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RESOLUTION NO. 2010-58 DELIVER A CONTRACT MODIFICATION WITH COMCAST TO EXTEND THE CONTRACT PERIOD OF PERFORMANCE FOR SIX MONTHS AND ADDING ADDITIONAL FUNDS TO THE CONTRACT IN AN AMOUNT NOT TO EXCEED $125,000; AND MAKING FINDINGS AND PROVISIONS RELATIVE TO THE SUBJECT. WHEREAS, METRO has a contract with Corncast for network connectivity for the METRONet security surveillance system; and WHEREAS, METRO is transitioning its system to a new vendor; and WHEREAS, in order to provide continued security surveillance during the transition to a single source provider, it is necessary to extend the contract period of performance and add funding to the existing contract with Comcast. The Board of Directors hereby authorizes the President & CEO to execute and deliver a contract modification with Comeast for network connectivity to extend the period of performance and add additional funds to the contract for an amount not to exceed $125,000,000. PASSED this 19 th day of August, 2010 APPROVED this 19 th day of August, 2010 Hilda M. Montema or Assistant Secreta Gilbert A. Garcia

RESOLUTION NO. 2010-59 DELIVER A CONTRACT WITH JOHNSON CONTROLS, INC. FOR PREVENTIVE MAINTENANCE AND ROUTINE REPAIR FOR METRO'S SECURITY SURVEILLANCE SYSTEMS FOR AN AMOUNT NOT TO EXCEED $2,672,238.63; AND MAKING FINDINGS AND PROVISIONS RELATIVE TO THE SUBJECT. WHEREAS, METRO has a need for preventative maintenance and routine repair of its security surveillance systems used at the Park & Ride lots and other facilities; and WHEREAS, METRO issued a request for proposals for preventive maintenance and repair services; and WHEREAS. Johnson Controls Inc. has been determined most qualified to provide the necessary services; The Board of Directors hereby authorizes the President & CEO to execute and deliver a contract with Johnson Controls, Inc. for preventive maintenance and routine repair services for METRO's security surveillance system for an amount not to exceed $2, 672, 238, 63. Sectio~\;2. )~ ;,~;;t~}s Board Resolution is effective immediately upon passage.... \. \,..i L..,fIj /:-'" /~~~/>.:.", ~i\ PASSED this 19 th day of August, 2010 ~:?if ~'J.\~~ ATTEST~F~~~.Ml:'>lln-.. APPROVED this 19 th day of August, 2010 ""'""...-:':.~~ ~ vt ':,ir \.f ~\1 t.;:;;"'-o-a~",$- '!J. -"(ill n ~\~\,\' _ '3l- ' Hilda M. Montema r Gilbert A. Garcia Assistant Secretary

RESOLUTION NO. 2010-60 DELIVER A CONTRACT WITH PUMPELLY OIL COMPANY, LLC TO SUPPLY AND DELIVER 87 OCTANE REFORMULATED GASOLINE DURING FISCAL YEAR 2011 FOR AN AMOUNT NOT TO EXCEED $809,000; AND MAKING FINDINGS AND PROVISIONS RELATIVE TO THE SUBJECT. WHEREAS, METRO requires gasoline to fuel METRO's non-revenue support vehicles during fiscal year 2011; and WHEREAS, METRO issued an invitation for bids; and WHEREAS, Pumpelly Oil Company, LLC submitted the lowest responsive and responsible bid. The Board of Directors hereby authorizes the President & CEO to execute and deliver a contract with Pumpelly Oil Company, LLC for supply and delivery of gasoline for fiscal year 2011, for an amount not to exceed $809,000. Section 2~ ",\n:trih.is Board Resolution is effective immediately upon passage. -". r'ail" 'J~I..~ ~?'O\:~,,~...,f"l h ~';" /~;»_~" "..~~ PASSED this 19 th day of August, 2010 1!E'( \}~ APPROVED this 19 th day of August, 2010 ATTEST: ]~, E 4&14- ", I 111'\11\'\', \\.~~,_-#.l "'""r.~ no,~,it'''' J Hilda M. Montema or Assistant Secretary Gilbert A. Garcia

