A RESOLUTION. WHEREAS, progress continues on the Vehicle Supply contract with CAF USA for

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1 RESOLUTION NO A RESOLUTION APPROVING THE ISSUANCE, SALE AND DELIVERY OF CONTRACTUAL OBLIGATIONS; APPROVING THE PRICING METHODOLOGY AND USE OF A PARAMETER PRICING COMMITTEE; APPROVING UNDERWRITERS FOR DEBT INSTRUMENT ISSUANCE; AUTHORIZING THE PRESIDENT & CEO OR HIS DESIGNEE TO EXECUTE ALL NECESSARY RELATED INSTRUMENTS; AND MAKING FINDINGS AND PROVISIONS RELATIVE TO THE SUBJECT. WHEREAS, delivery of eighty (80) Orion buses is expected to commence on or about March 2010 for a cost of $42.0 million plus associated costs; and WHEREAS, progress continues on the Vehicle Supply contract with CAF USA for Notice to Proceed 1a, 1b and the Vehicle contract, for a cost of $29.6 million through June 2011 plus associated costs; and WHEREAS, METRO's financial advisors and METRO staff have recommended the use of Contractual Obligations as a cost-effective means of financing vehicles; and WHEREAS, in order to execute this transaction, METRO's financial advisors and METRO staff have developed a pricing methodology comprised of a "Parameter Pricing Committee" to consist of two members of the Board of Directors; and WHEREAS, METRO's financial advisors and METRO staff have further recommended that the Parameter Pricing Committee be granted the authority to approve long-term debt pricing where the True Interest Cost does not exceed 5.5%; and WHEREAS, this Board concurs with the recommendations; and WHEREAS, METRO requires the services of managers and underwriters for the issuance of debt instruments; and

2 RESOLUTION NO Page 2 WHEREAS, in response to a request for proposals, Siebert Brandford Shank was found to provide the best overall value for service as lead underwriter for the issuance of the Obligations; and WHEREAS, RBC Capital Markets, Citi and Ramirez & Company were found to provide the best overall value for service as co-managing underwriters for the issuance of the Obligations; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: Section 1. The METRO Board of Directors hereby approves the issuance, sale and delivery of Contractual Obligations in the amount of $71.6 Million. plus associated issuance costs and debt service reserve funding. Section 2. The METRO Board of Directors hereby approves the pricing methodology of a Parameter Pricing Committee comprised of two members of the Board of Directors. Section 3. The Board of Directors hereby grants authority to the Parameter Pricing Committee to approve long-term debt pricing for Contractual Obligations where the True Interest Cost does not exceed 5.5% Section 4. The METRO Board of Directors hereby approves the selection of Siebert Brandford Shank to serve as the lead underwriter for the issuance and RBC Capital Markets, Citi and Ramirez & Company to serve as co-managing underwriters for the debt instruments authorized herein. Section 5. THE METRO Board of Directors hereby authorizes and directs the President & CEO or his designee to execute and deliver all related documents and instruments necessary for the issuance, sale and delivery of these Contractual Obligations. Section 6. This resolution is effective immediately upon passage.

3 RESOLUTION NO Page 3 PASSED this 18 th day of March, 2010 APPROVED this 18 th day of March, 2010 ATIEST: ~Chairman of the Board

4 RESOLUTION NO A RESOLUTION AUTHORIZING AND DIRECTING THE PRESIDENT & CEO TO NEGOTIATE, EXECUTE AND DELIVER A CONTRACT WITH UNITY NATIONAL BANK OF HOUSTON FOR ADMINISTRATION OF THE METRO SOLUTIONS BUSINESS ASSISTANCE PROGRAM; AND MAKING FINDINGS AND PROVISIONS RELATIVE TO THE SUBJECT. WHEREAS, by way of Resolution NO , this Board approved the creation of a Business Assistance Program to provide assistance to those businesses located along the light rail alignment that have been negatively impacted by construction activities; and party; and WHEREAS, the Business Assistance Program will be administered by a third WHEREAS, METRO issued a Request for Proposals for a third party administrator to provide pre-registration and application in-take, eligibility screening, outreach, fund analysis, document preparation and other administrative tasks; and WHEREAS, three firms responded to the solicitation and Unity National Bank of Houston was determined most qualified; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: Section 1. The President & CEO is hereby authorized and directed to negotiate, execute and deliver a contract with Unity National Bank of Houston for third party administrator services for the METRO Solutions Business Assistance Program, for a total amount not to exceed $ 500,000.

