Loading...
4B-R-05-38 - 8/25/2005 RESOLUTION NO. R-05-38 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 IH- 35 from Chandler Road to Westinghouse 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 to borrow up to $7, 000, 000 for the IH-35 from Chandler Road to Westinghouse Road 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 25th day of August, 2005 . ROUND ROCK TRANSPORTATIO ST DEVELOP '•'T ("7 ' : Ok. By: ► , ,,,.r WELL, President ATTES. :Ais Or 4 1.110 CJ,f ,Q A/, Secretary OPFDesktop\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/RRTSDC/0038.WPD/SC DATE: August 19, 2005 SUBJECT: Transportation System Development Corporation — August 25, 2005 ITEM: 5.B. Consider a resolution authorizing the President to execute, on behalf of the Corporation, a State Infrastructure Bank Loan Agreement with the State of Texas for the IH-35 Area Improvements from Chandler Road to Westinghouse Road. • The Round Rock Transportation System Development Corporation made an application to the State Infrastructure Bank (SIB) for a loan not to exceed $7 million for the improvements along IH35 from Chandler Road to Westinghouse Road. The 4B Corporation has previously obtained two loans from the SIB totaling $31 million for the SH45 frontage road projects. Loan terms: 4.0% per annum to maturity 15 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 the Y2 % sales tax dedicated to transportation improvements. TXDOT gave final approval of the loan transaction at its regular meeting on July 28, 2005. S2005-005-03 (FIN) •. Round Rock Transportation System Development Corporation (AUS) THE STATE OF TEXAS § COUNTY OF TRAVIS § 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 up to seven million dollars ($7,000,000.00) from the SIB to pay for the costs of improvements along 1-35 from Chandler Road to Westinghouse Road; and WHEREAS, the planned project includes the costs of improvements along 1-35 from Chandler Road to Westinghouse Road. 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. Page 1 of 8 R-06•31? g. S2005-005-03 (FIN) Round Rock Transportation System Development Corporation (AUS) 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; and WHEREAS, 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; 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. 04-32 dated October 26, 2004, attached hereto and made a part of this Agreement as Exhibit A, authorizing the Corporation to borrow up to seven million dollars ($7,000,000.00)from the SIB, which was approved by the Round Rock City Council with Resolution No. R-04-10-26- 15E2 dated October 26, 2004 attached hereto and made a part of this Agreement as Exhibit A-1. Both Resolutions authorize the Corporation to enter into a financial assistance agreement with the State for a loan in the amount of up to seven million dollars ($7,000,000.00) to finance the cost of improvements along 1-35 from Chandler Road to Westinghouse Road; and WHEREAS, the Texas Transportation Commission, in Minute Order No. 110151, dated July 28, 2005, 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 up to seven million dollars ($7,000,000.00)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 for the proposed improvements along 1-35 from Chandler Road to Westinghouse Road. 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. Page 2 of 8 S2005-005-03 (FIN) Round Rock Transportation System Development Corporation (AUS) "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 Corporation within the boundaries of the Corporation 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 up to seven million dollars ($7,000,000.00) to finance the improvements along 1-35 from Chandler Road to Westinghouse Road, within the limits of the Corporation as described in Article 3 of this Agreement. After final execution of this Agreement, as required in the sole opinion of the State, the State will transfer all of the SIB loan funds into the State Highway Fund 6, Cost Center 06991, FIMS segment 27, CSJ 0015-09-148. The date of the transfer shall be the "Deposit Date"for the amount transferred at that time. The State will give notice to the Corporation of 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 Corporation, 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 Corporation pursuant to Section 4(b) of the Act, or from any other source than the Pledged Revenues. Page 3 of 8 S2005-005-03 (FIN) Round Rock Transportation System Development Corporation (AUS) • The financial assistance is to be repaid over a period of fifteen (15) years at 4% interest per annum. Interest on the original amount of the loan shall accrue from the Deposit Date at the rate of 4% simple interest per annum, and, if not paid, shall compound to - the extent authorized by law, at the rate of 4% per annum annuallyon 