BCRUA_R-18-10-24-7E RESOLUTION NO. R-18-10-24-7E
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),SERIES 2018"; 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 OCTOBER 24,2018
01041047;7
RESOLUTION NO. R-18-10-24-7E
A RESOLUTION BY THE BOARD OF DIREC'T'ORS OF THE: BRUSHY CREEK
REGTONAI. 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),SERIES 201899; 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
PRE-AMBLE................................ ., .... .. ..... , ..... . . , .. . . . .. ...... ........... ..,.....,.... .......I
Section1. DEPINITiONS.............. ............................. .................................... ...... ..,,, . ._.....2
Section 2. AMOUNT, PURPOSE'AND DESIGNATION OF THE BONDS ........................2
(a) Amount and Uesignation........................................................................2
(b) Purpose.......................---.....................................................................
.3
Section 3. DATE, DENOMINATIONS,NUMBERS.MATURITIES, AND TERMS
OFBONUS..............................................................................................................3
(a)Terms of the Bonds ................................................................................3
(b) AwardCertificate...................................................................................3
(c) Sale of the Bonds....................................................................................4
(d) In General...............................................................................................4
Section4. INTEREST............................................................. .................................................4
Section 5. REGISTRATION,TRANSFER, AND EXCHANGE.IANGE. AUTHENT ICATION
AND BOOK-ENTRY-ONLY SYSTI:M.................................................................4
(a) Paying Agent/Registrar..........................................................................4
(b) Registration Books.................................................................................4
(c)Ownership of Bonds...............................................................................5
(d) Payment of Bonds andInterest...............................................................5
(e) Authentication.....................,..................................................................5
(f)'fransfer, lixchange or Replacement.......................................................5
(g)Substitute Paying Agent/Registrar.........................................................7
(h) Book-Entry-Only System.......................................................................7
(i) Successor Securities Depository;Transfers Outside
Book-Entry-Only System ....................................................................8
(j) Payments to Cede&Co..........................................................................8
(k)Notice of Redemption...............,............................................................8
MW10t7,7 i
(I)Condifloml.Notice of Redemption.........................................................9
.Scc ion 6. FORM OF BOND.............................................................. . . . .... ........ . .. .........9
Section 7, PLEDCF:OF BOND PAY10 TS......................................................................-9
(a)Pledge. . .. .. .. .. .......................................................................... .---9
(b)Perfection of Pledge................................. ... ....................................
Section 13. RATES AND CHARD .................... . ...... .. . .. .... .... ..., ....,...............1 Q
Section 9. DESTREBUTION OF BOND PAYM FN TS...........................................................10
Section 10, DV BT SI.RV110, FUND;CON STEtL WTION FUN 1); 1*4W O V1JN1).......111-to
(a)Debt Service Fund .................................................................—........-....-.... .,10
(b)Construction Fund. . . ..................... .. ... . . .... .... .... ................ ............I
(c)Uscraw Hund....................................... ......,..,....,.............................................,11
Section 11. DEFICIENCIES S - EXC L S BOND PAV1,+ FWTS ..............................................,12
{a) Deficiencies....................................................................... . .... . .... .... ........ 1
. .. . . . .
(b) lues Bond hymwm.... .... ...........................................................................12
%ection 12. PAYMENT OF BONDS--- ..................................................12
Section 13. INVESTMENTS.... ...................................................... ................. ...--.... ...12
Section 14. FSSUANCI±OF ADDITIONAL BONDS .............................................................1
Sceefion 15. SPECIAL PROJECT BONDS.........................................................,.............,...-...13
Section 16. M A I NTI-.NANCE Or 13CR PA PRUJLU Y - INSURANClv.................................14
Section 17. R FCOR DS AND ACC01 - ANN(*A1,At)INT.................. ......... .. .. . ......14
Section 18. SAF L OR ENCUMBRANCE OF RCRUA PROJECT . . .. ......... ......................14
Section 19. COMPETITION ................................. . ...... . .. . ..... ....... ......... ..... ..............15
Section 20. SPECIAL COV ENAN'TS............................ .. .. . .... .. ...................................15
(a)Title....... . . ... .... .. ....... ...................................................................... .... 15
(b) 1.iens..,,,..,......................................................... ... ... .....................................,. I5
(c) Performance........---...................................................................................... 1
(d) Legal Auchoirity................................... . ...... .. .. ..., .............., ...,,...,...., 15
(c) Budget........, ._—..... .. .... ..... ........ ........................... . ... . ... ....... . ..1
01091047.7 ii
(t) permits....................,,.....,...,....,....,........-..-........ . . ., ., ..... ......,..............,....,16
Sm-tion 2I, 1.1MITED 0131,10ATIO 1S OF T11F BCRl#A......................................................16
Section 22. D FAULT AND RF?+AIrD11+,5....................... . ........ . . .. ... . .. ........ ................I6
(a) Events of Default. . . ............. ............................................
............................I(►
(b) Remedios for Event of(Default........................... . . . . ....... .... .... .... .....lfr
(cy Remedies Not Exclusive........... .... .... ................................ .. ... . .. ... .. .....17
Section 23. AMENDMENT OF RESOLUTION .....................................................................17
(a)Amendments Without Consent.. .. .. ... . ..................................................17
(b)Amendments With C:o nsm................................................ .. . . .. . ... ........18
(c)Notice ............................... . . .......... . . . . .. ........................................ .19
(d) Receipt ofConsents.... ...........-........................ ...---............. ...............—19
fie}Effect ofAnkn4nems......................................................................................19
(f}Consent Irrevocablc........................................................................ . . . .. . .19
(S)Ownership........................................ . .... ......................................................2D
(h) Insurer Consent......................................................... ...-........ . ..... .. . 211
Section 24. COV ENANTS REGARDING 7 AX-EXEM191 ON OF INTE REST
ON 'I'll IE BONDS ..................................................................................................2U
(a)Covenants.............................................................................. .. . ..... .. .20
(b)Rebate L=and. . .. .. .... . . .. . ... .. .......... . .. .. . . ..... . .............. .....22
(c) Iaraceeds...... .... .................... ...............................................................,...,,...,,.22
(d)A]location ofand Limitation on, Expenditures for the Project........................22
(e) DisposWDn of Project.......................................................................................23
Section 25. RE I)LUTION TO C'ONST'ITUTE A CONTRACT, EQUAL SECURITY........23
Section 26. SF.VFRABII-ITY OF INVAU1) PROVISIONS............................. .......... .. .....23
Section 27. PA WENT AND PERFORM ANCR ON BUSIN ESS DAYS.............................23
Section 28. LIMITATION OF k3ENEFJJS WITI I RE PE C"I'To THIS RES01.1H,IoN ,,..,,.23
Section 29. CUSTODY. APPROVAL, BON 1)COUNSEL'S OPITti]ON.Ckl S1P
NUMBUMS, PREA BLU AND INSURANCE ..................................................,24
Section A COM PLIAN CE WTTII )RULE 15c2-12............. . . .. ..... .. ..... .....................24
(a) Annual Reports............................ ...... ....... .. ................................................2A
(b) Fwat Notices.. .. ... .................. ................................................. . ..... . ... .24
(c) limitations. Disclaimem,and Amendments ... .. . ..........................................2!►
(d) Homut. Went i fy i ng Information. and Incorpoaration by Referewe..................27
Section 31. APPLICATION OF BOND PROCEFF) .....,.......................................................27
01091047.7
di
Section 3 . DEFEASANCE PROVISIONS............................................................................. 7
Section 33. COMPLIANCE WITH THF TFXAS WAXER I)FVFI.OP14FEtiT BOARD'S
RULES A14D REGULATIONS..... ... .. ........ ........ ...... ......................................29
Section 34, FURTHER PROCEDURE ..................................................................................30
Section 35. DTC IXrrI-R OF RFPRESENTATION....................................,......,..................30
Sec€ion 36. BOND IN ORANCF. . . . . . ... .. . ....... .......................................................30
Section 37, REPEAL OF CONI+LicrING RESOLUTIONS---..............--....-.......... ......31
Section 39_ PUBLICO"CIC'1:.....................................................................................,...,........31
Section 39. ;VO PERSON Al,LIA BI1,ITY . . .. ... ... . ..... ........... ... ..........................31
Section 40. ('RL:DtT AGREEMENTS. ............... . .. . . ..... ....... ..... .... ......... ...... ..... .....31
EXIIIBI'I A DF.FINITIONS............................................................................ . . . . . . ........ A-1
L;XIIIBII B FORM OF AWARD CERTIFICATE.................................................................11-1
EXl11BIT C FORM OF BOND................................................................................................C-l
EXHIBIT D PAYING AGFNTiRFGISTRAR AGREWIXI............................................... D-1
EXHIBIT E ESCROW AGREEMENT...................................................................................E-1
01091047;7
iv
RESOLUTION NO. R-18-10-24-7E
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),SERIES 2018"; 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 expects to issue separate series of such revenue bonds for the
City of Leander,Texas ("Leandcr") and the City of Cedar Park, Texas("Cedar Park") 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,the City of Round Rock,Texas("Round Rock")will use its remaining Phase
lA bond savings to finance Round Rock's share of the BCRUA Project;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 a "First
Amendment to the Master Contract for the Financing,Construction and Operation of the BCRUA
Regional Water Treatment and Distribution Project" dated as of January 22, 2009, by a "Second
Amendment to the Master Contract for the Financing, Construction and Operation of the BCRUA
Regional Water Treatment and Distribution Project" dated as of October 20, 2010, by a "Third
Amendment to the Master Contract for the Financing, Construction and Operation of the BCRUA
Regional Water Treatment and Distribution Project" dated as of February 22, 2012, and by a
"Fourth Amendment to the Master Contract for the Financing, Construction and Operation of the
BCRUA Regional Water Treatment and Distribution Project" dated as of April 25, 2018
(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 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 series of bonds issued to finance and refinance a City's
share of the BCRUA Project 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 $8,770,000 pursuant to the Contract to
finance Leander's share of the BCRUA Project(the"Bonds"); and
WHEREAS,Cedar Park has also requested the BCRUA issue a separate series of contract
revenue bonds pursuant to the Contract to finance its respective share of the BCRUA Project Costs
and each series of contract revenue bonds is 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, the principal of the Bonds and the interest thereon are and shall be solely
payable from and secured by a lien on and pledge of the portion of the Annual Payments designated
as"Bond Payments"to be made by Leander pursuant to the Contract in amounts sufficient to pay
and redeem, and provide for the payment of the 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 IT 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 arrd 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), SERIES 2018" and are hereby authorized to
be issued and delivered in an aggregate maximum principal amount not to exceed $8,770,000.
The title of the Bonds shall be designated by the year in which such Bonds are awarded pursuant
u1o41oa7;7
to Section 3 below. The authority of the BCRUA Representative to execute and deliver an Award
Certificate for the Bonds shall expire at 5:00 p.m.,C.D.T.,on December 31, 2018. Bonds priced
on or before December 31,2018 may close after such date.
(b)Purpose. The Bonds are to be issued for the following purposes to pay: (i)
LEANDER'S. SHARE OF THE COSTS OF DESIGNING, CONSTRUCTING, ACQUIRING,
IMPROVING AND`OR EXPANDING THE BCRUA PROJECT INCLUDING BUT NOT
LIMITED TO DESIGNING THE PHASE 2 DEEP WATER INTAKE AND PHASE 1 D WATER
TREATMENT EXPANSION, ACQUIRING RIGHTS-OF-WAY AND OTHER INTERESTS IN
LAND OR OTHER FACILITIES NECESSARY FOR WITHDRAWAL,TRANSMISSION AND
TREATMENT OF RAW WATER AND DESIGN AS DESCRIBED IN THE PRELIMINARY
DESIGN REPORT AND (ii)THE COSTS OF ISSUANCE OF THE BONDS.
Section 3. DATE, DENOMINATIONS, NUMBERS, MATURITIES AND
TERMS OF BONDS. (a) Terms of the Bonds. The Bonds shall initially be issued, sold, and
delivered hereunder as fully registered bonds, without interest coupons, numbered consecutively
Isom R-1 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, 2038, 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
Pxhibit"B"
(b)Award Certificate. As authorized by the Authority Act,the BCRUA Representative is
hereby authorized,appointed,and designated to act on behalf of the Board in selling and delivering
the Bonds and carrying out the other procedures specified in this Resolution,including determining;
and fixing the date 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 of the Board,as well as any mandatory sinking fund redemption provisions 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 of the BCRUA Representative(the"Award Certificate")the form of which
is attached hereto as Exhibit "B"; provided that (i) the price to be paid for the Bonds shall not be
less than 98°.••0 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 the maximum rate allowed bylaw. In establishing the aggregate principal
amount of the Bonds, the BCRUA Representative shall establish an amount not to exceed the
amount authorized in Section 2, which shall be sufficient to provide for the purposes for which the
Bonds are authorized and to pay the costs of issuing the Bonds.
It is further provided, however, that, notwithstanding the foregoing provisions, the Bonds
Fhall not be delivered unless prior to delivery of the Bonds the Award Certificate has been executed
and delivered as required by this Resolution. No such Award Certificate shall be executed and
?-ia9ios7 r
3
delivered under this Resolution,unless and until the City Council of the City of Leander approves
this Resolution.
In satisfaction of Section 1201.022(a)(3), Texas Government Code, the Board hereby
determines that the delegation of the authority to the BCRUA Representative to approve the final
terms and conditions of the Bonds as set forth in this Resolution is,and the decisions made by the
BCRUA Representative pursuant to such delegated authority and incorporated in the Award
Certificate will be,in the BCRUA's best interest and shall have the same force and effect as if such
determination were made by the Board, and the BCRUA Representative is hereby authorized to
make and include in the Award Certificate an appropriate finding to that effect. The Award
Certificate is hereby incorporated by reference into and made a part of this Resolution.
(c) Sale 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. The Private Placement Memorandum prepared in connection with
the sale of the Bonds to the Purchaser in substantially the form attached to this Resolution is
approved.
