Alamo Regional Mobility Authority Board of Directors Meeting Agenda Packet for December 18, 2014

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BOARD OF DIRECTORS

JOHN CLAMP

CHAIR

GAVINO RAMOS REYNALDO L. DIAZ, JR.

VICE CHAIR SECRETARY/TREASURER

TOMMY CALVERT, JR. RAMIRO CAVAZOS JOHN MONTFORD DAVID STARR

DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, December 18, 2014

Agenda Item 2: Approval of minutes from the Board of Directors Meeting on November 20, 2014.

Alamo RMA staff requests appropriate action regarding approval of the minutes from the November 20, 2014 Board of Directors Meeting.

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Alamo RMA Board of Directors Meeting Minutes for November 20, 2014 Page 1 of 6

BOARD MEETING Thursday, November 20, 2014, 3:00 p.m.

San Antonio River Authority, Board Room 100 E. Guenther Street

San Antonio, Texas 78204

Minutes 1. Call meeting to order. Chairman Clamp called the meeting to order at 3:25 p.m.

Members present: John Clamp, Reynaldo Diaz, Tommy Calvert, Jr., and David Starr. Members absent: Gavino Ramos, John Montford, Ramiro Cavazos

2. Approval of minutes from the Regular Board of Directors Meeting of October 16,2014.

T. Calvert made motion to approve the minutes as presented to the Board of Directors. D. Starr seconded the motion. All voted in favor.

3. Executive Director’s Report David Smith presented.

A) Monthly Status Report on General Engineering Consultant (GEC) WorkAuthorizations

Negotiations and preparation of the Master Agreements are complete for the two General Engineering Consultant contracts.

Currently, there are five open Work Authorizations (WA) with HNTB under their existing General Engineering Services contract.

• Work Authorization No. 18: General Public Involvement Support - Work this monthon the community relations effort included:

1. Drafted materials related to the status of the EIS2. Coordinated print advertising3. Planned timing of future grassroots outreach efforts4. Coordinated with NE Neighborhood Alliance for a presentation

• Work Authorization No. 20: US 281 GEC Engineering Services and EnvironmentalSupport – Work this month included preparation of estimated US 281 Operationsand Maintenance Costs.

• Work Authorization No. 21: Loop 1604 GEC Engineering Services – No work thismonth.

• Work Authorization No. 24: US 281/Loop 1604 Interchange – No work this month.

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Work Authorization No. 27: US 281 Investment Grade Traffic and Revenue Study - Work this month on the Investment Grade T&R study included:

1. Coordinated with Alamo RMA and Estrada Hinojosa2. Coordinated with Alamo Area MPO regarding the latest version of the 2020 and

2040 networks and databases3. Socioeconomic review and coordination with independent socioeconomist4. Developed the base year model

B) Monthly Update on US 281/ Loop 1604 Interchange Project• Project is 100% complete. Final Acceptance letter was sent January 31, 2014, still

waiting on TxDOT and FHWA concurrence.• Settlement documents have been sent to Williams Brothers, currently waiting on

final approval.

C) Monthly Update on US Hwy 281 Environmental Impact Statement• Work Authorization No. 4B: Design Schematic for the Preferred Alternative and

Environmental Impact Statement - Work this month included:1. Continued project management and coordination tasks2. Responded to comments on the 411on281 Website and US 281 email account3. Monitored social media4. Updated the EIS schedule5. Began development of the Biological Assessment6. Revised the Schematic per TxDOT comments

• Work Authorization No. 5: Right-of-Way Mapping - Work this month included:1. Continued preparation of the preliminary ROW plan sheets2. Continued analyzing individual parcel boundaries where ROW takes are proposed3. Continued writing Metes and Bounds descriptions for individual ROW takes4. Submitted draft preliminary Parcel 1 documents for review5. Coordinated with TxDOT ROW Division

D) Monthly Update on Loop 1604 Environmental Assessment• Work Authorization No. 5: Environmental Assessment – Work this month

included:1. Continued project management, coordination, and administration tasks2. Continued development of the 1604 project website3. Continued drafting the Environmental document including initiation of the Noise

Analysis and initiation of the Impact Assessment4. Began addressing comments for the Traffic Analysis5. Began the IH 10 Interchange Access Justification Report6. Investigated IH-10 drainage flows and reviewed locations of detention basins and

water quality basins7. Prepared and submitted 60 percent schematic

The report was accepted by the Alamo RMA Board of Directors as presented.

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4. Discussion and appropriate action regarding approval of Supplement No. 1 toWork Authorization No. 4B and Supplement No. 1 to Work Authorization No. 5 forpreparation of the additional Biological Assessment documentation requested byUSFWS for the US 281 EIS at no additional cost to the Alamo RMA. (ReneeGreen) Renee Green presented

Additional documentation has been requested by the US Fish and Wildlife Service aspart of the Environmental Clearance process for US 281. The additional items of worknecessary will augment the information contained in the Biological Evaluation andresubmit the document as a Biological Assessment (BA). Scope items are alsoincluded to support formal consultation with US Fish and Wildlife. Additional requiredfunding will be transferred from Work Authorization No. 5 due to the availability ofunused previously authorized funds resulting in no additional cost to the Alamo RMA.The delay will add six months in order to complete the BA.

Question by D. Starr: Will there be an impact on the delivery date for the US 281 EIS?Response by R. Green:

Question by T. Calvert: Any lawsuits that will cause a delay?Response by R. Green: When the EIS process was started five years ago it was donewith the assumption that a lawsuit will happen. As a result the consultant has kept avery detailed administrative record of the EIS. The issue is that the Federal HighwayAdministration will issue the record of decision and will also be the entity that will haveto defend the decision on the EIS. Unfortunately this will delay the schedule by 6months and the Alamo RMA is okay to accommodate their concerns. There will not bea delay in the delivery schedule because we are getting comments from TxDOT on theBiological Assessment (BA) and in turn submitting them to US Fish and Wildlife Serviceand once all comments are addressed the clock starts ticking 135 days formalconsultation for them to issue a Biological Opinion on the BA. Then we can begin towork on other aspects of the EIS and meet the schedule.

