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2008-08-05
CITY OF SOUTH LAKE TEXAS REGULAR CITY COUNCIL MEETING MINUTES: AUGUST 5. 2008 LOCATION: 1400 Main Street, Southlake, Texas Council Chambers in Town Hall CITY COUNCIL PRESENT: Mayor Pro Tem John Terrell and Councilmembers Laura K. Hill, Pamela Muller, Virginia M. Muzyka, and Vernon Stansell. CITY COUNCIL ABSENT: Mayor Andy Wambsganss and Deputy Mayor Pro Tem Gregory Jones. STAFF PRESENT: City Manager Shana Yelverton, Assistant City Manager Director of Public Safety Jim Blagg, Assistant City Manager Ben Thatcher, Assistant to the City Manager Alison Ortowski, Community Relations Officer Pilar Schank, Office Assistant Elsie Rice, Information Systems Supervisor Pam Jordan, Interim Director of Community Services Chris Tribble, Deputy Director of Community Services Kerry McGeath, Community Services Coordinator Crystal Shafer, Director of Economic Development Greg Last, Director of Finance Sharen Jackson, Director of Human Resources Kevin Hugman, Interim Chief of Police Services Robert Finn, Police Lieutenant Ashleigh Douglas, Police Officer Andy Anderson, Police Officer Albert Hernandez, Police Officer Leah Lewis, Interim Fire Captain Bryan Thomas, Director of Planning and Development Services Ken Baker, Planner II Clayton Comstock, Administrative Secretary Lorrie Fletcher, Director of Public Works Robert H. Price, Deputy Director of Public Works Gordon Mayer, Operations Manager Chuck Kendrick, Crew Leader Ryan York, Equipment Operator Tarlton Plank, City Attorney E. Allen Taylor, and City Secretary Lori Payne. WORK SESSION: Aaenda Item No. 1. Call to order. The work session was called to order by Mayor Pro Tem Terrell at 5:03 p.m. Aaenda Item No. 2. Invocation. Chaplain of the Month, Linda Pallone, gave the invocation. Mayor Pro Tem Terrell led the pledge of allegiance. Aaenda Item No. 3. Keep Southlake Beautiful presentation to Council. Wendi Carlucci, from Keep Southlake Beautiful, presented mugs and green reusable bags to Council and thanked the City's Green Team for their green initiatives. REGULAR CITY COUNCIL MEETING MINUTES, AUGUST 5, 2008 Page 1 of 7 Aaenda Item No. 4. County Commissioner Gary Fickes update on the Texas Hiah Speed Rail and Transportation Corporation (THSRTC). Commissioner Fickes presented this item to Council and answered questions. Agenda Item No. 5. I2ACTion Award Recoanition FY08Q2. Q3. Director Hugman presented this item to Council. He recognized those employees who were nominated for their demonstration of the City Council's adopted values of Integrity, Innovation, Accountability, Commitment to Excellence, and Teamwork which form an integral part of our strategic management system. The eleven employee winners were Ryan York, Lorrie Fletcher, Albert Hernandez, John Lesinksi, Elsie Rice, Jennifer Tucker, Tarlton Plank, David Aguayo, Andy Anderson, Leah Lewis and Valerie Potter. Aaenda Item No. 6. Discuss all items on toniaht's meeting aaenda. City Council reviewed the agenda items with city staff. Item 9B and 9C were added to the consent agenda. Mayor Pro Tem Terrell closed the work session at 5:52 p.m. REGULAR SESSION: Aaenda Item No. 1. CaII to order. The regular session was called to order by Mayor Pro Tem Terrell at 5:52 p.m. Agenda Item No. 2A. Executive Session. Mayor Pro Tem Terrell announced City Council would be going into Executive Session pursuant to the Texas Government Code Section 551.071, consultation with attorney; 551.072, deliberation regarding real property; and Section 551.087, deliberation regarding economic development negotiations. City Council adjourned for Executive Session at 5:52 p.m. Executive Session began at 6:20 p.m. Executive Session ended at 7:03 p.m. Agenda Item No. 2B. Reconvene. Mayor Pro Tem Terrell reconvened the regular meeting at 7:06 p.m. and asked if any action was necessary from Executive Session. No action was necessary. Aaenda Item No. 3A. Mayor's Report. Mayor Pro Tem Terrell announced upcoming meetings and events. Aaenda Item No. 3B1. City Manager's Report Budaet 101. City Manager Yelverton presented this item to Council. CONSENT AGENDA: Consent agenda items are considered to be routine by the City Council and are enacted with one motion. The Mayor read the items into the record. Aaenda Item No. 4A. Approve the minutes from the July 15. 2008. reaular Citv Council meetina. A presentation was not made on this item. The minutes were approved as presented. REGULAR CITY COUNCIL MEETING MINUTES, AUGUST 5, 2008 Page 2of7 Aaenda Item No. 4B. Approve renewal of contract with Aetna for employee medical and dental benefits. A presentation was not made on this item. Agenda Item No. 4C. Approve support of the Texas High Speed Rail and Transportation Corporation (THSRTC) and authorize payment of membership dues. A presentation was not made on this item. Aaenda Item No. 4D. Approve the renewal of a lease aareement for arazina on approximately 25 acres of undeveloped City property. A presentation was not made on this item. Aaenda Item No. 9B. Approve Residential Developer Aareement with Keller Watermere. L.P. for South Villaae at Watermere. Phase II. a 33.72 -acre development located on the south side of Southlake Boulevard between Pearson Road and Davis Boulevard. Deputy Director Mayer presented this item to Council during the work session. As part of Council's motion, he asked them to include the following items: 1) deletion of the playground requirement and 2) granting the Park Board the authority to re- determine the amount of the park dedication fee since it needs to be adjusted. Aaenda Item No. 9C. Authorize City Councilmember Pamela Muller to attend the International Citv /Countv Manaaement Association conference on September 20 24. 2008 in Richmond. Virainia for the approximate amount of $1.200. A presentation was not made on this item. Motion was made to approve consent agenda items 4A; 4B; 4C; 4D; 9B with the following stipulations: 1) deletion of the playground requirement and 2) granting the Park Board the authority to re- determine the amount of the park dedication fee since it needs to be adjusted; and 9C. Motion: Muzyka Second: Stansell Ayes: Hill, Muller, Muzyka, Terrell, Stansell Nays: None Approved: 5 -0 REGULAR AGENDA: Aaenda Item No. 5. Public Forum. No one spoke during the public forum. Aaenda Item No. 6A. Ordinance No. 480 -VVV. 2 Readina. Amendments to the Comprehensive Zoning Ordinance No. 480. as amended. for miscellaneous amendments and corrections. Planner Comstock presented this item to Council. In accordance with Section 4.21 of the City Charter, the caption for this item is listed as follows: REGULAR CITY COUNCIL MEETING MINUTES, AUGUST 5, 2008 Page 3 of 7 AN ORDINANCE AMENDING ORDINANCE NO. 480, AS AMENDED, THE COMPREHENSIVE ZONING ORDINANCE OF THE CITY OF SOUTHLAKE, TEXAS; AS IT PERTAINS TO MISCELLANEOUS AMENDMENTS AND CORRECTIONS; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY FOR VIOLATIONS HEREOF; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR PUBLICATION IN PAMPHLET FORM; PROVIDING FOR PUBLICATION IN THE OFFICIAL NEWSPAPER; AND PROVIDING AN EFFECTIVE DATE. No one spoke during the public hearing. Council discussed this item. Motion was made to approve Ordinance No. 480 -VVV, 2 Reading, Amendments to the Comprehensive Zoning Ordinance No. 480, as amended, for miscellaneous amendments and corrections but specifically deleting the proposed changes as outlined in Section 14.5. Motion: Stansell Second: Hill Ayes: Hill, Muller, Muzyka, Terrell, Stansell Nays: None Approved: 5 -0 Agenda Item No. 6B. ZA08 -048, Site Plan for Lot 3R1. Block 60, Timarron Addition located at 600 Zena Rucker Road. Current Zonina: R -PUD Residential Planned Unit Development District. SPIN Neiahborhood #9E. Director Baker presented this item and answered Council's questions. Applicant Kerry Clark, 601 Zena Rucker Road, Suite 101, Southlake, Texas made a presentation and answered Council's questions. No one spoke during the public hearing Council discussed this request. Motion was made to approve ZA08 -048, Site Plan for Lot 3R1, Block 60, Timarron Addition located at 600 Zena Rucker Road granting the requested variance to the driveway stacking depth; denying the requested variance for the parking exception; subject to Site Plan Review Summary No. 3, dated July 29, 2008; and subject to the recommendations of the Planning and Zoning Commission on July 17, 2008 except as it related to the parking agreement across the street. Motion: Stansell Second: Muzyka Ayes: Hill, Muller, Muzyka, Terrell, Stansell Nays: None Approved: 5 -0 REGULAR CITY COUNCIL MEETING MINUTES, AUGUST 5, 2008 Page 4 of 7 Agenda Item No. 6C. Resolution No. 08 -040 (ZA08 -049) Specific Use Permit for a Mass Gathering Parade /Bike Rally /Concert for Independence Weekend on property located at Southlake Town Square and at Carroll Draaon Stadium. Current Zonina: DT Downtown District and S -P -1 Detailed Site Plan District. SPIN Neighborhoods #8 and #T Planner Comstock presented this item and answered Council's questions. Director Blagg and Lieutenant Douglas answered Council's questions. Applicant