(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 August 1, 2026 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
BCRUA Representative in the Award Certificate shall select an eligible institution to serve as
paying agent/registrar for the Bonds(the"Paying Agent/Registrar"). 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 (the "Designated Trust Office") the
Registration Books and the Board hereby appoints the Paying Agent/Registrar as its registrar and
01091047:7
4
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
.hall 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.
(c)Ownership ofBonds. 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 thereof
for 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
dny 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 Bonds and Interest. The Paying Agent/Registrar shall further 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 of Public Accounts of the 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
01091047;7
5
this Resolution,in any Authorized Denomination(subject to the requirement hereinafter stated that
each substitute Bond shall be of the 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. It'
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 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 Pad ing Agent?Registrar shall, before the delivery of any such
Sond,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 AgenuRegistrar promptly shall cancel all Bonds surrendered for transfer,
Oxchange, 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 of
transfer, exchange, or replacement of Bonds as aforesaid is hereby imposed upon the Paying
Agenu 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:'Registrar's 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 of
business 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
01091047.7
6
business days after the receipt of the Bonds to be canceled and the written request as described
above.
(g)Substitute Paying Agent/Registrar. 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 AgentfRegistrar, 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 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 AgentlRegistrar shall have no responsibility or obligation with respect to (i) the
accuracy of the records of DTC,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
7
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 all 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
sum or sums so paid.No person other than a 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 of business 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 Agenti 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 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. 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 AgenVRegistrar 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 of the Bonds to be
01091047,7
8
redeemed including the complete name of the Bonds,the Series, the date of issue, 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 AgenCRegistrar 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, if any, and interest on the Bonds to be
redeemed shall have been received by the Paying AgentrRegistrar 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 of redemption. If a 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!Regi strar shall give notice,
in the manner in which the notice of redemption was given, to the effect that the Bonds have not
been redeemed.
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 of the State,with respect to the Bonds initially issued and delivered
pursuant to this Resolution, shall be, respectively, substantially as set Ibrth 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 a lien 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 BCRUA Project payable pursuant to the terms 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 of the BCRUA known as the "Leander Debt Service Fund," which has
previously been created and is hereby confirmed, 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
4
Requirements on the Bonds Similarly Secured 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
Fubject to the filing requirements of Chapter 9,Texas Business & Commerce Code, then in order
to preserve to the Registered Owners of the 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 fix 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 Leander System,
including the amounts required to pay all principal of and 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 Bonds 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 Owners 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 such payments shall be further deposited into the Debt Service
Fund as required by this Resolution.
Section 10. DEBT SERVICE FUND; CONSTRUCTION FUND; ESCROW
FUND. (a) 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 to be created and known as
the "Brushy Creek Regional Utility Authority, Inc. City of Leander, Texas Contract Revenue
Bonds (Brushy Creek Regional Water Treatment and Distribution Project), Series 2018 Debt
Service Fund" (the "Debt Service Fund"). The BCRUA covenants that there shall be deposited
1110910477
10
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. if the Bond Payments in any
month are insufficient to make the required payments into the Debt Service Fund,then the amount
of any 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 Service Fund for the payment of principal 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,(ii)the Bonds Similarly Secured are no longer Outstanding.
Any surplus proceeds from the sale of the Bonds, including investment income therefrom,
not expended for authorized purposes shall be deposited into the Debt Service Fund, and such
amounts(i.e.,accrued 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.
(b) 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), Series 2018 Construction Fund" for
use by the BCRUA for payment of Leander's share of the BCRUA Project. The BCRUA shall
deposit the net proceeds from the sale of the Bonds released from escrow as provided in Section
10(c)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.
(c) 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-
01091047-.7
Ml
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,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 when and as required by this Resolution, any resolution authorizing the issuance of any
currently Outstanding Bonds Similarly Secured or any resolution authorizing the issuance of
Additional Bonds,any excess Bond Payments may be used by the BCRUA for 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 AgentlRegistrar therefor,from funds on deposit in the Debt Service Fund,
if necessary,amounts sufficient to fully pay and discharge promptly each installment of interest on
and principal of the Bonds Similarly Secured as such installment accrues or matures, such transfer
of funds must be made in such manner as will cause immediately available funds to be deposited
with the Paying AgentlRegistrar 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 2255,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 Government 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 ADDITIONAL 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 a lien on and pledge of the Bond Payments in the same manner and to the same
extent as the Bonds and the other Bonds Similarly Secured, and shall in all respects be of equal
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:
12
(i) The BCRUA has demonstrated to the satisfaction of the Executive Administrator
of the Texas Water Development Board that the pledged Bond Payments will be sufficient for the
repayment of all of the Bonds and additional parity obligations;
(ii) 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;
(iii) 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;
(iv) 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;
(v) 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
(vi) 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, Additional Bonds and other Bonds Similarly
Secured to be Outstanding after the issuance of the proposed Additional Bonds.
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, however, such refunding bonds do not have to comply with paragraph (ii) of
this Section 14.
Section 15. SPECIAL 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.
01091047,7
l3
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 of business (which must be in an amount sufficient to protect the
interests of the Registered Owners of the Bonds Similarly Secured in the BCRUA Project); and
that it will faithfully and punctually perform all duties with reference to the BCRUA Project
required by the laws of the State. All money rcceived from losses under such insurance policies,
tether 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 Similarly Secured or any duty authorized agent or agents of such Registered Owners
hall have the right to inspect the BCRUA Project 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 provide such the annual audit performed
by an independent firm of Certified Public Accountants as set forth in Section 30 of this Resolution.
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 BCRUA Project. 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
4109!047,7
14
be considered as an encumbrance of the BCRUA Project; provided, however, no such agreement
shall impair the pledge and lien on the Bond Payments.
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 of the Registered Owners of the
Bonds against the claims and demands of all persons whomsoever, that it is lawfully qualified to
pledge the Bond Payments to the payment of the 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 a lien 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 Registered Owners 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, as the case may be, 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 duty authorized under the laws of the State to issue
the Bonds Similarly Secured; that all action on its part for the authorization and issuance of the
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.
u1091047.7
Is
(e)Budget. The BCRUA will prepare, adopt, and place into effect an annual budget (the
"Annual Budget")for Maintenance and Operation Expenses of the BCRUA Project for each Fiscal
Year, including 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 terms 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 lien on and pledge of the Bond Payments, and the Registered Owners thereof
shall never have the right to demand payment of the principal of 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) the failure to make payment of the principal of or interest on any 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 performance 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
01091047,7
16
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.
(ii) Upon the happening of any Event of Default, then and in every case the
Purchaser may exercise all remedies available to it in law or equity, and any provision of
this Resolution or the Bonds that restricts or limits the Purchaser's full exercise of these
remedies shall be of no force and effect.
(iii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all Registered Owners of Bonds then Outstanding.
(iv) As long as an Insurer is not in payment default on the related Insurance
Policy for the Bonds, the Insurer shall be deemed to be the sole Registered Owner of such
Bonds insured by it for purposes of enforcing remedies in the Event of Default under this
Resolution.
(c) Remedies Not Exchisive.
(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 of this 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 of the Board and of the Registered
Owners of the Bonds may be modified or amended at any time without notice to or the consent of
01091047,7
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) 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 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)of this Resolution;
(vi) To make such other changes in the provisions hereof 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; or
(vii) To assign the Contract to a trustee.
(b) Amendments Willi Consent Subject to the other provisions of this 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;
0091047,7
18
(4) Modify the terms of payment of principal of or interest on the Outstanding Bonds,
or impose any conditions with respect to such payment;
(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 subsection (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 of New 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 of the proposed
amendment and shall state that a copy thereof 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.
(ii) In the event S&P and/or Moody's maintains a rating on the Bonds, copies of
any modification or amendment to this Resolution shalt be sent to S&P and.`or Moody's,as
applicable,at least ten (10)days prior to the effective date thereof.
(d)Receipt of Consents. 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 of the copy thereof on file as aforesaid, the Board may adopt the amendatory resolution in
substantially the same form.
(e) Effect of Amendments. 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 of the 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 Irrevocable 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 of the
first publication or other service of the 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
01091047.7
19
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 action which would adversely affect, the treatment of the [fonds 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)
of the 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(b)(2)
of the 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) of the 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 of the proceeds of the 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;
61091047;7
20
(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) of the IRS Code) which produces a
materially higher yield over the term of the Bonds,other than investment property acquired
with:
(A) proceeds of the Bonds invested for a reasonable temporary period of 3
years or less or, in the case of a refunding bond, for a period of 90 days or less for
current refundings 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
(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(f)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 of the amount then required to be paid as a result of
Excess Earnings under section 148(f)of the IRS Code;
(9) to file or cause to be filed with the Secretary of the Treasury,not later than the
15`I' day of the second calendar month after the close of the calendar quarter in which the
Bonds are issued, an information statement concerning the Bonds, all under and in
accordance with Section 149(e) of the Code and the applicable Regulations promulgated
thereunder;and
01091047,7
21
(10) 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 of the 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 of interest 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
.ire consistent with the purpose for the issuance of the Bonds. This Resolution is intended to
satisfy the official intent requirements set forth in Section 1.150-2 of the Treasury Regulations.
(d) Allocation of, and Limitation on, Expenditures 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 of the IRS Code. The Board recognizes that in order for the
proceeds to be considered used 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 (P) 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
oio4io47J
22
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 of this subsection, the portion of the property comprising
personal property and disposed of in 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. Inconsideration of the acceptance of the Bonds,the issuance of which 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 or paid, as the case may be, on the next succeeding
Business Day with the same force and efTect as if made on the date of performance or payment.
Section 28. LIMITATION 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
0 109 104 7.
23
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 of the 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, CUSIP
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 of the 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 of the Registered Owners of the 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)Anuual Reports. The Board
shall provide annually to the MSRB,(1)within six months after the end of each fiscal year of the
Board ending in or after 2018, financial statements of the Board if audited financial statements of
the Board are then available, and (2) if not available by such time, audited financial statements of
the Board, when and if available. Any financial statements to be provided shall be (i) prepared
by a certified public accountant or licensed public accountant in accordance with generally
accepted auditing standards or such other accounting principles as the Board may be required to
employ from time to time pursuant to state law or regulation, and (ii)audited, if the Board
commissions an audit of such financial statements and the audit is completed within the period
during which they must be provided. If the audit of such financial statements is not complete
within 12 months after any such fiscal year end, then the Board shall file unaudited financial
statements within such 12-month period and audited financial statements for the applicable fiscal
year,when and if the audit report on such statements becomes available.
If the Board changes its fiscal year, it will file notice of the change (and of the date of the
new fiscal year end)with the MSRB prior to the next date by which the Board otherwise would be
required to provide financial information and operating data pursuant to this Section.
(b)Event Notices. The Board shall file notice of any of the following events with respect
to the Bonds with the MSRB in a timely manner and not more than 10 business days after the
occurrence of the event:
01091047:7
24
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers,or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability,Notices of Proposed Issue(IRS Form
5701-TEB),or other material notices or determinations with respect to the tax status
of the Bonds, or other material events affecting the tax status of the Bonds;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds,
if material;
(1 l) Rating changes;
(12) Bankruptcy, insolvency, receivership,or similar event of the Board;
(13) The consummation of a merger, consolidation, or acquisition involving the
Board or the sale of all or substantially all of the assets of the Board, other than in
the ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material;and
(14) Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
For these purposes, any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the Board in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the Board, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers of the Board in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the Board.
1-1091047J
25
The Board shall file notice with the MSRB, in a timely manner, of any failure by the Board
to provide financial information or operating data in accordance with subsection(a)of this Section
by the time required by such subsection_
(c)Limitations,Disclaimers,and Amerrdntents. 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 that causes the Bonds to be no longer
Outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Bonds,and nothing in this Section,express or implied,shall give any benefit or any legal 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 undertakes to update any information provided
in accordance with this Section or otherwise, except as expressly provided herein. The Board
makes no representation or warranty concerning such information or its usefulness to a decision to
;nvest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE BOARD BE LIABLE TO THE HOLDER
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 WITH 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.
No default by the Board in observing or performing its obligations under this Section shall
constitute a breach of or default under this Resolution for purposes of any other provision of this
Resolution.
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.
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 of the Board, but only if(1) the provisions of
this 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 to the date of such amendment as well as such changed circumstances,
and(2)either(a) the holders of a majority in aggregate principal amount of the Outstanding Bonds
consent to such amendment or(b)a person that is unaffiliated with the Board (such as nationally
recognized bond counsel)determines that such amendment will not materially impair the interests
01091047.7
26
of the holders and beneficial owners of the Bonds. The Board may also repeal or amend the
provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or
any court of final jurisdiction enters judgment that such provisions of the Rule are invalid,and the
Board also may amend the provisions of this Section in its discretion in any other manner or
circumstance,but in either case only if and to the extent that the provisions of this sentence would
not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary
offering of the Bonds,giving effect to(i)such provisions as so amended and (ii)any amendments
or interpretations of the Rule. if the Board so amends the provisions of this Section, the Board
shall include with any amended financial information or operating data next provided in
accordance with this subsection(a)of this Section an explanation, in narrative form,of the reasons
for the amendment and of the impact of any change in the type of financial information or operating
data so provided.
(d) Format, Identifying Information, and Incorporation by Reference. All financial
information, operating data, financial statements, and notices required by this Section to be
provided to the MSRB shall be provided in an electronic format and be accompanied by identifying
information prescribed by the MSRB.
Financial information and operating data to be provided pursuant to subsection (a) of this
Section may be set forth in full in one or more documents or may be included by specific reference
to any document(including an official statement or other offering document)available to the public
on the MSRB's Internet Web site or filed with the SEC.
Section 31. APPLICATION OF BOND PROCEEDS. Proceeds from the sale of the
Bonds shall, promptly upon receipt thereof, be applied by the BCRUA Representative as follows
an amount sufficient to accomplish the purposes of Section 2 shall be deposited in the Escrow Fund
or 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 deposited to the Debt Service Fund as provided in Section 10 and applied to the
payment of interest on the Bonds.
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 Agent::Registrar 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
01091047.7
27
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, and thereafter the BCRUA will have no further
responsibility with respect to amounts available to such Paying Agent/Registrar(or other financial
institution permitted by applicable law) for the payment of such Defeased Bond, including any
insufficiency therein caused by the failure of the Paying Agent/Registrar (or other financial
institution permitted by law) to receive payment when due on the Defeasance Bond.