RESOLUTION NO. 2010-61 DELIVER A CONTRACT WITH ADA RESOURCES, INC. TO PROVIDE DIESEL FUEL TRANSPORT SERVICES DURING FISCAL YEAR 2011 FOR AN AMOUNT NOT TO EXCEED $496,300; AND MAKING FINDINGS AND PROVISIONS RELATIVE TO THE SUBJECT. and WHEREAS, METRO issued an invitation for bid for diesel fuel transport services; WHEREAS, ADA Resources, Inc. is the lowest responsive and responsible bidder. The Board of Directors hereby authorizes the President & CEO to execute and deliver a contract with ADA Resources, Inc. to provide diesel fuel transport services during fiscal year 2011, for an amount not to exceed $496,300. Section 2'\\\IIIliIA'ljs Board Resolution is effective immediately upon passage..,'\ \TAd,II",'ii' ;::;" i III 'l:,'i,../@>~"''''''_.''''/?;?\.~ PASSED this 19 th day of August, 2010 ~fjjl :~S:l~ APPROVED this 19 th day of August, 2010 :;-'J ATIEST: \~\' ~ ~ /', ~...."''',ll ~";O"-~,\"",,~-:' 'lib-,.' M ~ \\\',,~.Lf"", ~:.--.l.;:. I 1 \\1\\\ Hilda M. Montemay r Assistant Secretary Gilbert A. Garcia

RESOLUTION NO. 2010-62 DELIVER CONTRACT MODIFICATIONS WITH UNITED HEALTHCARE, D.K. YOUNG CONSULTING, EXPRESS SCRIPTS, DELTA DENTAL AND CIGNA HEALTH INSURANCE COVERAGE FOR AN AMOUNT NOT TO EXCEED $4,312,347; AND MAKING FINDINGS AND PROVISONS RELATIVE TO THE SUBJECT. WHEREAS, METRO entered into one-year contracts with United Healthcare, D.K. Young Consulting Services, Express Scripts, Delta Dental, and Cigna for employee healthcare; the ("existing providers"); and WHEREAS, the contracts are nearing expiration; and WHEREAS, a review of the healthcare market was conducted for comparison of services with those offered by other providers; and WHEREAS, METRO staff has determined that the existing providers offer the best overall value and has recommended a continuation of healthcare services with the existing providers; and WHEREAS, the Board concurs with staffs recommendations; The Board of Directors hereby authorizes the President & CEO to execute and deliver contract modifications with United Healthcare; D.K. Young Consulting Services; Express Scripts; Delta Dental; and Cigna for healthcare coverage for METRO's employees for an additional one year period of performance, for a total not to exceed amount of $4,312,347.

RESOLUTION NO. 2010-62 (Page 2) Section 2. This Board Resolution is effective immediately upon passage. PASSED this 19 th day of August, 2010 APPROVED this 19 th day of August, 2010 Hilda M. Montema or Assistant Secretary Gilbert A. Garcia

RESOLUTION NO. 2010-63 DELIVER A CONTRACT MODIFICATION WITH KBR SERVICES FOR THE JOB ORDER CONTRACTING PROGRAM TO EXTEND THE PERIOD OF PERFORMANCE AND INCREASE MAXIMUM EXPENDITURES BY AN AMOUNT NOT TO EXCEED $10,000,000; AND MAKING FINDINGS AND PROVISONS RELATIVE TO THE SUBJECT. WHEREAS, METRO's Job Order Contracting Program provides for the performance of routine construction work, delivered on an on-call basis, under a single contract; and WHEREAS, METRO has a current contract with KBR Services to provide these construction services and the base contract period is nearing expiration; and WHEREAS, it is appropriate that METRO extend the contract period of performance one additional year and increase the maximum authorized expenditures; The Board of Directors hereby authorizes the President & CEO to execute and deliver a modification to the contract with KBR Services for services under METRO's Job Order Contracting Program for an additional one year period, and increase maxirn~:exp~ddituresby a not to exceed amount of $10,000,000...', 'IA'1' i,.. ~..:...:;.~~,l I1jtt i"' "';.f Sec~,L:""~~"Th~~rd Sf>.../ \ ::!w \-=- c.n::: Resolution is effective immediately upon passage. ~~\ a;--1 ff PASSED th~s 19 th day of August, 2010 ~~ \, ~.f 4Pi-/It APPROVED this 19 th day of August, 2010 ATIEST: ~~2~~"", ' Gilbert A. Garcia

