Texas Department of Transportation Commission Meeting

Abilene City Hall
City Council Chambers
555 Walnut
Abilene, Texas 79601

9:00 a.m. Thursday, April 25, 2002

COMMISSION MEMBERS:

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

STAFF:

MICHAEL W. BEHRENS, Executive Director
RICHARD MONROE, General Counsel
HELEN HAVELKA, Executive Assistant to the Deputy Executive Director

PROCEEDINGS

MR. JOHNSON: Good morning. It is 9:02 a.m., and this meeting of the Texas Transportation Commission is called to order.

Welcome to our April meeting. It is a pleasure to be in Abilene, and it is a pleasure to have you here this morning.

Please note, for the record, that public notice of this meeting, containing all items of the agenda, was filed with the office of the Secretary of State at 11:25 a.m. on April the 17th.

It's great to be in -- in Abilene and Taylor County. And as many of you know, it's our practice to hold some of our meetings outside of Austin in different locations around the state. And as that timeless saying Martha Stewart said, that's probably a pretty good thing.

And I sure thank you for -- I'm sorry we had to go, but -- I was going to apologize. But I know Mayor Barr and Representative Hunter have a pressing engagement; so, we wanted -- but thank you for hustling to get here. I know that you went home and...

MR. WILLIAMSON: It was a long trip back.

MR. JOHNSON: Yeah. We're glad you made it.

MR. WILLIAMSON: 16 DPS officers guarding the highways of Texas.

MR. JOHNSON: But by moving our meetings around the state, it acquaints us with the interests and challenges and the people of the various regions of this great state. And, hopefully, by the time that we finish our business this morning, it will give you a good idea of what goes on at the Department of Transportation.

We will hear from local officials this morning; but, if there is anyone else in the audience that would like to address the commission, we would ask that you register at the registration table in the lobby.

And if you would like to comment on an agenda item, please fill out a yellow card; and, if it is a non-agenda item, we would take your comments at the end of the meeting; and, for that, we would ask that you fill out a blue card.

We would also request that, in this day of modern technology, that if you have a cell phone or a pager or any electronic gadget of -- of that sort, that you put them in the off position so that we can conduct our business; and, also, we probably don't want to wake any of your neighbors up.

Before we get started, I would like to ask my colleagues, Commissioners Nichols and Williamson, if they have any comments? Robert?

MR. NICHOLS: Oh, just say it's good to be here in Abilene. We've had a good day and a half, dinner with the employees, meeting with the chamber, breakfast this morning, talking to our local officials and people from around the state.

Some of the actions we're going to take today obviously affect this area, other areas of the state. It appears some actions are going to take a pretty good impact on the Central Texas area. I think a bus load of people from the Austin area showed up today.

And I've always heard that people in West Texas really stand tall, and can I tell you one of your city councilmen, whoever sits here, must be tall, because when I sat down, the counter came up to here. I was way down there. But it's good to be here. Thank you.

MR. JOHNSON: Ric?

MR. WILLIAMSON: I was looking at the audience, and I was wondering if we were really in Abilene. There are more people from Austin here than there are from Abilene.

It's good to be home. I used to -- I told this story to you yesterday, Representative Hunter. I didn't get a chance to see some of the other people that are here today. One of my first jobs in life, I was 14, I was a janitor on the night crew here at Abilene City Hall, and it hasn't changed. It's just like it was. Good to be home.

MR. JOHNSON: I would also like to introduce some of the members of our administration; Mike Behrens, our executive director is here; Steve Simmons, our deputy executive director. Steve, if you would stand. And Amadeo Saenz, who is the assistant executive director for engineering operations, have joined us this morning.

We also have some distinguished guests. Hopefully, Sam Waldrop is here. Sam, are you in the audience? Sam is a past commissioner from 1978 to 1983, and he served as chair of the commission.

And Al McKee, who is the former district engineer and longtime employee of the Abilene District. But for 15 years, he was the district engineer from Amarillo. Hopefully, he is here. He was there last night.

Then we have former executive directors Bill Burnett and Arnold Oliver. Gentlemen, we're glad to have you here.

We have a number of local luminaries and elected officials who will address us and introduce us and make Abilene and Taylor County and the surrounding areas better known to the commission, and we want to get that started, because we know several of you have pressing engagements this morning and full day calendars.

I would like to call upon Abilene mayor, Grady Barr, to lead and be the M.C. for that group.

MAYOR BARR: All right. Thank you.

MR. JOHNSON: Mayor Barr, welcome. We're delighted that you're here, and thank you for the hospitality of this great community. It has been --

MAYOR BARR: Well, we are delighted you're here in our community, and we're delighted that we could give you the opportunity to use the council chambers. It looks like it's just the right size. Now, if you get those bus loads from Austin, we may have to see what the fire marshal has to say about that.

But I do say good morning and what a beautiful day it is in Abilene. Out here, and Mr. Nichols and Mr. Williamson will know, we're always looking for rain. It is cloudy outside, so maybe we'll have that. But, you know, one of the honors of serving as mayor of Abilene, and there are many, but it's the opportunity to meet and greet people of your stature and tell you what we think.

Now, on top of that, I have a couple of other little perks that I will share with you. Every year that I serve as mayor, I get a dollar. So, that's pretty good. And then I have a prime parking spot at city hall. So, I have a little fringe benefits going myself.

But we're excited to welcome the commissioners to Abilene, and I think it's great that TxDOT has chosen to move these meetings out to the district to encourage public participation.

And I also want to thank TxDOT for the support on so many past projects in Abilene and the area. And a few that stand out are the Winters' Freeway, and, especially, the much-needed drainage improvements, and the expansion of Loop 322 to four lanes, also the financial assistance for the reconstruction of Barrow Street that has just been completed. And state assistance in these projects has been very beneficial to the city.

Also, the city staff has nothing but good things to say about Bill Hale. We've enjoyed working with him. He is a progressive young engineer, pushing to make things happen in Abilene. So, the City of Abilene has a lot going on in the area of transportation.

And since I have a captive audience, there is one major transportation project that I would like to bring to your attention today; and, that is an improved entryway to the Dyess Air Force Base north entry gate. Improved access to Dyess is urgently needed for personnel, visitors, and freight movements.

Improvements to the Military Drive from Farm to Market Road 3438 to the north entry are necessary to facilitate and divert traffic shipments, including hazardous materials and other commercial traffic, away from the main gate. This will improve traffic flow and safety around the base, while enhancing base security.

But maintaining the viability of Dyess is important not only to Abilene, but to the Texas mid-west region and the state. This is even more important with the next round of base closures fast approaching.

An acquisition of a new weapon system to Dyess such as the airborne laser serves to benefit everyone. So, anything that we can do for Dyess, like improving access, that exhibits local and state support, will enhance our position in pursuit of the airborne laser, which would help ensure the viability of the base.

So, the state could help by elevating the priority of the north entry project in the state improvement plan. If we can land the airborne laser for Dyess Air Force Base, the entire state will benefit.

So, in closing, let me welcome you to Abilene. Most of you got to see the Grace Cultural Center yesterday, and I hope you have a chance to see more of our wonderful city during your short stay.

Abilene has plenty to offer, not the least of which is our friendly, caring citizens. So, if you need anything, just ask. We'll be happy to help you.

And, finally, thank you for your hard work you do on behalf of the state and this region. It does not go unnoticed or unappreciated. And thanks again for coming. God speed on your return to your homes.

At this time, I would like to introduce our Taylor County judge, Judge Victor Carillo. Judge Carillo sat in this chair that is down so low, Mr. Nichols, for -- until last September. Then he got elevated to Taylor County.

Judge Carillo is a wonderful person to work with, and the relationship between the City of Abilene and Taylor County has never been better, and it's excellent. So, Judge Carillo.

JUDGE CARILLO: Thank you, Mayor, and Chairman Johnson, Commissioner Nichols, Commissioner Williamson, Mr. Behrens. As county judge and, indeed, representative of the Taylor County Commissioners' Court, and, indeed, all the citizens of Abilene and Taylor County, warm greetings and welcome to Abilene and to the county.

Mayor, thank you again for your willingness to host this group here. It's always good for me to come back to these chambers. Feels like I'm coming home; although, it was good, I must say, to get slightly more than a dollar starting in September.

In reviewing my notes, Commissioners, it was exactly six months ago that we were in -- a small group of us were in Austin. It was on October 25th. That was my first time to Austin before the commission. And we were there on your turf, in Austin, testifying before you on the Dyess Air Force Base North Gate Project.

We thank you for that opportunity to take -- to make you aware of the very important local issue, and it's my understanding that as a result of that, the project was placed in long-range planning status, which brings certain positive benefits.

However, and echoing the words of the mayor, I would urge that, to the extent possible, you would hasten that project; and, if possible, consider moving it to a priority two status. The project continues to be important to Dyess, to Abilene, and to Taylor County and, indeed, regionally.

When we first met last October, I had then been in office for only one month. After half a year of being in office, I am still fairly green as a county judge, but I've learned quite a bit since then.

As chairman of the Abilene MPO and in our work on commissioners' court, one of the things that I've learned is that transportation issues play a pivotal role in Abilene and Taylor County and, indeed, regionally. Ours are certainly not the same transportation problems and needs that you encounter along the I-35 corridor; yet, they significantly impact the lives of our local citizens and businesses.

I've also learned that the Texas Transportation Commission has a well-deserved reputation for being fair and working well with local communities, including ours. Your presence here, on our turf, confirms to me that you're interested in what is important to us, and that you're willing to hear us out on issues of local concern.

So, as a local MPO chair, thank you for your ongoing improvements to a transportation system that the mayor has already mentioned that will certainly enhance our citizens' way of live.

I would also like to take a moment to brag on the local TxDOT officials here. Bill Hale, Blair Haynie, Dave Seago, and countless others that I've had the pleasure of working with now as county judge. They do -- all the local staff do a great job. They continue to do a great job, and they are certainly to be commended.

As a board member of Keep Abilene Beautiful, I would like to thank you for the highway beautification efforts and entryway monument improvements that will soon commence and will certainly help keep Abilene beautiful.

And, finally, as a native Abilenean and a proud resident of Abilene and Taylor County, I would like to thank you just for being here, for coming to Abilene to have this meeting here. It evidences your desire to address the transportation needs of all Texans.

We thank you, and we hope you'll come again. And at this time, I would like to introduce a friend of mine, Ross Jones from Coleman, who really needs no introduction among transportation supporters, a Texas road hand. And at this time, I would like to turn it over to Ross Jones.

MR. JONES: Thank you, Victor. My morning this morning -- I was a little late to the breakfast this morning; and, part of the reason was, when I stepped off -- I spent the last night in Coleman. And I stepped off the steps, and hung my heel and fell flat on my face, and it took me a little while to get regrouped to -- to -- to get back on the road back up here.

We actually have a home here in Abilene and also a home in Coleman, and I was given the Road Hand Award by Wes Heald in Coleman.

I want to welcome you, once again, as the transportation chair for the Abilene Chamber of Commerce. On behalf of our staff and our members and the business community here, we -- we welcome you and want to invite you to come back at your very next earliest opportunity.

The major has talked quite a bit about Military Drive, and we certainly want to emphasize that as a priority for Abilene. Now that each of you are checked out in the B-1 as simulator pilots, you need better access to get in and get out, out there. So, you know, you need -- need to move that up a little bit on your priorities.

Also, we would ask you to consider the four-laning of 277 from here to Wichita Falls. That -- that has progressed very well, is moving.

The district engineer from Childress this morning told me they're in the process of doing a bypass around my old hometown of Goree and Munday. And Goree is about dead. This ought to pretty well do it.

The -- the other project that we're -- we're -- would like to emphasize, and I want to thank you for the completion of Loop 322 around Abilene. It's a high-priority project, traffic safety. We're in the process now of putting an overpass on a very dangerous intersection of FM 50 -- 707 south of Abilene on US 83-84, and we're resurfacing that road at the present time.

And you'll be, hopefully, taking favorable action on Clark Road later today in your meeting. And that, too, is a high-priority project for a safety factor.

I wanted to talk to you for a moment about US 83 and possible inclusion of that as a central corridor from Mexico. The American -- North American trade corridor folks up in North Dakota, South Dakota are proposing that as a new corridor from Laredo all the way up to Alaska. That highway, if you put a ruler on the map, hardly varies more than -- than one inch on your US -- on your Texas -- official Texas highway map, straight line from Laredo to Abilene, and then on north from Abilene either on 277 or on 83 on up through Amarillo.

We would ask you to -- to continue to look at that as an alternate priority. The traffic, as you know, on 35 is -- is -- Bill Senter refers to it as the 35 parking lot. It's -- it's really difficult to get on 35 and through -- through Austin, as you well know.

But -- and we certainly support our friends in San Angelo and the new corridor that is proposed through San Angelo; but, with the increased traffic out of Mexico, we think 83 also should be one that should be looked at by the commission.

It's my pleasure to introduce H.C. Zachary. H.C. is in the graphics and advertising business here in -- in Abilene. He is chair of our Texas Forts Trail Visitor Center and Transportation Museum.

He is also a very accomplished artist. He does a lot of painting, but -- but his main claim to fame is that he is a former bull rider and a graduate of Texas Tech.

And I'm going to turn it over to H.C., and he is going to give you a short presentation on our Texas Forts Trail Museum.

MR. ZACHARY: Welcome to Abilene. We're glad you're here. If it won't offend you, I'm going to break the pattern. I'm not going to ask you for anything. I'm going to give you a report on something that you have already started, and it's something that we call Frontier Texas.

And that -- through your granting program, the T-21, you gave a kernel to yield something there, yeast to get something started. And it -- while we're only, what, halfway through the project now, it's well started. And, so, for three or four minutes here I'm going to update you real quickly on what this is.

The TxDOT provided that initial support; and, now it's already apparent that the return on the investment for TxDOT is going to be very high on this project. It's Frontier Texas, and that's -- that second line, "A whole new experience," is a good descriptor of this project.

Frontier Texas is the overall title that we've assigned to that project. Frontier Texas will combine two different kinds of facilities.

First, a visitor center. It will be a visitor center for the Texas Forts Trail. It will be the -- become the Abilene Visitor's Center that will move into that; and, then, for the first time ever, it will become -- it will be a regional visitor's center. It will be the first time this area of West Texas has ever had a regional visitor's center.

And, then, the last part, second part of it, it will be a historical experience that will be provided. The visitor's center, of course, is free. The historical experience is a ticketed attraction.

It's going to be in downtown Abilene. Get your bearings there. That's the east-west railroad track running just under the star. Treadaway Boulevard, this is a site that's about three blocks from where we are this morning, just on the east edge of downtown.

To look at the potential audiences, because like all other things in Texas, most of the people that come to it will be Texans, 60, 70 percent of that. But -- so -- so, taking a look, first, at the internal market that we have for this, there are 316,000 people within a 90-minute drive of Abilene.

Okay, Joe.

And a million and a half people within two-and-a-half hours into -- that can drive into this area in that time. Okay. And ten million, as you're well familiar with, I'm sure, of the 985,000 people that live within 50 miles of I-37, they're within three or four hours of Abilene.

And, so, we're in a unique situation here where we are within easy striking distance of great numbers of people that, frankly, not to knock any of those places, but sometimes get escapism on their mind, you know, and would like to go somewhere else.

We also have 11 million vehicles annually on the highways in the area, about half of those are coming through on I-20. And then Abilene is a key entry point on the Texas Forts Trail, the 650-mile loop that runs from Jacksboro to Mason, right on the -- almost in the center of the trail.