(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 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 of the 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) 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 of this Section for the payment of principal of the Bonds and
premium, if any, 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 intrust. Until all Defeased Bonds shall have become
due and payable,the Paying AgenURegistrar 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, if money or Defcasance
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 of Bonds 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
ra 109I04
28
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. COMPLIANCE WITH THE TEXAS WATER DEVELOPMENT
BOARD'S RULES AND REGULATIONS. The provisions of this Section shall apply so long
as the Bonds,or any of them,are owned by the Texas Water Development Board (the"TWDB").
The BCRUA will comply with all of the requirements contained in the resolution or resolutions
adopted by the TWDB with respect to the issuance of the Bonds. in addition, in compliance with
the TWDB's State Water Implementation Fund for Texas Loan Program Rules,the BCRUA agrees
and covenants:
(a) Any loan proceeds from the Bonds that are determined to be surplus proceeds
remaining after completion of one or more of the projects described in Section 2 hereof shall be
used for the following purposes as approved by the Executive Administrator: (l)deposit into the
Debt Service Fund or other debt service account for the payment of interest or principal on the
Bonds owned by the TWDB; or (2) eligible costs for a project as authorized by the Executive
:administrator.
(b) The BCRUA shall indemnify,hold harmless and protect the TWDB from any and all
claims, causes of action or damages to the person or property of third parties arising from the
sampling, analysis, transport, storage, treatment, recycling and disposition of any contaminated
sewage sludge,contaminated sediments and/or contaminated media that may be generated by the
BCRUA, its contractors, consultants, agents, officials and employees as a result of activities
relating to the project, to the extent permitted by law.
(c) BCRUA shall report to the TWDB the amounts of project funds, if any,that were used
to compensate historically underutilized businesses that worked on the project,in accordance with
31 TAC § 363.1312.
(d) The TWDB will purchase the Bonds, acting through the TWDB's designated trustee,
and the Bonds shall be registered in the name of Cede & Co. and closed in book-entry form in
accordance with 31 TAC § 363.42(c)(1 ).
(e) Neither the BCRUA nor a related party thereto will acquire any of the TWDB's source
series bonds in an amount related to the amount of the Bonds to be acquired from the BCRUA by
the TWDB.
(f) Payments of principal and interest on the Bonds will be made to the TWDB via wire
transfer at no cost to the TWDB.
(g) The BCRUA will provide the TWDB with copies of"as built plans"pertaining to the
projects financed, in whole or in part, with any funds of the TWDB.
G1o41047J
29
(h) Within 60 days of completion of the construction of the projects financed, in whole or
;n part, by the loan evidenced by the Bonds, BCRUA will provide a final accounting to the TWDB
of the total costs of the projects;any surplus shall be used in a manner as approved by the Executive
Administrator.
(i) So long as any Bonds are held by the TWDB, BCRUA will provide to the TWDB's
Executive Administrator, within 180 days of the end of BCRUA fiscal year, a copy of each of its
annual audited financial statements, to be submitted without charge.
0) The BCRUA will maintain the records and accounts described in Section 17 hereof in
accordance with generally accepted accounting principles necessary to demonstrate compliance
with the TWDB's financial assistance-related legal and contractual provisions, in accordance with
31 TAC § 363.42(a)(2)(G).
(k) Upon request by the Executive Administrator,the BCRUA shall submit annual audits
of Leander for the Executive Administrator's review.
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 of the Bonds and fixing all details
in connection therewith. The BCRUA Representative is authorized to sign this Resolution.
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 DTC's 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 of the 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 the Bonds out of the proceeds
of sale 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 of a statement describing
such insurance, in form 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.
01491047,7
30
(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 rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such
liability being expressly released and waived as a condition of and in consideration for the issuance
(if 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.
[The remainder of this page intentionally left blank.]
oio9ioa7J
EXHIBIT 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 14 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 he treated as an entire Fiscal Year. Capitalized
interest payments provided from Bond proceeds shall be excluded in making the aforementioned
computation.
Me 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
phis Resolution.
1'he 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 oracquisition,construction, repair, replacement, improvement or decommissioning of
the Facilities,and any structure, item of equipment, or other item, used for, or in connection with,
01091047,;
A-1
the BCRUA Project; (iii)the cost of site preparation of the Land Interests, including demolition or
removal of structures and improvements as necessary or incident to accomplishing the BCRUA
Project;(iv)the cost of engineering,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 BCRUA Project 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 Purchaser 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 tern BCRUA Representative shall mean the General Manager of the BCRUA or in his or her
absence the President of the Board of BCRUA or such other person authorized by the Board to act
as a BCRUA Representative.
I he term Bond Payments shall mean the payments defined as "Bond Payments" within the
Contract that the BCRUA expects to receive from the City of Leander,Texas pursuant to the terms
(if the Contract.
The term Bonds shall mean and include collectively the Bonds 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 shal I mean any of the Bonds.
The term Bonds Similarly Secured shall mean the Outstanding Series 2009 Bonds,the Outstanding
Series 2017 Bonds, 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 Public Accountant shall mean an independent certified public accountant or
firm of independent certified public accountants.
01491047.7
-2
The term Closing Dale shall mean the date of physical delivery of the Bonds 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 of the BCRUA Regional Water Treatment and Distribution Project dated as of January
22, 2009, by the Second Amendment to the Master Contract for the Financing, Construction and
Operation of the BCRUA Regional Water Treatment and Distribution Project dated as of October
20, 2010, by a "Third Amendment to the Master Contract for the Financing, Construction and
Operation of the BCRUA Regional Water Treatment and Distribution Project"date as of February
12,2012,and by a"Fourth Amendment to the Master Contract for the Financing,Construction and
Operation of the BCRUA Regional Water Treatment and Distribution Project" dated as of April
25, 2018, and 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).
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 Similarly Secured 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 Similarly Secured, provided that a Rating Agency having an outstanding rating on
the Bonds Similarly Secured would rate the Bonds Similarly Secured upon delivery of the Bonds
Similarly Secured 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 Similarly Secured would rate the Bonds Similarly Secured 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 Similarly Secured and the interest thereon.
The term Debt Service Fund shall mean the special fund or account created and established by the
provisions of Section 10(a)of this Resolution.
The term Debt Service Requiremenis 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,
premium, 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)if the Bonds bear interest
01091047:7
A-3
at tax-exempt rates, an interest rate equal to the 24 month average of the Index (as most recently
published in The Bond Buyer), 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) if the 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 of such bonds, and further assuming in the case of obligations
required to be redeemed 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.
"rhe 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 of refunding bonds or otherwise
provides for the funding of an escrow to effect the defeasance of Bonds are rated as to investment
quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent,
(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 provides for the funding of
an escrow to effect the defeasance of Bonds, are rated as to investment quality by a nationally
recognized investment rating firm no less than "AAA" or its equivalent, and (iv) any other then
authorized securities or obligations under applicable State law in existence at the time of such
defeasance that may be used to defease obligations such as the Bonds. The foregoing
notwithstanding, the BCRUA Representative may elect in the Award Certificate to modify this
definition of"Defeasance Securities" by eliminating any securities or obligations set forth in the
preceding sentence upon determining that it is in the best interests of the BCRUA to do so.
The term Depository shall mean an official depository bank of the BCRUA.
The term Designated Trust Once 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
01091047;7
A-4
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.
The term Fiscal Year shall mean the twelve month accounting period used by the BCRUA in
connection with the operation of the BCRUA Project,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, it'
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 Interest Payment Dale 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 term IRS Code shall mean the Internal Revenue Code of 1986, as amended.
The term Land Interests shall mean the fee simple interests andior the easements, right-ot=way and
other interests in real property necessary for the acquisition, construction and operation of the
1:3CRUA 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 andlor 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 or 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 lien on and pledge of the net revenues of the Leander System or any part thereof
03UVI047,7
A-5
regardless of lien priority including such bonds, notes or other obligations now or hereafter
outstanding.
The term Maintenance and Operation Expenses shall mean the expenses necessary to provide for
the administration, efficient operation and adequate maintenance of the BCIZUA'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 term Maturity shall mean the date on which the principal of Bond becomes due and payable
as therein and herein provided,whether at Stated Maturity, by redemption or otherwise.
rhe term Moody's shall mean Moody'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.
1 he term MSRB shall mean the Municipal Securities Rulemaking Board.
I he term Outstanding shall mean when used in this Resolution with respect to Bonds Similarly
Secured means, as of the date of determination, all Bonds Similarly Secured of any series issued
and delivered pursuant to this Resolution or the resolution authorizing such Bonds Similarly
Secured,as the case may be,except:
(l) those Bonds Similarly Secured canceled by the applicable Paying Agent/Registrar
or delivered to the applicable Paying Agent/Registrar for cancellation;
(2) those Bonds Similarly Secured for which payment has been duly provided by the
BCRUA in accordance with the provisions of Section 32 of this Resolution (or
similar provisions of a resolution authorizing other Bonds Similarly Secured)by the
irrevocable deposit with the Paying Agent/Registrar,or an authorized escrow agent,
of money or Defeasance 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 Similarly Secured 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 applicable Paying
Agent Registrar, or waived;and
(3) those Bonds Similarly Secured that have been mutilated, destroyed, lost, or stolen
and replacement Bonds Similarly Secured have been registered and delivered in
lieu thereof as provided in Section 5(f) of this Resolution (or similar provisions of
a resolution authorizing other Bonds Similarly Secured).
C,1091047.7
A-b
The terms Paying Agent Registrar, Paying Agent or Registrar shall mean the agent selected by the
BCRUA Representative to perform such function in the Award Certificate or any successor agent
under the Paying Agent/Registrar Agreement.
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;
(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 by
Lockwood, 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.
rhe term Purchaser shall mean the Texas Water Development Board.
1-he term Rating Agencies shall mean S&P,Moody's and:or Fitch according to which ofsuch rating
agencies then rates the Bonds Similarly Secured of the applicable series; and provided that if no
such rating agency then rates any series of Bonds Similarly Secured ofsuch series,the term`'Rating
.lgency"shall refer to any national rating agency(if any) which provides such rating.
The term Record Date shall mean, with respect to the Bonds, the Business Day of each month as
set forth in the Award Certificate.
The term Registration Kooks shall mean the books or records relating to the registration, payment
and transfer or exchange of the 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 Resolution shall mean this resolution adopted by the Board on October 24,2018.
The term Rule shall mean SEC Rule 15c2-12, as amended from time to time.
The term S&P shall mean S&P Global Ratings, its successors and their assigns, and, if such
corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities
01091047.7
A-7
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 Series 2009 Bonds shall mean the "Brushy Creek Regional Utility Authority, Inc. City
of Leander, Texas Contract Revenue Bonds (Brushy Creek Regional Water Treatment and
Distribution Project), Series 2009"
The term Series 2017 Bonds shall mean the "Brushy Creek Regional Utility Authority, Inc. City
of Leander, Texas Contract Revenue Bonds (Brushy Creek Regional Water Treatment and
Distribution Project), Series 2017"
The term Special Project 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.
Me term Stated Maturity shall mean,when used with respect to the Bonds,the scheduled maturity
or mandatory sinking fund redemption date of a series of the Bonds.
01091047-,7
A-8
EXHIBIT B
AWARD CERTIFICATE
oiogioaa:T B-
AWARD CERTIFICATE OF THE BCRUA REPRESENTATIVE
COUNTIES OF WILLIAMSON AND TRAVIS §
STATE OF TEXAS §
The undersigned, Karen Bondy, General Manager, acting as the BCRUA Representative
of the Board of Directors of the Brushy Creek Regional Utility Authority, Inc. (the "BCRUA"), in
connection with "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), Series 2018"; 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" (the "Bond Resolution") adopted by the BCRUA on October 24,
2018, do hereby certify the following:
1. Capitalized terms not otherwise defined herein have the meaning assigned in the
Bond Resolution.
2. This certificate is executed for and on behalf of the BCRUA and for the benefit of
the Attorney General of the State of Texas and the Texas Water Development Board (the
"Purchaser") as the purchaser of the bonds entitled"Brushy Creek Regional Utility Authority, Inc.,
City of Leander, Texas Contract Revenue Bonds (Brushy Creek Regional Water Treatment and
Distribution Project), Series 2018," in the aggregate principal amount of$8,770,000 (the "Series
2018 Bonds") authorized by the Bond Resolution.
3. This certificate is the Award Certificate of the BCRUA Representative as required
by Section 3 of the Bond Resolution. The City Council of the City of Leander,Texas has approved
the Bond Resolution in accordance with Section 3(b) of the Bond Resolution.
4. The Series 2018 Bonds are hereby sold to the Purchaser at a purchase price of
$8,770,000. Pursuant to Section 3(c) of the Bond Resolution, the Series 2018 Bonds are being
sold on a private placement basis pursuant to a loan commitment received from the Purchaser to
assure that the Series 2018 Bonds are sold on the ten-ns most advantageous for the BCRUA. The
terms of the Series 2018 Bonds are in the BCRUA's best interest. The terms of the Series 2018
Bonds are further shown in Exhibit "A".
5. Proceeds of the Series 2018 Bonds are collectively in an amount sufficient to
finance the City's contribution to the design and acquisition of the BCRUA Project (as defined in
the Bond Resolution) and to pay the costs of issuing the Series 2018 Bonds.
6. In consultation with, and reliance upon the advice of the financial advisor for the
BCRUA, l hereby find that the terms of sale are the most advantageous reasonably available on
the date and time of the pricing of the Series 2018 Bonds given the then existing market conditions
and the terms of sale on such date and time.
U 1118 593,4
7. The price to be paid by the Purchaser of the Series 2018 Bonds is not less than 98%
of the aggregate original principal amount thereof plus accrued interest to the date of delivery of
the Series 2018 Bonds. None of the Series 2018 Bonds bear interest at an interest rate greater than
the maximum authorized by law. Additionally, all of the requirements of Sections 2(a) and 2(b)
of the Bond Resolution have been met.
