EXHIBIT B 

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Exhibit B Page 1 of 11
(12)

CERTIFICATE OF SECRETARY OF THE AUTHORITY

AS TO PUERTO RICO INFRASTRUCTURE BANK AGREEMENT

I, William G. Rios Maldonado, Secretary of Puerto Rico Highways and Transportation

Authority (the "Authority"), DO I-I_b_RY CERTIFY, that attached hereto is a true and correct

copy of the Puerto Rico Infrastructure Bank Agreement, dated as of June 12, 1998 (the "Bank

Agreement"), by and among the Authority, the Puerto Rico Department of Transportation and

Public Works and Government Development Bank for Puerto Rico, as trustee of the Puerto Rico

State Infrastructure Bank Trust Fund, the execution and delivery of which by the Executive

Director of the Authority was ratified, approved and confirmed by the Secretary of Transportation

and Public Works of the Commonwealth of Puerto Rico on July 23, 1998 by resolution duly

adopted on said date.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the

Authority, this sixth day of August, 1998.

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Exhibit B Page 2 of 11
EXECUTION COPY

PUERTO R/CO INFRASTRUCTURE BANK AGREEMENT

among

PUERTO RICO DEPARTMENT OF TRANSPORTATION AND PUBLIC WORKS

and

PUERTO RICO HIGHWAYS AND TRANSPORTATION AUTHORITY

GOVERNMENT DEVELOPMENT BANK FOR PUERTO RICO

Dated as of June 12, 1998

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TABLE OF CONTENTS

Page

Section 101. Establishment of Trust Fund .................................................... 2

Section 102. Establishment of Accounts ....................................................... 2

Section 103. Investments ......................................................................... 2

Section 104. Application of Funds on Deposit ............................................... 2

Section 105. Reports .............................................................................. 3

Section 106. Cooperative Agreement .......................................................... 3

Section 107. Termination of Agreement ....................................................... 3

Section 108. Limited Obligation of GDB ................... ................................... 3

Section 109. Certain Duties and Responsibilities of GDB .................................. 4

Section 110. Certain Rights of GDB ........................................................... 5

Section 111. Notices .............................................................................. 5

Section 112" Fees and Expenses ................................................................ 5

Section 113. Duties and Obligations of GDB ................................................. 6

Section 114. Agreement Not for the Benefit of Other Parties ............................. 6

f_ Section 115. Captions " .6

Section 116. Successors and Assigns ........................................................... 6

Section 117. Severability ......................................................................... 6

Section I18. Amendments ........................................................................ 6

Section 119. Governing Law .................................................................... 6

_/ Section 120. Execution in Counterparts ....................................................... 6

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PUERTO R/CO INFRASTRUCTURE BANK AGREEMENT

THIS PUERTO RICO INFRASTRUCTURE BANK AGREEMENT (this

"Agreement") is entered into as of the 12_ day of June, 1998, by and among the Puerto Rico

Department of Transportation and Public Works (the "Department"), a department of the

Government of Puerto Rico ("Puerto Rico"), represented herein by the Secretary of the

Department of Transportation and Public Works (the "Secretary"), Dr. Carlos I. Pesquera, of

legal age, married, engineer and resident of San Juan, Puerto Rico, the Puerto Rico Highways

and Transportation Authority ("PRHTA "), a public corporation and government

instrumentality of Puerto Rico, represented herein by its Executive Director, Dr. Sergio L.

Gonz_ilez, of legal age, single, engineer and resident of San Juan, Puerto Rico, under the

authority of Act No. 74 of the Legislature of Puerto Rico, approved June 23, 1965, as

amended (9 L.P.R.A. §2001 et seq.), particularly by Act No. t of the Legislature of Puerto

Rico, approved March 6, 1991, and the Reorganization Plan Number 6 of 1971 (32 L.P.R.A.,

App. III, Article VI), and Government Development Bank for Puerto Rico ("GDB"), a

corporation and governmental instrumentality of Puerto Rico, represented herein by its

President, Marcos Rodriguez-Ema, Esquire, of legal age, married, attorney and resident of San

Juan, Puerto Rico, under authority of Act No. 17 of the Legislature of Puerto Rico, approved

September 23, 1948, as amended (7 L.P.R.A. §551, et seq.).

