Finance SIB # 52016-002-01

Nueces County (Corpus Christi District)

CSJ #0101-06-095
-

THE STATE OF TEXAS

COUNTY OF TRAVIS

STATE INFRASTRUCTURE BANK

LOAN AGREEMENT
This State Infrastructure Bank Loan Agreement (Agreement) is made by and
between the Texas Transportation Commission acting by and through the Texas
Department of Transportation (Department), an agency of the State of Texas (State), and
Nueces County (Borrower), a political subdivision of the State of Texas, located in Nueces
County, Texas, acting by and through its Commissioners Court.

WITNESSETH
WHEREAS, the Secretary of Transportation of the United States Department of
Transportation is authorized by the National Highway System Designation Act (Section
350 of Public Law 104-59) to enter into cooperative agreements with certain states,
including Texas, to establish a state infrastructure bank for the purpose of making loans
and providing other financial assistance to public and private entities, so as to encourage
public and private investment in transportation facilities, expand the availability of funding
for transportation projects, and reduce state costs; and
WHEREAS, the Texas Legislature established the State Infrastructure Bank (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 Department and the Borrower together are developing a project,
together with other entities and political subdivisions, in Nueces and San Patricio Counties,
Texas to design and construct the US 181 Harbor Bridge Replacement Project, which
includes the construction of the new Harbor Bridge and portions of US Highway 181 (US
181), Interstate Highway 37 (1-37), Crosstown Expressway (SH 286), the connection of
Upper and Lower Broadway Street to 1-37 and the demolition of the existing Harbor Bridge
in Corpus Christi, Texas (Project). The Project limits extend both north-south along US
181 and the Crosstown Expressway and east-west along 1-37 and include: US 181 at
Beach Avenue on the north; Crosstown Expressway at Laredo Street on the south; 1-37
and Nueces Bay Boulevard on the west; and 1-37 and Mesquite Street on the east side
with a total length of 6.44 miles, identified as CSJ #0101-06-095.
WHEREAS, the Borrower is providing cost participation to TxDOT in the amount of
Twelve Million Dollars ($12,000,000) for its portion of the Project pursuant to that certain
"Local Project Advance Funding Agreement for Voluntary Local Government Contributions
to Transportation Improvement Projects With No Required Match" dated December 23,
2014, as amended (LPAFA); and
1

Finance SIB #S2016-002-01

Nueces County (Corpus Christi District)
CSJ #0101-06-095
-

WHEREAS, the Borrower is a public entity in Texas and is authorized by law to

construct, maintain, or finance the Borrower's portion of the Project and may borrow
money from the SIB under Texas Transportation Code 222.0745 for that purpose; and
WHEREAS, in accordance with 43 TAC 6.23, the Borrower submitted an
application to the Department seeking to borrow Twelve Million Dollars ($12,000,000) from
the SIB to pay for Borrower's portion of the Project; and
WHEREAS, In accordance with 43 Texas Administrative Code (TAC) 6.32(c)(2):
(1) the Project is consistent with the Statewide Long-Range Transportation Plan; (2) the
Project is not in a Clean Air Act non-attainment area; (3) the Project will improve the
efficiency of the State's transportation systems; (4) the Project will expand the availability
of funding for transportation projects or reduce direct State costs; and (5) the application
shows that the Project and the applicant are likely to have sufficient revenues to assure
repayment of the financial assistance; 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 Department's environmental rules in 43 TAC Chapter 2, has been
conducted and the Project was cleared pursuant to a Record of Decision issued by the
Federal Highway Administration on January 8, 2016; and
WHEREAS, the Borrower passed a Resolution on June 24, 2015, authorizing the
SIB loan application in the amount of up to Twelve Million Two Hundred Thousand Dollars
($12,200,000). The above-referenced resolution is attached hereto as Exhibit A; and
WHEREAS, in accordance with 43 TAC 6.32, the Department reviewed, analyzed,
and found the application to be in compliance with the requirements of 43 TAC Chapter 6;
and
WHEREAS, the Texas Transportation Commission, in Minute Order No. 114398
dated October 29, 2015, attached hereto as Exhibit B, granted final approval of the
application from the Borrower to borrow up to Twelve Million Dollars ($12,000,000) from
the SIB, and authorized the Executive Director of the Department or his designee to enter
into a financial assistance agreement with the Borrower to finance the Borrower's portion
of the Project; and
WHEREAS, the Borrower also passed a Resolution on March 23, 2016, authorizing
the Borrower's County Judge, County Auditor, and County Clerk to enter into this
Agreement for a loan in the amount of Twelve Million Dollars ($12,000,000), attached
hereto as Exhibit C; and
WHEREAS, the Borrower will repay the loan with funds other than federal funds

