4B-R-02-20 - 4/11/2002 RESOLUTION NO. R-02-20
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, 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 to borrow up to $15, 000, 000 for the SH 45
Project .
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.
RESOLVED this 11th day of April, 2002 .
ROUND ROCK TRANSPORTATION SYSTEM
DE ' OPM 1'Pe- A,ON
00001By: /
ROO!!"" A. STLUKA, . , President
ATTE T:
6-3 Ats-7Q116....._
L h;#04/1/ , Secretary
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0 S2002-004-02 (FIN)
Round Rock Transportation System Development Corporation (AUS)
- )F TEXAS §
RAVIS §
STATE INFRASTRUCTURE BANK (SIB)
LOAN AGREEMENT
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, hereinafter called the Corporation, a public instrumentality and non-
profit industrial development corporation created pursuant to the Development Corporation Act
of 1979, Article 5190.6, §4(b), Vernon's Annotated Texas Civil Statutes, as amended, (the
"Act") and acting by and 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
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, TX (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 §4(b) of the Act; and
WHEREAS, in accordance with 43 TAC §6.23, the Corporation has submitted an application
to borrow fifteen million dollars ($15,000,000.00) from the SIB to pay for the acquisition of
Right of Way and the relocation of utilities for the expansion of SH 45 within the project limits;
and
WHEREAS, the construction of SH 45 will provide an east-west thoroughfare linking Austin to
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
,1 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 ten million
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dollars'($10,000,000.000) of right of way acquisition and utility adjustments along new SH 45;
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. The project
will provide for all reasonable and feasible measures to avoid, minimize, or mitigate for
adverse environmental impacts; 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 No. R-02-18 dated
February 14, 2002, attached hereto and made a part of this Agreement as Exhibit A-1,
authorizing the Corporation to borrow fifteen million dollars ($15,000,000.00)from the SIB,
which was approved by the Round Rock City Council with Resolution No. R-02-02-14-13B1
dated February 14, 2002 attached hereto and made a part of this Agreement as Exhibit A-2.
Both Resolutions authorize the Corporation to enter into a financial assistance agreement with
the State for a loan in the amount of fifteen million dollars ($15,000,000.00) to finance the
right-of-way acquisition and utility relocation for the construction of improvements to the City of
Round Rock's transportation system; and
_ WHEREAS, the Texas Transportation Commission, in Minute Order No. 108872, dated April
25, 2002, attached hereto and made a part of this financial assistance agreement as Exhibit B.
The State Resolution granted final approval of an application from the Corporation to borrow
fifteen million dollars ($15,000,000.00)from the SIB, which was approved by the Corporation,
and authorized the Executive Director of the Texas Department of Transportation to enter into
a financial assistance agreement with the Corporation to pay for the acquisition of right of way
and the relocation of utilities along SH 45.
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:
"Parity Obligations" means the Round Rock Transportation System Development Corporation
Senior Lien Sales Tax Revenue Bonds, Series 2001 and any other 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
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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 4(b)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.
Article 2. Financial Assistance
A. The State will lend the Corporation the amount of fifteen million dollars ($15,000,000.00)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, within the limits of the Corporation 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$15,000,000 from the SIB to the Corporation
for deposit in the Corporation's depository bank (Bank of America), 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 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 any
member 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 4(b) of the Act, or from any other
source than the Pledged Revenues. The financial assistance is to be repaid over a period
of twenty (20) years at 4.5% interest per annum. Interest on the original amount of the loan
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shall accrue from the Deposit Date at the rate of 4.5% simple interest per annum, and, if
not paid, shall compound to the extent authorized by law, at the rate of 4.5% 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 nineteen (19) annual installments until the final Payment Date of the
twentieth (20th) 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 utilities 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 and/or approved 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 financial assistance 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 fifteen million dollars ($15,000,000.00) over a twenty (20)
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.").
F. 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.
G. 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.
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'H. There shall be no penalty imposed by the State upon the Corporation for any or partial
early repayment of this SIB loan as outlined in the attached Exhibit C.
I. 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 andsecured 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 by the State of Texas.
C. The actions and decisions regarding the project made by the State shall not be contestable
by the Corporation.
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.
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•
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 repayment schedule 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 Agreement until 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 Corporation cures 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 thereforeequitable relief(including mandatory injunctions
requiring the Corporation to perform its obligations hereunder) will be appropriate upon a
default by the Corporation under this Agreement.