It's a downtown site, again, about three blocks from here. It's six-and-a-half acres. And the curved street coming through will be a new street, does not exist today, will be built in front of this facility by the City of Abilene.

The arrow you see pointing off to the left, downtown, is three -- the -- the depot. Downtown, you know, is not one central point; but, the depot downtown is three blocks from this facility. The red is a basic footprint of the building.

And this is what it's going to look like, architect's model of it, of the -- of the entire building; and -- and, we're going to look now at some parts of it. Again, to re-orient you, downtown, if you were looking out the front door of the visitor's center, you would be looking just right downtown. And then over to the right, the railroad track runs behind it there, as you can see.

Now then, this is the visitor's center portion of it, about 6,000 square feet. And it, again, is a visitor's center for the Texas Forts Trail for Central West Texas and for Abilene.

It will have all the visitor amenities that you are used to. But if you work with tourism-related things, you know that the first thing people want when they stop somewhere is a bathroom; but, then, after that, they get into more subtle things, like a place to let the kids run off energy out of the car, stuff like that.

A part of our facility will be an open-air pavilion, you see in the bottom circle there. And then the top circle is kind of a parade-ground area that connects to that, that will be enclosed, that people can let their kids run out in that area and play in that area. And it will be contained so that they -- they cannot get away from the parents in that.

The architecture of the building, as you'll notice, is slightly reminiscent of the old forts that were built in Texas, and the construction material is of stone. It won't look like a fort. It will look like what you see, but it just has that hint of that inheritance.

And then, finally, the Century of Adventure, that's going to be about 9,000 square feet where we're going to have a ticketed experience. It has to be good enough that people will pay their money to go into that part of the building.

Frontier Texas is going to capitalize on those things that are most popular, particularly in Texas; but, truthfully, surveys show, the world over, that are most popular with visitors, with tourists, and that's the old frontier or the old west of -- of the United States and particularly of Texas.

So, the Texas Longhorns will be a part of that, and I'm going to show you five quick segments of the contents now of this Century of Adventure, this -- this ticketed experience of this.

This is on the cowboys and Longhorns segment; and, it'll go into, well, the Charles Goodnight story. The Charles Goodnight, Oliver Loving, most popularly known as the basis for the Lonesome Dove book, novel, and series.

Those cattle were driven through here by Fort Phantom, down almost over this place we're sitting here today, and through Buffalo Gap, heading for the Horsehead Crossing on the Pecos River. So, this is all Goodnight trail country through here.

Okay, Joe.

We're also going to look at the buffalo. This was the center of the -- of the buffalo slaughter, as it's usually known; and, here are some of the subjects that are going to be covered in that. We -- we tend not to realize how -- how central this area was to that.

The earliest photographs ever made of the buffalo slaughter in the United States were made 12 miles from where we are here this morning. Over 3 million buffalo hides were hauled out of Rass City, which is what, 30 or 40 miles from where we are this morning.

Buffalo Gap was one of the earliest buffalo hunting centers in the state. The flats over at Fort Griffin, at Albany, Charles Wrath and Frank Conrad sold more buffalo rifles to buffalo hunters than anywhere else in the United States; and, so this was the center of that.

We're also going to look at the native Americans, the Indians, the Commanches and the Kiowas, particularly that are in this part of the country. And great stories here. We're in the center of, geographically and otherwise, the Cynthia Ann and Quannah Parker story, which interestingly enough, picks up in 1836 when Cynthia Ann Parker is captured. And that was the first Anglo captive by the Indians in Texas.

And then the last surrender by a, quote, "Wild Indian" was Quannah Parker's surrender, her son, on the other end. So, within that one family bridges the entire Texas experience with the Indians as a resisting force to the Anglo advancement, whatever term you would put on that. We'll tell that story and others.

Then forts and camps, you'll see why the lines of forts were built in Texas, the post Civil War, the pre Civil War, and then little things like the War on Wagon Trade Raid, a thing that took place 55 miles from here that changed the entire federal Indian policy for all of the United States.

That one event changed that when General Sherman didn't really believe that there was an Indian problem, sent his buddy, General Sheraton, to check that out; and, 55 miles from here, or about an hour or 45 minutes, he escaped certain death.

Did two or three things, one of which was convince him there was an Indian problem; and, they changed, at that point, the US policy to one of assimilation and annihilation based on that event that happened just up the road here.

Frontier life, great stories out of that. We'll get into the transportation, the hooves, the feet, the wheels, the Butterfield stage coming through here, the earliest form of public transportation, all of the stories that go with that. I wish I could tell you more of those.

We've had a professional firm come in that works with the tourism industry and make projections. They think that 170,000 people will come through this center the first year. They think that almost a million will come through in the first five years.

The time table, the site work is being done now. The plans will all be finished by this summer. Construction will start probably in September and then open in the fall of '03.

That date is not set. It has to do with the exhibit material coming in, the audio-visual, things that go with that. If they can be installed in a clean environment, it doubles the life of that equipment; and, so, it may be worthwhile to wait until that's done. But, really, we're only talking about 18 or 19 months from now.

Here is how the money -- here is how your seed money worked. $2.7 million that you put into this project, the City of Abilene has put 1.6 million in through a purchase of land, and then their projected street cost, that curved street that goes in front of that. Private donations, $6 million for over a $10 million project. You're getting a great return on your money. You get -- you put in 25 -- roughly 25 percent of the total of that.

Here is what Frontier Texas is going to be, an enhancement to a blighted area that was formerly a recycling center, that was not the scenic center of our city. And, so, we're glad to see that's going to be improved.

It will be an entryway on the east side of downtown Abilene, a catalyst for local and area tourism, stimulus for the retail, food, and the lodging; and, it will be a traffic builder. While you were in the Grace yesterday, these people are in the town. It's going to help the other nonprofit facilities because they'll have more of an audience to draw from.

And then a really key thing, it's going to strengthen the area communities. It's going to help the Albanys, and the Colemans, and the Stamfords, and the Snyders, and so forth; because, we're going to be talking about advertising merchandising, a heritage that is very much theirs and that they can capitalize on.

Frontier Texas is going to be a big winner for TxDOT. In the whole scope of what you did with those grants, it's like that little bird you see sitting up on top of that buffalo. We're about that big a deal in your overall program.

But I predict, and this is a promise that will hold true, that in a couple of years, when people ask you, people that are on this commission, "What did you do for Texas? How did it really work? How did you use that money that really did something for Texas?"

I predict you're going to say, "Well, let me tell you about Frontier Texas up in Abilene."

Thank you.

MR. JONES: Do you have any questions of H.C.?

MR. WILLIAMSON: Oh, no.

MR. JONES: It's my pleasure now to introduce Mr. Bill Crooker. Bill is a Howard County commissioner out in Big Spring. Bill?

MR. WILLIAMSON: Sitting over there with all those Austin boys?

MR. CROOKER: Huh?

MR. WILLIAMSON: Sitting over there with all those Austin boys?

MR. CROOKER: Yes.

I'm kind of curious as to that little bird. Good morning, Commissioners. When Bill Hale said that - and Bill is doing a great job - said that he could give me a few minutes to visit with you, I just jumped at it.

It is with appreciation and admiration that I come before you this morning. My last appearance was in Austin, in November of last year, when we presented our request for a truck reliever route to the west of Big Spring.

Just last Tuesday TxDOT held -- Abilene held a preliminary design conference in Big Spring for the reliever route. And now, so-to-speak, we're on the word, and we're really proud of it. The process is beginning.

This is very encouraging. Our citizens are excited, enthused about the reliever route and the development of Ports to Plains trade corridor, of which the reliever route will be part. So, Big Spring and Howard County salute you for making this a viable project.

Secondly, the commissioners should be commended on their insight and forethought in recognizing the importance of the Ports to Plains trade corridor in West Texas. I sincerely believe this is truly a very significant development and has the tremendous potential for stimulating economic growth from Laredo to the south, to Stratford in the north Panhandle.

Eventually, this will help us reverse or slow down the population drain in major -- to our major cities. Maybe we can keep them down on the farm, so-to-speak.

In closing, I would like to read a quote from the last Ports to Plains summit meeting in Lubbock. This was made by Commissioner Johnson, and it concerns Ports to Plains, and it's titled, "Looking ahead", and it reads: "This route is an investment in our future. It has a regional impact to the state's infrastructure, and has the potential to serve as a crucial trade corridor for Texas and the rest of the country. I applaud the communities along the corridor for their strong, local support of the route."

This is very -- a very thoughtful statement. And, gentlemen, I thank you for your time.

MR. JOHNSON: We have with us this morning, also, several elected officials that we would offer an opportunity to come address the group. I believe Senator Craig Estes is here. Senator, welcome, if you would like to --

SENATOR ESTES: Thank you.

MR. JOHNSON: -- come; and, also, I know that Representatives Bob Hunter, David Counts, and Ric Hardcastle are here, and then a representative from Congressman Stenholm's office and also from Senator Frasier's office.

And if you gentlemen would like to address us, we would be delighted to hear. Welcome.

SENATOR ESTES: Thank you.

MR. JOHNSON: Congratulations.

SENATOR ESTES: I assume I -- I can go first. Is that all right?

MR. JOHNSON: If you will.

SENATOR ESTES: Commissioners, it's a pleasure to be here before you. I've been on that side of the microphone a little bit in my short tenure. It's nice to be on this side.

The governor swore me in on December 10th, so I'm the new kid on the block down in the Texas senate. But as you may know, Senate District 30 is a huge area, 36 counties and half of Abilene. So, it's wonderful for you to be here. Thank you for doing that.

As the senate district is reconfigured, I'll -- I'll lose a lot of the western part of my district, but looking forward to serving the 18 counties that -- that I will be serving, which include seven directly to the west of Fort Worth.

And my district is -- is interesting because it wraps around the Dallas-Fort Worth area from Collin County, Grayson, Denton, Wise, Parker. And these areas, of course, as you know, have lots of growth and lots of problems and lots of needs. And myself and -- and my staff will be very anxious to work with all of you on -- on any -- all of those issues. I won't bring any of them up specifically.

But just as importantly, there are lots of issues in the rural parts of my district, and we'll look forward to working with you on that.

I, on the campaign trail, said many times I thought the governor's plan for -- the long-range plan for the transportation of this state was bold and -- and visionary. And I was thinking this morning, as I trekked down here from Wichita Falls to see you, of the old Chinese proverb, the journey of a thousand miles begins with the first step, so let me propose that we make a start, when the timing is right, somewhere along the interstate between Abilene and -- and Weatherford, which happens to be in Senate District 30, we can pour that first yard of concrete, drive that first spike, maybe we can lay a yard of pipe symbolically for the -- for the start of this.

I'm 48 years old and am just new in a life of public service; and, if this is a 50-year project, I'll be 98. And I want to totter out there with my cane and see that last spike driven. So, be happy to work with you in any way possible.

And just to conclude, at the end of our life, whether it's the end of our public life or at the end of our natural life, let it be said of us that we dream no small dreams; but, also let it be said of us that we did not fail to start making those dreams a reality.

Thank you very much.

REPRESENTATIVE HUNTER: Well, it's great to have Senator Craig Estes down. I would remind you all that before the redistricting, Senator Estes has represented the west part of our city and the west part of Taylor County here, whereas Senator Fraser is representing the east -- I should say the east and Senator Fraser the west. We'll get that straight.

But we made a commitment on the campaign trail with Senator Estes, that even though his district would be reconfigured in quite a new way and he would go down and mess around with the Metroplex, that he would still have to remember Abilene and West Texas, Ric, so we're delighted for that.

Secondly, of course, I would -- I would be remiss in not saying I'm delighted to have Chairman David Counts and Representative Rick Hardcastle here in the district. They are very much a part of our Texas midwest. And -- and this part of our state, as you can see, is very excited about not only what you've done, but what you will do in the future for this part of our world.

I had the privilege of chairing with our colleague, Representative Rene Oliveira of the NAFTA GAT committee, when we were talking about NAFTA and how much that would mean to Texas and the United States and a relationship with Canada and Mexico.

And because I chair the State, Federal, and International Relations Committee now, we've just had hundreds and hundreds and hundreds of visitors from both of these great countries bordering us, and then, of course, from throughout the world in the last eight years or so since I've chaired that committee.

And I will tell you that, among other things, everything that is done, just like this wonderful Frontier Texas project, it benefits our whole state; and, I've been able to see that through NAFTA and all the arrangements we've made.

I would say also that we've got a great array of wonderful, outstanding business and professional leaders here this morning to greet you and to tell you how pleased we are that you have chosen to come to Abilene, and we're looking forward, after Mr. Zachary's marvelous presentation this morning, to your coming back again and meeting here so that we can take you to this Texas Frontier Center, which you helped us get started and -- and been a very vital part of.

I would also tell you that since the -- among other things, as Mr. Williamson probably knows, that comes to our committee in state, federal, international, in addition to the arts and military, veterans' affairs and our -- our history of this state, one of the things is tourism that comes to our committee.

And we're working with all of the tourism, the facets of tourism; and, TxDOT is a very big part of that, as Mike well knows. And his representatives come to our committee often to talk to us about how integral a part the highway commission is, the Texas Transportation Commission, to the tourism of our state and to all parts of our state.

And, so, whether it's east, north, south, or west, your work is just affecting the future of our great state in a tremendous way, especially as it relates to the eco-tourism, the historic tourism, the preservation of our culture, the great advancement of our business world, and the economic development of all these communities.

And as Mr. Zachary pointed out, your work in this regard is an investment for the economic well-being of this part of our state, just as you have done in so many other parts of our state, because it's going to be so important to us.

And I will tell you, in addition to all of the good work that you have done and the work that you have planned, I echo, of course, the mayor and the county judge and what Mr. Jones has told you about what we have envisioned here to help us to handle the terrific impact that the future will hold for NAFTA and our trading partners both north and south.

And I will conclude by telling you that in addition to these wonderful business opportunities, we are a higher education center, as well as an oil and gas and agricultural center here, with our three colleges, the Cisco Junior College, with TSTC offering opportunities here.

And I can tell you that we have a great relationship with TxDOT and Bill Hale and your good associates here. We all know in this room that your appointments were some of the most important that the governor has to make from time to time for the well-being of our state. You have a key role. You're some of the most important people in the state, and we want to -- to tell you and let you know that we want to work with you in every possible way to advance your good work together.

Thank you so much indeed. Appreciate it.

REPRESENTATIVE HARDCASTLE: Thank you. I'm Rick Hardcastle, and I want to welcome you to North Texas, because I actually don't represent any of Abilene, but I have everything from the Metroplex to the caprock that borders the Red River.

We appreciate you bringing these out here in the country. We certainly appreciate you bringing this Austin crowd with you that followed you out here so they can see what the rest of this state looks like. Some of them don't leave their -- their little cubbyholes down there very often.

We appreciate you being here, and we appreciate what you do. I won't spend a lot of time here, because all of you have seen plenty of stuff from my office through some of these projects we're doing. I overlap with five different TxDOT regions because I cover so much of the state.

And your -- your folks do a great job. Everything you do, whether it's in your mission statement or not, has to do with rural development in this part of the state. Because it doesn't matter if it's one of your employees that's out here working and living in one of our small towns, or if it's fixing an old highway, or if it's part of the new transportation plan, it's part of what keeps this part of the state alive; and, the rest of the state can't survive without this part of the state.

So, we appreciate you bringing your meeting out here and hope you have a productive day. Thanks.

