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GOOD MORNING.

[00:00:01]

GOOD MORNING.

THANK YOU FOR JOINING US

[Call to Order]

FOR THE AUSTIN TRANSIT PARTNERSHIP BOARD MEETING.

TODAY IS FEBRUARY 16TH, AND I'LL CALL THE MEETING TO ORDER.

THE TIME IS 11:02 AM AND THIS MEETING IS BEING HELD AT THE A TP OFFICES, LOCATED AT 2 0 3 COLORADO STREET IN AUSTIN, TEXAS, FOR ANYONE THAT WILL IN THE FUTURE WILL NOW NEED A SL AMERICAN SIGN LANGUAGE.

OTHER INTERPRETER SERVICES, PLEASE CONTACT CHLOE MAXWELL AND HER CONTACT INFORMATION IS IN EACH AGENDA POSTING.

I BELIEVE WE HAVE ONE

[1. Public Comment]

SPEAKER WHO HAS SIGNED UP TO SPEAK.

UH, MS. ENOVIA JOSEPH.

UM, DO WE HAVE ENOVIA ONLINE? WE DO.

MS. JOSEPH, CAN YOU HEAR ME? YES.

CAN YOU HEAR ME? YES, WE CAN HEAR YOU'RE WELCOME.

YOU HAVE THREE MINUTES, MA'AM.

THANK YOU.

MADAM CHAIR MEMBERS, I'M ZVI JOSEPH.

MY COMMENTS ARE SPECIFICALLY RELATED TO ACTION ITEMS TWO THROUGH FIVE.

I JUST WANTED TO MAKE A COMMENT AS IT RELATES TO ARTICLE 13 TAX MATTERS DISSOLUTION, AND I WOULD ASK YOU TO BE TRANSPARENT.

IT APPEARS THAT THE CHANGES BEING MADE TODAY ARE SPECIFICALLY RELATED TO THE ATTORNEY GENERAL OPINION THAT WAS ISSUED REGARDING HOUSE BILL 3 8 9 9.

THERE'S LANGUAGE THAT ALSO TALKS ABOUT, UH, THE FUNDING FROM THE CITY OF AUSTIN BEING SUBJECT TO ANNUAL APPROPRIATION.

UM, BUT BACK TO ARTICLE 13, TAX MATTERS.

SPECIFICALLY I'M READING, UH, SECTION 5 0 1 C3 OF THE INTERNAL REVENUE CODE OF 1986, WHICH SPECIFIES REGARDLESS OF ANY OTHER PROVISION OF THESE ARTICLES, UH, IT SPECIFIES THAT THE INCORPORATION OR THE LAWS OF THE STATE OF TEXAS, THE CORPORATION QUOTE, SHALL NOT DIRECT ANY OF ITS ACTIVITIES TO ATTEMPTING TO INFLUENCE LEGISLATION BY PROPAGANDA OR OTHERWISE UNQUOTE.

AND I JUST WANNA CALL TO YOUR ATTENTION.

IT'S NOT A SECRET.

YOUR VICE CHAIR, MAYOR WATSON, ACTUALLY ACKNOWLEDGED THAT HE LOBBIED, UH, AGAINST HOUSE BILL 3 8 9 9, WHICH WOULD'VE ALLOWED VOTERS TO DETERMINE WHETHER OR NOT TO ISSUE DEBT FOR THE LIGHT RAIL SYSTEM.

AND I SUBMITTED COMMENTS THIS MORNING TO THE FEDERAL REGISTER AND WANT TO JUST CALL TO YOUR ATTENTION THAT NORTH OF DOWNTOWN IS VERY MISLEADING.

YOU ARE NOT GOING TO EVER SERVE THE PEOPLE WHO ARE NORTH OF US, 180 3 SAMSUNG TO APPLE OR EVEN NORTHMORE TRANSIT CENTER.

AND I WANT TO THANK THE STAFF FOR BEING HONEST WHEN I WENT TO THE PROJECT CONNECT COMMUNITY ADVISORY COMMITTEE FOR CLARIFYING THAT, UM, THE MEETING LAST THURSDAY.

AND I WANT YOU TO RECOGNIZE AS WELL THAT WE ALL PAID TAXES INTO THIS SYSTEM.

AND THAT HYDE PARK, 38TH STREET, WAS DEVELOPED EXCLUSIVELY FOR WHITE PEOPLE, 1889 TO ABOUT 1924 BY COLONEL MONROE.

AND IT WAS BUILT EXCLUSIVELY FOR WHITE PEOPLE.

AND EVEN IF YOU CONSIDER HALF A MILE DENSITY FROM THE UNIVERSITY OF TEXAS AT AUSTIN, THERE ARE ONLY 2.9% PHD STUDENTS WHO ARE BLACK AND LESS THAN 5% UNDERGRADUATES WHO ARE BLACK.

SO YOU ARE REALLY JUST GOING TO BE INCREASING DENSITY FOR WHITE PEOPLE, WHITE CHOICE WRITERS, SAN ENJOY SPORTS AND ENTERTAINMENT.

THAT'S A WHOLE LOT OF INFORMATION.

BUT I DO WANT TO LASTLY ACKNOWLEDGE THAT BRANDON CARR ACTUALLY ACKNOWLEDGED, HAVE SPENT PUBLIC FUNDS FOR A LOBBYIST WHEN HE BRIEFED THE PROJECT.

HOW'S THE END OF YOUR 3 MILLION? IF YOU HAVE ANY QUESTIONS, I'LL BE GLADLY ANSWER THEM AT THIS TIME.

UM, THANK YOU, MS. JOSEPH.

UM, I APPRECIATE, UM, SO REGARDING THE 5 0 1 C3 MATTER, I BELIEVE, UM, WE'RE WITHIN OUR, UM, CRITERIA OR THRESHOLD OF LOBBYING FOR THIS, UH, UH, SPECIFIC THING, BUT I REALLY APPRECIATE YOU ADDRESSING THE BOARD.

DO WE HAVE ANYONE ELSE THAT WOULD LIKE TO ADDRESS THE BOARD IN THE ROOM? OKAY, THANK YOU.

UM, I'D LIKE TO TAKE UP ACTION ITEM NOW, WHICH

[3.1 Action Item 1 Approval of minutes from the January 24, 2024 Board Meeting]

IS THE APPROVAL OF THE MEETING MENACE FROM THE JANUARY 24TH, 2024 A TP BOARD MEETING.

I HOPE EVERYONE HAS HAD A CHANCE TO REVIEW THE MEETINGS AND, UH, THE MEETING MINUTES.

AND I WILL REQUEST A MOTION AND A SECOND TO APPROVE THIS ACTION ITEM.

SO MOVED, MOVED BY MAYOR, MOVED BY MAYOR WATSON.

SECOND BY COMMISSIONER.

I'M GONNA SUSTAIN BECAUSE THAT WASN'T HERE.

THANK YOU, SIR.