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;
B. 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;
C. 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
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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,
i 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 under this Agreement will be delivered
personally or sent by U.S. Mail, postage prepaid, addressed to such party at the following
respective addresses:
State: Corporation:
Texas Department of Transportation Round Rock Transportation
Attn: Director, Finance Division System Development Corporation
125 East 11th Street Office of the General Manager
Austin TX 78701-2483 221 E Main St
Round Rock TX 78664
City:
City of Round Rock
With a copy to the City Attention: City Manager
221 E Main St
Round Rock TX 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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i 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:44,6t, /C �, Date: 1C1, cWOT
Ruth Koughan
Vice-President
ATTEST: - --
By: OP ,. . 41 - •-Date: OOL'
ar W Hathorn d
Secretary
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: r r Date: 4 /a 2_4,o 7-
James
James M. Bass
Finance Division
Texas Department of Transportation
i EXHIBIT A-1
RESOLUTION NO. 02-18
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 acquire right-of-way and
relocate utilities for the construction of improvements to the City of
Round Rock' s transportation system, and
WHEREAS, such right-of-way acquisition and utility relocation
cannotbe 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
assistance be made to the State Infrastructure Bank in an amount not to
exceed $15, 000, 000, 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 City Council
that a request for financial assistance be made to the State
Infrastructure Bank in an amount not to exceed $15, 000, 000 to provide
for the costs of right-of-way acquisition and utility relocation for
the 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
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•
EXHIBIT A-1
this Resolution was adopted was posted and that such meeting was open
Ito 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 14th day of February, 2002 .
ROUND ROCK TRANSPORTATION SYSTEM
DEVE .e 'ME CORPO TION
By: OA/
�aa� t.• ROB ' A. STLUKA, JR. , President
ATTEST: 0. 4417,4L-
LAW '
�J.
LR W 071k0EA1, Secretary
2
EXHIBIT A-2
RESOLUTION NO. R-02-02-14-13B1
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
$15,000,000; 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 there is an urgent need to acquire right-of-way and
relocate utilities for theconstruction of improvements to the City' s
transportation system, and
WHEREAS, such right-of-way acquisition and utility relocation
cannot be reasonably financed unless financial assistance is obtained
from the State Infrastructure Bank, and
WHEREAS, the Board of Directors of the Round Rock Transportation
System Development Corporation has recommended to the Council that it
request financial assistance from the State Infrastructure Bank in an
amount not to exceed $15 , 000, 000, and
WHEREAS, the City Council now desires to approve said request
for financial assistance, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
Section 1 . The Round Rock Transportation System Development
Corporation is hereby- authorized to make an application to the State
Infrastructure Bank seeking financial assistance in an amount not to
exceed $15, 000, 000 to provide for the costs of right-of-way acquisition
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EXHIBIT A-2
and utility relocation for the construction of improvements to the
City' s transportation system.
Section 2 . The Mayor and/or President of the Board of
Directors is hereby designated as the authorized representative of the
City and the Round Rock Transportation System Development Corporation
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 the preparation and
submission of such application and appear on behalf of and represent
the City and the Round Rock Transportation System Development
Corporation 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 78701
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
2
EXHIBIT A-2
Government Code, as amended.
RESOLVED this 14th day of February, 2002 .
• 4#41 44 _
ROB A. STLUKA, JR. , ayor
AT EST: City of Round Rock, Texas
1
CHRISTINE R. MARTINEZ, City Se etary
3
•
•
EXHIBIT B •
TEXAS TRANSPORTATION COMMISSION
TRAVIS AND WILLIAMSON Counties MINUTE ORDER Page 1 of 2
District AUSTIN
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
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.
-- EXHIBIT B
TEXAS TRANSPORTATION COMMISSION
TRAVIS AND WILLIAMSON Counties MINUTE ORDER Page 2 of 2
District AUSTIN
In accordance with 43 TAC §6.31,the department 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.
•
Submitted and reviewed by: Recommended by:
//! /g/Xc.." .
Director,Finance Division Executive Director
1.08K2 !)2
Minute Date "
Number Passed
EXH1B 1`r C
Principal and Interest Repayment Schedule
The actual date for the repayment of funds in this Exhibit Cis the date of the receipt of the SIB
funds (Deposit Date)by the Round Rock. Each annual payment date is one year from the
date of receipt of funds (Deposit Date) until payment is paid in full.A revised principal and interest
repayment schedule will be attached to this agreement when the Deposit Date is determined.