MR. WILLIAMSON: Hello, David.

MR. COUNTS: Thank you.

MR. WILLIAMSON: How are you?

MR. COUNTS: Thank you. How are you, Commissioner and Chairman? Ric and I have had some real good battles. In fact, I remember one that we -- that you led us on, and it almost turned into disaster, but you set the groundwork for the future of the highway department of Texas.

You remember when we had the real budget shortfall, and we tried to be innovative, and you came up with the idea that if we would open the window for retirees, that we could get some upper mobility and cut down the high cost of those big -- and we didn't anticipate the mass exodus from the highway department, and we -- we had a small gulp in the road.

But as we look back on it, Ric, it was the right thing to do; and -- and it has proved to put the people in place to get this system up and running and moving, and it was very foresighted on your part to -- to do that. But --

MR. WILLIAMSON: Thank you, David.

MR. COUNTS: -- thank you-all for being here. I -- I do realize you have major problems all over the State of Texas. We have grown so fast. And I appreciate you coming out here and paying a little bit of attention to us, because it seems like the major noise comes from the impacts of traffic jams and around the cities and the Metroplex and -- and around Houston. And -- and they do have a problem, but you've got to divert a little of your attention to us.

And I have worked very diligently with people in Howard County on the -- on the truck reliever route and now working with people in Gainesville for transportation needs that they have. So, in those 26 counties that I've had the opportunity to work with for the last 14 years and in the future, it's -- I wish I could have as much success dealing with water.

As chairman of the Natural Resource Committee, NAFTA is not working as -- NAFTA is a plan, and -- and we're having more trouble. And if you will read the Dallas morning paper this morning, they have got a good article on some of the problems we're having with water not getting to the right place, and it just hasn't rained enough.

But, anyway, thank you-all for being here. Thank you for listening to our concerns. And -- and, like all the others, I hate to follow H.C. Zachary on any program. That guy is phenomenal. I had to follow him when we made a presentation for the Robinson Unit out here on -- on the -- for our prison several years ago, and that wasn't any fun, either.

But thank you-all for being here. Have a great day. Any way my office can help and work with you, just --

MR. WILLIAMSON: David, I haven't paid much attention to the redistricting map. Are you still representing our county?

MR. COUNTS: Yes.

MR. WILLIAMSON: Or will you still represent --

MR. COUNTS: No.

MR. WILLIAMSON: -- our county?

MR. COUNTS: Mister -- Speaker Laney will represent that. He got all of my old district, besides my home county.

MR. WILLIAMSON: Does that mean we don't have to do that reliever route?

MR. COUNTS: No. I think probably -- probably, it needs to be put up a notch, one more notch up. Yeah.

MR. WILLIAMSON: I actually didn't stop the chairman to ask him about redistricting, but rather to take the opportunity, Chairman Johnson, as you know, when a colleague or former colleague appears that -- that I know has been a friend of the department, I don't ever hesitate to point that out. I stay solemn on those that I think haven't been friends to the department.

And I -- I am certain that Senator Estes will be a friend to the department. He appears to be a fine, capable, and talented guy.

And I didn't know Rick as well as I would have liked to because I was leaving about the time he was getting there. But for the record, in -- in Central West Texas, Mr. Hunter and Mr. Counts have been steadfast supporters of transportation in this state. They come from two different political parties, but not much different political ideology.

It would be easy for either of them to take what we consider to be the low road and be critical of all the money that TxDOT spends. They've instead chose to take the high road and advocate that all of that money is an investment in the future of our state. We are a unique state -- state agency.

There is very little opportunity, as former Director Arnold or Burnett will tell you, for us to waste money. 96 percent of what we spend is asphalt, concrete, steel, assistance to communities, and such as that. And -- and the truth is, if you want to invest in the future of your state, you have to have men and women and men like Chairman Hunter and Chairman Counts, and we're very appreciative of what you've done for the department.

MR. COUNTS: Thank you very much. Appreciate those kind words. And you-all have a good meeting. And I have to go with Dr. Hunter to another meeting; but, thank you-all very much for being here. Look forward to working with you.

MR. JOHNSON: Thank you. Jeff or Blake, did you want to add something?

MR. MEADOR: Mr. Chairman, I'm Jeff Meador. I work for Congressman Stenholm, and I just want to extend a welcome to Abilene from Congressman Stenholm.

By coming to Abilene, we know that you recognize the needs of communities west of I-35, and there are a tremendous amount of needs for transportation highways in the Big Country, in the Concho Valley, and other areas of West Texas.

Mr. Stenholm enjoys a good working relationship with US Secretary Norm Mineta and -- and our federal agencies; but, he also appreciates the opportunity to work with you. And as a staff member, I can tell you that it's a pleasure to work with the district engineers in the 17th Congressional District.

I just want to again welcome you to Abilene, and thank you for your service to Texas.

MR. JOHNSON: Thank you.

Jeff, did you -- any other elected officials that I have overlooked?

MR. WILLIAMSON: I think, is there someone with Senator Fraser's office here I thought I saw? I know the Senator is here in spirit if not.

MR. WOODALL: He is here in spirit. The Senator sends his warm greetings. Chairman, Commissioners, good morning.

I think you can tell from the presentations that have been made thus far that we are very proactive in this area of Texas. We're very proud of our city, very proud of our transportation system, and immensely proud of Dyess Air Force Base.

We thank you for the dollars that have been awarded thus far and appreciate your consideration in these projects that have been mentioned this morning. Thanks very much.

MR. WILLIAMSON: Senator Fraser is a true road warrior. He does great battle for the department and the future of the department, and we appreciate it.

MR. WOODALL: Thank you, Commissioners.

MR. JOHNSON: We will now ask our district engineer, Bill Hale, if he would come forward and give us an overview of the Abilene District's activities.

Bill, thank you for being here this morning. But, also, thank you for organizing a wonderful evening last night.

MR. HALE: I appreciate you-all coming out, and I appreciate everything that you-all have done for us. Appreciate the commission, the administration for being out here.

One of the things I wanted to mention is that this is the first time since 1959 that you-all have made a formal visit to Abilene, and I appreciate that. There are a lot of changes that have been made since that time, one of them being that, in that time frame -- I think back then there were 125 minute orders; and, today, you-all have roughly 30 minute orders to approve.

The chairman at the time was Herbert Petry, C.F. Hawn and Hall Woodward were the commissioners, and D.C. Greer was the state official.

Now, one of the biggest changes I wanted to compliment that has happened since then, is back when they changed the name from Texas Highway Department to the State Department of Highway and Public Transportation and then to TxDOT, and I like -- or the Texas Department of Transportation.

And the significance of that is that -- and it hit home when I started hearing about it earlier. We started going by names like dot, TxDOT, ADOT for Arizona Department of Transportation, CalDOT, Cal-Tran, and then Colorado Department of Transportation, CDOT.

And one of our neighbors did not -- decided not to do that, New Mexico. They stayed with New Mexico State Highway Transportation Department. And when we stand up in meetings that they're in, it's always good to hear TxDOT, ADOT; and they still say NMSHTD. So, it's good that we have a department that was progressive enough -- and I think it was Arnold's group that actually took that into consideration, so I'm -- I'm proud that we don't have to go by that name at this time.

Now, there are a few things that I would like to bring up about -- that have changed in Abilene. If you'll look over here, we'll have a few -- few slides that go with it.

First of all, Abilene has 13 counties. It's located all the way out to Big Springs, up to Gail, Jayton, Aspermont, Haskell, Snyder, Roby, Anson, Albany, Baird, Abilene, Sweetwater, and Colorado City.

All these have maintenance sections in them, and there are roughly 260,000 people in our district. That has doubled since about 1959. There are 11,812 square miles in that area that we cover.

In it, there are four area offices; and, these -- and we have the area office concept in our district, and that concept is to try to get closest to the people as we can. We have our engineers strategically located throughout our -- our area.

We have Roy Dill in our Big Spring area office, who -- who covers Borden, Howard, and Mitchell County. We have Mike Molter in our -- in our Snyder office. He takes care of our -- our -- our Kent County, Scurry County, Fisher County, and Nolan County.

Then we have Joe Higgins, who takes care of Hamlin, and it -- it takes care of Stonewall, Haskell, Jones, and Shackelford County. And, finally, we have David Seago, who takes care of our two counties here around Abilene, Callahan County and Taylor County.

Now, with that, we have -- we have a structure that takes care of providing direction. We let them take it to the field, and we have directors that take care of giving direction and support; and, in this, we have the director of administration, the director of construction, the director of maintenance, the director of transportation operations, and the -- which is also our traffic, and then our TP&D, which is our design operations.

With that, we have -- and I'll tell you a little about each one of them. Tim Powers oversees our director of administration. In that, he -- he oversees information systems, accounting, human resources, warehouse, equipment shop, and public information.

Now, he -- he has got several things that are going on at this time; and, I'll mention a few of them. One of them is our area office maintenance management program. We have gone to where we -- in our offices out there, we typically have a design manager and a -- and a construction manager; but, typically, our -- we have maybe four counties out there where each maintenance supervisor comes in and -- and works with it.

I didn't feel like, at the time, that they got the -- the attention they needed. So, what we're doing now, we have a maintenance -- area office maintenance manager who is located in that office; and, he goes out and carries the messages and provides direction and help for the area engineers in those areas.

This is a very good program. Right now it's in a pilot program. It's in the Scurry County office, and it -- it shows a lot of promise at this time.

The next -- the next office -- or initiative they're doing right now is the engineering in training program. When I got to the Abilene District, there were only seven engineers in our district, and that included all those counties we were talking about.

Since I've gotten here, and this was 1999, we've gone up to 29. We have roughly 14 registered engineers, most of them young who have recently got registered; and, we have 15 EITs, engineers in training.

We developed a program -- because I was afraid at the time that our -- our engineers would not get the training, the cross-training they needed to, to become upper mobile in our district, and they get placed in one location.

So, we developed a program based after the Laredo District. Laredo has a good program there. So, we mandated rotations for these young engineers that covers about a four-year program, so they can get all aspects of TxDOT, so that when they do get a little later on in our generation, they will be able to take care of any operation they need to out there. So, that -- that program is very good for our district.

We also are looking at a propane -- one of the initiatives is a consignment of propane. As you know, we're trying to go to cleaner fuels; and, one of the aspects we got into was trying to get propane in our vehicles. We have -- most of the vehicles have propane in them.

And what we did was, instead of storing it on our sites and have a storage problem with it and taking care of it, we've gone out to consignment, where we actually have a vendor provide the tanks at our site. We pay for it as it goes through the pump, just like you would at a store out there. And it -- and it's available at all times, because the stores would close, and we wouldn't be able to use it.

We've gone from 79 percent usage to 90 -- 92 percent usage in our -- our material; and, we're going to go higher, because we haven't gone into all the offices as of yet, but we're in the process of doing that.

The biggest thing, though, is that by doing it this way, we -- we're saving roughly 20 cents a gallon on natural gas or propane. When we're putting it in there, it saves us about $40,000 a year for propane, and I'm proud of our administration for getting that taken care of.

MR. WILLIAMSON: Stop. Kelly Daniel, are you here?

MS. DANIEL: Yes.

MR. WILLIAMSON: I'm sorry. Okay. Would you please, as a personal favor for me -- and I do this for the chairman because the chairman is too much of a gentleman to do it for himself.

One month ago we had a layout of a public program in Austin for our -- what is it?

MR. JOHNSON: Drive Clean Across Texas.

MR. WILLIAMSON: Drive Clean Across Texas. And the program was totally disrupted by an Austin based environmental group led by a lady by the name of Robin Snyder.

MS. DANIEL: Uh-huh.

MR. WILLIAMSON: And the whole basis of her disruption was that the Texas Department of Transportation was the most polluting department of government in Texas.

As a personal favor for me, and we don't know each other personally, I wish you would take note. We're doing this type of thing all across the state. We lead state government in converting to alternative fuels, and we lead the industries of this state by a long shot in converting to alternative fuels.

Which leads me to conclude, that lady - and I hope you're right - either didn't know what she was talking about or had some motive other than standing up for clean air in Texas.

I knew you wouldn't say that for yourself and I couldn't pass up that opportunity.

MR. JOHNSON: Thank you.

MR. HALE: Okay. Appreciate it.

MR. WILLIAMSON: Go ahead, Bill.

MR. HALE: All right. All right. The next section I wanted to brag about a little bit was our director -- our construction operations, our construction section. It's headed up by Paul Hoelscher. He is our director of construction. He oversees our construction records and our laboratory operations.

In his -- in this area, we have roughly 35 projects worth $118 million going on at this time. That's in construction. We also have another 32 million -- 32 jobs worth about $3 and a half million in maintenance that are going on at this time.

MR. WILLIAMSON: Bill, this would be a chance to help out our legislative branch. Would you take that slide back? Now, that under contract, 118 million, that will be spent over about what appropriate time period?

MR. HALE: About -- about a two-year time period.

MR. WILLIAMSON: And then after that, that 118 million, for how many years will that asset last, that it won't have to be maintained, 10, 15?

MR. HALE: Anywhere -- anywhere from 10 -- 10 to 20 years, depending on the type -- we typically go about 10 years on the thing.

MR. WILLIAMSON: So, let's say if it's typically 10, and some goes out to 20, let's say it's maybe a 12- to 14-year asset buy.

MR. HALE: Yes.

MR. WILLIAMSON: So, one -- one way of pointing out, particularly for Senator Estes, who is moving into the process, we're going to spend roughly 9 million a year on construction and we're going to spend roughly 3 million a year maintaining just that.

So, the ratio of maintaining our asset to getting new assets in this area at this particular time is three to one.

MR. HALE: Uh-huh.

MR. WILLIAMSON: And what was it 20 years -- to get to my point, 20 years ago, it was probably 10 to 1, --

MR. HALE: Yeah.

MR. WILLIAMSON: -- 20 to 1?

MR. HALE: Yeah.

MR. WILLIAMSON: The point being, every year the percentage of our money that we have to spend on just maintaining the system goes up and up and up, which means we have less and less to spend on new construction.

Just like your city streets you had to worry about in Wichita Falls, same deal. We face the same problem.

MR. HALE: Well, the next slide right here shows how we're spread out across our district. I want to make sure that it's understood that we -- we spend throughout our district, not in one area. We try -- we try to have those -- that's where the locations are throughout our district that we have projects at this time going.

One of the big projects we have right now, the largest project that was ever let, and you-all will be awarding today in the meeting, is our Winter's Freeway Project, US 83-84. This is the first concrete pavement job in our district. It's roughly 3.2 miles. You drove on it over here on the way over here today.

It's going to have ten inches of concrete. It's going to be widened from four lanes to six. It was roughly $20 million when it was let, which is the largest in our district, of course.

The construction will probably begin around June. And, on this, we have $320,000 worth of potential incentives on this thing to complete this job in two years or less. And that's important, because the next issue I'm going to bring up -- first of all, we've got -- this is the site of where we're talking about right here.

And our own aviation section took that picture. We have an aviation section out here, which we don't know any district that has that. And Steve Roth does the flying for us, so we do that.

Anyway, the next issue brings up the incentive programs that we have. Our district, we have initiatives to speed up our completion of our projects. We've had a lot of complaints about projects dragging on and not getting finished in a timely manner.

We've gone through some methods here in our district to take care of that. We basically use three, because we don't have the road-user costs out here that you would in the Dallas-Fort Worth area; but, we do have the delay that it causes people and the frustration it causes them.

