A RESOLUTION. WHEREAS, METRO currently has twelve (12) defeased leases, involving seven

Transcription

1 RESOLUTION NO AUTHORIZING THE PRESIDENT & CEO TO INCREASE THE AUTHORIZED EXPENDITURES UNDER THE PROFESSIONAL SERVICES CONTRACT WITH GSF ADVISORS FOR DEFEASED LEASE ADVISORY SERVICES WHEREAS, METRO currently has twelve (12) defeased leases, involving seven (7) Bus Operating Facilities (BOFs), 620 buses, and bus equipment; and WHEREAS, GSF Advisors is the only advisory entity with the necessary knowledge and experience in these matters; and WHEREAS, METRO entered into Contract No. LA with GSF Advisors in September 2008 for advisory services to ensure compliance with the terms of the defeased lease program requirements; and WHEREAS, the original contract amount of $75, has been exhausted; and WHEREAS, METRO continues to require the services provided by GSF; Section 1. The Board of Directors hereby authorizes that additional funds be approved for expenditures for professional advisory services with GSF, and directs the President & CEO to execute and deliver Modification No. 1 to Contract LA with GSF Advisors for an amount not to exceed $150,

2 RESOLUTION NO ;:..36.:...-_ (Page 2) This Board Resolution is effective immediately upon passage. PASSED this 21 st day of May, 2009 David S. Wolff

3 RESOLUTION NO AUTHORIZING THE PRESIDENT & CEO TO NEGOTIATE, EXECUTE, AND DELIVER A PROFESSIONAL SERVICES CONTRACT FOR AUDIT SERVICES FOR FISCAL YEARS 2009,2010,2011,2012, AND 2013 WHEREAS, METRO is required to conduct annual audits under the Texas Metropolitan Rapid Transit Act, the Single Audit Act, and agreements with the Federal Transit Administration; and and WHEREAS, the contract for professional audit services was competitively bid; WHEREAS, KPMG, LLP was determined by the Evaluation Committee to be the most qualified bidder; and WHEREAS, Deloitte & Touche, LLP was determined by the Evaluation Committee to be the second most qualified bidder; Section 1. The President & CEO is hereby authorized and directed to negotiate, execute, and deliver a contract with KPMG, LLP for professional audit services for Fiscal Years 2009, 2010, 2011, 2012, and 2013 in an amount not to exceed $1,500, In the event negotiations with KPMG, LLP are unsuccessful, the President & CEO is hereby authorized and directed to negotiate, execute, and deliver a contract with Deloitte & Touche, LLP for professional audit services for Fiscal Years 2009,2010,2011,2012, and 2013 in an amount not to exceed $1,500,

4 RESOLUTION NO _3~;;;... _ (Page 2) Section 3. This Board Resolution is effective immediately upon passage. PASSED this 21 st day of May, 2009 ATIEST:

5 RESOLUTION NO iJ AUTHORIZING THE PRESIDENT & CEO TO ENTER INTO AGREEMENTS TO EXECUTE THE SURETY BOND PROGRAM TO FUND THE METRO SOLUTIONS PHASE II PROPERTY ACQUISITION WHEREAS, it is necessary for METRO to acquire certain properties to advance the progress of METRO Solutions Phase II; and WHEREAS, METRO's Real Estate staff has identified 135 properties that may become subject to condemnation proceedings in Commissioner's Court; and WHEREAS, in order for METRO to take possession of condemned property immediately after a final determination by Commissioner's Court, METRO is required to post bonds calculated from the amount of the award; and WHEREAS, the use of surety bonds in conjunction with cash bonds will avoid the negative effects on METRO's cash flow associated with the use of cash bonds only; and WHEREAS, METRO has requested that Marsh USA, METRO's insurance broker for METRO Solutions Phase II, secure competitive bids for the supplying of the bonds; Section 1. The President & CEO is hereby authorized and directed to negotiate, execute, and deliver surety and cost bond agreements as necessary to acquire property required to advance METRO Solutions Phase II. The President & CEO is hereby authorized to execute any additional documents or instruments necessary to execute the surety bond program.

