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R-99-11-09-10C5 - 9/11/1999Brazos River Authority Mr. Robert Bennett, Jr. City Manager City of Round Rock 221 East Main Street Round Rock, Texas 78664 Re: Williamson County Regional Raw Water Line Continuing Disclosure Agreements Dear Mr. Bennett: 4400 Cobbs Drive • P.O. Box 7555 • Waco, Texas 76714 -7555 254- 776 -1441 • FAX 254-772-5780 QUALITY • CONSERVATION • SERVICE RECEIVED AUG 1 21499 August 11, 1999 As you may recall at our June information meeting, Mr. Chuck Kobdish of McCall, Parkhurst & Horton presented the general continuing disclosure requirements of the Securities and Exchange Commission for bond sales. Mr. Kobdish is the BRA's bond counsel. At this time, he has prepared the documents specifically for the City of Round Rock. You will find these documents in the two enclosed packets. The first packet contains five copies of both a Certificate for Resolution (Certificate) and a Resolution Authorizing the Execution and Delivery of a Continuing Disclosure Agreement (Resolution). Attached to the Resolution is a copy of the Continuing Disclosure Agreement (Agreement). which is an exhibit and need not be executed. The second packet contains five copies of the Continuing Disclosure Agreement. Mr. Kobdish has provided the following instructions for proper execution of the documents: Resolution Authorizing Agreement (Resolution) • Introduce and adopt at a duly held meeting of the Council or Board of Directors. • Keep one copy for your records and return the four remaining to my attention. Certificate of Resolution (Certificate): • Complete following adoption of the Resolution. • Indicate the type of meeting held (either regular or special). • Indicate the date of the meeting (in places on the document). • Provide the names of the members and officers of the governing body. • List any absentees from the meeting. • Indicate the actual vote count. • Sign and seal by the indicated officers. • Keep one copy for your records and return the four remaining to my attention. 411P Mr. Robert Bennett, Jr. August 11, 1999 Page 2 Continuine Disclosure Agreement (Agreement): • Sign and seal as indicated by individuals authorized to execute Agreement by Section 2 of the Resolution. • Do not date at this time. BRA will date when fully executed. • Return all five partially executed copies to my attention. • One fully executed copy will be returned to you. If you have specific questions pertaining to these documents or the execution of them, please feel free to contact Mr. Kobdish at (214) 754 -9236. Mr. Kobdish would like to have these documents within the next few months and in advance of the bond sale by the BRA. Thank you for your assistance with this matter. Sincerely, RON ANDERSON, P.E. Senior Planning Manager RA:rp Enclosures cc: Mr. Stephan L. Sheets, Attorney Mr. Chuck Kobdish, McCall, Parkhurst & Horton, w/o enclosures q: \riles \projects \wmco\continuing disclosure agrmt Itr to panicipants 80399.doc Mayor Robert A. Stluka, Jr Mayor Pro-tent Martha A. Chavez Council Members Tom Nielson Earl M. Hairston Rick Stewart Earl Palmer Jimmy Joseph City Manager Robert L Bennett, Jr City Attorney Stephan L Sheets November 15, 1999 Mr. Ron Anderson, P.E. Senior Planning Manager Brazos River Authority 4400 Cobbs Drive P.O. Box 7555 Waco, Texas 76714 -7555 Dear Mr. Anderson: The Round Rock City Council approved Resolution No. R- 99- 11- 09 -1005 at their regularly scheduled meeting on November 09, 1999. This resolution authorizes the execution and delivery of a Continuing Disclosure Agreement with the Brazos River Authority. Enclosed are four (4) Certificates of Resolution and five (5) fully executed Continuing Disclosure Agreements. Please return one fully executed agreement to my attention. If you have any questions, please do not hesitate to contact David Kautz at 218 -5430. Sincerely, Joanne Land Assistant City Manager/ City Secretary Enclosures Fax: 512- 218 -7097 -800- 735 -2989 TDD 1 -800- 735 -2988 Voice www.ci.round- rock.tx.us 221 East Main Street Round Rock, Texas 78664 512 -218 -5400 Nt, Brazos River Authority TRANSMITTAL TO: David Kautz Director of Finance City of Round Rock 221 East Main Street Round Rock, Texas 78664 DATE: December 16, 1999 O� FROM: Ron Anderson, P.E. (e -mail: RonA @Brazos.org) RE: Williamson County Regional Raw Water Line Project Please find the following attachments submitted with this transmittal: Brazos River Authority /Alliance Office P.O. Box 220, H300 Austin, Texas 78767 -0220 Phone: (512) 473 -3572 Fax: (512) 473 -3551 ' :11^x'" (10%" 10 % p 4400 Cobbs Drive • P.O. Box 7555 • Waco, Texas 76714 -7555 254 - 776 -1441 • FAX 254 - 772 -5780 QUALITY • CONSERVATION • SERVICE Attachments Item Copies Description Fully Executed Copy of Continuing Disclosure Agreement SECTION 1. Definitions. below: CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Agreement "), dated as of December 15, 1999 is executed and delivered by the Brazos River Authority (the "Issuer ") and the City of Round Rock, Texas (the "Disclosure Party ") in connection with the issuance, from time to time, of the Issuer's "municipal securities," with respect to which the Disclosure Party is an "obligated person," as such terms are applied within the meaning of the Rule (the "Bonds "). For good and valuable consideration, the Issuer and the Disclosure Party covenant and agree as follows: As used in this Agreement, the following terms have the meanings ascribed to such terms "MSRB" means the Municipal Securities Rulemaking Board and any successor to its duties. "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Rule" means SEC Rule 15c2 -12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission and any successor to its duties. "SID" means any entity designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. SECTION 2. Annual Reports; Obligations of Disclosure Party. The Disclosure Party undertakes to and shall provide annually to eachNRMSIR and any SID, within six months after the end of each of its fiscal years following the issuance of Bonds, financial information and operating data with respect to the Disclosure Party as specified and included in Appendix B of any final official statement relating to Bonds. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in the notes to the financial statements as specified and included in Appendix B of any final official statement relating to Bonds, or such other accounting principles as the Disclosure Party may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the Disclosure Party commissions an audit of such statements and the audit is completed within the period during which it must be provided. If the audit of such financial statements is not complete within such period, then the Disclosure Party shall provide unaudited financial statements for the applicable fiscal year to each NRMSIR and any SID within the period during which it must be provided and the audited financial statements, when and if the audit report on such statements become available. If the Disclosure Party changes its fiscal year, it will notify the Issuer, each NRMSIR and any SID in writing of the change (and of the date of the new fiscal year end) prior to the next date by which the Disclosure Party otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be incorporated by specific reference to any document or specific part thereby (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. The Disclosure Party shall, within ten (10) business days of the filings of the annual reports, notify the Issuer in writing that the filings have been made. Further, the Disclosure Party shall provide (1), in a timely manner, notice of any failure by the Disclosure Party to provide annual financial statements and operating data in accordance with Section 2 hereof to each NRMSIR and each SID and (2) within ten (10) business days of the Disclosure Party's obtaining actual knowledge of the occurrence of any of the events enumerated in 3(a) below, notice to the Issuer of such event. SECTION 3. Material Event Notices. (a) The following are the events with respect to Bonds that the Issuer agrees to disclose in a timely manner pursuant to the terms hereof, if the Issuer determines, pursuant to subsection (b) below, that such events are "material" under applicable federal securities laws and regulations promulgated thereunder. (1) Principal and interest payment delinquencies; (2) Non - payment related defaults; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions or events affecting the tax- exempt status of the security; (7) Modifications to rights of securities holders; (8) Bond calls; (9) Defeasances; 2 and (10) Release, substitution, or sale of property securing repayment of the securities; (11) Rating changes. (b) Whenever the Issuer obtains knowledge of the occurrence of one of the above events, whether because of a notice from the Disclosure Party pursuant to Section 2 or otherwise, the Issuer shall, in a timely manner, determine if such event would constitute material information for bondholders and beneficial owners of Bonds. (c) If the Issuer determines that the occurrence of one of the above events is material within the meaning of applicable federal securities laws and regulations promulgated thereunder, the Issuer shall promptly file a notice of such occurrence with each NRMSIR or the MSRB and each SID. SECTION 4. Limitations, Disclaimers, and Amendments. The Issuer and the Disclosure Party shall be obligated to observe and perform the covenants specified in this Agreement for so long as, but only for so long as, the Disclosure Party remains an "obligated person" with respect to Bonds within the meaning of the Rule, except that the Disclosure Party in any event will give notice of any deposit made that causes Bonds no longer to be outstanding. The provisions of this Agreement are for the sole benefit of (and may be enforced by) the bondholders and beneficial owners of Bonds and the parties