2012-028 ORD RELATING TO CITY'S PAYMENT OBLIGATIONS TO SULPHUR RIVER REGIONAL MOBILITY AUTHORITYORDINANCE NO. 2012-028
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF PARIS,
TEXAS RELATING TO THE CITY'S PAYMENT OBLIGATIONS TO
THE SULPHUR RIVER REGIONAL MOBILITY AUTHORITY
PURSUANT TO TWO STATE INFRASTRUCTURE BANK LOAN
AGREEMENTS AND AN INTERLOCAL COOPERATIVE AGREEMENT
RELATING TO THE STATE HIGHWAY 24 PROJECT; LEVYING AN
ANNUAL AD VALOREM TAX, WITHIN THE LIMITATIONS
PRESCRIBED BY LAW, FOR THE PAYMENT OF THESE PECLINIARY
OBLIGATIONS; APPROVING THE SUBSTANTIALLY FINAL
VERSIONS OF EACH OF THE STATE INFRASTRUCTURE BANK
LOAN AGREEMENTS BETWEEN THE AUTHORITY AND THE TEXAS
DEPARTMENT OF TRANSPORTATION AND THE INTERLOCAL
COOPERATIVE AGREEMENT BETWEEN THE AUTHORITY AND
THE PARTICIPANTS; AND OTHER MATTERS RELATING THERETO
WHEREAS, for over 30 years, community leaders from the City of Cooper, CiTy of Paris,
Lamar County, Delta County, the Paris Economic Development Corporation, and the North East
Texas Mobility Council have urged the Texas Legislature, Texas Department of Transportation
(the "Department"), 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 expansion and improvement of the transportation infrastructure leading
to the City of Paris, Lamar County, Texas from the Interstate 30 corridor is vital to the economic
development of the City of Paris, City of Cooper, Lamar County, Delta County, and the Paris
Economic Development Corporation as well as to the safety of the traveling public; 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 FM 64 southwest to FM 904 in Delta
County, Texas (the "Project"); and
WHEREAS,
Mobility Authorities
regional basis; and
in 2001 the Texas Legislature enacted legislation to create Regional
to focus transportation needs and available funding for projects on a
WHEREAS, in 2007 the counties of Delta, Hunt, Lamar and Hopkins formed the Sulphur
River Regional Mobility Authority (the "Authority") to focus on transportation needs in the four
county area and to advocate these transportation projects to the Department 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,
95604560.7
Texas has been a top priority project for the North East Texas Mobility Council and the
Authority; and
WHEREAS, pursuant to Minute Order No. 113074, the Department will undertake and
complete a highway improvement generally described as the widening of State Highway 24 from
FM 64 southwest to FM 904 in Delta County, Texas (the "Project"); and
WHEREAS, the Project, from the Autharity's perspective, will require $745,125 in
federal participation, a cash contribution from Delta County of $132,144, and an estimated
$3,732,731 of local participation to pay for rights-of-way acquisition and utility relocation; and
WHEREAS, the Autharity expects to incur additional costs in the amount of $695,308
relating to the Project; and
WHEREAS, the Authority has a commitment for a cash contribution from the Board of
Directors of the Paris Economic Development Corporation of $1,426,813 and a contribution
from the Commissioners Court of Delta County of $877,269 that will be contributed as a cash
contribution in the amount of $132,144 and a federal participation earmark of $745,125 for the
costs relating to the Project; and
WHEREAS, the 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 (collectively, the "Participants") to support the Authority by entering into separate
resolutions, ordinances, or orders evidencing the local participation of up to the total of
$5,305,308 being the SIB Loans (hereinafter defined) of $3,001,226 in the aggregate, the Paris
Economic Development Corporation cash contribution of $1,426,813, the federal participation of
$745,125, and a Delta County cash contribution of $132,144 for the Project; and
WHEREAS, the Authority has also requested the City of Paris, Texas ($1,426,813),
Lamar County, Texas ($1,426,813), and the City of Cooper, Texas ($147,600) to provide their
share of the local participation for the Project; and
WHEREAS, many business and industry leaders in the City of Paris, City of Cooper,
Lamar County, Delta County, and the Paris Economic Development Corporation areas 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 City of Paris, City of Cooper, Lamar
County, and Delta County, and within jurisdiction of the Paris Economic Development
Corporation; and
WHEREAS, the City Council (the "City Council") of the City of Paris, Texas (the
"City") has recognized and approved its payment obligations as established in the Interlocal
Cooperative Agreement (the "Interlocal Cooperative Agreement"), to be effective as of
October 10, 2012, among the Participants and the Authority; and
WHEREAS, the City Council of the City acknowledges that its payment to the Authority
of the City's payment obligations set forth in the Interlocal Cooperative Agreement (the "City
Obligations") will be used by the Authority to pay Authority obligations set forth in the State
Infrastructure Bank Loan Agreements (the "SIB Loans"); and
95604560.7 -2-
WHEREAS, the City Council of the City has determined that the Project is of vital
importance to the growth and retention of business and industry in the City of Paris, Texas,
Lamar County, Texas and to the growth and retention of primary jobs at these local businesses
and industry in the City of Paris, Texas, Lamar County, Texas; and
WHEREAS, the City Council has been advised by legal counsel that the SIB Loans and
the Interlocal Cooperative Agreement need not be submitted for approval to the Texas Attorney
General's Public Finance Division office because no "public security" as defined in Chapter
1201, as amended, Texas Government Code, is being issued by the City or the Authority;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF PARIS, TEXAS THAT:
SECTION 1: Authorization of SIB Loans and Interlocal Cooperative A�reement -
Purpose. The City recognizes its payment obligations to the Authority as set forth in the
Interlocal Cooperative Agreement (the "City Obligations"), and acknowledges and approves the
use of funds submitted to the Authority to pay the City Obligations will be used by the Authority
to pay Authority obligations set forth in the SIB Loans. The City is obligated to repay the
principal amount of ONE MILLION FOUR HUNDRED TWENTY SIX THOUSAND EIGHT
HiJNDRED THIRTEEN AND NO/100 DOLLARS ($1,426,813) for the purpose of providing
funds (i) to pay the City's share of the rights-of-way acquisition and utility relocation costs
relating to the Project, (ii) to recognize the City's additional potential pecuniary obligations as
set forth in the Interlocal Cooperative Agreement, and (iii) to pay certain Authority legal and
engineering professional services related to the SIB Loans as set forth in the STB Loan
Agreements, all in conformity with the laws of the State of Texas and an ordinance (the
"Ordinance") adopted by the City Council on October 8, 2012.
SECTION 2: CitY Obli at� ions. The City's payment obligations pursuant to the SIB
Loans shall become due and payable not later than March 29 in each of the years and in amounts
(the Stated Maturities) and bear interest on the unpaid principal amounts from the Closing Date,
or from the most recent Interest Payment Date (hereinafter defined) to which interest has been
paid or duly provided for, to Stated Maturity or prior prepayment, at the per annum rate, in
accordance with the following schedule:
Years of
Stated Maturitv
2013
2014
2015
2016
2017
2018
2019
2020
2021
Principal
Amounts ($)
$65,822.47
50,742.50
52,609.82
54,545.86
56,553.15
58,63431
60,792.05
63,029.20
65,348.67
95604560.7 -3-
Interest
Amounts ($)
$35,004.48
50,084.45
48,217.13
46,281.09
44,273.80
42,192.64
40,034.90
37,797.75
35,478.28
Interest
Rates %
3.68
3.68
3.68
3.68
3.68
3.68
3.68
3.68
3.68
Years of
Stated Maturity
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
Principal
Amounts ($)
67,753.50
70,246.83
72,831.92
75,512.13
78,290.98
81,172.08
84,159.22
87,25b.28
90,46731
93,796.50
97,248.22
Interest
Amounts ($)
33,073.45
30,580.12
27,995.03
25,314.82
22,535.97
19,654.87
16,667.73
13,570.67
10,359.64
7,030.45
3,578.73
Interest
Rates %
3.68
3.68
3.68
3.68
3.68
3.68
3.68
3.68
3.68
3.68
3.68
The City's payment obligations pursuant to the SIB Loans shall bear interest on the
unpaid principal amounts from the Closing Date, or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, to Stated Maturity or prior prepayment, at
the rates per annum shown in the above schedule (calculated on the basis of a 360-day year of
twelve 30-day months). Interest shall be payable on March 29 in each year, commencing
March 29, 2013 (the Interest Payment Date).
SECTION 3: Payment Obli�ation CurrencX. The City Obligations pursuant to the
Interlocal Cooperative Agreement, due and payable by reason of Stated Maturity, prepayment, or
otherwise, shall be payable in any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts.
SECTION 4: Definitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in
this Section have the meanings assigned to them in this Section, and all such terms include the
plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and
other subdivisions are to the designated Sections and other subdivisions of this Ordinance as
originally adopted; and (iii) the words "herein", "hereof', and "hereunder" and other words of
similar import refer to this Ordinance as a whole and not to any particular Section or other
subdivision.
A. The term Authorized O�cials shall mean the Mayor, City Manager, Director of
Finance, and/or the City Secretary.
B. The term Bond Fund shall mean the special Fund created and established by the
provisions of Section 5 of this Ordinance.
C. The term Ciry shall mean City of Paris, located in the County of Lamar, Texas
and, where appropriate, the City Council of the City.
�
The term Closing Date shall mean the Deposit Date, as defined in the SIB Loans.
95604560.7 -4-
E. The term Debt Service Requirements shall mean, as of any particular date of
computation, with respect to any obligations and with respect to any period, the aggregate of the
amounts to be paid or set aside by the City as of such date or in such period for the payment of
the principal of and interest on such obligations, including the City Obligations; assuming, in the
case of obligations without a fixed numerical rate, that such obligations bear interest at the
maacimum rate permitted by the terms thereof and further assuming in the case of obligations
required to be redeemed or prepaid as to principal prior to Stated Maturity.
F. The term Depository shall mean an official depository bank of the City.
G. The term Fiscal Year shall mean shall mean the twelve month financial
accounting period used by the City ending September 30 in each year, or such other twelve
consecutive month period established by the City.
H. The term Interest Payment Date shall mean the date interest is payable on the
City's payment obligations pursuant to the SIB Loans, being March 29th of each year,
commencing March 29, 2013.
I. The term Ordinance shall mean this ordinance adopted by the City Council of the
City on October 8, 2012.
J. The term Stated Maturiry shall mean the portion of the annual payments of the
City's payment obligations pursuant to the SIB Loans designated as principal and payable on
March 29 of each year, as set forth in Section 2 of this Ordinance.
SECTION 5: Bond Fund — Investments. For the purpose of paying the interest on and
to provide a sinking fund for the payment, redemption and retirement of the City Obligations,
there shall be and is hereby created a special fund to be designated "INTERLOCAL
COOPERATIVE AGREEMENT AND SINK.ING FiJND" (the Bond Funa�, which Fund shall be
kept and maintained at the Depository, and money deposited in such Fund shall be used for no
other purpose. Authorized Officials of the City are hereby authorized and directed to make
withdrawals from the Bond Fund sufficient to pay the City Obligations as the same become due
and payable and shall cause to be transferred to the Authority from money on deposit in the
Bond Fund an amount sufficient to pay the City Obligations, such transfer of funds to the
Authority to be made in such manner as will cause immediately available funds to be deposited
with the Authority on or before the business day next preceding each payment date for the City
Obligations as set forth in the Interlocal Cooperative Agreement.
Pending the transfer of funds to the Authority, money in any fund created and established
by this Ordinance, at the option of the City, may be placed in time deposits, certificates of
deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the
provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government
Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation) by
obligations of the type hereinafter described, or be invested, as authorized by any law, including
investments held in book-entry form, in securities including, but not limited to, direct obligations
of the United States of America, obligations guaranteed or insured by the United States of
America, which, in the opinion of the Attorney General of the United States, are backed by its
full faith and credit or represent its general obligations, or invested in indirect obligations of the
95604560.7 -5-
United States of America, including, but not limited to, evidences of indebtedness issued, insured
or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate
Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National
Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage
Association, Small Business Administration, or Federal Housing Association; provided that all
such deposits and investments shall be made in such a manner that the money required to be
expended from such fund will be available at the proper time or times. All interest and income
derived from deposits and investments in such Fund shall be credited to, and any losses debited
to, such fund. All such investments shall be sold promptly when necessary to prevent any
default in connection with the City Obligations.
SECTION 6: Tax Levv. To provide for the payment of the Debt Service Requirements
being (i) the interest on the City Obligations and (ii) a sinking fund for their redemption at Stated
Maturity or a sinking fund of 2% of the principal amount (whichever amount shall be the
greater), there shall be and there is hereby levied for the current year and each succeeding year
thereafter while the City Obligations or any interest thereon shall remain outstanding, a sufficient
tax, within the limitations prescribed by law, on each one hundred dollars' valuation of taxable
property in the City, adequate to pay such Debt Service Requirements, full allowance being
made for delinquencies and costs of collection; said tax shall be assessed and collected each year
and applied to the payment of the Debt Service Requirements, and the same shall not be diverted
to any other purpose. The taxes so levied and collected shall be paid into the Bond Fund and are
thereafter pledged to the payment of the City Obligations. The City Council hereby declares its
purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service
Requirements, it having been determined that the existing and available taxing authority of the
City for such purpose is adequate to permit a legally sufficient tax in consideration of all other
outstanding indebtedness and other obligations of the City and that such levy will not exceed the
applicable legal limitations.
SECTION 7: Deposits to Bond Fund. The City hereby covenants and agrees to cause to
be deposited in the Bond Fund prior to a payment date for the City Obligations, from the annual
levy of an ad valorem tax, or from other lawfully available funds, amounts sufficient to fully pay
and discharge promptly the City Obligations as the same accrues or matures or comes due by
reason of Stated Maturity.
SECTION 8: Securitv of Funds. All money on deposit in the Bond Fund for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested
as provided herein) shall be secured in the manner and to the fullest extent required by the laws
of the State of Texas for the security of public funds, and money on deposit in such Fund shall be
used only for the purposes permitted by this Ordinance.
SECTION 9: Remedies in Event of Default. In addition to all the rights and remedies
provided by the laws of the State of Texas, the City covenants and agrees particularly that in the
event the City (a) defaults in the payments to be made to the Bond Fund or (b) defaults in the
observance or performance of any other of the covenants, conditions, or obligations set forth in
this Ordinance, the Authority and the Department shall be entitled to seek a writ of mandamus
issued by a court of proper jurisdiction compelling and requiring the City Council of the City and
other officers of the City to observe and perform any covenant, condition, or obligation
prescribed in this Ordinance.
95604560.7 -6-
No delay or omission to exercise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a waiver of any such default or
acquiescence therein, and every such right and power may be exercised from time to time and as
often as may be deemed expedient. The specific remedies herein provided shall be cumulative of
all other existing remedies and the specification of such remedies shall not be deemed to be
exclusive.
SECTION 10: Notices to Authority or the Department. Wherever this Ordinance
provides for notice to the Authority or the Department of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United
States mail, first-class postage prepaid, to the address of the Authority or the Department as it
appears in the SIB Loans documentation.
SECTION 11: Taxable Obli ations. The City Obligations are not "state or local bonds"
within the meaning of section 103(a) and (c) of the Internal Revenue Code of 1986, as amended;
therefore, the interest on the City Obligations are not excludable from the gross income of the
holders thereof far federal income tax purposes.
SECTION 12: Le a�l Opinion. The Deparhnent's obligation to execute and deliver the
SIB Loans is subject to its being furnished a final opinion of Fulbright & Jaworski L.L.P., as
Special Counsel to the Authority ("Special Counsel"), approving certain legal matters.
SECTION 13: Effect of Headin�s. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 14: Ordinance a Contract — Amendments. The City acknowledges that the
covenants and obligations of the City herein contained are a material inducement to the
Authority and the Department relating to the execution and delivery of the SIB Loans. This
Ordinance shall constitute a contract with the Authority and the Department, shall be binding on
the City and its successors and assigns, and shall not be amended or repealed by the City so long
as the City Obligations remain outstanding, except as permitted in this Section. The City may
amend this Ordinance, with the prior written consent of the Authority and the Department.
SECTION 15: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City, Special Counsel,
the Authority, and the Department, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the City, Special Counsel, the
Authority, and the Department.
SECTION 16: Inconsistent Provisions. All ordinances and resolutions, or parts thereof,
which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to
the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling
as to the matters ordained herein.
SECTION 17: Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural
95604560.7 -%-
number shall be considered to include the singular, and words of the masculine, feminine or
neuter gender shall be considered to include the other genders.
SECTION 18: Governin�. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 19: Severabilitv. If any provision of this Ordinance or the application thereof
to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the
application of such provision to other persons and circumstances shall nevertheless be valid, and
the City Council hereby declares that this Ordinance would have been enacted without such
invalid provision.
SECTION 20: 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
Ordinance for all purposes and are adopted as a part of the judgment and fndings of the City
Council.
SECTION 21: Public Meetin�. It is officially found, determined, and declared that the
meeting at which this Ordinance 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
Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code.
SECTION 22: No Recourse A�ainst City Officials. No recourse shall be had for the
payment of the City Obligations or for any claim based thereon or on this Ordinance against any
official of the City.
