June 11 2008 Alamo RMA Board Packet

					                                         AGENDA

              ALAMO REGIONAL MOBILITY AUTHORITY
                 BOARD OF DIRECTORS MEETING
                     AND PUBLIC HEARING
                          VIA Metropolitan Transit Authority
                                 Community Center
                               1021 San Pedro Avenue
                                 San Antonio, Texas

                                       June 11, 2008
                                         12:00 PM

                                          PUBLIC COMMENT
Individuals may sign up to speak on any item shown below on the agenda. Individuals interested in
speaking must sign up to speak prior to the item being placed in consideration before the Board of
Directors. Speakers are allotted no more than 3 minutes to speak and time is not transferable between
speakers. Any comments, which do not address a specific agenda item, must be made during the Citizens’
Communications portion of the agenda, provided the individual has signed to speak prior to this period
starting.


     1) Call meeting to order.

     2) Approval of the Minutes of the Alamo RMA May 14, 2008 Board of Directors
        Meeting.

     3) Time certain item for 1 p.m. - Public Hearing on the proposed 281 North Design
        Build Comprehensive Development Agreement contract between the Alamo
        RMA and Cibolo Creek Infrastructure, Joint Venture

     4) Discussion and appropriate action on approval of the final terms of the 281
        North Design Build Comprehensive Development Agreement between the
        Alamo RMA and Cibolo Creek Infrastructure, Joint Venture (Terry Brechtel /
        Pat Irwin)
5) Discussion and appropriate action on approval of the terms of a financial
   assistance agreement with the Texas Department of Transportation for a grant of
   $19,800,000 (Terry Brechtel / Brian Cassidy)

6) Discussion and appropriate action on ratification of a request for a preliminary
   investment grade rating letter and related expenses from Moody’s Investor
   Service (Terry Brechtel / Milo Nitschke)

7) Discussion and appropriate action on an application for pass-through financing
   from the Texas Department of Transportation to provide a portion of the
   funding for the 281 North project (Terry Brechtel / Milo Nitschke)

8) Discussion and appropriate action on a request for $92,400,000 from Texas
   Mobility Funds, being the remainder of previously allocated public equity, to
   the Texas Department of Transportation for the 281 North project (Terry
   Brechtel / Milo Nitschke)

9) Discussion and appropriate action on selection of a co-senior manager for the
   Alamo RMA 2008 Toll Revenue Bond issuance (Terry Brechtel / Milo
   Nitschke)

10) Discussion and appropriate action on the financial statements for the period
    ending May 31, 2008. (Terry Brechtel/ Milo Nitschke)

11) Citizens’ Communications (citizens must sign the register to speak)

12) Presentation/briefing - Executive Director Report. (Terry Brechtel)

13) Executive Session - Pursuant to Chapter 551, Subchapter D, Texas Government
    Code

          At any time during the meeting of the Alamo RMA Board of Directors,
         the Board may meet in executive session for consultation concerning
         attorney-client matters (real estate, litigation, contracts, personnel, and
         security) under Chapter 551 of the Texas Government Code:

         A. Subsection 551.071(1). Consultation with Attorney – Consultation with, and
            advice from legal counsel concerning pending/contemplated litigation,
            including Aquifer Guardians in Urban Areas and Texans Uniting for Reform
            and Freedom v. United States Federal Highway Administration et. al,
            settlement offers and negotiations, and other legal issues.

         B. Section 551.074. Personnel Matters – Deliberation concerning the
            appointment, employment, reassignment, evaluation, duties, discipline,
            and/or dismissal of Executive Director and other personnel.
               C. Section 551.072. Deliberation Regarding Real Property - Discussion of
                  real property purchase, exchange, lease, license, gift, donation, and/or
                  negotiated settlement, including property to be acquired for right-of-
                  way.

     14) Adjournment


NOTES

Agenda item numbers are assigned for ease of reference only, and do not necessarily
reflect the order of their consideration by the Alamo RMA Board of Directors. Time
certain items may start after the time listed, but will, in no case, start prior to the time
listed on the official agenda for the meeting.

ALAMO REGIONAL MOBIITY AUTHORITY ACCESSIBILITY STATEMENT
FOR DISABLED PERSONS

This meeting site is accessible to disabled persons as follows: Entrance to TransGuide is
accessible through the main entrance at 3500 N.W. Loop 410. Parking spaces reserved
for the disabled are located at the main entrance. Persons with disabilities who plan to
attend this meeting and who may need auxiliary aids or services, such as interpreters for
persons who are deaf or hearing impaired, and readers of large print or Braille, are
requested to contact Joelle Sierra at (210) 495-5256 at least two working days prior to the
meeting so that appropriate arrangements can be made.

Presenters with audiovisual needs are requested to contact Joelle Sierra at (210) 495-
5256, at least two working days prior to the meeting.

Posted at the Bexar County Courthouse and the Alamo RMA Administrative Offices at
12:00 p.m., Thursday, June 5, 2008.
                                Alamo Regional Mobility Authority

                                  Meeting May 14, 2008, 2:00p.m.,
             in the 1st Floor Conference Room of Transguide, at 3500 N.W. Loop 410.


                                           Minutes
1. Call meeting to order. Chairman Thornton called the meeting to order at 2:00 p.m. All Board
   members with the exception of M.C. Rodriguez, who joined the Board during Executive Session,
   were present.

2. Approval of the Minutes of the March 12, 2008 Board of Directors meeting.

   B. Thompson made the motion to approve the minutes as presented. J. Reed seconded. Motion
   approved by a 7-0 vote.

3. Discussion and appropriate action on selection of the best value proposer for the 281 North
   Design/Build Comprehensive Development Agreement (CDA). T. Brechtel stated to the Board
   that the RMA had specific goals in mind to be met by the proposals, and that a fixed price and time
   certain delivery factored in determining the best value team. T. Brechtel went over the detailed
   proposal team makeup, including the equity and non-equity members of both teams. T. Brechtel
   then went over the roles and responsibilities of the reviewing individuals and the review
   committees.

   T. Brechtel went over the 281 North Toll Project Design Build CDA proposal Evaluation and Best
   Value Selection Recommendation. T. Brechtel outlined the decision before the Alamo RMA Board
   of Directors and the choice before them as flows; accepting staff recommendation and authorizing
   the finalization of a contract with the apparent best value proposer, revise the scope and ask for new
   proposal prices or cancel the procurement.

   The Design Build process was pursued to create competition in time, in price, and in technical
   approach to produce the overall best value for the Alamo RMA. That was measured by price,
   technical approach, schedule, and innovation and creative value. The proposals were evaluated
   under a blind price and technical score process. The Price Evaluation Committee and the Evaluation
   and Selection Recommendation Committee were not permitted to discuss the results from their
   respective reviews, with each other.

   Thirty percent of the total score to determine the Best Value Proposer came from the technical
   proposal. The technical review team only saw the technical aspects of the proposal and was not
   aware of the price component. Each proposal was judged as a stand alone submission and was not
   compared against the other proposal in determining point awards by the Evaluation and Selection
   Recommendation Committee or the Technical Advisory Committees. There were five major
   categories that the Evaluation and Selection Recommendation Committee and technical Advisory
   evaluated the proposals on. Those five categories were Project Management Plan, Development
   Plan, Community Outreach Plan, Value Added Concepts, and Alternative Proposal. Within those
   five categories there were 158 separate sub categories which were subjected to detailed analysis.




                                                                                                       1
   Upon receipt of the proposals, the price component was removed and a random identification letter
   (A and B) was assigned to each team to ensure the price review team did not know which team was
   submitting which price.

   Throughout the process TxDOT and FHWA were present to ensure compliance with their
   respective regulations.

   T. Brechtel went over each proposing teams’ technical score. Based on the Evaluation and
   Selection Recommendation Committee review, the Cibolo Creek Infrastructure Joint Venture was
   awarded a total technical score of 74.25 out of a possible 100 points. Based on the Evaluation and
   Selection Recommendation Committee, the Zachry Archer-Western team was awarded a total of
   68.68 points out of a possible 100 points. From the computation, as outlined in the request for
   detailed proposals, the highest technical score was then awarded a full 30 points toward the final
   score, while the second highest score was awarded a proportional score from of the 30 points.

   The price proposal value was made up of two key components, the first being the net present value
   price, and the second a schedule adjustment factor based on the commitment of the design build
   team to complete the project within a specified number of days. T. Brechtel went over the price
   proposal calculation and price proposal summary. Cibolo Creek Infrastructure submitted a
   guaranteed price of $330,469,406.09 and a guaranteed schedule of 2302 days substantial
   completion of phases one and two. Zachry submitted a guaranteed price of $392,887,219.00 and a
   guaranteed schedule of 2555 days substantial completion of phases one and two. The schedule
   differential resulted in approximately $4,700,000 being added to the price computation for the
   Zachry score. Cibolo Creek Infrastructure has a final price score of 70 and Zachry had a final price
   score of 58.67.

   When combined with the technical scores, Cibolo Creek Infrastructure had a final total proposal
   score of 100, and Zachry had a final total proposal score of 86.42.

   T. Brechtel stated that it was the Staff’s recommendation to the Board that the Board direct staff to
   finalize a contract with Cibolo Creek Infrastructure for a contract of $330,469,406.09 and to have
   the entire project complete in 2302 days after issuance of notice to proceed.

   Board members each expressed their belief that the selection of the best value proposal process was
   unbiased and conducted justly. They each congratulated Cibolo Creek Infrastructure for winning,
   and then thanked Zachry for their proposal. Board members spoke highly of Zachry’s past
   relationship with San Antonio and the community.

   R. Diaz made the motion to accept Staff’s recommendation to enter into a Design/Build
   Comprehensive Development Agreement with Cibolo Creek Infrastructure for the 281 North Toll
   project. H. Muñoz seconded the motion. Motion carried by a 7-0 vote.

   A copy of the power point presentation from this item is on file with the official minutes from this
   meeting.

   Chairman Thornton, R. Diaz, and H. Muñoz excused themselves from the meeting and Vice
   Chair M. C. Rodriguez presided for the next two items of the agenda.

4. Discussion and appropriate action on adoption of Right of Way Acquisition Process and
   Policy. T. Brechtel gave a brief overview of the Right of Way Acquisition Process and Policy to the


                                                                                                           2
   Board. T. Brechtel stated that additional right of way is needed in order to construct the 281 North
   project from Marshall Road to the Bexar / Comal County Line. The Right of Way Acquisition
   Process and Policy will provide guidance for the Alamo RMA staff, consultants, and the public of
   the steps and process the Alamo RMA will follow in securing necessary right of way on this
   corridor, as well as with future projects.

   J. Reed stated that this policy ties into the RMA’s public involvement because if any one has a
   question about how the process works, they can be given a copy of the policies manual since it
   details the process that will be taken in regards to right of way acquisition and condemnation.

   J. Reed made the motion to adopt the Right of Way Acquisition Process and Policy as presented to
   the Board. R. Thompson seconded. Motion carried by a 4-0 vote. Chairman Thornton, R. Diaz, and
   H. Muñoz were not present on this item.

5. Discussion and appropriate action on the financial statements for the periods ending March
   31, 2008 and April 30, 2008. C. Conner presented the financial statements for period ending April
   30, 2008 and informed the Board the March 31, 2008 financial statements were included in their
   packet for review and any questions. She reviewed the balance sheet, described the assets,
   liabilities, and fund equity; the statement of revenue, expenses, and changes in fund deficit,
   explained the monies allocated for each column, and the statement of cash flow.

   R. Thompson made the motion to accept the financial statements as presented. J. Jenkins seconded.
   Motion carried by a 4-0 vote. Chairman Thornton, R. Diaz, and H. Muñoz were not present on this
   item.

6. Citizens to speak. Chairman Thornton and R. Diaz returned to the dais prior to this item being
   considered. No citizens signed up to speak.

7. Presentation/briefing - Executive Director Report. T. Brechtel went over the GEC report for the
   month of April and the Board calendars for May through July.

8. Executive Session. Chairman Thornton adjourned the meeting at 2:03 p.m. for an Executive
   Session. Chairman Thornton stated that Pursuant to Chapter 551, Subchapter D, Subsection
   551.071(1) of the Texas Government Code, the Board would be meeting in Executive Session to
   Consult with Attorney concerning pending/contemplated litigation on the 281 North Toll project.

   Chairman Thornton reconvened the meeting at 2:34 p.m. Chairman Thornton stated that no action
   was taken by the Board.

   There being no further business to come before the board, Chairman Thornton adjourned the
   meeting at 3:35 p.m.

   APPROVED:


   _________________________________________
   DR. WILLIAM E. THORNTON, CHAIRMAN

       DATE ADOPTED:        6/11/2008




                                                                                                      3
   I hereby certify that the above foregoing pages constitute the full, true, and correct minutes of all
   the proceedings and official records of the Alamo Regional Mobility Authority at its meeting on
   May 14, 2008.


ATTEST: __________________________
        REYNALDO L. DIAZ, JR
        SECRETARY/TREASURER




                                                                                                           4
                                                         Board Memorandum

                          To: Alamo Board of Directors

                          From: Terry M. Brechtel, Executive Director

                          Copies: File
BOARD OF DIRECTORS
                          Date: June 4, 2008
DR. WILLIAM E. THORNTON
CHAIRMAN
                          Agenda Item: 3 Time Certain 1 p.m. Public Hearing on the 281 North
M. CRISTINA RODRIGUEZ
VICE-CHAIR                Project Contract
REYNALDO L. DIAZ, JR.
                          Under the provisions of Senate Bill 792 (80th Regular Session of the Texas Legislature),
SECRETARY/TREASURER
                          the Alamo RMA is required to publish notice of, and provide for a public hearing on
JESSE F. JENKINS, P.E.    all toll construction contracts larger than $300,000. In accordance with the
                          requirements of state law, the Alamo RMA has published the public notice, attached
HENRY R. MUNOZ, III
                          for your reference, in the San Antonio Express-News and La Presna on June 1, 2008
JAMES R. REED             and June 7, 2008. The notice was also published in the Daily Commercial Recorder on
                          June 2 and June 9, 2008.
ROBERT S. THOMPSON
                          The public hearing will include a formal presentation of the contract information,
TERRY M. BRECHTEL         projected financing details, including the estimated total amount of debt upon
EXECUTIVE DIRECTOR        repayment of all bonds and debt instruments, the initial toll rates, and the escalation
                          methodology for the rates.

                          The contract, as prepared for execution, has been posted on the Alamo RMA website
                          since Wednesday, June 4, 2008, including Exhibit A, B, C and O.

                          At the conclusion of the presentation, the Alamo RMA will be taking public
                          comments as part of the public hearing. All comments will be responded to, in
                          writing, on the Alamo RMA website, www.AlamoRMA.org, on July 1, 2008.

                          In order to conduct the public hearing, it will be necessary for the Board to finish any
                          actions on the current item, and start the public hearing at or immediately after 1
                          p.m.




                                                       Alamo Regional Mobility Authority
                                                16500 San Pedro, Ste 350 San Antonio, Texas 78232
                                                       (210) 495-5256 (210) 495-5403 Fax
                                                              www.AlamoRMA.org
           Notice of Public Hearing for 281 North Toll Construction Contract

The Alamo Regional Mobility Authority (Alamo RMA) hereby provides notice of its
intent to enter into a design build construction contract with Cibolo Creek Infrastructure
Joint Venture, for the design and construction of the 281 North toll and non toll lanes,
located within Bexar County, Texas, starting at Loop 1604 and proceeding approximately
7.9 miles north to the Bexar/Comal County Line. Upon completion the Alamo RMA will
transfer ownership of the lanes and right of way for the non toll portions to the Texas
Department of Transportation and will retain ownership of the tolled lanes.

In accordance with Section 371.151 of the Texas Transportation Code, the Alamo RMA
is required to publish certain information pertaining to the proposed contract and
financing being undertaken to fund this project. That information is as follows:

The Alamo RMA anticipates issuing approximately $330 million of toll revenue bonds
and $141.5 million in other debt instruments to pay for the design, construction,
operations and maintenance of the 281 North project.

The Alamo RMA anticipates, based on financial projections, the amount of interest over
the 40 year life of the bonded debt will be approximately $864 million.

The accumulated debt will be repaid based on toll revenues and associated fees from
users of the 281 North toll lanes. The debt will be subject to a maturity schedule with a
maximum defeasance period of 40 years.

Whether tolls will be continued after all debt has been repaid will be up to a future Board
of Directors of the Alamo RMA. However, at this time, it is assumed that toll collection
will be continued after all debt has been repaid in order to pay for the continuing
maintenance and operations expenses of the roadway.

The toll rates for the 281 North project have been established by the Alamo RMA Board
of Directors and were approved by the San Antonio-Bexar County MPO. The rates were
established based on financial requirements, general consistency with other toll projects
in the state, and the market valuation process required by Section 228.0111 of the Texas
Transportation Code. The Alamo RMA Board has adopted a policy to increase annual
toll rates at 2.75% through 2022 and at 3.00% annually thereafter or at the Consumer
Price Index, whichever is greater.

Those patrons utilizing electronic toll collection transponders on 281 North, will, upon
initial collection for the 2-3 axle vehicle rate, pay $0.17 per mile in 2012, for through
travel. Those patrons utilizing electronic toll collection transponders will, upon initial
collection for the 4 or more axle vehicles, pay $0.46 per mile, in 2012, for through travel.

In 2048, the toll rate for a 2-3 axle vehicle on 281 North is anticipated to be $0.48 per
mile. For a 4 or more axle vehicle, the 2048 rate is assumed to be $1.30 per mile. All
amounts specified are reflected in 2008 real dollars, adjusted by the minimum rates
established in the prior paragraphs.

The Alamo RMA is developing the 281 North project under a design build
comprehensive development agreement. There will be no concessionaire involved in the
281 North project, and as such, there will be no project concession payments received by
the Alamo RMA, nor will there be a termination for convenience provision. The Alamo
RMA anticipates agreeing, in connection with its bond financing, that it will not fund or
support competing facilities unless required for safety reasons or to preserve non tolled
facilities, the Alamo RMA as issuer of bond debt, can not prohibit or limit the ability of
any other governmental entity to construct new facilities or to expand existing facilities.

The Alamo RMA will be holding a public hearing, in conjunction with a meeting of the
Alamo RMA Board of Directors, on Wednesday, June 11, 2008 at the VIA Metropolitan
Transit Center, 1021 San Pedro, San Antonio, Texas, in the Community Room, starting at
12 p.m. The public hearing will be a time certain agenda item to begin on or about 1 p.m.
Citizens wishing to speak on this item need to sign the register to speak starting at 12
p.m., the day of the public hearing, and may continue to sign up until the start of the
public hearing. Interpretation services will be available upon request by calling
210.495.5256 no less than two business days prior to the public hearing.

All comments from the public hearing, both written and oral, will be responded to by July
1, 2008 , via the posting of written responses on the Alamo RMA website,
www.AlamoRMA.org

Comments will be accepted until Wednesday, June 18, 2008 at 5 p.m. Comments may be
faxed to 210.495.5403, emailed to 281Toll@AlamoRMA.org or submitted by mail to:

281 North Project
Attention: Project Director
Alamo Regional Mobility Authority
16500 San Pedro, Ste 350
San Antonio, Texas 78232

For more information about the 281 North project, or the Alamo RMA, please visit
www.AlamoRMA.org, email 281Toll@AlamoRMA.org or call 210.495.5256.
                                                        Board Memorandum

                          To: Alamo Board of Directors
                          From: Patrick L. Irwin, P.E.
                          Thru: Terry M. Brechtel, Executive Director
                          Copies: File

BOARD OF DIRECTORS        Date: June 4, 2008
DR. WILLIAM E. THORNTON
CHAIRMAN                  Agenda Item: 4 Discussion and appropriate action on the final terms of
                          the 281 North Design Build Comprehensive Development Agreement
M. CRISTINA RODRIGUEZ
VICE-CHAIR                between the Alamo RMA and Cibolo Creek Infrastructure, Joint
                          Venture
REYNALDO L. DIAZ, JR.
SECRETARY/TREASURER
                          In accordance with Board direction at the May 14, 2008 meeting, the Alamo RMA has
JESSE F. JENKINS, P.E.    finalized the terms of the contract with Cibolo Creek Infrastructure, Joint Venture,
                          for design build services for the 281 North project.
HENRY R. MUNOZ, III

JAMES R. REED             Key among the terms in the contract are:
                              1. Guaranteed Maximum Price: (section 13) $328,469,406
ROBERT S. THOMPSON
                                 • Proposal Price Used in Best Value Selection: $330,469,406
                                 • Alternate Design, reduced price by $2,000,000
TERRY M. BRECHTEL
EXECUTIVE DIRECTOR            2.   Guaranteed Schedule: (Section 5)
                                   • Interim Milestone: 977 days after NTP (approx 2 years 8 months)
                                   • Substantial Completion: 1325 days after NTP (approx 3 years 7 months)
                                   • Liquidated Damages: $10,000/day interim milestone, $20,000/day substantial
                                      completion
                                   • Early completion incentives: $10,000/day to max of $1,000,0000 for both Interim
                                      and $20,000/day for Substantial Completion of the 281 North Project

                              3.   DBE requirements: (Section 8)
                                   • DBE requirement: 11.1% for both design and construction
                                          a. Minimum DBE design allocation: $4.6 Million

                          A detailed breakdown of the full terms included in the contract is attached for your
                          information and review. Staff recommendation is for approval of this contract, as outlined.