8. The Series 2018 Bonds shall (i) mature in the years and in the principal amounts
and be subject to redemption as set forth in Exhibit"A", (ii)bear interest at the rates for each such
maturity and such interest shall be payable on the dates set forth in Exhibit "A" and in the Bond
Resolution, and (iii) have the other terms and provisions, all as provided in Exhibit"A"and in the
Bond Resolution. Each Series 2018 Bond shall reflect the terms set forth in Exhibit "A" and the
provisions in the Form of Bond set forth in the Bond Resolution.
9. The Record Date for the interest payable on the Series 2018 Bonds on any interest
payment date means the close of business on the fifteenth calendar day of the month preceding
such interest payment date.
10. The Private Placement Memorandum, dated November 1, 2018, has been received
by the undersigned and is hereby approved and deemed final as of its date (subject to the
permissible omissions described in Rule 15c2-12) and the preparation and distribution of the final
Private Placement Memorandum is hereby approved.
11. Pursuant to Section 30 of the Bond Resolution, the BCRUA agrees to provide
annually to the MSRB, in an electronic fornat as prescribed by the MSRB, the updated financial
information and operating data to the extent specified,by the times, subject to the exceptions noted,
and as provided in the Bond Resolution and the Private Placement Memorandum under the caption
"CONTINUING DISCLOSURE OF INFORMATION."
12. Pursuant to Section 5(a) of the Bond Resolution, The Bank of New York Mellon
Trust Company, N.A., Dallas, Texas, has been selected as the Paying Agent.'Registrar for the
Series 2018 Bonds. Pursuant to Section 10(c) of the Bond Resolution, The Bank of New York
Mellon Trust Company, N.A., Dallas, Texas, has been selected as the Escrow Agent for the Series
2018 Bonds,
13. The Initial Bond will be registered in the name of Cede & Co.
IThe Remainder of this Page is Intentionally Left Blank]
01118593;4 2
EXECUTED this No Je wt-6 e tr , 2018.
BRUSHY CREEK REGIONAL UTILITY
AUTHORITY, INC.
4
'.
P<—*r�
B . l A Representative
���na!•Vr��r y
I:
to SEAL"' •_
000 JULY 26, : O
% 2007
�,r'••.rExAS.•' .�
7k
41118543,4 SIGNATURE PAGE
EXHIBIT A
TERMS OF THE SERIES 2018 BONDS
$8,770,000
BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC.,
CITY OF LEANDER, TEXAS CONTRACT REVENUE BONDS
(BRUSHY CREEK REGIONAL WATER TREATMENT
AND DISTRIBUTION PROJECT),
SERIES 2018
GENERAL DESCRIPTION OF SERIES 2018 BONDS
The Series 2018 Bonds in the aggregate original principal amount of$8,770,000 will be
issued as serial bonds dated November 14, 2018, in the original principal amounts for each
maturity, maturing on the dates, bearing interest at the rates as set forth in the following Maturity
Schedule.
MATURITY SCHEDULE
Interest accrues from: August 1, 2026
Interest payable: February 1 and August 1 until maturity or redemption commencing
February 1, 2027
Principal Maturity Interest
Amount (Aueust 1) Rate
$695,000 2026 2.65%
$565,000 2027 2.75%
$580,000 2028 2.81%
$595,000 2029 2.98%
$615,000 2030 3.17%
$630,000 2031 3.35%
$650,000 2032 3.51%
$675,000 2033 3.61%
$700,000 2034 3.69%
$725,000 2035 3.76%
$750,000 2036 3.82%
$780,000 2037 3.86%
$810,000 2038 4.00%
01118593;4 A-]
REDEMPTION PROVISIONS
Optional Redemption. On February 1, 2029, or on any date thereafter, the Series 2018
Bonds maturing on or after August 1, 2029 may be redeemed prior to their scheduled maturities,
at the option of the BCRUA, with funds derived from any available and lawful source, at par plus
accrued interest to the date fixed for redemption in whole or in part, only in inverse order of the
maturities outstanding at the time of such redemption, and if less than all of a maturity is to be
redeemed the Paying Agent;-Registrar shall determine by lot the Bonds, or portions thereof within
such maturity to be redeemed (provided that a portion of a Bond may be redeemed only in integral
multiples of$5,000 of principal amount).
01118593-.4 A_2
EXHIBIT C
FORM OF BOND
A. Form of Bond. All blanks and any appropriate or necessary insertions or deletions, to be
completed as determined by the BCRUA Representative in the Award Certificate.
REGISTERED REGISTERED
NO. AMOUNT
UNITED STATES OF AMERICA
STATE OF TEXAS
BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC.
CITY OF LEANDER,TEXAS CONTRACT REVENUE BONDS
(BRUSHY CREEK REGIONAL WATER TREATMENT AND DISTRIBUTION
PROJECT)
SERIES
ISSUANCE DATE: STATED MATURITY: INTEREST RATE: CUSIP No.:
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
rhe Brushy Creek Regional Utility Authority, Inc.(the"BCRUA"),a non-profit corporation of the
State of Texas,with its principal office in Round Rock,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 thereof
as shall not have been paid upon prior redemption), and to pay interest on the unpaid principal
amount hereof from __ 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 this 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 I o the extent that the Award Certificate relating to the Bonds is tnconsrsicm woh any provisions in this
Form of Bond or contains information to complete missing udormation in this Fom of Bond,the language tit the Award Certificate shall be used
in the executed Bonds.
01041047;7
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 * 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 if this 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) LEANDER'S SHARE OF THE COSTS OF
DESIGNING, CONSTRUCTING, ACQUIRING, IMPROVING AND/OR EXPANDING THE
BCRUA PROJECT INCLUDING BUT NOT LIMITED TO DESIGNING THE PHASE 2 DEEP
WATER INTAKE AND PHASE 1D WATER TREATMENT EXPANSION, ACQUIRING
RIGHTS-OF-WAY AND OTHER INTERESTS IN LAND OR OTHER FACILITIES
NECESSARY FOR WITHDRAWAL, TRANSMISSION AND TREATMENT OF RAW
WATER AND DESIGN AS DESCRIBED IN THE PRELIMINARY DESIGN REPORT AND
(ii)THE COSTS OF ISSUANCE OF THE BONDS.
Me Bonds stated to mature on and after ' may be redeemed prior to their Stated
Maturities,at the option of the BCR/IA,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 terns 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, if less than all of the 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 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
As provided in the Award Certificate t o the extent that the Award Certificate relating to the Bonds is mconsistent a ith any provisions in/his
Fors of(fond or contams information to complete missing mrormatson in this Form of Bond Use language Pit the Award CcnrCicate shall be used
in the cxccuted Bonds
01091041,7
C-2
If this Bond(or any portion of the principal sum hereof)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-rive (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.
rhe Bonds of this series are special obligations of the BCRUA payable from and equally and
ratably secured solely by a lien on and pledge of the Bond Payments received by the BCRUA from
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 BCRUA Project, except with
respect to the Bond Payments. The Bonds are not obligations of the State of Texas.
i'he 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 may be amended or supplemented with or without the
consent of the 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 denominations,bearing the same rate of interest,and of the same aggregate
principal amount will be issued to the designated transferee or transferees.
o 109104717
C 3
The BCRUA and the Paying Agent/Registrar,and any agent of either,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, (ii)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 dale as the owner hereof for all other
purposes, and neither the BCRUA nor the Paying AgentiRegistrar, or any such agent of either,
shall be affected by notice to the contrary. In the event of anon-payment of interest on a scheduled
payment date, 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(l 5)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 al 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 a lien 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.
1N WITNESS WHEREOF, the Board of the BCRUA has caused this Bond to be duly executed
with the manual or facsimile signature of the President of the Board and countersigned with the
manual or facsimile signature of the Secretary of the Board, and has caused the official seal of the
BCRUA to be duly impressed,or placed in facsimile,on this Bond.
BRUSHY CREEK REGIONAL
UTILITY AUTHORITY, INC.
President, Board of Directors
ATTESTED:
Secretary, Board of Directors
(SEAL)
01091047.7
CA
B. Form of Registration Certificate of Comptroller of Public Accounts to AjVpe r on Initial
Bond Only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER OF § REGISTER NO.
PUBLIC ACCOUNTS §
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 ry
of the State of Texas
(SEAL)
C. Form of Certificate of Paying A genURe ristrar to Al2p2ar 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 AgenuRegistrar.
Registered this date: w
as Paying Agent/Registrar
By:
Authorized Signature
As provided in the Award Cerlificale. To the extent that the Award Certificate relating to the Bonds is mcaisistenl with any provisions in this
Form of Bond or contains information to compkic missing information in this I orm of Bond.the language in the Award Cerllflcaic shall be used
sit the executed Bonds,
01091047j
C.5
D. 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:
# . The initial Bond of each series shall be in the form set forth in Raragraph A 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" and "CUSIP No." shall be
deleted;
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 Round Rock, Texas, for value received, hereby
promises to pay to the order of the Registered Owner named above. or the registered assigns
thereof, the Principal Amount specified above on the day of - in each of the
As provided in the Award Certificate. To the extent That the Award Certificate relating to the Bonds is inconsistent with anv provisions in this
Form of Bond or contains information io complete missing information in this Form of Bond,the language in die Award Certificate shall be used
in the executed Bonds.
01091047.7
C-6
years and in principal installments and bearing interest at per annum rates in accordance with the
following schedule:
STATED PRINCIPAL INTEREST
MATURITY AMOUNT: RATE:
(August 1
2026 $695,000 2.65%
2027 $565,000 2.75%
2028 $580,000 2.81%
2029 $595,000 2.98%
2030 $615,000 3.17%
2031 $630,000 3.35%
2032 $650,000 3.51%
2033 $675,000 3.61%
2034 $700,000 3.69%
2035 $725,000 3.76%
2036 $750,000 3.82%
2037 $780,000 3.86%
2038 $810,000 4.00%
(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 Staled 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").
As provided m the Award Cenificate To the extent that Ike Award Ceniftcatc relating to the Bonds is inconsistent K iih any provisions in this
I•orm of Bond or contains information to complete missing inrormanon Pit this Fornt of Bond.the language to the Award Certificate shall be used
to the executed Bonds
01091047.7
U-7
Principal and premium, if any, of this Bond shall be payable to the Registered Owner hereof(the
Holder), upon its presentation and surrender,at a corporate trust office of
*, * (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/Regis(rar at the close of business on the Record Date, which is the * 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. 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.
iii) Initial Bond shall be numbered "T-I."
F. Insurance Legend. If an insurance policy is obtained by the Purchaser or the BCRUA for
any Bonds,the definitive Bonds and the Initial Bond shall bear an appropriate legend as provided
by the Insurer.
010910473
C-8
EXHIBIT D
PAYING AGENTIREGISTRAR AGREEMENT
01041047;7 D-1
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of October 24, 2018 (this "Agreement"), by and
between the Brushy Creek Regional Utility Authority, Inc. (the"Issuer"),a non-profit corporation
created by and acting on behalf of the cities of Cedar Park, Texas; Leander, Texas; and Round
Rock, Texas, and The Bank of New York Mellon Trust Company, N.A., a banking corporation
duly organized and existing under the laws of the United States of America (the"Bank").
RECITALS
WHEREAS,the Issuer has duly authorized and provided for the issuance of its$8,770,000
Brushy Creek Regional Utility Authority, Inc., City of Leander, Texas Contract Revenue Bonds
(Brushy Creek Regional Water Treatment and Distribution Project),Series 2018(the"Securities"),
such Securities to be issued in fully registered form only as to the payment of principal and interest
thereon; and
WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof
on or about November 14, 2018;and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on the Securities
and with respect to the registration,transfer and exchange thereof by the registered owners thereof;
and
WHEREAS,the Bank has agreed to serve in such capacities for and on behalf of the Issuer
and has full power and authority to perform and serve as Paying Agent:Registrar for the Securities;
NOW,THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01, Appointment.
The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities.
As Paying Agent for the Securities,the Bank shall be responsible for paying on behalf of the Issuer
the principal,premium (if any),and interest on the Securities as the same become due and payable
to the registered owners thereof, all in accordance with this Agreement and the "Resolution"
(hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As
Registrar for the Securities,the Sank shall keep and maintain for and on behalf of the Issuer books
and records as to the ownership of the Securities and with respect to the transfer and exchange
thereof as provided herein and in the"Resolution."
r!;Vi5114.4
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02. Com ensation.
As compensation for the Bank's services as Paying Agent Registrar, the Issuer hereby
agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first
year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee
schedule then in effect for services as Paying Agent'Registrar for political subdivisions, which
shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the
Issuer, and shall be effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of
the provisions hereof(including the reasonable compensation and the expenses and disbursements
of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
"Bank Office" means the designated office for payment of the Bank as indicated on the
signature page hereof. The Bank will notify the Issuer in writing of any change in location of the
Bank Office.
"Financial Advisor" is Hilltop Securities, Inc.
"Fiscal Year"means the fiscal year of the Issuer, ending September 30.
"Holder" and "Security Holder" each means the Person in whose name a Security is
registered in the Security Register.
"Issuer Request" and "Issuer Order"means a written request or order signed in the name
of the Issuer by an authorized representative,delivered to the Bank.
"Legal Holiday"means a day on which the Bank is required or authorized to be closed.
"Person" means any individual, corporation, partnership,joint venture, association,joint
stock company, trust, unincorporated organization or government or any agency or political
subdivision of a government.
01105734A 2
"Predecessor Securities" of any particular Security means every previous Security
evidencing all or a portion of the same obligation as that evidenced by such particular Security
(and,for the purposes of this definition,any mutilated,lost,destroyed,or stolen Security for which
a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06
hereof and the Resolution).
"Redemption Date" when used with respect to any Bond to be redeemed means the date
fixed for such redemption pursuant to the terns of the Resolution.
"Record Date" means for the interest payable on the Securities on any interest payment
date the close of business on the fifteenth calendar day of the month preceding such interest
payment date.
"Resolution"means the Resolutions of the governing body of the Issuer pursuant to which
the Securities are issued, certified by the Secretary of the Board or any other officer of the Issuer
and delivered to the Bank.