SECTION 23: Approval of State Infrastructure Bank Loan Agreements and Interlocal
Cooperative A�reement. The City Council hereby approves (i) State Infrastructure Bank (SIB)
Loan Agreements identifed as 52012-005-01 in the principal amount of $1,426,813 and 52012-
006-02 in the principal amount of $1,574,413 (collectively, the "SIB Loan Agreements")
attached as Exhibit A hereto and (ii) the Interlocal Cooperative Agreement attached hereto as
Exhibit B relating to the Project.
SECTION 24: Further Procedures. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance. In
addition, the Mayor, City Manager, Director of Finance, or the City Secretary and Special
Counsel are hereby authorized and directed to approve any technical changes or corrections to
this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary
in order to correct any ambiguity or mistake or properly or more completely document the
transactions contemplated and approved by this Ordinance, including approving any minor or
technical change to the SIB Loan Agreements and/or the Interlocal Cooperative Agreement. In
case any officer of the City whose signature shall appear on any certificate shall cease to be such
officer before the delivery of such certificate, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
95604560.7 'g'
SECTION 25: Records and Accounts; Reportin�Requirements. (a) The City hereby
covenants and agrees that while the SIB Loans are outstanding, it will keep and maintain
complete records and accounts in accordance with generally accepted accounting principles, and
following the close of each Fiscal Year, it will cause an audit of such books and accounts to be
made by an independent firm of certified public accountants.
Such annual audit of the records and accounts of the City ("CAFR") shall be in the form
of a report and be accompanied by an opinion of the accountant to the effect that such
examination was made in accordance with generally accepted auditing standards.
(b) The City hereby covenants and agrees to provide the City's annual budget and its
CAFR to each of the other Participants, to the Authority, and to the Department within 30 days
of the budget and/or CAFR being finally approved by the City Council and the City shall also
notify the Department of any new rating (including a rating received for the first time) or any
rating change from any nationally recognized rating agency with respect to the City's debt.
(c) The Department and the Authority or any duly authorized agent or agents shall
have the right to inspect such records, accounts and data of the City during regular business
hours.
SECTION 26: Effective Date. This Ordinance shall be effective from and after the date
of passage.
[The remainder of this page intentionally left blank.J
95604560.7 -9'
PASSED, APPROVED AND ADOPTED on the 8�' day of October, 2012.
ATTEST:
CITY OF PARIS, TEXAS
�
. �
C ty Secretary
(CITY SEAL)
APPROVED AS TO FORM:
/����
�il•%�''
� •'�
95604560.7 S-1
95604560.7
EXHIBIT A
Substantially Final Form of two State Infrastructure Bank Loan Agreements
A-1
Finance SIB #S2012-005-01
SuRRMA — (Paris District)
THE STATE OF TEXAS §
COUNTY OF TRAVIS §
STATE INFRASTRUCTURE BANK (SIB)
LOAN AGREEMENT
THIS STATE INFRASTRUCTURE BANK LOAN AGREEMENT (THIS "AGREEMENT')
MADE BY and between the State of Texas, acting by and through the Texas Department
of Transportation, hereinafter called the "Department° or "State," and the Sulphur River
Regional Mobility Authority, hereinafter called the "Authority�" which is a political
subdivision of the State of Texas and which is located in Delta, Hunt, and Lamar Counties,
Texas.
WITNESSETH
WHEREAS, the Secretary of Transportation of the United States Departrnent of
Transportation is authorized by Section 350 of Public Law 104-59 (ttte "NHS Designation
Act") to enter into cooperative agreements with certain states, including Texas, to establish
a State Infrastructure Bank (°SIB") for the purpose of making loans and providing other
finanaal 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, the Texas Legislature established a SIB as an account in the state
highway fund to be administered by the Texas Transportatwn Commission (Transportation
Code, Chapter 222, Subchapter D); and
WHEREAS, the Texas Transportation Commission has adopted rules to implement
the SIB program including eligibility criteria for financial assistance (Title 43, Texas
Administrative Code (TAC), Part 1, Chapter 6); and
WHEREAS, the Authority is authorized by law to construct, maintain, and finance a
highway improvement project; and
WHEREAS, pursuant to Minute Order No. 113074 adopted on April 26, 2012, the
Department will undertake and complete a highway improvement generally described as
the widening of State Highway 24 from a two-lane to a four-lane highway, from FM 64
southwest to FM 904, all located within the boundaries of the Authority (the "Project"), but
will require $745,125 in federal participation and an estimated $3,864,875 of local
participation in the Project to pay for costs of right-of-way acquisition and utility relocation
for the Project; and
WHEREAS, the Authority has entered into a°Master Agreement Goveming Local
Transportation Project Advance Funding Agreements" and a related "Local Transportation
Project Advance Funding Agreement for A Transportation, Community, and System
Preservation Program Project On System" (collectively, the "Advance Funding
Agreement") pursuant to which the Authority has agreed to provide for or pay the
Page 1 of 12
Finance SIB #S2012-005-01
SuRRMA — (Paris District)
Department for 100�0 of the federal participation ($745,125) and local participation costs of
right-of-way acquisition and utility relocation for the Project; and
WHEREAS, Delta County, Texas; Lamar County, Texas; City of Paris, Texas; City
of Cooper, Texas; and the Paris Economic Development Corporation, Paris, Texas
(collectively, the "Participants°) have each agreed to pay a portion of the payment
obligations of the Authority incurred pursuant to the Advance Funding Agreement; and
WHEREAS, to evidence the Participants' obligations to pay to the Authority all
funds needed to meet the Authority's obligations due under the Advance Funding
Agreement and to pay other related Authority costs (all as described in Exhibit A attached
hereto), the Authority and the Participants have entered into an Interlocal Cooperative
Agreement (the "Interlocal Cooperative Agreement"), and the Department is a third party
beneficiary of the Interlocal Cooperative Agreement; and
WHEREAS, pursuant to the Interlocal Cooperative Agreement, all of the
Participants with the exception of Delta County, Texas and the Paris Economic
Development Corporation (the °SIB Loan Pa�ticipants°), have agreed to make annual
payments to the Authority in the amounts and on the dates set forth in the Inte�local
Cooperative Agreement (the °Contract Revenues"}, such Contract Revenues upon receipt
from the SIB Loan Participants must be used by the Authority to make SIB loan payments
due to the Department pursuant to the terms hereof; and
WHEREAS, in accordance with 43 TAC §6.23, the Authority submitted an
application to the State seeking to borrow an amount not to exceed Four Million Five
Hundred Thousand Dollars ($4,500,000.00) from the SIB to fund the portion of the costs of
the Project that the Authority has agreed to pay pursuant to the Advance Funding
Agreement (as further described in Exhibit A attached hereto); and
WHEREAS, the Project is on the state highway system and is consistent with the
Statewide Long Range Transportation Plan; and
WHEREAS, in accordance with 43 TAC §6.32(d}(1), a study of the social,
economic, 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 DepartmenYs environmental rules in 43 TAC Chapter 2, has been
conducted as part of the Department's environmental assessment of the Project, and a
Finding of No Significant Impact was issued by the U.S. Federal Highway Administration in
March of 2012; and
WHEREAS, in accorclance with 43 TAC §6.32(e), the Department has reviewed,
analyzed, and found the application submitted by the Authority to be in compliance with the
requirements of 43 TAC Chapter 6; and
WHEREAS, the Authority's Board of Directors adopted a resolution dated February
16, 2012 attached hereto (the "Resolution") and made a part of this Agreement as Exhibit
B, which Resolution authorizes the Authority to submit an applicabon for financial
assistance to the Department for one or more loans in the aggregate amount not to exceed
Four Million Five Hundred Thousand Dollars ($4,500,000.00) for the Project; and;
Page 2 of 12
Finance S1B #S2012-005-01
SuRRMA — (Paris District)
WHEREAS, the Texas Transportation Commission, in Minute Order No. 113089
dated April 26, 2012 granted preliminary approval, and in Minute Order No. 113119 dated
May 31, 2012 (Exhibit C), granted final approval of an application from the Authority to
borrow up to Four Million Four Hundred Twenty-Eight Thousand Thirty-Nine Dollars
($4,428,039.00) from the SIB, and authorized the Executive Director of the Department or
his designee to enter into one or more fnanaal assistance agreements with the Authority
to finance the costs of right-of-way acquisition and utility relocation for the Project; and
WHEREAS, the Authority and the Department will enter into two SIB loan
agreements (this Agreement, "SIB Loan No. 1") and an agreement with respect to SIB
Loan No. S2012-006-02 ("SIB Loan No. 2", collectively with S1B Loan No. 1, the "SIB
Loans")) to more easily and efficiently permit the prepayment of SIB Loan No. 1 by the
Authority on behalf of certain SIB Loan Partiapants;
NOW, THEREFORE, the State and the Authority agree as follows:
AGREEMENT
Article 1. Financial Assistance
A. The State will lend the Authority One Million Four Hundred Twenty-Six Thousand
Eight Hundred Thirteen Dollars ($1,426,813.00) (°SIB Loan No. 1"), the amount that
together with the proceeds of SIB Loan No. 2 and funds to be contributed (by federal
earmark, cash contribution, or othervvise} by certain Participants pursuant to the Interlocal
Cooperative Agreement, will be used to finance certain costs of execution and delivery of
the SIB Loans and the federal and local participation costs of right-0f-way acquisition and
utility relocation for the Project, all as further described in Article 2 and Exhibit A of this
Agreement.
B. On October 29, 2012 (the °Deposit Date"), the State will transfer the amount of One
Million Four Hundred Twenty-Six Thousand Eight Hundred Thirteen Dollars
($1,426,813.00) from the SIB (the "SIB Loan proceeds") to the Authority for deposit in the
Authority's depository bank (Liberty National Bank of Paris, Texas located in Paris, Texas),
into a Project Account established by the Authority with its depository bank. The Authority
shall use the SIB Loan proceeds only as described in Exhibit A, in the Source and Uses
Table under the column enti�ed "SIB Loan Proceeds", and amounts due to the Department
shall be remitted to the Department in the manner described in the Advance Funding
Agreement. The Authority shall not use the SIB Loan proceeds for any purpose other than
that described in this paragraph and in the Interlocal Cooperative 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 Authority changes its
depository bank, the Authority shaU cause the transfer of any remaining SIB Loan
proceeds or other funds into an equivalent account in the new depository bank, subject to
the same security and fund segregation requirements described in this paragraph.
C. The Authority hereby covenants and agrees to repay SIB Loan No. 1 and accrued
interest hereon pursuant to the terms of this Agreement from the Contract Revenues. The
Authority hereby covenants and agrees that the Contract Revenues may not be used or
Page 3 of 12
Finance SIB #52012-005-01
SuRRMA — (Paris District)
pledged by the Authority for any purpose other than payment of principal of and inte�est
due on the SIB Loans.
D. SIB Loan No. 1 is to be repaid over a period of twenty (20) years, with a final
maturity date of June 29, 2032, in accordance with the amortization table attached to this
Agreement as Exhibit D. Principal due on SIB Loan No. 1 shall be due on June 29. 2013,
and each June 29 thereafter including the final principal payment date as shown on Exhibit
D attached hereto (each a"Principal Payment Date"), and in the amounts (each a
"Principal PaymenY') as shown on Exhibit D attached hereto.
SIB Loan No. 1 shall bear interest from the Deposit Date, at the rate of 3.68% per annum
(the "Loan Rate°), such interest to be calculated on the basis of a 360-day year composed
of 12 30-day months (each an "Interest PaymenY'). Interest Payments will be due on June
29, 2013 and each June 29 thereafter in the years as shown on Exhibit D attached hereto
(each an "Interest Payment Date°). The Principal Payment Dates and the Interest
Payment Dates are collectively referred to as "Payment Dates." If a Payment Date is not
on a business day, the Interest Payment and/or Prinapal Payment due shall be made on
the next following business day.
E. Funds from the Project Account shall only be drawn upon by the Authority and used
as described in Article I, Paragraph B. of this Agr�eement. The Department shall perform
the work in connection with the acquisition of right-of-way and the relocation of utilities as
described in Attachment A of the °Local Transportation Project Advance Funding
Agreement for A Transportation, Community, and System Preservation Program Project
On System", and in acoordance with all applicable poliaes of the State. All draws from the
Project Account for such costs related to the Project shall be in accordance with a
requisition prepared by or approved by the Authority, and aU such requisitions and Project
costs shall be subject to the review and approval of the State.
F. The Authority shall establish at its depository bank a SIB Loan No. 1 Debt Service
Account. Interest Payments due on SIB Loan No. 1 and each Principal Payment due on
SIB Loan No. 1 shall be deposited into this account by the Authority prior to each Payment
Date when received by the Authority from the SIB Loan Participants pursuant to the terms
of the Interlocal Cooperative Agreement. On or before each Payment Date, the Authority
shall cause its depository bank to transfer from the SIB Loan No. 1 Debt Service Account
to the State, the applicable Interest Payment and/or Principal Payment as set forth in this
Agreement.
G. The repayment of all or any portion of SIB Loan No. 1 shall not enti�e the Authority
to any subsequent advances from the State, nor shall the State have any obligation to
advance to or for the benefit of the Authority any amount in excess of the SIB Loans. All
local participation in the costs of the acquisition of right-of-way and utility relocation for the
Project in excess of the federal participation ($745,125) and the estimated local
participation cost set forth in the Advance Funding Agreement as of the date hereof shall
be the responsibility of the Authority as set forth in the Advance Funding Agreement.
H. Principal due on SIB Loan No. 1 may be prepaid in whole by the Authority without
penalty on any business day that is at least 30 days after written notice af such
prepayment has been provided by the Authority to the Department.
Page 4 of 12
Finance S16 #52012-005-01
SuRRMA — (Paris District)
1. Principal due on SIB Loan No. 1 may be prepaid by the Authority without penaity, in
part, on any Payment Date, or if such Payment Date is not a business day, on the next
following business day. Any prepayment of a portion (and not the whole) of the outstanding
principal amount of SIB Loan No. 1 made pursuant to this Paragraph I must be in an
amount equal to or greater than $5,000. Any prepayment of principal made pursuant to
this Paragraph I or pursuant to Artide 3, Paragraph F or Article 6 hereof, must be made on
a Payment Date or if such Payment Date is not a business day, on the next following
business day. Upon receipt of a prepayment of a portion (and not the whole) of the
outstanding principal amount of SIB Loan No. 1 from the Authority:
(1) the State shall apply such prepayment to the outstanding Principal Payments, in
inverse order of Principal Payment Date (the prepayment will be applied to the last
Principal Payment due and then to the next immediately preceding Principal Payment, and
so on, until the prepayment amount is exhausted);
(2) Exhibit D will be revised by the State to reflect the remaining Principal Payments and
the revised Interest Payments due, whether upon prepayment or in the event that not all of
the SIB Loan proceeds are required to pay the Authority's costs of the Project; and
(3) such revised Exhibit D shall be submitted to the Authority to be attached to and
become an integral part of this Agreement.
J. Payments not received by the applicable Payment Date will bear interest at the
Loan Rate (with overdue interest as well as overdue principal bearing interest) until paid.
Such additional interest shall be calculated by the State on the basis of a 360-day year
composed of 12 30-day months. The State may prepare a revised Exhibit D(amortization
table) showing the increase in interest due resulting from late payment, termination, or
misappropriation under Article 6 hereof, default under Article 7 he�eof, or pursuant to other
teRns and conditions of this Agreement.
K. The Authority hereby oovenants and agrees that federal funds will not be used to make
payments due on SIB Loan No. 1.
Article 2. Project Description
The State, the Participants, and the Authority are collectively funding the Project. Pursuant
to the Advance Funding Agreement, the Authority is responsible for providing for or paying
to the Department 100°� of the federal partiapation (in the amount of $745,125) and local
participation of the costs of the right-of-way acquisition and utility relocation for the Project.
Pursuant to Minute Order No. 113074, the Department has included the Project in its 2013
Unified Transportation Ptan, and has authorized the use of Proposition 12 Program funds
for the Project as further described in Minute Order No. 113074.
Article 3. Project Responsibilities
A. The SIB Loan proceeds are funds derived from the federally-authorized state
infrastructure bank program. With respect to work on the Project� the Authority and the
Department are required to comply with the requirements of United State Code, Title
23, for federal-aid highways. The Authority and the Department must conduct al( right-
of-way or other land acquisitions, relocations, and utility adjustments in accordance
Page5of12
Finance SIB #S2012-005-01
SuRRMA — (Paris District)
with the United States Code, Title 42 — The Public Heafth and Welfare, Chapter 61 —
Uniform Relocation Assistance and Real Property Acquisition Policies For Federal and
Federally Assisted Programs (the "Uniform Act") and the regulations issued thereunder.
B. The Advance Funding Agreement govems the Project responsibilities of the Authority
and the Department relating to the Project.
C. All plans and specifications for the Project shall be in compliance with the current
editions of the design and construction manuals of the Department, and the Standard
Spec�cations for the Construction and Maintenance of Highways, Streets, and Bridges
(the "Standard Specifications"), as they may apply. All construetion plans shall be
signed and dated by a professional engineer licensed by the State.
