MINUTES DALLAS AREA RAPID TRANSIT PUBLIC AFFAll~S AND COMMUNICATION COMMITTEE MEETING November 13, 2018

Quorum = 3 AGENDA Public Affairs and Communication Committee Meeting Tuesday, December 11, 2018, 1:30 p.m. DART Conference Room C - 1st Floor 1401 Pacific Ave., Dallas, Texas 75202 1. Approval of Minutes: November 13, 2018 2. Approval of a Four-Month Site-Specific Shuttle Service Funding Agreement with the City of Dallas and Downtown Dallas, Inc. (DDI) (Mark Enoch/Tim McKay) 3. Approval of a Contract Modification for Comprehensive Payment System (CPS) Prepaid Payment Card and Retail Network Services (Mark Enoch/Gary Thomas) 4. *Briefing on GoPass Tap Card Marketing Plan (Mark Enoch/Nicole Fontayne-Bárdowell) 5. *Briefing on New Year s Eve Coors Light Free Rides Promotion (Mark Enoch/Nicole Fontayne-Bárdowell) 6. Identification of Future Agenda Items 7. Adjournment *This is a Briefing Item Only The Public Affairs and Communication Committee may go into Closed Session under the Texas Open Meetings Act, Section 551.071, Consultation with Attorney, for any legal issues 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. Chair Mark Enoch Vice Chair Jon-Bertrell Killen Members Sue S. Bauman, Lissa Smith and Rick Stopfer Staff Liaison Gary Thomas, and Nicole Fontayne-Bárdowell

AGENDA ITEM NO. 1 MINUTES DALLAS AREA RAPID TRANSIT PUBLIC AFFAll~S AND COMMUNICATION COMMITTEE MEETING November 13, 2018 The Dallas Area Rapid Transit, Public Affairs and Communication Committee meeting convened at 1 :35 p.m. on Tuesday, November 13, 20 I 8, at DART Headquarters, 1401 Pacific Avenue, Dallas, Texas, with Vice-Chair Killen presiding. The following Committee members were present: Jon-Bertrell Killen, Lissa Smith, Sue S. Bauman, and Rick Stopfer. Other Board members present: Patrick J. Kennedy. Others Present: Gary Thomas, Gene Gamez, Nevin Grinnell, Joseph Costello, Todd Plesko, Steve Salin, John Rhone, John Adler, Nancy Johnson, and Josefina Chavira. 1. 2. A pproval of Minutes: October 30, 2018 Ms. Bauman moved to approve the October 30, 2018, Public Affairs and Com munication Committee Meeting Minutes, into record, as written. Ms. Smith seconded and the Minutes were approved unanimously. Approval of DART's State Legislative Agenda for the 86 th Session of the Texas Legislature Mr. Jesse D. Oliver, Deputy Executive Director, provided a preamble of this item prior to the briefing. He then introduced Mr. Fred Pratt, State Relations Manager, who briefed the Committee (slides on file with the Office of Board Support) as follows: Key Dates - 86 111 Legislature (slide 1) DART Delegation Changes (slide 2) Mr. Kennedy entered the meeting at 1 :39 p.m. Proposed State Legislative Agenda (slid 3) Ms. Bauman questioned ifdart has copies of the cities' agendas that may impact DART. In response, Mr. Pratt referred to the following slide: Other Service Area City Legislative Agendas (slide IO) After some discussion, Ms. Bauman remarked, in regards to the proposed State Legislative Agenda, that the item seemed too broad. Mr. Pratt referred the comment to Mr. Todd Plesko, Vice President of Planning and Scheduling, who provided insight to the language that is consistent with the legislative language for the use of the general publi c transportation. Ms. Smith moved to forward this draft resolution to the Committee-Of-T he-whole agenda, with a recommendation, stating the President/Executive Director, or his 11.13.2018 PAC Minutes.doc:,; 12/4/2018; 8:00 AM

