Pauline Higgins E-Mail Excerpts

Message number 1
From: Pauline Higgins

To: Pauline Higgins <Frank Wilson; Pauline Higgins>
Subject: Retention of Personal Legal Counsel - Rusty Hardin
Date: 2/18/2010 3:51:21 PM
Frank: I do not like what you have done to me (and my remaining OGC staff), what you have already
done, and are currently doing, to subvert, misrepresent (including what transpired today in Executive
Session regarding your knowledge of METROPLEXCORE), and undermine the Office of the General
Counsel, which is here to protect the best interest of the Authority, the client.
Further, in light of all that is transpiring to disrespect me, humiliate, defame, slander, investigate (by your
“employee” advocate), and libel me and my reputation through unsavory actions, all of which have been
and are currently taking place behind my back, I have retained Rusty Hardin as my personal legal counsel
to advise me through these witch hunts. Mr. Hardin is copied on this email
. I will be happy to discuss the two emails that you presented to me today in the presence of my legal
counsel, Mr. Hardin. I am experiencing, and this is, a hostile and discriminatory work environment.
Pauline
_______________
Mahatma Gandhi: We must be the change that we want to see in the world.
Pauline E. Higgins, LLM, JD, CPA
Senior Vice President
General Counsel and Corporate Secretary
Metropolitan Transit Authority of Harris County, Houston
1900 Main Street
Houston, Texas 77002
Phone: (713) 652-4305
Fax: (713) 758-9300
pauline.e.higgins@ridemetro.org
As required by US Treasury Regulations, this communication is not intended or written to be used, and
cannot be used, by any person for the purpose of avoiding penalties that may be imposed under US tax
laws. Further, the information contained in this message is Attorney/Client privileged and confidential
. If you have received this message in error, please delete it. This message does not reflect any intent by
the sender or the sender's client to make any agreement by electronic means or to constitute an electronic
signature.
PLEASE DO NOT FORWARD, PRINT, PRINT SCREEN, OR COPY THIS EMAIL. Pauline E.
Higgins, Esquire
Page 1
Message number 1
To: 'Stinson, Cassie'
Subject: RE: Cassie Stinson's Transition
Date: 2/3/2010 4:29:00 PM
I DO NOT WANT BOTH ENDS AGAINST THE MIDDLE, WHICH IS THE NORM HERE. I AM A PROFESSIONAL
AND WILL ONLY FUNCTION AS SUCH. THANKS
_______________

1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
pauline.e higgins@ridemetro.org
As required by US Treasury Regulations, this communication is not intended or written to be used, and cannot be
used, by any person for the purpose of avoiding penalties that may be imposed under US tax laws. Further, the
information contained in this message is Attorney/Client privileged and confidential. If you have received this
message in error, please delete it. This message does not reflect any intent by the sender or the sender's client to make
any agreement by electronic means or to constitute an electronic signature.
PLEASE DO NOT FORWARD, PRINT, PRINT SCREEN, OR COPY THIS EMAIL. Pauline E. Higgins, Esquire
-----Original Message-----
From: Stinson, Cassie [mailto:CassieStinson@andrewskurth.com]
Sent: Wednesday, February 03, 2010 4:21 PM
To: Pauline Higgins
absolutely
Cassie B. Stinson
Andrews Kurth LLP
600 Travis St., Suite 4200
From: Pauline Higgins [mailto:Pauline.Higgins@ridemetro.org]
To: Stinson, Cassie
Yes, but I do not want a "message" to real estate and a different "message" to OGC. We need one coordinated efforts
so that we do not have conflicts regarding transition, if applicable, files, or clients. Thanks.
_______________

Page 1
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
From: Stinson, Cassie [mailto:CassieStinson@andrewskurth.com]
To: Pauline Higgins
thanks very much. We'll be in touch.
Cassie B. Stinson
Andrews Kurth LLP
600 Travis St., Suite 4200
Houston, TX 77002
To: Kristen McDade; Gregory Williams; Todd Mason; Kimberly Williams;
Pauline Higgins
Cc: Matthew Wright; Stinson, Cassie; Hallie Sadberry
Subject: Cassie Stinson's Transition
I am aware of Cassie's transition and, appropriately, since it is legal

representation, OGC has been contacted by AK. There is a formal process
with respect to work and files that Cassie was working on while at AK.
And, further, we will need an engagement letter in order to comply with
the state statute and FTA Circular re Third Party Contracting.
Additionally, I have already discussed rates with Cassie and I have

another matter to cover with Cassie shortly.
Greg Williams and I will be working on the Engagement Letter, which is a

contractual matter.
Cassie: I need a conf call with you, Greg, Matt, and I. Today and
tomorrow I am swamped with depositions. Pls coordinate a time with
Hallie who is copied on this email.
Kim, Todd, and Kristen: We need to confer with you on this matter.
Thanks!
Page 2
Metropolitan Transit Authority Harris County
1900 Main Street
(713) 652 4305
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you
Page 3
Message number 1
To: Robert Jones; Thomas Lambert
Subject: RE: TPIA MTA NO. 2010-0078: Craig Pena
Date: 1/22/2010 9:28:00 AM
Do we have a record retention issue, Matt? Let’s talk re the attached response. thanks.
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
laws. Further, the information contained in this message is Attorney/Client privileged and confidential. If
you have received this message in error, please delete it. This message does not reflect any intent by the
sender or the sender's client to make any agreement by electronic means or to constitute an electronic
signature.
Higgins, Esquire
From: Robert Jones
Sent: Friday, January 22, 2010 7:25 AM
To: Thomas Lambert
Cc: Tim Kelly; Jacqueline Hojem; Pauline Higgins; Jakki Hansen; Hao Le; C. Gibson; Matthew Wright;
Gregory Williams; Irma Gonzalez; Viola Douglas
Subject: RE: TPIA MTA NO. 2010-0078: Craig Pena
Importance:
High
Chief,
My apologies if I did not reply to this request, even thought I am fairly certain there was a reply on the
same day received, I can not find my copy. Irregardless, the Metro Net system will retain video data for
only 72 hours before it is erased and copied over by new video. On the date in question, the Metro
Police Department did not and has not received any request from HPD or any other agency or entity,
until the below request was made, for any video that occurred on the date in question. Therefore, due to
the time elapse, well over 60 days, there is no way to provide video for the date and time requested. If
there are additional questions or if I can clarify this information further, please call me at 713 615-6318.
From: Thomas Lambert
Sent: Monday, January 11, 2010 4:58 PM
To: Robert Jones
Cc: Tim Kelly; Jacqueline Hojem; Pauline Higgins; Jakki Hansen; Hao Le; C. Gibson; Matthew Wright;
Gregory Williams; Irma Gonzalez; Viola Douglas
Subject: FW: TPIA MTA NO. 2010-0078: Craig Pena
Importance:
High
Page 1
Bob,
Please see the attached open records request. Please see if we have any video in this regard and
respond accordingly to Legal by the required date.
Please let me know if there are any questions, or if I may be of any assistance.
Thanks,
Tom L.
Thomas C. Lambert
Senior Vice President & Chief of Police
Department of Public Safety
Houston METRO
713-615-6409
From: Open Records Requests
To: Thomas Lambert
Cc: Pauline Higgins; Jakki Hansen; Hao Le; C. Gibson; Matthew Wright; Gregory Williams
Subject: TPIA MTA NO. 2010-0078: Craig Pena
Importance:
High
Chief Lambert:
Please review the attached TPIA request to see if any responsive information exists. If I need to
forward the request to another department, please advice immediately.
Please forward responsive information to my attention by no later than January 15, 2010.
RA: Jakki Hansen / C. Gibson
Please call me with any questions and/or concerns.
Jacqueline Hojem
713-739-4071
Page 2
Message number 1
To: Tasneem Malbari
Subject: others who heard Dennis speaking to you told me what Dennis said to
you re "enemy". that was NOT good and horrible and I hoped that you responded
appropriately. thanks.
Date: 2/5/2010 8:37:00 AM
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Higgins, Esquire
Page 1
Message number 1
To: Open Records Requests
Subject: RE: TPIA MTA NO. 2010-0104: Lloyd E. Kelley
Date: 1/27/2010 11:47:00 AM
Wow! This is unbelievable. I was pissed when I got mine; it is such a violation. Why do people do these
things? It disrupts people’s life. Pauline
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Higgins, Esquire
Sent: Wednesday, January 27, 2010 11:36 AM
To: M. Helen Cavazos; Erik Oistad; Louise Richman; Hilda Montemayor
Cc: Frank Wilson; Joanne Wright; Pauline Higgins; Jakki Hansen; Hao Le; C. Gibson; Matthew Wright;
Gregory Williams; George Smalley; Norma Rodriguez; Adriana Moreno
Subject: TPIA MTA NO. 2010-0104: Lloyd E. Kelley
Importance:
High
Please see attached TPIA request. Please review and begin compiling the responsive information.
Please forward the information to my attention by no later than
February 3, 2010.
RA: Hao Le
Thank you.
Jacqueline Hojem
713-739-4071
Office of the General Counsel
Page 1
Message number 1
To: Hallie Sadberry
Subject: Re: 6 Additional TPIA Questions from Harry @ BG
Date: 2/4/2010 8:36:58 PM
Attachments (select Document - File attachments... or View - Navigation Panels

- Attachments... to see it):
image001.jpg
Pls confer with Jakki on all these. Thanks!

1900 Main Street
(713) 652 4305
From: Hallie Sadberry

To: Pauline Higgins
Sent: Thu Feb 04 17:04:26 2010
Subject: 6 Additional TPIA Questions from Harry @ BG
Let’s discuss this evening please so that I can complete today and provide to him first thing in the AM.
Gracious !!
Hallie
Hallie Sadberry, MPA, CLA
Executive Assistant to Pauline E. Higgins
Senior Vice President, General Counsel and Corporate Secretary
Metropolitan Transit Authority - Harris County, Texas
1900 Main Street, #3113
P.O. Box 61429
Houston, TX 77208-1429
Phone: 713-739-6038
Fax: 713-739-4699
Hallie.Sadberry@ridemetro.org
Page 1
Message number 1
From: Janet Tezino
To: Pauline Higgins <Jacqueline Hojem>
Subject: TPIA Response
Date: 2/18/2010 9:06:30 AM

SKMBT_C45110021809430.pdf
image001.jpg
Jackie:
Please find attached a scan copy of the Attorney General Response(2-11-2010), regarding the light rail
lines that was received in the OGC 2/17/10. I am forwarding the original via Inter-Office mail today. If
you have any questions, please call me.
Janet Tezino
Paralegal for,
Jakki A. Hansen,
Assistant General Counsel,
Matthew T. Wright,
Senior Staff Counsel
The Office of The General Counsel
Houston, TX 77002
713.739.6918 Phone
713.739.4699 Facsimile
JT21@ridemetro.org
Page 1
Message number 1
To: Susan Coldiron; Janet Tezino
Subject: Jakki's Calendar
Date: 2/10/2010 11:20:02 AM
Please be sure to timely add items and remind Jakki, at least 15 mins before the appt., of her appts. Thanks very much!

1900 Main Street
(713) 652 4305
Page 1
E|M|H
Edison, McDowell
& Hetherington LLP
Phoenix Tower Andrew M. Edison
3200 Southwest Freeway Partner
Suite 2920 Ph (713) 337-5581
Houston, Texas 77027 Fax (713) 337-8841
www.emhllp.com andrew.edison@emhllp.com
January 20, 2010
By E-Mail (PDF)
KPMG LLP
700 Louisiana, Suite 3100
Attention: Michael Phung
Re: Audit Letter for Metropolitan Transit Authority of Harris County, Texas
("METRO")
Ladies and Gentlemen:
In response to a request (the "Request") from METRO, we furnish the following information:
1. Our firm commenced operations on January 16, 2009, and soon thereafter began
representing the METRO. The information contained in this letter is as of September 30, 2009
(the "Effective Date"). Material changes may occur with respect to matters referred to in this
response after the Effective Date. We assume no responsibility or obligation to advise you of
any changes which subsequently may be brought to our attention.
2. As to the portion of the Request concerning pending or threatened litigation

(excluding unasserted claims) and subject to the qualifications contained in this letter, we advise
you that we have been engaged by METRO to give substantive attention to the following loss
contingencies coming within the scope of clause (a) of Paragraph 5 of the ABA Statement of
Policy referred to in the last paragraph of this letter:
2.1 Cause No. 894926; Metropolitan Transit Authority of Harris County, Texas v.
CR V Hardy Yards, L.P., et al.; In the County Civil Court at Law No. 3 of
Harris County, Texas.
This is an eminent domain case. METRO will be required to pay the fair market
value of the property on the date of taking. METRO seeks to acquire property
which it believes is valued at $8,402,500.00. That amount of money has already
been deposited into the registry of the court. The other side has yet to indicate
what they contend the value of the property to be. This case is in its early stages
of litigation and discovery is ongoing. We cannot express an opinion at this time
regarding the ultimate outcome of this matter or the amount or range of potential
Houston * Dallas/Fort Worth

E|M|H
Edison, McDowell
& Hetherington LLP
January 20, 2010

Page 2
loss if the outcome should be unfavorable. At this time, it is not possible to

estimate the amount of recovery, if any, relating to this claim, or the timing, if
ever, for such recovery.
2.2 Cause No. 925932; Metropolitan Transit Authority of Harris County, Texas v.
Thomas Dunnam, Jr..; In the County Civil Court at Law No. 2 of Harris
County, Texas.
This is an eminent domain case. METRO will be required to pay the fair market
value of the property on the date of taking. METRO seeks to acquire property
which it believes is valued at approximately $1,000,000.00. The other side has
yet to indicate what they contend the value of the property to be. This case is in
its early stages of litigation and discovery is ongoing. We cannot express an
opinion at this time regarding the ultimate outcome of this matter or the amount or
range of potential loss if the outcome should be unfavorable.
3. We are not aware of ant unasserted possible claims or assessments against

METRO.
4. By making the request set forth in the Request, METRO does not intend to waive
the attorney-client privilege with respect to any information which METRO has furnished to us.
Moreover, please be advised that this response to you should not be construed in any way to
constitute a waiver of the protection of the attorney work-product privilege with respect to any of
our files involving METRO.
5. This response is limited by, and in accordance with, the ABA Statement of Policy
Regarding Lawyers' Responses to Auditors' Requests for Information (December 1975).
Without limiting the generality of the foregoing, the limitations set forth in such Statement on the
scope and use of this response (Paragraphs 2 and 7) are specifically incorporated herein by
reference, and any description herein of any "loss contingencies" is qualified in its entirety by
Paragraph 5 of the Statement and the accompanying Commentary (which is an integral part of
the Statement). This letter is a "Limited Response" as contemplated by Paragraph 4 of the ABA
Statement of Policy and should be considered by you as a response only with respect to the
specific matters set forth above. Consistent with the last sentence of Paragraph 6 of the ABA
Statement of Policy, we confirm to you that whenever in the course of performing legal services
as counsel for METRO with respect to a matter referred to us and as to which we have devoted
substantive attention which we recognize involves an unasserted possible claim or assessment
which may call for financial statement disclosure, if we have formed a professional conclusion
that METRO must disclose or consider disclosure concerning such possible claim or assessment,
as a matter of professional responsibility to the METRO, we will so advise the METRO and will
consult with METRO concerning the question of such disclosure and the applicable requirements
of the Statement of Financial Accounting Standards No. 5. We advise you, however, that

E|M|H
Edison, McDowell
& Hetherington LLP
January 20, 2010

Page 3
METRO ordinarily does not consult with us about, nor do we ordinarily devote substantive
attention on behalf of the METRO to, securities matters or matters involving financial statement
disclosure or disclosure generally. You are further advised that this firm has made no
examination of the records or files of the METRO, nor have we made any other investigations of
METRO for the purposes of this letter.
Very truly yours,
Edison, McDowell & Hetherington LLP
Andrew M. Edison

Message number 1
To: Locke, Gene
Date: 2/19/2010 10:32:00 AM
Gene: Please note the attached.

_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Higgins, Esquire
Sent: Thursday, February 18, 2010 3:51 PM
To: Frank Wilson; Pauline Higgins
Cc: John Sedlak; Joanne Wright; 'rhardin@rustyhardin.com'
Importance:
High
Pauline
_______________
1900 Main Street
Page 1
Phone: (713) 652-4305
Fax: (713) 758-9300
laws. Further, the information contained in this message is Attorney/Client privileged and
confidential
signature.
Higgins, Esquire
Page 2
Message number 1
To: Nicole Montgomery
Subject: Maintenance and Transition of Files: Andrews Kurth and Cassie Stinson
Date: 2/9/2010 9:00:06 PM
Nicole: Though I am booked tomorrow morning with Board Committee meetings and until after lunch, as the MS single
point of contact, I need to meet with you, Matt, and Jakki regarding the bifurcation of matters between Andrews Kurth
and Cassie Stinson.
As is normal in law firm transitions, the listing of files is sent to the General Counsel by the Managing Partner of the
original law firm. And, it the OGC's decision as to what goes where. I have talked to all the parties at AK, including the
Managing Partner, Bob Jewell, Gene Locke and Jon Day, Board Counsels for METRO, and Cassie.
Let's try to carve out a time in the afternoon to come to closure so that I can advise them both. I still need to get an
engagement letter from Cassie and her new firm, Kelly Hart.
Thanks!
1900 Main Street
(713) 652 4305
Page 1
Message number 1
To: Jakki Hansen
Subject: RE: calendaring
Date: 2/11/2010 4:55:00 PM
Trifling!
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Higgins, Esquire
From: Jakki Hansen
To: Pauline Higgins
Subject:
calendaring
FYI – I have informed Janet and Susan that I will handle all issues relating to my calendar including
setting, scheduling, observing, etc. Their sporadic attention to it does me more harm than good. Better to
have to rely on myself than to think I can rely on someone whom I cannot.
Jakki A. Hansen
Assistant General Counsel
Metropolitan Transit Authority of
Harris County, Texas
1900 Main Street, 3rd Floor
Tel: 713-739-3755
Fax: 713-739-4699
**************************************************************
confidential. If you have received this message in error, please delete it. This message does not reflect
any intent by the sender or the sender's client to make any agreement by electronic means or to constitute
an electronic signature.
Page 1
Message number 1
To: 'A. Martin Wickliff Jr.'
Subject: RE: Capitol Metro
Date: 1/21/2010 12:27:00 PM
Interesting! I can imagine why and so can you. talk to you later!
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Higgins, Esquire
From: A. Martin Wickliff Jr. [mailto:MWickliff@ebglaw.com]
Sent: Thursday, January 21, 2010 12:18 PM
To: Pauline Higgins
Subject:
RE: Capitol Metro
Actually, I mentioned Jeff's name, and she told me they had stopped using him several years ago; but,
she said that was a different Board and maybe they will reconsider using Jeff now.
A. Martin Wickliff Jr. | Bio
(713) 750-3110 (direct) | (713) 751-5310 (fax)
MWickliff@ebglaw.com
EPSTEINBECKERGREENWICKLIFF&HALL
Wells Fargo Plaza
1000 Louisiana, Suite 5400 | Houston, TX 77002
(713) 750-3100 (main) | www.ebglaw.com
Think Green. Please consider the environment before you print this message. Thank you.
To: A. Martin Wickliff Jr.
Subject:
RE: Capitol Metro
Thanks! I will recommend Jeff. I am sure that he will move to Austin.
_______________
Page 1
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
Higgins, Esquire
From: A. Martin Wickliff Jr. [mailto:MWickliff@ebglaw.com]
Sent: Thursday, January 21, 2010 11:18 AM
To: Pauline Higgins
Subject:
Capitol Metro
Pauline,
I spoke with the GC of Capitol Metro this morning; we had a very pleasant conversation. After she
explained all the many 13(c) issues and a hotly political new Board of Directors, as well as needing
someone with experience in this area, I told her I was not the right person to handle the matter. She
appreciated the candor.
Thanks again for this referral.
Marty
A. Martin Wickliff Jr. | Bio
MWickliff@ebglaw.com
EPSTEINBECKERGREENWICKLIFF&HALL
Wells Fargo Plaza
1000 Louisiana, Suite 5400 | Houston, TX 77002
(713) 750-3100 (main) | www.ebglaw.com
Think Green. Please consider the environment before you print this message. Thank you.
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Page 2
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Page 3
Message number 1
To: Jakki Hansen
Subject: Re: Budget issues
Date: 2/10/2010 1:31:25 PM
Dud!
1900 Main Street
(713) 652 4305
From: Jakki Hansen

To: Pauline Higgins
Sent: Wed Feb 10 13:24:50 2010
Subject: RE: Budget issues
I appreciate it. How is the meeting going?
Jakki A. Hansen
Tel: 713-739-3755
Fax: 713-739-4699
**************************************************************
signature.
To: Jakki Hansen
Subject:
Re: Budget issues
I have and I will. That is why I forward to you and copy her.
I will again.

1900 Main Street
(713) 652 4305
From: Jakki Hansen
To: Pauline Higgins
Page 1
Sent: Wed Feb 10 13:22:40 2010
Subject: Budget issues
Pauline,
Will you please remind Marjorie that I need to be cc’d on budget-related emails? She continues to
forget. Thanks!
Jakki A. Hansen
Tel: 713-739-3755
Fax: 713-739-4699
**************************************************************
Page 2
Message number 1
To: Kimberely Wells
Subject: Re: Cell Phone Policy
Date: 2/4/2010 8:39:37 PM
Oh, Kim, I am fine. Hao and I work in partnership on matters that go to Frank. Go ahead with what they give
you! We will play it with flexibility!

1900 Main Street
(713) 652 4305
From: Kimberely Wells

To: Pauline Higgins
Cc: Hao Le
Sent: Thu Feb 04 16:55:00 2010
Subject: RE: Cell Phone Policy
Mr. Wilson requested the meeting be scheduled on yesterday after meeting with the Union. His
original request included, Mr. Feeley, Hao and myself. The attendee list grew after the meeting
notice was sent.
Adriana provided me with the date and time from Mr. Wilson’s calendar. Of course we know
plans will change with his busy schedule, which is fine.
It was not my intent to exclude you from the meeting. In the future I will make sure you are on
the original list.
Kimberely Wells
Director, Labor Relations
Metropolitian Transit Authority - Houston,Texas
_______________________
To: Kimberely Wells; Hao Le
I do not think that Frank meet. The FTA is here that entire for quarterly review. Additionally, there
are two board committees that are on that day from 9-11am. Did you check with Adriana for the
dates. And, yes, I should be included in these meetings when my staff is invited. Thanks. Pauline
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
cannot be used, by any person for the purpose of avoiding penalties that may be imposed under US tax laws.
Page 1
Further, the information contained in this message is Attorney/Client privileged and confidential. If
signature.
PLEASE DO NOT FORWARD, PRINT, PRINT SCREEN, OR COPY THIS EMAIL. Pauline E. Higgins,
Esquire
-----Original Appointment-----
From: Hao Le On Behalf Of Kimberely Wells
To: Pauline Higgins
Subject: FW: Cell Phone Policy
When: Thursday, February 11, 2010 10:30 AM-11:30 AM (GMT-06:00) Central Time (US & Canada).
Where: 14th Floor
FYI.
To: Kimberely Wells
Subject: Cell Phone Policy
Where: 14th Floor
Meeting Agenda:
Session A: Attendees – F. Wilson, D. Feeley, H. Le and K. Wells
1. Current Cell Phone Policy
Session B: Attendees – F. Wilson, L. Richman and H. Cavazos (Via Telephone)
2. Health & Welfare Trust Trustees
Mr. Feeley you may want to include both Tangee and Andy in the meeting. I will provide more
background regarding the meeting via telephone if needed.
Page 2
Message number 1
To: C. Gibson
Subject:
Date: 2/19/2010 5:20:00 PM
I would appreciate if you appropriately gave two weeks’ notice. Thanks. Pauline
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Higgins, Esquire
Page 1
AGENDA
UNIVERSITY - TOTAL PROCUREMENT SUPPORT SERVICES

Executive/Consultant Team Meeting #3
28th January 2010, 2:30 – 4:30pm
1. REVIEW OF 20th JAN MEETING ACTIONS

‐ Actions List & Updated 4-Corridor Summary Documentation
‐ Review of Deliverables Summary
‐ Key Factors for Procurement Structures
o Act in Owner’s Interest
o Flexibility of Federal Process
o Small Business Program
2. PROCUREMENT STRUCTURES – THE SPECTRUM

‐ High Level Summary of Options
‐ Selected ‘Case Studies’
‐ Best Practices (e.g. Cost Confidence, Integrated Project Team, …)
‐ Limitations – Texas Law
3. OPTION FOR DISCUSSION

‐ What is Different for University Line?
‐ 2-Package Approach for Construction
o Construction Package 1: Advanced Site Work & Utilities
o Construction Package 2: Rail Infrastructure
o Up to Three Operating Concessions
o Multiple Maintenance Contracts (Maintenance & CARP)
‐ DBOM/Facility Provider
5. NEXT MEETING (3rd Feb) – ACTIONS & FOCUS
v3 (1/27/2010) Page 1 of 1
University TPSS: Executive Committee/Consultant Meeting Action Items
January 20, 2010
Booz Allen Actions for Next Week’s Executive Meeting:
• Note: Meeting Three on 1/27/10 will be primarily focused on the contracting

strategy
• Note: Meeting Four on 2/3/10 will be primarily focused on outreach and
preparing for the CEO briefing
• Draft agenda for next Executive Committee/Consultant meeting on 1/27/10
(review with Dick White and Kevin Cronin) – Booz Allen team
• Complete the draft lessons learned summary matrix from the 4 Line Facility
Provider contract and experience (against the cause of any issues - Business
Model, Contract or Contractor) – Carolyn Hayward
• Get more information on O & M on the York project – Peter Hughes
• Document pros/cons of quals based model – Booz Allen team
• Obtain and review operations analysis documents from Kim Slaughter and
determine what other modeling/analysis may be required– Tom Frawley
• Review O & M costs for each of the lines – Tom Frawley
• Review procurement documents and analyze the lessons learned as well as the
required items vs. value-add items– Carolyn Hayward
Follow Up Meetings:
• Follow up meeting with Metro procurement and legal - Booz Allen team to
coordinate meeting with Paul Como and he’ll identify a person from legal
• Follow up meeting to discuss outreach with Dave Couch, Kim Williams, and
Kevin Crouch – Margaret Menger, Ken McCowan
• Follow up meeting with Clyde Garrison – Carolyn Hayward, Tom Frawley
• Follow up meeting with Dave Feeley and Tom Hickey on O & M – Tom Frawley
Other Actions:
• Update Key Issues Log – Booz Allen team

