CM-10-12-247Brazos River Authority
December 20, 2010
Cindi Demers
Assistant City Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Re: Continuing Disclosure pursuant to United States Securities and Exchange
Commission Rule 15c2-12 pertaining to Brazos River Authority Contract
Revenue Bonds for the Williamson County Regional Raw Water Line Project (the
"Bonds")
Dear Ms. Demers:
As you may be aware, the United States Securities and Exchange Commission ("SEC")
adopted amendments to Rule 15c2-12 (the "Rule"). The amendments to the Rule are
currently effective and result in the modification of the procedures and format for
complying with the continuing disclosure and material event filing requirements of the
Rule as applied under the existing Continuing Disclosure Agreement ("CDA") between
the Brazos River Authority (the "Authority") and your City (the "Disclosure Party"), dated
as of December 15, 1999.
The purpose of this letter is to advise the Disclosure Party of the amendments to the
Rule and the procedural and formatting changes they impose upon the Disclosure Party
pursuant to the Disclosure Party's continuing disclosure and material event filing
obligations under the CDA. Specifically, the Rule, as amended, requires that:
$ the Disclosure Party file the annual reports, audited financial statements, and
material event and non-compliance notices required by the Rule in an electronic
format, and with identifying information, prescribed from time to time by the
Municipal Securities Rulemaking Board (the "MSRB") (www.emma.msrb.org)
with the approval of the SEC.
$ all documents filed must be in an electronic portable document format (PDF) and
the format must be word searchable, except for diagrams, images, and other
non -textual elements.
4600 Cobbs Drive • P.O. Box 7555 • Waco, Texas 76714-7555
254-761-3100 • FAX 254-761-3215
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$ for so long as the SEC continues to require it, the Disclosure Party must make
separate filings of information under pre -amendment undertakings with the Texas
Municipal Advisory Council, operating as the Securities Information Depository
("SID") for the State of Texas, provided, however, that no such separate filing is
required as long as the SID maintains its subscription for instantaneous feeds of
all filings made with the MSRB for Texas issues.
$ The Authority and/or the Disclosure Party shall notify the MSRB in an electronic
format as prescribed by the MSRB, in a timely manner (but not in excess of ten
business days after the occurrence of the event) of any of the following events
with respect to any relevant bonds:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701—TEB) or other material notices or determinations with
respect to the tax-exempt status of the Bonds, or other events affecting
the tax-exempt status of the Bonds;
7. Modifications to rights of Bondholders, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the
Bonds, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of an obligated
person;
13. The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry
into a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant
to its terms, if material;
14. Appointment of a successor or additional trustee or the change of name of
a trustee, if material.
These modifications apply to the Bonds and all bonds of the Authority for which the
Disclosure Party is obligated under the Continuing Disclosure Agreement. As a matter
of information, these modifications will impact the standard for continuing disclosure
compliance under the Rule that will be applied to any bonds hereafter issued by the
Disclosure Party on its own behalf which are subject to the Rule.
Please acknowledge receipt and agreement to the terms of this letter by executing the
acknowledgment on the second copy of this letter and returning the acknowledged copy
to me. Thank you for your attention to this matter. If you should have any questions,
please advise.
Very truly yours,
Phillip J. Ford
General Manager/CEO
ACKNOWLEDGED AND AGREED on
CITY OF ROUND ROCK, TEXAS
By:
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