So, we've gone to the method of critical path method, which we've put a critical path and developed a schedule right offhand to make sure we know how it's going to get built. We follow strict guidelines in scheduling during our construction projects, and then we use calendar days with CPM scheduling, milestones and cash incentives like we're talking about right here, to get them to get it done quickly, and it's working out fine.

A good example of this are two projects we've got going, one that has it on there and one that does not. The first one is the Holly overpass right north of town right here. This project had a -- had a very serious accident about a year or so ago, and had several accidents. We -- we have used HES money, which is hazardous elimination money, to go ahead and put this bridge in.

The overpass was started on December 10th. It's currently 41 percent complete. The current time charges are 20 percent, and the estimated completion date is January of 2003, which is roughly 1.1, one year, one month.

Now, on this project, we have calendar day provisions, we have CPM scheduling, two milestones, and an $80,000 cash incentive to get finished in a timely manner; and, they're busting a butt out there to get it taken care of.

As a comparison, on the south of town, we've got a similar overpass, almost the same thing. This project is on US 83. It's a little bit higher because we have some frontage road we're working on out there; but, it's basically the same thing.

MR. WILLIAMSON: Some what?

MR. HALE: Some frontage roads. Well, actually, they're not frontage roads. These are not frontage roads. Let me take that back. These are connectors to get to the...

MR. WILLIAMSON: Okay.

MR. HALE: They're very controlled access frontage roads. And on it, it started on May of 2000. We're currently only 71 percent complete with this project. The time charges, we're about to run out of time. It's 98 percent complete; and, this month, we could run out of time on the thing.

The estimated completion date is July 2002. It's going to be about two point -- a years and three months, it could be even longer. It might be just a little bit longer than that when it's finished. But there is no acceleration provision on that project.

So, you can see real quickly we basically cut in half the amount of work by using some incentives. And when you talk about people's time and money that goes into that, that, to me, is a big improvement; and, I think our people are appreciative in this area of that, when we do that.

MR. WILLIAMSON: Is it the case, Mike, that we're beginning to implement this all across the state?

MR. BEHRENS: Yes, sir.

MR. WILLIAMSON: Good job.

MR. HALE: All right. The next section we have is our maintenance section. This -- this -- our maintenance section is headed up by Brian Crawford. He is a third-generation TxDOT employee. His father was -- occupied the same position back 20 years ago in our district, the same district here.

He -- he is in charge of landscaping, maintenance contracts, safety, and special jobs. And that special jobs includes in-house operations. There we go right here. He provides the direction for our district here. He has done a good job.

Some of the issues that I want to brag on in our district is the Abilene Interstate Maintenance Contract. Now, this contract is a little different from the total maintenance contract they have in Waco and Dallas. The big difference is that we're -- we're bidding -- it's almost like the Houston job. We talked to Houston about how they -- they have taken care of their maintenance contracting.

On this, we're using bid items, and they pay for the bid they actually worked on versus a lump sum operation. It's managed by TxDOT, and not a contractor, which they do there.

The big incentive I see here for this, is that you pay them for the actual work they do. If they're going to go out there and fix some guard fence, we pay them the money to fix that guard fence. If they're going to fix a pothole out there, we pay them to fix that pothole. So, there is an incentive for them to go do that.

On a lump sum, I feel like the problem with that is that their -- their incentive is to do as little work as possible because they get a bigger profit. The less they do, the more money they make on a lump sum.

So, we looked at Houston's operation, and we got their -- their specs and -- and looked into it, and we've tweaked it to where it will fit our district. And it's supposed to be let in July of this year. And when it goes, I feel like this is going to be a good asset.

We're using it to supplement our forces with TxDOT. Basically, our maintenance supervisor will have a resource out there to go to, to do some work out there. And that's -- that's the big benefit I see for this -- this operation, and I -- I want to do this. We have 165 miles of interstate, and I think it will help our sections a whole lot with that.

The next issue that we worked on out of our maintenance section is the recycling and reuse or reclaimed asphalt pavement. This is a section up in Borden County we've done. It's a new section, a new operation of procedure.

We take basic RAP, we mix it with a rejuvenating agent that -- I mean, you hear about all -- all this recycling of RAP. This is a different one, in that we -- we mix it with material. We -- we get it to where you can actually put it through a lay-down machine, and lay it with a lay-down machine, which makes it smoother. And it's almost like regular asphalt. It saves our natural resources.

And the big thing about it, is that by doing it this way, we hauled it from Howard County. We had a big stockpile of RAP. We hauled it from there, up there, and put it down. We were able to do it for $23.6 per ton, versus hot mix coal laid, which you go out and buy regularly which is $34 a ton. There were 10,000 on the project. We saved about $107,000 on this one issue right here, trying to do this work.

The total labor, we did it in-house forces and things like that, we had a savings of about $238,000 on this about $700,000 work that we did out there. So, I was proud of that. I'm proud of the recycling aspect of it, because it reserves our -- our sources here.

Another system -- another area I want to talk about and brag about is the director of transportation operations. He -- he is our traffic person, Roy Wright. He takes care of traffic operations, our striping and signing. You may have noticed, we're replacing signs right now throughout our district.

Aviation, we have one of the only aviation sections outside the Austin area here with Steve Roth; and, we have signals, signs, and building, and grounds. He takes care of these operations and does an excellent job.

Now, the one issue -- you may not know it, but Abilene is working on an intelligent transportation system; and, our ITS systems consists basically of some portable changeable message signs right now. We have four of them.

And the reason we need these four signs is, I don't know if you-all recall the Ranger Hill incident about a year and a half ago where Ranger Hill made national headlines because there is no frontage roads out there, and people, in a snowstorm, got out there and were stranded for a day or so out there.

I got more complaints about that area. And we said -- it was on the radio and the news that you can get in there and talk on this thing and you could listen to it.

Well, they said, "Well, I don't listen to radio. I was listening to my stereo; and, when I went out there, we went right out there and sat all night out there at this location." They said, "You need something realtime out there."

So, we basically -- Ranger Hill is in the Brownwood District. And this is just an example. But people were coming out of Abilene, going to Dallas; and, of course, the first thought is that you should have stayed home, anyway. It was snowing out there. But they didn't do that. So, we needed something to take care of them.

So, we -- our -- our suggestion to the thing is put these changeable message signs out on the outskirts of Abilene, when you're leaving, saying, "Ranger Hill is closed. Use US 180."

And there is a natural bypass about that if they go up to 180. They can go up to 180, go around it, and come around this way. The same thing if 180 had a problem. You go down to Interstate 20.

But by having these available, and we're working with Fort Worth, we're working with Brownwood, we're working with Odessa right now, we're going to develop our ITS system through here. And, mainly, it's an on-time immediate message system.

And when you leave the towns, you can actually either go back home, or you can take a right and go to another detour if you have a closed section up there. Our DPS friends out here have made a big issue of this, as well, said it's really helpful.

What we do want to do, we're going to use some money to get us some permanent signs like they have in the Dallas-Fort Worth area so you'll have them located throughout there, because one of the problems we have with those portable signs is you have to have a four-wheel drive vehicle to get them out there sometimes.

If it's snowing, you take them out there and put them up there; and, if you get it in the right location, you can't get it until it thaws out, because if you get down there and you get stuck trying to pull them out. So, we're -- we're trying to work that issue up right now.

But that's our ITS system, and I -- I feel proud of it. I think we're going to have a real one. It won't be on the same magnitude, probably, as Dallas-Fort Worth; but, it will be a very big magnitude for our district.

Our next one is -- director is Blair Haynie. He is in charge of transportation planning and development. Basically, he is our design expert here. Blair takes care of design, advanced planning and programming, bridges, right of way, and public transportation, which includes the trolly that you-all brought across -- rode in today. We have -- in all 13 counties we have public transportation, including the disabled program and the -- and the elderly -- elderly group that we have coming through there.

Now, letting volume, you can see right here, over the last seven years has improved. Now, last year, we had a record year. We had -- we had over $75 million let in our district. This year, we were planning on going up about $92 million; however, the cash flow issue we got into has dropped us back. We have several jobs on the shelf right now we're waiting to let.

But it looks like, right now, we're going to let about $65 million; and, with that in mind, we'll be -- we'll be in good shape. We still have jobs stockpiled. So, when they get ready to go, we're going to shoot them back up there.

The big issue we have then will be the inspections, so we'll make sure we get that coordinated, as well. So, anyway, that's our letting volume.

Major projects that are unfunded at this time that we're looking at, and you've heard about most of these; but, we have, of course, the Big Spring relief route. We have the Dyess Air Force route, 604 and Clyde, US 83-287 overpass.

This is an -- this is -- this is coming to our office out there. This is I-20. There is a -- it's only 14 foot, 6 inch clearance, and that -- that bridge has been hit about a dozen times out there. When I first got here, it was hit two times in one week. And if it ever hits it really serious enough, it will -- it's going to close down the interstate out there.

So, we've submitted that as a strategic project to send to you-all to put money in to raise those bridges so it will give us some clearance so there won't be a disaster out there on that issue.

And, also, the realignment US 277 up in Haskell. Now, the Big Spring relief route is the one that Big Spring came to you-all on. They came to you back in, I believe it was October. Was it October? November, you-all came in November.

And this project is roughly a $50 million project. It -- we didn't have any money when we went into the thing; but, since that time, we've had some demonstration money put in it. There was $2 million put in there. It moved to a priority one to do some work with. So, we started working on our project.

Instead of $15 million right now, we're working on the first phase, which is the southwest corner right there. We did the project development conference last -- about a week or so ago, and we're going to try to work up a project that goes around the south side.

If you go to the south, up to Interstate 20, you can get on Interstate 20 and bypass -- there is something like 27 interchanges up through Big Springs on 87.

By putting this there, the trucks can go around the outside right there, and the -- it's about $15.5 million would carry to IH 20, go around, and get on 87 again up north and carry on out. Now, ultimately, it's going to cost $50 million to carry from 20, which is that bottom left line there, all the way up to 87 up there.

But we are phasing it to where we can actually get a project out of there, because we have demonstration money right now for it; and, we need to get moving on something on it, and we are doing our plans on the thing at this time.

MR. WILLIAMSON: Bill, let me ask you a question about that. In the last six months, the governor has made a pretty big deal about getting hazardous wastes out of any settled part of the state, not just Dallas or Fort Worth. But I'm not sure the law requires a city smaller than 100,000 to have a hazardous corridor alternative.

Is that correct, Carlos?

MR. LOPEZ: 150,000 is the ratio.

MR. WILLIAMSON: So, a community like Big Spring, isn't required to do that. But could they do that on their own?

MR. LOPEZ: Yes.

MR. WILLIAMSON: They could elect to say, "The state is providing the funds to build this reliever; and, from now on, HC goes this way?"

MR. LOPEZ: (Moving head up and down.)

MR. WILLIAMSON: So, an argument for this might be, get hazardous cargo out of downtown Big Spring, particularly if Big Spring were to tell us formally, "We'll do that if you guys will help us get this done."

MR. HALE: Yeah. All right. Well, that would sure help the situation; because, like I said, there is 27 -- down through the center of town, there is 27 interchanges that have lights or you have to come across an interchange at some point.

MR. WILLIAMSON: Well, I just -- I know Mr. Perry is real focused on getting hazardous wastes out of all Texas communities. That would be, perhaps, a good argument to pass along to your local community leaders in Big Spring, to certify back to us that, "If we can move on this, we will, in turn, assure you that we will require that."

MR. HALE: Okay. Appreciate that.

All right. The next one is -- I already mentioned it, is the 83-87 overpass. This is the overpass that goes out to our office there. That bridge right there has 14 foot, 6 inches clearance; and, it's going to roughly take -- we tried it -- we looked at going underneath it, but there is a flood plane problem out there. So, it floods if you go down lower with the roadway below. So, the only alternative is to bring it up.

Now, it's connected in a bunch of cloverleafs and things; so, to do it is going to cost roughly $7 million, and it's money we didn't have at this time. We could use interstate maintenance money, but it uses -- only $5 million a year for interstate maintenance; so, that -- that makes -- uses all my maintenance money for 165 miles in that one location.

So, we're asking for strategic money. I submit that to you-all. But that will -- it's about $7 million to raise that structure there to keep from having a problem there.

The next issue is the Dyess Air Force Base. You've heard enough about the Dyess; but, it is a high priority in our district right here. This is the location of it. It's basically three phases. One of them is relocate some ramps on I-20 down here to the very bottom at this location.

The big -- the line share of it will be about a $10 million operation to overpass the Union Pacific Railroad there in the middle and go across -- and also remove that one overpass and bring it down to grade level and carry that roadway across there.

And then the other -- the $3 million issue is up there on Military Drive, which is non-state roadway; but, it's a -- it's an access to it. And up in the top right over there is -- are the location of fuel tanks that they ended up filling up with fuel. That's where the -- the location would be.

The main entrance, which is the pedestrian traffic, will still use the main entrance at the very top up there, but this will allow you to separate the cargo from the actual traffic itself.

FM 604, this is the next one. This is one that I think Commissioner Nichols got involved with when he first got in the office there. This is out in Clyde. What this has -- and it was compared to Jacksonville. Apparently, you-all had a situation in Jacksonville similar to this.

On this one case, we had Union Pacific. It -- we have done the plans on this thing. We're about 70 percent complete. What we'll do is straighten out 604. From 604 over to -- you see how it curls around and goes through all parts of it?

Now, the big issue here is, you have divided the town in half, and there is no overpass, there is no grade separation out there. The -- you have emergency vehicles, ambulances, on the south side. You're looking south right here. The fire and police are on the north side.

During in-school hours, a lot of times you have to wait 15 or 20 minutes or 30 minutes for trains to go through town right there; and, people trying to get to school are late, typically, because of that situation.

Now, the -- one of the stipulations that had to occur here was that the city had to close two of the grade crossings, and they also had to provide a connector along their main street, which is FM 18 right there -- or next to FM 18, 1st Street.

They have done that already, so they're taking care of their aspect of it. This is still priority category two -- priority two, status two; and, we need to get it to status one.

The only thing we have left now, really, is we're 30 -- or 70 percent complete with plans. We also need right of way, which we were acquiring until we put a hold on it for a little bit. We'll start back up at the first of this next fiscal year, and then we'll finish acquiring the right of way, and then we're ready to build the thing.

And they're -- they're -- they have done what they need to do. We need to -- I would like to go ahead and finish it out, if we could.

The next issue are enhancement projects. Our town -- or our district has had roughly $10 million in enhancement projects, one of them being in Big Springs. If you'll look at the right, at the hangar project, that was done -- it's hangar 25. They -- there was about a million dollars placed in that, and that's what it looked like when it first started. This is what it looks like now. It's a museum, and it's -- it's -- it's very, very good.

The Shackelford County Courthouse, we've had also the Albany Courthouse. We've had Jones County Courthouse. We've had --

MR. WILLIAMSON: Wait. Wait. Wait. Wait. Shackelford County Courthouse and the Albany City Courthouse?

MR. HALE: The -- the county courthouse.

MR. WILLIAMSON: The Shackelford County Courthouse in Albany? Okay.

MR. HALE: In Albany. I'm sorry, yeah.

MR. WILLIAMSON: Okay. Thank you.

MR. HALE: And then Jones County, which is -- there is a Jones County Courthouse in -- in Anson up here, and they've done the same thing there.

You have the Fort Phantom Visitor Center, Albany Walk-Through History, which is a path, a back path. With Abilene Transportation Museum, which you-all ate across from the museum yesterday, right across the street was that museum that they had right there.

