Texas Transportation Commission:

Transcription

1 January 30, These are the minutes of the regular meeting of the Texas Transportation Commission held on January 30, 2014, in Austin, Texas. The meeting was called to order at 9:00 a.m. by Chairman Houghton with the following commissioners present: Texas Transportation Commission: Ted Houghton Fred Underwood Jeff Austin III Jeff Moseley Victor Vandergriff Chairman Commissioner Commissioner Commissioner Commissioner Administrative Staff: James Bass, Interim Executive Director Jeff Graham, General Counsel Rose Guajardo Walker, Chief Clerk Robin Carter, Assistant Chief Clerk Registration sheets listing others in attendance are on file with the Texas Department of Transportation, Assistant Chief Clerk. A public notice of this meeting containing all items on the proposed agenda was filed in the Office of the Secretary of State at 4:28 p.m. on January 22, 2014, as required by Government Code, Chapter 551, referred to as The Open Meetings Act. ITEM 1. Safety Briefing This item was presented by Deputy Executive Director John Barton. ITEM 2. Approval of Minutes of the December 19, 2013, regular meeting and the January 7, 2014, special meeting of the Texas Transportation Commission Commissioner Underwood made a motion, which was seconded, and the commission approved the minutes of the December 19, 2013 regular meeting and the January 7, 2014, special meeting by a vote of 5-0. ITEM 3. Discussion a. Report on potential improvements to TxDOT s Ferry operations (Presentation) The commission viewed a presentation from Deputy Executive Director John Barton. Note: The ferry operations presentation is on file with the assistant chief clerk.

2 b. Update on Municipal Highways Turnback Program (Presentation) January 30, The commission received an update from Deputy Executive Director John Barton. ITEM 4. Appointments a. Lone Star Rail District Appoint a public member to the board of directors of the Lone Star Rail District (MO) Commissioner Moseley made a motion, which was seconded, and the commission approved the following minute order by a vote of 5-0. The commission heard comments from Sid Covington, Chairman of the Board, Lone Star Rail District. This item was presented by Director of Rail Erik Steavens Transportation Code authorizes the creation of a commuter rail district RRD for the purpose of providing commuter rail service between two municipalities which meet certain criteria. The commissioners courts of Bexar and Travis Counties and the city councils of the cities of Austin and San Antonio adopted resolutions favoring the creation of a commuter rail district for the purpose of providing commuter rail service between Austin and San Antonio. The Lone Star Rail District (District) is governed by a board of directors (board). The board is responsible for management, operation and control of the District. The District convened their first meeting in February 2003 and the appointed board members entered into a service term of two years. Commencing in December 2007, the board terms for the public members are now staggered in alternate two year periods. Transportation Code provides that the Texas Transportation Commission (commission) will appoint two public directors to the board of the District. The commission, by Minute Order , dated December 19, 2002, originally appointed J. Tullos Wells of San Antonio to the board of the District based on his experience and knowledge of commuter rail transportation. The commission reappointed him to a second two-year term by Minute Order dated January 27, 2005, a third two-year term by Minute Order dated January 25, 2007, a fourth two-year term by Minute Order dated January 31, 2008, a fifth two-year term by Minute Order dated January 28, 2010, and a sixth two-year term by Minute Order dated January 26, The commission has determined that it is in the best interest of the citizens of central Texas for Mr. Wells to be reappointed for a seventh two-year term as a member of the board due to his exemplary service and the need for the District to continue uninterrupted in their current efforts to bring commuter rail to the region. IT IS THEREFORE ORDERED by the commission that J. Tullos Wells be reappointed as a member of the board of directors of the Lone Star Rail District for a seventh term. The term will start February 1, 2014, and will expire January 31, 2016.

3 January 30, b. Private Activity Bond Surface Transportation Corporation Appoint director to the Texas Private Activity Bond Surface Transportation Corporation (MO) Commissioner Austin made a motion, which was seconded, and the commission approved the following minute order by a vote of 5-0. This item was presented by Associate General Counsel Rebecca Bronson By Minute Order adopted on October 30, 2008, the Texas OGC Transportation Commission (commission) authorized the creation of the Texas Private Activity Bond Surface Transportation Corporation (corporation) under the authority of Transportation Code, Chapter 431, Subchapters A through C and as further authorized by Title 43, Texas Administrative Code, Section The corporation was created to assist and act on behalf of the commission to promote and develop new and expanded public transportation facilities and systems including the issuance of private activity bonds for comprehensive development agreement proposers approved by the commission. The powers of the corporation are exercised through its board of directors consisting of three persons appointed by the commission. Under the articles of incorporation of the corporation, as approved by the commission, the directors of the corporation must be employees of the Texas Department of Transportation (department), and the commission duly appointed three initial members in Minute Order In Minute Order dated August 25, 2011, the commission appointed directors to a six year term. There is now a vacancy on the corporation s board of directors due to one director, Scott Haywood, having resigned as an employee of the department, as of February, IT IS THEREFORE ORDERED that Lauren Garduno, an employee of the department, is appointed to the board of directors of the corporation to serve Mr. Haywood's remaining term expiring on August 31, c. Grand Parkway Transportation Corporation Appoint director to the Grand Parkway Transportation Corporation (MO) Commissioner Moseley made a motion, which was seconded, and the commission approved the following minute order by a vote of 5-0. This item was presented by Associate General Counsel Rebecca Bronson By Minute Order adopted on March 29, 2012, the Texas Transportation OGC Commission (commission) authorized the creation of the Grand Parkway Transportation Corporation (corporation) under the authority of Transportation Code, Chapter 431, Subchapters A through C and as further authorized by Title 43, Texas Administrative Code, Section The corporation was created to facilitate the developing, financing, refinancing, designing, constructing, reconstructing, expanding, operating, and maintaining of various segments of State Highway 99 (Grand Parkway)

