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R-02-04-11-16E1 - 4/11/2002RESOLUTION NO. R- 02- 04- 11 -16E1 WHEREAS, the Board of Directors of the Round Rock Transportation System Development Corporation ( "RRTSDC ") wishes to enter into a State Infrastructure Bank Loan Agreement with the State of Texas for the SH 45 Project, and WHEREAS, the City Council wishes to approve of such action, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the City Council hereby approves the action of the Round Rock Transportation System Development Corporation in entering into a State Infrastructure Bank Loan Agreement with the State of Texas to borrow up to $15,000,000 for the SH 45 Project. 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 llth day of Ap A o CHRISTINE R. MARTINEZ, City Secreta :: OD WORLUOK\ 0 . \ WDOX \RESOLUT \R20411E1 /ac RO A. STLUKA, JR., ayor City of Round Rock, Texas 03/22/02 16:32 ' 512 4,75 3050 TXDOT D3 3RD FLR THE STATE OF TEXAS § COUNTY OF TRAVIS § COtPY STATE INFRASTRUCTURE BANK (SIB) LOAN AGREEMENT cotPY City of Ro Round (AUS) This State Infrastructure Bank Loan Agreement ( "Agreement ") is made by and between. the State of Texas, acting by and through the Texas Department of Transportation, hereinafter called the "State," and the Round Rock Transportation System Development Corporation (the "Corporation "), a public instrumentality and non - profit industrial development corporation created pursuant to the Development Corporation Act of 1979, Article 5190.6, §4B, Vernon's Annotated Texas Civil Statues, as amended, (the "Act ") and acting by and through its Board of Directors. X1 002/004 WITNESSETH WHEREAS, Section 350 of the National Highway System Designation Act of 1995 (Public Law No. 104 -59) authorizes states to establish a State Infrastructure Bank ( "SIB ") 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, pursuant to this legislation, Transportation Code, Chapter 222, Subchapter D, created a SIB within the Texas Department of Transportation; and WHEREAS, pursuant to that subchapter, the Texas Transportation Commission has adopted administrative rules implementing the subchapter and establishing eligibility criteria for an entity applying for financial assistance from the SIB, codified as Title 43, Texas Administrative Code (TAC), Part 1, Chapter 6; and WHEREAS, the Corporation is authorized to promote economic development within the City of Round Rock, Texas (the "City ") and the State of Texas in order to eliminate unemployment and underemployment, and to promote and encourage employment and the public welfare of, for, and on behalf of the City, and for streets, roads, drainage, and other related transportation systems improvements, including the payment and maintenance and operating expenses associated with such authorized projects in accordance with §4B of the Act; and WHEREAS, in accordance with 43 TAC §6.23, the Corporation has submitted an application to borrow $ from the SIB, to pay for the acquisition of Right of Way and the relocation of utilities r quired for the expansion of SH 45 within the project lim^san d L( / / ` / nP� (Corsorb8a k C Dr!@S .16 new-) Page 1 of 9 10a`rl . 03/22/2002 FRI 17:28 (TX /RX NO 60391 1 002 03/22/02 16:33 L 475 3050 U,i(t a � -fr 40,4 ne•) plc peed.. WHEREAS, the Texas Turnpike Authority, a division of the Texas Department of Transportation, has identified the construction of the portions of Loop 1 and SH 45 which create he "L" project in Travis and Williamson Counties as their highest .riorit .ro'ects; and WHEREAS, the construction of SH 45 will improve the flow and safety of north -south traffic by linking US 183 to IFl 35 with an east -west route. The project will have a positive impact in the City and the surrounding region, as the improvements will increase mobility and access consistent with the transportation plan for the region; and WHEREAS, in accordance with 43 TAC §6.32(d)(1), a study of the social, economical, and environmental impact of the project, consistent with National compliance Evi w Policy Act i (42 2 and in U.S.C. §4321 et seq.), and Title 23, U.S.C. §l09(h); the department's environmental rules as stated in Chapter 2, Subchapter C of 43 TAC, was conducted as part of the department's environmental assessment of the project resulting in a finding of no significant impact; and WHEREAS, in accordance with 43 TAC §6.32(e), the Texas Department of Transportation has reviewed, analyzed, and found the application to be in compliance with the requirements of 43 TAC, Chapter 6; and : ( 7V) Do WHEREAS, the Board of Di ectors of the Corporation, passed Resolution R -00 -03 dated March 9, 2000, attached hereto an' made a part of this Agreement as Exhibit A -1, authorizing the Corporation to borrow $ _ ■ ■ e, e :0 from the SIB, which was approved by the Round Rock City Council with Resolution R-00-03-09-10C2 dated MaFelr9;7170 0 attached hereto and made a part of this Agreement as Exhibit A -2, and authorized with the Corporation. DeDirector The a T Department of Transportation to enter this Agreement acquisition of Right of Way and the relocation of utilities is located o�ng 45; and WHEREAS, the Texas Transportation Commission, in Min to Order No.