Loan Amount $15,000,000.00
Rate 4.50%
Term 20
Payment -$1,153,142.16
Beginning Ending
Balance Principal Interest Payment Balance
5/10/03 $15,000,000.00 -$478,142.16 $675,000.00 -$1,153,142.16 $14,521,857.84
Yr-2 -$499,658.56 $653,483.60 -$1,153,142.16 $14,022,199.27
Yr-3 -$522,143.20 $630,998.97 -$1,153,142.16 $13,500,056.08
Yr-4 -$545,639.64 $607,502.52 -$1,153,142.16 $12,954,416.43
Yr-5 -$570,193.43 $582,948.74 -$1,153,142.16 $12,384,223.01
Yr-6 -$595,852.13 $557,290.04 -$1,153,142.16 $11,788,370.88
Yr-7 -$622,665.48 $530,476.69 -$1,153,142.16 $11,165,705.40
Yr-8 -$650,685.42 $502,456.74 -$1,153,142.16 $10,515,019.98
Yr-9 -$679,966.27 $473,175.90 -$1,153,142.16 $9,835,053.72
Yr-10 -$710,564.75 . , $442,577.42 -$1,153,142.16 $9,124,488.97
Yr-11 -$742,540.16 $410,602.00 -$1,153,142.16 $8,381,948.81
Yr-12 -$775,954.47 $377,187.70 -$1,153,142.1.6 $7,605,994.34
Yr-13 -$810,872.42 $342,269.75 -$1,153,142.16 $6,795,121.92
Yr-14 -$847,361.68 $305,780.49 -$1,153,142.16 $5,947,760.24
Yr-15 -$885,492.95 $267,649.21 -$1,153,142.16 $5,062,267.29
Yr-16 -$925,340.14 $227,802.03 -$1,153,142.16 $4,136,927.15
Yr-17 -$966,980.44 $186,161.72 -$1,153,142.16 $3,169,946.71
Yr-18 -$1,010,494.56 $142,647.60 -$1,153,142.16 $2,159,452.14
Yr-19 -$1,055,966.82• $97,175.35 -$1,153,142.16 $1,103,485.33
•
Yr-20 -$1,103,485.33 $49,656.84 -$1,153,142.16 $0.00
-$15,000,000.00 $8,062,843.30 -$23,062,843.30
- JP,FIN,D:My documents/roundrock3_amort.sib.xls.sib
ttsg456/f•
16 �s •x CITY OFAROUND ROCK : '
••• i/\� r • ` 221 East`Main treat
i :James Bass,'Director`._ ` Round 1 ocic;Texas 78664
• Finance Division 512 2X8-$400.
•
Texas:Department Of Transportation
125 E. 11tu'Street %'
•Austin,.TX:78701-2483
•RE" Round Rock"Transportation System Development•Corporation
Corporation')Loan Application to the State Infrastructure wank("SIB')'for
3 SH 45 Right of Way Acquisition .
Dear MrBass:
This letter"serves to sumrnarize the basic loan terms which:we have discussed _ -
with you and mutually agreed supoh in-principal This letter also signifies:iny
intent to present these terms to the:Corporation Board of Directors and
recommend acceptance as they:are presented without'further negotiation
Loan terms:Which the City would.commit.yto recommend to the Corporation `
include"a(20)year amortization schedule which produces equal annual
: payments comprised•ofprincipal-and interest ata fixed interest rate o#'
4.50%per-annum, Legal terms related to.:revenues pledged as security;"-
ability to prepayand oversight responsibilities:.would-be consistent with.the
:-existing loan to the Corporation made by the SIB m August,2000. •
' Since timing is of the essence on,the SH 45 project, I`respectfully re quest that : :
this loan application remain on the TxDQT.Commission agendafor final
approvalon March 28,1002.'s'-The Corporation,B:oard of,Directors,and:the Round:
Rock City:Councrl must officially approve the loan,agreement at their regular.-
scheduled meeting on April 11, 2002: With.the staff recommendation for
:approvaland the.;Corporation's previously stated commitment to'this project, I- • "
believe that the.Corporation and the City Council will be in favor:of the loan=• _
- •agreement and the terms summarized"above: •
, .
