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4B-R-07-07 - 11/8/2007 RESOLUTION NO. 07-07 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 improvements in the Hesters Crossing area, 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 $16, 000, 000 for the improvements in the Hesters Crossing area. 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 8th day of November, 2007 . ROUND ROCK T' A SPO'T' T el S .TEM DEVELOP 'N+ o iRP%'IJ` .G By: / '� NYL ;=° V WEL ., President A' LEST: ie`Mi , 'g 4 , Secretary 0:\wdox\RESOLUTI\rrtsdC\0707.WPD/rmC DATE: November 1, 2007 SUBJECT: Transportation System Development Corporation - November 8, 2007 ITEM: 7C. Consider a resolution authorization the President of the Round Rock Transportation System Developmnet Corporation to execute a State Infrastructure Bank Loan Agreement with the State of Texas for the imporvements in the Resters Crossing area. State will provide funding for actual project costs for the construction projects in the Hester's Crossing area including a collector-distributor, modifications to the eastern intersection at Dell Way, reconstruction of the existing bridge and other ancillary items in the City. The Round Rock Transportation System Development Corporation has made an application to the State Infrastructure Bank (SIB) for a loan not to exceed $16 million for the improvements in the Hester's Crossing area. Loan terms: 4.2% 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 1/2 % sales tax dedicated to transportation improvements. TXDOT gave final approval of the loan transaction at its regular meeting on May 24, 2007. Source of funds: 1/2 % sales tax dedicated to transportation improvements. S2007-006-04 (FIN) Round Rock Transportation System Development Corporation, Austin District CSJ# 0015-09-150 THE STATE OF TEXAS § COUNTY OF TRAVIS § ©co [f STATE INFRASTRUCTURE BANK (SIB) LOAN AGREEMENT 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 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 herein 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 (TxDOT); 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 Round Rock Transportation System Development Corporation has submitted an application to borrow Sixteen Million dollars ($16,000,000.00) from the SIB to pay for construction projects in the Hester's Crossing area; and WHEREAS, the planned project includes a collector-distributor, modifications to the eastern intersection at Dell Way, reconstruction of the existing bridge and other ancillary. items in the city of Round Rock, Texas (the "Project"). The planned construction will improve access to some of the City's largest commercial employers and major retail developments, while reducing congestion and improving traffic flow through Hester's Crossing intersections with the frontage roads and Business I-35/South Mays Street; and Page 1 of 9 - S2007-006-04 (FIN) Round Rock Transportation System Development Corporation, Austin.District CSJ# 0015-09-150 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 o143 TAC, was conducted as part of the department's environmental assessment of the project resulting in a State Categorical Exclusion (SCE) for the entire project limits; 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 Round Rock Transportation System Development Corporation Board of., - Directors, passed a Resolution dated the 22nd day of February, 2007, attached hereto and made a part of this financial assistance agreement as Exhibit A. The Board of Directors Resolution authorizes the Round Rock Transportation System Development Corporation to enter into a financial assistance agreement with the State for a loan in the amount of Sixteen Million dollars ($16,000,000.00) to finance the cost of construction projects in the Hester's Crossing area including a collector-distributor, modifications to the eastern intersection at Dell Wav, reconstruction of the existing bridge and other ancillary items in the city of Round Rock, Texas; and WHEREAS, the Texas Transportation Commission, in Minute Order No. 110941 dated May 24, 2007, 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 Sixteen Million dollars ($16,000,000.00) from the SIB, which was approved by the Corporation's Board of Directors, and authorized the Executive Director of the Texas Department of Transportation to enter into a financial assistance agreement with the Round Rock Transportation System Development Corporation for the proposed construction projects in the Hester's Crossing area; and NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, to be kept and performed by all parties as hereinafter set forth, the State and the Round Rock Transportation System Development