4B-R-00-005 - 8/10/2000 RESOLUTION NO. R-00-05
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 frontage road project, Now Therefore
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ROUND ROCK
TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION,
That the President is hereby authorized and directed to execute on
behalf of the Corporation a State Infrastructure Bank Loan Agreement
with the State of Texas for the SH 45 frontage road project, a copy of
said agreement attached hereto and incorporated herein for all
purposes .
The Board of Directors 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, and the Act .
RESOLVED this 10th day of August, 2000 .
ROUND ':" TRANSPORTATION SYSTEM
D, cELOPM �� / 'PO&&TI eN
B. __ , LA
RO:, —A. TLUKA, lIff, President
ATTEST:
2 ' /iQ2LLAheje
GAYLVMANBECK, Secretary
K:\WPDOCS\RESOLUTI\RRTSDC\0005.WPD/sC
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City of Rock Round (AUS)
STATE INFRASTRUCTURE BANK(SIB)
LOAN AGREEMENT
THE STATE OF TEXAS §
COUNTY OF TRAVIS §
This State Infrastructure Bank Loan Agreement("Agreement") is made by and between the State
of Texas, acting by andthrough 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 byand through.its Board of
Directors.
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
encouragepublic 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 publicwelfare of, for, and
on behalf of the City, and for streets, roads, drainage, and other related transportation systems
improvements, including the payment 'and maintenanceand operating expenses associated with
such authorized projects in accordancewith §4B.of the Act; and
WHEREAS, in accordance with 43 TAC §6.23, the Corporation has submitted an application to
borrow $16,000,000 from the SIB, to pay for the acquisition of Right-of Way and the relocation
of utilities required for the expansion of SH 45 within the project limits; and
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City of Rock.Round (AUS)
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
the"L project in Travis and Williamson Counties as their highest priority projects; and
WHEREAS,the construction of SH 45 will improve the flow and safety of north-south traffic by
linking US 183 to IH 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 the National Environmental Policy Act (42
U.S.C. §4321 et seq.), and Title 23, U.S.C. §109(h); and in compliance with the requirements of
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
WHEREAS,.the Board of Directors of the Corporation, passed Resolution R-00-03 dated March
' 9, 2000, attached heretoand made a part of this Agreement as Exhibit A-1, authorizing the
Corporation to borrow $16,000,000 from the SIB, which was approved by the Round Rock City
Council with Resolution R-00-03-09-10C2 dated March 9, 2000 attached hereto and made a part
of. this Agreement as Exhibit A-2,. and authorized the Executive Director of the Texas
Department of Transportation to enter this Agreement with the Corporation. The proposed
acquisition of Right of Way and the relocation of utilities is located along SH 45; and
WHEREAS, the Texas-Transportation Commission, in Minute Order No. 108265, dated July
27, 2000, attached.hereto and made a part of this Agreement as Exhibit B, granted preliminary
approval of an application from the Corporation to borrow $16,000,000 from the SIB, which was
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:
AGREEMENT
Article 1. Definitions .
When used herein,the following words and phrases shall have the meanings set forth below:
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City of Rock Round (AUS)
"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
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`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.
Article 2. Financial Assistance
A. The State will lend the Corporation the amount of$16,000,000 to finance the actual project
cost for the acquisition of Right of Way and the relocation of utilities as described in Article
3 of this Agreement. After final execution of this Agreement and within thirty (30) days of a
written notification by the Corporation to the State to transfer the SIB funds, the.State will
transfer the amount of $16,000,000 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."
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
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City of Rock Round (AUS)
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 constituting the project under:this
Agreement. Neither the State of Texas,the City, nor any political corporation, subdivision or
agency of the state of Texas, nor anymember of the Board of Directors of the Corporation,`
either individually or collectively, shall be obligated to pay the principal of or the interest on
the amounts payable'under this Agreement. The State shall not have the right to demand -
payment of the amounts payable under this Agreement from any tax proceeds in excess of the
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 Pledged Revenues. The financial assistance is to be
repaid over a period of fifteen (15) years, at 4.6% interest per;annum. Interest on the original
amount of the loan shall accrue from the Deposit Date at the rate of'4.6% simple interest per
annum, and, if not paid, shall compound to the extent authorized by law, at the rate of 4.6%,
per annum annually on the Deposit Date of each succeeding year. The compounded
outstanding balance from time to time of the loan is hereinafter referred to as the
"Outstanding 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 payments
being made on each succeeding year on the Initial Payment Date (each a "Payment Date"),
thereafter for fourteen (14) annual installments'until the final Payment Date of the fifteenth
(15th)year after the Initial Payment Date (such date being referred to as the "Maturity,Date")
when the Outstanding Balance shall be due and payable.. .