3. designee, is authorized to work during the 86th Session of the Texas Legislature to implement DART's State Legislative Agenda as shown in Exhibit 1 to this Resolution. Mr. Stopfer seconded and the item was approved unanimously. *Briefing on FY 201 8 Customer Satisfaction Survey Results Mr. Nevin Grinnell, Vice President/Chief Marketing Officer, briefed the Committee (slides on file with the Office of Board Support) as fol lows: Agenda (slide 2) Project Description (slide3j Mr. Jackson entered the meeting at 1 :54 p.m. and then stepped out. 4. Methodology (slide 4) Executive Summary <slide 5) Overall Satisfaction (slide 7) Overall Opinion of DART (slide 8) DART Experience vs. Y AG (slide 9) Net Promoter Score (NPS) (slide 10) Net Promoter Score (slide 11 ) GoPass Awareness (slide 13) FY 2019 Activity and Implementation (slides 15-18) Mr. Kennedy remarked, when DART distinguishes between dependent versus choice, dependent can come across pejorative not classes. He then suggested DART may want to consider defining transit riders as "all-purpose, "commuter", and "occasional". Ms. Bauman questioned if staff noticed any difference in the findings between the City of Dallas and the Suburban cities. Mr. Grinnell responded no, however, he can look deeper into the information to see if there are any differences on a city basis. *Briefing on Draft Master Consolidated Streetcar Interloc~,1 Agreement (ILA) between DART and the City of Dallas Mr. John Rhone, Vice President of Capital Design and Construction, briefed the Committee (slides on fi le with the Office of Board Support) as follows: Business Purpose (slide I) Mr. Kennedy stepped out of the meeting at 2:20 p.m. DART Responsibilities (slide 2) City of Dallas Responsibilities (slidc3) High I ights of the Master ILA <slide 4-71 Next Steps (slide: 8) Mr. Kennedy reentered the meeting at 2:30 p.m. Ms. Bauman commended staff on the briefing. She then asked if there was a vision on consolidating this plan with other cities. Mr. Rhone responded yes. Mr. Slagel entered the meeting at 2:33 p.m. 11. 13.20 18 PAC Minutes.docx 2 12/4/2018; 8:00 A.M

5. Identification of Future Agenda Items Future agenda items identified for this Committee were as follows: Ms. Bauman requested a briefing on the DART impact regarding the midterm elections. Mr. Gary Thomas, President/Executive Director, responded staff has scheduled conversations to begin in December. 6. Adjournment There being no further business to discuss, the meeting was adjourned at 2:35 p.m. /'"' /. c--:) Q.: ~ Josefina Chavira, CAP Board Committee Secretary /jc +Same Night Item *Briefing Item 11.13.2018 PAC Minutes.docx 3 12/4/20 18; 8:00 A.M

AGENDA ITEM NO. 2 Agenda Report Voting Requirements: Majority DATE: December 11, 2018 SUBJECT: Approval of a Four-Month Site-Specific Shuttle Service Funding Agreement with the City of Dallas and Downtown Dallas Inc. (DDI) RECOMMENDATION Approval of a resolution authorizing the President/Executive Director or his designee to execute a four-month extension of the Site-Specific Shuttle Service Funding Agreement with the City of Dallas and Downtown Dallas Inc. (DDI), for DART s operation of D-Link downtown shuttle bus service through March 24, 2019, in substantially the form shown in Exhibit 1 to the resolution. FINANCIAL CONSIDERATIONS. Funding for D-Link service is included in the Bus Operations Department s approved FY 2019 operating budget.. Sufficient funding for this service agreement in the amount of $356,577 is included in both the Bus Operations Department s FY 2019 Operating Expense budget and the Bus Expense line item of the FY 2019 Twenty-Year Financial Plan. BUSINESS PURPOSE. Approval of this resolution will assist DART in achieving Board Strategic Priority 1: Continually improve 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-Link Transit Service Funding Agreement since November 4, 2013, under DART Policy III.16 for Site-Specific Shuttles. D-Link was designed to promote commerce and convention business by encouraging ridership by tourists, conventioneers, downtown residents, and employees who work, live and visit activity centers in the core of Downtown Dallas as well as connect with DART s downtown light rail stations at Convention Center Station and Pearl/Arts District Station.. Because ridership during the past several years failed to meet the targets despite significant marketing, stakeholders requested an evaluation of transitioning D-Link from a fixed bus route to a shared ride, microtransit service like the GoLink Mobility On-Demand (MOD) services DART operates in the Legacy area of Plano. Stakeholders anticipate that this new type of service could reduce wait times, travel times and cost per boarding by serving more neighborhoods in the greater downtown area at the same or lower cost. Approval of a Four Month ILA/DLink 1 12/5/2018 1:47:06 PM

