Texas Department of Transportation Commission Meeting

Dewitt C. Greer Building
125 East 11th Street
Austin, Texas

Thursday, June 24, 2004

COMMISSION MEMBERS:

RIC WILLIAMSON, CHAIRMAN
ROBERT L. NICHOLS
JOHN W. JOHNSON
HOPE ANDRADE
TED HOUGHTON, JR.
 

STAFF:

MICHAEL W. BEHRENS, Executive Director
STEVE SIMMONS, Deputy Executive Director
RICHARD MONROE, General Counsel
ROGER POLSON, Executive Assistant to the Deputy Executive Director
DEE HERNANDEZ, Chief Minute Clerk

PROCEEDINGS

MR. WILLIAMSON: Good morning.

(Greetings exchanged.)

MR. WILLIAMSON: For the record, it is 9:18 a.m., and I would like to call the June meeting of the Texas Transportation Commission to order. It's a pleasure to have you here this morning.

As is our custom, we're going to take comments from each commissioner in a moment, but before we do -- this is very important because it irritates the heck out of me -- take a moment to check your telephone, your PDA, and whatever other electronic device you carry and, along with me, put it on the silent mode or vibrate or whatever you like.

Now, continuing with our custom, we allow all the commissioners to make comments to the public, and we always begin with the man on your immediate left and my immediate right, the infamous Ted Houghton of El Paso, Texas.

MR. HOUGHTON: Pleasure to be in paradise. I had the opportunity last night visiting with some folks from the Tyler area, Smith County, Cameron County, and my fellow commissioners, today will be a whole lot of fun for us, so I'm looking forward to it.

MS. ANDRADE: Good morning; glad to be here this morning. I'd like to welcome all of our out-of-town guests; we thank them for being interested in transportation for Texas, and look forward to hearing their presentations, and it's great to be here today.

MR. WILLIAMSON: Please continue.

MR. JOHNSON: I'll echo the good morning. I hope those of you who have come from the Gulf Coast region find it a little drier when you go home. We've had an enormous amount of rain.

I'd like to, at this time, congratulate the delegation from Tyler and Smith County; what a great job you are doing. As I mentioned last night to many of you, I think you've shown what I would call a mid-size city can think in larger terms in dealing with transportation issues, and so I want to congratulate you on that and I look forward to your presentation.

MR. NICHOLS: I'd also like to welcome everyone here. Hope you feel comfortable. A lot of you have taken time out of your life, taken at least a day in a lot of cases, to come and talk about the transportation issues and dreams and wants of your community. I can assure you that we take it very seriously. We welcome those thoughts, presentations and ideas. Some of you in the room are here to comment on other issues throughout the book; we look forward to those comments; we respect all opinions on issues we're going to vote on.

And I'd also like to say I enjoyed the great Smith County reception last night. Thank you very much.

MR. WILLIAMSON: Thank you, members, and I echo the thoughts about appreciation; good morning to you for being and appreciation for taking the time out of your day.

I was talking with a reporter earlier in the morning, and I made a passing comment to him and I realized how important it is to emphasize it. You know, really all you have is time, and it's the most valuable thing you have, and to take part of your time and come down here and listen and advocate and learn is a compliment to you, to the commission, and to Texas government.

Our meetings over the past two years have become longer -- some say it's because I'm on the commission. I would like to think it's because the governor and the legislature are almost totally focused on transportation infrastructure in this state and the issues we have to take up and deal with every month just take time.

I've been asked by some who participate in this process every month to be a little bit more structured in my schedule, so I'm announcing ahead of time that if we go until 12:30 or so, we will take a break for lunch; we won't break before then. I'll try to assess how much we've got to do, and if we can get done by 12:30 or 1:00, then we'll try to get done, but if it's obvious that we're not going to make it, then along about 12:30 or so we'll take an hour break and all go have a little lunch and relax and finish up business in the afternoon.

I want to personally apologize to Smith County -- and did you say Gregg County also; are they doing a combined thing? -- and to the I-69 group who hung on to the Smith County people to have a joint party. I fully intended to be there; I understand I missed a great time. Unfortunately, God sent a lightning bolt to the telephone system at my house and I've spent the last three days trying to get my phones fixed, so that had to be tended to.

Please note for the record that public notice of this meeting, containing all items on the agenda, was filed with the Office of Secretary of State at 11:07 a.m. on June 16, 2004.

Before we begin the business portion of our meeting, I need to remind everyone that if you wish to address the commission in any form, there are two speaker cards out in the lobby in the foyer. If you want to comment on an item that's on the agenda, we ask that you fill out a yellow card and identify the item upon which you intend to speak or comment.

If it's not an agenda item but you have an open or general comment you wish to share with us towards the end of the meeting, we ask that you fill out a blue card to offer that comment at the end of the meeting.

Regardless of the color of the card, we do the best we can to attempt to limit everyone to three minutes so that we can get through a sometimes difficult agenda, so please show us the courtesy of attempting to live with that if you can.

We have one delegation appearing before the commission today; that is Smith County. No doubt you've noticed that we've changed our style a little bit; we have elected to space delegation presentations out in the meeting, and I make no bones about why. I wish for you to listen to a difficult or cantankerous issue that we've got to deal with and become an apostle for the problem-solving of this commission and go back to your community and explain why things like toll roads and comprehensive development authorities and combining public transit with health and human services transit -- why those things are important to the fiscal and emotional well-being of the state. So if you'll bear with us, we're going to be going through one of those things before we hear from you.

One additional housekeeping note: We take breaks, so don't be offended if we start and stop four or five times during the day, because we take breaks.

The first item on the agenda is the approval of the minutes of the May commission meeting. Do I have a motion?

MR. JOHNSON: So moved.

MR. WILLIAMSON: Do I have a second?

MR. HOUGHTON: Second.

MR. WILLIAMSON: I have a motion and a second. All those in favor of approving the motion, please signify by saying aye.

(A chorus of ayes.)

MR. WILLIAMSON: All opposed, no.

(No response.)

MR. WILLIAMSON: Motion carries.

Next we are going to resolve, Robert, what has got to be the most difficult dilemma this commission has dealt with in the last four years, and that is once and for all we're going to decide if it's Bohuslav, Boslav, or Bohosolav; we're going to decide that today, because we have one of those guys graduating into the free world and we're going to let him pick and we're going to live with that pronunciation from now on.

(General laughter.)

MR. WILLIAMSON: Would Ken B, the director of the Design Division, please step forward?

Mike, take it away, Buddy.

MR. BEHRENS: All right. Thank you.

Today we're recognizing the retirement of Ken Bohuslav who has been with the department a long time, and we have put together a resolution and I'd like to read that resolution at this time.

"Whereas, the Texas Transportation Commission takes great pride in recognizing Ken Bohuslav, P.E. as an outstanding dedicated transportation engineer who has served the Texas Department of Transportation for more than three decades, most recently as the director of the Design Division;

"And whereas, Mr. Bohuslav earned his civil engineering degree from the University of Texas at Austin and in 1977 his license as a professional engineer, and during his career was recognized as the winner of the Gib Gilchrist Award in 1991, and the Texas Award for Historic Preservation in 1992;

"And whereas, Mr. Bohuslav has devoted 31 years of his life to public service with TxDOT by holding various positions in the Safety and Maintenance Operations Division, the Highway Design Division, the Environmental Affairs Division, and the Design Division, and during that time served on several professional committees;

"And whereas, Mr. Bohuslav became director of the Design Division in 2001 and was responsible for all roadway design, field coordination, plan development, construction letting management, Professional Consultant Contract Program, the Transportation Enhancement Program, and landscape design;

"And whereas, Mr. Bohuslav has devoted his professional life to improving transportation safety and mobility and has worked to improve the quality of life for all Texans;

"Therefore, be it resolved that the Texas Transportation Commission on the occasion of his retirement from service with the State of Texas, hereby recognizes and thanks Ken Bohuslav, P.E. for his professional career achievements and loyal service on behalf of Texas and its citizens.

"Presented by the Texas Transportation Commission on this the 24th day of June 2004."

(Applause.)

MR. WILLIAMSON: Now, before we come down and give this to you, we're going to give you a chance to resolve the pronunciation problem.

MR. K. BOHUSLAV: Well, actually, Chairman, I like Ken B the best.

MR. WILLIAMSON: You're just trying to maintain harmony for family picnics.

MR. K. BOHUSLAV: That's right. Well, Thomas is taller than I am.

MR. WILLIAMSON: He is; he's taller than all of us, I think.

Well, you've got the podium before we speak.

MR. K. BOHUSLAV: Thank you.

Well, it's been a real pleasure for me to work with the commission, especially during access management.

(General laughter.)

MR. K. BOHUSLAV: It really meant a lot to me personally and the staff to have your support at the public hearings and deflect a lot of the heat from us and to help us get through that.

It's a great commission and a great department. I've had a wonderful career with TxDOT, lots of opportunities, met a lot of great people, and I'm going to miss that part of it. But any successes that I've had in the Design Division are more a reflection of the staff that work in that division than they do of me, and if I may, I'd like to introduce some of the key staff members that are here with me today.

MR. WILLIAMSON: Please. It's your morning.

MR. K. BOHUSLAV: I'll start out with the deputy division director, Mark Marek, and you'll be seeing a whole lot more of Mark since a week from today he'll take over as the division director for the Design Division. Maria Burke is director of Field Section A; Linda Olson is director of Letting Management; Roy Meza is director of Railway Design; Mark Matthews is the director of Landscape and Enhancements, and you will all have a chance to work with Mark on the next Transportation Enhancement call; Tom Beeman is director of Field Section B; and Jean Beeman is director of Administration. I think that's all the staff members I have with me today.

One person is on vacation, Elizabeth Hilton, who is director of our Plan Development section; and Camille Thomason is at training today, and she oversees the consultant office for us.

MR. WILLIAMSON: Members, anything to say to Ken B?

MR. NICHOLS: First of all, I'd just like to thank you for all the years of service you've given to the state. I've worked with you real close on a couple of projects. I think the first time I met you, you were in the Environmental Division, weren't you?

MR. K. BOHUSLAV: That's correct.

MR. NICHOLS: And it's got to be a real personal satisfaction to you to have seen projects develop, go under construction, and to actually be built all around the state, all the things you've worked with, and you can drive and go all around the state and see things you had a touch with to help make the place a better place to live.

