TEXAS TRANSPORTATION COMMISSION

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Ira Campbell
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1 TEXAS TRANSPORTATION COMMISSION VARIOUS Counties MINUTE ORDER Page 1 of 2 DALLAS & FORT WORTH Districts Transportation Code, requires the Texas Department of Transportation (department) to create a separate account in the state highway fund to hold payments received by the department under a comprehensive development agreement (CDA) and the surplus revenue of a toll project or system. The department is required to create subaccounts in the account for each project, system, or region, and to hold money in a subaccount in trust for the benefit of the region in which the project or system is located. Interest earned on money in a subaccount shall be deposited to the credit of that subaccount. The department may assign the responsibility for allocating money in a subaccount to the metropolitan planning organization (MPO) in which the region is located. The department has created subaccounts in the state highway fund to hold the payments received from the North Texas Tollway Authority (NTTA) for the right to develop, finance, design, construct, operate, and maintain the toll project from I-20 to SH 183 in Dallas County ( payments). Pursuant to Transportation Code, , the payments may be used to pay the costs of a transportation project, highway project, or air-quality project within a region in which any part of the toll project is located. Money must be allocated to projects authorized by Transportation Code, or , as applicable. An air-quality project is a project or program of the department or another governmental entity that the Texas Transportation Commission (commission) determines will mitigate or prevent air pollution caused by the construction, maintenance, or use of public roads. In Minute Order , dated October 26, 2006, the commission approved, and authorized the department s executive director to enter into, a memorandum of understanding (MOU) with the Regional Transportation Council (RTC), the transportation policy council of the North Central Texas Council of Governments (NCTCOG), a federally designated MPO, concerning the administration, sharing, and use of surplus toll revenue and CDA concession payments in the region served by the NCTCOG. The toll project is located in the region served by the NCTCOG. Responsibility for allocating the payments has been assigned to the RTC under the MOU. The MOU provides that the selection of projects to be financed using those funds shall be made by the RTC, subject to commission concurrence. The projects are to be selected through a process which considers the desires of the cities and counties in which the project is located. The RTC has developed a plan for regional sharing of surplus toll revenue and CDA concession payments, based on the location of the toll project from which these revenues are derived and the residential location of toll users in the region served by the NCTCOG. In Minute Order , dated October 29, 2009, the commission clarified that commission concurrence in projects selected by the RTC to be financed with surplus toll revenue and CDA concession payments is limited to ensuring the funds are allocated to projects authorized by Transportation Code, or The minute order requires the department to disburse such funds in accordance with directions from the RTC to pay the costs of qualified projects. The department has established a work program to account for and track projects and project costs in the NCTCOG Metropolitan Planning Area (MPA) boundary funded with the payments. In previous minute orders, the commission concurred with certain projects identified by the RTC to be funded with those payments, and approved the placement of those projects in the work program. The RTC, through an extensive public involvement process, has identified additional project costs in the NCTCOG MPA boundary to be funded with the payments, as shown in Exhibit A. The RTC has

3 Exhibit A RTC Work Program of New Projects Dallas County N/A N/A Citywide N/A On Riverfront Blvd from Cadiz Street to Union Pacific Railroad On SH 356/Irving Blvd from O'Connor to Strickland Plaza Reconstruct Existing Roadway and Bicycle and Pedestrian Improvements Develop a Strategic Mobility Plan for the City of Dallas Construct Bicycle and Pedestrian Improvements RTR NEIGHBOR, RTR TOTAL RTR TO THE WORK $5,000,000 $0 $5,000,000 $1,000,000 $0 $1,000,000 $12,000,000 $0 $12,000,000 Dallas County Total RTC Work Program of New Projects $18,000,000 $0 $18,000,000 Summary of Funds per County NEIGHBOR, Collin County $0 $0 Dallas County $18,000,000 $0 Denton County $0 $0 Ellis County $0 $0 Kaufman County $0 $0 Rockwall County $0 $0 Tarrant County $0 $0 Total Approved $18,000,000 $ 0 Grand Total of New Projects $18,000,000 Page 1 of 1 September 7, 2018