                                                      Alamo Regional Mobility Authority
                                               16500 San Pedro, Ste 350 San Antonio, Texas 78232
                                                      (210) 495-5256 (210) 495-5403 Fax
                                                             www.AlamoRMA.org
                             SUMMARY OF TERMS AND CONDITIONS
                                   281 NORTH PROJECT
                                    DESIGN/BUILD CDA

    1. Guaranteed Maximum Price: (section 13) $328,469,406
       • Proposal Price Used in Best Value Selection: $330,469,406
       • Alternate Design, reduced price by $2,000,000
       • Maximum payment curve (Exhibit G): CCI will not be paid more than the amount
         shown on payment curve
       • Draw will be based on actual progress based on detailed reviews
       • 5% retainage held from all payments until interim and substantial completion
       • If NTP is not issued by October 16, 2008 (210 days after proposal date), price
         adjustment will be calculated based on Engineering News Record Construction Cost
         Index
       • If NTP is not issued by March 20, 2009 (365 days), contract can be renegotiated or
         terminated

    2. Guaranteed Schedule: (Section 5)
       • Interim Milestone: 977 days after NTP (approx 2 years 8 months)
       • Substantial Completion: 1325 days after NTP (approx 3 years 7 months)
       • Liquidated Damages: $10,000/day interim milestone, $20,000/day substantial
         completion
       • Early completion incentives: $10,000/day to max of $1,000,0000 for both Interim
         and Substantial Completion

    3. Change Orders: (Section 14)
       • Change orders allowed for only:
            a. Alamo RMA directed change
            b. Alamo RMA caused delay (Change Orders are only allowed if the Critical
               Path is adversely affected by the delay and the Design/Builder cannot work
               around the issue or area of impact)
            c. Force Majeure Events
            d. Differing Site conditions

    4. Disputes: (Section 25)
       • Partnering meetings and lower level issue resolution will be implemented
       • Disputes Review Board for formal disputes
             a. One member selected by Alamo RMA
             b. One member selected by CCI
             c. One member selected by other two members

    5. Bonds, Insurance, Warrantees: (Section 9 ,10, 12)
       • Bonds
             a. Proposal Bond: $20,000,000
             b. At NTP Performance Bond: $250,000,000
             c. At NTP Payment Bond: $250,000,000


AUSTIN: 0053423.00002: 375821v1
          d. At Final Acceptance Warranty Bond: $20,000,000
   •   Insurance:
          a. Commercial General Liability: $2,000,000 occurrence/ $4,000,000 annual
          b. Umbrella: $30,000,000
          c. Workers Comp: $2,000,000 per accident
          d. Business Automobile Liability Insurance: $2,000,000
          e. Professional Liability Insurance: $10,000,000
          f. Pollution Liability Insurance: $10,000,000
          g. Builder’s Risk: $200,000,000

   •   Warrantees:
         a. One year after Final Acceptance on all items

6. DBE requirements: (Section 8)
   • DBE requirement: 11.1% for both design and construction
         a. Minimum DBE design allocation: $4.6 Million

7. Alamo RMA responsibilities:
   • ROW Acquisition
         a. Cost of all schematic ROW acquisition efforts, condemnation proceedings,
             and purchase
         b. Possession and Use within 365 days of NTP or schedule extension may be
             allowed
   • Utility Costs
         a. CCI responsible for coordination and agreements
         b. Alamo RMA pays cost of design and construction directly to the utility
   • Hazardous Materials
         a. If CCI identifies existing hazardous materials, Alamo RMA has 14 days to
             remove the materials through a third party remediation contractor (Change
             Orders to extend schedule will be allowed only if the Critical Path is adversely
             affected and Design/Builder cannot work around the area)

   •   Oversight/ Quality Acceptance/ Draw Approval
          a. Alamo RMA is responsible to satisfy FHWA Quality Assurance requirements
              through sufficient design and construction oversight, verification testing,
              independent assurance certifications, and quarterly and annual reporting.
          b. Alamo RMA will have a detailed process for certifying monthly draw requests
              to assure payments are accurate.




                                           -2-
                GENERAL MEETING OF THE BOARD OF DIRECTORS
                                 OF THE
                   ALAMO REGIONAL MOBILITY AUTHORITY

                                  RESOLUTION NO. 08-15

WHEREAS, the Alamo Regional Mobility Authority (“Alamo RMA”) was created pursuant to
the request of Bexar County and in accordance with provisions of the Transportation Code and
the petition and approval process established in 43 Tex. Admin. Code § 26.01, et. seq. (the
“RMA Rules”); and

WHEREAS, the Board of Directors of the Alamo RMA has been constituted in accordance with
the Transportation Code and the RMA Rules; and

WHEREAS, in Minute Order No. 110964 the Texas Transportation Commission identified US
281 from Loop 1604 to the Bexar County line (the “281 North Toll Project”) as a candidate for
development as a toll project pursuant to Senate Bill 792 (“SB 792”) enacted by the 80th Texas
Legislature; and

WHEREAS, in Resolution No. 07-09, the Board of Directors expressed its intent that the Alamo
RMA develop the 281 North Toll Project following the completion of the market valuation
process required under SB 792; and

WHEREAS, on or about October 15, 2007 the Alamo RMA and the TxDOT-San Antonio
District completed the market valuation; and

WHEREAS, on December 3, 2007, the business terms agreed to in the market valuation were
approved by the San Antonio-Bexar County Metropolitan Planning Organization as required by
Section 228.0111(g) of the Transportation Code; and

WHEREAS, on December 4, 2007, in Resolution No. 07-29, the Board of Directors of the
Alamo RMA exercised its option to develop the 281 North Toll Project in accordance with
Section 228.0111(g) of the Transportation Code; and

WHEREAS, Chapter 370 of the Texas Transportation Code authorizes regional mobility
authorities to develop projects through use of comprehensive development agreements
(“CDAs”); and

WHEREAS, in Resolution No. 07-19, the Alamo RMA Board of Directors authorized the
initiation of the CDA process and directed its staff to issue a request for qualifications (“RFQ”)
to solicit proposals for the development of the 281 North Toll Project through a design/build
CDA; and

WHEREAS, staff issued the RFQ on September 18, 2007, with a response deadline of October
19, 2007; and
WHEREAS, Alamo RMA staff, with the assistance of its consultants, assessed the responses to
the RFQ based on the criteria identified in the RFQ and recommended that all three responding
teams should be included on the short-list to further participate in the development and
procurement process and to receive a request for detailed proposals (“RFDP”) as set forth in §
9.6 of the Alamo RMA Procurement Policies; and

WHEREAS, in Resolution No. 07-28, the Alamo RMA Board of Directors authorized its staff to
issue a RFDP for the development of the 281 North Toll Project; and

WHEREAS, based on the evaluation of the RFDP responses, the Alamo RMA Executive
Director recommended to the Board that the proposal received from Cibolo Creek Infrastructure,
Joint Venture (“Cibolo Creek”) was the proposal that provided the best value to the Alamo
RMA; and

WHEREAS, in Resolution No. 08-13, the Board of Directors of the Alamo RMA approved of
the selection of Cibolo Creek as the team presenting the best value proposal to the Alamo RMA
for the development of the 281 North Toll Project and directed staff to negotiate a design/build
CDA for the development of the 281 North Toll Project with Cibolo Creek and to present the
design/build CDA to the full Board for approval; and

WHEREAS, staff has negotiated the final terms of the design/build CDA between the Alamo
RMA and Cibolo Creek, and those terms are attached hereto as Attachment “A”.

NOW THEREFORE, BE IT RESOLVED, that the Board of Directors approves the final terms
of the 281 North Toll Project design/build CDA between the Alamo RMA and Cibolo Creek,
attached hereto as Attachment “A”; and

BE IT FURTHER RESOLVED, that the Executive Director is authorized to execute a
design/build CDA with Cibolo Creek incorporating the terms attached hereto as Attachment “A”;

Adopted by the Board of Directors of the Alamo Regional Mobility Authority on the 11th day of
June, 2008.

Submitted and reviewed by:                                 Approved:

____________________________                               ____________________________
Terry M. Brechtel                                          William E. Thornton
Executive Director for the Alamo                           Chairman, Board of Directors
Regional Mobility Authority                                Resolution Number 08-15
                                                           Date Passed 06/11/08
                                     ATTACHMENT A
                                   To Resolution No. 08-15

                       SUMMARY OF TERMS AND CONDITIONS
                             281 NORTH PROJECT
                              DESIGN/BUILD CDA

1. Guaranteed Maximum Price: (section 13) $328,469,406
      • Proposal Price Used in Best Value Selection: $330,469,406
      • Alternate Design, reduced price by $2,000,000
      • Maximum payment curve (Exhibit G): CCI will not be paid more than the amount
      shown on payment curve
      • Draw will be based on actual progress based on detailed reviews
      • 5% retainage held from all payments until interim and substantial completion
      • If NTP is not issued by October 16, 2008 (210 days after proposal date), price
      adjustment will be calculated based on Engineering News Record Construction Cost
      Index
      • If NTP is not issued by March 20, 2009 (365 days), contract can be renegotiated or
      Terminated

2. Guaranteed Schedule: (Section 5)
      • Interim Milestone: 977 days after NTP (approx 2 years 8 months)
      • Substantial Completion: 1325 days after NTP (approx 3 years 7 months)
      • Liquidated Damages: $10,000/day interim milestone, $20,000/day substantial
      completion
      • Early completion incentives: $10,000/day to max of $1,000,0000 for both Interim
      and Substantial Completion

3. Change Orders: (Section 14)
      • Change orders allowed for only:
             a. Alamo RMA directed change
             b. Alamo RMA caused delay (Change Orders are only allowed if the Critical
             Path is adversely affected by the delay and the Design/Builder cannot work
             around the issue or area of impact)
             c. Force Majeure Events
             d. Differing Site conditions

4. Disputes: (Section 25)
       • Partnering meetings and lower level issue resolution will be implemented
       • Disputes Review Board for formal disputes
               a. One member selected by Alamo RMA
               b. One member selected by CCI
               c. One member selected by other two members


5. Bonds, Insurance, Warrantees: (Section 9 ,10, 12)
• Bonds
      a. Proposal Bond: $20,000,000
      b. At NTP Performance Bond: $250,000,000
      c. At NTP Payment Bond: $250,000,000
      d. At Final Acceptance Warranty Bond: $20,000,000

• Insurance:
       a. Commercial General Liability: $2,000,000 occurrence/ $4,000,000 annual
       b. Umbrella: $30,000,000
       c. Workers Comp: $2,000,000 per accident
       d. Business Automobile Liability Insurance: $2,000,000
       e. Professional Liability Insurance: $10,000,000
       f. Pollution Liability Insurance: $10,000,000
       g. Builder’s Risk: $200,000,000

• Warrantees:
      a. One year after Final Acceptance on all items

6. DBE requirements: (Section 8)
      • DBE requirement: 11.1% for both design and construction
      a. Minimum DBE design allocation: $4.6 Million

7. Alamo RMA responsibilities:
       • ROW Acquisition
                a. Cost of all schematic ROW acquisition efforts, condemnation proceedings,
                and purchase
                b. Possession and Use within 365 days of NTP or schedule extension may be
                allowed
       • Utility Costs
                a. CCI responsible for coordination and agreements
                b. Alamo RMA pays cost of design and construction directly to the utility
       • Hazardous Materials
                a. If CCI identifies existing hazardous materials, Alamo RMA has 14 days to
                remove the materials through a third party remediation contractor (Change
                Orders to extend schedule will be allowed only if the Critical Path is adversely
                affected and Design/Builder cannot work around the area)
       • Oversight/ Quality Acceptance/ Draw Approval
                a. Alamo RMA is responsible to satisfy FHWA Quality Assurance requirements
                through sufficient design and construction oversight, verification testing,
                independent assurance certifications, and quarterly and annual reporting.
                b. Alamo RMA will have a detailed process for certifying monthly draw requests
                to assure payments are accurate.
                                                         Board Memorandum

                          To: Alamo Board of Directors

                          From: Terry M. Brechtel, Executive Director

                          Copies: File
BOARD OF DIRECTORS
                          Date: June 4, 2008
DR. WILLIAM E. THORNTON
CHAIRMAN
                          Agenda Item: 5 Discussion and appropriate action on terms of the
M. CRISTINA RODRIGUEZ
VICE-CHAIR                financial assistance agreement with the Texas Department of
                          Transportation for a grant of $19,800,000
REYNALDO L. DIAZ, JR.
SECRETARY/TREASURER
                          On May 29, 2008, the Texas Transportation Commission approved a minute order
JESSE F. JENKINS, P.E.    authorizing a grant of $19,800,000 to the Alamo RMA for use on the 281 North
                          project.
HENRY R. MUNOZ, III

JAMES R. REED             In order to execute the terms of the financial assistance agreement, the Board needs to
                          authorize the Executive Director to sign and execute the agreement for the grant.
ROBERT S. THOMPSON
                          Prior Board actions on this item have formally requested the grant, and allowed for
                          negotiation of the terms but did not authorize acceptance of the funding without
TERRY M. BRECHTEL         additional Board action to approve the amount and terms.
EXECUTIVE DIRECTOR
                          Staff recommendation is for acceptance of the financial assistance agreement to allow
                          utilization of the $19,800,000 grant.




                                                       Alamo Regional Mobility Authority
                                                16500 San Pedro, Ste 350 San Antonio, Texas 78232
                                                       (210) 495-5256 (210) 495-5403 Fax
                                                              www.AlamoRMA.org
                GENERAL MEETING OF THE BOARD OF DIRECTORS
                                 OF THE
                   ALAMO REGIONAL MOBILITY AUTHORITY

                                  RESOLUTION NO. 08-16

WHEREAS, the Alamo Regional Mobility Authority (“Alamo RMA”) was created pursuant to
the request of Bexar County and in accordance with provisions of the Transportation Code and
the petition and approval process established in 43 Tex. Admin. Code § 26.01, et. seq. (the
“RMA Rules”); and

WHEREAS, the Board of Directors of the Alamo RMA has been constituted in accordance with
the Transportation Code and the RMA Rules; and

WHEREAS, the 281 North Project was identified as one of the Alamo RMA’s initial projects in
the petition to form the Alamo RMA; and

WHEREAS, on February 28, 2008, the Commission approved Minute Order No. 111257
authorizing the removal from the state highway system and transfer to the Alamo RMA of the
portion of US 281 comprising the roadway and associated right of way from Loop 1604 to the
Bexar/Comal county line, subject to the approval of the Governor; and

WHEREAS, on March 19, 2008, the Governor approved the transfer to the Alamo RMA of the
portion of US 281 comprising the roadway and associated right of way from Loop 1604 to the
Bexar/Comal County line; and

WHEREAS, on December 3, 2007, the San Antonio-Bexar County Metropolitan Planning
Organization approved the use of up to $112,220,000 in Texas Mobility Funds allocated to the
region for future use on the 281 North Toll Project; and

WHEREAS, pursuant to Chapter 370 of the Texas Transportation Code and the rules appearing
in 43 Tex. Admin. Code § 27.50 et. seq. (the “Toll Equity Rules”), a regional mobility authority
may submit to TxDOT a request for financial assistance to be used in connection with the
development, construction, operation, and maintenance of turnpike projects; and

WHEREAS, in accordance with Section 27.53 of the Toll Equity Rules, the Alamo RMA
submitted a request to TxDOT for $112,220,000 in Texas Mobility Funds to fund the 281 North
Project from Loop 1604 to the Bexar/Comal County line; and

WHEREAS, on March 27, 2008 and May 29, 2008, the Texas Transportation Commission
(“Commission”) gave preliminary and final approval to the award by TxDOT of financial
assistance, in the form of a grant, in an amount of $19.8 million to be used to fund costs of
preliminary engineering, right-of-way acquisition, and other related project costs for the 281
North Toll Project; and
WHEREAS, Alamo RMA staff and TxDOT staff have negotiated the terms of the grant of
financial assistance in the amount of $19.8 million, and those terms are reflected in the form of
Financial Assistance Agreement attached hereto as Attachment “A”.

NOW THEREFORE, BE IT RESOLVED, that the Alamo RMA Board of Directors hereby
approves entry into a Financial Assistance Agreement with TxDOT in the form or substantially
the same form as is attached hereto as Attachment “A”; and

BE IT FURTHER RESOLVED, that the Executive Director is authorized to execute such
agreement on behalf of the Alamo RMA.

Adopted by the Board of Directors of the Alamo Regional Mobility Authority on the 11th day of
June, 2008.

Submitted and reviewed by:                                 Approved:

____________________________                               ____________________________
Terry M. Brechtel                                          William E. Thornton
Executive Director for the Alamo                           Chairman, Board of Directors
Regional Mobility Authority                                Resolution Number 08-16
                                                           Date Passed 06/11/08
                                                         Board Memorandum

                          To: Alamo Board of Directors
                          From: Milo Nitschke
                          Thru: Terry M. Brechtel, Executive Director

                          Copies: File
BOARD OF DIRECTORS
                          Date: June 4, 2008
DR. WILLIAM E. THORNTON
CHAIRMAN
                          Agenda Item: 6 Discussion and appropriate action on ratification a
M. CRISTINA RODRIGUEZ
VICE-CHAIR                request for a preliminary investment grade rating letter and related
                          expenses from Moody’s Investor Services
REYNALDO L. DIAZ, JR.
SECRETARY/TREASURER
                          As part of the required application for the Transportation Infrastructure Finance and
JESSE F. JENKINS, P.E.    Innovation Act (TIFIA) process, the Alamo RMA must secure an indicative letter
                          from a rating agency certifying that the bonds to be issued would be, in the agency’s
HENRY R. MUNOZ, III
                          judgment, able to obtain a minimum investment grade rating.
JAMES R. REED
                          The Alamo RMA has approached Moody’s Investor Services to provide this letter.
ROBERT S. THOMPSON

                          This action would ratify the expenditure of approximately $65,000 for Moody’s to
TERRY M. BRECHTEL         review the financial plan of the Alamo RMA and provide the initial indicative letter
EXECUTIVE DIRECTOR        of investment grade standing, which will then allow for the TIFIA application to be
                          processed.

                          Staff recommends approval of this action.