I just want to say I enjoyed very much working with you. I thought that you always kept your nose at it and doing the right things for the right reasons, and I very much appreciate what you've done. Thank you.

MR. K. BOHUSLAV: Thank you.

MR. JOHNSON: Ken, as you know, I was at the Bridge and Design Conference last week, and it was pointed out that you started work on January 1, 1973, and that that was a paid holiday and that some of your colleagues in the department have thought that ever since then you've been on a paid holiday.

(General laughter.)

MR. JOHNSON: I say that in jest, because I think the worth or merit or production of many of our people we're judged on not only what has been accomplished while we've been in a position of leadership, but also on the organizational structure and the process that we leave behind, and I'm confident that each division that you have been in, and certainly the Design Division that you've led, on both of those counts you will leave with very, very high marks, and I want to thank you for your years of service to this agency and the state. It's made each a better place, and I'm proud to have gotten to know you over these last few years.

MR. K. BOHUSLAV: Thank you.

MS. ANDRADE: Ken, unfortunately I didn't get a chance to work with you that closely, but you've got a great reputation in this department, I've heard great things about you. Thank you so much for what you've done for us for 31 years, it's admirable, and I truly wish you the best.

MR. K. BOHUSLAV: Thank you.

MR. HOUGHTON: Well, I'm the newbie, according to everyone on this commission, and I also did not get to work with you, but as any successful organization, it's the people -- it's not the concrete on the ground or the bridges in the air; it's the people that make up the organization, good people. I have a question, though: What are you going to do in life after TxDOT?

MR. K. BOHUSLAV: Well, I'm going to go to work for a consultant. That's probably not a big surprise.

(General laughter.)

MR. HOUGHTON: Congratulations.

MR. K. BOHUSLAV: Thank you.

MR. WILLIAMSON: I echo the comments of all four, Ken. I didn't get a chance to work with you as closely as Robert on access management, but I try to spend a lot of time observing the actions and progress of our staff, and I know that you're one of Mike Behrens' all stars. We hate to see you go and we hate to see you go to the dark side, but we understand that's the way things are.

Is it okay with you if we come down and give you this resolution?

MR. K. BOHUSLAV: Sure.

(Pause for presentation and photographs.)

MR. BEHRENS: Mr. Chairman, if I could, we have one other person we just want to recognize that will also be retiring on June 30, and that's Bill Blanton.

MR. WILLIAMSON: When did Bill decide to retire?

MR. BEHRENS: Well, he sort of snuck up on us, but Bill has been involved in audiovisual for almost over 40 years and did part of it in the Naval Reserve, did some over at "The" university, Texas A&M University, and he came to --

MR. WILLIAMSON: Where is that?

MR. BEHRENS: It's in College Station, Latitude --

(General laughter.)

MR. BLANTON: I speak Aggie.

MR. BEHRENS: He came to us in 1989 to the Travel Division and in ten years has been part of the commission meetings in audio-visual support and things like that.

So, Bill, we appreciate what you've done, glad you came and worked with us for a while, and good luck in your future.

MR. WILLIAMSON: Congratulations.

(General applause.)

MR. BLANTON: The tooth fairy left you some Texas quarters up there.

MR. NICHOLS: Those came from you?

MR. BLANTON: The tooth fairy.

(General laughter.)

MR. WILLIAMSON: Thank you, sir.

MR. BEHRENS: We'll continue on with the agenda. I would like to announce that after we get through with the discussion items, agenda item 3(a) and 3(b), we're going to take agenda item 8(b)(2) which is final rules on public transportation. So those of you that may want to comment on that agenda item, just to let you know, that will be taken up after we get through with these discussion items.

So now we'll go to agenda item number 3 where we'll discuss Comprehensive Development Agreements, and it will be led by Phil Russell.

MR. RUSSELL: Thanks, Mike; good morning, commissioners. For the record, I'm Phillip Russell, director of the Turnpike Division.

Today's discussion item, I thought I might give you perhaps a little overview, a little historic perspective, and then open it up for general discussion, if that's your will.

As you know, Chapter 361 of the Transportation Code authorizes the department to enter into comprehensive development agreements. These agreements are with a private entity to develop a turnpike project. Statutorily, those agreements must include design and construction and may include financing, acquisition, operation and maintenance, and generally, the language applies to both the solicited and unsolicited processes.

Currently we have five CDAs that are in various development stages. State Highway 130, that I think you all are familiar with here in the Austin area, that contract was executed a couple of years ago. Of course, the Trans-Texas Corridor 35 element, we have an open procurement now that my division is coordinating. The Austin District has a couple of CDAs that are out there: one to provide toll booths, the design, construction and delivery of toll booths for the Central Texas Project; as well as one to complete the southern link of the State Highway 45 Southeast project. Lastly, we have a request for competing proposals out in the Dallas and Fort Worth districts on the 820/183 projects.

So we're certainly not experts, by any stretch of the imagination, but we are beginning to accumulate some experience and to develop some ideas on comprehensive development agreements in general. So it might be an opportune time to develop a policy on how the department will be looking at comprehensive development agreements in general.

If that would be the desire of the commission and the administration, that policy may contain or probably should contain the sorts of projects that the department will be interested in in utilizing a comprehensive development agreement, and specifically the sorts of projects that really lend themselves towards CDAs.

Generally, those are large projects; specifically in the turnpike area, those are projects that need to be developed in one fell swoop; not in piecemeal fashion but in one large project so that it can be opened and begin collecting tolls.

Some very complex projects particularly lend themselves to CDAs, and of course, if there are schedule advantages where we can save some development time, or if we can save some money, then again, CDAs are a very good delivery system.

Generally, CDAs should not be utilized for a broad range of nonspecific services. From time to time we'll get groups that will come in and say: Hey, we have a great idea here; what if we do this or do that. And a lot of those are more generic design type services that really don't include any construction elements; they really don't include financial elements as well, and so for the most part we said, No, really we'll handle those through a normal professional services procurement; what we're looking for is something that, again, provides some benefit to the state.

As to unsolicited proposals, the policy should reinforce TxDOT's expectations for those sorts of proposals. Typically we focus -- and again, I'm talking about those conceptual unsolicited proposals that come in.

Typically those proposals should focus on the business and the financial aspects, and specifically their ability to leverage state and federal dollars. We typically have not expected a high level of engineering in these conceptual plans, but we do need enough to understand the basic concepts and the validity of the plan.

The project that's included in the proposal would need to be consistent with state and local planning and specifically fit within TxDOT's transportation and financial priorities. Of increased importance, of course, is in metropolitan areas those proposals would need to be closely coordinated not only with the districts but with those metropolitan planning organizations.

The policy may also want to discuss the use of CDAs on the Trans-Texas Corridor. Right now we currently have the opportunity to take unsolicited proposals as well as solicited proposals, and there are pros and cons to both of those. We get a lot of input on unsolicited as well as solicited proposals, and again, I think that's an area for good discussion.

The policy may want to discuss also the RMAs involvement in the Trans-Texas Corridor. There has been quite a lot of discussion in the private sector, I think, about what the role of RMAs have been. TTC obviously has not only regional but statewide and national implications. As such, it may be in the best interest of the state for the department to take more of a leadership role in developing the Trans-Texas Corridor, whereas, the RMAs and the local entities will help deliver those critical linkages between those metropolitan areas and the corridor itself.

The policy should contain a conflict of interest statement. Within TxDOT I think we all have a lot of comfort, in a typical fashion, we understand those traditional conflicts of interest issues. Over the past four or five years, and particularly over the last year, it's really come to a head on all the sorts of new conflicts of interest.

It may be something like can a traffic and revenue engineer provide the investment grade rating and be a member of the development team. The answer is no, in case anybody out there is wondering, but those are situations that I think we kind of have the sense for what's right or what's wrong, and what's black and what's white.

What we're seeing, though, more and more now as we get into the procurement area, procurement engineer, utilizing environmental engineers, should they be working on the developer side as well as the owner, the OT side, and so that's an area that we will need to explore very closely. I have received a lot of informal input, as I suspect you all have as well, from the private sector and it's something that should be included in that policy if that's the choice to go forward.

Parallel with this policy statement, there are existing rules in Chapter 27 that would also probably need to be updated as well. Some of those may be more cleanup, more updating, but there are a multitude of other issues that are out there, particularly on what the commission's view is as far as approvals.

Should the commission continue to approve the solicitation of a project, the issue of stipends has certainly had a lot of discussions over the past few CDAs; is that something that the administration should have the approval authority on. So I think as we develop the policy, our existing rules will need to be touched upon as well and cleaned up.

With that, Chairman, I'd be happy to answer any questions that you might have.

MR. WILLIAMSON: Phil, I think there's going to be quite a bit of discussion about this topic; I'm still formulating how I want to ask my question. I know that each commission member has some dialogue they wish to execute; I don't know what that dialogue is.

I think the best way to start this is to begin with Ted and just say generally take it and take it as far as you want to, Ted, and when you're done, just indicate to Hope and let Hope take it as far as she wants to, and then hand off to John and then to Robert, and then we'll go back through and summarize after we're done.

MR. HOUGHTON: When you talk about size and large, define it.

MR. RUSSELL: It has not been defined, and I would suggest not defining it. I think it's always very, very difficult to put a number value on that. Across the country, everybody has different views on what large is; it's a relative statement, and I think within even TxDOT that's probably a relative term. What's large in Dallas certainly is very, very large in some of the more rural districts, so I don't think we could quantify that and I think it would be very, very difficult to do that.

MR. HOUGHTON: From the standpoint of the proposals that you have seen today, other than the 130 -- let's exclude 130 -- have most of these proposals been bringing equity to the table to these projects, outside equity?

MR. RUSSELL: No, sir.

MR. HOUGHTON: And from an internal standpoint, what set of eyes outside TxDOT look at these CDAs?

MR. RUSSELL: Let me make sure I understand your question. Who puts those CDAs together?

MR. HOUGHTON: Who reviews them, who is the review team?

MR. RUSSELL: Outside of TxDOT?

MR. HOUGHTON: Uh-huh.

MR. RUSSELL: I don't think there is a review team outside of TxDOT.

MR. HOUGHTON: No. We hire consultants to look at these.

