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BCRUA_21-08-25-6D CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS § COUNTIES OF TRAVIS AND WILLIAMSON § BRUSHY CREEK REGIONAL UTILITY AUTHORITY § I, the undersigned Secretary of the Board of Directors (the "Board") of the Brushy Creek Regional Utility Authority, Inc., hereby certify as follows: 1. The Board convened in a REGULAR MEETING ON THE 25TH DAY OF AUGUST, 2021 at the designated meeting place (the "Meeting"), and the roll was called of the duly constituted members of said Board, to-wit: Nacole Thompson President Anne Duffy Vice President Rene Flores Secretary Mei Kirkland Citizen Director Matt Baker Citizen Director Jason Anderson Citizen Director and all of said persons were present, except for the following: ValLbK -,1,Ac�— thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: a written Resolution entitled RESOLUTION APPROVING A FINANCING AGREEMENT BETWEEN THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC. AND THE TEXAS WATER DEVELOPMENT BOARD AND OTHER MATTERS IN CONNECTION THEREWITH was duly introduced for consideration of said Board. It was then duly moved and seconded that said Resolution be passed; and, after due discussion, said motion, carrying with it the passage of said Resolution, prevailed and carried by the following vote: AYES: -� NOES: ABSTENTIONS: 2. A true, full and correct copy of the aforesaid Resolution passed at the meeting described in the above and foregoing paragraph is attached to and follows this Certificate: said Resolution has been duly recorded in the official minutes of said Board; the above and foregoing paragraph is a true, full and correct excerpt from the agenda of said meeting pertaining to the passage of said Resolution; the persons named in the above and foregoing paragraph, at the time of said meeting and the passage of said Resolution, were the duly chosen, qualified and acting officers and members of said Board as indicated therein; each of said officers and members was duly and sufficiently notified officially and personally in advance, of the time, place and purpose of the aforesaid meeting and that said Resolution would be introduced and considered for passage at said meeting, and each of said officers and members consented in advance to the holding of said meeting for such purpose; and 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. SIGNED AND SEALED this of August, 2021. Secrry, Board of tors President, Board of Dir ctors BrustaCreek Regional Utility Authority, Inc. Brushy Creek Regional Utility Authority, Inc. [SEAL] �e9'One[ P o�ty QR R4�•. `' SEAi,�'�c U I j L I007 yf�••.r�xAS.•� .� a RESOLUTION NO. R-21-08-25-61) RESOLUTION APPROVING A FINANCING AGREEMENT BETWEEN THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC. AND THE TEXAS WATER DEVELOPMENT BOARD AND OTHER MATTERS IN CONNECTION THEREWITH, RELATING TO THE SALE OF 575,310,000 BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC., CITY OF CEDAR PARK, TEXAS CONTRACT REVENUE BONDS (BRUSHY CREEK REGIONAL WATER TREATMENT AND DISTRIBUTION PROJECT), SERIES 2021 WHEREAS, the Brushy Creek Regional Utility Authority (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") and existing under the laws of the State, including Subchapter D of Chapter 431, as amended, Texas Transportation Code; and WHEREAS, the BCRUA's Board of Directors approved a resolution authorizing an application (the "Application") to the Texas Water Development Board (the "TWDB") requesting financial assistance in the aggregate amount of$194,000,000 from the State Water Implementation Revenue Fund for Texas (the "SWIRFT"); and WHEREAS, on July 22, 2021, the TWDB adopted Resolution No. 21-082 approving the Application and committed, subject to certain conditions,to purchase a separate series of contract revenue bonds issued by BRCUA, City of Cedar Park, Texas Contract Revenue Bonds (the "Bonds") in the amount of$75,310,000 to finance the City of Cedar Park's respective share of the Project; and WHEREAS, in connection with the proposed issuance of the Bonds, the TWDB has presented to BCRUA a Financing Agreement, attached hereto as Exhibit "A," and incorporated herein by reference (the "Financing Agreement"); and WHEREAS, due to the respective meeting schedules of BCRUA and the City of Cedar Park and the deadline for the submission of the executed Financing Agreement, which must be submitted by the BCRUA to the TWDB no later than September 8, 2021, the BCRUA is hereby presented with the Financing Agreement for its approval prior to the approval of the Financing Agreement by the City of Cedar Park, and each such approval by the City of Cedar Park shall be obtained prior to the submission by the BCRUA of an executed Financing Agreement to the TWDB; and WHEREAS, it is hereby found and determined that it is necessary and in the best interests of the BCRUA and the Cities for BCRUA to approve this Financing Agreement, which approval shall be subject to the approval of the City Council of Cedar Park; and WHEREAS, it is hereby further officially found and determined that public notice of the time,place,and purpose of this meeting was given, all as required by Texas Government Code, Chapter 551. 7{541 BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY: SECTION 1. RECITALS. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. SECTION 2. FINANCING AGREEMENT. The Financing Agreement is hereby approved, and the President of the Board and the General Manager are each hereby authorized to execute the Financing Agreement on behalf of the BCRUA in substantially the form and substance attached hereto as Exhibit"A"with such changes as may be approved by general counsel and bond counsel to the BCRUA. The Secretary of the Board is also authorized to attest the Financing Agreement.The General Manager is hereby delegated the authority to confer with the City Manager of the City of Cedar Park regarding approval of TWDB financing rates in accordance with the Financing Agreement. The General Manager is authorized to take such actions as necessary to implement this Resolution. SECTION 3. CITY OF CEDAR PARK APPROVAL. Notwithstanding anything in this Resolution to the contrary, the approval of the City Council of Cedar Park, either before or after the date of adoption of this resolution,is required before the BCRUA may execute and deliver the Financing Agreement to the TWDB. SECTION 4. OPEN MEETINGS. It is hereby officially found and determined that the meeting at which this ordinance is passed was open to the public as required and that public notice of the time, place, and purpose of said meeting was given as required by the Open Meetings Act, Chapter 551, Tex. Gov't. Code. RESOLVED this 25th day of August, 2021 \--/A 1� m�r!Q a '1. NACOLE THOMPSO , President Brushy Creek Regional Utility Authority ATTEST: RE E FLORES, Sec Exhibit "A" FINANCING AGREEMENT �Y�Ftoti� FINANCING AGREEMENT This FINANCING AGREEMENT (Agreement) is entered into between the TEXAS WATER DEVELOPMENT BOARD (TWDB),an agency of the State of Texas,and the Brushy Creek Regional Utility Authority (Borrower).The TWDB and the Borrower may be referred to as the "Party"or"Parties" in this Agreement. RECITALS WHEREAS, the TWDB adopted Resolution No, 21-0$2 (Attachment A,referred to as the Resolution) on July 22, 2021, making a commitment to the Borrower for financial assistance in the amount of$194,400,000 from the State Water Implementation Revenue Fund for Texas (SWIRFT) administered by the TWDB; and WHEREAS, through this Agreement,the Borrower intends to sell to the TWDB the Borrower's $75,310,000 Brushy Creek Regional Utility Authority, Inc.,City of Cedar Park, Texas Contract Revenue Bonds (Brushy Creek Regional Water Treatment and Distribution Project), Proposed Series 2021 (Borrower's Bonds) for the TWDB's financial assistance from the SWIRFT, as further described in Attachment B; and WHEREAS, through a separate agreement,the Borrower intends to sell to the TWDB the Borrower's $40,000,000 Brushy Creek Regional Utility Authority, Inc., City of Leander, Texas Contract Revenue Bonds (Brushy Creek Regional Water Treatment and Distribution Project), Proposed Series 2021 for the TWDB's financial assistance from the SWIRFT; and WHEREAS, the SWIRFT is funded in part with proceeds of the expected issuance of TWDB's revenue bonds (SWIRFT Bonds), issued under authority of Texas Water Code §§ 15.472 and 15.475, and Texas Constitution,Article III, Section 49-d-13; and WHEREAS, the SWIRFT Bonds are additionally secured by money made available under the terms of a bond enhancement agreement executed under authority of Texas Water Code §§ 15.434 and 15.435,and Texas Constitution,Article III, Section 49-d-12; and WHEREAS, the SWIRFT is funded, in part, with money received as repayment of financial assistance provided from the SWIRFT, under Texas Water Code§ 15.472,which is Pagel of 9 P��caa_ .2 (-0P2.S 6 used to pay the principal and interest on the SWIRFT Bonds, under Texas Water Code § 15.474,and Texas Constitution,Article III,Section 49-d-13(d) and (f); and WHEREAS, the Resolution provides that funding the commitment is contingent on future sales of SWIRFT Bonds designated by the TWDB; and WHEREAS, the TWDB intends to provide financial assistance from the SWIRFT to the Borrower with proceeds of SWIRFT Bonds designated by the TWDB; and WHEREAS, the TWDB and the Borrower desire to enter into this Agreement to set forth the obligations of the Parties with respect to the TWDB providing financial assistance to the Borrower consistent with the desire of the TWDB to issue SWIRFT Bonds to provide money for the SWIRFT. NOW,THEREFORE, for and in consideration of the promises and the mutual covenants contained in this Agreement, the TWDB and the Borrower agree as follows: AGREEMENT SECTION 1. MUTUAL CQMMITMENTS.As further described in the Resolution, the TWDB committed to the Borrower and the Borrower hereby commits to borrow from the TWDB an amount not to exceed $75,310,000 from the SWIRFT to be evidenced by the issuance and delivery of Borrower Bonds to the TWDB consistent with the terms and conditions described in this Agreement,Attachment A,Attachment B,and Attachment C. SECTION 2. TRANSACTION SCHEDULE AND PRICING. By execution of this Agreement, the Borrower acknowledges and represents that it has a current need for financial assistance from the TWDB and shall take all necessary steps to issue and deliver the Borrower Bonds to evidence the commitment described in Section 1. The Borrower further acknowledges and understands that the TWDB is entering into this Agreement for the sole purpose of issuing SWIRFT Bonds to fund the TWDB commitment described in the Resolution and in this Agreement. The Borrower acknowledges that the SWIRFT Bonds, the subject of this Agreement, are being issued for the purpose of funding the Borrower's requested financial assistance. With respect to the Borrower Bonds and the SWIRFT