Minutes th Meeting of the Board of Directors October 28, Chairman Benjamin called the meeting to order at 1:06 p.m.

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1 Minutes 1356 th Meeting of the Board of Directors October 28, 2010 Chairman Benjamin called the meeting to order at 1:06 p.m. Present were: Directors Mr. Peter Benjamin Mrs. Catherine Hudgins Mr. Neil Albert Mr. Christopher Zimmerman Mr. Jim Graham Mr. Mortimer Downey Alternate Directors Mr. Gordon Linton Mr. Jeffrey McKay Mr. Tony Giancola Mr. Marcell Solomon Mr. William Euille Mr. Michael Brown Mr. Marcel Acosta Acting Board Secretary Necola Pierce was also present. Approval of Agenda: Mrs. Hudgins moved to include an item, Dulles Extension Phase II Alignment after the conclusion of the Report by the General Manager. The agenda was approved as modified without objection. Approval of Minutes: Washington Metropolitan Area Transit Authority 600 Fifth Street, NW Washington, DC / By Metrorail: Judiciary Square---Red Line Gallery Place-Chinatown--- Red, Green and Yellow Lines By Metrobus: Routes D1, D3, D6, P6, 70, 71, 80, X2 The minutes for the September 30, 2010 Board meeting were approved without objection. Dulles Extension Phase II Alignment Mrs. Hudgins moved, seconded by Mr. Zimmerman, approval of a resolution directing the General Manager to work with the Metropolitan Washington Airports Authority Chief Executive Officer to ensure that various aspects of the proposed alternate alignment and location for the line and station at Dulles International Airport are identified and addressed, such as from a customer access and convenience standpoint, the station at Dulles International Airport should be placed as close to the terminal as possible. A District of Columbia, Maryland and Virginia Transit Partnership

2 This motion was unanimously approved. A copy of the approved Resolution ( ) has been made a part of the official file. Report by Finance and Administration Committee A. Approval of Cinder Bed Road Design Build Agreement and Financial Plan Mrs. Hudgins moved, seconded by Mr. Zimmerman, approval to amend the Master Development Agreement for the Cinder Bed Road Bus Garage Project, to extend the property sales agreement for 120 days, and approval of a resolution to add three positions for the management of the Cinder Bed Road Bus Garage Project. This motion was unanimously approved. A copy of the approved Resolution ( ) has been made a part of the official file. B. Award ofthe Orange/Blue Line Contract 1 Mrs. Hudgins moved, seconded by Mr. Zimmerman, approval to award a contract, including the exercise of all options, for a total of $272,772,000 for system infrastructure rehabilitation of the Orange/Blue Lines from Ronald Reagan Washington National Airport to Stadium Armory, and approval of a resolution authorizing ten new capital positions to support project management, inspection services and field support for the Orange/Blue Line Rehabilitation Program. This motion was unanimously approved. A copy of the approved Resolution ( ) has been made a part of the official file. C. Acceptance of the FY2010 Financial Statement Audit Deliverables accept the FY2010 External Audit Deliverables submitted by Clifton Gunderson, LLP. This motion was unanimously approved. A copy of the approved Resolution ( ) has been made a part of the official file. 2

3 D. National Explosives Detection Canine Team Program Grant ratify the Transportation Security Administration National Explosive Detection Canine Team Program grant to include $1.02 million for five TSA canine teams over the next five years, beginning October 1, 2010 through October 1, This motion was unanimously approved. A copy of the approved Resolution ( ) has been made a part of the official file. E. Approval of Budget Amendment for Bus Security Mrs. Hudgins moved, seconded by Mr. Zimmerman, approval of a resolution to approve the hiring of 17 additional Special Police Officers to increase security staffing of bus divisions. Mr. Benjamin requested the resolution be amended to indicate that this action will have no impact on the overall operating budget. The motion was amended without objection. The resolution as amended was unanimously approved. A copy of the approved Resolution ( ) has been made a part of the official file. F. Approval to Close Two Reimbursable Projects Mrs. Hudgins moved, seconded by Mr. Solomon, approval of a resolution to close two reimbursable projects, de-obligate unspent federal funds with the FTA and return or credit unspent funds to the sources, and to amend the reimbursable project budgets. This motion was unanimously approved. A copy of the approved Resolution ( ) has been made a part of the official file. G. Approval of Application of Snow Reimbursement Funds Mrs. Hudgins moved, seconded by Mr. Downey, approval of a resolution to apply funds received from FEMA to the FY2011 Capital Budget to repay preventive maintenance. The motion failed by jurisdictional veto. Ayes: Nayes: 5 - Mr. Benjamin, Mrs. Hudgins, Mr. Solomon, Mr. Zimmerman, and Mr. Downey 2 - Mr. Graham and Mr. Albert 3

4 H. Approval of Metro Capital Budget Reprogramming Policies adopt new capital budget reprogramming policies that conform to the reporting and transparency requirements in the recently adopted Capital Funding Agreement. This motion was unanimously approved. A copy of the approved Resolution ( ) has been made a part of the official file. Report by Customer Service, Operations and Safety Committee A. Transfer of Jurisdiction of Regional Paratransit Coordinating Committee Mr. Zimmerman moved, seconded by Mr. Albert, approval of a resolution to abolish the Regional Paratransit Coordinating Committee and transfer the coordination of ADA paratransit matters to the Jurisdictional Coordinating Committee. This motion was unanimously approved. A copy of the approved Resolution ( ) has been made a part of the official file. Report by Joint Development and Real Estate Committee A. Public Outreach Approach for Florida Avenue Solicitation Mr. Graham moved, seconded by Mr. Albert, approval to amend the Invitation for Bids for the sale or lease of excess Metro property at Florida Avenue, NW to require that bidders demonstrate in their bid submittal that their proposed development would conform to the Small Area Plan; and extend the bid opening date to December 3, This motion was unanimously approved. Consent Items Mr. Zimmerman moved, seconded by Mr. Graham, approval of Consent Items numbered 4-6 en bloc. This motion was unanimously approved.

