Executive Session of Chapter 551 of the Texas Government Code:

~ NOTICE OF MEETING ~ CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS MEETING 2910 East Fifth Street Austin, TX 78702 ~ AGENDA ~ Executive Assistant/Board Liaison Gina Estrada 512-389-7458 Monday, July 29, 2013 12:00 PM Capital Metro Board Room I. Pledge of Allegiance II. III. IV. Public Comment: Advisory Committee Updates: 1. Update on the Customer Satisfaction Advisory Committee (CSAC); and 2. Update on the Access Advisory Committee (AAC). Executive Session of Chapter 551 of the Texas Government Code: Section 551.071 for legal advice- Transit Service Transition V. Board Committee Updates: 1. Finance, Audit and Administration Committee; and 2. CAMPO update VI. VII. Reports: 1. Planning/Development 2. Operations 3. Finance 4. President's Report Consent Items 1. Resolution-(ID # 2398) Approval of the minutes for June 21, 2013 board work session and board meeting. 2. Resolution-(ID # 2545) Approval of a resolution approving and adopting an updated Charter Statement for the Finance, Audit and Administration Committee. 3. Resolution-(ID # 2543) Approval of a resolution authorizing the president/ceo, or her designee, to finalize and execute a contract with Am-Rail Construction Inc. for Railroad Crossing Surface Rehabilitation at Hwy 281, located between Burnet and Marble Falls, and at FM 3177 (Decker Lane), located between Austin and Manor, in an amount not to exceed $198,528. 4. Resolution-(ID # 2542) Approval of a resolution authorizing the president/ceo, or her designee, to finalize and execute a contract with Herzog Technologies Inc. for Railroad Signal Upgrades at Hwy 281 between Burnet and Marble Falls and at FM 973 in Manor in an amount not to exceed $214,770. Board of Directors Page 1 Printed 7/25/2013

Regular Meeting Agenda July 29, 2013 VIII. Action Items: 1. Resolution-(ID # 2540) Approval of a resolution authorizing the president/ceo, or her designee, to exercise the three remaining one-year options to the existing contract with Rosemark Commercial Facilities Management Services for maintenance services not to exceed a cumulative total of $2,304,936 for the revised four-year contract term. 2. Resolution-(ID # 2503) Approval of a resolution authorizing the president/ceo, or her designee, to finalize and execute a modification to the contract with ACS/Xerox for Dynamic Message Sign maintenance in an amount not to exceed $294,734 for a period of seventeen (17) months. 3. Resolution-(ID # 2518) Approval of a resolution authorizing the president/ceo, or her designee, to finalize and execute an interlocal agreement with the Capital Area Rural Transportation System (CARTS) for the provision of transit service in the Georgetown area for an amount not to exceed $312,000, of which $156,000 would be provided by the City of Georgetown and $156,000 in FTA 5307 funds in the 2014 fiscal year. 4. Resolution-(ID # 2517) Approval of a resolution authorizing the president/ceo, or her designee, to negotiate and execute an interlocal agreement with the City of Georgetown for use of FTA 5307 funds to support continued public transportation service for FY 2014 for an amount not to exceed $156,000, to be matched by $156,000 in funds from the City of Georgetown, and to provide planning assistance to the City of Georgetown for the development of a transit development plan. IX. Presentations: 1. Presentation-(ID # 2537) MetroRapid Project Quarterly Report 2. Presentation-(ID # 2550) Project Connect Communications Plan 3. Presentation-(ID # 2551) Proposed FY2014 Budget Overview X. Items for Future Discussion: XI. Adjournment ADA Compliance Reasonable modifications and equal access to communications are provided upon request. Please call (512)389-7458 or email gina.estrada@capmetro.org if you need more information. BOARD OF DIRECTORS: Mayor Pro Tem Mike Martinez, chairperson; John Langmore, vice chair; Beverly S. Silas, board secretary; Council Member Chris Riley; Mayor Justine Hlista; Frank Fernandez; Ann M. Stafford and Norm Chafetz. Board Liaison: Gina Estrada (512)389-7458, email gina.estrada@capmetro.org if you need more information. The Board of Directors may go into closed session under the Texas Open Meetings Act. In accordance with Texas Government Code, Section 551.071, consultation with attorney for any legal issues, under Section 551.072 for real property issues; under Section 551.074 for personnel matters, or under Section 551.076, for deliberation Board of Directors Page 2 Printed 7/25/2013

Regular Meeting Agenda July 29, 2013 regarding the deployment or implementation of security personnel or devices; arising regarding any item listed on this agenda. XII. Resolutions Board of Directors Page 3 Printed 7/25/2013

Capital Metropolitan Transportation Authority MEETING DATE: 07/29/2013 Board of Directors (ID # 2398) Board Minutes for June 24, 2013 7.1 SUBJECT: Approval of the minutes for June 21, 2013 board work session and board meeting. FISCAL IMPACT: Does not apply.. STRATEGIC GOAL ALIGNMENT: STRATEGIC OBJECTIVE(S): 1. Provide a Great Customer Experience 1.1 Increase User Friendliness DBE PARTICIPATION: Does not apply. RESPONSIBLE DEPARTMENT: Board of Directors Page 1 Packet Pg. 4