Bruce Krieger, 605 Concho Court, Southlake, Texas made a presentation and answered Council's questions. In accordance with Section 4.21 of the City Charter, the caption for this item is listed as follows: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, GRANTING A SPECIFIC USE PERMIT FOR A MASS GATHERING EVENT FOR THE SOUTHLAKE INDEPENDENCE WEEKEND ON SEPTEMBER 11, 12 AND 13, 2008 ON PROPERTY WITHIN THE CITY OF SOUTHLAKE, TEXAS, LOCATED AT SOUTHLAKE TOWN SQUARE, DRAGON STADIUM AT 1085 S. KIMBALL AVENUE, AND CENTRAL PARK AT 1401 E. SOUTHLAKE BOULEVARD, 1 BEING LEGALLY DESCRIBED AS LOT 1, BLOCK 1, CARROLL I.S.D. NO. 6 ADDITION; LOT 4, BLOCK 1, SHOPS AT SOUTHLAKE; AND SOUTHLAKE TOWN SQUARE, MORE FULLY AND COMPLETELY DESCRIBED IN EXHIBIT "A AND AS DEPICTED ON THE APPROVED SITE PLAN ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT "B" AND PROVIDING AN EFFECTIVE DATE. No one spoke during the public hearing. Motion was made to approve Resolution No. 08 -040 (ZA08 -049) Specific Use Permit for a Mass Gathering Parade /Bike Rally /Concert for Independence Weekend on property located at Southlake Town Square and at Carroll Dragon Stadium on the dates of September 11, 12, and 13, 2008, as presented. Motion: Stansell Second: Muller Ayes: Hill, Muller, Muzyka, Terrell, Stansell Nays: None Approved: 5 -0 Aaenda Item No. 6D. ZA08 -054. Revised Site Plan for Rockenbauah Elementary School on property located at 301 Byron Nelson Parkway. Current Zoning: R -PUD Residential Planned Unit Development District. SPIN Neighborhood #9E. Director Baker presented this item to Council. Applicants Ronnie Townsend from Rockenbaugh PTO and Cody Taylor from USA Shade answered Council's questions. No one spoke during the public hearing. Motion was made to approve ZA08 -054, Revised Site Plan for Rockenbaugh Elementary School on property located at 301 Byron Nelson Parkway, as presented. Motion: Stansell Second: Muller REGULAR CITY COUNCIL MEETING MINUTES, AUGUST 5, 2008 Page 5 of 7 Ayes: Hill, Muller, Muzyka, Terrell, Stansell Nays: None Approved: 5 -0 Aaenda Item 7A. Ordinance No. 480 -562. 1 Readina (ZA07 -148). Zoning Chanae and Site Plan for Onsom Medical Offices on property leaallv described as Tracts 4C1A and 4C2B. Les Ex. A.H. Chivers Survey. Abstract No. 299: and located at 630 East State Hiahwav 114. Current Zoning: AG Aaricultural District. Reauested Zoning: S -P -1 Detailed Site Plan District. SPIN Neiahborhood #5. Director Baker presented this item to Council. Applicant Skip Blake with Blake Architects, 1202 South White Chapel Boulevard, Southlake, Texas and property owner, Dr. Sara Conn, answered Council's questions. Mayor Pro Tem Terrell allowed the public to speak, but no one wished to speak. Motion was made to approve Ordinance No. 480 -562, 1 Reading (ZA07 -148), Zoning Change and Site Plan for Onsom Medical Offices granting the uses and regulations outlined for the S -P -1 District; granting variance for stacking depth; subject to the recommendations of the Planning and Zoning Commission; subject to Site Plan Review Summary No. 6, dated July 30, 2008; and asking the developer to bring color boards at the second reading. Motion: Stansell Second: Hill Ayes: Hill, Muller, Muzyka, Terrell, Stansell Nays: None Approved: 5 -0 Aaenda Item No. 9A. SP08 -177. Variance to the Sian Ordinance No. 704. as amended. to allow liaht pole banners within Southlake Town Sauare durina Oktoberfest. Director Baker presented this item to Council. Applicant Allen Smith with the Chamber of Commerce answered Council's questions. Council discussed this request. Motion was made to approve SP08 -177, Variance to the Sign Ordinance No. 704, as amended, to allow light pole banners within Southlake Town Square during Oktoberfest allowing the applicant to hang 2' X 3' banners that will not include any sponsorship information on them, will be representative of the material the applicant has provided tonight, the banners will be placed no sooner than September 29, 2008 and will be removed by the evening of October 6, 2008, and further stipulating there will be no more than 18 banners placed inside the boundaries of Grand Avenue and State Street. Motion: Stansell Second: Muzyka Ayes: Hill, Muller, Muzyka, Terrell, Stansell Nays: None Approved: 5 -0 REGULAR CITY COUNCIL MEETING MINUTES, AUGUST 5, 2008 Page 6 of 7 Agenda Item No. 10A. Discussion: Extend City business hours and adopt employee alternate work scheduling. Director Hugman presented this item and answered Council's questions. Director Price, Interim Director Tribble and Director Baker addressed how this change would impact their individual departments. Council discussed this proposal. Aaenda Item No. 10B. Discussion: Drouaht Contingency Plan and water conservation. Director Price presented this item and answered Council's questions. Aaenda Item No. 11. Meeting adiourned. Mayor Pro Tem Terrell adjourned the meeting at 10:22 p.m. *An audio recording of this meeting will be permanently retained in the City Secretary's Office. ATTEST: Lori Payne, TRMC City Secretary 94 Cra :U: a �iph• J //Al, John Terrell Mayor Pro Tem REGULAR CITY COUNCIL MEETING MINUTES, AUGUST 5, 2008 Page 7 of 7 by OWk4- y Cbv►~twtis~ Ia~er 6wy fT_dC4eS a'~ DEPARTMENT OF THE ARMY ?0og I US ARMY INSTALLATION MANAGEMENT COMMANAv~v4J ✓ e~ 4e HEADQUARTERS, UNITED STATES ARMY GARRISON, FORT HOOD x - BUILDING 1001 ROOM W321 l1 FORT HOOD, TEXAS 75544-5000 REPIIA TO ATTENTION OF Office of the Garrison Commander The Honorable Kay Bailey Hutchison Sent Via Fax: 202-224-0776 U.S. Senator, Texas United States Senate 284 Russell Senate Office Building Washington, D.C. 20510-4304 Dear Senator Hutchison: The ability for Fort Hood to quickly and more efficiently move troops and supplies to a port of embarkation is needed to enhance Fort Hood as a power projecting platform for the United States Army. The Texas High Speed Rail & Transportation Corporation's (THSRTC) Texas T- Bone Corridor would be highly beneficial for the advancement of the goals and objectives of Fort Hood. This corridor would directly connect Fort Hood to our vital seaports at the Port of Houston, Port of Beaumont and Port Arthur and the major international airports, such as Dallas- Fort Worth and Bush Intercontinental. The Texas T-Bone would provide a direct route for Soldiers and equipment to reach these destinations for deployment, with troops traveling at speeds of 200 mph or greater and freight reaching speeds of 80 mph. This is not only a benefit to the military base itself, but would also facilitate Fort Hood's mission to help the nation better serve its citizens in securing the homeland and protecting interests abroad. A high speed rail connection to other cities in Texas would be an economic life line to the strong civilians and family members who work to support Fort Hood or live near and around the base. A Texas high speed rail could help improve retention of Soldiers at Fort Hood. The train would provide a quick, convenient alternative for Soldiers who need a brief break from the rigors of military life and service. It would enable them to day-travel to some of the best entertainment spots in Texas. It would also provide a fast commute for personnel needing to visit military bases and military hospitals in San Antonio. I am forwarding a copy of this letter to both Mr. Robert A. Eckels, Chairman, THSRTC and the Honorable W. A. Jones 111, Mayor for the City of Temple. Sincerely, 4"M V/~",$, William V. Hill III Colonel, US Army Commanding w rte, LM 0 TEXAS HIGH SPEED RAIL !S TRANSPORTATION CORP. The Future of Transportation and Economic Development in Texas Member Representative Registration Form Each THSRTC member entity is entitled to designate one voting member. If you have any questions please contact Travis Kelly at 214.750.0123 or tkelly(~dean.net PERSONAL INFORMATION: Entity/Organization: Representative: Title: Address (if address is a P.O. Box, please list a physical delivery address as well): City, State, Zip: Business E-Mail: Home / Personal E-Mail: Business Phone: Fax: Home Phone: Cell: Spouse's Name: Assistant: Assistant Title: Assistant's E-mail: Should we copy assistant on all correspondence? ❑ YES ❑ NO Assistant's Phone: Fax: Assistant's Home Phone: Cell: Please supply us with the following, preferably via email: tkellyC-dean.net 1. Your current color picture 2. Your current biography 3. Your signature for our files (NOTE: We will not use your signature without your prior permission, and we will not distribute any private numbers or e-mail addresses. Please return a completed registration form to Travis Kelly at Dean International, Inc., 8080 Park Lane, Suite 600, Dallas, Texas 75231 or fax 214.750.0124 EXAS HUH SQSM MAR 6 TMANSPOMTATION CCRP. TEXAS HIGH SPEED RAIL. E TRANSPORTATION CORP. The Future of Transportation and Economic Development in Texas Planning and Design Charrette: Part One and Two Brief Summary Report Part One of the Planning and Design Charrette The initial part of the Planning and Design Charrette began with presentations providing the background and overview of the THSTRC's Texas T-Bone project. Attendees and