Executive Session of Chapter 551 of the Texas Government Code:

~ NOTICE OF MEETING ~ CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS MEETING 2910 East Fifth Street Austin, TX 78702 ~ AGENDA ~ Executive Assistant/Board Liaison Gina Estrada 512-389-7458 Wednesday, July 25, 2012 12:00 PM Capital Metro Board Room I. Pledge of Allegiance II. III. IV. Public Comment: Advisory Committee Updates: 1. Update on the Customer Satisfaction Advisory Committee (CSAC); and 2. Update on the Access Advisory Committee (AAC). Executive Session of Chapter 551 of the Texas Government Code: Section 551.071 for legal advice- labor structure and pending litigation. V. Board Committee Updates: 1. Operations and Planning Committee; and 2. CAMPO update VI. VII. Reports: 1. Planning/Development 2. Operations 3. Finance 4. President s Report Consent Agenda 1. Approval of board minutes for June 1, 2012 board retreat and June 25, 2012 board meeting. 2. Approval of a resolution authorizing the designation of voting alternates to the Capital Area Metropolitan Planning Organization Transportation Policy Board. 3. Approval of a resolution authorizing the president/ceo, or her designee, to finalize and execute a contract modification with ACS, Inc. for the development of software to provide Transit Signal Priority (TSP), Dynamic Message Signs (DMS) for Route 2 of MetroRapid, and acceleration of the development efforts for compatibility with the LCRA Open Sky Radio System in an amount not to exceed $1,341,007. 4. Approval of a resolution authorizing the president/ceo, or her designee, to finalize and execute contracts with Catapult Systems and Dell / Microsoft to replace our current email system and office productivity software with the new Microsoft software suite including Exchange Online email System, Office 365, SharePoint and Lync in an amount not to exceed $588,755. This consists of $252,000 for configuration and implementation services with Catapult Systems, Inc., and three Board of Directors Page 1 Printed 7/19/2012

Regular Meeting Agenda July 25, 2012 years of subscription services with Dell for the Microsoft software in an amount of $336,755. 5. Approval of a resolution authorizing the president/ceo, or her designee, to finalize and execute a contract with Muniz Concrete & Contracting, Inc., for the amount of $3,358,628 to construct 40 MetroRapid bus stations and related infrastructure over a 300 calendar day period, with a 10% contingency amount of $335,863, for a total of $3,694,491. 6. Approval of a resolution authorizing the president/ceo, or her designee, to finalize and execute a contract with Rosemark Commercial Facilities Management Services for an amount not to exceed $731,204 for Building Maintenance services for the North Operations and Maintenance facility for a base period of one (1) year. 7. Approval of a resolution appointing Gerardo Castillo, Chief of Staff, as the Sponsor s appointee to the Committee for the Retirement Plan for Bargaining Unit Employees of StarTran, Inc., to replace Doug Allen. VIII. Action Items: 1. Approval of a resolution ratifying the action taken by the Committee for the Capital Metropolitan Transportation Authority Retirement Plan (Plan) for Administrative Employees amending the Plan as it relates to fully vesting employees affected by the August 18, 2012 lay off. IX. Presentations: 1. Recommended FY2013 Budget General Budget X. Items for Future Discussion: XI. Adjournment ADA Compliance Reasonable modifications and equal access to communications are provided upon request. Please call (512)389-7458 or email gina.estrada@capmetro.org if you need more information. BOARD OF DIRECTORS: Mayor Pro Tem Mike Martinez, chairperson; John Langmore, vice chair; Frank Fernandez, board secretary; Council Member Chris Riley; Mayor Justine Hlista; Beverly S. Silas; Ann M. Stafford and Norm Chafetz. Board Liaison: Gina Estrada (512)389-7458, email gina.estrada@capmetro.org if you need more information. The Board of Directors may go into closed session under the Texas Open Meetings Act. In accordance with Texas Government Code, Section 551.071, consultation with attorney for any legal issues, under Section 551.072 for real property issues; under Section 551.074 for personnel matters, or under Section 551.076, for deliberation regarding the deployment or implementation of security personnel or devices; arising regarding any item listed on this agenda. Board of Directors Page 2 Printed 7/19/2012