7.1 RESOLUTION OF THE CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS STATE OF TEXAS COUNTY OF TRAVIS RESOLUTION (ID # 2398) Board Minutes for June 24, 2013 Approval of the board minutes for June 21, 2013 work session and board meeting. Date: July 29, 2013 Secretary of the Board Frank Fernandez Page 2 Packet Pg. 5

Capital Metropolitan Transportation Authority MEETING DATE: 07/29/2013 Board of Directors (ID # 2545) Finance, Audit and Administration Committee Charter 7.2 SUBJECT: Approval of a resolution approving and adopting an updated Charter Statement for the Finance, Audit and Administration Committee. FISCAL IMPACT: Does not apply.. STRATEGIC GOAL ALIGNMENT: STRATEGIC OBJECTIVE(S): 1. Provide a Great Customer Experience 1.1 Increase User Friendliness EXPLANATION OF STRATEGIC ALIGNMENT: Capital Metro's two board committees assist the board of directors in providing strong governance and play a key advisory role to the full board. Their expertise and in-depth look at issues before the board is vital to our long-term strategic planning. BUSINESS CASE: Does not apply. COMMITTEE RECOMMENDATION: This agenda item was presented and is recommended for approval by the Finance, Audit and Administration Committee on July 16, 2013. EXECUTIVE SUMMARY: In 2010 each of the committees of the board of directors adopted Committee Charter Statements defining their areas of responsibility. A periodic review of these charters was requested by the board upon adoption and allows the committees to ensure that the charters still meet the needs and parameters of each committee. The Finance, Audit and Administration Committee discussed proposed changes to its charter at its July meeting and recommended changes to its charter for approval by the full board of directors. A summary of the recommended changes are as follows: - additional bullet point added under Internal Control responsibilities for the Committee to review and provide oversight for technology investments and processes. - Committee name updated to Finance, Audit and Administration throughout. DBE PARTICIPATION: Does not apply. PROCUREMENT: Does not apply. RESPONSIBLE DEPARTMENT: Board of Directors Page 1 Packet Pg. 6

7.2 RESOLUTION OF THE CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS STATE OF TEXAS COUNTY OF TRAVIS RESOLUTION (ID # 2545) Finance, Audit and Administration Committee Charter WHEREAS, the board of directors has established committees made up of members of the Board to consider specified areas of interest to the Authority; and WHEREAS, the board of directors has adopted Committee Charter Statements that define the roles and responsibilities of each of these committees; and WHEREAS, the board of directors desires to update the Committee Charter Statement to reflect current roles and responsibilities. NOW, THEREFORE, BE IT RESOLVED that the Capital Metropolitan Transportation Authority board of directors hereby approves and adopts the attached updated Committee Charter Statement for the Finance, Audit and Administration Committee.. Date: July 29, 2013 Secretary of the Board Frank Fernandez Page 2 Packet Pg. 7

7.2.a CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY FINANCE & AUDIT COMMITTEE CHARTER PURPOSE To assist the Capital Metropolitan Transportation Authority (Capital Metro) Board of Directors in fulfilling its oversight responsibilities for accounting and financial reporting processes, the system of internal controls, the audit processes, and systems for monitoring compliance with laws, regulations, and the Capital Metro Code of Conduct. Executive management is responsible for preparing complete and accurate financial statements, managing business and financial risk, and for monitoring internal controls and compliance with all applicable laws, regulations, and internal policies and procedures. The Board of Directors has oversight responsibility in these areas and is charged with establishing and supporting an adequate control environment within the organization for ensuring accountability and demonstrating proper stewardship over public funds. AUTHORITY The Finance & Audit Committee has authority to conduct or authorize investigations into any matters within its scope of responsibility. It is empowered to: Ensure the independence of any registered public accounting firm employed by Capital Metro. Resolve any disagreements between management and the auditor regarding financial reporting. Provide oversight and direction of the internal audit function. Use independent counsel, accountants, auditors, or others to advise the Committee or to assist in the conduct of an investigation. Seek any information it requires from employees all of whom are directed to cooperate with the Committee's requests or external parties. MEMBERSHIP The Finance & Audit Committee shall consist of at least three members of the Board of Directors. The Board will appoint Committee members and the Committee Chairperson. Each member of the Committee must be financially literate, as the board interprets such qualification in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment. In addition, one member of the Committee must be a metropolitan planning organization appointee with at least 10 years of experience as a financial or accounting professional. Committee members shall be free of any relationship that would interfere with his or her individual exercise of independent judgment. EDUCATION Capital Metro executive management is responsible for providing the Committee with educational resources related to accounting principles and procedures, risk management, ethics, and other information that may be requested by the Committee. Capital Metro executive management shall assist the Committee in maintaining appropriate financial and compliance literacy. Page 1 of 4 FINANCE AND AUDIT COMMITTEE CHARTER HB#772877 Packet Pg. 8 Attachment: DOCUMENT_RECORDS_MGT-#772877-v1-2013_Board_Finance_and_Audit_Committee_Charter DRAFT (2545 : Finance, Audit and