4 January 30, and act on behalf of the commission to promote and develop various segments of the Grand Parkway. The powers of the corporation are exercised through its board of directors consisting of three persons appointed by the commission. Under the articles of incorporation of the corporation, as approved by the commission, the directors of the corporation must be employees of the Texas Department of Transportation (department), and the commission duly appointed three initial members in Minute Order to serve an initial term expiring on August 31, There is now a vacancy on the corporation s board of directors due to one director, Scott Haywood, no longer being an employee of the department, effective as of February, IT IS THEREFORE ORDERED that Lauren Garduno, an employee of the department, is hereby appointed to the board of directors of the corporation to serve Mr. Haywood's remaining term expiring on August 31, ITEM 5. Commission for High-Speed Rail in the Dallas/Fort Worth Region Authorize the creation of a Commission for High-Speed Rail in the DFW Region, and appoint the presiding officer of the commission (MO) Commissioner Austin made a motion, which was seconded, and the commission approved the following minute order by a vote of 5-0. This item was presented by Director of Rail Erik Steavens The Texas Transportation Code, provides that the Texas RRD Transportation Commission (commission) may create an advisory committee to assist the Texas Department of Transportation (department) on any matter under its jurisdiction. The Federal Railroad Administration (FRA) has awarded the department a $15 million grant for preliminary engineering and environmental review work for highspeed passenger rail service from Dallas/Fort Worth to Houston. The department is currently entering into two memoranda of understanding concerning the preparation of environmental impact statements (EISs) as follows: (1) for the EIS concerning Fort Worth to Dallas, FRA will be the federal lead agency and the department will be the joint lead; and (2) for the EIS concerning Dallas to Houston, FRA will be the federal lead agency and a private entity (Texas Central Railroad) will be the applicant. The department is working cooperatively with FRA, private interests, and other stakeholders. The department has recommended the creation of a Commission for High-Speed Rail in the Dallas/Fort Worth Region to advise the commission and executive director on the development of intercity rail corridors, new transportation policies, and funding and procurement strategies as they relate to the implementation of proposed high-speed rail connecting the Dallas and Fort Worth areas. It would also provide advice on the ongoing preparation of the EISs described above. It would be an advisory committee subject to the requirements of Texas Government Code, Chapter 2110 (concerning State Agency Advisory Committees) and 43 TAC 1.85(b)-(d)

5 January 30, (concerning Department Advisory Committees), except for the selection of the presiding officer and members. The department has also recommended the appointment of William Bill Meadows of Fort Worth as the presiding officer. The commission determines that the creation of such an advisory committee is necessary to assist the department and intends, at a later date, to appoint the additional members of the advisory committee and to specify additional duties of the advisory committee. IT IS THEREFORE ORDERED by the commission that the Commission for High-Speed Rail in the Dallas/Fort Worth Region is created for the purposes recommended by the department as specified in this minute order and that William Meadows is appointed as its presiding officer. IT IS FURTHER ORDERED that the Commission for High-Speed Rail in the Dallas/Fort Worth Region shall submit its advice and recommendations to the executive director or a department employee designated by the executive director to receive those recommendations, and shall make reports as requested by the commission. ITEM 6. County Transportation Infrastructure Fund Grant Program Authorize an extension of the period of time for counties to submit applications requesting grants under the County Transportation Infrastructure Fund Grant Program for funding transportation infrastructure projects located in areas of the state affected by increased oil and gas production (MO) Commissioner Vandergriff made a motion, which was seconded, and the commission approved the following minute order by a vote of 5-0. The commission heard comments from Ronnie Mitchell, Karnes County R & B, Jim Allison, General Counsel, County Judges and Commissioners Association of Texas, and Joel Rodriguez, Jr., La Salle County Judge. This item was presented by Deputy Executive Director John Barton The Texas Transportation Commission (commission) by Minute Order , LGP dated November 21, 2013 (minute order), commenced implementation of a grant program using the transportation infrastructure fund dedicated by the Texas Legislature in the 83rd Legislature, Regular Session, 2013 (fund) to provide funding to counties for transportation infrastructure projects located in areas of the state affected by increased oil and gas production. The minute order established that applications for grants from the fund be submitted by counties to the Texas Department of Transportation (department) on or before February 14, 2014, but no sooner than February 7, 2014; and that the total amount of funds available for the period designated above to be awarded among the eligible counties that submit a valid application will be $225 million. Pursuant to Title 43 Texas Administrative Code , the department published notice of the period of time and the deadline for submitting grant applications, and the amount of money available for grants from the fund for the designated period.