• Plan a briefing with John Sedlak between meetings 3 and 4 – Carolyn Hayward
• Prepare broad spectrum of contracting methods – Booz Allen team
• Develop Benchmarking options – Booz Allen team
• Contact Ron Weber (Stacy and Witbeck) about evolving design-build – Booz
Allen team
• Interview with Frank Wilson prior to 2/9 re: his ideas on outreach with the City
and industry – Dick White & Carolyn Hayward
• Prepare a matrix of what the 3 bidders did and did not offer (e.g., fully
responded, did not include O & M, value add examples)
• Meet with John von Briesen to clarify items in his University white paper –
Nancy Houston
Booz Allen Hamilton -1- 1/20/2010

University TPSS: Executive Committee/Consultant Meeting Action Items
January 20, 2010
Documents Identified for Review during Today’s Meeting:
• Procurement documents – Don Pieper to provide

• Operations analysis document s- Kim Slaughter to provide
• O & M costs for each line - ??? to provide
Previous Documents to Review:
• Texas design-build statute – Booz Allen team

• Texas CM at risk statute (is there one?) – Booz Allen team
Booz Allen Hamilton -2- 1/20/2010

Total Procurement Support Services
Summary of 30 Day Deliverables
Recommended Contracting Strategy(ies):
• One or more recommended contracting strategies for the University Line

procurement
• Criteria used to select the recommended strategy(ies) reflecting the Owner’s
Objectives
• Identification of constraints for the procurement (Federal, Legal, etc.)
• Summary of contracting structures considered, including brief descriptions of
best practice examples
• Options considered relating to the scope of the procurement
• Lessons Learned from the 4-Line Facility Provider Contract (including contract
summary)
Out-Reach Plan:
• Timeline and recommended approach for engagement with the

National/International Contracting Community
• Timeline and recommended approach for engagement with the Local
Contracting Community including Small Business Community
• Timeline and recommended approach for engaging with and briefing the local
community, including the City, Government Officials and the local community
• Coordination Schedule with Federal Program
Decision Tree (to select the final strategy and commence procurement):
• Schedule for selecting the final Contracting Strategy for University Line
• Schedule for preparing the University Line procurement
• Key Decisions to be made with METRO to achieve these schedules
Draft v2 -1- 1/20/2010

FACILITY PROVIDER CONTRACT – 4 CORRIDORS: HIGH LEVEL STRUCTURE & CONTRACTUAL INTERFACES
City of Houston–Consent Agreement 3rd Party Utility Insurance Finance

Establishes framework for obtaining City Master Cooperative Agreements and Utility Owner Controlled Insurance Program other Provided by METRO
approvals, utility relocations and other matters. Reimbursement Agreements establish terms and insurance requirements protect against potential
conditions for utility relocations. accidents and liability which could otherwise
increase project costs.
METRO
Obligations: limited Obligations: Access of parcels (real estate), utility Obligations: Financing Obligations: Policy decisions, operations planning ,
agreements, financing, certain approvals, incentives public and media information, fare structure, policing
services (security), advertising, agreements with 3rd
parties, interfacing with the public at large, fuel &
power, fare collection
Independent Engineer: Review of Costs and Schedule for DB Contract (engaged by lenders once financing is obtained))
Development Agreement Design-Build Contract Vehicle Supply Operations & Maintenance

100% Parsons Transportation Group (PTG) PTG, assigned to HRT PTG, assigned to Houston LRV 100 LLC Houston Operations & Maintenance LLC (67%
Fixed Price ~$30M; Cost Reimbursable Outreach & HRT JV (33.67% PTG/ 33.67% Granite/17.67% Houston LRV 100 LLC (99% CAF USA, 1% PTG) Veolia Transportation, 33% PTG)
SBE/DBE ($17M each) Kiewit/ 15% Stacy Witbeck) $3.15M/vehicle (for 103 vehicles), with equitable Subcontract with CAF – 5 yrs – vehicle maintenance
$831M fixed price, $449M allowances (converted to adjustment if fewer vehicles are ordered Price Negotiations no later than 20 months prior to
fixed price) Option to purchase more vehicles first Corridor operation – performance based on
availability, safety and customer complaints – open
book, with economic indices
Scope (FP Work): Management, coordination and Scope (DB Work): Provide all materials, Scope: 103 LRT vehicles, ‘off-the-shelf’, quality, Scope: (i) support of design and construction; (ii)
integration of the project, taking appropriate steps equipment, labor, services and efforts necessary to safety, testing, acceptance, commissioning pre-revenue mobilization; (iii) operations and
so that all required efforts by the Primary Contracts design and construct the civil works (including PoP: agreed schedule for delivery and acceptance of maintenance services; (iv) Capital Asset
are undertaken in accordance with the terms and building elements) and the system facilities of the vehicles from certain NTP/order dates Replacement Program (CARP) subject to budget;
conditions of the Agreements. Management of Project so the DB Scope is ready to be placed into Warranty: 7 yrs car body, 5 yrs gears/propulsion, 3 (v) training and testing of operations and
certain community outreach and SBE/DBE services revenue service. This includes quality assurance, yrs materials maintenance staff; (vi) administration of warranties
PoP: Latter of 5 years after the Revenue Service quality control, approvals, permits Termination: For convenience or default PoP: 5 yrs with three extension options (+7 +5 +5)
Date for all Facilities or full performance of VS PoP: Completion deadlines set out in NTP for each
contract. Corridor
Warranty: 5 yrs LRT Facility, 1 yr roadway
Termination: METRO has right to terminate upon a Termination: METRO has right to terminate upon a
default that is not cured within a specified period. default that is not cured within a specified period.
The Facility Provider has right to terminate upon DB has right to terminate for convenience if
METRO failure to perform obligations that are not undisputed payments are outstanding for 90 days
cured within 30 days of written notice or work is suspended for 120 days.
Parent Company Guarantee Parent Company or Corporate Guarantee for all Parent Company Guarantee (CAF USA) Parent Company Guarantee (Veolia) – not yet
HRT JV members Liquidated Damages $500 per vehicle/day up to completed
$50M Performance Incentive $40M for delayed vehicle acceptance Performance & Payment Bonds
Liquidated Damages of $40k/day, up to LD Performance Security (reimbursed by METRO)
$10M/Corridor Limitation of Liability (15% of Price)
)
Limitation of Liabilities (15% D-B Price)
Interface Agreement:
A structure for the parties’ mutual obligations of cooperation and also mechanism for the administration and determination of any interaction and/or conflict among the respective work of the Primary Contractors.
It is intended to effect rational, economic and timely solutions to any conflict arising in connection with the delivery of the Project by the Primary Contractors
draft v5 Total Procurement Support Services

4‐Corridor Facility Provider
DRAFT Lessons Learned Summary Matrix

STAKEHOLDER
FAIR / MANAGEMENT / 3RD OPERATIONAL DEVELOPMENT
DEGREE OF ACT IN OWNER’S RISK / SCOPE DEGREE OF SMALL BUSINESS VALUE
COMPETITIVE PARTIES OWNERSHIP AND PROCESS
COMPETITION INTEREST ALLOCATION UNCERTAINTY ENGAGEMENT ENGINEERING
PRICING Politics / SYSTEM VIABILITY ALIGNMENT
Agreements / Feds
BUSINESS Scale of project and scope Use of qualifications based Contracts seek to give Sought high degree of risk Low level of design When RFP was issued Structure did not include Low level of initial design Impact of consultant as Waiting costs were
of services significantly procurement means that contractors incentives to transfer in original allowed METRO to give METRO hadn’t yet opportunity for small and target price O&M representation significant owner payment
MODEL limited number of price is subject to manage risk procurement, and selection proposers significant negotiated agreements business primes component of DB contracts subject to review. of proposal costs
proposers negotiations – next of FP team for detailed leeway to propose with stakeholders. provides opportunity for
procurement should seek negotiations gave latitude alternatives. Agreements were in place value engineering, but
The contractual
other best practice for some to be negotiated at the end of the initial incentives appear
arrangements are set up to
examples back Marketplace not sufficiently phase. This created insufficient. result in an integrated
uncertainty.
mature to take full achievement of Revenue
Once selected, the DB The FP team didn’t have advantage of the Ready, but METRO bears
Contractor developed an an incentive to share risk, opportunities offered by Scope of utility work more completion risk than
early view of the project so METRO was drawn into METRO. remains uncertain despite an owner would on a
costs, and did not work areas of joint risk, and the agreements with the European PPP
proactively with METRO in each contractor took more utility owners, and DB
WGI proposed use of LRT,
early negotiations to individual risk perception of risks relating
resulting in METRO
reduce costs decision to convert to LRT. to utility work is high. DB
has not taken appropriate
This came at a a high
steps to reduce the risk.
cost.
Utility work represents a
significant portion of the
Finance scheme proposed allowances.
by WGI required significant
investment of resources
and time and ultimately Federal process extended
longer than anticipated.
proved impracticable.
Participation in Penta P
program proved less
beneficial than anticipated.
CONTRACT Mechanism to challenge / Incentives don’t seem to Multiple changes in scope Scope of project in flux No METRO oversight of DB incentive to address life 5+7+5+5 term vs.
rd
negotiate conversion of align with owner goals and contract structure during initial phase. community outreach or 3 cycle cost in design of termination mechanism
(STRUCTURE allowances (open book made it difficult to get a Insufficient project party interaction in DA. project is based on Facility
AND T&Cs) and book structure) has handle on the project risks definition at end of initial Provider’s equity interest in
proven very difficult. and determine how best to phase to obtain fixed price. the OM Contractor—but
manage those risks. This resulted in large that does not appear to
allowances have provided sufficient
incentive.
The DB and VS contracts
have ‘typical’ turnkey risk
allocations, with strong [The independent
warranty provisions. engineer is in the
The DB Contract provides documents due to the
relief for a range of 3
rd possibility that private
party events and financing may be re-
subsurface conditions introduced into the project.]
CONTRACTOR US market is “immature” Application of G&A and fee Contractor not responsive US market immaturity; risk Disconnect between Primes have not embraced Streetcar experience is Perception that contractors
regarding this complex markups didn’t facilitate to incentives pricing, the selected DB contractor view and spirit of SBE program (i.e., limited in existing FP, and “took advantage” of waiting
contract model. In deduction along with and FP contractor were METRO’S intent regarding little meaningful hence the understanding of costs
particular, US firms are removed direct costs experienced in the interface with local participation even when the difference between
reluctant to take on O&M ‘traditional’ DBB risk governments and officials value is met) streetcar operation and
responsibilities which led to models, and were less other rail transit operation
use of separate contracts willing to accept broader is limited – this may impact
for DB and OM and program level performance overall system operation
reducing the DB’s and delivery risks
incentives to account for
OM in design and
construction of the project.

Draft v4 – 1/27/2010 Total Procurement Support Services (University)
4-Corridor Facility Provider Procurement Summary
Pre-Qualify Bid & Negotiate Negotiate

RFQ RFP
FP Evaluation Phase 1 Phase 2
• DBOM under • Qualifications • Terms & • Confidential & • Direct • Direct

Hybrid Delivery Based Conditions Secure negotiations negotiations
Structure
Law (total
• Experience in the • Design/Build to • Responsiveness, • All aspects of the • All aspects of the
solution)
Development of Budget. Pass/Fail, Terms & Terms &
• RFP allowed for Guided Rapid Technology Technical Conditions Conditions
Exceptions Transit Innovations. Review & discussed discussed
Schedule Scoring
• Open to Various • O&M experience
Incentives
Technologies not tested
• Industry • Structured • Draft RFP • Technical

meetings to Evaluation followed by Subcommittees –
Process
outline project & Workshops with Commercial, Mgt

• Post RFQ each Bidder & Tech, Ops &
set expectations
Briefing Maint, Cost &
• Webinars for • 6 week bid turn-
• 1 month turn- Value Added
SB/DBE program around
around
• Extremely Low • Org & PM • Proposal • Value-added

Levels of Design included included
Considerations
• Financial innovation in cost

Personnel,
• New HB2300 Capacity & schedule,
Stakeholder
Law quality, risk
• Qualifications Outreach,
• New SB/DBE Technical share, SBE,
• Record of community
Program Solution, O&M,
Performance outreach &
Price
• Project stakeholder
Understanding management
v2 (1/27/2010) Total Procurement Support Services (University)

Expanse of Contract Structures
Hybrid Design
Single Multiple
BOOT/BOT Model Alliance Build CM @ Risk
D-B-B D-B-B
D-BOM (DB)
Long Term Duration of Procurement Short Term

Typical Agency
High Early Involvement of Contractors & Operators Low

Roles & Risks
Low Agency Control High
Performance Specifications & Scope Definition Prescriptive
Quasi-Owner Incentive to Act like the Owner Contractor Mentality
Low Potential for Claims High
Yes Single Point of Responsibility No
Small number of qualified Substantial number of qualified Largest number of competitors

Outcomes
competitors competitors (bonding constraints) Lowest initial construction cost

Typical
Greatest ability to optimize life Ability to benefit from value engineering Lower degree of confidence in
cycle cost High degree of confidence in schedule schedule and overall price (claims,
High degree of confidence in and price for construction multiple party interface risk)
schedule and price across lifecycle
QBS, value based Flexible & varied procurement options Low Bid for Construction (open
Selection
Process
Complex pricing options Flexible and conventional payment options bidding, no negotiations)
Broad ability to incentivize Reasonable ability to include targeted Fixed Price
across lifecycle incentives No meaningful ability to
Early price guarantee (subject Early price quarantine depends on incentives
to Allowances) procurement approach and use of No early price guarantees
Allowances

Region of York Quick Start Bus-RT System – Case Study
Owner (O) Region of York, Ontario

Project Quick Start bus-RT system; dedicated running ways; queue-jumper lanes;
integrated traffic signaling; significant utility relocation
Project begins in 2002
$100M
Funding 1/3 by Region of York, 1/3 Province of Ontario, 1/3 Govt of Canada
Stage 1 Contractor YC2002, an 8-party unincorporated JV (the Consortium)
• DMJM-Harris (AECOM) as lead – Frank Wilson, Sally Perrin
• IBI Group (transportation consulting)
• Delcan (Canadian engineering)
• Kiewit
• Ellis-Don
• Siemens-Canada
• Eris Bus (bus supply)
• ATC Vancom (operations)
+ Nordbank
Stage 1 Contract Quality-based competitive selection – “Come up with what ideas you’ve got”
– O selected the party it felt was best capable to take O through to
implementation
Procurement was like a performance statement, based on good solutions &
little pricing; built around a Business Plan and a Going-Forward Agreement
which established philosophies, principles & policies
Stage 1 work was paid as Cost-plus to a GMP
Stage 1 deliverable was the statement of scope for Stage 2
ATC involved in DB scoping as surrogate for future operator
Stage 1 contract twice Amended & Restated, with GMP renegotiated each time
Stage 2 Contractors
DB negotiated DB Contractor: Kiewit + Ellis-Don selected
Design team consultants (DMJM, IBI, Delcan) as subs to DB Contractor
Buses competed Eris Bus competes for bus supply; not selected
O&M competed ATC Vancom competes for O&M; ATC not selected; Veolia selected
DB Selection DB not bid – went to “Cost Confidence” process for independent review and
transparency
DB contract terms fully negotiated before pricing negotiation
Design 30% complete
Risk allocation: O did not want to see large risk contingencies included
(buried) in the DB price, so DB Contractor was “de-risked” in the contract;
most risk to O, some to DB Contractor
Incentives: DB contract is Cost-Reimbursable with a GMP, with a cost-sharing
provision of 65% to O, 35% to DB Contractor
v5 (1/27/2010) 1
Region of York Quick Start Bus-RT System – Case Study
Cost Confidence O and DB Contractor jointly select a 3rd Party Independent Cost Estimator
Process (ICE)
Also select a Panel of Experts
DB Contractor develops project cost estimate; ICE develops an independent
cost estimate; estimates include “bricks & mortar”, cost of risk & contingency,
and soft costs
DB estimate is completely open-book; the DB Contractor “laid their heart on
the table” – all cost build-up was available to O, and was picked through on a
line-by-line basis for comparison with the ICE estimate
Price analysis:
• If DB estimate is within 8.5% of ICE estimate, then DB Contractor has the job
• If DB estimate is <ICE estimate, DB Contractor has the opportunity to
reconcile (increase estimate)
• If DB estimate is < or = to ICE estimate, contract awarded
• If DB estimate is >ICE estimate but still within 8.5% range acting reasonably,
parties to meet and reconcile, and contract awarded
• If differences cannot be reconciled, then matter is referred to the Panel of
Experts for review and reconciliation and award, with the Panel of Expert’s
estimate becoming the GMP
If not agreed, then one opportunity for a “best & final” offer, then Region may
competitively bid the work
Subsequent Stages Region of York controlled process through Stage 2, with Province and national
government in a passive role
Province of Ontario is now more actively involved, and has created
Metrolinks, charged with being the integrator for the Metro Toronto area
Contract is being recut; the ICE is now more aligned with O than independent
Smaller packages being required, so that 66.6% of project can be competitively
bid
Metrolinks is making changes to the risk apportionment, which is driving up
the price
Benefits of Co-location O acquired office space, and made it available to the Consortium
Mary Frances Turner had the office next to Sally Perrin, which resulted in
highly cooperative delivery
At the end of Stage 1, not all elements of the Work Program had been done,
but several extras had; this was acknowledged in the next Work Program, with
the work rolled into the Stage 2 scope, and no amendment of Stage 1 pricing;
this was done on an informal and cooperative working arrangement.
v5 (1/27/2010) 2
Dulles Corridor Metrorail Project Case Study
(Phase 1)
Owner (O) Metropolitan Washington Airports Authority (MWAA)

Project 23 mile extension of WMATA to create new Silver Line running from West
Falls Church, VA to Dulles Airport.
Phase 1 ($3.1 billion):
11.2 miles from West Falls Church to Wiehle Avenue (Reston)
5 Stations & Facilities; 2 Tunnels; 9 Bridges and Aerial Structures
Phase 2 ($2.5 billion): 13 miles from Wiehle to Airport
Project commenced in 2004
Funding for Phase 1:
$900 million from FTA
$450 million from Fairfax Tax District
$1.25 million from Dulles Toll Road
$570 million from MWAA financing
Contracting Parties Dulles Transit Partners, LLC, consisting of Bechtel Infrastructure and
Washington Group International.
Procurement Process Project developed under the Commonwealth of Virginia’s Public Private
Transportation Act (PPTA). The PPTA allowed an entity to submit an
unsolicited proposal and then negotiate a contract with the Commonwealth.
PPTA is exempted from standard procurement statute.
Contractual 1998 – Unsolicited proposal submitted by predecessor to DTP
Chronology 2004 – Comprehensive Agreement (CA) between Commonwealth of Virginia
and DTP. The CA established DTP's role on the Project relative to Preliminary
Engineering and development services for the Project, and required it to
furnish a fixed price proposal for Phases 1 and 2 of the Project.
2006 – Commonwealth of Virginia transferred the Dulles Toll Road and
assigned the CA to MWAA.
2007 – MWAA and DTP enter into a Design-Build Contract. They also
modified the CA to allow DTP to perform ROW and Utility Relocation (U/R)
work on a cost-plus basis.
2007-8 – Series of Limited Notices to Proceed for U/R, ROW and design
development.
2008 – Amended and restated DB contract to account for delays in full NTP.
2009 – FFGA and Full NTP.
Key Features of the 1. PE Services – DTP was obligated to perform them for both Phase 1 and
CA 2, with appropriate reviews by MWAA/the Commonwealth of Virginia, using
WMATA design standards and other specified criteria.
2. Development Services – DTP was to support financing, permitting,
ROW acquisition, and other development work on the Project. This work was
performed in accordance with task orders. In essence, this is a "catch-all" for
work that needs to be done in support of the Project, with funding and other
requirements established as appropriate. As noted above, this flexibility was
used to support the utility relocation and ROW for the Design-Build Contract.
3. Fixed Price Design-Build Proposals – DTP was obligated to submit,
and MWAA and DTP were obligated to negotiate, a fixed price design-build
V5 (1/27/2010) 1
(Phase 1)
contract for Phase 1. Upon the request of MWAA, DTP is to submit a fixed
price proposal for the design-build contract for Phase 2.
4. Pricing Documents – The quality of the price proposal was defined in
the CA and was the predicate for open-book negotiations. The Pricing
Documents were considered to be trade secrets and proprietary, and exempt
from public disclosure. They remain in escrow until well after the work is
completed.
5. Cost Deferral – DTP agreed to defer $15 million of PE for Phases 1 and
2, and the Phase 1 Development costs. It also agreed to defer $10 million for
Phase 2 Development costs.
6. Incentives – DTP was entitled to an incentive of up to $8 million if it
submitted a Phase 1 fixed price proposal within certain time periods. It was
also entitled to an incentive of up to $7 million if it executed a Phase 1 design-
build contract within certain time periods. Both incentives are based on $1
million for 30-day increments, and were largely achieved.
Key Features of the 1. Contract Price – $1.6 billion, with typical rights to increase and
Design-Build Contract decrease for changes to Work.
2. U/R and ROW – Performed under the CA on a cost-plus basis, with
an estimated cost of approximately $135 million.
3. Indexed Commodity Prices – Certain market-sensitive commodities
are subject to upward and downward adjustments based on PPI indices, with
no markups associated with such adjustments.
4. Allowance Items – Certain work was viewed as being too difficult to
price effectively at the time of contract negotiations. This was due to the
uncertainty of starting the work, plus a “super-heated” economy that
suggested pricing was inflated. It was agreed that this work would be
competitively bid through a transparent procurement process, with MWAA
having substantial involvement in process. The value of the Allowance Items
was approximately $600 million.
5. Financial Backstops – $250 million in performance and payment
bonds, coupled with 100% corporate guarantees from DTP's member parents.
6. Insurance and Indemnity – Broad Contractor Controlled Insurance
Program, with MWAA, WMATA, and others as additional named insureds
and indemnified by DTP.
7. Effect of CA – The Contract gives MWAA the right to conduct the
Phase 2 procurement in the manner it chooses, and DTP had no rights or
expectancy to Phase 2 design-build work.
Significant Risks 1. Increase in Contract Price for Allowance Items and Escalation. This
was a market-based risk assumed by MWAA.
2. Differing Site Conditions (DSC) – Standard DSC clause, with $12
million of shared responsibility between DTP and MWAA.
3. Project Delays – Standard time extension clause, although there are
strict notice and causation requirements, as well as a robust project control
requirements.
4. Compensation to MWAA for DTP Delays – $60 million in potential
Liquidated Damages, ramping up from $25,000 to $100,000 per day (over 18
months of coverage for delay available).
V5 (1/27/2010) 2
(Phase 1)
5. Compensation to DTP for MWAA-Responsible Delays – To be eligible

for compensation, DTP must demonstrate that MWAA-responsible delay is
sole delay to critical path. Contract includes 45 days of non-compensable
Force Majeure delays, and also has additional 30 days of non-compensability if
the delay arises out of utility relocation work.
6. Delayed Final Design NTP – The scheduled date was August 1, 2007,
with each day of delay resulting in an increase in the Contract Price (less items
subject to commodity escalation and the Allowance Items) at the annualized
rate of 4%. This was reconciled through the amended and restated design-
build contract.
7. Delayed Full NTP – The scheduled date was February 15, 2008, with
each day of delay resulting in the same rate of increase as with Final Design
NTP.
8. 3rd Party Delays and Performance – MWAA responsible for actions of
third parties (e.g., WMATA, Fairfax).
9. Liability limitations – 2 year warranty period, one year "evergreen"
and 5 years coverage for latent defects. $500 million total aggregate liability
cap, with some standard exceptions. DTP's liability extinguishes after 5 years
from Substantial Completion, with some standard exceptions.
10. Capital Reserve Account. FTA required MWAA to identify funding
sources for a $200 million Capital Reserve Account (“CAPRA”), to ensure that
sufficient funds would be available to cover risks on the Project in the event
that Project cost exceeded allocated and unallocated contingency levels. DTP
ultimately contributed $20 million to the CAPRA and its share was to be taken
pari passu with the balance of the CAPRA.
Miscellaneous Points 1. Cost validation of DTP’s estimate. MWAA retained STV Engineers to
perform this.
2. Delays in the funding and FFGA made planning for DTP’s level of
resources difficult. The CA work on U/R and ROW proceeded with
reasonable ease, but the level of design development and carrying the DTP
design personnel forward was a challenge.
3. The Allowance concept was used because the original price offered by
DTP was deemed excessive for certain subcontracted items. A benefit that was
ultimately realized was that by going to a competitive procurement for the
allowances, MWAA was able to deal with the political issues of having
transparency and smaller contractor participation.
V5 (1/27/2010) 3
Project Alliance Case Study
Owner (O) Australian government agency

Alliance Contractor JV of engineer & constructor
(AC)
Project Water or wastewater projects
Selection process
• 2-stage selection O issues RFQ
O selects qualified proposers for short-list
O issues RFP to short list with design criteria (30% design), and O’s budget & schedule
expectations – technical requirements, delivery method; unpriced proposals
• 2-phase delivery O selects preferred provider using quality-based selection (QBS) for 2-phase delivery
• Phase 1 = Project scoping, detailed engineering, & TOC development
• Phase 2 = Works delivery (procurement, construction, commissioning, initial ops)
Governance
• Executive Specified Managing Directors of O and AC
Committee Alliance Leadership Group (ALG)
• Management Alliance Project Management Team (APMT)
Total Outturn Cost TBD on a project basis during Phase 1, as basis for Phase 2 project delivery
(TOC) Developed on AC’s “business as usual” basis
(or Target Cost Includes a calculated risk of cost changes, based on Monte Carlo analysis of Net Risk &
Estimate) Opportunity – this sets the “material level of risk”
Scope Change Contingency amounts are held by O; no “Management Reserve” held by
AC or an AC member company
Alliance Principles Alliance Leadership Group (ALG)
• All parties equally represented (2 senior managers each; led by O’s Alliance
Project Manager)
• Unanimous decisions; if not, refer to a Technical Expert or the Executive
Committee within 7 days
o Technical Expert selected by ALG; costs are a Direct Cost
• Monthly meetings
• Set strategy
• Review performance by O and AC of their respective obligations
• Review performance of all parties against goals in Alliance Principles
• Decisions on matters referred by APMT, including changes and impacts
• Establish and review continuing appropriateness of Key Performance Indicators
(KPI’s)
Alliance Project Management Team (APMT)
• All parties equally represented (3 project leaders each; O rep as Alliance Leader)
• Unanimous decisions; if not, refer to ALG within 7 days
• Weekly meetings, monthly reports
• Manage the delivery of the Works & performance of Ops Services
• Budgets, plans & schedules to achieve performance within TOC
• Safety plan
• Manage changes & impacts (no adjustment to Project Brief, TOC, Target Date, or
KPI’s for a Change which is not a Scope Change)
• Monitor performance against KPI’s
• Resolve issues & differences
Alliance Principles to be developed & agreed by ALG at the Foundation Workshop
O and AC agree to conduct all activities for Project in good faith – acting fairly, reasonably
& honestly; not impeding or restricting the other; giving as much weight to the interests of
v5 (1/27/2010) 1
the Project as to their own interests

