Agenda - dart.org · Commercial Paper Program, and Agenda Item 6, Approval of the Eighteenth...

Quorum = 8

Agenda Dallas Area Rapid Transit

COMMITTEE-OF-THE-WHOLE Tuesday, December 11, 2018, 5:00 P.M. - Conference Room C

1401 Pacific Ave., Dallas, Texas 75202

General Items: 1. Approval of Minutes: November 13, 2018 2. *Briefing on Items of Interest to DART Included on the December 13, 2018 North

Central Texas Council of Governments, Regional Transportation Council Agenda (Sue S. Bauman)

3. This item will be discussed at Board Meeting Only. 4. This item will be discussed at Board Meeting Only.

Consent Items: Capital Construction Oversight:

5. Contract Award for On-Call Construction Projects (Michele Wong Krause/Tim McKay) 6. Approval of Owner-Controlled Insurance Program (OCIP) for Capital Construction

Projects (Michele Wong Krause/Gary Thomas) Operations, Safety & Security:

7. Contract for System-Wide Landscape Management for DART Properties and Stations (Patrick J. Kennedy/Carol Wise)

8. Contract Award for Cummins Rebuilt Engine Parts with Core Exchange (Patrick J. Kennedy/Carol Wise)

9. Contract Award for Bus Stop Benches, Shelters, Solar Powered Lights and Other Amenities (Patrick J. Kennedy/Tim McKay)

10. Contract for Tasers and Related Accessories (Holsters, Training Cartridges, Duty Cartridges, Batteries) for DART Police (Patrick J. Kennedy/Carol Wise)

11. Increase Funding for TRE Operations and Maintenance Contract for Positive Train Control (PTC) Support (Patrick J. Kennedy/Tim McKay)

12. Approval to Execute an Interlocal Agreement (ILA) with Collin County for Jail Services (Patrick J. Kennedy/Carol Wise)

DART Bus Service, LGC: 13. Approval to Change the Name of the Dallas Area Rapid Transit Bus Service, LGC (LGC)

to Dallas Area Rapid Transit Mobility Service, LGC (LGC), to Amend the LGC’s Bylaws, and to Amend the Interlocal Agreement between DART and the LGC (Sue S. Bauman)

Individual Items: 14. +Contract for Employee Assistance Program (EAP) Services

(Rick Stopfer/Gary Thomas) 15. +Contract Award for Design-Build Services for Cotton Belt Corridor Regional Rail

Project (Michele Wong Krause/Tim McKay)

Quorum = 8

Agenda

16. +Contract Award for Program Manager/Owner’s Representative (PMOR) for the Cotton Belt Corridor Regional Rail Project (Michele Wong Krause/Tim McKay)

17. +Call for Public Hearing to Eliminate the Current D-Link Service and Replace with a Mobility On-Demand Service to Include a Fare, or a Non-DART Transportation Network Company (TNC) Subsidy Program (Patrick J. Kennedy/Carol Wise)

18. *Briefing on DART’s State Legislative Agenda for the 86th Session of the Texas Legislature (Mark Enoch/Jesse Oliver)

19. *State Legislative Update (Mark Enoch/Jesse Oliver) 20. *Update on Positive Train Control (PTC) (Patrick J. Kennedy/Tim McKay) Other Items: 21. This item will be discussed at Board Meeting Only. 22. Identification of Future Agenda Items 23. Adjournment

+Same Date Action Item for Approval by the Board of Directors *This Is A Briefing Item Only

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, Deliberation Regarding Real Property 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 or 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

Dallas Area Rapid Transit 6:30 P.M. BOARD OF DIRECTORS’ MEETING

Tuesday, December 11, 2018 - Board Room 1401 Pacific Ave., Dallas, Texas 75202

General Items:

1. Approval of Minutes: November 13, 2018 2. This item will be discussed at Committee-of-the-Whole Only. 3. CAC Report for the November 15, 2018 Meeting 4. Public Comments

Consent Items: Capital Construction Oversight:

5. Contract Award for On-Call Construction Projects (Michele Wong Krause/Tim McKay)

6. Approval of Owner-Controlled Insurance Program (OCIP) for Capital Construction Projects (Michele Wong Krause/Gary Thomas)

Operations, Safety & Security: 7. Contract for System-Wide Landscape Management for DART Properties and

Stations (Patrick J. Kennedy/Carol Wise) 8. Contract Award for Cummins Rebuilt Engine Parts with Core Exchange

(Patrick J. Kennedy/Carol Wise) 9. Contract Award for Bus Stop Benches, Shelters, Solar Powered Lights and Other

Amenities (Patrick J. Kennedy/Tim McKay) 10. Contract for Tasers and Related Accessories (Holsters, Training Cartridges, Duty

Cartridges, Batteries) for DART Police (Patrick J. Kennedy/Carol Wise) 11. Increase Funding for TRE Operations and Maintenance Contract for Positive Train

Control (PTC) Support (Patrick J. Kennedy/Tim McKay) 12. Approval to Execute an Interlocal Agreement (ILA) with Collin County for Jail

Services (Patrick J. Kennedy/Carol Wise) DART Bus Service, LGC: 13. Approval to Change the Name of the Dallas Area Rapid Transit Bus Service, LGC

(LGC) to Dallas Area Rapid Transit Mobility Service, LGC (LGC), to Amend the LGC’s Bylaws, and to Amend the Interlocal Agreement between DART and the LGC (Sue S. Bauman)

Individual Items: 14. +Contract for Employee Assistance Program (EAP) Services

(Rick Stopfer/Gary Thomas) 15. +Contract Award for Design-Build Services for the Cotton Belt Corridor Regional

Rail Project (Michele Wong Krause/Tim McKay)

Quorum = 10

16. +Contract Award for Program Manager/Owner’s Representative (PMOR) for the Cotton Belt Corridor Regional Rail Project (Michele Wong Krause/Tim McKay)

17. +Call for Public Hearing to Eliminate the Current D-Link Service and Replace with a Mobility On-Demand Service to Include a Fare, or a Non-DART Transportation Network Company (TNC) Subsidy Program (Patrick J. Kennedy/Carol Wise)

18. This item will be discussed at Committee-of-the-Whole Only. 19. This item will be discussed at Committee-of-the-Whole Only. 20. This item will be discussed at Committee-of-the-Whole Only. Other Items: 21. Public Comments 22. This item will be discussed at Committee-of-the-Whole Only. 23. Adjournment

+Same Date Action Item for Approval by the Board of Directors The Board of Directors 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, Deliberation Regarding Real Property for real estate issues. or under Section 551.074 for Personnel matters, or under Section 551.076, for deliberation regarding 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. I

MINUTES DALLAS AREA RAPID TRANSIT COMMITTEE-OF-THE-WHOLE

November 13, 2018

The Dallas Area Rapid Transit Committee-of-the-Whole meeting convened on Tuesday, November 13, 2018, at 4:42 p.m., at DART Headquarters, 1401 Pacific Avenue, Dallas, Texas, with Chair Bauman presiding.

The following Board members were present: Sue S. Bauman, Paul N. Wageman, Michele Wong Krause, Jonathan R. Kelly, Tim Hayden, Jon-Bertrell Killen, Ray Jackson, Patrick J. Kennedy, Gary Slagel, Rick Stopfer, Lissa Smith and Dominique P. Torres.

Mr. Mark Enoch, and Ms. Amanda Moreno, were absent.

General Items:

1. Approval of Minutes: October 30, 2018

Ms. Smith moved to approve the October 30, 2018, Committee-of-the-Whole Meeting Minutes, as written.

Mr. Stopfer seconded and the Minutes were approved unanimously.

Mr. Kennedy stepped out of the meeting at 4:43 p.m.

2. *Briefing on Items of Interest to DART Included on the November 8, 2018 North Central Texas Council of Governments, Regional Transportation Council Agenda

Chair Bauman provided.

3. This item will be discussed at Board Meeting only.

Consent Items:

Mr. Killen entered, and Mr. Kennedy reentered, the meeting at 4:45 p.m.

Public Affairs and Communication:

4. Contract Modification to Upgrade Board Committee Meeting Recording Equipment

Mr. Killen moved to forward this draft resolution to the Board of Directors, with a recommendation, stating the President/Executive Director, or his designee, is authorized to execute a contract modification for DART Board Committee meeting recording equipment with Swagit Productions, LLC, [Contract No. C-2020936-01) to:

Section 1:

Section 2:

Upgrade Board committee meeting recording equipment.

Increase the not-to-exceed amount by $48,590, for a new total amount not to exceed $275,683.

Mr. Jackson seconded and the items were approved unanimously.

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Budget and Finance:

Prior to recusing himself, Mr. Wageman recommended the language on both, Agenda Item 5, Approval of the Seventeenth Supplemental Debt Resolution to Authorize a Bank-Backed Commercial Paper Program, and Agenda Item 6, Approval of the Eighteenth Supplemental Debt Resolution to Authorize an Extendible Commercial Paper Program, be cleaned up regarding the names listed as authorized personnel.

Mr. Wageman recused himself at 4:45 p.m.

5.

Mr. Killen moved to forward Agenda Items 5 and 6 to the Board of Directors.

Approval of the Seventeenth Supplemental Debt Resolution to Authorize a BankBacked Commercial Paper Program

Moved to forward this draft resolution to the Board of Directors, with a recommendation, stating the Seventeenth Supplemental Debt Resolution, in substantially the same form as shown in Exhibit 1 to this Resolution, that authorizes:

Section 1: The issuance from time-to-time of bank-backed commercial paper notes up to an amount of $125 million outstanding.

Section 2:

Section 3:

Section 4:

The President/Executive Director or his designee to execute a revolving credit agreement.

The President/Executive Director or his designee to execute a note purchase agreement.

The approval of an Offering Memorandum.

Section 5: The approval of other related documents in association with the establishment of an interim financing vehicle for upcoming capital projects.

6. Approval of the Eighteenth Supplemental Debt Resolution to Authorize an Extendible Commercial Paper Program

Moved to forward this draft resolution to the Board of Directors, with a recommendation, stating the Eighteenth Supplemental Debt Resolution, in substantially the same form as shown in Exhibit 1 to this Resolution, that authorizes:

Section 1: The issuance from time-to-time on of extendible commercial paper notes up to an amount of $125 million outstanding.

Section 2:

Section 3:

Section 4:

The President/Executive Director or his designee to execute a dealer agreement.

Approval of an Offering Memorandum.

Approval of other related documents in association with the establishment of an interim financing vehicle for upcoming capital projects.

Mr. Slagel seconded and the item was approved unanimously.

Mr. Wageman reentered the meeting at 4:48 p.m.

11.13.2018 COTW Minut s.docx 2 121412018; 8:00 A.i\-l

Individual Items:

Mr. Wageman recused himself at 4:49 p.m.

7. Naming Rights Agreement with Southern Methodist University (SMU)

Mr. Killen moved to forward this draft resolution to the Board of Directors, with a recommendation, stating the President/Executive Director, or his designee, is authorized, subject to legal review, to award a ten-year revenue-generating naming rights agreement with Southern Methodist University (SMU) for a total estimated revenue amount of not less than $460,000.

Mr. Slagel seconded and the items were approved unanimously.

Mr. Wageman reentered the meeting at 4:49 p.m.

8.

9.

+ Appointment of Director to the Dallas Area Rapid Transit Bus Service, LGC, Board of Directors

Mr. Jackson moved to forward this draft resolution to the Board of Directors, with a recommendation, stating Carol Wise is hereby appointed to the Dallas Area Rapid Transit Bus Service, LGC Board of Directors commencing on the date hereof and ending on December 31, 2019, or until a replacement director is appointed.

Mr. Stopfer seconded and the item was approved unanimously.

+Approval of Fiscal Year 2018 Goals-Related Compensation for President/Executive Director

Mr. Gary Thomas, President/Executive Director, provided a preamble prior to beginning his briefing.

Mr. Wageman left the meeting at 5:02 p.m.

Mr. Thomas then briefed the Committee (see handout on file with the Office of Board Support) as follows:

• FY 2018 Goals and Performance Measures (Handout)

Mr. Jackson stepped out of the meeting at 5:14 p.m.

Ms. Wong Krause stepped out of the meeting at 5: I 5 p.m.

Ms. Wong Krause reentered the meeting at 5:22 p.m.

Ms. Torres entered, and Mr. Jackson reentered, the meeting at 5:24 p.m.

Chair Bauman stated that it was 5:32 p.m. on Tuesday, November 13, 2018, and unless the individual being reviewed requests that this item be discussed in public, the Dallas Area Rapid Transit Committee-of-the-Whole was going into Closed Session under the Texas Open Meetings Act, Section 551.074, which allows deliberation of a personnel matter, to discuss Agenda Item 9, +Approval of Fiscal Year 2018 GoalsRelated Compensation for President/Executive Director.

The Committee reconvened into Open Session at 6:04 p.m.

Mr. Stopfer moved to forward this draft resolution to the Board of Directors, with a recommendation, Gary C. Thomas, President/Executive Director, shall receive a one-

11. 13.201 & COTW l\!inutes.docx 3 12/4/2018: 8:00 A.I\L

time lump sum payment in the specified percentage, of the maximum amount, specified in Paragraph E or F of Article IV, as appropriate, of the Employment Agreement between DART and Gary C. Thomas authorized in Resolution No. 150028.

Ms. Smith seconded and the item was approved unanimously.

Chair Bauman stated the meeting was at ease at 6:05 p.m.

10. *Discussion of President/Executive Director' s Duty to Implement Policies, Procedures. and Practices

Once a quorum was established, Chair Bauman stated that it was 6: 12 p.m. on Tuesday, November 13, 2018, and unless the individual being reviewed requests that this item be discussed in public, the Dallas Area Rapid Transit Committee-of-theWhole was going into Closed Session under the Texas Open Meetings Act, Section 551.074, which allows deliberation of a personnel matter, to discuss Agenda Item 10, *Discussion of President/Executive Director's Duty to Implement Policies, Procedures, and Practices.

The Committee reconvened into Open Session at 6:35 p.m.

Other Items:

11. This item will be discussed at Board Meeting only.

12. Identification of Future Agenda Items

There were no future agenda items identified for this committee.

13. Adjournment

There being no further business to discuss, the meeting was adjourned at 6:36 p.m.

~--- 0:--Jose ma Chavira, CAP Board Committee Secretary

/jc

+ Same Night Item * Briefing Item

11.13.2018 COTW Minules.docx 4 1214/2018: 8:00 :\.M

AGENDA ITEM NO. 1

MINUTES DALLAS AREA RAPID TRANSIT

BOARD OF DIRECTORS' November 13, 2018

The Dallas Area Rapid Transit Board of Directors' meeting convened on Tuesday, November 13, 2018 at 6:39 p.m., at DART Headquarters, 1401 Pacific Avenue, Dallas, Texas, with Chair Bauman presiding.

City of Dallas Sue S. Bauman - Chair Ray Jackson Patrick J. Kennedy Jon-Bertrell Killen Michele Wong Krause- Secretary Amanda Moreno Dominique P. Torres

City of Garland Jonathan R. Kelly-Assistant Secretary

City of Irving Rick Stopfer

City of Plano Paul N. Wageman - Vice-Chair

City of Cockrell Hill and Dallas VACANT

Cities of Carrollton and Irving Tim Hayden

Cities of Farmers Branch and Plano Lissa Smith

Cities of Garland, Rowlett, and Glenn Heights Mark C. Enoch

Cities of Richardson and University Park; Towns of Addison and Highland Park Gary A. Slagel

Ms. Amanda Moreno, Mr. Jonathan R. Kelly, Mr. Paul N. Wageman, and Mr. Mark Enoch were absent.

11.13.2018 Board Minutes.docx 12/4/2018; 8:00 am

General Items:

I. Approval of Minutes: October 30, 2018

Ms. Smith moved to approve the October 30, 2018, Board of Directors' meeting Minutes, and entered into record, as written.

Mr. Stopfer seconded and the item was approved unanimously.

2. This item will be discussed at Committee-of-the-Whole Only.

3. Public Comments

Chair Bauman reviewed the rules that govern the Public Comments portion of the meeting, including the Code of Conduct for Citizens, News Media, and Visitors at DART Board Meetings (on file with the Office of Board Support).

The following individuals addressed the Board:

Mr. Jim Scherm beck; Dallas, TX: Mr. Schermbeck invited the DART Board to an event for the Electric Bus Crawl.

Mr. Kenneth Newton; Dallas, TX: Mr. Newton voiced concern regarding not being notified when there is a change on his Paratransit ride.

Ms. Maria Reyes; Dallas, TX: (Spanish Language) Ms. Reyes spoke in reference to a complaint against a bus operator and an ongomg investigation.

Chair Bauman referred Ms. Reyes to Mr. Herold Humphrey, Vice President of Bus Operations.

Mr. Marvin Reese, Dallas, TX: Mr. Reese discussed the Deep Ellum Station and development in that area.

Ms. Charntell Richardson. Garland, TX Ms. Richardson, DART retiree of 30 years of service, recommended changes in DAR T's culture and policies.

Ms. Beverlyn Banks, DART Employee: Ms. Banks, DART Employee, spoke in reference to placing several applications for other positions within DART and being denied interviews.

Ms. Niki Stolis, Dallas, TX: Ms. Stolis stated she was a downtown Dallas homeowner and an avid user of the DART system. She then complimented DART on its service and available apps.

Ms. Sherilyn Samuels, Dallas, TX: Ms. Samuels read the scripture, Psalm 7:1-17. She then made reference to a bus operator incident involving mobility impaired customers.

Mr. Benton Payne; Dallas, TX: Mr. Payne spoke in reference to the Second CBD Light Rail Alignment (D2 Subway) Project proposals and the presentation given, at the Planning Committee.

I 1. 13.20 18 Board Minutes.docx 2 12/4/20 18; 8:00 am

Ms. Jearldine McDaniel; Dallas, TX: Ms. McDaniel voiced her hope that the DART Pink Bus be brought back. She then noted she had a few concerns with Paratransit.

Chair Bauman referred Ms. McDaniel to Mr. Doug Douglas, Vice President of Mobility Management Services, and Mr. Todd Plesko, Vice President of Service Planning and Scheduling.

Consent Items:

Public Affairs and Communication:

4. Contract Modification to Upgrade Board Committee Meeting Recording Equipment

Mr. Killen moved for approval of Resolution 180119 stating the President/Executive Director, or his designee, is authorized to execute a contract modification for DART Board Committee meeting recording equipment with Swagit Productions, LLC, [Contract No. C-2020936-01] to:

Section 1:

Section 2:

Upgrade Board committee meeting recording equipment.

Increase the not-to-exceed amount by $48,590, for a new total amount not to exceed $275,683.

Mr. Stopfer seconded and the items were approved unanimously.

Budget and Finance:

5.

Mr. Killen moved for approval of Agenda Items 5 and 6.

Approval of the Seventeenth Supplemental Debt Resolution to Authorize a BankBacked Commercial Paper Program

Moved for approval of Resolution 180120 stating the Seventeenth Supplemental Debt Resolution, in substantially the same form as shown in Exhibit 1 to this Resolution, that authorizes:

Section 1:

Section 2:

Section 3:

Section 4:

Section 5:

The issuance from time-to-time of bank-backed commercial paper notes up to an amount of $125 million outstanding.

The President/Executive Director or his designee to execute a revolving credit agreement.

The President/Executive Director or his designee to execute a note purchase agreement.

The approval of an Offering Memorandum.

The approval of other related documents in association with the establishment of an interim financing vehicle for upcoming capital projects.

11 . 13.2018 Board Minutes.doc;,; 3 12/4/2018; 8:00 am

6. Approval of the Eighteenth Supplemental Debt Resolution to Authorize an Extendible Commercial Paper Program

Moved for approval of Resolution 180121 stating the Eighteenth Supplemental Debt Resolution, in substantially the same form as shown in Exhibit 1 to this Resolution, that authorizes:

Section 1:

Section 2:

Section 3:

Section 4:

The issuance from time-to-time on of extendible commercial paper notes up to an amount of $125 million outstanding.

The President/Executive Director or his designee to execute a dealer agreement.

Approval of an Offering Memorandum.

Approval of other related documents in association with the establishment of an interim financing vehicle for upcoming capital projects.

Mr. Slagel seconded and the items were approved unanimously.

Individual Items:

7. Naming Rights Agreement with Southern Methodist University {SMU)

Mr. Killen moved for approval of Resolution 180122 stating the President/Executive Director, or his designee, is authorized, subject to legal review, to award a ten-year revenue-generating naming rights agreement with Southern Methodist University (SMU) for a total estimated revenue amount of not less than $460,000.


8. +Appointment of Director to the Dallas Area Rapid Transit Bus Service, LGC, Board of Dfrectors

Mr. Stopfer moved for approval of Resolution 180123 stating Carol Wise is hereby appointed to the Dallas Area Rapid Transit Bus Service, LGC Board of Directors commencing on the date hereof and ending on December 31, 2019, or until a replacement director is appointed.

Ms. Wong Krause seconded and the item was approved unanimously.

9. +Approval of Fiscal Year 2018 Goals-Related Compensation for President/Executive Director

10.

Mr. Stopfer moved for approval of Resolution 180124 stating Gary C. Thomas, President/Executive Director, shall receive a one-time lump sum payment, as specified in Paragraph E or F of Article JV, as appropriate, of the Employment Agreement between DART and Gary C. Thomas authorized in Resolution No. 150028.


This item will be discussed at Committee-of-the-Whole. Only.

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Other Items:

11. Public Comments

Ms. Wong Krause left the meeting at 7: 17 p.m., causing a loss of a quorum.

The following individuals addressed the Board:

Mr. DeBoss Christian: DART Employee: Mr. Christian voiced appreciation of a few staff members for their assistance with the DART employee insurance.

12. This item will be discussed in Committee-of-the-Whole only.

13. Adjournment

There being no further business to discuss, the meeting was adjourned at 7:20 p.m.

/jc

+ Same Night Item * Briefing Item

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Agenda ReportCommittee-of-the-Whole

Board Meeting Attachments:1. Contract Award Analysis2. D/M/WBE Details

Voting Requirements: Majority

DATE: December 11, 2018 SUBJECT: Contract Award for On-Call Construction Projects

RECOMMENDATION

Approval of a resolution authorizing the President/Executive Director or his designee to: 1) establisha contract allowance for on-call construction services over the next three years for a total authorizedamount not to exceed $10,000,000; 2) award a three-year contract to Phillips/May Corporation in aminimum amount of $250,000; and 3) award a three-year contract to Real Network Services, Inc., fora minimum amount of $250,000.

COMMITTEE CONSIDERATIONS

. On November 13, 2018, the Capital Construction Oversight Committee unanimously moved toforward this item to the December 11, 2018, Committee-of-the-Whole Consent Agenda.

FINANCIAL CONSIDERATIONS

. These contracts for on-call construction services are included in various project budgets in theapproved FY 2019 Operating Expense and Capital budgets.

