Quorum = 8 Agenda DART: Your preferred choice of transportation for now and in the future. 0626C.docx 1 Dallas Area Rapid Transit COMMITTEE-OF-THE-WHOLE Tuesday, June 26, 2012, 4:00 P.M. - Conference Room C 1401 Pacific Ave., Dallas, TX 75202 General Items: 1. Approval of Minutes: June 12, 2012 Items for Final Committee Consideration: 2. Increase Contract Funding for the Purchase of Small Low-Floor Compressed Natural Gas Buses (Security, Safety, Public Relations & Operations Loretta Ellerbe/Carol Wise) [5 minutes] @ 3. Addition of Belt Line Station to the Paid Parking Demonstration and Call for Public Hearing to Establish Related Parking Fees (Planning Pamela Dunlop Gates/Todd Plesko) [5 minutes] @ 4. Approval of Quarterly Disclosure Update as of March 31, 2012 (Budget and Finance Robert Strauss/David Leininger) [5 minutes] @ 5. Authorization to Increase Outstanding Commercial Paper Issued to $400 Million (Budget and Finance Robert Strauss/David Leininger) [5 minutes] @ 6. *Discussion on Selection of DART General Counsel & Interviews (General Counsel Search Ad Hoc Mark Enoch) [30 minutes] 7. +Authorize Waiver of Certain Provisions of DART Board Rules of Procedures and DART Board Policy V.01 for Scott Carlson Quorum = 8 Agenda DART: Your preferred choice of transportation for now and in the future. 0626C.docx 2 Items For Initial Committee Consideration 8. Approval of the Fourth Option Year for Annual Software Maintenance with Hansen Information Technologies (Administrative Richard Carrizales/Jesse Oliver) [5 minutes] @ 9. Approval of the First Option Year for Annual Software Maintenance with Trapeze Software Group, Inc. (Administrative Richard Carrizales/Jesse Oliver) [5 minutes] @ 10. Contract for Rail Advertising Services (Revenue Randall Chrisman/David Leininger) [5minutes] @ 11. Contract to Rebuild Faiveley Light Rail Vehicle Components (Security, Safety, Public Relations & Operations Loretta Ellerbe/Carol Wise) [5 minutes] @ 12. Contract Option for Bus and Light Rail Vehicle Paints (Security, Safety, Public Relations & Operations Loretta Ellerbe/Carol Wise) [5 minutes] @ 13. Contract for Positive Train Control (PTC) Consultant Services (Security, Safety, Public Relations & Operations Loretta Ellerbe/Norma De La Garza-Navarro) [5 minutes] @ 14. *Current and Future Regional Transportation Council Meeting Agenda Items of Interest to DART (John Danish/Gary Thomas) [10 minutes] Other Items: 15. Identification of Future Agenda Items 16. Adjournment *Briefing item +Same Night Board Approval Item @ Unanimous Approval at Committee The Committee-of-the-Whole may go into Closed Session under the Texas Open Meetings Act, Section 551.071, Consultation with Attorney, for any Legal issues, under Section 551.072 for Real Estate issues, or under Section 551.074 for Personnel matters, or under section 551.076, for deliberation regarding the deployment or implementation of Security Personnel or devices, arising regarding any item listed on this Agenda. This facility is wheelchair accessible. For accommodations for the hearing impaired, sign interpretation is available. Please contact Community Affairs at 214-749-2543, 48 hours in advance. AGENDA ITEM NO.1 MINUTES DALLAS AREA RAPID TRANSIT COMMITTEE-OF-THE-WHOLE June 12, 2012 The Dallas Area Rapid Transit Committee--of-the--Whole meeting convened on Tuesday, June 12, 2012, at 4:00 p.m., at DART Headquarters, 1401 Pacific Avenue, Dallas, Texas, with Chair Danish presiding. The following Board members were present: John Danish, Loretta Ellerbe, Faye Moses Wilkins, Robert Strauss, Jerry Christian, William Velasco, Pamela Dunlop Gates, Randall Chrisman, William Tsao, Richard Carrizales, Claude Williams, Gary Slagel, Scott Carlson, and Michael Cheney. Mr. Mark Enoch was absent. General Items: 1. Approval of Minutes: May 22, 2012 Ms. Ellerbe made a motion to approve the May 22, 2012, Committee-of-the-Whole meeting Minutes with no additions, deletions or corrections. Mr. Carlson seconded the motion and it was approved unanimously. Items for Final Committee Consideration: 2. Initiation of Litigation to Recover Property Damage Mr. Carrizales moved for approval of a draft resolution stating the recommendation of the Interim General Counsel to initiate litigation against Alexandra PollockJenkins to recover property damage in Risk Management Claim No. D86461 is approved. Ms. Ellerbe seconded the motion and it was approved unanimously. 3. Contract for Bus Replacement Glass Ms. Ellerbe made a motion to approve Agenda Items 3. - 7. Approval of a draft resolution stating that the PresidentlExecutive Director or his designee is hereby authorized to award a two-year contract, subject to legal review and approval, for bus replacement glass to Prevost Car (US), Inc., for a total authorized amount not to exceed $353,758. 4. Exercise Contract Option for System-Wide Landscaping Approval of a draft resolution stating that the PresidentlExecutive Director or his designee is hereby authorized to execute a contract option for system-wide landscaping with Valley Crest Landscape Maintenance, Inc., [Contract No. C1014592-01] to: Section 1: Exercise the final one-year option. 06.12.2012 COTW Minutes.docx 6118/2012; 8:00 A.M. Section 2: Increase the not-to-exceed amount by $1,301,000, for a new total authorized amount not to exceed $6,438,889. 5. Exercise Contract Option for Light Rail Vehicle Brake Parts Approval of a draft resolution stating that the PresidentlExecutive Director or his designee is hereby authorized to exercise a contract option for light rail vehicle brake parts with Wabtec Passenger Transit [Contract No. C-I018273] to: Section 1: Exercise the one-year option. Section 2: Increase the not-to-exceed amount by $562,069, for a new total authorized amount not to exceed $1,632,361. 6. Contract for Janitorial Services for DART's Operating Facilities Approval of a draft resolution stating that the PresidentlExecutive Director or his designee is hereby authorized to award a two-year contract for janitorial services for DART's operating facilities to Oriental Building Services in an authorized amount not to exceed $920,833, plus an approximate 11% contingency of $105,000, for a total authorized amount not to exceed $1,025,833. 7. Exercise Contract Option and Increase Funding for Light Rail Right-of-Way Grounds Maintenance and Landscaping Approval of a draft resolution stating that the PresidentlExecutive Director or his designee is hereby authorized to execute a contract option for light rail right-of-way with Valley Crest Landscape Maintenance, Inc., [Contract No. C-I016228-02] to: Section 1: Exercise the first contract option in an amount not to exceed $171,009. Section 2: Increase the funding in an amount not to exceed $78,991, for a total not-to-exceed amount of $250,000. Section 3: A new total authorized amount not to exceed $745,266. Mr. Chrisman seconded the motion and it was approved unanimously. 8. Contract for Street Improvements at Keeneland Parkway between Merrifield Road and Cherry Laurel Lane Mr. Carlson made a motion to approve Agenda Items 8 - 9. Approval of a draft resolution stating that the PresidentlExecutive Director or his designee is hereby authorized to award a contract for street improvements at Keeneland Parkway between Merrifield Road and Cherry Laurel Lane to Omega Contracting, Inc., in the amount of $1,808,261 plus a supplemental work contingency of $271,239 (150/0) for unanticipated expenses, for a total authorized amount not to exceed $2,079,501. 9. Contract for Street Improvements at Live Oak Street from East of Good-Latimer Expressway to Liberty Street Approval of a draft resolution stating that the PresidentlExecutive Director or his designee is hereby authorized to award a contract for construction improvements at Live Oak Street from East of Good-Latimer Expressway to Liberty Street to Omega Contracting, Inc., in the amount of $1,349,797, plus a supplemental work 06. 12.2012 COTW Minutes.docx 2 6118/2012; 8:00 A.M. contingency of $202,469 (15%) for unanticipated expenses, for a total authorized amount not to exceed $1,552,266. Mr. Tsao seconded the motion and it was approved unanimously. 10. +Aporoval to Provide for the Replacement of the Revolving Credit Facility Provider Under Certain Conditions Mr. Strauss moved for approval of a draft resolution stating that: Section 1: The PresidentlExecutive Director or his designee is authorized to replace the current Revolving Credit Facility provider with a new provider(s) if the current provider's credit downgrade negatively affects DART's commercial paper credit rating or if the current provider allows DART to terminate the current contract. Section 2: The replacement provider(s) must have a credit rating of at least AlA2; the amount of the facility must not exceed $150 million; and the estimated "all-in cost" of issuing commercial paper notes may not exceed the estimated "all-in cost" of the current facility. Section 3: Further action of the Board to approve the agreements required to implement the replacement of the Revolving Credit Facility provider is not required if the new agreements are in substantially the form as the agreements that are currently in effect. Mr. Cheney seconded the motion and it was approved unanimously. Items for Initial Committee Consideration: 11. Addition of Belt Line Station to the Paid Parking Demonstration and Call for Public Hearing to Establish Related Parking Fees Mr. Todd Plesko, Vice President of Planning and Development, briefed the Committee (see handout on file with the Office of Board Support) as follows: Actions Taken Background of Paid Parking Demonstration Board Approved Paid Parking Rates Issues Unique to Belt Line Station Chair Danish remarked on the definition of long-term parking. He asked if a customer parked overnight, they would have to pay a fee for the overnight parking. Mr. Plesko replied that the Board had stipulated that DART member-city residents did not have to pay at the Parker Road or the North Carrollton locations for overnight parking; that only applied to non-residents. For clarification, Chair Danish inquired in regards to the Belt Line station, if DallaslFort Worth (DFW) Airport will not allow overnight parking. Mr. Plesko replied affirmatively. Mr. Christian inquired what percentage DFW Airport was requesting for their share of the revenue. Mr. Plesko responded that was currently being negotiated by Mr. Chris Masters, Assistant Vice President of Program Delivery, and Mr. Tim McKay, Executive