Page 2 of 12

Finance SIB #S2016-002-01

Nueces County (Corpus Christi District)
CSJ #0101-06-095
-

NOW, THEREFORE, the Department and the Borrower agree as follows:

AGREEMENTS
Article 1. Financial Assistance.
SIB Loan. The Department, on behalf of the Commission, will make a loan to the
A.
Borrower in the amount of Twelve Million Dollars ($12,000,000) from the SIB (SIB Loan) to
finance the actual costs of the Borrower's portion of the Project.
SIB Loan Disbursement. On each of the four "Loan Draw" dates shown on Exhibit
B.
D, the Department will transfer the amount of Three Million Dollars ($3,000,000), for a total
of Twelve Million Dollars ($12,000,000) from the SIB (SIB Loan Proceeds) to the Borrower
for deposit in the Borrower's depository bank Frost Bank, located in Corpus Christi, Texas,
into an account established by the Borrower with its depository bank or investment pool as
prescribed by State law (Project Account). The Borrower shall use the SIB Loan Proceeds
for payment of the Borrower's actual costs of its cost participation in the Project pursuant
to the LPAFA. The Borrower shall not use the SIB Loan Proceeds for any purpose other
than that described in this Agreement.
The investment of any SIB Loan Proceeds shall be handled in a manner that complies with
the Public Funds Investment Act, Texas Government Code, Chapter 2256. The SIB Loan
Proceeds shall be adequately collateralized in a manner that complies with the Public
Funds Collateral Act, Texas Government Code, Chapter 2257. The depository bank shall
not commingle funds in the Project Account with any other funds held by the depository
bank or the investment pool. If, during the course of this Agreement, the Borrower wishes
to changes its depository bank or investment fund, the Borrower shall obtain the
Department's approval prior to the transfer of any remaining SIB Loan Proceeds or any
other funds into an equivalent account in the new depository bank or investment fund,
subject to the same security and fund segregation requirements described in this
Agreement.
C.

Security Provisions.

Pledge of Tax Revenues. The Borrower hereby covenants and agrees to

(1)
secure and repay the SIB Loan and accrued interest hereon pursuant to the terms of this
Agreement from the Borrower's ad valorem tax revenues, and that the Department has a
contractual right to and pledge of such revenues to guarantee repayment. The Borrower
hereby agrees that during each year while the SIB Loan is outstanding and unpaid, the
Borrower shall compute and ascertain a rate and amount of ad valorem tax, within the
limitations prescribed by law, that will be sufficient to raise and produce the funds required
to pay the interest on the SIB Loan as such interest comes due, and to provide and
maintain a sinking fund adequate to pay the principal of the SIB Loan as such principal
matures (but never less than 2% of the original principal amount of the SIB Loan as a
sinking fund each year); and said tax shall be based on the latest approved tax rolls of the
Borrower, with full allowance being made for tax delinquencies and the cost of tax
collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered
to be levied, against all taxable property within the Borrower's jurisdiction for each year
Page 3 of 12

Finance SIB #S2016-002-01

Nueces County (Corpus Christi District)
CSJ #0101-06-095
-

while any of the SIB Loan is outstanding and unpaid; and said ad valorem tax shall be
assessed and collected each such year and deposited to the credit of the Interest and
Sinking Fund (defined below). Said ad valorem taxes sufficient to provide for the payment
of the interest on and principal of the SIB Loan, as such interest comes due and such
principal matures, are hereby pledged to such payment, within the limits prescribed by law.
(2)

Perfection of Security Interest.