D. The actions and decisions regarding the Project made by the State shall not be
contestable by the Authority; provided, however, the Authority has the rights provided
to the Authority in this Agreement.
E. The Authority shall provide the State and the Federal Highway Administration, or their
authorized representatives, with right of entry or access to all properdes or locations
necessary to perForm the wo�lc for the Project, inspect the work, or otherwise aid in the
prompt pursuit of the work. The Authority 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 Authority which are pertinent to the
acquisition of the right-of-way, relocation of utilities, or to its finanang 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.
F. In the event all right-of-way acquisition and utility relocations for the Project have been
completed and paid for, as represented by the Department to the Authority, within two
weeks of such event the Authority shall cause the Authority's depository bank to retum
any unexpended portion of SIB Loan No. 1 to the Departrnent, and the State shall
revise and replace Exhibit D to show the revised amortization schedule and the
reduced principal amount of SIB Loan No. 1 outstanding.
Article 4. Project Accounting; Filing of Reports; Refiention of Records
A. The Authority shall account for all actual costs and disbursements made to the
Department associated with the Project using generally accepted accounting principles
in the United States, as promulgated by the Govemmental Accounting Standarrls
Board, the Financial Accounting Standards Boar�d, or pursuant to applicable federal or
State laws or regulations. The Authority shaA maintain its books and records in
accordance with generally accepted accounting principles in the United States, as
promulgated by the Govemmental Accounting Standards Board, the Financial
Accounting Standards Board, or pursuant to applicable federa! or State laws or
regulations, and with all other applicable federal and State requirements. The Authority
will make its accounting records, including billing invoices and requisitions, available at
reasonable times to the State for inspection during pertormance of the wo�lc on the
Project and upon its completion.
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Finance SIB #52012-005-01
SuRRMA — (Paris District)
B. The Authority shall, at its cost, have a fuil audit of its books and records performed
annually by an independent certified public accountant selected by the Authority and
reasonably acceptable to the Department. Each audit must be conducted in
accordance with generally accepted auditing standards promulgated by the Finanaai
Accounting Standards Board, or the standards of the Office of Management and
Budget Circular A-133, Audits of States, Local Govemments and Non-profit
Organizations, as applicable, and with all other applicable federal and State
requirements. The Authority shall cause the auditor to provide a full copy of the audit
report and any other management letters or auditors comments directly to the
Department within a reasonable period of time after they have been provided to the
Authority's Board of Directors. The Authority shall retain, or cause the auditor to �etain,
all wo�lc papers and reports until the fourth anniversary of the date of the audit report,
uniess the Department notifies the Authority in writing of a later date for the end of the
retentlon period. During the retention period, the Authority shall make audit work
papers available to the Department within 30 days of the date that the Department
requests those papers.
C. At the completion of tFte Project, the State shall use generally accepted accounting
procedures to determine the actual cost of the Project. The Authority shall hold all
Project records, accounts, and supporting documentation open for State and federal
audits until Project completion, and upon Project completion, the Authority shall forvvard
to the Department, upon the request of the Department, a copy of all or a portion of the
Project files and reports.
D. The State Auditor may conduct an audit or investigation of the Authority with respect to
the funds received from the State directly under this Agreement or of the payments
received by third parties from the Authority using the SIB Loan proceeds. Acceptance
of funds direc�tly under this Agreement or indirectly through payments using SIB Loan
proceeds 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.
E. The Authority shall retain all original Project files, records, accounts, and supporting
documents until the later of the date that: (1) the Project is completed; (2) SIB Loan No.
1 has been paid in full; or (3) the retention period required by State and federal law
ends.
F. The Authority shall submit to the Department, within 30 days of the date of their
adoption, the annual operating and capital budgets adopted by the Authority each fiscal
year, and any amended or supplemental operating or capital budget, approved by the
Board of Directors of the Authority and certified as correct by the Chairman of the
Authority's Board of Directors.
G. All information, if any, submitted by the Authority to the Electronic Municipal Market
Access System (°EMMA") of the Muniapal Securities Rulemaking Board with respect to
Authority bonds and other similar obligations payable from the same revenues that the
Authority will use to pay SIB Loan No. 1 must be submitted to the Departrnent by the
Page 7 of 12
Finance SIB #S2012-005-01
SuRRMA — (Paris District)
Authority within 15 business days of any such filing with EMMA by the Authority. Such
information may be submitted to the Department by hard copy or by notification to the
Department of the Authority's posting with EMMA, together with the applicable CUSIP
number/s.
In addition, the Authority hereby agrees to forward to the Departrnent, in accorciance
witFt the timing described in the Interlocal Cooperative Agreement, any information the
Authority has received from any SiB Loan Participant that was filed with EMMA, as
described in the continuing disclosure undertaking in the Interlocal Cooperative
Agreement.
Article 5. Condidons to Loan Disbursement; Additional Documer�tation
No funds will be disbursed under this Agreement until the State has �eceived the following
documents described in this Article:
A. Two originals of each of the Authority resolutions authorizing the Inte�local Cooperative
Agreement and the SIB Loans, approving the pledge of Contract Revenues to payment
of the SIB Loans and the terms of the SIB Loans, and certifying compliance with the
State Open Meetings Act, and including the meeting date/s and board members in
attendance and voting at such meeting/s.
B. Two originals of the Inte�local Cooperative Agreement, executed by an authorized
representative of all parties thereto.
C. Two originals of the Authority resolution adopting an intemal compliance policy, such
policy to be in the form required by the Department, if approved by a resolution
separate and apart from the resolutions described in A. above, certifying compliance
with the State Open Meetings Act, and induding the meeting date and board members
in attendance and voting at such meeting.
D. Two originals of each resolutionJordinance%rder adopted by the goveming body of
each Participant (i) in support of the Project, (ii) authoriang the Interlocal Cooperative
Agreement, the pledge of revenues to payments due under the Interlocal Cooperative
Agreement, and the incurrence by the Authority of the SIB Loans, where applicable, (iii)
certifying compliance with the State Open Meetings Act, (iv) authorizing actions taken
by any subordinate entities; and (v) including the meeting date/s and members in
attendance and voting at such meeting/s.
E. Two originals of each opinion of counsel to the Authoriiy regarding the validity and
enforceability of the Authority and Participant obligations, together with a copy of each
certificate executed by any Participant on which counsel to the Authority relied in
providing an opinion.
F. Two originals of each of this Agreement and the agreement evidencing SIB Loan No. 2,
executed by authorized representatives of both the Authority and the Department.
Article 6. Project Termination; Misapplication of SIB Loan Proceeds
Should the Project described in this Agreement be terminated for any reason or any
amounts of disbursed SIB Loan proceeds not be applied to pay Project costs, the Authority
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�inance SIB #S2012-005-01
SuRRMA — (Paris District)
shall retum any unexpended portion of SIB Loan No. 1 to the State, whereupon the State
shall recalculate the SIB Loan No. 1 amount and the principal and interest repayment
schedule attached as Exhibit D. The Authority is responsibie for repaying the reduced or
changed SIB Loan No. 1 amount and the interest thereon as if the Project had been
compieted.
Article 7. Defaults
A. The Authority shall be in default if it fails to repay SIB Loan No. 1(the Principal
Payments and the Interest Payments) as set forth in Article 1 above or otherwise fails
to comply with the terms of this Agreement. The State shall not be obligated to take
further action nor resume its obligations under this Agreement until the Authority is no
longer in default. The Authority shall reimburse the State for all costs or other losses of
funds resulting from any default or failure to perform by the Authority.
B. The Authority agrees that in the event of a default under this Agreement the State may,
by all legal and equitable means, require the Authority and any appropriate official of
the Authority (acting solely in his/her official capacity) to remedy any default under, and
carry out the provisions of, this Agreement and/or the Interlocal Cooperative
Agreement, including spec�cally the use and filing of mandamus proceedings in any
court of competent jurisdiction in Travis County, Texas.
Article 8. Authority Solely Responsible
The Authority agrees that it is solely responsible for all losses, costs� expenses, penalties,
claims, and liabilities due to activities of the AutFtority and its agents, employees, officers.
or contractors pertormed under this Agreement, and which result from an error, omission,
or negligent act of the Authority or any agent, employee, official, or contractor of Authority.
Notwithstanding anything in this Agreement to the contrary, this provision shall survive any
terminafion of this Agreement.
Article 9. Termination
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 SIB Loan proceeds to the Authority, the State
shall terminate this Agreement and provide written notice thereof to the Authority;
C. If the Authority is in defautt on a Principal Payment or Interest Payment required under
this Agreement, the State may dedare this Agreement to be terminated, or may
exercise any of the rights granted the State in Artide 7 of this Agreement or in the
Interlocal Cooperative Agreement; but the payment obligations of the Authority shall
survive any such termination and shall continue in effect until discharged and satisfied;
and
D. Upon repayment in full by the Authority of SIB Loan No. 1� and compliance by the
Authority with all other requirements of tFtis Agreement, the State shall execute and
deliver to the Authority 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,
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Finance SIB #52012-005-01
SuRRMA — (Paris District)
expenses, penalties, claims, and liabitities due to the activfies of a party, or any agent,
employee, official, or contractor of a parly, which obligations shall survive such
termination.
Article 10. Notices
All notices to either party by the other party �equired unde� this Agreement will be delivered
personally or sent by U.S. Mail, postage prepaid, addressed to such party at the foliowing
respective addresses:
State:
Texas Department of Transportation
Attn: Chief Finanaal Offioer
SIB Administration
125 East 11"' Street
Austin, TX 78701-2483
Sulphur River Regional Mobility
Authority (SuRRMA)
1125 Bonham Street
Paris, Texas 75460
Chairman. Board of Directors
All notices shall be deerfled so delivered or deposited in the mail, unless otherwise
provided herein. A party may change the above address by sending written notice of the
change to the other party in the manner stated in this Article.
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 to this
Agreement must be enacted through a written amendment. No amendment to this
Agreement shall be of any effect unless in uvriting and executed by both parties.
Notwithstanding the foregoing, revisions to Exhibit D that occur as contemplated in this
Agreement must be in writing, but are not required to be executed by either party.
Article 13. Successors and Assigns
Except as provided in the next following sentence, this Agreement shall bind, and shall be
for the sole and exclusive benefit of, the respective parties. Each party is prohibited from
assigning any of the rights or obligations conferred by this Agreement to any third party
without the advance written approval of the other party. Any attempted assignment or
other transfer of the rights or obligations of this Agreement without the consent of the other
party shall be void and may be grounds for termination of this Agreement.
Article 14. Relationship of the Parties
Nothing in this Agreement shall be deemed or construed by the parties, or any third party,
as creating the relationship of principal and agent between ttte State and the Authority.
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 govemmental or judicial authority by
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reason of such party having or being deemed to have drafted, prepared, structured, or
dictated such provision.
Artfcle 16. Interlocal Cooperative Agreement; Department Third Party Beneficiary
Statua
The Department recognizes and agrees that SIB Loan No. 1 can only be repaid by the
Authority based upon the cash. payments received, or interest eamings on payments
received from certain SIB Loan Participants and the obligation of the SIB Loan Participants
to provide the Contract Revenues for the benefit of SIB Loan No. 1 as set forth in the
InteMocal Cooperative Agreement. As such, the Departrnent is recognized as a third party
beneficiary of the Interlocal Cooperative Agreement and may legally pursue any remedy
against any of the Participants and/or the Authority to enforce the DepartmenYs rights set
forth in this Agreement.
Article 17. Signatory Authorlty
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 Authority, as applicable, is fully authorized to bind that entity
to the terms of this Agreement.
(Remainder of this page intentionally left blank)
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Finance SIB #S2012-005-01
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IN WITNESS WHEREOF, the State and the Authority have executed duplicate
counterparts of this agreement.
Sulphur River Regional Mobility Authority
By:
Chairman, Board of Directors
ATTEST:
By:
Secretary, Board of Directors
THE STATE OF TEXAS
Date:
Date:
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:
Benjamin Asher
Innovative Financing/Debt Management Officer
Texas Department of Transportation
EXECUTION PAGE: S16 #2012-005-01
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Finance SIB #S2012-005-01
SuRRMA — (Paris District)
EXHIBIT A
Right of Way and Real Property purchase wiU be the responsibility of the State under t6e terms and provisions of
Paragreph 13. A of the Master Agreement Goveming Local Transportation Project Advance Funding Agreements
(Master Agreement —MAFA) entered into by the Sulphur River Regional Mobility Authority (the "Authority'� and the
Texas Department of Transportation in association with the Local Transportation Project Advance Funding Agreement
for A Trensportation, Community, and System Preservation Prograni Project On System (LPAFA Agrcement), with the
Authority to contribute one hundred percent (100%) of the local participation cost of the right of way as set out in
Paragraph 13. A. of the MAFA and Attachment C of the LPAFA Agreement, which is in addition to previously
approved federal and state funds for the Project (as defined in the Agreement).
Utility adjustment, removal. or relocation will be under the terms and provisions of Paragraph 6. of the MAFA, except
tLat the State will be responsible for handling and coordinating such utility adjustment, removal, or relocation of
utilities. The Authority is to conhibute one hundred perctnt (100'/0) of the local participation in costs of all eligible
reimbursable utility adjustments, removals, or relocations, which is in addition to previously approved federal and state
funds for the Project. An initial deposit of the estimated costs of such utility adjustments will be made by the Authority
in the same menner as set out for right of way costs, in Paragraph 13. A. of the MAFA, and the provisions of said
Paragraph 13. A. shall also apply to utility costs in regard w any additional funding required by the Authority, and
r�egarding the sudit upon completion of the Project.
Table of Sources and Uses for ROW Acquisition and Utility Relocation:
Sources:
Federal earmarit for ROW
Delta County Tobacco Settlements Proceeds
Paris EDC cash contribution
Proceeds of SIB Loan No. 1(City of Paris)
Proceeds of SIB Loan No. 2(Lamar, Cooper)
TOTAL:
Uses:
ROW land acquisition: Local
Participation
ROW land acquisition: Federal
Participation
Utllity relocation: Local Participation
Pay to SuRRN1A for legal services
Pay to SuRRMA for engineerJconsult.
Corrtingency for ROW land pur�chase•
CoMingency for ROW improvement
purnhase'
Contlngency for utility relocations'
Pay to SuRRMA for admin. Costs
TOTAL:
$745,125
132,144
7,426,813
1,426,813
1.574.413
$5•3�
SIB Loan
Proceeds
$2,409,875 $2,409,875
745,125
1,455,000
50,000
77,161
77,914
237,750
489,351
50,000
52
Delta
Tobacco
Federal Settlements Paris EDC
Earmark Proc s Cash
745,125
965,649
25.161"
77,9'14
237,750
145,500 145•500
106•983 106•983"
•30.ri••�„$ $�.22� $j� 1 �' �1 •4�
' These contingency emounts are estimates and can be allceated among any of these contingency categories based on
actuel costs of ROW acquisition and utility relocation.
""These costs may not be paid wit6 SIB Loans Proceeds (the "ineligible costs'�, but will be paid with the Delta Couaty
Tobacco Settlements Proceeds. However, these ineligible costs have been allocated among the Participants as shown in
the table below; this allocation excludes the federal earmark contributed by Delta County:
Exhibit A
Finance SIB #52012-005-01
SuRRMA — (Paris District)
Exhibit A (cont.)
Table of SIB Loan Eligible/Inelipible Costs
of Paris $1,385,465.14 $41,347.86 $1 426 813.00 31.29%
of Coo 143 331.75 4 268.25 _ 147,600.00 3.23
Paris EDC
Lamar
41,347.86 I 1,426,813.00
3.832.17 132.144.00
144.00
�oa%
Reimbursement or credit for cost underruns on all costs with the exception of ineligible costs as shown in the
°Table of Sources and Uses for ROW Acquisition and Utility Relocation" above, will be distributed to the
Participants as described in Section 2.7(aj of the Interiocal Cooperative Agreement and according to the
"Percerrtage of Costs" shown in the "Table of SIB Loan Eligible/Ineligible Costs" above.