. Sufficient funding for these contracts in an amount up to $10,000,000 is included in variouscapital and Operating Expense project budgets of the Growth and Regional DevelopmentDepartment’s FY 2019 Budget, and capital line items of the approved FY 2019 Twenty-YearFinancial Plan.

. Some of the task orders issued under this contract allowance may be federally funded, and thelocal share may be paid with local funds or financed by debt.

BUSINESS PURPOSE

. Approval of these contracts will help achieve Board Strategic Priority 2: Optimize and preserve(state of good repair) the existing transit system.

. DART's Growth and Regional Development Department has an immediate need for a three-yearcontract for on-call construction services for implementation of small capital projects as well asinstallation of new shelters and passenger amenities, repairs, upgrades, and renovations ofoperations and maintenance facilities. These types of projects require on-call contractors forrapid response to complete these assignments efficiently, on time and within budget. The work isauthorized and funded on a task order basis, funded from existing budgets, and is awarded on a

AGENDA ITEM NO. 5

Contract Award for On Call Projects-BD 11/14/2018 2:09:50 PM1

rotational basis for projects up to $50,000, and on a competitive basis for projects between$50,000 and $250,000. All task orders to be paid with any federal grant funds will be awardedon a competitive basis. All task orders will be expended from the contract reserve.

. A full procurement process is required for projects over $250,000 as per Board Policy.

. In addition to providing DART a readily available source of construction services for smallerprojects, DART provides ongoing training to the awarded contractors for the duration of thecontract to develop their contracting business skills. This includes construction and projectmanagement, estimating, budgeting, planning, scheduling, and regulatory code knowledge.

. Each $250,000 contract amount establishes the minimum level of work that will be awarded toeach contractor over this three-year period. The contract reserve amount of $10,000,000 is anestimation of funds to be expended over this three-year period based on previous constructionhistory and current forecasted construction projects.

. Examples of construction work (task orders) that may be performed under this contract reserveare:

. Homeland Security Projects . Advance Technology Projects (ITS) . LRT and Bus Facility Upgrades . TRE Station Improvements . Bus Shelter Concrete and Sidewalk Improvements . Pavement, Sidewalk, Curb, and Gutter Replacement – All Operating Facilities . Crewroom Buildings . Roofing Repairs and Replacement . Drainage Projects . Mechanical, Electrical, and Plumbing Upgrades . Other Repair and Replacement Projects

. Multiple contracts are necessary to ensure projects can be accomplished on schedule. Previousreliance upon one contractor has led to project delays due to high volumes of work neededwithin a similar period of time.

PROCUREMENT CONSIDERATIONS

. On July 18, 2018, an Invitation for Bids (IFB) notification was sent to 664 firms for On-CallConstruction Services.

. This will be a Fixed Price, Indefinite Delivery/Indefinite Quantity On Call construction contractfor a three-year base term with no options.

. By the closing date of September 7, 2018, six bids were received.

. Real Network Services, Inc., and Gilbert May, Inc., dba Phillips/May Corporation submitted thelowest responsive bid. They possess the technical and financial capability to perform thecontract, the price is determined to be fair and reasonable, and the firm is recommended forcontract award.

. The contract Award Analysis is provided as Attachment 1.


D/M/WBE CONSIDERATIONS

. The goals for this contract were established in May 2018 at 21% DBE and 9% SBE participation(pursuant to the small business element of the DBE program).

. Both contractors have committed to meet the goals.

. The M/WBE analysis and Equal Employment Opportunity (EEO) information are included inAttachment 2. The prime contractors' actual EEO-1 reports are available upon request.

LEGAL CONSIDERATIONS

. Section 452.055 of the Texas Transportation Code authorizes DART to contract for theprovision of goods and services.


Attachment 1

Dallas Area Rapid Transit Authority

CONTRACT AWARD ANALYSIS

(Invitation for Bids)

IFB NO. B- 2041903

Contract Information

A. Description: On-call Construction Services

B. Contractors: Gilbert May, Inc., dba Phillips/May Corporation

Real Network Services, Inc.

C. Contract Number:

C-2041903-01 - Base contract

C-2041903-02 - Real Network Services, Inc.

C-2041903-03 - Gilbert May, Inc., dba Phillips/May Corporation

D. Contract Amount: Minimum amount not to exceed (NTE)

C-2041903-02 - Real Network Services, Inc. - $250,000

C-2041903-03 - Gilbert May, Inc., dba Phillips/May Corporation - $250,000

E. Contract Type: Fixed Price, Indefinite Delivery/Indefinite Quantity

F. Performance Period/Term of Contract: Three years from the date of the Notice of Award

G. Options Available: None

H. Bond Requirement: Bid Bond equal to 5% of the total bid price.

Payment and/or Performance Bonds will be required on task orders

equal to or greater than $25,000

I. Liquidated Damages: Evaluated on a per task order basis

J. Funding Source: Local and/or Federal

Solicitation Information

A. Issue Date: July 18, 2018

B. Number of email notifications: 664

C. Date and Time for Bid Receipt: September 14, 2018, at 2:00 PM

D. Bids Received: Six

Firm Name Bid Price

1. Gilbert May, Inc., dba Phillips/May Corporation $11,251,310

2. Azteca Enterprise $27,408,329

3. Reyes/Paschen Partners $16,447,675

4. Advance Contracting Group $7,677,750

5. Real Network Services, Inc. $11,673,515

6. Vescorp Construction, LLC, dba Chavez Concrete Cutting $10,098,375


Attachment 1

E. Discussion of Nonresponsive Bids: Advance Contracting Group had minor informalities.

They had arithmetic errors on the bid proposal totaling $3,078,750 and failed to sign

attachments 1 and 2 for Exhibit B. Azteca Enterprise failed to sign their Bid Schedule and

had an arithmetic error of $98.50. Vescorp Construction, LLC, dba Chavez Concrete Cutting

failed to sign their Exhibit L. Azteca Enterprise’s bid was almost triple the competitive range

and was not recommended because of the competitive price range. They were 61% over the

Independent Cost Estimate, which was $10M.

F. Bid Evaluation: All six bids were evaluated for responsiveness to the solicitation

requirements. Four offers were determined to be nonresponsive. Bids submitted by Real

Network Services, Inc., and Gilbert May, Inc., dba Phillips/May Corporation were

determined to be the lowest price responsive bids and are considered for award.

G. Price Considerations: Prices identified in the bid packages submitted by the two responsive

bidders are determined to be fair and reasonable based on the competitive nature of the bid

process.

H. Determination of Responsibility

Bond Check: Yes

Reference Check: Satisfactory

Financial Responsibility Survey: Satisfactory

Insurance Check: Will be checked prior to issuance of the Notice-to-Proceed

On-Site Inspection: N/A

Arithmetic Check: Yes

Verification of Bid: Yes

Buy America Certification and/or Audit, if applicable: N/A

Debarred/Suspended list: Not on the debarred/suspended list

I. Protests received: None

J. Determinations Required: Nonresponsive Bid and Failure to Sign Bid

Determination and Recommendation

Real Network Services, Inc., and Gilbert May, Inc., dba Phillips/May Corporation are

determined to be responsive and responsible contractors, who submitted the lowest price in full

and open competition for On-Call Construction Services. Both contractors have the capacity to

perform this contract and are recommended for award.


Attachment 2

Contract Award for On-Call Construction Projects

DBE CONSIDERATIONS

Phillips/May Corporation

The goals for this contract were established in May 2018 at 21% DBE and 9% SBE participation

(pursuant to the small business element of the DBE Program). Phillips/May Corporation, the prime

contractor, has committed to meet the goals through utilization of the following certified firms:

SBE PARTICIPATION (Pursuant to DBE Program)

VENDOR LOCATION ETHNICITY SERVICE AMOUNT PERCENT

Alman

Construction

Services Dallas, TX

Hispanic

Male

Commercial

Contracting $22,500 9.00%

TOTAL SBE PARTICIPATION: $22,500 9.00%*

DBE PARTICIPATION


Butler & Butler

Construction Lancaster,

TX Black Male

Masonry

Services $13,125 5.25%

Carrco Painting Dallas, TX Hispanic Male Painting

Services $13,125 5.25%

Diversified

Electrical Services Dallas, TX Black Male Electrical

Services $13,125 5.25%

North Texas

Ductworks Garland, TX White Female HVAC &

Plumbing $13,125 5.25%

TOTAL DBE PARTICIPATION: $52,500 21.00%*

NOTE: The goals are based on the not to exceed amount of $250,000. If there are any changes to

this amount, the original goals will apply.

*The percentages and dollar amounts may remain level, increase or decrease depending on the

circumstances.


Attachment 2

Real Network Services, Inc.

The goals for this contract were established in May 2018 at 21% DBE and 9% SBE participation

(pursuant to the small business element of the DBE Program). Real Network Services, Inc., the

prime contractor, is a certified DBE firm; therefore, the DBE goal will be met. Real Network

Services, Inc., has also committed to meet the SBE/SBC goal through utilization of the following

certified firm:



CRC Group,

Inc. Dallas, TX

Hispanic

Female

Painting

Services/Commercial

Contracting

$22,500 9.00%

TOTAL SBE PARTICIPATION: $22,500 9.00%*

NOTE: The goals are based on the not to exceed amount of $250,000. If there are any changes to

this amount, the original goals will apply.


circumstances.

Summary of EEO-1 Reports

Phillips/May Corporation is located in Dallas, TX and employs 103 individuals. The following

is an analysis of their EEO-1 report:

Real Network Services, Inc., is located in Dallas, TX and employs 54 individuals. The following


ASIAN BLACK HISPANIC

NATIVE

AMERICAN WHITE TOTAL PERCENT

MALES 3 1 44 1 36 85 82.52%

FEMALES 0 0 10 0 8 18 17.48%

TOTAL 3 1 54 1 44 103 100%

PERCENTAGE 2.91% 0.97% 52.43% 0.97% 42.72% 100%


NATIVE


MALES 1 6 28 0 12 47 87.04%

FEMALES 0 1 5 0 1 7 12.96%

TOTAL 1 7 33 0 13 54 100%

PERCENTAGE 1.85% 12.96% 61.11% 0.00% 24.08% 100%


DRAFT

RESOLUTION

of the

DALLAS AREA RAPID TRANSIT BOARD

(Executive Committee)


WHEREAS, DART's Growth and Regional Development Department has immediate need for athree-year contract for on-call construction services for implementation of the small capital projectsas well as installation of new shelters and passenger amenities, repairs, upgrades, and renovationsof operation and maintenance facilities. In order to complete these projects efficiently, the workwill be authorized and funded on a task order basis; and

WHEREAS, the task orders will be awarded on a rotational basis for projects $50,000 or less andon a competitive basis among all two contractors for projects above $50,000. All task orders to bepaid with any federal grant funds will be awarded on a competitive basis. All task orders will beexpended from the contract reserve; and

WHEREAS, multiple contracts are necessary to ensure projects can be accomplished on schedule;and

WHEREAS, a competitive sealed bid procurement for two, three-year contracts with no optionswas conducted in accordance with the DART Procurement Regulations; and

WHEREAS, the proposed price for these contracts is determined to be fair and reasonable; and

WHEREAS, funding for these contracts is within current Budget and FY 2019 Twenty-YearFinancial Plan allocations.

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: Establish a contract reserve for on-call construction services contracts for a totalauthorized amount not to exceed $10,000,000.

Section 2: Award a three-year contract to Phillips/May Corporation for a minimumamount of $250,000.

Section 3: Award a three-year contract to Real Network Services in a minimum amount of$250,000.

Contract Award for On Call Projects-BD 1


Contract Award for On Call Projects

Prepared by: ~ d ~ To d Plesko Vice President P velopment

Approved by: ~e,J ~,,...) ~ Timo y H. cKay, P.E. Executive Vice President Growth/Regional Development

Approved as to form: ~ ~ ---'-..:..Clo<-=..---=---..o,::::..IO<]le::::..o- ....,. ______ _

Gene Gamez Interim General Counsel

2


Board Meeting Voting Requirements: Majority

DATE: December 11, 2018 SUBJECT:

Approval of Owner-Controlled Insurance Program (OCIP) for CapitalConstruction Projects

RECOMMENDATION

Approval of a resolution authorizing the President/Executive Director or his designee to: 1)implement an Owner-Controlled Insurance Program (OCIP) comprised of workers’ compensation,general liability, excess liability, contractors pollution liability, railroad protective liability, andbuilders’ risk insurance, covering the following projects: Red and Blue Line Platform Extensions,Cotton Belt Design-Build, Commuter Rail Vehicles (Excess Liability Only), Equipment MaintenanceFacility, Commuter Rail Bridges, and Carpenter Ranch Light Rail Station; 2) execute a serviceagreement, authorizing Hartford Insurance Company to administer workers’ compensation andgeneral liability claims arising out of the capital construction projects; and 3) pay the estimated OCIPinsurance premiums and costs to include a contingency of $796,037 (10%) to account for variancesin payroll estimates or additional work that may be added to the projects, for a total authorizedamount not to exceed $8,756,416.


. On November 13, 2018, the Capital Construction Oversight Committee unanimously moved toforward this item to the December 11, 2018, Committee-of-the-Whole Consent Agenda.

BUSINESS PURPOSE AND FINANCIAL CONSIDERATIONS

. On July 10, 2018 (Resolution No. 180060), the Board approved a contract with Willis of Texas,Inc. (Willis) to design, market, implement, and administer the OCIP for capital constructionprojects.

. Willis presented the OCIP to domestic underwriters at DART’s headquarters on September 10,2018, and to the London insurance markets during the week of October 1, 2018. The goals of thepresentations were to reduce insurance costs, secure high limits, guarantee coverage for theduration of construction, reduce cross-litigation between contractors, provide for uniform claimsmanagement and safety service, and increase D/M/WBE participation.

. Five domestic insurance carriers that write OCIP coverage for transit projects submitted quotesfor workers' compensation and general liability. Six insurance carriers provided quotes on thebuilders’ risk, six on the pollution liability, and four on the railroad protective liability. SevenLondon markets comprised the excess liability program.

. The top quotes for each line of business were identified and presented to DART by Willis.

AGENDA ITEM NO. 6

OCIP for Capital Construction-BD 11/29/2018 4:43:38 PM1

Evaluation criteria included carrier financial strength and stability, experience with OCIPs,program design, service capabilities, and program cost.

. The recommended insurance program is described, as follows.

. Workers’ Compensation Insurance and General Liability:

. Hartford Insurance Company provided the best quote for workers’ compensation insurance,including employers’ liability. This coverage provides statutory workers’ compensation andemployers’ liability coverage, subject to a $500,000 deductible for all eligible contractorsperforming work during construction.

. Hartford Insurance Company also provided the best quote for general liability insurance. Thispolicy provides $2 million of coverage per occurrence, $4 million aggregate with a $500,000deductible throughout construction. Ten years of products and completed operations coverage isincluded for any claims arising out of the construction itself. Defense costs are counted towardthe deductible and are outside liability policy limits.

. The estimated premium and handling fees totaled $4,122,312 and are based upon projections oftotal project payroll. The final premium will be based upon actual audited payroll at the end ofthe project.

. Excess Liability Program:

. Lloyds of London Syndicates (AEGIS, Apollo Liability Consortium, Hiscox InsuranceCompany, Aspen Insurance, Argo AE, Allied World Assurance Company (AWAC), and AXAXL) [Aegis Casualty Consortium 9224 (Aegis London), Apollo Liability Consortium 9984,Hiscox Syndicate 33 (Hiscox Ltd), Aspen Syndicate 4711 (Aspen Re), AWH Syndicate 2232(Allied World Assurance Company Holdings), ARE Syndicate 1910 (Ariel Re) (Argo GroupInternational Holdings, Ltd), XL Insurance Company SE – Irish Branch (AXA XL Insurance)]provided the best quotes for the excess liability program. This program provides $100 million ofcoverage and will indemnify DART in the event that the limits available under the primarygeneral liability policy are exhausted.

. The cost of this program equals $1,824,375.

. Contractors Pollution:

. Allianz Underwriters Insurance Company provided the best quote with best terms andconditions, at the best price. The estimated cost of this policy is $116,011.

. Rail Professional Liability:

. Railroad Protective Liability insurance is required to meet the indemnification obligationscontained in various trackage rights agreements that DART has with the freight railroads. It willprovide coverage while DART’s contractors are working or near freight railroad operations.

. Westchester Insurance Company provided the best estimate with best terms and conditions, atthe best price. The estimated cost of this policy is $370,000.

. Builders’ Risk Insurance:

. Builders’ risk insurance covers all property that will ultimately be installed in the capitalconstruction projects. Coverage can be purchased either by the contractor or the owner of aproject. Due to economies of scale and spread of risk, DART is able to negotiate better terms


and pricing than the contractors if they were to furnish this coverage on a project-by-projectbasis.

. Zurich Insurance Company provided a quote with best terms and conditions, at the best price.The estimated cost of this policy is $1,527,672 based upon current projections of project costs.The final premium will be calculated using actual project costs.

. The following table summarizes the insurance program:

Types ofCoverage

InsuranceLimit Deductible Insurance

Company Premium

Workers'Comp, Part I Part I: Statutory $500,000

HartfordInsuranceCompany

Included inGL

Workers'Comp, Part II

Part II: $1Million $500,000

HartfordInsuranceCompany

Included inGL

GeneralLiability (GL)

$2 Million peroccurrence / $4Millionaggregate

$500,000HartfordInsuranceCompany

$4,122,321

ExcessLiability

$100 Million xsPrimaryGeneralLiability

$500,000Lloyd's ofLondonSyndicates

$1,824,375

ContractorsPollution $20 Million $250,000

AllianzUnderwritersInsurance

$116,011

RailroadProtectiveLiability

$5 Million /$10 Million 0

WestchesterFireInsuranceCompany

$370,000

Builders' RiskFull Value upto $100 Millionper loss

$50,000ZurichInsuranceCompany

$1,527,672

Subtotal $7,960,379

Contingency10% $796,037

Total $8,756,416

. Claims Handling:

. Before they can begin managing claims, Hartford Insurance Company requires that DARTexecute a service agreement that defines the obligations, financial and otherwise, of both partiesand authorizes them to manage the OCIP claims on behalf of DART and DART’s contractors.The fee for OCIP claims management services is 8% of paid losses. A monthly reconciliation ofall claims payments will be provided to DART to substantiate all claims fees.

. By law, Hartford Insurance Company, as the primary insurance carrier, is responsible formanaging all claims, including those that fall within the deductible, through final resolution andclosure. Based on the products and completed operations coverage, Hartford’s claims obligationswill continue for at least ten years after construction is completed. To ensure that the necessary


funds are available to pay claims and claims adjusting expenses for such an extended period,Hartford Insurance requires collateral in the amount of $1,000,000. DART will issue a Letter ofCredit to meet this obligation.

. Projects Included in the OCIP:

. Red and Blue Line Platform Extensions . Cotton Belt Design Build . Commuter Rail Vehicles – Excess Liability Only . Equipment Maintenance Facility . Madill Bridges . Carpenter Ranch Light Rail Station

. This contract for an Owner-Controlled Insurance Program is included in the various capitalproject budgets.

. Sufficient funding for this contract in the amount of $8,756,416 is included in both the variouscapital project budgets and the commuter rail capital and light rail capital line items of the FY2019 Twenty-Year Financial Plan.


. Section 452.054 of the Texas Transportation Code authorizes DART to exercise all powersnecessary or useful in the construction, repair, maintenance or operation of the publictransportation system.


. Section 452.062 of the Texas Transportation Code authorizes DART to insure, throughpurchased insurance policies or self-insurance programs, or both, the legal liability of DART andof its contractors and subcontractors arising from the construction or operation of the programsand facilities of DART.


DRAFT

RESOLUTION

of the



Approval of an Owner Controlled Insurance Program (OCIP) for Capital ConstructionProjects

WHEREAS, on July 10, 2018 (Resolution No. 180060), the Board approved a contract with Willisof Texas, Inc. to design, market, implement the OCIP, and provide administration services for theOCIP for capital construction projects; and

WHEREAS, Hartford Insurance provided the most comprehensive and cost-effective program forworkers’ compensation, including employers’ liability and general liability coverage, including tenyears of products and completed operations coverage; and

WHEREAS, the most cost-effective excess liability program was negotiated with Lloyds ofLondon syndicates. AEGIS, Apollo Liability Consortium, Hiscox Insurance, and Aspen Insuranceproviding the first $25 million; Argo RE, Allied World Assurance Company (AWAC), and AXAXL providing the next $75 million; and

WHEREAS, Zurich Insurance Company provided the quote with best terms and conditions, at thebest price, for builders risk insurance covering all materials needed to construct the project; and

WHEREAS, Allianz Underwriters Insurance Company provided the quote with best terms andconditions, at the best price, for contractors pollution liability for accidental pollution cleanup; and

WHEREAS, Westchester Fire Insurance Company provided the quote with best terms andconditions, at the best price, for Railroad Protective Liability; and

WHEREAS, Hartford Insurance Company and DART must enter into a service agreement toprovide claims handling for workers’ compensation, and general liability claims for a fee equal to8% of paid losses; and

WHEREAS, funding for this item is within current Budget and FY 2019 Financial Plan allocations.

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: Implement an Owner-Controlled Insurance Program (OCIP) comprised ofworkers’ compensation, general liability, excess liability, contractors pollutionliability, railroad protective liability, and builders’ risk insurance, covering thefollowing projects: Red and Blue Line Platform Extensions, Cotton BeltDesign-Build, Commuter Rail Vehicles (Excess Liability Only), EquipmentMaintenance Facility, Commuter Rail Bridges, and Carpenter Ranch Light RailStation.

Section 2: Execute a service agreement, authorizing Hartford Insurance to administerworkers' compensation and general liability claims arising out of these projectsfor a fee equal to 8% of paid losses.

OCIP for Capital Construction-BD 1

Section 3: Pay the estimated OCIP insurance premiums and fees, including a contingency of $796,037 (10%) to account for variances in payroll estimates or additional work that may be added to the projects, for a total amount not to exceed

- $8,756,416.

OCIP for Capital Construction

Prepared by: ~ &d· J aleph G. Costello Senior Vice President, Finance

Approved as to form:_& _ ______ ~---'---"'""'-"-=-'..._...-------Gene Gamez Interim General Counsel

2





Contract for System-Wide Landscape Management for DART Properties andStations

RECOMMENDATION

Approval of a resolution authorizing the President/Executive Director or his designee to award afive-year contract for system-wide landscape management for DART properties and stations toBrightView Landscapes, LLC, and Good Earth Corporation for a total authorized amount not toexceed $13,386,760.


. On November 13, 2018, the Operations, Safety & Security Committee unanimously moved toforward this item to the December 11, 2018, Committee-of-the-Whole Consent Agenda.


. This contract for system-wide landscape management for DART properties and stations isincluded in the Rail Operations Department's approved FY 2019 operating budget.

. Sufficient funding for this contract in the amount of $13,386,760 is included in both the RailOperations Department's FY 2019 Operating Expense Budget and the Operating Expense lineitem of the FY 2019 Twenty-Year Financial Plan.

