HomeMy WebLinkAboutResolution - 2010-R0066 - Financing Agreement With Texas Water Development Board To Fund Lake Alan Henry - 02/09/2010Resolution No. 2010-R0066
February 9, 2010
Item No. 5.3
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute for and on behalf of the City of Lubbock a Financing Agreement
between the Texas Water Development Board and the City of Lubbock, in the form of the
attached Agreement, in the amount of $41,000,000.00 to fund the Lake Alan Henry
Pipeline Construction Project. Said Agreement is attached hereto and incorporated in this
Resolution as if fully set forth herein and shall be included in the minutes of the Council.
Passed by the City Council this 9th day of February 2010.
�� �� � /--., -
TOM MARTIN, MAYOR
ATTEST:
3P _e
Rebec a Garza, City Secretary
APPROVED AS TO CONTENT:
Marsha Reed, P.E., Chief Operating Officer
Aubrey Spear, /Water -i Utility Director
APPROVED AS TO
Attorney
ms!RES Agreement -Texas Water Development Board 120 10
1 202010
Resolution No. 2010-R0066
FINANCING AGREEMENT
This FINANCING AGREEMENT (Agreement) is entered into between the Texas Water
Development Board (Board), an agency of the State of Texas, and the City of Lubbock
(Borrower).
RECITALS
WHEREAS, the Board adopted Resolution No. 10-13 (Attachment A) on January 21,
2010, making a commitment to the Borrower for financial assistance in the amount of
$41,000,000 from the Water Infrastructure Fund administered by the Board for a water supply
project (Project) described in Borrower's application and in Board Resolution 10-13; and
WHEREAS, the Borrower intends to sell the Board the Borrower's $41,000,000
Combination Tax and Waterworks System Surplus Revenue Certificates of Obligation, proposed
Series 2010C (Borrower Certificates of Obligation) (Attachment B) for the Board's financial
assistance from the Water Infrastructure Fund; and
WHEREAS, the Water Infrastructure Fund is funded, in part, with proceeds of the
Board's Water Financial Assistance Bonds, under Texas Water Code §§17.959 and 17.9616, and
Texas Constitution, Article III, Section 49-d-8 and Section 49-d-9; and
WHEREAS, the Water Infrastructure Fund is funded, in part, with money received as
repayment of financial assistance provided from the Water Infrastructure Fund, which is used to
pay the principal and interest on the Board's Water Financial Assistance Bonds, under Texas
Water Code §17.9616, and Texas Constitution, Article III, Section 49 -d -8(e); and
WHEREAS, Condition No. 1 of Board Resolution No. 10-13 provides that the
commitment is contingent on a future sale of bonds or on the availability of funds on hand; and
WHEREAS, the Board intends to issue Water Financial Assistance Bonds in order to
enable it to provide financial assistance from the Water Infrastructure Fund to the Borrower; and
WHEREAS, the Board and the Borrower desire to enter into this Agreement to set forth
the obligations of the parties with respect to the Board's intent to issue Water Financial
Assistance Bonds in order to provide financial assistance from the Water Infrastructure Fund to
the Borrower through the Borrower's issuance of its Borrower Certificates of Obligation to the
Board.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants
herein contained, the Board and the Borrower hereby agree as follows:
AGREEMENT
Section 1. Loan Commitment, Schedule. The Board, pursuant to its commitment to
provide financial assistance in Resolution 10-13, will provide $41,000,000 in financial assistance
to the Borrower from the Water Infrastructure Fund under the terms and conditions in Resolution
10-13, which is incorporated herein for all purposes by reference. The financial assistance will
be evidenced by the Board's purchase of the Borrower Certificates of Obligation identified in
Attachment A. The Borrower hereby commits to borrow $41,000,000 from the Water
Infrastructure Fund, which loan will be evidenced by the Borrower's sale of the Borrower
Certificates of Obligation identified in Attachment A. Each party agrees to use its best efforts to
take actions as may be required by such party in order to effectuate the purchase and sale of the
Borrower Certificates of Obligation by October 29, 2010.