Exhibit A 2
Finance SIB #S2012-005-01
SuRRMA — (Paris District)
EXHIBIT B
AUTHORITY'S RESOLUTION APPROVING THE LOAN APPLICATION
Exhibit B
RESOLUI'ION NO. 2012—�1
A RESOLUTiON OF THE BOARD OF DIRECTORS OF THE SULPHUR
RIVER REGIONAL MOBILITY AUTHORITY AGREEING TO ENTER INTO
A LOAN AGREEMENT WiTH THE STATE OF TEXAS — STATE
INFRASTRUC'I'[JRE BANK (SIB) TO ALIAW FOR UT[LITY RELOCATION
AND RYQIiTS-0E-WAY ACQUISITION PROJECT, IN CONNECTION WtTH
A TEXAS DEPARTMENT OF TRANSPORTATION PROJECT
WHEREAS, the Sulphur River Regional Mobility Authority (the "Authority") deeans it
proper and in the best intet+est of the Authority to apply for, and if approved, enter into a loan
agroement with the State Infrestrudure Bank (SIB) in the amourrt of not to exceod 5�4,500,000 to
be used to upgrade and widen State H'ighway 24 &nm a 2-tsne highway ta a 41ane divided
highway from [nterstafie 30 to the Paris city limits (the "Project'�; and
WHERFAS, the A�thority ra�ognius the benefit of its c�esider►ts and all who use and
depend on tbe services of State Highway 24 to be �elocatedh+ehabilitatad as wcll as maintaining
the integrity ofthe raadvvay itself by p�esanring the underground strudures; and
NOW, THEREFORE, BE 1T RESOLVED BY THE BOARD OF DIRECTORS OF THE
SULPHUR R1VER REGIONAL MOBILlTY AUTHORITY:
Section l. That the Board of Diredors believes thst ii is in tha best interest of the
resident� of the Audwrity W enter into a low inta�est loan agreement with the Stste of Tex� —
State Infrast�ucture Bank (SIB) in the emount of not to excxed 54,500,000 to be used to upgrade
and widen Stata Highway 24 frorn a 2-lane bighway to a 41ane divided highway from brterstate
30 to the PBris city limita. �
Se.etion 2. The Hoeiod of Directors hereby authorizes the Chairmsn ertd/or Secretary
to execube an applic�tion for submission to the Tr$rtsportation Siate Infi�structure Bank Progi�am
in the amowri of not t� excced 54,500,000, and all n�ary documentation regerding seme.
Section 3. A copy of the Application for Einencial Assistance is attached hereto as
F.xhibit "A" and made a part hereof for aIl purposes.
Section 4. This Resolution may be relied upon by the appropriate officials at the
Taxas Depardnent of Tre�tsportation and establishes compliana by the A�thority with the
requirements ofT�xxas law.
Scction 5. The recitals contained in the preamble hereof are hereby found to be tn�e,
and such recitals ere hereby made a part of this Resolution for all purposes and are adopted as a
part of the judgment and findings of the Board of Directors.
Sxtion 6. All ordinances, orders and reaolutions, or parts thereof, which are in
conflict or inconsistent wtth any provision of this Resolution are hereby repealod to tbe exta�nt of
such conflict, end the provisions of this Resolution shaJl be and eemain carnrolling as to the
matters resolved herein.
95S14NI.1
PASSED, APPROVED AND RESOLVED this /�cfay of 2012.
�
Chaira�an, Board of Directors
Sulphur River Regional Mobitity Anthority
ATTEST:
�'��/�1,��,� �
Saa+etar�►, Board of Directars
Sulphur River Regional Mobility Authority
9S314M3 I
-3-
Finance S1B #S2012-005-01
SuRRMA - (Paris District)
EXHIBIT C
TEXAS TRANSPORTATION COMMISSION MINUTE ORDER
Exhibit C
PdBT� �
7'SXAB TRANSPORTATION CO�KI88IOPi
Cotm� MINUTE ORDER Pa�e►1 of 2
On Apail 26� 2012. by Mi�be Oida 113089� the Twuu'Iian�portatian Co�ie�ian
(�nission) Bcaated �min�y Approvsl of on �lication far Smaacaat as�tdanue t�rom� the suiphur
River Re�icoal Mobitity �►uthority (RMA) to bocro�v an a�+o�ate not to encaed 54.5 millioo, io oa�e
or more loam. io pay the ooete of ri�t-of-way aoquiadtion and t�til{t�► n�ocation for t6e widmiag of
3twte Flig6way 24 $am Farm to M�rloet 904 to Fmm b Madoet 64 (pc�oja,!}.
1he RMA aad tha Tmca� Depat� of'Pra�poatation (d�t) hava eatped into a
Ma� A�dva�s P�mdin8 Ag�roememt (M�►PA) and Lacal Piojact Adv�atx fiiadia�B Agc�ea�t
itogethar with tlre MAFA� tha AFA), Punu�t to wl�ch the daputameM ari11 perFam tbe wori for the
P�1�. �B �-of-aay aoqu�tla� aad utility reloGdioq a�d Wa RMA will pay 100°iL6 of tha
coaa of ri�t�of-way ao� ama utifhy celocatian fa� the project.
The R1NA � to meet ib paymmt obligatiam� undar t�e AFA by barowin� fimde ia taro
loaas from tha SID and �ering i�o �n Im,erlocal Coopm�ive A�t C�ar�rla�al agr�) with
Dda Crnmt�+. I,amar CamtY. the CitY of Coopa, the City of Paris. aod the Paria &�oatoa�c
� C.�pontion (p�s). The RMA w�71 mtice paymenb due m the 3IB loeoa arith
funds ptvvidod to tha RMA pt�ran�nt to tbe iatdiooal ag�ent by �Il pardc� with tLe aa�ceptim
of Ddte Camey. Delta Cannty w�l pay for ita patbn of die ooeb of ri�ht-o�way aoqu�ioa +md
utility relac�iou fvr tha prqjoct by ao�rib�imig caeh up$ont to tLe RMA dut the RMA vvill p�vide
to the departmmt p�uauant �o t� iaioe of the AFA.
Pursuant to ttu oonmoiasiaa'� prelimineu�y ap�coval. �e aa�dve �t�ector impleo�euted �d
c�omplerttod negotiatiocs e�d othex edione �uthori�ed aod neqad�ed by cammie�taa nita�, aod atso
haeby ddacmiaa t1�t tlu s+equiraoxot .to �bmoit any iofoim�tian ac data that was not wb�ted by
t1�e RMA is weiv�cd es permitbod by c�mmi�eion rWes mther ba�we the infa�iioa a dats is nd
ndaveat or t�e dapertrnmt alroadY Poseeeeee tl�e inf�mation or data. T6e �ew�tiv�e du+ecbor �
tbat tl�a nocoeaery �oc�el, ecAnomio, an�d enviro�l � atndies hswe bem oomplated, sud tbet
the deputme� haB eppe+oved thoee ad�iee. Tl�e executive dfrea�or rncom�nmds tl�et the cro�miesion
g�ant Sael eppa+ovd of the SIB applicabion fo� �al assishnce.
The oommisdan dotaminea th� pcnviding fiOmaial a�sist�ce vv�l Protect tha publia e�'
and prudaotly provide for the prota�on of p�ubl�a �. wLi1e fiuma�ing tha p�po�a of the SID; and
that tbe p�jed w�t pa+ovi�da f�or all ra�able ead fapu'ble �ua t� avoid. �Za, oz miti�te
foz adveree �vI:oo�l i�npec�s.
Beeed on departmem�al iavierov aud anatysis of th�a ey�plu�,allon. tLe oommiaeioa meloe� the
following Sadinge: (1) the RMA hae Pledged i'ePayment of the SIB kan4 avith oontraot rsva�us w
be recaival by the RMA piawam to tba iataiocal agro� to a�u+s hloely repsymmt of the
fiaanciel euistanoe; (i � P�J� ��mt vvith tbe Statawide Tra�po�tadon Pim; i3i �
p�a� a►ill iaupe�ov�e tba e�rcie�tay of the �tate'a d�o� ay�: (4) the peojecx will axpmd
tt�e avaitab�ity of Ra�ing fa� tra�sportation proja�s or reduce atate c�eb; end (� the applic�tiari
ehvwe tbat the project ond the applicant a� 1�7cdy to have au�c�t ��renuva t� �aa rapaya�ut of
the f�aciel aee��tance.
� � . � i � . � � . : � � � , . .
! •J.��� F'�
TE7�(AS TRANSPORTA'lTON COIIQNIB$ION
MDVUTB ORDffit
Pe�e 2 of2
T!' I3 THERBFORE ORDERED by the commess�on that the applicati� far SIB fiaeociel
assistim�ce submitted by the RMA bu bo�row an a�te amamt u� to 54�428�039 from the State
infi�ure Baak ia granted 6t�a1 approvat. Tl�e executive director � his autLociud re�pre�entative
is d'n+xtad and authorized to �ter into tl�e Sneacial aseiatanoe a�reements as negotiatod with the
RMA. The loans w�71 be e�paid ova a period of ao mara than 20 yiears st 3.68 paeeat intaest par
aonum. Tbe Snel mattuity date will be hme 29, 2032.
Submitted +md na�+iav d by.
Dinctor, Fiaaooe D'
�
�, „„ .,, /
��
:ii� � ' i� i:; ,,.
Mia�oe D�a
Number Paaeed
Finance SIB #S2012-005-01
SuRRMA — (Paris District)
EXHIBIT D
AMORTIZATION SCHEDULE
Exhibit D
Lwn N�anbu:
Lwn Amou�
AnnuallnE�ro�t:
CSJ�:
A�n�:
Maturlqt D�Ea:
32012-005-01
St.s28,8t3.00
3.88 96
0136-03-044
06/3t/2012
06129/2032
D►ew Dato Drarv Amamt APR 9G
iQ/28if2pt2 i1.42B,813.00 3.68 %
Exhibit D for SuRRMA
Disttkt:
Bomow�r
PayrtNnt Dua Dato:
ProJaCt Co�t:
Yprs:
ImprowrtwM ryp�
Applleatbn R�wiw�
�w
Schedule
PAR
SuRRMA
06129/Z013
538,684.289.00
ZO
ROW
03/15/'1012
y Y� Dua D�b Sfarl Bd�na Peynwnt Dw APR % PrinclpM InEarpst End Bsl�nea
1 1 08R9r2013 57.428.813.00 5700.828.85 3.88 % 585.872.�7 535.004.48 if.3B0.980.53
2 2 08I291T014 s1.380,990.53 a100,828.95 3.88 % i50.742.50 t50,084.45 :1,310,248.03
3 3 06t291201b St,3t0.248.03 5100.828.96 3.88 % 562,809.82 Z18,217.13 i1,257,638.21
4 4 06129/2018 s1.?57,836.Z1 j1pp,826.96 3,88'K $54.545.88 �8.281.09 ;1.203.092.35
5 5 OB129/2017 i1,203.092.35 5100,828.9b 3.889i 558.553.1b 541.273.80 St.14B,5�20
8 8 OB/2BV20t8 s1.1�8.539.20 5100,828.95 3.8896 i68,834.31 s42.192.84 51.087.904.�
7 7 OQI29/2019 S1,OB7.804.� 5100.826.85 3.68% 580.792.05 540,034.90 =1.027.1t2.84
8 9 OBI2W2020 S1.Q27.112.84 5100.828.9d 3.86 96 583.029.20 537,797.75 5964.083.8�
8 8 09f2912021 598�,083.64 s100.828.95 3.68 % i65,348.87 s36.�78.28 s898.73�.97
10 10 OB/29/2022 5898.734.97 i100.828.95 3.68 9i i87.753.50 i33.073.45 5830.98t.47
11 11 OA/20J2023 i830,981.47 5100.8Z6.96 3.88 % 570�248.83 530.680.f2 STB0.734.8�
12 12 08l2912024 �,734.64 s100.826.85 3.88 96 572.831.92 s27,996.03 =887.902.72
13 f3 08129/2026 5687.902.72 5100.828.95 3.8896 S75,b12.13 525,314.82 sB12,39D.59
14 14 08129/2028 S8f2,390.68 5100.828.95 3.68 9i 578,290.98 i22.535.97 5534.OD9.Q1
15 15 08/29l2027 5534,08Q.81 S10p,826.98 3.68 % 581.172.08 519,854.87 �,927.53
16 t8 OB/29l2028 t45�.GQ7.53 s100,828.96 3.68 % 584.159.22 518.887.73 i368.788.31
17 17 08/2�/2029 5388,768.3t 5100.828.95 3.88 96 s87.258.28 S73,b70.87 i281.612.03
18 18 08I29/2030 S28t.512.03 5700.828.95 3.881L i90.187.31 s10.398.84 5791,044.72
19 19 08/2912031 5181.W14.72 5100.828.9b 3.88 % iO3.798.50 57,030.46 i97,2�8.22
20 20 061Za2032 597.218.22 i100,828.96 3.88 % s97�48.22 53.578.73 i0.00
Tohis i$Of6,5s8.00 �1,42Q.Bt3.00 f6d9.7Zd.00
Pege 1 of 1
Finance SIB #S2012-006-02
SuRRMA — (Paris District)
THE STATE OF TEXAS §
COUNTY OF TRAVIS §
STATE INFRASTRUCTURE BANK (SIB)
LOAN AGREEMENT
THIS STATE INFRASTRUCTURE BANK LOAN AGREEMENT (THIS "AGREEMENT")
MADE BY and between the State of Texas, acting by and through the Texas Department
of Transportation, hereinafter called the °DepartmenY' or "State," and the Sulphur River
Regional Mobility Authority, hereinafter called the "Authority," which is a political
subdivision of the State of Texas and which is located in Delta, Hunt, and Lamar Counties,
Texas.
WITNESSETH
WHEREAS, the Secretary of Transportation of the United States Department of
Transportation is authorized by Section 350 of Public Law 104-59 (the "NHS Designation
Act") to enter into cooperative agreements with certain states, including Texas, 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 iransportation facilities, expand the availability of funding for transportation
projects, and reduce State costs; and
WHEREAS, the Texas Legislature established a SIB as an account in the state
highway fund to be administered by the Texas Transportation Commission (Transportation
Code� Chapter 222, Subchapter D); and
WHEREAS, the Texas Transportation Commission has adopted rules to implement
the SIB program including eligibility criteria for financial assistance (Title 43, Texas
Administrative Code (TAC), Part 1, Chapter 6); and
WHEREAS, the Authority is authorized by law to construct, maintain, and finance a
highway improvement project; and
WHEREAS. pursuant to Minute Order No. 113074 adopted on April 26, 2012, the
Department will undertake and complete a highway improvement generally described as
the widening of State Highway 24 from a iwo-lane to a four-lane highway, from FM 64
southwest to FM 904, all located within the boundaries of the Authority (the "ProjecY'), but
will require $745,125 in federal participation and an estimated $3,864,875 of local
participation in the Project to pay for costs of right-of-way acquisition and utility relocation
for the Project; and
WHEREAS, the Authority has entered into a"Master Agreement Goveming Local
Transportation Project Advance Funding Agreements" and a related "Local Transportation
Project Advance Furuling Agreement for A Transportation� Community, and System
Preservation Program Project On System" (collectively, the "Advance Funding
AgreemenY') pursuant to which the Authority has agreed to provide for or pay the
Page 1 of 12
Finance SIB #S2012-006-02
SuRRMA — (Paris District)
Department for 100% of the federal participation ($745,125) and locai participation costs of
right-of-way acquisition and ufility relocation for the Project; and
WHEREAS, Delta County, Texas; Lamar County, Texas; City of Paris, Texas; City
of Cooper, Texas; and the Paris Economic Development Corporation, Paris, Texas
(collectively, the "Participants") have each agreed to pay a portion of the payment
obligations of the Authority incurred pursuant to the Advance Funding Agreement; and
WHEREAS, to evidence the Participants' obligations to pay to the Authority all
funds needed to meet the Authority's obligations due under the Advance Funding
Agreement and to pay other related Authority costs (all as described in Exhibit A attached
hereto), the Authority and the Participants have entered into an Interlocal Cooperative
Agreement (the "Interlocal Cooperative AgreemenY'), and the Department is a third party
beneficiary of the Interlocal Cooperative Agreement; and
WHEREAS, pursuant to the Interlocal Cooperative Agreement, all of the
Participants with the exception of Delta County� Texas and the Paris Economic
Development Corporation (the "SIB Loan Participants"), have agreed to make annual
payments to the Authority in the amounts and on the dates set forth in the Interlocal
Cooperative Agreement (the "Contract Revenues°), such Contract Revenues upon receipt
from the SIB Loan Participants must be used by the Authority to make SIB loan paymerrts
due to the Department pursuant to the terms hereof; and
WHEREAS, in accordance with 43 TAC §6.23, the Authority submitted an
application to the State seeking to borrow an amount not to exceed Four Million Five
Hundred Thousand Dollars ($4,500,000.00) from the SIB to fund the portion of the costs of
the Project that the Authority has agreed to pay pursuant to the Advance Funding
Agreement (as further described in Exhibit A attached hereto); and
WHEREAS, the Project is on the state highway system and is consistent with the
Statewide Long Range Transportation Plan; and
WHEREAS, in accordance with 43 TAC §6.32(d)(1), a study of the social,
economic, 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 DepartmenYs environmental rules in 43 TAC Chapter 2� has been
conducted as part of the Department's environmental assessment of the Project, and a
Finding of No Significant Impact was issued by the U.S. Federal Highway Administration in
March of 2012; and
WHEREAS, in accordance with 43 TAC §6.32(e), the Department has reviewed,
analyzed, and found the applicafion submitted by the Authority to be in compliance with the
requirements of 43 TAC Chapter 6; and
WHEREAS, the Authority's Board of Directors adopted a resolution dated February
16, 2012 attached hereto (the "Resolution°) and made a part of this Agreement as Exhibit
B, which Resolution authorizes the Authority to submit an application for financial
assistance to the Department for one or more loans in the aggregate amount not to exCeed
Four Million Five Hundred Thousand Dollars ($4,500,000.00) for the Project; and
Page 2 of 12
Finance SIB #S2012-006-02
SuRRMA — (Paris District)
WHEREAS, the Texas Transportation Commission, in Minute Order No. 113089
dated April 26, 2012 granted preliminary approval, and in Minute Order No. 113119 dated
May 31, 2012 (Exhibit C), granted final approval of an application from the Authority to
borrow up to Four Million Four Hundred Twenty-Eight Thousand Thirty-Nine Dollars
($4,428,039.00) from the SIB, and authorized the Executive Director of the Department or
his designee to enter into one or more financial assistance agreements with the Authority
to finance the costs of right-of-way acquisition and utility relocation for the Project; and
WHEREAS, the Authority and the Department will enter into iwo SIB ban
agreements (this Agreement, "SIB Loan No. 2") and an agreement with respect to SIB
Loan No. S2012-005-01 ("SIB Loan No. 1°, collectively with SIB Loan No. 2, the "SIB
Loans")) to more easily and efficiently permit the prepayment of SIB Loan No. 1 by the
Authority on behalf of certain SIB Loan Participants;
NOW, THEREFORE, the State and the Authority agree as follows:
AGREEMENT
Article 1. Financial Assistance
A. The State will lend the Authority One Million Five Hundred Seventy-Four Thousand
Four Hundred Thirteen Dollars ($1,574,413.00) (°SIB Loan No. 2"), the amount that
together with the proceeds of SIB Loan No. 1 and funds to be contributed (by federal
earmark, cash contribution, or otherwise) by certain Participants pursuant to the Inter�ocal
Cooperative Agreement, will be used to finance certain �sts of execution and delivery of
the SIB Loans and the federal and local participation costs of right-of-way acquisition and
utility relocation for the Project, all as further described in Article 2 and Exhibit A of this
Agreement.
