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Number 1311'EM L AY11ON : Consider approval of an interlocal agreement for State Highway 121 between The City of Coppell and Denton County; and authorizing the Mayor to sign. SUBMITTED BY. Jim Witt TITLE: City Manager STAFF COMMENTS: BUDGET AMT. $ FINANCIAL COMMENTS: AMT. EST. $ w +\ -BID $ DIR. INITIALS: FIN. REVIEW: CITY MANAGE] Agenda Request Iratm Revised 2199 , DonmuentN lSHl 0 STATE OF TEXAS § COUNTY OF DENTON § INTERLOCAL COOPERATION AGREEMENT THIS INTERLOCAL COOPERATION AGREEMENT is made and entered into as of the day of , 2000, by and between the City of Coppell ( "City "), acting by and through its City Council, and Denton County, Texas (the "County "). WITNESSETH: WHEREAS, the County and the City desire to enter into an agreement for the design, construction and improvement of Section 13 of State Highway 121, CSJ- 364 -2 -17 and 364 -3 -64 (the "Project "). WHEREAS, the Interlocal Cooperation Act, codified as V.T.C.A., Government Code, Chapter 791 (the "Act "), provides authorization for any local government to contract with one or more local governments to perform governmental functions and services under the terms of the Act; and WHEREAS, the County has filed an application with the Texas Department of Transportation to obtain a $10,000,000 loan from the State Infrastructure Bank (the "SIB Loan ") to fund a portion of the Project, including, particularly the engineering therefore; WHEREAS, the City has heretofore expressed its support of the Project and the funding of a portion of the costs of said Project; WHEREAS, to enable the County to perform certain functions related to the Project, the City has heretofore agreed to pay to the County a total amount of $ 2,000,000 payable in five equal annual installments of $ 400,000 each as hereinafter provided; WHEREAS, the parties hereto agree that if the SIB Loan is not made or the conditions provided herein have not been met on or before October 1, 2000, the City reserves the right to withdraw its commitment under this Agreement; WHEREAS, the City and the County have both found and determined and do hereby find and determine that the Project is in the best interests of the citizens of both the City and the County; NOW, THEREFORE, in consideration of the premises and covenants herein contained, the City and the County agree as follows: INTERLOCAL COOPERATION AGREEMENT BETWEEN DENTON COUNTY AND CITY OF COPPELL -PAGE 1 30752 I. The provisions of this Agreement contained in the preambles set forth above are hereby incorporated by reference as if fully set forth in the body of this Agreement and shall become and are hereby made a part of this Agreement for all purposes. U. The City hereby agrees to pay, when the Project reaches priority 2, the County the sum of Two Million Dollars ($2,000,000.00) (the "City Commitment ") payable in annual installments of Four Hundred Thousand Dollars ($400,000.00) on or before October 1 of the year priority 2 is reached and each October 1 thereafter until fully paid. The County agrees to provide and perform governmental functions and services as permitted by the Act in connection with the Project. In addition, the City reserves the right to withdraw and cancel the City Commitment in the event the County has not received the SIB Loan proceeds by or before October 1, 2000. NO interest shall be charged to the City in connection with the installment payments of the City Commitment. The City hereby reserves the right to prepay the City Commitment at any time during the term of this Agreement, without penalty. In the event the Project does not achieve priority one status by TXDOT by October 1, 2002, the City shall be refunded any payments made under the terms of this Agreement, plus interest at a rate of ten percent (10 %). III. The City Commitment shall be paid only from current revenues of the •City as those revenues exist from time to time. IV. This Agreement shall be for a term of six (6) years or until the City Commitment is paid in full, whichever is less. V. This Agreement may not be amended or modified without the prior written consent of both the City and the County. VI. If any clause, provision or section of this Agreement is ruled invalid or unenforceable by a court of competent jurisdiction, the invalidity or unenforceability thereof shall not affect any of the remaining clauses, provisions or sections hereof. INTERLOCAL COOPERATION AGREEMENT BETWEEN DENTON COUNTY AND CITY OF COPPELL -PAGE 2 30752 VII. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same documents. VIII. This Agreement shall be governed in all respects by the laws of the State of Texas. IN WITNESS WHEREOF, the City and the County have caused this Agreement to be executed by their duly authorized representatives pursuant to [ordinance or resolution 1 number _ of the City and Commissioners Court Order No. DENTON COUNTY, TEXAS CITY OF COPPELL, TEXAS Kirk Wilson, Denton County Judge ATTEST: Deputy, County Clerk APPROVED AS TO FORM: Candy Sheehan, Mayor ATTEST: IM Libby Ball, City Secretary APPROVED AS TO FORM: By: By: Assistant District Attorney INTERLOCAL COOPERATION AGREEMENT BETWEEN DENTON COUNTY AND CITY OF COPPELL -PAGE 3 Robert E. Hager, City Attorney 30752 Denton County Standing Committees Corporate Recycling Council Transportation Committee Safety/Loss Committee 911 Emergency Board Drug Free Work Place Industrial Development Commisvon County Representative National Association of Counties ' Trnsportation Committee Ow to December 21, 1999 Mr. Jim Witt, City Manager The City of Coppell 255 Parkway Blvd. Coppell, Texas 75019 SANDY JACOBS- DENTON COUNTY COMMISSIONER pEC � 3 �g99 RE: SH 121 State Infrastructure Bank Proposal and Interlocal Agreement Dear Mr. Witt: 'ty Finance Committee Tollroad Committee Lc-untv Task Force Co- Chairman SH 1907askForce County Representative FM 423 Extension County Representative Attached is a copy of the initial proposal to the Texas Transportation Commission regarding improvements to SH121. Denton County will make a presentation before the TTC on January 27, 2000 related to this proposal. The section within Dallas County identified as Section 13 in the cities of Coppell and Grapevine is awaiting environmental clearance. Once that occurs, Denton County and the partnership team will initiate similar steps to expedite its development and construction. Current estimates indicate that Section 13 will be environmentally cleared some time in late 2000. Denton County formally committed to the issuance of $8.25 million in bond funds for the SH 121 Main Lanes project on December 21, 1999. Attached is a draft Interlocal Cooperative Agreement (ICA) between Denton County and Coppell. Please take the necessary steps to ensure that Coppell acts to approve the ICA by January 11, 2000 so that Denton County and each city can present the strongest possible presentation to the TTC at its January 27th meeting. Should you have any questions, please do not hesitate to contact me at 972/492 -0139 or John Polster at 972/484 -2525. Sincerely, S Sandy Jacobs Denton County Commissioner, Prct. 2 Denton County Government Center -1029 W. Rosemeade Parkway - Carrollton, Toms 75007 Phone/Voice Mail: (972) 492-0139 - FAX: (972) 3944097 - e-mail sjacobs@co.denton.br.us PROPOSAL REGARDING SH 121 The Dallas District Office of the Texas Department of Transportation (TxDOT) in conjunction with Denton County is submitting this proposal regarding SH 121 main lane improvements from the Denton/Dallas County line to the Denton/Collin County line. The cities of The Colony, Carrollton, Lewisville, Flower Mound, Coppell and Grapevine have all taken official action in support of this project. The proposed actions for consideration are as follows: 1.) The Texas Transportation Commission to consider at its January 27, 2000 Commission meeting elevating the following projects from Long Range Planning to Priority Two Status: The elevation of these projects to Priority Two will permit the Dallas District, in conjunction with Denton County, to begin the engineering phase of these sections. 2.) The Texas Transportation Commission to consider at its January 27, 2000 Commission meeting preliminary approval of the State Infrastructure Bank (SIB) loan to Denton County in the amount of $10,000,000.00 for the purpose of funding the plans, specifications and estimates for specific sections of the SH 121 main lane project within Denton County. A complete application is attached. 3.) The Texas Transportation Commission to consider elevating the following projects to Priority One for funding in FY 2004. egend ., CSJ#Y,* Oft 'rr Cw�i ` t;Y� a A" v. stimateCost r r '�!' Y a N a w. • cal:IN cipahon r -a (Temp �CSJ #) t� :;�,k �:.h .+ -13 t '?"`r?'-'' Legead4 $20 Million �,`�1 (3547 -01 -901) 14A 3547 -03 -003 From: SH 121 N of Denton Creek, E $5.5 Million 0346 -03 -006 From: FM 544 To: Dallas C/L $0.0 Million 3547 -02 -004 From: Denton C/L $12.6 Million To: Denton C/L From: FM 423 $11.8 Million 3547 -01 -005 From: Dallas C/L $7.8 Million To: Collin C/L (3547 -01 -900) To: Lake Vista Drive Total Local Participation 14B 3547 -01 -005 From: Lake Vista Dr. $40.5 Million (3547 -01 -901) To: IH 35E 14C 3547 -01 -005 From: E of IH 35E $22.4 Million (3547 -01 -902) To: Existing SH 121 near FM 544 Total Estimated Cost $88.8 Million The elevation of these projects to Priority Two will permit the Dallas District, in conjunction with Denton County, to begin the engineering phase of these sections. 2.) The Texas Transportation Commission to consider at its January 27, 2000 Commission meeting preliminary approval of the State Infrastructure Bank (SIB) loan to Denton County in the amount of $10,000,000.00 for the purpose of funding the plans, specifications and estimates for specific sections of the SH 121 main lane project within Denton County. A complete application is attached. 