- 1438-26r5;'dated iu1 399Q, attached hereto and made a part of this Agreement ...Exhibit B, granted p wtnch wr was of an application from the Corporation to borrow approved by the Round Rock City Council, and authorized the Executive Director of the Texas Department of Transportation to enter into this agreement with the Corporation. The proposed acquisition of Right of Way and the relocation of utilities is located along SH 45; and NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, to be kept and performed by all parties as hereinafter set forth, the State and the Corporation do hereby mutually agree as follows: COPY AGREEMENT TXDOT D3 3RD FLR Article 1. Definitions When used herein, the following words and phrases shall have the meanings set forth below: Page2of9 Cit of f Roc R and (AUS) IZ003/004 03/22/2002 FRI 17:28 ITX /RX NO 6039) Z003 03/22/02 16:34 33512 475 3050 TXDOT D3 3RD FLR 0004 /004 o "Parity Obligations" means any bonds, notes, warrants, certificates of obligation or other debt obligations which the Corporation reserves the right to issue or enter into, as the case may be, in the future which obligations are equally and ratably secured by a first lien on and pledge of the Pledged Revenues. "Pledged Revenues" shall mean the Sales Tax plus any interest earnings thereon less any amounts due or owing to the Comptroller of Public Accounts of the State of Texas as charges for collection or retention by the Comptroller for refunds and to redeem dishonored checks and drafts, to the extent such charges and retention are authorized or required by law. "Sales Tax" shall mean the one -half of one percent sales and use tax levied by the City within the boundaries of the City 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 Corporation, all in accordance with the Act, including particularly Section 4B thereof. `Subordinate Lien Obligation" means any bonds, notes, warrants, certificates of obligation or other debt obligations which the Corporation reserves the right to issue or enter into, as the case may be, in the future which obligations are equally and ratably secured by a lien on the Pledged Revenues which lien is 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 the obligations under this Agreement. C O r� � n Article 2. Financial Assistance i ��p / 9�IUrpJ) \`lU�(/ is; A. The State will lend the Corpor tion the amount of $167969;890'to finance the actual project cost for the acquisition of Righ of Way and the relocation of utilities as described in Article 3 of this Agreement. After fin execution of this Agreement and within. thirty (30) days of a written notification by the Co oration to the State to transfer the SIB funds, the State will transfer the amount of $ , from the SIB to the Corporation for deposit in the Corporation's depository bank (currently Chase Bank), into a Project Account to fund the necessary project funding costs as described in this Agreement. The Project Account shall be secured by the Corporation pursuant to its depository agreement. If, during the course of this Agreement, the Corporation changes its depository bank, the Corporation shall cause the transfer of any remaining loan proceeds into an equivalent account in the new depository bank, subject to the same security requirements prescribed in this paragraph. The date the loan proceeds are deposited into the Project Account is hereinafter referred to as the "Deposit Date." City of Rock Round (AUS) B. The amounts payable by the Corporation under this Agreement are a special obligation of the Corporation and shall be secured by and payable from a lien on and pledge of the Pledged Revenues, such pledge however, being junior and subordinate to the lien and pledge securing the payment of Parity Obligations and prior in right and claim to the lien on and pledge of the Page 3 of 9 03/22/2002 FRI 17:28 ITX /RX NO 6039] Z004 03/22/02 16:36 ^512 475 3050 TXDOT D3 3RD FLR 500000 (FIN) City of Rock Round (AUS) 12 001/002 Pledged Revenues securing the payment of any Subordinate