Capital Metropolitan Transportation Authority MEETING DATE: 07/25/2012 Board of Directors (ID # 2197) Approval of board minutes for June 1, 2012 board retreat and June 25, 2012 board meeting 7.1 SUBJECT: Approval of board minutes for June 1, 2012 board retreat and June 25, 2012 board meeting. FISCAL IMPACT: Does not apply.. STRATEGIC GOAL ALIGNMENT: STRATEGIC OBJECTIVE(S): 1. Provide a Great Customer Experience 1.1 Increase User Friendliness DBE PARTICIPATION: Does not apply. RESPONSIBLE DEPARTMENT: Board Liaison Page 1 Packet Pg. 3

7.1 STATE OF TEXAS RESOLUTION OF THE CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS COUNTY OF TRAVIS RESOLUTION (ID # 2197) Approval of board minutes for June 1, 2012 board retreat and June 25, 2012 board meeting Approval of board minutes for June 1, 2012 board retreat and June 25, 2012 board meeting. Date: July 25, 2012 Secretary of the Board Frank Fernandez Page 2 Packet Pg. 4

Capital Metropolitan Transportation Authority MEETING DATE: 07/25/2012 Board of Directors (ID # 2280) Appointment of CAMPO Voting Alternate 7.2 SUBJECT: Approval of a resolution authorizing the designation of voting alternates to the Capital Area Metropolitan Planning Organization Transportation Policy Board. FISCAL IMPACT: This item has no fiscal impact.. STRATEGIC GOAL ALIGNMENT: STRATEGIC OBJECTIVE(S): 4. Be a Regional Leader 4.1 Lead Public Transportation Planning DBE PARTICIPATION: Does not apply. RESPONSIBLE DEPARTMENT: Board of Directors Page 1 Packet Pg. 5

7.2 RESOLUTION OF THE CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS STATE OF TEXAS COUNTY OF TRAVIS RESOLUTION (ID # 2280) Appointment of CAMPO Voting Alternate WHEREAS, Capital Metro is granted representation on a number of boards of other public agencies; WHEREAS, it has been the practice of the board of directors to formally approve the appointment of any Capital Metro board member to these other external boards; and WHEREAS, the CAMPO Bylaws require the designation of a voting alternate to be authorized by the appointing body. NOW THEREFORE BE IT RESOLVED that the board of directors hereby authorizes any member of the Board of Directors to be designated as a voting alternate for Board Member Justine Blackmore-Hlista to represent Capital Metro on the Transportation Policy Board of the Capital Area Metropolitan Planning Organization. Date: July 25, 2012 Secretary of the Board Frank Fernandez Page 2 Packet Pg. 6

Capital Metropolitan Transportation Authority MEETING DATE: 07/25/2012 Board of Directors (ID # 2274) MetroRapid Systems DMS & TSP 7.3 SUBJECT: Approval of a resolution authorizing the president/ceo, or her designee, to finalize and execute a contract modification with ACS, Inc. for the development of software to provide Transit Signal Priority (TSP), Dynamic Message Signs (DMS) for Route 2 of MetroRapid, and acceleration of the development efforts for compatibility with the LCRA Open Sky Radio System in an amount not to exceed $1,341,007. FISCAL IMPACT: The funds required are budgeted within the MetroRapid Systems and ITS project budgets and are included in the Long Range Financial Plan for the payments which will occur during FY2013 and FY2014. The funding required will use the entire funds budgeted for TSP and DMS including the line item contingencies.. STRATEGIC GOAL ALIGNMENT: STRATEGIC OBJECTIVE(S): 1. Provide a Great Customer Experience 1.1 Increase User Friendliness 1.2 Make Riding Safe and Reliable and Accessible DBE PARTICIPATION: Does not apply. RESPONSIBLE DEPARTMENT: Information Technology Page 1 Packet Pg. 7