5 RESOLUTION NO Page 2 Section 2. This resolution is effective immediately upon passage. PASSED this 18 th day of March, 2010 APPROVED this 18 th day of March, 2010 ATTEST: Hilda M. Montema Assistant Secretary Davi. Wolff Chairman of the Board

6 RESOLUTION NO A RESOLUTION AUTHORIZING AND DIRECTING THE PRESIDENT & CEO TO NEGOTIATE, EXECUTE AND DELIVER A CONTRACT WITH THE TEXAS GENERAL LAND OFFICE FOR THE PURCHASE OF ELECTRICITY; AND MAKING FINDINGS AND PROVISIONS RELATIVE TO THE SUBJECT. WHEREAS, METRO's annual electricity consumption is approximately 54.2 million kilowatt hours; and WHEREAS, METRO issued a Request for Proposals for electricity; and WHEREAS, the Texas General Land Office can best meet METRO's need and offers the best overall value; NOW, THEREFORE. BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: Section 1. The President & CEO is hereby authorized and directed to negotiate, execute and deliver a contract with the Texas General Land Office for an amount not to exceed $14 million. Section 2. This resolution is effective immediately upon passage. PASSED this 18 th day of March, 2010 APPROVED this 18 th day of March, 2010 D~ Chairman

7 RESOLUTION NO A RESOLUTION AUTHORIZING AND DIRECTING THE PRESIDENT & CEO TO NEGOTIATE, EXECUTE AND DELIVER AN INTERLOCAL AGREEMENT WITH THE DALLAS AREA RAPID TRANSIT FOR CO-LOCATION SPACE FOR METRO'S DISASTER RECOVERY EQUIPMENT; AND MAKING FINDINGS AND PROVISIONS RELATIVE TO THE SUBJECT. WHEREAS, METRO requires secondary space for its disaster recovery equipment; and WHEREAS, METRO's contract with its current co-location site provider will expire in April, 2010; WHEREAS, the Dallas Area Rapid Transit is willing to provide temporary colocation space for METRO's disaster recovery equipment, at substantially reduced costs, pending METRO's selection of a new provider; and WHEREAS, METRO and the Dallas Area Rapid Transit are authorized to enter into an interlocal agreement for a co-location site, pursuant to the Texas Interlocal Cooperation Act. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: Section 1. The President & CEO is hereby authorized and directed to negotiate, execute and deliver an Interlocal Agreement with Dallas Area Rapid Transit for a temporary co-location site for METRO's disaster recovery equipment for an amount not to exceed $125,000. Section 2. This resolution is effective immediately upon passage.

8 RESOLUTION NO Page 2 PASSED this 18 th day of March, 2010 APPROVED this 18 th day of March, 2010 ~ David S. Wolff Chairman of the Board

9 RESOLUTION NO A RESOLUTION AUTHORIZING AND DIRECTING THE PRESIDENT & CEO TO DELEGATE HIS SIGNATURE AUTHORITY FOR THE EXECUTION OF DEEDS CONVEYING LAND AND INTERESTS IN LAND TO THE CITY OF HOUSTON; AND MAKING FINDINGS AND PROVISIONS RELATIVE TO THE SUBJECT. WHEREAS, in 2008, METRO entered into a Consent Agreement with the City of Houston for the construction of the METRO Solutions light rail alignments on City of Houston right-of-way; and WHEREAS, under the terms of the Consent Agreement, title to additional rightof-way required for the METRO Solutions light rail alignments will be conveyed to the City of Houston; and WHEREAS, it is anticipated that over 600 right-of-way parcels will be acquired which must be conveyed to the City of Houston as a part of its public right-of-way; and WHEREAS, by way of Resolution No , the President & CEO is authorized to execute appropriate documents for the conveyance of real property or interests in real property to other public entities if the property is to be used for a public purpose and the consideration for such conveyances is less than $250,000; and WHEREAS, efficiency will be enhanced by the delegation of authority to the Managing Director of METRO Solutions to execute documents for the conveyance of property or interests in property to the City of Houston; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: Section 1. The President & CEO is hereby authorized to delegate to the Managing Director of METRO Solutions the authority granted to him under Resolution