Lien Obligations. The Pledged Revenues are further pledged to the establishment and maintenance of the Debt Service Fund as hereinafter provided. Obligations under this Agreement are and will be secured by and payable only from the Pledged Revenues and are not secured by or payable from a mortgage or deed of trust on any real, personal or mixed properties c ti t ti geipr project uner this Agreement. Neither the State of Texas, the City, nor any political or agency of the state of Texas, nor any member of the Board of Directors of the Corporation, either individually or collectively, shall be obligated to pay the principal of or the i nteer st on the amounts payable under this Agreement. The State shall not have the in t to demand m of n payment of the amounts payable under this Agreement from any proceeds Sales Tax levied for the benefit of the Corporation by the City pursuant to Section 4B of the Act, or from any other source than the Pled d evenues. The financial assistance he is to e repaid over a period of fifteen (-1-5411 from at-476% per annum• amount of the loan shall accrue from the Deposit Date at the rate of simple interest per annum, and, if not paid, shall compound to the extent authorized by law, at t rate po d per annum annually on the Deposit Date of each succeeding year. outstanding balance from time to time of the loan is hereinafter referred to as the ' 1Outstanding Balance." Payment of the principal and interest on the Outstanding Balance of the loan shall commence one year from the Deposit Date, hereinafter referred to as the ( "Initial Payment Date. ") Principal and interest on the loan shall continue with paym tnj OP - being made on each succeding year on the Initial Payment Date (each a "Payment thereafter for fourteen annual installments until the final Payment Date of the fifteenth ? (}yth) year after the Initial Payment Date (such date being referred as the "Maturity Date ") payable. the Outstanding Balance shall be due and ayable. C. Funds from the Project Account shall only be drawn upon by Cr on to ay costs related to the project funding costs as described in this Agreement. All work performed in connection with the relocation of utility t`s shall be in accordance with all applicable policies of the State. All draws from the Project Account for costs related to the proposed project shall be in accordance with a requisition prepared by the Corporation, and all such requisitions, and project costs shall be subject to the review and approval of the State. D. prriinc State wil pal and s repayment sch dule for t attachment, he loan. Exhibit C isbas d upon the Depos Date determined pursuant to Paragraph A of this Article, the Initial Payment Date, and the annual Payment Dates in each succeeding year as described in Article 2, Paragraph B. The principal and interest repayment schedule shall provide for payment of the loan amount of �,}{ 009 over a fifteen year repayment period, and is subject to revision pursuant in ���� the terms and conditions this Agreement. The Corporation shall make payments accordance with the principd interest repayment schedule attached herein as Exhibit C. E. For the sole purpose of paying the principal of and interest on the amounts due under this Agreement, as the same come due, there shall be created and established in the boolcs of the Corporation, a separate fund entitled the "Round Rock Transportation System Development Corporation Sales Tax Revenue Obligations Debt Service Fund" (the "Debt Service Fund. ") Page 4 of 9 03/22/2002 FRI 17:33 [TX /RX NO 60401 e001 03/22/02 16:37 '`512 ,475 3050 copY TXDOT D3 3RD FLR Monies in said fund shall be maintained at an official depository bank of the City. Pledged Revenues shall be deposited into the Debt Service Fund prior to each "Annual Loan n or Payment" On or before the Initial Payment Date as established in this Agreement e Co before each succeeding Payment Date thereafter, through the Maturity shall cause its depository bank to transfer to the State the applicable Annual Loan Payment as set forth in the attached Exhibit C. The State shall provide the Corporation written notice of wiring instructions and amounts due on each Annual Loan Payment F. The repayment of all or any portion of the Outstanding Balance of the loan shall not entitle e any the Corporation to any subsequent advances from the oSttate, any amount i a hav ef the ,ss obligation to advance to or for the benefit of the Corp loan proceeds. All costs in excess of the loan amount shall be the responsibility of the Corporation. G. There shall be no penalty imposed by the State upon the