Texas Department of Transportation Commission Meeting

Dewitt C. Greer Building
125 East 11th Street
Austin, Texas

9:00 a.m. Thursday, April 24, 2003

COMMISSION MEMBERS:

JOHN W. JOHNSON, Chairman
ROBERT L. NICHOLS
RIC WILLIAMSON
 

STAFF:

MIKE W. BEHRENS, Executive Director
RICHARD MONROE, General Counsel
CHERYL M. WILLIAMS, Executive Assistant to the Deputy Executive Director
DEE HERNANDEZ, Minute Order Clerk

MR. JOHNSON: Good morning. It is 9:09 a.m. and I would like to call this meeting of the Texas Transportation Commission to order. Welcome to our April meeting. It is indeed a pleasure to have you here this morning.

I will note for the record that public notice of this meeting, containing all items of the agenda, was filed with the Office of the Secretary of State at 11:45 a.m. on April 16, 2003.

Before we begin, I would like to ask my fellow commissioners if they have any comments that they would like to make. Robert Nichols?

MR. NICHOLS: Just first of all, I'd like to welcome everybody here. I know some of you came specifically on some projects for your communities. We appreciate the efforts that you have gone through to be here, welcome you here, hope you feel comfortable.

I'd also like to recognize a group that's way in the back from my hometown, Jacksonville, Texas. Would you all stand up? That's the Jacksonville Leadership Institute.

(Applause.)

MR. NICHOLS: I think they wanted to see if I really work down here. That's all I had. Thank you.

MR. JOHNSON: Thank you.

MR. WILLIAMSON: Jacksonville, is that home of the Tomato Bowl?

(General laughter.)

MR. NICHOLS: Yes.

MR. WILLIAMSON: And myself, welcome and thank you for participating in the process. We appreciate you taking the time out of your day.

MR. JOHNSON: We have two delegations this morning, but before we hear from the delegations, if there are any state senators or representatives that would like to start at the beginning of the meeting, have pressing business across the street, we would welcome them to come to the dais now, the podium so that they can return to their duties across the street.

Representative Cook?

MR. COOK: Thank you, Mr. Chairman. I appreciate the opportunity. It's certainly a pleasure to be here.

And Commissioner Nichols, once again, thank you for taking the time to come to the Rural Legislative Caucus here a few weeks ago and enlighten the caucus on transportation issues. Certainly appreciate you taking the time.

And Commissioner Williamson, you asked the question are we having any fun across the street. No. You left just in time.

(General laughter.)

MR. COOK: You left at the right time, believe me.

I certainly appreciate what you folks do. I'm here in support of three projects that happen to be in my region which I'm sure you're somewhat familiar with already, and certainly after this meeting you will be more familiar with. They're projects having to do with a region very, very close to us in Travis County and it's a very, very high growth rate, and the projects are first on your agenda: that's widening 290 East 1.8 miles east of FM 141, east of Giddings to the Fayette County line; the other one is State Highway 71 in Bastrop West; the other one is 290 east of Elgin.

Like I said, as you know, these roads are traveled quite a bit. If I were to probably poll other members of the legislature and the senate as to issues or projects that they are wondering if anything is going on with them, certainly the 290 and 71 would be high on their list of priorities.

It is a high growth area. As you will hear in a little bit, a higher incidence as we go year to year -- because of the growth that we have and because of the corridor between Travis County or the Capital Area, if you will, and Houston on 290, and the high growth of travel that we have on 71 -- the incidence of accidents -- which I know you folks are very, very concerned about as far as public safety. I know that's your top priority and it's something that we're here certainly to address.

But something else that you will hear from the testimony here very shortly -- and I want to use the word "unprecedented" -- there's a ten-county organization that has formed with a regional planning group of ten rural counties that you have other elected officials or members of this organization that have sat down, taken the time to cooperate, communicate, and actually help you folks, I would hope, prioritize, and you have other folks voting for projects that aren't necessarily within their county or within their region. They're helping us prioritize because they realize how important it is.

One of the things that I know that, Ric, you're very, very involved in is looking out -- and I know all of you are -- looking out on the future of Texas and trying to address our transportation needs. I used to be a small town mayor, I used to be a city council member, and I was always very much in favor of someone else, as far as committees or subcommittees or groups, helping us solve the problems, work the problems out, help us prioritize before we actually saw the final product. And I think these folks have done a wonderful job in doing that.

So I appreciate the opportunity here. Not just because these three projects happen to be in my district, I think they're important to the region -- they certainly are -- there's a lot of folks who are well aware of 71 and the 290 corridor so the funding for these projects is very, very high on my list of priorities. I know we have a representative here of Senator Ogden. We work very, very closely with his office. And I appreciate all the folks from the Bastrop and Giddings area and Lee County who are here in support of this also.

Thank you for your time.

MR. JOHNSON: Thank you.

Did you have a question, Ric?

MR. WILLIAMSON: I might wish to engage a bit.

Robert, we appreciate your taking the time out of your day to be here today.

MR. COOK: You bet.

MR. WILLIAMSON: I know what the crush is. In a few days I think Chairman Krusee is going to bring a pretty substantial transportation package to your side, and we don't presuppose how you would vote and don't ask for that -- that's not my purpose of the dialogue -- but I hope you and Bertha will help the body understand we face an unprecedented demand on our cash flow, and it seems to us that the only way we can address simultaneously the pressing concerns of the area east of Austin and west of Houston and north of Dallas is to take some chances and do some things differently. And the chairman's package will ask you to take some chances and do some things differently, and all I ask, as a former member to a member, give it a good look-see. It will not be an easy vote, but it's a well thought-out package, and the truth is, we've got to develop some other ways of doing things or we're not going to be able to do anything.

MR. COOK: Well, Ric, good point. You and I served together for a couple of sessions and you were there before I was, and you know that by the sheer nature of government -- almost at every level -- we're reactionary. We react and by the time we react to an emergency -- and you know I work a lot with water, and if you wait around till a drought happens, it's that much more expensive. On the time value of money, if we wait to plan, it's going to cost the taxpayers of the state of Texas that much more money 75 years out or 80 years out or 50 years out.

And when times are tough like this -- my three sessions -- I'm spoiled; we've had surpluses -- it's very interesting -- and that's a relative term -- to sit there with the type of budget that we have right now. But sometimes -- and you and I talked about this a little bit -- if times get tough in your business or times get tough at home, sometimes that exercise is good, sometimes it makes you sit back and look at your household, if you will, or your business and say: Do we really need to do this or this, or can we do something different? Businesses reorganize all the time; they do that to be more efficient, to better utilize their services.

So I'm excited about the debate, I really am. I've talked to Chairman Krusee quite a bit. I'm very much in favor of -- as these ladies and gentlemen have done in their planning efforts, they've done it at a local level -- the regional plans that are coming out as far as taking a step. I think they've taken a step closer to the citizens and to the local elected officials.

MR. WILLIAMSON: I agree.

MR. COOK: So I'm very much in favor of that concept; I think it's a wonderful concept, and I think it can work. We're going to have a few issues there that we probably need to talk about, but like anything else that's this far-reaching, this is a good time to do this. I appreciate your work on that, I really do. It's an exciting concept.

MR. WILLIAMSON: Thank you, and appreciate your taking your time today.

MR. COOK: Certainly. Thank you. I had a lot more fun here than I think I will across the street.

(General laughter.)

MR. JOHNSON: Representative Patrick Rose?

MR. ROSE: Good morning. Although none of these projects are in the small legislative district that I represent, I think they're very important to Central Texas and I'm here just to voice my support for them.

MR. JOHNSON: We're delighted that you're here.

MR. WILLIAMSON: How are you enjoying it?

MR. ROSE: It's a mess.

MR. WILLIAMSON: Is it interesting?

MR. ROSE: It is, and the learning curve I think is probably steeper for all of us. There's things going on in the House right now, budgetary and otherwise, that veteran members have never seen before. It's been exciting, it's been a learning process, but when you've got good local officials like Mayor Sanders that you're serving, you're going to be okay.

MR. WILLIAMSON: Are you any kin to the Rose that used to work for LCRA?

MR. ROSE: No, sir.

MR. WILLIAMSON: He's a good guy.

MR. ROSE: Mark said that might be why I got elected.

(General laughter.)

MR. WILLIAMSON: Probably is -- I'm just kidding. He's a fine guy. I just figured if you were his son, I'd pass on that compliment to you.

MR. ROSE: He is a good man, and I appreciate your favorable consideration of the projects before us today.

MR. JOHNSON: Well, thank you for taking the time to come before the commission.

MR. ROSE: Absolutely. Have a nice day.

MR. JOHNSON: Representative Gutierrez, did you want to come forward now or did you want to wait till the delegation?

MR. GUTIERREZ: I can do it now.

MR. JOHNSON: All right, fine.

MR. GUTIERREZ: Chairman Johnson and commissioners. You know, it's certainly a great pleasure every time that I come before you because this agency and the commissioners have always been very helpful to the Rio Grande Valley, especially in the last ten years, that has brought the Valley up to the forefront of the state and shows that the true door to our state, the front door to our state is in the Rio Grande Valley, as well as the border area.

We must have possibly hundreds of thousands of cars that are coming across the bridges that we have from Brownsville to El Paso, and today we're before you to get your assistance and form a partnership that will build another bridge at Anzalduas that will be known as Anzalduas International Bridge that connects the western part of Reynosa and the metroplex of Mission, Edinburg, Pharr, and the city of Hidalgo.

This area here has shown the state that we appreciated all the help they've given us in the past because today it is one of the few areas that have had increases on their sales tax reporting resources. In other parts of the state, obviously we are not as lucky, and as you well know, Comptroller Strayhorn reported that our House Bill 1 was almost $3 billion short of resources, that she couldn't certify it because we were about $3 billion short of the resources available, and hopefully we will be able to get all our heads together in the next three weeks and that we will come up with those shortfalls and have the revenue sufficient to fund House Bill 1 at $17.7 billion which is actually the biggest budget that this state has ever had.

Let me tell you that this is a true partnership because 27 percent is coming from you all, the State, from us, and 22 percent is coming from the Feds, but more important, 51 percent is coming from local funds. So this shows that this is a true partnership, that we're working together in getting this project done.

And another thing that is very important about this project is that you all have certified and will be assisting us in establishing the first model of a one-stop shop inspection that hopefully will be an example for others to come in the future.

We feel that in the first years of the opening up of the bridge, we will have more than 10,000 vehicles crossing and the next five years we'll add another 2- to 3,000 cars, so it will be 12- to 13,000 cars crossing daily; and in ten years we hope to have more than 15,000 vehicles crossing at this particular bridge, plus, obviously, what is crossing at the Reynosa-McAllen bridge.

The other thing that I'd like to close by saying that Reynosa, which is right across from this bridge, is the only area that reported a plus overall employment in the nation of Mexico. All of the other bigger cities had a decrease in jobs but Reynosa had an increase in jobs, so that tells you that we have a very bright, bright future in the Valley that with your assistance and helping us, like you've helped us in the past, we can keep this state moving forward and assist the other parts of the state that are not doing as well today.

So with that, I close, and if you have any questions, I certainly would like to answer them.

MR. JOHNSON: Thank you for being here.

Ric, did you have anything of the representative, or Robert?

MR. WILLIAMSON: Just the same comments as I had earlier for Robbie: there will be a pretty good size package coming and I don't presuppose how you feel about it, but there's some pretty important concepts, and in fact, there's a concept in that package that applies directly to this bridge that would be beneficial to the construction of international bridges. We just hope you'll take a serious look at it. We need all the help we can get.

MR. GUTIERREZ: Absolutely. And I've worked with Chairman Mike Krusee on some other bills that are coming through and certainly I will support his omnibus bill that will be coming through -- of which part possibly one of my bills would become part of that that would give this state about $12- to $15 million additional funding, and from penalties it might give us possibly $1.5 million to $2 million more.

MR. WILLIAMSON: Pile that money in there; we need it.

MR. GUTIERREZ: Obviously we're trying to help and do our part, and certainly we need the funds so we can keep this vibrant economy that we don't have to come back, to get that vibrant economy that we used to have, especially in the last decade, back into the state. And obviously we need to have the State of Texas be at the forefront of the economy of the nation.

MR. WILLIAMSON: Thank you.

MR. JOHNSON: Thank you very much.

MR. GUTIERREZ: Thank you.

MR. JOHNSON: I know that Representative Kino Flores is here and also Senator Hinojosa. Both of you mentioned to me last night that you wanted to appear with the delegation. Representative, is that still correct?

MR. FLORES: (Speaking from audience.) I'm going to wait for the delegation.

MR. JOHNSON: All right. Thank you.

We will move to our first delegation now, if there are no other representatives or senators that wanted to --

MR. NICHOLS: Senator Ogden's office.

MR. WILLIAMSON: Senator Ogden, you've changed.

MR. JOHNSON: Yes, you certainly have.

MR. WRIGHT: Hopefully for the better.

(General laughter.)

MR. WRIGHT: I'm district manager for Senate District 5; I'm here on behalf of Senator Ogden to read a few remarks that he has for you, and I'll just go ahead and begin.

THE REPORTER: Your name, sir?

MR. WRIGHT: Richard Wright.

MR. WILLIAMSON: Did you graduate from A&M?

MR. WRIGHT: Yes, sir, I did. Does it show?

MR. WILLIAMSON: We kind of thought you did.

MR. WRIGHT: "I've received numerous calls and letters regarding the danger of traveling on Highway 290 East in Lee County between Giddings, Texas and Ledbetter, Texas. This roadway carries 13,000 cars per day with very heavy truck traffic from a nearby industrial park. From 1997 to 2000 there have been 109 accidents on this section of highway, resulting in 130 serious injuries and four deaths. This is a dangerous roadway in desperate need of improvements.

"The Austin TxDOT District office has informed me that the right of way for improvements has already been purchased, the environmental impact studies have already been done, and utilities will be moved by May 2003. The project has the support of Lee County and Travis County officials. The Capital Area Regional Transportation Planning Organization designated this highway project the number one priority for their ten-county district.

"I strongly support the widening and dividing of Highway 290 from Giddings to Ledbetter and recommend you expedite construction of this project for the safety of the traveling public.

"Sincerely, Steve E. Ogden."

MR. JOHNSON: Thank you. Tell the senator we're sorry that he wasn't able to be here but we know that he has a very pressing schedule.

MR. WRIGHT: I'll do that. Thank you.

CAPITAL AREA REGIONAL TRANSPORTATION

PLANNING ORGANIZATION (CARTPO)

(Mayor Ray Sanders, Bill Hamilton, Maurice Pitts, Jr., Johnny Sanders, Mayor Eric Carlson)

MR. JOHNSON: Our first delegation today is from the Capital Area Regional Transportation Planning Organization. They represent rural transportation interests of Central Texas, and I believe that Lockhart's mayor, Ray Sanders, will get us started.

Mr. Mayor, welcome.

MAYOR SANDERS: Thank you very much. Good morning and you can't know how pleased we are to finally get here. We've been in existence for about two years and I think the first year we were in a fog and we finally are getting it together. First off, we want to say thank you for giving us this opportunity, but also I think, more importantly, we want to acknowledge the fact of what a job you do in making decisions that you have to make with the limited funding, and I hope that the representatives and the senator take note, Commissioner Williamson, as far as that bill goes -- certain CARTPO will.

CARTPO, to give you a little background. Back probably when they passed the Transportation Efficiency Act 21, there was a great concern expressed at the federal level about rural input into the planning process, and so a lot of the councils of government formed RPOs, or rural planning organizations. However, here in Central Texas, the Capital Area Planning Council decided that that wasn't sufficient. We needed something that addressed regional concerns that took in both metro and rural and how they affected one another, and as a result, the Capital Area Regional Transportation Planning Organization, better known as CARTPO, was instituted.

The mission of CARTPO is to serve as the catalyst for transportation planning and project implementation that anticipates and meets regional infrastructure requirements. The neat thing about CARTPO, in a way, is our membership is open to everyone, anyone in the region that is concerned about transportation issues, so in addition to our county judges who serve on the Capital Area Planning Council that voted to have this committee formed to begin with, we have mayors and council members, and more importantly, we have associates that come to every one of our meetings that represent various factions concerned with transportation in the whole area.

One is the Austin Area Research Organization -- I don't know if you know Howard Faulkenberg but he comes to every one of our meetings; the Austin-San Antonio Corridor Council -- Ross Malloy comes to our meetings; the Capital Area Rural Transportation System; the Capital Area Metropolitan Planning Organization -- Mike Aulich is at almost all of our meetings; the Capital Area Transportation Coalition; and also Envision Central Texas, Neal Kocurek attends on a regular basis.

But most importantly, we could not get this done if it wasn't for the help of TxDOT, and I can't say enough for Bill Garbade, the district engineer, and his staff and what they have done to help this organization not only in the planning and knowledge that they purvey but the understanding that they have given the members of this group on the transportation issues surrounding Central Texas. And you should see the change in the feelings about TxDOT. When we first started, it was like boom; they were like target practice when they came to these meetings, and now we have an understanding in the region of their problems, their concerns, and we know that they're right there with us in trying to do the best for Central Texas. So I just can't praise them enough. They're there every single meeting.

We have two subcommittees: a Legislative and Policy Initiative Committee, and a Planning and Project Development Committee. Our purpose is to work with all the entities for the betterment of Central Texas. What will be presented to you today is the result of an extensive selection process that we feel has far-reaching effects, not only in our region but interregional and beyond. It is not just a rural point of view.

As you may have seen in your packets, there are over 20 resolutions and endorsements in there from jurisdictions and organizations representing the entire region, even though the projects you will see today are all located in the eastern portion of our area.

I'd like to take just a moment, if I might, to introduce some of the delegations. If all the elected officials would please stand up. Thank you. And now the rest of the supporters for CARTPO, would you please stand?

Commission, I'd like to present our supporters today, and they're very sincere in what they want to do for this region.

MR. WILLIAMSON: I thought all those people lived in Austin.

(General laughter.)

