MR. WILLIAMSON: Good morning.

AUDIENCE: Good morning.

MR. WILLIAMSON: It is 9:02 a.m., and I would like to call the meeting of the Texas Transportation Commission to order. It's a pleasure to have each of you here this morning.

Please note for the record that public notice of this meeting, containing all items on the agenda, was filed with the Office of the Secretary of State at 4:48 p.m. on December 6, 2006.

Before we begin today's meeting, I would appreciate it if each of you would join with me in pulling out your cell phone, Dewberry, PDA, whatever electronic device you carry, and place it on either the silent or vibrate mode so that our guests will not be interrupted during today's proceedings. Thank you very much.

It is our custom to open with comments from each of the commission members and we will begin with Commissioner Ted Houghton.

MR. HOUGHTON: Good morning, and I want to welcome everybody to the last commission meeting for the year of 2006, and I say where has it all gone. And my heartiest New Year wishes to all of you, and happy holidays and merry Christmas, and I look forward to seeing you again next year.

MS. ANDRADE: Good morning. I'm out of breath. I'd also like to welcome everyone to our December commission meeting and wish you happy and safe holidays. And to our staff, thank you for an incredible 2006 and looking forward to a greater 2007.

And the reason I'm out of breath is because I left San Antonio at 6:15 this morning and I just arrived.

MR. JOHNSON: You must have walked.

MS. ANDRADE: Hardly.

(General laughter.)

MR. JOHNSON: Good morning. I'm going to be very repetitious and I apologize for that, but this is indeed a special season, and as Ted pointed out, this year has gone by extremely quickly and a lot of people have accomplished a lot of things. It's been a pleasure for me to observe what has gone on, not only this year but in previous years, and this is an agency that has a lot of moving parts and each of them does extraordinarily well in very difficult circumstances.

I mentioned the season. Please have the merriest of Christmases and the best of New Years, and above all else, be as safe as you can in the circumstances that present themselves.

MR. WILLIAMSON: Thank you, members. I associate myself with the remarks of my colleagues. I appreciate the hard work of the staff over the past year. I also appreciate the dedication and time spent by those who are parallel to our staff in the transportation process, sometimes called stakeholders, sometimes called opponents, sometimes called critics, sometimes called supporters, sometimes called contractors. There's a whole host of people out there in the world that are parallel to the 14,000-plus employees of this department that make transportation an important and successful component of Texans' lives.

We do understand that not everybody agrees with everything that we do, we try to listen very carefully to opposing viewpoints, we try to change when we need to change because we all work for a man who is, above everything else, interested in results, and I think that's the best message I can leave closing the calendar year, albeit it not the state's fiscal year.

If you're going to address the commission today, let me remind you that I need for you to complete a speaker's card. If you're going to comment on an agenda item, we ask that you fill out a yellow card, such as the one in my right hand. You may find this card to your immediate right in the lobby. If you're going to comment in the open comment period, not on a specific agenda item, we ask that you complete one of the blue cards which is in my left hand, and again, you can find that to your immediate right in the lobby.

In any event, our agenda is almost always a long one and it's appreciated by us if you'll try to limit your remarks to three minutes, unless you're a member of the legislature, so that we can hear from everyone and pay attention to what everyone has to say.

PUBLIC HEARING

PROJECT SELECTION PROCESS

MR. WILLIAMSON: Our first item of business today is item one on the agenda and it's a public hearing regarding our project selection process. I'd like to call on Jim Randall, our director of Transportation Planning and Programming, to conduct this public hearing. Jim.

MR. RANDALL: Thank you, sir. For the record, my name is Jim Randall, director of the Transportation Planning and Programming Division.

The notice for this public hearing was filed with the Secretary of State on November 3, 2006, and published in the Texas Register on November 17, 2006. This presentation and hearings are held annually to fulfill the requirements of Texas Transportation Code Section 201.602. The highway project selection being discussed will be used in developing the 2008 Statewide Preservation Program and Statewide Mobility Program.

At this point we have a 15-minute video presentation. After the video, I'll return to answer any questions you may have. Thank you.

(Whereupon, the video was shown.)

MR. RANDALL: In order to complete our presentation, I'd like to point out that copies of the project selection brochure, along with a summary of the categories, can be found in the foyer. The brochure will recap the information provided in the video and the summary of categories will provide more detail on the ranking indices and allocation formulas used in the project selection process. DVD copies of this presentation are available in the foyer also. Copies will be placed on TxDOT's website and TxDOT districts and MPOs will be notified of its availability.

We're requesting written comments regarding the highway project selection process be mailed to the address previously shown. The deadline for the comments is January 19, 2007 at 5:00 p.m.

That concludes our presentation and I'll turn it back to you, Chairman.

MR. WILLIAMSON: Members, do we have any dialogue we need to have with Mr. Randall?

MR. JOHNSON: Very informative media presentation.

MR. RANDALL: Thank you.

MR. WILLIAMSON: I think that more or less summarizes the last six years, doesn't it?

MR. RANDALL: Yes, sir.

MR. HOUGHTON: It does.

MS. ANDRADE: Very good.

MR. WILLIAMSON: Okay, Jim, we thank you.

MR. RANDALL: Thank you.

MR. WILLIAMSON: Michael, do you want me to take any action on this?

MR. BEHRENS: No.

(Whereupon, the public hearing was concluded.)

P R O C E E D I N G S

MR. WILLIAMSON: Members, I want to take a moment and step outside of our planned agenda, and when I tell you why, I think you'll appreciate it.

At Austin at world headquarters level, we have a staff that, in effect, serves the entire state. While they're assigned to us and help monitor commission activities and help us account for what we do, the truth is they end up interfacing with everyone that has anything to do with transportation that funnels to the commission. So occasionally we get the opportunity to pick one of our fine employees who have reached a milestone in their career and recognize them for a job well done.

Carolyn Icard is the backbone of our commission office. She is responsible for managing the affairs of each commissioner's assistant, and in many cases, each commissioner. She answers our main phone line, she responds to any communications that come through the commission office. She organizes our travel itinerary and interfaces with the district offices, and she helps organize our central files. She is most often the first voice people hear and the first face they see when there is contact with the commission.

Carolyn has been with the department for 20 years. During that time she's not only worked for us, but she's worked in the General Services Division, the Planning and Policy Division, and the Legislative Affairs Office.

Carolyn is a true asset to our department. She pretty well encapsulates the attributes that we would like each of our employees to strive to achieve. She's knowledgeable about the department, she conducts herself with impeccable professionalism, and she commands a great deal of respect from her coworkers and customers while she offers that same high level of respect.

Carolyn, I wanted to take a moment and the commission wanted to take a moment to recognize that you've been with us 20 years and we appreciate a job well done.

(Applause and pause for presentation and photos.)

MS. ICARD: It's really been a pleasure working here at TxDOT. I've had a wonderful time over the last 20 years. When Ric brought me into the commission office, he asked me, he said, Do you think you can work for five commissioners? Of course, we only had four at the present time. And I said, Yes, you will be a piece of cake after having worked for Coby Chase. But I didn't realize we'd have one that would be a challenge. Hi, Ted.

(General laughter.)

MS. ICARD: But it really has been fun. I've enjoyed working for all of you. Thank you very much.

MR. WILLIAMSON: Thank you, Carolyn.

(Applause.)

MR. HOUGHTON: Wait a minute, wait a minute, hold on. I've always asked my grandmother who's your favorite grandchild, and in this case, who's your favorite commissioner, Carolyn?

MS. ICARD: No comment.

(General laughter.)

MR. WILLIAMSON: I took the moment to recognize Carolyn because I thought it was the appropriate time. We could have placed it almost anywhere in the order, but I wanted to put you first, but they told me I had to do the public hearing, so you fell that way.

We have in the audience a Julianne Fletcher. Ms. Fletcher, where are you? You have one of two options, I'll leave it up to you, or actually, I guess you have two options. You signed up to comment on the public hearing on the selection process in the enhancement category and you signed up in the open comment period. We're happy to take your comments now or you can delay and put them with everyone else at the same time. You can do it both, we just have a limited amount of time today.

MS. FLETCHER: [Inaudible].

MR. WILLIAMSON: I wouldn't do that. You're a citizen and you said you want to speak.

MS. FLETCHER: [Inaudible].

MR. WILLIAMSON: Enhancements are part of our Statewide Mobility Program, they're part of our overall plan, but we're not going to be, ourselves, talking about that at this time.

MS. FLETCHER: [Inaudible].

MR. WILLIAMSON: The probable best place to have a dialogue, although we have to be somewhat limited in our dialogue, is probably in the open comment period.

MS. FLETCHER: [Inaudible].

MR. WILLIAMSON: Okay. Well, thank you very much.

That being the case, that closes matters having to do with the public hearing, Michael. And members, we need to approve the minutes.

MR. HOUGHTON: So moved.

MS. ANDRADE: Second.

MR. WILLIAMSON: I have a motion and a second to approve the minutes of the November 16, 2006 regular meeting of the Texas Transportation Commission. All those in favor will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you, Members. Mike.

MR. BEHRENS: Thank you, Chairman.

We'll go to agenda item number 3, Aviation. This will be a recommendation for airport improvement projects for this month. Dave.

MR. FULTON: Thank you, Mike.

Commissioners, for the record, my name is David Fulton. I'm the director of TxDOT's Aviation Division.

This minute order contains a request for grant funding approval for five airport improvement projects. The total estimated cost of all requests, as shown in the Exhibit A, is approximately $7.6 million: $6.7 million federal, $30,000 in state funds, and approximately $840,000 in local funding.

A public hearing was held on November 9 of 2006. No comments were received. We would recommend approval of this minute order and would attempt to answer any questions you may have.

MR. WILLIAMSON: Members, you've heard the staff's explanation and recommendation. Do you have questions or comments?

MR. HOUGHTON: No McKinney Airport?

MR. FULTON: No, sir.

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. JOHNSON: I have a motion and a second. All those in favor will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you, members.

MR. FULTON: Thank you.

MR. BEHRENS: Under agenda item number 4, we have two discussion items. The first will be agenda item 4(a) and will be a discussion of our federal legislative priorities. Coby.

MR. CHASE: Good morning. For the record, my name is Coby Chase, and I'm director of TxDOT's Government and Business Enterprises Division. This is the second of three appearances before you to discuss your legislative priorities for the first session of the 110th Congress which opens on Thursday, January 4.

Today I am presenting to you the proposed draft report on our federal agenda. This document has been provided to your assistants and I hope you've had the opportunity to begin to digest its contents.

We will today be placing this draft document on TxDOT's Internet site for the purpose of soliciting comments on its substance. The document will be available for review and comment for four weeks. We have received valuable feedback on our state legislative agenda through a similar process, and we are eager to hear new opinions on our federal program.

As you read over the 2007 draft report, you will note that all of the items reflect your commitment to achieving the department's five goals: reducing congestion, enhancing safety, expanding economic opportunity, improving air quality, and increasing the value of our transportation assets. It is tactically underpinned by the notion that everything we do in the next Congress, nothing should cause us to go backwards.

I'm going to go through briefly just basically the subject matter in the report and take any questions you might have.

We will continue to look for and protect improved funding flexibility. It's not always how much money you receive, it is how you were able to spend that, and we will focus quite a deal on the 1909 Commission, or this national blue ribbon panel on transportation financing. I will point out that earlier this week, Steve Simmons, our deputy executive director, was named to that commission's panel of experts in a technical advisory role.

I don't have to tell anyone here today that transportation is in need of additional sources of capital. SAFETEA-LU expanded our ability to issue debt and eased a variety of associated restrictions allowing for greater private sector involvement. Now we need to move a step further to allow for expanded means of investment. We will work with Congress to allow equity capital to be utilized as a transportation investment source and to amend the Tax Code to exempt partnership distributions or corporate dividends related to ownership of toll roads from income taxation.

Private activity bond refinement. There's a tactical correction we believe needs to be made with private activity bonds to fully utilize their benefit even though now they are actually very powerful tools.

SAFETEA-LU created some tolling programs. We want to make sure those remain and are expanded upon. Design-build contracting, this is not so much an issue for the Congress as it is with US DOT, but we want to make sure they write rules and adopt rules, I should say, that respect state procurement processes for design-build contracts.

An interesting issue, kind of a 30,000-foot issue, is unused contracting authority. Should a state not be able to utilize all of its federal contracting authority, a state be in a position to buy it from them. Like Texas, if that should be the case, should be able to do that.

MR. WILLIAMSON: Now let's stop and expand on that because the title, unless you're one of the insiders, is a little bit misleading to the text of what we want to accomplish. Members, our thrust here, when the federal government apportions the federal gas tax to states, certain of the states do not have -- and correct me if I'm wrong, Mr. Chase -- certain of the states do not have enough state funds to build their projects and apply for 100 percent of their federal apportionment, so their federal apportionment languishes for a few years after the close of the bill, and then eventually is moved back to the Federal Highway Trust Fund for redistribution and another apportionment.

Is that generally the case?

MR. CHASE: Generally the case, yes. In Texas they have the peanut butter effect, it's spread very thin, everybody kind of gets its proportional share of it and it's not a huge amount of money in that respect. But if a state should reach a situation where they need to turn back some of their contract authority, states that are able to purchase it should be able to do that. To be honest, at this moment I'm not aware of any state that is in that situation at this particular time, though.

MR. HOUGHTON: In other words, it hasn't happened is what you're saying.

MR. CHASE: It has happened in the past.

MR. HOUGHTON: In the past.

MR. CHASE: In the fairly recent past.

MR. HOUGHTON: Do you know what amounts?

MR. CHASE: Off the top of my head, no, sir, I don't. I'll find out for you and let everybody know before the next meeting and at the next meeting.

MR. WILLIAMSON: What we propose to do is ask, through who we contract with to represent us, is ask the Congress to permit states, including ourselves, to take their federal apportionment and sell it for cash to other states. In other words, to give you an example, the State of Mississippi is right now recovering from the hurricanes and their need to rebuild their basic infrastructure is not only a priority, actually they have to do it, they don't have any choice. Alabama and Louisiana are in the same category. When they get apportioned, they get apportioned the same way we do: a certain percentage to Julianne's favorite topic, enhancements, a certain percentage to safety only, a certain percentage to this and that, and they're forced into expending their funds, if they have their funds for this and that, when they really need funds for their basic infrastructure.

So it just occurs to us that Congress is not willing to completely block grant the federal apportionment -- which we think Congress is not willing to do that just yet -- maybe an acceptable alternative is to permit states who, after all, should know more about their transportation needs than Washington, D.C., to auction off their apportionment.

MS. ANDRADE: Let me see if I understand. So basically, we would purchase it for cash and they could use that cash on anything, it wouldn't be as restricted as what they have now with transportation.

MR. WILLIAMSON: That's what we would propose, yes, ma'am.

MS. ANDRADE: And would we get it with the same restrictions.

MR. WILLIAMSON: I'm sure the federal government would make us follow the same restrictions.

MS. ANDRADE: Okay. Thank you.

MR. HOUGHTON: Coby, are we going to talk about the block grant concept, or is that part of the study commission that they have going on?

MR. CHASE: We have talked about the block grant. This is not in your agenda specifically. Yes, you are correct, we intended to do that through the 1909 Commission, but if the commission would like it to be a guiding principle for us in the first session of the next Congress, we can draft it after I leave the podium and put it out for draft comment. Be happy to do that.

When we went from ISTEA to TEA-21, we made the argument pretty fiercely that there seems to be a desire to create more and complex funding categories at the congressional level which people look at the dollar amount, the sheer dollar amounts that come in and it looks like you could actually build something with that amount of money, but it's very difficult to do, considering all the little categories.

We've argued philosophically before that it should be here is your apportionment, whatever it is, and you are to accomplish X goals with it to make sure you do it and make sure you're working with your regions and your MPOs to accomplish these goals. But as we've said before and recently again, the federal program is focused on processes, not in outcomes. There is no penalty for not reducing congestion, for instance, there is none.

MR. HOUGHTON: Is there any type of leaning towards this or are they still inched in processes instead of outcomes?

MR. CHASE: There is no --

MR. HOUGHTON: With the new Congress?

MR. HOUGHTON: I don't want to handicap them yet but I don't see any indication that the old Congress or the new Congress is ready to go down that path.

MR. HOUGHTON: Now the $50,000 question: Are they going to get away from the earmarks? Do you think they've taken a beating and learned a lesson on earmarks?

MR. CHASE: The incoming chair of House Appropriations and Senate Appropriations have announced a temporary -- let's focus on that word "temporary" -- moratorium. That would be Robert Byrd, who I don't believe is much of a stranger to earmarks -- I've heard, at any rate -- and David Obey of Wisconsin. I don't know that the appetite for that will subside; it is at least a temporary stop in earmarking.

MR. HOUGHTON: With that, Mr. Chairman, are we going to do something regarding our state issues on earmarks, or Coby, When we have an earmark, if there is an earmark, a proportionate reduction in that allocation to that region?

MR. CHASE: Well, a little bit later -- well, one paragraph from now -- well, I can talk about it now. You've heard my presentations before discussing kind of the corrosive effect of especially authorization bill demonstration projects on the program. It costs more to build them far more than the money they bring in -- not that we haven't tried all sorts of different ways to get this done correctly and not that a couple of communities don't do it right. But we've left in the commission's draft report that we plan to put on the Internet that recommendation blank about what to do. Obviously, anything the commission wants to do, we'll do. We'd like to see if anybody out there is willing to step up and propose an idea about what we should do with enhancement funds -- or pardon me -- earmarked funds.

MR. WILLIAMSON: But both of them, actually. The argument falls into both categories.

MR. CHASE: Yes. With enhancements, you had asked us to look at the other 49 states to see if they do anything differently or particularly creative or innovative with enhancements. No, not at all.

MR. WILLIAMSON: I think the important thing at this point, Ted, is for us to take a moment, as we do all the time, to educate some who are watching us via computer or who are in the audience who haven't had the opportunity to listen to this, or to reinforce with those who have. The amount of money the federal government returns to us, Julianne, for all transportation does not expand when a portion of it is put into the enhancement program or when a congressional earmark is created. It is a commonly held notion that the source of funds for, for example, enhancements is somehow different than the source of funds for mass transportation or highway construction. Such is not the case.

Now, that doesn't mean that one shouldn't advance their viewpoint that that's okay, part of our gas tax ought to go to enhancements. That's a legitimate position to have and nothing wrong with it.

And I'll focus on one in my part of the state; I happen to support this project but it's a good example of how the earmark process works. We are going to build one or possibly -- is it two, James, help me, super-slick bridges across the river? Are we building one or two? Two. And over the years a portion of funding for those bridges have been congressional earmarks, but the total cost of the bridges are going to be probably $140 million, the earmarks that are laid back are maybe $20 million in total, but the $20 million came out of the State's pot of federal gas tax receipts from the beginning.

It wasn't $20 million of new money, it wasn't $20 million additional transportation dollars apportioned to Texas. The United States Congress apportioned a certain amount of money, and from that then, congressmen and congresswomen pull pieces out and move them over to earmarks, or in your case, Julianne, pull pieces out and put it over into the enhancement program, thus reducing the total amount of money the State has to use in addressing congestion relief and air quality.

And what we're speaking of in our federal agenda and what Ted is asking about is will it be part of our federal and state effort to ask the Congress to quit doing that. And then at our state level, if they're going to keep doing it, do we intend at the state level to reduce the apportionment we make into our metro and urban areas by those earmarked amounts, and I think the answer to the question is that's the commission's position at this time on both.

MR. CHASE: All right. We will work that into our draft that we put online.

MR. HOUGHTON: I have another question regarding the earmark. You have stated in the past that if the earmark is insufficient to build the project, does the earmark lapse at some point in time, and then if it does, where does the money go?

MR. CHASE: It will eventually lapse and it's my understanding it goes into that same kind of pot that gets redistributed to other states. Let me verify that, though, but it's my understanding.

MR. HOUGHTON: So it gets redistributed to all states.

MR. CHASE: Right. And I'm going to do this a little bit from memory so I reserve the right to correct my numbers, but in SAFETEA-LU, for instance, there was something on the order of $670 million of earmarks, taking Texas's pot of money and subdividing it to different areas, and it's going to cost something in the neighborhood of $6- or $7 billion to finish out those projects. And a simple math calculation says why do you want to spend $7 billion just to take care of $670 million worth of projects.

And what the chairman was getting at is our metropolitan MPOs got together and had a very long and productive process that says this is how much money each area can plan against for the future.

MR. WILLIAMSON: To reduce congestion, improve air quality, attract jobs, and so on.

MR. CHASE: Correct, measurable things. And what these earmarks tend to do is upend that. In order to meet those targets that all the MPOs agreed upon, if the money is pre-divided upon the congressional level like that, it's a constant sum game: El Paso is taking from Weatherford, who is taking from Houston, who is taking from Dallas. It isn't like we took it from Alaska or New York.

MR. HOUGHTON: So our allocation becomes unbalanced.

MR. CHASE: Each region pays for somebody else's demo within Texas.

MR. JOHNSON: This is a statewide allocation, this is not a national allocation.

MR. CHASE: It is a statewide allocation, yes. There's a nuance, but yes, absolutely.

MR. JOHNSON: This is not new money.

MR. CHASE: No.

MR. JOHNSON: Plain and simple, an earmark or an enhancement project is not additional money that we get from Washington, it's taken out of our appropriation.

MR. CHASE: In an authorization bill. In an appropriations bill -- I don't consider it new money but it could be easily argued that it's new money but that is such budget dust, there's not much there.

MR. WILLIAMSON: Budget dust being an insider's term for small amount of money.

MR. CHASE: Very little amount of money.

MR. HOUGHTON: Like fairy dust?

MR. CHASE: Sure.

MR. JOHNSON: But the re-allocation occurs statewide.

MR. CHASE: Well, the re-allocation occurs at the congressional level with the earmark and then we have to figure out how to take away money from Houston to build a project in Weatherford.

MR. JOHNSON: It is not new money, additional money coming from Washington to Austin to be allocated, we get the same pool of money.

MR. CHASE: Right, exactly.

MR. JOHNSON: The re-allocation, if a project in Dallas -- which the chairman referred to -- gets earmarked money, it is not additional money that they're going to get either if we keep our allocations the same. In other words, Dallas gets the same percentage that they got before, they wouldn't get additional money.

MR. CHASE: I don't know that. The policy of the agency currently is, if I understand it correctly -- and I'm willing to be corrected -- when an authorization bill demo, the pie is divided up, it is taken from I'm not sure exactly where and added into that MPO's budget. That money comes from somewhere within the state budget. I don't know if we're under-serving the regions that we have to connect between the major metropolitan areas, whatever the case may be, or metropolitan MPOs are held harmless, but the money is coming from other parts somewhere in the budget to be added on all these demo projects.

MR. JOHNSON: The view from 20,000 feet is that's not parallel.

MR. CHASE: Correct.

MR. JOHNSON: The Washington to Austin journey is one thing, and the Austin to the various MPOs or districts or divisions, whatever, they're not consistent and parallel.

MR. CHASE: Right. And in the defense of our metropolitan planning organizations, I have not found one that does not agree with us philosophically on authorization bill demonstration projects, not one.

MR. HOUGHTON: They agree with us?

MR. CHASE: They agree with us. I don't want to leave anybody with the impression that they're participants in this game that occurs in D.C., under no circumstances do I want to do that.

MR. WILLIAMSON: Most often the participants in the game are private sector people hired by someone to achieve those goals, is it not?

MR. CHASE: Right, hired by communities, chambers of commerce, whatever the case may be, or it's just the local leaders, whatever the case may be, are doing it themselves. And it's sometimes, I feel, just an easier way to understand a very large, complex, multi-billion dollar bill by looking at little demonstration projects than it is the big picture about what they're trying to accomplish.

MS. ANDRADE: Coby, which makes me question how do we educate our communities to discourage them. Because you still hear them wanting to go to Washington to get federal earmarks, and so how do we educate them?

MR. CHASE: We have tried, and I will say we have tried all sorts of things from ignoring them, pretending that they didn't exist, to actively discussing out loud that we didn't care for them, to -- actually the fact that we even get a guaranteed amount of money from the demo project is a result of TxDOT and David Laney working Congress between SAFETEA-LU and TEA-21. In Congress's mind it is a program, and so what we argued is make it a formula program that you're guaranteed a certain amount of money.

It used to be in ISTEA and its predecessor STERA that if everybody up there represents a different congressman and you added up the earmarks, you weren't guaranteed -- for instance, I'm going to make up a number here -- a billion dollars is Texas's pot of money to earmark from, they considered that a program. Under the current bill, they'll tell you Congressman Behrens, you can have X amount by whatever means, and they might not like you much, Commissioner Andrade, and so you only get like $500,000, whatever the political math is, and whatever is left over just comes back to the state to go through the formula program which is great.

MR. HOUGHTON: You hit it: political math.

MR. CHASE: There you go. And that was a huge shift in policy -- I'm not even sure they understood what they did, but it was huge, and David Laney and the agency argued that and it worked.

What happened previous to that was if you look at all the demos and the amount of money that had been allocated to demos, Texas was getting like 20 cents on the dollar of everything that was distributed, so it really was a very, very detrimental program. At least now what isn't spent pushes back to the formula program which is a good thing.

MS. ANDRADE: Thank you.

MR. WILLIAMSON: I think you're on to intermodal priorities.

MR. CHASE: We will be working with our Aviation Division and other interested parties on federal aviation re-authorization which is up this year.

The Water Resources Development Act, this legislation has been stretched out much longer than the transportation bill was a few years back. We will again be working with our ports on their priorities in that legislation.

On public transportation, we'll be working with transit operators here in the state, especially the ones that are in our more rural areas, not necessarily the big metros, on their priorities in public transportation.

Rail relocation and improvements, there was, I would call it, a boutique program that the agency was successful in creating in SAFETEA-LU, though it requires funding on the appropriations side to help us meet some of our rail relocation needs in the state and others. It's interesting, no money has ever been put into it but that doesn't mean we're not going to try.