6 RESOLUTION NO (Page 2) Section 3. This Board Resolution is effective immediately upon passage. PASSED this 21 st day of May, 2009 ATIEST: D. Wolff

7 RESOLUTION NO APPROVING AND ADOPTING THE AMENDED INVESTMENT POLICY FOR FISCAL YEAR 2009 TO AMEND THE LIST OF APPROVED BROKERS/DEALERS AND TO EXEMPT CONSTRUCTION FUNDS FROM THE MAXIMUM ALLOCATION GUIDELINES WHEREAS, the Board of Directors approved the Investment Policy for Fiscal Year 2009 on November 20,2008, under Resolution ; and WHEREAS, the Investment Policy 7.0 delineates certain maximum allocations for investments by instrument; and WHEREAS, METRO staff has recommended Construction Funds be exempt from the maximum allocation limitations, as described in the attached Schedule 1; and WHEREAS, the Investment Policy requires an annual review of Brokers/Dealers to evaluate their eligibility to conduct transactions on behalf of METRO; and WHEREAS, the Dealers/Brokers listed in Schedule 5 of the attached document, which includes two newly-added Broker/Dealers, have been evaluated and found to possess the necessary qualifications; and WHEREAS, the Board of Directors has carefully considered the proposed amendments to the Investment Policy and found them to be in the best interest of METRO; Section 1. The Board of Directors hereby approves the amended Investment Policy for Fiscal Year 2009 as set forth in Attachment 1.

8 RESOLUTION NO (Page 2) This Board Resolution is effective immediately upon passage. PASSED this 21 st day of May, 2009 ATTEST: o. S. Wolff

9 RESOLUTION NO g:9 APPROVING AND ADOPTING THE FISCAL YEAR 2009 SECTION 5307 HOUSTON URBANIZED AREA FORMULA GRANT FUNDING PROGRAM OF PROJECTS; AUTHORIZING THE PRESIDENT & CEO TO SUBMIT A GRANT APPLICATION FOR THE FISCAL YEAR 2009 SECTION 5307 PROJECTS; AND AUTHORIZING AND DIRECTING THE PRESIDENT & CEO TO PREPARE, SUBMIT, AND EXECUTE APPROPRIATE GRANT AGREEMENTS WITH THE FEDERAL TRANSIT ADMINISTRATION FOR RECEIPT OF FEDERAL FUNDING WHEREAS, METRO is eligible for funding for various transit projects through the Federal Transit Administration; and WHEREAS, a pre-requisite of receipt of funds is the designation of projects for fund usage; and WHEREAS, METRO staff has recommended candidate projects for receipt of funds under the federal government's Section 5307 Program of Projects; and WHEREAS, the Board of Directors has reviewed and evaluated that list of projects, affixed hereto as Attachment 1, and found them to be appropriate projects under the program; Section 1. The Board of Directors hereby approves and adopts the projects identified in Attachment 1 for which federal funding will be requested. The President & CEO is hereby authorized and directed to proceed with all required administrative actions, and to undertake all other actions reasonable

10 RESOLUTION NO _:4_9_ (Page 2) and necessary to prepare, submit and execute grant agreements with the Federal Transit Administration for receipt of federal funding for projects identified in Attachment 1. Section 3. This resolution is effective immediately upon passage. PASSED this 21 st day of May, 2009 ATIEST: vid S. Wolff

