Board Meeting
October 1, 2004

11:00 a.m. – 1:00 p.m.

CAPCO Offices Board Room

2520 S. IH-35

Austin, Texas 78704

I. Chairman and Member Comments:

Chairman Wells thanked the members and the audience for attending.

Chairman Wells discussed the SAMCO Transportation Summit held on Wednesday, September 29, 2004 in San Antonio, Texas. Chairman Wells noted that the meeting was a good session, well attended.

Chairman Wells also thanked CAP METRO for the financial support they provide to the Board for the 2005 fiscal year.

Chairman Wells discussed an article that ran in the September 30th, 2004 San Antonio Express News concerning Union Pacific. Chairman Wells reminded the Board that Union Pacific is our partner, for better or worse, but the actions of the Board are not necessarily proscribed by what Union Pacific does or does not do.

Al Notzon stated that he was very pleased that Senator Hutchison’s bill regarding the Camino Real de los Tejas passed in both the House and Senate and is now on its way to the President.

Chairman Wells noted that the Democratic Nominee, Henry Cuellar, has been very gracious with his time and support concerning the Board’s mission.

II. Call to Order:

Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal Commuter Rail District Board was held on October 1, 2004. Chairman Wells called the meeting to order at approximately 11:23 a.m.

Participants:

• Gonzalo Barrientos
• Al Notzon
• Mariano Camarillo
• Carroll Schubert
• Sid Covington
• Daryl Slusher
• Fred Harless
• Tullos Wells

Tommy Adkisson, Sam Barshop, Gerald Daugherty, Dave Marsh, Timothy Tuggey and Jeff Wentworth were unable to attend. Other participants included Ross Milloy and Bill Bingham. Joe Morris attended in Senator Wentworth’s absence.

III. Approval of Minutes of August 6th Meeting:

The Members, upon a motion by Al Notzon and second by Sid Covington, unanimously approved the August 6th, 2004 meeting minutes.

IV. Committee Reports:

A. Freight Rail Relations Committee (FRRC):

Sid Covington stated that FRRC and TXDOT continues to work with Union Pacific. Mr. Covington noted that the report regarding the efforts of FRRC and TXDOT should available by the end of the month. Mr. Covington also stated that Mr. Phil Russell spoke, at great length, at the SAMCO meeting about the status of State Highway 130. At the SAMCO meeting, Mr. Russell also discussed the efforts to make the lower segments of the highway “rail friendly”.

B. Program Management Oversight Committee (PMOC):

Mariano Camarillo stated that the PMOC met this morning at 9:30, a quorum was present (Camarillo, Wells, Covington- and Notzon.) Mr. Camarillo stated that the PMOC discussion centered around document control services, which was previously presented to the Board. The Board asked PBS&J to prepare a work authorization concerning same. At the recommendation of Al Notzon, PSB&J was asked to look “reverse auction” services provided by a company located in San Antonio that Mr. Notzon had previously done business with. The report received from PBS&J determined that ATSER (a sub-contractor of PSB&J) was actually the best price. PBS&J recommended that ATSER be approved to provide document control services. Camarillo stated that it is the PMOC’s recommendation to approve Work Authorization #8, which will be discussed later in the meeting.

Mr. Camarillo also discussed “Attachment D – Work Authorization No. P&PE-1 – Planning & Preliminary Engineering Services: Phase 1, Alternatives Analysis and Conceptual Engineering – Contract for Engineering Services D-1 (P&PE-1).” Mr. Camarillo stated that the PMOC seeks two things: (1) approval to authorize Carter Burgess to begin work; and (2) authorization of up to $50,000 for the work performed by Carter Burgess.

A brief discussion ensued.

Mr. Camarillo then moved that the Board provide authorization to the PMOC to approve Attachment D – Work Authorization No. P&PE-1 – Planning and Preliminary Engineering Services: Phase 1 (the Carter Burgess contract) and that the amount of this work authorization be capped at $50,000.00.

The PMOC would recommend the P&PE contract to the Board and the Board would have before it the approval of the P&PE contract and ratification of work authorization No. P&PE-1. Mr. Covington seconded the motion. The Board unanimously approved the motion.

C. Public Information Committee (PIC):

Dave Marsh was unable to attend the meeting; however, Chairman Wells stated that we are in a holding pattern until some of the election process is over in November.

V. Discussion and Possible Action on the Creation of an Executive Committee of the Board:

Bill Bingham prepared a proposal on appointing an Executive Committee and what duties and functions that Executive Committee might fulfill. Mr. Bingham stated that the Executive Committee is appointed by the Board as opposed to all other committees, which are appointed by the Chairman. Mr. Bingham discussed the Board’s option to meet every other month and the Executive Committee meet in-between (every other month). Mr. Bingham briefly discussed possible bylaw amendments that would further describe the duties of an Executive Committee.

Chairman Wells asked the Board to think about how many people the Executive Committee should consist of, as well as names of potential Committee members. Chairman Wells asked the Board to send any comments/requests to Mr. Bingham so that Mr. Bingham can send out a proposed draft 10 days prior to the next Board meeting on November 5, 2004.