And we are committed to working with our state and federal partners to expedite commercial and private vehicle flow through our ports while still doing our part to ensure that our borders are safe and secure.

That concludes everything I have to say about the federal draft legislative agenda. We will retool it, so to speak, based on today's comments, and if we don't get it out tomorrow, we'll get it out early next week and notify everybody we know how to notify that it's there and that they can comment.

MR. WILLIAMSON: And members, I remind myself and each of you, the purpose of the discussion item that we added to the agenda several years ago was to permit us to dialogue, to ask questions and to take information in an environment where everyone could see how we were thinking and what we were doing, but we can't make decisions in the public discussion process, and we really need to stay away from making concerted instructions to staff.

So your job, Mr. Chase, as it is with all employees who are involved in a discussion item, is to listen carefully to what each commissioner says and calibrate that against agency resources and how you need to react, because we shouldn't be giving you direction in the discussion item phase of the process.

MR. CHASE: We will do a synthesis of the discussion and make any changes we see necessary based on the discussion.

MR. WILLIAMSON: Members, we're on the federal discussion item process. Do you have any other dialogue you wish to have with Mr. Chase?

(No response.)

MR. WILLIAMSON: Thank you.

MR. WILLIAMSON: Okay, Michael.

MR. BEHRENS: We'll go to another discussion item. This is agenda item number 4(b), and this will involve some dialogue with the commission and our staff about toll roads, and we've had some requests about use of the toll road without paying the toll by different entities, and Phil Russell will lead that discussion and ask for your input.

MR. RUSSELL: Thanks, Mike.

Good morning, commissioners, Mr. Behrens and Roger. I'm Phillip Russell and I'm the director of the Turnpike Division.

As you know, we began opening elements of the Central Texas Turnpike Project last month. We had another segment open yesterday morning up on 130, and again, as you know, right now we're not collecting tolls, but beginning on January 6, we will begin phasing in the collection of those tolls.

Of course, as the buzz of this opening came about, we started, myself, my staff, and probably the administration, began receiving a number of phone calls from different individuals and groups that were asking, inquiring about what the process would be to get a waiver of those tolls -- not uncommon, really, in any toll authority or toll agency.

Primarily, I think there are a couple of things to consider when you start talking about free passage of certain classes or individuals. First thing I did, I asked my staff to call around to different toll authorities and ask what their policies were, and also to do some research. Not surprisingly, it ran the full gamut.

Starting with the North Texas Toll Authority on one end of the spectrum, their toll policies are pretty flexible. They allow free passage of tolls for a lot of the government employees and a lot of police, law enforcement, both marked and unmarked. I will also note that I know NTTA, just like TxDOT, is under more scrutiny, sometimes more criticism, and I noticed a WFAA article, probably last month or recently, was concerned about the number of non-revenue accounts. I think they have in excess of 3,000 non-revenue tags up in the Dallas-Fort Worth area, and the report suggested, I think, it was a $1.3 million hit to the bottom line.

Harris County, as we look on their website, they have probably the other end of the spectrum. They allow certain government employees free passage, but the work is pretty much limited to that particular system, those roadways. Marked law enforcement, obviously, if they're responding to an emergency with their lights flashing, they get free tolls, no tolls are paid, but when they're not responding or if they're unmarked vehicles, they are required to pay a toll in the Harris County Toll Authority.

Just a couple of others just to give you a sense for how other agencies. The Maryland Transportation Authority has the same process: if you have marked police vehicles, have their lights going, they get free passage. Florida Department of Transportation, Miami, Dade County, Orlando, all of those, by law, provide free passage for marked police vehicles but unmarked police vehicles are required to pay a toll. And again, as far as the government side, they are allowed some government employees that are working on that facility to have free passage and no one else.

Now, again, as we started getting more phone calls, to be honest, we got a lot of phone calls from our own department employees wondering, hey, this is a TxDOT toll road, do we get free passage, whether it's just driving back and forth on the road, do we have to have specific job responsibilities, or what the case may be.

What our stance has been to date -- and we've had some discussion with administration -- is if you have specific job duties on that roadway -- and there's probably only a handful of those between the Turnpike Division that will be responsible for certain toll collection on site and certain maintenance individuals in the Austin District -- there will probably be a handful of those TxDOT employees that will have that non-revenue account. Anyone else, me, Mr. Behrens, anyone else that chooses to utilize that road will be assessed that toll and then it will be up to our supervisors and department policies of whether the agency reimburses that employee for traveling on that toll road.

Again, I think the concern is we've got 14,700 employees. As you all start considering what the appropriate direction and policy should be, you have to keep that in mind: 14,000 employees, if we start allowing a lot of our own employees to have essentially free or non-tolled passage on our state highways, and very quickly -- within Austin we have tens of thousands of state employees -- it blossoms out. It's probably the same thing on the law enforcement. We have a number of law enforcement agencies in the area, it will expand very quickly into some of the other statewide agencies.

Now, the other area, again, just very quickly, for you to consider is the bond indenture itself. The bond indenture, again, is the legal document that the investors used back in 2002 to invest their $2.2 billion to build these state highways, and it specifically discusses certain classes, certain criteria of vehicles that would not be assessed a toll to drive on the facilities, and I'll summarize those quickly, but there's two or three that are probably on track.

Number one, the commission, in its discretion, may grant free passage to members, officers, employees of the department, TxDOT, acting in the discharge of their official duties related to the state highway system. My interpretation is you could expand it to all the TxDOT employees as long as it was in the discharge of their official duties on the state highway system. I think to date we've kind of narrowly defined that and said, well, that's as to your duties on the Central Texas Turnpike Project, we've pretty narrowly defined it, and that's why there would probably only be a handful of turnpike and Austin District employees that would be eligible. That's one area. Again, you've got a lot of flexibility of whether you want to take an expansive reading or a very narrow reading.

The other area relates to law enforcement, and there's two passages that probably relate. Number one, grant free passage or reduce tolls for operational emergency or safety reasons, and frankly, we kind of struggled with that trying to figure out if there might be some flexibility and opportunity there. I think between us, general counsel, bond counsel, we've looked through it, we have some concerns in that area that that may be broadening what the intent was of this original indenture.

Keep in mind that we have entered into a contract with the Department of Public Safety to provide for policing above and beyond what we would normally get on any state highway. I think we have twelve troopers that will be assigned specifically to the Central Texas Turnpike Project with the idea to ensure that it's a safe facility. Instant management is clearly an important factor in any toll road. We want the ability to move non-injury accidents very, very quickly, and so we're paying for extra troopers on that roadway.

The passage that's probably most on point is the commission may grant free passage to public safety officers of the United States, the state, its agencies and political subdivisions when any of them meet four criteria: 1) are acting in the discharge of their official duties; 2) can provide proper identification; 3) are using marked public safety vehicles; and 4) traveling under flashing lights and sirens.

Again, on its face it's pretty direct, pretty straightforward. One of your options may be you want to keep it strictly to that, to the face value of that passage, marked emergency vehicles, flashing lights, and that's it. I think it may be worth exploring further with our general counsel and bond counsel is we could pull in marked and unmarked police vehicles or emergency vehicles as long as they were traveling to an emergency, and we might have to think through how we could certify that. Obviously, we're going to be the subject of frequent audits. The investors want to ensure that we're doing our job, so there might be a process.

And we've had some discussion with various police departments that perhaps on the unmarked that monthly, or whatever is appropriate, the cities or the counties could certify that these particular vehicles were responding to emergency situations, and in that case, we could grant some free passage.

So there are a lot of issues there, commissioners, there's a lot of things we have to look at. Again, we're going to be opening up the Central Texas project to tolls on January 6, so this is a policy that we need to work on. We are going to bring it back in January for your consideration, and I guess we'd like a little direction or thought on how you'd like us to draft up that policy.

MR. WILLIAMSON: Do you have any direction you wish to offer, Ted?

MR. HOUGHTON: A question. Related facility up in the Dallas-Fort Worth area that we cut the ribbon on a couple of months ago, what's our policy on that transportation asset?

MR. RUSSELL: That's a joint project, obviously, in that area, and North Texas Toll Authority. I'll research it further, but I think it would fall under the North Texas policy of probably a bit more flexibility on the one end of the spectrum, allowing more government employees, more law enforcement, more emergency vehicles.

And I think it's important, Commissioner, to point out -- and I failed to do that a minute ago -- I think early on there was some confusion that somehow we would be inhibiting emergency vehicles, whether it was police or fire, going to emergency, and I think some of that was probably a thought of the olden days where we had barrier toll plazas and folks had to stop in place, and we're not talking about any of that, we're not talking about inhibiting. We have express lanes and those folks will be able to go to that emergency uninhibited. It really comes down to cost.

MR. HOUGHTON: Well, on the State Highway 121 we're getting ready to award sometime next year, what's our policy regarding that transportation asset?

MR. RUSSELL: Right. Let me research that a bit more.

MR. HOUGHTON: Since we're on the hook for the debt.

MR. RUSSELL: Well, not yet.

MR. HOUGHTON: But we will be. It's a concession model.

MR. RUSSELL: We're in the middle of the concession and we're working out contractually what the risk allocation would be.

MR. HOUGHTON: We transfer the risk on that but it's still our asset.

MR. RUSSELL: Let me do a bit more research on that and I'll get back to you.

MR. HOUGHTON: I would think, Mr. Chairman, we want to be consistent across any asset that was on the state highway system.

MR. WILLIAMSON: Mr. Houghton thinks that we need to be consistent about any asset across the state highway system.

MR. RUSSELL: It's a great point, Chairman.

MR. WILLIAMSON: Hope?

MS. ANDRADE: Phil, can our technology differentiate between an emergency vehicle that is traveling on an emergency versus just getting to and from work?

MR. RUSSELL: It's a bit more difficult. If it's in proximity to a toll plaza, you'll have attendants there. Again, they won't be going through the toll plaza but it will be over in the express lanes, and you'll have some visual inspection and you'll be able to kind of correlate that to a certain time. Our detection equipment certainly will be able to see whether it's a marked police vehicle. As to unmarked that's where it becomes a bit dicier, a bit more difficult to ascertain. Clearly, you wouldn't be able to see if it was a police vehicle. There's probably a way that we could get a list of at least some of the unmarked license plates, could put them in a database, and we'd be able to ascertain whether it was a police vehicle or not. Clearly, in those situations it would be very difficult to figure out if it's an emergency or not.

MS. ANDRADE: Or could the tag do that for us?

MR. RUSSELL: I don't think so. Again, the olden days we always had toll tags and we could still do that and say this is non-rev tag, you can have that. I think now with more of our video billing process that we're going to, as long as we have a list of the license plates, we could probably do that in the back office, go through and ascertain whether it was a police vehicle or not. It still doesn't answer the question of whether it was for emergency responses, emergency purposes, and that's where I guess I'm suggesting at least one option might be to have those local municipalities, the police department, certify at the end of the month this one was for emergency services, this one, these weren't, something like that.

MS. ANDRADE: Because I don't want to create extra work.

MR. RUSSELL: Sure.

MS. ANDRADE: If you're asking for direction, Mr. Chairman, for our staff, for me it would be only responding on emergency, and then I don't think our staff should be exempt from paying tolls. I love our staff, but...

MR. JOHNSON: You're a Grinch.

MS. ANDRADE: I know.

MR. WILLIAMSON: John?

MR. JOHNSON: As an overview, it's easier to authorize access than it is to take away that authorization, and so from that angle, I think we need to be very guarded and make sure that we think all these issues through. But having said that, my sense is that we have a responsibility on emergency vehicles to do everything in our power to allow them to get to where they want to get to or where they are needed and back to where they need -- if this happens to be an ambulance, for example, back to the appropriate medical facility. And in that regard, if it's an emergency vehicle in performance of their responsibility and duty, I would certainly think they ought to be covered.

I do think that we benefit and the traveling public benefits from marked police and public safety vehicles from an overall safety aspect in that it becomes a natural deterrent to some of the things that cause accidents, and I think we ought to look very closely at how we can craft that, and the traveling public, I do feel, will benefit from that.

And beyond that, I would join with my fellow Grinch.

MR. WILLIAMSON: Well, I think we probably think similarly about these things. One of the things I observed when I was a member of the legislature is similar to John's observation. The temptation to buy support and votes with the public's money is ever-present in politics, and I watched the property tax base of the state be eroded over 20 years, an exemption here, an exemption there, and suddenly the only people paying property tax were homeowners between the age of X and X that didn't meet certain qualifications and live in certain areas, and you end up overburdening everyone.

Or, in the case of transportation, you just end up under-funding the future and then you're forced into the kind of crisis that we have today or shoving off till tomorrow a huge amount of debt on to your children to pay for your consumption of roads.

So I don't think any of us want to tell the Round Rock or the Austin PD or the DPS or hospital district don't use the toll road or it will cost you money, we don't want to do that, but we want to be very cognizant that the lack of budget discipline and recognition of the facts of what it takes to pay for modern society produces decisions at the regulatory and legal level which end up having negative consequences.

We have a lot of people in this room today who are upset about a decision I've made on enhancement funding, but the reality is that's money that's been removed from rebuilding the infrastructure of this state's transportation system by what I believe to be an undisciplined process, and I don't want to be in that same position with regard to the toll system and I don't want to be -- I'm inaccurately accused of many things -- I don't want to be accurately accused of having done that.

So I think that's all the guidance you need in order to develop a policy. We look forward to you bringing that policy back.

Members, we do have two commenters on this public discussion item.

David, do you and Ken want to decide who goes first, or does it matter to you? Are you presenting in concert? Forgive me for not knowing which are you. Okay, David Carter with the Austin Police Department. Let the record reflect that I didn't know who he was because I don't have much dealings with the police.

(General laughter.)

MR. CARTER: Good morning, Mr. Chairman, commissioners. I'm David Carter, assistant chief of police with the Austin Police Department.

I'm here this morning with many of my partners in law enforcement from the Austin metropolitan area to seek the commission's guidance and consideration on whether police vehicles must pay tolls, something that you guys are talking about at this time, you ladies and gentlemen.

I want to recognize, also, that I have with me partners from the Travis County Sheriff's Office, Round Rock Police Department, Austin Independent School District, Pflugerville Police Department, Public Safety, and I believe I even saw the FBI back there somewhere.

We're going to, obviously, do whatever the commission wants. We're here to serve you, as we serve the public. We really want to try and clarify some of the things. January 6, tolls come into play. We understand, as toll policy currently is, that marked patrol cars on emergency call may pass without paying a toll, either when on call or using emergency equipment, lights and siren.

One of the things I'd like to do this morning is to try and facilitate the commission's understanding of the complexities of modern-day policing, especially in a metropolitan area. The Austin Police Department responds to 350,000 calls for service a year. We strive for a response time of 7-1/2 minutes or better. In order to be effective and efficient with taxpayers' resources and accomplish our mission of protecting and serving the public, we operate in a variety of ways.

Since 9/11, the one thing that we can't have is turf battles amongst law enforcement, so more than ever, we stress multi-jurisdictional cooperation. We are partners with Round Rock Police, with the Sheriff, with DPS, with the FBI and other agencies in the area. Teamwork and crossing jurisdictional boundaries occurs regularly. No matter how large or small our agencies, we rely on one another. For example, if there's a bomb call in Round Rock, we'll go, our bomb squad will respond to that.

So currently, while there's not a large portion of the toll road actually within the city limits of Austin, much is actually scheduled to be, but there is currently some that's actually within our jurisdiction.

The issue of patrol cars, we understand, marked patrol cars, but one of the things I'm not sure the commission fully understands is the issue of unmarked patrol cars. Austin's fleet of over 800 cars, somewhat less than two-thirds are actually unmarked police vehicles. Those police vehicles, many of which, if not most, actually have red lights and siren and we use them as emergency response vehicles.

So I'm not sure the commission may understand that we actually have patrol cars that don't say Austin Police on them, and the same is true for other jurisdictions, like Round Rock. We use stealth cars and a variety of other things; the officers in those cars will respond to emergency calls. And so there's an issue when you talked about the issue of marked police cars, so we're concerned about that.

The other thing I would tell you about those unmarked cars, many of them are specialized units, such as SWAT, bomb squad, hostage negotiators, homicide detectives, and a whole variety of other units.

The other thing that I'd like to mention is that you only need to look at our local paper to see that Austin PD, as well as our fellow law enforcement agencies, are frequently scrutinized on our performance for a variety of things. One of those things actually is response time, so that is a concern for us.

Our belief is that the toll road is a public place under penal code definition. Basically a substantial amount of the public has access to that roadway, so if it's within our jurisdiction, notwithstanding that we're working with DPS and DPS will be patrolling those toll roads, we are in discussions with DPS that there are times when we will need to go up there and either assist them or take on a criminal investigation.

As much as we don't want it to occur, incidents happen on the highways all the time that are not necessarily traffic-related, disturbances, aggravated assaults. We experience this on a daily basis in Austin on I-35 and MoPac which we have to respond to those kinds of situations. If there's a follow-up investigation, it would be the Austin Police Department that would conduct that investigation, so DPS might be first responder or we might be the first responder.

As it stands now, 9-1-1 calls will come to the Austin Police Department call center. Our arrangement with DPS is that we will send Austin Police to those calls because now when somebody calls in, the majority of the calls on the freeway occur due to cell phone usage, they hit a cell tower, so the exact location is not known sometimes. It might be on the toll road or it might be on the feeder road off the toll road. So that's another one of those issues where we have to work as a team with our fellow law enforcement offices to ensure the safety of the public.

I'm certainly not a lawyer, but we think that the intent of the legislature was to exempt police vehicles from tolls. The other thing is that we note, or I've been told, that under Chapter 541 of the Transportation Code that a police vehicle is an emergency vehicle. So we think that, also, under your indenture of trust document that you have the authority to make those kind of adjustments as needed.

And really, my conclusion is that we believe that a police presence benefits all the citizens of Texas and visitors to Texas, regardless of where it is, and we would like you to understand that we don't engage in turf battles that we used to see before 9/11. We feel that we need to have unfettered access for a variety of reasons, including homeland security which is a big issue when we go out and patrol these roadways.

And in conclusion, I'd just like to thank the commission for allowing me to speak before you today. I'm certainly happy to answer any questions.

MR. WILLIAMSON: Any questions, Ted, Hope, John?

MR. HOUGHTON: No. Thank you.

MS. ANDRADE: Thank you.

MR. JOHNSON: Thanks.

MR. WILLIAMSON: I have one. I assume some officers take city-owned cars home.

MR. CARTER: That's correct.

MR. WILLIAMSON: Is there a policy that governs the use of that vehicle from the time the officer is off the clock but in the car and on her way home and while the officer is off the clock and at her home? Specifically, may the officer, after clocking out or announcing out, however you do it, may the officer deviate to the Albertson's and pick up groceries in that car?

MR. CARTER: It depends. What I would say, first off, is that if an officer takes a car home and comes across some kind of incident, they are then obligated to do something about that incident.

MR. WILLIAMSON: Mr. Carter, I mean the officer is off the clock and in route to residence, elects in the city-owned car to stop and buy groceries. Is there a city policy about that?

MR. CARTER: The policy basically indicates that the officer can take the car on personal errands, however, there are restrictions. For example, they obviously cannot do things -- they can't go to a fine restaurant and have a glass of wine or something like that, there are restrictions like that. The main thing is that they're expected, if they're in that vehicle, to perform as if they're on duty. In other words, if you're in that vehicle, we consider that officer to be on duty. We don't always compensate them. If they drive up on something, then they become officially on the clock.

MR. WILLIAMSON: I see. So the tradeoff is within some degree of reasonableness, you may use the car while you're off duty, but if you're using the car while you're off duty and something occurs, you've got to take care of it, that's your responsibility.

MR. CARTER: That's correct, sir.

MR. JOHNSON: Would the same thing be applicable if they were in their personal vehicle, if they encountered a situation that needed police attention or action?

MR. CARTER: We expect the same, yes. And we're not asking for free passage for personal vehicles. We would like for some consideration to recognize that if an officer has a take-home vehicle, the reason for that is because they become an emergency responder after hours. And again, the best example is like SWAT. We rotate those people on call, we rotate a variety of units where they may not always take that car home, and maybe you're on call for this period of time so you take the car home.

MR. WILLIAMSON: Thank you for very straightforward testimony and for answering our questions.

Ken Evans with the Round Rock PD. Welcome.

MR. EVANS: Good morning, Mr. Chairman and commissioners. Appreciate the opportunity to come before you.

I just want to highlight a couple of things the chief talked about. I think it's important and it's a concern of ours for the constituents in Round Rock that they have the same public safety presence on the tollway that they do on any other road in the community of Round Rock. And I think when we start to split hairs on some of these issues, it becomes very complex, and I'd like to highlight some of that.

We talk about making it to where it's response to an emergency call. Let me give you some things to think about. When we respond to emergency calls, it's very difficult for police officers because often it's not as simple as electing to turn on your emergency lights or not because sometimes we're in traffic that's so congested, it would be more detrimental to do that than it is to turn them on. So you run into issues of Code 1, 2, 3, depending on the department policy, how the call is playing out as to how you're going to respond to that. So it's not as easy as well, we'll just look at the cars that have their lights and sirens and elect to waive them. That becomes very complex when you do that.

The other thing I would say in regard to take-home cars, most agencies, I would say -- and I've been doing this 18 years, spent many years with El Paso Police, so I've seen a variety of different policies on this -- most take-home car policies do not let you go get groceries. That's not something I think the public supports, it wouldn't be considered acceptable.

So we typically ask our officers, we're kind of stringent in our policy, almost every officer in Round Rock does have a take-home car, and more often than not it does benefit the public. We have officers that live in Liberty Hill and I can assure you that almost daily they're stopping and changing a tire, they're rolling up on a rollover wreck, and that's a time-sensitive issue sometimes to save a life, to get out there and extract people. And those communities, some rely on volunteer responses. The value we get out of that with that take-home car and having those cars in the community and the presence displayed on a daily basis on those roads, you can't put a value on it.

And so I think we need to be cautious when we think about these issues, when we start talking about the money we lose by not obtaining the funds associated with those cars on there. Because we're not losing, the public is gaining. In the era of homeland security, I think we need to think a little bit more along the lines of what is in the best interest of the community. We work extremely well with the Austin Police Department and the other agencies, and in doing that, we're trying to work this out, because you're job is extremely complex to make the decisions you do, and there are things that we haven't mapped out yet. In talking with DPS, if a toll booth gets robbed tomorrow, we haven't even ironed out who's going to handle that call.

I would caution the discussion about twelve extra troopers. There are twelve troopers paid by DPS through this fund to patrol that, but you have 365 days a year, 24 hours a day, to stretch those twelve troopers. And so I would be cautious about saying that's twelve extra troopers. If they're extra, what were the initial troopers?

When there is a rollover wreck in Round Rock, Texas, people want to see the police. They don't care if it's Cedar Park, they don't care if it's Austin, they're looking for service because they're concerned about life safety. And it is our current expectation that we will respond expeditiously to that, and if that trooper that is assigned that day is at 290 and 130, he's got a pretty good trek to make it to that wreck, and we're going to get out there and do the best thing we can to serve the citizens of our community. But when we put these things before us that cause somewhat of a frustration on how we're going to operate, I think it could be a deterrent.

I, myself, drive an unmarked vehicle. I can assure you every day, coming to this meeting this morning, there were several people that even though I'm in Austin jurisdiction, I have the legal right to stop them for violations that are above and beyond what they should be doing. I have to make a conscious choice: should I be late to this meeting, or was that person causing such a safety issue that I should stop them. And I can tell you that there are many times that I do, and I drive an unmarked car.

So that presence on these turnpikes is important to the community. I think when these were created, they were created with the effort to expedite mobility, and to keep police officers from being out there because we're concerned about revenue I think would be a mistake. And the issues are far more complex than just when we're responding to an emergency. We want police officers out there every day, all day long, driving those roadways without having to worry.

Simple things like a narcotics investigation. We tail people all day long every day, in and out of Austin and Cedar Park and Pflugerville. Those narcotics officers can't stop and run through a toll booth when they're trying to follow a vehicle. Those are things that you need to think about because it's just not conceivable for them to do that. I'm sure if the FBI is here today, they'll tell you the same thing.

There's a lot of issues that come up here that I think staff needs to spend a minute thinking about and conversing with some of these organizations. I'd be glad to provide you some insight. I know there are stakeholders involved in the funding of this, and I can appreciate the things that they've done for our community by funding this, but I'd really ask that you think about public safety before we really narrow this down to black and white issues because it's far more complex than that.

MR. WILLIAMSON: Ted?

MR. HOUGHTON: Thank you. No questions. Appreciate your testimony.

MR. WILLIAMSON: Hope?

MS. ANDRADE: Thank you very much.

MR. JOHNSON: You do a great job.

MR. WILLIAMSON: I'm sure the staff will be judicious and talk and discuss.

MR. EVANS: We'd be more than happy to come meet with them if they have questions for us. And again, it's not an adversarial thing.

MR. WILLIAMSON: I know it's not, and I know that you won't take it adversarial when I say to you, you said something a while ago which is a great example of the difficulty we face in this department, and that was you said that people expect you -- that when you're on the road, that's a benefit to the citizens you serve.

MR. EVANS: Absolutely.

MR. WILLIAMSON: The problem is in that context, those citizens weren't paying for the road.

MR. EVANS: That's correct.

MR. WILLIAMSON: And the dilemma the entire state faces -- and I'm sure many who play in our world get tired of me saying that -- is we have not had the discipline over the last 25 or so years at every level of government, right down to city government, to recognize the true cost of the transportation infrastructure we say we want and associate that cost with the individuals who benefit from it.

MR. EVANS: That's correct.

