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GM-2024-115 - 11/15/2024MCCALL Focused n Public Finance since 1919. 44411'"TO PARKHURST & HORTON November 15, 2024 Board of Directors Brushy Creek Regional Utility Authority, Inc. Dear Ladies and Gentlemen: This engagement letter will outline our proposed services as Bond Counsel to the Brushy Creek Regional Utility Authority, Inc. (the "Authority") in connection with the issuance of bonds, notes or other obligations by the Authority for the City of Round Rock, Texas and our understanding of the compensation therefor (the "Matter"). SERVICES We will perform all usual and necessary legal services as Bond Counsel. Specifically, we will prepare and direct legal proceedings and perform other necessary legal services with reference to the formation of the Authority, preparation and review of financing contracts, and authorization, sale, and delivery of the Authority's bonds, notes or other obligations referenced above (for convenience hereafter collectively referred to as "bonds"), including the following: consultation with the Authority's Board (the "Board"), as appropriate, and any advisors in planning for the bond issue, including consultations concerning federal tax considerations; 2. preparation of all contracts, resolutions, trust indentures, and other instruments pursuant to which bonds will be authorized, secured, sold and delivered in consultation with the Board's General Counsel, financial advisors, the underwriters and their counsel and any officials and consultants thereof; 3. attendance at meetings of the Board, as appropriate, and with other representatives thereof to the extent required or requested with reference to the creation of the Authority and authorization and issuance of the bonds; 4. preparation of all documents necessary to seek the approval of the Attorney General of Texas and the submission of such documents to the Attorney General for approval and to the Comptroller of Public Accounts for registration of the bonds as required by law; (-W,,2-� ins 600 Congress Ave. Two Allen Center 112 E. Pecan Street 1200 Smith Street, Suite 1550 Suite 1310 Houston, Texas 77002 San Antonio, Texas 78205 T 713.980.0500 T 210.225.2800 F 713.980.0510 F 210.225.2984 www.mphlegal_com 717 North Harwood Suite 2150 Suite 900 Austin. Texas 78701 Dallas, Texas 75201 T 512.478.3805 T 214.754 9200 i= 512.472,0871 F 214.754.9250 M supervision of the printing and execution of the bonds and the delivery thereof to the initial purchaser of the bonds; 6. rendering our nationally accepted opinions covering the validity of the bonds under Texas law and tax status of the interest thereon under federal income tax laws; and 7. preparation of transcript of all proceedings in connection with the issuance of the bonds. The foregoing legal services as Bond Counsel do not include any direct responsibility for litigation of any kind. However, if during the issuance of the bonds any litigation should develop regarding the issuance of the bonds or the provisions made for their payment or security, we will consult, advise and cooperate with General Counsel to the Board concerning any such litigation. Our fees for such services would be based upon an hourly rate of $400 an hour. In addition, our services as Bond Counsel do not include any direct responsibility for the "disclosure obligations" owed to the investing public under the federal securities laws and the various state securities laws. We will not be responsible for the preparation of any Official Statement and will not assume any responsibility with respect thereto nor undertake independently to verify any of the information therein, except that, in our capacity as Bond Counsel, we will review various statements in any Official Statement to verify that such statements conform to the provisions of the legal instruments and documents therein described. The firm will undertake upon the request of the Board such services as may be necessary to assist the Authority in satisfying the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission. Our fees for such services would be based upon an hourly billing rate of $400 per hour. Should it be necessary for the firm to render a written opinion with respect to any matters relating to the compliance by the Authority with the ongoing disclosure or other compliance requirements of Rule 15c2-12, such fee for legal services provided in connection with the delivery of the opinion will be set at an amount agreed upon by us and the Authority. Our services as Bond Counsel do not include any responsibility for investigating the financial condition and affairs of the Authority. Our approving legal opinion as Bond Counsel will contain a paragraph substantially to the effect that we have acted as Bond Counsel for the Authority for the sole purpose of rendering an opinion with respect to the legality and validity of the bonds under the Constitution and laws of the State of Texas, and with respect to the exemption of the interest on the bonds from federal income taxes, and for no other reason or purpose. The paragraph will also disclose that we have not been requested to investigate or verify, and have not investigated or verified, any records, data, or other material relating to the financial condition or capabilities of the Authority, and have not assumed any responsibility with respect thereto. www.mphlegal.com M COOPERATION To enable us effectively to perform the services contemplated, it is essential that you disclose fully and accurately all facts and keep us apprised of all developments relating to the Matter. You have agreed to cooperate fully with us and to make your representatives available to attend meetings, conferences, hearings, and other proceedings. CLIENT DOCUMENTS We will maintain all documents you furnish us in our client files for the Matter. At the conclusion of the Matter (or earlier if appropriate), it is your obligation to advise us as to which, if any, of the documents in our files you wish us to return to you. We may keep copies thereof to the extent we believe advisable for our records. We will