4 Collin County N/A N/A N/A N/A N/A N/A N/A On Exchange Parkway from Alma to US 75 and from Greenville to Allen Heights On Country Club Rd From FM 2514 (Parker Rd) South to FM 2514 (Parker Rd) North in Wylie Stacy Rd from Ridge Rd to SH 121 in McKinney Coordination of Passenger Rail and Roadway Planning on Northeast Texas Rural Rail Transportation District (NETEX) Corridor between Dallas County and Greenville Dallas Parkway from Lebanon Road to Eldorado Parkway At 12th Street Station on Cotton Belt Railway FM 2514 from FM 1378 to East of Lavon Parkway Phase 2 - Corridor Feasibility and Preliminary Engineering Study Cotton Belt ROW Purchase for 12th Street Station RTR NEIGHBOR, RTR TOTAL RTR TO THE WORK $0 $3,600,000 $3,600,000 $0 $3,632,000 $3,632,000 $0 $959,464 $959,464 $0 $136,323 $136,323 $0 $786,400 $786,400 $0 $916,000 $916,000 $0 $5,000,000 $5,000,000 Collin County Total RTC Work Program of Previous Projects $0 $15,030,187 $15,030,187 Page 1 of 8

5 Dallas County NEIGHBOR TOTAL SH 161 RTR TO THE WORK IH 35E from IH 635 to PGBT $6,194,074 $1,900,000 $8,094, IH 35E from Sandy Lake Rd/Whitlock Ln to PGBT (SH 190) Construct Overpass $4,500,000 $7,668,716 $12,168, N/A LP 12 at SH 114 freeway - Phase 1 Construct Interchange and Widen (for contractor incentives) Roadway $10,000,000 $0 $10,000, N/A DART HOV Operations DART - HOV Operations outside DART service area $2,660,000 $3,000,000 $5,660, N/A Sustainability for Transit Transit Operations Regional Coordination $0 $1,448,000 $1,448,000 Provide Planning Support and N/A Technical Assistance, including MPO Planning Support and Environmental Review, for Assistance Project Transportation Projects in the Region $320,001 $319,999 $640, N/A N/A N/A Various Locations at Diamond Intersections TxDOT Management System Operations Program Dallas CBD Streetcar Circulator Expansion from Bus lane reconstruction Elm & Commerce (Houston to Central Expressway) to Streetcar Phase 1B (Main/Elm & Commerce Loop) Regional Wrong Way Driving Program; Pilot Study & Implementation to Prevent Wrong Way Driving Occurrences in Regional Corridors Signage and Striping and Shoulder Utilization During Peak Periods $1,180,000 $0 $1,180,000 $276,000 $0 $276,000 Construct Rail Facilities $0 $5,800,000 $5,800,000 Page 2 of 8

6 Dallas County N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Pleasant Valley Road from Richfield Drive & Creek Meadow Lane to Miles Lane On Camp Wisdom Road from Carrier Parkway to FM 1382 McKinney Avenue Trolley Extension on Woodall Rogers Service Rd to St Paul St. and Federal St. Kessler Theater Pedestrian Amenities in City of Dallas Central Trail Along Arapaho from DART LRT Station Platform to Buckingham Rd Dallas County Sherriff FY 2012 Highway Traffic/Management Operations Program Central Trail Restland from Buckingham Rd to Forest Lane Station West Spring Valley Road from Weatherred Drive to Coit Road Dallas CBD Streetcar Circulator from Oak Cliff to Downtown Dallas Dallas County Emissions Enforcement Program IH 30 from Tarrant County Line to Sylvan Ave. and Bridge NEIGHBOR TOTAL SH 161 RTR TO THE WORK $17,936,754 $0 $17,936,754 $7,200,000 $0 $7,200,000 Extension of Trolley Line Phase 3 Complete Downtown Loop Construct Landscape and Pedestrian Improvements Construct Bicycle/Pedestrian Path Improvements and Intersection Improvements Highway Traffic/Management Operations Program $0 $5,000,000 $5,000,000 $179,200 $0 $179,200 $600,000 $0 $600,000 $2,500,000 $0 $2,500,000 Construct Bicycle/Pedestrian Path 225,000 $0 $225,000 Construct Intersection Improvements and Bicycle/Pedestrian Improvements Construct Streetcar Extension North Dallas County Emissions Enforcement Program Construct HOV/Managed and Wishbone Ramps $4,230,009 $0 $4,230,009 $0 $0 $0 $1,195,526 $0 $1,195,526 $24,840,893 $0 $24,840,893 Page 3 of 8

7 Dallas County N/A N/A IH 30 from 0.5 miles West of Westmoreland Rd to East of Westmoreland Rd IH 30 from Cockrell Hill Rd to Westmoreland Rd IH 30 from Cockrell Hill Rd to Westmoreland Rd from South of Conflans Rd to North of SH 114 from at Union Pacific Railroad (UP RR) and to Jefferson and Main Streets in Grand Prairie Construct EB Frontage Roads Phase 1 NEIGHBOR TOTAL SH 161 RTR TO THE WORK $3,500,000 $0 $3,500,000 Construct WB Frontage Roads $8,300,000 $0 $8,300,000 Construct Frontage Roads Phase 2 $6,600,000 $0 $6,600,000 $1,000,000 $0 $1,000,000 Construct Frontage Roads and Overpass $9,600,000 $2,400,000 $12,000,000 Dallas County Total $113,037,457 $27,536,715 $140,574,172 Page 4 of 8