6 January 30, After its publication of the notice, the department received a request from several state elected officials to extend the period for submitting grant applications. The extension was requested to allow each county more time to satisfy the prerequisites provided by Transportation Code, Chapter 256, Subchapter C, including establishment of a county energy transportation reinvestment zone, creation of an advisory board, and completion of a road condition report. The commission finds that an extension of the period for submission of grant applications will further the goals of the grant program by increasing the number of counties that can fulfill the eligibility requirements, and will not adversely impact the process for allocating the grant funds in a timely manner. In order to provide additional time for counties to complete the eligibility requirements, the commission determines that the application period as designated in the minute order should be extended. IT IS THEREFORE ORDERED that: (1) the designated period for submission by counties of grant applications to the department be extended to a date on or before March 14, 2014, but no sooner than March 7, 2014; (2) an amended notice be published by the department in accordance with the provisions of ; and (3) all provisions of Minute Order that do not conflict with this minute order are confirmed and remain unchanged. IT IS FURTHER ORDERED that the executive director or his designee is directed to take the necessary steps to implement the actions as ordered in this minute order. ITEM 7. Aviation Various Counties - Award federal and state grant funding for airport improvement projects at various locations (MO) Commissioner Underwood made a motion, which was seconded, and the commission approved the following minute order by a vote of 5-0. This item was presented by Director of Aviation David Fulton The Texas Department of Transportation (department) is authorized under the AVN federal Airport and Airway Improvement Act and the state Aviation Facilities Development and Financial Assistance Act to award federal and state funding for capital improvement projects and to assist in the development and establishment of airports in the state of Texas. The airports listed in Exhibit A are currently in need of improvements to preserve the airports or to meet standards. The department recommends the award of federal and state grant funds for the improvements. On Thursday, December 12, 2013 a public hearing was held. No comments were received. IT IS THEREFORE ORDERED by the Texas Transportation Commission that the executive director, or the director s designee, is authorized to enter into any

7 January 30, necessary agreements to fund, through the Aviation Facilities Grant Program, the projects described in Exhibit A at an estimated cost of $16,830,000. Note: Exhibit A is on file with the assistant chief clerk. ITEM 8. Promulgation of Administrative Rules Under Title 43, Texas Administrative Code, and the Administrative Procedure Act, Government Code, Chapter 2001: a. Final Adoption (1) Chapter 1 - Management; Chapter 3 - Public Information; and Chapter 10 Ethical Conduct of Entities doing Business with the Department (MO) Amendments to 1.2, (Texas Department of Transportation); (Access to Official Records) and 3.26 (Complaint Resolution); and 10.6 (General Provisions) Commissioner Underwood made a motion, which was seconded, and the commission approved the following minute order by a vote of 5-0. This item was presented by Chief Procurement Office and Deputy Administrative Officer Lauren Garduno The Texas Transportation Commission (commission) finds it necessary to adopt ADM amendments to 1.2, , 3.26, and 10.6, all relating to references to the Texas Department of Transportation's regional model, to be codified under Title 43, Texas Administrative Code, Part 1. The preamble and the adopted amendments, attached to this minute order as Exhibits A - G, are incorporated by reference as though set forth verbatim in this minute order, except that they are subject to technical corrections and revisions, approved by the general counsel, necessary for compliance with state or federal law or for acceptance by the Secretary of State for filing and publication in the Texas Register. IT IS THEREFORE ORDERED by the commission that the amendments to 1.2, , 3.26, and 10.6 are adopted and are authorized for filing with the Office of Secretary of State. The executive director is directed to take the necessary steps to implement the actions as ordered in this minute order, pursuant to the requirements of the Administrative Procedure Act, Government Code, Chapter Note: Exhibits A - G are on file with the assistant chief clerk. (2) Chapter 1 - Management (MO) Amendments to (Donations) Commissioner Moseley made a motion, which was seconded, and the commission approved the following minute order by a vote of 5-0. This item was presented by General Counsel Jeff Graham The Texas Transportation Commission (commission) finds it necessary to adopt ADM amendments to relating to donations to be codified under Title 43, Texas Administrative Code, Part 1.