                                                       Alamo Regional Mobility Authority
                                                16500 San Pedro, Ste 350 San Antonio, Texas 78232
                                                       (210) 495-5256 (210) 495-5403 Fax
                                                              www.AlamoRMA.org
                 GENERAL MEETING OF THE BOARD OF DIRECTORS
                                  OF THE
                    ALAMO REGIONAL MOBILITY AUTHORITY

                                   RESOLUTION NO. 08-17

WHEREAS, the Alamo Regional Mobility Authority (“Alamo RMA”) was created pursuant to
the request of Bexar County and in accordance with provisions of the Transportation Code and
the petition and approval process established in 46 Tex. Admin. Code § 26.01, et. seq. (the
“RMA Rules”); and

WHEREAS, the Board of Directors of the Alamo RMA has been constituted in accordance with
the Transportation Code and the RMA Rules; and

WHEREAS, the 281 North Project was identified as one of the Alamo RMA’s initial projects in
the petition to form the Alamo RMA; and

WHEREAS, on December 4, 2007, in Resolution No. 07-29, the Board of Directors of the
Alamo RMA exercised its option to develop the 281 North Toll Project in accordance with
Section 228.0111(g) of the Transportation Code; and

WHEREAS, the Alamo RMA is currently pursuing the development of the 281 North Toll
Project through a design/build comprehensive development agreement (“CDA”); and

WHEREAS, the Transportation Infrastructure Finance and Innovation Act of 1998 (“TIFIA”)
established a federal credit program under which the U.S. Department of Transportation’s
Federal Highway Administration (“FHWA”) may provide federal credit assistance, including
loans and lines of credit, to major transportation investments of critical or national significance;
and

WHEREAS, the TIFIA program is a potential source of needed funding for the 281 North Toll
Project; and

WHEREAS, in Resolution No. 08-10, the Board of Directors of the Alamo RMA hereby
authorized its staff to submit a TIFIA loan application to the FHWA for the 281 North Toll
Project; and

WHEREAS, a preliminary investment grade rating letter for the 281 North Toll Project is
necessary in connection with the TIFIA loan application; and

WHEREAS, in order to meet the requirements for submitting a TIFIA loan application the
Alamo RMA has submitted a request to Moody’s Investor Service for a preliminary investment
grade rating letter for the 281 North Toll Project; and

WHEREAS, the cost of obtaining a preliminary investment grade rating letter from Moody’s
Investor Service is approximately $_65,000.00__.
NOW THEREFORE, BE IT RESOLVED, that the Board of Directors of the Alamo RMA
hereby ratifies the submission of a request to Moody’s Investor Service for a preliminary
investment grade rating letter for the 281 North Toll Project; and

BE IT FURTHER RESOLVED, that the Board of Directors authorizes payment to Moody’s
Investor Service for fees necessary to obtain the preliminary investment grade rating letter.

Adopted by the Board of Directors of the Alamo Regional Mobility Authority on the 11th day of
June, 2008.

Submitted and reviewed by:                               Approved:


____________________________                             ____________________________
Terry M. Brechtel                                        William E. Thornton
Executive Director for the Alamo                         Chairman, Board of Directors
Regional Mobility Authority                              Resolution Number 08-17
                                                         Date Passed 06/11/08
                                                         Board Memorandum

                          To: Alamo Board of Directors
                          From: Milo Nitschke
                          Thru: Terry M. Brechtel, Executive Director

                          Copies: File
BOARD OF DIRECTORS
                          Date: June 4, 2008
DR. WILLIAM E. THORNTON
CHAIRMAN
                          Agenda Item: 7 Discussion and appropriate action on an application for
M. CRISTINA RODRIGUEZ
VICE-CHAIR                pass-through financing from the Texas Department of Transportation
                          to provide a portion of the funding for the 281 North project
REYNALDO L. DIAZ, JR.
SECRETARY/TREASURER
                          As the Alamo RMA prepares the financing plan for the 281 North project, one
JESSE F. JENKINS, P.E.    proposal under consideration is the use of pass through financing to help provide a
                          portion of the needed funds to complete the 281 North project.
HENRY R. MUNOZ, III

JAMES R. REED             As currently envisioned, the Texas Department of Transportation would pledge State
                          annual revenues to the payment of debt service on the pass through revenue bonds,
ROBERT S. THOMPSON
                          The revenue pledged to this payment would be established based on the number of
                          vehicles using the roadway.
TERRY M. BRECHTEL
EXECUTIVE DIRECTOR


                          Staff recommends approval of the application for pass through financing.




                                                       Alamo Regional Mobility Authority
                                                16500 San Pedro, Ste 350 San Antonio, Texas 78232
                                                       (210) 495-5256 (210) 495-5403 Fax
                                                              www.AlamoRMA.org
                GENERAL MEETING OF THE BOARD OF DIRECTORS
                                 OF THE
                   ALAMO REGIONAL MOBILITY AUTHORITY

                                  RESOLUTION NO. 08-18

WHEREAS, the Alamo Regional Mobility Authority (“Alamo RMA”) was created pursuant to
the request of Bexar County and in accordance with provisions of the Transportation Code and
the petition and approval process established in 43 Tex. Admin. Code § 26.01, et. seq. (the
“RMA Rules”); and

WHEREAS, the Board of Directors of the Alamo RMA has been constituted in accordance with
the Transportation Code and the RMA Rules; and

WHEREAS, the 281 North Toll Project was identified as one of the Alamo RMA’s initial
projects in the petition to form the Alamo RMA; and

WHEREAS, on December 4, 2007, and in compliance with the procedures of Senate Bill 792
(including completion of the market valuation process and approval of the business terms by the
San Antonio-Bexar County Metropolitan Planning Organization), the Alamo RMA Board of
Directors exercised the authority’s option to develop the 281 North Toll Project pursuant to
Section 228.0111(g) of the Transportation Code; and

WHEREAS, § 222.104 of the Texas Transportation Code provides that TxDOT and a public or
private entity may enter into an agreement that provides for the payment of “pass-through”
financing to the public or private entity as reimbursement for the design, development, financing,
construction, maintenance, or operation of a toll or nontoll facility on the state highway system;
and

WHEREAS, 43 Tex. Admin. Code §§ 5.51-5.59 prescribes the policies and procedures
governing TxDOT’s implementation of § 222.104 of the Texas Transportation Code; and

WHEREAS, the Board of Directors of the Alamo RMA desires to pursue pass-through financing
as one means of potential funding for the non-toll portions of the 281 North Toll Project.

NOW THEREFORE, BE IT RESOLVED, that the Alamo RMA Board of Directors hereby
approves the submission to the TxDOT of an application for pass-through financing for the non-
toll portions of the 281 North Toll Project; and

BE IT FURTHER RESOLVED, that the Executive Director is authorized to execute such
documents as are necessary to submit an application for pass-through financing to TxDOT on
behalf of the Alamo RMA; and

BE IT FURTHER RESOLVED, that Alamo RMA staff and consultants are authorized to take
such actions as are necessary to prepare and prosecute the application for pass-through financing
and to negotiate the terms of a pass-through financing agreement which shall be subject to the
approval of the Board of Directors.
Adopted by the Board of Directors of the Alamo Regional Mobility Authority on the 11th day of
June, 2008.

Submitted and reviewed by:                               Approved:

____________________________                             ____________________________
Terry M. Brechtel                                        William E. Thornton
Executive Director for the Alamo                         Chairman, Board of Directors
Regional Mobility Authority                              Resolution Number 08-18
                                                         Date Passed 06/11/08
  Application Guidelines for Pass-Through                                                                Appendix C
  Financing of Highway Projects



                            Pass-Through Financing Project Proposal
                                        SECTION I—Applicant Information


Applicant Name:         Alamo Regional Mobility Authority
                        U                                     U   Classification:    Public ( X ) Private ( )
                                                                                     U




Primary Contact:        Terry Brechtel
                        U                                 U       Contact’s Title:   Executive Director
                                                                                     U




Street Address:         16500 San Pedro, Ste.350
                        U                                 U       Phone No.:         210-495-5256
                                                                                     U




City, State, Zip:       San Antonio, TX 78283
                        U                                 U       Fax No.:           210-495-5403
                                                                                     U




Project Description:    Toll Road
                        U                                 U       E-Mail Address:    tbrechtel@alamorma.org
                                                                                     U




                                        SECTION II—Financial Information

Please include the following in your proposal:
• Project funding sources and amounts by fiscal year
        Plan of Finance: The plan of finance includes utilization of funds derived from the issuance of senior lien
         U                  U




        revenue bonds, interim financing through the use of bond anticipation notes (BANs), subordinate lien
        Transportation Infrastructure Finance and Innovation Act (TIFIA) financing, Texas Department of
        Transportation (TxDOT) toll equity funding, TxDOT pass-through financing assistance, and interest earned
        on construction fund balances. The funds will be used to: (1) construct the 281 North Project, (2) repay a
        portion of outstanding loans, (3) pay a portion of the cost of studying, evaluating and designing additional
        projects within the jurisdiction of the Alamo RMA, (4) fund capitalized interest, (5) fund the debt service
        reserve, (6) pay bond insurance, (7) provide operating funds for the Alamo RMA, (8) fund a portion of the
        major capital repair and replacement fund, and (9) pay transaction finance costs. The subordinate lien
        BANs will provide interim financing for the 281 North Project and are expected to be refinanced from the
        proceeds of additional senior lien bonds, additional junior lien bonds, additional subordinate lien bonds, the
        TIFIA bonds or other lawfully available sources.

         The Alamo RMA plans to issue bonds in September 2008 and close on all financings in early October
         2008. The estimated Sources and Uses of Funding are estimated below:
         •
                 Sources of Funds:
                 U                 U




                                                                                               Total 281
                                                          Funding           Contributed      North Project
                                                        Requirement           Capital            Cost
                 TxDOT Previous Funding                                     $46,000,000        $46,000,000
                 Senior Lien Bonds                      $178,155,556                          $178,155,556
                 TIFIA Subordinate Lien Bonds            178,156,579                           178,156,579
                 TxDOT Toll Equity                       112,220,000                           112,220,000
                 TxDOT Pass-Through Financing            118,000,000                           118,000,000
                 Interest Earned on Construction Fund     12,051,386                            12,051,386
                 Bond Premium/(Discount)                   7,735,638                             7,735,638
                     Total                              $606,319,159        $46,000,000       $652,319,159




  January 2008                                                                                               Page 1
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Financing of Highway Projects


               Uses of Funds:
               U             U




               ROW                                       69,500,000   $32,000,000      101,500,000
               Environmental , Engineering, Planning
               And surveying                                             8,000,000       8,000,000
               Stone Oak 281 North Project Contract                      6,000,000       6,000,000
               Construction                             402,870,735                    402,870,735
               Professional Services & Operating
               Fund                                      27,353,263                     27,353,263
               Debt Service Reserve Fund                 17,815,556                     17,815,556
               Capitalized Interest                      68,390,271                     68,390,271
               Financing/Bond Insurance Costs            19,614,437                     19,614,437
                  Total                                $605,544,262   $46,000,000     $651,544,262

       Pass-Through Financing: The Alamo RMA is filing this application with TxDOT to request financial
       U                            U




       assistance through the State’s pass-through toll program. The Alamo RMA will pledge the pass-through
       revenues to secure the payment of Pass-Through Bonds. The amount of payments to be made by TxDOT
       will be determined by the terms of an agreement to be entered into between TxDOT and the Alamo RMA.
       The agreement will not specify a particular source of funds for making payments. TxDOT’s obligation to
       pay amounts owed the Alamo RMA is subject to appropriation by the State Legislature of sufficient funds
       to discharge the obligations of TxDOT under the agreement between TxDOT and the Alamo RMA.
       TxDOT may elect to pay amounts owed to the Alamo RMA from other lawfully available funds; however,
       any such election by TxDOT would not affect the nature of TxDOT’s obligations, which would continue to
       be subject to appropriation of such funds by the State Legislature.

       The Pass-Through Bonds would not be on parity with any of the Alamo RMA’s senior lien bonds, junior
       lien bonds, subordinate lien bonds, or other lien bonds. The Pass-Through Bonds will be secured solely by
       the pass-through revenues pledged to the payment of the pass-through bonds. No revenues derived from
       the 281 North Project are pledged to the payment of the Pass-Through Bonds.

       The amount of pass-through financing is derived from the capital costs attributable to the development,
       construction, right-of-way acquisition, and utility adjustments for the 281 North Project non-tolled lanes.
       The amount is calculated as shown below.




January 2008                                                                                         Page 2
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Application Guidelines for Pass-Through                                                              Appendix C
Financing of Highway Projects


                                               Estimate of Cost of Non-tolled Lanes
                                                 for the US 281 North Toll Project

                                                                                                Capital
                            281 North Development DescriptionDescription                      Expenditure

              Seg 1A - from Loop 1604 to Stone Oak Parkway

                 2-3 lane FR                                                              $      14,431,168
                 4 lane FR                                                                $       2,950,059
                 Segment estimate                                                         $      17,381,227

              Seg 1B from Stone Oak Parkway to Marshall Road

                 2-3 lane FR                                                              $       4,881,859
                 4 lane FR                                                                $         581,444
                 Segment estimate                                                         $       5,463,303

              Seg 6 - from Marshall Road to the Bexar/Comal county line

                 2-3 lane FR                                                              $      14,847,236
                 4 lane FR                                                                $       5,363,007
                 6 lane FR                                                                $       8,516,601
                 Segment estimate                                                         $      28,726,844

              Total construction estimate                                                 $      51,571,374

                 MOT at 12%                                                               $       6,188,565
                 Mobilization at 8.8%                                                     $       4,538,281
              Total for constr, MOT, and Mob                                              $      62,298,220
                 Design at 6%                                                             $       3,737,893
                 QC/QA at 5.25%                                                           $       3,270,657
                 Independent Eng at 0.75%                                                 $         467,237
                 Total estimate for non-tolled lanes                                      $      69,774,006

              ROW                                                                         $      68,000,000
              Utility Adjustment                                                          $      15,500,000
              Total                                                                       $     153,274,006

       URevenue Distribution Options (Payments to TxDOT) The Master Trust Indenture provides for the
                                                                  U




        establishment and creation of funds into which revenues that are collected by the Alamo RMA are
        deposited. All of such funds shall be established with, held and maintained by the Trustee. The Master
        Trust Indenture also provides for the disbursement of money deposited in the funds in order of priority of
        flow of funds which generally shall be; (1) to the payment of operations and maintenance of the Alamo
        RMA, (2) to the payment of debt service by priority of lien, (3) to be deposited into the debt service reserve
        funds, (4) to be deposited into the Major Repair and Replacement Fund, (5) to be deposited into the Rebate
        Fund, and (6) to be disbursed to the General Fund. Money in the General Fund shall be used to restore
        deficiencies in any funds or accounts created under the Master Trust Indenture. After satisfying those
        requirements, such moneys may be expended for any of the following purposes, with no one item having
        priority over any of the others: (1) to purchase or redeem obligations; (2) to pay Maintenance Expenses
January 2008                                                                                           Page 3
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Application Guidelines for Pass-Through                                                              Appendix C
Financing of Highway Projects


       and Operating Expenses; (3) to make payments into the Construction Fund; (4) to fund improvements,
       extensions and replacements of the system; or (5) for any other lawful purpose.

       The Alamo RMA will establish a policy to distribute revenues deposited to the General Fund which will
       begin distribution of such revenues to reduce TxDOT’s obligation for the pass through revenue bonds after
       a reserve for revenue loss has accumulated a balance equal to six months working capital.

       The Alamo RMA recognizes the total TxDOT pass-through contribution and proposes to distribute funds
       to TxDOT from money deposited into the General Fund in accordance with the Master Trust Indenture and
       a policy to be adopted by the Alamo RMA Board. The options under consideration to disburse funds to
       TxDOT are listed below.

       •       Option 1, Annual Reduction of TxDOT Pass-Through Contribution: One sixth (16.67%) of the
               U                                                                      U




               revenue on deposit in the General Fund will be dedicated to reducing the annual contribution to be
               made by TxDOT for the pass through revenue bond indebtedness in the years 2014 through 2023; or

       •       Option 2, Repayment of Pass-Through Contribution: One sixth (16.67%) of the revenue on deposit
               U                                                      U




               in the General Fund will be dedicated to a reduction of the annual pass-through contribution in the
               years 2014 through 2023 and continued thereafter until the total TxDOT pass-through payments made
               to the Alamo RMA have been repaid in full or until August 15, 2048 whichever is the first to occur; or

       •       Option 3, Revenue Sharing through 2048: One sixth (16.67%) of surplus revenue will be shared
               U                                          U




               with the local MPO for future transportation projects through 2048.




January 2008                                                                                          Page 4
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Application Guidelines for Pass-Through                                                       Appendix C
Financing of Highway Projects


  Total amount of reimbursement requested and proposed schedule.

  The estimated annual Pass-Through payments are shown in the table below in the column labeled net debt
  service for years 2014 through 2023.




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Financing of Highway Projects




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      A statement indicating the applicant’s intention to toll or not to toll the project and, if tolled, the
      approximate date the highway will begin to be tolled.

      Toll Collection System Design: The Alamo RMA will utilize a comprehensive, electronic toll collection
      U                                U




      system for the 281 North Project that that will be fully interoperable with other open road toll systems in Texas.
      The system will have video tolling capability to facilitate patrons without toll tags (transponders), however, use
      of toll tags will be strongly encouraged. Development of the toll collection system will run in parallel with 281
      North Project design and construction.

      It is a requirement of the Alamo RMA that the toll collection system must be consistent and fully interoperable
      with the statewide toll collection system implemented by the State of Texas. Following completion, testing and
      validation of the toll collection system, it is the Alamo RMA’s intent to utilize an established toll operating
      entity for system operation, system maintenance and toll collection operations. A decision on the operator will
      be made based on a best value approach that will lead to efficient operations for the system. The Alamo RMA
      will procure a vendor for the toll system in parallel with development of the 281 North Project with a vendor
      chosen well in advance of interim opening of the facility for toll revenue traffic. The provider may undertake
      to deliver all toll system operations and collection services with its own personnel for the term of the operating
      agreement in return for a fixed fee, subject to escalation for economic factors and changes in required service
      levels. The operating agreement may also allocate toll collection system maintenance to a private sector
      contractor.

      The first 3.5 mile segment of the 281 North Project will be open to traffic in June 2011. Marketing plans
      call for the first two months after opening for a grace period of two months before toll collections will
      commence. The 281 North Project is scheduled for completion in June 2012. No grace period for the
      opening of the second 4.4 mile segment is planned.

•     A statement indicating whether the applicant has or intends to designate a transportation
      reinvestment zone (TRZ) under Texas Transportation Code §§222.105-222.107. If applicable, provide
      information regarding the location and limits for the zone, and how the TRZ will be used to finance
      the proposed project.

      The Alamo RMA is evaluating all financing options including the creation of a transportation reinvestment
      zone. At the date of this application the analysis pertaining to a TRZ has not been completed.

•     If a private entity, a statement indicating intention to enter into a comprehensive development
      agreement.

      The Alamo RMA will utilize a public-private partnership with the design/builder to develop and construct the
      281 North Project. The design/builder will not participate in the operation of the 281 North Project nor share
      revenues derived from the operation of the 281 North Project. Additional public-private and/or public-public
      partnerships will be entered into pertaining to the toll operations, road maintenance, and public safety.

      The Alamo RMA is utilizing the design build comprehensive development agreement (“CDA”) authority
      granted to it under HB 3588 to procure private sector design, development, construction and, potentially,
      operation and maintenance, for the 281 North Project. A CDA has created a public-private partnering
      opportunity that has not historically been utilized for highway projects in the state. This approach has been
      successfully tested on other toll projects and is becoming the preferred methodology for accelerating
      transportation projects.

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      Under the CDA, the TxDOT San Antonio District completed schematic engineering work, and the Alamo
      RMA selected a Design/Builder responsible for final design and construction of the turnpike. This allocation
      of design and construction responsibilities gives the Design/Builder the flexibility to proceed with construction
      activities prior to completion of all design features, thus achieving significant time savings. Control over all
      development activities makes it possible for the Design/Builder to provide a fixed price and a final completion
      date with their proposal, subject only to limited force majeure events which are outside the Design/Builder’s
      control, cannot be covered by insurance or are due to agency fault or agency-caused delays. The CDA process
      also allowed for the incorporation of Alternative Technical Concepts (“ATCs”) within the proposal in which
      the price may be adjusted downward based upon innovations introduced by the Design/Builder. Additionally,
      the Design/Builder may propose Value-Added Concepts (“VACs”) that add additional features to the 281
      North Project usually at additional development cost, however, those VACs often will provide added value to
      the 281 North Project facility beyond the expended cost. Additionally, the Design/Builder will be required to
      warranty certain elements of the 281 North Project for specified periods of time (as defined in the CDA). The
      Alamo RMA may also receive Design/Builder-proposed extended warranties, if proposed as Value-Added
      Concepts during the proposal stage, extending for some period into the operations phase of the 281 North
      Project.