WHEREAS, the Department and PRHTA have previously entered into a Cooperative

Agreement, dated as of December 22, 1997 (the "Cooperative Agreement"), with the Federal

__ Highway Administration ("FHWA') and the Federal Transit Administration ("FTA'), both of

which are agencies of the United States Department of Transportation ("USDOT"), pursuant to

Section 350 of the National Highway System Designation Act of 1995 (the "NHS Act"),

Public Law 104-59, 23 U.S.C. §I01 note, and Article 133, Political Code of 1902, as amended

(3 L.P.R.A. §411, et seq.), and Act No. 74 of the Legislature of Puerto Rico, approved June 23, 1965, as amended (9 L.P.R.A. §2001, et seq.); and

WHEREAS, pursuant to the Cooperative Agreement, the Department and PRHTA are

authorized to establish a State Infrastructure Bank ("SIB") for Puerto Rico in accordance with

the provisions of the NHS Act; and

WHEREAS, the Department, as administrator of the SIB under the Cooperative

Agreement, and PRHTA, as custodian of the SIB under the Cooperative Agreement, desire to

have the funds constituting the SIB held by GDB, as trustee and as fiscal agent; and

WHEREAS, GDB is willing to act as trustee of the SIB, and to accept for deposit in the

SIB the funds provided by FHWA and FTA, and matching share funds provided by the

Department and PRHTA, and any other funds that may be deposited at the direction of the

Secretary, pursuant to and in accordance with the NHS Act and the Cooperative Agreement;

NOW, THEREFORE, the Department, PRHTA and GDB agree as follows:

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Section 101. Establishment of Trust Fund. An irrevocable trust fund is hereby

created and designated the "Puerto Rico State Infrastructure Bank Trust Fund" (the "Trust

Fund"). The moneys in the Trust Fund shall be held in the custody of GDB in trust, separate

and apart from all other funds of the Department, PRHTA and GDB and shall be applied as

hereinafter provided and as set forth in the Cooperative Agreement and the NHS Act. There

shall be deposited to the credit of the Trust Fund all moneys provided by FHWA and FTA as

eligible for deposit in the SIB, and all matching share and other moneys provided by the

Department and PRHTA as directed by the Secretary.

Section 102. Establishment of Accounts. There are hereby created two separate

accounts within the Trust Fund, designated the "Highway Account" (the "Highway Account")

and the "Transit Account" (the "Transit Account"). Funds received by GDB for deposit in the

Trust Fund shall be deposited in either the Highway Account or the Transit Account, as

directed by the Secretary. GDB shall establish additional accounts within the Trust Fund, and

subaccounts within any account, as may be directed by the Secretary from time to time.

Section 103. Investments Amounts on deposit in the Trust Fund shall be invested and

reinvested by GDB pursuant to the written directions of the Secretary in (i) direct obligations

of the United States Government, (ii) time deposits, certificates of deposit or similar

arrangements with GDB or any bank or trust company which is a member of the Federal

Deposit Insurance Corporation, having a combined capital and surplus of not less than

$100,000,000, or (iii) such other financing instruments as the United States Secretary of

Transportation may approve, all in accordance with Subsection 350(e) of the NHS Act and the

__ NHS SIB Guidelines (as defined in the Cooperative Agreement) (collectively, the

• Trust "Investments." Fund shall ) beInvestments deemed atsoallpurchased times to beaspart an investment of such account of mone unless ys inotherwise any account directed of thein

writing by the Secretary. The interest accruing thereon and any profit realized from such

beinvestment charged shall to such be credited account.to such GDBaccount, shall sell and oranypresent los resulting for payment from suchor investment redemption shall any

obligation so acquired whenever it shall be necessary so to do in order to provide moneys to

meet any payment from such account. GDB, PRHTA and the Department, or any officer or

agent of any thereof, shall not be liable or responsible for any loss resulting from any such

Investment. If GDB receives moneys and has not received directions from the Secretary

regarding the investment of such funds, GDB shall invest such moneys in Investments

described in clause (i) of this section.

The Secretary is hereby authorized to direct GDB to transfer any interest earnings or

any profit realized from investments of earnings on any account in the Trust Fund as follows:

(1) to any debt service account established for any bonds that may be issued by PRHTA from

time to time secured in whole or in part by the SIB, or (b) to any other account in the Trust

Fund.

Section I04. Application of Funds on Deposit. GDB shall apply the moneys held to

the credit of any account in the Trust Fund upon written direction of the Secretary. The

Secretary shall only authorize GDB to apply such moneys in accordance with the NHS Act and

the Cooperative Agreement. If directed by the Secretary, GDB shall enter into one or more

agreements with trustees, fiscal agents or other fiduciaries for obligations secured in whole or

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in part by the SIB, which agreements shall govern the application of moneys on deposit in the

Trust Fund.