8 January 30, The preamble and the adopted amendments, attached to this minute order as Exhibits A and B, are incorporated by reference as though set forth verbatim in this minute order, except that they are subject to technical corrections and revisions, approved by the general counsel, necessary for compliance with state or federal law or for acceptance by the Secretary of State for filing and publication in the Texas Register. IT IS THEREFORE ORDERED by the commission that the amendments to are adopted and are authorized for filling with the Office of Secretary of State. The executive director is directed to take the necessary steps to implement the actions as ordered in this minute order, pursuant to the requirements of the Administrative Procedure Act, Government Code, Chapter Note: Exhibits A and B are on file with the assistant chief clerk. (3) Chapter 12 - Public Donation and Participation Program (MO) Amendments to (Acknowledgment Program) Commissioner Vandergriff made a motion, which was seconded, and the commission approved the following minute order by a vote of 5-0. This item was presented by Maintenance Engineering Supervisor Andy Keith The Texas Transportation Commission (commission) finds it necessary to adopt MNT amendments to , relating to the acknowledgement program to be codified under Title 43, Texas Administrative Code, Part 1. The preamble and the adopted amendments, attached to this minute order as Exhibits A and B, are incorporated by reference as though set forth verbatim in this minute order, except that they are subject to technical corrections and revisions, approved by the general counsel, necessary for compliance with state or federal law or for acceptance by the Secretary of State for filing and publication in the Texas Register. IT IS THEREFORE ORDERED by the commission that the amendments to are adopted and are authorized for filing with the Office of Secretary of State. The executive director is directed to take the necessary steps to implement the actions as ordered in this minute order, pursuant to the requirements of the Administrative Procedure Act, Government Code, Chapter Note: Exhibits A and B are on file with the assistant chief clerk. (4) Chapter 27 - Toll Projects (MO) Amendments to 27.2, 27.4, and (Comprehensive Development Agreements); Amendments to and Repeal of (Transfer of Department Toll Projects and Conversion of Non-Toll State Highways) Commissioner Austin made a motion, which was seconded, and the commission approved the following minute order by a vote of 5-0. This item was presented by Strategic Projects Division Director Ed Pensock.

9 January 30, The Texas Transportation Commission (commission) finds it necessary to adopt SPD amendments to 27.2, 27.4, and 27.10, relating to comprehensive development agreements, and amendments to and the repeal of 27.14, relating to the transfer of department toll projects and conversion of non-toll state highways, to be codified under Title 43, Texas Administrative Code, Part 1. The preamble and the adopted amendments, attached to this minute order as Exhibits A - E, are incorporated by reference as though set forth verbatim in this minute order, except that they are subject to technical corrections and revisions, approved by the general counsel, necessary for compliance with state or federal law or for acceptance by the Secretary of State for filing and publication in the Texas Register. IT IS THEREFORE ORDERED by the commission that the amendments to 27.2, 27.4, 27.10, and the repeal of 27.14, are adopted and are authorized for filing with the Office of Secretary of State. The executive director is directed to take the necessary steps to implement the actions as ordered in this minute order, pursuant to the requirements of the Administrative Procedure Act, Government Code, Chapter Note: Exhibits A - E are on file with the assistant chief clerk. b. Proposed Adoption (1) Chapter 15 - Financing and Construction of Transportation Projects (MO) Amendments to and (Federal, State, and Local Participation) Commissioner Austin made a motion, which was seconded, and the commission approved the following minute order by a vote of 5-0. This item was presented by Deputy Executive Director John Barton The Texas Transportation Commission (commission) finds it necessary to CSO proposes amendments to 15.51, definitions, and 15.55, construction cost participation, to be codified under Title 43, Texas Administrative Code, Part 1. The preamble and the proposed amendments, attached to this minute order as Exhibits A and B, are incorporated by reference as though set forth verbatim in this minute order, except that they are subject to technical corrections and revisions, approved by the general counsel, necessary for compliance with state or federal law or for acceptance by the Secretary of State for filing and publication in the Texas Register. IT IS THEREFORE ORDERED by the commission that the amendments to and are proposed for adoption and are authorized for publication in the Texas Register for the purpose of receiving public comments. The executive director is directed to take the necessary steps to implement the actions as ordered in this minute order, pursuant to the requirements of the Administrative Procedure Act, Government Code, Chapter Note: Exhibits A and B are on file with the assistant chief clerk.

10 January 30, (2) Chapter 21 - Right of Way (MO) Amendments to , , , , , , , , , , , , , and (Regulation of Signs Along Interstate and Primary Highways); and , , , , , , , , , , , and (Control of Signs Along Rural Roads) Commissioner Moseley made a motion, which was seconded, and the commission approved the following minute order by a vote of 5-0. This item was presented by Right of Way Division Director John Campbell The Texas Transportation Commission (commission) finds it necessary to ROW propose amendments to , , , , , , , , , , , , , , , , , , , , , , , and , all relating to the regulation of signs along highways and roads, and to be codified under Title 43, Texas Administrative Code, Part 1. The preamble and the proposed amendments, attached to this minute order as Exhibits A - C, are incorporated by reference as though set forth verbatim in this minute order, except that they are subject to technical corrections and revisions, approved by the general counsel, necessary for compliance with state or federal law or for acceptance by the Secretary of State for filing and publication in the Texas Register. IT IS THEREFORE ORDERED by the commission that the amendments to , , , , , , , , , , , , , , , , , , , , , , , and are proposed for adoption and are authorized for publication in the Texas Register for the purpose of receiving public comments. The executive director is directed to take the necessary steps to implement the actions as ordered in this minute order, pursuant to the requirements of the Administrative Procedure Act, Government Code, Chapter Note: Exhibits A - C are on file with the assistant chief clerk.9 ITEM 9. Office of Compliance and Ethics Office of Compliance and Ethics Report This item was presented by the Chief Audit Executive Benito Ybarra.