to this Agreement, and nothing in this Agreement, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer and the Disclosure Party undertake to provide only the financial information, operating data, financial statements, and notices which each has expressly agreed to provide pursuant to this Agreement and do not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's or the Disclosure Party's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Agreement or otherwise, except as expressly provided herein. Neither the Issuer nor the Disclosure Party make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE ISSUER OR THE DISCLOSURE PARTY, BE LIABLE TO THE BONDHOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER OR THE DISCLOSURE PARTY, RESPECTIVELY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS AGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. 3 No default by the Issuer or the Disclosure Party in observing or performing their respective obligations under this Agreement shall comprise a breach of or default under any resolution of the Issuer authorizing the issuance of Bonds, or any contract relating thereto, for purposes of any other provision of this Agreement. Nothing in this Agreement is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer or the Disclosure Party under federal and state securities laws. The provisions of this Agreement may be amended by the Issuer and the Disclosure Party from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer or the Disclosure Party, but only if (1) the provisions of this Agreement, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the bondholders or beneficial owners of a majority in aggregate principal amount (or any greater amount required by any other provision of this Agreement that authorizes such an amendment) of outstanding Bonds consent to such amendment or (b) an entity that is unaffiliated with the Issuer or the Disclosure Party (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interest of the bondholders and beneficial owners of Bonds and is permitted by the terms of the Agreement. If the Issuer and the Disclosure Party so amend the provisions ofthis Agreement in connection with the financial or operating data which it is required to disclose under Section 2 hereof, the Disclosure Party shall provide a notice of such amendment to be filed in accordance with Section 3(b) hereof, together with an explanation, in narrative form, of the reason for the amendment and the impact of any change in the type of financial information or operating data to be so provided. The Issuer and the Disclosure Party may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of Bonds. SECTION 5. Miscellaneous. A. Representations. Each of the parties hereto represents and warrants to each other party that it has (i) duly authorized the execution and delivery of this Agreement by the officers of such party whose signatures appear on the execution pages hereto, (ii) that it has all requisite power and authority to execute, deliver and perform this Agreement under applicable law and any resolutions or other actions of such party now in effect, (iii) that the execution and delivery of this Agreement, and performance of the terms hereof, does not and will not violate any law, regulation, ruling, decision, order, indenture, decree, agreement or instrument by which such party is bound, and (iv) such party is not aware of any litigation or proceeding pending, or, to the best of such party's knowledge, threatened, 4 contesting or questioning its existence, or its power and authority to enter into this Agreement, or its due authorization, execution and delivery of this Agreement, or otherwise contesting or questioning the issuance of Bonds. B. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas and applicable federal law. C. Severability. If any provision hereof shall be held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions hereof shall survive and continue in full force and effect. D. Counterparts This Agreement may be executed in one or more counterparts, each and all of which shall constitute one and the same instrument. 5 IN WITNESS WHEREOF, the Issuer and the Disclosure Party have each caused their duly authorized officers to execute this Agreement as of the day and year first above written. ATTEST: Asst. Secr Board of Directors ATTEST: BRAZOS RIVER AUTHORITY CITY OF ROUND ROCK 6 THE STATE OF TEXAS CITY OF ROUND ROCK We, the undersigned officers of the City of Round Rock, Texas, hereby certify as follows: 1. The Cit Council of said City convened in RE4UU}IZ. MEETING ON THE 9 DAY OF Np�J. . 