Contract - BCRUA Brushy Creek Regional Utility Authority - 4/22/2021 FIFTH AMENDMENT TO THE MASTER CONTRACT FOR THE FINANCING,
CONSTRUCTION AND OPERATION OF THE BCRUA
REGIONAL WATER TREATMENT AND DISTRIBUTION PROJECT
THIS FIFTH AMENDMENT TO THE MASTER CONTRACT FOR THE
FINANCING, CONSTRUCTION AND OPERATION OF THE BCRUA REGIONAL WATER
TREATMENT AND DISTRIBUTION PROJECT(the "Fifth Amendment") is dated and entered
into as of the 22nd day of April, 2021, by and among Brushy Creek Regional Utility Authority,
Inc. (`BCRUA"),a non-profit corporation of the State of Texas(the"State"),created and existing
under the laws of the State, including Subchapter D of Chapter 431 as amended, Texas
Transportation Code,and the City of Cedar Park,Texas("Cedar Park"),the City of Leander,Texas
("Leander"),and the City of Round Rock,Texas("Round Rock")all home-rule municipalities and
political subdivisions of the State (individually, the "City"; collectively, the "Cities"). The
BCRUA and the Cities are collectively referred to herein as the"Parties."
RECITALS
WHEREAS, on the 2"d day of September, 2008 the Parties entered into that one certain
Master Contract for the Financing, Construction and Operation of the BCRUA Regional Water
Treatment and Distribution Project(the"Master Contract"),that provides terms and conditions for
the financing, construction and operation of the first phase of the new regional system consisting
generally of upgrades to Cedar Park's raw water intake, a raw water intake line, new water
treatment plant, and water transmission mains; and
WHEREAS,on the 22nd day of January,2009 the Parties entered into that one certain First
Amendment to the Master Contract for the Financing, Construction and Operation of the BCRUA
Regional Water Treatment and Distribution Project("First Amendment")to postpone the date on
which the BCRUA Project is to be operational from April 1,2011 to April 1, 2012; and
WHEREAS, on the 20'h day of October, 2010 the Parties entered into that one certain
Second Amendment to the Master Contract for the Financing, Construction and Operation of the
BCRUA Regional Water Treatment and Distribution Project ("Second Amendment") to update
the estimated costs shown in Exhibit D with actual cost numbers, as well as to revise estimated
costs; and
WHEREAS, on the 22nd day of February, 2012 the Parties entered into that one certain
Third Amendment to the Master Contract for the Financing, Construction and Operation of the
BCRUA Regional Water Treatment and Distribution Project ("Third Amendment") to delay
substantial completion of the water treatment plant from April 2012 to June 2012; and
WHEREAS, on the 25th day of April, 2018 the Parties entered into that one certain Fourth
Amendment to the Master Contract for the Financing, Construction and Operation of the BCRUA
Regional Water Treatment and Distribution Project ("Fourth Amendment") to expand the
definition of"BCRUA Project" to include certain Phase II Regional System Components, as
referenced in the Preliminary Engineering Report, and
iZ-202.( -(07
00467945.DOCX
WHEREAS, the Parties now desire to expand the definition of "BCRUA Project" to
include all Phase II Regional System Components, as referenced in the Preliminary Engineering
Report, and
WHEREAS,with respect to the added Phase II components,the Parties also desire to attach
a new Exhibit D-1 to set out the estimated costs,the allocation of the costs among the Parties,and
to set out the Parties respective reserved capacities in said Phase II components;
NOW,THEREFORE, in consideration of the mutual covenants and agreements herein contained,
the sufficiency of which are hereby conclusively acknowledged, and subject to the terms and
conditions hereinafter set forth,the Cities and the BCRUA mutually agree that the Master Contract
is amended as follows:
ARTICLE I
TABLE OF CONTENTS
The list of exhibits in the Table of Contents of the Master Contract,is amended to read as follows:
EXHIBITS
Exhibit A-1 Contract between City of Round Rock and BRA for Lake Travis Water
Exhibit A-2 Contract between City of Round Rock and BRA for Lake Travis Water
Exhibit A-3 Contract between City of Round Rock and BRA for Lake Travis Water
Exhibit B Contract between City of Cedar Park and LCRA for Lake Travis Water
Exhibit C Contract between City of Leander and LCRA for Lake Travis Water
Exhibit D BCRUA Regional Water Project Capacity and Cost Allocation, Phase IA,
Amended: October 20,2010
Exhibit D-1 BCRUA Regional Water Project Capacity and Cost Allocation,Phase II,Updated:
March 30,2021.
ARTICLE II
AMENDED EXHIBIT D-1
The attached document entitled"Exhibit D-1,BCRUA Regional Water Project Capacity and Cost
Allocation, Phase II, Updated: March 30 2021.," has been amended to include all Phase II
Regional System Components and it shall be considered attached to and incorporated in the Master
Contract.
ARTICLE 1II
DEFINITIONS
Except as amended herein, all terms used herein shall have the meanings assigned to them in the
Master Contract,unless the context clearly requires otherwise.
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3.01 The Master Contract,Article I, Section 1.1 (f) shall be amended to read as follows:
(f) "BCRUA Project"means,collectively,the Land Interests and the improvements described
in the recitals to this Contract and further described in the Preliminary Design Report,and as shown
on Exhibit D, and on Exhibit D-1. Without limitation the BCRUA Project includes the facilities,
lines, intake structures, storage tanks, booster pumps, and other appurtenances in the BCRUA
Project, including specifically Phase II Regional System Components, as described in the
Preliminary Design Report and owned by the BCRUA sufficient to treat the raw water and deliver
the treated water to which the Cities, respectively, are entitled under this Contract.
