Alamo RMA Board of Directors Meeting Agenda November 20, 2014

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Transcript of Alamo RMA Board of Directors Meeting Agenda November 20, 2014

Page 1: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

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Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, November 20, 2014

Agenda Item 2: Approval of Minutes

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

BOARD OF DIRECTORS

JOHN CLAMP

CHAIR

GAVINO RAMOS VICE CHAIR

REYNALDO L. DIAZ, JR. SECRETARY/TREASURER

TOMMY CALVERT, JR.

RAMIRO CAVAZOS

JOHN MONTFORD

DAVID STARR

DAVID SMITH EXECUTIVE DIRECTOR

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Page 4: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

Alamo RMA Board of Directors Meeting Minutes for October 16, 2014 Page 1 of 5

BOARD MEETING Thursday, October 16, 2014, 3:00 p.m.

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

San Antonio, Texas 78204

Minutes 1. Call meeting to order. Chairman Clamp called the meeting to order at 3:08 p.m. Members

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

2. Approval of minutes from the Regular Board of Directors Meeting of September 18, 2014.

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

3. Executive Director’s Report Renee D. Green presented.

a. Status report on GEC work authorizations Negotiations and preparation of the Master Agreements are under for the two General Engineering Consultant contracts. Currently, there are five open Work Authorizations (WA) with HNTB under their existing General Engineering Services contract.

1. Work Authorization #18: General Public Involvement Support – Work this month on the community relations effort contract.

1. Continued grassroots outreach 2. Provided TV budget/strategy 3. Recorded traffic sponsorship 4. Design/coordination of print ads 5. Coordinated District 9 Alliance presentation and attended meeting 6. Additional meetings with local associations

2. Work Authorization #20: US 281 GEC Engineering Services and Environmental

Support – No work this month 3. Work Authorization #21: Loop 1604 GEC Engineering Services – No work this month 4. Work Authorization #24: US 281/Loop 1604 Interchange – No work this month 5. Work Authorization #27: US 281 Investment Grade Traffic and Revenue Study – Work

this month on the investment grade T&R study: 1. Coordination with RMA, TxDOT, and Stantec on other ongoing traffic revenue

studies in the region 2. Ongoing data analysis 3. Submitted draft line diagram to RMA for confirmation 4. Ongoing coordination with Alamo Area MPO to obtain the latest versions of the

2020 and 2040 networks and databases 5. Ongoing socioeconomic review and coordination 6. Ongoing base year model development

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Alamo RMA Board of Directors Meeting Minutes for October 16, 2014 Page 2 of 5

b. Monthly Update on US 281/1604 Interchange Project

1. Project is 100% complete. Final Acceptance letter was sent January 31, 2014, waiting on TxDOT and FHWA concurrence.

2. Alamo RMA and Williams Brothers have reached a settlement agreement.

c. Monthly Update on US 281 Environmental Impact Statement 1. Work Authorization No. 4B: Design Schematic for the Preferred Alternative and

Environmental Impact Statement – Work this month included: 1. Ongoing project management and coordination 2. Ongoing community involvement including responding to comments on the

411on281 Website and US 281 email account, monitoring social media and preparing an Open House summary report

3. Submittal of the revised Preliminary FEIS, submittal of the Historic Resources Survey Report, and attended meetings with the RMA, TxDOT and USFWS

4. Revision of the Schematic per TxDOT comments

1. Work Authorization No. 5: Right-of-Way Mapping – Work this month included: 1. Ongoing boundary surveys on ROW take parcels where Right-of-Entry (ROE)

has been received 2. Ongoing preparation of the preliminary ROW plan sheets 3. Ongoing analysis of individual parcel boundaries where ROW takes are

proposed 4. Ongoing preparation of Metes and Bounds descriptions for individual ROW takes 5. Ongoing preparation of individual ROW take exhibits 6. Coordination with TxDOT ROW Division.

d. Monthly Update on Loop 1604 Environmental Assessment Document

1. Work Authorization No. 5: Environmental Assessment – Work this month included: 1. Ongoing project management tasks 2. Ongoing development of the 1604 project website 3. Continued drafting of the Environmental document including a coordination

meeting with TxDOT ENV 4. Submittal of Build condition for CORSIM traffic model based proposed line

diagram 5. Submittal of CORSIM analysis documentation 6. Submittal of draft Traffic Report 7. Submittal of draft Drainage Report 8. Ongoing development of the geometric schematic.

e. Monthly Financial Statement:

1. Monthly financial statements for the month ending in September 2014 are attached and include: 1. Balance Sheets 2. Statement of Revenues, Expenses, and Changes in Net Assets 3. Project Costs (Capitalized and Non-Capitalized) 4. Statement of Revenues and Expenditures

Question by J. Clamp: Requested staff and the DeBerry Group to setup a District 10 Alliance meeting and how did the District 9 Alliance meeting go? Response by K. Epp: We will work on getting a meeting setup. Response by R. Diaz: The District 9 Alliance meeting was very well organized and well attended. Great job by Renee Green and Alamo RMA staff. Response by R. Green: Very productive meeting

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Alamo RMA Board of Directors Meeting Minutes for October 16, 2014 Page 3 of 5

Question by J. Clamp: What is the status on the signage/plaque for the HWY 281 and Loop 1604 Interchange project has been completed. Response by R. Green: Monica Ramos has created a couple ideas on the signage/plaque but it was placed on hold due to the dispute between Williams Brothers and Alamo RMA. Now that the resolution has been reached we will review the signage/plaque and coordinate with TxDOT on the placement to prevent it from being stolen. The report was accepted by the Alamo RMA Board of Directors as presented.

4. Discussion and appropriate action regarding approval of the Alamo RMA Investment

Policy for Calendar Year 2014 and the designation of the Executive Director as the Alamo RMA Investment Officer. Seth McCabe presented The investment policy is an annual requirement of the Texas Public Funds Investment Act (Texas PFIA). In April we discussed the requirements of the Texas PFIA, to include a brief overview of the Investment Policy. Texas PFIA requires the adoption of an investment policy annually. The board last approved a policy on January of 2013. The current policy includes the following as required by the Texas PFIA:

Emphasize safety of principal and liquidity and address investment diversification, yield, and maturity.

Address authorized investments Include the requirement for settlement of all transactions on a delivery vs. payment

basis Standard of care: Prudent person rule – how one would invest his own money Quarterly Investment Reporting Maximum allowable stated maturity

o Current WAM: Commensurate with the short and long term nature of the fund requirements. Short-Term Funds: 30 to 180 days Intermediate-Term Funds: 180 to 360 days Long-Term Funds: 2 to 3 years

o Maximum maturity of individual investments may not exceed 5 years without Investment Officer approval

o Bexar County has an overall WAM not to exceed 365 days Designation of an Investment Officer

o Current policy designates CFO and Comptroller

Currently the Alamo RMA funds are in a “swept” into an investment sweep account (Invesco Government Sweep Trust Account) with an approximate earning of 0.01% (1 basis point). As of August 31st 2014, the Primary Invesco (Sweep) Account $13,359,764 and Invesco Interest Earned for August $1,039. The funds are secured with collateral at a market value equal to or exceeding 102% of daily balance (110% if CMO’s used). Other options for investments are short term by utilizing existing relationships with Frost Brokerage services to purchase individual investments as an alternative to mutual funds. Investment Advisors will leverage Bexar County’s relationship with First Southwest for Investment Advisory Services to purchase investments and issue RFP for Investment Advisory Services. Secondly, issue an RFQ to develop a pool of Brokers/Dealers that will allow the Alamo RMA to deal directly with financial institutions selling investments without the resource of an Investment Advisor and will require additional staff time to obtain market prices. Question by J. Clamp: At the next meeting can staff present three options based on the fund balance for investment. Response by S. McCabe: We can utilize Frost Banking on short-term investments and present the options to the board for long-term investment options in working with the Financial Advisors.

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Alamo RMA Board of Directors Meeting Minutes for October 16, 2014 Page 4 of 5

Question by D. Starr: Using Frost Banking Services with investment in the short-term and long-term will Alamo RMA Financial Advisors by utilizing First Southwest that the County has a contract with? Want to make sure we are leveraging as much as we can in the offering. Comment by J. Clamp: I recommend an RFP for long term investments and need to consider that in early 2015 and let’s try to get some of the existing options completed and look at long-term investments in 2015. Comment by R. Diaz: I am not familiar with First Southwest and who we will be dealing with and what they charge and what they do? The board may want to consider an RFP for investments and underwriting. Comment by S. McCabe: Introduced Greg Morner with First Southwest on what they do as an Investment Advisors for Bexar County. Comment by Greg Morner: Introduced himself and what First Southwest does and as an Investment Advisor to the County. The next steps the Alamo RMA Board of Directors is to adopt an Investment Policy for Calendar Year 2014; appoint an Investment Officer; and direction of managing the investments of the Alamo RMA. R. Diaz made the motion to approve the Alamo RMA Investment Policy 2014 and the designation of the Executive Director or designee as the Alamo RMA Investment Officer. G. Ramos seconded the motion. All voted in favor.

5. Discussion and appropriate action regarding approval of the Alamo RMA Financial Advisors Scope of Work for Work Authorization Number 1 not to exceed $49,275. Seth McCabe presented As Financial Advisor to the Alamo RMA, Estrada Hinojosa & Company, Inc. proposes the following scope of work which shall be initiated at the direction of the Board or Board’s representative. The initial phase of the U.S. 281 Project requires preliminary work to be completed, as described:

o Create preliminary operations and maintenance projections for US 281 Project o Prepare preliminary financing feasibility plan for US 281 Project o Prepare first draft of $230 million US 281 Project SIB loan application o Traffic and Revenue Report Review

In addition, Estrada-Hinojosa will manage the development of a Request for Qualifications for Financial Underwriting Services for the Alamo RMA and will later assist in reviewing responses. Investment Banks selected by the Board as a result of the RFQ will form a pool of firms the Board can later choose from to assist the Alamo RMA in the future decision of a bond issuance. Question by D. Starr: What are the fee’s/hourly charges and they consistent to the fees we agreed to in the final agreement? Response by S. McCabe: Yes the hourly fees are in line with PFM’s hourly fees and are in-line the County’s fee structure. Question by J. Clamp: Can you list out the high level deliverables for the Alamo RMA Financial Advisors WA#1? Response by Don Hinojosa: The deliverables for WA#1: 1. Create preliminary operations and maintenance projections for US 281 project. 2. Prepare preliminary financing feasibility plan for US 281 project. 3. Prepare first draft of $230 million US 281 project SIB loan application. 4. Traffic and Revenue Report Review for US 281 project Level 2 have been received and being reviewed to be incorporated into the financial model. 5. Develop and manage initial Underwriting RFP process.

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Alamo RMA Board of Directors Meeting Minutes for October 16, 2014 Page 5 of 5

Question by R. Cavazos: What is the timing to get the RFP for Financial Underwriting Services and can it be accelerated? Response by S. McCabe: Yes we can November or December 2014. Question by J. Clamp: Is the Alamo RMA on schedule to move forward in general? Response by R. Green: Yes and there is a timing on moving forward on a SIB loan for the best financial instrument. Response by S. McCabe: The RFP for Financial Underwriting Services will be a pool to select from and can be renewed every 3 to 4 years. Question by D. Starr: Can we see a draft of the RFP for Financial Underwriting Services in November 2014? Response by S. McCabe: Yes, it is ultimately the board’s decision and we can present the sample RFP at that November 2014 board meeting and due in December and approval in January 2015.

R. Montford made the motion to approve the Alamo RMA Financial Advisors Scope of Work for Work Authorization Number 1 for not to exceed $48,275. G. Ramos seconded the motion. All voted in favor.

6. Citizens’ Communications (citizens must sign the register to speak)

Chairman Clamp acknowledged individuals who signed up to speak. No citizens signed the register to speak.

7. 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.

8. Adjournment. There being no further action for the Board, Chairman Clamp adjourned the meeting at 3:45 p.m.

APPROVED: _________________________________________ JOHN CLAMP, CHAIRMAN DATE ADOPTED: 11/20/2014 I hereby certify that the above foregoing pages constitute the full, true, and correct minutes of all the proceedings and official records of the Alamo Regional Mobility Authority at its meeting on November 20, 2014. ATTEST: __________________________ REYNALDO L. DIAZ, JR., SECRETARY/TREASURER

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Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, November 20, 2014

Agenda Item 3: Executive Director’s Report

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

A) Monthly Status report on GEC Work Authorizations

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

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

D) Monthly Update on the Loop 1604 Environmental Assessment

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

BOARD OF DIRECTORS

JOHN CLAMP CHAIR

GAVINO RAMOS VICE CHAIR

REYNALDO L. DIAZ, JR. SECRETARY/TREASURER

TOMMY CALVERT, JR.

RAMIRO CAVAZOS

JOHN MONTFORD

DAVID STARR

DAVID SMITH EXECUTIVE DIRECTOR

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Page 10: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: November 20, 2014

Executive Director’s Report

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

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

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

Work Authorization No. 18: General Public Involvement Support - Work thismonth on the community relations effort included:

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

Work Authorization No. 20: US 281 GEC Engineering Services andEnvironmental Support – Work this month included preparation of estimated US281 Operations and Maintenance Costs.

Work Authorization No. 21: Loop 1604 GEC Engineering Services – No workthis month.

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

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

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

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

BOARD OF DIRECTORS

JOHN CLAMP CHAIR

GAVINO RAMOS VICE CHAIR

REYNALDO L. DIAZ, JR. SECRETARY/TREASURER

TOMMY CALVERT, JR.

RAMIRO CAVAZOS

JOHN MONTFORD

DAVID STARR

DAVID SMITH EXECUTIVE DIRECTOR

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B) Monthly Update on US 281/1604 Interchange Project

Project is 100% complete. Final Acceptance letter was sent January 31, 2014,still waiting on TxDOT and FHWA concurrence.

Settlement documents have been sent to Williams Brothers, currently waiting onfinal approval.

C) Monthly Update on US Hwy 281 Environmental Impact Statement

Work Authorization No. 4B: Design Schematic for the Preferred Alternativeand Environmental Impact Statement - Work this month included:

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

account3. Monitored social media4. Updated the EIS schedule5. Began development of the Biological Assessment6. Revised the Schematic per TxDOT comments

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

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

proposed3. Continued writing Metes and Bounds descriptions for individual ROW takes4. Submitted draft preliminary Parcel 1 documents for review5. Coordinated with TxDOT ROW Division

D) Monthly Update on Loop 1604 Environmental Assessment

Work Authorization No. 5: Environmental Assessment – Work this monthincluded:

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

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

and water quality basins7. Prepared and submitted 60 percent schematic

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

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

Technical Support Efforts (281 North): • Coordination with Alamo RMA and Estrada Hinojosa on traffic and revenue study• Coordination with the Alamo Area MPO regarding the latest version of 2020 and

2040 networks and databases (ongoing)• Socioeconomic review and coordination with independent socioeconomist (ongoing)• Base year model development (ongoing)• Completed model runs and submitted T&R sensitivity analysis results for one

scenario on October 17, 2014• Developed draft estimate of operations and maintenance costs

Community Relations Efforts: • Drafted materials related to status of the EIS• Coordination of print advertising• Coordinated with NE Neighborhood Alliance regarding a presentation• Planned timing of future grassroots outreach efforts

GEC ACTIVITIES REPORT October 2014

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Page 13: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

U.S. 281 North/Loop 1604 Interchange Monthly Design/Build Progress Report

October 2014

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Page 14: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

U.S. 281 North/Loop 1604 Interchange Monthly Design/Build Progress Report

Oct 2014

U.S. 281 North/Loop 1604 Interchange Monthly Design/Build

GENERAL SUMMARY- No Change

Construction activity is complete. The Alamo RMA received delivery of the final construction documents from the Design/Builder. However, the dispute over liquidated damages/delay costs is still under negotiation.

CONSTRUCTION ACTIVITIES

• Have been completed

U.S. 281 North/Loop 1604 Interchange Monthly Design/Build Progress Report

October 2014

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Page 15: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

U.S. 281 North/Loop 1604 Interchange Monthly Design/Build Progress Report

Oct 2014

DBE PROGRESS- No Change

With the December 2013 DBE Progress Report update, the Design/Builder has paid $1,280,524 on DBE contracts for design services and $15,060,674 to DBE contractors for construction services.

The DBE goal is 11.1% for both design and construction efforts. The Design Builder has exceeded the DBE goal for both Design and Construction.

Alamo Regional Mobility Authority (Interchange Project)Williams Brothers Construction Co.DBE Distribution ( FINAL)

WB Contracted Amount- Design 9,585,000$ WB Contracted Amount - Construction 99,512,279$ Design DBE Goal 11.1% 1,063,935$ Construction DBE Goal 11.1% 11,045,863$

DBE Expenditures - Design 13.4% 1,280,524$ DBE Expenditures- Construction 15.1% 15,060,674$

SUPPORTING INFORMATION

DBE Effort Distribution

Contracted InvoicedOmega Engineers 490,105$ 490,105$ GKW, Inc 755,185$ 755,185$ Trekk Design Group 35,234$ 35,234$

-$ Total DBE - Design 1,280,524$ 1,280,524$

Hicks & Company 1,188,889$ 1,188,889$ Indus Construction 4,305,915$ 4,305,915$ Roadway Specialties 1,186,799$ 1,186,799$ JA Manning 3,085,211$ 3,085,211$ ID Guerra 2,429,144$ 2,429,144$ Best in Town, Inc. 2,864,717$ 2,864,717$

Total DBE - Construction 15,060,674$ 15,060,674$

Grand Total 16,341,198$ 16,341,197$

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U.S. 281 North/Loop 1604 Interchange Monthly Design/Build Progress Report

Oct 2014

SCHEDULE (A Two Month Look Ahead)

Anticipated work activities for the next 60 days include:

• Construction activities are completed. Letter of Final Acceptance was issued on January31, 2014.

FINANCIAL STATUS- No Change

Draw Requests

Draw request #35 was provided on August 12th and approved for payment. A draw summary is provided below. No additional Draw requests have been submitted since.

Draw Requests

Original Contract Amount $109,097,279.00

Authorized Changes $584,177.35

Current Authorized Contract Amount $109,681,456.35

Approved Amount for Work Complete Through Draw #35 $108,981,516.57

Amount Remaining for Work to be Complete $699,939.78

Total Project Complete to Date 99.36%

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U.S. 281 North/Loop 1604 Interchange Monthly Design/Build Progress Report

Oct 2014

GEC OVERSIGHT ACTIVITIES (SUMMARIES) – No Change

Financials

Contracted Amount $9,045,940

Actual Expenditures to Date (through October 24, 2014) $7,288,614

Amount Remaining for Work to be Complete $1,757,326

Total Project Budget Complete to Date 81%

SCHEDULE MILESTONES The Design Builder submitted a project schedule update on October 8, 2013. The schedule reflected late completion of the interim and substantial completion dates. This is the central point of the dispute with the design builder.

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3-10

Page 19: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

Alamo Regional Mobility AuthorityGeneral Engineering Consultant ServicesDBE and Local Effort Distribution (through 10/24/14)

Total GEC Expenditures (through10/24/14) 17,126,764$ Total Subconsultant Expenditures (through 10/24/14) 41% 7,056,259$ DBE Expenditures (through 10/24/14) 15% 2,571,989$ Local Effort Expenditures (through 10/24/14) 96% 16,461,255$

SUPPORTING INFORMATION

DBE Effort Distribution

Contracted Invoiced % of Total Costs % of Sub WorkArias and Associates 110,827$ 87,109$ 0.51% 1.23%Foster 457,888$ 450,457$ 2.63% 6.38%DeBerry Group 368,973$ 263,695$ 1.54% 3.74%Guerra DeBerry Coody 95,204$ 95,197$ 0.56% 1.35%Kelly Morris Public Relations 36,655$ 10,561$ 0.06% 0.15%Poznecki-Camarillo & Associates 539,206$ 493,091$ 2.88% 6.99%REL 58,663$ 37,009$ 0.22% 0.52%RJ Rivera & Associates 582,052$ 578,243$ 3.38% 8.19%Rodriguez Transportation Group 261,734$ 260,394$ 1.52% 3.69%SSA 10,622$ 16,200$ 0.09% 0.23%Vickrey & Associates 238,306$ 238,306$ 1.39% 3.38%Zara Environmental 16,094$ 16,094$ 0.09% 0.23%Miscellaneous Vendors 52,315$ 25,634$ 0.15% 0.36%

Total 2,828,538$ 2,571,989$ 15.02% 36.45%

Non-DBE Effort Distribution

Contracted Invoiced % of Total Costs % of Sub WorkBaselice 28,000$ 28,000$ 0.16% 0.40%CDM Smith (Formerly-Wilbur Smith Associates) 528,010$ 276,314$ 1.61% 3.92%Civil Engineering Consultants 1,448,101$ 1,377,532$ 8.04% 19.52%Crossland Acquisition 803,706$ 176,380$ 1.03% 2.50%Davidson and Troilo, PC 10,769$ 841$ 0.00% 0.01%Pape-Dawson 1,254,790$ 1,254,773$ 7.33% 17.78%Raba Kistner 1,061,715$ 1,045,913$ 6.11% 14.82%SWCA 63,146$ 63,146$ 0.37% 0.89%Taylor West 109,441$ 109,415$ 0.64% 1.55%Wilbur Smith Associates 54,516$ 54,516$ 0.32% 0.77%eBuilder 116,293$ 97,440$ 0.57% 1.38%

Total 5,478,487$ 4,484,269$ 26.18% 63.55%

Local Effort Distribution

Local Non-local Total % LocalHNTB 9,593,582$ 476,923$ 10,070,505$ 95.26%Subconsultants 6,867,673$ 188,586$ 7,056,259$ 97.33%

Total 16,461,255$ 665,509$ 17,126,764$ 96.11%

DBE and Local Effort Distribution Oct 2014

3-11

Page 20: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

US 281 EIS – WA #4B Progress Report No. 64

Page 1 of 2

Date November 3, 2014

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

From Jimmy Robertson, AICP

Subject US 281 EIS – Work Authorization #4B

Period October 1, 2014 through October 24, 2014

A. Activities During Reporting Period (October 2014)

Project Management and Coordination

Submitted invoice and progress report #63

Maintained Project Files and electronic database system

Supported bi-weekly project status updates

Prepared Supplemental Work Authorization #1 to WA #4B

Revised the schedule for obtaining a ROD

Community Involvement

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

Monitored social media (Facebook & Twitter)

Final EIS

Continued developing the Biological Assessment

Draft Preferred Alternative Schematic

Revised schematic per TxDOT comments

B. Activities Planned for Upcoming Month (November 2014)

Project Management and Coordination

Submit invoice and progress report #64

Maintain Project Files and electronic database system

Support bi-weekly project status updates

Update the project schedule

Attend November 20, 2014 board meeting

Community Involvement

Make website updates, as directed by the RMA

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

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

Monitor social media (Facebook & Twitter)

Coordinate with the DeBerry Group, as directed by the RMA

3-12

Page 21: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

US 281 EIS – WA #4B Progress Report No. 64

Page 2 of 2

Final EIS

Revise Preliminary FEIS if needed

Coordinate voluntary conservation measures with Alamo RMA and TxDOT

Submit Biological Assessment to Alamo RMA and TxDOT

Draft Preferred Alternative Schematic

Submit schematic final deliverables

C. Problems/Delays Encountered and Remedial Actions Needed and/or Exercised to Alleviate the Same USFWS is requiring formal Section 7 consultation process. SWA #1 provides for additional time and

resources to prepare a BA and secure a Biological Opinion. Jacobs is proceeding with the work at-risk.SWA#1 approval by the Alamo RMA Board of Directors is anticipated at the November 20, 2014 boardmeeting.

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

3-13

Page 22: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

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

Page 1 of 1

Date November 3, 2014

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

From Jimmy Robertson, AICP

Subject US 281 EIS – Work Authorization #5

Period October 1, 2014 through October 24, 2014

A. Activities During Reporting Period (October 2014)

Task 1: Right-of-Way Mapping

Continued working on preliminary ROW plan sheets

Continued analyzing individual parcel boundaries where ROW takes are proposed

Continued writing Metes and Bounds descriptions for individual ROW takes

Continued drawing individual exhibits that correspond with individual ROW takes

Submitted draft documents for Parcel 1 to Alamo RMA for review and comment

Met w/TxDOT District ROW Office to review preliminary ROW maps

B. Activities Planned for Upcoming Month (November 2014)

Task 1: Right-of-Way Mapping

Provide sample work product (parcel documents, ROW map) to TxDOT’s GEC for review

Submit preliminary parcel documents and ROW map to Alamo RMA

C. Problems/Delays Encountered and Remedial Actions Needed and/or Exercised to Alleviate the Same USFWS is requiring formal Section 7 consultation process. Supplemental Work Authorization #1 to WA

#5 provides for anticipated ROW mapping savings to be moved to WA #4B in order to fund theadditional effort related to preparing a BA and securing a Biological Opinion. Jacobs is proceeding withthe work at-risk. SWA#1 approval by the Alamo RMA Board of Directors is anticipated at the November20, 2014 board meeting. Supplemental Work Authorization #1 to WA #5 also provides for a two-monthtime extension, from December 2014 to February 2015.

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

3-14

Page 23: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

LOOP 1604 ENVIRONMENTAL ASSESSMENT - BAKER TEAM 1

Loop 1604 Environmental Assessment: SH 16 to Interstate Highway 35

Project Authorization No. 5 Progress Report No. 7

Progress for period: October 1, 2014 through October 31, 2014

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. Held bi-weekly project call with TxDOT and RMA. Continued Project Record filing.

Task 2.0 – Public Awareness, Involvement, and Education

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

Task 3.0 – Draft Environmental Document Completing draft Purpose and Need Chapter of document. Continued “Affected Environment” chapter of the environmental document, including

socioeconomics, environmental justice and project specific toll analyses. Initiated noise analysis based on preliminary horizontal and vertical geometry. Initiated impact assessment based on schematic developed to date. Continued to discuss karst invertebrates with TxDOT. Met with TxDOT ENV October 28, 2014 to discuss environmental efforts.

Task 5.0 – Engineering

Traffic Coordinated with design team regarding any design issues. Modified analysis to match latest line diagram. Began to address TxDOT comments on the August 20, 2014 traffic analysis

memorandum. Began to outline IH 10 Interchange Access Justification Report (IAJR).

Drainage Investigating I-10 flows. Waiting for comments. Reviewed locations of detention basins and water quality basins to identify opportunities

to combine as dual purpose basins.

Mapping and Survey Complete.

3-15

Page 24: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

LOOP 1604 ENVIRONMENTAL ASSESSMENT - BAKER TEAM 2

Geometric Schematic Coordinated with TxDOT regarding adjustments to line diagram, developing multiple scenarios

for specific locations. Incorporating modifications based on iterative traffic volume results. Updated line diagram based on traffic results and TxDOT coordination. Addressed comments on 30% submittal. Developed vertical alignments. Coordinated with DEC for IH10 connection. Coordinated with HNTB for IH35 connection. Analyzed managed lane thru movements along IH10 across LP 1604. Prepared and submitted 60% schematic. Began progressing design to 90%. Coordinated with drainage/WPAP effort to develop new impervious surfaces based on proposed

geometry.

3-16

Page 25: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, November 20, 2014

Agenda Item 4: Discussion and appropriate action regarding approval of Supplement No. 1 to Work Authorization No. 4B and Supplement No. 1 to Work Authorization No. 5 for preparation of the additional Biological Assessment documentation requested by USFWS for the US 281 EIS at no additional cost to the Alamo RMA.

Additional documentation has been requested by the US Fish and Wildlife Service as part of the Environmental Clearance process for US 281. The additional items of work necessary will augment the information contained in the Biological Evaluation and resubmit the document as a Biological Assessment. Scope items are also included to support formal consultation with US Fish and Wildlife. Additional required funding will be transferred from Work Authorization No. 5 due to the availability of unused previously authorized funds resulting in no additional cost to the Alamo RMA.

BOARD OF DIRECTORS

JOHN CLAMP CHAIR

GAVINO RAMOS VICE CHAIR

REYNALDO L. DIAZ, JR. SECRETARY/TREASURER

TOMMY CALVERT, JR.

RAMIRO CAVAZOS

JOHN MONTFORD

DAVID STARR

DAVID SMITH EXECUTIVE DIRECTOR

4-1

Page 26: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

4-2

Page 27: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

October 8, 2014

David R. Wegmann, P.E. Bexar County Public Works Engineering Services Manager Transportation/Flood Control Capital Projects 233 N. Pecos, Ste. 420 San Antonio, Texas 78207

RE: US 281 EIS – Work Authorization #4B/Supplemental Work Authorization #1

Dear Mr. Wegmann:

Jacobs Engineering Group Inc. has prepared Work Authorization #4B/Supplemental Work Authorization #1 pursuant to the terms and conditions of the “Environmental Consulting Agreement” dated April 9, 2009 between the Alamo Regional Mobility Authority and Jacobs Engineering Group Inc. (the Engineer). The Agreement is incorporated herein and forms an integral part of this Work Authorization.

Background:

Work Authorization (WA) #4B focuses on preparing the design schematic for the Preferred Alternative, Public Meeting #4, the preparation, approval and public circulation of the Final EIS, and the Record of Decision (ROD). It includes on-going project management, coordination and community involvement activities initiated under WA#1.

TxDOT submitted a Biological Evaluation (BE) to the US Fish & Wildlife Service (the Service) on September 5, 2014. The BE anticipated that the Preferred Alternative is not likely to adversely affect protected karst species. This was the conclusion of the EIS team biologists and geologists after rigorous study and surveying failed to detect the presence of any protected species in the project area. This conclusion was presented in the April 2013 Draft EIS, which was sent to the Service for review and comment as part of the official EIS public hearing process. Comments on the Draft EIS submitted by the Service did not express any question or concern about the effect on karst species.

Supplemental Work Authorization (SWA) #1 addresses the results of informal consultation with the US Fish & Wildlife Service (the Service) during September 2014. The Service has indicated that they would not support a “may affect, not likely to adversely affect” call regarding protected karst invertebrates and instead recommends “may affect, likely to adversely affect.” SWA#1 1) extends the timeframe for completing WA#4B, 2) provides funding to augment information contained in the Biological Evaluation, 3) resubmits the document as a Biological Assessment, 4) supports formal consultation with the Service under Section 7 of the Endangered Species Act (16 U.S.C. 1531 et seq.), and 5) revises the Preliminary FEIS.

4-3

Page 28: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

Scope of Work:

TASK 1.0 PROJECT MANAGEMENT AND COORDINATION

The Engineer, in coordination with the Alamo RMA, will continue to be responsible for directing and coordinating all activities related to the US 281 EIS Project. The Engineer will provide continuous overall project management and quality assurance/quality control throughout the duration of the Project.

1.2 Progress Reports and Invoices The Engineer will continue to submit a monthly Invoice and Progress Report to the Alamo RMA.

Deliverables: • Monthly Invoice and Progress Report.

1.3 Coordination/AdministrationThe Engineer will continue to oversee preparation of all documents and manage all project activities as follows:

Project Coordination and Communications: All Engineer correspondence, coordination and communications procedures will be as directed by the Alamo RMA and as outlined in the Project Procedures Manual.

Project Administration: Engineer will manage all project activities (including scheduled/ unscheduled meetings), prepare WAs, maintain the project files, direct Engineer’s team/staff, and assist Alamo RMA in preparing project correspondence.

Coordination Meetings: Up to eight (8) project coordination meetings involving the Engineer will be conducted under WA#4B/SWA#1 (all meetings to be held in San Antonio or Austin). The Engineer will be responsible for scheduling the meetings, preparing a meeting summary, and maintaining a catalog of all meetings held (date, location, attendees, purpose).

Deliverables: • Support and attendance for up to eight (8) project coordination meetings.• Preparation and distribution of Draft and Final Meeting Summaries.

1.4 Control/SchedulingThe Engineer previously developed a detailed/color (11” x 17”) graphic Project Schedule indicating Tasks/Subtasks, critical dates, milestones, deliverables, and review requirements. This schedule depicts the order and interdependence of various Tasks, Subtasks, milestones and deliverables as identified herein. The Engineer has also prepared a less detailed, color (8½” x 11”) graphic Project Schedule with major project milestones identified.

The Engineer will continue to maintain control of all project costs, monitor project staffing levels, and conduct production management meetings as needed to keep the project activities

4-4

Page 29: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

on schedule and to identify actions to be taken or issues that need resolution to keep the Project on schedule. Any issues that need resolution or action will be identified in the monthly Progress Report.

Deliverables: • Project Schedule updates.

1.5 Administrative Record (Project Files)The Engineer previously developed an Alamo RMA-approved electronic database management system for compiling and maintaining the Project Files in a manner that can be easily transitioned into an Administrative Record of the Project, if needed. The Engineer will continue to maintain and populate the Project Files during WA#4B/SWA#1.

Deliverables: • Maintenance of the Project Files.

1.6 Subconsultant ManagementThe Engineer will prepare subcontracts/WAs for subconsultants, monitor subconsultant activities (staff, budget and schedule), and review and recommend approval of subconsultant invoices. Subconsultant Progress Reports and Invoices will be incorporated into Subtask 1.2.

Deliverables: • Subconsultant Progress Reports.• Subconsultant Invoices.

TASK 2.0 COMMUNITY INVOLVEMENT

2.5 Project Website The Engineer will update the project Website for the ROD. The Website will otherwise remain largely as-is. The Engineer will also monitor the Facebook and Twitter accounts as well as comments from the 411on281 website and US 281 EIS email account to identify any questions or misstatements of fact regarding the Project or the NEPA process and provide responses for posting on these sites. Media relations will continue to be managed by the Alamo RMA.

Deliverables: • Project Website update for the ROD.• Monitoring of and responses to Website and social media.

4-5

Page 30: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

TASK 7.0 FINAL EIS

7.18 Threatened or Endangered Species

Under WA#4B, following identification of the Preferred Alternative, the Engineer and TxDOT—ENV determined that the project “may affect, not likely to adversely affect” protected karst invertebrates and submitted a Biological Evaluation to the Service. Subsequent informal consultation with the Service resulted in a decision to proceed with a “may affect, likely to adversely affect” call. The Service has requested that additional information regarding mitigation strategies and viable conservation measures be provided in a Biological Assessment (BA).

We assume that costly and time-consuming data gathering and analysis is not going to be required by the Service. The following activity/data gathering exclusions from the SWA#1 scope and fee include but are not limited to: additional presence/absence surveys, electrical resistivity imaging, geotechnical borehole data, genetic studies, cave delineations, surface and sub-surface drainage basin delineation, and dye-tracing. If needed, these services would be subject to additional scope and budget.

The Engineer will prepare additional information to support Section 7 consultation for Rhadine exilis, Rhadine infernalis and Cicurina madla, and prepare the BA in conformance with 50 CFR 402.12(f). The Engineer will modify the BA as necessary for the Service to determine completeness. The Fee Estimate for WA#4B/SWA#1 assumes three (3) revisions of the BA. The Engineer will support formal consultation activities with the Alamo RMA, TxDOT, FHWA and the Service.

Deliverables: • Draft (3 revisions) Biological Assessment.• Final Biological Assessment.

7.23 Preliminary Final EIS The Engineer will revise the Preliminary Final EIS to reflect the outcome of the Section 7 process.

Deliverables: • Revised PFEIS (paper and electronic copies).