C. Funds from the Project Account shall only be drawn upon by the Corporation to pay costs
related to the project funding costs as described in this Agreement. All work performed in,
connection with the relocation of utility lines 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. The State will prepare and make a part of this Agreement as.an attachment, Exhibit.C, a,
principal and interest repayment schedule for the loan. Exhibit C is based upon the Deposit
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
$16,000,000 over a fifteen (15 year repayment period, and is subject to revision pursuant to
the terms and conditions of this Agreement. The Corporation shall make payments in
accordance with the principal and 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 books 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.")
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City of Rock Round (AUS)
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
Payment." On or before the Initial Payment Date as established in this Agreement and on or
before each succeeding Payment Date thereafter, through the Maturity Date, the Corporation
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 Date.
F. The repayment of all or any portion of the Outstanding Balance of the loan shall not entitle
the Corporation to any subsequent advances from the State, nor shall the State have any
obligation to advance to or for the benefit of the Corporation any amount in excess of the
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 payable from
and secured by a lien on and pledge of the Pledged Revenues; (i).prior in right and claim to
the lien and pledge of the Pledged Revenues securing the payment of obligations under this
Agreement, (ii) equally and ratably`on a parity with obligations under this Agreement and.
(iii) subordinate to the obligations under this Agreement.
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 for contracting for and funding all project costs-as outlined in
Article 2 of this Agreement, in compliance with all applicable federal, state, and local laws,
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
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 bythe•State of Texas.
C. The actions and decisions regarding the project made by the State shall not be contestable by
the Corporation.
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City of Rock Round (AUS)
D. The City and the Corporation shall provide the State and the Federal Highway
Administration, or their authorized representatives, with right of entry or access to all
properties or locations necessary to perform activities required to execute the work, inspect
the work, or aid otherwise in the prompt pursuit of the work. The City and the Corporation
,shall also provide the State, the Federal 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 City and the
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
records available at reasonable times to the State for inspection during the project and upon its
completion.' At•the completion of the project, the State shall use generally accepted 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 interest repaymentschedule attached herein as Exhibit C. The Corporation is
responsible for,repaying expended amounts and the interest thereon,as if the project had been
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 fails to remit to the State the
payments the Corporation owes pursuant to this Agreement, the State will take no further
action nor resume its obligations under this Agreementuntil such payments are no longer in
default. The Corporation shall also be responsible for reimbursing the State for all costs,or
other•losses of funds resulting from any default or failure to perform by the Corporation. The,
State,shall provide the Corporation with a revised principal and interest repayment schedule
after the Corporationcures any default for a loan payment.
B. There is no right to acceleration of the amounts payable under this Agreement. The.
Corporation acknowledges and agrees that the State has no adequate remedy at law to enforce
this Agreement and therefore equitable relief(including mandatory injunctions requiring the
Corporation to perform its obligations hereunder) will be appropriate upon a default by the
Corporation under this Agreement.
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City of Rock Round (AUS)
Article 8. Indemnification
The Corporation agrees that it is solely responsible for all losses, costs, expenses, penalties,
claims, and liabilities due to activities of the Corporation and its agents, employees, officers, or
contractors performed under this Agreement, and which result from an error, omission, or
negligent act of the Corporation or any agent, employee, official, or contractor of the
Corporation. Notwithstanding anything in this Agreement to the contrary, this provision shall
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:
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 Article 6 of this
Agreement;
E. If the State is unable to advance the proceeds of the loan to the Corporation within the period
prescribed in Article 2 of this Agreement, the Corporation may terminate this Agreement by
written notice to the State;
F. If the Corporation is in default on a loan payment required under this Agreement, the State
may declare the Agreement to be terminated, or may exercise any of the rights granted the
State in Article 7 of this Agreement;
D. Upon repayment in full by the Corporation of this SIB loan, and compliance by the
Corporation with all other requirements of this Agreement, the State shall execute and deliver
to the Corporation a certificate of payment, provided that, upon the execution and delivery of
the certificate of payment by the State, 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 10. Notices
All notices to either party by the •other party required underthis Agreement will be delivered
personally or sent by U.S. Mail, postage prepaid, addressed to such party at the following
respective addresses: •
State: Texas Department of Transportation. '
Attention: Director, Finance Division
125 East 11th Street
Austin, Texas 78701
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City of Rock Round (AUS)
Corporation: Round Rock Transportation System Development Corp.