MAYOR SANDERS: No, no. We actually have people here from Llano this morning and people from Burnet County, Llano County, so you can see that this is something that's very unique in that here they are all the way from there trying to encourage passage on projects that are in Lee and Bastrop Counties. This is very, very new, it's refreshing. In fact, the representative from Llano County was telling me how much it affects them that this 290 corridor and 71 corridor helps them because of the hunting season. A lot of their people come up from Houston. So it's kind of unique on how that works together.

At this time, if I might, I'd like to introduce Alderman Bill Hamilton from Rollingwood, and he will kind of present to you the evaluation process, and I'll come back later on, if that's all right. Thank you.

MR. JOHNSON: Good morning.

MR. HAMILTON: Thank you, sir. Thank you, Mayor Sanders. Thank you, commissioners, for hearing from us this morning.

My name is Bill Hamilton and I'm an alderman in the city of Rollingwood, a small town in southwestern Travis County here near Austin. I've served as chair of the Planning and Project Development Committee of CARTPO for the last couple of years, and that committee is really our working group, and in fact, we essentially work as a committee of the whole. We spent a lot of time in the last year looking for ways, and we're still interested in more ways, to find ways to improve transportation and mobility in this ten-county region, and I'm here to tell you a little bit about the process we went through in the last year or so.

Last June when the TxDOT Austin District staff presented to us the first information that they were able to give us about its current planning activities and the funding programs, it became clear to us that while there were many good, worthy projects already underway and already funded in this ten-county region -- and we're certainly pleased with those, and those of us in Rollingwood are real happy with the Bee Cave project there in Rollingwood -- but there's many more projects on the drawing boards and the needs are there and plans are being developed, but under the current funding structure, implementation of those projects is a ways out.

So that's certainly a grim prospect for a rapidly growing region like ours, inundated already with traffic congestion and concern about unsafe roadways. But rather than waiting for that traditional funding cycle to come to us, we decided to come to you all and that's why we're here today to make a request from your Strategic Priority Fund resources.

At that point then, we asked all the county and local officials to develop in a cooperative manner -- and I want to emphasize cooperatively -- a list of all the roadway improvement priorities for their respective communities and bring them to our group, and last August they did bring them to that group, and you'll see there 15 projects in our ten-county region that were identified initially throughout the region that our local officials identified as priorities in their area.

But then the group, realizing that we needed to get down to three projects today, we said, Well, let's meet again. So we met in October, and by consensus narrowed those 15 down to five, basically by cooperatively and collectively discussing the projects based on merits and not on politics, but on merits of those projects.

Then the interesting work began because we were down to five and we needed to get to three. We worked with TxDOT -- again the district office -- to develop a project matrix and a set of seven criteria by which to evaluate the projects. The subcommittee then looked at those seven criteria and established a weighting system to maybe give some of those criteria more importance. Those seven criteria: regional connectivity and regional impact for a project -- and these are essentially in priority order; accident data for the roadway; current and projected traffic volumes in that area; the cost effectiveness of the project itself; ease of implementing that project, how much work is yet to be done to get it going; economic development benefits to be attributed to that project once implemented; and finally and certainly, whatever local support and cost participation could be provided to the project to assist at the local level.

Your TxDOT staff was able to provide for us basically all the data in those first four criteria, and that was really some of the, if you will, secret: we wanted to use your data so when we came back to you today it was your data that we were using and not some data that we invented or someone else would have to explain to you. So the matrix, we developed; the local officials then provided the information on what their understanding of implementation would look like, economic development benefits and what local support they could provide.

Using those criteria, then, last November the CARTPO had a pretty good meeting with representatives throughout the region and got down from those five projects to three. And I'll summarize real briefly: project priority number one, east of Giddings to widen US Highway 290 to a four-lane divided highway; in Bastrop, priority project number two, to extend the freeway, State Highway 71 section, from State Highway 21 overpass east through Bastrop; and then project priority three, east of Elgin, to widen US 290 east of Elgin to become a four-lane divided highway.

All these projects have high ratings on all the criteria, but particularly they have three factors in common: they're real important in terms of the safety benefits; they're real important in terms of economic development for that area and certainly for that region; and most importantly, as you can see on this graphic here, improvements in these roads here have a lot of implications for not just that area and not just that region but across other regions throughout the state.

In a moment, Maurice Pitts, who is a Lee County Commissioner, Johnny Sanders, who is a Bastrop County Commissioner, and the Honorable Eric Carlson, mayor of Elgin, will come to you and talk to you a little bit about the specifics of each project that we're bringing to you today. And as you hear those comments from these local officials, I urge you again not only to consider the local and regional benefits of these projects but to be thinking about what benefit these projects have for the entire statewide transportation system, and I know you will do that, and I appreciate it.

Finally, though, before I turn the mike over to them, I want to add from a personal basis that there's one more important result of our work, and it's not just these three projects, but it's something that can help us bring more worthy projects to you in the future, and that's a very positive, a very cooperative and a very regionalistic approach on the part of all these officials coming to the table to say: This is a project, it's highly worthy, let's get it going, and let's support each other in getting that done.

I'm proud to be part of that process, I'm proud to be part of that organization, and I look forward to doing that in future times and coming back and seeing you again.

At this time, Mr. Chairman, I would bring forward to you to talk to you about project priority number one, the Honorable Maurice Pitts, county commissioner, Lee County.

MR. PITTS: Thank you, Bill.

Good morning, Mr. Chairman, commissioners, Director Behrens. My name is Maurice Pitts, and I am and have been a county commissioner for eleven years for Lee County which is on the eastern edge of the ten-county CARTPO region. I have lived in Lee County all my life and I have enjoyed its friendly people and somewhat slower pace of life. Unfortunately, every day we see more traffic and more serious and deadly accidents on our roadways.

US 290 through Lee County is a particularly dangerous and heavily traveled road. It is on the state trunk system as well as the national highway system and a hurricane evacuation route. Since the deregulation of the trucking industry, truck traffic has more than doubled on this road. This four-lane undivided highway was not designed to handle the amounts and types of through traffic that it now carries on a regular basis, not to mention the growing number of people living in the area or the constant in and outflow of truck traffic created by a large local industrial park. We feel that it must be upgraded to ensure at least a minimum safety level for all travelers.

Today I am asking that you approve funding for a small portion of the needed improvements to US 290. Specifically, I request that you consider awarding $13.4 million for the widening of US 290 east of Giddings to a four-lane divided highway. This segment begins at the Fayette County line and ends close to the city limits of Giddings which is 6.2 miles. It is the first undivided stretch of 290 west of Houston, and it's over three times more likely to experience serious accidents than its divided neighbor to the east.

Over the last four years, folks from communities across the state have been involved in serious, and in some cases fatal, accidents on this stretch of road. Several people who I have known very well have lost their lives here. These accidents are very tragic, especially because plans to widen this roadway have been on the books for years. The environmental studies were finished in the 1980s and our area engineer expects all right of way acquisitions, utility relocations, and construction plans for contract letting to be complete by May 2003. In fact, this project, as Mr. Bill Garbade from the TxDOT Austin District puts it: One of the cleanest projects around, we just haven't had the money to make it happen.

We are asking that you please help us complete this project on this major interstate corridor. Thank you for your time and consideration.

If there are no questions?

MR. JOHNSON: I have one question, Commissioner.

MR. PITTS: Yes, sir, Chairman Johnson.

MR. JOHNSON: It probably falls in your bailiwick since it's in Lee County. If project one and project three which are both on 290 -- one is in Bastrop County, one is in Lee County -- there will be a short segment west of Giddings to the Bastrop County line which is still not divided; it's four lane but not divided.

MR. PITTS: Right.

MR. JOHNSON: How many miles is that?

MR. PITTS: I would say about six to seven miles. There's a chicken lane, as you would call it, for most of it.

MR. JOHNSON: We wouldn't call it that.

(General laughter.)

MR. PITTS: Well, we would call it that; you wouldn't, we would. There's a chicken lane that has been installed here recently -- well, that's what I would call it -- and which has really cut down on the accidents, but I'd say about six miles total.

MR. JOHNSON: And project one is about six miles in length.

MR. PITTS: Yes, sir.

MR. JOHNSON: The difference is the terrain east of Giddings is a little flatter and less windy than to the west.

MR. PITTS: Yes, sir.

MR. JOHNSON: Thank you.

MR. NICHOLS: When we met and visited on this project, on all these projects yesterday -- which I really appreciate the time you spent on it --

MR. PITTS: Same to you.

MR. NICHOLS: -- this particular stretch is where there was an abandoned rail line?

MR. PITTS: Yes.

MR. NICHOLS: And I think one of the things we talked about yesterday, I just wanted to get it on the record, that when that rail line abandoned, you have seen a noticeable increase in truck traffic on that same route.

MR. PITTS: Yes, sir. The truck traffic has pretty well -- well, it's doubled since deregulation but also since that rail line has been pulled up, the freight line has doubled. You can tell the difference. But I mean, they're coming out of Houston; the freight has to get there somehow -- it has to get to Austin some way with no rail line; I guess that's what it is.

MR. NICHOLS: Yes. That's what I wanted to get on there. Thanks.

MR. PITTS: Yes, sir.

MR. JOHNSON: Ric, did you have anything?

MR. WILLIAMSON: No. I mean, I frankly think that we ought to make that entire stretch of 290 four-lane divided immediately.

MR. PITTS: Well, we'll take that too.

(General laughter.)

MR. WILLIAMSON: I mean, I drive it a lot from here to Houston on state business.

MR. PITTS: Yes, sir. There's a lot of state senators and representatives, as Representative Cook stated, that have let us know about that also.

MR. WILLIAMSON: And I say that, not because I drive it, but because if you drive a road, you get to observe the dangers firsthand and it makes an impression on you, and that's a major travel area for commerce between Houston and Austin.

MR. PITTS: Yes, sir.

MR. WILLIAMSON: I will vote for the motion if you'll offer it.

MR. JOHNSON: I would love to have the ability to do that -- actually the funding to do that and then I would have the ability.

(Applause.)

MR. PITTS: If there are no further questions, I would like to introduce Johnny Sanders, commissioner of Bastrop County, who will present our second priority. Thank you very much.

MR. JOHNSON: Thank you.

MR. SANDERS: Good morning. Thank you for the opportunity to address the critical transportation needs of the ten-county capital area.

My name is Johnny Sanders. I've been a resident of Bastrop County for over 50 years and have had the honor of serving the county of Bastrop as commissioner for 16 years and as a previous city council member. During this time I have watched Bastrop and Bastrop County grow. In the year 2000, Bastrop County was the eighth fastest growing county in Texas and the 30th fastest in the United States. Working and living in Bastrop, I can assure you I have developed an up close and personal perspective of the impact growth has had on Highway 71. I'm sure if you have traveled 71 around any weekend, holiday or home game at "the" University or even Texas A&M, you have also had the same experience.

(General laughter.)

MR. SANDERS: There is acute gridlock when both schools are at their respective homes on the same weekend. Last Thanksgiving, traffic through the 71-Highway 304 intersection was running at a rate of 5,000 vehicles per hour. At that volume, motorists can't stop and enjoy the many restaurants and businesses in town -- which we'd love for them to do -- because they can't cross 71.

The Texas Data Center at Texas A&M has projected the county's population to increase from the year 2000 census of 58,000 to 345,000 in the year 2040. Right now we're experiencing an additional 13,000 people over the next ten years just in the immediate west area of town which is Cedar Creek. Today, 58 percent of the county's population commutes to Austin and we fully expect this percentage to increase over time.

We are most appreciative that the first two overpasses planned for 71 will be let this year -- that's at Hasler and Loop 150. We are now requesting approximately $55 million for the remaining five which would extend from the new overpass on 21 West, east through the city of Bastrop, for a total of five miles. We are committed to doing out part by way of utility relocations and right of way acquisition assistance, and ask for your help in moving this very necessary project along.

Safety and mobility are critical to sustaining our quality of life. With the current traffic count of 37,000 cars per day that stop and start at six different red lights through Bastrop, safety and mobility are impossible.

Again, thank you for your consideration of this much needed project. Are there any questions before I introduce our next speaker?

MR. JOHNSON: Do you have anything, Robert?

MR. NICHOLS: No.

MR. WILLIAMSON: No.

MR. JOHNSON: Ric? I do have a question, and this is the question. Given my impression that quite a bit of that traffic is through traffic, going to "the" University or to Texas A&M University on weekends, or wherever they're going, and given the fact that this is a $50 million-plus project -- which I refer to as a pig in the python; I mean, that's a sizable amount of money to work through in our efforts to get additional funding and to disburse that funding; when you can disburse 6s and 8s and 10s and 12s, it's easier than 50s -- so given those two impressions, how does the concept of tolling the main lanes, the through lanes, appeal to the locals, if that were done it would speed up this project by many years. Is that palatable, conceivable, in your way a huge negative?

MR. SANDERS: We're a rural area with a limited amount of money, and I know what you're talking about. We feel like the amount of our population that commutes to Austin in and out every day with 71, we feel like the up-and-overs through Bastrop are what the community wants us to try to achieve at this time. But we'll certainly listen to any suggestions you have for us, sir.

MR. JOHNSON: Well, I am, like I'm sure my colleagues here, at least the people I know who go to Austin, whether they're on state business or have university functions or have children at the university they go see, they come through there, and I'm constantly hearing: Can't you do something about Bastrop? And my answer is hopefully we can, but given the amount of money that we're talking about, it becomes increasingly difficult with that size. Therefore, if we could speed it up by tolling the main lanes -- not the frontage road lanes that service all the commerce which is both east and west of 71 through the Bastrop area -- in my way of thinking it would speed up considerably our ability to fund something like that, and I was just wondering what the reaction of the locals would be.

MR. WILLIAMSON: I guess expanding on the chairman's comments, as indicated in our conversations with the elected officials earlier, we're really cash-constrained statewide and we're three conservative Republicans. We're not accustomed to telling the government they need to give us more money, but the reality is we're cash-constrained all over the state. So anytime somebody walks in here and says we need four main lanes or two main lanes immediately and we'd appreciate it if you guys would borrow half the money on tolls and put the other half up or let us put a quarter of it up and you put a quarter of it and let's get it built in two years, that's a pretty good message for all of us as opposed to this is our priority and we hope you can fit it into your cash flow structure sometime in the next 15 years -- because that's the reality that we face.

I would like to think all the commissioners are focused on one Texas and we try not to do things that divide the state, but everyone in the transportation world in Texas should understand the amount of resources that we have committed to State Highway 130 and we're soon to commit to Interstate 10 west of Houston, and when we do those two things, coupled with the interchange we have in Dallas, there is going to be scarce pennies for the rest of the state for the next five to six years.

So I think what the chairman is asking is: Is it worth looking at tolling the main lanes to get moving in two or three years versus waiting for the tax road to come in maybe 12 or 15?

MR. SANDERS: I appreciate the question. Unfortunately, I haven't been given the authority to answer that at this time. We will certainly work with anything we can do to relieve the congestion, and the mayor and county judge are here today, along with some commissioners and council people, and I think if we --

MR. WILLIAMSON: What you really need to do is go ask -- you've got a bunch of Central Texas RMA guys back here. You need to go back there and make a deal to join the RMA and then ask them to put this up here as an expedited project for the RMA.

MR. JOHNSON: Well, I wasn't seeking your authority on something; I was seeking your opinion. And I visited with the mayor before the meeting and didn't pose this question, but I think it is food for thought. There is a free alternative and that's what, in essence, exists now: you stop at six lights. I jokingly tell my friends who drive that route a lot that the way we're going to solve your problem is just make it green on 71 the whole time and red the whole time on the side streets -- but I don't think that's a realistic solution.

MR. SANDERS: We will certainly huddle with the leaders of the area and do whatever we have to do to relieve that.

MR. JOHNSON: Given, as Commissioner Williamson has said, we are having allocation problems and challenge in that we have limited resources to allocate and demand of a lot of projects, and any way locals can help facilitate that decision with leverage such as toll features makes the timing a lot more quickly to deliver projects. It also provides consistency of time travel. So I think those are two very positive things that could come out of that. There might be some local negatives, and I think that's something that you have to address.

MR. SANDERS: Certainly. We certainly appreciate the three overpasses that you have approved, the one on 21 and the two that will be let this summer, we certainly appreciate those. And we'll huddle up and see what we can do.

MR. JOHNSON: Thank you.

MR. SANDERS: Thank you, sir.

At this time please allow me to introduce the distinguished mayor of Elgin, Mayor Eric Carlson.

MR. JOHNSON: Mr. Mayor, welcome.

MAYOR CARLSON: Thank you very much. Thank you, Commissioner Johnson. It's good to be with you and good morning to all of you.

I've been mayor in Elgin for the last nine years -- sometimes I think it's been a little bit longer than that -- but during that period we've experienced a lot of growth in Bastrop County. I understand Bastrop County is one of the top counties, ten in Texas and 30 in the United States, and it becomes very obvious that we've grown a lot in Bastrop. Coming in today was one of the first times in a long time I've come in during the commuter traffic hour, and it took about three times longer than it did ten years ago, so we're growing very fast.

Elgin is at the juncture of Highway 95 and 290, and as a consequence, we pick up a lot of the traffic off of Highway 95 that gets into the 290 area. As Commissioner Pitts mentioned, Highway 290 is a major link in our interregional system. In addition to car traffic, we pick up a lot of trucks. A lot of trucks now opt to come down 95 and get onto 290 instead of coming into I-35 in the Austin area, and that's one of the reasons we have a great deal more truck traffic going into 290 heading toward the Houston area.

And of course, Highway 21 intersects 290, and as a consequence, we have a great deal of the Texas A&M/University of Texas student and faculty traffic traveling the 290 corridor. In 1995 the Texas Legislature designated 290 from I-35 in Austin to Paige and then 21 into College Station as a Presidential Corridor, connecting the two very jewels that we have, the two presidential libraries. A great deal of effort is to bring into tourists to the area for economic growth, has been very successful, and the 290 corridor is, of course, part of that area.

