METROPOLITAN TRANSIT AUTHORITY OF HARRIS COUNTY, TEXAS MINUTES OF A MEETING OF THE BOARD OF DIRECTORS December 14, 2017 I. CALL TO ORDER 1 A meeting of the Board of Directors of the Metropolitan Transit Authority of Harris County, Texas ("METRO") was held on December 14, 2017, at 1900 Main Street, Houston, TX in the Board room on the 2 nd floor. Chair Carrin F. Patman presided over the meeting. The following directors were present: Carrin Patman, Chair (City of Houston) Lisa Castañeda (Harris County) Lex Frieden (City of Houston) San jay Ramabhadran (City of Houston) Jim Robinson, First Vice Chair (Harris County) Christof Spieler (City of Houston) Chair Patman called the meeting to order at 10:03 a.m. It was determined that all members of the Board of Directors were present, except for Ms. Siegel and Messrs. Elder and Taylor, and that the required notice of the meeting had been given and that a quorum was present. II. APPROVAL OF THE MINUTES Chair Patman called for a motion to approve the minutes of the Board of Directors meeting on November 16, 2017. Upon motion duly made by Mr. Ramabhadran, and seconded by Mr. Spieler, such minutes were unanimously approved as presented at the meeting. 2 III. PUBLIC COMMENTS As the next order of business, Chair Patman turned to the receipt of comments from the public. First, Mark Smith complained about being passed up recently at a bus stop by two buses, causing him to miss the last bus on his route. Mr. Smith obtained transportation home that evening through METRO's Guaranteed Ride Home Program, but noted that METRO should provide additional training to bus operators to prevent similar service issues. Dominic Mazoch also provided certain suggestions to include in the METRONext planning phase, such as wrapping a bus to promote the process and having less formal public meetings. David Tidmore then complimented METRO on the training of its bus operators and expressed his support for allowing the City of Houston to utilize METRO's property as a temporary homeless shelter. Mr. Tidmore observed that some METRO bus shelters are occupied by homeless persons who are not METRO customers, which prevents METRO patrons from utilizing the bus shelters while they wait for bus service. Next, several community members spoke against the proposal, raising among other things certain potential health, safety and property value concerns. IV. PRESIDENT & CEO REPORT President & CEO Tom Lambert provided a report on the following matters: 1 Motions: 2017-58 to 2017-65; Resolutions: 2017-94 to 2017 - I 07 2 Motion 2017-58 Page 1 of 6
A midyear safety seminar hosted by METRO for the American Public Transit Association, which focused on safety management systems, hazard and risk management, safety rules and safety-related training and technology's increasing role in safety. Mr. Lambert noted that 71 transit safety leaders were in attendance at the seminar. METRO's Blue Santa program, which recently served dinner to 75 people at Bo's Place, a nonprofit organization that provides grief support services to adults, children and families. Mr. Lambert noted that nearly $5,000 was donated to the organization on behalf of the Blue Santa program. He further noted that METRO's Blue Santa Program also continued its tradition for the past seven years of hosting a holiday party and donating gifts to families and children receiving care at the Children's Memorial Hermann Hospital in the Texas Medical Center. Participation by METRO personnel at each bus operating facility in the Adopt a School program for the seventh year. As part of the program, each operating facility hosted a holiday party for, and donated gifts to, 30 disadvantaged students at an elementary school in their service area. METRO's participation in the Put A Sock In lt Program, which was started by Patricia Moon to collect sock donations from each METRO facility and distribute the socks to organizations that assist the homeless. Recognition of METRO employee Terry Ear for his act of heroism in rescuing two individuals who were trapped in a vehicle after an accident. Recognition of Jeffrey Hong, a University of Houston honors student who completed an internship at METRO in the Public Engagement department and the Planning, Engineering and Construction department. Mr. Hong was the recipient of a paid internship funded by the Corella & Bertram F. Bonner Foundation. Mr. Lambert also recognized Alison Leland, Associate Program Director with the University of Houston, for the University of Houston's partnership and support of the Bonner Leaders Program, a national community service-based scholarship program. V. CHAIR REPORT Next, Chair Patman acknowledged the recent passing of longtime civic leader and former Houston Council Member Peter Brown, lauding his numerous contributions to city development and his support for public transportation. She also recognized Dr. Frieden for receiving the 2017 Fries Prize Award for Improving Health at the American Public Health Association's annual meeting. Chair Patman noted that Dr. Frieden was an architect of the Americans with Disabilities Act, who continues to advocate for health improvements and rights for the disabled community. Chair Patman then reported on the State of METRO luncheon hosted by The Greater Houston Partnership. At the luncheon, Chair Patman and Mr. Lambert highlighted METRO's recent accomplishments and plans for future transit in the region during an interview with the Greater Houston Partnership CEO Bob Harvey. VI. MONTHLY WORKING COMMITTEE REPORTS Page 2 of 6