4-6

Page 31: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

4-7

Page 32: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

EXHIBIT 1

Environmental Impact Statement

US 281

From Loop 1604 to Borgfeld Drive

FEE ESTIMATE

October 8, 2014

Work Authorization #4B

Supplemental Work Authorization #1

10/8/2014 Cover 1 of 23US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-8

Page 33: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

TASK NO. TASK NOTES and ASSUMPTIONS

1.0 Project Management & Coordination

1.1 Updated Project Procedures Manual Complete

1.2 Monthly Invoices & Progress Reports 8 additional months (January 2015 through July 2015)

1.3 Coordination/Administration 12 Lead Agency coordination meetings

1.3A Peer Technical Review Committee Complete

1.4 Control/Scheduling 8 additional months

1.5 Administrative Record 8 additional months

1.6 Subconsultant Management 8 additional months

2.0 Community Involvement

2.5 Project Website 8 additional months of support for project Website

3.0 Assembly & Review of Data Complete

4.0 EIS Project Initiation Complete

5.0 Alternative Analysis Complete

6.0 Draft EIS Complete

7.0 Final EIS and Schematic Design

7.2 Traffic Modeling for the Preferred Alternative Complete

7.6 Context Sensitive Solutions/Design Complete

7.7 Schematic Design Coordination Complete

7.8 Right-Of-Entry Complete

7.10 Noise Analysis Complete

7.11 Air Quality Analysis Complete

7.12 Geology/soils Complete

7.13 Water Quality Analysis Complete

7.14 Floodplains Complete

7.15 Wetlands Complete

7.16 Vegetation Complete

7.17 Wildlife Complete

7.18 Threatened or Endangered SpeciesPrepare additional info for Biological Assessment, support Section 7 Formal Coordination, obtain

Biologicl Opinion

7.19 Hazardous Materials Assessment Complete

7.20 Cultural Resources Complete

7.21 Indirect Impacts Complete

7.22 Cumulative Impacts Complete

7.23 Preliminary Final EIS Update per Biological Opinion

7.24 - 7.25 Comment Response Matrix and Document Revision, Final EIS Not included in this Supplemental Work Authorization; already included in WA #4B

7.26 - 7.27 EPA Review, Circulation of the Final EIS Not included in this Supplemental Work Authorization; already included in WA #4B

7.28 Record of Decision Not included in this Supplemental Work Authorization; already included in WA #4B7.29 Notice of Record of Decision Not included in this Supplemental Work Authorization; already included in WA #4B

7.30 Environmental Permits, Issues and Commitments Not included in this Supplemental Work Authorization; already included in WA #4B

WORK AUTHORIZATION #4B/SUPPLEMENTAL WORK AUTHORIZATION #1

Assumptions

US 281 EIS from Loop 1604 to Borgfeld DriveEXHIBIT 1

10/8/2014 Assumptions 2 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-9

Page 34: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

TASK NO. TOTALJacobs

Total Hours

Jacobs

Total Cost ($)

Ama Terra

Total Hours

AmaTerra

Total Cost ($)

Hicks

Total Hours

Hicks

Total Cost ($)

Smith

Total Hours

Smith

Total Cost ($)

Ximenes

Total Hours

Ximenes

Total Cost ($)

Zara

Total Hours

Zara Total

Cost ($)Total Hours Total Cost ($)

Labor and Overhead $ 40,382 $ - $ - $ 3,670 $ - $ 42,059 $ 86,111

Fixed Fee $ 4,846 $ - $ - $ 440 $ - $ 5,047 $ 10,333

Expenses $ - $ - $ - $ 200 $ - $ 280 $ 480

Total $ 45,228 $ - $ - $ 4,310 $ - $ 47,386 $ 96,924

1.0 Project Management & Coordination 172 $ 30,978 $ - $ - 16 $ 1,162 $ - 28 $ 3,174 216 $ 35,314

2.0 Community Involvement 8 $ 1,125 $ - $ - 32 $ 2,948 $ - $ - 40 $ 4,073

3.0 Assembly & Review of Data

4.0 EIS Project Initiation

5.0 Alternative Analysis

6.0 Draft EIS

7.0 Final EIS and Schematic Design 78 $ 13,124 $ - $ - $ - $ - 378 $ 43,932 456 $ 57,057

Labor, Overhead and Fixed Fee Subtotal $ 45,228 $ - $ - $ 4,110 $ - $ 47,106 $ 96,444

Direct Expenses $ - $ 200 $ - $ 280 $ 480

TOTAL 258 $ 45,228 $ - $ - 48 $ 4,310 - $ - $ 406 $ 47,386 712$ $ 96,924

PRIME DBE DBE WBE DBE DBE

DBE Total = 48.9%

Percentage by Firms 46.7% 4.4% 48.9% 100%

EXHIBIT 1

Summary of Tasks by Firm - TOTAL

SUMMARY

FEE SCHEDULE

Work Authorization #4B / Supplemental Work Authorization #1 Cost Estimate

10/8/2014 Task Total Summary 3 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-10

Page 35: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

TASK NO. TASK NAME

Hours Total Cost ($) Hours Total Cost ($) Hours Total Cost ($) Hours Total Cost ($) Hours Total Cost ($) Hours Total Cost ($) Hours Total Cost ($)

1.0 Project Management & Coordination 172 30,978.34$ -$ -$ 16 1,161.53$ -$ 28 3,174.07$ 216 35,313.94$

1.1 Updated Project Procedures Manual -$ -$ -$ -$ -$ -$ -$ 1.2 Monthly Invoices & Progress Reports 40 6,407.71$ -$ -$ 16 1,161.53$ -$ 28 3,174.07$ 84 10,743.31$ 1.3 Coordination/Administration 80 17,160.31$ -$ -$ -$ -$ -$ 80 17,160.31$

1.3A Peer Technical Review Committee -$ -$ -$ -$ -$ -$ -$ 1.4 Control/Scheduling 32 4,543.93$ -$ -$ -$ -$ -$ 32 4,543.93$ 1.5 Administrative Record 12 1,002.61$ -$ -$ -$ -$ -$ 12 1,002.61$ 1.6 Subconsultant Management 8 1,863.78$ -$ -$ -$ -$ -$ 8 1,863.78$

2.0 Community Involvement 8 1,125.03$ -$ -$ 32 2,948.40$ -$ -$ 40 4,073.43$

2.2 Public Meeting #4 -$ -$ -$ -$ -$ -$ -$ 2.4 Project Mailing List -$ -$ -$ -$ -$ -$ -$ 2.5 Project Website 8 1,125.03$ -$ -$ 32 2,948.40$ -$ -$ 40 4,073.43$ 2.6 Project Newsletters -$ -$ -$ -$ -$ -$ -$ 2.8 Presentations -$ -$ -$ -$ -$ -$ -$ 2.9 Elected and Appointed Officials Briefings -$ -$ -$ -$ -$ -$ -$

2.10 Community Advisory Committee -$ -$ -$ -$ -$ -$ -$

7.0 Final EIS and Schematic Design 78 13,124.44$ -$ -$ -$ -$ 378 43,932.26$ 456 57,056.70$

7.2 Traffic Modeling for the Preferred Alternative -$ -$ -$ -$ -$ -$ -$ 7.6 Context Sensitive Solutions/Design -$ -$ -$ -$ -$ -$ -$ 7.7 Schematic Design Coordination -$ -$ -$ -$ -$ -$ -$ 7.8 Right-Of-Entry -$ -$ -$ -$ -$ -$ -$

7.10 Noise Analysis -$ -$ -$ -$ -$ -$ -$ 7.11 Air Quality Analysis -$ -$ -$ -$ -$ -$ -$ 7.12 Geology/soils -$ -$ -$ -$ -$ -$ -$ 7.13 Water Quality Analysis -$ -$ -$ -$ -$ -$ -$ 7.14 Floodplains -$ -$ -$ -$ -$ -$ -$ 7.15 Wetlands -$ -$ -$ -$ -$ -$ -$ 7.16 Vegetation -$ -$ -$ -$ -$ -$ -$ 7.17 Wildlife -$ -$ -$ -$ -$ -$ -$ 7.18 Threatened or Endangered Species 64 10,794.91$ -$ -$ -$ -$ 378 43,932.26$ 442 54,727.17$ 7.19 Hazardous Materials Assessment -$ -$ -$ -$ -$ -$ -$ 7.20 Cultural Resources -$ -$ -$ -$ -$ -$ -$ 7.21 Indirect Impacts -$ -$ -$ -$ -$ -$ -$ 7.22 Cumulative Impacts -$ -$ -$ -$ -$ -$ -$ 7.23 Preliminary Final EIS 14 2,329.53$ -$ -$ -$ -$ -$ 14 2,329.53$

7.24 - 7.25 Comment Response Matrix and Document Revision, Final EIS -$ -$ -$ -$ -$ -$ -$

7.26 - 7.27 EPA Review, Circulation of the Final EIS -$ -$ -$ -$ -$ -$ -$ 7.28 Record of Decision -$ -$ -$ -$ -$ -$ -$ 7.29 Notice of Record of Decision -$ -$ -$ -$ -$ -$ -$ 7.30 Environmental Permits, Issues and Commitments -$ -$ -$ -$ -$ -$ -$

258 45,227.81$ -$ -$ 48 4,109.93$ -$ 406 47,106.33$ 712 96,444.07$

-$ -$ -$ 200.00$ -$ 280.00$ 480.00$

45,227.81$ -$ -$ 4,309.93$ -$ 47,386.33$ 96,924.07$

LABOR TOTAL

EXPENSES

TOTAL COST

Summary of Tasks by Firm - WA #4B / SWA #1Ximenes Zara TOTALJacobs AmaTerra Hicks Smith

10/8/2014 Task Detail Summary 4 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-11

Page 36: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

LABOR - Jacobs

Project Manager PM 93.17$ 110 10,249$ Deputy Project Manager DPM 107.69$ -$ Corridor Planning Mgr/Sr. Advisors Corr. Plan Mgr 116.35$ -$ Senior Program Advisor Sr Pgm Adv 80.51$ -$

Environmental Task Manager Env Task Mgr 70.27$ -$

Senior Planner (15+) Sr Plan 65.04$ 8 520$ Planner (5 to 15) Plan 30.58$ -$

Environmental Planner (1-5) Env Plan 22.00$ 8 176$ Senior Scientist (15+) Sr Sci (APM) 56.24$ 72 4,049$ Scientist (5 to 15) Sci 35.58$ -$ Engineering Task Manager Eng Task Mgr 87.41$ 8 699$ Sr. Engineer (15+) Sr Eng 57.50$ 20 1,150$ Civil Engineer (5 to 15+) Civ Eng 40.13$ -$ Traffic Engineer (5 to 15+) Traf Eng 50.31$ -$ Transportation Planner (5 to 15+) Trans Plan 42.67$ -$ EIT (1 to 5) EIT 29.09$ -$ Senior Technical Specialist (15+) Sr Tech Spec 87.35$ -$ Technical Specialist Tech Spec 40.36$ -$ Economic Analyst Eco Ana 73.12$ -$ Senior Engineer Tech (10+) Sr Eng Tech 53.85$ -$ Engineer Tech (1 to 10) Eng Tech 35.71$ -$ Senior CADD Operator (10+) Sr CADD 47.74$ -$ Senior GIS Specialist (10+) Sr GIS 40.77$ -$ CADD/GIS Operator (1 to 10) CADD GIS 34.29$ -$ Administrative Clerical Adm Cler 29.27$ -$ Project Controls and Scheduling Prj Contr 38.87$ 32 1,244$ Summer Interns Intern 18.72$ -$

Survey Mgr (RPLS) Manager 64.90$ -$

Staff Surveyor Staff 54.00$ -$

Senior Surv-Tech Sr. Tech 36.29$ -$

Survey Tech Tech 32.00$ -$

2-Person surv-crew 2-Person Crew 50.00$ -$

3-person surv-crew 3-Person Crew 65.00$ -$

2-person GPS crew 2-Person GPS 70.00$ -$

3-person GPS crew 3-Person GPS 85.00$ -$

Photo tech PhotoTech 35.00$ -$

Photogrammetrist Photogram 59.57$ -$

Direct Labor 258 18,087$ Overhead @ 22,295$

Subtotals 40,382$ Fixed Fee @ 4,846$

Direct Expenses -$

TOTALS 45,228$

(see attached pages)

FEE SCHEDULE SUMMARY

Labor Classification

Labor Summary

Labor Class.

CodeLabor Rate

Total Project Direct

Labor Total Project Hours

12.00%

123.26%

10/8/2014 Fee Sum - Jacobs 5 of 23US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-12

Page 37: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

Multiplier2.500512

PM DPMCorr. Plan

MgrSr Pgm Adv Env Task Mgr Sr Plan Plan Env Plan Sr Sci (APM) Sci Eng Task Mgr Sr Eng Civ Eng Traf Eng Trans Plan EIT Sr Tech Spec Tech Spec Eco Ana Sr Eng Tech Eng Tech Sr CADD Sr GIS CADD GIS Adm Cler Prj Contr Intern

$93.17 $107.69 $116.35 $80.51 $70.27 $65.04 $30.58 22.00$ $56.24 $35.58 $87.41 $57.50 $40.13 $50.31 $42.67 $29.09 $87.35 $40.36 $73.12 $53.85 $35.71 $47.74 $40.77 $34.29 $29.27 $38.87 $18.72

TASK NO. TASK NAME

1.0 Project Management & Coordination 96 0 0 0 0 0 0 8 36 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 32 0 172 $ 12,388.80 $ 30,978.34

1.1 Updated Project Procedures Manual 0 $ - $ -

1.2 Monthly Invoices & Progress Reports 16 8 16 40 $ 2,562.56 $ 6,407.71

1.3 Coordination/Administration 64 16 80 $ 6,862.72 $ 17,160.31

1.3A Peer Technical Review Committee 0 $ - $ -

1.4 Control/Scheduling 8 8 16 32 $ 1,817.20 $ 4,543.93

1.5 Administrative Record 8 4 12 $ 400.96 $ 1,002.61

1.6 Subconsultant Management 8 8 $ 745.36 $ 1,863.78

2.0 Community Involvement 0 0 0 0 0 0 0 0 8 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 8 $ 449.92 $ 1,125.03

2.2 Public Meeting #4 0 $ - $ -

2.4 Project Mailing List 0 $ - $ -

2.5 Project Website 8 8 $ 449.92 $ 1,125.03

2.6 Project Newsletters 0 $ - $ -

2.8 Presentations 0 $ - $ -

2.9 Elected and Appointed Officials Briefings 0 $ - $ -

2.10 Community Advisory Committee 0 $ - $ -

7.0 Final EIS and Schematic Design 14 - - - - 8 - - 28 - 8 20 - - - - - - - - - - - - - - - 78 $ 5,248.70 $ 13,124.44

7.2 Traffic Modeling for the Preferred Alternative 0 $ - $ -

7.6 Context Sensitive Solutions 0 $ - $ -

7.7 Schematic Design Coordination 0 $ - $ -

7.8 Right-Of-Entry 0 $ - $ -

7.10 Noise Analysis 0 $ - $ -

7.11 Air Quality Analysis 0 $ - $ -

7.12 Geology/soils 0 $ - $ -

7.13 Water Quality Analysis 0 $ - $ -

7.14 Floodplains 0 $ - $ -

7.15 Wetlands 0 $ - $ -

7.16 Vegetation 0 $ - $ -

7.17 Wildlife 0 $ - $ -

7.18 Threatened or Endangered Species 12 24 8 20 64 $ 4,317.08 $ 10,794.91

7.19 Hazardous Materials Assessment 0 $ - $ -

7.20 Cultural Resources 0 $ - $ -

7.21 Indirect Impacts 0 $ - $ -

7.22 Cumulative Impacts 0 $ - $ -

7.23 Preliminary Final EIS 2 8 4 14 $ 931.62 $ 2,329.53

7.24 - 7.25 Comment Response Matrix and Document Revision, Final EIS 0 $ - $ -

7.26 - 7.27 EPA Review, Circulation of the Final EIS 0 $ - $ -

7.28 Record of Decision 0 $ - $ -

7.29 Notice of Record of Decision 0 $ - $ -

7.30 Environmental Permits, Issues and Commitments 0 $ - $ -

110 - - - - 8 - 8 72 - 8 20 - - - - - - - - - - - - - 32 - 258 18,087.42$ 45,227.81$

RAW LABOR

COST

TOTAL LABOR

COST

LABOR TOTAL

FEE SCHEDULEDetailed Labor Distribution

LABOR DISTRIBUTION: Jacobs Project Mgmt/Senior Advisors Planning and Environmental Engineering Technical Specialist Production and Support

LABOR HOUR

TOTALS

10/8/2014 Task Detail - Jacobs 6 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-13

Page 38: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

ITEM Quantity Units Rate Amount Subtotals

Other Miscellaneous Expenses:

Copies (8.5x11)

Copies (11X17)

Color Copies (11X17)

Reproductions (Plot Printing)

Data Gathering

Subtotals: -$

Other Direct Expenses:

Miscellaneous Office Supplies/ Equipment

Miscellaneous Office Supplies/ Equipment

Outsourced Printing & Copying

Postage

Overnight Mail

Subtotals:

Miscellaneous Direct Expenses:

Ouside Speciality Services

Subtotals:

Public Meeting Services:

Subtotals:

Travel Expenses

Mileage (Current State Rate) (personal auto) miles @

Airfare (Coach/Rd Trip/person) trips @

Lodging nights @

Itemized Meals

Car Rental (plus Fuel & Taxes) days

each @

Tolls

Taxi

Van

Gas for Car Rental gallons @

Parking trips @

Subtotals:

TOTAL*:

Note:

Rates shown used for estimating purposes.Expenses will be billed at actual cost.

LS

Jacobs Expense Detail

Detailed Itemization of Expense Items

FEE SCHEDULE

10/8/2014 Expense Detail- Jacobs 7 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

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Page 39: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

LABOR - Ama Terra

Principal Princp $68.69 -$ Historic Architect Hist Arch $40.10 -$ Senior Historian Sr Hist $31.66 -$ Historian Hist $26.38 -$

Archeologist V/Principal Investigator Arch V $44.32 -$

Archeologist IV/Project Archeologist Arch IV $36.93 -$ Archeologist II/Crew Chief Arch II $21.10 -$ GIS Specialist GIS $22.16 -$ Editor Editor $21.10 -$ Clerical Adm Cler $21.10 -$

Direct Labor -$ Overhead @ -$

Subtotals -$ Fixed Fee @ -$

Direct Expenses -$

TOTALS -$

164.51%

(see attached pages)12.00%

FEE SCHEDULE SUMMARY

Labor ClassificationLabor Rate

Labor Summary

Total Project Hours

Total Project Direct

Labor

Labor Class. Code

10/8/2014 Fee Sum - Amaterra 8 of 23US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-15

Page 40: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

FEE SCHEDULEDetailed Labor Distribution

Multiplier

Princp Hist Arch Sr Hist Hist Arch V Arch IV Arch II GIS Editor Adm Cler

$68.69 $40.10 $31.66 $26.38 $44.32 $36.93 $21.10 $22.16 $21.10 $21.10

TASK NO. TASK NAME

1.0 Project Management & Coordination $ - $ -

1.1 Updated Project Procedures Manual $ - $ -

1.2 Monthly Invoices & Progress Reports $ - $ -

1.3 Coordination/Administration $ - $ -

1.3A Peer Technical Review Committee $ - $ -

1.4 Control/Scheduling $ - $ -

1.5 Administrative Record $ - $ -

1.6 Subconsultant Management $ - $ -

2.0 Community Involvement $ - $ -

2.2 Public Meeting #4 $ - $ -

2.4 Project Mailing List $ - $ -

2.5 Project Website $ - $ -

2.6 Project Newsletters $ - $ -

2.8 Presentations $ - $ -

2.9 Elected and Appointed Officials Briefings $ - $ -

2.10 Community Advisory Committee $ - $ -

7.0 Final EIS and Schematic Design - - - - - - - - - - - $ - $ -

7.2 Traffic Modeling for the Preferred Alternative $ - $ -

7.6 Context Sensitive Solutions/Design $ - $ -

7.7 Schematic Design Coordination $ - $ -

7.8 Right-Of-Entry $ - $ -

7.10 Noise Analysis $ - $ -

7.11 Air Quality Analysis $ - $ -

7.12 Geology/soils $ - $ -

7.13 Water Quality Analysis $ - $ -

7.14 Floodplains $ - $ -

7.15 Wetlands $ - $ -

7.16 Vegetation $ - $ -

7.17 Wildlife $ - $ -

7.18 Threatened or Endangered Species $ - $ -

7.19 Hazardous Materials Assessment $ - $ -

7.20 Cultural Resources $ - $ -

7.21 Indirect Impacts $ - $ -

7.22 Cumulative Impacts $ - $ -

7.23 Preliminary Final EIS $ - $ -

7.24 - 7.25 Comment Response Matrix and Document Revision, Final EIS $ - $ -

7.26 - 7.27 EPA Review, Circulation of the Final EIS $ - $ -

7.28 Record of Decision $ - $ -

7.29 Notice of Record of Decision $ - $ -

7.30 Environmental Permits, Issues and Commitments $ - $ -

- - - - - - - - - - - -$ -$

LABOR

HOUR

TOTALS RAW LABOR COST TOTAL LABOR COST

LABOR DISTRIBUTION: Jacobs Production and SupportCultural Resource

LABOR TOTAL

10/8/2014 Task Detail - Amaterra 9 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-16

Page 41: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

ITEM Quantity Units Rate Amount SubtotalsReproduction:

Copies (8.5x11)

Copies (11X17)

Color Copies (11X17)

Reproductions (Plot Printing)Subtotals:

Other Direct Expenses:

Miscellaneous Office Supplies/ Equipment

Miscellaneous Office Supplies/ Equipment

Outsourced Printing & Copying

Postage

Overnight Delivery (Oversize)Subtotals:

Miscellaneous Direct Expenses:

TARL Site FeeSubtotals:

Public Meeting Services:

Travel Expenses

Mileage (Current State Rate) (personal auto)

Airfare (Coach/Rd Trip/person)

Lodging (plus Taxes)

Itemized Meals

Car Rental (plus Fuel & Taxes)

Tolls

Taxi

Van

Gas for Car/Van

Parking

Subtotals:

TOTAL*:

Note:

Rates shown used for estimating purposes.

Ama Terra Expense Detail

Detailed Itemization of Expense Items

FEE SCHEDULE

10/8/2014 Expense Detail - Amaterra 10 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-17

Page 42: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

LABOR - Hicks & Company

Senior Environmental Scientist II Sr. Env. Sci. II $60.00 -$ Senior Environmental Scientist I Sr. Env. Sci. I $52.00 -$ Environmental Professional II Env'l Prof II $35.00 -$ Environmental Staff III Env'l Staff III $24.00 -$ Environmental Staff II Env'l Staff II $22.50 -$ Word Processing Word Proc $18.00 -$ Administrative Clerical Adm Cler $20.16 -$

Direct Labor -$ Overhead @ -$

Subtotals -$ Fixed Fee @ -$

Direct Expenses -$ TOTALS -$

160.00%

(see attached pages)12.00%

FEE SCHEDULE SUMMARY

Labor ClassificationLabor rate

Labor Summary

Total Project HoursTotal Project Direct

Labor

Labor Class. Code

10/8/2014 Fee Sum - Hicks 11 of 23US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-18

Page 43: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

FEE SCHEDULE

Detailed Labor DistributionMultiplier

Sr. Env. Sci. IISr. Env.

Sci. IEnv'l Prof II Env'l Staff III Env'l Staff II Word Proc Adm Cler

LABOR

HOUR

TOTALS

RAW LABOR COST TOTAL LABOR COST

$60.00 $52.00 $35.00 $24.00 $22.50 $18.00 $20.16

TASK NO. TASK NAME

1.0 Project Management & Coordination $ - $ -

1.1 Updated Project Procedures Manual $ - $ -

1.2 Monthly Invoices & Progress Reports $ - $ -

1.3 Coordination/Administration $ - $ -

1.3A Peer Technical Review Committee $ - $ -

1.4 Control/Scheduling $ - $ -

1.5 Administrative Record $ - $ -

1.6 Subconsultant Management $ - $ -

2.0 Community Involvement $ - $ -

2.2 Public Meeting #4 $ - $ -

2.4 Project Mailing List $ - $ -

2.5 Project Website $ - $ -

2.6 Project Newsletters $ - $ -

2.8 Presentations $ - $ -

2.9 Elected and Appointed Officials Briefings $ - $ -

2.10 Community Advisory Committee $ - $ -

7.0 Final EIS and Schematic Design - - - - - - - - $ - $ -

7.2 Traffic Modeling for the Preferred Alternative $ - $ -

7.6 Context Sensitive Solutions/Design $ - $ -

7.7 Schematic Design Coordination $ - $ -

7.8 Right-Of-Entry $ - $ -

7.10 Noise Analysis $ - $ -

7.11 Air Quality Analysis $ - $ -

7.12 Geology/soils $ - $ -

7.13 Water Quality Analysis $ - $ -

7.14 Floodplains $ - $ -

7.15 Wetlands $ - $ -

7.16 Vegetation $ - $ -

7.17 Wildlife $ - $ -

7.18 Threatened or Endangered Species $ - $ -

7.19 Hazardous Materials Assessment $ - $ -

7.20 Cultural Resources $ - $ -

7.21 Indirect Impacts $ - $ -

7.22 Cumulative Impacts $ - $ -

7.23 Preliminary Final EIS $ - $ -

7.24 - 7.25 Comment Response Matrix and Document Revision, Final EIS $ - $ -

7.26 - 7.27 EPA Review, Circulation of the Final EIS $ - $ -

7.28 Record of Decision $ - $ -

7.29 Notice of Record of Decision $ - $ -

7.30 Environmental Permits, Issues and Commitments $ - $ -

- - - - - - - - -$ -$

LABOR DISTRIBUTION: Hicks & Company

LABOR TOTAL

EnvironmentalProduction and

Support

10/8/2014 Task Detail - Hicks 12 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-19

Page 44: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

ITEM Quantity Units Rate Amount SubtotalsOther Miscellaneous Expenses:

Copies (8.5x11)

Copies (11X17)

Color Copies (11X17)Reproductions (Plot Printing)

Subtotals:

Other Direct Expenses:

Miscellaneous Office Supplies/ Equipment

Miscellaneous Office Supplies/ Equipment

Outsourced Printing & Copying

Postage

Overnight (Oversize)

Subtotals:

Miscellaneous Direct Expenses:

Ouside Speciality Services

Subtotals:Public Meeting Services:

Subtotals:

Travel Expenses

Mileage (Current State Rate) (personal auto) miles @

Airfare (Coach/Rd Trip/person)

Lodging (plus Taxes)

Itemized Meals

Car Rental (plus Fuel & Taxes)

Tolls

Taxi

Van

Gas for Car/Van

Parking

Subtotals:

TOTAL*:

Note:

Rates shown used for estimating purposes.

FEE SCHEDULE

Hicks & Company Expense Detail

Detailed Itemization of Expense Items

10/8/2014 Expense Detail- Hicks 13 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-20

Page 45: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

LABOR - Smith & Associates Consulting, LLC.

Senior Advisor Sr Advisor $63.17 -$

Senior Public Involvement Manager Sr PI Mgr $43.49 16 696$

Public Involvement Task Manager PI Task Mgr $28.27 32 905$

Fully Burdened Direct Labor 48 1,600.48$ 2,069.10$

Subtotals 3,669.58$ 440.35$

Direct Expenses 200.00$ TOTALS 4,309.93$

129.28%

(see attached pages)12.00%

FEE SCHEDULE SUMMARY

Labor Classification Labor Rate

Labor Summary

Total Project Hours Total Project Direct Labor

Labor Class. Code

10/8/2014 Fee Sum - Smith 14 of 23US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-21

Page 46: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

Multiplier

2.567936

Sr Advisor Sr PI Mgr PI Task Mgr

LABOR

HOUR

TOTALS

RAW LABOR COST TOTAL LABOR COST

$63.17 $43.49 $28.27

TASK NO. TASK NAME

1.0 Project Management & Coordination 16 16 $ 452.32 $ 1,161.53

1.1 Updated Project Procedures Manual $ - $ -

1.2 Monthly Invoices & Progress Reports 16 16 $ 452.32 $ 1,161.53

1.3 Coordination/Administration $ - $ -

1.3A Peer Technical Review Committee $ - $ -

1.4 Control/Scheduling $ - $ -

1.5 Administrative Record $ - $ -

1.6 Subconsultant Management $ - $ -

2.0 Community Involvement 16 16 32 $ 1,148.16 $ 2,948.40

2.2 Public Meeting #4 $ - $ -

2.4 Project Mailing List $ - $ -

2.5 Project Website 16 16 32 $ 1,148.16 $ 2,948.40

2.6 Project Newsletters $ - $ -

2.8 Presentations $ - $ -

2.9 Elected and Appointed Officials Briefings $ - $ -

2.10 Community Advisory Committee $ - $ -

7.0 Final EIS and Schematic Design - - - - $ - $ -

7.2 Traffic Modeling for the Preferred Alternative $ - $ -

7.6 Context Sensitive Solutions/Design $ - $ -

7.7 Schematic Design Coordination $ - $ -

7.8 Right-Of-Entry $ - $ -

7.10 Noise Analysis $ - $ -

7.11 Air Quality Analysis $ - $ -

7.12 Geology/soils $ - $ -

7.13 Water Quality Analysis $ - $ -

7.14 Floodplains $ - $ -

7.15 Wetlands $ - $ -

7.16 Vegetation $ - $ -

7.17 Wildlife $ - $ -

7.18 Threatened or Endangered Species $ - $ -

7.19 Hazardous Materials Assessment $ - $ -

7.20 Cultural Resources $ - $ -

7.21 Indirect Impacts $ - $ -

7.22 Cumulative Impacts $ - $ -

7.23 Preliminary Final EIS $ - $ -

7.24 - 7.25 Comment Response Matrix and Document Revision, Final EIS $ - $ -

7.26 - 7.27 EPA Review, Circulation of the Final EIS $ - $ -

7.28 Record of Decision $ - $ -

7.29 Notice of Record of Decision $ - $ -

7.30 Environmental Permits, Issues and Commitments $ - $ -

- 16 32 48 1,600.48$ 4,109.93$

FEE SCHEDULE

LABOR DISTRIBUTION: Smith

LABOR TOTAL

Detailed Labor Distribution

Public Involvement

10/8/2014 Task Detail - Smith 15 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-22

Page 47: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

ITEM Quantity Units Rate Amount SubtotalsOther Miscellaneous Expenses:

Copies (8.5x11)

Copies (11X17)

Color Copies (11X17)Reproductions (Plot Printing)

Subtotals:

Other Direct Expenses:

Miscellaneous Office Supplies/ Equipment

Outsourced Printing & MailingNewsletter #5 Printing and Mailout

Overnight (Oversize)

Subtotals:

Miscellaneous Direct Expenses:

Ouside Speciality ServicesConstant Contact (email distribution) month $40

Website Support Services $200.00Subtotals: 200.00

Public Meeting Services:

FEIS NOA English SA Express-News LSFEIS NOA Spanish La Prensa LS

PM #4 30-day legal English SA Express-News LSPM #4 30-day legal Spanish La Prensa LS

PM#4 10-day legal English SA Express-News LSPM #4 10-day legal Spanish La Prensa LS

ROD English SA Express-News LSROD Spanish La Prensa LS

Display Ads Bulverde News LSNorth Central News LSThe Herald – Zeitung LS

Express-News LSWelcome Home LS

SA Current LSLa Prensa LS

Subtotals:

Travel Expenses:

Airfare (Coach/Rd Trip/person)

Lodging (plus Taxes)

Itemized Meals

Car Rental (plus Fuel & Taxes)

Tolls

Taxi

Van

Gas for Car/Van

LS

Legal Notices and Ads for Public Meeting #4

FEE SCHEDULE

LS

Smith & Associates Consulting, LLC. Expense Detail

Detailed Itemization of Expense Items

10/8/2014 Expense Detail- Smith 16 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-23

Page 48: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

Parking

Subtotals:

TOTAL*: 200.00

Note:

Rates shown used for estimating purposes.

Expenses will be billed at actual cost.

10/8/2014 Expense Detail- Smith 17 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-24

Page 49: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

LABOR - Ximenes & Associates, Inc.

-$ Senior Public Involvement Manager Sr PI Mgr $87.49 -$ Public Involvement Task Manager PI Task Mgr $61.76 -$ Administrative Clerical Adm Cler $20.59 -$

-$ -$

Direct Labor -$ Overhead @ -$

Subtotals -$ Fixed Fee @ -$

Direct Expenses -$

TOTALS -$

129.28%

(see attached pages)12.00%

FEE SCHEDULE SUMMARY

Labor Classification Labor Rate

Labor Summary

Total Project

Hours

Total Project

Direct Labor

Labor Class.

Code

10/8/2014 Fee Sum - Ximenes 18 of 23US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-25

Page 50: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

Multiplier

Sr PI MgrPI Task

MgrAdm Cler

$87.49 $61.76 $20.59

TASK NO. TASK NAME

1.0 Project Management & Coordination $ - $ -

1.1 Updated Project Procedures Manual $ - $ -

1.2 Monthly Invoices & Progress Reports $ - $ -

1.3 Coordination/Administration $ - $ -

1.3A Peer Technical Review Committee $ - $ -

1.4 Control/Scheduling $ - $ -

1.5 Administrative Record $ - $ -

1.6 Subconsultant Management $ - $ -

2.0 Community Involvement $ - $ -

2.2 Public Meeting #4 $ - $ -

2.4 Project Mailing List $ - $ -

2.5 Project Website $ - $ -

2.6 Project Newsletters $ - $ -

2.8 Presentations $ - $ -

2.9 Elected and Appointed Officials Briefings $ - $ -

2.10 Community Advisory Committee $ - $ -

7.0 Final EIS and Schematic Design - - - - $ - $ -

7.2 Traffic Modeling for the Preferred Alternative $ - $ -

7.6 Context Sensitive Solutions/Design $ - $ -

7.7 Schematic Design Coordination $ - $ -

7.8 Right-Of-Entry $ - $ -

7.10 Noise Analysis $ - $ -

7.11 Air Quality Analysis $ - $ -

7.12 Geology/soils $ - $ -

7.13 Water Quality Analysis $ - $ -

7.14 Floodplains $ - $ -

7.15 Wetlands $ - $ -

7.16 Vegetation $ - $ -

7.17 Wildlife $ - $ -

7.18 Threatened or Endangered Species $ - $ -

7.19 Hazardous Materials Assessment $ - $ -

7.20 Cultural Resources $ - $ -

7.21 Indirect Impacts $ - $ -

7.22 Cumulative Impacts $ - $ -

7.23 Preliminary Final EIS $ - $ -

7.24 - 7.25 Comment Response Matrix and Document Revision, Final EIS $ - $ -

7.26 - 7.27 EPA Review, Circulation of the Final EIS $ - $ -

7.28 Record of Decision $ - $ -

7.29 Notice of Record of Decision $ - $ -

7.30 Environmental Permits, Issues and Commitments $ - $ -

- - - - -$ -$

FEE SCHEDULE

LABOR DISTRIBUTION: Jacobs Public Involvement

LABOR

HOUR

TOTALS

LABOR TOTAL

RAW LABOR COST TOTAL LABOR COST

Detailed Labor Distribution

10/8/2014 Task Detail - Ximenes 19 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

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ITEM Quantity Units Rate Amount SubtotalsOther Miscellaneous Expenses:

Copies (8.5x11)

Copies (11X17)

Color Copies (11X17)Reproductions (Plot Printing)

Subtotals:

Other Direct Expenses:

Miscellaneous Office Supplies/ Equipment

Miscellaneous Office Supplies/ Equipment

Outsourced Printing & Copying

Postage

Overnight (Oversize)

Subtotals:

Miscellaneous Direct Expenses:

Ouside Speciality Services

Subtotals:

Public Meeting Services (CAC meeting and PM #4):

Subtotals:

Travel Expenses

Mileage (Current State Rate) (personal auto)

Airfare (Coach/Rd Trip/person)

Lodging (plus Taxes)

Itemized Meals

Car Rental (plus Fuel & Taxes)

Tolls

Taxi

Van

Gas for Car/Van

Parking

Subtotals:

TOTAL*:

Note:

Rates shown used for estimating purposes.

Expenses will be billed at actual cost.