      The Alamo RMA Board approved the selection of Cibolo Creek Infrastructure joint venture as the
      Design/Builder team on May 14, 2008. The Cibolo Creek Infrastructure Design/Builder team is comprised of
      the following firms:

                   Joint Venture Equity Participants
                   U




                       Fluor Enterprises, Inc.
                       Balfour Beatty Infrastructure, Inc.

                   Non-Equity Design/Builder Team Participants
                   U                                         U




                       HDR Engineering, Inc.
                       Raba-Kistner Consulting, Inc.
                       Guerra DeBerry Coody
                       Donze Lopez Public Affairs
                       Vickrey & Associates, Inc.
                       Bain Medina Bain, Inc.
                       AIA Engineers, Ltd.
                       Pinnacle Consulting Management Group, Inc.

•     City Council, Commissioners’ Court or Board resolution authorizing pass-through financing
      application.

      On June 11, 2008 the Alamo RMA Board took action on Resolution No.08-18 to submit a request for financial
      assistance through the use of the pass-through toll program.




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                               S E C T I O N   I I I — P r o j e c t       I n f o r m a t i o n

Please include the following in your proposal:

•     Description of the project including project limits, CSJ numbers (obtainable from the TxDOT District
      Office), connections with other transportation facilities, and services to be provided by the
      applicant.

      Project: The 281 North Project consists of the re-construction of approximately 7.9 miles of existing US 281
      U            U




      from a four lane at-grade highway to a six lane controlled access tolled expressway with non-tolled lanes. US
      281 is currently a four lane at-grade highway with a depressed grassed median. The 281 North Project will
      include construction of a six lane tolled expressway (three north-bound main-lanes and three south-bound
      main-lanes) with shoulders, ramps and auxiliary lanes. The south end of the 281 North Project includes stub
      outs for future Loop 1604 direct connectors. Toll collection will be achieved using electronic toll collection
      (ETC) gantries. Toll gantries will be located on main lanes and ramps.

          New four to six lane non-toll lanes (two to three lanes in each direction) will replace the current US 281
          facility. Additional, non-tolled north bound and south bound two lane overpasses at Red-land Road will also
          be provided.

      Location: The 281 North Project is located in northern San Antonio, Bexar County, Texas and extends
      U                    U




      approximately 7.9 miles north of Loop 1604 on US Highway 281 to the Bexar/Comal County Line.

      Purpose: The purpose of the 281 North Project is to: (1) improve safety within the US 281 corridor, (2)
      U                U




      enhance mobility and traffic flow efficiencies, (3) deliver and implement 281 North Project improvements in
      an expeditious manner, and (4) improve air quality.

          In recent years, vehicular traffic on US 281 has increased dramatically. This growth has resulted in a rapid
          increase in congestion, a related decrease in safety and mobility, and worsening air pollution. Traffic volume
          on US 281 from Loop 1604 north to Stone Oak Parkway has increased from 8,600 vehicles per day in 1980 to
          91,000 vehicles per day in 2004. Traffic volumes from Stone Oak Parkway to Bulverde Road for this time
          period increased from 7,381 to 68,828 vehicles per day, and from Bulverde Road to Borgfeld at the
          Bexar/Comal County line increased from 6,061 to 44,851 vehicles per day. The existing roadway is
          functionally obsolete. It was not designed to accommodate the current high traffic volume thus producing
          daily travel delays with accompanying increases in accidents and injuries to persons and property.

          The 281 North Project improvements are proposed to alleviate the deficiencies noted above. Cumulatively, the
          281 North Project traffic planning will accommodate the US 281 corridor current and future traffic needs.
          Safety improvements include replacement and construction of shoulders to current prescribed State and Federal
          Highway Design Standards; implementation of grade separations to separate cross-traffic from through traffic;
          separation of conflict of access points between local traffic and through traffic using a controlled-access facility
          which would eliminate direct driveway access to the US 281 main lanes; and the reduction of speed differential
          rate by separating local trips from through trips.

          Mobility and traffic flow efficiency improvements include improved roadway capacity; implementation of an
          expressway system separated from parallel non-toll lanes; improved access for local traffic with reduced
          conflict points; enhanced access to the City of San Antonio International Airport and decreased travel time to
          the central business district, and implementation of other operational improvements to facilitate traffic flow and
          capacity on US 281.
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  Utilization of tolls in the overall financing of the 281 North Project will enable financing for the construction of
  this critically needed 281 North Project in an expeditious manner to serve the needs of the local community and
  the traveling public. While the 281 North Project is listed in the Metropolitan Transportation Plan Update,
  Mobility 2030, funding from traditional sources is not sufficient to construct the 281 North Project.
  Improvements to US 281 are needed to resolve critical safety and capacity issues.

  Design Features: The re-construction of US 281 from Loop 1604 to the Bexar/Comal County Line shall be
  U                      U




  planned, designed, and constructed with a goal of minimizing costs associated with 281 North Project tie-in
  and future extensions while limiting disruptions to traffic during current and future construction.

      At a minimum the following elements shall be constructed:

      1. Complete build-out including all main lanes, frontage roads, ramps, shoulders, median, drainage, safety and tolling
         structures from Loop 1604 north to the Bexar/Comal County Line a distance of 7.9 miles open to traffic within 5
         years.
      2. Interim tie-in to existing US 281 north of Stone Oak Blvd for opening of the southern 3.5 miles of the 281
         North Project open to traffic within 3 years.
      3. Re-construction, re-striping, re-signing to existing US 281 (both within and beyond 281 North Project
         limits) as required to meet design requirements.
      4. Signals, lighting, and signage within the 281 North Project limits.
      5. Utility relocations within the 281 North Project limits.
      6. Noise Mitigation Walls as identified in the EA.
      7. Sidewalks as identified by the Alamo RMA.
      8. Bus Pads as required by VIA Metropolitan Transit.
      9. Stub outs for future Direct Connectors at Loop 1604.
  Estimated Capital Cost: The estimated 281 North Project capital cost is approximately $472.3 million plus
  U                                 U




  $133.17 million for capitalized interest during construction, funding for professional fees, and financing
  transaction costs for an estimated total cost of $605.54 million. The 281 North Project financing anticipates
  utilizing funds derived from the issuance of bonds, funding from TxDOT, San Antonio-Bexar County
  Metropolitan Planning Organization, TIFIA financing, right-of-way and other in-kind contributions from
  TxDOT and interest earned on construction fund balances.

  Development Schedule: The 281 North Project will be developed through a design/build comprehensive
  U                             U




  development agreement as allowed under Texas law and as advocated by Federal policy. The development
  schedule is set forth below:


                                    281 North Project Development Schedule
                    Date                                        Description Of Event
           August 7, 2007               Receipt of Federal Highway Administration FONSI
           August 30, 2007              Posting of FONSI in the Texas Register.
           September 18, 2007           Request for Qualifications (RFQ) released for developer teams

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                                  Alamo Regional Mobility Authority (Alamo RMA) Board approved the
                                  short-list of three teams to participate in the Request for Detailed
             October 24, 2007
                                  Proposals phase of the design/build Comprehensive Development
                                  Agreement (CDA) process
             December 6, 2007     RMA submits TIFIA Letter of Interest
                                  Initial meeting with TIFIA representatives and approval to proceed with
             January 14, 2008
                                  submission of the application.
             March 20, 2008       Responses to Request for Detailed Proposals are due
             May 14, 2008         RMA Board approves selection of best-value design/build team
             June 10, 2008        Final GEC Engineering Report is Due
             June 11, 2008        RMA Board approves design/build contract
             June 11 2008         US 281 Traffic and Revenue (T&R) Study Final Report
                                  Receipt of Bond Rating Agency preliminary indication of senior lien
             June 11, 2008
                                  bonds investment grade credit rating
             June 13, 2008        TIFIA application submitted
             June 19, 2008        T & R Peer Review is complete
                                  TIFIA oral presentation (Depending on schedules, this presentation
             June 23, 2008
                                  could move to the week of July 7).
             August 25 & 26,
                                  Bond Rating Presentations and Bond Insurer Presentations
             2008
             August 28, 2008      US Transportation Secretary Approves TIFIA Loan
             September 16, 2008   Bond Pricing
             October 14, 2008     Bond & TIFIA Delivery and Closing
             October 14, 2008     RMA issues Notice to Proceed
             October 14, 2008     Commence Construction
             June 18, 2011        Partial project opening; Loop 1604 to Marshall section (977 Days)
             August 18, 2011      Revenue Collections Begins
             May 31, 2012         Project completion (1,325 Days)
             September 28, 2012   Project Final Acceptance

      CSJ Numbers; PDA The Texas Transportation Commission transferred the 281 North Project to the
      U                U




      Alamo RMA on February 28, 2008, in Minute Order 111257. The Governor executed the Project
      Development Agreement effectuating the transfer on March 19, 2008. Upon substantial completion of the
      281 North Project, ownership of the non-tolled lanes will be transferred back to TxDOT. 

•     Pass-Through Financing Scope and Estimate Documentation Form (Appendix C).

      The request for pass-through financing will provide approximately 19.5% of the total funding required
      for the 281 North Project. Construction is scheduled to be completed in June 2012. The plan of finance
      would structure the pass-through bonds to commence annual payments in 2014. Projected annual pass-

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      through payments would be made to the Alamo RMA for the payment of principal and interest on the
      pass-through revenue bonds in years 2014 through 2023. For further discussion on the pass-through
      financing please refer to the description on page 2.


•     Project location map showing proposed alignments and connections with other transportation
      facilities.

      The tolled express lanes will be a controlled access facility with ramps to and from the non-tolled one way
      lanes. Access for intersecting roadways will be provided via seven grade-separated intersections spaced
      approximately one mile apart. The grade separated intersections are proposed to be at Red Land Road, Evans
      Road, Stone Oak Boulevard, Marshall Road, Wilderness Oak, Bulverde Road and Borgfeld Road. The toll
      system layout is shown in Figure 2 page 15.

      Continuous sidewalks will be placed near the ROW along developed sections of the project. Sidewalks will be
      initially constructed along the northbound non-tolled lanes between Red Land Road and Marshall Road, and
      along the southbound non-tolled lanes from Marshall Road to Evans Road.

      Existing and proposed typical sections as well as the schematic design are shown in the attached General
      Engineering Consultant Report dated June 6, 2008.

      South of the Project, the 281 North Project intersects Loop 1604. South of Loop 1604, US281 is an eight-lane,
      divided, controlled access freeway, with three-lane frontage roads in each direction.

      Presently, no direct connections between US 281 and Loop 1604 exist. Traffic currently utilizes the frontage
      roads to make these connections. A fully-directional 5-level interchange between US281 and Loop 1604 at this
      location is part of Alamo RMA’s future tolled lane system which also includes tolled lanes on Loop 1604. The
      tolled lane system will be implemented in phases over the next several years. The current schedule has five of
      the eight direct connectors at US 281 and Loop 1604 open by 2014 and the three remaining direct connectors
      open by 2025. This interchange will considerably enhance access from Loop 1604.




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•     Statement of the benefits anticipated to result from the completion of the project.

      The inclusion of pass-through financial assistance in the plan of finance will accelerate 281 North Project
      delivery. Benefits to be received from earlier 281 North Project delivery are substantial. On a economic basis,
      the 281 North Project costs will be captured in dollars of earlier years rather than later years, thereby avoiding
      higher costs and mitigating inflationary pressures which are adversely impacting the highway construction
      industry.
      The economic benefits are not limited to 281 North Project costs. Existing roadway and traffic conditions in
      Bexar County threaten to limit and adversely impact the region’s rapid and continuing economic development
      and growth. Without near-term additions and improvements to the existing Bexar County roadway
      infrastructure, this economic growth will likely be slowed and may even reverse (as companies move
      operations to more accessible locations).
      The 281 North Project acceleration means continued and expanded growth in Bexar County: jobs, tax base,
      redevelopment and enhanced quality of life. Accelerated development of the 281 North Project also has a
      significant positive impact on business profitability as realized by more efficient and less costly movement of
      goods. Increased profitability leads to increased jobs and tax revenues.
      In addition, from a congestion relief, mobility enhancement and traffic flow efficiency standpoint, 281 North
      Project acceleration will provide relief for Bexar County traffic years earlier than would otherwise be possible.
      As noted elsewhere in this Application, the roadways of Bexar County have become seriously congested,
      resulting in reduced speeds, negative environmental impacts and increased travel time for the public and
      commercial traffic (which result in reduced economic productivity). Accelerating the delivery of the 281 North
      Project will be a significant step to alleviate these problems.
      Finally, from a safety standpoint, 281 North Project acceleration means safer Bexar County roads available to
      the traveling public. Accelerated 281 North Project delivery of a high quality and safer roadway will reduce
      accident, injury and death rates on existing overburdened Bexar County roadway infrastructure.

•     Description of the local support for the project such as resolutions from the county commissioner’s
      court, city council, MTA or MPO and description of any local public opposition.

      The Alamo RMA is an independent governmental agency created at the request of the Bexar County
      Commissioners Court and approved by the Texas Transportation Commission in December 2003, to accelerate
      needed transportation projects in Bexar County. Bexar County Commissioners Court authorized the Bexar
      County Judge to file a petition to the Texas Transportation Commission to create the Alamo RMA on August
      12, 2003. The Texas Transportation Commission (“Commission”) granted its approval on December 18,
                                                              T            T




      2003. Bexar County’s petition to the Commission identified several potential projects to be undertaken by the
      Alamo RMA.

      In accordance with Chapter 370 of the Texas Transportation Code and Title 43 Chapter 27 Subchapter E
      (Financial Assistance for Toll Facilities) of the Texas Administrative Code, the Alamo RMA submits this
      request for a grant of financial assistance to be used in the development, construction, acquisition of right-of-
      way, operation, and maintenance of the Alamo RMA’s first project, the 281 North Toll Project (the “281 North
      Project”). The Alamo RMA, in accordance with SB792 has negotiated a market valuation with TxDOT and
      presented the business terms incorporated for such purpose for approval by the Alamo RMA Board of
      Directors and the San Antonio – Bexar County Metropolitan planning Organization (SA-BCMPO). On
                                                                                                   T             T




      October 24, 2007, the Alamo RMA Board of Directors approved Resolution No. 07-27 to accept the market
      valuation analysis and business terms for the 281 North Project (Attachment No. 1, Resolution No. 07-27). On
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  December 3, 2007 the Alamo RMA presented: (i) the business terms incorporated into the market valuation
  study; and (ii) a request for toll equity financing for four projects; to the San Antonio – Bexar County
  Metropolitan Planning Organization Commissioners. The presentation included a request for the allocation of
  $112.2 million for the 281 North Project. The minutes of the meeting reflect that the SA-BCMPO
  Commissioners approved: agenda item number 9, “…approve the initial toll rates and escalation methodology
  for Alamo RMA toll projects as presented”; and agenda item number 10, “… approve the projects identified in
  the Statewide Mobility Program, and allocate Category 2 (Texas Mobility Funds) as requested by the Texas
  Department of Transportation and the Alamo Regional Mobility Authority” (Attachment No. 2 SA-BCMPO
  Minutes for Agenda Item 9 and 10). On December 4, 2007, the Alamo RMA Board of Directors approved
  Resolution No. 07-29 to exercise its right of first refusal to develop the 281 North Project as provided in Senate
  Bill 792 (Attachment No. 3, Resolution No. 07-29). On February 28, 2008, the Texas Transportation
  Commission approved Minute Order 111257 which transfers the 281 North Project to the Alamo RMA which
  was executed by the Governor on March 19, 2008 (Attachment No. 6).

  This request is consistent with San Antonio – Bexar County Metropolitan Planning Organization (SA-           T




  BCMPO) Transportation Policy Board’s action taken on December 3, 2007 to allocate $112.22 million
               T




  Category 2, Texas Mobility Funds to the 281 North Project. On January 9, 2008 the Alamo RMA Board of
  Directors authorized the Alamo RMA Executive Director to take such actions as are necessary to accelerate
  access up to $19 million of the $112.22 million to pursue the development, construction, acquisition and access
  to right-of-way, operations, maintenance, and to facilitate timely completion of the 281 North Project
  (Attachment No. 4, Resolution No.08-03).

  On February 13, 2008 the Alamo RMA Board took action to approve Resolution No. 08-03 to request a grant
  of financial assistance in the amount of $112,220,000 to be delivered to the Alamo RMA as follows
  (Attachment No. 5, Resolution No.08-09):

       $19,000,000             March 31, 2008
       $46,610,000             October 1, 2008
       $46,610,000             October 1, 2009

  In accordance with the Alamo RMA Board Action of February 13, 2008, and Section 27.53 of the toll
  equity rules, the Alamo RMA submitted a grant request for $112,220,000 to fund the Alamo RMA’s 281
  North Project from Loop 1604 to the Bexar/Comal county line. The 281 North Project is planned to
  include construction of a six-lane tolled expressway with shoulders, ramps, and auxiliary lanes. Four to six
  lanes of new non-tolled frontage roads are anticipated to be constructed.

  On May 29, 2008 the Texas Transportation Commission approved Minute Order 111359 to grant final
  approval of financial assistance for the Alamo RMA in the amount of S19.8 million to be used to fund costs
  of the 281 North Project, and directs the executive director to implement the actions authorized and required
  by those provisions

  On June 11, 2008 the Alamo RMA Board will take action on Resolution No. to resubmit a request for a grant
  of financial assistance for the remaining amount of $92,420,000 out of the initial $112,220,000 grant request to
  be delivered to the Alamo RMA as follows:

       $46,210,000             October 1, 2009
       $46,210,000             October 1, 2010



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•     Proposed project development and implementation schedule, including estimated date when the project
      would be open to traffic.

      Please see Section III pages 7 – 9 for a description of the project development, development schedule, and
      scheduled opening dates.

•     If a public entity, description of the organization’s qualifications and experience in developing
      highway construction projects.

      The Alamo RMA is a recently formed organization established through enabling legislation under Texas
      Transportation Code, Chapter 370. It is an independent governmental agency created at the request of the
      Bexar County Commissioners Court and approved by the Texas Transportation Commission in December
      2003, to accelerate needed transportation projects in Bexar County. Bexar County Commissioners Court
      authorized the Bexar County Judge to file a petition to the Texas Transportation Commission to create the
      Alamo RMA on August 12, 2003. The Texas Transportation Commission (“Commission”) granted its
                                                                                             T            T




      approval on December 18, 2003. Bexar County’s petition to the Commission identified several potential
      projects to be undertaken by the Alamo RMA.

      Staffing of key individuals within the Alamo RMA organization and the 281 North Project consultant team
      have many years of experience with demonstrated success for funding and implementation of projects similar
      to the 281 North Project. A brief description of each is as follows:

                   Dr. William E. Thornton, Board of Directors Chairman: Dr. Thornton, Governor Rick Perry’s
                   appointee to chair the Bexar County Regional Mobility Authority, is a practicing oral and
                   maxillofacial surgeon. He has a strong understanding of civic issues and was elected Mayor of San
                   Antonio on June 1, 1995, after serving four years on the City Council. In November 1996, due to his
                   dedication and commitment to public service, Dr. Thornton was elected President of the Texas
                   Municipal League, a position no other Major of San Antonio has since held. Dr. Thornton has also
                   served with the National League of Cities, in a number of capacities, and served on the national Board
                   of Directors for the National League of Cities. Dr. Thornton has distinguished himself in a broad
                   range of professional, civic and community endeavors; his leadership as Chairman of the Board will
                   ensure that the 281 North Project is implemented successfully.