At Chair Patman's request, the chairs of the working committees of the Board of Directors reported on their monthly committee meetings during December. 3 Finance & Audit Committee: A meeting was held on December 11, 2017 to review the monthly financial, investment and compliance reports. The committee also discussed the extension of existing commercial paper credit facilities and the issuance of debt instruments to restructure and refund existing debt. Capital & Strategic Planning Committee: A meeting was held on December 11, 2017 to discuss the extension of a lease with the Harris County Sheriff's Office. Additionally, the committee received a briefing on updates to METRONext. Public Safety, Customer Service & Operations Committee: A meeting was held on December 11, 2017 to discuss various items including maintenance, support and other services for METRO's radio communications system; the repair and replacement of equipment damaged by Hurricane Harvey; the operation and maintenance of the HOV/HOT automated reversible gates; the procurement of additional 45-foot diesel commuter buses and non-commissioned security guard services; non-warranty service repairs of buses; and a proposed interlocal agreement with the City of Houston for the temporary use ofmetro's Buffalo Bayou bus operating facility as a low barrier homeless shelter. The committee also received a monthly report on public safety and operations and an update on METRORail safety. Administration Committee: A meeting was held on December 11, 2017 to discuss various routine matters, including entering into contracts for legislative coordination services. In addition, management provided monthly reports on human resources metrics, government affairs and media. The committee also received a marketing update, a briefing on the fare collection system replacement and an overview of ridership and client services. VII. CONSENT AGENDA ITEMS Chair Patman called for approval of consent agenda items 6 through 13. Mr. Robinson moved, seconded by Mr. Ramabhadran, to approve the items en bloc. The motion was unanimously approved. 4 Resolution 2017-94 (Agenda Item 6): Approval of a resolution approving the 2018 METRO Board of Directors monthly regular Board meeting calendar. A copy of the approved Resolution (2017-94) has been included in the official record. Resolution 2017-95 (Agenda Item 7): Approval of a resolution approving and accepting the December 2017 working committee reports, including the financial and investment reports. A copy of the approved Resolution (2017-95) has been included in the official record. Resolution 2017-96 (Agenda Item 8): Approval of a resolution authorizing the President & CEO to enter into a one-year contract with Motorola Solutions, Inc. for maintenance, support and certain other services for METRO's radio communications system. A copy of the approved Resolution (2017-96) has been included in the official record. 3 Ms. Castañeda presented in Ms. Siegel's absence. 4 Motion 2017-59 Page 3 of 6
Resolution 2017-97 (Agenda Item 9): Approval of a resolution authorizing the President & CEO to modify the current HOV/HOT Lanes Operation & Maintenance contract with TransCore. A copy of the approved Resolution (2017-97) has been included in the official record. Resolution 2017-98 (Agenda Item 1 O): Approval of a resolution authorizing the President & CEO to execute a five-year contract with TransCore to manage, operate and maintain the ARGO equipment used to open and close METRO's HOV/HOT Lanes Network and to provide certain other related maintenance services. A copy of the approved Resolution (2017-98) has been included in the official record. Resolution 2017-99 (Agenda Item 11 ): Approval of a resolution authorizing the President & CEO to modify Contract No. 7217003160 with Motor Coach Industries to exercise the second option to purchase ten diesel commuter buses. A copy of the approved Resolution (2017-99) has been included in the official record. Resolution 2017-100 (Agenda Item 12): Approval of a resolution authorizing the President & CEO to execute a two-year contract with Cummins Southern Plains for certain necessary non-warranty service repairs to METRO's fleet of buses. A copy of the approved Resolution (2017-100) has been included in the official record. Resolution 2017-101 (Agenda Item 13): Approval ofa resolution authorizing the President & CEO to execute a three-year contract with Allied Universal for non-commissioned services. A copy of the approved Resolution (2017-1 O 1) has been included in the official record. VIII. SEP ARA TE CONSIDERATION Next, Chair Patman called for consideration of the below items separately by the Board. Resolution 2017-102 (Agenda Item 19): Dr. Frieden moved, seconded by Mr. Ramabhadran, approval of a resolution authorizing the President & CEO to execute a sixmonth Interlocal Agreement with the City of Houston for the use of a portion of the Buffalo Bayou Operating Facility as a temporary homeless shelter pilot program, with options to extend for two additional terms, and to approve up to $100,000 in minor modifications to such property, including fencing and installing a commercial gate. An extensive discussion followed on the matter. Mr. Robinson and Ms. Castañeda voted against the item. All other Board members present voted in favor of the item and the Resolution (2017-102) was approved. A copy has been included in the official record. 5 Resolution 2017-103 (Agenda Item 14): Ms. Castañeda moved, seconded by Mr. Robinson, approval of a resolution: authorizing the execution and delivery of the first amendment to the credit agreement for the sales and use tax commercial paper notes Series A-1 with JPMorgan Chase Bank, National Association, and the first amendment to the credit agreement for the sales and use tax commercial paper notes Series A-3 with State Street Bank and Trust Company and the related fee letter agreements and loan notes with 5 Motion 20 I 7-60 Page 4 of 6
