Austin-San Antonio Intermunicipal Commuter Rail District Board Meeting
Friday December 2, 2005
10:00 A.M.

Activity Center
501 E. Hopkins
San Marcos, Texas 78666

1. Call to Order

   Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal Commuter Rail District Board was held on December 2, 2005. Chairman Covington called the meeting to order at approximately 10:08 A.M.

   Participants:

   • Sid Covington, Chairman
   • J. Tullos Wells, Vice Chairman
   • Tommy Adkisson
   • Gonzalo Barrientos
   • Lisa Birkman
   • Mariano Camarillo
   • Gerald Daugherty
   • Fred Harless
   • Dave Marsh
   • Al Notzon
   • Richard Perez
   • Carroll Schubert

   Betty Dunkerly and Tim Tuggey were unable to attend. Additionally, Joe Morris attended in Jeff Wentworth’s absence. Other participants included Ross Milloy, Bill Bingham and Alison Schulze.

2. Chairman and Member Comments

   Chairman Covington thanked the members and the audience for attending.

   Chairman Covington welcomed Ms. Lisa Birkman, Williamson County Commissioner, to the Board as the representative for Williamson County, which recently joined the Board. He also acknowledged Patty Eason, Councilmember from the City of Georgetown, which passed a resolution on November 22 to join the Rail District, and noted that on December 13, she will be officially named as a Board member. He mentioned that the City of San Marcos has on their December 7, 2005 agenda a resolution to join the Rail District.

   Chairman Covington also commented that Proposition 1, establishing the Rail Relocation Fund, passed and will have a positive impact on the District’s efforts.

3. Consider Approval of November 4 Board Meeting Minutes

   Upon a motion by Richard Perez and second by Gerald Daugherty, the members unanimously approved the November 4, 2005 meeting minutes.

4. Report on Status of Appointments to the Board and Administration of Oath of Office to Any Newly Appointed Board Members

   Bill Bingham reported to the Board that Lisa Birkman has signed the Oath of Office and is now an official Member of the Board (oath and statement attached). He also reported that there is one vacancy on the Board, an elected official that the Board may appoint to represent the municipalities that are not otherwise represented on the Board.

   Mr. Bingham pointed out that if appointed, the individual must be an elected member of one of the aforementioned municipalities. A discussion ensued clarifying the legal criteria for appointing the individual to the Board. The Board directed Ross Milloy to compile a list of cities to consider for the vacant position.

   Lisa Birkman Oath
   Lisa Birkman Statement

5. Report on Current Status of Alternatives Analysis and New Starts Application and Upcoming Key Decision Points

   Tom Shelton and Clif Davis of Carter-Burgess reported to the Board on the status of the Alternatives Analysis and New Starts Application, recapping the progress that has been made so far and outlining the entire process for the benefit of the new Board members. Ross Milloy reported that the Rail District received $2 million from the Federal government in the Transportation Appropriations Bill; also, discussions are underway with TxDOT on the use of transportation credits for the non-federal match..

   Mr. Shelton outlined the additional steps needed to complete the project and noted that there is much competition for Federal funding from other rail projects around the country, and emphasized that the New Starts application must be as competitive as possible when it is submitted. He emphasized the importance of ridership modeling in the New Starts process, and described modeling tasks that have been completed and tasks that are in progress.

   A brief discussion ensued regarding whether or not a ridership model can be created for a rail line on the east side of San Antonio. The Board directed staff to take the issue to the Project Management Oversight Committee for consideration.

6. Interim Report on Economic Impact Analyses of Potential Station Locations

   Charles Heimsath of Capitol Market Research reported to the Board on the status economic development feasibility analyses of the 15 potential station locations. He reported that 12 economic impact analyses have been completed and that the remaining 3 are expected to be completed within a month.

7. Consider and Take Appropriate Action on Interlocal Agreement for Seaholm Station Location Study

   Alison Schulze briefly reported to the Board that the Rail District, City of Austin and Capital Metro are joining forces to study location alternatives for the proposed rail station at the Seaholm site in downtown Austin. She recommended the Board authorize the Executive Director to execute an interlocal agreement with the City of Austin and Capital Metro to conduct the Seaholm station location study for a total cost of $76,736.47, with the Rail District’s share not to exceed $25,580.

   The members, upon a motion by Richard Perez and second by Fred Harless, unanimously approved and authorized the Executive Director to execute an interlocal agreement with the City of Austin and Capital Metro to conduct the Seaholm station location study and amend the Carter-Burgess contract to perform these additional services.