"Responsible Officer" when used with respect to the Bank means any managing director,
vice president,senior associate,associate,or any other officer of the Bank customarily performing
functions similar to those performed by any of the above designated officers and also means,with
respect to a particular corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of the Issuer
providing for the registration and transfer of the Securities.
"Stated Maturity"means the date specified in the Resolution on which the principal of a
Security is scheduled to be due and payable.
Section 2.02. Other Definitions.
The terms"Bank," Issuer,"and"Securities(Security)"have the meanings assigned to them
in the recital paragraphs of this Agreement.
The term"Paying Agent/Registrar"refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties or Paving Agent.
As Paying Agent,the Bank shall,provided adequate collected funds have been provided to
it for such purpose by or on behalf of the Issuer no later than 10:00 a.m. Central Time on the
01105734,4 3
applicable payment date, pay on behalf of the Issuer the principal of each Security at its Stated
Maturity or Redemption Date,to the Holder upon surrender of the Security to the Bank at the Bank
Office,
As Paying Agent,the Bank shall,provided adequate collected funds have been provided to
it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer no later than 10:00
a.m. Central Time on the applicable payment date, the interest on each Security when due, by
computing the amount of interest to be paid each Holder and preparing and sending checks by
United States Mail, first-class postage prepaid, on each payment date, to the Holders of the
Securities(or their Predecessor Securities)on the respective Record Date,to the address appearing
on the Security Register or by such other method, acceptable to the Bank, requested in writing by
the Holder at the Holder's risk and expense.
Principal and interest payments made pursuant to this Section 3.01 shall be made by wire
transfer.
Section 3.02. Payment Dates.
The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities
on the dates specified in the Resolution.
Section 3.03 Reporting Requirements.
To the extent required by the Internal Revenue Code of 1986,as amended,or the Treasury
Regulations, the Bank shall report to or cause to be reported to the Holders and the Internal
Revenue Service the amount of interest paid or the amount treated as interest accrued on the
Securities which is required to be reported by the Holders on their returns of federal income tax.
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register-Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office
books and records (herein sometimes referred to as the "Security Register"), and, if the Bank
Office is located outside the State of Texas, a copy of such books and records shall be kept in the
State of Texas,for recording the names and addresses of the Holders of the Securities,the transfer,
exchange and replacement of the Securities and the payment of the principal of and interest on the
Securities to the Holders and containing such other information as may be reasonably required by
the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe.
The Bank also agrees to keep a copy of the Security Register within the State of Texas. All
transfers,exchanges and replacement of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
1011051344 4
an officer of a federal or state bank or a member of the National Association of Securities Dealers,
in form satisfactory to the Bank,duly executed by the Holder thereof or his agent duly authorized
in writing.
The Bank may request any supporting documentation it feels necessary to effect a re-
registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances,the Bank agrees that,in relation
to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be
completed and new Securities delivered to the Holder or the assignee of the Holder in not more
than three (3) business days after the receipt of the Securities to be cancelled in an exchange or
transfer and the written instrument of transfer or request for exchange duly executed by the Holder,
or his duly authorized agent, in form and manner satisfactory to the Paying Agent:Registrar.
Section 4.02. Certificates.
The Issuer shall provide an adequate inventory of printed Securities certificates to facilitate
transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities
certificates will be kept in safekeeping pending their use,and reasonable care will be exercised by
the Bank in maintaining such Securities certificates in safekeeping, which shall be not less than
the level of care maintained by the Bank for debt securities of other political subdivisions or
corporations for which it serves as registrar,or that it maintains for its own securities.
Section 4.03. Form of Security Register.
The Bank, as Registrar, will maintain the Security Register relating to the registration,
payment, transfer and exchange of the Securities in accordance with the Bank's general practices
and procedures in effect from time to time. The Bank shall not be obligated to maintain such
Security Register in any form other than those which the Bank has currently available and currently
utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04. List of Security Holders.
The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the
required fee, a copy of the information contained in the Security Register. The Issuer may also
inspect the information contained in the Security Register at any time the Bank is customarily open
for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or
to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order or
111105734,4 5
other notice of a legal proceeding and prior to the release or disclosure of any of the contents of
the Security Register, the Bank will notify the Issuer so that the Issuer may contest the same or
such release or disclosure of the contents of the Security Register.
Section 4.05. Return of Cancelled Certificates.
The Bank will, at such reasonable intervals as it determines, surrender to the Issuer,
Securities in lieu of which or in exchange for which other Securities have been issued, or which
have been paid.
Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities.
The Issuer hereby instructs the Bank,subject to the applicable provisions of the Resolution,
to deliver and issue Securities certificates in exchange for or in lieu of mutilated, destroyed, lost,
or stolen Securities certificates as long as the same does not result in an overissuance.
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its
discretion,may execute and deliver a replacement Security of like form and tenor,and in the same
denomination and bearing a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or
stolen Security,only after(i)the filing by the Holder thereof with the Bank of evidence satisfactory
to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the
ownership thereof and(ii)the furnishing to the Bank of indemnification in an amount satisfactory
to hold the Issuer and the Bank hann less. All expenses and charges associated with such indemnity
and with the preparation, execution and delivery of a replacement Security shall be borne by the
Holder of the Security mutilated, or destroyed, lost or stolen.
Section 4.07. Transaction Information to Issuer.
The Bank will, within a reasonable time after receipt of written request from the Issuer,
furnish the Issuer information as to the Securities certificates it has paid pursuant to Section 3.01,
Securities certificates it has delivered upon the transfer or exchange of any Securities certificates
pursuant to Section 4.01, and Securities certificates it has delivered in exchange for or in lieu of
mutilated, destroyed, lost, or stolen Securities certificates pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank.
The Bank undertakes to perforin the duties set forth herein and agrees to use reasonable
care in the performance thereof.
The Bank is authorized to transfer funds relating to the closing and initial delivery of the
Securities in the manner disclosed in the closing memorandum as prepared by the Issuer's
-11105734-A 6
Financial Advisor or other agent. The Bank may act on a facsimile or e-mail transmission of the
closing memorandum acknowledged by the Issuer, the Issuer's Financial Advisor or other agent
as the final closing memorandum. The Bank shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Bank's reliance upon and compliance with such instructions_
Section 5.02. Reliance on Documents. Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein,on certificates or opinions furnished to the Bank by the Issuer.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proven that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security, or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality of
the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities certificates containing an endorsement or instruction
of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of
the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated
in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note,security,or other paper or document supplied by the Issuer.
(e) The Bank may consult with legal counsel, and the written advice of such counsel
or any opinion of counsel shall be full and complete authorization and protection with respect to
any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon,
provided that any such written advice or opinion is supplied to the Issuer by the Bank.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer.
The recitals contained herein with respect to the Issuer and in the Securities shall be taken
as the statements of the Issuer,and the Bank assumes no responsibility for their correctness.
01105734:4 1
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04. May Hold Securities.
The Bank, in its individual or any other capacity, may become the owner or pledgee of
Securities and may otherwise deal with the Issuer with the same rights it would have if it were not
the Paying Agent`Registrar, or any other agent.
Section 5.05. Moneys Held by Bank.
The Bank shall deposit any moneys received from the Issuer into a segregated account to
be held by the Bank solely for the benefit of the owners of the Securities to be used solely for the
payment of the Securities, with such moneys in the account that exceed the deposit insurance
available to the Issuer by the Federal Deposit Insurance Corporation,to be fully collateralized with
securities or obligations that are eligible under the laws of the State of Texas to secure and be
pledged as collateral for such accounts until the principal and interest on such securities have been
presented for payment and paid to the owner thereof. Payments made from such account shall be
made by check drawn on such account unless the owner of such Securities shall,at its own expense
and risk, request such other medium of payment.
Subject to the Unclaimed Property Law of the State of Texas, any money deposited with
the Bank for the payment of the principal, premium (if any), or interest on any Security and
remaining unclaimed for three years after the final maturity of the Security has become due and
payable will be paid by the Bank to the Issuer if the Issuer so elects,and the Holder of such Security
shall hereafter look only to the Issuer for payment thereof,and all liability of the Bank with respect
to such monies shall thereupon cease. If the Issuer does not elect, the Bank is directed to report
and dispose of the funds in compliance with Title Six of the Texas Property Code,as amended.
Section 5.06. Indemnifieation.
To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it
harmless against, any loss, liability, or expense incurred without negligence or bad faith on the
Bank's part, arising out of or in connection with the Bank's acceptance or administration of its
duties hereunder, including the cost and expense incurred by the Bank in defending against any
claim or from liability imposed on the Bank in connection with the Bank's exercise or performance
of any of its powers or duties under this Agreement.
Section 5.07. Interpleader.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim,
demand, or controversy over its person as well as funds on deposit, in either a Federal or State
District Court located in the Travis County, Texas, and agree that service of process by certified
or registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank
01 105734.4 a
has the right to file a Bill of Interpleader in any court of competent jurisdiction in Travis County,
Texas to determine the rights of any Person claiming any interest herein.
Section 5.08. Depository Trust Company Services.
It is hereby represented and warranted that, in the event the Securities are otherwise
qualified and accepted for "Depository Trust Company" services or equivalent depository trust
services by other organizations, the Bank has the capability and, to the extent within its control,
will comply with the "Operational Arrangements," effective August 1, 1487, which establishes
requirements for securities to be eligible for such type depository trust services, including,but not
limited to,requirements for the timeliness of payments and funds availability, transfer turnaround
time,and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the
parties hereto.
Section 6.02. Assianment.
This Agreement may not be assigned by either party without the prior written consent of
the other.
Section 6.03. Notices.
Any request, demand, authorization, direction, notice, consent, waiver,or other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of
this Agreement.
Section 6.04. Effect of Headin s.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
Section 6.05. Successors and Assiens.
All covenants and agreements herein by the Issuer and the Bank shall bind their respective
successors and assigns, whether so expressed or not.
01105734.4 q
Section 6.06. Severability.
In case any provision herein shall be invalid,illegal,or unenforceable,the validity,legality,
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 6.07. Benefits of Ap-reement.
Nothing herein, express or implied, shall give to any Person, other than the parties hereto
and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim
hereunder.
Section 6.08. Entire Aireement.
This Agreement and the Resolution constitute the entire agreement between the parties
hereto relative to the Bank acting as Paying Agent,'Registrar and if any conflict exists between this
Agreement and the Resolution, the Resolution shall govern.
Section 6.09. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same Agreement.
Section 6.10. Termination.
This Agreement will terminate on the date of final payment by the Bank of the principal of
and interest on the Securities to the Holders thereof.
This Agreement may be earlier terminated upon 30 days written notice by either party;
provided, however, that this Agreement may not be terminated (i) by the Bank until a successor
Paying Agent/Registrar that is a national or state banking institution and a corporation or
association organized and existing under the laws of the United States of America or of any state
which possesses trust powers and is subject to supervision or examination by a federal or state
regulatory agency has been appointed by the Issuer and has accepted such appointment, or(ii) at
any time during which such termination might, in the judgment of the issuer, disrupt, delay, or
otherwise adversely affect the payment of the principal, premium, if any, or interest on the
Securities. Prior to terminating this Agreement, the Issuer may reasonably require the Bank to
show that such termination will not occur during a period described in(ii) above.
The resigning Paying Agent/Registrar may petition any court of competent jurisdiction for
the appointment of a successor Paying Agent.-'Registrar if an instrument of acceptance by a
successor Paying Agent'Registrar has not been delivered to the resigning Paying Agent,Registrar
within 30 days after the giving of such notice of resignation.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with other pertinent books and records
a 1104 114.4 10
relating to the Securities,to the successor Paying Agent/Registrar designated and appointed by the
Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of the Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the
State of Texas.
Section 6.12. No Boycott of Israel. The Bank is a Company as defined in Section
808.001(2) of the Texas Government Code, which means a for-profit sole proprietorship,
organization, association, corporation, partnership, joint venture, limited partnership, limited
liability partnership,or limited liability company, including a wholly owned subsidiary,majority-
owned subsidiary, parent company, or affiliate of those entities or business associations that exist
to make a profit. The Bank,including any wholly owned subsidiary,majority-owned subsidiary,parent
company,or affiliate thereof,hereby verifies that it does not boycott Israel and will not boycott Israel
through the term of this Agreement. For purposes of this verification, "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.
Section 6.13. No Terrorist Organization. The Bank is a Company as defined in Section
2270.0001(2) of the Texas Government Code, which means a sole proprietorship, organization,
association, corporation, partnership, joint venture, limited partnership, limited liability
partnership, limited liability company,or other entity or business association whose securities are
publicly traded, including a wholly owned subsidiary, majority-owned subsidiary, parent
company, or affiliate of those entities or business associations, that exists to make a profit. The
Bank, including any wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate
thereof, hereby verifies that it is not identified on the lists prepared and maintained by the Texas
Comptroller of Public Accounts under Sections 2252.153 and 2270.0201, Texas Government
Code, as amended.
[The remainder of this page is intentionally left blank]
01105134,4 1 1
BRUSHY CREEK REGIONAL
UTILITY AUTHORITY, INC.
Title: BCR Representative
Address: 221 East Main Street
Roland Rock,Texas 78664
+' k�;'5+,a [SIGNATURE PACE]
IN WITNESS WHEREOF, the }parties hereto have executed this Agreement as of the day
and year first above written.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
By:_ _
Title. Vice P ident
Mailing Address: The Bank of New York Mellon
Trust Company, N.A.
