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34.Interlocal agreement SURRMA CITY COUNCIL AGENDA ITEM BRIEFING SHEET Submittal Date: Originating Department: Presented By: Agenda Item No.: 02/24/2012 Council Date: Paris Econ Development Steve Gilbert, Executive Director 34. 02/27/2012 RECOMMENDED MOTION: Resolution to authorize and approve an Interlocal Cooperative Agreement between SURRMA, the City of Paris, Texas, Paris Economic Development Corporation, Lamar County, Texas, Delta County, Texas and the City of Cooper, Texas pertaining to funding a portion of the local participation costs for the State Highway 24 widening project from Cooper to the Delta/Hunt County Line. POLICY ISSUES): BACKGROUND: For over thirty years, the City of Paris, Texas and Lamar County, Texas and other members of the Sulphur River Regional Mobility Authority (formerly the Northeast Texas Mobility Authority) have urged the Texas Legislature, Texas Department of Transportation (TXDOT) and the Texas Transportation Commission to upgrade and widen State Highway 24 from a 2-lane undivided highway to a 4-lane divided highway from Interstate 30 Exit 101 to US 271 at the Paris city limits. The only remaining stretch of State Highway 24 which has not been upgraded to a 4-lane divided highway is the 10.4 mile segment from Cooper to the Delta/Hunt county line. TXDOT has now come forward with approximately $33,000,000.00 of state and federal highway funding to complete this project, but will require local participation from SURRMA and the governmental entities that make up SURRMA to pay for right-of-way acquisition costs and utility relocation costs associated with the Project in the estimated amount of $5,377,269.00. In order to fund the majority of the local participation costs for this Project, SURRMA is taking out a 20-year low interest loan from the State Infrastructure Bank in the amount of $4,500,000.00. SURRMA is requesting the City of Paris to commit to funding one-third of this amount along with Lamar County and Paris Economic Development Corporation. BOARD/COMMISSION RECOMMENDATION: EXHIBITS: Resolution and Interlocal Agreement ACTION: BUDGET INFO: ❑ Financial Report ❑ Minute Order Expense $ 1,450,000.00 ❑ Department Report ❑ Resolution Budgeted Amt. $ -0- ❑ Presentation ® Ordinance YTD Actual $ -0- ❑ Public Hearing ❑ Other Acct. Name Acct. Number FISCAL NOTES: REVIEWED AND APPROVED BY: ❑ Administration ❑ City Clerk ❑ Community Development ❑ EMS/IT ❑ Finance ❑ Fire ❑ Municipal Court ❑ Legal ❑ Library ❑ Police ❑ Eng./Public Works ❑ Utilities 24Q Draft RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS APPROVING AN INTERLOCAL COOPERATION AGREEMENT BETWEEN SULPHUR RIVER REGIONAL MOBILITY AUTHORITY (SURRMA) DELTA COUNTY, TEXAS, LAMAR COUNTY, TEXAS, CITY OF PARIS, TEXAS, CITY OF COOPER, TEXAS, AND THE PARIS ECONOMIC DEVELOPMENT CORPORATION PERTAINING TO FUNDING PART OF THE COST OF UPGRADING AND WIDENING A 10.4 MILE SEGMENT OF STATE HIGHWAY 24 AND APPROVING A STATE INFRASTRUCTURE BANK LOAN BETWEEN THE TEXAS DEPARTMENT OF TRANSPORTATION AND SURRMA; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, expansion and improvement of the transportation infrastructure leading to Paris, Lamar County, Texas from the Interstate 30 corridor is vital to the economic development of the City of Paris, and Lamar County, as well as to the safety of the traveling public; and WHEREAS, for over 30 years, community leaders from the City of Paris, Texas, Lamar County, Texas and the North East Texas Regional Mobility Authority urged the Texas Legislature, TXDOT and the Texas Transportation Commission to upgrade and widen State Highway 24 from a 2-lane highway to a 4-lane divided highway from Interstate 30 to the Paris city limits; and WHEREAS, the only stretch of SH 24 that has not been upgraded to a 4-lane divided highway is the 10.4 mile gap from Cooper, Texas southwest to the Delta/Hunt County line; and WHEREAS, in 2001 the Texas Legislature enacted legislation to create Regional Mobility Authorities to focus transportation needs and available funding for projects on a regional basis; and WHEREAS, in 2002 the counties of Delta, Hunt, Lamar and Hopkins formed the North East Texas Regional Mobility Authority ("NETMOB") to focus on transportation needs in the four county area and to advocate these transportation projects to TXDOT and the Texas Transportation