participants were given an opportunity to meet the leadership of the Corporation, distinguished high speed rail innovators from around the world, prominent members, and highly active legislative and congressional supporters of THSRTC. At this initial meeting, the THSRTC delivered focused presentations on the Texas T-Bone project. Representatives from transportation and health-care industry leaders also gave detailed presentations regarding their support for the project, including DFW Airport, the Houston Airport System, the Port of Houston Authority and Scott & White Hospital. The Texas Transportation Institute and the Barbara Jordan-Mickey Leland School of Public Affairs, both distinguished educational institutions affiliated with the THSRTC as resource agencies, provided important transportation and public policy research for our attendees. Charrette participants were provided performance-based goals and objectives serving as the initial blueprint for the planning and implementation of the Texas T-Bone project. The goals and objectives are framed within a series of questions categorized under the following five broad topics: • Technology • Planning, Design, Environment and Construction • Development Costs and Financing • Operation and Maintenance • Safety and Security Global system suppliers, designers, manufacturers, owners, operators, financiers and others involved in high speed rail technologies and operating systems who attended Part One of the Charrette were given the opportunity to submit written responses to the series of questions in the form of a Questionnaire, concerning the planning, design, and financing of a high speed rail system along with a proposal for implementation that will meet the performance-based requirements for the Texas T-Bone Corridor. The responders completed and returned written responses to the THSRTC. Part Two of the Planning and Design Charrette The THSRTC executive committee and members evaluated the written answers, and those deemed responsive were invited to participate in Part Two of the Planning and Design Charrette. In Part Two, the companies invited presented to the THSRTC their expertise and vision for the Texas T- Bone project. The THSRTC hopes to continue discussions with those presenting proposals and visions and to further evaluate where certain presenters fit in the planning, design, financing, and implementation of the Texas T-Bone project. Our ultimate intent is to reach a point of collaboration with a proposer or multiple proposers through the planning, design, financing, and implementation phases of the project. DEAN INTERNATIONAL, INC. Public Policy Consultants 8080 Park Lane, Suite 600, Dallas, Texas 75231 Phone: 214.750.0123 Fax: 214 750.0124 www THSRTC.com TEXAS HIGH SPEED RAIL. S TRANSPORTATION CORP. The Future of Transportation and Economic Development in Texas RESOLUTION REAFFIRMING THE VISION, GOALS, AND OBJECTIVES OF THE TEXAS HIGH SPEED RAIL & TRANSPORTATION CORPORATION Description: Resolution Reaffirming the Vision, Goals, and Objectives of the Texas High Speed Rail & Transportation Corporation to work together to most effectively plan, develop and implement high speed rail from the Grassroots up in Texas. WHEREAS, THSRTC is a not-for-profit, tax exempt corporation dedicated to bringing together specific regions of the State of Texas in a grassroots, collective effort of cities, counties, transportation authorities and related entities to improve multi-modal surface transportation and bring high-speed rail to the State of Texas; WHEREAS, one of THSRTC's primary objectives is to correct an oversight in federal law that leaves unconnected the greater Houston/ Harris County metropolitan area from the South Central High Speed Rail Corridor, which is one of two federally recognized high speed rail corridors in Texas; WHEREAS, the two-part Planning and Design Charrette conducted in May and August, 2007 gave the THSRTC exposure to 175 high speed rail and transportation experts in the world and informed the membership on global technology and financing systems and crystallized the next steps to implementing the Texas T-Bone; and WHEREAS, THSRTC members have plans to visit and review high-speed rail systems in Germany, Spain, China, Taiwan, Korea and Japan during upcoming fact-finding missions. NOW, THEREFORE, BE IT RESOLVED BY THE TEXAS HIGH SPEED RAIL & TRANSPORTATION CORPORATION: That THSRTC continues to explore various types of operating systems, technology and financing methodologies to be used for the construction and implementation of a high speed passenger rail system within the Texas T-Bone corridor with the goal to be operational by the year 2020. That while using an open-minded approach, the Corporation prefers that the performance-based system meet certain objective standards. That these standards include: a state-of-the-art, first class, safe, secure, high speed passenger rail system with an opportunity to accommodate freight as desired and appropriate; average passenger speed of 200 mph.; dual- directional service; elevated and grade separated where practical along the entire length; stations should be located on sidetracks or on sidings except at the terminal stations; stations located based on request from cities along the Corridor for service and designed and funded at local expense with the view of assisting in local transit oriented and economic development; and flexibility in the planning and design of the system. PASSED AND APPROVED BY THE TEXAS HIGH SPEED RAIL & TRANSPORTATION CORPORATION, this I0`n day of September, A.D. 2007. ATTESTED BY: 1 Robert A. Eckels Chairman, THSRTC TEXAS HIGH SPEED RAIL AND TRANSPORTATION CORPORATION'S SCOPE OF SERVICES FYE 2009 The Scope of Services provided to the Texas High Speed Rail and Transportation Corporation [AKA "THSRTC "], a Texas not for profit corporation, shall be as follows: A. Assist Client in joining together specific regions of the state in a collective effort to improve multi -modal transportation, high speed rail, and rail in these areas of Texas. This effort includes strategies to obtain a designation for a transportation and high speed rail corridor, increase investment in multi -modal transportation infrastructure, improve the planning, management, and connection of our transportation facilities, and increase the awareness of the importance of multi -modal and inter -modal transportation to Texas; B. Assist Client in organizing the first Global High Speed Rail Forum, to assist in awareness and policy discussion regarding high speed rail alignments around the country and further facilitate the planning, design, financing and implementation of the Texas "T- Bone" high speed rail corridor project; C. Assist Client in dialoguing with high speed rail groups around the country, working to coordinate strategies and create a national strategy for high speed rail development and connectivity; D. Assist Client in organizing strategic international fact - finding missions, designed to expose the Client to key high speed rail alignments and companies, promote the Client and provide business opportunities to further high speed rail development in Texas; E. Assist Client in obtaining federal high speed rail corridor designation language for the Brazos Express Corridor in appropriate Congressional bills or national high speed rail strategies, including SAFETEA -LU re- authorization, as these opportunities develop; F. Assist Client in obtaining initial corridor and feasibility study funding demonstration for the Client's designated multi -modal and high speed rail corridor from federal, state and private- sector funding sources; G. Assist Client in reviewing and considering opportunities related to the Department of Defense, strategic military corridor and general military benefits from the said high speed rail alignment; H. Assist Client in the retention and maximization of transportation and economic development funding from all sources for project areas identified by THSRTC as being important to the accomplishment of its objectives; Texas High Speed Rail & Transportation Corporation FYE 2009 Scope of Services Page 2 of 3 1. Assist Client in monitoring the activities of THSRTC and in providing the technical and staff support and consulting assistance necessary to achieve the goals and objectives of the Client as determined periodically by the Executive Committee of THSRTC in consultation with the Firm; J. Assist Client in providing bookkeeping services and, under the supervision and direction of the THSRTC Treasurer, tend to the financial aspects of the Client including maintaining the Client's checking account and banking relations, processing all billing statements for dues, depositing dues and other receipts, paying from available Client funds all payables, and related bookkeeping matters; K. Assist Client in organizing, coordinating, and implementing meetings by communicating with members and other interested parties about the venue, date, and times; setting up appropriate sponsors and meal arrangements, and producing a schedule and agenda for discussion; L. Assist Client by providing