Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for January 28, 2016 by Beatrice Marroquin

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BOARD OF DIRECTORS JOHN CLAMP CHAIR

GAVINO RAMOS

DAVID STARR

VICE CHAIR

SECRETARY/TREASURER

LOU MILLER

RAMIRO CAVAZOS

JOHN MONTFORD

VACANT

DAVID SMITH EXECUTIVE DIRECTOR

Board Memorandum To: From: Copies: Date:

Alamo RMA Board of Directors David Smith, Executive Director File Thursday, January 28, 2016

Agenda Item 2: Swearing In of Baltazar R. Serna as a Director on the Alamo RMA Board of Directors. Swearing in of Baltazar R. Serna as a Director on the Alamo RMA Board of Directors.

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Fiscal Assessment Applicable: Type: Category: Funding Source: Dollar Amount Associated with Item: Current Budget Amount :

☐Yes ☐ Revenue ☐ Project N/A N/A N/A

Coordinated by: Verified by:

Chris Trevino Renee Green

Comments: N/A

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☒ No ☐ Expense ☐ Indirect ☐ Other: _______________

BOARD OF DIRECTORS JOHN CLAMP CHAIR

GAVINO RAMOS

DAVID STARR

VICE CHAIR

SECRETARY/TREASURER

LOU MILLER

RAMIRO CAVAZOS

JOHN MONTFORD

VACANT

DAVID SMITH EXECUTIVE DIRECTOR

Board Memorandum To: From: Copies: Date:

Alamo RMA Board of Directors David Smith, Executive Director File Thursday, January 28, 2016

Agenda Item 3: Approval of minutes from the Board of Directors Meeting on December 17, 2015. Alamo RMA staff requests appropriate action regarding approval of the minutes from the December 17, 2015 Board of Directors Meeting.

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Fiscal Assessment Applicable: Type: Category: Funding Source: Dollar Amount Associated with Item: Current Budget Amount :

☐Yes ☐ Revenue ☐ Project N/A N/A N/A

Coordinated by: Verified by:

Chris Trevino Renee Green

☒ No ☐ Expense ☐ Indirect ☐ Other: _______________

Comments: There is no fiscal impact associated with the approval of this item.

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BOARD MEETING Thursday, December 17, 2015 3:00 p.m. San Antonio River Authority, Board Room 100 E. Guenther Street San Antonio, Texas 78204 Minutes 1. Call meeting to order. Chairman Clamp called the meeting to order at 3:06 p.m. Members present: John Clamp, Lou Miller, Ramiro Cavazos, and David Starr. Members absent: Gavino Ramos and John Montford.

2. Approval of minutes from the Regular Board of Directors Meeting of October 22, 2015. D. Starr made motion to approve the minutes as presented to the Board of Directors. Cavazos seconded the motion. All voted in favor.

3. Executive Director’s Report. Renee Green presented A. Monthly Status Report on General Engineering Consultant (GEC) Work Authorizations For the month of October, work was performed on Work Authorization (WA) Number 1 with Pape Dawson Munoz. 

Work Authorization No. 1: Parking Feasibility Study: 1. Finalized and submitted the final report

For the months of October and November, work was performed on Work Authorization (WA) Number 2 with HNTB. 

Work Authorization No. 2: Public Involvement Support: 1. Created a Project Fact Sheet for the I-10 Project with the non-tolled configuration

B. Monthly Update on Loop 1604 Environmental Assessment  Work Authorization No. 5: Environmental Assessment (EA): 1. Developed materials for the Public Hearing 2. Continued to respond to TxDOT Environmental comments and revise the EA and Technical Reports 3. Continued to address comments for the Interstate Access Justification Report 4. Coordinate with the Federal Highway Administration for review of the Interstate Access Justification Report 5. Continued project management, coordination and administration tasks C. Monthly Financials for October 2015  Monthly financial statements are attached for October including the following: 1. 2. 3. 4.

Balance Sheets Statement of Revenues, Expenses, and Changes in Net Assets Schedule of Budgetary Compliance and Changes to Net Assets Project Costs (Capitalized and Non-Capitalized)

Alamo RMA Board of Directors Meeting Minutes for December 17, 2015

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

4. Approval of the 4th Quarterly Investment Reports for FY 2015 in accordance with Section 2256.023 (a) of the Texas Public Funds Investment Act. Seth McCabe presented Section 2256.023 (a) of the Texas Public Funds Investment Act (PFIA) requires that investment reports be filed with the governing body on a quarterly basis each fiscal year. Interest earned on the bank balances ranged from 1 to 35 basis points. Total investment income earned over the quarter was $7,479.92. The weighted average maturity for the investments was one day. Question by J. Clamp: Maybe we want to consider a rolling share certificate with Generations FCU. I don’t anticipate any cashflow problems but to get a point or a point plus on share certificates its dramatically different than what we’ve had in the past. I think its important to look at how to invest those excess funds. Response by S. McCabe: I think it will work out well. As far as January, the calendar that Renee talked to you about, we have underwriter’s selection for the VRF Revenue Bonds so that will give us a good opportunity to sit down with underwriters. L. Miller made the motion to approve 4th Quarterly Investment Reports for FY 2015 as presented to the Board of Directors. D. Starr seconded the motion. All voted in favor.

5. Discussion and appropriate action regarding approval of the Amended Fiscal Year 2016 Capital Budget. Renee Green presented Fiscal Year 2016 Capital Budget that has been amended to include the Vehicle Registration Fee Projects approved by the Alamo RMA Board on October 22, 2015 and Bexar County Commissioners Court on November 10, 2015. Question by D. Starr: Interest rates are starting to climb and will probably continue to climb so one of the things I’d like to think about doing is add an addendum, instead of borrowing $35 and $35 over the next two years, to be able to combine if we so choose. We can borrow all $70 Million in year two or three to take advantage of lower interest rates and borrow money sooner rather than later that way we have greater leverage with those dollars. Response by S. McCabe: We are not locked into the $70 Million issuance right now the Board definitely has flexibility. In March, we are proposing to present to rating agencies and approve bond offering documents. At that time that’s when the decision will come of what amount we will do in the first year, $70 Million, and you still retain the flexibility to then come later in the year as rates start to move to accelerate the second issuance. Question by R. Cavazos: Once we approve this do we have any more space in our Capital Budget to do other projects with the VRF? Response by S. McCabe: Estrada & Hinojosa showed there was a capacity range of $180$225 and as time goes on and VRF grows, we conservatively expect about 2% growth every year, you will be able to do more projects. Response by D. Starr: I’ve had some discussions with our Financial Advisor to discuss leverage of these dollars to make sure we get maximum use out of them. One of the things we talked about was EB 5 Financing. Let’s say we have one project which was $70 Million dollars, they would put $50 Million of Revenue Bonds and $20 Million in EB 5 and the EB 5 doesn’t have to be paid back till year 7 or 8 so you have the availability of leveraging your dollars by 20-30% and doing projects. When year 7 or 8 comes around and your growth projections have reached you can refinance those dollars using just that 20% so you still have that growth and have the ability to keep growing and leveraging dollars and doing more transactions. It’s almost like what you do with the 113, the HUD, when you borrow against future CDBG money. Same thing you borrow against future anticipated revenues but you use actual cash coming in from EB 5. As we Alamo RMA Board of Directors Meeting Minutes for December 17, 2015

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get further along we should have a meeting so we can talk about how it all works and the possibilities of leveraging to work to our advantage to get more projects done. Question by J. Clamp: Who’s responsibility is it to maintain these roads? Response by R. Green: The roads that have the “BC”, Bexar County currently maintains and will continue and TxDOT roadways will be maintained by TxDOT. The RMA has no long term obligation for any maintance costs associated with these capital improvements. Response by R. Green: Seth and I will look over the next coming months before we actually have to make any decisions on financing to have a worksession related to that so you have an opportunity to dig down deep into that aspect. Response by S. McCabe: That will fit really well in the rating agency presentation that we give you in February. Around that time when we are talking about what we are presenting to the rating agencies we want to show you all the final draft of what staff, financial advisors, and bond counsel has put together and that gives the rating agencies what we think is the future plans of the RMA so that will fit in well with that conversation as well as the capacity and financial strategies. Response by R. Green: February 25th work it into your schedules at 11:30 a.m. We can do lunch and make it a working session. R. Cavazos made the motion to approve the Amended Fiscal Year 2016 Capital Budget as presented to the Board of Directors. D. Starr seconded the motion. All voted in favor.

6. Discussion and appropriate action regarding approval of a Resolution relating to establishing the Alamo RMA’s intention to reimburse itself for the prior lawful expenditure of funds from the proceeds of Vehicle Registration Fee Revenue Bonds to be issued by the Alamo RMA for authorized purposes. Seth McCabe presented This item will allow for the Alamo RMA to reimburse itself for costs associated with the designing, engineering, material testing, acquiring Right-of-Way, constructing, renovating, repairing, and improving road projects and other professional services related to road projects. These road projects will be funded through the issuance of obligations to be issued by the Alamo RMA and will be paid by Vehicle Registration Fee Revenue. L. Miller made the motion to approve the Resolution relating to establishing the Alamo RMA’s intention to reimburse itself as presented to the Board of Directors. R. Cavazos seconded the motion. All voted in favor.

