Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

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Transcript of Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

Page 1: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

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Page 2: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

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Page 3: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

 BOARD OF DIRECTORS

JOHN CLAMP

CHAIR

GAVINO RAMOS DAVID STARR

VICE CHAIR SECRETARY/TREASURER

LOU MILLER RAMIRO CAVAZOS JOHN MONTFORD WALTER SERNA

DAVID SMITH

EXECUTIVE DIRECTOR

 Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 2: Swearing-In of James Conrad “Rad” Weaver as the Presiding Officer of the Alamo Regional Mobility Authority.

Swearing-in of James Conrad “Rad” Weaver as the Presiding Officer of the Alamo Regional Mobility Authority for a term of office to expire on February 1, 2018.

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Page 4: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

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Fiscal Assessment Applicable: ☐Yes ☒ No Type: ☐ Revenue ☐ Expense Category: ☐ Project ☐ Indirect ☐ Other: _______________ Funding Source: N/A Dollar Amount Associated with Item: N/A Current Budget Amount : N/A

Coordinated by: Chris Trevino Verified by: Renee Green

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

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Page 5: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

 BOARD OF DIRECTORS

JOHN CLAMP

CHAIR

GAVINO RAMOS DAVID STARR

VICE CHAIR SECRETARY/TREASURER

LOU MILLER RAMIRO CAVAZOS JOHN MONTFORD WALTER SERNA

DAVID SMITH

EXECUTIVE DIRECTOR

 Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 3: Approval of minutes from the Board of Directors Meeting on February 24, 2016.

Alamo RMA staff requests appropriate action regarding approval of the minutes from the February 24, 2016 Board of Directors Meeting.

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Page 6: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

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Fiscal Assessment Applicable: ☐Yes ☒ No Type: ☐ Revenue ☐ Expense Category: ☐ Project ☐ Indirect ☐ Other: _______________ Funding Source: N/A Dollar Amount Associated with Item: N/A Current Budget Amount : N/A

Coordinated by: Chris Trevino Verified by: Renee Green

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

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Page 7: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

Alamo RMA Board of Directors Meeting Minutes for February 24, 2016 Page 1 of 4

BOARD MEETING Thursday, February 24, 2016 11:30 a.m.

Paul Elizondo Tower – 10th Floor 101 West Nueva Street

San Antonio, Texas 78205

Minutes 1. Call meeting to order.

Vice Chairman Gavino Ramos called the meeting to order at 11:44 a.m. Members present:Gavino Ramos, Baltazar Serna, John Montford, Ramiro Cavazos, David Starr, and John Clampwho arrived during the meeting. Members absent: Lou Miller.

2. Approval of minutes from the Regular Board of Directors Meeting of January 28, 2016.

A motion was presented by D. Starr, seconded by R. Cavazos, which motion was voted on as follows: D. Starr, R. Cavazos, G. Ramos, B. Serna, Jr., and J. Montford voting “Aye”. The motion was approved.

Gavino Ramos requested to suspend regular order of business and consider agenda item 6 at this time.

6. Discussion and appropriate action regarding the selection of Senior Manager(s) for theissuance of Vehicle Registration Fee Revenue Bonds, Series 2016.

At the January 28, 2016 Board meeting, the Board members approved the members of theUnderwriting Syndicate as follows:

Citigroup Global Markets Bank of America Merrill Lynch Morgan Stanley & Co. Siebert Brandford Shank & Co.

The four members of the Underwriting Syndicate for the Vehicle Registration Fee Revenue Bonds, Series 2016, in the order above provided presentations outlining their respective qualifications to serve as Senior Manager(s) for the issuance of the Bonds.

Response by D. Smith: Today’s briefing on the potential structure and size of the deal is informational. You will make decisions after the underwriters are on board and able to fully engage. You won’t be deciding how much to issue yet nor will you be deciding junior lien or senior lien but the financial advisors will give you a briefing on what the issues are so that when we next meet you will be able to make those kind of decisions.

Chairman John Clamp arrived and began to preside over the meeting.

Question by J. Montford: Is there any cost factor to us as having two Co-Senior Managers? Response by Don Gonzales (Estrada & Hinojosa): No sir, the way it will work is the one Senior Manager will be the book runner for the transaction and the Co-Senior will serve in more of the Senior role than the Co-Managers. If there is 100% to allocate between the four firms you could

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Page 8: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

Alamo RMA Board of Directors Meeting Minutes for February 24, 2016 Page 2 of 4

say the Senior will get not less than 40% and no more than 60%, for example they get 50%, the Co-Senior gets 25% and the balance of the 25% will be split between the other two firms.

Question by J. Montford: What is the best practice? It looks like you should have one chief. Response by Don Gonzales (Estrada & Hinojosa): The value of having a Co-Senior is that they will play a greater role than if they were a Co-Manager in terms of their participation and involvement as we develop the transaction. Right now we anticipate going into the market in May so between March and April if they were a Co-Manager more than likely they would probably have a limited involvement.

Question by J. Montford: Does the decision of having the subordinate class have to be made now or can it be made later on? Response by Don Gonzales (Estrada & Hinojosa): It can be made later.

Question by J. Clamp: Who decides the percent of Co-Senior? Is it 50/50%? Is it a later decision? I want that to be very clear for the board. Response by Don. Gonzales (Estrada & Hinojosa): It’s typically a decision that is reached probably about a week or two before we actually go into the market. It gives you a chance to observe how much work they continue to put into it. If you tell them right now what it is some may already make a pre-determined decision as to how much effort they will put in between now and the time we go into the market. Typically you might be in the neighborhood of 45-50% for the Senior, 30% for the Co-Senior and split for the two Co-Managers or you can get to 70% and split 15/15% for each of the Co-Managers.

Question by R. Green: So the actual participation would be something we would need to agendize for board action say the month before? Response by S. McCabe: At the next meeting in March part of that is bringing to the board a parameter order. The decision on allocation doesn’t have to be made today or necessarily have to be a board decision. How we’ve historically done it at the County is in the parameter order we have delegated authority to David as the County Manager. That is something the board can do or they can agendize it.

Response by R. Cavazos: I think all four firms can do the job but what I like about Siebert is they have 20 years of experience, they are local, minority and women-owned. Since we are using Vehicle Registration Fees from Bexar County and they are the only local firm that’s why I’d like for Siebert to be Co-Senior, Morgan Stanley as Senior Manager, Bank of America and Citigroup as Co-Managers.

A motion was presented by R. Cavazos, seconded by B. Serna, Jr, which motion was voted on as follows: R. Cavazos, B. Serna, Jr., and G. Ramos voting “Aye”. D. Starr, J. Montford, and J. Clamp voting “Nay”. The motion was not approved.