Section 105. Reports. (a) It shall be the duty of GDB, on or about the 10_ day of

each month, to file with the Department and PRHTA a statement setting forth in respect of the

preceding calendar month:

(i) the amount withdrawn or transferred by it and the amount deposited with

it on account of each account within the Trust Fund held by it under the provisions of

this Agreement;

(ii) the amount on deposit with it at the end of such month to the credit of

each such account;

(iii) a brief description of all obligations held b), it as an investment of

moneys in each such account; and

(iv) any other information which the Department or PRHTA may reasonably

request.

(b) "No later than November 1 of each year, commencing on November 1, 1998,

GDB shall submit an annual report to the Department and PRHTA setting forth the dates and

amounts period of all deposits into and withdrawals from the Trust Fund by account, for the

twelve months (or shorter, in the case of the first such report) ending with the preceding

September 30, and a description of any agreements GDB has executed with respect to the

application of SIB funds during such twelve-month period.

(c) GDB agrees to provide promptly to the Department, PRHTA, FHWA, FTA,

USDOT or the Comptroller General of the United States (or representative thereof), any other

records they may reasonably require, all as provided in the Cooperative Agreement.

(d) All records and files pertaining to the trusts hereunder in the custody of

GDB shall be open at all reasonable times to the inspection of the Department or PRHTA and

its agents and representatives. GDB agrees to maintain and retain all official records relating

to the Trust Fund until the termination of this Agreement. Records related to the Trust Fund

shall be disposed of in accordance with the Cooperative Agreement.

Section 106. Cooperative Agreement. The Department and PRHTA represent that

they have provided to GDB a true and correct copy of the Cooperative Agreement in effect as

of the date hereof, and shall provide to GDB, promptly following the execution thereof, any

amendment to the Cooperative Agreement executed by the Department and PRHTA from time

to time.

Section 107. Termination of Agreement. This Agreement shall terminate upon receipt

by GDB of written instructions from the Secretary to terminate this Agreement.

Section 108. Limited Obligation of GDB. The obligation and liability of GDB to

make the payments and transfers required by this Agreement shall be limited to the moneys and

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Investments on deposit with it pursuant to this Agreement. GDB shall have no lien on the

moneys and Investments in the Trust Fund.

Section 109. Certain Duties and Responsibilities of GDB.

(a) GDB undertakes to perform such duties and only such duties as are

specifically set forth in this Agreement, and no implied covenants or obligations shall be read

into this Agreement against GDB.

(b) In the absence of bad faith on its part, GDB may conclusively rely, as to the

truth of the statements and the correctness of the opinions expressed therein, upon certificates

or opinions furnished by the Department and PRHTA that conform to the requirements of this

Agreement.

(c) No provision of this Agreement shall be construed to relieve GDB from

liability for its own negligent action, its own negligent failure to act, or its own willful

misconduct, except that:

(i) this subsection shall not be construed to limit the effect of paragraphs (a)

and (b) of this Section 109;

(ii) GDB shall not be liable for any error of judgement made in good faith by

the chairman or vice-chairman of its board of directors, the chairman or vice-chairman

of the executive committee of its board of directors, the president, any vice president,

the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier,

any assistant cashier, any trust officer or assistant trust officer, the controller and any

j assistant controller or any other officer or employee of GDB customarily performing

\ functions similar to those performed by any of the above designated officers, or with

respect to a particular matter, any other officer or employee to whom such matter is

referred because of his knowledge of and familiarity with the particular subject, unless

it shall be proved that GDB was negligent in ascertaining the pertinent facts;

(iii) GDB shall not be liable with respect to any action taken or omitted to be

taken by it in good faith in accordance with the direction of the Department, PRHTA,

or the Secretary; and

(iv) no provision of this Agreement shall require GDB to expend or risk its

own funds or otherwise incur any financial or other liability, directly or indirectly, in

the performance of any of its duties hereunder, or in the exercise of any of its rights or

powers, if it shall have reasonable grounds for believing that repayment of such funds

or adequate indemnity against such risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, every provision, of this

Agreement relating to the conduct or affecting the liability of or affording protection to GDB

shall be subject to the provisions of this Section 109.

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Section 1I0. Certain Rights of GDB. Except as otherwise provided in Section 109:

(a) GDB may rely and shall be protected in acting or refraining from acting

upon any resolution, certificate, statement, instrument, opinion, report, notice, request,

direction, consent, order, bond, note or other paper or document believed by it to be genuine

and to have been signed or presented by the proper party or parties.