personnel, telephone lines, computers, office space and such equipment, as may be deemed necessary at the discretion of the Firm from time to time, to effectively serve as the secretariat of the Client which shall include providing notices of meetings, staff support for the committees and task forces of THSRTC as directed by the Chairman, preparing minutes of meetings, filing tax returns and other required corporate filings, periodic mailings and distributing email reports regarding transportation activities which may be of interest to THSRTC members; M. Assist Client in the coordination of transportation and mobility enhancement programs among local, regional, state and federal elected and appointed officials and the private sector; N. Assist Client in recruitment opportunities by arranging appointments, developing support materials for meetings, training members to make presentations, and at times leading certain presentations; 0. Assist Client in jointly petitioning local, regional, state, federal and, in the case of NAFTA Trade Corridors, international governments to accomplish the collective transportation goals and objectives of local and regional areas as reflected within THSRTC; P. Assist Client in communicating the unique investment and obligation by cities, counties, local elected, appointed officials, and businesses within the State of Texas to assist in the establishment of an adequate public policy to insure that the transportation needs of THSRTC are properly met; Texas High Speed Rail & Transportation Corporation FYE 2009 Scope of Services Page 3 of 3 Q. Assist Client in monitoring meetings, preparing reports as appropriate, and generally keeping Client informed of relevant transportation - related actions by the principal state and federal transportation agencies of government that have jurisdiction over the matters of interest to Client; R. Assist Client in the development and implementation of legislative and congressional strategies designed to enhance the goals and objectives of the Client; S. Assist Client in the development of Legislative and Congressional Caucuses to further the goals and objectives of the Client; T. Assist Client to review opportunities for federal, state and private- sector funding, for overall project development in the design, build, operation and maintenance of a the high speed rail corridor; U. Assist Client to structure an organizational entity which will meet the development needs of the Client membership and provide the proper structure for which to carry the Client into further stages of project development; V. Assist Client in developing and implementing a fully coordinated communications strategy to include Opinion Editorials, Editorial Board Meetings, Press Releases and Press Conferences utilizing local, regional, state and national media sources, including, but not limited to, newspapers, television, radio and internet; W. Assist Client in providing bi- annual Media Training events, to equip and develop Client representatives and those designates affiliated with the Client for best promoting the goals and objectives of the Client; and, X. Assist Client in monitoring the National Surface Transportation Committee proceedings and reports, providing timely information back to the Client regarding transportation initiatives occurring on the national level which may directly impact the Client; Y. Assist Client in participation and reporting on the multimodal transportation National Steering Committee, designed to facilitate grass- roots, influential dialogue shaping transportation strategy, including high speed rail; Z. Any other services mutually agreed upon by Client and the Firm. TEXAS HIGH SPEED RAIL AND TRANSPORTATION CORPORATION BYLAWS ARTICLE ONE NAME AND PURPOSE 1.1 Name. The name of this Corporation is the Texas High Speed Rail and Transportation Corporation (THSRTC). 1.2 Principal Office. The principal office of THSRTC shall be within the City of Dallas, Texas, or such other city within Texas, as the Executive Committee of THSRTC may determine to be in the best interest of THSRTC. THSRTC may have such other offices as the Executive Committee may determine and as the affairs of THSRTC may require. 1.3 Purpose. THSRTC is organized as a business league within the meaning of Section 501 (c) (6) of the Internal Revenue Code of 1986, as amended (the "Code "), for the purpose of bringing together specific regions of the state in a collective effort to improve multi -modal transportation in Texas. This effort includes strategies to increase investment in transportation infrastructure, improve the planning and management of the state's transportation facilities, increase the awareness of the importance of transportation, to encourage mobility, safety, economic development, the development of multi -modal transportation and high speed rail, rail and all rail related passenger and cargo transportation facilities. THSRTC is a non- partisan organization. All actions, nominations, resolutions, or any other efforts of the THSRTC shall be performed in a non - partisan manner. 1.4 Structure of THSRTC. THSRTC shall be (and is) organized as a non - profit corporation of participating public entities and political subdivisions solely for public purposes, and no part of its net income shall accrue to, or be paid for, the benefit of any private party except in the ordinary course of business, for services rendered, for goods, supplies, or for property supplied or furnished to THSRTC for the benefit of the participants. Private sector individuals, entities, or organizations that are interested in advancing THSRTC purposes may also join THSRTC pursuant to membership categories as prescribed by the Executive Committee. The Executive Committee shall decide all issues coming before the THSRTC. A majority of Executive Committee members constitutes a quorum. A quorum of Executive Committee members must be present when deciding issues. THSRTC BYLAWS Page 1 of 13 Amended February 26, 2007 ARTICLE TWO MEMBERS 2.1 Membership. A. Member. Counties, municipalities, political subdivisions, airports, seaports, port authorities, navigation districts, toll road authorities, mass transit authorities, public transportation service providers, other public entities and individuals representing private sector interests that are located in Texas may join THSRTC as members. Subject to approval by the Executive Committee, and payment of the dues, such entity shall become a member. An entity that is entitled to participate as a member shall designate in writing to THSRTC one (1) person to represent that member in transacting THSRTC business. On matters coming before the members for decision, each member shall be entitled to one (1) vote regardless of amount paid for membership. The Executive Committee shall have the discretion to amend the Bylaws with respect to classification of members and voting rights as the Executive Committee may decide from time to time. B. Associate Member. Private for- profit and not - for - profit corporations, economic development corporations, chambers of commerce, trade and transportation entities that are located in Texas may join THSRTC as associate members. No city, county or any other public entity is eligible to become an associate member. Subject to approval by the Executive Committee, and payment of the dues, such entity shall become an associate member. Associate members are eligible for THSRTC benefits, including participation in all meetings, participation in committees with the exception of the Executive Committee, special task forces, THSRTC trips, and all other functions and communications. Associate members are not eligible to serve on the THSRTC Executive Committee and are not entitled to vote on any THSRTC business. C. Resource Agency. A university, college, or institution of higher education, or a system of universities or colleges may join THSRTC as a resource agency. Resource agencies may provide in -kind services beneficial to the Corporation. No city, county or any other public entity is eligible to become a resource agency. Subject to approval by the Executive Committee, and payment of dues in compliance with section 2.2 D, such entity shall THSRTC BYLAWS Page 2 of 13 Amended February 26, 2007 become a Resource Agency. A Resource Agency is eligible for THSRTC benefits, including participation in all meetings, participation in committees with the exception of the Executive Committee, special task forces, THSRTC trips, and all other functions and communications. Resource Agencies are not eligible to serve on the THSRTC Executive Committee and are not entitled to vote on any THSRTC business. D. Cooperating Agency. Metropolitan Planning Organizations and Council of Governments may join THSRTC as cooperating agencies. Cooperating agencies lend their name and support to the Corporation and pledge to work with and advise the Corporation on regional transportation planning issues. No city, county or any other public entity is eligible to become a Cooperating Agency. Subject to approval by the Executive Committee such entity shall become a Cooperating Agency. A Cooperating Agency is eligible for THSRTC benefits, including participation in all meetings, participation in committees with the exception of the Executive Committee, special task forces, THSRTC trips, and all other functions and communications. A Cooperating Agency is not eligible to serve on the THSRTC Executive Committee and is not entitled to vote on any THSRTC business. 