221 E. Main St.
Round Rock, Texas 78664
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. '
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.
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City of Rock Round (AUS)
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.
IN WITNESS WHEREOF, the State and the Corporation have executed triplicate counterparts
of this Agreement.
ROUND ROCK TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION
By: 4,1fj) Date: 7 I D - 00
.
Robert A. Stluka, Jr.
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.
By: NetALJZIA4Date: e--/7- ®60
Charles W. Heald, P.E.
Executive Director
Texas Department of Transportation
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Exhibit A-1 '
RESOLUTION NO. R-00-03
WHEREAS, the Board of Directors of the Round Rock Transportation
System Development Corporation ("RRTSDC") hereby finds and determines
that there is an urgent need for the RRTSDC to construct improvements
to the City of Round Rock's transportation system, and
WHEREAS, such capital improvementscannot be reasonably financed
unless financial assistance is obtained. from the State Infrastructure
Bank, and
WHEREAS, the Board of Directors of the RRTSDC now desires to
�= -,:recommend to the Round Rock City Council that a request for financial
i
assistance be made to the State Infrastructure Bank in an amount not to
exceed $ 16000 DOO , Now Therefore
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ROUND ROCK
TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION,
A recommendation is hereby made to the Round Rock CityCouncil
that a request for financial assistance be made to the State
Infrastructure Bank in an amount not to exceed $ f(pICOO,COQ to provide
for the costs of construction of ' improvements to the City of Round
Rock' s transportation system.
The Board of Directors 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 thesubject matter hereof were discussed, considered and
formally acted, upon, all as required by the Open Meetings Act, Chapter
551, Texas Government, Code, as amended, and the Act .
RESOLVED this 95th day of March, 2000 .
ROUND ROCK TRANSPORTATION SYSTEM
DEVELOPMENT CORPORATION
Bdye)
j.4.?"
`�'-
By.
A: STLUKA, JR. , President
ATTEST:
/ / // PutA.&-el,
GAY • MANBECK, Secretary
Exhibit A-2 .
RESOLUTION NO. R-00-03-09-10C2
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK
("CITY") REQUESTING FINANCIAL ASSISTANCE FROM THE STATE
INFRASTRUCTURE BANK IN AN AMOUNT NOT. TO EXCEED,
$ Ito 1cco"app; AUTHORIZING THE FILING OF AN APPLICATION FOR
FINANCIAL ASSISTANCE; AND MAKING CERTAIN FINDINGS IN
CONNECTION THEREWITH.
WHEREAS, the City Council of the City hereby finds and
determines that thereis an urgent need for the City to construct
improvements to the City' s transportation system, and
WHEREAS, such capital improvements cannot be reasonably financed
unless financial assistance is obtained from the State Infrastructure:
Bank, and
WHEREAS, the City Council now desires to request financial
assistance in an amount not to exceed $ /101U UoO , Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
Section 1 . An application to the State Infrastructure Bank is,
hereby approved andauthorized to be filed : with the State
Infrastructure Bank seeking financial assistance in an amount not to
exceed $ ((o10c1G)On to provide for the costs of construction of
improvements to the City' s transportation system.
Section 2 . The Mayor is hereby designated as the authorized
representative of the City for purposes for furnishing such information
and executing such documents as may be required in connection with the
preparation and filing of such application for financial assistance and
with complying with the Rules of the State Infrastructure Bank.
Section 3 . The. 'following firms and individuals are hereby
authorized and directed to aid and assist in thepreparation and
submission of such application andappear on behalf of and represent
the City before any hearing held by the State Infrastructure Bank on
such applications, to wit :
Mr. Garry Kimball
First Southwest Company
98 San Jacinto Blvd. , Suite 370
Austin, Texas 7.8701 .
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, and the Act.
RESOLVED this 9th day of March, .2000 .