UM, DISCUSSION ON THE MEETING MINUTES? NO, THERE WAS ONE MINOR CORRECTION THAT I'D LIKE TO SAY ABOUT THE MEETING MINUTES THAT RECORDED THE VOTE FOR, UM, BOARD MEMBER LAMORE, BUT HE WASN'T HERE AT THAT MEETING.

SO IF WE CAN MAKE THAT MINOR CORRECTION ON THE MEETING MINUTES, THAT'D BE GREAT.

YES, I CAN CHANGE THAT.

THANK YOU.

UH, CAN IS THIS WHERE I STIPULATE THAT SINCE HE MISSED, HE HAS TO DO 25 PUSHUP PUSHUPS? YES.

25 PUSHUPS, , YOU GOTTA BE

[00:05:01]

PUNISHED SOMEHOW.

YOU MIS ME IT.

BRING SOMETHING ELSE.

CATCH A 10 POUND AS LONG AS YOU GIVE IT TO THE, SO WITH THAT, WITH THAT FURTHER DISCUSSION, EVERYONE IN FAVOR, PLEASE SAY AYE.

AYE.

AYE.

AND THE MEETING MINUTES HAVE BEEN APPROVED WITH A MINOR CORRECTION.

UM, SO NOW WE'RE GONNA MOVE ON TO PASS IT ON

[2. Executive Director Report]

TO EXECUTIVE DIRECTOR GREG CANE, AND HE'S GONNA GIVE US OUR DIRECTOR'S REPORT AND REMARKS FOR TODAY'S AGENDA.

THANK YOU CHAIR.

UH, WELCOME EVERYONE TODAY FOR OUR A TP BOARD MEETING HERE IN FEBRUARY.

SO JUST REAL QUICK, UM, YOU HAVE IN YOUR PACKET, AND WE'LL PUBLISH ONLINE AGAIN, OUR MONTHLY PROJECT CONNECT STATUS UP TO LOOKING AT ALL THE INVESTMENTS THAT ARE GOING ON AS PART OF THE PROJECT CONNECT PROGRAM.

WE ALSO HAVE, UM, OUR PARTNERSHIP UPDATES AS WELL AS WHAT WE'VE BEEN DOING ON COMMUNITY ENGAGEMENT.

AND ON THE NEXT SLIDE, JUST TO REMIND YOU, WE'RE IN THE MIDDLE RIGHT NOW OF ANOTHER ROUND OF REALLY FANTASTIC COMMUNITY ENGAGEMENT.

I WANNA COMMEND THE COMMUNITY FOR COMING OUT STRONG.

WE'VE HAD TWO GREAT MEETINGS SO FAR.

THERE'S, UH, TWO MORE PLANNED AS WELL AS AN ONLINE ONE.

AND YOU CAN GO TO MORE INFORMATION ON ATP TX.ORG.

WE REALLY LOVE GETTING OUT THERE.

WE'RE LEARNING AND LISTENING ABOUT SPECIFIC ASPECTS OF, UH, OF WHAT WE'RE DOING AS WE'RE ADVANCING OUR PROGRAM, UH, THROUGH THE FEDERAL PROCESS, UH, AS WI IS A PART OF.

SO WE WANT TO THANK EVERYONE AND KEEP COMING OUT AND KEEP CONNECTING WITH US.

UM, OKAY, ON THE NEXT ONE.

AND THEN REAL QUICK, JUST A REALLY SENSE OF WHAT WE'RE DOING TODAY, THE AGENDA, UH, ALL OF OUR ACTION NAMES TODAY ARE REALLY IN SUPPORT OF, UH, A TP ADVANCING ONE OF ITS CORE MISSIONS, WHICH IS, UM, UH, FINANCING LIGHT RAIL, UM, SETTING OUT, UH, THE PLAN AND THE FINANCING PLAN TO, UM, SELL BONDS AND SELL DEBT EXACTLY THE WAY THIS WAS LAID OUT, UM, IN ADVANCE OF THE ELECTION.

AND SO WE'RE EXCITED HERE TODAY AND HAVE, UH, BOTH, UH, CASEY BURACK TO TALK ABOUT SOME OF THE ACTION ITEMS. WE NEED TO SET THAT UP AND WELL AS OUR FINANCE TEAM AND FINANCIAL ADVISOR.

SO I'LL TURN THAT BACK OVER TO YOU.

THANK YOU.

SO WELCOME MS. BURAK.

I BELIEVE YOU HAVE SOME, UM, SLIDES THAT YOU'RE GONNA GO OVER.

YEAH.

THANK YOU.

BOARD MEMBERS FOR, UM, THIS EXCITING MEETING TODAY.

UM, WE'RE, WE ARE, AS, UM, EXECUTIVE DIRECTOR CANAL SAID, MAKING SOME IMPORTANT CHANGES TO OUR DOCUMENTS WITH, UM, INCLUDING OUR GOVERNING DOCUMENTS AND OUR PARTNERSHIP AGREEMENTS THAT'LL HELP SET UP OUR BOND PROGRAM FOR SUCCESS.

I'M GONNA START WITH ACTION ITEMS TWO AND THREE, UM, INCLUDING THE INTERLOCAL AGREEMENT WITH THE CITY OF AUSTIN, WHICH IS, UM, REFERRED TO AS OUR FUNDING AGREEMENT, WHICH IS, UM, HOW THE, THE PROP A MONEY GETS TO A TP IN ORDER TO IMPLEMENT PROJECT CONNECT, AS WELL AS THE JOINT POWERS AGREEMENT, WHICH IS A, UM, TRI-PARTY AGREEMENT WITH THE CITY OF AUSTIN AND CAPITAL METRO.

SO THE FIRST CHA, THE FIRST DOCUMENT THAT WE ARE AMENDING TODAY, AND I THINK IT'S IMPORTANT TO NOTE THAT THE CITY OF AUSTIN AND, AND, UM, HAS ALREADY APPROVED THESE CHANGES YESTERDAY, AND WE'VE BEEN WORKING WITH THEM ON THEM.

IT REPLACES THAT IN OUR LOCAL AGREEMENT, THE FUNDING AGREEMENT BETWEEN THE CITY AND A TP.

UM, IT CLARIFIES THE CITY'S CONTRACTUAL OBLIGATION TO PAY THE PROP A REVENUE TO A TP THAT ALREADY EXISTED.

BUT IT, IT'S, UM, MORE IN A CONTRACTUAL OBLIGATION, UM, STANCE.

THE A THAT A TP HAS THE ABILITY TO UTILIZE THOSE PAYMENTS TO, UM, THAT WE RECEIVE IN ORDER TO SECURE OUR DEBT PROGRAM AND THE BONDS.

AND, UM, IT, IT DOES, UH, MAKE SOME TWEAKS TO THE FREQUENCY OF THE PAYMENTS JUST TO MAKE SURE THAT OUR CASH FLOW IS WORKING AND WE CAN, UM, BUDGET APPROPRIATELY AND ALSO INCLUDE SOME REPORTING REQUIREMENTS NOW FROM THE A TP TO THE CITY, UM, RELATED TO THE REVENUES, EXPENSES, AND EXPENDITURES OF THE ORGANIZATION ON A, ON A REGULAR BASIS.