2.2 Membership Dues. All members shall be required to pay annual membership dues to THSRTC in such amounts as established from time to time by the Executive Committee. The membership dues owed and payable shall be due within 30 days of the beginning of THSRTC fiscal year or in the case of a new member immediately as a condition of becoming a member. The dues shall be set by the Executive Committee, which may make distinctions in the dues payable by members. No member is assuming or agreeing to pay any monetary or other obligation other than to make the contributions provided by this Section 2.2. Schedule of Membership Dues (effective for FYE 2007): A. The membership dues for a municipality or county shall be based on population according to the schedule below. Population Dues >3,000,000 $ 75,000 500,000 - 2,999,999 $ 50,000 250,000 - 499,999 $ 30,000 50,000 - 249,999 $ 25,000 THSRTC BYLAWS Page 3 of 13 Amended February 26, 2007 20,000 - 49,999 $ 12,500 <20,000 $ 7,500 B. The membership dues for other entities shall be based on annual gross revenue according to the schedule below. Gross Revenue Dues > $150 M $150,000 $100 - <$150 M $100,000 $ 50 - <$100 M $ 75,000 $ 25 - <$ 50 M $ 50,000 $ 15 - <$ 25 M $ 35,000 $ 5 - <$ 15 M $ 20,000 < $5 M $ 10,000 Not with standing the foregoing, the membership dues of an Airline, as defined as a common carrier that is a government - certified company offering cargo and passenger services to the public, may be fulfilled by providing $25,000 in travel tickets on the member carrier and their affiliates, as approved and accepted by the Executive Committee. Not with standing the foregoing, the membership dues for any port authority, organized as a navigation district within the State of Texas, shall pay a total of $75,000 in membership dues per year. C. The membership dues for an Associate Member shall be determined according to the schedule below: Associate Member Dues For - profit Corporation $ 5,000 Not - for - profit Corporation $ 2,500 D. The membership dues for a Resource Agency including a University, College or institution of higher education or a system of Universities or Colleges shall be based on the certified enrollment of said entity or system according to the schedule below. Enrollment Dues > 40,000 $75,000 30,000 - 39,999 $60,000 20,000 - 29,999 $45,000 10,000 - 19,999 $30,000 5,000 - 9,999 $10,000 < 5,000 $ 5,000 THSRTC BYLAWS Page 4 of 13 Amended February 26, 2007 In lieu of full payment of membership dues in cash, a university, college, or institute of high education may provide in -kind services (research, writing, etc.) equal in value of up to 50% of the normal, annual membership dues outlined above. All in -kind services proposals must be reviewed, approved and accepted by the Executive Committee before in -kind services will be accepted as partial payment of dues. E. A Cooperating Agency, as defined in section 2.1 D, is not required to pay membership dues. 2.3 Term of Membership. The member's membership in THSRTC shall be effective on and as of the date all of the requirements in Section 2.1 are satisfied and shall continue from year to year, provided that membership requirements are met. 2.4 Annual Meetings of Members. The annual meeting of the members shall be held at a time and place designated by the Chair. Written, printed, or electronic notice stating the place, day and hour of the meeting shall be delivered to each member at the address for such member on the books of THSRTC. THSRTC shall meet at the call of the Chair and initially once a quarter in a location and at a time as the Chair shall establish after collaboration with members of the Executive Committee. THSRTC BYLAWS Page 5 of 13 Amended February 26, 2007 ARTICLE THREE EXECUTIVE COMMITTEE 3.1 General Powers. Except as provided by applicable law, in THSRTC Articles of Incorporation, or in these Bylaws, the business, property and affairs of THSRTC shall be managed and directed, and all corporate powers of THSRTC exercised, by or under the direction of the Executive Committee. The Executive Committee is solely responsible for THSRTC affairs dealing with state and federal issues, communications, and membership and at the discretion of the Executive Committee may make appropriate delegations of authority to the officers of THSRTC to deal with specific state and federal issues, communications and membership. 3.2 Creation; Classification; Term; Election. The Executive Committee shall consist of the officers of THSRTC, including the Chair, up to five (5) Vice Chairs, the Secretary, the Treasurer, and the Standing Committee Co- Chairs. The Chair may also create Co- Chairs for task forces. Those Co- Chairs may also be members of the Executive Committee when submitted by the chair and upon ratification by the Executive Committee. The officers for the 2003 fiscal year shall be composed of the incorporators of THSRTC; thereafter, a three - member nominating committee appointed by the Chair will make nominations. The term of each officer after the first fiscal year shall be one year. The nominating committee shall make recommendations to the Executive Committee, which will then approve or disapprove of the nominations. Each Executive Committee member shall have one (1) vote on all matters coming before the committee. In the absence of an Executive Committee member, he or she may authorize, in writing, another person to attend a regular or special meeting of the Executive Committee and vote upon any matters presented at that meeting. The Executive Committee, at the call of the Chair, shall meet a minimum of four times during each calendar year at times and places specified by the Chair. The Chair may call special meetings of the Executive Committee at his or her discretion. 3.3 Creation of Standing Committees. THSRTC hereby creates the following standing committees: A. Airports, Seaports, Highway, High Speed Rail, Rail, Mass Transit, and Intermodalism, (a.k.a., the Corridors Committee); B. Transportation Finance and International Trade, (a.k.a. the Finance Committee); and THSRTC BYLAWS Page 6 of 13 Amended February 26, 2007 C. Air Quality, Homeland Defense, Security, Safety, Planning, Design, and Construction Standards, (a.k.a. the Planning and Design Committee). Committee Co- Chairs may create subcommittees with the advice and consent of the Chair. 3.4 Officers; Term, Resignation, Removal and Succession. A. Officers. The Officers of THSRTC shall be a Chair, up to five (5) Vice - Chairs, a Secretary, a Treasurer, and such other officers as may be designated by the Chair, including additional Vice - Chairs, and elected by the Executive Committee from time to time. B. Term. At each annual meeting, the Executive Committee shall elect the officers for a one year term, provided that each officer so elected shall continue to hold such office until the earlier of the date that his or her successor shall have been duly elected and qualified, or until the date such officer resigns or is removed. C. Resignation. Any officer may resign at any time by giving written notice thereof to the Chair or Secretary of THSRTC. Unless otherwise specified, the resignation shall take effect upon the receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective. D. Removal. Any officer may be removed, either with or without cause, by a majority vote of the entire Executive Committee. E. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular election to that office. 3.5 Meetings. The Chair, and in his or her absence the Vice - Chair, shall call meetings of the Executive Committee to order, and conduct such meetings, and the Secretary of THSRTC shall act as Secretary of all such meetings, but in the absence of the Secretary, the Chair or Vice - Chair, as the case may be, may appoint any person present to act as Secretary of the meeting. The Executive Committee may meet in person, via a telephone THSRTC BYLAWS Page 7 of 13 Amended February 26, 2007 conference call or such other electronic or telephonic means as may be determined by the Chair. 