Parties recognize O’s wider responsibilities
O’s and AC’s personnel work to resolve any differences at their level of Management; if
not, refer up to next level of Management
Project Phases Phase 1 – TOC Development Phase
• AC finalizes scope and TOC (within agreed time and budget); ALG agrees on
TOC; O decides whether to proceed to Works Delivery Phase (Hold Point)
• AC paid for TOC Development; fee is conditional on ALG agreeing to TOC
Phase 2 – Works Delivery Phase
• Liaison with Government Agencies on Approvals
• Design per Project Brief – APMT and AC’s design team work cooperatively;
monthly program updates
• Environmental investigations & assessments; Surveys
• Community engagement per Community Engagement & Stakeholder
Management Plan
• Construction & commissioning per Project Brief and agreed Project Delivery
Documents
• AC develops & manages the Site Cooperative Use Plan for coordinated &
cooperative site access and contractor use
• Safety & environmental protection
(from an example Operations Services Phase
project) • Commissioning + 36 months
Primary O primarily responsible for site access, Approvals, payments, making explicit to AC the
Responsibilities O’s operation requirements, and making appropriate personnel available to the Alliance for
the APMT and ALG
AC primarily responsible for design, construction, performance testing, commissioning,
defects rectification, and Ops performance
• Compliance with Project Brief, Project Delivery Documents, applicable law,
codes & standards, good trade practice; fit for purpose stated in Project Brief;
new, of appropriate quality, and not inherently dangerous or hazardous;
professional standard; and all as required to meet Project Target Dates
• Procurement Management Plan
o “AC must demonstrate to reasonable satisfaction of ALG that prices
obtained from Subcontractors are competitive.”
o Vendors’ warranties: Commissioning + 2 years
• Commissioning Plan for APMT agreement (includes training of O’s O&M
personnel)
• No interference with existing operations
• Continuity of Key Personnel and Important Personnel
Compensation & O engages Alliance Financial Auditor to monitor costs
Payment AC Compensation = Direct Costs + Project Fee ± Project Modifiers
• Project Fee (% of Direct Costs) = Corporate Overhead + Profit
• Project Modifiers = Cost factors (Gainshare/Painshare) + non-cost factors (KPI’s)
v5 (1/27/2010) 2
Quality Pool & KPI’s

Gainshare/Painshare Actual Outturn Cost (AOC) compared to TOC
for project cost Owner costs are estimated for inclusion “below the line” in the Project Alliance AOC, for
performance the purpose of assessing Gainshare/Painshare Adjustment (G/PA)
G/PA mechanism applies to all TOC’s; incentive to all parties to keep Direct Costs down
and deliver value for money, to their joint benefit
“Pain”: If AOC>TOC, then “pain” is shared 50/50 by O and AC, up to maximum of AC’s
total Project Fee
“Gain”: If AOC<TOC, then “gain” is shared on a variable basis:
(from an example • If TOC – AOC < 2.5% of TOC, no gain share
project) • If TOC – AOC > 2.5% and <10%, then 50% gainshare to AC
• If TOC – AOC > 10% and <15%, then 25% gainshare to AC
• Gainshare to AC capped at 5% of TOC
Project Fee may be adjusted for over- or under-payment of Gainshare/Painshare
Gainshare to AC is shared 50/50 to AC member companies
Key Performance ALG sets KPI’s – performance parameters to be monitored & measured to determine
Indicators (KPI’s) on whether the Alliance has achieved superior or inferior results in completing Project
“Quality Pool” model KPI’s to be established for:
for non-cost
performance • Change Management (Human resources change + Business processes change)
• Community Stakeholder Confidence
• Other Community Outcomes
• Reliability of Performance
• Legacy & Internal Stakeholder Satisfaction
Maximum values for Quality Pool:
• Negatives: - 1.5% of Approved TOC
• Positive if no gainshare: + 1.5% of Approved TOC
• Positive if gainshare: + 2.75% of Approved TOC
Completion
Construction When APMT is satisfied that requirements for Construction Completion are met, APMT
Completion recommends to ALG to issue the Project Construction Completion Certificate
ALG issues Certificate, or, AC works with APMT to satisfy ALG concerns
Commissioning Commissioning by AC per Commissioning Plan, in coordination with APMT
Completion Performance Tests; remediation by AC if necessary
When APMT is satisfied that requirements for Commissioning Completion are met, APMT
recommends to ALG to issue the Project Commissioning Completion Certificate
Defects Rectification Commissioning Completion + 2 years; + 1 further year after any rectification
Period Cost of work during Defects Rectification Period is a Direct Cost
Routine maintenance is an O’s cost, not a Direct Cost
Project Completion At the later of (a) end of Defects Rectification Period, or (b) rectification of all Defects, or
(c) end of Operations Services Term, then APMT recommends to ALG to issue the Project
Completion Certificate
v5 (1/27/2010) 3
Liability Management
Cross-Liability No cross-liability among any of the parties
No cross-claims or lawsuits
Liability allocation is jointly shared among all parties on Gainshare/Painshare principles, to
promote collaborative project risk management behavior of all parties
Rectification or reperformance costs are Direct Costs, impacting Gainshare/Painshare
Insurance AC carries Contracts Works Insurance [Builders Risk], Public & Products Liability
(from an example Insurance [CGL], Plant & Equipment Insurance
project; alternative: O Each AC member company carries Professional Indemnity Insurance [E&O] to Project
carries OCIP) Completion + 7 years, Workers’ Comp, Auto Liability
O carries property insurance on New Assets after Commissioning Completion
Liability limits For projects <$100M, AC liability capped at greater of TOC or $50M
(from an example For projects >$100M, AC liability capped at greater of $100M or 50% of TOC
project) Proportionate indemnity for AC liability for 3rd party PI/PD; uninsured costs are a Direct
Cost
AC not liable for O’s Consequential Losses
O indemnifies AC for pre-existing contaminants
Force Majeure No liability for breach of obligations resulting from an event of Force Majeure
“No Disputes” clause 3. No Dispute

(text from an example 3.1 We recognize and agree that the potential for conflict and disputation within traditional
project) contracting relationships is a significant factor restricting the ability to achieve Gamebreaking
Performance in our KRAs [Key Result Areas]. We commit to working cooperatively to identify and
resolve issues to our mutual satisfaction so as to avoid all forms of Dispute in performing our
obligations under our Alliance Agreement.
3.2 We believe that our Alliance, by focusing on our Alliance Principles, Alliance Objectives,
collective responsibility for all risks, and the equitable sharing of risks and rewards reinforces our
commitment to No Dispute.
3.3 We will promptly notify each other of any Dispute or potential Dispute when it arises and, when
the AMT cannot resolve a Dispute, elevate it to the ALT for resolution.
3.4 The ALT will deal with any Dispute on a Best for Project basis in accordance with our Alliance
Agreement so as to reach unanimous resolution. We agree that the ALT, on a Best for Project basis,
may determine whatever action it believes is necessary to achieve unanimous resolution.
3.5 Any act or omission of an Alliance Participant in performing the work under our Alliance
Agreement which:
(a) amounts to a Wilful Default or an Act of Insolvency will give rise to enforceable
obligations at law and/or in equity; or
(b) does not amount to a Wilful Default or an Act of Insolvency will not give rise to any
enforceable obligations at law or in equity;
and we agree to release each other from any effects at law or in equity of any act or omission in
performing our obligations under our Alliance Agreement that do not amount to a Wilful Default or
Act of Insolvency that we may have had but for this No Dispute clause.
v5 (1/27/2010) 4
Multiple-Package Model:
- Advanced Site Work & Utilities
- Rail Infrastructure Delivery METRO
- Operations
- Maintenance
Owner’s Rep
– Value Engineering – System Integration
– Risk Management – Performance Analysis
– Contract Management – Federal Process Oversight
– Cost Confidence – Independent Engineer
– Test Oversight – …
Package 1 Package 2
Vehicles Maintenance &
Advanced Site Rail Infrastructure Operations
(CAF) CARP
Work & Utilities Delivery
Design DB Contract Vehicle Main Street / Structures

Contract (University with Maintenance North
Infrastructure
Uptown Option)
Potential Program East End / South East
Overhead & TPSS
Mgt Contract Potential Maintenance
Option University / Uptown Systems
Multiple Construction
Contracts (geography,
scope & value)
Considerations
• Mentoring or Collaborative • 2-Step DB Selection • Contractual • Up to 3 Potential • Option to link structures

Contract with CofH, (Quals & Price) Relationships if more Operators with bus Maintenance
Private Utilities, METRO • Cost Confidence Process than one Operator to be • May consolidate to one contracts
• CM @ Risk • If Maintenance added, considered Operator over time • Infrastructure (Track),
• Job Order Contracting may use Hybrid • Use Competition as Overhead/TPSS and
• Unit Pricing procurement model Performance Incentive Systems may all be
• Multiple Packages < $50M separate contracts
• Linkage with 4-Corridor
FP

DBOM/Facility Provider Model:
With Advanced Site Work & Utilities METRO
Owner’s Rep
– Value Engineering – Performance Analysis
– Risk Management – Federal Process Oversight
– Contract Management – Independent Engineer
– Cost Confidence – …
Considerations
Possible role for FP • Hybrid procurement model
Facility Provider • Cost Confidence Process
• Firm Fixed Price (subject to
Allowances
Program Mgt:
Rail Infrastructure Vehicles Maintenance &
Advanced Site Operations
Delivery (CAF) CARP
Work & Utilities
Design DB Vehicle University Structures

Contract Responsibility Maintenance
Infrastructure
(University with
Option: Uptown
Multiple Construction Uptown Option) Overhead & TPSS
Contracts (geography, Potential Option: Systems
scope, value) Remaining System
Considerations
• Mentoring or Collaborative • Beyond PE • Contractual • 3 Potential • Infrastructure

contract with CofH, Private • Move quickly to final Relationships if Operators (Track),
Utilities, METRO price more than one • May Consolidate to Overhead/TPSS
• Job Order Contracting • Minimum allowances Operator to be 1 Operator over and Systems may
• Unit Pricing considered Time all be separate sub-
• Multiple Packages < $50M • Use Competition as contracts
Performance • Linkage with 4-
Incentive Corridor Contract?

Message number 1
To: Pauline Higgins
Subject: Open records request Inquiry By John Sedlak
Date: 2/11/2010 6:16:47 AM

1900 Main Street
(713) 652 4305

To: John Sedlak; Jakki Hansen
Cc: Frank Wilson; Joanne Wright
Sent: Thu Feb 11 05:46:21 2010
Jakki: See attached email. Please get with John to respond to his inquiry about open records request
concerning me. Thanks!

1900 Main Street
(713) 652 4305

To: John Sedlak
Cc: Frank Wilson; Joanne Wright; Pauline Higgins
Sent: Thu Feb 11 05:33:39 2010
Subject: Re: Open records request
John:
Regarding your attached email, since the open record request concerns me, ethically, I should not and I am
not handling. I do not recall your asking that a copy be submitted to you or Frank. I recalled your asking how
it was being handled and on my return to my office, I conveyed to Jakki of your inquiry. Had I realized that
you wanted further action, I would have had Jakki talk directly to you as I will have her do this morning.
I do not have a copy of what is being handled on my behalf since I have stayed completely out of the matter.
My being involved in my own open records request would be subject to question and, additionally, would be a
clear conflict of interest.
I have copied Jakki Hansen on this email so that she may confer with you today on this matter.

1900 Main Street
(713) 652 4305
From: John Sedlak

To: Pauline Higgins
Page 1
Sent: Wed Feb 10 20:56:31 2010
Subject: Open records request
Pauline, Yesterday I asked that you provide a copy of the response to the open records request
regarding yourself to Frank Wilson. You stated to me that Jackie Hansen had this, and that you needed
to speak to Frank. I request once again that this be provided to Frank. Thanks, John S.
Page 2
OPERATIONS
STEWART
METRO PROVIDES EXTENSIVE PARATRANSIT SERVICES AS AN ALTERNATIVE
TO PATRONS WITH DISABILITIES WHO ARE NOT ABLE TO USE FIXED-ROUTE
SERVICES. METRO CONTRACTED WITH FIRST TRANSIT IN 2005 TO PROVIDE
THOSE SERVICES, INCLUDING OPERATIONS AND PARATRANSIT VEHICLE
FLEET MAINTENANCE. DUE TO FIRST TRANSIT’S SATISFACTORY
PERFORMANCE UNDER THE CONTRACT AND THE FAVORABLE PRICING THAT
THEY OFFER, METRO STAFF NOW RECOMMENDS THAT THE BOARD
AUTHORIZE A MODIFICATION TO THE CONTRACT WITH FIRST TRANSIT IN
ORDER TO EXTEND THE PERIOD OF PERFORMANCE BY ONE YEAR.
I, THEREFORE, MOVE THAT THE BOARD OF DIRECTORS HEREBY AUTHORIZE
THE PRESIDENT & CEO TO EXECUTE AND DELIVER A MODIFICATION TO
CONTRACT NO. CT0500027 IN ORDER TO EXTEND THE CONTRACT FOR ONE
YEAR, FOR A NEW AMOUNT NOT TO EXCEED $82,324,431.

RESOLUTION NO. 2010-
AUTHORIZING A ONE-YEAR EXTENSION OF THE CONTRACT FOR PARATRANSIT

SERVICE WITH FIRST TRANSIT, INC. THROUGH A MODIFICATION OF CONTRACT
NO. CT0500027 FOR A NEW NOT-TO-EXCEED AMOUNT OF $82,324,431.
WHEREAS, METRO is required by federal law to provide paratransit services to
disabled patrons; and
WHEREAS, METRO contracted with First Transit, Inc. under Resolution No.
2005-35 on April 25, 2005, in order to provide the required paratransit services for an
amount not to exceed $77,922,975; and
WHEREAS, based on First Transit Inc.’s satisfactory performance under the
contract and the favorable pricing involved, METRO staff recommends exercising the
contract option to extend the contract for one year; and
WHEREAS, METRO staff anticipates the expenditures necessary for the
additional year or service will not exceed $4,401,456;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF

THE METROPOLITAN TRANSIT AUTHORITY THAT:
Section 1. The Board of Directors hereby authorizes the President & CEO to
execute and deliver a one-year modification to Contract No. CT0500027 with First
Transit, Inc. for a total contract not-to-exceed amount of $82,324,431.
Section 2. This resolution is effective immediately upon passage.
PASSED this 21st day of January, 2010.

APPROVED this 21st day of January, 2010.
ATTEST:
___________________________ _________________________________
Hilda Montemayor David S. Wolff
Assistant Secretary Chairman of the Board
Message number 1
To: 'GLocke@andrewskurth.com'
Subject: Re: Let's Talk Tomorrow
Date: 2/14/2010 3:01:10 PM
Thanks! I will call you.

1900 Main Street
(713) 652 4305
----- Original Message -----

From: Locke, Gene <GLocke@andrewskurth.com>
To: Pauline Higgins
Sent: Sun Feb 14 11:35:43 2010
Subject: Let's Talk Tomorrow
I want to tell you about my meeting with the Chairman, CEO, Gerald Smith and Congressman Green. It may impact
Thursdays meeting and an executive session discussion. I am in the office on Monday after 9am.
--------------------------
Sent from my BlackBerry Wireless Handheld
you
Page 1
Message number 1
To: 'pauline.e.higgins@gmail.com'
Subject: Fw: Reminder: Gene Locke invited you to join Facebook...
Date: 2/12/2010 5:24:53 AM

1900 Main Street
(713) 652 4305
From: Facebook <update+kjdmu_hj11v_@facebookmail.com>

To: Pauline Higgins
Sent: Thu Feb 11 22:16:06 2010
Subject: Reminder: Gene Locke invited you to join Facebook...
facebook
Hi Pauline, Facebook is free and
The following person invited you to be their friend on Facebook: anyone can join.
Gene Locke Sign Up
Invite sent:
Jul 29, 2009
Other people who have invited you to join Facebook:
Lm Watson John Dietrich

Invite sent: Ahrens
May 9, 2009 Invite sent:
May 30, 2009
Angela Clyde Garrison
Blanchard Invite sent:
Invite sent: Sep 19, 2009
Jun 12, 2009
Anella Spiller
Coleman
Invite sent:
Sep 27, 2009
Facebook is a great place to keep in touch with friends, post photos, videos
and create events. But first you need to join! Sign up today to create a
profile and connect with the people you know.
Thanks,
The Facebook Team
Page 1
Already have an account? Add this email address to your account here.
To sign up for Facebook, follow the link below:
http://www.facebook.com/r.php?re=28eb242c568d1127e00e99b33d166625&mid=1ded334G5af31
0f1c1c3G6dcbadG46;
This message was intended for pauline.e.higgins@ridemetro.org. If you do not wish to receive this type
of email from Facebook in the future, please click here to unsubscribe.
Facebook's offices are located at 1601 S. California Ave., Palo Alto, CA 94304.
Page 2
Message number 1
To: George Smalley
Subject: Thanks! Record Retention
Date: 2/1/2010 3:28:00 PM
George: Thanks for your support in wanting to do what is STATUTORILY right. It is mandatory by
statute. Hope all is well.
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Higgins, Esquire
Page 1
Message number 1
To: 'GLocke@andrewskurth.com'
Subject: Re: A Visit
Date: 1/23/2010 9:46:11 AM
Yes, thanks! Call me this weekend.

1900 Main Street
(713) 652 4305

To: Pauline Higgins
Sent: Thu Jan 21 10:38:29 2010
Subject: A Visit
Would love to take you to lunch. Any available dates?
Confidentiality Notice: The information contained in this e-mail and any attachments to it may be legally
privileged and include confidential information intended only for the recipient(s) identified above. If you
are not one of those intended recipients, you are hereby notified that any dissemination, distribution or
copying of this e-mail or its attachments is strictly prohibited. If you have received this e-mail in error,
please notify the sender of that fact by return e-mail and permanently delete the e-mail and any
attachments to it immediately. Please do not retain, copy or use this e-mail or its attachments for any
purpose, nor disclose all or any part of its contents to any other person. Thank you
Treasury Circular 230 Disclosure: Any tax advice in this e-mail (including any attachment) is not intended
or written to be used, and cannot be used, by any person, for the purpose of avoiding penalties that may
be imposed on the person. If this e-mail is used or referred to in connection with the promoting or
marketing of any transaction(s) or matter(s), it should be construed as written to support the promoting
or marketing of the transaction(s) or matter(s), and the taxpayer should seek advice based on the
taxpayer's particular circumstances from an independent tax advisor.
Page 1
Message number 1
Subject: Re: TPIA MTA NO. 2010-0104: Lloyd E. Kelley
Date: 2/6/2010 7:49:57 AM
This one is more than Hao Le. It includes Jakki and, I have reflected, and we may need Paula to sign the
letter too since she is receiving and reviewing the records. I will make a final decision and advise.

1900 Main Street
(713) 652 4305

To: M. Helen Cavazos; Erik Oistad; Louise Richman; Hilda Montemayor
Cc: Frank Wilson; Joanne Wright; Pauline Higgins; Jakki Hansen; Hao Le; C. Gibson; Matthew Wright; Gregory
Williams; George Smalley; Norma Rodriguez; Adriana Moreno
Sent: Wed Jan 27 11:35:44 2010
Subject: TPIA MTA NO. 2010-0104: Lloyd E. Kelley
Please see attached TPIA request. Please review and begin compiling the responsive information.
Please forward the information to my attention by no later than February 3, 2010.
RA: Hao Le
Thank you.
Jacqueline Hojem
713-739-4071
Page 1
Message number 1
To: 'Locke, Gene'
Subject: RE: Cassie's Transition
Date: 2/3/2010 5:50:00 PM
I WILL CALL YOU TODAY. IT IS IMPORTANT. POLITICS!
_______________

1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
From: Locke, Gene [mailto:GLocke@andrewskurth.com]
To: Pauline Higgins
Subject: RE: Cassie's Transition
Hi. Just returned your call. I left a message with your assistant. I
am in the office, but getting ready for a 4 pm meeting. I am available
by cell after 6 pm today or tomorrow between 8:30-9:30 or after 12 noon.
To: Locke, Gene
Subject: Cassie's Transition
We need to discuss. How long are you in the office today? I need to talk
to you. Thanks! Pauline
1900 Main Street
(713) 652 4305
Page 1
you
Page 2
Message number 1
To: Locke, Gene
Date: 2/19/2010 10:32:00 AM
Gene: Please note the attached.
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
HYPERLINK
"mailto:pauline.e.higgins@ridemetro.org"pauline.e.higgins@ridemetro.org
As required by US Treasury Regulations, this communication is not intended or

written to be used, and cannot be used, by any person for the purpose of
avoiding penalties that may be imposed under US tax laws. Further, the
information contained in this message is Attorney/Client privileged and
confidential. If you have received this message in error, please delete it.
This message does not reflect any intent by the sender or the sender's client
to make any agreement by electronic means or to constitute an electronic
signature.
Higgins, Esquire

To: Frank Wilson; Pauline Higgins
Cc: John Sedlak; Joanne Wright; 'rhardin@rustyhardin.com'
Importance: High
Page 1
Frank: I do not like what you have done to me (and my remaining OGC staff),
what you have already done, and are currently doing, to subvert, misrepresent
(including what transpired today in Executive Session regarding your knowledge
of METROPLEXCORE), and undermine the Office of the General Counsel, which is
here to protect the best interest of the Authority, the client.
Further, in light of all that is transpiring to disrespect me, humiliate,

defame, slander, investigate (by your “employee” advocate), and libel me and
my reputation through unsavory actions, all of which have been and are
currently taking place behind my back, I have retained Rusty Hardin as my
personal legal counsel to advise me through these witch hunts. Mr. Hardin is
copied on this email. I will be happy to discuss the two emails that you
presented to me today in the presence of my legal counsel, Mr. Hardin. I am
experiencing, and this is, a hostile and discriminatory work environment.
Pauline
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
HYPERLINK

signature.
Page 2
Higgins, Esquire
Page 3
Message number 1
To: Jakki Hansen
Subject: RE: greg not answering Janet’s call from her personal cell
Date: 2/19/2010 10:12:00 AM
Tragic!
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Higgins, Esquire
From: Jakki Hansen
Sent: Friday, February 19, 2010 9:45 AM
To: Pauline Higgins
Subject:
greg not answering janet's call from her personal cell
You might want to have tas call from her cell phone. Don’t think he will answer for anyone else.
Jakki A. Hansen
Tel: 713-739-3755
Fax: 713-739-4699
**************************************************************
Page 1
Message number 1
To: Pauline Higgins <Pauline Higgins>
Subject: Gregory Williams
Date: 1/23/2010 6:22:05 PM

1900 Main Street
(713) 652 4305

To: Joanne Wright; M. Helen Cavazos
Cc: Jakki Hansen
Sent: Sat Jan 23 18:19:19 2010
Subject: Gregory Williams
Dear Joanne: Since Nicole Montgomery , who handled contracts and Procurement legal matters, in addition to Greg,
has not been replaced, Gregory Williams has expressed to me that he should receive more compensation.
Normally, we have two attys, a paralegal, and a legal assistant to cover all the transactional and Procurement legal
work for the Authority. Due to the two open and unfilled positions of contract, transactional, and Procurement
attorney and legal assistant, we have Greg and one paralegal covering the entire Authority.
I would like to visit on this matter and Greg's request on Monday.
Please let me know when you are available.
Thanks!

1900 Main Street
(713) 652 4305
Page 1
Message number 1
From: M. Helen Cavazos
Subject: FW: TPIA Information
Date: 1/25/2010 3:00:07 PM

image001.jpg
Attached is an email received from Harry Wright Jr. from Bracewell & Giuliani LLP following a
telephone request for a copy of Pauline’s personnel file. We do not know how he got Rachel’s name
and phone number. As you can see, he also copied Jakki Hansen.
He initially contacted Rachel by telephone and he mentioned that he was working on METRO’s behalf for an
“Open Records Request” and needed this by tomorrow (Tuesday, January 26th). We, of course, do not
provide information unless we receive the formal request with a copy of the TPIA document from Legal.
Are you familiar with this situation?