FEE SCHEDULE

Ximenes & Associates, Inc. Expense Detail

Detailed Itemization of Expense Items

10/8/2014 Expense Detail- Ximenes 20 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

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LABOR - Zara Environmental, LLC.

Sr. Project Manager Sr. PM $53.50 86 4,601.00$ Permitted Scientist PS $37.46 235 8,803.10$

Geology Technician GT $30.40 -$

Tech Editor/GIS TE/GIS $30.40 26 790.40$ Hydrogeologist HYG $37.46 20 749.20$ Geophysicist GP $37.46 -$ Office Administrator Admin $22.68 39 884.52$

Direct Labor 406 15,828.22$ Overhead @ 26,231.00$

Subtotals 42,059.22$ Fixed Fee @ 5,047.11$

Direct Expenses 280.00$

TOTALS 47,386.33$

165.723%

(see attached pages)

12.00%

FEE SCHEDULE SUMMARY

Labor ClassificationLabor Rate

Labor Summary

Total Project Hours

Total Project Direct

Labor

Labor Class.

Code

10/8/2014 Fee Sum - Zara 21 of 23US 281 EIS WA#4B SWA#1 Fee Estimate v1

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Multiplier

2.9760976

Sr. PM PS GT TE/GIS HYG GP Admin

$53.50 $37.46 $30.40 $30.40 $37.46 $37.46 $22.68

TASK NO. TASK NAME

1.0 Project Management & Coordination 14 14 28 $ 1,066.52 $ 3,174.07

1.1 Updated Project Procedures Manual $ - $ -

1.2 Monthly Invoices & Progress Reports 14 14 28 $ 1,066.52 $ 3,174.07

1.3 Coordination/Administration $ - $ -

1.3A Peer Technical Review Committee $ - $ -

1.4 Control/Scheduling $ - $ -

1.5 Administrative Record $ - $ -

1.6 Subconsultant Management $ - $ -

2.0 Community Involvement $ - $ -

2.2 Public Meeting #4 $ - $ -

2.4 Project Mailing List $ - $ -

2.5 Project Website $ - $ -

2.6 Project Newsletters $ - $ -

2.8 Presentations $ - $ -

2.9 Elected and Appointed Officials Briefings $ - $ -

2.10 Community Advisory Committee $ - $ -

7.0 Final EIS and Schematic Design 72 235 - 26 20 - 25 378 $ 14,761.70 $ 43,932.26

7.2 Traffic Modeling for the Preferred Alternative $ - $ -

7.6 Context Sensitive Solutions/Design $ - $ -

7.7 Schematic Design Coordination $ - $ -

7.8 Right-Of-Entry $ - $ -

7.10 Noise Analysis $ - $ -

7.11 Air Quality Analysis $ - $ -

7.12 Geology/soils $ - $ -

7.13 Water Quality Analysis $ - $ -

7.14 Floodplains $ - $ -

7.15 Wetlands $ - $ -

7.16 Vegetation $ - $ -

7.17 Wildlife $ - $ -

7.18 Threatened or Endangered Species 72 235 26 20 25 378 $ 14,761.70 $ 43,932.26

7.19 Hazardous Materials Assessment $ - $ -

7.20 Cultural Resources $ - $ -

7.21 Indirect Impacts $ - $ -

7.22 Cumulative Impacts $ - $ -

7.23 Preliminary Final EIS $ - $ -

7.24 - 7.25 Comment Response Matrix and Document Revision, Final EIS $ - $ -

7.26 - 7.27 EPA Review, Circulation of the Final EIS $ - $ -

7.28 Record of Decision $ - $ -

7.29 Notice of Record of Decision $ - $ -

7.30 Environmental Permits, Issues and Commitments $ - $ -

86 235 - 26 20 - 39 406 15,828.22$ 47,106.33$

LABOR

HOUR

TOTALS RAW LABOR COST TOTAL LABOR COST

FEE SCHEDULE

LABOR DISTRIBUTION: Jacobs

LABOR TOTAL

Detailed Labor Distribution

Environmental Production and Support

10/8/2014 Task Detail - Zara 22 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

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ITEM Quantity Units Rate Amount SubtotalsOther Miscellaneous Expenses:

Reproduction

Misc. Copies

Subtotals:

Other Direct Expenses:

Miscellaneous Office Supplies/ Equipment

Miscellaneous Office Supplies/ Equipment

Outsourced Printing & Copying

Postage`

Overnight (Oversize)

Subtotals:

Miscellaneous Direct Expenses:

Ouside Speciality Services each @ $600Field Supplies

Downhole Camera and Backhoe Rental

Subtotals:

Public Meeting Services:

Subtotals:

Travel Expenses

Mileage (Current State Rate) (personal auto)Field Truck 500 miles @ $0.560 $280.00

Airfare (Coach/Rd Trip/person)

Lodging (plus Taxes)

Itemized Meals

Car Rental (plus Fuel & Taxes)

Tolls

Taxi

Van

Gas for Car/Van

Parking

Subtotals: 280.00

TOTAL*: 280.00

Note:

Rates shown used for estimating purposes.

Expenses will be billed at actual cost.

FEE SCHEDULE

LS

LSLS

Zara Environmental, LLC. Expense Detail

Detailed Itemization of Expense Items

10/8/2014 Expense Detail- Zara 23 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

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Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, November 20, 2014

Agenda Item 4: Discussion and appropriate action regarding approval of Supplement No. 1 to Work Authorization No. 4B and Supplement No. 1 to Work Authorization No. 5 for preparation of the additional Biological Assessment documentation requested by USFWS for the US 281 EIS at no additional cost to the Alamo RMA.

Additional documentation has been requested by the US Fish and Wildlife Service as part of the Environmental Clearance process for US 281. The additional items of work necessary will augment the information contained in the Biological Evaluation and resubmit the document as a Biological Assessment. Scope items are also included to support formal consultation with US Fish and Wildlife. Additional required funding will be transferred from Work Authorization No. 5 due to the availability of unused previously authorized funds resulting in no additional cost to the Alamo RMA.

BOARD OF DIRECTORS

JOHN CLAMP CHAIR

GAVINO RAMOS VICE CHAIR

REYNALDO L. DIAZ, JR. SECRETARY/TREASURER

TOMMY CALVERT, JR.

RAMIRO CAVAZOS

JOHN MONTFORD

DAVID STARR

DAVID SMITH EXECUTIVE DIRECTOR

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Page 58: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

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October 8, 2014

David R. Wegmann, P.E. Bexar County Public Works Engineering Services Manager Transportation/Flood Control Capital Projects 233 N. Pecos, Ste. 420 San Antonio, Texas 78207

RE: US 281 EIS – Work Authorization #4B/Supplemental Work Authorization #1

Dear Mr. Wegmann:

Jacobs Engineering Group Inc. has prepared Work Authorization #4B/Supplemental Work Authorization #1 pursuant to the terms and conditions of the “Environmental Consulting Agreement” dated April 9, 2009 between the Alamo Regional Mobility Authority and Jacobs Engineering Group Inc. (the Engineer). The Agreement is incorporated herein and forms an integral part of this Work Authorization.

Background:

Work Authorization (WA) #4B focuses on preparing the design schematic for the Preferred Alternative, Public Meeting #4, the preparation, approval and public circulation of the Final EIS, and the Record of Decision (ROD). It includes on-going project management, coordination and community involvement activities initiated under WA#1.

TxDOT submitted a Biological Evaluation (BE) to the US Fish & Wildlife Service (the Service) on September 5, 2014. The BE anticipated that the Preferred Alternative is not likely to adversely affect protected karst species. This was the conclusion of the EIS team biologists and geologists after rigorous study and surveying failed to detect the presence of any protected species in the project area. This conclusion was presented in the April 2013 Draft EIS, which was sent to the Service for review and comment as part of the official EIS public hearing process. Comments on the Draft EIS submitted by the Service did not express any question or concern about the effect on karst species.

Supplemental Work Authorization (SWA) #1 addresses the results of informal consultation with the US Fish & Wildlife Service (the Service) during September 2014. The Service has indicated that they would not support a “may affect, not likely to adversely affect” call regarding protected karst invertebrates and instead recommends “may affect, likely to adversely affect.” SWA#1 1) extends the timeframe for completing WA#4B, 2) provides funding to augment information contained in the Biological Evaluation, 3) resubmits the document as a Biological Assessment, 4) supports formal consultation with the Service under Section 7 of the Endangered Species Act (16 U.S.C. 1531 et seq.), and 5) revises the Preliminary FEIS.

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Scope of Work:

TASK 1.0 PROJECT MANAGEMENT AND COORDINATION

The Engineer, in coordination with the Alamo RMA, will continue to be responsible for directing and coordinating all activities related to the US 281 EIS Project. The Engineer will provide continuous overall project management and quality assurance/quality control throughout the duration of the Project.

1.2 Progress Reports and Invoices The Engineer will continue to submit a monthly Invoice and Progress Report to the Alamo RMA.

Deliverables: • Monthly Invoice and Progress Report.

1.3 Coordination/AdministrationThe Engineer will continue to oversee preparation of all documents and manage all project activities as follows:

Project Coordination and Communications: All Engineer correspondence, coordination and communications procedures will be as directed by the Alamo RMA and as outlined in the Project Procedures Manual.

Project Administration: Engineer will manage all project activities (including scheduled/ unscheduled meetings), prepare WAs, maintain the project files, direct Engineer’s team/staff, and assist Alamo RMA in preparing project correspondence.

Coordination Meetings: Up to eight (8) project coordination meetings involving the Engineer will be conducted under WA#4B/SWA#1 (all meetings to be held in San Antonio or Austin). The Engineer will be responsible for scheduling the meetings, preparing a meeting summary, and maintaining a catalog of all meetings held (date, location, attendees, purpose).

Deliverables: • Support and attendance for up to eight (8) project coordination meetings.• Preparation and distribution of Draft and Final Meeting Summaries.

1.4 Control/SchedulingThe Engineer previously developed a detailed/color (11” x 17”) graphic Project Schedule indicating Tasks/Subtasks, critical dates, milestones, deliverables, and review requirements. This schedule depicts the order and interdependence of various Tasks, Subtasks, milestones and deliverables as identified herein. The Engineer has also prepared a less detailed, color (8½” x 11”) graphic Project Schedule with major project milestones identified.

The Engineer will continue to maintain control of all project costs, monitor project staffing levels, and conduct production management meetings as needed to keep the project activities

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on schedule and to identify actions to be taken or issues that need resolution to keep the Project on schedule. Any issues that need resolution or action will be identified in the monthly Progress Report.

Deliverables: • Project Schedule updates.

1.5 Administrative Record (Project Files)The Engineer previously developed an Alamo RMA-approved electronic database management system for compiling and maintaining the Project Files in a manner that can be easily transitioned into an Administrative Record of the Project, if needed. The Engineer will continue to maintain and populate the Project Files during WA#4B/SWA#1.

Deliverables: • Maintenance of the Project Files.

1.6 Subconsultant ManagementThe Engineer will prepare subcontracts/WAs for subconsultants, monitor subconsultant activities (staff, budget and schedule), and review and recommend approval of subconsultant invoices. Subconsultant Progress Reports and Invoices will be incorporated into Subtask 1.2.

Deliverables: • Subconsultant Progress Reports.• Subconsultant Invoices.

TASK 2.0 COMMUNITY INVOLVEMENT

2.5 Project Website The Engineer will update the project Website for the ROD. The Website will otherwise remain largely as-is. The Engineer will also monitor the Facebook and Twitter accounts as well as comments from the 411on281 website and US 281 EIS email account to identify any questions or misstatements of fact regarding the Project or the NEPA process and provide responses for posting on these sites. Media relations will continue to be managed by the Alamo RMA.

Deliverables: • Project Website update for the ROD.• Monitoring of and responses to Website and social media.

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TASK 7.0 FINAL EIS

7.18 Threatened or Endangered Species

Under WA#4B, following identification of the Preferred Alternative, the Engineer and TxDOT—ENV determined that the project “may affect, not likely to adversely affect” protected karst invertebrates and submitted a Biological Evaluation to the Service. Subsequent informal consultation with the Service resulted in a decision to proceed with a “may affect, likely to adversely affect” call. The Service has requested that additional information regarding mitigation strategies and viable conservation measures be provided in a Biological Assessment (BA).

We assume that costly and time-consuming data gathering and analysis is not going to be required by the Service. The following activity/data gathering exclusions from the SWA#1 scope and fee include but are not limited to: additional presence/absence surveys, electrical resistivity imaging, geotechnical borehole data, genetic studies, cave delineations, surface and sub-surface drainage basin delineation, and dye-tracing. If needed, these services would be subject to additional scope and budget.

The Engineer will prepare additional information to support Section 7 consultation for Rhadine exilis, Rhadine infernalis and Cicurina madla, and prepare the BA in conformance with 50 CFR 402.12(f). The Engineer will modify the BA as necessary for the Service to determine completeness. The Fee Estimate for WA#4B/SWA#1 assumes three (3) revisions of the BA. The Engineer will support formal consultation activities with the Alamo RMA, TxDOT, FHWA and the Service.

Deliverables: • Draft (3 revisions) Biological Assessment.• Final Biological Assessment.

7.23 Preliminary Final EIS The Engineer will revise the Preliminary Final EIS to reflect the outcome of the Section 7 process.

Deliverables: • Revised PFEIS (paper and electronic copies).

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EXHIBIT 1

Environmental Impact Statement

US 281

From Loop 1604 to Borgfeld Drive

FEE ESTIMATE

October 8, 2014

Work Authorization #4B

Supplemental Work Authorization #1

10/8/2014 Cover 1 of 23US 281 EIS WA#4B SWA#1 Fee Estimate v1

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TASK NO. TASK NOTES and ASSUMPTIONS

1.0 Project Management & Coordination

1.1 Updated Project Procedures Manual Complete

1.2 Monthly Invoices & Progress Reports 8 additional months (January 2015 through July 2015)

1.3 Coordination/Administration 12 Lead Agency coordination meetings

1.3A Peer Technical Review Committee Complete

1.4 Control/Scheduling 8 additional months

1.5 Administrative Record 8 additional months

1.6 Subconsultant Management 8 additional months

2.0 Community Involvement

2.5 Project Website 8 additional months of support for project Website

3.0 Assembly & Review of Data Complete

4.0 EIS Project Initiation Complete

5.0 Alternative Analysis Complete

6.0 Draft EIS Complete

7.0 Final EIS and Schematic Design

7.2 Traffic Modeling for the Preferred Alternative Complete

7.6 Context Sensitive Solutions/Design Complete

7.7 Schematic Design Coordination Complete

7.8 Right-Of-Entry Complete

7.10 Noise Analysis Complete

7.11 Air Quality Analysis Complete

7.12 Geology/soils Complete

7.13 Water Quality Analysis Complete

7.14 Floodplains Complete

7.15 Wetlands Complete

7.16 Vegetation Complete

7.17 Wildlife Complete

7.18 Threatened or Endangered SpeciesPrepare additional info for Biological Assessment, support Section 7 Formal Coordination, obtain

Biologicl Opinion

7.19 Hazardous Materials Assessment Complete

7.20 Cultural Resources Complete

7.21 Indirect Impacts Complete

7.22 Cumulative Impacts Complete

7.23 Preliminary Final EIS Update per Biological Opinion

7.24 - 7.25 Comment Response Matrix and Document Revision, Final EIS Not included in this Supplemental Work Authorization; already included in WA #4B

7.26 - 7.27 EPA Review, Circulation of the Final EIS Not included in this Supplemental Work Authorization; already included in WA #4B

7.28 Record of Decision Not included in this Supplemental Work Authorization; already included in WA #4B7.29 Notice of Record of Decision Not included in this Supplemental Work Authorization; already included in WA #4B

7.30 Environmental Permits, Issues and Commitments Not included in this Supplemental Work Authorization; already included in WA #4B

WORK AUTHORIZATION #4B/SUPPLEMENTAL WORK AUTHORIZATION #1

Assumptions

US 281 EIS from Loop 1604 to Borgfeld DriveEXHIBIT 1

10/8/2014 Assumptions 2 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

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TASK NO. TOTALJacobs

Total Hours

Jacobs

Total Cost ($)

Ama Terra

Total Hours

AmaTerra

Total Cost ($)

Hicks

Total Hours

Hicks

Total Cost ($)

Smith

Total Hours

Smith

Total Cost ($)

Ximenes

Total Hours

Ximenes

Total Cost ($)

Zara

Total Hours

Zara Total

Cost ($)Total Hours Total Cost ($)

Labor and Overhead $ 40,382 $ - $ - $ 3,670 $ - $ 42,059 $ 86,111

Fixed Fee $ 4,846 $ - $ - $ 440 $ - $ 5,047 $ 10,333

Expenses $ - $ - $ - $ 200 $ - $ 280 $ 480

Total $ 45,228 $ - $ - $ 4,310 $ - $ 47,386 $ 96,924

1.0 Project Management & Coordination 172 $ 30,978 $ - $ - 16 $ 1,162 $ - 28 $ 3,174 216 $ 35,314

2.0 Community Involvement 8 $ 1,125 $ - $ - 32 $ 2,948 $ - $ - 40 $ 4,073

3.0 Assembly & Review of Data

4.0 EIS Project Initiation

5.0 Alternative Analysis

6.0 Draft EIS

7.0 Final EIS and Schematic Design 78 $ 13,124 $ - $ - $ - $ - 378 $ 43,932 456 $ 57,057

Labor, Overhead and Fixed Fee Subtotal $ 45,228 $ - $ - $ 4,110 $ - $ 47,106 $ 96,444

Direct Expenses $ - $ 200 $ - $ 280 $ 480

TOTAL 258 $ 45,228 $ - $ - 48 $ 4,310 - $ - $ 406 $ 47,386 712$ $ 96,924

PRIME DBE DBE WBE DBE DBE

DBE Total = 48.9%

Percentage by Firms 46.7% 4.4% 48.9% 100%

EXHIBIT 1

Summary of Tasks by Firm - TOTAL

SUMMARY

FEE SCHEDULE

Work Authorization #4B / Supplemental Work Authorization #1 Cost Estimate

10/8/2014 Task Total Summary 3 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

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TASK NO. TASK NAME

Hours Total Cost ($) Hours Total Cost ($) Hours Total Cost ($) Hours Total Cost ($) Hours Total Cost ($) Hours Total Cost ($) Hours Total Cost ($)

1.0 Project Management & Coordination 172 30,978.34$ -$ -$ 16 1,161.53$ -$ 28 3,174.07$ 216 35,313.94$

1.1 Updated Project Procedures Manual -$ -$ -$ -$ -$ -$ -$ 1.2 Monthly Invoices & Progress Reports 40 6,407.71$ -$ -$ 16 1,161.53$ -$ 28 3,174.07$ 84 10,743.31$ 1.3 Coordination/Administration 80 17,160.31$ -$ -$ -$ -$ -$ 80 17,160.31$

1.3A Peer Technical Review Committee -$ -$ -$ -$ -$ -$ -$ 1.4 Control/Scheduling 32 4,543.93$ -$ -$ -$ -$ -$ 32 4,543.93$ 1.5 Administrative Record 12 1,002.61$ -$ -$ -$ -$ -$ 12 1,002.61$ 1.6 Subconsultant Management 8 1,863.78$ -$ -$ -$ -$ -$ 8 1,863.78$

2.0 Community Involvement 8 1,125.03$ -$ -$ 32 2,948.40$ -$ -$ 40 4,073.43$

2.2 Public Meeting #4 -$ -$ -$ -$ -$ -$ -$ 2.4 Project Mailing List -$ -$ -$ -$ -$ -$ -$ 2.5 Project Website 8 1,125.03$ -$ -$ 32 2,948.40$ -$ -$ 40 4,073.43$ 2.6 Project Newsletters -$ -$ -$ -$ -$ -$ -$ 2.8 Presentations -$ -$ -$ -$ -$ -$ -$ 2.9 Elected and Appointed Officials Briefings -$ -$ -$ -$ -$ -$ -$

2.10 Community Advisory Committee -$ -$ -$ -$ -$ -$ -$

7.0 Final EIS and Schematic Design 78 13,124.44$ -$ -$ -$ -$ 378 43,932.26$ 456 57,056.70$

7.2 Traffic Modeling for the Preferred Alternative -$ -$ -$ -$ -$ -$ -$ 7.6 Context Sensitive Solutions/Design -$ -$ -$ -$ -$ -$ -$ 7.7 Schematic Design Coordination -$ -$ -$ -$ -$ -$ -$ 7.8 Right-Of-Entry -$ -$ -$ -$ -$ -$ -$

7.10 Noise Analysis -$ -$ -$ -$ -$ -$ -$ 7.11 Air Quality Analysis -$ -$ -$ -$ -$ -$ -$ 7.12 Geology/soils -$ -$ -$ -$ -$ -$ -$ 7.13 Water Quality Analysis -$ -$ -$ -$ -$ -$ -$ 7.14 Floodplains -$ -$ -$ -$ -$ -$ -$ 7.15 Wetlands -$ -$ -$ -$ -$ -$ -$ 7.16 Vegetation -$ -$ -$ -$ -$ -$ -$ 7.17 Wildlife -$ -$ -$ -$ -$ -$ -$ 7.18 Threatened or Endangered Species 64 10,794.91$ -$ -$ -$ -$ 378 43,932.26$ 442 54,727.17$ 7.19 Hazardous Materials Assessment -$ -$ -$ -$ -$ -$ -$ 7.20 Cultural Resources -$ -$ -$ -$ -$ -$ -$ 7.21 Indirect Impacts -$ -$ -$ -$ -$ -$ -$ 7.22 Cumulative Impacts -$ -$ -$ -$ -$ -$ -$ 7.23 Preliminary Final EIS 14 2,329.53$ -$ -$ -$ -$ -$ 14 2,329.53$

7.24 - 7.25 Comment Response Matrix and Document Revision, Final EIS -$ -$ -$ -$ -$ -$ -$

7.26 - 7.27 EPA Review, Circulation of the Final EIS -$ -$ -$ -$ -$ -$ -$ 7.28 Record of Decision -$ -$ -$ -$ -$ -$ -$ 7.29 Notice of Record of Decision -$ -$ -$ -$ -$ -$ -$ 7.30 Environmental Permits, Issues and Commitments -$ -$ -$ -$ -$ -$ -$

258 45,227.81$ -$ -$ 48 4,109.93$ -$ 406 47,106.33$ 712 96,444.07$

-$ -$ -$ 200.00$ -$ 280.00$ 480.00$

45,227.81$ -$ -$ 4,309.93$ -$ 47,386.33$ 96,924.07$

LABOR TOTAL

EXPENSES

TOTAL COST

Summary of Tasks by Firm - WA #4B / SWA #1Ximenes Zara TOTALJacobs AmaTerra Hicks Smith

10/8/2014 Task Detail Summary 4 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

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LABOR - Jacobs

Project Manager PM 93.17$ 110 10,249$ Deputy Project Manager DPM 107.69$ -$ Corridor Planning Mgr/Sr. Advisors Corr. Plan Mgr 116.35$ -$ Senior Program Advisor Sr Pgm Adv 80.51$ -$

Environmental Task Manager Env Task Mgr 70.27$ -$

Senior Planner (15+) Sr Plan 65.04$ 8 520$ Planner (5 to 15) Plan 30.58$ -$

Environmental Planner (1-5) Env Plan 22.00$ 8 176$ Senior Scientist (15+) Sr Sci (APM) 56.24$ 72 4,049$ Scientist (5 to 15) Sci 35.58$ -$ Engineering Task Manager Eng Task Mgr 87.41$ 8 699$ Sr. Engineer (15+) Sr Eng 57.50$ 20 1,150$ Civil Engineer (5 to 15+) Civ Eng 40.13$ -$ Traffic Engineer (5 to 15+) Traf Eng 50.31$ -$ Transportation Planner (5 to 15+) Trans Plan 42.67$ -$ EIT (1 to 5) EIT 29.09$ -$ Senior Technical Specialist (15+) Sr Tech Spec 87.35$ -$ Technical Specialist Tech Spec 40.36$ -$ Economic Analyst Eco Ana 73.12$ -$ Senior Engineer Tech (10+) Sr Eng Tech 53.85$ -$ Engineer Tech (1 to 10) Eng Tech 35.71$ -$ Senior CADD Operator (10+) Sr CADD 47.74$ -$ Senior GIS Specialist (10+) Sr GIS 40.77$ -$ CADD/GIS Operator (1 to 10) CADD GIS 34.29$ -$ Administrative Clerical Adm Cler 29.27$ -$ Project Controls and Scheduling Prj Contr 38.87$ 32 1,244$ Summer Interns Intern 18.72$ -$

Survey Mgr (RPLS) Manager 64.90$ -$

Staff Surveyor Staff 54.00$ -$

Senior Surv-Tech Sr. Tech 36.29$ -$

Survey Tech Tech 32.00$ -$

2-Person surv-crew 2-Person Crew 50.00$ -$

3-person surv-crew 3-Person Crew 65.00$ -$

2-person GPS crew 2-Person GPS 70.00$ -$

3-person GPS crew 3-Person GPS 85.00$ -$

Photo tech PhotoTech 35.00$ -$

Photogrammetrist Photogram 59.57$ -$

Direct Labor 258 18,087$ Overhead @ 22,295$

Subtotals 40,382$ Fixed Fee @ 4,846$

Direct Expenses -$

TOTALS 45,228$

(see attached pages)

FEE SCHEDULE SUMMARY

Labor Classification

Labor Summary

Labor Class.

CodeLabor Rate

Total Project Direct

Labor Total Project Hours

12.00%

123.26%

10/8/2014 Fee Sum - Jacobs 5 of 23US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-12

Page 69: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

Multiplier2.500512

PM DPMCorr. Plan

MgrSr Pgm Adv Env Task Mgr Sr Plan Plan Env Plan Sr Sci (APM) Sci Eng Task Mgr Sr Eng Civ Eng Traf Eng Trans Plan EIT Sr Tech Spec Tech Spec Eco Ana Sr Eng Tech Eng Tech Sr CADD Sr GIS CADD GIS Adm Cler Prj Contr Intern

$93.17 $107.69 $116.35 $80.51 $70.27 $65.04 $30.58 22.00$ $56.24 $35.58 $87.41 $57.50 $40.13 $50.31 $42.67 $29.09 $87.35 $40.36 $73.12 $53.85 $35.71 $47.74 $40.77 $34.29 $29.27 $38.87 $18.72

TASK NO. TASK NAME

1.0 Project Management & Coordination 96 0 0 0 0 0 0 8 36 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 32 0 172 $ 12,388.80 $ 30,978.34

1.1 Updated Project Procedures Manual 0 $ - $ -

1.2 Monthly Invoices & Progress Reports 16 8 16 40 $ 2,562.56 $ 6,407.71

1.3 Coordination/Administration 64 16 80 $ 6,862.72 $ 17,160.31

1.3A Peer Technical Review Committee 0 $ - $ -

1.4 Control/Scheduling 8 8 16 32 $ 1,817.20 $ 4,543.93

1.5 Administrative Record 8 4 12 $ 400.96 $ 1,002.61

1.6 Subconsultant Management 8 8 $ 745.36 $ 1,863.78

2.0 Community Involvement 0 0 0 0 0 0 0 0 8 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 8 $ 449.92 $ 1,125.03

2.2 Public Meeting #4 0 $ - $ -

2.4 Project Mailing List 0 $ - $ -

2.5 Project Website 8 8 $ 449.92 $ 1,125.03

2.6 Project Newsletters 0 $ - $ -

2.8 Presentations 0 $ - $ -

2.9 Elected and Appointed Officials Briefings 0 $ - $ -

2.10 Community Advisory Committee 0 $ - $ -

7.0 Final EIS and Schematic Design 14 - - - - 8 - - 28 - 8 20 - - - - - - - - - - - - - - - 78 $ 5,248.70 $ 13,124.44

7.2 Traffic Modeling for the Preferred Alternative 0 $ - $ -

7.6 Context Sensitive Solutions 0 $ - $ -

7.7 Schematic Design Coordination 0 $ - $ -

7.8 Right-Of-Entry 0 $ - $ -

7.10 Noise Analysis 0 $ - $ -

7.11 Air Quality Analysis 0 $ - $ -

7.12 Geology/soils 0 $ - $ -

7.13 Water Quality Analysis 0 $ - $ -

7.14 Floodplains 0 $ - $ -

7.15 Wetlands 0 $ - $ -

7.16 Vegetation 0 $ - $ -

7.17 Wildlife 0 $ - $ -

7.18 Threatened or Endangered Species 12 24 8 20 64 $ 4,317.08 $ 10,794.91

7.19 Hazardous Materials Assessment 0 $ - $ -

7.20 Cultural Resources 0 $ - $ -

7.21 Indirect Impacts 0 $ - $ -

7.22 Cumulative Impacts 0 $ - $ -

7.23 Preliminary Final EIS 2 8 4 14 $ 931.62 $ 2,329.53

7.24 - 7.25 Comment Response Matrix and Document Revision, Final EIS 0 $ - $ -

7.26 - 7.27 EPA Review, Circulation of the Final EIS 0 $ - $ -

7.28 Record of Decision 0 $ - $ -

7.29 Notice of Record of Decision 0 $ - $ -

7.30 Environmental Permits, Issues and Commitments 0 $ - $ -

110 - - - - 8 - 8 72 - 8 20 - - - - - - - - - - - - - 32 - 258 18,087.42$ 45,227.81$

RAW LABOR

COST

TOTAL LABOR

COST

LABOR TOTAL

FEE SCHEDULEDetailed Labor Distribution

LABOR DISTRIBUTION: Jacobs Project Mgmt/Senior Advisors Planning and Environmental Engineering Technical Specialist Production and Support

LABOR HOUR

TOTALS

10/8/2014 Task Detail - Jacobs 6 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-13

Page 70: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

ITEM Quantity Units Rate Amount Subtotals

Other Miscellaneous Expenses:

Copies (8.5x11)

Copies (11X17)

Color Copies (11X17)

Reproductions (Plot Printing)

Data Gathering

Subtotals: -$

Other Direct Expenses:

Miscellaneous Office Supplies/ Equipment

Miscellaneous Office Supplies/ Equipment

Outsourced Printing & Copying

Postage

Overnight Mail

Subtotals:

Miscellaneous Direct Expenses:

Ouside Speciality Services

Subtotals:

Public Meeting Services:

Subtotals:

Travel Expenses

Mileage (Current State Rate) (personal auto) miles @

Airfare (Coach/Rd Trip/person) trips @

Lodging nights @

Itemized Meals

Car Rental (plus Fuel & Taxes) days

each @

Tolls

Taxi

Van

Gas for Car Rental gallons @

Parking trips @

Subtotals:

TOTAL*:

Note:

Rates shown used for estimating purposes.Expenses will be billed at actual cost.

LS

Jacobs Expense Detail

Detailed Itemization of Expense Items

FEE SCHEDULE

10/8/2014 Expense Detail- Jacobs 7 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-14

Page 71: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

LABOR - Ama Terra

Principal Princp $68.69 -$ Historic Architect Hist Arch $40.10 -$ Senior Historian Sr Hist $31.66 -$ Historian Hist $26.38 -$

Archeologist V/Principal Investigator Arch V $44.32 -$

Archeologist IV/Project Archeologist Arch IV $36.93 -$ Archeologist II/Crew Chief Arch II $21.10 -$ GIS Specialist GIS $22.16 -$ Editor Editor $21.10 -$ Clerical Adm Cler $21.10 -$

Direct Labor -$ Overhead @ -$

Subtotals -$ Fixed Fee @ -$

Direct Expenses -$

TOTALS -$

164.51%

(see attached pages)12.00%

FEE SCHEDULE SUMMARY

Labor ClassificationLabor Rate

Labor Summary

Total Project Hours

Total Project Direct

Labor

Labor Class. Code

10/8/2014 Fee Sum - Amaterra 8 of 23US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-15

Page 72: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

FEE SCHEDULEDetailed Labor Distribution

Multiplier

Princp Hist Arch Sr Hist Hist Arch V Arch IV Arch II GIS Editor Adm Cler

$68.69 $40.10 $31.66 $26.38 $44.32 $36.93 $21.10 $22.16 $21.10 $21.10

TASK NO. TASK NAME

1.0 Project Management & Coordination $ - $ -

1.1 Updated Project Procedures Manual $ - $ -

1.2 Monthly Invoices & Progress Reports $ - $ -

1.3 Coordination/Administration $ - $ -

1.3A Peer Technical Review Committee $ - $ -

1.4 Control/Scheduling $ - $ -

1.5 Administrative Record $ - $ -

1.6 Subconsultant Management $ - $ -

2.0 Community Involvement $ - $ -

2.2 Public Meeting #4 $ - $ -

2.4 Project Mailing List $ - $ -

2.5 Project Website $ - $ -

2.6 Project Newsletters $ - $ -

2.8 Presentations $ - $ -

2.9 Elected and Appointed Officials Briefings $ - $ -

2.10 Community Advisory Committee $ - $ -

7.0 Final EIS and Schematic Design - - - - - - - - - - - $ - $ -

7.2 Traffic Modeling for the Preferred Alternative $ - $ -

7.6 Context Sensitive Solutions/Design $ - $ -

7.7 Schematic Design Coordination $ - $ -

7.8 Right-Of-Entry $ - $ -

7.10 Noise Analysis $ - $ -

7.11 Air Quality Analysis $ - $ -

7.12 Geology/soils $ - $ -

7.13 Water Quality Analysis $ - $ -

7.14 Floodplains $ - $ -

7.15 Wetlands $ - $ -

7.16 Vegetation $ - $ -

7.17 Wildlife $ - $ -

7.18 Threatened or Endangered Species $ - $ -

7.19 Hazardous Materials Assessment $ - $ -

7.20 Cultural Resources $ - $ -

7.21 Indirect Impacts $ - $ -

7.22 Cumulative Impacts $ - $ -

7.23 Preliminary Final EIS $ - $ -

7.24 - 7.25 Comment Response Matrix and Document Revision, Final EIS $ - $ -

7.26 - 7.27 EPA Review, Circulation of the Final EIS $ - $ -

7.28 Record of Decision $ - $ -

7.29 Notice of Record of Decision $ - $ -

7.30 Environmental Permits, Issues and Commitments $ - $ -

- - - - - - - - - - - -$ -$

LABOR

HOUR

TOTALS RAW LABOR COST TOTAL LABOR COST

LABOR DISTRIBUTION: Jacobs Production and SupportCultural Resource

LABOR TOTAL

10/8/2014 Task Detail - Amaterra 9 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-16

Page 73: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

ITEM Quantity Units Rate Amount SubtotalsReproduction:

Copies (8.5x11)

Copies (11X17)

Color Copies (11X17)

Reproductions (Plot Printing)Subtotals:

Other Direct Expenses:

Miscellaneous Office Supplies/ Equipment

Miscellaneous Office Supplies/ Equipment

Outsourced Printing & Copying

Postage

Overnight Delivery (Oversize)Subtotals:

Miscellaneous Direct Expenses:

TARL Site FeeSubtotals:

Public Meeting Services:

Travel Expenses

Mileage (Current State Rate) (personal auto)

Airfare (Coach/Rd Trip/person)

Lodging (plus Taxes)

Itemized Meals

Car Rental (plus Fuel & Taxes)

Tolls

Taxi

Van

Gas for Car/Van

Parking

Subtotals:

TOTAL*:

Note:

Rates shown used for estimating purposes.

