CM-2006-002TEXAS WATER DEVELOPMENT BOARD
Drinking Water Outlay Report
INSTRUCTIONS: First Outlay Report: TWDB staff complete items: 1, 2, 4, 5, 7, 8,9. Entity completes items 10, 11, and 15. Columns
12. and 13 automatically total. Subsequent Outlay Reports, Entity enters Total amounts by line item from Column 12 in Column 11
and completes Column 10. NOTE: Column 9 usually will be revised by OPFCA as the project moves from planning to design and then
construction. Entity will be informed as Column 9 is revised.
SRF -71a Rev. 8/5/2005
Mail To:
Texas Water Development Board
2. Type of Report
3. Outlay Report Number
1
P.O.Box 13231
Austin,
Partial
x
Texas 78711-3231
4. Project ID #
Final
61233
1. Entity Name/Address 5. Commitment Amount
City of Round Rock
Disadvantaged Loan
Loan Forgiveness
Total
221 East Main Street
$ 12,000,000
Round Rock, TX 78664
6. This Outlay Report Period Covered
From:
8/15/2006
To:
10/26/2006
7. Budget Category:
8. Total TWDB
Budget
9. OPFCA
Installment
Ceiling
10. Current
Request
11. Prior Request
12. Total
Requested to
Date (10 + 11)
13. Balance
(8-12)
Contr - Pump Replacement
$ 3,764,310.00
$ -
$ 3,764,310.00
Water Trans Main
Replacement
$ 6,706,915.00
$ -
$ 6,706,915.00
Land, Easements, ROW
$ 200,000.00
$ -
$ 200,000.00
Bond Insurance
$ 47,659.00
$ 47,659.00
$ 47,658.87
$ 47,658.87
$ 0.13
Bond Rating
$ 24,500.00
$ 24,500.00
$ 24,500.00
$ 24,500.00
$ -
Attorney General
$ 9,500.00
$ 9,500.00
$ 9,500.00
$ 9,500.00
$ -
Paying Agent
$ 4,750.00
$ 4,750.00
$ 4,750.00
$ 4,750.00
$ -
Escrow Agent
$ 750.00
$ 750.00
$ 750.00
$ 750.00
$ -
Loan Origination Fee
$ 264,059.00
$ 264,059.00
$ 264,059.00
$ 264,059.00
$ -
Contingencies
$ 977,557.00
$ -
$ 977,557.00
$ -
$ _
$ -
$
$ -
$ -
$ -
$ -
$ -
$ _
$ -
$ -
14. Total
$ 12,000,000.00
$ 351,218.00
$ 351,217.87
$ -
$ 351,217.87
$11,648,782.13
15. Certification: I certify that to the best of my knowledge and belief that the billed costs hereon are in accordance with the
above m do e. contract and all work performed is in accordance with said contract.
Oily Ma
Title of Authorized Representative
/0-20-ao (92)21&5µo1
0IAA- acsc -O0Q
In the event the Insurer is unable to fulfill its contractual obligation under this policy or contract or application
or certificate or evidence of coverage, the policyholder or certificateholder is not protected by an insurance
guaranty fund or other solvency protection arrangement.
FINANCIAL
ASSURR ANCE®
ISSUER: City of Round Rock, Texas
BONDS: $12,000,000 in aggregate principal amount of
Utility System Revenue Bonds, Series 2006
MUNICIPAL BOND
INSURANCE POLICY
Policy No.: 207452-N
Effective Date: October 26, 2006
Premium: $47,658.87
FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), for consideration received,
hereby UNCONDITIONALLY AND IRREVOCABLY agrees to pay to the trustee (the 'Trustee") or paying
agent (the "Paying Agent") (as set forth in the documentation providing for the issuance of and securing
the Bonds) for the Bonds, for the benefit of the Owners or, at the election of Financial Security, directly to
each Owner, subject only tothe terms of this Policy (which includes each endorsement hereto), that
portion of the principal of and interest on the Bonds that shall become Due for Payment but shall be
unpaid by reason of Nonpayment by the Issuer.