Corporation for any early repayment in whole or in part from time to time, of this SIB loan as outlined in the attached Exhibit C. H. The Corporation shall have the right and power at any time and from time to time and in one or more series or issues, to authorize, issue and deliver additional obligations right payable from and secured by a lien on and pledge of the Pledged Revenues; () l prior in riht claim under this the lien and pledge of the Pledged Revenues sec r gohe payment t of obligations tli gn ions un d e r and Agreement, (ii) equally and ratably on a parity (iii) subordinate to the obligations under this Agreement. PDY Article 3. Project Description The State will provide SIB financial assistance to the Corporation for actual project costs for the acquisition of Right of Way and the relocation of utilities within the City limits along SH 45. Article 4. Project Responsibilities • A. The Corporation is responsible in compliance withrallapp cab a federal, state, and local laws, Article 2 s, this Agreement, P regulations, policies, and ordinances. The State has certain review and approval rights and responsibilities related to the project as prescribed by this Agreement, including ensuring that the completion of the project is performed in compliance with all applicable laws, regulations, and policies. B. All plans and specifications for the project shall be in compliance with the current editions of the design and construction manuals of the Texas Department of Transportation, and the , and Standard Specifications for the Construction and Maintenance of Highways, plan shall be Bridges (the "Standard Specifications"), as they may apply. l signed and dated by a professional engineer licensed by the State of Texas. C. The actions and decisions regarding the project made by the State shall not be contestable by the Corporation. Page 5 of 9 City of Rock i ound (AUS) [J002/002 03/22/2002 FRI 17:33 [TX /RX NO 6040] a002 03/22/02 16:40 453512 475 3050 coFY TXDOT D3 3RD FLR , D. The City and the Corporation shall provide the State and the � or al H No Administration, or their authorized representatives, with right of properties or locations necessary to perform activities required to execute the work, inspect the work, or aid otherwise in the prompt pursuit Administration, City Co Comptroller General of shall also provide the State, the Federal Highway Admin r G n General f the United States, and the Texas State Auditor's Office, o othe i ra ut h o r of the and the with right of access to any books, documents, papers, Corporation which are pertinent to the acquisition of the right -of -way or to its financing as described in this Agreement, in order to make audits, examinations, excerpts, and transcripts, or to complete the project accounting described in Article 5 of this Agreement. Article 5. Project Accounting The Corporation shall account for all actual costs associated with the project using generally accepted state and federal accounting procedures. The Corporation will make its accounting co mp pl etion. At the completion of the pro ect, the Stattee the use generally accepted n accounting procedures to determine the actual cost of the project. Excess funds will be applied to reduce the loan balance at the time of the final accounting, and the State shall provide the Corporation with a revised principal and interest repayment schedule. If additional funds are needed, the Corporation is responsible for any amount due for additional funds. Article 6. Project Termination Should the project described in this Agreement be terminated for any reason, the Corporation shall return any unexpended portion of the loan amount to the State, which shall recalculate the principal and intera for repaying ened schedule the interest thereon as if the project had been responsiyig p OPY completed. Article 7. Default on Loan Payment A. Should the Corporation not repay the loan as set forth in Article 2 as stated above, the State shall declare the Corporation in default. If the Corporation t i s to remit to the State h� payments the Corporation owes pursuant to this until such State wiitl are a no longer her in action nor resume its obligations under this Agreement defau The of fun ds r esn sngll from also any default or failure to perform by the Corporation. The State shall provide ide funds r the e Corporation aratio any Sae rovide Corpolon with a revised tin principal and interest repayment schedule after the Corporation cures any default for a loan payment. B. There is no right to acceleration of the amounts payable under this Agreement. The e Corporation acknowledges