Section 2. Interest Rates. The interest rates for the financial assistance to be provided
from the Water Infrastructure Fund to the Borrower will be determined pursuant to 31 Texas
Administrative Code §363.1205.
Section 3. Closing and Damages. By its execution of this Agreement, the Borrower
represents that it has a current need for the Board's financial assistance that is the subject of this
Agreement and acknowledges that the Board will incur significant costs in reliance upon the
Borrower's commitment to borrow such funds. The Borrower agrees to close on the Borrower
Certificates of Obligation described in Attachment A by October 29, 2010. The failure of the
Borrower to close on the Borrower Certificates of Obligation in a timely manner will result in
damages to the Board, and the amount of such damages is difficult or impossible to ascertain. If
the Borrower fails to close on the sale of its Borrower Certificates of Obligation by October 29,
2010, the Borrower agrees to pay the Board, as liquidated damages, the Borrower's pro rata share
of the costs of issuance incurred by the Board in the issuance of the Water Financial Assistance
Bonds. The Borrower's pro rata share of such costs is $1,127,500, and the parties agree that the
liquidated damages shall be equivalent to such amounts. The Borrower covenants and agrees
that it currently has funds on hand in its Water Fund #221 sufficient and legally available to pay
the liquidated damages in the event it fails to close in the time required by this section. In
addition to the foregoing, beginning November 1, 2010, the Board, at its option, may use the
Water Financial Assistance Bond proceeds to provide financial assistance to other entities. The
Board may also, at its option, elect to defease or redeem all or a portion of the Water Financial
Assistance Bonds, and, provided the Board's election is made within one year after the Water
Financial Assistance Bond proceeds are delivered to the Board by the Underwriters, the
Borrower agrees to pay the Board from currently available funds in its Water Fund #221 all costs
associated with the portion of such defeasance or redemption attributable to the Borrower's
failure to close on the Borrower Certificates of Obligation, it being understood that the Board
will apply the proceeds of its Water Financial Assistance Bonds that are set aside to purchase the
Borrower Certificates of Obligation, including investment income, to the defeasance or
redemption.
Section 4. Termination.
2
A. The parties hereto agree that the Board's obligation to lend money to the
Borrower from the Water Infrastructure Fund is contingent upon the purchase of the Board's
Water Financial Assistance Bonds by the Underwriters pursuant to the Bond Purchase
Agreement. Accordingly, if the Underwriters fail to purchase the Board's Water Financial
Assistance Bonds pursuant to the Bond Purchase Agreement, the Board, upon delivery of written
notice thereof to the Borrower, may extend or terminate this Agreement together with all of its
obligations and duties hereunder without incurring any cost, fee or penalty therefor.
B. The Borrower may terminate this Agreement by delivery of written notice to the
Board at any time prior to 5:00 p.m. (Central Standard Time) March 1, 2010, provided that the
Borrower agrees to compensate the Board for its costs related to the preparations for bond
issuance within 30 days of the Board's written notification to the Borrower of such costs.
Section 5. Redemption of Outstanding. If proceeds of the Borrower Certificates of
Obligation are to be used, in whole or in part, to redeem outstanding bonds, commercial paper, or
other interim financing issued by the Borrower, the Borrower agrees that it will not take or fail to
take any action that will cause the Board's Water Financial Assistance Bonds to be considered to
be advance refunding bonds under Section 148 of the Internal Revenue Code of 1986, as
amended. Specifically, the Borrower agrees to redeem any such outstanding bonds, commercial
paper, or other interim financing within ninety (90) days of the date of delivery of the Board's
Water Financial Assistance Bonds and to take such other action as shall be required to comply
with this Section.
Section 6. Notices. All notices, agreements or other communications required hereunder
shall be given, and shall be deemed given, when delivered in writing to the address or telecopier
number of the identified party or parties set forth below:
Texas Water Development Board
Piper Montemayor
Director, Debt and Portfolio Management
P.O. Box 13231
Austin, Texas 78711-3231
Telephone (512) 475-2117
Facsimile (512) 475-2053
City of Lubbock
Andy Burcham
Chief Financial Officer
P.O. Box 2000
Lubbock, Texas 79457
Telephone (806) 775-2149
Email ABurchamna mail.ci.hibbock.tx.us
Section 7. Severability. In the event any provision of this Agreement shall be held
illegal, invalid or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate, render unenforceable or otherwise affect any other provisions hereof.