8 Denton County N/A US 377 from Henrietta Creek Rd to SH 114 (Section 5) IH 35E from US 77 S of Denton to IH 35W NEIGHBOR TOTAL SH 161 RTR TO THE WORK $0 $0 $0 $6,305,926 $0 $6,305, N/A IH 35 from IH 35W to US 380 $0 $0 $ N/A IH 35E from South of Garden Ridge Blvd to North End of Lake Lewisville $0 $0 $0 Bridge N/A BU 114K at UP Railroad Underpass in Roanoke (DOT NO V) Construct Underpass $0 $0 $0 Denton County Total $6,305,926 $ 0 $6,305,926 Page 5 of 8

9 Rockwall County N/A IH 30 Interchange at Erby Campbell Blvd NEIGHBOR TOTAL SH 161 RTR TO THE WORK Construct Interchange $0 $639,342 $639,342 Rockwall County Total $0 $639,342 $639,342 Page 6 of 8

10 Tarrant County N/A N/A N/A N/A N/A N/A N/A On BUS 287P (Kennedale Parkway) from IH 20 to Village Creek in Kennedale On BUS 287P (Kennedale Parkway) from Village Creek to Eden Road in Kennedale TxDOT Management System Operations Program On East Rosedale Street from IH 35W to US 287 On Riverside Bridge at Fossil Creek from Stone Creek to Redwood Creek On Backage Road from Anderson Lane to US 377 Snider Street Extension Project from Main Street/Smithfield Rd to Davis Blvd/Northeast Parkway N/A Pleasant Run Pathway Connection N/A Cheeksparger at Jackson Road in Colleyville Construct Bicycle/Pedestrian Path Improvements Construct Bicycle/Pedestrian Path Improvements Wrong Way Driving Technology and Shoulder Utilization During Peak Periods Construct Bicycle/Pedestrian Path Improvements RTR NEIGHBOR, RTR TOTAL RTR TO THE WORK $250,900 $0 $250,900 $671,064 $0 $671,064 $0 $820,000 $820,000 $4,000,000 $0 $4,000,000 Construct Bridge $2,877,180 $0 $2,877,180 Construct Bicycle/Pedestrian Path Improvements and Intersection Improvements Construct Bicycle/Pedestrian Path Improvements $14,121,691 $0 $14,121,691 $2,240,040 $0 $2,240,040 $174,800 $0 $174,800 $349,320 $0 $349,320 Tarrant County Total $24,684,995 $820,000 $25,504,995 Page 7 of 8

11 Summary of Funds by County NEIGHBOR, Collin County $0 $15,030,187 Dallas County $113,037,457 $27,536,715 Denton County $6,305,926 $0 Ellis County $0 $0 Kaufman County $0 $0 Rockwall County $0 $639,342 Tarrant County $24,684,995 $820,000 Total Approved $144,028,378 $44,026,244 Grand Total Previously Approved Projects $188,054,622 Page 8 of 8

12 Exhibit C RTC Work Program Summary of Funds Initial Deposits (Less Transfers to SH 121 Account) Interest Deposited as of July 31, 2018 Project Repayments Local project reimbursements Reimbursement of TxDOT In House Costs Account 1, Near Neighbor, Near Timeframe Projects Account 2 Excess Revenue Projects $150,221,700 $50,073,900 $3,567,936 $1,162,374 $46,295 $0 $3,990,230 $253,010 Total Deposits $209,315,445 New Projects Collin County $0 $0 Dallas County $18,000,000 $0 Denton County $0 $0 Ellis County $0 $0 Kaufman County $0 $0 Rockwall County $0 $0 Tarrant County $0 $0 Total New Projects $18,000,000 $0 Previously Approved Projects Collin County $0 $15,030,187 Dallas County $113,037,457 $27,536,715 Denton County $6,305,926 $0 Ellis County $0 $0 Kaufman County $0 $0 Rockwall County $0 $639,342 Tarrant County $24,684,995 $820,000 Total Previously Approved Projects $144,028,378 $44,026,244 Grand Total RTC projects $206,054,622 Balance of RTC Work Program (total deposits less projects) $3,260,823 Page 1 of 1 September 7, 2018

TEXAS TRANSPORTATION COMMISSION

TEXAS TRANSPORTATION COMMISSION VARIOUS Counties MINUTE ORDER Page 1 of 2 DALLAS & FORT WORTH Districts Transportation Code, 228.012 requires the Texas Department of Transportation (department) to create