new mexico department of transportation …...david sepich, commissioner, district two keith...

NEW MEXICO

DEPARTMENT OF TRANSPORTATION

TRANSPORTATION COMMISSION MEETING

January 25, 2019

The Lodge at Santa Fe

750 N. St. Francis Dr.

Santa Fe, New Mexico 87501

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NEW MEXICO STATE TRANSPORTATION COMMISSION The Lodge at Santa Fe 750 N. St. Francis Dr.

Santa Fe, New Mexico 87501 January 25, 2019

8:30 am

Meeting Agenda

1. Call to Order: Ronald Schmeits, Chairmana. Pledge of Allegiance

2. Approval of Agenda: Ronald Schmeits, Chairman

3. Approval of Minutes: Regular Meeting of December 13, 2018

4. Introductions: Ronald Schmeits, Chairmana. Elected Officialsb. Commission Membersc. NMDOT Executive Staff

5. Welcoming Remarks: Ronald Schmeits, Chairman

6. Public Comment

7. Request for Approval of Governor Michelle Lujan Grisham’s Appointment of MichaelR. Sandoval as Secretary of Transportation: Ken Baca, Chief Deputy General Counsel,NMDOT

8. District Five Presentation: Paul Brasher, P.E., Acting District Five Engineer, NMDOT

9. District Two Best Practice: Timothy Parker, P.E., District Two Engineer, NMDOT

10. Staff Briefings:a. FHWA Report: J. Don Martinez, Division Administrator, FHWA

b. Secretary Report: Michael R. Sandoval, Cabinet Secretary Designate, NMDOT

11. Finance Reports - Ron Schmeits, Chairmana. Monthly Financial Report: Mallery Manzanares, Budget Director, and Acting

ASD Director, NMDOT

b. NMFA Monthly Report: Mark Lovato, Investment Manager, NMFA

c. Request for Approval of Authorizing Resolution No. 2019-02 (JAN) Extension of$50 Million Line of Credit for BNSF Requirement: Marcos B. Trujillo, ProjectOversight Division Director, NMDOT

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12. Policy Reports - Kenneth White, Chairmana. Annual Determination of Notice Provisions for Open and Closed State

Transportation Commission Meetings : Ken Baca, Chief Deputy GeneralCounsel, NMDOT

13. Adjournment

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Tab 1-2 Call to Order and

Approval of the

Agenda

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Agenda Items 1-2

1. Call to Order: Ronald Schmeits, Chairmana)Pledge of Allegiance

2. Approval of Agenda: Ronald Schmeits, Chairman

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Tab 3 Approval of Minutes

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70 December 13, 2018

NEW MEXICO STATE TRANSPORTATION COMMISSION

MEETING

New Mexico Department of Transportation

District Three Auditorium

7500 Pan American Freeway NE

Albuquerque, New Mexico 87199

December 13, 2018

The New Mexico State Transportation Commission (STC or Commission) held a regular

meeting on December 13, 2018, at the New Mexico Department of Transportation, District Three

Auditorium, Albuquerque, New Mexico. Chairman Schmeits called the meeting to order at 8:30

a.m. Commissioner Mortensen led meeting attendees in the Pledge of Allegiance.

Approval of the STC Meeting Agenda

Chairman Schmeits asked for a motion to approve the STC meeting agenda;

Commissioner Sepich made a motion to so approve; Commissioner Mortensen seconded;

motion carried unanimously.

Approval of the STC Minutes

Chairman Schmeits asked for a motion to approve the minutes of the STC regular

meeting of September 20, 2018; Commissioner Sepich made a motion to so approve;

Commissioner White seconded; motion carried unanimously.

Elected Officials and Delegations:

The Honorable Elaine Allen, Lincoln County Commissioner, District 5

Veronica Gonzales, Cabinet Secretary, Department of Cultural Affairs

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State Transportation Commissioners Present:

Kenneth White, Secretary, District One

David Sepich, Commissioner, District Two

Keith Mortensen, Commissioner, District Three

Ron Schmeits, Chairman, District Four

Butch Mathews, Vice-Chairman, District Five

Billy Moore, Commissioner, District Six

NMDOT Staff Present:

Tom Church, Cabinet Secretary

Anthony Lujan, Deputy Secretary

Kenneth B. Baca, Chief Deputy General Counsel

NMDOT Staff

Welcoming Remarks

Commissioner Schmeits introduced himself and welcomed meeting attendees; the other

Commissioners followed with welcoming remarks.

Elected Officials Presentations

Jeff Pappas, Department of Cultural Affairs, gave a brief presentation on the Lincoln

Historic Site. His presentation included New Mexico’s Cultural Economy; the impact of cultural

tourism; Historic Preservation considerations; Historic Lincoln; protected status; visitor behavior;

and potential impact. There was a brief discussion between the Commissioners and Veronica

Gonzales, Cabinet Secretary, Department of Cultural Affairs.

Public Comment

Herb Marsh, Resident, Lincoln County, gave comment regarding the Lincoln Historic Site.

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Joyce Nesterbur, Resident, Lincoln County, gave comment regarding the Lincoln Historic

Site.

Tony Davis, Resident, Lincoln County, gave comment regarding the Lincoln Historic Site.

Request for Approval of Proposed Dedication of the Pedestrian Bridge Located at Milepoint

5.791 on FL 4685 (North Main Street) in the City of Roswell (Bridge No. 6774) as the “Sgt.

Christopher A. Sanders Memorial Bridge” and Adoption of related STC Resolution 2018-13

(DEC)

Anthony Lujan, Deputy Secretary, NMDOT, presented the proposed dedication of the

bridge located on North Main Street in the City of Roswell as the “Sgt. Christopher A. Sanders

Memorial Bridge”. On July 12, 2018, the City Council of Roswell, New Mexico, passed and

adopted Resolution No. 18-43 supporting the dedication of the pedestrian bridge over milepoint

5.791 on FL 4685 (North Main Street) in the City of Roswell (Bridge No. 6774) as a memorial to

Sgt. Christopher A. Sanders. Sgt. Christopher Sanders was a native New Mexican, born April 30,

1985. He enlisted in the U.S. Army in 2004 and served two tours of duty in Iraq during operation

Iraqi Freedom. On January 9, 2008, Sgt. Sanders, five other soldiers and their interpreter were

tragically killed when an improvised explosive device in a booby-trapped house detonated during

combat operations in Sinsil, Diyala Province, Iraq. The proposed Resolution dedicates the subject

pedestrian bridge as the “Sgt. Sanders Memorial Bridge” to honor and recognize Sgt. Sanders for

his patriotism, bravery, dedication and distinguished military service.

Chairman Schmeits asked for a motion to approve the proposed dedication of the

bridge located at Milepoint 5.791 on FL 4685 (North Main Street) in the City of Roswell

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(Bridge No. 6774) as the “Sgt. Christopher A. Sanders Memorial Bridge” Resolution No.

2018-13 (DEC); Commissioner Moore made a motion to so approve the proposed dedication

and adopt related STC Resolution No. 2018-13 (DEC); Commissioner Mortensen seconded;


District Two Presentation and Employee Recognition

Timothy Parker, P.E., District Two Engineer, NMDOT, gave a presentation regarding

District Two activities, during which he discussed the District’s various projects and maintenance

accomplishments. He also reported on the District’s Employee Recognition Program,

acknowledged the recent award winners, and introduced other District staff members in attendance

at the meeting.

District Two Best Practice

Anthony Lujan, Deputy Secretary, NMDOT, requested that the STC hold this agenda item

until the next STC meeting in January due to the unavailability of the Vaughn Patrol winners, who

were out plowing snow due to a snow storm the previous night. The Commission agreed to hold

off until the January meeting.

District One Best Patrol and Best Project

Anthony Lujan, Deputy Secretary, NMDOT, presented the District One Best Patrol and

Best Project Winners. The Silver City Maintenance Patrol was chosen as the Best Patrol. The

Best Project crew 41-45, was the winner for its repair work to the structure of 6802 located at I-10

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westbound lane milepost 95.54, which had been hit by a semi-tractor trailer causing serious

damage.

Staff Briefings

FHWA Report

J. Don Martinez, Division Administrator, FHWA, thanked Secretary Church and the STC

for the opportunity to work with and for them and delivering the transportation program for the

citizens of New Mexico. Within Federal Highway there is constant talk about stewardship

meaning the taxpayers money. It is very important from his perspective that the taxpayers get

their monies worth and get a quality product for a reasonable price. He believes that has been

done during this time. It happened because of the great direction and leadership of Secretary

Church. He publicly thanked Secretary Church for being a great working partner working with

the federal program in a very straight forward manner.

Secretary Report

Tom Church, Cabinet Secretary, NMDOT, did not have anything to report.

Finance Reports

NMDOT Monthly Financial Report

Mallery Manzanares, Budget Director and Acting ASD Director, NMDOT, presented the

NMDOT operating budget and financial report as of September 4, 2018. Current program vacancy

rates are as follows: District One, 13.99%; District Two, 22.59%; District Three, 21.84%; District

Four, 22.98%; District Five, 18.04%; District Six, 14.58%; and the total for the entire agency is

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20.17%. The current adjusted budget for Project Design and Construction (P562) is $536.7

million; Highway Operations (P563), $247.6 million; Business Operations (P564), $42.8 million;

and Modal (P565), $71.2 million. NMDOT is in good financial standing; and NMDOT’s FY18

Financial Audit was successful.

New Mexico Finance Authority (NMFA) Monthly Report

Mark Lovato, Investment Manager, NMFA, provided an update regarding NMDOT’s

Bond Series and outstanding bond debt service under NMFA management. As of November 30,

2018, there is a set aside payment of $14.7 million; interest in the amount of $117,000.00; with

the total debt service fund currently being held at $83.5 million. There is a debt service payment

coming up on December 17, 2018 for $34.9 million. The arbitrage account has $224,285.00, and

the project funds total is $8.1 million, with a draw in November in the amount of $1.2 million.

NMDOT’s line of credit is in the amount of $50 million with Wells Fargo for the BNSF escrow.

The line of credit has an expiration date at the end of the fiscal year on June 30, 2019, but NMFA

is working with Wells Fargo, as well as attorneys and NMDOT staff to renew the line of credit.

There was a brief discussion regarding the US 491 and US 550 project close outs.

Request for Approval of FY19 Budget Adjustment Requests (BARs) Nos. 9 – Federal Transit

and No. 10- WIPP

Kevin Olinger, Transit Bureau Chief, NMDOT, presented and requested approval of FY19

BAR No. 9 – Federal Transit. The BAR is required to increase budget authority in federal grants

and services for the Transit Bureau in the amount of $1,485.000. These funds will be used by the

Incorporated County of Los Alamo-Atomic City Transit for the purchase of electric buses and

vehicle charging stations. These are federal discretionary (competitive) grant funds awarded to

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NMDOT on behalf of Los Alamos from the Federal Transit Administration. These funds are 100%

federal reimbursable.