8. Consider and Take Appropriate Action on 2006 Goals

   Mr. Milloy reported on the Rail District’s 2006 Goals, which include trying to find alternative funding strategies, such as public/private financing. He also reported that pursuing higher speed rail Federal funding is another source worth pursuing, and that the ridership models must be completed to decide to continue the project.

   Other goals include completing the New Starts application, establishing interlocal agreements on tax increment financing for developing the total financing package, and securing another $1 million in Federal funding for Planning and Preliminary Engineering.

   Lisa Birkman noted that there is a need for outreach to governments and the general public in 2006. Al Notzon stated that an additional goal for 2006 should be to initiate an analysis of the rail corridor on the east side of the City of San Antonio. Upon a motion by Al Notzon and second by Tullos Wells, it was unanimously resolved to adopt the 2006 goals with the addition of the 2 goals suggested by members Birkman and Notzon.

9. Financial Report

   Mr. Milloy provided the Board with the following financial reports for the Board’s review and consideration:

   • 2005-06 Fiscal Year Budget – Locally Funded Expenses
   • 2005 3rd Quarter Statement of Billable Expenses
   • Reconciliation Detail: Checking Account, Period Ending 11/28/2005.

10. Legislative Update

    Bill Bingham reported that besides the previously mentioned $2 million appropriation, there were no other legislative items to report.

11. Other Business

    There were no other items of business brought before the Board.

12. Public Comment

    There were no comments from the public.

13. Adjourn

    Chairman Covington thanked the Members and the audience for their attendance and participation. There being no further items of business brought before the Board, Chairman Covington adjourned the meeting at 11:50 a.m.

Board Meeting
Friday, November 4, 2005
10:00 a.m.

AACOG Conference Room
8700 Tesoro
San Antonio, Texas 78217

1. Call to Order:

   Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal Commuter Rail District Board was held on November 4, 2005. Chairman Covington called the meeting to order at approximately 10:25 a.m.

   Participants:

   • Sid Covington, Chairman
   • Tommy Adkisson>
   • Gerald Daugherty
   • Betty Dunkerley
   • Fred Harless
   • Dave Marsh
   • Al Notzon
   • Richard Perez
   • Carroll Schubert
   • J. Tullos Wells

   Senator Gonzalo Barrientos, Sam Barshop, Mariano Camarillo and Tim Tuggey were unable to attend. Additionally, Joe Morris attended in Senator Jeff Wentworth’s absence. Other participants included Bill Bingham, Ross Milloy and Alison Schulze.

2. Chairman and Member Comments:

   Chairman Covington thanked the Members and the audience for attending.

   Chairman Covington also welcomed Mr. Richard Perez, San Antonio City Council Member, to the Board.

3. Consider Approval of September 9 Board Meeting Minutes:

   The Members, upon a motion by Tullos Wells and second by Gerald Daugherty, unanimously approved the September 9, 2005 meeting minutes.

4. Consider Approval of 2006 Board Meeting Calendar:

   The Members, upon a motion by Tullos Wells and second by Betty Dunkerley, unanimously approved the proposed 2006 Board Meeting Calendar and, as requested by Gerald Daugherty, moved the July 7, 2006 meeting to July 14, 2006. The approved calendar follows:

   • 01/13/06 – CAPCOG, Austin, Texas (10:00 a.m.);
   • 02/03/06 – AACOG, San Antonio, Texas (10:00 a.m.);
   • 03/03/06 – Activity Center, San Marcos, Texas (10:00 a.m.);
   • 04/07/06 – CAPCOG, Austin, Texas (10:00 a.m.);
   • 05/05/06 – AACOG, San Antonio, Texas (10:00 a.m.);
   • 06/02/06 – Activity Center, San Marcos, Texas (10:00 a.m.);
   • 07/14/06 - CAPCOG, Austin, Texas (10:00 a.m.);
   • 08/04/06 – AACOG, San Antonio, Texas (10:00 a.m.);
   • 09/08/06 – The Meeting Place, San Marcos, Texas (10:00 a.m.);
   • 10/06/06 – CAPCOG, Austin, Texas (10:00 a.m.);
   • 11/03/06 – AACOG, San Antonio, Texas (10:00 a.m.); and
   • 12/08/06 – The Meeting Place, San Marcos, Texas (10:00 a.m.).

   The Members discussed possible Executive Committee meetings for: February, April, June, August, October and December.

5. Report on Status of Appointments to the Board and Administration of Oath of Office to any Newly Appointed Board Members:

   Bill Bingham reported to the Board that Carroll Schubert and Richard Perez have signed Oath(s) of Office and are now official Members of the Board.