                   Mr. Henry R. Muñoz, III, Chairman Finance Committee: Henry R. Muñoz, III is a highly
                   successful entrepreneur, a leader of an award-winning design firm, a cultural activist, and a well-
                   respected philanthropist. Mr. Muñoz is Chairman of the Board of Directors and CEO of Kell Muñoz
                   Architects, Inc., the largest minority-owned architectural firm in Texas. Mr. Muñoz is a former
                   member of the Texas Transportation Commission, and has held numerous civic roles within San
                   Antonio and the state of Texas. Most recently, he has served as the founding chairman of the Museo
                   Alameda, the first affiliate of the Smithsonian Institute located outside of the Washington, DC area.
                   Mr. Muñoz serves as the Chair of the Alamo RMA finance committee and his experience will ensure
                   the 281 North project is implemented successfully.

                   Terry Brechtel, Executive Director: Ms. Brechtel, the Alamo RMA’s Executive Director since
                   January 1, 2006 brings local public sector experience to this position having previously served as San
                   Antonio City Manager, Executive Director of Administrative and Financial Services, Director of
                   Budget and Management Analysis and Director of Budget and Employee Services. Ms. Brechtel has
                   guided numerous city financial transactions, including refunding of general obligation debt and
                   revenue bond debt resulting in upgrades to the City of San Antonio’s bond ratings and helping to
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               direct a $150 million general obligation bond program providing funds for basic infrastructure and
               significant upgrades to the City’s emergency management and security measures. This includes
               establishing a new emergency operations center, which was heavily supported by the citizens of San
               Antonio. Ms. Brechtel holds a Bachelor of Science degree in Political Science from North Texas State
               University, now the University of North Texas, and a Masters Degree in Public Administration from
               Southern Methodist University. Ms. Brechtel’s experience in the bond market, her knowledge of the
               region and its governments, and her strong management background and education will ensure that the
               281 North Project is implemented successfully.

               Milo Nitschke, Chief Financial Officer Milo Nitschke serves as the Chief Financial Officer (CFO)
               for the Alamo Regional Mobility Authority (Alamo RMA). As the Chief Financial Officer, Mr.
               Nitschke is responsible for the financial management and administration of the Alamo RMA financial
               resources, activities, implementation and monitoring of internal controls, and financial reporting. Mr.
               Nitschke has been engaged in the public and private financial sector since 1979. Mr. Nitschke’s
               professional base of knowledge includes experience in, and the interface with, various disciplines and
               fields of work to include: finance, economics, accounting, management, administration, technical
               analysis, financial design and structuring, and financial risk analysis. He has been engaged in the
               preparation and presentation of financial information to governing bodies, credit rating agencies, bond
               insurance firms, and general financial discussion audiences. He has served as the Director of Finance
               for the City of San Antonio. He has managed and completed in excess of $2.2 Billion of successful
               financing and refinancing of multiple types of projects to include general obligation bonds, revenue
               bonds, refinancings, forward financings, variable rate financings, special project financings, and
               conduit financings. Mr. Nitschke holds a Master’s Degree in Business Administration,
               Finance/Economics and a Bachelor’s Degree in Business Administration from The University of
               Texas at San Antonio.

               Patrick Irwin, Director of Engineering and Operations: Patrick Irwin serves as the Director of
               Engineering and Operations for the Alamo RMA. In this role Mr. Irwin oversees all design,
               construction, operations and compliance issues with the Alamo RMA capital improvement programs.
               Prior to joining the Alamo RMA in April 2005, Mr. Irwin served 31 years with the Texas Department
               of Transportation, retiring as the San Antonio District Director for Transportation Operations for an
               eleven county region of South Central Texas. Mr. Irwin was instrumental in the creation of the
               TransGuide system, the first ITS system deployed in Texas, and a model development initiative site.
               Mr. Irwin holds a Bachelor of Science degree in Civil Engineering from Texas A & M University, and
               is a licensed professional engineer within the state of Texas. Mr. Irwin’s experience in large scale
               transportation projects will ensure the 281 North Project is implemented successfully.


       Participants in the 281 North Project, their role in the 281 North Project and their qualifications are as
       follows:
                  TxDOT: Oversight Agency
                      Texas Turnpike Authority Division (TTA), a division of TxDOT, has gained excellent
                      experience in the development of toll roads utilizing the CDA process, having completed
                      several toll projects in Central Texas.
                  Locke Lord, Bissell,& Liddell, LLP: General Counsel
                      One of the 50 largest law firms in the United States and the leading transportation practice in
                      the State of Texas.

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                  Served as general counsel for the Texas Turnpike Authority Division of TxDOT (while
                  independent board existed), currently serve as general counsel to Central Texas RMA, North
                  Texas Tollway Authority, North East Texas RMA, and Cameron County RMA, and special
                  counsel to Camino Real RMA and Grayson County RMA. The Firm has participated in
                  process of securing TIFIA loans for the Central Texas Turnpike Project, and CTRMA 183-A
                  Turnpike Project.

                  Extensively involved in development of legislation related to regional mobility authorities and
                  transportation finance including House Bill 3588 and SB 792
               Estrada Hinojosa & Company, Inc.: Financial Advisor
                  In 2005, Estrada Hinojosa ranked 3rd in Texas in financial advisory services, as well as 11th
                  nationally among all financial advisors of municipal bonds in the United States. In 2005,
                  Estrada Hinojosa completed 242 transactions in all (financial advisory and underwriting)
                  totaling more than $13.5 billion. Since its inception in 1992, the Company has served as
                  financial advisor or co-financial advisor on transactions totaling $30.6 billion.
                  As financial advisor or co-financial advisor, many of the Company’s financings achieve
                  industry recognition and ratings upgrades by Fitch Ratings, Moody’s Investors Service, Inc.,
                  and Standard & Poor’s Ratings Group.
                  The Company is qualified to assist municipal issuers with all their financing concerns,
                  including developing pre-financing strategies, debt management planning, debt schedule
                  budgeting, and post-financing services.
                  Estrada Hinojosa has extensive experience serving as financial advisor and co-financial advisor
                  to both large and small issuers.
               Citigroup: Senior Managing Underwriter
               Vinson & Elkins: Bond counsel
                  V&E has been practicing in the public finance area for 63 years and regularly ranks as one of
                  the top 11 bond counsel firms in the nation in terms of number of bond issues and principal
                  amount of bonds approved.
                  During the last 10 years, Vinson & Elkins has served as bond counsel, co-bond counsel,
                  underwriter’s counsel or special tax counsel in more than 2,425 public finance transactions
                  totaling more than $67 billion in aggregate principal amount.
                  Vinson & Elkin’s transportation and toll road experience include financings for the Texas
                  Turnpike Authority, the North Texas Tollway Authority, the Harris County Toll Road
                  Authority, the Fort Bend County Toll Road Authority, the Grand Parkway Association of
                  Houston, the Dallas Area Rapid Transit, Central Texas Region Mobility Authority, and the
                  Metropolitan Transit Authority of Harris County.
               HNTB Corporation: General Engineering Consultant
                  HNTB Corporation, founded in 1914, is one of the largest consulting engineering firms in the
                  United States providing comprehensive transportation planning, design & program
                  management services to all levels of government and the private sector.



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                          Since the 1920s, HNTB has been actively involved in the implementation, development and
                          operation of over 50 major turnpike and toll systems, constituting more than half of the
                          nation’s toll facilities.
                          HNTB currently has several long standing relationships as the General Engineering Consultant
                          with numerous toll agencies, including the North Texas Tollway Authority (50 years), Maine
                          Turnpike (58 years), Massachusetts Turnpike (49 years), Kansas Turnpike (56 years), New
                          Jersey Turnpike (54 years), West Virginia Turnpike (53 years), and the Richmond
                          Metropolitan Authority (37 years), Central Texas Regional Mobility Authority (5 years).

•         If a private entity, or when the public entity will utilize private consultants, the name, address,
          professional designation and complete information concerning the experience, expertise, technical
          competence and qualifications of the proposer and of each member of the proposer’s management
          team and of other key employees or consultants, and the capability of the proposer to develop the
          proposed project.

          The Alamo RMA is a public entity as previously described.


U     Names, addresses, telephone numbers, facsimile numbers and email addresses for any additional contacts.

Milo Nitschke
Chief Financial Officer
Alamo Regional Mobility Authority
16500 San Pedro Ave., Suite 350
San Antonio, TX. 78232
Phone: 210-495-5410
Fax: 210-495-5403
Mobile: 210-573-7227
mnitschke@alamorma.org
HTU                                  UTH




Donald J. Gonzales, CPA
Managing Director
Estrada Hinojosa & Company, Inc.
1485 Frost Bank Tower
100 West Houston Street
San Antonio, Texas 78205
Phone: 210-223-4888
Fax: 210-223-4849
Mobile: 210-393-3310
dgonzales@estradahinojosa.com
HTU                                        UTH




C. Brian Cassidy, Partner
Locke Lord Bissell & Liddell LLP
100 Congress Ave. Ste 300
Austin, TX 78701
Phone: 512-305-4855
Fax: 512-391-4855
Mobile: 512-848-4181
bcassidy@lockelord.com
HTU                            UTH




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                        SECTION IV—Acknowledgment and Certification


I certify              I have the authority to submit the proposal for pass-through financing described in this
 that                  application.     To the best of my knowledge, all information contained in this
                       application is valid and accurate and the governing body of the undersigned
                       jurisdiction has authorized the submission of this application.



                        Signature of highest official                             Date
                        Terry Brechtel                                            Executive Director
                        Printed Name                                              Title, Jurisdiction


                                     Pass-Through Financing Project
                                 Scope and Estimate Documentation Form
Date        U           June 6, 2008             U      Applicant Name: Alamo Regional Mobility Authority
                                                                              U                               U




                                                        Primary Contact: Terry Brechtel, Executive Director
                                                                              U                               U




                                                        E-mail Address: tbrechtel@alamorma.org
                                                                              U




District                                                CSJ (if any)       N/AU




County                                                  UTP Authority (if any)
                                                         (PLAN, DEVELOP or CONSTRUCT)

Highway: US Highway 281
                   U                                              U




Limits:
        From: Loop 1604      U




        To:     Bexar/Comal County Line
                             U




Project Length: 7.9          U                                    U   miles

Project Scope: The 281 North Project consists of the re-construction of approximately 7.9 miles of existing US
                         U




281 from a four lane at-grade highway to a six lane controlled access tolled expressway with frontage roads. US
281 is currently a four lane at-grade highway with a depressed grassed median. The 281 North Project will include
construction of a six lane tolled expressway (three north-bound main-lanes and three south-bound main-lanes) with
shoulders, ramps and auxiliary lanes. The south end of the 281 North Project includes stub outs for future Loop
1604 direct connectors. Toll collection will be achieved using electronic toll collection (ETC) gantries. Toll
gantries will be located on main lanes and ramps.

New four to six lane non-toll lanes (two to three lanes in each direction) will replace the current US 281 facility.
U




Additional, non-tolled north bound and south bound two lane overpasses at Red-land Road will also be provided.         U




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Tentative Letting Date: The Alamo RMA has approved the selection of the Design/Build team. The contract is
                        U




                        scheduled to be executed in July 2008.

Estimated duration of construction: Phase I, 3.5 miles, 977 days; Project Completion, 7.9 miles, 1,325
                                     U




                                    days.                                                         U




Estimate:

    Comprehensive Development Agreement (Fixed Price) $         U             328,469,406   U




    Contingency                                       $         U              16,423,470   U




    CDA Proposal Stipend                              $         U                 325,000   U




    Toll System Integration                           $         U              10,550,000   U




    Utility Adjustment                                $         U              15,500,000   U




    Right-of-Way Acquisition                          $         U              69,500,000   U




    Hazardous Materials Mitigation                    $         U                 500,000   U




    Transponder Marketing/Distribution                $         U               4,610,000   U




    Management, Oversight, Quality Acceptance         $         U              22,992,858   U




    Development Cost & Infrastructure                 $         U               2,000,000   U




    Total Project Cost                                $                       470,870,734




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                                  Pass-Through Financing Project
                              Scope and Estimate Documentation Form

The information requested in this section is covered in the Alamo RMA’s Design/Build Comprehensive Development
Agreement. Due to volume (approximately 500 pages) the document has not been included in the written application
but is provided electronically on CD. The information included in the Agreement was developed in accordance with the
guidelines shown below.



                    Referenced Manuals, Standards, and Guidelines
                 Roadway Design Manual. Specifically, the roadway geometric design shall be in accordance with the
                 latest English edition of the TxDOT Roadway Design Manual. These standards shall be used for each
                 of the design elements described in Section 11.3 (Geometric Design of Roadway Elements), unless
                                                      U             U




                 otherwise noted.
                 Other Design Criteria. Unless otherwise specified in this Contract Documents, the roadway design
                 shall be governed by latest TxDOT policies, specifications, standards, manuals, guidelines, and
                 technical memoranda, including all addenda, supplements, and revisions thereto. Generally, the design
                 shall comply with the criteria established by the Alamo RMA, TxDOT, and AASHTO Guidelines. The
                 latest version at time of Agreement execution of these references shall be used unless otherwise
                 specified.
                 When no particular standard or criterion is specified in the Contract Documents, then the following
                 hierarchy of standards will apply:
                         Alamo RMA
                         TxDOT
                         AASHTO
                         Applicable local public agency standards
                 Specific References Cited in this Section:
                         AASHTO A Policy on Geometric Design of Highways and Streets
                         AASHTO Roadside Design Guide
                         TxDOT Standard Specifications for Construction and Maintenance of Highways,
                         Streets, and Bridges, adopted by TxDOT on June 1, 2004.
                         TxDOT Hydraulic Design Manual
                         TxDOT Roadway Design Manual
                         TxDOT Toll Plaza Design Directives Manual
                         TxDOT Access Management Manual
                         Americans with Disabilities Act of 1990 (ADA), as amended (42 USC §§12101, et
                         seq.).and the Texas Accessibility Standards (“TAS”).


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                   In all cases desirable values will be used. Minimum values may only be used with approval by
                   the Alamo RMA. The Design/Builder must provide justification for the usage of any
                   minimum standard. Justification based solely on cost or schedule will not result in approval.
 




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                                    Pass-Through Financing Project
                                Scope and Estimate Documentation Form
U   Proposed Design Criteria
    (Cite Chapter, Section and key figures from the appropriate design manuals)

        1. Roadway:
        2.   Pavement:
        3.   Structures;
        4.   Traffic:
        5.   Pedestrians/Cyclists:
                                           (e.g. AASHTO Bike Guide, AASHTO Ped. Guide, TAS, ADAAG)

Summary of Existing Elements
U




A. Existing typical section
   1. No. of traffic lanes                     2. Lane Width                  3. Shldr. Width
   4. Median width                             5. Curb & gutter     [ ] yes     [ ] no

    B. Existing bridge data (including bridge-class culverts

          Stream/                                                                           Clear
          Hwy/RR                Structure      Structure        Date of       Sidewalk     Roadway        Sufficiency
           Name        Str. #    Length          Type           Const.         Width        Width           Rating




C. Existing cross drainage culvert data
                                    Number of                                                          Type
           Station                    Barrels                                 Sizes             (Shape & Material)



D. Existing Stream data
   1. Will channel work be required?              [ ] yes [ ] no
             If yes, linear feet disturbed?                  Permits needed?      [ ]yes    [ ] no
             If bridge foundations must be drilled in channel or stream bed, how will drilling rigs gain access? (e.g.,
             cofferdams, drilling pads, or access roads)
    E. Existing ROW data
        1. Existing ROW width
        2. Estimated number of land owners
        3. Predominant land use


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                                   Pass-Through Financing Project
                               Scope and Estimate Documentation Form
F. Existing Highway-Railroad (RR) grade crossings
         1. Owner of RR(s):
         2. Type of RR crossing surface material             [ ]concrete      [ ] rubber              [ ] wood
         3. Type of warning devices:                         [ ] passive      [ ] cantilever          [ ] flashing lights
                                                             [ ] lights & gates [ ] mast signals
         4. Do opportunities exist for consolidating or closing RR crossings?               [ ] Yes       [ ] No
         5. Is there a highway-RR grade crossing adjacent (i.e., within about 500 feet)      [ ] Yes      [ ] No
               to a signalized highway intersection?

U   Advanced Project Development Elements

A. Surveying
    1. Status of aerial photography: [ ] complete [ ] in progress               [ ] not started [ ] N/A
    2. Status of field surveys:      [ ] complete [ ] in progress               [ ] not started

B. Schematic development
     1. Schematic status
        a. Percent complete _______%
        b. Approval authority: [ ] FHWA                   [ ] TxDOT-DES [ ] TxDOT-District
     2. Comments

C. Environmental Commitments & Issues
     1. Anticipated type of environmental document required     [ ] CE                     [ ] EA[ ] EIS
     2. Has environmental document been approved? [ ] Yes [ ] No
         Status
     3. Office responsible for preparing environmental document
     4. Public Involvement conducted to date:


D. Potential Environmental Impacts
    1. Historical/Archeological sites
    2. Disruption of Schools/Neighborhoods
         3. Agricultural or Recreational Lands
         4. Air/Water Quality
         5. Potential hazardous material sites
         6. Wetlands, Streams, Lakes, Floodplains
         7. Social, economic, environmental justice
         8. Endangered Species
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      9. Located within a Coastal Zone
      10. Adverse effects of noise

                                Pass-Through Financing Project
                            Scope and Estimate Documentation Form
Proposed Right Of Way & Utility Elements

A. Right of way elements
   1. Proposed Usual ROW width
   2. Is additional ROW required?            [ ] Yes     [ ] No
   3. Are easements required (drainage or construction)? [ ] Yes            [ ] No
   4. Is control of access proposed?          [ ] Yes    [ ] No
   5. Have ROW map/plats/descriptions been prepared for parcels?             [ ] Yes      [ ] No
   6. Is relocation assistance required?      [ ] Yes    [ ] No
   a. Number of residences
   b. Number of businesses
    c. Other improvements
    7. Comments

B. Major utility facilities - Preliminary utility inventory

                                                          Crossing or
                 Utility               Type                Parallel?                   Describe Potential Conflict




Proposed Roadway Design Elements
A. Functional classification:
    [ ] Freeway            [ ] Arterial         [ ] Major Collector     [ ] Minor Collector    [ ] Local

B. Highway type:
    [ ] Urban              [ ] Suburban         [ ] Rural
    [ ] Freeway            [ ] Frontage Road    [ ] Multilane Road      [ ] Two-lane Road

C. Proposed Scope:
    [ ] Mobility Corridor (5R)                  [ ] 4R/New Construction       [ ] 3R        [ ]2R
D. Terrain:                [ ] Level            [ ] Rolling




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                             Pass-Through Financing Project
                         Scope and Estimate Documentation Form
E. Traffic

                                  Existing     %            ADT               ADT                 ADT
            Roadway                ADT       Trucks    (letting year)      (open year)        (design year)

    Data Source:

F. Design criteria
   1. Posted Speed: ________________ Design Speed: _________
   2. Minimum horizontal curve radius: _________
   3. Superelevation emax: ________
                          B   B




   4. Minimum K values for vertical curves: Sag       Crest
   5. Grades: Minimum                 Maximum

G. Are design exceptions/waivers anticipated? [ ] Yes          [ ] No
   If yes, what design elements?

H. Compaction Method proposed for Embankment? [ ] OC [ ] DC

I. Pavement Design
   1. Proposed pavement type:           [ ] Rigid        [ ] Flexible
   2. Status of Pavement Design Report approval:

Proposed Hydraulic Elements
A. Is the design of any special drainage facility required?      [ ] Yes        [ ] No
   If yes, explain

B. Are any of the communities (county/city/town) participating in the National Flood Insurance Program
    (NFIP)?           [ ] Yes     [ ] No
    If yes, have the appropriate Flood Plain Administrators (FPA) been notified?    [ ] Yes      [ ] No
    Names / Communities)

C. Does any part of the project cross any of these Special Flood Hazard Areas (SFHA)? Check
    all that apply:
    [ ] Zone A
    [ ] Zone AE (A1-30) Zone AO
    [ ] Zone AH
    [ ] Zone V
    [ ] Zone VE (V1-30)




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                               Pass-Through Financing Project
                           Scope and Estimate Documentation Form
D. Is there any existing development in the floodplain, or adjacent to the ROW but not in the floodplain, that may
    be impacted at any stage by changes (no matter how small) brought about by the project? [ ] Yes [ ] No

 E. Proposed Hydraulic Design Frequency (check appropriate boxes)

  Functional Classification and Structure                            Design Frequency
  Type                                                                    (years)
                                                            2        5      10     25            50
   Freeways (main lanes)
      Culverts
      Bridges

   Principal arterials

      Culverts
      Small bridges
      Major river crossings
  Minor arterials and collectors
  (including frontage roads)
      Culverts
      Small bridges
      Major river crossings
   Local roads and streets (off-system projects)
      Culverts
      Small bridges
   Storm drain systems
      Interstate and controlled access Highways
           (main lanes)
             Inlets and drain pipe
             Inlets for depressed roadways
      Other highways and frontage
             Inlets and drain pipe
             Inlets for depressed roadways
   Other ___________________________
     Notes:         1. Table shown above is in the TxDOT Hydraulic Design Manual
                    2. Shaded boxes denote recommended design frequencies.