THE, UM, CHANGES ARE, THERE'S A, THERE'S A SHORT AMENDMENT TO THE JOINT POWERS AGREEMENT BETWEEN THE CITY A TP AND CAP METRO THAT ACKNOWLEDGES THIS NEW FUNDING AGREEMENT AND, UM, MAKES SOME IMPORTANT CHANGES RELATED TO THE REPLACEMENT OF THE ILA.

IN THE JPA ACTION.

ITEMS FOUR AND FIVE ARE THE GOVERNING DOCUMENTS CHANGES TO OUR ARTICLES OF INCORPORATION AND TO THE BYLAWS.

UM, CAPITAL METRO AND THE CITY THIS WEEK ALSO, UH, APPROVE THESE CHANGES.

AND SO OUR ORGANIZATION ADOPTS THEM AS PART OF THE PROCESS IN THE, IN THE AMENDMENT PROVISIONS TO THESE DOCUMENTS.

THE ARTICLES OF INCORPORATION, UM, CLARIFIES ATP'S PURPOSES AND POWERS IN PREPARATION FOR THE BOND ISSUANCE.

UM, IT REMOVES CERTAIN CLAUSES THAT JUST AREN'T LEGALLY APPLICABLE.

UM, AND JUST KIND OF IN MAKING SURE THAT WE'VE, WE ARE READY AND WE'VE, WE'VE CLARIFIED SOME THINGS SINCE THE, SINCE THESE WERE ADOPTED AT OUR INCEPTION.

UM, AND ALSO IT STAGGERS THE TERMS IMPORTANTLY OF THE COMMUNITY EXPERT DIRECTORS, WHICH WERE ALL SET TO EXPIRE AT THE END OF THIS YEAR.

SO THAT MAKE ENSURES THAT IN JANUARY OF NEXT YEAR WE CAN HAVE, UH, PULL DRAW STRAWS AND MAKE SURE THAT YOU GUYS ARE ALL ABLE TO

[00:10:01]

SERVE STAGGERED TERMS. SO WE DON'T HAVE ANY GAPS IN LEADERSHIP.

AND, UM, TWO SMALL CHANGES TO THE BYLAWS.

ONE CONFORMING TO THE ARTICLES CHANGES AND THE PURPOSE STATEMENT.

SO WE REFER NOW TO THE ARTICLES AND, UM, SECONDLY TO, UM, CHANGES.

SO IF WE WANNA AMEND THE BYLAWS, WHICH ARE REALLY KIND OF THE OPERATING AGREEMENT, THE OPERATIONS OF THE BOARD THAT A TP CAN DO.

SO, UM, WITH PRIOR NOTICE TO THE CITY AND CABINET METRO, I BELIEVE THAT'S ALL MY SLIDES.

THERE'S A BLANK SLIDE.

OKAY.

OKAY.

UM, BUT HAPPY TO ANSWER ANY QUESTIONS FROM THE BOARD BEFORE WE MOVE INTO THE ACTION.

THANK YOU.

UM, ANY QUESTIONS FROM MY COLLEAGUES? YES.

UH, BOARD MEMBER LANDMARK.

THANK YOU.

UM, THANKS, CASEY.

I KNOW A LOT OF WORK WENT INTO THIS, SO APPRECIATE Y'ALL DOING THAT.

I, I JUST WANNA MAKE SURE BOTH THAT I UNDERSTAND AND THAT THE PUBLIC UNDERSTANDS.

SO THE, YOU KNOW, IN THE GRAND IS SENSE, ALL OF THESE CHANGES ARE REALLY GEARED TOWARDS US MOVING TOWARDS OUR FIRST ISSUANCE OF DEBT, WHICH IS PRIMARILY CLEANING UP SOME THINGS THAT WERE DONE ORIGINALLY AND DIDN'T REALLY, YOU KNOW, UH, PROPERLY ACCOUNT FOR ALL OF THAT.

SO NOW THIS IS PRIMARILY JUST A CLEANUP TO, TO ALLOW US TO PROPERLY ISSUE DEBT YEAH.

CLEANUP.

AND I THINK IMPORTANTLY, WE'VE NOW HAD BOND COUNCIL WEIGH IN ON OUR DOCUMENTS AND MAKE SURE THAT THEY'RE WHAT THE, THE BOND MARKET IS USED TO SEEING.

AND WE'VE HAD PROTECTIONS IN PLACE SO THAT WE CAN HAVE A SUCCESSFUL DEBT PROGRAM.

OKAY.

SO IT'S ALL GEARED TOWARDS A SUCCESSFUL DEBT PROGRAM? YES.

GREAT.

UM, AND JUST A FEW SPECIFIC THINGS.

ONE, ONE COMMENT IS, YOU KNOW, WE HAD A RED LINE VERSION OF SOME OF THE DOCUMENTS THAT WERE POSTED PUBLICLY AND THEN OTHERS, WE DIDN'T HAVE A RED LINE VERSION.

I THINK IT'D BE NICE IF WE HAD A RED LINE VERSION OF ALL OF THOSE.

WE'VE ALREADY TALKED ABOUT THIS, BUT JUST FOR THE SAKE OF THE PUBLIC BEING ABLE TO LOOK AT EXACTLY WHAT WE'RE CHANGING BECAUSE IT'S DIFFICULT WITHOUT THAT.

YES.

AND I KNOW WE WERE PROVIDED RED LINES OF ALL THE DOCUMENTS, SO WE WERE ABLE TO SEE THAT.

SURE.

HAPPY TO.

OKAY.

ONE OF THOSE PARTICULARLY BLOODY THOUGH, 'CAUSE IT CHANGED SO MUCH .

I KNOW, RIGHT? YEAH.

AND WE, AND YOU TALKED ABOUT THAT.

SO, UM, THEN I JUST WANT A COUPLE OF SPECIFIC THINGS.

WHEN WE TALK ABOUT THE CHANGE TO THE INTERLOCAL AGREEMENT, UM, WE, THERE ARE TWO, YOU KNOW, SUBSTANTIVE ITEMS THAT YOU HIGHLIGHTED IN THE COVER MEMO TO IT.

ONE IS THAT WE ARE MAKING SURE THAT ATPS, UH, THAT THE PAYMENTS TO A TP ARE SUBJECT TO ANNUAL APPROPRIATION.

WOULD YOU JUST EXPLAIN, YOU KNOW, THE SIGNIFICANCE OF THAT, UM, EVEN THOUGH IT WAS ALWAYS ENVISIONED CLEAR, PULLING THAT OUT AND CLARIFYING IT? SURE.

I THINK WE JUST DIDN'T STATE IT AS CLEARLY AS WE COULD, SHOULD HAVE FROM THE BEGINNING, BUT IT WAS THE INTENT.

AND IN FACT, THE WAY THAT WE GET OUR FUNDING IS AFTER AN APPROPRIATION EVERY YEAR BY THE CITY.

SO THAT'S THE WAY THAT IT WORKS.