Question by B. Serna: Morgan Stanley had the best presentation and truly is the leader of this syndicate. I like their analysis but the reason I seconded Ramiro’s motion for Siebert as Co-Senior Manager is I like the local and minority but I also like the Bexar County transaction. This is our first transaction but ever since RMA got folded into Bexar County this is a Bexar County transaction. I know that Siebert has a long history with Bexar County. I believe what Don said if we have a Co-Senior it adds more the competition which may yield a better price for us and our rate is important with the first issuance. David Smith, do you have any recommendations for this board? Response by D. Smith: I have worked with all four of the firms and all have done good jobs for Bexar County so I don’t think you could make a bad mistake but from a staff perspective I like to reward firms that do put work in at risks. My recommendation would be Morgan Stanley as at least one of the Seniors.

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Page 9: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

Alamo RMA Board of Directors Meeting Minutes for February 24, 2016 Page 3 of 4

Response by D. Starr: All did a great job, but I don’t like the flexibility that Siebert brought to the table, the subordinate bonds, the limitation on $70 million, and they didn’t have answers on the surety and it just didn’t seem they were well prepared. I would like Morgan Stanley as Senior Manager, Citigroup as Co-Senior, Bank of America and Siebert as Co-Managers.

A motion was presented by D. Starr, seconded by J. Montford, which motion was voted on as follows: D. Starr, J. Montford, and J. Clamp voting “Aye”. R. Cavazos, B. Serna, Jr., and G. Ramos voting “Nay”. The motion was not approved.

Response by Brian Cassidy (Legal Counsel/Locke Lord): Suggests making a motion for Senior Manager only and revisit Co-Senior and Co-Managers the next meeting. Response by D. Starr: I Motion to make Morgan Stanley Senior Manager and the rest Co-Managers. Response by J. Clamp: Let us select a Senior Manager first.

A motion was presented by J. Montford to approve Morgan Stanley as Senior Manager, seconded by R. Cavazos, which motion was voted on as follows: D. Starr, J. Montford, J. Clamp, R. Cavazos, B. Serna, Jr., and G. Ramos voting “Aye”. The motion was approved.

Response by J. Clamp: I will entertain a motion for Co-Senior next or a motion for everybody else to be Co-Managers.

A motion was presented by D. Starr to make the remaining three firms Co-Managers, seconded by J. Montford, which was voted on as follows: D. Starr, J. Montford, and J. Clamp voting “Aye”. R. Cavazos, B. Serna, Jr., and G. Ramos voting “Nay”. The motion was not approved.

A motion was presented by R. Cavazos for Siebert as Co-Senior Manager, seconded by B. Serna, Jr, which was voted on as follows: R. Cavazos, B. Serna, Jr., and G. Ramos voting “Aye”. D. Starr, J. Clamp, and J. Montford voting “Nay”. The motion was not approved.

Response by Brian Cassidy (Legal Counsel/Locke Lord): You can go forward with the Senior Manager and come back and revisit the issue of Co-Managers or Co-Seniors at the next meeting. Response by D. Starr: I will switch my vote to Siebert as Co-Senior Manager if they can evidence that they will have local staff on a full time basis here in San Antonio. Response by J. Montford: I would agree with that position but I would like some evidence. Response by J. Clamp: We can hold that vote for another day. Today we have selection of our Senior Manager and we will agendize a vote next meeting for a Co-Senior and Co-Managers. Response by J. Montford: I think in fairness we should hear from all three remaining firms about their local presence. Response by J. Clamp: I’m ok with bringing them all back if they want to come back.

John Clamp requested to suspend regular order of business and consider agenda item 5 at this time.

5. Presentation and discussion regarding the proposed issuance of Vehicle RegistrationFee Revenue Bonds, Series 2016.

The Alamo RMA’s Financial Advisor (Estrada Hinojosa) and Bond Counsel (Bracewell &Giuliani) presented to the Board the proposed issuance of Vehicle Registration Fee RevenueBonds, Series 2016. The presentation included for discussion information regarding:

Information that will be provided to credit rating agencies in anticipation of the Series2016 Bonds.

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Page 10: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

Alamo RMA Board of Directors Meeting Minutes for February 24, 2016 Page 4 of 4

Proposed lien structure of the Vehicle Registration Fee Revenue Bonds. Proposed Flow of Funds for the Vehicle Registration Fee Revenue Bonds.

Question by J. Clamp: What is our capacity? Response by Don Gonzales (Estrada & Hinojosa): If we do just this depending on interest rate assumptions, structure and growth in the VRF probably anywhere from about $200-230 million. Question by J. Clamp: So we are about 30-40% of our capacity? Response by Don Gonzales (Estrada & Hinojosa): Correct. Response by D. Smith: Just to refresh, I know you all know this, you have $280 million roughly of identified group projects. The first $70 is money TxDOT needs to keep work on Loop 1604 going. That is the first money out the door. The analysis we will now be working with Morgan Stanley, Don and my staff is to bring you back options. If we issue more now, even though it is in advance of when we might actually need to write checks on, how much interest rate risk are we taking compared to waiting, issuing the money and not paying the debt service too early. It all ends up affecting future capacity. That’s the type of analysis we’d be talking to you about in March.

3. Executive Director’s Report.

This item was deferred.

4. Discussion regarding the new electronic filing requirement for submitting a PersonalFinancial Statement to the Texas Ethics Commission.

This item was deferred.

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

No citizens signed up to speak.

8. 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.

9. Adjournment.

There being no further action for the Board, Chairman Clamp adjourned the meeting at 2:18p.m.

APPROVED:

________________________________________ _ JOHN CLAMP, CHAIRMAN DATE ADOPTED: March 24, 2016

I hereby certify that the above foregoing pages constitute the full, true, and correct minutes of all the proceedings and official records of the Alamo Regional Mobility Authority at its meeting on February 24, 2016.

ATTEST: _________________________ _ DAVID STARR, TREASURER/SECRETARY

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Page 11: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

 BOARD OF DIRECTORS

JOHN CLAMP

CHAIR

GAVINO RAMOS DAVID STARR

VICE CHAIR SECRETARY/TREASURER

LOU MILLER RAMIRO CAVAZOS JOHN MONTFORD WALTER SERNA

DAVID SMITH

EXECUTIVE DIRECTOR

 Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 4: Executive Director’s Report. The Executive Director’s Report for this month will cover the following topics:

A. Monthly Status Report on GEC Work Authorizations

B. Monthly Update on the Loop 1604 Environmental Assessment

C. Monthly Financials for February 2016

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

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Page 12: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

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Fiscal Assessment Applicable: ☐Yes ☒ No Type: ☐ Revenue ☐ Expense Category: ☐ Project ☐ Indirect ☐ Other: _______________ Funding Source: N/A Dollar Amount Associated with Item: N/A Current Budget Amount : N/A

Coordinated by: Chris Trevino Verified by: Renee Green

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

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Page 13: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

BOARD OF DIRECTORS

JOHN CLAMP

CHAIR

GAVINO RAMOS DAVID STARR

VICE CHAIR SECRETARY/TREASURER

LOU MILLER RAMIRO CAVAZOS JOHN MONTFORD WALTER SERNA

DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016

Executive Director’s Report

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

For the month of February, no work was performed with Pape Dawson Munoz or HNTB.