and agrees that the State has no adequate edy at l w quiring the e this Agreerrient and therefore equitable relief (including mandatory re ] Corporation to perform its obligations hereunder) will be appropriate upon a default by the Corporation under this Agreement. Page 6 of 9 o ck R City of (AUS) [J001 /002 03/22/2002 FRI 17:37 [TX /RX NO 6041] fU001 03/22/02 16:41 42512 ,475 3050 Article 8. Indemnification penalties', The Corp oration agrees that it is solely responsible for all losses, costs, expenses, c and per forme due to activities of the , and and its agents, employees, officers, or or erformed under this Agreement, and whici an Corporation. ne li getors P oration or any agent, ernp Y ee this rov o shall the . of the Corp Notwithstanding anything P in this Agreement to the contrary, Corpor survive any termination of this Agreement. Article 9. Termination Including the provisions established herein, this Agreement may be terminated upon the occurrence of any of the following conditions: t arties to this Agreement agree in writing to such termination; provided, ho 6 ver, th a ny such termination is specifically A. If both p subject to the requirements Agreement; • E. If the State is unable to advance the proceeds eriod roceeds of the loan to the Corporation within the P Agreement, the Corporation. may terminate this Agreement by prescribed in Article 2 of this written notice to the State; Agreement, the State payment required under this Ag granted the F. If may Corporation is to be termiina ed or may exercise any of the gr may declare the Agreement State in Article 7 of this Agr eement; and compliance by the D. Upon repayment in full by the Corporation of this SIB loan Corporation with all other requirements of this Agreement, the State shall execute and deliver payment, provided that, upon the execution and delivery except to the Corporation of a certificate of p tam eement shall automatically penalties, the cer of payment ti the State, this Agr losses, costs, expenses, p obligation of a party related to any official, or with respect t any g art or any agent, employee, claims, or liaparty, w which obligations shall survive such termination. contractor of a party, Article 10. Notices All notices to either party by the ot or sent by U.S. Mail, p respective addresses: State: COPY TXDOT D3 3RD FLR City R ound (AUS) 11 0 0 2 / 0 0 2 ther party required under this Agreement will be delivered ostage prepaid, addressed to such party at the following Texas Department of Transportation Attention: Director, Finance Division O PY 125 East 11th Street Austin, Texas 78701 Page 7 of 9 03/22/2002 FRI 17:37 [TX /RX NO 60411 Ij 002 03/22/02 16:43 ,V512,475 3050 TXDOT D3 3RD FLR , U001 /003 Round Rock Transportation System Development Corp. 221 E. Main St. Round Rock, Texas 78664 Corporation: With a copy to: City: City of Round Rock Attention: City Manager 221 E. Main Street Round Rock, Texas 78664 All notices shall be deemed so delivered or deposited in the mail, unless otherwise provided herein. A party hereto may change the above address by sending written notice of such change to the other party in the manner stated in Article 10. Article 11. 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 construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Article 12. 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. C Article 13. Successors and Assigns This Agreement shall bind, and shall be for the sole and exclusive benefit of, the respective parties and their legal successors, including, without limitation, any successor agency of a party. Other than as provided in the preceding sentence, 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 14. 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 State and the Corporation. Page 8 of 9 S00 ��. ) of Rock Round (AUS) COPY 03/22/2002 FRI 17:40 [TX /RX NO 6042] U001 03/22/02 16:44 .3`512 ,475 3050 Article 15. 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 16. 