MR. WILLIAMSON: In the case you just gave, the citizen you're serving in the emergency or wherever that citizen resides, did not pay for the consumption of the road to get you there. I'm not complaining about it at all, I would want you there too. My point is if you don't have discipline in your life in terms of cash flow, eventually something is going to be gone. The road is not going to be passable, as is Interstate 35 for all of you guys now, not passable at certain times of the day, or the road is going to have so many potholes or cracks in it you can't get across it. That's the inevitable result of not being self-disciplined in how you allocate your cash. That's all.

MR. EVANS: And I can appreciate that.

MR. WILLIAMSON: At the end of this day, we will all have a policy we'll like, I'm convinced of that.

MR. EVANS: Appreciate your time.

MR. WILLIAMSON: Thank you.

Phillip, anything else?

MR. RUSSELL: The last thing in response to Commissioner Houghton's question on 121, James McCarley and I were talking a moment ago, and James reminded me that the NTTA has sent out a letter to all of their account-holders saying that their non-rev tag policy will not apply. So effectively, Commissioner, 121 will be under this policy, under the TxDOT policy.

MR. WILLIAMSON: Anything else for Phillip, members?

MS. ANDRADE: I have one question. What does Florida do with their enforcement officers?

MR. RUSSELL: They have a troop of the Florida Department of Public Safety.

MS. ANDRADE: Do they charge?

MR. RUSSELL: They charge for unmarked police cars, but again, they rely primarily on their Florida DPS, their version of it.

MS. ANDRADE: Thank you.

MR. WILLIAMSON: Members?

(No response.)

MR. WILLIAMSON: I didn't comment a while ago on my own staff, but please don't take my omission as not being interested in it. Like all the other three, we love our staff, but self-discipline applies to everybody, including commissioners and office-holders.

MR. RUSSELL: I would agree.

MR. WILLIAMSON: Cash flow is cash flow, no matter where it goes out and where it comes in.

MR. RUSSELL: Fair is fair.

MR. WILLIAMSON: Thank you, sir.

MR. RUSSELL: Thank you.

MR. BEHRENS: We'll go to agenda item number 5, and we'll get Coby back up and talk about the commission recommendations to the legislature for the upcoming session. Coby has done this several times. I think he's ready to make some recommendations and ask for your approval. Coby.

MR. CHASE: Good morning again. Again for the record, my name is Coby Chase with the Government and Business Enterprises Division.

At every meeting of the commission this year I've discussed your proposed legislative agenda for the 80th Session of the Texas Legislature, and today I'd like to discuss the final adoption of this agenda.

Last month I presented to you for your initial consideration the draft report to the legislature on proposed statutory changes. We now have a final version of that report, and all of the issues before you have been discussed at previous commission meetings.

I will concentrate only on matters that differ from last month's report or what's found online and what everyone has had an opportunity to view and comment on, however, I would like to say something about utility relocation as I go through that. So what I am saying is I do not plan to rehash everything in the report that has been said before and go through every single issue, just things that have been changed, with one comment on utility relocation.

We heard from five utility-related entities concerned with the issue of utility relocation due to highway improvements. These groups argue that federal funds pay for these relocations and the laws should not be changed, however, the Hidalgo County MPO and the Houston-Galveston Area Council agree with this recommendation.

I'd like to offer a note of caution or warning, whatever the case may be, we need to guard against the perception that has been advanced by some in the lobby profession that there's some sort of pot of federal funds dedicated to this purpose. I don't know if it's a convenient fiction or just a casual dismissal that they've said out loud, at least to us, that oh, well, there's federal money for this. Well, of course there's federal money for this, but what we don't spend, we put back into roads. It seems to be that last part that is not being said, and I hope when we're talking about this issue with the legislature that we --

MR. WILLIAMSON: Well, wait. Is this federal money that the lobby refers to part of our apportionment?

MR. CHASE: They're not really sure what they're referring to, to be honest, Chairman. It has been characterized, kind of dismissally, as just a pot of money that if we don't access it, somebody else gets it, and I just don't want that misperception to be out there.

MR. WILLIAMSON: And the answer is then it must be part of our federal apportionment, and like enhancements, it's identified for a purpose but then can be used for another purpose under the right circumstances.

MR. CHASE: No. It is all part of road-building, it's not a separate category.

MR. WILLIAMSON: Oh, it's not a separate category to itself.

MR. CHASE: No. And if you don't spend it on utility relocation, you will build more roads with it or more transportation infrastructure with it. And so there seems to be this thing that it's all tied up. It is a very straightforward issue and one utility group sent us a response that said that TxDOT would use the funds for unspecified purposes, and that just drives me batty when they say things like that. No, we will build more roads with it, that's all there is to it. I just wanted to get that on the record. It's been repeated and it seems to be driving part of the discussion.

Where I'd like to highlight changes from what I put out in previous discussions, last month in particular, arise from recent discussions with the North Texas Tollway Authority. NTTA opposes several initiatives in relation to regional tollway authorities. First, they do not agree with the addition of statutory language allowing regional tollway authorities to dissolve. Moreover, any mechanism proposed to authorize an RTA, or a regional toll authority, to convert to a regional mobility authority would not be supported either, including the ability of an RMA to build a project within the boundaries of an RTA without first securing the approval of the RTA.

In light of their comments, these recommendations have been removed from the legislative agenda, along with the measure that sought a means to allow tolling authorities to compete with the private sector for comprehensive development agreements.

In addition, the North Texas Tollway Authority does not agree with the recommendation to allow the State to acquire existing transportation projects of regional tollway authorities and county toll authorities on a voluntary basis. NTTA, from my understanding, feels these recommendations are a direct conflict with our relationship and they would not like to see them pursued. The Fort Worth Chamber, the Greater Dallas Chamber, the Regional Transportation Council -- the MPO for the Dallas-Fort Worth region -- and the Houston-Galveston Area Council share these views as well.

I need to make it clear to all, as I have on numerous occasions, such a transaction would be voluntary on the part of each entity. We are not prepared to set this matter aside. If a tolling entity considers leasing or selling an asset, as was contemplated recently in Harris County, other public tolling entities ought to be able to compete for that asset. However, I do recommend to you that we modify our request to authorize any tolling entity, not just the State, to acquire an existing project within their boundaries. That means that HCTRA or NTTA could acquire a State-owned project and the State could acquire a HCTRA or NTTA project, as long as each party agreed to the transaction.

I want to assure all present and all those listening that we are no more interested in a hostile takeover of others' projects than we are of others seizing a TxDOT project, but I am comfortable with this proposal knowing that one entity could not force the other entity to do anything it did not want to do.

The NTTA also took exception to our proposal to allow member counties to withdraw from a regional toll authority. We have chosen to keep that in the commission's report as it reflects our core philosophy regarding local control, local self-determination.

Before I close, I need to make some general comments. The report represents issues that the agency, you, the commission, and the Government and Business Enterprises Division have spent the past year researching. It is by the very nature of the legislative process that additional issues will be presented to you in the ensuing months. Let me say it this way, this report is not the end of the discussion with the Texas Legislature, it is simply the beginning.

A few of these have recently been brought to our attention which we may be looking into in the future, and we discussed them a little bit last meeting, I just want to let you know where they stand.

You'll recall Michael Morris from the North Central Texas Council of Governments addressed on you transit initiatives as a result of Commissioner Andrade's efforts in this regard. He presented the findings of a study group formed to address statewide public transportation coordination issues. Some of the topics the group feels might require attention in the upcoming session include developing pilot projects to test regional coordination, including opportunities for a centralized maintenance facility for transit vehicles, a purchasing program allowing for the transit authorities to acquire vehicles on a statewide basis.

Transit authorities would also like flexibility in relation to statutory requirements on alternative fuel vehicle purchasing and operation in air quality attainment areas of the state.

Another issue has to do with the Automobile Theft Prevention Authority and the classes of vehicles which are required to pay the dollar surcharge to fund the program.

Again, these are examples of issues in which we may need to become involved but you will not find in the report.

This concludes my comments on the feedback we received from interested parties on the commission's draft legislative agenda. I feel we have been clear on what our goals are and the problems we are trying to solve, and that concludes my prepared remarks for today. I'll be more than happy to answer any questions you may have.

MR. JOHNSON: Ted, do you have any questions or comments?

MR. HOUGHTON: Thank you, Mr. Chairman.

So from the standpoint of the NTTA issues, we are going to continue to pursue or allow a willing buyer, willing seller attitude.

MR. CHASE: That is what we put in your report, yes, sir.

MR. HOUGHTON: And continue at a local level a county wants to withdraw. That is a local issue.

MR. CHASE: Yes, sir.

MR. HOUGHTON: Okay.

MR. JOHNSON: Hope?

MS. ANDRADE: And they would only want to withdraw if they wanted to form perhaps their own RMA or their own entity?

MR. CHASE: Build their own projects.

MS. ANDRADE: And this is merely done so that we can have the flexibility in the future if the occasion ever arose, but there's no plan to do such at this time.

MR. CHASE: No, ma'am.

MS. ANDRADE: Thank you.

MR. JOHNSON: Coby, it's my understanding that there hasn't been complete clarity on the issue of an asset purchase that we might make under our intended legislative agenda relative to the regional tolling authorities. Do you think that after this discussion and attempting to respond to their concerns that everybody understands exactly this idea of hostile takeover is not on the table, that this is a mutually agreed to transaction between the parties involved and is not the State coming in and saying we're going to do this?

MR. CHASE: I would be interested to hear that somebody didn't know that was our intention. Early on we did kind of a quick summary that a lot of people saw. You could have read it any number of ways, even though our core report always said it was a willing seller, willing buyer situation. But I think those who have a direct interest in this issue, if they somehow tell you that that's not the case, that would be kind of shocking.

MR. JOHNSON: Would it be your conclusion that that particular item, in terms of our entire legislative agenda at the state level, has produced as much, if not more, heartburn than any of the other items?

MR. CHASE: No. Billboard relocation probably has more.

MR. JOHNSON: We got more responses.

MR. CHASE: Right.

MR. JOHNSON: Okay. Mr. Chairman, I think we're at about the end of Coby's report.

MR. WILLIAMSON: Was there dialogue about the North Texas Toll Authority's concerns?

MR. CHASE: Yes, sir.

MR. WILLIAMSON: Did anyone take the time to use the record to say once again that our intentions on the purchasing of the other's assets were because we think there's an absence in law and not because we necessarily have any desire to buy any of their assets?

MR. CHASE: No, sir, I did not phrase it that way. Correct, the law doesn't clearly allow that authority. That's why, should it ever be an option, it would need to be in law.

MR. WILLIAMSON: What brought that to our attention was actually when the Harris County Toll Authority decided to consider selling some of their assets and we realized there is an absence of law, from our perspective, that we thought needed to be addressed.

MR. CHASE: Right, and I did mention that. And if a major road system in the state all of a sudden is up for sale, to so speak, it would be kind of odd not to have the State at the table if they're interested. So yes, sir, that was mentioned.

MR. WILLIAMSON: Okay, members, is there any other discussion at this time?

MR. JOHNSON: I have none.

MR. WILLIAMSON: We want to be sure that we try to be clear about this to those who pay attention to us. The statute requires that the department deliver to the legislature a report which indicates the changes in law the commission believes should be considered to advance the transportation program in the state. Although there will be some who will ignore the statement from the chair or some who will not ever listen to it, we want to be sure the record is clear we're not in the business of lobbying for laws or advocating for laws and we don't intend to go across the street and do anything that's not reflected in this, but only to lay the report out and to respond to Senate or House questions as they may develop.

MR. CHASE: Yes, sir.

MR. WILLIAMSON: Do I have a motion?

MR. JOHNSON: So moved.

MR. HOUGHTON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you, Coby.

MR. CHASE: Thank you.

MR. BEHRENS: We'll go to agenda item number 6(a) under Public Transportation. Agenda item 6(a) concerns transportation development credits and how they can be used as match for public transportation capital projects. Eric.

MR. GLEASON: Good morning. My name is Eric Gleason. I'm the division director for Public Transportation for TxDOT.

This minute order signals the commission's intent to make available an estimated $12.5 million in transportation development credits to promote public transportation capital infrastructure projects, including fleet replacement, fleet expansion, maintenance facilities, and capital projects supporting regional coordination. The actual award of credits will require commission action at a later date.

Transportation development credits are identified under SAFETEA-LU and the department's rules as a method of finance for the non-federal match or local match for eligible expenses for those projects and other transportation-related projects. Using transportation development credits to provide required local match will facilitate replacement of aging fleet and fleet maintenance infrastructure and promote expansion and coordination activities consistent with regional coordination plans, recommendations and the department's goals.

The figure of $12.5 million is less than half of the current development credit balance available for immediate statewide use. It is also consistent with anticipated SAFETEA-LU funding levels and their expected usage. We recommend your approval of this minute order.

MR. WILLIAMSON: Members, we have one witness. Would you prefer to hear the witness before you ask questions of staff, or would you like to ask questions of staff first?

MR. JOHNSON: The witness.

MR. WILLIAMSON: Okay. We have one witness, Ben Herr. Ben, welcome.

MR. HERR: Good morning, sir.

MR. WILLIAMSON: Good morning.

MR. HERR: For the record, my name is Ben Herr. I'm the executive director of the Texas Transit Association. Mr. Chairman, commissioners, thank you once again for the opportunity to speak before you on behalf of the public transportation operators in our great state.

Commissioner Andrade, I just wanted to mention I enjoyed reading the front page article about you in the San Antonio Business Journal. It was a good article. Congratulations on that.

Mr. Chairman, the Texas Transit Association would like to comment in favor of this minute order. Transportation development credits have proven to be a valuable financial tool for many of the transit operators in the state. In the past there's been many success stories where TDCs were used to help purchase vehicles and fund capital projects that otherwise may not have been afforded by the local community. When TDCs were not available, there have been some transit operators who canceled or postponed vehicle purchases or capital improvements because the local match could not be generated.

The action of the department to make future TDCs available to the transit industry is extremely encouraging and very much appreciated by the transit providers. We appreciate the commission's continued support in providing a full toolbox of financial options to promote public transportation within the state. Thank you.

MR. WILLIAMSON: Questions of this witness, members?

(No response.)

MR. WILLIAMSON: Thank you, Ben. Thank you for taking the time to be with us today.

MR. HERR: Thank you, sir.

MR. WILLIAMSON: Okay. Members, you've heard the staff's explanation and recommendation, and you've heard the witness's comments. What's your pleasure?

MS. ANDRADE: So moved.

MR. HOUGHTON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you.

MR. BEHRENS: We'll go to agenda item 6(b) and this is the recommendation to approve some 5304 planning funds. Eric.

MR. GLEASON: This minute order approves the award of $1.38 million of Federal Section 5304 State Planning and Research Program funds to support continued regional coordination and planning efforts in 23 of the 24 planning regions across the state. In one additional case, Region 6, the department's Tyler District was selected as a co-lead and fiscal agent for the East Texas Region. Those funds will be expensed by the department directly, and therefore, not included as a grant award in the minute order.

We expect that continued planning efforts will require additional staff time as well as operational and administrative expenses to support it. An equal amount of $60,000 is awarded to each area. The total amount is roughly half of the amount provided by the department to support this effort last year.

We recommend your approval of this minute order.

MR. WILLIAMSON: Witnesses on this?

MR. BEHRENS: No, sir.

MR. WILLIAMSON: Members, you've heard the staff's explanation and recommendation.

MR. HOUGHTON: So moved.

MS. ANDRADE: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you.

MR. BEHRENS: Agenda item 68 will be the recommendation of funding for the 5311(f) program.

MR. GLEASON: This minute order awards funds to four multi-year intercity bus facility construction projects listed in Exhibit A. Project amounts listed under Phase 1 will be funded from the current available balance of Fiscal Year 2006 funds, just over $1 million. Project amounts listed under Phases 2 through 5 represent later phases of each project as submitted by the project sponsors and will be funded with future federal appropriations.

A competitive call for projects was issued on March 17, 2006. Thirty-two project proposals were received totaling over $13.7 million, proposals requesting funding for operating assistance, facility construction and renovation and capital and planning. There were a combination of single-year and multi-year proposals. At your July meeting in El Paso, just over $2.9 million was awarded for mostly single-year projects. This award today addresses the multi-year proposals that we received.

These projects are consistent with federal program objectives and can contribute to improved coordination of services among intercity bus carriers and rural and urban system public transportation providers. Intercity buses is an important component of the overall mix of public transportation options offered throughout the state. Many communities and businesses in the state are dependent on the intercity bus system for timely and efficient transportation of passengers and delivery of goods and supplies.

We recommend your approval of this minute order.

MR. WILLIAMSON: Members, we have two witnesses. Let's hear from Rob first, if you don't mind, Rob. It's good to see you again here. Rob Stephens, Concho Valley Transit District.

MR. STEPHENS: Good morning. Thanks for having me here this morning and allowing me to speak to you on behalf of this agenda item.

My name is Robert Stephens. I'm with the newly formed Concho Valley Transit District and here representing the Concho Valley Council of Governments and twelve counties in West Texas and the urban area of San Angelo.

I understand the complexity and the job it is, and I appreciate the staff and the commission for making these tough decisions. I'm just here to say thank you and just to kind of sit back and look back to where we've come from, to appreciate where we are now and to kind of catch my breath because we've got still some ways to go. So we thank you for paving that way for us, thank you very much.

Over the last several years we've found that we've always worked real closely together with our region and we've had a lot to learn, we've learned from mistakes, we've made some good decisions, we've made some bad ones. But recently we found a different way to approach our working relationships within our region and that was due to the regional service planning and the coordinated plan, and we're very grateful for those tools that you provided us.

Along the way we've discovered some new partners, new ways to work together in our shared quest to deliver good services. We thank you for providing that support necessary to make that happen in my community. Thank you.

A few years ago we asked a question how can a multimodal terminal assist regional carriers and public transportation delivery systems, like ourselves, do a better job, deliver more effective and efficient services. What we found was not only would it help us but it would be a centerpiece and a key ingredient for a whole host of coordination activities that would knit together for one community transit system.

We recently merged the two systems, the small urban and the rural, and are now providing, hopefully, better services. We've consolidated those, we've doubled the number of ADA paratransit trips provided per hour, we've improved historically low performing routes in just a few months of service, so we're very proud of that.

The regional service planning has taken on a new perspective as we've now got a focal point for our coordination efforts which is this multimodal terminal which has given us some new energy, kind of a glue bringing things together. This terminal is becoming a centerpiece that's knit together our regional transportation network, providing for support of our regional carriers, like Kerrville Bus Company and Coach USA, opening doors and discussions about supporting interline agreements that more effectively distribute responsibilities of delivering services in our region and connecting people to just not inside our region but outside our region and throughout the state.

The terminal is also becoming a centerpiece, it's knit together the city's revitalization effort for downtown San Angelo. So we're encouraged, our city leadership and local businesses are now making investments in infrastructure and around the terminal, taking a look at occupancy in vacant areas around the area, ultimately spurring some new economic development opportunities that support and sustain transit.

The terminal is also becoming a centerpiece and knits together our community's mobility plan, inspired local leadership to do more with available resources and plan for improved quality of life in our community by improving transit infrastructure and the services that we're in charge of, that we're responsible for.

So none of this would have been possible if it weren't for the district, the division and the commission, so I'm here to say thank you. Thank you for supporting that.

MR. WILLIAMSON: Questions of Rob?

MS. ANDRADE: No, but thank you for everything that you do, for all your time and effort on this effort. Thank you very much. Happy holidays.

MR. STEPHENS: Thank you.

MR. WILLIAMSON: Thank you, Rob.

Jerry Prestridge. Jerry is with the Texas Bus Association. Jerry, long time no see.

MR. PRESTRIDGE: Long time, Mr. Chairman. Good morning. Good morning, commissioners, Mr. Behrens. My name is Jerry Prestridge. I'm the executive director of the Texas Bus Association.

The members of the bus association asked me to come this morning to thank the commission for the awards that were made in July in El Paso and the awards that have been made this morning. We feel that they will go a long way in maintaining and improving the intercity bus service in the state of Texas.

We were in El Paso, but unfortunately, we had flights that didn't allow us to thank you out there, so we thank you this morning.

MR. WILLIAMSON: Anything for Jerry?

MR. HOUGHTON: Thank you for coming.

MR. WILLIAMSON: Yes, we appreciate you coming by and saying thanks. That's very nice of you.

MR. PRESTRIDGE: Thank you very much.

MR. WILLIAMSON: Members, you've heard the staff's explanation and recommendation, you've heard witness testimony.

MS. ANDRADE: So moved.

MR. HOUGHTON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you.

MS. ANDRADE: Mr. Chairman, may I make a comment? Eric, it's the end of 2006. I just want to tell you how happy I've been to work with you, how fortunate we are to have you in the state of Texas. We've done some great things in 2006 and I'm looking for greater things in public transportation in 2007. So happy holidays.

MR. GLEASON: Well, thank you, I appreciate that. And I'll accept that on behalf of all my staff as well.

MR. BEHRENS: 6(d) concerns our Job Access Reverse Commute Program which is for border colonia projects. Eric.

MR. GLEASON: This minute order awards state funds for local match to public transportation providers for JARC, Job Access and Reverse Commute projects in colonias areas. Previous action by the commission awarded federal grants for transportation in the colonias areas. Some of the projects awarded included a pledge of local match funds from the Texas Workforce Commission.

Subsequent to the award, Texas Workforce Commission informed TxDOT that due to the nature of the project to be funded, it could not provide the funds as originally pledged. Coincidentally, Texas Workforce Commission did not spend all of the state funds provided to them by TxDOT during Fiscal Year '06 for workforce transportation services. These unused Fiscal Year '06 appropriated funds roll into Fiscal Year '07 through TxDOT's unexpended balance authority and are available.

The amounts listed in Exhibit A for awards serve as a replacement for the local match amounts originally pledged by Texas Workforce Commission.

We recommend your approval of this minute order.

MR. WILLIAMSON: Members, you've heard the staff's explanation and recommendation. Do you have questions or comments about this matter?

MS. ANDRADE: So moved.

MR. WILLIAMSON: I have a question. I'm sorry.

MS. ANDRADE: I'm sorry, Eric, I tried.

MR. WILLIAMSON: Eric, I'm just curious, do we have a process by which we think we're judging success or failure of this investment?

MR. GLEASON: Yes, sir. Each of the projects that were submitted, we'll be working with the local lead agencies in the development of factors that will allow us to measure their success or failure.

MR. WILLIAMSON: The reason I ask that is because I'm very interested in this program. I think it's very effective, and I think we may have the opportunity to argue for additional funding for this type of approach, but I think in the era of limited resources and in the era of toll roads, we will more and more have to show across the street and across the country a basis for people making those decisions, and there can be no better than the results of the investment.

So you've told me you've got something set up, and that's good enough for me because I share Hope's thoughts about you, I think you've been a wonderful addition to the department. Just kind of keep in the back of your mind we're going to try to argue for more money but we're going to probably need a basis for doing that.

I'm sorry, Hope. Did you have a motion?

MS. ANDRADE: I sure did. So moved.

MR. HOUGHTON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you, Eric.

MR. GLEASON: Thank you.

MR. BEHRENS: Agenda item number 7 is our rules for the month of December. Agenda item 7(a) is a rule for proposed adoption, and that's concerning the Landscape Partnership Program. Mark.

MR. MAREK: Good morning. For the record, my name is Mark Marek. I'm the director of the Design Division for TxDOT.

This minute order proposes adoption of a new rule concerning a Landscape Partnership Program to allow local governments and private entities to donate the development, establishment and maintenance of a landscape project on the state highway system. No existing program allows for 100 percent of a project to be performed by a local government or a private entity, nor does a current program exist to allow the department to accept a donation or a percentage of a private entity's revenue from such a landscape project.

The program has a potential to improve the aesthetics on the highway system by allowing other entities to participate in landscaping projects on state-owned right of way.

As an incentive to participate in the program, the rule would allow a sign to be erected at the project site announcing the entity's participation in the program.

The rule provides for an application to be submitted to the local TxDOT district engineer for review and approval prior to any work being initiated. The application would include donor information and a project concept plan sufficient for review.

In reviewing the application, TxDOT will consider future construction or maintenance work on the roadway proposed in the application, maintenance requirements of the proposed landscaping, and the safety of the traveling public.

The agreement shall be for a period of not less than two years and provides for a procedure to modify or terminate the agreement if necessary.

Staff recommends approval of this proposed action.

MR. WILLIAMSON: You've heard the staff's explanation and recommendation, members. What's your pleasure?

MR. JOHNSON: I have a question or two. Mark, why has it taken us this long to give ourselves the flexibility to accept 100 percent participation in a landscaping or aesthetic enhancement project?

MR. MAREK: This is the first time, to my knowledge, Commissioner, that we've been approached by a private entity to undertake such an effort. Usually these efforts come from local governmental entities that are looking for a partnership in the participation.

MR. JOHNSON: And the second question that I would have is how long do these signs remain there?

MR. MAREK: It would be for a period of not less than two years and they have to maintain that while the project is ongoing. If it were to be extended, then the location of the sign and approval of that would also be extended.

MR. JOHNSON: Thank you.

MR. WILLIAMSON: Members?

MR. JOHNSON: So moved.

MR. HOUGHTON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you.

MR. MAREK: Thank you.

MR. BEHRENS: We have rules for final adoption. Under agenda item 7(b)(1) we have a rule concerning environmental policy which has rule changes that help us comply with state laws and new federal laws. Dianna.

MS. NOBLE: Good morning, commissioners, Mr. Behrens, Roger. For the record, my name is Dianna Noble, director of Environmental Affairs for TxDOT.

Agenda item 7(b) is a minute order for the final adoption of Chapter 2, Subchapter A, regarding environmental review and public involvement for transportation projects. A public hearing was held on November 9, 2006. No comments were received on the proposed rules.

Staff recommends adoption of the rule and approval of this minute order.

MR. WILLIAMSON: Members, you've heard staff's explanation and recommendation. What questions or comments do you have for Dianna?