7.3 RESOLUTION OF THE CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS STATE OF TEXAS COUNTY OF TRAVIS RESOLUTION (ID # 2274) MetroRapid Systems DMS & TSP WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management endeavor to provide great customer service. NOW, THEREFORE, BE IT RESOLVED by the Capital Metropolitan Transportation Authority board of directors that the president/ceo, or her designee, is authorized to finalize and execute a contract modification with ACS Inc., for the development of software to provide Transit Signal Priority (TSP), Dynamic Message Signs (DMS) for Route 2 of MetroRapid, and acceleration of the development efforts for compatibility with the LCRA Open Sky Radio System in an amount not to exceed $1,341,007. Date: July 25, 2012 Secretary of the Board Frank Fernandez Page 2 Packet Pg. 8

Capital Metropolitan Transportation Authority MEETING DATE: 07/25/2012 Board of Directors (ID # 2285) Office Productivity Software Project 7.4 SUBJECT: Approval of a resolution authorizing the president/ceo, or her designee, to finalize and execute contracts with Catapult Systems and Dell / Microsoft to replace our current email system and office productivity software with the new Microsoft software suite including Exchange Online email System, Office 365, SharePoint and Lync in an amount not to exceed $588,755. This consists of $252,000 for configuration and implementation services with Catapult Systems, Inc., and three years of subscription services with Dell for the Microsoft software in an amount of $336,755. FISCAL IMPACT: Funding for this action is available in the FY2012 capital budget.. STRATEGIC GOAL ALIGNMENT: STRATEGIC OBJECTIVE(S): 1. Provide a Great Customer Experience 2. Improve Business Practices 1.2 Make Riding Safe and Reliable and Accessible 2.2 Increase Accountability DBE PARTICIPATION: Does not apply. RESPONSIBLE DEPARTMENT: Information Technology Page 1 Packet Pg. 9

7.4 RESOLUTION OF THE CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS STATE OF TEXAS COUNTY OF TRAVIS RESOLUTION (ID # 2285) Office Productivity Software Project WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management endeavor to maintain its communications and office productivity software in good working order to support current operations; and WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management recognize the need to provide the necessary communications and office productivity software required by new business initiatives. NOW, THEREFORE, BE IT RESOLVED by the Capital Metropolitan Transportation Authority board of directors that the President/CEO, or her designee, is authorized to finalize and execute contracts with Catapult Systems and Dell / Microsoft to replace our current email system and office productivity software with the new Microsoft software suite including Exchange Online email System, Office 365, SharePoint and Lync in an amount not to exceed $588,755. This consists of $252,000 for configuration and implementation services with Catapult Systems, Inc. and three years of subscription services with Dell for the Microsoft software in an amount of $336,755. Date: July 25, 2012 Secretary of the Board Frank Fernandez Page 2 Packet Pg. 10

Capital Metropolitan Transportation Authority MEETING DATE: 07/25/2012 Board of Directors (ID # 2273) MetroRapid Route 1 Construction Contract 7.5 SUBJECT: Approval of a resolution authorizing the president/ceo, or her designee, to finalize and execute a contract with Muniz Concrete & Contracting, Inc., for the amount of $3,358,628 to construct 40 MetroRapid bus stations and related infrastructure over a 300 calendar day period, with a 10% contingency amount of $335,863, for a total of $3,694,491. FISCAL IMPACT: Funding for this action is available in the FY2012 capital budget.. STRATEGIC GOAL ALIGNMENT: STRATEGIC OBJECTIVE(S): 1. Provide a Great Customer Experience 4. Be a Regional Leader 1.1 Increase User Friendliness 1.2 Make Riding Safe and Reliable and Accessible 4.1 Lead Public Transportation Planning 4.2 Grow the Service Area and Customer Base DBE PARTICIPATION: The contractor will exceed the goal utilizing the following DBE contractors. The goal is 12% RESPONSIBLE DEPARTMENT: Strategic Management Page 1 Packet Pg. 11