In order to preserve to the Department the perfection of the security interest on the pledge
of revenues in Article 1C.(1) of this Agreement, the Borrower agrees to take such
measures as it determines are reasonable and necessary under State law to comply with
the applicable provisions of Chapter 9, Texas Business and Commerce Code, and enable
a filing to perfect the security interest in said pledge to occur.
Loan Repayment. The SIB Loan is to be repaid over a period of no more than
D.
twenty-five (25) years, in accordance with the amortization table attached to this
Agreement as Exhibit D. Principal due on the SIB Loan shall be due annually on each
principal payment date as shown on Exhibit D attached hereto (each a "Principal Payment
Date"), and in the amounts (each a "Principal Payment") as shown on Exhibit D attached
hereto.
The SIB Loan shall bear interest from the initial "Loan Draw" Date as shown on Exhibit D
at the rate of 3.47% per annum (the "Loan Rate"), such interest to be calculated on the
basis of a 360-day year composed of twelve 30-day months (each an "Interest Payment").
Interest Payments will be due annually on each of the dates and 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.
Draw of Funds from Proiect Account, SIB Loan funds in the Project Account shall
E.
only be drawn upon by the Borrower and used for Project costs as described in this
Agreement. 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 Borrower, and all such
requisitions and Project costs shall be subject to the review and approval of the
Department.
Interest and Sinking Fund. The Borrower shall establish at its depository bank a
F.
SIB Loan Interest and Sinking Fund. Interest Payments due on the SIB Loan and each
Principal Payment due on the SIB Loan shall be deposited into this Interest and Sinking
Fund by the Borrower prior to each Payment Date. On or before each Payment Date, the
Borrower shall cause its depository bank to transfer from the SIB Loan Interest and Sinking
Fund to the Department, the applicable Interest Payment and/or Principal Payment as set
forth in this Agreement.
Advances. The repayment of all or any portion of the SIB Loan shall not entitle the
G.
Borrower to any subsequent advances from the Department, nor shall the Department
Page 4 of 12

Finance SIB #52016-002-01

Nueces County (Corpus Christi District)
CSJ #0101-06-095
-

have any obligation to advance to or for the benefit of the Borrower any amount in excess
of the SIB Loan.
H.

Prepayment.

Voluntary Prepayment. Principal due on the SIB Loan and interest accrued
(1)
at the Loan Rate through and including the date of prepayment may be prepaid by the
Borrower without penalty, in whole or in part, on any business day.
Mandatory Prepayment. Should the Project or this Agreement be terminated
(2)
for any reason or should any amounts of disbursed SIB Loan Proceeds not be applied to
pay Project costs, the Borrower shall return any misapplied SIB Loan Proceeds or
unexpended portion of the SIB Loan Proceeds to the Department as a prepayment.
Application of Prepayments. Upon receipt of a prepayment from the
(3)
Borrower of a portion (and not the whole) of the outstanding principal amount of the SIB
Loan the Department shall apply such prepayment to the outstanding principal due on the
SIB Loan in inverse order of Principal Payment Date in a minimum amount of $100,000;
Upon either voluntary or mandatory prepayment of a portion (and not the
(4)
whole) of the outstanding principal amount of the SIB Loan, Exhibit 0 will be revised by the
Department to reflect the remaining Principal Payments and the revised Interest Payments
due; and
such revised Exhibit D shall be submitted to the Borrower to be attached to
(5)
and become an integral part of this Agreement.
Late Payment. Payments not received by the applicable Payment Date will bear
I.
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 Department on the
basis of a 360-day year composed of twelve 30-day months. The parties may prepare a
revised Exhibit D (amortization table) showing the increase in interest due resulting from
late payment, default, or pursuant to other terms and conditions of this Agreement.
Payment with Federal Funds. The Borrower hereby covenants and agrees that
J.
federal funds will not be used to make payments due on the SIB Loan.
Article 2. Use of SIB Loan for Project Costs
The Department and the Borrower together with other entities and political subdivisions are
developing the Project. The Borrower is responsible to fund its share of the costs of the
Project. The Borrower may use the SIB Loan only for the actual costs incurred by the
Borrower for its cost participation in the Project pursuant to the LPAFA.

