City Council Agenda Page 1 November 8, 2017

NOTICE OF MEETING OF THECITY COUNCIL

OF BUDA, TX

6:30 PM - Wednesday, November 8, 2017Council Chambers121 S. Main Street

Buda, TX 78610

This notice is posted pursuant to the Texas Open Meetings Act. Notice is hereby given that a Regular City CouncilMeeting of the City of Buda, TX, will be held at which time the following subjects will be discussed and may be actedupon.

A. CALL TO ORDER Please turn off your cell phone when you approach the podium.

B. INVOCATION Pastor James Hooper of the Converge Church

C. PLEDGE OF ALLEGIANCE

D. ROLL CALL

E. PUBLIC COMMENTS At this time, comments will be taken from the audience on non-agenda related topics for a length of time not toexceed three minutes per person. To address the City Council, please submit a Citizen’s Comment form to theCity Secretary prior to the start of the meeting. No action may be taken by the City Council during PublicComments.

F. CONSENT AGENDA All matters listed under this item are considered to be routine by the City Council and will be enacted by onemotion. There will not be separate discussion of these items. If discussion is desired by any Council Member onany item, that item will be removed from the consent agenda and will be considered separately.F.1. Approval of the October 17, 2017 City Council Minutes (City Secretary Alicia Ramirez)

2017-1017 DRAFT Minutes.pdf

F.2. Approval of a memorandum of understanding between the Economic Development Corporation (EDC)and the City of Buda for administrative services provided by the City to the EDC related to payroll,personnel, insurance, and other benefit programs (Finance Director June Ellis; Director of EconomicDevelopment Ann Miller)

BEDC MOU Admin Services TEMPLATE.pdf

F.3. Approval of the annual contract between Buda Public Library and Hays County for library services to thecommunity in the amount of $35,000.00 (Library Director Melinda Hodges)

2017-1108 Hays County Contract staff report.pdf

City CouncilAgenda Page 2 November 8, 2017

FY18 Hays County Contract and exhibit A.pdf

F.4. Authorize the City Manager to issue a purchase order to Tyler Technologies totaling $120,575.00 toupgrade the City of Buda's financial and enterprise software suite (Assistant City Manager Micah Grau)

Buda Incode 10 Migration 7-25-17.pdf

Buda Mobile Service Orders 7-25-17.pdf

Buda Move to SaaS 7-25-17.pdf

Incode Version 10 Migration.pdf

G. PRESENTATIONS

G.1. Presentation and possible action regarding the post-event report for the 4th Annual Fajita Fiesta held on September 29th and 30th, 2017 and consideration to authorize funding for the 5th Annual festival in2018 (Tourism Director Lysa Gonzalez)

2017 Fajita Fiesta - Reimbursement documentation.pdf

G.2. Presentation on the City of Buda Mental Health Programs (Offi cer Josh McNeal and Sergeant EricaSimmons)

Mental Health Presentation for Council.pdf

G.3. Presentation on the impact of the Buda Economic Development Corporation (EDC) on the growth,development, and financial stability of the city and how the Buda Economic Development Corporationserves the citizens of Buda (EDC Director Ann Miller)

H. REGULAR AGENDA

H.1. Discussion and possible action to adopt an Ordinance on first and final reading authorizing the issuanceof City of Buda, Texas, Combination Tax and Limited Revenue Certificates of Obligation, Series 2017;levying an ad valorem tax and pledging certain surplus revenues in support of the certificates; approvingan offi cial statement, a Paying Agent/Registrar Agreement and other documents related to the issuanceof the certificates; awarding the Sale of the Certificates; and authorizing other matters relating to thecertificates (Finance Director June Ellis)

Buda 2017 CO Timetable.pdf

Ordinance_2017 CO's.pdf

Rating Report 2017.pdf

H.2. Deliberation and possible action to approve amendments of the Buda Economic DevelopmentCorporation (EDC) Bylaws as reviewed and approved by the Board of Directors of the Buda EconomicDevelopment Corporation (EDC Director Ann Miller)

Bylaws - 3rd Amendment 20171.pdf

City CouncilAgenda Page 3 November 8, 2017

H.3. Deliberation and possible action to authorize the City Manager to execute a wastewater treatment plantoperations agreement between the City of Buda and the Guadalupe-Blanco River Authority (GBRA),subject to review and approval-to-form of said agreement by the City Attorney (Assistant City ManagerMicah Grau)

2017-11-01 Buda GBRA WWTP Op Agreement - clean 11.3.17.pdf

GBRA_WWTP_Operations_Agreement.pdf

H.4. Deliberation and possible action to adopt a Resolution designating and appointing the Planning andZoning Commission as the Capital Improvements Advisory Committee for the purpose and developmentof a roadway impact fee study (City Engineer John Nett)

City of Buda Resolution Appointing Roadway IF CAIC.pdf

H.5. Deliberation and possible action to award RFP 18-001 to T Construction LLC - Houston, TX for the FM 967Wastewater Relocation Project and to authorize the City Manager to execute said contract (PurchasingManager Victor Castillo)

Binkley reco of T constructionllc.pdf

I. EXECUTIVE SESSION

I.1. Council will recess its open session and convene in executive session pursuant to Government Code§551.071 and §551.087 Deliberations regarding Economic Development Negotiations to deliberate andseek the advice of the City Attorney on an offer or financial or other incentive to a company orcompanies with whom the City of Buda Economic Development Corporation is conducting economicdevelopment negotiations and which the City of Buda seeks to have, locate, stay, or expand in Budaregarding Project Prep School; §551.087 to seek advice of the City Attorney regarding state regulationsapplicable to economic development corporations and sales tax allocations; and, §551.071 and §551.072to deliberate upon the acquisition of real property and seek legal advice from the City Attorneyregarding acquisition of property interests to carry out the Proposition 3 Streets Bond Program projects

J. CONVENE INTO REGULAR SESSION AND TAKE ACTION, IF ANY, ON MATTERS DISCUSSED IN EXECUTIVE SESSION.

J.1. Deliberation and possible action to adopt a Resolution authorizing a performance agreement betweenthe Buda Economic Development Corporation and Project Prep School (EDC Director Ann Miller)

K. STAFF REPORT

K.1. Update on 2014 Buda Bond Propositions (Project Manager Ray Creswell; City Engineer John Nett;Assistant City Manager Chance Sparks; Director of Parks & Recreation Greg Olmer)

Revised_San Antonio_Garrison Schematic_10-05-17.pdf

K.2. Update on ongoing City of Austin Onion Creek Watershed Study (City Engineer John Nett)

Update_of_Onion_Creek_Floodplain_and_Flood_Hazard_Mitigation_Study.pdf

K.3. Update on the FY' 2017-18 Budget through October 31, 2017 (Finance Director June Ellis)

City CouncilAgenda Page 4 November 8, 2017

L. CITY MANAGER’S REPORT 2014 Bond Program, Capital Improvement Projects, Developments, Drainage Projects, Engineering Department,Finance Department, General/Special Election, Grant related Projects, Human Resources, Law Enforcement,Legislative Update, Library Projects, Main Street Program, Parks & Recreation Department, PlanningDepartment, Road Projects, Status-Future Agenda Rqst, Special Projects, Tourism Projects, Transportation,Wastewater Projects, and Water Projects

M. CITY COUNCIL’S BOARD AND COMMITTEE REPORTS

N. ITEMS OF COMMUNITY INTEREST November 11, 2017 Veteran's Event at Bradfield Park at 9:00 amNovember 17, 2017 Canvassing of November 7th Election results at 1:30 pm

O. CITY COUNCIL REQUESTS FOR FUTURE AGENDA ITEMS

O.1. Update on Pending Items requested by City Council

Pending Items.pdf

P. ADJOURNMENT Requests for accommodations must be made 48 hours prior to the meeting. Please contact the City Secretary at(512) 312-0084, or FAX (512) 312-1889 for information or assistance.

I, the undersigned authority, do hereby certify that the above Notice of Meeting of the Governing Body of theCity of Buda, was posted on the bulletin board in front of Buda City Hall, which is readily accessible to the publicat all times, by 5:00 pm on November 3, 2017.

/s/____________________________Alicia RamirezCity Secretary

Meetings scheduled in the Council Chambers are set up to publicly broadcast meetings. You may be audio and video recorded while in this facility.Meetings scheduled in other City Facilities are set up to publicly audio record meetings. You may be audio recorded in the other City Facilities.

In accordance with Article III, Section 3.10, of the Official Code of the City of Buda, the minutes of this meeting consist of the preceding MinuteRecord and the Supplemental Minute Record. Details on Council meetings may be obtained from the City Secretary’s Office, or video of the entiremeeting may be downloaded from the website. (Portions of the Supplemental Minute Record video tape recording may be distorted due toequipment malfunction or other uncontrollable factors.)

The City Council may retire to executive session any time between the meeting’s opening and adjournment for the purpose of consultation withlegal counsel pursuant to Chapter 551.071 of the Texas Government Code; discussion of personnel matters pursuant to Chapter 551.074 of theTexas Government Code; deliberation regarding real property pursuant to Chapter 551.072 of the Texas Government Code; deliberation regardingeconomic development negotiations pursuant to Chapter 551.087 of the Texas Government Code; and/or deliberation regarding the deployment,or specific occasions for implementation of security personnel or devices pursuant to Chapter 551.076 of the Texas Government Code. Action, ifany, will be taken in open session.

City CouncilAgenda Page 5 November 8, 2017

This agenda has been reviewed and approved by the City’s legal counsel and the presence of any subject in any Executive Session portion of theagenda constitutes a written interpretation of Texas Government Code Chapter 551 by legal counsel for the governmental body and constitutesan opinion by the attorney that the items discussed therein may be legally discussed in the closed portion of the meeting considering availableopinions of a court of record and opinions of the Texas Attorney General known to the attorney. This provision has been added to this agenda withthe intent to meet all elements necessary to satisfy Texas Government Code Chapter 551.144(c) and the meeting is conducted by all participantsin reliance on this opinion.

Attendance by Other Elected or Appointed Officials: It is anticipated that members of other governmental bodies, and/or city boards,commissions and/or committees may attend the meeting in numbers that may constitute a quorum of the body, board, commission and/orcommittee. Notice is hereby given that the meeting, to the extent required by law, is also noticed as a possible meeting of the other body, board,commission and/or committee, whose members may be in attendance, if such numbers constitute a quorum. The members of the boards,commissions and/or committees may be permitted to participate in discussions on the same items listed on the agenda, which occur at themeeting, but no action will be taken by such in attendance unless such item and action is specifically provided for on an agenda for that body,board, commission or committee subject to the Texas Open Meetings Act.

CITY COUNCIL MINUTE RECORD Page 165 The City of Buda, Texas Volume 137 Tuesday, October 17, 2017

CALL TO ORDER

Mayor Ruge called the meeting to order at 6:01 p.m.

ROLL CALL

City Secretary Alicia Ramirez certified a quorum with the following Council Members present:

Mayor Todd Ruge Mayor Pro Tem Bobby Lane Council Member Lee Urbanovsky Council Member Wiley Hopkins Council Member George Haehn Council Member Eileen Altmiller

City Manager Kenneth Williams

Council Member David Nuckels was absent from the meeting. (He arrived to the meeting at 6:04 p.m.)

City Staff in attendance: Assistant City Manager/Development Chance Sparks, Assistant City Manager/Administration Micah Grau, City Secretary Alicia Ramirez, Chief of Police Bo Kidd, Library Director Melinda Hodges, Finance Director June Ellis, Parks & Recreation Director Greg Olmer, Public Works Director Mike Beggs, Tourism Director Lysa Gonzales, Public Information Officer David Marino, and Executive Assistant Isabel Fernandez

PUBLIC COMMENTS

None.

CONSENT AGENDA

SUBMISSION OF THE 4TH QUARTER REPORTS FOR THE HUMAN SERVICES FUNDING GRANTS

ADOPTION OF ORDINANCE #2017-15 ON SECOND READING TO CHANGE THE ZONING FROM AGRICULTURAL (AG) TO ARTERIAL COMMERCIAL/OFFICE-ARTERIAL RETAIL (C2/R2) FOR APPROXIMATELY 0.89+/- ACRES AND HIGH DENSITY RESIDENTIAL (HR) FOR APPROXIMATELY 28.48+/- ACRES FOR THE PROPERTY LOCATED ALONG HILLSIDE TERRACE APPROXIMATELY 1,500 FEET EAST OF GREEN MEADOWS LANE ON THE NORTH SIDE OF HILLSIDE TERRACE, BEING 29.391+/- ACRES OUT OF GEORGE HERDER SURVEY, HAYS COUNTY, TEXAS (Z 17-02)

Motion, to approve the Consent Agenda, as presented, was made by Council Member Haehn and seconded Council Member Altmiller. Motion carried unanimously.

APPROVAL OF THE OCTOBER 2, 2017 CITY COUNCIL MEETING MINUTES

Motion, to approve the minutes, as presented, was made by Mayor Pro Tem Lane and seconded Council Member Hopkins. Council Member Urbanovsky abstained. Motion carried unanimously.

Page 166 Minutes Volume 137 October 17, 2017 APPROVAL OF AMENDMENT TO THE NAMING POLICY TO GUIDE THE NAMING OF A MUNICIPAL STREET, PARK, FACILITY AND FEATURE

Assistant City Manager Micah Grau presented background information.

Motion, to approve the policy amendment, as presented, was made by Mayor Ruge and seconded by Council Member Haehn. Motion carried unanimously.

PRESENTATIONS

PRESENTATION AND UPDATE BY THE BARTON SPRINGS EDWARD AQUIFER CONSERVATION DISTRICT (BSEACD) REGARDING THE CONDITIONS OF THE AQUIFER AND THE LATEST EFFORTS AND DEVELOPMENTS OF THE DISTRICT

Assistant City Manager Micah Grau, BSEACD Executive Director John Dupnik, and Board President Blayne Stansberry presented background information. A copy of the presentation is part of the permanent supplemental record.

Council Member Nuckels arrived to the meeting at 6:04 p.m.

General discussion was held on whether the BSEACD participated in the flood plan, and the state law which prohibits water injections into the Edwards aquifer via the Trinity.

REGULAR AGENDA

ADOPTION OF RESOLUTION #2017-R-20 BY THE BOARD OF DIRECTORS OF THE ALLIANCE REGIONAL WATER AUTHORITY AND APPROVAL OF OTHER RELATED MATTERS WITH RESPECT TO CONTRACT REVENUE BONDS FOR THE CITY NOT TO EXCEED $1,625,000 IN CONNECTION WITH THE REGIONAL WATER SUPPLY PROJECT

Finance Director June Ellis provided a brief summary and introduced Mr. Graham Moore. Mr. Moore presented background information. A copy of the presentation is part of the permanent supplemental record.

General discussion was held on should a partner withdraw from the project, then the project costs will be re-evaluated. Council Member Altmiller noted that as a participant in various meetings of the group, she did not feel any of the partners would be interested in withdrawing. She noted that other entities would like to become a partner.

Motion, to adopt the Resolution, as presented, was made by Council Member Altmiller and seconded by Mayor Pro Tem Lane. Motion carried unanimously.

PRESENTATIONS continued

PRESENTATION AND UPDATE ON MATTERS RELATED TO THE IMPACT OF A POTENTIAL CITY OF BUDA PROPERTY TAX FREEZE

Finance Director June Ellis presented background information.

Minutes Page 167 October 17, 2017 Volume 137

General discussion was held on applying certain provisions when a tax freeze may be imposed, the possible tax affects related to changes in ownership, and the revised market or tax value based on ownership.

Mayor Ruge commented the City has generous exemptions; however property values and incomes are more in this area. He suggested staff should review the allowable exemption on a yearly basis without locking the City into something that cannot be reversed.

PRESENTATION REGARDING THE BACKGROUND, PURPOSE, AND PROCESS OF ADOPTING ROADWAY AND STORMWATER/DRAINAGE IMPACT FEES

City Engineer John Nett provided a brief overview of the fees and introduced Eddie Hause and Kelly Dillard of Freese & Nichols, Inc. Mr. Hause and Ms. Dillard presented background information.

General discussion was held on future growth developments and how to access the appropriate fee, imposing fees for new residential and commercial development.

REGULAR AGENDA

AUTHORIZATION FOR THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH FREESE & NICHOLS, INC., TO CONDUCT A ROADWAY IMPACT FEE STUDY

City Engineer John Nett presented background information.

Motion, to authorize the City Manager to execute the said agreement, as presented, was made by Council Member Altmiller and seconded by Mayor Pro Tem Lane. Motion carried unanimously.

FIRST READING OF AN ORDINANCE ELECTING FOR THE CITY OF BUDA TO MAKE CURRENT SERVICE AND PRIOR SERVICE CONTRIBUTIONS TO THE CITY’S ACCOUNT IN THE BENEFIT ACCUMULATION FUND OF THE TEXAS MUNICIPAL RETIREMENT SYSTEM AT THE ACTUARIAL DETERMINED RATE OF TOTAL EMPLOYEE COMPENSATION

Human Resources Director Kristin Williams presented background information.

Motion, to consider the Ordinance on first and final, was made by Mayor Pro Tem Lane and Mayor Ruge. Motion carried unanimously.

Motion, to adopt the Ordinance on first and final reading, as presented, was made by Mayor Pro Tem Lane and seconded by Council Member Haehn. Motion carried unanimously.

DISCUSSION ON A PROPOSED DRAINAGE UTILITY FEE FOR THE CITY OF BUDA

Assistant City Manager Micah Grau and Public Works Director Mike Beggs presented background information. A copy of the presentation is part of the permanent supplemental record.

General discussion was held on the required annual operations and maintenance (O&M) costs, the life expectancy of the repairs in comparison to the current bond projects, the need to prioritize a solution within the budget versus implementing a fee; and how dedicated fees result in restricted funds.

Page 168 Minutes Volume 137 October 17, 2017 City Attorney George Hyde suggested establishing a plan to budget future funding for those particular projects.

DISCUSSION AND POSSIBLE DIRECTION REGARDING STREET CLOSURE POLICIES AND SPECIAL EVENTS

Assistant City Manager Chance Sparks presented background information.

General discussion was held on establishing certain criteria that may regulate certain speech or activity.

Council Member Altmiller suggested a right-of-way (ROW) management ordinance, to further define what constitutes profit and non-profit organization, and to establish a designated parade route.

Mayor Ruge suggested any city-sponsored special event should be reviewed and approved by City Council.

EXECUTIVE SESSION

At 8:56 P.M., Council convened in Executive Session under the provision of Government Code, Title 5. Open Government; Ethics, Subtitle A. Open Government, Chapter 551. Open Meetings, Subchapter D. Exceptions to Requirement that Meetings be Open, §551.071 consultations with attorney to deliberate the City of Buda's Ordinance #2002-0820 regarding Ethics.

At 10:00 P.M., Council reconvened, and the following business was transacted and action taken, if any, on matters discussed in executive session.

No action was taken.

STAFF REPORT

QUARTERLY UPDATE ON THE NATIONAL CIVIC LEAGUE ALL-AMERICAN CITY AWARD PROCESS AND THE LETTER OF INTENT TO APPLY FOR THE AWARD

City Secretary Alicia Ramirez presented background information.

UPDATE ON 2014 BUDA BOND PROPOSITIONS

Project Manager Ray Creswell; City Engineer John Nett; Assistant City Manager Chance Sparks; Director of Parks & Recreation Greg Olmer presented background information.

Responding to a question by Council Member Altmiller, Mr. Nett noted resurfacing of the various roads will have an effect on the engineer’s elevation calculation. He stated he will review the process with the engineer.

STAFF REPORT REGARDING THE POSSIBLE FORMATION OF A TOURISM ADVISORY BOARD

Tourism Director Lysa Gonzales presented background information.

General discussion was held on the board composition and whether to allow out of town members serve on the board. Ms. Gonzales stated business representatives or businesses located within the city limits or ETJ would be included in the composition. Further discussion was held on coordinating the recruitment of members with the other City boards in January.

Minutes Page 169 October 17, 2017 Volume 137

STAFF REPORT REGARDING THE REMOVAL OF A TREE AT HAWK LANE AND MAIN STREET (STAGECOACH PARK ENTRANCE)

Police Chief Bo Kidd presented background information.

CITY MANAGER’S REPORT

• 2014 Bond Program • Capital Improvement projects • Developments • Drainage projects • Engineering Department • Finance Department • Grant related projects • Law Enforcement • Legislative Update

• Library Projects • Parks & Recreation Department • Planning Department • Road projects • Special projects • Status on Requested Future Items • Tourism Projects • Wastewater projects • Water projects

City Manager Kenneth Williams provided an update on the following:

• Announced the selection of Vicki Fuchs as the Human Resource Director. He noted Kristin William’s last day is October 26th.

• The meeting with Standard & Poor’s representative to review the City’s rating.

Public Works Director Mike Beggs provided a brief overview on the trees at FM 967 and the Library.

CITY COUNCIL’S BOARD AND COMMITTEE REPORTS

Council Member Urbanovsky informed he is part of the Hay Consolidated School District Bond Advisory Board.

Council Member Altmiller informed Capital Area Council of Governments (CAPCOG) announced the acceptance for Solid Waste Grant Applications.

ITEMS OF COMMUNITY INTEREST

October 18 - Rain Barrel Order Deadline; distribution on October 28th at Sportsplex

October 19 - Main Street Meet & Mingle Event, 6:30 - 8:30 pm

October 23 - November 3, 2017 Early Voting Period

October 28 - Booda Halloween, 4:30 - 7:30 pm

November 7 - Election Day

November 8 – City Council Meeting

CITY COUNCIL REQUESTS FOR FUTURE AGENDA ITEMS

Council Member Lee requested an update on the preliminary FEMA maps.

Page 170 Minutes Volume 137 October 17, 2017 ADJOURNMENT

Motion, to adjourn the meeting, was made by Mayor Ruge and seconded by Council Member Haehn. Motion carried unanimously.

There being no further business, the meeting was adjourned at 10:32 p.m.

THE CITY OF BUDA, TEXAS ___________________________ Todd Ruge, Mayor ATTEST: _______________________________ Alicia Ramirez, TRMC DATE City Secretary

In accordance with Article III, Section 3.10, of the Official Code of the City of Buda, the minutes of this meeting consist of the preceding Minute Record and the Supplemental Minute Record. Details on Council meetings may be obtained from the City Secretary’s Office, or audio or video of the entire meeting may be downloaded from the website. (Portions of the Supplemental Minute Record audio or video tape recording may be distorted due to equipment malfunction or other uncontrollable factors.)

City Council Agenda Item ReportDate: Wednesday, November 8, 2017

Agenda Item No. 2017-714-Contact: June Ellis

Subject: Approval of a memorandum of understanding between the EconomicDevelopment Corporation (EDC) and the City of Buda for administrativeservices provided by the City to the EDC related to payroll, personnel,insurance, and other benefit programs (Finance Director June Ellis; Director ofEconomic Development Ann Miller)

1. Executive SummaryTo extend the two year agreement between the Economic Development Corporation (EDC) and the Cityof Buda for administrative services provided by the City to the EDC for the compensation package forstaff at the EDC.

2. Background/HistoryThe Economic Development Corporation's (EDC) compensation package is administered by City staff. The compensation package includes services related to processing all personnel transactions,human resources, and insurance and other benefit packages on behalf of the Corporation. Every twoyears staff seeks approval from the EDC Board and the City Council for approval of a Memorandumof Understanding (MOU) between the two entities. The last MOU was approved by City Council onJuly 7, 2015 and by the EDC Board on June 3, 2015. The MOU provides an obligation by the EDC toprovide to the City a total of $3,600 annually for the services the City provides related toadministering the compensation package for the EDC. Funding totaling $3,600 is budgeted in theCity's revenue account, and the EDC has budgeted sufficient funds to pay this amount to the City,upon being invoiced by the City. The Director of the EDC discussed this MOU with the EDC Board atits October 4th meeting. Upon approval by City Council, it is expected that the EDC Board willapprove the MOU at its November 1st board meeting. This MOU is a routine item that will bebrought to City Council for approval every two years, unless the terms of the agreement are revisedby the EDC and the City.

3. Staff's review and analysisStaff has reviewed the MOU and agrees to the obligation amount of $3,600 per year from the EDC forservices provided to the EDC for administering the compensation package - payroll, humanresources, insurance, and other payroll-related benefits.

4. Financial ImpactNo financial impact. The General Fund's revenue budget for Fiscal Year 2018 includes the annualbudgeted amount totaling $3,600.

5. Summary/ConclusionThe City's staff, including staff in Finance and Human Resources, provides administrative services tothe EDC for various payroll and human resources related services. This is a service that the City hashistorically provided to the EDC and is a service the EDC has agreed to reimburse the City for. Thisbi-annual agreement and obligation amount, totaling $3,600, is incorporated into the City's and theEDC's annual budget each year.

6. Pros and ConsN/A

7. AlternativesN/A

8. RecommendationStaff recommends City Council's approval of the Memorandum of Understanding between the City ofBuda and the EDC for administrative cost associated with services provided to the EDC foradministering the EDC's compensation package for the EDC staff.

MEMORANDUM OF UNDERSTANDING

WHEREAS, the City of Buda, Texas (hereinafter referred to as the "City"), and the City of Buda 4B Corporation (hereinafter referred to as the "Corporation") have joint and mutual interests in the economic development of the City of Buda; and

WHEREAS, the parties have determined that it is necessary and desirable to employ a

Director of Economic Development (hereinafter referred to as "Director"), and other staff, who shall be employees of the Corporation; and

WHEREAS, the Corporation does not have sufficient resources to administer the

compensation package to be paid to the Executive Director and the staff, further the City has sufficient resources to administer the compensation package; and

WHEREAS, the City has determined that it would be a direct benefit to the citizens of

Buda and enhance the economic development of the community for the City to administer the compensation package for the Director of Economic Development, and staff; and

WHEREAS, the Corporation was incorporated pursuant to the Development

Corporation Act, Chapter 501-507 of the Texas Local Government Code, as amended; and

WHEREAS, Section 501.067 of the Texas Local Government Code generally provides that the City and Corporation may provide health insurance benefits coverage, liability coverage, worker's compensation coverage, and retirement benefits to employees of the Corporation; and

WHEREAS, Section 501.007 of the Texas Local Government Code generally provides

that the City may not lend its credit or grant any public money or thing of value in aid of the Corporation.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

Section 1. City Obligations. In consideration of the Corporation's obligations, the City agrees to provide the following:

(a) The City shall administer the compensation package for the Director of Economic

Development and staff employed by the Corporation. Further, the City will include the Director and staff in its various insurance programs, and provide other compensation, as approved by the Corporation and City. The City shall file all state and federal tax reports as may be required from time to time, and shall make all necessary payroll withholdings and deposits.

Section 2. Corporation Obligations. In consideration of the City's obligations, the Corporation agrees to provide the following:

(a) The Parties mutually agree that the value of City staff time dedicated to performing its

obligations is $3,600.00 per year. Therefore, the Corporation shall pay the City $300.00 each month during the term of this Agreement. The City shall deliver a monthly invoice to the Corporation, which the Corporation agrees to pay within thirty (30) days of receipt.

Section 3. Term.

(a) This Agreement shall be for a period of two (2) years from the effective date of this Agreement, subject to the terms of this Agreement, the Bylaws of the Corporation and state law.

(b) The City and Corporation may mutually extend this contract, at anytime, under its current

terms or renegotiate a contract containing additional or different terms. (c) This Agreement may be terminated at any time by the City or the Corporation, in whole,

or from time to time, in part. Termination shall be effective sixty (60) days after delivery of Notice of Termination, which shall specify to what extent services under this Agreement shall be terminated.

Section 4. Miscellaneous Provisions.

(a) This Agreement has been duly and properly approved by each party's governing body

and constitutes a binding obligation on each party. (b) This Agreement embodies the entire agreement between the parties and may only be

modified in a writing executed by both parties. (c) The provisions of this Agreement are severable. If any paragraph, section, subdivision,

sentence, clause, or phrase of this Agreement is for any reason held by a court of competent jurisdiction to be contrary to law or contrary to any rule or regulation have the force and effect of the law, the remaining portions of the Agreement shall be enforced as if the invalid provision had never been included.

(d) This Agreement shall be construed in accordance with the laws of the State of Texas and

venue for all purposes hereunder shall be in Hays County, Texas.

APPROVED BY THE CITY COUNCIL OF THE CITY OF BUDA, TEXAS, in its

meeting held on the day of , 2017, and executed by its authorized representative.