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                               Pass-Through Financing Project
                           Scope and Estimate Documentation Form
Proposed Traffic Operations Elements

A. Is signalization proposed?                       [ ] Yes        [ ] No
    If yes, are traffic signals warranted?          [ ] Yes        [ ] No
    At which intersections are signals proposed?

B. Is safety lighting proposed?                     [ ] Yes        [ ] No
    If yes, where? ?

C. Is continuous lighting proposed?                 [ ] Yes        [ ] No
    If yes, where?

D. Are Intelligent Transportation System (ITS) items proposed?                   [ ] Yes[ ] No

Proposed Miscellaneous Elements
A. Geotechnical exploration
    Is geotechnical exploration needed for any of the following (mark all that apply)? RoadwayBridge

    [ ] Roadway      [ ] Bridge       [ ] Retaining/Noise wall     [ ] Storm Drain      [ ] Other

B. Will all requirements of the Americans with Disabilities Act Accessibility Guidelines (ADAAG), Texas
    Accessibility Standards (TAS) and related rules be met? [ ] Yes            [ ] No

C. Are railroad agreements needed? [ ] Yes          [ ] No If yes, where?

D. Are airway/highway clearance permits required?                [ ] Yes[ ] No




                               Please see next page for additional information to be
                              provided by the applicant as attachments to this form.




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                             Pass-Through Financing Project
                         Scope and Estimate Documentation Form
Attachments to be provided by the applicant:

   1. Project location map (drawn to scale) showing proposed alignments and approximate locations for the
      following items:
      a. Roadway centerline
       b. Bridges and bridge class culverts (>20’ along roadway centerline)
       c. Retaining or sound walls
       d. Storm drain systems
       e. Potential environmental issues (e.g. natural habitat, wetlands, cemeteries, historic features,
          contaminated sites)
       f. Railroad crossings
      g. Major utility crossings
      h. Signals and lighting
      i. Anticipated ROW acquisition

   2. Existing and Proposed Typical Sections for roadways and bridges including the following items at a
      minimum:
      a. Lane, shoulder, median and speed change lane widths
      b. Cross slopes and side slopes
      c. Provisions for pedestrians and bicyclists
      d. Provisions for parking
      e. Pavement layer thickness and composition (e.g. subbase, base, surface course)
      f. Horizontal Clearance
      g. ROW limits

   3. Pavement Design Report (signed and sealed by licensed engineer)

   4. Typical sections for major phases of construction traffic control.

   5. Detailed cost estimate (if available) or basis for the cost estimate provided

   6. If project is proposed as a toll facility, provide the following:
      a. Description and/or layout of the segments to be tolled, and those that will not be tolled,
      b. Estimated revenue to be collected from tolled segments during the first ten years of operation, and
      c. Breakdown of estimated costs for tolled and non-tolled segments.




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                               Attachments




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                           Attachment No. 1
                          Resolution No. 07-27




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                        Attachment No. 2
                           SA_BCMPO
                 Minutes for Agenda Item 9 and 10




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                           Attachment No. 3
                          Resolution No. 07-29




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                           Attachment No. 4
                          Resolution No. 08-03




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                           Attachment No. 5
                          Resolution No. 08-09




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                         Attachment No. 6
                 Texas Transportation Commission
                       Minute Order 111257




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                           Attachment No. 7
                         Resolution No.


                       To Be Add June 11, 2008




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                                                         Board Memorandum

                          To: Alamo Board of Directors
                          From: Milo Nitschke
                          Thru: Terry M. Brechtel, Executive Director

                          Copies: File
BOARD OF DIRECTORS
                          Date: June 4, 2008
DR. WILLIAM E. THORNTON
CHAIRMAN
                          Agenda Item: 8 Discussion and appropriate action on a request for
M. CRISTINA RODRIGUEZ
VICE-CHAIR                $92,400,000 from Texas Mobility Funds, being the remainder of
                          previously allocated public equity, to the Texas Department of
REYNALDO L. DIAZ, JR.
SECRETARY/TREASURER       Transportation for the 281 North project
JESSE F. JENKINS, P.E.
                          On May 29, 2008, the Texas Transportation Commission authorized a grant of
HENRY R. MUNOZ, III       $19,800,000 from Texas Mobility Funds to the Alamo RMA, representing the first
                          allocation of allocated public equity under the San Antonio Bexar County MPO
JAMES R. REED             financial plans.
ROBERT S. THOMPSON
                          This action would formally request the Texas Transportation Commission to approve,
                          in equal payments of $46.2 million annually, the remainder of the public equity in
TERRY M. BRECHTEL         Fiscal Year 2009 and Fiscal Year 2010.
EXECUTIVE DIRECTOR

                          These dates and allocations are being considered in the Alamo RMA financing
                          structure.

                          Staff recommends approval of this resolution.




                                                       Alamo Regional Mobility Authority
                                                16500 San Pedro, Ste 350 San Antonio, Texas 78232
                                                       (210) 495-5256 (210) 495-5403 Fax
                                                              www.AlamoRMA.org
                GENERAL MEETING OF THE BOARD OF DIRECTORS
                                 OF THE
                   ALAMO REGIONAL MOBILITY AUTHORITY

                                  RESOLUTION NO. 08-19

WHEREAS, the Alamo Regional Mobility Authority (“Alamo RMA”) was created pursuant to
the request of Bexar County and in accordance with provisions of the Transportation Code and
the petition and approval process established in 43 Tex. Admin. Code § 26.01, et. seq. (the
“RMA Rules”); and

WHEREAS, the Board of Directors of the Alamo RMA has been constituted in accordance with
the Transportation Code and the RMA Rules; and

WHEREAS, the 281 North Project was identified as one of the Alamo RMA’s initial projects in
the petition to form the Alamo RMA; and

WHEREAS, on February 28, 2008, the Commission approved Minute Order No. 111257
authorizing the removal from the state highway system and transfer to the Alamo RMA of the
portion of US 281 comprising the roadway and associated right of way from Loop 1604 to the
Bexar/Comal county line, subject to the approval of the Governor; and

WHEREAS, on March 19, 2008, the Governor approved the transfer to the Alamo RMA of the
portion of US 281 comprising the roadway and associated right of way from Loop 1604 to the
Bexar/Comal county line; and

WHEREAS, the San Antonio-Bexar County Metropolitan Planning Organization previously
allocated up to $112,220,000 in Texas Mobility Funds for future use on the 281 North Toll
Project; and

WHEREAS, on December 3, 2007, the San Antonio-Bexar County Metropolitan Planning
Organization approved the use of up to $112,220,000 in Texas Mobility Funds allocated to the
region for future use on the 281 North Toll Project; and

WHEREAS, pursuant to Chapter 370 of the Texas Transportation Code and the rules appearing
in 43 Tex. Admin. Code § 27.50 et. seq. (the “Toll Equity Rules”), a regional mobility authority
may submit to TxDOT a request for financial assistance to be used in connection with the
development, construction, operation, and maintenance of turnpike projects; and

WHEREAS, in accordance with Section 27.53 of the Toll Equity Rules, the Alamo RMA
previously submitted to TxDOT a request for $112,220,000 in Texas Mobility Funds to fund the
281 North Project from Loop 1604 to the Bexar/Comal County line; and

WHEREAS, on March 27, 2008 and May 29, 2008, the Texas Transportation Commission
(“Commission”) gave preliminary and final approval to the award by TxDOT of a grant financial
assistance in an amount of $19.8 million to be used to fund costs of preliminary engineering,
right-of-way acquisition, and other related project costs for the 281 North Toll Project; and

WHEREAS, in Resolution No. 08-16 the Alamo RMA Board of Directors approved the form of
Financial Assistance Agreement with TxDOT reflecting the terms of the grant of the $19.8
million in financial assistance; and

WHEREAS, the Alamo RMA now desires to submit an additional request for financial
assistance seeking the remaining balance of the $112,220,000 in Texas Mobility Funds that were
previously allocated for use on the 281 North Toll Project by the San Antonio-Bexar County
Metropolitan Planning Organization.

NOW THEREFORE, BE IT RESOLVED, that the Alamo RMA Board of Directors hereby
approves the submission to TxDOT of an Application for Financial Assistance pursuant to the
Toll Equity Rules in the amount of $92,400,000; and

BE IT FURTHER RESOLVED, that the Chairman and Executive Director are authorized to
execute such documents as are necessary to submit the Application for Financial Assistance to
TxDOT on behalf of the Alamo RMA; and

BE IT FURTHER RESOLVED, that Alamo RMA staff and consultants are authorized to take
such actions as are necessary to prosecute the Application for Financial Assistance and to
negotiate the terms of a Financial Assistance Agreement which shall be subject to the approval
of the Board of Directors.

Adopted by the Board of Directors of the Alamo Regional Mobility Authority on the 11th day of
June, 2008.

Submitted and reviewed by:                               Approved:


____________________________                             ____________________________
Terry M. Brechtel                                        William E. Thornton
Executive Director for the Alamo                         Chairman, Board of Directors
Regional Mobility Authority                              Resolution Number 08-19
                                                         Date Passed 06/11/08
    San Antonio, Bexar County, Texas
Request for Toll Equity Financial Assistance




                June 11, 2008
                    Alamo Regional Mobility Authority
                     San Antonio, Bexar County, Texas
              Request for Financial Assistance for Toll Facilities
Name and Address:        Alamo Regional Mobility Authority (Alamo RMA)
                         16500 San Pedro Avenue, Suite 350
                         San Antonio, Texas 78232

Contact Person:          Terry M. Brechtel, Executive Director
                         Phone: 210-495-5256
                         Fax: 210-495-5403
                         tbrechtel@alamorma.org


Legal Counsel:           C. Brian Cassidy
                         Locke Lord Bissell & Liddell LLP
                         100 Congress Ave. Ste 300
                         Austin, TX 78701
                         Phone: 512-305-4855
                         Fax: 512-391-4855
                         bcassidy@lockelord.com

Eligibility

The Alamo RMA is an independent governmental agency created at the request of the Bexar County
Commissioners Court and approved by the Texas Transportation Commission in December 2003, to
accelerate needed transportation projects in Bexar County. Bexar County Commissioners Court
authorized the Bexar County Judge to file a petition to the Texas Transportation Commission to create the
Alamo RMA on August 12, 2003. The Texas Transportation Commission (“Commission”) granted its
approval on December 18, 2003. Bexar County’s petition to the Commission identified several potential
projects to be undertaken by the Alamo RMA.

In accordance with Chapter 370 of the Texas Transportation Code and Title 43 Chapter 27 Subchapter E
(Financial Assistance for Toll Facilities) of the Texas Administrative Code, the Alamo RMA submits this
request for a grant of financial assistance to be used in the development, construction, acquisition of right-
of-way, operation, and maintenance of the Alamo RMA’s first project, the 281 North Toll Project (the
“281 North Project”). The Alamo RMA, in accordance with SB792 has negotiated a market valuation
with TxDOT and presented the business terms incorporated for such purpose for approval by the Alamo
RMA Board of Directors and the San Antonio – Bexar County Metropolitan planning Organization (SA-
BCMPO). On October 24, 2007, the Alamo RMA Board of Directors approved Resolution No. 07-27 to
accept the market valuation analysis and business terms for the 281 North Project (Attachment No. 1,
Resolution No. 07-27). On December 3, 2007 the Alamo RMA presented: (i) the business terms
incorporated into the market valuation study; and (ii) a request for toll equity financing for four projects;
to the San Antonio – Bexar County Metropolitan Planning Organization Commissioners. The
presentation included a request for the allocation of $112.2 million for the 281 North Project. The
minutes of the meeting reflect that the SA-BCMPO Commissioners approved: agenda item number 9,
“…approve the initial toll rates and escalation methodology for Alamo RMA toll projects as presented”;
and agenda item number 10, “… approve the projects identified in the Statewide Mobility Program, and
allocate Category 2 (Texas Mobility Funds) as requested by the Texas Department of Transportation and
the Alamo Regional Mobility Authority” (Attachment No. 2 SA-BCMPO Minutes for Agenda Item 9 and

                                                      1
10). On December 4, 2007, the Alamo RMA Board of Directors approved Resolution No. 07-29 to
exercise its right of first refusal to develop the 281 North Project as provided in Senate Bill 792
(Attachment No. 3, Resolution No. 07-29). On May 29, 2008

This request is consistent with SA-BCMPO Transportation Policy Board’s action taken on December 3,
2007 to allocate $112.2 million Category 2, Texas Mobility Funds to the 281 North Project. On January
9, 2008 the Alamo RMA Board of Directors authorized the Alamo RMA Executive Director to take such
actions as are necessary to accelerate access up to $19 million of the $112.2 million to pursue the
development, construction, acquisition and access to right-of-way, operations, maintenance, and to
facilitate timely completion of the 281 North Project (Attachment No. 4, Resolution No.08-03).

On February 13, 2008 the Alamo RMA Board took action to approve Resolution No. 08-09 to request a
grant of financial assistance in the amount of $112,220,000 to be delivered to the Alamo RMA as follows:

        $19,000,000              March 31, 2008
        $46,610,000              October 1, 2008
        $46,610,000              October 1, 2009

In accordance with the Alamo RMA Board Action of February 13, 2008, and Section 27.53 of the toll
equity rules, the Alamo RMA submitted a grant request for $112,220,000 to fund the Alamo RMA’s
281 North Project from Loop 1604 to the Bexar/Comal county line. The 281 North Project is
planned to include construction of a six-lane tolled expressway with shoulders, ramps, and auxiliary
lanes. Four to six lanes of new non-tolled frontage roads are anticipated to be constructed.

On May 29, 2008 the Texas Transportation Commission approved Minute Order 111359 to grant final
approval of financial assistance for the Alamo RMA in the amount of S19.8 million to be used to fund
costs of the 281 North Project, and directs the executive director to implement the actions authorized
and required by those provisions

On June 11, 2008 the Alamo RMA Board will take action on Resolution No.08-19 to submit a request for
a grant of financial assistance for the remaining amount of $92,420,000 out of the initial $112,220,000
grant request to be delivered to the Alamo RMA as follows:

        $46,210,000              October 1, 2009
        $46,210,000              October 1, 2010

Project: The 281 North Project consists of the re-construction of approximately 7.9 miles of existing US
281 from a four lane at-grade highway to a six lane controlled access tolled expressway with frontage
roads. US 281 is currently a four lane at-grade highway with a depressed grassed median. The 281 North
Project will include construction of a six lane tolled expressway (three north-bound main-lanes and three
south-bound main-lanes) with shoulders, ramps and auxiliary lanes. The south end of the 281 North
Project includes stub outs for future Loop 1604 direct connectors. Toll collection will be achieved using
electronic toll collection (ETC) gantries. Toll gantries will be located on main lanes and ramps.

New four to six lane non-toll frontage roads (two to three lanes in each direction) will replace the current
US 281 facility. Additional, non-tolled north bound and south bound two lane overpasses at Red-land
Road will also be provided.

Location: The 281 North Project is located in northern San Antonio, Bexar County, Texas and extends
approximately 7.9 miles north of Loop 1604 on US Highway 281 to the Bexar/Comal County Line.


                                                      2
Purpose: The purpose of the 281 North Project is to: (1) improve safety within the US 281 corridor, (2)
enhance mobility and traffic flow efficiency, (3) deliver and implement 281 North Project improvements
in an expeditious manner, and (4) improve air quality.

In recent years, vehicular traffic on US 281 has increased dramatically. This growth has resulted in a
rapid increase in congestion, a related decrease in safety and mobility, and worsening air pollution.
Traffic volume on US 281 from Loop 1604 north to Stone Oak Parkway has increased from 8,600
vehicles per day in 1980 to 91,000 vehicles per day in 2004. Traffic volumes from Stone Oak Parkway to
Bulverde Road for this time period increased from 7,381 to 68,828 vehicles per day, and from Bulverde
Road to Borgfeld at the Bexar/Comal County line increased from 6,061 to 44,851 vehicles per day. The
existing roadway is functionally obsolete. It was not designed to accommodate the current high traffic
volume thus producing daily travel delays with accompanying increases in accidents and injuries to
persons and property.

281 North Project improvements are proposed to alleviate the deficiencies noted above. Cumulatively,
the 281 North Project traffic planning will accommodate the US 281 corridor current and future traffic
needs. Safety improvements include replacement and construction of shoulders to current prescribed
State and Federal Highway Design Standards; implementation of grade separations to separate cross-
traffic from through traffic; separation of conflict of access points between local traffic and through traffic
using a controlled-access facility which would eliminate direct driveway access to the US 281 main lanes;
and the reduction of speed differential rate by separating local trips from through trips.

Mobility and traffic flow efficiency improvements include improved roadway capacity; implementation
of an expressway system separated from parallel non-toll lanes; improved access for local traffic with
reduced conflict points; enhanced access to the City of San Antonio International Airport and decreased
travel time to the central business district, and implementation of other operational improvements on US
281.

Utilization of tolls in the overall financing of the 281 North Project will enable financing for the
construction of this critically needed improvement 281 North Project in an expeditious manner to serve
the needs of the local community and the traveling public. While the 281 North Project is listed in the
Metropolitan Transportation Plan Update, Mobility 2030, funding from traditional sources is not
sufficient to construct the 281 North Project. Improvements to US 281 are needed to resolve critical
safety and capacity issues.


Design Features: The re-construction of US 281 from Loop 1604 to the Bexar/Comal County Line shall
be planned, designed, and constructed with a goal of minimizing costs associated with 281 North Project
tie-in and future extensions while limiting disruptions to traffic during current and future construction.

At a minimum the following elements shall be constructed:

    1. Complete build-out including all main lanes, frontage roads, ramps, shoulders, median, drainage, safety
       and tolling structures from Loop 1604 north to the Bexar/Comal County Line a distance of 7.9 miles
       open to traffic within 5 years.
    2. Interim tie-in to existing US 281 north of Stone Oak Blvd for opening of the southern 3.5 miles of
       the 281 North Project open to traffic within 3 years.
    3. Re-construction, re-striping, re-signing to existing US 281 (both within and beyond 281 North
       Project limits) as required to meet design requirements.


                                                      3
    4. Signals, lighting, and signage within the 281 North Project limits.
    5. Utility relocations within the 281 North Project limits.
    6. Noise Mitigation Walls as identified in the EA.
    7. Sidewalks as identified by the Alamo RMA.
    8. Bus Pads as required by VIA Metropolitan Transit.
    9. Stub outs for future Direct Connectors at Loop 1604.
Estimated Capital Cost: The estimated 281 North Project capital cost is approximately $472.30 million
plus $133.17 million for capitalized interest during construction, funding for future professional fees for
future road projects, and financing transaction costs for an estimated total cost of $605.54 million. 281
North Project financing anticipates utilizing funds derived from the issuance of bonds, funding from
TxDOT, San Antonio-Bexar County Metropolitan Planning Organization, TIFIA financing, right-of-way
and other in-kind contributions from TxDOT and interest earned on construction fund balances.

Development Schedule: The 281 North Project will be developed through a design/build comprehensive
development agreement as allowed under Texas law and as advocated by Federal policy. The
development schedule is set forth below:


                         281 North Project Development Schedule
            Date                                     Description Of Event
    August 7, 2007           Receipt of Federal Highway Administration FONSI
    August 30, 2007          Posting of FONSI in the Texas Register.