BUSINESS PURPOSE

. DART has facilities requiring landscape maintenance at regular intervals to maintain theenvironment and natural surroundings, and to ensure that the landscaping remains aestheticallyappealing to our customers and neighbors. A comprehensive landscape maintenance serviceensures that DART facilities are maintained at an acceptable and uniform standard.

. The contract for system-wide landscape management for DART properties and stations includes,but is not limited to: mowing, edging, weeding, trimming, cultivating, irrigation, soil testing, treewrapping, drainage system monitoring, and removal of debris.

. The contract will cover maintenance services for 61 light rail stations, six commuter rail stations,nine transit centers, two passenger transfer locations, three patron plazas, two transfer centers,two Park & Ride facilities, and twelve other DART facilities.

AGENDA ITEM NO. 7

Contract for System-Wide Landscape Management-BD 11/14/2018 2:16:36 PM1

. The contract will also provide for additional facilities as they become operational, including buscorridor improvements and passenger transfer locations.

. Approval of this contract will help achieve Board Strategic Priority 2: Optimize and preserve(state of good repair) the existing transit system.


. On July 20, 2018, a Request for Proposals (RFP) notification was sent to 169 firms forsystem-wide landscape management for DART properties and stations.

. These are Definite Quantity/Definite Delivery Firm-Fixed Price contracts for a term offive-years.

. By the closing date of September 5, 2018, three proposals were received.

. BrightView Landscapes, LLC, and Good Earth Corporation received the highest scores amongthe offerors. Both BrightView Landscapes, LLC, and Good Earth Corporation possess thetechnical and financial capability to perform the contract.

. The pricing was determined to be fair and reasonable, and these firms are recommended foraward.

. The contract award analysis is provided as Attachment 1.


. The goals for this contract were established in March 2018 at 25% MBE and 5%WBEparticipation.

. Both contractors have committed to meet the established M/WBE goals.

. 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.




Attachment 1



(Request for Proposals)

RFP NO. P-2040053


A. Description: System-wide Landscape Management for DART Properties and Stations

B. Contractor: 1. BrightView Landscapes, LLC

2. Good Earth Corporation

C. Contract Number: 1. C-2040053-01

2. C-2040053-02

D. Contract Amount: 1. $7,374,140

2. $6,012,620

E. Contract Type: Definite Quantity/Definite Delivery Firm-Fixed Price

F. Performance Period/Term of Contract: Five years from the date of the Notice-to-Proceed

G. Options Available: N/A

H. Bond Requirement: N/A

I. Liquidated Damages: None

J. Funding Source: Local


A. Issue Date: 7/20/2018

B. Number of Notifications Sent: 169

C. Date and Time for Proposal Receipt: 9/5/2018 at 2:00 PM (Dallas CST)

D. Proposals Received: Three

1. BrightView Landscapes, LLC

2. Good Earth Corporation

3. Weldon’s Lawn and Tree, LLC

E. Discussion of Proposal Evaluation Process:

Each proposal was evaluated by a diverse Source Evaluation Committee using the following

published criteria:


Attachment 1

Qualification of the Firm 150 Maximum Points

Project Personnel 200 Maximum Points

Project Approach 250 Maximum Points

Price 400 Maximum Points

Total 1,000 Maximum Points

The SEC evaluated the three proposals and determined the following to be in the competitive

range:

• BrightView Landscapes, LLC

• Good Earth Corporation

The RFP provides for contract award by zone. To stimulate competition, the Authority reserved

the right to limit the number of awards to no more than two zones per firm.

The SEC evaluated the solutions and determined that the following proposers are most qualified

and capable to perform the work. Pricing was considered in the award of each zone.

• BrightView Landscapes, LLC – Zone 2 and Zone 4

• Good Earth Corporation – Zone 1 and Zone 3

F. Discussion of Unacceptable Proposals: N/A

G. Proposal Scoring:

Supplier Price Technical

Points

Price

Points

Total Technical

and Price Points

Final

Rank

ZONE 1

BrightView $3,257,140 429.45 342 771.45 1

Good Earth $2,835,940 291.81 393 684.81 2

Weldon's Lawn and Tree $2,785,240 183.19 400 583.19 3

ZONE 2

BrightView $3,384,320 429.45 316 745.45 1

Good Earth $3,400,870 291.81 314 605.81 2


ZONE 3

BrightView $3,246,820 429.45 317 746.45 1

Good Earth $3,176,680 291.81 328 619.81 2


ZONE 4

BrightView $3,989,820 429.45 315 744.45 1

Good Earth $5,050,360 291.81 249 540.81 3


H. Negotiation Memorandum: Available for review in the contract file.

I. Cost & Price Analysis: Cost and Price is determined to be fair and reasonable based on a

comparison of the Independent Cost Estimate (ICE) and prices paid by the Authority for

similar projects. Zones were awarded to the lowest priced, technically acceptable offeror.


Attachment 1

J. Determination of Responsibility:

Bond Check: None



Insurance Check: Will be verified after contract award

On-Site Inspection: No


Verification of Offer: Yes


Debarred/Suspended list: Not on the debarred /suspended list

K. Protests Received: None

L. Determinations Required: No


BrightView Landscapes, LLC, is determined to be a responsible contractor that achieved the

highest score considering technical and price factors. They have the capacity to perform this

contract and are recommended for award.

Good Earth Corporation is determined to be a responsible contractor that achieved the second




Attachment 2

Contract for System-Wide Landscape Management for DART Properties and Stations

M/WBE CONSIDERATIONS Good Earth Corporation The goals for this contract were established in March 2018 at 25% MBE and 5%WBE participation. Good Earth Corporation, the prime contractor, has committed to meet the goals through utilization of the following certified firms: MBE PARTICIPATION

VENDOR LOCATION ETHNICITY SERVICE AMOUNT PERCENT JBa Landscape

Management, LLC Dallas, TX Black Male Landscape Maintenance $1,503,155 25.00%

TOTAL MBE PARTICIPATION: $1,503,155 25.00%* WBE PARTICIPATION

VENDOR LOCATION ETHNICITY SERVICE AMOUNT PERCENT Sun Coast

Resources, LLC Grand

Prairie, TX White Female Fuel $300,631 5.00%

TOTAL WBE PARTICIPATION: $300,631 5.00%* TOTAL M/WBE PARTICIPATION: $1,803,786 30.00%* NOTE: The goals are based on the not to exceed amount of $6,012,620. If there are any changes to this amount, the original goals will apply. *The percentages and dollar amounts may remain level, increase or decrease depending on the circumstances. BrightView Landscapes, LLC The goals for this contract were established in March 2018 at 25% MBE and 5%WBE participation. BrightView Landscapes, LLC, the prime contractor, has committed to meet the goals through utilization of the following certified firms:


Attachment 2 MBE PARTICIPATION


Unicorp Services, Inc. Dallas, TX Black Male

Landscape Support Services

$1,843,535 25.00%

TOTAL MBE PARTICIPATION: $1,843,535 25.00%* WBE PARTICIPATION

VENDOR LOCATION ETHNICITY SERVICE AMOUNT PERCENT Eagle Mountain Oil

Company Ft. Worth, TX White Female Fuel $184,354 2.50%

Irrigators Supply, Inc. McKinney White Female Equipment

& Repairs $184,354 2.50%

TOTAL WBE PARTICIPATION: $368,708 5.00%* TOTAL M/WBE PARTICIPATION: $2,212,243 30.00%* NOTE: The goals are based on the not to exceed amount of $7,374,140. If there are any changes to this amount, the original goals will apply. *The percentages and dollar amounts may remain level, increase or decrease depending on the circumstances. Summary of EEO-1 Reports Good Earth Corporation is located in Dallas, TX and employs 227 individuals. The following is an analysis of their EEO-1 report:

ASIAN BLACK HISPANIC NATIVE AM. WHITE TOTAL PERCENT

MALES 0 74 105 0 27 206 90.75% FEMALES 0 1 15 0 5 21 9.25% TOTAL 0 75 120 0 32 227 100% PERCENTAGE 0.00% 33.04% 52.86% 0.00% 14.10% 100%


Attachment 2 BrightView Landscape, LLC, is headquartered in Plymouth Meeting, PA and employs 17,547 individuals. The following is an analysis of their EEO-1 report:

ASIAN BLACK HISPANIC NATIVE AM. WHITE TOTAL PERCENT

MALES 77 1,313 10,322 17 4,529 16,258 92.65% FEMALES 35 56 557 2 639 1,289 7.35% TOTAL 112 1,369 10,879 19 5,168 17,547 100% PERCENTAGE 0.64% 7.80% 62.00% 0.11% 29.45% 100%


DRAFT

RESOLUTION

of the




WHEREAS, DART has facilities requiring landscape maintenance at regular intervals to maintainthe environment and natural surroundings, and to be aesthetically appealing to our customers andneighbors; and

WHEREAS, a comprehensive landscape maintenance service ensures that DART facilities aremaintained at an acceptable and uniform standard; and

WHEREAS, the contract for system-wide landscape management for DART properties and stationsincludes, but is not limited to: mowing, edging, weeding, trimming, cultivating, irrigation, soiltesting, tree wrapping, drainage system monitoring, and removing debris; and

WHEREAS, the contract will cover landscape maintenance services for 61 light rail stations, sixcommuter rail stations, nine transit centers, two passenger transfer locations, three patron plazas,two transfer centers, two Park & Ride facilities, and twelve other DART facilities; and

WHEREAS, a competitive sealed proposal procurement for a five-year contract with no optionswas conducted in accordance with the DART Procurement Regulations; and

WHEREAS, the proposed price for this contract is determined to be fair and reasonable; and

WHEREAS, funding for this contract is within current Budget and FY 2019 Twenty-Year FinancialPlan allocations.

NOW, THEREFORE, BE IT RESOLVED by the Dallas Area Rapid Transit Board of Directorsthat the President/Executive Director or his designee is authorized to award a five-year contract forsystem-wide landscape management for DART properties and stations to BrightView Landscapes,LLC, and Good Earth Corporation for a total authorized amount not to exceed $13,386,760.

Contract for System-Wide Landscape Management-BD 1


~~ Prepared by: _____________ _

Carol Wise Executive Vice President Chief Operating Officer

Approved as to form: ,&.i .~ Gene Gamez

Contract for System-Wide Landscape Management

Interim General Counsel

Approved by :--........ ~ _.::-+___...-=---=~-f-'q,oe;~...:__-

2

Gary C. Tho President/1-<1v a,,.. ..n-




DATE: December 11, 2018 SUBJECT: Contract Award for Cummins Rebuilt Engine Parts with Core Exchange

RECOMMENDATION

Approval of a resolution authorizing the President/Executive Director or his designee to award atwo-year contract for Cummins rebuilt engine parts including core exchange for NABI buses toM&D Distributors for a total authorized amount not to exceed $695,272.




. This contract for Cummins Rebuilt Engine Parts with Core Exchange is included in the BusOperations Department’s approved FY 2019 operating budget.

. Sufficient funding for this contract in the amount of $695,272 is included in both the BusOperations Department’s FY 2019 Operating Expense budget and the Operating Expense lineitem of the FY 2019 Twenty-Year Financial Plan.

BUSINESS PURPOSE

. This contract provides for replacement of engine parts on NABI buses, and core units will beavailable for exchange.

. DART maintains a fleet of 647 buses, of which 475 are NABI buses. Replacement of enginecomponents is required to maintain the bus fleet in a state of good repair in accordance withDART’s Maintenance Program.

. Approval of this contract will help achieve the Board Strategic Priority 2: Optimize and preserve(state of good repair) the existing transit system.


. On August 31, 2018, an Invitation for Bid (IFB) was issued.

. This will be a requirements type contract for a two-year base term.

AGENDA ITEM NO. 8

Contract Award for Cummins Engine Parts with Core Exchange-BD 11/14/2018 2:22:09 PM1

. By the closing date of September 25, 2018, one bid was received.

. M&D Distributors submitted the lowest responsive and responsible bid for Cummins RebuiltEngine Parts with Core Exchange. They have the financial capacity to perform the contract.

. The prices were determined to be fair and reasonable, and the firm is recommended for award.



. The goals for this contract were established in 2004 by the DART Board of Directors at 25%MBE and 5% WBE participation.

. M&D Distributors, the prime contractor, has committed to achieve some participation.

. 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.




Attachment 1



(Invitation for Bids) NO. B-2039439


A. Description: Cummins Rebuilt Engine Parts with Core Exchange

B. Contractor: M&D Distributors

C. Contract Numbers: C-2039439-01 D. Contract Amounts: Not to Exceed $695,272

E. Contract Type: Requirements

F. Term of Contract: Two years



I. Liquidated Damages: N/A



A. Issue Date: August 31, 2018

B. Notification sent to Registered Vendor: Yes

C. Date and Time for Bid Receipt: September 25, 2018, 2:00 PM

D. Bids Received: One bid was received.

Firm Name Total Base Price

M&D Distributors $695,272

A survey was conducted with Kirk’s Automotive Inc., and Cummins Southern Plains LLC as to why they didn’t submit a bid. Kirk’s Automotive Inc., didn’t respond to the solicitation because they had technical issues with their rebuilt engine parts. Cummins Southern Plains LLC didn’t submit a bid even though they were notified because they overlooked the opportunity. E. Discussion of Nonresponsive Bids: N/A F. Bid Evaluation: M&D Distributors, is the only responsive and responsible bidder.


Attachment 1

G. Price Considerations: Prices were determined to be fair and reasonable based on historical

pricing adjusted for inflation, and the Producer Price Index (PPI). DART will be paying 23% lower than current market prices.

H. Price Negotiation Memorandum: N/A

I. Determination of Responsibility: Reference and financial surveys were satisfactory. J. Protests received: None

K. Determinations Required: Brand Name or Equal Specifications, One Bid Received Determination and Recommendation

The Procurement Department has determined that M&D Distributors is a responsible offeror that submitted a responsive bid with a fair and reasonable price for Cummins Rebuilt Engine Parts with Core Exchange.


Attachment 2

Contract Award for Cummins Rebuilt Engine Parts with Core Exchange

The goals for this contract were established in 2004 by the DART Board of Directors at 25% MBE

and 5% WBE participation. M&D Distributors, the prime contractor, has committed to achieve some

participation through utilization of the following certified firm:

M/WBE CONSIDERATIONS


Reliable Couriers Dallas, TX Hispanic

Female Delivery $27,811 4.00%

TOTAL M/WBE PARTICIPATION: $27,811 4.00%*

NOTE: The goals are based on the not to exceed amount of $695,272. If there are any changes to this

amount, the original goals will apply.

*The percentage and dollar amount may remain level, increase or decrease depending on the

circumstances.

Summary of EEO-1 Report

M&D Distributors is located in Humble, TX and employs 128 individuals. The following is an analysis

of their EEO-1 report:

ASIAN BLACK HISPANIC NATIVE

AMERICAN WHITE TOTAL Percentage

MALES 1 3 47 0 60 111 86.72%

FEMALES 0 1 6 0 10 17 13.28%

TOTAL 1 4 53 0 70 128 100%

PERCENTAGE 0.78% 3.12% 41.41% 0.00% 54.69% 100%


DRAFT

RESOLUTION

of the



Contract for Cummins Rebuilt Engine Parts with Core Exchange

WHEREAS, DART maintains a fleet of 647 buses, of which 475 are NABI buses. Replacement ofengine components is required to maintain the bus fleet in a state of good repair in accordance withDART’s Maintenance Program; and

WHEREAS, this contract provides for replacement of engine parts on NABI buses, and core unitswill be available for exchange; and

WHEREAS, a competitive, sealed bid procurement for a two-year contract with no options wasconducted in accordance with the DART Procurement Regulations; and



NOW, THEREFORE, BE IT RESOLVED by the Dallas Area Rapid Transit Board of Directorsthat the President/Executive Director or his designee is authorized to award a two-year contract toM&D Distributors for Cummins rebuilt engine parts, including core exchange, for NABI buses fora total authorized amount not to exceed $695,272.

Contract Award for Cummins Engine Parts with Core Exchange-BD1

Contract for Cummins Rebuilt Engine Parts with Core Exchange

Prepared by: Carol Wise Executive Vice President Chief Operating Officer

Approved as to form: ~ ~ Gene Gamez Interim General Counsel

Approved by:~~~~~:::::....:_#a~~~~~- --Gary President/

Contract A ward for Cummins Engine Parts with Core Exchange 2





Contract Award for Bus Stop Benches, Shelters, Solar Powered Lights andOther Amenities

RECOMMENDATION

Approval of a resolution authorizing the President/Executive Director or his designee to award athree-year contract with Tolar Manufacturing Company, Inc., for the purchase and installation of busstop benches, shelters, solar powered lights and other amenities, for a total authorized amount not toexceed $4,028,620.




. This contract for the purchase and installation of bus stop benches, shelters, solar powered lightsand other amenities is included in the On Street Passenger Facility project budget of theapproved FY 2019 Capital Budget.

. Sufficient funding for this contract in the amount of $4,028,620 is included in both the On StreetPassenger Facility project budget and the Bus Capital line item of the FY 2019 Twenty-YearFinancial Plan.

. This contract is federally funded in the approximate amount of $1,894,996 which represents47% of the total authorized amount of $4,028,620. The local share of this acquisition may bepaid with local funds or financed by debt.

BUSINESS PURPOSE

. This contract will assist DART in achieving Board Strategic Priority 1: Continually improveservice and safety experiences and perceptions for customers and the public.

. Amenities at bus stops provide passenger convenience and allow DART to attract new riders tothe system.

. The proposed contract will allow DART to purchase and install approximately 200 bus shelters;free-standing solar-powered bus stop lights; and approximately 10 smart shelters.

AGENDA ITEM NO. 9

Contract Award for Amenities-BD 11/14/2018 2:24:14 PM1

. The shelters, benches, and other amenities will be installed at bus stops which meet the recentlyapproved DART service standards. Because DART is also engaged in adjusting bus stopspacing, care will be taken to avoid installing an amenity on a route where spacing is beingchanged to prevent installing an amenity which would later need to be removed and relocated.

. This contract contains provisions for purchasing metal benches, special advertisement shelters,and next generation innovative shelters as determined by DART.

. Amenities will be installed at bus stop locations that meet Board approval under newpoint-based Service Standards.

. Installation of the shelters, benches, solar lighting and smart shelter technology will be providedby this contract. The concrete work required to install shelters and benches under this contractwill be provided using DART’s Miscellaneous Construction contract currently being procured.

. Installation of new shelters and benches will be coordinated with the stop consolidation planningeffort now underway.

. The solicitation received two responsive proposals. The best value ranking and lowest-priceproposal was submitted by Tolar Manufacturing Company, Inc. Tolar Manufacturing Company,Inc., was DART’s previous amenity supplier and has provided good service to DART for manyyears.


. On August 7, 2018, a Request for Proposals (RFP) was issued.

. This will be a requirements contract with firm fixed unit rates for three years.

. By the closing date of September 19, 2018, two proposals were received.

. Tolar Manufacturing Company, Inc., received the highest scores among the offerors. Theypossess the technical and financial capacity to perform the contract. The pricing is determined tobe fair and reasonable, and this firm is recommended for award.



. The goal for this contract was established in June 2018 at 15% DBE participation.

. Tolar Manufacturing Company, Inc., the prime contractor, has committed to exceed the DBEgoal.

. The DBE analysis and Equal Employment Opportunity (EEO-1) information are included inAttachment 2. The prime contractor's actual EEO-1 report is available upon request.


. Section 452.055 of the Texas Transportation Code authorizes DART to contract for theprovision of goods and service.


Attachment 1




RFP NO. P-2041904


A. Description: Contract Award for Bus Stop Benches, Shelters, Solar Powered Lights and

Other Amenities

B. Contractor: Tolar Manufacturing Co., Inc.

C. Contract Number: C-2041904-01

D. Contract Amount: Not to Exceed $ 4,028,620

E. Contract Type: Requirements Contract

F. Performance Period/Term of Contract: Three years from Notice to Proceed


H. Bond Requirement: None

I. Liquidated Damages: None

J. Funding Source: Local /Federal



B. Notifications Sent: Yes

C. Date and Time for Proposal Receipt: September 19, 2018 at 2:00pm

D. Proposals Received: Two

E. Discussion of Proposal Evaluation Process: This was a competitive procurement. A

Source Evaluation Committee (SEC) was appointed to conduct proposal evaluations and the

proposals were evaluated against the following criteria:

Qualification and Performance of Firm 400 Maximum Points

Qualification of Project Staff 200 Maximum Points

Qualification of Sub-contractor 150 Maximum Points

Production/Delivery Schedule 150 Maximum Points

Price Schedule plus cost to maintain solution 400 Maximum Points

1,300 Maximum Points

F. Discussion of Unacceptable Proposals: None


Attachment 1


Firm Price Technical Points Price points Total Points

Tolar

Manufacturing

$4,028,620 692.33 400 1092.33

Future Systems $5,317,343 673.33 281.86 955.19


I. Cost & Price Analysis: The Tolar Manufacturing Co., Inc., pricing is fair and reasonable

based upon competition, historical prices, and a comparison to the independent cost estimate

(ICE).

J. Determination of Responsibility: Satisfactory



Insurance Check: Yes

Arithmetic Check: Completed

Buy America Certification and/or Audit, if applicable: Yes

Debarred/Suspended list: Not on debarred /suspended list


L. Determinations Required: None


Tolar Manufacturing Co., Inc., is determined to be a responsible contractor, which achieved the




Attachment 2

Contract Award for Bus Stop Benches, Shelters, Solar Powered Lights and Other Amenities

The goal for this contract was established in June 2018 at 15% DBE participation. Tolar Manufacturing

Company, Inc., the prime contractor, has committed to exceed the DBE goal through utilization of the

following certified firm:

DBE CONSIDERATIONS


L.A.W.

Contracting, LLC San Antonio, TX White Female

Miscellaneous

Construction

Services

$648,608 16.10%

TOTAL DBE PARTICIPATION: $648,608 16.10%*

NOTE: The goal is based on the not to exceed amount of $4,028,620. If there are any changes to this

amount, the original goal will apply.


circumstances.


Tolar Manufacturing Company, Inc. is located in Corona, CA and employs 56 individuals. The following




MALES 1 2 43 0 5 51 91.07%

FEMALES 0 0 2 0 3 5 8.93%

TOTAL 1 2 45 0 8 56 100%

PERCENTAGE 1.79% 3.57% 80.36% 0.00% 14.28% 100%


DRAFT

RESOLUTION

of the




WHEREAS, point-based warrants for bus shelters were established by the Board as part of DART'sService Standards approved on October 9, 2018; and

WHEREAS, automatic passenger count-based, stop-level boarding counts have confirmed the needto place additional amenities to meet Board Service Standards; and

WHEREAS, the installation of additional amenities will improve convenience and increaseridership; and

WHEREAS, a competitive sealed proposal procurement for a three-year contract was conducted inaccordance with the DART Procurement Regulations; and

WHEREAS, the pricing is determined to be fair and reasonable; and

WHEREAS, this contract is federally funded in the approximate amount of $1,894,996 whichrepresents 47% of the authorized amount of $4,028,620, and the local share of this acquisition maybe paid with local funds or financed by debt; and

WHEREAS, funding for this contract is within current budget and FY 2019 Twenty-Year FinancialPlan allocations.