AND SO WE JUST WANNA MAKE SURE THAT THE DOCUMENTS REFLECTED THAT AND THAT THIS WILL BE AN APPROPRIATION PLEDGE.

SO IT'S NOT A CHANGE TO THE SUBSTANCE OF THE WAY THINGS WERE ALWAYS ENVISIONED TO OCCUR, JUST MORE ACCURATELY REFLECTS THE PRACTICAL REALITY OF HOW WE WORK.

OKAY.

GREAT.

AND THEN IT SAYS WE, UM, ARE ADDING NEW FINANCIAL REPORTING REQUIREMENTS FOR THE BENEFIT OF THE CITY.

WHAT ARE THOSE? SURE.

SO THERE'S TWO.

ONE IS A QUARTERLY UPDATE THAT WILL START IMMEDIATELY OKAY.

TO THE CITY FINANCE STAFF FROM A TP RELATED TO OUR REVENUES, EXPENDITURES, AND EXPENSES.

AND THE SECOND ONE IS ONCE WE'VE ENTERED INTO THE ENTRY TO ENGINEERING PHASE OF THE CAPITAL INVESTMENT GRANT, NEW STARTS PROGRAM, WHERE WE WILL BE PROVIDING THIS INFORMATION ALSO TO FTA, WE'RE GOING TO BE GIVING AN ANNUAL FORECAST TO THE CITY FINANCE STAFF AS WELL.

THAT ALSO SPEAKS TO OUR LONG AND SHORT TERM FINANCIAL PLANS AND, UM, THE REVENUES, EXPENSES AND EXPENDITURES OF THE ORGANIZATION.

AND SO THIS WAS NEGOTIATED WITH THE CITY AND IT'S EVERYTHING THAT THEY SAID THEY NEEDED TO BE COMFORTABLE WITH THIS TRANSFER BETWEEN US.

YES.

OKAY.

GREAT.

AND THEN, UM, LET'S SEE, ON THE, UH, JOINT POWERS AGREEMENT, UM, YOU MENTIONED THAT WE ARE, YOU KNOW, CLARIFYING THAT IN THE EVENT OF CONFLICT BETWEEN THE FUNDING AGREEMENT AND THE JPA, THE FUNDING AGREEMENT CONTROLS.

WHAT'S THE SIGNIFICANCE OF THAT? IT'S JUST IMPORTANT THAT BECAUSE THE FUNDING AGREEMENT, WHICH IS A MUCH NARROWER DOCUMENT THAN THE JPA, WHICH SPEAKS TO THE BROADER ROLES OF THE THREE PARTIES, THE FUNDING AGREEMENT SPEAKS TO THAT, THAT THE MOVEMENT OF THE FUNDS AND HOW THAT WORKS FOR OUR BOND PROGRAM CRITICALLY.

AND SO IT'S IMPORTANT THAT THE TERMS OF THAT DOCUMENT CONTROL OVER ANY OTHER AGREEMENT WE HAVE WITH THE, WITH THE PARTIES SO THAT THE BOND HOLDERS KNOW TO LOOK TO THAT DOCUMENT, UM, TO UNDERSTAND HOW OUR PROGRAM WORKS.

SO THIS IS PRIMARILY PUTTING THINGS IN PLACE SO THAT THE BOND MARKET,

[00:15:01]

YOU KNOW, CAN ISSUE OUR DEBT IN THE MOST FAVORABLE WAY POSSIBLE AND SIMPLE AND CLEAR.

GREAT.

AND THEN, UM, OKAY, WE'VE ALREADY COVERED THE JPA, THEN YOU MENTIONED ALSO, UM, THE STAGGERED TERMS IN THE, UM, IS IT OUR BYLAWS? IT'S OUR BYLAWS, NOT OUR ARTICLES OF INCORPORATION, RIGHT? THE ARTICLES OF INCORPORATION, IT'S THE ARTICLES OF INCORPORATION.

AND WE, I KNOW THAT WE HAD A, YOU KNOW, WE DID A GOVERNANCE REVIEW WITH EY THAT HAD A WHOLE BUNCH OF RECOMMENDATIONS AND THIS WAS ONE OF THEM.

BUT, BUT WE STILL HAVE YET TO, YOU KNOW, FULLY CONSIDER AND IMPLEMENT ALL OF THE GOVERNANCE, UM, RECOMMENDATIONS FROM EY, BUT WE PULLED THIS ONE OUT.

WHAT, WHY THIS ONE? WHY IS THIS ONE BEING PULLED FORWARD RELATIVE TO THE CONSIDERATION OF ALL OF THE REST? WELL, I THINK IMPORTANTLY IT'S ONE THAT'S WE HAVE TO SOLVE FOR IN THE IMMEDIATE TERM.

OKAY.

BUT ALSO IT'S GOOD GOVERNANCE FROM A BONDHOLDER MARKET.

OKAY.

AND THEY WANNA SEE THAT WE ARE DOING WHAT'S BEST PRACTICE AND THE WAY THAT WE'RE OPERATING THIS BOARD.

AND SO THERE WAS A REASON TO ALSO DO THIS TO CLARIFY AND MAKE SURE THAT WE WERE SET UP TO SUCCESSFULLY ISSUE DEBT.

AND SO, BUT WE, WE'LL STILL AT SOME POINT, TAKE UNDER CONSIDERATION AND IS MAYBE MORE FOR GRADE THAN YOU ALL OF THE EY, UM, ABSOLUTELY RECOMMENDATION.

ABSOLUTELY.

OKAY, GREAT.

THANKS.

THANK YOU FOR YOUR QUESTIONS, BOARD MEMBER LONGMORE, AND YOUR ANSWERS.

THANK YOU.

UM, MINE IS A FOLLOW UP QUESTION ON THE REPORTING REQUIREMENTS FROM A TP.

I NOTICED THAT THEY WERE QUARTERLY AND SINCE WE'RE, UM, DISCUSSING THIS ITEM RIGHT NOW, AND IT'S AT THE END OF FEBRUARY, MIDDLE OF FEBRUARY, UM, THE FIRST DEADLINE FOR THAT REPORTING IS STATED IN OUR DOCUMENTS TO BE MARCH 1ST.

WOULD THAT BE THE FIRST TIME THAT THE CITY WILL GET THE REPORTING OR WE'RE STARTING ON THE SECOND QUAR THE LAST QUARTER OR THE MIDDLE OF THE YEAR? I BELIEVE MARCH 1ST IS OUR PLAN.

THAT'S MARCH 1ST.

WE'RE GONNA SIGN THIS DOCUMENT TODAY, SO , OKAY.

YEP.

UM, AND I WANNA THANK PUBLICLY THE, THE ATTORNEYS WHO WORK SO HARD ON ALL OF THESE DOCUMENTS.

I KNOW THERE WAS A HEAVY LIFT ON SO MANY MOVING PARTS AND I KNOW THERE WAS A, AN INCREDIBLE AMOUNT OF HEAVY LIFT FROM ALL OF YOU.