B. On October 29, 2012 (the °Deposit Date"), the State will transfer the amount of One
Million Five Hundred Seventy-Four Thousand Four Hundred Thirteen Dollars
($1,574�413.00) from the SIB (the �SIB Loan proceeds°) to the Authority for deposit in the
Authority's depository bank (Liberty National Bank of Paris, Texas located in Paris, Texas),
into a Project Account established by the Authority with its depository bank. The Authority
shall use the SIB Loan proceeds only as described in Exhibit A, in the Source and Uses
Table under the column entitled pSIB Loan Proceeds", and amounts due to the Department
shall be remitted to the Department in the manner described in the Advance Funding
Agreement. The Authority shall not use the SIB Loan proceeds for any purpose other than
that described in this paragraph and in the Interlocal Cooperative 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 Authority changes its
depository bank, the Authority shall cause the transfer of any remaining SIB Loan
proceeds or other funds into an equivalent account in the new depository bank, subject to
the same security and fund segregation requirements described in this paragraph.
C. The Authority hereby covenants and agrees to repay SIB Loan No. 2 and accrued
interest hereon pursuant to the terms of this Agreement from the Contract Revenues. The
Authority hereby covenants and agrees that the Contract Revenues may not be used or
Page 3 of 12
Finance SIB #S2012-006-02
SuRRMA — (Paris District)
pledged by the Authority for any purpose other than payment of principal of and interest
due on the SIB Loans.
D. SIB Loan No. 2 is to be repaid over a period of twenty (20) years, with a final
maturity date of June 29, 2032, in accordance with the amortization table attached to this
Agreement as Exhibit D. Principal due on SIB Loan No. 2 shall be due on June 29, 2013,
and each June 29 thereafter including the final principal payment date as shown on Exhibit
D attached hereto (each a"Principal Paymer�t Date°), and in the amounts (each a
"Principal PaymenY') as shown on Exhibit D attached hereto.
SIB Loan No. 2 shall bear interest from the Deposit Date, at the rate of 3.68% per annum
(the "Loan Rate"), such interest to be ca�ulated on the basis of a 360-day year composed
of 12 30-day months (each an "Interest Payment"). Interest Payments will be due on June
29, 2013 and each June 29 thereafter in the years as shown on Exhibit D attached hereto
(each an "Interest Payment Date"). The Principal Payment Dates and the Interest
Payment Dates are collectively referred to as "Payment Dates." If a Payment Date is not
on a business day, the Interest Payment and/or Principal Payment due shall be made on
the next following business day.
E. Funds from the Project Account shall only be drawn upon by the Authority and used
as described in Article I, Paragraph B. of this Agreement. The Department shall perform
the work in connection with the acquisition of right-of-way and the relocation of utilities as
described in Attachment A of the "Local Transportation Project Advance Funding
Agreement for A Transportation, Community, and System Preservation Program Project
On System", and in accordance with all applicable policies of the State. All draws from the
Project Account for such costs related to the Project shall be in accordance with a
requisition prepared by or approved by the Authority, and all such requisitions and Project
costs shall be subject to the review and approval of the State.
F. The Authority shall establish at its depository bank a SIB Loan No. 2 Debt Service
Account. Interest Payments due on SIB Loan No. 2 and each Principal Payment due on
SIB Loan No. 2 shall be deposited into this account by the Authority prior to each Payment
Date when received by the Authority from the SIB Loan Participants pursuant to the terms
of the Interlocal Cooperative Agreement. On or before each Payment Date, the Authority
shall cause its depository bank to transfer from the SIB Loan No. 2 Debt Service Account
to the State, the applicable Interest Payment and/or Principal Payment as set forth in this
Agreement.
G. The repayment of all or any portion of SIB Loan No. 2 shall not entitle the Authority
to any subsequent advances from the State, nor shall the State have any obligation to
advance to or for the benefit of the Authority any amount in excess of the SIB Loans. All
local participation in the costs of the acquisibon of right-of-way and utility relocation for the
Project in excess of the federal participation ($745,125) and the estimated local
participation cost set forth in the Advance Funding Agreement as of the date hereof shall
be the responsibility of the Authority as set forth in the Advance Funding Agreement.
H. Principal due on SIB Loan No. 2 may be prepaid in whole by the Authority without
penalty on any business day that is at least 30 days after written notice of such
prepayment has been provided by the Authority to the Department.
Page 4 of 12
Finance SIB #S2012-006-02
SuRRMA — (Paris District)
I. Principal due on SIB Loan No. 2 may be prepaid by the Authority without penalty, in
part, on any Payment Date, or if such Payment Date is not a business day, on the next
following business day. Any prepayment of a portion (and not the whole) of the outstanding
principal amount of SIB Loan No. 2 made pursuant to this Paragraph I must be in an
amount equal to or greater than $5,000. Any prepayment of principal made pursuant to
this Paragraph I or pursuant to Aficle 3, Paragraph F or Article 6 hereof, must be made on
a Payment Date or 'rf such Payment Date is not a business day, on the next following
business day. Upon receipt of a prepayment of a portion (and not the whole) of the
outstanding principal amount of SIB Loan No. 2 from the Authority:
(1) the State shalt apply such prepayment to the outstanding Principal Payments, in
inverse order of Principal Payment Date (the prepayment will be applied to the last
Principal Payment due and then to the next immediately preceding Principal Payment, and
so on, until the prepaymerrt amount is exhausted);
(2) Exhibit D will be revised by the State to reflect the remaining Principal Payments and
the revised Interest Payments due, whether upon prepayment or in the event that not all of
the SIB Loan proceeds are required to pay the Authority's costs of the Project; and
(3) such revised Exhibit D shall be submitted to the Authority to be attached to and
become an integral part of this Agreement.
J. Payments not received by the applicable Payment Date will bear interest at the
Loan Rate (with overdue interest as well as overdue principal bearing interest) until paid.
Such additional interest shall be calculated by the State on the basis of a 360-day year
composed of 12 30-day months. The State may prepare a revised Exhibit D(amortization
table) showing the increase in interest due resulting from late payment, termination, or
misappropriation under Article 6 hereof, default under Article 7 hereof, or pursuant to other
terms and conditions of this Agreement.
K. The Authority hereby covenants and agrees that federal funds will not be used to make
payments due on SIB Loan No. 2.
Article 2. Project Description
The State, the Participants, and the Authority are collectively funding the Project. Pursuant
to the Advance Funding Agreement, the Authority is responsible for providing for or paying
to the Department 100°� of the federal participation (in the amount of $745,125) and local
participation of the costs of the right-of-way acquisition and utility relocation for the Project.
Pursuant to Minute Order No. 113074, the Department has included the Project in its 2013
Unified Transportation Plan, and has authorized the use of Proposition 12 Program funds
for the Project as further described in Minute Order No. 113074.
Article 3. Project Responsibitides
A. The SIB Loan proceeds are funds derived from the federally-authorized state
infrastructure bank program. With respect to work on the Project, the Authority and the
Department are required to comply with the requirements of United State Code, Title
23, for federal-aid highways. The Authority and the Department must conduct all right-
of-way or other land acquisitions, relocations, and utility adjustrnents in accordance
with the United States Code, Title 42 — The Public Health and Welfare, Chapter 61 —
Page 5 of 12
Finance SIB #S2012-006-02
SuRRMA — (Paris District)
Uniform Relocation Assistance and Real Property Acquisition Policies For Federal and
Federally Assisted Programs (the "Uniform Act"} and the regulations issued thereunder.
B. The Advance Funding Agreement govems the Project responsibilities of the Authority
and the Department relating to the Project.
C. All plans and specifications for the Project shall be in compliance with the current
editions of the design and construction manuals of the Department, 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.
D. The actions and decisions regarding the Project made by the State shall not be
contestable by the Authority; provided, however, the Authority has the rights provided
to the Authority in this Agreement.
E. The Authority 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 the work for the Project, inspect the work, or otherwise aid in the
prompt pursuit of the work. The Authority 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 Authority which are pertinent to the
acquisition of the right-of-way, relocation of utilfies, 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.
F. In the event all right-of-way acquisition and utility relocations for the Project have been
completed and paid for, as represented by the Department to the Authority, within two
weeks of such event the Authority shall cause the Authority's depository bank to retum
any unexpended portion of SIB Loan No. 2 to the Department, and the State shall
revise and replace Exhibit D to show the revised am�rtization schedule and the
reduced principal amount of SIB Loan No. 2 outstanding.
Article 4. Project Accounting; Filing of Reports; Refiention of Records
A. The Authority shall account for all actual costs and disbursements made to the
Department associated with the Project using generally accepted accounting principles
in the United States, as promulgated by the Govemmental Accounting Standards
Board, the Financial Accounting Standards Board, or pursuant to applicabte federal or
State laws or regulations. The Authority shall maintain its books and records in
accordance with generally accepted accounting principles in the United States, as
promulgated by the Govemmerrtal Accounting Standards Board, the Financial
Accounting Standards Board, or pursuant to applicable federal or State laws or
regulations, and with all other applicable federal and State requirements. The Authority
will make its accounting records, including billing invoices and requisitions, available at
reasonable times to the State for inspection during performance of the work on the
Project and upon its completion.
B. The Authority shall, at its cost, have a full audit of its books and records performed
annually by an independent certified public accountant selected by the Authority and
Page 6 of 12
Finance SIB #S2012-006-02
SuRRMA — (Paris District)
reasonably acceptable to the Department. Each audit must be conducted in
accordance with generally accepted auditing standards promulgated by the Financial
Accounting Standards Board, or the standards of the Office of Management and
Budget Circular A-133, Audits of States, Local Governments and Non-profit
Organizations, as applicable, and with all other applicable federal and State
requirements. The Authority shali cause the auditor to provide a full copy of the audit
report and any other management letters or auditor's comments directly to the
Department within a reasonable period of time after they have been provided to the
Authority's Board of Directors. The Authority shall retain, or cause the auditor to retain,
all work papers and reports until the fourth anniversary of the date of the audit report,
unless the Department notifies the Authority in writing of a later date for the end of the
retention period. During the retention period, the Authority shall make audit work
papers available to the Department within 30 days of the date that the Department
requests those papers.
C. At the completion of the Project, the State shall use generally accepted accounting
procedures to determine the actual cost of the Project. The Authority shall hold all
Project records, accounts, and supporting documentation open for State and federal
audits until Project completion, and upon Project completion, the Authority shall forvvard
to the Department, upon the request of the Department, a copy of all or a portion of the
Project files and reports.
D. The State Auditor may conduct an audit or investigation of the Authority with respect to
the funds received from the State directly under this Agreement or of the payments
received by third parties from the Authority using the SIB Loan proceeds. Acceptance
of funds directly under this Agreement or indirectly through payments using SIB Loan
proceeds 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.
E. The Authority shall retain all original Project files, records, accounts, and supporting
documents until the later of the date that: (1) the Project is completed; (2) SIB Loan No.
2 has been paid in full; or (3) the retention period required by State and federal law
ends.
F. The Authority shall submit to the Department, within 30 days of the date of their
adoption, the annual operating and capital budgets adopted by the Authority each fiscal
year, and any amended or supplemental operating or capital budget, approved by the
Board of Directors of the Authority and certified as correct by the Chairman of the
Authorit�s Board of Directors.
G. All information, if any, submitted by the Authority to the Electronic Municipal Market
Access System ("EMMA°) of the Municipat Securities Rulemaking Board with respect to
Authority bonds and other similar obligations payable from the same revenues that the
Authority will use to pay SIB Loan No. 2 must be submitted to the Department by the
Authority within 15 business days of any such filing with EMMA by the Authority. Such
information may be submitted to the Department by hard copy or by notification to the
Page 7 of 12
Finance SIB #S2012-006-02
SuRRMA — (Paris District)
Department of the Authority's posting with EMMA, together with the applicable CUSIP
number/s.
In addition, the Authority hereby agrees to forward to the Department, in accordance
with the timing described in the lnterlocal Cooperative Agreement, any information the
Authority has received from any SIB Loan Participant that was filed with EMMA, as
described in the continuing disclosure undertaking in the Interlocal Cooperative
Agreement.
Article 5. Condltions to Loan Disbursement; Additlonel Documentation
No funds will be disbursed under this Agreement until the State has received the following
documents described in this Article:
A. Two originals of each of the Authority resolutions authorizing the Interlocal Cooperative
Agreement and the SIB Loans, approving the pledge of Contract Revenues to payment
of the SIB Loans and the terms of the SIB Loans, and certifying compliance with the
State Open Meefings Act, and including the meeting date/s and board members in
attendance and voting at such meeting/s.
B. Two originals of the Interlocal Cooperative Agreement, executed by an authorized
representative of all parties thereto.
C. Two originals of the Authority resolution adopting an internal compliance policy, such
policy to be in the form required by the Department� if approved by a resolution
separate and apart from the resolutions described in A. above, certifying compliance
with the State Open Meetings Act, and including the meeting date and board members
in attendance and voting at such meeting.
D. Two originals of each resolufion/ordinance%rder adopted by the goveming body of
each Participant (i) in support of the Project, (ii) authorizing the Interlocal Cooperative
Agreement, the pledge of revenues to payments due under the Interlocal Cooperative
Agreement, and the incurrence by the Authority of the SIB Loans, where applicable, (iii)
certifying compliance with the State Open Meetings Act, (iv) authorizing actions taken
by any subordinate entities; and (v) including the meeting date/s and members in
attendance and voting at such meeting/s.
E. Two originals of each opinion of counsel to the Authority regarding the validity and
enforceability of the Authority and Participant obligations, together with a copy of each
certificate executed by any Participant on which counsel to the Authority relied in
providing an opinion.
F. Two originals of each of this Agreement and the agreement evidencing SIB Loan No. 1,
executed by authorized representatives of both the Authority and the Department.
Article 6. Project Termination; Misapplicatlon of SIB Loan Proceeds
Should the Project described in this Agreement be terminated for any reason or any
amounts of disbursed SIB Loan proceeds not be applied to pay Project costs, the Authority
shall retum any unexpended portion of SIB Loan No. 2 to the State, whereupon the State
shall recalculate the SIB Loan No. 2 amount and the principal and interest repayment
Page 8 of 12
schedule attached
changed SIB Loai
completed.
Finance SIB #S2012-006-02
SuRRMA — (Paris District)
as Exhibit D. The Authority is responsible for repaying the reduced or
� No. 2 amount and the interest thereon as if the Project had been
Article 7. Defaults
A. The Authority shall be in defauft if it fails to repay SIB Loan No. 2(the Principal
Payments and the Interest Payments) as set forth in Article 1 above or othervvise fails
to comply with the terms of this Agreement. The State shall not be obligated to take
further action nor resume its obligations under this Agreement until the Authority is no
longer in default. The Authority shall reimburse the State for all costs or other losses of
funds resulting from any default or failure to perform by the Authority.
B. The Authority agrees that in the event of a default under this Agreement the State may,
by all legal and equitable means, require the Authority and any appropriate official of
the Authority (acting solely in his/her official capacity) to remedy any default under, and
carry out the provisions of, this Agreement and/or the Interlocal Cooperative
Agreement, including specffically the use and filing of mandamus proceedings in any
court of competent jurisdiction in Travis County, Texas.
Arttcle 8. Authority Solely Responslble
The Authority agrees that it is solely responsible for all losses, costs, expenses, penalties,
claims, and liabilities due to activities of the Authority and its agents, employees, officers,
or contractors performed under this Agreement, and which result from an error, omission,
or negligent act of the Authority or any agent, empbyee, official, or contractor of Authority.
Noiwithstanding anything in this Agreement to the contrary� this provision shall survive any
termination of this Agreement.