MR. RUSSELL: Okay. I misunderstood your question. Right. We typically have put together a team:

We have a special counsel that OGC coordinates -- currently it's the Nassman Law Firm -- that helps with these CDA matters, fairly specialized practice of law, and we typically have hired a procurement engineer. On the 35 TTC it's the HNTB Team; on 130 it was an HDR team, but these are engineering teams that don't delve so much into the legal matters -- obviously they can't -- but they do a lot of heavy lifting for the team, a lot of those technical specifications. So in the past, that's how we put those teams together.

That is an area, Commissioner Houghton, where we are really receiving a lot of interest, it's creating a lot of nervousness, both internally within the department and outside, the role of these procurement engineers, and I think ultimately we're probably better served at developing some core competency within the department and handling that element ourselves.

MR. HOUGHTON: I'll turn it over to somebody else for right now, Mr. Chair.

MS. ANDRADE: Good morning, Phil.

MR. RUSSELL: Good morning.

MS. ANDRADE: Of the five that we have right now, how many were unsolicited?

MR. RUSSELL: Let's see; four out of the five were unsolicited.

MS. ANDRADE: Four out of the five, okay. Well, what's the time frame -- walk me through the process. Once we see the unsolicited proposal, we receive it, how long do we have to get back to the people that submitted?

MR. RUSSELL: Typically, the entire process from inception to the point of executing the contract probably takes anywhere from 12 to 18 months, depending on the time frame, the type of project, the complexity of the project.

In the case of 820/183 -- which is our latest unsuccessful proposal -- that came to us, if memory serves me, at the Waco April commission meeting. At that point you authorized to open it up to competing proposals; that advertisement was placed the end of May, I think May 27; I believe we gave them 90 days to offer those competing proposals; that's put us in the time frame of about mid-August, August 20, August 23.

At that time we'll sit down, we'll look at the competing proposals, we'll evaluate them, hopefully with an internal TxDOT team, and that will probably take around a month or so. At that point we'll make a determination of whether we should move forward with the solicited -- excuse me -- with the detailed proposal stage. In the past that's where the stipend issue has come up, we've brought it to the commission to get your input on what the stipend should be, how much should it be.

Once we're given approval to move forward with that detailed proposal stage, that's where it's a bit elastic. We have what we call an industry review period that in the past I think the industry has found very helpful; we certainly have as well.

That period is anywhere from six to nine months where we sit down with the proposers, let them know kind of our mind set, what we're looking for, if we're talking about financial contributions we really home in on that. We try to move back and forth, and then we begin developing the documents: the instructions to proposers, the CDAs themselves, and we use that as a platform to vet with the private sector those documents. And through that vetting we learn very quickly where those risks should be allocated, should they be on the state side or are they more appropriate to be on the private side.

Typically, we try to push more of that risk and responsibility to the private side; they, in turn, push back a little bit; and through that process, we learn where the most appropriate risk allocation is. And we'll have a lot of those one-on-one meetings where we learn and we craft that document.

Then at the completion of that, we'll issue the detailed proposal, and that will be the time where they really go out and burn that midnight oil and put together their detailed proposal for our review. That typically, if memory serves me correctly, has to be at least -- I think it also says 45 days, but typically it's in the 90 to 120 time line period.

A lot of discussion that's occurred in the past has been what's the proper length of time. On the one hand, the unsolicited proposal would like it truncated down to be just as short as possible because they do have a bit of a competitive edge.

On the other side, we obviously want good competition, and so that would lend itself to pushing it towards six months or a year. And there's a sweet spot in there where we're always striving to get the right amount of time so that that unsolicited proposer who put in a lot of time, effort and money is somewhat rewarded for their diligence, but at the same time, everybody else is given an opportunity to compete.

So again, typically that's been running 90 to 120 days, depending on the magnitude and the complexity of the project. Once those proposers come in --

MR. WILLIAMSON: May I interrupt a moment?

MS. ANDRADE: Sure.

MR. WILLIAMSON: Phillip, I want to take you back to a comment you just made. Thank you for letting me interject. As you were rambling through that explanation, you said the person who makes the unsolicited proposal of course wants to shorten that time frame in order to give competitors the least amount of time because he or she has a competitive edge. And then you said what the department wants is the most competition possible, or something to that effect.

MR. RUSSELL: Yes, sir.

MR. WILLIAMSON: Now, the purpose of these discussions items on the agenda is for commissioners to dialogue with each other legally and kind of tell each other where they are. More importantly is for you as a staff person and Mike as executive director to understand in a group setting the concerns that the commission wishes to be addressed. All of us are self-employed business people; we don't sit down here and waste our valuable time just to flap our jaws.

And that answer you were given, Hope, is very revealing about the department's mindset -- and maybe I'm alone in this; we're fixing to find out, I think -- for this commissioner, the notion of the most competition possible is nearly as important as getting a piece of infrastructure built as fast as possible according to what we have determined is in the best interest of the state.

For example, Amadeo, are you out there? Can you step forward, please? I'm going to use you as an example. Would you identify yourself?

MR. SAENZ: For the record, I'm Amadeo Saenz, assistant executive director for Engineering.

MR. WILLIAMSON: Assistant executive director for engineering.

MR. SAENZ: Yes, sir.

MR. WILLIAMSON: And what was your previous position with the department?

MR. SAENZ: I was a district engineer in the Pharr District, South Texas.

MR. WILLIAMSON: And in the Pharr District was there a bridge that recently got destroyed by a boat?

MR. SAENZ: Yes, sir, the Queen Isabella Causeway was hit by a barge, a towboat that was pushing some barges, and it collapsed.

MR. WILLIAMSON: The causeway collapsed.

MR. SAENZ: Yes, sir.

MR. WILLIAMSON: And so did we have to rebuild the causeway fast?

MR. SAENZ: Yes, sir, we did.

MR. WILLIAMSON: About how much money did that cost us?

MR. SAENZ: I think when all is said and done, we spent close to $15 million.

MR. WILLIAMSON: Pretty sizable chunk of money.

MR. SAENZ: Yes, sir.

MR. WILLIAMSON: Tell me, Amadeo, after the boat hit the causeway and the causeway collapsed, how much time did you spend assuring that we had the most competition possible in deciding to rebuild the causeway?

MR. SAENZ: Not very much.

MR. WILLIAMSON: In other words, you knew what you had to do and you knew generally what the financial constraints were in which to do it.

MR. SAENZ: We knew we needed a capable or competent bridge contractor that had the resources to be able to do the job in the fastest way possible.

MR. WILLIAMSON: So you knew what the goal was, you knew what the objective was, you knew what your budget was, you made a decision, and the department rebuilt the bridge how fast?

MR. SAENZ: We built it in, I believe, 59 days.

MR. WILLIAMSON: Fifty-nine days.

MR. SAENZ: Yes.

MR. WILLIAMSON: Thank you.

Here's my point, Phillip: I've been in government 20 years now, the first 13 on the legislative side, the next three on the political side, and the rest here, and I will guarantee you the best agencies in the State of Texas, the best federal employees, the best city employees, it don't matter, the more time you give yourself to do something, the more time you'll take.

And my point is this commissioner believes what's important is we need transportation infrastructure built in this state. Having the maximum number of people offering their opinions about what they would charge us is not nearly as important to me as having one person who's willing to build that bridge or build that railroad or build that superhighway on the terms and conditions we have previously identified as acceptable to the taxpayers of the state.

That's why we're hired to do what we do; that's why the governor appoints us, that's why we hired Mike Behrens, that's why he hires you: to exercise judgment. And if we already know we need to build a highway, if we know we need to add two lanes to Interstate 35 and we can't afford it and therefore we're going to have to do it with tolls, we don't need 72 engineering firms and 62 construction companies telling us how they individually would do that, supervised by 47 consulting firms telling them how they're going to do it. We need one brave soul to say: You want it done for $85 million, $219 million or $3 billion, we'll do it; here's the time line; give us the specs later, we need to start.

That's what we need; we don't need the most number of people competing to share their opinion -- that's my opinion. Thank you for letting me interject, Hope. And certainly feel free to argue with me, please.

(General laughter.)

MR. ANDRADE: Let me clarify where I was going with this. What I want to make sure that we do, Phil, is we're encouraging firms to submit unsolicited proposals so we owe them the courtesy and respect to respond to them quickly, to let them know what we're doing.

So I want to make sure that we keep communication with them; otherwise, they're going to feel like it's a waste of their time and effort if they submit something and we don't respond to it quickly. You know, that's what I'd like to make sure is we put a process in place that the firm knows that once we receive it, we're going to acknowledge it, we're going to work on it, whether it takes us 90, 120, 180 days, but that they know where we're going so that they know what to expect. Otherwise, they're calling us at times and saying I submitted a proposal and then we have to call you and say where is it.

MR. RUSSELL: Right.

MR. ANDRADE: So that's my concern, is we want to encourage it but we want to give them the respect and courtesy of their effort. Thank you.

MR. JOHNSON: I think what I want to say, Phil, is somewhat along the same lines that Hope was trying to convey. My impression is this has the potential to be a hugely effective tool for this department and the state, and what I would hate to see us do is make it so restrictive or so tight in what qualifications are that we would lose the benefit by excluding the potential of some projects that we might get done. So if we make the box or the door so small that we exclude the potential, I think we've lost a lot of the effect.

The other thing that occurs to me is we are new to this type of doing business and these rules are going to change; we're going to learn more and we're going to learn do to things better and what to expect as we gain a little experience. I think we need to keep that in mind, especially as we're trying to organize our initial thoughts and put them down in some sort of communicable fashion to let everybody who's interested in this sort of the use of CDA, whether they're communities or whether they're the actual consortium of firms that get together to present them. I just don't want us to sell ourselves short and restrict the flexibility that this tool has.

The other thing that I wanted to ask you -- and maybe Amadeo is a good resource here -- is we have a number of new tools. One that comes to mind is pass-through tolls, and do we have the flexibility to use a hybrid tool if you will, a CDA that has a pass-through toll agreement?

I do think with the flexibility of the number of the new things that we've got in House Bill 3588 that there's a lot of potential mergers, use of one or more, two or more of these tools, to get, as the chairman so eloquently said, to get things done and get them done quickly, because time is very precious.