11 January 30, ITEM 10. Design-Build Contracts Travis County - Authorize the department to issue a request for proposals for the development, design, and construction of the SH 71 Toll Lanes Project in Travis County, providing for the addition of toll lanes from Presidential Boulevard to just east of SH 130, along with the realignment of FM 973 from just south of the Colorado River to a point approximately 0.5 miles south of the current SH 71/FM 973 intersection; and approve a stipulated amount as payment for the work product of unsuccessful proposers (MO) Commissioner Austin made a motion, which was seconded, and the commission approved the following minute order by a vote of 5-0. This item was presented by Strategic Projects Division Director Ed Pensock Transportation Code, Chapter 223, Subchapter F, prescribes the process by SPD which the Texas Department of Transportation (department) may enter into a designbuild contract with a private entity that provides for the design, construction, expansion, extension, related capital maintenance, rehabilitation, alteration, or repair of a highway project. Transportation Code, authorizes the department to enter into, in each fiscal year, up to three design-build contracts for highway projects with estimated construction costs of $50 million or more. On October 31, 2013, by Minute Order , the Texas Transportation Commission (commission) authorized the department to issue a request for qualifications (RFQ) for the development, design, and construction of the SH 71 Toll Lanes Project that provides for the addition of toll lanes from Presidential Boulevard to just east of SH 130, along with the realignment of FM 973 from just south of the Colorado River to a point just south of the current SH71/FM 973 intersection in Travis County (SH 71 Toll Lanes Project). The department issued the RFQ on November 15, Ten proposer teams responded to the RFQ. On January 15, 2014, following the department s evaluation of those submissions, five teams were determined to be best qualified to be on the short list of proposer teams that will be requested to submit detailed proposals to develop, design, and construct the project. Transportation Code and 43 TAC 9.153(d) provide that, if authorized by the commission, the department will issue a request for proposals (RFP) from all private entities qualified for the short list. The department intends to issue an RFP for the SH 71 Toll Lanes Project and to request detailed proposals from the five short-listed teams to develop, design, and construct the project. Transportation Code (a) and 43 TAC 9.153(f) require the department to pay an unsuccessful private entity who submits a detailed proposal that is responsive to the requirements of the RFP a stipulated amount in exchange for the work product contained in the proposal. The stipulated amount must be stated in the RFP and may not exceed the value of any work product contained in the proposal that can, as determined by the department, be used by the department in the performance of its functions. Payment for this work product would allow the department to use the work product for the benefit of SH 71 Toll Lanes Project or other department projects without further payment to the unsuccessful proposer. Transportation Code (b) and

12 January 30, TAC 9.153(f) also require the department to pay a partial stipend in the event that a procurement is terminated before the execution of a design-build contract. IT IS THEREFORE ORDERED that the department is authorized to issue an RFP to develop, design, and construct the SH 71 Toll Lanes Project providing for the addition of toll lanes from Presidential Boulevard to just east of SH 130, along with the realignment of FM 973 from just south of the Colorado River to a point just south of the current SH71/FM 973 intersection in Travis County. IT IS FURTHER ORDERED that, after consideration of the criteria in 43 TAC 9.153(f), the department is authorized to pay each proposer that submits a responsive, but unsuccessful, proposal for the SH 71 Toll Lanes Project an amount based upon the value of the work product provided in the proposal that can, as determined by the department, be used by the department in the performance of its functions, up to a maximum amount per proposer of 0.25% of the successful proposer s price for all work under the design-build agreement. IT IS FURTHER ORDERED that in the event the procurement is terminated prior to the execution of the design-build agreement, and after consideration of the criteria in 43 TAC 9.153(f), the department is authorized to pay each proposer a partial stipend based upon the value of the work product that can, as determined by the department, be used by the department in the performance of its functions, up to a maximum amount per proposer of $125, IT IS FURTHER ORDERED that payment for work product may only be paid to the extent that the work product submitted meets the minimum criteria and the proposer satisfies the conditions for payment identified by the department in the SH 71 Toll Lanes Project procurement documents. ITEM 11. Toll Equity Loan Agreement Various Counties SH 99 (Grand Parkway) Toll Project Authorize any deputy executive director of the department to execute amendments to the toll equity loan agreement (TELA) for the Grand Parkway toll project between the department and the Grand Parkway Transportation Corporation (GPTC) (MO) Commissioner Moseley made a motion, which was seconded, and the commission approved the following minute order by a vote of 5-0. This item was presented by Innovative Finance and Debt Management Officer Benjamin Asher The Texas Department of Transportation (department) and the seven counties in DMO the Houston area in which SH 99 (Grand Parkway) is located have been proceeding with the development of the Grand Parkway from SH 146 in Galveston County to SH 146 in Chambers County. In Minute Order , dated March 29, 2012, the Texas Transportation Commission (commission) adopted a resolution creating the Grand Parkway Transportation Corporation (GPTC) pursuant to Title 43, Texas Administrative Code, 15.95, approving its certificate of formation and bylaws and appointing the initial directors. The commission adopted 43 TAC to establish procedures applicable to toll project corporations created under Transportation Code, Chapter 431 (chapter