3.6 Duties of Officers. A. Chair. The Chair shall preside at all meetings of the Executive Committee and the annual membership meeting of THSRTC, and shall perform such other duties as may be assigned to him or her by the Executive Committee. The Chair has the authority to create task forces that further the purposes of THSRTC. Co- chairs appointed by the Chair will head such task forces, and these co- chairs will be members of the Executive Committee. The THSRTC Chair is hereby directed and authorized to negotiate a professional services contract to retain public policy consulting, technical support, and logistical and secretariat services. These services shall be responsible for monitoring and facilitating the activities of THSRTC and effectuating the intents, goals and objectives of THSRTC. The Chair shall present this professional services contract for the THSRTC Consultant to the Executive Committee for ratification and approval. The THSRTC Consultant shall provide the necessary public policy consulting, technical support, and logistical and secretariat services to accomplish the specific responsibilities of THSRTC as defined in the professional services contract. The Chair is authorized at his or her exclusive discretion to create additional standing committees and task forces and shall be able to appoint committee co- chairs. The Chair is authorized to call regular and special meetings of the Executive Committee. B. Vice - Chair. The Vice -Chair shall discharge the duties of the Chair in the event of the Chair's absence or disability for any cause whatsoever. If for whatever reason, the Vice -Chair is unable to fulfill the duties of the position, the Chair may appoint an Executive Committee member to discharge any or all of the Vice - Chair's duties. C. Secretary. The Secretary shall have charge of the records and correspondence of THSRTC under the direction of the Chair, and shall be the custodian of the seal of THSRTC, if any. The Secretary shall attend all meetings of the Executive Committee and give such notice of meetings as is required by these Bylaws. The Secretary shall take and keep true minutes of all meetings of the Executive Committee. The Secretary shall discharge such other duties as shall be prescribed from time to time by the Chair. The Executive Committee may appoint an Assistant Secretary to perform the THSRTC BYLAWS Page 8 of 13 Amended February 26, 2007 duties of the Secretary during any absence or disability of the Secretary. D. Treasurer. The Treasurer shall keep a full and accurate account of all moneys, credits, and property of THSRTC that shall come into the Treasurer's hands and keep a full and accurate account of all moneys received and discharged. Except as otherwise ordered by the Executive Committee, the Treasurer shall supervise all the funds and securities of THSRTC and shall have deposited the same in the name and to the credit of THSRTC in such banks or depositories as the Executive Committee shall designate. The Treasurer shall keep proper books of account and other books showing at all times the amount of the funds and other property belonging to THSRTC, all of which books shall be open at all times to the inspection of the Executive Committee. The Treasurer shall also submit a report of the accounts and financial condition of THSRTC at each annual meeting of the Executive Committee. The Treasurer shall, under the direction of the Executive Committee, disburse all moneys and sign all checks and other instruments drawn on or payable out of the funds of THSRTC, unless the Executive Committee authorizes other officers, employees or agents of THSRTC to sign checks without the counter signature of the Treasurer. The Treasurer shall also make such transfers and alterations in the securities of THSRTC as may be ordered by the Executive Committee. In general, the Treasurer shall perform all the duties, which are incidental to the office of Treasurer, subject to the control of the Executive Committee, and shall perform such additional duties as may be prescribed from time to time by the Chair or the Executive Committee. The Treasurer shall give bond only if required by the Executive Committee. The Executive Committee may appoint an Assistant Treasurer to perform the duties of the Treasurer during any absence or disability of the Treasurer. 3.7 Conflict of Interest. Whenever an Executive Committee member has a conflict of interest based upon the possibility of personal gain to such member, such conflict of interest shall be declared by the member and such member may not vote on those issues where a conflict of interest has been declared. The member may discuss the nature of the conflict of interest and otherwise provide information to the Executive Committee. Further, such member may not be counted toward a quorum in respect of a vote on such issue. This Section of these Bylaws is not to be construed so as to prevent, preclude, or otherwise discourage Executive Committee members (or entities which they control or which they represent) from transacting THSRTC BYLAWS Page 9 of 13 Amended February 26, 2007 business with THSRTC on a competitive, arms - length basis, and being awarded contracts, business, or other contractual relationships based upon such member's ability to provide (or that of the controlled or represented entity to provide), THSRTC with services or products considering price, quality and service, for what is being considered, so long as the express requirements of this Section and the requirements, if any, of applicable law are met. A member shall not be deemed to have a conflict of interest by virtue of benefits that might accrue to the entity that such member represents. ARTICLE FOUR NOTICES 4.1 Form of Notice. Whenever under the provisions of these Bylaws, notice is required to be given to any member, Executive Committee member, or any other committee member, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given in writing, by mail, postage prepaid, or by facsimile transmission or other electronic communication as appears on the books of THSRTC. Written, printed, or electronic notice including e-mail stating the place, day, hour, and purpose of meetings shall be delivered to each member not less than forty -eight (48) hours before the date of the meeting, unless the Chair, in his or her discretion and because of impracticable circumstances, finds it necessary for and in the best interest of THSRTC to hold a meeting without the forty -eight hour notice requirement. ARTICLE FIVE FUNDING BY PARTICIPANTS, TERM, WITHDRAWAL, BUDGET, AND FINANCE 5.1 Member Contributions to Joint Efforts. Each member participant agrees to and shall pay to THSRTC an annual fee pursuant to the mutually agreed upon membership dues contribution schedule contained in Section 2.2 or as established by the Executive Committee. The initial amount payable under this agreement shall be due on October 1, 2002 and deemed late 30 days thereafter. All annual amounts payable each year thereafter shall be payable on an annual payment basis, beginning on the first month of the fiscal year and ending on the last month. THSRTC BYLAWS Page 10 of 13 Amended February 26, 2007 5.2 Term, Withdrawals. A. All memberships shall be effective on and as of the date of payment of dues and shall continue from year to year as to all participants that have not withdrawn in accordance with subsection (B), below. B. Any member may withdraw his or her membership, without refund of amounts paid to date, by giving 30 days written notice of the effective date of withdrawal to the Secretary. Any member shall be automatically withdrawn in the event funds are not paid in accordance with Section 5.1. This agreement shall continue as to all participants that have not withdrawn. 5.3 Budget and Finance. The Treasurer, in collaboration with the THSRTC Consultant, will prepare and recommend a budget to the Executive Committee each fiscal year by a date certain determined by the Chair. The budget shall then be adopted by the Executive Committee by a certain date, and a corresponding dues structure adopted and communicated to all members by a certain date. The Treasurer shall make periodic budget reports to the Executive Committee and THSRTC membership. THSRTC funds shall be kept in a THSRTC bank account, and the THSRTC Consultant shall sign checks under the oversight of the Treasurer. ARTICLE SIX AMENDMENTS 6.1 Amendments. The Executive Committee, by a supermajority vote, shall have exclusive authority to alter, amend and repeal these Bylaws and to make and adopt new and other Bylaws. Members who are not on the Executive Committee shall not be entitled to vote thereon. As used herein, the term " supermajority vote" and " supermajority" shall mean more than two thirds (2/3) of the votes eligible to be cast in person or by proxy with respect to the particular matter. Amendments to the Bylaws shall be proposed and communicated to the Executive Committee members in writing or electronically prior to the meeting to vote on the changes. THSRTC BYLAWS Page 11 of 13 Amended February 26, 2007 ARTICLE SEVEN INDEMNIFICATION OF OFFICERS, EMPLOYERS, AND AGENTS 7.1 Indemnification. THSRTC shall indemnify Executive Committee members, employees, officers, and agents of THSRTC to the fullest extent required by Article 1396 -2.22A of the Texas Non - Profit Corporation Act, as amended, and may indemnify such persons to the fullest extent permitted by Articles 1396.2.22A of the Texas Non - Profit Corporation Act as amended, subject in each case to restrictions, if any, in the Corporation's Articles of Incorporation. THSRTC shall have power to purchase and maintain at its cost and expense insurance on behalf of such persons to the fullest extent permitted by Articles 1396.2.22A of the Texas Non - Profit Corporation Act, as amended. ARTICLE EIGHT GENERAL PROVISIONS 8.1 Fiscal Year. The fiscal year of THSRTC will begin on October 1 of each year and end on September 30 of the following year, unless otherwise fixed by resolution of the Executive Committee. At the end of each fiscal year a certified audit or review shall be performed regarding all financial transactions of THSRTC. 