7. Discussion and appropriate action regarding approval of a Resolution authorizing submittal of Blanco Road Phase II for the Alamo Area MPO FY 2017-2020 STP-MM Call for Projects. Renee Green presented On March 27, 2015 the Alamo Area Metropolitan Planning Organization (“MPO”) issued a call for projects, announcing that approximately $100,000,000 would be made available for eligible Surface Transportation Program – Metropolitan Mobility (“STP-MM”) projects. The STP-MM is a federally funded program, on a reimbursable basis, that allocates funds to major roadway, bicycle, and public transportation projects. Once the project is submitted it will undergo a competitive selection process. L. Miller made the motion to approve a Resolution that authorizes the submittal of an application for Blanco Road Phase II to the MPO for projects to be included in the FY 2017-202 Transportation Improvement Program making the project eligible to receive STP-MM funding. R. Cavazos seconded the motion. All voted in favor.

Alamo RMA Board of Directors Meeting Minutes for December 17, 2015

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8. Discussion and appropriate action regarding approval of the $70 Million Advance Funding Agreement for Voluntary Local Government Contributions to Transportation Improvement Projects for Loop 1604 from US 90 to FM 1957 (Potranco Road). Renee Green Presented As part of the 825 Plan, the Alamo RMA has committed to providing the Texas Department of Transportation with $70,000,000 for the planned improvements along SL 1604 from US 90 to FM 1957 (Potranco Road) identified by Project CSJ Number 2452-01-059. On October 22, 2015, the Alamo RMA Board approved funding of the $70,000,000 with Vehicle Registration Fee Revenues. Project Overview:    

Expand LP 1604 from a 4-lane Divided Facility to a 4-lane Expressway with continuous frontage roads Construct new overpasses at Marbach Rd and Dove Canyon / Falcon Wolf Construct LP 1604 SB to US 90 EB Direct Connector (Flyover) Project length approximately 4.5 miles

Question by D. Starr: How is this getting built? Response by R. Green: TxDOT is building this. Response by Mario Jorge from TxDOT: It’s our standard process. We have been working on this the past several months to get environmental clearance and plans completed. Our target construction bidding will be in May 2016. There will be DBE requirements according to our policies. We will manage the construction. The biggest impact for our RMA locally is that this is a project that the RMA can put their stamp on as being a major financial partner to TxDOT and also to Bexar County and Advance Transportation District (ATD) that is providing some of the remaining funds. It’s exciting, the entire loop 1604 and a lot of projects we are working on jointly has the potential to have the RMA’s stamp. Response by R. Green: Whenever we do a project where we partner with TxDOT and TxDOT is delivering the project or even if we deliver the project this Advance Funding Agreement is their standard agreement that they have with the local governmental entity so as we move forward on the VRF Projects, the three that TxDOT will be delivering, we will be bringing those Agreements to you as those projects mature. Response by Mario Jorge from TxDOT: The advantage of those AFA’s with TxDOT is they are lump sum so should there be an over run of the project we are the ones who will be responsible for managing that. L. Miller made the motion to approve the $70 Million Advance Funding Agreement for Voluntary Local Government Contributions to Transportation Improvement Projects for Loop 1604 from US 90 to FM 1957 (Potranco Road). D. Starr seconded the motion. All voted in favor.

9. Review of the 2015 Annual Project Report submitted to the Texas Department of Transportation. The Texas Administrative Code requires that Regional Mobility Authorities submit a Project Report to the Texas Transportation Commission no later than December 31 of each year. The written report describes the progress made during that year on each transportation project of system of projects of the RMA. The Alamo Regional Mobility Authority submitted the 2015 report on December 8, 2015. R. Cavazos made the motion to approve the 2015 Annual Project Report submitted to the Texas Department of Transportation. L. Miller seconded the motion. All voted in favor.

10. Citizens’ Communications. (Citizens must sign the register to speak) No citizens signed up to speak. Alamo RMA Board of Directors Meeting Minutes for December 17, 2015

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11. Executive Session - Pursuant to Chapter 551, Subchapter D, Texas Government Code. Alamo RMA Board of Directors did not meet in Executive Session and no action was taken.

12. Adjournment. There being no further action for the Board, Chairman Clamp adjourned the meeting at 3:36 p.m. APPROVED: ________________________________________ JOHN CLAMP, CHAIRMAN

DATE ADOPTED: 1/28/2016 I hereby certify that the above foregoing pages constitute the full, true, and correct minutes of all the proceedings and official records of the Alamo Regional Mobility Authority at its meeting on December 17, 2015. ATTEST: _________________________ DAVID STARR, TREASURER/SECRETARY

Alamo RMA Board of Directors Meeting Minutes for December 17, 2015

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BOARD OF DIRECTORS JOHN CLAMP CHAIR

GAVINO RAMOS

DAVID STARR

VICE CHAIR

SECRETARY/TREASURER

LOU MILLER

RAMIRO CAVAZOS

JOHN MONTFORD

VACANT

DAVID SMITH EXECUTIVE DIRECTOR

Board Memorandum To: From: Copies: Date:

Alamo RMA Board of Directors David Smith, Executive Director File Thursday, January 28, 2016

Agenda Item 4: Executive Director’s Report. The Executive Director’s Report for this month will cover the following topics: A. Monthly Status Report on GEC Work Authorizations B. Monthly Update on the Loop 1604 Environmental Assessment C. Monthly Financials for November & December 2015 This information is included in your packets for your review. There is no action required of the Board on this item.

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Fiscal Assessment Applicable: Type: Category: Funding Source: Dollar Amount Associated with Item: Current Budget Amount :

☐Yes ☐ Revenue ☐ Project N/A N/A N/A

Coordinated by: Verified by:

Chris Trevino Renee Green

☒ No ☐ Expense ☐ Indirect ☐ Other: _______________

Comments: There is no fiscal impact associated with this item.

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BOARD OF DIRECTORS JOHN CLAMP CHAIR

GAVINO RAMOS

DAVID STARR

VICE CHAIR

SECRETARY/TREASURER

LOU MILLER

RAMIRO CAVAZOS

JOHN MONTFORD

VACANT

DAVID SMITH EXECUTIVE DIRECTOR

Board Memorandum To: From: Copies: Date:

Alamo RMA Board of Directors David Smith, Executive Director File Thursday, January 28, 2016 Executive Director’s Report

A. Monthly Status Report on General Engineering Consultant (GEC) Work Authorizations For the month of December, no work was performed with Pape Dawson Munoz or HNTB. B. Monthly Update on the Loop 1604 Environmental Assessment 

Work Authorization No. 5: Environmental Assessment (EA): 1. Coordinated a revised date for the Public Hearing 2. Coordinated with TxDOT ENV regarding revised project limits along I-10 3. Continued to coordinate with TxDOT and the Federal Highway Administration regarding the Interstate Access Justification Report 4. Coordinated with TxDOT regarding the I-10 Managed Lane project 5. Continued project management, coordination and administration tasks

C. Monthly Financials for November & December 2015 

Monthly financial statements are attached for November & December 2015 including the following: 1. 2. 3. 4.

Balance Sheets Statement of Revenues, Expenses, and Changes in Net Assets Schedule of Budgetary Compliance and Changes to Net Assets Project Costs (Capitalized and Non-Capitalized)

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Loop 1604 Environmental Assessment: SH 16 to Interstate Highway 35 Project Authorization No. 5 Progress Report No. 21 Progress for period: December 1, 2015 through December 31, 2015 ACTIVITIES COMPLETED IN THIS PERIOD: Task 1.0 – Project Management, Coordination, and Administration  Continued PA #5 activities. Performed project management functions including: identifying and assigning resources to perform the work, communicating roles and responsibilities, supervising the performance of the work, and communication/meetings with RMA/TxDOT personnel on the direction and progress of the work.  Held bi-weekly internal Team calls to discuss project progress/issues.  Coordinated bi-weekly project call with TxDOT and RMA.  Continued Project Record filing.  Updated schedule. Task 2.0 – Public Awareness, Involvement, and Education  Coordinated with facility regarding new tentative hearing date of April 20, 2016. Task 3.0 – Draft Environmental Document  Continued coordination with TxDOT ENV regarding revised project limits associated with DC connections at I-10.  Updated graphics and report. Task 5.0 – Engineering Traffic  Continued coordination with TxDOT and FHWA on the IAJR.  Conducted data source evaluation and collected available count and speed data.  Coordinated with team regarding I-10 HOV/Managed Lane issues.  Coordinated with MPO on modeling of HOV volume projections. Geometric Schematic  Continued review of DC connection with I-10. Provided 4th alternative to terminate SB DC connection onto I-10 to TxDOT for review.

