R-2022-315 - 9/22/2022RESOLUTION NO. R-2022-315
WHEREAS, on February 24, 2022, the City and the Round Rock Transportation and
Economic Development Corporation ("RRTEDC") approved the submission of an application by
RRTEDC to the Texas Department of Transportation for financial assistance in the form of a loan of
up to $27,000,000.00 from the State Infrastructure Bank; and
WHEREAS, the Texas Transportation Commission, the governing body of the Texas
Department of Transportation, has approved the loan application; and
WHEREAS, the bylaws of the RRTEDC require that said State Infrastructure Loan Agreement
with the Texas Department of Transportation be approved by the City Council; and
WHEREAS, RRTEDC desires to utilize loan proceeds from the Texas Department of
Transportation for the costs associated with utility relocation, right-of-way acquisition, and
construction necessary for a non -tolled, off -system project involving various improvements to Gattis
School Road in Williamson County ("Project"); and
WHEREAS, the Project is a qualifying project suitable for infrastructure necessary to promote
or develop new or expanded business enterprises, in accordance with Section 501.103 of the Local
Government Code; and
WHEREAS, the Transportation Code Section 222.0745 authorizes RRTEDC to enter into the
State Infrastructure Bank Loan Agreement to finance said Project and the City agrees with the
financing of said project through the State Infrastructure Bank Loan; and
WHEREAS, City agrees to enter into a Project Agreement with RRTEDC evidencing the
duties and responsibilities of the respective parties with respect to the financing, construction and
acquisition of the Project; and
WHEREAS, the City Council wishes to approve said State Infrastructure Loan Agreement
with the Texas Department of Transportation and authorize the Mayor to execute the related Project
Agreement, Now Therefore
0112.20222; 48674001-6179
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the State Infrastructure Loan Agreement with the Texas Department of Transportation
approved by the Round Rock Transportation and Economic Development Corporation, which is
attached hereto as Exhibit "A," and incorporated herein for all purposes, is hereby approved.
That the Mayor is hereby authorized and directed to execute on behalf of the City a related
Project Agreement with the Round Rock Transportation and Economic Development Corporation, a
copy of the same being attached hereto as Exhibit `B" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 22nd day of September, 2022.
ATTEST:
613-
MEAGAN S KS, CitJ Clerk
CRAIG MOR N, Mayor
City of/Roun ock, Texas
2
EXHIBIT
"A„
THE STATE OF TEXAS
COUNTY OF TRAVIS
SIB #S2021-007-05
Round Rock TEDC - (Austin District)
CSJ #0914-05-218
�1
STATE INFRASTRUCTURE BANK
LOAN AGREEMENT
This State Infrastructure Bank Loan Agreement (Agreement) is made by and between
the Texas Transportation Commission (Commission) acting by and through the Texas
Department of Transportation (Department), an agency of the State of Texas (State), and
Round Rock Transportation and Economic Development Corporation (Borrower), a public
instrumentality and non-profit industrial development corporation created pursuant to the
Development Corporations Act, Chapters 501 and 505, Texas Local Government Code, as
amended, formerly the Development Corporation Act of 1979, Article 5190.6 4(b), Vernon's
Annotated Texas Civil Statutes, as amended, (Act) and acting by and through its Board of
Directors, located in Williamson County, Texas.
WITNESSETH
WHEREAS, the Secretary of Transportation of the United States Department of
Transportation is authorized by the National Highway System Designation Act (Section 350
of Public Law 104-59) to enter into cooperative agreements with certain states, including
Texas, to establish a state infrastructure bank for the purpose of making loans and providing
other financial assistance to public and private entities, so as to encourage public and private
investment in transportation facilities, expand the availability of funding for transportation
projects, and reduce state costs; and
WHEREAS, the Texas Legislature established the State Infrastructure Bank (SIB) as
an account in the State Highway Fund to be administered by the Texas Transportation
Commission (Transportation Code, Chapter 222, Subchapter D); and
WHEREAS, the Texas Transportation Commission has adopted rules to implement
the SIB program, including eligibility criteria for financial assistance (Title 43, Texas
Administrative Code JAC), Part 1, Chapter 6); and
WHEREAS, the Borrower is developing a project in Williamson County, Texas to
make various improvements to Gattis School Road, identified as CSJ # 0914-05-218
(Project). The Borrower is providing the actual cost of utility relocation, right-of-way
acquisition and construction necessary for the Project; and
WHEREAS, the Borrower is a public entity in Texas and is authorized by law to
construct, maintain, or finance the construction of the Project and may borrow money from
the SIB under Texas Transportation Code §222.0745 for that purpose; and
WHEREAS, in accordance with 43 TAC §6.23, the Borrower submitted an application
to the Department seeking to borrow Twenty -Seven Million Dollars ($27,000,000) from the
SIB to pay for Borrower's actual cost of utility relocation, right-of-way acquisition and
construction of the Project; and
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WHEREAS, In accordance with 43 Texas Administrative Code (TAC) §6.32(c)(2): (1)
the Project is consistent with the Statewide Long -Range Transportation Plan; (2) the Project
is not in a Clean Air Act non -attainment area; (3) the Project will improve the efficiency of
the State's transportation systems; (4) the Project will expand the availability of funding for
transportation Projects or reduce direct State costs; and (5) the application shows that the
Project and the applicant are likely to have sufficient revenues to assure repayment of the
financial assistance; and
WHEREAS, the Borrower passed Resolution No. TB-2022-003 on February 24, 2022
(Borrower Resolution), authorizing the SIB loan application in the amount of up to Twenty -
Seven Million Dollars ($27,000,000). The above -referenced resolution is attached hereto as
Exhibit A; and
WHEREAS, in accordance with 43 TAC §6.32, the Department reviewed, analyzed,
and found the application to be in compliance with the requirements of 43 TAC Chapter 6;
and
WHEREAS, the Texas Transportation Commission, in Minute Order No. 116240
dated May 26, 2022, and Minute Order No. 116255 dated June 23, 2022, attached hereto
as Exhibit B, granted preliminary and final approval of the application from the Borrower to
borrow up to Twenty -Seven Million Dollars ($27,000,000) from the SIB, and authorized the
Executive Director of the Department or his designee to enter into a financial assistance
agreement with the Borrower to finance the Borrower's actual cost of utility relocation, right-
of-way acquisition, and construction of the Project; and
WHEREAS, the Borrower also passed Resolution No. Enter resolution number. on
September 22, 2022, authorizing the Borrower's President to enter into this Agreement for
a loan in the amount of Twenty -Seven Million Dollars ($27,000,000), attached hereto as
Exhibit C; and
WHEREAS, the Borrower has submitted a certificate warranting that the proposed
security is eligible to be used to repay the loan and that the financial assistance will not
violate any of the borrowing or bond commitments the borrower may have in place; and
WHEREAS, the Department has determined that the money in the SIB to be used to
make the loan is "secondary funds" and "financial assistance from other than general
obligation bond proceeds," as those terms are used in 43 TAC Chapter 6; and
WHEREAS, the Borrower will repay the loan with funds other than federal funds.
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CSJ #0914-05-218
NOW, THEREFORE, the Department and the Borrower agree as follows:
AGREEMENT
Article 1. Financial Assistance.
A. SIB Loan. The Department, on behalf of the Commission, will make a loan to the
Borrower in the amount of Twenty -Seven Million Dollars ($27,000,000) from the SIB (SIB
Loan) to finance the actual costs of the Borrower's actual cost of utility relocation, right-of-
way acquisition and construction of the Project.
B. SIB Loan Disbursement. On September 30, 2022 (Deposit Date), the Department will
transfer the amount of Twenty -Seven Million Dollars ($27,000,000) from the SIB (SIB Loan
Proceeds) to the Borrower for deposit with the Borrower's depository bank JPMorgan Chase
Bank, located in Austin, Texas, into an account established by the Borrower with its
depository bank or investment pool as prescribed by state law (Project Account). The
Borrower shall use the SIB Loan Proceeds for payment of the Borrower's actual cost of utility
relocation, right-of-way acquisition, and construction the Project. The Borrower shall not use
the SIB Loan Proceeds for any purpose other than that described in this Agreement.
The investment of any SIB Loan Proceeds shall be handled in a manner that complies with
the Public Funds Investment Act, Texas Government Code, Chapter 2256. The SIB Loan
Proceeds shall be adequately collateralized in a manner that complies with the Public Funds
Collateral Act, Texas Government Code, Chapter 2257. The depository bank shall not
commingle funds in the Project Account with any other funds held by the depository bank or
the investment pool. If, during the course of this Agreement, the Borrower wishes to change
its depository bank or investment fund, the Borrower shall obtain the Department's approval
prior to the transfer of any remaining SIB Loan Proceeds or any other funds into an
equivalent account in the new depository bank or investment fund, subject to the same
security and fund segregation requirements described in this Agreement.
C. Security Provisions.
(1) Pledge of Sales Tax Revenues.
(A) Definitions: For all purposes of this Agreement, the following definitions
shall apply:
"2022 SIB Loan Reserve Fund" means the reserve fund created, established and maintained
by the Borrower under this Agreement and the Borrower Resolution.
"Act" means the Development Corporation Act, V.T.C.A. Local Government Code, Title 12,
Subtitle C1, as amended, (formerly known as the Tex. Rev. Civ. Stat. Ann. Article 5190.6,
Section 413), particularly Chapters 501 and 505 of the Local Government Code.
"Additional Parity Obligations" means bonds, notes, warrants, certificates of obligation or
other debt obligations which the Borrower reserves the right to issue or enter into, as the
case may be, in the future in accordance with the terms and conditions provided in the
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resolutions authorizing the Previously Issued Parity Obligations, and which, together with
the Previously Issued Parity Obligations, are equally and ratably secured by a first lien on
and pledge of the Pledged Revenues on a parity with the Previously Issued Parity
Obligations under the terms of the resolutions authorizing the Previously Issued Parity
Obligations and any Additional Parity Obligations Resolution.
"Additional Parity Obligations Resolution" means any resolution of the Board of Directors of
the Borrower authorizing and providing the terms and provisions of the Additional Parity
Obligations.