CITY OF BUDA, TEXAS

Todd Ruge, Mayor ATTEST:

Alicia Ramirez, City Secretary

APPROVED BY THE CITY OF BUDA 4B CORPORATION in its meeting held on the day of , 2017, and executed by its authorized representative.

CITY OF BUDA 4B CORPORATION

Ron Fletcher, President

ATTEST:

Joy Hart, Secretary

City Council Agenda Item Report November 8th, 2017

Agenda Item No. Contact – Melinda Hodges, Library Director

512-295-5899

librarian@budalibrary.org

SUBJECT: Approval of the annual contract between Buda Public Library and Hays County for library services to the community in the amount of $35,000.

1. BACKGROUND/HISTORY The Hays County government has provided funds for the Buda Public Library since the early

1980s. These funds are given in order to ensure that all citizens of Hays County have access to

library services. These funds are used for general library expenditures, and, since the library

became a city department, are added as revenue to the General Fund.

Each year, the directors of the five public libraries of Hays County meet to discuss budget

demands on the libraries and to request the assistance of Hays County to meet the fiscal

demands on library services. We then submitted an application for funding to the Hays County

judge. For fiscal year 2017-2018, the Buda Public Library requested $60,000.

2. FINDINGS/CURRENT ACTIVITY Hays County has awarded $35,000 to the Buda Public Library in order to provide library

services to Hays County citizens.

The Library Commission recommended that City Council approve this contract at their

October 26th, 2017 meeting.

There have been no changes made to the terms of this contract (excepting the increased grant

amount) since last year.

3. FINANCIAL IMPACT This revenue ($35,000) was budgeted in the City of Buda’s FY18 General Fund.

4. ACTION OPTIONS/RECOMMENDATION Staff requests consideration for approval.

City Council Agenda Item ReportDate: Wednesday, November 8, 2017

Agenda Item No. 2017-730-Contact: Micah Grau

Subject: Authorize the City Manager to issue a purchase order to Tyler Technologiestotaling $120,575.00 to upgrade the City of Buda's financial and enterprisesoftware suite (Assistant City Manager Micah Grau)

1. Executive SummaryThe Fiscal Year 2017-18 Budget approved by the City Council included funds to upgrade the City'sfinancial software suite. The software upgrade was reviewed by the Council IT Committee in May2017 as part of the budget review process. The upgrade will move the City from Version 9.7 to theVersion 10 platform. As part of this upgrade, the City will also move to a hosted service.

2. Background/HistoryTyler Technologies is a Texas-based company with nearly 700 customers in Texas. TylerTechnologies is an industry leader in providing software solutions for local governments. The City ofBuda has used the Tyler Technologies Incode software suite since 2007. Incode is the softwareplatform used for accounting, payroll, human resources, utility billing, and municipal court.

Version 10 (V10) has been available since 2008. Upgrades to V10 are numerous. In addition toproviding enhanced security, V10 provides an easy to navigate and customize-able experience forusers. Running reports and exporting data sets to Microsoft Excel are simplified. V10 will automateand improve many processes of the City of Buda. The new Employee Self Service module will enableemployees to enter time sheets, input purchase orders, and print pay stubs and other importantemployee information through a web portal. Supervisors will be able to manage purchase orders,staffing leave requests, time sheets, and look up budget information even while out of the officethrough the web portal, helping to streamline approval processes.

Utility Billing upgrades include adding the Tyler Output Processor and Tyler Content Manager. Theupgrades will provide the ability to send utility bills electronically through email or "E-Bills." Thiswill result in cost savings from postage and printing of bills.

Municipal Court will have the ability to go paperless by using Tyler Content Manager; Included in theupgrade is equipment for digital signature of court documents and a scanner for materials related tocases.

Currently, the Incode database is hosted by the City of Buda. Moving to the cloud-hosted optionprovided by Tyler Technologies will result in greater redundancy and enhanced security of the City'sdata which includes sensitive customer and employee information. This change will reduce ourcosts for Managed IT Services as our IT vendor will no longer support management and updates to acity-hosted server database.

3. Staff's review and analysisFinance staff worked with Tyler Technologies during 2017 to explore V10 and identify theimprovements it will have in completing duties, automating functions, and providing service to otherdepartments. The easy-to-use interface will enable departments to quickly and independently runup-to-date budget reports and review the status of purchase orders.

4. Financial ImpactThe cost to upgrade to Incode Version 10 is estimated at a not-to-exceed cost of $120,575.00. Thisincludes licensing for added components and training/development on the upgrades along withannual licensing costs. Tyler Technologies staff will be onsite during key points of the upgrade toensure that the data is transferred correctly and to train staff on the new system. The budget for theupgrade was approved with the Fiscal Year 2017-18 and will be split between the General Fund,Court Technology Fund, Water Fund, and Wastewater Fund.

5. Summary/ConclusionUpgrading to Incode V10 will improve operations and allow staff to work more efficiently. It willalso allow for improvements in customer service for utility billing and municipal court.

6. Pros and ConsPros: System upgrades are easy to use to enable users from all departments to easily run reports andmanage leave requests, purchase orders, and budgets. Upgrades will allow staff to implementpaperless processes and to streamline the time for approvals of purchase orders and time entry.Upgrades for the public include the option of E-Billing for utility bills and increased financialtransparency. Shifting to the Tyler Cloud-hosted solution will decrease our Managed IT Servicesexpenses and improve the redundancy and security of data. Moving this data off of the City's serveralso creates space for other city data and delays the need to expand server drives.

Cons: The cost of upgrading is estimated at $120,575.00. The upgrade will require staff time to set upthe new workflows and train staff on the new system.

7. AlternativesThe City could delay implementation of the software upgrades but doing so will prevent staff fromimplementing streamlined processes and options for the public. The City could conduct a request forproposals to select a new software provider. The time and cost for migrating to a new company isexpected to exceed the proposal to upgrade through Tyler Technologies.

8. RecommendationStaff recommends approval of this item to authorize the City Manager to execute a purchase orderwith Tyler Technologies.

Quoted By: Robin Reeves Quote Expiration: 10/19/2017 Quote Name: City of Buda-LGD-FIN-CT-Incode 10 Migration Quote Number: 2017-33720 Quote Description: Incode 10 Migration

Sales Quotation ForMicah Grau City of Buda PO Box 1218 Buda , TX 78610-1218 Phone: +1 (512) 312-0084 Email: mgrau@ci.buda.tx.us

Tyler Software and Related ServicesDescription License Impl Hours Impl Cost Data Conversion Module Total MaintenanceIncode 10 Core Financials $0 0 $0 $0 $0 $0 Purchasing $0 0 $0 $0 $0 $0 Misc. Accounts Receivable $0 0 $0 $0 $0 $0 Personnel Management (Includes Position Budgeting) $0 0 $0 $0 $0 $0 Utility CIS System $0 0 $0 $0 $0 $0 Cashiering $0 0 $0 $0 Incode Court Criminal Court Case Mgt $0 0 $0 $0 $0 $0 Brazos Citation Issuing Device Interface $0 0 $0 $0 $0 $0

Sub-Total: $0 $0 $0 $0 $0 TOTAL: $0 0 $0 $0 $0 $0

Tyler Software and Related Services - Annual One Time Fees

Description Impl. Hours Impl. Cost Data Conversion Annual FeeIncode 10 Employee Self Service (Employee Portal) 0 $0 $0 $0 ESS - Time and Attendance Number of Full Time Employees 0 $0 $0 $0 TylerU 0 $0 $0 $2,721

Sub-Total: $0 $0 $2,721

2017-33720 -Incode 10 Migration CONFIDENTIAL 1 of 3

TOTAL: 0 $0 $0 $2,721 Other ServicesDescription Quantity Unit Price Extended PriceIncode 10 Migration Services 1 $35,421 $35,421 Project Management 1 $1,500 $1,500

TOTAL: $36,921 Summary One Time Fees Recurring FeesTotal Tyler Annual $0 $2,721 Total Tyler Services $36,921 $0 Total Third Party Hardware, Software and Services $0 $0 Summary Total $36,921 $2,721 Contract Total $39,642 Detailed Breakdown of Conversions (Included in contract total)Description Hours Unit Price Programming Fee Extended Price Incode 10 General Ledger - Conversion $0 $0 General Ledger - Legacy.Historical Views $0 $0 Accounts Payable Conversion $0 $0 Accounts Payable - Legacy.Historical Views Conversion $0 $0 Personnel Management -Payroll Conversion $0 $0 Personnel Management -Payroll - Legacy.Historical Views Conversion $0 $0

Total: $0

2017-33720 -Incode 10 Migration CONFIDENTIAL 2 of 3

Note: Travel Expenses are billed in addition as incurred based on Federal IRS per diem standards. Estimated 13 trips @1250 pertrip. This quote is for Incode 10 Migration Services. Services total includes a discount of ($6,779). Contract ID:The signee(s) certify that funds have been reserved and/or encumbered for the full amount of the items quoted above and will beremitted based on the terms below.All terms and conditions and payment schedules of the Agreement remain in full force and effect.Tyler will invoice Client for any License Fees listed above upon delivery of the software.Any Maintenance Fees listed above will be invoiced upon one (1) year from the effective date and annually thereafter on theanniversary of that date. The first year's maintenance is waived. All payment terms are net thirty (30) days.

- Core Financials includes general ledger, budget prep, bank recon, AP, Express, CellSense, a standard forms pkg, output director,positive pay, secure signatures (qty 2).

- Utility CIS System includes collections, tax lien process import, utility payment import, one Utility handheld meter-reader interface

- Cashiering supports credit/debit cards via ETS, includes PCI Compliant, a cash collection interface, a cashiering receipt import)

- General Ledger conversions include Chart of Accounts - additional fee for historical views.

- Accounts Payable conversions include Vendor Master Only - additional fee for historical views.

- Personnel Management/Payroll conversions include employee master, deductions/taxes, retirement, current leave totals, current directdeposit - additional fee for historical views.

Comments

2017-33720 -Incode 10 Migration CONFIDENTIAL 3 of 3

Quoted By: Robin Reeves Quote Expiration: 10/23/2017 Quote Name: City of Buda-Mobile Service Orders Quote Number: 2017-33815 Quote Description: Mobile Service Orders

Sales Quotation ForMicah Grau City of Buda PO Box 1218 Buda , TX 78610-1218 Phone: +1 (512) 312-0084 Email: mgrau@ci.buda.tx.us

Tyler Software and Related Services - SaaS One Time Fees

Description Impl. Hours Impl. Cost Data Conversion # Years Annual FeeIncode 10 Mobile Service Orders 8 $1,000 $0 $692

Sub-Total: $1,000 $0 $692 TOTAL: 8 $1,000 $0 5 $692

Summary One Time Fees Recurring FeesTotal Tyler SaaS $0 $692 Total Tyler Services $1,000 $0 Total Third Party Hardware, Software and Services $0 $0 Summary Total $1,000 $692 Contract Total $1,692

2017-33815 -Mobile Service Orders CONFIDENTIAL 1 of 2

Contract ID:All terms and conditions and payment schedules of the Agreement remain in full force and effect.

Comments

2017-33815 -Mobile Service Orders CONFIDENTIAL 2 of 2

Quoted By: Robin Reeves Quote Expiration: 10/18/2017 Quote Name: City of Buda-LGD-Move to SaaS Quote Number: 2017-33652 Quote Description: Move to SaaS

Sales Quotation ForMicah Grau, MPA City of Buda PO Box 1218 Buda , TX 78610-1218 Phone: +1 (512) 312-0084 Email: mgrau@ci.buda.tx.us

Tyler Software and Related Services - SaaS One Time Fees

Description Impl. Hours Impl. Cost Data Conversion # Years Annual FeeIncode Court Criminal Court Case Mgt 0 $0 $0 $2,132 Brazos Citation Issuing Device Interface 0 $0 $0 $0 Incode Notifications for Court 0 $0 $0 $0 Incode Core Financials 0 $0 $0 $5,094 Purchase Orders 0 $0 $0 $1,963 Misc. Accounts Receivable 0 $0 $0 $1,270 Utility CIS System 0 $0 $0 $4,387 Utility Payment Import (Generic Interface) 0 $0 $0 $781 Utility Handheld Meter-Reader Interface 0 $0 $0 $739 Central Cash Collection 0 $0 $0 $2,077 Human Resources Base Package 0 $0 $0 $419 Payroll-Personnel 0 $0 $0 $2,540 Distributed Time Sheet Entry 0 $0 $0 $1,270 Fixed Assets 0 $0 $0 $3,008 Project Accounting 0 $0 $0 $7,016 Forms Overlay 0 $0 $0 $3,008 Tyler Output Processor Server 8 $1,000 $0 $2,030 Incode Notifications for Utility Billing 0 $0 $0 $0

2017-33652 -Move to SaaS CONFIDENTIAL 1 of 3

Tyler Software Tyler Content Manager Standard Edition (TCM SE) 40 $5,000 $0 $5,830 Other Services Hosting User Fee 0 $0 $0 $5,750 Other Software Cashiering Receipt Import (Generic Interface) 0 $0 $0 $904

Sub-Total: $6,000 $0 $50,218 TOTAL: 48 $6,000 $0 5 $50,218

Other ServicesDescription Quantity Unit Price Extended PriceProject Management 1 $1,500 $1,500

TOTAL: $1,500 3rd Party Hardware, Software and ServicesDescription Quantity Unit Price Total Price Unit Maintenance Total MaintenanceTopaz Signature Pad T-L462 - USB w/ Serial EmulationTLBK462-BSB Hosted Court Sites

3 $460 $1,380 $0 $276

Fujitsu FI-7160 Color Scanner 1 $1,150 $1,150 $0 $0 Fujitsu 7160 1 year additional advanced nbd exchange 1 $150 $150 $0 $0

3rd Party Hardware Sub-Total: $2,680 $276 3rd Party Software Sub-Total: $0 $0

TOTAL: $2,680 $276 Summary One Time Fees Recurring FeesTotal Tyler SaaS $0 $50,217 Total Tyler Services $7,500 $0 Total Third Party Hardware, Software and Services $2,680 $276 Summary Total $10,180 $50,493 Contract Total $60,673

2017-33652 -Move to SaaS CONFIDENTIAL 2 of 3

10users quoted for hostingIncode Notification for Utility Billing ( $0.10 per call) notifies the customer by phone for late notices and general notifications (calllists automatically generated, account updated after call, custom message for each call type, call message can be English or Spanish,and generate reports based on call results). The utility will be billed at the rate specified above for all calls made. The utility will bebilled quarterly by Tyler Technologies for calls conducted. Moving Incode 9 to SaaS Reinstating maintenance on Fixed Assets, Project Accounting and Forms Overlay. Will need setup and traning assistance. Contract ID:All terms and conditions and payment schedules of the Agreement remain in full force and effect.

- Core Financials includes general ledger, budget prep, bank recon, accounts payable.

- Human Resources Base Package includes FMLA leave tracking, benefits administration, position control/budgeting, applicanttracking.

- Incode Notification for Courts ( $.20 per violation) - defendant notification by phone. Calls can be made for citation issued, court datereminders, court date missed and notification of next step, warrant issued, and payment plan due date reminder etc. Case is updatedafter each call. Call can be taken live, a message left, or no answer (court creates unique message for each call type and call can be inEnglish or Spanish). The call can go to the attorney rather than the defendant. Incode Notification for Courts ($.20 per text) -Defendant notification by text. Text can be made for the citation issues, court date reminder, court date missed and notification of nextstep, warrant issued, and payment plan due date reminder. Note: The Court will be billed by Tyler Technologies quarterly for the calls/texts conducted. The Court will be allowed 2 call campaigns in the first 30 days at no charge. Tyler will assist with the setup and creation of thecampaigns. Trial offer is free for 30 days and the campaign is limited to a one year time frame. Both campaigns must be used withinthe 30 day time frame. If more than 2 campaigns are used, then the customer will be billed for the additional campaigns.

- Hosting User Fee includes 10 users

Comments

2017-33652 -Move to SaaS CONFIDENTIAL 3 of 3

INCODE CONVERSION & HOSTEDOne-Time Recurring

Incode 10 Migration Services 36,921$ 2,721$ Mobile Service Orders 1,692$ 692$ Tyler Software and Related Services SAAS

Incode CourtCriminal Court Case Mgt 2,132$ Brazos Citation Issuing Device Interface -$ Incode Notifications for Court -$ IncodeCore Financials 5,094$ Purchase Orders 1,963$ Misc. Accounts Receivable 1,270$ Utility CIS System 4,387$ Utility Payment Import (Generic Interface) 781$ Utility Handheld Meter-Reader Interface 739$ Central Cash Collection 2,077$ Human Resources Base Package 419$ Payroll-Personnel 2,540$ Distributed Time Sheet Entry 1,270$ Fixed Assets 3,008$ Project Accounting 7,016$ Forms Overlay 3,008$ Tyler Output Processor Server 1,000$ 2,030$ Incode Notifications for Utility Billing -$ Tyler SoftwareTyler Content Manager Standard Edition 5,000$ 5,830$ Other ServicesHosting User Fee 5,750$ Other SoftwareCashiering Receipt Import (Generic Interface) 904$ Other ServicesProject Management 1,500$ 3rd Party Hardware, Software, and ServicesTopaz Signature Pad 1,380$ 276$ TLBK462-BSB Hosted Court SitesFujitsu FI-7160 Color Scanner 1,150$ Fujitsu 7160 1 year additional nbd exchange 150$

Subtotal 48,793$ 53,907$

Estimated travel for Tyler staff training 17,875$

Grand Total 120,575$

City Council Agenda Item ReportDate: Wednesday, November 8, 2017

Agenda Item No. 2017-725-Contact: Lysa Gonzales

Subject: Presentation and possible action regarding the post-event report for the 4thAnnual Fajita Fiesta held on September 29th and 30th, 2017 andconsideration to authorize funding for the 5th Annual festival in 2018(Tourism Director Lysa Gonzalez)

1. Executive SummaryThis post-event report is to bring to the Buda City Council the information regarding room night staysand attendance for the 4th Annual Fajita Fiesta that took place on September 29 and 30. This event ishosted by the Buda Area Chamber of Commerce. The Buda Chamber applied and was award a HotelOccupancy Tax Reimbursement Grant of $6,000 for the 2017 event.

The post-event report is also a part of the final determination in the awarding of funding for the 5thAnnual Fajita Fiesta in 2018.

2. Background/HistoryAs stated in the FY2016-2017 Hotel Occupancy Tax Reimbursement Grant request for funding, it isrequired from all organizations that receive funding to submit a post-event report to the City of BudaDepartment of Tourism.

The 4th Annual Fajita Fiesta activities included a fajita cook-off, other competitive cook-offs, aChihuahua beauty pageant, a jalapeno eating contest, mariachi and other performances, live musicfeaturing Amanda Solis and Rick Trevino.

3. Staff's review and analysisThe Buda Area Chamber of Commerce completed their post-event report and submitted it to theTourism Department within the 60-day required deadline for reimbursement. The attached reportincludes event statistics, advertising/promotional reimbursement information, and the number ofrooms generated in Buda hotels, motels, and bed and breakfasts by attendees of this event.

This event brought in a total of 7,000 attendees and resulted in 63 room nights. These findings werereported by the Buda Area Chamber of Commerce. They were able to conclude the number of roomnights by contacting the hotels and conducting a survey of vendors, cookers and event attendees. The

Chamber also had room blocks at Buda at Holiday Inn Express, Comfort Suites, and Hampton Inn andSuites. The room block rentals are reflected in the 63 total room nights.

When the Buda City Council considered funding amounts for the FY2017-2018 hotel occupancy taxreimbursement grants, the recommendation from the HOT grant committee for Fajita Fiesta was towait for the completion of the 4th annual event and base the final funding decision on the post-eventreport. The committee's recommendation was to grant roughly $150 per room night with a minimumof $7,500, for an estimated 50 room nights, and a maximum of $10,000, for obtaining 65+ roomnights at the 2017 event. This recommendation was approved by the Buda CIty Council at the August1, 2017 council meeting.

Fajita Fiesta obtained 63 room nights which would equate to a funding amount of $9,500. However,the Buda Area Chamber of Commerce is requesting that the City Council consider awarding the fullfunding amount of $10,000 for the 2018 event.

4. Financial ImpactFY2016-2017 Budget ImpactCity Council approved for Fajita Fiesta to received $6,000 of hotel occupancy tax grant funds inFY2016-2017. The Buda Area Chamber of Commerce turned in $6,466.44 in eligible, reimbursableexpenses and therefore received their full reimbursement for the 4th Annual Fajita Fiesta that tookplace in 2017.

FY2017-2018 Budget ImpactThe amount to be funded based on the approved recommendation from the HOT grant committee bythe Buda City Council is $9,500. The Buda Area Chamber of Commerce is requesting the full $10,000,which is available within the budget.

5. Summary/ConclusionThe City of Buda Department of Tourism has reimbursed the Buda Area Chamber of Commerce theirtotal grant amount of $6,000. The post-event report presented shows 63 room nights obtained for the2017 Fajita Fiesta for an amount to be granted by the Buda City Council of either $9,500 or $10,000.

6. Pros and ConsN/A

7. AlternativesN/A

8. RecommendationN/A

City Council Agenda Item ReportDate: Wednesday, November 8, 2017

Agenda Item No. 2017-739-Contact: Bo Kidd

Subject: Presentation on the City of Buda Mental Health Programs (Officer JoshMcNeal and Sergeant Erica Simmons)

1. Executive SummaryThe Buda Police Department has specially trained officers to address the needs of the communityand specifically those in crisis and those suffering from mental il lness. We also address the needsof those within our department and officers in surrounding agencies.

2. Background/HistoryLaw Enforcement over the past decade has seen steady increase in the numbers of mental healthcalls. Most law enforcement agencies weren't prepared for the drastic increase in metal healthissues. 20 years ago there was absolutely no training for police in dealing with mental healthdisturbances. The Buda Police Department had all of their officers trained in Mental Health (CrisisIntervention Training) at the inception and establishment of the Police Department. The State ofTexas was also slow to respond with State Treatment Centers. The Buda Police Department alsoexperienced increasing incidents that began to burden our patrol division, often removing officersfrom the streets for several hours at a time. In the previous budget year, the Buda Police Departmentreceived grant funding for a Mental Health Peace Officer position. The position was funded for oneyear and absorbed into the regular budget in the current fiscal year.

3. Staff's review and analysisN/A

4. Financial ImpactN/A

5. Summary/ConclusionN/A

6. Pros and Cons

7. AlternativesN/A

8. RecommendationN/A

1

Mental Health

By: Officer Joshua McNeal

Mental Health

Understanding Mental Health

• Statistics

• Perception on mental illness

• Stopping stigmas

2

Mental Health

Policing Mental Health

• Taking off the badge

• L.E.A.P.S– Listen

– Empathize

– Ask

– Paraphrase

– Summarize

Mental Health

Mental Health Numbers In Buda

• 260 Mental Health related calls for service from (01/03/17)-(10/26/17)

• MHO response % out of 260 calls – 87%

• Of 260 calls, 162 of them have been Mental Health Follow ups

• Miles driven to in-patient medical facilities – 1,751 Miles

3

Mental Health

Mobil Crisis Outreach Team

• Hill Country MHDD

• Scheib Mental Health Center, 1200 N. Bishop Street, San Marcos TX 78666. Phone # - (512) 392-7151

• Scheib Outreach Clinic, 1300 Dacy Ln Suite 130, Kyle TX 78640. Phone # - (512) 392-8953

Mental Health

How can we get better?

• Training, CISM, De-escalation

• HELP EACH OTHER

• Never give up!

4

Critical Incident Stress Management

By: Sergeant Erika Simmons

CISM

Understanding CISM• What is a Critical Incident?

– Potential effects of Critical Incident Stress

• What is crisis?

• What is CISM?

• Statistics

• Perception on first responders asking for help

5

CISM

Effects of not dealing with stress from the incident:• Loss of job

• Isolation/Anxiety

• Illness (physical/mental)

• Alcohol/Drug Abuse

• Illegal activity

• Divorce

• Suicide

CISM

Hays County Critical Incident StressManagement Team

6

CISM

Hays County Critical Incident Stress Management Team

• Established in November 2015• San Marcos PD/Fire/Victim Services

• Kyle PD/Victim Services

• Chaplains (Kyle FD)

• Buda PD

• Members of the International Critical Incident Stress Foundation

• Members of the Texas Critical Incident Stress Management Network

• Local Debriefings: 15

• Out of County Debriefings: 4

CISM

How can we get better?

• How heavy is a glass of water?

• Peer Support

• Never give up!

City Council Agenda Item ReportDate: Wednesday, November 8, 2017

Agenda Item No. 2017-718-Contact: Ann Miller

Subject: Presentation on the impact of the Buda Economic Development Corporation(EDC) on the growth, development, and financial stability of the city and howthe Buda Economic Development Corporation serves the citizens of Buda (EDCDirector Ann Miller)

1. Executive SummaryAt the request of Council, the staff and board of the Buda Economic Development Corp will providepresentation about the impact this organization has on the financial stability, growth, anddevelopment of the City of Buda and how the EDC serves the citizens. Presentation will includeinformation about the impact the EDC has.

2. Background/History

3. Staff's review and analysis

4. Financial Impact

5. Summary/Conclusion

6. Pros and Cons

7. Alternatives

8. Recommendation

City Council Agenda Item ReportDate: Wednesday, November 8, 2017

Agenda Item No. 2017-731-Contact: June Ellis

Subject: Discussion and possible action to adopt an Ordinance on first and finalreading authorizing the issuance of City of Buda, Texas, Combination Tax andLimited Revenue Certificates of Obligation, Series 2017; levying an ad valoremtax and pledging certain surplus revenues in support of the certificates;approving an official statement, a Paying Agent/Registrar Agreement andother documents related to the issuance of the certificates; awarding the Saleof the Certificates; and authorizing other matters relating to the certificates(Finance Director June Ellis)

1. Executive SummaryThe City will expand its wastewater treatment plant, which will be funded through the issuance of taxand revenue certificates of obligation. Also to be funded with certificates of obligation are the ASRTrinity Well project and the Garison Road Wastewater Line Replacement Project. At the September19th City Council meeting, City Council passed a resolution authorizing and directing the CitySecretary to give notice of intention to issues the Certificate of Obligations (COs) for the funding ofthis project.

2. Background/HistoryIn accordance with the attached timetable, as provided by the City's financial team including BondCounsel and the City's Financial Advisor, the competitive sale of Certificates of Obligation for theprojects has taken place. Based on the date specified in the timetable, the CO's were priced by theCity's Financial Advisor. The City's Financial Advisor, Jennifer Ritter and Bond Counsel, ClaytonChandler, will provide information on bids, debt schedule, etc.

3. Staff's review and analysisThe City's Financial Team has published the notice of intent to issue COs and followed other stepsrelated to the issuance of the COs for the financing of City projects. On October 10th, the leadershipstaff of the City staff met with rating agency Standard and Poor's, and a rating of AA stable wasissued on Monday, October 23rd. Enclosed is a copy of the rating report. The opening of the bidsoccurred today, November 8, 2017, and the next step in the process of issuing the COs is awardingthe COs which requires approval of an ordinance by City Council.

4. Financial ImpactTotal sources and uses are not to exceed $29,800,000. A debt service schedule will be provided bythe Financial Advisor at the City Council meeting.

5. Summary/ConclusionThe notice of intent to issue Combination Tax and Limited Revenue Certificates of Obligation, Series2017 was approved on September 19 and published as required by law. The COs have been pricedby the City's Financial Advisor and the Official Statement has been provided and distributed. Tocontinue moving the process forward for funding the projects, the City Council must award the saleof the COs. The COs are expected to be delivered and proceeds received by the City on December 6th.

6. Pros and ConsN/A

7. AlternativesN/A

8. RecommendationConsideration of an ordinance authorizing the sale of Certificates of Obligation, Series 2017.

City of Buda, Texas Summary Timetable for Issuance of

Combination of Tax & Revenue Certificates of Obligation, Series 2017

*Tuesday, September 19, 2017* • City Council adopts a resolution directing

publication of notice of the City’s intention to issues Certificates of Obligation (COs).

Week of September 24, 2017 • First publication of notice of the City’s

intention to issue COs. Tuesday, September 26, 2017 • Preliminary Official Statement (POS) is

electronically distributed by FA for comments.

