Texas Department of Transportation Commission Meeting

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

9:00 a.m. Thursday, March 27, 2003

COMMISSION MEMBERS:

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

STAFF:

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

MR. JOHNSON: Good morning. It is 9:13 a.m., and I would like to call this meeting of the Texas Transportation Commission to order. Welcome to our March meeting. It is a pleasure to have you here today.

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 2:23 p.m. on March 19, 2003.

Customarily, before we begin each meeting I ask my colleagues on the commission if they have any words that they would like to say, and so I turn to Robert.

MR. NICHOLS: Thank you. No long speeches. Just welcome everyone here. We very much appreciate you taking the time off your work or whatever goes on in your life to come here and express the concerns or wants or needs of your community, and for that we're very thankful. We do listen intently to it and it makes a big impact on the decisions we make. And when you go home, be careful. Thank you.

MR. JOHNSON: Ric?

MR. WILLIAMSON: And I echo the words of welcome. We appreciate our partners in transportation. I think it's safe to say that the challenges that we all face sometimes seem to be individual, sometimes seem to be regional, and sometimes seem to be national or statewide, but in the end, an individual transportation challenge is a challenge for this state -- we are, after all, one state -- and today's activities, I think, will give us a chance to have pretty good dialogue about regional versus local versus state responsibility. It may get a bit heated at times but we all need to remember that we're all Texans and this is one state and we all have one goal and that is to relieve the pain. So I look forward to spending the day with a lot of people from my part of the state and Texans who are interested in transportation.

MR. JOHNSON: We have three delegations this morning, so it will be a very full morning for us. Before I call the first delegation, I know there are perhaps some elected officials who have pressing duties across the street that need to, at the beginning of the meeting, get their words spoken so they can get back across the street to the various committee meetings that they have this morning. So I would like to ask if there are any of these who would like to come before the commission now. I know Representative Van Arsdale is here and would like to address the commission at this time, and if there are any others, please feel free to come forward so we can get you back to your very necessary work across the street.

Representative Van Arsdale, you are here on behalf of the Tomball Delegation, I am certain of that.

MR. VAN ARSDALE: That's right. Thank you, Mr. Chairman and commissioners. I would actually rather speak with the delegation but we have a bit of a battle going on over in the House and I need to get back over there.

I'm speaking on behalf of this Project 67, the State Highway 249 Bypass in Tomball, and when I ran for the legislature last year -- that's when I got elected -- transportation was my number one issue. A lot of folks had education and other things, and those are all important, but you can go check my website, that's my number one issue, and I wanted to see the State put more priority on transportation, and obviously I wanted to get some more attention into my district.

I have a constituent by the name of John Culverson -- who I know you guys are familiar with -- and he just was sort of all over this Katy Freeway deal, and this project in Tomball is nothing on the scale of that but it's very important. Take more time to listen to the folks that are here, but I just wanted you to know real quickly that this is probably my number one priority as a legislator. It was before I got elected, it is after I'm elected, and I'm just going to put a lot of attention on it because it's not just a money issue, there are some other things to it that are problematic, and that involve the attorney general, possibly the Railroad Commission, involving some mineral interests. And I've got legislation filed and I'm going to be very active on it.

And in fact, I'm actually moving to Tomball in July so this bypass -- we kind of built both ends of 249 but it's the middle section that hasn't been done, and I'm going to be traveling through that sucker every day going back to work, and so I'm going to be attentive to it and I'm going to know exactly what's going on and what's not going on because I'm going to be on it every day. I just wanted you to know that I'm very interested in it and I will be very focused on it, and anything you can do to help would be much appreciated.

MR. JOHNSON: Thank you very much. I know that Senator Lindsay was hopeful of being here this morning also and might well be able to get here a little later. So he's missed if he's not going to be here, and I know he intended to speak out on behalf of this because Tomball is his hometown.

Ric, did you have a question of the representative?

MR. WILLIAMSON: Man, you look awfully young.

(General laughter.)

MR. WILLIAMSON: Congratulations on your willingness to serve the State of Texas for $600-and-change a month.

MR. VAN ARSDALE: Thank you.

MR. WILLIAMSON: This session so far has been one of discussion and some cussing over the notion of regionalism and planning and execution of transportation. Senator Lindsay has suggested, and I think Harris County Judge Robert Echols has suggested, that the counties that the state recognizes as being the Southeast Texas Region might begin to think about a regional approach to funding, and to a lesser extent, to planning and operations. Do you have an opinion yet as a legislator about whether or not that's in the state's best interest or in Southeast Texas' best interests?

MR. VAN ARSDALE: Well, the more I look at it, the more I see some benefits from it just because of the way all these formulas work at the federal and state level. You know, a tax dollar taken out of somebody -- for example, Tomball -- for transportation, by the time it flows through all the formulas and when it comes back it's just a fraction of that amount that actually gets spent there.

And I'll tell you this -- and I'm not trying to inject politics into this, but my district is one of the most Republican districts in the whole state. It's got about 80 percent Republican and it's a very conservative district and they don't like taxes, but I'm going to tell you something, if there was one tax, I think, that the folks in the suburbs of Houston would be willing to pay, it is a tax that they know if they were taxed a dollar, that that dollar would get spent on roads in that area on transportation. That's the only tax I know of that folks in that political spectrum would be willing to pay. So I think that the regional mobility authority is something that would probably pass if it was brought to the voters.

MR. WILLIAMSON: Do you think there's any reason why the legislature, not only in Houston -- I'm not trying to put you on the spot but we need to have these dialogues because they are about 150 people watching us and probably several thousand going to watch us after it's over with, and this is a good way for you and I to inject some thought process -- do you think the state, with regard to Houston-Beaumont-Galveston, Weatherford-Fort Worth-Dallas, and the other metropolitan areas of the state, do you think the state ought not to encourage -- or maybe TxDOT, do you think we ought to encourage people to talk about the importance of Interstate 10 to people who live in Tomball and the importance of 59 to people who live in the Fifth Ward? I mean, do you think we ought to be encouraging that kind of talk?

MR. VAN ARSDALE: Now, are you saying encouraging people in Tomball?

MR. WILLIAMSON: To be as concerned about what's going on on 59 or 10 or the Fifth Ward as those same people should be encouraged to worry about what's going on transportation-wise in Tomball.

MR. VAN ARSDALE: Yes, I would think so. I'm not sure exactly what the role of -- in other words, if you're talking about TxDOT, that's a governmental entity, so I think people don't understand a lot of times how things are linked in this state economically. Harris County is always known for having sort of fights amongst themselves, and I don't think Dallas and people in the Panhandle really appreciate how much, like for example, the Port of Houston does for the whole state. I think people tend to view things provincially and I think that's a mistake because everything links to everything else, and if I-10 has problems, that's problems for the whole Houston economy, and some of the Houston economy, those folks live in Tomball. So I don't think it's necessarily as obvious of a link and anything we can do to help to make that more obvious I think is a good thing.

MR. WILLIAMSON: Well, for example, would it not be the case, in your opinion, that people in Humble and Tomball and Pearland and Conroe might feel less animus towards, for example, the Houston Metro if the Houston Metro was a Southeast Texas Metro instead and it operated to serve all citizens.

MR. VAN ARSDALE: That's without question. I mean, you're talking to the wrong person there. I've got legislation right now that changes up the Metro board.

MR. WILLIAMSON: Maybe I'm talking to the right person.

(General laughter.)

MR. VAN ARSDALE: I mean, I think you're right. There's a lot of animus about Metro simply because there's one person, the mayor of Houston, that controls it.

MR. WILLIAMSON: And the animus has created -- this is my opinion now, not yours; I'm not trying to inject yours -- but it's my opinion in my years in the legislature that the animus is more about people in The Woodlands not having a vested interest in Houston Metro. If they had a vested interest in it, they would view it differently, but because they don't have any interest in it, it doesn't serve them, it seems as though that acts to divide the region as opposed to uniting the region.

MR. WILLIAMSON: Absolutely. And I would submit that The Woodlands has absolutely no interest but folks like, say, in the northwest unincorporated areas, they have, I think, an indirect say on two members of the board. That's somewhat of an interest, but I still say, practically, it's the same amount that The Woodlands has, which is nil. I mean, if you're not in with the mayor with our transit authority, you're out, and that's why you can go from having a mayor like Bob Lanier who was adamantly opposed to rail, have an election where you elect Mayor Lee Brown who is completely supportive of rail, and overnight have a switch on regional transit policy. I think that's a mistake to have any board that can do that.

MR. WILLIAMSON: Well, one of the things that spurs this discussion is we have, I think, some of those rough spots or divisions beginning to develop in my part of the state and I hate to see that, and you've allowed me to use you as a forum to talk to some of my friends from North Texas ahead of time about that.

(General laughter.)

MR. WILLIAMSON: Plus, you've also given me the opportunity to discuss the Grand Parkway which is, I know, of personal interest to Senator Lindsay, and the fact that if you look at a map, if you can envision the Grand Parkway completed -- probably as a toll road with a commuter rail and even some industrial freight rail to get stuff out of the area fast -- that's about as good an example of something that could unite the entire Southeast Texas area as there probably is, and he's interested in that.

MR. VAN ARSDALE: One of the other things I'd like to say about the bypass is that I spoke to someone at TxDot about there are a handful of lights, a very small number of lights there, traffic signals, that aren't synchronized, and I think two of them have the infrastructure already put in to be synchronized and the other ones don't. To the extent that anything can be done in the meantime until we get the bypass issue sorted out and the money, if we can just get something so that this traffic can move, that's the big concern right now. You've got, like I said, both ends of it built and then they get to this one area where it's not built and the lights are out of sync and it's a massive problem.

MR. WILLIAMSON: Some people say we do those things on purpose so we'll get more money.

MR. VAN ARSDALE: Well, I don't think it's working.

(General laughter.)

MR. VAN ARSDALE: And I'll tell you something else -- just as a sort of subtle hint -- is that the other two reps that this really affects are Rob Eissler's folks and Peggy Hamric, who is the CBO of Transportation.

MR. WILLIAMSON: We're well aware. Thank you for letting us do this.

MR. VAN ARSDALE: You bet.

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

MR. NICHOLS: No.

MR. JOHNSON: Thank you very much.

MR. VAN ARSDALE: Thank you very much.

MR. JOHNSON: Are there any other elected representatives or senators that would like to come before the commission at this moment?

(No response.)

CITY OF LUBBOCK

(David George, Kevin Evans)

MR. JOHNSON: Seeing none, we'll move to our first delegation, and I understand the good folks from Lubbock, Texas have come a long way to be with us. I also understand that Senator Duncan was going to lead the delegation but he heard that Ric was going to put him in the spotlight, so he declined.

(General laughter.)

MR. JOHNSON: So leading the delegation will be David George, I believe. David, welcome. We're glad that the good folks from the High Plains are here.

MR. GEORGE: Thank you on behalf of the citizens of Lubbock and the Lubbock Chamber of Commerce for this opportunity to speak to the commission. Before I start, I needed to mention what you did and acknowledge some people who are not in this room, that being Representative Carl Isett, however, his legislative director Mike Arismendez is in the room.

Mike, thanks for Carl's support.

Representative Jones is not here as well, and as you mentioned, Senator Duncan is not.

Senator Duncan did give me a letter that I'd like to read quickly about his support of what you have done.

"Dear Commissioner Johnson and Members Mr. Nichols and Mr. Williamson: As the day for construction on the Marsha Sharp Freeway draws near, I would like to thank you for your support of this project that is so important to Lubbock and to the entire South Plains region.

"Visionary leaders of our community first identified the future need for this freeway more than 40 years ago. Since that time, many community leaders and TxDOT have labored to reach this exciting juncture. Without your support for this project, as evidenced through the commission's discretionary funds and the new Unified Transportation Program, we would not be preparing to begin construction on the freeway. Your assistance will allow the Lubbock District to meet the region's transportation infrastructure needs that will serve so many area traffic generators.

"The Marsha Sharp Freeway is not the only transportation needed in the greater Lubbock area. The Ports to Plains Corridor remains a top priority for us, as well as communities in other states and in Mexico. The commissioners' support for Ports to Plains is also deeply appreciated.

"Thanks for your support and leadership in meeting West Texas' growing transportation demands. Yours very truly, Senator Robert Duncan."

He appreciates your work, as we all do.

MR. JOHNSON: Thank you.

MR. GEORGE: In the past, the Lubbock Chamber of Commerce has appeared before the commission to request funding for portions of the East-West, or Marsha Sharp Freeway. Today, about one month before the beginning of construction on the first project of the freeway, we are happy to come before you and offer our thanks for your past support and to provide you with an update of the progress we are making on this important project, as well as other important transportation initiatives in the Lubbock area.

I'd also like to recognize Randy Hopmann who is the new district engineer for this area.

Thanks, Randy.

And Steve Warren, who is not here today. He is taking advantage of the low interest rates and refinancing his house, I understand. He is the director of transportation planning and development. Steve has worked on this project since its inception for, you could say, hours and hours, and then days and days, and weeks and months and years, and almost a decade that he has worked on this project off and on, and we truly appreciate his help as well.

Construction for the freeway begins in May. This marks the beginning of the end of a very long planning process. The idea of the East-West Freeway through Lubbock first appeared in a 1961 long-range planning paper from the city. It appeared again in the 1964 Lubbock Urban Transportation Plan. The first public hearings actually took place in 1989, so we've worked long and hard on this and it's finally coming to fruition, and we appreciate it.

A great deal of the right of way has been acquired and cleared and now we will finally see dirt being moved, resulting in construction, asphalt and concrete. We can't say enough to thank you and thank the commission for their support of this project through their funding through the former Category 12 funds. Thanks again.

The freeway will be a vital route through the heart of Lubbock. In this picture you see, in the top upper right-hand corner, houses in the heart of Lubbock. In the center of the picture, the larger buildings are the medical district of Lubbock. The freeway runs from the bottom right towards the top left. A little higher and harder to see, right about the top left of the screen, is Texas Tech University and the United Spirit Arena which this freeway will feed. A little further up to the left out of sight off this picture is the -- I have to say -- Jones SBC Stadium on Texas Tech University -- since I work for SBC. It is directly adjacent to this freeway. So this freeway runs through the heart of Lubbock feeding many, many businesses, universities and a lot of traffic count.

The Marsha Sharp Freeway will connect every major highway entering Lubbock with major traffic generators. Many of Texas Tech's 27,000 students and 8,500 employees will use the freeway, not to mention those attending sporting events and other activities on the campus at Texas Tech University. Running right underneath the campus or right by about half the campus and actually splitting part of it, this will be a great feeder for the students and faculty at Tech.

It will serve the medical district which that medical district is large, it services a seven-county region the size of Pennsylvania. It will really impact traffic flows in and out of the medical region. It will also serve the downtown business district and several shopping and entertainment centers.

When we appeared before you in the past, we expressed our concern over the abandoned buildings that ran through the heart of our city, waiting to be cleared for the freeway. One out-of-town reporter in town for a basketball game, driving back to the airport drove down what is now Fourth Street, called the chamber of commerce and said: What's happening to your town? Is it drying up and blowing away, abandoned buildings, broken glass?

Today much of that right of way has been cleared, the center of the town is looking less and less like a ghost town and more and more like progress, and we appreciate TxDOT's efforts to do that.

The Lubbock Chamber of Commerce realizes that this will be a long-term project and that the construction process will cause many inconveniences for the people of Lubbock, especially those that live in the construction zone, drive through the construction zone, walk in the construction zone, and those that have businesses in the construction zone. The staff at the district office has been very helpful throughout the planning process and has spoken with chamber committees as well as groups of individual citizens. However, we realize that until the orange barrels appear, people really don't pay as much attention as they should.

The chamber is doing our very best to facilitate open communication with our district office and the businesses affected through the process. With that in mind, the Lubbock Chamber of Commerce and the TxDOT district office are hosting a public meeting on April 10 focusing on the affected business owners and people can hear directly from TxDOT employees and the contractors on what to expect during construction, as well as suggestions to minimize delays and adverse impacts on their businesses. So we're really trying to be proactive on that and really trying to help TxDOT out.

We will also be quick to support TxDOT with letters to the editor or other needed media as we have in the past. For instance, in the South Loop 289 project when there was a lot of stuff getting around town, a lot of talk going on, we did what we could to quiet that down, point out the progress, and we'll do that sort of thing. In a nutshell, the chamber of commerce will do everything it can to facilitate communications between TxDOT, affected businesses, Lubbock citizens and chamber members.

We appreciate the past commitment of the commission for making this important project for our region become a reality. We look forward to your continued support through funding for right of way acquisition or other issues that may arise. We would be remiss if we did not voice our support for your decision to revamp and streamline the funding formula in the new UTP. We believe that decision has resulted in a more balanced distribution of a the very limited transportation dollars.

While the freeway has been a top priority, we do have other transportation issues. For the past two years, the Lubbock Chamber of Commerce has been working to bring passenger rail service to Lubbock through the proposed Caprock Xpress rail line that runs from Fort Worth to Denver. This proposal has met with great interest and been warmly received from Lubbock, obviously, but as well from cities along that route including Amarillo, Abilene, and others.

Finally, of course, is the Ports to Plains Corridor which continues to not only be a top transportation initiative for our area but a top economic driver. And with that, I will ask Ports to Plains Corridor Coalition president Kevin Evans to come forward to tell you about the Ports to Plains.

We thank you for what you've done with the Marsha Sharp Freeway.

MR. JOHNSON: Thank you.

MR. EVANS: Thank you, David.

Commissioner Johnson, Mr. Nichols, Mr. Williamson, Mr. Behrens. Thank you for allowing us to be here once again. It's fun to be part of a group to come say thank you and not have our hand out. Of course, you and I both know that we'll be back again someday so it's good to do these things.

First of all, I need to read you a letter that our chairman Randy Neugebauer has written and asked me to bring to you. He is unable to be with us; he's a little busy right now.

"Gentlemen: I regret that I'm unable to be with you today. I wanted to take advantage of the opportunity to thank you for all your efforts on behalf of transportation in the State of Texas.

This commission has addressed the most difficult challenges to ever face transportation in our great state, yet you have faced these challenges head-on with leadership and innovation. You have especially recognized the importance of connectivity and trade corridors to the entire state. Your emphasis on these issues has created new opportunities for several regions of Texas that desperately needed them.

With the growth of NAFTA trade, it is important to provide alternative routes that help alleviate the strain on transportation infrastructure currently felt in parts of our state. You recognized this need and made the tough decisions necessary to create options for the future. You have given Ports to Plains the opportunity to prove ourselves worthy of that task. We will not let you down.

The visionary leadership you have provided has helped ensure that Texas will continue to thrive and prosper on the back of its excellent transportation system. Again, thank you for what you have done for Lubbock, for Ports to Plains and for the great State of Texas."

I wanted to also bring you up to date on the growth of the seeds that you planted. I know it was a tough decision; it was a change in the way things are done in this state. Your new UTP is an example of that. I want to applaud you in those efforts; I feel fortunate and honored to have been a part of those efforts. I think the things you're going to be seeing from Category 4 and Category 2 that we know of will be worthy of your consideration.

If you'll look at the map, you will see that in the southern region south of the border between Texas and Mexico we've drawn a line that goes all the way to Mexico City. On April 11 we will be meeting with the governor of Coahuila in Saltillo and we will begin discussing with them the designation in Mexico in Coahuila of the Ports to Plains route from the border to Saltillo, and from there we intend to grow it all the way to Mexico City and market it and do the things that we do as a coalition.

To the north we're going to grow a little bit differently. North of Denver you will see the Heartland Express which is the sister coalition of ours, a sister national high priority corridor. I believe they're number 14, whereas, on the federal level we're number 38. And then north of that there is a new group beginning to form called the Theodore Roosevelt Expressway. We are executing memorandums of understanding with these two groups, working very closely with them through reauthorization and other efforts in Washington and in their respective states, in order to get our way into Canada ensured and begin marketing that effort also.

I felt it important to show you that the seeds you did have the courage to plant are growing and we're working very hard in that way.

And as you heard before, it's about economic opportunity. You'll notice our sign put up on the corner, a Westmark Realtors sign. We did this as kind of a pilot project beginning last year and this particular picture was taken in Abernathy. I really kind of like it because it's got I-27 and an American flag and a truck in the background, and then maybe more importantly, it has a County Line Barbecue sign there on the right.

(General laughter.)

MR. EVANS: But this is the direction we're heading gentlemen. We're not only going to try to facilitate and coordinate the construction of this highway over the next couple of decades or so, we're going to market it and we're going to bring more people and more opportunity and try to help four different states and six different regions of those states not only survive but thrive. You gave us that opportunity; you were the kickoff point and made those decisions, those innovative decisions, and we just want to say thank you very much.

MR. JOHNSON: Kevin, thank you. Robert or Ric, do you have anything?

MR. WILLIAMSON: Is that all the speakers for Lubbock?

MR. JOHNSON: That's all I have listed here.

MR. WILLIAMSON: I'll take the bait. Where's Wendy?

MR. EVANS: She's not mayor anymore, Ric. But do you want me to say what she'd say or do you want me to give you that time back? We have friends here from Dallas that I know would like to have it.

MR. WILLIAMSON: We're just so accustomed to seeing Wendy that it seems like there's an empty hole when she's not around to speak.

MR. EVANS: We've got a good mayor to replace her, but I tell you what, we miss her.

MR. NICHOLS: I had a couple of things. Just send a message back to the Lubbock area, and for the ones that are here, that we appreciate your consistent support on projects. Some communities have a tendency over a few years to shift from this area to that area, but you have been consistent, as far as I know, for the last six years in support of specific projects, a very big project that we'll be incrementally funding it as we can, and you have stayed with it. We appreciate that; I think that's a good approach. You have put up money, local commitment, vesting, we appreciate that.