"Annual Debt Service Requirements" means, as of the date of calculation, the principal of
and interest on all Parity Obligations coming due at Maturity or Stated Maturity (or that could
come due on demand of the owner thereof other than by acceleration or other demand
conditioned upon default by the Borrower on such Debt, or be payable in respect of any
required purchase of such Debt by the Borrower) in such Fiscal Year, and, for such
purposes, any one or more of the following rules shall apply at the election of the Borrower:
(a) If the principal (including the accretion of interest resulting from original
issue discount or compounding of interest) of any series or issue of Funded Debt due
(or payable in respect of any required purchase of such Funded Debt by the
Borrower) in any Fiscal Year either is equal to at least 25% of the total principal
(including the accretion of interest resulting from original issue discount or
compounding of interest) of such Funded Debt or exceeds by more than 50% the
greatest amount of principal of such series or issue of Funded Debt due in any
preceding or succeeding Fiscal Year (such principal due in such Fiscal Year for such
series or issue of Funded Debt being referred to herein as "Balloon Debt"), the
amount of principal of such Balloon Debt taken into account during any Fiscal Year
shall be equal to the debt service calculated using the original principal amount of
such Balloon Debt amortized over the Term of Issue on a level debt service basis at
an assumed interest rate equal to the rate borne by such Balloon Debt on the date of
calculation;
(b) In the case of Balloon Debt, if a designated financial officer of the
Borrower shall deliver to the Issuer a certificate providing for the retirement of (and
the instrument creating such Balloon Debt shall permit the retirement of), or for the
accumulation of a sinking fund for (and the instrument creating such Balloon Debt
shall permit the accumulation of a sinking fund for), such Balloon Debt according to
a fixed schedule stated in such certificate ending on or before the Fiscal Year in which
such principal (and premium, if any) is due, then the principal of (and, in the case of
retirement, or to the extent provided for by the sinking fund accumulation, the
premium, if any, and interest and other debt service charges on) such Balloon Debt
shall be computed as if the same were due in accordance with such schedule,
provided that this clause (2) shall apply only to Balloon Debt for which the installments
previously scheduled have been paid or deposited to the sinking fund established
with respect to such Debt on or before the times required by such schedule; and
provided further that this clause (2) shall not apply where the Borrower has elected
to apply the rule set forth in clause (1) above;
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(c) Principal of and interest on Parity Obligations, or portions thereof, shall
not be included in the computation of the Annual Debt Service Requirements for any
Fiscal Year for which such principal or interest are payable from funds on deposit or
set aside in trust for the payment thereof at the time of such calculations (including
without limitation capitalized interest and accrued interest so deposited or set aside
in trust) with a financial institution acting as fiduciary with respect to the payment of
such Debt; and
(d) As to any Parity Obligations that bear interest at a variable interest rate
which cannot be ascertained at the time of calculation of the Annual Debt Service
Requirement then, at the option of the Borrower, either (A) an interest rate equal to
the average rate borne by such Parity Obligations (or by comparable debt in the event
that such Parity Obligations has not been outstanding during the preceding 24
months) for any 24 month period ending within 30 days prior to the date of calculation,
or (B) an interest rate equal to the 30-year Revenue Bond Index (as most recently
published in The Bond Buyer), shall be presumed to apply for all future dates, unless
such index is no longer published in The Bond Buyer, in which case an index of
revenue bonds with maturities of at least 20 years which is published in a financial
newspaper or journal with national circulation may be used for this purpose (if two
series of Parity Obligations which bear interest at variable interest rate, or one or
more maturities within a Series, of equal par amounts, are issued simultaneously with
inverse floating interest rates providing a composite fixed interest rate for such Parity
Obligations taken as a whole, such composite fixed rate shall be used in determining
the Annual Debt Service Requirement with respect to such Parity Obligations);
With respect to any calculation of historic data, only those payments actually made in the
subject period shall be taken into account in making such calculation and, with respect to
prospective calculations, only those payments reasonably expected to be made in the
subject period shall be taken into account in making the calculation.
"Annual Expenditure Report" means a report listing actual expenditures of SIB loan
proceeds including the date of payment of the expenditure, the vendor name, a short
description of services or products delivered, and the amount of the expenditure. The
report shall also contain the beginning and ending balance of loan proceeds in the SIB
loan Project Account. This report shall be submitted annually on the Payment Date until all
loan proceeds have been spent and reported.
"Average Annual Debt Service Requirements of this Agreement" means that average
amount which, at the time of computation, will be required to pay the annual debt service
requirements on this Agreement when due and derived by dividing the total of such annual
debt service requirements by the number of Fiscal Years then remaining before the stated
maturity of this Agreement. For the purposes of this definition, a fractional period of a
Fiscal Year shall be treated as an entire Fiscal Year. Capitalized interest payments
provided from proceeds, accrued interest and interest earnings thereon shall be excluded
in making such computation.
"Comptroller" means the Comptroller of Public Accounts of the State of Texas, and any
successor official or officer thereto.
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CSJ #0914-05-218
"Debt" means:
(a) all indebtedness payable from Pledged Revenues incurred or assumed
by the Borrower for borrowed money and all other financing obligations payable
from Pledged Revenues that, in accordance with generally accepted accounting
principles, are shown on the liability side of a balance sheet; and
(b) all other indebtedness payable from Pledged Revenues (other than
indebtedness otherwise treated as Debt hereunder) for borrowed money or for the
acquisition, construction or improvement of property or capitalized lease obligations
that is guaranteed, directly or indirectly, in any manner by the Borrower, or that is in
effect guaranteed, directly or indirectly, by the Borrower through an agreement,
contingent or otherwise, to purchase any such indebtedness or to advance or
supply funds for the payment or purchase of any such indebtedness or to purchase
property or services primarily for the purpose of enabling the debtor or seller to
make payment of such indebtedness, or to assure the owner of the indebtedness
against loss, or to supply funds to or in any other manner invest in the debtor
(including any agreement to pay for property or services irrespective of whether or
not such property is delivered or such services are rendered), or otherwise.
For the purpose of determining Debt, there shall be excluded any particular Debt if, upon
or prior to the Maturity thereof, there shall have been deposited with the proper depository
(a) in trust the necessary funds (or investments that will provide sufficient funds, if
permitted by the instrument creating such Debt) for the payment, redemption, or
satisfaction of such Debt or (b) evidence of such Debt deposited for cancellation; and
thereafter it shall not be considered Debt. No item shall be considered Debt unless such
item constitutes indebtedness under generally accepted accounting principles applied on a
basis consistent with the financial statements of the Borrower in prior Fiscal Years.
"Fiscal Year" means the twelve-month accounting period used by the Borrower, currently
ending on September 30 of each year, which may be any twelve consecutive month period
established by the Borrower, but in no event may the Fiscal Year be changed more than
one time in any three calendar year period.
"Funded Debt" means all Parity Obligations created or assumed by the Borrower that
mature by their terms (in the absence of the exercise of any earlier right of demand), or
that are renewable at the option of the Borrower to a date, more than one year after the
original creation or assumption of such Debt by the Borrower.
"Junior Lien Debt Service Fund" means the special fund created, established and
maintained by the Borrower Resolution and this Agreement for the payment of debt service
on Junior Lien Obligations, including Principal Payment and Interest Payments due on the
SIB Loan.
"Junior Lien Obligations" means (i) the Borrower's payment obligations under this
Agreement, (ii) any bonds, notes, warrants, certificates of obligation, contractual
obligations or other debt issued by the Borrower that are payable, in whole or in part, from
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and equally and ratably secured by a lien on and pledge of the Pledged Revenues, such
pledge being subordinate and inferior to the lien on and pledge of the Pledged Revenues
that are or will be pledged to the payment of any Parity Obligations issued by the Borrower
but senior to the lien on and pledge of the Pledged Revenues that are or will be pledged to
the payment of any Subordinate Lien Obligations, and (iii) obligations hereafter issued to
refund any of the foregoing if issued in a manner that provides that the refunding bonds
are payable from and equally and ratably secured, in whole or in part, by a lien on and
pledge of the Pledged Revenues on a parity with the Junior Lien Obligations. As of the
date of this Agreement, the Borrower has no outstanding Junior Lien Obligations other
than this Agreement.
"Maturity" means, when used with respect to any Debt, the date on which the principal of
such Debt or any installment thereof becomes due and payable as therein provided,
whether at the Stated Maturity thereof or by declaration of acceleration, call for
redemption, or otherwise.
"Maximum Annual Debt Service Requirements" means the greatest requirements of
Annual Debt Service Requirements (taking into account all mandatory principal redemption
requirements) scheduled to occur in any future Fiscal Year or in the then current Fiscal
Year for the particular obligations for which such calculation is made. Capitalized interest
payments provided from Debt proceeds, accrued interest on any Debt, and interest
earnings thereon shall be excluded in making such computation.
"Outstanding" — means, when used in this Agreement with respect to Parity Obligations, as
of the date of determination, the Parity Obligations theretofore sold, issued and delivered
by the Borrower, except:
(a) those Parity Obligations canceled or delivered to the transfer agent or
registrar for cancellation in connection with the exchange or transfer of such obligations;
(b) those Parity Obligations paid or deemed to be paid in accordance with the
defeasance provisions of any resolution authorizing such Parity Obligations; or
(c) those Parity Obligations that have been mutilated, destroyed, lost, or stolen
and replacement obligations have been registered and delivered in lieu thereof.
"Parity Obligations" means, collectively, the Previously Issued Parity Obligations and any
Additional Parity Obligations.
"Pledged Revenues" means all of the Borrower's receipts of the Sales Tax, less any
amounts due or owing to the Comptroller as charges for collection or retention by the
Comptroller for refunds and to redeem dishonored checks and drafts, to the extent such
charges and retentions are authorized or required by law.
"Previously Issued Parity Obligations" means the Borrower's outstanding obligations
entitled "Round Rock Transportation and Economic Development Corporation Senior Lien
Sales Tax Revenue Refunding Bond, Series 2017," "Round Rock Transportation and
Economic Development Corporation Senior Lien Sales Tax Revenue Bonds, Taxable
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Series 2019" and "Round Rock Transportation and Economic Development Corporation
Senior Lien Sales Tax Revenue Bonds, Taxable Series 2021".
"Reserve Fund Obligation" means, to the extent permitted by law, as evidenced by an
opinion of nationally recognized bond counsel, a surety bond or insurance policy deposited
in the 2022 SIB Loan Reserve Fund, whereby the issuer of such obligation is obligated to
provide funds up to and including the maximum amount and under the conditions specified
in such agreement or instrument.