LOOP 1604 ENVIRONMENTAL ASSESSMENT - BAKER TEAM

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4-5 $

Total Liabilities and Net Position

*decimals not shown on above amounts source: gl 291 ran 1/5/16 for November 2015

Unrestricted Total Net Position

Net Position Investment in Capital Assets, Net of Related Debt

Liabilities Accrued Payroll Accrued Liabilities TxDOT FAA 1 TxDOT FAA 2 TxDOT FAA 3 TxDOT FAA 5 Deferred Revenue TxDOT ARMA Grant2 Total Liabilities

Current Assets Cash & Cash Equivalents Grants Receivable Construction in Progress Total Assets

Assets

52,847,277

19,847,334 33,038,114

13,190,780

1,150,736 1,212,986 1,208,412

62,250

(2,282) (4,574)

1,800,435 19,809,163 $

54,055,689

20,998,070 34,251,100

13,253,030

1,798,153 19,804,589

31,647 913,890 4,542,185 128,714 12,390,000

27,582,907 1,510,410 24,962,372 54,055,689

November 30, 2015

1,146,162 $ 62,250 1,208,412 $

556 (2,848) -

Change

31,091 $ 2,848 913,890 4,542,185 128,714 12,390,000

26,436,745 1,510,410 24,900,122 52,847,277

October 31, 2015

(unaudited)

ALAMO REGIONAL MOBILITY AUTHORITY BALANCE SHEET AS OF November 30, 2015

Alamo Regional Mobility Authority San Antonio, Texas Statement of Revenues, Expenses, and Changes in Net Assets as of November 30, 2015 Operating Revenues Refund prior year expense

$ Total operating revenues

Operating Expenses Payroll and payroll related expenses Memberships & Accreditations

‐ ‐

51,561 1,950 28 54 0.00

RMA events Telephone and Internet Service Less expenses capitalized to development in progress Total operating expenses

53,593

Operating gain/(loss)

‐53,593

Nonoperating Revenues (Expenses) Vehicle registration revenues State grant revenue Interest income Total nonoperating revenues (expenses)

2,739,790 6,926 16,654 2,763,370

Increase in net assets before capital contributions

2,709,777

Change in net assets

2,709,777

Net assets at beginning of year

31,541,323

Net assets at end of November

*decimals not shown on above amounts source: gl 291 ran 1/5/16 for November 2015

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34,251,100

ALAMO REGIONAL MOBILITY AUTHORITY Schedule of Budgetary Compliance and Change to Net Assets as of November 30, 2015 (unaudited) Original Budget Operating Revenue Refunds Total Operating Revenue

45020 $

November Actuals

November Budget $

Variance

50000 50200 50201 50202 50204 50208 50210 50212

234,168 13,488 3,804 467 24,413 584 800 30,861 308,585

20,025 1,038 272 38 2,035 36 134 2,640 26,218

19,514 1,124 317 39 2,034 49 67 2,572 25,716

Discretionary -Training/Cert/Dev-Regist Discretionary - Mileage & Parking Discretionary - Transportation Subtotal

51035 51045 51060

6,000 1,000 1,000 8,000

500 83 83 666

Auditing Services Professional Services Contracted Services Banking Fees Legal Services Printing and Binding Membership Fees Accreditation & Certification Marketing and Advertisement Copier Rental & Expense RMA Events Indemnification Expense Administrative Service Fee Liability Insurance Telephone and Internet Service Repairs and Maintenance - Computer Software Subtotal

52000 52004 52006 52010 52012 52022 52024 52026 52036 52040 52044 52048 52072 52074 52160 52307

35,000 50,000 2,000 5,000 35,500 2,000 4,500 250 1,000 2,570 500 500 500 3,000 1,500 1,500 145,320

450 54 504

4,167 167 417 2,958 167 375 21 83 214 42 42 42 250 125 125 9,195

Office Supplies Postage Minor Equipment & Machinery

53110 53115 53510 Subtotal

2,000 500 2,500 5,000

167 42 208 417

Total Operating Expense

466,905

26,722

35,994

15,300,000 $ 15,300,000

1,229,380 2,282 8,046 1,239,708

1,275,000 1,275,000

Operating Expense Salary Regular SocialÂ Security Medicare

Life Insurance Health Insurance Unemployment Insurance Workers Compensation Retirement Subtotal

Nonoperating Revenues (Expenses) Vehicle registration revenues State grant revenue Capital Contributions Interest income Total nonoperating revenues Increase in net assets Net assets at beginning of month Net assets at end of November 2015

40205 40532 45000

1,212,986 33,038,114 $ 34,251,100

*decimals not shown on above amounts source: gl 291 ran 1/5/16 for November 2015

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YTD Actual -

YTD Budget

YTD Variance

(511) 86 45 1 (1) 13 (67) (68) (502)

39,336 2,052 539 77 4,069 71 232 5,185 51,561

39,028 2,248 634 78 4,068 98 134 5,144 51,432

500 83 83 666

1,000 166 166 1,332

4,167 167 417 2,958 167 (75) 21 83 214 42 42 42 250 71 125 8,691

1,950 28 54 2,032

8,334 334 834 5,916 334 750 42 166 428 84 84 84 500 250 250 18,390

8,334 334 834 5,916 334 (1,200) 42 166 428 56 84 84 500 196 250 16,358

167 42 208 417

334 84 416 834

9,272

53,593

71,988

18,395

2,739,790 6,926 16,652 2,763,368

2,550,000 $ 2,550,000

189,790 6,926 16,652 $ 119,425,302

(45,620) 2,282 8,046 (35,292) $

(308) 196 95 1 (1) 27 (98) (41) (129)

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‐ 15,398

‐ $ 3,204 $ ‐

342 $

IH 10 1604 to Ralph Fair

Unidentified Source

‐ 1,922

‐ 139,268 5,122

‐

998,953 957,770 678,839 581,458

‐

3 1,844

Total Project Costs $ 4,207,541 $ 10,307,290 $ 12,171,653 $ 1,482,241 $ 12,588 $

Total NonCapitalized Costs

‐ 448,266

‐ 526,246 123,069

‐

TxDOT Loan FAA5 984,482 935,588

10,004 5,910 2,460

6,883

City of SA Start-Up Loan I

TxDOT ARMAGrant2 Grant

12,178 7,415 2,541

7,588

NonCapitalized Costs

Bexar County Start-Up Loan II

22,209 3,312,667

22,162 166,553

‐ 2,368,336

‐ 651,160

‐ 90,336

46 36,283

‐ 24,962,371

‐ 633,359

‐ 13,007,025

‐ 11,277,265

‐ 38,067

71,517 $ 22,209 $ 28,275,039

71,517

‐

65,077

6,440

‐

Total

‐ $ 6,654

VRF Projects

‐ $

Total Capitalized Costs 3,208,588 9,349,520 11,492,815 900,783 10,666

‐

Other Project

‐

‐ 607,721 25,639

‐ 480,155

1,113 10,885,094 376,387 10,324

570

Loop 1604

‐

Unidentified Source

‐

Loop 1604 EIS

529 $

US 281 EIS

TxDOT ARMAGrant2 Grant 3,179,564 9,347,307

4,346

TxDOT Loan FAA5

2,579 $ 22,099

City of SA Start-Up Loan I

Bexar County Start-Up Loan II $

Capitalized Costs

US 281 North

As of November 30, 2015

Alamo Regional Mobility Authority Project Costs (Capitalized and Non‐Capitalized)

4-9 $

Total Liabilities and Net Position

*decimals not shown on above amounts source: gl 291 ran 1/7/16 for December 2015

54,055,689

20,998,070 34,251,100

13,253,030

1,173,450 1,233,068 1,229,470

59,618

(3,599) (3,598)

1,798,153 19,804,589 $

55,285,159

22,171,520 35,484,168

13,312,648

1,794,554 19,800,991

31,648 913,890 4,542,185 128,714 12,390,000

28,752,759 1,510,410 25,021,990 55,285,159

December 31, 2015

1,169,852 $ 59,618 1,229,470 $

1 -

Change

31,647 $ 913,890 4,542,185 128,714 12,390,000

27,582,907 1,510,410 24,962,372 54,055,689

November 30, 2015

Unrestricted Total Net Position

Net Position Investment in Capital Assets, Net of Related Debt

Liabilities Accrued Payroll Accrued Liabilities TxDOT FAA 1 TxDOT FAA 2 TxDOT FAA 3 TxDOT FAA 5 Deferred Revenue TxDOT ARMA Grant2 Total Liabilities

Current Assets Cash & Cash Equivalents Grants Receivable Construction in Progress Total Assets

Assets

(unaudited)

ALAMO REGIONAL MOBILITY AUTHORITY BALANCE SHEET AS OF December 31, 2015

Alamo Regional Mobility Authority San Antonio, Texas Statement of Revenues, Expenses, and Changes in Net Assets as of December 31, 2015 Operating Revenues Refund prior year expense

$ Total operating revenues

Operating Expenses Payroll and payroll related expenses Legal Services Memberships & Accreditations

‐ ‐

77,436 665 4,150 46 1,136 54

RMA events Liability insurance Telephone and Internet Service Total operating expenses

83,487

Operating gain/(loss)