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 State 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 State, 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 1, Paragraph B. The principal and interest repayment schedule shall provide for payment of the loan amount of up to seven million dollars ($7,000,000.00) 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. The Corporation shall establish in its depository bank a SIB Loan Debt Service Account. Pledged revenue of the Corporation as described in Article 1, Paragraph B shall be deposited into this account by the Corporation prior to each "Annual Loan Payment". The Corporation shall make one or more deposits to the credit of the SIB Loan Debt Service Account during this twelve month period until the balance of such account equals the Annual Loan Payment attached herein as Exhibit C. 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. 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. Page 4 of 8 S2005-005-03 (FIN) Round Rock Transportation System Development Corporation (AUS) G. 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. H. A late payment penalty (over 30 days past due date) will be added to the interest charged for that payment period and the ending balance will be adjusted. The SIB will adjust the current balance and will calculate the final loan payment accordingly. Article 3. Project Description The State will provide SIB financial assistance to the Corporation for actual project costs of the improvements along 1-35 from Chandler Road to Westinghouse Road. Article 4. Project Responsibilities A. The State is responsible for contracting for and funding all project costs as outlined in Article 1 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 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 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 Corporation which are pertinent to theacquisition 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 4 of this Agreement. Article 5. Project Accounting A. 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. Page 5 of 8 S2005-005-03 (FIN) Round Rock Transportation System Development Corporation (AUS) B. The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the contract or indirectly through a subcontract under the contract. Acceptance of funds directly under the contract or indirectly through a subcontract under this contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. 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 1 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. 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. 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 5 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 1 of this Agreement, the Corporation may terminate this Agreement by written notice to the State; Page 6 of 8 • S2005-005-03 (FIN) Round Rock Transportation System Development Corporation (AUS) 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 6 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 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 Honorable Nyle Maxwell Attn: Chief Financial Officer Mayor of Round Rock 125 East 11th Street 221 East Main Street Austin TX 78701-2483 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 9. 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. Page7of8 S2005-005-03 (FIN) Round Rock Transportation System Development Corporation (AUS) 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. 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: , Date: Si-o15-05- Maxwell -Mayor- PRE5ipEN1- THE STATE OF TEXAS Executed for the Executive Director and approved for the Texas Transportation Commission 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. Date: 5:�/� James M. Bass Chief Financial Officer Finance Division Texas Department of Transportation Page 8 of 8 • ,..� .1;;ii I'le4 _,a. -:d: iyr�2 i1^ :i4 ' :1, `''s." {:•t :i>: Exhibit A RESOLUTION NO. 04-32 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 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 Board of Directors of the RRTSDC now desires to request financial assistance in an amount not to exceed $7, 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 $7, 000, 000 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 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. OPFDesktop\::ODMA/WORLDOX/D:/WDOX/RESOLDTI/RRTSDC/0032.WPD/Sc • RESOLVED this 26th day of October, 2004 . ROUND ROCK TRANSPORTATION S q EM DEVELOP T ,5' 'O' •TZO By: Y "�, A WELL,\Pr�nt ATTE (1461-L— IJT/100( , Secretary • 2 Exhibit A-1 RESOLUTION NO. R-04-10-26-15E2 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$7,000,000; 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 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 $7, 000, 000 , 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 and authorized to be filed with the State Infrastructure Bank seeking financial assistance in an amount not to exceed $7, 000, 000 to provide for the costs ofconstruction 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. ®PFDESktop\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/R41O26E2.WPD/SC 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 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 tithes 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 26th day of October, 2004 . Ai►►.