MR. RUSSELL: Commissioner Johnson, those are two separate processes, obviously the CDA process, as well as the pass-through toll provisions. When the pass-through toll comes from a private entity, then there are some opportunities there to seek kind of competing proposals, two different processes, but potentially, especially on the Trans-Texas Corridor, I suppose that both of those elements could be utilized but as two separate processes.

Amadeo, do you have anything to add?

MR. SAENZ: Thank you. For the record again, Amadeo Saenz.

The pass-through toll mechanism is really a financing mechanism; it's a method to be able to pay for the project. We can incorporate that into the way we develop projects, whether it was a simple design-bid-build project and a local entity is going to provide the money up front and then we will reimburse them through pass-through tolling, we can do them through the CDA process.

So we have a lot of flexibility; the tools do that for us now and it's just a matter of sitting down and you look at the project and find out the best way or the most cost-effective way to develop it and roll it out and pay for it. So we can do that.

MR. HOUGHTON: It would seem to me that the developer, if they understand all the tools, would understand that pass-through tolling is a way to finance some of these projects on the front end.

MR. SAENZ: Yes, sir, and we have gotten inquiries from developers, from public entities, cities and counties that are looking at ways to advance and accelerate projects and looking at ways to use the new tools, and then how those projects are then developed where we will finance them maybe through a pass-through tolling mechanism and then they can be built using a CDA. So it can be done and we can combine them; it's just a matter of looking at each project individually.

MR. JOHNSON: Amadeo, I know that several of us have been out encouraging, whether they be counties or RMAs or a group of developers, to consider pass-through tolls, to consider a lot of these tools with the idea that the time is right.

We need to be moving projects as quickly as we can from conception to ribbon-cutting. And particularly on the pass-through toll aspect of that tool, there are several let's call it in the infancy stage, how are we progressing in terms of the response to at least my plea that the time is right now and let's move some of these forward and get some experience utilizing these tools.

MR. SAENZ: Yes, sir. Of course, we have finalized the rules, we have final rules in place, we have been talking to several public entities -- in this case they've all been public. For example, we have gotten one proposal from Montgomery County that -- I'm going to put my staff on notice -- we will try to bring to you all, to the commission next month in July. It's a two-step process to approve a pass-through tolling agreement. The first part is really that the project meets the criteria that you have established, and it gives us authority to proceed with the negotiation of a pass-through tolling agreement. So we hope to be able to bring you Montgomery County's pass-through tolling proposal next month in July.

But we are working with several others. For example, Montgomery County, that's the one that's furthest in the mail or has been cooking a little bit longer; we have been working with the City of Weatherford; we have been working -- later on today you'll have a project in the City of Kyle that involves several mechanisms to develop the project, one of them being pass-through tolls. You'll be considering something on that, not the pass-through tolling element but just the project development and how pass-through tolling could tie into that.

And of course, Grayson County had formed an RMA that was approved a couple of months ago. We're meeting with them because part of their project they want to do through pass-through tolling. So we have several projects that are underway; probably the first one you'll see will be Montgomery County, and we hope to bring that to you next month.

MR. JOHNSON: Thank you. I didn't want to go down too much of a different path, but that's very informative.

MR. WILLIAMSON: It's a discussion item, so it's wherever you want to range.

MR. RUSSELL: Commissioner Johnson, if I could, I need some clarification on your first point. If I understood you correctly, you indicated a desire not to have too much regimentation; I think you said to create a box around that. Were you talking about the types of projects that we might utilize it for.

MR. JOHNSON: Mostly.

MR. RUSSELL: And I guess I wouldn't be doing my job if I didn't convey it. I think from the private sector there is some nervousness that is so broad that they're spreading their forces and their resources pretty thin, and so I think the private sector would -- they're very interested in having the department say, here is a list of projects that we would like CDAs on, and from the unsolicited standpoint, here are the types of projects, so that helps focus their attention.

And I think they worry a little bit, again, expending tremendous amount of resources, and we get back into the issue of stipends and that which has been obviously a great discussion point over several commission meetings. So that would be the counterbalance to that.

MR. JOHNSON: Well, I mean, we can basically lead them to water and just paint the path or draw them a map to the project we think are worthwhile. But I mean, to me those are very evident to them anyway, and to fully utilize something of this nature, we need the ones that we haven't thought of.

Not all good ideas originate in this department; I know this department is very capable, but there might be projects out there that we've overlooked or might have been in the center of the screen at one time and now have drifted. So I think this is a way that we can get more attention paid to more potential projects.

And obviously some of them with great imagination just aren't doable, and as Hope said, we need to be responsive and say you know, right now the time is not right for that particular aspect or that concept. But it plants a seed and that seed might come to life years down the road.

MR. WILLIAMSON: Well, John you make a good point about not all great ideas originate here, and there's reasons why.

Department staff is focused on a lot of things; we suffer from the affliction that all government suffers from and that is frequently our employees don't really know who the boss is. You know, is it Mike, is it the Commission, is it the House Appropriations Committee, is it the Senate Finance Commission? Who's the boss? So we have to deal with that.

But my observation, after three years of the business, from this angle is that we tend to, we are forced into looking backwards in planning our transportation investments forward. That is, the Texas Congestion Index has to reach a .7 before we start thinking about spending money there.

And the developer world and the mayor world and the county judge world, they're saying I know that things are stacked up in downtown Cameron County, but the real problem for us in two years is that railroad crossing, and we need it fixed now because it's going to be a problem. Well, we're not geared to do that, and I think what Commissioner Johnson -- the point he's trying to make is maybe we need to be geared to do that.

When it gets my turn to blather, I'll get some things on the record. But, you know, Phil, I understand what you're saying about the engineers and the constructors and the financers and the big-time developers who purport to do all of that. They're always asking us to give them guidance; they're always asking us to hold their hand; they're always asking us to help them limit risk and guarantee profit.

That is the relationship between the private sector and government. If the private sector can persuade government to limit their risk and guarantee them profits, why shouldn't they try to do that through acting in their own self-interest.

My perspective is, as Mr. Johnson said, I think it's pretty easy to point to the water trough and say, We want you to drink from there and you need to figure out if you want to spend the money to get over there. I don't have, myself, much patience for those who say, Gosh, give us some decisions so we don't waste our money. If somebody told me that, I wouldn't drill a well.

John, would you ever build a chemical pit?

MR. JOHNSON: I can't build chemical pits anymore.

(General laughter.)

MR. WILLIAMSON: Would you ever try to develop 16 different ways to do that plastic bag to suck blood out of the air? Ted, would you have ever piped water to the mountain? Hope, would you have ever tried to combine two medical functions into one person?

I mean, that's just silly; it's silly for people to make that complaint.

MR. HOUGHTON: Well, in the financial world, when you talk about six months to a year, that's an eternity. When you get CDAs or developers putting together the financial profile, a week can change that. So the longer these processes go out, I think the least interested these people become. If they say it's going to take a year, well, we're not interested in doing this. There's got to be a quicker resolution to the issues.

MR. RUSSELL: Right. I think, Commissioner Houghton, on that process, as I rambled through that process, that proposal time, that six months or so that I've talked about, we found that the input from the private sector is they want it.

I think on our side we're perfectly happy to compress that down to a relatively little amount of time, but I think they value that ability to sit down and kind of understand the documents and what the sense is.

MR. HOUGHTON: I don't think, in my opinion, if I'm driving the choo-choo, we want that project on the ground; I'm not interested in how long they want it. I think stretching it out -- but that there's got to be a bar and there's got to be a deadline that we say: We're cutting bait; we're fishing and we're cutting.

MR. WILLIAMSON: And, Phil, they take their cue from you. I mean, these are all men and women -- in my movement across the state, I continually try to point out -- as I'll point out to my friends from Smith County -- we've got two pots of money: we've got tax money and we've got our traditional process of distributing that tax money; and we've got all this new debt and these new tools and it's a nontraditional way of doing it.

But these guys who are nibbling at the nontraditional pot are also the same guys that are working for Richard Skopik in Waco at the traditional pot and they take their cues from you and they're supersensitive to what staff says.

So they hear the commission saying, let's go, and they hear you saying that here are 97 more regulations that that consulting firm has recommended to us we make you comply with. And the story I hear -- and I suspect what I just heard Ted say -- is not that they want more of that stuff; they want less. They want us to define the goal and the amount of money we're willing to pay to reach the goal and let them decide how to get there.

Mike, you always tell me professional engineers have standards you have to live by, so all these guys are going to have professional engineers designing this stuff. They're not going to design something that doesn't work; we're not going to approve something that doesn't work.

So I don't know if it's the best thing when somebody says, I want more time; that may be the firm that doesn't want this to succeed anyway and they're just saying, I want more time, but what they really want is for the process to get slowed down where people give up.

MR. HOUGHTON: Do we have any design-own-operate proposals?

MR. RUSSELL: What's that now?

MR. HOUGHTON: Design-own-operate proposals.

MR. RUSSELL: Potentially the 35 TTC will be a long-term concession, more of a European design.

MR. WILLIAMSON: Is that the one that Nichols wants?

MR. RUSSELL: I think that may be the one.

MR. WILLIAMSON: I was just trying to wake you up.

MR. NICHOLS: I wasn't asleep; I was waiting on my turn.

(General laughter.)

MR. RUSSELL: The 820/183 potentially could be as well.

MR. NICHOLS: Is it my turn?

MR. WILLIAMSON: It's your turn.

MR. NICHOLS: First of all, before I make comments related to this issue, I notice that this is the only one -- item number 3 on the agenda is the only one that you're going to be standing there?

MR. RUSSELL: Yes, sir.

MR. NICHOLS: And I wanted to say and recognize how much we appreciate the work that you have done and the TTA staff has done in the last six to twelve months since the passage of 3588.

Because of the explosion of opportunities in tolling, because of the minute orders and direction from the commission to begin much more aggressively evaluating our opportunities, and because of the communities who have come up with so many of their own ideas, most people don't recognize how much you have really cranked out.

You're kind of back there quiet, yet you're everywhere all over the state touching each of the communities on these projects. And I wanted you to know that publicly we recognize that and appreciate it; you have really done yeoman's work on that stuff.

MR. RUSSELL: Really appreciate that. Obviously staff is doing a fantastic job; they're spending countless hours.