7.2.a MEETINGS The Committee will meet at least four times a year, with authority to convene additional meetings, as circumstances require. All meetings will be conducted in accordance with the Texas Open Meetings Act. Committee members are expected to attend each meeting. The Committee may direct members of management, auditors, or others to attend meetings and provide pertinent information, as necessary. RESPONSIBILITIES The Committee will carry out the following responsibilities: Financial & Other Reporting: The Finance & Audit Committee shall provide reasonable assurance to the Board that financial information reported by management substantively portrays Capital Metro s financial condition, results of operations, plans, and long-term commitments. The Finance & Audit Committee may review other reports requiring Board approval prior to submission to public sector entities. The Finance & Audit Committee will: Review fiscal, investments, and other financial management policies and practices including but not limited to: o Operating & Capital Budgeting o Procurement and contracting o Revenue (e.g., grants, fare structure, new revenue opportunities including partnerships with external entities) o Debt and investments o Disadvantaged Business Enterprise (DBE) Program o Insurance and risk management Review financial statements, including interim financial statements, auditor's opinions and management letters and consider whether they are complete, consistent with information known to Committee members, and reflect appropriate accounting principles. Internal Control: The Finance & Audit Committee shall understand Capital Metro's key financial reporting risk areas and the internal control structure. The Committee will: Consider the effectiveness of Capital Metro s internal control systems, including information technology security and control. Understand the scope of internal and external auditors' review of internal controls over financial reporting, and obtain reports on significant findings and recommendations, together with management's responses. Review and provide oversight for technology investments and processes that support the Authority s strategic financial goals and objectives. Review the reports and results of internal and external audits. Internal Audit: The Finance & Audit Committee shall provide direct oversight of Capital Metro's internal audit function. To facilitate the effectiveness and independence of the internal audit function, the internal audit function is ultimately accountable to the Board of Directors and Audit Committee. The Committee will: Make recommendations to the full Board of Directors regarding the appointment and removal of the Chief Audit Executive. Review with management and the Chief Audit Executive the charter, audit plans, activities, staffing, and organizational structure of the internal audit function. Page 2 of 4 FINANCE AND AUDIT COMMITTEE CHARTER HB#772877 Packet Pg. 9 Attachment: DOCUMENT_RECORDS_MGT-#772877-v1-2013_Board_Finance_and_Audit_Committee_Charter DRAFT (2545 : Finance, Audit and

7.2.a Ensure there are no unjustified restrictions or limitations on the internal audit function Review audit results, reports, and recommendations and ensure adequate management follow-up and resolution. Meet with the Chief Audit Executive to discuss any matters that the Committee or internal audit believes should be discussed. Request internal auditors to perform special studies, investigations, or other services in matters of interest or concern to the Committee or Board that may be outside the scope of the approved Audit Services Plan. Such projects could include investigation of areas of high control risk, potential or suspected fraud or other irregularities, compliance with laws, regulations, policies and procedures, or evaluation of external auditors. Conduct an annual performance review and evaluation of the Chief Audit Executive. Review the effectiveness of the internal audit function through periodic external quality assurance reviews. External Audit: The Finance & Audit Committee shall assure independence in fact and in appearance of all external financial assurance services. External auditors are ultimately accountable to the Board of Directors and Finance & Audit Committee. The Committee will: Consider the facts and circumstances of each case in order to determine if firm or audit partner rotation is needed in order to ensure an independent financial audit. Approve in advance any non-audit services by external auditors or their consulting practice/affiliates. External auditors shall not (1) provide non-audit services that involve performing management functions or making management decisions and (2) audit their own work or provide non-audit services that are significant or material to the subject matter of the audits. Meet with the external auditors to discuss any matters that the Committee or auditors believe should be discussed in detail. Review with management and the external auditors the results of the audit, including any serious difficulties or disputes with management encountered during assurance work. Compliance: The Finance & Audit Committee shall provide reasonable assurance to the Board of Directors that its policies are being carried out and that systems are in place to ensure compliance with laws and regulations. The Committee will: Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management's investigation and follow-up (including disciplinary action) of any instances of noncompliance. Review the findings of any examinations by regulatory agencies, and any auditor observations. Review the process for communicating the Code of Conduct to company personnel and for monitoring compliance therewith. Obtain regular updates from the Board Ethics Officer and the Staff Ethics Officer regarding ethics and compliance matters. Reporting Responsibilities: The Finance & Audit Committee will: Report and recommend action, as appropriate to the Board of Directors about Committee activities, issues, and related recommendations. Provide an open avenue of communication between internal audit, the external auditors, and the Board of Directors. Review any other reports Capital Metro issues that relate to Committee responsibilities. Page 3 of 4 FINANCE AND AUDIT COMMITTEE CHARTER HB#772877 Packet Pg. 10 Attachment: DOCUMENT_RECORDS_MGT-#772877-v1-2013_Board_Finance_and_Audit_Committee_Charter DRAFT (2545 : Finance, Audit and