Ama Terra Expense Detail

Detailed Itemization of Expense Items

FEE SCHEDULE

10/8/2014 Expense Detail - Amaterra 10 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-17

Page 74: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

LABOR - Hicks & Company

Senior Environmental Scientist II Sr. Env. Sci. II $60.00 -$ Senior Environmental Scientist I Sr. Env. Sci. I $52.00 -$ Environmental Professional II Env'l Prof II $35.00 -$ Environmental Staff III Env'l Staff III $24.00 -$ Environmental Staff II Env'l Staff II $22.50 -$ Word Processing Word Proc $18.00 -$ Administrative Clerical Adm Cler $20.16 -$

Direct Labor -$ Overhead @ -$

Subtotals -$ Fixed Fee @ -$

Direct Expenses -$ TOTALS -$

160.00%

(see attached pages)12.00%

FEE SCHEDULE SUMMARY

Labor ClassificationLabor rate

Labor Summary

Total Project HoursTotal Project Direct

Labor

Labor Class. Code

10/8/2014 Fee Sum - Hicks 11 of 23US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-18

Page 75: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

FEE SCHEDULE

Detailed Labor DistributionMultiplier

Sr. Env. Sci. IISr. Env.

Sci. IEnv'l Prof II Env'l Staff III Env'l Staff II Word Proc Adm Cler

LABOR

HOUR

TOTALS

RAW LABOR COST TOTAL LABOR COST

$60.00 $52.00 $35.00 $24.00 $22.50 $18.00 $20.16

TASK NO. TASK NAME

1.0 Project Management & Coordination $ - $ -

1.1 Updated Project Procedures Manual $ - $ -

1.2 Monthly Invoices & Progress Reports $ - $ -

1.3 Coordination/Administration $ - $ -

1.3A Peer Technical Review Committee $ - $ -

1.4 Control/Scheduling $ - $ -

1.5 Administrative Record $ - $ -

1.6 Subconsultant Management $ - $ -

2.0 Community Involvement $ - $ -

2.2 Public Meeting #4 $ - $ -

2.4 Project Mailing List $ - $ -

2.5 Project Website $ - $ -

2.6 Project Newsletters $ - $ -

2.8 Presentations $ - $ -

2.9 Elected and Appointed Officials Briefings $ - $ -

2.10 Community Advisory Committee $ - $ -

7.0 Final EIS and Schematic Design - - - - - - - - $ - $ -

7.2 Traffic Modeling for the Preferred Alternative $ - $ -

7.6 Context Sensitive Solutions/Design $ - $ -

7.7 Schematic Design Coordination $ - $ -

7.8 Right-Of-Entry $ - $ -

7.10 Noise Analysis $ - $ -

7.11 Air Quality Analysis $ - $ -

7.12 Geology/soils $ - $ -

7.13 Water Quality Analysis $ - $ -

7.14 Floodplains $ - $ -

7.15 Wetlands $ - $ -

7.16 Vegetation $ - $ -

7.17 Wildlife $ - $ -

7.18 Threatened or Endangered Species $ - $ -

7.19 Hazardous Materials Assessment $ - $ -

7.20 Cultural Resources $ - $ -

7.21 Indirect Impacts $ - $ -

7.22 Cumulative Impacts $ - $ -

7.23 Preliminary Final EIS $ - $ -

7.24 - 7.25 Comment Response Matrix and Document Revision, Final EIS $ - $ -

7.26 - 7.27 EPA Review, Circulation of the Final EIS $ - $ -

7.28 Record of Decision $ - $ -

7.29 Notice of Record of Decision $ - $ -

7.30 Environmental Permits, Issues and Commitments $ - $ -

- - - - - - - - -$ -$

LABOR DISTRIBUTION: Hicks & Company

LABOR TOTAL

EnvironmentalProduction and

Support

10/8/2014 Task Detail - Hicks 12 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-19

Page 76: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

ITEM Quantity Units Rate Amount SubtotalsOther Miscellaneous Expenses:

Copies (8.5x11)

Copies (11X17)

Color Copies (11X17)Reproductions (Plot Printing)

Subtotals:

Other Direct Expenses:

Miscellaneous Office Supplies/ Equipment

Miscellaneous Office Supplies/ Equipment

Outsourced Printing & Copying

Postage

Overnight (Oversize)

Subtotals:

Miscellaneous Direct Expenses:

Ouside Speciality Services

Subtotals:Public Meeting Services:

Subtotals:

Travel Expenses

Mileage (Current State Rate) (personal auto) miles @

Airfare (Coach/Rd Trip/person)

Lodging (plus Taxes)

Itemized Meals

Car Rental (plus Fuel & Taxes)

Tolls

Taxi

Van

Gas for Car/Van

Parking

Subtotals:

TOTAL*:

Note:

Rates shown used for estimating purposes.

FEE SCHEDULE

Hicks & Company Expense Detail

Detailed Itemization of Expense Items

10/8/2014 Expense Detail- Hicks 13 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-20

Page 77: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

LABOR - Smith & Associates Consulting, LLC.

Senior Advisor Sr Advisor $63.17 -$

Senior Public Involvement Manager Sr PI Mgr $43.49 16 696$

Public Involvement Task Manager PI Task Mgr $28.27 32 905$

Fully Burdened Direct Labor 48 1,600.48$ 2,069.10$

Subtotals 3,669.58$ 440.35$

Direct Expenses 200.00$ TOTALS 4,309.93$

129.28%

(see attached pages)12.00%

FEE SCHEDULE SUMMARY

Labor Classification Labor Rate

Labor Summary

Total Project Hours Total Project Direct Labor

Labor Class. Code

10/8/2014 Fee Sum - Smith 14 of 23US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-21

Page 78: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

Multiplier

2.567936

Sr Advisor Sr PI Mgr PI Task Mgr

LABOR

HOUR

TOTALS

RAW LABOR COST TOTAL LABOR COST

$63.17 $43.49 $28.27

TASK NO. TASK NAME

1.0 Project Management & Coordination 16 16 $ 452.32 $ 1,161.53

1.1 Updated Project Procedures Manual $ - $ -

1.2 Monthly Invoices & Progress Reports 16 16 $ 452.32 $ 1,161.53

1.3 Coordination/Administration $ - $ -

1.3A Peer Technical Review Committee $ - $ -

1.4 Control/Scheduling $ - $ -

1.5 Administrative Record $ - $ -

1.6 Subconsultant Management $ - $ -

2.0 Community Involvement 16 16 32 $ 1,148.16 $ 2,948.40

2.2 Public Meeting #4 $ - $ -

2.4 Project Mailing List $ - $ -

2.5 Project Website 16 16 32 $ 1,148.16 $ 2,948.40

2.6 Project Newsletters $ - $ -

2.8 Presentations $ - $ -

2.9 Elected and Appointed Officials Briefings $ - $ -

2.10 Community Advisory Committee $ - $ -

7.0 Final EIS and Schematic Design - - - - $ - $ -

7.2 Traffic Modeling for the Preferred Alternative $ - $ -

7.6 Context Sensitive Solutions/Design $ - $ -

7.7 Schematic Design Coordination $ - $ -

7.8 Right-Of-Entry $ - $ -

7.10 Noise Analysis $ - $ -

7.11 Air Quality Analysis $ - $ -

7.12 Geology/soils $ - $ -

7.13 Water Quality Analysis $ - $ -

7.14 Floodplains $ - $ -

7.15 Wetlands $ - $ -

7.16 Vegetation $ - $ -

7.17 Wildlife $ - $ -

7.18 Threatened or Endangered Species $ - $ -

7.19 Hazardous Materials Assessment $ - $ -

7.20 Cultural Resources $ - $ -

7.21 Indirect Impacts $ - $ -

7.22 Cumulative Impacts $ - $ -

7.23 Preliminary Final EIS $ - $ -

7.24 - 7.25 Comment Response Matrix and Document Revision, Final EIS $ - $ -

7.26 - 7.27 EPA Review, Circulation of the Final EIS $ - $ -

7.28 Record of Decision $ - $ -

7.29 Notice of Record of Decision $ - $ -

7.30 Environmental Permits, Issues and Commitments $ - $ -

- 16 32 48 1,600.48$ 4,109.93$

FEE SCHEDULE

LABOR DISTRIBUTION: Smith

LABOR TOTAL

Detailed Labor Distribution

Public Involvement

10/8/2014 Task Detail - Smith 15 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-22

Page 79: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

ITEM Quantity Units Rate Amount SubtotalsOther Miscellaneous Expenses:

Copies (8.5x11)

Copies (11X17)

Color Copies (11X17)Reproductions (Plot Printing)

Subtotals:

Other Direct Expenses:

Miscellaneous Office Supplies/ Equipment

Outsourced Printing & MailingNewsletter #5 Printing and Mailout

Overnight (Oversize)

Subtotals:

Miscellaneous Direct Expenses:

Ouside Speciality ServicesConstant Contact (email distribution) month $40

Website Support Services $200.00Subtotals: 200.00

Public Meeting Services:

FEIS NOA English SA Express-News LSFEIS NOA Spanish La Prensa LS

PM #4 30-day legal English SA Express-News LSPM #4 30-day legal Spanish La Prensa LS

PM#4 10-day legal English SA Express-News LSPM #4 10-day legal Spanish La Prensa LS

ROD English SA Express-News LSROD Spanish La Prensa LS

Display Ads Bulverde News LSNorth Central News LSThe Herald – Zeitung LS

Express-News LSWelcome Home LS

SA Current LSLa Prensa LS

Subtotals:

Travel Expenses:

Airfare (Coach/Rd Trip/person)

Lodging (plus Taxes)

Itemized Meals

Car Rental (plus Fuel & Taxes)

Tolls

Taxi

Van

Gas for Car/Van

LS

Legal Notices and Ads for Public Meeting #4

FEE SCHEDULE

LS

Smith & Associates Consulting, LLC. Expense Detail

Detailed Itemization of Expense Items

10/8/2014 Expense Detail- Smith 16 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-23

Page 80: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

Parking

Subtotals:

TOTAL*: 200.00

Note:

Rates shown used for estimating purposes.

Expenses will be billed at actual cost.

10/8/2014 Expense Detail- Smith 17 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-24

Page 81: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

LABOR - Ximenes & Associates, Inc.

-$ Senior Public Involvement Manager Sr PI Mgr $87.49 -$ Public Involvement Task Manager PI Task Mgr $61.76 -$ Administrative Clerical Adm Cler $20.59 -$

-$ -$

Direct Labor -$ Overhead @ -$

Subtotals -$ Fixed Fee @ -$

Direct Expenses -$

TOTALS -$

129.28%

(see attached pages)12.00%

FEE SCHEDULE SUMMARY

Labor Classification Labor Rate

Labor Summary

Total Project

Hours

Total Project

Direct Labor

Labor Class.

Code

10/8/2014 Fee Sum - Ximenes 18 of 23US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-25

Page 82: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

Multiplier

Sr PI MgrPI Task

MgrAdm Cler

$87.49 $61.76 $20.59

TASK NO. TASK NAME

1.0 Project Management & Coordination $ - $ -

1.1 Updated Project Procedures Manual $ - $ -

1.2 Monthly Invoices & Progress Reports $ - $ -

1.3 Coordination/Administration $ - $ -

1.3A Peer Technical Review Committee $ - $ -

1.4 Control/Scheduling $ - $ -

1.5 Administrative Record $ - $ -

1.6 Subconsultant Management $ - $ -

2.0 Community Involvement $ - $ -

2.2 Public Meeting #4 $ - $ -

2.4 Project Mailing List $ - $ -

2.5 Project Website $ - $ -

2.6 Project Newsletters $ - $ -

2.8 Presentations $ - $ -

2.9 Elected and Appointed Officials Briefings $ - $ -

2.10 Community Advisory Committee $ - $ -

7.0 Final EIS and Schematic Design - - - - $ - $ -

7.2 Traffic Modeling for the Preferred Alternative $ - $ -

7.6 Context Sensitive Solutions/Design $ - $ -

7.7 Schematic Design Coordination $ - $ -

7.8 Right-Of-Entry $ - $ -

7.10 Noise Analysis $ - $ -

7.11 Air Quality Analysis $ - $ -

7.12 Geology/soils $ - $ -

7.13 Water Quality Analysis $ - $ -

7.14 Floodplains $ - $ -

7.15 Wetlands $ - $ -

7.16 Vegetation $ - $ -

7.17 Wildlife $ - $ -

7.18 Threatened or Endangered Species $ - $ -

7.19 Hazardous Materials Assessment $ - $ -

7.20 Cultural Resources $ - $ -

7.21 Indirect Impacts $ - $ -

7.22 Cumulative Impacts $ - $ -

7.23 Preliminary Final EIS $ - $ -

7.24 - 7.25 Comment Response Matrix and Document Revision, Final EIS $ - $ -

7.26 - 7.27 EPA Review, Circulation of the Final EIS $ - $ -

7.28 Record of Decision $ - $ -

7.29 Notice of Record of Decision $ - $ -

7.30 Environmental Permits, Issues and Commitments $ - $ -

- - - - -$ -$

FEE SCHEDULE

LABOR DISTRIBUTION: Jacobs Public Involvement

LABOR

HOUR

TOTALS

LABOR TOTAL

RAW LABOR COST TOTAL LABOR COST

Detailed Labor Distribution

10/8/2014 Task Detail - Ximenes 19 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-26

Page 83: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

ITEM Quantity Units Rate Amount SubtotalsOther Miscellaneous Expenses:

Copies (8.5x11)

Copies (11X17)

Color Copies (11X17)Reproductions (Plot Printing)

Subtotals:

Other Direct Expenses:

Miscellaneous Office Supplies/ Equipment

Miscellaneous Office Supplies/ Equipment

Outsourced Printing & Copying

Postage

Overnight (Oversize)

Subtotals:

Miscellaneous Direct Expenses:

Ouside Speciality Services

Subtotals:

Public Meeting Services (CAC meeting and PM #4):

Subtotals:

Travel Expenses

Mileage (Current State Rate) (personal auto)

Airfare (Coach/Rd Trip/person)

Lodging (plus Taxes)

Itemized Meals

Car Rental (plus Fuel & Taxes)

Tolls

Taxi

Van

Gas for Car/Van

Parking

Subtotals:

TOTAL*:

Note:

Rates shown used for estimating purposes.

Expenses will be billed at actual cost.

FEE SCHEDULE

Ximenes & Associates, Inc. Expense Detail

Detailed Itemization of Expense Items

10/8/2014 Expense Detail- Ximenes 20 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-27

Page 84: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

LABOR - Zara Environmental, LLC.

Sr. Project Manager Sr. PM $53.50 86 4,601.00$ Permitted Scientist PS $37.46 235 8,803.10$

Geology Technician GT $30.40 -$

Tech Editor/GIS TE/GIS $30.40 26 790.40$ Hydrogeologist HYG $37.46 20 749.20$ Geophysicist GP $37.46 -$ Office Administrator Admin $22.68 39 884.52$

Direct Labor 406 15,828.22$ Overhead @ 26,231.00$

Subtotals 42,059.22$ Fixed Fee @ 5,047.11$

Direct Expenses 280.00$

TOTALS 47,386.33$

165.723%

(see attached pages)

12.00%

FEE SCHEDULE SUMMARY

Labor ClassificationLabor Rate

Labor Summary

Total Project Hours

Total Project Direct

Labor

Labor Class.

Code

10/8/2014 Fee Sum - Zara 21 of 23US 281 EIS WA#4B SWA#1 Fee Estimate v1

4-28

Page 85: Alamo RMA Board of Directors Meeting Agenda November 20, 2014

Multiplier

2.9760976

Sr. PM PS GT TE/GIS HYG GP Admin

$53.50 $37.46 $30.40 $30.40 $37.46 $37.46 $22.68

TASK NO. TASK NAME

1.0 Project Management & Coordination 14 14 28 $ 1,066.52 $ 3,174.07

1.1 Updated Project Procedures Manual $ - $ -

1.2 Monthly Invoices & Progress Reports 14 14 28 $ 1,066.52 $ 3,174.07

1.3 Coordination/Administration $ - $ -

1.3A Peer Technical Review Committee $ - $ -

1.4 Control/Scheduling $ - $ -

1.5 Administrative Record $ - $ -

1.6 Subconsultant Management $ - $ -

2.0 Community Involvement $ - $ -

2.2 Public Meeting #4 $ - $ -

2.4 Project Mailing List $ - $ -

2.5 Project Website $ - $ -

2.6 Project Newsletters $ - $ -

2.8 Presentations $ - $ -

2.9 Elected and Appointed Officials Briefings $ - $ -

2.10 Community Advisory Committee $ - $ -

7.0 Final EIS and Schematic Design 72 235 - 26 20 - 25 378 $ 14,761.70 $ 43,932.26

7.2 Traffic Modeling for the Preferred Alternative $ - $ -

7.6 Context Sensitive Solutions/Design $ - $ -

7.7 Schematic Design Coordination $ - $ -

7.8 Right-Of-Entry $ - $ -

7.10 Noise Analysis $ - $ -

7.11 Air Quality Analysis $ - $ -

7.12 Geology/soils $ - $ -

7.13 Water Quality Analysis $ - $ -

7.14 Floodplains $ - $ -

7.15 Wetlands $ - $ -

7.16 Vegetation $ - $ -

7.17 Wildlife $ - $ -

7.18 Threatened or Endangered Species 72 235 26 20 25 378 $ 14,761.70 $ 43,932.26

7.19 Hazardous Materials Assessment $ - $ -

7.20 Cultural Resources $ - $ -

7.21 Indirect Impacts $ - $ -

7.22 Cumulative Impacts $ - $ -

7.23 Preliminary Final EIS $ - $ -

7.24 - 7.25 Comment Response Matrix and Document Revision, Final EIS $ - $ -

7.26 - 7.27 EPA Review, Circulation of the Final EIS $ - $ -

7.28 Record of Decision $ - $ -

7.29 Notice of Record of Decision $ - $ -

7.30 Environmental Permits, Issues and Commitments $ - $ -

86 235 - 26 20 - 39 406 15,828.22$ 47,106.33$

LABOR

HOUR

TOTALS RAW LABOR COST TOTAL LABOR COST

FEE SCHEDULE

LABOR DISTRIBUTION: Jacobs

LABOR TOTAL

Detailed Labor Distribution

Environmental Production and Support

10/8/2014 Task Detail - Zara 22 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

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ITEM Quantity Units Rate Amount SubtotalsOther Miscellaneous Expenses:

Reproduction

Misc. Copies

Subtotals:

Other Direct Expenses:

Miscellaneous Office Supplies/ Equipment

Miscellaneous Office Supplies/ Equipment

Outsourced Printing & Copying

Postage`

Overnight (Oversize)

Subtotals:

Miscellaneous Direct Expenses:

Ouside Speciality Services each @ $600Field Supplies

Downhole Camera and Backhoe Rental

Subtotals:

Public Meeting Services:

Subtotals:

Travel Expenses

Mileage (Current State Rate) (personal auto)Field Truck 500 miles @ $0.560 $280.00

Airfare (Coach/Rd Trip/person)

Lodging (plus Taxes)

Itemized Meals

Car Rental (plus Fuel & Taxes)

Tolls

Taxi

Van

Gas for Car/Van

Parking

Subtotals: 280.00

TOTAL*: 280.00

Note:

Rates shown used for estimating purposes.

Expenses will be billed at actual cost.

FEE SCHEDULE

LS

LSLS

Zara Environmental, LLC. Expense Detail

Detailed Itemization of Expense Items

10/8/2014 Expense Detail- Zara 23 of 23 US 281 EIS WA#4B SWA#1 Fee Estimate v1

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Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, November 20, 2014

Agenda Item 5: Discussion and appropriate action regarding approval of the General Engineering Consultant Master Agreement with HNTB.

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

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

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

Alamo RMA staff requests appropriate action for approval of the proposed Master Agreement with HNTB Corporation.

BOARD OF DIRECTORS

JOHN CLAMP CHAIR

GAVINO RAMOS VICE CHAIR

REYNALDO L. DIAZ, JR. SECRETARY/TREASURER

TOMMY CALVERT, JR.

RAMIRO CAVAZOS

JOHN MONTFORD

DAVID STARR

DAVID SMITH EXECUTIVE DIRECTOR

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ALAMO REGIONAL MOBILITY AUTHORITY

AGREEMENT FOR

GENERAL CONSULTING CIVIL ENGINEERING SERVICES

(HNTB)

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TABLE OF CONTENTS

1. THE SERVICES, GENERALLY. ...........................................................................1

2. SCOPE OF SERVICES. ..........................................................................................3

3. “CONSULTING ENGINEERS” UNDER TRUST AGREEMENTS. ....................3

4. COMPENSATION. .................................................................................................3

a. Basis for Compensation ...............................................................................3

b. Computation and Adjustment of the Auditable Overhead Rate ..................5

c. Expenses ......................................................................................................5

d. Non-Compensable Time ..............................................................................7

e. Invoices and Records ...................................................................................8

f. Effect of Payments .......................................................................................8

g. No Adjustments to Direct Labor Costs and Auditable Overhead Rate .......9

h. Commercial Pricing .....................................................................................9

i. Place of Payment..........................................................................................9

j. Timing of Payments ...................................................................................10

k. Taxes ..........................................................................................................11

l. As-Needed Basis ........................................................................................11

m. Compensation of Subconsultants ...............................................................11

5. TIME OF PERFORMANCE. ................................................................................12

6. TERMINATION FOR DEFAULT. .......................................................................12

7. OPTIONAL TERMINATION. ..............................................................................14

a. Generally ....................................................................................................14

b. No Further Rights, Etc ...............................................................................14

c. No Further Compensation ..........................................................................14

8. TERMINATION, GENERALLY. .........................................................................15

9. SUSPENSION OR MODIFICATION OF SERVICES; DELAYS AND

DAMAGES. ...........................................................................................................15

10. PERSONNEL, EQUIPMENT AND MATERIAL, GENERALLY. .....................16

a. Adequate Personnel, Etc ............................................................................16

b. Removal of Personnel ................................................................................17

c. GEC Furnishes Equipment, Etc .................................................................17

d. Key Personnel ............................................................................................17

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11. PLANNING AND PERFORMANCE REVIEWS; INSPECTIONS. ...................18

12. PERSONNEL AT AUTHORITY’S FACILITIES. ...............................................18

13. OWNERSHIP OF PLANS. ...................................................................................19

a. Generally ....................................................................................................19

b. Separate Assignment ..................................................................................20

14. WORK AUTHORIZATIONS. ..............................................................................21

15. SUBLETTING. ......................................................................................................22

16. APPEARANCE AS WITNESS AND ATTENDANCE AT MEETINGS. ...........22

a. Witness .......................................................................................................22

b. Meetings .....................................................................................................22

17. COMPLIANCE WITH LAWS. .............................................................................23

18. INSURANCE. ........................................................................................................23

a. Workers’ Compensation Insurance ............................................................23

b. Comprehensive General Liability Insurance .............................................23

c. Comprehensive Automobile Liability Insurance .......................................23

d. Valuable Papers Insurance .........................................................................24

e. Architects and/or Engineers Professional Liability insurance ...................24

f. General for All Insurance ...........................................................................24

19. RELATIONSHIP BETWEEN THE PARTIES. ....................................................26

20. AUTHORITY INDEMNIFIED. ............................................................................27

21. DELIVERY OF NOTICES, ETC. .........................................................................28

a. Notices to the Authority .............................................................................28

b. Notices to the GEC ....................................................................................28

c. Date of Delivery .........................................................................................28

22. REPORTS OF ACCIDENTS, ETC. ......................................................................29

23. AUTHORITY’S ACTS. ........................................................................................29

24. LIMITATIONS. .....................................................................................................29

25. CAPTIONS NOT A PART HEREOF. ..................................................................30

26. CONTROLLING LAW, VENUE. ........................................................................30

27. TIME OF ESSENCE. ............................................................................................30

28. SEVERABILITY. ..................................................................................................30

29. SUCCESSORS. .....................................................................................................31

30. AUTHORIZATION. ..............................................................................................31

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31. INTERPRETATION..............................................................................................31

32. CONFLICTS OF INTEREST. ...............................................................................31

33. THE COMPLETE AGREEMENT. .......................................................................32

APPENDIX A SCOPE OF SERVICES

APPENDIX B RATE SCHEDULE

APPENDIX C KEY PERSONNEL

APPENDIX D WORK AUTHORIZATION

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ALAMO REGIONAL MOBILITY AUTHORITY

AGREEMENT FOR

GENERAL CONSULTING CIVIL ENGINEERING SERVICES

THIS AGREEMENT, made as of this ___ day of December, 2014, effective as of January 1, 2015, by and between the ALAMO REGIONAL MOBILITY AUTHORITY, 233 N. Pecos, Suite 420, San Antonio, Texas 78207, hereinafter referred to as the “Authority”, and HNTB CORPORATION, 301 Congress Avenue, Suite 600, Austin, Texas 78701 hereinafter referred to as the “GEC”.

W I T N E S S E T H:

WHEREAS, pursuant to that certain Request for Qualifications dated July 18, 2014 (the

“Request for Qualifications”), the Authority sought to identify and obtain the services of two

qualified engineering firms to provide general consulting civil engineering services as the

General Engineering Consultants (or GEC) for the Authority;

WHEREAS, four firms submitted responses setting forth their respective qualifications

for the work, and all four firms made oral presentations to the Authority; and

WHEREAS, HNTB Corporation was identified by the Authority as a highly qualified

provider of the required services and this Agreement has been negotiated and finalized between

those parties whereby the services shall be provided to the Authority at a fair and reasonable

price;

NOW, THEREFORE, in consideration of payments hereinafter stipulated to be made to

the GEC by the Authority, the parties do hereby agree as follows:

1. THE SERVICES, GENERALLY.

The Authority hereby retains the GEC to serve as the Authority’s General Engineering

Consultant pursuant to the terms set forth in this Agreement. All work to be performed by or on

behalf of the GEC under this Agreement is hereinafter sometimes referred to as the “Services”.

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In performing the Services, the GEC shall operate as an extension of, and in complete

coordination with, the Authority’s staff with respect to all projects which now or in the future are

studied, constructed or operated by the Authority (the “Projects”) provided that nothing herein

shall alter the GEC’s status as an independent contractor as fully set forth in Section 19 below.

To that end, the GEC shall represent, advance, and further the interests of the Authority

throughout all aspects and phases of the Authority’s activities and shall, when and as requested

by the Authority, fully support the Authority in its dealings with contractors and suppliers,

engineers and other consultants, the Authority’s general counsel and accountants, financial

advisor, traffic and revenue consultant, bond counsel, rating agencies and underwriters,

governmental entities and the public, all in accordance with the standards customarily possessed

and exercised by a practicing member of the engineering profession enjoying a favorable

reputation and currently practicing under similar circumstances. The GEC, as part of the

Services, shall also assist the Authority in the development of its Strategic Plan and periodic

amendments thereto, and shall work to assist the Authority to achieve the goals established in the

Strategic Plan. For specific aspects of the Services, consistent with its status as an independent

contractor, the GEC shall be expected to operate independently from the Authority and without

extensive oversight and direction. The GEC shall commit the personnel and resources required

to respond promptly and fully to the responsibilities and tasks assigned by the Authority

throughout the term of the GEC’s performance of the Services described in this Agreement.

Insofar as the GEC is operating as an extension of the Authority’s staff, the Authority shall use

reasonable efforts to require all construction contractors and design engineers performing work

on any Project for which the Authority is the procuring entity and a party to the contract(s) for

construction and/or design work to include the GEC as an additional insured on their contractor’s

liability insurance, including general and automobile liability insurance policies, and to

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indemnify the GEC in the same manner and to the same extent as such contractors and engineers

indemnify the Authority, except with respect to the GEC’s own negligence or willful acts.

2. SCOPE OF SERVICES.

Without limiting the provisions of Sections 1 or 3 hereof, the Services the Authority may

call upon the GEC to provide shall encompass the numerous facets of feasibility evaluation,

conceptual design, planning, final design, financing, construction management, coordination, and

other related activities necessary to plan, finance, construct, operate and maintain all facilities

contemplated, developed, owned, and/or operated by the Authority. A broad description of the

Services is set forth in the Scope of Services, attached hereto as Appendix A and made a part

hereof. Throughout the term of this Agreement, the Authority shall request the GEC to perform

specific Services through the issuance of Work Authorizations with more detailed scopes of

services or otherwise in accordance with this Agreement. The GEC shall only be compensated

for those activities undertaken in connection with a validly issued Work Authorization.

3. “CONSULTING ENGINEERS” UNDER TRUST AGREEMENTS.

Without limiting the provision of Sections 1 and 2 above, the GEC shall perform the

obligations of the “Consulting Engineers” under any existing or future Authority Trust

Agreements entered into during the period of this Agreement.

4. COMPENSATION.

Compensation for the GEC’s Services and other aspects of the mutual obligations

concerning the GEC’s Services and payment therefore are as follows:

a. BASIS FOR COMPENSATION. Subject to the terms of a Work Authorization issued

pursuant to Section 14 below, the Authority agrees to pay, and the GEC agrees to accept

as full and sufficient compensation and reimbursement for the performance of all

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Services as set forth in this Agreement, hourly rates for the staff working on the

assignment computed as follows:

Direct Labor Cost x (1.0 + OH Rate) x 1.12

where Direct Labor Cost equals salary divided by 2080; OH Rate equals the GEC’s most

recent auditable overhead rate under 48 C.F.R. Part 31, Federal Acquisition Regulations

(FAR 31); and 1.12 reflects a twelve percent (12%) profit. The range of Direct Labor

Costs for the classifications of employees working for the Authority as of the Effective

Date of this Agreement is reflected in Appendix B. Revisions to Direct Labor Cost

ranges for employee classifications and the auditable overhead rate may be proposed no

more frequently than once per calendar year, subject to the approval of the Executive

Director or his designee. The “Multiplier” is the portion of the above-referenced

equation excluding the Direct Labor Cost; i.e.: (1.0 + OH Rate) x 1.12. The initial

Multiplier to be utilized under this Agreement shall be 2.7413, computed as (1.0 +

1.44760) x 1.12.

No increase shall be made to the specified profit percentage. The first adjustment

to the auditable overhead rate (and corresponding adjustment to the Multiplier) shall be

considered no earlier than June, 2016, and consideration for subsequent adjustments to

the audited overhead rate shall be submitted no earlier than the following June of each

year, accordingly. All adjustments shall be agreed to by the parties prior to

implementation, and the Authority shall have the right to review and/or audit the GEC’s

Direct Labor Costs and auditable overhead rates upon written request. Once approved,

the Direct Labor Costs and auditable overhead rate will be used going forward until the

next annual adjustment is approved. Changes to the auditable overhead rate will not be

applied retroactively to any costs incurred prior to the date the Authority approves an

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adjustment. The GEC may present proposed adjustments in Direct Labor Costs at other

times on an as-needed basis for those changes which could not otherwise have reasonably

been foreseen, such as the addition of personnel in positions not reflected on Appendix B,

provided that no adjustments will be approved or implemented without the prior written

consent of the Authority. During the term of this Agreement the GEC shall provide to the

Executive Director or his designee, prior to requesting any adjustment to its auditable

overhead rate, a copy of the report establishing a new FAR rate for the GEC.

In the event that GEC employees or sub consultants work a substantial portion of

time in facilities owned or leased by the Authority as provided in Section 12 herein, the

auditable overhead rate will be adjusted downward to reflect the Authority’s burden of

overhead associated with such employees or sub consultants. Any such adjustments will

be agreed upon by the Authority and the GEC, effective as of such time as the GEC

employees or sub consultants begin working in facilities owned or leased by the

Authority.

The payment of the hourly rates and allowed costs shall constitute full payment

for all Services, liaisons, products, materials, and equipment required to deliver the

Services.

b. COMPUTATION AND ADJUSTMENT OF THE AUDITABLE OVERHEAD RATE. The

applicable compensation formula for this Agreement (identified in paragraph 4.a above)

will utilize the GEC’s auditable overhead rate as allowed under the provisions of FAR

31, as well as the negotiated profit percentage of twelve percent (12%). The GEC

represents that at all times, subject to the limitations on timing and approval in subsection

4.a., throughout the term of this Agreement that it shall not use an auditable overhead

rate that exceeds the rate determined in accordance with FAR 31 (or successor

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regulations); that the Direct Labor Costs shall not exceed the ranges reflected in

Appendix B and shall be based on actual salary amounts for the individuals performing

the work; and that, except as previously described in writing, the auditable overhead rate

and profit percentage used under this Agreement shall not exceed the auditable overhead

rate and profit percentage utilized by the GEC in its agreement(s) with, or subcontracts

for, GEC or comparable work for the Texas Department of Transportation (“TxDOT”),

other toll road authorities, or any other regional mobility authority in the State of Texas.

c. EXPENSES. As indicated above, the compensation computed in accordance with

subsections 4.a. and b. is anticipated by the Authority and the GEC to be full and

sufficient compensation and reimbursement for the Services, and includes all customary

out-of-pocket expenses anticipated to result from the GEC’s performance under the

Agreement that are included in the computation of the auditable overhead rate, such as

office supplies, telecommunications systems, postage, general photocopying, computer

hardware/software and service charges, and similar costs. Notwithstanding the

foregoing, the GEC shall be entitled to reimbursement for reasonable out-of-pocket

expenses actually incurred by the GEC that are necessary for the performance of its

duties under this Agreement and which are not included in the auditable overhead rate,

said expenses being limited to travel costs, printing costs, automobile expenses being

reimbursed at the federal mileage rates for travel originating from the office of the GEC

employee or sub consultant, and other expenses directly approved, in advance, by the

Executive Director or his designee. Except for automobile expenses paid at the federal

mileage rate and travel paid at state approved rates (if available), all such reimbursement

shall be at one-hundred percent (100%) of the actual cost thereof paid by the GEC to

unaffiliated entities; provided, however, that all amounts in excess of $2,000 for which

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the GEC intends to seek reimbursement pursuant to this subsection 4.c. must be approved

in advance and in writing by the Executive Director or his designee, except when such

advance approval is impractical due to a bona fide emergency situation. Except as

otherwise authorized in a validly issued Work Authorization, and only then to the extent

reimbursable by the TxDOT under the terms of any Financial Assistance Agreement, the

Authority shall not reimburse the GEC for travel, lodging, and similar expenses incurred

by the GEC to bring additional staff to its local office or to otherwise reassign personnel

to provide basic engineering support of the GEC’s performance of the Services, provided,

however, that the Authority shall reimburse, but only in accordance with the terms of this

subsection 4.c., such costs incurred by the GEC to bring to its local office or the

Authority’s facilities, with advance approval by the Executive Director or his designee,

staff with specialized skills or expertise required for the Services and not customarily

available from a staff providing general consulting civil engineering services of the type

described in this agreement. The GEC shall take all reasonable steps to acquire all goods

and services subject to reimbursement by the Authority under this Agreement on a tax-

free basis pursuant to the Authority’s tax-exempt status described in subsection 4.k. This

provision applies only to the extent the Authority’s tax exempt status can reasonably be

extended to purchases made directly by the GEC.

d. NON-COMPENSABLE TIME. Time spent by the GEC’s employees or sub

consultants to perform services or functions capable of being carried out by other,

subordinate personnel with a lower hourly rate shall be billed at a rate equivalent to that

of the applicable qualified subordinate personnel. Time spent by the GEC’s personnel

or sub consultants in an administrative or supervisory capacity not related to the

performance of the Services shall not be compensable. Time spent on work that is in

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excess of what would reasonably be considered appropriate for the performance of such

Services shall not be compensable.

e. INVOICES AND RECORDS. The GEC shall submit one (1) copy of its monthly

invoices certifying the salaries and expenses incurred in providing the Services under

this Agreement during the previous month, and shall also present a reconciliation of

monthly invoices and the work authorization (and related estimates) to which the work

relates. The invoice shall be in a form directly acceptable to TxDOT for potential

reimbursement by TxDOT to the Authority. Each invoice shall be in such detail as is

required by the Authority and TxDOT, including a breakdown of services provided on a

project-by-project basis and/or pursuant to specified work authorizations, together with

other Services requested by the Authority. Upon request of the Authority, the GEC

shall also submit certified time and expense records and copies of invoices that support

the invoiced salary and expense figures. All books and records relating to the GEC’s or

sub consultants’ time, out-of-pocket expenses, materials, or other Services or

deliverables invoiced to the Authority under this Agreement shall be made available

during the GEC’s normal business hours to the Authority and its representatives for

review, copying and auditing throughout the term of this Agreement and for three (3)

years after the expiration thereof. No compensation shall be made for revisions to the

GEC’s or sub consultants’ services or deliverables required due in any way to the error,

omission, or fault of the GEC, its employees, agents, sub consultants, or contractors.

f. EFFECT OF PAYMENTS. No payment by the Authority shall relieve the GEC of its

obligation to deliver timely the Services required under this Agreement. If after

approving or paying for any service, product or other deliverable, the Authority

determines that said service, product or deliverable does not satisfy the requirements of

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this Agreement, the Authority may reject same and, if the GEC fails to correct or cure

same within a reasonable period of time and at no additional cost to the Authority, the

GEC shall return any compensation received therefore. In addition to all other rights

provided in this Agreement, the Authority shall have the right to set off any amounts

owed by the GEC pursuant to the terms of this Agreement upon providing the GEC

prior written notice thereof.

g. NO ADJUSTMENTS TO DIRECT LABOR COSTS AND AUDITABLE OVERHEAD RATE.