Corporation do hereby mutually agree as follows: AGREEMENT Article 1. Definitions When used herein, thefollowing words and phrases shall have the meanings set forth below: "Annual Expenditure Report" shall mean a report listing actual expenditures of SIB loan proceeds including the date of payment of the expenditure, the vendor name, a short • description of services or products delivered, and the amount of the expenditure. The report shall also contain the beginning and ending balance of loan proceeds in the SIB loan Project Account. This report shall be submitted annually on the Payment Date until all loan proceeds have been spent and reported. Page 2 of 9 t ' - S2007-006-04 (FIN) Round Rock Transportation System Development Corporation, Austin District CSJ# 0015-09-150 "Parity Obligations" means the Round Rock Transportation System Development Corporation Senior Lien Sales Tax Revenue Bonds, Series 2001, Round Rock Transportation System Development Corporation Senior Lien Sales Tax Revenue Refunding Bonds, Series 2006, and•any other bonds, notes, warrants, certificate of obligation or other debt obligations which the Corporation reserves the right to issue or enter into, as the case may be, in the future which obligations are equally and ratably secured by a first lien on and pledge of the Pledged Revenues. "Pledged Revenues" shall mean the Sales Tax plus'any interest earnings thereon less any amounts due or owing to the Comptroller of Public Accounts of the State of Texas as charges for collection or retention by the Comptroller for refunds and to redeem dishonored checks and drafts, to the extent such charges and retention are authorized or required by law. "Sales Tax" shall mean the one-half of one percent sales and use tax levied by the Corporation within the boundaries of the Corporation as they now or hereafter exist, together with any increases in the aforesaidrate 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 of 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 thepayment of any.Parity Obligations and the obligation under this Agreement. Article 2. Financial Assistance A. The State will lend the Round Rock Transportation System Development Corporation the amount of Sixteen Million dollars ($16,000,000.00) to finance the actual cost of the Project, 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 Sixteen Million dollars ($16,000,000.00) 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. The depository bank shall not commingle funds in the Project Account with any other funds held by the bank. 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 and fund segregation 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 claims to Page3of9 . S2007-006-04 (FIN) Round Rock Transportation System Development Corporation, Austin District CSJ# 0015-09-150. 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. The Corporation hereby covenants and agrees that the loan will be secured by the Pledged Revenues to guarantee repayment of the financial assistance to the SIB, and that the State has a contractual right to and pledge of such revenue to guarantee repayment. The financial assistance is to be repaid over a period of 15 years at 4.2% interest per annum. Interest on the original amount of the loan shall accrue from the Deposit Date at the rate of 4.2% simple interest per annum, and, if not paid, shall compound at the rate of 4.2% 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 "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 Round Rock Transportation System Development Corporation to pay costs related to the Project funding costs as described in this Agreement. All work performed in connection with the Project 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 Round Rock Transportation System Development 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 Sixteen Million dollars ($16,000,000.00) over a fifteen (15) year repayment period, and is subject to revision ' pursuant to the terms and conditions of this Agreement. The Round Rock Transportation System Development Corporation shall make payments in accordance with the principal and interest repayment schedule attached herein as Exhibit C. ' Page 4 of 9 S2007-006-04 (FIN) Round Rock Transportation System Development Corporation, Austin District CSJ# 0015=09-150 E. The Round Rock Transportation System Development Corporation shall establish in its depository bank a SIB Loan Debt Service Account. Pledged Revenue of the Corporation as described in Article 2, 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 anyportion of the Outstanding Balance of the loan shall not. entitle the Corporation toany subsequent advances from the State, nor shall