‐83,487

Nonoperating Revenues (Expenses) Vehicle registration revenues State grant revenue Interest income Total nonoperating revenues (expenses)

3,990,770 9,078 25,038 4,024,886

Increase in net assets before capital contributions Capital contributions

3,941,399 1,446

Change in net assets

3,942,845

Net assets at beginning of year

31,541,323

Net assets at end of December

*decimals not shown on above amounts source: gl 291 ran 1/7/16 for December 2015

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35,484,168

ALAMO REGIONAL MOBILITY AUTHORITY Schedule of Budgetary Compliance and Change to Net Assets as of December 31, 2015 (unaudited) Original Budget Operating Revenue Refunds $ Total Operating Revenue

December Actuals

December Budget

Subtotal

19,754 1,021 268 39 2,034 36 119 2,604 25,875

19,514 1,124 317 39 2,034 49 67 2,572 25,716

(240) 103 49 13 (52) (32) (159)

59,090 3,073 807 116 6,103 107 351 7,789 77,436

58,542 3,372 951 117 6,102 147 201 7,716 77,148

Discretionary -Training/Cert/Dev-Regist Discretionary - Mileage & Parking Discretionary - Transportation Subtotal

6,000 1,000 1,000 8,000

500 83 83 666

500 83 83 (470)

1,500 249 249 1,998

35,000 50,000 2,000 5,000 35,500 2,000 4,500 250 1,000 2,570 500 500 500 3,000 1,500 1,500 145,320

665 2,200 18 1,136 4,019

4,167 167 417 2,958 167 375 21 83 214 42 42 42 250 125 125 9,195

4,167 167 417 2,293 167 (1,825) 21 83 214 24 42 42 (886) 125 125 5,176

665 4,150 46 1,136 54 6,051

8,751 12,501 501 1,251 8,874 501 1,125 63 249 642 126 126 126 750 375 375 36,336

8,751 12,501 501 1,251 8,209 501 (3,025) 63 249 642 80 126 126 (386) 321 375 30,285

Subtotal

2,000 500 2,500 5,000

167 42 208 417

501 126 624 1,251

Total Operating Expense

466,905

29,894

35,994

4,964

83,487

116,733

33,246

15,300,000 $ 15,300,000

1,250,980 2,152 1,446 8,384 1,262,962

1,275,000 1,275,000

3,990,770 9,078 1,446 25,036 4,026,330

3,825,000 $ 3,825,000

165,770 9,078 1,446 25,036 $ 119,413,264

Office Supplies Postage Minor Equipment & Machinery

1,233,068 34,251,100 $ 35,484,168

*decimals not shown on above amounts source: gl 291 ran 1/7/16 for December 2015

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(24,020) 2,152 1,446 8,384 (12,038) $

- $ -

YTD Variance

234,168 13,488 3,804 467 24,413 584 800 30,861 308,585

Life Insurance Health Insurance Unemployment Insurance Workers Compensation Retirement

YTD Budget

SocialÂ Security Medicare

YTD Actual

Operating Expense Salary Regular

Variance

- $ -

(548) 299 144 1 (1) 40 (150) (73) (288)

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‐ 15,398

‐ $ 3,204 $ ‐

342 $

IH 10 1604 to Ralph Fair

‐

Total Project Costs $ 4,208,658 $ 10,309,182 $ 12,232,729 $ 1,483,358 $ 12,588 $

6,654 38,067

691,531

651,160

90,336

36,301

186,876 38,511 3,334,572

38,465

‐ 2,369,900

‐

‐ 25,021,989

‐

‐ 13,008,471

‐ 11,277,265

‐

Total

71,535 $ 38,511 $ 28,356,562

71,535

‐ 1,922

‐

‐ 142,172 6,239

Unidentified Source

TxDOT ARMAGrant2 Grant

Total NonCapitalized Costs 1,000,070 958,217 681,743 582,575

‐

65,077 ‐

1,844

6,458

‐

‐ 526,246 123,069

‐

TxDOT Loan FAA5 ‐ 448,266

10,004 5,910 2,460

6,883

City of SA Start-Up Loan I 985,599 936,035

12,178 7,415 2,541

7,588

NonCapitalized Costs

Bexar County Start-Up Loan II

‐

‐ $

VRF Projects

‐ $

Total Capitalized Costs 3,208,588 9,350,966 11,550,986 900,783 10,666

‐

Other Project

‐

‐ 665,892 25,639

‐ 480,155

1,113 10,885,094 376,387 10,324

570

Loop 1604

‐

Unidentified Source

‐

Loop 1604 EIS

529 $

US 281 EIS

TxDOT ARMAGrant2 Grant 3,179,564 9,348,753

4,346

TxDOT Loan FAA5

2,579 $ 22,099

City of SA Start-Up Loan I

Bexar County Start-Up Loan II $

Capitalized Costs

US 281 North

As of December 31, 2015

Alamo Regional Mobility Authority Project Costs (Capitalized and Non‐Capitalized)

BOARD OF DIRECTORS JOHN CLAMP CHAIR

GAVINO RAMOS

DAVID STARR

VICE CHAIR

SECRETARY/TREASURER

LOU MILLER

RAMIRO CAVAZOS

JOHN MONTFORD

VACANT

DAVID SMITH EXECUTIVE DIRECTOR

Board Memorandum To: From: Copies: Date:

Alamo RMA Board of Directors David Smith, Executive Director File Thursday, January 28, 2016

Agenda Item 5: Discussion and appropriate action regarding the approval of the 1st Quarterly Investment Reports for FY 2016 in accordance with Section 2256.023 (a) of the Texas Public Funds Investment Act. Section 2256.023 (a) of the Texas Public Funds Investment Act (PFIA) requires that investment reports be filed with the governing body on a quarterly basis each fiscal year. Attached is the quarterly investment report for the 1st quarter of FY 2016. Interest earned on the bank balances was 35 basis points. Total investment income earned over the quarter was $23,619.89. The weighted average maturity for the investments was one day.

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Fiscal Assessment Applicable: Type: Category: Funding Source: Dollar Amount Associated with Item: Current Budget Amount :

☒Yes ☒ Revenue ☐ Project N/A $23,619.89 N/A

Coordinated by: Verified by:

John Bownds Seth McCabe

☐ No ☐ Expense ☐ Indirect ☒ Other: Interest Income

Comments: Interest is earned on the Generations Federal Credit Union account that is swept into an Investment Sweep account on a nightly basis.

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5-6

5-7

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BOARD OF DIRECTORS JOHN CLAMP CHAIR

GAVINO RAMOS

DAVID STARR

VICE CHAIR

SECRETARY/TREASURER

LOU MILLER

RAMIRO CAVAZOS

JOHN MONTFORD

VACANT

DAVID SMITH EXECUTIVE DIRECTOR

Board Memorandum To: From: Copies: Date:

Alamo RMA Board of Directors David Smith, Executive Director File Thursday, January 28, 2016

Agenda Item 6: Discussion and appropriate action regarding approval of the Alamo RMA Investment Policy for FY 2016 per Public Funds Investment Act guidelines. The investment policy is an annual requirement of the Texas Public Funds Investment Act (PFIA). The Board last approved a policy on October of 2014. This item brings an updated Investment Policy for the Boards consideration to satisfy the annual requirement of the Texas PFIA. The Investment Policy recommended for approval was edited to reflect the following: 

  

The PFIA was amended in regards to the number of training hours required for individuals involved with investments. Prior to the amendment, ten training hours were required both when one first assumes duties and once every two years thereafter. This required training has been lowered due to recent state legislation from ten hours to eight hours and is now reflected in the Policy. FHLB Letters of Credit has been added as a form of security for collateral of the Alamo RMA’s cash deposits. The maximum dollar-weighted average maturity (WAM) of authorized mutual funds has been changed from 90 days to 60 days. Although this is not yet a Texas PFIA change, the SEC has recently made this change and mutual funds are conforming to this change. There are other minor edits to the wording of the Policy that are not material.

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Fiscal Assessment Applicable: Type: Category: Funding Source: Dollar Amount Associated with Item: Current Budget Amount :

☐Yes ☐ Revenue ☐ Project N/A N/A N/A

Coordinated by: Verified by:

John Bownds Seth McCabe

☒ No ☐ Expense ☐ Indirect ☐ Other:

Comments: There is no fiscal impact associated with the approval of this item.