SO THANK YOU.

UM, ANYONE HAS ANY MORE QUESTIONS? NO, NO FURTHER QUESTIONS FROM THE BOARD.

PERFECT.

UM, I'D LIKE TO,

[3.2 Action Item 2 Approval of a resolution authorizing the Executive Director, or their designee, to negotiate and execute an Amended and Restated Interlocal Cooperation Agreement with the City of Austin for the City to provide funding for the Implementation of Project Connect]

UM, NOW REQUEST A MOTION AND A SECOND TO APPROVE ITEM NUMBER TWO, WHICH AUTHORIZES THE NEGOTIATION AND EXECUTION OF THE AMENDMENT AND RESTATED INTERLOCAL COOPERATION AGREEMENT WITH THE CITY OF AUSTIN.

DO I HAVE A MOTION AND A SECOND? SO MOVED BY COMMISSIONER PAVILION, SECOND BY BOARD MEMBER GARZA.

ANY DISCUSSION? NO FURTHER DISCUSSION.

UH, EVERYONE IN FAVOR, PLEASE SAY AYE.

AYE.

AYE.

AYE.

IT'S PASSED UNANIMOUSLY.

ACTION ITEM NUMBER TWO.

NOW I'D LIKE TO REQUEST

[3.3 Action Item 3 Approval of a resolution authorizing the Executive Director, or their designee, to negotiate and execute an amendment to the Joint Powers Agreement (JPA) to clarify the terms of funding, replace Exhibit D to the JPA, and other related changes]

A MOTION AND A SECOND TO APPROVE ITEM NUMBER THREE, WHICH AUTHORIZES THE NEGOTIATION AND EXECUTION OF THE AMENDMENT TO THE JOINT POWERS AGREEMENT.

DO I HAVE A MOTION AND A SECOND? SO MOVED.

MOVED BY BOARD MEMBER LAMORE SECOND BY MAYOR WATSON.

ANY DISCUSSION? NO DISCUSSION.

EVERYONE IN FAVOR, PLEASE SAY AYE.

AYE.

AYE.

ACTION ITEM NUMBER THREE, PASSES UNANIMOUSLY.

[3.4 Action Item 4 Approval of a resolution adopting articles of amendment to the Articles of Incorporation of Austin Transit Partnership to improve Board operations and governance, including staggering the Board terms, clarifying ATP’s purposes and powers, and other related changes]

NOW MOVING ON TO ACTION ITEM NUMBER FOUR, ADOPTING THE ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE AUSTIN TRANSIT PARTNERSHIP.

DO I HAVE A MOTION AND A SECOND VOTE BY BOARD MEMBER GARCIA, SECOND BY BOARD MEMBER LAMORE.

ANY DISCUSSION? NO DISCUSSION.

EVERYONE IN FAVOR, PLEASE SAY AYE.

AYE.

AYE.

ACTION ITEM NUMBER FOUR, PASSES UNANIMOUSLY.

I REQUEST A MOTION

[3.5 Action Item 5 Approval of a resolution adopting the Amended and Restated Bylaws of ATP to conform changes to the Amended and Restated Articles of Incorporation and revise the procedures for amending the Bylaws]

AND A SECOND TO PROVIDE ITEM NUMBER FIVE, ADOPTING THE AMENDMENT, THE AMENDED AND RESTATED BYLAWS OF A TP.

DO I HAVE A MOTION AND A SECOND MOVE BY, UH, COMMISSIONER TRILLIAN SECOND.

SECOND BY BOARD MEMBER .

I DIDN'T TURN FAST ENOUGH TO SEE YOU, MAYOR.

I'M SORRY, .

ANY DISCUSSION? NO DISCUSSION.

UM, EVERYONE IN FAVOR, PLEASE SAY AYE.

AYE.

AYE.

ACTION ITEM NUMBER FIVE IS ADOPTED UNANIMOUSLY.

SO FOR ACTION ITEM SIX AND SEVEN, WE WILL FIRST HEAR AN OVERVIEW FROM STAFF

[00:20:01]

FOR THESE ITEMS. AND WE'RE JOINED BY BRIAN RIVERA, ATP'S, CHIEF FINANCIAL OFFICER, BRAD CUMMINGS, SENIOR VICE PRESIDENT OF PROCUREMENT, AND DENNIS WHALEY, A REPRESENTATIVE FROM PFM.

AND, UH, WE'RE GONNA GO THROUGH SOME SLIDES.

SO, WELCOME GENTLEMEN.

GOOD MORNING, CHAIR, BOARD MEMBERS, EXECUTIVE DIRECTOR, CANEI.

UM, SO TO MY RIGHT HERE, I'M JOINED BY DENNIS WHALEY, A REPRESENTATIVE FROM PFM ETPS FINANCIAL ADVISOR.

SO WHAT WE'RE CONSIDERING TODAY IS A BOND RESOLUTION FOR ATP'S FIRST ISSUANCE OF BONDS.

UM, DENNIS, I'LL GO OVER A HIGH LEVEL OVERVIEW OF THE ISSUANCE ITSELF, AND THEN I'LL WALK THROUGH EACH OF THE DOCUMENTS THAT ARE GONNA BE APPROVED AS PART OF THE RESOLUTION.

SO I'M DENNIS WHALEY WITH PFM, WE'RE THE FINANCIAL ADVISOR TO A TP.

UH, TALK A LITTLE BIT ABOUT THE BOND SALE.

FIRST, UH, THE DELEGATION OF AUTHORITY TO APPROVE THE BOND SALE.

UH, WE, THE LIST OF, UH, PEOPLE THAT CAN DO THE APPROVAL WILL BE THE CHAIR OF THE BOARD EXECUTIVE DIRECTOR AND THE CHIEF FINANCIAL OFFICER.

THE MAXIMUM PRINCIPAL AMOUNT OF THE BOND SALE WILL BE $150 MILLION.

THE MAXIMUM TERM OF THE BONDS WILL BE 40 YEARS.

AND THE, UH, PARAMETERS WILL ALSO INCLUDE THAT THE SALE NEEDS TO BE, UH, DONE WITHIN THE NEXT YEAR.

SO BY FEBRUARY 16TH, 2025.

THANKS, DENNIS.

UM, SO WITHIN THE RESOLUTION ITSELF, THE, THE BOARD IS GONNA BE APPROVING THE FORM OF THREE SEPARATE DOCUMENTS.

SO ONE OF THE FIRST DOCUMENTS IS THE MASTER TRUST AGREEMENT, AND ULTIMATELY IT ESTABLISHES THE FRAMEWORK FOR ATP'S FINANCING PROGRAM AS A WHOLE.

AND IT'S GONNA BE THE GOVERNING DOCUMENT FOR CURRENT OBLIGATIONS IN ALL FUTURE OBLIGATIONS THAT ARE ISSUED BY A TP.

THE NEXT DOCUMENT THAT'S GONNA BE INCLUDED, OR THAT IS INCLUDED WITHIN THE RESOLUTION IS THE FIRST SUPPLEMENTAL AGREEMENT.