Except as otherwise expressly provided in subsection 4.a. above, the Authority and the

GEC shall not make adjustments to the Direct Labor Costs or the auditable overhead rate

during the term of this Agreement. The Authority and the GEC do not anticipate that any

services, work, deliverables or expenses of any nature shall be undertaken or incurred by

the GEC on behalf of the Authority that constitute “Extra Work” or otherwise fall outside

the terms of this Agreement. Unless the parties otherwise expressly agree in writing to

the contrary, all work of any nature undertaken by the GEC or its sub consultants during

the term of this Agreement on behalf of the Authority shall be conclusively presumed to

have been undertaken under, and be subject to, the terms of this Agreement.

h. COMMERCIAL PRICING. Federal Acquisition Regulations allow for payment of

direct auditable expenditures and commercial pricing of certain products. The GEC may

engage in commercial pricing when legally permissible, not in contravention of federal

regulations, and specifically approved by the Board of Directors.

i. PLACE OF PAYMENT. Payments owing under this Agreement will be made by the

Authority by wire transfer to:

Name of Bank

ABA Number: XXXXXX

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Account Name: XXXXX Address

City, State Account Number: XXXXXXX

j. TIMING OF PAYMENTS. Payment of any undisputed amounts invoiced to the

Authority by the GEC shall be made as follows:

(i) For amounts invoiced by the GEC for Services which are reimbursable by TxDOT pursuant to a toll equity grant, financial assistance agreement, or any other form of financial assistance, the Authority shall submit a payment request to TxDOT within fifteen (15) days of receipt of a conforming invoice from the GEC. Payment shall be due to the GEC from the Authority within thirty (30) days of the Authority’s receipt of payment from TxDOT. Undisputed amounts of the type described in this subparagraph (i) outstanding for more than sixty (60) days after the Authority’s receipt of payment from TxDOT shall accrue interest at the prime rate as published in the Wall Street Journal (or other accepted financial journal in the event that the Wall Street Journal ceases publication or fails to include current prime rates within its reported information) on the date payment is due or the first business day thereafter if the due date is a weekend or federal holiday (the “Prime Rate”).

(ii) For amounts invoiced by the GEC to the Authority for all properly authorized Services which are not subject to reimbursement by TxDOT, payment shall be due within thirty (30) days of receipt by the Authority of an undisputed invoice and all necessary supporting documentation. Past due amounts shall accrue interest at the lesser of the maximum rate allowed by law or the Prime Rate. In the event that more than $200,000 of costs of the type described in this subparagraph (ii) are due and payable for more than ninety (90) days, the GEC shall be entitled, upon thirty (30) days prior written notice to the Authority, to cease performing any further work for the Authority which is not of a type which is subject to reimbursement by TxDOT. Notwithstanding the foregoing, any amounts due under this subparagraph (ii) shall be paid out of the proceeds of the first Authority bond issue to occur after accrual of the costs owed, provided that such payment is not prohibited by covenants or other restrictions contained in the bond documents for the bond issue.

(iii) Any amounts invoiced to the Authority by the GEC and for which the Authority disputes payment, or reimbursable amounts disputed by TxDOT, the period for payment shall not commence until such dispute is resolved.

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k. TAXES. All payments to be made by the Authority to the GEC pursuant to this

Agreement are inclusive of federal, state, or other taxes, if any, however designated,

levied, or based. The Authority acknowledges and represents that it is a tax-exempt

entity under Sections 151.309, et seq., of the Texas Tax Code. Title to any consumable

items purchased by the GEC in performing this Agreement shall be deemed to have

passed to the Authority at the time the GEC receives payment therefore from the

Authority, and the GEC shall make a good faith effort to immediately mark, label, or

physically identify such consumable items as the property of the Authority. In the event

that a capital item is purchased for the sole use of the Authority, title shall pass or transfer

to the Authority prior to any use of the item by the GEC.

l. AS-NEEDED BASIS. As noted in Section 2 above and Section 14 below, the

Authority shall request that the GEC perform specific Services on an as-needed basis and

through the issuance of written work authorizations. No representation or assurance has

been made on behalf of the Authority to the GEC as to the total compensation to be paid

to the GEC under this Agreement.

m. COMPENSATION OF SUB CONSULTANTS. As noted in the Request for

Qualifications, Section 5.2, it is anticipated that the GEC may utilize the services of sub

consultants to respond to certain assignments under this Agreement. The selection and

services to be assigned to sub consultants must be approved in advance by the Executive

Director or his designee. All sub consultants providing services under this Agreement

shall be subject to, and compensated or reimbursed in accordance with, all requirements

of this Section 4, provided that each sub consultant shall utilize (i) its own Direct Labor

Costs and (ii) if available, its own auditable overhead rate. For sub consultants that do

not have auditable overhead rates computed in accordance with 48 C.F.R. Part 31, the

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GEC shall provide a schedule of sub consultant billing rates for the Authority’s review

and approval by the Executive Director or his designee (including any periodic

adjustments thereto) provided that no sub consultant billing rate shall exceed the GEC’s

rates (if any), including overhead and profit, for the same or similar services. The GEC

has committed to achieving certain goals relating to DBE participation and performance

of work by local firms. Each monthly invoice shall include a summary of DBE

participation achieved and the percentage of work performed by local firms.

5. TIME OF PERFORMANCE.

It is understood and agreed that the term of this Agreement shall be for five (5) years,

commencing December ____, 2014, effective January 1, 2015, and concluding December 31,

2019, subject to the earlier termination of this Agreement pursuant to Sections 6 or 7 below or

further extension terms of the term upon agreement of both parties.

6. TERMINATION FOR DEFAULT.

Time is of the essence with respect to the performance and completion of all the Services

to be furnished by the GEC pursuant to work authorizations issued in accordance with Section 14

below and which specify an agreed-upon completion or delivery date. Without limiting the

foregoing, the GEC shall furnish all Services in such a manner and at such times as the

development schedules of the Projects require so that no delay in the progression of the

evaluation, design, or construction of the Projects will be caused by or are in any way

attributable to the GEC. It is understood , however, that the GEC shall be provided sufficient

time to employ sound professional practices, and shall not be held responsible for delays in

performance occasioned by factors beyond the GEC’s reasonable control and which could not

have been foreseen with the exercise of reasonable care. Should the GEC at any time, in the

reasonable opinion of the Authority, not carry out its obligations under this Agreement or not be

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progressing toward completion of the Services to be rendered hereunder in an expeditious

manner, or if the GEC shall fail in any manner to discharge any other of its obligations under this

Agreement, the Authority may, upon providing the GEC with thirty (30) days prior written

notice pursuant to Section 21 hereof and opportunity to cure, terminate this Agreement effective

on the date following said 30-day notice and cure period (the “Termination Date”). Such

termination shall not constitute a waiver or release by the Authority of any claims for damages,

claims for additional costs incurred by the Authority to complete and/or correct the work

described in this Agreement, or any other claims or actions arising under this Agreement or

available at law or equity which it may have against the GEC for its failure to perform in

accordance with the terms of this Agreement, nor shall such termination pursuant to this

Section 6 or Section 7 below abrogate or in any way affect the indemnification obligations of the

GEC set forth in Section 20 hereof.

If the Authority shall terminate this Agreement as provided either in this Section 6 or

Section 7, no fees of any type, other than fees due and payable as of the Termination Date

pursuant to Section 4 hereof for Services performed and acceptable to the Authority, shall

thereafter be paid to the GEC, and the Authority shall have a right to set off or otherwise recover

any damages incurred by reason of the GEC’s breach hereof, together with the right to set off

amounts owed to the GEC pursuant to Section 20 hereof. In determining the amount of any

payments owed to the GEC, the value of the Services performed by the GEC prior to termination

shall be no greater than the value that would result by compensating the GEC in accordance with

Section 4 hereof for all Services performed and expenses reimbursable in accordance with this

Agreement.

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7. OPTIONAL TERMINATION.

a. GENERALLY. The Authority has the right to terminate this Agreement at its sole

option, at any time with or without cause, by providing thirty (30) days written notice of

such intention to terminate pursuant to Section 21 hereof and by stating in said notice the

“Optional Termination Date”. Upon such termination, the Authority shall enter into a

settlement with the GEC upon an equitable basis as determined by the Authority, which

shall fix the value of the work performed by the GEC prior to the Optional Termination

Date. In determining the value of the work performed, the Authority in all events shall

compensate the GEC in accordance with Section 4 hereof for all Services performed and

expenses reimbursable in accordance with this Agreement, provided, however, that no

consideration will be given to anticipated profit which the GEC might possibly have

made on the uncompleted portion of the Services.

b. NO FURTHER RIGHTS, ETC. Termination of this Agreement and payment of an

amount in settlement as described in this Section 7 shall extinguish all rights, duties,

obligations, and liabilities of the Authority and the GEC under this Agreement, and this

Agreement shall be of no further force and effect, provided, however, such termination

shall not act to release the GEC from liability for any previous default either under this

Agreement or under any standard of conduct set by common law or statute.

Notwithstanding the foregoing, Sections 13, 20 , and 24 of this Agreement shall survive

termination of this Agreement in accordance with Section 6 or this Section 7.

c. NO FURTHER COMPENSATION. If the Authority shall terminate this Agreement

as provided in this Section 7, no fees of any type, other than fees due and payable as of

the Optional Termination Date, shall thereafter be paid to the GEC, provided that the

Authority shall not waive any right to damages incurred by reason of the GEC’s breach

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thereof. The GEC shall not receive any compensation for Services performed by the

GEC after the Optional Termination Date, and any such Services performed shall be at

the sole risk and expense of the GEC.

8. TERMINATION, GENERALLY.

The Authority’s rights and options to terminate this Agreement, as provided in any

provision of this Agreement, shall be in addition to, and not in lieu of, any and all rights, actions,

options, and privileges otherwise available under law or equity to the Authority by virtue of this

Agreement or otherwise. Failure of the Authority to exercise any of its said rights, actions,

options, and privileges to terminate this Agreement as provided in any provision of this

Agreement or otherwise shall not be deemed a waiver of any of said rights, actions, options, or

privileges or of any rights, actions, options, or privileges otherwise available under law or equity

with respect to any continuing or subsequent breaches of this Agreement or of any other standard

of conduct set by common law or statute.

9. SUSPENSION OR MODIFICATION OF SERVICES; DELAYS AND DAMAGES.

In addition to the foregoing rights and options to terminate this Agreement, the Authority

may elect to suspend any portion of the Services of the GEC hereunder, but not terminate this

Agreement, by providing the GEC with prior written notice to that effect. Thereafter, the

suspended Services may be reinstated and resumed in full force and effect upon receipt from the

Authority of thirty (30) days prior written notice requesting same. Similarly, the Authority may

expand, limit, or cancel any portion of the Services previously assigned to the GEC in

accordance with this Agreement. The GEC shall not be entitled to any damages or other

compensation of any form in the event that the Authority exercises its rights to suspend or

modify the Services pursuant to this Section 9, provided, however, that any time limits

established by the parties in any work authorization or otherwise for the completion of specific

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portions of the Services suspended pursuant to this Section 9 shall be extended to allow for said

suspension or modifications thereof. Without limiting the foregoing, the GEC agrees that no

claims for damages or other compensation shall be made by the GEC for any delays or

hindrances occurring during the progress of any portion of the Services specified in this

Agreement as a result of any suspension or modification of the Services or otherwise. Such

delays or hindrances, if any, shall be provided for by an extension of time for such reasonable

periods as the Authority may decide and an equitable adjustment to GEC’s compensation as

deemed reasonable by the Authority. It is acknowledged, however, that permitting the GEC to

proceed to complete any Services or any part of them after the originally specified date for

completion, or after the date to which the time for completion may have been extended, shall in

no way operate as a waiver on the part of the Authority or any of its rights herein.

10. PERSONNEL, EQUIPMENT AND MATERIAL, GENERALLY.

a. ADEQUATE PERSONNEL, ETC. The GEC shall furnish and maintain, at its own

expense, adequate and sufficient personnel (drawn from its own employees or from

approved sub consultants) and equipment, in the reasonable opinion of the Authority, to

perform the Services with due and reasonable diligence customary of an engineering firm

enjoying a favorable reputation, and in all events without delays attributable to the GEC

which have a reasonable likelihood of adversely affecting the progress of others involved

with one or more of the Projects or the progress of the feasibility evaluation, design or

construction of any such Project. All persons, whether employees of the GEC or of an

approved sub consultant, providing the Services shall be fully licensed to the extent

required by their professional discipline associations’ codes or otherwise by law.

Without limiting the foregoing, all persons in charge of, or responsible for, design, plan

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preparation, and related engineering work shall be licensed to practice professional

engineering in the State of Texas and shall, in the case of the GEC, be approved by the

Authority prior to their involvement in work under this Agreement.

b. REMOVAL OF PERSONNEL. All persons providing the Services, whether

employees of the GEC or of an approved sub consultant, shall have such knowledge and

experience as will enable them to perform the duties assigned to them. Any such person

who, in the opinion of the Authority, is incompetent or by his/her conduct becomes

detrimental to the provision of the Services shall, upon request of the Authority,

immediately be removed from the Services. The GEC shall furnish the Authority with a

fully qualified candidate for the removed person within ten (10) days thereafter, provided,

however, said candidate shall not begin work under this Agreement unless and until

approved by the Executive Director or his designee.

c. GEC FURNISHES EQUIPMENT, ETC. Except as otherwise specified, the GEC

shall furnish all equipment, transportation, supplies, and materials required for its

Services under this Agreement.

d. KEY PERSONNEL. The GEC acknowledges and agrees that the individual(s)

identified on Appendix C attached hereto and made apart hereof are key and integral to

the satisfactory performance of the GEC under this agreement. Throughout the term of

this agreement, the GEC agrees that the identified individual(s), whether employee(s) of

the GEC or of an approved sub-consultant, will remain in charge of the performance of

the Services and shall devote substantial and sufficient time and attention thereto, to the

extent indicated on Appendix C. The death or disability of any such individual, his/her

disassociation from the GEC or the approved sub-consultant, or his/her failure or inability

to devote sufficient time and attention to the Services shall, at the Authority’s option,

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constitute a default requiring the GEC promptly to replace said individual with a person

suitably qualified and otherwise acceptable to the Authority. In no event shall the GEC

remove, transfer, or reassign any individual identified on Appendix C except as instructed

by, or with the prior written consent of, the Authority. The GEC shall use its best efforts

to enhance continuity in the key personnel, sub-consultants, and other employees

regularly performing the Services. The GEC shall notify and consult with the Authority

regarding the scheduling of unusual or prolonged corporate activities, vacations, and

other engagements by key personnel during which he/she is unavailable for the Services.

Individuals may be added to or deleted from Appendix C with the mutual consent of the

GEC and the Authority.

11. PLANNING AND PERFORMANCE REVIEWS; INSPECTIONS.

As may be directed by the Authority, key personnel shall meet with the Authority’s

Executive Director and/or his designee(s) periodically (a) to assess the GEC’s progress under

this Agreement and performance of the Services and (b) to plan staffing levels to be provided by

the GEC to the Authority for the upcoming period. The GEC shall permit inspections of its

Services by the Authority or others, when requested by the Authority. Nothing contained in this

Agreement shall prevent the Authority from scheduling such other planning and performance

reviews with the GEC or inspections as the Authority thinks necessary.

12. PERSONNEL AT AUTHORITY’S FACILITIES.

The Authority may at any time require one or more of the GEC’s managers and core staff

and/or sub consultants to office at the Authority’s administration building or other facility.

While working at any of the Authority’s facilities, the GEC’s personnel and sub consultants shall

comply with the Authority’s work place policies and abide by the Authority’s standards of

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employee conduct. The GEC shall take all steps required to maintain the proper coordination

and exchange of information among the locations at which the Services are performed. As

provided for in Section 4.a. above, the auditable overhead rate shall be adjusted downward by

agreement of the parties for personnel that office at the Authority’s facilities on a full-time basis.

13. OWNERSHIP OF PLANS.

a. GENERALLY. Notwithstanding any provision in this Agreement or in common

law or statute to the contrary, all of the plans, tracings, estimates, specifications,

computer records, discs, tapes, proposals, sketches, diagrams, charts, calculations,

correspondence, memoranda, survey notes, and other data and materials, and any part

thereof, created, compiled or to be compiled by or on behalf of the GEC, including all

information prepared for or posted on the Authority’s website and together with all

materials and data furnished to it by the Authority, shall at all times be and remain the

property of the Authority and shall not be subject to any restriction or limitation on their

further use by or on behalf of the Authority for the specific purpose intended under this

Agreement; and if at any time demand be made by the Authority for any of the above

materials, records, and documents, whether after termination of this Agreement or

otherwise, such shall be turned over to the Authority without delay. The Authority

hereby grants the GEC a revocable license to retain and utilize the foregoing materials,

said license to terminate and expire upon the earlier to occur of (a) the completion of

Services described in this Agreement or (b) the termination of this Agreement, at which

time the GEC shall deliver to the Authority all such materials and documents. If the GEC

or a sub consultant desires later to use any of the data generated or obtained by it in

connection with the Projects or any other portion of the work product resulting from the

Services, it shall secure the prior written approval of the Authority. Notwithstanding

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anything contained herein to the contrary, the GEC shall have the right to retain a copy of

the above materials, records and documents for its archives. The GEC shall retain its

copyright and ownership rights in its databases, computer software (object code and

source code), any tools, systems or information, know-how, methodologies, equipment or

processes, any derivatives thereto and the intellectual property inherent therein and

appurtenant thereto that was retained or owned by the GEC and existed prior to or at the

time the GEC began providing any relevant Services under this Agreement. Intellectual

property originally developed, utilized, or modified in the performance of Services for

which the GEC is compensated under the terms of this Agreement shall remain the

property of the Authority. The Authority retains an unrestricted license for software

packages originally developed with Authority funds. If the Authority makes any material

modification to the above described documents, materials and records for any reason

other than their intended use without the GEC’s concurrence with such modification, the

GEC shall be released from any liability to the Authority as a result of such action.

b. SEPARATE ASSIGNMENT. If for any reason the agreement of the Authority and

the GEC set forth in subsection 13.a. above regarding the ownership of work product and

other materials is determined to be unenforceable, either in whole or in part, the GEC

hereby assigns and agrees to assign to the Authority all right, title, and interest that GEC

may have or at any time acquire in said work product and other materials, without

royalty, fee or other consideration of any sort, and without regard to whether this

Agreement has terminated or remains in force. The Authority hereby acknowledges,

however, that all documents and other work product provided by the GEC to the

Authority and resulting from the Services performed under this Agreement are intended

by the GEC solely for the use for which they were originally prepared. Notwithstanding

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anything contained herein to the contrary, the GEC shall have no liability for the use by

the Authority of any work product generated by the GEC under this Agreement on any

project other than for the specific purpose and Project for which the work product was

prepared. Any other reuse of such work product without the prior written consent of the

GEC shall be at the sole risk of the Authority.

14. WORK AUTHORIZATIONS.

Work shall be in accordance with the scope, schedule, and budget set forth in each Work

Authorization. The standard form of Work Authorization is attached hereto as Appendix D and

made a part hereof, which standard form may be modified during the term of this Agreement

upon the reasonable request of the Authority. Upon oral directive from the Authority, the GEC

shall prepare the Work Authorization for the specific task, to be submitted for the Authority’s

approval. No work shall begin on the activity until the Work Authorization is approved and fully

executed. The basis for payment on each Work Authorization will be either (i) lump sum, (ii)

cost plus to a maximum, or (iii) billing rate, or some combination of these methods, as stipulated

in the Work Authorization. In no case will the maximum be exceeded without prior written

approval from the Authority. The maximum fee allowable for the performance of Services under

each Work Authorization shall be computed as described in Section 4. The costs associated with

work performed on any Work Authorization will be tracked and reported to the Authority

separately from other work performed by the GEC. The monthly invoice to the Authority will

include a progress summary of the Services performed the previous month on each ongoing

Work Authorization.

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15. SUBLETTING.

The GEC shall not sublet, assign, or transfer any part of the Services or obligations

included in this Agreement without the prior written approval of the Executive Director or his

designee. Responsibility for sublet, assigned or transferred Services shall remain with the GEC.

16. APPEARANCE AS WITNESS AND ATTENDANCE AT MEETINGS.

a. WITNESS. If requested by the Authority or on its behalf, the GEC shall prepare

such engineering or other exhibits and plats as may be requested for all hearings and

trials related to any of the Projects, the Services, or the Authority’s activities generally

and, further, it shall prepare for and appear at conferences at the offices of legal counsel

and shall furnish competent fact engineering witnesses to provide such oral testimony and

to introduce such demonstrative evidence as may be needed throughout all trials and

hearings with reference to any litigation relating to the Projects, the Services, or the

Authority’s activities. Compensation for such activities, if any, shall be as agreed upon,

in writing, by the Authority and the GEC.

b. MEETINGS. At the request of the Authority, the GEC shall provide appropriate

personnel for conferences at its offices, or attend meetings and conferences at (a) the

various offices of the Authority, (b) at the district headquarters or offices of TxDOT, (c)

the offices of the Authority’s legal counsel, (d) at the site of any Project, or (e) any

reasonably convenient location. Without limiting the foregoing, the GEC shall provide

personnel for periodic meetings with underwriters, rating agencies, and other parties

when requested by the Authority. Compensation for such activities, if any, shall be as

agreed upon, in writing, by the Authority and the GEC.

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17. COMPLIANCE WITH LAWS.

The GEC shall comply with all applicable federal, state, and local laws, statutes,

ordinances, rules, regulations, codes and with the orders and decrees of any courts or

administrative bodies or tribunals in any matter affecting the performance under this Agreement,

including, without limitation, workers’ compensation laws, antidiscrimination laws,

environmental laws, minimum and maximum salary and wage statutes and regulations, health

and safety codes, licensing laws and regulations, the Authority’s enabling legislation (Chapter

370 of the Texas Transportation Code), and all amendments and modifications to any of the

foregoing, if any. When requested, the GEC shall furnish the Authority with satisfactory proof

of compliance with said laws, statutes, ordinances, rules, regulations, codes, orders, and decrees

above specified.

18. INSURANCE.

Prior to beginning the Services designated in this Agreement, the GEC shall obtain and

furnish certificates to the Authority for the following minimum amounts of insurance:

a. WORKERS’ COMPENSATION INSURANCE. In accordance with the laws of the

State of Texas and employer’s liability coverage with a limit of not less than $500,000.

b. COMMERCIAL GENERAL LIABILITY INSURANCE. With limits not less than

$1,000,000 for bodily injury, including those resulting in death, and $1,000,000 for

property damage on account of any one occurrence, with an aggregate limit of

$1,000,000.

c. BUSINESS AUTOMOBILE LIABILITY INSURANCE. Applying to owned, non-owned,

and hired automobiles in an amount not less than $5,000,000 combined single limit for

bodily injury, including death, to any one person, and property damage on account of

each occurrence. The required coverage limit may be satisfied through use of an

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umbrella policy otherwise consistent with the terms hereof. This policy, or combination

of policies providing this coverage, shall not contain any limitation with respect to a

radius of operation for any vehicle covered and shall not exclude from the coverage of

the policy any vehicle to be used in connection with the performance of the GEC’s

obligations under this Agreement.

d. VALUABLE PAPERS INSURANCE. In an amount sufficient to assure the full

restoration of any plans, drawings, field notes, logs, test reports, diaries, or other similar

data or materials relating to the Services provided under this Agreement in the event of

their loss or destruction, until such time as the work has been delivered to the Authority.

e. ARCHITECTS AND/OR ENGINEERS PROFESSIONAL LIABILITY INSURANCE. In the

amounts normally carried for its own protection in the practice of providing general

consulting civil engineering services, but in no event less than $5,000,000 per claim and

aggregate. In addition to the coverage required during the Term of this Agreement, upon

termination the GEC shall provide evidence of coverage that extends for a minimum of

three (3) years beyond the GEC’s completion of its Services.

f. UMBRELLA LIABILITY INSURANCE. With a limit of not less than $5,000,000 per

occurrence, and applying in excess over the limits and coverages noted for General

Liability above.

g. GENERAL FOR ALL INSURANCE. The GEC shall promptly, upon execution of this

Agreement, furnish certificates of insurance to the Authority indicating compliance with

the above requirements. Certificates shall indicate the name of the insured, the name of

the insurance company, the name of the agency/agent, the policy number, the term of

coverage, and the limits of coverage as required herein.

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All policies are to be written through companies (a) authorized to transact that

class of insurance in the State of Texas; (b) rated (i), with respect to the companies

providing the insurance under subsections 18.a. through d., above, by A. M. Best

Company as “A-X” or better (or the equivalent rating by another nationally recognized

rating service) and (ii) with respect to the company providing the insurance under

subsection 18.e., a rating by A. M. Best Company or similar rating service satisfactory to

the Authority and/or its insurance consultant; and (c) otherwise acceptable to the

Authority.

All policies are to be written through companies authorized to transact that class

of insurance in the State of Texas.

Such insurance shall be maintained in full force and effect during the life of this

Agreement or for a longer term as may be otherwise provided for hereunder. Insurance

furnished under subsections 18.b., and c, above, shall name the Authority as additional

insured and shall protect the Authority, its officers, employees, directors, agents, and

representatives from claims for damages for bodily injury and death and for damages to

property. Insurance furnished under subsection 18.e. shall include coverage for claims to

the extent arising from the negligent or willful acts, or failures to act, by the GEC, its

officers, employees, directors, agents, and representatives in the performance of the

Services rendered under this Agreement. Certificates shall also indicate that the

contractual liability assumed in Section 20, below, is included subject to the terms and

conditions of the policies.

The insurance carrier shall include in each of the insurance policies required

under subsections 18.a., b., c., d., and e., the following statement: “This policy will not

be canceled or materially changed during the period of coverage without at least thirty

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(30) days prior written notice addressed to the Alamo Regional Mobility Authority, 233

N. Pecos, Suite 420, San Antonio, Texas 78207, Attn: Executive Director.”

19. RELATIONSHIP BETWEEN THE PARTIES.

Notwithstanding the Authority’s sharing of space with the GEC, the anticipated

collaboration between the personnel of those organizations, or any other circumstances, the

relationship between the Authority and the GEC shall be one of an independent contractor. The

GEC acknowledges and agrees that neither it nor any of its employees, sub consultants, or

subcontractors shall be considered an employee of the Authority for any purpose. The GEC shall

have no authority to enter into any contract binding upon the Authority, or to create any

obligation on behalf of the Authority, without express written authorization from the Chairman

of the Board of Directors of the Authority and only as to such matters which do not require

approval of the Board of Directors. As an independent contractor, neither the GEC nor its

employees shall be entitled to any insurance, pension, or other benefits customarily afforded to

employees of the Authority. Under no circumstances shall the GEC, or its employees, sub

consultants, or subcontractors, represent to suppliers, contractors or any other parties that it is

employed by the Authority or serves the Authority in any capacity other than as an independent

contractor. The GEC shall clearly inform all suppliers, contractors and others that it has no

authority to bind the Authority. Nothing contained in this Agreement shall be deemed or

construed to create a partnership or joint venture, to create the relationship of employee-

employer or principal-agent, or to otherwise create any liability for the Authority whatsoever

with respect to the liabilities, obligations or acts of the GEC, its employees, sub consultants, or

subcontractors, or any other person.

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20. AUTHORITY INDEMNIFIED.

THE GEC SHALL INDEMNIFY AND HOLD HARMLESS THE AUTHORITY

AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AND AGENTS

(WHICH, FOR THE PURPOSES OF THIS AGREEMENT, SHALL INCLUDE THE

AUTHORITY’S GENERAL COUNSEL, BOND COUNSEL, FINANCIAL ADVISORS,

TRAFFIC AND REVENUE ENGINEERING CONSULTANTS, TOLL

OPERATIONS/COLLECTIONS FIRMS, AND UNDERWRITERS) FROM ANY

CLAIMS, COSTS, OR LIABILITIES OF ANY TYPE OR NATURE AND BY OR TO

ANY PERSONS WHOMSOEVER, TO THE EXTENT CAUSED BY THE NEGLIGENT

ACTS, ERRORS, OR OMISSIONS OF THE GEC OR ITS OFFICERS, DIRECTORS,

EMPLOYEES, AND AGENTS WITH RESPECT TO THE GEC’S PERFORMANCE OF

THE WORK TO BE ACCOMPLISHED UNDER THIS AGREEMENT. IN SUCH

EVENT, THE GEC SHALL ALSO INDEMNIFY AND HOLD HARMLESS THE

AUTHORITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AND

AGENTS (AS DEFINED ABOVE) FROM ANY AND ALL REASONABLE AND

NECESSARY EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES,

INCURRED BY THE AUTHORITY IN LITIGATING OR OTHERWISE RESISTING

SAID CLAIMS, COSTS OR LIABILITIES. IN THE EVENT THE AUTHORITY, ITS

OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AND AGENTS (AS

DEFINED ABOVE), IS/ARE FOUND TO BE PARTIALLY AT FAULT, THE GEC

SHALL, NEVERTHELESS, INDEMNIFY THE AUTHORITY FROM AND AGAINST

THE PERCENTAGE OF FAULT ATTRIBUTABLE TO THE GEC OR ITS OFFICERS,

DIRECTORS, EMPLOYEES, AND AGENTS OR TO THEIR CONDUCT.

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Notwithstanding the foregoing, the GEC shall not be responsible for (a) construction

means, methods, techniques, sequences, procedures, or safety precautions and programs in

connection with the Project unless development or oversight of such matters is specifically

assigned to the GEC in a Work Authorization executed by both parties; (b) the failure of any

contractor, subcontractor, vendor, or other Project participant, not under contract to the GEC, to

fulfill contractual responsibilities to the Authority or to comply with federal, state or local laws,

regulations and codes; or (c) procuring permits, certificates and licenses required for any

construction unless such procurement responsibilities are specifically assigned to the GEC in

accordance with this Agreement.

21. DELIVERY OF NOTICES, ETC.

a. NOTICES TO THE AUTHORITY. All written notices, demands, and other papers or

documents to be delivered to the Authority under this Agreement shall be delivered to the

Alamo Regional Mobility Authority, 233 N. Pecos, Suite 420, San Antonio, Texas

78207, Attn: Executive Director, or at such other place or places as it may from time to

time designate by written notice delivered to the GEC.

b. NOTICES TO THE GEC. All written notices, demands, and other papers or

documents to be delivered to the GEC under this Agreement shall be delivered to HNTB

CORPORATION, 301 Congress Avenue, Suite 600, Austin, Texas 78701 until a project

office is established or at such other place or places as the GEC may designate by written

notice delivered to the Authority.

c. DATE OF DELIVERY. All written notices, demands, and other papers or

documents served upon the Authority or the GEC in the aforesaid manner shall be

deemed served or delivered for all purposes hereunder either (a) three (3) days after the

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U.S. Postal Service’s postmarked date if mailed or (b) immediately upon actual delivery

or refusal of delivery if transmitted by courier or overnight delivery service.

22. REPORTS OF ACCIDENTS, ETC.

Within twenty-four (24) hours after occurrence of any accident or other event which

results in, or might result in, injury to the person or property of any third person (including an

employee or sub consultant or employee of a sub consultant of the GEC) which results from or

involves any action or failure to act of the GEC or any employee, sub consultant, employee of a

sub consultant, or agent of the GEC or which arises in any manner from the performance of this

Agreement, the GEC shall send a written report of such accident or other event to the Authority,

setting forth a full and concise statement of the facts pertaining thereto. The GEC also shall

immediately send the Authority a copy of any summons, subpoena, notice, or other documents

served upon the GEC, its agents, employees, sub consultants, or representatives, or received by it

or them, in connection with any matter before any court arising in any manner from the GEC’s

performance of the Services under this Agreement.

23. AUTHORITY’S ACTS.

Anything to be done under this Agreement by the Authority may be done by such

persons, corporations, firms, or other entities as the Authority may designate.

24. LIMITATIONS.

Notwithstanding anything herein to the contrary, all covenants and obligations of the

Authority under this Agreement shall be deemed to be valid covenants and obligations only to

the extent authorized by Chapter 370 of the Texas Transportation Code and permitted by the

laws and the Constitution of the State of Texas, and no officer, director, or employee of the

Authority shall have any personal obligations or liability thereunder.

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25. CAPTIONS NOT A PART HEREOF.

The captions or subtitles of the several sections, subsections, and divisions of this

Agreement are inserted only as a matter of convenience and for reference, and in no way define,

limit or describe the scope of this Agreement or the scope or content of any of its sections,

subsections, divisions, or other provisions.

26. CONTROLLING LAW, VENUE.

This Agreement shall be governed and construed in accordance with the laws of the State

of Texas. The parties hereto acknowledge that venue is proper in Bexar County, Texas, for all

disputes.

27. TIME OF ESSENCE.

As set forth in Section 6, with respect to any specific delivery or performance date or

other deadline provided hereunder, time is of the essence in the performance of the provisions of

this Agreement and the GEC shall perform the Services with due diligence and as expeditiously

as is consistent with professional skill and care. The GEC acknowledges the importance to the

Authority of the project schedule and will perform its obligations under this Agreement with all

due and reasonable care and in compliance with that schedule. It is understood , however, that

the GEC shall be provided sufficient time to employ sound professional practices, and shall not

be held responsible for delays in performance occasioned by factors beyond the GEC’s

reasonable control and which could not have been foreseen with the exercise of reasonable care.

28. SEVERABILITY.

If any provision of this Agreement, or the application thereof to any person or

circumstance, is rendered or declared illegal for any reason and shall be invalid or unenforceable,

the remainder of this Agreement and the application of such provision to other persons or

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circumstances shall not be affected thereby but shall be enforced to the greatest extent permitted

by applicable law.

29. SUCCESSORS.

This Agreement shall be binding upon and inure to the benefit of the Authority, the GEC,

and their respective heirs, executors, administrators, successors, and permitted assigns.

30. AUTHORIZATION.

Each party to this Agreement represents to the other that it is fully authorized to enter into

this Agreement and to perform its obligations hereunder, and that no waiver, consent, approval,

or authorization from any third party is required to be obtained or made in connection with the

execution, delivery, or performance of this Agreement.

31. INTERPRETATION.

No provision of this Agreement shall be construed against or interpreted to the

disadvantage of any party by any court, other governmental or judicial authority, or arbiter by

reason of such party having or being deemed to have drafted, prepared, structured, or dictated

such provision.

32. CONFLICTS OF INTEREST.

The GEC represents and warrants to the Authority, as of the effective date of this

Agreement and throughout the term hereof, that it, its employees and sub consultants (a) have no

financial or other beneficial interest in any contractor, engineer, product or service evaluated or

recommended by the GEC, except as expressly disclosed in writing to the Authority, (b) shall

discharge their consulting engineering responsibilities under this Agreement professionally,

impartially and independently, and after considering all relevant information related thereto, and

(c) are under no contractual or other restriction or obligation, the compliance with which is

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inconsistent with the execution of this Agreement or the performance of their respective

obligations hereunder.