NOW, THEREFORE BE IT RESOLVED by the Dallas Area Rapid Transit Board of Directors thatthe President/Executive Director or his designee is authorized to award a three-year contract withTolar Manufacturing Company, Inc., for the purchase and installation of bus stop benches, shelters,solar powered lights and other amenities for a total authorized amount not to exceed $4,028,620.

Contract Award for Amenities-BD 1


Contract A ward for Amenities

Prepared by: -;Z/ If{ T6dd Ples o Vice President p

Approved by: 4T6?,<e.) 45A-'-,,J l=irt. Timot y H. McKay, P.E. Executive Vice President Growth/Regional Development

Approved as to form: __ ~~ ---~~~~,___ _____ _ Gene Gamez Interim General Counsel

2


Board Meeting Attachments:1. Contract Award Analysis2. M/WBE Details



Contract for Tasers and Related Accessories (Holsters, Training Cartridges,Duty Cartridges, Batteries) for DART Police

RECOMMENDATION

Approval of a resolution authorizing the President/Executive Director or his designee to award afive-year contract for Tasers and related accessories (holsters, training cartridges, duty cartridges,batteries) for DART Police to Axon Enterprises, Inc., for a total authorized amount not to exceed$404,200.




. This contract for Tasers and related accessories is included in the DART Police Department’sapproved FY 2019 operating budget.

. Sufficient funding for this contract in the amount of $404,200 is included in both the DARTPolice Department’s FY 2019 Operating Expense budget and the Total Operating Expense lineitem of the FY 2019 Twenty-Year Financial Plan.

BUSINESS PURPOSE

. Based on the initial pilot program, the use of Tasers and related accessories (holsters, trainingcartridges, duty cartridges, batteries) for DART Police has proven to be an effective deterrent ina transit environment in reducing injuries to officers and suspects during confrontations.

. The department's use of Tasers by DART Police was to measure the effectiveness in reducingthe number of use-of-force incidents over the long term; control violent or potentially violentindividuals while minimizing the risk of severe injury to citizens, suspects and officers; andreduce serious injury to officers and suspects.

. Approval of this contract will help achieve Board Strategic Priority 1: Continually improveservice and safety experiences and perceptions for customers and the public.

AGENDA ITEM NO. 10

Purchase of Tasers for DART Police-BD 11/14/2018 2:25:11 PM1


. On September 13, 2018, an Invitation for Bids (IFB) notification was sent to two firms.

. This will be a Definite Quantity/Indefinite Delivery type contract with a five-year base term.

. By the closing date of September 20, 2018, two bids were received.

. Axon Enterprise, Inc., possesses the technical and financial capability to perform the contract.The prices were determined to be fair and reasonable, and the firm is recommended for contractaward.



. The goals for this contract were established in 2004 by DART's Board of Directors at 25% MBEand 5% WBE participation.

. Axon Enterprise, Inc., the prime contractor, has offered no M/WBE participation. The DiversityDepartment is continuing to work with Axon Enterprise, Inc. with identifying an M/WBEtransporter that has the required Federal Firearm License to ship these items.





Attachment 1



(Invitation for Bids)

NO. B-2039481


A. Description: Tasers and Related Accessories for DART Police

B. Contractor: Axon Enterprise, Inc.


D. Contract Amount: Not to exceed $404,200

E. Contract Type: Definite Quantity/Indefinite Delivery

F. Performance Period: Five years



I. Liquidated Damages: N/A



A. Issue Date: September 13, 2018

B. Notification Sent to Registered Vendor: Yes

C. Date and Time for Offer Receipt: September 20, 2018; 2:00 PM

D. Bids Received: Two

Firm Total Base Price

1. Axon Enterprise, Inc. (Axon) $404,200

2. Proforce Law Enforcement $467,649

The Taser model Class III X2 conducted electrical weapon with a yellow handle has a single

manufacturer (Axon) and one distributor (Proforce). In 2013, the DART Police Department

conducted a pilot program to evaluate conducted electrical weapons available on the market

and standardized on the Taser model X2. To maintain uniformity and consistency with

training throughout the police force, Taser Model X2 is the only authorized conducted

electrical weapon.

E. Discussion of Nonresponsive Bid: Both Axon’s and Proforce Law Enforcement’s bids were

initially determined to be nonresponsive. Both bidders took exceptions to the solicitation’s


Attachment 1

terms and conditions.

Axon Enterprise, Inc., was determined nonresponsive; they took exceptions to Exhibit D,

Special Provisions, paragraph 11, Warranty and Exhibit F, General Provisions, paragraph 25,

Retainage.

Proforce Law Enforcement was determined nonresponsive; they took exceptions to Exhibit

D, Special Provision, paragraph 4, Delivery and the firm offer period.

The Invitation for Bid (IFB) was converted to a Request for Proposal (RFP) to negotiate

exceptions.

After the solicitation was converted, Proforce Law Enforcement did not change its original

bid price and Axon Enterprise, Inc., reduced its original price offer by $33,032.

F. Proposal Evaluation: Axon Enterprise, Inc.’s proposal is determined to be responsive.

G. Price Considerations: Prices were determined to be fair and reasonable based on price

competition, negotiations and comparison with historical pricing. The negotiated price is less

than the independent cost estimate (ICE).


I. Determination of Responsibility: Reference and financial surveys were satisfactory.

J. Protests received: None

K. Determinations Required: Shortening the Bid Time Less Than 21 Days, Cancellation of

Invitation for Bids competition after opening, Use of Negotiation After Cancellation of

Invitation for Bids without initiating a new Procurement and Nonresponsive Bid, Exceptions

to Material Requirement


Axon Enterprise, Inc., is a responsible offeror that submitted a responsive offer with a fair and

reasonable price to provide tasers and related accessories for DART Police. They have the

capacity to perform this contract and are recommended for award.


Attachment 2

Contract for Tasers and Related Accessories (Holsters, Training Cartridges, Duty Cartridges,

Batteries) for DART Police

The goals for this contract were established in 2004 by DART's Board of Directors at 25% MBE and 5%

WBE participation. Axon Enterprise, Inc., the prime contractor, has offered no M/WBE participation.

The Diversity Department is continuing to work with Axon Enterprise, Inc. with identifying an M/WBE

transporter that has the required Federal Firearm License to ship these items.

Summary of EEO-1 Report Axon Enterprise, Inc. is located in Scottsdale, AZ and employs 676 individuals. The following is an

analysis of their EEO-1 report:


AM. WHITE TOTAL Percentage

MALES 35 9 48 2 286 380 56.21%

FEMALES 21 3 100 5 167 296 43.79%

TOTAL 56 12 148 7 453 676 100%

PERCENTAGE 8.28% 1.78% 21.89% 1.04% 67.01% 100%


DRAFT

RESOLUTION

of the



Contract for Tasers and Related Accessories (Holsters, Training Cartridges, Duty Cartridges,Batteries) for DART Police

WHEREAS, the DART Police Department’s use of Tasers has proven to be an effective deterrentin a transit environment in reducing injuries to officers and suspects during confrontations; and

WHEREAS, the DART Police Department’s use of Tasers was to measure the effectiveness inreducing the number of use-of-force incidents over the long term; control violent or potentiallyviolent individuals while minimizing the risk of severe injury to citizens, suspects and officers; andreduce serious injury to officers and suspects; and

WHEREAS, a competitive sealed bid procurement for a five-year contract with no options wasconducted in accordance with the DART Procurement Regulations; and



NOW, THEREFORE, BE IT RESOLVED by the Dallas Area Rapid Transit Board of Directorsthat the President/Executive Director or his designee is authorized to award a five-year contract forTasers and related accessories (holsters, training cartridges, duty cartridges, batteries) for DARTPolice to Axon Enterprises, Inc., for a total authorized amount not to exceed $404,200.

Purchase of Tasers for DART Police-BD 1

Contract for Tasers and Related Accessories for DART Police

Purchase of Tasers for DART Police

Prepared by: Carol Wise Executive Vice President Chief Operating Officer

Approved as to form: ./ltw ~ Gene Gamez Interim General Counsel

Approved by:----""--~~L.!C....:.--+--=--~~~----'-'---Gary President/

2


Board Meeting Attachments:1. Increase Funding Analysis2. D/M/WBE Details3. Breakdown of HTSISupport



Increase Funding for TRE Operations and Maintenance Contract for PositiveTrain Control (PTC) Support

RECOMMENDATION

Approval of a resolution authorizing the President/Executive Director or his designee to increasefunding to the existing Trinity Railway Express ten-year operations and maintenance contract,currently valued at $324,138,868, with Herzog Transit Services, Inc., [Contract No. 2005858-1], fortest trains, crew costs, Roadway Worker Protection (RWP)/flagging, Employee In Charge (EIC),mechanical engineering support, and signal and communications engineering support servicesprovided during installation and testing of Positive Train Control in the amount of $1,366,939, for anew total authorized contract amount not to exceed $325,505,807.




. This funding increase is included in the Positive Train Control Project Budget of the approvedFY 2019 capital budget.

. Sufficient funding for this contract funding increase of $1,366,939 is included in both thePositive Train Control project budget and the Commuter Rail line item of the FY 2019Twenty-Year Financial Plan.

BUSINESS PURPOSE

. Approval of this funding increase will provide for the required safety protection, technicalsupport, test personnel, and equipment during the installation and testing of PTC on the TREcorridor for commuter and freight rail services in the region, as required by the Federal RailroadAdministration (FRA).

. Approval of this funding increase will help achieve Board Strategic Priority 1: Continuallyimprove service and safety experiences and perceptions for customers and the public.

AGENDA ITEM NO. 11

Increase Contract Value for HTSI for PTC-BD 11/14/2018 2:26:02 PM1

. The Rail Safety Improvement Act of 2008 (RSIA 2008) mandated that all railroads that provideregularly scheduled commuter rail passenger service must develop a plan for implementing PTCbefore December 31, 2015, and the deadline was subsequently extended by Congress toDecember 31, 2018. Due to this mandate, both TEX Rail and TRE are required to install thistechnology.

. On September 22, 2015 (Resolution No. 150102), the Board approved a ten-year contract withHerzog Transit Services, Inc. (HTSI), for the provision of Trinity Railway Express (TRE)commuter rail operation services between Dallas and Fort Worth, for a total authorized amountnot to exceed $317,623,839.

. A line item for PTC support was included in the operations and maintenance contract; however,when this contract was negotiated, the cost of PTC support was unknown. The operations andmaintenance contractor's PTC services would be negotiated at a later date and incorporated intothe contract as a modification. The solicitation included an allowance item ($178,571 per year)in the operations and maintenance bid schedule, line item TR012C.

. The PTC System Integrator’s schedule of testing activities have been finalized, and TRE has abetter understanding of what the costs will be for the test train miles, crew hours, RoadwayWorker Protection (RWP)/flagging, Employee In Charge (EIC), mechanical support, and signaland communications engineering support services for the operations and maintenance contractorsupport during installation and testing of Positive Train Control.

. After the PTC System is fully implemented, an additional contract modification to the operationsand maintenance contract will be required to incorporate the scope of PTC maintenance servicesinto the remaining years of the operations and maintenance contract.

. On May 10, 2016 (Resolution No. 160043), the Board approved a contract modification withHTSI in the amount of $1,155,000 for a reimbursable expenditure for track, signal, and otherrail-related work on the TRE Corridor at the Calloway Cemetery and Tarrant Main Street GradeCrossings in Tarrant County.

. On June 14, 2016 (Resolution No. 160061), the Board approved a contract modification withHTSI in the amount of $500,000 for flagging, safety training, and project coordination for theVerizon project extending existing conduits, installing lateral drops, and installing fiber opticcable.

. On August 22, 2017 (Resolution No. 170075), the Board approved a contract modification withHTSI in the amount of $4,660,392, plus a supplemental contingency of $200,000, for theacquisition and installation of trackwork for the TRE Valley View Project.

. On August 14, 2018 (Resolution No. 180064), the Board approved a contract modification withHTSI in the amount of $178,000, for additional flagging to support the general contractor for theTRE Valley View Project through completion, which was funded from existing contingency.

. Pursuant to Section 2.4 of the Restated Interlocal Cooperative Agreement between DART andthe Fort Worth Transportation Authority (FWTA) for the Operation and Development of theTrinity Railway Express Commuter Rail Service, dated September 16, 2003 (Resolution No.030084), DART is acting as the lead agency on behalf of the TRE.

. This item is scheduled to be considered by the FWTA Board on November 12, 2018.



. The base term of this contract is ten years from the award date of October 1, 2015, and thecontract has one, ten-year option.

. The price is determined to be fair and reasonable.

. The Procurement Analysis is provided as Attachment 1.


. The goals for this contract were established in February 2014 at 7% DBE and 27% M/WBEparticipation.

. Herzog Transit Services, Inc., the prime contractor, has committed to meet the DBE goal andexceed the M/WBE goal.

. The D/M/WBE analysis and Equal Employment Opportunity (EEO) information are included inAttachment 2. The prime contractor’s actual EEO-1 report is available upon request.


. Congress passed the Rail Safety Improvement Act of 2008 (RSIA) as part of the authorization ofthe Federal Railroad Administration's (FRA's) safety program. RSIA directs the FRA to, amongother things, promulgate new safety regulations. The implementation of PTC is required by theFRA in Chapter 49 Code of Federal Regulations (CFR) Part 236, Subpart I.


Attachment 1

Dallas Area Rapid Transit Authority INCREASE FUNDING ANALYSIS

Modification No. 7 Contract Information A. Contract Description: Regional Commuter Rail O/M B. Contractor: Herzog Transit Services, Inc. C. Contract Number: C-2005858-01 D. Contractual Action: Increase Funding E. Current Contract Amount: Not to exceed $324,138,868 F. Contract Modification Amount: Not to exceed $1,366,939 G. New Contract Amount: Not to exceed $325,505,807 with $363 remaining in Contingency H. Contract Type: This is a fixed-price contract with price adjustment, lump sum items,

definite and indefinite quantity items, unit cost items, and allowance items. I. Current Performance Period: 10/01/15 – 09/30/25 J. Remaining Options Available: One, ten-year option K. Price Considerations: The contract, including itemized hourly rates for flaggers, train

crews, engineers, and mechanics was awarded through full and open competition. These rates will be applied to the work required for positive train control. The price was determined to be fair and reasonable.

L. Negotiation Memorandum: Available for review in the contract file. M. Determinations Required: N/A N. Funding: Federal/Local O. Determination of Responsibility: Bond Check: Yes Insurance Check: Yes Debarred/Suspended list: Not on debarred /suspended list Determination and Recommendation Herzog Transit Services, Inc. is determined to be a responsible contractor for the modification described above. Therefore, execution of the contract modification is recommended.


Attachment 2

Increase Funding for TRE Operations and Maintenance Contract for Positive Train Control

(PTC) Support


The goals for this contract were established in February 2014 at 7% DBE and 27% M/WBE

participation. Herzog Transit Services, Inc., the prime contractor, has committed to meet the DBE

goal and exceed the M/WBE goal through utilization of the following certified firms:

DBE PARTICIPATION

VENDOR LOCATION ETHNICITY SERVICE AMOUNT PERCENTAGE

Texas Lone

Star Materials,

Inc.

Ft. Worth,

TX White Female

Hauling

Services $227,931 0.07%

2M Business

Products Dallas, TX

Asian Indian

Male

Office

Supplies $227,931 0.07%

V&V

Enterprises,

Inc.

Carrollton,

TX Black Female

Equipment

Maintenance

Services

$22,337,253 6.86%

TOTAL DBE PARTICIPATION: $22,793,115 7.00%*

M/WBE PARTICIPATION


Advanced

Business

Graphics, Inc.

Coppell, TX White Female Administrative

Services $32,564 0.01%

B&B

Diversified

Materials

Bend, OR Asian Pacific

Female

Material

Supply $10,159,217 3.12%

B&B Waste

Transit Dallas, TX White Female

Transportation

of Waste $488,424 0.15%

Bluebonnet

Waste Control,

Inc.

Dallas, TX Hispanic

Male

Sanitation

Services $130,246 0.04%

Buyer’s

Barricades

North

Richland

Hills, TX

White Female Traffic Control

& Equipment $137,224 0.04%

C. Green

Scaping, LP

Ft. Worth,

TX

Hispanic

Female Landscaping $32,564 0.01%

Ceco Sales

Corp.

Ft. Worth,

TX

Native

American

Male

Office & Shop

Supplies $97,685 0.03%

Domingo Vara

Chevrolet, L.P.

San Antonio,

TX

Hispanic

Male

Vehicles and

Services $1,693,203 0.52%


Attachment 2

G&G

Protection Irving, TX Black Male

Security Guard

Services $2,735,174 0.84%

The Green

Chemical

Store, Inc.

Wylie, TX White Female Cleaning

Supplies &

Services

$227,931 0.07%

ICC Energy

Corporation Dallas, TX Black Male

Fuel &

Miscellaneous

Service

$52,261,358 16.05%

North Texas

Trucking, Inc. Dallas, TX

Hispanic

Male

Hauling

Services $2,246,750 0.69%

Office Clean

America Dallas, TX Black Male

Office

Cleaning

Services

$39,344 0.01%

Parsons Pest

Control Dallas, TX Black Female

Extermination

Services $11,177 0.003%

Protect

Environmental

Services, Inc.

Haltom City,

TX White Female

Waste

Collection

Services

$130,256 0.04%

QN

Management

Solutions Allen, TX

Asian Pacific

Male

Furnish Track

Materials &

Scheduling

Services

$14,457,348 4.44%

Ricochet Fuel Euless, TX White Female Fuel Services $3,712,022 1.14%

Safety Supply,

Inc.

San Antonio,

TX White Female

Safety

Supplies $67,295 0.02%

Self

Rep/Willard

Johnson

Dallas, TX Black Male Cleaning

Supplies and

Services

$65,128 0.02%

TKC

Enterprises

DBA Batteries

Plus

Irving, TX Asian Pacific

Male Batteries $65,128 0.02%

Your Pest

Control

Company

Lake Worth,

TX White Female

Pest Control

Services $32,564 0.01%

TOTAL M/WBE PARTICIPATION: $88,822,602 27.28%*

TOTAL D/M/WBE PARTICIPATION: $111,615,717 34.28%*

NOTE: The goals are based on the new not to exceed amount of $325,505,807. If there are any

changes to this amount, the original goals shall apply.


circumstances.


Attachment 2


Herzog Transit Services, Inc., is located in Irving, TX and employs 74 individuals. The following is

an analysis of their EEO-1 report:


NATIVE


MALES

1 9 9 0 38 57 77.03%

FEMALES 0 2 3 0 12 17 22.97%

TOTAL 1 11 12 0 50 74 100%

PERCENTAGE 1.35% 14.87% 16.22% 0.00% 67.56% 100%


Breakdown of HTSI Support for Positive Train ControlAttachment 3

Resource Days Hours Rate TotalComms / Signals 540 5400 80.00$ 432,000.00$ Flaggers 135 1350 74.00$ 99,900.00$

Days Hours Rate TotalTrain Crew 141 1410 171.47$ 241,769.88$

Days Miles Rate TotalLoco - Train Miles 141 240 3.39$ 114,717.60$ Pass - Train Miles 123 720 1.27$ 112,471.20$

Days Hours Rate TotalHTI Engineers 87 696 286.00$ 199,056.00$ Chief Mechanic 73 584 286.00$ 167,024.00$

1,366,938.68$


DRAFT

RESOLUTION

of the



Increase Funding for TRE Operations and Maintenance Contract for Positive Train Control(PTC) Support

WHEREAS, the Rail Safety Improvement Act of 2008 (RSIA 2008) mandated that all railroadsthat provide regularly scheduled commuter rail passenger service must develop a plan forimplementing Positive Train Control (PTC) before December 31, 2015, and the deadline wassubsequently extended by Congress to December 31, 2018; and

WHEREAS, on September 22, 2015 (Resolution No. 150102), the Board approved a ten-yearcontract with Herzog Transit Services, Inc. (HTSI) for the provision of Trinity Railway Express(TRE) commuter rail operation services between Dallas and Fort Worth, for a total authorizedamount not to exceed $317,623,839; and

WHEREAS, a line item for PTC support was included in the operations and maintenance contract;however, when this contract was negotiated, the cost of PTC support was unknown, the operationsand maintenance contractor's PTC services would be negotiated at a later date and incorporated intothe contract as a modification. The solicitation included an allowance item ($178,571 per year) inthe operations and maintenance bid schedule, line item TR012C; and

WHEREAS, the PTC System Integrator’s schedule of testing activities have been finalized, andTRE has a better understanding of what the costs will be for the test train miles, crew hours,Roadway Worker Protection (RWP)/flagging, Employee In Charge (EIC), mechanical support, andsignal and communications engineering support services for the operations and maintenancecontractor support during installation and testing of Positive Train Control; and

WHEREAS, after the PTC System is fully implemented, an additional contract modification to theoperations and maintenance contract will be required to incorporate the scope of PTC maintenanceservices into the remaining years of the operations and maintenance contract; and

WHEREAS, on May 10, 2016 (Resolution No. 160043), the Board approved a contractmodification with HTSI in the amount of $1,155,000 for a reimbursable expenditure for track,signal, and other rail-related work on the TRE Corridor at the Calloway Cemetery and TarrantMain Street Grade Crossings in Tarrant County; and

WHEREAS, on June 14, 2016 (Resolution No. 160061), the Board approved a contractmodification with HTSI in the amount of $500,000 for flagging, safety training, and projectcoordination for the Verizon project extending existing conduits, installing lateral drops, andinstalling fiber optic cable; and

WHEREAS, on August 22, 2017 (Resolution No. 170075), the Board approved a contractmodification with HTSI in the amount of $4,660,392, plus a supplemental contingency of$200,000, for the acquisition and installation of trackwork for the TRE Valley View Project; and

WHEREAS, on August 14, 2018 (Resolution No. 180064), the Board approved a contractmodification with HTSI in the amount of $178,000, for additional flagging to support the general

Increase Contract Value for HTSI for PTC-BD 1

contractor for the TRE Valley View Project through completion, which was funded from existing contingency; and

WHEREAS, the proposed pricing is determined to be fair and reasonable; and

WHEREAS, this increase in funding is within the current Budget and FY 2019 Twenty-Year Financial Plan allocations.