� • A f• WELL, ayor City of" Round Rock,. Texas AT EST: `6rhaht6/ 7 CHRISTINE R. MARTINEZ, City Secreta 2 RESOLUTION NO. 04-33 RESOLUTION ADOPTING THE 2004-2005 OPERATING BUDGET FOR THE ROUND ROCK TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION WHEREAS, the Board of Directors of the Round Rock Transportation System Development Corporation wishes to adopt an operating budget for fiscal year 2004-2005 in accordance with .the attached proposal, Now Therefore BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ROUND ROCK TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION, That the operating budget for fiscal year 2004-2005 be adopted as set forth in Exhibit "A" 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. RESOLVED this 26th day of October, 2004. ROUND ROCK TRANSPORTATIO►= M DEVELOP ' •4R'•RAT,:N By: ATTEST- r "" o WELL, ' • ;' . O. 4144.."--) 677-16k/Il, Secretary . @PFDesktOp\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/RRTSDc/00075275.WPD/sc : EXHIBIT CSJ: 0015-08-148 • County: Williamson ►A�� 1-35: Westinghouse Rd. S to Chandler Rd THE STATE OF TEXAS § THE COUNTY OF TRAVIS § its ORIGINAl. ADVANCE FUNDING AGREEMENT FOR VOLUNTARY • LOCAL GOVERNMENT CONTRIBUTIONS TO TRANSPORTATION IMPROVEMENT PROJECTS WITH NO REQUIRED MATCH THIS 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 City of Round Rock, acting by and through its duly authorized officials, hereinafter called the "Local Government." WITNESSETH WHEREAS, Transportation Code, Chapters 201, 221, 227, and 361, authorize the Stateto lay out, construct, maintain, and operate a system of streets, roads, and highways that comprise the State Highway System; and, WHEREAS, Government Code, Chapter 791, and Transportation Code, §201.209 and Chapter 221, authorize the State to contract with'municipalities and political subdivisions; and, WHEREAS, Commission Minute Order Number 109335 authorizes the State to-undertake and complete a highway improvement generally described as upgrading interstate frontage roads; and, WHEREAS,the Local Government has requested that the State allow the Local Government to participatein said improvement by funding that portion of the improvement described as adding auxiliary lanes, deceleration/acceleration lanes.and ancillary turn lanes to the northbound frontage road and constructing a south to north turnaround structure at Chandler Road, hereinafter called the "Project'; and, WHEREAS, the State has determined that such participation is in the best interest of the citizens of the State; • NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties hereto, to be by them respectively kept and performed as hereinafterset forth, the State and the Local Government do agree as follows: AGREEMENT Article 1. Time Period Covered This agreement becomes effective when signed by the last party whose signing makes the agreement fully executed,.and the State and the Local Government will consider it to be in full force and effect until the Project described herein has been completed and accepted by all parties or unless terminated, as hereinafter provided. Article.2. Project Funding and Work Responsibilities The State will authorize the performance of.only those Project items of work which the Local Government has requested and has agreed to pay for as described in Attachment A, Payment. Provision and Work Responsibilities which is attached to and made a part of this contract. AFA-AFAVomTIP Page 1 of 7 Revised 9/2/04 • CSJ: 0015-08-148 County: Williamson • 1-35: Westinghouse Rd. S to Chandler Rd In addition to identifying those items of work paid for by payments to the State,Attachment A, Payment Provision and Work Responsibilities, also specifies those Project items of work that are the responsibility of the Local Government and will be carried out and completed by the Local Government,at no cost to the State. Article 3. Right of Access If the Local Government is the owner of any part of the Project site, the Local Government shall _ permit the State or its authorized representative access to the site to perform any activities required to execute the work. The Local Government will provide for all necessary right-of-way and utility adjustments needed for.performance of the work on sites not owned or to be acquired by