Week of October 1, 2017 • Second publication of notice of the City’s

intention to issue COs. Week of October 8, 2017 • Rating agency call (or meeting) with City

leadership. Monday, October 30, 2017 • Ratings are received. Tuesday, October 31, 2017 • Preliminary Official Statement

electronically distributed by financial advisor.

*Wednesday, November 8, 2017* • COs are priced by financial advisor. • Award. COs are awarded by City Council to

underwriters. Wednesday, December 6, 2017 • Closing. COs are delivered and proceeds

received. * Requires Official Council Meeting.

Buda CO/2017: Ordinance

ORDINANCE NO. 2017__

ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF BUDA, TEXAS, COMBINATION TAX AND LIMITED REVENUE CERTIFICATES OF

OBLIGATION, SERIES 2017; LEVYING AN AD VALOREM TAX AND PLEDGING CERTAIN SURPLUS REVENUES IN SUPPORT OF THE CERTIFICATES;

APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER DOCUMENTS RELATED TO THE ISSUANCE OF THE

CERTIFICATES; AWARDING THE SALE OF THE CERTIFICATES; AND AUTHORIZING OTHER MATTERS RELATING TO THE CERTIFICATES

Adopted November 8, 2017

Buda CO/2017: Ordinance

ORDINANCE NO. 2017-__

ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF BUDA, TEXAS, COMBINATION TAX AND LIMITED REVENUE CERTIFICATES OF OBLIGATION, SERIES 2017; LEVYING AN AD VALOREM TAX AND PLEDGING CERTAIN SURPLUS REVENUES IN SUPPORT OF THE CERTIFICATES; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER DOCUMENTS RELATED TO THE ISSUANCE OF THE CERTIFICATES; AWARDING THE SALE OF THE CERTIFICATES; AND AUTHORIZING OTHER MATTERS RELATING TO THE CERTIFICATES

THE STATE OF TEXAS § COUNTY OF HAYS § CITY OF BUDA § WHEREAS, the City Council of the City of Buda, Texas (the "City") deems it advisable to issue certificates of obligation in the amount of $__________ (the "Certificates") for the purpose of paying contractual obligations incurred or to be incurred by the City for (1) constructing, improving and/or extending the City's waterworks and sewer system, including a new wastewater treatment plant, including the acquisition of any necessary easements or land and (2) the payment of professional services in connection therewith including legal, fiscal and engineering fees and the costs of issuance in connection with the Certificates; WHEREAS, the Certificates hereinafter authorized and designated are to be issued and delivered for cash pursuant to Subchapter C of Chapter 271, Local Government Code and Chapter 1502, Texas Government Code, as amended; WHEREAS, on September 19, 2017 the City Council passed a resolution authorizing and directing the City Secretary to give notice of intention to issue the Certificates; WHEREAS, the notice was published on September 27, 2017 and October 4, 2017 in the Hays Free Press, a newspaper of general circulation in the City and a "newspaper" as defined in Section 2051.044, Government Code; WHEREAS, the City has not received a valid petition from any of the qualified voters of the City protesting the issuance of the Certificates;

WHEREAS, no bond proposition to authorize the issuance of bonds for the same purpose as any of the projects being financed with the proceeds of the Certificates was submitted to the voters of the City during the preceding three years and failed to be approved;

Buda CO/2017: Ordinance

WHEREAS, the meeting was open to the public and public notice of the time, place and purpose of said meeting was given pursuant to Chapter 551, Texas Government Code; and WHEREAS, it is considered to be in the best interest of the City that the interest bearing Certificates be issued; therefor, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BUDA, TEXAS: Section 1. RECITALS, AMOUNT AND PURPOSE OF THE CERTIFICATES. 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. The certificates of the City of Buda, Texas (the "City") are hereby authorized to be issued and delivered in the aggregate principal amount of $__________ for the purpose of paying contractual obligations incurred or to be incurred by the City for (1) constructing, improving and/or extending the City's waterworks and sewer system, including a new wastewater treatment plant, including the acquisition of any necessary easements or land and (2) the payment of professional services in connection therewith including legal, fiscal and engineering fees and the costs of issuance in connection with the Certificates.

Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF CERTIFICATES. Each Certificate issued pursuant to this Ordinance shall be designated: "CITY OF BUDA, TEXAS COMBINATION TAX AND LIMITED REVENUE CERTIFICATES OF OBLIGATION, SERIES 2017," and initially there shall be issued, sold, and delivered hereunder one fully registered certificate, without interest coupons, dated December 6, 2017, in the denomination and principal amount hereinafter stated, numbered consecutively from R-1 upward (except the initial Certificate delivered to the Attorney General of the State of Texas which shall be numbered T-1), payable to the respective initial registered owner thereof (as designated in Section 12 hereof), or to the registered assignee or assignees of said Certificate or any portion or portions thereof (in each case, the "Registered Owner"), and the outstanding principal amount of the Certificates shall mature and be payable on August 15 in each of the years and in the principal amounts, respectively, as set forth in the following schedule:

Buda CO/2017: Ordinance

YEAR AMOUNT YEAR AMOUNT

2019 $ 2031 $

2020 2032

2021 2033

2022 2034

2023 2035

2024 2036

2025 2037

2026 2038

2027 2039

2028 2040

2029 2041

2030 2042

The term "Certificate" as used in this Ordinance shall mean and include collectively the Certificate initially issued and delivered pursuant to this Ordinance and all substitute Certificates exchanged therefor, as well as all other substitute Certificates and replacement Certificates issued pursuant hereto. Section 3. INTEREST. The Certificates scheduled to mature during the years, respectively, set forth below shall bear interest from the dates specified in the FORM OF CERTIFICATE set forth in this Ordinance to their respective dates of maturity at the following rates per annum:

YEAR RATE YEAR RATE

2019 2031

2020 2032

2021 2033

2022 2034

2023 2035

2024 2036

2025 2037

2026 2038

2027 2039

2028 2040

2029 2041

2030 2042

Buda CO/2017: Ordinance

Interest shall be payable in the manner provided and on the dates stated in the FORM OF CERTIFICATE set forth in this Ordinance. Section 4. CHARACTERISTICS OF THE CERTIFICATES. Registration, Transfer, Conversion and Exchange; Authentication. (a) The City shall keep or cause to be kept at The Bank of New York Mellon Trust Company N.A., Dallas, Texas (the "Paying Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of the Certificates (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Certificate to which payments with respect to the Certificates shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Paying Agent/Registrar shall make the Registration Books available within the State of Texas. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Certificate or Certificates. Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this Ordinance. Each substitute Certificate shall bear a letter and/or number to distinguish it from each other Certificate. Except as provided in Section 4(c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign said Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and Certificates surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the City or any other body or person so as to accomplish the foregoing conversion and exchange of any Certificate or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Certificates in the manner prescribed herein, and said Certificates shall be printed or typed on paper of customary weight and strength. Pursuant to Chapter 1201, Texas Government Code, as amended, and particularly Subchapter D thereof, the duty of conversion and exchange of Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the converted and exchanged Certificate shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Certificates which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General and registered by the Comptroller of Public Accounts.

Buda CO/2017: Ordinance

(b) Payment of Certificates and Interest. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Certificates, and of all conversions and exchanges of Certificates, and all replacements of Certificates, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the past due interest shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Certificates (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Certificates to be payable only to the Registered Owners thereof, (ii) may be redeemed prior to their scheduled maturities (notice of which shall be given to the Paying Agent/Registrar by the City at least 45 days prior to any such redemption date), (iii) may be converted and exchanged for other Certificates, (iv) may be transferred and assigned, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Certificates shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Certificates, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance. The Certificate initially issued and delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Certificate issued in conversion of and exchange or substitute for any Certificate or Certificates issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF CERTIFICATE. (d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owners of the Certificates that at all times while the Certificates are outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent

Buda CO/2017: Ordinance

books and records relating to the Certificates, to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Certificates, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Book-Entry-Only System. The Certificates issued in exchange for the Certificates initially issued as provided in Section 4(i) shall be issued in the form of a separate single fully registered Certificate for each of the maturities thereof registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York ("DTC") and except as provided in subsection (f) hereof, all of the outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC participants (the "DTC Participant") or to any person on behalf of whom such a DTC Participant holds an interest in the Certificates. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant or any other person, other than a Registered Owner, as shown on the Registration Books, of any notice with respect to the Certificates, or (iii) the payment to any DTC Participant or any person, other than a Registered Owner, as shown in the Registration Books of any amount with respect to principal of or interest on the Certificates. Notwithstanding any other provision of this Ordinance to the contrary, but to the extent permitted by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Certificate is registered in the Registration Books as the absolute owner of such Certificate for the purpose of payment of principal of and interest, with respect to such Certificate, for the purposes of registering transfers with respect to such Certificate, and for all other purposes of registering transfers with respect to such Certificates, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Certificates only to or upon the order of the respective Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of and interest on the Certificates to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Certificate evidencing the obligation of the City to make payments of principal, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with

Buda CO/2017: Ordinance

respect to interest checks being mailed to the registered owner at the close of business on the Record Date the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. (f) Successor Securities Depository; Transfer Outside Book-Entry-Only System. In the event that the City determines to discontinue the book-entry system through DTC or a successor or DTC determines to discontinue providing its services with respect to the Certificates, the City shall either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Certificates to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Certificates and transfer one or more separate Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event, the Certificates shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names the Registered Owner transferring or exchanging Certificate shall designate, in accordance with the provisions of this Ordinance. (g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, and interest on such Certificate and all notices with respect to such Certificate shall be made and given, respectively, in the manner provided in the Letter of Representations of the City to DTC. (h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket Issuer Letter of Representations with DTC establishing the Book-Entry-Only System which will be utilized with respect to the Certificates. (i) Cancellation of Initial Certificate. On the closing date, one Initial Certificate representing the entire principal amount of the Certificates, payable in stated installments to the order of the Purchaser of the Certificates or its designee set forth in Section 12 of this Ordinance, executed by manual or facsimile signature of the Mayor or Mayor Pro-tem and City Secretary, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to such Purchaser set forth in Section 12 of this Ordinance or its designee. Upon payment for the Initial Certificate, the Paying Agent/Registrar shall cancel the Initial Certificate and deliver to DTC on behalf of such Purchaser one registered definitive Certificate for each year of maturity of the Certificates, in the aggregate principal amount of all the Certificates for such maturity.

Section 5. FORM OF CERTIFICATE. The form of the Certificates, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance.

Buda CO/2017: Ordinance

FORM OF CERTIFICATE

NO. R-_ UNITED STATES OF AMERICA PRINCIPAL

STATE OF TEXAS AMOUNT COUNTY OF HAYS $_________

CITY OF BUDA, TEXAS COMBINATION TAX AND LIMITED REVENUE

CERTIFICATE OF OBLIGATION, SERIES 2017

INTEREST RATE

DATE OF CERTIFICATE

MATURITY DATE

CUSIP NO.

___% December 6, 2017 August 15, 20__

REGISTERED OWNER: PRINCIPAL AMOUNT:

ON THE MATURITY DATE specified above, the CITY OF BUDA, in the County of Hays, State of Texas (the "City"), being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the "Registered Owner") the principal amount set forth above, and to pay interest thereon from the date of initial delivery, on August 15, 2018 and semiannually on each February 15 and August 15 thereafter to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate per annum specified above; except that if this Certificate is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged or converted from is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full. Notwithstanding the foregoing, during any period in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the City and the securities depository. THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges. The principal

Buda CO/2017: Ordinance

of this Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of this Certificate at maturity, or upon the date fixed for its redemption in whole or in part prior to maturity, at The Bank of New York Mellon Trust Company N.A., which is the "Paying Agent/Registrar" for this Certificate at their office in Dallas, Texas (the "Designated Payment/Transfer Office"). The payment of interest on this Certificate shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance authorizing the issuance of this Certificate (the "Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared as of the close of business on the last business day of the month preceding each such date (the "Record Date") on the registration books kept by the Paying Agent/Registrar (the "Registration Books"). In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each owner of a Certificate appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity or upon the redemption in whole or in part of this Certificate prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Certificate for redemption and payment at the Designated Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered Owner of this Certificate that on or before each principal and interest payment date for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when due. IF THE DATE for the payment of the principal of or interest on this Certificate shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS CERTIFICATE is one of a series of Certificates dated December 6, 2017, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $__________, for the purpose of paying contractual obligations incurred or to be

Buda CO/2017: Ordinance

incurred by the City for (1) constructing, improving and/or extending the City's waterworks and sewer system, including a new wastewater treatment plant, including the acquisition of any necessary easements or land and (3) the payment of professional services in connection therewith including legal, fiscal and engineering fees and the costs of issuance in connection with the Certificates. ON AUGUST 15, 2026, or on any date thereafter, the Certificates of this Series maturing on and after August 15, 2027 may be redeemed prior to their scheduled maturities, at the option of the City, with funds derived from any available and lawful source, at par plus accrued interest to the date fixed for redemption as a whole, or in part, and, if in part, the particular maturities to be redeemed shall be selected and designated by the City and if less than all of a maturity is to be redeemed, the Paying Agent/Registrar shall determine by lot the Certificates, or a portion thereof, within such maturity to be redeemed (provided that a portion of a Certificate may be redeemed only in an integral multiple of $5,000). THE CERTIFICATES maturing on August 15 in the years ______ and ______ (the "Term Certificates") are subject to mandatory sinking fund redemption by lot prior to maturity in the following amounts, on the following dates and at a price of par plus accrued interest to the redemption date.

Certificates Maturing August 1, 20___ Redemption Date Principal Amount

August 15, 20___ $ August 15, 20___* *

*Final Maturity

Certificates Maturing August 1, 20___

Redemption Date Principal Amount

August 15, 20___ $ August 15, 20___ August 15, 20___ August 15, 20___ *

*Final Maturity

Buda CO/2017: Ordinance

12

THE PRINCIPAL AMOUNT of the Term Certificates required to be redeemed pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the City by the principal amount of any Term Certificates of the stated maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City, at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with monies in the Interest and Sinking Fund at a price not exceeding the principal amount of the Term Certificates plus accrued interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory sinking fund redemption requirement. NO LESS THAN 30 DAYS PRIOR to the date fixed for any such redemption, the City shall cause the Paying Agent/Registrar to send notice by United States mail, first-class postage prepaid to the Registered Owner of each Certificate to be redeemed at its address as it appeared on the Registration Books of the Paying Agent/Registrar at the close of business on the 45th day prior to the redemption date and to major securities depositories, national bond rating agencies and bond information services; provided, however, that the failure to send, mail or receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of the Certificate. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Certificates. If due provision for such payment is made, all as provided above, the Certificates thereby automatically shall be treated as redeemed prior to its scheduled maturity, and it shall not bear interest after the date fixed for redemption, and it shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Certificates shall be redeemed a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Certificate Ordinance. WITH RESPECT TO any optional redemption of the Certificates, unless certain prerequisites to such redemption required by the Certificate Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Certificates to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Certificates and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Certificates have not been redeemed.

Buda CO/2017: Ordinance

13

DURING ANY PERIOD in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Certificate Ordinance, this Certificate may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered certificates, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any authorized denomination as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Certificate to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Certificate Ordinance. Among other requirements for such assignment and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in any authorized denomination to the assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Certificate may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Certificate or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Certificate or portion thereof will be paid by the City. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange within 45 days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Registered Owner of the uncalled balance of a Certificate. WHENEVER the beneficial ownership of this Certificate is determined by a book entry at a securities depository for the Certificate, the foregoing requirements of holding, delivering or transferring this Certificate shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect.

Buda CO/2017: Ordinance

14

IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the Certificate Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Certificate. IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Certificate have been performed, existed and been done in accordance with law; that this Certificate is a general obligation of said City, issued on the full faith and credit thereof; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said City, and have been pledged for such payment, within the limit prescribed by law, and that this Certificate, together with other obligations of the City, is additionally secured by and payable from the surplus revenues of the City's waterworks and sewer system, remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve and other requirements in connection with all of the City's revenue bonds or other obligations (now or hereafter outstanding), which are payable from all or part of the net revenues of the City's waterworks and sewer system, which amount shall not exceed $1,000, all as provided in the Certificate Ordinance. BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the City, and agrees that the terms and provisions of this Certificate and the Ordinance constitute a contract between each Registered Owner hereof and the City. IN WITNESS WHEREOF, the City has caused this Certificate to be signed with the manual or facsimile signature of the Mayor of the City Council of the City and countersigned with the manual or facsimile signature of the City Secretary of said City, and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Certificate. ________________________________ ________________________________ City Secretary Mayor [CITY SEAL]

Buda CO/2017: Ordinance

15

FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE

PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Certificate is not accompanied by an

executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas)

It is hereby certified that this Certificate has been issued under the provisions of the Certificate Ordinance described in the text of this Certificate; and that this Certificate has been issued in conversion or replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or certificates of a Series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated:_____________ THE BANK OF NEW YORK MELLON TRUST

COMPANY N.A., as Paying Agent/Registrar By ___________________________________ Authorized Representative

FORM OF ASSIGNMENT:

ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto ______________________________________________________________________________ _______________________________________________________________________________ Please insert Social Security or Taxpayer Identification Number of Transferee ______________________________________________________________________________ ______________________________________________________________________________ (Please print or typewrite name and address, including zip code, of Transferee) ______________________________________________________________________________

Buda CO/2017: Ordinance

16

the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ___________________________________________, attorney, to register the transfer of the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. Dated: ___________________________ Signature Guaranteed: ____________________________________ _______________________________________

NOTICE: This signature must be guaranteed by a member of the New York Stock Exchange or a commercial bank or trust company.

NOTICE: This signature must correspond with the name of the Registered Owner appearing on the face of the Certificate.

FORM OF REGISTRATION CERTIFICATE OF

THE COMPTROLLER OF PUBLIC ACCOUNTS: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. __________ I hereby certify that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Certificate has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this _____________________. ______________________________ Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL)

INSERTIONS FOR THE INITIAL CERTIFICATE The Initial Certificate shall be in the form set forth in this Section, except that:

A. immediately under the name of the Certificates, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words “As Shown Below” and "CUSIP NO." shall be deleted.

Buda CO/2017: Ordinance

17

B. the first paragraph shall be deleted and the following will be inserted: "ON THE DATE SPECIFIED BELOW, the City of Buda, Texas (the "City"), being a political subdivision, hereby promises to pay the annual installments set forth below to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on August 15 in each of the years, in the principal installments in the following schedule and bearing interest at the per annum rate stated above:

Year Principal Installment Interest Rates

(Information from Sections 2 and 3 to be inserted)

The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from the date of initial delivery at the respective Interest Rate per annum specified above. Interest is payable on August 15, 2018 and semiannually on each February 15 and August 15 thereafter to the date of payment of the principal installment specified above; except, that if this Certificate is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full."

C. The Initial Certificate shall be numbered "T-1."

Buda CO/2017: Ordinance

18

Section 6. INTEREST AND SINKING FUND. A special "Interest and Sinking Fund" is hereby created and shall be established and maintained by the City at an official depository bank of said City. Said Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of said City, and shall be used only for paying the interest on and principal of said Certificates. All ad valorem taxes levied and collected for and on account of said Certificates shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any of said Certificates are outstanding and unpaid, the governing body of said City shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on said Certificates as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of said Certificates as such principal matures (but never less than 2% of the original amount of said Certificates as a sinking fund each year); and said tax shall be based on the latest approved tax rolls of said City, with full allowances being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in said City, for each year while any of said Certificates are outstanding and unpaid, and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of said Certificates, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Accrued interest and any premium on the Certificates shall be deposited in the Interest and Sinking Fund and used to pay interest on the Certificates. Section 7. REVENUES. The Certificates together with other obligations of the City, are additionally secured by and shall be payable from the surplus revenues of the City's waterworks and sewer system remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve, and other requirements in connection with all of the City's revenue bonds or other obligation (now or hereafter outstanding) which are payable from all or any part of the net revenues of the City's waterworks and sewer system, with such amount not to exceed $1,000 constituting "Surplus Revenues." The City shall deposit such Surplus Revenues to the credit of the Interest and Sinking Fund created pursuant to Section 6, to the extent necessary to pay the principal of and interest on the Certificates. Notwithstanding the requirements of Section 6, if Surplus Revenues are actually on deposit or budgeted for deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes which otherwise would have been required to be levied pursuant to Section 6 may be reduced to the extent and by the amount of the Surplus Revenues then on deposit in the Interest and Sinking Fund or budgeted for deposit therein. The Mayor of the City Council of the City and the City Secretary of the City are hereby ordered to do any and all things necessary to accomplish the transfer of monies to the Interest and Sinking Fund of this issue in ample time to pay such items of principal and interest. Section 8. DEFEASANCE OF CERTIFICATES. (a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate") within the meaning of this Ordinance, except to the extent provided in subsections (c) and (e) of this Section 8, when payment of the principal of such Certificate, plus interest

Buda CO/2017: Ordinance

19

thereon to the due date or dates (whether such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption or the establishment of irrevocable provisions for the giving of such notice) or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar or an eligible trust company or commercial bank for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Defeasance Securities, certified by an independent public accounting firm of national reputation to mature as to principal and interest in such amounts and at such times as will ensure the availability, without reinvestment, of sufficient money to provide for such payment and when proper arrangements have been made by the City with the Paying Agent/Registrar or an eligible trust company or commercial bank for the payment of its services until all Defeased Certificates shall have become due and payable or (3) any combination of (1) and (2). At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes or revenues herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities. (b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Certificate as aforesaid when proper notice of redemption of such Certificates shall have been given or upon the establishment of irrevocable provisions for the giving of such notice, in accordance with this Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust company or commercial bank as provided in this Section may at the discretion of the City Council of the City also be invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Defeasance Securities in possession of the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section which is not required for the payment of such Certificate and premium, if any, and interest thereon with respect to which such money has been so deposited, shall be remitted to the City Council of the City. (c) Notwithstanding any provision of any other Section of this Ordinance which may be contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in trust pursuant to the provisions of this Section for the payment of principal of the Certificates and premium, if any, and interest thereon, shall be applied to and used solely for the payment of the particular Certificates and premium, if any, and interest thereon, with respect to which such money or Defeasance Securities have been so set aside in trust. Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services as required by this Ordinance. (d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section for the payment of Certificates and such Certificates shall not have in fact been actually paid in full, no amendment of the provisions of

Buda CO/2017: Ordinance

20

this Section shall be made without the consent of the registered owner of each Certificate affected thereby. (e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that, upon the defeasance of any Defeased Certificate to be paid at its maturity, the City retains the right under Texas law to later call that Defeased Certificate for redemption in accordance with the provisions of this Ordinance, the City may call such Defeased Certificate for redemption upon complying with the provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately above with respect to such Defeased Certificate as though it was being defeased at the time of the exercise of the option to redeem the Defeased Certificate and the effect of the redemption is taken into account in determining the sufficiency of the provisions made for the payment of the Defeased Certificate. As used in this section, "Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City Council of the City adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Certificates are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the City Council of the City adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Certificates, are rated as to investment quality by a nationally recognized investment rating firm no less than "AAA" or its equivalent and (iv) any other then authorized securities or obligations under applicable state law that may be used to defease obligations such as the Certificates.

"Federal Securities" as used herein means direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America. Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new certificate of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided. (b) Application for Replacement Certificates. Application for replacement of damaged, mutilated, lost, stolen or destroyed Certificates shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the Registered Owner applying for a replacement certificate shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a Certificate, the Registered Owner shall furnish to the City and to the Paying

Buda CO/2017: Ordinance

21

Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Certificate, as the case may be. In every case of damage or mutilation of a Certificate, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Certificate shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Certificate, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement certificate, the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with all legal, printing, and other expenses in connection therewith. Every replacement certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen or destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly issued under this Ordinance. (e) Authority for Issuing Replacement Certificates. In accordance with Subchapter B of Chapter 1206, Texas Government Code, this Section 9 of this Ordinance shall constitute authority for the issuance of any such replacement certificate without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certificate in the form and manner and with the effect, as provided in Section 4(a) of this Ordinance for the Certificates issued in conversion and exchange for other Certificates. Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF THE CERTIFICATE; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED. The Mayor of the City Council of the City is hereby authorized to have control of the Certificate initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Certificate pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Certificate said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificate, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the City's Bond Counsel and the assigned CUSIP numbers, if any, may, at the option of the City, be printed on the Certificates issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the Registered Owners of the Certificates. In addition, if bond insurance is obtained, the Certificates may bear an appropriate legend as provided by the insurer.

Buda CO/2017: Ordinance

22

Section 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE CERTIFICATES. (a) Covenants. The City covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Certificates as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows:

(1) to take any action to assure that no more than 10 percent of the proceeds of the Certificates or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Certificates, in contravention of section 141(b)(2) of the Code;

(2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Certificates or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use;

(3) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Certificates (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code;

(4) to refrain from taking any action which would otherwise result in the Certificates being treated as "private activity bonds" within the meaning of section 141(b) of the Code;

(5) to refrain from taking any action that would result in the Certificates being "federally guaranteed" within the meaning of section 149(b) of the Code;

(6) to refrain from using any portion of the proceeds of the Certificates, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Certificates, other than investment property acquired with –

(A) proceeds of the Certificates invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 30

Buda CO/2017: Ordinance

23

days or less until such proceeds are needed for the purpose for which the Certificates are issued,

(B) amounts invested in a bona fide debt service fund, within the meaning of section l.148-1(b) of the Treasury Regulations, and

(C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Certificates;

(7) to otherwise restrict the use of the proceeds of the Certificates or amounts treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings);

(8) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Certificates) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Certificates have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code; and

(9) to assure that the proceeds of the Certificates will be used solely for new money projects.