• Thank you and;your staff for your efforts to date.on the Corporation's loan •
• application and I appreciate.your consideration of this"request " •
Mayor. •
Robert A.-Stluka,Jr.<. - . ,
Mayor Pro tem
Tom Nielson• S rely;
Council Members
Alan McCraw ,
Carrie•Pitt. /
Earl Palmer
Isabel Callahan 'Ro •rt L. B• ett,'Jr:
RGabryerCt oLe Bagennett-Jr. Round Roe. ransportation System
Development Cororation General Manager: ••
c"Yr''44) er
ana er:ctyManer --City of Round Rock, City Manager' _
City Attorney Fax:512-218-7097 1-800-735-2989 TDD • 1=800-735-2988 Voice . -
Stephan L.Sheets sib02e www.ci;round-rock.tx.us
.i
Ar Texas Department of Transportation
DEWITT C.GREER STATE HIGHWAY BLDG.•125 E.11TH STREET•AUSTIN,TEXAS 78701-2483•(512)463-8585
[a/i4-- April 29, 2002
COAANW:J2 iticL RECEIVED APR 3 0 2002
David Kautz
•
Finance Director
Round Rock(RRTSDC)
221 E. Main Street
Round Rock, TX 78664
Dear Mr. Koutz:
Please be advised that your State Infrastructure Bank (SIB) loan of$15,000,000 received final
approval from the Texas Transportation Commission on Thursday April 25, 2002. A loan
agreement will be prepared and will be sent to you for your review and signature within the next
two weeks.
If you have any questions or need additional information regarding this matter, please feel free to
call the SIB Manager Dorn Smith at(512) 463-8721 or Javier Pena at
(512) 463-8046.
Sincerely,
James M. Bass
Director, Finance Division
•
cc: Bob Bennett, City Manager
William C. Garbade, P.E., AUS District
Robert Stuard, P.E., AUS District
Bob Daigh, TTA
An Equal Opportunity Employer
Ar Texas Department of Transportation
DEWITT C.GREER STATE HIGHWAY BLDG.•125 E.11T1-1 STREET•AUSTIN,TEXAS 78701-2483•(512)463-8585
July 12, 2001
Ruth Koughan, Vice-President
Round Rock Transportation System Development Corporation
221 E Main St
Round Rock TX 78664
Re: State Infrastructure Bank Loan Agreement
Dear Vice-President Koughan:
Please find enclosed one (1) executed original State Infrastructure Bank Loan
Agreement between the Round Rock Transportation System Development Corporation
and the Texas Department of Transportation.
If you have questions, please feel free to call me at (512) 486-5700.
Sincerely,
Jennifer D. Soldano
Director, Contract Services Office
JDS:pab
cc: Dorn Smith, FIN
William C. Garbade P.E., AUS
Enclosure
RECEIVED JUL 1 6 2002
An Equal Opportgnity Emglgvgr
'o: Elaine Wilson From: CHASE BANK OF TEXAS 3-22-2002 4:47pm p. 1 of 1
rom : CHASE — AUSTIN VAULT Page u 1
700 LAVACA, AUSTIN TX (512] 479-2520
'o : Elaine Wilson -
ax : 2185442
e Confirmation of transactions
is Fri — Mar 22, 02
:ustomer Name/Location x Account Cr Date Declared Verified Over/(Short) Reason
:ITY OF ROUND ROCK u001 09922769863 N/A 2,945.25 2,945.25
:TTY OF ROUND ROCK u001 09922769863 N/A 7,293.07 • 7,293.07
:ITY OF ROUND ROCK 4001 09922769863 N/A. 521.91 521.91
:ITY OF ROUND ROCK u001 09922769863 N/A 2,799.86 2,799.86
:ITY OF ROUND ROCK *001 09922769863 N/A 201.00 201.00
03/22/2002 FRI 17:44 1TX/RX NO 60431 01001
Texas Department of Transportation
DEWITT C.GREER STATE HIGHWAY BLDG.•125 E.11TH STREET•AUSTIN,TEXAS 78701-2483•(512)463-8585
June 12, 2002
Robert A Stluka, Jr., Board President -
Lit'' 1If 24.02,
Round Rock Transportation System Development Corporation
221 E Main St
Round Rock TX 78664
Re: State Infrastructure Bank Loan Agreement
Dear Mr. Stluka:
Please find enclosed three original counterparts of the State Infrastructure Bank Loan
Agreement between the Round Rock Transportation System Development Corporation
and the Texas Department of Transportation. I would appreciate if you would sign the
agreements and return them to me at the address indicated above.
When you have executed and returned the agreements, I will obtain the signature of the
Executive Director of the Texas Department of Transportation and return a fully
executed copy of the agreement to you.