. D-Link stakeholders have also requested that fixed route D-Link service continue in operation under the terms of this agreement through March 24, 2019. The four-month extension will provide time for DART to conduct the federally required public hearing and obtain pricing for a downtown on-demand service if ultimately approved by the parties for a longer-term agreement. It will also provide time for the Board to determine if a new on-demand service should be proposed to the parties to replace the fixed route D-Link service.. The public hearing will obtain public input regarding ending the operation of D-Link as a fixed route and replacing that fixed route service with a new on-demand service, which may include a $1.00 fare.. DART proposes this four-month extension of the D-Link interlocal funding agreement beginning on November 24, 2018, and ending on March 24, 2019.. The total cost of the service over this period of time is estimated to be $356,577. The City of Dallas contribution will be $110,589; the DDI contribution will be $80,137; and the DART contribution is estimated to be $165,851. LEGAL CONSIDERATIONS Section 452.055 of the Texas Transportation Code authorizes DART to enter into contracts with any person. Section 452.056(a) of the Texas Transportation Code authorizes DART to exercise all powers necessary or useful in the construction, repair, maintenance or operation of the public transportation system. DART Board Policy III.16, Site-Specific Shuttle Service Policy, provides for Board consideration of joint-funding arrangements for privately operated transportation services. The policy allows DART to consider funding up to 50% of the service cost in circumstances where the service meets DART s service standards and where the service is an enhancement to the DART system. The Policy also provides for the operation of circulator/distributor shuttle services which connect to rail stations or transit centers where performance of the service is marginal, but where an employer or other entity agrees to subsidize the service. The Policy also requires that route performance be measured by three indicators: passengers per mile, passengers per trip and subsidy per passenger; and for quarterly evaluation of the service. Approval of a Four Month ILA/DLink 2 12/5/2018 1:47:06 PM

DRAFT RESOLUTION of the DALLAS AREA RAPID TRANSIT BOARD (Executive Committee) Approval of a Four-Month Site-Specific Shuttle Service Funding Agreement with the City of Dallas and Downtown Dallas Inc. (DDI) WHEREAS, DART, the City of Dallas, and Downtown Dallas Inc. (DDI), desire to continue funding a downtown public transit service serving various locations within the City of Dallas through March 24, 2019; and WHEREAS, DART's Site-Specific Shuttle Service Policy permits the partial funding by DART for transit services connecting to rail stations or transit centers; and WHEREAS, the City of Dallas and DDI are providing funding for part of DART s operation of the D-Link service; and WHEREAS, DART's analysis shows that higher ridership and lower subsidies could be achieved if the shuttle service is converted to an on-demand service like GoLink; and WHEREAS, changing from the fixed-route service to an on-demand service which has a paid fare will require that DART conduct a public hearing prior to making a decision to change the D-Link service; and WHEREAS, a four-month extension of the site-specific shuttle agreement through March 24, 2019, is necessary to conduct the public hearing, make a final decision on a replacement service, and allow time to negotiate with a vendor to provide the new on-demand D-Link service; and WHEREAS, funding for this agreement 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 execute a four-month extension of the Site-Specific Shuttle Service Funding Agreement with the City of Dallas and Downtown Dallas Inc. (DDI), for DART s operation of downtown D-Link shuttle bus service, in substantially the form shown in Exhibit 1 to the resolution. Approval of a Four Month ILA/DLink 1

Approval of a Four-Month Site-Specific Shuttle Service Funding Agreement with the City of Dallas and Downtown Dallas Inc. (DDI) Prepared by:~,,ji J ~ Todd Plesko Vice President Planning and Development Approved by:.l. /,LV_ ~ ~ -,d~_;z.,~;z Timothy H. McK,.E. Executive Vice resident Growth/Regional Development Approved as to form:_)\., ~ --~Yk ~ "-""-.,t1, Gene Gamez Interim General Counsel,.,~ ----- Approval of a Four Month ILA/DLink 2