(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Certificates. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Certificates, the City will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Certificates under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Certificates, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Certificates under section 103 of the Code. In furtherance of such intention, the City hereby

Buda CO/2017: Ordinance

24

authorizes and directs the Mayor of the City Council of the City to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates. This Ordinance is intended to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury Regulations. (d) Allocation Of, and Limitation On, Expenditures for the Project. The City covenants to account for the expenditure of sale proceeds and investment earnings to be used for the purposes described in Section 1 of this Ordinance (the "Project") on its books and records in accordance with the requirements of the Code. The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Certificates, or (2) the date the Certificates are retired. The City agrees to obtain the advice of nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Certificates. For purposes of this subsection, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) Disposition of Project. The City covenants that the property constituting the Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Certificates. For purposes of this subsection, the portion of the property comprising personal property and disposed of in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this subsection, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 12. SALE OF CERTIFICATES. The Bonds are hereby awarded and sold to the bidder whose bid produced the lowest true interest cost, pursuant to the taking of public bids therefor, on this date, and shall be delivered to ____________________ (the APurchaser@) at a price of $__________, which is _______ of the par amount of the Certificates. The Bonds shall initially be registered in the name of Cede & Co. The City Council hereby finds and determines that the net effective interest rate on the Certificates, as calculated pursuant to Chapter 1204, Texas Government Code, as amended, is _________%. The true interest cost on the Certificates is ________%. In consultation with, and reliance upon the advice of the financial advisor for the City, the City Council hereby finds the terms and sale of the Certificates are the most advantageous reasonably available on the date

Buda CO/2017: Ordinance

25

and time of the pricing of the Certificates given the then existing market conditions and the stated terms of sale on such date and time and accordingly that such terms are in the best interest of the City. Section 13. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Certificates when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Certificates, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the City. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies; (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Certificates then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Certificates or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Certificates shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Certificate authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City or the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the Registered Owners with any liability, or be held personally liable to the Registered Owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. Section 14. ESTABLISHMENT OF CONSTRUCTION FUND AND INTEREST EARNINGS. (a) Construction Fund. A special fund or account, to be designated the City of Buda Series 2017 Certificate of Obligation Construction Fund (the "2017 Construction Fund")

Buda CO/2017: Ordinance

26

is hereby created and shall be established and maintained by the City at a depository bank of the City. The 2017 Construction Fund shall be kept separate and apart from all other funds and accounts of the City. A portion of the proceeds from the sale of the Certificates shall be deposited in the 2017 Construction Fund. The Construction Fund and the Interest and Sinking Fund shall be invested in accordance with the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended, and the City's Investment Policy. (b) Interest Earnings. Interest earnings derived from the investment of proceeds from the sale of the Certificates shall be used along with the Certificate proceeds for the purpose for which the Certificates are issued as set forth in Section 1 hereof or to pay principal or interest payments on the Certificates; provided that after completion of such purpose, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further provided, however, that any interest earnings on bond proceeds which are required to be rebated to the United States of America pursuant to Section 11 hereof in order to prevent the Certificates from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. Section 15. APPROVAL OF OFFICIAL STATEMENT. The City hereby approves the form and content of the Preliminary Official Statement and Official Statement relating to the Certificates and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Certificates by the Purchaser in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The distribution and use of the Preliminary Official Statement dated October 30, 2017 prior to the date hereof is confirmed, approved and ratified. The City Council hereby finds and determines that the Preliminary Official Statement and final Official Statement were "deemed final" (as that term is defined in 17 CFR Section 240.15c(2)-12) as of their respective dates. Section 16. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT. Attached hereto as Exhibit "A" is a substantially final form of the Paying Agent/Registrar Agreement. The Mayor of the City Council of the City is hereby authorized to amend, complete or modify such agreement as necessary and is further authorized to execute such agreement and the City Secretary is hereby authorized to attest such agreement. Section 17. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The City shall provide annually to the MSRB, in an electronic format as prescribed by the MSRB, within six months after the end of any fiscal year, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 15 of this Ordinance, being the information described in Exhibit "B" hereto. Any financial statements to be so provided shall be (1) prepared in accordance with the accounting principles described in Exhibit "B" hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within 12 months after any such fiscal year end, then the City shall provide unaudited financial statements within such 12-month period, and audited financial statements for the

Buda CO/2017: Ordinance

27

applicable fiscal year to the MSRB, when and if the audit report on such statements become available. If the City changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the City 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 included by specific reference to any document that is available to the public on the MSRB's internet web site or filed with the SEC. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (b) Material Event Notices. The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of ten business days after the occurrence of the event, of any of the following events with respect to the Certificates: A. Principal and interest payment delinquencies; B. Non-payment related defaults, if material within the meaning of the federal

securities laws; C. Unscheduled draws on debt service reserves reflecting financial difficulties; D. Unscheduled draws on credit enhancements reflecting financial difficulties; E. Substitution of credit or liquidity providers, or their failure to perform; F. Adverse tax opinions, 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 Certificates, or other events affecting the tax-exempt status of the Certificates

G. Modifications to rights of holders of the Certificates, if material within the

meaning of the federal securities laws; H. Certificate calls, if material within the meaning of the federal securities laws; I. Defeasances; J. Release, substitution, or sale of property securing repayment of the Certificates, if

material within the meaning of the federal securities laws; K. Rating changes;

Buda CO/2017: Ordinance

28

L. Bankruptcy, insolvency, receivership or similar event of the City;

M. The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, 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 within the meaning of the federal securities laws; and

N. Appointment of a successor or additional trustee or the change of name of a

trustee, if material within the meaning of the federal securities laws. The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (a) of this Section by the time required by such subsection. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (c) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with Section 8 of this Ordinance that causes the Certificates no longer to be outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, 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.

Buda CO/2017: Ordinance

29

No default by the City in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Should the Rule be amended to obligate the City to make filings with or provide notices to entities other than the MSRB, the City hereby agrees to undertake such obligation with respect to the Certificates in accordance with the Rule as amended. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City 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 City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates 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 holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Certificates consents to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interest of the holders and beneficial owners of the Certificates. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with paragraph (a) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. The City 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 Certificates in the primary offering of the Certificates. (d) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. Section 18. METHOD OF AMENDMENT. The City hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to-wit: (a) The City may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i)

Buda CO/2017: Ordinance

30

cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the holders, (v) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, or (iv) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of the City's Bond Counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Certificates aggregating in principal amount 51% of the aggregate principal amount of then outstanding Certificates that are the subject of a proposed amendment shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the City; provided, however, that without the consent of 100% of the holders in aggregate principal amount of the then outstanding Certificates, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Certificates so as to: (1) Make any change in the maturity of any of the outstanding Certificates; (2) Reduce the rate of interest borne by any of the outstanding Certificates; (3) Reduce the amount of the principal of, or redemption premium, if any,

payable on any outstanding Certificates; (4) Modify the terms of payment of principal or of interest or redemption

premium on outstanding Certificates or any of them or impose any condition with respect to such payment; or

(5) Change the minimum percentage of the principal amount of any series of Certificates necessary for consent to such amendment.

(c) If at any time the City shall desire to amend this Ordinance under this Section, the City shall send by U.S. mail to each registered owner of the affected Certificates a copy of the proposed amendment and cause notice of the proposed amendment to be published at least once in a financial publication published in The City of New York, New York or in the State of Texas. Such published notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office of the City for inspection by all holders of such Certificates. (d) Whenever at any time within one year from the date of publication of such notice the City shall receive an instrument or instruments executed by the holders of at least 51% or 100%, as applicable, in aggregate principal amount of all of the Certificates then outstanding that are required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and approve such amendment, the City may adopt the amendment in substantially the same form.

Buda CO/2017: Ordinance

31

(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the City and all holders of such affected Certificates shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the holder of a Certificate pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Certificate during such period. Such consent may be revoked at any time after six months from the date of the publication of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the City, but such revocation shall not be effective if the holders of 51% or 100%, as applicable, in aggregate principal amount of the affected Certificates then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. For the purposes of establishing ownership of the Certificates, the City shall rely solely upon the registration of the ownership of such Certificates on the registration books kept by the Paying Agent/Registrar. Section 19. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had for the payment of principal of or interest on the Certificates or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Certificates. Section 20. FURTHER ACTIONS. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Certificates, the initial sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, and any insurance commitment letter or insurance policy. In addition, prior to the initial delivery of the Certificates, the Mayor, the City Secretary, the City Manager or Assistant City Manager, the City Attorney and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies or satisfy requirements of any bond insurer, or (iii) obtain the approval of the Certificates by the Attorney General's office. In case any officer of the City whose signature shall appear on any Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery.

Buda CO/2017: Ordinance

32

Section 21. INTERPRETATIONS. All terms defined herein and all pronouns used in this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and headings of the articles and sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Certificates and the validity of the lien on and pledge to secure the payment of the Certificates. Section 22. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provisions of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. Section 23. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City and the registered owners of the Certificates, any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and exclusive benefit of the City and the registered owners of the Certificates. Section 24. INCORPORATION OF RECITALS. The City hereby finds that the statements set forth in the recitals of this Ordinance are true and correct, and the City hereby incorporates such recitals as a part of this Ordinance. Section 25. SEVERABILITY. The provisions of this Ordinance are severable; and in case any one or more of the provisions of this Ordinance or the application thereof to any person or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of any such invalid provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. Section 26. PERFECTION. Chapter 1208, Government Code, applies to the issuance of the Certificates and the pledge of ad valorem taxes and revenues granted by the City under Sections 6 and 7 of this Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Certificates are outstanding and unpaid such that the pledge of ad valorem taxes and revenues granted by the City under Sections 6 and 7 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the registered owners of the Certificates the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur.

Buda CO/2017: Ordinance

33

Section 27. EFFECTIVE DATE. This Ordinance shall become effect immediately from and after its passage on first and final reading in accordance with Section 1201.028, Texas Government Code, as amended. Section 28. NO PERSONAL LIABILITY. No covenant or agreement contained in the Certificates, this Ordinance or any corollary instrument shall be deemed to be the covenant or agreement of any member of the City Council or any officer, agent, employee or representative of the City Council in his individual capacity, and neither the directors, officers, agents, employees or representatives of the City Council nor any person executing the Certificates shall be personally liable thereon or be subject to any personal liability for damages or otherwise or accountability by reason of the issuance thereof, or any actions taken or duties performed, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability being expressly released and waived as a condition of and in consideration for the issuance of the Certificates.

Section 29. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the principal amount of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney General of Texas Public Finance Division for payment of the examination fee charged by the State of Texas for the Attorney General's review and approval of public securities and credit agreements, as required by Section 1202.004 of the Texas Government Code. The appropriate member of the City's staff is hereby instructed to take the necessary measures to make this payment. The City is also authorized to reimburse the appropriate City funds for such payment from proceeds of the Certificates.

[REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK.]

Buda CO/2017: Ordinance

34

IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and approved on the final reading on the 8th day of November, 2017.

__________________________________ Mayor City of Buda, Texas ATTEST: ______________________________ City Secretary City of Buda, Texas

Buda CO/2017: Ordinance

A-1

EXHIBIT "A"

PAYING AGENT/REGISTRAR AGREEMENT

BUDA CO 2017: PAR Agreement

PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of December 6, 2017 (the "Agreement"), by and between the City of Buda, Texas (the "Issuer"), and The Bank of New York Mellon Trust Company N.A., Dallas, Texas, a national banking association duly organized and existing under the laws of the United States of America (the "Bank").

RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its Combination Tax and Limited Revenue Certificates of Obligation, Series 2017 in the aggregate principal amount of $_________ (the "Securities"), such Securities to be issued in fully registered form only as to the payment of principal and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the underwriter thereof on or about December 6, 2017; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows:

ARTICLE ONE APPOINTMENT OF BANK AS

PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof, all in accordance with this Agreement and the "Ordinance" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided in this Agreement and the "Ordinance." The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities.

BUDA CO 2017: PAR Agreement

Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel).

ARTICLE TWO DEFINITIONS

Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. "Bank Office" means the corporate trust office of the Bank located at 2001 Bryan St., 11th Floor, Dallas, Texas. The Bank will notify the City in writing of any change in location of the Bank Office. "Financial Advisor" means Specialized Public Finance Inc., Austin, Texas. "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor of the Issuer, any one or more of said officials, delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government.

BUDA CO 2017: PAR Agreement

3

"Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Ordinance). "Ordinance" means the order, ordinance or resolution of the governing body of the Issuer pursuant to which the Securities are issued, certified by the City Secretary of the Issuer or any other officer of the Issuer and delivered to the Bank. "Redemption Date" when used with respect to any Security to be redeemed means the date fixed for such redemption pursuant to the terms of the Ordinance. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfer of the Securities. "Stated Maturity" means the date specified in the Ordinance the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank," Issuer" and "Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement.

ARTICLE THREE PAYING AGENT

Section 3.01. Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the Bank Office.

BUDA CO 2017: PAR Agreement

4

As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and preparing and sending checks by United States Mail, first-class postage prepaid, on each payment date, to the Holders of the Securities (or their Predecessor Securities) on the respective Record Date, to the address appearing on the Security Register or by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities on the dates specified in the Ordinance. Section 3.03. Reporting Requirements. To the extent required by the Internal Revenue Code of 1986 and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto, the Bank shall report, or assure that a report is made to the Holder and the Internal Revenue Service, any amount of acquisition premium, interest paid on, original issue discount or adjusted basis of the Security.

ARTICLE FOUR REGISTRAR

Section 4.01. Security Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacement of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Bonds Dealers, in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may request any supporting documentation it feels necessary to effect a re-registration, transfer or exchange of the Securities. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be canceled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar.

BUDA CO 2017: PAR Agreement

5

Section 4.02. Securities. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt Securities of other political subdivisions or corporations for which it serves as registrar, or that is maintained for its own Securities. Section 4.03. Form of Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Canceled Securities. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs the Bank, subject to the applicable provisions of the Order, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost or stolen Securities as long as the same does not result in an overissuance. In case any Security shall be mutilated or destroyed, lost or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only after (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with

BUDA CO 2017: PAR Agreement

6

such indemnity and with the preparation, execution and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or stolen. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost or stolen Securities pursuant to Section 4.06.

ARTICLE FIVE THE BANK

Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on Securities or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank.

BUDA CO 2017: PAR Agreement

7

Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5.05. Moneys Held by Bank. The Bank shall deposit any moneys received from the Issuer into a trust account to be held in a paying agent capacity for the payment of the Securities, with such moneys in the account that exceed the deposit insurance available to the Issuer by the Federal Deposit Insurance Corporation, to be fully collateralized with securities or obligations that are eligible under the laws of the State of Texas to secure and be pledged as collateral for trust accounts until the principal and interest on such securities have been presented for payment and paid to the owner thereof. Payments made from such trust account shall be made by check drawn on such trust account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. Subject to the Unclaimed Property Law of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for three years after the final maturity of the Security has become due and payable will be paid by the Bank to the Issuer if the Issuer so elects, and the Holder of such Security shall hereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such monies shall thereupon cease. If the Issuer does not elect, the Bank is directed to report and dispose of the funds in compliance with Title Six of the Texas Property Code, as amended. Section 5.06. Indemnification. To the extent permitted by law without the creation of an interest and sinking fund, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State Court located in the State of Texas and County where either the Bank Office or the administrative offices of the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent

BUDA CO 2017: PAR Agreement

8

jurisdiction in the State of Texas to determine the rights of any Person claiming any interest herein. Section 5.08. Depository Trust Company Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements," effective August 1, 1987, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. Attached hereto is a copy of the Blanket Issuer Letter of Representations between the Issuer and The Depository Trust Company, New York, New York, providing for the Securities to be issued in a Book-Entry Only System. The Bank and the Issuer hereby confirm their obligations under such Letter of Representation.

Section 5.09. No Israel Boycott.

The person or persons executing this Agreement on behalf of the Bank hereby verifies that, except to the extent otherwise required by applicable federal law, if any, including, without limitation, 50 U.S.C. Section 4607, the Bank does not boycott Israel and will not boycott Israel during the term of this Agreement in accordance with Chapter 2270 of the Texas Government Code. For purposes of this verification, "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes.

Section 5.10. Chapter 2252 of the Texas Government Code.

The Bank represents and warrants, for purposes of Subchapter F of Chapter 2252 of the Texas Government Code, that at the time of execution and delivery of this Agreement neither the Bank, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Bank, (i) engages in business with Iran, Sudan or any foreign terrorist organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller under Sections 806.051, 807.051 or 2252.153 of the Texas Government Code. The term "foreign terrorist organization" as used in this clause (B) has the meaning assigned to such term in Section 2252.151 of the Texas Government Code.

BUDA CO 2017: PAR Agreement

9

ARTICLE SIX MISCELLANEOUS PROVISIONS

Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 6.06. Severability. In case any provision herein shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Ordinance constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Ordinance, the Ordinance shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon thirty (30) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice has been given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment of the Securities.

BUDA CO 2017: PAR Agreement

10

Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. Section 6.12. Closing Memorandum. The Bank is authorized to receive the purchase price of and, if applicable, accrued interest on the Securities from the underwriter of the Securities and to transfer said funds relating to the closing and initial delivery of the Securities in the manner disclosed in the closing memorandum approved by the Issuer as prepared by the Issuer's Financial Advisor or other agent. The Bank may act on a facsimile or electronic mail transmission of the closing memorandum acknowledged by the Issuer or the Issuer's Financial Advisor as the final closing memorandum to be followed by an original of the closing memorandum signed by the Financial Advisor or the Issuer. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon and compliance with such instructions. Section 6.13. Merger, Conversion, Consolidation or Succession. Any corporation into which the Bank may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to which the Bank shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Bank shall be the successor of the Bank hereunder without the execution or filing of any paper or any further act on the part of either of the parties hereto. In case any Securities shall have been registered, but not delivered, by the Bank then in office, any successor by merger, conversion, or consolidation to such authenticating Bank may adopt such registration and deliver the Securities so registered with the same effect as if such successor Bank had itself registered such Securities.

[The Remainder of This Page is Intentionally Left Blank]

BUDA CO 2017: PAR Agreement

11

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. THE BANK OF NEW YORK MELLON

TRUST COMPANY N.A.

By:___________________________________

Title: _______________________________

BUDA CO 2017: PAR Agreement

12

CITY OF BUDA, TEXAS By: _________________________________ Mayor P.O. Box 1218 Buda, TX 78610 [CITY SEAL] ATTEST: ____________________________________ City Secretary

BUDA CO 2017: PAR Agreement

SCHEDULE A

Paying Agent/Registrar Fee Schedule

Please see attached

Buda CO/2017:Ordinance

B-1

EXHIBIT "B"

DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 17 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) Table 1 - Valuation, Exemptions and Ad Valorem Tax Debt; (2) Table 2 - Valuation and Ad Valorem Tax Debt History; (3) Table 3 - Tax Rate, Levy and Collection History; (4) Table 4 - Ten Largest Taxpayers; (5) Table 5 – Tax Adequacy; (6) Table 6 - Pro-Forma Debt Service Requirements; (7) Table 8 - Interest and Sinking Fund Budget Projection; (8) Table 9 - General Fund Revenues and Expenditure History; (9) Table 10 - Municipal Sales Tax History; (10) Table 11 - Current Investments (11) Appendix B Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in the paragraph above.

Summary:

Buda, Texas; General Obligation

Primary Credit Analyst:

Karolina Norris, Dallas 972-367-3341; Karolina.Norris@spglobal.com

Secondary Contact:

Amahad K Brown, Dallas 214-765-5876; amahad.brown@spglobal.com

Table Of Contents

Rationale

Outlook

Related Research

WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 30, 2017 1

Summary:

Buda, Texas; General Obligation

Credit Profile

US$29.705 mil comb tax and ltd rev certs of oblig ser 2017 dtd 12/06/2017 due 08/15/2042

Long Term Rating AA/Stable New

Buda combination tax & ltd rev certs of obligation ser 2014

Long Term Rating AA/Stable Outlook Revised

Buda comb tax and rev certs of oblig

Long Term Rating AA/Stable Outlook Revised

Buda comb tax & ltd rev certs of oblig ser 2010 dtd 06/15/2010 due 02/15/2011-2016 2018 2020 2022-2029

Unenhanced Rating AA(SPUR)/Stable Outlook Revised

Buda GO

Long Term Rating AA/Stable Outlook Revised

Buda GO bnds ser 2016 dtd 08/15/2016 due 08/15/2040

Unenhanced Rating AA(SPUR)/Stable Outlook Revised

Buda GO (AGM)

Unenhanced Rating AA(SPUR)/Stable Outlook Revised

Buda GO (ASSURED GTY)

Unenhanced Rating AA(SPUR)/Stable Outlook Revised

Many issues are enhanced by bond insurance.

Rationale

S&P Global Ratings revised the outlook to stable from positive and affirmed its 'AA' long-term rating and underlying

rating (SPUR) on Buda, Texas' existing general obligation (GO) debt. At the same time, S&P Global Ratings assigned its

'AA' long-term rating to the city's series 2017 combination tax and limited revenue certificates of obligation. The

outlook is stable.

The outlook revision reflects our opinion of Buda's high annual debt service requirements and overall net debt burden,

which are unlikely to moderate over the next several years given growth-driven pressures, slow amortization, and

additional debt plans. Although we believe its healthy property tax base growth, strong financial performance, and very

strong available fund balance will likely provide credit stability over the next two years, the city's elevated fixed costs

remain a weakness compared with higher-rated peers and could result in growing budgetary pressure, particularly if

the historically strong expansion of the city's tax base slows.

The series 2017 certificates as well as existing certificates and GO bonds are direct obligations of the city payable from

revenue from an ad valorem tax levied within the limits prescribed by law on all taxable property located within the

city. The series 2017, 2016A, and 2010 certificates are additionally secured by surplus net revenue of the city's

combined waterworks and sewer system in an amount not to exceed $1,000. The series 2011 and 2014 certificates are

WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 30, 2017 2

additionally secured by a subordinate lien on the surplus revenue of the waterworks and sewer system. Given the

limited nature of the revenue pledge, we rate the certificates based on the city's ad valorem pledge.

State statutes limit the maximum ad valorem tax rate for home rule cities to $2.50 per $100 of taxable assessed

valuation (AV) for all city purposes. Administratively, the attorney general of Texas will permit the allocation of $1.50

of the $2.50 maximum tax rate for ad valorem tax debt service. In fiscal 2018, the city levies well under the maximum

at 36.73 cents per $100 of AV: 10.59 cents for operations and 26.14 cents for debt service. Despite the limitations

imposed by the state law and the city's home rule charter, we did not make a rating distinction for the limited-tax GO

pledge. We believe the city possesses the financial stability and flexibility to sustain identical ratings on its unlimited-

and limited-tax GO bonds.

Officials will use the proceeds from the certificates to fund improvements to its water and sewer facilities, including

expanding the capacity in its wastewater treatment facility to accommodate population growth.

The ratings reflect our opinion of the city's:

• Very strong economy, with access to a broad and diverse metropolitan statistical area (MSA);

• Strong management, with good financial policies and practices under our Financial Management Assessment (FMA)

methodology;

• Strong budgetary performance, with an operating surplus in the general fund and a slight operating surplus at the

total governmental fund level in fiscal 2016;

• Very strong budgetary flexibility, with an available fund balance in fiscal 2016 of 52% of operating expenditures;

• Very strong liquidity, with total government available cash at 1.5x total governmental fund expenditures and 5.8x

governmental debt service, and access to external liquidity we consider strong;

• Very weak debt and contingent liability position, with debt service carrying charges at 26.8% of expenditures and

net direct debt that is 662.7% of total governmental fund revenue, as well as high overall net debt at greater than

10.0% of market value; and

• Strong institutional framework score.

Very strong economy

We consider Buda's economy very strong. The city, with an estimated population of 10,869, is located in Hays County

in the Austin-Round Rock MSA, which we consider to be broad and diverse. The city has a projected per capita

effective buying income of 129% of the national level and per capita market value of $135,055. Overall, the city's

market value grew by 6.4% over the past year to $1.5 billion in 2018. The county unemployment rate was 3.3% in

2016.

Buda is located on Interstate 35, 17 miles south of downtown Austin in northeastern Hays County. It is the

fastest-growing city with a population of over 10,000 in Texas. The city has seen tremendous residential, commercial,

and industrial growth over the past two decades. Close proximity to downtown Austin, Austin Bergstrom International

Airport, Interstate 35, and State Highway 45 have allowed Buda to rapidly transform from a small rural community to

a thriving residential and commercial center. In particular, young professionals who commute to work in downtown

Austin and other employment centers in the metroplex find the city's location attractive, boosting the city's educational

attainment and income levels.

WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 30, 2017 3

Summary: Buda, Texas; General Obligation

Taxable assessed values doubled to $1.5 billion in fiscal 2018 from $722 million in fiscal 2013. The top 10 taxpayers

are diverse, accounting for 17.3% of market value. The largest employers include Wal-Mart, with 325 employees, US

Foods, a distribution company employing 300, and Capital Excavation, a construction company, which also employs

300.

The continued market value growth stems from continued residential and commercial development as well as a

strategic annexation program. In the past year, the city issued 43 new commercial certificates of occupancy, including

28 related to new construction. Another 50 businesses are in various stages of permitting or construction. Other

recently announced additions include two hospitals. The city proved particularly attractive to hotels given its proximity

to various events and attractions, including Circuit of the Americas, the first Formula One racing facility in the U.S. The

city has seven hotels, with three more under construction. Residential activity continues to be strong, with home sale

prices averaging over $300,000.

Given the ongoing economic development and the city's participation in the broad and diverse Austin MSA, we expect

market value to continue growing and the city's economy to remain very strong over the next two years.

Strong management

We view the city's management as strong, with good financial policies and practices under our FMA methodology,

indicating our view that financial practices exist in most areas, but that governance officials might not formalize or

monitor all of them on a regular basis.

Management uses historical data to create budgetary assumptions, and it provides the city council with monthly

financial reports that capture revenue compared with expenditures and budgeted-to-actual results. Buda maintains a

comprehensive, formal five-year capital improvement plan that it updates annually, with funding sources identified for

all years. The city's formal investment policy follows state guidelines. The city's financial practices also include a debt

management policy that targets debt structuring, coverage ratios, methods of sale, disclosure, and usage of debt. Buda

adopted a formal general fund reserve policy to maintain 3.5 months of recurring operating expenditures on hand. The

city lacks long-term financial plans.

Strong budgetary performance

Buda's budgetary performance is strong, in our opinion. The city had surplus operating results in the general fund of

3.4% of expenditures, and slight surplus results across all governmental funds of 0.8% in fiscal 2016.

We adjusted revenue and expenditures for recurring transfers for administrative expenses, Tax Increment

Redevelopment Zone sales tax payments, and one-time items, such as spending of bond proceeds for capital projects.

The city's performance remained strong in fiscal 2016 as a result of conservative budgetary assumptions. After

adjustment of revenue for routine tax increment finance sales tax transfers, sales tax revenue accounted for about 47%

of general fund revenue. This source of revenue has demonstrated stable growth over the past three audited years, and

management reports that fiscal 2017 sales tax collections were up by 6%. Property taxes were the second-largest

revenue source, accounting for 18% of general fund revenue.

Year-end estimates for fiscal 2017 suggest an 8.0% surplus in the general fund and a 4.8% surplus across all

governmental funds. The sizable surplus is the result of very strong permits and licenses revenue compared with the

WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 30, 2017 4

Summary: Buda, Texas; General Obligation

budget as well as ongoing growth across major revenue sources, including sales and property taxes.

The adopted fiscal 2018 budget projects a deficit of about 4% for the general fund and across all governmental funds.

However, the draw is mostly related to one-time expenses tied to the opening of Buda's new municipal facility

complex. Given the one-time nature of these expenditures, continued revenue growth, and management's

demonstrated ability to maintain strong budgetary performance despite growth-related pressures, we don't anticipate

that performance will deteriorate over the next two years.

Very strong budgetary flexibility

Buda's budgetary flexibility is very strong, in our view, with an available fund balance in fiscal 2016 of 52% of

operating expenditures, or $4.1 million. We expect the available fund balance to remain above 30% of expenditures for

the current and next fiscal years, which we view as a positive credit factor.

Management estimates that fiscal 2017 ended with an available fund balance of $4.8 million, or 53% of adjusted

expenditures. The fiscal 2018 budget projects a draw of nearly $900,000, with an expected ending fund balance of $3.9

million, or 41% of adjusted expenditures. The city reports that it may use a portion of available fund balance for

one-time expenditures in future years. However, reserves are not expected to go below the city's official target of 3.5

months of expenditures, or about 29%, and thus we expect the city's budgetary flexibility will remain very strong.

Very strong liquidity

In our opinion, Buda's liquidity is very strong, with total government available cash at 1.5x total governmental fund

expenditures and 5.8x governmental debt service in 2016. In our view, the city has strong access to external liquidity if

necessary, as demonstrated by its access to the market within the past 20 years and issuance of mainly tax-backed

bonds. It has historically had what we consider very strong cash balances, and we do not believe its cash position will

worsen over the next two years. The city's investment policy and practices follow state guidelines, and its liquidity

consists primarily of bank deposits.

The city's series 2016, 2014A, 2008, and 2006 certificates of obligation and series 2008 refunding GO bonds were

privately placed. However, the private placements do not include acceleration provisions and are fixed-rate debt

obligations with no variable-rate components or permissive covenants. Therefore, we do not expect these obligations

to pressure the city's liquidity.

Very weak debt and contingent liability profile

In our view, Buda's debt and contingent liability profile is very weak. Total governmental fund debt service is 26.8% of

total governmental fund expenditures, and net direct debt is 662.7% of total governmental fund revenue. it's the city's

high overall net debt of 15.4% of market value negatively affects our view of its debt profile.

The city's fixed costs have increased materially over the past two years as a result of issuing voter-approved GO debt

to fund a new municipal facility complex. While annual debt service costs are projected to approach 30% of adjusted

governmental funds expenditures and are high compared with those of peers, the city's tax-backed debt plans are fairly

limited over the next five years and thus we believe fixed costs will not escalate further. Over the next two years, Buda

plans to issue approximately $5 million of certificates of obligation to finance various capital needs, with debt plans

totaling $30.5 million over the next five years. These issuances are projected to increase the debt service tax rate to

WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 30, 2017 5

Summary: Buda, Texas; General Obligation

38.11 cents per $100 AV by fiscal 2023 from the current rate of 26.14 cents. However, we note that these projections

assume only modest market value growth compared with the growth rates the city has been experiencing and thus are

fairly conservative.

Management expects that annual debt service on the series 2017 certificates will be repaid from wastewater enterprise

revenue. The utility funds support about $13.8 million of GO debt, providing 2.8x coverage on annual debt service in

fiscal 2016. The city recently conducted a rate study and adjusts rates as necessary in conjunction with its annual

budget process. Thus, we expect that the utility funds will be able to support the existing debt as well as the 2017

certificates.

Buda's combined required pension and actual other postemployment benefits (OPEB) contributions totaled 3.7% of

total governmental fund expenditures in 2016. The city made its full annual required pension contribution.