"Sales Tax" shall mean the one-half of one percent sales and use tax levied by the
Borrower within the boundaries of the Borrower as they now or hereafter exist, together
with any increases in the aforesaid rate if provided and authorized by the laws of the State
of Texas, including specifically the Act and collected for the benefit of the Borrower, all in
accordance with the Act, including Chapter 505 of the local Government Code.
"Stated Maturity" means the annual principal payments of the Parity Obligations payable
on the respective dates set forth in the resolutions which authorized the issuance of such
Parity Obligations.
"Subordinate Lien Obligations" means (i) any bonds, notes, warrants, certificates of
obligation, contractual obligations or other debt issued by the Borrower that are payable, in
whole or in part, from and equally and ratably secured by a lien on and pledge of the
Pledged Revenues, such pledge being subordinate and inferior to the lien on and pledge
of the Pledged Revenues that are or will be pledged to the payment of any Parity
Obligations and Junior Lien Obligations issued by the Borrower, and (ii) obligations
hereafter issued to refund any of the foregoing if issued in a manner that provides that the
refunding bonds are payable from and equally and ratably secured, in whole or in part, by
a lien on and pledge of the Pledged Revenues on a parity with the Subordinate Lien
Obligations. As of the date of this Agreement, the Borrower has no outstanding
Subordinate Lien Obligations.
"Term of Issue" means with respect to any Balloon Debt, a period of time equal to the
greater of (i) the period of time commencing on the date of issuance of such Balloon Debt
and ending on the final maturity date of such Balloon Debt or (ii) twenty-five years.
(B) Pledge of Sales Tax Revenues: The Borrower's payment obligations
under this Agreement are authorized pursuant to the Borrower's resolution, attached here
to as Exhibit C, as Junior Lien Obligations. The Borrower's payment obligations under this
Agreement, together with any additional Junior Lien Obligations which may be issued in
accordance herewith and in accordance with the resolutions authorizing Previously Issued
Parity Obligations and any Additional Parity Obligations, are and shall be secured by and
payable from a lien on and pledge of the Pledged Revenues, such pledge being subordinate
and inferior to the lien on and pledge of the Pledged Revenues that are or will be pledged to
the payment of any Parity Obligations issued by the Borrower, but senior to the lien on and
pledge of the Pledged Revenues that are or will be pledged to the payment of any
Subordinate Lien Obligations.
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(2) Reserve Fund.
(a) The Borrower hereby covenants and agrees with the Department that
it will provide for the accumulation of, and when accumulated, will thereafter continuously
maintain in the 2022 SIB Loan Reserve Fund an amount equal to not less than the Average
Annual Debt Service Requirements of this Agreement (calculated on a Fiscal Year basis)
(Required Reserve Amount). The 2022 SIB Loan Reserve Fund only secures this
Agreement. Immediately following the effective date of this Agreement and at each
subsequent time that the requirement to maintain and accumulate the 2022 SIB Loan
Reserve Fund is reinstated by this Section (Calculation Date), the appropriate Borrower
officials shall calculate and determine the Average Annual Debt Service Requirements of this
Agreement. After deducting the amount then on deposit in the 2022 SIB Loan Reserve Fund,
if any, from such calculation, the amount of the difference, if any, shall be deposited in the
2022 SIB Loan Reserve Fund in sixty (60) substantially equal monthly payments on or before
the 10th day of each month; the initial monthly deposit to be made on or before the 10th day
of the month next following the Calculation Date. After the total amount required to be on
deposit in the 2022 SIB Loan Reserve Fund has been accumulated, monthly payments to
said fund may be terminated; provided, however, should the amount on deposit therein be
reduced below the Required Reserve Amount after the same has been accumulated,
payments to said fund in an amount equal to the deficiency shall be resumed and continued
to be made on or before the 10th day of each month until the total amount then required to
be on deposit in the 2022 SIB Loan Reserve Fund has been fully restored. In the event
money in the 2022 SIB Loan Reserve Fund is used for an authorized purpose while monthly
payments are being made to said fund, the amount required to restore the sum then required
to be on deposit therein shall be added to the payments then being made in the following
month or months until the total amount then required to be on deposit in said fund has been
fully restored. Any cash or investments purchased with such cash in the 2022 SIB Loan
Reserve Fund shall be drawn upon prior to any drawing upon any Reserve Fund Obligation
provided pursuant to subsection (b) below.
(b) Notwithstanding the requirements of subsection (a) above, the
Borrower may provide a Reserve Fund Obligation issued in amounts equal to all or part of
the Average Annual Debt Service Requirements of this Agreement in lieu of depositing cash
into the 2022 SIB Loan Reserve Fund; provided, however, that no such Reserve Fund
Obligation may be so substituted unless (i) the substitution of the Reserve Fund Obligation
will not cause any ratings then assigned to this Agreement to be lowered and (ii) the
resolution authorizing the substitution of the Reserve Fund Obligation for all or part of the
Average Annual Debt Service Requirements of this Agreement contains (A) a finding that
such substitution is cost effective and (B) a provision that the interest due on any repayment
obligation of the Borrower by reason of payments made under such policy does not exceed
the highest lawful rate on interest which may be paid by the Borrower at the time of the
delivery of the Reserve Fund Obligation. The Borrower reserves the right to apply the
proceeds of the Revenue Fund established by the resolutions authorizing the Previously
Issued Parity Obligations to payment of the subrogation obligation incurred by the Borrower
(including interest) to the Borrower of the Reserve Fund Obligation, the payment of which
will result in the reinstatement of such Reserve Fund Obligation, prior to making payment
required to be made to the 2022 SIB Loan Reserve Fund pursuant to the provisions of this
Section to restore the balance in such fund to the Required Reserve Amount.
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(c) In the event a Reserve Fund Obligation issued to satisfy all or part of
the Borrower's obligation with respect to the 2022 SIB Loan Reserve Fund causes the
amount then on deposit in the 2022 SIB Loan Reserve Fund to exceed the Required
Reserve Amount, the Borrower, may transfer such excess amount to any fund or funds
established for the payment of or security for this Agreement (including any escrow
established for the final payment of this Agreement pursuant to Chapter 1207, Texas
Government Code) or use such excess amount for any lawful purpose now or hereafter
provided by law.
(d) Notwithstanding anything to the contrary contained herein, the
requirement set forth in subsection (a) above to maintain and accumulate the Required
Reserve Amount in the 2022 SIB Loan Reserve Fund shall be suspended for such time as
the Pledged Revenues for each Fiscal Year (including Fiscal Years prior to the effective date
of this Agreement) are equal to at least 1.40 times the Maximum Annual Debt Service
Requirements of all then Outstanding Parity Obligations. In the event that the Pledged
Revenues for any Fiscal Year are less than 1.40 times the Maximum Annual Debt Service
Requirements of all then Outstanding Parity Obligations, the Borrower will be required to
commence maintaining or accumulating the Required Reserve Amount in the 2022 SIB Loan
Reserve Fund as provided in this Section, and to continue maintaining or accumulating the
Required Reserve Amount in the 2022 SIB Loan Reserve Fund until the earlier of (i) such
time as the 2022 SIB Loan Reserve Fund is fully funded to the Required Reserve Amount
or (ii) the Pledged Revenues in each of two consecutive years have been equal to not less
than 1.40 times the Maximum Annual Debt Service Requirements of all then Outstanding
Parity Obligations. Notwithstanding the provisions of subsection (a) above, if the Borrower
commences deposits in the 2022 SIB Loan Reserve Fund and later is authorized to suspend
payments into the fund under this Section any funds so accumulated in the 2022 SIB Loan
Reserve Fund may, at the discretion of the Borrower: (i) remain in the 2022 SIB Loan
Reserve Fund or (ii) be used for any lawful purpose including additional projects or to pay
debt service on this Agreement.
D. Loan Repayment. The SIB Loan is to be repaid over a period of no more than twenty
(20) years, with a final maturity date of August 15, 2042, in accordance with the amortization
schedule attached to this Agreement as Exhibit D. Principal due on the SIB Loan shall be
due annually beginning on August 15, 2026, and on each August 15 thereafter including the
final principal payment date as shown on Exhibit D attached hereto (each a Principal
Payment Date), and in the amounts (each a Principal Payment) as shown on Exhibit D
attached hereto.
The SIB Loan shall not bear interest from the Deposit Date until the third anniversary of the
Deposit Date. From the third anniversary of the Deposit Date, the SIB Loan shall bear
interest from the Deposit Date as shown on Exhibit D at the rate of 2.10% per annum (Loan
Rate), such interest to be calculated on the basis of a 360-day year composed of twelve 30-
day months (each an Interest Payment). Interest Payments will be due annually beginning
on February 15, 2026, and on each August 15 and February 15 thereafter in the years as
shown on Exhibit D attached hereto (each an Interest Payment Date). The Principal
Payment Dates and the Interest Payment Dates are collectively referred to as (Payment
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Dates). If a Payment Date is not on a business day, the Interest Payment and/or Principal
Payment due shall be made on the next following business day.
E. Draw of Funds from Project Account. SIB Loan funds in the Project Account shall only
be drawn upon by the Borrower and used for Project costs as described in this Agreement.
All draws from the Project Account for such costs related to the Project shall be in
accordance with a requisition prepared by or approved by the Borrower, and all such
requisitions and Project costs shall be subject to the review and approval of the Department.
F. Junior Lien Debt Service Fund. The Borrower shall establish at its depository bank a
Junior Lien Debt Service Fund. Interest Payments due on the SIB Loan and each Principal
Payment due on the SIB Loan shall be deposited into this Junior Lien Debt Service Fund by
the Borrower prior to each Payment Date. On or before each Payment Date, the Borrower
shall cause its depository bank to transfer from the Junior Lien Debt Service Fund to the
Department, the applicable Interest Payment and/or Principal Payment as set forth in this
Agreement.
G. Advances. The repayment of all or any portion of the SIB Loan shall not entitle the
Borrower to any subsequent advances from the Department, nor shall the Department have
any obligation to advance to or for the benefit of the Borrower any amount in excess of the
SIB Loan. All costs incurred by the Borrower for its portion of the Project in excess of the
par amount of the SIB Loan shall be the responsibility of the Borrower.
H. Prepayment.
(1) Voluntary Prepayment. Principal due on the SIB Loan and interest accrued at
the Loan Rate through and including the date of prepayment may be prepaid by the Borrower
without penalty, in whole or in part, on any business day.