11 RESOLUTION NO li AUTHORIZING THE PRESIDENT & CEO TO EXECUTE AND DELIVER A CONTRACT WITH SAP PUBLIC SERVICES FOR SOFTWARE INTEGRATION SERVICES TO IMPLEMENT THE HUMAN CAPITAL MANAGEMENT (HCM) COMPONENT OF THE APPLICATION CONSOLIDATION INITIATIVE WHEREAS, in January 2008 METRO initiated an "Application Consolidation Initiative" to integrate and streamline various software applications; and WHEREAS. Phase I of this initiative was approved by the Board in June 2008, consisted of an upgrade of SAP applications in preparation for integration, and was completed on time and on budget in November 2008; and WHEREAS, Phase II consists of the migrations of METRO's payroll and human resource applications to SAP; and WHEREAS, the continuation of progress of this initiative will greatly increase the integration, efficiency and accuracy of the subject applications, and METRO's administrative functionality as a whole; and WHEREAS, this contract was competitively bid; and WHEREAS, SAP Public Services was determined by the Evaluating Committee to be the most overall qualified respondent; Section 1. The President & CEO is hereby authorized and directed to execute and deliver a contract with SAP Public Services to implement the Human Capital

12 RESOLUTION NO _4_[_ (Page 2) Management component of METRO's SAP application in an amount not to exceed This Board Resolution is effective immediately upon passage. PASSED this 21 sl day of May, 2009 ATTEST: D~

13 RESOLUTION NO l AUTHORIZING THE PRESIDENT & CEO TO EXECUTE AND DELIVER A SUPPLEMENTAL AGREEMENT WITH THE MOTORIST ASSISTANCE PROGRAM WHEREAS, METRO provides financial and staffing support for the Motorist Assistance Program ("MAP") in conjunction with Texas Department of Transportation, Harris County Sheriffs Department ("HCSD"), the City of Houston, and the Houston Automobile Dealers Association (HADA); and WHEREAS, METRO has been involved in this Program since its inception in 1989; and WHEREAS, METRO contributes additional funding for the program through General Mobility funds; and WHEREAS, this project assists in maintaining the traffic flow on Houston highways, thereby aiding in METRO's transit operations; and WHEREAS, additional funding authorization is needed to allow METRO to continue to contribute to the salaries of MAP responders (Harris County Deputies); THE METROPOLITAN TRANSIT AUTHORITY THAT Section 1. The President & CEO is hereby authorized and directed to execute and deliver Modification No. 15 to the agreement with the Motorist Assistance Program to extend the agreement for two years, for an amount not to exceed $1,590,

14 RESOLUTION NO _4_2_ (Page 2) This Board Resolution is effective immediately upon passage. PASSED this 21 st day of May, 2009 ATIEST:

15 RESOLUTION NO AUTHORIZING THE PRESIDENT & CEO TO EXECUTE AND DELIVER A THREE YEAR SERVICE CONTRACT FOR LANDSCAPING AND MAINTENANCE SERVICES FOR ALL METRO PROPERTIES WHEREAS, METRO requires landscaping services for its many facilities and properties; and WHEREAS, this contract was competitively bid; and WHEREAS, BJ's Enterprises was the lowest responsible bidder; Section 1. The President & CEO is hereby authorized and directed to execute and deliver a contract with BJ!s Enterprises for landscaping and maintenance services for three years, in an amount not to exceed $1,397, This Board Resolution is effective immediately upon passage. PASSED this 21 st day of May, 2009 ATTEST: Ro. Gonzales Assistant Secretary David S. Wolff

16 RESOLUTION NO AUTHORIZING THE PRESIDENT & CEO TO EXECUTE AND DELIVER A SOLE SOURCE MAINTENANCE CONTRACT WITH SIMMONS MACHINE TOOL CORPORATION WHEREAS, METRO vehicle maintenance equipment itself requires regular inspection and maintenance; and WHEREAS, Simmons Machine Tool Corporation is the original equipment manufacturer for the wheel lathe used by METRO for Light Rail Vehicle wheel maintenance and repair; and WHEREAS, no other vendors are available who possess the necessary expertise on the equipment; Section 1. The President & CEO is hereby authorized and directed to execute and deliver a three-year contract with Simmons Machine Tool Corporation in an amount not to exceed $112, This Board Resolution is effective immediately upon passage. PASSED this 21 st day of May, 2009 ATIEST: David S. Wolff