2001 Bryan Street, 10'h Floor
Dallas,Texas 75201
01105734.4 (SIGNATURE PAGE]
SCHEDULE A
Paying Agent/Registrar Fee Schedule
01105734;4 A-1
x
r
Brushy Creek Regional Utility Authority, Inc., City of
Leander, Texas Contract Revenue Bonds (Brushy
Creek Regional (Nater Treatment and Distribution
Project), Series 2018
September 28, 2018
Presented By: Fee Schedule for the following:
BNY Mellon Corporate Trust Paying Agent
Registrar
Escrow Agent
BNY M E LLON
BNY Mellon Corporate Trust
Fee Schedule for Brushy Creek Regional Utility Authority. Inc., City of Leander Texas Contract Revenue Bonds (Brushy Creek
Regional Water Treatment and Distribul'on Project), Series 201 B
Fee Schedule
Subject to the Terms and Disclosures below, upon appointment of The Bank of New York Mellon Trust Company,N.A.("BNYM"or
"us" or "affiliates" or"subs.diaries") in the roles as outlined within this Fee Schedule(this "Fee Schedule"), Brushy Creek Regional
Utility Authority,Inc ("Client"or"You"}shall be responsible for the payment of the fees,expenses and charges as set forth herein
Fees are payable or accrue at the time of the execution of the governing documents(the"Transaction Documents")in connection
with the closing of the transaction(the"Transaction")which is the subject of this Fee Schedule
General Fees
P Acceptance Fee I! ,.
The Transaction Acceptance Fee is payable at the time of the execution of the governing documents in connection with the closing
of the transaction which is the subject of this Agreement(the"Transaction"),and compensates BNYM for the following: review of
all supporting documents,initial establishment of the required accounts and Know Your Client checks.
Annual Paying Agent Fee Ali •
An annual charge covering the normal paying agent duties related to account administration and bondholder services.Our pricing
Is based on the assumption on that the bonds are DTC-eligible/book-entry only.This fee is payable annually,in advance
EscrowAnnual Agent Fee Per Accou n t $500
A charge covering the normal duties and responsibilities related to account administration This fee is payable annually,In advance.
Investment Compensation
With respect to investments in money market mutual funds for which BNYM provides shareholder services,BNYM(or its affiliates)
may receive fees from the mutual funds(or their affiliates) for shareholder services as set forth in the Authorization and Direction
to Invest Cash Balances in Money Market Mutual Funds or other similar fees described in the fund prospectus. For transactions in
and holdings of money market mutual funds maintained on our sweep platforms, we do not charge for trade settlement or
reconciliation,
BNY Mellon will charge a $125 transaction settlement fee for the purchase or sale of commercial paper and U.S treasuries and
agencies,and other securities. There will be a charge of$75 per account per month to reconcile assets held outside of the trust
ledgers.
Arbitrage Rebate . Quote
Delivered by a highly experienced team of professionals,our arbitrage rebate compliance services are designed to help maximize
allowable investment returns on your bond funds and minimize or eliminate your arbitrage liability When BNYM is the trustee
and/or paying agent for your tax-exempt bonds,we simplify the process and provide seamless arbitrage reporting and information_
PRIVATE AND CONFIDENTIAL
The Information contained within this Pee Schedule is the proprietary inlormation of The Bank of New York Mellon and Is confidential,This document,either in
whole or in pert,must not be reproduced or disclosed to others or used for purposes other than that for which It has been supplied without the prior written
permission of The Bank of New York Mellon Client shall not use BNY iMellon's name at trademarks without its prior written permission
2
BNY Mellon Corporate Trust
Fee 5chedu a for Brushy Creek Regional Utility Authority, Inc., City of Leander, Texas Contract Revenue Bonds (Brushy Creek
Reg'onal Water Treatment and D siributlon Project) Series 2018
Extraordinary
The charges for performing extraordinary or other services not contemplated at the time of the execution of the Transaction
Documents or not specifically covered a sewhere in this schedule will be commensurate with the serve.a to be provided and may
be charged in BNY Mellon's sole discretion. If it is contemplated that BNY Mellon hold/and or value collateral,additional acceptance,
administration and counsel review fees will be applicable to the agreement governing such services If the bonds are converted to
certificated form, additional annual fees will be charged for any applicable tender agent and/or registrar/paying agent
services. Additional information will be provided at such time. If all outstanding bonds of a series are defeased or redeemed,or
BNY Mellon is removed as paying agent prior to the maturity of the bonds,a termination fee may be assessed at that t;me-
Miscellaneous fees and expenses may include,but are not necessarily limited to supplemental agreements,tender processing,the
preparation and distribution of sinking fund redemption notices,optional redemptions,failed remarketing processing. preparation
of special or interim reports, UCC filing fees, auditor confirmation fees, wire transfer fees, letter of Credit drawdown fees,
transaction fees to settle third-party trades,and reconcilement fees to balance trust account balances to third-party investment
provider statements. Counsel, accountants,special agents and others will be charged at the actual amount of fees and expenses
billed.FDIC or other governmental charges will be passed along as incurred. Reimbursement will be required for any out-of-pocket
expenses and will be invoiced to the Client at cost.
Client agrees to reimburse BNYM for extraordinary expenses incurred by it in connection with the Transaction to the extent
permitted by law.
In the event that the United States Department of Treasury suspends the sale of State and Local Government Series (SLGS) and
where SLGS reinvestments are required,BNY Mellon will seek direction from the Client If alternative Investment direction is given
by the Client for BNY Mellon to purchase an open market security,BNY Mellon will charge a transaction fee determined at the time
of the transaction.
Negative Interest Rates—Charges
With respect to any funds invested by BNYM in connection with the Transaction,If; (i)any recognized overnight benchmark rate
or any official overnight interest rate set by a central bank or other monetary author ty is negative or zero;or(ii)any market
counterparty or other institution applies a negative Interest rate or any related charge to any account or balance of BNYM or any
account or balance opened for You by BNYM,BNYM may apply a charge to any of Your accounts or balances BNYM will give You
prompt written notice of the application of any such charges. You acknowledge and agree that the application of such a charge by
BNYM may cause the effective interest rate applicable to Your account or balance to be negative,notwithstanding that one or
more of the rates set by third parties specified in clauses(i)and(ii)above may be positive
Terms and Disclosures
Genera!
BNYM's final acceptance of its appointment pursuant to the Transaction Documents is subject to the full review and approval of all
related documentation and standard Know Your Client procedures In the event that this Transaction does not proceed with BNYM
in the roles contemplated by this Fee Schedule and the Transaction Documents, Client will be responsible for payment of any
external counsel fees and expenses and out-of-pocket expenses which BNYM may have incurred up to and including the terminat'on
date.
Client shall be responsible for filing any applicable informat.on returns with the U S. Department of Treasury, Internal Revenue
Service in connection w•th payments made by BNYM to vendors who have not performed services for BNYM's benefit under the
various bond or note Issuances or other undertakings contemplated by this Fee Schedule
PRIVATE AND CONFIDENTIAL
The Inlormation contained within this Fee Schedule is the proprietary Information of The Bank of New York Mesion and is confidential.This document,either In
whole or In part,must not be reproduced or disclosed to others or used for purposes other then that for which it has been supplied without the prior written
permission of The Bank of New York Mellon Client shall not use BNY Mellon's name or trademarks without its prior written permission
3
BNY Mellon Corporate Trust
Fee Schedule for Brushy Creek Regional Utility Authority Inc., City of Leander, Texas Contract Revenue Bonds (Brushy Creole
Regional Water Treatment and Distribution Project) Series 2018
The Bank of New York Mellon Corporation is a global financial organization that operates in and provides services and products to
clients through its affiliates and subsidiaries located in multiple jurisdictions(the"BNY Mellon Group"). The BNY Mellon Group may
(i)centralize in one or more affiliates and subsidiaries certain activities (the"Central zed Functions"), including audit, accounting,
administration,risk management,legal,compliance,sales,product communication,relationship management,and the compilation
and analysis of information and data regarding Client{which,for purposes of this provision,includes the name and business contact
information for Client employees and representatives)and the accounts established pursuant to the Transaction Documents("Client
Information")and(ii)use third party service providers to store,maintain and process Client Information("Outsourced Functions")
Notwithstanding anything to the contrary contained elsewhere in this Fee Schedule or the Transaction Documents and solely in
connection with the Centralized Functions and/or Outsourced Functions,Client consents to the disclosure of, and authorizes BNY
Mellon to disclose,Client Information to(i)other members of the BNY Mellon Group(and their respective officers, directors and
employees) and to (ii) third-party service providers (but solely in connection with Outsourced Functions) who are required to
maintain the Confidentiality of Client Information. In addition,the BNY Mellon Group may aggregate Client Information with other
data collected and/or calculated by the BNY Mellon Group,and the BNY Mellon Group will own all such aggregated data,provided
that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Client Information with Client
specifically. Client represents that it is authorized to consent to the foregoing and that the disclosure of Client Information in
connection with the Centralized Functions and/or Outsourced Functions does not violate any relevant data protection legislation.
Client also consents to the disclosure of Client Information to governmental and regulatory authorities in jurisdictions where the
BNY Mellon Group operates and otherwise as required by law.
Client agrees that BNYM shall have no obligation to expend or risk its own funds or otherwise to incur any liability, financial or
otherwise,in the performance of any of its duties as paying agent or registrar in connection with the Transaction,or in the exercise
of any of its rights or powers in connection therewith,if it shall have reasonable grounds for believing that repayment of such funds
is not assured to it.Client agrees to reimburse BNYM for extraordinary expenses incurred by it in connection with the Transaction
to the extent permitted by law.
Please note the fees quoted in this Fee Schedule are based upon the information available at the present time. Further quotes may
be provided once the structure of the deal has been finalized.Annual Fees cover a period of one year and any portion thereof and
are not subject to pro-ration.Fees may be subject to adjustment during the life of the engagement.
Advance Fees
BNYM requires that Client agree to the fees quoted in this Fee Schedule prior to the commencement of any work or the provision
of any services by BNYM in relation to the Transaction. In the event that BNYM provides any services to Client prior to your
agreement to the fees quoted herein, the commencement of such work or the provision of such services shall not be deemed to
constitute a waiver of the fees listed in this Fee Schedule. BNYM reserves the right to cease providing services until such time as
Client agrees to the fees quoted herein. SNYM reserves the right to request that any and all fees due and payable pursuant to this
Fee Schedule and related in any way to the Transaction are paid in advance(either in whole or in part)prior to the provision of any
services.
Acceptance/Revocation of Offer
You may agree to the fees quoted herein by(i)executing this fee Schedule and returning it to us,(ii)closing the Transaction,or(iii)
instructing us or continuing to instruct us after receipt of this Fee Schedule. Upon the earlier to occur of(i), (ii)and(iii), the fees
quoted herein shall be deemed accepted by you. If you agree to the fees quoted herein, the terms of this Fee Schedule shall
supersede any prior fees quoted with respect to the Transaction. BNYM may revoke the terms of this Fee Schedule if the Transaction
does not close within three months from the date of this Fee Schedule. Should the Transaction fail to close for any reason, a
termination fee equal to BNYM's Acceptance Fee, any external counsel fees, expenses and disbursements and all out-of-pocket
expenses will apply.
PRIVATE AND CONFIDENTIAL
The information contained within this Fee Schedule is the proprietary information of The Bank of Now York Mellon and Is confidential.This document,either In
whole or in part,must not be reproduced or disclosed to others or used for purposes other than that for which it has been supplied without the prior written
permission of The Bank of New York Mellon.Client shalt not use BNY Mellon's name or trademarks without Its prior written permission.
4
BNY Melon Corporate.Trust
Fee Schedule for Brushy Creek Regional Utility Authority, Inc., City of Leander, Texas Contract Revenue Bonds {Brushy Creek
Regional Water Treatment and Distribution Project},Series 2018
Confidential Information
Except as otherwise provided by law, all information provided to Client by BNYM must remain confidential and may not be
intentionally disclosed, reproduced, copied, published, or displayed in any form to any third party without BNYM's prior written
approval
Client Notice Required By the USA Patriot Act
To help the U.S government fight the funding of terrorism and money laundering activities, U5 Federal law requires all financial
institutions to obtain,verify and record information that identifies each person(whether an individual or organization)for which a
relationship is established.When Client establishes a relationship with BNYM,we will ask Client to provide certain information(and
documents)that will help us to identify Client, We will ask for your organization's name,physical address,tax identification or other
government registration number and other information that will help us identify Client. We may also ask for a Certificate of
Incorporation or similar document or other pertinent identifying documentation for your type of organization.
PRIVATE AND CONFIDENTIAL
The Information Contained within this Fee Schedule is the proprietary information of The Bank or New York Mellon and is confidential.This document,either In
whole or in part,must not be reproduced at disclosed to others or used lot purposes other than that for which it has been supplied without the prior written
permission at The Bank of New York Mellon Client shall not use BNY Mellon's name or trademarks without Its prior written permission.
5
EXHIBIT E
ESCROW AGREEMENT
01091047:7 1:-1
ORIGINAL EXECUTED DOCUMENT
TO FOLLOW...
ESCROW AGREEMENT
THIS ESCROW AGREEMENT(Agreement),made by and between Brushy Creek Regional
Utility Authority, a political subdivision of the State of Texas in Travis and Williamson Counties,
Texas, (Authority), acting by and through its General Manager and The Bank of New York Mellon
Trust Company,N.A.,as escrow agent(Escrow Agent)together with any successor in such capacity.
WITNESSETH:
WHEREAS, pursuant to a Resolution finally adopted on October 24,2018 (Resolution), the
Brushy Creek Regional Utility Authority authorized the issuance of $8,770,000 Brushy Creek
Regional Utility Authority, Inc. City of Leander, Texas Contract Revenue Bonds (Brushy Creek
Regional Water Treatment and Distribution Project), Series 2018, dated November 14, 2018
(Obligations) to obtain financial assistance from the Texas Water Development Board (TWDB) for
the purpose of funding water or wastewater system improvements(Project);
WHEREAS, the Escrow Agent is a state or national bank designated by the Texas
Comptroller as a state depository institution in accordance with Texas Government Code, Chapter
404, Subchapter C, or is a designated custodian of collateral in accordance with Texas Government
Code, Chapter 404, Subchapter D and is otherwise qualified and empowered to enter into this
Agreement, and hereby acknowledges its acceptance of the terms and provisions hereof;
WHEREAS, a condition of the Obligations is the deposit of the proceeds of the Obligations
(Proceeds) in escrow subject to being withdrawn only with the approval of the Executive
Administrator of the TWDB (Executive Administrator) or his/her designated representative;
provided, however, the Proceeds can be transferred to different investments so long as all parties
hereto consent to such transfer.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and in
consideration of the amount of fees to be paid by the Authority to the Escrow Agent, as set forth on
EXHIBIT A,the receipt of which is hereby acknowledged,and in order to secure the delivery of the
Obligations,the parties hereto mutually undertake,promise and agree for themselves,their respective
representatives and successors,as follows:
SECTION 1: ESCROW ACCOUNT. Upon the delivery of the Obligations described
above, the Proceeds identified under TWDB Commitment Number(s) LD18814 shall be deposited
to the credit of a special Escrow Account (Escrow Account) maintained at the Escrow Agent on
behalf of the Authority and the TWDB and shall not be commingled with any other accounts or with
any other proceeds or funds. The Proceeds received by the Escrow Agent under this Agreement shall
not be considered as a banking deposit by the Authority, and the Escrow Agent shall have no right
to title with respect thereto except as Escrow Agent under the terms of this Agreement.