the State have any obligation to advance to or for the benefit of the Corporation any amount in excess of the loan proceeds. All costs in excess of the loan amount shall be the responsibility of the Corporation. G. There shall be no penalty imposed by the State upon the Corporation for any 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 Round Rock Transportation System, Development Corporation for actual project costs including engineering, utility adjustments, construction and right of way acquisition for the construction projects in the Hester's Crossing area includinq.a collector-distributor, modificationsto the eastern intersection at Dell Wav, reconstruction of the existing bridge and other ancillary items in the city of Round Rock, Texas. 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 Round Rock Transportation System Development Corporation. Page 5 of 9 S2007-006-04 (FIN) Round Rock Transportation System Development Corporation, Austin District CSJ# 0015-09-150 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 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 A. 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. B. Commencing with the Initial Payment Date and annually on each succeeding Payment Date, the Corporation shall provide to the State (one copy to the TxDOT District Office and one copy to the TxDOT Finance Division) an accounting of the SIB loan proceeds expended ("Annual Expenditure Report"). The Corporation will provide the Annual Expenditure Report on each Payment Date until all loan proceeds have been expended. C. 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. D. The state auditor may conduct an auditor 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., An entity that is the subject of an audit or investigation must provide the,state auditor with access to any information the state auditor considers relevant to the investigation or audit. Article 6. Project Termination Should the project described in this Agreement be terminated for any reason, the Round Rock Transportation System Development Corporation shall return any unexpended portion of the loan amount to the State, which shall recalculate the principal and interest repaymentschedule attached herein as Exhibit C. The Round Rock Transportation System Development Corporation is responsible for repaying expended amounts and the interest thereon as if the project had been completed. Page 6 of 9 . _ - S2007-006-04 (FIN) Round Rock Transportation System Development Corporation, Austin District CSJ# 0015-09-150 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. The Round Rock Transportation System Development 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 Round Rock Transportation System Development 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 Round Rock - Transportation System Development 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 Round Rock Transportation System Development 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 Round Rock Transportation System.Development 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 anddelivery 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, Page 7 of 9 ' S2007-006-04 (FIN) Round Rock Transportation System Development Corporation, Austin District CSJ# 0015-09-150. 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 Round Rock Transportation System Attn: Chief Financial Officer Development Corporation 125 East 11th Street Office of the President Austin TX 78701-2483 221 East Main Street 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 andagent between the State and the Round Rock Transportation System Development 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 Page8of9 • S2007-006-04 (FIN) Round Rock Transportation System Development Corporation, Austin District CSJ# 0015-09-150 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 Round Rock Transportation System Development Corporation, as applicable, is fully authorized to bind that entity to the terms of this Agreement. IN WITNESS WHEREOF, the State and the Round Rock Transportation System Development Corporation have executed triplicate counterparts of this agreement. • ROUND ROCK TRANSPO ION SYSTEM DEVELOPMENT CORPORATION By: Date: II .e•O1 axwell President Round Rock Transportation System Development Corporation ATTEST: By: . . 0.7k4 4 Date: 11 • b• 6+ (Susan Moss) (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: Date: James M. Bass Chief Financial Officer Texas Department of Transportation Page 9 of 9 :EXHI` 1 T RESOLUTION NO. R-07-01 • 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 $16, 000, 000, Now Therefore BE IT. RESOLVED BY THE BOARD OF DIRECTORS OF THE ROUND ROCK - TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION, THAT The Board hereby authorizes the President to execute appropriate . 