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. That may be the most significant rule change this department has ever made without having any conversation.

MS. NOBLE: That's right.

MR. WILLIAMSON: That's pretty amazing. Thank you.

MR. BEHRENS: Agenda item 7(b)(2), another rule for final adoption concerning motor vehicles and the distribution of those vehicles, and Brett Bray will present that.

MR. BRAY: Mr. Chairman, members, Mr. Behrens, Brett Bray, director, Motor Vehicle Division.

The staff proposes this new rule to conform with the requirements outlined in Occupations Code Chapter 53 and to provide guidelines for licensing decisions. As the title indicates, the rule involves the effect of criminal conduct as it relates to licenses administered by the Motor Vehicle Division.

A new 8.87 is before you with changes to the proposed text published in the September 8, 2006 issue of the Texas Register. Subsection (b) contains one of those changes. The new language clarifies that a license shall be revoked only upon the imprisonment of a sole proprietor. Automatic revocation under Subsection (b) will not apply to licenses held by other types of business entities if an individual associated with the entity's business structure is imprisoned.

New language in Subsection (c) states that any

felony is serious and a conviction is of prime importance in determining fitness, as are the list of industry-related crimes. The department has concluded that a licensee or applicant should not be licensed until three years have passed and the completion of sentence, parole or community supervision.

Subsection (d) sets out that conviction of any offense involving distribution, sale, financing, leasing, odometer fraud, tax evasion, title fraud, or VIN plate tampering is also serious. Issuing a license to such a licensee or application would continue to provide the opportunity to engage in further criminal activity of the same nature. The department will consider licensees or applicants convicted of these types of offenses on a case-by-case basis, no matter the amount of time that has passed.

(f) and (g) provide the notification and hearing processes, respectively. As is now the case, anyone in jeopardy of being denied a license has the right to protest the denial and is afforded due process.

(h) establishes that failure to notify the department of a conviction is cause to revoke, and (k) provides that disclosure prior to January 1 of 2008 are not subject to the provisions of (c) and (d). If you approve of this rule, this allows time for existing

licensees to disclose previous convictions in the course of the annual renewal cycle.

The department conducted a public hearing on October 3, 2006 and timely written comments were received from the Texas Automobile Dealers Association and the Alliance of Automobile Manufacturers. For most of those issues with which we agree, I have listed the changes made. The most significant issue where we disagree involves the breadth of the rule, and actually I think it's the interpretation of the statute, and I can address that in more detail, if it is your pleasure. Otherwise, I'll conclude by recommending approval of the minute order before you.

MR. WILLIAMSON: Members, we have four witnesses on this matter. You've heard Brett's explanation and recommendation. Shall we hear witnesses first? We have three on and one against.

MR. BRAY: Mr. Chairman, I ran into Mr. Ferguson in the hall and he said he had to leave and just wanted to tell you he was just on it, he wasn't for or against it.

MR. WILLIAMSON: So we have two on and one against, and I think we'll listen to the ons and we'll hear the against last since that might elicit the most conversation. William Daniel. Mr. Daniel is an attorney with GE Fleet Services.

MR. DANIEL: Thank you. I'm hardly going to be the gold-throated orator this morning. I apologize in advance, I'm fighting a cold. I'm an attorney with McGinnis, Lockridge & Kilgore and we represent GE Fleet Services.

GE Fleet Services has a motor vehicle lessors license from the State of Texas. It operates throughout the United States, has over one million vehicles under lease.

GE Fleet supports the intent of this rule. The concern we have with the rule, as published, is in the definition that says that an applicant or licensee includes any officer or director or general manager of a corporation. Now, listening to Mr. Bray, it may be that this new wording has addressed that.

But our concern is that we have officers and directors and general managers who have nothing to do with the state of Texas. We could have an officer, for example, in the state of Minnesota, and under the rule as it was published, we would have to go ask this officer, even though he has nothing to do with the state of Texas -- and we have over 20 officers plus many more managers -- have you ever had any offense other than a Class C traffic misdemeanor, and find all this information on people that have nothing to do with the operation that this agency licenses. And if they failed to tell us and we failed to report it, then our license would be subject to revocation.

And this is one I ran into not for GE Fleet but another client about a year ago with a sister agency. A young man who had been in a fight at a fraternity house, he moved on, he'd gotten married, had a daughter, had a job, he failed to disclose that in an application and his license was rejected, and he came to me afterward.

If that same young man lived in Minnesota or Pennsylvania or Connecticut, was one of our officers, had nothing to do with Texas, but failed to tell us about being arrested and convicted for this fight at a fraternity house, our license would be subject to revocation under the rule as published.

The second concern, still relating to the breadth of that definition of any officer, director or general manager, anywhere -- there's no limitation on it in the proposal -- is that if we had such a person who had committed such an offense that is designated in the rule, but has nothing to do with the state of Texas, the wording of the proposal says a new, renewal or amendment application filed by such licensee or applicant shall be denied. The agency would not even have discretion, it's mandatory, shall be denied.

Just as an example of how this could happen. We do background checks on our employees. And I might add I have with me this morning Mr. Paul Seiler, an attorney with GE is with me this morning.

We do background checks on our employees, but let's suppose someone who's had a completely clean record, has nothing to do with the state of Texas, lives in Minnesota, works there, has no responsibility for our license to operate in Texas.

MR. WILLIAMSON: You're concerned about Minnesota. They got a bunch of felons up there?

(General laughter.)

MR. DANIEL: This fellow is clean except New Year's Eve he and his family go to a New Year's Eve party, on the way home he's in a collision, someone is seriously injured, and he's found guilty of DWI. Under this proposal, that would be a disqualifying offense.

Now let me say that individual, if that happened, should face the justice system in his own state and whatever happens to him, but the fact that this happens to him certainly does not reflect on our qualification to offer services in the state of Texas in which he is not even involved.

So the consequences to our company could be severe, obviously, but more than that, now all the dealers who rely upon GE Fleet to provide finance leasing to their customers, don't get that, and our lease customers don't get the lease services.

And if it's bad for GE Fleet, consider if this were a manufacturer because manufacturers are also licensed, and you had a manufacturer that had say someone in Poland who works only in their Eastern European operations and is in that same wreck. Now this manufacturer has to withdraw from the state of Texas, leaving our dealers and the customers without warranty service and without vehicles.

So our concern goes to that, and we suggested in GE Fleet's letter to you -- which if you don't have it, I'll be glad to provide a copy -- an alternate approach that would focus on the people who are hands-on with the Texas operation. That way you get what you want. If GE Fleet commits the offense, then you certainly, under your rules, should address us. If one of our hands-on managers here in Texas that really is working with providing the vehicles in Texas with the license to operation commits an offense, certainly we should report it, and if it's too serious, then you could disqualify us.

But our point is let's not drag in people who don't have hands-on responsibility for this.

MR. WILLIAMSON: Okay, members, you've heard the testimony. Do you have questions or comments of the witness, or do you want to ask Brett to respond to the witness's concerns?

MR. JOHNSON: My only question is were your concerns addressed during the comment period preceding this before final adoption, preliminary approval?

MR. DANIEL: Yes, Commissioner. TADA filed a letter that addressed this concern, as well as others. My client did not submit its own comment at that time, hoping it would be addressed.

And let me say GE Fleet does not take lightly at all getting involved in this because we certainly support the state's efforts to keep a clean market, but at this point it has a sufficient seriousness that we felt we needed to address it.

MR. WILLIAMSON: Brett, can you offer us any illumination? Can you inform us about this?

MR. BRAY: I think I would start by telling you that before you consider this rule, as the law stands today and as practice is today and has been for decades, the officers and directors of his corporation, as well as any other licensee in Texas, are being asked those questions. If there's an individual in Minnesota that was convicted of a felony, we ask and ascertain that information today, and when we find out that it's a fellow who 20 years ago had an altercation involving his fraternity, we just spent time with an investigation that we hope we wouldn't have to spend if you'd pass the rule, and that investigation is closed the license is processed and the matter is dismissed. It's never even taken up so it can't be dismissed, it just goes around the normal process.

So really the comments talk about there's a drastic change and I really don't see it as a drastic change. Today we have to analyze everybody. If the rule passes, then if somebody were convicted -- I'll give you a worst case scenario. We could do scenarios all day long because I've been having these conversations for three months, but worst case scenario, if somebody is convicted of murder 20 years ago, our licensing clerk would say, Well, that's 20 years, that's not three years, it's passed, they can get a license. It's as simple as that.

So what you're really doing, if you pass this rule, is providing a little more guidance and a little more clarity.

MR. HOUGHTON: It's disclosure is what you're saying.

MR. BRAY: Yes, sir. For first-line people. And in any case, nothing changes under the rule as it is today either if for some reason somebody got a little crazy and said that individual that had that fraternity foul-up all those years ago shouldn't get a license, they're entitled to a hearing and due process, and it goes up the chain to somebody reasonable, I guess.

MR. HOUGHTON: You put a statute of limitations of three years.

MR. BRAY: Yes, sir. And previously you asked me this question, back in, I believe, August, about where the number came from and I was at least inarticulate and told you it was just a number. That's not really true. What I meant by that was I didn't want it to be represented to you as a commission that you were locked into that number because as the policy-making body here, that's your job to decide.

MR. HOUGHTON: Where did the three years come from?

MR. BRAY: Well, it's mine and it's consistent with a lot of things. It's consistent with other department rules because the Motor Carrier Division and VTR use a three-year criteria for some of their licenses. Interestingly, I learned later -- I don't know if I'm just that smart or lucky -- but I learned later that the Legislative Budget Board said about two years ago that three years is the point at which you see recidivism fall off, and those are the experts saying that.

MR. JOHNSON: The issue here is we have a multi-national corporation and it occurs to me that we're saying our regulation is they have to gather and supply information on their agents and officers throughout their organization, whether domiciled in Texas or not. Is that accurate?

MR. BRAY: Yes. I have some actual photos of the kinds of licensees we're talking about, and I don't know if you want to go through all that.

MR. JOHNSON: Well, as a matter of good housekeeping, it's probably appropriate that a corporation do that, but as far as a regulatory effect, I have a little difficulty with our saying what you do in Texas which we are concerned with, we're spreading our tentacles to wherever you do business, and I think that's a little bit of an overreach regulatory-wise. That's just personal opinion. Somebody who's in business that I think is burdened with regulations -- which is my personal experience -- so I think we're creatures of our own experience.

MR. BRAY: I understand and have had many board members who have had similar sentiments about being over-regulated, and I'm sympathetic to that. I would say that I guess the other side of that coin is General Motors, Daimler Chrysler, and Joe's Car Lot, LLC all decided to do business in the state of Texas and to obtain the license to do so, and the criteria pretty much needs to be the same for all of them.

MR. WILLIAMSON: I think what John is saying what happens in Minnesota stays in Minnesota.

(General laughter.)

MR. BRAY: I would point out that in Fiscal 2005 and Fiscal 2006 we conducted approximately 50 investigations because people answered the question that they had a felony or other criminal behavior, 50 in '05 and about 70 in '06. Not a single solitary one that I'm able to find involves manufacturers, distributors or converters, it's all about dealers. Only two of those in any given year were franchise dealers, and I don't believe any of those were that kind of dealership, I think they were motorcycle dealerships, if I recall correctly.

MR. HOUGHTON: What's this picture up here for?

MR. BRAY: Ms. Phillips wants to speak with you some, and this is the kind of licensee that she represents, but these people are also licensees and you notice they're a corporation and they can get a license, it doesn't take a lot to get a license in this state. And back there past that dirt road, they have a license, and they have a license, and ten plates by the way, ten dealer plates to operate on the turnpikes. And he has a license. Most of these are not just sole proprietors, most of these have some sort of odd business -- I won't say odd but complex business structure.

They used to have a license but the phone cord was never attached to anything. We were able to actually revoke that license.

The inside of this place was difficult for our investigators. We were there on another matter involving some records issues, but they have a license. They couldn't find it at the time.

He has a license, they have a license. There's a license in that apartment building.

MR. WILLIAMSON: Brett, you're too cute by half, showing us these pictures.

(General laughter.)

MR. BRAY: And I can stop there. The point is pictures speak a thousand words.

MR. WILLIAMSON: Any questions of Brett?

MR. JOHNSON: The comments that you received, were they along a variety of subject matter and topics, or were they more than one just with this particular situation?

MR. BRAY: I would say the top two comments are breadth of the rule, and what they mean by that is that it includes -- they reformat the statute when they wrote their comments because the statute reads like this -- that's how the statute reads. And what they did in their comments was not to rewrite it but reformat it, and they've made officer and director and partner and trustee another person, they itemized them with numbers, and then they dropped down and said that acting in a representative capacity means any of those people.

For as long as I've been around, the statute has been interpreted by the agency to mean that acting in a representative capacity only modifies that last phrase other person, and that all officers, directors, partners and trustees actions can be taken into account, and that's how the rule is intended.

There is a couple of others, but the other concern that they have had to do with Class C misdemeanors and we changed it to be minor traffic offense. Twenty-two out of 25 state agencies use similar language, minor traffic offense, when they ask the questions.

MR. JOHNSON: Could I ask Mr. Daniel a question? Could not your client in this situation create a wholly owned subsidiary authorized just to do business in the state of Texas and comply with this regulation through that wholly owned subsidiary, and it would simplify the issue that you have brought forward?

MR. DANIEL: It perhaps could, but of course, then you've got tax and all other kinds of considerations, and certainly we wouldn't want to do that for all 50 states.

MR. JOHNSON: Well, there's no income tax in this state, there is a franchise tax that some consider an income tax, so I'm partially in sync with you.

MR. DANIEL: I'm really referring to federal income tax consequences. The pictures, if those dealerships were in Texas or if GE Fleet had one of those in Texas, one of those outhouses, certainly the people responsible for Texas, we think you should regulate, but if that one were in Minnesota and only servicing Minnesota, or were not otherwise hands-on with the Texas operation, we just don't think Texas really should get into it or you certainly wouldn't want to disqualify GE Fleet for what happened to an officer who has nothing to do with the state of Texas, who is not someone that is operating our operations here.

MR. WILLIAMSON: Would you like to hear from Karen Phillips, who is also on the bill? Thank you, Mr. Daniel.

MR. DANIEL: Thank you.

MS. PHILLIPS: Thank you very much. My name is Karen Phillips and I appreciate your attention and interest on this. It is an important issue for the members of my organization which are the Texas Automobile Dealers Association which is a non-profit organization composed of the franchised new motor vehicle dealers in Texas.

Texas dealers never envisioned, I don't believe, that if a person had been convicted of odometer fraud or if they'd been convicted of VIN plate tampering that they could ever become a used or a new car dealer or that they could become a converter or a manufacturer or distributor of motor vehicles in the state of Texas. Since 1971, the statute has been in place, and I would daresay that that opinion has never changed nor will it ever change.

The statutes that are relied upon in today's proposal all use the verbiage "may." Occupations Code Chapter 53 states a licensing authority may suspend or revoke or disqualify, et cetera. Occupations Code 2301.651 states that the board may deny an application or revoke a license, et cetera. The statute states that the agency may do these things, however, today's proposal in 43 TAC, Section 8.878 says that a new renewal or amendment application filed by such a licensee or applicant shall be denied. Once again, this is an issue that Mr. Daniel raised, and I think that, once again, the proposal goes farther than the underlying statutes allow for. The legislature stated "may" in the statutes but today's proposal states "shall."

With respect to waiting three years after completing a sentence, parole or community service to reapply, that might make it easier for the licensing authority to have a bright line, however, I would suggest to you I still don't want someone who's been convicted of odometer tampering or VIN plate tampering to be a licensed dealer in this state. I would also suggest to you that three years may not be fair to somebody who has also served their time for vehicular manslaughter or who's been convicted twice of DWI. They may have had those convictions and they have nothing to do with the business at hand which is selling automobiles. So I don't think that that bright line of three years on either side of it bodes well or is helpful for the State of Texas.

The breadth of the offenses and the people who are impacted are also too broad. For example, if an officer or director, partner, general manager is convicted of DWI twice, then we have to go back up to the "shall" language. If we have a vehicular manslaughter, we have to go up to the "shall" language. If we have a conviction of a general manager for one of our licensees who is a member of TADA, who is a public company who has a general manager in another state, we have to go up to the "shall" language.

Finally, and most importantly for us, I would also suggest to you that if a manufacturer or distributor has an officer or director who has a conviction, then this language we go up to the "shall" language, you're looking at taking away a manufacturer's or distributor's license. If you take away a manufacturer's or distributor's license, then dealers in this state may not be able to continue to do business because our franchise is reliant upon that particular manufacturer or distributor being able to maintain their license in this state.

We have had dealers who have had buy-sells, we have had dealers who have had auto shows not being able to participate, we've had dealers who have had new points being held up because a manufacturer's license wasn't renewed in a timely manner. Our members have millions of dollars on the line and to hold up a license of a dealer, to hold up a new point, hold up a buy-sell, to not being able to participate in an auto show, this is going much too far.

And we would request that you re-look at this. We're a stakeholder, we think maybe these are unintended consequences but they are still consequences nonetheless, and we would request that this be amended. I haven't seen what this new language is, we haven't been asked about this new language, it's not something that we've seen. I daresay that no one else who's commenting on today's proposal has seen it or even heard about it.

I'm more than happy to take any questions you have.

MR. HOUGHTON: I want to make sure I'm clear, Karen, on what you said. You said that if somebody convicted of a DWI should not have that three-year rule run on them, but somebody convicted of odometer tampering or something to do with the direct sale of an automobile, that rule would apply.

MS. PHILLIPS: What this says is that if you've been convicted of a felony --

MR. HOUGHTON: I know what it says, but what are you saying?

MS. PHILLIPS: What I'm saying is that the three-year rule shouldn't be applicable in any event because it's harmful in some instances and it shouldn't be applicable ever because if I've been convicted of odometer fraud, then technically after three years I can come back and reapply, and I might be able to get a license now in this state. But if I've been convicted of a DWI twice, I'm still waiting the three years but that doesn't necessarily mean that I shouldn't be allowed to be able to be licensed, and so I shouldn't have to wait three years, one year might only be appropriate or six months, or after I've served my time I should maybe be able to go and apply for my license.

So what I'm saying is the three years shouldn't be helpful in either event. There are instances where someone, after having served their time, should still be able to come in and apply for a license and shouldn't have to wait the three years. Someone who has been convicted of odometer fraud, three years may not be adequate ever.

MR. WILLIAMSON: Thank you.

MR. JOHNSON: Between when this section was previously passed and brought up for final adoption, did you issue comments and concerns?

MS. PHILLIPS: Yes, sir. I came to the public hearing and I was the only one who showed up and said that this was a rule that was of interest to members of TADA and that I would be filing comments, and then the comments that I filed I believe were October 6, and I assume Mr. Bray gave you all copies of it -- I'm sorry, it was October 5, prior to the close of when final comments were due.

MR. JOHNSON: I doubt that it will give you a whole lot of hope, but I concur with you, the use of the word "shall" is very resolute and I share a lot of your concerns with that, especially if there isn't an avenue for full review of the circumstance and a hearing, if necessary, where a decision is made. I don't know exactly what the process is but there needs to be a process rather than just the "shall" circumstance take place.

MS. PHILLIPS: And with respect to the photos we saw earlier, I have members who don't have those great big monolithic dealerships, but I don't have anybody with what I would say is a little Quonset hut, but I think that today's rule has nothing to do with a little Quonset hut, that has to do with facility issues, not licensing and taking away someone's license.

MR. JOHNSON: But I do think that there's a wide variety of people who this does apply to, and I think some of those examples might be on the extreme, but there is a huge spectrum.

MS. PHILLIPS: And I would hope that one of these days the commission would address that and we would have better facility requirements. Thank you.

MR. WILLIAMSON: Brett, do you want to respond to the witness's testimony, or inform us about the matters that she brought up?

MR. BRAY: Yes. Let me walk you through the process because it's getting kind of confusing. The word "shall" in Subsection 8 means that when a licensing clerk receives an application, if an individual shows that they have been convicted of a felony and three years has not passed since they have gotten out of prison, that licensing clerk will not process that application.

What happens is what we call a 20-day letter goes out. A letter goes out to the applicant that says for this reason -- and by the way, that's set out in the rule as well, that you have to give the reason -- for this reason we are not going to process your application for a dealer's license. If you would like to protest and explain, even though it hasn't been three years and you are a convicted felon and you should be afforded a license, please let us know within 20 days and we'll set a hearing, and that whole process goes on if that were to happen. There is an avenue for due process.

As to this notion that odometer fraud is serious and should always be considered, well, that's the next section in the rule that says -- let me back up -- the statute says that an agency may deny or revoke a license for felony convictions, and that's what we're asking the commission to do is to say you may do that and we're asking you to say that you are doing that, or at least there is the presumption that it's to be done for three years after incarceration. And again, it's just a presumption.

The other part about odometer fraud or those kinds of transactions, the word "may" is in there because now the licensing clerk is going to look at an application and it's going to say I committed odometer fraud in New Hampshire in 1975, and the licensing clerk is going to go it's one of those things that automatically goes to investigation, no matter that it's 30 years old, and it will probably be opposed. And that person will get a 20-day letter, once the investigation has occurred, that says we're not going to give you a license but if you'd like to protest that and have a hearing, let us know within 20 days.

MR. WILLIAMSON: We have one last witness and that would be Joseph Herbert. Mr. Herbert is from Gulf States Toyota.

MR. HERBERT: Good morning. In light of the previous testimony, I think I'm testifying on instead of against this proposed rule, but my concerns are narrow. One, which person is the statute applicable to. We would like for the statute to be applicable to people who are actually representing the license-holder in the business of automobiles. Our primary concern is like if an outside director happens to be convicted of a felony while he's a director, does that affect the licensee's license even after that director is discharged.

My other concern would be the jurisdiction, that it be limited to the United States because we're not sure what the rules are and the due process for convictions in other countries.

MR. WILLIAMSON: Questions of this witness?

MR. JOHNSON: It's an interesting observation: justice isn't always equal.

MR. WILLIAMSON: Well, Joseph, we thank you for being here.

MR. HERBERT: Thank you.

MR. WILLIAMSON: Where is Gulf States Toyota, is that in Houston?

MR. HERBERT: We're based in Houston and we distribute Toyotas in five states: Texas, Louisiana, Arkansas, Mississippi, and Oklahoma.

MR. WILLIAMSON: Okay, Brett, let's ask a few questions. Are these rules being posted pursuant to statutory change in the last session?

MR. BRAY: Yes. Excuse me, I better try the question again.

MR. WILLIAMSON: Are these rules being changed, updated, added, amended, or whatever the proper verb is, pursuant to actions taken by the legislature in the last session? Or maybe a simpler way of asking the question is why are we passing these rules.

MR. BRAY: Well, two reasons. One, Chapter 53 of the Occupations Code authorizes agencies and implies agencies should do it, and in fact, under the existing statute, it says that any licensee that goes to prison loses their license. What this rule does is defines that it has to be a real person, a sole proprietor.

MR. HOUGHTON: You can be convicted but not go to prison.

MR. BRAY: That's right. And I'm using prison to shorthand this for you for your agenda, but there's community supervision, it talks about all those things.

MR. HOUGHTON: You can be a convicted felon and not go to prison.

MR. BRAY: That's right, and if that's the case, you wouldn't lose the license.

MR. HOUGHTON: I don't understand the difference. If you're a felon and you get probation, that's up to certain sentencing guidelines or the discretion of a judge or a jury.

MR. BRAY: What that says is that if you did not get any kind of incarceration or supervision or whatever, you would not automatically lose your license under Chapter 53 of the Occupations Code. The other provisions of the rule still apply, you're still a convicted felon and for three years from the conviction we'd be looking at it, or even more importantly, if it's one of those laundry list of things that are industry-related, we'd always be looking at that. You wouldn't skate because you didn't serve any time.

And by the way, Gulf States is not a dealership, they are a distributor, they distribute to dealerships.

MR. JOHNSON: I think they own some dealerships.

MR. BRAY: They have common ownership with a Lexus, yes.

MR. WILLIAMSON: So the question is we're passing rules because the statutes require us to.

MR. BRAY: That, and the other reason is it will give the staff some guidance and some finality as to how to handle these things as opposed to every single possible one of them going to an investigation.

MR. WILLIAMSON: In between the time you posted and the time you've come before us for final adoption, how many people have told you they want to make changes?

MR. BRAY: They want to make changes? That's hard to say, told me personally.

MR. WILLIAMSON: The agency, the staff.

MR. BRAY: Quite a number. A lot of this is driven by dealers in Houston, the used car dealers in Houston. A lot of them have dealt with Ms. Kent, my director of enforcement. As a matter of fact, one of them called her yesterday and said, Do we need to be there? And she said, Well, it's awfully short notice and probably not.

It's along the same lines as Ms. Phillips was saying about the premises. A lot of dealers think that you should clean up the industry in terms of credentials as well. So yes, there have been comments positive to this rule.

MR. WILLIAMSON: Okay, thank you.

MR. JOHNSON: Back to the chairman's question along legislative requirement, legislative intent, whatever statute that we are complying with, was that passed at the 79th Legislature and we're compelled to act before the 80th Legislature is seated?

MR. BRAY: No, sir. Chapter 53 was passed, I believe, in the '80s.

MR. WILLIAMSON: Well, let me ask the question a different way, Brett. I'm not trying to trap you, I'm just trying to understand. And you should know I'm inclined to keep moving forward with this because I think I understand what you're trying to do, but is it possible that you haven't moved forward with tightening these rules and asking for commission guidance for your department because of the previous oversight regime you were under?

MR. BRAY: Honestly, no. I don't know how to answer you other than to say this is something that we have been administering it one way and it's long overdue. I believe you used the phrase at the ribbon-cutting the other day, "not satisfied" and we're not satisfied with the status quo and Chapter 53 authorizes us to do something. And in fact, it is fairly recent that we became aware that Chapter 53 flat dictates that somebody that gets convicted of a felony and goes to prison loses their license. We weren't aware of that till all that long ago, even though it's been around for a while.