On the later of the day on which such principal and interest becomes Due for Payment or the
Business Day next following the Business Day on which Financial Security shall have received Notice of
Nonpayment, Financial Security will disburse to or for the benefit of :each Owner of a Bond the face
amount of principal of and interest on the Bond that is then Due for Payment but is then unpaid by reason
of Nonpayment by the Issuer, but only upon receipt by Financial Security, in a form reasenabty
satisfactory to it, of (a) evidence of the Owner's right to receive payment of the principal or interest then
Due for Payment and (b) evidence, including any appropriate instruments of assignment, that all of the
Owner's rights with respect to payment of such principal or interest that is Due for Payment shalt
then3upon vest in Financial Security. A Notice of Nonpayment will be deemedreceived on a. gtv�
Business Day if it is received prior to 1:00 p.m. (New York time) on such Business Day, otherwise, it will
be deemed received on the next • Business Day. If any Notice of Nonpayment received by Financial
Security is Incgmplete,.it shall be deemed .not to have been received by Financial Security fer.purpq}ses of
the preceding sentende and Financial Security shall promptly so advise the Trustee, Paying =Agent er
Owner, as appropriate, who may submit an amended Notice of:.Nonpaynient. Upon disbursement in
respect of a Bond, Financial Security shall become the owner of the Bond, any appurtenant coupon to the
Bond or right to receipt of payment of principal of or interest on the Bond and shall be fully subrogated to
the rights of the Owner, including; the Owner's right to receive payments under the Bond, to .the endent of
any payment by Financial Security hereunder. Payment by 'Financial Security to the Trustee or Paying
Agent for the benefit of the Owners shall, to the extent thereof, dlsdharge the obligation of Financial
Security under this Policy,
Except to the extent expressly modified by an endorsement hereto, the following terms shall
have the meanings specified for all purposes of this Policy. "Business Day" means any day other than (a)
a Saturday or Sunday or (b) a day on which banking institutions in the State of New York or the Insurer's
Finial Agent are authorized or required by law or executive order to remain dosed. "Due for Payment"
means (a) when referring to the principal of a Bond, payable on the stated maturity date thereof or the
date on which the same shall have been duly called for mandatory sinking fund redemption and does not
refer to any earlier date on which payment is due by reason of mall for redemption (other than by
mandatory sinking fund redemption), acceleration or other advancement of maturity unless Financial
Security shall elect, in its sole discretion, to pay such principal due upon such acceleration together with
any accrued interest to the date of acceleration and_ (b) when referring to interest on a Bond, payable on
the stated date for payment of interest. "Nonpaymenr means, in respect of a Bond, the failure of the
Issuer to have provided sufficient funds to the Trustee or, if there is no Trustee, to the Paying Agent for
payment in full of all principal and interest that is Due for Payment on such Bond. "Nonpayment" shall
also include, in respect of a Bond, any payment of principal or interest that is Due for Payment made to an
Owner by or on behalf of the Issuer which has been recovered from such Owner pursuant to the
Page 2 of 2
Policy No. 207452-N
United States Bankruptcy Code by a trustee in bankruptcy in accordance with a final, nonappealabie order
of a court having competent jurisdiction. "Notice" means telephonic or teiecopied notice, subsequently
confirmed in a signed writing, or written notice by registered or certified mail, from an Owner, the Trustee
or the Paying Agent to Financial Security which notice shall specify (a) the person or entity making the
claim, (b) the Policy Number, (c) the claimed amount and (d) the date such claimed amount became Due
for Payment. "Owner" means, in respect of a Bond, the person or entity who, at the time of Nonpayment,
is entitled under the terms of such Bond to payment thereof, except that "Owner" shall not include the
Issuer or any person or entity whose direct or indirect obligation constitutes the underlying security for the
Bonds.
Financial Security may appoint a fiscal agent (the "Insurer's Fiscal Agent") for purposes of this
Policy by giving written notice to the Trustee and the Paying Agent specifying the name and notice
address of the Insurer's Fiscal Agent. From and after the date of receipt of such notice by the Trustee and
the Paying Agent, (a) copies of all notices required to be delivered to Financial Security pursuant to this
Policy shall be simultaneously delivered to the insurer's Fiscal Agent and to Financial Security -and shall
not be deemed received until received by both and (b) all payments required to be made by Financial
Security under this Policy may be made directly by Financial Security or by the Insurer's Fiscal Agent on
behalf of Financial Security. The Insurer's Fiscal Agent is the agent of Financial Security only and the
Insurer's Fiscal Agent shall in no event be liable to any Owner for any act of the Insurer's Fiscal Agent or
any. failure of Financial Security to deposit or cause to be deposited sufficient funds to make payments
due under this Policy.