the State. If right of way is required, the Local Government shall prepare right of way maps, property descriptions and other data needed, utilizing all applicable laws governing the acquisition policies for acquiring real property. Tracings of the maps shall beretained by the State for its records. If the proposed construction requires the adjustment, removal or relocation of any utility facilities, the Local Government and/or its consultant shall establish the necessary utility work and notify the appropriate utility company to design and schedule their adjustments. The Local Government shall be responsible for all costs associated with the adjustments not assumed by the utility company. Removal or relocation or such utilities shall be in accordance with applicable laws, regulations, policies and procedures. In the event additional utilities are required to be adjusted, removed or relocated during the construction of the.Project, the Local Government will be responsible for all costs associated with the additional utility work within its jurisdiction. Article 4. Responsibilities of the Parties The Local Government acknowledges that while it is not an agent, servant, nor employee of the State, it responsible for its own acts and deeds and for those of its agents or employees during the performance of the work on the Project. Article 5. Document and Information Exchange The Local Government agrees to electronically deliver to the State all general notes, specifications, contract provision requirements and related documentation in a Microsoft®Word or similar document. 'If requested by the State, the Local Government will use the State's document template. The Local Government shall also provide a detailed construction time estimate including types of activities and month in the format required by the State. This requirement applies whether the local government creates the documents with its own forces or by hiring a consultant or professional provider. Article 6. Interest The State will not pay interest on funds provided.by the Local Government. Funds provided by the Local Government will be deposited into, and retained in, the State Treasury. Article 7. Inspection and Conduct of Work Unless otherwise specifically stated in Attachment A, Payment Provision and Work Responsibilities, to this contract, the State will supervise and inspect all work performed hereunder and provide such engineering inspection and testing services as may be required to ensure that the Project is accomplished in accordance with the approved plans and.specifications. All correspondence and instructions to the contractor performing the work will be the sole responsibility of the State. Unless otherwise specifically.stated in Attachment A to this contract, all work will be performed in accordance Pith the Standard Specifications for Construction and Maintenance of Highways, Streets, and AFA-AFAVoITIP Page 2 of 7 Revised 9/2/04 7 CSJ: 0015-08-148 County: Williamson 1-35: Westinghouse Rd. S to Chandler Rd Bridges adopted by the State and incorporated herein by reference, or special specifications approved by the State. Article 8. Increased Costs In the event it is determined that the funding provided by the Local Government will be insufficient to cover the State's cost for performance of the Local Government's requested work, the Local Government will pay to the State the additional funds necessary to cover the anticipated additional cost. The State shall send the Local Government a written notification stating the amount of additional funding needed and stating the reasons for the needed additional funds. The Local Government shall pay the funds to the State within 30 days of the written notification, unless otherwise-agreed to by all parties to this agreement. If the Local Government cannot pay the additional funds, this contract shall be mutually terminated in accord with Article 10-Termination. If this is a fixed price agreement as specified in Attachment A, Payment Provision and Work Responsibilities, this provision shall only apply in the event changed site conditions are discovered or as mutually agreed upon by the State and the Local Government. If any existing or future local ordinances, including, but not limited to, outdoor advertising billboards or storm water drainage facility requirements, are more restrictive than State or Federal Regulations, or any other locally proposed changes, including, but not limited to plats or replats, result in increased costs, then, any increased costs associated with the ordinances or changes will be paid by the local government. The cost of providing such right of way acquired by the State shall mean the total expenses in acquiring the property interests either through negotiations or eminent domain proceedings, including