7.5 RESOLUTION OF THE CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS STATE OF TEXAS COUNTY OF TRAVIS RESOLUTION (ID # 2273) MetroRapid Route 1 Construction Contract WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management endeavor to develop the Federal Transit Administration grant funded MetroRapid Bus Rapid Transit System to better serve Central Texas residents; and WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management recognize the need to acquire general contracting services to construct 40 Route 1 MetroRapid bus stations and related infrastructure. NOW, THEREFORE, BE IT RESOLVED by the Capital Metropolitan Transportation Authority board of directors that the president/ceo, or her designee, is authorized to finalize and execute a contract with Muniz Concrete & Contracting, Inc., for the amount of $3,358,628 to construct 40 MetroRapid bus stations and related infrastructure over a 300 calendar day period, with a 10% contingency of $335,863, for a total of $3,694,491. {MotionBlockText} Date: July 25, 2012 Secretary of the Board Frank Fernandez Page 2 Packet Pg. 12

Capital Metropolitan Transportation Authority MEETING DATE: 07/25/2012 Board of Directors (ID # 2283) Building Maintenance Service for North Operations 7.6 SUBJECT: Approval of a resolution authorizing the president/ceo, or her designee, to finalize and execute a contract with Rosemark Commercial Facilities Management Services for an amount not to exceed $731,204 for Building Maintenance services for the North Operations and Maintenance facility for a base period of one (1) year. FISCAL IMPACT: Funding is available in the FY2012 Operating Budget.. STRATEGIC GOAL ALIGNMENT: STRATEGIC OBJECTIVE(S): 1. Provide a Great Customer Experience 2. Improve Business Practices 1.2 Make Riding Safe and Reliable and Accessible 2.2 Increase Accountability EXPLANATION OF STRATEGIC ALIGNMENT: Improve business practices and increase accountability by maintaining assets in a state of good repair. This procurement will ensure that all of the assets of the North Operations and Maintenance Facility are maintained to the manufacturer s standards based upon normal use and life expectancy. BUSINESS CASE: The work is necessary to maintain a state of good repair of the Capital Metro North Operations and Maintenance facility. This procurement will allow for the complete performance of a wide variety of preventive maintenance and corrective repairs to the North Operations and Maintenance Facility in conjunction with the transition to contracted services in August. COMMITTEE RECOMMENDATION: This agenda item was presented and is recommended for approval by the Operations and Planning Committee on July 9, 2012. EXECUTIVE SUMMARY: The services of an outside contractor are required to assist Capital Metro in completing preventive maintenance and corrective repairs to the North Operations facility building equipment effective with the labor transition in August. Currently, StarTran employees perform the building maintenance activities at the North Operations facility, however only until mid-august. The one year contract term allows the opportunity to evaluate whether a stand alone third party contract is the best way to provide these services. When the UT Shuttle contract is re-procured, staff will consider adding building maintenance to the scope of services, as done with the recent service contracts with McDonald and MV. DBE PARTICIPATION: Any DBE participation will be captured as race neutral. Page 1 Packet Pg. 13

7.6 PROCUREMENT: On May 16, 2012, a Request for Proposals was issued and formally advertised. By the closing date of June 29, 2012, one proposal was received from Rosemark Commercial Facilities Management Services. The evaluation team used the following factors in the evaluation of Proposals: Methodology and quality of the preventive maintenance. Understanding of the requirements in the Technical Specifications and Work Plan. Understanding of the project undertaking and the proposed plan for performance of the work. The price was determined to be fair and reasonable based on price analysis using other similar type services. The contract is a firm fixed price contract. RESPONSIBLE DEPARTMENT: Building Maintenance Page 2 Packet Pg. 14