Chairman Schmeits asked for a motion to approve FY19 BAR No. 9- Federal Transit;

Commissioner White made a motion to so approve; Commissioner Mortensen seconded;


Rick Padilla, P.E., State Maintenance Engineer, NMDOT, presented and requested

approval of FY19 BAR No. 10- WIPP. This BAR is required to increase the contractual services

budget authority by $15 million to complete the WIPP Settlement agreement. In FY17 and FY18,

NMDOT received $34 million of federal funds pursuant to the settlement agreement and Stipulated

Final Order between the United States Department of Energy and the State of New Mexico

Environment Department (Part II, B, 33, a and c). NMDOT has expensed $19 million, therefore,

the remaining $15 million will be used on WIPP designated routes to improve and maximize safety

and pavement conditions.

Chairman Schmeits asked for a motion to approve FY1 BAR No. 10- WIPP;

Commissioner Moore made a motion to so approve; Commissioner Mathews seconded;


FY18 NMDOT Financial Audit

Raul Anaya, Principal, Clifton Larsen, and Natalie Romero, Senior Associate,

Clifton Larsen, presented the FY18 NMDOT Financial Audit. This is the first year Clifton Larsen

has been able to present the audit early to the Commission, the reason being the audit went very

smooth. The audit included audit opinions, audit process overview, hierarchy of deficiencies in

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internal control, review of prior year findings, major federal program, financial statements, review

of findings-federal award findings, and other findings;

Infrastructure Reports

Request for Approval of Continued Use of the “Jal Route” as a Temporary, Negotiated

Alternate Southern WIPP Route and Adoption of STC Resolution No. 2018-14 (DEC)

Rick Padilla, P.E., State Maintenance Engineer, NMDOT, presented and requested

approval of continued use of the “Jal Route” as a temporary, negotiated alternate southern WIPP

route and adoption of STC Resolution No. 2018-14 (DEC). On September 9, 2018, the DOE-

CBFO requested NMDOT extend the term of use of the temporary, negotiated alternate southern

WIPP route (the “Jal Route”) beyond the termination date of December 31, 2018 established by

the STC in Resolution No. 2018-07 (MAY). As justification for continued use of the Jal route,

instead of the existing designated southern WIPP route (US 285 to US 62/180), DOE-CBFO

identifies on-going safety concerns related to portions of US 285 as well as the anticipated impacts,

including lane shifts and detours, that will occur during a planned, multi-year, sink-hole

remediation project south of Carlsbad, adjacent to the US 285 route. The Jal route has been

identified in a NMDOT route analysis to be the preferred, alternate transportation route under

current circumstances that result in a DOE-CBFO determination that the designated route is

effectively unavailable for WIPP shipments from the south. NMDOT suggests a six-month

extension of use of the Jal route as a temporary alternate to the designated southern WIPP route,

allowing use of the Jal route until June 30, 2019, unless terminated earlier by notice.

Chairman Schmeits asked for a motion to approve the continued use of the “Jal

Route” as the temporary, negotiated alternate southern WIPP route and adoption of STC

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Resolution No. 2018-14 (DEC); Commissioner Moore made a motion to so approve;

Commissioner Sepich seconded; motion carried unanimously.

Policy Reports

Request for Approval of Proposed 2019 STC Meeting Schedule

Anthony Lujan, Deputy Secretary, NMDOT, presented and requested approval of the

proposed 2019 STC meeting schedule. According to Commission Policy 1, New Mexico State

Transportation Organization and Meetings (CP1) paragraph d (1) states at the beginning of each

calendar year, the Commission will set a meeting schedule for the year and revise if and when

needed. Regular meetings will generally be held on the third Thursday of a month when designated

to occur and extend to the following Friday if the agenda necessitates additional time. The

Commission may alter the meeting schedule at its discretion. Mr. Lujan requested the January 18,

2019 meeting on the schedule be moved to January 25, 2019 due to the upcoming Legislative

Session and other commitments.

Chairman Schmeits asked for a motion to approve the proposed 2019 STC Meeting

Schedule as amended moving the January meeting to January 25, 2018; Commissioner

Sepich made a motion to so approve as amended; Commissioner Mathews seconded; motion

carried unanimously.

Request for Approval of Proposed Amendments to Commission Policy No. 62, Additions to

and Deletions from the State Highway System (CP62)

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Stephen Thies, Assistant General Counsel, NMDOT, requested approval of proposed

amendments to Commission Policy No. 62, Additions to and Deletions from the State Highway

System (CP62). CP 62, as amended, outlines the procedure by which the Commission will consider

for approval of additions to and deletions from the state highway system. CP62 has been amended

to clarify certain provisions of the policy based upon input from a team of NMDOT subject matter

experts.

Chairman Schmeits asked for a motion to so approve the proposed amendments to

Commission Policy No. 62, Additions to and Deletions from the State Highway System (CP62);

Commissioner Mathews made a motion to so approve; Commissioner Mortensen seconded;


Request Approval of Proposed Amendments to Commission Policy No. 91, Alternate Bidding

Procedures for Pavement Type Selection (CP91)

Stephen Thies, Assistant General Counsel, NMDOT, requested approval of proposed

amendments to Commission Policy No. 91, Alternate Bidding Procedures for Pavement Type

Selection (CP91). CP 91, as amended, provides that alternative bidding for pavement type

selection on Federal-aid construction projects can be a suitable approach for determining pavement

types when engineering and economic analysis does not indicate a clear choice between different

pavement designs. CP 91 has been amended to clarify certain provisions of the policy based upon

input from a team of NMDOT subject matter experts.

Michael Plese, Chairman, ACPA, New Mexico Chapter, gave comment regarding CP 91,

and the amended word shall/may. As the Policy stands right now, the requirements for the

NMDOT engineering staff to proceed with the alternate bids. The change in his opinion would

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defer the decision at a time when the product is being developed a year or two in advance than

the actual bid time. So at the time the decision is made to proceed with one type of design will

not capture what is happening with the market at the time of the bid opening. Given the volatility

in asphalt prices or anything tied to real markets, he requested that the CP 91 remain enforced as

a requirement that the alternate bidding method be in place, so that the taxpayers can truly obtain

the value of an alternate bid method with current market prices at the bid opening. There was a

brief discussion between the STC and Mr. Plese, Armando Armendariz, P.E., Design and

Construction Division Director, NMDOT, and Tamara Haas, P.E., Asset Management, NMDOT.

Chairman Schmeits asked for a motion to so approve the proposed amendments to

Commission Policy No. 91, Alternate Bidding Procedures for Pavement Type Selection (CP91);

Commissioner White made a motion to so approve; Commissioner Sepich seconded; motion


Request for Approval of Proposed New Commission Policy No. 93, Transportation Asset

Management (CP 93)

Stephen Thies, Assistant General Counsel, NMDOT, presented and requested approval of

proposed new Commission Policy No. 93, Transportation Asset Management (CP 93). Section

1106 of Moving Ahead for Progress in the 21st Century (MAP-21) required States to develop and

implement a risk-based Transportation Asset Management Plan for the National Highway

System (NHS) to improve or preserve the condition of the assets and the performance of the

system. The Federal Highway Administration published a final rule, 23 CFR Part 515 which

establishes TAMP requirements, including the processes that State departments of transportation

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must use to develop plans and meet Federal Requirements with an effective date of October 2,

2017.

23 CFR Part 515 requires submission of an Initial TAMP by April 30, 2018 to FHWA,

which NMDOT did, and submission of a fully compliant TAMP by June 30, 2019 to FHWA. If

NMDOT does not submit to FHWA and implement a fully compliant TAMP beginning by

October 1, 2019 and each fiscal year thereafter, the maximum Federal share for National

Highway Performance Program projects and activities will be reduced to 65 percent for that

fiscal year.

CP 93 is a proposed new Commission Policy that outlines the Secretary’s responsibility

to formulate directives and procedures for the development of a comprehensive Transportation

Asset Management Plan that meets federal requirements in 23 CFR Part 515 for a risk-based,

performance-based asset management plan. Based on input from a team of NMDOT subject

matter experts, CP 93 has been created to establish policy.

Chairman Schmeits asked for a motion to so approve the proposed new Commission

Policy No. 93, Transportation Asset Management (CP 93); Commissioner Mathews made a

motion to so approve; Commissioner Mortensen seconded; motion carried unanimously.

Request for Approval of the Draft FY2018 Annual Report

Tom Church, Cabinet Secretary, NMDOT, presented and requested approval of the draft

FY2018 Annual Report. The draft annual report was presented to the Legislative Finance

Committee at the budget hearing on December 11, 2018. Publicly, Secretary Church pointed out

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that the STC has been a remarkable group to work with and he thanked the six Commissioners.

His report included the following: Governor & State Transportation Commission; NMDOT’s

organizational chart; financial; highway maintenance; highway’s & bridges; program dashboard;

active & completed projects & district operations; ports of entry; public transit; Aviation & ITS;

and Traffic Safety. He ended stating it has been an honor, he has enjoyed his 25 years and

thanked everyone for allowing him to do his job. The STC thanked Secretary Church, Anthony

Lujan, Deputy Secretary, NMDOT, and all staff for work well done.

Chairman Schmeits asked for a motion to so approve the draft FY2018 Annual

Report; Commissioner Mathews made a motion to so approve; Commissioner Mortensen

seconded; motion carried unanimously.

Chairman Schmeits commented it has been a pleasure to work with Secretary Church and

stated Secretary Church has accomplished a tremendous amount with his staff, and also thanked

his fellow Commissioners.

Commissioner Mathews commented that it has been an honor to work with Secretary

Church, he has learned a lot from him and has gained a lot of respect for employees.

Commissioner Moore commented he has learned a lot and has come to appreciate all that

NMDOT does. He stated Secretary Church and Deputy Secretary Lujan have done a tremendous

job with their leadership.

Commissioner Mortensen echoed his fellow Commissioners and thanked the District

Engineers and all NMDOT staff.

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Commissioner Sepich commented since 1987 he has served on several different

commissions, and with this one by far, Secretary Church has been the best manager/ Secretary he

has ever worked with. He encouraged the staff to keep doing a good job.

Commissioner White commented he has spent 45 years interacting with various levels of

NMDOT and has seen good commissions and secretaries over the years. At this point in time

NMDOT is operating at a really high level. He has enjoyed his time working with the STC,

which is dedicated to helping NMDOT. He expressed his appreciation for the great leadership

and the staff.