7.2.a Other Responsibilities: The Finance & Audit Committee will: Perform other activities related to this charter as requested by the Capital Metro Board of Directors. Review and assess the adequacy of the Committee charter annually, requesting board approval for proposed changes, and ensure appropriate disclosure as may be required by law or regulation. Confirm annually that all responsibilities outlined in this charter have been carried out. History: See most recent Committee approvals at: DOCUMENT_RECORDS_MGT-#335187-2009 Board Resolutions Nos. 057-068 (Resolution CMTA- 2009-60 p. 23/29) DOCUMENT_RECORDS_MGT-#209034-2007 Board Resolution November Nos. 084-089 Page 4 of 4 FINANCE AND AUDIT COMMITTEE CHARTER HB#772877 Packet Pg. 11 Attachment: DOCUMENT_RECORDS_MGT-#772877-v1-2013_Board_Finance_and_Audit_Committee_Charter DRAFT (2545 : Finance, Audit and

Capital Metropolitan Transportation Authority MEETING DATE: 07/29/2013 Board of Directors (ID # 2543) TxDOT Reimbursable Projects: Hwy 281 & FM 3177 Crossings 7.3 SUBJECT: Approval of a resolution authorizing the president/ceo, or her designee, to finalize and execute a contract with Am-Rail Construction Inc. for Railroad Crossing Surface Rehabilitation at Hwy 281, located between Burnet and Marble Falls, and at FM 3177 (Decker Lane), located between Austin and Manor, in an amount not to exceed $198,528. FISCAL IMPACT: Funding for this action is available in the FY2013 capital budget and will be fully reimbursed by TxDOT.. STRATEGIC GOAL ALIGNMENT: STRATEGIC OBJECTIVE(S): 1. Provide a Great Customer Experience 1.2 Make Riding Safe and Reliable and Accessible EXPLANATION OF STRATEGIC ALIGNMENT: The Rehabilitation of the crossing surfaces at Hwy 281 and FM 3177 will improve the safe passage and comfort of vehicular traffic across the track. The track located in the crossing will be upgraded with new ties, rail and crossing panels BUSINESS CASE: Capital Metro rail facilities will be improved with the costs reimbursed by TxDOT. COMMITTEE RECOMMENDATION: This agenda item was presented and is recommended for approval by the Finance, Audit and Administration Committee on July 16, 2013. EXECUTIVE SUMMARY: TXDOT authorized the installation of concrete crossing panels at the Hwy 281 and FM3177 railroad crossings through the State Railroad Grade Crossing Re-planking Program. Through the State-Railroad Master Agreement, the State pays the actual cost of the installation. The crossing surface at these locations has deteriorated to the point that the crossings must be rehabilitated. The Hwy 281 crossing is in the West Subdivision and the FM 3177 crossing is in the East Subdivision. The railroad serves only freight on the East and West Subdivisions. The work of this Contract will not negatively affect service to freight customers. Two to four trains per day normally service the East Subdivision and four to six trains per day service the West Subdivision. This Contract will include the installation of concrete crossing panels, new crossties, new rail and new ballast and will include the surfacing of the track. Capital Metro will be reimbursed, by TxDOT, for 100% of the cost of this contract for an amount not to exceed $198,528. Excavation, asphalt paving and traffic control will be provided by TXDOT forces. Page 1 Packet Pg. 12

7.3 DBE PARTICIPATION: Contractor established "Good Faith" efforts and will be utilizing the following DBE subcontractor/s. 13% DBE SERVICE/PRODUCT $ % BMW Hauling 4% Trucking PROCUREMENT: On May 7, 2013 an Invitation for Bids was issued and formally advertised. By the closing date of June 6, 2013, two bids were received. Am-Rail Construction, Inc. submitted the lowest responsive bid and was determined to be a responsible bidder. The price was determined to be fair and reasonable based on adequate competition. The contract is a firm fixed price type contract. The period of performance is 120 calendar days from Notice to Proceed. Bid Items 8.1-8.8, 9.1-9.7 and 10.1-10.3 inclusive: $198,528.00 RESPONSIBLE DEPARTMENT: Rail Operations Page 2 Packet Pg. 13

7.3 RESOLUTION OF THE CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS STATE OF TEXAS COUNTY OF TRAVIS RESOLUTION (ID # 2543) TxDOT Reimbursable Projects: Hwy 281 & FM 3177 Crossings WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management desire to continue to improve services to its customers through new or improved transportation facilities; and WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management recognize the need to improve Capital Metro s rail asset to assure the safe movement of freight and passengers. NOW, THEREFORE, BE IT RESOLVED by the Capital Metropolitan Transportation Authority board of directors that the president/ceo, or her designee, is authorized to finalize and execute a contract with Am-Rail Construction Inc. for Railroad Crossing Surface Rehabilitation at Hwy 281, located between Burnet and Marble Falls, and at FM 3177 (Decker Lane), located between Austin and Manor, in an amount not to exceed $198,528. Date: July 29, 2013 Secretary of the Board Frank Fernandez Page 3 Packet Pg. 14