8.2 Books and Records. THSRTC shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the meetings of the Executive Committee. 8.3 Inspection of Books and Records. THSRTC books and records shall be open to inspection of the Executive Committee upon reasonable request, and as provided by the Texas Non - Profit Corporation Act or other applicable law. 8.4 Seal. The Executive Committee may, but need not, adopt a corporate seal to be in such form and to be used in such manner as the Executive Committee shall direct. 8.5 Telephone Meetings. The members and Executive Committee members may participate in and act at any meeting through use of a conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other. Participation in THSRTC BYLAWS Page 12 of 13 Amended February 26, 2007 such meeting by such means shall constitute attendance and presence in person at the meeting, except where a person participates for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. 8.6 Action Without a Meeting. Any action required or which may be taken at a meeting of the Executive Committee or any other committee may be taken without a meeting, if a supermajority consents in writing, setting forth the action to be taken, and signed by a supermajority of then serving Executive Committee members, as the case may be. A telegram, telex, cablegram, or similar transmission by an Executive Committee member, or a photographic, photo static, facsimile, or similar reproduction of a writing signed by an Executive Committee member, shall be regarded as signed by the Executive Committee member for purposes of this Section. 8.7 Construction. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. If any portion of these Bylaws shall be invalid or inoperative, then, so far as is reasonable and possible: (a) the remainder of these bylaws shall be considered valid and operative, and (b) effect shall be given to the intent manifested by the portion held invalid and inoperative. 8.8 Headings. The headings are for organization, convenience, and clarity. In interpreting these Bylaws, they shall be subordinated in importance to the other written material. 8.9 Relation to Articles of Incorporation. These Bylaws are subject to, and governed by, the Articles of Incorporation of THSRTC. ADOPTED this 26 day of February 2007. As amended at the Executive Committee Meeting. Texas High Speed Rail and Transportation Corporation Robert Eckels Chairman THSRTC BYLAWS Page 13 of 13 Amended February 26, 2007 TEXAS HIGH SPEED RAIL and TRANSPORTATION CORPORATION ARTICLES OF INCORPORATION Pursuant to Article 1396 -3.02, Texas Revised Civil Statutes, as amended (the "Texas Non - Profit Corporation Act "), the undersigned persons aged eighteen years or more hereby file these Articles of Incorporation with the Secretary of State of the State of Texas. ARTICLE ONE The name of the Corporation is Texas High Speed Rail and Transportation Corporation (THSRTC). ARTICLE TWO THSRTC is a non - profit corporation. ARTICLE THREE The period of THSRTC duration is perpetual. ARTICLE FOUR THSRTC is organized as a business league within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the "Code "), for the purpose of improving transportation, rail and high speed rail infrastructure through: 1. Raising the transportation, rail and high speed rail consciousness across the state; 2. Encouraging the development and implementation of laws, regulations, rules, and policies that benefit multi -modal transportation, and encourage mobility, safety, economic development and the planning and development of rail, high speed rail and rail related passenger and inter -modal cargo transportation facilities; THSRTC ARTICLES OF INCORPORATION Page 1 of 5 3. Achieving THSRTC goals with regards to multi -modal transportation, inter - modalism, economic development, and coordination objectives; 4. Articulating positions, interfacing with, and representing THSRTC interests before government, quasi - government and private entities; 5. Working collectively to promote goodwill and collaborative relationships among the United States, Mexico, and Canada and the various trade corridor coalitions, airports, seaports, transportation authorities and entities of our major metropolitan, urban, and rural population centers within the State of Texas and North America; 6. Facilitating a shared vision toward multi -modal transportation, rail, and high speed rail improvements that support economic development activities within areas served by THSRTC; 7. Promoting mobility, safety and encouraging economic activity within the State of Texas; and 8. Engaging in any and all other activities that further the goals of THSRTC. Subject to the foregoing, THSRTC is organized for all lawful purposes within the meaning of, and as permitted by, Article 1396 -2.01 of the Texas Non - Profit Corporation Act, as amended. ARTICLE FIVE No part of the THSRTC net earnings shall inure to the benefit of, or be distributable to any member or officer except that on dissolution or final liquidation of THSRTC, its net assets shall be distributed pro rata to members, defined below, which are State, local governmental, or private entities, in accordance with their contributions to THSRTC during the preceding 36 months. Notwithstanding any other provision of these Articles of Incorporation, THSRTC shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(6) of the Internal Revenue Code or corresponding provisions hereafter in effect. THSRTC ARTICLES OF INCORPORATION Page 2 of 5 ARTICLE SIX The street address of the registered office of THSRTC is 8080 Park Lane, Suite 600, Dallas, Texas 75231, and the name of its registered agent at such address is David A. Dean. ARTICLE SEVEN The direction and management of the affairs of THSRTC and the control and disposition of its properties and funds shall be vested in an Executive Committee. The Bylaws shall govern the election of Executive Committee Members, the removal of Executive Committee Members, terms of service, classification, and matters related to the Executive Committee. Four individuals shall serve as initial Executive Committee members and serve as the initial Board of Directors. In addition, the Co- Chairs of standing committees created pursuant to the Bylaws and Task Forces created by the Chairman shall be members of the Executive Committee. The names and addresses of the persons who are to serve as the initial Executive Committee members are as follows: 1. Chairman - Robert Eckels, County Judge, Harris County, 1001 Preston Avenue, Suite 911, Houston, Texas, 77002 -1817 2. Vice - Chairman - John H. Happ, Jr., City Councilmember, City of College Station, 1101 Texas Avenue, College Station, Texas, 77842 -9960 3. Secretary - James T. Edmonds, Chairman, Port of Houston Authority, 55 Waugh, Suite 1120, Houston, Texas, 77007 4. Treasurer - Carroll G. Robinson, City Councilmember, City of Houston, 611 Walker, Houston, Texas, 77251 ARTICLE EIGHT THSRTC shall initially have one class of voting members. The qualifications, rights and duties of members shall be as set forth in the Bylaws. However, the Executive Committee has the authority to create additional classes of voting and non - voting membership. THSRTC ARTICLES OF INCORPORATION Page 3 of 5 ARTICLE NINE Notwithstanding any other provisions of these Articles of Incorporation, THSRTC shall not engage, participate or intervene in any activity or transaction which would result in the loss by THSRTC of its status as an organization exempt from federal income taxation under section 501(a) of the Internal Revenue Code, or corresponding provisions hereafter in effect, and the use, directly or indirectly, of any part of the assets of THSRTC in any such activity or transaction is expressly prohibited. ARTICLE TEN No Executive Committee member shall be personally liable to THSRTC or its members for monetary damages for any act or omission in the Executive Committee member's capacity as an Executive Committee member occurring from and after the certification by the Secretary of State of the State of Texas that these Articles of Incorporation have been filed in such office, except in the following instances: (i) for a breach of the Executive Committee member's duty of loyalty to THSRTC or its members; (ii) for an act or omission not in good faith that constitutes a breach of the duty of the Executive Committee member to THSRTC or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) for a transaction from which the Executive Committee member received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Executive Committee member's office; or (iv) for an act or omission for which the liability of the Executive Committee member is expressly provided by an applicable statute. If the Texas Miscellaneous