Adjournment

Chairman Schmeits asked for a motion to adjourn the regular meeting at 12:21 p.m.;

Commissioner Mathews made a motion to so adjourn; Commissioner Sepich seconded;


__________________________ ________________________

Chairman Secretary

Ronald Schmeits Kenneth R. White

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Tab 4-5 Introductions and

Welcoming

Remarks

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Agenda Items 4-5

Introductions and Welcoming Remarks: Ronald Schmeits,

Chairman

a. Elected Officials

b. Commission Members

c. NMDOT Executive Staff

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Tab 6 Public Comment

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Form No. A-1235 New 10/07/10

Commission Brief

SUBJECT: Public Comment

PRESENTER:

BACKGROUND:

ACTION: No Action

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Tab 7 Request for

Approval of

Governor Michelle

Lujan Grisham’s

Appointment of

Michael R. Sandoval

as Secretary of

Transportation

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Form No. A-1235 New 10/07/10

Commission Brief

SUBJECT: Proposed approval by the State Transportation Commission of the

appointment of Michael Sandoval as Secretary of Transportation by Governor Michelle

Lujan Grisham.

PRESENTER: Ken Baca, Chief Deputy General Counsel, NMDOT

BACKGROUND:

NMSA 1978, Section 67-3-23, requires the Governor’s appointment of the Secretary of

Transportation to be approved by the State Transportation Commission.

In addition, Commission Policy 3, Approval of Secretary, provides:

A. Upon Governor’s notice to the Commission of a person selected to be

appointed as Secretary of Transportation, the Commission shall meet to

discuss and vote its approval or disapproval.

B. Immediately following the vote to approve or disapprove the Governor’s

selection, the Chairperson shall inform the Governor of the Commission’s

decision by letter.

ACTION: The Commission is requested to unanimously approve Governor

Michelle Lujan Grisham’s appointment of Michael Sandoval as Secretary of

Transportation and to adopt Resolution No. 2019-01 (JAN).

January 25, 2019

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STATE OF NEW MEXICO

STATE TRANSPORTATION COMMISSION

RESOLUTION NO. 2019-01 (JAN)

APPROVING GOVERNOR MICHELLE LUJAN GRISHAM’S APPOINTMENT OF

MICHAEL SANDOVAL AS SECRETARY OF TRANSPORTATION

WHEREAS, Governor Michelle Lujan Grisham has appointed Michael Sandoval as Secretary-

Designate of the Department of Transportation to succeed Tom Church; and

WHEREAS, NMSA 1978, Section 67-3-23 requires that the Governor’s appointment of the

Secretary of Transportation be approved by the State Transportation Commission; and

WHEREAS, the State Transportation Commission desires to approve the appointment of

Michael Sandoval as Secretary of Transportation and is prepared to adopt and act on a resolution

to effectuate this appointment; and

NOW, THEREFORE, BE IT RESOLVED BY THE NEW MEXICO STATE

TRANSPORTATION COMMISSION that it wholeheartedly approves the appointment of

Michael Sandoval as Secretary of Transportation; and

BE IT FURTHER RESOLVED that the original of this Resolution shall be given to Mr.

Sandoval; and

BE IT FURTHER RESOLVED that a copy of this Resolution shall be sent to Governor Lujan

Grisham.

ADOPTED BY THE STATE TRANSPORTATION COMMISSION IN OPEN MEETING ON

January 25, 2019.

Commissioner ________________ moved for approval of the appointment of Michael Sandoval

as Secretary of Transportation; Commissioner ____________ seconded the motion; motion


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______________________________________

Ronald Schmeits, Chairman

District 4

_______________________________________

Butch Mathews, Vice-Chairman

District 5

_______________________________________

Dr. Kenneth White, Secretary

District 1

_______________________________________

David Sepich, Commissioner

District 2

________________________________________

Keith Mortensen, Commissioner

District 3

_________________________________________

Billy Moore, Commissioner

District 6

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Tab 8 District Five

Presentation

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Form No. A-1235 New 10/07/10

Commission Brief

SUBJECT: District Five Presentation

PRESENTER: Paul Brasher, P.E., Acting District Five

Engineer, NMDOT

BACKGROUND:

ACTION: No Action

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Transportation Commission MeetingPaul Brasher, P.E.

Acting District Engineer

January 25, 2019

New Mexico Department

of

Transportation

District Five

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Completed Projects

NM 30 (Santa Clara Pueblo)

Roadway ReconstructionSignalization & Lighting

$3.9 Million

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Completed Projects

NM 68 - Taos

Pavement Preservation $2.4 Million

U.S. 84/285 - Pojoaque


NM 14 – Santa Fe

Pavement Preservation $941,588.58

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Completed Projects

NM 68 - Taos


U.S. 64 - Shiprock


NM 68 - Taos


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Active Projects

NM 41 (Galisteo to Clark Hill)Roadway Reconstruction

$ 21.9 Million

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Active Projects

Guadalupe Street Bridge – Santa FeBridge Rehabilitation

$ 1.81 Million

36

Active Projects

I-25 – Eldorado to Canoncito

Roadway Rehabilitation $ 6.77 Million

37

Active Projects

U.S. 84/285 (Pojoaque)

Bridge Rehabilitation $ 3.9 Million

NM 502 (Otowi)

Bridge Rehabilitation $ 3.9 Million

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Upcoming Projects - Summer of 2019

Williams Ranch Rd. Bridge Rehab. – $1.24 Million

I-40 FR 4066 East of MoriartyNM 96 Bridge Replacement - $8.0 Million

GallinaNM 68 / U.S. 64 Phase II - $24.6 Million

Taos Urban Roadway ReconstructionNM 68 Phase II (MP 6.3-10.1) - $24.2 Million

Alcalde to Velarde – Roadway ReconstructionNM 466 (Cerrillos Rd. to St. Francis) - $2.7 Million

Santa Fe – Pavement Preservation

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Upcoming Highlighted Projects

NM 344 Edgewood

Roadway Reconstruction / Structure Replacement $ 5.0 Million

I-25 La Bajada (MP 264.00- MP 269.00)

Pavement Preservation $ 10.0 Million

NM 14 (Cerrillos Road in Santa Fe)

ADA Improvement Project $1.25 Million

NM 30 Phase II (MP 0.0 – MP 5.2)

Roadway Reconstruction & Widening $19.4 million

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Maintenance Accomplishments

Snow Removal Operations

405,774.75 Pass Miles $ 5.4 Million

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Snow Removal Operations

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Maintenance AccomplishmentsEmergency Response & Flood Mitigation

7,053.75 Labor Hours / $ 401,450.63

NM 76 Chimayo

NM 578 Red River

U.S. 64 Bloomfield

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Litter Pickup

20,243 Labor Hours / $607,673.24

I-25 (La Bajada to Santa Fe)April 2018 - 4.585 Tons

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Contract Maintenance Accomplishments

U.S. 84/285 – Santa Fe (St. Francis Drive MP 161.00 – 163.60)

• Mill & Inlay (San Mateo to Rabbit Rd.)Total Cost => $1,112,820.93

NM 41 – Estancia (MP 11.7 – 21.7)

• Hot in Place Recycled AsphaltTotal Cost => $602,236.87

U.S. 285 – South of Clines Corners (MP 241.00 - 239.00)

• Nova Chip OverlayTotal Cost => $376,764.00

U.S. 84 – Ghost Ranch to Navajo Canyon (MP 224.00 to 235.00)

• Hot in Place Recycled AsphaltTotal Cost => $888,915.32

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Local Government Accomplishments

Sidewalk Improvements

San Juan (Kirtland)

$ 775,000.00

Sidewalk / Drive Pad Improvement

San Ildefonso Pueblo

$ 152,599.00

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Projects In Design:

• Santa Fe Rail Trail Segment 5 Multi-use Trail– Overlay• $455,363.00

• Santa Fe Arroyo Hondo Trail Segment 4 Multi-use Trail• $1,450,000.00

• City of Santa Fe, Guadalupe Road Reconstruction (Diet)• $3,735,000.00

• City of Farmington 20th St. Sidewalk Improvements Phase III• $ 747,400.00

Local Government Accomplishments

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2018 Project of the Year

NM 41 Galisteo Bridges Bridge Replacement – Two Bridges $5.12 Million

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Employee Recognition Program

Joseph Mondragon

Taos Patrol Supervisor

2018 Supervisor of the Year

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Employee Recognition Program

2018 Crew of the Year – Moriarty Project Office

Lt –Rt.: Johnny Mora, Gilbert Sanchez, Marie Romero, Steve Marquez, Kim Tribble, Patrick Martinez, Michael Garcia, Consuelo Chavez, Charlie JinzoNot Shown: Andrew Alderete, Danny Apodaca

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Tab 9 District Two Best

Practice

52

Form No. A-1235 New 10/07/10

Commission Brief

SUBJECT: District Two Best Practice

PRESENTER: Timothy Parker, P.E., District Two

Engineer, NMDOT

BACKGROUND:

ACTION: No Action

53

Tab 10a FHWA Report

54

Form No. A-1235 New 10/07/10

Commission Brief

SUBJECT: FHWA Report

PRESENTER: J. Don Martinez, Division

Administrator, FHWA

BACKGROUND:

ACTION: No Action

55

Tab 10b Secretary Report

56

Form No. A-1235 New 10/07/10

Commission Brief

SUBJECT: Secretary Report

PRESENTER: Michael R. Sandoval, Cabinet Secretary

Designate, NMDOT

BACKGROUND:

ACTION: No Action

57

Tab 11a Monthly Financial

Report

58

Form No. A-1235 New 10/07/10

Commission Brief

SUBJECT:

FY19 Operating Budget and Financial Report – January 1, 2019

PRESENTER: Mallery Manzanares, Acting Accounting Services Director

BACKGROUND:

ACTION: No Action

59

A B C D E F G H I J K L M O P

1 Department CAT BR Class Original Adj. 1

2 Budget Budget Dollar % Dollar % Balance % Calculation O - K 23 P562 200 119 C0000 25,388,800 - 25,388,800 - 0% 10,105,593 40% 15,283,207 60% 21,895,452 3,542,100 3

4 300 119 C0000 326,065,300 - 326,065,300 129,321,720 40% 11,211,280 3% 185,532,300 57% 156,228,791 169,836,509 4

5 400 119 C0000 185,234,900 - 185,234,900 21,622,530 12% 77,277,095 42% 86,335,275 47% 185,465,029 14,669,871 5

6 500 119 C0000 - - - - 0% - 0% - 0% - - 6

7 536,689,000 - 536,689,000 150,944,250 28% 98,593,968 18% 287,150,781 54% 363,589,273 188,048,480 7