Capital Metropolitan Transportation Authority MEETING DATE: 07/29/2013 Board of Directors (ID # 2542) TxDOT Reimbursable Projects: FM 973 & Hwy 281 Signals 7.4 SUBJECT: Approval of a resolution authorizing the president/ceo, or her designee, to finalize and execute a contract with Herzog Technologies Inc. for Railroad Signal Upgrades at Hwy 281 between Burnet and Marble Falls and at FM 973 in Manor in an amount not to exceed $214,770. FISCAL IMPACT: Funding for this action is available in the FY2013 capital budget and will be fully reimbursed by TxDOT.. STRATEGIC GOAL ALIGNMENT: STRATEGIC OBJECTIVE(S): 1. Provide a Great Customer Experience 1.2 Make Riding Safe and Reliable and Accessible EXPLANATION OF STRATEGIC ALIGNMENT: The upgrade of the signals at Hwy 281 and FM 973 will improve safety measures. The upgrades at FM 973 will help improve automobile traffic patterns in Manor. BUSINESS CASE: Capital Metro rail facilities will be improved at no cost to the Organization. COMMITTEE RECOMMENDATION: This agenda item was presented and is recommended for approval by the Finance, Audit and Administration Committee July 16, 2013. EXECUTIVE SUMMARY: TXDOT authorized the replacement of crossing signals equipment at Hwy 281 through the Federal Signal Program. Through the State- Railroad Master Agreement, the State pays the actual cost of the work. The work involves the replacement of an existing Cantilever and an upgraded Crossing Warning Control System. This crossing is in the West subdivision of the Capital Metro Railroad. The railroad serves only freight on the West subdivision. The work of this Contract will not affect service to freight customers. TXDOT authorized the installation of pre-emption connections at the FM 973 railroad crossing in Manor, TX. The pre-emption will connect to new traffic signals at the intersection of FM 973 and Parsons Street. TXDOT will reimburse Capital Metro for the cost of the work from state funds as a cost associated with the new traffic signals. The Hwy 281 crossing is in the West Subdivision and the FM 973 crossing is in the East Subdivision. The railroad serves only freight on the East and West Subdivisions. The work of this Contract will not negatively affect service to freight customers. Two to four trains per day normally service the East Subdivision and four to six trains per day service the West Subdivision. The work performed under this contract will be performed by Herzog Technologies Inc. (HTI), which is independent of Herzog Transportation Services, Inc. (HTSI), the Page 1 Packet Pg. 15

7.4 company responsible for our current Operations and Maintenance Contract. The work performed through this contract will not utilize any HTSI employee, equipment, or materials that are currently assigned to the HTSI Operations and Maintenance Contract. Capital Metro will be reimbursed for 100% of the cost of this Contract for an amount not to exceed $214,770. DBE PARTICIPATION: Due to the specialized nature of this project, DBE participation has been set as race neutral. PROCUREMENT: On May 7, 2013 an Invitation for Bids was issued and formally advertised. By the closing date of June 6, 2013, one bid was received. Herzog Technologies, Inc. submitted the sole responsive bid and was determined to be a responsible bidder. The price was determined to be fair and reasonable based on a cost analysis and price analysis with previous cancelled bid in 2012. The contract is a firm fixed price type contract. The period of performance is 120 calendar days from Notice to Proceed. Bid Items 8.1-8.7, 9.1-9.4 inclusive: $214,770 RESPONSIBLE DEPARTMENT: Rail Operations Page 2 Packet Pg. 16

7.4 RESOLUTION OF THE CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS STATE OF TEXAS COUNTY OF TRAVIS RESOLUTION (ID # 2542) TxDOT Reimbursable Projects: FM 973 & Hwy 281 Signals WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management desire to continue to improve services to its customers through new or improved transportation facilities; and WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management recognize the need to improve Capital Metro s rail asset to assure the safe movement of freight and passengers. NOW, THEREFORE, BE IT RESOLVED by the Capital Metropolitan Transportation Authority board of directors that the president/ceo, or her designee, is authorized to finalize and execute a contract with Herzog Technologies, Inc. for Railroad Signal Upgrades at Hwy 281 between Burnet and Marble Falls and at FM 973 in Manor in an amount not to exceed $214,770. Date: July 29, 2013 Secretary of the Board Frank Fernandez Page 3 Packet Pg. 17