Commission; and WHEREAS, upgrading and widening SH 24 from a two-lane highway to a four-lane divided highway between Interstate 30 and the city limits of the City of Paris, Texas has been a top priority project for the North East Texas Regional Mobility Authority and the Sulphur River Regional Mobility Authority (successor entity to NETMOB); and WHEREAS, TXDOT has now pledged Thirty-Three Million Dollars ($33,000,000.00) of funding to complete the final 10.4 mile stretch of SH 24 from Cooper southwest to the Delta/Hunt County line but will require approximately Four Million Five Hundred Thousand Dollars ($4,500,000.00) of local participation for the project to pay for right-of-way acquisition and utility relocation; and - 249 WHEREAS, TXDOT has made additional funding available to SURRMA in the form of a twenty (20) year State Infrastructure Bank loan so that SURRMA can cover its local participation costs in the State Highway 24 widening project (right-of-way acquisition costs and utility relocation costs); and WHEREAS, SURRMA has requested the City of Paris, Texas, Lamar County, Texas, the Paris Economic Development Corporation, the City of Cooper, Texas and Delta County, Texas to join SURRMA in providing a portion of the funding needed for the State Highway 24 Upgrading and Widening Project; and WHEREAS, Chapter 791 of the Government Code, entitled "The Interlocal Cooperation Act," authorizes local governments, including municipalities, to contract with other governmental entities to cooperate in the performance of governmental functions common to all governmental entities; and, WHEREAS, SURRMA desires to enter into an Interlocal Cooperative Agreement with the City of Paris, Texas, Lamar County, Texas, the City of Cooper, Texas, Delta County, Texas and the Paris Economic Development Corporation to set out the terms and provisions for local participation funding of the State Highway 24 Widening Project from Cooper to the Delta/Hunt County line; and WHEREAS, the City Council of the City of Paris, Texas, has determined that it is in the best interests of the City of Paris and its citizens to enter into an Interlocal Cooperative Agreement with the above referenced parties in a forn substantially similar to the Interlocal Cooperative Agreement attached hereto and incorporated herein as Exhibit "A." NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, THAT: Section 1. The findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That the Mayor of the City of Paris, Texas, be, and he is hereby authorized and directed to execute on behalf of the City of Paris an Interlocal Cooperative Agreement with the parties referenced above in a form substantially similar to the Agreement attached hereto and incorporated herein as Exhibit "A." Section 3. This resolution shall be effective from and after the date of passage. PASSED AND APPROVED this 27th day of February, 2012. A.J. Hashmi, M.D., Mayor 250 DRAFT 2/20/2012 AN INTERLOCAL COOPERATIVE AGREEMENT AMONG DELTA COUNTY, LAMAR COUNTY, CITY OF PARIS, PARIS ECONOMIC DEVELOPMENT CORPORATION, AND THE CITY OF COOPER AND THE SULPHUR RIVER REGIONAL MOBILITY AUTHORITY RELATING TO THE ANTICIPATED TRANSFER OF CERTAIN LAWFULLY AVAILABLE FUNDS FROM THESE ENTITIES TO CASH FUND THE APPROPRIATE PORTION OF AN ESCROW/ CONSTRUCTION ACCOUNT AND/OR TO MAKE DEBT SERVICE PAYMENTS OVER TIME TO THE SULPHUR RIVER REGIONAL MOBILITY AUTHORITY FOR THE BENEFIT OF THE TEXAS DEPARTMENT OF TRANSPORTATION TO WIDEN AN APPROXIMATE 10.4 MILE SEGMENT OF TEXAS HIGHWAY 24; EXPRESSLY RECOGNIZING THAT THESE CONTRIBUTED FUNDS AND/OR ANNUAL DEBT SERVICE PAYMENTS REPRESENT THE SOLE SECURITY FOR THE REPAYMENT OF A STATE INFRASTRUCTURE BANK LOAN BETWEEN THE SULPHER RIVER REGIONAL MOBILITY AUTHORITY AND THE TEXAS DEPARTMENT OF TRANSPORTATION; ESTABLISHING THE RIGHTS, DUTIES, OBLIGATIONS, AND RESPONSIBILITIES CONCERNING THE OWNERSHIP AND OPERATION OF THESE PUBLIC IMPROVEMENTS; AND OTHER MATTERS IN CONNECTION THEREWITH This agreement (the Agreement) is made to be effective as of the day of , 2012 by and among the Commissioners Court of the County of Lamar, Texas, the Commissioners Court of the County of Delta, Texas, the City Council of the City of Paris, Texas, the City Council of the City of Cooper, Texas and the Board of Directors of the Paris Economic Development Corporation (collectively, the Participants) and the Board of Directors of