Unfortunately, Highway 290, as we've heard earlier, we've outgrown the traffic volume. It has become a dangerous highway, and particularly the undivided portions. It's with a great deal of concern, as anyone traveling during the heavy traffic period, if you have to make a left turn, then you're always deeply concerned that somebody is going to hit you from behind because of the traffic volume, and with your wheels turned, it's going to throw you into the oncoming traffic. And that's one of the causes of so many of the tragic head-on collisions that we have on 290; it's a real, real safety problem.

Today, I'm requesting a $28 million project to upgrade the segment of 290 from one mile east of 696 -- which is just east of Elgin -- over to the Lee County line. The area is some 16 or 17 miles -- I'm not sure -- but much of the right of way has already been -- is available. I understand that about 75 percent of it, work has been done toward getting it. In addition, Bastrop County has now pledged $500,000 toward the acquisition of additional right of way.

Yes?

MR. WILLIAMSON: May I interrupt him?

MR. JOHNSON: Sure.

MR. WILLIAMSON: From a cash flow perspective, city and county, what if you didn't have to come up with that right of way money and we did a toll feature?

MAYOR CARLSON: Well, I'm not certain what the impact is. One of the problems with the toll road, we've got so many feeding in, so many of the needs on this system, so many farm to market roads coming in. I just don't know about the feasibility of a toll road in that area.

MR. WILLIAMSON: And I understand that, but let's assume for a moment the toll road is feasible. Would you consider it, as a local official -- I guess maybe I need to get, was it Mr. Lee?

MAYOR CARLSON: Yes, you need to talk to a county official.

MR. WILLIAMSON: But as a city official, would you consider it as a participant in county government through city government, would you consider it a fair tradeoff if you didn't have to come up with the donation or the cash?

MAYOR CARLSON: Well, anything we can do, of course, to help small cities -- for instance on cash -- we'd like to do it. It's just I have some concern about the feasibility of going too much into toll roads. I understand the financial crunch, I really do, but as an aside, if Highway 71 in Bastrop becomes a toll road, then I think it becomes imperative that 290 becomes a divided highway because we'll pick up the traffic. Many people, it's a decision: Do I take 71 to go to Houston from Austin, or do I take 290? And I think that if we go toll road through Bastrop, you will probably pick up a great deal more traffic on Highway 290 on the north. That would be my personal opinion.

MR. WILLIAMSON: Thank you.

MAYOR CARLSON: Do you have any further questions? If not, I'll turn it over to Mayor Sanders here.

MAYOR SANDERS: Thank you so much for giving us the time today. I want to just acknowledge real quickly Betty Voights and the CAPCO staff, and in particular this young lady right here, Erin Tateman, who is our right arm. If it isn't for her -- and you guys know what I'm talking about, if you don't have those assistants, it just doesn't work, and this is ours and she's done just a tremendous job.

I think the ultimate effectiveness of CARTPO rests on a couple of things. One is how successful that we are in being able to bring to your attention regional projects and eventually, hopefully, get them into the funding stage. And I think the other is that as we grow in strength -- and you've seen the representation today -- is that at some point we hope that various entities will look at projects and then come back to them and say: Well, what does CARTPO think of that. Because we truly want to represent the region as to how we do it.

I'm reminded a little bit today of a poster I saw one time and it said: Lost Dog; one eye, three legs, no tail, recently castrated, answers to the name of Lucky.

(General laughter.)

MAYOR SANDERS: And I think we'd be extremely lucky today and gratified if we could get your assistance on some of these projects.

MR. WILLIAMSON: I will guarantee you that will show up in Jacksonville, Texas. That is one for your joke book, Robert.

(General laughter.)

MAYOR SANDERS: If there's any other questions we can answer?

MR. NICHOLS: I had a couple of questions. I'm not quite sure who to ask. One has to do with the second project, the Bastrop project, the $55 million one. When we met yesterday, I asked a couple of questions about that. One is when you're building -- you know, we're talking about making this freeway status for like five or six miles through town which means additional overpasses, frontage roads, things like that, to carry that traffic. I brought up the possibility, since probably 50 percent of this traffic is through traffic -- particularly when there's big events -- you could almost build a reliever route on the edge of town -- if it was eight miles long, $3 million a mile, that's $24 million -- could be built on the edge of town to carry the bulk of that through traffic without having to go to freeway status through town for probably -- I'm just roughly guessing -- half the cost.

I threw that possibility out and you had an answer to that. You said your locally --

MR. SANDERS: The City of Bastrop hired a consultant that looked at that, and the community felt like they would rather go the up-and-overs through Bastrop to sustain the business district. We felt like we'd accomplish more with the up-and-overs than we would through the -- one problem is we have the Houston Toad in Bastrop.

MR. NICHOLS: The what?

MR. SANDERS: We have the endangered species, the Houston Toad.

MR. NICHOLS: Houston Toad?

MR. SANDERS: Houston Toad, yes, sir. So if you go to the north of town, if you loop to the left, you run into the Houston Toad endangered species; if you loop to the right, you're running into the endangered species Houston Toad through Cola Vista. So we have a big problem there.

MR. NICHOLS: They're endangered on both sides of town?

(General laughter.)

MR. SANDERS: They're throughout the pine trees, yes, sir.

MR. JOHNSON: You also have the issue of building another bridge across the Colorado River which is an expensive process.

MR. NICHOLS: So it was a question of environmental and economics versus just we'd prefer to have it in town for local business?

MR. SANDERS: All of those above, yes, sir.

MR. NICHOLS: So I may need to ask is Bill Garbade here? Bill, would you come up so I could ask you a couple of technical questions? You heard the comment on the potential reliever so I'm sure that was evaluated.

MR. GARBADE: Yes, sir. It was evaluated during the environmental impact process for the overpasses that we're going to take bids on right now. Actually, the area that we are in now is moved from the central business district -- that was a move that was made consciously some 20 or so years ago. Used to you had to go through downtown Bastrop to traverse the area. They moved from there to the, quote, bypass where there was nothing, and they got additional right of way at the time so their businesses and all could develop. So there's considerable right of way through there; it's not an issue of having to do additional right of way or do another 183 like in Austin and buy out everybody and shut down everything. There was a conscious decision made to select that alignment a number of years ago, so this is, hopefully, a logical extension of the decisions that were made some 20 years ago.

Also, the river crossing is an issue. We will probably have to widen the bridges in the project they're discussing. If you go on a new location, you've got some considerable brand new bridges across the Colorado River that would be pretty expensive as opposed to just a cost per mile.

MR. NICHOLS: And there really are endangered toads on both sides of town?

MR. GARBADE: There are endangered species all over Bastrop County.

MR. NICHOLS: How can there be so many?

MR. GARBADE: Which we encounter for every turning lane, every traffic signal, everything we do we have to address that issue in Bastrop County.

MR. NICHOLS: Let me ask you another question on the first project, the one you have ranked as priority one, the $13-1/2 million expansion. When we met yesterday, and part of what you talked about today was you had a rail abandonment, I think you've already gone through the environmental studies?

MR. GARBADE: Yes, sir.

MR. NICHOLS: And they're in the process of moving utilities?

MR. GARBADE: That's right, although there's very little utility adjustment because, again, we made conscious decisions years ago to get the utilities where they needed to be so that there's minimal work in that existing right of way to get that out of the way. So this is a phased approach over a number of years, and this is the next logical extension of that plan.

MR. NICHOLS: When they were talking to me yesterday, it appeared that with the right of way, the environmental studies, and particularly when they start talking about the utilities are in the process of being moved, I automatically thought this was probably in what we used to call Priority 2, now we would call it the DEVELOP phase, but it really is all funded from your long-range LRP category or the PLAN category?

MR. GARBADE: No. Some of it is in planning -- I'm really not sure. But anyway, whatever happens, whatever planning phase it's in, when we deal with utilities and all, we try to deal with those people to get the utilities in the right place so that we don't have to deal with excessive amounts of adjustments.

MR. NICHOLS: When we're dealing with Strategic Priority funds -- which is what they specifically have come to ask for -- normally they're in that middle category, the DEVELOP category.

MR. GARBADE: Right.

MR. NICHOLS: Or old Priority 2, and we try to lock in dollars that we can see literally going to contract or construction within 36 months or something like that. If you got a "go" signal, how long would it take? In other words, do we need to move it to the next category up and get some further development work, plans and engineering and things of that nature, and then take it to the next step?

MR. GARBADE: I think so, because we haven't done any actual plan work, PS&E work on what they're requesting.

Let me add another comment, too. They say $55 million.

MR. NICHOLS: No. That's not the one in Bastrop; the other one was $13-1/2. The first one was the 290.

MR. GARBADE: Oh, the one over in Lee County. I'm talking about the Bastrop business and all. Phasing is a possibility; they've given a number, a grand total. Anything, one overpass at a time or one location at a time is acceptable. I mean, you can make location for location work. Anything we do improves the situation, so it isn't an all-or-nothing, at this particular time, type of situation. You can phase it.

MR. NICHOLS: You're referring to the Bastrop deal.

MR. GARBADE: Bastrop, yes.

MR. NICHOLS: Where instead of doing the entire thing, you could do another overpass or two and then a few years later turn around.

MR. GARBADE: Yes.

MR. NICHOLS: I began talking about the Bastrop County project and then later I switched to the Lee County.

MR. GARBADE: I've been focused on Bastrop.

MR. NICHOLS: It was the 290 east of Giddings, that project, which was their number one priority, taking it to a four-lane divided that I was referring to.

MR. GARBADE: Yes, we are already on the DEVELOP on it, I'm pretty sure. According to our records we are.

MR. NICHOLS: Well, I'm sure we should be working off the same records. I just wasn't showing it in my book that way.

MR. GARBADE: We can verify for sure.

MR. NICHOLS: That was my question yesterday.

MR. GARBADE: As of a matter of interest, we bought that six miles of railroad for $85,000, right of way of 60 acres. So again, a good conscious decision made some 12 or 15 years ago in anticipation of things to come, so I think it was a very good business decision that was made back in better times fundingwise, so that we could get to a point where we could even make a proposal at this time.

MR. NICHOLS: Okay. You've answered my question. Thank you.

MR. JOHNSON: Ric, did you have anything?

MR. WILLIAMSON: No, sir. It's always a pleasure to see Mr. Garbade.

MR. JOHNSON: I want to congratulate you on your foresight. I mean, that's a prime example of the way we need to be thinking that we're trying to deal with tomorrow, but we need to deal in the out years as best we can in thinking of these right of way issues and ultimate development issues because it makes things so much easier when we're not having to mess so much with the expense to the utility adjustments, et cetera. It's a lot smoother and a lot more affordable process when we do that.

MR. WILLIAMSON: In fact, we have two -- at least two influential senators in the room right now who are listening to the dialogue, and we would take the opportunity to repeat how much money that decision you made 12 years ago saved the construction fund today with which to build roads in either Bastrop County or in Brownsville or McAllen or Mission or build a bridge. The fact that somebody made that conscious decision 12 years ago preserved construction money now.

MR. GARBADE: I might add that Lee County contributed a portion of that money to buy that railroad too so they were a partner in that acquisition, again in anticipation of better days.

MR. JOHNSON: Well, speaking of partners, I think we're all impressed with what CARTPO has been able to accomplish. To get ten counties to agree on something like this is a Herculean task. When you come from an area as large as Houston like I am, getting ten subdivisions to agree on something is impossible, and what you've accomplished I think is incredible and it makes our job a lot easier. These are obviously well-traveled, certainly by me and I know by colleagues, roads and so we're very aware of the challenges that you face locally with these issues, and we're very familiar with these roads. And I think as Ric implied and I think Robert and I would both reinforce it, we need to do these things and it's a matter of funding, and it's a matter of allocating the funds when they're available.

MR. SANDERS: We understand and we thank you very much for your time this morning. We appreciate it very much. And if we can help you in any way in the future on Central Texas projects, information you might need and so forth, please don't hesitate to let CAPCO know and we'll certainly get back with you. Thank you.

MR. JOHNSON: Thank you.

MR. NICHOLS: Let me say one thing.

MR. JOHNSON: Yes, sir.

MR. NICHOLS: I just wanted to say to you as a group, congratulations on a job well done. That is an amazing feat to pull such a big area together over a two-year period. I know this is your first opportunity to come as a body, but for those of you who have not been involved in these type things, I will tell you they did a good job, your elected officials, of working together, putting a presentation, meeting early, the information. You did a very good job, about as good as I've ever seen. Thank you.

MR. JOHNSON: Before we break to let the CARTPO people return to commerce and industry, I think Senator Hinojosa wanted to come forward, and I don't know if Senator Lucio wanted to speak at this point in time or not. Senator, we're delighted that you're here. I know that you have an extremely pressing schedule, and so welcome.

SENATOR HINOJOSA: Mr. Chairman, commissioners, thank you for taking me out of turn, and I'm here to show support for the Anzalduas Bridge project. As you well know, the Rio Grande Valley is one of the fastest growing areas in the state of Texas and in the country, and our trading continues to increase with Mexico to the point that it has become the number one trading partner for the U.S. and it's good for our economy.

But let me say, you may be three conservative Republicans, but I'm a Democrat and I'm willing for a 5 cent increase in a gallon of gasoline to pay for transportation needs in the state of Texas. I think it's a very good investment. I heard Ric, my good friend who served with me in the Texas House, the needs that we had for our transportation system in Texas, in Houston, and I understand it very well, and I think sometimes we've got to bite the bullet, and for my part as a Texas senator, you have my vote to increase gasoline taxes.

MR. WILLIAMSON: You're very kind. You've always been a good friend of transportation.

SENATOR HINOJOSA: And again, I'll let the rest of the delegation speak on the details of the project. I just want to tell you I'm 100 percent behind in supporting this project because it will benefit not only the economy of the Rio Grande Valley but the Texas economy. Thank you, commissioners.

MR. JOHNSON: Thank you for being here.

MR. WILLIAMSON: Thank you for coming. Good to see you.

SENATOR HINOJOSA: Good seeing you.

MR. JOHNSON: Senator Lucio, delighted to see you again.

SENATOR LUCIO: Thank you, Mr. Chairman, commissioners. I'm very, very pleased to have this opportunity to come before you. I want you to know that Saturday is an important day, and if I had it my way, I'd try to find $10 billion for you additional to what you already have to try to help you out, but obviously that's a different situation.

I obviously am here, commissioners, to support the delegation that's coming from the Valley. You know what that's all about. The Anzalduas International Bridge Board is requesting, as you know, funding to extend the Anzalduas Road by constructing a 1.8 mile long connecting roadway in Mission from the General Services Administration complex north to merge with Bryan Road at 1.7 miles south of US 83, and construct grade separations at the Rio Grande Railroad and FM 1016, the 3.5 mile extension to be added to the state highway system. Obviously this is continued infrastructure that will set the pace or the norm for what is unfolding down there as we look at NAFTA, as we look at the tremendous growth in that part of the state.

Demographics given to us by our state comptroller and other experts indicate that we will grow three times bigger than we are today in the year 2030. That really concerns me, and I'm sure it concerns you as leaders of this state that deal with these issues of infrastructure.

I'm here to seek your support; I'm here to let you know that I continue supporting the efforts that you've been involved with over the years. And my intention on the floor today was to say that we have three outstanding commissioners already, I just want to give them some company.

MR. WILLIAMSON: You just want two more?

SENATOR LUCIO: We either narrow it down to one, and that would be hard to choose from the three outstanding ones so you won't have any problems when you go to breakfast and have a majority of the commission.

Seriously, I thank you for this opportunity and applaud you again for the public service that you're involved with, and I think the governor has been very wise. The last two governors that I've worked with obviously have shown great interest in making sure that those serving on this commission reach out throughout the state and have the right positive impact on the people of the state of Texas, so I thank you for that.

MR. JOHNSON: Thank you.

MR. WILLIAMSON: Thank you.

MR. NICHOLS: Thank you.

MR. JOHNSON: Ric, did you have anything further to say?

MR. WILLIAMSON: It's always good to see my friend Eddie.

SENATOR LUCIO: Yes. I tell you what, we're going to have a big pachanga in two days and I would welcome the opportunity of having you around. Maybe we can roll up the sleeves and not talk any business, just talk about the future of our state. I think all of us are very much interested in that.

MR. WILLIAMSON: Yes.

SENATOR LUCIO: Thank you.

MR. JOHNSON: Thank you for being here.

We will take a brief recess now so that the delegation from Central Texas can leave and the Anzalduas delegation can come in.

(Whereupon, a brief recess was taken.)

ANZALDUAS INTERNATIONAL BRIDGE BOARD

(Rep. Ismael "Kino" Flores, Rep. Roberto Gutierrez, Carlos I. Garza, Mayor John David Franz, Mayor Norberto Salinas)

MR. JOHNSON: We will reconvene this meeting. Our second delegation comes to us this morning from South Texas and the Greater Rio Grande Valley. Their group brings representatives from Mission, McAllen and Hidalgo, which I understand makes up the bridge board. I believe that the chairman of the Anzalduas Bridge Board and mayor pro-tem for the City of McAllen, Carlos Garza, is up first. Welcome. We're delighted that you're here.

MR. GARZA: Thank you, Mr. Chairman, members of the commission. I'd like to begin by first thanking the commission on behalf of the entire Bridge Board for the opportunity to come by and give you an update as to the progress we're making towards the commencement of the construction of the Anzalduas Bridge crossing, and also to afford you the opportunity to expand your partnership with us in bringing that into reality.

I'd first like to introduce and allow a little bit of time to one of our state representatives, Representative Kino Flores, within whose district the Anzalduas project is located.

MR. FLORES: Thank you, Carlos, Mr. Chairman and members, commissioners. It is indeed a great opportunity and an honor to stand before you, and with me today are all these people in favor of the project that we're working on here.

What we want to do is just lay out some situations and I guess bring a proof, a model that hard times call for difficult situations and difficult decisions and how the regional projects are now starting to make more and more sense, and as we've been working on this project -- and our hats go off to the staff members and the elected officials in these three, four, five areas that are combined together, as well as the American and the Mexican side and they've spent endless hours putting together a packet that we feel is going to help us to ensure that the southern part of Texas -- which is the front door to Texas, the front door to America -- and how all these projects tie in not only to us in the Rio Grande Valley but tie into San Antonio with the new Toyota plant and tie into Detroit, Michigan and all those on I-69 and all this good stuff that we've heard about.