1 ,4401,47
RO:ERT A". STLUKA, JR. , Mayor
"ATTEST: City of Round Rock, Texas
®l4 '1 J-
JOi`;1 E LAND, City Secretary .
Exhibit B
TEXAS TRANSPORTATION COMMISSION
WILLIAMSON County MINUTE ORDER Page 1 of 2
District AUSTIN
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,soas to encourage public and
private investment in transportation facilities,expandthe availability of funding for transportation
projects,and reduce state costs. ,
Pursuant to this legislation,Transportation Code,Chapter 222,Subchapter D,created a SIB
within the Texas Department of Transportation(department).
The provision of capital to the SIB will result in the reduction of burdens and demands on the
limited funds available to the Texas Transportation Commission (commission) and an increase in the
effectiveness and efficiency of the department by allowing the SIB to provide•financial assistance to
eligible transportation projects.
Pursuant to Transportation Code, Chapter 222,Subchapter D,the commission has adopted
administrative rules implementing that subchapter and establishing eligibility criteria for an entity
applying for financial assistance from the SIB,codified as Title 43,Texas Administrative Code,
Chapter 6.
In accordance with 43 TAC §6.32, on April 27,2000, in Minute Order 108180,the
commission granted preliminary approval of an application from the City of Round Rock(city),
acting through the Round Rock Transportation System Development•Corporation, a Section 4B
development corporation(corporation)created by the city,to borrow$16,000,000 from the SIB to
pay for the acquisition of right of way and the relocation'of utilities required by the construction of
State Highway,45 within the city.
The planned improvements will alleviate traffic congestion on existing roadways in the area,
providing a safer alternative to the existing roadway system,and will provide an east-west
thoroughfare linking Austin to the Cedar Park,Leander,Round Rock and Pflugerville areas;
indicating there is°a transportation need for and anticipated public benefit in the proposed project,and
a;resultingimprovement in the efficiency of the state's transportation system.
Pursuant to.43 TAC §6.32(c)(3),the department and the corporation have negotiated the
terms of a financial assistance agreement, including a pledge of Section 4B corporation sales tax
revenue to guarantee repayment of the financial assistance to the SIB,with the financial assistance to
be repaid over a period of 15 years at 4.6 percent interest per annum.
In_accordance with 43 TAG§6.32(d), a study of the social,economical,,and environmental
impact of the project, consistent with the National Environmental Policy Act(42 U.S.C. §4321 et -
seq.),and in compliance with the requirements of the department's environmental rules, was
conducted as part of the department's final environmental impact statement for the project, which was
approved by the Federal Highway Administration:The Federal Highway Administration has also
issued a record of decision approving the project's selected alternative.
The project will have a positive impact in the city and the surrounding region, as the
improvements will result in increased mobility and safety on the region's roadways;
•
• TEXAS TRANSPORTATION COMMISSION
E ORDER Page 2 of 2
MINUTE WILLIAMSON County •
District AUSTIN
The present and projected financial condition of the SIB is sufficient to cover this request.
The proposed project and loan are in conformity with the purposes of.the SIB, as it will
expand the availability of funding for transportation projects and will reduce direct state costs.
IT IS THEREFORE DETERMINED that the application for SIB financial assistance
submitted by the City of Round Rock, acting through 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 approval of the application to borrow$16,000,000 from the State
Infrastructure Bank,to be repaid over a period of 15 years at 4.6 percent interest per annum, and
authorizes and directs the executive director to enter into a financial assistance agreement with the
corporation.
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Recommended
Submitted and reviewed by: 14
_ 'r
Director,Finance Division Executive�bt r 65 jut.
27 o
Minute Date
Number Passed
c T
Exhibit C
• Principal and Interest Repayment Schedule
The actual date for the repayment of funds in this Exhibit C is the date of the receipt of the SIB
funds (Deposit Date) by the Round Rock Transportation System Development Corporation (RRTSD.C)
Each annual payment date is one year from the date of receipt of funds (Deposit Date) until
loan is paid in full. Any payments made in addition to the annual payment of$1,500,081.15 will
be allocated to the,current balance. Annual payments will remain at the stated amount throughout the life
of the loan. A revised principal and interest repayment schedule will be attached to this agreement when the
Deposit Date is determined, and also when additional payments are made.