Question by T. Calvert: Did the housing or subdivisions in the US 281 North project areahave to do a Biological Assessment?Response by R. Green: We are not sure if Big Springs Subdivision when it wasdeveloped in the 2004 had to do a Biological Assessment since it was a privatedevelopment.

Question by T. Calvert: What specifies endangered species list in the area?Response by R. Green: Two ground Beatles; spider and a wildflower. Once a speciesis on the list it’s on the list.

Question by J. Clamp: What other aspects can we work on during this time?Response by R. Green: We are still negotiating with TxDOT on the ProjectDevelopment Agreement and preparing design build procurement documents for theproject. We cannot go out for price proposals until a Record of Decision.

Question by J. Clamp: Start the process 2015?Response by R. Green: Yes and a decision had to be done before the board tookaction but the BA has been completed and being reviewed by TxDOT ENV and then itwill be submitted to USF&W for comments.

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Response by Mario Jorge (TxDOT): The advantage with USF&W in issuing the Biological Opinion is that a BO was recently issued for HWY 151 with similar conditions and we feel confident that it will help expedite their decision for US 281. Response by Jimmy Robertson (JACOBS): TxDOT ENV has completed their comments of the BA and they are being addressed by JACOBS and then will be submitted to USF&W for review. FHWA will have 135 days to issue a Biological Opinion which will be around July/August 2015. When FHWA makes the record of decision on the EIS, FHWA will select an alternative which is a build or no build based on the finding and commit to all the mitigation efforts.

Question by D. Starr: I am concerned in doing the work and we need to come back again to do more? Response by R. Green: As far as the schedule we would of liked of know that USF&W wanted us to do a BA last summer when the draft EIS but the good news it has not altered the final delivery schedule and it will help mitigate issue in the long run when we go into construction.

D. Starr made the motion to approve Supplement No. 1 to Work Authorization No. 4B and Supplement No. 1 to Work Authorization No. 5 with JACOBS for preparation of the additional Biological Assessment documentation requested by USFWS for the US 281 EIS at no additional cost to the Alamo RMA. T. Calvert seconded the motion. All voted in favor.

5. Discussion and appropriate action regarding approval of the General EngineeringConsultant Master Agreement with HNTB. Renee Green presented

The Alamo RMA current General Engineering Consultant Agreement with HNTB expiresDecember 31, 2014.

On July 18th, 2014 The Alamo RMA issued a Request for Qualifications seeking toidentify and obtain the services of two qualified engineering firms to provide generalconsulting civil engineering services as the General Engineering Consultants (or GEC)for the Alamo RMA.

Four firms submitted responses and all four firms made oral presentations to the Boardon September 18th, 2014. The Board selected two firms, HNTB Corporation and PapeDawson Munoz, LLC., and directed Alamo RMA staff to begin negotiations and prepareMaster Agreements.

The Master Agreement with HNTB will be paid based on their direct labor rates (actualsalaries); audited overhead; and profit of 12%. The agreement will be effective onJanuary 1, 2015 and runs thru five years with an option to renew for another five years.HNTB will be assigned to the US 281 North project due to experience and corporateknowledge. All future work authorizations will be presented to the Alamo RMA Boardfor approval.

Question by D. Starr: Are the rates differ from the two firms and how long are the ratesgood for? Response by R. Green: Yes, HNTB rates are slightly higher due to the fact is HNTB isnational firm and Pape-Dawson Munoz is local and the rates are good for one year.

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D. Starr made the motion to approve the General Engineering Consultant Master Agreement with HNTB. R. Diaz seconded the motion. All voted in favor. T. Calvert abstained.

6. Discussion and appropriate action regarding approval of the General EngineeringConsultant Master Agreement with Pape-Dawson Munoz, LLC. (Renee Green)

The Alamo RMA current General Engineering Consultant Agreement with HNTB expiresDecember 31, 2014.

On July 18th, 2014 The Alamo RMA issued a Request for Qualifications seeking toidentify and obtain the services of two qualified engineering firms to provide generalconsulting civil engineering services as the General Engineering Consultants (or GEC)for the Alamo RMA.

Four firms submitted responses and all four firms made oral presentations to the Boardon September 18th, 2014. The Board selected two firms, HNTB Corporation and Pape-Dawson Munoz, LLC., and directed Alamo RMA staff to begin negotiations and prepareMaster Agreements.

The Master Agreement with Pape-Dawson Munoz will be paid based on their directlabor rates (actual salaries); audited overhead; and profit of 12%. The agreement willbe effective on January 1, 2015 and runs thru five years with an option to renew foranother five years. Pape-Dawson Munoz will be assigned to the IH 10 project. Allfuture work authorizations will be presented to the Alamo RMA Board for approval.

R. Diaz made the motion to approve the General Engineering Consultant MasterAgreement with Pape-Dawson Munoz, LLC. D. Starr seconded the motion. Allvoted in favor. T. Calvert abstained.

7. Discussion and appropriate action regarding approval of the Underwriter Requestfor Qualifications. (Seth McCabe)

Through the Request for Qualifications (RFQ) process, it is the intent of the Alamo RMAto select a pre-qualified pool of firms. The purpose of the financial underwriting pool is toallow the Alamo RMA Board to more quickly respond to changing market conditions byselecting an underwriter(s) without the three to four week delay that is often needed toqualify and select underwriters.

