Minutes of the TEXAS WATER RESOURCES FINANCE AUTHORITY August 16, 2000

Chairman Jack Hunt called to order the meeting of the Texas Water Resources Finance Authority at 9:24 a.m. in the Trinity Room of the Ambassador Hotel, Amarillo, Texas. The following Board members were present, constituting a quorum:

Jack Hunt, Chairman Wales H. Madden, Jr., Secretary/Treasurer William B. Madden, Member Bill Meadows, Member

Vice Chairman Noe Fernandez and member Kathleen White were absent.

Persons attending were among those present at the Texas Water Development Board meeting of the same date.

The Authority then considered items on the formal agenda in the following order.

1. CONSIDER APPROVAL OF THE Minutes of the JULY 19, 2000 MEETING.

Mr. Meadows moved to approve the minutes as submitted; Mr. William Madden seconded the motion; it passed unanimously 4-0.

2. CONSIDER AUTHORIZING THE EXECUTIVE ADMINISTRATOR AND DIRECTOR OF DEBT MANAGEMENT TO ISSUE A REQUEST FOR QUALIFICATIONS (RFQ) FOR THE SELECTION OF A NEW UNDERWRITING TEAM FOR FUTURE AUTHORITY NEGOTIATED BOND ISSUES AND RELATED TRANSACTIONS.

Ms. Nancy Marstiller, Director of Debt Management, discussed the process of soliciting and rating Requests for Qualifications for a new underwriting team, noting that all investment bankers should refrain from contact or communication with Board/Authority members or key staff members during the two-month process. She reported good performance by the existing team including work with five different firms as Senior Manager and efforts by the remaining firms of the underwriting team on various Board transactions. She recommended continuation of the team concept and authorization to issue the RFQ as presented.

Mr. Wales Madden moved to approve the staff recommendation; Mr. William Madden seconded the motion; it passed unanimously 4-0.

3. CONSIDER EXTENSION OF EXISTING BOND COUNSEL CONTRACTS.

General Counsel Suzanne Schwartz explained that Board/Authority bond counsel contracts were awarded to McCall, Parkhurst & Horton, Vinson & Elkins, and Wickliff & Hall in September 1998 following a request for proposals. The RFP allowed for three one-year extensions of the contracts and the first extension was approved in August 1999. Ms. Schwartz said the Attorney General's office has approved extension of the contracts as presented. She recommended approval.

Mr. Meadows moved to approve the staff recommendation; Mr. William Madden seconded the motion; it passed unanimously 4-0.

4. CONSIDER AUTHORIZING A TRANSFER TO THE BOARD OF $237,360 AS A FUTURE PAYMENT.

Deputy Executive Administrator Kevin Ward explained that the transfer represents the biennial transfer of surplus TWRFA funds in the form of a future payment. The amount is available through legislative appropriation for specific activities. He recommended approval.

Mr. William Madden moved to approve the staff recommendation; Mr. Wales Madden seconded the motion; it passed unanimously 4-0.

The meeting was adjourned at 9:34 a.m.

APPROVED and ordered of record this the 18th day of October, 2000.

TEXAS WATER RESOURCES FINANCE AUTHORITY

Jack Hunt, Chairman

ATTEST:

Wales H. Madden,Jr., Secretary/Treasurer