Vice President of Growth and Regional Developnlent. Location of Airport Parking 06.12.2012 COTW Minutes.docx 3 6118/2012; 8:00 A.M. Belt Line Station Long Term Rate Recommendations Chair Danish asked how the $7.00 parking fee compared to the other parking locations such as The Spot. Mr. Plesko explained that The Spot charged $8.75 plus tax and an access fee is 10% of the gross revenue, which, when calculated, amounted to approximately $9.75 to $10.00. Ms. Ellerbe remarked she had thought she heard Mr. Plesko comment that DFW Airport would not allow overnight parking. Mr. Plesko restated his answer by saying that the airport will permit overnight parking; however, DART will have to charge for it and that would include the DART member-city residents. Proposed Paid Parking Demonstration Parking Rates Mr. Carlson asked if DART had to get the rates approved by the DFW Airport. He understood that there was a need for a public hearing, but he inquired if they needed to give its consent. Mr. Plesko responded that they did not have to agree; however, DART had discussed the concept of the range. Action Mr. Strauss inquired what would prevent someone from parking further down to avoid the charge. Mr. Plesko replied that they do not foresee that occurring due to the locations of the other stations. Chair Danish urged staff to think outside the box to come up with innovate ideas. He felt that DART could make additional revenue by finding ways to link up to the DFW airport. Mr. Carrizales asked how DART determined who is a resident or not. Mr. Plesko replied that the resident had to fill out an application for the parking sticker. Mr. Carrizales then asked if the parking sticker is only valid at the location the resident originally applied for. Mr. Plesko replied that the parking sticker is valid at any DART location that requires paid parking. Mr. Chrisman inquired what the longevity of this test program was. Mr. Plesko replied that it would last no longer than 2014. Mr. Chrisman inquired if Mr. Plesko anticipated this being expanded to the other parking stations. Mr. Plesko remarked that staff would present to the Board as to where they feel it will make economic sense to do that. As far as the decision to make paid parking more global, that would be a DARTBoard decision. Chair Danish inquired of Ms. Ellerbe and Mr. Chrisman in regards to the pilot programs, are there issues that have come up or problems that they have begun to see in dealing with their respective citizens. Ms. Ellerbe replied that she had not heard any complaints. Mr. Chrisman replied that his only concern was for those that parked overnight. Mr. Carrizales inquired who was being targeted for the fee. Ms. Ellerbe stated that DART was trying to make it equitable for DART member-cities. Mr. Carrizales then asked Mr. Plesko if there would be a shuttle at this location to take passengers to the airport. Mr. Plesko replied yes, there would be a shuttle to meet each arriving train to take them directly to Terminal A at the airport until the rail line is extended all the way to Terminal A, at which point, the shuttles will be pulled out. Mr. Carlson moved for approval of a draft resolution stating that the PresidentlExecutive Director or his designee is hereby authorized to: 06.12.2012 COTW Minutes.docx 4 6118/2012; 8:00 A.M. Section 1: Include Belt Line Station in the Paid Parking Demonstration Project subject to the same parameters defined in Board resolution 100086 approved on July 13, 2010; and Section 2: Schedule and give notice of a public hearing to receive public comments on imposing the rates for paid parking at DART facilities approved by the Board to be included in the Paid Parking Demonstration Project. Mr. Chrisman seconded the motion and it was approved unanimously. 12. Approval of Quarterly Disclosure Update as of March 31, 2012 Mr. Leininger gave a brief summary to the Committee. Mr. Strauss moved for approval of a draft resolution stating that the PresidentlExecutive Director or his designee is hereby authorized to issue the Quarterly Disclosure Update dated June 26, 2012, in substantially the same form as shown in Exhibit 1 to this Resolution. Mr. Cheney stated that he would remove his previous concerns regarding some of the financial matters since they had been clarified. Mr. Cheney seconded the motion and it was approved unanimously. 13. Authorization to Increase Outstanding Commercial Paper Issued to $400 Million Mr. Leininger gave a brief summary to the Committee. He stated that this authorization will allow DART to add to its short term borrowing capacity and allows it to use the Commercial Paper (CP) over a five year time. He felt this was a very prudent way for DART to manage its cash over the next several years. Mr. Strauss inquired, in regards to the current CP outstanding balance, how long has it been outstanding. Mr. Leininger responded approximately three and half years, although, it would be retired. Mr. Chrisman asked when are the bus payments due. Mr. Leininger stated that DART would begin receiving delivery of the buses in the fall, so shortly thereafter. Mr. Chrisman asked how much interest is added. Mr. Leininger replied that DART was pro bably in the one percent range. Mr. Tsao requested further information to understand the relationship between this credit facility versus DART's financial plan. Mr. Leininger stated that the $750M is a plan authorization level that the Board established and is reviewed with the Attorney General's office. He explained that the financial plan establishes how much of that DART is able to use. Mr. Tsao then asked if the capacity of the CP is related to the bond validation litigation. Mr. Leininger replied no, then explained that the Commercial Papers is short term debt and is not linked to the bond validation suit except for staff proposing to retire the current $150M using the long term debt, which is the normal way to retire Commercial Papers. Mr. Strauss moved for approval of a draft resolution stating that: Section 1: The PresidentlExecutive Director or his designee is authorized to increase outstanding commercial paper issued to $400 million. 06.12.2012 COTW Minutes.docx 5 6118/2012; 8:00 A.M. Section 2: Final Board approval of the documents to implement this increase will be required. Mr. Cheney seconded the motion and it was approved unanimously. 14. *Review ofFY 2012 Second Quarter Operating & Financial Performance Report Mr. Leininger introduced Ms. Sarah Fontenot, Senior Manager of Expense Budgeting, who briefed the Committee (see handout on file with the Office of Board Support) as follows: FY 2012 Second Quarter Operating FY 2012 YTD Highlights FY 2012 KPI Highlights FY 2012 Second Quarter Revenue Summary FY 2012 Second Quarter Expenditure Summary FY 2012 Quarter 2 Agency Scorecard Mr. Cheney inquired what is the quarterly value. Ms. Fontenot explained that the quarterly is the period of January through March whereas the other two are four quarter rolling numbers. FY 2012 Quarter 2 Ridership Results Mr. Strauss asked if DART had done any analysis for the decline of the bus ridership. Ms. Fontenot replied yes, although, she would need to get a more detailed answer from the ridership team after the meeting. Mr. Leininger interjected that as a whole bus service was up from year to year. Mr. Carrizales inquired how ridership is counted. Mr. Leininger replied ridership is counted by trips. Ms. Ellerbe asked how is it counted on the rail. Mr. Leininger remarked that there was a light rail counting sampling process that is used. Mr. Christian asked if DART goes to the new system of buying on pass and transferring between modes, how will the ridership be counted at that point. Mr. Leininger replied that it would be tracked as two trips. Mr. Christian voiced his concern that the revenue and numbers of trip would be imbalanced. Ms. Ellerbe inquired if the information was available in regards to her previous question on fare increase since the security visibility had began. Mr. Leininger replied that the report had been created and he would make sure that it was included in the President's packet to the Board. Chair Danish requested Mr. Leininger enlighten the Committee on the views of the public hearing that occurred in Irving. Mr. Leininger remarked that DART had received many positive responses. FY 2012 Quarter 2 Subsidy Per Passenger Chair Danish asked when does the new number on Paratransit show up. Ms. Fontenot replied that would be for Fiscal Year 2013. 06.12.2012 COTW Minutes.docx 6 6118/2012; 8:00 A.M. 15. *In-Transit Customer Communications Update Mr. Allan Steele, briefed the Committee (see handout on file with the Office of Board Support) as follows: In Transit Customer Communications: Program Goals (est.) History of DART Online Website Statistics Portfolio of Customer Communications Tools Mobile Web App Tools Mr. Lawrence Sutton, Web Developer II, gave a live demonstration as follows: Cell-phone application Chair Danish asked if anyone would pay DART to advertise their business if the site has half a million hits. Mr. Sutton remarked that it was a decision that Marketing and Media Relations would be able to speak to; however at this time, there were no advertisements on DART.org. Chair Danish then asked if DART was prohibited from selling advertisement sections. Mr. Sutton replied no. Mr. Cheney asked how quickly is the information updated during an emergency situation for a rider to be able to access the information that notifies him why his mode of transportation is not moving. Mr. Sutton responded that it would depend on the time the information is given to media relations to post on the Rider Alert section of the application. Mr. Cheney then asked how often is that updated. Mr. Steele replied that if there is a delay longer than ten minutes on a rail, they place it on the Rider Alert and update it periodically as needed to give customers information. Mr. Cheney remarked that he would like to receive periodic information on these technical features and upgrades. Mr. Steele stated he would make sure he was notified. Ms. Dunlop Gates entered the meeting at 5:18 p.m. Operations Communications Liaisons Email/Text Alerts Mr. Gary Thomas, PresidentlExecutive Director, remarked that the text messagIng feature could also be used through non-smart phones. Mr. Carrizales inquired if the mobile features were in Spanish language. Mr. Steele replied that only the main website was in Spanish. Mr. Carrizales remarked that