The Escrow Account shall be entitled "Brushy Creek Regional Utility Authority, City of
Leander Contract Revenue Bonds,Texas Water Development Board LD 18814 Escrow Account'and
shall not be subject to warrants, drafts, or checks drawn by the Authority but shall be disbursed or
withdrawn to pay the costs of the Project for which the Obligations were issued or other purposes in
0 1114860;5
accordance with the Resolution and solely upon written authorization from the Executive
Administrator or his'her designated representative. The Escrow Agent shall provide to the Authority
and to the TWDB the Escrow Account bank statements upon request.
SECTION 2: COLLATERAL. All cash deposited to the credit of such Escrow Account
and any accrued interest in excess of the amounts insured by the FDIC and remaining uninvested
under the terms of this Agreement shall be continuously secured by a valid pledge of direct
obligations of the United States of America or other collateral meeting the requirements of the Public
Funds Collateral Act,Texas Government Code, Chapter 2257.
SECTION 3: INVESTMENTS. While the Proceeds are held in escrow, the Escrow Agent
shall only invest escrowed Proceeds in investments that are authorized by the Public Funds
Investment Act,Texas Government Code, Chapter 2256(PFIA). It is the Authority's responsibility
to direct the Escrow Agent to invest all proceeds in a manner that is consistent not only with the
PFIA but also with its own written investment policy.
SECTION 4: DISBURSEMENTS. The Escrow Agent shall not honor any disbursement
from the Escrow Account,or any portion thereof, unless and until it has been supplied with written
approval and consent by the Executive Administrator or his`her designated representative. However,
no written approval and consent by the Executive Administrator shall be required if the disbursement
involves transferring Proceeds from one investment to another within the Escrow Account provided
that all such investments are consistent with the PFIA requirements.
SECTION 5: UNEXPENDED FUNDS. Any Proceeds remaining unexpended in the
Escrow Account after completion of the Project and after the final accounting has been submitted to
and approved by the TWDB shall be disposed of pursuant to the provisions of the Resolution. The
Authority shall deliver a copy of such TWDB approval of the final accounting to the Escrow Agent
together with instructions concerning the disbursement of unexpended Proceeds hereunder. The
Escrow Agent shall have no obligation to ensure that such unexpended Proceeds are used as required
by the provisions of the Resolution,that being the sole obligation of the Authority.
SECTION 6: CERTIFICATIONS. The Escrow Agent shall be authorized to accept and
rely upon the certifications and documents furnished to the Escrow Agent by the Authority and the
TWDB and shall not be liable for the payment of any funds made in reliance in good faith upon such
certifications or other documents or approvals,as herein recited.
SECTION 7: LIABILITY OF ESCROW AGENT. To the extent permitted by law, the
Escrow Agent shall not be liable for any act done or step taken or omitted by it or any mistake of fact
or law,except for its negligence or willful misconduct or failure in the performance of any obligation
imposed upon it hereunder. The Escrow Agent shall not be responsible in any manner for any
proceedings in connection with the Obligations or any recitation contained in the Obligations.
SECTION 8: RECORDS. The Escrow Agent will keep complete and correct books of
record and account relating to the receipts, disbursements, allocations and application of the money
deposited to the Escrow Account, and investments of the Escrow Account and all proceeds thereof.
01114860:5
LOL-006
1114560;5LGL-006 1&01 13
The records shall be available for inspection and copying at reasonable hours and under reasonable
conditions by the Authority and the TWDB.
SECTION 9: MERGER/CONSOLIDATION. In the event that the Escrow Agent merges
or consolidates with another entity or sells or transfers substantially all of its assets or corporate trust
business, then the successor entity shall be the successor Escrow Agent without the necessity of
further action as long as the successor entity is a state or national bank designated by the Texas
Comptroller as a state depository institution in accordance with Texas Government Code, Chapter
404, Subchapter C, or is a designated custodian of collateral in accordance with Texas Government
Code Chapter 404, Subchapter D. The Escrow Agent must provide the TWDB with written
notification within 30 days of acceptance of the merger, consolidation, or transfer. If the merger,
consolidation or other transfer has occurred between state banks, the newly-created entity shall
forward the certificate of merger or exchange issued by the Texas Department of Banking as well as
the statement filed with the pertinent chartering authority, if applicable, to the TWDB within five
business days following such merger, consolidation or exchange_
SECTION 10: AMENDMENTS. This Agreement may be amended from time to time as
necessary with the written consent of the Authority and the TWDB, but no such amendments shall
increase the liabilities or responsibilities or diminish the rights of the Escrow Agent without its
consent.
SECTION 11: TERMINATION. In the event that this Agreement is terminated by either
the Authority or by the Escrow Agent, the Escrow Agent must report said termination in writing to
the TWDB within five business days of such termination. The Authority is responsible for ensuring
that the following criteria are satisfied in selecting the successor escrow agent and notifying the
TWDB of the change in escrow agents: (a) the successor escrow agent must be a FDIC-insured state
or national bank designated by the Texas Comptroller as a state depository or is a designated
custodian of collateral in accordance with Texas Government Code Chapter 404, Subchapter D; (b)
the successor escrow agent must be retained prior to or at the time of the termination; (c) an escrow
agreement must be executed by and between the Authority and the successor escrow agent and must
contain the same or substantially similar terms and conditions as are present in this Agreement; and
(d) the Authority must forward a copy of the executed escrow agreement with the successor escrow
agent to the TWDB within five business days of said termination. No funds shall be released by the
TWDB until it has received,reviewed and approved the escrow agreement with the successor escrow
agent. if the Authority has not appointed a successor escrow agent within thirty (30) days of the
notice of termination, the Escrow Agent may petition any court of competent jurisdiction in Texas
for the appointment of successor escrow agent or for other appropriate relief,and any such resulting
appointment shall be binding upon the Authority. Whether appointed by the Authority or a court,
the successor escrow agent and escrow agreement must be approved by the TWDB for the
appointment to be effective. The Escrow Agent is responsible for performance under this Agreement
until a successor has been approved by the TWDB and has signed an acceptable escrow agreement.
SECTION 12: EXPIRATION. This Agreement shall expire upon final transfer of the funds
in the Escrow Account to the Authority_
01114860,3 _
LGL-006 10.'01 13
SECTION 13: POINT OF CONTACT. The points of contact for the Escrow Agent, the
Authority and the TWDB are as follows:
The Bank of New York Mellon Trust Karen Bondy Jeff Walker
Company General Manager Executive Administrator
2001 Bryan Street, 10"Floor BCRUA Texas Water Development Board
Dallas,Texas 75201 221 E.Main Street 1700 North Congress Avenue
Ph:(214)580-1226 Round Rock,Texas 78664 Austin,Texas 78701
Beverly Evans[ubnymellon.com Ph-512-215-9151
kbondya bcrua.org
SECTION 14: RIGHTS AND PROTECTIONS. No provisions of this Agreement shall
require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability
for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
satisfactory to it against such risks or liability is not assured to it.
The Escrow Agent may rely and shall be protected in acting or refraining from acting upon
any resolution,certificate,statement, instrument,opinion,report,notice,request,direction,consent,
order,bond,note,security,or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties.
The Escrow Agent may consult with counsel,and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any action
taken,suffered,or omitted by it hereunder in good faith and in reliance thereon.
The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, attorneys,custodians or nominees appointed with
due care, and shall not be responsible for any willful misconduct or negligence on the part of any
agent, attorney,custodian or nominee so appointed.
Although the Authority recognizes that it may obtain a broker confirmation or written
statement containing comparable information at no additional cost, the Authority agrees that
confirmations of investments are not required to be issued by the Escrow Agent for each month in
which a monthly statement is rendered and that no statement need be rendered for the Escrow
Account if no activity occurred in such account during such month.
To the extent permitted by law, the Authority agrees to indemnify, defend and hold the
Escrow Agent and its officers, directors, agents, and employees harmless from and against any and
all loss,damage, claim, liability and expense that may be incurred by the Escrow Agent arising out
of or in connection with its acceptance or appointment as Escrow Agent hereunder, including the
costs and expenses of defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder except that the Escrow Agent shall not be
indemnified for any loss, damage, claim, liability, or expense resulting from its own negligence or
willful misconduct. The foregoing indemnification shall survive the termination of this Agreement
or the resignation or removal of the Escrow Agent for any reason.
SECTION 15: ELECTRONIC MEANS. The Escrow Agent shall have the right to accept
01114860;5 -4-
LGL-006 10'01 13
and act upon instructions,including funds transfer instructions("Instructions')given pursuant to this
Agreement and delivered using Electronic Means ("Electronic Means" shall mean the following
communications methods: e-mail, facsimile transmission,secure electronic transmission containing
applicable authorization codes, passwords and.-or authentication keys issued by the Escrow Agent,
or another method or system specified by the Escrow Agent as available for use in connection with
its services hereunder.); provided, however, that the Authority shall provide to the Escrow Agent an
incumbency certificate listing officers with the authority to provide such Instructions ("Authorized
Officers") and containing specimen signatures of such Authorized Officers, which incumbency
certificate shall be amended by the Authority, whenever a person is to be added or deleted from the
listing. If the Authority elects to give the Escrow Agent Instructions using Electronic Means and the
Escrow Agent in its discretion elects to act upon such Instructions,the Escrow Agent's understanding
of such Instructions shall be deemed controlling. The Authority understands and agrees that the
Escrow Agent cannot determine the identity of the actual sender of such Instructions and that the
Escrow Agent shall conclusively presume that directions that purport to have been sent by an
Authorized Officer listed on the incumbency certificate provided to the Escrow Agent have been sent
by such Authorized Officer. The Authority shall be responsible for ensuring that only Authorized
Officers transmit such Instructions to the Escrow Agent and that the Authority and all Authorized
Officers are solely responsible to safeguard the use and confidentiality of applicable user and
authorization codes, passwords and.--'or authentication keys upon receipt by the Authority. The
Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from
the Escrow Agent's reliance upon and compliance with such Instructions notwithstanding such
directions conflict or are inconsistent with a subsequent written instruction. The Authority agrees:
(i)to assume all risks arising out of the use of Electronic Means to submit Instructions to the Escrow
Agent, including without limitation the risk of the Escrow Agent acting on unauthorized Instructions,
and the risk of interception and misuse by third parties;(ii) that it is fully informed of the protections
and risks associated with the various methods of transmitting Instructions to the Escrow Agent and
that there may be more secure methods of transmitting Instructions than the method(s) selected by
the Authority; (iii) that the security procedures (if any) to be followed in connection with its
transmission of Instructions provide to it a commercially reasonable degree of protection in light of
its particular needs and circumstances; and (iv) to notify the Escrow Agent immediately upon
learning of any compromise or unauthorised use of the security procedures.
SECTION 16: COUNTERPARTS. This Agreement may be executed in any number of
counterparts,each of which shall be deemed an original and all of which shall constitute one and the
same instrument.
SECTION 17: CHOICE OF LAW. This Agreement shall be governed exclusively by the
applicable laws of the State of Texas. Venue for disputes shall be in the District Court of Travis
County,Texas.
SECTION 18: ASSIGNABILITY. This Agreement shall not be assignable by the parties
hereto, in whole or in part, and any attempted assignment shall be void and of no force and effect.
41114860;5 -5-
LGL-006 10 01 13
SECTION 19: ENTIRE AGREEMENT. This Agreement evidences the entire agreement
between the Escrow Agent and the Authority and supersedes any other agreements, whether oral or
written, between the parties regarding the Proceeds or the Escrow Account.
SECTION 20: VALIDITY OF PROVISIONS. If any term, covenant, condition or
provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no
way be affected, impaired or invalidated thereby.
SECTION 21: COMPENSATION FOR ESCROW SERVICES. The Escrow Agent shall
be entitled to compensation for its services as stated in Exhibit A, which compensation shall be paid
by the Authority but may not be paid directly from the Escrow Account.
SECTION 22: NO BOYCOTT OF ISRAEL. The Escrow Agent is a Company as defined
in Section 808.001(2) of the Texas Government Code, which means a for-profit sole proprietorship,
organization,association,corporation,partnership,joint venture,limited partnership,limited liability
partnership, or limited liability company, including a wholly owned subsidiary, majority-owned
subsidiary,parent company,or affiliate of those entities or business associations that exist to make a
profit. The Escrow Agent, including any wholly owned subsidiary, majority-owned subsidiary, parent
company,or affiliate thereof, hereby verifies that it does not boycott Israel and will not boycott Israel
through the term of this Agreement. For purposes of this verification, "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.
SECTION 23: NO TERRORIST ORGANIZATION. The Escrow Agent is a Company
as defined in Section 2270.0001(2) of the Texas Government Code, which means a sole
proprietorship,organization,association,corporation,partnership,joint venture, limited partnership,
limited liability partnership, limited liability company,or other entity or business association whose
securities are publicly traded, including a wholly owned subsidiary, majority-owned subsidiary,
parent company, or affiliate of those entities or business associations, that exists to make a profit.
The Escrow Agent,including any wholly owned subsidiary, majority-owned subsidiary, parent company,
or affiliate thereof, hereby verifies that it is not identified on the lists prepared and maintained by the
Texas Comptroller of Public Accounts under Sections 2252.153 and 2270.0201,Texas Government
Code, as amended.