Bonds, the Parties agree to structure such public securities in a manner that will allow for substantially similar terms, redemption provisions, and related matters to allow the TWDB to timely pay the debt service on the SWIRFT Bonds. The foregoing notwithstanding, the TWDB consents to early redemption,or prepayment of the Borrower Bonds, as provided for in this Agreement and Page 2 oF9 the Resolution.The Borrower Bonds may be prepaid by the Borrower on any date beginning on or after the first scheduled interest payment date that occurs no earlier than ten (10) years from the dated date of the Borrower Bonds. To confirm the terms of the Borrower Bonds and the SWIRFT Bonds, the Borrower shall execute this Agreement. In order to mutually assure the performance of the Parties under this Agreement, the Parties agree that the issuance and delivery of the SWIRFT Bonds and the issuance and delivery of the Borrower Bonds to TWDB shall occur not more than fifty-six (56) days apart as reflected in Attachment C. Notwithstanding the foregoing, the Parties intend and expect that the TWDB issue and deliver its SWIRFT Bonds approximately thirteen (13) days after execution of the TWDB's Bond Purchase Agreement or such date as may be mutually agreed to in Attachment C. SECTION 3. BINDING COMMITMENT. The TWDB agrees to take all necessary steps to issue the SWIRFT Bonds for the purposes described in this Agreement and in the Resolution upon receipt of this Agreement,which shall be signed and delivered by the Borrower to the Executive Administrator of the TWDB at least fourteen (14) days before the initiation of the pricing of the SWIRFT Bonds,as set forth in Attachment C.The Borrower acknowledges that the schedule provided in Attachment C is a best estimate by the TWDB and is subject to change by the TWDB. The TWDB expressly reserves the right to modify Attachment C at any time and shall provide the Borrower with an updated Attachment C as soon as practicable upon any modification; provided that, if such modification of Attachment C occurs before the initiation of pricing of the SWIRFT Bonds and such modification results in an earlier scheduled pricing date, no such modification of Attachment C may result in the Borrower having fewer than five (5) days between the receipt of the modified schedule and the TWDB posting the Preliminary Official Statement for the SWIRFT Bonds. SECTION 4.TERMINATION &BREACH OF AGREEMENT. A. The Parties agree that the Borrower may terminate this Agreement in writing at any time prior to seven (7) days before the initiation of the pricing of the SWIRFT Bonds, as set forth in Attachment C, with no penalty. B. The Borrower understands and agrees that the Borrower may terminate this Agreement in writing between six (6) days and four (4) days prior to the initiation of the pricing of the SWIRFT Bonds (currently estimated to occur on September 29, 2021) as set forth in Attachment C, provided the Borrower agrees to reimburse the TWDB from lawfully available funds of the Borrower for its proportional share of transaction costs incurred by the TWDB,such as, but not limited to, any fees or costs related to any rating agency, financial advisor, legal counsel,or other similar party Page 3 of 9 or related costs pertaining to the SWIRFT Bonds in an amount not to exceed $140,263 (Transaction Cost Payment).The Borrower shall be obligated to pay such costs to the TWDB no later than March 4, 2022. C. The Borrower understands and agrees that the Borrower may terminate this Agreement in writing within four (4) days prior to the initiation of the pricing of the SWIRFT Bonds as set forth in Attachment C and no later than 9:00 am Central Standard Time on the day before the TWDB Bond Pricing, provided the Borrower agrees to pay from lawfully available funds 1.0 percent of the amount of the commitment authorized in Section 1 of this Agreement to the TWDB (Pre-pricing Termination Payment),and additionally shall reimburse the TWDB from lawfully available funds of the Borrower its Transaction Cost Payment,The Borrower shall be obligated to pay such costs to the TWDB no later than March 4, 2022. The Borrower understands and agrees that termination under this section will result in a total penalty amount of$893,363. D. The Borrower understands and agrees that TWDB would suffer and incur severe and irreparable damages if the TWDB Bond Pricing occurs and the Borrower Bonds are not issued and delivered. If the TWDB Bond Pricing occurs and the Borrower fails to issue the Borrower Bonds by the date specified in Attachment C, as contemplated in this Agreement, it shall be a breach of this Agreement and the Borrower shall pay, from lawfully available funds of the Borrower,a "Post-pricing Termination Payment" to the TWDB. The Post-pricing Termination Payment shall be an amount equal to five percent (5.0%) of the amount of the commitment authorized in Section 1 of this Agreement. The Borrower shall be obligated to pay the Post-pricing Termination Payment to the TWDB no later than March 4, 2022. The Borrower shall also reimburse the TWDB from lawfully available funds of the Borrower, its Transaction Cost Payment, plus the Borrower's proportional share of the underwriters' discount incurred by the TWDB, no later than March 4, 2022.The Borrower understands and agrees that failure by the Borrower to issue the Borrower Bonds by the date specified in Attachment C, will result in a total penalty amount pursuant to this section not to exceed $4,225,834. SECTION 5. AMORTIZATION STRUCTURE.The Borrower shall provide the TWDB a maturity schedule in the form set forth in Attachment B at the time of execution of this Agreement. A final amortization structure will be required at least seven (7) days before the initiation of pricing of the SWIRFT Bonds in accordance with the provisions of this Agreement. The par amount included in Attachment B may be revised,subject to approval by the Executive Administrator of the TWDB, at any time prior to the seventh (7th) day before the initiation of pricing of the SWIRFT Bonds with no penalty. Page 4 of 9 SECTION 6. CONTINGENCIES. A. The Parties agree that the TWDB's obligation to purchase the Borrower's securities with the SWIRFT is contingent upon the TWDB receiving all legally required approvals for the issuance of the SWIRFT Bonds from the Legislative Budget Board, the Bond Review Board,and the Texas Attorney General. The TWDB's obligation to purchase the Borrower's securities with the SWIRFT is also contingent upon the purchase and delivery of the SWIRFT Bond proceeds by the underwriters pursuant to the Bond Purchase Agreement relating to the SWIRFT Bonds. Accordingly, if any contingency described in the preceding paragraph above is unmet, the TWDB, upon delivery of written notice thereof to the Borrower, may extend or terminate this Agreement together with all of its obligations and duties without incurring any cost, fee, or penalty for either the TWDB or the Borrower. B. The Parties agree that the Borrower's obligation to issue and deliver the Borrower Bonds is contingent upon approval by the Texas Attorney General of the Borrower Bonds. The Borrower agrees to use its best efforts to obtain approval by the Texas Attorney General of the Borrower Bonds to satisfy the closing requirements set forth in Section 2 of this Agreement.To this end, the Borrower agrees as follows: (1) Borrower shall timely file the transcript of proceedings for the Borrower Bonds with the Texas Attorney General in accordance with the schedule contained in Attachment C; (2) Borrower shall comply with the requirements and conditions contained in the Resolution; (3) Borrower shall provide the TWDB with a copy of the preliminary approval letter from the Texas Attorney General promptly upon receipt; (4) Borrower shall provide the TWDB with a copy of its responses to the preliminary approval letter concurrently with the submission of such responses to the Texas Attorney General; and (S) Borrower shall allow TWDB to brief the Texas Attorney General on any issues noted in the preliminary approval letter and initiate or participate in conferences with the Texas Attorney General related to the approval of the Borrower Bonds. Page 5 of 9 Accordingly, if,after the Borrower employs its best efforts to obtain approval by the Texas Attorney General and such approval cannot be obtained by the date specified in Attachment C, as a matter of law, the TWDB,at its sole discretion, may terminate this Agreement and upon termination the Borrower shall pay, from any of its lawfully available funds, the Post-pricing Termination Payment no later than March 4, 2022,as provided in Section 4D. The Borrower shall also reimburse the TWDB from lawfully available funds of the Borrower its Transaction Cost Payment plus the Borrower's proportional share of the underwriters' discount no later than March 4, 2022.The Borrower understands and agrees that if the Borrower does not obtain approval from the Texas Attorney General and issue its Borrower Bonds by the date specified in Attachment C, it will be subject to a total penalty amount pursuant to this section not to exceed $4,225,834. SECTION 7. REDEMPTION OF OUTSTANDING DEBT. Proceeds of the Borrower Bonds shall not be used, in whole or in part,to redeem outstanding bonds, commercial paper,or other obligations issued by the Borrower.The Borrower agrees that it will not take or fail to take any action that will cause the SWIRFT Bonds to be considered to be advance refunding bonds under Section 149(d) of the Internal Revenue Code of 1986, as amended. E TI N 8. NOTICES. All notices,agreements or other communications required hereunder shall be given, and shall be deemed given,when delivered in writing to the address, facsimile or email of the identified Party or Parties set forth below: Texas Water Development Board Brushy Creek Regional Utility Authority Development Fund Manager Attn: Karen Bondy, General Manager P.O. Box 13231 221 East Main St. Austin,Texas 78711-3231 Round Rock,Texas 78664 Telephone: (512) 475-4584 Telephone: (512) 218-5400 Facsimile: (512) 475-2053 Facsimile: (512) 218-7097 E-mail: kbondy@brcua.org SECTION 9. SEVERABILITY. In the event any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court of competent jurisdiction, such holding shall not invalidate, render unenforceable, or otherwise affect any of its other provisions. E TION 10.AMENDMENTS,5UPPLEMENTS,AND MODIFICATIONS. Other than the changes allowed under Section 3 and Section 5, this Agreement may be amended, supplemented, or modified only in a writing executed by duly authorized representatives of the Parties. Page 6 of 9 SECTION 11. APPLICABLE LAW.This Agreement and any amendments shall be governed by and construed in accordance with the laws of the State of Texas. SECTION 12. STATE AUDIT. By executing this Agreement and delivering the Borrower Bonds, the Borrower accepts the authority of the Texas State Auditor's