It should be noted that inclusion of any firm in the pre-qualified pool does not guaranteethat any particular firm will be used as a financial underwriter for Alamo RMA debtissuances.

Under the current draft of the RFQ, proposals are due December 15th, 2014 and oralpresentations and/or discussions regarding the firms will be held on the January 15th

Board meeting. The Underwriting pool is looking for experience in transportationfinancing, quantitative capabilities in structuring financing, distribution capabilities inselling bonds in market, and disadvantage business enterprise designation and minoritywomen owned business designation, and provide new and innovative financingtechniques. The scoring criteria is as follows for a total of 100 points:

Qualifications and Experience – 45 points

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Quantitative and Distribution Capabilities – 30 points Disadvantaged Business Enterprise – 10 points Firms Capital – 15 points

Question by D. Starr: Is asking if the board is willing to use Bexar County pool of Underwriter’s in order to shorten the ARMA’s timeline? Response by B. Cassidy: The issue is the County’s pool did not have an emphasis on expertise on transportation projects and recommend with going out with the RFQ due to the project specific. Response by T. Calvert: The approach can be by getting some info on the issues being discussed such as the registration fees and transportation financing areas. Response by D. Smith: I am very familiar with the County’s pool and they do have the expertise in handling the Alamo RMA’s issues such as registration fees. Response by J. Clamp: Recommends moving forward with the RFQ Underwriting.

R. Diaz made the motion to approve the Underwriter Request for Qualifications. T. Calvert seconded the motion. All voted in favor.

8. Citizens’ Communications (citizens must sign the register to speak)Chairman Clamp acknowledged individuals who signed up to speak. No citizens signedthe register to speak.

9. Executive Session - Pursuant to Chapter 551, Subchapter D, Texas GovernmentCode

Alamo RMA Board of Directors did not meet in Executive Session and no action wastaken.

10. Adjournment.There being no further action for the Board, Chairman Clamp adjourned the meeting at4:20 p.m.

APPROVED:

_________________________________________ JOHN CLAMP, CHAIRMAN

DATE ADOPTED: 12/18/2014 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 December 18, 2014.

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

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BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum


Agenda Item 3: Executive Director’s Report.

The Executive Director’s Report for this month will cover the following topics:

A) Monthly Status Report on GEC Work Authorizations

B) Monthly Update on the US 281 / Loop 1604 Interchange Project

C) Monthly Update on the US Hwy 281 Environmental Impact Statement

D) Monthly Update on the Loop 1604 Environmental Assessment

This information is included in your packets for your review. There is no action required of the Board on this item.

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BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum


Executive Director’s Report

A) Monthly Status Report on General Engineering Consultant (GEC) Work Authorizations

The new General Engineering Consultant Master Agreements begin on January 1, 2015.

The current GEC Master Agreement with HNTB expires on December 31, 2014. Time has been extended for Work Authorization Number 18 and Work Authorization Number 27 to allow for completion of the work at no additional cost to the RMA.

Currently, there are five open Work Authorizations (WA) with HNTB under their existing General Engineering Services Contract.

Work Authorization No. 18: General Public Involvement Support – Work this month onthe community relations effort included:

1. Coordinated and attended presentation to the Northeast Neighborhood Alliance2. Assisted with TxDOT coordination3. Continued to plan timing of future grassroots outreach efforts

Work Authorization No. 20: US 281 GEC Engineering Services and EnvironmentalSupport – Work this month included revision of estimated US 281 Operations andMaintenance Costs.

Work Authorization No. 21: Loop 1604 GEC Engineering Services – No work thismonth.

Work Authorization No. 24: US 281/Loop 1604 Interchange – No work this month.

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Work Authorization No. 27: US 281 Investment Grade Traffic and Revenue Study –Work this month on the Investment Grade T&R study included:

1. Coordinated with Alamo Area MPO regarding the latest version of the 2020 and2040 networks and databases

2. Socioeconomic review and coordination with an independent socioeconomist3. Continued development of the base year model4. Completed preliminary model runs and submitted draft results.

B) Monthly Update on US 281/Loop 1604 Interchange Project

Project is 100 percent complete. Final Acceptance letter was sent January 31, 2014;currently still waiting for TxDOT and FHWA concurrence.

Settlement documents have been sent to Williams Brothers; currently waiting on finalapproval.

C) Monthly Update on US Hwy 281 Environmental Impact Statement

Work Authorization No. 4B: Design Schematic for the Preferred Alternative andEnvironmental Impact Statement – Work this month included:

1. Continued project management and coordination tasks2. Responded to comments on the 411on281 website and the US 281 email

account3. Monitored social media4. Submitted a draft Biological Assessment to TxDOT Environmental5. Revised the Schematic per TxDOT comments

Work Authorization No. 5: Right-of-Way Mapping – Work this month included:

1. Continued preparation of the preliminary ROW plan sheets2. Continued analyzing individual parcel boundaries where ROW takes are

proposed3. Continued writing Metes and Bounds descriptions for individual ROW takes4. Continued drawing individual exhibits that correspond with individual ROW takes

D)Monthly Update on Loop 1604 Environmental Assessment

Work Authorization No. 5: Environmental Assessment – Work this month included:

1. Continued project management, coordination, and administration tasks2. Submitted to TxDOT Environmental the draft “Purpose and Need” and

“Alternatives” chapters for review3. Continued drafting the “Affected Environment” chapter4. Continued the Noise Analysis and Impact Assessment5. Finalized the karst invertebrate supplemental survey6. Continued the IH 10 Interchange Access Justification Report7. Responded to comments on the 60 percent schematic and continued

coordination and progression to the 90 percent schematic

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Page 1 of 1

The efforts this month focused on public and media outreach and the Investment-grade Traffic and Revenue Study for the US 281 Improvement Project. In addition, revisions to the draft estimate of the Operations and Maintenance Costs for US 281 were completed.