I will say this is the first time I've ever been in any meeting where somebody talked about Ports to Plains that Randy Neugebauer was not there.

MR. EVANS: He's here in spirit.

MR. NICHOLS: With his bricks or railroad track or whatever it was that he used. So tell him we miss him and good luck.

I appreciate the comments on the funding formula. We are trying, based on comments we have heard from around the state and from our elected officials and the legislature, to revamp a funding mechanism based on input from the various areas of the state, metropolitan, urban, statewide connectivity, and something that is logical, fair, productive, and we appreciate the time you served on that. And we'll be hearing some comments probably when Dallas talks about the metropolitan funding, see how that's going. But it is a new approach and I do appreciate those comments.

And the last thing, your new district engineer, Randy Hopmann, you stole him from my home district.

MR. EVANS: Yes, sir, we did. Proud to have him.

MR. NICHOLS: He is a good one. I had the opportunity locally to work some with him over a period of years and he did an outstanding job where he is and I know he's very excited to be where he is now, and I want you to know that you got a good one.

MR. EVANS: That Tyler District has always been a good district and people like Randy have made it that way.

MR. NICHOLS: Thank you for being here.

MR. EVANS: Thank you.

MR. JOHNSON: Thank you. Ric, did you have anything else?

MR. WILLIAMSON: No.

MR. JOHNSON: We will take a brief recess. The next group up is the Dallas-Fort Worth Area Partners in Mobility, and we'll stand in recess for a moment to let our friends from Lubbock to get back and our friends from Dallas to get set.

(Whereupon, a brief recess was taken.)

DALLAS-FORT WORTH AREA PARTNERS IN MOBILITY

(Mayor Kenneth Barr, Brooke Guest for Senator Jane Nelson, Judge Margaret Keliher, Judge Ron Harris, Alan Howeth, Pam McQuitty, John Murphy, Mayor Laura Miller)

MR. JOHNSON: We will reconvene the meeting. Our second delegation this morning is from the Dallas-Fort Worth area. The group represents area businesses, cities and counties, plus there's several state officials involved.

Before we begin with the fine mayor of Fort Worth, Mayor Kenneth Barr, I understand that some state representatives and senators, or perhaps their staffs, have expressed an interest in either entering something for the record or making a comment or two. I have a list here; I'm going to call some names out. If you're present, we'd love for you to come forward; if you're not, your name will be in the record.

I understand that Brooke Guest, who works with Senator Jane Nelson, is here and has a letter.

Did you want this entered into the record, Brooke, or did you want to say something.

MS. GUEST: Please. I will read the letter from the senator.

MR. JOHNSON: The floor is yours.

MS. GUEST: Good morning, commissioners. My name is Brooke Guest and I'm here on behalf of Senator Jane Nelson, and Senator Nelson would have loved to have been here today, but unfortunately she is tied up with chairing the Health and Human Services Committee; but it is my privilege to read a letter in support of DFW Partners in Mobility.

"Dear Commissioners: I've reviewed the project list being presented today by the DFW Partners in Mobility and I would like to offer my enthusiastic support for the items being discussed.

As you will hear from the individuals testifying today, the transportation needs in our Metroplex are substantial. The ability of our region to grow and attract new business is directly linked to our ability to provide highway access to the millions of Texans who live, work, and shop in our region. If we can ensure that North Texas is able to continue to prosper, the entire state benefits. Ultimate healthy growth will lead us into more prosperous times, and as a member of the Senate Finance Committee, I strongly support projects like these that can help our economy.

The projects being put forward today have been researched thoroughly, and I commend Partners in Mobility for putting together a list that benefits all of the communities in our Metroplex. Please accept my strong support as you give these projects your consideration. Very truly yours, Senator Jane Nelson."

Thank you.

MR. JOHNSON: Thank you very much, Brooke.

I have a list of names of representatives who endeavored to be here but obviously, I believe, got caught in some business across the street, and I wanted to read their names. Representative Jodie Anne Laubenberg, Representative Bill Zedler, Representative Bob Griggs, Representative Tony Goolsby, Representative Linda Harper-Brown, and Representative Will Hartnett.

Are there any other aides or elected representatives here that would like to come forward at this time? Seeing none, Mayor Barr, we are delighted that you're here, and you have a wonderful delegation as usual, and we look forward to your presentation.

MAYOR BARR: Thank you, Mr. Chairman and commissioners and Director Behrens. We are very pleased to be here today and have the opportunity to visit with you about the Dallas-Fort Worth Area Partners in Mobility.

As you know, this is a coalition of public and private sector leaders from throughout the Dallas-Fort Worth Metroplex, and we have come here to share with you our thoughts about transportation in our region and the future. We feel that by coming to you as a single entity, as a single group, that we speak with a larger voice and purpose than any of us could do on our own. In the binders that are at your place there at the table you'll find copies of our presentation and the related graphics and an executive summary of the presentation.

Our delegation is made up of mayors and council members and county judges and commissioners and city managers and transportation professionals, chamber of commerce presidents and board members and others that are leaders from nearly every community in North Central Texas, and at this time, I'd like to ask the members of our delegation if they would stand.

(General laughter.)

Commissioner Williamson, we appreciate you joining us in standing.

I tell you, this is about 150 of us that have come down here, and this is our ninth consecutive annual presentation before this commission. Although each year we've brought new challenges and proposals to you, there's one theme that has been consistent throughout all these presentations over the last nine years, and that is that we believe that continued investment in our surface transportation infrastructure is critical to sustain the quality of life in our region.

Making this trip to Austin requires a substantial commitment from each one of these delegates that are here, and I believe their presence here today with us is indicative of the importance that we in North Texas place on addressing our mobility needs. I really want to thank all the people that are here that are in this delegation who have come to be a part of the Partners in Mobility, and to thank you as the members of the commission for your time this morning to hear our presentation.

The message we're going to talk to you about today is bringing a message forth focused upon strategic investment opportunities. Our country, our state, our local governments, at these levels we are all facing difficult financial times. We recognize that TxDOT, like all of us, is facing the mandate of cutting its budget. At every level of government we are striving to be smarter about how we use our limited resources. As a result, we believe that it is indeed in these difficult economic times that we must focus attention on strategic investment opportunities, opportunities that capitalize on partnerships, and opportunities that allow for the leverage of federal, state and local dollars to provide the greatest amount of mobility benefits for the dollars that we have available.

Our presentation will focus on three areas, each of which serves to reinforce the importance of strategic investment opportunities. We will provide an overview of key components in our metropolitan transportation plan, including an update on the implementation of toll roads in North Texas. We will discuss growth, travel trends and performance measures for our region that we believe underscore the critical importance of the state's continued investment in our mobility and we will bring forth to you an enhanced partnership program proposal for the funding of strategic transportation facilities in the Fort Worth-Dallas region.

Now let me call upon Dallas County Judge Margaret Keliher to continue our presentation. Thank you.

MR. JOHNSON: I believe my colleague Commissioner Williamson has a question for you, Mayor, and probably the successive speakers also.

MR. WILLIAMSON: First of all, I truly regret that you're departing public life temporarily. I think you're one of the finest big city mayors -- we have two of the best in this room today, and I truly hate that you have to do this. I think the citizens of Fort Worth are going to select someone who has your evenhandedness and yet willingness to take on tough issues, but as a guy who's a lightning rod -- sometimes -- I appreciate another guy or gal who's willing to be a lightning rod.

About a month ago, my very good friend Steve Wolens and my very good friend Kim Brimer asked me to attend a meeting here in the Austin area concerning their idea about regionalization in North Texas, and you weren't able to attend the meeting but I think someone from your office was there.

MAYOR BARR: Right.

MR. WILLIAMSON: If memory serves me correctly, the Dallas County judge was there, Margaret was there, the mayor of Dallas was there, of course Mr. Wolens and Mr. Brimer, and there were some others whose names escape me now, and I apologize if I embarrass them. Did your staff report back to you that the meeting was to discuss general concepts of how to propose a bill to get people to talk about a regionalization? Is that generally what was reported to you?

MAYOR BARR: Yes, sir. I think that the dialogue that has been started because of this legislation being filed is exactly what we need. It is the start of a discussion about where we need to go to get out of the box -- to use a phrase that's becoming somewhat trite, but we have an opportunity in front of us. I was telling some people at the reception last night that there are 5.2 million people that live in the Metroplex. It is an area with a population larger than 38 of the states, and we are the 26th largest economy in the world, United States, Japan and coming down the list, the Metroplex is number 26 on that list. And if we don't start figuring out new strategies and new ways to address critical issues -- and the most critical issues, I think, in Texas today are education and transportation -- if we don't figure out a way to address the transportation issues, we are going to start losing ground and our economy will not continue to prosper and grow.

And what I think this bill is all about is beginning the dialogue to talk about, as I described it last night, stepping back to 40,000 feet in the air and looking at the whole region and not worrying about where the city limit signs are and not worrying about the existing institutions, but rather look at the whole broad area and say: Here are the workplaces and here's where the people live and we need to figure out how to link all of this together more effectively. And then we come down to the ground and start working on the jurisdictions and the funding and the governance and so forth. And to me, that's what this dialogue is about, and I appreciate your participation in it and I appreciate the leadership that Senator Brimer and Representative Wolens and others are bringing to this process.

It's not about a continuation of the status quo, it's not against any institution or organization or entity of government, it's really about building on the success, and we've got some great success: DART is a great success story, the "T" is a great success story, NTTA is a great success story. We have to build on that and build on the partnership opportunities.

MR. WILLIAMSON: And do I understand that your staff didn't report back to you that the meeting at any time discussed the purpose of the idea of Mr. Wolens and Mr. Brimer was to destroy any entity that was currently within whatever regional boundary might exist?

MAYOR BARR: I'm not aware of any desire to destroy any agency or operation. I think what we're talking about is creating opportunities to build on the successes that these organizations have had in the past years.

MR. WILLIAMSON: Thank you for helping me lay the groundwork for the questions I'm going to ask everybody else who comes up here, and then just two more quick ones. You know I live in Weatherford outside the Tarrant County line. Is it fair for me to get on Interstate 20 and drive into Fort Worth and through Dallas into Mesquite and not pay my share of the cost of cleaning up the air?

MAYOR BARR: Well, for you we will make a special exception.

(General laughter.)

MAYOR BARR: We'd love for you to come into Fort Worth and into our city to shop and go to entertainment venues and enjoy the wonderful things we have in Fort Worth. There's a cost associated with having that opportunity and we need to figure out a way that the people that live in this whole region help foot the bill for that, and the taxpayers of Fort Worth and Dallas and the other cities in the core of the Metroplex don't have to foot the whole bill.

MR. WILLIAMSON: And is it your understanding that if we go nonattainment and are restricted by the federal government in any way that those restrictions will also affect the citizens of Parker County?

MAYOR BARR: I think that a careful analysis of the situation will indicate that the entire region will be affected, I don't think there's anything about it. And I want to say one other thing about this clean air thing. To me it's a health issue. I'm a businessman and I understand the economics, but frankly, the EPA is driven by being concerned about people's health and about asthma and young kids, and adults for that matter, that have breathing problems, and to me we are focusing on the wrong thing when we keep talking about it strictly from an economic standpoint. This is a health issue and we need to be addressing it from that standpoint. I'm not saying we ignore the business ramifications because those are the consequences under the laws that exist, but I think it's a mistake not to focus on the fact that we're talking about quality of life, we're talking about health for individuals, and the businesses is where the impact is going to be but I'm concerned about the people.

MR. WILLIAMSON: So it is the case that even though we have our family squabbles, the truth is when Dallas sneezes, we say "God bless you" in Fort Worth, and when Plano has traffic jams, we feel it in Hillsboro, and we have to all continue to talk about the fact that as in Houston, Galveston and Beaumont, in Dallas, Fort Worth and Weatherford and Mesquite, in Plano and Hillsboro, we're all kind of linked together.

MAYOR BARR: Very much linked together, and we rise and fall together, so we have to figure out how to work together.

MR. WILLIAMSON: I hope you won't be a stranger to public policy.

MAYOR BARR: Well, I intend to stay involved, especially in transportation. Thank you. Can I have a list of the questions next time?

(General laughter.)

MR. WILLIAMSON: You let him get down before you could ask him anything.

MR. JOHNSON: Welcome, Judge.

JUDGE KELIHER: Good morning. My name is Margaret Keliher; I'm the Dallas County judge. All week I've been thinking I was going to lose my voice, and I kept thinking if I can just make it through Thursday morning, I'll be all right. I may lose it, though, right about the time Commissioner Williamson's questions start.

(General laughter.)

JUDGE KELIHER: It's my privilege this morning to highlight for you several of the major components of our metropolitan transportation plan and showcase for you the progress that we are making on this plan becoming a reality.

Mobility 2025, adopted by the Regional Transportation Council in May of 2000, calls for the construction of more than $49 billion in transportation improvements of which a majority of these projects are funded from local transportation sources, a major component of our region's evolving transportation system and our regional rail system. In the early 1900s through the 1930s, north Texans benefitted from an extensive inter-urban rail system that served to connect our cities and economic centers. Unfortunately, this system eventually gave way to the convenience of automobiles. Now, nearly a century later, we're well on our way to reestablishing a regional rail system that is moving commuters, creating new economic opportunities, improving the quality of life in our region, and assisting in meeting our air quality requirements.

With DART's recent opening of the Northeast line to Garland and the extension of the Dallas North Central line into Richardson and Plano, 44 miles of the planned 93-mile light rail system is now in operation, serving 55,000 riders daily. Efforts are well underway to begin construction on the final two remaining radial corridors of the light rail system: the Southeast line serving Fair Park and southeast Dallas, and the Northwest corridor connecting the Dallas central business district, Love Field, Irving, Las Colinas, DFW International Airport, Carrollton, and Farmers Branch.

Our rail system and future plans are not, however, limited to just the Dallas area. Plans call for the construction of a light rail system in Fort Worth with the initial construction connecting the central business and hospital districts. The Trinity Railway Express, our region's first commuter rail line, connects our vital regional economic centers of downtown Fort Worth, DFW International Airport, and downtown Dallas. The TRE continues to grow in ridership with more than 7,500 riders daily and has become our model for expanding commuter service.

Our Mobility 2025 plan calls for 152 miles of additional commuter rail services. The Regional Transportation Council and MPO staff, in cooperation with our transportation authorities and local governments, have embarked on an extensive regional rail implementation study with the emphasis on expediting rail system expansion. A major component of this rail planning effort involves working closely with our freight rail operators to address bottlenecks in our region's freight rail network which, if alleviated, may also facilitate opportunities for commuter rail implementation.

A specific task of this effort will be to coordinate our proposed Trans Texas Corridor with our region's freight and passenger rail system needs and provide recommendations to you about the location of these facilities. For example, a centrally located north-south Trans Texas alignment option between Interstate Highway 35 and Interstate Highway 45 may save billions of dollars by combining corridors, and a resultant east-west corridor would serve as a bypass route for Dallas-Fort Worth freight rail shipments.

Policy leaders throughout our region have begun an ongoing dialogue regarding future institutional models for expanding and integrating our regional transit operations. We remain confident that our plans for a truly regional rail system are well on their way to becoming a reality.

A major component of Mobility 2025 that is vital to moving more commuters is our high occupancy vehicle and managed lane system. Currently we have 31 miles of HOV lanes in operation. Even though these are interim HOV facilities, more than 100,000 commuters take advantage of these facilities daily.

As we move forward with TxDOT on the reconstruction of many of our freeways, our plan calls for construction of 266 miles of permanent HOV and managed lanes. These facilities are vital to addressing the future demand on many of our regional travel corridors. We are relying heavily on TxDOT and the North Texas Tollway Authority as partners with our transportation authorities and local governments in the design, construction and operation of these facilities.

And I guess before I turn the mike over, I'll take any questions.

MR. WILLIAMSON: Do you have the ability to switch back a slide?

MR. NICHOLS: Are you talking about the alternate on Trans Texas?

MR. WILLIAMSON: Yes. I wasn't going to ask about this, but this is convenient to. So do I understand that urban Texas understands that they can propose alternatives that will be seriously considered -- alternative to the original concept? What that tells me is that North Texas recognizes that the green lines aren't set in concrete, as it were, that the thought process said: Wait a minute, we can do it differently to serve our interests best and we can advance that idea.

JUDGE KELIHER: We would like to be able to think there's dialogue available.

MR. WILLIAMSON: That pleases me to see that. That tells me that: Okay, we started the thought process and now urban Texas is looking around and saying wait a minute, maybe there's something better that accomplishes the same purpose.

JUDGE KELIHER: And let's keep the dialogue open to discover that. Yes.

MR. WILLIAMSON: Ken was a guinea pig and some of the questions got fleshed out, but I do need to ask you a few. You were at the meeting with Mr. Wolens and Mr. Brimer.

JUDGE KELIHER: I was.

MR. WILLIAMSON: Did you have the impression that at any time any of us were in disagreement that we needed to move forward with something?

JUDGE KELIHER: I had the impression that we all recognize the fact that we need to do something and explore the opportunities that may be available for regional transportation.

MR. WILLIAMSON: And with respect to me, because I have to serve everybody in this room, did I give you the impression that I thought any counties should be left out or anyone should be left out, or was I arguing that more counties should be brought in?

JUDGE KELIHER: I think that your attitude was very inclusive and a desire to have regional transportation for as many counties as possible.

MR. WILLIAMSON: And I didn't ask Mayor Barr because he doesn't have to serve anymore soon, but I need to ask you. If public servants at the local level were faced with having to advocate to their citizens an alternative to the admittedly rough discussion about I'm paying a sales tax for mine and you're not paying a sales tax for yours and you don't have any tax but you want into my system, and so maybe let's get all that out on the table and find something where we're all paying, would you advocate for a regional gasoline tax, would you advocate for a regional toll system, would you prefer not to advocate for anything, would you advocate for everyone passing a sales tax like I guess Dallas and Dallas County does? Do you have a sense of that?

And the reason I ask that is because soon the governor is going to be asked to seriously consider supporting some alternatives for urban Texas, and I think it would be beneficial if he began to have a sense of what mayors and judges and commissioners and council persons were willing to go out and advocate for: a regional gas tax; a regional sales tax on gas tax; converting some of the existing lanes to toll corridors so that everyone can do away with their dedicated sales tax, or what? And I'm curious what your perspective is.

JUDGE KELIHER: I guess -- and maybe in conjunction to the meeting we had that day -- my feeling about this when I came away from that is there are a lot of alternatives out there and some things that need to be explored. I think that some of the points that you made during that meeting -- that, for instance, TxDOT is going to be limited in funds and we're going to have to start looking for other ways to be able to fund transportation -- what are some of those options was a great way to start a dialogue going.

It's no hidden fact that the four county judges have sent letters to Brimer and to Wolens asking that we have some opportunities to explore what our options are. I think everybody supports regional transportation but at this time I am unclear as to what all my alternatives are; I'm unclear as to how another level of government fits in with some of the operations and the organizations that we already have. I think that we have people -- and obviously a lot of people here in this room -- who have given and been truly dedicated -- I mean, I'm a newcomer -- but have been truly dedicated to this issue of transportation, and I think we need to engage everyone in that conversation to be able to talk about regional transportation, and I, for one, would love to have that dialogue.

MR. WILLIAMSON: Would it be best to go ahead and create that legal framework and not try to define what that bureaucracy would look like and do that over the next two years, or is our interest served by just talking about it now and waiting for the next session to do something more formal?

JUDGE KELIHER: I can give you my personal opinion. I think the bill coming down like it is feels a little bit more like a cram-down, and I never think people are very happy about it when it comes at them that way. I think that if there was some dialogue -- I'm not going to say that at the end of two years we won't be back at the same place that we are setting up the authority just as it is right now, but I don't see the harm in waiting and doing it in two years and having the dialogue first.

MR. WILLIAMSON: Well, what about a whole lot of dialogue right now and getting it over with and setting the framework up and then dialogue about what's inside of it?

JUDGE KELIHER: I have to admit, in the short time I've been in government, if it could move that quickly, I'd be really impressed.

MR. WILLIAMSON: And in the relatively short time -- compared to Mr. Wolens -- that I was in the legislature, I learned that sometimes the very best things do move very fast, but that's just two different viewpoints. I thank you for talking to me.

JUDGE KELIHER: And I think they may, and I appreciate it, and at this time I will turn it over to my counterpart, Judge Ron Harris. Thank you.

MR. WILLIAMSON: My buddy.

JUDGE HARRIS: Are we at the "bro" stage yet?

MR. WILLIAMSON: Almost.

MR. NICHOLS: Could you turn the volume up on the mike?

JUDGE HARRIS: It depends on whether I'm asking questions.

MR. NICHOLS: No. I was serious to our audio people. I cannot hear it very good.

JUDGE HARRIS: Maybe it's just me.

MR. NICHOLS: It's not you, it's probably me.

JUDGE HARRIS: Does your wife tell you the same thing?

MR. NICHOLS: Yes. She says I just don't listen.

JUDGE HARRIS: Selective -- that's what it is, Mr. Commissioner.

(General laughter.)

JUDGE HARRIS: I am Ron Harris and I am Collin County judge and co-chair of the Dallas Regional Mobility Coalition; the other co-chair is Judge Keliher of Dallas. And that was set up, I guess several months ago, as Lee Jackson exited to the academic world and became a chancellor, and we've often invited him to come back and share in our fray, both on clean air and transportation, and he claims he has enough challenges raising the university to the status that he plans that to be.

My charge here today is to talk to you about the backbone in transportation that we have in our Texas, and that is both the TxDOT roads, city roads, as well as toll roads. We have today being driven in our area over 120 million vehicle miles every day, and that is expected to grow at over 200 million by 2025. Now, bear in mind, that is with roughly a 3 million population growth out of the 10 million that's going to come to our state in that same time line. I think there's 4 or 5 million in the area today, so you overlay 3 million and you can see where the transportation system is going to continue to be backlogged.