AND ULTIMATELY THAT FIRST SUPPLEMENTAL AGREEMENT IS ALL OF THE PARAMETERS FOR THIS ONE PARTICULAR ISSUANCE.

SO IT SPECIFIES THE LIEN STRUCTURE FOR THESE OBLIGATIONS.

IT ALSO OUTLINES CERTAIN MATURITY DATES AND PREPAYMENT TERMS WITHIN THE OBLIGATIONS THEMSELVES.

AND LASTLY, THE LAST DOCUMENT THAT'S A PART OF THE RESOLUTION ITSELF IS THE PURCHASE CONTRACTS THAT ARE GONNA BE ENTERED INTO WITH THE UNDERWRITER FIRMS. UM, AND ULTIMATELY WHAT THAT DOCUMENT SETS OUT IS CERTAIN REQUIREMENTS THAT NEED TO BE MET FOR A FINANCIAL CLOSE OF THE SALE OF THE DOCUMENTS.

UM, WE'LL FOLLOW UP WITH QUESTIONS IN A SEC.

WE'LL, WE'LL TURN IT OVER TO BRAD CUMMINGS TO TALK THROUGH THE NEXT ACTION ITEM.

THANKS, BRIAN.

UM, I'M GOING TO BE PROVIDING, UM, THE BOARD SUMMARY OF THE PROCUREMENT ACTIONS THAT TOOK PLACE TO BRING ON THE UNDERWRITERS.

WE ISSUED US, UH, RFP, UM, BACK IN NOVEMBER.

WE HAD MORE THAN 30 PLUS FIRMS RESPOND TO THE SOLICITATION, WHICH IS GREAT.

UM, FIRMS WERE SELECTED BASED ON, UM, DIFFERENT CRITERIA THAT'S OUTLINED IN THE SLIDE THAT CAN ALSO PROVIDED IN YOUR MEMO, BUT IT, IT DEALS WITH THEIR EXPERIENCE, THEIR REACH, THEIR PERSONNEL.

UM, THE CONTRACT TERM FOR THIS CONTRACT'S GOING TO BE THREE YEAR BASE PLUS TWO, UM, ONE YEAR OPTIONS.

UM, IMPORTANT TO NOTE, FIRMS ARE GOING TO BE ASSIGNED TRANSACTIONS, UM, ON A ROTATIONAL BASIS BASED ON CURRENT MARKET NEEDS.

AND WHO HAS THE BEST ACCESS TO THE BEST RATES AT THAT TIME? UM, SO, UM, THERE ARE 10 FIRMS THAT ARE IDENTIFIED.

UM, IT'S GREAT.

WE HAVE REGIONAL, NATIONAL AND LOCAL BASED FIRMS. UM, SO WE'RE HITTING ON MARKET TYPES ALONG THIS PROCESS.

UM, AND THOSE FIRMS ARE IDENTIFIED IN, UM, SLIDE DECK TWO.

UM, BUT YOU'LL SEE THERE MINORITY BASED FIRMS AND THEN LOCAL, REGIONAL AND NATIONAL BASED.

AND WITH THAT, DURING THE TIME WE, ANY QUESTIONS YOU MAY HAVE, COLLEAGUES, DO YOU HAVE ANY QUESTIONS FOR TEAM? ONE QUESTION.

YES.

BOARD MEMBER GARON? YES.

UM, THE INTEREST RATE IS DETERMINED COMPETITIVELY, RIGHT? IS THERE A PARAMETER FOR THAT? SO THIS IS GONNA BE A NEGOTIATED SALE WHERE WE'RE GONNA WORK WITH THE TEAM OF UNDERWRITERS THAT WE'RE GONNA SELECT AS WE GET CLOSER TO THE ISSUANCE OF THE TRANSACTION.

AND ULTIMATELY INTEREST RATES ARE DETERMINED BY THE MARKET AT THAT POINT IN TIME WHEN WE'RE ENTERING INTO THE SALE OF THE BONDS.

SO WHAT IS THE LIMIT THAT WE SAID WE WE SENDING A LIMIT? OR, OR, YEAH.

SO WITHIN THE BOND RESOLUTION ITSELF, AS PART OF THE PARAMETER ORDINANCE OR THE DELEGATED AUTHORITY TO THE PRICING OFFICERS, THERE IS AN INTEREST RATE LIMIT AND ULTIMATELY THAT INTEREST RATE LIMIT THAT'S SET WITHIN THE RESOLUTION IS THE MAXIMUM

[00:25:01]

ALLOWABLE INTEREST RATE UNDER STATE LAW.

UM, ANY QUESTIONS? YEAH, FOR MEMBER LANDMARK, THANK YOU.

UM, I JUST WANNA MAKE SURE I UNDERSTAND SOME OF THE ASPECTS OF THIS.

UM, SO WE'RE INITIALLY AUTHORIZING $150 MILLION OF DEBT.

OBVIOUSLY THE PROJECT IS GONNA REQUIRE MORE THAN THAT.

UM, HOW WILL WE ISSUE DEBT GOING FORWARD? UM, LIKE WILL WE REACH A POINT WHERE WE ISSUE DEBT FOR THE FULL PROJECT VALUE OR WILL IT BE A BILLION HERE WHEN WE NEED IT, BURN THAT DOWN THE NEXT ROUND? YEAH, GREAT QUESTION.

SO IT'S GONNA BE ON A AS NEEDED BASIS DEPENDING ON CASH FLOW NEEDS.

ULTIMATELY, YES, WE WILL BE BEFORE THE BOARD AT A FUTURE DATE WITH ANOTHER ISSUANCE, BUT AGAIN, THAT'S GONNA BE A SEPARATE ISSUANCE ISSUED UNDER A SEPARATE SUPPLEMENTAL AGREEMENT THAT THE BOARD WOULD HAVE TO APPROVE AT THAT POINT IN TIME.

OKAY.

SO WE DO ENVISION A NUMBER OF ROUNDS OF DEBT ISSUANCES OVER THE COURSE OF TIME TO FUND SLASH FINANCE THE WHOLE PROJECT.

CORRECT.

AND, UM, ON, ON THE, ONE OF THE, WHEREAS CLAUSES IT SAYS, UM, THAT WE'RE GONNA PAY THE COST OF LIGHT RAIL COMPONENTS, WHICH FINANCING PROGRAM IS CURRENTLY ESTIMATED NOT TO EXCEED 5 BILLION? SO ARE, ARE WE SETTING A CAP AT 5 BILLION AND WHAT, WHAT YEAR DOLLARS ARE THOSE? BECAUSE I WOULD THINK THAT'S NOT YEAR OF EXPENDITURE DOLLARS, BUT THAT'S CURRENT.

SO THAT'S ACTUALLY THE $5 BILLION NUMBER THAT'S INCLUDED WITHIN THE MASTER TRUST AGREEMENT IS OUR CURRENT ESTIMATE AS FAR AS OUR FINANCING NEEDS OVER THE COURSE OF IMPLEMENTATION FOR PHASE ONE.