NOW, THEREFORE, BE IT RESOL YEO by the Dallas Area Rapid Transit Board of Directors that the President/Executive Director or his designee is authorized to increase funding to the existing Trinity Railway Express ten-year operations and maintenance contract, currently valued at $324,138,868, with Herzog Transit Services, Inc., [Contract No. 2005858-1], for test trains, crew costs, Roadway Worker Protection (R WP)/flagging, Employee In Charge (EiC), mechanical engineering support, and signal and communications engineering support services provided during installation and testing of Positive Train Control in the amount of $1,366,939, for a new total authorized contract amount not to exceed $325,505,807.

Increase Contract Value for HTSI for PTC

Approved as to form:~.l\4'----~ ~ ~- ~------Gene Gamez Interim General Counsel

2




Approval to Execute an Interlocal Agreement (ILA) with Collin County forJail Services

RECOMMENDATION

Approval of a resolution authorizing the President/Executive Director or his designee to execute anInterlocal Agreement between DART and Collin County, substantially in the form of Exhibit 1 to theResolution, for the detention of adult prisoners arrested by DART Police Officers in Collin County.




. This interlocal agreement (ILA) between Collin County and DART for jail services is includedin the DART Police Department's approved FY 2019 operating budget.

. Sufficient funding for this ILA is included in both the DART Police Department's FY 2019Operating Expense budget and the Total Operating Expense line item of the FY 2019Twenty-Year Financial Plan.

BUSINESS PURPOSE

. Approval of this item will help achieve Board Strategic Priority 1: Continually improve serviceand safety experiences and perceptions for customers and the public.

. The Collin County Interlocal Jail Services Agreement states that this Agreement will lastbetween October 1, 2018 and September 30, 2019. In the event that such a renewal is delayed,however, this Agreement will automatically renew for another fiscal year under the terms set outhere. DART will pay Collin County a basic charge of $94.47 per day.

. Approval to execute the ILA is needed for the continued use of Collin County jail services forDART arrestees.

AGENDA ITEM NO. 12

Collin County-DART Police ILA-BD 11/14/2018 2:27:58 PM1


Chapter 791 of the Texas Government Code authorizes DART to enter into interlocal cooperationcontracts with other local governments.


DRAFT

RESOLUTION

of the



Approval to Execute an Interlocal Agreement (ILA) with Collin County for Jail DetentionServices

WHEREAS, DART Police currently require jail detention service for prisoner arrested in CollinCounty; and

WHEREAS, the Collin County agreement states that the ILA will automatically renew on October1 of each year with a cost to DART of $94.47 per arrestee for the period of October 1, 2018through September 30, 2019; and

WHEREAS, execution of this ILA is needed for the continued use of Collin County jail servicesfor DART arrestees: and

WHEREAS, funding for this agreement is within current Budget and FY 2019 Twenty-YearFinancial Plan allocations.

NOW, THEREFORE, BE IT RESOLVED by the Dallas Area Rapid Transit Board of Directorsthat the President/Executive Director or his designee is authorized to execute an InterlocalAgreement between DART and Collin County, substantially in the form of Exhibit 1 to theResolution, for the detention and confinement of adult prisoners arrested by DART Police Officersin Collin County.

Collin County-DART Police ILA-BD 1

Approval to Execute an Interlocal Agreement (ILA) with Collin County for Jail Detention Services

Collin County-DART Police ILA

/") I~~ Prepared by: __ ~-----------

Carol Wise Executive Vice President Chief Operating Officer


2

Exhibit 1



Board Meeting Attachments:1. Articles of Incorporation2. BYLAWS for LGC



Approval to Change the Name of the Dallas Area Rapid Transit Bus Service,LGC (LGC) to Dallas Area Rapid Transit Mobility Service, LGC (LGC), toAmend the LGC's Bylaws, and to Amend the Interlocal Agreement betweenDART and the LGC

RECOMMENDATION

Approval of a resolution authorizing the President of the Dallas Area Rapid Transit Bus Service,LGC (LGC), or his designee to: 1) change the name of the LGC to Dallas Area Rapid TransitMobility Service, LGC, as set forth in Exhibit 1 to the Resolution; 2) modify the bylaws of the DallasArea Rapid Transit Bus Service, LGC (LGC), as set forth in Exhibit 2 to the Resolution; and 3)amend the Interlocal Agreement between DART and LGC to reflect the foregoing authorizedchanges.


. Approval of this Resolution will have no impact on DART's budget or FY 2019 Twenty-YearFinancial Plan.

BUSINESS PURPOSE

. Approval of this action will help achieve Board Strategic Priority 4: Expand DART'stransportation system to serve cities inside and outside the current service area.

. When the Dallas Area Rapid Transit Mesquite Bus Service, LGC (original name of the LGC)was originally approved by the DART Board and incorporated in 2012, the LGC was organizedto perform functions authorized under Chapter 452 of the Texas Transportation Code andspecifically to provide functions of a public transportation system.

. On June 6, 2013 (Resolution No. 130001), the DART Board of Directors approved the namechange of the LGC to Dallas Area Rapid Transit Bus Service, LGC. The public transportationfunction of the LGC at that time was limited to the original specified function to the city ofMesquite, transportation by bus.

. Since 2013, new mobility services have been developed to provide public transportation,including transit subsidy programs, taxi services, and microtransit, among other services.

AGENDA ITEM NO. 13

Approval of Name Change for LGC-BD 12/7/2018 7:58:06 AM1

. In 2017, the cities of Allen and Wylie and the Town of Fairview contracted with the LGC toimplement a transit subsidy program using taxi providers to serve seniors and disabled persons.In the future there may be additional new services available to provide public transportation inmodes that are not yet known.

. While transit subsidy programs, taxi services, transportation network companies (TNCs), andparatransit services have long been supplemental mobility services provided by bus systems,modifying the name, bylaws, and the LGC ILA with DART, as noted in Attachments 1 and 2,would be appropriate to more accurately reflect the range of services available.


Article IV of the LGC Articles of Incorporation states that the LGC is created for the purpose ofaiding and acting on behalf of DART in its governmental purpose of providing a publictransportation system by contracting to provide a variety of public transportation services.Additionally, Article IV states that in the exercise of its powers, the LGC may enter into agreementsthat are necessary and appropriate to the fulfillment of the governmental purpose of the LGC.

The Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, authorizes DART tocontract or agree with another local government to perform governmental functions and services.


ATTACHMENT 1

ARTICLES OF INCORPORATION

OF

Dallas Area Rapid Transit Regional Bus Mobility Service, LGC

We, the undersigned natural persons, each of whom is at least eighteen (18) years of age

or more, a resident of the service area of Dallas Area Rapid Transit, ("DART") a regional

transportation authority created and existing pursuant to Chapter 452 of the Texas Transportation

Code, and a citizen of the State of Texas, acting as incorporators of a corporation under the

provisions of Subchapter D, Local Government Corporations, of Chapter 431, Texas

Transportation Code (the "LGC Act"), do hereby adopt the following Articles of Incorporation

for such local government corporation:

ARTICLE I

The name of the local government corporation is Dallas Area Rapid Transit Regional Bus

Mobility Service, LGC (the “Corporation”).

ARTICLE II

The Corporation is a public nonprofit corporation and a Texas governmental unit.

ARTICLE III

The period of duration of the Corporation shall be perpetual.

ARTICLE IV

The Corporation is organized for the purpose of aiding, assisting, and acting on behalf of

DART in the performance of its governmental functions of providing a public transportation

system, including, without limitation, for the purpose of contracting with municipalities, counties,

or other political subdivisions to provide public transportation services by bus primarily outside

the DART service area.

The Corporation is formed pursuant to the provisions of the LGC Act as it now exists or

may hereafter be amended, which authorizes the Corporation to assist and act on behalf of DART

to accomplish any governmental purpose of DART and to engage in activities in the furtherance

of the purposes for its creation.

To the extent given to DART under the laws of the State of Texas, the Corporation shall

have and exercise all of the rights, powers, privileges, authority, and functions given by the

general laws of the State of Texas to non-profit corporations incorporated under the LGC Act,

under Chapter 452 of the Texas Transportation Code and laws of the State of Texas.


ATTACHMENT 1

The Corporation shall have all other powers of a like or different nature not prohibited by

law which are available to nonprofit corporations and to DART in Texas and which are necessary

or useful to enable the Corporation to perform the purposes for which it is created, including the

power to issue bonds, notes or other obligations, and otherwise exercise its borrowing power to

accomplish the purposes for which it was created.

The Corporation is created as a local government corporation pursuant to the LGC Act and

shall be a governmental unit within the meaning of Subdivision (2), Section 101.001, Texas Civil

Practice and Remedies Code. The operations of the Corporation are governmental and not

proprietary functions for purposes of the Texas Tort Claims Act, Section 101.001 et seq., Texas

Civil Practice and Remedies Code. The Corporation shall have the power to acquire land in

accordance with the LGC Act as amended from time to time, subject to the approval of the

DART Board of Directors.

Prior to the consummation of the sale and delivery of any bonds, notes, or other forms of

debt instruments, the Corporation shall obtain the approval thereof from the DART Board of

Directors. In connection with the issuance of its bonds, notes, or other debt instruments, the

Corporation shall select bond counsel and financial advisors acceptable to the DART Board of

Directors.

In the exercise of its powers, the Corporation may enter into agreements as authorized by

the LGC Act that are necessary and appropriate to the fulfillment of the public purpose of the

Corporation, except as prohibited in any interlocal agreements with DART,

ARTICLE V

The Corporation shall have no members and shall have no stock.

ARTICLE VI

All powers of the Corporation shall be vested in a Board of Directors consisting of five (5)

persons who shall be appointed by the DART Board of Directors. A majority of the Directors

must be residents of the DART service area.

Each Director shall be either a member of the DART Board of Directors or shall be an

employee of DART. If a Director ceases to be a member of the DART Board of Directors or an

employee of DART, he or she shall be disqualified from serving as a Director.

The initial Board members are identified in Article IX below and shall serve for the term

expiring on the specified date. Subsequent Board members shall serve for a term of two (2) years

or until his or her successor is appointed by the DART Board of Directors, unless such Board

member bas been appointed to fill an unexpired term, in which case the term of such Board

member shall expire on the expiration date of the term of the Board member whom he or she was

appointed to replace. Board members shall be eligible for reappointment. Any Board member

may be removed from office at any time, with or without cause, by the DART Board of

Directors.


ATTACHMENT 2

BYLAWS

OF

DALLAS AREA RAPID TRANSIT BUS MOBILITY SERVICE, LGC

ARTICLE I

PURPOSES

Section 1.01 Purposes. Dallas Area Rapid Transit Bus Mobility Service, LGC (the

"Corporation") is organized for the purpose of aiding and acting on behalf of Dallas Area Rapid

Transit ("DART"), a regional transportation authority created and existing pursuant to Chapter

452 of the Texas Transportation Code, in the performance of its governmental functions of

providing a public transportation system by contracting to provide public transportation services

solely by bus.

The Corporation shall have and exercise all of the rights, powers, privileges, authority, and

functions given by the general laws of the State of Texas to non-profit corporations incorporated

under the LGC Act, including, without limitation, the Texas Nonprofit Corporation Law, Chapter

22, Business Organizations Code, Section 22.001, et seq.

The Corporation shall not create a legal obligation for DART save and except with the

express consent of DART. The Corporation shall comply with DART policies and, when

applicable, shall comply with all Federal Transit Administration ("FTA") requirements.

The Corporation shall have the power to acquire real property, subject to the approval of

the DART Board of Directors. The Corporation may, except as prohibited in any interlocal

agreement with DART, contract with any qualified and appropriate person, association,

corporation or governmental entity to acquire personal property or to perform and discharge

designated tasks which will aid or assist the Corporation in the performance of its duties.

The Corporation shall have the power to accept any contribution or donation from any

source and, with the concurrence of DART, shall have the power to request and accept any

appropriation, grant, or other form of aid from the federal government or the State or from any

other source.

ARTICLE II

DIRECTORS

Section 2.01. Appointment, Number, and Term of Office. All powers of the

Corporation shall be vested in the Board of Directors (the "Board"). The Board shall consist of

five (5) persons, four (4) of whom shall be appointed by the DART Board of Directors by

resolution of the DART Board. The Chairman of the DART Board of Directors shall be deemed

appointed as a Director of the Corporation without formal action by the DART Board of

Directors. One other member of the DART Board of Directors shall be appointed as a Director of

the Corporation. Three DART employees, upon recommendation of the President/Executive

Director of DART, shall also be appointed as Directors of the Corporation. If a person ceases to


ATTACHMENT 2

be a member of the DART Board of Directors or an employee of DART, as applicable, he or she

shall be disqualified from serving as a Director.

A majority of the Directors must be residents of the DART service area.1 A person may

not be appointed as a Director if the appointment would result in less than a majority of the Board

members being residents of the DART service area. Any Director may be removed from office at

any time, with or without cause, by the DART Board of Directors.

The term of office for each initial Director shall extend to December 31, 2014 and he or

she shall serve until his or her successor is appointed and qualified as set forth in the Articles of

Incorporation. All subsequent terms shall be two (2) years and commence on January 1. Upon the

expiration of the term of office of any such Director appointed by resolution of the DART Board

of Directors, the DART Board of Directors shall appoint a successor Director, and the term of

office for each such successor Director shall also be two (2) years. A Director shall continue to

serve until his or her successor is appointed and qualified unless the Director no longer meets the

qualifications for serving as Director.

To the extent allowed under Tex. Const. art. XVI, §17 (Officers to Serve Until Successors

Qualified), in the event that a Director resigns, is removed or, by moving outside the DART

service area, causes the majority of the Directors of the Board to live outside the DART service

area or, otherwise is no longer qualified to serve as a Director, then such Director shall be

considered removed from the Board and the DART Board of Directors shall provide for the

appointment of a new Director to complete the unexpired term of such Director.

Any Director or officer may resign at any time. Such resignations shall be made in writing

and shall take effect at the time specified therein, or, if no time be specified, at the time of its

receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to

make it effective, unless expressly so provided in the resignation.

With the exception of the Chair of the DART Board of Directors, any vacancy on the

Board shall be filled by a majority vote of the DART Board of Directors. Pending a vote by the

DART Board, an interim appointment may be made by the Chair of the DART Board of

Directors for any Director who is a DART Board member, and, upon recommendation of the

President/Executive Director of DART, for any Director who is a DART employee.

Section 2.02. Meetings of Directors. The Directors may hold their meetings and may

have an office and keep the books of the Corporation at such place or places as the Board may

from time to time determine; provided, however, in the absence of any such determination, such

places shall be the registered office of the Corporation in the State of Texas.

The Board and any committee of the Board exercising the powers of the Board shall meet

in accordance with and file notices of each meeting of the Board as is required by Chapter 551 of

the Texas Government Code (the "Open Meetings Act").

1 The DART service area consists of 13 cities: Addison, Carrollton, Cockrell Hill, Dallas, Farmers Branch, Garland,

Glenn Heights, Highland Park, Irving, Plano, Richardson, Rowlett, and University Park.


ATTACHMENT 2

Public information created, collected or maintained by the Corporation, the Board, and

any committee of the Board exercising the powers of the Board is subject to Chapter 552 of the

Texas Government Code (the "Public Information Act").

Section 2.03. Annual Meetings. The first regular meeting of the Board following the start

of each fiscal year shall be the Annual Meeting. The Annual Meeting shall be held at the

registered office of the Corporation and shall be for the purpose of transacting such business as

may be brought before the meeting.

Section 2.04. Regular Meetings. Regular meetings of the Board shall be held at such

times and places as shall be designated, from time to time, by a resolution of the Board.

Section 2.05. Special Meetings. Special meetings of the Board shall be held whenever

called by the President of the Board or by a majority of the Directors and shall be in accordance

with the provisions of the Texas Open Meetings Act.

Each Director shall be given reasonable notice of each Special Meeting in person, by

telephone, electronic transmission (e.g., facsimile transmission or electronic mail) or mail at least

seventy-two (72) hours before the meeting. Unless otherwise indicated in the notice thereof, any

and all matters pertaining to the purposes of the Corporation may be considered and acted upon at

a Special Meeting.

Section 2.06. Quorum. A majority of the Board (which must include a member of the

DART Board of Directors) shall constitute a quorum for the consideration of matters pertaining

to the purposes of the Corporation. The act of a majority of the Directors present (which must

include a member of the DART Board of Directors) and voting at a meeting at which a quorum is

in attendance shall constitute the act of the Board.

The affirmative votes of all five Directors shall be required to approve the following

matters:

1) The amendment of the Articles of Incorporation;

2) The amendment of these Bylaws.

Section 2.07. Conduct of Business. At the meetings of the Board, matters pertaining to

the purposes of the Corporation shall be considered in such order as from time to time the Board

may determine.

At all meetings of the Board, the President shall preside, and in the absence of the

President, the Vice-President shall preside. In the absence of the President and the Vice-

President, an acting presiding officer shall be chosen by the Board from among the Directors

present.

The Secretary of the Corporation shall act as secretary of all meetings of the Board, but in

the absence of the Secretary, the presiding officer may appoint any person to act as secretary of

the meeting.


ATTACHMENT 2

Section 2.08. Compensation of Directors; Reimbursement for Expenses. Directors

shall not receive any salary or compensation for their services as Directors. Directors shall be

reimbursed for their actual expenses incurred in the performance of their duties as Directors.

Section 2.09. Director's Liability. No Director shall be liable to the Corporation for

monetary damages for an act or omission in the Director's capacity as a Director, except as is

authorized by Texas or Federal law for public officials of a Texas governmental entity.

Section 2.10. Director's Reliance on Consultant Information. Unless there is an

established rule of law to the contrary, a Director shall not be liable if while acting in good faith

and with ordinary care, the Director relies on information, opinions, reports, or statements,

including financial statements and other financial data, concerning the Corporation or another

person that were prepared or presented by:

(a) one or more officers or employees of the Corporation or employees of DART;

or

(b) legal counsel, public accountants, or other persons as to matters the Director

reasonably believes are within the person's professional or expert competence.

ARTICLE III

OFFICERS

Section 3.01. Titles and Term of Office. The officers of the Corporation shall be a

President, a Vice-President, a Secretary, a Treasurer, and other officers as the Board may from

time to time elect or appoint. The initial term of the officers of the Corporation shall extend to

December 31, 2014. The subsequent terms of office for each officer shall be two (2) years

commencing on January 1.

Any vacancy in the office of any officer shall be filled by a majority vote of the Board.

Pending a vote by the Board, an interim appointment may be made by the Chair of the DART

Board for any Officer who is a DART Board member, and an interim appointment made by the

President/Executive Director of DART for any Officer who is a DART employee.

Section 3.02. Powers and Duties of the President. The President shall be the principal

executive officer of the Corporation and, subject to the Board, he or she shall be in general charge

of the properties and affairs of the Corporation. In furtherance of the purposes of the Corporation

and subject to the limitations contained in the Articles of Incorporation, the President or the Vice-

President may sign and execute all bonds, notes, deeds, conveyances, franchises, assignments,

mortgages, notes, contracts and other obligations in the name of the Corporation. The President

shall have such other duties as are assigned by the Board. The President may call special

meetings of the Board.


ATTACHMENT 2

Section 3.03. Powers and Duties of the Vice-President. The Vice-President shall

perform the duties and exercise the powers of the President upon the President's death, absence,

disability, or resignation, or upon the President's inability to perform the duties of his or her

office. Any action taken by the Vice-President in the performance of the duties of the President

shall be conclusive evidence of the absence or inability to act of the President at the time such

action was taken. The Vice-President shall have such other powers and duties as may be assigned

to him or her by the Board or the President.

Section 3.04. Secretary. The Secretary shall keep or cause to be kept the minutes of all

meetings of the Board in books provided for that purpose and he or she shall attend to the giving

and serving of all notices. He or she shall have charge of the Corporation's books, records,

documents and instruments, except the books of account and financial records and securities of

which the Treasurer shall have custody and charge, and such other books and papers as the Board

may direct, all of which shall at all reasonable times be open to the inspection of any Director

upon application at the office of the Corporation during business hours and he or she shall, in

general, perform all duties incident to the office of Secretary subject to the control of the Board.

Section 3.05. Treasurer. The Treasurer shall have custody of all the funds and securities

of the Corporation which come into his or her hands. When necessary or proper, he or she may

endorse, on behalf of the Corporation, for collection, checks, notes and other obligations and shall

deposit the same to the credit of the Corporation in such bank or banks or depositories as shall be

designated in the manner prescribed by the Board; he or she may sign all receipts and vouchers

for payments made to the Corporation, either alone or jointly with such other officer as is

designated by the Board; whenever required by the Board, he or she shall render a statement of

his or her cash account; he or she shall enter or cause to be entered regularly in the books of the

Corporation to be kept by him or her for that purpose full and accurate accounts of all moneys

received and paid out on account of the Corporation; and he or she shall perform all acts incident

to the position of Treasurer subject to the control of the Board.

Section 3.06. Compensation and Staff. Officers who are DART directors or employees

or who occupy a government office of emolument (as defined under Tex. Const. art XVI, §40)

are not entitled to compensation. Staff functions for the Corporation may be performed by

DART staff, as directed by the DART President/Executive Director, and the Corporation shall

pay the costs for such services as from time to time shall be billed to the Corporation by DART.

Section 3.07. Officer's Liability. No officer shall be liable to the Corporation for

monetary damages for an act or omission in the officer's capacity as an officer, except as is


Section 3.08. Officer's Reliance on Consultant Information. Unless there is an

established rule of law to the contrary, an officer shall not be liable if while acting in good faith

and with ordinary care, the officer relies on information, opinions, reports, or statements,



(a) one or more other officers or employees of the Corporation or employees of


ATTACHMENT 2

DART; or

(b) legal counsel, public accountants, or other persons as to matters the officer


Section 3.09. Removal from Office. Any officer may be removed from office at any

time, with or without cause, by the Board of Directors.

ARTICLE IV

BUDGET

Section 4.01. Budget and Fiscal Year. The fiscal year of the Corporation shall

commence on October 1st of each year and end on September 30th

of the following year. At least

ninety (90) days prior to October 1st of each year, the Board shall prepare and adopt a proposed

budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The

budget shall contain such classifications and shall be in such form as may be prescribed from

time to time by the DART Board of Directors. The budget proposed for adoption shall include

the projected expenses, and such other budgetary information as shall be required by the DART

Board of Directors for their approval and adoption. The budget shall be considered adopted upon

formal approval of the DART Board of Directors.

ARTICLE V

INDEMNIFICATION

Section 5.01. Indemnification: Given that the Corporation has been created as a local

government corporation pursuant to the LGC Act and therefore is a Texas governmental unit

whose operations are all governmental and not proprietary functions for any purposes, to the

maximum extent allowed by Texas law for local governmental entities, the Corporation may

indemnify current and former directors, officers, and employees (“Indemnified Person”) for acts

and/or omissions that occur within the scope and course of their duties with the Corporation.

Section 5.02. Insurance. The Corporation may purchase and maintain insurance, at its

expense, to protect itself and any Indemnified Person.


ATTACHMENT 2

ARTICLE VI

CODE OF ETHICS

Section 6.01. Policy and Purposes.