   Carroll Shubert Oath of Office

6. Consider Approval of Resolution of Support Endorsing Proposition 1 on November Ballot:

   Ross Milloy discussed and urged the Members to consider approving the proposed resolution of support endorsing Proposition 1 on the November ballot. Upon motion by Fred Harless, and second by Richard Perez, the Board unanimously approved the resolution.

   Resolution Endorsing Texas Rail Relocation and Improvement

7. CLOSED SESSION:

   Chairman Covington announced a brief recess pursuant to Section 551.071 of the Texas Open Meetings Act in order to consult with legal counsel on consultant contracts in a closed meeting. Covington invited the audience to wait for the Board to reconvene momentarily.

   The Board recessed at 10:41 A.M. and reconvened at 11:32 A.M. Attached is the Certified Agenda for the Closed Portion of the Meeting of the Board of the Austin-San Antonio Intermunicipal Commuter Rail District.

   Certified Agenda for Closed Meeting

8. Committee Reports:

   A. PMO Committee Meeting October 21, 2005:

   In Mariano Camarillo’s absence, Alison Schulze briefly reported to the Board regarding the PMO Committee meeting held Friday, October 21, 2005. Each of the Members was provided with “Meeting Summary” notes regarding said meeting.

   A brief discussion ensued.

9. Contracts:

   A. Consider and Take Appropriate Action on Work Authorization for TOD-based Demographic and Ridership Forecasts

   Ross Milloy briefly discussed proposed work authorization for TOD-based Demographic and Ridership Forecasts.

   Upon motion by Tommy Adkisson, and second by Fred Harless, the Board unanimously approved and authorized the staff to execute a work authorization for the proposed scope of work to conduct an analysis of potential ridership based on updated demographic forecasts and commuter rail service levels.

   B. Consider and Take Appropriate Action on Carter-Burgess Contract Amendment to Add Additional Subconsultants and Authorize Executive Director to Approve Revised Scope and Funding

   Bill Bingham briefly discussed the Carter-Burgess contract amendment to add an additional subconsultant, Public Financial Management, Inc. and authorize Executive Director to approve revised scope and funding.

   Upon motion by Tullos Wells, and second by Richard Perez, the Board unanimously approved and authorized contract amendment to add additional subconsultant and authorize Executive Director to approve revised scope and funding.

10. Report on Interlocal Agreement for Seaholm Station Location Study:

    Chairman Covington reported on the proposed joint planning group for the redevelopment of the Seaholm power plant in Downtown Austin. This will include the proposed central Austin rail station. Each of the Members were provided with a copy of a letter from Lee Walker, Chairman, Board of Directors of Capital Metro, to Chairman Covington regarding Capital Metro’s interest in this important project.

    Chairman Covington also noted that he will report back to the Board once the scope of work has been completed. Al Notzon thanked the City of Austin and Capital Metro for partnering with the Rail District on the study.

11. Consider and Take Appropriate Action on Annual Budget and 2005 Milestones/2006 Goals:

    Mr. Milloy provided the following reports for the Board’s review and consideration:

    • “2005-2006 Fiscal Year Budget - - Locally Funded Expenses: October 2005 through September 2006″;
    • ASACRD 2005 Achievements and Mileposts;
    • ASACRD 2005-6 Goals;
    • ASACRD 2005 Annual Report (draft);
    • Next Steps: 2006 Goals; and
    • Status of Rail District’s Federal Funds.

    A brief discussion ensued.

    Upon motion by Mr. Harless, and second by Mr. Perez, the Board unanimously approved the proposed 2005-2006 Fiscal Year Budget. The Board requested additional time to study the 2005-6 goals and asked that approval of the goals be delayed until the December meeting.

12. Consider and Take Appropriate Action on Negotiation of TIF Agreements and Related TOD Ordinances for Local Governments:

    Mr. Bingham discussed the Board’s need to consider and take appropriate action regarding negotiation of TIF agreements and related TOD ordinances for local governments. This is a part of the development of local funding alternatives and the Federal New Starts application.

    A lengthy discussion ensued.

    Upon motion by Mr. Wells, and second by Commissioner Adkisson, the Board unanimously approved authorizing its general counsel, McGinnis, Lochridge and Kilgore, to prepare drafts of tax increment financing and transit oriented development documents and assist local governmental entities in preparing and adopting such agreements and ordinances to support construction and operations for the Rail District, at a cost not to exceed $100,000.