13 January 30, ) in entering into contracts with or on behalf of the commission in connection with the funding and development of toll projects. GPTC is authorized to assist and act on behalf of the commission in the development, financing, design, construction, reconstruction, expansion, operation and/or maintenance of the Grand Parkway toll project in fulfillment of the purposes of chapter 431, including promoting and developing public transportation facilities and systems by new and alternative means, reducing burdens and demands on the limited funds available to the commission, and increasing the effectiveness and efficiency of the commission. In Minute Order , dated September 27, 2012, the commission granted final approval of a toll equity loan from the department to GPTC in an aggregate amount in nominal dollars not to exceed $9,600,000,000, and authorized the executive director of the department to enter into the toll equity loan agreement (TELA) with GPTC for the facilities costs associated with Segments D (from north of Kingsland Boulevard to north of Colonial Parkway in Harris County), E, F-1, F-2, and G of the Grand Parkway and the maintenance, operation, and major maintenance costs of Segment D in Harris County and Segments E, F-1, F-2 and G, and identified and permitted pre-development costs of other portions of the Grand Parkway. The department and GPTC entered into the TELA, dated July 17, 2013, in connection with the sale and issuance of GPTC s $2,920,074, Grand Parkway System Toll Revenue Bonds, Series 2013 (series 2013 bonds), of which $2,720,074, in aggregate principal amount is supported by the TELA. The amounts that can be borrowed by GPTC each year may not exceed certain annual limits, including the maximum available annual amount set forth in a schedule to the TELA and the maximum permitted amount defined in the TELA. The borrowed funds may be used by GPTC for debt service payments on the TELA-supported bonds of the Grand Parkway System and for certain budgeted operations and maintenance expenses and budgeted capital expenditures if toll revenue, money in certain reserve funds and accounts, and other revenue derived from the project are insufficient to make those payments. During the term of the TELA, the provisions of the agreement permit the TELA to be amended, subject to authorization by the commission, in order to adjust the maximum amount available annually for loans by the department to GPTC. Pursuant to Minute Order , dated December 19, 2013, the commission authorized the executive director to enter into an amendment modifying the maximum amount permitted to be borrowed under the TELA each year by GPTC. The executive director was authorized by that minute order to enter into the TELA amendment on behalf of the department. The interim executive director of the department also serves as president of GPTC and will be entering into the TELA amendment on behalf of GPTC. Therefore, other department representatives need to be authorized to enter into TELA amendments on behalf of the department. NOW, THEREFORE, IT IS ORDERED that any deputy executive director of the department is authorized to enter into authorized amendments to the toll equity loan agreement with the Grand Parkway Transportation Corporation for the Grand Parkway

14 January 30, project as described above, with such changes as the signing deputy executive director may approve. IT IS FURTHER ORDERED that any deputy executive director or his designee is authorized and directed to execute all ancillary agreements, instruments, and certificates necessary to effect the delivery of an authorized amendment to the toll equity loan agreement. ITEM 12. Finance a. State Highway Fund Revenue Bonds Approve an amended and restated Sixth Supplemental Resolution authorizing the issuance of new money and refunding obligations of the State Highway Fund in one or more series; approve documents relating to the issuance of such obligations and the refunding of certain outstanding State Highway Fund revenue bonds, including official statements, bond purchase contracts, and escrow agreements; designate certain department officials to take all action necessary to deliver the obligations; and approve an application to the Texas Bond Review Board for authority to issue such obligations (MO) Commissioner Austin made a motion, which was seconded, and the commission approved the following minute order by a vote of 5-0. This item was presented by Innovative Finance and Debt Management Officer Benjamin Asher Minute Order adopted by the Texas Transportation Commission DMO (commission) on March 29, 2012, authorized, among other matters, the execution and delivery of additional senior obligations (additional senior obligations) pursuant to the master resolution, as amended (master resolution), establishing a financing program for bonds, other public securities and credit agreements secured by and payable from revenue deposited to the credit of the State Highway Fund, as supplemented by the sixth supplemental resolution (original supplemental resolution) to the master resolution. Minute Order , adopted by the commission on January 31, 2013, amended and restated the original supplemental resolution (as amended and restated, supplemental resolution). Any terms not otherwise defined herein have the meanings given in Minute Order and the master resolution. The supplemental resolution authorizes the issuance of additional senior obligations, in one or more series, to fund state highway improvement projects (new money bonds) and to refund certain outstanding senior obligations (refunding bonds) and prescribes certain terms, provisions, and covenants related to the additional senior obligations, provided that the aggregate principal amount of new money bonds shall not exceed $1,400,667,126.36, which is not more than $1.5 billion of new money bonds issued in any fiscal year, and the aggregate principal amount of refunding bonds shall not exceed $1.7 billion, as reflected in the supplemental resolution. Government Code, provides that a state agency may not issue a state security, including a bond, unless the issuance is approved by the Texas Bond Review Board (board) or exempted from review by the board, and Texas Department of Transportation (department) staff is further reviewing whether any projects expected to