But today you're going to hear a presentation that takes into account a lot of hard work, a lot of hard work, and it's something that makes sense, and I know that we have a tough job in the legislature but you have a tougher job. And I enjoy coming here because I just spent two sessions on Appropriations and asking you: Well, go back and prioritize that project and come back with something better, make that budget a little bit leaner. And for us now the roles are reversed and we stand before you asking you for your assistance in a project that is going to make a tremendous impact to the Rio Grande Valley, an immediate impact, because we're going to be able to do different things that we've been talking about, and then also it will prepare us for things that are going to happen in the next 10-15 years, and the next boom of the State of Texas is happening right there in the Rio Grande Valley.

And in closing, members, I commend you for the work that you've done and we would ask for your continuing assistance to this project. And I thank all those individuals from the Rio Grande Valley who have been involved in this project since day one, and what you'll see today is a lot of hard work on their part.

And Mr. Chairman and commissioners, with that, I will stop there and entertain any questions you might have.

MR. JOHNSON: Ric, do you have anything?

MR. WILLIAMSON: Mr. Chairman, as always, just for the record, when a member who has been strong in transportation is here, I don't hesitate to say, and you have been one of the strongest and we appreciate it very much.

MR. FLORES: Thank you so much.

MR. JOHNSON: Robert?

MR. NICHOLS: No, I had none. I was going to listen to the whole thing. But I appreciate it. Thank you.

MR. GARZA: Thank you, Kino.

Let me begin by orienting the commission as to the location and the importance of this project. The Anzalduas Bridge crossing connects the cities of Mission and McAllen to Reynosa, Tamaulipas. It's located approximately three miles west of our existing bridge at Hidalgo, about 7-1/2 miles west of the Pharr Bridge.

There are a couple of things that make this crossing unique, and one of the things that has allowed us the opportunity to master plan this facility is the fact that on the American side we have basically one landowner, the Hunt Group out of Dallas that owns about 6,000 acres that is well on its way through the development phase; and on the Mexican side, we have the Grupo Rio San Juan that has approximately 11,000 acres. What this affords us is a tremendous opportunity to master plan two economies, two border economies and properly connect them and provide them the proper infrastructure to help them succeed, which will benefit both areas and both sides of the border.

The Anzalduas Bridge will be the third bridge to service Hidalgo County. Once constructed, it creates the shortest passage between the autopista that connects Monterrey to Reynosa and future I-69, that span being about 12 miles. It also affords us the opportunity to use the latest in technology, which we believe will help vastly improve the efficiency of these bridge crossings, particularly this one, and reduce the time it takes to cross both vehicular traffic and cargo some day. And of course, it would obviously create the quickest connection between Mission and McAllen and Reynosa, Tamaulipas.

Another important aspect of our project is we've been very sensitive to the ecosystem that exists along the Rio Grande River, and in fact, this project will enhance that with the donation of an additional 160 acres to the corridor that is currently maintained by U.S. Fish and Wildlife.

The bridge span itself is estimated to be approximately 7,400 feet in length. The first 1,400 feet takes us from the Rio Grande River to the bank or floodway, and about 6,000 feet is what it will take to span the bank or floodway, and just north of the north levee of the bank or floodway you see the master planned U.S. border station which we then will need assistance to connect to the existing roadway structure.

The total investment cost we're projecting at about $73.4 million. That breaks down as follows: the toll bridge is estimated at approximately $37.4 million; the federal inspection facilities are estimated at $13.2 -- and I might add, when President Bush sent his 2004 budget to Congress recently, there's a specific line item in that budget, a line item budget of $18 million for the construction of those facilities, at least the first phase of those facilities. Highway and right of way commitments, as we all know, are extremely important. We're very fortunate, as I said earlier, that we have one landowner on the American side, the Hunt Group, Gray Hunt out of Dallas, and they have donated very ample right of way -- in fact, about 400 feet width of right of way -- that will connect the border station to the existing highway system. We estimate that value to be approximately $6 million. And then the request that's before you today of $16.7 million, that should total to the $73 million in projected costs.

Looking at it on a percentage basis, you have a partnership -- and I'm going to speak a lot to partnerships this morning -- you have a partnership between three local communities: the City of Hidalgo who has been our partner in the existing bridge for many, many years since the early '60s; the City of Mission; and the City of McAllen. The local participation through the Bridge Board will fund about 51 percent of the project. As I said earlier, the GSA funding will represent approximately 22 percent, and our request before you today represents approximately 27 percent.

We've had quite a few entities assisting us in the development of this project. We currently have Dannenbaum Engineering out of Houston engaged to actually design and complete construction drawings and site design. We are estimating that within two months, by the end of June of this year, we will have construction drawings ready and be in the position to be able to go out and bid the bridge structure itself. In the past, we've used the Center for Transportation Research at UT Austin to help us with origin and destination studies; L&G Engineering has helped us with highway connections; First Southwest Company serves as the financial advisor to not only the Bridge Board but all three community partners; and in another partnership that we formed with GSA, both GSA and the Bridge Board funded Marmon-Mok Architects out of San Antonio to create a master plan for the Port of Entry.

And I think that's another point that is extremely important, especially as we look at the needs going forward of homeland security, inspection stations that TxDOT will require. The opportunity that we've had to master plan this facility has been very important to us, and you'll see the master plan in a little while and you'll see the reserve within that master plan that we have for TxDOT for its safety inspection facility.

On the U.S. side, we've had partnerships. Obviously the Bridge Board has been very involved; GSA, the U.S. border station partnership. Hunt Valley Development has been a tremendous partner, very easy to work with and very supportive of our efforts, and as I said, they have donated approximately $5- to $6 million worth of right of way. EDA has played a big part; they have partnered with TxDOT on the extension of Bryan Road south from Expressway 83, and of course we're before you today asking you to extend your investment that you've already made along Bryan Road and on 1016 and on Shary Road -- some of those projects currently under construction -- to interconnect our border station with the existing infrastructure which you've already built.

On the Mexican side, we have partners as well. We work very closely with the Republic of Mexico and its various agencies -- in fact, let me say that as we're meeting here today, there's a meeting taking place in Mexico City among the various agencies that must approve the permit and the contract and the concession on the Mexican side, and we continue to have conferences between our State Department representatives and their counterparts in Mexico to make sure that our process stays on track.

The State of Tamaulipas has been a good supporter of the project; so has the City of Reynosa. I mentioned earlier that we're very fortunate to have one group on the Mexican side that owns approximately 11,000 acres. That group is the Rio San Juan Group. They have a subsidiary by the name of Promotora de Anzalduas which is the actual operating entity that is the entity that has been designing their side of the bridge and furthering the commitment of the Mexican government on the exchange of final diplomatic notes.

Let me say that insofar as design is concerned on the Mexican side, they're a little bit ahead of us and they plan to be through within weeks of their final construction drawings and would be in the position to be letting the Mexican side of the bridge structure and border station.

Before you, to recap, we have two requests: one of them is for the funding of the roadway that would connect the border station to the existing Bryan Road and that funding is in the area of about $16.7 million, breaking down $15.2- for construction and $1.5- for design; and our second request is that once that is constructed and along with that section that it connects to on Bryan that that 3-1/2 mile stretch be added to the state highway system for maintenance into the future.

At this time I'd like to introduce one of our partners, the mayor of the City of Hidalgo, Mr. John David Franz.

MAYOR FRANZ: Thank you, Carlos. Chairman Johnson, Commissioner Williamson, Commissioner Nichols, thank you for allowing us to speak to you.

The map up here shows the location of Anzalduas, and although it shows a small region, an area in Hidalgo County, the impact of this bridge will be felt statewide and nationwide. It's important to put this in the context of the geography. If you think of the continental United States and Mexico, put that picture in your mind, the Anzalduas Bridge crossing sits right smack in the middle of a major trade corridor: everything east and north of Mexico City, straight through the Rio Grande Valley, Anzalduas, up to San Antonio, Houston, East Texas, on out to the Midwest and to the Northeast.

Mexico is Texas's largest trading partner, one of the largest trading partners to the United States, and this is a natural geographic crossing point and that's why it's so important. Now, there are 10 million people within 150 miles of this crossing on both the Mexican and United States sides. It's vital that we prepare to move goods and people across the Texas-Mexico border.

I want to talk a little bit about the history of the project. I got elected and started working on this project in 1990. In 1990 we were talking about being forward-thinkers; the mayors and leaders in McAllen and Hidalgo were talking about the future; we were talking about needing additional crossings because we foresaw the need for this; we were thinking about planning, being proactive, not reactive. Well, gentlemen, the future caught up with us and we're now behind. Thirteen years later, the needs that we projected in the early 1990s are obvious today.

Let me go back. In '92 we got before TxDOT and got a minute order where TxDOT made a commitment without the funding at that point. They basically said, Folks, when you get together and start building this project, we're going to be there for you and make sure that you connect to the highway system. And we'll talk a little bit about that minute order a little later.

A couple of years later in '94, NAFTA comes into play and the growth that we've been experiencing every year, 3.3 percent growth on an annual basis at our existing bridges. Pharr came on line a little after that and we expected traffic to drop at Hidalgo. No. It continued to increase, it spurred more crossings.

The photograph that you see on this screen shows backlogged traffic in Hidalgo. This morning I had the privilege of meeting with Luis Saenz, one of the governor's senior advisors -- he's an old friend from Carrizo -- and we were supposed to meet for breakfast at 7:30 this morning and he got in at about ten to 8:00 and he apologized, and he said, Mayor, it took me a half hour to go one mile on IH-35; I'm sorry I was late. And I said, Luis, that's flying compared to what happens on the border; it takes us an hour to an hour-and-a-half to go half a mile, so we'd love to go a mile in half an hour.

And we've got congestion; it's a serious problem. We need to cross into Mexico, Mexicans need to get into Texas, and gentlemen, time is money. There is nothing more inefficient than having a car sit emitting pollutants, sitting on a roadway not doing anything. And it's even more critical when you've got trucks and commercial carriers that don't have the ability to move across efficiently.

So we've got a great plan here. That's the situation now. The things that we planned for in the early 1990s have caught up to us and now we're behind and we need to play catchup. What have we done? We've got agreements with 43 state and federal agencies approving this project, everyone involved in Washington as well as Austin. In 1996 we submitted a regional mobility plan to TxDOT that's been before you for the last seven-eight years. We completed, at the request of TxDOT, origin and destination studies on the traffic demand; they substantiate the need for this crossing. And in 2000 in Hidalgo County we included this project, the connection between the GSA facilities and Expressway 83, on the Hidalgo County MPO plan.

Major milestones. In 1999 the Department of State issued a U.S. Presidential Permit to us. This was after nine years of hard work. In 2001 the Mexican government issued its preliminary initial Mexican diplomatic note. In 2002 the things that we've completed are our master plan which includes provisions for the TxDOT safety inspection facility that is something that proponents at TxDOT want to see and we are in full agreement with that. We've commenced bridge and highway connection designs, and there's been a submission to the federal government under TEA-21 for TxDOT funding for this particular highway.

What do we need to do here in the next couple of years? As Carlos Garza just mentioned to you, Mexico is wrapping up their package, we need to get the final exchange of diplomatic notes; we're ready to go on funding bond sales for construction capital; we're almost complete with bridge construction plans -- I was told this morning we're 75 percent there. We plan on beginning construction on this bridge in 2004 and we hope that we'll have funding in place, the design completed, and commence with construction in '04.

Getting back to the TxDOT commitment that the board members back in '92 made to us. Basically in this board minute order -- and I think it's under Tab 3 in your notebooks -- the gist of it is that TxDOT said they would undertake the development of a project for a connecting roadway to GSA -- that's the toll bridge facilities -- and that they would provide state highway system access to and from the proposed international bridge. When that minute order was entered, there was no funding set aside, but we're now asking that we take the necessary steps to ensure the funding so that we can fulfill that commitment.

Our local commitment, working closely with Mr. Mario Jorge, your district engineer in Pharr, they've asked us for a number of things which we've completed, including: route analysis, public hearings, preliminary schematics, cost estimates. We've acquired all the right of way asked of us and the environmental assessment is currently under final review. We expect that to be completed favorably in the next couple of weeks.

At this point I'd like to introduce my good friend and another partner in the project, Mayor Norberto Salinas from Mission, Texas.

MAYOR SALINAS: Thank you, John. Thank you and good morning, commissioners, and thank you for the audience. I applaud the presentation Carlos Garza our chairman made and John David Franz.

This is a project that's been long in planning; this is a partnership that became back in 1998, the minute order came in 1992. But as you can see in this plan here, thanks to TxDOT and the communication with the cities that we are in partnership with and the whole Hidalgo County and of course our drainage district and the support of the county commissioners court, we were able to get TxDOT and MPO support that Bryan Road -- which became an EDA grant and also a project of TxDOT -- that we already have all of that right of way completed all the way down to 1016.

As you know, 1016 is almost completed all the way; it is already completed all the way to our little community of Madero, and Tipperman was done approximately four months ago which we already bidded out the project and Forest Moss Paving is doing that expansion from the little community of Madero on 1016 all the way down to the expressway.

The other important thing that happened here three or four years ago is that the expansion and new support of the construction of the expressway which came in to cover the City of Mission and the City of Palmview so we were able to flow traffic east and west. The other thing is that we were able to get TxDOT support on Shary Road which we are under construction right now together with the City of McAllen committing to buy and acquire all the right of way that we did. Right now we have a beautiful community that's being developed by Hunt Development out of Dallas and can see close to about 800 tops there right now. That expansion is almost done, should be done by the end of this year.

The other expansion is the one that we did on Bryan, the one we're doing on 1016. One of the most important things for this bridge -- we've got GSA support and of course TxDOT's commitment to do the inspection station which we support, and we got a resolution supporting our inspection station by DPS -- is the main route that we call the Military Parkway that will be going west.

In case Pharr gets to come up with a capacity of trucks and we can have our trucks on Anzalduas Bridge, we will be able to reroute the trucks going all the way down to Abram Road. We've already started buying right of way west of 1016 which will be our Military Parkway.

The City of Mission is very committed, our MDC people, MDA people that are bringing industry to this area. Of course, none of this would be possible without the support of the City of McAllen and the City of Hidalgo. It's been a good partnership for the last four years. I think that a lot of people do not plan the way this partnership has planned. By the time this bridge is opened, we'll have almost all our infrastructure in place, and we would not be able to do this without your support. This is a great economic proposal. I think it would be the biggest economic impact into our areas simply because we'll have accessibility for the people in the Rio Grande Valley or the cities of Mission and McAllen to go into Reynosa a lot easier and have the people in Reynosa and Monterrey come a lot easier to our area.

Our boom in the City of Mission has been going on for the last three or four years; our values have gone up. We've been able to give our taxpayers a little break on the old neighborhoods, and the reason we've been able to do this is because of the support we've gotten from the business community and people like the Hunt Valley people who have been able to invest a lot of money in our area.

We're still very committed to this project and all we need is your support. Hunt Valley has donated all our right of way for the additional 300 feet of right of way that we'll need on the east side of Bryan Road, and it's close to about $5 million worth of property that they have donated to us.

We've had our environmental study on this route; we've had several public hearings -- as a matter of fact, we've had about eight months of public hearings in our city council; we had a lot of communication with the area and the hospital, the nursing home and a lot of people who didn't want trucks through the hospital. We finally went ahead and discussed it for about eight months, finally got a resolution out to you, and of course, that came out very positive. The growth has shown that we were able to work very closely together with McAllen and the City of Hidalgo.

Chairman Garza and Mayor Franz have stated very well that this is a commitment that we have not only from us but from Mexico. We've kind of promoted this bridge all over Mexico with our communities in La Laguna and Torreon, and we've gone through Saltillo, we've gone through Monterrey, the City of McAllen has worked Guanajuato, and I think a lot of people are looking forward to this project.

So with your support, we've been able to do very well for our community, and first of all, if it hadn't been for TxDOT, our local district, we would not be here right now because they have done excellent work, and the commitment that TxDOT has made to our area in the Valley has been great. And talking to Mario Jorge, we have a lot of good things coming up in the next years to happen.

I am part of the MPO right now, and we do stick very closely together. So again, thank you very much for allowing us to come here and asking you for this support.

MR. JOHNSON: Thank you.

MR. GARZA: Thank you, Mayor Franz and Mayor Salinas.

Let me close with a few concepts that one I picked up from the earlier presentation, and I think I heard Commissioner Williamson say how much cheaper it is to plan ahead, acquire the right amount of right of way, that extra right of way, and to really have a long-term vision for what this facility will do for the area, and what it will need to look like not just today but 20 years from now. And I think we have done that, as Mayor Salinas has pointed out.

The vision that I have always had is that unlike other Ports of Entry that pour out into congested areas, the opportunity that we have at Anzalduas is one that doesn't come about very often in a highly urbanized area such as the one we're looking at here today. This is an opportunity that outside of one intersection coming out of the border station you will be able to get on a highway system that will link you to Expressway 83, to the interchange in Pharr, and northward to either San Antonio, Houston and beyond. If you look at many of the other facilities, the Pharr Bridge, those in Brownsville and other communities in Laredo and El Paso, because of the situations and urbanization around those bridges and the lack of some planning, that opportunity doesn't exist. This is one where we have that opportunity and to not seize that opportunity I think would have great consequences into the future.

In order to get this thing off the ground, we work various agendas every day: we have an agenda that deals with the construction aspects of the bridge; one that deals with the financial aspects and the financing of the bridge; we have one that deals with the Mexican permitting; and then we have one that deals with GSA issues. And I can tell you that we're making tremendous progress in each one. Let me give you a small example.

I mentioned earlier on the Mexican agenda that there's a major meeting in Mexico City today. We met with GSA several weeks ago. Their plan is to be in position by December of this year to let out a design-build contract for the border station facilities that are funded already in the '04 budget. On the U.S. side, again, we're far along on the design, the financing in our case is somewhat easy. The Bridge Board is fortunate to have large reserves already against this project cost, but through the summer we will be up in New York starting to do our bond financing. All the agendas are coming together, and our purpose for being before you today is to further the agenda that we have as it relates to connecting this facility with existing infrastructure that you've already created.