the Google platform did translate it into Spanish and it may be a good starting point for DART. Mr. Steele responded that it was an option they could revisit. Mr. Chrisman remarked that Mr. Steele had mentioned that DART and the Denton County Transit Authority (DCT A) were reporting to each other and this is going to be integrated. He then asked in regards to Mr. Cheney'S request regarding emergency alerts, if this was already in effect. Mr. Steele replied, no, that was the part that staff was still working on to get coordinated. Tools In Development Next Stop/ Transit Information Screens on New Buses 06.12.2012 COTW Minutes.docx 7 6/18/2012; 8:00 A.M. Mr. Chrisman interjected with a question regarding the possibility of buying a pass using a mobile phone. Mr. Steele clarified that was a feature that DART was working on, although, it was not yet available. Mr. Chrisman inquired if all types of passes would be included. Mr. Steele replied, no, there would be a limited number of passes. He then stated that they would be bringing forth a presentation in the near future. In reference to the stafIworking these shifts, Mr. Chrisman asked if the two staff members had a backup for the shifts. Mr. Steele replied that they were each others' backup. Mr. Chrisman clarified his question by asking in regards to vacation time or unscheduled time, how is that covered. Mr. Steele responded that when that occurs, they will have someone from the main center cover the shift. Digital Dashboard Public Address/ Variable Message Boards (P AlVMP) Mr. Tsao inquired if there was a way that the general public could be made aware of all the tools and features DART had to offer. Mr. Steele replied yes, it was called On the Golln the Know. Mr. Tsao remarked that his question was more in regards to the non riding populations. Mr. Tsao felt there was a better possibility of higher ridership if the non-riding population had more information on what was out there for them. He commented that this was an excellent feature and should be advertised more. Mr. Nevin Grinnell, Vice President/Chief Marketing Officer, replied that staff would review the marketing section for this. Mr. Cheney inquired if there was any advertisement for the high schools and college schools in the area. Mr. Steele replied that there was an outreach program for the schools that was in place. Mr. Christian inquired if the Committee-of-the-Whole could have a briefing, possibly in closed session, as a future agenda item to discuss how DART will handle a major catastrophe regarding the communication and information. Mr. Steele stated there was a process separate from this feature, mDART.org, and they would bring that information forth. Chair Danish agreed with Mr. Christian's request. Mr. Williams entered the meeting at 5 :34 p.m. 16. *Overview of Communications and Promotional Activities Planned for the Orange Line Opening in July 2012 Mr. Grinnell, introduced Mr. Vincent Silmon, Manager of Marketing and Account Services, who briefed the Committee (see handout on file with the Office of Board Support) as follows: Orange Line 1-1 Opening Orange line Agenda Orange Line Opening Strategic Plan (Chart) The Orange Line to Irving/Las Colinas Print Collateral Station & Street Banners Advertising Campaign Outdoor Advertising 06.12.2012 COTW Minutes.docx 8 6/1812012; 8:00 A.M. Chair Danish gave the explanation for the symbolism of the gold door and the shadow of the Rail doors. Joint Promotions Advertising Media Plan Grand Opening Overview Mr. Cheney left the meeting at 5:42 p.m. Community Engagement Corporate Penetration Next Steps Thank you Other I terns: 17. Identification of Future Agenda Items Ms. Wilkins requested that the Board reconsider the possibility of having a special Con1ll1ittee-of-the-Whole (COTW) meeting on a Saturday to discuss the General Counsel Search candidates. Chair Danish stated that a briefing would be given at the June 26th COTW in regards to the General Counsel search to determine the date of a special COTW meeting. 18. Adjournment There being no further business to discuss, the meeting was adjourned at 5:56 p.m. J osefina Chavira, CAP Board/Committee Secretary /jc + Same Night Item * Briefing Item 06.12.2012 COTW Minutes.docx 9 6/18/2012; 8:00 A.M. Agenda ReportCommittee-of-the-Whole Attachments:1. Increase FundingAnalysis2. D/M/WBE DetailsVoting Requirements:MajorityDATE: June 26, 2012SUBJECT:Increase Contract Funding for the Purchase of Small Low-Floor CompressedNatural Gas BusesRECOMMENDATIONApproval of a resolution authorizing the President/Executive Director or his designee, subject to legalsufficiency review and approval, to increase contract funding for the purchase of small low-floorcompressed natural gas (CNG) buses with National Bus Sales and Leasing, Inc., (Contract No.C-1020819-01) by a total not-to-exceed amount of $891,275, for a new total authorized amount not toexceed $25,987,275; and authorizing the President/Executive Director to execute necessary contractmodifications with National Bus Sales and Leasing, Inc.COMMITTEE CONSIDERATIONS. On June 12, 2012 the Security, Safety, Public Relations & Operations Committee unanimouslymoved to forward this item to the June 26, 2012 Committee-of-the-Whole for FinalConsideration.FINANCIAL CONSIDERATIONS. Funding for this contract increase is included in the Bus Fleet Replacement program budget of theapproved FY 2012 Capital Budget.. Sufficient funding for this contract in the amount of $891,275 is included in both the Bus FleetReplacement program budget and the Bus Capital line item of the FY 2012 Twenty-YearFinancial Plan.. This contract increase may be federally funded in the approximate amount of $713,020 which is80% of the not to exceed amount of $891,275. The local share of this acquisition may be paidwith local funds or financed by debt.BUSINESS PURPOSE. The purchase of 123, 26-foot low-floor CNG-powered buses is needed to replace some of theexisting Nova vehicles which have met or exceeded their prescribed useful life; to support thecontinued reliable operation of DART bus services; to support the implementation of BoardAGENDA ITEM NO. 2IncreasingFundingforARBOCBuses-COTW2 6/13/20122:37:06PM 1resolution to transition the DART bus fleet to the use of CNG fuel (Resolution No. 090166); tosupport the expansion of the innovative service delivery concept (FLEX and On-Call); and thecontinued deployment of level boarding services throughout the DART service area.. During Board deliberations of the NABI contract award in early 2011, staff was requested torefresh the evaluation of security camera technologies specifically focusing on live remotemonitoring, which was not part of the requirements at that time. This evaluation was in processduring the Board deliberations of the ARBOC contract award in September, 2011 and securitycameras were not included in the initial ARBOC requirements.. The security camera evaluation was completed in April, 2012 and negotiations with the busmanufacturers for incorporation of the Dedicated Micros security camera system including liveremote monitoring and 4G/LTE communications technologies have been completed.. The incorporation of this camera system as part of this contract will cost no more than $1,729,408to outfit the FLEX buses (112) purchased under this contract. There are adequate funds in theproject budget to support this increase. However, additional contract authority is required asoutlined in the below table:$25,096,000 Original Contract Authority$24,257,867 Existing Contract Obligations$838,133 Remaining Contract Authority$1,729,408 Dedicated Micros Camera System$891,275 Required Additional Contract Authority. Delivery of these buses will be in late FY 2012 and early FY 2013 to support the expandeddeployment of innovative bus services scheduled for early FY 2013.. The following table identifies the history of this contract from date of award:Date Action ContractChangeAmountTotal BoardAuthorizedAmount9/27/11 Board authorized contractResolution No. 110106 $25,096,000. Approval of this contract will help to achieve Board Strategic Priority II: Manage SystemDevelopment and Maintain Infracstructure.PROCUREMENT CONSIDERATIONS. The contract term is one year. This action involves increasing contract funds.. The pricing shall be fair and reasonable.. The contract modification analysis is provided as Attachment 1..IncreasingFundingforARBOCBuses-COTW2 6/13/20122:37:06PM 2D/M/WBE CONSIDERATIONS. The purchase of small low-floor CNG buses has federal and local funding; and the purchase isbeing made from a transit vehicle manufacturer. DART does not set goals on the federally fundedportion of a transit vehicle manufacturer (TVM) purchase as such goals are the result of anagreement between the manufacturer and the Federal Transit Administration (FTA). National BusSales and Leasing, Inc. has submitted their certification that its "established goal was approved, ornot disapproved" by the FTA. This is the standard certification language used in TVM purchases.. For the local funding, DART has established a 10% MWBE participation goal. National BusSales and Leasing, Inc., has committed to exceed the goal.. The M/WBE analysis and Equal Employment Opportunity (EEO-1) information are included inAttachment 2. The prime contractor's actual EEO-1 report is available upon request.LEGAL CONSIDERATIONS. Section 452.056 of the Texas Transportation Code authorizes DART to acquire, construct,develop, plan, own, operate, and maintain a public transportation system.. Section 452.055 of the Texas Transportation Code authorizes DART to contract for the provisionof goods and services.. Section 791.025 of the Texas Government Code authorizes DART to purchase goods and servicesby agreement with other units of government and thereby satisfy the requirement to seekcompetitive bids for the purchase of those goods and services.. DART Board Policy III.12 DART Clean Fleet Vehicle Policy, requires that replacement vehiclesshall achieve at least a 25% reduction in NOx emissions compared to the vehicles being replaced.. Section 3.205.01 and 3.205.02.2(a)(b) of the DART Procurement Regulations authorizes DARTto contract for property, services or construction without competition.IncreasingFundingforARBOCBuses-COTW2 6/13/20122:37:06PM 3Attachment 1 Dallas Area Rapid Transit Authority CONTRACT FUNDING ANALYSIS Modification No. 2 Contract Information A. Contract Description: Small Low-Floor Compressed Natural Gas Buses B. Contractor: National Bus