Page 5 of 12

Finance SIB #52016-002-01

Nueces County (Corpus Christi District)
CSJ #0101-06-095
-

Article 3. Project Responsibilities for Federally-Funded Projects

The Borrower is responsible for using the SIB Loan to fund its cost participation to
A.
TxDOT in the amount of Twelve Million Dollars ($12,000,000) for its portion of the Project
costs pursuant to the LPAFA, in compliance with all applicable federal, State, and local
laws, regulations, policies, and ordinances. The Department has certain rights and
responsibilities related to the Project, including ensuring that the completion of the Project
is performed in compliance with all applicable laws, regulations, and policies.
The actions and decisions regarding the Project made by the Department shall not
B.
be contestable by the Borrower, absent manifest error by the Department.
Article 4. Project Accounting; Filing of Reports; Retention of Records
The Borrower shall account for: (i) all actual costs associated with the Borrower's
A.
portion of the Project, and (U) disbursements made to the Department, if any, associated
with the Project using generally accepted accounting principles in the United States, as
promulgated by the Governmental Accounting Standards Board or the Financial
Accounting Standards Board, or pursuant to applicable federal or State laws or
regulations. The Borrower shall maintain its books and records in accordance with
generally accepted accounting principles in the United States, as promulgated by the
Governmental Accounting Standards Board or 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 Borrower will make its accounting records available at
reasonable times to the Department for inspection during performance of the Borrower's
work related to the Project and upon its completion.
On each Principal Payment Date (until the next Principal Payment Date occurring
B.
after the year in which all SIB Loan Proceeds are expended), the Borrower shall provide to
the Department (one copy to the Department's District Office and one copy to the
Department's SIB Administration Office) an accounting of the SIB Loan Proceeds
expended ("Annual Expenditure Report"). The Borrower shall also, at the Borrower's cost,
have a full audit of its books and records performed annually by an independent certified
public accountant selected by the Borrower and reasonably acceptable to the Department.
The audit must be conducted in accordance with generally accepted auditing standards
promulgated by the Financial Accounting Standards Board, the Governmental Accounting
Standards Board, or the standards of the Office of Management and Budget Circular A133, Audits of States, Local Governments and Non-profit Organizations, as applicable, and
with all other applicable federal and state requirements. The Borrower shall 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 an
audit report and any related documents have been provided to the Borrower's governing
body.
The State Auditor may conduct an audit or investigation of the Borrower with
C.
respect to the funds received from the Department directly under this Agreement or of the
payments received by third parties from the Borrower using the SIB Loan Proceeds.
Page 6 of 12

Finance SIB #S2016-002-01

Nueces County (Corpus Christi District)
CSJ #0101-06-095
-

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.
All information submitted by the Borrower (annual financial/disclosure information
D.
and notices) to the Electronic Municipal Market Access ("EMMA") System of the Municipal
Securities Rulemaking Board with respect to the Borrower's bonds and other similar
obligations payable from the same revenues as the SIB Loan must be submitted to the
Department, within 30 days of posting to EMMA. Such information may be submitted to
the Department by hard copy or by notification to the Department of the Borrower's posting
with EMMA, together with the applicable CUSIP number/s.
The Borrower shall submit to the Department within 30 days of the date of adoption
F.
the annual operating and capital budgets adopted by the Borrower each fiscal year under a
trust agreement, indenture, bond resolution or ordinance, or equivalent document securing
bonds or other obligations issued for a valid public purpose or project, and any amended
or supplemental operating or capital budget, approved by the Borrower and certified as
correct by its chief administrative officer or chief financial officer.
Article 5. Default
The Borrower shall be in default if it fails to repay the SIB Loan (the Principal
A.
Payments and the Interest Payments) or otherwise fails to comply with any term of this
Agreement. The Department shall not be obligated to take further action nor resume its
obligations under this Agreement until the Borrower is no longer in default. The Borrower
shall reimburse the Department for all costs or other losses of funds resulting from any
default or failure to perform by the Borrower.
The Borrower agrees that in the event of a default under this Agreement the
B.
Department may, by all legal and equitable means, require the Borrower and any
appropriate official of the Borrower (acting solely in his/her official capacity) to remedy any
default under, and carry out the provisions of, this Agreement, including specifically the
use and filing of mandamus proceedings. Venue for any legal proceedings shall be in
Travis County, Texas.
Article 6. Borrower Solely Responsible
The Borrower agrees that it is solely responsible for all losses, costs, expenses, penalties,
claims, and liabilities due to activities of the Borrower and its agents, employees, officers,
or contractors performed under this Agreement, and which result from an error, omission,
or negligent act of the Borrower or any agent, employee, official, or contractor of the
Borrower. Notwithstanding anything in this Agreement to the contrary, this provision shall
survive any termination of this Agreement.
Article 7. Termination
Page 7 of 12