MR. NICHOLS: And I think in two years we're going to see some incredible stuff coming out because of that work.

Related to this discussion item, we're talking about comprehensive development agreements, solicited and unsolicited proposals. Now, we already have rules on the books related to these. When we put those together, I recall that we wanted a structure, first of all, to meet the legislation and certain protections in there, but we also wanted to keep these things with a creativity out there. And because of that, we have seen a lot of very unusual things come in.

One of the proposals -- which is not a CDA but it's kind of in that mind -- I think we're going to hear from a delegation today related to toll road, but it's the creativity in this that I think is also important to keep. Yet at the same time, I can see we're getting a flurry of proposals for CDAs that I don't think we want to consider.

I've seen some types that I'm beginning to see that some of the ones in particular where the proposal is, We could build this highway, but you pay us to go do the study to see if it's worthy; if it's worthy, then we'll do a revenue study, if you'll pay us, and if the revenues work out good, then we'll sell the bonds for you and then all the extra money, whatever that happens to be, you pay us and we'll build it. That's not a very good proposal, but we saw a flurry of those.

MR. WILLIAMSON: For us; a great proposal for the other guy.

MR. NICHOLS: Yes.

MR. WILLIAMSON: Probably the same guy that's in there telling Phil to give me more direction. You know, socialists come from both political parties; they're not limited to one.

MR. NICHOLS: So I think, me personally, it is important for us to have some basic guidelines, because I think people are looking -- communities, counties, developers would like some basic feel for what it is we're thinking.

And they've gone to the rules, they've talked to staff, I know many of them have gone and talked to us individually to kind of get a feel for what we're looking for. So I think it would be helpful to try to put together a set of guidelines, and I think that's the intent here: to try to come up with some kind of general guideline. So, yes, I am in favor of that.

But I think it also should be mentioned in that guideline that it is strictly a guideline, not a rigid rule, which is totally different. And it should be explained in there that unusual creative ideas that are exceptions in here certainly are encouraged and should be looked at and evaluated, but generally, this is kind of maybe what we expect.

Now, getting into that, was this posted -- this discussion and these bullet points posted on the internet with our book? He's saying yes; he's saying no.

MR. BEHRENS: Well, the agenda was posted.

MR. NICHOLS: The agenda was posted but this page that's in my book was not on the internet, so everybody hasn't had an opportunity.

MR. WILLIAMSON: That's a staff memo.

MR. NICHOLS: And that's all it is is a staff memo to us with some general ideas and bullet points. I'm obviously not going to go down here; I'm telling you that most of the items I see in here I think are very good; the ones I'm going to discuss are what I think I have a concern about.

One of these things was a bullet point referring to procurement engineering services will be done in-house. Generally, in a comprehensive development agreement, inclusive in that is the engineering itself, so I didn't quite understand what was meant by that.

MR. RUSSELL: Commissioner, the notion of a procurement engineer, they do just that; they help us with that procurement. It's a fairly complex process, perhaps too many regulations, but it's a fairly complex process. It's something new for the department that we're getting into. So besides having legal counsel help us with some of the legal portions, there's just a lot of that technical stuff that is unique to a comprehensive proposal.

MR. NICHOLS: You're talking about engineering to evaluate these proposals.

MR. RUSSELL: Well, to help us put together those documents. Ultimately, TxDOT employees would make those decisions on who is successful and who is not successful, but they provide a lot of that heavy lifting and expertise on how those things are put together, and that's an area that is creating a lot of conflict issues, and what I've suggested to the administration is that we create that core competency within the department and we just start handling that ourselves.

MR. NICHOLS: But you didn't mean engineering as in engineering the project itself.

MR. RUSSELL: No, sir.

MR. NICHOLS: Just wanted to clarify that.

One of the things in here is that TxDOT will focus its evaluation of unsolicited proposals on the business and financial aspects of the proposal. I wanted to make sure we also include in there as well as the benefits to the public.

I mean, it may be financially sound and have some of these other things, but if it isn't beneficial to the public, well, then we don't want to just do it.

MR. RUSSELL: Right. And I think, Commissioner, that's in line with exactly what I'm hearing. At that stage we don't want to get into a lot of the details, not too many regulations; we want them to come in with their idea. They have to give us enough information so that we can convey it to you all whether that's something worthy that the state moves forward, but it does put a lot of emphasis on the financial structure that they're leveraging our state and federal dollars.

MR. WILLIAMSON: Robert, can we have a little dialogue about that?

MR. NICHOLS: Which part?

MR. WILLIAMSON: What you just told him that you were concerned about.

MR. NICHOLS: About the public benefit?

MR. WILLIAMSON: Yes, public benefit looking backwards, or public benefit looking forward as best as we could project.

And let me give you an example. All of us who are from the western portion of the North Texas Metroplex understand that the next housing corridor in our part of the world is probably up 35W towards Alliance Airport and off to the west side of the road. The congestion index is not high enough now to compete with, for example, 183 going across north Fort Worth, but all of us who live in that area rationally expect that that's what's going to happen over the next 20 years.

So two developers walk in with a project: one to add three toll lanes to 183 to address instant congestion -- that's looking back; and one to add four toll lanes up 35W to provide capacity for growth that's fixing to occur.

Is it your viewpoint that you're expressing to Phil that you want the benefit to the driving public to be focused on the 183 or the known 35W, as an example?

MR. NICHOLS: When I refer to benefits to the public, I just want to make sure that we fully evaluate that this is beneficial to the public.

MR. WILLIAMSON: So it could be future or past.

MR. NICHOLS: It could be future or past, yes. You've got a lot of situations in some of the urbanized areas and some of the small urban areas where you're already jammed up. I mean, you could say it's looking backwards, but --

MR. WILLIAMSON: But I'm not saying backwards in a negative term, Robert, I mean looking at you can see that congestion is there.

MR. NICHOLS: You've got some things that you can build toward the future that will eliminate a problem from occurring at that point. But still, my only point there was in addition to just reviewing the financial aspects, that we spend time with the benefit because ultimately with limited dollars we're going to have to choose the ones that are most beneficial.

There was a comment here: TxDOT discourages the submission of unsolicited proposals unless 1, 2, 3, 4, 5, 6. One of those was -- and you and I have had this discussion -- environmental evaluation efforts for the project should already be completed or underway. I circled that thing early. To me, that's almost a whole discussion item in itself.

MR. WILLIAMSON: How funny. I've got to show you this.

MR. NICHOLS: Why? Is that one you circled?

MR. WILLIAMSON: The first thing I circled.

(General laughter.)

MR. NICHOLS: We are going through a learning process; our industry is going through a learning process related to this. What I personally learned when we did the 130 project is when we built and did that big contract, that CDA, we did what I call a what-if matrix, it's a risk matrix -- there's probably a better term for that -- but it's kind of like what-if and there's a long list of things like lawyers put in a contract, and then crosswise was what you actually do and who's going to be responsible for it which is not really part of the project, it's the exceptions of these unusual things that happen.

We already had gone through the environmental process, had a record of decision, and that matrix was huge and scary.

MR. RUSSELL: Yes, sir.

MR. NICHOLS: The basic dollars in terms of the contract seemed to be one thing but until you get into the risk matrix, it could be a whole different thing.

We also knew from that, as we looked at some more unsolicited -- I think it was our very next unsolicited, which was our first unsolicited on 45 Southeast, where we had not gone through the environmental, and as we put that risk matrix together, it wasn't just twice as big, it was like four or five times as big because you can't lock in a route until you finish your environmental, and if the route goes over here instead of over here, it could be longer, may have bridges, what happens if you have cemeteries or archeological sites and who takes the risk.

We kept seeing all these proposals with us taking a risk. So there is certainly an inclination to head toward, Let's only look at the ones that the environmentals are underway or whatever.

But however, if we do that and direct these unsolicited proposals to go only where this environmental work is either complete or is substantially underway, then we are trying to drive everybody on projects we're already working on. These are the projects we are working on, and in effect, we're not out doing environmental projects on projects we're not working on or intend to work on which leads everybody away from the creativity aspect of I've got a great idea over here where TxDOT hasn't thought or considered that should be developed, and here's why and here's our proposal. We drive those kind of ideas away.

So I would be very hesitant to put something related to that in there for that reason, but somehow or another we need to include in there or at least mention, if we're dealing with general guidelines, that if a proposer wants to tackle a project out there, and they're coming in and expecting us to put up dollars and communities to make these commitments, that they're the ones that need to be prepared to take on the risks or the what-ifs in that matrix, and heavy it toward them, not toward us.

MR. WILLIAMSON: But, Robert, we've got a process in place that will let us get there if we'll just use it, and we started talking about this six months ago, and that is the notion that Thomas Bohuslav every month -- well, every day spends a great deal of the taxpayers' money telling you and me and John and Hope and Ted what a highway that we're fixing to let a contract on ought to cost. We already know that; in fact, I'm told we may be the best in the United States in knowing that. Our estimating system is routinely within 6 percent of what actual contract amount is.

MR. NICHOLS: But if you know the miles. In other words, you may draw a line from Point A to Point B and it's ten miles, but by the time you finish the environmental process, it could be 12.

MR. WILLIAMSON: It could be 12. But my point is in supporting what the commissioner said -- because I circled that also and I suspect other members circled that piece, because the alarm that went off in my head was: Okay, now we're going to tell the private sector after all of this imagination; don't work on anything that we haven't already selected as being important to us. But we have the ability to know what something ought to cost today, six months from now, a year from now, three years from now.

And I could tell you as a guy who lays natural gas pipelines under similar circumstances, it's entirely possible to say I can lay your four-inch line, I estimate it will take four years, I'm going to charge you $9, here are the caveats, and I understand that the change order will have to be approved by your costing -- I do that every day.

So I go into a project that I think is going to go this way and it ends up going this way, and my client's cost evaluation team is the one that makes the decision about what I get paid for it, but I'm willing to do that because there's profit in it for me.

And I don't see any reason why most design engineering firms -- well, maybe one or two -- and most construction companies -- well, maybe one or two -- wouldn't be willing to take the same chance. I mean, the commissioner makes a good point.

Using that evaluation, those people in northwest Tarrant County would be waiting three years for us to budget to start the environmental for what's fixing to be the highest growth corridor in Tarrant County.