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 State and the Corporation, as applicable, is fully authorized to bind that entity to the terms of this Agreement. C O - y IN WITNESS WHEREOF, the State and the Corporation have executed triplicate counterparts of this Agreement. ROUND ROCK TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION By. By: Board Chairman THE STATE OF TEXAS 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. Charles W. Heald, RE. Executive Director Texas Department of Transportation TXDOT D3 3RD FLR U002/003 copY Page 9 of 9 Date: City of Rock Round (AUS) Date: 03/22/2002 FRI 17:40 [TX /RX NO 6042] a002 03/22/02 16:45 4''512 475 3050 Description Criteria None. Alternate solution/actions None. 3/21/02 3:13 PM TXDOT D3 3RD FLR DRAFT Cop? TRAVIS AND WILLIAMSON COUNTIES — STATE HIGHWAY 45 This minute order provides for the final approval of an application submitted by the City of Round Rock, acting through the Round Rock Transportation System Development Corporation, requesting an additional loan amount of $15,000,000 to fund right of way acquisition and utility adjustments on SH 45 within the city. Background The commission has approved the establishment of the State Infrastructure Bank (SIB), its capitalization, and its operating rules, located in Title 43, Texas Administrative Code, Chapter 6. Federal funding has been allocated to the SIB and has been matched by the required amount of state funding. Funds are available for financial assistance from the SB3. In accordance with 43 TAC §6.32, on February 28, 2002, in Minute Order 108816, the commission granted preliminary approval of an application from the Round Rock Transportation System Development Corporation (corporation) to borrow $15,000,000 from the SIB to finance its share of a project to construct SH 45. The project is on the state highway system, is eligible for federal funding, is included in a previous Statewide Transportation Improvement Program, and is consistent with the Texas Transportation Plan. The requested loan will fund $10,000,000 of right of way acquisition and utility adjustments along new SH 45. Due to projected costs, tre $5,000,000 is needed in addition to the $16,000,000 SIB loan approved by the commission in Minute Order 108265, dated July 27, 2000, related to the above mentioned project. All necessary environmental clearances have been obtained. The corporation has pledged Section 4B sales tax revenue to assure repayment of the financial assistance. The corporation has submitted evidence of a recent rating of Al by Moody's. Thus, the project and the applicant are likely to have sufficient revenue to assure repayment of the requested financial assistance. The present and projected financial condition of the SIB is sufficient to cover this request. None. DRAFT Problem/condition If the corporation and the city cannot secure financing, the project may be delayed or canceled, which would adversely affect safety and traffic operations. Other comments l7j 0 03/003 03/22/2002 FRI 17:40 [TX /RX NO 6042] a003 - c: Elaine Wilson =rpm : CHASE - AUSTIN VAULT 700 LAVACA, AUSTIN TX (5121 479 -2520 -o : Elaine Wilson From: CHASE BANK OF TEXAS .3 -22 -2002 4:47pm p. 1 of 1 Page ; 1 =ax : 2185442 2e : Confirmation of transactions )ate : Fri - Mar 22, 02 :ustomer Name /Location n Account Cr Date Declared Verified Over /(Short] Reason :ITY OF ROUND ROCK ;001 09922769863 N/A 2,945.25 2,945.25 :ITY OF ROUND ROCK ;001 09922769863 N/A 7,293.07 - 7,293.07 :ITY OF ROUND ROCK ;001 09922769863 N/A 521.91 521.91 :ITV OF ROUND ROCK 0001 09922769863 N/A 2,799.86 2,799.86 CITY OF ROUND ROCK 0001 09922769863 N/A 201.00 201.00 03/22/2002 FRI 17:44 [TX /RX NO 6043] 0 001 03/22/02 16:50 e512 ,475 3050 TRAVIS AND WILLIAMSON Counties District AUSTIN DRAFT TXDOT D3 3RD FLR TEXAS TRANSPORTATION COMMISSION MINUTE ORDER Section 350 of the National Highway System Designation Act of 1995 (Public Law No. 104 -59) authorized states to establish a State Infrastructure Bank (SIB) for the purpose of making loans and providing other financial assistance to public and private entities. Transportation Code, Chapter 222, Subchapter D, created a SIB within the Texas Department of Transportation (department). The Texas Transportation Commission (commission) has adopted administrative rules implementing that subchapter and establishing eligibility criteria for an entity applying for financial assistance from the SIB. These rules are codified as Title 43, Texas Administrative Code, Chapter 6. In accordance with 43 TAC §6.32, on February 28, 2002, in Minute Order 108816, the commission granted preliminary approval of an application from the Round Rock Transportation System Development Corporation (corporation), a development corporation created by the City of Round Rock (city) under Section 4B of the Development Corporation Act of 1979, to borrow $15,000,000 from the SIB to finance its share of a project to construct SH 45. The construction of SH 45 will provide an east -west thoroughfare linking Austin to 1•6" Cedar Park, Leander, Round Rock, and Pflugerville. The proposed improvements will alleviate congestion, promote safer travel, and thereby improve the efficiency of the state transportation system. These facts indicate