A. It is the policy of the Corporation that Directors and officers conduct themselves in a

manner consistent with sound business and ethical practices; that the public interest

always be considered in conducting corporate business; that the appearance of impropriety

be avoided to ensure and maintain the public confidence in the Corporation; and that the

Board establish policies to control and manage the affairs of the Corporation, fairly,

impartially, and without discrimination.

B. This Code of Ethics has been adopted as part of the Board's Bylaws for the following

purposes: (a) to encourage high ethical standards in official conduct by Directors and

corporate officers; and (b) to establish guidelines for such ethical standards of conduct.

Section 6.02. Unlawful Acts. In addition to any unethical conduct prohibited by Texas or

Federal law and/or regulation for a Texas governmental officer or public official, a Director or

officer shall not intentionally or knowingly offer, confer or agree to confer on another, or solicit,

or agree to accept from another:

(a) any benefit as consideration for the Director or officer's decision, opinion,

recommendation, vote, or other exercise of discretion as a Director or

officer; or

(b) any benefit as consideration for a violation of a duty imposed by law on the

Director or officer.

ARTICLE VII

CONSENT OF DART Board of Directors

Section 7.01. DART Board of Directors Consent. To the extent that these Bylaws refer

to approval by DART or refer to advice and consent by DART, such approval or advice and

consent shall be evidenced by a resolution duly adopted by the DART Board of Directors.

ARTICLE VIII

DISTRIBUTION OF NET INCOME

Section 8.01. Distribution of Net Income. DART is entitled at the end of each fiscal

year to receive income earned by the Corporation that is not needed to pay the Corporation's

expenses or obligations.


ATTACHMENT 2

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.01. Seal. The seal of the Corporation shall be such as from time to time may be

approved by the Board.

Section 9.02. Notice and Waiver of Notice. Whenever any notice whatever is required to

be given under the provisions of these Bylaws, such notice shall be deemed to be sufficient if

given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the

person entitled thereto at his or her post office address, as it appears on the books of the

Corporation, and such notice shall be deemed to have been given on the day of such mailing. A

waiver of notice, signed by the person or persons entitled to said notice, whether before or after

the time stated therein, shall be deemed equivalent thereto.

Section 9.03. Amendments. A proposal to alter, amend, or repeal these Bylaws shall be

made by the affirmative vote of all the Directors at any annual or regular meeting, or at any

special meeting if notice of the proposed amendment be contained in the notice of said special

meeting. However, any proposed change or amendment to the Bylaws must be approved by the

DART Board of Directors to be effective.

Section 9.04. Gender. References herein to the masculine gender shall also refer to the

feminine in all appropriate cases, and vice versa.


DRAFT

RESOLUTION

of the



Approval to Change the Name of the Dallas Area Rapid Transit Bus Service, LGC (LGC) toDallas Area Rapid Transit Mobility Service, LGC (LGC), to Amend the LGC's Bylaws, and

to Amend the Interlocal Agreement between DART and the LGC

WHEREAS, Subchapter D of Chapter 431, Texas Transportation Code (the "Act"), authorizes alocal government, including a regional transportation authority as described in Chapter 452.001 ofthe Act, to create a local government corporation to aid and act on behalf of the local governmentto accomplish any governmental purpose of the local government; and

WHEREAS, on March 6, 2012 (Resolution No. 120034), the DART Board created the Dallas AreaRapid Transit Mesquite Bus Service, LGC (LGC), and authorized its Articles of Incorporation andits Bylaws; and

WHEREAS, DART and the LGC entered into an Interlocal Agreement that facilitates the activitiesand functions of both DART and the LGC; and

WHEREAS, on June 6, 2013 (Resolution No. 130001), DART and the LGC amended the Articlesof Incorporation, the Bylaws, and Interlocal Agreement to change the name and modify the purposeand functions to serve cities other than Mesquite; and

WHEREAS, it is again necessary to amend the Bylaws and the Interlocal Agreement and to changethe name of the LGC and modify its purpose and functions to reflect the change in the types ofservice offered by the LGC; and

WHEREAS, DART Board approval is required before such amendments are effective; and

WHEREAS, approval of this Resolution will have no impact on DART's budget or FY 2019Twenty-Year Financial Plan.

NOW, THEREFORE, BE IT RESOLVED by the Dallas Area Rapid Transit Board of Directorsthat the President of the Dallas Area Rapid Transit Bus Service, LGC, or his designee is authorizedto:

Section 1: Change the name of the LGC to Dallas Area Rapid Transit Mobility Service,LGC, and make any necessary change to the Articles of Incorporation or otherdocument necessary to accomplish the name change, including as set forth inExhibit 1.

Section 2: Amend the Bylaws in the form shown in Exhibit 2 to this resolution.Section 3: Amend the Interlocal Agreement between DART and the LGC to reflect the

foregoing authorized changes.

Approval of Name Change for LGC-BD 1

Approval to Change the Name of the Dallas Area Rapid Transit Bus Service, LGC (LGC) to Dallas Area Rapid Transit Mobility Service, LGC (LGC), the Amendment of the LGC's Bylaws,

and Amendment of the Interlocal Agreement between DART and the LGC

Approval of Name Change for LGC-BD

Prepared by: ~,l,14 Todcf Plesko Vice President Planning and Development

Approved by:-z_/ d)___ ¢{f::i7 Timothy H. M ay, P. . Executive Vice President Growth/Regional Development

Approved as to form: .ltw_ L">Gene Gamez Interim General Counsel

2

EXHIBIT 1

ARTICLES OF INCORPORATION

OF

Dallas Area Rapid Transit Mobility Service, LGC

We, the undersigned natural persons, each of whom is at least eighteen (18) years of age

or more, a resident of the service area of Dallas Area Rapid Transit, ("DART") a regional

transportation authority created and existing pursuant to Chapter 452 of the Texas Transportation

Code, and a citizen of the State of Texas, acting as incorporators of a corporation under the

provisions of Subchapter D, Local Government Corporations, of Chapter 431, Texas

Transportation Code (the "LGC Act"), do hereby adopt the following Articles of Incorporation

for such local government corporation:

ARTICLE I

The name of the local government corporation is Dallas Area Rapid Transit Mobility

Service, LGC (the “Corporation”).

ARTICLE II

The Corporation is a public nonprofit corporation and a Texas governmental unit.

ARTICLE III

The period of duration of the Corporation shall be perpetual.

ARTICLE IV

The Corporation is organized for the purpose of aiding, assisting, and acting on behalf of

DART in the performance of its governmental functions of providing a public transportation

system, including, without limitation, for the purpose of contracting with municipalities, counties,

or other political subdivisions to provide public transportation services by bus primarily outside

the DART service area.

The Corporation is formed pursuant to the provisions of the LGC Act as it now exists or

may hereafter be amended, which authorizes the Corporation to assist and act on behalf of DART

to accomplish any governmental purpose of DART and to engage in activities in the furtherance

of the purposes for its creation.

To the extent given to DART under the laws of the State of Texas, the Corporation shall

have and exercise all of the rights, powers, privileges, authority, and functions given by the

general laws of the State of Texas to non-profit corporations incorporated under the LGC Act,

under Chapter 452 of the Texas Transportation Code and laws of the State of Texas.


EXHIBIT 1

The Corporation shall have all other powers of a like or different nature not prohibited by

law which are available to nonprofit corporations and to DART in Texas and which are necessary

or useful to enable the Corporation to perform the purposes for which it is created, including the

power to issue bonds, notes or other obligations, and otherwise exercise its borrowing power to

accomplish the purposes for which it was created.

The Corporation is created as a local government corporation pursuant to the LGC Act and

shall be a governmental unit within the meaning of Subdivision (2), Section 101.001, Texas Civil

Practice and Remedies Code. The operations of the Corporation are governmental and not

proprietary functions for purposes of the Texas Tort Claims Act, Section 101.001 et seq., Texas

Civil Practice and Remedies Code. The Corporation shall have the power to acquire land in

accordance with the LGC Act as amended from time to time, subject to the approval of the

DART Board of Directors.

Prior to the consummation of the sale and delivery of any bonds, notes, or other forms of

debt instruments, the Corporation shall obtain the approval thereof from the DART Board of

Directors. In connection with the issuance of its bonds, notes, or other debt instruments, the

Corporation shall select bond counsel and financial advisors acceptable to the DART Board of

Directors.

In the exercise of its powers, the Corporation may enter into agreements as authorized by

the LGC Act that are necessary and appropriate to the fulfillment of the public purpose of the

Corporation, except as prohibited in any interlocal agreements with DART,

ARTICLE V

The Corporation shall have no members and shall have no stock.

ARTICLE VI

All powers of the Corporation shall be vested in a Board of Directors consisting of five (5)

persons who shall be appointed by the DART Board of Directors. A majority of the Directors

must be residents of the DART service area.

Each Director shall be either a member of the DART Board of Directors or shall be an

employee of DART. If a Director ceases to be a member of the DART Board of Directors or an

employee of DART, he or she shall be disqualified from serving as a Director.

The initial Board members are identified in Article IX below and shall serve for the term

expiring on the specified date. Subsequent Board members shall serve for a term of two (2) years

or until his or her successor is appointed by the DART Board of Directors, unless such Board

member bas been appointed to fill an unexpired term, in which case the term of such Board

member shall expire on the expiration date of the term of the Board member whom he or she was

appointed to replace. Board members shall be eligible for reappointment. Any Board member

may be removed from office at any time, with or without cause, by the DART Board of

Directors.


EXHIBIT 2

BYLAWS

OF

DALLAS AREA RAPID TRANSIT MOBILITY SERVICE, LGC

ARTICLE I

PURPOSES

Section 1.01 Purposes. Dallas Area Rapid Transit Mobility Service, LGC (the

"Corporation") is organized for the purpose of aiding and acting on behalf of Dallas Area Rapid

Transit ("DART"), a regional transportation authority created and existing pursuant to Chapter

452 of the Texas Transportation Code, in the performance of its governmental functions of

providing a public transportation system by contracting to provide public transportation services.

The Corporation shall have and exercise all of the rights, powers, privileges, authority, and

functions given by the general laws of the State of Texas to non-profit corporations incorporated

under the LGC Act, including, without limitation, the Texas Nonprofit Corporation Law, Chapter

22, Business Organizations Code, Section 22.001, et seq.

The Corporation shall not create a legal obligation for DART save and except with the

express consent of DART. The Corporation shall comply with DART policies and, when

applicable, shall comply with all Federal Transit Administration ("FTA") requirements.

The Corporation shall have the power to acquire real property, subject to the approval of

the DART Board of Directors. The Corporation may, except as prohibited in any interlocal

agreement with DART, contract with any qualified and appropriate person, association,

corporation or governmental entity to acquire personal property or to perform and discharge

designated tasks which will aid or assist the Corporation in the performance of its duties.

The Corporation shall have the power to accept any contribution or donation from any

source and, with the concurrence of DART, shall have the power to request and accept any

appropriation, grant, or other form of aid from the federal government or the State or from any

other source.

ARTICLE II

DIRECTORS

Section 2.01. Appointment, Number, and Term of Office. All powers of the

Corporation shall be vested in the Board of Directors (the "Board"). The Board shall consist of

five (5) persons, four (4) of whom shall be appointed by the DART Board of Directors by

resolution of the DART Board. The Chairman of the DART Board of Directors shall be deemed

appointed as a Director of the Corporation without formal action by the DART Board of

Directors. One other member of the DART Board of Directors shall be appointed as a Director of

the Corporation. Three DART employees, upon recommendation of the President/Executive

Director of DART, shall also be appointed as Directors of the Corporation. If a person ceases to

be a member of the DART Board of Directors or an employee of DART, as applicable, he or she


EXHIBIT 2

shall be disqualified from serving as a Director.

A majority of the Directors must be residents of the DART service area.1 A person may

not be appointed as a Director if the appointment would result in less than a majority of the Board

members being residents of the DART service area. Any Director may be removed from office at

any time, with or without cause, by the DART Board of Directors.

The term of office for each initial Director shall extend to December 31, 2014 and he or

she shall serve until his or her successor is appointed and qualified as set forth in the Articles of

Incorporation. All subsequent terms shall be two (2) years and commence on January 1. Upon the

expiration of the term of office of any such Director appointed by resolution of the DART Board

of Directors, the DART Board of Directors shall appoint a successor Director, and the term of

office for each such successor Director shall also be two (2) years. A Director shall continue to

serve until his or her successor is appointed and qualified unless the Director no longer meets the

qualifications for serving as Director.

To the extent allowed under Tex. Const. art. XVI, §17 (Officers to Serve Until Successors

Qualified), in the event that a Director resigns, is removed or, by moving outside the DART

service area, causes the majority of the Directors of the Board to live outside the DART service

area or, otherwise is no longer qualified to serve as a Director, then such Director shall be

considered removed from the Board and the DART Board of Directors shall provide for the

appointment of a new Director to complete the unexpired term of such Director.

Any Director or officer may resign at any time. Such resignations shall be made in writing

and shall take effect at the time specified therein, or, if no time be specified, at the time of its

receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to

make it effective, unless expressly so provided in the resignation.

With the exception of the Chair of the DART Board of Directors, any vacancy on the

Board shall be filled by a majority vote of the DART Board of Directors. Pending a vote by the

DART Board, an interim appointment may be made by the Chair of the DART Board of

Directors for any Director who is a DART Board member, and, upon recommendation of the

President/Executive Director of DART, for any Director who is a DART employee.

Section 2.02. Meetings of Directors. The Directors may hold their meetings and may

have an office and keep the books of the Corporation at such place or places as the Board may

from time to time determine; provided, however, in the absence of any such determination, such

places shall be the registered office of the Corporation in the State of Texas.

The Board and any committee of the Board exercising the powers of the Board shall meet

in accordance with and file notices of each meeting of the Board as is required by Chapter 551 of

the Texas Government Code (the "Open Meetings Act").

Public information created, collected or maintained by the Corporation, the Board, and

1 The DART service area consists of 13 cities: Addison, Carrollton, Cockrell Hill, Dallas, Farmers Branch, Garland,

Glenn Heights, Highland Park, Irving, Plano, Richardson, Rowlett, and University Park.


EXHIBIT 2

any committee of the Board exercising the powers of the Board is subject to Chapter 552 of the

Texas Government Code (the "Public Information Act").

Section 2.03. Annual Meetings. The first regular meeting of the Board following the start

of each fiscal year shall be the Annual Meeting. The Annual Meeting shall be held at the

registered office of the Corporation and shall be for the purpose of transacting such business as

may be brought before the meeting.

Section 2.04. Regular Meetings. Regular meetings of the Board shall be held at such

times and places as shall be designated, from time to time, by a resolution of the Board.

Section 2.05. Special Meetings. Special meetings of the Board shall be held whenever

called by the President of the Board or by a majority of the Directors and shall be in accordance

with the provisions of the Texas Open Meetings Act.

Each Director shall be given reasonable notice of each Special Meeting in person, by

telephone, electronic transmission (e.g., facsimile transmission or electronic mail) or mail at least

seventy-two (72) hours before the meeting. Unless otherwise indicated in the notice thereof, any

and all matters pertaining to the purposes of the Corporation may be considered and acted upon at

a Special Meeting.

Section 2.06. Quorum. A majority of the Board (which must include a member of the

DART Board of Directors) shall constitute a quorum for the consideration of matters pertaining

to the purposes of the Corporation. The act of a majority of the Directors present (which must

include a member of the DART Board of Directors) and voting at a meeting at which a quorum is

in attendance shall constitute the act of the Board.

The affirmative votes of all five Directors shall be required to approve the following

matters:

1) The amendment of the Articles of Incorporation;

2) The amendment of these Bylaws.

Section 2.07. Conduct of Business. At the meetings of the Board, matters pertaining to

the purposes of the Corporation shall be considered in such order as from time to time the Board

may determine.

At all meetings of the Board, the President shall preside, and in the absence of the

President, the Vice-President shall preside. In the absence of the President and the Vice-

President, an acting presiding officer shall be chosen by the Board from among the Directors

present.

The Secretary of the Corporation shall act as secretary of all meetings of the Board, but in

the absence of the Secretary, the presiding officer may appoint any person to act as secretary of

the meeting.


EXHIBIT 2

Section 2.08. Compensation of Directors; Reimbursement for Expenses. Directors

shall not receive any salary or compensation for their services as Directors. Directors shall be

reimbursed for their actual expenses incurred in the performance of their duties as Directors.

Section 2.09. Director's Liability. No Director shall be liable to the Corporation for

monetary damages for an act or omission in the Director's capacity as a Director, except as is


Section 2.10. Director's Reliance on Consultant Information. Unless there is an

established rule of law to the contrary, a Director shall not be liable if while acting in good faith

and with ordinary care, the Director relies on information, opinions, reports, or statements,



(a) one or more officers or employees of the Corporation or employees of DART;

or

(b) legal counsel, public accountants, or other persons as to matters the Director


ARTICLE III

OFFICERS

Section 3.01. Titles and Term of Office. The officers of the Corporation shall be a

President, a Vice-President, a Secretary, a Treasurer, and other officers as the Board may from

time to time elect or appoint. The initial term of the officers of the Corporation shall extend to

December 31, 2014. The subsequent terms of office for each officer shall be two (2) years

commencing on January 1.

Any vacancy in the office of any officer shall be filled by a majority vote of the Board.

Pending a vote by the Board, an interim appointment may be made by the Chair of the DART

Board for any Officer who is a DART Board member, and an interim appointment made by the

President/Executive Director of DART for any Officer who is a DART employee.

Section 3.02. Powers and Duties of the President. The President shall be the principal

executive officer of the Corporation and, subject to the Board, he or she shall be in general charge

of the properties and affairs of the Corporation. In furtherance of the purposes of the Corporation

and subject to the limitations contained in the Articles of Incorporation, the President or the Vice-

President may sign and execute all bonds, notes, deeds, conveyances, franchises, assignments,

mortgages, notes, contracts and other obligations in the name of the Corporation. The President

shall have such other duties as are assigned by the Board. The President may call special

meetings of the Board.

Section 3.03. Powers and Duties of the Vice-President. The Vice-President shall

perform the duties and exercise the powers of the President upon the President's death, absence,


EXHIBIT 2

disability, or resignation, or upon the President's inability to perform the duties of his or her

office. Any action taken by the Vice-President in the performance of the duties of the President

shall be conclusive evidence of the absence or inability to act of the President at the time such

action was taken. The Vice-President shall have such other powers and duties as may be assigned

to him or her by the Board or the President.

Section 3.04. Secretary. The Secretary shall keep or cause to be kept the minutes of all

meetings of the Board in books provided for that purpose and he or she shall attend to the giving

and serving of all notices. He or she shall have charge of the Corporation's books, records,

documents and instruments, except the books of account and financial records and securities of

which the Treasurer shall have custody and charge, and such other books and papers as the Board

may direct, all of which shall at all reasonable times be open to the inspection of any Director

upon application at the office of the Corporation during business hours and he or she shall, in

general, perform all duties incident to the office of Secretary subject to the control of the Board.

Section 3.05. Treasurer. The Treasurer shall have custody of all the funds and securities

of the Corporation which come into his or her hands. When necessary or proper, he or she may

endorse, on behalf of the Corporation, for collection, checks, notes and other obligations and shall

deposit the same to the credit of the Corporation in such bank or banks or depositories as shall be

designated in the manner prescribed by the Board; he or she may sign all receipts and vouchers

for payments made to the Corporation, either alone or jointly with such other officer as is

designated by the Board; whenever required by the Board, he or she shall render a statement of

his or her cash account; he or she shall enter or cause to be entered regularly in the books of the

Corporation to be kept by him or her for that purpose full and accurate accounts of all moneys

received and paid out on account of the Corporation; and he or she shall perform all acts incident

to the position of Treasurer subject to the control of the Board.

Section 3.06. Compensation and Staff. Officers who are DART directors or employees

or who occupy a government office of emolument (as defined under Tex. Const. art XVI, §40)

are not entitled to compensation. Staff functions for the Corporation may be performed by

DART staff, as directed by the DART President/Executive Director, and the Corporation shall

pay the costs for such services as from time to time shall be billed to the Corporation by DART.

Section 3.07. Officer's Liability. No officer shall be liable to the Corporation for

monetary damages for an act or omission in the officer's capacity as an officer, except as is


Section 3.08. Officer's Reliance on Consultant Information. Unless there is an

established rule of law to the contrary, an officer shall not be liable if while acting in good faith

and with ordinary care, the officer relies on information, opinions, reports, or statements,



(a) one or more other officers or employees of the Corporation or employees of

DART; or


EXHIBIT 2

(b) legal counsel, public accountants, or other persons as to matters the officer


Section 3.09. Removal from Office. Any officer may be removed from office at any

time, with or without cause, by the Board of Directors.

ARTICLE IV

BUDGET

Section 4.01. Budget and Fiscal Year. The fiscal year of the Corporation shall

commence on October 1st of each year and end on September 30th

of the following year. At least

ninety (90) days prior to October 1st of each year, the Board shall prepare and adopt a proposed

budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The

budget shall contain such classifications and shall be in such form as may be prescribed from

time to time by the DART Board of Directors. The budget proposed for adoption shall include

the projected expenses, and such other budgetary information as shall be required by the DART

Board of Directors for their approval and adoption. The budget shall be considered adopted upon

formal approval of the DART Board of Directors.

ARTICLE V

INDEMNIFICATION

Section 5.01. Indemnification: Given that the Corporation has been created as a local

government corporation pursuant to the LGC Act and therefore is a Texas governmental unit

whose operations are all governmental and not proprietary functions for any purposes, to the

maximum extent allowed by Texas law for local governmental entities, the Corporation may

indemnify current and former directors, officers, and employees (“Indemnified Person”) for acts

and/or omissions that occur within the scope and course of their duties with the Corporation.

Section 5.02. Insurance. The Corporation may purchase and maintain insurance, at its

expense, to protect itself and any Indemnified Person.


EXHIBIT 2

ARTICLE VI

CODE OF ETHICS

Section 6.01. Policy and Purposes.

A. It is the policy of the Corporation that Directors and officers conduct themselves in a

manner consistent with sound business and ethical practices; that the public interest

always be considered in conducting corporate business; that the appearance of impropriety

be avoided to ensure and maintain the public confidence in the Corporation; and that the

Board establish policies to control and manage the affairs of the Corporation, fairly,

impartially, and without discrimination.

B. This Code of Ethics has been adopted as part of the Board's Bylaws for the following

purposes: (a) to encourage high ethical standards in official conduct by Directors and

corporate officers; and (b) to establish guidelines for such ethical standards of conduct.

Section 6.02. Unlawful Acts. In addition to any unethical conduct prohibited by Texas or

Federal law and/or regulation for a Texas governmental officer or public official, a Director or

officer shall not intentionally or knowingly offer, confer or agree to confer on another, or solicit,

or agree to accept from another:

(a) any benefit as consideration for the Director or officer's decision, opinion,

recommendation, vote, or other exercise of discretion as a Director or

officer; or

(b) any benefit as consideration for a violation of a duty imposed by law on the

Director or officer.