I'm sorry, Robert.

MR. NICHOLS: Okay. Still related to that issue that if it happens to be a project that we are already working on, working down the path on, if we feel like it should be a comprehensive development group, then we would probably go out and solicit that.

I know we've had a couple of situations, at least one in particular, where we had a district that was working in that direction but before they got a chance to actually go out and solicit, one of the proposals came in and did an unsolicited, kind of tripped up, and then all of a sudden we had to refocus. That's not really what I personally envision as an unsolicited proposal.

To me an unsolicited is that a bit of entrepreneurial, creative, this ought to be built; we've come up with a great way to do it and finance it that you haven't thought of, and therefore I'm going to make an unsolicited proposal.

That's kind of the way I envision it, not, We're probably going to be going out in four months for a solicited proposal but somebody runs in and beats you to the punch with an unsolicited and then it triggers our entire process.

On the process itself, I know there were conversations earlier about trying to speed that process up -- which I always would encourage. I think there are things on our evaluation side, on the front-end and the back-end that we probably can, as we do more of these, figure out ways to streamline them and speed them up.

But at the same time, when we go out -- we are dealing with taxpayers' money -- when we go out and get one of these to the public, I want to make sure that we do allow ample time for other people to give competitive proposals.

I think we do not want a process like this, particularly I remember one project was over a billion dollars and at the time our rule was fixed at 45 days for competitive review.

Well, these people had worked on this for six months and knew our rule and went out and then we would have only allowed 45 days for anybody else who didn't even know that we were going to expect it, and there's no way you can get a reasonable proposal on a billion dollar project in 45 days when you didn't even know until it was advertised that it was coming out.

And we would have been locked into one consortium and that's a factor where time, trying to go on the short side, would have given a competitive disadvantage and in my opinion not been fair to the public and wise spending of state dollars. We have got to be fair on our process, giving fair opportunities to bid on these things.

So when we're squeezing our time, let's concentrate on evaluation and those kind of things and give ample opportunity. I would never argue with the chair but we don't want to give them a competitive disadvantage.

MR. WILLIAMSON: No. That's why we have these damn discussion items so we can air this stuff out. But it seems to me that there are degrees of importance. A billion dollar project certainly should take more than 45 days to look for competitive proposals. On the flip side is an ultimately billion dollar project that is broken up into 15 $85 million tranches, we ought not to take the same amount of time to evaluate as the billion dollar cash project.

And what I fear, and again, what some of us hear -- I don't know if all of us hear -- from the same people that are saying to you take more time is you're hiring consultants that are requiring more time, your staffs require more time, this has become all about control, all about who's in charge, and all about taking no risk and making no mistakes.

And the point is for the first time in 20 years -- and I can speak to this because I was there -- the legislature has given us money and resources instead of taking it away from us, and we've got infrastructure that needs to be built badly.

This is not the time for us to be loading up with more rules, more regulation, more process for the sake of doing that, it seems to me. So your point is well taken: It's taxpayers' money and we're all grateful that you stood up to the dark side and stopped that million dollar charade -- we all remember that.

But there's a difference between a billion and a hundred million; there's degrees in this stuff, and if we spend six months or two years holding up a $100 million project that would reduce air pollution in Austin, Texas, and get people moving faster and promote commuter rail in north Dallas, then have we really benefitted the public?

MR. NICHOLS: And I think the time can probably most efficiently be picked up in the consideration time from the time we get a proposal in till it comes to the commission to see if we want to go out, that time, I think, as we get better at it can be squeezed in. And then the evaluation period, once a proposal has come in, how long does it really take us to evaluate, I'll bet we could squeeze that thing in too.

MR. RUSSELL: Commissioner, if I can, I think on the evaluation time we are doing a pretty good job -- we can always improve -- we're taking originally two months, we're down to a month and we can squeeze that down. That's not where the real time savings are; the two major areas for time savings are, number one, the opportunity for competing proposals is 45 days or 180 days, that will take a bunch of time out; and then those one-on-one meetings -- and again, my opinion is work spent now saves a lot of time as far as claims and disputes and those sorts of things after the project takes off, but easily we can compress that time significantly.

MR. NICHOLS: Since we're dealing with -- and this comment relates to unsolicited proposals that I'm fixing to make -- since we're dealing with some guiding principles here, if we have an unsolicited proposal that's expecting a large amount of money from us as a piece of that proposal and if it's in an urbanized metro type area, everybody needs to be aware that we've gone to an allocation basis on mobility expansion money in metro and urbanized areas.

And unless we as a commission have enough money -- this depends on the size of it -- if it's statewide connectivity, if it's something we can handle with strategic priority money, that may be an exception, but if it's a large enough chunk in a metro area, then all of a sudden we've got the consideration of the metropolitan planning organization because we've given those communities -- we don't want to go into a large community like a Houston or a Dallas-Fort Worth and say, Okay, you have committed your funds and these are your priorities; we've got this proposal so we're going to take a hunk of your money and move it over here. That's a different kind of consideration, and I don't think some of the people have recognized or caught up with our allocation process.

The third thing or last thing, really, is I know that when we first went out with regional mobility authorities and what we have told the public and encouraged communities -- I think we told them to look at everything from a regional mobility standpoint, and I still basically want to encourage them to do that. I'm certainly looking forward to the delegation appearance today.

But I know that as we begin doing that, I started mentally breaking projects into two different categories: you have some projects -- really, this is almost related to toll roads but unsolicited proposals -- you have some projects that are more local mobility, that which is going to relieve congestion, get people from the residential areas to work, to shop and then back.

MR. RUSSELL: Commuter traffic.

MR. NICHOLS: Yes, commuter traffic. And then you have other projects that are more vital statewide corridors, connectivity, 130 being a perfect example of that. It is almost a parallel Interstate 35. Once it's piggybacked, it may expand on into the governor's Trans-Texas Corridor; very well could be that.

I personally have began recognizing it would be very problematic if we have one community here who owns a file-mile stretch of that and regulates, in effect, the tolls and those kind of things, and then the next community.

If you start trying to go all the way across Texas that way, we've got an uncoordinated system and decisions have been made by different people that we probably want to think in terms of vital statewide corridors or national corridors flowing like arteries through the state need to be handled through the TTA.

It can be tolled or whatever but probably needs to stay at a state level as opposed to a regional.

MR. WILLIAMSON: I agree with that observation completely, Phil, except we do want to reserve the corridor in Fayette County for an RMA; we want those people to be able to have their own toll road.

MR. RUSSELL: Yes, sir. I'll make that note.

MR. NICHOLS: And that's it. Thanks.

MR. WILLIAMSON: We'll go through my list, and then we'll backtrack, Phillip.

I want to warn you that what I've already spoken to you about: Socialists occur from all political stripes. We need to be very cautious in developing our rules and our guidelines to not protect those with whom we do business all the time and guarantee their profits.

They're good people; nobody is up here on this podium, including myself, hammering on them, but we don't exist to guarantee any company or any professional group or any trade group a profit. Our purpose is to build transportation infrastructure however fastly, cheaply and legally we can get it built; that's our job.

So please be aware that when all these guys and gals are coming to you and saying you need to tweak your rules here and you need to tweak your rules there, they're operating in their own self-interest. We understand that, there's nothing wrong with it -- Ken is going to be there on the other side of the fence pretty soon operating in their self-interest. Right? But their self-interest isn't our self-interest; our self-interest is getting this infrastructure built.

I am, speaking for myself, not too sympathetic to the cries of larger -- the chair takes a moment to stop and recognize former member Ron Lewis, who is in the audience today. Former Member Lewis, good to see you; glad you came over to attend this. You represent one of those private sector persons now, don't you?

MR. LEWIS: That's how I make my living, Mr. Chairman.

MR. WILLIAMSON: The chair would want the commission to know that Ron is a classmate of the governor and myself and a very close friend, and he needs to cut that beard off.

MR. NICHOLS: What's wrong with the beard?

MR. WILLIAMSON: On you it looks great; we remember him when he was a smooth-faced kid.

(General laughter.)

MR. WILLIAMSON: But the point is that we don't exist -- and those guys and gals are going to be coming here to change this, change that, add this, add that. It's in the public's interest -- that's always the last resort of fools and charlatans -- it's in the public's interest.

What's in the public's interest is getting railroads and asphalt roads and water roads and air roads built in the state as fast and as cheaply as possible; what's in the public's interest is cleaning up the air and getting poison out of downtown Houston; what's in the public interest is promoting economic growth in this state to the detriment of the rest of the states; that's what's in the public's interest.

It's not in the public's interest to guarantee an engineering firm a profit; it's not in the public's interest to guarantee that 72 construction companies get a shot at the same billion-dollar contract. Be cautious about that, please.

I do think that the rules and guidelines ought to be focused more on goals and objectives and less on process. I uphold what's been said by others. I have Mr. Nichols' same concern about being limiting on the environmental evaluation.

And maybe Mr. Monroe can correct me because I don't want to misstate the facts, but is it not the truth that our overriding concern about getting a record of decision is because we don't want to expend money that we can't recover from the federal government if we go out and spend money on science and buying right of way and then find out that we can't get a record of decision?

MR. MONROE: Richard Monroe, general counsel for the department.

That is a consideration.

MR. WILLIAMSON: There are more than that?

MR. MONROE: Another consideration would be what are we going to run into that we may not be able to proceed at all. And you never know until you actually go out there and start doing some of the work.

MR. WILLIAMSON: So in theory -- and I'm not saying that a company would do this, maybe they wouldn't -- but in theory if Mr. Zachry wanted to go out and start a rod process himself and take that chance and spend that money, it's not illegal to do so, it's just that he could run into some cemetery that he couldn't build over and that would be it and he would lose his money.

MR. MONROE: Yes, sir. And one other factor -- I don't know if anyone wants me to raise it -- the fact is that most contractors are very, very reluctant to take that risk. I would love to see them take that risk.

MR. WILLIAMSON: Thank you very much.

In addition, I'm speaking here of in the unsolicited proposal category, the issue I raised earlier about northwest Fort Worth or, even more appropriate for today's meeting, the City of Kyle.

I think that we shouldn't be so restrictive in our guidelines to the private sector world that we don't allow them to bring us proposals in anticipation of growth. I don't want to leave the wrong impression; certainly problems exist and have to be tended to.