Article 9. Termination
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 SIB Loan proceeds to the Authority, the State
shall terminate this Agreement and provide written notice thereof to the Authority;
C. If the Authority is in default on a Principal Payment or Interest Payment required under
this Agreement, the State may declare this Agreement to be terminated, or may
exercise any of the rights granted the State in Article 7 of this Agreement or in the
Interlocal Cooperative Agreement; but the payment obligations of the AuthoMy shall
survive any such termination and shall confinue in effect until discharged and satisfied;
and
D. Upon repayment in full by the Authority of SIB Loan No. 2, and compliance by the
Authority with all other requirements of this Agreement, the State shall execute and
deliver to the Authority 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,
Page9of12
Finance SIB #S2012-006-02
SuRRMA — {Paris District)
employee, official, or contractor of a party, which obligations shall survive such
termination.
Articie 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:
Texas Department of Transportation
Attn: Chief Financiaf Officer
SIB Administration
125 East 11 �' Street
Austin, TX 78701-2483
Local Government:
Sulphur River Regional Mobility
Authority (SuRRMA)
1125 Bonham Street
Paris, Texas 75460
Chairman, Board of Directors
All notices shall be deemed so delivered or deposited in the mail, unless otherwise
provided herein. A party may change the above address by sending written notice of the
change to the other party in the manner stated in this Article.
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 to this
Agreement 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.
Notwithstanding the foregoing, revisions to Exhibit D that occur as contemplated in this
Agreement must be in writing, but are not required to be executed by either party.
Article 13. Successors and Assigns
Except as provided in the next following sentence, this Agreement shall bind, and shall be
for the sole and exclusive benefit of, the respective parties. Each party is prohibited from
assigning any of the rights or obligations conferred by this Agreement to any third party
without the advance written approval of the other party. Any attempted assignment or
other transfer of the rights or obligations of this Agreement without the consent of the other
party shall be void and may be grounds for termination of this Agreement.
Article 14. Relationship of the Parties
Nothing in this Agreement shall be deemed or construed by the parties, or any third party,
as creating the relationship of principal and agent beiween the State and the Authority.
Article 15. Interpretetlon
No provision of this Agreement shall be construed against or interpreted to the
disadvantage of any party by any court or other govemmental or judicial authority by
reason of such party having or being deemed to have drafted, prepared, structured, or
dictated such provision.
Page 10 of 12
Finance SIB #S2012-006-02
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Article 16. lnterloca! Cooperatiwe Agreement; Department Third Party Beneficiary
Status
The Department recognizes and agrees that S!B Loan No. 2 can only be repaid by the
Authority based upon the cash payments received, or interest eamings on payments
received from certain SIB Loan Participants and the obligation of the SIB Loan Participants
to provide the Contract Revenues for the benefit of SIB Loan No. 2 as set forth in the
Interlocal Cooperative Agreement. As such, the Department is recognized as a third party
beneficiary of the Interlocal Cooperative Agreement and may legally pursue any remedy
against any of the Participants and/or the Authority to enforce the Department's rights set
forth in this Agreement.
Article 17. Signatory Authorlty
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 Authority, as applicable, is fully authorized to bind that entity
to the terms of this Agreement.
(Remainder of this page intentionally left blank)
Page 11 of 12
Finance SIB #S2012-006-02
SuRRMA — (Paris District)
IN WITNESS WHEREOF, the State and the Authority have executed duplicate
counterparts of this agreement.
Sulphur River Regional Mobility Authority
By:
Chairman, Board of Directors
ATTEST:
By:
Secretary, Board of Directors
TIiE STATE OF TEXAS
Date:
Date:
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:
Benjamin Asher
Innovative Financing/Debt Management Officer
Texas Department of Transportation
EXECUTION PAGE: SIB #2012-005-01
Page 12 of 12
Finance SIB #S2012-00&02
SuRRMA — (Paris District)
EXHIBiT A
Right of Way and Real Property purchase witl be the responsibility of the State under the terms and provisions of
Paragraph 13. A. of the Master Agreement Governing Local Transportation Project Advarxe Funding Agreements
(Master Agrcement —MAFA) entered into by the Sulphur River Regional Mobility Authority (the "Authority") and the
Texas Department of Transportation in association with the Local Transportation Project Advance Funding Agroement
for A Transportation, Community, and System Preservation Program Project On System (LPAFA Agreement), with the
Authority to contribute one hundred perrcent (10096) of the loca! participation cost of the right of way as set out in
Paragraph 13. A. of the MAFA and Auachment C of the LPAFA Agreement, which is in addidon to previously
approved federal and state funds for the Project (as defined in ti�e Agreement).
Utility adjust�nt, removal, or relocation will be under the te�ms and provisions of Paragraph 6. of the MAFA, except
that the State will be responsible for handling and coordinating such utility adjustment, re�val, or relocation of
utilities. The Authority is to coatribute one hundred percent (100%) of the local participation in costs of all eligible
reimbursable utility adjustments, removals, or relocations, which is in addition to previousty approved federal and state
funds for the Projec� An initial deposit of the estimated costs of such utility adjustments will be made by the Authoriry
in the same manner as set out for right of way costc, in Paragraph 13. A. of the MAFA, and the provisions of said
Paragraph 13. A shall also apply to utility costs in rogard to any additional funding required by the Authority, and
regarding the sudit upon completion of the Project.
Table of Sources and Uses for ROW Acquisition and Utility Relocation:
Soun�s:
Federal earmark for ROW $745,125
Delta County Tobacco Settlements Proceeds 132,144
Paris EDC cash contribution 1,426,813
Proceeds of SIB Loan No. 1(City of Paris) 1,426,813
Prooeeds of SIB Loan No. 2(Lamar; Cooper) 1 574 41
TOTAL: $5•3'05-308
Uses:
ROW land acquisition: Local
Participation
ROW land acquisition: Federal
Participation
Utility relocation: Local Participation
Pay to SuRRMA for legal services
Pay to SuRRMA for engineerJconsult.
Contingency for ROW Iand purchase'
Contingency for ROW improvement
purchase'
Contingency for utility relocations`
Pay to SuRRMA for admin. Costs
TOTAL:
SIB Loan
Proceeds
$2,409,875 $2,409,875
745,125
1,455,000
50,000
77,161
77,914
237,750
489,351
50,000
52.000
Delta
Tobacxo
Federal Settlements Paris EDC
Earmark Proceeds �
745,125
965,649
25,161'*
77,914
237,750
145,500 145•500
106.983 �
s5-3� $�RL22'� � " �$1�
' These contingency amounts are estimates and can be allocated among any of these contingency categories based on
actual costs of ROW acquisition and utility relocation.
*"`These costs may not be paid with SIB Loans Proceeds (the "ineligible costs"), but will be paid with the Delta County
Tobacco Settlements Procceds. How�ever, these ineligible costs have been allocated among the Participants as shown in
the table below; this allocation excludes the federal earmark contributed by Delta County:
Exhibit A
Exhibit A (cont.)
Table of SIB Loan Elieible/Ineli�ible Costs
DeRa
Finance SIB #S2012-006-02
SuRRMA — {Paris District)
14 $41 347.86 $1 426 813.00 31.29°�6
75 4,26825 147,600.00 3.23
14 41.347.86 1.426.813.00 3129
17
" �rL��i�]
Reimbursement or credit for cost underruns on aB costs with the exception of ineligible costs as shown in the
'Table of Sources and Uses for ROW Acquisition and Utility Relocarion" above, will be distributed to the
Participants as described in Section 2.7(a) of the Interlocal Cooperative Agreement and socording to the
°Percentage of Costs" shown in the "Table of S!B Loan Eligible/Ineligible Costs" above. .
Exhibit A 2
Finance SIB #S2012-006-02
SuRRMA — (Paris District)
EXHIBIT B
AUTHORITY'S RESOLUTION APPROVING THE LOAN APPLICATION
Exhibit B
RESOLUTION NO. 2012-001
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SULPHUR
RIVER REGIONAL MOBILITY AUTHORITY AGREEIN�3 TO ENTER INTO
A LOAN AGREEMENT WITH THE STATE OF TEXAS — STATE
INFRASTRUCTURE BANK (SIB) TO ALLOW FOR UTILITY RELOCATION
AND RIGHTS-0E-WAY ACQUISITION PROdECT, IN CONNECTION WITH
A TEXAS DEPARTMENT OF TRANSPORTATION PROIECT
WHEREAS, the Sulphur River Regional Mobility Authority (the "Authority'� deems it
proper end in the best iirterest of the Authority to apply for, and if approved, enter into a losn
agreement wfth the State Infre.strucwre Bank (SIB) ia the amount of not to exceed S4,SOO,OOU to
be used to upgrade and widen State Highway 24 from a Z-lane highway to a 4-lene divided
highway from Interstatc 3Q to the Paris city limits {the "Project'�; and
WEIEREAS, the Authority ra:ognius the benefit of its residents and all w6o use and
depend on the services of State Highway 24 to be �+eiocatedlrehebil� es well as maintaining
the iMegrity of the roadway itself by preserving the underground structures; end
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
SULPHUR RIVER REGIONAL MOBILITY AUTHORITY:
Sec6on l. That the Board of Dircxtors beiieves that it is in the best imerest of the
residents of the Authority to enter into a Jow inierest loan agreement wid► the Staue of Texas —
State Infragtrudure Bank (SIB) in the amount of not to exceed $4,500,000 to be used to upgrade
and widen State Highway 24 &om a 2-lane highway to a 41ane divided highway from Interstate
30 to the Paris city limits.
Section 2. The Boar� of Directors hereby authorizes the Chairman end/or Secretary
to execute en applicatian for submission to the T'ransportation Stete Infrastructure Benk Program
in the amount of not to exceed $4,500�000, and a11 necessary dceumentation regarding same.
Section 3. A eopy of the Applicacion for Financial Assistance is atiached hereto as
Exhibit "A" and made a part hereof for al! purposes.
Section 4. This Resolution may be relied upon by the appropriate officials at the
Texes Department of Transportetion and establishes complience by the Authority with the
requirements of ?exas 1aw.
Section 5. The reciials contained in the preamble hereof ac+e hereby found to be we,
and such recitals are hereby made a part of this Resolution for all purposes and are edopted as a
pert of the judgment and findings of the Board of Dic�ectors.
Section 6. AU ordinances, orders and resolutions, or paits thereof, which are in
conflict or inconsistent witi� eny pmvision of this Resolutian are hereby repealed to the extent of
such oonflid, and the provisions of ti�is Resolution shall be and remain controlling as to the
matters resolved herein.
9S514E43.1
PASSED, APPROVED AND RESOLVED this ��day of 201 Z,
�
Chairman, Board of Directors
Sulphur River Regional Mobility Authority
ATTEST:
�c3a��� �
secretery, Boara of nireccors -
Sufphur River Regional Mobility Authaity
95i1�d43. I
-3-
Finance SIB #52012-006-02
SuRRMA — (Paris District)
EXHIBIT C
TEXAS TRANSPORTATION COMMISSION MINUTE ORDER
Exhibit C
PaB1S� �soric�
7�XA8 TBANSiOHTATION C�
C000Ba� IYDNUIZ OdtDSB Pye t c�2
On Apcll Z6, Z012. by MiauOe Oniar 113089� the Tax�ss Tt+m�ottat�on Comm�eian
�°O� 8�� P�Y ��+� ePP�� ��1 �eietauoe fl+wn tbe 3ulp�hur
River Re�iaoel MduliLY A�h�o�tY iRI�dA) to bo�n+o�v an agg�+eg�tte not W acceed s4.5 milliomi, ia ame
a more loeo�. te pay tLe ooets ot'rl�ht�fraray aoqtriaition �d �ility ratoc�iar� � tbe widao�g of
Sdte Highwqyr 24 f�arn Farm Eo Madaet 904 to Farm to Marloet 64 (pnoject�
1Le RMA and the Taon� Dep� of Trm�poctatian ide�fmaat) Im►e �teeed intc a
MaeEer Advanoe P�odin8 A�reeme� iMqpp) erd I.oaal P�vjeat Advsaoe P�ndin8 AB�eem�
(�ogather with the I�AFA, tbe AFA� p�uymmt to w►�h tLa departmmt �vili patoan tbe �vadc � the
Pm3� � ri�of-waY aoq�idtian aod udlitY rd�c�. eod the RMA an�l p�y 1009�. of We
ooefs of d6�-� waY ���ty rdocu[aa �ac tbe pc+qjec�
T1�e RMA intmde to moet ib paymmt ob�tiomr m�dar tbe APA by bomrowin� flmd� in ta�o
laa�d fro� the SII3 �d em�ering into 4n �cal Coopaea�v� �►B� i� �) wid�
Ddd Caouat7. Lanotr Coualy. We City ci Coapar, tLe (Sty of P�ri�, aod the Paris Bcanoo�c
�pm� Capaa�ioa (pa'4uPads). 1Le RMA vviII mnloe pnrnam�te dae on t�e SIB �aos �vith
fiods p�vm�d to tbe RMA p�tao2 to tl� �aor�al a�+e�ment by aD pm�aab wi� tbe ao�oeptim
of Dehs Co�►. Ddta �► �ll pay Fnr ib pactian of ths coets of ng�Gof-waY aoq�dt�a �md
�ity relocabion i�r the Projeot bY oo�ta'buting c�ah t�n�t b the RMA thst fhe R11dA will p�rn+ide
bo die depx�t piu� Eo t� tame of tbe AFA.
Putau�t to the c�seiani pe+e�tminacy apptio�vel� the mtet�tive �teotor impl�ed aad
c�mpida! ae�otlWoos and othar actiaas authati�ed aod mquired by �aon�misa�oa iulee, md a4o
hm+eby � d�d the � to wbomit a�► inSonmatiaa or dats t�t was �at �med by
the RMA � wuved e� parmitted by � zolae ai�a� beauue tbe inf�a�mdion or d�a i� not
relan+e�t a tLa dap�nant alramdY Poe�a tbe iaFama�am ar d�ts. T6a exaa�tive di�or a�ms
thst the neceewy aoaiel. eoonomic, and onvu�mcmta! imp�at dndi�a bsv�s beaa ooa�leted, aod t1m
d�e dap� haa eppe+oved tho�e aNdiae. 'I�e aoce�ive die�ecbor raca�emds th�t the oomamdafoa
Sceot 6aa1 appwval of the $ID application far Sn�c�sl aa�snca
1'ba oommi�io�n dabam�n� t6�t pan�viding f�al eaiahooe w�71 pnote�t the public safetY
��Y P�� �a' � P� �P� �, W� �B � PaP� o� dye SID; eod
t�t �e pivjaot rv�l p�nvide fo� ell rea�ooeble aod fa�ble me�u+e� tio avoid. mioimima, or a°iti�ba
6or adv�aree �uvu+cao�a�ta[ �.
Basad oa �atramwl ia�view aad amlysis of tlrs spplicsdon, t�e oomm�ion maloe� tba
��8 � il ) tha RMA 6u Pl�ed,�ed repaYment of dre $lB loene wlt6 oa�ecx ravaoua to
be neoaived hy tbe R11�A p�sueot to the inter�c�l sgrom�eat to a�earo �► repaymant of tbe
��0. i� � PmJ� � c�o� witb the St�bawide Tim�pa�tion Pleo; C3} tha
ptojed a�71 ia�ruv�a the a�ianay of the smte'e t�r�aepoct�n �y�t; (4) the P�'oled w� �acPnd
the avdlab�lity of Rm�qg Eor tirm�po:tmon p�ojects or �ednce � ooets; md (� the �a�
�i �rtance. � applic�t ae liloaty oo yav�e euffic� rsv�enuae to es�ue reqym�nt of
� � . .!�
�. �
'!'8XA8 TRANSPORTATION COA�III�SS[ON
�tE�:l yl. �,; i �.
Pe�a 2 of2
iT IS TI�tBFORB ORDBRBD by Wa commi�dan tmt th� applic�tioa far 9IB fin�ocisl
aes�tao�oe eubm�ted by tue RMA to ba�mw an aggrcgpte amouut ap to 54.428�039 fi+om tire Stete
� Beok is Qranted Hnel approval. Tbe axaauiv�e d'u+ector a hie authmiaod rep�tativ�e
is direcxed and authorized to oat�r into the fiuencial a�etanoo eginameats as �iat�d with tlre
RMA. The lonu w�71 ba ropsid ova a palod of nu mae tban 20 yeaia a 3.68 pa�t iat�at par
a�. The �1 m�uity date will be Jnae 29, Z032.