3.) The Texas Transportation Commission to consider elevating the following projects to Priority One for funding in FY 2004. egend ., =- (TemP. +..c..t. x iat,x Esh_m�jA Coast N a w. • cal:IN cipahon r 14Bj 3547 -01 -005 From: Lake Vista Dr. $40.5 Million $20 Million (3547 -01 -901) To: IH 35E 15A 0346 -03 -006 From: FM 544 $5.2 Million $0.0 Million To: FM 423 034.6 -03 -067 From: FM 423 $11.8 Million $ 1.8 Million To: Collin C/L Total Local Participation $ 57.5 Million $21.8 Million (37.9°/x) 4.) The Texas Transportation Commission to consider elevating the following projects to Priority One for funding in FY 2005 '4 : =t1 i.•' *S7 • Miff , • ' • 7 8 L eapp e nC g m p iCSJ#� ; . 14A 3547 -03 -003 From: SH 121 N of $ 5.5 Million $ 2.0 Million Denton Creek, E To: Dallas C/L 3547 -02 -004 From: Denton C/L $ 12.6 Million $ 7.0 Million To: Denton C/L 3547 -01 -005 From: Dallas C/L $ 7.8 Million $ 5.0 Million (3547 -01 -900) To: Lake Vista Drive 14C 3547 -01 -005 From: E of IH 35E $ 22.4 Million $ 9.0 Million (3547 -01 -902) To: Existing SH 121 near FM 544 Totals $ 48.3 Million $ 23.0 Million (47.6 %) Representatives from Denton County would welcome the opportunity to meet with members of the Commission to brief them on the specifics of this proposal either individually or collectively. Dallas District representatives as well as Denton County representatives met with TxDOT Headquarters staff regarding this proposal on November 16, 1999. Your review and consideration of this proposal would be appreciated. \\ITS SERVER\ itshome\ITSData \Tohn\MyFiles\DENENH\I2RSH 121SIB\PROPOSAL REGARDING SH 121 SIB Loan.doc Denton County Standing Committees :orporate Recycling Council Transportation Committee Safety/I.osa Committee 911 Emergency Board Drug Free Work Place Industrial Development commission County Representative National Association of Counties Transportation Committee December 20, 1999 SANDY JACOBS DENTON COUNTY COMMISSIONER Mr. James Bass Director of Finance Texas Department of Transportation 125 E. 11 'h Street Austin, Texas 78701 Dear Mr. Bass: NCTCOG Reidonal Transportation Council Mobility Finance Committee Tollroad Committee SH 121 City/County Task Force Co- Chairman SH 190 Task Force County Representative FM 423 Extension County Representative Attached is a completed Application for Financial Assistance of $10,000,000.00 through the State Infrastructure Bank (SIB). The loan will be used for the purpose of funding the plans, specifications and estimates (PS &E) for the conversion of State Highway 121 to a six (six)lane freeway within Denton County. Denton County has worked to improve SH 121 since 1986. During this period the county has assisted TxDOT in each phase of the development of this critical roadway. Over the past year, the county has worked to create a partnership that includes the cities of The Colony, Carrollton, Lewisville, Coppell and Grapevine as well as the North Central Texas Council of Governments. Together, this partnership is prepared to commit $48,250,000.00 to the conversion of SH 121 to a freeway. The following represents the local participation in this project: Denton County $8,250,000.00 Five Cities $10,000,000.00 NCTCOG $30,000,000.00 $48,250,000.00 The SIB loan application accompanying this letter requests funding for the PS &E, which will be repaid from funds received from the five cities. Each city is committed to the conversion of SH 121 to a freeway section and their portion of that cost. However, all need the flexibility of providing those funds over a period of years. Denton County proposes to borrow the funds from the SIB and be responsible for their repayment. The County will in turn enter into interlocal cooperative agreements with each municipality for repayment to the County. Without the SIB loan, the cities' ability to fund their portion would be drastically reduced. Denton County Government Center -1029 W. Rosemeade Parkway - Carrollton, Texas 75007 Phone/Voice Mail: (972) 492-0139 - FAX: (972) 3944097 - e -mail: sjacobs@co.denton.tx.us fm Mr. James Bass December 20, 1999 Page Two Again, SH 121 is a critical roadway with strong local support. The SIB loan would ensure its timely completion of a project that is a key segment of a twenty five (25) mile roadway (see attached map). I appreciate your consideration of this request. Should you need any additional information, please do not hesitate to contact me at 972/492 -0139. Sincerely, S "Jacobs San� Denton County Commissioner, Prct. 2 cc: Denton County Commissioners Court DENTON COUNTY COMMISSIONERS COURT October 26 1999 Month Day Year 1!" Court Order Number: 99 -0 672 :I si 1j, 14.A) Approval of the State Highway Bypass mainlanes State Infrastructure Bank loan progress report and the following appropriate action: Authorize Sandy Jacobs to present the proposal to the Transportation Commission for preliminary approval as requested by Chairman Laney on 11- 18 -99; 2) Add to the present authority of the SIB team the finalization of the terms of the SIB loan and the development of the Interlocal Agreement Contracts for each city within our partnership; 1 