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ALAMO REGIONAL MOBILITY AUTHORITY INVESTMENT POLICY ADOPTED JANUARY 9, 2008 APPROVED WITH NO CHANGES DECEMBER 3, 2008 REVISED JANUARY 14, 2010 APPROVED WITH NO CHANGES DECEMBER 9, 2010 APPROVED WITH NO CHANGES JANUARY 10, 2013 REVISED OCTOBER 16, 2014 REVISED JANUARY 28, 2016

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Alamo Regional Mobility Authority Investment Policy INTRODUCTION....................................................................................................................................... 2 INVESTMENT OBJECTIVES ................................................................................................................. 2 SAFETY OF PRINCIPAL ............................................................................................................................... 2 LIQUIDITY ................................................................................................................................................. 2 YIELD ........................................................................................................................................................ 2 GOVERNANCE & OUTSIDE ENTITIES............................................................................................... 3 INVESTMENT OFFICER(S) .......................................................................................................................... 3 AUTHORIZED BROKERS/DEALERS ............................................................................................................ 3 INVESTMENT ADVISORY FIRMS ................................................................................................................ 3 INVESTMENT TRANSACTION EXECUTION ................................................................................................. 3 INVESTMENT COMMITTEE ......................................................................................................................... 4 INVESTMENT STRATEGY ..................................................................................................................... 4 FUNDS ..................................................................................................................................................... 4 General Operating Fund....................................................................................................................... 4 Revenue Funds ...................................................................................................................................... 5 Capital Projects Funds ......................................................................................................................... 5 Debt Service Funds ............................................................................................................................... 5 Debt Service Reserve Funds ................................................................................................................. 5 INVESTMENT MATURITIES ................................................................................................................ 5 TRAINING ............................................................................................................................................... 5 ETHICS & COMPLIANCE ...................................................................................................................... 5 INTERNAL CONTROLS ......................................................................................................................... 6 MONITORING MARKET ACTIVITY AND INVESTMENTS.............................................................. 6 SAFEKEEPING AND COLLATERALIZATION ................................................................................... 6 INVESTMENT REPORTS....................................................................................................................... 7 AUTHORIZED INVESTMENTS ............................................................................................................ 7 Obligations of or guaranteed by, Governmental Entities ..................................................................... 7 Certificates of Deposit and Share Certificates...................................................................................... 8 Repurchase Agreements ........................................................................................................................ 9 Securities Lending ................................................................................................................................. 9 Commercial Paper .............................................................................................................................. 10 Mutual Funds ...................................................................................................................................... 10 Guaranteed Investment Contracts ...................................................................................................... 11 Investment Pools ................................................................................................................................. 11 POLICY ADOPTION .............................................................................................................................. 13 EXHIBIT A ............................................................................................................................................... 14

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INTRODUCTION The Investment Policy provides the Alamo Regional Mobility Authority (Alamo RMA) with the flexibility and control required to execute investment transactions and manage the investment portfolio. The Policy incorporates the investment guidelines from the Texas Public Funds Investment Act (PFIA), as amended. The Alamo RMAâ&#x20AC;&#x2122;s investment strategy for all investments is to ensure availability of funds to meet cash flow requirements, safeguard and preserve principal, maintain liquidity, practice security diversification, minimize risk, and maximize yield, all within the context of understanding the suitability of each investment and cash flow requirements of the Alamo RMA. All investments shall be made in compliance with the PFIA, Chapter 2256 of the Texas Government Code. All investment transactions will be settled on a delivery versus payment basis. All funds shall be invested in accordance with the Prudent Investor Rule (PFIA 2256.006). The Prudent Investor Rule means Investments shall be made with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived.

INVESTMENT OBJECTIVES The Alamo RMA shall manage and invest its funds with 3 primary objectives, listed in order of priority: safety of principal, liquidity, and yield.

Safety of Principal An essential investment objective is to ensure safety of the principal amount of every investment, as well as the accrued interest thereon. The Alamo RMA's investment practice is to exercise diligence in the type of securities purchased and the scheduled maturities of such investments to minimize loss of principal due to credit failure or other risk. The suitability of each investment and the cash flow requirements of the Alamo RMA are incorporated into the daily cash flow position analysis and investments are scheduled to mature on a timely basis to meet the Alamo RMA's on-going cash needs. Investments are scheduled to mature to match estimated daily routine cash needs, payroll dates, construction draw down schedules, debt service payment dates, and other projected cash requirement dates.

Liquidity The investment portfolio shall be structured with diversification and securities that have high credit ratings and are liquid in nature. Fund balances, revenues and expenditure trends shall be studied and monitored to facilitate investment planning in accordance with the cash flow timing, purpose, use, and strategies applicable to the Alamo RMA's various funds.

Yield The Alamo RMA will strive to maximize the return on its investments within the aforementioned safety parameters. While investments are made with scheduled maturities to coincide with estimated cash flow needs, opportunities to enhance the portfolio's return through the sale of securities prior to maturity may be exercised if deemed practical and prudent.

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GOVERNANCE & OUTSIDE ENTITIES Investment Officer(S) As prescribed by the Act, and as authorized by this Policy pursuant to Alamo RMA Board approval, the Alamo RMA’s designated Investment Officer shall be the Executive Director. Upon Board approval, additional staff members may be designated as Investment Officers including an investment advisor firm in the event that such a firm is approved by the Board and engaged to execute investment transactions for the Alamo RMA. Daily investment transactions and management of the Alamo RMA’s invested funds are the responsibility of the designated Investment Officers.

Authorized Brokers/Dealers Broker/Dealer, Bank, and Mutual Fund firms interested in providing investment services to the Alamo RMA will be required to submit a Statement of Qualifications to provide Broker/Dealer Services. The Alamo RMA will maintain a list of approved Broker/Dealers based on the aforementioned criteria. Investment Officers will administer investments with the goal of providing and distributing opportunities to the various eligible firms. In that regard, whenever possible, the Alamo RMA will obtain at least three quotes on open market investment purchases, and such quotes will be obtained from eligible firms on a rotating basis. The Investment Committee shall review, revise, and adopt, at least once per year, the list of approved Broker/Dealers, Banks, and Mutual Fund firms with whom the Alamo RMA does business. A firm may be removed from eligible status, without notice, at the Alamo RMA's sole discretion.

Investment Advisory Firms The Alamo RMA may utilize an Investment Advisory firm for the investment and management of certain funds if deemed beneficial by the Investment Committee and would be subject to the approval of Alamo RMA Board. The Alamo RMA does not currently utilize an Investment Advisory firm. A written copy of the Alamo RMA's Investment Policy shall be presented to an Investment Advisory Firm that has a contract with the Alamo RMA to invest or manage the Alamo RMA's investment portfolio. A qualified representative of the Investment Advisory firm shall execute a written instrument in a form acceptable to the Alamo RMA that demonstrates that the firm has:  

received and reviewed the Investment Policy of the Alamo RMA; and acknowledged that the Investment Advisory firm has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the Alamo RMA and the organization that are not authorized by the Alamo RMA's Investment Policy, except to the extent that this authorization is dependent on an analysis of the makeup of the Alamo RMA's entire portfolio or requires an interpretation of subjective investment standards.

Investment Transaction Execution Investment transactions shall be executed by the Alamo RMA's designated Investment Officers. Daily investment activity and portfolio management shall be performed by the designated Alamo RMA Investment Officers, and if the approved by the Board, Investment Advisors. The Investment Officer and those delegated investment authority under this Policy, when acting in accordance with the written procedures and this Policy and in accord with the Prudent Person Rule, shall be relieved of personal liability in the management of the portfolio provided that deviations from expectations for a specific security’s credit risk or market price change or portfolio shifts are reported in a timely manner and that appropriate action is taken to control adverse market effects.

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Investment Committee The Investment Committee is comprised of the Alamo Board of Directors, Executive Director, Investment Officer(s), and if approved by the Board, Investment Advisors. The Investment Committee shall meet at least quarterly to receive a report from the Executive Director on the most recent quarter's investment activity, cash position of the Alamo RMA, and proposed investment activity for the next succeeding quarter. The Investment Committee shall also review and suggest any changes or adjustments to investment practices. In addition to the quarterly meetings, Investment Committee members may hold meetings as needed related to the daily investment activity. Any decisions made shall be within the parameters agreed to by the full committee and within the guidelines established in this Policy.

INVESTMENT STRATEGY The Alamo RMA shall employ an investment strategy that adheres to the PFIA, this Policy and incorporates the following attributes into the investment design: 

investment transactions that satisfy cash flow requirements;



exercise prudence in the selection and trade of securities that are suitable investments for the financial requirements of the Alamo RMA;



preserve the safety of principal;



have marketability and liquidity;



create a portfolio of investments that is comprised of diversified securities; and



maximize yield after due consideration is given to the above requirements.

The Alamo RMA shall either develop the resources required to manage and execute its investment transactions or utilize a qualified and approved Investment Advisor. Utilization of an Investment Advisor shall be under the direction of the Executive Director and shall execute transactions on a daily basis as needed, provide trade documentation and confirmations to the Alamo RMA on a same day basis as the trade or trades are executed, advise the Alamo RMA on investment strategies and options, and provide quarterly written investment reports, which among other things, will detail the Alamo RMA’s investment position, detail investment transactions, show security purchase cost, book value, market value and face value, state portfolio composition, and provide a comparison to benchmark indicators.