8 8

9 P563 200 119 C0000 106,240,800 - 106,240,800 - 0% 45,856,266 43% 60,384,534 57% 99,355,243 6,829,200 9

10 300 119 C0000 49,407,600 179,500 49,587,100 10,099,008 20% 12,832,842 26% 26,655,251 54% 30,798,821 18,788,279 10

11 400 119 C0000 79,962,200 11,820,500 91,782,700 25,249,919 28% 29,027,830 32% 37,504,951 41% 69,666,792 22,115,908 11

12 500 119 C0000 - - - - 0% - 0% - 0% - - 12

13 235,610,600 12,000,000 247,610,600 35,348,927 14% 87,716,938 35% 124,544,735 50% 199,820,855 47,733,388 13

14 14

15 P564 200 119 C0000 25,340,400 - 25,340,400 - 0% 14,076,996 56% 11,263,404 44% 16,507,608 2,722,400 15

16 300 119 C0000 4,321,900 - 4,321,900 793,027 18% 670,539 16% 2,858,334 66% 1,609,294 2,712,606 16

17 400 119 C0000 13,086,300 - 13,086,300 3,003,385 23% 5,356,886 41% 4,726,028 36% 12,856,527 229,773 17

18 42,748,600 - 42,748,600 3,796,412 9% 20,104,421 47% 18,847,767 44% 30,973,429 5,664,779 18

19 19

20 P565 200 119 C0000 5,194,600 - 5,194,600 - 0% 1,865,902 36% 3,328,698 64% 4,042,787 1,164,600 20

21 300 119 C0000 31,512,800 - 31,512,800 11,922,279 38% 8,000,403 25% 11,590,118 37% 19,200,967 12,311,833 21

22 400 119 C0000 34,581,200 - 34,581,200 22,827,437 66% 1,593,765 5% 10,159,998 29% 3,825,035 30,756,165 22

23 71,288,600 - 71,288,600 34,749,716 49% 11,460,069 16% 25,078,815 35% 27,068,790 44,232,598 23

24 24

25 SubTotal 886,336,800 12,000,000 898,336,800 224,839,304 25% 217,875,397 24% 455,622,099 51% 621,452,347 285,679,244 25

26 26

27 27

28 28

29 29

30 Department CAT BR Class Original Budget Adj. 30

31 Budget Adj. Budget Dollar % Dollar % Balance % 31

32 P562 200 119 C5607 - - - - 0% - 0% - 0% 32

33 300 119 C5607 - 554,812,593 554,812,593 354,278,533 64% 140,832,526 25% 59,701,533 11% 33

34 400 119 C5607 - 20,423,747 20,423,747 13,809,033 68% 5,893,812 29% 720,902 4% 34

35 - 575,236,340 575,236,340 368,087,567 64% 146,726,339 26% 60,422,435 11% 35

36 36

37 P563 200 119 C5608 - - - - 0% - 0% - 0% 37

38 300 119 C5608 - 17,972,211 17,972,211 2,010,716 11% 9,731,091 54% 6,230,404 35% 38

39 400 119 C5608 - 11,633,641 11,633,641 1,970,047 17% 9,178,888 79% 484,706 4% 39

40 - 29,605,852 29,605,852 3,980,763 13% 18,909,979 64% 6,715,110 23% 40

41 41

42 P565 200 119 C5609 - - - - 0% - 0% - 0% 42

43 300 119 C5609 - 11,013,077 11,013,077 8,217,201 75% 1,497,308 14% 1,298,568 12% 43

44 400 119 C5609 - 18,927,312 18,927,312 9,638,904 51% 6,780,859 36% 2,507,549 13% 44

45 - 29,940,389 29,940,389 17,856,104 60% 8,278,167 28% 3,806,117 13% 45

46 46

47 Subtotal - 634,782,581 634,782,581 389,924,434 173,914,485 27% 70,943,661 11% 47

48 Total 886,336,800 646,782,581 1,533,119,381 614,763,739 391,789,883 26% 526,565,760 34% 48

49 49

Adj.

Remaining

Remaining

5/12th of Budget

Encumbrance Expense

New Mexico Department of Transportation

Encumbrance Expense

Base Budget for FY 2019 - as of 1/2/19

Multi-Year FY2018/FY2019 - as of 1/2/19

Budget

60

A B C D E F G

1 1

2 2

3 3

4 4

5 5

6 Begin FY19 +FY19 +FY19 COMBINED 6

7 OPBUD Rollover BARS FY19 BUDGET Rev/Exp PCT 7

8 Revenues 8

9 CURRENT INFLOWS 9

10 State Funds $420.1 $0.0 $12.0 $432.1 159.6$ 36.9% 10

11 FHWA Funding 368.9 473.4 0.0 842.3 135.2 16.1% 11

12 Transfer From Other Agency 3.2 0.0 0.0 3.2 0.0 0.0% 12

13 Fund Balance Reserves 17.2 122.5 0.0 139.7 0.0 0.0% 13

14 1) TOTAL INFLOWS (REVENUES): $809.4 $595.9 $12.0 $1,417.3 $294.8 20.8% 14

15 15

16 Expenditures 16

17 CURRENT OUTFLOWS: 17

18 Personnel Services $160.2 $0.0 $0.0 $160.2 71.3$ 44.5% 18

19 Contractual Services 399.0 581.6 0.2 980.8 180.4 18.4% 19

20 Other Operating Costs 94.2 14.3 11.8 120.3 42.6 35.4% 20

21 CAT 500 Transfer Out 0.0 0.0 0.0 0.0 0.0 0.0% 21

22 Debt Service 156.0 0.0 0.0 156.0 73.5 47.1% 22

23 2) TOTAL OUTFLOWS - EXPENDITURES: $809.4 $595.9 $12.0 $1,417.3 $367.8 26.0% 23

24 24

25 3) CURRENT INFLOWS MINUS OUTFLOWS (Revenues - Expenditures) ($73.0) 25

26 4) PLUS Beginning FY19 FUND BALANCE RESERVES (FY18 less Rebudgeted and RO) 30.0 26

27 5) Adjusted FY19 OPERATING FUND BALANCES ($43.0) 27

28 28

29 CASH POSITION: 29

30 Cash Balance as of 01/2/2019 $104.7 30

Actual FY19

FY2019 NMDOT Financial Summary as of January 2, 2019

UNRESTRICTED STATE ROAD FUND ONLY

(Dollars in Millions)

61

A B C D E F G

1 1

2 2

3 3

4 4

5 5

6 Begin FY19 +FY19 +FY19 COMBINED 6

7 OPBUD Rollover BARS FY19 BUDGET Rev/Exp PCT 7

8 8

9 CURRENT INFLOWS: 9

10 20200- Highway Infrastructure Fund (Restricted) $8.2 $0.0 $0.0 $8.2 $3.5 42.7% 10

11 20200- Highway Infrastructure Fund Reserves 0.0 0.0 0.0 0.0 0.0 0.0% 11

12 20300- Local Gov't Road Fund (Restricted) 22.7 0.0 0.0 22.7 8.8 38.8% 12

13 20300- Local Gov't Road Fund Reserves 0.0 15.7 0.0 15.7 0.0 0.0% 13

14 20500- Aviation Fund - Federal (Restricted) 0.0 0.0 0.0 0.0 2.1 0.0% 14

15 20500- Aviation Fund Balance Reserves 0.0 0.0 0.0 0.0 0.0 0.0% 15

16 Traffic Safety Funds (5 Restricted Funds) 2.6 1.1 0.0 3.7 0.9 24.3% 16

17 Traffic Safety Fund Balance Reserves 0.0 0.0 0.0 0.0 0.0 0.0% 17

18 10010- NHTSA Funding-(Reimbursement Basis) 15.7 8.0 0.0 23.7 10.2 43.0% 18

19 10030- FTA Funding-(Reimbursement Basis) 16.6 8.7 0.0 25.3 5.7 22.5% 19

20 89300- State Infrastructure Bank Reserves 0.0 0.0 0.0 0.0 0.0 0.0% 20

21 1) TOTAL INFLOWS (REVENUES): $65.8 $33.5 $0.0 $99.3 $31.2 31.4% 21

22 22

23 CURRENT OUTFLOWS: 23

24 Personnel Services $1.9 $0.0 $0.0 $1.9 $0.7 36.8% 24

25 Contractual Services 12.3 2.2 0.0 14.5 4.2 29.0% 25

26 Other Operating Costs 54.8 36.7 0.0 91.5 15.3 16.7% 26

27 CAT 500 Transfer Out - - 0.0 - 0.0 0.0% 27

28 Debt Service 7.9 0.0 0.0 7.9 3.6 45.6% 28

29 2) TOTAL OUTFLOWS (EXPENDITURES): $76.9 $38.9 $0.0 $115.8 $23.8 20.6% 29

30 30

31 3) CURRENT INFLOWS MINUS OUTFLOWS $7.4 31

32 4) PLUS Beginning FY19 FUND BALANCE RESERVES (FY18 less ReBudgeted & RO) $35.7 32

33 5) CURRENT FY19 OPERATING FUND BALANCES $43.1 33

34 34

35 CASH POSITION: 35

36 Cash Balance as of 01/2/2019 $62.5 36

Actual FY19

FY2019 NMDOT Financial Summary as of January 2, 2019

RESTRICTED FUNDS ONLY

(Dollars in Millions)

62

CASH BALANCES FOR OPERATING BUDGET (Balances based on data from SHARE Trial Balances on January 1, 2019)

NMDOT-FUNDS Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19

ROAD FUND (10040,20100) Unrestricted 90,521,570 106,058,744 98,073,585 60,289,689 104,245,865 175,924,725 187,904,241 162,275,297 138,005,564 122,946,143 136,957,639 120,817,398 104,658,282

LOCAL GOVT (20300) Restricted 24,199,747 24,864,806 24,087,037 23,147,962 23,188,135 22,142,719 23,716,914 24,205,150 24,205,150 25,595,105 25,389,405 26,231,201 25,374,988

HIF (20200) Restricted 1,452,194 1,267,690 1,131,181 827,625 956,491 1,596,486 2,330,782 3,054,870 2,330,157 2,543,105 2,437,133 2,748,982 2,750,551

SIB (89300) Restricted 20,411,313 20,411,313 20,430,708 20,430,708 20,474,297 20,474,297 20,512,754 20,605,983 20,605,983 20,672,790 20,672,790 20,726,110 20,726,110