Thanks!
M. Helen Cavazos
Vice President/Human Resources & Diversity
METRO of Harris County, TX
1900 Main Street - Suite 6001
Houston, TX 77002
Phone: 713 739 4800
Fax: 713 758 7835
mhcavazos@ridemetro.org
From: Rachel Zapien
To: M. Helen Cavazos
Subject: FW: TPIA Inormation
From: Wright, Harry [mailto:Harry.Wright@bgllp.com]
Sent: Monday, January 25, 2010 10:04 AM
To: Rachel Zapien
Cc: Jakki Hansen
Subject: TPIA Inormation
Below please find my contact information as you requested. If you have any additional questions regarding
the information I need please give me a call.
Harry F. Wright, Jr. | Associate | Bracewell & Giuliani LLP
711 Louisiana Street, Suite 2300 | Houston, Texas | 77002-2781
T: 713.221.1346 | F: 713.437.5348
harry.wright@bgllp.com | www.bgllp.com/hwright | www.bgllp.com
CONFIDENTIALITY STATEMENT
This message is sent by a law firm and may contain information that is privileged or confidential. If you
received this transmission in error, please notify the sender by reply e-mail and delete the message and any
attachments.
IRS CIRCULAR 230 DISCLOSURE
As required by United States Treasury Regulations, you should be aware that this communication is not
intended or written by the sender to be used, and it cannot be used, by any recipient for the purpose of
avoiding penalties that may be imposed on the recipient under United States federal tax laws.
Bracewell & Giuliani LLP
Page 1
Message number 1
To: 'Wiginton, Jo - LGL'
Subject: RE: TPIA MTA NO. 2010-0016: Jo Wiginton
Date: 2/17/2010 5:34:00 PM
Call me anytime! It is about partnership and collaboration. Sincerely, Pauline

_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Higgins, Esquire
From: Wiginton, Jo - LGL [mailto:Jo.Wiginton@cityofhouston.net]
To: Pauline Higgins
Cc: Michel, Arturo - LGL
Subject:
RE: TPIA MTA NO. 2010-0016: Jo Wiginton
Yes, thank you; she called today. I told her that we had obtained electronic copies from the other
participating entities already, but that it would be good to have hard copies of the originals from Metro.
She is going to mail them to us.
Jo Wiginton
If you would like to receive periodic emails from Mayor Annise D. Parker and the City of Houston on
topics of interest to you and your neighborhood, please go to http://www.houstontx.gov and register with
CitizensNet.
To: 'Wiginton, Jo - LGL'
Subject: RE: TPIA MTA NO. 2010-0016: Jo Wiginton
Did you hear from Jackie Hojem? If not, call her at 714-739-4071. Please let me know. Thanks.
Pauline
_______________
Page 1
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
Higgins, Esquire
Sent: Wednesday, February 17, 2010 11:34 AM
To: Pauline Higgins
Cc: Griffin, Josephine - LGL; Michel, Arturo - LGL
Subject:
FW: TPIA MTA NO. 2010-0016: Jo Wiginton
Attached is our February 3 Public Information request to Metro for the Harris County, Humble and
Kate general mobility agreements. Also attached is Metro’s acknowledgement of receipt and promise
that they will respond in some way by February 17.
As of today, I have not received any documents from Metro. I did manage to obtain copies of the
Harris County and City of Humble agreements from the Harris County Attorney’s office and the city of
Humble. I do not have a copy of the Katy agreement.
Jo Wiginton
Confidential/Privileged
If you would like to receive periodic emails from Mayor Annise D. Parker and the City of Houston on
topics of interest to you and your neighborhood, please go to http://www.houstontx.gov and register with
CitizensNet.
From: Open Records Requests [mailto:openrecordsrequest@ridemetro.org]
Sent: Tuesday, February 09, 2010 3:53 PM
To: 'Jo.wiginton@cityofhouston.net'
Subject: TPIA MTA NO. 2010-0016: Jo Wiginton
Please see attached confirmation of receipt of your TPIA request.
Page 2
PROCUREMENT & MATERIALS DEPARTMENT MEETING
Board Room
January 26, 2010
2:00 P.M.
AGENDA
I. Message from our Sr. Vice President
II. Process Improvements (Change is Constant)
III. Status of Departmental Goals for FY10

Message number 1
To: David Couch
Subject:
Date: 2/3/2010 8:05:06 PM
Watch your back! At least you know where I stand even though you may not like me or my position. I am not here for
a popularity contest. I get my love from friends and family. PEH'S RULE OF INTEGRITY: I NEVER go behind the back
of a colleague. It is destructive!
Good night.
1900 Main Street
(713) 652 4305
Page 1
Message number 1
To: Jakki Hansen
Subject: IMPORTANT: Open Records Request Re FJW By Lloyd Kelley Being Handled
By Paula Alexander, VP, Corporate Development Per FJW's Request
Date: 2/6/2010 7:12:39 AM
Jakki: Please see me Monday regarding the handling of the TPIA that was sent for FJW, et al, the handling with Paula
Alexander as the coordinator and reviewer of the requested records, and the style for the drafting of the letter, and our
review process since the handling of this not the norm.
Our meeting on this matter Monday is necessary and urgent!
Thanks!

1900 Main Street
(713) 652 4305
Page 1
Message number 1
To: Jakki Hansen
Subject: Matt versus Jakki in FTA Mtg.
Date: 2/11/2010 10:03:18 AM
I give up:)! Ouch, enuff licks from Jakki! Okay re Matt if you lecture him re notes and attention. Need a good transition
from meeting, from you to Matt so that we do not look disorganized. Thx!
1900 Main Street
(713) 652 4305

From: Jakki Hansen
To: Pauline Higgins
Sent: Thu Feb 11 09:42:09 2010
Subject: Re: Resolutions and Speeches
I also have to get the letter agrmt for TCH done. Matt can take notes just as well as I. Are you sure he cannot cover?
Jakki A. Hansen
Asst. General Counsel
Metropolitan Transit Authority of Harris County
1900 Main Street
713-739-3755 Office
713-739-4699 Fax

To: Jakki Hansen
Sent: Thu Feb 11 09:37:08 2010
I have premonition and I listen to my spirit!

1900 Main Street
(713) 652 4305

From: Jakki Hansen
To: Pauline Higgins
Sent: Thu Feb 11 09:03:10 2010
Hilda hasn't asked for them. My target is to have them to her COB friday. There are only 3 resolutions and minutes
won't take long.
Jakki A. Hansen
1900 Main Street
713-739-3755 Office
713-739-4699 Fax
Page 1
To: Jakki Hansen
Sent: Wed Feb 10 18:42:04 2010
Subject: Resolutions and Speeches
Can I get the resolutions and speeches tomorrow? When are they due to Hilda? When are the books going to the
board member? And, let's talk tomorrow about Friday.
Thanks!

1900 Main Street
(713) 652 4305
Page 2
Message number 1
To: Gregory Williams
Subject: Waiver of Prof Ins: Lobbyist contract
Date: 1/22/2010 1:43:53 PM

1900 Main Street
(713) 652 4305
From: Tim Kriner

To: Thomas Jasien; Pauline Higgins
Cc: Joan Lynch
Sent: Fri Jan 22 13:25:55 2010
Subject: Lobbyist contract
Joan told me of her telephone conversation with Tom. She wasn’t able to answer some of the question
that popped into my head. Accordingly, I can’t agree to waive insurance requirements. We you know
that the lobbyist you are considering doesn’t already purchase insurance? Why would we want to do
business with a lobbyist that doesn’t already carry insurance?
Tim R. Kriner
Dir. of
Risk Management
Page 1
Message number 1
To: Darrell Burtner; David Couch; Bryan Pennington
Subject: RE: Luncheon with TCEQ Commissioner Carlos Rubinstein
Date: 1/28/2010 5:24:00 PM

image001.jpg
image002.jpg
image003.jpg
image004.jpg
image005.jpg
I will. They are working on it and they can include in their bill. That is the way that I handle these matters
before. Will advise. thanks.
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Higgins, Esquire
From: Darrell Burtner
To: Pauline Higgins; David Couch; Bryan Pennington
Subject:
RE: Luncheon with TCEQ Commissioner Carlos Rubinstein
Thanks Pauline.
Please let Thompson and Knight know that we will pay for this ourselves. Either, we can cut them a
check, or I suppose they can bill us in their next invoice. But, we do not want them paying for it.
Alternatively, I know Malcolm Pirnie is a member as well and attends these things on a regular basis. If
necessary, I can get a ticket from them and just have them include it in their next invoice to us.
We have plenty of time. Let me know what TK says first …
Thanks – Darrell
_________________
Darrell W. Burtner

Page 1
To: Darrell Burtner; David Couch; Bryan Pennington
Subject:
Darrell, I am working on getting you a ticket. Stay in touch. Pauline
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
Higgins, Esquire
To: David Couch; Bryan Pennington; Pauline Higgins
Subject:
Gee thanks guys … J
Seriously … not a problem. I will be happy to attend. It may give me an opportunity to brag on some
of their guys who have been doing a great job for us.
_________________
Darrell W. Burtner
From: David Couch

Sent: Wednesday, January 27, 2010 6:56 PM
To: Bryan Pennington; Pauline Higgins; Darrell Burtner
Subject:
Bryan,
I agree Darrell should attend.
Dave
From: Bryan Pennington
To: Pauline Higgins; Darrell Burtner; David Couch
Subject:
Tks Pauline. Dave, if we can swing it, I would suggest that Darrell gives his best suit a run out? bryan
To: Darrell Burtner; David Couch; Bryan Pennington; 'Deatherage, Scott D.'
Page 2
Subject:
Luncheon with TCEQ Commissioner Carlos Rubinstein
_______________
1900 Main Street
Higgins, Esquire
From: Greater Houston Partnership [mailto:partnership@houston.org]
To: Pauline Higgins
Subject:
Luncheon with TCEQ Commissioner Carlos Rubinstein
View in Browser | Forward This E-mail | Unsubscribe
Luncheon
with
TCEQ
Commissi
oner
Carlos
Rubinstein
Page 3
Carlos Rubinstein was appointed to
the Texas Commission on
Environmental Quality (TCEQ) by
Governor Rick Perry on Aug. 31,
2009. Commissioner Rubinstein
previously served as the TCEQ’s
deputy executive director since June
of 2008. Prior to his position as
deputy executive director, Rubinstein
served as the TCEQ director for the
border and South-Central Texas
area, and earlier as TCEQ regional
director for the Harlingen and Laredo
offices. Commissioner Rubinstein
also served as the Rio Grande
Watermaster.
Please join us and hear
Commissioner Rubinstein discuss
TCEQ initiatives for 2010.
Date and Time:
Wednesday, February 17, 2010 •
11:30 a.m. 1:30 p.m.
Location:
Westin Galleria • 5060 West
Alabama, Houston, TX
Cost: Members: $60 • Nonmembers:
$95 • Members table of 10: $600 •
Nonmembers table of 10: $1,200
(There will be a pre-event reception
for sponsors with Commissioner
Rubinstein)
Register Online or Download
Registration Form (PDF)
Download Sponsorship Form (PDF)
For more information, contact
Blanca Ortega at
Silver Sponsors:
Reliant Energy
Vinson &
Elkins, L.L.P.
Page 4
Membership Referral Follow Us!
As a Member of the Greater Houston Partnership, your referrals play
a vital role in helping us recruit new Members. If you know of a
company that would benefit from being a Member, please contact
Member Services at membership@houston.org
or 713-844-3683.
Greater Houston Partnership Unsubscribe

1200 Smith, Suite 700 | Houston, TX 77002 | 713-844-3600 | Update Your
Fax: 713-844-0200 Profile
© Greater Houston Partnership 2010 Contact Us
Privacy Policy
Site Map
Page 5
Message number 1
To: Hallie Sadberry
Subject: Fw: Matt: Sick
Date: 2/4/2010 1:42:44 PM

1900 Main Street
(713) 652 4305

To: Susan Coldiron
Cc: Matthew Wright
Sent: Thu Feb 04 13:42:35 2010
Subject: Matt: Sick
In the future, he needs to speak directly to Jakki or me rather than just have you send a note on his behalf.
Thanks!
1900 Main Street
(713) 652 4305
From: Susan Coldiron

To: Pauline Higgins; Jakki Hansen
Cc: Matthew Wright; Hallie Sadberry; Janet Tezino
Sent: Thu Feb 04 13:35:28 2010
Subject: Sick
Matt isn’t feeling well and has left for the day.
Susan Coldiron
Legal Assistant
Office of The General Counsel
Metropolitan Transit Authority
of Harris County, Texas
susan.coldiron@ridemetro.org
Page 1
Message number 1
To: Jakki Hansen
Subject: Metroplex is going to Neal - FJW. End.
Date: 2/1/2010 10:06:10 PM

1900 Main Street
(713) 652 4305
Page 1
Message number 1
To: Nicole Montgomery
Subject: RE: Nicole Montgomery METRO Solutions Contact Going Forward
Date: 2/9/2010 12:59:00 PM
Re attached. did you provide? Please advise. thanks.

_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Higgins, Esquire
From: Nicole Montgomery
To: Pauline Higgins; Matthew Wright; Jacqueline Hojem
Cc: Jakki Hansen; Janet Tezino
Subject:
RE: Nicole Montgomery METRO Solutions Contact Going Forward
I will provide Jackie Hojem with the list of METRO Solutions Divisions by Thursday close of business.
Nicole
Y. Nicole Montgomery, JD MPA
Sr. Metro Solutions Program &
Contract Compliance Officer
Metro of Harris County, TX
1900 Main Street, 12th Floor
nicole.montgomery@ridemetro.org
To: Matthew Wright; Jacqueline Hojem
Cc: Nicole Montgomery; Jakki Hansen; Janet Tezino
Subject:
RE: Nicole Montgomery METRO Solutions Contact Going Forward
This also goes for all legal matters from MS, real estate, small business, Kim Williams’ areas, etc. Nicole
is to send an email to all the leaders who are under David Couch and she is to provide you, Jackie, the
Page 1
listing of areas that should be sent directly to her so that she can be your single point of contact. Nicole,
please provide to Jackie tomorrow. thanks.
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
Higgins, Esquire
From: Matthew Wright
To: Jacqueline Hojem
Cc: Pauline Higgins; Nicole Montgomery
Subject:
Nicole Montgomery METRO Solutions Contact Going Forward
Hi Jackie,
METRO Solutions has requested we use Nicole Montgomery as its contact person for all TPIA
requests. Going forward please send any METRO Solutions related TPIA request directly to Nicole.
Also, please provide Nicole with a copy of all open METRO Solutions related TIPA requests. Please
do not hesitate to contact me with any questions.
Yours,
Matthew T. Wright
Senior Staff Attorney
1900 Main Street
matthew.wright@ridemetro.org
_______________________________________
Page 2
Message number 1
From: Reginald Giles
Subject: METRO vehicle
Date: 1/26/2010 9:37:55 AM

image002.jpg
image001.jpg
An approval is needed for the METRO vehicle Marjorie and I will be using to go to the Record
Retention classes held in Austin on the 27th and 28th
of this month. We will be leaving approx 12:00 or 1:00 p.m. today. Please forward this email to Vickey
Davis in Support Vehicle as an approval. Thanks
Reginald D. Giles
Senior Record Retention Coordinator and Analyst
METRO - Legal
1900 Main Street
rg22@ridemetro.org
Be careful of the words you say. Keep them soft and sweet, Because you never know, from day to day,
Which ones you'll have to eat.
-- K. McCarthy
Page 1
Message number 1
From: Marjorie Carter
Subject:
Date: 2/2/2010 9:04:21 AM
Good morning Pauline,

Thank you, for allowing Reginald and I to attend classes at the Texas State Library and Archives
Commission. The classes were extremely beneficial to us. I will send you a summary of what we were
taught later today.
According to the Texas State Library and Archives Commission and the Record Retention EDD we
submitted, there should be a position titled Records Management Officer (RMO), which the President
should be appointing. Will there be such a position or will only a name be submitted to the Texas State
Library for that title and no position? If there is a position I would like be considered.
Those classes really gave me a very good insight on the role of a RMO, what’s needed to get METRO
in compliance with the State and directions to make that happen. Thanks in advance for your
consideration.
Marjorie Carter
Legal
Warmth on the inside can melt the cold on the outside!
Page 1
Message number 1
To: Jakki Hansen; Paul Como
Subject: CONFIDENTIAL AND PRIVILEGED ATTORNEY WORK PRODUCT: FTA Question
Date: 2/12/2010 5:48:49 AM
See emails below and let's discuss in person.
DO NOT CIRCULATE OR FORWARD THIS EMAIL.

1900 Main Street
(713) 652 4305

From: Kimberly Slaughter
To: Pauline Higgins
Sent: Thu Feb 11 12:54:31 2010
Subject: Fw: FTA Question

From: Richard White
To: Kimberly Slaughter
Sent: Thu Feb 11 10:33:28 2010
Subject: Re: FTA Question
Kim,
Good thought. Suggest that you also advise Paul Como that this issue will be looked at during the upcoming Feb 22-26
FTA Procurement System Review.
Dick
Dick White

To: David Couch
Cc: Richard White
Sent: Thu Feb 11 10:31:03 2010
Subject: FTA Question
Dave,
FTA has asked the following question that we were unable to answer:
What has been METRO's level of participation and oversight in the subcontracting process to ensure that all federal
contracting requirements are being followed? i.e. Buy America, Davis Bacon, Lobbying Suspension, SBE, etc.
Kim
Page 1
Message number 1
From: Jakki Hansen
To: Pauline Higgins <Pauline Higgins; Hao Le>
Subject: Re: ASSIGNMENT FOR DISCUSSION AND HANDLING - LEGAL HISTORY?: Message:
Letha Sams
Date: 1/23/2010 9:51:58 AM

image001.jpg
Pauline, I think Ms Sams was before Hao's time, and almost before mine, but I will fill you both in Monday
with what I know.
Jakki A. Hansen
1900 Main Street
713-739-3755 Office
713-739-4699 Fax

To: Hao Le; Jakki Hansen
Cc: Hallie Sadberry; Pauline Higgins
Sent: Fri Jan 22 18:16:37 2010
Subject: ASSIGNMENT FOR DISCUSSION AND HANDLING - LEGAL HISTORY?: Message: Letha Sams
Hallie: pls give copy of notes to Jakki and Hao for our discussion.

1900 Main Street
(713) 652 4305

To: Pauline Higgins
Sent: Fri Jan 22 17:29:50 2010
Subject: Message: Letha Sams
Ms. H-
Paula Alexander referred her to you. She called on your line. I took 2 pages of notes. She has sued the
following: Metro, FBI, CIA, State of Texas, Harris County Sheriff’s Dept., HC Clerk’s office, Federal
Government, Metro’s Insurance Company, City of Houston…. She was a METRO employee until
2000. Her Metro case was DWOP’d and she wants to know WHY. She wants you
to “get on the phone with the Judge that dwop’d her case and let her know what happened”. She was
incarcerated and was released on April 9, 2007. She said METRO terminated her employment because
of all of the law suits she had filed. She also said that had METRO done a thorough background check,
they would have known of all of the lawsuits. She said that her position was “Secretary with the Metro
Office of Business Development – Human Resources” while she was employed here. She also
mentioned filing sexual harassment charges against 2-3 former co-workers. AND, oh yeah, she wants to
know if they are still employed with Metro.
Her call back number is She was calling from in the name of Thomas
Randolph.
I asked Jakki if she had heard of this woman, and she said she is a LUNATIC !!
I hope you feel better and have a great weekend.
Hallie
Page 1
P.O. Box 61429
Phone: 713-739-6038
Fax: 713-739-4699
Page 2
Message number 1
To: Terence Fontaine
Subject: Record Retention Policy
Date: 2/1/2010 9:26:55 AM
I need to speak with you regarding the statutorily-required Record Retention Policy. Thanks!
1900 Main Street
(713) 652 4305
Page 1
Message number 1
To: Jakki Hansen
Subject: PRIVATE/CONFIDENTIAL
Date: 2/17/2010 2:26:42 PM
HE IS NO SHOW FOR 2PM MTG!

1900 Main Street
(713) 652 4305
Page 1
PROFESSIONAL SERVICES CONTRACT
THIS PROFESSIONAL SERVICES CONTRACT (“Agreement”) is made and entered into

by and between THE METROPOLITAN TRANSIT AUTHORITY OF HARRIS COUNTY
(“METRO”), a Metropolitan Rapid Transit Authority and NOSSAMAN LLP (“Contractor”),
authorized to do business in Texas, (each a “Party” and collectively the “Parties”).
SECTION 1. SCOPE OF SERVICES

In consideration of the payments specified in this Agreement, Contractor shall provide legal
services relating to the proposed amendment of METRO's Design-Build Contract with HRT and
related documents. Contractor shall represent METRO in other matters as METRO’S General
Counsel may, in writing, request from time-to-time in writing.
SECTION 2. CONTRACT PERIOD

2.1 Term. This Agreement is effective on January 21, 2010, and shall remain effective until
December 31, 2010, unless earlier termination occurs under the provisions of this Agreement.
METRO’s General Counsel may, at her sole discretion, extend the term of this Agreement for up
to three one- year terms, upon written notice to Contractor before the expiration of the then
current term.
SECTION 3. OBLIGATIONS OF CONTRACTOR