ARTICLE IV
AMENDMENTS
4.01 The Master Contract,Article III,Section 3.1 General, shall be amended to read as follows:
Section 3.1 General. Subject to the remaining terms and provisions of this Contract, the
BCRUA agrees to issue one or more series of the Bonds, as requested by any City,to acquire and
construct the BCRUA Project as generally described in the Preliminary Design Report.The Parties
anticipate that the BCRUA Project will be operational by. It is expressly understood and agreed
that any obligations on the part of the BCRUA to finance, acquire, construct, and complete the
BCRUA Project and any future expansions of the BCRUA Project and to provide the water
treatment capacity to the Cities shall be (i) conditioned upon the BCRUA's ability to obtain all
necessary permits, Land Interests, material, labor, and equipment, and upon the ability of the
BCRUA to finance the BCRUA Project Costs through the actual sale of the Bonds or receipt of
Rinds from the Cities, including any Additional Bonds needed to complete the BCRUA Project,
and (ii) subject to all present and future valid laws, orders, rules, and regulations of the United
States of America, the State, and any regulatory body having jurisdiction. The BCRUA shall
acquire and construct the BCRUA Project with all reasonable dispatch, and the BCRUA will
diligently pursue such acquisition and construction in order that the BCRUA Project will be
operational by May 1, 2028 delays incident to events of Force Majeure only excepted; but if for
any reason there should be delays in or the entire failure of such acquisition, construction, and
improvement,there shall be no diminution in or postponement of the Annual Payments to be made
by the Cities hereunder and no resulting liability on the part of the BCRUA.
4.02 The Master Contract, Article III, Section 3.5 Award of Construction Contracts, shall be
amended to read as follows:
Section 3.5 Award of Construction Contracts. Upon obtaining the approval of the Board of
Directors of the BCRUA of the Plans and Specifications,the BCRUA will promptly advertise for
sealed bids or comply with the requirements for an alternative delivery method for the BCRUA
Project to the extent and as required by law. The BCRUA may break the BCRUA Project into
several contracts or phases as it determines is best for the timely acquisition and construction of
the BCRUA Project. The BCRUA shall not be obligated to award a construction contract unless
the proceeds from the Bonds or other funding are available to pay the contract(s). The BCRUA
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shall ensure that all contracts for the construction of the BCRUA Project provide that the BCRUA
Project will be operational by May 1,2028.
ARTICLE V
MISCELLANEOUS
Section 5.1 To the extent necessary to effect the terms and provisions of this Fifth Amendment,
the Master Contract is hereby amended and modified. In all other respects, the aforesaid Master
Contract is hereby ratified and confirmed.
Section 5.2 This Fifth Amendment may be executed in counterparts, each of which shall be an
original and all of which together shall constitute but one and the same instrument.
IN WITNESS WHEREOF,the Parties hereto acting under authority of their respective
governing bodies have caused this Fifth Amendment to be duly executed as of the 22nd day of
April,2021.
(SIGNATURES ON FOLLOWING PAGES)
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BRUSHY CREEK REGIONAL UTILITY AUTHORITY,INC.
By:
Rene Flores,President
Attest:
By:
Secretary
i
I
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CITY OF CEDAR PARK, TEXAS
By:
Corbin Van Arsdale,Mayor
Attest:
By:
LeAnn Quinn, City Secretary
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CITY OF LEANDER,TEXAS
By:
Troy Hill,Mayor
Attest:
By:
Dara Crabtree, City Secretary
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CITY OF ROU ROCK,TEXAS
By: -/*) .
Craig Morgan Mayor
Attest:
Bay
City Clerk De ttL6, ..
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Exhibit D-1
BCRUA Regional Water Project
Capacity and Cost Allocation,Phase II
Updated:March 30,2021
CONSTRUCTED ESTIMATED CEDAR PARK CEDAR PARK SANDER RO ND ROC LEANDER ROUND ROCK
DESCRIPTION CAPACITY(MGD) COST RESERVED COST RESERVED COST RESERVED COST
CAPACITY % CAPACITY VV CAPACITY X
PHASE II-DEEP WATER INTAKE&RAW WATERLINE
PlannirV&Design Services 144.7 $ 16,700.000 28.96 $ 4,836,320 42.85 $ 7,155.950 28.19 $ 4,707.730
Land Rights 144.7 $ 2,500,000 28.96 $ 724,000 42.85 $ 1,071.250 28.19 $ 704.750
Temporary Electrical Improvement Constriction&Construction Phase Services 144.7 $ 4,597,657 28.96 $ 1,331,481 42.85 $ 1.970.096 28.19 $ 1296,080
Constnzbon&Construction Phase Services 144.7 $ 239,580.000 28.96 $69.382.368 42.85 $ 102,660.030 28.19 $ 67,537.602
Pernanent Electrical Improvement Design.Constriction&Constriction Phase Services 144.7 $ 19,535,000 28.96 $ 5,657,336 42.85 $ 8,370.748 28.19 $ 5,506.917
PHASE II-DEEP WATER INTAKE&RAW WATERLINE SUB-TOTAL $ 2U..912,657 ,228,074 $ 79,753,078
Cost Allocation Percents 42M%J 28.19
BCRUA PROJECT PHASE II TOTAL COST 1 $ 657 II $ 121,228,074 $ 79,753,078
MGD %of Capacity
Cedar Park 41.9 28.96
Leander 62.0 4285
FZ Rod, 40.8 28.19
Total 144.7 100