Corporation Laws Act or any other statute of the State of Texas is amended hereafter to authorize the further elimination or limitation of the liability of Executive Committee members of THSRTC, then the liability of prior, current and future Executive Committee members of THSRTC shall be eliminated and limited to the fullest extent permitted by the statutes of the State of Texas, as so amended, and such elimination or limitation of liability shall be in addition to, and not in lieu of, the limitation on the liability of Executive Committee members provided by the foregoing provisions of Article Ten. Any repeal of or amendment to this Article shall be prospective only and shall not adversely affect any elimination or limitation on the liability of an Executive Committee member existing at the time of such repeal or amendment. THSRTC ARTICLES OF INCORPORATION Page 4 of 5 ARTICLE ELEVEN The power to alter, amend or repeal these Articles of Incorporation shall be vested in the Executive Committee of THSRTC. These Articles of Incorporation may be amended only with the consent of a majority of the Executive Committee members. ARTICLE TWELVE The name and address of the incorporator is: Robert Eckels County Judge, Harris County 1001 Preston Avenue, Suite 911 Houston, Texas, 77002 -1817 EXECUTED this day of October 2002. Texas High Speed Rail and Transportation Corporation Robert Eckels Chairman THSRTC ARTICLES OF INCORPORATION Page 5 of 5 • u,. ••• ., .. & .....m. ,,..w ., a . ,. «, .a xe s,.. v, ,a h .v 6- a ka�axd,. „ .±,i .a s+ ^..v steh3ei Monday Texas 6 ..c peed Waif & `Trans ortation Corporation August 11th ' Secretary an/Tarrant Count Cr�m�nis Toner 6:00 9:0() p.m. qar� 'Fic invites you to a special liRlefcome 1 eception to Launching the high launch tie iftf Annual' 'Transportation .S'ummit, Xforldau, speed rail focused Auyust 11, 2008 from 6:00-9/00 m. l l th Annual Transportation Summit quests from t4rot! the international Iii speed' rai cormuni JL lnclua nQ c aniprivate sector leaf ers' 1{til r1 he Horne of ✓ ✓ put) r Cornniissioner & Mrs. leave a chance to nneet and j r reef over d'rinky an61 Team Tors Gary Fickes ioeurves. ?Tease make travel fans tohla to participate in 4021 hilltop Drive Soutlll eke, TX 76092 t41s intimate ec at4erinij. 3SSace i s fmited RSVP by To R SY1 , for this event or for more information, please con - - " sclnesclaV, � u zst tac T ra v is 7�e at 24,750,0i23 or `T7<el9 'lean, net Travis Kelly: 21 !'Kelly @deai.net 0¢ fl § w E a d€ F im WkA TEXAS HIGH SPEED RAIL & TRANSPCIRTATIC]IV CORP. 1 11 im 1 k 1 .g� T ex as High Speed Rail & 1 9 , y Transportation Corporation Annual Meeting 1 1 Please mark your calendars for the Texas High Speed Rail & Transportation Corporation 1 g p p p Annual Meeting, in conjunction with the h 11th Annual Transportation Summit. _..1 AA.r AN --- 095ATIO Wednesday, August 13th �� 0 � 1 6:00 — 7:30 p.m. Omni Mandalay Hotel, Irving, TX ''p � , N G� P� Rangoon Room i !i . -.L H ighlights include: �' , v Il • Year end review ii c 1 • Overview of international fact- k Is. � , l_.' 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I I 1 I J 1 I1 I L D II ! 1 j!I 3 g! ;# H '3a.hfra ;3 ;r g 1 3°ti- ulii a k 4 111 a � rg, - n8'sd y ° 0 'CO3 + $, -4 9 q a dH � a g n a :t 034 v' 1 'Ic ' c1 L Q ;o n , � gg 4ya"i k •I ` ,w 7 r. 3. R p a4o „ 6 F •cm 'x(%1 °51,N 1 d 1p . s . s M 5 �.�3 pg. �g��r i j :,3 :; 0 2. x @g�� S O an 63s asZw o ' 2 � riaSS i X1 w I f' ° t1 @ :a '^ O b i fl iU j i i t i r ' 0 " ^ ' S G g 1G C "S ! A: 1” _ s � �" 4 p . � x C g y aa11 , "AD r'il Ph: 1;:i. il :4 g '' § 11; •-,. • , 31,4,21 / -1/7.4il'g: F g! g l.q,141 2 0* \ a G g b ~ i g a x c1 �. : s . .' ' y IN N '0 .i if W. i a g I 5'. 5 x62 - " a . C z ' a $e 6 �g "o B O gi R � • e b p I O 5 S a l b 1 �ys - I i ce 4 d 08 -05 -08 "* *SESSION * *" "07:25:14 PM ", "08/05/08" "CONSENT AGENDA:" "4A. Approve the minutes from the July 15, 2008, regular city Council meeting. 4B. Approve renewal of contract with Aetna for employee medical and dental benefits. 4C. Approve support of the Texas High Speed Rail and Transportation Corporation (THSRTC) and authorize payment of membership dues. 4D. Approve the renewal of a lease agreement for grazing on approximately 25 acres of undeveloped City property. 9B. Approve Residential Developer Agreement with Keller Watermere, L.P. for South Village at Watermere, Phase II, a 33.72 -acre development located on the south side of Southlake Boulevard between Pearson Road and Davis Boulevard. 9C. Authorize City Councilmember Pamela Muller to attend the International City /County Management Association conferenceon September 20 - 24, 2008 in Richmond, Virginia for the approximate amount of $1,200." "Multiple selection" "Laura K. Hill" "*� �none** 1 0 0 Virginia M. Muzyka * *none ** 1 0 0 "Andy wambsganss * *none ** Not present 0 0 "John Terrell" "* *none * *" "1" "0" "0" "Gregory Jones " , "* * * * ", "Not present ", "0 ", "0" "Vernon Stansell ", "* *none * * ", "1 ", "0 ", "0" "Pamela Muller ", "* *none * * ", "1 ", "0 ", "0" "* *SESSION * *" "07:29:15 PM ", "08/05/08" "6A. Ordinance No. 480 -vvv, 2nd Reading, " "Amendments to the Comprehensive zoning Ordinance No. 480, as amended, for miscellaneous amendments and corrections." "Multiple selection" "Virginia M. Muzy ka ", "* *none * * ", "1 ", "0 ", "0" "Laura K. Hill "," none * * ", "1 ", "0 ", "0" "Andy wambsganss * *none ** Not present 0 0 "John Terrell" " **none * *" "1" "0" "0" "Gregory Jones " , "* * * * ", "Not present ", "0 ", "0" "Vernon Stansell ", *none * * ", "1 ", "0 ", "0" "Pamela Muller ", "* *none * * ", "1 ", "0 ", "0" "* *SESSION * *" "07:51:44 PM ", "08/05/08" "6B. ZA08 -048, Site Plan for Lot 3R1, Block 60, Timarron Addition" "ZA08 -048, Site Plan for Lot 3R1, Block 60, Timarron Addition located at 600 Zena Rucker Road. Current Zoning: R - PUD - Residential Planned Unit Development District. SPIN Neighborhood #9E. PUBLIC HEARING. " "Multiple selection" "Virginia M. Muzyka ", " *�'none�• * ", "1 ", "0 ", "0" "Laura K. Hill ",'* *none * * ", "1 ", "0 ", "0" "Andy wambsyanss * *none ** Not resent 0 0 "John Terrell ", "* *none * * ", "1 ", "0 ",'0" "Gregory Jones ", "* *none * * ", "Not present ", "0 ", "0" "vernon Stansell" "* *none" *" "1" "0" "0" "Pamela Muller ", "* *none * * ", "1 ", "0 ", "0" "* *SESSION * *" "08:25:26 PM ", "08/05/08" "6C. ZA08 - 049, Specific Use Permit for a Mass Gathering " "Parade /Bike Rally /Concert for Independence weekend on property located at Southlake Town Square and at Carroll Dragon Stadium. Current Zoning: DT - Downtown District and S -P -1 - Detailed Site Plan District. SPIN Neighborhoods #8 and #7. PUBLIC HEARING. " "Multiple selection" "Virginia M. Muzyka" "* *none * *" "1" "0" "0" "Laura K. Hill" ' ' "* *none * *" "1" " "0" ' "0" "Andy wambsganss ", "* *none** Not present 0 0 "John Terrell ", "* *none * * ", "1 ", "0 ", "0" Page 1 08 -05 -08 "Gregory Jones ", "* *none * * ", "Not present ", "0 ", "0" "Vernon Stansell" "* *none * *" "1" "0" "0" "Pamela Muller ", "* *none * * ", "1 ", "0 ", "0" "* *SESSION * *" "08:34:26 PM ", "08/05/08" "6D. ZA08 -054, Revised Site Plan for Rockenbaugh Elementary School " "on property located at 301 Byron Nelson Parkway. Current zoning: R - PUD - Residential Planned Unit Development District. SPIN Neighborhood #9E. PUBLIC HEARING. " "Multiple selection" "Virginia M. Muzyka "," *'none * * ", "1 ", "0 ", "0" "Laura K. Hill ", "* *none * * ", "1 ", "0 ", "0" "Andy wambsganss ", "* *none * * ", "Not present ", "0 ", "0" "John Terrell ", "* *none *'*", "1 ", "0 ", "0" "Gregory Jones * *none ** Not present 0 0 "Vernon Stansell ", "* *none * * ", "1 ", "0 ", "0" "Pamela Muller ", "* *none * * ", "1 ", "0 ", "0" "* *SESSION * *" "08:49:19 PM ", "08 /05/08" "7A. Ordinance No. 480 -562, 1st Reading (ZA07 -148), " "zoning Change and Site Plan for Onsom Medical Offices on property legally described as Tracts 4C1A and 4C2B, Les Ex, A.H. Chivers Survey, Abstract No. 299; and located at 630 East State Highway 114. Current Zoning: AG Agricultural District. Requested zoning: S -P -1 Detailed Site Plan District. SPIN Neighborhood #5. (If approved on first reading, the public hearing will be held on August 19, 2008.). " "Multiple selection" "Virginia M. Muz�rka ** none *� �� 1 " ;� 0 „ 0 "Laura K. Hill * *none ** 1 0 0 "Andy wambsganss ", "* *none * * ", "Not present ", "0 ", "0" "John Terrell ", "* *none * * ", "1 ", "0 ", "0" " " " "Gregory Jones * *none ** Not present 0 0 " "Vernon Stansell ", "* *none * * ", "1 ", "0 ", "0" "Pamela Muller ", "* *none * * ", "1 ", "0 ", "0" "* *SESSION * *" "09:09:52 PM ", "08/05/08" "9A. SP08 -177, Variance to the Sign Ordinance No. 704," "as amended, to allow light pole banners within Southlake Town Square during Oktoberfest. " "Multiple selection" "vi rginia M. Muzyka ", "* *none * * ", "1 ", "0 ", "0" "Laura K. Hill ", "* *none * * ", "1 ", "0 ", "0" "Andy wambsganss ** none ** Not present 0 0 "John Terrell ", "* *none' * ", "1 ", "0 ", "0" "Gregory Jones * *none ** Not present 0 0 "Vernon Stansell ", "* *none * * ", "1 ", "0 ", "0" "Pamela Muller ", "* *none * * ", "1 ", "0 ", "0" Page 2