3) Approve the entire funding and financing recommendation to fund, including the $10 million 91B Tnan and the $g-75 millinn RpttPr rnfer Rnndc funding. Motion by Judge Wilson Seconded by Comm. Krueger CountvJudoe Yes / Kirk Wilson Abstain _ No / Absent Commissioner Pct No 1 Yes / Commissioner Pct No 2 Yes / Jeff Krueger . Abstain _ Sandy Jacobs Abstain No _ No Absent Absent Commissioner Pct No 3 Yes // Commissioner Pct No 4 Yes Scott Armey Abstain James Carter Abstain_ No No _ Absent _ Absent _ r C) i Motion Carried Other Action: Pulled fr m Cons nt — No Action _ Postponed _ BY O ER OF C ONERS COURT: ATTEST: Cynthia Mitchell, County Clerk and Ex -0flicio Clerk or the Pres ng OtLcer Commissioners Court or Denton County, Texas APP OYED AS TO FORM: 1"Jim(LA 1r- L'l/ BY - Assistant District Attorney ep uty County Clerk State Infrastructure Ban' Texas Department of Transpof ration - Budget and Finance Division 125 E. 11" Street Austin, TX 78 70 1 -24 83 (512) 463-8684 Application for Financial Assistance FORM 1960 (10197) Please respond to the information requested In Sections 11 and I/I on a separate page. .)j: Se ction I -' 4llcatonnformatio Project Name: State Highway — 121 from Dallas/Denton County line Denton/Collin County iine Applicant Name: Denton County, Texas IRS Employer ID P: 75-6000920 Business Address: 110 W. Hickory, Denton, Texas 76201 streof city State ZIP 940-565-8688 Business Phone: 1-800-346-1689 BuslnessFax: 940-382-0845 Contact Person(s): The Honorable Sandy Jacobs, Denton County Commisio: The Honorable Kirk Wilson, Denton County 'Judge Contact's Phone: 972-492-0139 Contact's Fax: 972-394-4097 940-565-8688 ec o A S n 11:7'Financial Inf ormation j:.-' Requested Amount of Financial Assistance (Types, Terms) Including Any Reserve Funds See Attached Total Cost (estimate) of Project $105,800,000 Proposed Use of Requested Financial Assistance See Attached Proposed Pledge of Collateral or Security and Priority of Claim to Those Items Tax Notes issued pursua-nt to Gov. Code Chapt. 1431 Latest Bond Rating Obtained Using the Sources of Revenue Pledged, or Other Evidence of Creditworthiness Similar to that Required to Obtain a Bond Rating Standard & Poor's: AA Moodv's: Aa2 �An electronL: version is available at http://www.dot.state.tx.us Applicant Handbook - Version 1.0 page 11 16.10-97 19 ,er State Infrastructure Bank Texas Department of Transpot n - Budget and Finance Division 125 E. 11 Street, Austin, TX 78701 -2483 (512) 463 -8684 Application for Financial Assistance FORM 1960 (10/97) Please respond to the information requested in Sections 11 and 111 on a separate page. .s1.:'Section III- Proectlnfoimat T Project Highway Project Transit Project Description of project and its need including the potential Impact on traffic congestion and mobility. For highway projects: Please provide a preliminary design study which includes: • an Initial route and potential alignments; • the project's logical termini and Independent utility; • the location of all right -of -way, facilities and equipment required to make the project functional; and • revisions or changes to slate highway system facilities necessitated by the project. For transit projects: Please provide a preliminary scope study which shall include preliminary layouts, architectural drawings, equipment specifications, and other information necessary to fully describe the project and to comply with all reouirements of the Federal Transit Administration. certify that: - 'Section IV = :Staternent of Acknriwledgmentand Certification .' <rr�_ =` = -� I The project sponsor has the authority to request and Incur the debt described in this application, and upon approval, will enter into contract for the repayment of any financial assistance granted by the State Infrastructure Bank. The preliminary requirements have been completed as specified by the State Infrastructure Bank, and the project sponsor will comply with all applicable state and federal regulations and requirements. To the best of my knowledge all Information contained In this application Is valid and accurate and the submission of this application has been authorized by the governing b of the undersigned j\uris ' tion. 11` a Sandy Jacobs 'tint ar type name Denton CountyCommissioners Niue, Judsdicuon PC T 7`2 -- Please complete ALL sections of the application. Additional information may be requested. Applicant Handbook -Version 1.0 page 12 16-10.87 SECTION II - FINANCIAL INFORMATION REQUESTED AMOUNT OF FINANCIAL ASSISTANCE (TYPE AND TERMS) INCLUDING ANY RESERVE FUNDS: Applicant requests a State Infrastructure Bank (SIB) loan in the amount of $10,000,000.00. Applicant also requests a loan structure with a term of 7 years with interest only payments for the first year and level principal and interest payments for the remaining 6 years. It is proposed that this loan be at an annual percentage rate not to exceed 4.5 %. Applicant proposes to retain the right to prepay the loan at any time during the life of the loan. TOTAL