The Fort Griffin Visitors Center; and, they've also put about 1.4 in the Baird Railroad Depot they have there. You-all remember that.

Now, access improvement, we've done quite a bit with access improvement in our district, too. Our basic forum, if you will -- if you will look out here on Winter's Freeway, on the frontage roads out there, we had a project that went and put curb and gutter throughout that whole area. And, basically, it improved the -- the looks of the town. That was what I sold the city on.

But the big issue was that it controlled the access out there. By putting that out there, we were able to put it out there, and put our driveways where they needed to be, so that they won't have people just going on and off where they wanted to. And it worked well there, and they were very receptive to it. It has made a safer facility.

We've done the same thing -- and Joe Higgins has done it up in his section quite -- in almost every major community he has up there. By putting it in Hamlin -- on the left side right there is the Hamlin -- we even used color concrete that matches the Pied Pipers up there, so it's green. That's the reason it's green instead of red.

But, anyway, the curb and gutter right there controls access, but it also makes it ADA compliant, and it improves the downtown look, because a lot of the communities down there didn't have the money to improve downtown.

By putting the curb and gutter, it takes broken concrete or no concrete at all down there and fixes it up like you see on the left right there.

We're doing the same thing over in Stamford, which is being done right now. If you go through there, US 277 going through town right there is being done.

You have the Anson project. If you will go through Anson right now, I think one of the -- a couple of the people have gone through there today. There is a project going around the county courthouse there. It improves the ride out there. We had a poor ride. We've done that, but we've also taken the curb and gutter, and we controlled access to and from those businesses with that.

One we're going to do pretty quick is Albany. And these are all in Joe Higgins' area. He has been very progressive in doing that; and, consequently, the community likes Joe Higgins up there, so he has done pretty good.

But, anyway, the Albany -- Albany is going to be coming up, and you can see how it's kind of broken down over there. And those are the type of things we fix when that happens.

All right. That gives you a brief overview. I don't have anything -- anything else to say. I would like to say that if you have any questions, I would like for you to ask them to me. I hope you don't ask too many, because I need to pee so bad my calf muscles are cramping up. But if you want to ask me some questions, I'll -- I'll entertain your questions.

MR. JOHNSON: Do you have any questions?

MR. NICHOLS: One of the projects you were talking about earlier, I think it was on Highway 83, where you had the acceleration, or was it 80 --

MR. HALE: 83?

MR. NICHOLS: Yeah, I think it was 83, where you had used the incentive program?

MR. HALE: Yes, the incentive program. Yes.

MR. NICHOLS: Did you say that that was funded through the HES program?

MR. HALE: Yes, we used that hazardous -- we had to supplement --

MR. NICHOLS: Hazardous elimination program.

MR. HALE: Elimination program. I supplemented a little bit of it because it didn't cover the whole thing. But it took about 90 percent of the money from the hazardous elimination.

MR. NICHOLS: But that's scored -- okay. For people that don't know, we take projects around the state that have probably a higher safety --

MR. HALE: Yes.

MR. NICHOLS: -- problem than other areas, and we rank them, and we score them. We have a special fund of money to go to that. That's a statewide ranking fund.

And, so, we make sure that we have money going to knock out -- improve areas that have public safety -- unusual situations. And the commission, I think, has continued to actually increase the funding in that category.

MR. HALE: Well, it has helped us a lot here, because, yeah, that one and both of those projects I showed up there are HES funded projects.

MR. NICHOLS: I just wanted to double-check that. Thanks.

MR. WILLIAMSON: Good job. Excellent job, Bill.

MR. JOHNSON: Did you have anything else?

MR. WILLIAMSON: No.

MR. JOHNSON: Bill, I want to laud you on a few things, one, the use of some innovations like your RAP program, recycled asphalt pavement. I think that's a step in the right direction. Your pressing on the alternative fuels, I think is also a great step and a good example for all TxDOT districts.

You know, learning cross-pollinating with the other TxDOT districts, you mentioned the maintenance -- way that maintenance contracts are handled in the Houston area and learning from that; and, hopefully, it will be beneficial for you, and then your effort to communicate with the users of the system. You mentioned Ranger Hill.

MR. HALE: Yeah.

MR. JOHNSON: That's so important to let people know what is going on. I think everybody in this room, whether you're a traveler, or whatever circumstance, you sort of want to know what is going on.

And I think we need to bend over backwards as a department, and I salute you for making the efforts endeavoring to communicate as best we can to the users of the system.

MR. HALE: I appreciate that, and I appreciate you-all coming out here. And I hope -- hope to see you-all in the next -- sometime in the next 43 years.

MR. JOHNSON: Well, as long as it's not 43 years or whatever the -- the time.

MR. HALE: Yeah. Appreciate it.

MR. JOHNSON: Thanks so much.

MR. HALE: Thank you.

MR. JOHNSON: What we're going to do, we have a resolution that we want to enter into the record; and, then, after that, we will take a brief recess for those that need to get back to commerce and industry, or whatever. They can utilize that time to do that, and then we'll reconvene our meeting and go through our normal agenda items at that time.

But to let you know the -- what the context of the resolution is, obviously, September the 11th of last year changed everybody's lives. But what some people didn't realize, that four short days later, the Queen Isabella Causeway in South Texas in the Pharr District was struck by a barge and tug boat, and a 400-foot section was knocked into the intercoastal waterway.

That causeway was put out of service. And when you're captive like the residents and merchants of South Padre Island, it created a lot of difficulty for them.

Our Pharr District and Amadeo Saenz, who is here today, was the district engineer at the time. Not only did they leap into action, but everything they did was almost of heroic proportions in terms of getting ferry vessels down there to ferry traffic back and forth, to the entering into a contract with Williams Brothers to rebuild that section that was knocked into the waters of the intercoastal canal.

And in November -- I believe it was put back in service on November the 25th; is that right?

MR. BEHRENS: I believe before that.

MR. JOHNSON: It was at least a month early. And a response like that, which is so critical not only to the area, but it's -- to that part of the state, these people deserve much more than a resolution; but, unfortunately, all we can do for them is -- is give them a resolution.

I would like to read parts of what we propose to adopt. It goes like this: "Whereas the Queen Isabella Causeway was struck by a barge early on the morning of September 15th, 2001, causing three spans of the two-and-a-half million -- two-and-a-half mile bridge to collapse, and tragically killing eight people.

"And, whereas, within hours, a team of experts was assembled, critical decisions were made, and an emergency contract was awarded to Williams Brothers, Inc.

"And, whereas, reconstruction officially began on September the 27th. And working side-by-side and almost around the clock, the employees of the Pharr District and Williams Brothers repaired the bridge in an astonishing 55 days.

"And, whereas, on November the 21st, 2001, the spans of the Queen Isabella Causeway were replaced and the causeway was reopened to the public.

"Now, therefore, be it resolved that the Texas Transportation Commission is proud to recognize the key elements of this successful partnering effort by the Pharr District and Williams Brothers, Inc."

And it will be signed this 25th day of April, 2002, and if one of my colleagues would place a motion for the adoption of that resolution, we'll take --

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

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

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

Thank you, Amadeo. Please -- I know that if anybody in the room has any questions, you will be delighted to answer them. But what a job you and your colleagues in the Pharr District did to make the best out of a very tragic situation. We're all grateful.

MR. SAENZ: Thank you, sir. Really, it was -- it was a joint effort by everyone that worked on that project, both the people from TxDOT, not only from Pharr, but we had a lot of help from other districts, from the divisions.

Of course, the contractor, he was local. But everyone that worked on that project knew that there was no -- no time for failure, and every decision had to be made quickly, and we had to move forward.

So, it was a very -- it was an enjoyable project. It's a tragedy that happened, but it was an enjoyable project to see get done and get it done so quickly. Thank you.

MR. JOHNSON: Great. I think it -- hopefully, it typifies the fiber and fabric of TxDOT districts across the state. Hopefully, none of the others will have to face a challenge in an extraordinary circumstance like that; but, I know that every district is ready to respond.

We will present copies of the resolution to Williams Brothers and also the employees of the Pharr District at a later date.

And at this time, we will take a brief recess, and we will reconvene in five minutes or so and go about our normal agenda. Thank you.

(Recess from 10:28 to 10:45.)

MR. JOHNSON: We shall reconvene the meeting of the Texas Transportation Commission.

I believe the first item on the agenda is the approval of the minutes from our most recent meeting on March the 28th.

MR. WILLIAMSON: So moved.

MR. NICHOLS: Second.

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

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

Mr. Behrens, I believe that we will turn the meeting over to -- to you for the rest of the agenda.

MR. BEHRENS: Thank you, Mr. Chairman. We'll start our business off with item three under Public Transportation to be presented by Margot Massey. She will have two minute orders to bring before the commission.

MS. MASSEY: Good morning. I'm Margot Massey of the Public Transportation Division. The first item we have for you today is an award of 75,000 in federal intercity bus funds to complete a facility, an intermodal terminal in Sherman. We recommend your approval of this minute order.

MR. WILLIAMSON: So moved.

MR. JOHNSON: Second.

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

(A chorus of ayes.)

MR. JOHNSON: Motion carries. Thank you.

MS. MASSEY: The second item is somewhat complicated. That's probably an understatement. We're asking your approval of $134,163 in federal transit funds that come through the rural program; and, of that, a portion is designated for strategic priorities, which can include such things as expansion, but it also has a provision in there for addressing funding anomalies.

We have a funding anomaly, in that one of our state appropriation sources has developed a large hole in it. The oil overcharge funding, we were appropriated a million dollars, and we will get roughly a third of that, we've been told.

So, we're asking your approval of these federal transit funds to address that shortfall on -- on the rural side.

MR. JOHNSON: And the amount of money is $650,000; is that --

MS. MASSEY: That is -- that is the -- the shortfall on the oil overcharge funding, the -- of which the rural systems get 65 percent.

MR. JOHNSON: Any questions?

MR. WILLIAMSON: Yeah, one question, Mr. Chairman. Not about how you so artfully designed the funding scheme to be legal and ethical and also solve the problems; but, it's more about the radio, Margot, and it's not about the money we're spending.

MS. MASSEY: Oh, I'm sorry. Yes. I forgot that.

MR. WILLIAMSON: But during the last legislative session, most of my -- not all, but most of the legislative leadership seemed to be concerned about whether or not we were leading in our traditional fashion the charge to try to blend the communication systems with other state agencies, in particular the DPS.

And when I read through and when Mary Anne briefed me on this last week, one of the things that leapt into my mind, if we help local organizations such as the East Texas Council of Government buy communication systems, do we ever ask of ourselves of them to what extent they attempt to blend their communication systems with other units of government? Not that we should. I'm just curious about it.

MS. MASSEY: Yes, we do. And -- and that tends to be something that must happen because of the way frequencies and -- and those kinds of technical issues have to be resolved at a local level.

MR. WILLIAMSON: Thank you.

MS. MASSEY: That -- that happens.

MR. WILLIAMSON: That answers my question. I just wanted to be sure that we heard what the legislator asked of us and we're trying to do that.

MS. MASSEY: Yes, sir.

MR. NICHOLS: I have a couple of questions. We took action last month on some of the funding items related to transit.

MS. MASSEY: Yes, sir.

MR. NICHOLS: Okay. And now we're taking action again 30 days later on some of the different -- trying to readjust for a shortfall from the state on an overcharge.

I am concerned to make sure that we are not shifting highway funds, the funds that can be used on these roadways, that are constitutionally required for the roadways, over to transit.

MS. MASSEY: No, sir.

MR. NICHOLS: And I was asking some of those questions that I was a little confused on the answer.

MS. MASSEY: No, sir, we are not.

MR. NICHOLS: Okay.

MS. MASSEY: These are federal transit administration --

MR. NICHOLS: Okay.

MS. MASSEY: -- funds.

MR. NICHOLS: The shortfall, prior to receiving the overcharge funds from the -- from appropriations, the transit system was already short, because I remember --

MS. MASSEY: Yes, sir.

MR. NICHOLS: -- last year and the year before it was nip and tuck and the strategic priority portion was used to help fill in some gaps where, in some areas, because of the formula, became shorted.

Now we have a $650,000 shortfall. We still are not adding to the pot, then. In other words, there is a $650,000 shortfall, and you're shifting strategic priority funds to help fill that gap, which is going to leave a different gap in a different area; is that right?

MS. MASSEY: Well, it -- the -- the funds we're talking about, the -- the federal strategic priority funds, the transit strategic priority funds, typically, in the past, they have been used for items that fall outside the -- the parameters of the formula program or within the -- the funding constraints.

That tends to be where we would see major construction projects of facilities if they didn't fit in another category of funding or expansion efforts that we have done in the past.

We don't have that kind of -- we really don't have that latitude this biennium because the appropriation for this biennium in state funding was 12 percent less than in the previous biennium. So, that was the real big starting gap, and there is no way to plug that.

What we are faced with now is funds that were appropriated to us are not available and will not be available. So, we have -- on top of the 12 percent reduction starting into the biennium in state funding, we now have a further reduction in what was actually appropriated to us.

MR. NICHOLS: Are we taking, then -- whereas these strategic priority funds, a lot of them were used for more capital items, fixing up a station or buying equipment or something.

MS. MASSEY: Yes, sir.

MR. NICHOLS: We're reducing that budget and shifting it over to operations?

MS. MASSEY: Yes, sir. Yes, sir.

MR. NICHOLS: Okay. And there is not enough money for all these systems to operate; but, we're still investing to crank up and open up more systems?

MS. MASSEY: We have very few areas of the state which do not have general public service now. So, the need for expansion is not as great as it had been in the past. That's one of the eligible expenses under this -- this category of funding.

We do have one opportunity that -- that we are reserving some funds for in Johnson County.

MR. NICHOLS: All right.

MS. MASSEY: But that's the only one.

MR. NICHOLS: So, this action only moves transit funds from one category to another?

MS. MASSEY: Yes, sir.

MR. NICHOLS: All right. We -- I know you and I have had this conversation before. It seems like every month, or every -- at least every other month, almost every month, we take some action in a minute order related to moving funds inside the transit program one way or the other.

And I know you've got several different federal categories that you work with, and I remember you showing me a -- a -- a format that went out a year or two years, like on the appropriation process, where it would make -- I was hoping that we could get to a point where we could take an action for a bigger period of time --

MS. MASSEY: Uh-huh.

MR. NICHOLS: -- so we could look at the bigger picture as opposed to monthly adjustments.

And I would encourage the administration to work with the transit division to see what we can do to --

MS. MASSEY: Yes, sir.

MR. NICHOLS: -- encourage you-all to try to do that.

Because it is real confusing to me, every month, us making some adjustment, because we just got through making adjustments to this last month. Okay.

MR. JOHNSON: We have an action item before us. Is there a motion to approve?

MR. NICHOLS: I'll move.

MR. WILLIAMSON: Second.

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

(A chorus of ayes.)

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

MS. MASSEY: Thank you.

MR. BEHRENS: We'll move to item 4-a, our rules for proposed adoption. Carlton Bernhard from the Right of Way Division will present this.

MR. BERNHARD: Good morning. For the record, I'm Carlton Bernhard of TxDOT's Right of Way Division. This minute order proposes to repeal Sections 21.600 to 21.606 of the Texas Administrative Code and the adoption of new sections, 21.600 to 21.606 for leasing of highway assets.

The rules have been revised to be consistent with current statutes, to reflect current organizational structure within TxDOT, and to provide for more efficient leasing process, and we recommend approval of the minute order.