Capital Metropolitan Transportation Authority MEETING DATE: 07/29/2013 Board of Directors (ID # 2540) Extension of the Rosemark Contract 8.1 SUBJECT: Approval of a resolution authorizing the president/ceo, or her designee, to exercise the three remaining one-year options to the existing contract with Rosemark Commercial Facilities Management Services for maintenance services not to exceed a cumulative total of $2,304,936 for the revised four-year contract term. FISCAL IMPACT: Funding for this action is available in the FY2013 operating budget and is additionally contingent upon Operating Budget funding in future fiscal years.. STRATEGIC GOAL ALIGNMENT: STRATEGIC OBJECTIVE(S): 2. Improve Business Practices 2.1 Strengthen the Financial Health of the Agency EXPLANATION OF STRATEGIC ALIGNMENT: The extension of this contract for maintenance services will contribute to maintaining a State of Good Repair for the North Operations and Maintenance Facility. BUSINESS CASE: Maintenance activities for the North Operations and Maintenance Facility are contracted. The initial one-year term of the contract will expire. The contract includes three (3) one-year renewal options. The contractor, Rosemark, has satisfactorily discharged all contracted responsibilities, and as these services were competitively procured, the Agency is best served by exercising the renewal options. COMMITTEE RECOMMENDATION: This agenda item will be presented to the full Board of Directors for approval July 29, 2013. EXECUTIVE SUMMARY: The services of an outside contractor are required to assist Capital Metro in completing preventive maintenance and corrective repairs to the North Operations Facility building equipment. DBE PARTICIPATION: Does not apply. PROCUREMENT: On 07/25/12 via Resolution No. CMTA-2012-58, the board approved award of this contract in an amount not to exceed of $ 731,204.00. The contract is a firm fixed price contract. The term is one base year, and the original contract includes three one year options. The price of this contract option has been determined to be fair and reasonable based on comparative cost & price analysis for similar services. RESPONSIBLE DEPARTMENT: Real Estate & Asset Management Page 1 Packet Pg. 18

8.1 RESOLUTION OF THE CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS STATE OF TEXAS COUNTY OF TRAVIS RESOLUTION (ID # 2540) Extension of the Rosemark Contract WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management continue to improve business practices and strengthen the financial health of the Agency by maintaining assets in a State of Good Repair of the North Operations and Maintenance Facility; and WHEREAS, renewal of the existing contract will allow the continuation of the complete performance of a wide variety of preventive maintenance and corrective repairs to the North Operations and Maintenance Facility. NOW, THEREFORE, BE IT RESOLVED by the Capital Metropolitan Transportation Authority board of directors that the president/ceo, or her designee, is authorized to exercise the three remaining one-year options to the existing contract with Rosemark Commercial Facilities Management Services for maintenance services not to exceed a total of $2,304,936 for the remaining three one-year renewal options. Date: July 29, 2013 Secretary of the Board Frank Fernandez Page 2 Packet Pg. 19

Capital Metropolitan Transportation Authority MEETING DATE: 07/29/2013 Board of Directors (ID # 2503) Extension to ACS Contract for DMS Maintenance 8.2 SUBJECT: Approval of a resolution authorizing the president/ceo, or her designee, to finalize and execute a modification to the contract with ACS/Xerox for Dynamic Message Sign maintenance in an amount not to exceed $294,734 for a period of seventeen (17) months. FISCAL IMPACT: Funding for this action is available in the FY2013 operating budget, future funding contingent on approval of future operating budgets.. STRATEGIC GOAL ALIGNMENT: STRATEGIC OBJECTIVE(S): 1. Provide a Great Customer Experience 1.1 Increase User Friendliness EXPLANATION OF STRATEGIC ALIGNMENT: This item supports the strategic initiative to implement the ITS system and ensures that dynamic message signs are properly maintained and fully functioning. BUSINESS CASE: Dynamic message signs require regular maintenance to remain functioning. No staff is available to perform maintenance, so a contractor will be utilized for this activity. COMMITTEE RECOMMENDATION: This agenda item will be presented to the Board of Directors for approval July 29, 2013. EXECUTIVE SUMMARY: Capital Metro has a contract with ACS for the design, implementation and warranty of a system of components collectively known as the Intelligent Transportation System (ITS) project. Under the existing contract, ACS provides a two-year warranty on all hardware associated with the system. The existing warranty arrangement incorporates a traditional return merchandise authorization (RMA) process, wherein Capital Metro ships a defective component to ACS and ACS returns a working component to Capital Metro. In July 2013, Capital Metro is scheduled to begin installing the first of seventy-seven (77) dynamic message signs (DMS) at MetroRapid stations. The DMS are components of the ACS ITS system and are therefore subject to the existing RMA/warranty process. Once the signs have been installed, tested and accepted by Capital Metro, the warranty period begins. At that point, a technician is needed to provide typical support activities to include: removal of any defective component; shipping defective components to ACS under the RMA process; re-installation of the working component; track and manage inventory; monitor system performance; and perform preventative maintenance. Because the hardware is used in a proprietary manner and is covered by the ACS Warranty, any technician used to perform this work must be ACS-certified/trained or we may risk invalidating the warranty. Page 1 Packet Pg. 20

8.2 Capital Metro does not have, on staff, any personnel to perform the technician work described above. Because of the proprietary nature of the ACS equipment and complexity of the ongoing system installation and integration being performed under the ACS contract, it would be detrimental to bring a third party technician into the project at this time. Accordingly, staff is requesting that the existing warranty provisions in the ACS contract be modified to include the onsite support activities centered on the remove/replace function described above. ACS has provided a cost of $267,940 to perform this work for a seventeen-month period which covers the time from sign installation to the end of the current ACS contract. Staff is requesting a 10% contingency, bringing the total amount requested to $294,734. DBE PARTICIPATION: Does not apply. PROCUREMENT: On 06/21/2006 via Resolution No. CMTA-2006-0621-035 the board approved award of this contract in the amount of $13,973,666. The contract is a firm fixed type contract. The term was five years from Notice to Proceed. Modification #15 exercised a three (3) year option from 12/31/2011 to 12/31/2014, the not-to-exceed contract amount is currently $17,134,291. If approved, the new total not-to-exceed amount will be $17,429,025. There is no extension of the contract term. The price of this contract option has been determined to be fair and reasonable based on current market research and with no increase of the hourly rates as the previous Modification. RESPONSIBLE DEPARTMENT: Bus & Paratransit Services Page 2 Packet Pg. 21