the Sulphur River Regional Mobility Authority, an agency of the State of Texas (the Authority). RECITALS WHEREAS, expansion and improvement of the transportation infrastructure leading through Delta County, Hunt County, and Lamar County is vital to the safety and economic development of the citizens and businesses of the region. WHEREAS, for over 30 years, community leaders from Delta County, Texas, Hunt County, Texas, and Lamar County, Texas and the North East Texas Mobility Council had urged the Texas Legislature, the Texas Department of Transportation ("TXDOT") and the Texas Transportation Commission to upgrade and widen State Highway 24 from a 2-lane highway to a 4-lane divided highway from Interstate 30 Exit 101 to US 271 creating four lane access through the counties of Delta, Hunt, and Lamar; and WHEREAS, the only stretch of State Highway 24 that has not been upgraded to a 4-lane divided highway is the approximate 10.4 mile gap from the City of Cooper, Texas southwest to the Delta/Hunt County line; and 95422970.4 252 WHEREAS, in 2001 the Texas Legislature enacted legislation to create Regional Mobility Authorities to focus transportation needs and available funding for projects on a regional basis; and WHEREAS, in 2007 the counties of Delta, Hunt, Lamar and Hopkins formed the Authority to focus on transportation needs in the four county area and to advocate these transportation projects to TXDOT and the Texas Transportation Commission; and WHEREAS, upgrading and widening State Highway 24 from a two-lane highway to a four-lane divided highway between Interstate 30 and the municipal limits of the City of Paris, Texas (the "Project") has been a top priority project for the North East Texas Mobility Council and the Authority and WHEREAS, TXDOT has now pledged Thirty Three Million Two Hundred Seven Thousand Dollars ($33,207,000) of funding to complete the final 10.4 mile stretch of State Highway 24 from the City of Cooper southwest to the Delta/Hunt County line, but will require approximately up to Five Million Three Hundred Seventy Seven Thousand Two Hundred Sixty Nine Dollars ($5,377,269.00) of local participation for the Project to pay for right-of-way acquisition and utility relocation; of which the Authority and interlocal parties have Eight Hundred Seventy Seven Thousand Two Hundred Sixty Nine Dollars ($877,269.00) pledged or on deposit with TXDOT relating to the Project; and WHEREAS, the Sulphur River Regional Mobility Authority has requested the City of Paris, Texas, the City of Cooper, Texas, Lamar County, Texas, Delta County, Texas and the Paris Economic Development Corporation to support the Authority by entering into this Agreement evidencing the local participation match of up to the total of $5,377,269.00 for the Project; and WHEREAS, many business and industry leaders in the Authority area have contacted their local elected officials about how important the completion of the Project is to the continued growth and success of their businesses in the Authority area; and NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: SECTION 1: Duties of TXDOT. TXDOT, as a third party beneficiary of this Agreement, hereby agrees to perform the following: 1.1 TXDOT will perform its obligations in accordance with the provisions of the State Infrastructure Bank Loan Agreement, dated , 2012 (the "SIB Loan Agreement") between the Authority and TXDOT concerning the Project (as defined in the SIB Loan Agreement) and attached hereto as Exhibit A. 1.2 TXDOT will own the Project. 1.3 TXDOT will contribute up to $33,207,000.00 the required funds for the Project as set forth in the SIB Loan Agreement. The Project Financial Action Plan is attached hereto as Exhibit B. 95422970.4 -2- - 253 1.4 TXDOT will construct the Project, in consultation with the Authority, and is responsible for all aspects of the pre-construction (soft) costs (engineering services--- provide maps, plats, deeds services and ROW acquisitions services), construction, acquisition, design, upkeep, maintenance, and operation of the Project and in connection therewith as set forth in the SIB Loan Agreement, TXDOT shall comply with all applicable law relating to the construction of public works, including, without limitation, the provisions of Chapter 2253, as amended, Texas Government Code (pertaining to public works performance and payment bonds). SECTION 2: Duties of