Let me say -- and I think that Representative Gutierrez touched on it -- our area post-9/11 -- and let me speak also to bridge crossings after 9/11 -- our bridge at Hidalgo continued to show increases in comparison to the prior year periods for every month since 9/11. Lately, because of the Iraqi war, we've had a little bit of a decline, but it was interesting that even after 9/11 the traffic counts continued to stabilize and increase as compared to the prior year period.

We talk about capacity sometimes when we look at the bridge at Pharr -- and even though a Presidential Permit has some limits in there that are far beyond where the capacity is now -- in actuality in practice the Pharr Bridge, we think, is not far from capacity; certainly it's not far from efficient capacity, and I think that's something that will remedied by the Anzalduas Port of Entry.

Again, we've taken a partnership approach, and before I close, I do want to introduce several folks that came up with us. Representing, on the Mexican side, Grupo Rio San Juan is the president of Promotora de Anzalduas, the arquitecto Garza Arispe. Representing the Hunt Group, we have Max Yzaguirre and Pat Brewer. And again, we've adopted a new vision statement and it's a quote from Commissioner Ric Williamson, and it says: Let us think big, let us plan large, and let us execute huge together.

MR. WILLIAMSON: That's great.

MR. GARZA: And I don't mean to put you on the spot, Commissioner, but it is a great statement.

MR. WILLIAMSON: That is great.

MR. GARZA: And it's one that really explains what the Anzalduas project means today and what it will mean to the future of Texas and the increase on cross-border trade between the United States and its largest trading partner, Mexico.

Again, I want to thank you on behalf of the Bridge Board for having the opportunity to come before you and give you an update. We think we're on track and we plan to be under construction early 2004, and we would love your assistance and your increased partnership interest. Thank you. I'll be glad to entertain any questions you may have.

MR. NICHOLS: Sure. I had several things. It was interesting to have a quote from Ric; that's a very good move.

MR. WILLIAMSON: Warms my heart.

(General laughter.)

MR. NICHOLS: There's one. I had, I think, three questions.

MR. WILLIAMSON: In fact, whenever I saw you, my first instinct was to say: Let's go.

MR. NICHOLS: I think you were here during the first meeting. On the environmental study, you didn't run across any of those Houston Toads down there, did you --

MR. GARZA: No, we didn't. We had others, but again, we were very sensitive and we've, in fact, expanded the right of way.

MR. NICHOLS: -- wandered quite a way from your home town. I want to ask a question about rail. You know, this is a great project, but it's all road traffic, trucks. I saw in some of the maps that there is a rail line that goes to Hidalgo. Does that rail line cross the river?

MR. GARZA: No, it does not.

MAYOR SALINAS: We have a rail permit but it's in the Madero area going across. That permit has been issued some years ago; it's a rail permit going across Anzalduas.

MR. NICHOLS: Is there any plans or discussions on this to try to think in terms of rail?

MAYOR SALINAS: I think we've all been talking about a rail system here for the last year or so and I think it's a great idea that we started looking at the rail system, but we do have a rail permit to go into Mexico. I don't know why we haven't followed up on it; I think simply because we do want to get this project first. I think there's a permit owned by the City of Mission that we could transfer over to the Anzalduas Bridge.

MR. NICHOLS: Is there a rail system on the other side of the border?

MAYOR SALINAS: I think there is.

MR. NICHOLS: And I can see there's some rail in close proximity on our side.

MAYOR SALINAS: Yes, there's rail all the way down to our trade zone that comes through the Madero community.

MR. NICHOLS: In the master plan, even though it may not have rail at this time, is there in the master plan a provision where rail could -- I'm seeing somebody nodding their head.

MAYOR FRANZ: If I may. The reason, Commissioner Nichols, that you don't see rail before you is consultants and federal officials have told us early on you're going to get this thing a lot quicker if you concentrate on commercial and vehicular traffic, but certainly that is part of the master plan, and as soon as we get our roadway system online, rail is going to quickly follow, and there are plans that the City of McAllen has put forth to relocate certain rail lines and take rail, and I know on the Mexican side rail is nearby, so in the future you will see rail, although it's not a part of our project at this point.

MR. NICHOLS: We think that's real important to be thinking and working in that direction because it's also a very valuable form of transportation.

Third thing was in my book -- I mean, the first part that was in the presentation, in my book I'm seeing a Phase 2?

MR. GARZA: Yes.

MR. NICHOLS: Which is a major expansion of the roadway and interchange up to 83.

MR. GARZA: That's correct. And we're here only on Phase 1 and Phase 1 connects the border station to existing infrastructure on Bryan, about a mile point seven, I believe. The second phase would be to interconnect at an interchange at Bryan and Expressway 83 that intersection, make it a seamless connection onto the interchange.

MR. NICHOLS: But Phase 1 would get us in the business and get us going.

MR. GARZA: Exactly.

MR. NICHOLS: And then we can come back later.

MR. GARZA: Once traffic will warrant the support of that and once cargo is approved because initially this will not be a cargo facility.

MAYOR SALINAS: In the environmental and our TxDOT route study, we have protected the 300-foot right of way that you're talking about, Phase 2. All the right of way is protected all the way down to Expressway 83 on the 300 additional foot of right of way that we need over and above what we have right now. So all that has been protected and gone for public hearings.

MR. NICHOLS: So we will be looking at -- once you get this going, get it working, then we'll start working on Phase 2.

MAYOR SALINAS: The most important thing that right of way is protected already on Phase 2.

MR. NICHOLS: Very important. When you get into evaluating Phase 2 and some of your hearings and stuff, obviously there's a five-lane facility there now, so you're looking at a freeway status with frontage roads and stuff like that and an interchange, which I would anticipate your volumes would be at volumes fairly substantial, and you're going to have a tolled bridge and this is almost immediately after. I would suggest as you have some environmental hearings and further hearings on that Phase 2 portion that you start thinking in terms of giving consideration to a toll in there also. I'm not saying it's mandatory, but I think it's certainly important as you get into that phase because that's a very expensive project -- I mean, that's $75 million by itself.

MAYOR SALINAS: The environmental has already been done and been given to TxDOT.

MR. NICHOLS: Okay.

MR. GARZA: Again, all that will be based on the traffic, and cargo traffic particularly, warranting that second phase.

MR. NICHOLS: All right. Thanks.

MR. JOHNSON: Ric, did you have anything?

MR. WILLIAMSON: I do. I have several questions, Mr. Chairman.

First of all, I am complimented that you took the quote, I appreciate that, because that is how I approach government. I think government frequently thinks within its fiscal constraints when it could think outside the box and then execute within its fiscal constraints.

Then before I ask my questions, I just want to say to each of the mayors, all three of you have been partners with TxDOT and willing partners on some very difficult issues that the state has had to deal with, and my thoughts here wander toward the inspection station problem. Unlike some communities along the border, you have helped us solve the problem, and I think I speak for all three of us, we deeply appreciate that. When local leaders cooperate, even when it doesn't seem to be in their best interest immediately, to solve the bigger problem, the state problem or the international problem, we take note of that here and it means something. And for that I say thank you.

I have a couple of questions that would give you -- and more particularly that fellow out there writing on that pad -- an impression. I don't want you to get the wrong impression. I like this project a lot, I've followed it actually long before you got here. I think there are some statewide reasons for this project to go to the top of the list, but I have a couple of questions that would indicate that I don't feel that way, so I don't want you to think that.

In your layout you show the first phases or so stopping, going north. How would you react if we asked Mario to look into going ahead and taking the road in a northwesterly direction, a sooner road than a later?

MR. GARZA: Very positively.

MR. WILLIAMSON: And is the economic impact that you anticipate in your communities -- let me think of how to phrase this -- would you be negatively impacted if international trucks were incented to keep going and not stop?

MR. GARZA: Actually, Commissioner, that's exactly what we're trying to do. That portion of the traffic that needs to come into the foreign trade zone, it will have its access to the foreign trade zone. What we're trying to do is take that segment of the traffic that needs to just get on the interstate, proposed I-69, and head northward, we're trying to move it through our community with the minimum amount of impact on the community. That is exactly what we're trying to do and with the plan that we're proposing we can achieve that, unlike many other ports that are unable to do that.

MR. WILLIAMSON: That's a great answer. So you wouldn't be disturbed if I just suggested that you either ask our TxDOT leaders locally or even maybe ask us to help you consider what additional costs -- don't freak out now -- what additional costs might be incurred if we designed the bridge and got cooperation from the Republic of Mexico and the road coming off the bridge into the United States to handle 100,000 or 120,000 pound trucks? Because we sort of have this idea -- or I should say the governor has this idea that it may be in Texas's best interest to begin to think about how we can allow heavier trucks to move from port to port to port that might be good for us from an economic standpoint and from an environmental standpoint. We might have fewer trucks hauling as much freight on special truck lanes. So I'm just suggesting that that might be something to give some thought to.

MR. GARZA: Let me respond this way, Commissioner. I think you're going to find that the partnership that is before you today is extremely entrepreneurial and very open-minded and trying to solve the problems of 20 and 40 years from now, and we're looking at anything that makes sense, from truck lanes to any new technology that will help us move traffic that needs to just move through our community northward as efficiently and effectively as possible. So I think you'll find us to be a very willing partner in exploring any possibilities to accomplish that.

MR. WILLIAMSON: I just would not want you to -- please don't interpret the question as meaning well, why don't we wait till that's done because that's not what I'm suggesting. We need to move forward; I'm just saying that we ought to be thinking about that.

MAYOR FRANZ: Commissioner Williamson, if I may add to the response. As a mayor of a border city that had trucks in seven-eight years ago before Pharr came online, there was concern in the community well if we ship the trucks to Pharr, we're going to lose revenue at the bridge. Well, it was important for us to make the Hidalgo-Reynosa crossing more of a passenger crossing, a community type crossing, and it was a godsend to ship the trucks to a port that was designed for that. Now we're getting congestion at Pharr and the need arises for Anzalduas and this is going to be the trade route, the commerce route with also the ability for people coming in from Monterrey to come through here. So we could be selfish like a lot of communities and say we want all the traffic coming through here so that they can stop at our convenience stores and shop in town, but you know what, the indirect benefits to our community in terms of jobs -- location of jobs because there are logistical concerns every time you have these crossings -- that's where we're going to reap the benefits, the local benefits: when people locate to the border area to make sure that their commerce gets crossed efficiently.

So we're looking at the big picture, and yes, you might think traffic means immediate sales tax benefits in gas sales and diesel sales, but that's not the big picture. The big picture is that the whole border prosper.

MR. WILLIAMSON: Amen, absolute amen.

MAYOR SALINAS: And I understand what you're asking us to do and I think we are doing that, and we will probably be coming back to ask you for the support of doing the northwest route which is the Military Parkway which we at the City of Mission, together with the AMITC board have started to buy right of way because I know one of the best ways to get you guys to support us is by having our right of way in place.

MR. WILLIAMSON: Absolutely.

MAYOR SALINAS: We have a northwest-bound which is Military Parkway which the City of Mission is doing, together in conjunction with the AMITC Board. We have that route in place. Matter of fact, we just got a commitment from Mario Jorge on one of the old bridges that we have on Inspiration Road and Military Road. Those are things that we are planning, and I think you're right, and we appreciate your commitment for this route because it's very important for us. We already bought some right of way from a farm that is especially for this kind of truck traffic that we want to do there in bringing it out of Anzalduas.

But yes, you're right, we're ahead and we're planning ahead to be able to come back to you guys and ask you to help us do that special route that we'll need for trucks, the Military Parkway.

MR. WILLIAMSON: Well, the legislature, we don't have any way of knowing if they'll pass these packages.

MAYOR SALINAS: But I'm glad that you asked that question because we are on it right now, and our board and our city are committed to do this. Matter of fact, I was talking to my accountant about how are we going to be able to continue with coming back to this board and asking for more funding for Military Parkway. We are committed to do it.

MR. WILLIAMSON: I think, speaking again to all the mayors, I think that the legislature might send us some tools this session that for the first time in a long time will let us spend out ahead of an immediate project. We may have the ability to do some right of way work to help you with right of way; we may have some special financial tools that let us move faster. And as the chairman indicated to the group before you -- you are already in the toll business with your bridge -- things that can be planned out for the long haul and money saved now are things we're interested in doing, I think. I congratulate you. This is a good project and a good layout.

Thank you, Chairman.

MR. GARZA: Thank you.

MR. JOHNSON: I have an observation and this is it. I'm curious as to what libraries you visit to get these quotations, because I'm somewhat concerned and I might recommend that you try some other libraries.

(General laughter.)

MR. JOHNSON: First of all, I want to congratulate Mario Jorge -- a man with two first names -- on the job he's done. Mario, you do terrific work, you fill large shoes, but it's amazing what has gone on in the Pharr District over the last probably five or six years, and it shows in the commerce and the figures that all the elected officials stated today what's going on down there in terms of economic activity.

I think what I'm going to say echos a lot of what my colleagues have said. I mean, this is a project that needs to be done, and this commission finds a way to do the things that need to be done. We deal with a lot of challenges, but at the end of the day, those things that need to be done, you find a way to do them, and I'm optimistic and confident that we'll be able to do that.

We unfortunately don't make decisions at the moment of a presentation, but I think the entrepreneurial approach, the long-term approach that you have brought is a wonderful beginning, and I think we're going to see this to a very fruitful and successful conclusion.

MR. GARZA: Thank you, Mr. Chairman, members of the commission.

MR. JOHNSON: Thank you for being here.

We'll take a brief recess and them commence with the rest of the meeting.

(Whereupon, a brief recess was taken.)

P R O C E E D I N G S (RESUMED)

(Time Noted: 11:25 a.m.)

MR. JOHNSON: We shall reconvene the meeting. Before we begin the business portion, let me remind everyone that if anyone would like to address the commission, you should fill out a card at the registration desk in the lobby. To comment on an agenda item, we would ask that you fill out a yellow card and identify the item; and if it is not an agenda item, we will take your comments during the open comment period at the end of the meeting, and for that we would ask that you fill out a blue card. Regardless of the color of the card, we will ask that each speaker take approximately three minutes. We would also ask that should you have a cell phone or a pager, if you would turn that to the silent mode or turn it off.

Having said that, we will begin with the approval of the minutes of our March commission meeting. Is there a motion?

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

MR. JOHNSON: All in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries. Thank you.

Mike, we'll turn the rest of the agenda items over to you.

MR. BEHRENS: Thank you, Mr. Chairman. We'll go to item number 3, Aviation, and have a minute order for funding airport improvement projects.

MR. FULTON: Thank you, Mike. For the record, my name is David Fulton, director of the TxDOT Aviation Division.

This minute order contains a request for grant funding approval for 13 airport improvement projects and one loan request for hangar construction. The total estimated cost of all requests, as shown in the Exhibit A, is approximately $11.1 million: $8 million federal, approximately $1.9 million state, and $1.2 million in local funds.

A public hearing was held on April 7 of this year. No comments were received. We would recommend approval of this minute order.

MR. JOHNSON: Any questions?

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

MR. JOHNSON: All in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries. Thank you.

MR. BEHRENS: Going to item number 4 which is Transportation Planning and Programming, Jim Randall will present three items.

MR. RANDALL: Good morning, commissioners. My name is Jim Randall, director of the Transportation Planning and Programming Division. I have to raise this thing because Phil Russell is going to follow me.

(General laughter.)

MR. RANDALL: Item 4(a), this minute order authorizes $24 million in additional State/District Discretionary Programming Authority for the Corpus Christi District. This additional programming authority will be used for preliminary design activities and any other pre-construction activities for the impending replacement of the State Highway 35 Copano Bay Causeway. Planning the replacement of the Copano Bay Causeway will be a long complex process. Increasing the programming authority will enable the district to begin the development activities which includes completing the plans, specifications and estimates, major investment studies, environmental clearance as required by the FHWA and permitting as required by the U.S. Army Corps of Engineers.

This minute order authorizes programming authority only and does not authorize funding for construction. Once the construction funding is identified and authorized for this project, the Corpus Christi District Discretionary Programming Authority will be reduced by the $24 million and returned to its original amount, as authorized by Minute Order 108177, dated April 27, 2000.

Staff recommends approval of this minute order.

MR. JOHNSON: Any questions?

MR. NICHOLS: I've already gotten all my questions answered, and I'll so move.

MR. WILLIAMSON: Second.

MR. JOHNSON: All in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

MR. RANDALL: Item 4(b). The Austin-San Antonio Intermunicipal Commuter Rail District was created as a result of Senate Bill 657 of the 75th Legislative Session. The purpose of the district is to develop commuter rail in the Austin-San Antonio corridor in order to improve transportation options and mobility along the I-35 corridor.

This minute order authorizes the department to enter into an advanced funding agreement with the Austin-San Antonio Intermunicipal Rail District to administer $5,773,000 in federal funding authorized under TEA-21 High Priority Project Number 146 and the Revenue Aligned Budget Authority Program. These funds will be used for planning and preliminary engineering studies to develop commuter rail service along the corridor.

Additionally, this minute order authorizes the use of state toll credits, contingent upon Federal Highway Administration approval, in the amount of $1,443,250 to be used as a non-federal match for the development of the commuter rail between these cities.

Over the next decade, traffic volumes are expected to significantly increase along the 35 corridor. The development of the commuter rail district along the corridor will provide transportation alternatives for communities along this segment.

Staff recommends approval of this minute order.

MR. JOHNSON: Tullos Wells, who chairs the Austin-San Antonio Commuter Rail District, has asked to speak on this particular item. Tullos, we're delighted you're here and appreciate what you do.

MR. WELLS: Thank you, Mr. Chairman and commissioners. I appreciate your courtesy in letting us be here this morning, and I will be very brief.

Let me say, initially, I have my colleagues with me: Mr. Covington and Mr. Camarillo who are also members of the district board, and our interim executive director, Ross Malloy.