    September 18, 2007 Request for Qualifications (RFQ) released for developer teams
                       Alamo Regional Mobility Authority (Alamo RMA) Board
                       approved the short-list of three teams to participate in the Request
    October 24, 2007
                       for Detailed Proposals phase of the design/build Comprehensive
                       Development Agreement (CDA) process
    December 6, 2007   RMA submits TIFIA Letter of Interest
                       Initial meeting with TIFIA representatives and approval to
    January 14, 2008
                       proceed with submission of the application.
    March 20, 2008     Responses to Request for Detailed Proposals are due
    May 14, 2008       RMA Board approves selection of best-value design/build team
    June 10, 2008      Final GEC Engineering Report is Due
    June 11, 2008      RMA Board approves design/build contract
    June 11 2008       US 281 Traffic and Revenue (T&R) Study Final Report
                       Receipt of Bond Rating Agency preliminary indication of senior
    June 11, 2008
                       lien bonds investment grade credit rating
    June 13, 2008      TIFIA application submitted
    June 19, 2008      T & R Peer Review is complete
                       TIFIA oral presentation (Depending on schedules, this
    June 23, 2008
                       presentation could move to the week of July 7).

                                                    4
    August 25 & 26,
                       Bond Rating Presentations and Bond Insurer Presentations
    2008
    August 28, 2008    US Transportation Secretary Approves TIFIA Loan
    September 16, 2008 Bond Pricing
    October 14, 2008         Bond & TIFIA Delivery and Closing
    October 14, 2008         RMA issues Notice to Proceed
    October 14, 2008         Commence Construction
    June 18, 2011            Partial project opening; Loop 1604 to Marshall section (977 Days)
    August 18, 2011          Revenue Collections Begins
    May 31, 2012             Project completion (1,325 Days)
    September 28, 2012 Project Final Acceptance

       Plan of Finance: The plan of finance includes utilization of funds derived from the issuance of
       senior lien revenue bonds, interim financing through the use of bond anticipation notes
       (BANs), subordinate lien TIFIA financing, Texas Department of Transportation (TxDOT) toll
       equity funding, other liens obligations inferior to senior lien and subordinate lien bonds, TxDOT
       pass-through financing assistance, TxDOT Transportation Assistance Bonds, and interest earned
       on construction fund balances. The funds will be used to: (1) construct the Project, (2) repay a
       portion of outstanding loans, (3) pay a portion of the cost of studying, evaluating and designing
       additional projects within the jurisdiction of the Alamo RMA, (4) fund capitalized interest, (5)
       fund the debt service reserve, (6) pay bond insurance, (7) provide working capital for the Alamo
       RMA, (8) fund a portion of the major capital repair and replacement fund, and (9) pay transaction
       finance costs. The subordinate lien BANs will provide interim financing for the 281 North
       Project and are expected to be refinanced from the proceeds of additional senior lien
       bonds, additional junior lien bonds, additional subordinate lien bonds, the TIFIA bonds or
       other lawfully available sources.

The Alamo RMA plans to issue bonds in September 2008 and close on all financing in early October
2008. The estimated Sources and Uses of Funding are estimated below:


         Sources of Funds:
                                                                                  Total 281
                                                  Funding        Contributed    North Project
                                                Requirement        Capital          Cost
         TxDOT Previous Funding                                  $46,000,000      $46,000,000
         Senior Lien Bonds                       $178,155,556                    $178,155,556
         TIFIA Subordinate Lien Bonds             178,156,579                     178,156,579
         TxDOT Toll Equity                        112,220,000                     112,220,000
         TxDOT Pass-Through Financing             118,000,000                     118,000,000
         Interest Earned on Construction Fund      12,051,386                      12,051,386
         Bond Premium/(Discount)                    7,735,638                       7,735,638
             Total                               $606,319,159    $46,000,000     $652,319,159



                                                  5
          Uses of Funds:
          ROW                                       69,500,000     $32,000,000      101,500,000
          Environmental , Engineering, Planning
          And surveying                                              8,000,000        8,000,000
          Stone Oak 281 North Project Contract                       6,000,000        6,000,000
          Construction                             402,870,735                      402,870,735
          Professional Services & Operating
          Fund                                      27,353,263                       27,353,263
          Debt Service Reserve Fund                 17,815,556                       17,815,556
          Capitalized Interest                      68,390,271                       68,390,271
          Financing/Bond Insurance Costs            19,614,437                       19,614,437
             Total                                $605,544,262     $46,000,000     $651,544,262

Financing Terms: Alamo RMA requests the remaining financial assistance grant in the aggregate
amount of $92,420,000 with transfers of $46,210,000 to be delivered annually to the Alamo
RMA on or about October 1, 2009, and October 1, 2010.

Statement of Unencumbered/Unreserved Funds on Hand or Latest Audited Financial Statement:
The Alamo RMA’s audited comprehensive financial report for the period ending September 30, 2007 is
attached as Attachment 5.

Bond Rating: The Alamo RMA has not issued bonds and has no outstanding bonds. A bond sale has
been scheduled for September 2008. A presentation will be made to TIFIA in June 2008, and formal
bond rating presentations and request for a published public bond rating from the bond rating agencies in
August 2008. A preliminary bond rating indication of investment grade rating for the senior lien bonds is
scheduled for June 11, 2008.

Toll Collection system: The Alamo RMA will utilize a toll collection system that is interoperable with
that of TxDOT.

Alamo RMA Board Resolution Authorizing Submission of this Application: Attachment                  is a
copy of the Alamo RMA Board Resolution No. 08-19 which authorizes the Executive Director to take
action to request a grant of financial assistance from TxDOT in the aggregate amount of $92,420,000.

Alamo RMA Binding Commitment Regarding Environmental Impact and Compliance with Local,
State, and Federal Environmental Laws, Regulations, and Requirements: TxDOT has secured
environmental clearance in the form of a Finding of No Significant Impact (FONSI) for the 281 North
Project. Environmental clearance and all associated authority for implementing the proposed
improvements will be transferred to the Alamo RMA. The Alamo RMA and TxDOT will coordinate all
necessary updates to the environmental documentation, identify all necessary permits from the
appropriate federal and/or state agencies, resolve all current and future issues and honor all commitments
made during the process of securing environmental clearance for the 281 North Project.

During construction the Alamo RMA will assume all liability and responsibility for the safe and effective
maintenance and operation of the 281 North Project, which will be affirmed in the Project Development
Agreement. As provided in the Project Development Agreement, re-dedication of the non-toll lanes to
TxDOT operations will occur when substantially complete.

Binding Commitment of the Alamo RMA Regarding Implementation of All Environmental
Permits, Issues, and Commitments (EPIC): TxDOT has secured environmental clearance in the form
of a Finding of No Significant Impact (FONSI) for the 281 North Project. Environmental clearance and

                                                    6
all associated authority for implementing the proposed improvements will be transferred to the Alamo
RMA. The Alamo RMA and TxDOT will coordinate all necessary updates to the environmental
documentation, identify all necessary permits from the appropriate federal and/or state agencies, resolve
all current and future issues and honor all commitments made during the process of securing
environmental clearance for the 281 North Project.

During construction the Alamo RMA will assume all liability and responsibility for existing and future
EPIC including obtaining all environmental permits and approvals and for compliance with all federal and
state environmental laws, regulations, and policies applicable to the highway and related improvements
which will be affirmed in the Project Development Agreement. As provided in the Project Development
Agreement the re-dedication of the non-toll facilities to TxDOT operations will occur when substantially
complete.

Litigation and/or Conflicts: On February 26, 2008, two groups joined as plaintiffs to file
litigation challenging the environmental approval for the 281 North Project. The filing came on
the last possible day prior to expiration of the applicable limitations period for such challenges.
In general the plaintiffs (Aquifer Guardians in Urban Areas (AGUA) and Texans United for
Reform and Freedom (TURF)) have alleged that the grant of environmental approval was
improper under NEPA and the Endangered Species Act. The case was filed in federal district
court in San Antonio, and a scheduling order has been entered which requires all summary
judgment pleadings to be filed by August 8, 2008. While there is no deadline for the court’s
decision, the Alamo RMA is hopeful that the court will rule in the fall of 2008. In addition to the
Alamo RMA (through its Executive Director, Terry Brechtel), the named defendants are the
FHWA and TxDOT (through its executive Director, Amadeo Saenz). All defendants have
indicated their intent to vigorously defend against the claims and to seek a speedy resolution of
the case.

Documentary Evidence of Community Involvement in Development of the Proposed 281 North
Project: The 281 North Project was originally developed by the TTA division of TxDOT. Public
meetings, public hearings, and other community outreach were conducted by the TTA division during the
course of the environmental review process and other aspects of the project planning. Additional public
meetings and outreach activities have taken place as the 281 North Project development process has
continued. TxDOT, through its TTA division, has many of the documents related to the environmental
processes in its possession.

Supplemental Information and Data: The supplemental financial information is the based on the URS
Corp. Traffic & Revenue Report dated June 13, 2008, and the General Engineering Consultant Report
dated June 6, 2008. This information has been utilized to size the senior lien bonds, TIFIA financial
assistance, and the $112,220,000 Texas Mobility Funds to the 281 North Project. All numbers are
preliminary and subject to change upon receipt of the final bond pricing and bond market conditions.




                                                   7
Financial Feasibility Study

                              c.1.A. Construction Drawdown Schedule




                                               8
c.1.B. Analysis of the Expected Financing Period of the 281 North Project




                                                 9
c.1.B. Analysis of the Expected Financing Period of the 281 North Project (Continued)




                                                10
11
c.1.B. Analysis of the Expected Financing Period of the 281 North Project (Continued)




                                                12
c.1.B. Analysis of the Expected Financing Period of the 281 North Project (Continued)




                                                13
14
c. 1. C. i. ii. iii. iv. Pro Forma Annual Cash Flow Analysis

The pro forma cash flow analysis includes estimated revenues, debt service requirements, debt service
coverage, sources and uses of funds, funding of reserves, capitalized interest, and funding of 281 North
Project costs.




                                                   15
16
c. 1. C. i. ii. iii. iv. Pro Forma Annual Cash Flow Analysis (Continued)




                                                  17
c. 1. C. i. ii. iii. iv. Pro Forma Annual Cash Flow Analysis (Continued)


          Sources of Funds:
                                                                                 Total 281
                                                    Funding      Contributed   North Project
                                                  Requirement      Capital         Cost
          TxDOT Previous Funding                                 $46,000,000     $46,000,000
          Senior Lien Bonds                       $178,155,556                  $178,155,556
          TIFIA Subordinate Lien Bonds             178,156,579                   178,156,579
          TxDOT Toll Equity                        112,220,000                   112,220,000
          TxDOT Pass-Through Financing             118,000,000                   118,000,000
          Interest Earned on Construction Fund      12,051,386                    12,051,386
          Bond Premium/(Discount)                    7,735,638                     7,735,638
              Total                               $606,319,159   $46,000,000    $652,319,159

          Uses of Funds:
          ROW                                       69,500,000   $32,000,000    101,500,000
          Environmental , Engineering, Planning
          And surveying                                            8,000,000      8,000,000
          Stone Oak 281 North Project Contract                     6,000,000      6,000,000
          Construction                             402,870,735                  402,870,735
          Professional Services & Operating
          Fund                                      27,353,263                   27,353,263
          Debt Service Reserve Fund                 17,815,556                   17,815,556
          Capitalized Interest                      68,390,271                   68,390,271
          Financing/Bond Insurance Costs            19,614,437                   19,614,437
             Total                                $605,544,262   $46,000,000   $651,544,262




                                                   18
c. 1. D. description of the methods used in preparing the financial feasibility study, the assumptions
contained in the study, and persons and entities responsible for the preparations of the study

                                              Assumptions

Sources and Uses of Funds              Please see sources and uses of funds in above.

Construction Period:                   Phase 1 -- Segment of US 281 north from Loop 1604 to Marshall
                                       Road (3.50 Miles). Construction from October 2008 to June 2011
                                       (977 days). Open to traffic on June 2011.

                                       Phase 2 -- Segment of US 281 north from Marshall Road to
                                       Bexar/Comal County Line (4.40 Miles). Construction from
                                       October 2008 to June 2012 (1,325 days). Open to traffic on
                                       June2012.

Maturity:                              TIFIA Loan final maturity: 2048
                                       Senior Lien Bonds final maturity: 2048

Coverage:                              Senior Lien Bonds: 1.75 times
                                       Subordinate Lien TIFIA Loan: 1.15 times

Debt Service Reserve Fund:             10% of the senior lien bonds proceeds.

Expected Credit Rating                 Moody’s “Baa3”
                                       S&P      “BBB”

Bond Insurance:                        The Alamo RMA expects to utilize bond insurance.

Traffic & Revenue Study                URS Corp Final Traffic and Revenue Report dated June 13, 2008.

GEC Report                             GEC Report dated June 13, 2008.

Use of TxDOT Funding                   Right-of-Way (ROW) Acquisition and construction. Commence
                                       negotiations on ROW acquisition in June, 2008.

c. 1. E. Loan Financing:               The Alamo RMA is requesting that funding be in the form of a
                                       grant.

c. 1. F. Loan Financing:               Senior Lien Bonds       5.603%
                                       BANS                    3.640%
                                       TIFIA Loan              4.730%

c. 1. G. Anticipated benefits to the state and to the requestor resulting from the assistance.

This request is consistent with San Antonio – Bexar County Metropolitan Planning Organization (SA-
BCMPO) Transportation Policy Board’s action taken on December 3, 2007 to allocate $112.2 million
Category 2, Texas Mobility funds to the 281 North Project. On January 9, 2008 the Alamo RMA Board
of Directors authorized the Alamo RMA Executive Director to take such actions as are necessary to
accelerate access up to $19 million of the $112.2 million to pursue the acquisition of real property and to
facilitate timely completion of the 281 North Project.

                                                    19
On February 13, 2008 the Alamo RMA Board took action to approve Resolution No. 08-09 to request a
grant of financial assistance in the amount of $112,220,000 to be delivered to the Alamo RMA as follows:

        $19,000,000              March 31, 2008
        $46,610,000              October 1, 2008
        $46,610,000              October 1, 2009

In accordance with the Alamo RMA Board Action of February 13, 2008, and Section 27.53 of the toll
equity rules, the Alamo RMA submitted a grant request for $112,220,000 to fund the Alamo RMA’s
281 North Project from Loop 1604 to the Bexar/Comal county line. The 281 North Project is
planned to include construction of a six-lane tolled expressway with shoulders, ramps, and auxiliary
lanes. Four to six lanes of new non-tolled frontage roads are anticipated to be constructed.

On May 29, 2008 the Texas Transportation Commission approved Minute Order 111359 to grant final
approval of financial assistance for the Alamo RMA in the amount of S19.8 million to be used to fund
costs of the 281 North Project, and directs the executive director to implement the actions authorized
and required by those provisions

On June 11, 2008 the Alamo RMA Board will take action on Resolution No. 08-19 to resubmit a request
for a grant of financial assistance for the remaining amount of $92,420,000 out of the initial $112,220,000
grant request to be delivered to the Alamo RMA as follows:

        $46,210,000              October 1, 2009
        $46,210,000              October 1, 2010

The funding that is requested is consistent the TxDOT schedule to allocate funds in the amounts shown
above for fiscal years 2008, 2009 and 2010. The Alamo RMA is requesting funds to be made available as
indicated above to enable the Alamo RMA to commence with the right-of-way acquisition.

In addition to the parcels of right-of-way previously acquired by TxDOT for the 281 North Project and
included in the PDA it is necessary to acquire and/or acquire access to an additional 37 parcels of land
aggregating to approximately 82 acres with an estimated cost of $68 million. As the Alamo RMA does
not have funds available until the sale of bonds, which is scheduled for September 2008, the initial
TxDOT funding of $19.8 million is beneficial to assure access to funds for the development, ROW
acquisition, construction, operation and maintenance of the Alamo RMA 281 North Project, and to assure
the design/builder has access to the parcels for road construction and the timely completion of the project.
The upfront funding availability is significant to the overall plan of finance. The successful funding of
the 281 North Project will provide for timely implementation of construction of 7.9 miles of the 281
North Project corridor. 281 North Project construction will enhance mobility and operation efficiency,
decrease congestion, increase safety, increase economic development opportunities, decrease travel time,
decrease air pollution, and enhance quality of life in this section of the Alamo RMA region. TxDOT
assistance is needed to provide a portion of the funds required to make the improvements, help lower the
cost of capital cost financing, and realize the benefits as previously mentioned. Without TxDOT funding
the timeline to make 281 North Project improvements and realize the benefits could be indefinitely
delayed.




                                                    20
c. 1. H. i. ii. iii & iv. Based on available information and analyses explain how the requested
financial assistance will expand the availability of funding for transportation projects, reduce state
costs, maximize private and local participation in financing projects, and improve efficiency of the
state’s transportation systems.

The Category 2, Texas Mobility Funds allocated to the Alamo RMA projects can leverage additional
project financing by a 3 to 1 ratio. That is, on average for each dollar of TxDOT funding the Alamo
RMA can design/build an additional three dollars of road (281 North Project: TxDot funding of $112.22
million leverages $      in senior lien bonds and TIFIA funding). The total estimated allocation of
$112.22 million will pay a portion of the 281 North Project cost of approximately $583.7 million..

c. 2. Project Impacts: See c. 2. A. through c. 2. C. below.

c. 2. A.: How is the 281 North Project consistent with the Statewide Transportation Plan and with
the metropolitan transportation plan

The Project is consistent with the State of Texas Mobility Plan, the San Antonio District Texas
Department of Transportation regional plans, and the San Antonio-Bexar County Metropolitan Planning
Organization Plan.

Since it was established in 2003, the Alamo RMA in coordination with TxDOT and the San Antonio –
Bexar County Metropolitan Planning Organization (“SA-BCMPO”) has identified approximately seventy
(70) miles of tolled lane network projects in Bexar County. SA-BCMPO is the metropolitan planning
organization for Bexar County and as such, operates under the Safe, Accountable, Flexible, Efficient
Transportation Equity Act: A Legacy for Users (SAFETEA-LU). SA-BCMPO was established in 1973
and is governed by a 19-member Transportation Policy Board comprised of State, regional and local
officials. SA-BCMPO’s purpose is to coordinate regional transportation planning with Bexar County, the
City of San Antonio, VIA Metropolitan Transit, TxDOT and other transportation providers in the Bexar
County region, and to approve the use of federal transportation funds within such region. The Alamo
RMA and TxDOT worked together to develop a list of potential projects (the “Regional Implementation
Program”), several of which had also been identified in the County’s petition to form the Alamo RMA,
and presented the Regional Implementation Program to the public and to SA-BCMPO in 2004. Pursuant
to certain requirements of the Texas Transportation Code, a RMA operating within the area of a
metropolitan planning organization must have its projects included within an approved metropolitan
planning organization plan and within the statewide transportation plan and statewide transportation
improvement program. The 2008 Project meets these requirements.

In 2005, SA-BCMPO approved amendments to its 2030 Transportation Plan and its Transportation
Improvement Program (collectively, the “Toll Road Plan”), which provide for the addition of new tolled
capacity to several existing roadway corridors in Bexar County. The amendments were made to
incorporate the Regional Implementation Program. The Toll Road Plan is intended to provide a means of
funding new roadway capacity additions through tolling. Subsequent changes and modifications may
reduce the scope and timing of the implementation of the proposed improvements within the Toll Road
Plan.

The current Transportation Improvement Program (TIP) covers fiscal years 2008 to 2011 and includes
roadway, transit, bicycle, pedestrian and rideshare projects that will be let to contract over the next three
years. The fiscal year 2008-2011 TIP was formally adopted by the Transportation Policy Board (TPB) on
April 23, 2007. Under the SAFETEA-LU transportation authorization bill, future TIPs will cover a period
of four years.


                                                     21
All new metropolitan transportation plans developed after July 1, 2007 are required to be consistent with
the new SAFETEA-LU planning guidance. Projects are consistent with the MPO’s long range
transportation plan “Mobility 2030” and other planning efforts such as the Alamo Regional Mobility
Authority’s Strategic Plan, VIA Metropolitan Transit’s Five Year Plan, TxDOT’s Statewide Mobility
Plan and the City of San Antonio’s Neighborhood Plans.