8.2 RESOLUTION OF THE CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS STATE OF TEXAS COUNTY OF TRAVIS RESOLUTION (ID # 2503) Extension to ACS Contract for DMS Maintenance WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management recognize the need to provide real time customer information to MetroRapid riders using dynamic message signs installed at the stations; and WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management understand that warranty and maintenance services are required for those signs to maintain a state of good repair. NOW, THEREFORE, BE IT RESOLVED by the Capital Metropolitan Transportation Authority board of directors that the president/ceo, or her designee, is authorized to finalize and execute a modification to the contract with ACS/Xerox for Dynamic Message Sign maintenance in an amount not to exceed $294,734 for a period of seventeen (17) months. Date: July 29, 2013 Secretary of the Board Frank Fernandez Page 3 Packet Pg. 22

Capital Metropolitan Transportation Authority MEETING DATE: 07/29/2013 Board of Directors (ID # 2518) ILA with CARTS for Georgetown Service 8.3 SUBJECT: Approval of a resolution authorizing the president/ceo, or her designee, to finalize and execute an interlocal agreement with the Capital Area Rural Transportation System (CARTS) for the provision of transit service in the Georgetown area for an amount not to exceed $312,000, of which $156,000 would be provided by the City of Georgetown and $156,000 in FTA 5307 funds in the 2014 fiscal year. FISCAL IMPACT: This action would result in an expenditure of up to $156,000 in FTA 5307 funds during the 2014 fiscal year.. STRATEGIC GOAL ALIGNMENT: STRATEGIC OBJECTIVE(S): 4. Be a Regional Leader 4.2 Grow the Service Area and Customer Base EXPLANATION OF STRATEGIC ALIGNMENT: This ILA, along with a companion ILA with the City of Georgetown, will provide for the continuation of current and development of enhanced transit services in the City of Georgetown made possible by sharing FTA Section 5307 funding. BUSINESS CASE: As the FTA Designated Recipient for transit funding for the Austin Urbanized Area, Capital Metro is responsible for allocating FTA Section 5307 funds within the urbanized area. Georgetown became part of the Austin Urbanized Area in 2012 and desires to maintain and enhance transit service. COMMITTEE RECOMMENDATION: This agenda item was presented and is recommended for approval by the Finance, Audit and Administration Committee July 16, 2013. EXECUTIVE SUMMARY: CARTS has been providing public transportation service in the City of Georgetown, with support from the Texas Department of Transportation Public Transportation Division. However, in 2012 when the decennial definitions of urbanized areas were issued by the Census Bureau based on the 2010 Census, Georgetown was added to the Austin Urbanized Area (UZA). As a result, state funding is no longer available for transit service in Georgetown, and the area became a part of the Austin UZA for which Capital Metro serves as the FTA Designated Recipient for Section 5307 funding. As a result, Capital Metro has been working with City of Georgetown and CARTS to retain transit service in Georgetown through a three-way agreement under which Capital Metro provides service through a partnership with CARTS and the City of Georgetown using FTA 5307 funds. The agreement will provide for up to $312,000 in CARTS-provided transit service for FY 2014, with 50% funding from FTA 5307 funds and 50% from the City of Georgetown. Capital Metro will also be working with CARTS and the City of Georgetown to plan and develop enhanced transit services in the future years as well as to coordinate such plans with the ongoing Project Connect North Page 1 Packet Pg. 23

8.3 Corridor study and resultant service proposals. These efforts are likely to result in additional transit services that will require additional FTA 5307 and local funds to implement in FY 2015 and beyond. DBE PARTICIPATION: Does not apply. PROCUREMENT: Chapter 791 of the State of Texas Government Code encourages governmental entities to increase the efficiency and effectiveness of local governments by authorizing them to contract, to the greatest possible extent, with one another. In doing so, local governments are permitted to forego the requirements of full and open competition and contract directly with one another. RESPONSIBLE DEPARTMENT: Planning & Development Page 2 Packet Pg. 24

8.3 RESOLUTION OF THE CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS STATE OF TEXAS COUNTY OF TRAVIS RESOLUTION (ID # 2518) ILA with CARTS for Georgetown Service WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management endeavor to be a regional leader and grow the service and customer base for transit; and WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management recognize the need to partner with local jurisdictions seeking transit services along with other transit providers in the region. NOW, THEREFORE, BE IT RESOLVED by the Capital Metropolitan Transportation Authority board of directors that the president/ceo, or her designee, is authorized to finalize and execute an interlocal agreement with the Capital Area Rural Transportation System (CARTS) for the provision of transit service in the Georgetown area for an amount not to exceed $312,000, of which $156,000 would be provided by the City of Georgetown and $156,000 in FTA 5307 funds in the 2014 fiscal year. Date: July 29, 2013 Secretary of the Board Frank Fernandez Page 3 Packet Pg. 25