that there is a transportation need for and anticipated public benefit from the proposed project. The project is on the state highway system, is eligible for federal funding, is included in a previous Statewide Transportation Improvement Program, and is consistent with the Texas Transportation Plan. The requested loan will fund $10,000,000 of right of way acquisition and utility adjustments along new SH 45. Due to projected costs, $5,000,000 is needed in addition to the $16,000,000 SIB loan approved by the commission in Minute Order 108265, dated July 27, 2000, related to the above mentioned project. The corporation has pledged Section 4B sales tax revenue to assure repayment of the financial assistance. The corporation has submitted evidence of a recent rating of Al by Moody's. Thus, the project and the applicant are likely to have sufficient revenue to assure repayment of the requested financial assistance. The present and projected financial condition of the SIB is sufficient to cover this request. On February 14, 2002, the board of directors of the corporation passed a resolution authorizing submission of this application to the SIB, and on the same day, the Round Rock City Council passed a resolution also authorizing submission of this application. These resolutions indicate the official written approval of the projects by the governing body of the corporation and of the city and demonstrate local public support. All necessary social, economic, and environmental studies have been completed and no further coordination is required. The project will provide for all reasonable and feasible measures to avoid, minimize, or mitigate for adverse environmental impacts. • The proposed project and loan are in conformity with the purposes of the SIB and will expand the availability of funding for transportation projects and reduce direct state costs. a 001/002 Page 1 of2 03/22/2002 FRI 17:48 [TX /RX NO 60441 e001 03/22/02 16:52 '512 475 3050 TEXAS TRANSPORTATION COMMISSION TRAVIS AND WILLIAMSON Counties MINUTE ORDER District AUSTIN TXDOT D3 3RD FLR Q002/002 DRAFT In accordance with 43 TAC §6.31, the depaiiuent has reviewed and analyzed the application, finds the application to be in compliance with the requirements of 43 TAC, Chapter 6, and recommends that the commission grant final approval of the application pursuant to 43 TAC §6.32. NOW, THEREFORE, IT IS DETERMINED that the application for SIB financial assistance submitted by the Round Rock Transportation System Development Corporation meets the requirements of 43 TAC §6.32(e) and, in accordance with that section, the commission grants final approval of the application to borrow $15,000,000 from the State Infrastructure Bank, to be repaid over a period of 20 years at 4.5 percent interest per annum, and authorizes and directs the executive director to enter into a financial assistance agreement with the district. DRAFT Submitted and reviewed by: Recommended by: Director, Finance Division Executive Director Page 2 of 2 Minute Date 03/22/2002 FRI 17:48 ITX/RX NO 6044] L 002 DATE: April 3, 2002 SUBJECT: City Council Meeting — April 11, 2002 ITEM: 16.E.1. Consider a resolution approving the action of the Round Rock Transportation System Development Corporation in entering into a State Infrastructure Bank Loan Agreement with the State of Texas for the SH 45 project. Resource: David Kautz, Finance Director History: Outside Resources: N/A The Round Rock Transportation System Development Corporation has made an application to the State Infrastructure Bank (SIB) for a loan not to exceed $15 million for the SH 45 project. The loan provides funding for $10 million of new project right of way and 55 million related to increased right of way costs and utility relocations for the SH 45 north frontage roads. This loan is in addition to a previous loan from the SIB in the amount of $16 million for the SH 45 north frontage roads project. Loan terms: 4.5% per annum to maturity 20 year amortization with equal annual principal and interest payments No debt service reserve requirement Subordinate lien position No additional bonds test The loan will be repaid from a %2 % sales tax dedicated to transportation improvements. TxDOT is scheduled to consider approval of the loan transaction at its regular meeting on April 25, 2002. Williamson County is also a financial participant in this project. Funding: Cost: N/A Source of Funds: /: % sales tax dedicated to transportation improvements. ImpactBenefit: Timely acquisition of right of way will enable construction of SH 45 in Round Rock, providing significant traffic improvements.