The city provides pension benefits for all of its full#?time employees through Texas Municipal Retirement System

(TMRS), an agent multi-employer public employee retirement system. Under state law governing the TMRS, an

actuary determines the contribution rate annually. Using updated reporting standards in accordance with

Governmental Accounting Standard Board Statement Nos. 67 and 68, the city recorded a net pension liability of $1.8

million as of Dec. 31, 2015, the most recent actuarial valuation date. The plan reported a funded ratio of 74.2%.

The city also participates in the cost-sharing, multi-employer defined benefit group-term life insurance plan operated

by the TMRS known as the Supplemental Death Benefits Fund (SDBF). Coverage is provided to both current and

retired employees. Retired employees are insured for $7,500; this coverage is an OPEB. The city contributes to the

SDBF at a contractually required rate as determined by an annual actuarial valuation.

Strong institutional framework

The institutional framework score for Texas municipalities is strong.

Outlook

The stable outlook reflects our opinion of the city's very strong reserves and management's ability to historically

operate within a balanced budget. In addition, the outlook reflects our opinion that Buda's participation in the broad

and diverse Austin MSA will allow for continued economic growth. As a result, we do not expect to change the rating

within the two-year outlook horizon.

Downside scenario

We could lower the rating if growth-related pressures and increasing fixed costs result in weakening budgetary

performance and deteriorating flexibility and liquidity.

Upside scenario

We could raise the rating if Buda continues to see ongoing economic expansion, and if its debt profile and annual fixed

costs moderate to levels comparable with those of higher-rated peers, amid maintenance of strong performance and

very strong flexibility and liquidity.

WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 30, 2017 6

Summary: Buda, Texas; General Obligation

Related Research

2017 Update Of Institutional Framework For U.S. Local Governments

Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors,

have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria.

Please see Ratings Criteria at www.standardandpoors.com for further information. Complete ratings information is

available to subscribers of RatingsDirect at www.capitaliq.com. All ratings affected by this rating action can be found

on the S&P Global Ratings' public website at www.standardandpoors.com. Use the Ratings search box located in the

left column.

WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 30, 2017 7

Summary: Buda, Texas; General Obligation

WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 30, 2017 8

STANDARD & POOR’S, S&P and RATINGSDIRECT are registered trademarks of Standard & Poor’s Financial Services LLC.

S&P may receive compensation for its ratings and certain analyses, normally from issuers or underwriters of securities or from obligors. S&P reserves the right to disseminateits opinions and analyses. S&P's public ratings and analyses are made available on its Web sites, www.standardandpoors.com (free of charge), and www.ratingsdirect.comand www.globalcreditportal.com (subscription), and may be distributed through other means, including via S&P publications and third-party redistributors. Additionalinformation about our ratings fees is available at www.standardandpoors.com/usratingsfees.

S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of their respective activities. As a result,certain business units of S&P may have information that is not available to other S&P business units. S&P has established policies and procedures to maintain theconfidentiality of certain non-public information received in connection with each analytical process.

To the extent that regulatory authorities allow a rating agency to acknowledge in one jurisdiction a rating issued in another jurisdiction for certain regulatory purposes, S&Preserves the right to assign, withdraw or suspend such acknowledgment at any time and in its sole discretion. S&P Parties disclaim any duty whatsoever arising out of theassignment, withdrawal or suspension of an acknowledgment as well as any liability for any damage alleged to have been suffered on account thereof.

Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as of the date they are expressed and not statements of fact.S&P’s opinions, analyses and rating acknowledgment decisions (described below) are not recommendations to purchase, hold, or sell any securities or to make anyinvestment decisions, and do not address the suitability of any security. S&P assumes no obligation to update the Content following publication in any form or format. TheContent should not be relied on and is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when makinginvestment and other business decisions. S&P does not act as a fiduciary or an investment advisor except where registered as such. While S&P has obtained information fromsources it believes to be reliable, S&P does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives.

No content (including ratings, credit-related analyses and data, valuations, model, software or other application or output therefrom) or any part thereof (Content) may bemodified, reverse engineered, reproduced or distributed in any form by any means, or stored in a database or retrieval system, without the prior written permission ofStandard & Poor’s Financial Services LLC or its affiliates (collectively, S&P). The Content shall not be used for any unlawful or unauthorized purposes. S&P and any third-partyproviders, as well as their directors, officers, shareholders, employees or agents (collectively S&P Parties) do not guarantee the accuracy, completeness, timeliness oravailability of the Content. S&P Parties are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, for the results obtained from the useof the Content, or for the security or maintenance of any data input by the user. The Content is provided on an “as is” basis. S&P PARTIES DISCLAIM ANY AND ALL EXPRESSOR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOMFROM BUGS, SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT’S FUNCTIONING WILL BE UNINTERRUPTED OR THAT THE CONTENT WILL OPERATE WITH ANYSOFTWARE OR HARDWARE CONFIGURATION. In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive,special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs or losses caused bynegligence) in connection with any use of the Content even if advised of the possibility of such damages.

Copyright © 2017 by Standard & Poor’s Financial Services LLC. All rights reserved.

City Council Agenda Item ReportDate: Wednesday, November 8, 2017

Agenda Item No. 2017-717-Contact: Ann Miller

Subject: Deliberation and possible action to approve amendments of the BudaEconomic Development Corporation (EDC) Bylaws as reviewed and approvedby the Board of Directors of the Buda Economic Development Corporation(EDC Director Ann Miller)

1. Executive SummaryThe City of Buda 4B Corporation (Buda Economic Development Corporation) bylaws state that “thesebylaws may be altered, amended, or repealed, and new bylaws may be adopted with therecommendation of the Board and the approval of the Buda City Council.”

2. Background/History During the September 6, 2017 Board Meeting, the Board appointed a Bylaws Committee to review thecurrent Bylaws and make any applicable changes to bring them in line with current practices. TheBylaws Committee met on October 2, 2017 and proposed several minor changes to the Bylaws toreflect current procedures and practices. The Buda EDC Board approved these changes on November1, 2017.

3. Staff's review and analysisAmendments to the Bylaw reflect current procedures and practices and address changes in theorganization's structure and operations since they were originally adopted.

4. Financial ImpactNone

5. Summary/ConclusionCity Council can approve amended bylaws as recommended by Buda EDC board or not approve them.

6. Pros and ConsN/A

7. AlternativesCouncil does not approve amended bylaws.

8. RecommendationStaff and the Buda EDC Board of Directors recommends approval.

1

SECOND THIRD AMENDED BYLAWS

OF

CITY OF BUDA 4B CORPORATION

These Bylaws govern the affairs of CITY OF BUDA 4B CORPORATION, a nonprofit

corporation.

ARTICLE 1

OFFICES

Principal Office

1.01. The Corporation’s principal office in Texas will be located at 203 Railroad Street, Suite

3A, Buda, Texas. The Corporation may have such other offices, in Buda, Texas as the Board of

Directors may determine.

Registered Office and Registered Agent

1.02. The Corporation will maintain a registered office and registered agent in Buda, Texas.

The registered office may, but need not, be identical with the Corporation’s principal office in

Texas. The Board may change the registered office and the registered agent as permitted under

The Development Corporation Act, Chapters 501 to 505 of the Texas Local Government Code,

as amended (hereinafter referred to as the “Act”).

ARTICLE 2

BOARD OF DIRECTORS

Management of Corporation

2.01. The Board will manage corporate affairs.

Number, Qualifications, and Tenure of Directors

2.02. The number of Directors will be seven. At least three of the Directors shall be persons who

are not employees, officers or members of the Buda City Council. All of the Directors shall be

residents of the City of Buda or of Hays County, Texas. Except as otherwise provided herein,

Directors shall serve two yeartwo-year terms and may be reappointed at the end of a term.

On September 1, 2007, the Directors shall begin serving in staggered two yeartwo-year terms of

office. The Buda City Council shall appoint three Directors to serve for an initial one yearone-

year term beginning September 1, 2007. The Buda City Council shall appoint four Directors to

serve full two yeartwo-year terms beginning September 1, 2007.

Thereafter, the terms of three (3) directors shall begin on February 1 of each even numbered year

and expire on January 31 of the next following even numbered year. The terms of four (4)

directors shall begin on February 1 of each odd numbered year and expire on January 31 of the

next following odd numbered year.

2

Appointment of Directors

2.03. Directors shall be appointed by, and shall serve at the pleasure of the Buda City Council.

Vacancies

2.04. The Board will notify the City Council of any vacancy occurring on the Board, and the

vacancy will be filled by the City Council at its pleasure.

Meetings

2.05. The Board will meet from time to time, but at least once a calendar quarter to carry out its

duties. The Board may provide for regular meetings by resolution stating the time and place of

such meetings. The meetings must be held within the City of Buda. All meetings shall be held in

accordance with the Texas Open Meetings Act, Chapter 551 of the Texas Government Code, as

amended.

Special Meetings

2.06. Special Board meetings may be called by, or at the request of, the president or any three

directors. A person or persons authorized to call special meetings of the Board may fix any place

within the City of Buda, Texas, as the place for holding a special meeting. The person or persons

calling a special meeting will inform the secretary administrative staff of the Corporation of the

information to be included in the notice of the meeting. The secretary administrative staff of the

Corporation will give notice to the directors as these Bylaws require.

Notice

2.07. Written or printed notice of any special meeting of the Board will be delivered to each

director not less than three, nor more than 30 days before the date of the meeting. The notice will

state the place, day, and time of the meeting; who called it; and the purpose or purposes for

which it is called.

Quorum

2.08. A majority of the directors shall constitute a quorum for the conduct of the official

business of the Corporation. A majority shall be four (4) directors, unless vacancies exist on the

board. If vacancies exist on the board, a majority shall be more than 50% of the board members.

The act of a quorum of directors shall constitute the act of the Board and of the Corporation

unless the act of a greater number is required by law. Directors must be present in order to vote

at any meeting.

Proxies

2.09. A director may not vote by proxy.

3

Compensation

2.10. Directors may not receive salaries for their services, but are entitled to reimbursement for

actual expenses incurred in the performance of their duties on behalf of the Corporation.

Removing Directors

2.11. The City Council may remove a director at any time, without cause.

Board Meeting Attendance

2.12. The voluntary absence of a member from three (3) consecutive meetings, or more than a

total of six (6) meetings within a calendar year, will result in automatic resignation of the

member from the EDC Board. An absence of a member from a regularly scheduled Board

meeting may be regarded as excused, rather than voluntary, at the discretion of the Board, if it

results from the illness or from a factor beyond the control of the Board member.

ARTICLE 3

OFFICERS

Officer Positions

3.01. The Corporation’s officers will be a president, a secretary, a vice president, and a treasurer.

The Board may define the authority and duties of each such position, and elect or appoint

persons to fill the positions. The same person may hold any two or more offices, except for

president and secretary.

Election and Term of Office

3.02. The Corporation’s officers will be appointed annually by the Board and will remain in

office until their successor has been appointed and qualified. An officer may be appointed to

succeed himself or herself in the same office.

Removal

3.03. Any officer elected or appointed by the Board may be removed by the Board or the City

Council with or without good cause.

Vacancies

3.04. The Board may select a person to fill a vacancy in any office for the unexpired portion of

the officer’s term.

4

President

3.05. The president is the Corporation’s chief executive officer. He or she will supervise and

control all of the Corporation’s business and affairs and will preside at all meetings of the

members and of the Board. The president may execute any deeds, mortgages, bonds, contracts,

or other instruments that the Board authorizes to be executed. However, the president may not

execute instruments on the Corporation’s behalf if this power is expressly delegated to another

officer or agent of the Corporation by the Board, these Bylaws, or statute. The president will

perform other duties prescribed by the Board and all duties incident to the office of president.

Vice President

3.06. When the president is absent, cannot act, or refuses to act, a vice president will perform the

president’s duties. When acting in the president’s place, the vice president has all the powers of--

and is subject to all the restrictions on--the president. A vice president will perform other duties

as assigned by the president or Board.

Treasurer

3.07. The treasurer will:

(a) Have charge and custody of--and be responsible for--all the Corporation’s funds and

securities.

(b) Receive and give receipts for moneys due and payable to the Corporation from any

source.

(c) Deposit all moneys in the Corporation’s name in banks, trust companies, or other

depositories as these Bylaws provide or as the Board or president directs.

(d) Write checks and disburse funds to discharge the Corporation’s obligations. However,

funds may not be drawn from the Corporation or its accounts for amounts greater than

$1,500.00 without signature of the president or a vice president in addition to that of the

treasurer.

(e) Maintain the Corporation’s financial books and records.

(f) Prepare financial reports at least annually.

(g) Perform other duties as assigned by the president or the Board.

(h) If the Board requires, give a bond for faithfully discharging his or her duties in a sum and

with a surety as determined by the Board.

(i) Perform all of the duties incident to the office of treasurer.

(j) The Treasurer may assign any duties to the staff or a hired agent of the Corporation upon

approval of the Board. The Treasurer will maintain a supervisor role regarding these

duties if assigned.

(k) Will serve as the Chair of the Budget Committee.

Secretary

5

3.08. The Secretary will:

(a) Give all notices as provided in the bylaws or as required by law.

(b) Take minutes of the meetings of the members and the Board and keep the minutes as part

of the corporate records.

(c) Maintain custody of the corporate records and seal.

(d) Affix the corporate seal to all documents as authorized.

(e) Perform duties as assigned by the president or the Board.

(f) Perform all duties incident to the office of secretary.

(g) Comply in all respects with the Texas Open Meetings Act and the Texas Public

Information Act.

(h) The Secretary may assign any duties to the staff or a hired agent of the Corporation upon

approval of the Board. The Secretary will maintain a supervisor role regarding these

duties if assigned.

ARTICLE 4

TRANSACTIONS OF THE CORPORATION

Contracts

4.01. The Board may authorize any officer or agent of the Corporation to enter into a contract or

execute and deliver any instrument in the name of, and on behalf of, the Corporation. This

authority may be limited to a specific contract or instrument, or it may extend to any number and

type of possible contracts and instruments.

Deposits

4.02. All the Corporation’s funds will be deposited to the credit of the Corporation in banks, trust

companies, or other depositories that the Board selects.

Gifts

4.03. The Board may accept, on the Corporation’s behalf, any contribution, gift, bequest, or

devise for the general purposes or for any special purpose of the Corporation.

Prohibited Acts

4.04. As long as the Corporation exists, the Corporation and its Board and Officers shall comply

in all respects with the Act, as amended, and shall not take any action that shall be inconsistent

with the requirements of that Act. In addition no Board member or Officer shall:

(a) Do any act in violation of these Bylaws or a binding obligation of the Corporation.

(b) Do any act with the intention of harming the Corporation or any of its operations.

(c) Do any act that would make it impossible or unnecessarily difficult to carry on the

Corporation’s intended or ordinary business.

(d) Receive an improper personal benefit from the operation of the Corporation.

6

(e) Use the Corporation’s assets, directly or indirectly, for any purpose other than carrying

on the Corporation’s business.

(f) Wrongfully transfer or dispose of Corporation property.

(g) Use the Corporation’s name (or any substantially similar name) except on behalf of the

Corporation in the ordinary course of its business.

7

ARTICLE 5

BOOKS AND RECORDS

Required Books and Records

5.01. The Corporation will keep correct and complete books and records of account. The books

and records include:

(a) A file-endorsed copy of all documents filed with the Texas Secretary of State relating to

the Corporation, including but not limited to the articles of incorporation, and any articles

of amendment, restated articles, articles of merger, articles of consolidation, and

statement of change of registered office or registered agent.

(b) A copy of all bylaws, including these Bylaws, and any amended versions or amendments

to them.

(c) Minutes of the proceedings of the Board.

(d) A list of the names and addresses of the directors and officers of the Corporation.

(e) A financial statement showing the Corporation’s assets, liabilities, and net worth at the

end of the three most recent fiscal years.

(f) A financial statement showing the Corporation’s income and expenses as required by

law.

(g) All rulings, letters, and other documents relating to the Corporation’s federal, state, and

local tax status.

Inspection and Copying

5.02. The Corporation is subject to the Texas Public Information Act and shall at all times

comply with the requirement of that law.

ARTICLE 6

FISCAL YEAR

The Corporation’s fiscal year will begin on the first day of October and end on the last day in

September in each year.

ARTICLE 7

NOTICES

Notice by Mail or Telegram

7.01. Any notice required or permitted by these Bylaws to be given to a director or officer of the

Corporation may be given by mail or electronic transmission. If mailed, a notice is deemed

delivered when deposited in the mail addressed to the person at his or her address as it appears

on the corporate records, with postage prepaid. If given by electronic transmission, it is deemed

given the day after it is transmitted. A person may change his or her address in the corporate

records by giving written notice of the change to the secretary of the Corporation.

8

Signed Waiver of Notice

7.02. Whenever any notice is required by law or under the articles of incorporation or these

Bylaws, a written waiver signed by the person entitled to receive such notice is considered the

equivalent to giving the required notice. A waiver of notice is effective whether signed before or

after the time stated in the notice being waived.

Waiving Notice by Attendance

7.03. A person’s attendance at a meeting constitutes waiver of notice of the meeting unless the

person attends for the express purpose of objecting to the transaction of any business because the

meeting was not lawfully called or convened.

ARTICLE 8

AMENDING BYLAWS

These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted with the

recommendation of the Board and the approval of the Buda City Council.

ARTICLE 9

MISCELLANEOUS PROVISIONS

Legal Authorities Governing Construction of Bylaws

9.01. These Bylaws will be construed generally under Texas law and specifically under the Act.

All references in these Bylaws to statutes, regulations, or other sources of legal authority will

refer to the authorities cited, or their successors, as they may be amended from time to time.

Legal Construction

9.02. To the greatest extend possible, these Bylaws shall be construed to conform to all legal

requirements and all requirements for obtaining and maintaining all tax exemptions that may be

available to nonprofit corporations. If any bylaw provision is held invalid, illegal, or

unenforceable in any respect, the invalidity, illegality, or unenforceability will not affect any

other provision, and the bylaws will be construed as if they had not included the invalid, illegal

or unenforceable provision.

Headings

9.03. The headings used in the bylaws are for convenience and may not be considered in

construing the bylaws.

Number

9.04. All singular words include the plural, and all plural words include the singular.

9

Seal

9.05. The Board of Directors may provide for a corporate seal. Such a seal would consist of two

concentric circles containing the words “City of Buda 4B Corporation”, “Texas”, in one circle

and the word “Incorporated” together with the date of incorporation in the other circle.

CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting secretary of City of Buda 4B Corporation and that

these Bylaws constitute the Corporation’s Bylaws. These Bylaws were duly adopted at a

meeting of the Board of Directors held on November 5, 2001, and subsequently approved by the

City Council of the City of Buda, Texas.

As amended by the Board of Directors at a meeting held on , 2017, and

approved by the City Council on , 2017.

Dated: , 2017

_______________________________________

Joy Hart, Secretary of the Corporation

City Council Agenda Item ReportDate: Wednesday, November 8, 2017

Agenda Item No. 2017-729-Contact: Micah Grau

Subject: Deliberation and possible action to authorize the City Manager to execute awastewater treatment plant operations agreement between the City of Budaand the Guadalupe-Blanco River Authority (GBRA), subject to review andapproval-to-form of said agreement by the City Attorney (Assistant CityManager Micah Grau)

1. Executive SummaryThe current wastewater treatment plant operations agreement between the City of Buda and the GBRAis set to expire on November 30, 2017. City staff has been working with GBRA staff to negotiate a newoperating agreement. If approved, the new operation and maintenance agreement will take effect onDecember 1, 2017, and will include a five year term.

2. Background/HistoryThe City of Buda has partnered with the GBRA to operate and maintain the City's wastewatertreatment plant since 2001. City of Buda staff and GBRA staff agreed that a complete overhaul of theagreement was needed due to regulatory changes and changes in the manner in how both of ourorganizations operate today compared to when the original agreement was adopted in 2001.

While the agreement was re-written to better suit the needs of both parties, the framework for theagreement remains similar to how the City currently works with the GBRA. The budget developmentprocess will remain a collaborative process whereby GBRA will present a proposed budget to theCity by July 1 of each year. Staff and GBRA will negotiate the budget based on anticipated flow,operating costs, and required repair and maintenance. The City will continue to pay 1/12th of thecost of the budget each month with a cost "true up" at the end of the fiscal year. If a new budgetcannot be agreed upon, an interim budget based on the previous year's operating budget plus 5%will be enacted until a new budget can be negotiated.

Changes from the previous agreement include removal of references to debt payments to the GBRA.Because the City has not financed plant improvements through bonds issued by the GBRA, and theCity is financially capable of bonding for improvements independently, it was determined that thislanguage was no longer needed. If the City and GBRA, in the future, decide it is advantageous tofinance a plant expansion or improvements through GBRA, a separate financing agreement could beconsidered at that time.

Other changes include a better defined "Scope of Services and Operator's Responsibilities" (Article4). This section defines the roles and responsibilities of GBRA as the operator of the WWTP. Itestablishes a "Standard of Care" for operating the plant in a manner that aligns with industry bestpractices. It establishes GBRA's roles in operating and maintaining equipment of the facilityincluding the responsibility for routine maintenance, repairs, and replacement. The draft agreementidentifies staff standards at the facility and training.

The new agreement requires additional notifications and communications between the City andGBRA. GBRA is to notify the City each month of staffing changes so that City personnel can track whoshould and should not be accessing the site. Annual and monthly operation reports will providemore information on the operations and activities of the plant.

Additionally, GBRA will develop an emergency response plan to maintain plant operations duringemergency situations. GBRA will also complete a physical assessment of the plant and develop anasset management list of equipment to better help the City and GBRA plan for future repair andreplacement of equipment. This tool will enable the City to better anticipate future budget costsrelated to the plant. GBRA will develop an inventory of tools and materials at the plant to account foritems purchased through the City's budget appropriations. GBRA will also notify the City ofextraordinary costs that were not included as part of the annual operating budget but are needed tomaintain operations of the plant. This will give the City an opportunity to review such costs and offeralternative solutions.

The City's responsibilities include enforcement of the City's sanitary sewer ordinance so that wastewater delivered to the plant is within the allowable limits identified in the ordinance. This includesthe City's fats, oils, and grease management program and program to address inflow andinfiltration.

Lastly, the proposed agreement states that the City of Buda will retain ownership of the treatedeffluent. This is changed from the previous agreement which stated that treated effluent became theproperty of GBRA. By retaining ownership, the City has the ability to further expand it recycled water(purple pipe) program and to explore other options for re-use water in the future.

3. Staff's review and analysisCity staff worked closely with the City Attorney and GBRA staff to develop the proposed agreement.The agreement is viewed by staff as a partnership. The City gains by having a professional non-profitorganization operate the facility. Because GBRA operates numerous wastewater facilities in the area,they are able to flex and move resources and expertise among those sites as needed. GBRA gains byhaving direct control over the treatment process and can better manage what is discharged andflows into the Blanco river basin.

4. Financial ImpactThe costs associated with the operation, repair, and maintenance of the wastewater treatment plantand this agreement will continue to be treated as they have with the previous agreement. The GBRAwill submit a draft budget to the City Council by July 1 of each year. The proposed budget will l ist allanticipated costs transparently by line item. City staff will review and negotiate the budget beforebringing it to the City Council for approval. Additionally, a "true-up" provision is included so that ifoperations fall below the adopted budget, the City will receive a rebate at the end of the year or willpay for any agreed upon overages.

5. Summary/ConclusionIf approved by the City Council and the GBRA board at their meeting on November 15, the new

agreement will take effect December 1, 2017. The initial term of the agreement is for a five year term.The agreement will automatically renew for successive five year terms unless cancelled by eitherparty at least 180 days prior to the expiration of the current term. Either party may terminate theagreement for cause.

6. Pros and ConsPros: The City gains by having a professional non-profit organization operate the facility. BecauseGBRA operates numerous wastewater facilities in the area, they are able to flex and move resourcesand expertise among those sites as needed. GBRA gains by having direct control over the treatmentprocess and can better manage what is discharged and flows into the Blanco river basin.

7. AlternativesTwo alternatives are readily available but not recommended. First, the City could hire wastewatertreatment operators and assume operation of the plant and all responsibility for the plant. This isnot recommended at this time as the City does not have licensed wastewater treatment operators onstaff nor staffing levels available to assume operations. Furthermore, because GBRA operatesnumerous plants within the area, it enables GBRA to flex resources and distribute costs forprofessionaly trained staff between the different plants leading to greater efficiency.

The second option would be for the City to issue a request for proposals (RFP) to find a new operatorfor the plant. There are private operating companies that could operate the plant. However, becauseGBRA has a vested interest in the treatment and operations of the City's plant and other plantsnearby to help share resources, staff believes that GBRA provides the best value for operating theplant.

8. RecommendationStaff recommends approval of the item.

OPERATION AND MAINTENANCE AGREEMENT

OF

WASTEWATER TREATMENT SYSTEM

Between

GUADALUPE BLANCO RIVER AUTHORITY

and

The City of Buda, TX

(________, 2017)

i

TABLE OF CONTENTS

Article 1 DEFINITIONS 1

Article 2 PURPOSE 7

Article 3 REPRESENTATIONS AND WARRANTIES OF THE PARTIES 7 Section 3.1 Representations and Warranties of the Municipality ................................................... 7 Section 3.2 Representations and Warranties of the Operator .......................................................... 8 Section 3.3 Disclosure of Information; Discovery and Public Information Requests ..................... 9

Article 4 SCOPE OF SERVICES AND OPERATOR’S RESPONSIBILITIES 9 Section 4.1 General ......................................................................................................................... 9 Section 4.2 Standard of Care ........................................................................................................... 9 Section 4.3 Process Control .......................................................................................................... 10 Section 4.4 Routine Maintenance of the Facilities and Equipment ............................................... 10 Section 4.5 Repairs and Replacement ........................................................................................... 10 Section 4.6 Staffing ....................................................................................................................... 11 Section 4.7 Testing and Laboratory Analysis ............................................................................... 11 Section 4.8 Odor and Noise Control ............................................................................................. 11 Section 4.9 Safety .......................................................................................................................... 12 Section 4.10 Communications ......................................................................................................... 12 Section 4.11 Reports ....................................................................................................................... 12 Section 4.12 Emergency Response ................................................................................................. 13 Section 4.13 Accounting Records ................................................................................................... 14 Section 4.14 Inventory and Condition of Facilities Equipment ...................................................... 14 Section 4.15 Manufacturers’ Warranties ......................................................................................... 15 Section 4.16 SCADA ...................................................................................................................... 15 Section 4.17 Ancillary Revenue ...................................................................................................... 15 Section 4.18 Accounting ................................................................................................................. 16 Section 4.19 Audits ......................................................................................................................... 16 Section 4.20 Energy Audits ............................................................................................................. 16

Article 5 CAPITAL PROJECTS 16

Article 6 ENVIRONMENTAL COMPLIANCE 17

Article 7 MUTUAL RESPONSIBILITIES 17 Section 7.1 Municipality’s and Operator’s Representatives ......................................................... 17 Section 7.2 Permits ........................................................................................................................ 17 Section 7.3 Utilities ....................................................................................................................... 18 Section 7.4 Compliance with Laws ............................................................................................... 18 Section 7.5 License to Use the Facilities ....................................................................................... 18 Section 7.6 Notice of Litigation .................................................................................................... 18 Section 7.7 Access......................................................................................................................... 18 Section 7.8 Sanitary Sewer Overflow and Infiltration and Inflow ................................................ 19 Section 7.9 Approval or Disapproval of Proposed Extraordinary Costs ....................................... 19 Section 7.10 Disposal of Process Residue and Sanitary Sewer System Residue ............................ 19 Section 7.11 General Authority ....................................................................................................... 20

Article 8 COMPENSATION 20 Section 8.1 Base Compensation and Budget ................................................................................. 20

ii

Section 8.2 Adjustment Process .................................................................................................... 20 Section 8.3 Additional Services .................................................................................................... 21 Section 8.4 Other Costs and Expenses .......................................................................................... 21 Section 8.5 Remittance for Space at Facilities .............................................................................. 22 Section 8.6 Taxes .......................................................................................................................... 22 Section 8.7 Payments .................................................................................................................... 22

Article 9 TERM AND TERMINATION 22 Section 9.1 Term ........................................................................................................................... 22 Section 9.2 Termination ................................................................................................................ 22

Article 10 RISK MANAGEMENT/LIABILITY 23 Section 10.1 Proportionate Responsibility ...................................................................................... 23 Section 10.2 Operator’s Insurance .................................................................................................. 24 Section 10.3 Municipality Insurance ............................................................................................... 24 Section 10.4 Operator’s Liability .................................................................................................... 25

Article 11 Point of Delivery and Title 25 Section 11.1 Point of Delivery and Title. ........................................................................................ 25

Article 12 MISCELLANEOUS 25 Relationship 25 Section 12.1 Construction ............................................................................................................... 25 Section 12.2 Entire Agreement; Amendments ................................................................................ 26 Section 12.3 Waiver ........................................................................................................................ 26 Section 12.4 Assignment ................................................................................................................. 26 Section 12.5 Force Majeure ............................................................................................................ 26 Section 12.6 Governing Law and Venue ......................................................................................... 26 Section 12.7 Notices ........................................................................................................................ 26 Section 12.8 Severability ................................................................................................................. 27 Section 12.9 Counterparts ............................................................................................................... 27 Section 12.10 Modification of Agreement ........................................................................................ 27 Section 12.11 Survival ...................................................................................................................... 28

EXHIBITS

Exhibit A Baseline Water & Wastewater Conditions

Exhibit B Municipality’s Environmental Permits

Exhibit C Description of Facilities

Exhibit D Compensation Formula

Exhibit E Municipal Provided Items

Page 1

WASTEWATER TREATMENT PLANT OPERATION AND MAINTENANCE AGREEMENT

THIS WASTEWATER TREATMENT PLANT OPERATION AND MAINTENANCE AGREEMENT (hereinafter, the “Agreement”) is made and entered into this _____ day of _______, 2017, by and between the City of Buda, a municipal corporation organized under the laws of the State of Texas (hereinafter the “Municipality”), and GUADALUPE-BLANCO RIVER AUTHORITY, a governmental agency of the State of Texas, a conservation and reclamation district and a body politic and corporate, created and operating under the provisions of the Guadalupe-Blanco River Authority Act, as amended (compiled as Article 8280-106, Vernon's Texas Civil Statutes), enacted pursuant to Article XVI, Section 59 of the Constitution of Texas, (hereinafter the “Operator”).