The following are specific project tasks for which the GEC provided support to Alamo RMA staff:

Technical Support Efforts (281 North): Coordination with the Alamo Area MPO regarding the latest version of 2020 and

2040 networks and databases (ongoing) Socioeconomic review and coordination with independent socioeconomist (ongoing) Base year model development (ongoing) Completed model runs and submitted T&R sensitivity analysis results Revised draft estimate of operations and maintenance costs

Community Relations Efforts: Coordinated presentation to the Northeast Neighborhood Alliance Extracted images from project brochure per TxDOT request Planned timing of future grassroots outreach strategies efforts

GEC ACTIVITIES REPORT November 2014

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AlamoRMA Board Summary Rpt11-14.xls 12/5/2014

Alamo Regional Mobility AuthorityGeneral Engineering Consultant Services

GEC TEAM WORK AUTHORIZATION STATUS - as of November 21, 2014

Amounts under Commitment

Costs to be billed

through 11/21/14* BALANCE % COMPLETE

18 General Public Involvement Support $686,828 $591,717.55 $95,110 86% US 281 Public and Media Outreach Strategy Development 12/31/2014

20 281 Engineering and Environmental Support Services $691,616 $600,957.41 $90,659 87% Recent work - Estimate of 281 Operations & Maintenance Costs 12/31/2014

21 Loop 1604 Engineering Services $469,505 $67,257.22 $402,248 14% No work this month. 12/31/2014

24 US 281/Loop 1604 Interhcange $9,045,940 $7,288,614.19 $1,757,326 81% No work this month. 12/31/2014

27 US 281 Investment Grade Traffic and Revenue Study $565,508 $403,720.87 $161,787 71% Continued work on the Investment grade T&R Study 12/31/2014

$11,459,397 $8,952,267 $2,507,130

1 General Engineering Services / Timeline $23,943 $23,943 $0 100% Work Complete Expired

2 Phase 1 - Public Surveys & Key Messages $69,982 $69,982 $0 100% Work Complete Expired

3 General Engineering Services / Implementation Planning $24,508 $24,508 $0 100% Work Complete Expired

4 Phase 1A - Message Delivery & Media $292,160 $292,160 $0 100% Work Complete Expired

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

6 Development of Work Plan and Schedule for IH35 Project $24,611 $24,611 $0 100% Work Complete Expired

7/7.1 Development of Work Plan and Schedule, Data Analysis $43,862 $43,862 $0 100% Work Complete Expired

8/8.1 Development of Work Plan and Schedule for US281/WP Project $36,319 $36,319 $0 100% Work Complete Expired

9.1 Project Management $1,302,983 $1,302,983 $0 100% Work Complete Expired

9.2 SH 16 Toll Project - Phase 1 $624,350 $624,350 $0 100% Work Complete Expired

9.3 Wurzbach Parkway $95,431 $95,431 $0 100% WA closed Expired

9.3F Wurzbach Parkway and Interchange Project $496,480 $496,480 $0 100% WA closed; balance decommissioned = $1,015,790.38 Expired

9.4 Wurzbach Parkway Preliminary Cost Study $9,567 $9,567 $0 100% Work tasks moved to 9.3F Expired

9.5 IH 35 Toll Project - Phase 1 $585,894 $585,894 $0 100% WA closed; balance decommissioned = $338 Expired

9.6 SH 16 Toll Project - Phase 2 $299,929 $299,929 $0 100% WA closed; balance decommissioned = $1,592,831 Expired

10 General Engineering Assistance $24,633 $24,633 $0 100% Work Complete Expired

11 Phase 1B - Public Involvement & Outreach $261,366 $261,366 $0 100% Work Complete Expired

12 Bandera Road Community Working Group Process $146,645 $146,645 $0 100% WA closed; balance decommissioned = $65,922 Expired

13 Public Involvement Services $153,418 $153,415 $3 100% Work Complete; balance decommissioned = $559,437 Expired

14 281 Toll Project: Procurement, GEC report, technical support $1,289,419 $1,289,419 $0 100% Work Complete Expired

15 281 Toll Project: Toll Support/IT Systems $3,101 $3,101 $0 100% WA Closed; Balance decommissioned = $81,351 Expired

16 281 Toll Project: ROW Acquisition Services $237,740 $237,740 $0 100% WA Closed; Balance decommissioned = $672,865 Expired

19 Project Management $318,094 $318,094 $0 100% Work Complete. Expired

22 281 Super Street $818,624 $818,624 $0 100% Work Complete; balance decommissioned = $15,703 Expired

23 Loop 1604 Super Street $801,027 $801,027 $0 100% Work Complete; balance decommissioned = $1,093 Expired

25 281 Super Street CEI $266,099 $266,099 $0 100% Work Complete; balance decommissioned = $26,587 Expired

26 281 VISSIM Model $50,000 $50,000 $0 100% Work Complete. Expired

$8,314,167 $8,314,164 $3

$19,773,564 $17,266,431.45 $2,507,133

* Figures do not include outstanding subconsultant invoices

Expiration Date

Closed/Inactive Work Authorizations

Closed/In-Active Work Authorizations Sub Total

Grand Total Project Summary Status

REMARKS Work Auth. No.