33. THE COMPLETE AGREEMENT.

This Agreement sets forth the complete agreement between the parties with respect to the

Services and expressly supersedes all other agreements (oral or written) with respect thereto.

IN WITNESS WHEREOF, the parties hereto have signed or have caused their

respective names to be signed to multiple counterparts hereof as of the effective date first above

written.

Authority: GEC:

ALAMO REGIONAL MOBILITY AUTHORITY

By: ________________________________

Name: ______________________________

Title: _______________________________

Date: _______________________________

HNTB CORPORATION

By: _____________________________

Name: ___________________________

Title: ____________________________

Date: ____________________________

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APPENDIX A

SCOPE OF SERVICES

The Scope of Services will be as defined and agreed to by the Authority and GEC in individual Work Authorizations

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Alamo RMAHNTB Project: 60208

ConsultantOverhead rate (Design Office)

HNTB Corporation 144.67%Arias 136.11%CDM Smith 175.64%The DeBerry Group * 165.00%Foster CM Group 148.70%Gonzalez DeLaGarza 204.51%PCI 176.00%Prime Strategies N/ASanchez Salazar & Associates ** 145%

** Consultant does not have an audited Overhead rate and agrees to accept the previous negotiated OH rate under the prior Alamo RMA Contract.

APPENDIX BOVERHEAD RATES BY CONSULTANT

2015

** Consultant does not have an audited Overhead rates and agrees to accept the standard Texas DOT OH rate

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Alamo RMAHNTB Project: 60208

Low HighEmployee Position

Senior Technical Advisor 85.00$ 115.00$ Senior Tolling Specialist 85.00$ 140.00$ Project Principal 85.00$ 115.00$ Senior Project Manager 75.00$ 90.00$ Deputy Project Manager 56.00$ 75.00$ Senior Roadway Specialist 60.00$ 85.00$ Senior Engineer 50.00$ 70.00$ Project Engineer 44.00$ 59.00$ Engineer 25.00$ 48.00$ EIT 15.00$ 25.00$ Intern 10.00$ 18.00$ Senior Engineering Technician 31.00$ 45.00$ Engineering Technician 21.00$ 35.00$ Technician 15.00$ 28.00$ Senior Transportation Planner 50.00$ 75.00$ Environmental Project Director 60.00$ 75.00$ Environmental Project Manager 50.00$ 61.00$ Senior Environmental Planner 30.00$ 46.00$ Environmental Planner 22.00$ 38.00$ Righ of Way Manager 35.00$ 55.50$ Public Involvement Manager 45.00$ 55.50$ Senior Public Inv Representative 31.00$ 42.00$ Public Involvement Representative 20.00$ 32.00$ Information Technology Manager 50.00$ 80.00$ Information Technology Engineer 27.00$ 42.00$ Landscape Architect Manager 48.00$ 58.00$ Senior Landscape Architect 33.00$ 45.00$ Landscape Architect 20.00$ 30.00$ Business Manager 35.00$ 55.00$ Sr. Project Administrator 27.00$ 40.50$ Project Administrator 23.00$ 33.00$ Clerical/Administrative 16.00$ 26.50$ Project Controls Manager 38.00$ 50.00$ Project Control Technician 18.00$ 36.00$ Construction Manager 75.00$ 89.50$ Construction Inspection Engineer 40.00$ 62.00$ Construction Inspector 28.00$ 45.00$ Construction Inspection Technician 26.00$ 40.00$ Materials Manager 40.00$ 63.00$ Schedule Manager 30.00$ 55.00$ Scheduler 25.00$ 36.00$ Senior Programmer 35.00$ 40.00$ Junior Programmer 29.00$ 35.00$ Designer/Developer 25.00$ 30.00$ 3D Manager 46.00$ 51.00$ Senior Graphics Designer 28.00$ 38.00$ Graphics Designer 20.00$ 27.00$

Direct Labor Cost (Hourly salary rates) for employees in the positions/classes shown on Appendix B are calculated by taking the individual employee’s annual salary divided by 2,080 hours. The 2,080 hours is based on a standard 40 hour work-week times 52 weeks per calendar year.

APPENDIX BHNTB

PROPOSED LABOR RATE SCHEDULE: 2015

2015 Direct Labor Cost Range

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Alamo RMAHNTB Project: 60208

Low HighEmployee Position

Principal $ 48.08 $ 54.01

CMT Senior Project Manager $ 31.25 $ 38.46

CMT Project Manager $ 26.44 $ 26.44

Senior Engineer $ 39.90 40.89$

Project Engineer $ 30.00 36.29$

Senior Geologist $ 30.00 30.00$

Engineer-in-Training $ 27.24 27.24$

CADD Specialist/Drilling Coordinator $ 20.50 20.50$

Laboratory Supervisor $ 28.85 28.85$

Senior Engineering Technician $ 16.30 20.00$

Engineering Technician $ 12.25 15.25$

Certified Welding Inspector $ 24.00 26.00$

Administrative/Clerical $ 13.50 15.45$

PROPOSED LABOR RATE SCHEDULE: 2015

APPENDIX B

ARIAS & ASSOCIATES, INC

Direct Labor Cost Range

Direct Labor Cost (Hourly salary rates) for employees in the positions/classes shown on Appendix B are calculated by taking the individual employee’s annual salary divided by 2,080 hours. The 2,080 hours is based on a standard 40 hour work-week times 52 weeks per calendar year.

NOTE: Hourly Billing Rates for positions/classes will be calculated using the assigned staff rate times the multiplier, as defined in the Agreement subsection 4a.

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Alamo RMAHNTB Project: 60208

Low HighEmployee PositionSenior Management Officer -$ 125.00$ Senior Officer -$ 110.00$ Senior Project Manager -$ 90.00$ Senior Associate Engineer -$ 85.00$ Senior Associate Planner -$ 87.00$ Senior Associate Economist/Planner III -$ 87.00$ Senior Associate Analyst -$ 87.00$ Senior Engineer -$ 68.00$ Senior Planner -$ 64.00$ Senior Economist/Planner II -$ 64.00$ Senior Analyst -$ 64.00$ Assistant Engineer -$ 47.00$ Assistant Planner -$ 47.00$ Assistant Economist/Planner I -$ 47.00$ Assistant Analyst -$ 47.00$ Draftspersons -$ 28.00$ Technicians -$ 28.00$ Word Processors/Technical Typists -$ 26.00$

Technical & Clerical -$ 26.00$ Senior Traffic Modeler -$ 80.00$ Traffic Modeler -$ 75.00$ Junior Traffic Modeler I -$ 50.00$ Senior GIS / CADD Technician III (15+ Yrs.) -$ 48.00$ GIS / CADD Technician II (9-14 Yrs.) -$ 38.00$ GIS/CADD Technician I (0-8 Yrs.) -$ 28.00$ Contract Manager II (>10 Yrs.) -$ 42.00$ Contract Manager I (< 10 Yrs.) -$ 32.00$ Senior Toll System Specialist (> 10 Yrs.) -$ 78.00$ Toll System Specialist (< 10 Yrs.) -$ 58.00$ Project Administrator (1-10 Yrs.) -$ 35.00$ Admin/Clerical (1-5 Yrs.) -$ 22.00$

NOTE: Hourly Billing Rates for positions/classes will be calculated using the assigned staff rate times the multiplier, as defined in the Agreement subsection 4a.

APPENDIX BCDM Smith Inc.

PROPOSED LABOR RATE SCHEDULE: 2015

Direct Labor Cost Range

Direct Labor Cost (Hourly salary rates) for employees in the positions/classes shown on Appendix B are calculated by taking the individual employee’s annual salary divided by 2,080 hours. The 2,080 hours is based on a standard 40 hour work-week times 52 weeks per calendar year.

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Alamo RMAHNTB Project: 60208

Low HighEmployee Position

PresidenT $ - $ 121.15

Sr. Vice President $ - $ 57.69

Director of Public Affairs $ - $ 36.85

Sr. Art Director $ - $ 36.06

Director of Marketing $ - $ 34.38

Director of Operations $ - $ 24.04

Account Executive $ - $ 25.24

Sr. Account Supervisor $ - $ 34.45

Account Coordinator $ - $ 15.63

THE DEBERRY GROUP

APPENDIX B

PROPOSED LABOR RATE SCHEDULE: 2015

Direct Labor Cost Range

Direct Labor Cost (Hourly salary rates) for employees in the positions/classes shown on Appendix B are calculated by taking the individual employee’s annual salary divided by 2,080 hours. The 2,080 hours is based on a standard 40 hour work-week times 52 weeks per calendar year.

NOTE: Hourly Billing Rates for positions/classes will be calculated using the assigned staff rate times the multiplier, as defined in the Agreement subsection 4a.

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Alamo RMAHNTB Project: 60208

Low HighEmployee Position

Materials Manager $ 62.50 $ 67.31

Construction Manager $ 55.29 62.50$

Chief Inspector $ 40.87 45.67$

Inspector(s) $ 36.06 40.87$

Document Control Manager $ 32.69 39.66$

Administrative Support $ 22.50 25.00$

Foster CM Group, Inc.

APPENDIX B

PROPOSED LABOR RATE SCHEDULE: 2015

Direct Labor Cost Range

Direct Labor Cost (Hourly salary rates) for employees in the positions/classes shown on Appendix B are calculated by taking the individual employee’s annual salary divided by 2,080 hours. The 2,080 hours is based on a standard 40 hour work-week times 52 weeks per calendar year.

NOTE: Hourly Billing Rates for positions/classes will be calculated using the assigned staff rate times the multiplier, as defined in the Agreement subsection 4a.

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Alamo RMAHNTB Project: 60208

Low HighEmployee Position

PRINCIPAL $ 72.00 $ 84.00

SENIOR PROJECT MANAGER $ 60.00 $ 68.00

QC/QA MANAGER $ 60.00 $ 68.00

PROJECT MANAGER $ 55.00 $ 62.00

SENIOR ENGINEER $ 52.00 $ 58.00

PROJECT ENGINEER $ 37.00 $ 45.00

DESIGN ENGINEER $ 30.00 $ 38.00

EIT $ 27.00 $ 33.00

SENIOR ENGINEERING TECH $ 28.00 $ 35.00

ENGINEERING TECH $ 22.00 $ 30.00

JUNIOR ENGINEERING TECH $ 18.00 $ 25.00

SENIOR CADD OPERATOR $ 19.00 $ 25.00

CADD OPERATOR $ 12.00 $ 20.00

CONTRACT ADMINISTRATOR $ 33.00 $ 40.00

ADMIN/CLERICAL $ 18.00 $ 22.00

SENIOR RPLS $ 35.00 $ 40.00

RPLS $ 32.00 $ 35.00

SIT $ 28.00 $ 32.00

4-MAN CREW $ 50.00 $ 60.00

3-MAN CREW $ 42.50 $ 50.00

2-MAN CREW $ 35.00 $ 40.00

1-MAN WITH GPS $ 66.00 $ 72.00

ADMIN/CLERICAL (SURVEY) $ 15.00 $ 20.00

Direct Labor Cost (Hourly salary rates) for employees in the positions/classes shown on Appendix B are calculated by taking the individual employee’s annual salary divided by 2,080 hours. The 2,080 hours is based on a standard 40 hour work-week times 52 weeks per calendar year.

APPENDIX B

PROPOSED LABOR RATE SCHEDULE: 2015

Direct Labor Cost Range

Gonzalez De La Garza

NOTE: Hourly Billing Rates for positions/classes will be calculated using the assigned staff rate times the multiplier, as defined in the Agreement subsection 4a.

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Alamo RMAHNTB Project: 60208

Low HighEmployee Position

Project Principal 68.80$ 75.80$ Senior Project Manager 62.50$ 66.50$ Project Manager 60.50$ 65.50$ Senior Engineer 51.50$ 56.50$ Engineer III 54.50$ 56.50$ Engineer II 39.00$ 42.75$ Engineer I 23.50$ 34.50$ Environmental Project Director 56.50$ 65.75$ Environmental Project Manager 39.00$ 43.00$ Senior Biologist 31.00$ 39.00$ SIT II 36.00$ 42.00$ SIT I 28.00$ 34.00$ Senior RPLS 51.50$ 65.00$ RPLS 43.00$ 55.00$ Senior Technician 35.00$ 40.00$ Technician 24.50$ 33.00$ Cad Operator II 20.50$ 25.00$

Cad Operator I 18.50$ 20.50$ Survey Manager 45.00$ 52.00$ Project Administrator 24.00$ 26.00$ Clerical 12.00$ 23.00$ 2 Man Survey Crew (Direct Rate) 130.00$ 3 Man Survey Crew (Direct Rate) 160.00$ 4 Man Survey Crew (Direct Rate) 185.00$ GPS Receiver (Direct Rate) 25.00$ Flag Person 10.00$ 12.00$ Abstractor 23.00$ 43.00$

Direct Labor Cost Range

APPENDIX B

Poznecki-Camarillo, Inc.

PROPOSED LABOR RATE SCHEDULE: 2015

Direct Labor Cost (Hourly salary rates) for employees in the positions/classes shown on Appendix B are calculated by taking the individual employee’s annual salary divided by 2,080 hours. The 2,080 hours is based on a standard 40 hour work-week times 52 weeks per calendar year.

NOTE: Hourly Billing Rates for positions/classes will be calculated using the assigned staff rate times the multiplier, as defined in the Agreement subsection 4a.

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Alamo RMAHNTB Project: 60208

Low HighEmployee Position

Principal 211.97$ $ 227.64

Sr. Transportation Planner 100.83$ 109.94$

Technician 55.94$ 69.05$

Administration 59.35$ 75.58$

APPENDIX B

Prime Strategies

PROPOSED LABOR RATE SCHEDULE: 2015

Hourly (Loaded) Rates

Hourly rates for employees in the positions/classes shown on the Appendix B are loaded rates since the above firm does not have an Overhead rate and is exempt from the Texas Administration Qualification process.

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Alamo RMAHNTB Project: 60208

Low HighEmployee Position

Project Principal $61.00 $82.00

Project Manager $58.00 $72.00

Deputy Project Manager $53.00 $66.00

Project Engineer $48.00 $61.00

Engineer $37.00 $42.00

Engineering Technician $26.00 $37.00

Administrative Assistant $13.00 $16.00

APPENDIX B

SANCHEZ-SALAZAR & ASSOCIATES, LLC

PROPOSED LABOR RATE SCHEDULE: 2015

Direct Labor Cost Range

Direct Labor Cost (Hourly salary rates) for employees in the positions/classes shown on Appendix B are calculated by taking the individual employee’s annual salary divided by 2,080 hours. The 2,080 hours is based on a standard 40 hour work-week times 52 weeks per calendar year.

NOTE: Hourly Billing Rates for positions/classes will be calculated using the assigned staff rate times the multiplier, as defined in the Agreement subsection 4a.

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APPENDIX C

KEY PERSONNEL

Title GEC Employee

Senior Project Manager

Principal-in-Charge

Deputy Project Manager

Tolling Expert

PS&E Manager

Richard Ridings

Carlos Lopez

Brad Peel

Scott Cooper

Aimee Schroller

Environmental Manager

Construction Manager

ROW Manager

Utilities Manager

Traffic Operations

Maintenance Manager

Lena Camarillo (PCI)

Pete Jacobs

Wini Bishop

John German

Jerry Shadewald

Jeff Scheick

Public Involvement Manager Cynthia Coss

Scheduler Monica Acunia

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APPENDIX D

WORK AUTHORIZATION

WORK AUTHORIZATION NO. ____

This Work Authorization is made as of this _____ day of __________, _______, under the terms and conditions established in the AGREEMENT FOR GENERAL CONSULTING ENGINEERING SERVICES, dated as of __________, 2014 (the “Agreement”), between the ALAMO REGIONAL MOBILITY AUTHORITY (“Authority”) and HNTB CORPORATION (“GEC”). This Work Authorization is made for the following purpose, consistent with the services defined in the Agreement:

[Brief description of the Project elements to which this Work Authorization applies]

Section A. - Scope of Services A.1. GEC shall perform the following Services:

[Enter description of the Scope of Services here for which this Work Authorization applies, or make reference to an attached Appendix]

A.2. The following Services are not included in this Work Authorization, but shall be provided as Additional Services if authorized or confirmed in writing by the Authority.

A.3. In conjunction with the performance of the foregoing Services, GEC shall provide the following submittals/deliverables (Documents) to the Authority:

Section B. - Schedule GEC shall perform the Services and deliver the related Documents (if any) according to the following schedule:

Section C. - Compensation C.1. In return for the performance of the foregoing obligations, the Authority shall pay to the GEC the amount not to exceed $ _____________, based on the attached fee estimate. Compensation shall be in accordance with the Agreement.

C.2. Compensation for Additional Services (if any) shall be paid by the Authority to the GEC according to the terms of a future Work Authorization.

Section D. - Authority’s Responsibilities The Authority shall perform and/or provide the following in a timely manner so as not to delay the Services of the GEC. Unless otherwise provided in this Work Authorization, the Authority shall bear all costs incident to compliance with the following:

Section E. - Other Provisions The parties agree to the following provisions with respect to this specific Work Authorization:

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Except to the extent expressly modified herein, all terms and conditions of the Agreement shall continue in full force and effect.

Authority: GEC:

ALAMO REGIONAL MOBILITY AUTHORITY

By: ________________________________

Name: ______________________________

Title: _______________________________

Date: _______________________________

HNTB CORPORATION

By: _____________________________

Name: ___________________________

Title: ____________________________

Date: ____________________________

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Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, November 20, 2014

Agenda Item 6: Discussion and appropriate action regarding approval of the General Engineering Consultant Master Agreement with Pape Dawson Munoz, LLC.

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

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

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

Alamo RMA staff requests appropriate action for approval of the proposed Master Agreement with Pape Dawson Munoz, LLC.

BOARD OF DIRECTORS

JOHN CLAMP CHAIR

GAVINO RAMOS VICE CHAIR

REYNALDO L. DIAZ, JR. SECRETARY/TREASURER

TOMMY CALVERT, JR.

RAMIRO CAVAZOS

JOHN MONTFORD

DAVID STARR

DAVID SMITH EXECUTIVE DIRECTOR

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ALAMO REGIONAL MOBILITY AUTHORITY

AGREEMENT FOR

GENERAL CONSULTING CIVIL ENGINEERING SERVICES

(PDM)

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TABLE OF CONTENTS

1. THE SERVICES, GENERALLY. ...........................................................................1

2. SCOPE OF SERVICES. ..........................................................................................3

3. “CONSULTING ENGINEERS” UNDER TRUST AGREEMENTS. ....................3

4. COMPENSATION. .................................................................................................3

a. Basis for Compensation ...............................................................................3

b. Computation and Adjustment of the Auditable Overhead Rate ..................5

c. Expenses ......................................................................................................5

d. Non-Compensable Time ..............................................................................7

e. Invoices and Records ...................................................................................8

f. Effect of Payments .......................................................................................8

g. No Adjustments to Direct Labor Costs and Auditable Overhead Rate .......9

h. Commercial Pricing .....................................................................................9

i. Place of Payment..........................................................................................9

j. Timing of Payments ...................................................................................10

k. Taxes ..........................................................................................................11

l. As-Needed Basis ........................................................................................11

m. Compensation of Subconsultants ...............................................................11

5. TIME OF PERFORMANCE. ................................................................................12

6. TERMINATION FOR DEFAULT. .......................................................................12

7. OPTIONAL TERMINATION. ..............................................................................14

a. Generally ....................................................................................................14

b. No Further Rights, Etc ...............................................................................14

c. No Further Compensation ..........................................................................14

8. TERMINATION, GENERALLY. .........................................................................15

9. SUSPENSION OR MODIFICATION OF SERVICES; DELAYS AND

DAMAGES. ...........................................................................................................15

10. PERSONNEL, EQUIPMENT AND MATERIAL, GENERALLY. .....................16

a. Adequate Personnel, Etc ............................................................................16

b. Removal of Personnel ................................................................................17

c. GEC Furnishes Equipment, Etc .................................................................17

d. Key Personnel ............................................................................................17

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11. PLANNING AND PERFORMANCE REVIEWS; INSPECTIONS. ...................18

12. PERSONNEL AT AUTHORITY’S FACILITIES. ...............................................18

13. OWNERSHIP OF PLANS. ...................................................................................19

a. Generally ....................................................................................................19

b. Separate Assignment ..................................................................................20

14. WORK AUTHORIZATIONS. ..............................................................................21

15. SUBLETTING. ......................................................................................................22

16. APPEARANCE AS WITNESS AND ATTENDANCE AT MEETINGS. ...........22

a. Witness .......................................................................................................22

b. Meetings .....................................................................................................22

17. COMPLIANCE WITH LAWS. .............................................................................23

18. INSURANCE. ........................................................................................................23

a. Workers’ Compensation Insurance ............................................................23

b. Comprehensive General Liability Insurance .............................................23

c. Comprehensive Automobile Liability Insurance .......................................23

d. Valuable Papers Insurance .........................................................................24

e. Architects and/or Engineers Professional Liability insurance ...................24

f. General for All Insurance ...........................................................................24

19. RELATIONSHIP BETWEEN THE PARTIES. ....................................................26

20. AUTHORITY INDEMNIFIED. ............................................................................27

21. DELIVERY OF NOTICES, ETC. .........................................................................28

a. Notices to the Authority .............................................................................28

b. Notices to the GEC ....................................................................................28

c. Date of Delivery .........................................................................................28

22. REPORTS OF ACCIDENTS, ETC. ......................................................................29

23. AUTHORITY’S ACTS. ........................................................................................29

24. LIMITATIONS. .....................................................................................................29

25. CAPTIONS NOT A PART HEREOF. ..................................................................30

26. CONTROLLING LAW, VENUE. ........................................................................30

27. TIME OF ESSENCE. ............................................................................................30

28. SEVERABILITY. ..................................................................................................30

29. SUCCESSORS. .....................................................................................................31

30. AUTHORIZATION. ..............................................................................................31

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31. INTERPRETATION..............................................................................................31

32. CONFLICTS OF INTEREST. ...............................................................................31

33. THE COMPLETE AGREEMENT. .......................................................................32

APPENDIX A SCOPE OF SERVICES

APPENDIX B RATE SCHEDULE

APPENDIX C KEY PERSONNEL

APPENDIX D WORK AUTHORIZATION

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ALAMO REGIONAL MOBILITY AUTHORITY

AGREEMENT FOR

GENERAL CONSULTING CIVIL ENGINEERING SERVICES

THIS AGREEMENT, made as of this ___ day of December, 2014, effective as of January 1, 2015, by and between the ALAMO REGIONAL MOBILITY AUTHORITY, 233 N. Pecos, Suite 420, San Antonio, Texas 78207, hereinafter referred to as the “Authority”, and PAPE DAWSON MUNOZ, LLC, 2000 NW Loop 410, San Antonio, Texas 78213 hereinafter referred to as the “GEC”.

W I T N E S S E T H:

WHEREAS, pursuant to that certain Request for Qualifications dated July 18, 2014 (the

“Request for Qualifications”), the Authority sought to identify and obtain the services of two

qualified engineering firms to provide general consulting civil engineering services as the

General Engineering Consultants (or GEC) for the Authority;

WHEREAS, four firms submitted responses setting forth their respective qualifications

for the work, and all four firms made oral presentations to the Authority; and

WHEREAS, Pape Dawson Munoz, LLC was identified by the Authority as a highly

qualified provider of the required services and this Agreement has been negotiated and finalized

between those parties whereby the services shall be provided to the Authority at a fair and

reasonable price;

NOW, THEREFORE, in consideration of payments hereinafter stipulated to be made to

the GEC by the Authority, the parties do hereby agree as follows:

1. THE SERVICES, GENERALLY.

The Authority hereby retains the GEC to serve as the Authority’s General Engineering

Consultant pursuant to the terms set forth in this Agreement. All work to be performed by or on

behalf of the GEC under this Agreement is hereinafter sometimes referred to as the “Services”.

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In performing the Services, the GEC shall operate as an extension of, and in complete

coordination with, the Authority’s staff with respect to all projects which now or in the future are

studied, constructed or operated by the Authority (the “Projects”) provided that nothing herein

shall alter the GEC’s status as an independent contractor as fully set forth in Section 19 below.

To that end, the GEC shall represent, advance, and further the interests of the Authority

throughout all aspects and phases of the Authority’s activities and shall, when and as requested

by the Authority, fully support the Authority in its dealings with contractors and suppliers,

engineers and other consultants, the Authority’s general counsel and accountants, financial

advisor, traffic and revenue consultant, bond counsel, rating agencies and underwriters,

governmental entities and the public, all in accordance with the standards customarily possessed

and exercised by a practicing member of the engineering profession enjoying a favorable

reputation and currently practicing under similar circumstances. The GEC, as part of the

Services, shall also assist the Authority in the development of its Strategic Plan and periodic

amendments thereto, and shall work to assist the Authority to achieve the goals established in the

Strategic Plan. For specific aspects of the Services, consistent with its status as an independent

contractor, the GEC shall be expected to operate independently from the Authority and without

extensive oversight and direction. The GEC shall commit the personnel and resources required

to respond promptly and fully to the responsibilities and tasks assigned by the Authority

throughout the term of the GEC’s performance of the Services described in this Agreement.

Insofar as the GEC is operating as an extension of the Authority’s staff, the Authority shall use

reasonable efforts to require all construction contractors and design engineers performing work

on any Project for which the Authority is the procuring entity and a party to the contract(s) for

construction and/or design work to include the GEC as an additional insured on their contractor’s

liability insurance, including general and automobile liability insurance policies, and to

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indemnify the GEC in the same manner and to the same extent as such contractors and engineers

indemnify the Authority, except with respect to the GEC’s own negligence or willful acts.

2. SCOPE OF SERVICES.

Without limiting the provisions of Sections 1 or 3 hereof, the Services the Authority may

call upon the GEC to provide shall encompass the numerous facets of feasibility evaluation,

conceptual design, planning, final design, financing, construction management, coordination, and

other related activities necessary to plan, finance, construct, operate and maintain all facilities

contemplated, developed, owned, and/or operated by the Authority. A broad description of the

Services is set forth in the Scope of Services, attached hereto as Appendix A and made a part

hereof. Throughout the term of this Agreement, the Authority shall request the GEC to perform

specific Services through the issuance of Work Authorizations with more detailed scopes of

services or otherwise in accordance with this Agreement. The GEC shall only be compensated

for those activities undertaken in connection with a validly issued Work Authorization.

3. “CONSULTING ENGINEERS” UNDER TRUST AGREEMENTS.

Without limiting the provision of Sections 1 and 2 above, the GEC shall perform the

obligations of the “Consulting Engineers” under any existing or future Authority Trust

Agreements entered into during the period of this Agreement.

4. COMPENSATION.

Compensation for the GEC’s Services and other aspects of the mutual obligations

concerning the GEC’s Services and payment therefore are as follows:

a. BASIS FOR COMPENSATION. Subject to the terms of a Work Authorization issued

pursuant to Section 14 below, the Authority agrees to pay, and the GEC agrees to accept

as full and sufficient compensation and reimbursement for the performance of all

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Services as set forth in this Agreement, hourly rates for the staff working on the

assignment computed as follows:

Direct Labor Cost x (1.0 + OH Rate) x 1.12

where Direct Labor Cost equals salary divided by 2080; OH Rate equals the GEC’s most

recent auditable overhead rate under 48 C.F.R. Part 31, Federal Acquisition Regulations

(FAR 31); and 1.12 reflects a twelve percent (12%) profit. The range of Direct Labor

Costs for the classifications of employees working for the Authority as of the Effective

Date of this Agreement is reflected in Appendix B. Revisions to Direct Labor Cost

ranges for employee classifications and the auditable overhead rate may be proposed no

more frequently than once per calendar year, subject to the approval of the Executive

Director or his designee. The “Multiplier” is the portion of the above-referenced

equation excluding the Direct Labor Cost; i.e.: (1.0 + OH Rate) x 1.12. The initial

Multiplier to be utilized under this Agreement shall be 2.6387, computed as (1.0 +

1.3560) x 1.12.

No increase shall be made to the specified profit percentage. The first adjustment

to the auditable overhead rate (and corresponding adjustment to the Multiplier) shall be

considered no earlier than June, 2016, and consideration for subsequent adjustments to

the audited overhead rate shall be submitted no earlier than the following June of each

year, accordingly. All adjustments shall be agreed to by the parties prior to

implementation, and the Authority shall have the right to review and/or audit the GEC’s

Direct Labor Costs and auditable overhead rates upon written request. Once approved,

the Direct Labor Costs and auditable overhead rate will be used going forward until the

next annual adjustment is approved. Changes to the auditable overhead rate will not be

applied retroactively to any costs incurred prior to the date the Authority approves an

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adjustment. The GEC may present proposed adjustments in Direct Labor Costs at other

times on an as-needed basis for those changes which could not otherwise have reasonably

been foreseen, such as the addition of personnel in positions not reflected on Appendix B,

provided that no adjustments will be approved or implemented without the prior written

consent of the Authority. During the term of this Agreement the GEC shall provide to

the Executive Director or his designee, prior to requesting any adjustment to its auditable

overhead rate, a copy of the report establishing a new FAR rate for the GEC.

In the event that GEC employees or sub consultants work a substantial portion of

time in facilities owned or leased by the Authority as provided in Section 12 herein, the

auditable overhead rate will be adjusted downward to reflect the Authority’s burden of

overhead associated with such employees or sub consultants. Any such adjustments will

be agreed upon by the Authority and the GEC, effective as of such time as the GEC

employees or sub consultants begin working in facilities owned or leased by the

Authority.

The payment of the hourly rates and allowed costs shall constitute full payment

for all Services, liaisons, products, materials, and equipment required to deliver the

Services.

b. COMPUTATION AND ADJUSTMENT OF THE AUDITABLE OVERHEAD RATE. The

applicable compensation formula for this Agreement (identified in paragraph 4.a above)

will utilize the GEC’s auditable overhead rate as allowed under the provisions of FAR

31, as well as the negotiated profit percentage of twelve percent (12%). The GEC

represents that at all times, subject to the limitations on timing and approval in subsection

4.a., throughout the term of this Agreement that it shall not use an auditable overhead

rate that exceeds the rate determined in accordance with FAR 31 (or successor

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regulations); that the Direct Labor Costs shall not exceed the ranges reflected in

Appendix B and shall be based on actual salary amounts for the individuals performing

the work; and that, except as previously described in writing, the auditable overhead rate

and profit percentage used under this Agreement shall not exceed the auditable overhead

rate and profit percentage utilized by the GEC in its agreement(s) with, or subcontracts

for, GEC or comparable work for the Texas Department of Transportation (“TxDOT”),

other toll road authorities, or any other regional mobility authority in the State of Texas.

c. EXPENSES. As indicated above, the compensation computed in accordance with

subsections 4.a. and b. is anticipated by the Authority and the GEC to be full and

sufficient compensation and reimbursement for the Services, and includes all customary

out-of-pocket expenses anticipated to result from the GEC’s performance under the

Agreement that are included in the computation of the auditable overhead rate, such as

office supplies, telecommunications systems, postage, general photocopying, computer

hardware/software and service charges, and similar costs. Notwithstanding the

foregoing, the GEC shall be entitled to reimbursement for reasonable out-of-pocket

expenses actually incurred by the GEC that are necessary for the performance of its

duties under this Agreement and which are not included in the auditable overhead rate,

said expenses being limited to travel costs, printing costs, automobile expenses being

reimbursed at the federal mileage rates for travel originating from the office of the GEC

employee or sub consultant, and other expenses directly approved, in advance, by the

Executive Director or his designee. Except for automobile expenses paid at the federal

mileage rate and travel paid at state approved rates (if available), all such reimbursement

shall be at one-hundred percent (100%) of the actual cost thereof paid by the GEC to

unaffiliated entities; provided, however, that all amounts in excess of $2,000 for which

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the GEC intends to seek reimbursement pursuant to this subsection 4.c. must be approved

in advance and in writing by the Executive Director or his designee, except when such

advance approval is impractical due to a bona fide emergency situation. Except as

otherwise authorized in a validly issued Work Authorization, and only then to the extent

reimbursable by the TxDOT under the terms of any Financial Assistance Agreement, the

Authority shall not reimburse the GEC for travel, lodging, and similar expenses incurred

by the GEC to bring additional staff to its local office or to otherwise reassign personnel

to provide basic engineering support of the GEC’s performance of the Services, provided,

however, that the Authority shall reimburse, but only in accordance with the terms of this

subsection 4.c., such costs incurred by the GEC to bring to its local office or the

Authority’s facilities, with advance approval by the Executive Director or his designee,

staff with specialized skills or expertise required for the Services and not customarily

available from a staff providing general consulting civil engineering services of the type

described in this agreement. The GEC shall take all reasonable steps to acquire all goods

and services subject to reimbursement by the Authority under this Agreement on a tax-

free basis pursuant to the Authority’s tax-exempt status described in subsection 4.k. This

provision applies only to the extent the Authority’s tax exempt status can reasonably be

extended to purchases made directly by the GEC.

d. NON-COMPENSABLE TIME. Time spent by the GEC’s employees or sub

consultants to perform services or functions capable of being carried out by other,

subordinate personnel with a lower hourly rate shall be billed at a rate equivalent to that

of the applicable qualified subordinate personnel. Time spent by the GEC’s personnel

or sub consultants in an administrative or supervisory capacity not related to the

performance of the Services shall not be compensable. Time spent on work that is in

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excess of what would reasonably be considered appropriate for the performance of such

Services shall not be compensable.

e. INVOICES AND RECORDS. The GEC shall submit one (1) copy of its monthly

invoices certifying the salaries and expenses incurred in providing the Services under

this Agreement during the previous month, and shall also present a reconciliation of

monthly invoices and the work authorization (and related estimates) to which the work

relates. The invoice shall be in a form directly acceptable to TxDOT for potential

reimbursement by TxDOT to the Authority. Each invoice shall be in such detail as is

required by the Authority and TxDOT, including a breakdown of services provided on a

project-by-project basis and/or pursuant to specified work authorizations, together with

other Services requested by the Authority. Upon request of the Authority, the GEC

shall also submit certified time and expense records and copies of invoices that support

the invoiced salary and expense figures. All books and records relating to the GEC’s or

sub consultants’ time, out-of-pocket expenses, materials, or other Services or

deliverables invoiced to the Authority under this Agreement shall be made available

during the GEC’s normal business hours to the Authority and its representatives for

review, copying and auditing throughout the term of this Agreement and for three (3)

years after the expiration thereof. No compensation shall be made for revisions to the

GEC’s or sub consultants’ services or deliverables required due in any way to the error,

omission, or fault of the GEC, its employees, agents, sub consultants, or contractors.

f. EFFECT OF PAYMENTS. No payment by the Authority shall relieve the GEC of its

obligation to deliver timely the Services required under this Agreement. If after

approving or paying for any service, product or other deliverable, the Authority

determines that said service, product or deliverable does not satisfy the requirements of

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this Agreement, the Authority may reject same and, if the GEC fails to correct or cure

same within a reasonable period of time and at no additional cost to the Authority, the

GEC shall return any compensation received therefore. In addition to all other rights

provided in this Agreement, the Authority shall have the right to set off any amounts

owed by the GEC pursuant to the terms of this Agreement upon providing the GEC

prior written notice thereof.

g. NO ADJUSTMENTS TO DIRECT LABOR COSTS AND AUDITABLE OVERHEAD RATE.