Office to conduct audits and investigations in connection with all state funds received pursuant to this Agreement. The Borrower shall comply with any directive from the Texas State Auditor and shall cooperate in any such investigation or audit. The Borrower agrees to provide the Texas State Auditor with access to any information the Texas State Auditor considers relevant to the investigation or audit. SECTION 13. FORCE MA SURE. Either Party to this Agreement may be excused from performance under this contract for any period when performance is prevented as the result of an act of God,strike,war, civil disturbance, or epidemic, provided that the Party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are within the Party's control to ensure performance and to shorten the duration of the event of Force Majeure. The Party suffering an event of Force Majeure shall provide notice of the event to the other Party as soon as practicable but not later than five business days after the event. Subject to this provision,such nonperformance shall not be deemed a breach or a ground for termination. SECTION 14. EFFECTIVE DATE.This Agreement shall be effective as of the date of the last signature below. SECTION 15. BINDING AGREEMENT.The execution of this Agreement has been authorized by the governing boards of both Parties. The individuals executing this Agreement have the legal authority to bind each respective Party to the terms and conditions of this Agreement. The respective commitments of the TWDB and the Borrower set forth above shall be binding upon the TWDB and the Borrower upon both Parties'execution of this Agreement. [Remainder of Page Intentionally Left Blank] Page 7 of 9 EXECUTED in multiple counterparts,each of which shall be deemed to be an original. BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC. By: _ . 11 Name: Karen Bondy Title: General Manager Date: Z STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on the ay o& � 2021 by Karen Bondy in her capacity as General Manager, on behalf of Brushy Cree Regional Utility Authority, Inc.. (SEAL) \\p��►uiu�lll���� ON\nU E Aoq �•�,, : s Notary P lic,State of Texas 'Pf Page 8 of 9 TEXAS WATER DEVELOPMENT BOARD By: Name: Jeff Walker Title: Executive Administrator Date: STATE OF TEXAS COUNTY OF TRAVIS This instrument was acknowledged before me on the_day of-------, 2021,by Jeff Walker in his capacity as Executive Administrator of the Texas Water Development Board, an agency of the State of Texas, on behalf of said agency. (SEAL) Notary Public,State of Texas Page 9 of 9 ATTACHMENT A TWDB RESOLUTION NO. 21-082 Attachment A,Page 1 of 9 ON% A RESOLUTION OF THE TEXAS WATER DEVELOPMENT BOARD APPROVING AN APPLICATION FOR FINANCIAL ASSISTANCE IN THE AMOUNT OF $194,400,000 TO THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC. FROM THE STATE WATER IMPLEMENTATION REVENUE FUND FOR TEXAS THROUGH THE PROPOSED PURCHASE OF $75,310,000 BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC., CITY OF CEDAR PARK,TEXAS CONTRACT REVENUE BONDS, PROPOSED SERIES 2021 (BRUSHY CREEK REGIONAL WATER TREATMENT AND DISTRIBUTION PROJECT) AND IN THE FORM OF A MULTI-YEAR COMMITMENT $119,090,000 BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC., CITY OF LEANDER,TEXAS CONTRACT REVENUE BONDS, PROPOSED SERIES 2021-2023 (BRUSHY CREEK REGIONAL WATER TREATMENT AND DISTRIBUTION PROJECT) (21-082) WHEREAS, the Brushy Creek Regional Utility Authority, Inc. (Authority) has filed an application for financial assistance in the amount of$194,400,000 from the State Water Implementation Revenue Fund for Texas (SWIRFT) to finance the construction of certain water supply project(s) identified as Project No. 51049 (Project); and WHEREAS, the Authority seeks financial assistance from the Texas Water ..� Development Board (TWDB) through the TWDB's proposed purchase of$75,310,000 Brushy Creek Regional Utility Authority, Inc., City of Cedar Park,Texas Contract Revenue Bonds, Proposed Series 2021 (Brushy Creek Regional Water Treatment and Distribution Project),and in the form of a multi-year commitment the proposed purchase of $119,090,000 Brushy Creek Regional Utility Authority, Inc., City of Leander, Texas Contract Revenue Bonds, Proposed Series 2021-2023 (Brushy Creek Regional Water Treatment and Distribution Project), (together with all authorizing documents (Obligations)), all as is more specifically set forth in the application and in recommendations of the Executive Administrator's staff; and WHEREAS, the Authority has offered a pledge of contract revenues as sufficient security for the repayment of the Obligations; and WHEREAS, subject to the Authority's use of an approved debt service structure, interest rate subsidies are available to the Authority for State Fiscal Year 2021 at up to the following levels: 25% for financial assistance for a term of 20 years, 18% for financial assistance for a term of 21 to 25 years,and 14% for financial assistance for a term of 26 to 30 years.The interest rate subsidy applicable to each subsequent proposed series may be different than the interest rate subsidy available for State Fiscal Year 2021 and will be set through each financing agreement executed between the TWDB and the Authority; and Now WHEREAS, the interest rate subsidies provided above are based on assumptions necessary to generate an optimum debt service structure for the anticipated TWDB SWIRFT bond issuance,and are subject to modification as necessary to preserve and maintain the integrity of the SWIRFT Program; and Page 1 of 6 Attachment A.Page 2 o'9 0--, WHEREAS, the TWDB hereby finds: 1. that the application and assistance applied for meet the requirements of Texas Water Code,Chapter 15, Subchapters G and H and 31 TAC Chapter 363, Subchapters A and M; 2. that the Project is a recommended water management strategy project in the State Water Plan adopted pursuant to Texas Water Code § 16.051, in accordance with Texas Water Code § 15.474(a); 3. that the Authority satisfactorily completed all requests by the Executive Administrator or a regional planning group for information relevant to the Project, including a water infrastructure financing survey under Texas Water Code § 16.053(q),in accordance with 31 TAC § 363.1309(b)(2); and 4. that the Authority has acknowledged its legal obligation to comply with any applicable requirements of federal law relating to contracting with disadvantaged business enterprises and any applicable state law relating to contracting with historically underutilized businesses, in accordance with Texas Water Code § 15.435(h) and 31 TAC§ 363.1309(b)(3). .,,., NOW THEREFORE,based on these findings, the TWDB resolves as follows: A commitment is made by the TWDB to the Brushy Creek Regional Utility Authority, Inc. for financial assistance in the amount of$194,400,000 from the State Water Implementation Revenue Fund for Texas, to be evidenced by the TWDB's proposed purchase of: a) $75,310,000 Brushy Creek Regional Utility Authority, Inc., City of Cedar Park, Texas Contract Revenue Bonds, Proposed Series 2021 (Brushy Creek Regional Water Treatment and Distribution Project).This commitment will expire on December 31, 2021; b) $40,000,000 Brushy Creek Regional Utility Authority, Inc., City of Leander, Texas Contract Revenue Bonds, Proposed Series 2021(Brushy Creek Regional Water Treatment and Distribution Project).This commitment will expire on December 31, 2021; C) $40,000,000 Brushy Creek Regional Utility Authority, Inc., City of Leander, Texas Contract Revenue Bonds, Proposed Series 2022 (Brushy Creek Regional Water Treatment and Distribution Project).This commitment will expire on December 31, 2022; and d) $39,090,000 Brushy Creek Regional Utility Authority, Inc., City of Leander, Texas Contract Revenue Bonds, Proposed Series 2023 (Brushy Creek Page 2 of 8 Attachment A Page 3 of 9 ..., Regional Water Treatment and Distribution Project).This commitment will expire on December 31, 2023. Such commitment is conditioned as follows: Standard Conditions: 1. this commitment is contingent on a future sale of bonds by the TWDB or on the availability of funds on hand; 2. this commitment is contingent upon the issuance of a written approving opinion of the Attorney General of the State of Texas stating that the Authority has complied with all of the requirements of the laws under which said Obligations were issued; that said Obligations were issued in conformity with the Constitution and laws of the State of Texas; and that said Obligations are valid and binding obligations of the Authority; 3. this commitment is contingent upon the Authority's continued compliance with all applicable laws, rules, policies, and guidance as these may be amended from time to time to adapt to a change in law, in circumstances, or any other legal requirement; 4. this commitment is contingent upon the Authority executing a separate financing agreement, approved as to form and substance by the Executive Administrator,and submitting that executed agreement to the TWDB consistent with the terms and conditions described in the financing agreement; 5, interest rate subsidies for non-level debt service structure are subject to adjustment by the Executive Administrator; 6. the Authority shall use a paying agent/registrar in accordance with 31 TAC § 363.42(c)(2),and shall require the paying agent/registrar to provide a copy of all receipts documenting debt service payments to the TWDB and to the TWD B's designated Trustee; The Following Conditions Must Be Included in the Obligations: 7. the Obligations must provide that the Obligations can be called for early redemption on any date beginning on or after the first interest payment date that is 10 years from the dated date of the Obligations,at a redemption price of par,together with accrued interest to the date fixed for redemption; 8. the Obligations must provide that the Authority will comply with all applicable TWDB laws and rules related to the use of the financial assistance; 9, the Obligations must provide that the Authority must comply with all conditions as specified in the final environmental finding of the Executive Administrator when Page 3 of B Allachment A.Page 4 of 9 ._., issued, including the standard emergency discovery conditions for threatened and endangered species and cultural resources; 10. the Obligations must contain a provision requiring the Authority to maintain insurance coverage sufficient to protect the TWDB's interest in the project; 11. the Obligations must include a provision wherein the Authority, or an obligated person for whom financial or operating data is presented to the TWDB in the application for financial assistance either individually or in combination with other issuers of the Authority's Obligations or obligated persons, will,at a minimum, regardless of the amount of the Obligations,covenant to comply with requirements for continuing disclosure on an ongoing basis substantially in the