Exhibit 1 SHUTTLE SERVICE FUNDING AGREEMENT between DALLAS AREA RAPID TRANSIT and CITY OF DALLAS and DOWNTOWN DALLAS, INC. This SHUTTLE SERVICE FUNDING AGREEMENT ("Agreement") is made and entered into by and between DALLAS AREA RAPID TRANSIT ("DART"), a regional transportation authority organized and existing pursuant to Chapter 452, Texas Transportation Code, the CITY OF DALLAS (the "City"), a Texas home rule municipal corporation, and DOWNTOWN DALLAS, INC. ( DDI ), a Texas nonprofit corporation (each of which being referred to as a "Party" and collectively referred to as the "Parties"). Recitals: WHEREAS DART, as a part of its regional transportation system, desires to improve its transit system within its service area and within the City; and WHEREAS, City and DDI have expressed an interest and desire to provide funding for shuttle service on DART D-Link Route 722. NOW, THEREFORE, in consideration of the premises and mutual promises and covenants contained herein to be performed by the Parties, DART and the City and DDI agree as follows: 1. Shuttle Service. DART shall operate D-Link Route 722 ( the Service ) on the alignment as set forth in Exhibit 1 hereto. A sample schedule is also set forth in Exhibit 1. The schedule and route can be altered by DART, at DART S discretion, as required to meet the needs of passengers and without the need to amend this Agreement.. 2. Marketing Assistance. DART will continue to market and promote the Service. 3. Communication and Coordination. Each Party shall identify a Project Representative to coordinate all communication with the other Parties regarding this Agreement. DART shall provide City and DDI with information about any changes in DART's rail or bus schedules that would affect the Service. City or DDI may request changes to the schedule or route which DART may in its sole discretion implement. Should DART desire to implement changes to the Service, DART shall notify DDI and City of any changes to Route 722 (other than as set forth herein) no later than date of any required public hearings. If no public hearings are required, DART shall provide DDI and City with reasonable notice. 4. Open to the Public. The Service shall be available to any passenger, free from fares, subject to payment from DDI and City in accordance with the terms of this Agreement. Approval of a Four Month ILA/DLink 1 12/5/2018 1:47:06 PM

Exhibit 1 5. Compliance with Regulations. During the performance of this Agreement, each Party, for itself, its assignees, and successors agrees to comply with all applicable local, state, and federal laws, ordinances and regulations. 6. Payment for the Service. 6.01 Total Shuttle Cost. Total estimated shuttle cost for the four month extension of Service under this Agreement is determined to be $356,577. City shall pay $110,589 of the cost; DDI shall pay 80,137; and DART shall pay the remainder $165,851. 6.02 City Payments. City shall make three equal monthly payments to DART for the Service. City shall make a payment to DART on the tenth day of each month, commencing January 10, 2018, in the amount of THIRTY-SIX THOUSAND, EIGHT HUNDRED SIXTY THREE DOLLARS (36,863) and the subsequent two months thereafter for the duration of the four month agreement. City shall send payments to DART electronically to an account designated by DART or by mail to the following address: Dallas Area Rapid Transit Accounts Receivable P.O. Box 840009 Dallas, TX 75284-0009 6.03 DDI Payment. DDI shall make a single lump sum payment to DART, in the amount of $80,137 on or before, January 31, 2019 for the first year of Service. DDI shall send payment to DART electronically to an account designated by DART or by mail to the following address: Dallas Area Rapid Transit Accounts Receivable P.O. Box 840009 Dallas, TX 75284-0009 6.04 Future Payments. There are no payments other than those referenced in Section 6.01, 6.02 and 6.03 in this agreement. 6.05 Failure to Make Payments. If either the City or DDI fails to make any payment required by this Agreement, DART shall have the right, at its sole option and discretion, to immediately (or after compliance with public hearing requirements, if any) modify the Service to a level that may be supported by the funding being provided or to terminate the Service. This provision, where applicable, supercedes paragraph 8.02. 7. Term. This Agreement shall begin on the 24 th of day November 2018 and terminate at midnight on the 24 rd day of March 2019, unless terminated earlier in accordance herewith. 8. Termination. 8.01 In addition to other termination provisions in this Agreement, the Parties may terminate this Agreement at any time by mutual consent. Approval of a Four Month ILA/DLink 2 12/5/2018 1:47:06 PM