BUDGET STATUS

Open/Active Work Authorizations Sub Total

Open/Active Work Authorizations

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DBE and Local Effort Distribution Nov 2014

Alamo Regional Mobility AuthorityGeneral Engineering Consultant ServicesDBE and Local Effort Distribution (through 11/21/14)

Total GEC Expenditures (through11/21/14) 17,266,431$ Total Subconsultant Expenditures (through 11/21/14) 42% 7,186,047$ DBE Expenditures (through 11/21/14) 15% 2,596,420$ Local Effort Expenditures (through 11/21/14) 96% 16,600,949$

SUPPORTING INFORMATION

DBE Effort Distribution

Contracted Invoiced % of Total Costs % of Sub WorkArias and Associates 110,827$ 87,109$ 0.50% 1.21%Foster 457,888$ 450,457$ 2.61% 6.27%DeBerry Group 368,973$ 288,126$ 1.67% 4.01%Guerra DeBerry Coody 95,204$ 95,197$ 0.55% 1.32%Kelly Morris Public Relations 36,655$ 10,561$ 0.06% 0.15%Poznecki-Camarillo & Associates 539,206$ 493,091$ 2.86% 6.86%REL 58,663$ 37,009$ 0.21% 0.52%RJ Rivera & Associates 582,052$ 578,243$ 3.35% 8.05%Rodriguez Transportation Group 261,734$ 260,394$ 1.51% 3.62%SSA 10,622$ 16,200$ 0.09% 0.23%Vickrey & Associates 238,306$ 238,306$ 1.38% 3.32%Zara Environmental 16,094$ 16,094$ 0.09% 0.22%Miscellaneous Vendors 52,315$ 25,634$ 0.15% 0.36%

Total 2,828,538$ 2,596,420$ 15.04% 36.13%

Non-DBE Effort Distribution

Contracted Invoiced % of Total Costs % of Sub WorkBaselice 28,000$ 28,000$ 0.16% 0.39%CDM Smith (Formerly-Wilbur Smith Associates) 528,010$ 381,671$ 2.21% 5.31%Civil Engineering Consultants 1,448,101$ 1,377,532$ 7.98% 19.17%Crossland Acquisition 803,706$ 176,380$ 1.02% 2.45%Davidson and Troilo, PC 10,769$ 841$ 0.00% 0.01%Pape-Dawson 1,254,790$ 1,254,773$ 7.27% 17.46%Raba Kistner 1,061,715$ 1,045,913$ 6.06% 14.55%SWCA 63,146$ 63,146$ 0.37% 0.88%Taylor West 109,441$ 109,415$ 0.63% 1.52%Wilbur Smith Associates 54,516$ 54,516$ 0.32% 0.76%eBuilder 116,293$ 97,440$ 0.56% 1.36%

Total 5,478,487$ 4,589,627$ 26.58% 63.87%

Local Effort Distribution

Local Non-local Total % LocalHNTB 9,603,488$ 476,923$ 10,080,412$ 95.27%Subconsultants 6,997,461$ 188,586$ 7,186,047$ 97.38%

Total 16,600,949$ 665,509$ 17,266,459$ 96.15%

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US 281 EIS – WA #4B Progress Report No. 65

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Date December 8, 2014

To Renee D. Green, Director of Public Works / County Engineer David R. Wegmann, Engineering Services Manager Chris Trevino, Operations Engineer

From Jimmy Robertson, AICP

Subject US 281 EIS – Work Authorization #4B

Period October 25, 2014 through November 21, 2014

A. Activities During Reporting Period (November 2014)

Project Management and Coordination

Submitted invoice and progress report #64

Maintained Project Files and electronic database system

Supported bi-weekly project status updates

Revised the project schedule

Attended November 20, 2014 Alamo RMA board meeting

Community Involvement

Monitored and responded to comments on 411on281 Website and US 281 EIS email account

Monitored social media (Facebook & Twitter)

Final EIS

Submitted a draft Biological Assessment to TxDOT—ENV on November 14, 2014

Draft Preferred Alternative Schematic

Revised schematic per TxDOT comments

B. Activities Planned for Upcoming Month (December 2014)

Project Management and Coordination

Submit invoice and progress report #65

Maintain Project Files and electronic database system

Support bi-weekly project status updates

Update the project schedule

Community Involvement

Make website updates, as directed by the RMA

Update the schedule on the website following the November Alamo RMA board meeting

Monitor and respond to comments on 411on281 Website and US 281 EIS email account

Monitor social media (Facebook & Twitter)

Coordinate with the DeBerry Group, as directed by the RMA

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US 281 EIS – WA #4B Progress Report No. 65

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Final EIS

Revise Preliminary FEIS as needed

Revise BA per TxDOT—ENV comments and re-submit for further processing

Draft Preferred Alternative Schematic

No activity

C. Problems/Delays Encountered and Remedial Actions Needed and/or Exercised to Alleviate the Same SWA #1 to WA #4B, which provides for additional time and resources to prepare a BA and secure a

Biological Opinion from the US Fish & Wildlife Service, has been approved.

D. Safety Performance Working safely; no safety incidents or issues

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US 281 EIS – WA #5 Progress Report No. 7

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Date December 8, 2014

To Renee D. Green, Director of Public Works / County Engineer David R. Wegmann, Engineering Services Manager Chris Trevino, Operations Engineer

From Jimmy Robertson, AICP

Subject US 281 EIS – Work Authorization #5

Period October 25, 2014 through November 21, 2014

A. Activities During Reporting Period (November 2014)

Task 1: Right-of-Way Mapping

Continued working on preliminary ROW plan sheets

Continued analyzing individual parcel boundaries where ROW takes are proposed

Continued writing Metes and Bounds descriptions for individual ROW takes

Continued drawing individual exhibits that correspond with individual ROW takes

B. Activities Planned for Upcoming Month (December 2014)

Task 1: Right-of-Way Mapping

Submit all parcel documents and ROW map to Alamo RMA

C. Problems/Delays Encountered and Remedial Actions Needed and/or Exercised to Alleviate the Same Supplemental Work Authorization #1 to WA #5, which includes extending the time to complete WA #5

to February 2015, has been approved.

