RESOLUTIONof theDALLAS AREA RAPID TRANSIT BOARD

R+SOLU~/ON

(Executive Committee)

Dallas

Area

Rapid

Transit

Approval of Contract Options for Bond Counseland Other Legal Sewices Related to Finance MattersWHEREAS, in Resolution No. 0501 11, the Board authorized execution of contracts with Vinson

Elkins, L.L.P. and West

Gooden, P.C for an initial term of three years and with the optionfor DART to extend each contract for up to three additional years; andWHEREAS, it is in DART'S best interest to exercise the first year of its three-year option andextend its legal services contracts with the firms of Vinson

Elkins, L.L.P. and West

Gooden, P.C. for one year in order to set the terms, conditions and compensation for bondcounsel services and other legal services related to finance matters; andWHEREAS, the DART Board, in Resolution No. 030086, has authorized the General Counsel tocontract for legal services in an amount not to exceed $50,000; andWHEREAS, the General Counsel has determined that the cost of such legal services will exceed$50,000; andWHEREAS, funding for these contract options is within

2009 Budget and Twenty-YearFinancial Plan allocations.NOW, THEREFORE, BE

RESOLVED by the Dallas Area Rapid Transit Board of Directorsthat the General Counsel is authorized to:Section 1:Execute a one-year extension of the contract with the law firm of Vinson

Elkins, L.L.P., for bond counsel services in an amount to be approved as part ofthe debt transaction and based on an hourly fee plus necessary opinion fees; andfor other legal services related to finance matters in an amount not to exceed$300,000.Section

Execute a one-year extension

the contract with the law firm of West

Gooden,

P.C.,

or bond counsel services in an amount to be approved as part ofthe debt transaction and based on an hourly fee plus necessary opinion fees.