the Authority. The Authority hereby agrees to perform the following: 2.1 In consideration of the TXDOT's agreement to undertake the actions set forth in Section 1 hereof and the Participants' obligation to undertake the actions set forth in Section 3 hereof, the Authority shall comply with its obligations set forth in the SIB Loan Agreement and shall transfer, on an annual basis, lawfully available revenues to pay the debt service requirements on the SIB Loan Agreement as represented by and limited to certain Participants debt service obligations on the SIB Loan Agreement attached hereto as Exhibit C and incorporated by reference for all purposes to this Agreement and the SIB Loan Agreement. 2.2 The Authority shall comply with all of its obligations set forth in this Agreement and the SIB Loan Agreement. 2.3 Prior to the beginning of each fiscal year, the Authority shall provide annually to TXDOT and each Participant, for so long as the SIB Loan remains outstanding, a true and correct copy of the Authority's annual fiscal year budget for each fiscal year within thirty (30) days of approval of this budget by the Board of Directors of the Authority. SECTION 3: Duties of the Participants. 3.1 The Commissioners Court of Delta County, Texas ("Delta") adopted a resolution on , 2012 ("Delta Resolution") approving its rights, duties, and obligations pursuant to this Agreement and the SIB Loan Agreement. Delta has deposited an amount equal to $132,144.00 into the Project Account on a pro rata basis in the SIB Loan Agreement as its initial cash contribution for the Project. Delta has also expressly recognized in the Delta Resolution its further potential pecuniary liability should the Authority's "local match contribution" as set forth in the SIB Loan Agreement not be sufficient to pay the Authority's actual Project costs consisting of rights-of-way acquisition and utility relocation relating to the Project. Should this potential pecuniary obligation arise all of the Participants have agreed to use their good faith, best efforts to coordinate among the Participants to fund this shortfall to the Project Account on a pro rata basis to enable the Department to proceed with the timely completion of the Project. The Delta Resolution further acknowledges that the Delta County Commissioners Court with its authority releases the federal funds of the amount $745,125.00 deposited with TXDOT to the Authority designated to fund the ROW Acquisition and Utility Relocation of the Project. 3.2 The Commissioners Court of Lamar County, Texas ("Lamar") adopted a resolution on , 2012 ("Lamar Resolution") approving its rights, duties, and obligations pursuant to this Agreement and the SIB Loan Agreement. Lamar has agreed that its initial cash contribution to the Project is $1,450,000. Lamar will funds its payment obligation to the Authority and TXDOT based upon its appropriate portion of the SIB Loan amortization 95422970.4 -3 - 254: schedule that is attached to this Agreement as Exhibit C-1. Lamar has also expressly recognized in the Lamar Resolution its further potential pecuniary liability should the Authority's "local match contribution" as set forth in the SIB Loan Agreement not be sufficient to pay the Authority's actual Project costs consisting of rights-of-way acquisition and utility relocation relating to the Project. Should this potential pecuniary obligation arise all of the Participants have agreed to use their good faith, best efforts to coordinate among the Participants to fund this shortfall to the Project Account on a pro rata basis to enable the Department to proceed with the timely completion of the Project. 3.3 The City Council of the City of Paris, Texas ("Paris") adopted a resolution on , 2012 ("Paris Resolution") approving its rights, duties, and obligations pursuant to this Agreement and the SIB Loan Agreement. Paris has deposited an amount equal to $1,450,000 into the Project Account in the TXDOT Loan Agreement as its initial cash contribution for the Project. Paris will funds its payment obligation to the Authority and TXDOT based upon its appropriate portion of the SIB Loan amortization schedule that is attached to this Agreement as Exhibit C-2. Paris has also expressly recognized in the Paris Resolution its further potential pecuniary liability should the Authority's "local match contribution" as set forth in the TXDOT Loan Agreement not be sufficient to pay the Authority's actual Project costs consisting of rights-of-way acquisition and utility relocation relating to the Project. Should this potential pecuniary obligation arise all of the Participants have agreed to use their good faith, best efforts to coordinate among the Participants to fund this shortfall to the Project Account on a pro rata basis to enable the Department to proceed with the timely completion of the Project. 