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RESOLUTION NO. 2014-52 RESCINDING RESOLUTION 2011-70 AND AUTHORIZING AN EAST END LIGHT RAIL OVERPASS DESIGN AT HARRISBURG, WITH VEHICLE AND PEDESTRIAN WALKWAYS AT-GRADE AND OVER, WITH A LIMITED NOTICE TO PROCEED FOR SUCH A DESIGN WHEREAS, by Resolution 2011-70, the Board of Directors approved and amended plans for the East End METRORail Expansion which resulted in the redesign of the alignment crossing at Hughes Street as a grade separated underpass for both rail and vehicular traffic; and WHEREAS, after further environmental studies, and community input, a reconsideration of that decision is necessary to account for the additional environmental impacts, including those affecting the health and safety of the community in Houston's East End; and WHEREAS, after careful consideration of the environmental conditions in the area where the underpass will be constructed, the Board of Directors is of the opinion that Resolution 2011-70 should be rescinded and the METRORail East End line should be redesigned to allow for construction of light rail tracks and vehicular lanes of traffic and pedestrian walkways, both over and at-grade; and WHEREAS, in order to move forward with completion of the East End Rail Line, a limited notice to proceed of $500,000 will be issued to continue design of such an overpass; and WHEREAS, the City of Houston will contribute $10,000,000 for the Harrisburg overpass project; and Page 1 of2

WHEREAS, METRO will work with the City of Houston to secure funding for the overpass, and appropriate agreements to also have traffic lanes over and traffic lanes at grade by June 30, 2014; and WHEREAS, if an agreement is not entered into between METRO and the City of Houston and funding is not provided by the City of Houston for the project by June 30, 2014, then METRO will design and construct an overpass with light rail only. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: The Board of Directors rescinds its approval of Resolution 2011-70, for an underpass and resolves to construct a light rail overpass with traffic lanes and pedestrian walkways, both over and at-grade, and authorizes a limited notice to proceed of $500,000 to move forward with this design. Section 2. If an appropriate agreement is not entered into by METRO and the City of Houston for the design of an overpass with traffic lanes and pedestrian walkways, both over and at- grade, and the City of Houston's contribution of $10,000,000 is not secured by June 30 1 h, then METRO will design and construct an overpass with light rail only. Page 2 of2

RESOLUTION NO. 2014-53 AUTHORIZING THE PRESIDENT & CEO TO DIRECT GRANT ACTIONS AS NECESSARY FOR SECTION 5307 URBANIZED AREA FORMULA, 5339 BUS AND BUS FACILITES AND 5337 STATE OF GOOD REPAIR GRANT PROGRAMS OF PROJECTS TO METRO, HARRIS AND FORT BEND COUNTIES. BOARD APPROVAL OF THESE ASSIGNMENTS IS REQUIRED BY FTA REGULATIONS; AND MAKING FINDINGS AND PROVISIONS RELATED TO THE SUBJECT WHEREAS, grant rules require that as a designated recipient for Section 5307 Urbanized Area Formula, 5339 Bus and Bus Facilities and 5337 State of Good Repair Formula grant funds for the Houston Urbanized Area, METRO's Board of Directors must approve the designated use of funds; and WHEREAS, METRO, has designated projects for Section 5307, Section 5337 and Section 5339 grant funds and Fort Bend County has designated projects for Section 5307 grant funds, and Harris County has designated projects for Section 5307 grant funds as reflected on attachments 1-4. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: The Board of Directors hereby authorizes the President & CEO to take such grant administrative actions as necessary for the distribution Section 5307 Urbanized Area Formula, 5339 Bus and Bus Facilities and 5337 State of Good Repair Grant Programs of Projects to METRO, Harris and Fort Bend Counties, for those designated projects on attachments 1-4. PASSED this 22nd day of May, 2014 APPROVED this 22nd day of May, 2014 Gilbert Andrew Garcia, CFA Chairman

RESOLUTION NO. 2014-54 AUTHORIZING THE PRESIDENT & CEO TO NEGOTIATE AND EXECUTE A CONTRACT WITH KPMG, LLP TO PROVIDE INDEPENDENT FINANCIAL AUDITING SERVICES; AND MAKING FINDINGS AND PROVISIONS RELATED TO THE SUBJECT WHEREAS, METRO is in need of independent financial auditing services to respond to its various accounting and financial reporting requirements established by state and federal law; and WHEREAS, a request for qualifications was issued for these services; and WHEREAS, KPMG, LLP was found to be the most qualified to provide the independent financial auditing services; and WHEREAS, METRO staff recommends that the President & CEO be authorized to negotiate and execute a contract for independent financial auditing services for an amount not- to-exceed $1,700,000. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: The Board of Directors hereby authorizes the President & CEO to negotiate and execute a contract with KPMG, LLP for independent financial auditing services for an amount not-to-exceed $1,700,000. PASSED this 22nd day of May, 2014 APPROVED this 22nd day of May, 2014 Gilbert Andrew Garcia, CFA Chairman