01114960.5 [r-
LGL-006 10'01 13
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective upon
October 24, 2018.
BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC-
By.-
Authorized
NC-By. Authorized Representative
Address: 221 East Main Street
Round Rock,Texas 78664
e9�Or+al.Ufi/i
(SEAL) Sad,'":•c
V JULY 26, _O o
T; 2007
ysq•'•TEXAS.•'•
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Escrow Agent
By:
Title.
(Bank Seal)
01114360,5
[SIGNATURE PAGE]
VA.-006 10 0 t 1;
IN WITNESS WHEREOF, the parties hereto have executed this Aoreement effective upon
October 24,2018.
BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC.
By:
Authorized Representative
Address: 221 East Main Street
Round Rock,Texas 78664
(SEAL)
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Escrow Agent
By:
Title: Vice President
(Bank Seal)
01[14360.5
[SIGNATURE PAGE
I.GL,006 I WO I/13
EXHIBIT A
Fee Schedule
01114860;5
LGL 006 10=01 13
I
Brushy Creek Regional Utility Authority, Inc., City of
Leander, Texas Contract Revenue Bonds (Brushy
Creek Regional Water Treatment and Distribution
Project), Series 2018
September 28, 2018
Presented By: t=ee Schedule for the following:
BNY Mellon Corporate Trust • Paying Agent
• Registrar
• Escrow Agent
BNY MELLON
BNY Mellon Corporate Trust
Fee Schedule for Brushy Creek Regional Utility Authority, Inc., City of Leander Texas Contract Revenue Bonds (Brushy Creek
Regional Water Treatment and Distribution Project) Serres 2018
Fee Schedule
Subject to the Terms and Disclosures below,upon appointment of The Bank of New York Mellon Trust Company. N.A ("8NYM"or
"us'or"affiliates"or"subsidiaries")in the roles as outlined within this Fee Schedule(this"Fee Schedule"), Brushy Creek Regio-ial
Utility Authority,Inc.("Client"or"You")shall be respon%ible for the payment of the fees,expenses and charges as set forth here n
Fees are payable or accrue at the time of the execution of the governing documents(the"Transaction Documents")in connection
with the closing of the transaction(the"Transaction')which is the subject of this Fee Schedule
General Fees
Acceptance Fee /1 ..
The Transaction Acceptance Fee Is payable at the time of the execution of the govern'ng documents in connection with the closing
of the transaction which is the subject of this Agreement(the"Transaction"),and compensates BNYM for the following:review of
all supporting documents,initial establishment of the required accounts and Know Your Client checks
Annual Paying Agent fee ill ■
An annual charge covering the normal paying agent duties related to account admin stration and bondholder services.Our pricing
Is based on the assumption on that the bonds are DTC-eligible/book-entry only This fee is payable annually,in advance.
Annual Escrow Agent Fee . . Account 11 ■
A charge covering the normal duties and responsibilities related to account admin stration This fee is payable annually,in advance.
CompensationInvestment
W.th respect to investments In money market mutua'funds for which BNYM provides shareholder services,BNYM(or its affiliates)
may receive fees from the mutual funds(or their affiliates)for shareholder sery ces as set forth in the Authorization and D;rection
to invest Cash Balances in Money Market Mutual Funds or other similar fees described in the fund prospectus For transactions in
and hold ngs of money market mutual funds maintained on our sweep platforms, we do not charge for trade settlement or
reconciliation
BNY Mellon wfi,charge a $125 transact or settlement fee for the purchase or sale of commercial paper and U.S. tmasurws and
agencies,and other securities. There wile be a charge of$75 per account per month to reconcile assets held outside of the trust
ledgers.
Arbitrage • .te Please Call For Quote
Delivered by a highly experienced team of professionals,our arbitrage rebate compliance services are designed to help maximize
allowable investment returns on your bond funds and minimize or eliminate your arbitrage liability. When BNYM is the trustee
and/or paying agent for your tax-exempt bonds,we simplify the process and provide seamless arbitrage reporting and.nformation
PRIVATE AND CONFIDENTIAL.
The information contained within this Fee schedule Is the proprietary uiiDina,.ion of The Bank of NP%v Y;:rk Mrilon and s ct:-ffdentlal This document,either in
whole or in part,must not be reproduced or disclosed to others or used for purposes other than that for which it hes been supplied without the prior written
permission of The Banc of New York Mellon,Client shall not use ONY Mellon's name or trademarks without its prior written permission.
2
BNY Mellon Corporate Trust
Fee Schedule for Brushy Creek Regional Utility Authority, Inc., City of Leander, Texas Contract Revenue Bonds (Brushy Creek
Regional Water Treatment and Distribution Project),Series 2018
Extraordinary Services/Miscellaneous Fees
The charges for performing extraordinary or other services not contemp'ated at the t-me of the execution of the Transaction
Documents or not specifically covered elsewhere in this schedule will be commensurate with the service to be provided and may
be charged in BNY Mellon's sole discretion. If it is contemplated that BNY Mellon hold/and or value collateral,additional acceptance,
administration and counsel review fees will be applicable to the agreement governing such services. If the bands are converted to
certificated form, additional annual fees will be charged for any appticab a tender agent and/or registrar/paying agent
services. Additional information will be provided at such time If all outstanding bonds of a series are defeased or redeemed, or
BNY Mellon is removed as paying agent prior to the maturity of the bonds,a termination fee may be assessed at that time.
Miscellaneous fees and expenses may include,but are not necessarily limited to supplemental agreements,tender processing,the
preparation and distribution of sinking fund redemption notices,optional redemptions,failed remarketing processing,preparation
of special or interim reports, UCC filing fees, auditor confirmat.on fees, wire transfer fees, Letter of Credit drawdown fees,
transaction fees to settle third-party trades, and reconcilement fees to balance trust account balances to third party investment
provider statements. Counsel,accountants, special agents and others will be charged at the actual amount of fees and expenses
billed.FDIC or other governmental charges will be passed along as;ncurred Reimbursement will be required for any out-of-pocket
expenses and will be invoiced to the Client at cost.
Client agrees to reimburse BNYM for extraordinary expenses incurred by it in connection with the Transaction to the extent
permitted by law.
In the event that the United States Department of Treasury suspends the sate of State and Local Government Series(SLGS)and
where SLGS reinvestments are required,BNY Melton will seek direction from the Client. If alternative investment direction is given
by the Client for BNY Mellon to purchase an open market security,BNY Mellon will charge a transaction fee determined at the time
of the transaction.
Negative Interest Bates—Charges
With respect to any funds Invested by BNYM in connection with the Transaction,if. (I)any recognized overnight benchmark rate
or any official overnight interest rate set by a central bank or other monetary authority Is negative or zero;or(h)any market
counterparty or other institution applies a negative interest rate or any related charge to any account or balance of BNYM or any
account or balance opened for You by BNYM,BNYM may apply a charge to any of Your accounts or balances. BNYM wi I give You
prompt written notice of the application of any such charges. You acknowledge and agree that the application of such a charge by
BNYM may cause the effective interest rate applicable to Your account or balance to be negative,notwithstanding that one or
more of the rates set by third parties specified in clauses(I)and(Il)above may be positive.
Terms and Disclosures
General
BNYM's final acceptance of Its appointment pursuant to the Transaction Documents is subject to the full review and approval of all
related documentat'on and standard Know Your Client procedures.In the event that th s Transaction does not proceed with BNYM
in the roles contemplated by this Fee Sch9dufe and the Transaction Documents, Client will be responsible for payment of any
external counsel fees and expenses and out-of-pocket expenses which BNYM may have incurred up to and including the termination
date
Client shat be responsible for filing any applicable information returns with the U.S. Department of Treasury, Internal Revenue
Service in connection with payments made by BNYM to vendors who have not performed services for BNYM's benefit under the
various bond or note Issuances or other undertakings contemplated by this Fee Schedule-
PRIVATE AND CONFIDENTIAL
The informatio:t_ntar.e l w Thin IN F0. i dule is t propr-eia y i.- :m.t. i The ea. -of N-w York Mal -n and is confidential.This document either M
whole or in part,must not be reproduced or disclosed to others or used for purposes other than that for which It has been supplied without the prior written
permission of The Bank of New York Mellon Client shall nol use BNY Mellon a name or trademarks without its prior written permission.
3
8NY Mellon Corporate Trust
Fee Schedule for Brushy Creek Regional Utility Authority. Inc., City of Leander Texas Contract Revenue Bonds (Brushy Creek
Reg'onal Water Treatment and Distribution Project) Series 2018
The Bank of New York Mellon Corporation is a global financial organ zation that operates in and provides services and products to
clients through.ts affiliates and subsidiaries located in multiple jurisdictions(the"BNY Mellon Group'). The BNY Me Ion Group may
(i)centralize in one or more affiliates and subsidiar'es certain activit:es(the"Centralized Functions"),including audit,accounting,
administration,risk management.legal,compliance,sales,product communication,relationship management,and the compilation
and analysis of information and data regarding Client(which,for purposes of this provision,includes tl-e name and business contact
informat'on for Client employees and representatives)and the accounts established pursuant to the Transaction Documents("Client
Information")and(i)use th rd party service providers to store,maintain and process Client Information("Outsourced Functions")
Notwithstanding anything to the contrary contained elsewhere in this Fee Schedule or the Transaction Documents and solely in
connection with the Centralized Functions and/or Outsourced Functions,Client consents to the disclosure of, and authorizes BNY
Melon to disclose,Client Information to(i)other members of the BNY Mellon Group(and their respective officers,directors and
employees) and to (ii) third party service providers (but solely in connection with Outsourced Functions) who are required to
maintain the confidentiality of Client Information. In addition,the BNY Mellon Group may aggregate Client Information with other
data collected and/or calcu ated by the BNY Mellon Group,and the BNY Mellon Group will own all such aggregated data,provided
that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Client Information with Client
specifically. C lent represents that it is authorized to consent to the foregoing and that the disclosure of Client Information in
connection with the Centralized Functions and/or Outsourced Functions does not violate any relevant data protection legislation.
Client also consents to the disclosure of Client Information to governmental and regulatory authorities in jurisdictions where the
BNY Mellon Group operates and otherwise as required by law.
Client agrees that BNYM shall have no obligation to expend or risk its own funds or otherwise to incur any liability, financial or
otherwise,in the performance of any of its duties as paying agent or registrar in connection with the Transaction,or In the exercise
of any of its rights or powers in connection therewith,if it shall have reasonable grounds for believing that repayment of such funds
is not assured to it.Client agrees to reimburse BNYM for extraordinary expenses incurred by it in connection with the Transaction
to the extent permitted by law.
Please note the fees quoted in this Fee Schedule are based upon the information available at the present time further quotes may
be provided once the structure of the deal has been finalized.Annual Fees cover a period of one year and any portion thereof and
are not subject to pro-ration.Fees may be subject to adjustment during the We of the engagement
Advance Fees
BNYM requires that Client agree to the fees quoted in this Fee Schedule prior to the commencement of any work or the provision
of any services by BNYM .'n relation to the Transaction. In the event that BNYM provides any services to Client prior to your
agreement to the fees quoted herein, the commencement of such work or the provision of such services shall not be deemed to
constitute a waiver of the fees listed in this Fee Schedule. BNYM reserves the right to cease provid,ng serv;ces until such time as
Client agrees to the fees quoted herein.BNYM reserves the right to request that any and a I fees due and payable pursuant to this
Fee Schedule and related in any way to the Transaction are paid in advance(either in whole or in part)prior to the provision of any
services.
Acceptance/Revocation of Offer
You may agree to the fees quoted herein by(i)executing this Fee Schedule and returning it to us,(ii)closing the Transaction,or(iii)
instructing us or continuing to instruct us after receipt of this Fee Schedule. Upon the earlier to occur of(I),(-i)and(iii), the fees
quoted herein shall be deemed accepted by you. If you agree to the fees quoted herein, the terms of this Fee Schedule shall
supersede any prior fees quoted with respect to the Transaction. BNYM may revoke the terms of this Fee Schedule if the Transaction
does not close within three months from the date of this Fee Schedule. Should the Transaction fail to close for any reason, a
termination fee equal to BNYM's Acceptance Fee, any external counsel fees, expenses and disbursements and all out of pocket
expenses will apply.
PRIVATE AND CONFIDENTIAL
The contained within this Fee Scher,de s the proprietary information at The Bank of New York fdellon and is con'_v%lial.'?-is(W..menl,e;:-.er in
whole or in part,must not be reproduced or disclosed to others or used rot purposes other than that for which It has been supplied without the prior written
permission of The Bank of New York Mellon Client shall not use BNY Mellon$name"trademarks without its prior written permission
4
BNY Mellon Corporate Trust
Fee Schedule for Brushy Creek Reg onal Utility Authority, Inc.. City of Leander, Texas Contract Revenue Bonds (Brushy Creek
Regional Water Treatment and 0 str bulion Project),Series 2018
Confidential Information
Except as otherwise provided by law, a-I igf(irmation provided to Client by BNYM must remain confidential and may not be
intentionally disclosed, reproduced, coped. pAlished, or displayed in any form to any third party without BNYM's prior written
approval
Client Notice Required By the USA Patriot Act
To help the U 5. government fight the funding of terrorism and money laundering activities, U5 Federal law requires al fmancia
institut ons to obtain,verify and record information that identifies each person(whether an individual or organization)for which a
relationship is established When Client establishes a relationship with BNYM,we will ask Client to provide certain information(and
documents)that will hp;p us to identify Client. We will ask for your organization's name,physical address,tax identification or other
government registration number and other information that will help us identify Client. We may also ask for a Certificate of
Incorporation or simi'ar document or other pertinent identifying documentation for your type of organization.
PRIVATE AND CONFIDENTIAL
Th. intorrnalion contained within this Fee Schedule is the proprietary inlormaiion of The 13ank of New York Hellon and is confidential This document,either In
whole or In part,must not be reproduced or disclosed to others or used for purposes other than that for which It has bean supplied without the prior written
permission of The Bank of Now York Mellon Client shall not use BNY Mellon's name or trademarks wilhout its prior written permission.
S