7.6 RESOLUTION OF THE CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS STATE OF TEXAS COUNTY OF TRAVIS RESOLUTION (ID # 2283) Building Maintenance Service for North Operations WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management endeavor to maintain the appearance and condition of the Facilities in a state of good repair; and WHEREAS, the Capital Metropolitan Transportation Authority board of directors and Capital Metro management recognize the need to supplement the capacity of the current maintenance resources to facilitate the labor transition. NOW, THEREFORE, BE IT RESOLVED by the Capital Metropolitan Transportation Authority board of directors that the president/ceo, or her designee, is authorized to finalize and execute a contract with Rosemark Commercial Facilities Management Services for an amount not to exceed $731,204 for Building Maintenance services for the North Operations facility for a base period of one (1) year. Date: July 25, 2012 Secretary of the Board Frank Fernandez Page 3 Packet Pg. 15

Capital Metropolitan Transportation Authority MEETING DATE: 07/25/2012 Board of Directors (ID # 2294) Retirement Plan Committee Appointment 7.7 SUBJECT: Approval of a resolution appointing Gerardo Castillo, Chief of Staff, as the Sponsor s appointee to the Committee for the Retirement Plan for Bargaining Unit Employees of StarTran, Inc., to replace Doug Allen. FISCAL IMPACT: This item has no fiscal impact.. STRATEGIC GOAL ALIGNMENT: STRATEGIC OBJECTIVE(S): 2.1 Strengthen the Financial Health of the Agency EXPLANATION OF STRATEGIC ALIGNMENT: Capital Metro is the sponsor of the pension plan for bargaining unit employees of StarTran, Inc., and Capital Metro appointed members of the Plan committee serve as fiduciaries to the Plan. Fulfillment of the responsibility for supervision and administration of the Plan and its assets has an impact on Capital Metro s financial health. BUSINESS CASE: Immediate appointment to fill the vacancy on the Retirement Plan Committee is necessary to provide balanced representation of Capital Metro on the Committee. Gerardo Castillo has been involved in issues related to the Plan as a result of the labor structure transition and has gained significant knowledge of the provisions of the Plan. COMMITTEE RECOMMENDATION: This agenda item will be presented to the full board of directors. EXECUTIVE SUMMARY: In 2002, Capital Metro assumed sponsorship of the Retirement Plan for Bargaining Unit Employees of StarTran, Inc., ("the Plan") as a governmental plan under Section 3(32) of the Employee Retirement Income Security Act of 1974. As sponsors of this plan, three members of the committee ("the Retirement Plan Committee") that oversees the administration of the Plan are appointed by the Capital Metro Board of Directors. At this time it is necessary to replace Doug Allen with Gerardo Castillo, Chief of Staff, as a member on the committee. DBE PARTICIPATION: Does not apply. RESPONSIBLE DEPARTMENT: Board of Directors Page 1 Packet Pg. 16

7.7 RESOLUTION OF THE CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS STATE OF TEXAS COUNTY OF TRAVIS RESOLUTION (ID # 2294) Retirement Plan Committee Appointment WHEREAS, Capital Metro assumed sponsorship of the Retirement Plan for Bargaining Unit Employees of StarTran, Inc., as a governmental plan under Section 3(32) of the Employee Retirement Income Security Act of 1974, as amended; and WHEREAS, it is necessary to replace Doug Allen on the Retirement Plan Committee. NOW, THEREFORE, BE IT RESOLVED that the Capital Metropolitan Transportation Authority board of directors appoints Gerardo Castillo, Chief of Staff, as the Sponsor's appointee to the Committee for the Retirement Plan for Bargaining Unit Employees of StarTran, Inc. Date: July 25, 2012 Secretary of the Board Frank Fernandez Page 2 Packet Pg. 17