expenses related to relocation, removal, or adjustment of eligible utilities. Article 9. Maintenance Upon completion of the Project, the State will assume responsibility for the maintenance of the completed Project unless otherwise specified in Attachment A to this agreement. Article 10. Termination This agreement may be terminated in the following manner: • by mutual written agreement and consent of both parties; • by either party upon the failure of the other party to fulfill the obligations set forth herein; by the State if it determines that the performance of the Project is not in the best interest of the State. If the agreement is terminated in accordance with the above provisions, the Local Government will be responsible for the payment of Project-costs incurred by the State on behalf of the Local Government up to the time.of termination. ' • Upon completion of the Project, the State will perform an audit of the Project costs. Any funds due to the Local Government, the State, or the Federal Government will be promptly paid by the owing party. 11, Notices All notices to either party by the other required under this agreement shall be delivered personally or • sent by certified or U.S. mail, postage prepaid or sent by electronic mail, (electronic notice being permitted to the extent permitted by law but only after a separate written consent of the parties), addressed to such party at the following addresses: AFA -AFAVo1TIP Page 3 of 7 Revised 9/2/04 • CSJ: 0015-08-148 County: Williamson 1-35: Westinghouse Rd. S to Chandler Rd Local Government: State: Honorable Nyle Maxwell Robert B. Daigh, P.E. Mayor of Round Rock Austin District Engineer 221 E. Main Street P.O. Drawer 15426 Round Rock, Texas 78664 Austin, Texas 78761-5426 All notices shall be deemed given on the date so delivered or so deposited in the mail, unless otherwise provided herein. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that such notices shall be delivered personally or by certified U.S. mail and such request shall be honored and carried out by the other party. Article 12. Sole Agreement In the event the terms of the agreement are in conflict with the provisions of any other existing agreements between the Local Government and the State, the latest agreement shall take precedence over theother agreements in matters related to the Project. Article 13. Successors and Assigns The State and the Local Government each binds itself, its successors, executors, assigns, and administrators to the other party to this agreement and to the successors, executors, assigns, and administrators of such other party in respect to all covenants of this agreement. Article 14. Amendments • By mutual written consent of the parties, this contract may be amended prior to its expiration. Article*15. State Auditor The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the contract or indirectly through a subcontract under the contract. Acceptance of funds directly under the contract or indirectly through a subcontract under this contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Article 16. Insurance . If this agreement authorizes.the Local Government or its contractor to perform any work on State right of way, before beginning work the entity performing the work shall provide the State with a fully executed copy of the State's Form 1560 Certificate of Insurance verifying the existence of coverage in the amounts and types specified'on the Certificate of Insurance for all persons and entities working on State right of way. This coverage shall be maintained until all work on the State right of way is complete. If coverage is not maintained, all work on State right of way shall cease immediately, and the State may recover damages and all costs of completing the work. AFA-AFAVoITIP Page 4 of 7 Revised 9/2/04 CSJ: 0015-08-148 County: Williamson 1-35: Westinghouse Rd. S to • Chandler Rd . Article 17. Signatory Warranty • •The signatories to this agreement warrant that each has the authority to enter into this agreement on behalf of the party they represent. IN WITNESS WHEREOF, THE STATE AND THE LOCAL GOVERNMENT have executed duplicate counterparts to effectuate this agreement. THE STATE OF-TEXAS Executed for the Executive Director and approved for the Texas Transportation Commission 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 Date District Engineer THE LOCAL GOVERNMENT Name of the Local Government • By Date • • . Typed or Printed Name and Title • • • • AFA-AFAVomP Page 5 of 7 Revised 9/2/04 • CSJ: 0015-08-148 • • County: Williamson • 1-35: Westinghouse Rd. S to • Chandler Rd ATTACHMENT A 1. Payment Provision The City will pay for the cost of the construction of adding auxiliary lanes, deceleration/acceleration lanes and ancillary turn lanes to the northbound frontage