13. Financial Report:

    Mr. Milloy provided the Board with the following financial reports for the Board’s review and consideration:

    • 2005 Third Quarter Statement of Billable Expenses; and
    • Reconciliation Detail: Checking Account, Period Ending 10/27/2005.

14. Legislative Report:

    There were no legislative items to report.

15. Other Business:

    There were no other items of business brought before the Board.

16. Public Comment:

    There were no comments from the public.

17. Adjourn:

    Chairman Covington thanked the Members and the audience for their attendance and participation.

    There being no further items of business brought before the Board, Chairman Covington adjourned the meeting at 12:10 P.M.

Board Meeting
Friday, September 9, 2005
10:00 a.m.

The Meeting Place
400 S. CM Allen Parkway
San Marcos, Texas 78666

1. Call to Order:

   Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal
   Commuter Rail District Board was held on September 9, 2005. Chairman Covington called the meeting to order at approximately 10: 14 a.m.

   Participants:

   • Sid Covington, Chairman
   • Tommy Adkisson
   • Gerald Daugherty
   • Betty Dunkerley
   • Fred Harless
   • Dave Marsh
   • Carroll Schubert
   • Tim Tuggey
   • Senator Jeff Wentworth

   Senator Gonzalo Barrientos, Sam Barshop, Mariano Camarillo, Al Notzon and
   Tullos Wells were unable to attend.

   Other participants included Bill Bingham. Additionally, Alison Schulze attended in Ross Milloy’s absence.

2. Chairman and Member Comments:

   Chairman Covington thanked the Members and the audience for attending.

3. Approval of Minutes of June 3rd Meeting:

   The Members, upon a motion by Commissioner Daugherty and second by Fred Harless, unanimously approved the June 3, 2005 meeting minutes.

4. Report on Status of Appointments to the Board and Administration of Oath of Office to any Newly Appointed Board Members:

   Bill Bingham reported that the only change was the City of Austin’s appointment of Councilman Betty Dunkerley, who has taken the oath and signed the required forms (replacing Councilman Slusher).

   Chairman Covington welcomed Councilman Dunkerley and thanked her for her attendance.

5. Report on 2005 Milestone and 2006 Goals:

   Chairman Covington briefly discussed the draft report on 2005 Milestones and 2006 Goals as prepared by Ross Milloy. Covington requested input from the Board on the draft reports.

6. Legislative Update:

   Mr. Bingham discussed the following three (3) items that were passed by the last session of the legislature:

   • Rail Relocation Funding Bill, which will require a constitutional amendment in November to become effective/funded;
   • In August, Congress passed a Transportation Funding bill, which had been
     discussed for year (this project is a recognized project in the bill); and
   • Senator Wentworth and Senator Barrientos sponsored and passed Senate
     Bill 182, which accomplishes two (2) things: (i) staggers the terms of the board members as new members are appointed; and (ii) establishes the ability of the board to conduct routine meetings by video or telephone conference.

   A brief discussion ensued.

7. Consider Approval of Contract Amendment to Planning and Preliminary Engineering

   Contract to Add Economic Analysis of Proposed Station at FM 3009:

   Alison Schulze discussed the proposed contract amendment to the PP&E contract, which adds the economic analysis for the proposed station that was added as part of the LP A at FM 3009 (to be prepared by Capital Market Research, a sub-consultant on the PP&E Team led by Carter & Burgess).

   After a brief report/presentation by Charles Heimsath, with Capital Market Research, concerning the status of the economic impact analysis, Schulze recommended that the Board approve an amendment to the PP&E contract for Capital Market Research to conduct an economic impact analysis of the proposed station at FM 3009.

   A lengthy discussion by the Board ensued

   Upon motion by Dave Marsh and second by Tim Tuggey to approve the contract amendment to the Planning and Preliminary Engineering Contract to Add Economic Analysis of Proposed Station at FM 3009, the Board unanimously approved the motion.

8. EXECUTIVE SESSION: Report and Consultation with General Counsel on Consultant Contracts:

   Chairman Covington announced a brief recess pursuant to Section 551.071 of the Texas Open Meetings Act in order to consult with legal counsel in a closed meeting. Covington invited the audience to wait for the Board to reconvene momentarily.

   • The Board recessed at 10:45 A.M. and reconvened at 11 :22 A.M. Attached is the Certified Agenda for the Closed Portion of the Meeting.