19 , at the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to wit: fn U yae goeiar A. ,57 ,1101. see . rA Ore. P40-7gm mm,27HA 4. CNAaL CDu,uCu.mA)) Tom N)EL5oN COUNC1LrnAA)6 A &id M, HRh2577A) CoUN CILmpN I R�C. PA�mt and all of said persons were present, except the following absentees: &alkt IL. 1#) Jim Jose f1 thus constituting a quorum. Whereupon, among other business, the following was transact at said Meeting: a written RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT was duly introduced for the consideration of said City Council and duly read. It was then duly moved and seconded that said Resolution be passed on first reading; and, after due discussion, said motion, carrying with it the passage of said Resolution on first reading, prevailed and carried by the following vote: AYES: All members of said City Council shown present above voted "Aye ", except NAYS: 0 ABSTAIN: 0 ,2- q9- ► I- o9 -1oc5 CERTIFICATE FOR RESOLUTION 2. That 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; that said Resolution has been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing paragraph is a true, full, and correct excerpt from said City Council's minutes of said Meeting pertaining the passage of said Resolution on first reading; that the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of said City Council as indicated therein; and that each of the officers and members of said City Council 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 on first reading at said Meeting; and that said Meeting was open to the public, and public notice of the time, place, and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code. 3. That the Mayor of said City has approved, and hereby approves, the aforesaid Resolution; that the Mayor and the City Secretary of said City have duly signed said Resolution; and that the Mayor and the City Secretary of said City hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Resolution for all purposes. th SIGNED AND SEALED the R — day of N)OVEil199, Secretary Mayor (CITY SEAL) RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT THE STATE OF TEXAS COUNTIES OF WILLIAMSON AND TRAVIS CITY OF ROUND ROCK WHEREAS, the City of Round Rock, Texas (the "Disclosure Party ") and the Brazos River Authority (the "Issuer ") have heretofore entered into, and may in the future enter into, contracts relating to the provision of facilities and/or services by the Issuer for the benefit of the Disclosure Party; and WHEREAS, in connection with the financing of the facilities and/or services provided by the Issuer for the benefit of the Disclosure Party, the Issuer has, and/or will, from time to time authorize, issue and deliver bonds (the "Bonds") of the Issuer supported by payments to be made by the Disclosure Party pursuant to such contracts; and WHEREAS, the United States Securities and Exchange Commission has adopted Rule 15c2- 12, as amended from time to time (the "Rule "); and WHEREAS, the Rule provides that a broker, dealer or municipal securities dealer of Bonds issued after the effective dates set forth in the Rule, may not purchase or sell Bonds in connection with an offering thereof unless, prior to the purchase or sale thereof, "obligated persons ", or entities acting on behalf of "obligated persons ", have undertaken to provide certain updated financial information and operating data annually, and timely notice of specified material events, to certain information vendors; and WHEREAS, in order to comply with the Rule and facilitate the future issuance of Bonds, the Disclosure Party and the Issuer have agreed that it is deemed appropriate and necessary to enter into the Continuing Disclosure Agreement (the "Agreement ") hereinafter authorized to be executed and delivered. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: Section 1. That 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. That the Mayor or the Mayor Pro Tem of the City Council or the City Manager of the Disclosure Party is hereby authorized and directed to execute and deliver, and the City Secretary of the Disclosure Party is authorized and directed to attest, the Agreement substantially in the form and substance attached hereto. Section 3. That the Agreement shall become effective and enforceable in accordance with its terms immediately upon execution and delivery thereof for all intents and purposes. Section 4. That each of the officers and members of the City Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the meeting at which this Resolution was introduced, 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 that said meeting was open to the public and public notice of the time, place and purpose of said meeting was given, all as required by the Texas Government Code, Chapter 551. SECTION 1. Definitions. This Continuing Disclosure Agreement (the "Agreement "), dated as of _ is executed and delivered by the Brazos River Authority (the "Issuer ") and the City of Round Rock, Texas (the "Disclosure Party") in connection with the issuance, from time to time, of the Issuer's "municipal securities," with respect to which the Disclosure Party is an "obligated person," as such terms are applied within the meaning of the Rule (the "Bonds "). For good and valuable consideration, the Issuer and the Disclosure Party covenant and agree as follows: below: CONTINUING DISCLOSURE AGREEMENT As used in