The only thing I wanted to add today was our thanks on behalf of the board for the courtesy and support that TxDOT has shown to us. We are just over 90 days old. This step that we're asking you to take today is a very important part of the partnership that we have with TxDOT in getting this project galloping along in the way that we would like to do so to make sure that we understand the viability of doing the project that you have placed before us.

So mostly this is a thank you. We appreciate very much the help of Mario Medina and the other staff at TxDOT, and we appreciate more than we can tell you the relationship we have with you and your staff and the support that you have provided to us thus far in getting this off the ground.

So I'll be happy to answer any questions, but mostly this is a thank you and we appreciate your courtesy and consideration.

MR. JOHNSON: Robert, did you have any questions?

MR. NICHOLS: Not at this time.

MR. JOHNSON: Ric?

MR. WILLIAMSON: I'm going to have some questions of Jim and probably Amadeo, but while Mr. Wells is at the podium, I don't know you well --

MR. WELLS: It's a pleasure to meet you, sir.

MR. WILLIAMSON: -- but Mr. Johnson and Mr. Perry speak highly of you. Is the chair aware that Mr. Wells' colleague, Mr. Mariano Camarillo, is a former employee of Governor Perry when he was the agriculture commissioner, a close friend and remains a close advisor to the governor. And I think you probably were aware I had some initial concerns about the toll credits in anticipation of what I think the legislature is going to ask the department to do at the close of this session, and Mariano contacted me and assured me that this was as important as anything else we needed. So I removed my objections and I appreciated Mariano calling me and bringing how important this was to my attention.

And the other questions I have are for Mr. Randall and Mr. Saenz.

MR. JOHNSON: Thank you, Tullos.

MR. WELLS: Thank you, Mr. Chairman.

MR. WILLIAMSON: Jim.

MR. RANDALL: Yes, sir.

MR. WILLIAMSON: There's reference in the layout to moving freight rail over to State Highway 130. I want to ask Amadeo about the progress of that in a moment, but I want to ask you do you anticipate that if we were able to move -- persuade, I guess, the UP to move their freight rail east and perhaps either allow the district to have this rail or allow TxDOT to acquire it or whatever, what management or operational problems would be created between -- if we had a Central Texas RMA and a Bexar County RMA and this rail district sort of linking the two, would we be subject to any criticism about overlapping bureaucracies or inoperability between perhaps competing leadership groups?

MR. RANDALL: I'm not aware of any at this time, sir, but the rail district, I think, is composed of representatives from that Central Texas area, so I feel that all three of them could work together rather easily. That's just my opinion.

MR. WILLIAMSON: Well, you know we have metros scattered across the state and initially, as those were created, this sort of question was asked in the legislature, and the answer was no, we can all work together, and now 15 and 20 years later, there are strong defensive bureaucracies created around these metros and toll authorities and cities that seem to suggest from time to time that the public's interest is not served by multiple jurisdictions. You have no reason to believe that's a concern right now?

MR. RANDALL: No, sir. I was part of the original feasibility study for this project in which we worked with the San Antonio Metropolitan Transit Authority, as well as Cap Metro, as well as several other folks, and at that time there was a genuine single challenge or goal to bring this to the Central Texas area, so I don't think it will be an issue -- and that's just Jim Randall's opinion.

MR. WILLIAMSON: Maybe it's something we should keep our eye on.

MR. RANDALL: Yes, sir.

MR. WILLIAMSON: Thank you. Could I speak to Mr. Saenz, please?

MR. SAENZ: Good morning. For the record, I'm Amadeo Saenz, assistant executive director for Engineering Operations.

MR. WILLIAMSON: In the layout, Amadeo, there's reference made to moving the freight traffic to the less populated -- I notice -- State Highway 130 right of way. We are currently discussing with Mr. Krusee, Chairman Krusee, Chairman Ogden and local leaders the possibility somehow of working freight rail as opposed to commuter rail into either the State Highway 130 right of way or near that right of way.

MR. SAENZ: That's correct, we're looking at a couple of options. One is to look at putting rail within the 130 right of way, and then the second option would be to put it parallel adjacent to or maybe a distance away, depending on how the environmental process would go.

MR. WILLIAMSON: Are we ready, are we at a point in time with regard to that very good idea where we might ought to start thinking about involving the public?

MR. SAENZ: Yes, sir, I think it would be a good idea. Most of our projects we do want to get public involvement and public input up front to make sure that we're not doing something that later on may come back to haunt us. So it would be a good idea that we move forward and present this to the public and lay it out and get some early feedback that would help us as we move forward in the development of the project.

MR. WILLIAMSON: So rather than spending a lot of money on environmental compliance and then find out that the community would prefer the freight to be two miles this way or three miles that way, you're preparing to move forward?

MR. SAENZ: Yes, sir. I think this would be a good investment. We're going to have to do public involvement as part of the environmental compliance anyway, so this would give us a leg up, you might say, so that we can get this information on and we know some of the answers before we really get started into the deep part of the environmental process.

MR. WILLIAMSON: Okay. I thank you for your comments, and if Mr. Wells could come back? I don't want to catch you off-guard, I really don't, but I'm curious if you've discussed amongst yourselves or with Ross, or if you have an opinion individually, how would the rail district feel about relocating the freight portion to 130, and in the alternative, what would the rail district think about locating the commuter rail in the 130 corridor? In other words, if we're not able to build freight in 130 but there is a rationale for building a commuter rail -- we all want to get the UP out of the city of Austin; we all know that, but kind of forget that for a moment. What if TxDOT or the RMA or some partnership came along and said we can't pull off freight rail in the 130 right of way but we could build a commuter rail from Georgetown to Austin to San Antonio, and perhaps at some point fold it over into the UP track, say in Hays County or somewhere south, do you have a viewpoint of that yet?

MR. WELLS: I do, and I think I can speak for the board in this regard. Our sense is we want to do what works. I mean, the good news -- going back to your initial question about the concern about competing bureaucracies -- one of the blessings of this project and the board that we have is that it is going to require the devotion of the folks at either end of this corridor to make sure there's something happening when people someday in the future get off that train. And whether or not this commuter rail runs on the present UP system or whether it runs on I-30, our job is to find some way to reduce congestion, to provide economic development, and frankly, reduce the carnage on I-35. And if that works best on the present UP site as a commuter rail or if it works best for commuter rail swinging east, I think our board would be inclined to say we want to do what works to solve the problem and don't have a bureaucratic devotion to whether or not it runs here or runs there -- if that answers your question.

MR. WILLIAMSON: It very much does, and I appreciate your candid response.

Thank you, Mr. Chairman.

MR. JOHNSON: Any other questions?

MR. NICHOLS: Yes. Mr. Wells, I know you have just recently gotten going, getting your feet on the ground -- I wish you a lot of luck and support.

MR. WELLS: Thank you.

MR. NICHOLS: I know in the evaluation of where these things may go, you're going to be looking at all the options, as you just said. I wanted to make the point that on the 130 project we are under -- I spent a lot of time in New York with our bond rating people and our bond covenants and stuff like that -- I mean, there's a lot of money that are locked into very specific timetables, and it's a very tight timetable and window without much room for error. If in the evaluation or consideration of utilizing that right of way on 130 it's going to substantially throw that timetable off, it will be very expensive from a bonding standpoint, so I hope that you keep that in mind while you're evaluating that.

MR. WELLS: I appreciate, that Commissioner, and I assure you we will. I mean, one of the things -- it's been interesting to be with you for a host of reasons this morning, but listening to the repeated refrain of making good decisions today even though we have to look a little bit over the horizon as to what may be or what may need to be 15-20 years hence is an important part of what we're doing. But we're going to be very mindful of what's the art of the possible, and we know we're in a very limited resources environment, and one of the reasons I appreciate the partnership we have with you and your staff is because they're helping us keep an eye on all the moving parts of this, including the cost now versus cost later, and so on and so forth. And I understand your concern and I appreciate your concern and I think it's shared by our board.

MR. NICHOLS: Okay. Because it's not just it will cost us more interest on a bond package, there are other factors. Do we do projects on time when we say we will is a major consideration. I know the private market is looking at this state in reviewing future bond packages for road projects, and I'm real sensitive to that -- I think this whole commission is sensitive to that. We're also sensitive to the problem of moving people that you're going to be working on and look forward to working with you.

MR. WELLS: Okay. Thank you, Mr. Chairman.

MR. JOHNSON: I believe we have item 4(b) up. If we could have a motion?

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

MR. JOHNSON: All in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries. Thank you.

MR. RANDALL: Could I add one more comment, please, sir? Mario Medina is the head of our Multimodal section -- stand up, Mario; he's a little ole boy.

MR. WILLIAMSON: You have to raise the podium for him.

(General laughter.)

MR. RANDALL: I even say "Yes, sir" to him.

Mario is head of the Multimodal section; he'll be working real close with the rail district as well as he works real close with Phil Russell and the TTA staff on the 130 project, so we have a good communication link there. So I just wanted to mention that.

Item 4(c), this minute order re-appoints a member to the Grand Parkway Association’s Board of Directors. Minute Order 107004, dated November 21, 1996, adopted Sections 15.80 to 15.93 of the Texas Administrative Code relating to the creation and operation of transportation corporations. These sections require commission review of an individual's application, financial statement, and letters of reference when considering the appointment of a member to the board of directors.

Minute Order 107366, dated December 18, 1997, appointed William F. Burge of Houston to serve on the board for a term expiring February 26, 2003. Pursuant to Title 43, Texas Administrative Code, Section 15.85, the board has nominated Mr. Burge for a second term and submitted the prescribed documentation for commission review. With this reappointment, Mr. Burge's term will expire on April 24, 2009. Your approval of this minute order is requested.

MR. JOHNSON: Any questions?

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

MR. JOHNSON: All in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries. Thank you, Jim.

MR. RANDALL: Thank you.

MR. BEHRENS: Item 5, Phil Russell will discuss two minute orders: one for the Grand Parkway in Houston; the other for the Central Texas RMA.

MR. RUSSELL: Good morning, commissioners, Mike and Cheryl. I am the much-maligned Phil Russell, director of the Texas Turnpike Authority Division. I originally was going to lower it but I figure if Amadeo can tough it out, then I certainly can, so I'm going to leave it at this height just to show you I can reach it so that shouldn't be a debate.

(General laughter.)

MR. RUSSELL: The minute order I bring to you under 5(a) relates, of course, to the Grand Parkway. The Grand Parkway, also known as State Highway 99, is a proposed 170-mile facility in the Houston area. The completion of the Grand Parkway is essential to the Houston metropolitan area and to the surrounding region, and it will alleviate congestion and improve traffic flow.

The parkway is in what I would consider really about three different stages of project development: the first stage, there is an element that is now completed and under traffic; there's a second element that will be coming up for construction very quickly; and then the third element is still in the environmental process.

I've got Gary Trietsch here. He is going to be speaking here in just a moment to go through some of the specific elements of the project.

While the projects have been underway since the designation of State Highway 99 by the commission, economic conditions and budgetary restraints have affected the ability of the department to continue development in a timely manner. The potential exists, however, to expedite the completion of the parkway by financing a portion of the design and construction costs through the use of toll financing. The commission has previously indicated that constructing and operating the Grand Parkway as a toll facility is the most efficient and expeditious means of ensuring its development, and again, Gary will go through a little bit more of a detail.

I've been talking with the district and Harris County Toll Way Authority, and I'm very confident they're working hard to make sure that they can convert it to a toll road.

This minute order, if approved, would direct the department to develop an action plan for the development of the Grand Parkway as a toll facility, as well as evaluate and investigate all options for converting segments of the parkway to a toll road, contingent upon enactment of pending legislation. I might also mention that some of that pending legislation, I think of House Bill 3545 -- the chairman and I were across the street this morning talking about it -- that has to do with the conveyance of a non-tolled facility to a tolled facility, so it's obviously of critical importance to us as we try to develop this parkway as a toll road.

I'll be happy to answer any questions now or after Gary gives his project description.

MR. JOHNSON: Gary, welcome.

MR. TRIETSCH: Thank you, sir. I'm Gary Trietsch, district engineer for the Houston District of TxDOT.

Back in December we met with Federal Highway Administration, HGAC, Harris County Toll Road Authority, Grand Parkway Association -- I don't think Fort Bend Toll Road Authority was in that meeting -- basically to figure out what we had to do to convert or make Grand Parkway a toll road. And the process, because we are in different stages, environmental, schematic design of different segments all the way through, we basically have an idea of what we've got to do; we pretty well know what has to be done in each segment and can be done as we continue to develop this project.

This has truly been a partnership. Harris County Toll Road Authority committed at that meeting to do a comprehensive traffic and revenue study, and my understanding, just within the last week or two they signed the contract with the consultant to begin that. So that's one element, information that we need to know as we go through this process.

I will tell you we've still got some details to work out. Grand Parkway is a large facility. Just due to the public involvement standpoint, we will probably hold several public meetings. I hate to ask the people in Chambers County to go all the way to west Harris County -- even though I have to do it -- but we will probably end up with a public hearing, finally, once we go through all of this.

I think it's only prudent to let everybody know there's been commitments made in the past. We met with the property owner in Chambers County in the I-2 section. They committed to making their donation even though they knew it would be a toll road. I will tell you I told them there was going to be a toll road or there would be no road so which road did they want, and they were very cooperative.

MR. WILLIAMSON: That's the situation we're in, Gary.

MR. NICHOLS: You're on record. Remember this is being recorded.

MR. TRIETSCH: That's right. I forget where I'm at sometimes.

(General laughter.)

MR. TRIETSCH: But I will tell you also, just to diverge from Grand Parkway, we have two toll road authorities, Fort Bend Toll Road Authority and Harris County Toll Road Authority, and we've been working with them on this, and obviously a lot of details to work out in the coming months and years, but also there's other projects that they are doing that we are actively involved in. What used to be 122 is now the Fort Bend Parkway. Fort Bend Toll Road Authority has just taken bids on their first project and we will be letting the job for the interchange at 6 and the toll road in September.

Obviously you know about I-10, but 290, we just finished the MIS and that has a managed lane/toll road component to it. What's very exciting about it, it is separate from 290. Just go down the Hempstead corridor along the UP railroad right of way which will basically be a toll road/freight rail/light rail. I will tell you Metro is a little upset at me for saying that because they haven't committed to that, and I know I'm still on record today.

MR. WILLIAMSON: That's okay. I'm going to help you about that in a second.

MR. TRIETSCH: We are actively going ahead -- as was kind of said earlier -- looking at what's out there in the future. If we don't use the right of way for light rail, I have a lot of friends that want to plant trees and roses and posies, so we have that property for that, we will just have a more beautiful facility.

We will use the right of way. Again, Harris County Toll Road Authority has started the revenue studies. It's our project -- when I say our, TxDOT -- but as soon as Harris County is confident -- and we don't know what kind of arrangements to work out until they have a feel for what kind of revenues it could generate -- but they will take over. It's kind of all on a handshake. Told them they could take over the consultant payments, hire new consultants and keep on going with plans development.

And you mentioned 249 last month, the Tomball delegation. We started making inquiries with Federal Highway Administration making all of 249 a toll road -- we will leave the frontage roads free -- but one of the concepts is 249, convert it from a free road to a toll road -- if we get legislation.

MR. WILLIAMSON: Tax road to toll road. No free roads.

MR. TRIETSCH: Well, it's already there, but I think it would be a good precedent to set. The money that's generated could continue to build it north into Grimes County all the way to A&M -- College Station, someplace down there.

But I want to assure you that the Harris County Toll Road Authority and Fort Bend Toll Road Authority and TxDOT -- actually we have so many meetings, I wish we didn't meet so much -- but it is complicated, there is continuous dialogue on the number of projects. And how should I say this: Gentlemen, we're always scheming on how to come at you. Do you have any questions?

MR. JOHNSON: Robert, do you have any questions?

MR. NICHOLS: A couple of questions. On the Tomball -- I know we've got Grand Parkway here but you brought up the Tomball thing and the meeting with the feds. Do they appear receptive?

MR. TRIETSCH: We haven't got a definitive answer. My question was did we have to pay them back. The first answer was yes; now they're re-looking at that. Since it's not an interstate, we may not have to pay them back which would make it even better for us.

I'll have to tell you Dan Reagan and his folks are a great bunch to work with.

MR. NICHOLS: I know that the federal government has lent strong encouragement toward tolling by some of the actions they've taken, and I would hope and anticipate that they should on this also -- in other words, not make us pay it back -- so that we might could consider some of those things.

Back to the Grand Parkway thing. I'm supportive of this, and you've heard all of us talk about the need for considering tolling, particularly in urbanized areas on new location roadways and major expansion and stuff like that. This certainly gets us there. I wish we'd begun the process a couple of years ago, but the process has begun, so this kind of confirms how we'll approach the balance of it, I guess.

MR. TRIETSCH: And I will say this will help us. I've been saying it, you all have been saying it, but I think this will -- well, in Brazoria County, the agreement we have with them, they won't have to pay any money since it's going to be a toll road.

MR. JOHNSON: That's okay.

MR. WILLIAMSON: Yes.

MR. TRIETSCH: That's all right, though.

MR. NICHOLS: Is there a motion?

MR. WILLIAMSON: I don't think so.

MR. JOHNSON: I was going to see if Ric had anything.

MR. WILLIAMSON: I don't have a question so much, Gary, as I want to reinforce what Robert and John have said and what we've said previously, and I want to be as explicit as I can. We think we've got some tools coming at us to help us acquire right of way and we ought not to skinny any project that's as big as this based upon today's fiscal constraints. We need to really think big about this right of way because there's opportunity for not only light rail -- which I'm glad you're telling Metro we're making provisions for in the event the legislation passes, but there's probably some freight rail opportunity in that right of way as well. And I just want to encourage you to think really big on this one. This is far enough out and there's not enough development on the pieces that are done or being done to be so disruptive that we can't think of this as a major piece of the Trans Texas Corridor in the Houston area, and I want to encourage you to be very aggressive about it. Buy all the right of way you need. I want to build a bike lane in the middle of this thing.