AVIATION (20500) Restricted 11,041,705 11,035,309 11,399,922 11,661,893 12,159,235 11,916,292 12,210,225 12,402,246 12,402,383 13,019,743 13,179,843 13,749,712 13,604,867

TRAFF FUNDS (10020,206,207,208) Restricted 1,756,036 1,888,222 1,899,518 1,749,721 2,035,060 2,163,046 2,070,797 2,186,733 2,177,726 2,325,914 2,262,174 2,422,828 2,425,874

NHTSA (10010) Restricted (1,563,438) (2,303,559) (1,280,644) (1,626,280) (1,705,253) (2,751,071) (2,604,810) (2,041,819) (2,056,072) (3,548,509) (3,317,682) (281,679) (1,515,101)

FTA (10030) Restricted (1,040,069) (2,159,016) (2,251,250) (2,721,977) (1,224,211) (980,969) (629,696) (1,504,970) (1,556,922) (995,134) (705,103) (2,169,250) (2,753,640)

INTERLOCK (82600) Restricted 2,368,371 2,648,714 2,628,465 2,595,166 2,630,502 2,531,463 2,478,496 2,445,088 2,444,968 1,907,897 1,869,488 1,869,484 1,850,496

RESTRICTED FUND TOTALS 58,625,859 57,653,480 58,044,938 56,064,818 58,514,256 57,092,263 60,085,462 61,353,280 60,553,371 61,520,911 61,788,047 65,297,389 62,464,145

TOTAL CASH BALANCES 149,147,429 163,712,224 156,118,523 116,354,507 162,760,121 233,016,988 247,989,703 223,628,577 198,558,935 184,467,054 198,745,686 186,114,787 167,122,426

63

(Less) "Projected"

(Less) Encumbrance (Less) Unbudgeted

Fund Balances Re-Budgeted in Rollover-Non-Federal FY19 Fund Balances

NMDOT-FUNDS 6/30/2018 Begin FY19 Budget FY18/19 Budget BARS & OPRS 1/1/2019

Unrestricted:

ROAD FUND (20100)+ INVENTORY (10040) 261,035,189 (17,281,700) (122,162,556) (91,530,181) 30,060,752

Restricted Funds:

NHTSA (10010) (1,858,590) 0 0 0 (1,858,590)

DRIVER IMPROVEMENT (10020) 155,388 0 (120,605) 0 34,783

FTA (10030) (1,225,843) 0 0 0 (1,225,843)HIF (20200) 2,897,400 0 0 0 2,897,400

LOCAL GOVT (20300) 25,187,065 0 (15,677,770) 0 9,509,295

AVIATION (20500) 12,713,253 (5,009,700) (5,364,758) 0 2,338,795

MOTORCYCLE (20600) 12,966 0 (12,966) 0 0

DWI PREVENTION (20700) 453,948 0 (246,042) 0 207,906

STATE TRAFFIC SAFETY (20800) 1,440,342 0 (619,664) 0 820,678

DOE (43100) 0 0 0 0 0

SIB (89300) 21,121,354 0 0 0 21,121,354

INTERLOCK (82600) 2,489,257 (4,300) (122,314) (500,000) 1,862,643

Total Restricted Funds: 63,386,539 (5,014,000) (22,164,119) (500,000) 35,708,420

TOTAL OPERATING FUND BALANCES 324,421,728 (22,295,700) (144,326,675) (92,030,181) 65,769,172

FY19 FUND BALANCES AS OF JANUARY 1, 2019

64

Uncommitted Fund Reserves as of January 1, 2019

UNRESRICTED FUND BALANCES--- Fund 20100-State Road Fund = $30,060,752

(This is the operating fund of the department and used to account for substantially all of the department’s

financial activities. Created by section 67-3-65, NMSA 1978.)

RESTRICTED FUND BALANCES---- TOTAL= $35,708,420

Fund 20300-Local Government Road Fund = $9,509,295 (This fund accounts for construction and reconstruction of highways, streets and parking lots not on the state highway

system as well as maintenance, improvements, and construction of school bus routes and public school parking lots and

county roads. Created by Section 67-3-28.2 NMSA 1978.)

Fund 20800-State Traffic Safety Fund = $820,678 (This fund accounts for state matching monies received for various traffic safety programs. Created by Section 66-7-512,

NMSA 1978.)

Fund 20500-State Aviation Fund = $2,338,795 (This fund is used to account for planning, construction and maintenance of a system of airports, navigation aids, and

related facilities serving New Mexico. Created by Section 64-1-15, NMSA 1978.)

Fund 10010-Federal Traffic Safety Fund = ($1,858,590) (This funds accounts for federal grant monies received for various traffic safety programs from NHTSA.)

Fund 10020 – Driver Improvement Program Fund = $34,783 (Used account for the operation of a driver improvement program. Created by Executive Order 87-20.)

Fund 20700 – DWI Prevention and Education Fund = $207,906 (This fund is used to account for the operation of DWI prevention and education program for elementary and second

school students. Created by Section 66-5-35 NMSA 1978.)

Fund 89300 – State Infrastructure Fund = $21,121,354 (This fund is used to track funding, loans and repayments associated with the State Infrastructure Bank.)

Fund 20200 – Highway Infrastructure Fund = $2,897,400 (This fund is used to account for acquisition of right of ways, planning, design, engineering, construction or improvement

of state highway projects pursuant to provisions of Laws of 1998, Chapters 84 and 85.). This fund was created by NMSA

67-3-59.2.)

Fund 82600-Interlock Device Fund = $1,862,643 (This fund is used to account for the fees used to pay for interlock devices for indigent people. (Created by Section 66-8-

102.3 NMSA 1978.)

Fund 10030 – Federal Mass Transit Fund = ($1,225,843) (This fund is used to account for Urban Mass Transit Authority grant monies and state matching funds for mass transit

program activities.)

Fund 43100- Fund 43100 – WIPP Projects Fund = $0.00 (This fund is used to account for monies received from the U.S. Department of Energy for special designated roads

associated with WIPP.)

65

Tab 11b NMFA Monthly

Report

66

Commission Brief

SUBJECT: NMFA Report

PRESENTER: Mark Lovato, Investment Manager, NMFA

BACKGROUND:

ACTION: No Action

67

New Mexico Finance Authority report to State Transportation Commission

Agenda for January 25, 2019

1. NMDOT Combined Investment Summary ending December 31, 2018

2. NMDOT/NMFA Debt Service outlook to June15, 2019 payment as ofDecember 31, 2018

68

NMDOT BOND SERIES DEBT SERVICE - Portfolio Summary

Bond SeriesBeginning

BalanceBond Payment Set Aside Pmt Interest Ending Balance

Next Bond DS Pmt 6/15/2019

Final Maturity Call Date

2006 A Senior 180,900.65 (135,755.21) 304.66 45,450.10 10,000.00 12/15/2022 12/15/2016

2010 A1 Senior 1,621,937.79 (1,078,918.58) 2,709.02 545,728.23 613,175.00 12/15/2024 12/15/2020

2010 A2 Sub 7,125,434.62 (7,600,935.59) 11,901.15 (463,599.82) 635,625.00 12/15/2021 12/15/2020

2010 B Senior 52,895,994.02 1,437,747.77 88,854.61 54,422,596.40 89,613,750.00 6/15/2024 6/15/2020

2012 senior 5,600,078.89 (2,603,347.73) 9,358.41 3,006,089.57 8,337,425.00 6/15/2026 6/15/2022

2014 A Sub 3,366,479.19 (1,006,397.72) 5,627.44 2,365,708.91 5,513,375.00 6/15/2032 6/15/2024

2014 B1 Senior 1,532,274.01 (1,255,500.00) 2,566.46 279,340.47 1,534,500.00 6/15/2027 6/15/2024

2014 B2 Sub 1,110,150.65 (202,625.00) 1,856.53 909,382.18 1,919,875.00 6/15/2027 6/15/2024

2018 A Sub 10,109,268.70 (7,967,483.89) 16,897.88 2,158,682.69 11,767,250.00 6/15/2030 6/15/2028

TOTAL 83,542,518.52 (20,413,215.95) 140,076.16 63,269,378.73 119,944,975.00

NMDOT BOND SERIES PROJECT/OTHER FUNDS - Portfolio Summary

Bond SeriesBeginning

Balance Draws - Payments Interest Ending Balance

2006 A Arbitrage 224,285.21 387.39 224,672.60

2014 A Project 8,106,290.11 - 14,423.20 8,120,713.31

TOTAL 8,330,575.32 - 14,810.59 8,345,385.91

NMDOT BOND SERIES LINE OF CREDIT - Portfolio Summary

Line of CreditBeginning

BalanceDraws -

ContributionsCommitment

Fee Ending Balance

Wells Fargo 50,000,000.00 50,000,000.00

Payments - - (25,555.56) -

TOTAL 50,000,000.00 - (25,555.56) 50,000,000.00 Commitment Fees Paid $517,500

Used : 1-mo LIBOR + .77% Unued : .20%

INVESTMENT OF NM DEPT OF TRANSPORTATION BONDSNMDOT - BOND SERIES PORTFOLIO SUMMARIES

December 31, 2018

Agreement Terms

BNSF Line expires 6/30/2019

$-

$20

$40

$60

$80

$100

39.4 39.4

68.8 78.391.9

71.6

Mill

ions

NMDOT - Consolidated Investment PortfolioMarket Value

Debt Service, 63,269,379 ,

89%

Arbitrage Rebate,

224,673 , 0%

Project, 8,120,713 …

NMDOT - Breakdown by Fund

69

NMDOT/NMFA OUTSTANDING BOND DEBT SERVICEFor Period: 2st half Fiscal Year 2019

Bond Series

Amount

Oustanding as of

Dec 31, 2018

Final Maturity

Date

Principal Debt

Service Due

6/15/2019

Interest Debt

Service Due

6/15/2019

Total Debt

Service Due

6/15/2019

Debt Service held

as of 12/31/2018

Shortage /

Overage as of

12/31/2018

Fixed Rate

Bonds

2006 A Sr 500,000 12/15/22 10,000 10,000 45,450 35,450 2010 A-1 Sr 25,935,000 12/15/24 613,175 2010 A-2 Sub 25,665,000 12/15/21 635,625 1,248,800 82,128 (1,166,672)2010 B Sr 297,150,000 6/15/24 82,385,000 7,228,750 89,613,750 54,422,596 (35,191,154)2012 Sr 168,670,000 6/15/26 4,640,000 3,697,425 8,337,425 3,006,090 (5,331,335)2014 A Sub 66,335,000 6/15/32 3,855,000 1,658,375 5,513,375 2,365,709 (3,147,666)2014 B-1 Sr 61,380,000 6/15/27 1,534,500 1,534,500 279,340 (1,255,160)2014 B-2 Sub 16,595,000 6/15/27 1,505,000 414,875 1,919,875 909,382 (1,010,493)2018 A Sub 420,090,000 6/15/30 1,265,000 10,502,250 11,767,250 2,158,683 (9,608,567)