COST (ESTIMATE) OF PROJECT: $105,800,000.00 PROPOSED USE FOR REQUESTED FINANCIAL ASSISTANCE: Applicant proposes to utilize the SIB loan proceeds to provide the Texas Department of Transportation with plans, specifications and estimates (ps &e) for specific sections of the SH 121 main lane project within Denton County. PROPOSED PLEDGE OF COLLATERAL OF SECURITY AND PRIORITY OF CLAIM TO THOSE ITEMS: Tax Notes issued pursuant to Government Code, Chapter 1431 LATEST BOND RATING: Standard & Poor's: AA Moody's: Aa2 SECTION III - PROJECT INFORMATION TYPE OF PROJECT: Highway Project DESCRIPTION OF PROJECT AND ITS NEED INCLUDING THE POTENTIAL IMPACT ON TRAFFIC CONGESTION AND MOBILITY: The proposed improvements to SH 121 include the section within Denton County as well as a section with in Dallas County. The overall project stretches from the Dallas/ Fort Worth International Airport to the City of McKinney. The projects associated with this SIB loan are the sections within Denton County. The different sections are depicted in the attached exhibit developed by the Dallas District Office of the Texas Department of Transportation (TxDOT). The following is a brief description of the proposed roadway improvements associated with County's SIB request for PS &E funds. Section 14a The proposed improvements from SH 121 north of Denton Creek to Lake Vista Drive are identified as Section 14a. Section 14a improvements (CSJ 3547 -3 -3; CSJ 3547 -2 -4; CSJ 3547 -1 -900) include the construction of six (six) main lanes as well as grade separations at Denton Tap Road and MacArthur. The estimated construction cost of Section 14a is $25,900,000.00. Section 14b The proposed improvement from Lake Vista Drive to East of IH 35E is identified as Section 14b. Section 14b improvement (CSJ 3547 -1 -901) includes the construction of a multi -level interchange at IH 35E. Both the Dallas District and NCTCOG consider this project to be the most critical in terms of congestion and regional mobility. The estimated construction cost of Section 14b is $40,500,000.00. Section 14c The proposed improvements from east of IH 35E to existing SH 121 near FM 544 are identified as Section 14c. Section 14c improvements (CSJ 3547 -1 -902) include the construction of six (six) main lanes as well as grade separations at Huff ines Blvd., Hebron Parkway and Carrollton Parkway. The estimated construction cost of Section 14c is $22,400,000.00. Section 15 The proposed improvements from FM 544 to the Denton/Collin County Line are identified as Section 15. Section 15 improvements (CSJ 364 -3 -66; CSJ 364 -3 -67) include the construction of six (six) main lanes as well as grade separations at Standridge Drive, FM 423 and Plano Parkway. The estimated construction cost of Section 15 is $17,000,000.00. DENTON COUNTY AUDITOR'S OFFICE 301 E. MCKiNNEY DEMON, TExas 76201 940/565 -8575 Fnx: 940/585-8681 November 1, 1999 State Infrastructure Bank Texas Department of Transportation 125 E. I I' Street Austin, Texas 78701 -2483 Sirs: This letter is to confirm to you that Denton County's current bond ratings are "AA" with Standard and Poors and "Aa2" with Moodys Investors Services. These bond ratings were reconfirmed by both ratings services in conjunction with the County's most recent bond issue during March, 1999. Sincerely, James A. Wells, CPA Denton County Auditor C:\mydocuments \word \commct \texdot rating letter Moody's Investors Service Global Credit Research Denton (County of) TX Contacts Douglas Benton 214 - 220 -4347 Anita Russell - Mushell 212 - 553 -0818 Moody's Rating Issue Certificates of Obligation, Series 1999A Sale Amount $13,290,000 Expected Sale Date 12/02199 Rating Description General Obligation Municipal Credit Research New Issue Report Published 24 Nov 1999 Rating Aa2 Tax Notes, Series 1999 Aa2 Sale Amount $2,060,000 Expected Sale Date 12/02/99 Rating Description General Obligation Moody's Assigns Aa2 To $15,350,000 of Denton County's General Obligation Issues Rating Affects $110.4 Million of Debt Opinion Moody's Investors Service has assigned a rating of Aa2 to Denton County's $13,290,000 Certificates of Obligation, Series 1999A and $2,060,000 Tax Notes, Series 1999. In conjunction with the current issue, Moody's has also affirmed the Aa2 rating on the county's $95 million of outstanding general obligation bonds. The Aa2 rating reflects the county's sizable and diverse economic base that has a growing labor force and low unemployment levels. Additionally, the rating considers the tax base and its strong annual growth that Moody's expects will remain as an offset to the below average debt amortization. Moody's rating also considers the county's financial operations, which continue to be maintained in a sound manner with comfortable reserve levels. The county's economic base is stable and diverse, comprised of a broad array of commercial and industrial businesses. The presence of the University of North Texas and Texas Women's University, two of the county's largest employers, adds stability