•
Loan Amount $16,000,000.00
Rate 4.60%
Term 15
Payment -$1,500,081.15
Beginning Current
Balance Principal Interest Payment Balance.
Yr- 1 $16,000,000.00 -$764,081.15 $736,000.00 -$1,500,081.15 $15,235,918.85
Yr-2 -$799,228.88 $700,852.27 -$1,500,081.15 $14,436,689.97
Yr-3 -$835,993.41 $664,087.74 -$1,500,081.15 $13,600,696.55
• Yr-4 -$874,449.11 $625,632.04 -$1,500,081.15 $12,726,247.45
Yr-5 -$914,673.77 $585,407.38 -$1,500,081.15 $11,811,573.68
Yr-6 -$956,748.76 $543,332.39 -$1,500,081.15 $10,854,824.92
Yr-7 -$1,000,759.20 $499,321.95 -$1,500,081.15 $9,854,065.71
Yr-8 -$1,046,794.13 $453,287.02 -$1,500,081.15 $8,807,271.59
Yr-9 -$1,094,946.66 $405,134.49 -$1,500,081.15 $7,712,324.93
Yr-10 -$1,145,314.20 $354,766.95 -$1,500,081.15 $6,567,010.72
Yr-11 -$1,197,998.66 $302,082.49 -$1,500,081.15 $5,369,012.07
Yr-12 -$1,253,106.60 $246,974.56 -$1,500,081.15 $4,115,905.47
Yr-13 -$1,310,749.50 $189,331.65 -$1,500,081.15 $2,805,155.97
Yr-14 -$1,371,043.98 $129,037.17 -$1,500,081.15 $1,434,112.00
Yr-15 -$1,434,112.00 $65,969.15 -$1,500,081.15 $0.00
-$16,000,000.00 $6,501,217.25 -$22,501,217.25
D:My docucments/roundrock_amort '
a
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Texas Department of Transportation
DEWITT C.GREER STATE HIGHWAY BLDG.•125 E.11TH STREET•AUSTIN,TEXAS 78701-2483•(512)463-8585
August 30, 2000
David Kautz
City of Round Rock
Finance Director
221 E. Main Street
Round Rock, TX 78664
Dear Mr. Kautz:
Please be advised that your State Infrastructure Bank (SIB) loan proceeds in the amount of
$16,000,000 were electronically transferred to Chase Bank-Houston on 8/28/00.
Attached is a copy of the new amortization payment schedule for the length of your loan.
The new schedule shows the actual disbursement date which will also be your annual
payment due date. Payment should be remitted to the following address:
Texas Department of Transportation
Finance Division-Revenue Accounting
125 E. 11th Street 3rd Floor
Austin, TX 78701-2483
If you have any questions or would like additional information,please feel free to call the SIB
Manager Dorn Smith at(512)463-8721 or Javier Pena at(512)463-8046.
Sincerely,
014.0 ,t/g/W
James Bass
Director, Finance Division
Attachment
cc: William C. Garbade, P.E.,Austin District
Brad Gatlin, FIN
Cindy Demers, City of Round Rock
O(c.L,al rtt.4
CC k }z An Equal Opportunity Employer
Exhibit C
Principal and Interest Repayment Schedule
The actual date for the repayment of fundsin this Exhibit C is the date of the receipt of the SIB
funds(Deposit Date),by the Round Rock Transportation System Development Corporation (RRTSDC).
Each annual payment date is one year from the date of receipt of funds(Deposit Date)until
loan is paid in full: Any payments made in addition to the annual payment of$1,500,081.15 will
be allocated to the current balance. Annual payments will remain at the stated amount throughout the life
of the loan. A revised principal and interest repayment schedule will be attached to this agreement when the
Deposit Date is determined, and also when additional payments are made.