B. Monthly Update on the Loop 1604 Environmental Assessment

Work Authorization No. 5: Environmental Assessment (EA):

1. Submitted the Biological Assessment on February 12th to TxDOT EnvironmentalDivision (ENV)

2. Continued to update reports in coordination with TxDOT ENV3. Coordinated with TxDOT and the MPO regarding the I-10 Managed Lane project4. Continued cross-section work for to finalize the schematic5. Updated the drainage and water pollution abatement plan reports6. Continued project management, coordination and administration tasks

C. Monthly Financials for February 2016

Monthly financial statements are attached for February 2016 including the following:

1. Balance Sheets2. Statement of Revenues, Expenses, and Changes in Net Assets3. Schedule of Budgetary Compliance and Changes to Net Assets4. Project Costs (Capitalized and Non-Capitalized)

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Page 14: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

LOOP 1604 ENVIRONMENTAL ASSESSMENT - BAKER TEAM 1

Loop 1604 Environmental Assessment: SH 16 to Interstate Highway 35

Project Authorization No. 5 Progress Report No. 23

Progress for period: February 1, 2016 through February 29, 2016

ACTIVITIES COMPLETED IN THIS PERIOD:

Task 1.0 – Project Management, Coordination, and Administration

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

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

Coordinated bi-weekly project call with TxDOT and RMA.

Continued Project Record filing.

Task 2.0 – Public Awareness, Involvement, and Education

Facility reserved and appointment updated to new date of June 16th.

Task 3.0 – Draft Environmental Document

Submitted Biological Assessment February 12th. TxDOT ENV submitted to USFWS onFebruary 17th.

Continued to update reports in coordination with TxDOT ENV.

Task 5.0 – Engineering

Traffic Coordinated with team regarding I-10 HOV/Managed Lane issue, as needed. Researched and summarized potential HOV usage (including data from MPO travel demand

model).

Geometric Schematic Provided data files to TxDOT one request. Provided additional detail regarding expected construction activities on I-10 for Biological

Assessment. Continued work on cross sections based on preliminary review (over 1,300 cross sections) Updated drainage and WPAP.

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Page 15: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

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Page 16: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

Alamo Regional Mobility Authority

San Antonio, Texas

Statement of Revenues, Expenses, and Changes in Net Assets

as of February 29, 2016

(unaudited)

Operating Revenues

Refund prior year expense ‐$Total operating revenues ‐

Operating Expenses

Payroll and payroll related expenses 130,131 

Travel and conferences 350Professional services 25,000 

Contracted Services 1,500Legal Services 665Printing 267Memberships & Accreditations 4,150Copier Rental & Expense 1,071RMA events 274 

Liability insurance 1,136Telephone and Internet Service 54Supplies and postage 148

Total operating expenses 164,746 

Operating gain/(loss) (164,746) 

Nonoperating Revenues (Expenses)

Vehicle registration revenues 6,425,980                 

State grant revenue 10,907 

Interest income 44,092 

Total nonoperating revenues (expenses) 6,480,979                 

Increase in net assets before capital contributions  6,316,233                 

Capital contributions 5,808

Change in net assets 6,322,041                 

Net assets at beginning of year 31,541,323               

Net assets at end of February 2016 37,863,364$             

*decimals not shown on above amountssource:  gl 291 ran 3/4/16 for February 2016

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Page 17: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

ALAMO REGIONAL MOBILITY AUTHORITY

Schedule of Budgetary Compliance and Change to Net Assetsas of February 29, 2016

(unaudited)

Original Budget

February Actuals

February Budget Variance YTD Actual YTD Budget YTD Variance

Operating RevenueRefunds -$ - -$ -$ -$ -$ -$

Total Operating Revenue - - - - - - -

Operating ExpenseSalary Regular 234,168 20,144 19,514 (630) 99,245 97,570 (1,675) Social Security 13,488 1,291 1,124 (167) 5,381 5,620 239 Medicare 3,804 258 317 59 1,362 1,585 223 Life Insurance 467 41 39 (2) 196 195 (1) Health Insurance 24,413 2,034 2,034 - 10,172 10,170 (2) Unemployment Insurance 584 32 49 17 174 245 71 Workers Compensation 800 100 67 (33) 560 335 (225) Retirement 30,861 2,615 2,572 (43) 13,041 12,860 (181)

Subtotal 308,585 26,515 25,716 (799) 130,131 128,580 (1,551)

Discretionary -Training/Cert/Dev-Regist 6,000 - 500 500 350 2,500 2,150 Discretionary - Mileage & Parking 1,000 - 83 83 - 415 415 Discretionary - Transportation 1,000 - 83 83 - 415 415

Subtotal 8,000 - 666 666 350 3,330 2,980

Auditing Services 35,000 - - - 25,000 35,000 10,000 Professional Services 50,000 - 4,167 4,167 - 20,835 20,835 Contracted Services 2,000 1,500 167 (1,333) 1,500 835 (665) Banking Fees 5,000 - 417 417 - 2,085 2,085 Legal Services 35,500 - 2,958 2,958 665 14,790 14,125 Printing and Binding 2,000 267 167 (100) 267 835 568 Membership Fees 4,500 - 375 375 4,150 1,875 (2,275) Accreditation & Certification 250 - 21 21 - 105 105 Marketing and Advertisement 1,000 - 83 83 - 415 415 Copier Rental & Expense 2,570 214 214 - 1,071 1,070 (1) RMA Events 500 205 42 (163) 274 210 (64) Indemnification Expense 500 - 42 42 - 210 210 Administrative Service Fee 500 - 42 42 - 210 210 Liability Insurance 3,000 - 250 250 1,136 1,250 114 Telephone and Internet Service 1,500 - 125 125 54 625 571 Repairs and Maintenance - Computer Software 1,500 - 125 125 - 625 625

Subtotal 145,320 2,186 9,195 7,009 34,117 80,975 46,858

Office Supplies 2,000 148 167 19 148 835 687 Postage 500 - 42 42 - 210 210 Minor Equipment & Machinery 2,500 - 208 208 - 1,040 1,040

Subtotal 5,000 148 417 269 148 2,085 1,937

Total Operating Expense 466,905 28,849 35,994 7,145 164,746 214,970 50,224

Nonoperating Revenues (Expenses)Vehicle registration revenues 15,300,000 1,280,640 1,275,000 5,640 6,425,980 6,375,000 50,980 State grant revenue - 374 - 374 10,907 - 10,907 Capital Contributions - 4,362 - 4,362 5,808 - 5,808 Interest income - 10,332 - 10,332 44,092 - 44,092

Total nonoperating revenues 15,300,000$ 1,295,708 1,275,000$ 20,708$ 6,486,787$ 6,375,000$ 111,787$

Increase in net assets 1,266,859

Net assets at beginning of month 36,596,505

Net assets at end of February 2016 37,863,364$

*decimals not shown on above amounts - source: gl 291 ran 3/4/16 for February 2016

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Page 18: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