manner required by Securities and Exchange Commission (SEC) in 17 CFR§ 240.15c2-12 (Rule 15c2- 12) and determined as if the TWDB were a Participating Underwriter within the meaning of such rule, such continuing disclosure undertaking being for the benefit of the TWDB and the beneficial owners of the Authority's Obligations, if the TWDB sells or otherwise transfers such Obligations, and the beneficial owners of the TWDB's bonds if the Authority is an obligated person with respect to such bonds under SEC Rule 15c2-12; 12. the Obligations must include a provision requiring the Authority to use any proceeds from the Obligations that are determined to be surplus proceeds remaining after completion of the Project and completion of a final accounting in a manner approved by the Executive Administrator; 13. the Obligations must contain a provision that the TWDB may exercise all remedies available to it in law or equity, and any provision of the Obligations that restricts or limits the TWDB's full exercise of these remedies shall be of no force and effect; 14. financial assistance proceeds are public funds and, as such, the Obligations must include a provision requiring that these proceeds shall be held at a designated state depository institution or other properly chartered and authorized institution in accordance with the Public Funds Investment Act, Government Code, Chapter 2256, and the Public Funds Collateral Act, Government Code, Chapter 2257; 15. financial assistance proceeds shall not be used by the Authority when sampling, testing, removing, or disposing of contaminated soils and/or media at the Project site.The Obligations shall include an environmental indemnification provision wherein the Authority agrees to 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 Authority, its contractors, consultants,agents,officials and employees as a result of activities relating to the Project to the extent permitted by law; Page 4of8 Attachment A.Page 5 of 9 16. the Obligations must include a provision stating that the Authority 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; 17, the Obligations must contain a provision that the TWDB will purchase the Obligations,acting through the TWDB's designated Trustee, and the Obligations shall be registered in the name of Cede&Co. and closed in book-entry form in accordance with 31 TAC§ 363.42(c)(1); 18, the Obligations must contain a provision stating that the Authority shall abide by all applicable construction contract requirements related to the use of iron and steel products produced in the United States,as required by Texas Government Code, Chapter 2252, Subchapter G and Texas Water Code§ 17.183; 19. the Obligations must include a provision prohibiting the Authority from using the proceeds of this financial assistance in a manner that would cause the Obligations to become "private activity bonds" within the meaning of§ 141 of the Internal Revenue Code as amended (Code) and the Treasury Regulations promulgated thereunder (Regulations); 20. the Obligations must provide that no portion of the proceeds of the financial assistance will be used,directly or indirectly, in a manner that would cause the Obligations to be"arbitrage bonds"within the meaning of§ 148(a) of the Code and Regulations, including to acquire or to replace funds that were used, directly or indirectly, to acquire Nonpurpose Investments (as defined in the Code and Regulations) that produce a yield materially higher than the yield on the TWDB's bonds that are issued to provide financing for the financial assistance (Source Series Bonds), other than Nonpurpose Investments acquired with: a. proceeds of the TWDB's Source Series Bonds invested for a reasonable temporary period of up to three (3)years after the issue date of the Source Series Bonds until such proceeds are needed for the facilities to be financed; b. amounts invested in a bona fide debt service fund,within the meaning of § 1.148-1(b) of the Regulations; and C. amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed the least of maximum annual debt service on the Obligations, 125% of average annual debt service on the Obligations, or 10 percent of the stated principal amount (or, in the case of a discount, the issue price) of the Obligations; 21. the Obligations must include a provision requiring the Authority take all necessary steps to comply with the requirement that certain amounts earned on the investment of gross proceeds of the Obligations be rebated to the federal Page 5 of 8 Attachment A,Page 6 of 9 government in order to satisfy the requirements of§ 148 of the Code. The Obligations must provide that the Authority will: a. account for all Gross Proceeds, as defined in the Code and Regulations, (including all receipts,expenditures,and investments thereof) on its books of account separately and apart from all other funds (and receipts,expenditures and investments thereof) and retain all records of such accounting for at least six years after the final Computation Date.The Authority may, however, to the extent permitted by law, commingle Gross Proceeds of its financial assistance with other money of the Authority, provided that the Authority separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith; b. calculate the Rebate Amount,as defined in the Code and Regulations,with respect to its financial assistance, not less frequently than each Computation Date, in accordance with rules set forth in § 148(f) of the Code, § 1.148-3 of the Regulations,and the rulings thereunder.The Authority shall maintain a copy of such calculations for at least six years after the final Computation Date; C. as additional consideration for providing financial assistance,and in order to FROM induce providing financial assistance by measures designed to ensure the excludability of the interest on the TWDB's Source Series Bonds from the gross income of the owners thereof for federal income tax purposes, pay to the United States the amount described in paragraph (b) above within 30 days after each Computation Date; d. exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (b) and, if such error is made, to discover and promptly to correct such error within a reasonable amount of time thereafter, including payment to the United States of any interest and any penalty required by the Regulations; 22. the Obligations must include a provision prohibiting the Authority from taking any action that would cause the interest on the Obligations to be includable in gross income for federal income tax purposes; 23. the Obligations must provide that the Authority will not cause or permit the Obligations to be treated as"federally guaranteed" obligations within the meaning of§ 149(b) of the Code; 24. the Obligations must contain a covenant that the Authority will refrain from using the proceeds of the Obligations to pay debt service on another issue of obligations of the borrower in contravention of section 149(d) of the Code (related to "advance refundings"); Page 6of8 Attachment A Page 7 of 9 ..,� 25. the Obligations must provide that neither the Authority nor a related party thereto will acquire any of the TWDB's Source Series Bonds in an amount related to the amount of the Obligations to be acquired from the Authority by the TWDB; 26. the Obligations must contain a provision requiring that, upon request by the Executive Administrator,the Authority shall submit annual audits of contracting parties for the Executive Administrator's review; 27. the Obligations must contain a provision requiring the Authority to maintain and enforce the contracts with its customers so that the revenues paid to the Authority by its customers are sufficient to meet the revenue requirements of the Authority's obligations arising from the operation of the water system; 28. the Obligations must contain a provision that the pledged contract revenues from the Authority may not be pledged to the payment of any additional parity obligations of the Authority secured by a pledge of the same contract revenues unless the Authority demonstrates to the Executive Administrator's satisfaction that the pledged contract revenues will be sufficient for the repayment of all Obligations and additional parity obligations; Conditions to Close or for Release of Funds: 29. prior to closing, if not previously provided with the application, the Authority shall submit executed contracts for engineering and, if applicable, financial advisor and bond counsel, for the Project that are satisfactory to the Executive Administrator. Fees to be reimbursed under the contracts must be reasonable in relation to the services performed, reflected in the contract,and acceptable to the Executive Administrator; 30. prior to closing,when any portion of financial assistance is to be held in escrow or in trust, the Authority shall execute an escrow agreement or trust agreement, approved as to form and substance by the Executive Administrator, and shall submit that executed agreement to the TWDB; 31. prior to closing, the Authority's bond counsel must prepare a written opinion that states that the interest on the Obligations is excludable from gross income or is exempt from federal income taxation. Bond counsel may rely on covenants and representations of the Authority when rendering this opinion; 32. prior to closing, the Authority's bond counsel must prepare a written opinion that states that the Obligations are not"private activity bonds." Bond counsel may rely on covenants and representations of the Authority when rendering this opinion; OEM 33, the transcript must include a No Arbitrage Certificate or similar Federal Tax Certificate setting forth the Authority's reasonable expectations regarding the use, expenditure,and investment of the proceeds of the Obligations; Page 7 of B Attachment A.Page 8 of 9 the transcript must include evideriCe that 010 information reporting requirements of § 149(e) of the Internal Revenue Code will be satisfied. This requirement may be satisfied by filing an IRS Form 8038 with the Internal Revenue Service. In addition, the applicable completed IRS Form 8038 or other evidence that the information reporting requirerllents of§ 14-9(e) have been satisfied must be provided to the Executive Administrator within fourteen (14) days of closing. The Executive Administrator may withhold the release of funds for failure to Comply; and 3S. prior to closing, the Authority must submit executed contracts between the Authority and the contracting parties regarding the contract revenues pledged to the payment of the Authority's Obligations, in form and substance acceptable to the Executive Administrator. Such contracts shall include provisions consistent with the provisions of this Resolution regarding the contracting parties'annual audits, the setting of rates and charges and collection of revenues sufficient to meet the Autllor•ity's debt service obligations and additional parity obligations. APPROVED