(2) Mandatory Prepayment. Should the Project or this Agreement be terminated
for any reason or should any amounts of disbursed SIB Loan Proceeds not be applied to
pay Project costs, the Borrower shall return any misapplied SIB Loan Proceeds or
unexpended portion of the SIB Loan Proceeds to the Department as a prepayment.
(3) Application of Prepayments. Upon receipt of a prepayment from the Borrower
of a portion (and not the whole) of the outstanding principal amount of the SIB Loan the
Department shall apply such prepayment to the outstanding principal due on the SIB Loan;
(4) Upon either voluntary or mandatory prepayment, the remaining principal due
on the SIB Loan will be re -amortized over the term of the SIB Loan and Exhibit D will be
revised by the Department to reflect the remaining Principal Payments and the revised
Interest Payments due; and
(5) Such revised Exhibit D shall be submitted to the Borrower to be attached to
and become an integral part of this Agreement.
I. Late Payment. Payments not received by the applicable Payment Date will bear
interest at the Loan Rate (with overdue interest, to the extent allowed by law, as well as
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overdue principal bearing interest) until paid. Such additional interest shall be calculated by
the Department on the basis of a 360-day year composed of twelve 30-day months. The
parties may prepare a revised Exhibit D (amortization schedule) showing the increase in
interest due resulting from late payment, default, or pursuant to other terms and conditions
of this Agreement.
J. Payment with Federal Funds. The Borrower hereby covenants and agrees that
federal funds will not be used to make payments due on the SIB Loan.
Article 2. Use of SIB Loan for Project Costs
The Borrower is developing the Project. The Borrower is responsible to fund the actual costs
of the costs of construction, relocating utilities, and acquiring right of way necessary for the
construction of the Project. The Borrower may use the SIB Loan only for the actual costs
incurred by the Borrower for such utility relocation, right-of-way acquisition and construction
necessary for the construction of the Project.
Article 3. Project Responsibilities for Federally -Funded Projects
A. The SIB Loan Proceeds are "secondary funds" and "financial assistance from other
than general obligation bond proceeds," as those terms are used in 43 TAC Chapter 6.
However, if any federal funds will be used to pay for, or reimburse costs of, the Project, with
respect to work on the Project, the Borrower and the Department are required to comply with
the requirements of the United States Code, Title 23, for federal -aid highways. The Borrower
and the Department must conduct all right-of-way or other land acquisitions, relocations, and
utility adjustments in accordance with the United States Code, Title 42 — The Public Health
and Welfare, Chapter 61 — Uniform Relocation Assistance and Real Property Acquisition
Policies for Federal and Federally Assisted Programs (the Uniform Act) and the regulations
issued thereunder.
B. The Borrower is responsible for funding its portion of Project costs in compliance with
all applicable federal, state, and local laws, regulations, policies, and ordinances. The
Department has certain rights and responsibilities related to the Project, including ensuring
that the completion of the Project is performed in compliance with all applicable laws,
regulations, and policies.
C. All plans and specifications for the Project shall be in compliance with the current
editions of the design and construction manuals of the Department, and the Standard
Specifications for the Construction and Maintenance of Highways, Streets, and Bridges (the
"Standard Specifications"), as they may apply. All construction plans shall be signed and
dated by a professional engineer licensed by the State of Texas.
D. The actions and decisions regarding the Project made by the Department shall not
be contestable by the Borrower.
E. The Borrower shall provide the Department and the Federal Highway Administration,
or their authorized representatives, with right of entry or access to all properties or locations
necessary to perform the work for the Project, inspect the work, or otherwise aid in the
prompt pursuit of the work. The Borrower shall also provide the Department, the Federal
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Highway Administration, the Comptroller General of the United States, and the Texas State
Auditor's Office, or their authorized representatives, with right of access to any books,
documents, papers, or other records of the Borrower which are pertinent to the Project or its
financing as described in this Agreement, in order to make audits, examinations, excerpts,
and transcripts, or to complete the Project accounting described in this Agreement.
Article 4. Project Accounting; Filing of Reports; Retention of Records
A. The Borrower shall account for: (i) all actual costs associated with the Borrower's
utility relocation, right-of-way acquisition, and construction of the Project, and (ii)
disbursements made to the Department, if any, associated with the Project using generally
accepted accounting principles in the United States, as promulgated by the Governmental
Accounting Standards Board or the Financial Accounting Standards Board, or pursuant to
applicable federal or state laws or regulations. The Borrower shall maintain its books and
records in accordance with generally accepted accounting principles in the United States,
as promulgated by the Governmental Accounting Standards Board or the Financial
Accounting Standards Board, or pursuant to applicable federal or State laws or regulations,
and with all other applicable federal and state requirements. The Borrower will make its
accounting records available at reasonable times to the Department for inspection during
performance of the Borrower's work related to the Project and upon its completion.
B. On each Principal Payment Date (until the next Principal Payment Date occurring
after the year in which all SIB Loan Proceeds are expended), the Borrower shall provide to
the Department (one copy to the Department's District Office and one copy to the
Department's SIB Administration Office) an accounting of the SIB Loan Proceeds expended
(Annual Expenditure Report). The Borrower shall also, at the Borrower's cost, have a full
audit of its books and records performed annually by an independent certified public
accountant selected by the Borrower and reasonably acceptable to the Department. The
audit must be conducted in accordance with generally accepted auditing standards
promulgated by the Financial Accounting Standards Board, the Governmental Accounting
Standards Board, or the standards of the Office of Management and Budget Circular A-133,
Audits of States, Local Governments and Non-profit Organizations, as applicable, and with
all other applicable federal and state requirements. The Borrower shall cause the auditor to
provide a full copy of the audit report and any other management letters or auditor's
comments directly to the Department within a reasonable period of time after an audit report
and any related documents have been provided to the Borrower's governing body.
C. The State Auditor may conduct an audit or investigation of the Borrower with respect
to the funds received from the Department directly under this Agreement or of the payments
received by third parties from the Borrower using the SIB Loan Proceeds. Acceptance of
funds directly under this Agreement or indirectly through payments using SIB Loan Proceeds
acts as acceptance of the authority of the State Auditor, under the direction of the legislative
audit committee, to conduct an audit or investigation in connection with those funds. An
entity that is the subject of an audit or investigation must provide the State Auditor with
access to any information the State Auditor considers relevant to the investigation or audit.
D. The Borrower shall retain all original Project files, records, accounts, and supporting
documents relating to the relocation of Borrower utilities needed for the Project until the later
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of the date that: (1) the Project is completed; (2) the SIB Loan has been paid in full; or (3)
the retention period required by State and federal law ends. The Borrower shall retain, or
cause its auditor to retain, all work papers and reports relating to an audit performed
pursuant to this Agreement until the fourth anniversary of the date of the audit report, unless
the Department notifies the Borrower in writing of a later date for the end of the retention
period. During the retention period, the Borrower shall make audit work papers available to
the Department within 30 days of the date that the Department requests those papers.
E. All information submitted by the Borrower (annual financial/disclosure information and
notices) to the Electronic Municipal Market Access ("EMMA") System of the Municipal
Securities Rulemaking Board with respect to the Borrower's bonds and other similar
obligations payable from the same revenues as the SIB Loan must be submitted to the
Department, within 30 days of posting to EMMA. Such information may be submitted to the
Department by hard copy or by notification to the Department of the Borrower's posting with
EMMA, together with the applicable CUSIP number(s).
F. The Borrower shall submit to the Department within 30 days of the date of adoption
the annual operating and capital budgets adopted by the Borrower each fiscal year under a
trust agreement, indenture, bond resolution or ordinance, or equivalent document securing
bonds or other obligations issued for a Project, and any amended or supplemental operating
or capital budget, approved by the Borrower and certified as correct by its chief
administrative officer or chief financial officer.
Article 5. Default
A. The Borrower shall be in default if it fails to repay the SIB Loan (the Principal
Payments and the Interest Payments) or otherwise fails to comply with any term of this
Agreement. The Department shall not be obligated to take further action nor resume its
obligations under this Agreement until the Borrower is no longer in default. The Borrower
shall reimburse the Department for all costs or other losses of funds resulting from any
default or failure to perform by the Borrower.
B. The Borrower agrees that in the event of a default under this Agreement the
Department may, by all legal and equitable means, require the Borrower and any appropriate
official of the Borrower (acting solely in his/her official capacity) to remedy any default under,
and carry out the provisions of, this Agreement, including specifically the use and filing of
mandamus proceedings. Venue for any legal proceedings shall be in Travis County, Texas.
Article 6. Borrower Solely Responsible
The Borrower agrees that it is solely responsible for all losses, costs, expenses, penalties,
claims, and liabilities due to activities of the Borrower and its agents, employees, officers, or
contractors performed under this Agreement, and which result from an error, omission, or
negligent act of the Borrower or any agent, employee, official, or contractor of the Borrower.
Notwithstanding anything in this Agreement to the contrary, this provision shall survive any
termination of this Agreement.
Article 7. Termination
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This Agreement may be terminated upon the occurrence of any of the following conditions:
A. If both parties to this Agreement agree in writing to such termination; provided,
however, that any such termination is specifically subject to the requirements of this
Agreement;
B. If the Department is unable to advance the SIB Loan Proceeds to the Borrower, the
Department shall terminate this Agreement and provide written notice thereof to the
Borrower;
C. If the Borrower is in default on a Principal Payment or Interest Payment required
under this Agreement, the Department may declare this Agreement to be terminated, or may
exercise any of the rights granted the Department in this Agreement; but the payment
obligations of the Borrower shall survive any such termination and shall continue in effect
until discharged and satisfied; and
D. Upon repayment in full by the Borrower of the SIB Loan, and compliance by the
Borrower with all other requirements of this Agreement, the Department shall execute and
deliver to the Borrower a letter or other notice of payment, provided that, upon the execution
and delivery of the written notice of payment by the Department, this Agreement shall
automatically terminate, except with respect to any obligation of a party related to any losses,
costs, expenses, penalties, claims, and liabilities due to the activities of a party, or any agent,
employee, official, or contractor of a party, which obligations shall survive such termination.
Article 8. Notices
All notices to either party by the other party required under this Agreement will be delivered
personally, via e-mail or sent by U.S. Mail, postage prepaid, addressed to such party at the
following respective addresses:
Texas Transportation Commission:
Texas Department of Transportation
Attn: Project Finance, Debt & Strategic
Contracts Division
SIB Administration
125 East 11 t" Street
Austin, TX 78701-2483
TexasSIB@txdot.gov
Borrower:
Round Rock TEDC
Attn: Chief Financial Officer
221 E. Main Street
Round Rock, TX 78664
smorgan@roundrocktexas.gov
All notices shall be deemed so delivered or deposited in the mail, unless otherwise provided
herein. A party may change the above address by sending written notice of the change to
the other party in the manner stated in this Article.