to the county's economy. Resident wealth and income levels remain above average, while county unemployment (2.0% in September 1999) is half the state and national levels. The county's favorable location just north of the Dallas/Fort Worth area has contributed to substantial valuation and population gains. The county recorded an increase of $2.7 billion in taxable value over fiscal 1999 yielding an increase of 16.6% for the year. FY98 Undesignated General Fund balance: $10.0 million (22.8% of General Fund revenues) ® Copyright 1999 by Moody's Investors Service, 99 Church Street, New York, NY 10007. All rights reserved. ALL INFORMATION CONTAINED HEREIN IS COPYRIGHTED IN THE NAME OF MOODY'S INVESTORS SERVICE, INC. ( "MOODY'S "), AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT. All information contained herein is obtained by MOODY'S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, such information is provided "as is" without warranty of any kind and MOODY'S, in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness, completeness, merchantability or fitness for any particular purpose of any such information. Under no circumstances shall MOODY'S have any liability to any person or entity for (a) any loss or damage in whole or in part caused by, resulting from, or relating lo, any error (negligent or otherwise) or other circumstance or contingency within or outside the control of MOODY'S or any of its directors, officers, employees or agents in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any such information, or (b) any direct, indirect, special, consequential, compensatory or incidental damages whatsoever (including without limitation, lost profits), even if MOODY'S is advised in advance of the possibility of such damages, resulting from the use of or inability to use, any such information. The credit ratings, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY'S IN ANY FORM OR MANNER WHATSOEVER. Each rating or other opinion must be weighed solely as one factor in any investment decision made by or on behalf of any user of the information contained herein, and each such user must accordingly make its own study and evaluation of each security and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding or selling. Pursuant to Section 17(b) of the Securities Act of 1933. MOODY'S hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MOODY'S have, prior to assignment of any rating, agreed to pay to MOODY'S for appraisal and rating services rendered by it fees ranging from $1,000 to $1,500,000. MADE IN U.S.A Average annual growth in assessed valuation of property over the past five tax years (1995 -2000) is 12.3 %, and full value stands at a substantial $19.2 billion in 2000. The county's 400,195 population has increased by over 45% since 1990 and the county continues to mark significant new housing starts. Strong transportation access benefits county residents and businesses, and facilitates economic expansion. The county is well served by highway, air, and rail. Interstate 35 East and West serves much of the county while D -FW airport is five miles to the south of the county along with industrial airport Alliance, which is served by an extensive intermodal rail complex located partially within the county's southern border. The county maintains consistently strong financial operations and ample fund balance levels, given its primary revenue source of property taxes (70.4% of operating revenues in 1998). Fiscal year 1999 resulted in a decline of General Fund balances by $1.5 million to approximately $8.5 million, however this provides approximately 20% of General Fund revenues. The decline in fund balance is directly a result of litigation costs incurred in a border dispute with a neighboring county. Property taxes are the major source of revenue for the county, accounting for approximately two- thirds of total operating revenues, and tax rates are far below state limits for operations and debt service. Property tax collections on a current basis are strong, with an average annual collection rate of 98.7% over the past three years. Operational expenditures (General Fund and Debt Service) are budgeted to increase 7.5 million in fiscal year 2000, largely due to increased personnel and debt service costs. The county has budgeted a $4.5 million draw -down for fiscal 2000, however officials project using very little of this appropriated fund balance. The proceeds of the certificates will be utilized for public safety while the tax notes will provide funds for the acquisition of disposable capital assets. At this time county officials do not anticipate the issuance of additional debt until fiscal 2001 when approximately $25 million of the county's Better Safer Roads bond program will be needed. Debt burden at 4.7% has grown somewhat due to outstanding debt of related entities that continue to experience growth. The county's direct debt is modest at 0.6 %. Total bonded principal retirement will be 42% in ten years with