MR. WILLIAMSON: I'm going to so move in a moment, Mr. Chairman. But could I ask a right of way question while we have him on the hot seat?

MR. JOHNSON: Please.

MR. WILLIAMSON: In the last few days, I've had some conversations with some, interested in the transportation world, about the cost of right of way for State Highway 121 in Denton County and certain condemnation proceedings that have occurred in the past months.

Are you familiar with any of that?

MR. BERNHARD: I'm sorry, I'm not.

MR. WILLIAMSON: Is John Campbell here today?

MR. BERNHARD: He is not. He is at --

MR. WILLIAMSON: Are you it?

MR. BERNHARD: I am it, yes, sir.

MR. WILLIAMSON: Then, I guess I won't ask that question on the record.

So, move, Mr. Chairman.

MR. NICHOLS: Second.

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

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

MR. WILLIAMSON: Lucky, lucky.

MR. BEHRENS: Item 4-b, rules for final adoption pertaining to Green Ribbon Projects, Amadeo.

MR. SAENZ: Good morning, Chairman, Commissioners, Mr. Behrens. I'm Amadeo Saenz, assistant executive director of engineering operations.

The minute order we have before you for your consideration today proposes final adoption of new sections 11.100 through 11.103 to the Texas -- to the department's design policy contained in Title 43, Part 1, of the Texas Administrative Code.

The rules were proposed in our January 31st meeting of this -- this year, and we went through a public comment period, no comments were received. The comment period ended on March 29th.

The staff recommends approval of this final minute order, final adoption for these new sections.

MR. WILLIAMSON: Question.

MR. JOHNSON: Question.

MR. WILLIAMSON: This is -- seemingly has the most interest from Chairman Johnson's hometown, north Lufkin, I think. Are we comfortable that we've given people who live in that part of the world enough notice that we're making these changes that, were there to be some concern, we would have heard about it?

MR. SAENZ: Yes. I think we've -- we've covered it, and we've had ample time for them to have provided any comments.

MR. WILLIAMSON: Okay. So move.

MR. NICHOLS: Second.

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

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

MR. SAENZ: Thank you.

MR. BEHRENS: Item 4-c, ask Carlton to come back up here. This will be for rule -- rule review for land acquisition procedures.

MR. BERNHARD: Again, for the record, I'm Carlton Bernhard with TxDOT's Right of Way Division. Both sets of those rules were recently revised and finally adopted, the acquisition rules this past December, the relocation rules in February; and, therefore, we propose -- we recommend readoption of these rules at this time.

MR. WILLIAMSON: So move.

MR. NICHOLS: Second.

MR. JOHNSON: Did you want to ask Carlton the same question?

MR. WILLIAMSON: I'll wait and get John.

MR. JOHNSON: Okay. There is a motion and a second. All in favor signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

MR. BEHRENS: Jim Randall will present two minute orders under item 5, Transportation Planning, be for Harris County and also for the Border Colonia Access Program.

MR. RANDALL: Good morning, Jim Randall, director of Transportation Planning and Program Division. Item 5-a, Section 15.52 of the Texas Administrative Code authorized certain local governments, including counties, to contract for the design and construction of an improvement to the state highway system other than a project to improve freeway main lines on the state highway system.

Pursuant to that authority, a locally performed and managed state highway improvement project must be authorized by the commission and the current Unified Transportation Program or by a specific minute order.

Harris County, acting by and through the Harris County Toll Road Authority, plans to extend their Fort Bend Parkway, a toll facility from West Belfort to Beltway 8, a distance of approximately five miles.

The planned turnpike project will cross the state highway system at US 90A. The county has requested approval to fund, design, and construct the interchange on the state highway system at US 90A.

The minute order presented for your consideration authorizes, in accordance with 43 TAC, Section 15.528-B, a project to construct an interchange at this location. With approval of this minute order, the department will review the schematic drawings, and the plans, specifications, and estimates for the project, which will be designed to construction -- construct in accordance with all department standards and policies.

Staff recommends approval of this minute order.

MR. JOHNSON: Any questions?

MR. NICHOLS: Anyone here from Fort Bend?

MR. JOHNSON: I don't see anybody.

MR. NICHOLS: I was just going to say that I think this is great. They're going out, creating -- expanding, in effect, the turnpike system down there, bringing another county in it, and making dramatic improvements in the transportation system, without really a cost to the state.

So with that, I will just so move.

MR. WILLIAMSON: And I second your remarks and second the motion.

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

(A chorus of ayes.)

MR. JOHNSON: Motion carries. Thanks, Jim.

MR. RANDALL: Item 5-b, this minute order approves projects for the competitive portion of the first program call of the Border Colonia Access Program. Minute Order 108813, dated February 28th, 2002, approved the allocation portion of the first program call.

A supplemental minute order was approved on March 28th, 2002, to add projects and amend previously approved projects to correctly reflect the approved funds.

The competitive portion of the first program call is $25 million, plus any funds remaining from the allocation portion of the first program call.

Exhibit A lists the projects to be approved at a cost of $25,272,657. Upon passage of this minute order, the total amount authorized for the first program call will be $50 million. Agreements between the department and the counties will be executed after the Texas Public Finance Authority has issued the bonds.

Staff recommends approval of this minute order.

MR. JOHNSON: Questions?

MR. NICHOLS: So move.

MR. WILLIAMSON: Second.

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

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

MR. BEHRENS: Item six will be our state infrastructure bank items. There will be two of those presented by James.

MR. BASS: Good morning. For the record, I'm James Bass with the department's Finance Division. Item 6-a seeks your preliminary approval of a loan to Taylor County in the amount of just under $558,000 to fund the right of way acquisition and utility relocation on FM 204, otherwise known as Clark Road, from US 83 to FM 1750 just south of Abilene.

The construction of FM 204 will replace an existing county road with a new farm to market road, and staff would recommend your approval so that we may begin negotiations.

MR. JOHNSON: We have one speaker signed up, Commissioner Statler from Taylor County. Would you like to say something? We're glad that you're here.

MR. STATLER: If I may, please. Thank you, Mr. Chairman, Commissioners. I appreciate you-all coming to Abilene.

The FM 204 project, also County Road 147, better known as Clark Road, came to the attention -- the request for transition to an upgrade came to the attention of the commissioners' court of Taylor County in 1992 by virtue of a petition.

The residents of that area wanted a road upgrade, and the commissioners' court joined with Texas Department of Transportation at that time to develop plans to upgrade the road.

Currently, there are eight housing subdivisions that feed into this road on daily transportation; and, what we are requesting is that you give fullest consideration to the request for the state infrastructure bank loan for this.

We would also like to say thank you to Bill Hale and his staff for working with us on this project, and we feel like this is a necessary project, and I'm here to answer any questions that you might have this morning.

MR. JOHNSON: Any questions of the commissioner?

MR. NICHOLS: Did -- did the commissioners each cosign the note? No. I'm kidding.

MR. STATLER: Well, what -- what I'll do, since our senior member of our court, Jack Turner is here, we're going to just let him sign for all of us.

MR. JOHNSON: Only if the project is in your district is the commissioner --

MR. NICHOLS: No, I was just kidding.

MR. JOHNSON: -- obligated to sign.

MR. NICHOLS: You know, we talk about tools and things the legislature does sometimes to help us. And when the legislature, and the federal government, set up -- allowed us to set up this state infrastructure bank, it was to help situations like this.

We've got a great working relationship between Taylor County and the department where, by utilizing that SIB, we're able to -- you're able to help us advance a project without putting a big dent in your budget in one particular year and allowing you a chance to spread it out, get the people moving, and all that. So, it's great.

MR. STATLER: Funding for the right of way acquisition and utility movements would put a considerable budget strain on our county, and being able to attach ourselves to this loan would be of benefit to us and also would help this project progress.

Since becoming a commissioner of this precinct in 1999, we've conducted the necessary public hearings. In fact, we've conducted two more than were required by law because we wanted to get fullest citizen input. And we believe that the -- the people in this area are supportive of this project, and we're ready to go.

We would just like to, once again, ask that you give fullest consideration to this request.

MR. JOHNSON: Thank you.

MR. STATLER: Thank you for your time.

MR. NICHOLS: So move.

MR. WILLIAMSON: Second.

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

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

MR. BASS: The second item, agenda item 6-b, requests your final approval of a loan to the Round Rock Transportation System Development Corporation in the amount of 15 million to fund the acquisition of right of way and the relocation of utilities needed to construct State Highway 45.

This $15 million is in addition to an earlier $16 million loan on the subject project and would be handled as a separate loan. Interest will accrue from the date funds are transferred from the SIB at a rate of 4.5 percent, with payments being made over a period of 20 years, and staff would recommend your approval.

MR. WILLIAMSON: I have a couple of questions on that.

MR. JOHNSON: Question.

MR. WILLIAMSON: To either James or, perhaps, to Mike, let's say we approve this, going ahead and negotiating, and for whatever reason, later in the day or a month from now or two months from now we decide that the State Highway 45 or 130 isn't possible after all.

By authorizing we move forward now, do we put ourselves in a bad spot?

MR. BASS: I'm not sure I understand -- fully understand your question. There is an existing loan already on that project; but, if there were a risk, then this would, I guess, potentially be increasing that risk.

MR. WILLIAMSON: Would it be my -- I guess another way of asking the question, I apologize for it being too general.

Is another way of asking the question, should we be negotiating these loans if we think that there might be some reason that State Highway 45 won't -- won't be carried forward, or are we comfortable that that's okay to go ahead and do that?

MR. BEHRENS: I think, because we have looked at all of those Central Texas projects, basically, that they have to all exist eventually. In other words, 45 needs to be there to make 130.

MR. WILLIAMSON: So, whether we go through with 130 or not, we need to do this?

MR. BEHRENS: Yes, sir.

MR. WILLIAMSON: Okay. That answered my question. Thank you.

MR. JOHNSON: Do you have anything, Robert?

MR. NICHOLS: No. So move.

MR. JOHNSON: Question, --

MR. NICHOLS: Oh, sorry.

MR. JOHNSON: -- James.

MR. WILLIAMSON: Back up.

MR. JOHNSON: I notice that there is -- at least on the sheet that I have, there is no rating by Standard & Poors, just by Moody's. Is -- is there a second rating --

MR. BASS: Not that I'm --

MR. JOHNSON: -- of credit quality?

MR. BASS: -- aware of that we received in the -- in the SIB office. If there is someone here from the city's financial department, they could probably answer that.

MR. KIMBALL: Thank you, Mr. Bass. Yes, in fact --

MR. JOHNSON: Would you identify yourself for the record, please?

MR. KIMBALL: Excuse me.

MR. JOHNSON: Thanks.

MR. KIMBALL: I'm Garry Kimball with First Southwest Company, the city's financial advisory firm. And, indeed, there is both S & P and Moody's and a Fitch that are all A plus.

MR. JOHNSON: Okay. Great.

MR. WILLIAMSON: Thanks for asking that question, because that reminded me I had two questions.

MR. JOHNSON: Okay.

MR. WILLIAMSON: I forgot about what the other one was. On the 4-and-a-half percent interest rate, James, --

MR. BASS: Uh-huh.

MR. WILLIAMSON: -- just generally, because -- because I'm beginning to see a lot more SIB applications start to come through, do we attempt to differentiate between the quality of loans and the interest rates between different parts of the state and for different projects?

MR. BASS: Yes. And in -- in some cases, more of a discount. It will be the inverse of a normal banking institution in those entities that may have a more difficult time and a more difficult credit rating. SIB might actually offer additional discounts for market rates to those individuals.

Another concern that must be balanced against that is, by state statute, the portfolio of the state infrastructure bank must maintain investment grade ratings. So, we need a balance. If we are to help out those entities that have trouble and perhaps not an A plus credit rating, we must also have some that do have that, so we can balance out those loans, so the overall --

MR. WILLIAMSON: So -- so, it wouldn't be unusual for us to consider in the past, or consider in the future, a lower or a higher interest rate for a different part of the state for different reasons?

MR. BASS: Correct.

MR. WILLIAMSON: For example, to balance out a portfolio, we might have a not necessarily willing debtor who is willing to take on some debt if the interest rate is low enough to help balance out to the A plus side, if we had somebody that would be A plus?

MR. BASS: Correct. And then, also, what gets figured into that is the importance of the overall project to the -- to the state and also to the region, how important that project is to the department, to be able to move forward with the entity's existing debt structure.

MR. WILLIAMSON: Okay. Thank you.

MR. JOHNSON: I believe Mr. Nichols has moved; is that correct?

MR. WILLIAMSON: And I have seconded.

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

(A chorus of ayes.)

MR. JOHNSON: Motion carries. Thank you.

MR. BEHRENS: Item 7, the Texas Turnpike Authority will present three minute orders, all pertaining to State Highway 130, first minute order being one that is probably a milestone for TxDOT.

MR. RUSSELL: Thanks, Mike. Good morning, Commissioners, Mike, and Helen. For the record, my name is Phillip Russell, director of the Texas Turnpike Authority Division.

The minute order before you would approve and designate six different issues that are associated with State Highway 130. I'll spend just a second on each one of those issues.

First off, the -- the minute order would approve the staff's determination that Lone Star Industries, their proposal, represents the best long-term value for the State of Texas for the design and construction and maintenance of State Highway 130.

As everybody is aware, over the past couple of years, the department has spent a great deal of time working for an exclusive development agreement on State Highway 130. Particularly, over the last year, we have really focused and intensified our efforts, working with three consortiums through this exclusive development agreement process.

On February 4th of this year, we received proposals from each one of the three consortiums, Lone Star Industries, Four Rivers Developers, and Texas Corridor Constructors. These were very large proposals that were delivered to our office that -- that covered, really, a turnkey project from design, right of way acquisition, construction, and long-term maintenance.

We assembled a staff of transportation experts from various districts divisions, as well as a lot of nationally-known private sector transportation experts.

The proposals were reviewed in several different areas and analyzed very closely. Ultimately, the scoring for each proposal came down to the proposer's cost to complete the project, their time for completion, and the technical merits of their proposal.

Those numbers were factored into a formula whereby 85 percent of their score was attributed towards the cost and the time of construction, and the other 15 percent was attributed to the typical merits of their individual proposals. The scores were normalized through the -- through the formula itself.

Following that determination or that calculation, the results were that Lone Star Industries achieved a score of 99.87, Four Rivers Developers received a score of 95.80, and Trans -- or Texas Corridor Constructors received a score of 84.78.

Based on this determination, staff's recommendation is that LSI is the best long-term value to the state.

The other elements, number two, this minute order would also authorize the department to complete those discussions with LSI in order to finalize the exclusive development agreement.

Third, this minute order would award the EDA to LSI effective upon the completion of several technical elements.

Fourth, the minute order would designate State Highway 130 as a controlled access facility.

Fifth, the minute order would approve the location of State Highway 130. This is a statutory requirement under the Transportation Code 361. And, finally, also a requirement of 361, this minute order, should you approve it, would designate State Highway 130 as a turnpike project.

A long and lengthy minute order. I'll be happy to try to address any comments or questions you would have.

MR. WILLIAMSON: Now, Mr. Chairman, is this the minute order that, communicated through staff, we all agreed was -- was really not appropriate at this time, and we decided that we can't afford to pay for this project?

MR. JOHNSON: This, perhaps, might be it.

MR. WILLIAMSON: Is this the one, Mr. Nichols, that we need to pass on for a few months until we can get our cash flow in better shape?