Alamo Regional M

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4-8

Page 19: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

 BOARD OF DIRECTORS

JOHN CLAMP

CHAIR

GAVINO RAMOS DAVID STARR

VICE CHAIR SECRETARY/TREASURER

LOU MILLER RAMIRO CAVAZOS JOHN MONTFORD WALTER SERNA

DAVID SMITH

EXECUTIVE DIRECTOR

 Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 5: Consideration and adoption by the Board of Directors of the Alamo Regional Mobility Authority, a Resolution authorizing the issuance and delivery of Alamo Regional Mobility Authority Senior Lien Vehicle Registration Fee Revenue Bonds, Series 2016 and Alamo Regional Mobility Authority Junior Lien Vehicle Registration Fee Revenue Bonds, Series 2016; Approving the form, and authorizing the execution and delivery of, the Master Trust Indenture, First Supplemental Indenture, and Second Supplemental Indenture; Authorizing the execution and delivery of one or more Purchase Agreements; Approving the preparation of a Preliminary Official Statement and an Official Statement; Authorizing the execution and delivery of other documents and instruments in connection therewith; Appointing a Co-Senior Manager of the Underwriting Syndicate, if any; and enacting other provisions relating thereto. On December 17, 2015, the Board approved an Amended Capital Budget to incorporate fourteen (14) Vehicle Registration Fee Projects for a total amount of $179,124,541. These projects will be financed through the issuance of Vehicle Registration Fee Revenue Bonds. This order addresses the following regarding the issuance of debt for these projects:

The issuance of the Alamo RMA Vehicle Registration Fee Revenue Bonds, Series 2016;

The Master Trust Indenture, First Supplemental Indenture, and the Second Supplemental Indenture for the Series 2016 Bonds;

The Purchase Agreement(s) providing for the sale of the Series 2016 Bonds; and

The Preliminary Official Statement for the issuance of the Series 2016 Bonds.

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Fiscal Assessment Applicable: ☐Yes ☒ No Type: ☐ Revenue ☐ Expense Category: ☐ Project ☐ Indirect ☐ Other: _______________ Funding Source: N/A Dollar Amount Associated with Item: N/A Current Budget Amount : N/A

Coordinated by: John Bownds Verified by: Seth McCabe

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

5-2

Page 21: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

 BOARD OF DIRECTORS

JOHN CLAMP

CHAIR

GAVINO RAMOS DAVID STARR

VICE CHAIR SECRETARY/TREASURER

LOU MILLER RAMIRO CAVAZOS JOHN MONTFORD WALTER SERNA

DAVID SMITH

EXECUTIVE DIRECTOR

 Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 6: Discussion and appropriate action regarding the adoption of a Debt Management Policy for the Alamo Regional Mobility Authority. This item requests approval of the Alamo RMA Board of a Debt Management Policy. The Debt Management Policy is meant to illustrate the Alamo RMA’s commitment to prudent debt management. The policy has been developed as part of the Alamo RMA’s initiative to establish and later maintain or improve the Alamo RMA’s credit rating, while establishing access to capital and minimizing borrowing costs. The purpose of the policy is to provide guidance regarding the issuance, management, continuing evaluation and reporting of all debt obligations issued by the Alamo RMA. The policy outlines the following:

Roles and responsibilities that establish a baseline for the staff of the Alamo RMA to follow in administering the Alamo RMA’s debt program;

Circumstances in which debt-financing can be utilized;

Structure and types of debt that may be issued, to include Vehicle Registration Fee Revenue Bonds;

Lawful expenditure of debt proceeds; and

Authorized investment of debt proceeds.

The terms of this Debt Management Policy are intended to comply with all applicable federal and state laws.

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Fiscal Assessment Applicable: ☐Yes ☒ No Type: ☐ Revenue ☐ Expense Category: ☐ Project ☐ Indirect ☐ Other: _______________ Funding Source: N/A Dollar Amount Associated with Item: N/A Current Budget Amount : N/A

Coordinated by: John Bownds Verified by: Seth McCabe

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

6-2

Page 23: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

ALAMO REGIONAL MOBILITY AUTHORITY

DEBT MANAGEMENT POLICY

Adopted by Alamo Regional Mobility Authority Board on March 24, 2016

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Page 24: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

2

Table of Contents

Section Title Page

1 Purpose and Objectives 3

2 Scope 3

3 Roles and Responsibilities 4

4 Reporting 5

5 Organizations Affected 5

6 Use of Debt Instruments 5

7 Structure and Type of Debt 6

8 Debt Limits 7

9 Method of Sale 7

10 Reimbursement Resolution 7

11 Refunding of Debt 8

12 Variable Rate Exposure 8

13 Interest Rate Swap Agreement 8

14 Continuing Disclosure 9

15 Material Events 9

16 Expenditure of Bond Proceeds 9

17 Private Business Use 10

18 Investment of Debt Proceeds 10

19 Arbitrage / Rebate 11

20 Post-Issuance Compliance 11

21 Definitions 11

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TITLE: DEBT MANAGEMENT POLICY

EFFECTIVE DATE: March 24, 2016

Section 1: PURPOSE AND OBJECTIVES

1.1 Purpose

The purpose of this policy is to provide guidance regarding the issuance, management, continuing evaluation and reporting on all debt obligations issued by Alamo Regional Mobility Authority, Texas (the "Authority"). The Au t h o r i t y recognizes there are no absolute rules or easy formulas that can substitute for a thorough review of all information affecting the Authority 's debt position. Debt decisions should be the result of deliberate consideration of all factors involved. This policy is intended to augment this process by addressing the methods, procedures and practices to be utilized to ensure effective, judicious, and prudent fiscal management of Authority debt issuance.

The terms of this Debt Management Policy (the "Policy") are intended to comply with all applicable Texas and Federal Law governing debt, including, but not limited to, Texas law, Internal Revenue Service rules and regulations, United States Securities and Exchange Commission "(SEC)" regulations, Municipal Securities Rulemaking Board "(MSRB)" regulations, court rulings, and Authority debt covenants.

1.2 Objectives

Debt Management shall be conducted with the primary objectives of: a. Establishing, maintaining and/or improving the Authority's credit rating;b. Maintaining access to capital; andc. Minimizing borrowing costs.

Section 2: SCOPE

2.1 This Policy shall govern debt obligations issued by the Authority that finance the construction or acquisition of infrastructure and other assets or to refinance existing debt. This policy does not apply to the Authority’s Capital Lease Program, if one is established in the future.

Section 3: ROLES AND RESPONSIBILITIES

3.1 As provided by the Texas Local Government Code, each member of the Authority Board has a fiduciary responsibility in the management of the Authority's indebtedness. All debt programs

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4

are to be made in accordance with applicable Texas and federal regulations. The Authority Board will approve all Authority indebtedness.

3.2 The Executive Director has the primary responsibility for making debt-financing recommendations to the Authority Board.