WHEREAS, the Municipality desires to hire a professional entity to operate and maintain the Municipality’s Facilities (defined below) and the Operator desires to provide said operations and maintenance services to the Municipality,

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and subject to the terms and conditions herein stated, the parties agree as follows:

Article 1 DEFINITIONS

“Abnormal or Biologically Toxic Material” is defined as any substance or combination of substances contained in the influent wastewater received or treated at any of the Facilities in sufficient concentrations or amounts so as to either:

(i) interfere with the biological processes necessary for the removal of organic and chemical constituents from the wastewater in a manner required to meet Applicable Law including the discharge limits specified in the Municipality’s Environmental Permit(s); or

(ii) cause the effluent wastewater discharged from the Facilities to become or create other materials classified as hazardous waste as defined under RCRA and/or hazardous substances as defined under CERCLA; or

(iii) cause the Process Residue produced by the Facilities to become or create other materials classified as hazardous waste as defined under RCRA and/or hazardous substances as defined under CERCLA.

Abnormal or Biologically Toxic Materials may include, but are not limited to, concentrations of heavy metals, phenols, cyanides, pesticides, herbicides, priority pollutants as listed by USEPA, or any substance that violates the local or USEPA standards for finished water after the routine processing of the influent wastewater and raw water.

“Adjustment Date” shall mean the first day of the first month of the Municipality’s Fiscal Year.

Page 2

“Administrative and General Expenses” shall mean the costs incurred within Operator’s General Division related to the management and administration of all of its operations including but not limited to accounting, budgeting, cash management, human resources, auditing, information technology, records management, procurement, and governing board matters.

“Affiliate” shall mean “related parties” to the Operator and Municipality within the meaning of Section 144(a) (3) of the Internal Revenue Code.

“Agreement” is defined in the Preamble to this Agreement.

“Agreement Year” is defined as each consecutive twelve (12) month period during the term of the Agreement (including the renewal options) that begins on the first day of the Municipality’s fiscal year and ends on the last day of the Municipality’s fiscal year; provided, however, the first Agreement Year shall run from the Commencement Date of this Agreement through the end of the Municipality’s fiscal year.

"Annual Facilities Expenditures" is defined as the total of all expenses incurred annually by the Operator in connection with the discharge of its operating and maintenance responsibilities as provided by Section 4.4 of this Agreement. The Annual Facilities Expenditures shall specifically include, but shall not be limited to, all materials, supplies, parts, tools, outside subcontractors, specialized services, rental equipment, utilities, and all of the Operator's Administrative and General Expenses as defined herein, personnel costs, overtime costs, and related benefits. As stated in Section 4.5 hereunder, any individual expenditure for the repair and/or replacement of Facilities’ equipment or structure, other than a Capital Improvement, that has not been previously approved of by Municipality shall be subject to the Municipality’s prior approval before being incurred except when an Emergency exists as described in Section 4.12. The cost of such expenditures actually incurred shall be included in the Annual Facilities Expenditures amount used in the Adjustment Process described in Section 8.2.

“Applicable Law” is defined as those laws, rules, regulations, codes, administrative and judicial orders, directives, guidelines, judgments, rulings, interpretations or similar requirements or actions of any federal, State, local government, agency or executive or administrative body of any of the foregoing having jurisdiction over Municipality or Operator, including CERCLA and RCRA, in each case that pertain to the (a) parties’ respective responsibilities under this Agreement; (b) operation or maintenance of the Facilities; (c) health and welfare of individuals working at or visiting the Facilities; and (d) the treatment and disposal of the Municipality’s wastewater, Process Residue and/or related wastes. This definition specifically includes the terms, conditions, requirements or schedules of any administrative or judicial settlement or enforcement related, in any way, to the Facilities, to the treatment of the Municipality’s wastewater, to the handling, transportation, treatment and disposal of Process Residue and to each of the Municipality’s Environmental Permits issued for the Facilities.

“Additional Services” shall mean services performed by the Operator that are outside of Operator’s scope of Services as set forth in Article 4 of this Agreement.

“Authorized Representative” is defined in Section 7.1 of this Agreement.

“Base Compensation” is defined in Section 8.1 of this Agreement.

Page 3

“Baseline Wastewater Conditions” or “Baseline Conditions” shall mean the hydraulic influent flow of wastewater received and/or processed at the Facilities and the maximum wastewater influent loading limits contained in such influent wastewater, all as outlined in Exhibit A. The Baseline Conditions shall be reset and adjusted on each and every Adjustment Date to reflect the actual influent hydraulic flows and loadings processed at the Facilities during the Agreement Year just ended.

“Budgeted Annual Facilities Expenditures” is defined as the total of all expenses annually budgeted by the Operator in connection with the discharge of its operational and maintenance responsibilities as provided by Section 4.4 of this Agreement. The Budgeted Annual Facilities Expenditures shall specifically include, but shall not be limited to, all materials, supplies, parts, tools, outside subcontractors, specialized services, rental equipment, utilities and all of the Operator's Administrative and General Expenses, personnel costs, overtime costs, and related benefits.

“Capital Improvement(s)” shall mean changes, modifications, additions, or upgrades to the Facilities constructed or implemented by the Municipality or with the Municipality’s prior approval.

“CERCLA” is defined as the federal Comprehensive Environmental Response Compensation and Liability Act, as same may be amended from time to time, 42 USC §9601 et seq.

“Change of Law” is defined as the occurrence of any of the events listed in (i) through (iv) below, which results or can reasonably be expected to result in: (a) the need to make a Capital Improvement at or to the Facilities in order for the Operator to operate the Facilities in accordance with this Agreement and Applicable Law; or (b) an increase or decrease to the cost of managing, operating or maintaining the Facilities in accordance with this Agreement and Applicable Law; or (c) a material and adverse effect on the scope of the Operator’s liabilities or obligations under this Agreement; in the event that:

(i) there is passed or promulgated any federal, State, or other local law, statute, ordinance, rule or regulation different from those existing on the date this Agreement is executed; or

(ii) there is passed or promulgated any amendment to, or change in, any federal, State, or other local law, statute, ordinance, rule or regulation (including any applicable sales tax regulation) following the date of this Agreement; or

(iii) following the execution of this Agreement, there comes into existence an order or judgment of any federal, State, or local court, administrative agency or other governmental body containing interpretations of any Applicable Law relating to the operation or maintenance of the Facilities or the health and safety of the Operator’s employees that is inconsistent with generally accepted interpretations in effect on the date this Agreement is executed; or

(iv) after the effective date of this Agreement, any change occurs which affects the issuance or renewal, or causes a suspension, termination, interruption, revocation, denial or failure of renewal (for reasons other than Operator fault or failure by the

Page 4

Operator to comply with the terms of this Agreement) of any official permit, license or necessary approval by the USEPA, the Occupational Safety and Health Administration or the Texas Commission on Environmental Quality.

“Commencement Date” shall mean the date designated by the parties hereunder for the commencement of their respective obligations. The parties agree that the Commencement Date shall be December 1, 2017.

“Environmental Compliance” is defined in Article 6.

“Facilities” or “Municipality’s Facilities” is defined as the wastewater treatment plant and all associated facilities as described in Exhibit C to this Agreement.

“Force Majeure” is defined as any act, event, or condition to the extent that it adversely impacts the cost of performance of, or adversely affects the ability of, either party to perform any obligation under this Agreement (except for payment obligations) if such act, event or condition, in light of any circumstances that should have been known or reasonably believed to have existed at the time, is beyond the reasonable control and is not a result of the willful or negligent act, error, omission or failure to exercise reasonable diligence on the part of the party relying thereon; provided, however, that the contesting party in good faith or failure in good faith to contest such action or inaction shall not be construed as a willful or negligent act, error, omission or lack of reasonable diligence of either party.

(a) Inclusions subject to the foregoing, such acts, events or conditions may include, but shall not be limited to, the following:

(i) an act of God, landslide, earthquake, fire, explosion, flood, hurricane, tornado, sabotage, or similar occurrence, acts of a public enemy, terrorism, extortion, war, blockade, insurrection, riot or civil disturbance;

(ii) the failure of any appropriate governmental agency, besides the Operator, or private utility to provide and maintain utilities;

(iii) any failure of title to the Facilities or any placement or enforcement of any lien, charge or encumbrance on the Facilities or on any improvements thereon that is not consented to in writing by, or arising out of any action or agreement entered into by, either party to the Agreement;

(iv) the inability of the Operator and its subcontractors to gain and maintain access to all areas of the Facilities and/or adjoining the Facilities where the Operator is required to provide services or perform any work hereunder;

(v) the preemption, confiscation, diversion, destruction, or other interference by, on behalf, or with authority of a governmental body in connection with a declared or asserted public emergency or any condemnation or other taking by eminent domain or similar action, in the possession of property, equipment or materials located at the Facilities, or in the performance of the Services to be performed by Operator hereunder;

Page 5

(vi) strikes, work stoppages, or labor disputes affecting the Operator and any subcontractor (excluding material suppliers) of the Operator;

(vii) with respect to the Operator, the presence at the Facilities of (i) subsurface structures, materials or conditions having historical, geological, archeological, religious or similar significance; (ii) any habitat of an endangered or protected species; or (iii) functioning subsurface structures used by utilities on, underneath, near or adjacent to the Facilities;

(viii) with respect to the Operator, (i) the presence anywhere in, on or under the Facilities on the Commencement Date of underground storage tanks; (ii) the presence of hazardous materials or regulated substances in environmental media anywhere in, on or under the Facilities as of the Commencement Date; (iii) the off-site migration of pollutants and/or off-site contamination, including any migration of pollutants that is not caused by the negligence of the Operator; or (iv) contamination of the Facilities from groundwater, soil or airborne hazardous materials or regulated substances migrating from sources outside the Facilities to the extent not caused by the Operator’s negligence;

(ix) with respect to the Operator, damage to the Facilities caused by third parties not related to or under the control of the Operator including, but not limited to, other contractors and subcontractors for the Municipality;

(x) the failure of any subcontractor or supplier to furnish services, materials, chemicals or equipment on the dates agreed to, but only if such failure is the result of an event that would constitute Force Majeure if it affected the Operator directly, and the Operator is not able after exercising all reasonable efforts to timely obtain substitutes; and

(xi) the breach of this Agreement by one of the parties to the extent that it adversely impacts the non-breaching party’s cost of performance under this Agreement or adversely affects the ability of the non-breaching party to perform any obligation under this Agreement,

(b) Exclusions. None of the following acts, events or conditions shall constitute an event of Force Majeure:

(i) general economic conditions, interest or inflation rate fluctuations, commodity prices or changes in process, or currency or exchange rate fluctuations;

(ii) changes in the financial condition of the Municipality, the Operator, or any of their Affiliates or subcontractors;

(iii) union work rules which increase the Operator’s operating cost for the Facilities; provided however, that such a change shall be subject to adjustment under Section 8.2;

Page 6

(iv) any impact of prevailing wage laws on the Operator’s costs, provided however that such requirements or demands may constitute a Change of Law entitling the Operator to additional compensation through the annual Adjustment Process described in Section 8.2;

(v) the consequence of Operator error, including any errors of Operator Affiliates or subcontractors; and/or

(vi) litigation against the Municipality and/or Operator.

“Municipality” is defined in the Preamble to this Agreement.

“Municipality’s Discharge Permit(s)” and/or “Discharge Permit(s)” shall refer to all permits and licenses issued to Municipality and required for the discharge of wastewater from the Facilities.

“Municipality’s Environmental Permit(s)” or “Environmental Permit(s)” shall refer to the Municipality’s Discharge Permits and all other permits and licenses issued to the Municipality and required for the discharge of wastewater from the Facilities. Copies of all Environmental Permits are attached as Exhibit B to this Agreement.

“Non-Processible Influent” is defined as influent water or wastewater (i) which contains Abnormal or Biologically Toxic Materials; (ii) which is otherwise detrimental to the operation and performance of the Facilities; (iii) which is not pre-treated pursuant to Article 24.04 of the Municipality’s Code of Ordinances; or (iv) which exceeds the design capabilities of the Facilities as defined by the Operations and Maintenance Manual for the Facilities or as provided in submissions made to regulatory agencies in connection with the construction and/or the permitting of the Facilities.

“Operator” is defined in the Preamble to this Agreement.

“Process Residue” is defined as grit, screenings, sludge, biosolids and other residue generated by or through the operation of the Facilities.

“RCRA” is defined as the Resource Conservation Recovery Act, as same may be amended from time to time, 42 USC §8921 et seq.

“Sanitary Sewer System Residues” is defined as grit, screenings, sludge, fats, oils, grease and other residue collected within, generated by or through the operation of the Sanitary Sewer System.

“SCADA” is defined as a computer system for supervisory control and data acquisition for gathering and analyzing real time data at the Municipality’s Facilities.

“Services” is defined in Section 4.1.

“Sewer Use Ordinance” is defined as the Municipality’s ordinance, order, regulation or policy which establishes the requirements for persons discharging wastewater to Municipality’s sewer system, as same may be amended from time to time.

Page 7

“Shutdown” is defined as the cessation or substantial interruption of normal operations at the Facilities due to the failure of operating equipment or interruption of the processes of the Facilities for reasons other than the negligence of the Operator or its employees, agents or subcontractors.

“State” is defined as the State of Texas.

“TCEQ” is defined as the Texas Commission on Environmental Quality or its successor with jurisdiction.

“USEPA” refers to the United States Environmental Protection Agency or its successor with jurisdiction.

Article 2 PURPOSE

Commencing on the Commencement Date and during the term of this Agreement, the Municipality agrees to engage the Operator as an independent contractor to operate and maintain the Facilities, and Operator agrees to operate and maintain the Facilities in accordance with the terms and conditions of this Agreement, Applicable Law, and all permits, licenses, manufacturer’s protocols, and specifications applicable to the operation and maintenance of the Facilities. Each party hereto agrees that it will cooperate in good faith with the other and its agents, employees, representatives, officers, contractors, and subcontractors to facilitate the performance of the mutual obligations set forth in this Agreement.

Article 3 REPRESENTATIONS AND WARRANTIES OF THE PARTIES

Section 3.1 Representations and Warranties of the Municipality

Municipality hereby represents and warrants that, as of the date hereof:

(a) It is a municipal corporation of the State duly organized, validly existing and in good standing under the laws of the State, with all legal right, power and authority to enter into this Agreement, to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, and to enter into and perform its obligations under this Agreement.

(b) This Agreement, Municipality’s execution and delivery of this Agreement and Municipality’s performance of its obligations hereunder, have been duly and validly authorized. This Agreement has been validly executed and delivered by Municipality and constitutes a legal, valid, and binding obligation of Municipality, enforceable in accordance with its terms.

(c) Municipality’s execution, delivery, and performance of this Agreement will not conflict with, or result in any violation of, or constitute a default or a condition which upon notice or lapse of time, or both, would constitute a default under any judgment, order, writ, injunction, decree, rule, regulation, permit, license, note, agreement, mortgage, deed, contract or other instruments that apply to, or which bind Municipality or any of its assets and properties.

Page 8

(d) There are no actions, suits, proceedings or governmental investigations pending, or, to its best knowledge, threatened against it or its assets or properties, and no judgments, decrees, orders, rulings, writs or injunctions outstanding against it or its assets or properties, that would in any case have a material adverse effect upon Municipality’s ability to execute this Agreement or otherwise to consummate and perform its respective obligations hereunder.

(e) The Municipality and its representatives are fully familiar with this Agreement and the obligations set forth herein, including all the exhibits and schedules attached to this Agreement, if any, and Municipality is fully capable of performing and complying with the same.

(f) The Municipality does not warrant or guarantee any amount of wastewater to flow to the Facilities. The Municipality may use any collection, disposal, or treatment options available to it, at its sole discretion, including by not limited to services commonly referred to as pump and haul operations. The parties acknowledge that all treatment and disposal options utilized by the Municipality that are different from the treatment and disposal option provided by the Facilities may impact the costs of such treatment and disposal and the parties shall adjust the Budgeted Annual Facilities Expenditure amount accordingly.

Section 3.2 Representations and Warranties of the Operator

Operator hereby represents and warrants to Municipality that, as of the date hereof:

(a) It is a governmental agency of the State of Texas duly organized, validly existing and in good standing under the laws of the State of Texas, and qualified to conduct business in the State with full power and authority to enter into this Agreement, to carry on its business as now conducted and as proposed to be conducted, and to enter into and perform this Agreement.

(b) This Agreement, Operator’s execution and delivery of this Agreement, and Operator’s performance of its obligations hereunder, have been duly and validly authorized by Operator by all necessary action. This Agreement has been validly executed and delivered by Operator and constitutes a legal, valid and binding obligation of Operator, enforceable in accordance with its terms.

(c) The execution, delivery and performance of this Agreement will not conflict with, or result in any violation of, or constitute a default or a condition which upon notice of lapse of time, or both, would constitute a default, under the organizational documents of Operator nor under any judgment, order, writ, injunction, decree, rule, regulation, permit, license, note, agreement, mortgage, deed, contract or other instruments that apply to, or which bind, Operator or any of its assets or properties.

(d) There are no actions, suits, proceedings or governmental investigations pending, or, to its best knowledge, threatened against it or its assets or properties, and no judgments, decrees, orders, rulings, writs or injunctions outstanding against it or its assets or properties, that would in any case have a material adverse effect upon Operator’s ability

Page 9

to execute this Agreement or otherwise to consummate and perform its respective obligations hereunder.

(e) The Operator is fully familiar with this Agreement and the obligations set forth herein, including all exhibits and schedules attached to this Agreement, if any, and Operator is capable of performing and complying with same.

Section 3.3 Disclosure of Information; Discovery and Public Information Requests

The Municipality and the Operator each represent and warrant to the other that each has disclosed, and will in the future disclose, any and all information it now has, or may have in the future, relating to the Facilities that may be relevant to the other in performing its duties and obligations. Such information shall include, but shall not be limited to, the appropriate sections of any vulnerability or security assessment performed (including any vulnerability assessments performed in accordance with 42 USCS §300i–2 or any other similar statute), environmental audits, prior permit violations and/or dealings with regulatory agencies. The Municipality and the Operator each acknowledge that they are subject to disclosure requirements under applicable laws, including without limitation the Texas Public Information Act, Tex. Govt. Code § 552.001, et seq., and that they may be required under applicable law to disclose certain information. Each party agrees that if any information request is made of them pursuant to any such laws, the party receiving the requests will, as soon as reasonably possible, notify the other party as provided for notifications in this contract in such a manner that the other party may take steps to protect the confidential information so requested. Neither party shall be obligated to the other party under this Agreement to petition authorities or courts to resist public disclosure of any information requested under applicable public disclosure or discovery laws.

Article 4 SCOPE OF SERVICES AND OPERATOR’S RESPONSIBILITIES

Section 4.1 General

Subject to the terms and conditions provided herein, the Operator shall provide, at all times during the term of this Agreement, unless earlier terminated, the labor, tools, equipment and materials, including an on-site routine stock of chemicals necessary for the operation and maintenance of the Facilities to the extent specifically set forth in this Article 4 (hereinafter the “Services”). The Services include: (a) treatment of wastewater influent delivered to the Facilities; (b) routine preventive maintenance of the Facilities; (c) laboratory testing and analysis; and (d) preparation and prompt delivery of all applicable and required filings, including discharge reports, to Municipality and to regulatory agencies as prescribed by Applicable Law. Specifically, the Operator shall be responsible for providing the Services under this Agreement at all times.

Section 4.2 Standard of Care

The Services provided under this Agreement are of a professional nature and shall be performed in accordance with the degree of skill and care ordinarily exercised by members of Operator’s profession in the geographic region of the Facilities.

Page 10

Section 4.3 Process Control

(a) The Operator shall operate and maintain the Facilities and all equipment and processes contained therein in accordance with relevant operation and maintenance manuals for the Facilities, Applicable Law, and the Environmental Permits.

(b) During any Municipality-approved construction or other modification of the Facilities, the Municipality and the Operator will work together to maintain Operator’s access to the Facilities and to minimize disruption and outages to the Facilities’ existing equipment and components. The Municipality and the Operator will jointly develop a plan that will address protection to the Facilities’ equipment and processes during any such construction and/or other rehabilitation period while providing for the continued operation of the Facilities to the extent reasonably possible.

(c) As available, Municipality shall provide Operator true and exact copies of all record drawings, as built drawings, operating and maintenance manuals, and other documents necessary to effectively and efficiently operate the Municipality-approved constructed or modified Facilities prior to start-up of said Facilities.

(d) All operation manuals, processes, practices, policies, or other documents developed by Municipality, Operator or a third party, including equipment manufacturers, used or developed for the operation and/or maintenance of the Facilities shall, at all times, be owned by the Municipality. Upon request, Operator shall make such operation manuals, processes, practices, policies, or other documents available to the Municipality.

Section 4.4 Routine Maintenance of the Facilities and Equipment

Subject to the limitations set forth in Section 4.5, Section 8.2 and Section 8.4 below, the Operator shall (i) perform routine preventive maintenance in accordance with manufacturers’ specifications and approved operating and maintenance procedures developed for equipment and processes of the Facilities; (ii) repair and/or replace equipment; (iii) clean and lubricate equipment; (iv) make equipment inspections and needed adjustments; (v) perform predictive maintenance as appropriate; (vi) perform building and grounds janitorial services for the Facilities and cleaning of all equipment and vehicles; (vii) perform plumbing and electrical maintenance; (viii) maintain vehicles and light duty service trucks necessary for daily operations; and (ix) maintain all of the Facilities’ instrumentation, including instrumentation provided to the Operator by the Municipality pursuant to this Agreement. Operator shall schedule and track all preventive and corrective maintenance and perform spare parts inventory control in accordance with standard industry practice.

Section 4.5 Repairs and Replacement

(a) The Operator shall initially, subject to the Municipality’s compensation obligations of Article 8, be responsible for all Annual Facilities Expenditures not to exceed the Budgeted Annual Facilities Expenditures without the prior consent of the Municipality or except in an Emergency as further described in Section 4.12 below.

Page 11

(b) The Operator shall not incur any single maintenance related expenditure that is not included in the Budgeted Annual Facilities Expenditure amount approved by the Municipality

(c) without the prior written approval of the Municipality, except in the case of an Emergency as further described in Section 4.12 below. When the Operator determines that a condition constitutes an Emergency, the Operator may begin taking the necessary abatement action, including all necessary equipment repairs, immediately without the Municipality’s prior approval. Any cost incurred during the Emergency shall be included in the Annual Facilities Expenditures, subject to the Municipality’s subsequent review and approval.

Section 4.6 Staffing

(a) The Operator shall provide qualified and, where required, licensed staffing for the operation and maintenance of the Facilities in accordance with the Municipality’s Environmental Permits. The Operator is an Equal Opportunity Employer. The Operator will employ personnel to provide the Services under this Agreement that have the same level of training, health monitoring and other supervision, including drug testing, that Operator employs to work on other comparable facilities that the Operator owns and/or operates. The Operator shall provide on the Commencement Date and annually within thirty (30) days of an Agreement Year thereafter to the Municipality the names of all personnel that may be working at the facilities and update the list with any changes monthly. The parties acknowledge and agree that employees of the Operator who work at or on the Facilities are not employees of the Municipality.

(b) The Operator shall provide an appropriate level of training for its personnel.

(c) Before commencing consulting work related to the Facilities, names of third party consulting firms engaged by the Operator shall be provided to the Municipality for approval. Without express, written approval or consent of the Municipality, third party consulting firms may not enter the Facilities.

Section 4.7 Testing and Laboratory Analysis

Operator shall perform or shall contract with a laboratory certified by the State to perform all sampling and laboratory analysis required by the Municipality’s Environmental Permits. Laboratory procedures and analysis shall conform to the then current edition of Standard Methods for the Examination of Water and Wastewater, or shall be in accordance with testing requirements of the Municipality’s Discharge Permits.

Section 4.8 Odor and Noise Control

(a) Operator shall operate the Facilities within the limits and capabilities of the Facilities’ equipment to effectively control odor and noise.

(b) Odor complaints received by the Operator shall be reported to the Municipality within twenty-four (24) hours and contain the name, address, phone number, date and time,

Page 12

Operator contact person, nature of odor, probable origin of the odor and the action the Operator will implement, if any, or has implemented to remedy and/or mitigate said odor.

(c) Odor complaints received by the Municipality shall be reported to the Operator within twenty-four (24) hours. Operator will take appropriate actions to mitigate potential odors within the limits of Section 4.2 and Section 4.8 (a) above.

Section 4.9 Safety

The Operator shall implement a proper safety program prior to beginning its Services under this Agreement. Such safety program shall comply with Applicable Laws and Environmental Permits and Operator agrees that it will adhere to all portions of that safety program; provided however that under all circumstances, Operator does not herein, and does not assume any obligation or incur any liability for any injury, death or damage, other than to employees or property of Operator, caused by (i) unsafe site conditions not created by the Operator or by any of its agents, employees, and subcontractors, (ii) work being performed by other parties not related to the Operator, (iii) the negligence of Municipality, and/or (iv) the negligence of any third party not related to the Operator. However, this does not limit the Operator’s liability in any manner except as provided in Article 10.

Section 4.10 Communications

(a) The Municipality hereby provides consent for the Operator to interface with regulatory agencies in matters related to compliance with the Municipality’s Environmental Permits, including the Discharge Permits, and/or with respect to matters required under the Operator’s staff certification and licensing requirements and/or as otherwise necessary to comply with Applicable Law, including communication during an Emergency. Operator shall, as soon as practicable and in reasonable detail, inform the Municipality of the subject matter of such communications with regulatory agencies.

(b) All other communications with regulatory agencies, the media, or community groups may occur only upon Municipality’s request or with Municipality’s prior approval.

Section 4.11 Reports

(a) Operator shall maintain computerized and other necessary records of operations, maintenance, repair and improvement activities at the Facilities and shall prepare and submit to the Municipality a monthly report, delivered to the Municipality not later than twenty (20) days following the end of each month, including a narrative and itemized summary of operations, maintenance, repair and replacement activities and data required for monthly reporting to local, State and federal agencies. The monthly report shall also include the following items: (i) insurance claims that are filed or pending related to the Services performed hereunder; and (ii) copies of all reports and correspondence made by the Operator to local, State and federal regulatory agencies on behalf of the Municipality.