Article 9. Legal Construction
In case one or more of the provisions contained in this Agreement shall for any reason be
held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision thereof and this Agreement shall be
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construed as if such invalid, illegal, or unenforceable provision had never been contained
herein. In particular, but not by way of limitation, should all or any part of the pledge of
security in this Agreement for any reason be held invalid, illegal or unenforceable in any
respect, Borrower's obligations under this Agreement shall be treated as current expenses
of the Borrower subject to the annual appropriation of lawfully available funds by the
governing body of the Borrower for the payment of such obligations.
Article 10. Written Amendments
Any changes in the character, agreement, terms, or responsibilities of the parties must be
enacted through a written amendment. No amendment to this Agreement shall be of any
effect unless in writing and executed by both parties. Notwithstanding the foregoing,
revisions to Exhibit D that occur as contemplated in this Agreement must be in writing but
are not required to be executed by either party.
Article 11. Successors and Assigns
Except as provided in the next following sentence, this Agreement shall bind, and shall be
for the sole and exclusive benefit of, the respective parties. Each party is prohibited from
assigning any of the rights or obligations conferred by this Agreement to any third party
without the advance written approval of the other party. Any attempted assignment or other
transfer of the rights or obligations of this Agreement without the consent of the other party
shall be void and may be grounds for termination of this Agreement.
Article 12. Relationship of the Parties
Nothing in this Agreement shall be deemed or construed by the parties, or any third party,
as creating the relationship of principal and agent between the Department and the
Borrower.
Article 13. Interpretation
No provision of this Agreement shall be construed against or interpreted to the disadvantage
of any party by any court or other governmental or judicial authority by reason of such party
having or being deemed to have drafted, prepared, structured, or dictated such provision.
Article 14. Signatory Authority
Each party to this Agreement represents to the other that it is fully authorized to enter into
this Agreement and to perform its obligations hereunder, and that no waiver, consent,
approval, or authorization from any third party is required to be obtained or made in
connection with the execution, delivery, or performance of this Agreement. Each signatory
on behalf of the Department and the Borrower, as applicable, is fully authorized to bind that
entity to the terms of this Agreement.
Article 15. Taxable Obligations
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The SIB Loan is not a "state or local bond" within the meaning of section 103(a) and (c) of
the Internal Revenue Code of 1986, as amended; therefore, the interest on the SIB Loan is
not excludable from the gross income of the holders thereof for federal income tax purposes.
IN WITNESS WHEREOF, the Department and the Borrower have executed duplicate
counterparts of this Agreement.
***SIGNATURE PAGES FOLLOW***
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ROUND ROCK TRANSPORTATION & ECONOMIC DEVELOPMENT CORPORATION
In
Date:
Craig Morgan
President
Round Rock Transportation & Economic Development Corporation
TEXAS DEPARTMENT OF TRANSPORTATION
Executed for the purpose and effect of activating and/or carrying out the orders, established
policies, or work programs heretofore approved and authorized by the Texas Transportation
Commission.
is
Date:
Benjamin H. Asher
Project Finance, Debt & Strategic Contracts Division Director
Texas Department of Transportation
EXECUTION PAGE: SIB #S2021-007-05-01
Page 18 of 18
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EXHIBIT A
BORROWER'S RESOLUTIONS AUTHORIZING LOAN APPLICATION
Exhibit A
RESOLUTION NO. R-2022-059
WHEREAS, on February 24, 2022, the Board of Directors (the "Board") of the Round
Rock Transportation and Economic Development Corporation (the "Corporation") adopted a
resolution (the "Corporation Resolution") authorizing an application requesting a loan from the
State Infrastructure Bank in an amount not exceed $27,000,000 to be used for improvements to
the City of Round Rock's ("City") transportation system related to widening Gattis School Road
from an existing four lane roadway to a six -lane divided major arterial with pedestrian, bicycle,
median, and turn lane improvements between Windy Creek and Double Creek Drive; and
WHEREAS, the City Council of the City of Round Rock (the "City Council") hereby
deems it proper and in the best interests of the City that the application described in the Corporation
Resolution be filed and that the City and Corporation are each qualified to apply for and obtain
financial assistance from the State Infrastructure Bank for this purpose.
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ROUND ROCK, TEXAS THAT:
Section 1. The Corporation Resolution is attached hereto as Exhibit "A", and the
Corporation Resolution and the application attached thereto are made a part hereof for all purposes
and are hereby approved and ratified in all respects. All findings and authorizations made therein
are adopted hereby as though made and authorized by the City Council. As contemplated by the
Corporation Resolution, the City may act on behalf of the Corporation in obtaining the loan under
the application.
Section 2. The submission of the application by the President of the Corporation under
the Corporation Resolution is hereby approved and ratified in all respects as though submitted by
the City. The Mayor of the City Council is authorized to execute any additional documentation
related to the application, including any additional applications, and any documentation in
conjunction with obtaining such loan from the State Infrastructure Bank.
Section 3. Specialized Public Finance Inc., Financial Advisor to the Corporation and
the City, is hereby authorized and directed to aid and assist in the preparation and submission of
such application and related matters. Mr. Garry Kimball of Specialized Public Finance Inc. is
authorized to appear on behalf of and represent the City before any hearing or other
communications with the State Infrastructure Bank on such application or loan.
Section 4. The findings and preambles set forth in this Resolution are hereby
incorporated into this Resolution and made a part hereof for all purposes.
Section 5. The City Council hereby finds and declares that written notice of the date,
hour, place and subject of the meeting at which this Resolution was adopted was posted and that
such meeting was open to the public as required by law at all times during which this Resolution
and the subject matter hereof were discussed, considered and formally acted upon, all as required
by the Open Meetings Act, Chapter 551, Texas Government Code, as amended.
0112.20222; 4970.1027.9695
RESOLVED on this the 24th day of February, 2022,
CITY OF ROUND ROCK, TEXAS
A
/I
By: _._
Craig orqMayor
A'rFES`f:
'r
By: J� 0 (X& a ) r I I jx-)
Meagan Spin s, City Clerk
EXIIIBIT A
CORPORATION RESOLUTION
RESOLUTION NO. TB-2022-003
RESOLUTION REQUESTING FINANCIAL ASSISTANCE FROM THE STATE
INFRASTRUCTURE BANK; AUTHORIZING THE FILING OF AN APPLICATION
FOR FINANCIAL ASSISTANCE..; AND MAKING CERTAIN FINDINGS IN
CONNECTION THEREWITH
THE STATE OF TEXAS §
ROUND ROCK TRANSPORTATION AND ECONOMIC
DEVELOPMENT CORPORATION §
WHEREAS, the Board of Directors (the "Board") of the Round Rock Transportation and
Economic Development Corporation (the "Corporation") hereby finds and determines that there is
a need for the City of Round Rock ("City") to construct the improvements to the City's
transportation system described herein; and
WHEREAS, the State Infrastructure Bank, operated by the Texas Department of
Transportation, is a revolving loan fund; and
WHEREAS, the Board deems it proper and in the best interest of the Corporation that an
application be filed requesting a loan from the State Infrastructure Bank in an amount not to exceed
$27,000,000 to be used for improvements to the City's transportation system related to widening
Gattis School Road from an existing four lane roadway to a six -lane divided major arterial with
pedestrian, bicycle, median, and turn lane improvements between Windy Creek and Double Creek
Drive; and
WHEREAS, the Corporation is qualified to apply for and obtain financial assistance from
the State Infrastructure Bank for this purpose.
NOW THEREFORE BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT
CORPORATION, THAT
Section 1, The Board believes that it is in the best interest of the Corporation to obtain
a loan from the State Infrastructure Bank in an amount not to exceed $27,000,000 to be used for
improvements to the City's transportation system related to widening Gattis School Road from an
existing four lane roadway to a six -lane divided major arterial with pedestrian, bicycle, median,
and turn lane improvements between Windy Creek and Double Creek Drive.
Section 2. The Board hereby authorizes the President of the Corporation (the
"Authorized Representative") to execute an application for financial assistance from the State
Infrastructure Bank and to submit the application, together with all required documentation, to the
Texas Department of Transportation for consideration. The Authorized Representative is further
authorized to execute all appropriate documents related to obtaining such loan from the State
Infrastructure Bank. Such loan may be obtained by the Corporation acting on behalf of the City.
01 ] 2.2Q222; 4863-1362-6815
Section 3. The form of application to be submitted is attached hereto as Exhibit A and
made a part hereof for all purposes with such changes as may be considered appropriate by the
Authorized Representative.
Section 4. Specialized Public Finance Inc., Financial Advisor to the Corporation, is
hereby authorized and directed to aid and assist in the preparation and submission of such
application. Mr. Garry Kimball of Specialized Public Finance Inc. is authorized to appear on behalf
of and represent the Corporation before any hearing or other communications with the State
Infrastructure Bank on such application or loan.
Section 5. The findings and preambles set forth in this Resolution are hereby
incorporated into this Resolution and made a part hereof for all purposes.
Section 6. The Board hereby finds and declares that written notice of the date, hour,
place and subject of the meeting at which this Resolution was adopted was posted and that such
meeting was open to the public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted upon, all as required by
the Open Meetings Act, Chapter 551, Texas Government Code, as amended.
[The Remainder of This Page is Intentionally Left Blank]
2
RESOLVED on this the 24th day of February, 2022.
By
ouG M RGA resident
Rd Roc Trans ortation and Economic
Development Corporation
ATTEST:
RICK VILLARREAL, ecretary
EXHIBIT A
APPLICATION FOR SIB LOAN
SECTION I -Applicant Information
Applicant Name: Round Rock Transportation & EDC Application Type:PC — Non-TxDOT Project (Off -System)
Primary Contact: Erica Solis Taxpayer FEIN:
Contact's Title: Budget & Accounting Manager Email Address: esolis@roundrocktexas.gov
Street Address: 221 E. Main Street Phone Number: 512.218,5400
City: Round Rock County: Williamson
Zip: 78664 Urbanized Area:
TxDOT District:AUS - 14 - Austin
TxDOT District Engineer: Phone Number.