3.3 The Executive Director, or his/her designee, will coordinate all activities necessary to issue debt, including, but not limited to the review and approval of:

a. Resolutions;b. Ordinances;c. Indentures;d. Offering memoranda;e. Ratings presentations; andf. Review of all related financial analyses

3.4 The Executive Director, or his/her designee, will implement and oversee the capital budgeting process for the Authority and make recommendations on financing or cash funding of projects.

3.5 The Executive Director, or his/her designee, will recommend to the Authority Board a financing team consisting of bond counsel, financial advisors, and underwriters.

3.6 The Executive Director, or his/her designee, is responsible for assuring that all debt service payments are made in a timely manner to the appropriate trustee/paying agents.

3.7 The Executive Director, or his/her designee, is responsible for preparing the annual continuing disclosure and the Authority's bond counsel is responsible for reviewing, approving, and submitting the continuing disclosure pursuant to SEC Rule 15c2-12.

3.8 The Executive Director, or his/her designee, is responsible for the annual estimation of the cumulative rebate amount (arbitrage) for each debt issuance as defined in Section 148(f) (2) of the Code. These annual estimates are for both external and internal reporting purposes.

3.9 The Executive Director, or his/her designee, is responsible for ensuring compliance with the filing requirements with the Internal Revenue Service related to arbitrage and rebate set forth in Section 19 of this policy.

3.10 The Executive Director, or his/her designee, will administer projects financed with debt funding in compliance with Section 17 of this Policy relating to private business use and with Section 6 relating to project expenditures.

3.11 The Executive Director, or his/her designee, is responsible for general recordkeeping and will maintain a copy of the following documents on file at all times, to include but not limited to:

a. Annual Financial Statementsb. Reports of any examinations by the Internal Revenue Service of Authority’s financingsc. Documentation of allocation of bond proceeds to expendituresd. Copies of contractse. Records of expenditures of bond proceedsf. List or schedule of all bond-financed Authority owned facilities or equipment with

depreciation schedules.

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Such records will be maintained for the life of the related bonds (including any refunding bonds) for the life of the bond plus three years.

3.12 The Executive Director, or his/her designee, has general oversight of the post-issuance compliance of bond financings and will review compliance matters on a regular basis. To that end, the Authority will endeavor to identify training opportunities and educational materials regarding post-issuance compliance.

3.13 The Executive Director, or his/her designee, will prepare material events disclosure, as needed.

Section 4: REPORTING

4.1 The Executive Director, or his designee, will report annually to the Authority Board: a. A projected list of expected capital needs for the year;b. An annual debt issuance schedule for capital projects;c. An updated five-year capital improvement plan as part of the budget;d. Certification that the Authority is current on all debt service payments; ande. Disclosure of any bond covenant violations or defaults over the past year.

4.2 The Authority will report monthly in its financial report a schedule that includes outstanding debt requirements as well as commercial paper activity. These reports will include principal and interest requirements, dates for each and related interest rates.

4.3 The Authority will prepare the annual continuing disclosure and the Authority's bond counsel is responsible for reviewing and submitting the continuing disclosure pursuant to SEC Rule 15c2-12.

4.4 The Authority will prepare an annual estimation of the cumulative rebate amount (arbitrage) for each debt issuance as defined in Section 148(f) (2) of the Internal Revenue code. These annual estimates are for informational and internal reporting purposes only.

4.5 The Authority w i l l comply with the filing requirements with the Internal Revenue Service related to arbitrage.

4.6 Offices and Departments administering projects financed with debt funding are responsible to comply with Sections 17 and 6 of this Policy relating to project expenditures.

Section 5: ORGANIZATIONS AFFECTED

5.1 All Authority staff must comply with the guidelines and procedures set forth in this Policy.

Section 6: USE OF DEBT INSTRUMENTS

6.1 Debt financing will not generally be considered appropriate for any recurring purpose such as current operating and maintenance expenditures. The Authority will use debt financing for the uses permitted by law, including the acquisition of capital assets and capital improvement

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6

projects, which may include certain operating expenditures required to implement the projects under the following circumstances:

a. The acquisition of all debt funded assets and debt funded projects must beapproved by the Alamo RMA Board;

b. The capital asset or a project’s useful life will be equal to or exceed the term of thefinancing;

c. Funds sufficient to service the debt will be available, whether from future toll revenues,vehicle registration fees, contract payments, grants, or other specified and reservedresources;

d. Review and approval of the total project budget, including personnel services,travel and remunerations, operational costs, supplies and materials and capitalexpenditures, by the Executive Director’s Office; and

e. Compliance with the appropriate provisions of Texas Law and, as applicable, theInternal Revenue Code of 1986, as amended.

6.2 Operating expenditures required to implement capital improvement projects will be funded using debt financing in accordance with Chapter 1201, as amended Texas Government Code and Chapter 1431, as amended Texas Government Code. These expenses could include but not be limited to ancillary charges necessary to put the project in place in its intended location and ancillary charges necessary to place the asset in its intended condition for use.

6.3 Debt financing will not generally be used for maintenance expenses, training, feasibility studies or any current operating expenditure.

6.4 Debt financing will not generally be used for functional consulting. Functional consulting includes activities such as training, troubleshooting, and running reports during training.

6.5 Generally, personnel required to implement a project should be contract employees or temporary employees. However, with prior approval of the Authority, Authority Subject Matter Experts (regular Authority employees) may be expensed towards a capital project and those costs may be debt financed. . The cost of these personnel (regular Authority employees) expenditures should not exceed 5 percent of the project amount to be financed.

Section 7: STRUCTURE AND TYPE OF DEBT

7.1 Debt service will be structured to match projected cash flows.

7.2 The term of the debt issuance should equal the lesser of the useful life of the asset being financed or the maximum of 40 years in accordance with Chapter 370, Texas Transportation Code.

7.3 The types of debt instruments that may be issued by the Authority include: a. Toll Revenue Bonds;b. Vehicle Registration Fee Revenue Bonds;c. Refunding Bonds;d. Contract Revenue Bonds;e. Commercial Paper; andf. Any other debt instrument authorized for issuance by an Authority in accordance with the

Texas Transportation Code, Texas Government Code or other applicable law.

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Section 8: DEBT LIMITS

8.1 The Authority will not exceed the debt issuance limits described in Article 3, Section 52 of the Texas Constitution and Chapter 1301 of the Texas Government Code.

8.2 The Authority shall use debt service coverage ratios as well as other economic ratios as a tool to assist in providing an objective analytical approach to determine debt capacity for new projects.

8.3 The Authority will maintain a minimum of Max Annual Debt Service of all Vehicle Registration Fee Revenue (“VRF”) Obligations in the VRF General Fund; provided however, that this requirement shall comply with the provisions of the Internal Revenue Code of 1986, as amended.

Section 9: METHOD OF SALE

9.1 The Authority may use competitive sales, negotiated sales, or private placements. When considering the method of sale, the Authority will take into consideration:

a. Financial conditions;b. Market conditions;c. Transaction-specific conditions;d. Authority-related conditions; ande. Risks associated with each method.

9.2 Competitive sales are the preferred method under the following circumstances: a. Simple structure and financial analysis;b. Stable financial market; andc. Moderate par amount.