and ordered of record this, the 2211d day of July 2021. TFIXAS WATER DEVELOPMENT BOARD ?Aoo � PAU0 Brooke 1'. Paup, Chairwoni DATE SIGNED: v � �L� 0 ATT eff Wal e , Executive Administrator Nage a of 8 Attachment A, Page 9 of 9 ATTACHMENT B DESCRIPTION OF BORROWEEI BONDS Title of Borrower Bonds: $75,310,000 Brushy Creek Regional Utility Authority, Inc., City of Cedar Park, Texas Contract Revenue Bonds, Proposed Series 2021 (Brushy Creek Regional Water Treatment and Distribution Project) Project Name: Brushy Creek Regional Utility Authority Water Treatment and Distribution Project Project Number: 51049 Aggregate Principal Amount of Borrower Bonds: $75,310,000 Anticipated Closing Date: 11/16/2021 Dated Date: 11/16/2021 First Principal Payment Date: 8/1/2022 First Interest Payment Date: 2/1/2022 Maturity Schedule: Maturity Date Principal Payment Maturity Date Principal Payment 8/1/2022 $2,485,000 8/1/2037 $2,400,000 8/1/2023 $2,120,000 8/1/2038 $2,445,000 8/1/2024 $2,120,000 8/1/2039 $2,490,000 8/1/2025 $2,125,000 8/1/2040 $2,545,000 8/1/2026 $2,130,000 8/1/2041 $2,600,000 8/1/2027 $2,140,000 8/1/2042 $2,655,000 8/1/2028 $2,155,000 8/1/2043 $2,715,000 8/1/2029 $2,165,000 8/1/2044 $2,780,000 8/1/2030 $2,185,000 8/1/2045 $2,845,000 8/1/2031 $2,200,000 8/1/2046 $2,910,000 8/1/2032 $2,220,000 8/1/2047 $2,985,000 8/1/2033 $2,250,000 8/1/2048 $3,055,000 8/1/2034 $2,280,000 8/1/2049 $3,135,000 8/1/2035 $2,315,000 8/1/2050 $3,210,000 8/1/2036 $2,355,000 8/1/2051 $3,295,000 Attachment 8 Page 1 of 1 ATTACHMENT C FINANCING SCHEDULE* DATE ACTION 07/22/2021 TWDB approval of commitments 09/6/2021 Labor Day Holiday** Financing agreement-last day to execute 09/15/2021 (14 days prior to initiation of pricing) Financing agreement(Sec. 4A) -last day political subdivisions can terminate without penalty 09/22/2021 (7 days prior to initiation of pricing) Financing agreement(Sec. 5) -last day political subdivisions can modify maturity schedule 09/22/2021 (7 days prior to initiation of pricing) Financing agreement(Sec.413) -last day political subdivisions can terminate 09/24/2021 with costs of issuance (5 days prior to initiation of pricing) Financing agreement(Sec. 4C) -before 9:00 a.m.political subdivisions can 09/29/2021 terminate with costs of issuance and 1%penalty(1 day prior to pricing). 09/29/2021 TWDB bond pricing initiation (pre-pricing begins) 09/30/2021 TWDB bond pricing 10/7/2021 TWDB approves interest rates available to political subdivisions Various Political subdivisions adopt bond resolutions and/or master agreements Political subdivisions submit transcripts to Texas Attorney General in Various preparation of closing 10/11/2021 Columbus Day Holiday(TWDB open)** 10/13/2021 TWDB bond closing(political subdivisions must close within 56 days) 10/14 to 12/8/2021 Closings on political subdivision obligations 11/11/2021 Veteran's Day Holiday** 11/25/2021 Thanksgiving Holiday** 11/26/2021 Thanksgiving Holiday** 12/8/2021 Last day to close on political subdivision obligations Financing agreement(Sec.4D) -penalty applied to any political subdivision failing to issue debt Start of post-pricing termination payment period (includes costs of issuance, 12/9/2021 underwriters'discount and 5% penalty) 03/4/2022 Last due date for payment of penalties *Preliminary, subject to change **State agency holidays are reflected to show when TWDB is closed, they are counted towards deadlines. Attachment C.Page 1 of t THE FOLLOWING PAGES CONSIST OF THE FINAL ADOPTED DOCUMENT �Dr�NLIJjr l `A kff � i p FINANCING AGREEMENT This FINANCING AGREEMENT (Agreement) is entered into between the TEXAS WATER DEVELOPMENT BOARD (TWDB), an agency of the State of Texas,and the Brushy Creek Regional Utility Authority (Borrower).The TWDB and the Borrower may be referred to as the"Party" or"Parties" in this Agreement. RECITALS WHEREAS,the TWDB adopted Resolution No. 21-082 (Attachment A, referred to as the Resolution) on July 22, 2021, making a commitment to the Borrower for financial assistance in the amount of$194,400,000 from the State Water Implementation Revenue Fund for Texas (SWIRFT) administered by the TWDB; and WHEREAS, through this Agreement,the Borrower intends to sell to the TWDB the Borrower's $75,310,000 Brushy Creek Regional Utility Authority,Inc.,City of Cedar Park, Texas Contract Revenue Bonds (Brushy Creek Regional Water Treatment and Distribution Project), Proposed Series 2021 (Borrower's Bonds) for the TWDB's financial assistance from the SWIRFT, as further described in Attachment B; and WHEREAS, through a separate agreement, the Borrower intends to sell to the TWDB the Borrower's $40,000,000 Brushy Creek Regional Utility Authority, Inc., City of Leander, Texas Contract Revenue Bonds (Brushy Creek Regional Water Treatment and Distribution Project), Proposed Series 2021 for the TWDB's financial assistance from the SWIRFT; and WHEREAS, the SWIRFT is funded in part with proceeds of the expected issuance of TWDB's revenue bonds (SWIRFT Bonds), issued under authority of Texas Water Code §§ 15.472 and 15.475, and Texas Constitution,Article II1, Section 49-d-13; and WHEREAS,the SWIRFT Bonds are additionally secured by money made available under the terms of a bond enhancement agreement executed under authority of Texas Water Code§§ 15.434 and 15.435, and Texas Constitution,Article II1, Section 49-d-12; and WHEREAS, the SWIRFT is funded, in part,with money received as repayment of financial assistance provided from the SWIRFT, under Texas Water Code§ 15.472,which is Pagel of 9 used to pay the principal and interest on the SWI RFT Bonds, under Texas Water Code § 15.474,and Texas Constitution,Article III,Section 49-d-13(d) and (f); and WHEREAS,the Resolution provides that funding the commitment is contingent on future sales of SWIRFT Bonds designated by the TWDB; and WHEREAS, the TWDB intends to provide financial assistance from the SWIRFT to the Borrower with proceeds of SWIRFT Bonds designated by the TWDB; and WHEREAS, the TWDB and the Borrower desire to enter into this Agreement to set forth the obligations of the Parties with respect to the TWDB providing financial assistance to the Borrower consistent with the desire of the TWDB to issue SWIRFT Bonds to provide money for the SWIRFT. NOW,THEREFORE,for and in consideration of the promises and the mutual covenants contained in this Agreement,the TWDB and the Borrower agree as follows: REEMENT SECTION 1. MUTUAL COMMITMENTS. As further described in the Resolution,the TWDB committed to the Borrower and the Borrower hereby commits to borrow from the TWDB an amount not to exceed $75,310,000 from the SWIRFT to be evidenced by the issuance and delivery of Borrower Bonds to the TWDB consistent with the terms and conditions described in this Agreement,Attachment A,Attachment B,and Attachment C. SECTION 2.TRANSACTION SCHEDULE AND PRICING. By execution of this Agreement, the Borrower acknowledges and represents that it has a current need for financial assistance from the TWDB and shall take all necessary steps to issue and deliver the Borrower Bonds to evidence the commitment described in Section 1.The Borrower further acknowledges and understands that the TWDB is entering into this Agreement for the sole purpose of issuing SWIRFT Bonds to fund the TWDB commitment described in the Resolution and in this Agreement. The Borrower acknowledges that the SWIRFT Bonds,the subject of this Agreement,are being issued for the purpose of funding the Borrower's requested financial assistance. With respect to the Borrower Bonds and the SWIRFT Bonds, the Parties agree to structure such public securities in a manner that will allow for substantially similar terms, redemption provisions, and related matters to allow the TWDB to timely pay the debt service on the SWIRFT Bonds.The foregoing notwithstanding, the TWDB consents to early redemption,or prepayment of the Borrower Bonds, as provided for in this Agreement and Page 2 of 9 the Resolution. The Borrower Bonds may be prepaid by the Borrower on any date beginning on or after the first scheduled interest payment date that occurs no earlier than ten (10) years from the dated date of the Borrower Bonds. To confirm the terms of the Borrower Bonds and the SWIRFT Bonds, the Borrower shall execute this Agreement. In order to mutually assure the performance of the Parties under this Agreement,the Parties agree that the issuance and delivery of the SWIRFT Bonds and the issuance and delivery of the Borrower Bonds to TWDB shall occur not more than fifty-six (56) days apart as reflected in Attachment C. Notwithstanding the foregoing, the Parties intend and expect that the TWDB issue and deliver its SWIRFT Bonds approximately thirteen (13) days after execution of the TWDB's Bond Purchase Agreement or such date as may be mutually agreed to in Attachment C. SECTION 3. BINDING COMMITMENT.The TWDB agrees to take all necessary steps to issue the SWIRFT Bonds for the purposes described in this Agreement and in the Resolution upon receipt of this Agreement,which shall be signed and delivered by the Borrower to the Executive Administrator of the TWDB at least fourteen (14) days before the initiation of the pricing of the SWIRFT Bonds, as set forth in Attachment C.The Borrower acknowledges that the schedule provided in Attachment C is a best estimate by the TWDB and is subject to change by the TWDB.The TWDB expressly reserves the right to modify Attachment C at any time and shall provide the Borrower with an updated Attachment C as soon as practicable upon any modification; provided that, if such modification of Attachment C occurs before the initiation of pricing of the SWIRFT Bonds and such modification results in an earlier scheduled pricing date, no such modification of Attachment C may result in the Borrower having fewer than five (S) days between the receipt of the modified schedule and the TWDB posting the Preliminary Official Statement for the SWIRFT Bonds. SECTION4.TERMINATION & BREACH OF AGREEMENT. A. The Parties agree that the Borrower may terminate this Agreement in writing at any time prior to seven (7) days before the initiation of the pricing of the SWIRFT Bonds, as set forth in Attachment C,with no penalty. B. The Borrower understands and agrees that the Borrower may terminate this Agreement in writing between six (6) days and four (4) days prior to the initiation of the pricing of the SWIRFT Bonds (currently estimated to occur on September 29, 2021) as set forth in Attachment C, provided the Borrower agrees to reimburse the TWDB from lawfully available funds of the Borrower for its proportional share of transaction costs incurred by the TWDB,such as,but not limited to,any fees or costs related to any rating agency, financial advisor,legal counsel, or other similar party Page 3 of 9 or related costs pertaining to the SWIRFT Bonds in an amount not to exceed $140,263 (Transaction Cost Payment).The Borrower shall be obligated to pay such costs to the TWDB no