a final maturity of all debt in fiscal 2026. The county has completed testing its systems for Year 2000 compliance. Officials do not anticipate problems with its mission critical systems. Outlook The outlook on the county's general obligation tax supported debt is stable based on Moody's expectation that healthy growth in taxable values and the county's economy will continue. In addition, Moody's expects future debt requirements will remain manageable given the expectation of ongoing assessed value growth and that debt structure will remain consistent with this rating category. Finally, financial operations are expected to remain well managed, providing financial flexibility to this growing county. KEY STATISTICS: 2000 estimated population: 400,195 Collin County Unemployment 9/99: 2.0% 2000 full valuation: $19.2 billion 2000 full value per capita: $47,864 Debt burden: 4.7% Principal Payout - 10 years: 42.8% 7 ' Standard & Poor's V A Division nlTheMeGr -Hil2Cumpmies Published by Standard & Poor's. a Division of The McGraw Hill Companies. Inc. Executive offices: 1221 Avenue of the Americas. New York. N.Y. 10020 Edrtowl otllcet 55 Water Sheet. New York. N.Y. 10041. Subscriber services: 12121438.2280. Copyright 1999 by The McGraw-Hill Companies, Inc. Reproduction in whole or m part prodb,led except by permission. 4-11f g pI.A ti i �P Denton County, Texas CREDIT PROFILE NEW RATING $13.29 mil certs of oblig set 1999 due July 1S, 2020 AA November 29,1999 $2.06 mil tax nts set 1999 due Dec 15, 2006 AA AFFIRMED Analysts: $30.56 mil GO bnds AA ,ndy Wippernian, Dallas OUTLOOK: STABLE .4- 871 -1421 RATIONALE Malachy Fallon, Dallas The rating on Denton County, Texas' debt is based upon a limited ad valorem tax obligation of 214- 871 -1402 Denton County and reflects: • A diversified economy and rapidly expanding tax base, • Above- average income levels despite a large student population, . Historically strong financial performance and position, and . Moderate debt levels with limited future capital nerds. The obligations and notes are payable from a maximum $0.80 per $100 assessed value tax levy. Denton County (population 400,915) is located in the northern part of the Dallas -Fort Worth MSA, and has experienced rapid growth as the metroplex has expanded northward. Colleges and institutions located in the county seat of Denton have been a stabilizing force for a diversifying economy as the road network has expanded to open the southern portion of the county for new development. Leading employers include the University of North Texas, Texas Women's University, Peterbilt Motors Co., Boeing Electronics, two hospitals, and government agencies. Property values have increased $6.9 billion over the past five years to a level of $19.2 billion for fiscal 2000, increasing at an average annual rate of 14 %, largely driven by residential development. Median household incomes exceed the state and the national averages by 30% and 23 %, respectively. Financial management has been historically strong as evidenced by general fund balances ranging from 32% to 16% of expenditures since fiscal year 1994. Audited results for fiscal year 1998 reflect an ending unreserved general fund balance of $10 million, or 23% of expenditures. Fiscal 1999 unaudited results reflect a $1.9 million drawdown of the general fund balance to $8.1 million, or 16% of expenditures, primarily due to higher- than - budgeted legal fees and lower interest rate earnings. The fiscal 2000 budget appropriates $4.7 million in general fund reserves; however, county management anticipates closing fiscal 2000 maintaining the current level of general fund balance. The continued growth in the tax base has enabled the city to adopt its sixth consecutive property tax rate cut in the fiscal year 2000 budget while maintaining healthy reserve levels. Standard & Poor's V A Division nlTheMeGr -Hil2Cumpmies Published by Standard & Poor's. a Division of The McGraw Hill Companies. Inc. Executive offices: 1221 Avenue of the Americas. New York. N.Y. 10020 Edrtowl otllcet 55 Water Sheet. New York. N.Y. 10041. Subscriber services: 12121438.2280. Copyright 1999 by The McGraw-Hill Companies, Inc. Reproduction in whole or m part prodb,led except by permission. Standard & Poor's PUBLIC FINANCE Overall debt levels are moderate at 52,433 per capita or approximately 5.1% of true value. These issues will fund Sl 1.5 for a jail expansion and S2 million for renovations to the county courts building, and are payable from ad valorem taxes, limited to a maximum of 50.30 per 5100 of assessed value. The county adopted a 50.19739 per $100 AV operations and maintenance tax rate in fiscal 2000, well below the $0.30 state constitutional limit. Voters authorized S35 million in road improvement bonds in January 1999, of which $65.3 million is outstanding. The county plans to issue these bonds over a period of six years, enabling it to service the debt without a property tax increase OUTLOOK The outlook reflects the expectation that the