Our board of directors across the street, all 180 of them, probably wouldn't smile favorably on us expending every penny on future growth, so we have to recognize that.

MR. RUSSELL: The pass-through toll system really is predicated on that sort of situation.

MR. WILLIAMSON: You took the words right out of my mouth, Phillip.

MR. RUSSELL: Sorry, Chairman.

MR. WILLIAMSON: No. I agree, one of the strongest points about the pass-through toll system is that.

I have one clarifying question on the memo you sent us. In the unsolicited proposals on the Trans-Texas Corridor, your first bullet point said one of your guiding principles you recommend us for discussion is the current developer of a comprehensive development agreement can't participate in the submission of an unsolicited proposal for any element or section of the corridor they are already developing.

That really confused me, Phil. I read it seven times and I didn't understand what it meant, so what does that mean?

MR. RUSSELL: We compressed that down quite a bit to make it more simplified, but essentially what it was on the 35 TTC there's a lot of discussion on just this: we're entering into a process trying to bring on that long-term partner for the 35 corridor and there was a lot of concern/confusion would the commission accept an unsolicited proposal on some other element of that particular corridor.

So contractually we tried to work around it to give the commission the most amount of flexibility, but that's one of those issues, Chairman, that creates a lot of interest in the process.

MR. WILLIAMSON: Well, give us an example; create an example.

MR. RUSSELL: Okay. On the 35 TTC we select consortium A to help us develop that alignment.

MR. WILLIAMSON: You're talking about a Rio Grande to Red?

MR. RUSSELL: Yes, sir, Dallas-Fort Worth all the way down. And at some point in the process, at this time or even after the contract is executed, some other developer comes in and says, Hey, I've got a real neat idea; why don't you let me develop this piece, one of those low-hanging fruit pieces, and I can really do some great things for you. Would the commission be interested in that sort of proposal, would it not? That's kind of a black-and-white piece if it happens to be right on that 35 TTC alignment.

But there may be offshoots from that; it may be a connector facility back to the city of Waco or a connector piece back to Austin or San Antonio. Is that part of that corridor or not?

I mean, it's not a black-and-white issue, and what we're trying to spur that discussion -- it sounds like mission accomplished -- what would be the goals of the commission on the Trans-Texas Corridor; should it be solicited, unsolicited; what are the limits of those unsolicited proposals as it relates to that particular corridor.

MR. WILLIAMSON: I'm sure I would want to think about it and I'm sure the other commissioners would also. I just didn't understand what you were trying to get at.

Hang on a second; I've got just a couple more things. No, I want to rest for a moment. Okay, we're going back through the process now.

Hope?

MS. ANDRADE: I'm okay.

MR. WILLIAMSON: No more?

John, what else would you like to add back and take in consideration in the conversation?

MR. JOHNSON: I have nothing to add nor subtract; everything has been spoken of.

MR. WILLIAMSON: Your turn.

MR. NICHOLS: I've made my comments. I think in principle it's a good idea to lay out at least some guidelines of what we expect but not be so rigid that we discourage creative ideas.

MR. WILLIAMSON: I sure hate to let you off the hook while Ted is gone.

MR. RUSSELL: I've got all the time in the world, Chairman.

MR. WILLIAMSON: I don't want to drag my feet, but we've got about 16 different entities that want to go next.

Okay, Ted, last shot.

MR. HOUGHTON: I'm a big proponent of the equity piece of these unsolicited proposals. The higher the equity from the developer, the more weight to the unsolicited proposal and reducing the equity piece that the agency would put in.

MR. WILLIAMSON: You know, these are intense things; we make Smith County watch them for a reason. Don't mistake anything I've said -- and I'm talking to the audience through you -- I'm not unhappy personally with you; I think you're one of our good employees.

You know, Phil, we can figure out processes that take a lot of time up -- that's kind of what government generally does. We are trying to become a lot more private sector businesslike, and we need to understand that every time we take a day to do something, that's one day longer it took for the road to get finished. And take all those things to heart in your process which you're going to bring back to us.

I don't want to move carelessly but Texans hire their politicians and politicians appoint their administrators, and administrators hire their staff based on sound judgment, and the day that sound judgment leaves and that we can't defend sound judgment to the Dallas Morning News and Fort Worth Star Telegram and Houston Chronicle and the Austin American Statesman is the day we don't need to be in public office. If we can't defend judgment, then we should leave, so let's don't be afraid to defend judgment.

MR. RUSSELL: I think, Chairman, if I can, one of the first things that I commented when I came in here six years ago running the Turnpike Division is my simple comment, We're in the business of selling time. And there was quite a bit of chuckle at the time, and really that has a two-prong meaning.

Number one, toll roads, you're selling people dependability and time, but on the other part of it is time is of the essence, we have to move, move, move; every day counts. So we get it; we're pushing very hard, and I think this has been a great discussion for us and it will help us.

MR. WILLIAMSON: Thank you. Mike, hats off to the entire staff. The whole purpose of deciding to go to discussion items was to do just exactly this, and I'm just well pleased with the way this morning went.

Senator Eltife. We are extremely sensitive to House and Senate members in this body, and your senator has asked us to change our order up some in order to allow you to make it to your lunch, and we honor senators' requests pretty quickly around here.

We are going to take a moment to let everyone go to the restroom, if that's okay. So to announce a change in plans, we're going to defer item 8(b)(2) and go ahead and hear from the delegation and the I-69 group, but after we take about a five- minute potty break. So we'll reconvene in five minutes.

(Whereupon, a brief recess was taken.)

SMITH COUNTY DELEGATION

(Sen. Kevin Eltife, Rep. Tommy Merritt, Rep. Leo Berman, Mayor Joey Seeber, Jeff Austin, III, Becky Dempsey)

MR. WILLIAMSON: Thank you for indulging us on our short break. Our delegation today is from Smith and Gregg Counties, and they're here to discuss Loop 49 in Tyler and the formation of a new regional mobility authority in North East Texas.

Smith County Judge Becky Dempsey, I believe you will get us started. Welcome to the commission, welcome to Austin, and unless the senator is going to start, you're up.

JUDGE DEMPSEY: I believe the senator is going to start.

MR. WILLIAMSON: Then let us recognize -- I believe you're the latest addition to the State Senate.

SENATOR ELTIFE: I believe that's correct; I'm still accepting condolences.

(General laughter.)

MR. WILLIAMSON: Congratulations on your victory and welcome to the game.

SENATOR ELTIFE: Thank you, Chairman. Appreciate all of you, Chairman Williamson, commissioners and Executive Director Behrens.

First of all, something you said at the opening, Chairman, about all we have is our time. I want to thank the commissioners because you put a lot of time in this job for our state, and we really appreciate all you do, and we appreciate the TxDOT staff. We have an incredible office in the Tyler District office, and as a former mayor and city council member, I've worked with them for 15 years and they do an outstanding job and we appreciate the TxDOT staff.

We're very appreciative to be here today to continue our efforts to develop Loop 49 and our regional transportation projects in North East Texas. I've been involved with the Loop 49 project since I served on the Tyler City Council beginning in 1991, and then as mayor from 1996 to 2002; now as senator for District 1, I continue to support the completion of Loop 49.

We are here today to ask for your continued support for our project. This project will provide a relief route around Tyler and provide connectivity from US 69 south of Tyler to I-20 northwest of Tyler. We're also asking to proceed with a study to look at the feasibility of connecting the Tyler Loop to the Longview Loop on the east side of Tyler.

Loop 49 is the proposed outer loop for the city of Tyler and Smith County that has been in visionary stages since the early '70s and planning stages since the mid '80s. The proposed route only encroaches on the city limits of Tyler and Noonday but provides improved connectivity and mobility for many surrounding communities as well as the North East Texas region. The majority of the route falls in unincorporated areas of Smith County.

Loop 49 delegations have appeared before this commission on numerous occasions including '85, '93, '99, 2000, 2001, and 2002. The delegation has requested an appearance before the commission to seek direction for the continuation of Loop 49 and improved mobility for the North East Texas region.

Smith County and the City of Tyler would like to request guidance and direction from the Texas Transportation Commission in addressing the critical transportation needs of the region with continuation of the construction of our loop.

Smith County, in partnership with Gregg County, is ready to assist in the future project development of this regionally significant transportation system, as well as other regional mobility improvements through the formation of the North East Texas Mobility Authority, called the NET, to the extent recommended by the Texas Department of Transportation.

And I have to tell you yesterday was truly an historic day in East Texas. We had a joint meeting of the Tyler and Longview city councils, and most of you are aware there's always this talk of rivalry between Tyler and Longview and Smith and Gregg counties, and we've really focused, thanks to the incredible leadership of County Judge Stoudt, County Judge Dempsey, our mayor from Tyler, Joey Seeber, and the mayor from Longview, Murray Moore, we've really worked on the regional approach.

And it really was a historic day yesterday, and I can tell you the people in our community are extremely excited about these communities coming together to work on a project that really is our future.

If you look at what's happening in our area, we desperately have transportation needs like everyone else, we know you always have limited funds and you do the best you can in allocating those funds, but this is our future, working as a region, and I'm extremely proud -- extremely proud to be the senator from this district as these two communities and counties come together to work to better the quality of life for all of our citizens.

So I appreciate your consideration on this item. We've got some other speakers that will come next. Representative Merritt and Representative Berman are both here; we're pleased and honored to have them with us here today, and they're going to make some comments as well. Thank you very much.

MR. WILLIAMSON: Thank you, Senator.

MR. MERRITT: Mr. Chairman, good to see you. You and I have had a lot of discussions about transportation in the wonderful state of Texas.

MR. WILLIAMSON: Would you unbutton your jacket for a second? I want to admire that tie.

MR. WILLIAMSON: That is a Texas tie.

MR. JOHNSON: Are we on camera?

MR. MERRITT: We just want to make sure your tie has the I-69 and Loop 49 project on it.

MR. JOHNSON: I think it's on the other side.

(General laughter.)

MR. MERRITT: It is good to see you guys, and for the new commissioners, we're proud to expand the capacity for the state to have a broader vision.

The last time I appeared here, we were talking about building the Kilgore Loop, and I told the story about Commissioner Nichols not being a fair commissioner because it was the Kilgore Bulldogs versus the Jacksonville Indians, and we won that football game and we started to name the loop.