Submitted �nd r�oY1 by:
Dlroctar, Fioaoce
�
.�� /
^ � .,� k �-� �;
Miauoe Date
Number Peaed
Finance SIB #52012-006-02
SuRRMA — (Paris District)
EXHIBIT D
AMORTIZATION SCHEDULE
Exhibit D
n
Lo�n Numb�r:
I.osn Arnount:
Mnwl Int�t:
C8Jt:
Ap�n�: ,
Maturlty OaN:
82012-008-02
51,574,413.00
3.Q8 %
0138-03-044
05131/2012
08�129/2032
Draw DaN Draw Amoud APR X
1 W29�2012 t1,574,413.00 3.88 7L
Exhtbit D for SuRRMA
DktHCI:
Borrorvar
PaymorK Du� Dsb:
ProJad CosE
Yqrs:
hnprov�ne ryp�
MP��adon R�eslvo�
Sc edule
PAR
S1�RRMA
08/281Z013
538.884,289.00
20
RflW
03/15/Z012
• Yr Ow Dab Sfart Balanee Payrtwnt Dua APR X Princlpd I�rost End Bal�nca
1 1 06129f2013 i1,574,413.00 5711,2572Z 3.88 9G a72,831.82 338,825.60 i1.50t.781.38
2 2 06/29/'1014 51.501.781.38 E11t,267.22 3.89 % s65,991.67 555.265.55 51.445.798.71
3 3 OBI2912015 51.445,788.71 5111.257.22 3.89 96 i58.052.18 s53,Z05.08 51.367,737.56
4 4 OBIZgl2p18 51,387,737.55 5111,257.22 3.88 % 560.188.48 551,088.74 s1.327,549.07
5 5 OQI2p12�17 s1.327,549.07 5111,25722 3.68'K 582,403.41 548,853.81 57,265,14b.86
8 6 OB/29/2018 51,285,145.88 i111,257.22 3.68% 384.899.88 t48.557.38 51.200.445.80
7 7 08129V2019 S1.Z00.445.80 5111.?57.22 3.8676 587.080.81 s44,178.41 a1,133,384.89
8 8 06129f2020 a1.133,384.99 5111,257.22 3.88% �.54g.39 541.707.83 51.083,815.80
9 9 OB/29J2021 51.083,815.60 5111.Z57.22 3.88 % i72,106.81 s39.148.41 5981.708.79
10 10 08/29V207! 5091.708.79 5111.257.Z2 3,69 96 i74.782.41 538.494.81 s918,944.38
11 11 OB/29f2023 :918.844.38 s111,257.22 3.88% 577�513.87 533.743.55 5839.430.71
12 12 OEi/2�12024 5839,430.71 E111,257.22 3.89 % SB0.368.17 i30,891.05 5759.084.54
13 13 08/2a1Z026 5759.084.54 5111.257.22 3.88 96 583.323.84 527,933.58 5675.740.80
14 14 08f29/2028 :675,740.90 3111.257.22 3.99 % i86.389.95 s24.887.27 s589.350.95
15 15 09f2912027 5589.350.85 t111.257.71 3.889f� 589.589.11 521.8BB.11 y199,781.84
18 18 OH/2Bl202B t499,781.84 s111,257.24 3.66 % 592,865.25 519,391.97 5408,918.59
17 17 0812�f2029 5�,916.59 5111.257.22 3.8876 596,28Z.89 514,974.53 i310,833.90
1B 18 OBI29J2030 5310,833.90 S711.257.22 3.86 % i99,825.89 ;11,431.33 5210,808.01
18 t9 OHI29/2031 5210,808.01 5111,257.22 3.88 !6 5103,499.48 57,757.73 5107,309.52
20 20 OB/�912032 $107.308_52 5111.257.47 3.88'R i107.308.52 t3,948.95 s0.00
Totals i2,22d,144.A6 :1,674,415.00 :880,7S1.E6
Page 1 of 1
EXHIBIT B
Table of Sources and Uses
Sources:
Federal earmarks
Delta County Tobacco Settlements Proceeds
Paris EDC cash contribution
Proceeds of SIB Loan No. 1(City of Paris)
Proceeds of SIB Loan No. 2(Lamar; Cooper)
TOTAL:
Uses:
ROW land acquisition: Local
Participation
ROW land acquisition: Federal
Participation
Utility relocation: Local Participation
Pay to SuRRMA for legal services���
Pay to SuRRMA for engineer./consult.���
Contingency for ROW land purchase���
Contingency for ROW improve.���
Purchase
Contingency for utility relocations���
Pay to SuRRMA for admin. Costs���
TOTAL:
$745,125
132,144
1,426,813
1,426,813
1.574,413
5.305.308
SIB
Proceeds
$2,409,875 $2,409,875
745,125
1,455,000 489,351
50,000 50,000
77,161 52, 000
77, 914
237,750
145, 500
106.983
305 308
Delta
Tobacco
Federal Settlements Paris EDC
Earmark Proceeds Cash
745,125
965,649
25,161
77,914
237, 750
3.001.226 745125
145, 500
106, 983
132 144 $1 426 813
These contingency amounts aggregating $695,308 are estimates and can be allocated among any of these contingency
amounts based upon actual Project costs as approved in the manner set forth in Section 1.6 of the Agreement.
95422970.15 B' 1
Loan Payment Anatysis
L.amar County
Loan Amount
Sonple IMerest Rate
Annual Payment
Loan Fimded
Year #
95422970.15
EXHIBIT C-1
LAMAR COUNTY, TEXAS AMORTIZATION
SCHEDULE FOR ITS PORTION OF THE SIB LOAN
$1,426,813.00
3.68% 360 basts
$100,826.95
10.29.2012
Prepaid [nterest $ 13,126.68 m the fust payment only
Date Balance Interest Rate Interest Payment(PM"I) Prmcipal Interest
1 03/29/2013 $1,426,813.00
2 03/29/2014 $1,360,990.53
3 03l29/2015 $1,310,248.03
4� 03/29/2016 $1,257,638.21
5 03/29/2017 $1,203,092.34
6 03/29/2018 $1,146,539.19
7 03/29/2019 $1,087,904.88
8� 03/29/2020 $1,027,112.83
9 03/29/2021 $964,083.64
10 03/29l2022 $898,734.96
11 03/29/2023 $830,981.46
12� 03/29/2024 $760,734.63
13 03/29/2025 $687,902.71
14 03/29/2026 $612,390.58
15 03/29l2027 $534,099.61
16� 03/29l2028 $452,927.52
17 03/29/2029 $368,76830
18 03/29/2030 $281,512.03
19 03/29/2031 $191,044.72
20 03/29/2032 $97,248.22
0.0368 $35,004.48
0.0368 $50,084.45
0.0368 $48,217.13
0.0368 $46,281.09
0.0368 $44,273.80
0.0368 $42,192.64
0.0368 $40,034.90
0.0368 $37,797.75
0.0368 $35,47828
0.0368 $33,073.45
0.0368 $30,580.12
0.0368 $27,995.03
0.0368 $25,314.82
0.0368 $22,535.97
0.0368 $19,654.87
0.0368 $16,667.73
0.0368 $13,570.67
0.0368 $10,359.64
0.0368 $7,030.45
0.0368 $3,578.73
Totals
D-1
$100,826.95 $65,822.47
$100,826.95 $50,742.50
$100,826.95 $52,609.82
$100,826.95 $54,545.86
$100,826.95 $56,553.15
$100,826.95 $58,634.31
$100,826.95 $60,792.05
$100,826.95 $63,029.20
$100,826.95 $65,348.67
$100,826.95 $67,753.50
$100,826.95 $70,246.83
$100,826.95 $72,831.92
$100,826.95 $75,512.13
$100,826.95 $78,290.98
$100,826.95 $81,172.08
$100,826.95 $84,159.22
$100,826.95 $87,256.28
$100,826.95 $90,467.31
$100,826.95 $93,796.50
$100,826.95 $97,248.22
$2,016,539.00 $1,426,813.00
$35,004.48
$50,084.45
$48,217.13
$46,281.09
$44,273.80
$42,192.64
$40,034.90
$37,797.'75
$35,478.28
$33,073.45
$30,580.12
$27,995.03
$25,314.82
$22,535.97
$19,654.87
$16,667.73
$13,570.67
$10,359.64
$7,030.45
$3,578.73
$589,726.00
Balance after PM'I
$1,360,990.53
$ ] ,310,248.03
$1,257,638.21
$1,203,092.34
$1,146,539.19
$1,087,904.88
$1,027,112.83
$964,083.64
$898,734.96
$83Q981.46
$760,734.63
$687,902.71
$612,390.58
$534,099.61
$452,927.52
$368,76830
$281,512.03
$191,044.72
$97,248.22
$0.00
EXHIBIT C-2
CITY OF PARIS, TEXAS AMORTIZATION
SCHEDULE FOR ITS PORTION OF THE SIB LOAN
Loan Payment Analysis
City of Paris
I,oan Arr�ow�t
Sunple Interest Rate
Annual Paymerrt
L,oan Fwided 10.29.2012
Yeaz # Date
l 03/29/2013
2 03/29/2014
3 03/29/2015
4 � 03/29/2016
5 03/29/2017
6 03/29/2018
7 03/29/2019
8 � 03/29/2020
9 03/29/2021
10 03/29/2022
11 03/29/2023
12 � 03/29/2024
13 03/29/2025
14 03/29/2026
15 03/29/2027
16 � 03/29/2028
17 03/29/2029
18 03/29/2030
19 03/29/2031
20 03/29/2032
95422970.15
$1,426,813.00
3.68% 360 basis
$100,826.95
Prepaid Irnerest $ 13,126.68 m the fast pa}mient only
Balance Irrterest Rate Interest Payment(PM"1� Prmc�al
$1,426,813.00
$1,360,990.53
$1,310,248.03
$1,257,63821
$1,203,092.34
$1,146,539.19
$1,087,904.88
$1,027,112.83
$964,083.64
$898,734.96
$830,981.46
$760,734.63
$687,902.71
$612,390.58
$534,099.61
$452,927.52
$368,768.30
$281,S12.03
$191,044.72
$97,248.22
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
$35,004.48
$50,084.45
$48,217.13
$46,281.09
$44,273.80
$42,192.64
$40,034.90
$37,797.75
$35,47828
$33,073.45
$30,580.12
$27,995.03
$25,314.82
$22,535.97
$19,654.87
$16,667.73
$13,570.67
$10,359.64
$7,030.45
$3,578.73
Totals
$100,826.95
$100,826.95
$100,826.95
$100,826.95
$100,826.95
$ l OQ826.95
$100,826.95
$100,826.95
$100,826.95
$100,826.95
$1OQ826.95
$ l OQ826.95
$100,826.95
$ ] 00,826.95
$100,826.95
$100,826.95
$100,826.95
$l OQ826.95
$ l OQ826.95
$100,826.95
$2,016,539.00
C-2-1
$65,822.47
$50,742.50
$52,609.82
$54,545.86
$56,553.15
$58,63431
$60,792.05
$63,02920
$65,348.67
$67,753.50
$70,246.83
$72,831.92
$75,512.13
$78,290.98
$S 1,172.08
$84,15922
$87,256.28
$9Q46731
$93,796.50
$97,248.22
51,426,813.00
Irrterest Balance after Ph Ciunulative Iritere
$35,004.48
$50,084.45
$48,217.13
$46,281.09
$44,273.80
$42,192.64
$40,034.90
$37,797.75
$35,47828
$33,073.45
$30,580.12
$27,995.03
$25,314.82
$22,535.97
$19,654.87
$16,667.73
$13,570.67
$10,359.64
$7,030.45
$3,578.73
$589,726.00
$1,36Q990.53
$1,310,248.03
$1,257,638.2 ]
$1,203,092.34
$1,146,539.19
$1,087,904.88
$1,027, l 12.83
$964,083.64
$898,734.96
$830,981.46
$760,734.63
$687,902.71
$612,390.58
$534,099.61
$452,927.52
$368,76830
$281,512.03
$191,044.72
$97,24822
$0.00
$35,004.48
$85,088.93
$133,306.06
$ ] 79,587.14
$223,860.94
$266,053.58
$306,088.48
$343,88624
$379,364.51
$412,437.96
$443,018.08
$471,013.11
$496,327.93
$518,86391
$538,518.77
$555,186.50
$568,757.18
$579,116.82
$586,14727
$589,726.00
Loan Payment Analysis
City of Cooper
Loan Amoiurt
Srtmy�le Interest Rate
Atmual Paycrent
Loan Fimded
EXHIBIT C-3
CITY OF COOPER, TEXAS AMORTIZATION
SCHEDULE FOR ITS PORTION OF THE SIB LOAN
10.29.2012
$147,600.00
3.68% 360 basis
$10,430.27
Prepaid [rrterest $ 1,357.92 in the frtst paymerrt only
Year # Date Balance Irrterest Rate Irrterest Payment(PMT; Principal Irterest
1 03/29/2013
2 03/29/2014
3 03/29/2015
4 �03/29/2016
5 03/29/2017
6 03/29/2018
7 03/29/2019
8 �03/29/2020
9 03/29/2021
10 03/29/2022
11 03/29/2023
12 �03/29/2024
13 03/29/2025
14 03/29/2026
15 03/29/2027
16 03/29/2028
17 03/29/2029
18 03/29/2030
19 03/29/2031
20 03/29/2032
95422970.15
$147,600.00
$140,790.85
$135,541.68
$13Q099.35
$124,456.73
$ ll 8,606.47
$112,540.92
$106,252.15
$99,731.96
$92,971.83
$85,962.92
$78,696.09
$71,161.84
$63,35032
$55,25134
$46, 85432
$38,14829
$29,121.88
$19,76329
$10,060.31
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
0.0368
$3,621.12
$5,181.10
$4,987.93
$4,787.66
$4,580.01
$4,364.72
$4,141.51
$3,910.08
$3,670.14
$3,42136
$3,163.44
$2,896.02
$2,618.76
$2,33129
$2,033.25
$1,72424
$1,403.86
$1,071.69
$727.29
$370.22
Totals
$ ] 0,430.27
$10,4302�
$10,43027
$10,43027
$10,43027
$10,43027
$10,43027
$10,430.27
$1Q43027
$10,430.27
$ I Q43027
$10,43027
$10,43027
$1 Q43027
$10,430.27
$10,43027
$10,43027
$10,43027
$1 Q43027
$]0,43027
$208,605.40
C-3-1
$6,809.15
$5,24917
$5,44234
$5,642.61
$5,85026
$6,065.55
$6,288.76
$6,520.19
$6,760.13
$7,00891
$7,266.83
$7,53425
$7,811.51
$8,098.98
$8,397.02
$8,706.03
$9,026.41
$9,358.58
$9,702.98
$1Q06031
$147,600.00
$3,621.12
$5,181.10
$4,987.93
$4,787.66
$4,580.01
$4,364.72
$4,141.51
$3,910.08
$3,670.14
$3,421.36
$3,163.44
$2,896.02
$2,618.76
$2,331.29
$2,03325
$1,724.24
$1,403.86
$1,071.69
$727.29
$370.22
$61,005.66
Balance after PMT Ciurndative hrteresl
$140,790.85
$135,541.68
$130,099.35
$124,456.73
$118,606.47
$1 12,540.92
$106,252.15
$99,731.96
$92,971.83
$85,962.92
$78,696.09
$71,161.84
$63,35032
$55,251.34
$46,85432
$38,148.29
$29,121.88
$19,763.29
$10,06031
$0.00
$3,62112
$8,80222
$13,790.16
$18,577.81
$23,157.82
$27,522.54
$31,664.04
$35,574.12
$39,244.26
$42,665.62
$45,829.06
$48,725.08
$51,343.83
$53,675.12
$55,70837
$57,432.61
$58,836.47
$59,908.15
$60,635.44
$61,005.66
EXHIBIT B
Substantially Final Form of the Interlocal Cooperative Agreement
95604560.7 B' 1
FINAL
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 PROSPECTIVE CASH
PAYMENT OBLIGATIONS AND/OR ANNUAL DEBT SERVICE
PAYMENTS REPRESENT THE SOLE SECURITY FOR THE
REPAYMENT OF TWO STATE INFRASTRUCTURE BANK LOANS
BETWEEN THE SULPHUR RIVER REGIONAL MOBILITY
AUTHORITY AND THE TEXAS DEPARTMENT OF
TRANSPORTATION; AND OTHER MATTERS IN CONNECTION
THEREWITH
This agreement (the Agreement) is made to be effective as of the lOth day of October,
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; and
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 (the "Department") 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 FM 64 southwest to FM 904 in Delta
County, Texas (the "Project"); 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
95422970.15
regional basis, and in accordance with Section 370.303, as amended, Texas Transportation Code,
a governmental entity may enter into an agreement with Regional Mobility Authorities to
acquire, construct, maintain, or operate a transportation project, whether inside or outside the
boundaries of the governmental entity, including agreements to pay the principal of, and interest
on, bonds, notes or other obligations issued by the Regional Mobility Authorities and make
payments under any related credit agreements; 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 the Department 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 has been a top priority project for the North East Texas Mobility Council and the
Authority; and
WHEREAS, pursuant to Minute Order No. 113074, the Department will undertake and
complete a highway improvement generally described as the widening of State Highway 24 from
FM 64 southwest to FM 904 in Delta County, Texas (the "Project"); and
WHEREAS, the Project, from the Authority's perspective, will require $745,125 in
federal participation, a cash contribution from Delta County of $132,144, and an estimated
$3,732,731 of local participation to pay for rights-of-way acquisition and utility relocation; and
WHEREAS, the Authority expects to incur additional costs in the amount of $695,308
relating to the Project; and
WHEREAS, the Authority has a commitment for a cash contribution from the Board of
Directors of the Paris Economic Development Corporation of $1,426,813 and a contribution
from the Commissioners Court of Delta County of $877,269 that will be contributed as cash in
the amount of $132,144 and a federal participant earmark of $745,125 for the costs relating to
the Project as described in Exhibit B attached hereto; and
WHEREAS, the Authority adopted a resolution on April 2, 2012 authorizing the
Authority to entered into a"Master Agreement Governing Local Transportation Project Advance
Funding Agreements" and a related "Local Project Advance Funding Agreement for Voluntary
Local Government Contributions to Transportation Improvement Projects With No Required
Match" (collectively, the "Advance Funding Agreement") pursuant to which the Authority has
agreed to pay the Department for 100% of the costs of rights-of-way acquisition and utility
relocation for the Project; and
WHEREAS, the 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 pay for their proportionate shares in the cost of the local participation for the
Project by entering into this Agreement evidencing the local participation match of up to the total
of $5,305,308.00 for the Project; and
WHEREAS, the Department has agreed to make two State Infrastructure Bank Loans
(the "SIB Loan Agreements") to the Authority designated as (i) 52012-005-01, in the principal
95422970.15 - 2 -
amount of $1,426,813.00 benefitting primarily the City of Paris, Texas and (ii) 52012-006-02, in
the principal amount of $1,574,413.00 benefitting primarily Lamar County and the City of
Cooper, Texas; and
WHEREAS, for the purposes of this Agreement the City of Paris, Texas, the City of
Cooper, Texas, and Lamar County, Texas, are referred to herein as the "SIB Loans Participants";
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 the Authoritv. The Authority hereby agrees to perform the
following:
1.1 In consideration of the Department's agreement to undertake the actions set forth
in the Advance Funding Agreement and the Participants' obligation to undertake the actions set
forth in Section 2 hereof, the Authority shall enter into and comply with its obligations set forth
in the SIB Loan Agreements and shall transfer, on an annual basis, lawfully available revenues to
pay the debt service requirements on the SIB Loan Agreements as represented by and limited to
the SIB Loans Participants' debt service obligations on the SIB Loan Agreements attached
hereto as Exhibit C and incorporated by reference for all purposes to this Agreement and the SIB
Loan Agreements.