3.1 Duties. It is expressly understood that services provided to METRO will be subject to the
authority of METRO’s General Counsel, should METRO’s General Counsel, in his/her sole
discretion, deem it necessary, expedient, or in the best interest of METRO to assert such
authority. Contractor will advise and assist METRO on issues as requested by METRO.
3.2 Contractor agrees to comply with Section 7.2 of this Agreement if Contractor determines it is
reasonable and necessary to subcontract for the services of local or other counsel to assist in the
representation contemplated by this Agreement. If Contractor subcontracts for services, then
Contractor will provide written notice of the name, address, hourly rate (if applicable) and reason
for the subcontract to METRO’s General Counsel within 10 calendar days of entering into the
subcontract for authorization.
3.3 Reports. The Contractor acknowledges that documents generated in the course of
representation of a governmental body may be subject to the Texas Public Information Act. The
Contractor will exercise professional judgment and care not to generate documents which are
subject to public information requests that are intended to be confidential
3.4 Insurance. Contractor shall maintain in effect certain insurance coverage and shall furnish
certificates of insurance, in duplicate form within 30 days of the effective date of this
Agreement. All liability policies must be issued by a Company with a Certificate of Authority
from the State Department of Insurance to conduct insurance business in Texas or a rating of a
least B+ and a financial size of Class VI or better according to the current year’s Best’s Key
Page 1 of 1
Rating Guide, Property-Casualty United States. Contractor shall maintain the following
insurance coverages in the following amounts:
Professional Liability--$1,000,000.00 combined single limit.
Defense costs are excluded from the face amount of the policy. Aggregate limits are per
12 month policy period unless otherwise indicated.
Contractor shall give 30 days written notice to METRO before policies may be canceled or non-
renewed. Within the 30 day period, Contractor shall provide other suitable policies in lieu of
those about to be canceled, materially changed, or non-renewed so as to maintain in effect the
required coverage. If Contractor does not comply with this requirement, METRO’s General
Counsel, at her sole discretion, may immediately suspend Contractor from any further
performance under this Agreement and begin procedures to terminate for default.
3.5 RELEASE. CONTRACTOR AGREES TO AND SHALL RELEASE METRO, ITS
AGENTS, EMPLOYEES, OFFICERS, AND LEGAL REPRESENTATIVES
(COLLECTIVELY “METRO”) FROM ALL LIABILITY FOR INJURY, DEATH,
DAMAGE, OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION
WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREMENT, EVEN IF
THE INJURY, DEATH, DAMAGE, OR LOSS IS CAUSED BY METRO’S
CONCURRENT NEGLIGENCE AND/OR METRO’S STRICT PRODUCTS LIABILITY
OR STRICT STATUTORY LIABLITY.
3.6 Confidentiality. Contractor, its agents, employees, contactors, and subcontractors shall hold
all METRO’s information, data, and documents (collectively, “the information”) that they
receive, or to which they have access, in strictest confidence. Contractor, its agents, employees,
contractors, and subcontractors shall not disclose, disseminate, or use the Information unless
METRO’s General Counsel authorizes it in writing. Contractor shall obtain written agreements
from its agents, employees, contractors, and subcontractors, which bind them to the terms in this
Section.
3.7 Licenses and Permits. Contractor shall obtain, maintain, and pay for all licenses, permits,
and certificates including all professional licenses required by a statute, ordinance, rule, or
regulation. Contractor shall immediately notify METRO’s General Counsel of any suspension,
revocation, or other detrimental action against the license of any of the attorneys working under
this Agreement.
3.8 Conflicts of Interest. Contractor represents and warrants that after a thorough review
pursuant to its normal conflict-checking procedures, as of the effective date of this Agreement,
Contractor believes that it does not have an actual or potential conflict of interest with METRO.
Contractor will avoid taking any action knowingly that will raise a potential or actual conflict of
interest between METRO’s interests and the interests of other clients; in the event such action is
so taken, Contractor shall immediately notify METRO’s General Counsel by fax transmission or
telephone and immediately take action to resolve the conflict in a manner favorable to METRO.
SECTION 4. OMITTED
Page 2 of 2
SECTION 5. COMPENSATION
5.1 Maximum Liability. The total liability for services and expenses under this Agreement shall
not exceed $100,000.00 for the duration of this Agreement. Any increase to this fee cap during
the term of this Agreement and any subsequent renewals thereof must be in writing and approved
by METRO’s General Counsel. Contractor is not required to perform services that cannot be
compensated due to the limitations of this Section 5.1 Nothing herein shall prevent the Parties
from amending the total amount of this Agreement.
5.2 Payments to Contractor. The Contractor agrees to abide by the following payment structure
and schedule:
5.2.1 Compensation for Time. Subject to the cap in Section 5.1, METRO shall pay Contractor for
the services it renders under this Agreement as set out in Exhibit A, Fee Schedule, attached and
incorporated by reference into this Agreement.
Compensation for time will be paid only for time actually spent working on METRO matters.
Under no circumstances will Contractor be compensated for off-duty hours while traveling.
5.2.2 Reimbursement of Expenses. Subject to the cap in Section 5.1, METRO will reimburse
Contractor for reasonable actual expenses incurred in the performance of the services that are
pre-approved by METRO’s General Counsel.
METRO will reimburse the Contractor for travel expenses related to the services to be delivered
under this Agreement, including reasonable mileage at the per mile rate posted on the Texas
Mileage Guide on the Comptroller of Public Accounts’ website at http://www.window.state.tx.us
and a per diem at the rate of $100 for each attorney for each day requiring overnight travel.
Contractor must provide copies of original receipts as evidence of actual expenditures, if
requested. Airfare will be reimbursed at the lesser amount of the actual expense or the regular
published rates for coach fares for commercial airlines. Unless otherwise agreed upon by the
Parties in writing in advance, in-state lodging or overnight accommodations will be reimbursed
at the lesser amount of the actual expense or $200* per night. Unless otherwise agreed upon by
the Parties and approved by METRO’s General Counsel in writing in advance, out-of-state
lodging or overnight accommodations will be reimbursed at the lesser amount of the actual
expense or $250* per night. All other expenses will be invoiced at actual cost. No mark-up will
be allowed on reimbursable contracts, expenses or subcontract expenses.
5.3 Invoice for Payment. All statements for services and expenses incurred shall be submitted to
METRO on a monthly basis. On submission of the statements, Contractor is certifying to the
following: that invoices accurately describe the services performed, that the services have been
performed in compliance with the Agreement, that the amount of the invoice and all previous
invoices together do not exceed the contractual cap of the Agreement, and that the charges and
expenses shown on the invoice are reasonable, and either necessary, or advisable and have been
approved by METRO, and do not exceed any limitation provided for in this Agreement. Invoices
for work performed at hourly rates shall provide a detailed accounting of the time charged and
the respective charge for each increment of time.
On each invoice, Contractor will identify:
(a) the total due and payable; and (b) if applicable, a discounted amount due and payable for
payments made to Contractor sooner than the 30 -day time period identified in Section 5.4 for
Prompt Payment.
Page 3 of 3
Each invoice presented must include the Contractor Contract number. The invoice must specify
the Texas Comptroller issued vendor identification number or social security number, a
description of the services provided, and the name and division of the METRO supervising
attorney. The invoices from the Contractor to METRO must be submitted to:
Pauline E. Higgins, SVP & General Counsel
P.O. Box 61429
Houston, Texas 77208-1429
Within 90 business days after incurring any expenses (other than compensation for Contractor’s
time, and except as provided in Exhibit A) including travel expenses related to this Agreement,
Contractor shall submit a request for reimbursement and provide such information, copies of
original receipts or other documentation as requested by METRO or the General Counsel.
5.4 Prompt Payment. Upon Contractor’s performance and receipt of an acceptable invoice
required to be submitted under this Section 5.4, METRO shall pay the Contractor said amount in
accordance with Chapter 2251 of the Texas Government Code. It is the policy of the METRO to
make payment on a properly prepared and submitted invoice within 30 days of the latter, of any
final acceptance of performance or the receipt of a properly submitted invoice. Generally,
payment will be made on the 30th day unless a discount has been arranged for more immediate
payment.
SECTION 6. TERMINATION
6.1 Convenience of METRO. METRO reserve the right, in its sole discretion and at its sole
option, to terminate this Agreement, in whole or in part, without penalty, by notifying Contractor
in writing of such termination prior to the effective date of such termination. In the event of such
termination, Contractor shall, unless otherwise mutually agreed upon in writing, cease all
services immediately, except such services which are necessary to wind-up, in a cost effective
manner, all services being provided.
6.2 Cause/Default. In the event that Contractor fails to provide the agreed upon services
according to the provisions of this Agreement or fails to comply with any of the terms or
conditions of this Agreement, METRO may, upon written notice of default to Contractor,
immediately terminate all or any part of this Agreement. Termination is not an exclusive remedy,
but will be in addition to any other rights and remedies provided in equity, by law, or under this
Agreement.
6.3 Rights Upon Termination or Expiration. Upon expiration or termination of the Agreement for
any reason, Contractor shall immediately transfer to METRO all information and associated
work products prepared by the Contractor or, otherwise prepared for METRO pursuant to this
Agreement, in whatever form such information and work products may exist, to the extent
requested by METRO. METRO is granted the unrestricted right to use, copy, modify prepare
derivative works from, publish and distribute, at no additional cost to METRO, in any manner
METRO deems appropriate in its sole discretion, any component of the information, work
product, or other deliverable made the subject of this Agreement.
6.4 Remedies. Notwithstanding any exercise by METRO of its rights of early termination
pursuant to this Section 6.4, Contractor shall not be relieved of any liability to METRO for
Page 4 of 4
damages due to METRO by virtue of any breach of this Agreement by Contractor or for amounts
otherwise due METRO by Contractor.
6.5 Termination by Contractor. Contractor may terminate upon reasonable notice for substantial
breach by METRO or in order to comply with the standards of ethical conduct as stated in the
Texas Disciplinary Rules of Professional Conduct or the professional conduct code of the
jurisdiction where the representation occurs.
SECTION 7. GENERAL TERMS AND CONDITIONS
7.1 Independent Contractor. Contractor agrees and acknowledges that during the existence of this
Agreement, it acts in the capacity of an independent contractor and that Contractor is not an
employee of METRO.
7.2 Contractor will be solely and entirely responsible for its acts and the acts of its agents,
employees, subcontractors, and representatives in the performance of this Agreement.
7.1.2 Contractor agrees and acknowledges that during the existence of this Agreement,
Contractor shall be entirely responsible for the liability and payment for Contractor or
Contractor’s employees or assistants, of all taxes of whatever kind, arising out of the
performances in this Agreement. Other than the payments described in this Agreement,
Contractor agrees and acknowledges that Contractor or Contractor’s employees or assistants
shall not be entitled to any state benefit on account of the services provided hereunder. METRO
SHALL NOT BE LIABLE TO THE CONTRACTOR, ITS EMPLOYEES, AGENTS, OR
OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF
UNEMPLOYMENT INSURANCE AND/OR WORKERS’ COMPENSATION, OR ANY
BENEFIT DUE TO CONTRACTOR EMPLOYEES.
7.3 Subcontracting. In the event that the Contractor should determine that it is necessary or
expedient to subcontract for any of the performances, or in support of any of the performances
herein, Contractor may enter into such subcontracts. If Contractor elects to enter into a
subcontract for any services, then the Parties agree that METRO shall not be liable to Contractor
unless prior written approval from METRO is obtained that outlines the compensation for such
services. Contractor, in subcontracting for any performances or in support of any of the
performances specified herein, expressly understands and agrees that METRO shall not be
directly liable in any manner to the Contractor’s subcontractor(s). In the event Contractor
subcontracts for any performances hereunder, the subcontractor shall directly invoice Contractor
and Contractor shall then invoice METRO for the work performed. The actual work performed
by subcontractor shall be specifically identified in the invoice. In no event shall this Section 7.2
or any other provision of this Agreement be construed as relieving Contractor of the
responsibility for ensuring that all performances rendered under this Agreement, and any
subcontracts thereto, are rendered in compliance with all of the terms of this Agreement.
7.4 Assistants. The Contractor agrees that any person employed or engaged by Contractor and
who assists in performing the services agreed to herein shall not be considered employees or
agents of METRO and Contractor shall be responsible for any payments and other claims due
such persons for work performed under this Agreement. Further, the Contractor agrees to comply
with all state and federal laws applicable to any such persons, including laws regarding wages,
taxes, insurance, and workers’ compensation. METRO shall not be liable to Contractor, its
Page 5 of 5
employees, agents, or others for the provision of unemployment insurance and/or workers’
compensation.
7.5 Assignment of Agreement. Contractor may not assign this Agreement, or assign or delegate
any right or duty under this Agreement, without prior written approval from METRO.
7.6 Records Retention. Unless otherwise directed by METRO, Contractor shall retain all records
relating to the provision of services herein for a period of five years following the termination of
this Agreement. Upon the request of METRO, Contractor shall allow representatives or
designees of METRO’s General Counsel or METRO to review and/or audit said records at all
reasonable times. Upon the request of METRO, after the expiration of the records retention
period, Contractor shall return all files and records to METRO. Contractor may destroy all
records in whatever media that are not returned at the expiration of the record retention period.
7.7 Survival. The obligations of Contractor under Section 7 shall survive this Agreement.
7.8 Copyright/Intellectual Property. Contractor shall take reasonable measures to protect
METRO from material risks of METRO liability known to Contractor for copyright or patent
infringement or disclosure of trade secrets resulting from the use of any equipment, materials,
information, or ideas furnished by Contractor pursuant to this Agreement, other than equipment,
materials, information, or ideas specified by METRO or its employees or other agents.
Contractor and METRO agree to furnish timely written notice to each other of any claim of
copyright, patent, trade secret, or other intellectual property infringement arising out of services
under this Agreement.
7.9 Media Releases or Pronouncements. Contractor understands that METRO and its General
Counsel do not endorse any vendor, commodity, or service. Contractor, its employees,
representatives, other agents or subcontractors may not issue any media release, advertisement,
publication, or public promotion which pertains to this Agreement or the services or project to
which this Agreement relates or which mentions METRO’s General Counsel or METRO without
the prior written approval of METRO’s General Counsel or METRO.
7.10 Written Notice Delivery. Any notice required or permitted to be given under this Agreement
by one party to the other party shall be in writing and shall be given and deemed to have been
given immediately if delivered in person to the recipient’s address set forth in this Section 7.9 or
on the date shown on the certificate of receipt if placed in the United States mail, postage
prepaid, by registered or certified mail with return receipt requested, addressed to the receiving
party at the address hereinafter specified.
Page 6 of 6
7.10.1 Contractor’s Address. The address for the Contractor for all purposes under this
Agreement and for all notices hereunder shall be:
Nancy Smith
Nossaman LLP
445 South Figueroa Street, 31st Floor
Los Angeles, CA 90071
213-612-7800 office
213-612-7801 fax
nsmith@Nossaman.com
7.10.2 METRO’s Address. The address for METRO’s General Counsel and METRO for all
purposes under this Agreement and for all notices hereunder shall be:
P.O. Box 61429
7.11 Applicable Law and Venue. This Agreement and its incorporated documents shall be
governed by and construed in accordance with the laws of the State of Texas. The venue of any
suit brought concerning this Agreement or its incorporated documents is fixed in any court of
competent jurisdiction in Harris County, Texas, and all payments shall be due and payable in
Harris County, Texas.
7.12 Severability/Interpretation. The fact that a particular provision in this Agreement is held
under any applicable law to be void or unenforceable in no way affects the validity of other
provisions and the Agreement will continue to be binding on both Parties. Any provision that is
held to be void or unenforceable will be interpreted by the Parties or the courts to be replaced
with language that is as close as possible to the intent of the original provision so as to effectuate
the purpose of this Agreement. Any ambiguous or conflicting terms shall be interpreted and
construed in such a manner as to accomplish the purpose of this Agreement.
7.13 This agreement incorporates by reference the provisions enumerated in the Additional
Terms and Conditions attached hereto as Exhibit “B”.
Page 7 of 7
The Parties have signed this Agreement in multiple copies, each as originals.
NOSAMMAN LLP METROPOLITAN TRANSIT AUTHORITY

OF HARRIS COUNTY, TEXAS
By: ________________________ By:________________________________
Name: ________________________ Name: _____________________________
Title: ________________________ Title: ______________________________
ATTEST:
By: _______________________
Name _______________________
Title: _______________________
ATTEST:
Assistant Secretary
Hilda Montemayor
APPROVED AS TO FORM:
Pauline E. Higgins, General Counsel

Senior Vice President and General Counsel
Louise Richman
Vice President and Chief Financial Officer
Page 8 of 8
EXHIBIT A
FEE SCHEDULE
Metro shall pay Contractor per the billing rates listed as below.
2010 METRO
Attorney
Rate
Smith, Nancy 540
Cunningham, Linda 520
Bennett, Margo 485
Caplicki, Evan 475
de la Peña, Patricia 390
Petrov, Geoff 370
Other attorneys At standard rates
Law clerks At standard rates
Paralegals At standard rates
Billing Rates shall be charged in one-quarter hour increments.
Page 9 of 9
EXHIBIT B
ADDITIONAL TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES

CONTRACT BETWEEN THE METROPOLITAN TRANSIT AUTHORITY OF HARRIS
COUNTY AND NOSSAMAN LLP
1. The method of compensation for Nossaman’s services shall be based on hourly rates
unless both parties have both agreed on an alternative compensation method such as a negotiated
fixed fee for specific tasks. The hourly rates of individuals who are expected to perform services
hereunder are set forth on Exhibit A to the Professional Services Contract. Each year on January
1, Nossaman’s rate structure in general, or the rates of particular attorneys, paralegals or clerks
may be increased. If so, METRO will be so advised. The new rates will apply to all services
rendered after the new rates have become effective. Nossaman does not charge for travel time
except to the extent that time is actually spent working on METRO matters.
2. Nossaman may incur various costs and expenses or will provide certain in-house services
while performing services for METRO. METRO agrees to pay for these items in addition to
Nossaman’s fees for legal services. The costs and expenses and in-house services may include,
but will not necessarily be limited to: outside experts (including consulting firms engaged to
assist in preparation of procurement and contract documents and otherwise to provide
procurement support services), travel expenses; long distance telephone charges; messenger and
private courier delivery charges; photocopying and other reproduction services; computerized
research charges; and similar items. Any travel will be undertaken only with METRO’s prior
approval. Nossaman’s costs and expenses are subject to the maximum liability specified in
Section 5.1 of the Professional Services Contract, and no invoice shall be submitted which would
cause that maximum amount to be exceeded.
3. In-house services such as duplicating and fax expenses will be charged to METRO in
accordance with Nossaman’s general firm policies which are designed to reimburse Nossaman
for its cost of providing these services. Nossaman will use email and scanned documents as
appropriate to minimize duplicating and fax expenses. External costs and expenses are charged
at Nossaman’s cost, except for computer research for which the firm maintains fixed subscription
charges with the service providers. Instead of prorating the cost of the fixed subscription charges
among all of the clients using computerized research during a given month, Nossaman bills its
clients at the provider's regular rates which may be more or less than a prorated share of
Nossaman’s monthly subscription fee depending upon the usage in any given month. Computer
research will be undertaken only with METRO’s prior approval. Nossaman will not charge for
word processing, overtime expenses associated with administrative or secretarial personnel,
regular postage, local phone calls and similar items unless these items are unusually large in
amount. Nossaman will not add a "handling" charge for costs and expenses incurred on
METRO’s behalf.
4. Nossaman’s files for work prepared pursuant to this engagement agreement are
METRO’s property. Nossaman will release its files for work performed pursuant to this
Agreement to METRO or to anyone else METRO designates upon METRO’s written request
delivered to the attorney in charge of this matter. However, METRO agrees that Nossaman may,
in its sole discretion, copy all or any portion of the file and charge the copying costs to METRO,
Page 10 of 10
and that Nossaman may have a reasonable period of time before releasing the documents to
METRO or anyone else METRO designates in order to copy all or any portion of the files
METRO has directed us to surrender. Nossaman maintains certain files in off-site storage,
including backup of its electronic files as well as hard copies of documents, and may from time
to time, send portions of METRO’s files that are not currently needed to an off-site storage
facility. The cost of this facility will be Nossaman’s sole expense. However, Nossaman is not
the guarantor of the security of any off-site storage facility. Accordingly, METRO agrees that
the firm will not be responsible for any damages which may occur as a result of the loss of any of
METRO’s files which Nossaman stores at an off-site storage facility. METRO also agrees that
Nossaman may, after the passage of two years without Nossaman’s having performed any work
for METRO pursuant to this engagement for services, destroy METRO’s files unless METRO
provides us with written instruction to forward the files to METRO or to another person METRO
designates.
5. METRO agrees to keep Nossaman informed of any change in METRO’s address or

telephone numbers or electronic mail addresses so that Nossaman may effectively communicate
with METRO. Nossaman will also advise METRO promptly of any change in the firm’s
business address, electronic mail addresses or telephone or facsimile numbers. METRO agrees
that Nossaman may communicate with METRO via electronic mail even though it may not be
completely secure.
6. METRO may discharge Nossaman at any time. Nossaman may withdraw from
representation with METRO’s consent, or for good cause. Good cause includes, but is not
limited to, the following: METRO’s breach of this Agreement; its failure to pay Nossaman’s
bills on time; its refusal to cooperate with Nossaman; or any other fact or circumstance that
would render Nossaman’s continuing representation contrary to METRO’s interests, or to law, or
to the rules of professional conduct. Upon receipt of a written request from METRO following
termination of this Agreement, Nossaman shall deliver METRO’s files to METRO in accordance
with Section 6.3 of the Professional Services Contract.
Page 11 of 11
Message number 1
From: Philip Brenner
To: Pauline Higgins <George Smalley; Pauline Higgins; Paula Alexander; Thomas
Jasien>
Subject: Budget FY2010
Date: 2/1/2010 10:01:41 AM

image003.png
Good Morning,
As the CFO has reminded us, due to declining sales tax revenues, we are in a “period of austerity”.
While we are not sure if the decline will continue, we have to be proactive and put together a contingency
plan to cut cost and save money. Just because something is in the budget, isn’t necessarily a green light
to go ahead and spend the money. We should be judicious in what we spend.
This week, we need to put together our contingency plan. I’d like to set aside some time to talk more in
person, but wanted to give each of you the heads up.
Philip M. Brenner
Lead Management Analyst
Office of Management & Budget
Finance Department
* philip.brenner@ridemetro.org
Page 1
Message number 0
To: Pauline Higgins <Pauline Higgins; Jakki Hansen; Louise Richman; Matthew
Wright>
Subject: RE: Due Diligence Inquiry of Me Regarding Environmental Issues
Encountered in METRO SOLUTIONS (MS)
Date: 2/19/2010 3:34:24 PM
Pauline,
Per Darrell Burtner, there are no significant environmental issues at this time. The TCEQ / Gas Station
Issue has been resolved and we are in the process of implementing the agreed upon resolution across all
remaining gas stations.
By way of status report ... be advised that out of 458 properties considered for acquisition, METRO
has (through due diligence and/or negotiations with the Texas Commission on Environmental Quality
(TCEQ), determined that only 67 are considered regulated properties. Currently, of those 67 regulated
properties, 47 are complete or in progress; leaving only 20 remaining properties.
Please let us know if you need more specific information.
Nicole
To: David Couch; Bryan Pennington; Darrell Burtner; Nicole Montgomery
Cc: Jakki Hansen; Louise Richman; 'Cassie.Stinson@kellyhart.com'; 'Scott.Deatherage@tklaw.com';
'FredJunkin@andrewskurth.com'; 'abenford@fulbright.com'; 'scarroll@fulbright.com';
'Juan.Garcia@tklaw.com'; 'bellm@tklaw.com'; Pauline Higgins; Matthew Wright
Subject: Due Diligence Inquiry of Me Regarding Environmental Issues Encountered in METRO
SOLUTIONS (MS)
Dear Colleagues: We are in a due diligence review, inquiries are being made of me regarding
environmental issues and, therefore, I need to know of any and all, if applicable, current environmental
issues in MS.
Attorneys and colleagues, if applicable, please submit them to me, Jakki Hansen, Matt Wright, and
Nicole Montgomery by Friday, Feb 19th. Many thanks!
1900 Main Street
(713) 652 4305
P.O. Box 61429
Phone: 713-739-6038
Fax: 713-739-4699

To: Hallie Sadberry
Subject:
RE: Frank Wilson Lunch- Friday 2/19/2010
Janet!
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
Higgins, Esquire
To: Pauline Higgins
Subject: Frank Wilson Lunch- Friday 2/19/2010
Importance:
High
Ms. H-
Greg has a doctor’s appt and cannot make the luncheon. Shall we move Susan up from March to
February? Thanks!
Hallie
P.O. Box 61429
Fax: 713-739-4699

To: Hallie Sadberry
Cc: Jakki Hansen; Pauline Higgins
Subject:
CHANGE AND READ ATTACHED EMAIL.PEH: Luncheon with Frank Wilson - Friday - February
19th, 2010
MAKE A SCHEDULE WITH THE FOLLOWING AND PUT ON CALENDAR FOR
DISCUSSION:
FEB: Gregory Williams

MARCH: SUSAN
APRIL: JANET
MAY: TASNEEM
JUNE: HOJEM
JULY: MARJORIE CARTER
AUG: HAO
SEPT: PHYLLIS P.
OCT: REGINALD GILES
NOV: C. GIBSON
DEC: MATT WRIGHT
1900 Main Street
(713) 652 4305
To: Pauline Higgins
Sent: Wed Feb 10 12:38:07 2010
Subject
: Luncheon with Frank Wilson - Friday - February 19th, 2010
Ms. H-
Who do you want to attend this Month? THANKS for allowing me to attend last month !!
Hallie
P.O. Box 61429
Message number 0
From: Paul Como
Subject: FW:
Date: 2/16/2010 5:03:48 PM
fyi
To: Dennis Hough; David Couch; Ali Beheshti
Cc: Jack Richards; Paul Como
Subject:
Re:
Dennis, I'll work the weekend to complete my part, if necessary. Even more importantly, we have been
preparing for a process audit but it sounds like the audit may be more than process? Do we need to
circle back with paul et al again. Bryan
From: Dennis Hough
To: David Couch; Ali Beheshti; Bryan Pennington
Cc: Jack Richards
Sent: Tue Feb 16 15:09:22 2010
Subject:
Gentlemen,
As you can see from the attached memos from other agencies, there are indications that the coming audit
is not going to be easy as in days past.
We will get written-up if we do not have signed-off memorandums of negotiations that tell the
story – our auditors have already told us that that is one of common areas of deficiencies - and
they will write us up if we do not have them in our files.
I am requesting Bryan that you take some time out of schedule and complete the review post haste and
sign the documents. Once signed we will put into the file.
Thanks.
Message number 0
From: Paul Como
Subject: FW: Another PSR issue
Date: 2/16/2010 5:02:38 PM
FYI
From: Merhoff, Margaret [mailto:MERHOFFM@metro.net]
To: Paul Como
Subject: Another PSR issue
Importance:
High
Just talked with Richard Bachman. The reviewer also "dinged" a file on not having the screenprint of the
Excluded Parties List entry. Legally, this is NOT required. Richard's file actually contained the executed
certs for each bidder but Harris & Company are "demanding" to see the screen prints. What ever
happened to we're trying to go "green" and not print everything!!!
Margaret E. Merhoff, C.P.M.
Contract Administration Mgr.
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza, MS 99-9
merhoffm@metro.net
Message number 0
From: Paul Como
Subject: FW: PSR
Date: 2/16/2010 5:02:01 PM
Pauline,
We can expect a tough audit from Calyptus. It appears that in some instances they are substituting their
judgment for that of the grantee. I’ll forward several other comments.
Sent: Tuesday, February 16, 2010 10:38 AM
To: Paul Como
Subject: FW: PSR
Importance:
High
Paul,
Here is what I wrote to Dick on Friday after the "exit" conference.
Margaret
From: Merhoff, Margaret
Sent: Friday, February 12, 2010 3:53 PM
To: 'RICHARD WIECZOREK'
Subject: RE: PSR
Importance:
High
It was an "interesting" experience. We ended up with 6 findings - three of which involved my bus
contracts.
1. Fair Cost Estimate
- the reviewer tore apart the internal estimate.
a. For your rail car procurement, I know that you've got the estimate for the car. That's obviously the
"key" item being purchased. For buses, we typically may - operative word - buy a few spare parts. For
CNG Buses, we might get three spare powerplant assemblies, three transmissions, and three freon
compressor and drive components. For hybrids, you again might have a "small" list of stuff. On my
current order, the total proposed price for ALL of the potential spare parts was $872,000. (The price of
ONE CNG bus was $597,000 and the price of ONE hybrid bus was $800,000.) This guy initially
wanted to "ding" the estimate because it didn't cite an estimate for the spare parts! Never mind that
you're buying 260 buses! And, we didn't buy any spare parts anyway!
b. If your estimate is for a single rail car - be sure that someone multiplies it out for the entire base
quantity. My person had only put the proposed unit price multiplied by year one delivery quantity.
Didn't matter that the unit price is the same for the entire base quantity.
c. This man then said the estimate was "flawed" because it didn't estimate the cost for option buses.
You know that we adjust the option pricing by the PPI. We're recommending the same thing for the rail
cars. Well, he thinks that you should somehow use the PPI and "dream up" an estimate for the options.
Mind you, anything that estimated WILL be wrong because you've got no idea what the PPI and/or
currency exchange rate will be.
d. He hit the same thing on three other contracts. All are multi-year and he didn't like that the estimates
didn't include the "out years." Should be the total contract period!
2. Exercising of Options
– the reviewer does not like use of the PPI adjustment.
While I could never get him to say it, he doesn’t like the PPI adjustment. He stated that we did not
consider the options in the basic of award. Thus, the options we've already exercised would have to be
Message number 0
From: Paul Como
Subject: FW: PSR
Date: 2/16/2010 5:02:01 PM
Pauline,
We can expect a tough audit from Calyptus. It appears that in some instances they are substituting their
judgment for that of the grantee. I’ll forward several other comments.
To: Paul Como
Subject: FW: PSR
Importance:
High
Paul,
Here is what I wrote to Dick on Friday after the "exit" conference.
Margaret
From: Merhoff, Margaret
To: 'RICHARD WIECZOREK'
Subject: RE: PSR
Importance:
High
It was an "interesting" experience. We ended up with 6 findings - three of which involved my bus
contracts.
1. Fair Cost Estimate
- the reviewer tore apart the internal estimate.
a. For your rail car procurement, I know that you've got the estimate for the car. That's obviously the
"key" item being purchased. For buses, we typically may - operative word - buy a few spare parts. For
CNG Buses, we might get three spare powerplant assemblies, three transmissions, and three freon
compressor and drive components. For hybrids, you again might have a "small" list of stuff. On my
current order, the total proposed price for ALL of the potential spare parts was $872,000. (The price of
ONE CNG bus was $597,000 and the price of ONE hybrid bus was $800,000.) This guy initially
wanted to "ding" the estimate because it didn't cite an estimate for the spare parts! Never mind that
you're buying 260 buses! And, we didn't buy any spare parts anyway!
b. If your estimate is for a single rail car - be sure that someone multiplies it out for the entire base
quantity. My person had only put the proposed unit price multiplied by year one delivery quantity.
Didn't matter that the unit price is the same for the entire base quantity.
c. This man then said the estimate was "flawed" because it didn't estimate the cost for option buses.
You know that we adjust the option pricing by the PPI. We're recommending the same thing for the rail
cars. Well, he thinks that you should somehow use the PPI and "dream up" an estimate for the options.
Mind you, anything that estimated WILL be wrong because you've got no idea what the PPI and/or
currency exchange rate will be.
d. He hit the same thing on three other contracts. All are multi-year and he didn't like that the estimates
didn't include the "out years." Should be the total contract period!
2. Exercising of Options
– the reviewer does not like use of the PPI adjustment.
While I could never get him to say it, he doesn’t like the PPI adjustment. He stated that we did not
consider the options in the basic of award. Thus, the options we've already exercised would have to be
considered a sole source with cost analysis, etc. This guy really wanted us to get “fixed” prices for the
option buses and to include then in the pricing evaluation. That is not in ANYONE's best interest. The
PPI is applied equally to the price submitted by any proposer. Thus, there is nothing to evaluate. And,
the OEMs will NOT submit fixed prices for future years unless they grossly overstate the prices. They
cannot afford to be “burned.” I'd love to see the reaction to you asked for future fixed rail car prices for
options!
3. Arbitrary Action
– According to 4220.1F, Arbitrary Action is prohibited and is defined to be: Taking any arbitrary action
in the procurement process.
In this case, he stated that in my contract we did not follow the evaluation criteria. We’ve got all of the
scoring, etc. in the file and I showed it to him. It appears that he expected the Source Selection Decision
document to list each of the 12 major factors and then provide a detailed discussion. Instead, we simply
noted the main the major reasons why the specific selected proposal was in the best interest of the
Authority.
4. Award to Responsible Contractors
- This primarily involved either sole source contracts or small purchases. We've got a checklist for
Responsiveness/Responsibility and apparently it wasn't used on these contracts.
5. Out of Scope Change
- One instance. This review team was picking the lint off of the nit! He initially want to allege this on the
bus contract too as I purchased some diagnostic software and laptops. Fortunately, this is in the
technical spec - section on training.
6. Responsiveness
- One instance. The Responsiveness/Responsibility checklist wasn't in the file.
We - as the Working Group - also need to discuss the issue of using the PPI. IF FTA is going to agree
with this finding, we need to immediately change our draft documents! Additionally, I know that this will
mean inflated prices, etc. Your feedback will be appreciated!!!
Margaret
From: RICHARD WIECZOREK [mailto:Rwieczo@bart.gov]
To: Merhoff, Margaret
Subject:
RE: PSR
yeah.. know what you mean sometimes.. we are to the stage where they have sent us back the list of
contracts/files they want to review when they get here.. so we're pulling those together in a central
location... should be interesting.
"Merhoff, Margaret" To RICHARD WIECZOREK

<MERHOFFM@metro.net> <Rwieczo@bart.gov>
02/09/2010 08:53 AM cc
Subject RE: PSR
I'll see what I can do...once I climb down from the roof. Better yet, I want to take the auditor to the roof
and see if he can fly!
From: RICHARD WIECZOREK [Rwieczo@bart.gov]
To: Merhoff, Margaret
Subject: Re: PSR
Hi Margaret,
We have a group known as Milligan and Company led by Donna McCoy doing our review. Sound like
you are in for a real scrub review... when does it get over... I'd really like to get a sense of the type of
findings they come up with.. even a copy of the draft report they might leave with you to start working on
prior to arrival of the final version... it might give us a sense of the areas they are really focused in..
"Merhoff, Margaret" To "'RICHARD WIECZOREK'"

<MERHOFFM@metro.net> <Rwieczo@bart.gov>
02/08/2010 05:01 PM cc
Subje PSR
ct
I'm praying that you do NOT have Calyptus Consulting Group, Inc. with George Harris doing your PSR.
This man is going through the files with a "fine tooth comb." We had him in 2001 and he was an SOB
then and he still is!!!
Margaret E. Merhoff, C.P.M.