9.3 Negotiated sales are the preferred method under the following circumstances: a. Complex and/or inaugural transactions that require extensive financial modeling, credit

analysis, pre-marketing effort, or that are interest rate sensitive; andb. Volatile financial markets.

9.4 Private Placement is the preferred method under the following circumstances: a. Small issue size;b. Unusual or non-repetitive security for the issue;c. Overall cost savings to the Authority;d. Interim or temporary financing when it is assumed that the loan will be taken out by longer-

term bond financing; ande. Transportation Infrastructure Finance and Innovation Act (TIFIA) loans, State Infrastructure

Bank (SIB) loans, or SHF loans.

Section 10: REIMBURSEMENT RESOLUTION

10.1 As provided in the Texas Government Code, Section 1201.042, as amended, Department of the Treasury Regulation, Section 1.150-2 of the Internal Revenue Code of 1986 as amended, the Authority may decide that it is in the Authority's best interest to pass a reimbursement resolution prior to the formal issuance of debt. The purpose of the resolution would be to announce the intent to reimburse itself for expenditures related to capital programs for which debt will be issued at a later date, and the Authority could then be reimbursed once the debt is sold. The Authority will

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intend to reimburse itself within 18 months from the later of date of the original expenditure or the date the property financed is placed into service (but in no event more than 3 years after the original expenditure is paid).

Section 11: REFUNDING OF DEBT

11.1 The Authority may elect to refund existing debt for reasons including, but not limited to, the following:

a. To achieve Net Present Value (NPV) savings generally of at least 3 percent;b. To update bond covenants on outstanding debt which impair efficient operations or

prohibit necessary or desirable activities;c. To restructure the debt service schedules associated with outstanding bond issues; ord. To alter bond characteristics such as call provisions or payment dates.

11.2 If a refunding is undertaken, the Authority will evaluate: a. Issuance costs that will be incurred;b. Interest rate at which the refunding bonds can be issued;c. Maturity dates of the refunded bonds;d. Call date (if any) on the refunded bonds; ande. Call premium (if any) on the refunded bonds.

Section 12: VARIABLE RATE EXPOSURE

12.1 The Authority may use variable rate debt (including commercial paper) to lower the cost of borrowing and provide a hedge against interest rate risk.

12.2 The Authority will establish a limit for variable rate debt of 20 percent of its total outstanding debt.

12.3 Variable rate debt will be converted to fixed rate debt as necessary to maintain the 20 percent limit, to meet the particular needs of a financing program, or to lock in low long-term fixed interest rates.

12.4 When issuing variable rate debt, the Authority will have appropriate contingency plans in place, such as reserves or hedging instruments, to mitigate the risk associated with rising interest rate environments.

Section 13: INTEREST RATE SWAP AGREEMENTS

13.1 The Authority will consider the use of interest rate swap agreements on a case-by-case basis and consistent with Texas law and financial prudence.

13.2 Interest rate swap agreements may be used for the following purposes: a. To achieve significant savings as compared to other, non-derivative type products

available in the bond market;b. To prudently hedge risk in the context of a particular financing or the overall asset/liability

management of the Authority;c. To incur variable rate exposure within prudent financial guidelines;d. To achieve more flexibility in meeting overall financial objectives than available in

conventional markets; or

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e. To accomplish a financial objective not otherwise obtainable using traditional financingmethods.

13.3 The Authority will not enter into an interest rate swap agreement without advice of an independent advisor and bond counsel.

13.4 The Authority may enter into an interest rate swap agreement if the counterparty has at least two long-term unsecured credit ratings of at least equal to the Authority's long-term general obligation rating from Fitch Ratings, Moody's Investors Service or Standard & Poor's Ratings Services and the party has demonstrated experience in successfully executing interest rate swap agreements.

13.5 The Authority will select counterparties utilizing one of the Methods of Sale as outlined in Section 9 of this Policy.

13.6 Before entering into an interest rate swap agreement, the Authority shall evaluate all the risks inherent in the transaction including counterparty risk, termination risk, rollover risk, basis risk, tax event risk, credit risk and amortization risk. Evaluation of risk will also include the following considerations:

a. Uncertainty with respect to the Authority's future debt obligations;b. Effect on the Authority's credit quality;c. Cumulative exposure to all risk factors identified;d. Difficulty and costs associated with terminations; ande. Limitations on the ability to refund the swap's underlying bonds.

13.7 The Authority will monitor interest rate swap agreements on a quarterly basis to ensure compliance with corresponding swap documentation.

Section 14: CONTINUING DISCLOSURE

14.1 The Authority will periodically review the requirements of the Municipal Securities Rulemaking Board (MSRB) and the recommendations of the Government Finance Officers Association (GFOA), including the GFOA recommendation that financial statements be prepared and presented according to generally accepted accounting principles.

14.2 The Authority will remain in compliance with SEC Rule 15c2-12 by filing its annual financial statements and other financial and operating data for the benefit of its bondholders in accordance with its continuing disclosure undertakings, as applicable.

Section 15: MATERIAL EVENTS

15.1 The Authority will issue material event notices in compliance with the provisions of SEC Rule 15c2-12 and in accordance with its continuing disclosure undertakings, as applicable.

Section 16: EXPENDITURE OF BOND PROCEEEDS

16.1 A list of projects will be developed to ensure compliance with Federal and State laws.

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16.2 The Executive Director, or his/her designee, will monitor the expenditure of bond proceeds, to ensure expenditures are made in a timely manner for the purposes for which the bonds were authorized.

16.3 With respect to the reimbursement of any expenditure paid prior to the date of issue of the bonds, the Executive Director and staff will monitor compliance with the requirement of the Regulations that such reimbursement allocation to bond proceeds is made not later than 18 months after the later of (i) the date the original expenditure is made or (ii) the date the project is placed in service, but in no event more than three years after the original expenditure is paid. Furthermore, the Executive Director and staff will monitor compliance with the requirement of the Regulations that such reimbursement allocation is for the reimbursement of the expenditures paid on or after 60 days prior to the date of a reimbursement resolution (including for this purpose a bond order).

Section 17: PRIVATE BUSINESS USE

17.1 Private business use exists if proceeds of the issue or the property to be financed by the bond proceeds are used directly or indirectly by any nongovernmental person in that person’s trade or business. Private business use may occur due to arrangements (typically contractual) that give nongovernmental persons special legal entitlements with respect to the use of bond-financed property (including a sale or other transfer of bond-financed property to a nongovernmental person). Further, a bond issue is considered to have private security or payments if the payment of the debt service of an issue is either (a) secured directly or indirectly by property or payments derived from private business use or (b) to be derived from payments for a private business use. The tax-exempt status of governmental bonds may be jeopardized if both (a) the private business use associated with an issue of bonds exceeds five percent (and, in certain circumstances, ten percent) of the proceeds of an issue and (b) the private security or payments associated with an issue exceeds five percent (and, in certain circumstances, ten percent) of the proceeds of such issue.