FUNDS The Alamo RMA currently maintains a general operating fund. Additional funds shall be created as is appropriate and may be held by a trustee bank for the benefit of bondholders and the Alamo RMA which include a revenue fund, debt service fund, debt service reserve fund, and other funds and accounts as are identified. The general investing strategies based on their various specific purposes are presented as follows: General Operating Fund - Investments pertaining to the General Operating Fund shall be structured to meet the various operating expenses of the Alamo RMA including payroll and other costs of daily operations. Accordingly, these instruments are structured to be safe, liquid, and short-term in nature, with maturities generally no greater than one year. Available funds deemed not to be required for short-term operational needs may be invested using a laddered strategy. 4

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Revenue Funds - Investments pertaining to Revenue Funds shall be structured to meet the various operating, debt service, and capital project obligations related to the Alamo RMA's toll lane operations. Accordingly, liquidity and maturity terms of investments pertaining to Revenue Funds are based on projections and information related to their various expenditure outlooks and requirements. Capital Projects Funds - Investments pertaining to Capital Projects Funds shall be structured to meet the Alamo RMA's capital projects obligations. Accordingly, maturity terms of investments pertaining to Capital Project Funds are based on projections and information related to capital project expenditures, with maturity terms timed to meet draw schedule requirements, and not to exceed the expected completion date of the related capital project. Debt Service Funds - Investments pertaining to Debt Service Funds are structured to mature in conjunction with Alamo RMA debt requirements, and to ensure compliance with any pertinent covenants and legal requirements contained in related bond documents. Due to definitive debt service schedules, the nature of these funds allows for precise forecasting of required cash flows. Debt Service Reserve Funds - Investments pertaining to Debt Service Reserve Funds shall be structured in laddered short-term and long-term investments with scheduled maturities and investment liquidity to enable the Alamo RMA to draw on Debt Service Reserve Fund investments and balances, if needed, to provide for the timely payment of principal and interest on bonds and debt instruments as such payments become due and payable. Generally, the Debt Service Reserve Funds involve infrequent activity and can be invested with the weighted average maturities generally greater than one year.

INVESTMENT MATURITIES The weighted average maturity of each fund type investment shall be commensurate with the short-term and long-term nature of the fund requirements. Individual investments, whether pooled or non-pooled, shall not have a stated maturity that exceeds five (5) years without the prior approval of the Financial Officer. Overall the portfolio weighted average maturity shall not exceed 365 days.

TRAINING In accordance with the Act, the Alamo RMA's Investment Officers shall attend at least one training session from an independent source approved by the Alamo RMA Board or the Investment Committee as provided for in this policy and containing at least ten (10) hours of instruction within twelve (12) months after taking office or assuming duties, if not already in compliance. This training must include education in investment controls, security risks, strategy risks, market risks, investment risks, portfolio diversification, and compliance with the Act. Thereafter, the Investment Officers shall attend an investment training session not less than once in a two-year period that begins on the first day of the fiscal year and consists of the two consecutive fiscal years after that date, and receive not less than eight (8) hours of instruction relating to investment responsibilities under the Act from an independent source approved by the Alamo RMA Board or the Investment Committee as provided for in this policy.

ETHICS & COMPLIANCE An Investment Officer who has a personal business relationship with a business organization offering to engage in an investment transaction with the Alamo RMA shall file a statement disclosing that personal business interest. An Investment Officer who is related within the second degree by affinity or consanguinity, as determined under Chapter 573 of the Government Code, to an individual seeking to sell an investment to the Alamo RMA shall file a statement disclosing that relationship. A statement required under the Act must be filed with the Texas Ethics Commission and the Alamo RMA Board. For purposes 5

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of this section, an Investment Officer has a "personal business relationship" with a business organization if:   

the Investment Officer owns ten percent (10%) or more of the voting stock or shares of the business organization or owns $5,000 or more of the fair market value of the business organization; funds received by the Investment Officer from the business organization exceed ten percent (10%) of the Investment Officer's gross income for the previous year; or the Investment Officer has acquired from the business organization during the previous year, investments with a book value of $2,500 or more for the personal account of the Investment Officer.

INTERNAL CONTROLS It is intended for internal control to be exercised through the separation of functions and the reconciliation of investment transaction records created by different parties involved with each transaction. Investment Officers are authorized to execute investment trades. The first priority of personnel authorized to release, transfer or wire moneys related to investment transactions resides with the accounting personnel. In the absence or unavailability of the required accounting personnel the Executive Director or his/her Designee is authorized to release funds related to an executed transaction. At the time that the transaction is recorded, the accounting person recording the transaction shall note the reason that funds were released for payment of the transaction by a person other than accounting personnel. Written records are separately prepared and maintained by the Investment Officers and accounting personnel. Trade confirmations and custodial reports are also kept on file.

MONITORING MARKET ACTIVITY AND INVESTMENTS Broker/Dealers and investment professionals provide market information and various financial databases containing historical statistical information. In addition, financial periodicals are perused as an additional information vehicle to broaden financial and market awareness and knowledge. End of month security prices may be obtained from various sources including the Alamo RMA's depository bank, on-line market databases, broker/dealers, and Investment Advisors doing business with the Alamo RMA. This broadbased knowledge shall be utilized in strategic investment decision making and proactive investment portfolio management. Authorized investments with a minimum credit rating shall be routinely monitored by an Investment Officer, and if such rating changes to less than the minimum credit rating the Investment Officers shall take all prudent measures that are consistent with this Investment Policy to liquidate the investment.

SAFEKEEPING AND COLLATERALIZATION The Alamo RMA's collateral requirements, safekeeping arrangements, and payment for securities are accomplished in accordance with the Public Funds Collateral Act and Texas Public Funds Investment Act, as amended. The Alamo RMA's cash deposits shall be fully secured by a FDIC Insurance, FHLB Letters of Credit or eligible securities as provided for in the Public Funds Collateral Act, Texas Government Code, Chapter 2257. Collateral securities shall have a market value of not less than 102% of the amount of deposits. Collateral deposits must be pledged to the Alamo RMA and placed in the custody of a third-party institution that customarily provides such custodial services. Additionally, the Alamo RMA may participate in a pooled collateral program pursuant to Subchapter F, Chapter 2257, Texas Government Code and the rules established by the Texas Comptroller of Public Accounts.

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Custodial services arranged through the Alamo RMA's depository bank provide for the safekeeping of securities in the Alamo RMA's investment portfolio. Payment of all securities transactions, except mutual funds and investment pools, shall occur on the settlement date on a delivery versus payment basis.

INVESTMENT REPORTS Not less than quarterly, the Investment Officers and Investment Advisory Firm, if such firm is under contract with the Alamo RMA, shall prepare and submit to the Alamo RMA Board and the Alamo RMA Executive Director, a written report of investment transactions of all funds covered by this Policy and the Texas Public Funds Investment Act, for the preceding reporting period within a reasonable time after the end of the period. The report must:   

   

describe in detail the investment position of the Alamo RMA on the date of the report; be prepared and signed jointly by the Investment Officer and authorized representative of the Investment Advisory Firm; contain a summary statement, prepared in compliance with generally accepted accounting principles, of each pooled fund group that states the purchase cost, beginning market value for the reporting period, additions and changes to the market value during the period, ending market value for the period, and fully accrued interest for the reporting period; state the book value and market value of each separately invested asset at the beginning and end of the reporting period by the type of asset and fund type invested; state the maturity date of each separately invested asset that has a maturity date; state the account or fund or pooled group fund of the Alamo RMA for which each individual investment was acquired; and state the compliance of the investment portfolio of the Alamo RMA as it relates to the investment strategy expressed in the Alamo RMA's Investment Policy and relevant provisions of the Texas Public Funds Investment Act. Reports prepared by the Investment Officers for investments transacted other than money market mutual funds, investment pools or accounts offered by the depository bank in the form of certificates of deposit, shall be formally reviewed at least annually by the Alamo RMA's independent auditors, and the result of the review shall be reported to the Alamo RMA Board.

AUTHORIZED INVESTMENTS The Texas Public Funds Investment Act authorizes local governments to invest in a prescribed set of investment instruments that can be utilized to promote the goals of safety of principal, liquidity and diversification, and return on investments. Alamo RMA funds governed by this Policy may be invested in the instruments described below, all of which are authorized by the Public Funds Investment Act. Investment of Alamo RMA funds in any instrument or security not authorized for investment under the PFIA is prohibited. Obligations of or guaranteed by, Governmental Entities The following are authorized investments under the Public Funds Investment Act:    

obligations, including letters of credit, of the United States or its agencies and instrumentalities; direct obligations of this state or its agencies and instrumentalities; collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States; other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, this state or the United States or their respective 7

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

agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; and

The following are not authorized investments under the Public Funds Investment Act:    

obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security collateral and bears no interest; collateralized mortgage obligations that have a stated final maturity date of greater than 10 years; and collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index.

Certificates of Deposit and Share Certificates A certificate of deposit or share certificate is an authorized investment under the Public Funds Investment Act, Subchapter A, if the certificate is issued by a depository institution that has its main office or a branch office in this state and is:  



guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; secured by obligations that are described in the Public Funds Investment Act, Section 2256.009(a), including mortgage backed securities directly issued by a federal agency or instrumentality that have a market value of not less than the principal amount of the certificates, but excluding those mortgage backed securities of the nature described by Section 2256.009(b); or secured in any other manner and amount provided by law for deposits of the investing entity.