strong growth in the tax base will be sustained and that the sound financial position of the county will be maintained. CREDIT PROFILE . November 29, 1999 WT STATE OF TEXAS COUNTY OF DENTON RECEIVED FEB 092% 313 RECORDS CENTER CITY OF COPPELL INTERLOCAL COOPERATION AGREEMENT �- THIS INTERLOCAL COOPERATION AGREEMENT is made and entered into as of the day of 2000, by and between the City of Coppell ( "City "), acting by and through its ity�il, ayd Denton County, Texas (the "County„). WITNESSETH: WHEREAS, the County and the City desire to enter into an agreement for the design, construction and improvement of Section 13 of State Highway 121, CSJ- 364 -2 -17 and 364 -3 -64 (the "Project "). WHEREAS, the Interlocal Cooperation Act, codified as V.T.C.A., Government Code, Chapter 791 (the "Act "), provides authorization for any local government to contract with one or more local governments to perform governmental functions and services under the terms of the Act; and WHEREAS, the County has filed an application with the Texas Department of Transportation to obtain a $10,000,000 loan from the State Infrastructure Bank (the "SIB Loan ") to fund a portion of the Project, including, particularly the engineering therefore; WHEREAS, the City has heretofore expressed its support of the Project and the funding of a portion of the costs of said Project; WHEREAS, to enable the County to perform certain functions related to the Project, the City has heretofore agreed to pay to the County a total amount of $ 2,000,000 payable in five equal annual installments of $ 400,000 each as hereinafter provided; WHEREAS, the parties hereto agree that if the SIB Loan is not made or the conditions provided herein have not been met on or before October 1, 2000, the City reserves the right to withdraw its commitment under this Agreement; WHEREAS, the City and the County have both found and determined and do hereby find and determine that the Project is in the best interests of the citizens of both the City and the County; NOW, THEREFORE, in consideration of the premises and covenants herein contained, the City and the County agree as follows: INTERLOCAL COOPERATION AGREEMENT BETWEEN DENTON COUNTY AND CITY OF COPPELL -PAGE 1 30752 S 0 I. The provisions of this Agreement contained in the preambles set forth above are hereby incorporated by reference as if fully set forth in the body of this Agreement and shall become and are hereby made a part of this Agreement for all purposes. II. The City hereby agrees to pay, when the Project reaches priority 2, the County the sum of Two Million Dollars ($2,000,000.00) (the "City Commitment ") payable in annual installments of Four Hundred Thousand Dollars ($400,000.00) on or before October 1 of the year priority 2 is reached and each October 1 thereafter until fully paid. The County agrees to provide and perform governmental functions and services as permitted by the Act in connection with the Project. In addition, the City reserves the right to withdraw and cancel the City Commitment in the event the County has not received the SIB Loan proceeds by or before October 1, 2000. NO interest shall be charged to the City in connection with the installment payments of the City Commitment. The City hereby reserves the right to prepay the City Commitment at any time during the term of this Agreement, without penalty. In the event the Project does not achieve priority one status by TXDOT by October 1, 2002, the City shall be refunded any payments made under the terms of this Agreement. III. The City Commitment shall be paid only from current revenues of the City as those revenues exist from time to time. IV. This Agreement shall be for a term of six (6) years or until the City Commitment is paid in full, whichever is less. V. This Agreement may not be amended or modified without the prior written consent of both the City and the County. VI. If any clause, provision or section of this Agreement is ruled invalid or unenforceable by a court of competent jurisdiction, the invalidity or unenforceability thereof shall not affect any of the remaining clauses, provisions or sections hereof. INTERLOCAL COOPERATION AGREEMENT BETWEEN DENTON COUNTY AND CITY OF COPPELL -PAGE 2 30752 VII. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same documents. VIII. This Agreement shall be governed in all respects by the laws of the State of Texas. IN WITNESS WHEREOF, the City and the County have caused this Agreement to be executed by their duly authorized representatives pursuant to fordinance or resolution 1 number _ of the City and Commissioners Court Order No. Gam- Gtp 3 . DENTON COUNTY, TEXAS CITY OF COPPELL, TEXAS '_'p5t' / , j /"'k r, ( Y G Kirk Wilson, Denton County Judge : `aryiss, Candy Shy r^ 3 ATTEST: �Gt ST: By: Deputy, County Clerk Libby B APPROVED AS TO FORM: :.. By:�L�yl��'�Gti{ L�(%Ga / 1 �Fu4 By: Assistant District Attorney , iviayor City Secretary INTERLOCAL COOPERATION AGREEMENT BETWEEN DENTON COUNTY AND CITY OF COPPELL -PAGE 3 30752