Tucker Ferguson 512.832.7000
TxDOT District Contact Name: Phone Number:
Same Same
Financial Advisor Information, if applicable:
Name: Garry Kimball, Specialized Public Finance, Inc.
Address: 248 Addie Roy Rd., Ste. B-103, Austin 78746
Bond Counsel Information, if applicable:
Name: Richard Donoghue, McCall Parkhurt & Horton
Address: 600 Congress Ave., Ste. 2150, Austin 78701
Phone: 512.275.7301
Email: garry@spfmuni.com
Phone: 512.478.3805
Email: ronoghue@mphlegal.com
SECTION II - Financial Information
Requested amount of financial assistance (must be rounded to the nearest thousand):
$27,000,000 at approximately 1.32%. Three year grace on initiation of repayment. Zero interest for (3) years from funding.
Requested terms:
Years: 20
Deferment of first payment: n No ® Yes, number of years: 3
Preferred debt service payment date(s): ® Yes: August 15; February 15 ❑ No, start from disbursement
Preferred disbursement date(s): TBD
Breakdown of use of funds (must equal application amount):
Else
Roadway Construction
$21,886,100.00
ROW Acquisition
$2,500,000.00
Utility Relocation
$2,500,000.00
Financial Advisory Fees
$113,900.00
Total
$27,000,000.00
A= 1959'
Proposed pledge of source of repayment and priority claim to those sources:
Sales Tax of the City's Type B Transportation & Economic Development Corporation.
List any other existing debt payable from the same revenue source (Please attach documentation.)
Texas Municipal Report (attached).
Current credit rating(s), if applicable:
City of Round Rock, Texas is rated AAA by Standard & Poor's.
Provide the applicant's legal authority to incur the proposed debt and the borrower's proposed pledge of source of repayment:
Chapters 501 & 505 Texas Local Government Code.
SECTION III - Project Information
Brief Description of the Project:
Widen Gattis School Rd from an existing 4-lane roadway to a 6-lane divided major arterial between Windy Creek & Double Creek.
Total Cost of Entire Project: (i.e. right of way, construction, utilities, etc.)
The attached cost estimate is for right-of-way costs, utility relocation, and construction. $27,000,000.00
CSJ Number(s):
Is the project in the Statewide Transportation Improvement Program (STIP)?
If no, when will it be added or provide justification for not adding
❑Yes ®No
Is the project environmentally cleared?
®Yes ❑No Anticipated Clearance Date:
Functional Classification: Minor Arterial
Is the requested financial assistance a local match? If yes, is it required or voluntary?
❑ Yes:
Is the project joint bid?
❑Yes ®No
Describe need and anticipated public benefits of the project:
Widening of a highly congested major east -west arterial roadway is on the City's Transportation Master Plan.
What type of construction contract will be used on the project (DB, DBB, etc.)?
Standard Desion Bid Build Contract.
Additional Information (Attach additional pages if needed):
Anticipated to reduce congestion and improve mobility for Round Rock travelers.
SECTION IV - Required Documentation
Does entity have home rule charter? If Yes, please submit a copy of the charter, or provide link if a charter is posted online.
® Yes No
List of all other outstanding financial agreements with TX DOT, for example toll equity, SIB loans, pass -through tolls, etc.
(Please attach documentation)
Please submit the following documents with your application, if applicable.
Copy of Advanced Funding Agreement, Utility Relocation or other agreement with TxDOT, if applicable
® Bond rating letters from Moody's, Standard & Poor's, or Fitch, if any.
® Resolution from governing board authorizing the application.
® Financial feasibility study.
® 5 years of audited financial statements related to the source of repayment.
® Copy of the most recent budget.
Preliminary design study which includes:
• An Initial route and potential alignments.
• The project's logical termini and independent utility.
• The location of all right-of-way, facilities and equipment required to make the project functional.
• Revisions or changes to state highway system facilities necessitated by the project.
• An Environmental Review of the project if available.
• Legal or letter size map of the project.
All application information and materials can be submitted electronically toT x 5SI92txdot.4ov or by mail to:
TxDOT Project Finance, Debt, and Strategic Contracts Division
State Infrastructure Bank (SIB)
125 East 11 th St.
Austin, TX 78701-2483
Section V - Acknowledgment and Certification
I certify that:
I have the authority to request and incur the debt described in this application, and upon award, will enter into contract for
repayment of any financial assistance granted by the Texas Department of Transportation's State Infrastructure Bank (SIB).
I have completed the preliminary requirements, and will comply with all applicable state and federal regulations and
requirements.
To the best of my knowledge, all information contained in this application is valid and accurate and the governing body of the
undersigns urisdiction has authorized the submission of this application.
A/
2/24/2022
Signature of ut on official Date
Craig Morgan Mayor - City of Round Rock
Printed Name Title, Jurisdiction
The Texas Department of Transportation maintains the information collected through this form. with few exceptions, you are entitled on request to be informed about the
information that we collect about you. Under Sections 552.021 and 552.023 of the Government Code, you also are entitled to receive and review this information. Under
Section 559.004 of the Government Code, you are also entitled to have us correct information about you that is incorrect.
SIB # S2021-007-05
Round Rock TEDC - ( Austin District)
CSJ #0914-05-218
W3:1:
TEXAS TRANSPORTATION COMMISSION MINUTE ORDER
Exhibit B
Williamson County
Austin District
TEXAS TRANSPORTATION COMMISSION
MINUTE ORDER Page I of 2
Round Rock Transportation and Economic Development Corporation (Round Rock TEDC)
has submitted an application for financial assistance in the form of a loan of up to $27,000,000 from
the State Infrastructure Bank (SIB) under Transportation Code, Chapter 222, Subchapter D, and Title
43 Texas Administrative Code (TAC), Chapter 6 (SIB Rules). The application satisfies all
requirements of the rules, including passage by Round Rock TEDC of a resolution authorizing
submission of the application to the Texas Department of Transportation (department).
The intended use of the financial assistance conforms to the purposes of the SIB. Round Rock
TEDC intends to use the financial assistance to pay for Round Rock TEDC's costs of utility
relocation, right-of-way acquisition and construction necessary for a non -tolled, off -system project
involving various improvement to Gattis School Road in Williamson County, Texas (project).
The present and projected financial condition of the SIB is sufficient to cover the requested
financial assistance for the project.
Round Rock TEDC has proposed a pledge of sales tax revenue as security for repayment of
the loan.
The SIB Rules provide for both preliminary and final approval by the Texas Transportation
Commission (commission) of any SIB loan in the principal amount of more than $10 million or in
which the department does not have primary responsibility, unless the commission waives the
preliminary approval requirement for that application.
The executive director or his designee implemented actions authorized and required by the
SIB Rules for preliminary approval. The executive director recommends that the commission grant
preliminary approval of Round Rock TEDC's application for financial assistance from the SIB.
In accordance with the SIB Rules, the commission finds that:
1. the project is consistent with the Statewide Long -Range Transportation Plan and the
metropolitan transportation plan developed by the applicable metropolitan planning organization;
2. the project is not in Clean Air Act non -attainment area;
3. the project will improve the efficiency of the state's transportation systems;
4. the project will expand the availability of funding for transportation projects or reduce
direct state costs; and
5. the application shows that Round Rock TEDC is likely to have sufficient revenues to
assure repayment of the financial assistance.
Williamson County
Austin District
TEXAS TRANSPORTATION COMMISSION
MINUTE ORDER
Page 2 of 2
IT IS THEREFORE DETERMINED AND ORDERED by the commission that the
application submitted by Round Rock TEDC for financial assistance in the form of a loan from the
SIB meets the applicable requirements of the SIB Rules and, in accordance with those provisions, the
commission grants preliminary approval of Round Rock TEDC's application for a SIB loan in an
amount not to exceed $27,000,000 to pay Round Rock TEDC's costs of utility relocation, right-of-
way acquisition and construction necessary for the non -tolled, off -system project.
IT IS FURTHER ORDERED by the commission that the executive director or his designee is
directed and authorized to commence negotiations and other actions with Round Rock TEDC
authorized and required by its rules.
Submitted and reviewed by:
[�DIuSigned by:
ty, (�, 9SLr
GR
Director, Project Finance,
Debt & Strategic Contracts Division
Recommended by:
DocuSigned by:
Executive Director
116240 May 26, 2022
Minute Date
Number Passed
Williamson County
Austin District
TEXAS TRANSPORTATION COMMISSION
MINUTE ORDER Page 1 of 2
Round Rock Transportation and Economic Development Corporation (Round Rock TEDC)
has submitted an application for financial assistance in the form of a loan of up to $27,000,000 from
the State Infrastructure Bank (SIB) under Transportation Code, Chapter 222, Subchapter D, and Title
43 Texas Administrative Code JAC), Chapter 6 (SIB Rules). The application satisfies all
requirements of the rules, including passage by Round Rock TEDC of a resolution authorizing
submission of the application to the Texas Department of Transportation (department).
The intended use of the financial assistance conforms to the purposes of the SIB. Round
Rock TEDC intends to use the financial assistance to pay for Round Rock TEDC's costs of utility
relocation, right-of-way acquisition and construction necessary for a non -tolled, off -system project
involving various improvement to Gattis School Road in Williamson County, Texas (project).
The present and projected financial condition of the SIB is sufficient to cover the requested
financial assistance for the project.
Round Rock TEDC has proposed a pledge of sales tax revenue as security for repayment of
the loan.
The SIB Rules provide for both preliminary and final approval by the Texas Transportation
Commission (commission) of any SIB loan in the principal amount of more than $10 million or in
which the department does not have primary responsibility, unless the commission waives the
preliminary approval requirement for that application.
In Minute Order No. 116240, dated May 26, 2022, the commission granted preliminary
approval of the City's application and, in accordance with the SIB Rules, found that: (1) the project is
consistent with the Statewide Long -Range Transportation Plan and the metropolitan transportation
plan developed by the applicable metropolitan planning organization; (2) the project is not in a Clean
Air non -attainment area; (3) the project will improve the efficiency of the state's transportation
systems; (4) the project will expand the availability of funding for transportation projects or reduce
direct state costs; and (5) the application shows that Round Rock TEDC is likely to have sufficient
revenues to assure repayment of the financial assistance.
In accordance with the SIB Rules, the executive director has negotiated all the terms of an
agreement as necessary to protect the public's safety and to prudently provide for the protection of
public funds while furthering the purposes of the SIB, as contained in the Term Sheet attached hereto
as Exhibit A.