MR. WILLIAMSON: So we could adopt the rule and you could implement, and if the legislature is uncomfortable with the rule and uncomfortable with the restrictions that some in the industry say are onerous, the legislature can pass an administrative law change directing us to do otherwise.

MR. BRAY: Yes, sir. And let me just say that today it's more onerous in a way because people who have convictions for anything, no matter how long ago and whether they're in Minnesota or not, we're having to look at that and use state resources to conduct investigations to figure out are they fit or not fit to be in this industry, and this would actually eliminate some of that and restrict it to felonies.

MR. JOHNSON: Well, I mean, I think all three of the witnesses that I've heard from have brought up very pertinent issues of what we're discussing in terms of final adoption right here that I would like to see us go back and try to examine the issues that they brought up. The most recent one, the jurisdiction of courts abroad is probably not exactly consistent with what happens in U.S. courtrooms, or the rule of law is different in probably every country. It's even different between Texas and Louisiana. So that's just one of the issues.

And as I mentioned, the word "shall" I think is very resolute and I'd want to make sure the process is sufficient, so I have enough concern with making these the final rules that I think they ought to be deferred. Now, if we're compelled by the legislative statute that they need to be done before the next legislature is seated, then that's a different issue.

MR. WILLIAMSON: Mr. Jackson, can you inform us on our responsibilities, sir?

MR. JACKSON: Under the Administrative Procedures Act, I think you need a rule if you are going to implement the statute, if you are going to take away someone's license, or we haven't had a rule for a long time, and if you wish, a deferral is fine.

MR. WILLIAMSON: And if we defer until next month, are we going to be required to go through the hearing process again?

MR. JACKSON: You can defer it for one month and adopt it next month.

MR. JOHNSON: I don't think that going through the hearing process is necessarily a bad thing. It might add some expense, but you know, there are three witnesses that have appeared here and have brought up substantive points, and if there are more out there that want to speak on either side of this issue and offer suggestions, I think that's healthy.

MR. WILLIAMSON: Well, then we could defer for one month and if we continue to think it's healthy in January, then we can just say scrap it and go back and have more public hearings.

MR. JOHNSON: I think that's a good place to land.

MR. WILLIAMSON: I think we will defer this for one month, Brett, and have as many conversations with industry leaders, both sides of the issue, as possible, and share with commission and staff the results of your conversations. Thank you very much. Mr. Behrens.

MR. BEHRENS: All right. We'll continue with our rules for final adoption, the next being 7(b)(3). This is under Contract Management and it concerns some of our Disadvantaged Business Enterprise rules. Elizabeth.

MS. BOSWELL: Good morning. For the record, my name is Elizabeth Boswell and I currently serve as the manager for the Construction Contract Compliance Section within the Business Opportunities Program Office.

The minute order before you provides for the final adoption of amendments concerning the DBE Program to conform to the federal rules for the administration of the DBE Program.

The FHWA performed a compliance review on the department's DBE Program last fall and raised several issues and provided recommendations to address the issues. The rule revisions are intended to comply with the recommendations and specific federal rules.

The commission, by Minute Order 110693, dated December 28, 2006, proposed the amendment. The rules were posted in the Texas Register on October 13, 2006 and no comments were received.

Staff recommends approval of the final adoption for the proposed rules.

MR. JOHNSON: Do you have any questions, Mr. Houghton?

MR. HOUGHTON: None. Can we vote?

MR. JOHNSON: I don't know. Mr. Jackson, in the absence of three of us being here, we cannot conduct any business?

MR. JACKSON: Correct.

MR. JOHNSON: Elizabeth, it's nice to see you.

MS. BOSWELL: Nice to see you too.

MR. HOUGHTON: Happy holidays. Do we tap dance for a while now?

MR. JOHNSON: I think in the interest of moving things along, is there somebody that wants to speak on this?

MR. BEHRENS: No.

MR. JOHNSON: Then we might move to the next agenda item and then ask Elizabeth to return when we have sufficient members here to conduct business.

MR. BEHRENS: We can do that. We'll go ahead and lay out agenda item 7(b)(4), another rule for final adoption concerning Motor Carrier rules. Carol.

MS. DAVIS: Good morning. Every presentation I bring up here says for me to say good morning. This is the first time I've actually been able to say that because it's before noon.

(General laughter.)

MR. HOUGHTON: Is that correct?

MS. DAVIS: That's correct, yes.

For the record, I'm Carol Davis, director of TxDOT's Motor Carrier Division.

MR. JOHNSON: Carol, would you, when the chair returns, point that out to him?

(General laughter.)

MS. DAVIS: Yes, sir, I'd be happy to.

MR. JOHNSON: Please.

MS. DAVIS: Okay, I can do that.

The agenda item before you is the final adoption of proposed amendments concerning insurance requirements for household goods carriers operating vehicles weighing 26,000 pounds or less. The amendments are necessary to implement provisions of House Bill 2702, passed during the 79th Session and effective September 1, 2005. House Bill 2702 resulted in Type B household goods carriers no longer being eligible for alternative motor carrier registration and insurance requirements.

MCD received 53 written comments during the public comment period and three during the public hearing. The majority of the comments pertained to compliance with Government Code 2006 concerning proper publication of rules, and the $300,000 minimum insurance liability requirements. We have thoroughly reviewed these comments and our responses are included in the preamble before you today.

We are recommending adoption of the rule as proposed, and I'll be happy to answer any questions that you have.

MR. JOHNSON: I believe we have two people who have asked to speak on this issue. Is it April Surratt? I'm not very good at reading names.

MS. SURRATT: Good morning as well.

MR. JOHNSON: April, thank you for being here. You're the president of the East End Transfer and Storage and that's in Houston, Texas.

MS. SURRATT: Yes, sir. I'm also the current chairman of the Southwest Movers Association. My company, East End Transfer, we have eleven trucks registered with TxDOT, we're a small business entity, as well as a minority-owned corporation, and I appreciate the opportunity to be here today.

Southwest Movers Association supports the rules that are before you and asks that you vote to approve them. The new rules will establish standards for insurance and registration with the State that will provide better protection for the consumer public.

If there are any questions regarding Southwest Movers Association and the position on the ruling, I'd be happy to answer any questions you might have.

MR. JOHNSON: Ted, do you have a question?

MR. HOUGHTON: The association, how large is this association?

MS. SURRATT: We have over 300 members within the state of Texas.

MR. HOUGHTON: Three hundred? Great. Thank you.

MS. SURRATT: Thank you.

MR. JOHNSON: I have one question. By the final adoption of these rules, you said that this is going to afford protections and better service, or something to that point, of people utilizing services. Can you elaborate a little bit on what benefits they can expect that otherwise they may not, what improvements they might expect, what protections?

MS. SURRATT: With the increase of liability going to $300,000 versus the 20-40-15, it will give a layer of protection to the consumers. There's also a whole bunch of subsets within the new rules, the filing the tariff, keeping the cab card in the truck, there's a lot of good provisions that go with it that will give an extra layer of protection to the consumer.

MR. JOHNSON: Thank you.

MR. WILLIAMSON: Have we already heard from Mr. Johnson?

MR. JOHNSON: No, we have not.

MR. WILLIAMSON: Oh, good.

MR. HOUGHTON: Don't stay gone too long, Johnny.

MR. JOHNSON: I will not.

(General laughter.)

MR. WILLIAMSON: Our old friend, Rod Johnson.

MR. ROD JOHNSON: Chairman Williamson, member of the committee, Mr. Behrens. My name is Rod Johnson. I own a local moving company called The Apartment Movers. We operate in Houston and in the Dallas area, using independent contractors predominantly.

The proposed rules before you are opposed in writing by the vast majority of Texas household goods movers. Of the 50 responses that were initially received, 38 of those opposed these rules. They also support a solution, and I think that's very important. It's a clear, simple solution, supported by the law, and it complies with both HB 2702 and the rest of the Texas laws.

One of the things I want to make clear is there's been this comment made and it was that these people all work for me, and that is not true. I went through each one of the respondents, none of the respondents work for me, none of them ever have worked for me, I have no business interest with any of them, they are my competitors.

And they range from the very small to the very large, the people that oppose this, they'll be names that are familiar to you like United Van Lines, Allied Van Lines, Mayflower Van Lines, and other companies that oppose the rules that are proposed before you today. These companies come from all over the state of Texas, from the very smallest to the very largest.

One thing common to all these that I mentioned, all that are opposed, they also support something, they support a solution, a solution contained in Chapter 2006. This is the part of Texas law that says whenever you pass new rules, you have to try to mitigate the impact on small businesses, if it's legal and if it's feasible.

They do that predominantly through alternative registration and reporting requirements. Alternative registration and reporting requirements have been and are today a part of the Texas Household Goods Movers regulations. It would be difficult to say that they aren't legal, that they aren't feasible, we've been doing it for 20 years.

Why do all these movers oppose these rules? There are many reasons. To be brief, the most important thing is that there is no popular support for these rules in the legislature or the people of Texas. The legislature specifically killed this when it was House Bill 341. It wasn't an accident. They took it off the local and consent calendar knowing that it would die. The people who voted against that were on the Transportation Committee -- not all of them but at least one of them.

It's not only not popular with the legislature, it's also anti-competitive. What it does is it makes it economically unfeasible or impractical to use independent contractors, and that's a big dividing line between the people it's easy for and the people it's impossible for. An example, in my company our independent contractors have insurance, I have insurance far beyond the requirements. We carry three-quarters of a million dollars on our vehicles, a million dollars on everything that we hire. So the coverage is there; at least in my case, there's not any gap in coverage for the public.

What happens is we now have to take out a new policy that doesn't exist. I still don't have one single proposal valid on my desk for insurance that complies with this law. And every day when we hire an independent contractor, we have to take and put him on a policy, issue him a cab card, he goes out, does his work, comes back at the end of the day, we've got to go through back to TxDOT's website, undo all this, take him off, again and again, back and forth. There's no one served by that except the people who have employees and who don't use independent contractors.

What is the impact of this, what's the cost? That's part of what you're supposed to analyze under Chapter 2006. TxDOT's own study showed that the smallest company, it would increase their cost by $8.09 per $100. That's 8 percent of your gross. I know you're all in different kind of businesses, but 8 percent of your gross increase is prohibitive, especially whenever the big businesses that you're supposed to be protecting them against have costs that range from 9 cents -- that's 100 times difference -- from 9 cents to as little as one-thousandth of a cent in the largest companies. That is not a level playing field.

I've heard this level playing field thing time and time again. It's only level if you're driving a steamroller and you're crushing the small movers, then it becomes level. But that's not what this law should be about, and definitely not these rules.

There isn't any popular support from the consumers. I've heard it said that there was and I asked for every single complaint, every single comment that had been sent in to the Texas DOT about household goods movers. I went through them personally, one by one. There is not one single complaint about auto liability in the past five years. I went through them myself.

The vast majority of movers in Texas oppose these rules because TxDOT has no legislative authority to set these insurance rates. I will read from their own study; this is the TxDOT study on Vehicle Liability. "TxDOT has no inherent authority, only statutory authority. There is no statutory authority authorizing TxDOT to require any carrier to carry or file insurance. Instead, Article 6673(c) in the Texas Transportation Code, laws created by the legislature, specifically outline when and to what extent insurance levels may be set by TxDOT."

The vast majority of Texas movers also oppose these rules because they're not properly published. A first version of these rules were published in November of 2005; a modified version of those were approved by you in April of 2006. Unfortunately, they contained errors, they also contained changes in insurance limits that weren't supposed to be there, and new definitions. In your July meeting, you withdrew all the rules you had passed, so this takes us back to the rule that were in effect before the November rules were published.

Now, in your new rules, the ones before you today, the ones that were republished July 26, any additions should be underlined. This is new definitions which there are, new insurance requirements which there are. Those are not underlined. This is a basic violation of the Administrative Procedures Act. It makes the rules, if you pass them, voidable.

The vast majority of Texas movers who responded in writing and opposed these rules also provided you a solution, and I'll read from just some of them, these are some of the 53, I believe, that were received. And this is just one of them; most of them are very similar. "We support the elimination of the Class B mover category and application of the former Class B alternative registration and reporting requirements to all small business household goods movers, as required by Texas Government Code 2006."

You have before you a law with an amendment tacked onto it at the last minute, not supported, one that the senators tried to kill, thought they had killed. You also have before you rules, rules that will do irrevocable damage to the small Texas businesses. You also have before you a solution, a solution brought to you in writing, supported by the vast majority of Texas movers. It's a simple solution: you give them alternative reporting and registration requirements, the same kind of thing that's in the household goods rules today. It's legal, it complies with HB 2702; it's legal, it complies with Chapter 2006.

I would ask you to do something today. I would like you to delay action on these rules. I understand that it's your intention, as stated before, to transfer the governance of the household goods movers to the Texas Department of Insurance. If you are going to do that, it would seem to make sense, at least to me, to delay these rules and let the agency that's going to be implementing this type of legislation put those rules forward. If you choose not to do that, I would ask that in your powers that you have to form an advisory committee to study this.

No one is going to die tomorrow over this; a lot of people will go out of business over this. Over 100 small business movers have already gone out of business in Texas under the threat of these rules. Whenever they hand me their cards and I talk to them, they now say carpet cleaning or they tell me they're looking for a job. That's what's happened, and the rules aren't even in effect yet.

The third thing I'd ask you to do, if you choose not to do the others, is to not take any action today and simply republish them, at least do that. Let all the public know what's really happening, let all the movers know what's really happening.

I've been coming before you for about a year now, and I've been fortunate to listen to what you do every day, and it is significant. I appreciate it, you have my 100 percent support. I've seen lots of tough things before you. I give you my 100 percent support. I'd like to see you move forward and know that you have 100 percent support of all the household goods movers in Texas, not that they're operating under rules that 75 percent of them are opposed to. We need better roads, we need better rules, we don't need these rules.

I appreciate your time, and I wish each one of you happy holidays and merry Christmas.

MR. WILLIAMSON: Do you have questions for Rod?

(No response.)

MR. WILLIAMSON: Okay. Let's go back to what item we had to skip because of my absence.

MR. BEHRENS: 7(b)(3), we need action on that.

MR. WILLIAMSON: Members, you heard on item 7(b)(3) the staff's explanation. And was there testimony?

MR. BEHRENS: No, sir.

MR. WILLIAMSON: You have the staff's explanation and recommendation. What's your pleasure?

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries.

Now we're to 7(b)(4). Do you have anything you want to put on the record, Ted or John?

MR. HOUGHTON: I want to thank Carol for her diligence in this matter over one year. It seems like a never-ending rule. And also the tenacity of Rod Johnson and his passion for his industry. But I will side with our staff, I trust our staff in its recommendation.

MR. WILLIAMSON: John, anything you need to say?

MR. JOHNSON: I'm just going to repeat something I said to Mr. Johnson at one of his previous appearances, and that is my sense is that this issue lies with the legislature. We're complying with a directive, a law, a directive of the legislature, to the best of our ability and I sympathize with the plight that he describes for a lot of people who are in this business, but I think we have to move on.

MR. WILLIAMSON: Rod, you've been a good advocate, and in some instances, a good adversary. I want to thank you for, I think, making my staff sharper and even more focused than they already are, and we take great pride in our staff.

MR. JOHNSON: In your absence, the presenter said good morning and said it was the first time she's appeared before this commission that she's been able to accurately say good morning as opposed to good afternoon. And I asked her to repeat that, she was effusive in her praise for you at moving this meeting along at such a rapid clip that she could appear before noon.

(General laughter.)

MR. WILLIAMSON: You helped us make our staff stronger. Now, here's the dilemma we face. On the one hand, all of us on the commission are independent business people and we are automatically sympathetic to your arguments, and we all hire what I would consider to be organized companies and independent contractors and subcontractors, we all employ, contract with and hire those types of people in our day-to-day business, and I think we all have a pretty good appreciation of the difference between them.

We tend, at the commission level, to not permit ourselves to enter the world of was it underlined right or wrong, if our staff said it was right. In the end, you have to rely on your staff for good advice. We tend to not enter into the world of this other somewhat broad statute tells you that you should not hurt small business people, and I'm telling you that it's hurting me, and therefore, you should do something else. We, again, rely upon our staff for direction.

I think more importantly, there are several House and Senate members who have expressed concern about this rule, but there are also several who have expressed concern that we haven't passed anything yet. And in the end, Mr. Johnson is right, the legislature has acted and they expect us to act, and I think I'm safe in saying that we have given it a lot of scrutiny and thought and deliberation, knowing in the back of our minds we were taking it as close to the next legislative sessions as we possibly could, while carrying out our duties to permit you and yours to organize and go where it needs to be which is straight to the legislature and ask for a redress of the grievance.

I think that's all I want to say and that's all I need to say. Do I have a motion?

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries.

MS. DAVIS: Thank you.

MR. WILLIAMSON: A most uncomfortable moment, Rod.

MR. BEHRENS: We'll move to agenda item 7(b)(5), rule for final adoption concerning our Logo Sign Program and our Tourist-Oriented Directional Sign Program. Carlos.

MR. LOPEZ: Thank you, Mike. Good afternoon, commissioners. My name is Carlos Lopez and I'm director of the Traffic Operations Division.

MR. WILLIAMSON: Do you still work for us?

MR. LOPEZ: As of this morning, yes -- actually this afternoon.

MR. WILLIAMSON: Where have you been?

MR. LOPEZ: I've been around, just under the radar.

MR. WILLIAMSON: It's been months.

MR. LOPEZ: It hasn't been that long.

MR. WILLIAMSON: We've missed you.

MR. LOPEZ: Thank you.

MR. WILLIAMSON: You're not here about enhancements, are you?

MR. LOPEZ: No, not at all.

The minute order before you provides for the final adoption of revisions within our existing Logo Sign Program rules. This amendment proposes revisions to Sections 25.401, Definitions, and 25.406 concerning Major Shopping Area Eligibility.

Our existing rule had two errors related to definitions. The definition for major shopping area and eligible highway did not totally conform to that contained in the statute. This proposed amendment is designed to ensure that these definitions, as contained in the rules, accurately correspond to state law.

The proposed rules were published in the October 13, 2006 edition of the Texas Register, and no comments were received. We recommend approval of this minute order.

MR. WILLIAMSON: Members, you've heard the staff's explanation and recommendation.

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries.

MR. HOUGHTON: This didn't have anything to do with LED signs, off-premise, on-premise?

MR. WILLIAMSON: The motion carried before Mr. Houghton asked that question.

MR. LOPEZ: It doesn't have anything to do with those signs.

MR. HOUGHTON: It doesn't?

MR. LOPEZ: Nothing at all.

MR. HOUGHTON: That thing over there at that stadium?

MR. LOPEZ: That's a very legal and very appropriate sign.

MR. WILLIAMSON: You know, Carlos, he wasn't complaining about the sign when it said 12 to 7.

MR. LOPEZ: I've heard those two numbers so many times in the last couple of weeks.

MR. HOUGHTON: Did they put that up on that sign: 12 to 7?

MR. LOPEZ: It was there for a while right after the game ended, and then it got taken off. It was a hard game to watch.

(General laughter.)

MR. LOPEZ: Thank you, commissioners.

MR. WILLIAMSON: Thank you, Carlos.

MR. BEHRENS: Agenda item 7(b)(6), our last rule for final adoption for today, concerning Oversize and Overweight Vehicles. Carol

MS. DAVIS: Good afternoon. Carol Davis, Motor Carrier Division director.

The minute order before you applies to the proposed adoption of amendments to Chapter 28, concerning Oversize and Overweight Vehicles and Loads. Specifically, the proposed amendments clarify policies concerning manufactured housing permits, update statutory citations, and streamline the process for permits issued by Chambers County to transport loads within the Cedar Crossing Industrial Park.

No comments were received on the proposed amendments, and we are recommending approval as proposed.

MR. JOHNSON: This is in Chambers County. Correct?

MS. DAVIS: Part of it is in Chambers County. Overall, it streamlines for manufacturing housing permits across the state, and then streamlines the process for permits issued in Chambers County by Chambers County.

MR. WILLIAMSON: Well, John may be thinking the same thing I am. In between the time I first saw this -- and I, admittedly, did not read it as carefully as I should have -- and today, I've realized that at least looking at the heading, I might be conflicted, so I need to ask you to what extent does this affect overweight permits for non-manufactured housing in North Texas?

MS. DAVIS: Not at all.

MR. WILLIAMSON: So I won't be conflicted by voting on this?

MS. DAVIS: No, sir, unless you're moving manufactured homes.

MR. WILLIAMSON: Is that what you were concerned about?

MR. JOHNSON: One of the issues, yes. How specific is the intention of this rule.

MR. HOUGHTON: Manufactured homes.

MR. WILLIAMSON: Members, you've heard the staff's explanation and recommendation.

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you.

MR. BEHRENS: Agenda item number 8 is Transportation Planning. 8(a) will deal with the Gulf Intracoastal Waterway, and 8(b) will deal with a bridge replacement project in Newton County. Jim.

MR. RANDALL: Item 8(a), Jim Randall, director of the Transportation Planning and Programming Division.

This minute order approves the Gulf Intracoastal Waterway report. Transportation Code Chapter 51 designates the State to act as a non-federal sponsor of the main channel of the Gulf Intracoastal Waterway from the Sabine River to Brownsville Ship Channel. Transportation Code Chapter 51.007 requires the commission to continually evaluate the impact of the waterway on the state and to publish a report of its evaluation for each regular session of the Texas Legislature.

The evaluation shall include an assessment of the importance of the GIWW that includes identification of its direct and indirect beneficiaries, identification of principal problems and possible solutions to those problems that include estimated cost, economic benefits, and environmental effects, an evaluation of the need for significant modifications to the Gulf Intracoastal Waterway, and specific recommendations for legislative action that the commission believes are in the best interest of the State in carrying out the State duties under this chapter.

The department has completed the evaluation and has developed the report for Fiscal Years 2005-2006. Upon approval of the 2005-2006 GIWW report, it will be submitted to the governor, lieutenant governor, and speaker of the House and members of the 80th Legislature.

Staff recommends your acceptance of the report, as shown in Exhibit A to this minute order.

MR. WILLIAMSON: Members, you've heard the staff's explanation and recommendation.

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you.

MR. RANDALL: Item 8(b), this minute order authorizes a bridge replacement project in Newton County in the Beaumont District on County Road 1114 over the Big Sandy Creek. The bridge was recently closed following a flood event and the county has expressed a need for its replacement as soon as possible. The structure is located on a route that is essential to local county residents and industries.

In order to provide Newton County citizens with a safe and efficient transportation system, it is necessary to advance the bridge replacement project to CONSTRUCT authority in Category 6, Structures Replacement and Rehabilitation Program, of the 2007 Statewide Preservation Program at an estimated cost of $300,000.

We recommend approval of this minute order.

MR. WILLIAMSON: Members, you've heard the staff's explanation and recommendation.

MR. JOHNSON: So moved.

MR. HOUGHTON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you.

MR. RANDALL: Thank you.

MR. BEHRENS: Agenda item number 9 concerns our Pass-Through Toll Program. 9(a) will be asking for authority to negotiate agreement with Lubbock County; 9(b) will ask to execute agreement with Washington County. Amadeo.

MR. SAENZ: Good afternoon, commissioners. I did have good morning, but I guess Carol was the last one to be able to say that.

MR. WILLIAMSON: She took up too much time, didn't she.

MR. SAENZ: She took up too much time.

MR. JOHNSON: She told me she would have been more effusive in her praise if she would have been able to say good morning twice.

(General laughter.)

MR. SAENZ: Item 9(a), the minute order before you authorizes the department to begin and negotiate a pass-through toll agreement with the City of Lubbock for improvements on Loop 289 and also on FM 2255. If those negotiations are then successful, we will come back to the commission with a final summary of terms of the agreement so that the commission may then take action and give us final approval.

The project on 289 is basically a project that would widen the existing loop from four lanes to six lanes and it will add additional grade separation at Slide Road. It will also expand the overpasses at several other locations. These will add additional capacity to the loop as well as under the loop at those interchanges that will provide for reduced congestion. This will also by, being able to reduce delays, we will have a good air quality improvement, and of course, reducing congestion we do have some safety benefits, and economic opportunity is still being evaluated.

This is the preliminary approval and staff would request approval of this minute order so that we can begin talking to the City of Lubbock.

MR. HOUGHTON: What's the size of the project?

MR. SAENZ: $110 million is the size of the project, as it was submitted.

MR. HOUGHTON: What's our part?

MR. SAENZ: The project, as was submitted by the city in their original proposal has them putting in about $3.5 million. That's still subject to negotiation once we determine the benefits to each of the parties, as well as whether the project is a local or regional or statewide significant project.

MR. HOUGHTON: So we haven't determined that yet.

MR. SAENZ: No, sir, not the final. It will be part of the negotiation.

MR. HOUGHTON: Okay.

MR. WILLIAMSON: Members, we have a witness. Mayor Miller. We thank you for your patience through the morning.

MAYOR MILLER: Thank you, Mr. Chairman and commissioners. Mayor Pro Tem Gilbreath sends his regrets to you particularly, Mr. Houghton.

MR. HOUGHTON: Oh, yes.

MAYOR MILLER: And Councilman Leonard did have a flight to catch. I do have Commissioner Patty Jones with us, as well as our city manager, our chief financial officer, city engineers, and other interested parties. And we're simply here to say thank you for the consideration for this particular pass-through negotiation that we'll soon begin with the executive staff.

Our vision statement for Lubbock is partnering to build the model community, and I think it's interesting that you have reached out and accepted our offer to partner in previous projects. The $25 million, for example, that we have put up in local funds to help with the construction of the Marsha Sharp Freeway is evidence that we're serious about our part of the partnership, and you've been very gracious in return in offering your assistance to our local community.