Exhibit 1 8.02 Any Party may unilaterally terminate their participation in this Agreement by giving written notice of its intent to terminate to the other Parties no less than 180 days in advance of any previously scheduled DART service change. Upon receipt of written notice of an intent to terminate, DART shall confirm in writing to the other Parties the date that the termination shall be effective. Each Party shall remain responsible for its proportional cost of the service through the date of termination pro-rated based on its payment obligations under this Agreement. Subsequent to the date of termination, the provisions of paragraph 6.04 shall apply. 9. Audit; Retention of Records. City and DDI shall each have the right to request an audit of DART's records related to the operation of the shuttle service. DART shall retain adequate records for auditing purposes for a period consistent with DART s approved Records Retention Policy and related retention schedules. 10. Indemnification. To the extent permitted by law, DART, the City and DDI agree that each Party is responsible for its individual negligent acts and deeds as well as the negligent acts and deeds of their respective contractors, employees, representatives and agents expenses directly arising out of or as a direct result of any of such negligent deeds or acts; provided, however, that nothing in this Agreement shall be interpreted as a waiver of governmental immunity on behalf of any Party. The provisions of this paragraph are solely for the benefit of the Parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. The provisions of this paragraph shall survive termination of this Agreement. 11. Notices. Any notice required or permitted to be given by any Party to another shall be in writing and shall be deemed to have been duly given when sent by certified mail, return receipt requested, in a postage paid envelope addressed to the Party at the Party s address as set out below: DART City DDI Dallas Area Rapid Transit 1401 Pacific Avenue Dallas, Texas 75202 Attention: AVP, Service Planning & Scheduling City of Dallas Attention: T.C. Broadnax, City Manager 1500 Marilla Street Dallas, Texas 75201 Downtown Dallas, Inc. Kourtny Garrett, President & CEO Bank of America Plaza 901 Main Street, Suite 7100 Dallas, Texas 75202 The above contact information may be modified without requiring an amendment to this Agreement, by giving written notice thereof to the other Parties. Approval of a Four Month ILA/DLink 3 12/5/2018 1:47:06 PM

Exhibit 1 12. Agreement. This Agreement embodies all of the agreements of the Parties relating to its specific subject matter and supersedes all prior understandings and agreements regarding such subject matter. Other than specifically set forth herein, this Agreement may be modified or amended only in writing, signed by all the Parties. Because of the unique nature of the Service and the unique relationship required of the Parties, by the Service, neither the terms and conditions of the Master Interlocal Agreement, dated February 28, 1990, between the City and DART(including any supplemental agreements) nor any other previously executed agreements are applicable to the subject matter of this Agreement. 13. Force Majeure. DART will at all times use reasonable commercial efforts to provide or cause to be provided the Service set forth herein to the extent required by this Agreement, but DART does not warrant or guarantee uninterrupted Service and shall not be liable for any special, direct or consequential damages relating to or arising from an interruption in Service. The obligations of DART to perform under this Agreement shall be suspended to the extent that it is unable to perform as a result of causes beyond DART s reasonable control and without fault or negligence of DART, its employees, agents or contractors, including, but not limited to, equipment breakdown, accidents, acts of nature and governmental action. In such event, DART shall use reasonable efforts, in its discretion, to eliminate the cause as quickly as possible. 14. Subcontracting. Nothing in this Agreement shall prevent DART from using a contractor or agent to perform the duties and responsibilities contemplated by this Agreement. 15. Contractual Relationship. It is understood and agreed that the relationship described in this Agreement between the Parties is contractual in nature between independent Parties and is not to be construed to create a partnership, joint venture, joint enterprise or agency relationship between the Parties. Nor shall either Party be liable for any debts incurred by the other Party in the conduct of such other Party's business or functions. Additionally, there shall be no third party beneficiaries of this Agreement. 16. Assignment. No Party may assign this Agreement in whole or in part, without first obtaining the written consent of the other Parties, which may be withheld for any reason. 17. No Waiver. No Party shall be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving Party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. 18. Captions. The captions, headings, and arrangements used in this Agreement are for convenience only and shall not in any way affect, limit, amplify, or modify its terms and provisions. 19. Number and Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender; and words in the singular shall include the plural and vice versa, unless the text clearly requires otherwise. Approval of a Four Month ILA/DLink 4 12/5/2018 1:47:06 PM

Exhibit 1 20. Disputes. The Parties shall negotiate toward resolving any disputes that arise under this Agreement. Each Party agrees to cooperatively participate in non-binding mediation prior to initiating litigation against any other Party over any dispute that arises under this Agreement. 21. Governing Law. This Agreement shall be construed and enforced in accordance with the laws and court decisions of the State of Texas and venue shall be in Dallas County. 22. Venue. The Parties agree that this Agreement shall be enforceable in Dallas County, Texas, and if legal action is necessary to enforce it, exclusive venue shall lie in Dallas County, Texas. 23. Severability and Legal Construction. In the event any one or more of the provisions contained in this Agreement shall be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision(s) hereof, and this Agreement shall be revised so as to cure such invalid, illegal, or unenforceable provision(s) to carry out as nearly as possible the original intent of the Parties. 24. Nondiscrimination. In its performance of this Agreement, each Party warrants that it shall not discriminate against any person on account of race, color, sex, religious creed, age, disability, ethnic or national origin, or veteran status. 25. No Kickbacks. City and DDI each warrant that, to the best of that Party s knowledge, no trustee, officer, employee, or agent of DART has been or will be employed, retained or paid a fee, or otherwise has received any personal compensation or consideration by or from City of Dallas or DDI or any other entity or party providing specific funding for the Service, or any of City of Dallas or DDI or such funding entity s directors, officers, employees or agents in connection with the obtaining, arranging, negotiation or performance of this Agreement. (SIGNATURES ON THE FOLLOWING PAGE) Approval of a Four Month ILA/DLink 5 12/5/2018 1:47:06 PM