Except as otherwise expressly provided in subsection 4.a. above, the Authority and the

GEC shall not make adjustments to the Direct Labor Costs or the auditable overhead rate

during the term of this Agreement. The Authority and the GEC do not anticipate that any

services, work, deliverables or expenses of any nature shall be undertaken or incurred by

the GEC on behalf of the Authority that constitute “Extra Work” or otherwise fall outside

the terms of this Agreement. Unless the parties otherwise expressly agree in writing to

the contrary, all work of any nature undertaken by the GEC or its sub consultants during

the term of this Agreement on behalf of the Authority shall be conclusively presumed to

have been undertaken under, and be subject to, the terms of this Agreement.

h. COMMERCIAL PRICING. Federal Acquisition Regulations allow for payment of

direct auditable expenditures and commercial pricing of certain products. The GEC may

engage in commercial pricing when legally permissible, not in contravention of federal

regulations, and specifically approved by the Board of Directors.

i. PLACE OF PAYMENT. Payments owing under this Agreement will be made by the

Authority by wire transfer to:

Name of Bank

ABA Number: XXXXXX

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Account Name: XXXXX Address

City, State Account Number: XXXXXXX

j. TIMING OF PAYMENTS. Payment of any undisputed amounts invoiced to the

Authority by the GEC shall be made as follows:

(i) For amounts invoiced by the GEC for Services which are reimbursable by TxDOT pursuant to a toll equity grant, financial assistance agreement, or any other form of financial assistance, the Authority shall submit a payment request to TxDOT within fifteen (15) days of receipt of a conforming invoice from the GEC. Payment shall be due to the GEC from the Authority within thirty (30) days of the Authority’s receipt of payment from TxDOT. Undisputed amounts of the type described in this subparagraph (i) outstanding for more than sixty (60) days after the Authority’s receipt of payment from TxDOT shall accrue interest at the prime rate as published in the Wall Street Journal (or other accepted financial journal in the event that the Wall Street Journal ceases publication or fails to include current prime rates within its reported information) on the date payment is due or the first business day thereafter if the due date is a weekend or federal holiday (the “Prime Rate”).

(ii) For amounts invoiced by the GEC to the Authority for all properly authorized Services which are not subject to reimbursement by TxDOT, payment shall be due within thirty (30) days of receipt by the Authority of an undisputed invoice and all necessary supporting documentation. Past due amounts shall accrue interest at the lesser of the maximum rate allowed by law or the Prime Rate. In the event that more than $200,000 of costs of the type described in this subparagraph (ii) are due and payable for more than ninety (90) days, the GEC shall be entitled, upon thirty (30) days prior written notice to the Authority, to cease performing any further work for the Authority which is not of a type which is subject to reimbursement by TxDOT. Notwithstanding the foregoing, any amounts due under this subparagraph (ii) shall be paid out of the proceeds of the first Authority bond issue to occur after accrual of the costs owed, provided that such payment is not prohibited by covenants or other restrictions contained in the bond documents for the bond issue.

(iii) Any amounts invoiced to the Authority by the GEC and for which the Authority disputes payment, or reimbursable amounts disputed by TxDOT, the period for payment shall not commence until such dispute is resolved.

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k. TAXES. All payments to be made by the Authority to the GEC pursuant to this

Agreement are inclusive of federal, state, or other taxes, if any, however designated,

levied, or based. The Authority acknowledges and represents that it is a tax-exempt

entity under Sections 151.309, et seq., of the Texas Tax Code. Title to any consumable

items purchased by the GEC in performing this Agreement shall be deemed to have

passed to the Authority at the time the GEC receives payment therefore from the

Authority, and the GEC shall make a good faith effort to immediately mark, label, or

physically identify such consumable items as the property of the Authority. In the event

that a capital item is purchased for the sole use of the Authority, title shall pass or transfer

to the Authority prior to any use of the item by the GEC.

l. AS-NEEDED BASIS. As noted in Section 2 above and Section 14 below, the

Authority shall request that the GEC perform specific Services on an as-needed basis and

through the issuance of written work authorizations. No representation or assurance has

been made on behalf of the Authority to the GEC as to the total compensation to be paid

to the GEC under this Agreement.

m. COMPENSATION OF SUB CONSULTANTS. As noted in the Request for

Qualifications, Section 5.2, it is anticipated that the GEC may utilize the services of sub

consultants to respond to certain assignments under this Agreement. The selection and

services to be assigned to sub consultants must be approved in advance by the Executive

Director or his designee. All sub consultants providing services under this Agreement

shall be subject to, and compensated or reimbursed in accordance with, all requirements

of this Section 4, provided that each sub consultant shall utilize (i) its own Direct Labor

Costs and (ii) if available, its own auditable overhead rate. For sub consultants that do

not have auditable overhead rates computed in accordance with 48 C.F.R. Part 31, the

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GEC shall provide a schedule of sub consultant billing rates for the Authority’s review

and approval by the Executive Director or his designee (including any periodic

adjustments thereto) provided that no sub consultant billing rate shall exceed the GEC’s

rates (if any), including overhead and profit, for the same or similar services. The GEC

has committed to achieving certain goals relating to DBE participation and performance

of work by local firms. Each monthly invoice shall include a summary of DBE

participation achieved and the percentage of work performed by local firms.

5. TIME OF PERFORMANCE.

It is understood and agreed that the term of this Agreement shall be for five (5) years,

commencing December ____, 2014, effective January 1, 2015, and concluding December 31,

2019, subject to the earlier termination of this Agreement pursuant to Sections 6 or 7 below or

further extension terms of the term upon agreement of both parties.

6. TERMINATION FOR DEFAULT.

Time is of the essence with respect to the performance and completion of all the Services

to be furnished by the GEC pursuant to work authorizations issued in accordance with Section 14

below and which specify an agreed-upon completion or delivery date. Without limiting the

foregoing, the GEC shall furnish all Services in such a manner and at such times as the

development schedules of the Projects require so that no delay in the progression of the

evaluation, design, or construction of the Projects will be caused by or are in any way

attributable to the GEC. It is understood , however, that the GEC shall be provided sufficient

time to employ sound professional practices, and shall not be held responsible for delays in

performance occasioned by factors beyond the GEC’s reasonable control and which could not

have been foreseen with the exercise of reasonable care. Should the GEC at any time, in the

reasonable opinion of the Authority, not carry out its obligations under this Agreement or not be

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progressing toward completion of the Services to be rendered hereunder in an expeditious

manner, or if the GEC shall fail in any manner to discharge any other of its obligations under this

Agreement, the Authority may, upon providing the GEC with thirty (30) days prior written

notice pursuant to Section 21 hereof and opportunity to cure, terminate this Agreement effective

on the date following said 30-day notice and cure period (the “Termination Date”). Such

termination shall not constitute a waiver or release by the Authority of any claims for damages,

claims for additional costs incurred by the Authority to complete and/or correct the work

described in this Agreement, or any other claims or actions arising under this Agreement or

available at law or equity which it may have against the GEC for its failure to perform in

accordance with the terms of this Agreement, nor shall such termination pursuant to this

Section 6 or Section 7 below abrogate or in any way affect the indemnification obligations of the

GEC set forth in Section 20 hereof.

If the Authority shall terminate this Agreement as provided either in this Section 6 or

Section 7, no fees of any type, other than fees due and payable as of the Termination Date

pursuant to Section 4 hereof for Services performed and acceptable to the Authority, shall

thereafter be paid to the GEC, and the Authority shall have a right to set off or otherwise recover

any damages incurred by reason of the GEC’s breach hereof, together with the right to set off

amounts owed to the GEC pursuant to Section 20 hereof. In determining the amount of any

payments owed to the GEC, the value of the Services performed by the GEC prior to termination

shall be no greater than the value that would result by compensating the GEC in accordance with

Section 4 hereof for all Services performed and expenses reimbursable in accordance with this

Agreement.

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7. OPTIONAL TERMINATION.

a. GENERALLY. The Authority has the right to terminate this Agreement at its sole

option, at any time with or without cause, by providing thirty (30) days written notice of

such intention to terminate pursuant to Section 21 hereof and by stating in said notice the

“Optional Termination Date”. Upon such termination, the Authority shall enter into a

settlement with the GEC upon an equitable basis as determined by the Authority, which

shall fix the value of the work performed by the GEC prior to the Optional Termination

Date. In determining the value of the work performed, the Authority in all events shall

compensate the GEC in accordance with Section 4 hereof for all Services performed and

expenses reimbursable in accordance with this Agreement, provided, however, that no

consideration will be given to anticipated profit which the GEC might possibly have

made on the uncompleted portion of the Services.

b. NO FURTHER RIGHTS, ETC. Termination of this Agreement and payment of an

amount in settlement as described in this Section 7 shall extinguish all rights, duties,

obligations, and liabilities of the Authority and the GEC under this Agreement, and this

Agreement shall be of no further force and effect, provided, however, such termination

shall not act to release the GEC from liability for any previous default either under this

Agreement or under any standard of conduct set by common law or statute.

Notwithstanding the foregoing, Sections 13, 20 , and 24 of this Agreement shall survive

termination of this Agreement in accordance with Section 6 or this Section 7.

c. NO FURTHER COMPENSATION. If the Authority shall terminate this Agreement

as provided in this Section 7, no fees of any type, other than fees due and payable as of

the Optional Termination Date, shall thereafter be paid to the GEC, provided that the

Authority shall not waive any right to damages incurred by reason of the GEC’s breach

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thereof. The GEC shall not receive any compensation for Services performed by the

GEC after the Optional Termination Date, and any such Services performed shall be at

the sole risk and expense of the GEC.

8. TERMINATION, GENERALLY.

The Authority’s rights and options to terminate this Agreement, as provided in any

provision of this Agreement, shall be in addition to, and not in lieu of, any and all rights, actions,

options, and privileges otherwise available under law or equity to the Authority by virtue of this

Agreement or otherwise. Failure of the Authority to exercise any of its said rights, actions,

options, and privileges to terminate this Agreement as provided in any provision of this

Agreement or otherwise shall not be deemed a waiver of any of said rights, actions, options, or

privileges or of any rights, actions, options, or privileges otherwise available under law or equity

with respect to any continuing or subsequent breaches of this Agreement or of any other standard

of conduct set by common law or statute.

9. SUSPENSION OR MODIFICATION OF SERVICES; DELAYS AND DAMAGES.

In addition to the foregoing rights and options to terminate this Agreement, the Authority

may elect to suspend any portion of the Services of the GEC hereunder, but not terminate this

Agreement, by providing the GEC with prior written notice to that effect. Thereafter, the

suspended Services may be reinstated and resumed in full force and effect upon receipt from the

Authority of thirty (30) days prior written notice requesting same. Similarly, the Authority may

expand, limit, or cancel any portion of the Services previously assigned to the GEC in

accordance with this Agreement. The GEC shall not be entitled to any damages or other

compensation of any form in the event that the Authority exercises its rights to suspend or

modify the Services pursuant to this Section 9, provided, however, that any time limits

established by the parties in any work authorization or otherwise for the completion of specific

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portions of the Services suspended pursuant to this Section 9 shall be extended to allow for said

suspension or modifications thereof. Without limiting the foregoing, the GEC agrees that no

claims for damages or other compensation shall be made by the GEC for any delays or

hindrances occurring during the progress of any portion of the Services specified in this

Agreement as a result of any suspension or modification of the Services or otherwise. Such

delays or hindrances, if any, shall be provided for by an extension of time for such reasonable

periods as the Authority may decide and an equitable adjustment to GEC’s compensation as

deemed reasonable by the Authority. It is acknowledged, however, that permitting the GEC to

proceed to complete any Services or any part of them after the originally specified date for

completion, or after the date to which the time for completion may have been extended, shall in

no way operate as a waiver on the part of the Authority or any of its rights herein.

10. PERSONNEL, EQUIPMENT AND MATERIAL, GENERALLY.

a. ADEQUATE PERSONNEL, ETC. The GEC shall furnish and maintain, at its own

expense, adequate and sufficient personnel (drawn from its own employees or from

approved sub consultants) and equipment, in the reasonable opinion of the Authority, to

perform the Services with due and reasonable diligence customary of an engineering firm

enjoying a favorable reputation, and in all events without delays attributable to the GEC

which have a reasonable likelihood of adversely affecting the progress of others involved

with one or more of the Projects or the progress of the feasibility evaluation, design or

construction of any such Project. All persons, whether employees of the GEC or of an

approved sub consultant, providing the Services shall be fully licensed to the extent

required by their professional discipline associations’ codes or otherwise by law.

Without limiting the foregoing, all persons in charge of, or responsible for, design, plan

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preparation, and related engineering work shall be licensed to practice professional

engineering in the State of Texas and shall, in the case of the GEC, be approved by the

Authority prior to their involvement in work under this Agreement.

b. REMOVAL OF PERSONNEL. All persons providing the Services, whether

employees of the GEC or of an approved sub consultant, shall have such knowledge and

experience as will enable them to perform the duties assigned to them. Any such person

who, in the opinion of the Authority, is incompetent or by his/her conduct becomes

detrimental to the provision of the Services shall, upon request of the Authority,

immediately be removed from the Services. The GEC shall furnish the Authority with a

fully qualified candidate for the removed person within ten (10) days thereafter, provided,

however, said candidate shall not begin work under this Agreement unless and until

approved by the Executive Director or his designee.

c. GEC FURNISHES EQUIPMENT, ETC. Except as otherwise specified, the GEC

shall furnish all equipment, transportation, supplies, and materials required for its

Services under this Agreement.

d. KEY PERSONNEL. The GEC acknowledges and agrees that the individual(s)

identified on Appendix C attached hereto and made apart hereof are key and integral to

the satisfactory performance of the GEC under this agreement. Throughout the term of

this agreement, the GEC agrees that the identified individual(s), whether employee(s) of

the GEC or of an approved sub-consultant, will remain in charge of the performance of

the Services and shall devote substantial and sufficient time and attention thereto, to the

extent indicated on Appendix C. The death or disability of any such individual, his/her

disassociation from the GEC or the approved sub-consultant, or his/her failure or inability

to devote sufficient time and attention to the Services shall, at the Authority’s option,

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constitute a default requiring the GEC promptly to replace said individual with a person

suitably qualified and otherwise acceptable to the Authority. In no event shall the GEC

remove, transfer, or reassign any individual identified on Appendix C except as instructed

by, or with the prior written consent of, the Authority. The GEC shall use its best efforts

to enhance continuity in the key personnel, sub-consultants, and other employees

regularly performing the Services. The GEC shall notify and consult with the Authority

regarding the scheduling of unusual or prolonged corporate activities, vacations, and

other engagements by key personnel during which he/she is unavailable for the Services.

Individuals may be added to or deleted from Appendix C with the mutual consent of the

GEC and the Authority.

11. PLANNING AND PERFORMANCE REVIEWS; INSPECTIONS.

As may be directed by the Authority, key personnel shall meet with the Authority’s

Executive Director and/or his designee(s) periodically (a) to assess the GEC’s progress under

this Agreement and performance of the Services and (b) to plan staffing levels to be provided by

the GEC to the Authority for the upcoming period. The GEC shall permit inspections of its

Services by the Authority or others, when requested by the Authority. Nothing contained in this

Agreement shall prevent the Authority from scheduling such other planning and performance

reviews with the GEC or inspections as the Authority thinks necessary.

12. PERSONNEL AT AUTHORITY’S FACILITIES.

The Authority may at any time require one or more of the GEC’s managers and core staff

and/or sub consultants to office at the Authority’s administration building or other facility.

While working at any of the Authority’s facilities, the GEC’s personnel and sub consultants shall

comply with the Authority’s work place policies and abide by the Authority’s standards of

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employee conduct. The GEC shall take all steps required to maintain the proper coordination

and exchange of information among the locations at which the Services are performed. As

provided for in Section 4.a. above, the auditable overhead rate shall be adjusted downward by

agreement of the parties for personnel that office at the Authority’s facilities on a full-time basis.

13. OWNERSHIP OF PLANS.

a. GENERALLY. Notwithstanding any provision in this Agreement or in common

law or statute to the contrary, all of the plans, tracings, estimates, specifications,

computer records, discs, tapes, proposals, sketches, diagrams, charts, calculations,

correspondence, memoranda, survey notes, and other data and materials, and any part

thereof, created, compiled or to be compiled by or on behalf of the GEC, including all

information prepared for or posted on the Authority’s website and together with all

materials and data furnished to it by the Authority, shall at all times be and remain the

property of the Authority and shall not be subject to any restriction or limitation on their

further use by or on behalf of the Authority for the specific purpose intended under this

Agreement; and if at any time demand be made by the Authority for any of the above

materials, records, and documents, whether after termination of this Agreement or

otherwise, such shall be turned over to the Authority without delay. The Authority

hereby grants the GEC a revocable license to retain and utilize the foregoing materials,

said license to terminate and expire upon the earlier to occur of (a) the completion of

Services described in this Agreement or (b) the termination of this Agreement, at which

time the GEC shall deliver to the Authority all such materials and documents. If the GEC

or a sub consultant desires later to use any of the data generated or obtained by it in

connection with the Projects or any other portion of the work product resulting from the

Services, it shall secure the prior written approval of the Authority. Notwithstanding

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anything contained herein to the contrary, the GEC shall have the right to retain a copy of

the above materials, records and documents for its archives. The GEC shall retain its

copyright and ownership rights in its databases, computer software (object code and

source code), any tools, systems or information, know-how, methodologies, equipment or

processes, any derivatives thereto and the intellectual property inherent therein and

appurtenant thereto that was retained or owned by the GEC and existed prior to or at the

time the GEC began providing any relevant Services under this Agreement. Intellectual

property originally developed, utilized, or modified in the performance of Services for

which the GEC is compensated under the terms of this Agreement shall remain the

property of the Authority. The Authority retains an unrestricted license for software

packages originally developed with Authority funds. If the Authority makes any material

modification to the above described documents, materials and records for any reason

other than their intended use without the GEC’s concurrence with such modification, the

GEC shall be released from any liability to the Authority as a result of such action.

b. SEPARATE ASSIGNMENT. If for any reason the agreement of the Authority and

the GEC set forth in subsection 13.a. above regarding the ownership of work product and

other materials is determined to be unenforceable, either in whole or in part, the GEC

hereby assigns and agrees to assign to the Authority all right, title, and interest that GEC

may have or at any time acquire in said work product and other materials, without

royalty, fee or other consideration of any sort, and without regard to whether this

Agreement has terminated or remains in force. The Authority hereby acknowledges,

however, that all documents and other work product provided by the GEC to the

Authority and resulting from the Services performed under this Agreement are intended

by the GEC solely for the use for which they were originally prepared. Notwithstanding

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anything contained herein to the contrary, the GEC shall have no liability for the use by

the Authority of any work product generated by the GEC under this Agreement on any

project other than for the specific purpose and Project for which the work product was

prepared. Any other reuse of such work product without the prior written consent of the

GEC shall be at the sole risk of the Authority.

14. WORK AUTHORIZATIONS.

Work shall be in accordance with the scope, schedule, and budget set forth in each Work

Authorization. The standard form of Work Authorization is attached hereto as Appendix D and

made a part hereof, which standard form may be modified during the term of this Agreement

upon the reasonable request of the Authority. Upon oral directive from the Authority, the GEC

shall prepare the Work Authorization for the specific task, to be submitted for the Authority’s

approval. No work shall begin on the activity until the Work Authorization is approved and fully

executed. The basis for payment on each Work Authorization will be either (i) lump sum, (ii)

cost plus to a maximum, or (iii) billing rate, or some combination of these methods, as stipulated

in the Work Authorization. In no case will the maximum be exceeded without prior written

approval from the Authority. The maximum fee allowable for the performance of Services under

each Work Authorization shall be computed as described in Section 4. The costs associated with

work performed on any Work Authorization will be tracked and reported to the Authority

separately from other work performed by the GEC. The monthly invoice to the Authority will

include a progress summary of the Services performed the previous month on each ongoing

Work Authorization.

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15. SUBLETTING.

The GEC shall not sublet, assign, or transfer any part of the Services or obligations

included in this Agreement without the prior written approval of the Executive Director or his

designee. Responsibility for sublet, assigned or transferred Services shall remain with the GEC.

16. APPEARANCE AS WITNESS AND ATTENDANCE AT MEETINGS.

a. WITNESS. If requested by the Authority or on its behalf, the GEC shall prepare

such engineering or other exhibits and plats as may be requested for all hearings and

trials related to any of the Projects, the Services, or the Authority’s activities generally

and, further, it shall prepare for and appear at conferences at the offices of legal counsel

and shall furnish competent fact engineering witnesses to provide such oral testimony and

to introduce such demonstrative evidence as may be needed throughout all trials and

hearings with reference to any litigation relating to the Projects, the Services, or the

Authority’s activities. Compensation for such activities, if any, shall be as agreed upon,

in writing, by the Authority and the GEC.

b. MEETINGS. At the request of the Authority, the GEC shall provide appropriate

personnel for conferences at its offices, or attend meetings and conferences at (a) the

various offices of the Authority, (b) at the district headquarters or offices of TxDOT, (c)

the offices of the Authority’s legal counsel, (d) at the site of any Project, or (e) any

reasonably convenient location. Without limiting the foregoing, the GEC shall provide

personnel for periodic meetings with underwriters, rating agencies, and other parties

when requested by the Authority. Compensation for such activities, if any, shall be as

agreed upon, in writing, by the Authority and the GEC.

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17. COMPLIANCE WITH LAWS.

The GEC shall comply with all applicable federal, state, and local laws, statutes,

ordinances, rules, regulations, codes and with the orders and decrees of any courts or

administrative bodies or tribunals in any matter affecting the performance under this Agreement,

including, without limitation, workers’ compensation laws, antidiscrimination laws,

environmental laws, minimum and maximum salary and wage statutes and regulations, health

and safety codes, licensing laws and regulations, the Authority’s enabling legislation (Chapter

370 of the Texas Transportation Code), and all amendments and modifications to any of the

foregoing, if any. When requested, the GEC shall furnish the Authority with satisfactory proof

of compliance with said laws, statutes, ordinances, rules, regulations, codes, orders, and decrees

above specified.

18. INSURANCE.

Prior to beginning the Services designated in this Agreement, the GEC shall obtain and

furnish certificates to the Authority for the following minimum amounts of insurance:

a. WORKERS’ COMPENSATION INSURANCE. In accordance with the laws of the

State of Texas and employer’s liability coverage with a limit of not less than $500,000.

b. COMMERCIAL GENERAL LIABILITY INSURANCE. With limits not less than

$1,000,000 for bodily injury, including those resulting in death, and $1,000,000 for

property damage on account of any one occurrence, with an aggregate limit of

$1,000,000.

c. BUSINESS AUTOMOBILE LIABILITY INSURANCE. Applying to owned, non-owned,

and hired automobiles in an amount not less than $5,000,000 combined single limit for

bodily injury, including death, to any one person, and property damage on account of

each occurrence. The required coverage limit may be satisfied through use of an

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umbrella policy otherwise consistent with the terms hereof. This policy, or combination

of policies providing this coverage, shall not contain any limitation with respect to a

radius of operation for any vehicle covered and shall not exclude from the coverage of

the policy any vehicle to be used in connection with the performance of the GEC’s

obligations under this Agreement.

d. VALUABLE PAPERS INSURANCE. In an amount sufficient to assure the full

restoration of any plans, drawings, field notes, logs, test reports, diaries, or other similar

data or materials relating to the Services provided under this Agreement in the event of

their loss or destruction, until such time as the work has been delivered to the Authority.

e. ARCHITECTS AND/OR ENGINEERS PROFESSIONAL LIABILITY INSURANCE. In the

amounts normally carried for its own protection in the practice of providing general

consulting civil engineering services, but in no event less than $5,000,000 per claim and

aggregate. In addition to the coverage required during the Term of this Agreement, upon

termination the GEC shall provide evidence of coverage that extends for a minimum of

three (3) years beyond the GEC’s completion of its Services.

f. UMBRELLA LIABILITY INSURANCE. With a limit of not less than $5,000,000 per

occurrence, and applying in excess over the limits and coverages noted for General

Liability above.

g. GENERAL FOR ALL INSURANCE. The GEC shall promptly, upon execution of this

Agreement, furnish certificates of insurance to the Authority indicating compliance with

the above requirements. Certificates shall indicate the name of the insured, the name of

the insurance company, the name of the agency/agent, the policy number, the term of

coverage, and the limits of coverage as required herein.

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All policies are to be written through companies (a) authorized to transact that

class of insurance in the State of Texas; (b) rated (i), with respect to the companies

providing the insurance under subsections 18.a. through d., above, by A. M. Best

Company as “A-X” or better (or the equivalent rating by another nationally recognized

rating service) and (ii) with respect to the company providing the insurance under

subsection 18.e., a rating by A. M. Best Company or similar rating service satisfactory to

the Authority and/or its insurance consultant; and (c) otherwise acceptable to the

Authority.

All policies are to be written through companies authorized to transact that class

of insurance in the State of Texas.

Such insurance shall be maintained in full force and effect during the life of this

Agreement or for a longer term as may be otherwise provided for hereunder. Insurance

furnished under subsections 18.b., and c., above, shall name the Authority as additional

insured and shall protect the Authority, its officers, employees, directors, agents, and

representatives from claims for damages for bodily injury and death and for damages to

property. Insurance furnished under this subsection 18.e. shall include coverage for

claims to the extent arising from the negligent or willful acts, or failures to act, by the

GEC, its officers, employees, directors, agents, and representatives in the performance of

the Services rendered under this Agreement. Certificates shall also indicate that the

contractual liability assumed in Section 20, below, is included subject to the terms and

conditions of the policies.

The insurance carrier shall include in each of the insurance policies required

under subsections 18.a., b., c., d., and e., the following statement: “This policy will not

be canceled or materially changed during the period of coverage without at least thirty

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(30) days prior written notice addressed to the Alamo Regional Mobility Authority, 233

N. Pecos, Suite 420, San Antonio, Texas 78207, Attn: Executive Director.”

19. RELATIONSHIP BETWEEN THE PARTIES.

Notwithstanding the Authority’s sharing of space with the GEC, the anticipated

collaboration between the personnel of those organizations, or any other circumstances, the

relationship between the Authority and the GEC shall be one of an independent contractor. The

GEC acknowledges and agrees that neither it nor any of its employees, sub consultants, or

subcontractors shall be considered an employee of the Authority for any purpose. The GEC shall

have no authority to enter into any contract binding upon the Authority, or to create any

obligation on behalf of the Authority, without express written authorization from the Chairman

of the Board of Directors of the Authority and only as to such matters which do not require

approval of the Board of Directors. As an independent contractor, neither the GEC nor its

employees shall be entitled to any insurance, pension, or other benefits customarily afforded to

employees of the Authority. Under no circumstances shall the GEC, or its employees, sub

consultants, or subcontractors, represent to suppliers, contractors or any other parties that it is

employed by the Authority or serves the Authority in any capacity other than as an independent

contractor. The GEC shall clearly inform all suppliers, contractors and others that it has no

authority to bind the Authority. Nothing contained in this Agreement shall be deemed or

construed to create a partnership or joint venture, to create the relationship of employee-

employer or principal-agent, or to otherwise create any liability for the Authority whatsoever

with respect to the liabilities, obligations or acts of the GEC, its employees, sub consultants, or

subcontractors, or any other person.

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20. AUTHORITY INDEMNIFIED.

THE GEC SHALL INDEMNIFY AND HOLD HARMLESS THE AUTHORITY

AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AND AGENTS

(WHICH, FOR THE PURPOSES OF THIS AGREEMENT, SHALL INCLUDE THE

AUTHORITY’S GENERAL COUNSEL, BOND COUNSEL, FINANCIAL ADVISORS,

TRAFFIC AND REVENUE ENGINEERING CONSULTANTS, TOLL

OPERATIONS/COLLECTIONS FIRMS, AND UNDERWRITERS) FROM ANY

CLAIMS, COSTS, OR LIABILITIES OF ANY TYPE OR NATURE AND BY OR TO

ANY PERSONS WHOMSOEVER, TO THE EXTENT CAUSED BY THE NEGLIGENT

ACTS, ERRORS, OR OMISSIONS OF THE GEC OR ITS OFFICERS, DIRECTORS,

EMPLOYEES, AND AGENTS WITH RESPECT TO THE GEC’S PERFORMANCE OF

THE WORK TO BE ACCOMPLISHED UNDER THIS AGREEMENT. IN SUCH

EVENT, THE GEC SHALL ALSO INDEMNIFY AND HOLD HARMLESS THE

AUTHORITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AND

AGENTS (AS DEFINED ABOVE) FROM ANY AND ALL REASONABLE AND

NECESSARY EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES,

INCURRED BY THE AUTHORITY IN LITIGATING OR OTHERWISE RESISTING

SAID CLAIMS, COSTS OR LIABILITIES. IN THE EVENT THE AUTHORITY, ITS

OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AND AGENTS (AS

DEFINED ABOVE), IS/ARE FOUND TO BE PARTIALLY AT FAULT, THE GEC

SHALL, NEVERTHELESS, INDEMNIFY THE AUTHORITY FROM AND AGAINST

THE PERCENTAGE OF FAULT ATTRIBUTABLE TO THE GEC OR ITS OFFICERS,

DIRECTORS, EMPLOYEES, AND AGENTS OR TO THEIR CONDUCT.

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Notwithstanding the foregoing, the GEC shall not be responsible for (a) construction

means, methods, techniques, sequences, procedures, or safety precautions and programs in

connection with the Project unless development or oversight of such matters is specifically

assigned to the GEC in a Work Authorization executed by both parties; (b) the failure of any

contractor, subcontractor, vendor, or other Project participant, not under contract to the GEC, to

fulfill contractual responsibilities to the Authority or to comply with federal, state or local laws,

regulations and codes; or (c) procuring permits, certificates and licenses required for any

construction unless such procurement responsibilities are specifically assigned to the GEC in

accordance with this Agreement.

21. DELIVERY OF NOTICES, ETC.

a. NOTICES TO THE AUTHORITY. All written notices, demands, and other papers or

documents to be delivered to the Authority under this Agreement shall be delivered to the

Alamo Regional Mobility Authority, 233 N. Pecos, Suite 420, San Antonio, Texas

78207, Attn: Executive Director, or at such other place or places as it may from time to

time designate by written notice delivered to the GEC.

b. NOTICES TO THE GEC. All written notices, demands, and other papers or

documents to be delivered to the GEC under this Agreement shall be delivered to to

PAPE DAWSON MUNOZ, LLC, 2000 NW Loop 410, San Antonio, Texas 78213 until

a project office is established or at such other place or places as the GEC may designate

by written notice delivered to the Authority.

c. DATE OF DELIVERY. All written notices, demands, and other papers or

documents served upon the Authority or the GEC in the aforesaid manner shall be

deemed served or delivered for all purposes hereunder either (a) three (3) days after the

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U.S. Postal Service’s postmarked date if mailed or (b) immediately upon actual delivery

or refusal of delivery if transmitted by courier or overnight delivery service.

22. REPORTS OF ACCIDENTS, ETC.

Within twenty-four (24) hours after occurrence of any accident or other event which results in, or

might result in, injury to the person or property of any third person (including an employee or

sub consultant or employee of a sub consultant of the GEC) which results from or involves any

action or failure to act of the GEC or any employee, sub consultant, employee of a sub

consultant, or agent of the GEC or which arises in any manner from the performance of this

Agreement, the GEC shall send a written report of such accident or other event to the Authority,

setting forth a full and concise statement of the facts pertaining thereto. The GEC also shall

immediately send the Authority a copy of any summons, subpoena, notice, or other documents

served upon the GEC, its agents, employees, sub consultants, or representatives, or received by it

or them, in connection with any matter before any court arising in any manner from the GEC’s

performance of the Services under this Agreement.

23. AUTHORITY’S ACTS.

Anything to be done under this Agreement by the Authority may be done by such

persons, corporations, firms, or other entities as the Authority may designate.

24. LIMITATIONS.

Notwithstanding anything herein to the contrary, all covenants and obligations of the

Authority under this Agreement shall be deemed to be valid covenants and obligations only to

the extent authorized by Chapter 370 of the Texas Transportation Code and permitted by the

laws and the Constitution of the State of Texas, and no officer, director, or employee of the

Authority shall have any personal obligations or liability thereunder.

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25. CAPTIONS NOT A PART HEREOF.

The captions or subtitles of the several sections, subsections, and divisions of this

Agreement are inserted only as a matter of convenience and for reference, and in no way define,

limit or describe the scope of this Agreement or the scope or content of any of its sections,

subsections, divisions, or other provisions.

26. CONTROLLING LAW, VENUE.

This Agreement shall be governed and construed in accordance with the laws of the State

of Texas. The parties hereto acknowledge that venue is proper in Bexar County, Texas, for all

disputes.

27. TIME OF ESSENCE.

As set forth in Section 6, with respect to any specific delivery or performance date or

other deadline provided hereunder, time is of the essence in the performance of the provisions of

this Agreement and the GEC shall perform the Services with due diligence and as expeditiously

as is consistent with professional skill and care. The GEC acknowledges the importance to the

Authority of the project schedule and will perform its obligations under this Agreement with all

due and reasonable care and in compliance with that schedule. It is understood , however, that

the GEC shall be provided sufficient time to employ sound professional practices, and shall not

be held responsible for delays in performance occasioned by factors beyond the GEC’s

reasonable control and which could not have been foreseen with the exercise of reasonable care.

28. SEVERABILITY.

If any provision of this Agreement, or the application thereof to any person or

circumstance, is rendered or declared illegal for any reason and shall be invalid or unenforceable,

the remainder of this Agreement and the application of such provision to other persons or

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circumstances shall not be affected thereby but shall be enforced to the greatest extent permitted

by applicable law.

29. SUCCESSORS.

This Agreement shall be binding upon and inure to the benefit of the Authority, the GEC,

and their respective heirs, executors, administrators, successors, and permitted assigns.

30. AUTHORIZATION.

Each party to this Agreement represents to the other that it is fully authorized to enter into

this Agreement and to perform its obligations hereunder, and that no waiver, consent, approval,

or authorization from any third party is required to be obtained or made in connection with the

execution, delivery, or performance of this Agreement.

31. INTERPRETATION.

No provision of this Agreement shall be construed against or interpreted to the

disadvantage of any party by any court, other governmental or judicial authority, or arbiter by

reason of such party having or being deemed to have drafted, prepared, structured, or dictated

such provision.

32. CONFLICTS OF INTEREST.

The GEC represents and warrants to the Authority, as of the effective date of this Agreement and

throughout the term hereof, that it, its employees and sub consultants (a) have no financial or

other beneficial interest in any contractor, engineer, product or service evaluated or

recommended by the GEC, except as expressly disclosed in writing to the Authority, (b) shall

discharge their consulting engineering responsibilities under this Agreement professionally,

impartially and independently, and after considering all relevant information related thereto, and

(c) are under no contractual or other restriction or obligation, the compliance with which is

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inconsistent with the execution of this Agreement or the performance of their respective

obligations hereunder.

33. THE COMPLETE AGREEMENT.

This Agreement sets forth the complete agreement between the parties with respect to the

Services and expressly supersedes all other agreements (oral or written) with respect thereto.

IN WITNESS WHEREOF, the parties hereto have signed or have caused their

respective names to be signed to multiple counterparts hereof as of the effective date first above

written.