D. Safety Performance Working safely; no safety incidents or issues

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LOOP 1604 ENVIRONMENTAL ASSESSMENT - BAKER TEAM 1

Loop 1604 Environmental Assessment: SH 16 to Interstate Highway 35

Project Authorization No. 5 Progress Report No. 8

Progress for period: November 1, 2014 through November 30, 2014

ACTIVITIES COMPLETED IN THIS PERIOD:

Task 1.0 – Project Management, Coordination, and Administration

Continued PA #5 activities. Performed project management functions including: identifying andassigning resources to perform the work, communicating roles and responsibilities, supervising the performance of the work, and communication/meetings with RMA/TxDOT personnel on the direction and progress of the work.

Held bi-weekly internal Team calls to discuss project progress/issues.

Held bi-weekly project call with TxDOT and RMA.

Continued Project Record filing.

Task 2.0 – Public Awareness, Involvement, and Education

Continued working on proposed project website revisions for RMA review and approval.

Task 3.0 – Draft Environmental Document

Draft Purpose and Need Chapter of document submitted to TxDOT ENV for review. Draft Alternatives Chapter of document submitted to TxDOT ENV for review. Continued “Affected Environment” chapter of the environmental document, including

socioeconomics, environmental justice and project specific toll analyses. Continued noise analysis based on preliminary horizontal and vertical geometry. Initiated impact assessment based on schematic developed to date. Finalized karst invertebrate supplemental survey/reporting scope through coordination with

TxDOT ENV. At the request of TxDOT ENV, initiated preparation of memo that identifies excavation areas for

the proposed project. Met with TxDOT ENV on Tuesday, November 28, 2014 to discuss on-going environmental

efforts.

Task 5.0 – Engineering

Traffic Coordinated with design team regarding any design issues. Continued work on addressing TxDOT comments on the August 20, 2014 traffic analysis

memorandum. Continued work on IH 10 Interchange Access Justification Report (IAJR) outline.

Drainage Met with TxDOT/ARMA to discuss IH-10 mainlane bridge overtopping at design flow.

After researching asbuilt plans, FEMA reports and historical information TxDOT/ARMA directed Baker to state these findings in the drainage report and not design IH-10 mainlane profile to pass the design flow due to no historical evidence or flooding.

Waiting for comments.

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LOOP 1604 ENVIRONMENTAL ASSESSMENT - BAKER TEAM 2

Reviewed locations of detention basins and water quality basins to identify opportunitiesto combine as dual purpose basins.

Mapping and Survey

Complete.

Geometric Schematic

Received and responded to 60% schematic comments from ARMA. Incorporating modifications based on iterative traffic volume results. Updated line diagram based on traffic results and TxDOT coordination. Coordinated with DEC for IH10 connection. Attended meeting with VIA regarding future park

and rides. Updated and distributed schedule to incorporate more time for T&R coordination without

extending EA timeline. Increasing detail of cross sections to develop retaining walls. Developing guide signs. TCP underway (PCI). Progressing design to 90%. Coordinated with drainage/WPAP effort to develop new impervious surfaces based on proposed

geometry.

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BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum


Agenda Item 4: Review of the submitted Underwriter proposals and discussion of the selection process.

On November 20, 2014, the Alamo RMA Board approved the release of a Request for Qualifications for Underwriting Services. The deadline for submissions is Monday December 15, 2014. This item will brief the Alamo RMA Board on the proposals received and discuss the selection process.

No action is required of the Board on this item.

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BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum


Agenda Item 5: Review of the 2014 Annual Project Report submitted to the Texas Department of Transportation.

The Texas Administrative Code requires that Regional Mobility Authorities submit a Project Report to the Texas Transportation Commission no later than December 31 of each year. The written report describes the progress made during that year on each transportation project or system of projects of the RMA.

The Alamo Regional Mobility Authority submitted the 2014 report on December 3, 2014.


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Alamo Regional Mobility Authority – 2014 Annual Project Report

Alamo Regional Mobility Authority 2014 Annual Project Report

The Alamo Regional Mobility Authority (ARMA) was established in 2004 by the Bexar County Commissioners Court with the intent to partner with the Texas Department of Transportation (TxDOT), the San Antonio-Bexar County MPO, and Bexar County to leverage funding and bring needed relief to the congestion impacting the Bexar County area. An initial 50-mile toll road network was identified. The network was to include new capacity on Loop 1604 from FM 471 (Culebra Rd) to IH-35 (north); new capacity on US 281 from Loop 1604 (north) to the Comal County line and add new capacity in the Northwest (IH-35) Corridor from Loop 1604 (north) to the Central Business District (CBD). New connector/exchange ramps at US 281 and Loop 1604 and at IH 10 and Loop 1604 were also included as projects in the initial network.

Since that time, the Alamo Regional Mobility Authority (ARMA) has partnered with TxDOT to complete Superstreet improvements to portions of Loop 1604 in northwest San Antonio and on US 281 from Loop 1604 to Marshall Road. The Alamo RMA completed preliminary planning work on potential projects in the SH 16 corridor from IH 410 to Loop 1604 and IH 35 from the CBD to the Guadalupe County Line. The Alamo RMA also procured a design/build developer for improvements to US 281 from Loop 1604 to the Comal County Line prior to that project falling victim to an environmental lawsuit. In 2013 the Alamo RMA, in partnership with the Federal Highway Administration and TxDOT, completed the construction of four direct connector ramps at US 281 and Loop 1604 in north central San Antonio. The $110 million project was funded through a combination of American Recovery and Reinvestment Act of 2009 and TxDOT Proposition 12 and 14 funds.