Section 8. Amendments, Supplements and Modifications. This Agreement shall not be
amended, supplemented or modified except by a written instrument executed by the Board and
the Borrower.
3
Section 9. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
Section 10. State Audit. By executing this Agreement, the Borrower accepts the
authority of the State Auditor's Office, under direction of the legislative audit committee, to
conduct audits and investigations in connection with any and all state funds received pursuant to
this Agreement. The Borrower shall comply with and cooperate in any such investigation or
audit. The Borrower agrees to provide the State Auditor with access to any information the State
Auditor considers relevant to the investigation or audit. The Borrower also agrees to include a
provision in any subcontract related to this Agreement that requires the subcontractor to submit
to audits and investigation by the State Auditor's Office in connection with any and all state
funds received pursuant to the subcontract.
Section 11. Force Majeure. Either party may be excused from performance under this
contract for any period when performance is prevented as the result of an act of God, strike, war,
civil disturbance, epidemic, or court order, provided that the party experiencing the event of
Force Majeure has prudently and promptly acted to take any and all steps that are within the
party's control to ensure performance and to shorten the duration of the event of Force Majeure.
The party suffering an event of Force Majeure shall provide notice of the event to the other party
as soon as practicable but not later than 36 hours after the termination of the event. Subject to
this provision, such nonperformance shall not be deemed a default or a ground for termination.
Section 12. Effective Date. This Agreement shall be effective as of the date of the last
signature below.
Section 13. Binding Agreement. The respective commitments of the Board and the
Borrower set forth above shall be binding upon the Board and the Borrower upon both parties'
execution of this Agreement.
4
City of Lubbock
By: <
Name: Tom Martin
Title: Mayor
Date: February 9, 2010
STATE OF TEXAS
COUNTY OF L -
Rebecca Garza, City Secretary
Lw,-'-hite, Assistant City Attorney
A4�'PROVF,p AS TO CONTENT:
Andy Burcham, Chief Financial Officer
This instrument was acknowledged before me on the / day of 20 /0 ,
by T m Mayr in Ober capacity as M pumo r , on behalf of
ELISA SANCHEZ
Notary Public, State of Texas
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` Notary Public, State of Texas
TEXAS WATER DEV OP T ARD
By:
Name: J.evin Ward
Title:
Date:
Executive Administrator
STATE OF TEXAS
COUNTY OF TRAVIS
This instrument was acknowledged before me on the _� off ' day ofVe ru ar , 20.1 O
by 3 • Kt \! W aL r a� _ _ in his/her capacity as Executive Administrator of the Texas Water '
Development Board, an agency of the State
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ATTACHMENT A
Board Resolution
A RESOLUTION OF THE TEXAS WATER DEVELOPMENT BOARD
APPROVING AN APPLICATION FOR FINANCIAL ASSISTANCE FROM THE WATER
INFRASTRUCTURE FUND THROUGH THE PROPOSED PURCHASE OF
t. S41,000,000 CITY OF LUBBOCK COMBINATION TAX AND WATERWORKS
SYSTEM SURPLUS REVENUE CERTIFICATES OF OBLIGATION,
PROPOSED SERIES 2010 C
(10-13)
WHEREAS, the City of Lubbock, Lubbock County, Texas, (the "Cit)"), has filed an
application for financial assistance in the amount of $41,000,000 from the Water Infrastructure
Fund ("I11F") in accordance with §§15.973 and 15.974, Water Code, to finance the
implementation of water supply projects through the state and regional water planning process; and
WHEREAS, the City seeks financial assistance from the Texas Water Development Board
(the "Board') through the Board's proposed purchase of $41,000,000 City of Lubbock
Combination Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series
2010 C, (the "Obligations"), as is more specifically set forth in the application and in
recommendations of the Board's Project Finance and Construction Assistance staff, to which
documents express reference is made; and
WHEREAS, in accordance with § 15.975, Water Code, the Board hereby finds:
1. that the revenue and/or taxes pledged by the City will be sufficient to meet the all of
the obligations assumed by the City;
2. that the project will meet water needs in a manner consistent with the state and
regional water plan for region O, as required by § 16.0530, Water Code;
3 that the project is a recommended water management strategy in a Board -approved
regional water plan adopted pursuant to §16.053, Water Code, and/or in the State
Water Plan adopted in accordance with §16.051, Water Code;
4. that the City has adopted a water conservation program for the more efficient use of
water that will meet reasonably anticipated local needs and conditions and that
incorporates practices, techniques or technology prescribed by the Texas Water
Code and the Board's rules;
5. that the application and financial assistance requested meet the requirements of
Chapter 15, Subchapter Q and Chapter 17, Subchapter E, Water Code, and the
Board's rules set forth in 31 Tex. Admin. Code (TAC) Chapter 363, Subchapters A
and L; and
6. that the current water audit required by §16.0121, Water Code, has been completed
by the City and filed with the Board.