Finance SIB #52016-002-01

Nueces County (Corpus Christi District)
CSJ #0101-06-095
-

This Agreement may be terminated upon the occurrence of any of the following conditions:
If both parties to this Agreement agree in writing to such termination; provided,
A.
however, that any such termination is specifically subject to the requirements of this
Agreement;
If the Department is unable to advance the SIB Loan Proceeds to the Borrower, the
B.
Department shall terminate this Agreement and provide written notice thereof to the
Borrower;
If the Borrower is in default on a Principal Payment or Interest Payment required
C.
under this Agreement, the Department may declare this Agreement to be terminated, or
may exercise any of the rights granted the Department in this Agreement; but the payment
obligations of the Borrower shall survive any such termination and shall continue in effect
until discharged and satisfied; and
Upon repayment in full by the Borrower of the SIB Loan, and compliance by the
D.
Borrower with all other requirements of this Agreement, the Department shall execute and
deliver to the Borrower a letter or other notice of payment, provided that, upon the
execution and delivery of the written notice of payment by the Department, 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, employee, official, or contractor of a party, which obligations shall survive such
termination.
Article 8. 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:
Borrower:
Texas Transportation Commission:
Nueces County, Texas
Texas Department of Transportation
Attn: Director, Commissioners Court
Financing/Debt
Innovative
Attn:
Administration
Management Office
SIB Administration
901 Leopard Street
125 East 1 1t Street
Corpus Christi, TX 78401-3602
Austin, TX 78701-2483
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 9. 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. In particular, but not by way of limitation, should all or any part of the pledge of
Page 8 of 12

Finance SIB #S2016-002-01

Nueces County (Corpus Christi District)
CSJ #0101-06-095
-

security in this Agreement for any reason be held invalid, illegal or unenforceable in any
respect, Borrower's obligations under this Agreement shall be treated as current expenses
of the Borrower subject to the annual appropriation of lawfully available funds by the
governing body of the Borrower for the payment of such obligations.
Article 10. Written Amendments
Any changes in the character, agreement, terms, or responsibilities of the parties must be
enacted through a written amendment. No amendment to this Agreement shall be of any
effect unless in writing and executed by both parties. 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 11. 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 12. 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 the Department and the
Borrower.
Article 13. Interpretation
No provision of this Agreement shall be construed against or interpreted to the
disadvantage of any party by any court or other governmental or judicial authority by
reason of such party having or being deemed to have drafted, prepared, structured, or
dictated such provision.
Article 14. Signatory Authority
Each party to this Agreement represents to the other that it is fully authorized to enter into
this Agreement and to perform its obligations hereunder, and that no waiver, consent,
approval, or authorization from any third party is required to be obtained or made in
connection with the execution, delivery, or performance of this Agreement. Each signatory
on behalf of the Department and the Borrower, as applicable, is fully authorized to bind
that entity to the terms of this Agreement.
Article 15. Taxable Obligations
The SIB Loan is not a "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 SIB Loan is
not excludable from the gross income of the holders thereof for federal income tax
purposes.
IN WITNESS WHEREOF, the Department and the Borrower have executed duplicate
counterparts of this Agreement.
Page 9 of 12