MR. TRIETSCH: Well, I'll get a rail line and a bike lane. When you say all the right of way I need, it's always a battle. Matter of fact, we were talking last night, every inch of right of way, somebody has got a reason why we shouldn't, obviously cost and everything else.

MR. WILLIAMSON: It's easier to do it today than it is ten years from now when people have built up on top of what we need.

MR. TRIETSCH: Yes, sir.

MR. WILLIAMSON: Thank you.

MR. JOHNSON: Gary, you and I often talk about time and I want to put you on the spot, and I would like for you to give an estimate of the time savings when we consider a huge project like the Grand Parkway as a toll feature versus a tax feature. Can you put a time savings in years on that?

MR. TRIETSCH: Well, let me back up. If every segment of this would be totally a tolled facility and would carry its own weight, that we didn't need any federal dollars, we could probably speed up the process, cut it in half. But I think what we've looked preliminarily that there may be one or two segments that we'll do that. We are still going to need federal dollars so we're going to have to go through all the federal processes and everything, and that part of it really won't change early on. But my suspicion is what we were planning on doing in trying to get to contract in six or seven years, we can probably get to contract in three or four years. It doesn't sound like a lot but use the Katy Freeway. It's going through all of the processes and then some. It does help.

Mr. Nichols has mentioned about the bonding. I have an agreement now on dates I have to go to contract; likewise, Harris County has to make payments to TxDOT. I will tell you they're taking all the fun out of the first payment next Thursday. I volunteered to go downtown and get the $37-1/2 million check, but now the accountants have got involved and it's going to be electronically transferred funds.

(General laughter.)

MR. TRIETSCH: But the partnership that exists, it can be -- and I'll try to remember where I'm at -- we do sometimes not always agree and it's a little cantankerous at times, Commissioner Williamson, and it does create problems when you have these competing interests. But likewise, when you can come together, even though you don't agree on every point, the agreement on Katy Freeway has put a tremendous commitment for TxDOT as well as Harris County, Harris County Toll Road Authority. We both have to live up to the commitment and we're talking about on the Katy Freeway probably finishing that thing minimum of two years earlier than we ever anticipated, more likely four to five years, from the mere fact that we can't let things slide. We've made commitments and we've got to be open, and even though three-fourths of the Katy Freeway is not tolled from a dollar standpoint, it's all tied together and we have to have the whole thing done. So it puts a tremendous burden on us and that may do us more good than obviously having the ability to get the dollars -- which in this tight environment, Grand Parkway, I didn't have any idea where we were going to get the money, you know, beg and plead for a little section here or there.

This will give us that opportunity to significantly speed it up from the financial end of it. So those numbers I gave you, Commissioner Johnson, were based on assuming we were going to get the money which was a very big assumption

MR. JOHNSON: Well, what you've dealt with is the process. Now, the funding issue is completely separate and let's assume for a moment that we are under financial constraints and we have to go through traditional funding mechanisms -- I mean, I don't want to put words in your mouth but there's a considerable time savings, is there not, by going the toll vehicle? I'm not going to repeat what I think you said.

MR. TRIETSCH: Well, I'll put words in my mouth. It would probably be 10 to 25 years that we would actually actively from today be working on the Grand Parkway with the current funding situation we're in, and that's even being a little bit optimistic, assuming it doesn't get worse. I realistically expect -- and I can tell you Harris County Toll Road Authority is really interested in I-10 to 290, that segment, and that's what they'd be interested in going to contract first -- fortunately that's the one furthest along -- but that can probably conceivably be under contract in four years, maybe even less.

MR. JOHNSON: Good. Thank you.

Anything else of Gary or Phil on this particular agenda item?

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

MR. JOHNSON: All in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries. Gary, thank you.

MR. RUSSELL: Commissioners, I might just tag on Commissioner Nichols' question about State Highway 249, the Aggie Expressway. Gary talked about that section coming up out of Houston, but I got an e-mail from Bob Appleton this week with the TP&D in the Bryan District, and their question is what's the toll viability of we build this new location as a toll road. So they're looking at it from the north side, Gary apparently is looking at it from the south end, and I think that bodes well for us to develop that as a toll road.

MR. WILLIAMSON: Oh, corridor.

MR. RUSSELL: Yes, sir.

MR. JOHNSON: Let me mention one thought. When we're talking with regional tolling authorities -- and the Grand Parkway is a good example -- we need to have the complete picture in mind. It would not be a service to us or the state to have a regional tolling authority come in and cherry pick the most lucrative cash flow rich segments and say well, we'll take A, C, F and J, and you have all the others. This needs to be a total corridor project conceptualized financial plan because clearly, in my mind, we need to take the lucrative ones and they sort of need to fund the less lucrative ones. My sense is that, given time, they will all get to where they're generating a positive cash flow, but we need to get them built first.

MR. RUSSELL: Chairman, I think you're exactly right. I've always had a little concern that unless we look at these corridors as a whole from one end to the other, if we let that low-hanging fruit be picked early on, we're going to find ourselves in a dilemma on how to fund those sections in between. So I think you're exactly right, we need to look at the entire corridor.

MR. WILLIAMSON: Well, actually, I'm glad you raised that because that's precisely why I wanted to have the dialogue with Gary and then suggest we use the word corridor. It's not inconceivable, Phil, that we become partners with the private sector and we use our strength to make sure the whole project gets built and we use their maybe local management to operate, but we need to begin to think in terms of taking partners, not only with the private sector but with our public sector, our quasi-local government partners.

The whole purpose of the corridor is to provide revenue for this department 30 years from now when the gasoline tax is completely used for maintenance and there is no more money for construction. So we should be along that road -- as it were.

MR. RUSSELL: Pardon the pun.

MR. WILLIAMSON: Chairman, before Mr. Russell addresses the last toll road project of sorts on the agenda, I'm going to have some questions to ask him about other toll road matters. Is it appropriate to ask them now, or to move on this item and ask him before he leaves the podium?

MR. JOHNSON: Why don't we move on 5(b), complete that issue, and then ask him to remain.

MR. WILLIAMSON: Thank you very much.

MR. RUSSELL: Agenda item 5(b) relates to the Toll Equity request from the Central Texas Regional Mobility Authority. In accordance with the Toll Equity rules, the commission granted preliminary approval last month to the Central Texas Regional Mobility Authority for $12.7 million. The funds are to be used for the study and development of the US 183A project, their initial project. Specifically, the majority of those funds will be utilized for: completion of some preliminary engineering work; completion of any environmental permitting that's still outstanding; plans, specifications and estimates; traffic and revenue report; and then to a lesser extent, some legal and financial issues as well in order to position themselves to approach the market.

The approval process, of course, is a two-step process and this minute order will authorize the final approval. As required, we have negotiated the general terms of the agreement with the Central Texas Regional Mobility Authority, and by approving this minute order, the commission authorizes the executive director to enter into a financial assistance agreement with the authority.

The minute order, of course, does not constitute project approval nor does it commit the commission to any financial assistance in addition to that described above.

And again, I'd be happy to address any questions or comments you might have.

MR. JOHNSON: Bob Tesch, who chairs the Central Texas Regional Mobility Authority, has asked to speak on this agenda item.

Bob, thank you for being here and for the service that you're doing not only for your region but for the state.

MR. TESCH: Mr. Chairman, thank you very much. And commissioners, thank you for the opportunity to address you very briefly here today.

I just didn't want the prospective approval of such a request for our fledgling authority to pass without the opportunity to express our appreciation for the opportunity really to be created, and we've had excellent cooperation from staff. I've had an opportunity to visit with Commissioner Williamson once before.

I just wanted to assure you that we won't disappoint you. We have a board that is committed to watching every dollar and watching every day. We think a dollar lost and a day lost is something that is a failure on our part; we don't intend to let that happen. We recognize not only the cost that delay brings in time value of money and other costs, but the real economic development lost opportunities that we bear.

We believe in toll roads rather than tax roads, and I think we've done a good job since our inception to prepare ourselves to pull the trigger on moving forward on our first project as soon as we have the legislation approved that we're waiting for as well as this funding. So it's my mission, it's our board's mission to get the job done and share in the credit with TxDOT and everyone who has assisted us.

We just thank you for that, and I'll be happy to answer any questions.

MR. JOHNSON: Robert, did you have anything of Chairman Tesch?

MR. NICHOLS: No. Good luck.

MR. TESCH: Thank you, sir.

MR. JOHNSON: Ric?

MR. WILLIAMSON: Good luck. I want to ask Mr. Monroe or Mr. Jackson if either one of them are here.

MR. JOHNSON: Did you impress upon him that you wanted him to think big?

MR. WILLIAMSON: I think they're already thinking pretty big.

(General laughter.)

MR. TESCH: I would just add one thing, that we do think big but we do recognize that we're still the grandchild and we're not even shaving yet, but we understand the scope of the enabling legislation and we think we're prepared to grow into the very large responsibility that we'll ultimately grow into. I think we're up to the challenge, and so we thank you.

MR. JOHNSON: Thank you very much.

Did you want Richard Monroe?

MR. WILLIAMSON: Either Richard or if you would prefer Bob.

MR. JOHNSON: You know Phil Russell is an attorney.

MR. WILLIAMSON: Yes, but he tells me he likes people not to know that.

MR. JOHNSON: Oh, I'm sorry. Strike that from the record.

MR. WILLIAMSON: And he also told me after tort reform no one was going to be an attorney anyway, there won't be any money in it.

(General laughter.)

MR. MONROE: For the record, my name is Richard Monroe. I'm general counsel for the department. Yes, sir?

MR. WILLIAMSON: Mr. Monroe, last month we had what some would term a terse dialogue about some pending legislation that would affect regional mobility authorities. I know that since that time our legal staff has been working with legal staff from Chairman Krusee's office and some others to resolve the concerns that all three of us had about that legislation. Is it your view that those concerns at this point have been resolved, albeit, not passed by the legislature?

MR. MONROE: Yes, sir.

MR. WILLIAMSON: Thank you very much.

MR. JOHNSON: Thank you. Any questions of Phil on this particular agenda item 5(b)?

MR. NICHOLS: No.

MR. JOHNSON: I will entertain a motion.

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

MR. JOHNSON: All in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

Ric, I understand you had a question or two of Mr. Russell.

MR. WILLIAMSON: Phil, I want to talk about the proposal that was sent to the department sometime in the last 90 days concerning the Trans Texas Corridor from the Red River to the Rio Grande. The last time we talked about this publicly, I believe it was the commission's desire and instruction that we needed to confront the perceived problem with the Federal Highway Administration on the steps involved in design-build for special projects. In fact, I think the words I used were "get about it." Are we getting about it?

MR. RUSSELL: Yes, sir. Both Amadeo and I have been talking with the Federal Highway Administration, looking at opportunities to solve those challenges.

MR. WILLIAMSON: And has our state staff been in Washington discussing those same things directly with Federal Highways?

MR. RUSSELL: Yes, sir.

MR. WILLIAMSON: Is it your view that we're pushing as hard as we can to resolve those confusions in our mind about design-build, whether it's for this particular proposal or any other proposals that might come in?

MR. RUSSELL: Yes, sir, both on the local level as well as the federal level.

MR. WILLIAMSON: And I want to say thank you for working hard and understanding how important this is. We do not wish -- I don't think we want the outside world to criticize us in any way for dragging our feet. This is important and we want to move forward with it. And in that regard, as I understand it, there were two matters that gave us pause on going to competitive alternatives or competing proposals. One was our wish that state legislation clarify certain issues, primarily rail, but that really wasn't as important as resolving the design-build controversy with the federal government.

In that regard, do you believe that there are already -- or do we have knowledge that there are already either competing proposals or individuals preparing to make competing proposals?

MR. RUSSELL: I would say that there are numerous individuals and groups that are coming in and approaching us about the 130 corridor as well as the other corridors. So yes, they are staying very much engaged and are very interested.

MR. WILLIAMSON: And so based upon our contacts, based upon people coming to us and asking us for particular information or guidance on where the commission is going or obtaining information that might be available in order to guide them in decision making, it would be clear that the group that made this first proposal can expect that competing proposals will be coming just as soon as we make that announcement.

MR. RUSSELL: Without a doubt.

MR. WILLIAMSON: And maybe Mike answers this question if you can't. Is it still our intention that we're going to ask for competing proposals as soon as the federal issues are resolved, and we would prefer that the legislation be passed, but even if the legislation weren't passed, if the federal issue on design-build is resolved -- because we'll be building the road portion anyway -- we would go out and ask for some different ideas or competing proposals.

MR. BEHRENS: Oh, yes, and we could use either approach with what tools we have now to work with, but we are waiting on the federal one because that's probably the most important issue that has be resolved right now.

MR. WILLIAMSON: And I don't mean to bother you every month about this, Philip, but this is very important to the department and very important to the state, and we hope 50 people give us alternatives to whatever was sent to us. And whether we take any of those alternatives or pursue it for our own account, we know that we're going to have to continue north and continue south as quickly as we can, and I just don't want us to drag our feet.

MR. RUSSELL: Mr. Williamson, there's one thing I could add. We've talked a little bit about the federal level and the state level. As you indicated, there is some legislation out there to help accelerate that and create more comfort in the industry.

There is one issue came up a couple of days ago in Senate Infrastructure, and I know I had the question posed to me about the public disclosure of some of the proposal documents, and if you remember, one of the previous proposals we received, the group indicated some nervousness about that information getting out to the public domain when it's of a competitive nature, and certainly from their view is proprietary. So I just call that to your attention. That's something that's on the state level, but as these groups come in and talk to me, there is a certain amount of nervousness as they look at spending a lot of time and money on these proposals and whether that thing would be opened up to the public.

There's some pending legislation over there that would handle that, but that obviously is a critical issue on the state level as well.

MR. WILLIAMSON: I am sensitive to that. You know, we have aggressively -- solicit is not the right word -- we've aggressively encouraged our private sector vendors who could become partners on the corridor proposal to come forward with formal proposals, and they have every expectation that their proposals, if they are indeed proprietary, should be protected until the entire competitive process can be followed. And I appreciate your pointing that out and I think the commission has been firm about its viewpoint about that and that's one of the reasons we need to move forward as quickly as we can.

Thank you, Chairman.

MR. JOHNSON: Phil, thank you very much.

MR. RUSSELL: Thank you.

MR. BEHRENS: We'll go to item number 6 where James Bass will present the Quarterly Investment Report.

MR. BASS: Good afternoon. For the record, I'm James Bass, director of Finance at TxDOT.

Item 6 presents the Quarterly Investment Report in accordance with the Public Funds Investment Act and the commission's investment policy. This report is for the second quarter of fiscal year 2003, covering the period of December 1, 2002 through February 28, 2003, and reports on the investment status of bond proceeds and local right of way contributions associated with the Central Texas Turnpike projects.

A few brief highlights from the second quarter. The book value of our investments declined by slightly over $55 million during the second quarter. This is simply the net of the cash inflows comprised of receipts from additional local contributions and interest earned on our investments as opposed to the cash outflows which were the payments to the contractors and to bond holders. And as we would expect, as the construction increases on this project, every quarter we would imagine the book value of our investments to decline as we make those progress payments on the project.

MR. WILLIAMSON: Now, let me ask you something, James. When do we start booking the value to the asset?

MR. BASS: We will do that in our annual financial report as construction in progress.

MR. WILLIAMSON: There will be a point where we'll start saying the decrease in the value has stopped and it's now increasing because we've got concrete on the ground.

MR. BASS: Correct. That will not necessarily show up in the Quarterly Investment Report but will show up in the department's annual financial report.

One last item I'll point out is that at the end of the quarter we had an unrealized gain in our investments of slightly over $16 million. What that means is that the market value of our investments was $16 million higher than the book value of our investments.

And having said that, I would recommend your acceptance of the report and be available to answer any questions you might have.

MR. JOHNSON: Any questions, Robert?

MR. NICHOLS: No questions.

MR. JOHNSON: Ric?

MR. WILLIAMSON: I think old Robert Nichols did a good job setting this up, sounds to me like.

MR. NICHOLS: I think Bass did; there were a lot of smart people. I so move.

MR. WILLIAMSON: Second.

MR. JOHNSON: All in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

James, one question. I'm assuming that the maturities of the bonds, the investments are somewhat overlaid with the schedule of disbursements under our various contracts and anticipated construction schedules. Is that a fair assessment?

MR. BASS: Correct, and we have varying degrees. Some of our investments are in a structured portfolio that we know have a certain maturity. We have others that are called forward purchase agreements that has a large balance and each month we have an opportunity to draw upon those as to what we think we're going to need for that subsequent month.

MR. JOHNSON: Thank you.

MR. BEHRENS: James will also present item number 7, our State Infrastructure Bank, preliminary approval of a loan.

MR. BASS: Item 7 seeks your preliminary approval of a loan to the Town of Horizon City in the amount of just under $255,000 to pay for participation in the improvement of 1.1 miles of Darrington Road, improving that facility from two lanes to four lanes, and also in the reconstruction of the intersection with Farm to Market 1281. I will point out that the Town of Horizon City is a repeat customer of the SIB. Associated with this same project a few years ago they received a loan of $10,000 which they have subsequently paid off. It was for the environmental research and study with this project, and they're now coming for the construction phase, and staff would recommend your approval.

MR. NICHOLS: I had a question.

MR. JOHNSON: Questions.

MR. NICHOLS: When we set up the State Infrastructure Bank in our initial rules and stuff, I remember we have a certain size project or loan and below, we can approve with one vote, but if it's above a certain level, we have to do it in two phases like this. Where is that number?

MR. BASS: $250,000, so this is slightly over.

MR. NICHOLS: I was sitting here looking at this and it looked like a one-vote thing but it's a two-vote.

MR. BASS: It's two-vote, and in addition, that earlier loan of $10,000 also mentioned this future loan, but in the interim they've slightly changed the scope of the project and it needed to come before you once again.

MR. NICHOLS: In our portfolio on the SIB you've got various time -- we've probably got a book profit on that too, don't we, because of the interest payments?

MR. BASS: Well, the body or the corpus of the fund, the $25 million of cash that's currently sitting in there is invested by the state treasury operations of the comptroller's office.