L
NOW THEREFORE, based on these considerations and findings, the Texas Water
Development Board resolves as follows:
A commitment is made by the Board to the City of Lubbock for financial assistance in the MW
amount of $41,000,000 from the Water Infrastructure Fund, to be evidenced by the Board's
proposed purchase of $41,000,000 City of Lubbock Combination Tax and Waterworks
System Surplus Revenue Certificates of Obligation, Series 2010 C. This commitment will
expire on January 31, 2011.
Such commitment is conditioned as follows:
1. this commitment is contingent on a future sale of bonds by the Board or on the
availability of funds on hand;
2. this commitment is contingent upon the issuance of a written approving opinion of
the Attorney General of the State of Texas stating that all of the requirements of the
laws under which said obligations were issued have been complied with; that said
obligations were issued in conformity with the Constitution and laws of the State of
Texas; and that said obligations are valid and binding obligations of the issuer;
3. this commitment is contingent upon the City's compliance with all applicable
requirements contained in the rules, regulations and policies of the Board;
4. the City's bond counsel opinion must include an opinion that the interest on the
obligations is excludable from gross income or is exempt from federal income
taxation. Bond counsel may rely on covenants and representations of the City when
rendering this opinion;
5. the City's bond counsel opinion must include an opinion that the obligations are not
"private activity bonds." Bond counsel may rely on covenants and representations
of the issuer when rendering this opinion;
6. the ordinance/resolution authorizing the issuance of these obligations, (hereinafter
referred to as the "Authorizing Document"), must include a provision prohibiting
the City from using the proceeds of this loan in a manner that would cause the
obligations to become "private activity bonds";
7. the Authorizing Document must include that the issuer will comply with the
provisions of Section 148 of the Internal Revenue Code of 1986 (relating to
arbitrage);
8. the Authorizing Document must include a provision requiring the City to make any
required rebate to the United States of arbitrage earnings;
9. the Authorizing Document must include a provision prohibiting the City from
taking any action that would cause the interest on the obligations to be includable as
gross income for federal income tax purposes; %NW
10. the Authorizing Document must state that obligations can be called for early
redemption only in inverse order of maturity, and on any date beginning on or after
the first interest payment date which is 10 years from the dated date of the
t;... obligations, at a redemption price of par, together with accrued interest to the date
fixed for redemption;
11. the Authorizing Document must provide that the City will not cause or permit the
obligations to be treated as "federally guaranteed" obligations within the meaning
of § 149(b) of the Internal Revenue Code;
12. the bond transcript must include a No Arbitrage Certificate or similar Federal Tax
Certificate setting forth the City's reasonable expectations regarding the use,
expenditure and investment of the proceeds of the obligations;
13. the bond transcript must include evidence that the information reporting
requirements of §149(e) of the Internal Revenue Code of 1986 will be satisfied.