ARTICLE VII

CONSENT OF DART Board of Directors

Section 7.01. DART Board of Directors Consent. To the extent that these Bylaws refer

to approval by DART or refer to advice and consent by DART, such approval or advice and

consent shall be evidenced by a resolution duly adopted by the DART Board of Directors.

ARTICLE VIII

DISTRIBUTION OF NET INCOME

Section 8.01. Distribution of Net Income. DART is entitled at the end of each fiscal

year to receive income earned by the Corporation that is not needed to pay the Corporation's

expenses or obligations.


EXHIBIT 2

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.01. Seal. The seal of the Corporation shall be such as from time to time may be

approved by the Board.

Section 9.02. Notice and Waiver of Notice. Whenever any notice whatever is required to

be given under the provisions of these Bylaws, such notice shall be deemed to be sufficient if

given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the

person entitled thereto at his or her post office address, as it appears on the books of the

Corporation, and such notice shall be deemed to have been given on the day of such mailing. A

waiver of notice, signed by the person or persons entitled to said notice, whether before or after

the time stated therein, shall be deemed equivalent thereto.

Section 9.03. Amendments. A proposal to alter, amend, or repeal these Bylaws shall be

made by the affirmative vote of all the Directors at any annual or regular meeting, or at any

special meeting if notice of the proposed amendment be contained in the notice of said special

meeting. However, any proposed change or amendment to the Bylaws must be approved by the

DART Board of Directors to be effective.

Section 9.04. Gender. References herein to the masculine gender shall also refer to the

feminine in all appropriate cases, and vice versa.





DATE: December 11, 2018 SUBJECT: Contract for Employee Assistance Program (EAP) Services

RECOMMENDATION

Approval of a resolution authorizing the President/Executive Director or his designee to award afive-year contract with two, one-year options for Employee Assistance Program (EAP) services toE4, LLC, for a total authorized amount not to exceed $747,975.


. The contract for EAP services is included in the Agency’s Benefits Department’s approved FY2019 operating budget.

. Sufficient funding for this contract in the amount of $747,975 is included in both the Agency’sBenefits Department’s approved FY 2019 Operating Expense budget and the Total OperatingExpense line item of the FY 2019 Twenty-Year Financial Plan.

BUSINESS PURPOSE

. DART initiated an Employee Assistance Program (EAP) in 1988.

. Providing this benefit helps achieve Board Strategic Priority 5: Pursue excellence throughemployee engagement, development and well-being.

. The EAP provides confidential assessment, counseling and outreach services. The EAP assistsemployees in resolving problems that can affect job performance including, but not limited to:substance abuse issues, emotional difficulties, financial concerns, marital and family conflicts,wellness, and relationship issues.

. All regular full-time and part-time employees are eligible to access the program. Additionally,the EAP is available on a self-referral basis to family members residing in the household ofregular full-time employees. Up to eight sessions yearly are available for each problem.

. E4, LLC has provided EAP/work-life support services for over 25 years and has provided EAPservices to DART since February 2014. Additional services have included support followingcritical incidents, monthly newsletters, webinars and on-site training. E4, LLC proposed aguaranteed per employee, per month fee of $2.11 for the first five years and $2.17 for years 6and 7. The service fee under the current contract is $1.75 per employee, per month. DART’sfinal cost will be determined by actual employee counts. E4, LLC's proposed fee includesadditional support services including monthly management development webinars and eligibility

AGENDA ITEM NO. 14

EAP Services-BD 12/7/2018 1:06:42 PM1

data feed that facilitates the delivery of extended counseling services.

. E4, LLC's services include diverse high touch counseling through calls, face-to-face counseling,text message therapy, quarterly mailings, live video counseling and management referralservices hotline.

. E4, LLC has demonstrated success in prioritizing outreach to families, proactively engaging upto 600 employees through the annual LifeReach survey, which identifies behavioral,psychosocial issues of everyday living and health issues that often act as significant barriers tohealth and wellbeing. This comprehensive approach in supporting employees and their familiesaligns with DART’s strategic objective to mitigate costs driven by absence and loss ofproductivity.

. DART has successfully integrated the EAP services with the Workers’ Compensation andShort-Term Disability claims reporting process and Wellness Program initiatives.

. Annualize utilization averages 11% - 17% quarterly. The national utilization average is 5% - 7%.

. On average, there are 85 employee and family contacts with E4, LLC per quarter requestingsupport services including legal, financial, work-life, and general counseling issues. The topcounseling areas reported in the last two years included partner relationships, depression, andwork-related issues.


. The base term of the contract is five years, with two, one-year options.

. The pricing is determined to be fair and reasonable.



. The goal for this contract was established in August 2018 at 10% M/WBE participation.

. E4, LLC, the prime contractor, has committed to meet the goal.





Attachment 1



Contract No. C-2043175-01


A. Description: Employee Assistance Program (EAP)

B. Contractor: E4, LLC


D. Contract Amount: Not to exceed $747,974.78

E. Contract Type: Indefinite Delivery/ Indefinite Quantity

F. Performance Period/Term of Contract: Five years

G. Options Available: Two, one-year options

H. Funding Source: Local



B. Number of Firms/Individuals Retrieving On-Line Solicitation: 328

C. Date and Time for Proposal Receipt: September 26, 2018 @ 2:00 P.M. Central Time

D. Proposals Received: Two

E. Discussion of Proposal Evaluation Process: This was a competitive negotiated procurement.

A Source Evaluation Committee (SEC) was appointed to conduct proposal evaluations and the

proposals were evaluated using the following criteria:

Work Plan 250 Maximum Points

Qualifications of Staff 200 Maximum Points

Qualifications of Firm 100 Maximum Points

Promotional Material 50 Maximum Points

Price 400 Maximum Points

Total 1000 Maximum Points

F. Proposal Scoring: The Source Evaluation Committee (SEC) scored acceptable proposals as

follows:


Attachment 1

Firms Five-year

Base

Period

Total

Pricing

Pricing

Score

Points

(400)

Technical

Score

Points

(600)

Total

Points

(1000)

Deer

Oaks

$398,597.76 $569,417.04 400 476 876

E4, LLC $519,161.28 $747,974.78 304 575 879

Based on the final evaluation scores, the Source Evaluation Committee recommended E4, LLC

for award of the contract.

G. Negotiation Memorandum: Available for review in the contract file.

H. Cost & Price Analysis: Prices were determined to be fair and reasonable based on full and

open competition, and a comparison to the independent cost estimate.

I. Determination of Responsibility:



Insurance Check: Yes


J. Protests Received: None

K. Determinations Required: N/A


E4, LLC, is determined to be a responsible contractor that achieved the highest ranking

considering technical and price factors. They have the capacity to perform this contract and

are recommended for award.


Attachment 2

Contract for Employee Assistance Program (EAP) Services The goal for this contract was established in August 2018 at 10% M/WBE participation. E4, LLC, the

prime contractor, has committed to meet the goal through utilization of the following certified firm:

M/WBE CONSIDERATIONS


DFW Transitions Grand Prairie, TX Black Male Therapy

Services $74,797 10.00%

TOTAL M/WBE PARTICIPATION: $74,797 10.00%__

NOTE: The goal is based on the not to exceed amount of $747,974.78. If there are any changes to this

amount, the original goal will apply.


circumstances.


E4, LLC is located in Irving, TX and employs 601 individuals. The following is an analysis of their

EEO-1 report:


AM. WHITE TOTAL Percentage

MALES 8 8 8 0 127 151 25.12%

FEMALES 8 96 27 1 318 450 74.88%

TOTAL 16 104 35 1 445 601 100%

PERCENTAGE 2.66% 17.31% 5.82% 0.17% 74.04% 100%


DRAFT

RESOLUTION

ofthe



Contract for Employee Assistance Program (EAP) Services

WHEREAS, DART offers an Employee Assistance Program (EAP) as a benefit to employees to assist in resolving problems that can affect job performance; and

WHEREAS, a competitive sealed proposal procurement for a five-year base contract, with two, one-year options was conducted in accordance with the DART Procurement Regulations; and


WHEREAS, funding for this contract is within current Budget and FY 2019 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 award a five-year contract with two, one-year options for Employee Assistance Program (EAP) services to E4, LLC, for a total authorized amount not to exceed $749,975.

EAP Services

Prepared by: ~ ~ Jo/fphG. Costello Senior Vice President, Finance

Approved as to form: __ ~ __..;....;;___~:e........::c....=..;;...~-----


Approved





Contract Award for Design-Build Services for the Cotton Belt CorridorRegional Rail Project

RECOMMENDATION

Approval of a resolution authorizing the President/Executive Director or his designee to award acontract for design-build services for the Cotton Belt Corridor Regional Rail Project to ArcherWestern Herzog 4.0, Joint Venture in an amount not to exceed $783,725,980, plus a supplementalwork contingency of $31,349,039 (4%) for unanticipated expenses, for a total authorized amount notto exceed $815,075,019, subject to closing of the Railroad Rehabilitation & Improvement Financing(RRIF) Loan and approval of a Federal Transit Administration (FTA) Letter of No Prejudice.


. This contract for the Cotton Belt Corridor Regional Rail Project design-build services isincluded in the Cotton Belt project budget of the approved FY 2019 Capital Budget.

. Sufficient funding for this contract in the amount of $815,075,019 is included in both the CottonBelt Corridor Regional Rail Project budget and the Commuter Rail and Railroad Managementline item of the FY 2019 Twenty-Year Financial Plan.

. This contract is federally funded in the approximate amount of $141,025,000 which represents17% of the not-to-exceed amount of $815,075,019. The local share of this acquisition may bepaid with local funds or financed by debt.

BUSINESS PURPOSE

. This contract will provide design-build services for design and construction of the Cotton BeltCorridor Regional Rail Project.

. Approval of this contract will help achieve the Board Strategic Priority 3: Optimize DART’sinfluence in regional transportation planning; and Priority 4: Expand DART's transportationsystem to serve cities inside and outside the current service area.

. On October 26, 2006 (Resolution No. 060177), the Board approved the 2030 Transit SystemPlan (TSP), which included the Cotton Belt Corridor as a regional passenger rail line from theRed Line to DFW Airport.

. On August 28, 2018 (Resolution No. 180085), the Board approved the Service Plan Amendmentfor the Cotton Belt Corridor Regional Rail Project alignment, grade separations, station

AGENDA ITEM NO. 15

Cotton Belt Design-Build Contract-BD 12/7/2018 9:56:42 AM1

locations, and facilities, and authorized the President/Executive Director or his designee topursue implementation of the Cotton Belt Corridor Regional Rail Project as described in theService Plan Amendment.

. Design-build services include complete design and construction of the 26-mile Cotton BeltCorridor Regional Rail program, inclusive of its stations.


. On March 29, 2017, a Request for Qualifications (RFQ) notification was made available to firmsinterested in providing Design-Build Services for the Cotton Belt Regional Rail Project.

. By the closing day of May 31, 2017, five firms submitted Statement of Qualifications inresponse to the Agency’s RFQ.

. On October 13, 2017, five firms were qualified and invited to submit a proposal in response tothe Authority’s Request for Proposal (RFP).

. By the closing date of May 18, 2018, three firms submitted proposals in response to the RFP.

. The contract is a Fixed Price with Performance Incentives Design Build Contract.

. On August 15, 2018, the Source Evaluation Committee reached consensus on the ranking ofproposals and selected Archer Western Herzog 4.0, Joint Venture as the highest technicallyqualified offeror.

. Archer Western Herzog 4.0, Joint Venture’s proposal offers the best value to the Authoritybased on the combined technical factors and price in accordance with the RFP evaluationcriteria. Archer Western Herzog 4.0, Joint Venture possesses the technical and financialcapability to perform the contract.

. The pricing submitted by Archer Western Herzog 4.0, Joint Venture is determined to be fair andreasonable, and is recommended for award.



. The goals for this contract were established in March 2017 at 7% DBE and 38% M/WBEparticipation.

. The prime contractor, Archer Western Herzog 4.0, a Joint Venture, has committed to exceed thegoals.

. The D/M/WBE analysis and Equal Employment Opportunity (EEO-1) information are includedin Attachment 2. The prime contractor's actual EEO-1 report is available upon request.




Attachment 1




RFP NO. P-2032270


A. Description: Design-Build Services for the Cotton Belt Corridor Regional Rail Project

B. Contractor: Archer Western Herzog 4.0, Joint Venture


D. Contract Amount: $783,725,980

E. Contract Type: Design-Build Contract: Fixed Price with Performance Incentives

F. Performance Period/Term of Contract: From contract award through final acceptance;

but no later than December 28, 2022


H. Bond Requirement: Yes, payment and performance bonds for construction value only.

I. Liquidated Damages: Yes

J. Funding Source: Federal/Local


Phase I – Request for Qualifications (RFQ)

A. Issue Date: March 29, 2017

B. Number of Notifications Sent: 12

C. Date and Time for Proposal Receipt: May 31, 2017, at 2:00 PM CST

D. Proposals Received:

Proposer No.1- Five Star Rail Constructors, Joint Venture

The Lane Construction Corporation

Salini Impregilo, S.p.A.

Proposer No.2 -Cotton Belt Rail Partners, Joint Venture

Granite Construction Company

Stacy and Witbeck, Inc.

Modern Railway Systems


Attachment 1

Proposer No.3- Archer Western Herzog 4.0, Joint Venture

Archer Western Construction, LLC

Herzog Contracting Corporation

Proposer No.4- North Texas Transit Constructors. Joint Venture

Kiewit Infrastructure South Co.

Austin Bridge & Road, LP

Parsons Transportation Group, Inc.

Proposer No. 5 China Railway First Survey and Design Institute Group Limited (FDSI)

E. Discussion of Proposal Evaluation Process: The RFQ Source Evaluation Committee (SEC)

consisted of four voting members with relevant technical expertise, who individually and

independently reviewed and evaluated the five Statement of Qualifications from June 6, 2017,

through June 16, 2017. The purpose of the evaluation was to determine the qualified firms to

receive the Request for Proposals (RFP) in the second phase of this procurement process.

The Source Evaluation Committee evaluated the Statement of Qualifications (SOQ) using the

following evaluation criteria and weights:

SOQ Evaluation Criteria Points

• Design-Build Team Experience 20

• Technical Competence 20

• Capability to Perform 15

• Past Performances 15

• Disadvantaged, Minority and Women Business Enterprises 15

• Key Personnel 15

Total Points 100


G. Proposal Scoring: Out of the 100 possible points, RFQ evaluation rankings are as follows:

Proposer Technical

Evaluation

Score

Equal

Opportunity

Score

Overall

Score

Five Star Rail Constructors, JV 46 13 59

Cotton Belt Rail Partners, JV 55 14 69

Archer Western Herzog 4.0, JV 52 12 64

North Texas Transit Constructors, JV 48 13 61

China Railway First Survey and Design

Institute Group Limited (FDSI)

24 0 24

Through consensus, the Source Evaluation Committee determined all five Offerors qualified

to move forward to Phase II - Request for Proposal (RFP). Following clarification meetings

with the proposers, a RFP was issued to all five firms on October 13, 2017.

Phase II – Request for Proposal (RFP)

A. Request for Proposals Issue Date: 10/13/2017


Attachment 1

B. Number of Notifications Sent: Five

C. Date and Time for Proposal Receipt: May 18, 2018 at 2:00 PM CST

D. Proposals Received:

Proposer No.1- Five Star Rail Constructors, Joint Venture

The Lane Construction Corporation

Salini Impregilo, S.p.A.

Proposer No.3- Archer Western Herzog 4.0, Joint Venture

Archer Western Construction, LLC

Herzog Contracting Corporation

Proposer No.4- North Texas Transit Constructors. Joint Venture

Kiewit Infrastructure South Co.

Austin Bridge & Road, LP

Parsons Transportation Group, Inc.

E. Discussion of Proposal Evaluation Process: The RFP Source Evaluation Committee

(SEC) consisted of four diverse voting members with relevant technical expertise,

individually and independently reviewed and evaluated the written technical proposals from

May 30, 2018, through August 1, 2018. The technical proposals were evaluated to determine

technical acceptability based on compliance with the technical specifications and

requirements set forth in the solicitation. All three of the proposals were determined to be

technically acceptable.

A four-member Cost and Pricing Analysis team evaluated price considerations, generated

cost clarifications, reviewed estimates and held open book meetings with the proposers from

May 18, 2018, through July 23, 2018.

The maximum score for the technical proposal was 650 points, and the maximum price for

the cost proposal was 350 points, for a total maximum score of 1000 points.

The Source Evaluation Committee evaluated the technical proposals using the following

evaluation criteria and weights:

Technical Evaluation Criteria

Technical Evaluation Criteria Points Percentage

Project Approach 100 10%

Ability to Meet Schedule 150 15%

Quality 50 5%

Safety 50 5%

Disadvantaged, Minority and Women Business Enterprises 100 10%

Anticipated Problems and Proposed Solutions 100 10%

Conceptual Engineering Design 100 10%

Total 650 65%


Attachment 1

Price Evaluation Criteria and Weights:

The Cost and Pricing Analysis Team evaluated the price proposals using the following

evaluation criteria. The lowest price proposal was awarded 350 price points. Other proposals

were awarded points per the following formula:

(Lowest Price Proposal divided by Proposal under evaluation) x 350 points


G. Proposal Scoring: Out of the 1,000 possible points, final evaluation rankings are as

follows:

Proposer Technical

Evaluation

Score

Equal

Opportunity

Score

Price

Evaluation

Score

Overall

Score

Five Star Rail Constructors, JV 292 87 241 620

Archer Western Herzog 4.0, JV 379 80 350 809

North Texas Transit

Constructors, JV

325 83 343 751


I. Cost & Price Analysis: The price is determined to be fair and reasonable based on full and

open competition; comparison to the independent cost estimate (ICE), contractor source

information gathered in fact-finding sessions, and historical costs. Costs were negotiated to

reach a fair and reasonable contract price.

J. Determination of Responsibility: Archer Western Herzog 4.0, Joint Venture is determined

to be a responsible proposer.

Bond Check: Payment and Performance Bonds will be verified before issuance of the

Notice to Proceed. Surety provided certification that Archer Western Herzog 4.0, Joint

Venture can obtain all necessary bonding required under the contract.



Insurance Check: Will be verified after award. Based on an initial analysis, Joint Venture

can provide required insurance.


Arithmetic Check: Verified


Buy America Certification and/or Audit, if applicable: Yes

Debarred/Suspended list: Not on the debarred /suspended list


L. Determinations Required: Use of Competitive Sealed Proposal Method of Procurement


Attachment 1


Archer Western Herzog 4.0, Joint Venture is the highest ranked responsible proposer, has the

capacity to perform this contract, and is recommended for award.


Attachment 2

Contract Award for Design-Build Services for the Cotton Belt Corridor Regional Rail Project

D/M/WBE Considerations

DESIGN SERVICES

The goals for this contract were established in March 2017 at 7% DBE and 38% M/WBE

participation. The prime contractor, Archer Western Herzog 4.0, a Joint Venture, has committed to

exceed the DBE and M/WBE goals through utilization of the following identified certified firms:

DBE PARTICIPATION


Multatech

Engineering,

Inc.

Dallas, TX Hispanic Male

Track

Engineering

Support

$1,204,462 1.88%

Solaray

Engineering Dallas, TX Hispanic Male

Utility

Coordinator 3,363,629 5.25%

TOTAL DBE PARTICIPATION: $4,568,091 7.13%**

M/WBE FIRMS IDENTIFIED TO DATE:*


APM &

Associates Dallas, TX Black Male

Civil &

Structural

Services

$1,649,272 2.57%

Caye Cook &

Associates Dallas, TX White Female

Landscape

Architecture $1,194,300 1.87%

D&S

Engineering

Labs, LLC

Denton, TX White Female Geotechnical

Services $1,763,015 2.75%

HVJ North

Texas Dallas, TX

Asian Indian

Male

Geotechnical

Services $883,258 1.38%

IEA, Inc. Dallas, TX Asian Indian

Male

Civil &

Structural

Engineering

$2,321,710 3.63%

Lina T. Ramey

& Associates

Farmers

Branch, TX

Asian Indian

Female

Engineering

Services $4,435,973 6.93%

McAfee3

Architects, Inc. Dallas, TX Black Female

Architectural

Design

Support

$3,014,187 4.71%

Simon

Engineering &

Consulting

Dallas, TX Black Female

Civil

Engineering

Support

$1,137,429 1.78%

*TOTAL IDENTIFIED M/WBE PARTICIPATION TO DATE: $16,399,144 25.62%**


Attachment 2

The contractor has committed to meet the M/WBE goal. However, during negotiations, two major

subcontractors left the Archer Western Herzog 4.0, Joint Venture team. The contractor has

committed to seek out additional M/WBE firms to replace the scope of services. These efforts are

already underway. Once the additional subcontracting commitments are finalized, the Board will

be provided a listing of the additional subcontractors and commitments to each.

TBD TBD TBD Engineering

Services $8,416,975 13.14%

TOTAL UNIDENTIFIED M/WBE PARTICIPATION: $8,416,975 13.14%**

Total Identified and Unidentified M/WBE Participation: $24,816,119 38.76%**

TOTAL DBE & M/WBE PARTICIPATION: $29,384,210 45.89%**

NOTE: The goals are based on the design cost of $64,029,342. If there are any changes to this

amount, the original goals will apply.

**The percentages and dollar amounts may remain level, increase or decrease depending on the

circumstances.

CONSTRUCTION SERVICES

The goals for this contract were established in March 2017 at 7% DBE and 38% M/WBE

participation. The prime contractor, Archer Western Herzog 4.0, a Joint Venture, has committed to

meet the DBE and M/WBE goals for the construction services portion of this project. Due to the

design-build nature of this project, Archer Western Herzog 4.0, a Joint Venture, has not identified

its complete scope of construction services or final identification of all D/M/WBE firms that will be

utilized since design is presently 10% complete.