As 2025 comes, we're looking at the need for 2,500 additional freeway and tollway lanes at the current financially constrained level of $11.5 billion. Now, I would call your attention to something you may want to look into, when we say financially constrained, that does not say it will meet a 1.15 congestion level. As I was talking to Michael Morris this morning: there are roads that are needed that are not on the map; there are roads that, because of financial constraints, only a half a lane can be built -- and I don't want to drive in half a lane, not to mention 18-wheelers.

Many of these areas are actually focused on a 2025 congestion level of four hours, and that's not because anybody is not doing a good job, that's the financial constraint. And what I would pose to you, as we move into this, is that we as a state undertake a strategic plan to really see what we need. Michael Stevens from the Governor's Business Council, has come up with a report soon to be released that says we're $78 billion short statewide, and you can see how that could easily happen. That doesn't count your maintenance of the nation's largest roadway system.

We are also engaged in a statewide effort with the Houston Partnership in the greater Houston area, as well as Bexar County, in trying to build and raise the tide of funding for everyone. We are working in our area -- Mr. Williamson, I know you asked Chairman Dillard this morning when a toll road would come to Parker County.

MR. WILLIAMSON: I can't wait to pay my toll.

JUDGE HARRIS:  He probably indicated you needed a toll tag and a large MasterCard.

MR. WILLIAMSON: Absolutely.

(General laughter.)

JUDGE HARRIS: We do have 137 new toll lane miles since 1995 in the region. This is over $700 million worth of projects. I think I can safely say every one was in partnership with TxDOT. They would not have been financially feasible if we weren't able to partner, specifically on at least three or four very expensive interchanges that I know we did partner on. The transactions today right now are 780,000 transactions a day -- that's a lot of dimes, quarters, toll tags -- and we're running at about 668,000 toll tag users. And I can tell you it's wonderful not to be searching through your pocket or watching some folks in front of you stumble through while you're trying to get through a tollgate. I saw a person back out of one the other day and I thought somebody would call 911 over a gunshot.

The NTTA is working very diligently on the Southwest Parkway -- as they have for some time -- which will extend the toll road into Johnson County. They're working with the City of Dallas on alternatives for the Trinity Parkway and are fully supportive at whichever way the city moves on that, whether it's with a toll road or not.

We are also extending the Dallas North Tollway. The board approved design with a construction commitment to be complete by 2008 to extend main lanes all the way to 380. Citizens in Denton are excited about that because that will truly give them another route to go south. Right now, if something happened to one of those bridges, they would be pretty well tied up because 35 is the only way in and out of Denton.

And Lee Jackson also, I might add -- throwing in a word for him, and please tell him I mentioned it -- is very interested in 35 now; his focus has somewhat shifted. Once he said "I do" he started talking to us about Interstate 35.

We're also working in Collin County with Grayson County and Denton County on the toll road up north, ultimately through Grayson County. Denton is working on the Lewisville Bridge to connect 35 across to the toll road. We're working with Denton and the City of Denton on, roughly, an alignment along FM -- I think it's an FM -- or State Highway 455 that runs along the lake to become a northern loop around the Metroplex. It would ultimately extend through Collin County down east and hook up probably somewhere around I-30, and then travel south maybe to the outer loop that Dallas has been working on for a number of years.

We also have a real commitment at other alternatives like HOT lanes on the new LBJ project that we're working on that would be a combination HOV lane as well as a premium toll lane for somebody that drove in a single-occupancy vehicle. We're looking at congestion pricing, and as you said, Mr. Commissioner, I think -- although we've said it in different ways, as we discussed yesterday -- the viability of adding capacity and tolling it, not existing. Although, the way you put it could also work that if we're tolling two lanes, to build two free lanes, that certainly could, I think, be a sellable point, not turning a road into a total toll road. I don't have any hair for people to knock off but I have a feeling somebody would be after me with more than clippers if I turned 75 into a toll road.

At any rate, we are working together, we do speak on a regular basis. Certainly three of the counties operate through the DRMC, the Dallas Regional Mobility Coalition, and Commissioner Whitley is working, I think along with Mayor Barr, in forming a counterpart in the western region which we would certainly welcome because it's good to have dialogue and talk, as Judge Keliher said. And with that, I'm open to your questions.

MR. WILLIAMSON: I've been kind of hogging, but Robert or John, I don't mean to imply that I'm the only one that's got questions.

MR. NICHOLS: I have a list of things to go over, some of which I had, some of which I added, but I was going to kind of wait till everybody was through, because some of it may get answered in the process.

MR. WILLIAMSON: Judge, since you weren't present at the meeting that Mr. Wolens and Mr. Brimer called -- that I didn't call but Mr. Wolens and Mr. Brimer called -- it would be not productive for me to ask you about that, but I would ask you the same question I asked Judge Keliher about regional funding. If the commission, or frankly, if the governor were to proceed with offering the great urban regions of the state an alternative or an option to regionalize and raise revenue for transportation, do you have any instinct of what you would want to advocate for? I'm not asking you to commit to, I'm just curious what's your sense --

We obviously are toll-driven now at TxDOT, we're toll-driven for the reasons I shared with the House Transportation Committee earlier in the week. We don't believe that the support in the public's eye for gasoline taxes is what we sometimes think it is. We do believe that tolls, when you have a tax alternative, are sellable. We're running out of money. We're going to build toll roads whether the rest of the state likes it or not. We don't have any choice. We're going to be out of construction money in 25 years if we don't. I'm curious of your viewpoint.

JUDGE HARRIS: I think there's a couple of pieces that we would have to have, and certainly with our region's involvement in toll roads, I think you see our citizens support it where it is an alternative where it truly moves mobility, aka, the President George Bush Toll Road. That moved it up 15 years. We would a lot rather have had it as the TxDOT road that it started, but with federal funding and all that being, we chose to go toll road, and the region accepted it, the region supported it -- still do. It's one of the great compliments that many of us get when people say: When are you going to do another one?

But I think for us to do that and for us to campaign for either a gas tax or whatever, I think there's three things -- not having written anything down. One, we would need a commitment and a discussion with the commission that if our citizens invest money on their own, regional gas tax/more toll roads, that that will not penalize us in our share because then you truly have a double tax.

MR. WILLIAMSON: Yes.

JUDGE HARRIS: There's absolutely a half-full and a half-empty way to look at it.

MR. WILLIAMSON: I agree.

JUDGE HARRIS: Half-empty saying why are we doing this because we're getting double-taxed; we're not moving anything ahead, we're not getting anything. If we move Bush ahead, where did that $500 million go?

I think secondly would be as cities and counties -- I know the City of Dallas is in the middle of a large capital improvement campaign and we will be following in November -- we have to build our programs in a general way giving citizens an idea of what they're going to get, what is the value for what they're supporting. And I have a deep abiding faith that the citizens of North Texas have supported transportation projects every time we've brought them because they have an idea these aren't locked in stone because just like our friends in San Antonio, when they got the Toyota plant, they couldn't have known that two or three years ago and they had a bond election. So you want some flexibility to change your priorities, but again, you do it in the light of day. And yes, I do think we can do that.

I know Harris County, Judge Echols and Jim Royer are very excited about having that possibility down there, and we certainly would like to have that as a toolbox, as it were, to work.

MR. WILLIAMSON: When I drive through Fort Worth and stop at the Barnes and Noble to meet Mayor Barr and buy books and then go on to Dallas and go to the theater and continue on to Mesquite to watch a softball game, is it fair for me, living outside of Tarrant County, to contribute to the degradation of air quality and tear up city streets in Fort Worth without paying for it?

JUDGE HARRIS: Actually, you will be able to do that. In May, I believe your county is one of the early counties that's going to start vehicle emissions inspections, along with five other counties surrounding the area that voluntarily did it because they saw their contribution. Now, when the eight-hour standard comes, that will probably turn into a requirement. But right now, yes, you will be able to participate, and yes, you should, but all things aside, our approach from the statewide working group -- this is a statewide problem, and the legislature -- one of the people you mentioned, Representative Wolens -- is very big at taking this through last session. This session a couple of other players are working with it, Chairman Bonnen and Chris Harris over in the Senate just to fix the minor detail of an unconstitutional funding source -- which was not Representative Wolens, it was actually, I think, Representative Bonnen that proposed it, so now he gets to pay the piper.

But it is a statewide problem, and we feel by doing statewide diesel taxes -- which is part of the funding source for this one -- statewide inspection fees and so forth that we are all Texans and we pay for it. And certainly Representative Chisum has been the benchmark in leading us in that direction, and I have not felt the other 36 counties that participate in this group have felt that anyone is not participating, and that really is thanks to the leadership here in the legislature.

MR. WILLIAMSON: And my last inquiry, Judge, so often in this setting once a month, and then in our private conversations or our various meetings around the state, the transportation dialogue, of necessity, focuses on roads, but the reality is a large percentage of our population -- I don't know if it's a majority -- the recent poll that Mr. -- was that your poll that was released -- I think tended to surprise us all about the support for commuter rail, but some of us believe that the future suggests that we should be focused on public transit and in particular rail transit. So none of us mean to imply that there's not room or that transit isn't an important part of the solution from this party. Is that also the case -- I mean, in your mind it's not just roads?

JUDGE HARRIS: No, transit, like an air quality solution, specifically in the four-county area, DART and the "T" play a part, they are not nor will they ever be an answer. I believe in New York City only 10 percent of the people ride mass transit, and that's a number that I've heard, and like any number, it could be wrong. But when you look at the massive number of people and the traffic tie-ups, you know that everybody is not riding the train. But I think that needs to be part of, again, our bag of tools. But I think we must remember that commerce and families travel city to city on the state highways. Connectivity must be maintained. If you order something over the internet, you're a great "e" shopper, it's going to come to you by a FedEx or UPS truck on a road, not on a rail. So we have to do both. It would be nice if we could focus on just one, but so often we can't do that.

MR. WILLIAMSON: I thank you so much.

JUDGE HARRIS: Yes, sir. Thank you.

Are you going to be nice to me, John?

MR. JOHNSON: I'm going to be nice to you.

Robert, did you have anything for the Judge?

MR. NICHOLS: No. I said I was going to wait until we go through the whole thing.

MR. JOHNSON: Thank you very much.

JUDGE HARRIS: You bet. Now, Alan Howeth from Fort Worth.

MR. HOWETH: Thank you, Ron.

Good morning, commissioners, and thank you for the opportunity to receive our delegation. I'm Alan Howeth, managing partner of Cantey & Hanger, a law firm in Fort Worth, Dallas and Austin, and co-chair of the Fort Worth Chamber Transportation Committee.

As we've listened to Judge Keliher's and Judge Harris' presentations regarding the need for substantial increases in the capacity of our rail, HOV, freeway and tollway systems, the obvious question is what is driving this demand. Well, the obvious answer is growth. Like it or not, we do have continued growth in the Dallas-Fort Worth area, sometimes maybe beyond our ability to keep up with it. We're all in an economic downturn in this country and the DFW area, of course, is not exempt from that, but in the year 2002 we had our seventh consecutive year of adding more than 100,000 in population to our area.

Indications that this level of population growth is expected to continue. Estimates developed by the State Data Center project that an additional 3 million people will be residing in our region by the year 2030, bringing our total population to nearly 9 million persons. North Texas also continues to lead the state in all economic measures. We believe of particular importance are those measures that reflect growth as we continue to lead the state in both population growth and the creation of new jobs.

One of the key measures we present to you annually is the Dallas-Fort Worth area's projected share of the state's gross product, and in the year 2003 it's projected that the DFW area's gross regional product is projected to exceed 34 percent of the state's total, and as you also see in this slide, this measure has continued to rise steadily since we began tracking these numbers in 1995.

MR. WILLIAMSON: Now, did you get Houston's permission to do that?

MR. HOWETH: It was implied consent.

MR. NICHOLS: Implied.

(General laughter.)

MR. HOWETH: And we believe that in order to continue these demographic and economic growth trends, we must continue to make investment in our regional transportation infrastructure. These investments will continue to manage and fuel the Dallas-Fort Worth economy and all of North Central Texas as well as the entire state of Texas.

That concludes my part of it. If you have any questions, I'd be glad to take that.

MR. JOHNSON: Any questions?

MR. NICHOLS: No.

MR. WILLIAMSON: He wasn't in the meeting and he's not an elected official, so I -- he's just a good guy.

MR. JOHNSON: Alan, thank you very much.

MR. HOWETH: Thank you. I'll now turn the podium over to my private sector counterpart, Pam McQuitty.

MS. McQUITTY: Thank you, Alan.

Good morning, commissioners and Director Behrens. I'm Pam McQuitty, senior vice president of public affairs at Bank of America, and also a member of the North Texas Commission board of directors.

As Alan highlighted for you, the North Texas economy has continued to lead the way in the state's economic growth. Unfortunately, we are not keeping pace in our efforts to maintain mobility. We have continued to see a steady rise in congestion despite the combined annual expenditures of $1.2 billion in federal, state and local funds for transportation infrastructure and the tremendous progress we are making in introducing multimodal transportation improvements. Several of the performance measures included in the Texas Transportation Institute's annual urban mobility report support this assessment

The roadway congestion index which serves as a basis for comparing mobility across U.S. cities illustrates that congestion levels continue to rise in Dallas-Fort Worth. The outcome of adding one million people and 800,000 jobs to our region during the past decade without comparable transportation investments has resulted in significant increase in traffic congestion as reflected in the sharp rise of our area's congestion index shown on the chart.

Other related measures from TTI's 2002 Annual Urban Mobility Report show an alarming trend: the Dallas-Fort Worth area ranks third overall among U.S. cities in annual delay per person, fifth in the annual total cost of congestion, and ninth in travel time deterioration since 1994. Our MPO estimates that the cost of congestion in the DFW area to motorists alone now exceeds $5 billion annually and continues to rise.

Securing adequate funding for future transportation improvements is contingent upon providing meaningful and objective performance standards to policy-makers faced with the difficult challenge of allocating limited resources. We applaud your efforts through the UTP process to explore alternative mechanisms, such as performance-based programming, for allocating funds to region and selection of projects. We must also acknowledge, however, that no state funding allocation will meet all of our mobility needs, and we continue to stand ready to work with you and the Texas Legislature to explore opportunities for increasing transportation revenues.

Through our Partners in Mobility we are actively working again this session to raise awareness on this issue. In your binders we've provided copies of the legislative postcard that we are encouraging the public and also business leaders to send to legislators reminding them of the importance of taking action that will increase transportation revenues.

This is the end of my portion. I'll be happy to take any questions or turn the podium over to my counterpart.

MR. JOHNSON: Questions, Ric or Robert?

MR. NICHOLS: No.

MS. McQUITTY: Great. Thank you.

MR. JOHNSON: Pam, thank you very much.

MR. WILLIAMSON: Great, she said.

(General laughter.)

MS. McQUITTY: Yes, really. I'd like to introduce the chairman of the Regional Transportation Council, John Murphy.

MR. MURPHY: Thank you, Pam.

Good morning, commissioners, Mr. Behrens. I am John Murphy, chairman of the Regional Transportation Council, the metropolitan planning organization for the Dallas-Fort Worth area.

Big problems require aggressive solutions, and as promised to you at your July 25, 2002, commission meeting in Fort Worth, we are going to present an ambitious plan for addressing our mobility needs. While we are very proud of the partnership program that we have had with you since 1999 -- which has been instrumental in funding many of our needed regional transportation projects -- we believe that now is the time that an enhanced partnership program be proposed that focuses on strategic investment opportunities with major regional mobility benefits.

There are five components shown on the slide behind you of our proposal that we believe will generate as much as $3.2 billion of additional revenue for mobility investments in North Texas over the next ten years. First, the use of performance-based programming in the TxDOT UTP program for geographic allocation of Category 2 funds will lead to increased levels of funding to the TxDOT Dallas and TxDOT Fort Worth districts.

Second, we believe that through your support for reprioritizing TxDOT UTP Priority 2 projects, we will be able to expedite as much as $300 million of additional or existing underfunded regional transportation projects in our region.

Third, the leveraging of tollway bond funds to advance regional tollway managed lane projects in North Texas will generate $1.3 billion in construction funding to be used on four key regional projects. We are relying on your continued endorsement for TxDOT's collaboration with the North Texas Tollway Authority, and the Texas Turnpike Authority in funding and construction of tollways and managed lanes.

Fourth, we are requesting an allocation of $100 million annually over the next ten years in the Texas Transportation Commission's Strategic Priority Fund to TxDOT Dallas and TxDOT Fort Worth to construct freeway and tollway system improvements.

Fifth and finally, the Regional Transportation Council is dedicating $300 million of Federal Surface Transportation Program Metropolitan Mobility funds to be used in partnership with you to move forward on the construction of major freeway system improvements in the Dallas-Fort Worth metropolitan area. On my left you will see a check -- which just try to cash it -- that we will like to present to you today following our formal presentation.

A list of candidate projects to be considered for funding through this proposal over the next ten years is illustrated on the map behind you. We recognize that these funds will not cover the cost of completing all of the projects shown, and indeed, we remain diligent about pursuing any and all additional federal state and local funds that we can bring to the table to support these projects.

We are optimistic that this enhanced partnership program will provide funding for the construction of several key regional projects, including: State Highway 121T, the Southwest Parkway in Fort Worth; the reconstruction of State Highway 183, the Airport Freeway in northeast Tarrant County; the Trinity Parkway around downtown Dallas; managed HOV express toll lanes on Interstate 635, the LBJ Freeway corridor; and State Highway 121 from the funnel in Grapevine to US 75 in McKinney.

Each of these large regional projects comes with an equally large price tag, and we've all heard the joke that the definition of partnership is that I don't have any money; can I use some of yours? The partnership between the transportation commission and the RTC has truly been a partnership and one that has allowed us to accomplish many of our goals and bring some important plans to fruition. Our proposal is 100 percent dedicated to regional facilities -- and I emphasize the word "regional." We hope that you will embrace this proposal as well so that we can continue to work together to address mobility needs in North Texas.

With that, I'll take questions if you have any, sir.

MR. WILLIAMSON: You get the same exemption from me.

MR. MURPHY: Very good. I appreciate the exemption. With that, it's my pleasure to introduce the mayor of Dallas, Laura Miller, to conclude our presentation.

MAYOR MILLER: I am pleased to be here to be the Ken Barr bookend speaker. I also want to follow up on what the commissioner said about Ken Barr. As the chairman of the Transportation Committee for the U.S. Conference of Mayors, I have been so privileged to watch Ken Barr in that position for the last year and to really help me as a baby mayor in North Texas to really appreciate the transportation challenges we've had to face in North Texas. I am deeply saddened that he is not going to be the mayor after next month and I want to thank him publicly from all of us for all of his great work.

(Applause.)

MAYOR MILLER: Now, my official job is to show you the seven items that are on the screen back there, all of which have already been discussed, so I will move on.

I would like to tell you that I've listened to all the comments about how many cars we have on our streets and our highways in North Texas and how successful -- and it's true -- that DART has been and the North Texas Tollway Authority and TxDOT, and I will tell you how grateful I am, for example, that Central Expressway looks the way it does now, and all that you're doing on the High Five project which is an engineering marvel and we're very appreciative for that.

But there's a bigger issue here and it's a regional issue, and if you believe, as I heard previously, that we have regional problems -- and I agree with Ken Barr that two on the top of the list are transportation and education -- the third biggest problem that he and I agree on is that you've got an enormous environmental problem with emissions in our part of the world. And as we all know, we're under threat right now from the federal government that if we don't clean up our act and clean up our air in North Texas, we're going to be losing a whole lot of highway money.

So we take that very seriously, and Ken Barr and I have spent the last year discussing how do you resolve this problem when you don't have enough money and you've got too many cars and you've got too many people and you know that you can't, in a world that has high quality, just continue to lay concrete and think that that can be the solution to your problems.

Ken and I went to Montreal, Canada, on a joint trade mission, the first joint trade mission ever for a Dallas and Fort Worth mayor, and we were so impressed because in Montreal they used to have 27 cities in the metropolitan area with 27 different forms of government and last year they consolidated 27 into one city and the City of Montreal now runs it all. And we got there in time to see how difficult and challenging that is, but Ken and I were inspired because we feel like if we treat Dallas-Fort Worth as one region with the same goals and the same dreams and the same concerns for transportation and the environment, that we can get moving a lot more quickly. And one of the reasons it's so great to be here today is because all of us are here with that message for you, and we rarely get together like this and make this pitch, so that's why I came down because I think it's very important.

I really do agree that the problem with solving regional transportation problems is going to be money, and we have spent the last year, Ken Barr and I, discussing how do you get the money to not just build roads but to get DART -- which has been surprisingly successful for some of us who years ago didn't think it could work -- how do you get DART blown out very, very quickly so that the four major counties, and of course you've had to then include the counties to the east and west since Weatherford is the economic capital of North Texas --

(General laughter.)

MAYOR MILLER:  -- but how do you get the money to allow a University of North Texas student in Denton to get on light rail and go to the SMU library or to go to the Modern Art Museum that was just recently opened in Fort Worth? How do you get an Arlington family on light rail to go to the State Fair of Texas instead of getting on the road? And that's what this is all about if you want to solve the air quality problems and congestion problems at one time.

And the money is a problem, not only because, as you know, you have limitations on your money, but as we know from discussing this -- especially this time in the legislature -- I do not think it's realistic that we're going to have the sales tax rate increase to do transit, I don't think that's realistic, and that's been proposed. And I give a lot of credit to Walt Hughman, who you know is Mr. North Central Expressway, because he has brought this idea to us, you know, how do we get a mass transit system, how do we get people out of their cars, what's the inducement and how do we fund that?