3.4 The Board of Directors of Paris Economic Development Corporation ("Paris EDC") adopted a resolution on , 2012 ("Paris EDC Resolution") approving its rights, duties, and obligations pursuant to this Agreement and the TXDOT Loan Agreement. Paris EDC has deposited an amount equal to $1,450,000 into the Project Account in the TXDOT Loan Agreement as its initial cash contribution for the Project. Paris EDC will funds its payment obligation to the Authority and TXDOT based upon its appropriate portion of the SIB Loan amortization schedule that is attached to this Agreement as Exhibit C-3. Paris EDC has also expressly recognized in the Paris EDC Resolution its further potential pecuniary liability should the Authority's "local match contribution" as set forth in the SIB Loan Agreement not be sufficient to pay the Authority's actual Project costs consisting of rights-of-way acquisition and utility relocation relating to the Project. Should this potential pecuniary obligation arise all of the Participants have agreed to use their good faith, best efforts to coordinate among the Participants to fund this shortfall to the Project Account on a pro rata basis to enable the Department to proceed with the timely completion of the Project. 3.5 The City Council of the City Cooper, Texas ("Cooper") adopted a resolution on , 2012 ("Cooper Resolution") approving its rights, duties, and obligations pursuant to this Agreement and the TXDOT Loan Agreement. Cooper has agreed that its initial cash contribution to the Project is $150,000.00. Cooper will funds its payment obligation to the Authority and TXDOT based upon its appropriate portion of the SIB Loan amortization schedule that is attached to this Agreement as Exhibit C-4. Cooper has also expressly recognized in the Cooper Resolution its further potential pecuniary liability should the Authority's "local match contribution" as set forth in the SIB Loan Agreement not be sufficient to pay the Authority's actual Project costs consisting of rights-of-way acquisition and utility relocation relating to the 95422970.4 -4- 255 Project. Should this potential pecuniary obligation arise all of the Participants have agreed to use their good faith, best efforts to coordinate among the Participants to fund this shortfall to the Project Account on a pro rata basis to enable the Department to proceed with the timely completion of the Project. 3.6 The Participants agree that if the right of way acquisition and utility relocation costs are less than projected, the Participants may agree to use the surplus funds to pay down the SIB loan balance. Then, the Participants' individual balances will be reduced on a pro rata basis. SECTION 4: No Cross Defaults. TXDOT, the Authority, and the Participants each expressly recognize that the Department cannot force, either legally, equitably, or administratively, a cross default upon any Participant should any Participant fail to honor its pecuniary obligation as set forth in this Agreement and/or the SIB Loan Agreement. Each Participant's initial cash contribution or amortized portion of the SIB Loan is set forth in Section 3 of this Agreement and the Participants have been advised by the Authority's engineers that this pecuniary obligation should not exceed $5,377,269.00 being the Authority's anticipated total local matching funds to fully fund the Authority's obligation with respect to the Project, consisting of rights-of-way acquisition and utility relocation. Should any Participant fail to timely honor its pecuniary obligation to the Authority and to the Department (as a third party beneficiary of this Agreement) then both the Authority and/or the Department may proceed directly against the Participant who is in default pursuant to any remedies set forth herein, in the SIB Loan Agreement, or in accordance with applicable law; however, in no event, shall any non- defaulting Participant be pecuniary liable for any