this Agreement, the following terms have the meanings ascribed to such terms "MSRB" means the Municipal Securities Rulemaking Board and any successor to its duties. "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Rule" means SEC Rule 15c2 -12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission and any successor to its duties. "SID" means any entity designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. SECTION 2. Annual Reports; Obligations of Disclosure Party. The Disclosure Party undertakes to and shall provide annually to each NRMSIR and any SID, within six months after the end of each of its fiscal years following the issuance of Bonds, financial information and operating data with respect to the Disclosure Party as specified and included in Appendix B of any final official statement relating to Bonds. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in the notes to the financial statements as specified and included in Appendix B of any final official statement relating to Bonds, or such other accounting principles as the Disclosure Party may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the Disclosure Party commissions an audit of such statements and the audit is completed within the period during which it must be provided. If the audit of such financial statements is not complete within such period, then the Disclosure Party shall provide unaudited financial statements for the applicable fiscal year to each NRMSIR and any SID within the period during which it must be provided and the audited financial statements, when and if the audit report on such statements become available. If the Disclosure Party changes its fiscal year, it will notify the Issuer, each NRMSIR and any SID in writing of the change (and of the date of the new fiscal year end) prior to the next date by which the Disclosure Party otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be incorporated by specific reference to any document or specific part thereby (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. The Disclosure Party shall, within ten (10) business days of the filings of the annual reports, notify the Issuer in writing that the filings have been made. Further, the Disclosure Party shall provide (1), in a timely manner, notice of any failure by the DisclosurePartyto provide annual financial statements and operating data in accordance with Section 2 hereof to each NRMSIR and each SID and (2) within ten (10) business days of the Disclosure Party's obtaining actual knowledge of the occurrence of any of the events enumerated in 3(a) below, notice to the Issuer of such event. SECTION 3. Material Event Notices. (a) The following are the events with respect to Bonds that the Issuer agrees to disclose in a timely manner pursuant to the terms hereof, if the Issuer determines, pursuant to subsection (b) below, that such events are "material" under applicable federal securities laws and regulations promulgated thereunder. (1) (2) (3) (4) (5) (6) ( ( ( Principal and interest payment delinquencies; Non - payment related defaults; Unscheduled draws on debt service reserves reflecting financial difficulties; Unscheduled draws on credit enhancements reflecting financial difficulties; Substitution of credit or liquidity providers, or their failure to perform; Adverse tax opinions or events affecting the tax - exempt status of the security; Modifications to rights of securities holders; Bond calls; Defeasances; 2 and (10) Release, substitution, or sale of property securing repayment of the securities; (11) Rating changes. (b) Whenever the Issuer obtains knowledge of the occurrence of one of the above events, whether because of a notice from the Disclosure Party pursuant to Section 2 or otherwise, the Issuer shall, in a timely manner, determine if such event would constitute material information for bondholders and beneficial owners of Bonds. (c) If the Issuer determines that the occurrence of one of the above events is material within the meaning of applicable federal securities laws and regulations promulgated thereunder, the Issuer shall promptly file a notice of such occurrence with each NRMSIR or the MSRB and each SID. SECTION 4. Limitations, Disclaimers, and Amendments. The Issuer and the Disclosure Party shall be obligated to observe and perform the covenants specified in this Agreement for so long as, but only for so long as, the Disclosure Party remains an "obligated person" with respect to Bonds within the meaning of the Rule, except that the Disclosure Party in any event will give notice of any deposit made that causes Bonds no longer to be outstanding. The provisions of this Agreement are for the sole benefit of (and may be enforced by) the bondholders and beneficial owners of Bonds and the parties to this Agreement, and nothing in this Agreement, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer and the Disclosure Party undertake to provide only the financial information, operating data, financial statements, and notices which each has expressly agreed to provide pursuant to this Agreement and do not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's or the Disclosure Party's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Agreement or otherwise, except as expressly provided herein. Neither the Issuer nor the Disclosure Party make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE ISSUER OR THEDISCLOSURE PARTY, BE LIABLE TO THE BONDHOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER OR THE DISCLOSURE PARTY, RESPECTIVELY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS AGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. 