Authority: GEC:

ALAMO REGIONAL MOBILITY AUTHORITY

By: ________________________________

Name: ______________________________

Title: _______________________________

Date: _______________________________

PAPE DAWSON MUNOZ, LLC

By: _____________________________

Name: ___________________________

Title: ____________________________

Date: ____________________________

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APPENDIX A

SCOPE OF SERVICES

The Scope of Services will be as defined and agreed to by the Authority and GEC in individual Work Authorizations

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AlamoRMA General Engineering Consultant

Employee Position or Job Title Min. Max.Principal-in-Charge $51.50 $129.78Senior Project Manager $44.29 $76.94Deputy Project Manager $44.29 $61.80Tolling ExpertPS&E Manager $46.69 $49.02Environmental Manager $45.67 $47.95Construction Manager $32.96 $45.32Right-of-Way ManagerUtilities ManagerTraffic Operations Manager $43.08 $45.23Maintenance ManagerPublic Involvement ManagerScheduler $44.29 $61.80Senior Engineer $36.40 $47.25Project Engineer $31.69 $34.13Senior Engineering Technician $21.00 $22.00Design Engineer $31.25 $33.57EIT $26.92 $30.26Senior Engineering Technician $30.42 $39.22Engineering Technician $22.52 $24.21PlannerQA/QC Manager $44.29 $61.80Financial AdvisorProject Controls Manager $27.81 $61.80Contract Manager $44.29 $61.80Procurement Manager $44.29 $61.80Construction Engineering and Inspection ManagerConstruction InspectorsSafety ManagerSurvey Manager $64.38 $67.60Project Surveyor $30.16 $47.44Survey Crew (2- to 4-person) $39.18 $63.00Clerical/Administrative $16.48 $25.22Sr Environmental Scientist $24.00 $41.31Environmental Scientist I $19.23 $22.71Archeologist, Principal Investigator $25.00 $44.43Sr Geotechnical Engineer, PE

APPENDIX BPape Dawson Munoz LLC

PROPOSED RATE SCHEDULE: 2015

2015 Hourly Salary Range

ARMA2015RatesGECProposal_PDM 11/17/2014

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Employee Position or Job Title Min MaxPrincipal-in-Charge 147.16 152.18Public Involvement Manager 50.44 56.99Graphic Designer 27.82 31.44Project Assistant 27.82 31.44Event Planner 27.82 31.44Social Media Strategist 27.82 31.44Project Controls 29.33 33.15Clerical/Administrative 21.47 24.26

APPENDIX BSubconsultant_Adisa Communications

PROPOSED RATE SCHEDULE: 2015

2015 Hourly Salary Range

Actual hourly salary rates for employees in the positions/classes shown on the Appendix B are calculated by the individual employee’s annual salary divided 2,080 hours. The 2,080 hours figure arrives from a standard 40 hour work-week times 52 weeks per calendar year.

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AlamoRMA General Engineering Consultant

Employee Position or Job Title Min. Max.

Principal-in-Charge 60.00$ 116.00$

Senior Project Manager 41.00$ 73.00$

Deputy Project Manager 55.00$ 85.00$

Tolling Expert 82.00$ 130.00$

PS&E Manager 41.00$ 73.00$

Environmental Manager 45.00$ 85.00$

Construction Manager 41.00$ 85.00$

Right-of-Way ManagerUtilities Manager 34.00$ 61.00$

Traffic Operations Manager 40.00$ 73.00$

Maintenance Manager 41.00$ 85.00$

Public Involvement ManagerScheduler 50.00$ 87.00$

Senior Engineer 40.00$ 73.00$

Project Engineer 35.00$ 60.00$

Senior Engineering Technician 26.00$ 46.00$

Engineering Technician 22.00$ 36.00$

Planner 30.00$ 60.00$

QA/QC Manager 40.00$ 73.00$

Financial Advisor 62.00$ 116.00$

Project Controls Manager 50.00$ 88.00$

Contract Manager 35.00$ 61.00$

Procurement Manager 50.00$ 88.00$

Construction Engineering and Inspection Manager 50.00$ 88.00$

Construction Inspectors 30.00$ 53.00$

Safety Manager 34.00$ 61.00$

Project SurveyorSurvey Crew (2- to 4-person)Clerical/Administrative 21.00$ 35.00$

APPENDIX BSubconsultant AECOM

PROPOSED RATE SCHEDULE: 2015

Actual hourly salary rates for employees in the positions/classes shown on the Appendix B are calculated by the individual employee’s annual salary divided 2,080 hours. The 2,080 hours figure arrives from a standard 40 hour work-week times 52 weeks per calendar year.

2015 Hourly Salary Range

ARMA2015RatesGECProposal_AECOM 11/17/2014

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AlamoRMA General Engineering Consultant

Employee Position or Job Title Min. Max.Principal-in-ChargeSenior Project ManagerDeputy Project ManagerTolling ExpertPS&E ManagerEnvironmental ManagerConstruction ManagerRight-of-Way Manager $55.00 $62.50Utilities ManagerTraffic Operations ManagerMaintenance ManagerPublic Involvement ManagerSchedulerSenior EngineerProject EngineerSenior Engineering TechnicianEngineering TechnicianPlannerQA/QC ManagerFinancial AdvisorProject Controls ManagerContract ManagerProcurement ManagerConstruction Engineering and Inspection ManagerConstruction InspectorsSafety ManagerProject SurveyorSurvey Crew (2- to 4-person)Clerical/Administrative $35.00 $42.50

APPENDIX BSubconsultant: ARDAGA

PROPOSED RATE SCHEDULE: 2015

Actual hourly salary rates for employees in the positions/classes shown on the Appendix B are calculated by the individual employee’s annual salary divided 2,080 hours. The 2,080 hours figure arrives from a standard 40 hour work-week times 52 weeks per calendar year.

2015 Hourly Salary Range

ARMA2015RatesGECProposal_ARDAGA 11/17/2014

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AlamoRMA General Engineering Consultant

Employee Position or Job Title Min. Max.Principal-in-ChargeSenior Project ManagerDeputy Project ManagerTolling ExpertPS&E ManagerEnvironmental ManagerConstruction Manager 55.29$ 62.50$ Right-of-Way ManagerUtilities ManagerTraffic Operations ManagerMaintenance ManagerPublic Involvement ManagerSchedulerSenior EngineerProject EngineerSenior Engineering TechnicianEngineering TechnicianPlannerQA/QC Manager 48.08$ 55.29$ Financial AdvisorProject Controls ManagerContract ManagerProcurement ManagerConstruction Engineering and Inspection Manager 48.00$ 55.00$ Construction Inspectors 36.06$ 44.87$ Safety Manager 52.88$ 70.00$ Project SurveyorSurvey Crew (2- to 4-person)Clerical/Administrative 22.50$ 30.00$

APPENDIX BSubconsultant:_Foster CM Group

PROPOSED RATE SCHEDULE: 2015

Actual hourly salary rates for employees in the positions/classes shown on the Appendix B are calculated by the individual employee’s annual salary divided 2,080 hours. The 2,080 hours figure arrives from a standard 40 hour work-week times 52 weeks per calendar year.

2015 Hourly Salary Range

ARMA2015RatesGEC.PD.Proposal_FosterCM 11/17/2014

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AlamoRMA General Engineering Consultant

Employee Position or Job Title Min. Max.

Principal-in-ChargeSenior Project ManagerDeputy Project ManagerTolling ExpertPS&E Manager $48.50 $52.50Environmental ManagerConstruction Manager $34.00 $36.00Right-of-Way ManagerUtilities Manager $35.00 $38.00Traffic Operations ManagerMaintenance ManagerPublic Involvement ManagerSchedulerSenior Engineer $44.50 $45.50Project Engineer $38.50 $40.50Senior Engineering Technician $18.00 $20.00Engineering TechnicianPlannerQA/QC ManagerFinancial AdvisorProject Controls ManagerContract ManagerProcurement ManagerConstruction Engineering and Inspection Manager $28.00 $32.00Construction Inspectors $22.00 $26.00Safety ManagerProject SurveyorSurvey Crew (2- to 4-person)Clerical/Administrative

APPENDIX B

Subconsultant: GGC Engineers, Inc.

PROPOSED RATE SCHEDULE: 2015

Actual hourly salary rates for employees in the positions/classes shown on the Appendix B are calculated by the individual employee’s annual salary divided 2,080 hours. The 2,080 hours figure arrives from a standard 40 hour work-week times 52 weeks per calendar year.

2015 Hourly Salary Range

ARMA2015RatesGECProposal_subs.xls Page 1 of 1December 2007

Revised: February 2008

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AlamoRMA General Engineering Consultant

Employee Position or Job Title Min. Max.Principal-in-Charge $78.75Senior Project Manager $72.45Deputy Project Manager $65.10Tolling ExpertPS&E Manager $65.10Environmental ManagerConstruction ManagerRight-of-Way ManagerUtilities Manager $72.45Traffic Operations ManagerMaintenance ManagerPublic Involvement ManagerSchedulerSenior Engineer $56.70Project Engineer $45.15Design Engineer $38.85EIT $36.75Senior Engineering Technician $37.80Engineering Technician $29.40PlannerQA/QC Manager 72.45Financial AdvisorProject Controls ManagerContract ManagerProcurement ManagerConstruction Engineering and Inspection ManagerConstruction InspectorsSafety ManagerProject SurveyorSurvey Crew (2- to 4-person)Clerical/Administrative $17.85

APPENDIX BSubconsultant__OMEGA Engineers, Inc.

PROPOSED RATE SCHEDULE: 2015

Actual hourly salary rates for employees in the positions/classes shown on the Appendix B are calculated by the individual employee’s annual salary divided 2,080 hours. The 2,080 hours figure arrives from a standard 40 hour work-week times 52 weeks per calendar year.

2015 Hourly Salary Range

ARMA2015RatesGECProposal_OMEGA 11/17/2014

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AlamoRMA General Engineering Consultant

Employee Position or Job Title Min. Max.

Principal-in-Charge $50.80 $54.08

Project Manager $50.80 $54.08

Professional Engineer $44.45 $54.08

CADD Technician $25.00 $41.58

Field Manager $32.80 $40.83

Field Supervisor $24.44 $35.44

Field Technician $14.00 $27.30

Flagperson $12.00 $15.75

Records Research $18.15 $34.01

Clerical/Administrative $18.15 $32.76

Note: Rates submitted to Pape-Dawson Engineers, Inc. for Alamo RMA CEC Contract

APPENDIX BSubconsultant___SO-DEEP, INC.__PROPOSED RATE SCHEDULE: 2015

Actual hourly salary rates for employees in the positions/classes shown on the Appendix B are calculated by the individual employee’s annual salary divided 2,080 hours. The 2,080 hours figure arrives from a standard 40 hour work-week times 52 weeks per calendar year.

2015 Hourly Salary Range

ARMA2015RatesGECProposal_SoDeep.xls 11/17/2014

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AlamoRMA General Engineering Consultant

Employee Position or Job Title Min. Max.Principal-in-Charge $68.65 $72.15Senior Project ManagerDeputy Project ManagerTolling ExpertPS&E ManagerEnvironmental Manager $48.60 $57.45Construction ManagerRight-of-Way ManagerUtilities ManagerTraffic Operations ManagerMaintenance ManagerPublic Involvement ManagerSchedulerSenior EngineerProject EngineerSenior Engineering Technician $21.00 $22.00Engineering Technician $16.25 $19.95PlannerQA/QC ManagerFinancial AdvisorProject Controls ManagerContract ManagerProcurement ManagerConstruction Engineering and Inspection ManagerConstruction InspectorsSafety ManagerProject SurveyorSurvey Crew (2- to 4-person)Clerical/Administrative $16.80 $17.85Environmental Scientist I $23.89 $27.05Archeologist, Principal Investigator $30.25 $34.50Sr Geotechnical Engineer, PE $59.13 $62.70

APPENDIX BSubconsultant:_TERRACON

PROPOSED RATE SCHEDULE: 2015

2015 Hourly Salary Range

ARMA2015RatesGECProposal_Terracon 11/17/2014

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APPENDIX C

KEY PERSONNEL

Title GEC Employee

Senior Project Manager

Principal-in-Charge

Deputy Project Manager

Tolling Expert

PS&E Manager

James A. Lutz, P.E., Pape Dawson Munoz

K. Stephen Bonnette, P.E., Pape Dawson Munoz

Anna C. Salvagin, AECOM

James J. Eden, AECOM

Daniel Thoma, P.E., LEED AP, Pape Dawson Munoz

Environmental Manager

Construction Manager

ROW Manager

Utilities Manager

Traffic Operations

Maintenance Manager

Valerie Collins, Pape Dawson Munoz

Robert Brent Patterson, P.E., AECOM

Arthur D. Galvan, Ardaga

Justin M. Cain, P.E., Omega

Markus J. Hillje, P.E., Pape Dawson Munoz

Jose Ramirez, P.E., AECOM

Public Involvement Manager Shuronda Robinson, Adisa

Scheduler Frank Perricelli, P.E., AECOM

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APPENDIX D

WORK AUTHORIZATION

WORK AUTHORIZATION NO. ____

This Work Authorization is made as of this _____ day of __________, _______, under the terms and conditions established in the AGREEMENT FOR GENERAL CONSULTING ENGINEERING SERVICES, dated as of __________, 2014 (the “Agreement”), between the ALAMO REGIONAL MOBILITY AUTHORITY (“Authority”) and PAPE DAWSON MUNOZ, LLC (“GEC”). This Work Authorization is made for the following purpose, consistent with the services defined in the Agreement:

[Brief description of the Project elements to which this Work Authorization applies]

Section A. - Scope of Services A.1. GEC shall perform the following Services:

[Enter description of the Scope of Services here for which this Work Authorization applies, or make reference to an attached Appendix]

A.2. The following Services are not included in this Work Authorization, but shall be provided as Additional Services if authorized or confirmed in writing by the Authority.

A.3. In conjunction with the performance of the foregoing Services, GEC shall provide the following submittals/deliverables (Documents) to the Authority:

Section B. - Schedule GEC shall perform the Services and deliver the related Documents (if any) according to the following schedule:

Section C. - Compensation C.1. In return for the performance of the foregoing obligations, the Authority shall pay to the GEC the amount not to exceed $ _____________, based on the attached fee estimate. Compensation shall be in accordance with the Agreement.

C.2. Compensation for Additional Services (if any) shall be paid by the Authority to the GEC according to the terms of a future Work Authorization.

Section D. - Authority’s Responsibilities The Authority shall perform and/or provide the following in a timely manner so as not to delay the Services of the GEC. Unless otherwise provided in this Work Authorization, the Authority shall bear all costs incident to compliance with the following:

Section E. - Other Provisions The parties agree to the following provisions with respect to this specific Work Authorization:

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Except to the extent expressly modified herein, all terms and conditions of the Agreement shall continue in full force and effect.

Authority: GEC:

ALAMO REGIONAL MOBILITY AUTHORITY

By: ________________________________

Name: ______________________________

Title: _______________________________

Date: _______________________________

PAPE DAWSON MUNOZ, LLC

By: _____________________________

Name: ___________________________

Title: ____________________________

Date: ____________________________

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Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, November 20, 2014 Agenda Item 7: Discussion and appropriate action regarding approval of the Underwriter Request for Qualifications. Approval of this item allows the Alamo RMA to solicit proposals from qualified firms to provide financial underwriting services. Through the Request for Qualifications (RFQ) process, it is the intent of the Alamo RMA to select a pre-qualified pool of firms. The purpose of the financial underwriting pool is to allow the Alamo RMA Board to more quickly respond to changing market conditions by selecting an underwriter(s) without the three to four week delay that is often needed to qualify and select underwriters. It should be noted that inclusion of any firm in the pre-qualified pool does not guarantee that any particular firm will be used as a financial underwriter for Alamo RMA debt issuances. Under the current draft of the RFQ, proposals are due December 5th, 2014, and oral presentations and/or discussions regarding the firms will be held on the December 18th Board meeting.

BOARD OF DIRECTORS JOHN CLAMP CHAIR

GAVINO RAMOS VICE CHAIR

REYNALDO L. DIAZ, JR. SECRETARY/TREASURER

TOMMY CALVERT, JR. RAMIRO CAVAZOS

JOHN MONTFORD DAVID STARR

DAVID SMITH EXECUTIVE DIRECTOR

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Request For Qualifications To Provide Investment Banking Underwriting

Services To The Alamo Regional Mobility Authority

DRAFT

November 20, 2014

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ALAMO REGIONAL MOBILITY AUTHORITY

REQUEST FOR QUALIFICATIONS ("RFQ") FOR INVESTMENT BANKING SERVICES

GENERAL The Alamo Regional Mobility Authority (the “Alamo RMA”), a regional mobility authority and political subdivision of the State of Texas governed by the provisions of Texas Transportation Code, Chapter 370, is releasing this Request for Qualifications ("RFQ") to solicit proposals from qualified firms to provide financial underwriting and investment banking services ("FUIBS") to the Alamo RMA. FUIBS means those services required to be performed by a financial institution that will successfully result in a total project financing. This includes the underwriting, sale and delivery of investment grade, non-investment grade bonds, and/or unrated tax-exempt and taxable bonds, placement of bonds with lending institutions, negotiating the placement, price, terms and conditions of loans with lending institutions and other investors, assisting the Alamo RMA and Financial Advisor, providing expertise, guidance, quantitative analysis and solutions to realize a successful structured financing, and providing expertise and guidance on the use of various financing tools, i.e., current interest bonds, capital appreciation bonds ("CABS"), convertible CABS, put bonds, forward delivery bonds, variable rate debt, derivative products and other products that may be used in a structured financing. The firm or firms selected to provide these services will be part of the Alamo RMA’s finance team (generally comprised of Alamo RMA staff, financial advisor, bond counsel, general counsel, traffic and revenue engineers, and general engineering consultant). This team will be responsible for developing, designing, structuring and negotiating an initial financing package to fund the construction of highway capital improvements for projects being considered by the Alamo RMA. Other services will include, but are not limited to, debt and equity financial design, structure and analyses required to finance roads, evaluation and presentation of financing options, provision of credit market information, preparation of offering documents, and advice and assistance with the structuring, marketing, issuance, sale, and delivery of debt and equity instruments. For a more complete description of the services please refer to the section of this RFQ entitled "SCOPE OF SERVICES" herein. Through the RFQ process, it is the intent of the Alamo RMA to select a pre-qualified pool of firms to serve in the capacity of senior, co-senior and co-managing underwriters. The pre-qualified pool of underwriting firms will be in effect for five years from the date of Alamo RMA Board approval on December 18, 2014, with two (2) one-year options to extend the composition of the pool. At the discretion of the Alamo RMA, the composition and role of underwriters for subsequent financings during the five year term may be changed by reappointment of senior, co-senior and co-managing underwriters from the pre-qualified pool of underwriting firms. SCOPE OF SERVICES: Services for Project Financing The scope of services will apply to total project finance and should not be thought of as strictly a bond financing. Services will include, but are not limited to: (1) traditional municipal/governmental tax-exempt and taxable debt issuances; (2) presentations to credit rating agencies; (3) presentations to credit enhancement entities; (4) financial analysis, cash flow modeling, and debt modeling; (5) coordination with other consultants, entities and finance team members; (6) representing the Alamo RMA and making presentations to the Texas Department of Transportation (TxDOT), Federal Highway Administration, (FHWA), and other entities; (7) attending and participating in various meetings; (8) non-traditional services to sell and/or place tax-exempt and taxable debt instruments; (9) non-traditional

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services pertaining to loan agreements entered into with lending institutions; (10) long-term financial modeling; (11) assistance in the preparation of offering documents; (12) providing the criteria and means by which offering documents are distributed and made available to the public by electronic means; (13) coordinating with and incorporating results produced by other finance team members into the plan of finance; (14) providing updates and recommendations on financial market conditions; (15) assisting with the preparation of final documents; (16) assisting with finance closings; and (17) providing other services that may be needed.

Credit and Financial Risk Analysis The Alamo RMA is interested in building projects that support and add value to an overall system. In order to develop this system it is important to consider various risks that might be encountered. When considering Credit Risk it is interested in obtaining input from firms in order to best develop an overall plan of finance that will best enable not only each project, but also the system as a whole. Part of this process will consider various lien levels and credit support mechanisms that could further leverage the overall system. Additionally, the Alamo RMA will need to perform the necessary financial analysis to understand the level of risk associated with any contemplated financing along with credit impact.

The selection of the pre-qualified underwriter pool will require firms to demonstrate their: (1) capability to underwrite investment grade, non-investment grade, and non-rated tax-exempt and taxable bonds; (2) experience in the placement of debt with lenders and/or investors; (3) experience and working relationships with lending institutions; (4) negotiating experience with lending institutions and/or investors; and (5) experience and quantitative capability to develop and design a structured project financing. RESPONSES TO THE RFQ SHALL INCLUDE THE FOLLOWING INFORMATION:

PROPOSAL CONTENT The Review and Evaluation Committee will utilize the information provided in response to the questions listed below to evaluate proposals. Responses to questions should be specifically addressed. Utilization of existing brochures, pamphlets and information items is not an acceptable form of response. Failure to respond to a question may result in a proposal being deemed nonresponsive and therefore not considered in the selection process.

1. Name and address of the Respondent, as well as a brief description of the firm and its history.

2. A description of the firm's qualifications with emphasis on toll road financing. Include in the response the firm's and the assigned individual's years of experience and qualifications.

3. Provide a list of your firm's toll road financing transactions in which your firm has served as the senior, co-senior, or co- managing underwriter since January 2009.

4. Provide the firm’s senior managed surface transportation rankings nationally and in Texas from 2004-2014.

5. Provide the firm’s Senior managed toll, turnpike, toll bridge, and tunnel financing, rankings and dollar amount and number, nationally and in Texas from 2004-2014.

6. Describe the firm’s experience with TIFIA. Include the number of projects, the number and amount of the TIFIA loans and other debt as follows:

a. From 2008 to current for the TIFIA program b. From October 2012 to current (when the amendments on MAP-21 took effect) c. The number of TIFIA BAN Financings as senior manager completed since 2008, include

the amount.

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7. Indicate the number of toll projects the firm has senior managed.

8. Indicate the number of Pass-Through Toll Financing Agreements with TxDOT the firm has

worked on.

9. Firms with limited toll road experience may list other transportation revenue financings, "BBB" credit revenue bonds, below investment grade revenue bonds, unrated revenue bonds, and Vehicle Registration Fee (“VRF”) bonds. Explain how your experience can assist the Alamo RMA's financing effort.

10. Describe the firm’s quantitative capabilities and the quantitative professionals that will be assigned to the Alamo RMA and their location.  

11. Provide a summary of the scope of the firm’s overall marketing and distribution capabilities. Include specifically the number of individuals involved in the pricing and sales and the location of these individuals and the pricing desk. Also, include a description of the firm’s secondary market trading desk and its location.  

12. Describe how the firm markets bonds, including pre-sale activities and inclusion of co-managers.  

13. Describe the firm’s marketing strengths in terms of retail and/or institutional investors. Provide a list of all institutional and retail sales offices and their locations.

14. Indicate whether the firm is a disadvantaged business enterprise "DBE" or “MWBE” Minority/Woman Owned Business Enterprise if applicable. If so, provide supporting documentation including evidence of certification.

15. Provide a brief description of the firm's capital structure to include total capital, equity, net capital and excess capital.

16. Explain changes that have occurred within the firm over the last six months regarding staffing, capital, organizational structure, as well as future changes you expect may occur.

17. Provide a copy of the firm’s most recent audited financial statements.

18. Disclose any litigation (including any formal administrative proceedings) in which the firm is currently involved or has been involved in since 2008. Indicate the current status or disposition of such litigation or proceedings.

19. Has your firm or any person in your firm to be assigned to work with the Alamo RMA been: (i) indicted or convicted of a felony or misdemeanor greater than a Class C in the last five (5) years; (ii) terminated (for cause or otherwise) from any work being performed for the Alamo RMA or any other Federal, State or Local Government, or private entity; (iii) involved in any claim or litigation with the County or any other Federal, State or Local Government, or private entity during the last ten (10) years? If you answered "yes" to any of the questions in this item, please indicate the name(s) of the person(s), the nature, and the status and/or outcome of the indictment, conviction, termination, claim or litigation, as applicable.

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20. Provide any other information that your team may deem applicable to the Alamo RMA but has not been directly requested in this RFQ.

21. Discuss any suggestions regarding new or innovative financing techniques, which should be considered by the Alamo RMA. Your response should demonstrate your familiarity with the Alamo RMA and its potential future financings.

22. Discuss your knowledge of and recommendations for future recommendations for future bond issuances utilizing such revenue streams as vehicle registration fees, Transportation Reinvestment Zones, and other possible financing idea the proposer has developed and would like to submit for consideration.

EVALUATION CRITERIA AND SCORING The Review and Evaluation Committee will evaluate proposals according to the aforementioned criteria which is summarized in the table below. A total of 100 points will be scored.

Criteria Points Qualifications and Experience 45 Quantitative and Distribution Capabilities 30 Disadvantaged Business Enterprise 10 Firm's Capital 15 Total  100

TIMELINE Below are the approximate dates that the Alamo RMA expects to follow for key events.

RFQ Release Date November 21, 2014

Proposal Due Date December 5, 2014

Oral Presentations / Final Evaluation December 18, 2014 Alamo RMA Board Approval January 15, 2015 PROPOSAL FORMAT: Respondents must provide a complete answer to all questions set forth in this RFQ and provide all exhibits and required attachments. Utilization of existing brochures, pamphlets and information items is an acceptable form of response to a question only if such material specifically addresses the questions and does not require interpretation or evaluation to form a conclusion. Failure to respond to any question or complete and return the attached forms as requested in this RFQ may result in a proposal being deemed nonresponsive and therefore not considered in the selection process. Required Attachments: (1) a copy of Respondent's most recent audited financial statements; (2) all Conflicts of Interest Forms; and (3) completed Exhibit I. SELECTION PROCESS: The Alamo RMA reserves the right to interview s o m e o r a l l o f t h e respondents or may select directly from the qualified respondents that submit proposals. Scoring of the proposals will be based on the criteria above. Final scoring will occur following interviews (if any interviews are conducted). The Board of Directors is anticipated to make the final selection of respondents at its regularly scheduled meeting on January 15, 2015 at 3:00 p.m., however the board is not required to do so at that time. Selection only pertains to inclusion on an

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underwriting pool available for use by Alamo RMA on specific transaction. The role (if any) that a firm might play in those transactions (i.e., senior manager, co-manager, etc.) will be determined in connection with a specific transaction. Inclusion in the pool does not guarantee a selected firm of the right to participate in an Alamo RMA transaction. LICENSING, CERTIFICATION AND TRAINING: Respondent, by submitting a proposal, warrants that he, she or its entity has the requisite licenses, certifications and training to perform the services listed herein. COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS: Selected Respondent agrees that while in the performance of duties, obligations and covenants under contract, it shall comply with all applicable federal, state and local laws, rules and regulations.

CONFLICTS OF INTEREST: Respondents must disclose conflicts of interest by identifying each and every matter in which the respondent has, within the past three calendar years, represented any entity or individual with an interest adverse to the Alamo RMA, FHWA, or the Texas Department of Transportation, or to the State of Texas or any of its boards, agencies, commissions, universities, elected or appointed officials, or Bexar County. Pursuant to Chapter 176 of the Texas Local Government Code, Disclosure of Certain Relationships with Local Government Officers, the Texas Ethics Commission has created a draft disclosure questionnaire to be completed by vendors. The disclosure requirement a p p l i e s to a person who contracts or seeks to contract for the sale or purchase of property, goods or services with a local governmental entity. The CONFLICT OF INTEREST QUESTIONNAIRE (FORM CIQ) which is available at http://www.ethics.state.tx.us/forms/CIQ.pdf An updated CONFLICT OF INTEREST QUESTIONNAIRE (FORM CIQ) shall be submitted as part of the Proposal. CERTIFICATION REGARDING DEBARMENT: The Proposal shall include Exhibit I, regarding debarment, suspension, ineligibility and voluntary exclusion, for the Respondent. LITIGATION AND REGULATORY COMPLIANCE

Over the past five (5) years, please indicate whether the responder, any of its affiliates or its parent, or any officer or principal has been involved in any material litigation, administrative proceedings, violation of or investigation for failing to conform with any regulatory agency's (including, without limitation, SEC, MSRB, NASD, NYSE, or Texas Bond Review Board ) rules, regulations, and/or applicable law. If so, list all such proceedings, provide an explanation, and indicate the current status of each. Summarize negotiated or judicial resolutions to each, if any. If selected to be included in the Alamo RMA’s underwriting pool, firms shall disclose such investigations to the Alamo RMA within 30 days after a notice of such action or investigation has been issued by any such regulatory body and/or court. Failure to do so shall be sufficient grounds for the Alamo RMA to sever its relationship with the firm and to bar the firm from being considered for future engagements by the Alamo RMA. Information provided in response to this Section may be included in an appendix and will not be included in the page count limitation.

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COST OF RESPONSES All costs directly or indirectly related to preparation of a response to this RFQ, and any later oral interviews and presentations required to supplement and/or clarify the RFQ response, in negotiating a letter of engagement, or in submitting a price proposal which may be requested by the Alamo RMA shall be the sole responsibility of and shall be borne by responders.

RESPONDERS ACKNOWLEDGEMENT All written, printed, and electronic correspondence related to this RFQ and all printed materials, exhibits, brochures, appendices, photographs, graphs, charts, and reports submitted as a part of the response to this RFQ are, upon receipt by the Alamo RMA, the property of the Alamo RMA and may not be returned to the responders. By submitting a response to this RFQ, each responder unequivocally acknowledges that the responder has read and fully understands this RFQ, and that the responder has asked questions and received satisfactory answers from the Alamo RMA regarding any provision of this RFQ with regard to which the responder desired clarification. RIGHTS RESERVED BY THE ALAMO RMA EXERCISABLE IN ITS SOLE JUDGMENT AND DISCRETION The Alamo RMA reserves the rights with respect to this RFQ to:

1. Cancel this RFQ in whole or in part at any time without incurring any cost obligations. 2. Reject any and all responses received at any time. 3. Modify all dates set or projected. 4. Terminate evaluation of responses to this RFQ. 5. Issue addenda, supplements, modifications, and clarifications. 6. Seek or obtain data and advice from any source that has the potential to enhance the Alamo

RMA's comprehension and evaluations of the responses. 7. Exercise all rights available under applicable state and federal laws.

QUESTIONS CONCERNING RFQ: Respondents are responsible for monitoring the Bexar County Purchasing website (www.bexar.org/purchasing) for updates and information concerning this RFQ. All questions concerning this RFQ or the process for procuring the requested services must be submitted in writing (or via email) to the contact person designated below not later than 5 p.m., Central Time, November 28, 2014 and answers will be posted on the Bexar County website. The Alamo RMA reserves the right to summarize questions, combine similar questions, decline to answer questions, or to modify the content of questions to protect the identity of the requestor or as is otherwise deemed to be in the best interest of the Alamo RMA. ANTI-LOBBYING: Interested parties are prohibited from any contact with Alamo RMA Board Members and staff (except the Contact Person) prior to the submittal deadline. Violation of this prohibition is grounds for disqualification from participation in this procurement. The Contact Person for all inquiries concerning this RFQ is: Daniel Garza, Bexar County, Purchasing Agent. Questions may be submitted via email to [email protected] or via U.S. Mail to:

Alamo Regional Mobility Authority C/O Bexar County Purchasing Department

233 N. Pecos, Suite 320 San Antonio, Texas 78207

Attn: Daniel Garza

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RELEASE OF INFORMATION AND OPEN RECORDS: All proposals, once submitted, are deemed to be the property of the Alamo RMA. Response documents may be subject to public disclosure under the Texas Public Information Act ("PIA"). Any material deemed to be proprietary, confidential, or otherwise exempt from disclosure under the PIA must be clearly marked as such. If a PIA request is received during the pendency of this procurement that might cover all or part of an RFQ response, the Alamo RMA will attempt to notify the respondent. DELIVERY AND DEADLINE FOR SUBMISSION OF RESPONSES: The proposal shall be in letter format not to exceed twenty (25) pages (double sided counts as two pages, 11 point font on 8 1/2 x 11 paper), exclusive of the cover letter (limited to 2 pages), resumes, exhibits, and appendices. To be considered, the firm submitting the proposal shall submit one (1) original and ten (10) copies of the proposal. All proposals must be received by 4:00p.m., Central Time, December 5, 2014 by physical delivery at the following address:

Alamo Regional Mobility Authority C/O Bexar County Purchasing Department

233 N. Pecos, Suite 320 San Antonio, Texas 78207

Attn: Daniel Garza

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EXHIBIT I

TITLE 49, CODE OF FEDERAL REGULATIONS, PART 29 DEBARMENT AND SUSPENSION CERTIFICATION

The undersigned, under penalty of perjury, certifies that, except as noted below, he/she or any other person associated therewith in the capacity of owner, partner, director, officer, manager: • is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; • has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency within the past 3 years; • does not have a proposed debarment pending; and • has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any manner involving fraud or official misconduct within the past 3 years. If there are any exceptions to this certification, insert the exceptions in the following space. Exceptions will not necessarily result in denial of award, but will be considered in determining bidder responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action. Note: Providing false information may result in criminal prosecution or administrative sanctions. Date: _____________

Signature Title

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GENERAL MEETING OF THE BOARD OF DIRECTORS OF THEALAMO REGIONAL MOBILITY AUTHORITY RESOLUTION NO. _______

WHEREAS, the Alamo Regional Mobility Authority ("Alamo RMA") was created pursuant to the request of Bexar County and in accordance with provisions of the Transportation Code and the petition and approval process established in 43 TEX. ADMIN. CODE§ 26.01, et. seq. (the "RMA Rules"); and WHEREAS, the Board of Directors of the Alamo RMA has been constituted in accordance with the Transportation Code and the RMA Rules; and WHEREAS, pursuant to Chapter 370 of the Transportation Code and the Alamo RMA's Procurement Policies, the Alamo RMA is authorized to procure investment banking services; and WHEREAS, §6 of the Alamo RMA's Procurement Policies sets forth the process by which the Alamo RMA may solicit proposals relating to the procurement of professional services through the issuance of a request for qualifications ("RFQ"); and WHEREAS, the Alamo RMA Board of Directors desires to authorize the issuance of an RFQ to solicit proposals to provide the Alamo RMA with investment banking services. NOW THEREFORE, BE IT RESOLVED, that the Board of Directors of the Alamo RMA hereby authorizes its staff to issue an RFQ for the procurement of investment banking services for the Alamo RMA; and BE IT FURTHER RESOLVED, that the staff of the Alamo RMA is directed to take such other actions as necessary to implement a process, consistent with §6 of the Alamo RMA Procurement Policies, to review the RFQ responses received, assess such responses based on the criteria identified in the RFQ, and prepare a recommendation to the Board of Directors. Adopted by the Board of Directors of the Alamo Regional Mobility Authority on the 20th day of November of 2014. Submitted and reviewed by: Approved: David L. Smith John Clamp Chairman, Board of Directors Executive Director for the Alamo RMA Resolution Number ____ Date Passed 11/20/14  

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Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, November 20, 2014 Agenda Item 8: Citizen’s Communications

Citizens must sign the register to speak.

BOARD OF DIRECTORS JOHN CLAMP CHAIR

GAVINO RAMOS VICE CHAIR REYNALDO L. DIAZ, JR. SECRETARY/TREASURER TOMMY CALVERT, JR. RAMIRO CAVAZOS

JOHN MONTFORD DAVID STARR

DAVID SMITH EXECUTIVE DIRECTOR

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Board Memorandum To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, November 20, 2014 Agenda Item 9: Executive Session

Pursuant to Chapter 551, Subchapter D, Texas Government Code At any time during the meeting of the Alamo RMA Board of Directors, the Board may meet in executive session for consultation concerning attorney-client matters (real estate, litigation, contracts, personnel, and security) under Chapter 551 of the Texas Government Code.

A. Subsection 551.071(1). Consultation with Attorney - Consultation with, and advice from legal counsel concerning pending/contemplated litigation, including but not limited to Aquifer Guardians in Urban Areas v. United States Federal Highway Administration et. al, settlement offers and negotiations, and other legal issues.

B. Section 551.074. Personnel Matters - Deliberation concerning the appointment, employment, reassignment, evaluation, duties, discipline, and/or dismissal of personnel.

C. Section 551.072. Deliberation Regarding Real Property - Discussion of real property purchase, exchange, lease, license, gift, donation, and/or negotiated settlement, including property to be acquired for right-of-way.

BOARD OF DIRECTORS JOHN CLAMP CHAIR

GAVINO RAMOS VICE CHAIR

REYNALDO L. DIAZ, JR. SECRETARY/TREASURER TOMMY CALVERT, JR. RAMIRO CAVAZOS

JOHN MONTFORD DAVID STARR

DAVID SMITH EXECUTIVE DIRECTOR

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