(b) Any request, direction or statement of the Department, PRHTA or the

Secretary mentioned herein shall be sufficiently evidenced by a certificate duly executed by an

authorized officer of the Department or PRHTA, or by the Secretary;

(c) Whenever in the administration of this Agreement GDB shall deem it

desirable that a matter be proved or established prior to taking, suffering or omitting any action

hereunder, GDB (unless other evidence be herein specifically prescribed) may, in the absence

of bad faith on its part, rely upon a certificate duly executed by an authorized officer of the

Department or PRHTA or by the Secretary.

(d) GDB may consult with counsel or an independent auditor, and the written

advice of such counsel or independent auditor shall be full and complete authorization and

protection in respect of any action taken, suffered or omitted by it hereunder in good faith and

in reliance thereon.

(e) GDB shall not be bound to make any investigation into the facts or matters

stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,

direction, may make consent, such further order,inquiry bond,ornote investigation or other paper into such or document, facts or matters but GDB, as it may in itsseediscretion, fit, and,

if GDB shall determine to make such further inquiry or investigation, it shall be entitled to

examine the books, records and premises of the Department and PRHTA personally, or by

agent or attorney.

(f) GDB may execute any of the trusts or powers hereunder or perform any

duties hereunder either directly or by or through agents or attorneys, and GDB shall not be

responsible for any misconduct or negligence on the part of any agent or attorney appointed

with due care by it hereunder.

Section 111. Notices. All notices to the Department, PRHTA and GDB shall be in

writing and shall be deemed sufficiently given if sent by registered or certified mail, postage

prepaid, or delivered during a business day as follows: to the Department at Minillas

Government Center, P.O. Box 41269, Santurce, Puerto Rico, attention of the Secretary; to

PRHTA at Minillas Government Center, P.O. Box 42007, Santurce, Puerto Rico, attention of

the Executive Director; and to GDB at Minillas Government Center, P.O. Box 42001,

Santurce, Puerto Rico, attention of the President.

Section 112. Fees and Expenses. The Department shall pay when billed all

reasonable fees and expenses of GDB under this Agreement, and shall also pay all reasonable

expenses, charges and other disbursements of its attorneys, agents and employees incurred in

and about the administration and execution of the trusts hereby created and the performance of

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its powers and duties hereunder, and shall indemnify and save GDB harmless against any

liability which it may incur in the exercise and performance of its powers and duties

hereunder.

Section 113. Duties and Obli_ations of GDB. GDB agrees to perform all the duties

and obli.gations imposed upon it by this Agreement, as well as those that may be contained in

any agreement referred to in Section 104 hereof.

Section 114. Agreement Not for the Benefit of Other Parties. This Agreement is not

intended for the benefit of and shall not be construed to create rights in parties other than the

Department, PRHTA, GDB, FHWA and FTA.

Section 115. Captions. The captions and table of contents of this Agreement are for

convenience of reference only and shall not affect the construction hereof.

Section 116. Successors and Assigns. The rights and obligations of the parties to this

Agreement shall inure to and be binding upon their respective successors and assigns.

Section 117. Severabiliry. If any one or more of the covenants or agreements

provided in this Agreement on the part of the Department, PRHTA or GDB to be performed

should be determ_ed by a court of competent jurisdiction to be contrary to law, such covenant

or agreement shall be deemed and construed to be severable from the remaining covenants and

agreements herein contained and shall in no way affect the validity of the remaining provisions

of this Agreement.

Section 118. Amendments. To the extent permitted by law, the terms of this

Agreement shall not be waived, altered, modified, supplemented or amended in any manner

whatsoever except by written instrument signed by the parties hereto, and then such waiver,

consent, modification or change shall be effective only in the specific instance and for the

_ specific purpose given.

Section 119. Governing Law. This Agreement shall be construed and interpreted in

accordance with the laws of Puerto Rico and any suits and actions arising out of this

Agreement shall be instituted in a court of competent jurisdiction in Puerto Rico.

Section 120. Execution in Counterparts. This Agreement may be executed in several

counterparts, each of which shall be deemed to be an original; but such counterparts together

shall constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed under seal by their proper officers thereunto duly authorized as of the day and year

first above written.

(Seal) PUERTO RICO DEPARTMENT OF

TRANSPORTATION AND PUBLIC WORKS

By _-,.,. 1_.--__

Dr. Carlos I. Pesquera

Title: Secretary

(Seal) PUERTO RICO HIGHWAYS AND

TRANSPORTATION AUTHORITY

BYte z

Ti_: yecutiverirector

_ov_y,_o/

M_os _,o_guez-Ema

T/ille: P_ gident

7

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