The executive director or his designee implemented actions authorized and required by the
SIB Rules for final approval. The executive director affirms that the necessary social, economic, and
environmental impact studies have been completed and approved by the department. The executive
director recommends that the commission grant final approval of the City's application for financial
assistance from the SIB.
In accordance with the SIB Rules, the commission finds that providing financial assistance
will protect the public's safety and prudently provide for the protection of public funds, while
furthering the purposes of the SIB, and the project will provide for all reasonable and feasible
measures to avoid, minimize, or mitigate for adverse environmental impacts.
Williamson County
Austin District
TEXAS TRANSPORTATION COMMISSION
MINUTE ORDER
Page 2 of 2
IT IS THEREFORE DETERMINED AND ORDERED by the commission that the
application submitted by Round Rock TEDC for financial assistance in the form of a loan from the
SIB meets the applicable requirements of the SIB Rules, and in accordance with those provisions, the
commission grants final approval of Round Rock TEDC's application for a SIB loan under the terms
in the Term Sheet attached hereto as Exhibit A in an amount not to exceed $27,000,000 to pay Round
Rock TEDC's costs of utility relocation, right-of-way acquisition and construction necessary for the
non -tolled, off -system project.
IT IS FURTHER ORDERED by the commission that the executive director or his designee is
directed and authorized to enter into a financial assistance agreement with Round Rock TEDC, which
complies with the SIB Rules and which contains the terms in the Term Sheet attached hereto as
Exhibit A.
Submitted and reviewed by:
FDoeuSigned by:
t,tn aw�iv, �. QSLr
Director, Project Finance,
Debt & Strategic Contracts Division
Recommended by:
DocuSigned by: ooQQ
Executive Director
116255 June 23, 2022
Minute Date
Number Passed
Exhibit A
Round Rock Transportation & Economic Development Corporation Term Sheet
State Infrastructure Bank Loan
Loan Provisions
Negotiated Terms
Project Description:
Costs associated with utility relocation, right-
of-way acquisition and construction necessary
for a non -tolled, off -system project involving
various improvement to Gattis School Road
in Williamson County.
Interest Rates:
2.10%; 0% first 3 years
Fees:
Not Applicable
Charges:
Not Applicable
Term to Maturity:
20 years; Initial repayment deferred up to 3
years.
Pledged Collateral:
Sales tax revenue
Default Provisions:
A. The Borrower shall be in default if it
fails to repay the SIB Loan (the Principal
Payments and the Interest Payments) or
otherwise fails to comply with any term of this
Agreement. The Department shall not be
obligated to take further action nor resume its
obligations under this Agreement until the
Borrower is no longer in default. The Borrower
shall reimburse the Department for all costs or
other losses of funds resulting from any default
or failure to perform by the Borrower.
B. The Borrower agrees that in the event
of a default under this Agreement the
Department may, by all legal and equitable
means, require the Borrower and any
appropriate official of the Borrower (acting
solely in his/her official capacity) to remedy
any default under, and carry out the provisions
of, this Agreement, including specifically the
use and filing of mandamus proceedings.
Venue for any legal proceedings shall be in
Travis County, Texas.
Special Conditions:
None
SIB # S2021-007-05
Round Rock TEDC - ( Austin District)
CSJ #0914-05-218
EXHIBIT C
BORROWER'S RESOLUTIONS AUTHORIZING LOAN AGREEMENT
Exhibit C
SIB # S2021-007-05
Round Rock TEDC - ( Austin District)
CSJ #0914-05-218
EXHIBIT D
AMORTIZATION SCHEDULE
Exhibit D
1 9/30/2022
0.00%
$0.00
$27,000,000.00
$0.00
$0.00
$0.00
$0.00
$27,000,000.00
2 2/15/2023
0.00%
$27,000,000.00
$0.00
$0.00
$0.00
$0.00
$0.00
$27,000,000.00
3 8/15/2023
0.00%
$27,000,000.00
$0.00
$0.00
$0.00
$0.00
$0.00
$27,000,000.00
4 2/15/2024
0.00%
$27,000,000.00
$0.00
$0.00
$0.00
$0.00
$0.00
$27,000,000.00
5 8/15/2024
0.00%
$27,000,000.00
$0.00
$0.00
$0.00
$0.00
$0.00
$27,000,000.00
6 2/15/2025
0.00%
$27,000,000.00
$0.00
$0.00
$0.00
$0.00
$0.00
$27,000,000.00
7 8/15/2025
0.00%
$27,000,000.00
$0.00
$0.00
$0.00
$0.00
$0.00
$27,000,000.00
8 9/30/2025
0.00%
$27,000,000.00
$0.00
$0.00
$0.00
$0.00
$0.00
$27.000.000.00
9 2/15/2026
2.10%
$27,000,000.00
$0.00
$212,625.00
$0.00
$212,625.00
$0.00
$27,000,000.00
10 8/15/2026
2.10%
$27,000,000.00
$0.00
$1,623,500.00
$1,340,000.00
$283,500.00
$0.00
$25,660,000.00
11 2/15/2027
2.10%
$25,660,000.00
$0.00
$269,430.00
$0.00
$269,430.00
$0.00
$25,660,000.00
12 8/15/2027
2.10%
$25,660,000.00
$0.00
$1,634,430.00
$1,365,000.00
$269,430.00
$0.00
$24,295,000.00
13 2/15/2028
2.10%
$24,295,000.00
$0.00
$255,097.50
$0.00
$255,097.50
$0.00
$24,295,000.00
14 8/15/2028
2.10%
$24,295,000.00
$0.00
$1,650,097.50
$1,395,000.00
$255,097.50
$0.00
$22,900,000.00
15 2/15/2029
2.10%
$22,900,000.00
$0.00
$240,450.00
$0.00
$240,450.00
$0.00
$22,900,000.00
16 8/15/2029
2.10%
$22.900,000.00
$0.00
$1,665,450.00
$1,425.000.00
$240,450.00
$0.00
$21,475,000.00
17 2/15/2030
2.10%
$21,475,000.00
$0.00
$225,487.50
$0.00
$225,487.50
$0.00
$21,475,000.00
18 8/15/2030
2.10%
$21,475,000.00
$0.00
$1,680,487.50
$1,455,000.00
$225,487.50
$0.00
$20,020,000.00
19 2/15/2031
2.10%
$20.020,000.00
$0.00
$210,210.00
$0.00
$210,210.00
$0.00
$20,020,000.00
20 8/15/2031
2.10%
$20,020,000.00
$0.00
$1,695,210.00
$1,485,000.00
$210,210.00
$0.00
$18,535,000.00
TOOT Financial Assistance System Page 1 of 3
21 2/15/2032
2.10%
$18,535,000.00
$0.00
$194,617.50
$0.00
$194,617.50
$0.00
$18,535,000.00
22 8/15/2032
2.10%
$18,535,000.00
$0.00
$1,709,617.50
$1,515,000.00
$194,617.50
$0.00
$17,020,000.00
23 2/15/2033
2.10%
$17,020,000.00
$0.00
$178,710.00
$0.00
$178,710.00
$0.00
$17,020,000.00
24 8/15/2033
2.10%
$17.020,000.00
$0.00
$1,728,710.00
$1,550,000.00
$178.710.00
$0.00
$15.470,000.00
25 2/15/2034
2.10%
$15,470,000.00
$0.00
$162,435.00
$0.00
$162,435.00
$0.00
$15,470,000.00
26 8/15/2034
2.10%
$15,470,000.00
$0.00
$1,742,435.00
$1,580,000.00
$162,435.00
$0.00
$13,890.000.00
27 2/15/2035
2.10%
$13,890,000.00
$0.00
$145.845.00
$0.00
$145,845.00
$0.00
$13,890,000.00
28 8/15/2035
2.10%
$13,890,000.00
$0.00
$1,760,845.00
$1,615,000.00
$145.845.00
$0.00
$12,275,000.00
29 2/15/2036
2.10%
$12,275,000.00
$0.00
$128.887.50
$0.00
$128,887.50
$0.00
$12,275,000.00
30 8/15/2036
2.10%
$12,275,000.00
$0.00
$1,773,887.50
$1,645,000.00
$128,887.50
$0.00
$10,630,000.00
31 2/15/2037
2.10%
$10.630,000.00
$0.00
$111.615.00
$0.00
$111,615.00
$0.00
$10,630,000.00
32 8/15/2037
2.10%
$10.630,000.00
$0.00
$1.791.615.00
$1,680,000.00
$111,615.00
$0.00
$8,950,000.00
33 2/15/2038
2.10%
$8,950,000.00
$0.00
$93,975.00
$0.00
$93,975.00
$0.00
$8,950,000.00
34 8/15/2038
2.10%
$8,950,000.00
$0.00
$1,808,975.00
$1,715,000.00
$93,975.00
$0.00
$7,235,000.00
35 2/15/2039
2.10%
$7,235,000.00
$0.00
$75,967.50
$0.00
$75,967.50
$0.00
$7,235,000.00
36 8/15/2039
2.10%
$7,235,000.00
$0.00
$1,830,967.50
$1,755.000.00
$75,967.50
$0.00
$5,480,000.00
37 2/15/2040
2.10%
$5,480,000.00
$0.00
$57,540.00
$0.00
$57,540.00
$0.00
$5,480,000.00
38 8/15/2040
2.10%
$5,480,000.00
$0.00
$1,847,540.00
$1,790,000.00
$57,540.00
$0.00
$3,690,000.00
39 2/15/2041
2.10%
$3,690,000.00
$0.00
$38,745.00
$0.00
$38,745.00
$0.00
$3,690,000.00
40 8/15/2041
2.10%
$3,690,000.00
$0.00
$1,863,745.00
$1,825,000.00
$38,745.00
$0.00
$1,865,000.00
41 2/15/2042
2.10%
$1,865,000.00
$0.00
$19,582.50
$0.00
$19,582.50
$0.00
$1,865,000.00
TxDOT
Financial Assistance System
Page 2 of 3
42 8/152042 2.10% $1,865,000.00 $0.00 $1,884,582,50 $1,865,000.00 $19,582.50 $0.00 $0.00
TxDOT Financial Assistance System Page 3 of 3
EXHIBIT
"B'l PROJECT AGREEMENT
THIS PROJECT AGREEMENT (this AProject Agreement@) is executed by and among
the City of Round Rock, Texas (the ACity@) and the Round Rock Transportation and Economic
Development Corporation (the "Corporation") and dated as of September 30, 2022.