Finance SIB #52016-002-01

Nueces County (Corpus Christi District)
CSJ #0101-06-095
-

***SIGNATURE PAGES FOLLOW***

Page 10 of 12

Finance SIB #S2016-002-01

Nueces County (Corpus Christi District)
CSJ #0101-06-095
-

NUECES COUNTY, TEXAS

Date:
(Representative)

(Title)
ATTEST:
Date:

By:
(Representative)

(Title)
TEXAS DEPARTMENT OF TRANSPORTATION
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.

is
Benjamin H. Asher
Project Finance/Debt Management Director
Texas Department of Transportation

EXECUTION PAGE: SIB # S2016-002-01

Page 11 of 12

Finance SIB #52016-002-01

Nueces County (Corpus Christi District)
CSJ #0101-06-095
-

EXHIBIT A

BORROWER'S RESOLUTION(S) AUTHORIZING LOAN APPLICATION

Exhibit A

RESOLUTION NO.
A RESOLUTION AUTHORIZING THE FILING OF AN APPLICATION FOR
FINANCIAL ASSISTANCE FROM THE TEXAS DEPARTMENT OF
TRANSPORTATION'S STATE INFRASTRUCTURE BANK IN AN
AMOUNT NOT TO EXCEED $12,200,000; AUTHORIZING THE COUNTY
JUDGE, OR HIS DESIGNEES, TO ACT ON BEHALF OF NUECES COUNTY,
TEXAS IN ALL MATTERS RELATING TO THE APPLICATION
WHEREAS, the State Infrastructure Bank, operated by the Texas Department of
Transportation ("TXDOT"), is a revolving loan fluid; and
WHEREAS, the Commissioners Court of Nueees County, Texas (the "County") deems it
proper and in the best interests of the County to apply for a loan from the State Infrastructure
Bank in the amount not to exceed $12,200,000 to be used for making County road improvements
as set forth in the County's Application to Texas Department of Transportation (the
"Application") for this State Infrastructure Bank Loan; and
WHEREAS, the County is qualified to apply for and eligible to obtain financial
assistance from the State Infrastructure Bank for this purpose;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS COURT OF
NUECES COUNTY, TEXAS THAT:
The Commissioners Court believes that it is in the best interests of the
Section 1.
County to apply for a loan from the State Infrastructure Batik in the amount not to exceed
$12,200,000 for making County road improvements as set forth in the County's Application to
Texas Department of Transportation for this State Infrastructure Bank Loan.
.

The Commissioners Court hereby authorizes the County Judge, the

Section 2
County Attorney, the County Auditor, the County Clerk, the County's engineers as referenced in
the Application, Norton Rose Fulbright US LLP, San Antonio, Texas, as the County's Bond
Counsel, and Estrada Hmojosa & Company, Inc., as the County's Financial Advisors, to execute
and submit an Application for financial assistance from the State Infiastructure Bank and to
submit the Application, together with all required documentation, to the Texas Department of
Transportation for consideration.
The County Judge, or his designee, is hereby authorized to execute and
Section 3,
submit to TXDOT the Application for such financial assistance, and the County Judge, together
with Bond Counsel Financial Advisors, and the County's consulting engineers named in such
Application, are authorized to appear before TXDOT in support of such Application.
The County Judge, or his designees, is further specifically authorized to
Section 4
make any required assurances to TXDOT in accordance with its rules, regulations, and policies
concerning the Application.
Section 5.
A certified copy of this Resolution shall be attached to the Application for
financial assistance herein authorized to be prepared and submitted to TXDOT, and the County

3262996.2

Clerk is authorized and directed to prepare and certify such number of copies of this Resolution
as may be required for purposes of supporting the submission of such Application to TXDOT,
The recitals contained in the preamble hereof are hereby found to he true,
Section 6,
and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a
part of the judgment and findings of the Commissioners Court.
All resolutions, or parts thereof; which are in conflict or inconsistent with
Section 7.
any provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved herein.
This Resolution shall be construed and enforced in accordance with the
Section 8.
laws of the State of Texas and the United States of America.
If any provision of this Resolution or the application thereof to any person
Section 9
or circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the County
hereby declares that this Resolution would have been enacted without such invalid provision
Section 10. It is officially found, determined, and declared that the meeting at which
this Resolution 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 Resolution, was
given, all as required by Chapter 551, as amended, Texas Government Code.
The Application to be submitted to TXIDOT is attached hereto as Exhibit
Section 11
A and made a part hereof for all purposes.