As design progresses, Archer Western Herzog 4.0, Joint Venture, will engage D/M/WBE firms to

complete its subcontracting team and goals. Below is a list of D/M/WBE firms identified to date for

construction services:

VENDOR LOCATION ETHNICITY SERVICE

CARCON Industries Dallas, TX Hispanic

Female

Construction

Management

The Davis Advocates Dallas, TX White Female Community Affairs

DGR Consultants,

LLC Dallas, TX White Female Quality Assurance

Lamb-Star

Engineering, LP Plano, TX

Native

American Male

Construction Quality

Control

QN Management Dallas, TX Asian Pacific

Male Scheduling Services


Attachment 2

Solaray Engineering Dallas, TX Hispanic Male Utilities

STL Engineers Dallas, TX Hispanic

Female

Quality Control &

Inspections

VRX, Inc. Plano, TX White Female Environmental

Compliance


Archer Western Construction, LLC, is located in Irving, TX and employs 2,001 individuals. The

following is an analysis of their EEO-1 report:

Herzog Contracting Corporation is located in Joseph, MO and employs 458 individuals. The

following is an analysis of their EEO-1 report:


NATIVE


MALES 13 220 747 18 814 1,812 90.55%

FEMALES 3 22 62 1 101 189 9.45%

TOTAL 16 242 809 19 915 2,001 100%

PERCENTAGE 0.80% 12.09% 40.43% 0.95% 45.73% 100%


NATIVE


MALES 9 16 116 7 239 387 84.50%

FEMALES 1 1 11 3 55 71 15.50%

TOTAL 10 17 127 10 294 458 100%

PERCENTAGE 2.18% 3.72% 27.73% 2.18% 64.19% 100%


DRAFT

RESOLUTION

of the




WHEREAS, on October 26, 2006 (Resolution No. 060177), the Board approved the 2030 TransitSystem Plan (TSP), which included the Cotton Belt Corridor as a regional passenger rail line fromthe Red Line to DFW Airport; and

WHEREAS, on August 28, 2018 (Resolution No. 180085), the Board approved the Service PlanAmendment for the Cotton Belt Corridor Regional Rail Project alignment, grade separations,station locations, and facilities, and authorized the President/Executive Director or his designee topursue implementation of the Cotton Belt Corridor Regional Rail Project as described in theService Plan Amendment; and

WHEREAS, this contract will provide design-build services for design and construction of theCotton Belt Corridor Regional Rail Project; and

WHEREAS, a competitive sealed proposal procurement was conducted in accordance with theDART Procurement Regulations; and


WHEREAS, this contract is federally funded in the approximate amount of $141,025,000 whichrepresents 17% of the not-to-exceed amount of $815,0750,019, and the local share of thisacquisition may be paid with local funds or financed by debt; and


NOW, THEREFORE, BE IT RESOLVED by the Dallas Area Rapid Transit Board of Directorsthat the President/Executive Director or his designee is authorized to award a contract fordesign-build services for the Cotton Belt Corridor Regional Rail Project to Archer Western Herzog4.0, Joint Venture in an amount not to exceed $783,725,980, plus a supplemental work contingencyof $31,349,039 (4%) for unanticipated expenses, for a total authorized amount not to exceed$815,075,019, subject to closing of the Railroad Rehabilitation & Improvement Financing (RRIF)Loan and approval of a Federal Transit Administration (FTA) Letter of No Prejudice.

Cotton Belt Design-Build Contract-BD 1


Cotton Belt Design-Build Contract

Prepared by: ~ ---. J~ MRhone {rice President Capital Design & Constructio

Approved as to form: ~ A, """6 '


2





Contract Award for Program Manager/Owner’s Representative (PMOR) forthe Cotton Belt Corridor Regional Rail Project

RECOMMENDATION

Approval of a resolution authorizing the President/Executive Director or his designee to award acontract for the Program Manager/Owner’s Representative (PMOR) for the Cotton Belt CorridorRegional Rail Project to WSP/AZ&B Joint Venture in an amount not to exceed $47,800,848, plus asupplemental work contingency of $1,434,025 (3%) for unanticipated expenses, for a total authorizedamount not to exceed $49,234,873, subject to closing of the Railroad Rehabilitation & ImprovementFinancing (RRIF) Loan and approval of a Federal Transit Administration (FTA) Letter of NoPrejudice.


. This contract for the Cotton Belt Corridor Regional Rail Project PMOR is included in the CottonBelt project budget of the approved FY 2019 Capital Budget.

. Sufficient funding for this contract in the amount of $49,234,873 is included in both the CottonBelt Corridor Regional Rail Project budget and the Commuter Rail and Railroad Managementline item of the FY 2019 Twenty-Year Financial Plan.

BUSINESS PURPOSE

. This contract will provide a Program Manager/Owner’s Representative for design review andconstruction management of the Cotton Belt Corridor Regional Rail Project.

. Approval of this contract will help achieve the Board Strategic Priority 3: Optimize DART’sinfluence in regional transportation planning; and Priority 4: Expand DART's transportationsystem to serve cities inside and outside the current service area.

. On October 26, 2006 (Resolution No. 060177), the Board approved the 2030 Transit SystemPlan (TSP), which included the Cotton Belt Corridor as a regional passenger rail line from theRed Line to DFW Airport.

. On August 28, 2018 (Resolution No. 180085), the Board approved the Service Plan Amendmentfor the Cotton Belt Corridor Regional Rail Project alignment, grade separations, stationlocations, and facilities, and authorized the President/Executive Director or his designee topursue implementation of the Cotton Belt Corridor Regional Rail Project as described in the

AGENDA ITEM NO. 16

Cotton Belt PMOR Contract-BD 12/7/2018 10:28:59 AM1

Service Plan Amendment.

. The PMOR will provide all professional, technical, managerial, administrative, and otherservices as required on the Cotton Belt Corridor Regional Rail Project, the EquipmentMaintenance Facility in support of the Cotton Belt project, as well as miscellaneous TREprojects. Services will include overall design reviews, internal and external coordination,construction management and construction management oversight of Design-Build contractors,cost control, quality control, and schedule control of the assigned projects.


. On September 29, 2017, a Request for Proposal (RFP) notification was sent to 1,681 firms forProgram Manager/Owner’s Representative (PMOR) services for the Cotton Belt Regional RailProgram.

. This will be a fixed price with prospective redetermination type contract for a term of six yearswith one, one-year option.

. By the closing date of November 9, 2017, seven proposals were received.

. WSP / AZ&B, Joint Venture was determined to be the highest technically qualified firm amongthe offerors and was requested to submit a price proposal. They possess the technical andfinancial capability to perform the contract.

. The pricing is fair and reasonable, and this firm is recommended for award.



. The goals for this contract were established in November 2017 at 40% DBE and 5% SBEparticipation (pursuant to the small business element of the DBE Program).

. The prime contractor, WSP/AZB Joint Venture, has committed to exceed the DBE goal andmeet the SBE goal.

. The DBE/SBE analysis and Equal Employment Opportunity (EEO-1) information are includedin Attachment 2. The prime contractors' actual EEO-1 reports are available upon request




Attachment 1




RFP NO. P-2034482


A. Description: Program Manager/Owner’s Representative (PMOR) for Cotton Belt Program

B. Contractor: WSP / AZ&B Joint Venture


D. Contract Amount: Not to exceed $ 49,234,873

Contract Not-to-Exceed Amount is $47,800,848

Contingency at 3% is $1,434,025

E. Contract Type: Fixed-Price Contract with Prospective Price Re-Determination

F. Performance Period/Term of Contract: Six years from the date of the Notice-to-Proceed

G. Options Available: One, one-year option

H. Bond Requirement: No

I. Liquidated Damages: Yes

J. Funding Source: Federal


A. Issue Date: 09/29/17

B. Notifications Sent to Registered Vendors: Yes

C. Date and Time for Proposal Receipt: 11/09/17 at 2:00 p.m.

D. Proposals Received: Seven

E. Discussion of Proposal Evaluation Process:

Proposals were evaluated in accordance with the criteria specified in the RFP by a Source

Evaluation Committee (SEC) appointed by the Contracting Officer. A summary of the

evaluation criteria is provided below:

Criteria Description Maximum Points

Program Understanding 250

Program Personnel Qualifications 250

Firm Capabilities 200

Firm Composition/Subcontracting Equity Opportunities 150

Oral Presentation 150

TOTAL POINTS AVAILABLE 1,000


Attachment 1



Table 1: Initial Proposal Scoring

Firm Name

SEC Average

Technical

Score

Equal

Opportunity

Score

Total

Initial

Score

Connexus Mobility Partners 379 130 509

HNTB & CMTS 373 136 509

Atkins – IBARRA JV 303 139 442

WSP / AZ&B, JV 445 132 577

AECOM Technical Services, Inc 403 120 523

5 Star Rail Partners 397 138 535

Freese & Nichols 335 120 455

Table 2: Post-Oral Presentation Results

Firm Name

SEC Initial

Technical

Score

Oral

Presentation

Score

Total

Overall

Score

WSP / AZ&B, JV 577 68 645

AECOM Technical Services, Inc 523 76 599

5 Star Rail Partners 535 74 609


I. Cost and Price Analysis: An analysis of the elements of cost contained in the proposal

submitted by the WSP / AZ&B, JV, was conducted. Offeror’s overhead rates were reviewed

by DART’s Cost/Price Analyst and the recommended rates were mutually agreed upon and

incorporated into the final negotiated price. Additionally, labor rates were examined and are

comparable to those historically paid for professional services tasks/contracts. Other direct

costs were reviewed and will be paid on actuals with no mark ups. The fee included in the

Offeror’s proposal is reasonable given the scope and complexity of the contract. Therefore,

the final proposed price is fair and reasonable.

Consultant Proposed DART Target Negotiated Amount

$46,322,256 $72,330,546 $47,800,848

223,590 Manhours 427,988 Manhours 282,404 Manhours

J. Determination of Responsibility:

Bond Check: N/A



Insurance Check: Satisfactory







Attachment 1


L. Determinations Required: Use of Competitive Sealed Proposal Method


WSP/AZ&B Joint Venture is a responsible contractor, whose proposal is the highest technically

qualified. They have the capacity to perform this contract and are recommended for award.


Attachment 2

Contract Award for Program Manager/Owner’s Representative (PMOR) for the Cotton Belt

Corridor Regional Rail Project

DBE/SBE CONSIDERATIONS

The goals for this contract were established in November 2017 at 40% DBE and 5% SBE

participation (pursuant to the small element of the DBE Program). The prime contractor, WSP/AZB

Joint Venture, has committed to exceed the DBE goal and meet the SBE goal through utilization of

the following certified firms:

DBE PARTICIPATION


Arrendondo,

Zepeda & Brunz,

LLC Dallas, TX

Hispanic

Male PMOR Services $15,296,271 32.00%

Raul V. Bravo +

Associates, Inc. Reston, VA

Hispanic

Male

Project

Management,

Procurement

Support, QA

Inspections,

Testing &

Commissioning

$956,016 2.00%

Foster CM

Group, Inc. Dallas, TX Black Male

Project

Controls,

Quality

Assurance

$1,314,523 2.75%

VAI Architects,

Inc. Dallas, TX

Hispanic

Male Architecture $1,673,029 3.50%

McKissack &

McKissack of

Washington, Inc.

Dallas, TX Black Female

Cost

Estimating,

Program

Management

$3,107,055 6.50%

TOTAL DBE PARTICIPATION: $22,346,894 46.75%*



Iconic

Consulting

Group, Inc.

Dallas, TX Black Male

Civil Design

Engineering and

Construction

Management with

Support Services

$956,016 2.00%

Swayzer

Engineering,

Inc.

Dallas, TX Black Female QA Oversight $478,008 1.00%


Attachment 2

K Strategies

Group, LLC Dallas, TX Black Female

Community

Engagement $478,008 1.00%

Mas-Tek

Engineering &

Associates, Inc.

Dallas, TX Black Male

Construction

Material

Testing/Geo-

Technical

Engineer

$478,008 1.00%

TOTAL SBE PARTICIPATION: $2,390,040 5.00%*

TOTAL DBE/SBE PARTICIPATION: $24,736,934 51.75%*

NOTE: The goals are based on the not to exceed amount of $47,800,848. If there are any changes

to this amount, the original goals will apply.


circumstances.


WSP USA, Inc., is located in New York, NY and employs 7,587 individuals. The following is an

analysis of their EEO-1 report:

Arrendondo, Zepeda & Brunz, LLC, is headquartered in Dallas, TX and employs 61 individuals.

The following is an analysis of their EEO-1 report:


AM. WHITE

TWO

OR

MORE

RACES

TOTAL PERCENT

MALES 462 221 256 67 4,223 19 5,248 69.17%

FEMALES 200 191 197 34 1,691 26 2,339 30.83%

TOTAL 662 412 453 101 5,914 45 7,587 100%

PERCENTAGE 8.73% 5.43% 5.97% 1.33% 77.95% 0.59% 100%


NATIVE


MALES 4 5 21 0 26 56 91.80%

FEMALES 1 0 2 0 2 5 8.20%

TOTAL 5 5 23 0 28 61 100%

PERCENTAGE 8.20% 8.20% 37.70% 0.00% 45.90% 100%


DRAFT

RESOLUTION

of the



Contract Award for Program Manager/Owner’s Representative (PMOR) for the Cotton BeltCorridor Regional Rail Project

WHEREAS, on October 26, 2006 (Resolution No. 060177), the Board approved the 2030 TransitSystem Plan (TSP), which included the Cotton Belt Corridor as a regional passenger rail line fromthe Red Line to DFW Airport; and

WHEREAS, on August 28, 2018 (Resolution No. 180085), the Board approved the Service PlanAmendment for the Cotton Belt Corridor Regional Rail Project alignment, grade separations,station locations, and facilities, and authorized the President/Executive Director or his designee topursue implementation of the Cotton Belt Corridor Regional Rail Project as described in theService Plan Amendment; and

WHEREAS, this contract will provide a PMOR for design and construction of the Cotton BeltCorridor Regional Rail Project; and

WHEREAS, a competitive sealed proposal procurement was conducted in accordance with theDART Procurement Regulations; and

WHEREAS, the proposed pricing is fair and reasonable; and


NOW, THEREFORE, BE IT RESOLVED by the Dallas Area Rapid Transit Board of Directorsthat the President/Executive Director or his designee is authorized to award a contract for theProgram Manager/Owner’s Representative (PMOR) for the Cotton Belt Corridor Regional RailProject to WSP/AZ&B Joint Venture in an amount not to exceed $47,800,848, plus a supplementalwork contingency of $1,434,025 (3%) for unanticipated expenses, for a total authorized amount notto exceed $49,234,873, subject to closing of the Railroad Rehabilitation & Improvement Financing(RRIF) Loan and approval of a Federal Transit Administration (FTA) Letter of No Prejudice.

Cotton Belt PMOR Contract-BD 1

Contract Award for Program Manager/Owner's Representative (PMOR) for the Cotton Belt Corridor Regional Rail Project

Cotton Belt PMOR Contract

Prepared by:~ - ~ o

~ resident -

Capital Design & Construction

Approved by:_!.__:.7_1_~ --=-----=.te...z.._."-------'-=--,,;.'-------

Timothy Executiv Vice President Growth/Regional Development


2




Call for Public Hearing to Eliminate the Current D-Link Service and Replacewith a Mobility On-Demand Service to Include a Fare, or a Non-DARTTransportation Network Company (TNC) Subsidy Program

RECOMMENDATION

Approval of a resolution authorizing the President/Executive Director or his designee to call a publichearing to solicit public comments on a proposal to eliminate D-Link fixed route service and replaceit with a DART mobility on-demand service requiring a $1.00 fare, or a non-DART TransportationNetwork Company (TNC) subsidy program.


. Funding for D-Link service in its current form is included in the Bus Operations Department'sapproved FY 2019 Operating Budget.

. Sufficient funding for D-Link service is included in both the Bus Operations Department’s FY2019 Operating Expense budget and the Bus Operating Expense line item of the FY 2019Twenty-Year Financial Plan.

BUSINESS PURPOSE

. Approval of this request will assist DART in achieving Board Strategic Priority 1: Continuallyimprove ridership, service and safety experiences and perceptions for customers and the public.

. DART, the City of Dallas, and Downtown Dallas Inc. (DDI) have participated in the D-LinkSite-Specific Shuttle Service Funding Agreement since November 4, 2013. D-Link was designedto promote commerce and convention business by encouraging ridership by tourists,conventioneers, downtown residents, and employees who work, live and visit activity centers inthe core of Downtown Dallas.

. Ridership over the past several years has failed to meet the targets despite significant marketing.Stakeholders requested an evaluation of transitioning D-Link from a fixed bus route to a sharedride, microtransit service like the GoLink services DART operates in the Legacy area of Plano.Stakeholders anticipate that this new type of service could reduce wait times, travel duration andcost per boarding by serving more neighborhoods in the greater downtown area at the same orlower cost.

AGENDA ITEM NO. 17

Call for Public Hearing D-Link Service-BD 12/7/2018 10:15:38 AM1

. To test the assumption that the new service could operate more effectively, DART engaged aconsultant to perform a microtransit simulation for a downtown Dallas zone. The simulationprojected that no fewer than 444 passengers would use the service per day using four operatingvehicles. The average wait time was projected to be 6 minutes, average ride duration would be 5minutes, and the estimated average cost would be $6.00 per trip.

. The simulated performance exceeds the performance of the current fixed route D-Link servicewhich transports 283 passengers per average day with a trip frequency every 15 minutes andaverage ride duration exceeding 10 minutes. The cost per boarding is $11.00.

. D-Link stakeholders have requested that DART conduct a public hearing to replace the D-Linkfixed route service with a new on-demand service with a $1 fare.

. The Dallas Mobility Solutions Infrastructure and Sustainability (MSIS) Committee requestedthat city staff evaluate a TNC Subsidy program as an alternative to a DART on-demand service.

. The Federal Transit Administration (FTA) requires that a TNC service be a shared-ride serviceand offer equivalent wait time for wheelchair users and non-disabled users in order to bereported as a public transportation service.


Sec. 452.115. PUBLIC HEARING ON FARE AND SERVICE CHANGES IN CERTAINAUTHORITIES. (a) An authority consisting of one sub-region governed by a sub-regional boardcreated under Subchapter O, must hold a public hearing on:

(1) any fare change;

(2) a service change involving:

(a) 25 percent or more of the number of transit route miles of a transit route; or

(b) 25 percent or more of the number of transit revenue vehicle miles of a transit route, computeddaily, for the day of the week for which the change is made; or

(3) the establishment of a new transit route.

Call for Public Hearing D-Link Service-BD 12/7/2018 10:15:38 AM2

DRAFT

RESOLUTION

of the



Call for Public Hearing to Eliminate the Current D-Link Service and Replace with a MobilityOn-Demand Service to Include a Fare, or a Non-DART Transportation Network Company

(TNC) Subsidy Program

WHEREAS, the City of Dallas, Downtown Dallas Inc., and DART have jointly funded D-Linksince November 2013 under DART Board Policy III.16, Site Specific Shuttle Service Policy; and

WHEREAS, DART's evaluation of D-Link has documented that the fixed route service has notachieved the target ridership level defined as acceptable by the funding partners since 2016; and

WHEREAS, the stakeholders requested that DART evaluate converting D-Link fixed route serviceto an on-demand microtransit service like DART’s GoLink service; and

WHEREAS, a simulation conducted by a DART consultant estimated that the on-demand servicewould attract at least 444 passengers per weekday at a lower cost; and

WHEREAS, based upon the analysis of the on-demand service, stakeholders have recommendedthat DART conduct a public hearing proposing to eliminate the current Downtown fixed route 722known as “D-Link,” and replace it with an on-demand service requiring a $1.00 fare; and

WHEREAS, funding for D-Link service in its current form is within current Budget and FY 2019Twenty-Year Financial Plan allocations.

NOW, THEREFORE, BE IT RESOLVED by the Dallas Area Rapid Transit Board of Directorsthat the President/Executive Director or his designee is authorized to call a public hearing to solicitpublic comments on a proposal to eliminate D-Link fixed route service and replace it with a DARTmobility on-demand service requiring a $1.00 fare, or a non-DART Transportation NetworkCompany (TNC) subsidy program.

Call for Public Hearing D-Link Service-BD 1

Call for Public Hearing to Eliminate the Current D-Link Service and Replace with a Mobility On-Demand Service to Include a Fare, or a Non-DART Transportation Network Company (TNC)

Subsidy Program

Call for Public Hearing D-Link Service

Prepared by ~c/ r!h ToddPlesko Vice President Planning and Development

Approved byd~ /~ TimothyH~~ Executive efice President Growth/Regional Development

Approved as to form:~ A~ -«~ &- "-A..A__. ..... ...., ______ _ Gene Gamez~ ,. Interim General Counsel

2



Briefing on DART’s State Legislative Agenda for the 86th Session of the TexasLegislature

RECOMMENDATION

This is a briefing item. No action is required at this time.


. On November 13 2018, the Public Affairs and Communication Committee unanimously movedto forward this item to the December 11, 2018 Committee-of-the-Whole Consent Agenda.

BUSINESS PURPOSE

. The 86th Session of the Texas Legislature convenes on January 8, 2019.

. Following committee approval of a proposed State Legislative Agenda, further research intoDART’s enabling legislation has concluded that there is no need to pursue a change to DART’slegislation. The Board will be briefed on this decision.

. The discussion will help achieve Board Strategic Priority 3: Optimize DART’s influence inregional transportation planning; and Board Strategic Priority 6: Innovate to improve levels ofservice, business processes, and funding.

AGENDA ITEM NO. 18

State Legislative Agenda Briefing-COTW1 12/6/2018 2:05:26 PM1


DATE: December 11, 2018 SUBJECT: State Legislative Update

RECOMMENDATION


BUSINESS PURPOSE

. The 86th Session of the Texas Legislature convenes on January 8, 2019. The purpose of thisitem is for DART’s State consultant to brief the Board on:

. Makeup of the 86th Session of the Texas Legislature . Major issues facing the 86th Session of the Texas Legislature . Potential legislation that could impact:

. DART’s sales tax . Transit in general

. Perception of DART’s Legislative Agenda

. The discussion will help achieve Board Strategic Priority 3: Optimize DART’s influence inregional transportation planning; and Board Strategic Priority 6: Innovate to improve levels ofservice, business processes, and funding.

AGENDA ITEM NO. 19

State Relations Update-COTW1 12/4/2018 5:03:28 PM1


DATE: December 11, 2018 SUBJECT: Update on Positive Train Control (PTC)

RECOMMENDATION


BUSINESS PURPOSE

. The Committee-of-the-Whole will be updated on Positive Train Control on the TRE corridor.

. This briefing item will support the achievement of Board Strategic Priority 1: Continuallyimprove service and safety experiences and perceptions for customers and the public.

. PTC technology is to be designed to prevent train-to-train collisions, over-speed derailments,incursions into established work zone limits and the movement of a train through a switch left inthe wrong position.

. The Rail Safety Improvement Act of 2008 requires the implementation of PTC by December 31,2015. The federally mandated deadline was extended to December 31, 2018.

. Project Challenges include:

. Limited resources related to the technology and experienced personnel.

. Sole Source Equipment Vendors . Radio Spectrum – PTC 220 LLC . Radio Equipment – MeteorComm LLC . PTC Equipment – Wabtec Corporation

. Availability of Industry Experts . Convergence of PTC implementations (FRA) . Complete system integration and testing . Meeting deadlines (December 2018) . Interoperability among the commuter, freight and intercity passenger trains (focus in 2019)

. A contingency plan for service to cover TRE stations is being created in the event theAlternative Schedule is not approved by the FRA.

AGENDA ITEM NO. 20

Update on PTC-COTW1 11/1/2018 10:59:51 AM1

Agenda - dart.org · Commercial Paper Program, and Agenda Item 6, Approval of the Eighteenth...

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