Exhibit 1 IN WITNESS WHEREOF, the parties have executed this Agreement in multiple originals as of the day of, 2018. EXECUTED pursuant to: DART Board Resolution No., approved on ; and Dallas City Council Resolution No., approved on. APPROVED AS TO FORM: City Attorney CITY OF DALLAS T.C. Broadnax City Manager BY Assistant City Attorney BY Assistant City Manager DOWNTOWN DALLAS, INC. BY Kourtny Garrett President & CEO DALLAS AREA RAPID TRANSIT BY Gary C. Thomas President/Executive Director Approval of a Four Month ILA/DLink 6 12/5/2018 1:47:06 PM

Exhibit 1 LIST OF ATTACHMENTS ATTACHMENT 1 Shuttle Service Operations Plan, including route map and sample schedule. Approval of a Four Month ILA/DLink 7 12/5/2018 1:47:06 PM

Attachment 1 MAP 1-722 SHUTTLE SERVICE (Effective January 29, 2018) Approval of a Four Month ILA/DLink 8 12/5/2018 1:47:06 PM

Attachment 1 Route 722 Service Schedule (Effective as of January 29, 2018) Route 722 will operate every 15-minutes from 10:30AM until 9:30PM Monday thru Sunday. Approval of a Four Month ILA/DLink 9 12/5/2018 1:47:06 PM

AGENDA ITEM NO. 3 Agenda Report Attachments: 1. Increase Funding Analysis 2. M/WBE Details Voting Requirements: Majority DATE: December 11, 2018 SUBJECT: Approval of a Contract Modification for Comprehensive Payment System (CPS) Prepaid Payment Card and Retail Network Services RECOMMENDATION Approval of a resolution authorizing the President/Executive Director or his designee to: 1) execute a contract modification to increase funding for Comprehensive Payment System (CPS) Prepaid Payment Card and Retail Network Services with PayNearMe MT, Inc. [Contract No. C2022104-01], and; 2) increase the not-to-exceed amount by $60,446 for a new total authorized amount not to exceed $4,172,446. FINANCIAL CONSIDERATIONS. This contract modification to increase funding for prepaid payment card and retail network services for DART's Comprehensive Payment System (CPS) is included in the CPS Capital Project of the FY 2019 Capital Budget.. Sufficient funding for this contract funding increase in the amount of $60,446 is included in both the FY 2019 capital budget and the Agency-wide Capital line item of the FY 2019 Twenty-Year Financial Plan. BUSINESS PURPOSE. As part of the overall ridership initiative, DART continues to expand the choices available to the rider in terms of methods of payment and the manner in which payment transactions can occur. In September 2013, riders were provided the opportunity to purchase tickets using a smartphone through DART's GoPass mobile app.. On August 25, 2015 (Resolution No. 150077), the Board approved a resolution authorizing the President/Executive Director or his designee to award a contract to Vix Technology, Inc., (Vix) to install an electronic payment system that would also accommodate contactless smartcards to be presented at validators installed on buses and at all rail stations. DART customers will be able to load value onto the card obtained at a retail merchant location or a DART-owned facility and then present the card at validators as they travel throughout the DART system.. PayNearMe MT, Inc. (PNM) is contracted to deploy cards and allow reload acceptance at over 900 retail outlets. PNM can expand that number by an additional 400-500 if Trinity Metro and the Denton County Transportation Authority elect to introduce the contactless card product. Contract Mod - PNM 1 12/4/2018 3:32:19 PM