'documents to make a request for financial assistance to the State Infrastructure Bank in an amount not to exceed $16, 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. -O:\vdox\RESOLVrI\rrtsdc\0701.NPD/zinc RESOLVED this 22nd day of February, 2007. ROUND ROCK • • SPOR ATI.N SYSTEM DEVELOP :/-1,4y,*,, • By: � . ate`r• i" , President ATTEST: 4, Oa , Iv' Secretary SV . • 2 • { • EXHIBIT TEXAS TRANSPORTATION COMMISSION WILLIAMSON County MINUTE ORDER Page 1 of 1 AUSTIN District On April 26,2007,by Minute Order Number 110915,the Texas Transportation Commission (commission)granted preliminary approval of an application for financial assistance from the Round Rock Transportation System Development Corporation to borrow$16 million from the State Infrastructure Bank(SIB)to pay for construction projects in the Hester's Crossing area including a collector-distributor,modifications to the eastern intersection at Dell Way,reconstruction of the existing bridge and other ancillary items in the city of Round Rock(project). Pursuant to the commission's preliminary approval,the executive director implemented and completed negotiations and other actions authorized and required by commission rules. The executive director affirms that the necessary social,economic,and environmental impact study has been completed,and that the Texas Department of Transportation(department)has approved that study. The executive director recommends that the commission grant final approval of the SIB application for financial assistance. The commission determines that providing financial assistance will protect the public safety and prudently provide for the protection of public funds,while furthering the purposes of the SIB; and that the project will provide for all reasonable and feasible measures to avoid,minimize,or mitigate for adverse environmental impacts. IT IS THEREFORE ORDERED that the financial assistance application submitted by the Round Rock Transportation System Development Corporation to borrow$16 million from the State Infrastructure Bank is granted final approval. The executive director is directed and authorized to enter into the financial assistance agreement as negotiated with the Round Rock Transportation System Development Corporation.The loan will be repaid over a period of no more than 15 years at 4.2 percent interest per annum. • Submitted and reviewed by: Recommended by: . Chief Financial Officer Executive Director 1109411' Y2407 Minute Date Number Passed e EXHISITC 10/22/2007 Loan Details Actual and (Calculated for Forecast purposes) • Loan Number: S2007-006-04 District: TX Action: FINAL Loan Amount: $16,000,000.00 Borrower: Round Rock TSDC Draw Date: 11/01/2007 Payment Due: 11/01/2008 Application Received: 03/12/2007 CSJ#: 0015-09-150 Project Cost: $29,281,730.00 Payment Amount: $1,459,254.92 Agenda: 05/29/2007 Terms: 15 Bond Rate: Al,A+,AA- Maturity Date: 11/01/2022 Improvement Types: Road Construction Interest Rates: 4.20% Comments: Due Date 01 d Balance APR Payment Principal Interest New Balance Type 1 11/01/2008 $16,000,000.00 4.20% $1,459,254.92 $787,254.92 $672,000.00 $15,212,745.08 Calculated 2 11/01/2009 $15,212,745.08 4.20% $1,459,254.92 $820,319.63 $638,935.29 $14,392,425.45 Calculated 3 11/01/2010 $14,392,425.45 4.20% $1,459,254.92 $854,773.05 $604,481.87 $13,537,652.40 Calculated . 4 11/01/2011 $13,537,652.40 4.20% $1,459,254.92 $890,673.52 $568,581.40 $12,646,978.88 Calculated 5 11/01/2012 $12,646,978.88 4.20% $1,459,254.92 $928,081.81 $531,173.11 - $11,718,897.07 Calculated 6 11/01/2013 $11,718,897.07 4.20% $1,459,254.92 $967,061.24 $492,193.68 $10,751,835.83 Calculated 7 I1/01/2014 $10,751,835.83 4.20% $1,459,254.92 $1,007,677.82 $451,577.10 $9,744,158.01 Calculated 8 11/01/2015 $9,744,158.01 4.20% $1,459,254.92 $1,050,000.28 $409,254.64 $8,694,157.73 Calculated 9 11/01/2016 $8,694,157.73 4.20% $1,459,254.92 $1,094,100.30 $365,154.62 $7,600,057.43 Calculated 10 11/01/2017 $7,600,057.43 4.20% $1,459,254.92 $1,140,052.51 $319,202.41 $6,460,004.92 Calculated 11 11/01/2018 $6,460,004.92 4.20% $1,459,254.92 ' $1,187,934.71 $271,320.21 $5,272,070.21 Calculated 12 11/01/2019 $5,272,070.21 4.20% $1,459,254.92 $1,237,827.97 $221,426.95 $4,034,242.24 . Calculated • 13 11/01/2020 $4,034,242.24 4.20% $1,459,254.92 $1,289,816.75 $169,438.17 $2,744,425.49 Calculated 14 11/01/2021 $2,744,425.49 4.20% $1,459,254.92 . $1,343,989.05, $115,265.87 $1,400,436.44 Calculated 15 11/01/2022 $1,400,436.44 4.20% $1,459,254.77 $1,400,436.44 $58,818.33 $0.00 Calculated Totals: $21,888,823.65 $16,000,000.00 $5,888,823.65