later than March 4, 2022. C. The Borrower understands and agrees that the Borrower may terminate this Agreement in writing within four (4) days prior to the initiation of the pricing of the SWIRFT Bonds as set forth in Attachment C and no later than 9:00 am Central Standard Time on the day before the TWDB Bond Pricing, provided the Borrower agrees to pay from lawfully available funds 1.0 percent of the amount of the commitment authorized in Section 1 of this Agreement to the TWDB (Pre-pricing Termination Payment),and additionally shall reimburse the TWDB from lawfully available funds of the Borrower its Transaction Cost Payment. The Borrower shall be obligated to pay such costs to the TWDB no later than March 4, 2022. The Borrower understands and agrees that termination under this section will result in a total penalty amount of$893,363. D. The Borrower understands and agrees that TWDB would suffer and incur severe and irreparable damages if the TWDB Bond Pricing occurs and the Borrower Bonds are not issued and delivered. If the TWDB Bond Pricing occurs and the Borrower fails to issue the Borrower Bonds by the date specified in Attachment C,as contemplated in this Agreement, it shall be a breach of this Agreement and the Borrower shall pay,from lawfully available funds of the Borrower,a "Post-pricing Termination Payment" to the TWDB.The Post-pricing Termination Payment shall be an amount equal to five percent (5.0%) of the amount of the commitment authorized in Section 1 of this Agreement.The Borrower shall be obligated to pay the Post-pricing Termination Payment to the TWDB no later than March 4, 2022. The Borrower shall also reimburse the TWDB from lawfully available funds of the Borrower, its Transaction Cost Payment, plus the Borrower's proportional share of the underwriters' discount incurred by the TWDB, no later than March 4, 2022.The Borrower understands and agrees that failure by the Borrower to issue the Borrower Bonds by the date specified in Attachment C,will result in a total penalty amount pursuant to this section not to exceed $4,225,834. SECTION S.AM R IZATI N STRUCTURE.The Borrower shall provide the TWDB a maturity schedule in the form set forth in Attachment B at the time of execution of this Agreement.A final amortization structure will be required at least seven (7) days before the initiation of pricing of the SWIRFT Bonds in accordance with the provisions of this Agreement. The par amount included in Attachment B may be revised,subject to approval by the Executive Administrator of the TWDB, at any time prior to the seventh (7th) day before the initiation of pricing of the SWIRFT Bonds with no penalty. Page 4 of 9 SECTION 6. CONTINGENCIES. A. The Parties agree that the TWDB's obligation to purchase the Borrower's securities with the SWIRFT is contingent upon the TWDB receiving all legally required approvals for the issuance of the SWIRFT Bonds from the Legislative Budget Board, the Bond Review Board,and the Texas Attorney General.The TWDB's obligation to purchase the Borrower's securities with the SWIRFT is also contingent upon the purchase and delivery of the SWIRFT Bond proceeds by the underwriters pursuant to the Bond Purchase Agreement relating to the SWIRFT Bonds. Accordingly, if any contingency described in the preceding paragraph above is unmet, the TWDB, upon delivery of written notice thereof to the Borrower, may extend or terminate this Agreement together with all of its obligations and duties without incurring any cost, fee, or penalty for either the TWDB or the Borrower. B. The Parties agree that the Borrower's obligation to issue and deliver the Borrower Bonds is contingent upon approval by the Texas Attorney General of the Borrower Bonds. The Borrower agrees to use its best efforts to obtain approval by the Texas Attorney General of the Borrower Bonds to satisfy the closing requirements set forth in Section 2 of this Agreement.To this end, the Borrower agrees as follows: (1) Borrower shall timely file the transcript of proceedings for the Borrower Bonds with the Texas Attorney General in accordance with the schedule contained in Attachment C; (2) Borrower shall comply with the requirements and conditions contained in the Resolution; (3) Borrower shall provide the TWDB with a copy of the preliminary approval letter from the Texas Attorney General promptly upon receipt; (4) Borrower shall provide the TWDB with a copy of its responses to the preliminary approval letter concurrently with the submission of such responses to the Texas Attorney General; and (S) Borrower shall allow TWDB to brief the Texas Attorney General on any issues noted in the preliminary approval letter and initiate or participate in conferences with the Texas Attorney General related to the approval of the Borrower Bonds. Page 5 of 9 Accordingly, if, after the Borrower employs its best efforts to obtain approval by the Texas Attorney General and such approval cannot be obtained by the date specified in Attachment C,as a matter of law,the TWDB,at its sole discretion, may terminate this Agreement and upon termination the Borrower shall pay, from any of its lawfully available funds, the Post-pricing Termination Payment no later than March 4, 2022,as provided in Section 4D. The Borrower shall also reimburse the TWDB from lawfully available funds of the Borrower its Transaction Cost Payment plus the Borrower's proportional share of the underwriters' discount no later than March 4, 2022.The Borrower understands and agrees that if the Borrower does not obtain approval from the Texas Attorney General and issue its Borrower Bonds by the date specified in Attachment C,it will be subject to a total penalty amount pursuant to this section not to exceed $4,225,834. SECTION 7. REDEMPTION OF OUTSTANDING DEBT. Proceeds of the Borrower Bonds shall not be used, in whole or in part,to redeem outstanding bonds, commercial paper,or other obligations issued by the Borrower. The Borrower agrees that it will not take or fail to take any action that will cause the SWIRFT Bonds to be considered to be advance refunding bonds under Section 149(d) of the Internal Revenue Code of 1986,as amended. SECTION 8. NOTICES.All notices,agreements or other communications required hereunder shall be given, and shall be deemed given,when delivered in writing to the address, facsimile or email of the identified Party or Parties set forth below: Texas Water Development Board Brushy Creek Regional Utility Authority Development Fund Manager Attn: Karen Bondy, General Manager P.O. Box 13231 221 East Main St. Austin,Texas 78711-3231 Round Rock,Texas 78664 Telephone: (512) 475-4584 Telephone: (512) 218-5400 Facsimile: (512) 475-2053 Facsimile: (512) 218-7097 E-mail: kbondy@brcua.org SECTION 9. SEVERABILITY. In the event any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court of competent jurisdiction,such holding shall not invalidate, render unenforceable,or otherwise affect any of its other provisions. SECTION 1Q. AMENDMENTS SUPPLEMENTS,AND MODIFICATIONS. Other than the changes allowed under Section 3 and Section 5, this Agreement may be amended, supplemented, or modified only in a writing executed by duly authorized representatives of the Parties. Page 6 of 9 SECTION 11.APPLICABLE LAW.This Agreement and any amendments shall be governed by and construed in accordance with the laws of the State of Texas. SECTION 12. STATE AUDIT. By executing this Agreement and delivering the Borrower Bonds, the Borrower accepts the authority of the Texas State Auditor's Office to conduct audits and investigations in connection with all state funds received pursuant to this Agreement.The Borrower shall comply with any directive from the Texas State Auditor and shall cooperate in any such investigation or audit. The Borrower agrees to provide the Texas State Auditor with access to any information the Texas State Auditor considers relevant to the investigation or audit. SECTION 13. FORCE,MAJEURE. Either Party to this Agreement may be excused from performance under this contract for any period when performance is prevented as the result of an act of God,strike,war,civil disturbance,or epidemic, provided that the Party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are within the Party's control to ensure performance and to shorten the duration of the event of Force Majeure. The Party suffering an event of Force Majeure shall provide notice of the event to the other Party as soon as practicable but not later than five business days after the event. Subject to this provision,such nonperformance shall not be deemed a breach or a ground for termination. SECTION 14. EFFECTIVE DATE. This Agreement shall be effective as of the date of the last signature below. SECTION 15. BINDING AGREEMENT. The execution of this Agreement has been authorized by the governing boards of both Parties.The individuals executing this Agreement have the legal authority to bind each respective Party to the terms and conditions of this Agreement. The respective commitments of the TWDB and the Borrower set forth above shall be binding upon the TWDB and the Borrower upon both Parties'execution of this Agreement. [Remainder of Page Intentionally Left Blank] Page 7 of 9 EXECUTED in multiple counterparts, each of which shall be deemed to be an original. BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC. By: 4�4 &==S) Name: Karen Bondy Title: General Manager Date: 7 { STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on the�'day of2021 by Karen Bondy in her capacity as General Manager, on behalf of Brushy Creek egional Utility Authority, Inc.. (SEAL) wQUE'g0. PRY P�jB•.S' �'�� Notary Pub io, State of Texas • N �i�I i 126257 /'Zz;-1HiiN NNNN Page 8 of 9 TEXAS WATER DEVELOPMENT BOARD By' __. Name: J f er Title: ' e e Administrator Date: S STATE OF TEXAS COUNTY OF TRAVIS This instrument was acknowledged before me on the day of$kn,&.� 2021, by Jeff Walker in his capacity as Executive Administrator of the Texas Water Development Board, an agency of the State of Texas, on behalf of said agency. (SEAL) Notary Public,State of Texas Page 9 of 9 ATTACHMENT A TWDB RESOLUTION NO. 21-082 Attachment A,Page 1 of 9 .