A RESOLUTION <strong>OF</strong> THE BOARD <strong>OF</strong> COMMISSIONERS <strong>OF</strong> THE BI-STATEDEVELOPMENT AGENCY <strong>OF</strong> THEMISSOURI-ILLINOIS METROPOLITAN DISTRICT AUTHORIZING <strong>AND</strong>APPROVING A SOLE SOURCE PROCUREMENT FROMTRAPEZE ITS, U.S.A., LLCPREAMBLESBi-State Development Agency of the Missouri-Illinois <strong>Metro</strong>politan District (the “Agency”) is a bodycorporate and politic, created by an interstate compact between the States of Missouri and Illinois, actingby and through its Board of Commissioners (the “Board”); andThe Agency is authorized by Mo. Rev. Stat. §§ 70.370 et seq. and 45 Ill. Comp. Stat. 100/1 et seq. (jointlyreferred to herein as the “Compact”) to plan, construct, maintain, own and operate passenger transportationfacilities, and perform all other necessary and incidental functions, and to disburse funds for its lawfulactivities, and to contract and be contracted with.Pursuant to Board Policy §50.010 E-1-b, the Board must approve the award of any non-competitivecontract with a value of $100,000 or more.In 2003 the Agency, in cooperation with MDOT and EWGCC, conducted a competitive procurement for aproject aimed at determining the efficacy of the application of a Computer Aided Dispatch/AutomatedVehicle Location (“CAD/AVL”) System for <strong>Metro</strong>.Since that time the Agency has continued to refine its needs and has made purchases of CAD/AVLsoftware and equipment, including a $1million network and software upgrade that was approved by theBoard in March, 2011.<strong>Metro</strong>’s existing CAD/AVL system is a transit specific, proprietary system that was originally developedby Siemens. The Siemens ITS business has been acquired by Trapeze ITS, U.S.A., LLC, and thereforeTrapeze is the only available source of system-compatible equipment and software.As the Agency proceeds with the upgrade of its radio system, it will require additional equipment tocomplete integration and build-out of its CAD/AVL system. This will take approximately 36 months andwill be accomplished at a cost not to exceed $8,700,000.00.Funding for this project is contained in the <strong>Metro</strong> Capital Budget. 80% of the funding will be providedthrough FTA grants, with 20% to be provided through local (Missouri and Illinois) sales tax receipts.It is feasible, necessary and in the public interest for <strong>Metro</strong> to proceed with its infrastructure upgrade of theCAD/AVL system in conjunction with the build-out of its radio system upgrade, and to purchase thenecessary additional equipment from Trapeze ITS U.S.A, LLC, the sole source provider, in an amount notto exceed $8,700.000.00.NOW, THEREFORE, THE BOARD <strong>OF</strong> COMMISSIONERS DOES HEREBY RESOLVE,DETERMINE <strong>AND</strong> ORDER AS FOLLOWS:Section 1. Findings. The Board hereby finds and determines those matters set forth in thepreambles as fully and completely as if set out in fully in this Section.Section 2. Approval of the Sole Source Contract. The Board hereby authorizes the officers of theAgency, including, without limitation, the President and CEO, the Chief Operating Officer, and the Vice Presidentof Procurement, Management & Supplier Diversity to purchase the equipment required to upgrade <strong>Metro</strong>’sResolution461Trapeze ITS USASole Source Contract
CAD/AVL system from Trapeze ITS U.S.A, LLC, a sole source provider,$8,700,000.00 over the next 36 months.in an amount not to exceedSection 3. Actions of Officers Authorized. The officers of the Agency are hereby authorized anddirected to execute all documents and take such actions as they may deem necessary or advisable in order to carryout and perform the purposes of this Resolution, including the payment of all costs, expenses and fees incurred inconnection with or incidental to this Resolution; and the execution of such documents or taking of such actions shallbe conclusive evidence of such necessity or advisability.Section 4. Severability. It is the Board’s intention that every part, section and subsection of thisResolution shall be separate and severable from every other part, section and subsection hereof, and each said part,section and subsection is adopted separately and independently. In the event that any part, section or subsectionshall be determined to be, or to have been, unlawful or unconstitutional, the remaining parts, sections andsubsections shall remain in full force and effect, unless the court making such finding shall determine that the validportions standing alone are incomplete and are incapable of being executed in accordance with the intent of thisResolution.[Section 5. Rights Under Resolution Limited. No rights shall be conferred by this Resolution uponany person or entity other than the Agency and Trapeze ITS U.S.A, LLC.Section 6.Governing Law. The laws of the State of Missouri shall govern this Resolution.Section 7. No Personal Liability. No member of the Board of Commissioners, officer, employee oragent of the Agency shall have any personal liability for acts taken in accordance with this Resolution.Section 8.This Resolution shall be in full force and effect from and after its passage and approval.September, 2011.ADOPTED by the Board of Commissioners of the Bi-State Development Agency this 23rd day ofTHE BI-STATE DEVELOPMENT AGENCY <strong>OF</strong> THEMISSOURI-ILLINOIS METROPOLITAN DISTRICTSEALByTitleATTEST:By, SecretaryResolution461Trapeze ITS USASole Source Contract