If you have questions, please feel free to call me at (512) 486-5700.
Sincerely,
I tC(e(''''-
' nnif-'r D. Soldano
Director, Contract Services Office
cc: Dorn Smith, FIN
cc: City Manager, City of Round Rock
Enclosures
An Equal Opportunity Employer
RECEIVEDJUN 2 4
2002
Alir Texas Department of Transportation
DEWITT C.GREER STATE HIGHWAY BLDG.•125 E.11TH STREET•AUSTIN,TEXAS 78701-2483•(512)463-8585
June 20, 2002
Ruth Koughan, Vice-President
Round Rock Transportation System Development Corporation
221 E Main St
Round Rock TX 78664
Re: State Infrastructure Bank Loan Agreement
Dear Ms. Koughan:
Please find enclosed three original counterparts of the State Infrastructure Bank Loan
Agreement between the Round Rock Transportation System Development Corporation
and the Texas Department of Transportation. • I would appreciate it, if you would sign
the agreements and return them to me at the address indicated above.
`) '. When you have executed and returned the agreements, I will obtain the signature of the
_ Executive Director of the Texas Department of Transportation and return a fully -
executed copy of the agreement to you.
If you have questions, please feel free to call me at (512) 486-5700.
Sincerely,
gaitheilAMZ
Je .
Directornnifer D.
D. Services Office
cc: Dorn Smith, FIN
cc: City Manager, City of Round Rock
Enclosures
•
An Equal Opportunity Employer
•
ROUND ROCK, TEXAS
PURPOSE.PASSION. PROSPERITY.
Mr. James M. Bass
Director, Finance Division
Texas Department of Transportation
125 East 1 1th Street
Austin, TX 78701-2483
July 19, 2002
Re: State Infrastructure Bank(SIB)Loan Agreement with the Round Rock
Transportation System Development Corporation
Dear Mr. Bass:
In accordance with Article 2 of the referenced agreement,this letter serves as an
official request for the State to transfer the SIB funds to the Corporation. The
Corporation requests that the amount of$15,000,000 be transferred to the
Corporation project account via wire instructions previously provided to your staff.
• Concurrent with the transfer of funds, please provide a principal and interest
repayment schedule to be attached to the loan agreement as Exhibit C.
Please provide advance notice to my office so we may prepare for and anticipate
the wired funds.
Thank you for your assistance in this matter.
5Zere
Mayor
Nyle Maxwell David Kautz, CGFO
Chief Financial Officer
Mayor Pro-tem Round Rock Transportation System Development Corporation
Tom Nielson P Y P
Council Members
Alan McGraw CC: Javier Pena(by fax), Texas Department of Transportation
Carrie Pitt
Scot Knight ``Boli_Bair ett;Round-Rock rani sportation System.Development7
Isabel Gallahan Corporation
, - Gary Coe
City Manager
obert L.Bennett,Jr.
City Attorney
Stephan L.fheets sib02h.doc
CITY OF ROUND ROCK 221 East Main Street•Round Rock,Texas 78664
Phone:512.218.5400•Fax:512.218.7097•Voice: 1.800.735.2988• 1.800.735.2989 TDD•www.ci.round-rock.tx.us
. •
•
ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY.
July 3, 2002
Mr. James M. Bass
Finance Division
Texas Department of Transportation
Dewitt C. Greer State Highway Bldg.
125 E. 11th Street
Austin, TX 78701-2483
Re: State Infrastructure Bank Loan Agreement
Dear Mr. Bass:
Enclosed are three original counterparts of the State Infrastructure Bank Loan
Agreement between the Round Rock Transportation System Development Corporation
and the Texas Department of Transportation. Please execute the documents and return
one fully executed copy of the agreement to my attention.
If you have any questions, please contact David Kautz, the City's Chief Financial
Officer at 218-5430.
incerely,
Mayor •
Nyle Maxwell
Mayor Pro-tern Christine R. Martinez
Tom Nielson City Secretary
Council Members
Alan McGraw
Carrie Pitt
Scot Knight Enclosure
Isabel Gallahan
Gary Coe
`pity Manager
obert L.Bennett,Jr.
City Attorney
Stephan L.Sheets
CITY OF ROUND ROCK 221 East Main Street•Round Rock,Texas 78664
Phone:512.218.5400•Fax:512.218.7097•Voice:1.800.735.2988•1.800.735.2989 TDD•www.ci.round-rock.tx.us