RESOLUTION NO. 2014-55 AUTHORIZING THE PRESIDENT & CEO TO MODIFY THE DESIGN-BUILD CONTRACT WITH HOUSTON RAPID TRANSIT JOINT VENTURE TO ALLOW FOR CHANGES IN THE DESIGN AND CONSTRUCTION FOR THE RELOCATION OF THE CONTROLLER FOUNDATIONS AND UNDERGROUND CONDUIT IN THE AREA OF A PROPOSED HOUSTON FIRST CORPORATION PARKING GARAGE NORTH OF THE GEORGE R. BROWN CONVENTION CENTER; AND MAKING FINDINGS AND PROVISIONS RELATED TO THE SUBJECT WHEREAS, METRO has a contract with Houston Rapid Transit Joint Venture for the construction of METRORail Expansion; and WHEREAS, Houston First Corporation has requested and will pay for certain changes to the construction of the Southeast Light Rail along the area of the future George R. Brown Convention Center parking garage; and WHEREAS, METRO staff recommends a modification to the Houston Rapid Transit contract for the requested changes in amount not-to-exceed $51,800. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: The Board of Directors hereby authorizes the President & CEO to modify the Design-Build contract with Houston Rapid Transit Joint Venture for the design and construction for the relocation of the controller foundations and underground conduit in the area of a proposed Houston First Corporation parking garage north of the George R. Brown (GRB) Convention Center for an amount not-to-exceed $51,800.

RESOLUTION NO. 2014-56 AUTHORIZING THE PRESIDENT & CEO TO MODIFY THE CONTRACT WITH MOTIVA ENTERPRISES, LLC FOR THE PURCHASE OF DIESEL FUEL; AND MAKING FINDINGS AND PROVISIONS RELATED TO THE SUBJECT WHEREAS, METRO has a contract with Motiva Enterprises, LLC for the purchase of diesel fuel; and WHEREAS, METRO is in need of additional diesel fuel to serve its fleet of revenue vehicles; and WHEREAS, METRO staff recommends a contract modification with Motiva Enterprises, LLC for the purchase of diesel fuel, extending the contract for one year and adding $23,093, 214 to the contract amount. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: The Board of Directors hereby authorizes the President & CEO to modify the contract with Motiva Enterprises, LLC for the purchase of diesel fuel, extending the contract for one year and adding $23,093,214 to the contract amount. PASSED this 22nd day of May, 2014 APPROVED this 22nd day of May, 2014 Gilbert Andrew Garcia, CFA Chairman

RESOLUTION NO. 2014-57 AUTHORIZING THE PRESIDENT & CEO TO EXECUTE TWO LOCAL PROJECT ADVANCE FUNDING AGREEMENTS WITH THE TEXAS DEPARTMENT OF TRANSPORTATION FOR CONTINUED GRANT FUNDING OF METRO STAR REGIONAL VANPOOL PROGRAM; AND MAKING FINDINGS AND PROVISIONS RELATED TO THE SUBJECT WHEREAS, the Federal Highway Administration Grants for the METRO Star Regional Vanpool Program are administered by the Texas Department of Transportation through an agreement between METRO and the Texas Department of Transportation; and WHEREAS, allocation of the grant funds for the METRO Star Regional Vanpool Program has been approved the by the Houston-Galveston Area Council's Transportation Policy Council; and WHEREAS, METRO's President & CEO must enter into the local project advance funding grant agreements with the Texas Department of Transportation to provide continued funding for the METRO Star Regional Vanpool Program. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: The Board of Directors hereby authorizes the President & CEO to execute two Local Project Advance Funding Agreements with the Texas Department of Transportation for a Congestion Mitigation Air Quality (CMAQ) Grant for $2,500,000 and a Surface Transportation Program (STP) Grant in the amount of $3,750,000 for the METRO Star Regional Vanpool Program.

RESOLUTION NO. 2014-58 AUTHORIZING THE PRESIDENT & CEO TO EXECUTE AND DELIVER A CONTRACT MODIFICATION TO GREATER HOUSTON TRANSPORTATION COMPANY EXTENDING THE CONTRACT UP TO NINE (9) MONTHS AND PROVIDING ADDITIONAL FUNDING FOR METROLIFT WHEELCHAIR ACCESSIBLE VEHICLE TRANSPORTATION SERVICES; AND MAKING FINDINGS AND PROVISIONS RELATED TO THE SUBJECT WHEREAS, METRO has a contract with Greater Houston Transportation Company to provide METROLift support vehicles and services; and WHEREAS, METRO is in need of additional services from Greater Houston Transportation Company to provide METROLift support vehicles and services; and WHEREAS, METRO staff recommends a nine (9) month contract extension with Greater Houston Transportation Company to continue to provide METROLift support vehicles and services by adding additional funding to the contract in an amount not-to-exceed $25,961,808. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: The Board of Directors hereby authorizes the President & CEO to execute and deliver a contract modification to Greater Houston Transportation Company to provide METROLift support vehicles and services, extending the period of performance by nine (9) months and adding funding to the contract in an amount not-to-exceed $25,961,808. Section 2.This Resolution is effective immediately upon passage.