MR. NICHOLS: Is this April?

MR. WILLIAMSON: It's April. It's April 1st?

MR. JOHNSON: We do have somebody that would like to speak on this project.

MR. WILLIAMSON: Well, maybe they can change our minds.

MR. JOHNSON: Okay. Mark Hazelwood, who is the president and CEO of the Greater Austin Chamber. We hope you didn't make this journey in vain.

MR. WILLIAMSON: You may wish you had brought Neal with you, because he probably would have been the only one that might could have changed our minds.

MR. HAZELWOOD: Well, first of all, Chairman Johnson, and Commissioners Nichols, Williamson, and Executive Director Behrens. Thank you for allowing me to come today.

My name is Mark Hazelwood. I'm the President and CEO of the Greater Austin Chamber. I'm here today in support of the discussion that has already ensued with regard to agenda item 7-a, but actually am supporting item 7-a, b, and c, and am doing so on behalf, not only of the several thousand businesses, civic, education, and other organizations that are part of the chamber, but a number of other organizations that have banded together, collaborated in working with the citizens of Austin and the Central Texas region on this very important transportation project.

One of the things that I was wondering how to handle, without seeming presumptuous, is to thank you for your leadership and support and for taking --

MR. WILLIAMSON: Don't do that, yet.

MR. HAZELWOOD: -- a fond assessment of this. But I won't do that.

What I would like to actually say is that we are highly supportive of this. It is a very important project to help alleviate the transportation problems that have ensued following increased trade between Mexico and the United States, and also the tremendous transportation mobility and congestion related issues that have arose -- has arisen as a result of significant growth and population over the last decade in Austin and Central Texas.

I would like to say that, in our dealings with the Texas Transportation Commission, that we've been extremely impressed with the diligence and the support and leadership that has been demonstrated. Regardless of how you come out on these projects, although I'm reasonably confident that they may be favorably looked upon because of their importance and the leadership that you've already demonstrated on these, I would like to just thank you, because I know that you have spent a tremendous amount of time and effort in working on these projects.

We know that they're complex and large in scope, but also complex in design and financing and costs. I would like to especially thank Commissioner Nichols for the patience and time that he has taken to explain to us in great detail how this needs to come together.

And we also recognize that you have expected to see from us a response to some of the challenges that remain. And if these projects are approved, you have our commitment to work diligently to address the funding timing issues, as well as coming up with additional resources to help support this project financially.

We also recognize that outside the scope of what is being acted on today, that there is an expectation that our region will take up and will help address the problems associated with US Highway 183-A, and you have our commitment to do that.

And, so, in response to Commissioner Williamson's questions, we are highly supportive of these projects. We hope that you will favorably look upon them. But regardless of what you do, actually, you have spent a tremendous amount of time working with us, and we greatly appreciate it.

And, so, thank you very much.

MR. WILLIAMSON: He is no fun.

MR. JOHNSON: Well, perhaps we ought to reconsider and move -- move forward, then.

MR. WILLIAMSON: I guess we should. Can't do an April Fools joke on April 26th -- 27th.

MR. JOHNSON: Any -- any questions, Phil, or comments?

MR. NICHOLS: I actually had a few comments, or maybe -- it may even turn to a question. On -- just for the record and while everyone is here, on these formulas, since this was a nontraditional type of proposing --

MR. RUSSELL: Right.

MR. NICHOLS: -- that the department did, the use of exclusive development award, the -- rather than having a bid opening where everybody gets to see everybody's low bid, which traditionally everybody is used to, this goes to a scoring, as you were explaining, and -- and -- and a formula in how these different pieces are all rated.

The formulas and -- and the rating for each of these pieces, all the proposers were aware of ahead of time?

MR. RUSSELL: That's right.

MR. NICHOLS: Okay. So, they each knew that each increment, whether it was time based or dollar based or technical based, knew what the weigh-in of those would be --

MR. RUSSELL: Yes, sir.

MR. NICHOLS: -- in the final -- okay. The -- I know that at some point there is a lot of interest from the proposers who have not ranked the highest, who were not recommended, in seeing the detail of that work; and, if I was them, I would want to, also.

And, you know, this is an open government. It's a lot of money. A lot of people are very interested in this, in filing documents and things like that.

At a point, I want to make sure that we, as a department, openly show this information to everybody involved, anybody, whether they're a proposer or a non-proposer who is curious how this thing is ranked.

Is there a point -- and I may be directing this more to our counselor or executive director, I'm not quite sure, but it's my understanding -- I was hopeful that at this point --

MR. RUSSELL: Right.

MR. NICHOLS: -- today, after we take an action, we would be able to release all that information. But it's my understanding, is this by advice of counsel that we're taking -- saying that -- is counsel advising that that information be released when we sign the documents?

MR. MONROE: For the record, Richard Monroe, general counsel for the department. Yes, sir, that is my legal advice, and we are within our rights to withhold that information until the deal has actually been concluded and the instruments executed.

MR. NICHOLS: Could you explain so that everybody will understand why?

MR. MONROE: There is a provision of the Open Records Act, or as it is now called, The Public Information Act, which allows the government to withhold information if its release might compromise the government's position in further discussions with parties.

And I would point out to the commission and to those in the meeting room here that we do not have an actual signed contract, yet. There are some discussions that need to take place; and, obviously, if the people with whom we are discussing finalization of the -- of the agreement know exactly what everybody else did, it would tend to compromise our position in those discussions.

And, so, therefore, my advice is that we not release this documentation until we've actually signed the agreement.

MR. WILLIAMSON: And, in fact, I had some similar questions to Mr. Nichols. In fact, if we're not able to reach an agreement with the -- the top-scoring proposer, we would then go to the second-scoring proposer and talk with them; would we not?

MR. MONROE: That would certainly be one of our alternatives, yes, sir.

MR. WILLIAMSON: But if we released any of this information prior to that, we would then put the number three proposer in an unfair advantage, in that the number two proposer would have had some then prior knowledge before we started talking to them?

MR. MONROE: That is certainly the way I feel about it.

MR. WILLIAMSON: So, it would be not only unfair to the taxpayer, but it would be unfair to the other guys that were proposing?

MR. MONROE: That's quite possible.

MR. NICHOLS: But at the time those documents are signed, all that information will be made full available?

MR. MONROE: Yes, sir, as far as we are concerned. Now, I don't want to mislead any members of the commission.

If one of the companies which submitted this information has said, "X is confidential, we don't want it released," then we are under an obligation to inform that company that the public has asked for X and, therefore, if you want to withhold X, you better get real busy and file a brief with the attorney general to stop us releasing X; but, as far as we're concerned, it's an open record.

MR. NICHOLS: Okay. Well, I think everybody -- particularly since this is a new area that we're dealing with, make sure that everybody feels like we have an open, fair process. And just because we have the right, maybe, to withhold working papers, I don't want us to withhold them just because we have the right, but there is a real need.

And you're saying there is a need other than -- okay. All right. But as soon as that's signed, I sure encourage us to be -- get that information out to everyone.

MR. MONROE: As soon as it's signed, as I said, subject to that caveat that private companies can reserve, as far as we're concerned, it's an open record.

MR. NICHOLS: Okay.

MR. JOHNSON: Have we had any requests from any of the three consortiums to withhold on a private matter any of the information that might be disseminated at the appropriate time?

MR. MONROE: I do not know that answer, Mr. Chairman. I don't know if Mr. Russell does or not.

MR. JOHNSON: Phil, are you aware of any?

MR. RUSSELL: Mr. Chairman, I think we've received three open records requests; and, as part of that process, as I understand it, it affords the opportunity for each one of the consortiums to provide a brief to the attorney general's office.

My understanding is, they're considering that option now. I don't think that any of them have come to determinations to that effect.

MR. JOHNSON: Robert?

MR. NICHOLS: Okay.

MR. WILLIAMSON: This is -- the approval of this minute order is significant, certainly significant to Central Texas and to the department, but it's significant to the state.

And I raise this here in Abilene, Texas, because it's important for every taxpayer, I think, in the state to understand the path upon which we now travel. This will be our first like-the-private-sector attempt to build a major transportation corridor, and it's real important that it succeed.

Cost is always a consideration in anything; and, unfortunately, I don't think anyone can give an honest answer to a question that said, "Would a design bid, blind bid build, have been cheaper than EDA?" The two approaches are so different, I think no question could be honest. But there is one question -- no answer could be honest.

There is one answer -- one question and one answer that perhaps is more important to Texans today than any other. And you haven't been prepped for it, so I hope the answer is the answer I want to hear. But if it's not, that's just the way life is.

MR. RUSSELL: I'll be honest with you.

MR. WILLIAMSON: In your view as an engineer and a lawyer and a loyal department of the state, did the state gain quicker time completion following the EDA process than it probably would have in the traditional design blind bid build?

MR. RUSSELL: Is your question, will we receive the completed project sooner?

MR. WILLIAMSON: Are we going to get cars on the asphalt faster?

MR. RUSSELL: Yes, sir.

MR. WILLIAMSON: Without any doubt, that's your answer?

MR. RUSSELL: Without any doubt, yes, sir.

MR. WILLIAMSON: And in the end, that is the reason why we've elected to go down the path of EDAs. We -- we understand that there are people uncomfortable about it. There are people in the contracting world that, at times, have been uncomfortable about it.

Certainly, it's going to take us a long time to educate the legislature and the public on the advantages of this; but, in the end, it is advantageous because we can represent to the citizens of Central Texas and the legislature, and, ultimately, the taxpayers, our problem in Texas is congestion and mobility and pollution, and this is the fastest way to get major corridors built.

That's all I have to say about this, except for good job.

MR. RUSSELL: Thank you.

MR. NICHOLS: So moved.

MR. JOHNSON: There is a motion.

MR. WILLIAMSON: Second.

MR. JOHNSON: And a second. So, we're not going to defer this item. All in favor signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

MR. RUSSELL: Agenda item 7-b is the second minute order, also associated with State Highway 130. I promise you it's a little shorter than the first one.

This minute order deals with the existing minute orders on State Highway 130. As everyone, I think, is aware of, State Highway 130 originally was envisioned as the Mokan Roadway. It was essentially proposed to relieve congestion issues on the 35 area, but primarily in a regional arena, Round Rock, Austin, and some of the other associated areas.

At that time, it was thought to -- to provide some -- some multiple access points; and, then, slowly but surely -- I think those original minute orders in Travis and Williamsom County were signed in about 1985.

Slowly, the -- as congestion started building on 35 and the need arose, the project was extended to the southern counties of Guadalupe and Caldwell Counties. Those minute orders were signed in about 1989.

The Williamson County and Travis County minute orders provided that the local entities would provide 100 percent of the cost of the right of way and adjusted utilities, Guadalupe and Caldwell County would provide for a 50/50 split between those counties and the department.

We're -- we're a long ways down the road since then. State Highway 130 now has metamorphosized into a much bigger project, much broader scope. The project now is envisioned as a controlled access with very limited access points. It now is a turnpike project.

It has -- it has grown beyond a project of regional significance. It certainly has statewide implications, if not national implications.

For those reasons, this minute order would rescind the right of way acquisition and utility figures that are included in those original minute orders. Staff would again request your approval of it.

Once again, I will be happy to address any questions you might have.

MR. JOHNSON: Questions or comments?

MR. WILLIAMSON: I have a few.

It has been the case for the year I have been on the commission that the topic of conversation between the commission and Central Texas leaders has been focused on the counties and the cities along 130 from Georgetown to Seguin being -- being able to pay their share of right of way costs as originally envisioned years ago.

As you so artfully put it, the project has become less a regional or local project and more a state or national project; and, indeed, is probably the beginning piece of an entire statewide corridor.

For that reason, Chairman -- Commissioner Nichols has -- has done a wonderful job of working, taking the lead for the commission and working through with these local communities what we hope to be approved later on as an appropriate local investment to get this first strip built.

But we are, in effect, saying now to the other counties that are on the southern end of the proposed contract, that it may not be the case that they will be required to pay for right of way, that they may want to come up with a significant amount of local money, as has Austin, Travis, and Williamson County, in order to help us get that built faster, but it's not associated with the cost of the right of way.

And I think that's a good move. I think the commission should do this, both to get the project started and because it's my belief that, again, a new path we travel down is the notion of a 50-year statewide corridor plan that benefits all the citizens of our state.

And it's my belief, Chairman, that we ought to recognize that it is statewide and not local, and we need to communicate, if at all possible, or ask our staff to communicate and develop a policy that says, for the corridor, for statewide trunk systems, for these things that benefit and strengthen the State of Texas, from the Red to the Rio, from the Gulf to Amarillo, if it's one state and serving one people, then the state needs to be prepared to pay that right of way. And if local communities want to kick in money to get an interchange built quicker or a piece started faster, that's their choice.

But if we're truly going to build a statewide corridor, I think we have to ask staff to develop policies to tell the communities they are no longer going to have to cough this money up.

MR. NICHOLS: So move.

MR. JOHNSON: I certainly agree. I wanted to just embellish one item there. I think it's important to emphasize that we need partners. We need -- whether they be cities or counties or whatever, because the challenges are -- are monumental.

And we're not saying that we -- by this action, that we don't need partners. And I think one thing that Commissioner Williamson emphasized, that our partners, or potential partners, need to recognize, is that by their participation, it will, in all likelihood, move along more quickly the reality of that component of being finished, whether it be an interchange or -- or a segment of a roadway.

So, there is an underlying message here that I -- I just, for the record, want people to realize and not have to think, "Well, are they meaning this or that?"

But I think Commissioner Williamson has said it extremely well, and I believe Commissioner Nichols has made a motion.

MR. WILLIAMSON: And you'll take that and maybe develop something for us, Mike, --

MR. BEHRENS: Yes, sir.

MR. WILLIAMSON: -- for us to consider?

MR. BEHRENS: Yes, I will.

MR. WILLIAMSON: I second the commissioner's motion.

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

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

MR. RUSSELL: Agenda item 7-c, Mr. Chairman, is about partners. As you know, the counties of Williamson and Travis County and the City of Austin, late last year, proposed to the department to contribute $150 million towards the development of State Highway 130.

This -- the way it's broken out, it's a pro rata share where Travis County would provide $90 million; Williamson County, $45 million; City of Austin, $15 million.

This minute order, if you approve it, would allow us to tender that proposal back to the counties. It would also -- or it is contingent upon those counties finalizing all the right of way agreements on two companion projects, State Highway 45 and Loop 1.

And, thirdly, it would also take the cap off the TxDOT's right of way contribution on the Loop 1 project. Currently, that's a 50/50 partnership between the local entities and the department. Our share of it has a cap on it; and, by signing this minute order, you would remove that cap to a straight 50/50 contribution.

Staff would recommend approval of this minute order.

MR. JOHNSON: Question, comment?

MR. NICHOLS: Comments. The -- I just wanted to publicly compliment Travis County, Williamson County, City of Austin, City of Round Rock, you know, for the way they have -- I know this particular one doesn't have Round Rock in it, but for the project it does, for stepping up to the plate and taking the kind of action and local vesting that they have.

And the whole series of discussions was fairly complicated, but I think they did an excellent job when they pulled together and made a commitment of 150 million.

And, you know, in accepting that, you know, which is basically what this does, we need to make sure, for the record, that everyone understands that the EDA contract that we just voted on earlier, after it's signed, the notice to proceed doesn't go out from the executive director for the department to start building until we receive these funds.

MR. RUSSELL: That's right.