VI. Discussion and Direction to Executive Director of Possible Amendments to Statute Providing for Creation of Rail District (Board Member Terms):

Bill Bingham discussed his Memorandum to the Board entitled “Potential Amendments to the Statute Permitting Creation of the Commuter Rail District.” The memorandum addressed:

• Potential amendment to create staggered terms for board members so that all of the board positions do not expire at one time (2 year staggered terms v. 3 years staggered terms); and
• Potential amendment to permit the Rail District to conduct video conference or telephone conference meetings.

A brief discussion ensued.

VII.I. Contract Update and Possible Action for Alternatives Analysis and Preliminary Engineering Services:

Tom Shelton, Project Manager of Carter Burgess, and Allen Zreet, AIA, Associated Senior Project Manager of Carter Burgess, discussed the status of the proposed contract and presented “Transportation Choices Build Tomorrow’s Economy - Planning and Preliminary Engineering Services (RFQ 03052004).”

The presentation discussed the following:

• Guiding Theme – “Transportation Choices Build Tomorrow’s Economy”
• To accomplish mission, the District Needs:
• Locally Based, Top-Notch firms
  Carter & Burgess, Inc.
  Parsons Transportation Group, Inc.
  Jose I. Guerra, Inc. (HUB)
  Vickrey & Associates, Inc. (HUB)
  Raba-Kistner, Inc.
  WHM Transportation Engineering, Inc. (HUB)
  Hicks & Company (HUB)
  Capital Market Research
  Harris Miller Miller Hanson, Inc.
  R.L. Banks & Associates, Inc.
  Comprehensive, Multi-Discipline Expertise
• Established Relationships with UP Railroad
• Experience in Freight Rail Relocations for Commuter Rail Projects
• Established Working Relationships

VIII. Report from Carter-Burgess/Charles Heimsath on Theoretical Station Development (part of their presentation to the RFQ Evaluation Committee):

Charles Heimsath discussed economic impact and theoretical station development, such as:

• Project Work Plan & Schedule
• Facilities Planning: Station Planning/Design Issues
• Linking Land Use with Transportation
• Station Area Development Strategies
• Joint Development Strategies
• Economic Impacts
• Preliminary Engineering
• Critical Corridor Areas

Mr. Milloy requested Mr. Heimsath provide a copy of the written report of the hypothetical financial study of New Braunfels.

IX. Economic Development Report from Jon Hockenyos:

Jon Hockenyos advised the Board that PBS&J is nearing completion of its study concerning economic benefits of commuter rail. Mr. Hockenyos stated that it was his intent to (1) provide the Board with an outline of the structure of the study, (2) revisit the findings of the past Spring, and (3) their findings to date.

Mr. Hockenyos’ presentation “Economic Benefits of Commuter Rail – A Regional Prospective” discussed the following:

• Economic Implications Overview:
• Literature Classifies Benefits Into Three Categories
  Generative
  Redistributive
  Transfer
• Generative Benefits
• Economic Development falls into Generative Category
• Direct Economic Development Effects
• Additional Economic Development Effects
• Additional External Events
• Corporate recruitment
• Talent recruitment
• Tourism impact
• Measurement of Benefits
• Conclusions
• Transit-Oriented Development

A brief discussion ensued.

X. Document Control Discussion and Possible Approval:

Mr. Camarillo discussed Work Authorization No. 8 – Attachment D, Program Related Document Control Services – Contract for Engineering Services. Mr. Camarillo stated that document control services are one of the requirements of the PBS&J contract. Several months ago PBS&J brought their recommendation, ATSER, to the Board. In a subsequent meeting, Mr. Notzon’s suggested that Orbis, a “reverse auction” company, to see what the open marketplace might be able to provide in comparable services. As a result, the PMOC prepared an RFQ and at least 100 inquiries were received from various companies, but only 2 companies ultimately responded. A “Post-Auction Report” was provided to the Board. PSB&J’s recommendation is that ATSER’s services were far superior, as well as the fees.

Mr. Camarillo stated that it is the recommendation of the PMOC to approve Work Authorization #8. Because the motion was a Program Management Committee Report and Recommendation so it was a motion and second.

After a brief discussion, the motion was unanimously approved by the Board.

XI. Discussion and Possible Action on Resolution- Supporting Cap Metro’s Rail Plan:

The Board discussed “A Resolution in Support of the Capital Metro Commuter Rail Proposal,” concerning the Austin-San Antonio Intermunicipal Commuter Rail District supporting the Capital Metro Long-Range Transit Plan, specifically the operation of commuter rail between the City of Leander and the Austin Convention Center as recommended by Capital Metro Staff at the August 16th, 2004 Capital Metro Board meeting. Sid Covington moved that the Board approve the resolution with a change requested by Daryl Slusher. Mr. Covington’s motion was seconded by Carroll Schubert.

After a brief discussion, the motion unanimously passed, with Senator Barrientos abstaining.

XII. Financial Report:

Ross Milloy provided the Board with the following items for review and reference:

• 2004 Third Quarter Statement of Income and Billable Expenses; and
• Reconciliation Detail – Checking Account, Period Ending 09/30/2004.

XIII. Other Business:

Steve Lowry discussed a forum that Houston Metro is conducting at the end of the month (October 20-22, 2004). The President of Houston Metro has extended an invitation to the Board to participate and be involved as policy makers in this forum.

XIV. Public Comment:

There were no comments from the public.

XV. Adjourn:

There being no further items of business brought before the Board, Chairman Wells adjourned the meeting at 1:25 p.m.