(b) The Operator shall collect the data for all permit monitoring and operating reports required by Applicable Law or by this Agreement and shall deliver the required monitoring and operating reports to the Municipality and to the appropriate regulatory

Page 13

agencies having competent jurisdiction over same. If required pursuant to Applicable Law, the Operator shall attest as to the accuracy and completeness of the data collected for each report. The Municipality, however, shall at all times be responsible for maintaining all required permits for the ownership and operation of the Facilities.

(c) All Facilities’ records and data, including but not limited to operation reports, laboratory reports and monitoring documentation, but excluding Operator’s budgetary and financial information, are the property of the Municipality. Operator shall retain at least one electronic or hard copy of such records unless Operator remits the records to Municipality or written consent of the Municipality is received to destroy such records. All site-specific operating procedure guidelines, preventive maintenance and safety programs and plant evaluation reports will, upon termination of this Agreement, become and remain the property of the Municipality.

(d) Operator shall prepare and submit to the Municipality within 60 days of the Agreement Date a report which includes a narrative and itemized summary of operations, maintenance, repair and replacement activities for the preceding Agreement Year. The report shall also include an assessment report on the conditions of the Facilities and process equipment. The assessment report shall include a list of repair or replacement projects that are included in the Budgeted Annual Facilities Expenditures as well as future projects or Capital Improvements that might be necessary to ensure that the operation of the Facilities will conform to Applicable Law together with the projected costs associated with same. This assessment will not take the place of an evaluation by a Professional Engineer.

(e) The Municipality agrees to execute any forms or confirm to the applicable regulatory authorities that the Operator has the Municipality’s consent and authorization to file any reports that this Section 4.11 or other provisions of this Agreement require the Operator to file.

Section 4.12 Emergency Response

(a) Operator shall provide Emergency response when required. Emergencies include situations in which, absent Operator’s action, there is a risk of: (i) the Facilities’ noncompliance with Applicable Law; (ii) failure of the Facilities to operate; (iii) circumstances affecting the safety of persons or property; (iv) adverse impact of extreme weather conditions and other natural or man-made disasters; and (v) the occurrence of an event of Force Majeure or Shutdown.

(b) Operator shall provide said Emergency response as promptly as possible, but, absent extraordinary circumstances, within ninety (90) minutes of being notified of the existence of the Emergency and the need to respond thereto.

(c) All costs incurred by the Operator in responding to Emergencies shall be borne by the Municipality through the Annual Facilities Expenditure amount and the Adjustment Process described in Section 8.2.

Page 14

(d) In the event of sudden damage or destruction of any portion of the Facilities, or in the event of an Emergency which in the reasonable judgment of the Operator is likely to result in material loss or damage to any portion of the Facilities, or constitute a threat to human health or safety, the Operator may suspend operations of those portions of the Facilities which are reasonably determined to be affected by the Emergency and may make such Emergency repairs as are necessary to mitigate or reduce such loss, damage or threat. The Operator shall provide prompt notice to the Municipality of any such damage, destruction or threat and of any Emergency repairs that have or will be taken. The Municipality and the Operator shall cooperate in good faith in pursuing reasonable measures to mitigate any threats to human health or safety, or the environment.

(e) Within thirty (30) days of the Commencement Date, the Operator shall develop an Emergency response plan that shall designate Emergency team members and identify the standard operating procedures to be followed. In the event of an evacuation, the Operator will report to the Municipality’s designated Emergency management location, or other site to be specified by the Municipality’s Authorized Representative.

Section 4.13 Accounting Records

Operator shall maintain up-to-date financial and accounting records for the operation and maintenance of the Facilities. The records must be kept in accordance with the Operator's standard accounting practices and made available to the Municipality within thirty (30) working days of Municipality’s written request.

Section 4.14 Inventory and Condition of Facilities Equipment

(a) Within ninety (90) days of the Commencement Date, Operator shall submit a written inventory of all tools, equipment, and materials, consumables and expendable supplies, and spare parts that are assets of the Municipality. The written inventory will be updated annually within ninety days after the expiration of each Agreement Year.

(b) Within ninety (90) days of the Commencement Date, the Operator shall also submit a written inventory of any and all Process Residue and Collection System Residue stockpiled or contained at the Facilities. Municipality agrees and shall take all necessary measures to ensure that, after a period of six (6) months from the Commencement Date, the volume or quantity of all Process Residue and Collection System Residue stockpiled or contained at the Facilities shall not exceed the volume or quantity of Process Residue and Collection System Residue typically generated from the operation of the Facilities or Collection System in an average month. The written inventory will be updated annually within ninety days after the expiration of each Agreement Year.

(c) The Municipality shall have twenty (20) days after receipt of the reports to verify and accept Operator’s written inventories submitted pursuant to this Section 4.14(a) and (b).

(d) At the termination of this Agreement, the Operator shall provide the Municipality with inventory in quantity and/or value equal to or greater than the initial inventory, reasonable wear and tear excepted.

Page 15

(e) All equipment, tools, inventory, materials, other durable goods or consumables purchased by Operator and at a cost to the Municipality for use at the Facilities shall be considered at all times property of the Municipality, unless specifically agreed to by the parties to the contrary.

(f) The Operator and the Municipality may establish a “check-out” system whereby any tools, equipment, or materials at the Facilities that are removed by the Municipality for other uses are tracked, signed for by the Municipality, and the return of which are signed for by the Operator.

Section 4.15 Manufacturers’ Warranties

(a) Municipality shall inform manufacturers’ of new equipment in writing that Operator is authorized to maintain warranties on Municipality’s behalf. Operator’s responsibility under Section (b) below does not commence until Municipality provides copies of such written correspondence to Operator.

(b) The Operator shall be responsible for maintaining all manufacturers’ warranties on new equipment purchased by the Municipality after the Commencement Date. In addition, the Operator shall assist the Municipality in enforcing the warranties and guarantees, if any, for existing equipment used in connection with the operation of the Facilities. Under no circumstances shall the Operator’s obligations hereunder include any express or implied warranties with respect to all Facilities equipment.

(c) Before the 120th day before the expiration of a manufacturer’s warranty, Operator shall inform the Municipality of the expiration of the manufacturer’s warranty. Upon written request of the Municipality, Operator shall ensure that the warrantied item is tested by the an appropriate professional to ensure that the item is in good and working like manner and performs within acceptable parameters. If the equipment or item is not working as designed, then Operator shall work to ensure that a timely and proper warranty claim is made to the appropriate entity.

Section 4.16 SCADA

The Operator shall operate, maintain, and monitor a SCADA system at the Municipality’s Facilities at all times in order to ensure the Municipality’s Facilities are operating properly and in compliance with Applicable Laws and permits. Upon demand, Operator shall share and disclose SCADA data to Municipality. SCADA data shall be kept a minimum of five (5) years. All SCADA data shall be owned by the Municipality. Facility SCADA system may be incorporated within and monitored by existing or future Operator SCADA systems so long as Operator SCADA systems do not impair the function or security of the Facility SCADA system.

Section 4.17 Ancillary Revenue

In addition to the Operator compensation generated hereunder, any ancillary or additional revenue opportunities that may be identified or pursued by Operator, including but not limited to water testing, lab testing, or water sampling, at the Facilities or by materials or products

Page 16

originating at the Facilities must be approved by the Municipality. An agreement to share revenue must also be signed prior to commencement of any such operations.

Section 4.18 Accounting

Operator covenants and agrees that it will maintain financial records relating to the operation, maintenance, and repair of the Facilities as a separate utility system in keeping with standard accounting practices and the same shall be available for inspection by the Municipality.

Section 4.19 Audits

Within 120 days of Operator’s fiscal year end following each anniversary date of this Agreement, Operator will have its financial records audited by a certified public accountant in good standing and shall provide the Municipality a copy of the Operator’s Comprehensive Annual Financial Report .

Section 4.20 Reports

Exhibit E attached hereto and incorporated herein for all purposes contains a list of reports to be produced and filed or shared with the parties under the terms of this Agreement. In the event that there is a conflict between the terms of this Agreement and Exhibit E, the Agreement controls.

Section 4.20 Energy Audits

The Operator will have an energy audit conducted at least every other year to identify efficiencies that the Operator and Municipality can implement. The costs for such energy audits shall be included in the Annual Facilities Expenditures. Prior to having an audit conducted, the Operator and the Municipality shall agree on the level of detail that will be used to conduct the audit.

Article 5 CAPITAL PROJECTS

(a) It is anticipated that Capital Improvements at the Facilities will be made by Municipality at its sole cost and expense. However, Municipality and Operator may agree in writing from time to time that Operator will make a Capital Improvement(s) subject to reimbursement by Municipality. Operator shall provide maximum cooperation in order to facilitate the construction and integration of the Capital Improvement into the Facilities. Regardless of who constructs the Capital Improvement, upon completion, the Capital Improvement shall be considered part of the Facilities.

(b) At no time may the Operator make any Capital Improvement, or other improvements, to the Facilities without the express written consent of the Municipality.

Page 17

Article 6 ENVIRONMENTAL COMPLIANCE

The Operator agrees that within the physical limits of the Facilities, the operation of the Facilities will comply with all provisions of Applicable Law, including the Municipality’s Environmental Permits, subject to none of the following conditions occurring:

(a) The receipt at the Facilities of influent that contains Non-Processible Influent; and/or

(b) An event of Force Majeure or Shutdown; and/or

(c) Municipality’s failure or refusal to approve or fund necessary Capital Improvements, maintenance, repair, and/or replacement; and/or

(d) Municipality’s failure or refusal to approve operational/process changes necessary in order to allow the Operator to continue to comply with Applicable Law; and/or

(e) Municipality’s failure or refusal to operate or support the operations of the Sanitary Sewer System to the same Standard of Care as required of the Operator and Section 7.8 below and such failure or refusal negatively impacts the ability of the Operator to comply with Section 6.1; and/or

(f) Actions of Third Parties under the direction of Municipality that negatively impacts the ability of the Operator to comply with Section 6.1 Environmental Compliance.

In the event that the Operator is excused from meeting the provisions of this Article 6 for any of the reasons set forth above, the Operator shall provide the best treatment reasonably possible within the constraints of the Facilities’ design, condition and physical limitations and shall resume normal operations within a reasonable time following the correction of the conditions listed above.

Article 7 MUTUAL RESPONSIBILITIES

Section 7.1 Municipality’s and Operator’s Representatives

On or before the Commencement Date, the Municipality and the Operator shall each designate an authorized representative (each an “Authorized Representative”) to administer this Agreement. Either party to this Agreement shall provide written notice to the other party of any change to the Authorized Representatives no less than fifteen (15) days prior to said change. Unless otherwise noted, notices to a party under this agreement shall be provided to the Authorized Representative of the appropriate party.

Section 7.2 Permits

The Municipality shall be responsible for obtaining, maintaining and directly paying for all State, federal, and local permits, certifications, and licenses required for ownership, operation and maintenance of the Facilities, including without limitation, the Municipality’s Environmental Permits. Municipality shall also be responsible for the payment of all regulatory and governmental fees associated with ownership and operation of the Facilities and the Municipality’s equipment used in connection with the operation and maintenance of the

Page 18

Facilities. The Operator shall provide reasonable assistance to the Municipality in obtaining and maintaining all required State, federal, and local permits and licenses associated with the ownership, operation and maintenance of the Facilities.

Section 7.3 Utilities

The Operator agrees to arrange for the delivery of, and provide for utility services necessary to the operation of the Facilities, including without limitation, water, electricity, natural gas services, phone and high-speed internet service and shall be responsible for maintaining such services. Expenses incurred by the Operator under this Section 7.3 shall be included in the Annual Facilities Expenditures and paid for by the Municipality at the actual cost of the utility without any mark-up by Operator.

Section 7.4 Compliance with Laws

The Municipality will comply with Applicable Law pertaining to the management, ownership, operation, maintenance, repair and replacement of the Facilities to the extent that the responsibility of complying with those laws is not specifically assumed by the Operator under the terms of this Agreement. The Operator shall not be responsible for Municipality’s failure to comply with any provision of Applicable Law that is not otherwise specifically assumed by the Operator hereunder.

Section 7.5 License to Use the Facilities

The Municipality hereby grants the Operator, without charge, a license during the term of this Agreement for the Operator’s use of the Facilities, including all equipment, structures, facilities and vehicles under Municipality’s ownership and which have been assigned by Municipality to the Facilities including, but not limited to, those items listed in Exhibit E.

Section 7.6 Notice of Litigation

In the event that the Municipality receives notice of or undertakes the defense or the prosecution of any action, claim, suit, administrative or arbitration proceeding or investigation in connection with the ownership, operation and/or maintenance of the Facilities and/or this Agreement, the Municipality shall give the Operator prompt notice of such proceedings and shall inform the Operator in advance of all hearings regarding such action, claim, suit, proceeding, or investigation. In the event the Operator receives notice of any action, claim, suit, administrative or arbitration proceeding or investigation in connection with the ownership, operation and/or maintenance of the Facilities and/or this Agreement, the Operator shall give Municipality prompt notice of such proceedings.

Section 7.7 Access

The Municipality shall have full and unrestricted access to any and all parts of the Facilities to review the performance of the Operator and inspect the Facilities during normal business hours. If notice is not provided prior to any such visit or inspection, such visit or inspection must be announced immediately upon the arrival of the visiting and/or inspection party at the Facilities. In connection with such visits and inspections, the Municipality agrees on behalf of itself, and

Page 19

further agrees to require its agents, licensees, or invitees, to comply with all reasonable safety rules and regulations adopted by the Operator and/or promulgated by any governmental authority that regulates work place safety. Municipality shall not allow its employees, agents, licensees, or invitees to operate or manipulate in any fashion any controls or equipment within the Facility without express consent of Operator.

Section 7.8 Sanitary Sewer Overflow and Infiltration and Inflow

(a) The Municipality shall be responsible for complying with applicable sanitary sewer overflow regulations under local, State and federal laws and the Operator shall not be responsible for any such noncompliance or resulting penalties or fines.

(b) The Municipality shall maintain all sewer lines, pipes, force mains, and all other water and wastewater transportation lines that are not part of the Facilities under Operator’s control in a manner that will control, to the extent practicable, any leakage of water and/or wastewater from or any infiltration or inflow of storm water into any such lines to the extent that the infiltration or inflow causes damage to the operation of any of the Facilities.

Section 7.9 Approval or Disapproval of Proposed Extraordinary Costs

In the event that the Operator provides written notice to the Municipality in accordance with Section 4.5(b) that it proposes to incur an expenditure requiring the Municipality’s approval, the Municipality shall provide Operator with approval or disapproval of the proposed action within forty-eight (48) hours of receipt of such notice. In the event that the Operator does not receive notice of approval or disapproval within forty-eight (48) hours, the Municipality will be deemed to have approved of the proposed action. The Municipality shall provide Operator with a contact who is authorized to take action and give approvals on behalf of the Municipality and who can respond within in 2 hours for items that are needed on an emergency basis.

Section 7.10 Disposal of Process Residue and Sanitary Sewer System Residue

(a) The Municipality is responsible for and shall provide for the removal and transport of Process Residue and Sanitary Sewer System Residue in compliance with Applicable Law.

(b) The Municipality shall remove Process Residue and Sanitary Sewer System Residue from the Facilities within thirty (30) days following notification by the Operator that such removal is necessary for proper operation of the Facilities and/or compliance with Applicable Law.

(c) While the Operator may, from time to time, assist the Municipality with the loading and removal of Process Residue and Sanitary Sewer System Residue, title and ownership of Process Residue and Sanitary Sewer System Residue shall remain with the Municipality notwithstanding such services by the Operator.

Page 20

Section 7.11 General Authority

The Municipality shall perform all duties and discharge all responsibilities and obligations relating to the operation and maintenance of the Facilities not expressly assumed by the Operator pursuant to the terms of this Agreement.

Article 8 COMPENSATION

Section 8.1 Base Compensation and Budget

(a) Operator shall bill and Municipality shall pay monthly for Services performed pursuant to this Agreement for each month or partial month between the Commencement Date and the Municipality’s next fiscal year end. Thereafter, the Municipality shall pay the Operator each month 1/12th of the then-current Budgeted Annual Facilities Expenditures (the “Base Compensation”). The Base Compensation shall be payable, in advance, on the first day of each and every month for the duration of the Agreement, as adjusted pursuant to subparagraph (b) below.

(b) At least 90 days before the start of each Agreement Year during the term of this Agreement, Operator shall provide Municipality with a budget document describing the basis of the following fiscal year’s tentative Budgeted Annual Facilities Expenditures and resulting Base Compensation for such year. Municipality shall review and approve of this budget document at least 60 days prior to the beginning of an Agreement Year. If Municipality fails to approve the budget within said period, the parties shall collaborate to consider budget changes acceptable to both parties. During the pendency of such collaborations, the previous year’s Base Compensation shall be the basis of Operator’s monthly billings to Municipality. If the parties are unable to reach an agreement within 90 days following the start of the new Agreement Year, the previous year’s Base Compensation plus five percent (5%) shall be the basis of Operator’s monthly billings to Municipality. Said amount will continue to be charged until the parties agree on a Base Compensation.

Section 8.2 Adjustment Process

The Operator will track Annual Facilities Expenditures and quarterly, based on the Municipality’s fiscal year, shall provide the Municipality with a year-to-date report on the preceding quarter, no later than the 20th day after the beginning of the next quarter. . If, at any point during the Municipality’s fiscal year, the actual Annual Facilities Expenditures incurred to that point exceed the year-to-date Budgeted Annual Facilities Expenditures, the Operator will provide notice to Municipality of such exceedance. Thereafter at fiscal year end, the Operator shall undertake an Adjustment Process such that any portion of the Budgeted Annual Facilities Expenditures that has not been spent at the end of each Agreement Year will be reimbursed to the Municipality within sixty (60) days following the end of the Municipality’s fiscal year. Similarly, if actual Annual Facilities Expenditures exceed the Budgeted Annual Facilities Expenditures amount at year end, such exceedance shall be billed by Operator to Municipality and paid within sixty (60) days.

Page 21

Section 8.3 Additional Services

Except in connection with an Emergency or Shutdown, the parties shall agree upon a price for any Additional Services to be provided by the Operator prior to the delivery of such Additional Services. The Municipality shall pay the Operator at the agreed price for any Additional Services within thirty (30) days of receipt of Operator’s invoices for such Additional Services.

Section 8.4 Other Costs and Expenses

Unless specifically provided otherwise in this Agreement, the Operator will not be required to bear the costs of the following:

(a) Expenses resulting from a change in the scope of Services or physical change(s) to the Facilities in accordance with Section 8.5;

(b) Expenses resulting from a Change of Law in accordance with Section 8.5;

(c) All repairs necessitated by the occurrence of a disabling event qualifying under the definition of Force Majeure or Shutdown hereunder;

(d) Special, additional or extraordinary expenses incurred by the Operator in providing an emergency response following the occurrence of a disabling event qualifying under the definition of Force Majeure or Shutdown hereunder;

(e) Expenses related to municipal or private surveillance and alarm monitoring by third party vendors;

(f) Fire protection;

(g) Professional engineering fees;

(h) Expenses resulting from hydraulic or organic loads exceeding the Baseline Conditions.

(i) Expenses incurred from the treatment of Non-Processible Influent, including without limitation, any penalties and fines that may be assessed as a result there from;

(j) All costs attributable to the transportation and disposal of Process Residue and Sanitary Sewer System Residue;

(k) Capital Improvements, unless agreed to otherwise by the parties;

(l) Taxes as provided in Section 8.6 below;

(m) All expenses necessitated by the repair and/or replacement of equipment or structure damages by parties unrelated to and not under the supervision of the Operator;

(n) Any and all Annual Facilities Expenditures in excess of the Municipality approved

amounts; and

Page 22

(o) Any cost for each and every other obligation assumed by the Municipality pursuant to this Agreement, but not specifically delineated in this Section 8.4.

The Municipality shall directly pay and/or reimburse and/or compensate the Operator for all expenses incurred or paid by the Operator for those items listed in (a) through (p) above within thirty (30) days of Operator’s submission of Operator’s invoices unless such expenses are included in the Annual Repair and Maintenance Expenditure.

Section 8.5 Remittance for Space at Facilities

The Operator Agrees to remit $150.00 per month back to the Municipality for the Operator’s use of office space at the Facilities and for storage space for the Operator’s equipment used by the Operator for activities not related to the Services provided under this Agreement for as long as the Operator continues to use the office space or storage space during the term of this Agreement.

Section 8.6 Taxes

Municipality shall pay directly or reimburse Operator for any taxes that Operator may be required to pay under Applicable Law, including without limitation, any and all sales, use, gross receipts and/or transaction privilege taxes due in connection with or as a result of the Operator’s purchase, consumption, or use, in performing the Services hereunder, of tangible personal property and/or subcontracted services.

Section 8.7 Payments

Any and all payments due to either party under this Agreement, including without limitation, interest for late payments, shall be governed by the terms of the Prompt Payment Act, Tex. Govt. Code § 2251.001, et seq.

Article 9 TERM AND TERMINATION

Section 9.1 Term

(a) This Agreement shall remain in full force and effect to the end of Municipality’s fiscal year end following the fifth (5th) anniversary of the Commencement Date unless terminated for cause as provided for in Section 9.2 below.

(b) Thereafter, this Agreement shall be automatically renewed for successive five (5) year periods unless cancelled in writing by either party at least one hundred eighty (180) days prior to the expiration of the then current term. Modifications to the Base Compensation shall be made pursuant to Section 8.1(b) of this Agreement.

Section 9.2 Termination

(a) The failure of either party to comply with any of the material terms of this Agreement shall constitute a default. Upon default by one party, the other party shall send written Notice of Termination. Such notice shall clearly specify the nature of the default and provide the defaulting party forty-five (45) days to cure the default. If the default is

Page 23

capable of being cured within forty-five (45) days but is not cured within forty-five (45) days, the Agreement shall terminate at midnight of the forty-fifth (45th) day following receipt of the Notice. In the case of default that cannot be cured within forty-five (45) days, this Agreement shall not terminate so long as the defaulting party has given written notice of the extension to the other party and the defaulting party has commenced and is diligently pursuing a cure. Evidence of such cure and its diligent pursuit shall be provided from the party determined to be in default to the satisfaction of the other party.

(b) In the event of the termination of this Agreement under (a) above, the Municipality shall pay Operator for the Services provided and invoiced by Operator up to the effective date of termination plus the unamortized balance of Capital Improvements or items listed in Article 5 that are financed or paid for by the Operator as reflected on Operator’s financial statements. Payment shall be made within thirty (30) days of the date of termination.

Article 10 RISK MANAGEMENT/LIABILITY

Section 10.1 Proportionate Responsibility

(a) This section applies:

(i) In the event that actions are commenced and prosecuted against either the Municipality or the Operator for claims, damages, or civil or administrative penalties arising from activities to be performed by either Party under this Agreement and the applicable party has notified the other party of the claims, damages or civil or administrative penalties and seeks contribution from the other party; or,

(ii) In the event that an administrative order or judgment, whether prosecuted or voluntarily agreed to by a party, is rendered against either the Municipality or the Operator for Operator for damages or civil or administrative penalties arising from activities to be performed by either Party under this Agreement, and the Municipality or the Operator seeks contribution from the other.

(b) Each Party’s responsibility shall be determined in the manner prescribed for the determination of Proportionate Responsibility under Texas Civil Practice and Remedies Code § 33.001, et seq. (the “Proportionate Responsibility Statute”) and as prescribed by this Section 10.1. The Proportionate Responsibility Statute shall cover all events described in subsection (a) regardless of whether such events are described in said the Proportionate Responsibility Statute. Further, in assigning proportionate responsibility under this Section, § 33.001 of the Proportionate Responsibility Statute shall not be controlling on the parties.

(c) In determining proportionate responsibility, any relevant factors (including defenses) under the Proportionate Responsibility Statute may be raised, and any duties or responsibilities that either the Municipality or the Operator has under this Agreement may be raised, including without limitation, the factors to be considered

Page 24

in determining the Operator’s environmental compliance obligations under Section 6.1 hereof.

(d) Notwithstanding any provision to the contrary contained in this Agreement, in no event shall either party be liable, either directly or as an indemnitor of the other party, for any special, punitive, indirect and/or consequential damages, including damages attributable to loss of use, loss of income or loss of profit even if such party has been advised of the possibility of such damages.

(e) Nothing herein shall be construed to have any effect on any defenses or immunities that either the Municipality, the Operator, the members of their respective governing bodies, or their officers and employees have or may hereafter have.

Section 10.2 Operator’s Insurance

(a) The Operator shall provide and maintain at least the following levels of insurance or risk management coverage at all times subsequent to the execution of this Agreement:

(i) Commercial General Liability Insurance, including contractual liability, with a limit of one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate; and

(ii) Workers Compensation Insurance in compliance with the statutes of the State that has jurisdiction over Operator’s employees engaged in the performance of Services hereunder, to the required statutory amount; and

(iii) Automobile Liability Insurance with a combined single limit in the amount of one million dollars ($1,000,000).

(b) The Operator will furnish the Municipality with certificates of insurance which evidence that policies providing the required coverage and limits are in full force and effect. In addition, the Operator will name the Municipality as an additional insured on the general liability policy and automobile liability policy with respect to the Services performed under this Agreement during the term of this Agreement except for any claim against or loss suffered by the Municipality arising as a result of Municipality’s negligence or fault and, in circumstances of joint fault or negligence, except to the extent of the loss attributable to the Municipality’s proportionate degree of negligence or fault. Operator agrees to provide the Municipality with thirty (30) days notice prior to cancellation of any policy hereunder.

Section 10.3 Municipality Insurance

The Municipality will maintain all risk property insurance for the full replacement value of the Facilities; including coverage for flood and losses resulting from certified and non-certified acts of terrorism.

Page 25

Section 10.4 Operator’s Liability

In the event that claims(s) raised against the Operator on account of this Agreement, or on account of the Services performed hereunder, is/are covered under Operator’s insurance policies required of the Operator hereunder, the Operator shall be responsible for any loss, damage or liability up to those policy limits.

Article 11 Point of Delivery and Title

Section 11.1 Point of Delivery and Title.

The initial point of delivery to the Facilities shall be at the existing concrete screening structure or such other point of delivery established by mutual agreement of the Municipality and Operator. The Municipality and Operator may designate substitute or additional points of delivery at any time by mutual agreement.

Title to all wastewater and effluent while at the Facilities shall remain in the Municipality for use as it sees fit.

Article 12 MISCELLANEOUS

Relationship

The relationship of the Operator to the Municipality is that of independent contractor for all purposes under this Agreement, including for the purposes of applicable wage, tax, fringe benefit and worker compensation laws. This Agreement is not intended to create, and shall not be construed as creating, between Operator and Municipality, the relationship of principal and agent, joint venturers, co-partners or any other similar relationship, the existence of which is hereby expressly denied.

Section 12.1 Construction

In construing this Agreement, the following principles shall be followed: (i) no consideration shall be given to the captions of the articles, sections, subsections or clauses, which are inserted for convenience in locating the provisions of this Agreement and not as an aid in construction; (ii) no consideration shall be given to the fact or presumption that any of the parties had a greater or lesser hand in drafting this Agreement; (iii) examples shall not be construed to limit, expressly or by implication, the matter they illustrate; (iv) the word “includes” and its syntactic variants mean “includes, but is not limited to” and corresponding syntactic variant expressions; (v) the plural shall be deemed to include the singular, and vice versa; (vi) each gender shall be deemed to include the other genders; (vii) each exhibit, appendix, attachment and schedule to this Agreement is a part of this Agreement; and (viii) any reference herein or in any schedule hereto to any agreements entered into prior to the date hereof shall include any amendments or supplements made thereto.

Page 26

Section 12.2 Entire Agreement; Amendments

This Agreement contains the entire agreement between the Municipality and the Operator and supersedes all prior or contemporaneous communications, representations, understandings or agreements. This Agreement may be modified only by a written amendment signed by both parties.

Section 12.3 Waiver

The failure on the part of either party to enforce its rights as to any provision of this Agreement shall not be construed as a waiver of its rights to enforce such provisions in the future.

Section 12.4 Assignment

This Agreement shall be binding upon the successors and assigns of each of the parties, but neither party shall assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. The Municipality may assign this Agreement to a new owner of the Facilities if the Municipality sells the Facilities, provided, however, that such assignee expressly and in writing assumes all obligations of the Municipality under this Agreement now or as hereafter amended. Nothing contained in this Section 12.4 shall be construed to release either party in the event of an assignment of either party’s interest.