1.2 The Authority shall comply with all of its obligations set forth in this Agreement
and the SIB Loan Agreements.
1.3 Prior to the beginning of each fiscal year, the Authority shall provide annually to
the Department and each Participant, for so long as the SIB Loan Agreements remain
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.
1.4 The Authority shall provide an executed copy of each of the Advance Funding
Agreement, this Agreement, the SIB Loan Agreements, all Participant
resolutions/ordinance/orders, and all bond counsel opinions, to each Participant.
1.5 The Authority shall remit to the Department (i) the cash contribution of Delta
County described in Section 2.1 hereof, (ii) the federal participation earmark from Delta County
described in Section 2.2, (iii) the cash contribution of the Paris EDC described in Section 2.5
hereof, and (iv) certain proceeds of the SIB Loan Agreements to the Department within two
weeks of receipt thereof in the manner required in the Advance Funding Agreement and as
agreed to by the Authority.
1.6 Each of the SIB Loan Participants' payment obligations are due not later than
March 29t" of each year and the Autharity's payment obligations to the Department on the SIB
95422970.15 ' 3 '
Loan Agreements are due not later than June 29th of each year. The Authority agrees and
covenants to the Department that any interest earned (i) on these deposits during this
approximate 90-day period or (ii) on the proceeds of any SIB Loans pending disbursement or
transfer to the Department, should be taken into account for prospective debt service payments
on the SIB Loans or utilized to pay for costs of rights-of-way acquisition or utility relocation
payments on the Project or to pay legal and/or engineering professional service payments with
respect to the Project that are preapproved by the Department's SIB Administrator. Any
proceeds or investment income thereof remaining with the Authority when all pecuniary
obligations of the Authority to the Department are satisfied shall remain with the Authority.
SECTION 2: Duties of the Participants.
2.1 The Commissioners Court of Delta County, Texas ("Delta") adopted a resolution
on October 8, 2012 approving its rights, duties, and obligations pursuant to this Agreement.
Delta has committed to an amount equal to the cash contribution of $132,144.00 as its
contribution for the Project, and hereby agrees to pay such amount to the Authority prior to the
Deposit Date set forth in the SIB Loan Agreements. 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 Advance Funding Agreement not be sufficient to pay the
Authority's costs of rights-of-way acquisition and utility relocation relating to the Project.
Should this potential pecuniary obligation arise, all of the Participants have agreed on a pro rata
basis to fund the shortfall to enable the Department to proceed with the timely completion of the
Project. Such additional amount shall be funded by a resolution approving an amendment of
Delta's budget for the current fiscal year obligating the Commissioners Court of Delta to make
this additional payment to the Authority within 30 days of such approval.
2.2 The Delta Resolution further acknowledges that the Delta County Commissioners
Court hereby approves the allocation of $745,125.00 in earmarked federal funds for rights-of-
way acquisition for the Project.
2.3 The Commissioners Court of Lamar County, Texas ("Lamar") adopted a
resolution on October 8, 2012 approving its rights, duties, and obligations pursuant to this
Agreement and the SIB Loan Agreements. Lamar will make the payments to the Authority, in
the amounts and on the dates, as shown in Exhibit C-1 attached hereto (the "Lamar
Obligations"). Lamar also expressly hereby recognizes its further potential pecuniary liability
should the Authority's costs of rights-of-way acquisition and utility relocation for the Project
exceed the amount the Authority is required to deposit with the Department pursuant to Section
1.5 hereof, and agrees to pay its pro rata share of any such additional cost to enable the
Department to proceed with the timely completion of the Project. Such additional amount shall
be submitted in a resolution requesting an amendment of Lamar's budget for the then current
fiscal year and if approved obligate the Commissioners Court of Lamar to make this additional
payment to the Authority within 30 days of such approval.
2.4 The City Council of the City of Paris, Texas ("Paris") adopted an ordinance on
October 8, 2012 approving its rights, duties, and obligations pursuant to this Agreement and the
SIB Loan Agreements. Paris will make the payments to the Authority, in the amounts and on the
dates, as shown in Exhibit C-2 attached hereto (the "Paris Obligations"). Paris also expressly
hereby recognizes its further potential pecuniary liability should the Authority's costs of rights-
95422970.15 ' 4 '
of-way acquisition and utility relocation for the Project exceed the amount the Authority is
required to deposit with the Department pursuant to Section 1.5 hereof, and agrees to pay its pro
rata share of any such additional cost to enable the Department to proceed with the timely
completion of the Project. Such additional amount shall be submitted in a resolution requesting
an amendment of Paris' budget for the then current fiscal year and if approved obligate the City
Council of Paris to make this additional payment to the Authority within 30 days of such
approval.
2.5 The Board of Directors of the Paris Economic Development Corporation ("Paris
EDC") adopted a resolution on October 8, 2012 approving its rights, duties, and obligations
pursuant to this Agreement. Paris EDC has committed to an amount equal to the cash
contribution of $1,426,813.00 as its contribution for the Project, and hereby agrees to pay such
amount to the Authority prior to the Deposit Date set forth in the SIB Loan Agreements. 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 Advance Funding
Agreement not be sufficient to pay the Authority's costs of rights-of-way acquisition and utility
relocation relating to the Project. Should this potential pecuniary obligation arise, all of the
Participants have agreed on a pro rata basis to fund the shortfall to enable the Department to
proceed with the timely completion of the Project. Such additional amount shall be submitted in
a resolution requesting an amendment of Paris EDC's budget for the then current fiscal year and
if approved obligate the Board of Directors of Paris EDC to make this additional payment to the
Authority within 30 days of such approval.
2.6 The City Council of the City of Cooper, Texas ("Cooper") adopted a resolution on
October 8, 2012 approving its rights, duties, and obligations pursuant to this Agreement and the
SIB Loan Agreements. Cooper will make the payments to the Authority, in the amounts and on
the dates, as shown in Exhibit C-3 attached hereto (the "Cooper Obligations"). Cooper also
expressly hereby recognizes its further potential pecuniary liability should the Authority's costs
of rights-of-way acquisition and utility relocation for the Project exceed the amount the
Authority is required to deposit with the Department pursuant to Section 1.5 hereof, and agrees
to pay its pro rata share of any such additional cost to enable the Department to proceed with the
timely completion of the Project. Such additional amount shall be submitted in a resolution
requesting an amendment of Cooper's budget for the then current fiscal year and if approved
obligate the City Council of Cooper to make this additional payment to the Authority within 30
days of such approval.
2.7 (a) The Participants agree that if the rights-of-way acquisition and utility
relocation costs relating to the Project are less than projected, the SIB Loan Participants shall use
their pro rata share of the surplus funds to pay down the SIB Loans balance in accordance with
the prepayment provisions set forth in the SIB Loan Agreements. Then, the SIB Loan
Participants' individual balances will be reduced on a pro rata basis based on the following table.
The other Participants (Delta and Paris EDC) shall be entitled to a cash refund from such surplus
amount based upon their pro rata share of costs and can use their cash refund for (i) any eligible
transportation project as approved by the Authority, (ii) the payment or prepayment of Delta or
Paris EDC's, as appropriate, allocable share of the Authority's administrative costs, or (iii) a
cash refund to Delta or Paris EDC, as appropriate, upon obtaining the written consent form the
authorized representative of the Authority. (See Table below for Percentages of Pro Rata Share
of Costs):
95422970.15 ' S '
Entity Present Amount Pro Rata Share
Delta Count $132,144 2.90%
Lamar Count 1,426,813 31.29
City of Paris 1,426,813 31.29
Paris EDC 1,426,813 31.29
Cit of Coo er 147,600 3.23
Total 4,560,183 100.00%
��� Delta County's cash contribution does not reflect the $745,125 federal participation earmark for the Participants'
total share of Project costs of $5,305,308.
(b) The Participants agree that if the rights-of-way acquisition and utility relocation
costs relating to the Project are more than the cash contribution, investment earnings, or proceeds
of the SIB Loans, the Participants shall comply with the provisions of Section 2 hereof
concerning their additional pecuniary obligation to the Authority based on the following table.
(See Table below for Percentages of Pro Rata Share of Costs):
Entity Present Amount Pro Rata Share
Delta County $132,144 2.90%
Lamar Count 1,426,813 31.29
City of Paris 1,426,813 31.29
Paris EDC 1,426,813 31.29
Cit of Coo er 147,600 3.23
Total 4,560,183 100.00%
�1� Delta County's cash contribution does not reflect the $745,125 federal participation earmark for the Participants'
total share of Project costs of $5,305,308.
2.8 Each of the Participants expressly recognizes that the only source of funds that the
Authority has to repay the SIB Loan Agreements (recognizing the initial cash contribution from
Delta and Paris EDC) are the required annual payments that Lamar, Paris, and Cooper, are
required to make pursuant to the provisions of this Agreement. As such, Lamar, Paris, and
Cooper obligate themselves to transfer their required debt service payments to the appropriate
depository account of the Authority not later than the March 29th before the scheduled debt
service payments outlined in the SIB Loan Agreements on June 29th, as appropriate. Each of the
SIB Loan Participants represents that federal funds will not be used to make payments due to the
Authority hereunder.
SECTION 3: No Cross Defaults. The Deparhnent, 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 Agreements. Each
Participant's initial cash contribution or amortized portion of the SIB Loan Agreements is set
forth in Section 2 of this Agreement and the Participants have been advised by the Authority's
engineers that this pecuniary obligation should not exceed $5,305,308.00 being the anticipated
total federal participation, cash contribution, and local participation with respect to the Project
and other Authority's costs; provided, however, each Participant hereby acknowledges that
should the costs of rights-of-way acquisition and utility relocation for the Project exceed the
95422970.15 ' 6 -
amount the Authority is required to deposit with the Department pursuant to Section 1.5 hereof,
because the Advance Funding Agreement requires that the Authority pay 100% of the federal
participation, cash contribution, and local participation costs of rights-of-way acquisition and
utility relocation, including unanticipated costs, each Participant hereby agrees to pay to the
Authority each Participant's pro rata share of any such additional cost to enable the Department
to proceed with the timely completion of the Project. 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
Agreements, or in accordance with applicable law; however, in no event, shall any non-
defaulting Participant be liable for any defaulting Participant's pecuniary liability.
SECTION 4: 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, the Department, 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 the Department, and (2) such alteration, amendment, or modification is in writing and
signed by the parties hereto.
SECTION 5: Default. In the event that either the Authority or the Participants should
violate any of the terms of this Agreement, any other party shall promptly notify the Department
and the other respective parties 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 parties 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 any other party seeking any available judicial remedy.
If any SIB Loans Participant makes a late payment or fails to make an annual payment
when due, that SIB Loans Participant must reimburse the Authority for any additional interest or
penalties the Authority will incur pursuant to the terms of the SIB Loan Agreements, if
applicable.
SECTION 6: Miscellaneous; Assignment. All the situations, promises, undertaking and
agreements herein contained by or on behalf of either the Authority or the Participants shall bind
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 the Department. No delay
by either party in enforcing any of its rights under this Agreement shall be deemed a waiver of
such rights.
SECTION 7: 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.
95422970.15 - 7 '
SECTION 8: 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, 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
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
95422970.15 ' g -
C. If to the Department, to:
Texas Department of Transportation
125 East l lth Street
Austin, Texas 78701-2483
Attention: Chief Financial Officer, State Infrastructure Bank
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 9: 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 10: 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 the Department are located, recognizing the importance of the Department's third party
beneficiary status of this Agreement. It is specifically agreed among the parties to this
Agreement that Travis 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 11: Le a� l�. In the event it is necessary for any 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.
SECTION 12: 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 13: Holidav. 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 14: 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.
95422970.15 - 9 -
SECTION 15: Entire Agreement. This Agreement, the Advance Funding Agreement,
and the SIB Loan Agreements, and the resolutions, orders, or ordinances adopted by the
Participants relating hereto contain 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 16: 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 17: 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 18: 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 19: Governin� Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 20: Severabilitv. 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 21: 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
provisions hereof shall be constructed to effectuate the purposes set forth herein and to sustain
the validity of this Agreement.
SECTION 22: Compliance with Texas Open Meetin�. 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 23: Term of A�reement. This Agreement will terminate upon the SIB Loan
Agreements being paid in full and, if applicable, upon the refinancing of any SIB Loan
Agreements through the Department.
SECTION 24: No Personal Liabilitv. This Agreement is solely the governmental
obligations of the Authority and each of the Participants and no member of any governing body
of the Authority or the Participants shall be held personally liable for any pecuniary payment
95422970.15 - 1 � -
pursuant to the terms of this Agreement and/or the SIB Loan Agreements and no such member
shall be charged personally by a Participant, the Authority, and/or the Department with any
liability, or be held liable under any term or provision of this Agreement or the SIB Loan
Agreements, 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 Agreements.
SECTION 25: The Department Third Party Beneficiarv. Given that the ability to repay
the SIB Loan Agreements and the Authority's costs of the Project rests solely with each of the
Participants, the parties hereto recognize and agree that the Department may proceed directly
against any Participant to enforce the Department's rights pursuant to the SIB Loan Agreements
and to pursue any remedy pursuant to the SIB Loan Agreements.
SECTION 26: Continuing Disclosure Undertakin�.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
EMMA means the MSRB's Electronic Municipal Market Access system, accessible by
the general public, without charge, on the internet through the uniform resource locator (URL)
http://www.emma.msrb.org.
MSRB means the Municipal Securities Rulemaking Board.
Rule means SEC Rule 15c2-12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
B. Notice of Ratings Down�rade or EMMA Filin�.
Each SIB Loan Participant shall provide notice to the Authority pursuant to the SEC Rule
or MSRB rules and regulations, who shall promptly notify the Department within 30 days (or 20
business days), of any rating downgrade of the SIB Loan Participant or any EMMA filing by the
SIB Loan Participant payable from the same revenues that the SIB Loan Participant will use to
pay the Authority under this Agreement, or material change in finances of the SIB Loan
Participant that would impact its ability to pay its obligations under the Agreement.
No default by the SIB Loan Participant or the Authority in observing or performing its
obligations under this Section shall constitute a breach of or default under this Agreement for
purposes of any other provision of this Agreement.
95422970.15 - 11 -
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the date and year first above written.
ATTEST:
County Clerk and Ex-Officio
Clerk of the Commissioners Court
ATTEST:
County Clerk and Ex-Officio
Clerk of the Commissioners Court
ATTEST:
City Secretary
ATTEST:
Secretary, Board of Directors
95422970.15 ' 12 -
COUNTY OF DELTA, TEXAS
County Judge
COUNTY OF LAMAR, TEXAS
County Judge
CITY OF PARIS, TEXAS
Mayor
PARIS ECONOMIC DEVELOPMENT
CORPORATION
President, Board of Directors
ATTEST:
City Secretary
ATTEST:
Secretary, Board of Directors
95422970.15
-13-
CITY OF COOPER, TEXAS
Mayor
SULPHUR RNER REGIONAL
MOBILITY AUTHORITY
Chairman, Board of Directors
EXHIBIT A
SIB LOAN AGREEMENTS
(IN SUBSTANTIALLY F1NAL FORM)
95422970.15 A-1