1,082,320,000 93,650,000 26,294,975 119,944,975 63,269,379 (56,675,596)

Senior Lien 553,635,000 87,025,000 13,083,850 99,495,675 Subordinate Lien 528,685,000 6,625,000 13,211,125 20,449,300 Total 1,082,320,000

Payments on Dec 15, 2018 9,140,000 25,774,756 34,914,756

TOTAL Annual DS 102,790,000 52,069,731 154,859,731

70

Tab 11c Request for

Approval of

Authorizing

Resolution No. 2019-

02 (JAN) Extension

of $50 Million Line

of Credit for BNSF

Requirement

71

Form No. A-1235 New 10/07/10

Commission Brief

SUBJECT: Authorizing Resolution No. 2019-02 (JAN)

Extension of $50 Million Line Credit for BNSF Requirement

PRESENTER: Marcos B. Trujillo, Project Oversight

Division Director, NMDOT

BACKGROUND:

ACTION: Respectfully Requesting Action

72

4851-4381-8534.1

STATE OF NEW MEXICO

STATE TRANSPORTATION COMMISSION

RESOLUTION NO. 2019-__ (JAN)

AUTHORIZING EXECUTION OF AMENDMENTS EXTENDING THE

EXPIRATION DATE UNTIL JUNE 30, 2022 OF A TAXABLE LINE OF

CREDIT IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED

$50,000,000 BY THE NEW MEXICO FINANCE AUTHORITY FOR THE

PURPOSE OF PROVIDING FUNDS TO FINANCE CERTAIN OBLIGATIONS

OF THE NEW MEXICO DEPARTMENT OF TRANSPORTATION (THE

“DEPARTMENT”) PURSUANT TO CERTAIN AGREEMENTS BETWEEN

THE DEPARTMENT AND THE BNSF RAILWAY COMPANY;

AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS

REQUIRED IN CONNECTION WITH SUCH AMENDMENTS TO THE

TAXABLE LINE OF CREDIT ON BEHALF OF THE COMMISSION BY THE

CHAIRMAN OF THE COMMISSION AND ON BEHALF OF THE

DEPARTMENT OF TRANSPORTATION BY THE SECRETARY OF THE

DEPARTMENT.

WHEREAS, the State Transportation Commission (the “Commission”) of the State of

New Mexico (the “State”) was created under Article V, Section 14 of the New Mexico State

Constitution; and

WHEREAS, the New Mexico Finance Authority (the “Finance Authority”) is a public

body politic and corporate constituting a governmental instrumentality, separate and apart from

the State, duly organized and created under and pursuant to the laws of the State, particularly

Section 6-21-1 et seq., NMSA 1978, as amended; and

WHEREAS, pursuant to the provisions of Chapter 3, Laws 2003, adopted during the First

Special Session of the Legislature in 2003, codified in Section 67-3-59.1, .2, .3 and .4, NMSA

1978, as amended (the “GRIP Financing Legislation”), the Commission is authorized to direct

the issuance of state transportation revenue bonds (the “State Transportation Revenue Bonds”)

by the Finance Authority from time to time, payable from Federal Revenues (as defined in the

Master Indenture referred to below) and State Revenues (also as defined in the Master Indenture

referred to below) (collectively, the “Pledged Revenues”), in order to provide funds to finance

state transportation projects as specified in Sections 27 and 28 of the GRIP Financing Legislation

(the “GRIP Transportation Projects”); and

WHEREAS, as permitted by the Public Securities Short-Term Interest Rate Act

including, without limitation, Section 6-18-6 and Section 6-18-7, NMSA 1978, as amended, the

Finance Authority may, when directed and authorized by the Commission, issue the bonds

pursuant to the GRIP Financing Legislation as short-term bonds bearing a variable rate of

interest; and

WHEREAS, the Department and BNSF Railway Company (“BNSF”) had previously

entered into various agreements concerning the sale of certain right of way and other property

73

2

interests from BNSF to the Department and the operation, maintenance and use of such property

interests by BNSF and the Department (the “BNSF-NMDOT Railrunner Agreements”); and

WHEREAS, pursuant to the BNSF-NMDOT Railrunner Agreements, the Department

was required to establish an escrow account of $50,000,000 as a refundable portion of the

purchase price with respect to liability that BNSF may incur in relation to the commencement or

operation of Commuter Service, as defined in the BNSF-NMDOT Railrunner Agreements (the

“Escrow Account”); and

WHEREAS, pursuant to the GRIP Financing Legislation, the Finance Authority, as

directed and authorized by the Commission, has previously issued its Adjustable Rate State

Transportation Revenue Bonds (Subordinate Lien), Series 2006D (Taxable) (the “Series 2006D

Bonds”) for the purpose of funding the Escrow Account;

WHEREAS, pursuant to the GRIP Financing Legislation, the Finance Authority, as

directed and authorized by the Commission, has previously issued the Series 2008D Bonds for

the purpose of refunding the Series 2006D Bonds; and

WHEREAS, pursuant to that certain Escrow Agreement among BNSF, the Department

and Bank of Albuquerque, N.A. (the “Escrow Agreement”), the Department established the

Escrow Account; and

WHEREAS, the Department and BNSF have entered into the General Amendment

Agreement dated as of March 16, 2013 (the “BNSF Amendment”), amending the BNSF-

NMDOT Railrunner Agreements to allow for the replacement of the Escrow Account with a line

of credit under conditions set forth in the BNSF Amendment (the “BNSF Taxable Line”); and

WHEREAS, in 2013, the Commission and the Department determined that it was in the

interest of the Commission and the Department to establish the BNSF Taxable Line in place of

the Escrow Account; and

WHEREAS, in 2013, the Commission authorized the Finance Authority to enter into the

BNSF Taxable Line with Wells Fargo Bank, N.A. (the “Line of Credit Provider”) in an amount

not to exceed $50,000,000; and

WHEREAS, the Department, the Finance Authority and the Line of Credit Provider

entered into the BNSF Taxable Revolving Line Of Credit Agreement, dated June 14, 2013 (the

“Original Agreement”), pursuant to which the Line of Credit Provider agreed to make funds

available for deposit pursuant to the BNSF Amendment; and

WHEREAS, under the Original Agreement, the Finance Authority could, at the direction

of the Department, draw on the BNSF Taxable Line until June 30, 2016, or such later date as was

agreed to by the parties to the BNSF Taxable Line (the “Advance Termination Date”); and

WHEREAS, the Department, the Finance Authority and the Line of Credit Provider

entered into the First Amendment to the Original Agreement, dated October 2, 2015 (the

“Amended Agreement” and together with the Original Agreement, the “Amended BNSF Line of

Credit Agreement”), pursuant to which the Line of Credit Provider agreed to allow the Finance

74

3

Authority, at the direction of the Department, to draw on the BNSF Taxable Line until June 30,

2019, or such later date as may be agreed to by the parties to the BNSF Taxable Line; and

WHEREAS, the Department, the Finance Authority and the Line of Credit Provider now

desire: (i) to extend the Advance Termination Date from June 30, 2019 to June 30, 2022; and (ii)

to make certain amendments to the Amended BNSF Line of Credit Agreement in connection

with such extension (collectively, the “Amendments”); and

WHEREAS, the Commission desires to authorize the Chairman of the Commission and

the Secretary of the Department to make certain representations and to enter into the

Amendments on behalf of, respectively, the Commission and the Department in connection with

the Original Agreement and to execute certain agreements and certificates necessary, appropriate

or convenient in connection with the execution and delivery of the Amendments.

NOW, THEREFORE, IT IS RESOLVED BY THE STATE TRANSPORTATION

COMMISSION:

Section 1. Definitions; Interpretation.

(a) Definitions. Capitalized terms defined in the foregoing Recitals shall have

the same meaning when used in this Authorizing Resolution, unless the context clearly

requires otherwise. Capitalized terms not defined in the Recitals and defined in this

Section 1 shall have the same meaning when used in this Authorizing Resolution

including the foregoing Recitals, unless the context clearly requires otherwise:

(b) Interpretation. For all purposes of this Authorizing Resolution, except as

otherwise expressly provided or unless the context otherwise requires:

(i) The singular includes the plural and the plural includes the

singular.

(ii) All accounting terms not otherwise defined have the meanings

assigned to them in accordance with generally accepted accounting principles

applicable in the United States to governmental entities such as the Finance

Authority, the Commission and the Department.

(iii) All references to sections shall refer to sections of this Authorizing

Resolution.

(iv) Words importing any gender include the other gender.

Section 2. Findings and Determinations.

(a) The Commission hereby determines that it is in the best interests of the

Commission and the Department to extend the Advance Termination Date on the

Original Agreement of the BNSF Taxable Line from June 30, 2019 to June 30, 2022.

75

4

(b) The Chairman of the Commission and the Secretary of the Department

shall make certain representations and to enter into the Amendments on behalf of,

respectively, the Commission and the Department in connection with the Original

Agreement and shall execute certain agreements and certificates necessary, appropriate

or convenient in connection with the execution and delivery of the Amendments.

(c) The Commission has considered all relevant information and data in

making its findings.

Section 3. Ratification of Prior Actions Taken by the Commission and the Finance

Authority; Inconsistent Actions Superseded.

Prior actions of the Commission, the Department and the Finance Authority consistent

with this Resolution are hereby ratified and approved. All acts, orders, resolutions, or parts

thereof, of the Commission that are inconsistent or in conflict with this Resolution are hereby

superseded to the extent only of such inconsistency or conflict.

Section 4. Effective Date.

The provisions of this Resolution shall become effective immediately upon its adoption

and approval.

[Signature page follows]

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5

ADOPTED IN OPEN MEETING BY THE STATE TRANSPORTATION

COMMISSION ON JANUARY 25, 2019.

Ronald L. Schmeits, Chairperson

______________________________

Dr. Kenneth R. White, Commissioner

______________________________

Keith Mortensen, Commissioner

______________________________

David Sepich, Commissioner

____________________________

Butch Mathews, Commissioner

______________________________

Billy Moore, Commissioner

ATTEST:______________________________________

Michael Sandoval, Cabinet Secretary Designate

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6

CERTIFICATE REGARDING THE RESOLUTION

OF THE NEW MEXICO STATE TRANSPORTATION COMMISSION

I, the undersigned,Ronald L. Schmeits, Chairperson of the New Mexico State

Transportation Commission (the “Commission”), DO HEREBY CERTIFY that: (i) the annexed

Resolution was duly adopted by the members of the Commission at a meeting thereof duly called

and held on January 25, 2019, at which meeting a quorum was present and acting throughout; (ii)

the annexed Resolution has been compared by me with the original thereof recorded in the

minute books of the Commission and is a correct transcript therefrom and of the whole of said

original; (iii) the annexed Resolution has not been altered, amended or repealed; and (iv) the

annexed Resolution is in full force and effect on the date of this Certificate.

IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of January, 2019.

Ronald L. Schmeits Chairperson

New Mexico State Transportation

Commission

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4848-2493-7604.4

NP DRAFT 1/16

SECOND AMENDMENT TO

BNSF TAXABLE REVOLVING

LINE OF CREDIT AGREEMENT

BY

AND

AMONG

NEW MEXICO DEPARTMENT OF TRANSPORTATION,

NEW MEXICO FINANCE AUTHORITY

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION

DATED: MARCH __, 2019

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4848-2493-7604.4

SECOND AMENDMENT TO BNSF TAXABLE REVOLVING LINE OF CREDIT

AGREEMENT

This SECOND AMENDMENT to BNSF TAXABLE REVOLVING LINE OF

CREDIT AGREEMENT, dated March __, 2019 (this “Amendment”), is by and among

NEW MEXICO DEPARTMENT OF TRANSPORTATION, an agency of the State of

New Mexico (including its successors and assigns, the “Department”), having its address

at 1120 Cerillos Road, Santa Fe, New Mexico 87504, NEW MEXICO FINANCE

AUTHORITY, a public body politic and corporate, separate and apart from the State of

New Mexico, constituting a governmental instrumentality (including its successors and

assigns, the “Finance Authority”), having its address at 207 Shelby Street, Santa Fe, New

Mexico 87501-2151, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a

national banking association (including its successors and assigns, the “Bank”), having its

address at 100 West Washington Street, 20th Floor, MAC S4101-204, Phoenix, AZ 85003.

Terms used herein with initial capital letters and not otherwise defined shall have the

respective meanings attributed thereto in the Agreement (as defined below).

ARTICLE I. RECITALS

WHEREAS, the Department, the Finance Authority and the Bank entered into the

BNSF Taxable Revolving Line of Credit Agreement, dated June 14, 2013 (the “Original

Agreement”), pursuant to which the Bank agreed to make funds available under the

Commitment for deposit in the Escrow Fund created pursuant to the Escrow Agreement;

and

WHEREAS, pursuant to the First Amendment to BNSF Taxable Revolving Line

of Credit Agreement, dated October 2, 2015 (the “First Amendment,” and the Original

Agreement, as amended by the First Amendment, the “Revised Agreement”), the Bank,

the Department and the Finance Authority agreed (i) to extend the Advance Termination

Date from June 30, 2016 to June 30, 2019; and (ii) made certain amendments to the

Original Agreement in connection with such extension.

WHEREAS, the Department, the Finance Authority and the Bank now desire: (i)

to extend the Advance Termination Date from June 30, 2019 to February 28, 2023; and

(ii) to make certain amendments to the Revised Agreement in connection with such

extension.

NOW, THEREFORE, in consideration of the respective agreements contained

herein and in the Agreement, and intending to be legally bound, the Department, the

Finance Authority and the Bank hereby agree as follows.

ARTICLE II. INTENTION OF PARTIES, AGREEMENT

PROVISIONS

The Department, the Finance Authority and the Bank have entered into this

Amendment pursuant to section 9.13 and section 9.21 of the Revised Agreement to,

among other matters, extend the Advance Termination Date. The terms of the Revised

Agreement, as amended by this Amendment (as so amended, the “Agreement”), shall

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govern the rights and obligations of the Department, the Finance Authority and the Bank

in connection with the transactions contemplated by the Agreement.

ARTICLE III. AMENDMENT

The Revised Agreement is hereby amended as follows:

(a) The Table of Contents is hereby amended by adding “EXHIBIT F – Form

of Term Out Request” after “EXHIBIT E – Form of Notice of Termination or Reduction”.

(b) Section 1.1 of the Revised Agreement is hereby amended by deleting “June

30, 2019” in the definition of “Advance Termination Date” and replacing it with February

28, 2023;

(c) Section 1.1 of the Revised Agreement is hereby amended by deleting

“LIBOR Index” and replacing it with the following:

“ ‘LIBOR Index’ means, for any LIBOR Index Reset Date, the rate of

interest per annum determined by the Bank based on the rate for United

States dollars of amounts equal to or comparable to the [Advance], offered

for a term of one month, which rate appears on the display designated as

Reuters Screen LIBOR01 Page (or any successor page), determined as of

approximately 11:00 a.m., London time, for effect on the immediately

succeeding LIBOR Index Reset Date (or if such rate is not available,

another rate determined by the Bank in its discretion after giving

consideration to then prevailing market convention for determining an

index rate substitution of LIBOR for new loans originated by commercial

banks in the United States). Notwithstanding anything herein to the

contrary, during any period of time while the LIBOR Index, determined as

provided above, would be less than zero percent (0.0%), the LIBOR Index

shall be deemed to be zero percent (0.0%).”

(d) There is hereby added to Section 1.1 of the Revised Agreement each of the

following definitions, each of which is to be situated alphabetically:

“Patriot Act” means the Uniting and Strengthening America by Providing

Appropriate Tools Required to Intercept and Obstruct Terrorism Act of

2001, Title III of Pub. L. 107 56 (signed into law October 26, 2001), as

amended.

“ ‘Second Amendment’ means that certain Second Amendment to the

BNSF Taxable Revolving Line of Credit Agreement, dated January

__, 2019, by and among the Department, the Finance Authority and

the Bank.”

“ ‘Second Amendment Effective Date’ means March __, 2019.”

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(e) Section 2.3(c) of the Revised Agreement is hereby amended by replacing

the language currently set forth therein with the following:

“If, on an Advance Maturity Date, (i) no Event of Default hereunder has occurred

and is continuing, and (ii) the representations and warranties of the Finance

Authority and the Department set forth in Article III hereof are true and correct in

all material respects, then the Authority may request in writing (in the form

attached as Exhibit F to this Agreement) a Term Out no later than 30 days

following the date of the related Advance. Upon such written request, and so long

as no potential default or Event of Default shall have occurred and be continuing

and all representations and warranties are true and correct on the date that is 30

days after the date of the related Advance, during which Term Out, said Advance

will (A) bear interest at the Term Out Rate, payable on the first Business Day of

each month and on the Term Out End Date (and on demand following an Event of

Default hereunder) and (B) be payable in substantially equal [monthly] [quarterly]

installments on the first Business Day of each month, [commencing with the first

Business Day of the month immediately succeeding the first day of the Term Out

Period], the amount of each such installment to be determined by dividing (y) the

principal amount of said Advance outstanding on the first day of the Term Out

Period by (z) the number of months available during the Term Out Period and

applicable to said Advance (each such installment of principal to be rounded up to

the next highest $100,000), with the final installment of principal being payable no

later than the related Term Out End Date. If and to the extent that, on first day of

the Term Out Period, either one of the conditions precedent to a Term Out set forth

in sub-clauses (i) and (ii) of this Section 2.3(c) is not satisfied, the principal and

unpaid interest due on said Advance, as well as all other Obligations of the Finance

Authority and the Department hereunder and under the Note, will become due and

payable on demand; provided further that such Advances shall be due and payable

in full on the earliest of the date on which (i) a substitute liquidity facility replaces

this Agreement; or (ii) the Commitment amount is reduced to zero or such

amounts are otherwise declared due and payable pursuant to the terms of this

Agreement.”

(f) Section 3.1 of the Revised Agreement is hereby amended by adding the

following section “(s)” after the section “(r)” set forth therein:

“(s)(i) The Finance Authority is not in violation of any laws relating

to terrorism or money laundering (“Anti Terrorism Laws”),

including Executive Order No. 13224 on Terrorist Financing,

effective September 24, 2001 (the “Executive Order”), and

the Patriot Act;

(ii) The Finance Authority is not any of the following:

(1) a Person that is listed in the annex to, or is otherwise subject to

the provisions of, the Executive Order;

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(2) a Person owned or controlled by, or acting for or on behalf of,

any Person that is listed in the annex to, or is otherwise subject

to the provisions of, the Executive Order;

(3) a Person with which the Bank is prohibited from dealing or

otherwise engaging in any transaction by any Anti-Terrorism

Law;

(4) a Person that commits, threatens or conspires to commit or

supports “terrorism” as defined in the Executive Order; or

(5) a Person that is named as a “specially designated national and

blocked person” on the most current list published by the Office of

Foreign Asset Control (“OFAC”) or any list of Persons issued by

OFAC pursuant to the Executive Order at its official website or any

replacement website or other replacement official publication of

such list;

(iii) The Finance Authority does not (1) conduct any business or engage

in making or receiving any contribution of funds, goods or services

to or for the benefit of any Person described in subsection (ii)

above, (2) deal in, or otherwise engage in any transaction blocked

pursuant to the Executive Order or (3) engage in or conspire to

engage in any transaction that evades or avoids, or has the purpose

of evading or avoiding, or attempts to violate, any of the

prohibitions set forth in any Anti-Terrorism Law.”

(g) Section 3.2 of the Revised Agreement is hereby amended by adding the

following section “(r)” after the section “(q)” set forth therein:

“(r)(i) The Department is not in violation of any Anti Terrorism

Laws, including the Executive Order and the Patriot Act;

(ii) The Department is not any of the following:

(4) a Person that is listed in the annex to, or is otherwise subject to

the provisions of, the Executive Order;

(5) a Person owned or controlled by, or acting for or on behalf of,

any Person that is listed in the annex to, or is otherwise subject

to the provisions of, the Executive Order;

(6) a Person with which the Bank is prohibited from dealing or

otherwise engaging in any transaction by any Anti-Terrorism

Law;

(4) a Person that commits, threatens or conspires to commit or

supports “terrorism” as defined in the Executive Order; or

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(5) a Person that is named as a “specially designated national and

blocked person” on the most current list published by OFAC or any

list of Persons issued by OFAC pursuant to the Executive Order at

its official website or any replacement website or other replacement

official publication of such list;

(iii) The Department does not (1) conduct any business or engage in

making or receiving any contribution of funds, goods or services to

or for the benefit of any Person described in subsection (ii) above,

(2) deal in, or otherwise engage in any transaction blocked pursuant

to the Executive Order or (3) engage in or conspire to engage in any

transaction that evades or avoids, or has the purpose of evading or

avoiding, or attempts to violate, any of the prohibitions set forth in

any Anti-Terrorism Law.”