In addition to the authority to invest funds in certificates of deposit under Subsection (1), an investment in certificates of deposit made in accordance with the following conditions is an authorized investment under the Public Funds Investment Act, Subchapter A:    

the funds are invested by an investing entity through a broker that has its main office or a branch office in Texas and is selected from a list adopted by the Alamo RMA or a depository institution that has its main office or a branch office in this state and that is selected by the Alamo RMA; the broker or depository institution selected by the Alamo RMA under Subdivision (a) arranges for the deposit of the funds in certificates of deposit in one or more federally insured depository institutions, wherever located, for the account of the Alamo RMA; the full amount of the principal and accrued interest of each of the certificates of deposit is insured by the United States or an instrumentality of the United States; and the depository institution selected by the Alamo RMA under Subdivision (1), or a clearing broker-dealer registered with the Securities and Exchange Commission (SEC) and operating pursuant to SEC rule 15c3-3, acts as custodian for the investing entity with respect to the certificates of deposit issued for the account of the investing entity.

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Repurchase Agreements A fully collateralized repurchase agreement is an authorized investment under the Public Funds Investment Act, Subchapter A, if the repurchase agreement:    

has a defined termination date; is secured by cash and obligations described by Public Funds Investment Act, Section 2256.009(a)(1); and requires the securities being purchased by the Alamo RMA to be pledged to the Alamo RMA, held in the Alamo RMA’s name, and deposited at the time the investment is made with the Alamo RMA or with a third party selected and approved by the Alamo RMA; and is placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state.

In this section, “repurchase agreement” means a simultaneous agreement to buy, hold for a specified time, and sell back at a future date obligations described in the Public Funds Investment Act, Section 2256.009(a)(1), at a market value at the time the funds are disbursed of not less than the principal amount of the funds disbursed. The term includes a direct security repurchase agreement and a reverse security repurchase agreement. Notwithstanding any other law, the term of any reverse security repurchase agreement may not exceed 90 days after the date the reverse security repurchase agreement is delivered. Money received by an entity under the terms of a reverse security repurchase agreement shall be used to acquire additional authorized investments, but the term of the authorized investments acquired must mature not later than the expiration date stated in the reverse security repurchase agreement. Securities Lending A securities lending program is an authorized investment under the Public Funds Investment Act, Subchapter A, if it meets the conditions provided by Public Funds Investment Act, Section 2256.0115. To qualify as an authorized investment under the Public Funds Investment Act, Subchapter A:      



the value of securities loaned under the program must be not less than 100 percent collateralized, including accrued income; a loan made under the program must allow for termination at any time; a loan made under the program must be secure by: o pledged securities described in Public Funds Investment Act, Section 2256.009; o pledged irrevocable letters of credit issued by a bank that is: organized and existing under the laws of the United States or any other state; and continuously rated by at least 1 nationally recognized investment rating firm at not less than A or its equivalent; the terms of a loan made under the program must require that the securities being held as collateral be: o pledged to the Alamo RMA; o held in the Alamo RMA’s name; and o deposited at the time the investment is made with the  Alamo RMA or with a third party selected by or approved by the Alamo RMA; a loan made under the program must be placed through: 9

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

a primary government securities dealer, as defined by 5 C.F.R. Section 6801.102(f), as that regulation existed on September 1, 2003; or o a financial institution doing business in this state; and an agreement to lend securities that is executed under Public Funds Investment Act, Section 2256.0115, must have a term of 1 year or less.

Commercial Paper Commercial paper is an authorized investment under the Public Funds Investment Act, Subchapter A, if the commercial paper has a stated maturity of 270 days or fewer from the date of its issuance; and is rated not less than A-1 or P-1 or an equivalent rating by at least:  

two nationally recognized credit rating agencies; or one nationally recognized credit rating agency and is fully secured by an irrevocable letter of credit issued by a bank organized and existing under the laws of the United States or any state.

Mutual Funds A no-load money market mutual fund is an authorized investment under the Public Funds Investment Act, Subchapter A, if the mutual fund:    

is registered with and regulated by the Securities and Exchange Commission; provides the investing entity with a prospectus and other information required by the Securities Exchange Act of 1934 (15 U.S.C. Section 78a et seq.) or the Investment Company Act of 1940 (15 U.S.C. Section 80a-1 et seq.); has a dollar-weighted average stated maturity of 60 days or fewer; and includes in its investment objectives the maintenance of a stable net asset value of $1.00 for each share.

In addition to a no-load money market mutual fund permitted as an authorized investment in Subsection above, a no-load mutual fund is an authorized investment under the Public Funds Investment Act, Subchapter A, if the mutual fund:  is registered with the Securities and Exchange Commission;  has an average weighted maturity of less than 2 years;  is invested exclusively in obligations approved by the Public Funds Investment Act, Subchapter A;  is continuously rated as to investment quality by at least 1 nationally recognized investment rating firm of not less than AAA or its equivalent, and  conforms to the requirements set forth in the Public Funds Investment Act, Sections 2256.016(b) and (c), relating to the eligibility of investment pools to receive and invest funds of investing entities. The Alamo RMA is not authorized by this section to:  invest in the aggregate more than 15 percent of its monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service, in mutual funds described in Subsection (2.) above;  invest any portion of bond proceeds, reserves and funds held for debt service, in mutual funds described in Subsection (2.) above; or

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

invest its funds or funds under its control, including bond proceeds and reserves and other funds held for debt service, in any 1 mutual fund described in Subsection (1.) or (2.) above in an amount that exceeds ten (10) percent of the total assets of the mutual fund.

Guaranteed Investment Contracts A guaranteed investment contract is an authorized investment for bond proceeds under the Public Funds Investment Act, Subchapter A, if the guaranteed investment contract:   

has a defined termination date; is secured by obligations described in the Public Funds Investment Act, Section 2256.009(a)(1), excluding those obligations described by Section 2256.009(b), in an amount at least equal to the amount of bond proceeds invested under the contract; and is pledged to the Alamo RMA and deposited with the Alamo RMA or with a third party selected and approved by the Alamo RMA.

Bond proceeds, other than bond proceeds representing reserves and funds maintained for debt service purposes, may not be invested under the Public Funds Investment Act, Subchapter A, in a guaranteed investment contract with a term of longer than 5 years from the date of issuance of the bonds. To be eligible as an authorized investment:     

the governing body of the entity must specifically authorize guaranteed investment contracts as an eligible investment in the order, ordinance, or resolution authorizing the issuance of bonds; the Alamo RMA must receive bids from at least 3 separate providers with no material financial interest in the bonds from which proceeds were received; the Alamo RMA must purchase the highest yielding guaranteed investment contract for which a qualifying bid is received; the price of the guaranteed investment contract must take into account the reasonably expected drawdown schedule for the bond proceeds to be invested; and the provider must certify the administrative costs reasonably expected to be paid to third parties in connection with the guaranteed investment contract.

Investment Pools The Alamo RMA may invest its funds and funds under its control through an eligible investment pool if the Alamo RMA Board by order or resolution, as appropriate, authorizes investment in the particular pool. An investment pool shall invest the funds it receives from entities in authorized investments permitted by the Public Funds Investment Act, Subchapter A. and may invest its funds in money market mutual funds to the extent permitted by and consistent with this subchapter and the investment policies and objectives adopted by the investment pool. To be eligible to receive funds from and invest funds on behalf of the Alamo RMA under the Public Funds Investment Act, an investment pool must furnish to the Alamo RMA’s Investment Officer or Designee an offering circular or other similar disclosure instrument that contains, at a minimum the following information:   

the types of investments in which money is allowed to be invested; the maximum average dollar-weighted maturity allowed, based on the stated maturity date, of the pool; the maximum stated maturity date any investment security within the portfolio has; 11

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        

the objectives of the pool; the size of the pool; the names of the members of the advisory board of the pool and the dates their terms expire; the custodian bank that will safekeep the pool’s assets; whether the intent of the pool is to maintain a net asset value of $1.00 and the risk of market price fluctuation; whether the only source of payment is the assets of the pool at market value or whether there is a secondary source of payment, such as insurance or guarantees, and a description of the secondary source of payment; the name and address of the independent auditor of the pool; the requirements to be satisfied for the Alamo RMA to deposit funds in, and withdraw funds from, the pool and any deadlines or other operating policies required for the Alamo RMA to invest funds in and withdraw funds from the pool; and the performance history of the pool, including yield, average dollar-weighted maturities, and expense ratios.

To maintain eligibility to receive funds from and invest funds on behalf of the Alamo RMA under the Public Funds Investment Act, an investment pool must furnish to the Alamo RMA’s Investment Officer or Designee:  

investment transaction confirmations; and a monthly report that contains, at a minimum, the following information: o the types and percentage breakdown of securities in which the pool is invested; o the current average dollar-weighted maturity, based on the stated maturity date, of the pool; o the current percentage of the pool’s portfolio in investments that have stated maturities of more than one year; o the book value versus the market value of the pool’s portfolio, using amortized cost valuation; o the size of the pool; o the number of participants in the pool; o the custodian bank that is safekeeping the assets of the pool; o a listing of daily transaction activity of the entity participating in the pool; o the yield and expense ratio of the pool, including a statement regarding how yield is calculated; o the portfolio managers of the pool; and o any changes or addenda to the offering circular.