[The remainder of this page intentionally left blank]

35262996.2

PASSED, APPROVED, AND RESOLVED THIS 24'h day of June, 2015.

td4t

ounty Judge
ATTEST:

Comity Cleric and Ex-Officio Clerk of the

Commissioners Court of Nueee& County, Texas

I'

[SEAL OF THE COMMISSIONERS COURT]

35262996.2

84

Finance SIB # S2016-002-01

Nueces County (Corpus Christi District)
CSJ #0101-06-095
-

EXHIBIT B
TEXAS TRANSPORTATION COMMISSION MINUTE ORDER

Exhibit B

TEXAS TRANSPORTATION COMMISSION

MINUTE ORDER

NUECES County

Page 1 of 2

CORPUS CHRISTI District

The Texas Department of Transportation (department) and Nueces County have entered into
an Advance Funding Agreement whereby Nueces County will provide cost participation in the
amount of $12,000,000 for the US 181 Harbor Bridge Replacement Project (project). The project
includes the construction of the newHarbor Bridge and portions of US Highway 181 (US 181),
Interstate Highway 37 (1-37), Crosstown Expressway (SH 286), the connection of Upper and Lower
Broadway Street to 1-37 and the demolition of the existing Harbor Bridge in Corpus Christi, Texas.
The project limits extend both north-south along US 181 and the Crosstown Expressway and eastwest along 1-37 and include: US 181 at Beach Avenue on the north; Crosstown Expressway at Laredo
Street on the south; 1-37 and Nueces Bay Boulevard on the west; and 1-37 and Mesquite Street on the
east side with a total length of 6.44 miles.
Pursuant to Transportation Code, Chapter 222, Subchapter D, the commission adopted Title
43 Texas Administrative Code (TAC) 6.1-6.45 (SIB rules) to prescribe conditions for the
commission's financial assistance from the State Infrastructure Bank (SIB).
In accordance with the SIB rules, Nueces County has submitted an application for a State
Infrastructure Bank loan of up to $12,000,000 for its cost participation in the project.
The SIB rules provide for both preliminary and final approval by the commission of any SIB
loan in the principal amount of more than $10 million, unless the commission waives the preliminary
approval requirement for that application. The intended use of the financial assistance conforms to the
purposes of the SIB. The present and projected financial condition of the SIB is sufficient to cover the
requested financial assistance for the project. Under the SIB rules, the executive director or his
designee determined that the requirement to submit any information or data that was not submitted by
Nueces County is waived as permitted by the rules either because the information or data is not
relevant or the department already possesses the information or data.
The executive director recommends that the commission grant preliminary approval of
Nueces County's application for financial assistance from the SIB.
In accordance with 43 TAC 6.32(c)(2), the commission finds that: (1) the project is
consistent with the Statewide Long-Range Transportation Plan and the metropolitan transportation
plan developed by the applicable metropolitan planning organization; (2) the project is not in a Clean
Air Act non-attainment area; (3) the project will improve the efficiency of the state's transportation
systems; (4) the project will expand the availability of funding for transportation projects or reduce
direct state costs; and (5) the application shows that Nueces County is likely to have sufficient
revenues to assure repayment of the financial assistance.

TEXAS TRANSPORTATION COMMISSION

Page 2 of 2

MINUTE ORDER

NUECES County
CORPUS CHRISTI District

IT IS THEREFORE DETERMINED AND ORDERED that the application submitted by

Nueces County for financial assistance in the form of a loan meets the applicable requirements of the
SIB rules and, in accordance with those provisions, the commission grants preliminary approval of
Nueces County's application for a SIB loan in an amount not to exceed $12,000,000 for Nueces
County's cost participation in the project, and directs the executive director to commence negotiations
and other actions authorized and required by its rules.