RESOLUTION NO. 2010-64 DELIVER A MEMORANDUM OF UNDERSTANDING OF THE TRANSPORTATION POLICY COUNCIL DEFINING THE REGIONAL PLANNING RESPONSIBILITIES OF LOCAL PROVIDERS OF PUBLIC TRANSPORTATION SERVICES; AND MAKING FINDINGS AND PROVISONS RELATIVE TO THE SUBJECT. WHEREAS, METRO is a member of the Transportation Policy Council for the Houston-Galveston Transportation Management Area. along with the Texas Department of Transportation, Connect Transit, and the Brazos Transit District, the Colorado Valley Transit District, Fort Bend County Transit, the Gulf Coast Rail District, the Harris County Community Services Department-Transit Services and the City of Galveston's Island Transit (hereinafter, referred to as the "Metropolitan Planning Organization" or "MPO" ; and WHEREAS, Members of the MPO, the State of Texas and public transportation service providers work to coordinate bus and other transit planning for the region, and develop unified planning work programs for receipt of federal funding for eligible program activities; and WHEREAS. federal regulations, at 23 CFR 450.314, require the members of the MPO, including the State and public transportation service providers, to set forth in writing, their mutual agreement and joint responsibilities to establish and maintain a cooperative, comprehensive and continuing transportation planning and programming processes; and

RESOLUTION NO. 2010-64 (Page 2) WHEREAS, a Memorandum of Understanding (hereinafter "MOU") has been prepared which determines the parties mutual responsibilities in carrying out the metropolitan transportation planning process; and WHEREAS, the Board has reviewed the MOU and concurs with its provisions; The President & CEO is hereby authorized and directed to execute and deliver the Memorandum of Understanding, as substantially set forth as attached, setting forth the mutual responsibilities of the members of the Metropolitan Planning Organization, including the State of Texas and public transportation service providers for project planning, development and implementation. ATTEST: Section 2. This Board Resolution is effective immediately upon passage. PASSED this 19 th day of August, 2010 APPROVED this 19 th day of August, 2010 Hilda M. Montema or Assistant Secretary Gilbert A. Garcia Chainnan

RESOLUTION NO. 2010-65 DELIVER A MEMORANDUM OF UNDERSTANDING ESTABLISHING METRO'S MEMBERSHIP IN THE CONSORTIUM FOR SUSTAINABLE COMMUNITIES REGIONAL PLANNING; AND MAKING FINDINGS AND PROVISONS RELATIVE TO THE SUBJECT. WHEREAS, the US Department of Transportation, the US Department of Housing and Urban Development, and the US Environmental Protections Agency have formed a partnership to promote sustainable communities and have announced a $100 million Sustainable Communities Regional Planning Grant Program (hereinafter "Grant Program"); and WHEREAS, the goal of the Grant Program is to support cooperative regional planning efforts that integrate housing, transportation, environmental impact and economic development; and WHEREAS, current Houston-Galveston area planning can benefit from a more integrated approach to the regional development of sustainable communities; and WHEREAS, the Houston-Galveston Area Council has initiated plans for a consortium of area groups and entities committed to the principles of sustainable community planning for submission of an application for grant funding for further studies of regional development; and WHEREAS, the Houston-Galveston Area Council has invited METRO's participation in the Consortium for Sustainable Communities Regional Planning; and