(h) Section 7.1 of the Revised Agreement is hereby amended by adding the

following sections (n) and (o) at the end thereof:

“(n) Debt Moratorium. The Finance Authority or the

Department shall declare a debt moratorium or any Governmental

Authority having appropriate jurisdiction over the Finance Authority or the

Department shall make a finding or ruling or shall enact or adopt

legislation or issue an executive order or enter a judgment or decree which

results in a debt moratorium.

(o) Judgement Default. One or more final unappealable

judgments or orders, issued or rendered by a court of competent

jurisdiction, for the payment of money, and not covered by insurance, the

operation or result of which, individually or in the aggregate, equal or

exceed $15,000,000 shall be issued or rendered against the Finance

Authority or the Department, and such judgment or order shall continue

unsatisfied, unbonded, undismissed or unstayed for a period of sixty (60)

days.”

(i) The Revised Agreement is hereby amended by adding “Exhibit F” attached

to this Amendment after “EXHIBIT E – Form of Notice of Termination or Reduction”.

******************************

Unless otherwise specifically set forth herein, references hereinafter to the

Agreement shall be deemed to be references to the Revised Agreement as amended

hereby.

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ARTICLE IV. CONDITIONS TO DELIVERY OF THIS

AMENDMENT

The amendments to the Revised Agreement provided for in Article III hereof shall

become effective on the Second Amendment Effective Date; provided that each of the

following conditions shall be fulfilled to the satisfaction of the Bank:

(a) Documentation. The Bank shall have received:

(i) Executed counterparts of this Amendment, signed by the

Department and the Finance Authority;

(ii) Copies of the resolutions of the Commission and the Finance

Authority authorizing the execution and delivery of, and

performance of its respective obligations under, this Amendment,

each certified as being in full force and effect as of the Second

Amendment Effective Date; and

(iii) All other legal matters pertaining to the execution and delivery of

this Amendment shall be satisfactory to the Bank and the execution

and delivery hereof by the Bank shall constitute conclusive

evidence that all such legal matters have been completed to the

satisfaction of the Bank.

(b) Representations and Warranties True.

(i) The representations and warranties of the Department and the

Finance Authority contained in Article III of the Revised Agreement and in this

Amendment shall be true and correct with the same effect as though made on and

as of the Second Amendment Effective Date, except to the extent a representation

or warranty relates specifically to an earlier date (in which case, such

representation and warranty shall be true and correct as of such date).

(ii) In addition to the foregoing representations, the Department and the

Finance Authority hereby represent and warrant as follows:

(A) The execution, delivery and performance by the Department

and the Finance Authority of this Amendment are within their powers, have

been duly authorized by all necessary actions and do not contravene any

law or any contractual restriction binding on or affecting the Department

and the Finance Authority;

(B) No further authorization, approval or other action by, and no

notice to or filing with, any Governmental Authority or regulatory body is

required for the due execution, delivery and performance by the

Department and the Finance Authority of this Amendment;

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4848-2493-7604.4

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(C) The Department and the Finance Authority have provided,

or will cause to have provided, written notice of this Amendment to the

Commission, the Escrow Agent and BNSF; and

(D) This Amendment constitutes the legal, valid and binding

obligation of the Department and the Finance Authority and each such

document is enforceable against the Department and the Finance Authority

in accordance with its terms.

(c) Performance and Compliance. On or before the Second Amendment

Effective Date, the Department and the Finance Authority shall have performed and

complied with all agreements and conditions in the Agreement and the other Line of

Credit Documents which are required to be performed or complied with by the

Department and the Finance Authority on or prior to the Second Amendment Effective

Date.

(d) Absence of Certain Events. (i) There shall not have occurred any material

adverse change in the affairs, condition and/or operations, financial or otherwise, of the

Department and the Finance Authority since the date of the most recent financial

information provided to the Bank pursuant to Section 4.2 of the Agreement; on or prior to

the Second Amendment Effective Date, no change shall have occurred in any law, rule or

regulation or in any interpretation thereof that, in the opinion of the Bank, would make it

illegal for the Bank to execute and deliver this Amendment; and (ii) no event has occurred

which constitutes an Event of Default under the Agreement.

(e) Fees. The Department or the Finance Authority shall have paid, in

immediately available funds, on or before the Second Amendment Effective Date, the fees

of Nixon Peabody LLP as bank counsel to the Bank in the amount of $_____.

(f) Other Approvals. The Bank shall have received such other approvals,

opinions, certificates, instruments and documents as it may reasonably request.

V. MISCELLANEOUS

(a) The parties hereto acknowledge and confirm that, from and after the

Second Amendment Effective Date, any reference in the Agreement or in the other Line of

Credit Documents to the “Agreement” shall mean and refer to the Agreement as amended

hereby.

(b) Except as provided herein, the Agreement shall remain in full force and

effect and unaffected hereby except, as set forth herein, from and after the Second

Amendment Effective Date.

(c) This Amendment and the Revised Agreement, as amended hereby, shall be

subject to section 9.7 of the Agreement. In case any one or more of the provisions

contained herein should be invalid, illegal or unenforceable in any respect, the validity,

legality and enforceability of the remaining provisions contained herein shall not in any

way be affected or impaired hereby.

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(d) This Amendment may be executed in one or more counterparts, each of

which taken together shall constitute one original and all of which shall constitute one and

the same instrument.

[Remainder of page intentionally left blank; signature pages to follow.]

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4848-2493-7604.4

S-1

IN WITNESS WHEREOF, the parties have duly executed this Amendment under seal

(if required) as of the day and year first above written.


By:

Name:

Title:

Attest:

By:

Name:

Title:

[SEAL]

Approved for execution by Officers of the

New Mexico Finance Authority:

GILMORE & BELL, P.C., as Bond Counsel to the

New Mexico Finance Authority

By:

Name:

NEW MEXICO DEPARTMENT OF

TRANSPORTATION

By:

Name:

Title:

WELLS FARGO BANK, NATIONAL

ASSOCIATION

By:

Name:

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4848-2493-7604.4

F-1

EXHIBIT F

FORM OF

REQUEST FOR TERM OUT

[DATE]

Dan Warren

100 W. Washington St., Floor 20

MAC: S4101-204

Phoenix, AZ 85003

Ph: 602-378-2175

Fax: 866-968-4744

[email protected]

Ladies and Gentlemen:

Reference is hereby made to that certain BNSF Taxable Revolving Line of Credit

Agreement, dated June 14, 2013 as amended by the First Amendment to BNSF Taxable

Revolving Line of Credit Agreement, dated October 2, 2015 and the Second Amendment to

BNSF Taxable Revolving Line Of Credit Agreement, dated March __, 2019 (collectively, the

“Agreement”), New Mexico Department of Transportation, an agency of the State of New

Mexico (including its successors and assigns, the “Department”), having its address at 1120

Cerillos Road, Santa Fe, New Mexico 87504, New Mexico Finance Authority, a public body

politic and corporate, separate and apart from the State of New Mexico, constituting a

governmental instrumentality (including its successors and assigns, the “Finance Authority”),

and Wells Fargo Bank, National Association (the “Bank”). All capitalized terms contained

herein which are not specifically defined shall have the meanings assigned to such terms in the

Agreement.

The Finance Authority hereby requests, pursuant to Section 2.3(c) of the Agreement, that

the Advance made on [DATE] be payable as provided in Section 2.3(c) with interest as provided

in Section ____.

In connection with such request, the Finance Authority hereby represents and warrants

that:

(a) no default or Event of Default has occurred and is continuing under the

Agreement; and

(b) all representations and warranties of the Finance Authority in the

Agreement are true and correct and are deemed to be made on the date hereof.

We have enclosed along with this request the following information:

1. The date and amount of the Advance;

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4848-2493-7604.4

F-2

2. The nature of any and all defaults and Events of Default; and

3. Any other pertinent information previously requested by the Bank.

Very truly yours,


By Name Title

90

Tab 12a Annual

Determination of

Notice Provisions for

Open and Closed

State Transportation

Commission

Meetings

91

Form No. A-1235 New 10/07/10

Commission Brief

SUBJECT: Annual determination of notice provisions for open and closed State

Transportation Commission meetings pursuant to NMSA 1978, Section 10-15-1(D) of the

Open Meetings Act.

PRESENTER: Ken Baca, Chief Deputy General Counsel, NMDOT

BACKGROUND: NMSA 1978, § 10-15-1(D) provides as follows:

"Any meetings at which the discussion or adoption of any proposed resolution, rule,

regulation or formal action occurs and at which a majority or quorum of the body is in

attendance, and any closed meetings, shall be held only after reasonable notice to the

public. The affected body shall determine at least annually in a public meeting what notice

for a public meeting is reasonable when applied to that body. That notice shall include

broadcast stations licensed by the federal communications commission and newspapers of

general circulation that have provided a written request for such notice."

The Commission has previously adopted CP 1, New Mexico State Transportation

Commission Organization and Meetings, which sets forth guidelines regarding the

organization and meetings, both open and closed, of the Commission. Accordingly, it is

appropriate for the Commission to reaffirm the specific notice provisions for public

meetings required by Section 10-15-1(D), NMSA 1978.

Section E of the current Commission Policy 1 provides:

1. Notice of date, time, place, and proposed agenda availability for regular monthly

meetings shall be given ten days in advance of the meeting date by placing a notice

in at least one newspaper of statewide general circulation and, if publishing

deadlines permit following the Chair’s approval of the agenda, in at least one

newspaper of general circulation within the meeting’s geographical location.

Concurrently, notice shall be mailed to those broadcast stations licensed by the

Federal Communications Commission and newspapers of general circulation, which

have made a written request for such notice.

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Form No. A-1235 New 10/07/10

2. Notice of date, time, place, and agenda availability for special meetings shall be

given three days in advance of the meeting date by placing a notice in at least one

newspaper of statewide general circulation and in at least one newspaper of general

circulation within the meeting’s geographical location. Concurrently, telephonic

notice shall be made to those broadcast stations licensed by the Federal

Communications Commission and newspapers of general circulation, which have

made a written request for such notice.

3. Notice of date, time, place, and agenda availability for emergency meetings shall be

given as far in advance as practicable before the meeting date and time.

4. Notices shall state that reasonable accommodations will be made for disabled

individuals wishing to attend open meetings in accordance with the “Americans

with Disabilities Act”.

ACTION: Staff requests that the Commission take action to set notice provisions

for open and closed State Transportation Commission meetings pursuant to Section 10-

15-1(D), NMSA 1978.

January 25, 2018

93