15 January 30, be financed through the issuance of taxable new money bonds may be eligible for taxexempt financing with an allocation of state volume cap through the board's private activity bond program. Section of the Treasury Regulations (26 C.F.R ) authorizes the commission to use the proceeds of bonds or other obligations, under the conditions set out in that section, to reimburse expenditures for a governmental purpose that are originally paid from another source, and the department expects to pay capital expenditures in connection with state highway improvement projects prior to the issuance of additional senior obligations to finance such projects. Under the supplemental resolution, the department representative, defined in the supplemental resolution to include the chief financial officer of the department, the innovative financing/debt management officer and the deputy director, innovative financing/debt management office, is authorized to determine the timing and method of sale for each series of additional senior obligations as well as the price and other terms of each series of additional senior obligations, as prescribed in each award certificate for the additional senior obligations, subject to section 302(b) of the supplemental resolution, which provides that the delegation to the department representative pursuant to the supplemental resolution shall cease to be effective on January 31, 2014, unless the commission shall act to extend such delegation. The commission has determined that it is in the best interest of the state to extend the expiration date for the delegation conferred by the supplemental resolution, as set forth in section 302(b) of the supplemental resolution, through and until January 31, The commission understands that an official statement in preliminary and final form (collectively, official statement) will be distributed in connection with the public offering and sale of each series of additional senior obligations, which official statement will include a description of the revenues deposited to the credit of the highway fund and other security and payment provisions related to the additional senior obligations. IT IS THEREFORE ORDERED by the commission that the delegation conferred by the supplemental resolution shall extend and continue in effect through and until January 31, 2015; and, subject to such changes to the form of supplemental resolution as the department representative shall deem necessary or appropriate to reflect such extension and continuation, the supplemental resolution in substantially the form presented with Minute Order is approved. IT IS FURTHER ORDERED by the commission that the chairman and the executive director or the interim executive director are authorized and directed to execute and deliver additional senior obligations, as provided by the supplemental resolution, and the department representative is authorized and directed to execute and deliver the supplemental resolution, each bond purchase contract, if applicable, paying agent/registrar agreement and escrow agreement (collectively, financing documents), in the form approved by the department representative or in substantially the form previously approved by the commission in connection with outstanding senior obligations, as applicable, with such changes as the department representative executing each such document may approve, including such changes as the department representative shall deem necessary or appropriate to reflect the extension and

16 January 30, continuation of the delegation contemplated by this order, such approval to be conclusively evidenced by execution of such financing document; and, the department representative is authorized and directed to take any and all actions necessary or appropriate to effect the delivery of the additional senior obligations in accordance with the terms and conditions of the financing documents. IT IS FURTHER ORDERED by the commission that the department representative is authorized and directed to execute and deliver any remarketing agreement, tender agent agreement, liquidity agreement or similar agreement necessary for any variable rate bonds (collectively, supporting documents), in the form approved by the department representative or in substantially the form previously approved by the commission in connection with outstanding senior obligations, as applicable, with such changes as the department representative executing each such document may approve, such approval to be conclusively evidenced by execution of such supporting document. IT IS FURTHER ORDERED by the commission that the department representative is authorized to direct the Comptroller of Public Accounts (comptroller) to withdraw amounts from the highway fund and forward such amounts as are necessary to permit the timely payment of obligations issued or incurred pursuant to the supplemental resolution or the cash defeasance or redemption of a portion of the outstanding senior obligations; and, the department representative is authorized to execute and deliver such management agreements or instructions as are deemed necessary or appropriate to evidence such direction and to provide for the management and administration of the highway fund and any other funds and accounts established and maintained in connection with or related to such obligations. IT IS FURTHER ORDERED by the commission that any other agreements or ancillary documents necessary or desirable in connection with the issuance of the additional senior obligations and the performance of the terms and conditions of any financing documents and the supporting documents are hereby approved; and, the department representative is authorized and directed to execute and deliver such documents. IT IS FURTHER ORDERED by the commission that the department representative is authorized and directed to file with the board an application for approval, exemption, or state volume cap, as applicable and necessary, in connection with the issuance of each series of additional senior obligations. IT IS FURTHER ORDERED by the commission that the department representative is delegated the authority to declare official intent on behalf of the commission and the department to reimburse capital expenditures in connection with state highway improvement projects from the proceeds of additional senior obligations in accordance with Section of the Treasury Regulations. IT IS FURTHER ORDERED by the commission that an official statement is approved for distribution in connection with the public offering and sale of each series of additional senior obligations in such form as a department representative may approve such approval to be conclusively evidenced by the execution of the official statement. The department representative is authorized to deem final the preliminary form of the official statement for any additional senior obligations for purposes of Rule