Contract Administration Mgr.
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza, MS 99-9
Los Angeles, CA 90012
merhoffm@metro.net
Message number 0
From: Adriana Moreno
Subject: February Board Book
Date: 2/16/2010 11:54:53 AM

SKMBT_C45110021612470.pdf
Pauline,
Quality Control is a disgrace – Please fix
FJW
Message number 0
Subject: Message: Kaye DeWalt
Date: 2/16/2010 11:35:15 AM

image001.jpg
She called at 11:20. She is on her way to Port Arthur for a hearing, but you can call on her cell:
Her office number is
MESSAGE:
She receives Advance Sheets of lawsuits and a FLSA lawsuit was filed yesterday in Federal Court
against METRO. Plaintiff is Bente Sellars and Bridgett Cormier.
Hallie
P.O. Box 61429
Message number 0
From: Stacy Russell <stacy.russell@kellyhart.com>
Subject: New Lawsuit
Date: 2/16/2010 10:24:04 AM

[Untitled].pdf
Ms. Higgins,
Cassie Stinson recently joined our firm in the Houston office. I am one of her litigation
partners and wanted to take the opportunity to introduce myself. I came across the attached
lawsuit filed yesterday against Metro in the Southern District of Texas and attach it for your
review in the event you have not yet received a copy. Please let us know if we can assist you in
any way. Thank you, Stacy.
Stacy S. Russell
Partner
Wells Fargo Plaza

1000 Louisiana Street, Suite 4700
stacy.russell@khh.com www.khh.com
IRS CIRCULAR 230 DISCLOSURE: To ensure compliance w ith requirements imposed by the IRS, w e inform you that any U.S.
federal tax advice contained in this communication (including any attachments) is not intended or w ritten to be used, and cannot be
used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to
another party any transaction or tax-related matter[s].
CONFIDENTIAL NOTICE: This electronic transmission and any documents or other w ritings sent w ith it constitute confidential
information w hich is intended only for the named recipient and w hich may be legally privileged. If you have received this
communication in error, do not read it. Please reply to the sender at Kelly Hart & Hallman LLP that you have received the message
in error. Then delete it. Any disclosure, copying, distr bution or the taking of any action concerning the contents of this
communication or any attachment(s) by anyone other than the named recipient is strictly prohibited.
Message number 0
From: Edith Lowery
To: Pauline Higgins <David Couch; Bryan Pennington; Ali Beheshti; Dennis
Hough; Jack Richards; Adriana Moreno>
Subject: Revised schedule - PSR
Date: 2/15/2010 5:11:51 PM

Schedule revision 02.15.10.pdf
See the revised schedule for interviews with the FTA Procurement System Review team. Changes are
highlighted in yellow and based on revised availability of Wilson & Couch. I’ve sent the new schedule to
the consultants; hopefully, they will not object to the changes. Interview locations are unchanged.
Edie Lowery
Director / Grant Programs
Houston METRO
Message number 0
From: Jakki Hansen
To: Pauline Higgins <George Smalley; John Sedlak>
Subject: Texas Transportation Code Provisions regarding Fares
Date: 2/15/2010 2:53:06 PM

Transp. Code 451.068 Free Fares.pdf
Transp. Code 451.061 Fares.pdf
George,
Per our discussion, attached please find the provisions pertinent to METRO’s statutory requirement to
charge fares. I have also attached the “free fares” provision, which as you will see, does not apply to
METRO. Please call with any questions.
Jakki A. Hansen
Tel: 713-739-3755
Fax: 713-739-4699
**************************************************************
signature.
Message number 0
From: Deborah Richard
To: Pauline Higgins <Pauline Higgins; Matthew Wright>
Subject: RE: DOT'S REQUEST - RUDY SUTHERLAND'S ALLEGATION: Edward McNally
w/DoT is trying to contact you...
Date: 2/19/2010 2:22:31 PM

White Paper - Supporting Documents.pdf
Attached you will find the following documents relating to the DOT’s request:
·
Rudy Sutherland e-mail transmitting White Paper to me
·
White Paper prepared under Sutherland’s name
·
Background information on Pedro Cortesao Godinho
·
White Paper prepared by Pedro Cortesao Godinho
·
Draft letter I prepared for Legal’s signature
·
Letter prepared and signed by Legal and sent to Sutherland
Deborah A. Richard
Vice President - Office of Small Business

To: 'Edward.Mcnally@dot.gov'; Matthew Wright
Cc: Deborah Richard; Toinette Wright; Karen Kauffman; M. Helen Cavazos
Subject: DOT'S REQUEST - RUDY SUTHERLAND'S ALLEGATION: Edward McNally w/DoT is
trying to contact you...
Sensitivity:
Private
Matt: Please note the attached. Deborah Richard and her EA, Toinette Wright, should be able to
provide you with copies of the document submitted by Rudy, the document that they searched on the
internet to confirm that it was a duplicate of Professor Godhino, and the cover letter that was submitted
by Rudy. I will cover the policy part of the attached FTA’s inquiry with you directly and the drafting of
the response to Mr. Edward McNally. Edward is copied on this email for direct communication and I
spoke this morning. Thanks very much!
Ed: Matt will be assisting me on this matter for its completion and submission.
I have also copied Karen and Helen on this email for their direct knowledge of this matter.
Thanks to all for your assistance in getting the documents and this matter resolved.
_______________
1900 Main Street
Higgins, Esquire
From: Edward.Mcnally@dot.gov [mailto:Edward.Mcnally@dot.gov]
To: Pauline Higgins
Cc: matthew.wright@ridemetro.org.
Subject: RE: Edward McNally w/DoT is trying to contact you...
Sensitivity:
Private
Ms. Higgins,
I am writing to request information relevant to Mr. Sutherland’s claim of retaliation under title VI of the
Civil Rights Act of 1964. In his letter to the FTA, dated January 3, 2010, Mr. Sutherland alleges that
you “thought it necessary to fabricate policy on behalf of Houston METRO.” This allegation is based on
your letter to Mr. Sutherland, dated June 18, 2009, wherein you note that a whitepaper submitted by
Mr. Sutherland was apparently indistinguishable from an existing work written by Mr. Manuel Cortesao
Godhino. In order for me to fully investigate this allegation, can you please provide me copies of both
documents via email, internet link, fax, or standard mail?
Additionally, please provide me with either the written policy of Houston METRO that discourages
plagiarism, or the legal and ethical basis for not accepting allegedly plagiarized documents.
Your attention to this request will assist FTA’s Office of Civil Rights in addressing Mr. Sutherland’s
complaint of retaliation under Title VI. Please feel free to email me or call me with any questions
regarding this request. I appreciate your time and look forward to hearing from you.
Sincerely,
Ed McNally
Edward McNally
Federal Transit Administration
Office of Civil Rights
E56-431
1200 New Jersey Avenue, SE
Washington DC 20590
edward.mcnally@dot.gov
This e-mail is intended to serve as informal guidance only and does not constitute the official opinion of
the Federal Transit Administration or the U.S. Department of Transportation.
Message number 0
From: Deatherage, Scott D. <Scott.Deatherage@tklaw.com>
Subject: RE: Due Diligence Inquiry of Me Regarding Environmental Issues
Encountered in METRO SOLUTIONS (MS)
Date: 2/15/2010 2:24:32 PM
Pauline,
Do you have time to talk about this request? I just want to get some clarification before I respond.
Regards,
Scott D. Deatherage
Partner, Environmental Law Section

Practice Group Leader,
Climate Change and Renewable Energy Practice Group
Thompson & Knight LLP

One Arts Plaza
1722 Routh Street, Suite 1500
Dallas, TX 75201-2533
Scott.Deatherage@tklaw.com
www.tklaw.com
This message is confidential and may be attorney-client privileged. If received in error, please do not read. Instead
reply to me that you have received it in error and then delete the message. Thank you.
To: David Couch; Bryan Pennington; Darrell Burtner; Nicole Montgomery
Cc: Jakki Hansen; Louise Richman; 'Cassie.Stinson@kellyhart.com'; Deatherage, Scott D.;
'FredJunkin@andrewskurth.com'; 'abenford@fulbright.com'; 'scarroll@fulbright.com'; Garcia, Juan; 'bellm@tklaw.com';
Pauline Higgins; Matthew Wright
Subject: Due Diligence Inquiry of Me Regarding Environmental Issues Encountered in METRO SOLUTIONS (MS)
Dear Colleagues: We are in a due diligence review, inquiries are being made of me regarding environmental issues and,
therefore, I need to know of any and all, if applicable, current environmental issues in MS.
Attorneys and colleagues, if applicable, please submit them to me, Jakki Hansen, Matt Wright, and Nicole
Montgomery by Friday, Feb 19th. Many thanks!

1900 Main Street
Message number 0
To: Pauline Higgins <George Smalley>
Subject: Response To Your Email
Date: 2/15/2010 10:16:22 AM
So, why did you send me the first email? It is not a problem. I do NOT make it a habit to vilify and, actually, I ABHOR
vilification, witch hunt, and participants who willingly engage in such. My ethics will NEVER allow me to do such for
ANYONE and on ANYONE. Behind-the-back tactics are not preferred and those are the actions of cowards.
As you mentioned to me on Wednesday while returning from the HBA, THE WITCH HUNT AGAINST ME IS THE
WORST THAT YOU HAVE SEEN.
So, from the sense of your first email to me, I am sure what has transpired is impacting me and may not be good for the
OGC or the Authority. I am sure that I will hear when I return. Have a great day, George!

1900 Main Street
(713) 652 4305

From: George Smalley
To: Pauline Higgins
Sent: Mon Feb 15 08:39:34 2010
Subject: Re:
Please accept that it's not my place to discuss before you hear from Frank. I'm sorry.
--------------------------

To: George Smalley
Sent: Mon Feb 15 08:19:50 2010
Subject: Re:
About what do you speak? Please enlighten me. I am sure that the witch hunt continues and is that about what you
speak? You can call me on my cell at

1900 Main Street
(713) 652 4305

To: Pauline Higgins
Sent: Mon Feb 15 08:14:08 2010
Subject:
Please don't villify the soldier when you hear what came down late last week.
.
--------------------------
Message number 0
From: Paul Como
Subject: Re: FTA Planning Meeting This Morning
Date: 2/15/2010 8:31:00 AM
Ok
--------------------------

To: Paul Como; Edith Lowery
Cc: Hallie Sadberry
Sent: Mon Feb 15 06:27:26 2010
Subject: FTA Planning Meeting This Morning
Paul: I have some urgent and personal matters to address today. Please lead the FTA meeting with Edie on my behalf
and please take copious notes. I will call you.
Thanks! Pauline
1900 Main Street
(713) 652 4305
Message number 0
From: Jose Castellanos
To: Pauline Higgins <Scott Grogan; Delores Barlow; Matthew Wright; Cecil
Boone; Reginald [Reggie] Mason; Thomas Hickey; Jakki Hansen>
Subject: RE: Letter of Agreement for OCS Poles and Sky Bridge
Date: 2/12/2010 4:32:24 PM

image001.gif
image002.jpg
All,
Engineering/configuration management has reviewed the documents and find them acceptable.
Jose Castellanos, PE
Director Project Management Support
713 739 3727
From: Scott Grogan
To: Delores Barlow; Matthew Wright; Cecil Boone; Reginald [Reggie] Mason; Thomas Hickey; Jose
Castellanos; Jakki Hansen
Cc: John Sedlak; Janet Tezino; Dean Moses; Pauline Higgins; Andrew Skabowski
Subject:
RE: Letter of Agreement for OCS Poles and Sky Bridge
Operations accepts this agreement.
Scott Grogan
Sr. Director, Rail Operations
e-mail: sg20@ridemetro.org
Phone: 713-982-8215
Cell: 713-591-0572
From: Delores Barlow
To: Matthew Wright; Scott Grogan; Cecil Boone; Reginald [Reggie] Mason; Thomas Hickey; Jose
Castellanos; Jakki Hansen
Cc: John Sedlak; Janet Tezino; Dean Moses; Pauline Higgins
Subject:
Letter of Agreement for OCS Poles and Sky Bridge
Attached please find the Final version of the Letter of Agreement between METRO and Texas
Children’s Hospital (TCH) for the temporary relocation of OCS poles and sky bridge construction.
TCH has expressed their intention to begin work on Monday, February 15, 2010, therefore, it is
imperative that we get this agreement executed before construction begin.
I have been informed that an EDD is needed for review and concurrence. This agreement was created
by legal and reviewed by safety, operations and engineering. Since we are short in time, the only way to
concur to this agreement is by e-mail. Please reply accepting or rejecting this agreement. Thanks
Delores Barlow
Configuration Manager/Document Control
713-739-4662
713-758-9482 (Fax)
db29@ridemetro.org
"It's not the swift that wins the race, it's the one who endures to the end"
Message number 0
To: Pauline Higgins <Adriana Moreno>
Subject: Re: Meeting
Date: 2/12/2010 4:15:40 PM
I have a confirmed meeting with Congresswoman Sheila Jackson Lee at 5pm on Monday. Can we meet at an
earlier time? I am open from 2-3:30pm. I am meeting with Rudy Sutherland at 3:30pm. Please advise.

1900 Main Street
(713) 652 4305
From: Adriana Moreno

To: Pauline Higgins
Sent: Fri Feb 12 14:38:38 2010
Subject: Meeting
Pauline
Could you please see me on Monday at 5:00 so I can explain an organization modification that has
recently become necessary
Thanks
FJW
Message number 0
From: David Couch
Subject: Re: document reviewed and is being processed. Tas should get it to
"your people". end.
Date: 2/12/2010 4:08:14 PM
Unfortunately as we get to the end of the real estate buys we may have a few more. But the good news is
there are only a few more.
Have a good weekend.
Sent from my iPhone
On Feb 12, 2010, at 12:52 PM, "Pauline Higgins" <Pauline.Higgins@ridemetro.org> wrote:
How can we please limit the RUSHES?! WE HAVE LIMITED RESOURCES. Thanks for
your consideration in this regard. I would be most grateful.
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
As required by US Treasury Regulations, this communication is not intended or written to be
used, and cannot be used, by any person for the purpose of avoiding penalties that may be
imposed under US tax laws. Further, the information contained in this message is Attorney/Client
privileged and confidential. If you have received this message in error, please delete it. This
message does not reflect any intent by the sender or the sender's client to make any agreement
by electronic means or to constitute an electronic signature.
PLEASE DO NOT FORWARD, PRINT, PRINT SCREEN, OR COPY THIS EMAIL.
Pauline E. Higgins, Esquire
From: David Couch
To: Pauline Higgins
Subject:
RE: document reviewed and is being processed. Tas should get it to "your people". end.
Thanks
To: David Couch
Cc: Esmeralda Vaughn; Tasneem Malbari
Subject:
document reviewed and is being processed. Tas should get it to "your people". end.
_______________
Message number 0
From: suzanne poole <spoolehpta@yahoo.com>
Subject: Metro Contbutations- Open Records Request
Date: 2/12/2010 10:05:53 AM
Please provide information of the source and identifying factors (such as grant or bills numbers, etc.) and
amounts of all funds provide to the City of Houston, Transtar, and SafeClear since 2004. Please clarify if
such funds have a predesignated use requirement, such as street maintenance, etc., for their use.
Thank you.
Suzanne Poole
Houston Professinal Towing Association
P. O. Box 1035
Missouri City, Texas 77459
281-438-5427
Message number 0
From: Edith Lowery
To: Pauline Higgins <David Couch; Bryan Pennington; Jack Richards; Donald
Pieper>
Subject: FW: Houston METRO information
Date: 2/11/2010 3:43:05 PM
See attached correspondence from FTA Procurement System Review contractor. Please have all the
METRO Solutions contract documents ready for the contractor’s review when they arrive on 02/22/10.
Based on a request from Pauline, I will set up a meeting either tomorrow or Monday to discuss
preparation for the review.
edie
From: Edith Lowery
Sent: Thursday, February 11, 2010 9:00 AM
To: 'George Harris'
Cc: gail.lyssy@fta.gof; 'Julie Robinowitz'; Pauline Higgins; Paul Como; Michael Kyme; Mary Groves;
Michael Southwell; Gregory Williams; Louise Richman; Art Smiley
Subject:
RE: Houston METRO information
George: I’m sending a copy of this email to METRO Procurement and other key staff so they can
assemble the contract documents from the list previously provided. They will have the documents ready
so that Julie can begin her review on Monday afternoon.
There is an excel file named “schedule” on the CD I previously sent. The first tab in that file is also
named “schedule” and provides a matrix of the dates / times of meetings I have already arranged with the
staff identified in FTA’s PSR notice letter. All the staff interviews are on Monday afternoon, 02/22/10
and Tuesday morning, 02/23/10. Please let me know as soon as possible if this schedule is acceptable, if
there are changes you wish to make, or if there are other staff with whom you wish to visit.
edie
From: George Harris [mailto:gharris@calyptusgroup.com]
To: Edith Lowery
Cc: gail.lyssy@fta.gof; 'Julie Robinowitz'
Subject:
RE: Houston METRO information
Edie:
How are you this morning? I am just writing to let you know that since there have been 59
contracts/POs over the last two years having associated FTA funding, we would like to review all of
these procurements. We will select from the list of Work Orders on the IDIQs. We will want to start the
process on Monday PM. Julie Robinowitz of Calyptus will be sending you a proposed Agenda for the
week once FTA approves it. We would like to complete all of the interviews in the first two days if
possible.
Thanks for sending a comprehensive set of materials to prepare us for the upcoming visit!
Best regards,
George
Dr. George L. Harris
President
Calyptus Consulting Group, Inc.
222 Third Street, Suite 2242
Cambridge, MA 02142
617.577.0041 (Office)
617.577.0042 (fax)
Message number 0
To: Pauline Higgins <Nicole Montgomery>
Subject: TPIA MTA NO. 2010-0118: Benjamin Hall
Date: 2/11/2010 11:55:30 AM

SKMBT_C45110021112360.pdf
Nicole:
Please see attached TPIA request. We will be seeking an Attorney General Opinion with
regard to the matter. Please begin compiling data for submission to the Attorney General’s
office and forward same to my attention by no later than February 15, 2010.
RA: Gregory Williams
Thank you.
From: room03043@ridemetro.org [mailto:room03043@ridemetro.org]
Subject: Message from KMBT_C451
Message number 0
To: Pauline Higgins <Jakki Hansen; Pauline Higgins; Paul Como; Janet Alford>
Subject: RE: PLEASE READ AND LET US DISCUSS.PEH.: Iron Mountain Invoices
Date: 2/11/2010 10:39:01 AM

image001.png
image002.jpg
At this time we do not have an actual contract for Iron Mountain. Reason: METRO has always
contracted with the State to get the best pricing. The State contract ended 12/31/2009, because they
were late in soliciting for bids and requested and emergency extension, which approval was granted from
January 1, 2010 until March 31, 2010. Iron Mountain had also agreed to let us use the extended pricing
until March 31, 2010. A new contract will be issued to both the State and storage company the State
selected to be attached to their contract. The correct account number (2351) will be applied. At
present a PO was issued to Iron Mountain for us to pay invoices from (1/10 through 3/10). Once the
journal entries are made and the correct RC code is charged we will be straight going forward.
From: Jakki Hansen
To: Pauline Higgins; Paul Como; Janet Alford
Cc: Marjorie Carter; Janet Tezino; Hallie Sadberry
Subject:
Re: PLEASE READ AND LET US DISCUSS.PEH.: Iron Mountain Invoices
Marjorie, please get with Janet to handle the administrative mod/re-coding of the contract. I will handle
the invoice and journal entry situation.
Jakki A. Hansen
1900 Main Street

To: Paul Como; Janet Alford
Cc: Marjorie Carter; Jakki Hansen; Janet Tezino; Hallie Sadberry
Sent: Wed Feb 10 17:33:28 2010
Subject: PLEASE READ AND LET US DISCUSS.PEH.: Iron Mountain Invoices
SEE BELOW. WE NEED TO GET THIS FIXED. Marjorie, please get with Jakki and Jackie
Fitzgerald and Janet to correct. Thanks. Pauline
_______________
1900 Main Street
(CSG) to review fourth quarter
and year 2009 results
2.
Status of CSG and New York
State Common Retirement Fund
3.
Status of year-end audit by
McConnell & Jones
4.
Approval of minutes of prior
pension meeting
5.
Other business as may come
before the Boards
Message number 0
To: Pauline Higgins <Jakki Hansen; Pauline Higgins; Paul Como; Janet Alford>
Subject: RE: PLEASE READ AND LET US DISCUSS.PEH.: Iron Mountain Invoices
Date: 2/11/2010 10:39:01 AM

image001.png
image002.jpg
At this time we do not have an actual contract for Iron Mountain. Reason: METRO has always
contracted with the State to get the best pricing. The State contract ended 12/31/2009, because they
were late in soliciting for bids and requested and emergency extension, which approval was granted from
January 1, 2010 until March 31, 2010. Iron Mountain had also agreed to let us use the extended pricing
until March 31, 2010. A new contract will be issued to both the State and storage company the State
selected to be attached to their contract. The correct account number (2351) will be applied. At
present a PO was issued to Iron Mountain for us to pay invoices from (1/10 through 3/10). Once the
journal entries are made and the correct RC code is charged we will be straight going forward.
From: Jakki Hansen
To: Pauline Higgins; Paul Como; Janet Alford
Cc: Marjorie Carter; Janet Tezino; Hallie Sadberry
Subject:
Re: PLEASE READ AND LET US DISCUSS.PEH.: Iron Mountain Invoices
Marjorie, please get with Janet to handle the administrative mod/re-coding of the contract. I will handle
the invoice and journal entry situation.
Jakki A. Hansen
1900 Main Street

To: Paul Como; Janet Alford
Cc: Marjorie Carter; Jakki Hansen; Janet Tezino; Hallie Sadberry
Sent: Wed Feb 10 17:33:28 2010
Subject: PLEASE READ AND LET US DISCUSS.PEH.: Iron Mountain Invoices
SEE BELOW. WE NEED TO GET THIS FIXED. Marjorie, please get with Jakki and Jackie
Fitzgerald and Janet to correct. Thanks. Pauline
_______________
1900 Main Street
Higgins, Esquire
To: Pauline Higgins
Subject:
RE: Iron Mountain Invoices
Pauline,
There are 2 issues here:
1.
The Contract – It has to be administratively modified by Procurement (Janet Alford) to correctly map
payments to the correct account and responsibility center. This is required because the contract was
originally awarded against Administrative Services which is not part of Operations. Marjorie should
spearhead working with Janet. Once the contract has been modified in PRISM, payments will correctly
be charged to OGC.
2.
The Journal Entry – Actual expenses for the 4 month period when the contract remained coded to
Administrative Services should be journaled into the OGC. This is a collaborative process between
Marjorie and Jackie Fitzgerald.
Give me a day or so and I’ll get the parties together, facilitate the solution and fix the problem.
Philip M. Brenner
Finance Department

To: Marjorie Carter; Jacqueline Fitzgerald; Philip Brenner; Jakki Hansen
Cc: Mary Fay; Rocky Marrero
Subject:
Re: Iron Mountain Invoices
We need to get the amounts to hit the proper account currently and timely. How do we get this to
happen automatically and w/o transferring journal entries.