Sales & Leasing, Inc. C. Contract Number: C-1020819-01 D. Contractual Action: Increase Funding E. Current Authorized Contract Funding: $25,096,000 F. Increase Contract Funding: $891,275 G. New Authorized Contract Funding Amount: $25,987,275 H. Contract Type: Definite Delivery/Definite Quantity I. Current Term of Contract/Performance Period: One year J. Remaining Options Available: None K. Price Considerations: This is an increase in contract amount only. In a competition that included three suppliers, the Dedicated Micros system was selected for ARBOC and NABI buses to ensure vehicle fleet uniformity. DART analyzed the cost proposal factors such as shop labor rates, shipping, and profit provided by National Bus Sales. Based on the information provided, it is determined that the not-to- exceed price of $1,729,408 is fair and reasonable. L. Negotiation Memorandum: Available for review in the contract file. M. Determinations Required: None N. Funding: Federal and Local O. Determination of Responsibility: Bond Check: N/A Reference Check: Satisfactory Financial Responsibility Survey: Satisfactory Insurance Check: Yes Debarred/Suspended list: Not on the debarred/suspended list Determination and Recommendation National Bus Sales & Leasing, Inc., is determined to be a responsible contractor for the modification described above. Therefore, execution of the contract funding increase is recommended. Increasing Funding for ARBOC Buses-COTW2 6/13/2012 2:37:06 PM 1Attachment 2 Increase Contract Funding for the Purchase of Small Low-Floor Compressed Natural Gas Buses D/M/WBE CONSIDERATIONS The purchase of small low-floor CNG buses has federal and local funding; and the purchase is being made from a transit vehicle manufacturer. DART does not set goals on the federally funded portion of a transit vehicle manufacturer (TVM) purchase as such goals are the result of an agreement between the manufacturer and the Federal Transit Administration (FTA). National Bus Sales and Leasing, Inc. has submitted their certification that its "established goal was approved, or not disapproved" by the FTA. This is the standard certification language used in TVM purchases. For the local funding, DART has established a 10% MWBE participation goal. National Bus Sales and Leasing, Inc., has committed to exceed the goal utilizing the following certified firm: MBE PARTICIPATION VENDOR LOCATION ETHNICITY SERVICES AMOUNT % B & D Fleet Services Mesquite, TX Hispanic Male Bus painting and graphic work $430,500 10.77% TOTAL MBE PARTICIPATION: $430,500 10.77%* Note: The M/WBE goal is based on funding of $3,998,399. If there are any changes, the original goal will apply. * The percentage and dollar amounts may remain level, increase or decrease depending on the circumstances. Summary of EEO-1 Information National Bus Sales & Leasing, Inc., is located in Marietta GA. and employs 64 individuals. The following is an analysis of their EEO-1 report: ASIAN BLACK HISPANIC NATIVE AM. WHITE TOTAL Percentage MALES 0 8 4 1 29 42 65.63% FEMALES 0 2 0 0 20 22 34.37% TOTAL 0 10 4 1 49 64 100% PERCENTAGE 0.00% 15.63% 6.25% 1.56% 76.56% 100% Increasing Funding for ARBOC Buses-COTW2 6/13/2012 2:37:06 PM 1DRAFTRESOLUTIONof theDALLAS AREA RAPID TRANSIT BOARD(Executive Committee)Increase Contract Funding for the Purchase of Small Low-Floor Compressed Natural GasBusesWHEREAS, the purchase of 123, 26-foot low-floor compressed natural gas (CNG) powered buses isneeded to replace some of the existing Nova vehicles which have met or exceeded their prescribeduseful life; to support the continued reliable operation of DART bus services; to support theimplementation of Board resolution to transition the DART bus fleet to the use of CNG fuel(Resolution No. 090166); to support the expansion of the innovative service delivery concept (FLEXand On-Call); and the continued deployment of level boarding services throughout the DART servicearea; andWHEREAS, the security camera evaluation was completed in April 2012, and negotiations with thebus manufacturers for incorporation of the Dedicated Micros security camera system including liveremote monitoring and 4G/LTE communications technologies has been completed; andWHEREAS, delivery of these buses will be in late FY 2012 and early FY 2013 to support theexpanded deployment of innovative bus services scheduled for early FY 2013; andWHEREAS, the proposed price for this contract increase is determined to be fair and reasonable; andWHEREAS, this contract increase may be federally funded in the approximate amount of $713,020which is 80% of the not to exceed amount of $891,275. The local share of this acquisition may bepaid with local funds or financed by debt; andWHEREAS, funding for this contract increase is within current Budget and FY 2012 Twenty-YearFinancial Plan allocations.NOW, THEREFORE, BE IT RESOLVED by the Dallas Area Rapid Transit Board of Directors, thatthe President/Executive Director or his designee is authorized, subject to legal sufficiency reviewand approval, to execute an increase in the contract for the purchase of small low-floor CNG buseswith National Bus Sales and Leasing, Inc., [Contract No. C-1020819-01] to increase contract fundingby $891,275 for a new total authorized amount of $25,987,275 and authorizing thePresident/Executive Director to execute necessary contract modifications with National Bus Salesand Leasing, Inc.Increasing Funding for ARBOC Buses-COTW2 1Increase Contract Funding for the Purchase of Small Low-Floor Compressed Natural Gas Buses Prepared by: Michael C. Hubbell Vice President Carol Wise Approved by: Executive Vice President Approved as to fonn: Approved by" Chie Operating Offic Increasing Funding for ARBOC Buses 2 Agenda ReportCommittee-of-the-Whole Voting Requirements:MajorityDATE: June 26, 2012SUBJECT:Addition of Belt Line Station to the Paid Parking Demonstration and Call forPublic Hearing to Establish Related Parking FeesRECOMMENDATIONApproval of a resolution authorizing the President/Executive Director or his designee to (1) includeBelt Line Station in the Paid Parking Demonstration subject to the parameters defined in ResolutionNo. 100086 approved on July 13, 2010; and (2) call a public hearing to receive public comments on therates for paid parking at any DART facility specifically approved by the Board to be included in thepaid parking demonstration.COMMITTEE CONSIDERATIONS. On May 22, 2012 the Planning Committee unanimously moved to forward this item to the June12, 2012 Committee-of-the-Whole for Initial Consideration.. On June 12, 2012 the Committee-of-the-Whole unanimously moved to forward this item to theJune 26, 2012 Committee-of-the-Whole for Final Consideration.FINANCIAL CONSIDERATIONS. The approval of paid parking fees at Belt Line Station is expected to generate additional revenuesfor DART.BUSINESS PURPOSE. This resolution will help DART achieve the Board Strategic Priority II: Manage SystemDevelopment & Maintain Infrastructure.. On July 13, 2010 (Resolution No. 100086), the Board authorized the Executive Director or hisdesignee to implement a Paid Parking Demonstration Project at Parker Road Station andFrankford/ North Carrollton Station. Northwest Plano Park & Ride was added to the paid parkingdemonstration on January 24, 2012 (Resolution No. 120007).. The Board resolutions established the parameters required to implement a demonstration of paidparking as an alternative to new parking lot construction, to manage demand, and generateadditional revenue for DART provided the program revenue exceeds the cost of implementing theprogram.AGENDA ITEM NO. 3ParkingRates/BeltLineStation-COTW2 6/13/20122:39:00PM 1. On Dec. 3, 2012, DART will begin direct shuttle service to DFW Airport from the Belt LineStation and Orange Line rail service from the new Belt Line Station to the Dallas central businessdistrict. Like the stations at N. Carrollton-Frankford and Parker Road Stations, the majority ofcommuter demand for Orange Line from Belt Line Station will be from non-residents.. Additionally, due to the proximity of the Belt Line Station to DFW Airport, there will beconsiderable demand for long term parking. Under the terms of the agreement with DFW for theuse of the land on which the Belt Line Station is constructed, DART will not be able to offer freelong term parking. To insure that the commuter parking is not fully consumed by long termairport parking customers, the Board will consider including Belt Line in the paid parkingdemonstration to manage the availability of parking.. While the Board has approved the rates for the paid parking demonstration at NCarrollton-Frankford, Parker Road, and will approve the final rates for NW Plano Park & Ride onMay 22, 2012, the Board will consider adopting paid parking rate for all stations approved by theBoard to be included in the demonstration. The rates will include rates for long term parkingspecifically for Belt Line Station. Other than the Belt Line Long Term Parking rates, the paidparking rates will remain the same as those approved for Parker Rd and N. Carrollton-FrankfordStation.. A public hearing is required to obtain comments on the proposed rates for Belt Line Station priorto adopting a uniform paid parking rate structure for any DART Station or bus facility approvedfor inclusion in the demonstration.. The approach to operating and enforcing paid parking for residents and non residents will beidentical to the approach in place at Parker Road or at N. Carrollton-Frankford Stations.LEGAL CONSIDERATIONSSection 452.061 of the Texas Transportation Code authorizes DART to impose reasonable andnon-discriminatory fares, tolls, charges, rents and other compensation for the use of the publictransportation system. The section also authorizes DART to set the compensation for use of the publictransportation system, including parking fees and passenger transportation fares, according to a zonesystem or to another classification that DART determines to be reasonable.Section 452.115 of the Texas Transportation Code required that DART conduct a public hearing priorto changing any fares or parking fees. Section 452.118 specifies that the notice of a public hearingmust be published at least 30 days before the date of the hearing.ParkingRates/BeltLineStation-COTW2 6/13/20122:39:00PM 2DRAFTRESOLUTIONof theDALLAS AREA RAPID TRANSIT BOARD(Executive Committee)Addition of Belt Line Station to the Paid Parking Demonstration and Call for PublicHearing to Establish Related Parking FeesWHEREAS, on July 13, 2010 (Resolution No. 100086), the Board authorized thePresident/Executive Director or his designee to implement a Paid Parking Demonstration Projectat Parker Road and Frankford/North Carrollton Stations; andWHEREAS, the location of the new Belt Line Station to DFW Airport and the projected demandfrom non service area cities, it is both feasible and advisable to expand the Paid ParkingDemonstration project to the Belt Line Station scheduled for opening on July 30, 2012; andWHEREAS, the parking vendor has agreed to include the paid parking demonstration to Belt LineStation at no cost to DART with the possibility of additional revenue to DART; andWHEREAS, implementing paid parking rates at Belt Line requires that DART call a publichearing to offer the public an opportunity of provide comments on a proposal to amend its fares toinclude paid parking at any DART facility approved by the Board using the proposed parkingrates shown as Exhibit 1; andWHEREAS, approval of paid parking rates is expected to generate additional revenues for DART.NOW, THEREFORE BE IT RESOLVED by the Dallas Area Rapid Transit Board of Directorsthat the President/Executive Director or his designee is authorized to:Section 1: Include Belt Line Station in the Paid Parking Demonstration Project subjectto the same parameters defined in Board resolution 100086 approved on July13, 2010; andSection 2: Schedule and give notice of a public hearing to receive public comments onimposing the rates for paid parking at DART facilities approved by the Boardto be included in the Paid Parking Demonstration Project.Parking Rates / Belt Line Station-COTW2 1Addition of Belt Line Station to the Paid Parking Demonstration and Call for Public Hearing to Establish Related Parking Fees Prepared by: T Vice President Planning and Development Approved by: ---n_l\ A:Jfi Timothy H. McKay, .E. Executive Vice President Growt !Regional Development Approved as to form: Approved by: Parking Rates / Belt Line Station 2 Exhibit 1 Proposed Paid Parking Demonstration Parking Rates5Type of ParkingFee for Vehicles Displaying Resident Parking PassFee for Vehicles Without a Valid Resident Parking PassDaily Parking No Fee $2.00Daily Event Parking No Fee $4.00Long Term Parking at Stations other than Belt Line StationNo Fee $5.00 per day MaximumLong Term Parking at Belt Line Station (more than 18 hours)$7.00 per day Maximum $9.00 per day MaximumMonthly Unreserved Parking No Fee $40.00Monthly Reserved Parking $30.00 maximum $60.00 maximum Parking Rates / Belt Line Station-COTW2 6/13/2012 2:39:00 PM 1Agenda ReportCommittee-of-the-Whole Voting Requirements:MajorityDATE: June 26, 2012SUBJECT: Approval of Quarterly Disclosure Update as of March 31, 2012RECOMMENDATIONApproval of a resolution authorizing the issuance of a Quarterly Disclosure Update as of March 31,2012 to the 2012 Annual Disclosure Statement in substantially the same form as shown in Exhibit 1 tothe Resolution.COMMITTEE CONSIDERATIONS. On May 22, 2012 the Budget and Finance Committee moved to forward this item to the June 12,2012 Committee-of-the-Whole for Initial Consideration.. On June 12, 2012 the Committee-of-the-Whole unanimously moved to forward this item to theJune 26, 2012 Committee-of-the-Whole for Final Consideration.BUSINESS PURPOSE AND FINANCIAL CONSIDERATIONS. On January 23, 2001, the Board approved the Master Debt Resolution (Resolution No. 010014)and the First Supplemental Debt Resolution (Resolution No. 010015). The Master DisclosureStatement and an Updated Disclosure Statement were approved as part of the First SupplementalDebt Resolution.. The Master Disclosure Statement is DART's representation to the investing community regardingDART. This document is based on SEC best practices and exceeds normal disclosure documents.This Statement is amended annually by DART.. On March 6, 2012 (Resolution No. 120026), the Board approved the 2012 Annual DisclosureStatement.. On April 24, 2012 (Resolution No. 120052), the Board approved the Quarterly Disclosure Updatefor the quarter ending December 31, 2011.. The Quarterly Disclosure Update, dated June 26, 2012, provides updated unaudited financialinformation about DART, as of March 31, 2012, and will be made available to potential investorsand on the DART website at www.DART.org.. The discussion will help achieve the Board's Strategic Priority of Managing System Developmentand Maintaining Infrastructure.AGENDA ITEM NO. 4FY12-2QQDU-COTW2 6/13/20122:41:28PM 1LEGAL CONSIDERATIONS. Section 452.054 of the Texas Transportation Code authorizes DART to exercise all powersnecessary or convenient to carry out the purposes or the provisions of the statute.. Section 452.352 of the Texas Transportation Code authorizes DART to issue bonds.FY12-2QQDU-COTW2 6/13/20122:41:28PM 2DRAFT RESOLUTION of the DALLAS AREA RAPID TRANSIT BOARD (Executive Committee) Approval of Quarterly Disclosure Update as of March 31, 2012 WHEREAS, on January 23, 2001, the Board approved the Master Debt Resolution (Resolution No. 010014) and the First Supplemental Debt Resolution (Resolution No. 010015). The Master Disclosure Statement and an Updated Disclosure Statement were approved as part of the First Supplemental Debt Resolution; and WHEREAS, on March 6, 2012 (Resolution No. 120026), the Board approved the 2012 Annual Disclosure Statement; and WHEREAS, on April 24, 2012 (Resolution No. 120052), the Board approved the Quarterly Disclosure Update for the quarter ending December 31, 2011; and WHEREAS, DART desires to provide information to the investing community regarding the issuance of bonds; and WHEREAS, DART desires to update the information in the 2012 Annual Disclosure Statement and any Supplemental Disclosure Statements on a quarterly basis. NOW, THEREFORE, BE IT RESOLVED by the Dallas Area Rapid Transit Board of Directors that the PresidentlExecutive Director or his designee is authorized to issue the Quarterly Disclosure Update dated June 26, 2012, in substantially the same form as shown in Exhibit 1 to this Resolution. avid Leininger Executive Vice President Chie inancial Officer Approved as to form: Approved by: V - - - J ~ ~ ~ ~ ~ ~ ~ - - ~ ~ - - - -FYI2-2QQDU Exhibit 1 DALLAS AREA RAPID TRANSIT Quarterly Disclosure Update for the six-month period ended March 31, 2012 _____________________________________ This Quarterly Disclosure Update supplements the information contained in our 2012 Annual Disclosure Statement dated March 6, 2012 (the 2012 Annual Disclosure Statement) and our Quarterly Dislcosure Update for the three-month period ending December 31, 2011 dated April 24, 2012 that has been filed as a public record with the Municipal Securities Rulemaking Boards website at www.emma.msrb.org, and is posted on the Internet at our website, www.dart.org. You may also obtain a free copy of this Quarterly Disclosure Update by contacting us at the following address or telephone number: Executive Vice President/Chief Financial Officer, DART, 1401 Pacific Avenue, Dallas, Texas 75202, (214) 749-3148. _______________________________________ GENERAL We are posting and filing this Quarterly Disclosure Update to supplement our 2012 Annual Disclosure Statement dated March 6, 2012 and our Quarterly Disclosure Update for the three-month period ending December 31, 2011 dated April 24, 2012. We continue to reserve the right to suspend or stop the postings on the Internet and the quarterly updates at any time. However, we will always provide the annual and periodic information called for under any undertaking made in compliance with Rule 15c2-12 under the Securities Exchange Act of 1934. Whenever we use capitalized words in this Quarterly Disclosure Update, they refer to the defined terms that are found in or incorporated by reference in the 2012 Annual Disclosure Statement. See, 2012 Annual Disclosure Statement, Appendix B, SUMMARY OF CERTAIN TERMS OF MASTER DEBT RESOLUTION. In this Quarterly Disclosure Update, we, our, us, and DART refer to Dallas Area Rapid Transit, a subregional transportation authority under the Act. The information in this Quarterly Disclosure Update is as of the date stated below, except for the unaudited financial information included herein as Exhibit A, which is for the six-month period ended March 31 2012 . YOU SHOULD CAREFULLY CONSIDER THE INVESTMENT CONSIDERATIONS IN THE 2012 ANNUAL DISCLOSURE STATEMENT. FORWARD-LOOKING STATEMENTS We make forward-looking statements in the 2012 Annual Disclosure Statement and in Quarterly Disclosure Updates by using forward-looking words such as may, will, should, intends, expects, believes, anticipates, estimates, or others. You are cautioned that forward-looking statements are subject to a variety of uncertainties that could cause actual results to differ from the projected results. Those risks and uncertainties include general economic and business conditions, conditions in the financial markets, our financial condition, our sales tax revenues, receipt of federal grants, and various other factors that are beyond our control. Because we cannot predict all factors that may affect future decisions, actions, events, or financial circumstances, what actually happens may be different from what we include in forward-looking statements. _____________________________ Dated: June 26, 2012 FY12-2Q QDU-COTW2 6/13/2012 2:41:28 PM 1Exhibit 1 QUARTERLY DISCLOSURE UPDATE The 2012 Annual Disclosure Statement dated March 6, 2012 and Quarterly Disclosure Update dated April 24, 2012, are updated by the following supplemental information: Unaudited Financial Information Audited financial statements for our fiscal year ended September 30, 2011, are attached as Appendix A to the 2012 Annual Disclosure Statement. An unaudited statement of our principal accounts for the six-month period ended March 31, 2012 and March 31, 2011 is included as Attachment A to this Quarterly Disclosure Update. Such quarterly financial statements should be read in conjunction with our annual financial statements. This information is taken from our internal books and records that are created, maintained, and administered by DART in accordance with generally accepted accounting principles. The use of reasonable estimates is a normal part of the preparation of financial statements. Sales tax revenues included in the unaudited quarterly financial statements were accrued using estimates. Actual sales tax receipts could, therefore, differ from those reported in the quarterly financial statements. We believe that the unaudited financial information