each bank, each substantially in the form included in the Board meeting materials; approving and authorizing METRO's Chief Financial Officer Art Smiley, and the other authorized representatives designated in the resolution included in the Board meeting materials to act on behalf of METRO to carry out the terms of each credit agreement and fee letter; and approving an extension of the term of each credit agreement to June 30, 2021 and a reduction in State Street Bank and Trust's commitment under its credit agreement to $25 million, and an increase in JPMorgan Chase Bank's commitment under its credit agreement to $140 million. All Board members present voted in favor of the item. A copy of the approved Resolution (2017-103) has been included in the official record. 6 Resolution 2017-104 (Agenda Item 15): Ms. Castañeda moved, seconded by Mr. Robinson, approval of a resolution: authorizing the issuance, sale and delivery of sales and use tax refunding contractual obligations Series 20 l 7C for the purpose of refinancing prior contractual obligations for the maximum amount of $50 million which includes cost of issuance; approving the execution and delivery of the escrow agreement and other related agreements authorized in the resolution included in the Board meeting materials; and authorizing METRO's Chief Financial Officer Art Smiley and the other authorized representatives designated in the resolution included in the Board meeting materials to affect the sale of and approve the final terms of the contractual obligations, including the amount, interest rates and price and certain other procedures and provisions related to the issuance, subject to the terms, limitations and conditions set forth in the resolutions included in the Board meeting materials. All Board members present voted in favor of the item. A copy of the approved Resolution (20 I 7-104) has been included in the official record. 7 Resolution 2017-105 (Agenda Item 16): Ms. Castañeda moved, seconded by Mr. Ramabhadran, approval of a resolution authorizing the President & CEO to execute a oneyear contract with each of Brown Consulting and FTI Consulting for legislative coordination and consulting services. All Board members present voted in favor of the item. A copy of the approved Resolution (2017-105) has been included in the official record. 8 Resolution 2017-106 (Agenda Item 17): Mr. Spieler moved, seconded by Mr. Ramabhadran, approval of a resolution authorizing the President & CEO to amend the lease agreement with the Harris County Sheriff's Office for a portion of the Buffalo Bayou Bus Operating Facility in order to extend the term to December 31, 2018 and to approve the lease amount specified in the Board meeting materials. All Board members present voted in favor of the item. A copy of the approved Resolution (2017-106) has been included in the official record. 9 Resolution 2017-107 (Agenda 18): Mr. Robinson moved, seconded by Mr. Ramabhadran, a resolution approving the amendment and restatement of METRO's bylaws in the form included in the Board meeting materials in order to clarify the Chair of the Board's authority to establish and modify various Board committee meeting and governance 6 Motion 2017-61 7 Motion 2017-62 8 Motion 2017-63 9 Motion 2017-64 Page 5 of 6
procedures from time to time. All Board members present voted in favor of the item. A copy of the approved Resolution (2017-107) has been included in the official record. 10 IX. EXECUTIVE SESSION 11 At Chair Patman's request, the Board of Directors went into executive session pursuant to the Texas Government Code 551.071, 551.072, 551.074 and 551.076 to seek advice from counsel on legal matters and to consider matters related to pending and potential litigation; to deliberate on matters concerning real property; to deliberate on certain personnel matters; or to deliberate regarding security devices. No action was taken or voted on in executive session. XI. FUTURE MEETING The next regular meeting of the Board of Directors will be held on Thursday, January 25, 2018, at 10:00 a.m. at 1900 Main Street, in the Board Room on the second floor. XII. ADJOURNMENT There being no further business before the Board, Mr. Ramabhadran made a motion for adjournment, which was seconded by Mr. Robinson. All Board members present voted in favor of the motion. Chair Patman adjourned the meeting at 1 :46 p.m. Respectfully submitted, Cydonii 'ax Executi e Vice President, General Counsel and Assistant Board Secretary 10 Motion 2017-65 11 Chair Patman announced at 12:09 pm that the Board would go into executive session. She reconvened the Board meeting at 1:46pm. Page 6 of 6