10 RESOLUTION NO Page 2 No , to convey to the City of Houston real property or interests in real property acquired by METRO for construction of the METRO Solutions light rail alignments all in accordance with the provisions of said Resolution. Section 2. This resolution is effective immediately upon passage. PASSED this 18 th day of March, 2010 APPROVED this 18 th day of March, 2010 Hilda M. Montema or Assistant Secretary 51- David S. Wolff Chairman of the Board

11 RESOLUTION NO A RESOLUTION AUTHORIZING AND DIRECTING THE PRESIDENT & CEO TO EXECUTE AND DELIVER A MODIFICATION TO THE TRANSPORTATION IMPROVEMENT AGREEMENT FOR DESIGNATED AND FUTURE DESIGNATED PROJECTS WITH THE CITY OF HOUSTON; AND MAKING FINDINGS AND PROVISIONS RELATIVE TO THE SUBJECT. WHEREAS, METRO has committed to the dedication of 25% of its sales tax revenues for projects for the General Mobility; and WHEREAS, in 1999, METRO and the City of Houston executed the Transportation Improvement Agreement for Designated and Future Designated Projects ("Agreement") to provide for the expenditure of funds for eligible general mobility projects; and Agreement; WHEREAS. the Agreement is nearing expiration; and WHEREAS, METRO and the City of Houston wish to extend the term of the NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: Section 1. The Board of Directors hereby authorizes and directs the President & CEO to execute and deliver a modification to the Transportation Improvement Agreement for Designated and Future Designated Projects with the City of Houston, extending the term of the Agreement through April 30, 2010.

12 RESOLUTION NO Page 2 Section 2. This resolution is effective immediately upon passage. PASSED this 18 th day of March, 2010 APPROVED this 18 th day of March, 2010 Hilda M. Montem or Assistant Secretary ott; ChaIrman of the Board

13 RESOLUTION NO A RESOLUTION EXPRESSING SUPPORT FOR DEVELOPMENT OF THE US goa RAIL CORRIDOR CONNECTING THE MISSOURI CITY AREA WITH METRO'S EXISTING MAIN STREET METRO RAIL LINE; AUTHORIZATION FOR THE PRESIDENT & CEO TO PROCEED WITH FURTHER CORRIDOR STUDIES; ALLOCATION OF $500, TOWARDS THE COST OF SUCH CORRIDOR STUDIES; AND MAKING FINDINGS AND PROVISIONS RELATIVE TO THE SUBJECT. WHEREAS, in 2003, METRO obtained, by referendum, voter approval and authorization to sell bonds and other financial instruments for development of the METRO Solutions Transit System Plan (the "Plan"); and WHEREAS, the referendum included development of commuter rail transit consisting of approximately 8 miles of a commuter rail line following the Union Pacific railroad line parallel to US goa, from METRO's Fannin South Park and Ride facility and extending southwest to Fort Bend County ("US goa Rail Corridor"); and WHEREAS, regional mobility will be greatly enhanced by development ofthe US goa Rail Corridor; and WHEREAS, Federal funding may be available to advance development of the US goa Rail Corridor; and WHEREAS, this Board wishes to express its continuing full support for development of the US goa Rail Corridor, METRO's commitment to joint cooperation for transit improvements and METRO's intent to undertake such administrative action as necessary to proceed with development of this Corridor; and