17 RESOLUTION NO AUTHORIZING THE PRESIDENT & CEO TO EXECUTE AND DELIVER MODIFICATIONS TO TWO CONTRACTS FOR THE PURCHASE OF 100 BUSES and year; and WHEREAS, METRO adopted a long-range fleet replacement vehicle program; WHEREAS, the replacement program includes the replacement of 100 buses per WHEREAS, the 100 buses addressed in this resolution represent the Fiscal Year 2010 replacement portion; and WHEREAS, in Fiscal Year 2008, with Board Resolution No , the METRO Board of Directors approved the execution of a contract with Daimler Buses North America, Inc. ("Daimler") for the purchase of buses, with options for additional purchases in future years; and WHEREAS, in Fiscal Year 2007, with Board Resolution No , the METRO Board of Directors approved the execution of a contract with Motor Coach Industries, Inc. ("MCI") for the purchase of hybrid-electric buses with the option for additional purchases in future years; and WHEREAS, METRO Staff has negotiated for the purchase of eighty (80) 40-foot buses from Daimler for a purchase price of $42,631,040.00; and twenty (20) 45-foot hybrid electric buses from MCI for a purchase price of $15,141,

18 RESOLUTION NO _45 (Page 2) Section 1. The President & CEO is hereby authorized and directed to execute and deliver Modification No. 2 to Contract No. CT , for the purchase of eighty (80) 40-foot buses from Daimler Buses North America, Inc. for an amount not to exceed $42,631, The President & CEO is hereby authorized and directed to execute and deliver Modification NO.2 to Contract No. CT , for the purchase of twenty (20) 45-foot hybrid electric buses from Motor Coach Industries, Inc. for a purchase price of $15,141, Section 3. This Board Resolution is effective immediately upon passage PASSED this day of May, 2009 ATIEST: David S. Wolff

19 RESOLUTION NO AUTHORIZING THE PRESIDENT & CEO TO EXECUTE AND DELIVER THREE-YEAR CONTRACTS FOR PERSONNEL AGENCY SERVICES WITH DIVERSE STAFF AND RESOURCE STAFFING HOUSTON. WHEREAS. METRO's Customer Information Center ("CIC") relies on contract personnel to fill vacancies resulting from employee turnover and seasonal demand; and WHEREAS, this contract was competitively bid; and WHEREAS, Diverse Staff and Resource Staffing Houston were the lowest responsible bidders; NOW. THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF Section 1. The President & CEO is hereby authorized and directed to execute and deliver three-year contracts with Diverse Staff and Resource Staffing Houston for an amount not to exceed $1,100, in the aggregate. This Board Resolution is effective immediately upon passage. PASSED this 21 st day of May, 2009 ATIEST: ~

20 RESOLUTION NO APPROVING THE ISSUANCE, SALE, AND DELIVERY OF SALES AND USE TAX BONDS AND CONTRACTUAL OBLIGATIONS; APPROVING THE PRICING METHODOLOGY COMPRISED OF A PARAMETER PRICING COMMITIEE; AUTHORIZING THE PARAMETER PRICING COMMITIEE TO APPROVE LONG TERM DEBT PRICING. WHEREAS, on April 23, 2009, through Resolution No , the Board of Directors approved the Plan of Finance for METRO Solutions Phase II; and WHEREAS, METRO Staff and advisors are now recommending the issuance, sale, and delivery of Sales and Use Tax Bonds in the amount of $173 Million, and Sales and Use Tax Contractual Obligations in the amount of $42 Million, plus associated issuance costs and debt service reserve funding; and WHEREAS, in order to execute this recommendation, METRO Staff has developed pricing methodology which includes a "Parameter Pricing Committee" to consist of the two Board of Directors Vice-Chairmen; and WHEREAS, METRO Staff has recommended that the Parameter Pricing Committee be given the authority to approve long-term debt pricing where the True Interest Costs (TIC) does not exceed 6%; WHEREAS, the Board of Directors has reviewed this plan for pricing and executing the bond and debt instruments as contemplated by the Plan of Finance and found it to be in METRO's best interests