I came after the two other commissioners treated Kilgore very fairly and we were awarded that loop and the funding for that loop, but I requested that we name that loop "Loop 2827" to commemorate the victory of the Kilgore Bulldogs.

(General laughter.)

MR. MERRITT: As it turned out, Commissioner Nichols prevailed; we named it the Charles Duval Memorial Loop to commemorate a road hand.

But we're here today to thank each of you and Mary Owen for the great job that you do for our region. We have a great boss over there, very good listener and makes meeting after meeting of any type of staff organization that wants to talk about transportation.

I want to thank Judge Bill Stoudt and Dempsey and the mayors of our region. Ed Smith is not part of our delegation, but the mayor of Marshall is here to talk about I-69. And we support I-69, and the sooner we can develop I-69 in North East Texas, it will add to the outer loop.

My vision is that our outer loop leaving Smith County covers North East Texas, connecting with the outer loop of Shreveport, Louisiana. We want to start thinking outside of the box as we plan in our border region area that we work with other states to make sure that our highways don't dead-end at East Texas but that we move forward and start working to make sure that I-69 and the traffic from our Texas-Mexico Border Region moves very fluid.

I would also like to thank the commission for your vision to expand Highway 59, make sure that it's going to be a cleaner thruway. As we develop I-69, we also need to make sure that Highway 59 is improved as we move along; it's at major capacity because of NAFTA.

Also, your idea of connecting and finishing, four-laning Highway 31 as a relief route off of Highway 35 going through Smith County and Gregg County is part of our overall plan and connections.

I just want to make the commission very aware of what is happening in North East Texas in that we are forming up, and Mayor Eltife, now our distinguished senator, worked very closely with establishing the Texas-Louisiana Border Region.

We established that border region along with the Texas-Mexico Border Region, in, I believe, the 77th Session, and that a border region goes from Texarkana to Paris to Tyler, over to Marshall, and those counties have come together as a region and we're starting to work as a region on transportation projects, telecommunication projects. I'd say for 100 years it was long-distance to call from Tyler to Kilgore; now a person in Tyler can call Kilgore and vice versa, and it's not long-distance anymore.

We're breaking those barriers down, and that's what this hearing is all about, is to make sure you understand that we're going to work together regionally; we're going to work for a program that connects our state with the major metropolitan areas and to make sure that the traffic flows very easily.

But in addition to that, as you all know, if you haven't met our rail advocate, Natalie Robicoff in Longview, if you visit there you will meet Natalie, because Natalie is an advocate of high-speed rail and passenger rail.

We happen to have a high-speed corridor that runs through our border region, and we need to make sure that as we continue the expansion of our loop that we work to put a rail opportunity in there that we can connect North East Texas, Texarkana through Marshall, into Dallas-Fort Worth, connecting with DART that's part of the Trans-Texas Corridor program, and it will allow us to move very easily in and out of our communities and possibly extend the high-speed rail corridor into Shreveport and then on into Monroe and to Jackson to expand that opportunity.

We are very thankful for how you analyze your programs and how you look at areas of our state and the needs of our state, and I think that we are setting an example for the state of coming together as 16 and 17 counties and asking to set up a regional mobility authority is something that is available to us and to have the opportunity to expand that.

You have a great staff here that lends their expertise. We have a vision; we ask that you help our community to expand that vision, to be funded with that vision, and to move forward. I cannot say enough about how the Lindale community, the Kilgore, Longview, all of us are talking regional and thinking about how we connect our communities, not only by highways but by wire and telecommunications, education, and you play an integral role in that.

With that, I want to lend my utmost support for this vision and ask that you lend your guidance and support, and I encourage Commissioner Nichols to bring each of you over, and we'd like to treat you on the County Line to the barbecue ribs over there, and we think they're the best ribs as well our community, so thank you very much.

MR. WILLIAMSON: Thank you; good to see you.

MR. BERMAN: Chairman Williamson, commissioners, Director Behrens, it's always a pleasure to appear before you. I think this is about my tenth time; I've been coming here for six years now.

We appreciate the opportunity to visit with you this morning and I'm going to devote my time specifically to Loop 49. The East Texas delegation, as you can see, is well represented today as we have individuals from state and local government and some of our top community leaders whom some of you met last night at our reception.

I've had the privilege of serving in the Texas House of Representatives for three terms, representing District 6 which includes the entire city of Tyler, 75 percent of the population in Smith County. I've been a longtime supporter of Loop 49. My constituents tell me that traffic congestion is one of their top concerns and that they would like to see this project completed as soon as possible.

The construction of Loop 49 will create a safer and more convenient route for traffic traveling through the East Texas area. It will provide relief for traffic congestion on existing roadways in urbanized areas of Tyler, will increase mobility and provide improved access, including emergency service access to the East Texas region.

Loop 49 will also assist the East Texas region in mitigating air pollution concentration to remain in the attainment area in Texas. In addition, I strongly support the creation of a regional mobility authority that would cover both Smith and Gregg Counties.

My statement is very brief; this concludes my formal statement. I want to thank you all for allowing us to appear this morning. Thank you for the great work that you do for Texas.

And now, Mr. Chairman, I'd like to take about 30 seconds to make an informal statement. I've been coming before this commission now for almost six years. I've told you each and every time that we have the very best district engineer in the state working for us in East Texas, and I'd just like to recognize her this morning, because she is still the very best after six years.

Mary, will you stand up for just a moment?

MR. WILLIAMSON: She knew this was coming.

MR. BERMAN: Well, she may have known this was coming and stepped out. Mr. Chairman, you know how we feel about our district engineer, and maybe I shouldn't be saying this, because you might think that we think so much of her that you'll bring her down to Austin to do some administrative job, and that's not where she should be.

MR. WILLIAMSON: The risk of that is high.

MR. BERMAN: The risk is high. We don't want that to happen.

Again, thank you very much, and I appreciate the opportunity.

MR. WILLIAMSON: And were there any other legislators?

MR. BERMAN: I think I was the last one.

MR. WILLIAMSON: Members, anything for either Mr. Berman, Mr. Merritt or the senator?

MR. NICHOLS: I was just going to wait until I heard everything before I made my comments.

MR. BERMAN: Mr. Chairman, now it's my privilege to introduce to you the mayor of Tyler, Mayor Joey Seeber.

MR. WILLIAMSON: And, Joey, if you'll indulge me, I need to make sure the audience knows we go out of our way to recognize House and Senate members who come before us who we believe are transportation friendly, and everyone in upper East Texas ought to know that Mr. Merritt and Mr. Berman have been outstanding advocates of transportation for the state, not just for their part of the state but for the entire state, and we are deeply appreciative of that support in the legislature.

The governor tells me Senator Eltife will be the same way, and we look forward to that as well.

SENATOR ELTIFE: Thank you, Mr. Chairman.

MR. WILLIAMSON: Is that the picture of Robert they've been telling us about?

MAYOR SEEBER: Thank you, Mr. Chairman. First I'd like to thank you for the opportunity to present our appreciation for the work completed to date on the Loop 49 project, and before I begin, I would like for those who are here in support of the Loop 49 and our delegation to please stand so you will know the kind of support that we have here today.

MR. WILLIAMSON: Very good, excellent.

MR. SEEBER: Thank you. My name is Joey Seeber, and I am the mayor of Tyler, have been the mayor since May of 2002, and a member of the city council in Tyler since 1996.

Although new to some of you, we have been meeting with previous transportation commissions regarding Loop 49 for the past two decades. Loop 49 delegations have appeared before this commission six different times on behalf of the Loop 49 project.

Since our groundbreaking in August of 2003, the corridor has really begun to take shape. The community has realized that the dream is now a reality and we support the earliest completion --

MR. WILLIAMSON: Wait, back that picture up. I think I drove that boom the last time I was in Tyler.

(General laughter.)

MR. SEEBER: Probably did; that's why it's coming along so fast.

But this dream has now become a reality, and we support the earliest completion of the most significant transportation improvement for Smith County in decades.

The article that I left you is an article from this morning's Tyler Morning Telegraph about the joint meeting that we had that Senator Eltife mentioned. I just want to reiterate this is the first time ever that the Longview and Tyler city councils have met together in a session together, and again, for those of you who are familiar with regional rivalries, you may understand just how significant that is.

You also need to know -- as you'll be able to read in the article there -- that the number-one issue that we dealt with was the creation of the North East Texas RMA, and the joint session of the Longview and Tyler city councils yesterday morning at about this time ratified unanimously the creation of a North East Texas RMA.

So we want you to know that we are working regionally, and Smith County and Gregg County, Longview and Tyler, all support the creation of this RMA.

We applaud the commission's assistance in the funding of Loop 49 thus far, and we look forward to working with the commission and with TxDOT to seek funding mechanisms for the corridor completion.

We support the department's evaluation of the toll feasibility of this corridor and we stand firm in our commitment to assist in funding through MPO Category 3 dollars -- which is a significant percentage of the remaining cost -- to complete this corridor.

For more specifics regarding the toll initiative in our region's funding, I want to introduce Mr. Jeff Austin, III. Thank you for the opportunity to be here today.

MR. AUSTIN: Thank you, Mayor.

Chairman Williamson, commissioners, Executive Director Behrens, I appreciate the opportunity to be here today to discuss some of our regional cooperation and some of the specifics regarding our proposal this morning.

In 1999, Commissioner Nichols told a Tyler delegation that TxDOT was only able to fund less than 40 percent of the identified transportation needs. From common elements served by communities successful in obtaining those transportation projects, Commissioner Nichols shared with us the top ten ways to fund a highway project.

Using these ten points -- as you'll see up here on the screen -- we would like to highlight a couple of these as we begin to develop a model for the future specific to our project. And I would like to say I know I appreciate those quarters being passed out, so save them, we may need them on our toll road when you come to visit East Texas.

First, number 1, work with local TxDOT area and district offices. In the early 1980s, the City of Tyler, Smith County, Tyler Chamber of Commerce all requested that TxDOT include the Outer Loop 49 in the project development plan. In 1985, Tyler made its first delegation appearance in support of Loop 49, and we are proud of our partnership with the Tyler office in their continued support of Loop 49.

Number 2, 3 and 4, select good projects for consideration; focus on one project and