$825 Million Plan

In 2014, the Alamo Regional Mobility Authority entered into a funding partnership with TxDOT and multiple local agencies including Bexar County, the City of San Antonio, VIA and the Metropolitan Planning Organization to address the transportation needs of the greater San Antonio metropolitan area. The goal of the partnership was to address much needed congestion relief in several highly traveled corridors including IH-10, Loop 1604, and US 281. The partnership will provide $825 million dollars of infrastructure improvements and accelerate project delivery. ARMA is contributing funding for several of the projects including Loop 1604 from US 90 to FM 1957 to allow TxDOT to construct non-toll facilities.

BOARD OF DIRECTORS

JOHN CLAMP

CHAIR

TOMMY CALVERT, JR.

RAMIRO CAVAZOS

REYNALDO L. DIAZ, JR. SECRETARY/TREASURER

JOHN MONTFORD

GAVINO RAMOS

DAVID STARR

DAVID SMITH EXECUTIVE DIRECTOR

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Page 2


US 281 and IH 10 Project Development Agreement

The Alamo RMA and TxDOT have continued to prepare the Project Development Agreement for the US 281 and IH 10 projects. The purpose of the Agreement is to allow TxDOT to provide for the design and construction of the projects on behalf of the RMA and provide a portion of the financing. Alamo RMA will assume responsibility for operations and maintenance of the tolled facilities once construction is complete.

US 281 Improvement Project

The Alamo Regional Mobility Authority has continued with the preparation of the schematic design and Final Environmental Impact Statement (FEIS) for improvements to US 281 from Loop 1604 to Borgfeld Road. As proposed, the project will include additional general purpose freeway lanes and a managed lane from Loop 1604 to Stone Oak Boulevard and tolled lanes from Stone Oak to Borgfeld Road. A Record of Decision (ROD) is anticipated in the Summer of 2015. As the environmental clearance process nears completion the RMA has also begun coordination with TxDOT for development of the Design/Build Request for Qualifications. The Alamo RMA has also continued with preparation of an Investment Grade Traffic and Revenue Study with the report anticipated before the end of this year.

IH 10

TxDOT has continued development of the schematic for the IH 10 managed lanes project from Loop 1604 to Ralph Fair Road. The Alamo RMA has continued to attend coordination meetings and provide input related to the development of the managed lanes. TxDOT is managing the Level II Traffic and Revenue Study with results expected mid-December of this year. Ultimately, the RMA will apply for a State Infrastructure Bank loan to secure the unfunded portion of the project and obtain NEPA clearance for the direct connectors from Loop 1604 to IH 10.

Loop 1604

The Alamo RMA has continued with the schematic design and Environmental Assessment of Loop 1604 from SH 16 to IH 35. As proposed, the project will include at-grade managed lanes with interchange connections at US 281 and IH 10. A public hearing will be held in 2015 with the final EnvironmentalAssessment decision anticipated in November of 2015. Additionally, the Alamo RMA is coordinating with TxDOT as the Level II Traffic and Revenue Study is conducted to refine the schematic design.

Alamo RMA Staffing

Staff duties of the Alamo RMA have continued to be performed by employees from the Public Works Department of Bexar County. Utilization of Bexar County employees is an effort to reduce ongoing operating costs of the RMA while revenue-generating projects remain under development. David Smith continues to serve the dual role of Bexar County Manager and ARMA Executive Director and Renee Green, P.E. serves as Bexar County Director of Public Works and ARMA Director of Engineering and Operations.

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Alamo RMA Board Members

In 2014, John Clamp has continued to serve as the Board Chairman. Mr. Clamp is joined by Board Members John Montford, Reynaldo Diaz, Jr., Tommy Calvert, Jr., Ramiro Cavazos, Gavino Ramos, Jr., and David Starr. This November, Tommy Calvert, Jr. was elected to the position of Bexar County Commissioner and will recommend his replacement to the ARMA Board once he takes office.

The Alamo RMA looks forward to continued work with the leadership of TxDOT and its local transportation partners to develop projects to serve the mobility needs of the citizens of Bexar County.

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BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum


Agenda Item 6: Recognition of Board Member for Service to the Alamo Regional Mobility Authority.

Presentation of award for service to the Alamo RMA.


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BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum


Agenda Item 7: Discussion and appropriate action regarding approval of the Final Closeout and Release of Claims between the Alamo RMA and Williams Brothers Construction Company, Inc. in relation to the US 281/Loop 1604 Interchange Project.

Alamo RMA staff requests appropriate action and approval of the Final Closeout and Release of Claims between the Alamo RMA and Williams Brothers Construction Company, Inc.

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FINAL CLOSEOUT AND RELEASE OF CLAIMS – PAGE 1 AUS:0053423/00006:557790v2

Final Closeout and Release of Claims

This Final Closeout and Release of Claims (this "Agreement") is entered into as of ____________, 2014 by and between Alamo Regional Mobility Authority, a regional mobility authority created by Bexar County, Texas and operating pursuant to Texas Transportation Code Chapter 370 ("ARMA"), and Williams Brothers Construction Co., Inc. ("WB").

R E C I T A L S:

A. ARMA and WB are parties to that certain Design/Build Comprehensive Development Agreement dated as of May 19, 2010 (the "D/B CDA") with respect to the development, design and construction of ARMA's U.S. 281 North/Loop 1604 Interchange Project (the "Project").

B. Final Acceptance of the Project pursuant to the D/B CDA was effective as of February 21, 2014 (the "Final Acceptance Date"), but the ARMA and WB were not in agreement as to the amount of the final payment owed by ARMA to WB under the CDA due to a dispute submitted for resolution on January 29, 2014 concerning the cause of, and responsibility for, the completion of the Project beyond the applicable Interim Completion and Substantial Completion Deadlines under the D/B CDA (the "Dispute").