retain any remaining documents in our files for a certain period of time and ultimately destroy them in accordance with our record retention program schedule then in effect. STANDARDS OF PROFESSIONALISM AND ATTORNEY COMPLAINT INFORMATION In performing services under this Agreement, we agree to comply with all applicable state and federal laws. Pursuant to rules promulgated by the Texas Supreme Court and the State Bar of Texas, we are to advise clients that the State Bar of Texas investigates and prosecutes complaints of professional misconduct against attorneys licensed in Texas. A brochure entitled Attorney Complaint Information is available at all of our Texas offices and is likewise available upon request. A client that has any questions about State Bar's disciplinary process should call the Office of the General Counsel of the State Bar of Texas at 1-800-932-1900 toll free. CONFLICTS OF INTERESTS You understand that the firm represents many investment banking firms, commercial banks, and other parties to public finance transactions from time to time in connection with other issues, including the Authority's financial advisors and potential underwriters for your bonds, and you do not object to our continued representation (in connection with other issues) of any such party with respect to which you choose to do business in connection with issuance of the bonds, since doing so is how we are able to gain the experience we need to represent you effectively. If a controversy arises between you and any other client of the firm, the firm, after taking into account the rules of professional ethics applicable to it, may decline to represent either you or such other client or both you and such other client. www.mphlegal.com M COMPENSATION We propose a fee of0.20% of the principal amount of bonds issued with a minimum fee of $15,000. Any fees for refundings or more complicated financing structures utilizing variable rate bonds or SWAPs or similar instruments will be negotiated at that time. In addition, for certain complex transactions, including financings through a program funded by the United States Department of Agriculture, the Texas Water Development Board or a similar agency or entity, our fee will be a minimum of $17,500 for up to the first $1,000,000 in principal amount, plus $5 per each $1,000 in principal amount from $1,000,000 to $5,000,000, and plus $2 per each $1,000 in principal amount over $5,000,000. The firm additionally charges the following fixed fees for each series of bonds: an IRS reporting form preparation fee of $750.00, Bond Review Board additional transcript requirements preparation fee of $500.00 and bond preparation fee of $250.00. We also expect to be reimbursed for all normal, actual out-of-pocket expenses incurred (such as travel, communications, reproduction and delivery service) in connection with the services performed. Since the work for the Authority will be performed by attorneys in the Austin office, it is not anticipated that travel expenses will be incurred; however, in the event travel is necessary it will not be undertaken without prior approval by the Board. Copying charges are normally twenty cents a page. Large copying orders are sometimes subcontracted out, in which case the actual charges are billed. Our Bond Counsel fee and all then available expenses will be billed at or soon after Closing and certain post -Closing expenses (such as bond transcript preparation and delivery expenses) may be billed subsequently; provided that the Authority for its administrative ease may agree in its sole discretion through the execution of a closing instruction letter that all post - Closing expenses may be paid at closing using an agreed upon estimate for such expenses. STATE LAW VERIFICATIONS McCall, Parkhurst & Horton L.L.P makes the following representations and covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"), in entering into this Engagement Letter. As used in such verifications, "affiliate" means an entity that controls, is controlled by, or is under common control with McCall, Parkhurst & Horton L.L.P within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such verification during the term of this Engagement Letter shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Engagement Letter, notwithstanding anything in this Engagement Letter to the contrary. McCall, Parkhurst & Horton L.L.P. represents that neither it nor any of its parent company, wholly- or majority -owned subsidiaries, and other affiliates is a company www.mphlegal.com M identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing representation excludes McCall, Parkhurst & Horton L.L.P. and each of its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. McCall, Parkhurst & Horton L.L.P. hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Engagement Letter. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. McCall, Parkhurst & Horton L.L.P. hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Engagement Letter. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. McCall, Parkhurst & Horton L.L.P. hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Engagement Letter. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.00](1), Government Code. TERMINATION This engagement may be terminated by either party upon thirty (30) days written notice; provided, however, if the Board exercises the early termination, the Authority shall pay Bond Counsel all fees and expenses accrued to the date of such termination. There shall not be individual liability on any member of the Board, or other official of the Authority, for the payment of any amounts due hereunder. www.mphlegal.com If the Board finds this proposal to be satisfactory, we ask that a copy of this letter be signed and returned to us for our files. We look forward to working with the Authority. Respectfully submitted, McCall, Parkhurst & Horton L.L.P. Richard S. Donoghue www.mphlegal.com Ti The foregoing agreement is hereby accepted on behalf of the Brushy Creek Regional Utility Authority, Inc. Date: -4 wwz��-- By: Sam Roberts Title: General Manager www mphlegal.com