This requirement is currently satisfied by filing IRS Form 8038 with the Internal
Revenue Service. A completed copy of IRS Form 8038 must be provided to the
Executive Administrator of the Board prior to the release of funds;
14. the City, or an obligated person for whom financial or operating data is presented to
the Board in the application for financial assistance either individually or in
combination with other issuers of the City's obligations or obligated persons, will,
at a minimum, covenant to comply with requirements for continuing disclosure on
an ongoing basis substantially in the manner required by Securities and Exchange
Commission ("SEC") rule 15c2-12 and determined as if the Board were a
Participating Underwriter within the meaning of such rule, such continuing
disclosure undertaking being for the benefit of the Board and the beneficial owner
of the City's obligations, if the Board sells or otherwise transfers such obligations,
and the beneficial owners of the Board's bonds if the City is an obligated person
with respect to such bonds under SEC rule 15c2-12;
15. if there are existing obligations of the City outstanding after any loan(s) made by
the Board pursuant to this commitment, the lien or liens securing the Board's loan
shall be at least on a parity with lien or liens securing such outstanding debt.
16. the Authorizing Document must contain a provision that the City will at all times
levy a tax and/or to maintain and collect sufficient rates and charges to produce net
system revenues in an amount necessary to meet the debt service requirements of all
outstanding bonds and to maintain the funds established and required by this
ordinance;
17. loan proceeds are public funds and, as such, these proceeds shall be held in
escrow or in trust at a designated state depository institution or other properly
chartered and authorized institution in accordance with the Public Funds
4 Investment Act, Chapter 2256, Government Code, (the "PFIA"), and the Public
P
�... Funds Collateral Act, Chapter 2257, Government Code, (the "PFCA").
18. prior to closing, the City shall execute an escrow agreement or trust agreement,
approved as to form and substance by the Executive Administrator, and shall
submit that executed form to the Board when any portion of loan proceeds are to
be held in escrow or in trust;
19. prior to closing, the City must submit documentation evidencing the adoption and
implementation of sufficient system rates and charges or, if applicable, the levy of
an interest and sinking tax rate sufficient for the repayment of system debt service
requirements;
20. the Authorizing Document must include a provision requiring the City to use any
surplus proceeds from the obligations remaining after completion of the water
supply project, to redeem, in inverse annual order, the obligations owned by the
Board;
21. if a bond insurance policy is utilized:
(a) thirty (30) days before closing, the City shall submit a draft of the policy to
the Board's Executive Administrator for a determination on whether the
policy provides appropriate security in accordance with Board policies;
(b) prior to closing, the City shall provide the executed underlying documents
of the policy (e.g. commitment letter, specimen policy) in a form and
substance that is satisfactory to the Board's Executive Administrator; and
(c) prior to closing, the Attorney General of the State of Texas must have
considered the use of said policy as a part of its approval of the proposed
bond issue.
22. prior to closing, and if not previously provided with the application, the City shall
submit an executed engineering contract for design and construction, an executed
financial advisor contract, and an executed bond counsel contract in a form and
substance that are satisfactory to the Board's Executive Administrator;
23. loan proceeds shall not be used by the City when sampling, testing, removing or
disposing of contaminated soils and/or media at the project site. The Authorizing
Document shall include an environmental indemnification provision wherein the
City agrees to indemnify, hold harmless and protect the Board from any and all
claims, causes of action or damages to the person or property of third parties arising
from the sampling, analysis, transport, storage, treatment and disposition of any
contaminated sewage sludge, contaminated sediments and/or contaminated media
that may be generated by the City, its contractors, consultants, agents, officials and
employees as a result of activities relating to the project to the extent permitted by
law; and
24. should one or more of the provisions in this resolution be held to be null, void,
voidable or, for any reason whatsoever, of no force and effect, such provision(s)
4
shall be construed as severable from the remainder of this resolution and shall not
affect the validity of all other provisions of this resolution which shall remain in full
force and effect.