WITNESSETH:
WHEREAS, the Corporation was created by the City pursuant to authority granted by the
Section 4B of the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended,
now codified as Local Government Code, Title 12, Subtitle C1 particularly Chapters 501 and 505
of the Local Government Code (collectively, the AAct@); and
WHEREAS, on August 9, 1997 and on November 8, 2011, the citizens of the City voting
at elections on said dates approved the levy of a one-half of one percent sales and use tax upon the
receipts at retail of taxable items, for all purposes authorized by the Act (the ASales Tax@); and
WHEREAS, under authority of the Act, it is the intent of the Corporation to issue borrow
pursuant to a loan agreement for the purpose of financing eligible projects under the Act, and to
secure such loan with the Sales Tax collected by the City under authority of the Act; and
WHEREAS, on September 22, 2022, the Corporation adopted a resolution (the ASIB Loan
Resolution@) and the City approved the adoption of the SIB Loan Resolution by the Corporation,
which resolution has authorized the execution of a State Infrastructure Bank Loan Agreement
between the Corporation and the Texas Transportation Commission, acting by and through the
Texas Department of Transportation, in the amount of $27,000,000 (the "SIB Loan Agreement")
for the purpose of financing various improvements primarily for the benefit of the City (referred
to in the SIB Loan Resolution as the AProject@, which improvements are more specifically
described in Exhibit "A" attached to this Project Agreement), and the Corporation and the City
have previously entered into a sales tax remittance agreement (the ASales Tax Remittance
Agreement@) for the purpose of providing a mechanism for distributing the Sales Tax between
the Corporation and the City; and
WHEREAS, for the purpose of promoting and encouraging employment and the public
welfare, the Board of Directors of the Corporation desires to provide funds to be used to finance
the Project; and
WHEREAS, the City Council of the City desires to provide for the timely transfer of the
proceeds of the Sales Tax to the Corporation in accordance with the provisions of the Act to be
used by the Corporation to repay the SIB Loan Agreement entered into to finance the Project; and
WHEREAS, the parties hereto find it necessary and advisable to enter into this Agreement
to evidence the duties and responsibilities of the respective parties with respect to the financing,
construction and acquisition of the Project.
NOW THEREFORE, in consideration of the covenants and agreements herein made, and
subject to the conditions herein set forth, the City and the Corporation contract and agree as
follows:
SECTION 1. DEFINITIONS AND INCORPORATION OF PREAMBLES. The
terms and expressions used in this Project Agreement, unless the context shows clearly otherwise,
shall have the meanings set forth herein, including terms defined in the Preambles hereto, which
preambles are incorporated in and made a part hereof for all purposes, or, if not defined herein,
such terms shall have the meanings given in the SIB Loan Resolution.
SECTION 2. OBLIGATION OF CORPORATION TO FINANCE PROJECT. The
Corporation agrees to pay, and will pay, certain costs of acquiring and constructing the Project on
behalf of the City through the SIB Loan Agreement to provide the money for such payment, all in
the manner hereinafter described and as provided in the SIB Loan Resolution; and the Corporation,
by such payment, will therefore provide for the acquisition and construction of the Project for the
benefit of the City.
SECTION 3. USE OF SIB LOAN AGREEMENT PROCEEDS. The proceeds from
the SIB Loan Agreement will be used for the payment of costs and expenses in connection with
the execution and delivery of the SIB Loan Agreement and the acquisition and construction of the
Project, including, without limitation, all financing, legal, printing, administrative, and other
expenses and costs incurred in the execution and delivery the SIB Loan Agreement and acquiring
the Project. The SIB Loan Agreement will be in the amount of $27,000,000 which amount is now
estimated to be sufficient, together with other available funds, to cover all the aforesaid costs and
expenses and other amounts required.
SECTION 4. ACQUISITION AND CONSTRUCTION CONTRACTS. The City,
acting on behalf of and as agent for the Corporation under this Project Agreement, will enter into
such contracts as are necessary to provide for acquiring and constructing the entire Project, and
said contracts shall be executed as required by the respective laws applicable to the City. The
Corporation shall cause the proceeds from the SIB Loan Agreement to be available to pay under
such contracts. The Corporation shall deposit proceeds from the SIB Loan Agreement into the
2022 Project Fund in accordance with the SIB Loan Resolution (excluding proceeds required to
be deposited into the Debt Service Fund and to pay costs of issuance of the SIB Loan Agreement
at closing). The 2022 Project Fund shall be used for paying the Corporation's costs and expenses
incidental to the issuance of the SIB Loan Resolution and to pay certain costs of acquiring, by
purchase and construction, the Project. All contracts and draws on the 2022 Project Fund shall be
approved by the Corporation and by the City, and any form of written approval signed by the
President of the Board of Directors of the Corporation or by the City Manager or the Chief
Financial Officer of the City will evidence the approval of the Corporation and the City,
respectively, for the purposes of this Section. Draws on the 2022 Project Fund shall be made in
accordance with the SIB Loan Resolution.
2
SECTION 5. OWNERSHIP OF PROJECT. (a) The Corporation will provide, make
available, and render, to and for the benefit of the City and its inhabitants the Project financed by
the Corporation pursuant to this Project Agreement. It is agreed that the City always shall have
the exclusive use of the Project. In consideration of the Corporation's acquiring, making available,
and rendering to and for the benefit of the City and its inhabitants, the facilities and services of the
Project, the City makes and agrees to comply with its covenants which are set forth in the Sales
Tax Remittance Agreement. The City shall not be relieved of its covenants and obligations under
the Sales Tax Remittance Agreement, notwithstanding the failure of the Corporation to acquire or
construct all or any part of the Project. It is hereby provided that in further consideration of the
covenants made by the City under this Section and under the Sales Tax Remittance Agreement,
the City shall become the owner of the Project upon completion of the construction of each distinct
portion of the Project, as more particularly described in subsection (b) of this Section.
(b) After completion of the acquisition and construction of each identifiable portion of
the Project, and when an identifiable portion of the Project is ready to be placed in service, the
City shall inspect the same and if it is found by the City to have been acquired and constructed as
required by this Project Agreement, the City, acting by and through the Mayor of the City, shall
notify the Corporation in writing that it has accepted the Project. Upon such acceptance, all of
the Corporation's right, title, and interest of every nature whatsoever in and to such portion of the
Project automatically shall vest irrevocably in the City without the necessity of the execution of
any conveyance by the Corporation, and such transaction shall result in the automatic sale and
delivery of such portion of the Project by the Corporation to the City, and the vesting of title to
such portion of the Project in the City in consideration for the agreement of the City to perform its
obligations required under this Project Agreement. If requested in writing by the City, acting by
and through the Mayor or City Manager of the City, the Corporation will execute and deliver to
the City an appropriate instrument acknowledging that such sale, delivery, and vesting of title has
occurred, but such instrument shall not be necessary to effect the automatic sale, delivery, and
vesting of title, which shall occur as described above. Until the acceptance of a portion of the
Project by the City, all right, title, and interest in and to a portion of the Project shall be in the
Corporation. After such acceptance and the resulting sale, delivery, and vesting of title in the City,
the Corporation shall have no right, title, or interest in, or responsibility with respect to, a portion
of the Project and the Corporation shall have no right to extend, improve or otherwise expend
funds in the 2022 Project Fund of the SIB Loan Resolution for such portion of the Project.
SECTION 6. ACQUISITION. The City and the Corporation agree to proceed promptly
with the acquisition, by purchase and construction, of the Project. The City and Corporation
hereby covenant that they will make a diligent effort to complete such acquisition and construction
as soon as practicable. The City and the Corporation do not anticipate any delays in completing
the acquisition of the Project, but the City and the Corporation shall not be liable to each other for
any damages caused by any delays in completion of the Project.
SECTION 7. USE OF CITY'S PUBLIC PROPERTY. By these presents, the City
authorizes use of any and all real property, streets, alleys, public ways and places, and general
utility or sewer easements of the City for acquisition and construction of the Project.
SECTION & FORCE MAJEURE. If, by reason of Force Majeure, any party hereto shall
be rendered unable wholly or in part to carry out its obligations under this Project Agreement, then
such party shall give notice and full particulars of such Force Majeure in writing to the other parties
within a reasonable time after occurrence of the event or cause relied upon, and the obligation of
the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended
during the continuance of the inability then claimed, except as hereinafter provided, but for no
longer period, and any such party shall endeavor to remove or overcome such inability with all
reasonable dispatch. The term AForce Majeure@ as employed herein, shall mean acts of God,
strikes, lockouts, or other industrial disturbances, acts of public enemy, orders of any kind of the
Government of the United States or the State of Texas or any civil or military authority,
insurrections, riots, epidemics, landslides, lightning, earthquake, fires, hurricanes, storms, floods,
washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions,
breakage or accidents to machinery, pipelines, or canals, or other causes not reasonably within the
control of the party claiming such inability. It is understood and agreed that the settlement of
strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and
that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch
shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing
party or parties when such settlement is unfavorable to it in the judgment of the party having the
difficulty. It is specifically excepted and provided, however, that in no event shall any Force
Majeure relieve the City of its obligation to transfer Sales Tax revenues to the Corporation as
required under the Sales Tax Remittance Agreement.
SECTION 9. REGULATORY BODIES. This Project Agreement and the Project shall
be subject to all valid rules, regulations, and laws applicable thereto passed or promulgated by the
United States of America, the State of Texas, or any governmental body or agency having lawful
jurisdiction or any authorized representative or agency of any of them.
SECTION 10. TERM OF PROJECT AGREEMENT. The term of this Project
Agreement shall be for the period during which the SIB Loan Agreement is effective and any
amounts thereunder are outstanding and unpaid.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed in
multiple counterparts, each of which shall be considered an original for all purposes, as of the day
and year first set out above.
CITY OF ROUND ROCK, TEXAS
Mayor
ATTEST:
City Clerk
(SEAL)
ROUND ROCK TRANSPORTATION
AND ECONOMIC DEVELOPMENT
CORPORATION
President, Board of Directors
ATTEST:
Secretary, Board of Directors
(SEAL)
EXHIBIT A
DESCRIPTION OF THE PROJECT
Costs associated with utility relocation, right-of-way acquisition and construction necessary for a
non -tolled, off -system project involving various improvement to Gattis School Road in
Williamson County as further set forth in the Application.
A-1