for the six-month period ended March 31, 2012, fairly represents the financial position and operating results of DART and is complete as of, but no later than, such date. However, you are cautioned that such financial information has not been audited or reviewed by any independent accountants. We do not warrant or guarantee that subsequent audited information for these accounts for this six-month period will not differ from the unaudited financial information presented herein and in Exhibit A. Managements Comment Regarding Second Quarter Financial Information DARTs unaudited financial statements for the six-month period ended March 31, 2012, and March 31, 2012, show sales tax revenues as $212.8 million and $196.7 million, respectively, which indicates an increase of 8.2%. Our operating results for the six-month period ended March 31, 2012 reflect an operating loss of $277.8 million, compared to an operating loss of $268.0 million for the six-month period ended March 31, 2011. This was primarily due to increased costs in depreciation and amortization mainly due to the opening and operation of the Green Line extension to DARTs light rail system. The overall result for the six-month period ended March 31, 2012 shows a decrease in net assets of $100.0 million since September 30, 2011. DART maintains various cash reserves including a Financial Reserve Account that is funded with sales tax collections that exceed budget during a given year, if any. In addition, the Board of Directors authorized the establishment of a Capital Reserve Account. Should the Financial Reserve exceed $50 million, excess funds are placed in the Capital Reserve Account. An affirmative vote of two-thirds of the Board is required to draw upon the Financial and Capital Reserves, and the funds may be used for any purpose approved by the Board. For Fiscal Year (FY) 2011, our sales tax receipts exceeded our sales tax budget by $8.5 million. Our Financial Standards required us to move any overages to the Financial Reserve Account. These funds were moved in December 2011 and the balance in the Financial Reserve Account as of March 31, 2012 was $31.7 million and the balance in the Capital Reserve Account was $0. As of March 31, 2012, the Operating Fund balance was $692.8 million. We maintain a working cash balance in the Operating Fund equal to at least one month of projected payments. Financial Outlook The Dallas/Fort Worth economy grew at a modest pace. Our FY 2012 Twenty-Year Financial Plan that reflects a return to calmer waters after the stormy economic seas that we have weathered in the past several years. During FY 2011, revenues remained at or above the revised forecasts, and our current Budget and Financial Plan represent a program of staying on track. DARTs FY 2012 Twenty-Year Financial Plan shows limited changes from the 2011 Plan. All light rail build-out projects remain on the same schedules, and all projected future service levels remaing intact. This is comforting after several years of financial uncertainty. FY12-2Q QDU-COTW2 6/13/2012 2:41:28 PM 2Exhibit 1 Litigation No significant changes have occurred in the status of pending litigation involving DART since the date of the 2012 Annual Disclosure Statement. Accruals and estimated losses on claims that are asserted in pending litigation, if any, are included in accounts payable and accrued liabilities in the unaudited statement of our principal accounts attached hereto as Exhibit A. Other than cases filed in the ordinary course of business as an operating transit agency, no new litigation has been filed against DART since the date of the 2012 Annual Disclosure Statement. See, 2012 Annual Disclosure Statement, LITIGATION. ______________________________ This Quarterly Disclosure Update, in substantially the form and content presented above and in its Exhibit, was approved by the Board of Directors of DART on June 24, 2012. /s/John Danish ATTEST: Chairman, Board of Directors /s/ Scott Carlson /s/ Gary C. Thomas Secretary, Board of Directors DART, President/Executive Director FY12-2Q QDU-COTW2 6/13/2012 2:41:28 PM 3Exhibit 1 Exhibit A Unaudited Statement of Principal Accounts for the six-month period ended March 31, 2012 FY12-2Q QDU-COTW2 6/13/2012 2:41:28 PM 41 DALLAS AREA RAPID TRANSIT STATEMENTS OF NET ASSETS March 31, 2012 and September 30, 2011 (Dollars in Thousands) 3/31/2012 Unaudited 9/30/2011 ASSETS CURRENT ASSETS Cash and cash equivalents $ 70,367 $ 116,477 Investments 657,682 677,801 Derivative instrument asset 3,490 5,480 Sales and use tax receivable 70,600 68,114 Transit revenue receivable, net 1,836 2,563 Due from federal and other governments 17,618 20,306 Materials and supplies inventory, net 28,307 27,381 Prepaid transit expense and other 7,768 2,483 Restricted investments held by trustee for debt service 64,541 65,375 Restricted investments held for advance funding agreements 11,292 11,921 Restricted investments held to pay capital lease/leaseback liabilities 76,762 55,762 TOTAL CURRENT ASSETS 1,010,263 1,053,663 NONCURRENT ASSETS Investments restricted for system expansion and acquisition 228,494 354,274 Restricted Investments held as security for capital lease/leaseback liabilities 10,668 10,766 Investment in joint venture 23,533 24,190 Capital assets Land and rights-of-way 548,905 548,904 Depreciable capital assets, net of depreciation 3,279,995 3,367,054 Projects in progress 972,193 859,872 Restricted investments held to pay capital lease/leaseback liabilities 211,040 268,141 Net pension asset 6,108 6,485 Unamortized bond issue costs and other 22,075 22,677 TOTAL NONCURRENT ASSETS 5,303,011 5,462,363 TOTAL ASSETS 6,313,274 6,516,026 LIABILITIES CURRENT LIABILITIES Accounts payable and accrued liabilities 58,879 93,415 Commercial paper notes payable 150,000 150,000 Current portion of capital lease/leaseback liabilities 76,762 55,762 Current portion of repayment due to State Comptroller 824 824 Local Assistance Program payable 5,170 13,370 Retainage payable 39,799 55,666 Unearned revenue and other liabilities 39,471 35,194 Accrued interest payable from restricted assets 57,871 58,037 Current portion of senior lien sales tax revenue bonds payable 6,740 8,370 Deferred inflows of resources 3,490 5,480 TOTAL CURRENT LIABILITIES 439,006 476,118 NONCURRENT LIABILITIES Accrued liabilities 31,188 30,217 Repayment due to State Comptroller 11,458 11,871 Senior lien sales tax revenue bonds payable 3,346,922 3,356,068 Capital lease/leaseback liabilities 211,040 268,141 TOTAL NONCURRENT LIABILITIES 3,600,608 3,666,297 TOTAL LIABILITIES 4,039,614 4,142,415 NET ASSETS Invested in capital assets, net of related debt 1,477,905 1,515,210 Restricted for debt service 6,670 7,338 Restricted as security for capital lease/leaseback liabilities 10,668 10,766 Unrestricted 778,417 840,297 TOTAL NET ASSETS $2,273,660 $2,373,611 FY12-2Q QDU-COTW2 6/13/2012 2:41:28 PM 52 DALLAS AREA RAPID TRANSIT STATEMENTS OF REVENUES, EXPENSES, AND CHANGES IN NET ASSETS For the six months ended March 31, 2012 and 2011 (Dollars in Thousands) 2012 Unaudited 2011 Unaudited OPERATING REVENUES Passenger revenues $ 30,227 $ 28,005 Advertising, rent, and other 6,177 5,662 TOTAL OPERATING REVENUES 36,404 33,667 OPERATING EXPENSES Labor 98,200 99,354 Benefits 44,666 44,025 Services 12,565 14,925 Materials and supplies 23,738 23,572 Purchased transportation 27,533 26,111 Depreciation and amortization 94,514 81,575 Utilities 8,701 7,748 Taxes, leases, and other 2,455 2,508 Casualty and liability 1,801 1,852 TOTAL OPERATING EXPENSES 314,173 301,670 NET OPERATING LOSS (277,769) (268,003) NON-OPERATING REVENUES (EXPENSES) Sales and use tax revenue 212,819 196,684 Investment income 3,357 1,755 Interest income from investments held to pay capital lease/leaseback 11,155 11,473 Interest expense on capital lease/leaseback (11,155) (11,473) Street improvements (2,136) (95) Interest and financing expenses (67,586) (57,689) Build America Bonds tax credit 15,231 15,019 Other non-operating revenues 4,896 7,568 Other non-operating expenses (1,060) (3,260) NET NON-OPERATING REVENUES 165,521 159,982 LOSS BEFORE CAPITAL CONTRIBUTIONS AND GRANTS (112,248) (108,021) CAPITAL CONTRIBUTIONS AND GRANTS Federal capital contributions 8,444 26,095 State capital contributions 19 503 Local capital contributions 2,098 927 Total capital contributions 10,561 27,525 Other federal grants 1,736 1,186 TOTAL CAPITAL CONTRIBUTIONS AND GRANTS 12,297 28,711 CHANGE IN NET ASSETS (99,951) (79,310) TOTAL NET ASSETS BEGINNING OF YEAR 2,373,611 2,445,494 TOTAL NET ASSETS END OF THE SIX MONTHS PERIOD $2,273,660 $2,366,184 FY12-2Q QDU-COTW2 6/13/2012 2:41:28 PM 63 DALLAS AREA RAPID TRANSIT STATEMENTS OF CASH FLOWS For the six months ended March 31, 2012 and 2011 (Dollars in Thousands) 2012 Unaudited 2011 Unaudited CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers $ 40,935 $ 34,823 Cash flows from other sources 5,641 5,228 Payments to suppliers of goods and services (55,915) (55,775) Payments to purchased transportation service providers (26,282) (25,613) Payments to employees (98,600) (99,849) Benefit payments on behalf of employees (42,192) (38,769) NET CASH USED BY OPERATING ACTIVITIES (176,413) (179,955) CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES Sales and use tax proceeds 209,921 195,389 Other federal grants 2,423 1,196 Build America Bonds tax credit 15,231 10,777 Other non-capital financing receipts 883 6,178 Other non-capital financing payments (96) (209) Local Assistance Program and street improvements (10,179) (95) NET CASH PROVIDED BY NON-CAPITAL FINANCING ACTIVITIES 218,183 213,236 CASH FLOWS FROM INVESTING ACTIVITIES Interest on investments 2,425 4,700 Proceeds from sales and maturity of investments 562,491 516,650 Purchase of investments (541,535) (528,145) (Increase) decrease in restricted assets 127,341 (434,237) NET CASH (USED) GENERATED BY INVESTING ACTIVITIES 150,722 (441,032) CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Acquisition and construction of capital assets (152,514) (297,711) Proceeds from the issuance of commercial paper notes 555,000 450,000 Payment on commercial paper notes (555,000) (450,000) Proceeds from the issuance revenue bonds 839,531 Payments for advance refunding revenue bonds (110,410) Principal payment on revenue bonds (8,370) (18,790) Interest and financing expenses (88,474) (47,243) Payments of bond issuance costs (4,949) Federal capital contributions 8,482 27,711 Local capital contribution 2,159 Proceeds from the sale of