. PNM provides bill paying services for utility bills and rent payments for cash customers in all 7-Eleven stores in the United States and has partnered with 7-Eleven and Greyhound to provide payment and bus ticketing services available at the locations. PNM includes among its team Blackhawk Network, the largest provider of gift card distribution services to grocery stores in the United States, and Fidelity Express, the fifth largest supplier of products to convenience stores in the United States. Fidelity Express also supports many smaller retail merchants in our marketplace.. The PNM team is responsible for the production, inventorying, distribution, and restocking of contactless cards. The cards are priced at the cost of a day pass but will include the value of a day pass so that the customer does not pay any additional money to obtain the card.. On January 9, 2018 (Resolution No. 180007), the Board approved a resolution authorizing the President/Executive Director or his designee to increase funding for prepaid payment card and retail network services for DART s Comprehensive Payment Systems (CPS) with PayNearMe MT, Inc. to support extended project management, as well as separate integration with contactless payment cards and mobile ticketing.. The proposed modification and funding increase allow DART to procure merchandising materials necessary for displaying and advertising GoPass Tap cards in 900 retail network locations, including signage and promotional paraphernalia such as counter displays, door clings, wire racks, and wobblers.. Approval of this contract modification will help achieve Board Strategic Priority 6: Innovate to improve levels of service, business processes, and funding. PROCUREMENT CONSIDERATIONS. The base term of this contract is five years.. Pricing for this contract modification is determined to be fair and reasonable.. The Procurement Analysis is provided as Attachment 1. D/M/WBE CONSIDERATIONS. The goal for this contract was established in October 2015 at 17% M/WBE participation.. PayNearMe MT, Inc., the prime contractor, has committed a portion of their contract with a WBE firm.. The M/WBE analysis and Equal Employment Opportunity (EEO-1) information are included in Attachment 2. The prime contractor's actual EEO-1 report is available upon request. LEGAL CONSIDERATIONS. Section 452.055 of the Texas Transportation Code authorizes DART to contract for the provision of goods and services. Contract Mod - PNM 2 12/4/2018 3:32:19 PM

Dallas Area Rapid Transit Authority INCREASE FUNDING ANALYSIS Modification No. 03 Attachment 1 Contract Information A. Contract Description: Comprehensive Fare Payment System (CPS) Prepaid Payment Card and Retail Services Contract B. Contractor: PayNearMe, MT, Inc. C. Contract Number: C-2022104-01 D. Contractual Action: Increase funding E. Current Contract Amount: $4,112,000. F. Contract Modification Amount: $60,446. G. New Contract Amount: $4,172,446. H. Contract Type: Indefinite Delivery/Indefinite Quantity I. Current Term of Contract/Performance Period: 8/26/15 8/25/20 J. Remaining Options Available: N/A K. Price Considerations: Pricing for this modification is determined to be fair and reasonable compared to the Independent Cost Estimate. L. Negotiation Memorandum: N/A M. Determinations Required: None N. Funding: Local O. Determination of Responsibility: Reference Check: Satisfactory Financial Responsibility Survey: Satisfactory Insurance Check: Yes Debarred/Suspended list: Not on the debarred/suspended list Determination and Recommendation PayNearMe,MT, Inc., is determined to be a responsible contractor for the modification described above. Therefore, execution of the contract modification is recommended. Contract Mod - PNM 1 12/4/2018 3:32:19 PM

Attachment 2 Approval of Contract Modification for Comprehensive Payment System (CPS) Prepaid Payment Card and Retail Network Services M/WBE Considerations The goal for this contract was established in October 2015 at 17% M/WBE participation. The M/WBE participation goal is based on costs determined as controllable expenses on the contract. For this contract modification, PayNearMe MT, Inc., the prime contractor, has committed to utilize the following certified firm: M/WBE PARTICIPATION VENDOR LOCATION ETHNICITY SERVICE AMOUNT PCLP Graphic Services Dallas, TX White Female Printing of Marketing Materials $2,801 M/WBE PARTICIPATION (for this modification): $2,801 For the entire contracting period, PayNearMe MT, Inc., has committed to achieving some M/WBE participation through utilization of the following certified firm: VENDOR LOCATION ETHNICITY SERVICE AMOUNT PERCENTAGE PCLP Graphic Services Dallas, TX White Female Printing of Marketing Materials $74,801 4.31% TOTAL M/WBE PARTICIPATION: $74,801 4.31% * ADDITIONAL PARTICIPATION Of the 939 retail locations identified to participate in the GoCard retail network, 173 are minority owned businesses. Furthermore, the retailers participating in this program will share in profits from the sale of DART fares. NOTE: The goals are based on the contractor s controllable expenses which equate to $1,737,000. *The percentage and dollar amounts may remain level, increase, or decrease depending on the circumstances. Contract Mod - PNM 1 12/4/2018 3:32:19 PM