3 No default by the Issuer or the Disclosure Party in observing or performing their respective obligations under this Agreement shall comprise a breach of or default under any resolution of the Issuer authorizing the issuance of Bonds, or any contract relating thereto, for purposes of any other provision of this Agreement. Nothing in this Agreement is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer or the Disclosure Party under federal and state securities laws. The provisions of this Agreement may be amended by the Issuer and the Disclosure Party from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer or the Disclosure Party, but only if (1) the provisions of this Agreement, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the bondholders or beneficial owners of a majority in aggregate principal amount (or any greater amount required by any other provision of this Agreement that authorizes such an amendment) of outstanding Bonds consent to such amendment or (b) an entity that is unaffiliated with the Issuer or the Disclosure Party (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interest of the bondholders and beneficial owners of Bonds and is permitted by the terms of the Agreement. If the Issuer and the Disclosure Party so amend the provisions of this Agreement in connection with the financial or operating data which it is required to disclose under Section 2 hereof, the Disclosure Party shall provide a notice of such amendment to be filed in accordance with Section 3(b) hereof, together with an explanation, in narrative form, of the reason for the amendment and the impact of any change in the type of financial information or operating data to be so provided. The Issuer and the Disclosure Party may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of Bonds. SECTION 5. Miscellaneous. A. Representations. Each of the parties hereto represents and warrants to each other party that it has (i) duly authorized the execution and delivery of this Agreement by the officers of such party whose signatures appear on the execution pages hereto, (ii) that it has all requisite power and authority to execute, deliver and perform this Agreement under applicable law and any resolutions or other actions of such party now in effect, (iii) that the execution and delivery of this Agreement, and performance of the terms hereof, does not and will not violate any law, regulation, ruling, decision, order, indenture, decree, agreement or instrument by which such party is bound, and (iv) such party is not aware of any litigation or proceeding pending, or, to the best of such party's knowledge, threatened, 4 contesting or questioning its existence, or its power and authority to enter into this Agreement, or its due authorization, execution and delivery of this Agreement, or otherwise contesting or questioning the issuance of Bonds. B. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas and applicable federal law. C. Severability. If any provision hereof shall be held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions hereof shall survive and continue in full force and effect. D. Counterparts. This Agreement may be executed in one or more counterparts, each and all of which shall constitute one and the same instrument. 5 IN WITNESS WHEREOF, the Issuer and the Disclosure Party have each caused their duly authorized officers to execute this Agreement as of the day and year first above written. ATTEST: Secretary, Board of Directors ATTEST: BRAZOS RIVER AUTHORITY General Manager CITY OF ROUND ROCK 6 DATE: November 5, 1999 SUBJECT: City Council Meeting — November 9, 1999 ITEM: 10.C.5. Consider a resolution authorizing the execution and delivery of a continuing disclosure agreement with the Brazos River Authority. The City of Round Rock and the Brazos River Authority (BRA) have entered into contracts relating to the construction of the Stillhouse Raw Water Line. The BRA will issue bonds to finance the project and, accordingly, the City and the BRA must provide certain updated financial information and operating data annually along with timely notice of specified material events. While the provision of the information is fairly standard for the City, this agreement formalizes the method by which the information is to be provided. Staff Resource Person: David Kautz, Finance Director.