Loan Amount $16,000,000.00
Rate 4.60%
Term 15
Payment -$1,500,081.15
Beginning Current
Balance Principal Interest Payment Balance
August 28, 2001 $16,000,000.00 -$764,08115 $736,000.00 -$1,500,081.15 $15,235,918.85
August 28, 2002 ., -$799,228.88 $700,852.27 -$1,500,081.15 $14,436,689.97
August 28, 2003 -$835,993.41 $664,087.74 -$1,500,081.15 $13,600,696.55
August 28, 2004 ' , -$874,449.11 $625,632.04 -$1,500,081.15 '$12,726,247.45
August 28, 2005 -$914,673.77 , $585,407.38 " ' -$1,500,081.15 $11,811,573.68
August 28, 2006 -$956,748.76 $543,332.39 $1,500,081.15 $10,854,824.92
August 28, 2007 -$1,000,759.20 $499,321.95 -$1,500,081.15 $9,854,065.71
August 28, 2008 -$1,046,794.13 $453,287.02 -$1,500,081.15 ' $8,807,271.59
August28, 2009 ' -$1,094,946.66 $405,134.49 -$1,500,081.15 $7,712,324.93
August28, 2010 -$1,145,314.20 $354,766.95 -$1,500,081:15 $6,567,010.72
August 28, 2011 . ' ' -$1,197,998.66 $302,082.49 -$1,500,081.15 $5,369,012.07
August 28, 2012 -$1,253,106.60 $246,974.56 • -$1,500,081.15 $4,115,905.47
August 28, 2013 ' -$1,310,749.50 $189,331.65 . -$1,500,081.15 $2,805,155.97
August 28, 2014 -$1,371,043.98 $129,037.17 -$1,500,081.15 $1,434,112.00
August28, 2015 -$1,434,112.00. $65,969.15 -$1,500,081.15 $0.00
-$16,000,000.00 $6,501,217.25 -$22,501,217.25
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J CITY. OF ROUND ROCK
�,s• �; $ 221 East Main Street
zx•- rot Round Rock,Txas 78664
'11.0„sr011! • 512218-5400
March 23,2000
Mr.James M. Bass, Director .
Finance.Division •
Texas Department of Transportation
125 E.'11th Street .
Austin, Texas 78701, '
Dear Mr.Bass, •
Enclosed is the Round Rock Transportation System Development Corporation's
application for a State Infrastructure Bank(SIB) loan to assist in the purchase of right of
way and the adjustment of utilities for SH 45 within the City of Round Rock. The
Corporation and the City have committed to provide $16,000,000 in funding for the
purchase of right of way and adjustment of utilities for this project. To finance this
commitment, the Corporation and the City have approved submittal of this loan
. 'application. .
The Texas Turnpike Authority has identified the construction'of the portions of Loop 1
and SH 45 which create the "L” project in Travis and Williamson Counties as their
highest priority project in the State. The segment of SH 45 in Round Rock for which
this loan will be used is part of the"L"project. The construction contract for the first
phase of the project is scheduled to be let no later than October, 2000 by TxDOT.
Therefore, purchase of the right of way needs to begin immediately. The City, as the
implementation agent for the Corporation, expects to have completed the acquisition of
all the right of way required for the first phase of the SH 45 project by July, 2000.
This project represents a significant partnership between TxDOT,TTA, and the City to
expedite a critical project that will significantly reduce congestion for the region. The
use of the SIB loan as described above satisfies the purposes of the State Infrastructure
Bank in the following ways:
1) _the SIB loanpermits an increased level of participation in the project by the City •
of Round Rock beyond which cash on hand would allow;
2) because of the increased level of participation in the project by the City, State
transportation funds are freed up that would otherwise be required to be used on
Mayor
Robert A.Stlukn,Jr. this project, thus expandingthe available funding for other transportation
Mayor Pro-temprojects; and . •
Martha A.Chavez . • 3) the successful implementation of the proposed project will result in significant
Council Members improvement to the efficiency and safety of the State Transportation System.
Tom Nielson
Earl M.Hairston
Rick Stewart. .
Earl Palmer
Jimmy Joseph
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City Manager '
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Robert L.Bennett,Jr, . ' .
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City Attorney . Fax:512-218-7097 . 1-800-735-2989 TDD 1=800-735-2988 Voice
Stephan L.Sheets www.ci.round-rock.tx,us
•
For allthe above reasons, I urge your favorable consideration of the Round Rock
Transportation System Development Corporation's SIB loan application.
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siti
itu,d Ole •
Ro.- . t u a,Jr.,
President, Round Rock Transportation System Development Corporation
and
Mayor, City of Round Rock
cc: David M. Laney
Robert Nichols
John W.'Johnson
Charles W.Heald
William C. Garbade
Senator Steve Ogden
Senator Jeff Wentworth
Representative Mike Krusee
Judge John C. Doerfler •
Round Rock Transportation System Development Corporation Board Members
Round Rock City Council Members