17.2 If any action will create private business use or private payments as outlined above, Alamo RMA will take measures designed to preserve the intended federal income tax status of that issue of Bonds. Such measures may include ensuring that such agreement falls into an applicable exception under the private business use rules, making a determination that private use will not exceed the applicable limit or such other action as may be recommended by bond counsel, including taking remedial actions with respect to the issue of Bonds whose federal tax status is implicated.

It is recognized that certain of the Authority’s bond issues (e.g. bonds that finance certain venue projects) were structured to take into account projected private business use of the facilities being financed with such issue. For such issues, the Authority will monitor any changes relating to the type or amount private business use of such facilities and, if necessary, will take measured designed to preserve the intended federal income tax status of that issue of Bonds as described above.

17.3 No more than five percent of the proceeds of an issue of bonds may be used to make loans or arrangements that allow a nongovernmental party to defer payments that it is obligated to make with respect to the financed property or the bonds.

Section 18: INVESTMENT OF DEBT PROCEEDS

18.1 Debt proceeds will be invested in accordance with the Authority’s Investment Policy or as otherwise permitted in the resolution and indentures authorizing the issuance of the debt.

18.2 Interest earned on proceeds from bonds, certificates of obligation, commercial or other short-term or long-term debt proceeds (excluding capital lease proceeds) is generally allocated to the Debt Service Fund.

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18.3 Interest earned on proceeds from bonds, certificates of obligations, or other short-term or long-term debt proceeds (excluding capital lease proceeds) allocated to the Debt Service Fund shall be used solely to pay current and future debt service payments, as well as all related issuance cost.

Section 19: ARBITRAGE/REBATE

19.1 The Authority will follow a policy of full compliance with all arbitrage rebate requirements of the Code and will perform (via contract consultant) arbitrage calculations for each debt issue subject to rebate on an annual basis. All n ecessary rebate liability will be filed and paid when due.

19.2 Additionally, the Authority’s Auditor may choose to hire a rebate analyst to monitor compliance with rebate and yield restriction rules on an annual basis.

Section 20: POST-ISSUANCE COMPLIANCE

20.1 Authority acknowledges that as the issuer of debt obligations subject to the Code, it is responsible for post-issuance compliance with respect to such debt obligations.

20.2 After the debt is issued, and as project expenses are incurred, the Executive Director and staff will periodically ensure continued compliance with aforementioned laws and guidelines.

20.3 Corrective action may be required if, for example, it is determined that bond proceeds were not properly expended, Alamo RMA is not in compliance with the arbitrage requirements imposed by the Code or Alamo RMA has taken a deliberate action (e.g., sale of bond-financed property) that results in impermissible levels of private business use.

20.4 If Alamo RMA determines or is advised that corrective action is necessary with respect to any issue of its obligations, Alamo RMA will, as may be applicable, in a timely manner:

Seek to enter into a closing agreement under the Tax-Exempt Bonds Voluntary ClosingAgreement Program described in Notice 2008-31 (or any successor notice thereto)

Take remedial action described under Section 1.141-12 of the Code Take such other action as recommended by Bond Counsel

20.5 Any issues of non-compliance will be resolved by the Executive Director and staff with the assistance of the Authority’s Bond Counsel and Financial Advisors.

Section 21: DEFINITIONS

a. Arbitrage – Arbitrage is the profit that results from investing tax-exempt proceeds in higher-yielding taxable securities. In general, Internal Revenue Service (IRS) Regulations require thatpositive arbitrage earnings be rebated back to the government.

b. Bond Indenture – The contract that sets forth the promises of a bond issuer and the rights ofinvestors in the bond.

c. Bond Covenant - A clause in a bond indenture that either requires or forbids some act by, and the

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issuer is obligated to comply with the covenant by virtue of issuing its bonds.

d. Call Dates - The date, prior to maturity, on which a callable bond may be redeemed.

e. Call Premium - The price, as established in the bond covenant, at which bonds will be redeemed.

f. Call Provisions - A clause in a bond contract granting the issuer the right to buy back all or part ofan issue prior to the maturity date.

g. Capital Lease - A contract for the purchase of capital equipment through installment payments.

h. Code – The Internal Revenue Code of 1986, as amended.

i. Commercial Paper - Short-term, unsecured promissory notes usually backed by a line of credit witha bank. Maturities do not exceed 270 days.

j. Competitive Sales - A sale whereby the issuer determines the bond structure and solicits bids. Thebonds are then awarded to the underwriting firm that submits the lowest interest costs for the debt.

k. Continuing Disclosure - The principal that accurate and complete information material tothe transaction, which potential investors would be likely to consider material in makinginvestment decisions with respect to the securities, be made available on an ongoing basis.

l. Interest Rate Management Agreement - An agreement entered into in connection with the issuanceof debt by an issuer or in connection with debt already outstanding, with a counterparty to providefor an exchange of payments based upon fixed and/or variable interest rates.

m. Issuance Costs - The expenses associated with the sale of new securities, including such items asunderwriter’s spread, printing, legal fees and rating costs.

n. Negotiated Sales -A sale whereby the issuer selects an underwriter in advance so that theunderwriter can assist with determining the appropriate structure of the bonds.

o. Private Placement - A sale whereby the issuer sells the bonds directly to an institutionalinvestor.

p. Regulations – The applicable proposed temporary or final Treasury regulations promulgated underthe Code or, to the extent applicable under the Code, under the Internal Revenue Code of 1954, assuch regulations may be amended or supplemented from time to time.

q. Refunding Bonds- Bonds issued to retire a bond already outstanding that may be sold for cash andoutstanding bonds redeemed with cash or exchanged with holders of outstanding bonds.

r. Revenue Bonds - Bonds issued where the money raised to pay off the bonds comes from a non-taxrevenue source or a special/specific enterprise fund.

s. Variable Rate Debt- Bonds with interest rates that fluctuate based upon an index or pricingprocedure. These bonds often offer lower interest rates and have short maturities.

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Page 35: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

 BOARD OF DIRECTORS

JOHN CLAMP

CHAIR

GAVINO RAMOS DAVID STARR

VICE CHAIR SECRETARY/TREASURER

LOU MILLER RAMIRO CAVAZOS JOHN MONTFORD WALTER SERNA

DAVID SMITH

EXECUTIVE DIRECTOR

 Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 7: Discussion and appropriate action regarding the VRF Project Schedule. On October 22, 2015 the Alamo RMA Board approved the list of projects to be funded with the Optional Vehicle Registration Fee (VRF). This item will present an update on the overall VRF Program of Projects schedule and receive direction from the Board.