Capital Metropolitan Transportation Authority MEETING DATE: 07/25/2012 Board of Directors (ID # 2290) Ratify Administrative Pension Plan Amendment 2 8.1 SUBJECT: Approval of a resolution ratifying the action taken by the Committee for the Capital Metropolitan Transportation Authority Retirement Plan (Plan) for Administrative Employees amending the Plan as it relates to fully vesting employees affected by the August 18, 2012 lay off. FISCAL IMPACT: This amendment will have a minimal impact on the Capital MetropolitanTransportation Authority Retirement Plan (Plan) for Administrative Employees. It will result in an estimated increase in the Annual Accrued Liability of $12, 855 and an estimated increase in the Annual Required Contribution of $886.. STRATEGIC GOAL ALIGNMENT: STRATEGIC OBJECTIVE(S): 2. Improve Business Practices 2.1 Strengthen the Financial Health of the Agency EXPLANATION OF STRATEGIC ALIGNMENT: This action is related to Objective 2.1, Strengthen the Financial Health of the Agency and the task to address the labor structure. BUSINESS CASE: Capital Metro has committed to addressing the labor structure transition in a manner that is fair to existing employees whose jobs are affected. This action will allow members of the Pension Plan ("Plan") who do not yet have five years of service in the Plan to become fully vested when their employment is terminated as a result of the transition. COMMITTEE RECOMMENDATION: This agenda item will be presented to the full Board of Directors. EXECUTIVE SUMMARY: The Capital Metro Board of Directors approved the Plan in October 2004. The Plan was created in January 2005. As required by SB 650, Capital Metro will be outsourcing all bus and paratransit operations to outside contractors effective August 19, 2012. Approximately 60 administrative employees will be laid off due to this transition. There are seven (7) affected employees who are not fully vested in the Plan. Initial projections of the number of Plan participants who would be terminated indicated that at least 20 percent of the participants would no longer be eligible for the Plan, resulting in a partial plan termination under IRS guidelines. A partial termination of the Plan would result in all employees affected by the termination becoming immediately vested. Due to the transfer of several StarTran, Inc. administrative employees to Capital Metro, that Page 1 Packet Pg. 18

8.1 20 percent threshold will not be reached. Therefore, an amendment to the Plan is necessary to fully vest the seven (7) affected employees who are not fully vested. The Plan Committee has adopted the following amendment to the Plan. Accelerated Vesting for Participants Affected by 2012 Reduction in Force A Participant whose Employment Severance Date occurs on August 18, 2012 in connection with a reduction in force or is notified by the Sponsor prior to August 18, 2012 that his employment will be terminated after August 18, 2012 in connection with the same reduction in force shall be 100 percent vested in his Accrued Benefit regardless of whether he has completed the number of years of Service required under Section 7.1 for 100 percent vesting. The actuary under contract with Capital Metro for the Plan estimates that the affect of this amendment will be to increase the Annual Required Contribution (ARC) by $886 and the Actuarial Accrued Liability (AAL) by $12,855. PROCUREMENT: Does not apply. DBE PARTICIPATION: Does not apply. RESPONSIBLE DEPARTMENT: Human Resources Page 2 Packet Pg. 19

8.1 RESOLUTION OF THE CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY BOARD OF DIRECTORS STATE OF TEXAS COUNTY OF TRAVIS RESOLUTION (ID # 2290) Ratify Administrative Pension Plan Amendment 2 WHEREAS, the Capital Metropolitan Transportation Authority maintains the Capital Metropolitan Transportation Authority Retirement Plan for Administrative Employees (the Plan) for certain of its employees; and WHEREAS, it is desired to fully vest certain participants notified that their employment will end on August 18, 2012 due to outsourcing bus and paratransit operations. NOW, THEREFORE, BE IT RESOLVED that the Capital Metropolitan Transportation Authority Board of Directors ratifies the action taken by the Committee for the Capital Metropolitan Transportation Authority Retirement Plan (Plan) for Administrative Employees amending the Plan as it relates to fully vesting employees affected by the August 18, 2012 lay off. Date: July 25, 2012 Secretary of the Board Frank Fernandez Page 3 Packet Pg. 20

Capital Metropolitan Transportation Authority MEETING DATE: 07/25/2012 Board of Directors (ID # 2292) Recommended FY2013 Budget - General Overview 9.1 TITLE: Recommended FY2013 Budget General Budget Page 1 Packet Pg. 21