The Alamo RMA, by contract, may delegate to an investment pool the authority to hold legal title as custodian of investments purchased with its local funds. In this section, “yield” shall be calculated in accordance with regulations governing the registration of open-end management investment companies under the Investment Company Act of 1940, as promulgated from time to time by the Federal Securities and Exchange Commission. To be eligible to receive funds from, and invest funds on behalf of, the Alamo RMA under the Public Funds Investment Act, a public funds investment pool created to function as a money market mutual fund must mark its portfolio to market daily, and, to the extent reasonably possible, stabilize at a $1 net asset value.

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If the ratio of the market value of the portfolio divided by the book value of the portfolio is less than 0.995 or greater than 1.005, portfolio holdings shall be sold as necessary to maintain the ratio between 0.995 and 1.005. In addition to the requirements of its investment policy and any other forms of reporting, a public funds investment pool created to function as a money market mutual fund shall report yield to its investors in accordance with regulations of the federal Securities and Exchange Commission applicable to reporting by money market funds. To be eligible to receive funds from and invest funds on behalf of the Alamo RMA under the Public Funds Investment Act, a public funds investment pool must have an advisory board composed: ď&#x201A;ˇ ď&#x201A;ˇ

equally of participants in the pool and other persons who do not have a business relationship with the pool and are qualified to advise the pool, for a public funds investment pool created under Chapter 791 and managed by a state agency; or of participants in the pool and other persons who do not have a business relationship with the pool and are qualified to advise the pool, for other investment pools.

To maintain eligibility to receive funds from and invest funds on behalf of the Alamo RMA under the Public Funds Investment Act, an investment pool must be continuously rated no lower than AAA or AAA-m or at an equivalent rating by at least one nationally recognized rating service. If the pool operates a website, it must provide all information required in the offering circular, transaction confirmations and monthly statements, mark to market data and net asset value on the website. To maintain eligibility to receive funds from and invest funds on behalf of the Alamo RMA under this chapter, an investment pool must make available to the Alamo RMA an annual audited financial statement of the investment pool in which the Alamo RMA has funds invested. If an investment pool offers fee breakpoints based on fund balances invested, the investment pool in advertising investment rates must include either all levels of return based on the breakpoints provided or state the lowest possible level of return based on the smallest level of funds invested.

POLICY ADOPTION The Alamo RMA's Investment Officers will review this policy periodically in accordance with the Act, to evaluate its effectiveness in meeting the Alamo RMA's public funds investment objectives as stated herein, and in the course of their review revise and update the list of qualified Securities Investment Firms, Broker/Dealers, Banks, and Mutual Funds with whom the Alamo RMA executes or may engage in investment transactions. The Alamo RMA Board shall review the Investment Policy and investment strategies annually and shall approve and adopt a resolution, which states that the Alamo RMA Board has reviewed the Investment Policy and investment strategies. Such resolution so adopted shall record any changes made to either the Investment Policy or investment strategies.

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Exhibit A Sample Security Investment Firm, Mutual Fund and Broker/Dealer Certification I hereby certify that I have personally read the Alamo RMA Investment Policy and the State of Public Funds Investment Act and agree to comply with both. We have implemented or have in place reasonable procedures and a system of controls designed to preclude imprudent investment activities arising out of transactions conducted between our firm and municipal clients. Account Executives and personnel assigned to the Alamo RMA account will be routinely informed of the Alamo RMA investment strategy and investment objectives to: (1) effectuate investment transactions that satisfy, on a timely basis, cash flow requirements; (2) exercise prudence in the selection and trade of securities that suitable investments for the financial requirements of the Alamo RMA; (3) preserve the safety of principal; (4) have marketability and liquidity; (5) create a portfolio of investments that is comprised of diversified securities; and maximizes yield after due consideration is given to the above requirements We pledge to exercise due diligence in informing you of all foreseeable risks associated with financial transactions conducted with our firm. I attest to the accuracy of our responses to your questionnaire.

Business Organization

Signature of Registered Principal

Printed Name and Title

Date

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BOARD OF DIRECTORS JOHN CLAMP CHAIR

GAVINO RAMOS

DAVID STARR

VICE CHAIR

SECRETARY/TREASURER

LOU MILLER

RAMIRO CAVAZOS

JOHN MONTFORD

VACANT

DAVID SMITH EXECUTIVE DIRECTOR

Board Memorandum To: From: Copies: Date:

Alamo RMA Board of Directors David Smith, Executive Director File Thursday, January 28, 2016

Agenda Item 7: Discussion and appropriate action regarding the members of the Underwriting syndicate for the proposed issuance of “Alamo Regional Mobility Authority Senior Lien Vehicle Registration Fee Revenue Bonds, Series 2016.” The purpose of this item is to discuss the selection of the Underwriting syndicate for the proposed Alamo Regional Mobility Authority Senior Lien Vehicle Registration Fee (VRF) Revenue Bonds, Series 2016.

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Fiscal Assessment Applicable: Type: Category: Funding Source: Dollar Amount Associated with Item: Current Budget Amount :

☐Yes ☐ Revenue ☐ Project N/A N/A N/A

Coordinated by: Verified by:

John Bownds Seth McCabe

☒ No ☐ Expense ☐ Indirect ☐ Other:

Comments: There is no fiscal impact associated with the approval of this item.

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BOARD OF DIRECTORS JOHN CLAMP CHAIR

GAVINO RAMOS

DAVID STARR

VICE CHAIR

SECRETARY/TREASURER

LOU MILLER

RAMIRO CAVAZOS

JOHN MONTFORD

VACANT

DAVID SMITH EXECUTIVE DIRECTOR

Board Memorandum To: From: Copies: Date:

Alamo RMA Board of Directors David Smith, Executive Director File Thursday, January 28, 2016

Agenda Item 8: Discussion and appropriate action regarding the February 2016 Board Meeting date. Alamo RMA staff requests discussion and appropriate action regarding changing the regularly scheduled Board Meeting for February 2016 from Thursday February 25th to Wednesday February 24th.

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Fiscal Assessment Applicable: Type: Category: Funding Source: Dollar Amount Associated with Item: Current Budget Amount :

☐Yes ☐ Revenue ☐ Project N/A N/A N/A

Coordinated by: Verified by:

Chris Trevino Renee Green

☒ No ☐ Expense ☐ Indirect ☐ Other: _______________

Comments: There is no fiscal impact associated with this item.

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BOARD OF DIRECTORS JOHN CLAMP CHAIR

GAVINO RAMOS

DAVID STARR

VICE CHAIR

SECRETARY/TREASURER

LOU MILLER

RAMIRO CAVAZOS

JOHN MONTFORD

VACANT

DAVID SMITH EXECUTIVE DIRECTOR

Board Memorandum To: From: Copies: Date:

Alamo RMA Board of Directors David Smith, Executive Director File Thursday, January 28, 2016

Agenda Item 9: Citizens’ Communications. Citizens must sign the register to speak. Individuals may sign up to speak on any item on the agenda. Individuals interested in speaking must sign up to speak prior to the item being placed in consideration before the Board of Directors. Speakers are allotted no more than three (3) minutes to speak and time is not transferable between the speakers. Any comments, which do not address a specific agenda item, must be made during the Citizens’ Communications portion of the agenda, provided the individual has signed to speak prior to this period starting.

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BOARD OF DIRECTORS JOHN CLAMP CHAIR

GAVINO RAMOS

DAVID STARR

VICE CHAIR

SECRETARY/TREASURER

LOU MILLER

RAMIRO CAVAZOS

JOHN MONTFORD

VACANT

DAVID SMITH EXECUTIVE DIRECTOR

Board Memorandum To: From: Copies: Date:

Alamo RMA Board of Directors David Smith, Executive Director File Thursday, January 28, 2016

Agenda Item 10: Executive Session. Pursuant to Chapter 551, Subchapter D, Texas Government Code At any time during the meeting of the Alamo RMA Board of Directors, the Board may meet in executive session for consultation concerning attorney-client matters (real estate, litigation, contracts, personnel, and security) under Chapter 551 of the Texas Government Code. a. Subsection 551.071(1). Consultation with Attorney - Consultation with, and advice from legal counsel concerning pending/contemplated litigation, including but not limited to Aquifer Guardians in Urban Areas v. United States Federal Highway Administration et. al, settlement offers and negotiations, and other legal issues. b. Section 551.072. Deliberation Regarding Real Property - Discussion of real property purchase, exchange, lease, license, gift, donation, and/or negotiated settlement, including property to be acquired for right-of-way. c. Section 551.074. Personnel Matters - Deliberation concerning the appointment, employment, reassignment, evaluation, duties, discipline, and/or dismissal of personnel.

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