RESOLUTION NO. 2014-59 AUTHORIZING THE PRESIDENT & CEO TO EXECUTE AND DELIVER A CONTRACT TO THE NATURAL GAS PROVIDER WITH THE LOWEST ACCEPTABLE BEST-AND FINAL OFFER; AND MAKING FINDINGS AND PROVISIONS RELATED TO THE SUBJECT WHEREAS, METRO is in need of a natural gas provider to provide natural gas for its various facilities; and and WHEREAS, METRO issued a request for proposals for natural gas providers; WHEREAS, METRO staff recommends that a best-and-final offer be obtained from the natural gas providers and that a fixed price contract be entered into with the provider that provides the lowest best-and-final offer. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: The Board of Directors hereby authorizes the President & CEO to execute and deliver a fixed price contract to the natural gas provider that provides the lowest best-and-final offer to provide natural gas for METRO's facilities. PASSED this 22nd day of May, 2014 APPROVED this 22nd day of May, 2014

RESOLUTION NO. 2014-60 AUTHORIZING THE PRESIDENT & CEO TO EXECUTE AND DELIVER A CONTRACT TO CHASTANG FORD, CREATIVE BUS SALES, SILSBEE FORD AND HOLIDAY CHEVROLET FOR THE PURCHASE OF 28 SUPPORT VEHICLES; AND MAKING FINDINGS AND PROVISIONS RELATED TO THE SUBJECT WHEREAS, METRO is in need of non-revenue support vehicles; and WHEREAS, METRO is purchasing the non-revenue support vehicles through the Houston-Galveston Area Council; and WHEREAS, METRO staff recommends contracts for the purchase of nonrevenue support vehicles with Chastang Ford for $179,280; Creative Bus Sales for $78,804; Silsbee Ford $457,700; and Holiday Chevrolet for $306,616. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: The Board of Directors hereby authorizes the President & CEO to execute and deliver contracts for the purchase of 28 non-revenue support vehicles to Chastang Ford ($179,280), Creative Bus Sales ($78,804), Silsbee Ford ($457,700) and Holiday Chevrolet ($306,616). PASSED this 22nd day of May, 2014 APPROVED this 22nd day of May, 2014 Gilbert Andrew Garcia, CFA Chairman

RESOLUTION NO. 2014-61 AUTHORIZING THE PRESIDENT & CEO TO EXECUTE AND DELIVER A CONTRACT TO DALLAS/FORT WORTH HONDA FOR THE PURCHASE OF EIGHT POLICE MOTORCYCLES; AND MAKING FINDINGS AND PROVISIONS RELATED TO THE SUBJECT and WHEREAS, an invitation for bid was issued for the purchase of police motorcycles; and WHEREAS, METRO Police Department is in need of replacement motorcycles; WHEREAS, Dallas/Fort Worth Honda was found to be the most responsive and responsible bidder; and WHEREAS, METRO staff recommends a contract for the purchase of police motorcycles for an amount not-to-exceed $201,856. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: The Board of Directors hereby authorizes the President & CEO to execute and deliver a contract to Dallas/Fort Worth Honda for an amount not-to-exceed $201,856 for the purchase of police motorcycles.

RESOLUTION NO. 2014-62 AUTHORIZING THE PRESIDENT & CEO TO NEGOTIATE AND EXECUTE A CONTRACT WITH CONCENTRA MEDICAL SERVICES TO PERFORM DEPARTMENT OF TRANSPORTATION AND FEDERAL TRANSIT ADMINISTRATION RECERTIFICATION PHYSICALS; AND MAKING FINDINGS AND PROVISIONS RELATED TO THE SUBJECT WHEREAS, METRO is in need of medical services to perform necessary medical recertification physicals for its drivers as required by the Department of Transportation and the Federal Transit Administration; and WHEREAS, a request for qualifications for medical recertification physicals was issued; and WHEREAS, Concentra Medical Services was found to be the most technically qualified to provide these services; and WHEREAS, METRO staff recommends a contract to provide medical services to perform recertification physicals with Concentra Medical Services for an amount not-to-exceed $180,000. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: The Board of Directors hereby authorizes the President & CEO to negotiate, execute and deliver a contract to provide medical services to perform recertification physicals to Concentra Medical Services for an amount not-to-exceed $180,000. As~~ PASSED this 22nct day of May, 2014 APPROVED this 22nct day of May, 2014 ~u/4- Gilbert Andrew Garcia, CFA Chairman