RESOLUTION NO. 2010-65 (Page 2) WHEREAS, the Board of Directors has carefully reviewed the goals and objectives of the Sustainable Communities Regional Planning Grant Program and finds that public transportation is a significant component ofsustainability; and WHEREAS, it is appropriate that METRO participate in the Sustainable Communities Regional Planning Grant Program; THE METROPOLITAN TRAJ\,JSIT AUTHORITY THAT: The Board of Directors hereby authorizes and directs the President & CEO to execute and deliver the Memorandum of Understanding, as substantially set forth in the attached document, establishing METRO's membership in the Consortium for Sustainable Communities Regional Planning, and to take such administrative action as necessary to effectuate METRO's participation. ATTEST: Section 2. This Board Resolution is effective immediately upon passage. PASSED this 19 th day of August, 2010 APPROVED this 19 th day of August, 2010 Gilbert A. Garcia

RESOLUTION NO. 2010-66 AUTHORIZING AND DIRECTING THE PRESIDENT & CEO TO NEGOTIATE, EXECUTE AND DELIVER A CONTRACT WITH ACCESS SCIENCES, INC. FOR CONSULTANT SERVICES FOR DEVELOPMENT OF RECORDS MANAGEMENT PROCESSES; AND MAKING FINDINGS AND PROVISONS RELATIVE TO THE SUBJECT. WHEREAS, by way of Resolution 2010-36, this Board declared its policy that records created, maintained or received by METRO are the property of METRO and that such records will be managed through a comprehensive system of integrated procedures consistent with the requirements of the Local Government Records Act; and WHEREAS, METRO requires the services of a consultant to provide staff support for drafting records management guidelines and procedures, the conversion of records management to a technology-based approach and proper implementation of document retention schedules; and WHEREAS, METRO previously used the services of Access Sciences, Inc. for an assessment of METRO's enterprise content and records management processes; and WHEREAS, Access Sciences, Inc. is uniquely familiar with METRO's records management practices and needs, an can quickly respond to METRO's service requirements; and WHEREAS, staff has provided sole source justification for entering into contract with Access Sciences, Inc. for development of records management processes; and WHEREAS, pursuant to Resolution No. 2010-36, Section 8, METRO was instructed to continue its present prohibition against the destruction of any records

RESOLUTION NO. 2010-66 (Page 2) (documents) of any kind until records management procedures are in place and operational "and the Board of Directors have so acknowledged"; The President & CEO is hereby authorized and directed to negotiate, execute and deliver a contract with Access Sciences, Inc. for consultant services f?r development of records management processes and procedures for an amount not to exceed $252,000. Section 2. The Board of Directors hereby delegates to the President & CEO authorization to review the records management procedures developed pursuant to this Resolution to ensure compliance with the Local Government Records Act and with Resolution 2010-36, and that such records management procedures are in place and operational, without the necessity of further Board acknowledgement. Section 3. The President & CEO is hereby authorized and directed to take such administrative action as necessary to implement the appropriate records management procedures. Section 4..Ibis Board Resolution is effective immediately upon passage.,,4-:..l4 t,,,,/,...~_..'l~ ~\TAt\l ":'~~ l~~~9. "" " '-"",~;-:,; PASSED this 19 th day of August, 2010.: tj \Cfl.:t APPROVED this 19 th day of August, 2010 AnEST: ~ ~ ME!RD.. i --If ~~ I ;. % \ i / \~;ti ~J~~S'~ /l. &j' /l "111 \' I V'fJ I~ ~~~~L!-~~~~ Hilda M. Montemay r Assistant Secretary Gilbert A. GarcIa

RESOLUTION NO. 2010-67 DELIVER A CONTRACT WITH MOTIVA ENTERPRISES, LLC TO SUPPLY AND DELIVER ULTRA LOW SULFUR DIESEL FUEL DURING FISCAL YEAR 2011 FOR AN AMOUNT NOT TO EXCEED $37,695,800; AND MAKING FINDINGS AND PROVISIONS RELATIVE TO THE SUBJECT. WHEREAS, METRO has a need for the supply and delivery of ultra low sulfur diesel fuel for METRO's vehicles during fiscal year 2011; and WHEREAS, METRO issued an invitation for bids; and WHEREAS, Motiva Enterprises. LLC submitted the lowest responsive and responsible bid. The Board of Directors hereby authorizes the President & CEO to execute and deliver a contract with Motiva Enterprises, LLC for supply and delivery of ultra low sulfur diesel fuel for fiscal year 2011, for an amount not to exceed $37,695,800. ATTEST: PASSED this 19 th day of August, 2010 APPROVED this 19 th day of August, 2010. Hilda M. Montema or Assistant Secretary