Section 12.5 Force Majeure

A party’s performance of any obligation under this Agreement shall be excused if, and to the extent that, the party is unable to perform because of any event of Force Majeure. In any such event, the party unable to perform shall be required to resume performance of its obligations under this Agreement upon the termination of the event or cause that excused performance hereunder.

Section 12.6 Governing Law and Venue

The Agreement shall be governed by and construed in accordance with the laws of the State. The parties agree that the venue of any action arising from this Agreement shall be in the appropriate State court having competent jurisdiction located in the judicial district in which the Municipality is located.

Section 12.7 Notices

(a) All notices described in Section 12.7 (b) and (d) shall be in writing. Notice required under Section 12.7(b) or (d) shall be deemed given when the writing is mailed, postage paid by certified mail, return receipt requested. Electronic mail notice shall be deemed given when a message is sent to the relevant address provided below. Addresses and the recipients for notice may be changed by a Party at any time, provided at least 5 business days’ written notice is given as prescribed in Section 12.7(b) or (d), as applicable.

(b) Notices required to be given to the Operator will be addressed to: Guadalupe-Blanco River Authority

Page 27

933 East Court Street Seguin, Texas 78155 ATTN: Kevin Patteson, General Manager/CEO

(b) Any notices relating to operation of the Facilities including, without limitation, notices relating to emergencies at the Facilities shall also be provided by electronic mail and telephone to: Public Works Director Email: mbeggs@ci.buda.tx.us Telephone: (512) 801-3199

(c) Notices required to be given to the Municipality will be addressed to:

City of Buda 121 Main Street P. O. Box 1380 Buda, Texas 78610-1218 ATTN: Kenneth Williams, City Manager

(b) Any notices relating to operation of the Facilities including, without limitation, notices relating to emergencies at the Facilities shall also be provided by electronic mail and telephone to:

Public Works Director Email: mbeggs@ci.buda.tx.us Telephone: (512) 801-3199

Section 12.8 Severability

Should any part of this Agreement for any reason be declared invalid or void, such declaration will not affect the remaining parts of this Agreement, which will remain in full force and effect as if the Agreement had been executed with the invalid portion eliminated.

Section 12.9 Counterparts

This Agreement may be executed in more than one counterpart, each of which shall be deemed an original.

Section 12.10 Modification of Agreement

No change in or modification, termination or discharge of this Agreement, in any form whatsoever, shall be valid or enforceable unless it is in writing and signed by the party to be

Page 28

charged therewith or its duly Authorized Representative, provided, however, that any change in or modification, termination or discharge of this Agreement expressly provided for in this Agreement shall be effective as so provided.

Section 12.11 Survival

Termination or expiration of this Agreement shall not release either party from any liabilities or obligations set forth in this Agreement which (i) the parties have expressly agreed shall survive any such termination or expiration; or (ii) remain to be performed or by their nature would be intended to be applicable following such termination or expiration.

IN WITNESS WHEREOF, the parties have duly executed this Agreement effective as of the date first set forth above.

MUNICIPALITY:

By:

Title:

GBRA

By:

Title:

Approved as to form and legal sufficiency this ______ day of _________________, ________.

Page 29

EXHIBIT A BASELINE WASTEWATER CONDITIONS

The estimated costs for Services under this Agreement are based upon the following:

(a) ______ (MGD – Wastewater);

(b) ______ BOD5 (lb/day)

(c) ______ TSS (lb/day)

(d) _______NH3-N (lb/day)

(e) _______Total P (lb/day)

Page 30

EXHIBIT B MUNICIPALITY’S ENVIRONMENTAL PERMITS

Page 31

EXHIBIT C DESCRIPTION OF FACILITIES

I. Wastewater facilities

a. [INSERT]

Page 32

EXHIBIT D MUNICIPAL PROVIDED ITEMS

I. [INSERT]

Page 1

EXHIBIT E

Section Affected Obligation Responsible Party Frequency

4.6 (a) Provide names of all personnel that may be working at the facilities

Operator Annually – Commencement Date and within 30 days of an Agreement Year

4.6 (a) Update personnel list with any changes

Operator Monthly

4.8 (c) Report complaints of odor to Operator

Municipality Within 24 hours of receipt

4.10 (a) Inform Municipality of subject matter of communications with regulatory agencies related to Municipality’s Environmental Permits

Operator As soon as practicable

4.11 (a) Narrative and itemized summary of operations, maintenance, repair and replacement activities and shall include the following items: (i) insurance claims that are filed or pending related to the Services performed hereunder; and (ii) copies of all reports and correspondence made by the Operator to local, State and federal regulatory agencies on behalf of the Municipality

Operator Not later than 20 days following the end of every month

4.11 (b) Deliver the required monitoring and operating reports to the Municipality and to the appropriate regulatory agencies

Operator As required by Applicable Law

4.11 (d) A narrative and itemized summary of operations,

Operator Within 60 days of the Agreement Date

Page 2

Section Affected Obligation Responsible Party Frequency maintenance, repair and replacement activities for the preceding Agreement Year. The report shall also include an assessment report on the conditions of the Facilities and process equipment. The assessment report shall include a list of repair or replacement projects that are included in the Budgeted Annual Facilities Expenditures as well as future projects or Capital Improvements that might be necessary to ensure that the operation of the Facilities will conform to Applicable Law together with the projected costs associated with same.

4.13 Maintain up-to-date financial and accounting records for the operation and maintenance of the Facilities

Operator Within thirty (30) working days of Municipality’s written request

4.14 (a) Provide detailed inventory of Facilities tools, equipment, and materials, consumables and expendable supplies, and spare parts that are assets of the Municipality

Operator Annually – Commencement Date and within 90 days of the end of an Agreement Year

4.14 (b) Submit a written inventory of any and all Process Residue and Collection System Residue stockpiled or contained at the Facilities

Operator Annually – Commencement Date and within 90 days of the end of an Agreement Year

4.14 (c) Verify and accept Operator’s written inventories submitted pursuant to this Section 4.14 (a) and (b)

Municipality Twenty (20) days after receipt

Page 3

Section Affected Obligation Responsible Party Frequency

4.15 (c) Inform Municipality of Expiring warranties

Operator Before the 120th day of the expiration of the warranty

4.19 Operator shall audit its financial records

Operator Within 120 days of Operator’s FY end

7.1 Provide written notice of change in Authorized Representative

Both 15 days

7.3 (b) Perform an energy audit Operator At least every other year

7.10 Remove Process Residue and Sanitary Sewer System Residue

Municipality Within thirty (30) days following notification by the Operator that such removal is necessary

8.1 (b) Operator shall provide Municipality with a budget document describing the basis of the following fiscal year’s tentative Budgeted Annual Facilities Expenditures and resulting Base Compensation for such year

Operator At least 90 days before the start of each Agreement Year

8.1 (b) Municipality shall review and approve of this budget document at least 60 days prior to the Agreement Year

Municipality

1

WWTP Operations Agreement

• GBRA has operated the wastewater treatmentplant since 2001

• Current agreement cannot be renewed andexpires 11/30/17

Overview

• Overhaul requested by City and GBRA

• Budget development similar to current model

• Remove language related to GBRA debt financing

• Language added to address ownership of tools, plans, and equipment

• City retains ownership over treated effluent

2

Operations

• Standard of Care: GBRA will operate the plan in a professional nature consistent with industry standards

• Maintain equipment based on maintenance manuals – Inventory and assess all equipment– Complete preventative maintenance– Develop maintenance schedule/plan

• Remote monitoring of Supervisory control and data acquisition (SCADA) system

• Emergency response 24-7

Operations

• GBRA to provide qualified staff and training

• Odor control

– Each party will notify the other of odor and noise complaints

– GBRA will control and mitigate odor and noise within the “limits and capabilities of the Facilities’ equipment”

• Conduct energy audits every other year to identify operational efficiencies

3

Operations

• Environmental Compliance

– GBRA will treat all wastewater in compliance with City’s permits within the physical limits of the facility

– City responsible for addressing non-processibleinfluent before it reaches the WWTP

– City to fund necessary repairs and maintenance needed to operate the facility

Budget

• GBRA provide draft by July 1 of each year

• City charged 1/12 of adopted budget each month

• “True-up” at the close of fiscal year

• Interim budget if one cannot be agreed upon

– Previous year’s budget + 5%

4

Reporting & Notification

• Monthly and annual reports defined in agreement

– Monthly report on operations, maintenance, and repair

– Collect data for reporting to TCEQ

• Exhibit E details the reporting requirements

• GBRA to provide notice of “extraordinary costs” to City; City has 48 hours to approve or not approve

Term

• Five year term beginning December 1, 2017

• Automatically renews for additional five year terms unless either party provides 180 day notice

• Either party may terminate agreement for cause

5

Risk Management & Liability

• Operator insurance

– Commercial General Liability: $1M/$2M

– Workers Compensation

– Automobile Liability: $1M

• City will also secure property insurance for facility

• No indemnification clause

• “Proportionate responsibility”

City Council Agenda Item ReportDate: Wednesday, November 8, 2017

Agenda Item No. 2017-732-Contact: John Nett

Subject: Deliberation and possible action to adopt a Resolution designating andappointing the Planning and Zoning Commission as the Capital ImprovementsAdvisory Committee for the purpose and development of a roadway impactfee study (City Engineer John Nett)

1. Executive SummaryThe City Council has previously approved the Planning & Zoning Commission to serve in the capacityof a Capital Improvements Advisory Committee (CAIC) for the purpose of developing impact fees. Thisresolution formalizes and affirms that direction for the recently approved Roadway Impact FeeStudy. The current membership composition of the Planning & Zoning Commission satisfies therequirement that the committee include a representative from the real estate, building, ordevelopment profession.

2. Background/HistoryLocal Government Code Section 395.058 establishes that a City must appoint a CapitalImprovements Advisory Committee. This section provides membership requirements, and allows forthe appointment of the Planning & Zoning Commission to serve in this role. It also provides that CityCouncil must ensure a representative from the real estate, building, or development profession ispart of the membership as a member of the Planning & Zoning Commission or through appointmentof additional persons exclusively for the impact fee process.

3. Staff's review and analysisThe City Council indicated previously a desire to use the Planning and Zoning Commission withsupplementary individuals appointed for the purpose of impact fee consideration. This is bestpractice in the State of Texas. In addition, it is consistent with past adoptions of impact fees in Buda.The appointment of Eric Ross to the Planning & Zoning Commission in April 2017 satisfies arequirement to have a member from the real estate profession.

4. Financial ImpactFunding for the previously approved Roadway Impact Fee Study was included in the Fiscal Year2017-18 budget and is available in Engineering Department professional services account100.4315.540.5404.

5. Summary/ConclusionThis resolution is a required measure to document use of the Planning & Zoning Commission as theCapital Improvements Advisory Committee to satisfy Local Government Code Section 395.058. It isconsistent with best practices across the state as well as prior adoptions of impact fees in Buda.

6. Pros and ConsNot applicable

7. AlternativesNot applicable

8. RecommendationStaff recommends the City Council consider approval of the resolution affirming the Planning &Zoning Commission as the Capital Improvements Advisory Committee for the purposes of developingroadway impact fees.

1

RESOLUTION NO. 2017-R-__

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BUDA, TEXAS, APPOINTING THE PLANNING AND ZONING COMMISSION AS THE ADVISORY COMMITTEE FOR THE PURPOSES OF DEVELOPING ROADWAY IMPACT FEES UNDER CHAPTER 395 OF TEXAS LOCAL GOVERNMENT CODE; AND DECLARING AN EFFECTIVE DATE.

WHEREAS, the City Council finds the City of Buda is a Texas Home-Rule Municipality as that term is defined by Texas law; and

WHEREAS, the City Council finds the State of Texas has delegated to the City of Buda

the ability to develop impacts fee as a charge or assessment against new development in order to generate revenue for funding or recouping the costs of capital improvements or facility expansions necessitated by and attributable to the new development; and

WHEREAS, the City Council has authorized an impact fee study to determine whether

to adopt land use assumptions, a capital improvements plan, and impact fees for roadway infrastructure in accordance with Texas Local Government Code Chapter 395; and

WHEREAS, the City’s Planning and Zoning Commission under Texas Local

Government Code Chapter 395 may serve as the Capital Improvements Advisory Committee required by statute for the purpose of developing impact fees; and

WHEREAS, the City intends to fully comply with Texas Local Government Code

Chapter 395, as amended, in the notice, adoption, promulgation, and methodology necessary to adopt impact fees; and

WHEREAS, this Resolution was adopted at a meeting of the Buda City Council held in

strict compliance with the Texas Open Meetings Act at which a quorum of the City Council Members were present and voting; NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Buda, Texas that: Section 1. The Planning and Zoning Commission hereby is appointed as the advisory committee for impact fees and is authorized to undertake the functions set forth in Section 16.02.009 of the City Code of Ordinances; and

Section 2. Should a member of the Planning & Zoning Commission resign or be removed from office, the City Council shall appoint additional members, as necessary, to satisfy the Capital Improvements Advisory Committee membership requirements of Texas Local Government Code Chapter 395.058; and

2

Section 3. The City Manager or his/her designee shall direct the required engineering

studies to develop a capital improvements plan and impact fees for roadway facilities, with the fees for such services, to the extent allowed by law, to be paid from the impact fees to be collected; and

Section 4. Should any portion or part of this Resolution be held for any reason invalid or

unenforceable by a court of competent jurisdiction, the same shall not be construed to affect any other valid portion hereof, but all valid portions hereof shall remain in full force and effect; and

Section 5. That this Resolution shall take effect immediately upon execution by the

Mayor.

DULY PASSED and APPROVED, on the 8th day of November, 2017. CITY OF BUDA, TEXAS ____________________________________ Todd Ruge, Mayor ATTEST: ______________________________ Alicia Ramirez, City Secretary

City Council Agenda Item ReportDate: Wednesday, November 8, 2017

Agenda Item No. 2017-733-Contact: Victor Castill

Subject: Deliberation and possible action to award RFP 18-001 to T Construction LLC -Houston, TX for the FM 967 Wastewater Relocation Project and to authorizethe City Manager to execute said contract (Purchasing Manager VictorCastillo)

1. Executive SummaryThe Fiscal Year 2018 budget was adopted by the City Council on September 19, 2017. Within theCapital Improvement Plan budget, funds were allocated for the FM 967 Wastewater relocationproject. A Request for Proposals was issued on September 27, 2017, with T Construction LLC-Houston, TX coming in as the lowest responsible bid.

2. Background/HistoryThe relocation is necessary in order to accommodate future growth projects in the area, particularlythe Robert S Light Blvd. expansion. These funds were allocated as part of the Fiscal Year 2018 budgetand were included in the adopted Capital Improvement Plan within the Wastewater Fund.

3. Staff's review and analysisRequest for Proposals was issued on September 27, 2017. A total of 7 bids were submitted. Theengineering firm Binkley and Barfield Inc. drafted the design for the improvements and reviewed theproposals along with City staff. They recommended awarding the bid to T Construction LLC -Houston,TX. City staff concurs with their recommendation.

4. Financial ImpactThe recommended bid amount of $199,786.40 is less than the $285,000 budgeted for this project.Budget $285,000Available: $285,000Requested: $199,787

5. Summary/ConclusionApproval of this contract will enable the City to relocate the wastewater lines that are in conflictwith the planned improvements for Robert S. Light Blvd.

6. Pros and ConsPros – allows the County to receive cleared right-of-way for the Robert S. Light Truck By-Passextension at the time construction start; allows the City to fully control the scope and quality of work(as opposed to including it in the Robert S. Light construction contract); eliminates additionalmarkup and overhead from the County’s bond program management; and the bids were within theEngineer’s Opinion of Probable Cost for the project.

Cons – the assets are in acceptable working condition and would not require relocation except forthe Robert S. Light Truck By-Pass drainage infrastructure conflicts; and the isolated project will notreceive an economy of scale benefit that would be received by lumping it in with other regionalutility work.

7. AlternativesN/A

8. RecommendationStaff recommends the award of the contract to T Construction LLC -Houston, TX to complete the FM967 Wastewater Relocation Project.

Binkley & Barfield, Inc. | Registration No. F-257 • 1611 Chisholm Trail Road, Suite 250 - Round Rock, Texas 78681 • Tel: 512.292.0006 | Fax: 512.292.0015 | www.BinkleyBarfield.com

October 13, 2017

Mr. John Nett, P.E.

City Engineer

City of Buda

100 Houston Street, Suite A

Buda, Texas 78610

RE: Recommendation for Contracting Services:

FM 967 Wastewater Relocations

Buda, Texas

Dear Mr. Nett:

Based on their recent construction services performed for the City of Buda, as well as other project

experience, we would recommend the selection of the low bidder, T Construction LLC - Houston,

Texas.

If you have any questions, please contact me at (512) 292-0006, or rg@binkleybarfield.com.

Sincerely,

BINKLEY & BARFIELD, INC. Consulting Engineers

Rey Gonzalez, P.E. Project Manager

City Council Agenda Item ReportDate: Wednesday, November 8, 2017

Agenda Item No. 2017-716-Contact: Ann Miller

Subject: Deliberation and possible action to adopt a Resolution authorizing aperformance agreement between the Buda Economic DevelopmentCorporation and Project Prep School (EDC Director Ann Miller)

1. Executive Summary

2. Background/History

3. Staff's review and analysis

4. Financial Impact

5. Summary/Conclusion

6. Pros and Cons

7. Alternatives

8. Recommendation

City Council Agenda Item ReportDate: Wednesday, November 8, 2017

Agenda Item No. 2017-734-Contact: John Nett

Subject: Update on 2014 Buda Bond Propositions (Project Manager Ray Creswell; CityEngineer John Nett; Assistant City Manager Chance Sparks; Director of Parks& Recreation Greg Olmer)

1. Executive SummaryThis item is placed on the agenda to allow for the opportunity to brief the City Council and thecitizens of Buda on the ongoing progress of the City’s 2014 Bond Program.

2. Background/HistoryIn November 2014, the citizens of Buda approved five bond propositions:• Proposition 1 – Municipal Facility ($21 Million) is a new multi-purpose building to house alibrary, municipal court, city hall, community multi-purpose space and emergency-preparednessspace.• Proposition 2 – Public Safety Facility ($6.75 Million) is a new building to house the policedepartment, and related emergency response and training facilities.• Proposition 3 – Streets ($12.25 Million) includes priority capital improvement projects identifiedin the City’s Transportation Master Plan and Downtown Plan.• Proposition 4 – Drainage ($7 Million) includes flood control, flow capacity, and priority drainagecapital improvement projects identified in the City’s Master Drainage Plan.• Proposition 5 – Parks and Trails ($8 Million) includes capital improvements to City Park, newGarison Park, and various projects identified in the City Parks, Recreation, Trails and Open SpaceMaster Plan.

3. Staff's review and analysisEach of the bond propositions will be presented to the City Council. Key project activities will behighlighted as they relate to the overall project schedule.

4. Financial ImpactThis agenda item is for briefing purposes only. There are no proposed changes to existing fiscalobligations within the 2014 Bond Program.

5. Summary/Conclusion

Staff wants to ensure that the City Council and the citizens of Buda are kept informed of the progressof each of the 2014 Bond projects. Accordingly, information will be presented through many venues.

6. Pros and ConsThis standing agenda item allows for the timely exchange of information with the City Council andprovides an open forum to address questions and concerns on the 2014 Bond Program.

7. AlternativesAt this time, there are no proposed changes to the scope of any of the 2014 Bond projects.

8. RecommendationThere are no staff recommendations at this time; the agenda item is for briefing purposes only.

WOR DE

SOP

ORP

10:23:39

AM

10/

5/

2017

G:\

1172.0

01.0

02\

07.0

0

CA

DD\

BU

DA-

San

Antonio\

01-

Sche

matic-

PE

R

Exhibits\

1172.0

01.0

02_

EX

HIBIT

_Garris

on

Rd.d

gn

PD

F-

Color-

Half

Siz

e.plt

david.jones

Scale:

Date:

RPS Klotz Proj. No:

PRELIMINARY

DATE

OCTOBER 2017

TEXAS SERIAL NO.

103570

KEVIN J. HOFFMAN,PE

PERMIT PURPOSES.

INTENDED FOR CONSTRUCTION BIDDING, OR

DOCUMENT IS FOR INTERIM REVIEW AND NOT

p

2.00 %

LANE

12'-18'

LANE

2.00 %

[ GARISON RD

SECTION A-A

SAN MARCOS ST TO GARISON RD

SAN ANTONIO ST

GARISON RD

SECTION B-B

50'-66' EXIST R.O.W.

PARKING LANE LANE SDWK

6'2'12.5'12.5'17.5'2'

EXI

ST

R.

O.

W.

46.5'

[ SAN ANTONIO ST

EXI

ST/

PR

OP

R.

O.

W.

2.00 %2.00 %1.00 %

12'-18'

24'-36'

40'-115' R.0.W.

EXI

ST

R.

O.

W.

EXI

ST

R.

O.

W.

3.0'-4.0'41.5'-42.5'

2" MILL & OVERLAY

3.0'

RECONSTRUCTION

FULL DEPTH

RECONSTRUCTION

FULL DEPTH

RECONSTRUCTION

FULL DEPTH

EXIST.

WALKSIDE

5'

TYP.

707.20

(+)1.0000 %

(-)2.0000 %

(-)3.2800 %

694.79

EL.

= 707.30'

VP

C 10

+60.00

EL.

= 707.05'

VP

T 11

+10.00

EL.

= 705.55'

VP

C 11

+84.94

EL.

= 703.17'

VP

T 12

+75.06

K = 70

ex = -0.14'

L = 90.13'

EL = 704.65'

STA = 12+30.00K = 17

ex = -0.19'

L = 50.00'

EL = 707.55'

STA = 10+85.00

704.06

707.20

704.20

705.82

701.99

697.31

698.14

699.16

698.51

696.95

695.42

694.24

707.20

707.22

706.25

705.23

703.95

702.35

700.71

699.07

697.43

695.79

POT 10+00.00

PC 10+94.35

PRC 12+91.47 P

T 14

+62.03

PO

T 16

+00.00

POT 10+00.00

PC 10+65.22

PT 10+88

.91

PC 13+39.59

PT 13+66.50

POT 17+18

.66

AUSTIN ST

SA

N

AN

TO

NIO

ST

RAILROAD

MAIN ST

SAN MARCOS ST

RAILROAD ST

A

A

PROPOSED R.O.W.

PROPOSED PAVEMENT

EXISTING R.O.W.

PROPOSED SIDEWALK

PROPOSED BACK OF CURB

PROPOSED EDGE OF PAVEMENT

LEGEND

GARISON RD

EXIS

TIN

G

RO

W

EXIS

TIN

G

RO

W

EXIS

TIN

G

RO

W

EXISTING ROW

EXISTING ROW

EXISTING ROW

EXISTING ROW

EXISTING ROW

EXISTING ROW

EXISTING ROW

EXISTING ROW

END PROJECT

3

Exhibit1" = 50'

1172.001.002

10/5/2017

2014 BOND PROGRAM - STREETS

CITY OF BUDA

BEGIN PROJECT

REALIGNMENT

GARISON RD.

& PROPOSED GRASS

PAVEMENT REMOVAL

B

B

END PROJECT

EXISTING ROW

CITY PARK

685

10+00 11+00 12+00 13+00 14+00 15+00

690

695

700

705

710

715

720

685

690

695

700

705

710

715

720

PROPOSED PGL

AT PROPOSED PGLNATURAL GROUND

PR

OP

PG

L

NG

AT

PR

OP

PG

L

PROPOSED CULVERT

MID-BLOCK CROSSWALK

STA. 15+30.53 REALIGNMENT

END GARISON RD

STA. 10+50.41 REALIGNMENT

BEGIN GARISON RD

TIE TO EXISTING SIDEWALK

MID-BLOCK CROSSWALK

STA. 11+38.36(GARISON RD.)STA. 17+18.66(SAN ANTONIO ST.)=

PI STATION = 12+35.20

DELTA

TANGENT = 140.85

LENGTH = 197.12

RADIUS = 107.00

PC STATION = 10+94.35

PT STATION = 12+91.47

PI STATION = 13+82.45

DELTA

TANGENT = 90.98

LENGTH = 170.56

RADIUS = 198.00

PC STATION = 12+91.47

PT STATION = 14+62.03

1

2

1

2

PROPOSED CULVERT

City Council Agenda Item ReportDate: Wednesday, November 8, 2017

Agenda Item No. 2017-737-Contact: John Nett

Subject: Update on ongoing City of Austin Onion Creek Watershed Study (CityEngineer John Nett)

1. Executive SummaryFollowing the 2013 floods, the City of Austin initiated a study of the Onion Creek Watershed in orderto better understand flood issues and to identify flood mitigation strategies. The City of Austinconducted a series of public discussions on some of the possible flood mitigation strategies thatcould impact the City of Buda. The purpose of this agenda item is to provide an update on the furtherevaluation of alternatives by the City of Austin.

2. Background/HistoryThe Onion Creek watershed encompasses 322 square miles and has a history of destructive flashflooding. Most recently, the creek flooded in October 2015, May 2015, and again in October 2015.The flooding impacted properties in both Hays and Travis Counties. Following the October 2013flooding, the City of Austin contracted with Halff Associates to study the Onion Creek Watershed toupdate hydrologic models and floodplain maps, and to identify potential flood mitigation strategies.The City of Buda is located in the Upper Onion Creek portion of the study.

3. Staff's review and analysisAttached to this agenda item is an October 30, 2017, memorandum prepared by the AustinWatershed Protection Department outlining progress on the City of Austin's Onion Creek Floodplainand Flood Mitigation Feasibility Study. The Executive Summary of the Feasibility Study report isattached to this memorandum. Study alternatives considered for flood mitigation included upstreamdetention measures (within the Upper Onion Creek Watershed) , flood walls, channel modifications,and buyouts of at-risk homes. The conclusion of the study is that the voluntary buy-out option is themost effective flood risk reduction measure. The other study alternatives either do not meet the floodrisk reduction goals or present significant implementation challenges.

4. Financial ImpactThis agenda item is for briefing purposes only. There are no proposed fiscal obligations within thecurrent fiscal year budget.

5. Summary/ConclusionStaff wants to ensure that the City Council and the citizens of Buda are kept informed of the ongoingCity of Austin Onion Creek Floodplain and Flood Mitigation Feasibility Study.

6. Pros and ConsThis agenda item is intended to allows for the timely exchange of information with the City Counciland provide an open forum to address any concerns related to the ongoing City of Austin OnionCreek Floodplain and Flood Mitigation Feasibility Study.

7. AlternativesAt this time, there are no alternatives that City staff would propose for further discussion.

8. RecommendationThere are no staff recommendations at this time; the agenda item is for briefing purposes only.

City Council Agenda Item ReportDate: Wednesday, November 8, 2017

Agenda Item No. 2017-745-Contact: June Ellis

Subject: Update on the FY' 2017-18 Budget through October 31, 2017 (Finance DirectorJune Ellis)

1. Executive Summary

2. Background/History

3. Staff's review and analysis

4. Financial Impact

5. Summary/Conclusion

6. Pros and Cons

7. Alternatives

8. Recommendation

CITY COUNCIL 

PENDING/FUTURE ITEM REQUEST

Revised:  11/2/2017, Page 1

MEETING  DATE COUNCIL MEMBER REQ# REQUESTED ITEM

10/17/2017 Urbanovsky 1)

FEMA Map review update to clear up some discrepancies and 

concerns by citizens.

10/2/2017 Haehn 1)

update on the acquisition of right‐of‐way (ROW) in relation to the 

Master Plan and the associated costs

9/19/2017 Urbanovsky 1)

FEMA Map review at next meeting to clear up some discrepancies 

and concerns by citizens.

9/19/2017 Altmiller 2) Fill P&Z Vacancy

9/19/2017 Ruge 6) transferring the designated names of the rooms at the Library

8/15/2017 Ruge 2)

schedule the Council Committee appointments at the December 

meetings to fill the different appointments vacated by outgoing 

Council Members

7/8/2017 Council 1)

Develop a sales tax contingency plan for high and low allocations 

(include funding alternatives)  

6/6/2017 Mayor 1) Council representative to serve on Housing Plan Committee

12/20/2016 Altmiller  1)

Pursue & consider CAPCOG Grant Opportunity for Household 

Hazardous Waste programs