21 RESOLUTION NO _4(1_ (Page 2) Section 1. The Board of Directors hereby approves the issuance, sale, and delivery of Sales and Use Tax Bonds in the amount of $173,000,000.00, and the issuance, sale, and delivery of Sales and Use Tax Contractual Obligations in the amount of $42,000,000.00, plus associated issuance costs and debt service reserve funding. The Board of Directors hereby approves the pricing methodology comprised of a Parameter Pricing Committee. Section 3 The Board of Directors hereby grants authority to the Parameter Pricing Committee to approve long-term debt pricing for Sales and Use Tax Bonds I and Sales and Use Tax Contractual Obligations where the True Interest Cost does not exceed 6%. Section 4. The Board of Directors hereby authorizes the President & CEO or his delegate to execute all related documents and instruments necessary to execute the issuance, sale, and delivery of these bonds and contractual obligations. Section 5. This Board Resolution is effective immediately upon passage. PASSED this 21 st day of May, 2009 ATTEST: Rose M. Gonzales Assistant Secretary :icolff ~

22 RESOLUTION NO APPROVING A CREDIT AGREEMENT WITH STATE STREET BANK FOR THE ISSUANCE OF COMMERCIAL PAPER IN AN AMOUNT NOT TO EXCEED $75 MILLION. WHEREAS, the METRO Board of Directors previously approved a Debt Policy through Resolution , which established the guidelines for the utilization of debt instruments; and WHEREAS, the Board of Directors previously approved the increase of the limit for commercial paper issuance from $200 Million to $400 Million through Resolution ; and WHEREAS, through Resolution , the Board of Directors approved the amendment of existing credit agreements, or the execution of new credit agreements, with JP Morgan Chase, Compass Bank and Sumimoto Mitsui for multiple series of Commercial Paper in an amount not to exceed $400 Million in the aggregate; and WHEREAS, METRO's financial advisors and staff, in an effort to afford more flexibility, have recommended executing additional Credit Agreement with State Street Bank in an amount not to exceed $75 Million; and WHEREAS, the Board of Directors has reviewed this recommendation and finds it to be in the best interests of the Metropolitan Transit Authority of Harris County;

23 RESOLUTION NO _4fd (Page 2) Section 1. The President & CEO is hereby authorized and directed to negotiate, execute, and deliver a credit agreement with State Street Bank in an amount not to exceed $75,000, The President & CEO, or his delegate, is further authorized to execute all necessary documents or instruments to execute the credit agreement. Section 3. This Board Resolution is effective immediately upon passage PASSED this 21 st day of May, 2009 ATIEST: ~-O-Iff

24 RESOLUTION NO AUTHORIZING THE PRESIDENT & CEO TO EXECUTE AND DELIVER AN INTERAGENCY AGREEMENT WITH THE TEXAS DEPARTMENT OF TRANSPORTATION ("TxDOT") AND HARRIS COUNTY FOR THE OPERATION OF THE KATY FREEWAY MANAGED LANES lanes; and WHEREAS, TxDOT has reconstructed the Katy Freeway to add four managed WHEREAS, the newly-added lanes included both tolled access and highoccupancy vehicle access; and WHEREAS, Harris County is responsible for the day-to-day operations of the managed lanes; and WHEREAS, the lanes are anticipated to meet federal requirements necessary to qualify for inclusion in transit volume calculations, namely, that traffic travel at speeds at or above 50 miles per hour average; and WHEREAS, METRO utilizes these lanes for bus travel and related support vehicle use; and WHEREAS, TxDOT, Harris County, and METRO desire to make cooperative decisions and policies beneficial to all parties; and WHEREAS, an interagency agreement with all parties will allow METRO toll-free use of the managed lanes for buses and support vehicles.

25 RESOLUTION NO ~4..::..;g_ (Page 2) Section 1. The President & CEO is hereby authorized and directed to execute and deliver an interagency agreement with TxDOT and Harris County for the use and cooperative oversight of the Katy Managed Lanes. This Board Resolution is effective immediately upon passage. PASSED this 21 st day of May, 2009 ATTEST: Q= DavIa S. Wolff