To the fullest extent permitted by applicable law, Financial Security agrees not to assert, and
hereby waives, only for the benefit of each Owner, all rights (whether by counterclaim, setoff or otherwise)
and defenses (including, without limitation, the defense of fraud), whether acquired by subrogation,
assignment or otherwise, to the extent that such rights and defenses may be available to Financial
Security to avoid payment of its obligations under this Policy in accordance with the express provisions of
this Policy.
This Policy sets forth in full the undertaking of Financial Security, and shall not be modified,
altered or affected by any other agreerrlent or instrument, inGuding any modification or amendment
thereto. .Except to the extent expressly modified by an endorsement hereto, (a) any premium paid in
respect of this Poiic_y is nonrefundable for any reason whatsoever; including payment, or provision being
made -for payment, of the Bonds .prior to matrrity and (b) this. Policy may not be canceled or revoked.
THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND
SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.
In witness whereof, FINANCIAL SECURITY ASSURANCE 1 `.. - caused this Policy to be
executed on its behalf by Its Authorized Officer.
A subsidiary of Financial Security Assurance Holdings Ltd.
31 West 52nd Street, New York, N.Y. 10013
Form 500NY (5/90)
URITY ASSURANCE INC.
By
Authorized
(212) 826-0100
INVOICE
MR. GARRY KIMBALL
FIRST SOUTHWEST COMPANY
300 WEST 6TH STREET, SUITE 1940
AUSTIN, TX 78701
Moody's.lnvestors Service
99 Church Street, New York, New York 10007
INVOICE No.:
CUSTOMER No.:
INVOICE DATE:
F1573628 - 000
200722
September 21, 2006
674/12
FOR PROFESSIONAL SERVICES:
$ 12,000
$12,000,000 Round Rock (City of) TX Water & Swr. Ent., ROUND ROCK (CITY
OF) TX WATER AND SEWER ENTERPRISE, Utility System Revenue BOnds,
Series 2006
Billing Inquiries contacts:
Carol Picou
Phone: 212 553.7966, Fax:212 553.3810
Email: Carol.Picou@moodys.com
Invoice Number:
Account Number:
invoice Date:
F1573628 - 000
200722
09/21/2006
Mail Payment with Invoice Stub to:
MOODY'S INVESTORS SERVICE
P.O. Box 102597
Atlanta, Georgia 30368-0597
USA
Michelle Bolino
Phone: (212) 553-0901, Fax:(212) 553-3810
EMail: Michelle.Bolino@moodys.com
. Keep This Portion For Your Records
Return This Portion With Your Payment
Amount"i
INVOICE PAYABLE IN U.S. DOLLAR
OR Wire Payment with Invoice Number to:
SUNTRUST BANK
Transit Routing # 061000104"�.
Moody's Account # 8801939847
For Customers wiring from outside the U.S.:
Swift Code: SNTRUS3A
PAYMENT DUE UPON RECEIPT
Moody's Taxpayer ID #: 13-195-9883
Invoice F1573628 000 (September 21, 2006)..