25. the Executive Administrator of the Board may require that the City execute a
separate financing agreement in form and substance acceptable to the Executive
Administrator,
26. that prior to the release of construction funds for that portion of a project that
proposes surface water development, the Executive Administrator must have a
written finding that the City has the right to use water that the project financed by
the Board will provide.;
PROVIDED, however, the Authorizing Document is subject to the following special
conditions:
27. that this the loan is approved for funding under the Board's pre -design funding
option, as specified in 31 TAC §363.1206 of the Board's rules, and initial and
future releases of funds are subject to all of the Board's rules relating to such
funding option;
28. the Authorizing Document must contain a provision that requires as follows:
(a) if system revenues are actually on 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 and collected may be reduced to the extent and by the
amount of revenues then on deposit in the Interest and Sinking Fund; or
(b) if surplus revenues are based upon budgeted amounts:
L the Authorizing Document must include a requirement that the City
transfer and deposit in the Interest and Sinking Fund each month an
amount of not less than 1/12th of the annual debt' service on the
obligations until the amount on deposit in the Interest and Sinking
Fund equals the amount required for annual debt service on the
obligations; further, that the ordinance authorizing the issuance of the
obligations must include a requirement that the City shall not transfer
any funds from the City's pledged system revenues to any fund other
than the Interest and Sinking Fund until such time as an amount equal
to the annual debt service on the obligations for the then -current fiscal
year has been deposited in the Interest and Sinking Fund;
ii. the Authorizing Document must include a requirement that for each
' year that the obligations are outstanding, and prior to the time taxes are
to be levied for such year, the City shall establish, adopt, and maintain
an annual budget that provides for either the monthly deposit of
sufficient surplus pledged revenues and/or tax revenues, the monthly
deposit of any other legally available funds on hand at the tine of the
adoption of the annual budget, or a combination thereof, into the
Interest and Sinking Hund for the repayment of the obligations; and
iii. the Authorising Document must include a requirement that the City at
ail times maintain and collect sufficient rates and charges in
conjunction with any other legally available fiends so that alter payment
of the costs of operating and maintaining the system, it produces
revenues in an amount not less than 1.10 times debt service
requirements of all outstanding bonds of the City and other obligations
of the City which are secured in whole or in part by the pledged
revenues, for which the City is budgeting the repayment of such
obligations, or the City shall provide documentation which evidences
the levy and collection of an ad valorem tax rate dedicated to the
Interest and Sinking Pond, in conjunction with any other legally
available fiends, sufficient for the repayment of debt service
requirements;
29. prior to the release of constl•uction fields for that portion of a project that proposes
ground water or surface water development, the Board's Executive Administrator
must either (a) issue a written finding that the City has the right to appropriate and
use the water required by the project being financed by the Board; or (b) a written
determination that a reasonable expectation exists that such a finding will be made
before any release of funds for construction;
APPROVED and ordered of record this, the 21" day of January, 2010.
TEXAS NATER DEVELOPMENT BOARD
.JamE. Herring, Chairman
FITTEST:
f
.I. 6wp Mand
Exccutivc Administrator
6
ATTACHMENT B
DESCRIPTION OF BORROWER CERTIFICATES OF OBLIGATION
Title of Borrower Certificates of Obligation City of Lubbock Combination Tax and
Waterworks System Surplus Revenue
Certificates of Obligation, Series 2010C
Project Name Lake Alan Henry Pipeline Construction
Project Number 21608
Loan Number
Aggregate Principal Amount of Borrower Certificates of Obligation $41,000,000
Anticipated Closing Date
Dated Date: [To Come]
Maturity Schedule: [To Come]
Maturity Principal Amount
7
James E. Herring, Chairman Jack Hunt, Vice Chairman
Lewis H. McMahan, Member J. Kevin Ward Thomas Weir Labatt 111, Member
Edward G. Vaughan, Member Executive Administrator Joe M. Crutcher, Member
February 16, 2010
Mr. Mike McGregor
City of Lubbock Utilities
Grant/Contract Manager
P.O. Box 2000
402 Municipal Drive
Lubbock, Texas 79457
Re: WIF Financing Agreement
Dear Mr. McGregor:
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Enclosed is the executed original financing agreement for WIF in the amount of
$41,000,000. It has been signed by Kevin Ward and notarized.
Please let me know if you have any questions regarding this matter. I can be
reached at (512) 475-2117.
Sincerely,
TPerontemayor
of Debt & Portfolio Management
Attachment
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