road from Westinghouse Road south to Chandler Road and constructing a south to north turnaround structure at Chandler Road. The City's participation is 1.00% of the cost of design and construction bid items. Estimated cost of this work is $6,000,000.00. The State has estimated the project to be as.follows: Description Total Federal State Local Estimate Participation Participation Participation Cost % Cost % . Cost % Cost Construction of Frontage $6,000,000.00 0% $0.00 - 0% $0.00 100% $6,000,000.00 road improvements and turnaround structure �� y - 'P.i`> :_f•-; ``a7]r'-r3,r:�'=:77`,1-. - _— ^Sv _ '_ _";`5: - moi_- :.1,.:s..: - - _ e ..1T;q���,S • Engineering & $630,000.00 0% $0.00 100% $630,000.00 0% $0.00 Contingencies (E&C)** (Estimated @10.5% of • construction) E & C Indirect Costs - 0% $0.00 0% $0.00 0% $0.00 (Estimated @ 8.87% of construction) (No local participation requirement) . TOTAL $ss3o,000:oo� $0.00 $630,000:00 $6,000,000.00 City's Participation = $6,000,000.00 It is understood that the proposed improvements will be done by the State and the City will transmit to the State, a warrant or check made payable to the "Texas Department of Transportation" in the amount of the final engineer's estimate as calculated sixty days prior to the State advertising for bids. It is further understood that the State will include only those items for the improvements as requested and required by the City. This is a construction estimate only. Final participation amounts will be .based on actual chargesto the project. AFA- AFAVoITI P . Page 6 of 7 ' Revised 9/2/04 CSJ: 0015-08-148 County: Williamson 1-35: Westinghouse Rd. S to Chandler Rd 2: Work Responsibilities A. Environmental Requirements The Local Government shall prepare the appropriate environmental documentation and secure environmental clearance for the Project. Preparation and coordination of the environmental documentation shall be through Mike Walker, TxDOT Austin District • Environmental Coordinator, (512) 832-7168. To the extent required to complete the Project, the Local Government will be responsible for the mitigation and remediation of any environmental problems associated with the development of the Project. All costs associated with the remediation of the environmental problems will be the responsibility of the Local Government. The Local Government shall provide to the State written certification from the appropriate • regulatory agency(s)that all environmental problems have been remedied, prior to the State advertising for bids. B. Engineering Services • The Local Government shall prepare or cause to be prepared the engineering plans, specifications, and estimates (P.S. & E.) necessary for the development of the Project. The P.S. & E. shall be prepared in accordance with all applicable laws, policies and regulations, deemed necessary by the State. The engineering plans shall be developed in accordance with the Roadway Design Manual, the current edition of the Standard Specifications for Construction and Maintenance of Highways, Streets, and Bridges and the Texas Accessibility Standards. The Local Government shall submit the completed P.S. & E. to the State for review and approval, twenty weeks prior to the State's anticipated bid opening date. Should the State determine that revisions.are required to the documents, the Local Government shall make the necessary revisions, in accordance:with the required dates asoutlined in the States' current PS&E Review and Processing schedule. • • • • AFA-AFAVoITIP Page 7 of 7 Revised 9/2/04 • Exhibit B • TEXAS TRANSPORTATION COMMISSION 'WILLIAMSON County MINUTE ORDER Page1 oft AUSTIN District 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. 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. These rules are codified as Title 43,Texas Administrative Code,Chapter 6.• Title 43,Texas Administrative Code,§623 authorizes eligible entities to submit applications for financial assistance from the SIB and prescribes requirements for an application. In accordance with 43 TAC§6.32,on June 30,2005,in Minute Order 110115,the commission granted preliminary approval of an application from the Round Rock Transportation System Development Corporation to borrow up to$7 million from the SIB to finance the costs of improvements along 1-35 from Chandler Road to Westinghouse Road. The corporation has pledged Section 4B sales tax revenue to assure repayment of the financial assistance. The corporation has submitted evidence of recent ratings of Al by Moody's. The present and projected financial condition of the SIB is sufficient to cover this request. • • On October 26,2004,the board of directors of the corporation passed a resolution authorizing submission of this application to the SIB,and on the same day,the city council of Round Rock 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. 