Because of the current structure, Dallas may put a penny in for transit but Fort Worth can't because half of their penny they decided years ago to spend on a crime commission, on a crime district for police officers, and if Ken Barr is going to put his whole penny toward mass transit to join us to do light rail, he's going to have to find $35 million in his budget overnight to pay for those police officers that are currently using half of that penny.

Look at the 4A and 4B money that's spent in North Texas on economic development, and that's tied up. So if you want to get to the goal -- and I do -- which is cleaning up the air and getting people out of their cars, then you've got to look realistically at the money. When we had the meeting with my husband Steve Wolens and Senator Kim Brimer and Commissioner Williamson and Judge Margaret Keliher on February 18, I was very pleased that we all said since we can't do sales tax and since different cities are limited on funding, and since you can't do a gas tax because gas tax can't go toward light rail under the constitution, it can only go towards roads and education, then if you want to get to the goal, how are you going to do it?

And we all embraced in that meeting the cram-down concept of using our existing roads to have people have a choice: pay the toll and stay in your car, or maybe you decide if light rail can be built quickly to my city, to Denton or to Arlington -- who I believe will not be able to afford to build their own light rail themselves -- if they buy into a regional authority -- which I think is a great idea -- and we have a way to fund it to build light rail out quickly, I think you will get more people choosing to get out of their car if it's easy for them to get on light rail and get across our region.

So I think that the bill that has been filed is very good because it makes us start talking and it crystallizes the issue that Ken Barr and I have worked so hard on this last year to try to find solutions for our region. I'm a girl that probably acts too quickly on her ideas but I think this idea is one that we absolutely have to pursue, and all of us need to do it together with DART, with NTTA. DART has provided the model and it works; NTTA has provided the model and it works. But things are moving too slowly for some of us in the region because we want to get to the goal a whole lot faster.

MR. JOHNSON: Any questions?

MR. WILLIAMSON: Oh, yeah. As I indicated earlier, Mayor Miller, I truly believe you and Mayor Barr are two of the great mayors in our state, and I think you're great because you're both fearless and you're not afraid to take the arrows and you're not afraid to take the criticism. I just need to get that on the record. I'm not objective about the two mayors of North Texas, mayors of the big cities.

In your recollection of the meeting, did we ever discuss excluding anybody?

MAYOR MILLER: No.

MR. WILLIAMSON: And did we ever discuss stopping anyone as opposed to expanding the service, the public transit service on the state? It was not an attack on any entity, it was a discussion of expanding service. We weren't focused on individuals or entities, were we?

MAYOR MILLER: No.

MR. WILLIAMSON: It's interesting how people talk, is it not?

MAYOR MILLER: Well, it's interesting to be excited about a concept in a meeting and all kind of come to the same conclusion and decide collectively to act on it, and then after the meeting some folks I guess changed their minds and don't let everybody else know. But I will tell you, you know, it's a scary thing to think about taking something wonderful like DART and making it much bigger in a very quick way. It's very scary to think about putting tolls on existing roads, but if you want to solve the problem, then all of us together -- because I think all of these agencies are very successful unto themselves, and it's so interesting to me as a formal council member, I spent the first four years in the Dallas City Council really not understanding as an elected official in the eighth-largest city in America how does TxDOT, NTTA, RTC, TRE, the "T", TTI, the MPO, North Texas Commission, Partners in Mobility, how do they all work together and what's the goal. And I think it's incumbent upon us to come together and with a unified voice, figure out the goal and go get it, and if it's tolls on roads, we need to talk about that.

MR. WILLIAMSON: And my recollection, as that particular meeting stopped, was that Mr. Brimer, as well as Mr. Wolens, said we will file this and start the dialogue. It wasn't we will file this and pass it before anybody can stop us.

MAYOR MILLER: No. And just so you know, really with Walt Hughman's leadership, he came up with this idea of the regional authority a long time ago and brought it to me as soon as I was elected mayor a year ago, and I've had lots of meetings since then with him and other elected officials to try to come up with a plan for this. We had one meeting out at COG in Arlington with a large number, from Florence Shapiro to Kim Brimer to a lot of us that were there, mayors and state legislators, and we talked about this issue: how do we get there. So this is not something new, it was not born of the meeting we had with you, it's just been a part of the dialogue for the last year.

MR. WILLIAMSON: Thank you so much.

MAYOR MILLER: Thank you very much for having us. And out of the interest for true regional cooperation, I will now mention my three top priorities for Dallas which are LBJ Freeway, the Trinity Parkway, and the I-30 replacement Calatrava Bridge. Thank you very much.

(General laughter.)

MR. JOHNSON: Robert, I know that you have a question or two. To whom did you want to pose them?

MR. NICHOLS: I'm not going to pose it to anybody until I get it specific and we'll just see who jumps up. First of all, Mayor Miller, that's the first time I've heard anyone refer to a mayor of one of the largest metropolitan areas on our state as a "baby mayor." Is that what you said?

MAYOR MILLER: Well, short term.

MR. NICHOLS: All right. I couldn't help but note that.

MR. WILLIAMSON: That's a former mayor to a former mayor.

MR. NICHOLS: Also, kind of an opening comment, I want to say that as many questions that have been asked of the different people who attended a particular meeting, I'm glad I wasn't at it.

(General laughter.)

MR. NICHOLS: With that, I'll kind of jump down my list. This really appears to turn into more of a meeting as a presentation which I think is very helpful. A couple of ham-and-eggs things I had, a lot of you over the last several years have asked our agency to figure out ways to streamline our funding, shorten the number of categories, get more local input, all of those kind of things. That was never mentioned today because you know we've been into a two-year transition trying to accomplish that very thing, and I think we're very close to finishing it.

In that we had different task forces, one of which was all the metros, to come together and basically make recommendations as to a method of allocation to the metros because there's always this concern that one group is getting more than the other, that sort of stuff, and I think they came up with some pretty good recommendations from that. And I know in a few months we're going to seriously consider adopting that, and I would like to see a formalized acceptance or rejection or whatever of that formula, and I think that probably would go through the MPO.

MR. MORRIS: Commissioner, let me quickly give you a quick background.

MR. JOHNSON: Can you identify yourself for the record?

MR. MORRIS: I'm sorry. Michael Morris, director of transportation for the Metropolitan Planning Organization of Dallas-Fort Worth.

Last summer the Regional Transportation Council began on this partnership program and we knew that if the region was going to develop new assets, a policy question we've had before you since 1996 was a way to ensure that transportation revenues generated from the Dallas-Fort Worth region would come to the Dallas-Fort Worth region. So if you or the legislature wished to propose a local option gasoline tax or a new toll road initiative or some particular initiative, it wasn't going to come at the expense of the Dallas-Fort Worth residents continuing to pay additional funds on new initiatives -- let's say like new toll roads -- without some assurances that the revenues that they're paying won't come to this particular region.

The reason why you didn't hear anything about the Unified Transportation Program is we've long blessed the new Unified Transportation Program. You have asked some of us to serve on those particular committees, of which our director and assistant director served. The recommendation in Category 2 is to adopt the commission's new five strategic priority goals and any other performance measures you wish to do, create an accountable system for local regions on how they develop transportation, and allocate those performance dollars to those particular regions in Category 2.

I happened to serve on that Category 2 committee. I was a lone wolf at meeting number 1 and 2 and 3 when I tried to say: I served on Chairman Johnson's policy committee on strategic priority; if we really believe in those goals, then we should translate those goals into performance objectives, hold us accountable in our urban regions; given an annual or every two-year report to the legislature on how we're doing with those particular goals; allocate the dollars to the urban regions based on those performance measures. As a result of that commitment, if you can make that commitment, the Dallas-Fort Worth region through either property tax referendums in the City of Dallas or Collin County, like you heard today, or the flexibility of surface transportation program funds to build more projects, or the construction of toll road projects within the region, or the construction of toll road projects on express lanes within the region, you then create for the first time a dynamic opportunity to raise all those revenues to move projects along.

So I think one thing I need to clarify for the record, I abstained from the vote on that particular committee because I was the author of the Dallas-Fort Worth solution that went to that particular committee of which that committee, as you'll see, has voted unanimously in bringing that proposal to you. You will get a letter from the Regional Transportation Council obviously endorsing the partnership program because $300 million they already approved last September to bring forward to you as part of this presentation as we continue to work with you on the specific projects you wish them to be put on.

MR. NICHOLS: Thanks. It's that formal letter, resolution or whatever method that we're looking for. I felt like it was supported, particularly since you kind of authored it, I just have not seen a formal adoption of it and I didn't want somebody later to come back and say, well, we never formally adopted it.

Number two, in the list of projects -- not specific projects but there was a tremendous amount of emphasis on tolling, different opinions on how to toll, but I think we're all heading exactly in the same direction that if we can toll and take advantage of the opportunities to toll whenever possible, whether it be on new expansions, new locations or whatever, we're going to begin evaluating every single project that way because we can build three projects as opposed to one faster and faster and so on.

In light of that, I know that toll tags -- I heard toll tags mentioned several times -- great system, Houston has got a great system, there are other toll works in the process around the state, and we kind of envision over time an interconnectivity of tolling facilities, some of them corridors, some of them regional congestion things, and the term "interoperability" is going to become extremely important. In other words, if someone in the NTTA area gets a toll tag, they need to be able to use that to drive in Houston or Austin or San Antonio or any of these other systems with one toll tag. NTTA can manage that toll tag, sell it, process the cost, whatever, very much like a Visa card, but the technology is available for that system for NTTA to be paid for the processing when one of their subscribers travels to another area of the state, because we don't want a system where our citizens in the state cannot pass through.

Now, I know all the regional toll authorities agree with that, but the problem is everybody wants everybody else to use their system, nobody wants to change their system because they don't match, and as the technology evolves -- I will just state from the commission's standpoint -- it's going to be extremely important that that be resolved fairly shortly. And I think everybody supports that; there's just disagreement on exactly how to get there.

In that formula -- as I understand you were talking about, Michael -- in our UTP the establishment of a consistent funding mechanism that a region or a district can count on pretty much should address the concern about being penalized for tolling or some of these other initiatives. If we establish by some of the formulas that I saw, then regardless of whether you had some local extra money put in or you did an extra toll project, you still have a consistent funding source, and that in effect protects -- as I understand it -- the concern that the area may be penalized. Does it not?

MR. MORRIS: Mr. Nichols, absolutely. If you go to performance-based programming, tie it to a ten-year vision, your elected officials in El Paso and San Antonio and Houston and Dallas-Fort Worth know your commitment, they know where the shortfalls are, then they can work hard to make up any of those increments to build as an aggressive a transportation vision as they wish.

MR. NICHOLS: Thank you.

Another item I did not hear today that I had spent a lot of time up in that region working with relates to the subject called "access management." There was a lot of controversy, a lot of discussions. Over the past two years we've brought the issue up as a state, we felt like it's very important to consider. We have not -- I heard the term -- rammed it down anybody's throat; we have been studying and working with all areas of the state for the last several years on that. There's 41 or 43 cities in the State of Texas that have already adopted access management -- and this is more of an informative comment than a question -- and we threw several ideas of proposed rules at hearings around the state, we began the process of addressing those.

A lot of the concerns I kept hearing, particularly toward the end, as it evolved was that how do you have a set of rules that refers to a manual and we can't look at the manual because the manual isn't written. Of course, we were saying you don't do the manual until you decide to do a set of rules, so with that in mind, we have been working on the manual, and let you know that in about a month -- we believe by the end of April -- that manual or the first completed draft will be complete -- letting everybody know in advance. We will put it on the internet, it will be on our website, we'll let you know when it is, we'll send enough messages around, and I would encourage any of you who are concerned about it or interested in it to have your transportation people, the engineers in the area, developers start looking at that manual because we want to continue moving in a positive direction working with you direction towards access management because we truly believe it is going to be very significant.

I know that Senator Shapiro has a bill that in effect protects municipalities if they have their own policy/procedure of driveways and access management. We support that; we had told everybody we were going to try to put that in our rules anyway. I know it's a very comforting thought to know it's in statute. We'll let you know we support that. She's been very good about it, very positive toward transportation, so we think that's good.

But we let you know it's coming.

And number three, I want to thank all of you for being here and working on these things year after year. I know it's a lot of work, a lot of you are passionate. It is so important, however there may be some disagreements, that everybody is concerned and heading in the same direction to solve the problem we all know we have and is coming. It is so meaningful when you as citizens, as elected officials come talk to us, particularly during a session to your legislative members. It is immeasurable the value that your contribution has been toward this process and I want you to know I appreciate it.

MR. JOHNSON: Thank you.

MR. WILLIAMSON: Are you going to speak?

MR. JOHNSON: Are you referring to me?

MR. WILLIAMSON: Yes, sir. There's one thing I need to ask because I don't want to go last, you're the chair.

MR. JOHNSON: Okay. Well, fire away.

MR. WILLIAMSON: Real quickly, if you can do one thing in this legislative session to improve transportation, if the legislature can do one thing, Judge Harris, what would it be?

JUDGE HARRIS: Pass Senator Ogden's bill.

MR. JOHNSON: Senator Ogden's bill.

Ken?

MAYOR BARR: Senator Ogden's bill.

MR. WILLIAMSON: Senator Ogden's bill.

MR. WILLIAMSON: Mayor Miller?

MAYOR MILLER: I'd like us to spend some time trying to flesh out the idea of a regional transportation commission.

MR. WILLIAMSON: Judge Keliher, where are you? One thing?

JUDGE KELIHER: I would like to flesh out some regional transportation issues too, whether or not that's with this bill or not, I don't know.

MR. WILLIAMSON: Michael?

MR. MORRIS: Commissioner, if we don't get support for that air quality initiative, we're not going to be building very many transportation projects, so the TERP funding for that legislation.

MR. JOHNSON: Glen, one thing?

MR. WHITLEY: I'd like to see some money in mobility funds.

MR. WILLIAMSON: Interesting you're the only person who said mobility fund. Anybody else? Thank you. I just wanted to do a quick poll.

MR. JOHNSON: Thanks. A lot has been said -- and I don't want to extend this any longer than it needs to be -- I did want to embellish on a thought or two. First of all, this meeting on February 18, whenever it occurred, Robert, it's a good thing you weren't there because it would have been unlawful for you to have been there.

(General laughter.)

MR. JOHNSON: But there were two or three points, I think, that are particularly my pets, if you will, and Robert, you touched on certainly one which is this interoperability of the various toll systems around the state. I think it's commonsensical to expect that there be interoperability, but I think that we must demand that there be interoperability. It's senseless for the citizens of this state, depending on whether you're a participant mostly in the North Texas Tollway Authority's program or HCTRA's program in Harris County, or the new Central Texas Turnpike system -- which will be up and running I guess in 2005 -- to go outside your region or outside your system and not have your toll tag be valid for use in those things and have to stop and pay directly. To me that is just non-Texan.

I know NTTA has taken the lead and HCTRA and our Texas Turnpike Authority are having dialogue and hopefully very fruitful dialogue to get to a common denominator where the great people of this wonderful state can go from one system to another, and then extrapolate upon that, use it in other maybe commercial enterprises like parking. I know the future is limitless, the ideas that we can generate, and I'm confident that we'll be successful. Robert, I'm pleased that you mentioned that.

The impression is, and it's an accurate one, tolling is a future way of construction of surface transportation in the state. I think without question we agree that our resources are limited and that tolling is probably the answer that looms, and we are moving very rapidly in that direction. And I think it's illustrative that two of the things came forward just in dialogue today.

Judge Harris, you mentioned the George Bush Turnpike, for example, probably moved timewise probably 10 or 15 years of becoming a toll feature. And then Robert suggested that we can do three to four projects if they're toll projects as to one that's a non-toll project. And I think if you combine the element of time and the ability to do more projects, it once again becomes pretty logical that that's an avenue that we're going to pursue and pursue vigorously. And I know in partnership with the Metroplex, with NTTA for certain, and what other tolling authorities or RMAs around the state, we want to be partners and be supportive because that's the answer.

MR. WILLIAMSON: John, may I?

MR. JOHNSON: You certainly may.

MR. WILLIAMSON: I didn't realize you were going to make that comment, and this is maybe an appropriate time for all of us to ask our partners in the audience. Many of my former colleagues understand the cash flow constraints of the department, but many of them do not, and particularly those who represent less urban parts of the state -- and maybe I should just leave that clarifier there. It should be obvious from our meetings every month and the messages we carry out into the districts, we really don't have any alternative but to build toll roads, and Mr. Behrens has been communicating to our district engineers now on a daily basis: every road, every lane, think toll because if we don't seize the initiative and do something, we will not have any money for transportation in 25 years. I'm talking new transportation.

It's probably important for each of you, as the chairman said, to accept that and then walk across the street and be sure my good friends and my former colleagues understand. This is really serious, it's not fun and games anymore. If we're going to have any capacity expansion in the next 25 years, it's going to be either NTTA or HCTRA or the State of Texas, it's going to be the Trans Texas Corridor or the new Urban Mobility Corridor, it's going to be the City of Fort Worth and the City of Dallas and the City of Houston and the City of Austin. I mean, that's just where we are, and we are fortunate in this state that we already have a robust system of tax roads that citizens can choose to drive if they do not wish to pay the toll. And the time is now and everybody has got to hear that message and move forward, while at the same time recognizing what Mr. Barr and Ms. Miller, and I hope myself, have made clear -- and the governor; it's strange that a boy from Paint Creek is going to be the governor that brought commuter rail and public transit to the front of transportation in Texas -- that it can't be ignored that that investment has to be made.

I appreciate you bringing that up and reminding people. It's real serious, it's no joke; it's got to be done.

MR. JOHNSON: And I believe my last point that I wanted to emphasize was one, Michael, that you brought forth, and that's the predictability of funding sources and funding amounts. And you know, I hate to use a worn-out expression "win-win" but if you have predictability on funding from the regional level and from the state level, you can work together so much more easily than if the funding sources are unknown and sporadic. So I just can't emphasize how important I feel that it is and I know everybody in the room feels it is, whether you're on this side working with the regions and the districts, in this case, or you're on that side working with TxDOT. I think that's one of the huge benefits to what we're trying to adopt or actually develop and then adopt.

So having said that, I want to emphasize and embellish on all three of our appreciation to each of you who take so much time and effort and put it into these efforts. Transportation is the cornerstone of quality of life of this state and it's one of the reasons that this state is as great as it is, and it's because of the hard work of you in this room. And those of you in the Metroplex, it's always great to have you. Well presented, well-organized detail.

Mayor, I did note that LBJ and Calatrava and Kennedy should be moving through the pipeline at great speeds, and we'll take that to note. Thank you once again for being here. We're going to take a brief recess so the DFW people can get back to commerce and industry and the Tomball people can move forward.

(Whereupon, a brief recess was taken.)

TOMBALL AREA CHAMBER OF COMMERCE

(Steve Vaughan)

MR. JOHNSON: We will reconvene the meeting and are delighted to welcome the Tomball Area Chamber of Commerce to this commission meeting, and I understand that Steve Vaughan, I believe, will be leading the delegation.

MR. VAUGHAN: Thank you, Mr. Chairman. My name is Steve Vaughan and I'm from Tomball, Texas, and proud I wasn't at the meeting either.

(General laughter.)

MR. VAUGHAN: I know they were wanting to ask us about the Tomball model but maybe that will come later. It would be interesting to note that the last time you visited Tomball was the tragic events of 9/11 happened that day, and here Tomball is back before this group and we have troops now in the Persian Gulf area trying to rectify some of that. I don't know if there's any correlation there or not, but anyway, I am representing and want to make a few remarks to you on behalf of the Tomball area. I have with me several people representing the chamber of commerce, the city government, the school district, both the board of trustees and the professionals, the college district, and then those folks who work for a living making things and doing things in the Tomball area. And if I may, I'd like to just ask them to stand so you can appreciate this group and know that we're interested about things that are happening here in Tomball.

We've always kind of said that Tomball is where hometown meets high tech. For the last six years Tomball has spent a lot of money, millions of dollars and thousands of man hours in preparing for what we've seen coming our way. The movement northwest out of Houston has been happening for the last several years and it seems to be multiplying more and more. We knew that it was incumbent on our community ten years ago and further back that we did do a good long-range strategic plan to control and channel that growth, build on our strengths and take advantage of the opportunities that are coming our way, but also addressing and identifying those threats that could be mitigated through our weaknesses, and one of those weaknesses of course was transportation infrastructure.

Just a quick review because I think that when I was here in '99 there's been a few changes, but right quick you can see this high altitude aerial photo that you can see Houston from Tomball if you get up high enough, and that 249 corridor there. You can see here's Houston central business district down here; here's the Compaq/Hewlett Packard facility that's just south of Tomball; here's where the plans are for the 249 bypass to deviate from the existing right of way, move over a few 100 feet, and then come back in north of the downtown area; and of course Tomball, Texas, USA is right there.

And we do feel that we are the north end of the technology corridor of northwest Harris County with the software companies, the hardware manufacturers like Hewlett Packard/Compaq. That has attracted a lot of brain power, a lot of income, a lot of people who choose not to live on the Coastal Plain with big live oak trees or go out I-10 and live in rice field prairies, maybe they want to live in rolling hills and big tall pine trees, 249 is the road by which they get there and Tomball is where they're stopping.

We've accomplished a lot of these goals internally. We did get our economic development corporation established several years ago and it enjoys and utilizes efficiently about $1.2 million a year budget. We've created partnerships within the community. We knew that things like workforce development could help new and expanded employment. And the city problems that we face not only is street expansion but water, sewer, drainage, air quality, flood retention, all those areas that have to be addressed by any municipality here in the United States.

But we need your help and the help is we need to finish those projects along that 249 project that's running from Beltway 8 up to the Montgomery County line. We applaud the efforts of TxDOT as they move forward in turning that into a first class freeway, but things have kind of slipped behind a little bit on the 249 bypass around Tomball.