9. Committee Reports:

   A. Program Management Oversight Committee Reports Including Recommendation on New Starts Application:

   Schulze reported there had been three (3) PMOC meetings (06/01/05, 06/17/05, and 07/15/05) and provided summaries of each meeting in the Board packet. Additionally, Schulze stated that a summary of the July 13th Staff meeting with FTA was also included in the Board packet.

   Bingham reported that two (2) consultant contracts will expire September 30, 2005. Bingham’s report was that Milloy recommended that the Board extended those contracts through March 31, 2006 - which is adequate to finish the New Starts Application - without any additional funding other than what is called for in the original contracts.

   Upon Senator Wentworth’s motion, and Harless’ second, for the adoption of the two (2) attached resolutions: (i) concerning contract for engineering services under ASAICR-l with Post, Buckley, Scheh and Jernigan d/b/a PBS&J; and (ii) concerning contract for engineering services under ASAICR-2 with Carter & Burgess, Inc., the Board unanimously passed the motion.

   B. PBS&J. Program Management and Engineering Services:

   There was no report by PBS&J.

   C. Carter-Burgess. Planning and Preliminary Engineering Services:

   There was no report by Carter-Burgess.

10. Briefing on Potential Interlocal Agreements for Study of Seaholm Station Locations:

    Covington said this agenda item was meant as an information-only item for the Board.Covington reported that the study of Seaholm Station locations is on-going and he hopes to have an interlocal agreement ready to review and approve at the next meeting.

    Covington added that he believes the Seaholm area is a very important area of the City of Austin and it is imperative that it be done properly.

11. Financial Report:

    Mr. Milloy prepared and provided the Board with the following financial information! documents:

    • “Reconciliation Detail - Checking Account, Period Ending 09/30/2005″; and
    • 2005 Second Quarter Statement of Income and Billable Expense.

12. Other Business:

    Covington announced the resignation of Catherine Robinson, of the Corridor Council, and presented her with a framed certificate of appreciation.

    There were no other items of business brought before the Board.

13. Public Comment:

    Wilda Won announced that Texas Register Today published notification that there is a public hearing on the Texas State Rail Plan on September 23rd at 10:00 a.m. at the Greer Building.

    The Public comment period will be open until October 10,2005.

14. Adjourn:

    Chairman Covington thanked the Members and the audience for their attendance and participation.

    There being no further items of business brought before the Board, Chairman Covington adjourned the meeting at 11:45 A.M.

15. CERTIFIED AGENDA FOR THE CLOSED PORTION OF THE MEETING OF THE BOARD OF THE AUSTIN-SAN ANTONIO INTERMUNICIP AL COMMUTER RAIL DISTRICT

    The Board of the Austin-San Antonio Intermunicipal Commuter Rail District entered into closed session pursuant to Government Code Section 551.071 to discuss the following topic(s):

    • Consult with legal counsel regarding consultant contracts with PBS&J and Carter & Burgess, Inc.

    Prior to conducting the closed portion of the meeting, the presiding officer announced that a closed meeting would be held and identified the section or sections of the Open Meetings Act under which the closed meeting is to be held.

    At the beginning of the closed meeting, the presiding officer announced the date, time
    and subject of the closed meeting.

    During the closed meeting, the following subject(s) was subject to deliberation:

    • Consultation with legal counsel regarding the consultant contracts with PBS&J and Carter & Burgess, Inc.

    No action was taken during the closed meeting and any further action taken is reflected in the official minutes of this meeting.

    At the end of the closed meeting, the presiding officer announced the closed meeting was: ended and the date and time.

    Certified by the presiding officer of the Board of the Austin-San Antonio Intermunicipal Commuter Rail District on this the 9th day of September, 2005.

    RESOLUTION BY THE BOARD OF DIRECTORS OF AUSTIN SAN ANTONIO INTERMUNICIPAL COMMUTER RAIL DISTRICT

    RESOLVED, that the Executive Director is authorized to enter into an agreement to extend the contract for engineering services under ASAICR-l with Post, Buckley, Scheh and Jernigan, d/b/a PBS&J until March 31, 2006 without any increase in amounts payable under any work authorization.

    Dated this the 9th day of September, 2005.

    RESOLUTION BY THE BOARD OF DIRECTORS OF THE AUSTIN SAN ANTONIO INTERMUNICIPAL COMMUTER RAIL DISTRICT

    RESOLVED, that the Executive Director is authorized to enter into an agreement to extend the contract for engineering services under contract ASAICR-2 with Carter & Burgess, Inc. and the work authorization no. P&PE-1 until March 31, 2006 without any increase in amounts payable under the work authorization.

    Dated this the 9th day of September, 2005.