MR. NICHOLS: So, that becomes -- you know, if you're looking at a -- I used to call it a pert chart of all the things to move something forward, that, until we receive these, will be a critical time line factor.

And we -- in the letter that they had offered, they had said, you know, they could present the money by June 1. And in accepting all this stuff, we certainly recognize that although they may not can make it on the 1st, I think the spirit of the thing is to try to get it there as quick, close to the 1st as possible, and -- and -- and under that light, that's what we're trying to clarify by these comments.

That it is important. It isn't something that we can agree, accept, and then take the money and apportion part this summer, part next winter, a part next spring.

MR. RUSSELL: Right.

MR. NICHOLS: We need to get it all in so we can begin acquiring the right of way and getting the notes to proceed drawn and stuff like that.

MR. RUSSELL: That's exactly correct.

MR. WILLIAMSON: To what extent does that notice to proceed affect our ability to sell the bonds?

MR. RUSSELL: The first notice to proceed will not require us to access the bond market. The first notice to proceed is for right of way acquisitions and preliminary design.

MR. WILLIAMSON: But do we have to have the right of way acquisition and preliminary design before we can go to bond market?

MR. RUSSELL: No, sir. That's part of the exclusive development agreement project. We have to have some pretty firm commitments about how we're going to acquire that right of way. In fact, --

MR. WILLIAMSON: So -- so, our view is they should -- they should really give us this money tomorrow so we can get moving?

MR. RUSSELL: The quicker, the better. We will build up more confidence with the rating agencies and potential investors, so we're going to have a story to tell in about two months up in New York.

We want to be able to say that we either have money in the bank, we have right of way in hand, or we have a very firm commitment that all the right of way will be acquired.

We have to be able to sell that -- that point to the rating agencies and investors; and, so, the more money we have, the more right of way we have, the better our message is.

MR. WILLIAMSON: It seems to me that you're right.

MR. NICHOLS: Yeah. The only two critical approvals or steps between now and selling our bonds, or selling the bonds, as I understand, is, first, we have to have the approval from the Federal Highway Administration, which they've been following this real close, so we do not anticipate a problem, but they still have to approve it before we can issue the notice to proceed; and, then, second is the state bond review board?

MR. RUSSELL: That's right.

MR. NICHOLS: Which I think is scheduled sometime --

MR. RUSSELL: In June.

MR. NICHOLS: In June. June or May? I thought it was May.

MR. RUSSELL: I think the final one is in June.

MR. NICHOLS: Yeah. We have one meeting in May and then a final in June. I don't anticipate a problem there. I think it's a matter of them understanding. But that's the only two critical ones that I'm aware of to sell the bonds.

MR. WILLIAMSON: Mr. Chairman, I had a question that was more appropriate to the earlier part of the proceeding, but I didn't want to stir up any concern. I would like at this time to ask the question of Phil.

I wish you would confirm to me my understanding, as you've explained to Mr. Nichols negotiations over the past few months, none of the actions that we're taking today will prevent us -- if we are to receive a proposal two months from now to build a multi-modal corridor from Dallas to Brownsville, which incorporates this contract or its product as part of that corridor, none of the actions we've taken today, nor will we take in the next two months, would prevent us from stopping and considering that corridor and allowing this to be, ultimately, part of that corridor; is that correct?

MR. RUSSELL: That's correct.

MR. WILLIAMSON: So, at anytime, this may become something else?

MR. RUSSELL: Yes, sir. The project was designed as a stand-alone project from Georgetown to Seguin. We think it could very easily be assimilated into a larger corridor project if so needed.

MR. WILLIAMSON: I think that hats off to everybody in the department who has been involved in this.

MR. JOHNSON: I certainly agree. Phil, is there a timing part of this particular minute order?

MR. RUSSELL: Yes, sir. The -- the turnaround time is fairly quick, and it's exactly what Commissioner Nichols had mentioned. We're trying to get this project on the ground sooner, not later.

The turnaround we need is 45 days. We need those affected counties and cities to pass their appropriate resolutions and get back to us very quickly. I think they can do that, but it's quick.

MR. JOHNSON: Any other questions or comments? We'll entertain a motion to approve.

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

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

(A chorus of ayes.)

MR. JOHNSON: Motion carries. Phil, thank you so much for the work --

MR. RUSSELL: Mr. Nichols, if it makes you feel any better, when I sat back down, I found a dime that fell out of Bill Hale's pocket. I'm not giving it back to him. I'll put it on our financial plan for Central Texas.

MR. JOHNSON: That will probably make the difference.

MR. BEHRENS: We go to item 8, traffic operations. Carlos will present environmental speed limit issues.

MR. LOPEZ: Good morning, Commissioners. My name is Carlos Lopez. I'm director of the Traffic Operations Division.

The minute order before you establishes a new environmental speed limit in the City of Fort Worth. The proposed speed limit covers 17 miles of I-35 West between Everman Parkway and IH 20 North in Fort Worth.

The current posted speed limits for this section of highway range from 45 miles per hour to 60 miles per hour. The proposed environmental speed limit would be a uniform 60 miles per hour throughout that section.

We anticipate that new signs reflecting this change would be in place by May 31st, 2002. We recommend approval of this minute order.

MR. JOHNSON: Questions? We'll entertain a motion.

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

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

(A chorus of ayes.)

MR. JOHNSON: Thank you. Motion carries.

MR. BEHRENS: Item 9, Richard Monroe will present an action on a contested case.

MR. MONROE: Once again, for the record, my name is Richard Monroe. I am the general counsel for the department. I don't know how much detail you want me to go into in this. I have anticipated that perhaps Commissioner Williamson might have some questions. What --

MR. WILLIAMSON: Listen, that was a percentage guess. That was an easy one.

MR. JOHNSON: He is a hunch player.

MR. MONROE: Wouldn't have been tough to make that one in Las Vegas.

What happened in this case is the department, to cut right to the chase, not only denied a permit to the Gannon Company to construct a billboard, but suspended Gannon's license for one year.

There is a difference between a permit and a license. Permit, it is sign by sign. License is your ability to put up any signs for a period of time.

Gannon took exception to this, took us to the State Office of Administrative Hearings. The judge sided with Gannon for reasons set out in her opinion.

My feeling is that we should adopt the findings of the administrative law judge, by which we will do away with the suspension of Gannon's license and allow them to proceed to do business in a normal fashion.

And if you agree to sign -- to approve this minute order, that is what will happen; and, I would urge the commission to approve the minute order.

MR. JOHNSON: Commissioner Williamson, do you have any questions?

MR. WILLIAMSON: I think he is urging us to approve it without comment, so I so move.

MR. NICHOLS: Second.

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

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

MR. MONROE: Thank you.

MR. NICHOLS: You would have lost your bet.

MR. WILLIAMSON: But I am -- I do want to know if this is Ray Keller, the former house member, if anybody knows that.

MR. JOHNSON: Well, he won his bet.

MR. MONROE: As to that, I have no knowledge.

MR. WILLIAMSON: Well, that wasn't what the issue was on.

He served back in the earlier eighties. I just was kind of curious how he got involved with Wal-Mart.

MR. BEHRENS: Item 10, contracts, and those will be presented by Elizabeth Boswell.

MS. BOSWELL: Good morning. For the record, my name is Elizabeth Boswell. I currently serve as the construction section director within the Construction Division.

With regard to item 10.1, authorization of this minute order will provide for the award or rejection of highway maintenance contracts let on April 2nd and 3rd, 2002, whose engineer's estimated costs are $300,000 more.

Staff recommends rejection of one project as follows: The project recommended for rejection is located in Bowie County. Staff recommends that this contract be rejected due to insufficient competition, as only one bid was received on this project, and the bid submitted was approximately 58 percent over the engineer's estimate.

Having said that, staff recommends award of all remaining projects as shown in Exhibit A.

MR. WILLIAMSON: So move.

MR. NICHOLS: Second.

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

(A chorus of ayes.)

MR. JOHNSON: Motion carries.

MS. BOSWELL: With regard to item 10.2, authorization of this minute order will provide for the award or rejection of highway construction contracts let on April 2nd and 3rd, 2002, as shown in Exhibit A.

At this time, staff would like to take this opportunity to acknowledge that 48 percent, or 24, of our construction projects let this month included incentive provision providing for accelerated project completion. This encompasses approximately 74 percent, or $158 million of construction funds to be awarded this month.

Yes, sir?

MR. WILLIAMSON: Compared to what a year ago, two years ago, three years ago? Are we increasing our percentage of contracts and our percentage of total expenditures on contracts that have incentives to finish quicker?

MS. BOSWELL: Absolutely.

MR. WILLIAMSON: So, we're moving with lightning speed to get our projects finished with lightning speed?

MS. BOSWELL: Yes, sir.

MR. WILLIAMSON: And to reward people for performance?

MS. BOSWELL: Absolutely.

MR. WILLIAMSON: What a wonderful world we live in.

MS. BOSWELL: Yes, it is.

MR. WILLIAMSON: My hat is off to the department for taking -- the commission, I think, spoke very plainly about that, and you-all have done a good job.

MS. BOSWELL: Thank you.

MR. JOHNSON: Any other questions?

MR. NICHOLS: I have a couple of comments.

You said 48 percent included incentive programs, but you said 158 million of the, roughly, 212 million was the dollar amount?

MS. BOSWELL: Right.

MR. NICHOLS: So, dollar-wise, it's actually closer to 75 percent --

MS. BOSWELL: Correct.

MR. NICHOLS: -- with incentives?

MS. BOSWELL: Right. And the 48 percent is just the percent of the number of projects.

MR. JOHNSON: Total number of contracts.

MR. NICHOLS: But it's 75 percent of the contracts, --

MS. BOSWELL: Absolutely.

MR. NICHOLS: -- of the dollars?

MS. BOSWELL: Of the dollars.

MR. NICHOLS: Second thing I wanted to notice was the -- after you've been here for a few years, like I have, not like a lot of the staff, but you notice that a few years ago, our actual bids were coming in above construction estimates on a pretty regular basis, --

MS. BOSWELL: Yes, sir.

MR. NICHOLS: -- 3 percent, 5 percent, whatever. Became kind of routine for a number of years --

MS. BOSWELL: Uh-huh.

MR. NICHOLS: -- during the construction boom.

And -- and for the last number of months, during the kind of recessionary cycle, the number of bidders has dramatically gone up. We're averaging 5.7.

MS. BOSWELL: That's right.

MR. NICHOLS: We used to average 3 and a half or 4.

MS. BOSWELL: Uh-huh.

MR. NICHOLS: And the costs are coming in at almost 8 percent below estimate on this. That's, I think, a very good value the state is getting right now. So, that's really all I had to do.

Were any of these -- did you-all recommend award of all of these?

MS. BOSWELL: No, sir. We have --

MR. NICHOLS: Okay.

MS. BOSWELL: -- one project that we are recommending for rejection, and that's located in Panola County. Staff recommends that this project be rejected as a redesign of the project has been deemed necessary.

The specifics involving the redesign are the concrete pavement and hot mix prices were higher than anticipated due to the small quantities of each item and the cost associated with mobilizing two different pavement operations.

The district feels that redesigning the project by eliminating the concrete pavement and increasing the quantity of hot mix will result in lower bid prices.

Having said that, staff recommends award of all remaining contracts as shown in Exhibit A.

MR. WILLIAMSON: So move.

MR. NICHOLS: Second.

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

(A chorus of ayes.)

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

MR. BEHRENS: Item 11, you have the routine minute orders listed as appeared on the posted agenda. If you would like us to present any of those individually, we can do that. Otherwise, I would recommend that we get your approval.

MR. WILLIAMSON: Mr. Chairman, I didn't have a chance to look at the detail of each one of these.

Can I just inquire of Mike, to your knowledge, Mike, do any of these affect any of us individually?

MR. BEHRENS: No, sir.

MR. JOHNSON: Any other questions or comments?

MR. WILLIAMSON: I so move.

MR. NICHOLS: Second.

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

(A chorus of ayes.)

MR. JOHNSON: Motion carries. Is there any other business? We have somebody to speak in the open comment section of the meeting. Betty Henson, who is the president and CEO of the Baird Foundation, talking about enhancement funding.

Betty, we are delighted that you are here.

MS. HENSON: I am delighted to be here. I am so happy to have the chance and opportunity to come before you.

MR. JOHNSON: Any of your family or you involved in bowling alleys or bowling lanes or anything?

MS. HENSON: No, we're not.

MR. WILLIAMSON: You-all are not those Hensons?

MS. HENSON: We're not those, no. We're not those. I have an antique business --

MR. WILLIAMSON: I had a good -- I had a good story to tell.

MS. HENSON: -- in Baird.

MR. JOHNSON: That was part of Commissioner Williamson's misspent youth.

MS. HENSON: Well, he has got a good sense of humor. We appreciate that.

I represent the Baird Foundation. We're a small, nonprofit organization in Baird. We sponsored the application to TxDOT for the enhancement funding to rehabilitate our 1911 Tepee Railroad Depot.

In that structure, we will have a visitor's center, a transportation museum. To the west of the building, we will have an outside pavilion with ADA public rest room facilities.

Baird is a small community, for those of you who do not know, 20 miles east of Abilene on I-20. We're about three blocks off I-20.

Baird became a town because of the laying of the railroad tracks. By about 1900, there were about 3,000 people living in that little town. It grew rapidly due to the business of the railroad. It was a turnaround between Fort Worth and Big Spring.

So, we're extremely pleased that we'll be able to preserve this historic landmark, but we're also extremely proud that we will be able to adapt this building and the surrounding area to uses that will greatly benefit our tourism.

Now that we have become and were designated by the state in 1993 as the antique capital of West Texas, that brings a lot of people into our town; and, we're hopeful that the creation of our transportation museum -- because there is a lot of interest in railroad, a lot of railroad enthusiasts come through on a daily basis. We have a lot of travelers in Baird; and, it's nothing unusual to have 90 percent of the people that stop in Baird in a day's time will be from out of state.

So, we have a lot of people coming through there, and we're just extremely excited, cannot wait to get this project going.

So, I just wanted to come before you and speak for the Baird Foundation, the county. We -- we expect that this will have cultural, economic, historical, all types of -- of value to our little community down there, and I would love to invite all of you while you're this close.

Don't miss us. We're just Exit 306 east of Abilene. And when we get our public facility, we won't have to send people to Abilene to use the rest room.

Thank you very much. We appreciate you.

MR. JOHNSON: Thank you very much.

Is there any other business that needs to come before the commission? Any other?

MR. BEHRENS: We don't have any more.

MR. JOHNSON: We'll entertain a motion to adjourn.

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

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

(A chorus of ayes.)

MR. JOHNSON: Please note, for the record, that at 11:53 a.m., the meeting stands adjourned.

Thank you one and all for being here.

(Meeting adjourned.)

THE STATE OF TEXAS

COUNTY OF LUBBOCK

I, Joy Annette Goodman, a Certified Shorthand Reporter of the State of Texas, and notary public in and for the State of Texas, do hereby certify that the Commission Meeting was held on Thursday, April 25, 2002, commencing at 9:02 a.m. and concluding at 11:53 a.m., and I further certify that the above and foregoing contains a true and correct transcription of the proceedings. Witness my official hand, this the 8th day of May, A.D., 2002.

______________________________________
JOY ANNETTE GOODMAN, Texas C.S.R. 4741
Expiration Date: 12-31-02
709 Broadway, Lubbock, Texas 79401
(806) 744-7754 Fax: (806) 744-7965