I do want to mention the importance of the regional aspect of this project. And I'm reminded, as I spoke yesterday to the Abernathy Chamber of Commerce -- all 20 members of them were there -- that Lubbock is the Hub City and it is very important that as we see more and more people come from a region, particularly a two-hour driving radius where almost 750,000 people reside, that Lubbock, as a medical, as well as an education center, is important to the entire region.

Our city is growing tremendously to the northwest where this passage will, in fact, exist, and with our new chancellor, Kent Hance, present, having a goal to grow the university from 28,000 to 40,000 students in the next few years, this particular portion of town will also grow tremendously because of its proximity to the university. That being said, not only will it serve the region, it will serve these students that come to Texas Tech from all over our state, and indeed, all over our nation.

I'd be happy to answer questions or get out of your hair, either one. Your pleasure.

MR. WILLIAMSON: You're too kind. Like I said, we appreciate the fact that you've been so patient with us. Our meetings are long.

MAYOR MILLER: I understand how those meetings go.

MR. HOUGHTON: You're being very kind about getting out of their hair.

MR. JOHNSON: Yes, I'd like for you to find it first.

MAYOR MILLER: Well, it's just a play on words. I've already been in trouble several times as mayor using humor from the dais, but it looks like it's okay here, Chair.

MR. WILLIAMSON: We try to have a good time here.

(General laughter.)

MR. HOUGHTON: Congratulations on your election too.

MAYOR MILLER: Thank you, sir, appreciate it.

MR. JOHNSON: Lubbock is doing a lot of -- in fact, most things right, and it's good to see.

MR. SAENZ: I will add, commissioners, that as part of the application there are several other projects that tie in or become part of the system of projects that are not on the state highway system that the City of Lubbock is entertaining that they will be doing to make this thing more of a system approach.

MR. HOUGHTON: Can you scope it when you come back as to the total projects that tie in?

MR. SAENZ: Yes, sir. Staff would recommend approval.

MR. WILLIAMSON: We would be derelict if we didn't ask you and communicate to them through you -- we think this is probably the first time some of these people have been with us -- would this have been possible without the financial options the legislature adopted over the last six years?

MR. SAENZ: No, sir.

MR. WILLIAMSON: And is it not the case that the financial options that empower Dallas to build toll roads, where they might not have otherwise built toll roads, Fort Worth as well and Denton, in effect, free up cash flow for communities such as Lubbock to take advantage of this program?

MR. SAENZ: That's correct, sir.

MR. WILLIAMSON: So we are one state, we are interconnected, the legislation seems to be focused in one area but actually empowers the entire state to address its own transportation goals.

MR. SAENZ: Yes, sir.

MR. WILLIAMSON: Do I have a motion?

MR. JOHNSON: So moved.

MR. HOUGHTON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you very much for being with us today, we appreciate it. And tell Senator Duncan, a true transportation senator, we all said hello. The guy is a warhorse.

MR. SAENZ: Continuing, item 9(b), commissioners, is also a pass-through toll agreement. The minute order before you provides for final approval for the department to execute a pass-through toll agreement with the City of Brenham for improvements on US 290 and the associated access roads from FM 577 to the Burlington Northern Santa Fe Railroad line. This also includes the construction of an overpass on US 290 at FM 577.

The commission granted preliminary approval to move forward with negotiations on October 26, 2006 by Minute Order 110723. We have met with the city and the county on this project. For this project, the City of Brenham and the county are providing financing to help us complement or supplement the money that was available for the project in the sum of $15 million, of which we will then repay them their $15 million at a rate of 12.5 cents per vehicle mile traveled with a minimum amount of at least $2.5 million per year and a maximum amount of $3.75 million per year.

When we look at the traffic that uses US 290 which will be used to determine the payback or the reimbursement amount, this project will pay out somewhere between 4-1/2 and 5 years.

MR. JOHNSON: Amadeo, what is that traffic count?

MR. SAENZ: That traffic is around 22,500 and it looks like the growth rate is somewhere between 1-1/2 to 2 percent.

MR. HOUGHTON: That's on 290?

MR. SAENZ: That's on 290. 290 is, of course, one of our major evacuation routes. This is an at-grade intersection at this time. By having a grade separation, it allows us to move traffic much faster through the mainlanes, as well as by putting this interchange and making the improvements to the railroad overpass interchange, the Santa Fe Railroad, it also will allow us to confront the frontage roads from two-way to one-way which will add substantial safety benefits to the project, as well as open up some additional land for economic development and opportunity.

MR. JOHNSON: When we talk about traffic counts, do we count mainlanes plus the frontage road lanes?

MR. SAENZ: As we look at this thing, in talking to the city -- and this is a unique project because although they are providing financing, we talked about using the mainlane traffic on 290 and those are the numbers that I used to estimate. The minimum and the maximum will also protect them in that the project will pay for in not less than four and not more than six. So we still have it covered within the area.

The capacity improvements are added on the mainlanes also, and so the frontage roads, even though we do have capacity improvements, there are two lanes and it will remain two lanes, so there's not much increase in traffic there.

Be happy to answer any questions.

MR. WILLIAMSON: We have two witnesses, members. We have Judge Morgan and Mayor Tate, and I think we'll be hearing from Judge Morgan first.

JUDGE MORGAN: Thank you. Hi. I am Dorothy Morgan, the county judge, and I wanted to say thank you. We have had many, many meetings, we have had many public meetings, and I think we've all come to an agreement and conclusion. And I just want to thank your staff because they were very diligent in working with us and trying to come up with an agreement that we all basically felt very comfortable with.

Bryan Wood was excellent in this part of it. He has to always put up with me, and he just says, Oh, gosh, here she comes again.

But I do want to thank you. We look forward to being your partner, and your staff has been absolutely wonderful in our negotiations. So thank you very much.

MR. WILLIAMSON: Thank you, Judge.

JUDGE MORGAN: Thank you, and Merry Christmas.

MR. WILLIAMSON: Merry Christmas to you, madam.

JUDGE MORGAN: And come to Brenham and shop.

(General laughter.)

MAYOR TATE: Following Dorothy, I don't have to say much. We do appreciate the efforts that your staff has made and we look forward to working with you in the next few years.

MR. WILLIAMSON: Thank you, Mayor.

Did you have any questions of either of these witnesses, Mr. Houghton or Mr. Johnson?

(No response.)

MR. WILLIAMSON: Let me take a moment, Judge and Mayor. Are there other people from Brenham here today for this?

MR. BEHRENS: The city manager is there.

MR. WILLIAMSON: Let me take a moment to convey some information.

You're represented well in the legislature, and in fact, Brenham and Washington County has always been represented well, I think. Ms. Kolkhorst has been very supportive, where she could be, of the governor's transportation program.

We all up here, who have been involved in developing that program, understand the difficulties that we have created for some of you, particularly in the path of our major toll plans and our corridor plans, and we don't ask you to agree with us, and we wouldn't use this forum to ask that, and it must be obvious to you in the way we've dealt with you on this pass-through agreement that there's no quid pro quo at all.

But we need to take advantage of the opportunity to say to those who come from the outlying parts of the state right now, Lubbock, who don't seem to be affected by this stuff but really are, and to those who are in the path of some of this stuff and are really concerned about it, that the department has developed what we think to be a well thought out program of short-term, medium-term, and long-term things that have to be done to ultimately preserve a way of life that we would like to preserve.

If anyone thinks the population estimates are wrong, then our plan is going to be wrong, but right now, the best we can tell, whether John likes it or not, the edge of Houston, Texas is going to continue northwest towards his place, whether I like it or not, the edge of Fort Worth, Texas is going to consume my farm where I live, whether people in Brenham like it or not, it's the center of the population triangle of the state.

And ultimately somebody has got to bite the bullet and say there's short-term solutions, there's medium-term solutions, and there's long-term solutions, and none of us like a lot of what we're having to do, even we up here don't like it, but somebody has got to think ahead and make those tough decisions.

The ability to do things, such as we approved today for Lubbock and I think will approve for Brenham and Washington County, happen because we have the tools in place to make that longer term plan and we don't have to reserve the state's scarce gas tax dollars for an alternative to that plan because we know what that plan is.

And that's just a nice way of saying we know how tough TTC-35 and 69 is for Washington County, we don't ask you to agree with it, but we hope you'll go away knowing that we just didn't cook this up, we kind of thought through, at the governor's instruction, what a comprehensive transportation plan should look like, and we're all beginning to see the benefits of it now. That's all.

Did you recommend something, Amadeo?

MR. SAENZ: Yes, sir. Staff recommends approval of the minute order.

MR. WILLIAMSON: You've heard the staff's explanation, the witness testimony, and the staff's recommendation.

MR. JOHNSON: So moved.

MR. HOUGHTON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you, Amadeo. Thank you for waiting so long.

MR. SAENZ: Thank you, commissioners. Item 9(c) is not an item for taking any action from the commission but is simply a status report that staff would like to give you on moving forward on the El Paso inner loop project pass-through toll project.

You recall last month I gave you a status report on all of the pass-through toll projects, how many projects we had received and where we were. I want to follow up this month and give you a status of where we're at on the El Paso pass-through toll project.

The El Paso pass-through toll project for the inner loop, or Spur 601, is moving forward. This project is unique in that it is the first project that we're moving into the negotiation phase for negotiating with the private sector. We received two proposals. Staff has gone back and evaluated the proposals and we have determined which proposal provided a better value. What that means is we now have started negotiating.

The proposer that provided the best value of the two was J.D. Abrams, Inc., and we have sat down with J.D. Abrams and started to negotiate an agreement. If we cannot reach an agreement with J.D. Abrams, then we have the authority from you all to move forward and negotiate with the second proposer.

Several issues have come up in this project dealing with the coordination efforts that are taking place between TxDOT and the military base, and a lot of those issues have been resolved that allows this project to really move forward where we can determine the exact scope of what is going to be built and the time lines that will be required to build that project.

Additionally, we have also run into a couple of items dealing on the environmental process and we're trying to very quickly resolve some issues dealing with some historical properties that are adjacent to the property that may be involved in the taking, as well as some other issues dealing with some air quality issues.

The district is moving forward, but as those items become a lot more clear, we'll be able to negotiate, and our plan is to hopefully come back to you in the month of January at the January commission meeting with a negotiated agreement for a pass-through toll project in El Paso.

This kind of is a very quick overview and status report. I'll be happy to answer any questions.

We did go to El Paso and present it to the El Paso MPO last month and gave them a status of where we were at on the project. We're a little bit more advanced, and this status report to you will also serve that they can see as a report of what advances we've made since we've talked to them.

MR. WILLIAMSON: I have questions, but questions, members?

(No response.)

MR. WILLIAMSON: Amadeo, I know at one time there was some concern by the El Paso MPO members that perhaps we weren't moving as fast as we could have moved. Were we able to explain ourselves adequately about this being a first ever private sector pass-through toll and that's why we had to make sure we were taking it real, real carefully?

MR. SAENZ: I believe we did, sir, especially because I kind of went out there and tried to explain it. And the reports that I received from this meeting with the city afterwards and when we met with the city and the military base, is that they now understood why and the issues that are still there. This is a very complicated project, and the issues there make this project time line be what it is. And my understanding, based on the feedback we received, is that yes, they do now understand.

They still want us to move as quickly as possible and we do too. There are some time lines that we need to meet to coincide with the improvements that are happening at the base and so that we want to make sure that we move our project as quickly as possible.

We think, in looking at the project, the critical path item for this project will be the environmental clearance. The environmental clearance is key because the federal government said that they could not transfer the land to us to be able to build the project on until after it was environmentally cleared, so that's the area that we're trying to make sure that we stay on top so that we don't lose any time right there. But at the same time, we can move forward and negotiate based on where we're at right now and have something ready to be able to move forward as soon as the project is environmentally cleared.

MR. WILLIAMSON: Well, once word moves out into the transportation community, as it will, that it's possible for the private sector to advance a pass-through toll concept, we have fairly fertile minds in the transportation construction world and we're going to start seeing a bunch of those applications, I think.

MR. SAENZ: Yes, sir.

MR. WILLIAMSON: And it's just important that the people of El Paso know that we're wanting to get this one dead right so that we'll have a template to follow in the future.

MR. SAENZ: And that was what we presented to them, that they, in essence, are our first project, we want to make sure that the process we have is the process that's true, correct and fair so that we can move it forward, and there's no chance for anyone to protest or anyone to come back and say this is not what you should have been doing.

MR. WILLIAMSON: Okay. Thank you very much.

MR. SAENZ: Thank you, commissioners, and Merry Christmas.

MR. WILLIAMSON: Merry Christmas, sir.

MR. BEHRENS: Agenda item number 10 is our State Infrastructure Bank business for this month. We have one, this being in Gregg County and with the Liberty City Water Supply Corporation. John.

MR. MUNOZ: Good afternoon. My name is John Munoz, deputy director of the Finance Division.

This item provides for the preliminary approval of an application submitted by the Liberty City Water Supply Corporation requesting a loan of $568,000, and in addition to that, a 20 percent contingency to pay for utility relocation along State Highway 135 from I-20 northwest to Susan Road in Liberty City, as TxDOT is upgrading State Highway 135 from two lanes to a four-lane divided highway.

This project is on the state highway system and eligible for federal aid. The project is consistent with the Texas Transportation Plan and is included in the Statewide Transportation Improvement Program.

Staff recommends approval of this minute order.

MR. WILLIAMSON: Members, you've heard the staff's explanation and recommendation. Do you have questions of staff?

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you.

MR. MUNOZ: Item 11(a) accepts the audited financial statements of the Texas Mobility Fund for the year ended August 31, 2006, and for the period from inception through August 31, 2005. The State Auditor's Office has conducted the audit, and in its opinion, the financial statements present fairly, in all material respects, the financial position of the Texas Mobility Fund as of August 31, 2006.

We would like to thank Lisa Collier and Wes Helgin of the State Auditor's Office who led the auditing activities and may be in the audience still today.

Staff recommends approval of this minute order.

MR. WILLIAMSON: Members, you've heard the staff's explanation and recommendation. Do you have questions of staff?

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you.

Are the State Auditors in the audience?

MR. HOUGHTON: There's one, two.

MR. WILLIAMSON: Well, stand up and let us say thank you. Thank you, we appreciate it.

MR. HOUGHTON: Thank you.

MR. WILLIAMSON: We appreciate your work. The State Auditor, we consider it necessary to government, you're not the enemy, so you come here any time.

MR. MUNOZ: Item 11(b) accepts the audited financial statements of the Central Texas Turnpike System for the years ended August 31, 2006 and August 31, 2005. KPMG conducted the audit and it is their opinion that the financial statements present fairly, in all material respects, the financial position of the Central Texas Turnpike System as of August 31, 2006.

Staff recommends approval of this minute order.

MR. WILLIAMSON: We will defer action on this minute order for the time being and move forward.

MR. BEHRENS: John, if you'd just step aside for a moment, we'll move forward with agenda item number 12. Under Right of Way we have three minute orders for consideration, all dealing with the ability to negotiate for options, two of those in Travis County and one in Waller County. If you'll go through those, John.

MR. CAMPBELL: Thank you. For the record, my name is John Campbell, director of the Right of Way Division.

Would you like me to lay these out individually?

MR. BEHRENS: Yes.

MR. CAMPBELL: The first item, agenda item 12(a), is to authorize the use of option contracts for potential future purchase of required right of way for IH-35 in Travis County. The minute order provides the authority for the Austin District engineer to negotiate the execution of option contracts and to expend funds for option fees. The strategic use of the option contract to effectively purchase the development rights -- which is the case in this one -- should help us realize lower acquisition costs, less complicated negotiation procedure, and thereby, a more efficient acquisition process.

Staff recommends your approval.

MR. WILLIAMSON: The staff has laid out and explained and made a recommendation on 12(a). We have as a pending matter 11(b), is that correct?

MR. BEHRENS: 11(b).

MR. JOHNSON: We voted on 11(b). I thought we voted prior to recognizing the two people from the State Auditor's Office.

MR. BEHRENS: That was 11(a).

MR. JOHNSON: Excuse me. I'm sorry.

MR. WILLIAMSON: That's okay. So now we're going to say thank you, John, and we're going to ask for questions about you in a second, but we're going to go back to 11(b). And members, staff had laid out 11(b) and explained it and made a recommendation. What's your pleasure?

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: 11(b) carries. And now you have before you 12(a) which is a matter of options for Travis County. Staff has explained 12(a) and made a recommendation. What's your pleasure?

MR. HOUGHTON: My question is, John, is this unimproved land?

MR. CAMPBELL: This is currently improved, fully developed land. The particular property is under redevelopment right now, so this offers to TxDOT the opportunity.

MR. HOUGHTON: I was trying to think along that stretch what was open.

MR. CAMPBELL: It's certainly not vacant land.

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

MR. JOHNSON: I have a motion and a second. All those in favor will signify by saying aye.

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries.

MR. JOHNSON: This isn't land that has one of those lighted signs, billboards that you were talking about?

MR. WILLIAMSON: No, but it's going to have because you just approved a billboard, you just didn't know it.

MR. HOUGHTON: You were out, heard the testimony.

MR. WILLIAMSON: It's going to look like Las Vegas coming in from the north in Austin, Texas.

(General laughter.)

MR. CAMPBELL: I'll continue with item 12(b). I remain John Campbell, haven't changed yet.

This next item is for consideration of an option to purchase to provide the authority, again to the Austin District engineer, for the negotiation of an option contract and the expenditure of option fees. This is another example where it would be an effective purchase of the development rights and offer us the same strategic opportunity.

Staff recommends approval.

MR. HOUGHTON: John, is this the facility -- we're obviously going to toll 290.

MR. CAMPBELL: Yes.

MR. HOUGHTON: Is this our project or the RMA's project?

MR. CAMPBELL: I believe this one is being developed as a comprehensive development agreement. I'm not sure if it's an RMA or TxDOT project.

MR. JOHNSON: Where is Farm to Market 1100?

MR. CAMPBELL: It's somewhere east.

MR. JOHNSON: How far east of 130 would it be?

MR. CAMPBELL: I'm sorry, I don't have that dimension for you.

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you.

MR. CAMPBELL: The final item is agenda item 12(c), again to authorize the use of option contracts for potential future purchase of required right of way for the FM 362 project in Waller County.

This minute order provides the authority to the Houston District engineer to negotiate option contracts and to expend option fees. This also would be another example of an option purchase to purchase development rights and give us that same strategic opportunity.

Staff recommends your approval.

MR. WILLIAMSON: You've heard the staff's explanation and recommendation.

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you.

MR. CAMPBELL: Thank you.

MR. BEHRENS: Agenda item number 13 concerns building construction and this would be the opportunity to see if we get any people interested in working with us to acquire one of our maintenance facilities and then relocate it and use that opportunity for the development in Rockwall County.

MR. JOHNSON: Might I ask a question about agenda item 12? Prior to one of the last two legislative sessions -- and I'm not sure which one -- we did not have the ability to negotiate and execute option purchase agreements. Is that accurate?

MR. BEHRENS: That's correct.

MR. JOHNSON: Well, I think it shows this is another area whereby the legislature has given us tools that are going to benefit Texans for a long time, and this is an advancement of something we won't have instant gratification over but in the long term is going to be very meaningful. Just an observation.

MR. WILLIAMSON: Oh, I agree.

MR. HOUGHTON: Good observation.

MR. BEHRENS: It's a tool that we wish we could have utilized years ago and we could have anticipated the growth areas and at least be able to get the available right of way that we knew we would eventually need for improvements.

And Zane, before you start, Commissioner Johnson had asked about the location of FM 1100. It's just to the east of Manor, so it would be several miles east of 130.

MR. JOHNSON: Okay. Thank you.

MR. BEHRENS: Amadeo just commented it's not part of the limits of the job, but again, things we anticipate over time, we'll have to do some improvements further east.

Go ahead, Zane.

MR. WEBB: Good afternoon, commissioners. I'm Zane Webb, director of the Maintenance Division.

This minute order provides for approval to complete necessary terms with a design-build firm who submitted the apparent best value in response to a request for qualifications for construction of a new area engineer and maintenance site at Garland, Texas. The minute order authorizes TxDOT to enter into a development exchange agreement and for the private entity to offer the best value for exchange of the Rockwall maintenance facility while constructing the facility at Garland.

I came before this commission back in June with a request to issue that RFP. The RFP was issued, there were three responses, we feel like this is the best response. We are, in effect, exchanging the old Rockwall maintenance site for part of the value in building a new area engineer and maintenance site at Garland, Texas. We're receiving about 30 percent of the value of the finished product for the old facility there at Rockwall.

Staff would recommend approval.

MR. JOHNSON: What about the land that the new facility is going to be constructed on, did we own that previously or is that part of this exchange?

MR. WEBB: No, sir. Commissioner, we purchased that property a number of years ago, and this building at Garland was part of our process, but until the last legislative session, we didn't have the authority to actually enter into this kind of agreement.

MR. WILLIAMSON: Okay, members, you've heard the staff's explanation and recommendation. What's your pleasure?

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you, Zane.

MR. BEHRENS: Agenda item number 14 is our contracts for the month of December. This is to recommend award of contracts for highway maintenance and department building construction projects, and also our normal highway construction projects.

MR. BOHUSLAV: Good afternoon, commissioners. My name is Thomas Bohuslav, I'm director of the Construction Division.

Item 14(a)(1) is for consideration of the award or rejection of highway maintenance and department building construction contracts let on December 5 and 6, 2006. We had 28 projects; average of 3.6 bidders per project. We have two projects we recommend for rejection.

The first one is Project Number 4028, some renovation work on buildings here in the Austin District. We had eight bids and the bid was actually under, at about $4.4 million. The contractor submitted a request to reject due to bid error. We've reviewed that request and concur in that, the Maintenance Division concurred as well. The error amount was about $800,000. We recommend rejection on the basis of bid error.

The second project recommended for rejection is Project Number 4012 in Tarrant County. Three bids it was 47 percent over; about a million dollar mowing contract in south Tarrant County. And the bids were high for this two-year project and we'd like to go back and consider the duration of it and maybe see if we can get some reduced costs and reject, re-let and advertise for more bidders.

Staff recommends approval for the awards, with the two exceptions noted. Questions?

MR. WILLIAMSON: Members, you've heard staff's explanation and recommendation of this matter.

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you.

MR. BOHUSLAV: Item 14(a)(2) is for the consideration of award or rejection of highway and transportation enhancement building construction contracts let on December 5 and 6, 2006. We had 52 projects; an average of 4.5 bidders per project, and that's up from our normal amount.

We recommend award of all the projects with the exception of one. It's Project Number 3214 in Williamson County. We had only two bids on this project and it was 87 percent over, about $367,000 bid. This is a rehab of a highway advisory radio system that we have there and the district would like to go back and maybe re-scope the work and look at some other ways to procure the equipment to see if they can reduce the cost for the project.

Again, staff recommends award of all projects with the one exception noted. Any questions?

MR. WILLIAMSON: We have staff's explanation and recommendation

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you, Thomas.

MR. BEHRENS: Agenda item 14(b) is in Titus County where we're recommending to award a maintenance contract to the second lowest bidder. Zane, if you would lay that out.

MR. WEBB: Zane Webb, director of the Maintenance Division.

The minute order before you, commissioners, has to do with the award of a contract to the second low bidder. The low bidder on this contract which was RMC 6151-82-001 in Titus County, the Atlanta District, the low bidder indicated that he would not be able to fulfill his obligation on the contract due to having more work than he could complete. The second low bidder was only $1,469 difference and indicated that they could complete the work at the same price of the low bidder. We feel like that the unit prices are reasonable and that rebidding this contract could possibly result in a higher unit price.

I'm recommending that we award the contract to the second low bidder.

MR. WILLIAMSON: I just love the way we've redone our rules over the years to be more businesslike.

Members, you've heard the staff's explanation and recommendation.

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. Thank you very much, Zane. That's the way business should be conducted, just like that.

MR. BEHRENS: Agenda item 15 is our Routine Minute Orders. They've all been duly posted, as we're required to do so. They're all listed there. If you have any questions about any of them, we'd be glad to address that. To my knowledge, I don't think any of them impact any of the commissioners. So I recommend approval of the Routine Minute Orders.

MR. WILLIAMSON: The item in Jefferson County, Mike, is that going to end up being part of the gateway -- what's the outer loop called?

MR. BEHRENS: Grand Parkway?

MR. WILLIAMSON: Grand Parkway.

MR. BEHRENS: I think that's adjacent to 87.

MR. JOHNSON: There's no part of the Grand Parkway in Jefferson County, it's in Chambers County in the Beaumont District.

MR. BEHRENS: This is adjacent to State Highway 87 in the Port Arthur area.

MR. JOHNSON: This is down in an industrial site, I believe.

MR. WILLIAMSON: Members, you've heard staff's explanation and recommendation.

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries.

Before we go in the open comment period, I need to ask our lawyer do we have any reason to go into executive session, Mr. Jackson?

MR. JACKSON: No.

MR. WILLIAMSON: We're going to have an open comment period now, and I'm assuming most of the open comments are on enhancements, or do we have something other than enhancements?

MR. BEHRENS: All but one.

MR. WILLIAMSON: What's the one? I'll bet your James. James, you're up.

MR. VON WOLSKE: My name is James Von Wolske. I'm a retired engineer. I was here a couple of years ago; I remember both of you invited me back. Well, I'm back.

There's still nothing I want from you people except to just share some thoughts. In fact, I'm on cruise control from here on until death, you know, so it doesn't matter.

Who do I represent? Maybe thousands, tens of thousands, or millions of people like myself who are just busy coping with life and scratching out a living, and so I don't think that you're exposed to some of these thoughts.

Remember I said every road TxDOT builds is too narrow, too crooked and too late, and then I recovered and I said, I don't think it's your fault, I think you're pushed around by pipsqueak politicians, and I still hold that.