I want to digress just a minute here and talk about that we've been working with the Texas Department of Transportation for a lot of years on this project and I think it's a great opportunity to be sure and tell you, Mr. Behrens, how much we've enjoyed working with our people, with Mr. Trietsch and Janelle Gbur if you needed something, letting us know so we could get it for you -- by the way, I don't do this for a living -- your IT and building service people made me feel comfortable about making a presentation -- I'm used to staring down loan committees but this is a little different for me -- but also to get that thing finished and to provide the leadership emphasis to get those projects completed as quickly as possible because we do have things to do.

Refresh your memory right quick, you can see 249 has been a project that's been going on about since '91 starting at Beltway 8 on the south end and has been moving forward up past Willowbrook and 1960, up past Spring-Cypress, there's still construction going on just north of the Spring-Cypress Road, and right now TxDOT is in the throes of trying to finish some right of way acquisition from where the bypass actually deviates from the existing 249 that's coming around Tomball.

Last Monday night we had a meeting, and Tomball has always been known as a the hometown with a heart, some people used to say hometown with a heart and a brain, but right now that hometown with a heart needs a bypass. The service area that this 249 area is serving, you can see these blocks right here, these are the geographical areas and census tracts that funnel into this 249 area. Also, right now if you're going north or south through Tomball, you're a group of about 37- to 40,000 cars a day and if you're going east to west, you're about 25,000 cars a day. And I notice on your agenda you are letting some more contracts on 2920, probably near Spring near I-45 my guess is, and if those people go west they're coming into the influence of this 249 area.

But this area, if you just take that gray area I showed, there's 240,000 people in there and 82,000 homes that make pretty good money at $53,000 per home.

MR. WILLIAMSON: Would you excuse my ignorance? Is the Grand Parkway coming in?

MR. VAUGHAN: Just south of Tomball.

MR. WILLIAMSON: Would it have appeared on that previous map?

MR. VAUGHAN: Let me back you up a little bit. The Grand Parkway, as being talked about right now, is going to cross near Boudreaux Road which should be shown on this. That 99, that's where they're talking about doing that.

MR. WILLIAMSON: I don't want to get you in a switch but I never pass up an opportunity to get help. If the commission were to direct Mr. Trietsch to give high priority to moving on the Grand Parkway as part of our state toll system, would you object to that?

MR. VAUGHAN: To that being a tollway?

MR. WILLIAMSON: And expediting it, would you object to that?

MR. VAUGHAN: Absolutely not.

MR. WILLIAMSON: How would you feel about us leaving room for, if not building now, commuter rail?

MR. VAUGHAN: Tomball is an old railroad town, commuter rail makes sense. I live in a neighborhood in Tomball, Texas, where 80 percent of the breadwinners of those families get up every morning and they wind up within six blocks of downtown Houston. Commuter rail would make real good sense. Now, this is Steve Vaughan talking now.

MR. WILLIAMSON: I understand.

MR. VAUGHAN: There was several years ago where Metro was looking at commuter rail and the numbers weren't quite there unless they included Tomball. Although we're not in the Metro tax area, they approached us about how did we feel about it, and we said we weren't going to necessarily get in the Metro tax but we would entertain the idea of kicking in some money to build a station or whatever there. It never went anywhere, that commuter project kind of went away, but the point is the demographics of that area make perfect sense.

As far as tollways, right now Sam Houston Tollway and Hardy Tollway are the major arterials of how if we go to Houston, most of us use. Tollways are a way of life. A kid gets a car in Tomball; if he doesn't get an EZ Tag with it, he feels like he's kind of slighted, and I'm telling you as a parent. Tollways are a way of life; tollways make sense. I'm a banker, I believe in transaction processing. And by the way, you might look toward the banking industry. We've been switching ATM transactions worldwide from hundreds of different switches. I don't know if you've noticed many problems but we seem to do it pretty efficiently so it can sure enough be done and the technology is there right now.

MR. WILLIAMSON: Thank you.

MR. VAUGHAN: That may be more than you wanted to hear.

MR. WILLIAMSON: No. I apologize for interrupting.

MR. VAUGHAN: That's all right. And you have seen these studies before but what we're talking about is a lot of folks that make a good living, that pay their taxes, that believe in educating their children, that believe in not only Texas but the Houston area and people identify themselves with Tomball. And like I say, 60 percent of these people own their own homes in this area.

And there's some big dollars here I can throw you. When you just extrapolate those numbers of dollars spent in this area versus how many miles these folks are driving, how many gallons of fuel they're burning, how many dollars of fuel tax they're paying, not only to talk about state and local revenues from sales and ad valorem tax.

By the way, I wanted to mention -- I need to get with Mr. Perryman -- during that DFW presentation, Hewlett-Packard I think closed a deal to sell some more enterprise servers and the price of oil went up a nickel and I think Houston's GDP went back up ahead. It came to me on a cell phone while I was waiting during that 20-minute conversation.

(General laughter.)

MR. VAUGHAN: But this is an area that is expected to outgrow the Texas average in not only just pure population but household income, and with household income comes the ability to own your home, the ability to buy automobiles, and the need to be able to move around.

I went ahead and did a little more research just to make sure you're still on the same page with us. We're still drowning in traffic. We bought our own machine that checks those traffic signals and we can see we're still clicking off at about -- this particular sample was 32,000 cars a day. The numbers average or actual up to 2003, that's 40,000 cars a day and those have tracked with the projected, and we need to get that thing finished.

We feel it's a real opportunity because this is one of the few areas along that whole 249 area where we're actually deviating from the existing right of way and you're not going to have near the traffic control problems because you're just going across the country now of getting that thing constructed.

But we gathered a lot of data that everybody knew. Took this shot at 6:30 in the morning going to work, and that's people coming south on 249 heading into Tomball and it's like that every day. Also, since I was here visiting with you last, BJ Services, who you may be familiar with as a large employer in the Tomball area, completed another $20 million addition to their facility in Tomball and they've centralized all their research and development and a whole lot of their Texas services are there in Tomball.

Tomball Regional Hospital which is a very large undertaking -- it's a unique hospital authority that a lot of other areas have copied since then -- have completed a $15 million expansion. Five more subdivisions just in town have come on line. And the hospital is under construction right now of another $50 million project. We talk about regional sphere of influences, that's what Tomball is. Tomball isn't but about eight square miles and there's not but about 9,000 people that sleep there at night, but if you go to the doctor or you want to buy something or you want to seek banking services, people from Waller, Magnolia, from Spring down to Spring-Cypress, Tomball is where they come and they need those roads to get there, besides more regional issues, like you and I talked about, of getting to where they earn their living.

We've also got three new 150-plus unit apartments have been completed. We're in the business of educating our children; our school district just passed another $98 million bond issue, doubling the size of our high school and adding another junior high, another elementary, another middle school. The bus miles that they're driving, they've gone to three runs a day and adding I don't know how many thousand. It's taken three passes now to get all the kids in and three passes to get them back out. But it's growing really rapidly.

Our purpose here today is to urge you that -- Projects 6 and 7 on 249 has been a Priority 1 since March of '99 -- and I thank you for that when we were here before. It's split into two phases which consists of frontage roads and overpasses and main lanes at a later time. Your folks tell us that funds for construction of phase one are currently available and you are in the process of acquiring rights of way. I think they've run into a few tough spots because some of the mineral interest owners in the area have come up with some fairly innovative ways of how they value those mineral interests, but luckily you have incorporated the help of the attorney general's office and dedicated a person to get that resolved, and they tell me that that's moving along.

But since we've had a good bit of delays, we want to go ahead and finish that acquisition of the right of way but we want to ask you would you go ahead and do the main lane construction at the same time. And here's why we think it makes sense to us. The delays in construction of 249 has put us behind in being able to handle the growth, and our local TxDOT officials tell us that combining those projects into one contract would save between $2- and $4 million comparing to building it in two phases.

Up to now, local participation -- meaning what the Tomball area has done on this -- has mainly consisted of in-kind help such as planning, coordination, meeting facilities, forums, answering TxDOT questions, connecting you with people that need to be connected to get the process. But we also understand -- I mean, that's what we've talked about all morning -- is that organizations, any government entity have unlimited challenges and limited funds for those challenges, and we certainly understand that.

But as of last Monday night, the City of Tomball has authorized me to offer to TxDOT that if you will include the main lane construction at the same time, that we'd like to kick in a million dollars toward this project. The amount would be in a million dollars if you'll get it done, and we would like to break it into two parts. Our studies and in working with your engineers indicate that part of that budget to relocate utilities in the proposed 249 bypass is about $500,000 of which we would do, and then under the normal rules you would reimburse the City of Tomball for it. We're saying we'll forego that reimbursement, we'll get it done up to $500,000. The other half of that is when it's done we'll write you a check for $500,000.

We want to impress on you how important this is to the Tomball area. This is coming to you from an entity whose total annual budget is $30 million a year that right now is putting in streets and building sewer lines like crazy, developing the south end of Tomball, and it took a lot of soul-searching on the part of the governmental entities involved in this, but they all got behind and the unanimous decision was if you'll kick on in and get going, we want to help and this is how we want to help.

The benefits, I think, are pretty obvious for us and you: allow Tomball to enter the new millennium with our strategies back on schedule; not hamper economic growth underway in Tomball with construction interruptions; make Tomball the place of choice of people and businesses who are looking to move in here from another state; and a high emphasis on Highway 249 we think will truly help Tomball to become the north anchor of that 249 technology corridor that we've envisioned for the last ten or twelve years; to get the construction completed before growth surrounds it; keep attracting jobs and companies to this state; and help Tomball achieve its single most important strategic initiative and that's getting this bypass completed.

We've got things to do in Tomball, as you can see, and we need that finished bypass to do it on. What are your questions?

MR. NICHOLS: You sure you weren't at that other meeting?

(General laughter.)

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

MR. NICHOLS: Yes, I did. First of all, I'd like to thank you for inviting me to that reception last night. That was fun.

MR. VAUGHAN: Glad you made it.

MR. NICHOLS: Enjoyed it. Obviously we were at different places at different times so by the time you left, I showed up.

MR. VAUGHAN: Our timing was impeccable.

MR. NICHOLS: It was good to meet some of you and visit with you on a more informal basis, so I do appreciate that.

Number two, I know that some of your state elected officials who originally planned to be here have contacted us. I know Representative Hamric has expressed strong support of this; Senator Lindsay, a big-time supporter of this and again, last night. And for those of you who don't understand why they're not here, they've got a lot going on over there, but they are very vocal and have contacted us in support of the thing.

On the question that -- I thought this was where Commissioner Williamson was headed a while ago -- relates to tolling, and I remember when we worked and did the original approving of the bypass or relief route -- call it different things -- at the time we gave consideration to possibly considering that as a toll project.

MR. VAUGHAN: Are you talking about 249 or the Grand Parkway?

MR. NICHOLS: I'm talking about the bypass. It was kind of like it's going to be one little short toll road out there all by itself, but at the time we were evaluating projects like that, that if we could toll them we could do it quicker. In other words, here we are knowing we need to do this other project, you understand we are short of funding, and we agree they all need to be done and we really would like to do them all but we are having to balance funds out -- and we'll go back and reevaluate that -- but for instance, if we had tolled maybe the bypass we might have freed up enough extra money to put in on the 249, the widening and the frontage roads and that kind of stuff. In other words, you might toll this one but take the funds you free up and put it on the frontage roads and main lanes on 249.

But at the time we did not, two years ago, have the legal authority to put money into a toll project, but there was a constitutional amendment that changed that, and it occurred to me that it may or may not be too late to reevaluate that. I don't want to put Gary Trietsch on the spot, but throw it out for thought. It still almost wouldn't make sense to toll it if it was out there by itself, but we know we're going to be building the Grand Parkway and we know that it's going to be a toll road.

MR. VAUGHAN: And it ought to be, I agree.

MR. NICHOLS: And it's not going to be too far away from there.

MR. VAUGHAN: Toll it from the Beltway out. Can you toll something that's already been built?

MR. NICHOLS: That's an interesting question and there's a lot of discussion on that. There's a yes and a no answer. But this hasn't all been built yet; it's still coming up. It may not be too late to give it consideration of tolling the bypass if we can free up those funds and put it toward the frontage roads and main lanes -- I'm just kind of throwing it out.

MR. VAUGHAN: Sure.

MR. NICHOLS: Conceptually, if it would work. I see some heads nodding. I know you're not in a position to respond to that, but carry it back, kind of kick it around.

MR. VAUGHAN: Well, as a businessman, to me tolling has always made sense, and Texas -- and I want to give proper credit -- Texas is lucky that we do have existing roads in place that if someone chooses not to pay the toll, there are adequate alternative ways to do it. When Houston decided to get into that business by building the Sam Houston Tollway and the Hardy Tollway, there was a lot of opposition, but go drive those roads today, and we've done a great job.

MR. NICHOLS: Well, some of these toll projects, I've looked at some of the projections for the traffic in that area and some of the growth in that area and common sense tell me these projections are low, you're going to have an explosion out there.

MR. VAUGHAN: That's right.

MR. NICHOLS: You're flat going to get covered up, and that bypass, for instance, may not support an operation of somebody there collecting change and quarters and that kind of stuff, but very well could support a toll-tag-only kind of concept, and those commuters who regularly drive through there are all heading toward toll tags anyway, and if it was built as a toll tag only toll road, we could accelerate, free up the money and put it over here and eventually connect to the Grand Parkway and stuff like that.

MR. VAUGHAN: Especially if you looked all the way down to Beltway 8.

MR. NICHOLS: Anyway, kind of take that back to the city and kick it around.

MR. VAUGHAN: Okay.

MR. NICHOLS: And I know Gary is kind of listening and I know Mike is kind of listening up. We had this conversation several years ago but it may or may not be too late to consider it for that. I think we as a commission would be very open to it.

We appreciate the consideration of the million-dollar contribution.

MR. VAUGHAN: The offer is on the table.

MR. NICHOLS: We appreciate that. So often we have people who want things -- you know, it's easy to want something and not put something up, but when a community is willing to step up to the plate with their real money from home that they have other needs, it certainly attests to the local support and the importance of the project to the community, so we do appreciate it.

I was going to ask, are you on the city council?

MR. VAUGHAN: No, sir, I'm not.

MR. NICHOLS: Is there anyone here from your city council?

MR. VAUGHAN: Absolutely. Homer Ford

MR. NICHOLS: Do you have a quorum? You don't have to answer that.

(General laughter.)

MR. VAUGHAN: Well, gentlemen, thank you for your attention.

MR. JOHNSON: Ric, did you have anything?

MR. WILLIAMSON: You know, Robert touched on it, and maybe I was derelict. I need to remind myself that every delegation, these are three Republican business people sitting up here, we don't go out and advocate for more money for government just to hear ourselves talk, but the truth is our department, because our gas tax is fixed, because our motor vehicle registration fee is fixed and because diversions occur from them to other areas of government -- which we don't take issue with -- the truth is we're within 25 years of collecting just enough money to maintain our system and we're almost out of money to expand capacity and build new lanes.

We've made the policy decision and we are trying to project it across to the leadership across the street on a regular basis -- and perhaps you can help us -- we really don't have any choice. The state has done well in a system that was established 50 years ago, none of us anticipated that we would be the second most populous state in the nation and probably someday the most populous state in the nation, and we have really no alternative than to move towards tolls just as fast as we can.

MR. VAUGHAN: Well, I agree with you.

MR. WILLIAMSON: And just the way life is.

MR. VAUGHAN: You know, in Houston we've done a great job of spoking, and we're kind of behind on the rims, you know, the 610, the Beltway, the Grand Parkway. Just my particular case, I'm a fisherman; I like to go down to the coast. You go down 249 and hit the tollway at five o'clock and you have to go almost all the way to the center of town to take 59 to go back on down to the coast, and when you navigate a 23-foot boat in that kind of traffic, it's a white-knuckle experience, and when the Grand Parkway is in place, that problem goes away.

And I applaud your area of thinking about regionalization. When you read any of the large management stuff that you see now, the world is evolving into city-state-type influences, and that's probably the way it ought to be, in the New York area, the Atlanta area, the Dallas-Fort Worth area, and then there's the Houston-Galveston-Tomball area as an economic sphere of influence.

MR. WILLIAMSON: I appreciate what you're saying.

MR. JOHNSON: I had two or three observations. One, I know that besides Senator Lindsay and Representative Hamric that Representative Debbie Riddle planned on being here, and unfortunately, due to all the activity going on at the Capitol, she was unable to get here, and we're sorry for that.

Secondly, Robert alluded to the observation or the point or the impression that you're going to get covered up, and Houston is growing west by northwest, and I agree with that, and conceptually 249 -- which I assume someday will go all the way to the Bryan-College Station area -- I mean, in my way of thinking, Houston and College Station are going to grow together, and the economic impact and all the ancillary issues that surround that growth are going to be very dynamic in your area and others, and so projects such as this are very important.

I appreciate your getting here. Yours was one of the first delegations that I was on the commission for a few years ago and I remember it vividly, and the dialogue that was then suggested that perhaps we'd consider making a toll feature out of it because, as Robert so eloquently says, it speeds things along immeasurably and it's a pretty logical connector. If we have 99 on one side of you and Beltway 8 which is the other rim of the third and second rims around the central business district of Houston, and those are going to be predominantly toll featured, then some of the arterials or the connectors being toll featured will really move traffic along even better.

I thank you for what you have brought. It was a very interesting presentation, and your hospitality last night is also appreciated. We're going to conduct two items of our agenda and then we're going to take a short recess so you can get back to Ma Goodson's and get you a good chicken-fried steak.

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

MR. JOHNSON: Mike, if we could approve the minutes and then do the routine minute orders, and then after that we'll take a short recess.

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second the minutes.

MR. JOHNSON: There's a motion and a second to approve the minutes of our February meeting. All in favor, signify by saying aye.

(A chorus of ayes.)

MR. JOHNSON: Motion carries. And Mike, if you'll do the routine minute orders.

MR. BEHRENS: We'll go to agenda item 7 which is our Routine Minute Orders, and I would like to go to item 7(e)(5) which is four minute orders for Parker County. This would be for the sale of access rights for ingress and egress onto the frontage roads adjacent to Interstate Highway 20. These four minute orders would cover ten driveways for four different property owners, at a distance of about two miles. The sale of the access rights would be for the exchange for their cash participation in the construction of the new frontage road which when you put all four of those together, it comes out to about $3 million. These access points are in line with the guidelines that we're looking at. Ten driveways basically in two miles are different lengths apart but they would average out about a thousand feet between them. They are part of the major thoroughfare plan for that two-mile area adjacent to the frontage road, and we would recommend approval of these four minute orders.

MR. WILLIAMSON: Mr. Chairman, I'm going to have to abstain from the voting, and further to establish my neutrality, I need to ask Mike some questions.

MR. JOHNSON: Okay.

MR. WILLIAMSON: For the record, Mike, I do not know Mr. Beall; I do know Mr. Gilchrist and Mr. Durant quite well, and in fact, transact vehicle business with them, not real estate business, and for that reason, I will be abstaining from the vote. I do want to ask the question of either you or Maribel, if she's available, and that is did these men either directly or through their agents do the very best they could to comply with our access management policy as it's being devised and avoid adding congestion to the interstate?

MR. BEHRENS: Yes, sir, in our opinion and our evaluation of it, they did.

MR. WILLIAMSON: Thank you very much.

MR. NICHOLS: So moved.

MR. JOHNSON: And I'll second, and all in favor, signify by saying aye.

(A chorus of ayes with Mr. Williamson abstaining.)

MR. JOHNSON: Motion carries, and for the record, please show that Mr. Williamson has abstained.

MR. BEHRENS: And if I could, the remainder of item 7, those minutes orders are routine, they are as listed on the posted agenda, and unless you have any questions about the other ones, we would recommend the approval of those minute orders.

MR. JOHNSON: Is there a motion?

MR. NICHOLS: So moved.

MR. WILLIAMSON: Second.

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

(A chorus of ayes.)

MR. JOHNSON: Motion carries. Thank you. We'll stand in recess briefly.

(Whereupon, a brief recess was taken.)

MR. NICHOLS: We'll go ahead and reconvene. Just as a reminder, for those of you who want to speak on items, if you've got something on the agenda you want to speak on, please fill out a yellow card -- there's some out there. If you want to speak on something that is not on the regular agenda, we have blue cards. We'll do that in the open comment period toward the end of the meeting. But regardless, if you want to speak, you will have an opportunity; we just request that you fill out a card.

With that, Mike, I'm just going to go ahead and turn over the rest of the agenda to you.

MR. BEHRENS: We'll then go back and start with item 3, our administrative rules. We have rules for final adoption under Public Transportation to be presented by Margot Massey.

MS. MASSEY: Good afternoon, I am Margot Massey, director of Public Transportation.

We have before you this afternoon rules for proposed final adoption. We discussed those briefly last month, we had a public hearing, received no comments at that hearing. We have put these rules out for comment, received no comments. A lot of this is housekeeping and bringing the code up to current practice, and probably the most significant change was the item we discussed last month about adopting a formula allocation process for federal urbanized funds.

With that, we recommend your approval.

MR. NICHOLS: Did you have any comments?

MR. WILLIAMSON: No.

MR. NICHOLS: I got all my questions answered.

MR. WILLIAMSON: So moved.

MR. NICHOLS: Second. All in favor, say aye.

(A chorus of ayes.)

MR. NICHOLS: Motion passes.

MR. BEHRENS: Item 4 will be Transportation Planning and Programming. Jim Randall will present four minute orders under that category.

MR. RANDALL: Good afternoon, commissioners. My name is Jim Randall, director of the Transportation Planning and Programming Division.

Item 4(a), this minute order authorizes funding for the construction of various roadway improvements relating to the automobile manufacturing facility that Toyota Motor Manufacturing Texas, Incorporated, plans to construct in south Bexar County. The site of the proposed location is bounded by Loop 410, State Highway 16, Loop 1604, and the Union Pacific Railroad Corpus Christi line.