MR. NICHOLS: No, but I'm talking about we've got loans out -- in effect, they're guaranteed by these cities and counties --

MR. BASS: Correct.

MR. NICHOLS: -- at varying years at interest rates that were market at the time but since then the interest rates have gone down which means the book value of those loans is actually --

MR. BASS: That money is earning more interest since it's been loaned out than it would if it were sitting in the bank today.

MR. NICHOLS: All right. Anyway, that's a whole different deal.

MR. JOHNSON: Does the interest paid by the comptroller on the un-invested SIB funds return to the SIB or do they just return to Fund 6.

MR. BASS: To the SIB. That's a requirement of the federal guidelines.

MR. JOHNSON: Ric, did you have anything?

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

MR. JOHNSON: All in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

MR. BASS: Thank you.

MR. BEHRENS: We'll go to item number 8, Owen Whitworth will present with a re-adoption of an audit policy for the department.

MR. WHITWORTH: Good afternoon, commissioners, Mr. Behrens.

Last summer at a meeting with Chairman Johnson we were discussing some of the corporate activities and dealing with some audit issues, Enron and other corporate downfalls, and we talked about the relationship between the commission and the TxDOT Audit Office. Let's see, at that time I think he asked me for a copy of the previous policy on audit, and I provided him a copy of the minute order that had previously been passed by the commission. And then here recently we're setting up a peer review to comply with professional audit standards, and one of the things that happens there is a lot of people fill out questionnaires and he was asked to complete a questionnaire, and at that time, as we were going over these things again, he brought up the previous commission minute order and asked that I prepare a minute order to refresh the previous ones. And that's what I have done and that's before you, and I recommend your approval.

MR. JOHNSON: Questions?

MR. NICHOLS: No questions.

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

MR. JOHNSON: I just have one comment and I think the internal audit function for an agency like this one that has such a huge scope and huge effect on the citizens of this state is a very vital and important one, and I think this reaffirms the commitment of the commission to that effect.

And Owen, appreciate your working with us to bring this minute order to us. And there is a motion and a second to approve. All those in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

MR. BEHRENS: Item 9(a) is our contracts for the month of April, and Tommy B will present those recommended for approval.

MR. WILLIAMSON: Tommy B?

MR. BOHUSLAV: Good morning, commissioners. My name is Thomas Bohuslav. Item 9(a)(1) is for consideration of award or rejection of highway maintenance contracts let on April 1 and 2, 2003, whose engineer's estimated costs are $300,000 or more. We had 21 projects; an average of 3.5 bidders per project. We recommend award of all projects in the attachment.

MR. JOHNSON: Any questions?

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

MR. JOHNSON: All in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

MR. BOHUSLAV: Item 9(a)(2) is for the consideration of award or rejection of highway construction and building contracts let on April 1 and 2, 2003. We had 64 projects; average bidders 4.6 per project.

We have one project we'd recommend for rejection and that's project number 3029, a sidewalk project in Travis County. We had a bid error submitted by the contractor. The bid error was about $6,300; they were 30 percent under the engineer's estimate total amount. The bid error is about 7 percent of their bid; they bid about $86,000. And we recommend rejection of that project.

MR. JOHNSON: Any questions?

MR. WILLIAMSON: Yes. I'm sorry. Robert?

MR. NICHOLS: Go ahead.

MR. WILLIAMSON: Well, you're obviously, Thomas, creating a record now as we move forward with a different way of handling these problems, and so likely for a few years I'm going to always on these matters ask the question, is your recommended decision the department consistent with your recommendations in the past about the same circumstance.

MR. BOHUSLAV: It is consistent. And on that question, we're trying to be as consistent as possible. It was a 30 percent underrun from the engineer's estimate and they were significantly under the other bidders. Seven percent is their bid error so that doesn't quite equate to that 30 percent underrun, but we're being consistent with the other projects. If we look at making adjustments in how we ask questions on regard to being consistent, we would go back and change our rules through a process and make adjustments down the road for that.

MR. WILLIAMSON: I know you'll think at some point, well, do I not think you're doing your job, but I think it's important to protect you and the department for us to establish for the record that we are doing these things according to the guidelines we set out and we're being consistent throughout.

MR. BOHUSLAV: This project is a little different in that the bid amount is less than $100,000 which means there would not be a performance bond on the project, and they, therefore, would not have a performance bond if they defaulted after execution of the project. They would be subject to sanctions if they did not execute the project, but because of the bid error and the combination, we felt that to be consistent with past decisions as our recommendation came in the way it did.

MR. WILLIAMSON: Thank you.

MR. JOHNSON: Thomas, what are we doing in the incentive/disincentive category?

MR. BOHUSLAV: We provide you in your memo -- I believe it's the last page, and we list the number of projects and the dollar amount of projects that have some type of incentive/disincentive in them, and for this month about 51 percent of our projects, or 33 projects, had an incentive or disincentive of some type, and that's probably 60 or 70 percent of the letting.

MR. NICHOLS: That's about two-thirds of the dollars.

MR. BOHUSLAV: Two-thirds of the dollars. Yes, we left the percentage off there.

MR. NICHOLS: We've kind of watched this thing. You'll have 15 or 30 or 40 percent of the contracts with incentives, it looks like, but dollarwise we're into two-thirds or three-fourths of the dollars are going into incentives.

MR. BOHUSLAV: That's about right.

MR. NICHOLS: Has our experience been that most of the contractors are -- incentives come with carrots and whips. You know, you get a little extra if you're early and you're penalized a little more if you come in late. Are we seeing most of these come in on the early side, or any kind of reactions to the negative side? I mean, is it working?

MR. BOHUSLAV: Where we have cash incentives for early completion, we generally see that contractors get them. We have included in the definition here that calendar day projects are considered to be incentive projects as well. They may not have an incentive for early completion. But those projects where we do have incentives, they're usually critical projects.

MR. NICHOLS: What happens if it's late?

MR. BOHUSLAV: If they're late they have a disincentive. There are disincentives for any project that's late; there are damages that they would pay to us.

MR. NICHOLS: I'm trying to find out if in your opinion you think it's working. I mean, are we picking up time?

MR. BOHUSLAV: I think one of the things that we have to answer first is I think districts are tightening their time down on projects such that a contractor has to continuously pursue a project to meet the time requirements. So I can't just look and say that we're seeing now that more contractors are finishing on time because we're also tightening down the time at the same time on our projects, from what the districts are telling me. So I don't have a good analysis and we'd have to do a pretty deep review to give you a better answer than that. It's a combination of both tightening down the timing and the incentives that are out there right now.

MR. JOHNSON: Well, as a result of that combination, is it your experience or at least your appraisal that we are indeed finishing projects more quickly, either due to the contractual tightening of time or to the incentives?

MR. BOHUSLAV: If I could use the contractors' responses to our staff and us, and that is that they don't like fighting over time and they're struggling on some projects that tend to say that time is tighter and they're having to pursue projects a lot harder, I would say yes, based on that barometer.

MR. JOHNSON: Do you think the contractors are credible in this particular instance?

MR. BOHUSLAV: Yes, sir, I know they are.

MR. JOHNSON: Thank you.

MR. NICHOLS: I don't want anybody to go back and do a major report on this thing, but I do know that you track costs, like you've got an ongoing cost index, and I assume that we had -- because finance has to work with cash outflow on construction lettings and a combination of all these dollars in the contracts we issue every month, time to completion, or in a period of time in which all the checks are written. I know they end up working off that for a cash flow. Surely between those two we could go back and look at a trend, a year or two or several years.

MR. BOHUSLAV: Dollar spent per time charged?

MR. NICHOLS: Yes. In other words, four or five years ago you were not issuing this high a percentage of what you categorize as incentive contracts.

MR. BOHUSLAV: We'd have to sit down --

MR. NICHOLS: That's crept up.

MR. BOHUSLAV: Yes. What we'd have to do is take out the index and then take everything back to zero and say are we spending more money today per unit time charged than we were back five years ago. Is that what you're saying?

MR. NICHOLS: That wasn't the way I was thinking about it. It might end up the same. But if you went back, let's say, to the period of time, recent history, where we were not offering or putting a lot of time incentives in and just see what the average length of these --

MR. BOHUSLAV: Average length of a project was?

MR. NICHOLS: Yes. And now that we're trending up in the two-thirds to three-fourths range, what's the average completion time now.

MR. BOHUSLAV: Okay. We can look at that.

MR. NICHOLS: That should be fairly simple. I don't know if we're going from 36 months to 30 months or 36 to 24, or if we're only picking a month or two off. I have no idea.

MR. SAENZ: For the record, I'm Amadeo Saenz again. We can look at that. In fact, working across the street, that's going to be one of our performance standards, performance measures where we're going to be looking at completing projects on time and on budget. We can look at it like that; we can look at it like expenditures over time, per month how much are contractors now getting paid. Some projects are different but there's a couple of ways we can come up with a number to see if we've made some improvements.

MR. NICHOLS: I would think one would impact cash.

MR. BEHRENS: Commissioner Nichols, I know Finance had looked at that on our cash flow and basically made some assumptions that if we had all of our projects finishing earlier -- in other words, if they would all have incentives in it -- then it would more quickly impact our cash outlay. And I don't remember what that figure is, James, but I know Thomas did some work on that before he left. And it's pretty significant if you have a whole realm of projects finishing early.

MR. NICHOLS: I think that's probably part of what the cash problem was last year when we ran out of money.

MR. BEHRENS: That's because the weather was good and they were out there working.

MR. NICHOLS: It's a combination of a whole bunch of things, but we were also speeding projects up which means you had to write checks faster and pull the account down, plus the good weather -- it was a combination.

MR. BOHUSLAV: I would give you this. Pierce Elevated, for instance, in the Houston District -- Gary is still here -- but the time requirements on that were very tight and they had construction techniques and incentives on the project such that the contractor was able to build those elevated freeways.

MR. NICHOLS: That was an A plus B?

MR. BOHUSLAV: It was an A plus B project. We have big projects like that with a lot of money into the incentive parts. In addition to that, the High Five project in Dallas, really a project that should last 7-8 years for a normal schedule, and we worked with actually Dallas to develop a schedule requirement and time requirements on the project so that they took it down to five years, very tight time. Not even sure a contractor could do it but they think they can up there.

So that's the kind of things that we see happening out there, and those are a lot of the big projects where there is a big impact.

MR. NICHOLS: Since that is going to be one of our performance things, you know, we've talked about it, it all makes sense. What I have not seen is the actual proof in the pudding, some kind of an indexing that shows time we've picked up. So if you could get that to me, I'd appreciate it.

MR. BOHUSLAV: You bet.

MR. WILLIAMSON: Well, this is a great dialogue and there are a couple of things that jump out, Robert. One is we don't want to leave the impression with anybody that it's a bad thing to get finished quicker; it's just a difficult thing because it might put some unexpected strain on our cash flow.

MR. JOHNSON: But it's a huge price tag.

MR. WILLIAMSON: And then the second thing is maybe we don't have to -- maybe we need to talk to AGC and see how the industry would react -- maybe we don't have to link payment of the incentive with earning the incentive itself if it helps our cash flow to continue to pursue these contracts.

MR. BOHUSLAV: The incentives are not costing us that much; it's the paying out the money for the work that's costing us.

MR. JOHNSON: On an accelerated basis.

MR. NICHOLS: Which is okay; the work needs to be done. We have to financially plan accordingly on the lettings of construction contracts and his cash flow -- which I know they do. I just wanted to see what the results were. I think it's a positive thing.

MR. BEHRENS: It's just important that when we're doing these at Finance -- and they are part of the communication with Finance so they know that they're going to have to figure that this one project may finish earlier because it has an incentive in it and that calculates then into the formula for cash flow forecasting.

MR. WILLIAMSON: And it could become really important for us to be sure about this if all this legislation passes.

MR. JOHNSON: Okay. Thomas B has presented an item. Is there a motion?

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

MR. JOHNSON: All in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries. Thank you.

MR. BEHRENS: Amadeo will present items 9(b) and 9(c). One is a contract claim and the other a proposed engineering contract.

MR. SAENZ: Good afternoon, commissioners, Mr. Behrens, Cheryl. For the record, I'm Amadeo Saenz, assistant executive director; also chair of the Contract Claim Committee.

Item 9(b), the minute order before you approves a claim settlement for a contract by MR3 Construction for Project RMC 607086001 in El Paso County of the El Paso District. On March 13, our TxDOT Contract Claim Committee considered this claim and made a recommendation for settlement to the contractor; the contractor has accepted. The committee considers this to be a fair and reasonable offer for the settlement of this claim and recommends your approval.

MR. JOHNSON: Any questions?

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

MR. JOHNSON: All in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

MR. SAENZ: Item 9(c), the minute order before you approves the department to enter into a contract for providing surveying services in Erath, Hood, Jack, Johnson, Palo Pinto, Parker, Somervell, Tarrant and Wise Counties with Halff Associates, Inc., which employs a former department executive director. Government Code 669.003 requires that in order to enter into a contract with a company that employs an agency's former executive director during the first four years after the person has served in that position, the commission must approve the contract in an open meeting. Mr. Charles W. Heald, our department's former executive director, is now employed by Halff and Associates. Halff was chosen to be the provider in accordance with the competitive selection procedures as set forth in our Professional Service Procurement Act and the Government Administrative Code.

MR. NICHOLS: So we do this for a total of four years, and we did the same thing with Bill Burnett and Arnold Oliver and all of them? Okay.

MR. SAENZ: Yes, sir.

MR. WILLIAMSON: I asked this last time, is he actually going to be head of the surveying crew.

(General laughter.)

MR. SAENZ: No, sir. I don't think so.

MR. WILLIAMSON: Would you like for him to be?

MR. JOHNSON: Why not.

MR. NICHOLS: Pulling that chain. So moved.

MR. WILLIAMSON: Second.

MR. JOHNSON: All in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

MR. BEHRENS: We'll go to the routine minute orders on item number 10, and I'd like to go to item 10(c)(6) which is a minute order that is proposing to remove segments of Ranch to Market Road 2243 in and near the City of Leander. It actually goes from US 183 westwardly and terminates at the Travis County line. If you remember, we've had some discussions in some previous commission meetings about this particular item. The city and county have both requested the control and jurisdiction and will take over the maintenance of this section of RM 2243, and both the city and the county have passed resolutions requesting that these segments of RM 2243 be removed from the state highway system.

Staff recommends approval of the minute order. We do have a gentleman who would like to speak on this item.

MR. JOHNSON: Larry Barnett has requested to speak. He's the mayor of the City of Leander. Mr. Mayor, thank you for being here.

MAYOR BARNETT: Thank you very much for having us here today. I would also like to thank TxDOT, Mr. Bill Garbade and Mr. Robert Stuard, who have engaged in some governmental out-of-the-box thinking and helped us come up with a solution that will enable the city to build this road which is extremely important for our economic development. The important points are that this road cannot be built to TxDOT standards, but it can be built to city standards and built quite well to city standards.

In doing so, it does a few things. It removes a road from the state system that has no western terminus. It's a little stub off the state system that doesn't go anywhere in the state system. It removes the burden from the state taxpayers and it shifts it to the city, and the city will do quite well in the exchange, in that we will have a road that we would otherwise not be able to have for a number of years.

This plan has the effect of minimizing the impact on any sensitive right of way and has the full support of both Williamson and Travis Counties and the support of TxDOT as well. And I certainly urge the commission to find in favor of removing this from the state system.

I have city staff available and a lot of very competent technical assistance if you have any questions.

MR. JOHNSON: Thank you. Any questions, Robert or Ric?

MR. WILLIAMSON: Where does the road stub out?

MAYOR BARNETT: It stubs out at approximately the Travis County line.

MR. WILLIAMSON: Who owns the property at the stub-out point? I want to know who got the state to build a highway, that's all.

MAYOR BARNETT: Actually, I don't know who owns the property at the stub out, but someone may know.

MR. WARD: For the record, Don Ward, city engineer, City of Leander. It stubs out at the third crossing of Williamson-Travis County. There are several crossings at the terminus. At the end or third crossing, Travis County owns the right of way. And it goes from there --

MR. WILLIAMSON: Okay. So it doesn't stub out into somebody's ranch.

MR. WARD: No, sir. It becomes a Travis County road at its terminus.

MR. WILLIAMSON: Thank you.

MR. JOHNSON: Any other questions? I will entertain a motion to approve.

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

MR. JOHNSON: All in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries. Thank you, Mayor.

MR. BEHRENS: Commissioners, the rest of the routine minute orders are listed as they appear on our posted agenda. If you'd like to discuss any of those individually, we can; otherwise, we'd recommend approval of those minute orders.

MR. JOHNSON: I have one question and that's on 10(a)(1), the contribution or donation from Home Depot in San Angelo, and they will donate $40,000 towards the relocation, and my question was what is TxDOT's cost.

MR. BEHRENS: It's my understanding that this will take care of those improvements that they requested.

MR. JOHNSON: All right. Thank you. Any other questions of any of the routine minute orders?

MR. NICHOLS: Let's make sure and send them a thank you letter.

MR. JOHNSON: Mike, did you get that?

MR. BEHRENS: Yes, I did.

MR. JOHNSON: Thanks to all the contributors on donations.

MR. BEHRENS: Yes, we do it on all donations.

MR. JOHNSON: If there is no other business -- well, I think we need a motion.

MR. NICHOLS: Motion to accept those.

MR. JOHNSON: I'll second. All in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

If there is no other business to come before the commission, we will entertain a motion to adjourn.

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

MR. JOHNSON: All in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

For the record, please note that the meeting was adjourned at 12:49 p.m.

(Whereupon, at 12:49 p.m., the meeting was concluded.)

C E R T I F I C A T E

MEETING OF: Texas Transportation Commission
LOCATION: Austin, Texas
DATE: April 24, 2003

I do hereby certify that the foregoing pages, numbers 1 through 161 inclusive, are the true, accurate, and complete transcript prepared from the verbal recording made by electronic recording by Penny Bynum before the Texas Transportation Commission.

__________04/28/03
(Transcriber) (Date)
On the Record Reporting, Inc.
3307 Northland, Suite 315
Austin, Texas 78731