•, A RESOLUTION OF THE TEXAS WATER DEVELOPMENT BOARD APPROVING AN APPLICATION FOR FINANCIAL ASSISTANCE IN THE AMOUNT OF $194,400,000 TO THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC. FROM THE STATE WATER IMPLEMENTATION REVENUE FUND FOR TEXAS THROUGH THE PROPOSED PURCHASE OF $75,310,000 BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC., CITY OF CEDAR PARK,TEXAS CONTRACT REVENUE BONDS, PROPOSED SERIES 2021 (BRUSHY CREEK REGIONAL WATER TREATMENT AND DISTRIBUTION PROJECT)AND IN THE FORM OFA MULTI-YEAR COMMITMENT $119,090,000 BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC., CITY OF LEANDER,TEXAS CONTRACT REVENUE BONDS, PROPOSED SERIES 2021-2023 (BRUSHY CREEK REGIONAL WATER TREATMENT AND DISTRIBUTION PROJECT) (21-082) WHEREAS, the Brushy Creek Regional Utility Authority, Inc. (Authority) has filed an application for financial assistance in the amount of$194,400,000 from the State Water Implementation Revenue Fund for Texas (SWIRFT) to finance the construction of certain water supply project(s) identified as Project No. 51049 (Project); and WHEREAS, the Authority seeks financial assistance from the Texas Water ,.,.., Development Board (TWDB) through the TWDB's proposed purchase of$75,310,000 Brushy Creek Regional Utility Authority, Inc.,City of Cedar Park,Texas Contract Revenue Bonds, Proposed Series 2021 (Brushy Creek Regional Water Treatment and Distribution Project),and in the form of a multi-year commitment the proposed purchase of $119,090,000 Brushy Creek Regional Utility Authority, Inc., City of Leander,Texas Contract Revenue Bonds, Proposed Series 2021-2023 (Brushy Creek Regional Water Treatment and Distribution Project), (together with all authorizing documents (Obligations)),all as is more specifically set forth in the application and in recommendations of the Executive Administrator's staff, and WHEREAS, the Authority has offered a pledge of contract revenues as sufficient security for the repayment of the Obligations; and WHEREAS, subject to the Authority's use of an approved debt service structure, interest rate subsidies are available to the Authority for State Fiscal Year 2021 at up to the following levels: 25% for financial assistance for a term of 20 years, 18% for financial assistance for a term of 21 to 25 years,and 14% for financial assistance for a term of 26 to 30 years.The interest rate subsidy applicable to each subsequent proposed series may be different than the interest rate subsidy available for State Fiscal Year 2021 and will be set through each financing agreement executed between the TWDB and the Authority;and 'E' WHEREAS, the interest rate subsidies provided above are based on assumptions necessary to generate an optimum debt service structure for the anticipated TWDB SWIRFT bond issuance,and are subject to modification as necessary to preserve and maintain the integrity of the SWIRFT Program; and Pagel of 8 Attachment A,Page 2 of 9 O•, WHEREAS, the TWDB hereby finds: 1. that the application and assistance applied for meet the requirements of Texas Water Code,Chapter 15,Subchapters G and H and 31 TAC Chapter 363, Subchapters A and M; 2. that the Project is a recommended water management strategy project in the State Water Plan adopted pursuant to Texas Water Code§ 16.051, in accordance with Texas Water Code§ 15.474(a); 3. that the Authority satisfactorily completed all requests by the Executive Administrator or a regional planning group for information relevant to the Project, including a water infrastructure financing survey under Texas Water Code § 16.053(q),in accordance with 31 TAC § 363.1309(b)(2); and 4. that the Authority has acknowledged its legal obligation to comply with any applicable requirements of federal law relating to contracting with disadvantaged business enterprises and any applicable state law relating to contracting with historically underutilized businesses, in accordance with Texas Water Code § 15.435(h) and 31 TAC§ 363.1309(b)(3). mom NOW THEREFORE,based on these findings,the TWDB resolves as follows: A commitment is made by the TWDB to the Brushy Creek Regional Utility Authority, Inc. for financial assistance in the amount of$194,400,000 from the State Water Implementation Revenue Fund for Texas,to be evidenced by the TWDB's proposed purchase of: a) $75,310,000 Brushy Creek Regional Utility Authority, Inc., City of Cedar Park, Texas Contract Revenue Bonds, Proposed Series 2021 (Brushy Creek Regional Water Treatment and Distribution Project).This commitment will expire on December 31, 2021; b) $40,000,000 Brushy Creek Regional Utility Authority, Inc., City of Leander, Texas Contract Revenue Bonds, Proposed Series 2021(Brushy Creek Regional Water Treatment and Distribution Project).This commitment will expire on December 31, 2021; c) $40,000,000 Brushy Creek Regional Utility Authority, Inc., City of Leander, Texas Contract Revenue Bonds, Proposed Series 2022 (Brushy Creek Regional Water Treatment and Distribution Project).This commitment will expire on December 31, 2022;and d) $39,090,000 Brushy Creek Regional Utility Authority, Inc., City of Leander, Texas Contract Revenue Bonds, Proposed Series 2023 (Brushy Creek Page 2 of 8 Attachment A.Page 3 of 9 Regional Water Treatment and Distribution Project).This commitment will expire on December 31, 2023. Such commitment is conditioned as follows: Standard Conditions: 1. this commitment is contingent on a future sale of bonds by the TWDB or on the availability of funds on hand; 2. this commitment is contingent upon the issuance of a written approving opinion of the Attorney General of the State of Texas stating that the Authority has complied with all of the requirements of the laws under which said Obligations were issued; that said Obligations were issued in conformity with the Constitution and laws of the State of Texas;and that said Obligations are valid and binding obligations of the Authority; 3. this commitment is contingent upon the Authority's continued compliance with all applicable laws, rules,policies,and guidance as these may be amended from time to time to adapt to a change in law, in circumstances,or any other legal requirement; 4. this commitment is contingent upon the Authority executing a separate financing agreement, approved as to form and substance by the Executive Administrator,and submitting that executed agreement to the TWDB consistent with the terms and conditions described in the financing agreement; S. interest rate subsidies for non-level debt service structure are subject to adjustment by the Executive Administrator; 6. the Authority shall use a paying agent/registrar in accordance with 31 TAC § 363.42(c)(2), and shall require the paying agent/registrar to provide a copy of all receipts documenting debt service payments to the TWDB and to the TWDB's designated Trustee; The Following Conditions Must Be Included in the Obligations: 7. the Obligations must provide that the Obligations can be called for early redemption on any date beginning on or after the first interest payment date that is 10 years from the dated date of the Obligations,at a redemption price of par,together with accrued interest to the date fixed for redemption; 8. the Obligations must provide that the Authority will comply with all applicable ^' TWDB laws and rules related to the use of the financial assistance; 9. the Obligations must provide that the Authority must comply with all conditions as specified in the final environmental finding of the Executive Administrator when Page 3 of B Attachment A,Page 4 of 9 MEMO issued, including the standard emergency discovery conditions for threatened and endangered species and cultural resources; 10. the Obligations must contain a provision requiring the Authority to maintain insurance coverage sufficient to protect the TWDB's interest in the project; 11. the Obligations must include a provision wherein the Authority, or an obligated person for whom financial or operating data is presented to the TWDB in the application for financial assistance either individually or in combination with other Issuers of the Authority's Obligations or obligated persons,will,at a minimum, regardless of the amount of the Obligations,covenant to comply with requirements for continuing disclosure on an ongoing basis substantially in the manner required by Securities and Exchange Commission (SEC) in 17 CFR§ 240.15c2-12 (Rule 15c2- 12) and determined as if the TWDB were a Participating Underwriter within the meaning of such rule, such continuing disclosure undertaking being for the benefit of the TWDB and the beneficial owners of the Authority's Obligations, if the TWDB sells or otherwise transfers such Obligations,and the beneficial owners of the TWDB's bonds if the Authority is an obligated person with respect to such bonds under SEC Rule 15c2-12; 12. the Obligations must include a provision requiring the Authority to use any .,.., proceeds from the Obligations that are determined to be surplus proceeds remaining after completion of the Project and completion of a final accounting in a manner approved by the Executive Administrator; 13, the Obligations must contain a provision that the TWDB may exercise all remedies available to it in law or equity, and any provision of the Obligations that restricts or limits the TWDB's full exercise of these remedies shall be of no force and effect; 14. financial assistance proceeds are public funds and, as such,the Obligations must include a provision requiring that these proceeds shall be held at a designated state depository institution or other properly chartered and authorized institution in accordance with the Public Funds Investment Act, Government Code, Chapter 2256, and the Public Funds Collateral Act, Government Code, Chapter 2257; 15. financial assistance proceeds shall not be used by the Authority when sampling, testing, removing, or disposing of contaminated soils and/or media at the Project site.The Obligations shall include an environmental indemnification provision wherein the Authority agrees to 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 Authority, its contractors, consultants,agents,officials and employees as a result of activities relating to the Project to the extent permitted by law; Page 4 of 8 Attachment A,Page 5 of 9 PMM 16. the Obligations must include a provision stating that the Authority 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; 17. the Obligations must contain a provision that the TWDB will purchase the Obligations,acting through the TWDB's designated Trustee, and the Obligations shall be registered in the name of Cede&Co. and closed in book-entry form in accordance with 31 TAC§363.42(c)(1); 18. the Obligations must contain a provision stating that the Authority shall abide by all applicable construction contract requirements related to the use of iron and steel products produced in the United States,as required by Texas Government Code, Chapter 2252, Subchapter G and Texas Water Code§ 17.183; 19. the Obligations must include a provision prohibiting the Authority from using the proceeds of this financial assistance in a manner that would cause the Obligations to become"private activity bonds"within the meaning of§ 141 of the Internal Revenue Code as amended (Code) and the Treasury Regulations promulgated thereunder (Regulations); 20. the Obligations must provide that no portion of the proceeds of the financial assistance will be used, directly or indirectly, in a manner that would cause the Obligations to be"arbitrage bonds"within the meaning of§ 148(a) of the Code and Regulations, including to acquire or to replace funds that were used, directly or indirectly,to acquire Nonpurpose Investments (as defined in the Code and