Summary of EEO-1 Report Attachment 2 PayNearMe MT, Inc. is located in Sunnyvale, CA and employs 66 individuals. The following is an analysis of their EEO-1 report: ASIAN BLACK HISPANIC NATIVE AM. WHITE TOTAL Percentage MALES 7 0 2 0 41 50 75.76% FEMALES 10 0 1 0 5 16 24.24% TOTAL 17 0 3 0 46 66 100% PERCENTAGE 25.76% 0.00% 4.54% 0.00% 69.70% 100% Contract Mod - PNM 2 12/4/2018 3:32:19 PM

DRAFT RESOLUTION of the DALLAS AREA RAPID TRANSIT BOARD (Executive Committee) Approval of Contract Modification for Comprehensive Payment System (CPS) Prepaid Payment Card and Retail Network Services WHEREAS, DART desires to provide convenient means of payment to riders, one of which is the introduction and use of contactless payment cards made available at hundreds of retail merchant locations distributed throughout the DART Service Area; and WHEREAS, DART staff made the determination at the time of the Vix contract award that the production, distribution, and sale of the contactless card and its subsequent use as a means to pay for transit rides should be accomplished through a separate retail agreement with a vendor experienced in the distribution and use of such products in the DFW marketplace; and WHEREAS, PayNearMe MT, Inc. was selected through a competitive sealed proposal procurement in accordance with the DART Procurement Regulations; and WHEREAS, this contract modification allows DART to procure merchandising materials necessary for displaying GoPass Tap cards in retail network locations; and WHEREAS, the proposed price for this funding increase is determined to be fair and reasonable; and WHEREAS, funding for this contract modification 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: Section 1: Section 2: Execute a contract modification to increase funding for Comprehensive Payment System (CPS) Prepaid Payment Card and Retail Network Services with PayNearMe MT, Inc. [Contract No. C2022104-01]; and Increase the not-to-exceed amount by $60,446, for a new total authorized amount not to exceed $4,172,446. Contract Mod - PNM 1

Approval of Contract Modification for Comprehensive Payment System (CPS) Prepaid Payment Card and Retail Network Services Prepared by: Y elf ~ Jo#'ph G. Costello Senior Vice President, Finance Approved as to form: J\,.,. )\...,., ".., Gene Gamez Interim General Counsel Contract Mod - PNM 2

AGENDA ITEM NO. 4 Agenda Report DATE: December 11, 2018 SUBJECT: Briefing on GoPass Tap Card Marketing Plan RECOMMENDATION This is a briefing item. No action is required at this time. BUSINESS PURPOSE. The purpose of this item is to brief the Committee on the marketing plan associated with the launch of the GoPass Tap card.. In preparation for launching the GoPass Tap card, the Marketing and Communications and Finance departments worked together to design, test, and market this new fare payment product to ensure a successful introduction.. The initial card design and retail merchandising items are critical in driving awareness and educating customers on how the card can change the way they ride and pay. Prior to introduction, extensive market research was performed including field retail visits, card design focus group testing, and multiple discussions with key retailers.. In July, a beta test group of 400+ DART riders tested the GoPass Tap card. Some opportunity areas were identified; however, the card was very well received by this group of users. The testing included 8,991 taps to system validators, 427 card reloads, and nearly 1,000 discussion topics. A tremendous amount of feedback was gathered and proved useful during the soft launch of the GoPass Tap card in late August.. DART will officially launch the GoPass Tap card in late 2018. The marketing efforts behind the launch will include heavy advertising on our own assets, activation events at stations, bus operator initiatives, grassroots efforts, and paid media.. This item supports Board Strategic Priority 1: Continually improve service and safety experiences for customers and the public; and Strategic Priority 6: Innovate to improve levels of service, business processes, and funding. GoPass Tap Card Marketing Briefing 1 11/16/2018 11:54:19 AM

AGENDA ITEM NO. 5 Agenda Report DATE: December 11, 2018 SUBJECT: Briefing on New Year's Eve Coors Light Free Rides Promotion RECOMMENDATION This is a briefing item. No action is required at this time. BUSINESS PURPOSE. The purpose of this item is to review the New Year's Eve Coors Light Celebrate Responsibly Free Rides promotion occurring on December 31, 2018.. The presentation will include an overview of the agreement between DART and the MillerCoors Company, an introduction of the new creative elements, and a review of the marketing tactics to be deployed.. This item supports Board Strategic Priority 1: Continually improve service and safety experiences and perceptions for customers and the public. New Year's Eve Free Rides Promotion 1 11/30/2018 4:13:43 PM