Moody,'s Investors Service
OCT -03-2006 13:17
J
IAN UitIW
&POOR'S
mommeimamo
MR. GARRY R. KIMBALL
FIRST SOUTHWEST COMPANY
300 WEST 6TH STREET
SUITE 1940
AUSTIN TX 78701
STANDARD & POOR'S
The McGraw-Hill Companies Federal I.D.: 13-1026995
DBA Standard & Poor's Ratings Services
101325 ANALYTICAL SERVICES RENDERED IN CONNECTION WITH:.
U$S12,000,000 City of Round Rock. Texas. Utility
System Revenue Bonds, Series 2006. dated:
September 30. 2006. due: September 30. 2026
***REPRINT***
FOR INQUIRIES PLEASE CONTACT:
DENIS WILBECK
TEL: 1-900-767-1896 EXT #4
FAX: 1.212.438.5178
DENIS WILBECK@SANDP.COM
specisi tnstruetions
Services Provided To:
212 208 5544 P.02/02
Mata: crani stun
Page: 1
Purchase Order,
MR. GARRY R. KIMBALL
FIRST SOUTHWEST COMPANY
300 WEST 6TH STREET
SUITE 1940
AUSTIN TX 78701
TOTAL
AMOUNT DUE
$12.500.00
$12.500.00 USD
This Invoice Due and Payable As Of:
09L13106
BULLED TO:
MR. GARRY R. KIMBALL
FIRST SOUTHWEST COMPANY
300 WEST 6TH STREET
SUITE 1940
AUSTIN TX 78701
PAY BY WIRE TRANSFER:
BANK OF AMERICA
SAN FRANCISCO CA
STANDARD. AND POOR'S
ACCOUNT N0: 12334-02500
ABA No. 0260'0959.3
PLEASE REFERENCE INVOICE #
10000006359 10116506 01250000 1 700 10 07 0906 5
REMIT TO:
STANDARD AND POOR'S
2542 COLLECTION CENTER DRIVE
CHICAGO, 11.60693
TOTAL
AMOUNT DUE $12.500.00.
AMOUNT.
ENCLOSED
USD:
ATTORNEY GENERAL. OF TEXAS
GREG ABBOTT
To All Bond Counsel:
Vv
Re: Statutory Fee Increase
As most of you are aware, the Legislature this year passed Senate Bill 495, which
amended Chapter 1202 of the Texas Government Code, relating to the examination fees
charged for Attorney General review and approval of public securities and credit
agreements.
M \�� August 10, 2005
'J�
Instead of the tiered structure currently In place, the amended Section 1202.004
provides for a fee equal to one-tenth of ane percent of the principal amount of the public
security to which the record of proceedings relates or $9,500, whichever Is less; provided,
the fee shall not be Tess than $750. If the record of proceedings Includes multiple series,
a separate fee must be calculated and paid for each series. If the record of proceedings
includes authorization of a credit agreement, but does not also include the authorization
of a public security, the fee Is calculated based on the principal amount of the public
security or public securities to which the credit agreement relates.
The fee may be rounded to the nearest whole dollar. If the principal amount of the
public security has not been finalized at the time a record of proceedings is submitted for
review, the fee will be calculated and paid based an the maximum principal amount
authorized.
The amendment Is effective for all records of proceedings submitted on or after
September 1, 2005. Please be advised that any transcript submitted prior to September 1,
2005, with a closing date after September 21, 2005, must be substantially complete; pro
forma transcripts will not be accepted.
We recognize that questions will arise as we all transition to the new fee structure.
We will endeavor to promptly address each question. Thank you In advance for your
cooperation.
TLB:dfi
ZO'd
Sincerely,
Akla„
T. Lynn Stuck
Assistant Attorney General
Chief, Public Finance Division
POST Orilc,t Box 12948, AUITiN, Th244 78711-2548 T814512)463-2100 www.I,AU-'T4TI:.rX.Ua1
Am Hed Ilamrna" Opp., al? I$aplgrr ' Pthhd u Keogh/ Avert
OS:£I SOOL OT 6th 9010-0L£-ZTS: xd 3DNUNIA OI-snd O80
`Zhe BANK
of NEW YORK:.
October 9, 2006
Monica Melvin
First Southwest Company
300 West 6th Street, Suite 1940
Austin, TX 78701-3902
Phone: (512) 481-2000
Fax: (512) 481-2010
E-mail: mmelvin@firstsw.com
Re: City of Round Rock, Texas, Utility System Revenue Bonds, Series 2006
Dear Ms. Melvin,
As requested and subject to review of final documents, The Bank of New York Trust Company, N.A.
(The Bank of New York, BNY) is pleased to enclose our proposal to provide Paying Agent and Registrar
services in connection with the referenced transaction.
The Bank of New York is one of the largest providers of corporate trust services in the world. We
currently administer bond issues with over $8 trillion in outstanding principal for nearly 90,000 clients
worldwide. The Bank of New York has acquired 42 corporate trust books of business since 1994 and has
spent more than $3 billion on securities processing system upgrades and enhancements over the past three
years.