5 4. Approval to Initiate and Award Contract to Configure/Customize Documentum/eRoom for the 7000 Series Railcar Program Approval to initiate and award a professional services consulting contract through GSA to configure/customize a document management system using Documentum/eRoom to serve the needs of the 7000 Series railcar program. 5. Approval to Close-out 5000 Series Railcar Procurement Contract Approval for the final close-out settlement agreement of the 5000 Series Railcar Procurement Contract in the amount of a $254,115 credit, and the utilization of these funds to purchase additional spare parts. 6. Approval of Service Change Clarification for N8 Van Ness Wesley Heights Metrobus Route Approval of a service change clarification for planned changes to the N8 Van Ness Wesley Heights Metrobus route, as described in Resolution A copy of the approved Resolution ( ) has been made a part of the official file. In response to requests from Board members, Consent Items 1-3 were then discussed and acted upon separately. 1. Approval to Initiate and Award Contract Continuing Development of Metro's Enterprise GIS Mr. Albert moved, seconded by Mrs. Hudgins, approval to 1) initiate and award competitive procurements or modify existing contracts to continue development of Metro's Enterprise Geographic Information System; 2) award a sole source contract to IBM (or an IBM-authorized reseller) for purchase of IBM Maximo Spatial software to integrate Metro's Maximo software with Metro's ESRI Geographic Information System software (IBM Maximo Spatial software is a joint IBM-ESRI product); and 3) award a sole source contract to ESRI to perform a planning, scoping, and geodatabase design study for implementing the IBM Maximo Spatial software. This motion was unanimously approved.

6 2. Approval to Initiate and Award Contract for Bus Operator Recruitment Mr. Downey moved, seconded by Mr. Zimmerman, approval to initiate and award a competitive contract for outsourcing student bus operator recruitment. The motion failed. Ayes: Nayes: 3 - Mr. Benjamin, Mrs. Hudgins, and Mr. Downey 4 - Mr. Graham, Mr. Albert, Mr. Solomon and Mr. Zimmerman 3. Approval to Initiate and Award Strategic Sourcino-Staff Augmentation Services Mr. Downey moved, seconded by Mrs. Hudgins, approval to initiate and award through GSA contractors a Strategic Sourcing-Management Staff Augmentation Services contract for a not-to-exceed amount of $500,000. This motion was approved. Ayes: 6 - Mr. Benjamin, Mrs. Hudgins, Mr. Albert, Mr. Solomon, Nayes: 1 - Mr. Zimmerman Other Actions 1. Approval to Initiate and Award Contract to Design and Build Communications for Dulles Corridor Mrs. Hudgins moved, seconded by Mr. Zimmerman, approval to initiate and award competitive procurements or modify existing contracts to extend the Metro communications network and Automatic Train Supervision (ATS) systems to the new Dulles Corridor, and to initiate and award a sole source contract to ARINC to modify Metro's existing ATS system to enable centralized control of the Dulles extension and ensure compatibility between the existing Metro system and the Dulles Corridor. This motion was unanimously approved. 2. Approval to Increase IT Basic Ordering Agreement Funding Mrs. Hudgins moved, seconded by Mr. Albert, approval to add operating budget and Dulles Corridor funding to the IT Basic Ordering Agreement program for the remaining three one-year options. This motion was unanimously approved.

7 3. Approval to Execute Commodity Swaps Mr. Albert moved, seconded by Mr. Downey, approval of a resolution to execute Master Commodity Swap Agreements for diesel fuel and electricity supply, and to provide the required indemnifications. This motion was unanimously approved. A copy of the approved Resolution ( ) has been made a part of the official file. Ayes: 6 - Mr. Benjamin, Mrs. Hudgins, Mr. Albert, Mr. Zimmerman, 4. Approval to Discontinue Use of Tokens and Paper Fare Cards on MetroAccess amend the Tariff to discontinue the acceptance of tokens and paper fare media as fare payment for MetroAccess service effective January 31, This motion was unanimously approved. A copy of the approved Resolution ( ) has been made a part of the official file. Ayes: 6 - Mr. Benjamin, Mrs. Hudgins, Mr. Albert, Mr. Zimmerman, 5. Approval to Incorporate Required Indemnification Language for Health Care Providers Mr. Graham moved, seconded by Mr. Zimmerman, approval of a resolution to incorporate the required indemnification language in the Cigna and the CareFirst Early Retiree Reinsurance Program Agreements. This motion was unanimously approved. A copy of the approved Resolution ( ) has been made a part of the official file. Ayes: 6 - Mr. Benjamin, Mrs. Hudgins, Mr. Albert, Mr. Zimmerman, Adjournment The meeting was adjourned at 3:03 p.m. Necola A. Pierce, Acting Board Secretary 7

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