The TIP outlines a financially constrained program of federally assisted transportation projects that will
be implemented over a four-year period. These transportation improvement projects can be expected to
decrease accidents, reduce congestion, lower maintenance and operating costs, reduce air pollution,
conserve energy, and help maintain a high level transportation system beneficial to the entire area.

TIP planning activities for the transportation program concentrated within Bexar County, and a small
portion of Comal and Guadalupe Counties include a study area which encompasses over 1,200 square
miles. Nearly 80 percent of the population resides within the incorporated limits of San Antonio. This
area has experienced rapid growth and development which have contributed to increasing needs in
transportation.

c. 2. B.: If the project is in a nonattainment area, how the project will be consistent with the
Statewide Transportation Improvement Program, with the conforming plan and transportation
Improvement Program for the MPO in which the project is located (if necessary), and with the
State Implementation Plan.

Please see response to c. 2. A.

c. 2. C.: A preliminary description of any known environmental, social, economic, or cultural
resource issues, such as hazardous material sites, impacts on wetlands and other water resources,
endangered species, parks, neighborhoods, businesses, historic buildings or bridges, and
archeological sites.

On August 7, 2007 The 281 North Project received a Finding of No Significant Impact (FONSI). Notice
of issuance of FONSI was published in the Federal Register / Vol. 72, No. 168 that it has taken final
action by issuing licenses, permits, and approvals for US 281, north of San Antonio, beginning at Loop
1604 and heading north to Borgfeld Road in Bexar County in the State of Texas. The action taken by the
FHWA is described in the Environmental Assessment (EA) for the project, dated May 2007, in the
FONSI issued on August 14, 2007, and in other documents in the FHWA project records.

On February 26, 2008, two groups joined as plaintiffs to file litigation challenging the environmental
approval for the 281 North Project. The filing came on the last possible day prior to expiration of the
applicable limitations period for such challenges. In general the plaintiffs (Aquifer Guardians in Urban
Areas (AGUA) and Texans United for Reform and Freedom (TURF)) have alleged that the grant of
environmental approval was improper under NEPA and the Endangered Species Act. The case was filed
in federal district court in San Antonio, and a scheduling order has been entered which requires all
summary judgment pleadings to be filed by August 8, 2008. While there is no deadline for the court’s
decision, the Alamo RMA is hopeful that the court will rule in the fall of 2008. In addition to the Alamo
RMA (through its Executive Director, Terry Brechtel), the named defendants are the FHWA and TxDOT
(through its executive Director, Amadeo Saenz). All defendants have indicated their intent to vigorously
defend against the claims and to seek a speedy resolution of the case.




                                                   22
Attachments




    23
 Attachment No. 1
Resolution No. 07-27




         24
25
       Attachment No. 2
          SA_BCMPO
Minutes for Agenda Item 9 and 10




               26
27
28
29
30
31
32
33
34
35
36
37
38
39
 Attachment No. 3
Resolution No. 07-29




         40
41
42
 Attachment No. 4
Resolution No. 08-03




         43
44
 Attachment No. 5
Resolution No. 08-09




         45
46
47
        Attachment No. 6
Texas Transportation Commission
      Minute Order 111257




              48
49
50
51
  Attachment No. 7
Resolution No.


     To Be Add




         52
                                                         Board Memorandum

                          To: Alamo Board of Directors
                          From: Milo Nitschke
                          Thru: Terry M. Brechtel, Executive Director

                          Copies: File
BOARD OF DIRECTORS
                          Date: June 4, 2008
DR. WILLIAM E. THORNTON
CHAIRMAN
                          Agenda Item: 9 Discussion and appropriate action on selection of a co-
M. CRISTINA RODRIGUEZ
VICE-CHAIR                senior manager for the Alamo RMA 2008 Toll Revenue Bond Issuance
REYNALDO L. DIAZ, JR.
                          During May 2008, UBS provided notice to the Alamo RMA staff that they would no
SECRETARY/TREASURER
                          longer be involved with municipal and government bond markets.
JESSE F. JENKINS, P.E.
                          As a part of prior Board action, the Board had approved UBS to serve as co-senior
HENRY R. MUNOZ, III
                          manager for the 2008 Revenue Bond Issuance.
JAMES R. REED
                          At this time, staff is recommending Goldman Sachs & Co., a previously qualified
ROBERT S. THOMPSON        member of the Alamo RMA Investment Pool, to serve as co-senior manager for the
                          2008 Toll Revenue Bond Issuance.
TERRY M. BRECHTEL
EXECUTIVE DIRECTOR
                          Staff recommends approval of this resolution.




                                                       Alamo Regional Mobility Authority
                                                16500 San Pedro, Ste 350 San Antonio, Texas 78232
                                                       (210) 495-5256 (210) 495-5403 Fax
                                                              www.AlamoRMA.org
               GENERAL MEETING OF THE BOARD OF DIRECTORS
                                OF THE
                  ALAMO REGIONAL MOBILITY AUTHORITY

                                RESOLUTION NO. 08-20

WHEREAS, the Alamo Regional Mobility Authority (“Alamo RMA”) was created pursuant to
the request of Bexar County and in accordance with provisions of the Transportation Code and
the petition and approval process established in 46 Tex. Admin. Code § 26.01, et. seq. (the
“RMA Rules”); and

WHEREAS, the Board of Directors of the Alamo RMA has been constituted in accordance with
the Transportation Code and the RMA Rules; and

WHEREAS, the 281 North Project was identified as one of the Alamo RMA’s initial projects in
the petition to form the Alamo RMA; and

WHEREAS, the Alamo RMA plans to issue toll revenue bonds to assist in financing the
construction of the 281 North Toll Project; and

WHEREAS, in May, 2006, the Alamo RMA issued an RFQ for investment banking services;
and

WHEREAS, in Resolution No. 06-20 the Alamo Board of Directors approved a pool of
investment banking firms qualified to work on Alamo RMA project financings; and

WHEREAS, national firms included in the pool as approved by the Board of Directors were
Morgan Stanley, Goldman Sachs, Citigroup, and UBS; and

WHEREAS, Citigroup and UBS were subsequently selected as co-managers to provide
investment banking services in connection with the 281 North Toll Project; and

WHEREAS, UBS has closed its institutional municipal group and therefore is no longer able to
provide services to the Alamo RMA; and

WHEREAS, Alamo RMA staff recommends that Goldman Sachs replace UBS as a co-senior
manager for the Alamo RMA 2008 Toll Revenue Bond issuance in connection with the 281
North Project.

NOW THEREFORE, BE IT RESOLVED, that the Alamo RMA Board of Directors hereby
approves the selection of Goldman Sachs to replace UBS as a co-senior manager for the Alamo
RMA 2008 Toll Revenue Bond issuance in connection with the 281 North Project.
Adopted by the Board of Directors of the Alamo Regional Mobility Authority on the 11th day of
June, 2008.

Submitted and reviewed by:                               Approved:


____________________________                             ____________________________
Terry M. Brechtel                                        William E. Thornton
Executive Director for the Alamo                         Chairman, Board of Directors
Regional Mobility Authority                              Resolution Number 08-20
                                                         Date Passed 06/11/08
                               GEC ACTIVITIES REPORT
                               May 2008


There were several presentations made in May that supported the Alamo RMA’s
selection of CCI as the Best Value Proposer for the 281 North Project. This included
material for committee meetings, the May 14 Board Meeting, and press releases. With
the approval of the selection of CCI, the GEC and Alamo RMA staff began finalizing the
financial documentation for the Bond sale and TIFIA loan application including
revising the GEC report to include Proposal costs and schedule.

The GEC has also been preparing documents in support of toll collection
implementation. The documents would help structure agreements or request for
proposals for various aspects of customer service, toll collection, and violation
processing.


The following are specific 281 Project tasks for which the GEC is providing support to
Alamo RMA staff:

281 CDA Procurement Support Efforts:
  • May 9: Presentation to the Planning Committee
  • May 14: Board meeting
  • May 20: Discussions on Materials testing
  • May 22-May 28: Finalize/Conform Contract Documents
  • May 27: Zachry De-briefing
  • May 28: Transmit Conformed Documents to CCI
  • May 30: Met with CCI on Contract Terms
Remaining Schedule:
  1. June 11-July 1: Respond to comments from Public Meeting
  2. July 16- earliest possible contract execution date

Financing Support Efforts:
   •   May 15- Meeting to finalize Operations & Maintenance estimate
   •   May 15 - Updated Capital Cost Estimate per CDA contract
   •   May 23- Transmitted Draft Engineering Report for Rating agency info
   •   May 30- Transmitted updated Draft Engineering Report for TIFIA application
   •   May 21 – Presented Operations analysis of Sonterra Ramps based on T&R
       volumes
   •   May 23-30: Continued Peer Review of T&R report

Right of Way Acquisition Efforts:
   •   April 30 – Meeting at RMA to discuss ROW acquisition scope and fees


                                       Page 1 of 3
GEC Activities Report
May 2008


   •   May 5-8 – Provide support for ROW policy development
   •   May 19- Completed updated ROW costs estimates
   •   May 29 – RMA obtained funding from the Texas Trans Commission
   •   May 29-30– Reviewed TxDOT PDA exhibits to develop ROW transfer
       estimates

Misc Tolling/ Technical Support Efforts:
   •   May 13 – transmitted Draft Letter of Interest to Alamo RMA
   •   May 15- James Hofmann attended meeting on O&M

Community Relation Efforts:
   •   May 13-14:Supported RMA staff in the review and distribution of Press Releases
       for CDA selection
   •   May 29-30: Arranged Public Hearing advertisements/ Translated ads
   •   Coordinated with Alamo RMA staff to update mailing list and data base
   •   Development of comprehensive HOA calendar and events list for project area
   •   Translation of annual report begun

Design/Build Oversight Preparation Efforts:
   •   Ongoing: Developed organizational chart and labor schedule for Oversight
       activities to begin after Notice to Proceed is issued for 281.
   •   April 29 -30: Met with GEC subconsultants to discuss roles in oversight efforts
   •   May 1-May 16: Continued assessment of various data management systems
   •   May 16: met with ATSER on possible electronic data management system
   •   May 20: Discussion on OVT and IA lab roles




                                      Page 2 of 3
GEC Activities Report
May 2008




      281 North Project Development Schedule (Subject to Change)
       Date                                    Description Of Event

August 14, 2007         Receipt of Federal Highway Administration FONSI
August 30, 2007         Posting of FONSI in the Texas Register.
September 18, 2007 Request for Qualifications (RFQ) released for developer teams
                   Approved the short-list of three teams to participate in the
October 24, 2007   Request for Detailed Proposals phase of the design/build
                   Comprehensive Development Agreement (CDA) process
December 6, 2007   RMA submits TIFIA Letter of Interest
                   Initial meeting with TIFIA representatives and approval to
January 14, 2008
                   proceed with submission of the application.
March 20, 2008     Responses to Request for Detailed Proposals are due
May 14, 2008       RMA Board approves selection of best-value design/build team
June 10, 2008      Final GEC Engineering Report is Due
June 11, 2008      RMA Board approves design/build contract
June 11 2008       US 281 Traffic and Revenue (T&R) Study Final Report
                   Receipt of Bond Rating Agency preliminary indication of senior
June 11, 2008
                   lien bonds investment grade credit rating
June 13, 2008      TIFIA application submitted
June 19, 2008      T & R Peer Review is complete
                   TIFIA oral presentation (Depending on schedules, this
June 23, 2008
                   presentation could move to the week of July 7).
August 25 & 26,
                   Bond Rating Presentations and Bond Insurer Presentations
2008
August 28, 2008    US Transportation Secretary Approves TIFIA Loan
September 16, 2008 Bond Pricing
October 14, 2008        Bond & TIFIA Delivery and Closing
October 14, 2008        RMA issues Design/Build Notice to Proceed
                        Partial project opening; Loop 1604 to Marshall; revenue
June 18, 2011
                        collections begin (977 Days)
May 31, 2012            Substantial completion (1,325 Days)




                                        Page 3 of 3
Alamo Regional Mobility Authority
General Engineering Consultant Services
DBE and Local Effort Distribution (through 05/23/08)


Total Contracted (through 05/23/08)                    $      8,574,903.41
DBE Contracted (through 05/23/08)                  15% $      1,313,883.69

Total Costs (through 05/23/08)                                   $5,289,292
DBE Costs (through 05/23/08)                       19% $        996,603.36
Local Effort Costs (through 05/23/08)              93% $      4,922,026.73



SUPPORTING INFORMATION



DBE Effort Distribution (through 05/23/08)

                                           Contracted         Invoiced
Arias and Associates                     $    17,373.00   $      16,923.77
Muniz-Puente                             $     2,520.00   $       2,520.00
Poznecki-Camarillo & Associates          $ 223,864.00     $     142,845.49
RJ Rivera & Associates                   $ 748,402.44     $     573,797.61
Rodriguez Transportation Group           $ 101,450.00     $      66,923.49
Vickrey & Associates                     $ 170,479.50     $     170,479.50
Miscellaneous Vendors                    $    49,794.75   $      23,113.50
  Total                                  $ 1,313,883.69   $     996,603.36



Local Effort Distribution (through 05/23/08)

                                              Local           Non-local            Total       % Local
HNTB                                     $ 3,628,311.16   $     306,292.85    $ 3,934,604.01     92.22%
Subconsultants                           $ 1,293,715.57   $      60,972.18    $ 1,354,687.75     95.50%
 Total                                   $ 4,922,026.73   $     367,265.03    $ 5,289,291.76     93.06%




                                                                                                June 2008
DBE and Local Effort Distribution
Alamo Regional Mobility Authority
General Engineering Consultant Services

GEC TEAM WORK AUTHORIZATION STATUS - as of May 23, 2008
                                                                                                                 BUDGET STATUS
 Work
 Auth.                       Work Authorization - Description                                             Costs to be billed
                                                                                                                                                                                               REMARKS
  No.                                                                                       Amounts under through 05/23/08*    BALANCE        % COMPLETE
                                                                                             Commitment

 Project Management                                                                             $1,400,848       $1,274,965      $125,883

  1      General Engineering Services / Timeline                                                  $23,943           $23,943              $0     100%       Work Complete
  3      General Engineering Services / Implementation Planning                                   $24,508           $24,508              $0     100%       Work Complete
 9.1     Project Management                                                                     $1,327,764       $1,201,881      $125,883        91%       Ongoing Tasks - Management / Administration / Coordination
  10     General Engineering Assistance                                                           $24,633           $24,633              $0     100%       Work Complete

 Public Involvement Program                                                                     $1,336,363         $692,575      $643,788

  2      Phase 1 - Public Surveys & Key Messages                                                  $69,982           $69,982              $0     100%       Work Complete
  4      Phase 1A - Message Delivery & Media                                                     $292,160          $292,160              $0     100%       Work Complete
  11     Phase 1B - Public Involvement & Outreach                                                $261,366          $261,366              $0     100%       Work Complete
  13     Public Involvement Services                                                             $712,855           $69,067      $643,788        10%       Ongoing Tasks - Assistance with Public Involvement and Outreach for US 281

 TxDOT US281/Loop 1604 Project CDA Procurement                                                    $13,984           $13,984              $0

  5      Initial CDA Evaluation                                                                   $13,984           $13,984              $0     100%       Work Complete

 IH35 Project Development                                                                        $610,842          $610,842              $0

  6      Development of Work Plan and Schedule for IH35 Project                                   $24,611           $24,611              $0     100%       Work Complete
 9.5     IH 35 Toll Project - Phase 1                                                            $586,231          $586,231              $0     100%       Work Complete

 SH16 (Bandera Road) Project Development                                                        $2,773,539       $1,118,431     $1,655,108

 7/7.1   Development of Work Plan and Schedule, Data Analysis                                     $43,862           $43,862              $0     100%       Work Complete
 9.2     SH 16 Toll Project - Phase 1                                                            $624,350          $624,350              $0     100%       Work Complete
 9.6     SH 16 Toll Project - Phase 2                                                           $1,892,760         $301,702     $1,591,058       19%       Work on hold until further notice
  12     Bandera Road Community Working Group Process                                            $212,567          $148,517       $64,050        72%       Work on hold until further notice

 US281/Wurzbach Parkway Inter. Project Development                                              $1,265,587         $638,678      $626,909

 8/8.1   Development of Work Plan and Schedule for US281/WP Project                               $36,319           $36,319              $0     100%       Work Complete
 9.3     Wurzbach Parkway                                                                         $95,431           $95,431              $0     100%       Work tasks moved to 9.3F
 9.3F    Wurzbach Parkway and Interchange Project                                               $1,124,270         $497,361      $626,909        40%       Work on hold until further notice
 9.4     Wurzbach Parkway Preliminary Cost Study                                                    $9,567            $9,567             $0     100%       Work tasks moved to 9.3F

 281 Engineering Services                                                                       $1,173,740         $939,816      $233,924

  14     281 Toll Project: Procurement, GEC report, technical support                           $1,173,740         $939,816      $233,924        80%       TIFIA Application, Official Statement support; conformed CDA docs

                                                                   Project Summary Status       $8,574,903       $5,289,292     $3,285,611

            * Figures do not include outstanding subconsultant invoices




 AlamoRMA Board Summary Rpt05-08.xls                                                                            Page 1 of 1                                                                                                        6/4/2008
                              June 2008 Alamo RMA Calendar
    SUN        MON                TUE                  WED                  THU              FRI          SAT
1         2                  3                    4                   5                 6 Planning    7
                                                                                        Committee
                                                                                        Meeting

                                                                                        Finance
                                                                                        Committee
                                                                                        Meeting
8         9                  10                   11                  12                13            14
                                                  Alamo RMA Board
                                                  of Directors
                                                  Meeting – Noon at
                                                  VIA Community
                                                  Room


15        16 MPO Meeting –   17                   18 SAMCo “Let’s     19                20 Planning   21
          VIA Metro Center                        Rebuild America”                      Committee
          at 1:30 p.m.                            Luncheon – 11:30                      Meeting
                                                  a.m.
                                                                                        Finance
                                                                                        Committee
                                                                                        Meeting
22        23                 24                   25                  26 Texas          27 Team TX    28
                             J. Reed presenting                       Transportation    (Houston)
                             to the Phyllis                           Commission
                             Browning Sales                           meeting
                             Group
                                                                      Team TX Meeting
                                                                      (Houston)
29        30
                                 July 2008 Alamo RMA Calendar
    SUN        MON                TUE                  WED                  THU              FRI                  SAT
                             1 Responses to all   2                   3                 4                     5
                             comments and                                               Alamo RMA
                             questions , from                                           Offices Closed –
                             public hearing,                                            4th of July Holiday
                             posted on the
                             Alamo RMA
                             website
6         7                  8                    9                   10                11                    12
                                                  Alamo RMA Board
                                                  of Directors
                                                  Meeting – Noon at
                                                  TransGuide


13        14                 15                   16                  17                18 Planning           19
                                                                                        Committee
                                                                                        Meeting

                                                                                        Finance
                                                                                        Committee
                                                                                        Meeting
20        21                 22 792 Study         23                  24                25                    26
                             Commission
                             meeting in San
                             Antonio –
                             Convention Center

27        28                 29                   30                  31
          MPO Meeting –                                               Texas
          VIA Metro Center                                            Transportation
          at 1:30 p.m.                                                Commission
                                                                      (Wichita Falls)
                             August 2008 Alamo RMA Calendar
    SUN        MON                TUE        WED                THU              FRI          SAT
                                                                            1             2




3         4                  5          6                  7                8 Planning    9
                                                                            Committee
                                                                            meeting

                                                                            Finance
                                                                            Committee
                                                                            meeting

10        11                 12         13                 14               15            16
                                        Alamo RMA Board
                                        of Directors
                                        Meeting- noon at
                                        TransGuide
17        18                 19         20                 21               22 Planning   23
                                                                            Committee
                                                                            Meeting

                                                                            Finance
                                                                            Committee
                                                                            meeting
24        25 MPO Meeting –   26         27                 28 TTC Meeting   29            30
          VIA Metro Center                                 (Austin)
          at 1:30 p.m.


31

				
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