Your and your client's Relationship Manager is:
Rosalyn Davis
The Bank of New York Trust Company, N.A.
2001 Bryan - 8th Floor
Dallas, TX 75201
Phone: (214) 468-6411 Fax: (214) 468-6322
Email: rosalyn.davis@bankofny.com
We appreciate this opportunity and look forward to working with you and the other members of the
financing team. Should you have any questions or if I may be of further assistance, please do not hesitate
to call me at 713-216-4926 or contact me at seth.w.crone@bankofny.com.
Sincerely,
Seth Crone
Vice President
Business Development
The Bank of New York Trust Company, N.A.
600 Travis Floor 11* Houston • Texas 77002
The BANK
of NEW YORK.
City of Round Rock, Texas, Utility System Revenue Bonds, Series 2006
Acceptance Fee: Waived
A one-time charge covering the Bank Officer's review of governing documents, communication with
members of the closing party, including representatives of the issuer, investment banker(s) and
attorney(s), establishment of procedures and controls, set-up of trust accounts and tickler suspense items
and the receipt and disbursement/investment of bond proceeds. This fee is payable on the closing date.
Lump -Sum Paying Agent Administration Fee: $4,750
A single charge covering the normal paying agent duties related to account administration and bondholder
services. Payable on the closing date, this fee is nonrefundable and cannot be pro -rated.
Annual Escrow Agent Fee $750
The Escrow Agent Fee covers the consideration of documents and the normal administrative duties of the
escrow agent according to the governing documents.
Extraordinary Services / Miscellaneous Fees: By Appraisal
The charges for performing extraordinary or other services not contemplated at the time of the execution
of the transaction or not specifically covered elsewhere in this schedule will be determined by appraisal in
amounts commensurate with the service to be provided. If it is contemplated that the Trustee hold and/or
value collateral or enter into any investment contract, forward purchase or similar or other agreement,
additional acceptance, administration and counsel review fees will be applicable to the agreement
governing such services. If the bonds are converted to certificated form, additional annual fees will be
charged for any applicable tender agent and/or registrar/paying agent services. Additional information
will be provided at such time. Should this transaction terminate prior to closing, all out-of-pocket
expenses incurred, including legal fees, will be billed at cost. If all outstanding bonds of a series are
defeased or called in full prior to their maturity, a termination fee may be assessed at that time.
Miscellaneous fees may include, but are not necessarily limited to the following, if -applicable: UCC filing
fees, money market sweep fees, auditor confirmation fees, wire transfer fees, transaction fees to settle
third -party trades and reconcilement fees to balance trust account balances to third -party investment
provider statements.
Annual fees include one standard audit confirmation per year without charge. Standard audit
confirmations include the final maturity date, principal paid, principal outstanding, interest cycle, interest
paid, cash and asset information, interest rate, and asset statement information. Non-standard audit
confirmation requests may be assessed an additional fee.
Periodic tenders, sinking fund, optional or extraordinary call redemptions will be assessed an additional
charge of $300 per event.
Terms and Disclosures
Terms of Proposal
Final acceptance of the appointment under the Indenture is subject to approval of authorized officers of
BNY and full review and execution of all documentation related hereto. Please note that if this
transaction does not close, you will be responsible for paying any expenses incurred, including counsel
fees. We reserve the right to terminate this offer if we do not enter into final written documents within
The Bank of New York Trust Company, N.A.
600 Travis Floor 11* Houston • Texas 77002
The BANK
v...1
ANK
' of NEW YORK.
three months from the date this document is first transmitted to you. Fees may be subject to adjustment
during the life of the engagement.
Customer Notice Required by the USA Patriot Act
To help the US government fight the funding of terrorism and money laundering activities, US Federal
law requires all financial institutions to obtain, verify, and record information that identifies each person
(whether an individual or organization) for which a relationship is established.
What this means to you: When you establish a relationship with BNY, we will ask you to provide certain
information (and documents) that will help us to identify you. We will ask for your organization's name,
physical address, tax identification or other government registration number and other information that
will help us to identify you. We may also ask for a Certificate of Incorporation or similar document or
other pertinent identifying documentation for your type of organization.
We thank you for your assistance.
The Bank of New York Trust Company, N.A.
600 Travis Floor 11 • Houston • Texas 77002