A proposal was tendered to the county by Minute Order 109161, dated February 27, 2003, for the development of projects near the planned facility to include the reconstruction and widening of Zarzamora Road and Applewhite Road, and also the designation of Watson Road as Spur 66 on the state highway system. It has also been determined that additional roadway improvements on Loop 410 and Loop 1604 are needed in order to safely and efficiently accommodate the anticipated increase in traffic that will occur as a result of the construction and operation of the Toyota manufacturing facility.

Upon approval of this minute order, the projects on Loop 410 and Loop 1604 will be funded at a cost not to exceed $21,122,600 in Priority 1, Category 12 Strategic Priority of the 2002 Unified Transportation Program. Staff recommends approval of this minute order.

MR. NICHOLS: Any comments?

MR. WILLIAMSON: No comments. So moved.

MR. NICHOLS: Second. All in favor, say aye.

(A chorus of ayes.)

MR. JOHNSON: Motion passes.

MR. RANDALL: Item 4(b). This minute order provides for the approval of the Tornillo/Guadalupe International Bridge application which was received from El Paso County on December 23, 2002. Transportation Code Section 201.612 requires the commission's approval of the new highway bridge over the Rio Grande. Title 43 Texas Administrative Code, Sections 15.70 to 15.76 provides that a political subdivision or private entity authorized to construct or finance the construction of a bridge over the Rio Grande must obtain approval from the commission prior to requesting approval from the federal government.

The department held a public hearing on February 14, 2003. The department has considered all oral and written comments on the application and has found the application to be in compliance with the requirements of Transportation Code Section 201.612 and Texas Administrative Code Sections 15.73 to 15.74. Additionally, the department has also considered commitments by the Mexican authorities and the views and comments of other agencies in accordance with TAC Section 15.76.

Staff recommends approval of this minute order.

MR. NICHOLS: We have someone who wanted to speak, El Paso County Commissioner Miguel Teran. And while you're getting up there, I want to thank you for all the work you've done on this over the years. You've been a real help, I know, consistently.

MR. TERAN: Thank you very much, commissioners.

MR. NICHOLS: Good to see you again.

MR. TERAN: It's a pleasure to be here. I came before you six years ago with the East Lake Interchange in which we offered the $600,000 up front to do the engineering to get it underway, and glad to see it under construction and almost completed now.

The second project is this one; this is a county-sponsored project, and it's also totally funded by the county and we're hoping to get some assistance through the 1109 last minute order approved to get the overpass, but I think for the most part it will be a county funded project. And I'm hoping to, as soon as I get this one going, get an RMA on the Border Highway going which I will be working on as soon as I get un-busy with this involvement.

And our team from San Antonio Structural Engineering Associates is with us, if you have any questions, and we look forward to having the construction starting in January '04, hopefully, if everything goes well with our federal application.

Thank you very much.

MR. WILLIAMSON: Thank you.

MR. NICHOLS: Did you have any questions?

MR. WILLIAMSON: No questions or comments. So moved.

MR. NICHOLS: Second. All in favor, say aye.

(A chorus of ayes.)

MR. NICHOLS: Motion carries. Congratulations.

MR. WILLIAMSON: Good job.

MR. NICHOLS: I saw your judge was here last night.

MR. TERAN: She had to be someplace else.

MR. WILLIAMSON: She's working on the next deal, huh?

(General laughter.)

MR. RANDALL: Item 4(c). This minute order authorizes the replacement of a bridge over a large drainage ditch on Durdin Street between Business Highway 96 and Knuckle Road in the city of Silsbee. The bridge is in critical condition and is currently closed due to rapid deterioration. This has resulted in a significant detour of daily traffic.

The total estimated construction cost for the project is $176,000 which includes 10 percent local participation by the city, to be funded in Priority 1, Category 6B, Off-State System Bridge Replacement and Rehabilitation Program of the 2002 Unified Transportation Program.

We recommend approval of this minute order.

MR. WILLIAMSON: You know what I'm going to ask.

MR. NICHOLS: It might have been the same one I was going to ask, but go ahead.

MR. WILLIAMSON: Go ahead.

MR. NICHOLS: The reason we have this minute order out of the order in the way we normally are doing programs like a whole year at a time is because the bridge got in such bad shape and it's needed so bad. When it hits a situation like that and it's under $300,000, I'm really kind of surprised that we're voting on it and it wasn't just approved by the executive director and gone on.

MR. RANDALL: Yes, sir. When these things come up on occasion, we'll go back and amend the 2002 or the previous UTP to make sure we can bring that forward into Priority 1 and get to work on the project right away. So this is one of those kind of out-of-cycle things that happen that we have to go back.

MR. NICHOLS: But if we have a bridge that is washed out due to a storm or something, you just go in there and do it, we don't vote on it.

MR. RANDALL: Yes, sir. In this case this has been slowly getting more critical.

MR. NICHOLS: It slowly fell down.

MR. RANDALL: Yes, sir.

MR. BEHRENS: Those would be on on-system bridges; this is an off-system county road bridge.

MR. NICHOLS: Okay. I just asked the question; I was just kind of surprised we were voting on it. I support it.

MR. WILLIAMSON: I was just going to ask if we considered when we rebuild this, making it a toll bridge.

(General laughter.)

MR. WILLIAMSON: So moved.

MR. NICHOLS: Second. All in favor, say aye.

(A chorus of ayes.)

MR. NICHOLS: Motion carries.

MR. RANDALL: Item 4(d). Pursuant to Title 43 of the Texas Administrative Code Section 15.105(9) relating to the Border Colonia Access Program, this minute tenders a proposal to Webb County which includes reprogramming some of the previously approved Border Colonia Access Program funds toward other eligible colonia projects.

Minute Order 108813, dated February 28, 2002, and Minute Order 108846, dated March 28, 2002, approved county allocations for the following projects: Colonia Los Arcos for $627,560; and Colonia Las Pilas I and II for $315,549. The county has determined that the proposed water and sewer line improvements for these colonias will not be available within the near future so it is necessary to reprogram the funds towards eligible colonia projects in Bruni and in the Mirando and Mirando Addition.

The county will provide an approved resolution stating that the old projects will be resubmitted for future program calls for the county allocation portion only and not the competitive portion. The department will approve the county proposals to reprogram some of the noncompetitive funds originally allocated for the Colonia Los Arcos and the Colonia Las Pilas I and II towards the Bruni and Mirando and Mirando Addition.

Staff recommends approval of this minute order.

MR. NICHOLS: Any questions?

MR. WILLIAMSON: The only question I would have, Chairman, is I know from the outset the governor was particularly interested in the Colonia Program. Is the Office of the Governor aware of these changes?

MR. BEHRENS: I don't know, commissioner, if we've made them aware but we will make sure that they know of the changes. And this was based on Webb County's request to switch these because it was a better project.

MR. WILLIAMSON: Would there be any reason for the governor to be concerned about this?

MR. BEHRENS: Not in our opinion, no.

MR. WILLIAMSON: So moved.

MR. NICHOLS: Second. All in favor, say aye.

(A chorus of ayes.)

MR. NICHOLS: Motion carries.

MR. BEHRENS: Item 5 is three minute orders under our Turnpike Division. One will be talking about an existing turnpike project and then the other would be future turnpike projects that are in the mill.

MR. RUSSELL: Two minute orders, I believe, Mr. Director.

Good afternoon, commissioners, Mr. Behrens and Cheryl. My name is Phillip Russell, director of the Turnpike Division.

The minute order under agenda item 5(a) relates to our second quarterly construction engineering report on the Central Texas Turnpike Project. You will recall that as part of the bond indenture from the bonds from last year requires a quarterly update of the progress of our 2002 project. Our general engineering consultant, PBS&J, has compiled that and it tracks to the period of December, January and February.

A couple of things of note in there. Number one, the cost of the project is well under the estimated projected cost of it. I would caution against too much exuberance; it's just simply a snapshot and I would anticipate over the next several years those numbers will fluctuate positively and negatively. So I think that number will probably have more meaning as we get closer and closer towards the completion date of the project.

The other thing I think that is of note, the right of way team, I think, is doing an extraordinary job of bringing together the entire right of way package for the project. This process started a year and a half or so ago and today we have about 176 parcels, I think, that would be required for the traditional, the 45 and Loop 1 projects. The group has made offers now on 171 of those parcels, so that represents maybe not the end of the acquisition process for all those parcels but it certainly represents tremendous progress and we're getting very close to acquiring all of those parcels.

Another thing to note, as I reported last time, we have let our first project to construction back in October. The Zachry Group, I'm happy to say, is churning and burning out there, the dirt is flying; that's really good news. We have three other projects.

MR. NICHOLS: Did you say churning and burning?

MR. RUSSELL: Churning and burning -- I like that. That's kind of a Jacksonville phrase I came up with.

MR. WILLIAMSON: That goes along with not waving a firearm inside the city limits.

(General laughter.)

MR. RUSSELL: We have three other projects that are scheduled to be let to construction this year, one in May, one in June and one in August. Again, our right of way progress supports that letting date. Construction plans have been completed and are reviewed or are being finally reviewed, through final review in the Design Division, so we're on tap for that.

Overall we're very, very proud of the progress on 130 as well. The numbers now are starting to really build both from a right of way and a design standpoint, so we're very, very happy with our progress there.

We would request approval and acceptance of this general engineering consultant report, and I'd be happy to address any questions you might have.

MR. NICHOLS: I had some questions. Do you have any questions?

MR. WILLIAMSON: No, sir.

MR. NICHOLS: Okay. When we went to New York and basically worked with the people we were going to sell the bonds with, part of the agreement was that we keep them posted and specifically this report is one of the quarterly required reports of the update.

MR. RUSSELL: Yes, sir.

MR. NICHOLS: And I recall that if we are materially off timewise, moneywise, or if there are any material changes, we are to report that to them.

MR. RUSSELL: That is correct.

MR. NICHOLS: Would you say that in our original presentation and plan that we are materially on track within reason?

MR. RUSSELL: Yes, sir.

MR. NICHOLS: And no special notice is required?

MR. RUSSELL: No, sir. There were eleven criteria in the official statement that required material notice.

MR. NICHOLS: So we're on track. I just wanted to get that on the record.

MR. RUSSELL: Yes, sir.

MR. NICHOLS: Now, I also recall that I think they wanted an annual update. In other words, do we need to go back?

MR. RUSSELL: Periodically the rating agencies primarily require an update.

MR. NICHOLS: When do you think that next is? It was around August when they were sold.

MR. RUSSELL: Yes, sir. Mr. Bass and Ms. Lemons and I briefed them in December when we were up there. There was some suggestion that at some point it probably needs to be every six months, either there or here. I inquired probably a month or so ago, and I think they feel like we can probably wait till the fall when more of these projects come on line. So we're anticipating probably October/November/December we'll need to do that again.

MR. NICHOLS: More staying in touch.

MR. RUSSELL: Yes, sir.

MR. NICHOLS: Okay. That's all I had.

MR. WILLIAMSON: Well, I have some questions along those lines but they're more appropriate for the next minute order, so I'll reserve them until then. And I so move.

MR. NICHOLS: Second. All in favor, say aye.

(A chorus of ayes.)

MR. NICHOLS: Motion carries.

MR. RUSSELL: Thank you, commissioners.

Agenda item 5(b) relates to a funding request from the new Central Texas Regional Mobility Authority. We received this month a request from the RMA for approximately $13.7 million to support the 183-A project as well as the feasibility analysis of other projects in the region. A million dollars of that has been earmarked or at least was requested for the analysis of those other projects. That part is not eligible under the toll equity process; however, as you will recall, the commission gave preliminary approval for approximately $10 million to be set up for the utilization of toll feasibility studies. We've been in discussion with the RMA and so I would suggest that that million dollars be utilized out of that $10 million feasibility study fund. We'll be sitting down with those folks and addressing their needs as they come up.

As to the $12.7- that's required in support of the 183-A project, it's roughly divided into two groups: about half of it would be utilized for general project management, preliminary engineering, development of the investment grade traffic and revenue report, bond counsel, and those sorts of things; the other half, the remaining $6 million would be utilized for the development of PS&E, the detailed construction plans.

Again, this is our first toll equity request; the process is very similar to the SIB process. This is the first bite at the apple; the commission will get a second and a final approval coming up, hopefully, next month.

I would also point out that --

MR. NICHOLS: Second and final approval of what next month?

MR. RUSSELL: Of this request. It's a two-stage process.

MR. NICHOLS: Oh, we have to approve this twice.

MR. RUSSELL: Yes, sir. This is just the preliminary approval. Subsequent commission meetings will be the final approval.

I should also point out one other element, that should you decide to approve this, this only represents the development cost for the 183-A project. I would anticipate that as that investment grade report is completed, the RMA will be approaching the commission to not only designate and approve the project but the overall financial plan and development schedule itself.

We would request that the commission accept this minute order, and again, I'll be happy to answer any questions you might have.

MR. NICHOLS: Did you have any questions or comments?

MR. WILLIAMSON: I have several about this and several related. I want to first ask you to walk me through, again, two steps. If we approve this today, what's going to happen in between now and when we vote to approve it the second time?

MR. RUSSELL: I think if you have any questions or you have any other concerns, we will spend that time working with the local RMA to try to address those questions. Right now there's nothing that at least I'm aware of, that would require much further discussions. The request is fairly straightforward as to the $12.7. and I think we would merely complete any agreements that are required and go ahead and bring it up at the April commission meeting.

MR. WILLIAMSON: Will we expend any resources or will the Central Texas RMA expend any resources if we approve this and before we approve it the second time?

MR. RUSSELL: That's probably a general counsel question, but I don't think that they would be eligible expenses. Both counties, Williamson and Travis County, have provided some seed money, I think along the line of $2- or $300,000, so I think that's what they're utilizing in the interim. But unless Richard Monroe would have other thoughts, none of this money would be available until the final approval, hopefully next month.

MR. WILLIAMSON: So what happens if we decide to not take this matter up at the next commission meeting? Things just wait?

MR. RUSSELL: Yes, sir. That's kind of an RMA question but I would anticipate they will run out of that seed money pretty darn quickly. Either the counties would have to try to come up with some supplemental bridge funding or the project would have to be put on hold until the commission finally acted upon it.

MR. WILLIAMSON: So how long could we wait? Could we wait two months, three months, four months? If I had questions about it, could we wait six months and eventually vote the second time?

MR. RUSSELL: We could wait however long it took to answer any questions the commission might have. I would hope that we could come back in the April meeting and get that final approval. I think it's of that importance as far as project development that we act as expeditiously as possible.

MR. WILLIAMSON: In your capacity as an employee of the department, are you often asked to review filed or pending legislation that affects your division or the department?

MR. RUSSELL: Yes, sir.

MR. WILLIAMSON: Are you familiar with legislation that's been filed concerning regional mobility authorities?

MR. RUSSELL: Yes, sir, reasonably familiar.

MR. WILLIAMSON: If that legislation were to be passed as it was filed, would we be going through this same process?

MR. RUSSELL: We might not, commissioner. I think the RMA legislation, as filed, probably would remove some of those checks and balances that are currently in place.

MR. WILLIAMSON: Well, then why would we move on this if we think the law is going to be changed?

MR. RUSSELL: That's a good question. I think time is of the essence. I think it's something that I would hate to wait until June or September, whenever that bill might be passed.

MR. WILLIAMSON: But Phillip, if the law is going to be changed in Austin and Round Rock and San Antonio and Wichita Falls and Victoria is going to secede from the State of Texas, why would we do this? Why not just wait and let the law be changed and they can go their merry way?

MR. RUSSELL: That's a good question. I don't have an answer for that.

MR. WILLIAMSON: Well, I'm not happy about this being presented to me because from what I can tell, the law is going to be changed and those people aren't going to need us anymore, so why do this?

And I suppose we can vote it, Mr. Chairman, and that's fine, but I'll be very cautious before I vote about it a second time.

MR. RUSSELL: I'd be happy to visit with you in the interim.

MR. WILLIAMSON: Well, then let me go to my other question. It was more properly directed to the previous minute order but because of legal requirements that we all have to comply with certain communications to our bondholders, I did not wish to raise this question before approving that minute order.

If we were to decide as a department to alter not the alignment but what occurs within the alignment of State Highway 130 to accommodate light rail, would we have to notify our bondholders?

MR. RUSSELL: I would certainly advise that we coordinate with bond counsel and I think their guidance would probably be to coordinate with the bondholders as well.

MR. NICHOLS: I will also throw my opinion in because I was at those meetings up in New York, and based on what they all told me, the answer, in my opinion, would be absolutely yes. We will have to back to the people that rated the bonds and the holder of the bonds, the trust agent or whatever -- I know that's a legal question -- and lay out the potential delay in time and possible costs and all that which would be like firing a rocket.

MR. WILLIAMSON: If we didn't notify them and our decision to do that caused a delay in the final project, delay in opening, what would be the ramifications of that?

MR. RUSSELL: Well, I think they would be severe. Commissioner Nichols' comment on the last agenda item was something about a material change in conditions. There are eleven criteria, if memory serves me, in the official statement that automatically require that we notify those bondholders; if any of those conditions exist, then we're automatically required to do it.

There was some discussion in the official statement that accepted certain safety projects that were coming on line, certain projects that were planned within the MPO area, but on the whole I think it's very wise any time there's a material change or an effect on potential traffic that we should do, just as Commissioner Nichols said, advise those bondholders and find out what the implications might be.

MR. WILLIAMSON: Is there a difference in the preparation of a rail bed between preparing for commuter rail and preparing for freight rail?

MR. RUSSELL: I'm not a rail expert, but yes, sir, I think there is.

MR. WILLIAMSON: Is one more expensive than the other normally?

MR. RUSSELL: The answer is yes. I would think commuter rail, due to loading and some of that, they can put up for a little higher grades. Freight rail, because of the heavy loads and some of the other conditions require much flatter grade, so freight rail would be more expensive.

MR. WILLIAMSON: Concerning the environmental clearance that we received on State Highway 130, would we be required to update or supplement our record of decision if we elected to go ahead and move forward with commuter rail?

MR. RUSSELL: I believe so.

MR. WILLIAMSON: Would that be also the case with freight rail?

MR. RUSSELL: I believe so.

MR. WILLIAMSON: Have you or are you aware of anyone in the department having had discussions with the Federal Highway Administration on the difference between obtaining the supplement to the ROD? Is there a difference between what you do for the commuter versus what you do for the freight? Or is it the same basic process?

MR. RUSSELL: There has been some discussion with the Federal Highway Administration. I don't know for sure what the implication of the differences between the two is. Certainly there will be some air-noise issues to any affected neighborhoods. It perhaps could be that freight rail might cause more concern, but that's more my opinion probably than anything that I've received from the Federal Highway Administration.

MR. WILLIAMSON: And I appreciate you engaging in that dialogue outside of the appropriate minute order. And I don't know what else the chairman has to say, but Phillip, I do not wish you to allow us to take a vote if there is any chance that the matter before us could move forward without a second vote.

MR. RUSSELL: I understand.

MR. WILLIAMSON: Because I will not vote for this minute order if that's the case.

MR. RUSSELL: I understand very well.

MR. NICHOLS: Because of your concern, we have legal counsel here.

Counselor, Richard Monroe, would you like to state an opinion on that? The concern is that this is a preliminary approval, an affirmative vote would be a preliminary approval, and nothing is binding until we make the final approval.

MR. MONROE: For the record, my name is Richard Monroe. I'm general counsel for the Texas Department of Transportation.

What you've said is exactly right. This is a preliminary approval. The commission can then give its final approval, or give a disapproval at a later time, or leave the matter pending for an indefinite period of time.

MR. WILLIAMSON: Thank you.

MR. NICHOLS: When we put all these together -- of course, I realize there's other people in the room that worked on some of the legal things related to this -- I did not really recall that we had put in a two-stage process when we put all these rules and stuff together. I was really kind of surprised to find out that it's a two-step process on approval as opposed to a one-step process.

MR. MONROE: To tell you the truth, commissioner, I don't recall the details of the rulemaking.

MR. NICHOLS: I know we had it in the SIB program.

MR. MONROE: Yes, sir.

MR. NICHOLS: All right. Well, that's a different question.

Are you satisfied?

MR. WILLIAMSON: So moved.

MR. NICHOLS: Second. All in favor, say aye.

(A chorus of ayes.)

MR. NICHOLS: Motion carries.

MR. RUSSELL: Thank you, commissioners.

Agenda item 5(c) is not an action item, it's an informational item, I guess, for lack of a better term. It's a continuing update from what I gave the commission in February relating to the unsolicited proposal we received from the Fluor Corporation on the I-35 corridor, the extension to 130. Just as a bit of an update, we continue to review that proposal. We've also been approved by the administration to jump on out and begin the environmental process, at least selecting an environmental engineer, to extend the 130 project north to Hillsboro.

Currently the way that we anticipate that document to be scoped is to work on the environmental process along the footprint of the 130 project; however, the language will be such that we will have the ability to expand it to address the broader Trans Texas Corridor footprint if that legislation is successful.

A couple of the other things that might be an option that the administration or the commission would want to look at, first off, something that we could do right now in the interim as far as waiting for any changes during the legislative session, the first thing we could do is we could expand the number of engineering or environmental consultants that we're looking at, and by that I mean instead of just going to Hillsboro, we could go ahead and begin that process and extend that environmental work all the way up to the Red River to the north and then south from Seguin all the way down to Brownsville.

We think that we could probably do that with about three more environmental consultants in addition to the one that's been previously approved. That process, again, if the administration and the commission chose to do that, I would suggest that we follow the same path that we're doing on the one to Hillsboro, in that these guys would start out addressing the 130 footprint but have the language that could be expanded to the Trans Texas Corridor scope and footprint if and when that legislation passes.