SO, SO THAT'S, SO THE 5 BILLION WOULD BE, UM, BASED ON FUTURE DOLLAR VALUES.

IT'S LIKE WE HAVE SET THAT CAP AT THAT AMOUNT? CORRECT.

OKAY.

UM, AND THEN WE TALKED ABOUT WE'RE GONNA USE THIS 150 MILLION FROM THIS FIRST ROUND, ASSUMING THAT IT GETS ISSUED, UM, TO REIMBURSE OURSELF FOR PRE-EXISTING COSTS.

CAN YOU EXPLAIN THAT WE'VE ALREADY INCURRED, CAN YOU EXPLAIN HOW THAT WORKS? SURE.

SO THERE'S A MECHANISM ALLOWABLE TO THE BOARD TO, FOR APPROVAL.

IT'S CALLED A REIMBURSEMENT RESOLUTION.

AND ULTIMATELY IT'S A CASH FLOW MECHANISM THAT WE UTILIZE HERE AT A TP TO ALLOW US TO SPEND MONEY WITH CASH THAT WE HAVE ON HAND CURRENTLY.

UM, AND THEN TO PRESERVE THE TAX EXEMPT STATUS OF A FUTURE BOND ISSUANCE, IT ALLOWS US TO REIMBURSE OURSELVES WITH THOSE BOND PROCEEDS FOR COSTS INCURRED OVER THE DURATION SET WITHIN THE REIMBURSEMENT RESOLUTION.

SO WITH THE FISCAL YEAR 23 BUDGET, THERE WAS A REIMBURSEMENT RESOLUTION THAT WAS PASSED AT THAT POINT IN TIME THAT COVERED A CERTAIN AMOUNT OF COSTS THAT COULD BE RE REIMBURSABLE FROM A FUTURE BOND ISSUANCE.

AND THIS IS THAT FUTURE BOND ISSUANCE, I'M NOT QUITE SURE I UNDERSTAND HOW WE MAINTAIN OUR TAX EXEMPT STATUS BY REIMBURSING OURSELVES OUT OF BOND PROCEEDS.

THE SOURCE OF REVENUE IS ALL THE SAME.

RIGHT.

OBVIOUSLY IT'S A MECHANISM UNDER, UM, IRS REGULATIONS THAT ALLOWS US THAT AUTHORITY TO PRESERVE THE TAX EXEMPT STATUS FOR A FUTURE ISSUANCE OF BONDS ON COST INCURRED PRIOR TO THE BOND ISSUANCE.

AND THERE'S CERTAIN PARAMETERS THAT NEED TO BE MET, FOR INSTANCE, UM, REIMBURSABLE COSTS NEED TO, YOU ONLY HAVE A THREE YEAR WINDOW REALLY, UM, TO ALLOW FOR THE REIMBURSEMENT OF THOSE COSTS.

AND THEN THERE'S OTHER PARAMETERS SET.

BUT IF WE DIDN'T REIMBURSE OURSELF FOR THOSE COSTS, WOULD WE SOMEHOW JEOPARDIZE THE TAX EXEMPT STATUS OF THAT? THAT'S THE POINT I'M NOT GETTING IS HOW REIMBURSING OURSELVES PRESERVES THE TAX.

OBVIOUSLY STATUS DEBT IS A HUGE RIGHT, RIGHT.

BUT I I'M STILL NOT THE CONNECTION BETWEEN THE REIMBURSEMENT.

LEMME TRY.

SO THE, THE REASON TO HAVE A REIMBURSEMENT RESOLUTION IS SO THAT YOU WILL BE ABLE TO GO TO MARKET AT A FUTURE DATE AND ISSUE BONDS ON A TAX EXEMPT BASIS.

IF YOU DID NOT PUT THAT REIMBURSEMENT RESOLUTION IN PLACE WITH A 2023, THEN YOU WOULD NOT HAVE THE ABILITY TO REIMBURSE YOURSELF FUTURE IN THE FUTURE ON A TAX EXEMPT BASIS.

I SEE.

SO WHAT WE'RE DOING IS NOT, WE'RE NOT PRESERVING THE TAX EXEMPT STATUS OF FUTURE DEBT.

WHAT WE'RE ALLOWING IS TO USE THOSE FUNDS TO REIMBURSE OURSELVES IF WE PAID EXPENSES FROM REVENUE THAT WASN'T THE RESULT OF A BOND ISSUANCE.

CORRECT.

GOT IT.

GET THAT.

UM, AND, AND THIS IS TO, UM, BOARD MEMBER GARZA'S POINT, JUST MAKING SURE I UNDERSTAND ON THIS,

[00:30:01]

YOU KNOW, TALKING ABOUT THE, UM, SOME OF THE STATE REQUIREMENTS THAT WE'RE IMPOSING THAT, THAT ARE IMPOSED OR THAT WE'RE PUTTING ON OURSELVES WITH RESPECT TO THE ISSUANCE OF THE DEBT.

IT SAYS THE PURCHASE PRICE ON THE SERIES OF BONDS BE, UM, IN NO EVENT WILL THE PURCHASE PRICE OF ANY SERIES OF BONDS BE LESS THAN 90% OF THE AGGREGATE PRINCIPAL AMOUNT WITH SOME ADD-ONS.

IS THAT ALSO A FUNCTION OF THE MAXIMUM INTEREST RATE? BECAUSE OBVIOUSLY IF THE INTEREST RATE RISES FROM OUR STATED INTEREST RATE, THE VALUE OF THE BONDS FALL IS, IS THAT THE DYNAMIC AT PLAY THERE? WHY, WHY THIS 90% LIMITATION? WE DON'T WANNA SELL BONDS AT A DEEP DISCOUNT.

WE WOULD RATHER SELL BONDS AT PAR OR PREMIUM.

UH, IT'S MORE ADVANTAGEOUS, ADVANTAGEOUS TO A TP TO SELL BONDS AT POWER PREMIUM.

YOU'LL SELL MORE, YOU'LL, IT WON'T COST, YOU'LL NEED TO RAISE MORE DOLLARS IF YOU SELL BONDS AT 90 CENTS ON THE DOLLAR BECAUSE THOSE BONDS ARE GOING TO ACCRETE TO, UH, A HUNDRED TO A DOLLAR.

YEAH.

OVER TIME.

RIGHT.

SO YOU, LET'S, AND DON'T HOLD ME TO THESE NUMBERS, BUT IF YOU WANNA RAISE $150 MILLION, YOU MAY HAVE TO SELL 180 MILLION BECAUSE YOU'RE SELLING 'EM AT 90 CENTS ON A DOLLAR.

BUT ISN'T THAT ALL A FUNCTION OF OUR STATED INTEREST RATE IN OUR BONDS RELATIVE TO WHAT THE MARKET INTEREST RATES ARE AT THE POINT THAT WE SELL? YEAH, YOU'RE, BUT YOU'RE, YES.

AND YOUR STATED INTEREST RATE WILL BE WHATEVER COUPON IS ON THE BONDS, RIGHT.