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Page 36: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

2

Fiscal Assessment Applicable: ☐Yes ☒ No Type: ☐ Revenue ☐ Expense Category: ☐ Project ☐ Indirect ☐ Other: _______________ Funding Source: N/A Dollar Amount Associated with Item: N/A Current Budget Amount : N/A

Coordinated by: Chris Trevino Verified by: Renee Green

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

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Page 37: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

 BOARD OF DIRECTORS

JOHN CLAMP

CHAIR

GAVINO RAMOS DAVID STARR

VICE CHAIR SECRETARY/TREASURER

LOU MILLER RAMIRO CAVAZOS JOHN MONTFORD WALTER SERNA

DAVID SMITH

EXECUTIVE DIRECTOR

 Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 8: Discussion and appropriate action regarding acceptance of the FY 2015 Annual Financial Statement prepared by Padgett Stratemann. This item requests approval of the FY 2015 Audited Financial Statements prepared by the Alamo RMA’s outside Auditor, Padgett Stratemann. The opinion on the Financial Statements is “Unmodified”, also referred to as a “Clean Opinion”, with no findings noted. The opinion on compliance with State Awards is also “Unmodified” with no findings noted.

Padgett Stratemann will be providing a brief presentation on the Audit to the Board.

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Page 38: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

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Fiscal Assessment Applicable: ☐Yes ☒ No Type: ☐ Revenue ☐ Expense Category: ☐ Project ☐ Indirect ☐ Other: _______________ Funding Source: N/A Dollar Amount Associated with Item: N/A Current Budget Amount : N/A

Coordinated by: John Bownds Verified by: Seth McCabe

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

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Page 102: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

 BOARD OF DIRECTORS

JOHN CLAMP

CHAIR

GAVINO RAMOS DAVID STARR

VICE CHAIR SECRETARY/TREASURER

LOU MILLER RAMIRO CAVAZOS JOHN MONTFORD WALTER SERNA

DAVID SMITH

EXECUTIVE DIRECTOR

 Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 9: Discussion and appropriate action regarding approval of the Annual Compliance Report for FY 2015 in accordance with the requirements set forth in 43TAC§26.65(a). This item requests approval of the submission of the Alamo RMA’s Compliance Report for fiscal year 2015 to the Texas Department of Transportation (TxDOT). The Compliance Report certifies that the Alamo RMA has completed all necessary reporting requirements under Subchapter G (Reports and Audits) of the Texas Administrative Code.

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Page 103: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

2

Fiscal Assessment Applicable: ☐Yes ☒ No Type: ☐ Revenue ☐ Expense Category: ☐ Project ☐ Indirect ☐ Other: _______________ Funding Source: N/A Dollar Amount Associated with Item: N/A Current Budget Amount : N/A

Coordinated by: John Bownds Verified by: Seth McCabe

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

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Page 104: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

Alamo Regional Mobility Authority 

Compliance ReportTexas Administrative Code Title 43, Part I, Chapter 26, Subchapter G

§26.65(a) Annual Reports to the Commission

Compliance Rule  Compliance Statement  Certification Rule §26.61 Written Reports: 

The annual operating and capital budgets adopted by the RMA year.   

Budget submitted to Board of Directors on September 24, 2015 for fiscal year  beginning Oct 1, 2015 

Board of Directors approved the fiscal year 2015 Budget  

Any annual financial information and notices of material events required to be disclosed under Rule 15c2‐12 of the SEC.  

No material events under rule 15c2‐12 occurred in fiscal year 2015. 

Not applicable 

To the extent not disclosed in another report required in this compliance report, a statement of any surplus revenue held by the RMA and a summary of how it intends to use the surplus revenue.  

Alamo RMA had no surplus revenue in fiscal year 2015 as defined in Transportation Code Sec 370.003(12) 

Not applicable 

An independent auditor's review of the reports of investment transactions prepared under Government Code, §2256.023.  

Included as part of the fiscal year 2015 audit.   

Fiscal year 2015 Annual Audit was accepted by the Board of Directors on March 24, 2016. 

Rule §26.62 Annual Audit: 

The RMA shall maintain its books and records in accordance with generally accepted accounting principles in the United States and shall have an annual financial and compliance audit of such books and records.  

ARMA maintains its books and records in accordance with generally accepted accounting principles in the United States and has an annual financial and compliance audit verify compliance. 

ARMA received and unqualified opinion for fiscal year 2014 Annual Audit.   Audit was accepted by the Board of Directors on March 24, 2016. 

The annual audit shall be submitted to each county or city that is a part of the RMA within 120 days after the end of the fiscal year, and conducted by an independent certified public accountant. 

Annual audit to be submitted to Bexar County after printing/binding is complete. 

ARMA received and unqualified opinion for fiscal year 2014 Annual Audit.   Audit was accepted by the Board of Directors on March 24, 2016. 

All work papers and reports shall be retained for a minimum of four years from the date of the audit.

Files are maintained for a minimum of four years. 

Not applicable 

Rule §26.63 Other Reports to Counties and Cities: Provide other reports and information regarding its activities promptly when requested by the counties or cities.

ARMA promptly provides reports and information regarding activities when requested. 

Not applicable 

Rule §26.64 Operating Records: The Department will have access to all operating and financial records of the RMA. The executive director will provide notification if access is desired by the department.

Financial records are available upon request 

Not applicable 

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Page 105: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

 BOARD OF DIRECTORS

JOHN CLAMP

CHAIR

GAVINO RAMOS DAVID STARR

VICE CHAIR SECRETARY/TREASURER

LOU MILLER RAMIRO CAVAZOS JOHN MONTFORD WALTER SERNA

DAVID SMITH

EXECUTIVE DIRECTOR  

Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 10: Citizens’ Communications. Citizens must sign the register to speak. Individuals may sign up to speak on any item on the agenda. Individuals interested in speaking must sign up to speak prior to the item being placed in consideration before the Board of Directors. Speakers are allotted no more than three (3) minutes to speak and time is not transferable between the speakers. Any comments, which do not address a specific agenda item, must be made during the Citizens’ Communications portion of the agenda, provided the individual has signed up to speak prior to this period starting.

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Page 106: Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

 BOARD OF DIRECTORS

JOHN CLAMP

CHAIR

GAVINO RAMOS DAVID STARR

VICE CHAIR SECRETARY/TREASURER

LOU MILLER RAMIRO CAVAZOS JOHN MONTFORD WALTER SERNA

DAVID SMITH

EXECUTIVE DIRECTOR  

Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 11: Executive Session. Pursuant to Chapter 551, Subchapter D, Texas Government Code At any time during the meeting of the Alamo RMA Board of Directors, the Board may meet in executive session for consultation concerning attorney-client matters (real estate, litigation, contracts, personnel, and security) under Chapter 551 of the Texas Government Code. a. Subsection 551.071(1). Consultation with Attorney - Consultation with, and advice from legal

counsel concerning pending/contemplated litigation, including but not limited to Aquifer Guardians in Urban Areas v. United States Federal Highway Administration et. al, settlement offers and negotiations, and other legal issues.

b. Section 551.072. Deliberation Regarding Real Property - Discussion of real property

purchase, exchange, lease, license, gift, donation, and/or negotiated settlement, including property to be acquired for right-of-way.

c. Section 551.074. Personnel Matters - Deliberation concerning the appointment,

employment, reassignment, evaluation, duties, discipline, and/or dismissal of personnel.

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