Another thing that might be an option for the administration and the commission to consider is the ability to go ahead and jump out and begin the selection and actually select a corridor engineer. The corridor engineer, in the terminology we're using here, really will do about three important components for us. Number one, they would help us during the procurement process of a consortium. Whether it's unsolicited EDA, whether it is a solicited process, either way there's a lot of horsepower that's needed as far as developing the documents and then helping with the actual selection process. On the 130 component we had a very, very large amount of data in proposals that came in.

This corridor engineer would also help us with programming engineering duties. Those typically occur during the design and construction process and would be utilized to augment whatever TxDOT experience that we would need. The third component -- and this would deal purely, I think, if it was a bonded project -- deals with also getting these guys to handle the general engineering consultant work. Again, an example is what we just got through approving on the general engineering consultant report.

So again, that might be something that the department would consider, something that we could jump out right now and begin that procurement for the corridor engineer.

I also might point out that we have an ongoing process with a public outreach program that actually Randall Dillard's group is teeing up, and the intent, again, on that is to have an outreach program, kind of a town hall meeting where we start to get an idea of what Texans' perceptions are and what their ideas are on the Trans Texas Corridor. I think Randall is doing a good job of teeing that up and moving forward.

One other issue -- and I think I mentioned this in my February update; I may not have -- when we look at this unsolicited proposal, one of the things we're doing is trying to analyze what authority we have now and what we may need in the future. Richard Monroe and his group have kind of helped us in this dialogue and I think they've probably identified a dozen and a half statutory elements that would need to be adjusted for us to fully move forward on the Trans Texas Corridor idea, framework. And I think general counsel is of the opinion that pending current legislation across the street would address all of those statutory concerns. So assuming that all that legislation is successful and it's filed and approved, then I think we're okay on the statewide front.

Of course, the other thing I need to point out is if it’s all successful, we'll have to invoke/promulgate rules to address that statutory language to make sure that we have the ability to acquire right of way and the environmental process as they're envisioned in the Trans Texas Corridor.

I think I also mentioned that the Federal Highway Administration has recently promulgated in January some new design-build rules. We've been in discussion with Dan Reagan and his staff with the feds of trying to understand a little better of how the Trans Texas Corridor -- in particular this unsolicited proposal -- would operate within that framework. One of the biggest concerns I think we have is there is a suggestion -- well, more than a suggestion -- it's in the rules that a state should not select and really shouldn't even begin the RFP process to select a consortium, a developer on a project, until after you've secured the environmental clearance, the NEPA documentation.

We had some concern with that, we offered some comments at the time, and we weren't the only ones, there were probably a dozen or so other states that I think shared similar comments as we did. The bottom line is that there are probably a couple of options out there that may need to be investigated as far as changing that: number one, probably some federal statutory changes in the law to allow us to do that; the other thing might be a federal demonstration project, much the same as the environmental streamlining where we're looking at ways to streamline the environmental process. Yes, sir?

MR. NICHOLS: Well, before you keep going, I want to back up to the statement you just made about the meeting with the feds, the feds or the EPA?

MR. RUSSELL: Federal Highway Administration.

MR. NICHOLS: Federal Highway Administration telling us that we can't begin some of the process like we had been considering until we've gone through the NEPA process?

MR. RUSSELL: Yes, sir, till we've completed it.

MR. NICHOLS: Is that a statutory law, is that an interpretation, is it a court opinion, what is it?

MR. RUSSELL: It's a rule.

MR. NICHOLS: Who made the rule?

MR. RUSSELL: The Federal Highway Administration through the US DOT have promulgated those rules and they were finalized.

MR. NICHOLS: When did they make that rule?

MR. RUSSELL: I think they were finalized in January; they were out for public comment last year.

MR. NICHOLS: Did we have any input into the comment?

MR. RUSSELL: Yes, sir. We commented, as well as probably a dozen, thirteen other states, Mike? Something on that order commented to them raising some concern, some reservations about those rules.

MR. NICHOLS: Was our comments to the extent that we objected to that or we supported that, or what?

MR. RUSSELL: I think our concern was that we felt that we needed the ability to not only begin the RFP process in selecting a consortium, we actually needed the ability to select the consortium to help us through the NEPA process. And I think we were probably diametrically opposed from the Federal Highway Administration viewpoint, at least on a national level.

MR. NICHOLS: Was it a unanimous vote?

MR. RUSSELL: I don't know.

MR. NICHOLS: Okay. Go ahead.

MR. RUSSELL: So the bottom line, I think there may be an option perhaps of having some sort of demonstration project, and perhaps it would utilize the entire Trans Texas Corridor as a pilot program, again, much the same as we're doing on the environmental streamlining.

All of those things would take time, and Coby is probably the person that could explain that process a little better, but I would anticipate that that would be several months, perhaps this fall at a best case before any of those things could be initiated and completed.

As an interim strategy, I think there might be some opportunity to utilize state funding to begin this process. If we did that, we would make sure that we complied with all the federal NEPA requirements so that it would give us the ability to convert it to a federal project at a later date. So anyway, those are a few of the options that we've been running down since our last visit in February. Any questions or thoughts?

MR. NICHOLS: No. You answered my questions.

MR. WILLIAMSON: I have a few. Phillip, in a conversation with Senator Ogden, the senator stated clearly to me that after a visit to Washington, D.C., a trip to Washington, D.C., and a visit with Secretary Minetta, he had the impression that states could elect to pursue almost any road project without receiving a record of decision, and as long as the pursuit of the project was in compliance with the NEPA process, the state could eventually receive its expected reimbursement from the Federal Highway Trust Fund for its expenditure of funds. What's your take on that? Don't say that he didn't know what he was talking about.

MR. RUSSELL: I would never say that Senator Ogden didn't know what he was talking about, and I'm sure Secretary Minetta was right on board as well. I'd say that's a true statement if you're talking about design-bid-build delivery systems. I'm not aware of anything that would preclude us of beginning that process beforehand. Certainly you can't get into acquiring a bunch of right of way. I think the impediment here are those new design-build rules which, not from a statutory but from a rulemaking standpoint, preclude us from entering into a relationship with a consortium.

And I think, Commissioner, the real concern is that we bring a consortium on board and somehow they will affect the ultimate NEPA alignment that's chosen, and as you will recall, our own TxDOT rules as far as procurement very clearly state that if we choose to do that, the environmental consultant cannot have any sort of financial stake in the overall outcome or financial stake in the consortium that would ultimately be developing the project.

I think it's extremely important, though, that as TxDOT begins that environmental process that that consortium is here so that we can ask them questions back and forth, much the same that we do on a traditional format in the district as we begin these environmental processes. I was always able to sit down with my designers and get input and options and ideas from them, so from that standpoint, I really see it as a very close parallel.

MR. WILLIAMSON: So the dilemma we face is we have a -- and I can't read the minds of staff, but I presume from the presentation a month ago, we have the beginnings of a proposal that might attract us, whether we did the rail or not, it would attract us towards a road that we would build, but we can't proceed with asking for competitive proposals until some of the state statutes that are pending are passed, and even if we did proceed, if we selected someone, they would still have to wait before construction started until we got a record of decision from Georgetown to Hillsboro. And we are currently asking our congressional delegation to amend the Reauthorization Act. Is that correct?

MR. RUSSELL: I wouldn't know.

MR. WILLIAMSON: To provide that the same environmental concerns be addressed but perhaps in shorter physical increments, meaning the record of decision is obtained faster and thus the construction can start faster. I think what it amounts to is some organization made a proposal to us over a year ago, spent a lot of money getting there, and then had to withdraw it because of the open records issue and our inability to move quickly. Now we have a new series of private sector interests which have made a proposal which appears to be attractive to us. It seems unfair and in fact discouraging to other private sector partners if we are allowing the proposal to languish for any reason other than we're doing all we can.

So my view is I believe strongly: A) we're going to have to build toll roads if we're going to build anything; B) we're going to have to have the private sector with us, whomever it is; and C) whomever we select, I want it to be on a competitive basis where we've made the best decision for the state without regard to who the participants are. But the very best thing worst thing for us -- and you just happened to be the point man on some of my frustration today so don't take it personally --

MR. RUSSELL: I don't.

MR. WILLIAMSON:  -- the very worst thing is to waste time and not get about it, and there are times when our department, fairly or unfairly, is characterized as not getting about it. So I can speak only for myself, I have no idea how the chairman feels, but speaking for myself, whatever of the options you just laid out, in my mind we need to get about it just as fast as we can because even if we don't accept this or a competitive proposal, we for our own account are going to build that toll road, I think, and there's no reason to waste time, we need to get moving -- my view.

MR. RUSSELL: Money well spent, either way.

MR. NICHOLS: This is really the first time that I've ever heard about that ruling -- of course, that was just a couple of months ago and there's been a few issues across the street that have occupied us.

MR. RUSSELL: I understand very well.

MR. NICHOLS: I think that impacts an awful lot of what we're doing and had planned on doing. I would like to make sure I thoroughly understand that ruling, so I'm requesting that somebody take that ruling and side by side break it down by paragraph. I want a copy of the ruling, I want to read it myself, and a breakdown section by section, or paragraph by paragraph, in English, preferably 500-word rural East Texas English so I can understand it.

MR. WILLIAMSON: You mean normal person English?

MR. NICHOLS: Yes.

MR. RUSSELL: We'll put an interpreter on it, if nothing else, Commissioner.

MR. NICHOLS: Yes, and I'm serious. Break it down because I want to understand it because it does impact it and then I'll have a better feel. I mean, I believe you, I just want to make sure I thoroughly understand it because decisions sometimes that are made, if there are real impacts that are somewhat negative for not a real good reason, sometimes those decisions can be changed.

MR. RUSSELL: We'll do that, and Mike has a pretty good handle on it. We'll put a copy of his letter as well into that packet.

MR. NICHOLS: Okay. That's all I had.

MR. WILLIAMSON: I may be wrong but I think Mr. Behrens wants to be sure that I'm not the only one that wants to move ahead with the beginnings of the right of way or the investigation.

MR. RUSSELL: For those other environmental consultants?

MR. WILLIAMSON: Right.

MR. NICHOLS: Well, it's not an agenda item. I know Mr. Monroe back there is probably having a little bit of a fit. It's not an action item thing. Obviously it's clearly been supported in the past to go generally that way.

MR. BEHRENS: Well, commissioners, I think that putting aside the legislation needed to do some things on the Trans Texas Corridor, we feel we already have the authority to investigate such as the Hillsboro to Georgetown.

MR. NICHOLS: You already have the authority.

MR. BEHRENS: We're looking at other segments where we probably would initiate some studies on those segments around the state.

MR. WILLIAMSON: Because irrespective of whether we pursue the vision of the corridor, we're going to build a toll road.

MR. BEHRENS: That's correct.

MR. WILLIAMSON: And we don't need to waste one second building that toll road.

MR. NICHOLS: In those rulings, did they make new rulings on design-build and stuff like that too? There was a whole series of new rulings?

MR. RUSSELL: The only one that I'm specifically aware of, of course, are those rulings that affect design-build delivery system.

MR. NICHOLS: Okay.

MR. RUSSELL: And Commissioner Nichols, I'm probably telling part of the story. The good thing about that is to utilize the design-build delivery system it was thought of as an experimental process, and as such, we had to file an application process. These rules validated that a design-build delivery system is now a normally accepted process. What they didn't do is they didn't allow us to select a consortium and to get those guys on board until we had the environmental clearance. So there was some good with the bad.

MR. NICHOLS: Okay. Anything else?

MR. WILLIAMSON: With his last comment, I'd just say none of us, I think, are opposed to doing environmentally smart things.

MR. NICHOLS: No. I think everybody wants to do the right thing.

MR. WILLIAMSON: We're just not sure that it makes sense to do it 150 miles at a whack. Thank you.

MR. RUSSELL: Thank you.

MR. BEHRENS: We go to item number 6, our contracts that will be recommended for award, both our maintenance and highway and building construction contracts. Thomas.

MR. BOHUSLAV: Good morning, commissioners. My name is Thomas Bohuslav, director of the Construction Division.

Item 6(a)(1) is for consideration of award or rejection of highway maintenance contracts let on March 4 and 5, 2003, whose engineers' estimated cost are $300,000 or more. We had 26 projects; staff recommends award of all projects.

MR. WILLIAMSON: Thomas, is this the best you can do, drive these prices only 12 percent down?

MR. BOHUSLAV: We're still getting good prices despite the increase in oil prices.

MR. WILLIAMSON: You know, if you were operating on a performance bonus, right now you'd be doing pretty good.

MR. BOHUSLAV: I wouldn't have a problem if you wanted to give me a bonus.

MR. WILLIAMSON: So moved.

MR. NICHOLS: Second. All in favor, say aye.

(A chorus of ayes.)

MR. NICHOLS: Motion carries.

MR. BOHUSLAV: Item 6(a)(2) is for consideration of award or rejection of highway construction and building contracts let on March 4 and 5, 2003. We had 63 projects, an average of almost five bidders per project. Staff recommends award of all projects in the exhibit.

MR. NICHOLS: We have someone who has signed up. Paul Enuke from Arlington.

MR. ENUKE: Good afternoon, sirs and staff members.

My name is Paul Enuke and my company is a general contractor based in Arlington, Texas. We had submitted a bid for this job and discovered after the tabulation by TxDOT that we had a big mistake in one of our unit prices for concrete. We have since notified TxDOT of the mistake and we wrote a request to that effect for consideration to strike us as the lowest bidder because the number in question is in the neighborhood of $117 differential between what we intended to bid for the job and what the itemized written prices showed up to be.

We're basically appreciative to be able to bid with TxDOT on the jobs of this size, but due to the size of our company and the time and quality requested or needed by TxDOT to perform this job, we have racked our brains, basically, to see if we can perform it within this budget and we're unable to do it. And we're trying to make a last ditch appeal by coming out here today from Arlington to see if you could consider our condition. Doing this job at this price would basically destroy our company, and so this is not to challenge the outcome of the assessment made by TxDOT but rather to make an appeal that you consider the size of this differential and the innocent nature of this error, human error. This is all we have.

MR. NICHOLS: It's appropriate to ask questions. Correct?

You bid $163,000?

MR. ENUKE: No, sir. We bid $280,000, approximately.

MR. NICHOLS: Maybe I'm looking at the wrong sheet.

MR. BOHUSLAV: Actually, the extended price bid was $155,000 or $153,000 -- $163,000, that is correct. They claim they intended to bid $280,000.

MR. NICHOLS: The sheet I have which is showing that your price was $163,000, the very next bidder was $174,000 and that's within $10,000. In other words, if you had been $10,000 higher, the other guy would have got the job. Are you telling me that he probably would have been standing here saying that he made an error also? You see what I'm saying. We had a lot of people who bid on it and several of the bids -- two of the bids are very close to yours.

MR. ENUKE: Sir, the explanation that we're giving again is not to challenge the conclusion of the tabulation by TxDOT but there's two formats of identifying the price that was intended. On our front page there's a written number and then on the item-by-item description of our prices there's written in words what the unit items are, and in those unit items we made a mistake. It does say on the front page, in retrospect, after discovering the mistake that if there's a mistake between the total price -- which we entered a total price of $280,843, but the discrepancy between that and what was tabulated, $163,000 is too much. We did not intend to bid it at that.

MR. NICHOLS: Okay, I think I understand the nature of the thing. In other words, on the unit price it was one way, you add it up over here, but we're required to really take the unit price and resubmit it and they didn't. It was a mathematical error is what you're saying.

MR. BOHUSLAV: Let me just add a few things here. We look at five questions on the bidder issue, and the first question is they have to notify us in a timely fashion, and they did that, they met that criteria. The next question we ask is was the error significant, was it related to a material item of the contract, and it is. Their error is about $138,000 based on what they're telling us. They failed to factor in a square-foot price to a square-yard price, they forgot to multiply by nine is what they're telling us. So that's 47 percent of our estimate on the job.

We also ask the question was it a mathematical error? Failing to convert the square-foot to a square-yard price we consider that a mathematical error; we felt like they met that criteria. We also ask the question if we delay this project will there be any harm to the department, any increased costs, would it affect the safety of the public, and this project does not. There is some very slight increase in cost to go back and re-let the project.

We look at the price that they give us -- and this relates back to material feature -- and compare it to other prices from other bidders and our estimate and see how that compares. You did mention that it's actually about $11,000 above the next bidder, and I did observe in that next bidder -- they are somewhat lower than the third bidder on the job -- I did observe in that next bid they bid a price very similar to yours on the sidewalk which is not what we normally expect. Now, whether they made an error or not, I don't know; we haven't heard anything from them so that is something I do want to make you aware of on that issue in regard to the next bidder on the job.

The last question we ask is did they exercise ordinary care, and these are what we would call, I guess with Richard's help, is kind of case law questions we ask, some criteria that's been established through case law. Did they exercise ordinary care? So we look for some evidence for that. We don't have any supporting documentation to show where they did their calculations. We asked for that and we were unable to see it, so we don't have any evidence of what kind of care and how they did their worksheets and so on and so forth, and we don't have that to support that they did good work on their spreadsheets and here's a factor where they can show that there was an error out there.

In addition, we ask the question -- we did make the correction for the error that they intended to bid. It still doesn't match the total amount of bid that they have for the project, it's still off by about $5,000. If there's an error somewhere else, I'm not sure. So we have evidence of another error or some other miscalculation that may be in the job.

So our reason for recommending award is did they exercise ordinary care and our answer to that was we didn't feel that they did.

Of all of the bid errors that we've brought to you to date, this is the first one that has really come into this arena about questions of whether or not they exercised ordinary care, and what we're recommending today that your response will establish from here forward, about whether we award or reject, what we're going to do in the future about that question on ordinary care.

MR. NICHOLS: You have not -- you have been doing this for a long time.

MR. BOHUSLAV: Well, for about a year or so, yes. Before that we were brutally honest, if you recall. Before that we were brutally consistent.

MR. NICHOLS: Brutally consistent.

MR. BOHUSLAV: That's right. Now we have taken some compassion, you might say, and looked at this criteria.

MR. NICHOLS: Let me just try to ask a couple of questions. Is this the first contract that you have bid on with TxDOT?

MR. ENUKE: No, this is not the first contract that I've bid; I've bid smaller jobs than this, and there was a considerable decision to make before we bid the job. We actually noticed it online and tried to make some cursory moves to get quotes from some subcontractors, but at the last minute we thought it would be a very good opportunity for us to kind of raise the notch, and so we tried to put the number, albeit a little bit rushing.

MR. NICHOLS: So you actually have done contracts with TxDOT, or you just bid on them or you actually got some?

MR. ENUKE: No, we haven't; we haven't done any jobs for TxDOT.

MR. NICHOLS: You've bid on them. Okay. Have you worked with Mr. Dossett in our Historically Underutilized Business group at all? They're there to assist. I believe that's correct, isn't it? Have you worked with that group at all?

MR. ENUKE: Yes, sir. I'm listed as a HUB contractor.

MR. NICHOLS: Historically Underutilized Business.

MR. ENUKE: Yes, sir, but I don't believe I've worked with Mr. Dossett.

MR. NICHOLS: Or his group. He heads up that group. That's correct, isn't it?

MR. BOHUSLAV: Yes.

MR. ENUKE: I don't believe I've spoken to them.

MR. BOHUSLAV: The bid guarantee, by the way, on this project I believe is $5,000.

MR. WILLIAMSON: Thomas, has the company done business with us in the past?

MR. BOHUSLAV: I'm not familiar with the company.

Have you actually gotten a contract?

MR. ENUKE: No, we haven't.

MR. BOHUSLAV: Have you done work as a subcontractor?

MR. ENUKE: Yes. We've done some small maintenance-type work that is not -- jobs under $10,000 with the office in Mesquite but not jobs that were bid out. These are the first ones we bid.

MR. BOHUSLAV: Let me add one more thing. There is a sanction on the contractor if you reject due to bid error. The sanction is they get a mark against them. If they get two marks in a year, you can further sanction them and address bidding capacity, whether or not they can bid on a job or not. So if you go down that road, they get one mark, and if they get a second mark within three years --

MR. NICHOLS: Say that one more time. What are you talking about on sanction?

MR. BOHUSLAV: If you decide to reject this bid because of a bid error, the contractor gets one mark against him.

MR. NICHOLS: But he doesn't lose his $5,000?

MR. BOHUSLAV: Doesn't lose his bid guarantee. If they do that again within a three-year period, they can have their bidding capacity reduced.

MR. WILLIAMSON: Well, what I want to focus on is what I think you've told me is there may or may not have been the last category, the words you used --

MR. BOHUSLAV: Ordinary care.

MR. WILLIAMSON: You don't have a way of knowing one way or the other.

MR. BOHUSLAV: We don't have any evidence to support that they exercised ordinary care. Our evidence is contrary to that; our evidence says we still don't match the total bid that they submitted on the job. But it's an amount of $5,000 and you haven't been able to tell us why there's a difference in those numbers.

MR. ENUKE: No, I haven't. I noticed that myself after talking with them when I put the numbers together trying to justify the difference -- when I tabulated myself, the difference between what I came up with after looking at it more closely, was a difference of $5,000, but I tried to make the point to them in the letter that I wrote that the difference between $285,000 and $280,000 brought my appeal to them a little bit better than the difference between $163,000 and $280,000. I haven't looked at it from that point, broken it down further, but what I provided and what I believed they were looking for from the explanation I got was proof to demonstrate that the price we gave was square footage related as opposed to square yardage, so I provided previous bids submitted to the City of Dallas, for instance, showing that the price we gave was in square footage and so that the possibility of making that error, rushing to turn in the bid, was what resulted in this, and that's what we provided. Perhaps I can go back again and break this thing down further and see where that mistake of $5,000 occurred.

MR. WILLIAMSON: What I'm trying to get at, Thomas, is you seem to be not admonishing maybe but warning us that the decision we make sets the standard, and what I want to understand --

MR. BOHUSLAV: To some degree. We want to be consistent on what we recommend to you and how we handle this.