defaulting Participant's pecuniary liability. TXDOT shall be responsible for all legal fees and expenses incurred by TXDOT and/or the Authority in any and all judicial or administrative proceedings against one or more Participants as provided for in Section 3.6. SECTION 5: Amendments and Modifications. This Agreement shall be binding upon the Participants and the Authority and their respective successors and legal representatives and shall inure solely to the benefit of the Participants and the Authority and their respective successors and legal representatives. Furthermore, no alteration, amendment, or modification of any provision of this Agreement shall be effective unless (1) prior written consent of such alteration, amendment, or modification shall have been obtained from the parties hereto and TXDOT, and (2) such alteration, amendment, or modification is in writing and signed by the parties hereto. The Participants and the Authority may amend this Agreement to address the construction or financing of other projects (other than the Project) upon compliance with the provisions of applicable law. SECTION 6: Default. In the event that either the Authority or the Participants should violate any of the terms of this Agreement, the other party shall promptly notify TXDOT and the other respective party of the violation. In the event this violation is not cured within thirty (30) days after the sending of such notice, the party sending the notice may at its discretion notify the other party of its intention to seek any remedies available under applicable law. Upon such notice, the delinquent party shall have thirty (30) days to cure this violation prior to final action by the other party seeking any available judicial remedy. SECTION 7: Miscellaneous; Assignment. All the situations, promises, undertaking and agreements herein contained by or on behalf of either the Authority or the Participants shall bind 95422970.4 -5 - - 256 the successors and assigns of either party, whether so expressed or not but neither the Authority nor the Participants shall have the right to assign this Agreement, or any part thereof except as hereinafter provided without the written consent of the other party and TXDOT. Either party may waive any default on the part of the opposite affecting any other provision of this Agreement; and a waiver of any one default shall not be deemed a waiver of any other or subsequent default or defaults. No delay by either party in enforcing any of its rights under this Agreement shall be deemed a waiver of such rights. SECTION 8: Approval and Consent. Unless otherwise provided herein, any approval or consent required by the provisions of this Agreement by the Participants or the Authority shall be evidenced by a written resolution adopted by the governing body of the party giving such approval or consent. Upon receipt of such written resolution duly certified by the appropriate party, the Participants or the Authority can conclusively act on the matter requiring such approval. SECTION 9: Addresses and Notice. Unless otherwise provided herein, any notice, communication, request, reply, or advice (herein severally and collectively, for convenience, called "Notice") herein provided or permitted to be given, made or accepted by any party to any other party must be in writing and may be given or be served by depositing the same in the United States mail postpaid and registered or certified and addressed to the party to be notified, with return receipt requested, or by delivering the same to an officer of such party, or by prepaid telegram when appropriate, addressed to the party to be notified. Notice deposited in the mail in the manner hereinabove described shall be conclusively deemed to be effective, unless otherwise stated herein, from and after the expiration of three days after it is so deposited. Notice given in any other manner shall be effective only if and when received by the party to be notified. For the purposes of notice, the addresses of the parties hereto shall, until changed as hereinafter provided, be as follows: A. If to the Participants, to: County of Lamar, Texas 119 North Main Street Paris, Texas 75460 Attention: County Judge County of Delta, Texas 200 West Dallas Avenue Cooper, Texas 75432 Attention: County Judge City of Paris, Texas 135 Southeast First Street Paris, Texas 75460 Attention: City Manager 