C. The original Development Price under the D/B CDA was $109,097,279.00, which, following adjustment for agreed upon Change Orders, was increased by $731,370.06 for a total revised Development Price of $109,828,649.06.

D. A total of $108,981,516.57 has been paid to date by ARMA to WB toward the Development Price, leaving an unadjusted and unpaid balance of $847,132.49.

E. Pursuant to discussions among and between ARMA and WB, the parties have agreed that the balance of the Development Price remaining to be paid shall be reduced to $584,975.69, and the parties desire to enter into this Agreement to reflect the parties agreement concerning this amount as the final payment to be made under the D/B CDA toward the Development Price as required to fully satisfy all remaining amounts owed by ARMA to WB under the D/B CDA.

A G R E E M E N T:

1. Payment of Final Closeout Amount. ARMA and WB mutually agree that ARMAshall pay to WB the amount of $584,975.69 (the "Final Closeout Amount") in full satisfaction of amounts owed by ARMA to WB as final payment of the Development Price under the D/B CDA.

2. Release of WB by ARMA. In consideration of the agreements and releasescontained herein, and subject to paragraph 4 below, ARMA hereby releases and discharges WB and its respective owners, members, shareholders, partners, officers, directors, employees, parents, subsidiaries, affiliates, agents, attorneys, insurers, including but not limited to

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representatives, predecessors, successors and all those acting in concert therewith, of and from, any and all claims, actions, causes of action, liens, appeals, demands, liabilities, promises, acts, agreements, costs, attorney's fees, expenses, damages, responsibilities and/or obligations of any kind, at common law, equity, statutory or otherwise, ARMA had in the past or has currently or may have in the future, whether known or unknown, fixed or contingent, claimed or unclaimed, suspected or unsuspected, liquidated or unliquidated, arising from any claims or causes of action related to the Dispute or the final payment of the Development Price owed by ARMA to WB under the D/B CDA.

3. Release of ARMA by WB. In consideration of the agreements and releasescontained herein WB hereby releases and discharges ARMA and its respective officers, directors, employees, affiliates, agents, attorneys, insurers, including but not limited to representatives, predecessors, successors and all those acting in concert therewith, of and from, any and all claims, actions, causes of action, liens, appeals, demands, liabilities, promises, acts, agreements, costs, attorney's fees, expenses, damages, responsibilities and/or obligations of any kind, at common law, equity, statutory or otherwise, WB had in the past or has currently or may have in the future, whether known or unknown, fixed or contingent, claimed or unclaimed, suspected or unsuspected, liquidated or unliquidated, arising from any claims or causes of action related to the Dispute or the final payment of the Development Price owed by ARMA to WB under the D/B CDA.

4. Continuing Obligations and Warranties. WB's obligations under the D/B CDAfollowing Final Acceptance, including but not limited to its Warranty obligations thereunder, shall continue in full force and effect. Such Warranty obligations shall be deemed to have commenced as of the Final Acceptance Date.

5. Controlling Law. This Agreement shall be controlled by and construed inaccordance with the laws of the State of Texas. Venue for any action arising out of this Agreement shall be in Bexar County, Texas.

6. Ownership of Claims/Non-Assignment. The Parties to this Agreement herebyrepresent and warrant that they have not transferred, conveyed, pledged, assigned or made any other disposition of the claims released hereby, and they are the sole owners of the claims which each of said Parties is releasing.

7. Binding Effect. The terms and provisions of this Agreement shall be bindingupon and inure to the benefit of the Parties hereto and their respective agents, employees, officers, directors, shareholders, successors and assigns.

8. Captions and Capitalized Terms. The captions utilized in this Agreement are forconvenience purposes only and shall not be substantive in nature. Capitalized terms which are not defined in this Agreement shall have the definitions assigned to them in the D/B CDA.

9. Authority to Sign. Each of the individuals signing this Agreement on behalf of aparty hereto hereby represents that said individual has the full authority to sign this Agreement on behalf of the party for which said individual is acting and has the authority to bind the party for which said individual is acting to the terms and conditions set forth in this Agreement.

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10. Representation by Counsel/Attorneys' Fees and Costs. In executing thisAgreement, each party has consulted with its own attorneys or other advisors in connection with the effect of this Agreement, and each assumes the risk arising from not seeking further or additional consultation, and each party shall be responsible for any and all attorneys' fees, costs and expenses incurred by said party.

11. Multiple Counterparts/Facsimile Signatures. This Agreement can be executed intwo or more counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument. Additionally, for purposes of this Agreement facsimile or electronic signatures shall have the same effect as originals hereunder.

12. No Admission. The Parties hereto agree that by entering into this Agreementeach party intends only to reach an amicable resolution of its differences with the other party, and neither party admits liability to any person or entity.

13. Complete Settlement. The Parties expressly warrant to one another that nopromise or inducement was offered by the other except as herein set forth; that this Agreement is executed without reliance upon any representation of any person or party released or their representatives, concerning the nature and extent of the damage and/or legal liability; and that acceptance by WB of the Final Closeout Amount is in full accord and satisfaction of all disputed claims between the Parties hereto, for which liability is expressly denied.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first set forth above.

WILLIAMS BROTHERS CONSTRUCTION CO., INC., a Texas corporation

By:_____________________________ Name:___________________________ Title:____________________________

ALAMO REGIONAL MOBILITY AUTHORITY

By:_____________________________ Name:___________________________ Title:____________________________

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BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum


Agenda Item 8: Citizen’s Communications.

Citizens must sign the register to speak.

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BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum


Agenda Item 9: 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 but not limited to Aquifer Guardians in Urban Areas 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 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.

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Documents

Alamo Regional Mobility Authority Board of Directors Meeting Agenda Packet for December 18, 2014