Regulations) that produce a yield materially higher than the yield on the TWDB's bonds that are issued to provide financing for the financial assistance (Source Series Bonds),other than Nonpurpose Investments acquired with: a. proceeds of the TWDB's Source Series Bonds invested for a reasonable temporary period of up to three (3)years after the issue date of the Source Series Bonds until such proceeds are needed for the facilities to be financed; b. amounts invested in a bona fide debt service fund,within the meaning of § 1.148-1(b) of the Regulations;and C. amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed the least of maximum annual debt service on the Obligations, 125% of average annual debt service on the Obligations, or 10 percent of the stated principal amount (or, in the case of a discount, the issue price) of the Obligations; 21. the Obligations must include a provision requiring the Authority take all necessary steps to comply with the requirement that certain amounts earned on the investment of gross proceeds of the Obligations be rebated to the federal Page 5 of 8 Attachment A,Page 6 of 9 �.., government in order to satisfy the requirements of§ 148 of the Code.The Obligations must provide that the Authority will: a. account for all Gross Proceeds, as defined in the Code and Regulations, (including all receipts,expenditures,and investments thereof) on its books of account separately and apart from all other funds (and receipts,expenditures and investments thereof) and retain all records of such accounting for at least six years after the final Computation Date,The Authority may,however, to the extent permitted by law, commingle Gross Proceeds of its financial assistance with other money of the Authority,provided that the Authority separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith; b. calculate the Rebate Amount,as defined in the Code and Regulations,with respect to its financial assistance,not less frequently than each Computation Date,in accordance with rules set forth in § 148(f) of the Code, § 1.148-3 of the Regulations,and the rulings thereunder.The Authority shall maintain a copy of such calculations for at least six years after the final Computation Date; C. as additional consideration for providing financial assistance,and in order to OUR induce providing financial assistance by measures designed to ensure the excludability of the interest on the TWDB's Source Series Bonds from the gross income of the owners thereof for federal income tax purposes, pay to the United States the amount described in paragraph (b) above within 30 days after each Computation Date; d. exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (b) and, if such error is made,to discover and promptly to correct such error within a reasonable amount of time thereafter,including payment to the United States of any interest and any penalty required by the Regulations; 22. the Obligations must include a provision prohibiting the Authority from taking any action that would cause the interest on the Obligations to be includable in gross income for federal income tax purposes; 23. the Obligations must provide that the Authority will not cause or permit the Obligations to be treated as"federally guaranteed" obligations within the meaning of§ 149(b) of the Code; 24. the Obligations must contain a covenant that the Authority will refrain from using " the proceeds of the Obligations to pay debt service on another issue of obligations of the borrower in contravention of section 149(d) of the Code (related to "advance refundings"); Page 6 of 8 Attachment A,Page 7 of 9 25. the Obligations must provide that neither the Authority nor a related party thereto will acquire any of the TWDB's Source Series Bonds in an amount related to the amount of the Obligations to be acquired from the Authority by the TWDB; 26. the Obligations must contain a provision requiring that, upon request by the Executive Administrator, the Authority shall submit annual audits of contracting parties for the Executive Administrator's review; 27. the Obligations must contain a provision requiring the Authority to maintain and enforce the contracts with its customers so that the revenues paid to the Authority by its customers are sufficient to meet the revenue requirements of the Authority's obligations arising from the operation of the water system; 28. the Obligations must contain a provision that the pledged contract revenues from the Authority may not be pledged to the payment of any additional parity obligations of the Authority secured by a pledge of the same contract revenues unless the Authority demonstrates to the Executive Administrator's satisfaction that the pledged contract revenues will be sufficient for the repayment of all Obligations and additional parity obligations; Conditions to Close or for Release of Funds: 29. prior to closing, if not previously provided with the application, the Authority shall submit executed contracts for engineering and, if applicable, financial advisor and bond counsel,for the Project that are satisfactory to the Executive Administrator. Fees to be reimbursed under the contracts must be reasonable in relation to the services performed, reflected in the contract,and acceptable to the Executive Administrator; 30. prior to closing,when any portion of financial assistance is to be held in escrow or in trust, the Authority shall execute an escrow agreement or trust agreement, approved as to form and substance by the Executive Administrator,and shall submit that executed agreement to the TWDB; 31. prior to closing, the Authority's bond counsel must prepare a written opinion that states that the interest on the Obligations is excludable from gross income or is exempt from federal income taxation. Bond counsel may rely on covenants and representations of the Authority when rendering this opinion; 32. prior to closing,the Authority's bond counsel must prepare a written opinion that states that the Obligations are not"private activity bonds." Bond counsel may rely on covenants and representations of the Authority when rendering this opinion; 33. the transcript must include a No Arbitrage Certificate or similar Federal Tax Certificate setting forth the Authority's reasonable expectations regarding the use, expenditure,and investment of the proceeds of the Obligations; Page 7of8 Attachment A,Page 8 of 9 34. the transcript must include evidence that the information reporting requirements of § 149(e) of the Internal Revenue Code will be satisfied. This requirement may be satisfied by filing an IRS Dorm 8038 with the Internal Revenue Service. In addition, the applicable completed IRS Form 8038 or other evidence that the information reporting requirements of§ 149(e) have been satisfied must be provided to the Executive Administrator within fourteen (14) days of closing. The Executive Administrator may withhold the release of funds for failure to comply; and 35. prior to closing, the Authority must submit executed contracts between the Authority and the contracting parties regarding the contract revenues pledged to the payment of the Authority's Obligations, in form and substance acceptable to the Executive Administrator, Such contracts shall include provisions consistent with the provisions of this Resolution regarding the contracting parties'annual audits, the setting of rates and charges and collection of revenues sufficient to meet the Authority's debt service obligations and additional parity obligations. APPROVED and ordered of record this, the 22nd day of July 2021. TEXAS WATER DEVELOPMENT BOARD ?Aook4, J P"O Brooke 1'. Paup, ChairwomaC DA'Z'E SIGNED; t, a a � &4 7`I AT s ff W 1 e Executive Administrator 111{;e 8 of 8 Attachment A,Page 9 of 9 ATTACHMENT B DESCRIPTION OF BORROWER BONDS Title of Borrower Bonds: $75,310,000 Brushy Creek Regional Utility Authority, Inc., City of Cedar Park,Texas Contract Revenue Bonds, Proposed Series 2021 (Brushy Creek Regional Water Treatment and Distribution Project) Project Name: Brushy Creek Regional Utility Authority Water Treatment and Distribution Project Project Number: 51049 Aggregate Principal Amount of Borrower Bonds: $75,310,000 Anticipated Closing Date: 11/16/2021 Dated Date: 11/16/2021 First Principal Payment Date: 8/1/2022 First Interest Payment Date: 2/1/2022 Maturity Schedule: Maturity Date Principal Payment Maturity Date Principal Payment 8/1/2022 $2,485,000 8/1/2037 $2,400,000 8/1/2023 $2,120,000 8/1/2038 $2,445,000 8/1/2024 $2,120,000 8/1/2039 $2,490,000 8/1/2025 $2,125,000 8/1/2040 $2,545,000 8/1/2026 $2,130,000 8/1/2041 $2,600,000 8/1/2027 $2,140,000 8/1/2042 $2,655,000 8/1/2028 $2,155,000 8/1/2043 $2,715,000 8/1/2029 $2,165,000 8/1/2044 $2,780,000 8/1/2030 $2,185,000 8/1/2045 $2,845,000 8/1/2031 $2,200,000 8/1/2046 $2,910,000 8/1/2032 $2,220,000 8/1/2047 $2,985,000 8/1/2033 $2,250,000 8/1/2048 $3,055,000 8/1/2034 $2,280,000 8/1/2049 $3,135,000 8/1/2035 $2,315,000 8/1/2050 $3,210,000 8/1/2036 $2,355,000 8/1/2051 $3,295,000 Attachment B Page 1 of 1 ATTACHMENT C FINANCING SCHEDULE* DATE ACTION 07/22/2021 TWDB approval of commitments 09/6/2021 Labor Day Holiday** Financing agreement-last day to execute 09/15/2021 (14 days prior to initiation of pricing) Financing agreement(Sec.4A) -last day political subdivisions can terminate without penalty 09/22/2021 (7 days prior to initiation of pricing) Financing agreement(Sec.S) -last day political subdivisions can modify maturity schedule 09/22/2021 (7 days prior to initiation of pricing) Financing agreement(Sec.4B) -last day political subdivisions can terminate 09/24/2021 with costs of issuance(5 days prior to initiation of pricing) Financing agreement(Sec.4C) -before 9:00 a.m.political subdivisions can 09/29/2021 terminate with costs of issuance and 1% penalty(1 day prior to pricing). 09/29/2021 TWDB bond pricing initiation(pre-pricing begins) 09/30/2021 TWDB bond pricing 10/7/2021 TWDB approves interest rates available to political subdivisions Various Political subdivisions adopt bond resolutions and/or master agreements Political subdivisions submit transcripts to Texas Attorney General in Various preparation of closing 10/11/2021 Columbus Day Holiday(TWDB open)** 10/13/2021 TWDB bond closing(political subdivisions must close within 56 days) 10/14 to 12/8/2021 Closings on political subdivision obligations 11/11/2021 Veteran's Day Holiday** 11/25/2021 Thanksgiving Holiday** 11/26/2021 Thanksgiving Holiday** 12/8/2021 Last day to close on political subdivision obligations Financing agreement(Sec.4D) -penalty applied to any political subdivision failing to issue debt Start of post-pricing termination payment period (includes costs of issuance, 12/9/2021 underwriters'discount and 5%penalty) 03/4/2022 1 Last due date for payment of penalties *Preliminary, subject to change **State agency holidays are reflected to show when TWDB is closed; they are counted towards deadlines. Attachment C.Page 1 of 1