17 January 30, c2-12 of the Securities and Exchange Commission (rule) with such omissions as are permitted by the rule. IT IS FURTHER ORDERED by the commission that each member of the commission, each department representative and the general counsel are authorized and directed to perform all such acts and execute such documents, notices and other instruments, including execution of certifications to the underwriters or purchasers, any counterparties, the Attorney General, the comptroller, the board, and other parties, as may be necessary or desirable to carry out the intent and purposes of this order and other orders of the commission relating to the state highway fund revenue financing program, the financing documents, any supporting documents, and any credit agreements. b. Texas Mobility Fund Obligations Approve an amended and restated Ninth Supplemental Resolution authorizing the issuance of new money and refunding obligations of the Texas Mobility Fund in one or more series; approve documents relating to the issuance of such obligations and the refunding of certain outstanding Texas Mobility Fund revenue bonds, including official statements, purchase contracts, and escrow agreements; designate certain department officials to take all action necessary to deliver the bonds; and approve an application to the Texas Bond Review Board, if necessary, for authority to issue such obligations (MO) Commissioner Vandergriff made a motion, which was seconded, and the commission approved the following minute order by a vote of 5-0. This item was presented by Innovative Finance and Debt Management Officer Benjamin Asher Pursuant to Minute Order , dated May 4, 2005, the Texas Transportation DMO Commission (commission) approved a Master Resolution Establishing the Texas Transportation Commission Mobility Fund Revenue Financing Program, as subsequently amended by the First Amendment and Second Amendment (master resolution), to establish a revenue financing program (mobility fund revenue financing program) pursuant to which the commission may issue obligations including bonds, notes and other public securities and execute credit agreements secured by and payable from a pledge of and lien on all or part of the moneys in the Texas Mobility Fund (fund). Under such master resolution, the commission approved eight supplemental resolutions to the master resolution which authorized the issuance of eight series of Texas Transportation Commission State of Texas General Obligation Mobility Fund Bonds (i.e., Series 2005-A, Series 2005-B, Series 2006, Series 2006-A, Series 2006-B, Series 2007, Series 2008 and Taxable Series 2009A (Build America Bonds - Direct Payment), (collectively, the "outstanding parity debt"). Any terms not otherwise defined herein have the meaning given in the ninth supplement, as hereinafter defined. Section 49-k, Article III of the Texas Constitution (constitutional provision) and Transportation Code, Chapter 201, Subchapter M, and other applicable law, including Government Code, Chapters 1207 and 1371, authorize the commission to issue bonds and other obligations secured by all or part of the money in the fund to 1) pay all or part

18 January 30, of the costs of constructing, reconstructing, acquiring, and expanding State highways; 2) provide participation by the State in the payment of part of the costs of constructing and providing publicly owned toll roads and other public transportation projects; 3) create debt service accounts; 4) pay interest on obligations for a period of not longer than two years; 5) refund or cancel outstanding obligations; and 6) pay the commission s costs of issuance (collectively, projects) and staff of the Texas Department of Transportation (department) is reviewing all the outstanding parity debt for refunding and cash defeasance opportunities to achieve debt service savings and create additional capacity for the issuance of new money obligations. Transportation Code, Chapter 201, Subchapter M, provides that the commission may guarantee on behalf of the State the payment of any obligations and credit agreements secured by the fund by pledging the full faith and credit of the State to the payment of the obligations and credit agreements in the event the revenue and money dedicated to the fund and on deposit in the fund under the constitutional provision, are insufficient for that purpose. Transportation Code, provides that the commission may not issue obligations before the department has developed a strategic plan that outlines how the proceeds of obligations will be used and the benefit the State will derive from use of money in the fund and pursuant to Minute Order , dated September 30, 2004, the Texas Mobility Fund Strategic Plan as developed by the department was adopted and has not been amended. The commission has determined it to be in the best interest of the State and the fund to issue additional obligations, on parity with the previously issued outstanding parity debt, secured by revenues and money dedicated to the fund and on deposit in the fund under the constitutional provision and by a pledge of the full faith and credit of the State for additional projects including to refund all or part of the outstanding parity debt for debt service savings. The master resolution, together with the "Ninth Supplemental Resolution to the Master Resolution Establishing the Texas Transportation Commission Mobility Fund Revenue Financing Program" (ninth supplement), prescribes the terms, provisions and covenants related to the issuance of additional bonds in one or more series of State of Texas General Obligation Mobility Fund Obligations (obligations) with such title and series designation as set forth in the ninth supplement and any series of obligations may be issued for refunding purposes if the refunding results in any of the following: (i) provides a net present value debt service savings of not less than 3% of the outstanding parity debt refunded, (ii) provides long-term fixed rates for refunded variable rate bonds, (iii) other variable rate financing for refunded variable rate bonds, or (iv) any combination thereof. Government Code, provides that a State agency may not issue a State security, including a bond, unless the issuance is approved by the Texas Bond Review Board (board) or exempted under law, including by board rule, from review by the board and department staff is further reviewing whether any new money projects include private business use or other issues that may require the issuance of taxable bonds or obtaining State volume cap through application to the board's private activity bond program.