A year ago last summer I went to the East Coast and spent 40 days and drove 7,000 miles from North Carolina up to St. Lawrence, and just wanted to see the country and how it's put together from the perspective of history in engineering and infrastructure. The best roads and the worst roads I've ever been on, including in Europe, would be in New Jersey. They're both turnpikes, both tollways, and the New Jersey Pike is just pure insanity, and the Garden State Parkway is just like driving in heaven. And what's the difference is vision, but they also separate the Garden State Parkway by at least a quarter mile lane separation, and so therefore, you have room for the future if you want to put more lanes in there, et cetera.

Now, remember I said 130 was too narrow, it's only 400 feet wide, and it's like all the farmers and stuff are complaining about you're taking up all my land, but the reality is the piggies are crowding around the trough already. Up at 130 by Georgetown, they've already built around that, so maybe just push them back a little bit further. And it reminds me of going to pick up my luggage at the airport, they just crowd around oinking and their little tails wiggling, waiting for the luggage come out.

So it's vision. The Garden State Parkway, someone had some vision for future needs and expansion.

Okay, God bless the Texas Tag. I'm neither for nor against toll roads, they serve a means, and it certainly has solved one of the danger problems of past designs for toll roads where you went into it looked like a spaghetti bowl to get on to or off from the highway, and that was compelled because they wanted to keep all the toll booths at a certain place. So it was very unintuitive as to how to get on, and of course, if you're not familiar with that, then you're exposed to dangers of sharp turns, lane changes, et cetera. So there's a very good maneuver there.

Am I out of time, or are you going to let me go for a little bit?

MR. WILLIAMSON: Keep going a while.

MR. VON WOLSKE: Okay. So New York City, very interesting, the World Trade Center, to me, is an obsolete function, and why? Because of the Internet. And likewise, much of what people are viewing commerce in this state and country is obsolete. I've been in building design for 20 years and you wouldn't build that building because the egress requirements exceed the floor capacity on the lower floors.

But you don't need to go downtown New York to do your business anymore, you can sit home in your underwear in New Jersey and do that stock trading, or you can stay home nude in Texas and do the same sort of thing at the Internet. So it's just obsolete. In fact, New York has changed so much that they don't have any shipping going in there, all the containerized shipping goes down to New Jersey.

And that brings up the subject of the trains and everybody wants rail, we need rail. Well, rail is obsolete, and if it wasn't there, it would die for sure because people don't need to pile on that train to go downtown to do all those menial tasks anymore, people are more oriented towards multitasking during the day. If you simply went from point A to B to do a function and went back, it's another thing, but that's not true. That's why the banks have pulled out of downtown, the Internet has the banks pulled out of downtown here, the county government has pulled out, a lot of people have pulled out of downtown. And so the rail issue, you're shoving a lot of money into an obsolete system and I'm asking that you strongly oppose that.

The other reason is putting a railroad like this Trans- Texas Corridor down the middle of the road, down the middle of the right of way, people will rubberneck, you can see it on MoPac all the time, and every time a train goes by, it causes a bottleneck. Heaven forbid there would ever be a wreck on the Trans-Texas Corridor, a train wreck that's containing hazardous materials like chlorine. It will stop that road not for a day or half a day, it will stop it for a week. So do not put it there.

You don't even haul cattle on trains anymore, you certainly don't need to haul people on them. And why? Well, trains are obsolete and it's not a conspiracy between General Motors or big oil companies, tires have gotten better and rails didn't get better, and engines got better and didn't.

The Germans recognized the advantage of a road system over a rail system, Eisenhower recognized it. About a year ago I was at this open pit copper mine near Salt Lake City, it's the world's largest manmade pit, and I remember as a kid going there and there was all these rails, it's all trucks. They haul 350 tons -- that's just the haul capacity. Now, what does that weigh? That weighs more than a locomotive does. In fact, two months ago I saw them haul a 140-ton bulldozer across the bridge below the Mansfield Dam. They didn't take the blades off or the ripper.

And so things are changing both in tire technology, road technology, but not in rail technology. Okay, off that.

Transportation Enhancement Fund. Where's our money going? Building museums and sidewalks and libraries? What is it like $60 million is being cut back from the Texas portion of this enhancement/enrichment fund? Why are we taking money for roads and building museums and sidewalks down in Seaholm Power Plant? People don't like that.

Other things, Trans-Texas Corridor, why is King Juan Carlos building our roads? We, as the public, are outraged at it and when it happens will be bitter about it. I mean, if it's so lucrative that someone from a foreign country can come over here and build our roads, why can't we do it ourselves with bonding issues? We've got the mechanism in place.

Last issue, the mundane. I asked why doesn't TxDOT move Highway 290 off from I-35 over onto 183, question one. Number two, I'd like you to close the get-on ramps on northbound I-35 at 183, and the third thing is close the get-on ramp at northbound MoPac at Steck. Why? Because that's where you have a big interchange just ahead and the people getting on are crossing over and it really congests that intersection.

So I think one of your local people needs to look at the feasibility of doing those. Those aren't strategic things, they're simply little tactical things which will be much better for the thousands who drive it and may inconvenience a few.

Thanks for your time.

MR. WILLIAMSON: Members?

(No response.)

MR. WILLIAMSON: We always appreciate it when you come by and share your thoughts with us.

MR. VON WOLSKE: Well, I appreciate it.

MR. WILLIAMSON: You've always got something smart to say.

MR. VON WOLSKE: Something what?

MR. WILLIAMSON: Smart. You point some things out to us that we go research.

MR. VON WOLSKE: Just one? I hope that you see it. Last time I was here I said I'm the first person you've probably seen in years that isn't wanting something from you or forced to come here as a job function. That's still the situation, even more so now.

MR. WILLIAMSON: But you've always labeled yourself as -- we have kind of an inside joke, you're a normal person. We're all abnormal because we're in this world and you're the normal person coming in and talking to the abnormal, and we benefit from that.

MR. VON WOLSKE: Well, sort of buttering you guys up, but TxDOT, I've always held in pretty high esteem because they stay kind of above the local politics. Like this power plant stuff, everybody is clambering, killing us, choking. That's not going to happen.

When I was at hearings on this 130 and TxDOT, you're pretty smart about that, you said if you want to go from here to here, and then you picked out two midpoints, now your locals get to pick out the route. Well, you see, there is no alternatives and you're going to connect dot A to B and B to C and C to D, so there's really no alternatives.

MR. WILLIAMSON: No, not us, we wouldn't do that.

(General laughter.)

MR. VON WOLSKE: You know, here's your choices, death or hanging. But I'm happy you're doing it.

The other thing is it seems to me that some of 130 is being put on top of 183, I think, and I said that's the only good road in Travis County, southbound 183, because it's the only straight, wide road. And yet someone in your department said, Well, it's our policy to reuse old right of way. Well, it's not abandoned right of way, it still was a good road. So I would like you to not do that, just buy fresh land and even on some of the county roads, you went right up there on top of the county road.

MR. WILLIAMSON: We're fixing to start hauling you around to all of our public hearings on right-of-way acquisitions.

MR. VON WOLSKE: Well, I think everybody clambers and stuff. And one last thing, on MoPac, one guy said when they built MoPac they said it was just going to be a little boulevard and that was 20-some years ago. I said if you've got anything stuck in your craw for 25 years, you've got to get over it.

Gonzalo Barrientos, he was at the hearing and someone said well, down in Bastrop they never finished that road. Well, I'm going to see TxDOT, I'm going to raise some hell about it -- because his dad lives there. And I said well, that's exactly what you shouldn't do. You know, you guys go in there, you buy right of way, build the ramps and stuff, and then finally come in and lay the bridge planks and it's completed. So it's a long thing, but it's wrong, dead wrong for a local politician going on and start raising heck with you over a little town like Bastrop, and the only reason he's even concerned is because his dad lives there, and his dad never even complained about it, obviously, because otherwise, he would have been on you about it.

MR. WILLIAMSON: I have to say in fairness that we consider Senator Barrientos a great supporter of transportation. He's always been pretty broad-minded. He very seldom asks us for anything.

MR. VON WOLSKE: And our county commissioner, too, she was talking one time about building a road and she said -- soon to be ex, Sonleitner -- and she's telling these engineers, you know, if you come to an environmentally sensitive area, I would like you to take the frontage road up on the main road. And there was like 400 people there. I said, That's exactly what you shouldn't be telling these people because you're going to bottleneck that road forever over what, a few frogs? I mean, just put another bridge lane across and keep the service road off the main road. And she just looked at me like wow.

MR. WILLIAMSON: Well, you're always welcome here. Thanks for coming.

MR. VON WOLSKE: Well, thank you.

MR. WILLIAMSON: Be sure and come back.

Let's talk enhancements, members. Let's start with Charlie Rogers, who is the mayor of Eden, Texas, not too far from Millersview.

MAYOR ROGERS: I thank the commission for granting me the opportunity to speak before you. I'm talking in support of the TxDOT Enhancement Program to really leave the funding where it is.

I didn't have really any written statistics for you because I don't want to bore you, I know we're limited for time also, but while I was outside a while ago, I was reading the Historical Commission plaque that sits right here at the entrance of the Greer Building, and in the first paragraph, it caught my eye, it says the early 20th century Texas farmers requested better roads to replace the dirt roads to enable them to bring their product to market. Essentially that's what the first paragraph says. What caught my eye was the word "farmers." The second paragraph goes on to say that in 1917, TxDOT was formed for this endeavor for the farmers, for rural Texas.

Now, the message that I would like to leave with the commission is to not forget rural Texas in this decision because even though we do have congestion in the bigger cities, we have congestion in the smaller cities too because four or five cars backed up at our red light is deemed a congestion for us in Eden, Texas.

We do realize, and there's people behind me that are going to speak on this and give you better statistics, and I don't want to duplicate what they're going to say. I just want to say that through the efforts of the early, early fathers in building Texas to the great state that it is today, they had the vision to request a betterment for themselves and their rural counterparts. This has enabled Texas to grow.

Look at the tourism that is brought into the state of Texas by this little program that somebody has denounced $60 million. Somebody was talking earlier about spreading peanut butter, the money, designating money. You know, when so little brings so much return in the form of tourism dollars, I think as a commission -- I heard earlier too that you answer to one man, but if you really reach deep in your heart, you work for the state of Texas, and we're proud of what you do. Not many people could stand the pressures and the stresses that you go through, but we want you to really deliberate on the enhancement program because it affects so many people. Hundreds and hundreds of towns in Texas and thousands of people.

Thank you for your time.

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

MR. HOUGHTON: Thank you.

MR. JOHNSON: Mr. Mayor, I'm embarrassed to ask you this question, but where is Eden, Texas?

MAYOR ROGERS: Eden, Texas is in the geodetic center of Texas. There was a study done. The birds in the sky, they're called satellites, and UPS figured out the land mass of Texas by computer, and 12 miles southwest of Eden there's a plaque designating the geodetic center of Texas. It's in the crossroads of US Highway 83 and Highway 87.

MR. WILLIAMSON: And what county would that be?

MAYOR ROGERS: It's Concho County, and it's east of San Angelo. Do you know where San Angelo is?

MR. JOHNSON: Yes, absolutely.

MAYOR ROGERS: Our chair, Ric Williamson, he knew where Millersview was, so that was good. Millersview is 20 miles from Eden.

MR. JOHNSON: Thank you.

MAYOR ROGERS: Thank you.

MR. JOHNSON: The next person we have is Genora Young, who is also from Eden. You must have stacked the deck here. Genora, thank you for traveling from the geodetic center of our state.

MS. YOUNG: Thank you. I appreciate the opportunity to address you and I appreciate the time that you give to this state.

I have to tell you I'm a bit disheartened by what I've witnessed here today, and I don't believe it was intended, but there have been some flippant remarks as to who's going to speak on enhancement funds, and I don't think you realize the sensitivity of rural Texans. I grew up in Fort Stockton, Texas. My father was one of those people that was extremely active in launching the Heritage Trails Program in 1968. He donated about 27 years of his life to Fort Stockton as a city councilman and as a mayor, and so when I speak to you, I'm speaking to you from my heart as a rural West Texan.

I now serve on the Texas Forts Trail Board and I'm very proud of that program and proud to be invited to serve on that board, and I think that board has done a tremendous job and the Heritage Trails Program has made a sizable contribution to the state of Texas. In fact, they were nationally recognized, the program was, last year.

MR. WILLIAMSON: And we concur.

MS. YOUNG: I know that your decisions are tough decisions to make. In the last decade I have worked very closely with the Texas Historical Commission and the Tourism Division of the Texas Department of Transportation, and I salute those individuals because they do everything they can, and I've seen them do more with less, to help fund that $49 billion of tourism money that comes into this state, and it's been a real privilege to work with them as a Main Street manager, as a director of tourism, and now as an economic developer in a rural community. And I also served as a consultant for the cities of Alpine and the Midland Convention and Visitors Bureau for tourism efforts and economic development efforts, and so I've had some experience working with the TxDOT agency and seeing what all the wonderful things are that you do.

I would ask you to reconsider the decision to cut those enhancement funds, rather, invest more in those agencies and those individuals who have done so much to bring us so far. And so I would say to you that I wholeheartedly, as a taxpaying citizen, as an economic development professional, as a member of the Heritage Trails-Forts Trail Programs, I wholeheartedly support the current legislation which requires each state to set aside 10 percent of our STP funds and use them for transportation enhancements.

Thank you for your time and thank you for your ear.

MR. JOHNSON: Ted, do you have any questions or thoughts?

MR. HOUGHTON: No.

MR. JOHNSON: First of all, I'm sorry that your interpretation that a remark from up here was flippant. I can speak for myself, and I'm confident to speak for my colleagues that there was no intention in terms of being flippant. We were aware and are aware that this is a sensitive issue and a lot of people were going to come and speak at the open comment session. And so I do apologize for that.

MS. YOUNG: Thank you.

MR. JOHNSON: And I'm going to turn this back to the chair. Thank you for coming a long way to make your feelings known.

MR. WILLIAMSON: Were you the first?

MR. JOHNSON: The second from Eden, Texas.

MR. WILLIAMSON: Mayor Rogers, I apologize for having to take a break, and Ms. Young, I apologize to you also for having to take a break. And we do appreciate your comments. Who made the flip: me?

MR. JOHNSON: Well, I'd have to review the transcript.

MR. WILLIAMSON: We didn't mean to be flip, if you took I that way. I will tell you, though, I need to say to you, as I'll say to everyone that comes up -- without indicating that we disagree with you or don't understand what you're saying at all, because I suspect you've been told differently -- you're aware that the money set aside from the transportation fund to the enhancement program is money that's removed from your federal gasoline tax, you're aware it's not additional money, it's money that the citizens of the state paid in federal gasoline tax into the Federal Highway Trust Fund.

And you're aware that for every dollar of federal gas tax paid in Texas, only about 76 cents of that is made available back to us, so when you pay a dollar to the federal government and they do the apportionment, right off the bat only about 76 cents of that dollar is made available to us, and then out of that 76 cents, this money is pulled out and set aside for enhancements.

And you're aware that the law says it's set aside but the law also says unless Congress directs you to make reductions, and that Congress could have directed us to not reduce enhancements, and they didn't. Are you aware of that?

So when you testify that Congress has set this money aside, you do so, I assume, knowing that Congress could have directed us not to reduce our enhancements category, and they chose not to do that.

Just so you know that we're not doing anything that isn't apparently with the permission of the United States Congress. That's all we ask that you recognize.

And we thank you for your testimony and for taking the time to be here today.

Wendy Ellis.

MS. ELLIS: Chairman, commissioners. I want to thank you for the opportunity to be here to speak today. My name is Wendy Ellis, and I serve as the community developer with the City of Brady which is the geographic center of the state of Texas, but we let our neighbors, Eden, have the geodetic center. I also serve as a member of the board of directors for the Texas Forts Trail Association.

And I wanted to speak to you today concerning the stop in the current call for enhancement projects. I can certainly understand your dilemma in how to deal with the rescissions in funding from the Federal Highway Administration program, and I share your concerns that were in the letters that we received about the stop in funding, about the stability of funding from the federal government, and I understand that the instability in those dollars coming down certainly creates a dilemma for us here in our state, but I'd ask you to consider a couple of items today.

The latest figures available show that tourism is a $49 billion industry in the state of Texas, and that rural Texas is the number two tourism destination in the state, followed only behind San Antonio, and this is due in no small part to the work of the TxDOT department of tourism and the work that they do for us and an outstanding job, and we certainly appreciate that. And I think it also can be attributed to the Texas Heritage Trails Program, and that also is a program whose funding originated here at the TxDOT agency.

By maintaining some form of funding for the enhancements, you are providing us with the tools to continue our economic development work in tourism and in other industries, and I wanted to just say that improvements of economic opportunity was cited as one of the goals for the Texas Department of Transportation's transportation system in the video presentation at the beginning of this meeting today. You also stated that one of the strategies for achieving that goal was the empowerment of local and regional leaders to handle their own issues.

I understand your concerns about losing unrestricted funds to earmarked projects, but if we completely delete a program that local governments were told would be available to them, I'm afraid that action may only prompt more communities, agencies and organizations to lobby the federal legislature for special funds.

Commissioner Andrade asked earlier today how do we educate our communities about what these earmarked projects do to our state apportionments and how they affect the department of transportation's budget issues, but I would venture to guess that most of the communities and agencies that have those earmarked projects pending with the federal legislature are fully aware of what they've done to our state budget when they ask for that money. But if they're left with no hope for finding funding for those projects here at a state level, they're still left with the responsibility to their local constituents to make those projects happen in some shape, form or matter, and more times than not, their answer to that quandary is going to be seek funding on a federal level before those dollars get to the state level.

So if we completely eliminate this program, I'm afraid we may just be perpetuating a problem that's been created on the federal level and not find the relief in the state budgets that we need. So I would ask you to consider that as well.

I'm currently working with two groups who have projects pending with this grant call: the City of Brady has a project pending, and of course, the Texas Forts Trail, as part of the Texas Heritage Trails Program, that has been funded through these funds in the past. I know that both organizations would be more than willing to make changes and pursue the projects with less money that we've requested, but leaving us with no money leaves us no options, no local control, and no way to improve our infrastructure and economic viability.

One of the trends that we're seeing happening more and more is the fact that people are moving to rural communities and rural counties that are adjacent to our urban areas, and they're doing that to get away from the congestion problem that you are dealing with on a day-to-day basis. I think one of the answers to the congestion issue is improving and developing the rural areas to allow for environments that are more business-friendly and able to accommodate larger populations bases.

But I ask you this: if we stop investing in rural Texas and don't ensure their ability to improve and maintain their infrastructure, where are people going to move when the I-35 corridor is completely saturated and there's no more room for them there? By not investing equally throughout the state, we are hemming ourselves in as a state and we're not making use of the grand size that makes Texas uniquely Texas.

So I would respectfully request that you reconsider your actions to eliminate the enhancement program and allow those of us who have projects pending to work with you on how we can do more with less and not fall victim to the instability in funding from the federal level. Thank you.

MR. WILLIAMSON: Thank you. Tim Culp. Welcome, Mr. Culp.

MR. CULP: Thank you. Good afternoon. And I appreciate this opportunity. In the essence of time, I'm just going to stay with my notes, so a lot of things you're already hearing and probably will hear once I'm finished.

My name is Tim Culp. I serve as the executive director of the Crockett Economic and Industrial Development Corporation for the City of Crockett. I also currently serve as the chairman-elect for the Texas Forest Trail which is part of the Texas Heritage Trails Program. On behalf of the board of directors of the Texas Forest Trail region which represents 35 counties in north, central and southeast Texas, I would like to take this opportunity to express our appreciation to you for your support of the Texas Heritage Trails Program.

While we understand the limitations that have been placed on you through federal rescissions and the demand on congestion relief, we would like to express our disappointment in the cessation of the enhancement fund program. Enhancement funds have allowed the Texas Historical Commission to basically take a moth-balled Texas Highway Department project created in 1968 and launch it to national recognition, as it received the prestigious Preserve America Award, presented to us in person by President and First Lady Bush in 2005.

As you know, the Texas Heritage Trails Program adopted the Texas Highway Department's project of developing regional driving Trail that would highlight the diversity of Texas regions. Over a short period, the Heritage Trails Program has certainly enhanced the initial Texas Highway Department project and increased the value of the Trail to the traveling public, local communities, as well as contributed to increasing transportation assets held by TxDOT.

The enhancement fund program has expanded the economic opportunity to many Texas communities, such as Crockett, by affording us the opportunity to enhance our assets which otherwise would not have been possible. Endless stories, many of which are in this room, can be told of the increase in heritage tourism to communities across Texas.

Texas ranks second in the U.S. in the number of cultural and heritage travelers visiting the state. These travelers contribute greatly to the 70 cents on every dollar you receive to operate TxDOT.

The enhancement program has brought community cooperation by forming partnerships that combine a community's assets that, again, have been improved through this program. While we have seen many rewards and benefits, there is still much more to be done, as several regions have just been activated in the Heritage Trails Program, and those of us, such as the Forest Trail region which have been around for a while, have ongoing projects that we would like to see to fruition.

Many of the communities involved with the Heritage Trails Program have committed significant amount of time and funds towards projects that need the assistance of the enhancement fund program to complete them.

We formally and respectfully ask you to reconsider your complete cessation of the enhancement program and urge you to consider available alternatives. Thank you.

MR. WILLIAMSON: Thank you, sir. Vicki Woodard. Welcome, Ms. Woodard.

MS. WOODARD: Thank you so much. I represent chambers of commerce, and why I said that is because we do listen and we do know what's going on. I also represent two chambers, La Grange Area Chamber of Commerce and Schulenburg Chamber of Commerce -- which is unusual -- that's in Fayette County. And by the way, Schulenburg is halfway to everywhere, just in case you wanted to know that.

I also represent a very viable tourist attraction for the state of Texas which are the painted churches of Texas. If you're not aware of that, it won the National Historical Video of the Year when it went nationwide. We bring tourists from all over the United States and from Europe. So I think it's a wonderful program that we have and we do need enhancement for that because we struggle every day to bring those visitors in. I don't know if you're aware of this, but three million visitors per year come to the Alamo. That's a lot of people.

I represent the Texas Independence Trail which is a large area and it tells the story of our Texas independence. Our Texas independence is very valuable to us. I hope we remember that because if it wasn't for them, we wouldn't be standing here now.

The Heritage Trails Program is originally a TxDOT program and a series of driving trails developed in the late 1960s by our Governor Connally to promote rural economic development and rural tourism. The updated program administered by the THC allows for local control such as funding goes to the independent non-profit organizations which I represent.

Texas Independence Trail encompasses southeast counties, from Bexar County in San Antonio to east of Houston, to Chambers and Liberty counties and upper Texas Coast and northern Washington County, who is here today.

Fayette County which I represent received two enhancement programs that I have written down here. One was the 1999 pedestrian walkway for Schulenburg; another one was for La Grange for the Missouri Kansas and Texas Railroad Depot which was restored. We also did a $4.1 million restoration on our courthouse, and if you've not been there, it's a wonderful place to visit.

There's more notes here, but from my heart, I am not from Texas, I am from Missouri, but I've been here a long time, and like everyone says, I wasn't born here but I got here as fast as I could. I represent Schulenburg and I represent La Grange and I represent Fayette County, small rural area. We work very hard to bring people in to visit our town, to visit our culture and our heritage which is German and Czech, and they're very strong and they're very proud, and they're proud of being a Texan and I'm proud of being a Texan.

In conclusion, I ask, as a citizen of the state of Texas and the president of the I-10 Independence Trail, you can reconsider this decision. We do need the funding, and please, please look in your heart as a citizen of Texas to keep that going. Thank you so much.

MR. WILLIAMSON: You have a good smile.

MS. WOODARD: Thank you.

MR. WILLIAMSON: Questions, members?

(No response.)

MR. WILLIAMSON: Thank you very much. Jeff McCoy. Welcome, Mr. McCoy.

MR. McCOY: Thank you. For the record, my name is Jeff McCoy and my title is director of economic development for the town of Van Horn, Texas and president of the Texas Mountain Trail organization.

With your permission, I'd like, because I don't think that everybody is going to speak, I'd like everybody in the room who is supporting this effort today to raise their hands so you'll know the numbers that are represented here. Is that all right, Mr. Chairman?

MR. WILLIAMSON: You bet, absolutely.

MR. McCOY: As you can tell, I stand before you today as one in a large collection of people whose lives are dedicated to the service of their communities, services frequently hindered by difficult circumstances, suffering economies and limited resources of both people and funding. We understand that you serve under the same conditions. In spite of cutbacks, we all continue to serve to the best of our abilities and utilize our limited resources to create the best possible situation for our people, our towns, our region and our state.

In light of this service, your service, I wish to put a positive spin on the recent announcement relating to transportation enhancement funding. It's not at all positive based on its nature, but it's positive based on the response that you see here today.

I could tell you that the transportation enhancement program has meant a priceless amount to local communities and regions, has created more hope and real progress for rural communities than any program I've ever seen, but this success is best evidenced by the presence of the people in this room.

We are not here to gripe about your recent decision. Instead, we are here to help you realize that a program you saw fit to establish many years ago has been, as evidenced by the passion in this room, one of the most successful programs to have ever been enacted in our state for authentic success, bonafide progress, tangible development, and the creation of heartfelt purpose among communities and those who lead in those communities.

As I drive through this great state, I see evidence of the STEP program success from place to place and project to project. It's extremely clear that the communities who lack the resources to do for themselves have utilized your program to bring attractive and meaningful development. STEP has been phenomenal success. STEP projects have been a turning point for community pride and progress, an anchor of rippling regional improvement, and a clear statement that you understand the challenges we face in our rural communities and are willing to provide a meaningful program of assistance. It is from this point that we petition you for program continuance.