14 RESOLUTION NO Page 2 WHEREAS, this Board wishes to allocate funding for such studies and analyses necessary for advancement of corridor development; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: Section 1. METRO fully supports development of the US goa Rail Corridor and will work in cooperation of other local entities for the implementation of commuter rail transit; and Section 2. The METRO Board of Directors hereby authorizes the President & CEO to expend up to $500, for additional studies and analyses. Section 3. The President & CEO is hereby authorized and directed to undertake such reasonable and necessary efforts to prepare, submit and execute appropriate documents with the Federal Transit Administration for environmental clearance and for receipt of Federal funding, including such other administrative actions as necessary. Section 4. The President & CEO is hereby authorized and directed to forward the US goa Rail Corridor Locally Preferred Alternative, when identified, to the Houston- Galveston Area Council for inclusion in the region's long range and short range transportation plans, and to other public agencies as appropriate. Section 5. The METRO Board of Directors hereby authorizes the President & CEO to take such administrative action as appropriate in furtherance of additional studies and analyses necessary to refine the alignment and station locations and to proceed with transit development within the US goa Rail Corridor.

15 RESOLUTION NO Page 3 Section 6. This resolution is effective immediately upon passage. PASSED this 18th day of March, 2010 APPROVED this 18th day of March, 2010 ~WOlff Chairman of the Board

16 RESOLUTION NO A RESOLUTION AUTHORIZING AND DIRECTING THE PRESIDENT & CEO TO NEGOTIATE, EXECUTE AND DELIVER APPROPRIATE DOCUMENTS FOR THE ACQUISITION OF LAND FOR A PARK AND RIDE FACILITY TO SERVE THE STATE HIGHWAY 288 CORRIDOR; AUTHORIZING AND DIRECTING THE PRESIDENT & CEO TO NEGOTIATE, EXECUTE AND DELIVER AN AGREEMENT WITH THE GULF COAST CENTER FOR THE OPERATION OF TRANSIT SERVICES TO AND FROM THE PARK AND RIDE FACILITY; AND MAKING FINDINGS AND PROVISIONS RELATIVE TO THE SUBJECT. WHEREAS, residential development has increased along the State Highway 288 Corridor, in the vicinity of the cities of Pearland and Manvel Texas, in Brazoria County; and WHEREAS, there is substantial public support for a Park and Ride facility to provide transit services along the State Highway 288 Corridor; and area; and WHEREAS, the cities of Pearland and Manvel are outside METRO's service WHEREAS, pursuant to Section of the Texas Transportation Code, METRO can provide transit services outside its service area by contract; and WHEREAS, the Board of Directors finds that it is appropriate that METRO partner with other local entities to better coordinate regional transit service that impact the greater Houston region and the METRO service area; and WHEREAS, federal monies are available to fund 50% of the net operating cost of the new park and ride services, with the remaining costs provided by local entities; and

17 RESOLUTION NO Page 2 WHEREAS, a 12 acre tract of land in the southwest corner of State Highway 288 and County Road 59, in Brazoria County, has been identified as the best location for a park and ride facility to serve the State Highway 288 Corridor; and WHEREAS, METRO is willing to acquire the land and coordinate the operation of transit services for the Park and Ride facility by the Gulf Coast Center; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE METROPOLITAN TRANSIT AUTHORITY THAT: Section 1. The President & CEO is hereby authorized and directed to negotiate, execute and deliver all appropriate documents for the acquisition of a 12-acre tract of land in the southwest corner of State Highway 288 and County Road 59, in Brazoria County, for a Park and Ride facility, for an amount consistent with Just Compensation. Section 2. The President & CEO is hereby authorized and directed to negotiate, execute and deliver an agreement with the Gulf Coast Center for operation of the Park and Ride facility. Section 3. This resolution is effective immediately upon passage. PASSED this 18 th day of March, 2010 APPROVED this 18 th day of March, 2010 ATIEST: ((J;Olff Chairman