Sue and

db

rcvvE

t&...

.'vt inance,'Debt Management Officer

Execut
Roco
'eeD c
Minute
Number

etnns
Date
Passed

Finance SIB # S2016-002-01

Nueces County (Corpus Christi District)
CSJ #0101-06-095
-

EXHIBIT C
BORROWER'S RESOLUTION AUTHORIZING LOAN AGREEMENT

Exhibit C

EXHIBIT D
AMORTIZATION SCHEDULE

0
0
Cu

"Mu C
Nt

Cut
!

'C

N-O
C

a-C
o
.E

U-

-z
OCt

CC

01
C

'C!
"C
C'!

CO N-- NC LU C LU 0 C (0 -CC 0 Cu Cu - CC
Clo.,..:,,
tCCO:CuCCuCflJCCC
0' CO

00000
Cu N Cu Cu

C, LU IC) 0 0 010

ii
1!
a
0
=-

0- i
o

Cc

of
Cu

CO C CC C CO CO
CO CO Co CU)
.-.LUCLUCO

,_CoCo
N-O to
N-010 tO
LU!

NC
o
CuCN-CN-- Cu
N--

0 C 0! 0

0
C,)

.5
0
0
(0
C

000,,

N Cu N Cu Cu N Cu
0 0 0 0 0 0 0 0
Cu Cu Cu Cu Cu Cu N Cu
LU LU LU LCD LU LU LU LU
CO Cu CO Cu 0

O9v
Clt
Co

F
O

C'

o3
0-n

-j=

Zwr

Ths3

Och

0 Cu

-0

N N CO
O00
Cu Cu N Cu N N Cu
0 0 0 0 0 0 0 0
Cu Cu Cu N Cu Cu Cu Cu

LU LU CO CO N- N- CO 0 .201.
CO fl
Cu Cu N Cu Cu Cu Cu Cu N Cu Cu CuCOCCO
0 0 0 0 0 0 0 0 0 0 0 0O.0
CU Cu Cu N Cu Cu Cu N N Cu Cu CuCNCCu Cu
LU LU LU LU LU LU LU LU LU LU LU
CO CM CO

0 Cu CO

CO Cu CO

LU 0 1 (0 CO N- N- CO CO o 0CC 0
C,
NINCCO
Cu Cu Cu Cu Cu Cu Cu N N Cu Cu
0C0O CO
0
0 0 0 0 0 0 0 0 0 0 0
Cu Cu N N Cu Cu Cu N N Cu Cu NICutCu Cu

0
0
Cu

0
0)
IL)

t
0

Cu

0)

N
00
C,
CD

Is,

Cu

N
to
C)
0
0
U)

In

0
ID
CO
U)

N-N N
0 Cu N F-

!
2

o
-

NCuO
Cu

0)
0
b-

0000
0 CuC0 0
CCN0)0)
30CCuC00

iCuCCuINCN
0Cu
CulCu

Cu; Cu OC 0 1 0 0)

Cu Cu Cu Cu Cu Cu

0
ol

1.i
E
)
E
s

U)

ir1-iCu
OCuCCu
000Cc
1Cu3CuCu

1001 N Ni 0 10)10) 0) 0
Cu Cuo:ooCc;010-o
- Cu Cu Cu Cu! Cu ;
CO
iCu Cu;CuCuiCulCuCCu;CU

aT
C

fliCu

D
0

(1)

m o 0
0

ZxB

0 0) Ct C

I
>WH
-

Cu Cu
U) U)
Cu Cu CuCCu Cu Cu
0 0 0 0 0 0
Cuc\i Cu Cu Cu!CM

Ii

iC0'NCN!OCO ojo;o
Cu1CuCCu CuCu CuICu;t
t0CoCoo t
CuCu1Cu,CuCu1Cu1Cu!Cu

0
a