WHICH IS USUALLY 5% AND THEN YIELDS ARE, AND THE CURRENT MARKET ARE LOWER THAN 5%.

SO YOU'LL BE SELLING BONDS THAT ARE PREMIUM, BUT, BUT WHAT IF OUR STATED WAS 5% AND MARKET RATES WERE NINE? WELL, WHEN WE GO OUT WITH THE, UH, SUPPLEMENT, WE WILL PUT IN THERE A MAXIMUM INTEREST RATE THAT WE THINK IS REASONABLE CONSIDERING WHAT THE MARKET CONDITIONS WILL BE WHEN WE SELL.

OKAY.

SO THAT WAY WE'LL HAVE A, THAT MAX INTEREST RATE WILL BE A LITTLE BIT HIGHER THAN WHAT WE EXPECT TO SELL BONDS AT.

GOT IT.

OKAY.

THANKS.

DONE.

THANKS THE MIC.

THANK YOU.

UM, SO IF WITHOUT FURTHER DISCUSSION OR DID YOU REACH FOR YOUR MIC MEMBER? NO, UH, NO.

I WAS REACHING.

OH, OKAY.

THANK YOU.

.

I WANNA MAKE SURE I DON'T SKIP YOU.

SO I'D LIKE TO NOW REQUEST A MOTION A SECOND TO

[3.6 Action Item 6 Approval of a resolution authorizing the issuance and sale of Austin Transit Partnership Local Government Corporation contract revenue bonds in one or more series in an aggregate principal amount not to exceed $150,000,000 in accordance with the parameters and purposes set out in the resolution (including payment or reimbursement of costs related to the light rail components of Project Connect), authorizing related documents and approving the payment of costs of issuance and all related fees, and providing that the sale be accomplished by February 16, 2025; and approving other matters related to the bonds including instituting a bond validation suit]

APPROVE ITEM NUMBER SIX AS PRESENTED TO THE BOARD BY MR. RIVERA, AN ATP'S FINANCIAL ADVISOR.

DO I HAVE A MOTION OR SECOND? SO MOVED.

MOVED BY BOARD MEMBER LANGOR SECOND BY BOARD MEMBER GARZA.

ANY FURTHER DISCUSSION? UM, I DID MEANT TO ASK YOU ONE QUESTION DURING THIS DISCUSSION PERIOD WHEN YOU WERE TALKING ABOUT THE REIMBURSEMENT.

I KNOW THAT WHEN WE ENTER INTO PROJECT DEVELOPMENT, WE MAY ALSO GET REIMBURSEMENT FROM THE FEDERAL GOVERNMENT.

SO HOW DOES THAT PLAY WITH THE DIFFERENCE OF THE REIMBURSEMENT THAT'S SEPARATE AND APART? OKAY.

UM, IT'S A SEPARATE ISSUE.

UM, BUT ULTIMATELY, YES, THERE WILL BE A SEPARATE REIMBURSEMENT PROVIDED BY FTA FOR CERTAIN ALLOWABLE COSTS, UM, ASSOCIATED WITH THE PROJECT.

SO IT'S ALL ABOUT A CASH FLOW MECHANISM AND KIND OF DEALING WITH BOTH REIMBURSEMENT ON A, UM, BOND SALE SIDE AND THEN ALSO REIMBURSEMENT COMING FROM THE FEDS FOR ELIGIBLE PROJECT COSTS.

SO, SO I THINK THAT TO KEEP MATTERS CLEAR, SOME OF THE THINGS THAT WOULD BE REIMBURSED, THE, THE QUALIFYING EXPENSES THAT WE'LL BE SEEKING, UM, BECAUSE WE'RE ADVANCING THE PROGRAM, UM, SOME OF THOSE WOULD BE QUALIFIED EXPENSES, CORRECT.

THAT FOR FDA CORRECT REIMBURSEMENT.

CORRECT.

FROM THE TIME OF PROJECT DEVELOPMENT? CORRECT.

OKAY.

THANK YOU.

MM-HMM, .

UH, SO WITHOUT FURTHER DISCUSSION, UH, I'D LIKE TO NOW CALL FOR A VOTE.

EVERYONE IN FAVOR, PLEASE SAY AYE.

AYE.

AYE.

AYE.

ACTION ITEM NUMBER SIX, PASSES UNANIMOUSLY.

THANK YOU.

NOW WE WOULD LIKE TO REQUEST

[3.7 Action Item 7 Approval of a resolution authorizing the negotiation and execution of contracts with a pool of investment banking firms for professional underwriting and investment banking services for negotiated bond sales]

A MOTION AND A SECOND TO APPROVE ITEM NUMBER SEVEN AS PRESENTED TO THE BOARD BY MR. CUMMINGS.

UM, DO I HAVE A MOTION AND A SECOND MOVE APPROVAL? MOVE BY COMMISSIONER PIA SECOND BY MAYOR WATSON.

ANY DISCUSSION? ANY DISCUSSION FOR ITEM NUMBER SEVEN? UM, THANK YOU FOR HAVING 5 3, 2 , THE FIVE NATIONAL FIRMS,

[00:35:01]

THREE STATE FIRMS, AND TWO LOCAL FIRMS. SO I REALLY LIKE THE COMPOSITION OF THE TEAMS THAT, UM, RESPONDED TO THE SOLICITATION.

SO THANK YOU FOR THE HARD WORK.

UM, I'D LIKE TO, UM, CALL NOW FOR A VOTE.

EVERYONE IN FAVOR FOR ACTION NUMBER SEVEN, PLEASE SAY AYE.

AYE.

AYE.

AND ACTION NUMBER SEVEN PASSES UNANIMOUSLY.

THANK YOU, GENTLEMEN.

[4. Executive Session]

SO THE A TP BOARD WILL NOW ENTER EXECUTIVE SESSION PURSUANT TO SECTION 5 51 0.074 OF THE TEXAS GOVERNMENT CODE DELIBERATIONS REGARDING PERSONNEL MATTERS FOR PERSONNEL MATTERS RELATED TO THE DIRECTOR OF INTERNAL AUDIT PERFORMANCE REVIEW.

SO THERE'S NO EXPECTED ACTION OR DISCUSSION FROM THE BOARD FOLLOWING EXECUTIVE SESSION.

AND THE TIME IS 1138.

THIS CONCLUDES THE FEBRUARY 16 A TP BOARD OF DIRECTORS MEETING.

OH, WE JUST FINISHED WITH THE TIME.

YEAH, THAT'S RIGHT.

WE WE'LL ADJOURN AFTER EXECUTIVE SESSION.

THANK YOU.

THANK YOU EVERYONE FOR COMING.

BYE-BYE.

UH, THANK YOU TO EVERYONE THAT TUNED INTO THE MEETING.

UM, THE BOARD IS NOW OUT OF EXECUTIVE SESSION.

THE TIME IS 1:05 PM AND THE MEETING OF THE AUSTIN TRANSIT PARTNERSHIP BOARD OF DIRECTORS STANDS ADJOURN.

THANK YOU.