capital assets 115 NET CASH USED BY CAPITAL AND RELATED FINANCING ACTIVITIES (238,602) 388,139 NET DECREASE IN CASH AND CASH EQUIVALENTS (46,110) (19,612) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 116,477 141,419 CASH AND CASH EQUIVALENTS, END OF THE SIX MONTHS PERIOD $ 70,367 $ 121,807 FY12-2Q QDU-COTW2 6/13/2012 2:41:28 PM 74 DALLAS AREA RAPID TRANSIT STATEMENTS OF CASH FLOWS For the six months ended March 31, 2012 and 2011 (Dollars in Thousands) 2012 Unaudited 2011 Unaudited RECONCILIATION OF OPERATING LOSS TO CASH USED BY OPERATING ACTIVITIES CASH FLOWS FROM OPERATING ACTIVITIES Net operating loss $(277,768) $(268,003) ADJUSTMENTS TO RECONCILE NET OPERATING LOSS TO NET CASH USED IN OPERATING ACTIVITIES Depreciation 94,514 81,575 Other non-operating revenues 5,641 5,228 Other non-operating expenses (926) (2,933) Changes in assets and liabilities Decrease in receivables 5,545 (1,968) Increase (decrease) in materials and supplies inventory (926) (230) (Increase) decrease in prepaid expenses and other current assets (5,179) (1,955) (Increase) decrease in net pension assets 378 (450) Increase(decrease) in accounts payable and accrued liabilities 3,149 2,013 Increase in other current liabilities 3,877 6,768 NET CASH USED BY OPERATING ACTIVITIES $(176,314) $(179,955) NON-CASH OPERATING, INVESTING, AND FINANCING ACTIVITIES Interest income from investments held to pay capital lease/leaseback $11,155 $11,473 Interest expense on capital lease/leaseback (11,155) (11,473) Increase in capital lease/leaseback obligations 36,101 9,333 Decrease in investments held to pay capital lease/leaseback (36,101) (9,333) Toll credits received from the State of Texas 35 184 Toll credits recorded as non-operating expense (35) (184) Increase (decrease) in fair value of investments 784 (2,306) Amortization of premium, discount and debt issuance costs (1,816) (974) FY12-2Q QDU-COTW2 6/13/2012 2:41:28 PM 8Agenda ReportCommittee-of-the-Whole Voting Requirements:MajorityDATE: June 26, 2012SUBJECT:Authorization to Increase Outstanding Commercial Paper Issued to $400MillionRECOMMENDATIONAuthorization to increase outstanding commercial paper issued to $400 million. Final Board approvalof the documents that implement this increase will be required.COMMITTEE CONSIDERATIONS. On May 22, 2012 the Budget and Finance Committee unanimously moved to forward this item tothe June 12, 2012 Committee-of-the-Whole for Initial Consideration.. On June 12, 2012 the Committee-of-the-Whole unanimously moved to forward this item to theJune 26, 2012 Committee-of-the-Whole for Final Consideration.BUSINESS PURPOSE AND FINANCIAL CONSIDERATIONS. On January 23, 2001, the Board approved the Master Debt Resolution (Resolution No. 010014)and the First Supplemental Debt Resolution authorizing $650 million in DART CommercialPaper Notes, Series 2001 (Resolution No. 010015). The Master Disclosure Statement and theSupplemental Disclosure Statement were approved as part of the First Supplemental DebtResolution. The Master Debt Resolution is the controlling document for all debt transactions for30 years from the approval date.. The commercial paper program is used for interim financing for DART's capital program. Thecommercial paper debt is refunded with long-term debt in most instances.. A commercial paper program requires a back-up credit facility or self-liquidity program to issuecommercial paper debt.. On December 14, 2010 (Resolution No. 100163), the Board approved a Substitute RevolvingCredit Agreement that installed Bank of America as the Lender for $150 million and amended theFirst Supplemental Debt Resolution to reflect the Substitute Revolving Credit Agreement.. DART currently has $150 million in outstanding commercial paper. Short-term borrowing costscontinue to be at historically low rates. Because DART has a $150 million Revolving CreditFacility, it is limited in taking advantage of these low rates. Increasing DART's ability to issuecommercial paper through an increased Revolving Credit Agreement or a self-liquidity programAGENDA ITEM NO. 5RevCreditAgreementIncrease-COTW2 6/13/20122:46:00PM 1will allow DART to financially benefit from low short-term interest rates.. DART's future capital expansion and planned equipment replacements (State of Good Repair) inthe approved Financial Plan will require the issuance of debt. An increase in DART's commercialpaper program is an important financing tool that will allow DART to take changing financialconditions into account in the future.. The purpose of this item is to request approval to increase the amount of outstanding commercialpaper from $150 million to $400 million. This increase in outstanding commercial paper will besupported by a revised Revolving Credit Agreement, a self-liquidity program, or a combination ofboth.. The increased level of commercial paper funding capacity will permit the current busprocurement to be paid out over a five-year timeframe as opposed to higher amounts within a twoto three-year period.. The FY 2012 Twenty-Year Financial Plan includes the assumption that no more than $400million in commercial paper will be outstanding during the life of the Plan.. The discussion will help achieve the Board's Strategic Priority of Managing System Developmentand Maintaining Infrastructure.LEGAL CONSIDERATIONS. Section 452.054 of the Texas Transportation Code authorizes DART to exercise all powersnecessary or convenient to carry out the purposes or the provisions of the statute.. Section 452.352 of the Texas Transportation Code authorizes DART to issue bonds and notes asit shall consider necessary or appropriate for the acquisition, purchase, construction, or extensionof the transportation system.RevCreditAgreementIncrease-COTW2 6/13/20122:46:00PM 2DRAFTRESOLUTIONof theDALLAS AREA RAPID TRANSIT BOARD(Executive Committee)Authorization to Increase Outstanding Commercial Paper Issued to $400 MillionWHEREAS, the Board of Directors (the "Board") of Dallas Area Rapid Transit ("DART")pursuant to Resolution No. 010014 (the "Master Debt Resolution") and Resolution No. 010015(the "First Supplemental Debt Resolution"), both approved by the Board on January 23, 2001,authorized the issuance of Dallas Area Rapid Transit Senior Subordinate Lien Sales Tax RevenueCommercial Paper Notes, Series 2001, in the maximum principal amount of $650,000,000 (the"Commercial Paper Notes"); andWHEREAS, a commercial paper program requires a back-up credit facility or self-liquidityprogram to issue commercial paper debt; andWHEREAS, on December 14, 2010 (Resolution No. 100163), the Board approved a SubstituteRevolving Credit Agreement that installed Bank of America as the Lender for $150 million andamended the First Supplemental Debt Resolution to reflect the Substitute Revolving CreditAgreement; andWHEREAS, DART's future capital expansion and planned equipment replacements (State ofGood Repair) in the approved Financial Plan will require the issuance of debt; andWHEREAS, the increased level of commercial paper funding capacity will permit the current busprocurement to be paid out over a five-year timeframe as opposed to higher amounts within a twoto three-year period; andWHEREAS, the FY 2012 Twenty-Year Financial Plan includes the assumption that no more than$400 million in commercial paper will be outstanding during the life of the Plan.NOW, THEREFORE, BE IT RESOLVED, by the Dallas Area Rapid Transit Board of Directorsthat:Section 1: The President/Executive Director or his designee is authorized to increaseoutstanding commercial paper issued to $400 million.Section 2: Final Board approval of the documents to implement this increase will berequired.Rev Credit Agreement Increase-COTW2 1Authorization to Increase Outstanding Commercial Paper Issued to $400 Million Prepared by: Approved as to fonn: David Leininger Executive Vice President Chi inancial Officer Approved by: Rev Credit Agreement Increase 2 *Discussion on Selection of DART General Counsel & Interviews Committee-of-the-Whole Agenda Item 6 DRAFTRESOLUTIONof theDALLAS AREA RAPID TRANSIT BOARD(Executive Committee)Authorize Waiver of Certain Provisions of DART Board Rules of Procedures and DARTBoard Policy V.01 for Scott CarlsonWHEREAS, Scott Carlson has resigned as a member of the DART Board of Directors; andWHEREAS, James F. Adams has been appointed by the City of Dallas to serve in Scott Carlson'sposition until the end of the term and was given his oath of office as a DART Board member onJune 15, 2012; andWHEREAS, DART Board Policy V.01 and Rule 5 of the DART Board Rules of Procedureprohibit a board member, during his or her term as a board member and for a period of one yearfollowing the end of the term from participating, either directly or through the board member'sspouse, as a principal in any DART contact of first tier subcontract or as an employee of acontractor or first tier subcontractor of DART; andWHEREAS, DART Board Policy V.01 and Rule 5 of the DART Board Rules of Procedurefurther prohibit a board member, during his or her term as a board member and for a period of oneyear following the end of the term from appearing for remuneration on behalf of or representingany private third party before the DART Board or any DART committee, task force, orsubcommittee; andWHEREAS, DART Board Policy V.01 and Rule 5 of the DART Board Rules of Procedurefurther provide that if the Board determines that it is in the best interest of DART, theserequirements may be modified or waived by the affirmative vote of two-thirds of the members;andWHEREAS, the Board has determined that it is in DART's best interest to waive theserequirements for Scott Carlson.NOW, THEREFORE, BE IT RESOLVED by the Dallas Area Rapid Transit Board of Directors,by a two-thirds vote:Section 1: That the prohibition in Rule 5.1(A)(1) of the DART Board Rules ofProcedure and in Section 1.A.