1900 Main Street
(713) 652 4305
To: Jacqueline Fitzgerald; Philip Brenner; Pauline Higgins
Sent: Wed Feb 10 09:36:08 2010
Subject: RE: Iron Mountain Invoices
Jackie,
Our RC is 2351 (Legal)
From: Jacqueline Fitzgerald
To: Philip Brenner; Marjorie Carter; Pauline Higgins
Subject:
I’ve attached a copy of the journal entry for January.
Debits
2351-5049932 = $14,916.91
2351-5030503 = $4,652.92
Note: the credit for this journal entry was from the wrong RC. 2341 was credited instead of 2431, I
will correct in February. This will not affect the debits made to Legal (2351).
To: Marjorie Carter; Pauline Higgins
Cc: Jacqueline Fitzgerald; Mary Fay
Subject: RE: Iron Mountain Invoices
All:
FYI, the Journal Entry did not hit in the month of January, as expenses in the support services account
(5039901) for the month are only $35 in the OGC RC.
As of this morning, the Journal Entry has not yet been processed.
Jackie, to track this from the FM side, what RC & account should I be looking at?
Philip M. Brenner
Finance Department
( (713) 652-4322
Fax: (713) 758-9326

To: Pauline Higgins
Cc: Philip Brenner
Subject:
FW: Iron Mountain Invoices
Pauline,
I spoke with Phil concerning the budget for Iron Mountain to let him know all invoices once paid in
Oracle were still going to the old account number (facilities maintenance 2431). Jackie Fitzgerald of that
division has done a journal entry and redirected the charges to the appropriate account 2351 (read
below) . If you have more concerns let me know.
From: Jacqueline Fitzgerald
To: Marjorie Carter
Subject:
I created a journal entry this month to move all the $ that have hit our account so far. It should show up
on your January financials.
Message number 0
From: Rocky Marrero
Subject: Re: Rep Turner
Date: 2/11/2010 6:26:51 AM
I don't foresee any issues but I need to run this by Andy. I will get
back you early this am.
Rocky
On Feb 11, 2010, at 6:21 AM, "Pauline Higgins" <Pauline.Higgins@ridemetro.org

> wrote:
> He wants extension of time from 90 days to 180 days to give him time
> to "go after" the contractor who built the building and tapped into
> our sewer.
>
> Today, let me see the letter that was sent to his constituent (the
> doctor) and let's send a new letter extending the time. Is there a
> reason why we cannot extend?
>
> Rocky, is this okay with you? Please advise.
>
> Thanks!
>
> Pauline
>
> Pauline E. Higgins, LLM, JD, CPA
> Senior Vice President
> General Counsel and Corporate Secretary
> Metropolitan Transit Authority Harris County
> 1900 Main Street
> Houston, Texas 77002
> (713) 652 4305
Message number 0
Date: 2/11/2010 6:16:48 AM

1900 Main Street
(713) 652 4305

To: John Sedlak; Jakki Hansen
Sent: Thu Feb 11 05:46:21 2010
Jakki: See attached email. Please get with John to respond to his inquiry about open records request
concerning me. Thanks!

1900 Main Street
(713) 652 4305

To: John Sedlak
Cc: Frank Wilson; Joanne Wright; Pauline Higgins
Sent: Thu Feb 11 05:33:39 2010
Subject: Re: Open records request
John:
Regarding your attached email, since the open record request concerns me, ethically, I should not and I am
not handling. I do not recall your asking that a copy be submitted to you or Frank. I recalled your asking how
it was being handled and on my return to my office, I conveyed to Jakki of your inquiry. Had I realized that
you wanted further action, I would have had Jakki talk directly to you as I will have her do this morning.
I do not have a copy of what is being handled on my behalf since I have stayed completely out of the matter.
My being involved in my own open records request would be subject to question and, additionally, would be a
clear conflict of interest.
I have copied Jakki Hansen on this email so that she may confer with you today on this matter.

1900 Main Street
(713) 652 4305
From: John Sedlak

To: Pauline Higgins
Sent: Wed Feb 10 20:56:31 2010
Message number 0
From: John Sedlak
Date: 2/10/2010 8:56:32 PM
Subject
: TPIA MTA NO. 2010-0117: Paul Magaziner
Nicole:
Please see below TPIA request from Mr. Magaziner. Please forward responsive information to my
attention by no later than February 12, 2010.
RA: Jakki Hansen
Thank you.
Jacqueline Hojem
713-739-4071
From: Paul Magaziner [mailto:magaziner@yahoo.com]
Cc: Jacqueline Hojem
Subject:
Re: TPIA MTA NO. 2010-0101: Paul Magaziner
NEW FOIA: (3 Barton Smith Forecast Reports)
1. I also need a copy of Barton Smith's June 2009 MTA Forecast.
2. Additionally, I would like a copy of Barton Smith's updated Dec 2009 MTA Forecast
3. I would like a copy of Barton Smiths Updated Forecast in September 2009 to the COH. (MTA gets
a copy)
I will be happy to pay. I will pick up this my other FOIA info today at 10:45.
Regards,
Paul Magaziner
3773 Richmond Ave
Houston Tx 77046
Important:
This message may contain privileged and confidential information intended only for the use of the
addressee/s named above. If you are not the intended recipient of this message, you are hereby notified
that any use, distribution or reporduction of this message, partial or in its entirety, is prohibited. If you
have received this message in error, please notify the sender immediately.
Circular 230 Notice - Any tax advice included in this electronic message (including any attachment/s) is
not intended or written to be used for the purpose of avoiding tax related penalties under the Internal
Revenue Code or applicable state or local tax law provisions.
--- On Thu, 2/4/10, Open Records Requests <openrecordsrequest@ridemetro.org>

wrote:
From: Open Records Requests <openrecordsrequest@ridemetro.org>

Subject: TPIA MTA NO. 2010-0101: Paul Magaziner
To: "'Paul Magaziner'" <magaziner@yahoo.com>
Date: Thursday, February 4, 2010, 4:40 PM
Please see attached correspondence as it relates to your TPIA request. Thank you.
Message number 0
From: Kristen McDade
To: Pauline Higgins <Carroll, Stephen; Leon Davis; Jose Enriquez; Amelia
Pellerin; Armando Trevino; 'Cassie.Stinson@kellyhart.com'>
Subject: RE: SE_49_50 Final Offer Letter ----- Texas Landowner's Bill of
Rights - Statute Revisions
Date: 2/10/2010 8:25:16 AM
Leon:
Get the landowner bill of rights out to them this morning unless we have already sent them a second
one….in which case we need that date it was sent.
Thanks
Kristen
From: Carroll, Stephen [mailto:scarroll@fulbright.com]
To: Kristen McDade; Leon Davis; Jose Enriquez; Amelia Pellerin; Armando Trevino;
'Cassie.Stinson@kellyhart.com'
Cc: David Couch; Pauline Higgins; Todd Mason; Nicole Montgomery; Matthew Wright; Benford, Alaina
Subject: SE_49_50 Final Offer Letter ----- Texas Landowner's Bill of Rights - Statute Revisions
CONFIDENTIAL & PRIVILEGED
Attorney-Client Communication
With regard to sending the final offer letter on SE_49_50 tomorrow morning, please review my message
below from last week.
A new Texas landowner's bill of rights statute became effective January 15, 2010. The Texas Attorney
General may be taking the position that a second landowner's bill of rights must be sent at least 7 days before
sending a final offer letter. I wrote to the Texas Attorney General last week, urging him to conclude that the
landowner's bill of rights must only be sent one time. We expect a new landowner's bill of rights statement to
be published soon, but until it is we do not know what position the Texas Attorney General will take.
If the Texas Attorney General takes the position that the landowner's bill of rights must be sent a second
time, and we have not sent it a second time, we can expect that SE_49_50's attorney will assert that METRO
lost the power of eminent domain by not following proper condemnation procedure.
I am not trying to slow up the process, but METRO will be taking a risk if the final offer letter to SE_49_50 is
not preceded by the delivery of a landowner's bill of rights statement 7 days before sending the final offer
letter.
Stephen K. Carroll, Partner
From: Carroll, Stephen

To: 'Pauline Higgins'; 'Matthew Wright'; 'Stinson, Cassie'; 'Stephen Brown'
Cc: 'David Couch'; 'Todd Mason'; 'Kristen McDade'; 'Leon Davis'; 'Stasia Broughton'; 'Amelia Pellerin';
Benford, Alaina
Subject: RE: Texas Landowner's Bill of Rights - Statute Revisions
The interpretation of the revised Landowner's Bill of Rights statute, requiring a second delivery of the
Landowner's Bill of Rights statement, not later than 7 days before sending a final offer letter, even if a
Landowner's Bill of Rights was previously furnished, appears to be the interpretation of the Texas Attorney
General. This is based upon a draft revised Landowner's Bill of Rights statement, that was sent to me by the
Texas Attorney General.
I am going to write to the Texas Attorney General this week, and attempt to convince them that a preferred
interpretation would only require the delivery of the Landowner's Bill of Rights once.
From: Carroll, Stephen

Sent: Monday, February 01, 2010 2:41 PM
To: 'Pauline Higgins'; 'Matthew Wright'; Stinson, Cassie; 'Stephen Brown'
Cc: 'David Couch'; 'Todd Mason'; Kristen McDade; 'Leon Davis'; Stasia Broughton; Amelia Pellerin; Benford,
Alaina
Subject: Texas Landowner's Bill of Rights - Statute Revisions
On January 15, 2010, the provisions of H.B. 2685 became law. The text of the new statute is as follows:
AN ACT
relating to the landowner's bill of rights.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Section 21.0112(a), Property Code, is amended to
read as follows:
(a) Not later than the seventh day before the date [Before]
a governmental or private entity with eminent domain authority
makes a final offer to [begins negotiating with] a property owner to
acquire real property, the entity must send by first-class mail or
otherwise provide a landowner's bill of rights statement provided
by Section 402.031, Government Code, to the last known address of
the person in whose name the property is listed on the most recent
tax roll of any appropriate taxing unit authorized by law to levy
property taxes against the property. In addition to the other
requirements of this subsection, an entity with eminent domain
authority shall provide a copy of the landowner's bill of rights
statement to a landowner before or at the same time as the entity
first represents in any manner to the landowner that the entity
possesses eminent domain authority.
SECTION 2. As soon as practicable after the effective date
of this Act, the attorney general's office shall prepare a new
landowner's bill of rights statement under Section 402.031,
Government Code, as added by Chapter 1201 (H.B. 1495), Acts of the
80th Legislature, Regular Session, 2007, to incorporate the general
law changes made by the 81st Legislature and any constitutional
amendments proposed by the 81st Legislature and approved by the
voters. The attorney general's office shall consult with
stakeholders regarding the draft of the statement. The statement
shall be drafted in plain language.
SECTION 3. This Act takes effect January 15, 2010.
There are several changes to the previous Landowner's Bill of Rights statute. No longer must a
Landowner's Bill of Rights statement be sent upon first contact - but a Landowner's Bill of Rights statement
must be furnished before or at the same time that an entity with eminent domain authority first represents in
any manner to the landowner that the entity possesses eminent domain authority. This time may be upon
first contact for METRO.
In addition, not later than 7 days before sending a final offer letter, the entity with eminent domain authority
must again furnish the Landowner's Bill of Rights statement. NOTE THAT THIS APPEARS TO MEAN THAT THE
LANDOWNER'S BILL OF RIGHTS STATEMENT MUST BE FURNISHED TWICE, AND THAT IT MUST BE SENT 7
DAYS BEFORE ANY FINAL OFFERS LETTERS ARE SENT.
FULBRIGHT & Jaworski L.L.P. • Fulbright Tower • 1301 McKinney, Suite 5100 • Houston, Texas 77010-3095
Message number 0
From: Rocky Marrero
Subject: RE: Call From Rep. Sylvester Turner Tonight Regarding Doctor With
Sewer "Removal" Issue Costing 50k.
Date: 2/10/2010 7:28:48 AM
Pauline,
C. Gibson is fully aware of the situation.
He should be able to brief you on the matter.
Do let me know if you need any information from me.
Rocky
To: Jakki Hansen; C. Gibson; Rocky Marrero
Cc: Thomas Jasien; John Sedlak; Joanne Wright; Adriana Moreno; Pauline Higgins
Subject: Call From Rep. Sylvester Turner Tonight Regarding Doctor With Sewer "Removal" Issue Costing 50k.
Rocky, C. and Jakki: I just received a call from Rep. Sylvester Turner regarding a doctor, Rep. Turner's constituent,
who we are asking to "switch" her sewer that will cost the doctor $50,000 if she complies with our request.
Additionally, he asserts, this will close the doctor's business. I am to call him back tomorrow by 10:30am regarding this
matter that he says is being handled by you, especially maintenance, for a while.
I have no further details. He is asking me to help and handle. I have copied Tom Jasien since this call is from a
representative.
Let's discuss tomorrow. I have meetings most of the morning starting at 8am.
Jakki and C. Pls see me and then we can conference with Rocky to figure this out. Is Real Estate involved? Is this a.
Metro Solutions or real estate matter?
Thanks for the details tomorrow!

1900 Main Street
(713) 652 4305
Message number 0
Subject: Re: Meet me in the garage @ 7:45. Driving. Need to be back by 9am for
Bd Cmte. End. Thanks!
Date: 2/10/2010 7:28:42 AM
Yup
--------------------------

To: George Smalley
Sent: Wed Feb 10 06:40:27 2010
Subject: Meet me in the garage @ 7:45. Driving. Need to be back by 9am for Bd Cmte. End. Thanks!

1900 Main Street
(713) 652 4305
Message number 0
Subject: Re: priority list ... where we still need Cassie
Date: 2/9/2010 10:36:21 PM
Pauline, I think you may have misread the intent of my email. Kristen was in the meeting this morning and
dave put us all under pressure to deliver. The sole purpose of my email was to make sure that we have the
approriate resources available to deliver on time - some of the parcels are tight schedule wise so we cannot
afford any slips here. Agree that nicole is the coordinator but on this issue, I needed to make sure the 2 key
people involved I.e. You/dave got the message direct from me - I need to get nicoles address stored in my
blackberry. Bottom line is I'm just trying to get the job done. like you. Bryan

To: Bryan Pennington
Sent: Tue Feb 09 22:25:22 2010
Subject: Re: priority list ... where we still need Cassie
Quit playing politics. It is OGC call. Don't be influenced. Nicole is the point of contact, not Kristen or Todd.
Thanks!

1900 Main Street
(713) 652 4305

To: David Couch; Pauline Higgins
Cc: Kristen McDade
Sent: Tue Feb 09 22:19:17 2010
Subject: Fw: priority list ... where we still need Cassie
Dave/pauline, further to our meeting last week, I believe that we are all on the same page that we are so close
to the end of the real estate process that it makes sense that we keep cassie on in the final push on the
"tigger" team list.
I can understand that there are potential issues of liability etc between her new and old practices but we need
to make sure that this does not slow down the momentum.
I saw a note that she was at orientation for the next day or so. However, the point of trhis email is to make
sure that it is clear to all concerned that the list in darrwlls email is what she needs to work on.
Dave, we went thro the list of priorities this am so I don't need to repeat. I just want to make sure that there
are no impediments to cassie helping us resolve the last few interesting parcels. Bryan

To: Bryan Pennington
Cc: Rives, Shannon <SRives@PIRNIE.COM>; Michael (Bruce) Krantz
Sent: Tue Feb 09 17:34:08 2010
Subject: priority list ... where we still need Cassie
Bryan,
Priority parcels that we still need help from Cassie:
1)
SE-246/248 – hot, hot, hot.
2)
SE-049/050 – hot, hot, hot.
3)
SE-256/257 – hot, hot
4)
SE- 228-240 – hot, hot
5)
SE-715DT, 727DT, 814DT – hot, hot
6)
SE-258 – hot
7)
SE-101 – hot
Darrell
___________________________
Darrell W. Burtner
Sr. Program Director
1900 Main Street
P.O. Box 61439
Message number 0
To: Pauline Higgins <Jakki Hansen>
Subject: Support Services
Date: 2/9/2010 9:48:16 AM

image001.png
Good Morning,
Included in the FY2010 budget was a line item for $67,200 or $5,600 monthly for an Archive Record
Storage Contract. So far this fiscal year, in the support Services Account (which includes several other
items) OGC has spent only $2,895.
I was under the impression that this contract was already in place. I would have thought that we’d see
expenses.
Please advise as to the cause of the underrun.
Philip M. Brenner
Finance Department
Message number 0
To: Pauline Higgins <Pauline Higgins; Jakki Hansen>
Subject: FW: Message from KMBT_C451
Date: 2/8/2010 9:42:41 AM

SKMBT_C45110020810420.pdf
image001.png
Good Morning,
Attached is a preliminary copy of the January financials for OGC. In the category of Services, you are
$211,767 under budget YTD. Legal Fees alone are $93,675 under budget, and year to date, they show
a credit amount of $10,343.
Something is up here. Please investigate and let me know so that if/when I’m questioned by Walter or
Louise I can provide a satisfactory answer.
Normally, I would address underruns of this magnitude in the monthly letter, but am still holding off. If
the trend continues, I’m going to have to mention it next month. If there’s a valid reason for the
underruns, that’s ok – I just need to understand.
Thanks.
Philip M. Brenner
Finance Department
( (713) 652-4322
Fax: (713) 758-9326

Sent: Monday, February 08, 2010 4:43 AM
To: pb06
Subject:
Message from KMBT_C451
Message number 0
From: Gabriel Matos
To: Pauline Higgins <'Junkin, Fred'>
Subject: RE: METRO v. Sanchez (EE 91): Revised Settlement Documents
Date: 2/8/2010 8:31:57 AM
Good morning Fred:

Please proceed with both: the proposed Settlement Agreement and Final Judgment
GM
From: Junkin, Fred [mailto:FredJunkin@andrewskurth.com]
Sent: Sunday, February 07, 2010 1:19 PM
To: Gabriel Matos
Cc: Todd Mason; Kristen McDade; Rhia Miller; Pauline Higgins; Jakki Hansen; Matthew Wright;
Nicole Montgomery
Subject:
METRO v. Sanchez (EE 91): Revised Settlement Documents
Privileged and Confidential:
Attorney Work Product
Attorney-Client Communication
Gabriel:
Attached for review and approval with respect to the referenced proceeding are revised drafts of (i) the
proposed Settlement Agreement and (ii) the proposed Final Judgment. Please let me know whether these
settlement documents are agreeable to METRO.
Should you have any questions or concerns, do not hesitate to call me.
Thank you,
Fred Junkin
Andrews Kurth LLP
600 Travis Street, Suite 4200
Confidentiality Notice: The information contained in this e-mail and any attachments to it may be legally
privileged and include confidential information intended only for the recipient(s) identified above. If you
are not one of those intended recipients, you are hereby notified that any dissemination, distribution or
copying of this e-mail or its attachments is strictly prohibited. If you have received this e-mail in error,
please notify the sender of that fact by return e-mail and permanently delete the e-mail and any
attachments to it immediately. Please do not retain, copy or use this e-mail or its attachments for any
purpose, nor disclose all or any part of its contents to any other person. Thank you
Treasury Circular 230 Disclosure: Any tax advice in this e-mail (including any attachment) is not intended
or written to be used, and cannot be used, by any person, for the purpose of avoiding penalties that may
be imposed on the person. If this e-mail is used or referred to in connection with the promoting or
marketing of any transaction(s) or matter(s), it should be construed as written to support the promoting
or marketing of the transaction(s) or matter(s), and the taxpayer should seek advice based on the
taxpayer's particular circumstances from an independent tax advisor.
Message number 0
Subject: RE: Files and Cassie Stinson
Date: 2/7/2010 12:06:14 PM
The only thing I told her was that I was coming back to METRO and that
we had lunch.
Sent: Sunday, February 07, 2010 8:01 AM
To: Locke, Gene
Subject: Files and Cassie Stinson
Gene: I need to speak to you about this matter. I am not sure what you
told Cassie about our luncheon discussion or why she needed to know that
I had lunch with you. I need to get an understanding of what transpired
after lunch and in your discussion. Please give me a call and let me
know when you are available to speak.
Thanks!

1900 Main Street
(713) 652 4305
you
Message number 0
To: Pauline Higgins <Jakki Hansen>
Subject: IMPORTANT: Open Records Request Re FJW By Lloyd Kelley Being Handled
By Paula Alexander, VP, Corporate Development Per FJW's Request
Date: 2/6/2010 7:12:40 AM
Jakki: Please see me Monday regarding the handling of the TPIA that was sent for FJW, et al, the handling with Paula
Alexander as the coordinator and reviewer of the requested records, and the style for the drafting of the letter, and our
review process since the handling of this not the norm.
Our meeting on this matter Monday is necessary and urgent!
Thanks!

1900 Main Street
(713) 652 4305
Message number 0
To: Pauline Higgins <Frank Wilson; M. Helen Cavazos; John Sedlak>
Subject: Negative Impact of Unilateral Actions Taken Against OGC In My Absence
Date: 2/18/2010 11:57:24 PM
For the Record, as a result of the unilateral movement of OGC personnel to "other areas" during my absence and
without the appropriate and respectful discussion and consultation with the GC, my staff has been traumatized and
have expressed such displeasure with the actions that were taken. As a result, some of my staff have advised me that
the situation is too disruptive and that they are seeking employment elsewhere and will eventually leave. They do not
like how I am being treated and have expressed such to me.
Further, our not been able to fill open positions, when we are in dire straits, while other "privileged areas" have been
allowed to hire or take spots, has been viewed as punitive, counterproductive and as "I'll show you who is in charge".
It has compromised the OGC's ability and efficiency.
I have been undermined and shown no respect whatsoever, clearly for all to see, and it has impacted my staff, the
results of which are tragic for the Authority-- the very entity about which we should care.
This remains a hostile and discriminatory work environment.

1900 Main Street
(713) 652 4305
Message number 0
From: Gilda Ramirez <gramirez@poha.com>
Subject: FW: Port of Houston Authority - MDI Group Discussions Regarding
Engineering and Project Management Services
Date: 2/5/2010 5:09:27 PM

The MDI Group Capability Statement_POHA_Jan 2010.doc
When did this take place?

From: Junior Higgins [mailto:higassoc@comcast.net]
To: Argentina James
Cc: Gilda Ramirez; Aston Hinds; James Jackson; Rainer Lilienthal; Michelle Owens; Nathaniel Higgins,
Jr
Subject:
Port of Houston Authority - MDI Group Discussions Regarding Engineering and Project Management
Services
Dear Argentina:
Thanks for the opportunity to visit with you to discuss the possibilities for our company, The MDI Group
(“MDI Group”), to provide engineering and project management services to the Port of Houston
Authority (“POHA”). Additionally, I appreciate the contacts that you have provided regarding the
various projects within POHA. I have copied those individuals on this note to you that summarizes my
background and professional career and a request for further discussions on how POHA and MDI
Group can forge a mutually beneficial partnership.
By way of introduction to all, I am Junior Higgins, President and CEO of MDI Group, a newly created
small business company that provides engineering and project management services to public and private
entities. I have been a licensed and registered Professional Engineer in the State of Texas since
September 1993 and have worked extensively across all segments of the Oil and Gas Industry as a
senior level Executive with respect to Engineering and Project Management in Refining, Chemicals, and
Exploration and Production, and the Management of various projects teams simultaneously located at
multiple local and international sites.
MDI Group professional services include, but are not limited to, the following,
 Training and providing staff support for POHA small businesses on project management
principles and deliver assurance through Appraise, Select, Define and Execute project phases;
 MDI Group project assistance to POHA on project portfolio management and stakeholder
assurance (reporting responsibility, project progress and stakeholder intervention);
 POHA Projects Academy support on curriculum development and small business project
management certification;
 Staff augmentation for prime contractors, and others, on project planning, cost estimating, change
management, risk management, project execution and project close-out support; and
 POHA’s sole source projects and business needs such as routine maintenance and routine capital
projects in support of POHA’s operations.
With respect to POHA operations, my experience as the Technical Engineering and Projects Supervisor
for Exxon Baytown Refinery Oil Movements Group with responsibilities that included Docks and Marine
operations, demurrage management, product storage, loading and unloading between Exxon Baytown
plant operations and arriving high seas vessels (lighters to delivery vessels) and land based transportation
is an excellent fit with POHA operations.
MDI Group holds the following certifications: Small Business Enterprise (“SBE”) with POHA; Minority
Business Enterprise (“MBE”) with the Houston Minority Supplier Development Council (“HMSDC”);
and a Historically Underutilized Business (“HUB”) with the State of Texas.
I have attached, for your information, a summary of MDI Group’s capabilities and the services we
provide.
I would appreciate the opportunity, and will be contacting you in order to discuss POHA needs and to
explore, in depth, how MDI Group can aid you in achieving your short term and long term goals and
objectives.
Should you have any questions, please contact me at 281-704-4855. Thanks very much.
Sincerely,
Nathaniel J. ("Junior") Higgins, Jr, P.E.
The MDI Group, LLC
President & CEO
281-704-4855
j.higgins@themdigroup.net
Message number 0
From: Benford, Alaina <abenford@fulbright.com>
To: Pauline Higgins <Benford, Alaina; Kristen McDade; Leon Davis; Stasia
Broughton; Rhia Miller; Chavon Carr; Matthew Deal; Matthew Wright;
'cbstinson@earthlink.net'>
Subject: Parcel 161 (Szmalec)
Date: 2/5/2010 4:08:06 PM

Parcel 161 Mediation Settmnt.pdf
All,
This case settled yesterday at mediation for $196,190.00. METRO's last appraisal of this property was
$158,000. The landowner's initial demand at mediation was $310,333.
A copy of the Mediation Settlement Agreement is attached. We will prepare an Agreed Final Judgment
to resolve this case since the landowner previously withdrew the amount of the commissioners' award
($155,000.00). METRO's check to the landowner will be for the difference between the settlement
amount of $196,190.00 and $155,000.00. We will confirm the payee's name with the landowner's
attorney, Michael Smith.
Regards,
Alaina King Benford, Sr. Associate
Message number 0
Date: 2/4/2010 4:55:02 PM
notice was sent.
the original list.
Kimberely Wells
_____________________________________________
_______________

1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Esquire
To: Pauline Higgins
Message number 0
Date: 2/4/2010 4:55:02 PM
notice was sent.
the original list.
Kimberely Wells
Office: 713-739-3818
kc04@ridemetro.org
_____________________________________________
_______________

1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Esquire
To: Pauline Higgins
Where: 14th Floor
FYI.
To: Kimberely Wells
Subject: Cell Phone Policy
Where: 14th Floor
Meeting Agenda:
Session A: Attendees – F. Wilson, D. Feeley, H. Le and K. Wells
1. Current Cell Phone Policy
Session B: Attendees – F. Wilson, L. Richman and H. Cavazos (Via Telephone)
2. Health & Welfare Trust Trustees
Mr. Feeley you may want to include both Tangee and Andy in the meeting. I will provide more
background regarding the meeting via telephone if needed.
Message number 0
Subject: TPIA MTA NO. 2010-0113 - Paul Magaziner
Date: 2/4/2010 4:22:47 PM
Nicole:
Please see below TPIA request. Please review and begin compiling the responsive
documents.
RA: Gregory Williams
Please forward responsive documents by no later than February 10, 2010.
Jacqueline Hojem
713-739-4071
From: Paul Magaziner [mailto:magaziner@yahoo.com]
Sent: Sunday, January 31, 2010 8:42 AM
Subject: TXPIA request
Please provide me with a copy of the Following Three (3) Traffic Engineering reports.
1. METRO North LRT Corridor Traffic Impact Study Analysis ---this report could be the
Dannenbaum Eng June 2008 report OR I will take the LATEST traffic study on the North Corridor. The
above report was done for the major throughfare and freeway amendment.
2. METRO Uptown LRT Corridor Analysis for MTFP amendments. This report was generated by
Walter P Moore in August 2008. If there is a later traffic engineering report, I will take that one.
3. Harrisburg or East Alignment: Please give me a copy of the Metro East End LRT Corridor report,
dated March 2009 by Kimberly Horn.
I prefer a Digital file on all 3 above Traffic Engineering reports. If not, I will buy a print copy.
On another recent TXPIA, I have requested the University Alignment Traffic Impact engineering study.
The Texas AG has already ordered MTA to turn over the final traffic reports on the SE alignment in an
AG letter to Ms. Pauline Higgins. (OR2010-01226) Therefore by extension, all final reports are subject
to TXPIA/FOIA. The North alignment is final. The East alignment is final and so is MTA's Uptown
alignment .
I would appreciate these reports being released asap. (Please forward this open records request to
Ms. Higgins)
I know of one "print" reporter Denied the Uptown Traffic Report in the last 120 days.
MTA has freely "given" these report to Major Downtown Stakeholders as well as Uptown in the past.
In fact, Downtown Stakeholders have asked MTA for further reports in Nov / Dec 2009.
We have a new Mayor. Let the transparency begin, MTA paid for these reports using sales tax dollars.
Regards,
Paul Magaziner
3773 Richmond Ave
Houston Tx 77046
Important:
T his message may contain privileged and confidential information intended only for the use of the addressee/s named above. If you are
not the intended recipient of this message, you are hereby notified that any use, distribution or reporduction of this message, partial or
in its entirety, is prohibited. If you have received this message in error, please notify the sender immediately.
Circular 230 Notice - Any tax advice included in this electronic message (including any attachment/s) is
not intended or written to be used for the purpose of avoiding tax related penalties under the Internal
Revenue Code or applicable state or local tax law provisions.
Message number 0
Subject: TPIA MTA NO. 2010-0110: Paul Magaziner
Date: 2/4/2010 3:31:59 PM
Nicole:
Please see below TPIA request. Please forward to the appropriate party for handling.
Please forward the responsive information to my attention by no later than February 9, 2010.
RA: Greg Williams
Jacqueline Hojem
Paralegal
713-739-4071
==========================
NEW FOIA:
Please give me a copy of the Traffic Engineering report on the University Alignment. 2009 if possible.
Or 2008 if that is the only report MTA has generated. Digital Files are preferred! But, I will take a
paper copy if not. PLEASE SEND ME ANOTHER CONFIRMATION ON THIS OPEN RECORD
REQUEST........thanks.
Paul Magaziner
Message number 0
From: Paul Como
Subject: RE: Rudy Meeting
Date: 2/4/2010 3:12:15 PM
It was my understanding that Gregg, Jackie and you had discussed the issue. It should be noted that Mr.
Sutherland did not arrive until about 2:30. Why he left without speaking to anyone I don’t know.
To: Paul Como
Subject:
Re: Rudy Meeting
You should have been on 3rd floor waiting for him!! Who knew to call you if I am not there? This
frustrates me.