From the day I first stepped into the world of economic development, TxDOT people and many others have spoken to me from the pulpit of experience that partnerships and regional cooperation are the key to the success of rural communities. No program has exemplified this truth any stronger than the partnership created by your agency, the Texas Historical Commission and our regional groups through the Texas Heritage Trails Program, a state program of ten TxDOT-defined, locally controlled regions dedicated to economic development through rural and urban partnerships and focused on the creation of a positive travel experience.

The success that we have enjoyed to date is only the tip of an economic improvement iceberg in communities all over the state. I can only imagine the ripple effect of this innovative program as other states adopt similar measures in the hope of a similar success. This success, however, is not yet complete. Program development is a process of time that must rely on your continued support as we lay a strong foundation based on the development of regional partnerships and the power of proper organization. And beyond this organizational phase, a statewide coordinated effort must be assured in order to provide a program that is beneficial on multiple fronts, including the continued safety and enjoyment of our travelers. This statewide coordination must be funded.

Please, commissioners, understand the value of the STEP program to our communities. Please know of its success in satisfying your own stated objective to increase economic opportunity. Please know that the value of such a successful program to our vast collection of rural communities far eclipses the value of a highway interchange in a distant urban community. Please reinstate STEP, continue the current call for projects, and please, please, please, in light of rural economic successes, impressive results in the development of regional cooperation, increased visitation to points of interest along state highways and improved regional understanding of a need for highway safety and travel enjoyment, renew your support for the Texas Heritage Trails Program. Thank you.

MR. WILLIAMSON: Thank you, sir. Thomas Butler. Welcome, Mr. Butler.

MR. BUTLER: Thank you. Good afternoon.

MR. WILLIAMSON: Have you been with us before?

MR. BUTLER: I have not.

MR. WILLIAMSON: Sure?

MR. BUTLER: Yes, positive even.

MR. WILLIAMSON: You didn't come in here one day in a raggedy old blue jean jacket speaking for the Bicycle Coalition.

MR. BUTLER: No. I am a cyclist, but no, I didn't.

MR. WILLIAMSON: Six years ago?

MR. BUTLER: I'll go back and check my diaries but I'm pretty sure.

MR. WILLIAMSON: I think you were the guy that came in here raising cane about bicycles six years ago.

MR. BUTLER: Oh, that wouldn't have been me. I don't raise cane. And I won't raise cane here either. I just would like to express, on the part of the Downtown Austin Alliance, our concern over the decision to cease funding the transportation enhancement program.

Given the diversity or projects funded by the program and the unique nature of the program, we feel that this decision should not be made without input from the many communities that will be adversely affected.

For our part, we have seen how projects in the past in downtown Austin have been funded through the enhancement program have contributed directly to the goals of TxDOT. They have contributed to pedestrian and bicyclist safety, they have encouraged economic development, they have improved the appearance of downtown Austin. There are several projects that were pending that we had hoped would have the same effects, and we would like to have the opportunity to compete for those funds still.

We would encourage you to revisit the decision to cease this funding, and I would like to ask you that on behalf of the Downtown Austin Alliance, on behalf of the many people who are here today to speak to you, and the many people and organizations and municipalities around Texas who were not able to send representatives here to speak to you today. This is a very small portion of the people this will affect and the people who are concerned. Thank you.

MR. WILLIAMSON: We thank you very much. Joe Ramos. Welcome, sir.

MR. RAMOS: Thank you, Mr. Chair, commissioners. My name is Joe Ramos. I'm the assistant director for the City of Austin Public Works Department.

My purpose here is just to emphasize the importance of the monies that the city of Austin has received over the years. Mr. Butler stole a little bit of my thunder there because he preceded me and he's with the Downtown Alliance, but the funds that we've received in the past have gone a long way in assisting us in redeveloping our downtown area.

As you well know, probably well know, our downtown used to be in some areas a bunch of warehouses that were dilapidated and not much activity going on down there, it was a pretty dangerous place to visit late at night. Nowadays, we've created a more pedestrian-friendly environment down there and we attract a lot of folks from all over the country and the world that like to come here. We're not the geographic center of the state or anything like that, we still like to think we're the music capital of the world, even though The Wall Street Journal may not agree with us.

Nonetheless, these funds have been used for other purposes, for sidewalks and pedestrian, bicycle, signal improvements that have gone a long way. As you probably well know, just by the nature of this meeting, is we ourselves have funding issues and we're constantly looking for different funding sources and this program has helped us considerably over the years and we were hoping to continue to utilize this program.

I was here earlier this morning when you gave an explanation of the federal funding and all of that. We do appreciate the grants we've received over the years, they've been invaluable to us, and we hope that in the future we could continue to receive such monies.

So we respectfully ask that you reconsider your decision. I know all the complicated factors that go into play in considering that. Lastly, I just want to wish you gentlemen a safe and happy holiday season, as well as the TxDOT staff.

MR. WILLIAMSON: Thank you very much. Thank you, sir. Kim McKnight. Welcome.

MS. McKNIGHT: Thank you very much. Good afternoon, Mr. Chairman, commissioners, and Mr. Behrens. Thanks for letting me speak here today.

My name is Kim McKnight and I'm the director of the Texas Downtown Association. We're a statewide non-profit of about 400 members that are working to preserve and revitalize Texas downtowns.

The commission's recent decision to halt the transportation enhancement program which to us seems as though it was made without public input from Texas citizens or their local elected officials or statewide legislators, will have a devastating effect on Texas communities.

The transportation enhancement program is one of the single most important and valuable resources for Texas communities trying to make Texas and their communities a better place to live. There is no doubt that times are tough but this decision further puts the squeeze on municipalities, counties and regions that depend upon this funding to make their communities more livable and more attractive for investment. This is the wrong decision for Texas downtowns especially.

One of the original goals of the transportation enhancement program was to compensate for some past intrusions on cultural and historic assets in our nation, and this program continues to accomplish this goal with tremendous benefit for Texas communities and Texas cities. Flexibility and community-based decision-making, the hallmarks of this program, have led to projects that maximize community benefits and enhance new partnerships in transportation and community planning.

The transportation enhancement program has led to improvements in downtown streetscapes, visitor centers, historic preservation projects and hike and bike trails. These are not fluff projects. For example, sidewalk enhancements mean ADA accessibility, pedestrian safety. And further, the transportation enhancement program has helped revitalize local economies, increased visitation to historic and cultural sites, as well as raised awareness of the importance of historic preservation as a part of transportation planning.

The transportation enhancement program has had a tremendous outreach into rural Texas and we feel that the commission should be very, very proud of this aspect of the transportation enhancement program.

And a great example of this is the Texas Heritage Trails Program, that you've heard so much about today, which provides technical, financial and marketing assistance to Texas communities. This program will be one of the many casualties of this decision.

We feel that Congress did intend part of our gas tax to go toward enhancements. Downtown Texas has really some of the oldest infrastructure in the entire state, and I notice, just in a cursory glance, that about 60 or so projects that were kind of proposed in this latest round of the call for proposals were streetscape projects in downtowns, and I think that specifically the streetscapes, as well as some of the other programs, do meet TxDOT's goals of enhancing safety and economic opportunity which are your stated goals.

Something that I think many of us find, especially traveling, is that this action seems to circumvent the public democratic process completely. We're frustrated that we've not been given an opportunity to comment short of this three minutes at the end of your monthly meeting, and we would ask that you really try to get more input and try to maybe fully understand the impact this is going to have. I think there are a lot of unintended consequences, and we ask that you take some time, perhaps hold some hearings around the state, and get more input before making this kind of a decision.

I want to thank you for all you do. TxDOT has had enormous positive impacts all over the state. I've enjoyed working with your staff. I think that you've got some of the best staff that I've ever worked with as far as state agencies, so I want to thank you for that.

I want to thank you for allowing me to speak and I hope that you'll feel free to consult the Texas Downtown Association if we can be of any assistance as you kind of move along with this transportation enhancement program. We're really more than happy to help. Thank you.

MR. WILLIAMSON: Larry Oaks.

MR. OAKS: Larry Oaks, the executive director of the Texas Historical Commission. Mr. Chair, members of the commission, it's a pleasure to be here.

Let me start off by saying what a pleasure it is to work with your organization and with Mike. We work together very closely and resolve a lot of issues to keep your mission moving forward, so I would compliment Mike and his staff.

Instead of reading from a presentation this morning, I think I'll speak just a couple of minutes from the heart, and then talk a little bit about what may be some misunderstandings, because we come to the Transportation Enhancement Program at several different levels, so we want you to understand each of those so that you can make good public decisions about what the implications are and how to use these resources that you have.

You sit up there, and when I'm talking to my commission, there are 17 of them, so it's a lot of fund working with that many folks, but there's a concept that not a one of you nor one of them would disagree with, and that is that we as Texans live in a very special place and it's special because of the people that live there and for many people who lived here in the past, but the only thing that represents them are all of those buildings and things on the landscape of Texas.

So Chairman, I think we're actually a lot alike. We're both sort of like John the Baptist in the wilderness hollering out and trying to get people to pay attention, and this is a good role you have to try to convince not only Texans but the U.S. Congress they should make good decisions about public policy and not just do those things that are convenient.

We obviously try to do the same thing because basically the thing that stands between that special place -- and if you'll excuse the expression, there ain't no place that's got such a sense of place as Texas; you can go anywhere on the globe and as Susan Combs said, show the map of this state or talk about Texas and they know what you're talking about, and there is an image out there of who we are and what we're about, and that's more valuable than the Denver Mint, particularly when many of the folks have talked about the heritage tourist program, that's something we have to sell and we can capitalize on and make literally, just in heritage tourism, billions of dollars.

So I guess the thing I would ask of you is yes, it's tough times, we both have missions that in many ways are very complementary, and we need to do and do work together to make sure that we accomplish those. Life is very involved and there are lot of subtleties, but it's holistic, and you're trying to not only develop the system around the state, but it's to get many people to those great places that make us us.

And we're the sort of sentry at the door saying we don't want to be a term I've heard lately, generica, we don't want to be so changed that you could be driving through any part of Texas and not know that you're not in New Jersey or in Missouri. So that's why we have to work together and we can both successfully craft expenditures of monies that will do great things for Texas.

So what I'd like to ask of you is the enhancements do comprise a lot of money. From the beginning and the Congress has on three different occasions now had very long and serious debate and dialogue about whether the program should exist, and I certainly recognize your call for the primary mission that you have is to build that infrastructure of streets and roads that allow us to get around, but they have said for 15 years now this is a way that we can do that holistic working together development.

So I would suggest that we figure out some way not to dismiss or do away with the entire enhancement program, we expect to take a hit just like everybody else, but I guess I'm asking let's do that with some equity, let's discuss it and figure out what that would be so that at the end of the day the outcomes will be great things for Texans, whether they're charged with dealing with transportation or historic preservation or health or whatever, and I think we can get there.

Let me just point out that I think there is a tendency because we had a big program that's doing extremely well with these courthouses, and I think there's a tendency to think that our role in the enhancement is just courthouses, and yes, we're interested in that, we're working in it. I think you know that the appropriation that was proposed for courthouses was not a request from the Texas Historical Commission but a recommendation and direction from the legislature in lieu of monies that had been set aside to do that. So the Historical Commission did not come to enhancements trying to fund that. We do think it has a strong rationale for promotion.

What most of the folks who have talked to you and mentioned our name and are so emotive about, and understandably, is that when the call for Round 5 went out, we, like the other 349, or whatever, entities made an application for whatever monies are there to run one of the most creative programs in America. In fact, when President Bush and Mrs. Bush made that award, it meant even more than just an award because they had to show that they weren't simply playing favorites and choosing Texas because that was home. They chose it because we're the undisputed, number one heritage tourism program in the United States of America and it's because it's not about us, it's about people at the local level.

We've created an infrastructure with your ten trails which creates boards and a manager that gets folks to work as a region, holistically, to identify what they have, realistically assess what condition it's in and make some improvements there so that instead our goal is to in a couple of years not produce $1-1/2 billion worth of income for Texas on heritage tourism alone, but to easily move that up to $2 billion, and it's based on this fairly small infusion of enhancement monies. So my understanding it's somewhere about between $180- and $300 million of about what $800- or $900 million have been used for the rescissions. We know that's tough, but there are monies left.

So let's look particularly at not completely zeroing this out, we're advocates for all of our constituents who are tens of thousands of preservationists all over the state, but several of these programs are statewide programs that are making a huge difference, and they're not making a difference for a bureaucrat, they're making a difference for towns all over the state of Texas to preserve themselves, the character-defining elements they have, and to frankly, sensitively sell those to other Texans to keep them in the state when they travel and to bring people from all over this country.

So my plea would be let's have some more of that dialogue. Yes, we expect to share some of the pain, let's figure out where that's appropriate and not. Let's make sure that the very best of these things that happen with enhancements continue and hopefully we'll get into a situation where we get enough resources and we're not a donor state -- because I agree with you completely there -- that we're able to do the things we need to produce an environment in Texas that we can all be proud of.

So I've probably taken more than my three minutes, you can tell there's a little bit of preacher in me, but I and my commission are passionate too about trying to save those things that make us us.

MR. WILLIAMSON: Thank you, Mr. Oaks. Robin Stallings.

MR. STALLINGS: Chairman, commissioners, good afternoon.

I've given you all a copy of the first dozen letters, my office told me there are another 30 already coming in. We decided to be kind to you all. They're coming in to us and we'll hand-carry them over here so that your e-mail and faxes are not tied up, but it looks like this is the beginning of a deluge.

And I am Robin Stallings, the executive director of the Texas Bicycle Coalition, and a proud partner with TxDOT on so many different areas, including bicycle tourism trails that we have really advocated for, and the trail leaders that were ahead are where we would like to go someday with bicycle tourism trails at a fraction of the dollar for what is returned for Texas.

And bicycle tourism trails, like the trails that they were just talked about, they're generating those gas taxes. That 76 cents that we get back from Washington, that's coming from a lot of those rural trips or the bicyclists that drive out to get somewhere so they can ride their bicycle. And so this is completely consistent with the use of gasoline tax money.

In the scheme of your problems, which are enormous -- as somebody said, you must have one of the toughest positions in the state of Texas -- but the size of this program in comparison to the size of your problems is not that big.

When I first graduated from college, I was traveling across the country and my engine blew up in my little Opal station wagon. So I'm trying to figure out how I was going to get myself out of a jam, I call up everybody I could think of that could loan me a couple hundred dollars to get that thousand dollars to rebuild that engine, and I called my big sister who was just starting her business which has now become a very large business, and so she was pretty smart and still is. But at the time when I asked her if I could borrow a couple hundred dollars, she said, Well, let me think about this for a minute, I'm about $5,000 overdrawn this week in my bank account, and if I can solve your problem for $200, I'm going to do it.

In the scheme of the overdraft that we have in our transportation needs and the return that comes back from enhancements, this is not the place to take the money. The concern that we have is that people are going to fall out of trust with the department of transportation, and our programs that we advocate for, Safe Routes to Schools and of course enhancements or the bicycle trails through CMAQ, or even it could bleed over into recreational trails over in parks and wildlife, is that there's going to be a lack of trust to prepare these applications.

The Energy Corridor District which is a similar entity to the Downtown Austin Alliance, they sent me an e-mail that said that they had spent $50,000 preparing their applications for enhancement programs. Most towns and counties that I've heard of spend $10- or $15,000. There were 300 applications left at the altar in the call that was due in April of 2006. That's a lot of energy, that's an industry. The people that produce those applications, the people that deliver on that work from the historic preservation to the building of the trails, we're jeopardizing a whole industry that may be very difficult to recover in 2009, and I think it's going to hurt the state of Texas if we do that.

Right now we don't appear to be leading on this issue in Texas. It looks like, from our cursory research, that Arkansas and Mississippi are the only other states that are taking an approach like this to these awful federal rescissions, and it looks like most states are doing what we would ask you to do which is to make the reductions even across the board, take 2 percent from everything. We'll take our hits, we understand it, even though we realize there are some things that should be 2 percent of everything that's not already been excluded.

And for $230 million which is what came out of enhancements, is my understanding, of this $305 million rescission -- I'm not sure where the other money came from -- that is a single, and maybe if you stretched it, two highway interchanges on I-35, similar to the one at Highway 71. And yet, this money, if you look at the map that's enclosed in the packet that I gave you, and it shows the number of counties that have benefitted from the enhancement program in the nation, but certainly in Texas, 10 or 15 in El Paso or 10 or 15 in San Antonio, over 50 in Houston, 10 or 15 in the Austin area, and then rural counties all over the state have gotten up to 5 and some of them have done really well, looks like they've got some good applications and it might be some of these counties here because they look like they know what they're doing too, but the impact of this money compared to those very, very important interchanges and the impact that it has on Texas and the dollars that it generates, I believe would be part of that case for you all to reconsider this very tough decision that you have made.

And thank you very much. I know that it's hard to make a decision and sometimes even harder to change your mind, but if any commission in this country is up to doing that, I know it's you all. Thank you very much.

MR. WILLIAMSON: Question of Robin?

(No response.)

MR. WILLIAMSON: Julianne, we're giving you the last word. You were so kind to wait.

MS. FLETCHER: Thank you so much for the last word. My name is Julianne Fletcher and I'm the executive director of Preservation Texas. We are a statewide non-profit and we have an outreach of thousands of people in Texas.

I brought with me today some letters representing specifically Historic Fort Worth, San Antonio Conservation Society, Texas Society of Architects, and the City of Palestine. Those are folks who wanted to be here and couldn't and asked that I take the letter for them.

I wanted to thank you for letting me speak today, and I love seeing who you are because I like to put a name with a face. Ric, I've seen your name all over the place and I heard you had quite a personality, and it's true.

MR. WILLIAMSON: Where are you from, what city?

MS. FLETCHER: Austin. So thank you for all you've done, thank you for what TxDOT has done in the past.

I'm not from here but I do represent a Texas organization, and what I love about Texas, among other things, is the pride. There is such pride here and I love that people like being from Texas and like what Texas has, and it's because we have good stuff here. And when I see other states get enhancement funds and ours are cut, I think it's not fair because their stuff isn't as good. We have some beautiful historic buildings, great trails, sidewalks even, everything here is special. I have to agree with native-born Texans that that's true.

I would like you to consider, from all of the people we represent, that you maybe look at the enhancement funds again and give a chance for some of these, especially small, communities to receive some of the funding that's meant so much to them over the years.

Thank you, and do you have any questions?

MR. WILLIAMSON: That was a trick; you tricked us.

MS. FLETCHER: What was that?

MR. WILLIAMSON: You shortened up your remarks.

MS. FLETCHER: Well, I had so many things that other people said, there was so much that others said. And I could go on about specific cases that we've heard about. Our phone has been ringing off the hook and our e-mail has been jammed with people complaining and asking what can be done, and I hope that I can represent them -- and I'm talking thousands of people we represent -- and it's important to them.

Can I enter these letters into the record?

MR. WILLIAMSON: Please do.

MS. FLETCHER: Anything else?

MR. WILLIAMSON: Members?

(No response.)

MR. WILLIAMSON: Thank you. It's been a long day.

Ma'am, seriously, because we don't want to leave you with the wrong impression, which one of us made a comment that was flip?

MS. YOUNG: My apologies for taking something that wasn't intended, my sincere apologies. Thank you for allowing us to speak.

MR. WILLIAMSON: Lord knows, this isn't the most pressure packed place in government, that's probably the Defense Department in Washington, D.C., but we have to deal with some tense issues around here, and so we've developed a style amongst ourselves, we try to lighten ourselves up and the way we keep from yelling at each other is to do it the way we do it, and sometimes we come across -- I know just last week I got in some trouble for using some words in regard to a House member that the words were intended one way but they got into the transcript another, and I had to go over and take a good clock-cleaning about it, and that happens with the way we operate.

But we don't intend disrespect and we don't intend to make light of the position you're taking.

MS. YOUNG: I thank you for saying that, and I sincerely appreciate the job that you do and I don't envy your decisions at all. I know they're well thought out and I appreciate, most sincerely, your apology, though it's not necessary, and I extend mine to you.

MR. WILLIAMSON: Okay, we break even then.

MS. YOUNG: And I do wish you all a Merry Christmas, and you can come to Eden; you can play golf and shop.

MR. WILLIAMSON: I want to leave each of you who came here on the enhancements matter with a couple of thoughts.

First of all, speaking for myself -- I'm sorry, this is not my style. Ted, you're first.

MR. HOUGHTON: Well, I'll make it brief. One of the things that you all got to see here today, and it's not by accident, you got to see our process and all the things that happen in the department or a piece of it during the commission meetings and the issues we have to deal with. And you witnessed Coby talking about federal and state initiatives that we need to pursue to increase the funding opportunities and some of the things, latitude that we get from federal and state government.

One of the things I've noticed that you all said was don't cut us, but what was absent in that is we need the support of organizations collectively in the state of Texas to lobby the federal government and state government to quit raiding transportation funds. That is the basis for what is happening here today, that is the complete basis of what is going on.

We need the Historical Commission, et al in the rowboat with us when we go to Washington, D.C. and when we testify across the street, that we need to increase the funding opportunities for transportation in the state of Texas and put the monies back where they belong instead of the peels that have taken place for the last 20-30 years. And the 70 cents on the dollar that comes back from the federal level, we should be lobbying our congressmen and our senators to say enough's enough. We're a donor state, we don't continue to want to fund Massachusetts and New York and Pennsylvania and we'd like to keep that money here.

But that was absent from your comments today, and I would hope that you would consider joining us as a group across the state in trying to achieve that kind of level or increase our funding levels -- not increase them, get them back where we need to have them to build out our transportation system.

And I will say it sounds like a little thing but little things add up, and we've got a lot of little things that have been peeled away over many years, so I look forward to working with you all on asking you to help us to repatriate those transportation funds where they belong, state and federal.

MR. WILLIAMSON: John.

MR. JOHNSON: Ted, I think that's extremely well said.

I want to thank the people who have taken their time, most of a day, to be here from very diverse parts of our state. You come from Van Horn or Eden or Brady or Crockett or Schulenburg or Austin -- and I probably left out a place or two -- I think it shows how broad and sensitive this particular issue. And everything that you said has been well thought out, it's logical, but as Ted has pointed out, we have faced an issue for decades now that we've been required to find certain aspects which are difficult to do when we have such a massive challenge, and our own stated objectives and mission make it even more challenging to do.

And I don't want you to leave here thinking we went up there and talked to people whose minds were already made up because I don't think that's the case -- I know particularly in one case it is not. I played a role in the last three of the enhancement distributions and it's an interesting process, you get to learn a lot about the state, and there's some wonderful things being done.

It becomes a matter of resources and priorities and that makes these decisions even more difficult.

MR. WILLIAMSON: And Commissioner Houghton, in recruiting you to the cause, I want to make certain you understand because there will be a tendency of at least one of you, I think, to leave and think this. We didn't make this move in order to set the framework for him to say that. If other categories of non-transportation reductions had been available to us, we probably would have defaulted to those, and I'll give you an example.

Bob, if I wander off the reservation, you'll yell at me that I can't say that.

Early in the process today you heard us speak of congressional earmarks. Those are construction projects that Congress sets aside a little bit of money for and says -- I'll use the Calatrava bridges in Dallas as an example. About a tenth of the cost of those bridges has been set aside by earmarks. We can't spend that money on anything but those bridges, but we've got to find the other $140 million or so to go with that $20- in earmarks, and the $20- was your federal gas taxes in the first place. And guess what, Congress has said when rescissions come, you can't reduce congressional earmarks.

So when you're considering the dilemma we're all in, whether it's transportation funding or enhancement funding, and when you call your congressperson, as you will or have, and when they say to you, as they will or have, oh, that damn TxDOT, all they want to do is build roads, you might consider asking them why they won't release the hold they have on their earmarks that are roads themselves that, for the most part, aren't in anybody's transportation plan and were not asked for in the first place.

I get in a bit of trouble up here because I tend to be a pretty square corned guy. I mean, I think if you tell people that you're taking a buck away from them in federal gasoline taxes to build their roads, that you probably ought to build their roads. I think if you tell them you're taking a buck and a half away per $100 value on their property tax to educate their kids, I think you probably ought to educate their kids. I think if enhancements are defensible -- which I happen to think they are and I'm going to tell you why in a moment, then I don't see anything wrong with saying we're taking one-quarter of the sales tax and putting it in historical preservation.

I just think politicians ought to be real honest about that stuff and they ought to be real self-disciplined, and they ought to say to people we're taxing your gas consumption to build courthouses or we're taxing your gas consumption to restore sidewalks in Albany, Texas.

Because I'm going to tell you what would happen if politicians said that. And Larry, I don't know you too well, but I'm real sure in what I'm fixing to say. The biggest range of people would say, What, you're going to take my gasoline tax money and improve sidewalks in Austin, Texas? You've lost your mind. That's what they would say.

Now, you wouldn't say that because you're in the deal, I wouldn't say that myself because I kind of like enhancement projects. But when you step out of this world into the normal world, the nongovernment employee, the nonconsultant, the non-PE that's contracted to do these projects, the nonprofessional bicycle world, Robin, when you step out of that world and just stop the average John on the street and ask him if he would like part of his gasoline taxes to go for preservation of the beautiful painted churches in Central Texas -- which I have been to, ma'am -- the average John, nine out of ten of them are going to say no, I don't want you to do that. That's what's going to happen.

So we don't make these decisions lightly. We are tremendously influenced by the argument that we're Texas and we're different and you need to reconsider yourself. Larry, I can't think of a better one you laid out: We're different and that's why you need to reconsider.

We don't make decisions in the open comment period but I think if each of you will kind of watch, maybe things will be better. That's maybe the best I need to say about it. We thank each of you for being here.

Is there other business before this body? Do I have a motion?

MR. HOUGHTON: So moved.

MR. JOHNSON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of the motion will signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries. We stand adjourned at 2:15 p.m.

(Whereupon, at 2:15 p.m., the meeting was concluded.)