(A) of DART Board Policy V.01 that prohibit aboard member, during his or her term as a board member and for a period ofone year following the end of the term from participating, either directly orthrough the board member's spouse, as a principal in any DART contract orfirst tier subcontract or as an employee of a contractor or first tiersubcontractor of DART is hereby waived for Scott Carlson.AuthorizeWaiver-COTW2 1Agenda Item 7 Committee-of-the-Whole Voting Requirements: 2/3 Section 2: That the prohibition in Rule S.I(A)(7) of the DART Board Rules of Procedure and in Section 1.A(7) of DART Board Policy V.OI that prohibit a board member, during his or her term as a board member and for a period of one year following the end of the term from appearing for remuneration on behalf of or representing any private third party before the DART Board or any DART committee, task force, or subcommittee is hereby waived for Scott Carlson. Prepared by: ~ . ~ h ~ f { o ~ tJp= Director, Office of Board Support Approved as to form: ~ ([7w7n-oA Office of Gen ralcounsel Authorize Waiver-BD 2 Agenda Report DATE: June 12, 2012 SUBJECT: Approval of the Fourth Option Year for Annual Software Maintenance with Hansen Information Technologies RECOMMENDATION Approval of a resolution authorizing the President/Executive Director or his designee to exercise a contract option for annual software maintenance services with Hansen Information Technologies [Contract No. C-1016109-01] to: 1) exercise the fourth option; and 2) increase the not-to-exceed amount by $155,611 for a new total authorized amount not to exceed $714,855 $714,851. COMMITTEE CONSIDERATIONS On June 12, 2012, the Administrative Committee unanimously moved to forward this item to the June 26, 2012 Committee-of-the-Whole for Initial Consideration. FINANCIAL CONSIDERATIONS This contract option for annual software maintenance services is included in the Technology Departments approved FY 2012 operating budget. Sufficient funding for this contract option in the amount of $155,611 is included in both the Technology Departments FY 2012 Operating Expense Budget and the Operating Expense line item of the FY 2012 Twenty-Year Financial Plan. BUSINESS PURPOSE DARTs Maintenance and Materials Management departments depend on automated systems provided by Hansen Information Technologies (formerly SPEAR Technologies) for the daily delivery and asset maintenance of buses, light rail vehicles, support vehicles, facilities, right-of-way, and other various infrastructure assets. Approval of this contract option will help achieve the Board Strategic Priority VI: Use technology to integrate and advance services and system; Goal 3: Leverage technology for maximum benefit to agency and stakeholders. Voting Requirements: Majority AGENDA ITEM NO. 8 The asset maintenance software has been a part of DARTs maintenance and materials management business fabric since 2000. This software, which is comprised of three main modules (Workforce Manager, Materials Manager, and Infrastructure Manager), provides for a paperless system of work order assignments and overall revenue and non-revenue fleet and facilities management plus management of DARTs parts inventory system that supports maintenance and other supplies requirements. The enterprise software is serviced and maintained through an annual software maintenance agreement that provides for upgrades, patches, and 24x7 technical support. The annual software maintenance agreement can only be provided by Hansen Information Technologies due to the proprietary nature of the source code. In October 2008, a new contract for software maintenance was negotiated with Hansen Information Technologies that included pricing for one base year and four option years for software maintenance. The pricing schedule provides DART with a very stable software maintenance price increase of only 3% for each year. The base year contract amount was $133,673. The following table identifies the history of this contract from the date of award: Date Action Contract Change Amount Board Authorized Amount 10/08 Contract Awarded-(under Board approval threshold) $133,673.40 10/22/09 Exercised First Option Period Resolution No. 090123 $137,684 $271,360 08/24/10 Exercised Second Option Period Resolution No. 100094 $141,814 $413,174 08/23/11 Exercised Third Option Period Resolution No. 110081 $146,079 $559,239.64 Base Year $133,673Option Year 1 $137,684Option Year 2 $141,814Option Year 3 $146,069TOTAL $559,240 Contract to Date $559,240Option Year 4 $150,451Infrastructure Miles Track Module Maintenance $5,160TOTAL $714,851 PROCUREMENT CONSIDERATIONS The base term of the contract is one year with four, one-year options. Pricing for the option year is determined to be fair and reasonable. The contract option analysis is provided as Attachment 1. D/M/WBE CONSIDERATIONS The goal for this contract was established in 2008 at 1% M/WBE combination participation. Hansen Information Technologies, the prime contractor, has no direct M/WBE participation. The M/WBE analysis and the prime contractors Equal Employment Opportunity information are included in Attachment 2. The firms actual EEO-1 report is available upon request. LEGAL CONSIDERATIONS Section 452.055 of the Texas Transportation Code authorizes DART to contract for the provision of goods and services. Attachment 1 1 Dallas Area Rapid Transit Authority CONTRACT OPTION ANALYSIS Modification No. 04 A. Contract Description: Software Maintenance Agreement B. Contractor: Hansen Information Technologies C. Contract Number: C-1016109-01 D. Contractual Action: Exercise the fourth one-year option and add maintenance for Infrastructure Miles Track software module. E. Current Contract Amount: Not-to-exceed $559,240. F. Contract Modification Amount: Not-to-exceed $155,611 G. New Contract Amount: Not-to-exceed $714,855 $714,851 H. Contract Type: Definite Quantity/Definite Delivery I. Current Term of Contract/Performance Period: October 01, 2008 - September 30, 2012 J. Remaining Options Available: none K. Price Considerations: The option pricing was evaluated along with the base pricing and approved by the Board prior to awarding the contract. The pricing increase of 3% for this new option year is very close in comparison to the Consumer Price Index (CPI) annual inflation rate of 2.7%. The annual 3% increase is also in line with similar software maintenance contracts that the agency has in place at this time. Hansens standard annual increase on maintenance is usually 50% higher. This modification also includes maintenance for the new Infrastructure Miles Track module in the amount of $5,160.22. Therefore, this price is considered fair and reasonable. L. Funding: Local M. Determination of Responsibility: Reference Check: Satisfactory Financial Responsibility Survey: Satisfactory Debarred/Suspended list: Not on the debarred/suspended list. Determination and Recommendation Hansen Information Technologies, Inc. is determined to be a responsible contractor for the modification described above. Therefore, execution of the contract modification is recommended. Attachment 2 Approval of the Fourth Option Year for Annual Software Maintenance with Hansen Information Technologies M/WBE CONSIDERATIONS The goal for this contract was established in 2008 at 1% M/WBE combination participation. Hansen Information Technologies, the prime contractor, has no direct M/WBE participation on this software maintenance agreement. Note: The goal is based on the new contract not-to-exceed amount of $714,855 $714,851. If there are any changes to the contract, the original goal shall still apply. Summary of EEO-1 Information: Hansen Information Technologies is located in Sacramento, CA and employs 66 individuals. The following is an analysis of their EEO-1 information. ASIAN BLACK HISPANICNATIVE AM.WHITETOTAL PercentageMALES 16 2 1 0 30 49 74.24% FEMALES 9 1 1 0 6 17 25.76% TOTAL 25 3 2 0 36 66 100% PERCENTAGE 37.88% 4.54% 3.03% 0% 54.55% 100% Software Maintenance-Hansen Technologies.doc 1 06/21/2012--1:22 PM DRAFT RESOLUTION of the DALLAS AREA RAPID TRANSIT BOARD (Executive Committee) Approval of the Fourth Option Year for Annual Software Maintenance with Hansen Information Technologies WHEREAS, DARTs Maintenance and Materials Management departments rely on automated systems support for the daily operations of DART services; and WHEREAS, these automated systems, provided by Hansen Information Technologies, are maintained through annual software maintenance agreements; and WHEREAS, the third option year expires on September 30, 2012, and DART desires to execute the fourth option year; and WHEREAS, the proposed price for this contract option is determined to be fair and reasonable; and WHEREAS, funding for this contract option is within current Budget and FY 2012 Twenty-Year Financial Plan allocations. NOW, THEREFORE, BE IT RESOLVED by the Dallas Area Rapid Transit Board of Directors that the President/Executive Director or his designee is authorized to exercise a contract option for annual software maintenance services with Hansen Information Technologies [Contract No. C-1016109-01] to: Section 1: Exercise the fourth, one-year option. Section 2: Increase the not-to-exceed amount by $155,611, for a new total authorized amount not to exceed $714,855 $714,851. Approval of the Fourth Option Year for Annual Software Maintenance with Hansen Information Technologies Prepared by: Chief Financial Officer avid Leininger Executive Vice President Approved as to form: Approved b Software Maintenance-Hansen Infonnation Technologies 2 Trapeze Contract Option.doc 1 6/21/2012 1:50:00 PM Agenda Report DATE: June 26, 2012 SUBJECT: Approval of the First Option Year for Annual Software Maintenance with Trapeze Software Group, Inc. Approval of a resolution authorizing the President/Executive Director or his designee to execute a contract option for software maintenance services with Trapeze Software Group, Inc. to: 1) exercise the first one-year option; and 2) increase the not-to-exceed amount by $654,549 for a new total authorized amount not to exceed $2,499,772 $2,499,773. COMMITTEE CONSIDERATIONS On June 12, 2012 The Administrative Committee unanimously moved to forward this item to the June 26, 2012 Committee-of-the-Whole for Initial Consideration. FINANCIAL CONSIDERATIONS This contract option for software maintenance services is included in the Technology Departments approved FY 2012 operating budget. Sufficient funding for this contract option in the amount of $654,549 is included in both the Technology Departments FY 2012 Operating Expense Budget and the Operating Expense line item of the FY 2012 Twenty-Year Financial Plan. BUSINESS PURPOSE Many of DARTs administrative and operational functions are supported by proprietary or what is termed in the software industry as enterprise software applications. Technical support for these types of enterprise applications is provided through annual software maintenance agreements. The annual maintenance fees provide free upgrades, software patches, break/fix analysis, and in most cases technical support seven days a week, 24 hours a day. DART has purchased 17 integ