Capital Metropolitan Transportation Authority MEETING DATE: 07/29/2013 Board of Directors (ID # 2517) ILA with Georgetown for Service 8.4 SUBJECT: Approval of a resolution authorizing the president/ceo, or her designee, to negotiate and execute an interlocal agreement with the City of Georgetown for use of FTA 5307 funds to support continued public transportation service for FY 2014 for an amount not to exceed $156,000, to be matched by $156,000 in funds from the City of Georgetown, and to provide planning assistance to the City of Georgetown for the development of a transit development plan. FISCAL IMPACT: This action would result in an expenditure of up to $156,000 in FTA 5307 funds during the 2014 fiscal year, and up to $50,000 in local funds for planning assistance services.. STRATEGIC GOAL ALIGNMENT: STRATEGIC OBJECTIVE(S): 4. Be a Regional Leader 4.2 Grow the Service Area and Customer Base EXPLANATION OF STRATEGIC ALIGNMENT: This ILA, along with a companion ILA with the Capital Area Rural Transportation System (CARTS), will provide for the continuation of current and development of enhanced transit services in the City of Georgetown made possible by sharing FTA Section 5307 funding to support transit services for the City of Georgetown. BUSINESS CASE: As the FTA Designated Recipient for transit funding for the Austin Urbanized Area, Capital Metro is responsible for allocating FTA Section 5307 funds within the urbanized area. Georgetown became part of the Austin Urbanized Area in 2012 and desires to maintain and enhance transit service. COMMITTEE RECOMMENDATION: This agenda item was presented and is recommended for approval by the Finance, Audit and Administration Committee July 16, 2013. EXECUTIVE SUMMARY: CARTS has been providing public transportation service in the City of Georgetown, with support from the Texas Department of Transportation Public Transportation Division. However, in 2012 when the decennial definitions of urbanized areas were issued by the Census Bureau based on the 2010 Census, Georgetown was added to the Austin Urbanized Area (UZA). As a result, state funding is no longer available for transit service in Georgetown, and the area became a part of the Austin UZA for which Capital Metro serves as the FTA Designated Recipient for Section 5307 funding. As a result, Capital Metro staff have been working with City of Georgetown and CARTS staff to retain transit service in Georgetown through a three-way agreement under which Capital Metro provides service through a partnership with CARTS for the City of Georgetown using FTA 5307 funds. The agreement will provide for up to $312,000 in Page 1 Packet Pg. 26

8.4 CARTS-provided transit service for FY 2014, with 50% funding from FTA 5307 funds and 50% from the City of Georgetown. Capital Metro will also be working with CARTS and the City of Georgetown to plan and develop enhanced transit services in future years as well as to coordinate such plans with the ongoing Project Connect North Corridor study and resultant service proposals. These efforts are likely to result in additional transit services that will require additional FTA 5307 and local funds to implement in FY 2015 and beyond. DBE PARTICIPATION: Does not apply. PROCUREMENT: Chapter 791 of the State of Texas Government Code encourages governmental entities to increase the efficiency and effectiveness of local governments by authorizing them to contract, to the greatest possible extent, with one another. In doing so, local governments are permitted to forego the requirements of full and open competition and contract directly with one another. RESPONSIBLE DEPARTMENT: Planning & Development Page 2 Packet Pg. 27

8.4 RESOLUTION OF THE CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS STATE OF TEXAS COUNTY OF TRAVIS RESOLUTION (ID # 2517) ILA with Georgetown for Service WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management endeavor to be a regional leader and grow the service and customer base for transit; and WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management recognize the need to partner with local jurisdictions seeking transit services along with other transit providers in the region. NOW, THEREFORE, BE IT RESOLVED by the Capital Metropolitan Transportation Authority board of directors that the president/ceo, or her designee, is authorized to finalize and execute an interlocal agreement with the City of Georgetown for transit services in an amount not to exceed $156,000 in FTA Section 5307 funding, to be matched by $156,000 in funds from the City of Georgetown for the period of fiscal year 2014, and to provide planning assistance to the City of Georgetown for the development of a transit development plan. Date: July 29, 2013 Secretary of the Board Frank Fernandez Page 3 Packet Pg. 28

Capital Metropolitan Transportation Authority MEETING DATE: 07/29/2013 Board of Directors (ID # 2537) MetroRapid Project Quarterly Report 9.1 TITLE: MetroRapid Project Quarterly Report Page 1 Packet Pg. 29

Capital Metropolitan Transportation Authority MEETING DATE: 07/29/2013 Board of Directors (ID # 2550) Project Connect Communications Plan 9.2 TITLE: Project Connect Communications Plan Dan Dawson will present on Project Connect and Project Connect North Corridor Communications strategies and progress to date. Page 1 Packet Pg. 30

Capital Metropolitan Transportation Authority MEETING DATE: 07/29/2013 Board of Directors (ID # 2551) Proposed FY2014 Budget Overview 9.3 TITLE: Proposed FY2014 Budget Overview Page 1 Packet Pg. 31