95422970.4 -6- City of Cooper, Texas 91 North Side Square Cooper, Texas 75432 Attention: City Mayor Paris Economic Development Corporation 1125 Bonham Street Paris, Texas 75460 Attention: President, Board of Directors B. If to the Authority, to: Sulphur River Regional Mobility Authority 1125 Bonham Street Paris, Texas 75460 Attention: Chairman, Board of Directors C. If to TXDOT, to: Texas Department of Transportation 125 East 11 th Street Austin, Texas 78701-2483 Attention: James M. Bass, Chief Financial Officer The parties hereto shall have the right from time to time and at any time to change their respective addresses and each shall have the right to specify as its address any other address by at least ten (10) days' written notice to the other parties hereto. SECTION 10: Covenants. The Participants and the Authority covenant that they will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Agreement. The Participants and the Authority covenant that they are duly authorized under the laws of the State of Texas to execute and deliver this Agreement, that all actions on their part as provided herein and the execution and delivery of this Agreement have been duly and effectively taken according to the import thereof as provided in this Agreement. SECTION 11: Venue. Any damages for the breach of this Agreement shall be paid and be due in Travis County, Texas, which is the county in which the principal administrative offices of TXDOT is located and recognizing the importance of TXDOT's third party beneficiary status of this Agreement. It is specifically agreed among the parties to this Agreement that Lamar County, Texas, is the place of performance of this Agreement; and in the event that any legal proceeding is brought to enforce this Agreement or any provision hereof, the same shall be brought in Travis County, Texas. SECTION 12: Legal Fees. In the event it is necessary for either party to commence legal action of any kind to enforce its rights hereunder, the prevailing party in such litigation shall be entitled to collect all court costs and reasonable attorney's fees and expenses incurred in connection therewith. 95422970.4 -7- C f~ SECTION 13: Force Majeure. In the event that the performance of any of the parties of any obligations or undertakings hereunder shall be interrupted or delayed by any occurrence and not occasioned by the conduct of such party hereto, whether such occurrence be an act of God or the common enemy or the result of war, riot, civil commotion, sovereign conduct, or the act or conduct of any person or persons not party or privy hereto, then it shall be excused from such performance for such period of time as is reasonably necessary after such occurrence to remedy the effects thereof. SECTION 14: Holiday. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Agreement, is not a business day, such payment may be made or act performed or right exercised on the next succeeding business day with the same force and effect as if done on the date provided therefor herein. SECTION 15: Counterparts. This Agreement may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. SECTION 16: Entire Agreement. This Agreement contains the entire agreement between the parties pertaining to the subject matter hereof and fully supersedes all prior agreements and understandings between the parties pertaining to such subject matter. SECTION 17: Captions. The section headings appearing in this Agreement are for convenience of reference only and are not intended, to any extent and for any purpose, to limit or define the text of any section or any subsection hereof. SECTION 18: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Agreement for all purposes and are adopted as a part of the judgment and findings of the governing bodies of each of the Participants and the Board of Directors of the Authority. SECTION 19: Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Agreement are hereby repealed to the extent of such conflict, and the provisions of this Agreement shall be and remain controlling as to the matters provided herein. SECTION 20: Governing. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 21: Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Agreement and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Authority and the County hereby declare that this Agreement would have been enacted without such invalid provision. SECTION 22: Construction. Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Agreement and all the terms and 95422970.4 -8- 259 provisions hereof shall be constructed to effectuate the purposes set forth herein and to sustain the validity of this Agreement. SECTION 23: Compliance with Texas Open Meetings Act. It is officially found, determined, and declared that the meeting of each of the Participants and the Authority at which this Agreement is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Agreement, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 24: Term of Agreement. This Agreement will terminate upon the SIB Loan being paid in full or upon the defeasance of the SIB Loan and, if applicable, the refunding bonds being paid in full or upon the defeasance of any refunding bonds issued to refund the SIB Loan. SECTION 25: No Personal Liability. This Agreement is solely the governmental obligations of TXDOT, the Authority, and each of the Participants and no member of any governing body of TXDOT, the Authority, or the Participants shall be held personally liable for any pecuniary payment pursuant to the terms of this Agreement and/or the SIB Loan Agreement and no such member shall be charged personally by a Participant, the Authority, and/or TXDOT with any liability, or be held liable under any term or provision of this Agreement or the SIB Loan Agreement, or because of execution or attempted execution, or because of any breach or attempted or alleged breach, of this Agreement and/or the SIB Loan Agreement. SECTION 26: TXDOT Third Party Beneficiary. Given that the ability to repay the SIB Loan rests solely with each of the Participants, the parties hereto recognize and agree that TXDOT may proceed directly against any Participant to enforce its rights, duties, and obligations and to pursue any remedy pursuant to the SIB Loan Agreement. 95422970.4 -9- P60 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date and year first above written. COUNTY OF DELTA, TEXAS County Judge ATTEST: County Clerk and Ex-Officio Clerk of the Commissioners Court COUNTY OF LAMAR, TEXAS County Judge ATTEST: County Clerk and Ex-Officio Clerk of the Commissioners Court CITY OF PARIS, TEXAS Mayor ATTEST: City Secretary PARIS ECONOMIC DEVELOPMENT CORPORATION President, Board of Directors ATTEST: Secretary, Board of Directors 95422970.4 -10- 11", 61 CITY OF COOPER, TEXAS Mayor ATTEST: City Secretary SULPHUR RIVER REGIONAL MOBILITY AUTHORITY Chairman, Board of Directors ATTEST: Secretary, Board of Directors 95422970.4 - I I - EXHIBIT A SIB LOAN AGREEMENT 95422970.4 A-1 263 EXHIBIT B Project Financial Action Plan Highway 24 4-1-ane Widening Date: February 8, 2012 Summary of Project Costs (Estimates) Pre-Construction (Soft) Costs Engineering Services: $1,100,000. (12 months) Maps, Plats & Deeds Services 322,000. (12-14 months) ROW Land Acquisition Services 850,000. (see below) ROW Land Acquisition 3,155,000. (16-18 months) Utility Relocation 1,455,000. (concurrent with ROW acquisition +6 months) SuRRMA 50,000. Legal services SuRRMA 102,000. Engineering & Consultant SuRRMA 200,000. Administration services Subtotal $7,234,000. Reserves for SuRRMA's Risks ROW (Acreage) $ 77,914. 10% reserves ROW (Improvements) 214,620. 9% reserves Utilities Adjustments 72,734. 5% reserves Engineering Consultant 50,000. Work Authorization #5 Subtotal $ 415,269. Construction Costs TXDOT Estimate $30,935,000. Grand Total All Costs $38,584,269. Summary of Funding Sources (Estimates) TXDOT (Proposed Prop. 12) $30,935,000 TXDOT (Other Sources) 2,272,000 Total TXDOT $33,207,000 Federal Earmarks $745,125 Delta County Tobacco Settlements $132,144 Total Funds Available $34,084,269 Total Funds Needed $ 4,500,000. SIB Loan Request $4.5 M Total Funds for TX HWY 24 $38,584,269. 95422970.4 B-1 EXHIBIT C-1 LAMAR COUNTY, TEXAS AMORTIZATION SCHEDULE FOR ITS PORTION OF THE SIB LOAN Payment Dates Principal Interest Total Debt Service EXHIBIT C-2 CITY OF PARIS, TEXAS AMORTIZATION SCHEDULE FOR ITS PORTION OF THE SIB LOAN Payment Dates Principal Interest Total Debt Service EXHIBIT C-3 PARIS ECONOMIC DEVELOPMENT CORPORATION AMORTIZATION SCHEDULE FOR ITS PORTION OF THE SIB LOAN Payment Dates Principal Interest Total Debt Service EXHIBIT C-4 CITY OF COOPER, TEXAS AMORTIZATION SCHEDULE FOR ITS PORTION OF THE SIB LOAN Payment Dates Principal Interest Total Debt Service 95422970.4 C-1 r