RESOLUTION NO. 2010-68 DECLARING THE EXISTENCE OF A PUBLIC NECESSITY FOR METRO TO ACQUIRE CERTAIN PROPERTIES AND INTERESTS IN PROPERTIES; DECLARING THAT THE ACQUISITION OF THOSE CERTAIN PROPERTY RIGHTS IS NECESSARY AND PROPER FOR THE CONSTRUCTION, EXTENSION, IMPROVEMENT OR DEVELOPMENT OF METRO'S TRANSIT SYSTEM; AND MAKING FINDINGS AND PROVISIONS RELATIVE TO THE SUBJECT. WHEREAS, METRO is proceeding with the development of high capacity transit in the North, Southeast, East End and Uptown travel corridors and the development of station and terminal facilities and support infrastructure (collectively, the "Projects"); and WHEREAS, METRO staff has identified certain properties and interests in properties to be acquired for transit purposes in connection with the construction and operation of the East End Corridor; and \lvhereas, the Board previously authorized the acquisition of properties and interests in properties along the preferred routes for the East End corridor; and WHEREAS, METRO has endeavored to negotiate in good faith and is continuing to negotiate in good faith with the owners of such properties in an effort to purchase the necessary property rights, but it appears that it may be necessary to exercise METRO's power of eminent domain to acquire certain properties and property interests; and WHEREAS, a public hearing has been held for the purpose of hearing testimony and receiving evidence regarding the proposed acquisition of the properties described as: Approximately 20,635 square feet of land out of Block 3 of Oakland Addition, S.M. Williams Survey, Abstract 87, Harris County, Texas, and a right of entry for demolition purposes (EE090); Approximately 109 square feet of land out of Lot 5, Block 19 of Young Men's Addition, S.M. Williams Survey, Abstract 87, Harris County, Texas (EE090-A); Approximately 109 square feet of land out of Lot 1, Block 21 of Young Men's Addition, S.M. Williams Survey, Abstract 87, Harris County, Texas (EE090-B);

RESOLUTION NO.2010-68 (Page 2) WHEREAS, having had a public hearing for the public to present its comments and having no persons appear for that public hearing, the Board is of the opinion that there exists a public necessity and it is in the public interest for METRO to acquire the properties described above; The Board of Directors hereby finds and declares that there exists a public necessity and it is in the public interest for METRO to acquire for transit purposes in connection with the construction and operation of the East End Corridor the fee simple interest and all additional rights associated with such properties, including but not limited to rights of entry for demolition purposes and temporary construction easements necessary for the construction and operation of such transit system improvements and components in the properties described as: ApprOXimately 20,635 square feet of land out of Block 3 of Oakland Addition, S.M. Williams Survey, Abstract 87, Harris County, Texas, and a right of entry for demolition purposes (EE090); Approximately 109 square feet of land out of Lot 5, Block 19 of Young Men's Addition, S.M. Williams Survey, Abstract 87, Harris County, Texas (EE090-A); Approximately 109 square feet of land out of Lot 1, Block 21 of Young Men's Addition, S.M. Williams Survey, Abstract 87, Harris County, Texas (EE090-B); Section 2. The Board of Directors hereby finds and declares that the acquisition of such properties and property interests is necessary and proper for the construction, extension, improvement or development of METRO's transit system.

RESOLUTION NO. 2010-68 (Page 3) Section 3. The President & CEO, along with legal counsel, is hereby authorized and directed to acquire, by donation, purchase, or exercise of the power of eminent domain, the fee simple interest in the properties described above, together with all additional rights associated with such properties, including but not limited to rights of entry for demolition purposes and temporary construction easements, necessary for the construction and operation of the transit system improvements contemplated in the East End travel ~orridor. Section 4. This resolution is effective immediately upon passage. ATTEST: PASSED this 19th day of August, 2010 APPROVED this 19th day of August, 2010 Hilda M. Montema Assistant Secretary Gilbert A. Garcia