MR. WILLIAMSON: So the next guy comes through and he made a $5 million error and has no evidence, as this gentleman has shown --

MR. BOHUSLAV: I don't know that it will be exactly the same but it will help start to establish our criteria and move us in some direction. Really, this is the first time we had a case like this and our recommendation to you is kind of straightforward with what I've given you here so far, so what you respond to on this will help us establish our criteria further.

MR. WILLIAMSON: Is it possible to defer this decision?

MR. BOHUSLAV: If you defer the decision, the contractor has the ability to walk away from the contract.

MR. WILLIAMSON: What does that mean?

MR. BOHUSLAV: Deferring the decision, then you delay the project and they have a right to say I'm not going to agree to doing the work because you've delayed the project now, and that's in our rules.

MR. WILLIAMSON: And we don't get to keep the $5,000.

MR. BOHUSLAV: That's correct.

MR. NICHOLS: If we reject the contract, he does not lose the $5,000 but he gets one mark against him.

MR. BOHUSLAV: That is correct.

MR. NICHOLS: If he gets the contract and he doesn't do it -- if he does it, he's saying he's going to lose money, if he doesn't do it, then he loses $5,000. That's three options right there.

MR. WILLIAMSON: Well, it's a difficult thing, but I guess life teaches you how to dance as you go along, and I'm inclined to reject the bid myself.

MR. BOHUSLAV: Let me add one more thing that this month 7.4 percent of our bids were either incomplete or had bid errors in them -- 7.4. That’s about -- usually it's less than ten and usually it's over four. Every month we have bid errors, but to this degree is more unusual, and to be the low bidder is once a month, looks like.

MR. NICHOLS: We have a motion to reject the bid. I want to ask one last question. We encourage you to do our projects and bid on our projects; we encourage you also to take great care in the appropriation of those things because there's a long list of people who spend a lot of time working on theirs and if this thing is rejected, we have to go back out for bid and everybody's prices are exposed, so there is some harm to other people too. We have to keep in our consideration them also.

We have a motion to reject, and I'll second the motion to reject. All in favor, say aye.

(A chorus of ayes.)

MR. NICHOLS: Motion carries. The bid is rejected.

MR. ENUKE: Thank you very much, sirs.

MR. WILLIAMSON: But come back and do more work for us.

MR. ENUKE: Thank you very much. I appreciate it.

MR. BOHUSLAV: You've approved the award of the other projects.

MR. NICHOLS: Well, we just rejected that one. Do I hear a motion to approve the others?

MR. WILLIAMSON: So moved.

MR. NICHOLS: Second. All in favor, say aye.

(A chorus of ayes.)

MR. NICHOLS: Motion carries.

MR. BEHRENS: Commissioners, that concludes our regular business and we have no need for an executive session, so that would lead us now to go into the open comment session, and we do have some people that have signed up to speak.

MR. NICHOLS: Are any of these related or are they all random? Okay, two are related. Is there any particular order here? I'll do the two Bolivar then. First is Sandra Simmons, Bolivar Peninsula.

MS. SIMMONS: I'm Sandra Simmons, president of the Bolivar Peninsula Special Utility District board of directors, and we are the water utility on the peninsula. We are partners with OMVA building a regional water treatment plant and transmission pipelines.

I understand you are going to widen and elevate Highway 87 on Bolivar Peninsula. We will be constructing a 28-mile pipeline from High Island to Bolivar beginning this summer and we're in the process of obtaining easements at this time. Where will the new Highway 87 be located? We definitely need to know because we do not have the funds to relocate our newly laid pipeline if we are in your way.

MR. NICHOLS: Very good question.

MS. SIMMONS: I know it's a good question. That's what I need to know.

(General laughter.)

MR. NICHOLS: Have you contacted the area engineer, the local TxDOT office down there?

MS. SIMMONS: I did visit in Houston, yes, I did, and I asked them the same question and they don't know yet where it is going to be laid, and that really doesn't help us because here we are in a $20.5 million project.

MR. NICHOLS: You're not going to lay it in our right of way, or are you planning on laying it in the right of way?

MS. SIMMONS: Maybe some part of it, but we were going to go -- if you widen that highway, are you going to take the existing highway and add two more lanes to the north? Obviously you won't to the south because the Gulf is there.

MR. WILLIAMSON: Is it not the case that this might be a Harris County toll road project?

MR. NICHOLS: This is a project-specific question that you need as opposed to a policy question, and this is a good place, if you're not getting a result, to come ask that question. I think the appropriate step for us would be to ask our executive director to work with the district and the area office to get you that answer, because you need to get your line laid.

MS. SIMMONS: We do, definitely.

MR. NICHOLS: And you are here trying to do the right thing, and we appreciate that. There's a lot of people that just lay things and don't ask us, but here you're asking ahead of time.

MS. SIMMONS: To move a pipeline, we would not have the funds to do that.

MR. NICHOLS: So Mike?

MR. BEHRENS: If you can just wait a few minutes after the meeting -- which will be just shortly -- we'd be glad to visit with you.

MS. SIMMONS: I shall. Thank you, gentlemen.

MR. NICHOLS: Thank you.

MR. WILLIAMSON: Thank you.

MR. NICHOLS: The other Bolivar was not related, I guess. It's Dan Kohlhofer, Bolivar Ferry.

MR. KOHLHOFER: Thanks for the opportunity for allowing me to address you. My name is Dan Kohlhofer and I live on the Bolivar Peninsula.

I want to thank whoever the individuals were responsible for the granite rock that's gone in at the ferry landing on the Bolivar Peninsula.

MR. NICHOLS: The what?

MR. KOHLHOFER: The granite rock that's going to shore up the shoreline so that every time we have a high tide, we don't lose part of the highway. There's only one way in and out on that side and on the other side going to 124; however, the ferry continues to be a problem for us over there. Just a couple of weeks ago we experienced again 3-1/2-hour waits to get across.

I was here last year about the same time to ask if TxDOT could find funds to give us an additional ferry landing on each side. It seems like when we lose a ferry landing, it doesn't matter how many ferries you have, you can't dock them all, and Spring Break was two or three weeks ago and the tourists had to wait but more importantly, the people that work in Galveston and have to commute had experienced some long, long waits.

I know money is very short, I heard a lot of discussion about tolls today, and I would like somebody to maybe look at that as a funding mechanism to improve that crossing by not making it a free service.

MR. NICHOLS: You're talking about the ferry, charging for the ferry?

MR. KOHLHOFER: That's correct.

MR. NICHOLS: They prohibited us from charging a fee on that ferry. But what I was going to ask you is there have been a significant number of proposals, very serious, about building a bridge across and then tolling that bridge. A lot of savings and from a commuter's standpoint almost instant service. Are you supportive of that?

MR. KOHLHOFER: I'm very supportive of it.

MR. NICHOLS: If you did that, eliminating the ferry operation, then we would not need the ferry.

MR. KOHLHOFER: But the problem, I understand, now is the attorney general has ruled that Harris County Toll Authority does not have the authority to operate out of their county.

MR. NICHOLS: Correct, but there are bills that are in works over there that will change the law so that they can do that, and if they can't do it and don't want to, then we might could do it also. I mean, there's several ways to get there. If they want to do it, we support the locals trying to do it. But from a person who lives there, that would be great with you, and that's the direction I think we're all thinking.

MR. KOHLHOFER: Personally I've always been in favor of user fees. I don't think that the people in West Texas ought to have to subsidize our ferry operation. But I think even if we started tomorrow on a bridge, we're still looking at ten to twelve years' completion, and the amount of volume of traffic on that one way is increasing, and if we don't address a third landing on each side, the problem is just going to get worse.

But anyway, I know that I'm aware of the pending legislation, but if it doesn't, if we don't get the legislation that we need to allow them, are we dead in the water?

MR. NICHOLS: Our executive director wants to say something.

MR. BEHRENS: I'd just make a comment. We do have in our current legislative appropriation request for this session $33 million which will provide a landing on each side and one additional boat.

MR. KOHLHOFER: Fantastic. Thank you very much.

MR. NICHOLS: It doesn't mean it's going to be approved; that's important to remember.

MR. BEHRENS: That's across the street right now.

MR. KOHLHOFER: One other issue on the ferries is security. I know that since 9/11 we've seen additional security. I think that waterway is very vulnerable to a terrorist attack. I don't think there's enough being done in searching vehicles that are crossing the waterway, and without going into a whole lot of detail, I think that waterway goes all the way to Houston, and if that waterway were ever to shut down, it wouldn't just impact people on the Bolivar Peninsula.

One other thing on Highway 87, the traffic lights that light up the landing have substantially reduced the number of accidents during the peak periods, and it's a wonderful, wonderful improvement.

The erosion issue on the east end of Highway 87 from where the Geo tubes end to the Chambers County line is another vulnerable location for the breach of Highway 87. Sandra just mentioned about the pipeline that we're going to be laying. We can't go to the south side of the highway, there's no room, and if the highway is widened to the north side, we want to be out of the way, we can't be underneath the highway.

MR. NICHOLS: There is an erosion problem that is an entire coastal problem. We have sections of 87 that have been washed out since before I got on the commission that we still have not been able to get through the environmental process to reconstruct the road, so there's chunks of that road that just aren't there.

We appreciate your coming. Thank you very much.

MR. KOHLHOFER: Thank you very much.

MR. NICHOLS: The City of Temple Mayor Jones, I-35 construction needs.

MAYOR JONES: Bill Jones, 3606 Oak Villa in Temple, Texas. Mr. Chairman, Commissioner Williamson, Mr. Behrens, thank you very much for the opportunity.

Let me open with just a word saying that we in Temple and Central Texas share the loss of District Engineer Jim Cowan out of the Belton office last Friday. We will all miss him. He was a great TxDOT engineer, great help to Central Texas, and we share that loss with the department.

I would like to also, Commissioner Williamson, thank you for coming to Temple last month and being a part of our discussion and help in clarifying the memo from TxDOT that we got hold of, and I appreciate your openness and your candor in that discussion.

MR. WILLIAMSON: Really?

MAYOR JONES: It did. I think it helped us a great deal and so it moved us along. I mean, any dialogue is good dialogue, I think, and so thank you for being there.

I-35, of course, is extremely important to Temple, all of the Central Texas region. We certainly understand the shortage of funds, the situation that we find ourselves in in the state of Texas and the critical needs elsewhere in the state for many reasons. We certainly know we're more of a rural region.

I am also a member of the KTOT's MPO policy board, so since I've been mayor last May, I've had an opportunity to get a glimpse of the highway process through that eye, and I testified here in the past on two different occasions -- this is the first time to come as an open comment, but just to take the opportunity to say to you that we certainly understand the issues, to say to the entire commission that we think it is prudent to decrease I-35 from eight lanes to six lanes. We know it's astronomically expensive in our area because of the right of way concerns, the way it was constructed, the age of the highway that to go to eight lanes is just far more expensive than to go to six lanes.

To make six lanes work through certainly Temple -- and that's who I'm here to represent today on my own as the mayor of Temple -- six lanes can work very well because a lot of the congestion from I-35 in our area comes from our local traffic. We have people that get on it and travel as little as two blocks on I-35 because there's an entrance and exit that close together, and others of us that go two miles because we live on the south side and take our kids to the high school and that's the fastest route.

We need to get our local traffic off of I-35. To do that we need the continuous frontage roads in our community and we are advocates of the one-way frontage roads in Temple. We think that's the safest way to move traffic rapidly, safely through our community. We're advocates of decreasing the number of exits we have so that it forces the local usage of frontage roads to get local traffic off of Interstate 35.

We appreciate the dialogue we've had since the beginning of the year, the commitments to make I-35 a six-lane highway continuously, a minimum of six lanes from San Antonio to Hillsboro and that's from the Governor's Office through our state representatives and senators, as well as the comments from Commissioner Williamson, and I can't say if that was on behalf of the commission or just an understanding of what the governor was talking about. So we appreciate that fact a great deal.

MR. WILLIAMSON: I wasn't authorized to speak for Mr. Nichols and Mr. Johnson, and in fact, I hear privately that they're absolutely opposed to expanding 35 at all.

MR. NICHOLS: Do what?

MR. WILLIAMSON: I wondered if anybody was going to catch that. No, that's not what I understand.

(General laughter.)

MAYOR JONES: I'm still here to say six lanes.

MR. WILLIAMSON: Where's Martha Tyroch?

MAYOR JONES: I can't use the open meeting excuse this time. Martha is still in Temple; I came down here on my own.

MR. WILLIAMSON: You ought to bring her down here. We're all familiar with her; she's a pretty good deal-maker; she can always talk us into things.

MAYOR JONES: She's a good lady, a good lady indeed. Thank you. We're proud to have her on our council and a member of our community.

So I just want to conclude, stay within my three minutes, to say that six lanes is very important for us.

MR. NICHOLS: And you are here speaking on behalf of the city.

MAYOR JONES: On behalf of the City of Temple.

MR. NICHOLS: Not you as one person.

MAYOR JONES: I am here for the City of Temple today, as the mayor of the City of Temple.

MR. NICHOLS: I just wanted to make sure.

MR. WILLIAMSON: I thought he was going to lay out the North-Central Central Texas RMA proposal.

MAYOR JONES: We're not there yet, sir, but we've heard your message and we're working on that. And I will conclude by taking off my mayor hat and making one other comment, and I think as a result of the importance of I-35, the comments that we've made in the past, the fact that you have a joint resolution on it's way to you -- if you do not have it already -- from the Waco and Killeen-Temple MPOs; we have a request for a delegation presentation -- to use all means possible to get I-35 done. I think tolling I-35 should be on the table.

MR. WILLIAMSON: Interesting. You know, when I was first brought on the commission I suggested that and everyone up here on this dais said, Oh, no, we can't do that.

MAYOR JONES: I know in your Tomball delegation the question was asked can you toll an existing road, and the answer was yes and no. So I'm here to say I think it should be on the table. We said by any means possible as long as we don't derail the other projects we need in Central Texas -- there was quite a bit of deliberation over that particular comment -- but I think tolling I-35 is something we should consider and get it on the table.

MR. NICHOLS: Thank you very much.

MR. WILLIAMSON: Thank you very much.

MAYOR JONES: Thank you very much for your time, gentlemen. Appreciate you very much.

MR. NICHOLS: City of Leander, City Engineer Don Ward, release of jurisdiction and maintenance of FM 2243.

MR. WARD: Yes, sir. My name is Don Ward; I'm city engineer for the City of Leander. Apologies for the mayor and city manager who couldn't be here; they had prior commitments.

We just wanted to get a little information to you today; we don't want to fog any ideas, but if I could hand some maps out to you?

MR. NICHOLS: Sure. Is he going to get the same map I'm going to get.

MR. WILLIAMSON: Are you fixing to cut off another historical monument, or is this the same one?

MR. WARD: This is the same project you heard about last month, I think it was. Just a little history. The city has had this roadway on their roadway transportation plan for several years and this is one of two major arterials that run east-west through our city. Funding for this roadway improvement west of 183 to the county line, we have not requested state or federal funding for any portion of this, so segmenting this roadway is not something we ever intended, do not intend, and do not plan to intend to do.

The environmental report that we have already completed was because of local funding -- it was an archaeological report -- it was submitted to the Historical Commission. Staff reviewed it, staff approved it, and it was sent on to the executive director for approval. At this point there were some problems with a concerned citizen and so it was put on hold. We have met with the Historical Commission and they're trying to come in contact with the person, Ms. Thompson, with the historical situation.

The intent of this roadway in applying for the release and jurisdiction of this roadway is to minimize the right of way width in this area. If we go with the TxDOT requirements of 200 feet, it will definitely have a major impact. So what we'd like to do -- and what we've requested with approval from Williamson County and also the support of the area office -- is to reduce this right of way to 130 feet, and possibly even less, then the actual roadway would be further away that the current situation.

If you look on the map above -- and I can point -- this is the Pickle Mason House right here, the current roadway edge you can see runs along here, the proposed edge would be this black edge right here, so it's actually further away than the conditions that we have existing today.

MR. NICHOLS: What is the yellow line with the yellow dots?

MR. WARD: The yellow line is an overhead electrical transmission that's there currently.

MR. NICHOLS: It's currently there.

MR. WARD: Yes, sir, it's a current LCRA line, major overhead transmission line. The green lines that run vertical are the property lines of the Pickle Mason property. To the left of the green line is existing industrial property, currently zoned; on the right is existing commercial property, currently zoned.

MR. NICHOLS: The yellow box on the bottom left, what is that?

MR. WARD: That's another house. It's owned by, I believe, the owner of the property in question also. It's not an historical home but it is a residence over across the way.

And I have one more option for you here. They talked about having the roadway behind the house -- and I apologize, I only have two copies of this -- but if you look at putting the roadway behind the house, you would have a roadway behind the house and a roadway in front of the house. We feel this is a detrimental impact to this historic property, and we hoped to have an agenda item this month but it turned out that we couldn't have one here.

MR. WILLIAMSON: Which one is the real map?

MR. WARD: The red is one of the options that we had looked at, but putting the roadway above the house which is north and you'd still have the existing roadway south, so basically you've got this property cut off, and the impact of this roadway would definitely affect the house if you put it north. We had hoped to propose this roadway -- and again, we're not requesting any state or federal funding -- city funding to tie into the existing roadway without impacting the house at all.

MR. NICHOLS: For us to do that, it's going to have to be an agenda item that would be properly posted.

MR. WARD: Yes, sir. We have attempted to go through the area office and the district office to have it an agenda item for this month, but unfortunately bureaucracy worked a little slow and we didn't quite make it but we're attempting to have an agenda item next month to come back for release of this, and it's my understanding that the district office and the area office are in full support of this release of jurisdiction, and we have the cooperation with Williamson County.

MR. NICHOLS: Okay. So you'll have an opportunity to make this presentation again.

MR. WARD: Yes, sir. We just wanted to get some comments on record today.

MR. NICHOLS: And when you all come you can all ride together because there will probably be some other people coming too.

MR. WARD: I'm not sure if the bus is big enough.

MR. NICHOLS: I think we normally do defer to our transportation engineers on alignments and safety requirements and things of that nature; we don't interfere in that part of the process. Ours is a policy body on those types of things. But we do appreciate you taking the time to come here today.

MR. WARD: Thank you very much for the time.

MR. NICHOLS: Thank you.

Next, and I believe the last -- save the best for last here -- Tommy Eden to talk about progress over the past year on statewide improvements for bicyclists and pedestrians, representing yourself.

MR. EDEN: Thank you, Mr. Chairman and Commissioner Williamson for this opportunity to speak to you. My name is Tommy Eden. I promised myself that I would not mention the many Republicans at the national level who represent business interests because I want to keep my comments positive today. Let me simply say that I support the many honorable men and women who are representing us overseas and I want to see them all return home safely as soon as possible.

I am pleased with the genuine efforts of this commission to improve the situation for everyone in Texas who walks, rides a bicycle or breathes the air. As you are both painfully aware, I was very skeptical that we would see any improvements a year ago, but I've been pleasantly surprised. Within the past year you have committed to cleaning up the emissions from dirty diesel engines. TxDOT has the largest fleet of these diesel engines and you have responded to the requests from hundreds of Texans to clean up this fleet. You have reestablished the Bicycle Advisory Committee and I am honored to serve on that committee. You have established the Safe Routes to School Program which was authorized by the last legislature in the Matthew Brown Act.

I was very pleased with the high quality of the applications for funding from 192 applications from cities and counties across the great State of Texas. I was impressed with the professional manner of the TxDOT staff and with the open process in which these projects were rated, and I am proud to have participated in that process.

Finally, I was especially pleased to read recently that Commissioner Johnson -- and I'm sorry to see that he's not here right now -- supports future funding of the Safe Routes to School Program through the sale of personalized license plates. It was very clear from the many excellent applications which cannot be funded that we have a serious funding gap for projects which would provide safe routes to school for children to walk and ride bicycles to school. I sincerely hope that this new funding source will continue to ensure the safety of children walking or bicycling to school.

There's much room for improvement, and I'm not going to go into all that right now -- you know, there's always room for improvement -- but I'm real pleased with what you have done in the last year. Thank you.

MR. NICHOLS: Thank you very much. I wanted to ask you a question. If we can get enough people riding on the bicycles, would you be supportive of tolls for bicycles? I'm kidding.

MR. WILLIAMSON: It's coming.

MR. NICHOLS: Hey, it's a user fee.

(General laughter.)

MR. WILLIAMSON: We really do appreciate the kind words, and you should know all of our guys and gals, you were a pretty impressive decision-maker of how things were to be. Everybody was pleasantly surprised. In fact, I had one unnamed guy say: Man, he's tough; it's either the best bicycle path or no deal. Bicycle path or the highway -- my way or the highway.

MR. EDEN: I'm going to try and be a little bit more lenient the next time.

MR. WILLIAMSON: And we're going to try to find a little bit more money for the program the next time.

MR. EDEN: Appreciate it.

MR. WILLIAMSON: Thanks.

MR. NICHOLS: Thank you very much. No one else, no more cards. If there's no further business, I'll entertain a motion to adjourn.

MR. WILLIAMSON: So moved.

MR. NICHOLS: Second. All in favor, say aye.

(A chorus of ayes.)

MR. NICHOLS: Adjourned. Time for the record, I'm showing about 1:50.

(Whereupon, at 1:50 p.m., the meeting was concluded.)

C E R T I F I C A T E

MEETING OF: Texas Transportation Commission
LOCATION: Austin, Texas
DATE: March 27, 2003

I do hereby certify that the foregoing pages, numbers 1 through 191 inclusive, are the true, accurate, and complete transcript prepared from the verbal recording made by electronic recording by Sunny Peer before the Texas Transportation Commission.

__________03/31/03
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