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 consistent with•the Texas Transportation Plan and is included in the Statewide Transportation Improvement Program. The proposed project and loan conform with the purpose of the SIB and will expand the availability of funding for transportation projects and reduce direct state costs. 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. TEXAS TRANSPORTATION COMMISSION WILLIAMSON County MINUTE ORDER Page 2 of 2 AUSTIN District 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(b)and§6.32(e)and,in accordance with those sections,the commission grants final approval of the application to borrow up to$7 million from the State Infrastructure Bank,to be repaid over a period of 15 years at four percent interest per annum,and authorizes and directs the executive director to enter into a financial assistance agreement with the city. • Submitted and reviewed by: Recommended by: c--=="WeeeRT • Chief Financial Officer Executive Director • UOS/ JUI.28 05 Minute Date Number Passed Exhibit C Principal and Interest Repayment Schedule . ,, ., Loan Amount $7,000,000.00 Rate 4.00% ` Term 15 Payment $629,587.70 Beginning Ending Balance Principal Interest Payment Balance Yr- 1 $7,000,000.00 $349,587.70 $280,000.00 $629,587.70 $6,650,412.30 Yr-2 $363,571.21 $266,016.49 $629,587.70 $6,286,841.09 Yr-3 $378,114.06 $251,473.64 $629,587.70 $5,908,727.03 Yr-4 $393,238.62 $236,349.08 $629,587.70 $5,515,488.41 Yr-5 $408,968.17 $220,619.54 $629,587.70 $5,106,520.24 Yr-6 $425,326.89 $204,260.81 $629,587.70 $4,681,193.35 Yr-7 $442,339.97 $187,247.73 $629,587.70 $4,238,853.38 Yr-8 . $460,033.57 • $169,554.14 $629,587.70 $3,778,819.81 Yr-9 $478,434.91 $151,152.79 $629,587.70 $3,300,384.90 Yr-10 $497,572.31 $132,015.40 $629,587.70 $2,802,812.59 Yr-11 $517,475.20 $112,112.50 '$629,587.70 $2,285,337.39 Yr-12 $538,174.21 $91,413.50 $629,587.70 $1,747,163.19 Yr-13 • $559,701.18 $69,886.53 $629,587.70 $1,187,462.01 Yr-14 $582,089.22 $47,498.48 $629,587.70 $605,372.79 Yr-15 $605,372.79 $24,214.91 $629,587.70 - $0.00 $7,000,000.00 $2,443,815.54 $9,443,815.54 JP,FIN,D:My docucments/roundrock_03.xls.sib F p f ROUND ROCK, TEXAS • PURPOSE. PASSION. PROSPERITY • August 30, 2005 • Ms. Janice Mullenix Director of Contract Services Texas Department of Transportation 125 E. 11th Street Austin, TX 78701-2483 Dear Ms. Mullenix: The City of Round Rock Transportation System Development Corporation met on August 25, 2005 and approved Resolution • No. R-05-38. This resolution authorizes the President to execute, on behalf of the Corporation, the State Infrastructure Bank Loan 'Agreement between the City of Round Rock and the Texas Department of Transportation. At your request, I am returning the three agreements for execution by the Finance Division Director of the Texas Department of Transportation. If you have any questions, please do not hesitate to contact Cindy Demers, the City's Finance Director at 218-5435. Mayor Sincerely, Nyle Maxwell • Mayor Pro-tem 4 / Alan McGraw Christine R. Martinez Council Members City Secretary Rufus Honeycutt Joe Clifford Carlos T.Salinas Scott Rhode Enclosure Gary Coe • City Manager James R.Nuse,P.E. • City Attorney Stephan L.Sheets CITY OF ROUND ROCK ADMINISTRATIVE DEPT.,221 East Main Street•Round Rock,Texas 78664 Phone:512.218.54o(•Fax:51L218.7097•www.ci.round-rock.tx.us RECD SEP 19 2005 Air Texas Department of Transportation DEWITT C.GREER STATE HIGHWAY BLDG. • 125 E.11TH STREET • AUSTIN,TEXAS 78701-2483 • (512)463-8585 September 15, 2005 Honorable Nyle Maxwell, Mayor of Round Rock 221 East Main Street Round Rock TX 78664 Re: State Infrastructure Bank Loan Agreement Dear Mayor Maxwell: 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) 936-1970. Sincerely, Janice Mullenix Director of Contract Services Office of General Counsel • JM:fd cc: Robert Stuard, P.E., AUS Dorn Smith, FIN Enclosure An Equal Opportunity Employer RECD AUG 10 2005 ArTexas Department of Transportation DEWITT C.GREER STATE HIGHWAY BLDG. • 125 E.11TH STREET • AUSTIN,TEXAS 78701-2483 • (512)463-8585 August 8, 2005 Honorable Nyle Maxwell " Mayor of Round Rock 221 East Main Street Round Rock TX 78664 Re: State Infrastructure Bank Loan Agreement Dear Mayor Maxwell: Please find enclosed three original counterparts of the State Infrastructure Bank Loan Agreement between the City,of Round Rock 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 Finance Division Director of the Texas Department of Transportation and will return a fully executed copy of the agreement to you. If you have questions, please feel free to call me at (512) 936-1970. Sincerely, gculda Janice Mullenix Director of Contract Services Office of General Counsel cc: Dorn Smith, FIN Enclosures An Equal Opportunity Employer r'