1900 Main Street
(713) 652 4305
From: Paul Como
To: Pauline Higgins
Sent: Thu Feb 04 15:00:54 2010
Subject: Rudy Meeting
Pauline,
I’m currently in my office. We were waiting for Jackie to arrive to start the meeting. At this point it will
be Jackie and I participating. I asked them to call when they are ready to start.
Message number 0
To: Pauline Higgins <M. Helen Cavazos; Karen Kauffman; Rachel Zapien>
Subject: TPIA MTA NO. 2010-0109: John Knox White
Date: 2/4/2010 3:05:46 PM
Please see below TPIA request. Please review and begin compiling the requested information.
Please forward the information to my attention by no later than February 9, 2010.
RA: Matt Wright
Jacqueline Hojem
Paralegal
I am interested in receiving a copy of the 2009 Title VI Corrective Action Plan as well as the final
Analysis of this completed plan.
I can't seem to find it on your website, could you email me a copy of the documents? I would be very
grateful.
Thank you in advance.
--
***************************************************
Help make big things happen in 2010 by supporting TransForm now at www.TransFormCA.org/donate
- and get great perks!
John Knox White, Program Director, TransForm
www.TransFormCA.org
www.facebook.com/TransFormCA
www.twitter.com/TransForm_Alert
Message number 0
To: Pauline Higgins <Pauline Higgins; David Couch>
Subject: RE: Destructive Comments and Behavior
Date: 2/4/2010 2:49:15 PM
Dave, if you wish me to be involved pls advise as Dennis does not report to me since the reorg. bryan
To: David Couch; Bryan Pennington
Cc: Pauline Higgins
Subject: Destructive Comments and Behavior
Someone overheard Dennis Hough telling one of my staff that he/she has joined the "enemy", namely OGC. And, I am
told that the staff did not appreciate the comment. NOW, THAT IS DESTRUCTIVE LANGUAGE, COMMENT, AND
BEHAVIOR!
Can you please get your staff to stop these destructive comments and unprofessional behavior? There has to actions
and consequences for these things.
I am going to speak with Dennis directly regarding this matter. Will you join me?

1900 Main Street
(713) 652 4305
Message number 0
To: Pauline Higgins <Andrew Skabowski; Reginald [Reggie] Mason>
Subject: TPIA MTA NO. 2010-0108: Beverly Bretteney
Date: 2/4/2010 2:34:27 PM
Please see below request. We can provide information related to security training as it relates
to METRO bus operators.
Please forward any responsive information to my attention by no later than February 8, 2010.
RA: Jakki Hansen
Please call me with any questions at 713-739-4071. If I need to forward this request to anyone
else, please advice immediately. Thank you.
Jacqueline Hojem
I am a part of the National Transportation Security Center of
Excellence (NTSCOE) at Tougaloo College. In particular we are researching
Security Training for Bus Operators and I need the answers to these
questions listed below. If you can't answer them please direct me to
someone who can. All of the questions below are specifically pertaining to
Houston, TX.
Security Training for Bus Operators:
What is the mode of delivery of their training?
Have they or not done effectiveness on their training program?
Do they have any training program for Terrorist Attacks?
Respectfully,
Bretteney Beverly
Tougaloo College
Message number 0
Date: 2/18/2010 3:51:21 PM
Pauline
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Higgins, Esquire
Message number 0
From: Jakki Hansen
Subject: RE: PLS PUT EMAIL IN HER PERSONNEL FILE IN MY OFFICE. YOU HAVE
KEY.THANKS!: Completion of Work Before Departure
Date: 2/4/2010 11:06:36 AM
Will do.
Jakki A. Hansen
Tel: 713-739-3755
Fax: 713-739-4699
**************************************************************
signature.
To: Jakki Hansen
Subject:
PLS PUT EMAIL IN HER PERSONNEL FILE IN MY OFFICE. YOU HAVE KEY.THANKS!:
Completion of Work Before Departure

1900 Main Street
(713) 652 4305
From: Jacqueline Hojem
To: Pauline Higgins
Sent: Thu Feb 04 10:41:34 2010
Subject: RE: Completion of Work Before Departure
Yes ma’am…
To: Jacqueline Hojem; Gregory Williams; Jakki Hansen
Cc: Janet Tezino; Hallie Sadberry; Pauline Higgins
Subject: Completion of Work Before Departure
Jackie: Effective today, you must complete your TPIA that are due on the day that you leave BEFORE
you leave and you should confer and complete with the respective attorney. Please discuss this matter
with Greg as it relates to the one today and with Jakki going forward. Everyone is swamped and they
cannot assume your pending work. Thanks for your compliance and understanding. As I have discussed
before, Hallie, as my EA, cannot assume any TPIA role; she has too many functions on this desk. When
you are on planned vacation, Janet Tezino is your substitute and Marjorie assists with input. And, if Janet
is not here at the time that you are not here, you both need to get together and coordinate before your
leave and complete before you depart. My door is open for any discussion with any or all parties. We
are one team.
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
confidential
signature.
Higgins, Esquire
Message number 0
From: Wiginton, Jo - LGL <Jo.Wiginton@cityofhouston.net>
Subject: RE: General Mobility Contracts Request
Date: 2/4/2010 9:07:57 AM
Thank you so much.

Jo Wiginton
Sr Assistant City Attorney
832-393-6435
If you would like to receive periodic emails from Mayor Annise D. Parker and the City of
Houston on topics of interest to you and your neighborhood, please go to http://www.houstontx.gov
and register with CitizensNet.
To: 'Wiginton, Jo - LGL'; Open Records Requests; Jacqueline Hojem
Cc: Buzak, Martin - LGL; Michel, Arturo - LGL; Lacye, Carolyn - LGL; Harris, Adam - MYR; Taylor, Susan - LGL
Subject: RE: General Mobility Contracts Request
We will be responsive. I have copied Jacqueline Hojem as your contact and from whom you
will receive an official response. thanks. Pauline
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
As required by US Treasury Regulations, this communication is not intended or written to be
used, and cannot be used, by any person for the purpose of avoiding penalties that may be
imposed under US tax laws. Further, the information contained in this message is Attorney/Client
privileged and confidential. If you have received this message in error, please delete it. This message
does not reflect any intent by the sender or the sender's client to make any agreement by electronic
means or to constitute an electronic signature.
PLEASE DO NOT FORWARD, PRINT, PRINT SCREEN, OR COPY THIS EMAIL.
Pauline E. Higgins, Esquire
Cc: Buzak, Martin - LGL; Michel, Arturo - LGL; Lacye, Carolyn - LGL; Pauline Higgins; Harris, Adam - MYR;
Taylor, Susan - LGL
Subject: General Mobility Contracts Request
Importance: High
The Houston City Attorney has asked me to make a request to you under the Texas Public
Information Act for copies of the general mobility contracts currently in effect between Metro
and the following entities;
Harris County, Texas (Transportation Agreement for Special and Future designated Projects)
City of Humble, Texas (Congestion Mitigation Agreement)
City of Katy, Texas (Congestion Mitigation Agreement)
If there are any other agreements between Metro and governmental entities relating to
general mobility funding, would you also provide me a copy? If you have any questions, please
call me at the number below.
Thank you for your attention to this request.
Jo Wiginton
Message number 0
To: Pauline Higgins <Pauline Higgins; Jakki Hansen>
Subject: RE: List from yesterday: Metro Solutions' Single Point of Contact
Date: 2/4/2010 8:49:28 AM

METRO Solutions OGC List.docx
Pauline and Jakki,
See the attached list from our meeting yesterday.
Thanks,
Nicole


nicole montgomery@ridemetro.org
To: David Couch; Nicole Montgomery
Cc: Jakki Hansen
Subject: List from yesterday: Metro Solutions' Single Point of Contact
Nicole: please send me, with cc to Jakki, electronically, the list that you handed out to us yesterday so that I may
circulate and get a status. Thanks!

1900 Main Street
(713) 652 4305

From: David Couch
To: Pauline Higgins
Cc: Jakki Hansen; Hao Le; Gregory Williams; C. Gibson; Matthew Wright; Paul Como; Michael Kyme; Bryan
Pennington; Pauline Higgins; Todd Mason; Kimberly Williams; Deborah Richard; Kristen McDade; Alva Trevino;
Dennis Hough; Kevin Cronin; Michelle Fricke; Rhia Miller; Leon Davis; Esmeralda Vaughn; Camille Grazda; Navin
Sagar; Donald Pieper; Jack Richards; Hallie Sadberry
Sent: Thu Feb 04 07:22:49 2010
Subject: Re: Effective Today: Metro Solutions' Single Point of Contact
Pauline.
I completely agree. Nicole will be providing me a weekly update of

open issues with a copy to you so can stay current.
Dave
Sent from my iPhone
On Feb 4, 2010, at 5:51 AM, "Pauline Higgins" <Pauline.Higgins@ridemetro.org

> wrote:
> Dave and I met yesterday and on Wed, Feb 3, 2010, David Couch
> advised me, including Matt, that Nicole Montgomery will be the
> single point of contact for ALL METRO SOLUTIONS OGC/LEGAL matters
> and TPIA/OPEN RECORDS.
>
> We will, mutually, proceed in this manner of single point of contact
> on ALL Metro Solutions' matters, regardless of the nature.
> We will, as we are doing currently, keep a timeline on MS matters.
> No more firing of emails (with the world copied) to OGC or
> Procurement unless they come through, and are coordinated with,
> Nicole.
>
> Dave: if I have not stated this correctly, please adjust what I have
> noted above so that we all get on the same page with the same and
> correct message. And, if I have not copied everyone who needs to be
> aware, please forward or send your own email.
> -----
> All contractual matters are with Gregory Williams and overall MS is
> with Jakki Hansen. Real Estate, record retention, regulatory, and is
> with Matt, primarily, (and Jakki). Labor and employment matters are
> with Hao Le and C. Gibson is primary on personal injury.
>
> If you have questions or need clarity, you may call me or one of the
> attys noted above.
>
> It is all about excellence in work and the team concept for the best
> interest of the Authority. And, I hope that we can work,
> partnership, and collaborate in a professional and respectful manner.
>
> Have a great and productive day!
> -----
> Hallie: correspondence file on H drive
>
> Pauline E. Higgins, LLM, JD, CPA
> Senior Vice President
> General Counsel and Corporate Secretary
> Metropolitan Transit Authority Harris County
> 1900 Main Street
> Houston, Texas 77002
> (713) 652 4305
Message number 0
From: Hao Le
Subject:
Date: 2/3/2010 1:53:09 PM
Contractor will notify and obtain approval from METRO’s General Counsel before generating
confidential documents that may be subject to disclosure under the Texas Public Information Act.
Hao Le
Sr. Legal Counsel
**************************************
The information contained in this message is Attorney/Client privileged and confidential. If you have
received this message in error, please delete it. This message does not reflect any intent by the sender or
the sender's client to make any agreement by electronic means or to constitute an electronic signature.
Message number 0
Subject: FYI-TPIA Files & EDD Rushes !!
Date: 2/3/2010 1:37:12 PM

image001.jpg
Ms. H-
We have RUSHES on EDD’s and TPIA’s when you return – Also, Greg has issues with one of Hojem’s
TPIA’s that he wants to discuss with you.. (Sorry!)
Hallie
P.O. Box 61429

To: Phyllis Pollard
Cc: Hallie Sadberry
Subject:
TPIA Files -
Phyllis:
Hallie will assist me with the 3 TPIA matters that need to go out. I have left detail
instructions for her related to each of the files and what needs to be done.
The one important thing is that we meet the 5:00 p.m. deadline (all faxes or emails should be
sent to the appropriate party by no later than 5 pm).
Hallie: I appreciate your assistance on this matter. Please do not hesitate to call me if you
have ANY questions (832-782-3312)
Thank you both.
Jacqueline Hojem
Paralegal to Pauline E. Higgins
and Public Information Coordinator
713-739-4071 (Office)
713-739-4699 (Fax)
jp13@ridemetro.org
"Kindness is the language the blind can see and the deaf can hear."
Message number 0
From: Jakki Hansen
Subject: House Bill 987
Date: 2/2/2010 11:57:05 AM
Pauline,
Based on the June 2009 change to the Loc. Govt Code and my discussion with Michael Kyme, it
appears Procurement will want to amend the Procurement policy to require conmpetitive bidding for
contracts $50k and up, rather than the prior $25k and up. I told Michael this will need a Board
resolution approving the amended policy. He is going to work on that. I just wanted to give you a
head’s up.
Jakki A. Hansen
Tel: 713-739-3755
Fax: 713-739-4699
**************************************************************
signature.
Message number 0
Subject: RE: Why did you call my name?
Date: 2/1/2010 8:48:02 PM
The only thing I can think of is when I was explaining to Frank what signatures I did not have for the "change in FP
contract value" EDD. I also had that same conversation with Joanne. I told Joanne that you wanted more time to
review the EDD, but she agreed that if Frank didn't get it today, he would have been very upset.
Frank was fine with me not having all of the signatures. He understood that I was spushing it through based on his
request.
Kimberly Slaughter
Associate Vice President

Planning
1900 Main, 10th floor
________________________________________
Subject: Why did you call my name?

1900 Main Street
(713) 652 4305
Message number 0
From: Michael Kyme
To: Pauline Higgins <Paul Como; Pauline Higgins>
Subject: Fw: Construction of 1900 Main
Date: 2/1/2010 6:12:05 PM
Fyi
From: Dean Ainuddin

To: Michael Kyme
Sent: Mon Feb 01 18:10:48 2010
Subject: FW: Construction of 1900 Main
Michael:
I dropped off a hard copy as you can see from my e-mail to Paul.
Dean
From: Dean Ainuddin
To: Paul Como
Cc: Gunther Schieb
Subject: RE: Construction of 1900 Main
Paul:
I dropped off the B2Gnow report with Carolyn this morning. According to the report Manhattan achieved 8.25%
out of 35% SB Goal. I have requested the boxes from archives to make sure that it is correct information as it
seems way to low for a construction contract.
Dean
From: Paul Como
Sent: Friday, January 22, 2010 4:48 PM
To: Dean Ainuddin; Gunther Schieb
Cc: Travis Green
Subject: Construction of 1900 Main
Importance: High
I’m assuming that the contract file for the construction of 1900 Main is in archives. Dean please give the
contract number to Travis so she can have it pulled.
Message number 0
From: Phil Nguyen
To: Pauline Higgins <Louise Richman>
Subject: RE: Lease Update
Date: 2/1/2010 3:26:35 PM

GSF Advisors EDD Mar10.pdf
RE GSF Invoice.msg
FY10 BUDPN01.xls
Louise,
Per your instruction, I went to the SCRUB meeting to discuss the defeased lease issue with Paula Alexander. I also
prepared a brief EDD for modification of GSF's current contract in case we need to go to the Board in March (see
attached). I told Paula that I would talk to John Hackett about the contract before submitting the request for any
modifications. Per our telephone conversation this morning, he informed me that the estimated amount for the
December invoice is approximately $3,000.00 and there are no charges for January. He also agreed that from now on he
will seek our approval in advance before doing any work for this contract (see attached). The remaining balance
LA0900003 would be roughly $28,000 after we pay the December invoice. I expect this amount to last a couple of
months before we need to go to the Board for a contract modification.
I reviewed all GSF invoices and found that most of the charges were for his time spent negotiating with our investors
(Bank of America, NorLease, Comerica) and working with lobbying groups on Metro's behalf regarding Excise Tax
initiative presented to the US Congress.
We budgeted $ 100,000 in FY2010 for this defeased lease issue (see attached).
Please let me know if you have any questions.
Regards,
Phil F. Nguyen
From: Louise Richman
Sent: Friday, January 29, 2010 5:53 PM
To: Phil Nguyen; Lisa Oliver
Cc: Norma Rodriguez; Paula Alexander
Subject: FW: Lease Update
Phil, NEED ASAP!!!! Please prepare an EDD for the March board and bring it to scrub meeting on Monday morning at
9 am in the Caucus Room. (Rose Room) You will need to make copies for the attendees and you will have to talk to
Paula Alexander to see if she will let you put this on the March agenda. There appears not to be enough money left on
his contract for more than about two months and we have not yet been billed for Dec and Jan. You cannot spend more
than what we have on his contract so watch his billings that we don't go over. It looks like March is the last time he
can send us a bill, if he doesn't bill us more than $7000 a month. Can you look into what he is really doing, this is very
expensive. What is in your budget for this for FY2010?
Thank you.
Louise
Message number 0
To: Pauline Higgins <Joanne Wright; M. Helen Cavazos>
Subject: Gregory Williams - salary - double load.
Date: 1/28/2010 5:43:40 PM
We need to discuss Greg’s discussion with me regarding his salary and his double load since Nicole’s
departure and our not being able to fill the position. He told me today that he is going to start his
“search”. I can only do what I can do and I am advising you of the situation. My hands are tied and we
are frozen. Pauline
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Higgins, Esquire
Message number 0
Subject: RE: Real Estate Data Base
Date: 2/18/2010 3:08:15 PM

image001.jpg
Got it.
To: Nicole Montgomery; Gregory Williams; Tasneem Malbari; Alan Scanio
Cc: David Couch; Alva Trevino; Jakki Hansen
Subject:
Re: Real Estate Data Base
Nicole: As we discussed at the outset when Dave appointed you as the MS point of contact, Jakki is the
OGC primary contact. Pls use Jakki as your OGC contact as we all agreed. I will call you once I settle
after this board meeting later today. Thanks!

1900 Main Street
(713) 652 4305
To: Gregory Williams; Tasneem Malbari; Alan Scanio
Cc: David Couch; Pauline Higgins; Alva Trevino
Sent: Thu Feb 18 12:36:55 2010
Subject
: RE: Real Estate Data Base
Greg,
We need a revised draft RFP from OGC/Procurement by Friday and availability from you to review it
with Alva and myself.
Nicole
From: Gregory Williams

To: David Couch; Alva Trevino; Nicole Montgomery
Cc: Pauline Higgins; Alan Scanio; Tasneem Malbari
Subject:
Real Estate Data Base
All,
The above referenced procurement has been between the METRO OGC and METRO Procurement
Department undergoing several edits and revisions in order to meet the needs as provided to me by Ms.
Trevino in our initial phone conversations. I am confident that Ms. Trevino and I have an accurate
understanding of the objective, obstacles and suggested approaches being employed to move this
procurement forward.
Please be advised that Alan Scanio is the assigned Contract Administrator on the above reference
procurement. As such, I have been working directly with him in bringing the solicitation up to a legally
sufficient standard for presentation to the general public. This process does not involve providing copies
of each draft, edit and/or revision to other individuals for vetting (especially when those drafts, edits and
revisions are of a legal nature). Nor does this process involve or necessitate meetings to explain what’s
going on with the document creation process. Such requests do not aide the expedition of the
legal/procurement process. To the contrary, such requests only serve as a hindrance in the process by
requiring time to be taken for a blow by blow accounting.
Please be advised that this type of procurement (Hosting Agreement and Consulting Services) is
somewhat out of the norm within the METRO Procurement Department. However, everyone involved is
working diligently to make this happen while ensuring that METRO’s legal interests are adequately
protected.
I want to thank everyone involved for their hard work and patience. If you have any questions, please
do not hesitate to contact me.
thanks,
Gregory D. Williams
Gregory D. Williams,
Sr. Legal Counsel
Metropolitan Authority of Harris County

1900 Main Street
713/739-4654
Message number 0
Subject: Kim Williams Called
Date: 1/28/2010 5:43:34 PM

image001.jpg
She called at 5:10. She has a question on the Carol Alvarado contract. Please call her at
713-739-4992.
Hallie
P.O. Box 61429
Message number 0
From: Janet Tezino
To: Pauline Higgins <Jacqueline Hojem>
Subject: TPIA Response
Date: 2/18/2010 9:06:30 AM

SKMBT_C45110021809430.pdf
image001.jpg
Jackie:
Please find attached a scan copy of the Attorney General Response(2-11-2010), regarding the light rail
lines that was received in the OGC 2/17/10. I am forwarding the original via Inter-Office mail today. If
you have any questions, please call me.
Janet Tezino
Paralegal for,
Jakki A. Hansen,
Assistant General Counsel,
Matthew T. Wright,
Senior Staff Counsel
The Office of The General Counsel
Houston, TX 77002
JT21@ridemetro.org
Message number 0
Subject: RE:
Date: 2/17/2010 2:41:10 PM
I believe in the power of prayer and am available for intercessory prayer at anytime with or without you, just let me
know when it's needed.
Remember - I can do all things through Christ who strengthens me.
BREAD FROM HEAVEN:

Don't worry about anything, instead, pray about everything. Tell God what you need, and thank Him for all he has
done. Philippians 4:6
Also, Psalm 23, The Lord is my shepherd; He lets me rest; He renews my strength; He guides me along right paths,
bring honor to my name; I will not be afraid; His staff and rod protect me.
Never cease praying.
To: Marjorie Carter
Subject:
Thanks for your prayer and support! Bless you.
Sincerely, Pauline
1900 Main Street
(713) 652 4305
Message number 0
Subject: FW: TPIA MTA NO. 2010-0016: Jo Wiginton
Date: 2/17/2010 11:33:41 AM

SKMBT_C45110020811000.pdf
Attached is our February 3 Public Information request to Metro for the Harris County, Humble and Kate
general mobility agreements. Also attached is Metro’s acknowledgement of receipt and promise that
they will respond in some way by February 17.
Jo Wiginton
Message number 1
From: Benford, Alaina <abenford@fulbright.com>
To: Pauline Higgins <Benford, Alaina; Kristen McDade; Leon Davis; Stasia
Broughton; Rhia Miller; Chavon Carr; Matthew Deal; Matthew Wright;
'cbstinson@earthlink.net'>
Subject: Parcel 161 (Szmalec)
Date: 2/5/2010 4:08:06 PM

Parcel 161 Mediation Settmnt.pdf
All,
This case settled yesterday at mediation for $196,190.00. METRO's last appraisal of this property was
$158,000. The landowner's initial demand at mediation was $310,333.
A copy of the Mediation Settlement Agreement is attached. We will prepare an Agreed Final Judgment
to resolve this case since the landowner previously withdrew the amount of the commissioners' award
($155,000.00). METRO's check to the landowner will be for the difference between the settlement
amount of $196,190.00 and $155,000.00. We will confirm the payee's name with the landowner's
attorney, Michael Smith.
Regards,
Alaina King Benford, Sr. Associate
Page 1
Message number 1
To: Hallie Sadberry; Janet Tezino
Subject: IMPORTANT: My Phone
Date: 2/11/2010 2:24:00 PM
Please remove from all other phones. When you are not at your desk, please forward. How did my
phone get on ALL the phones in the department? I guess that my authority is being overridden without
my involvement. We need to fix this immediately. Thanks.
_______________
1900 Main Street
signature.
Higgins, Esquire
Page 1
Message number 1
To: Pauline Higgins <Adriana Moreno>
Subject: Ms. Higgins' Paid Time Off Application
Date: 2/12/2010 1:06:43 PM

SKMBT_C45110021213580.pdf
image001.jpg
Ms. Adriana-
Please submit the attached for Ms. Higgins. Thanks!
Hallie
P.O. Box 61429

To: Open Records Requests; Hallie Sadberry
Subject:
Message from KMBT_C451
Page 1
Message number 1
To: Hallie Sadberry
Subject: Re: 2 TPIA's Due Today
Date: 2/10/2010 2:18:33 PM

image001.jpg
Bring them to the conf room. As Norma to show you where I am around the corner. Thx

1900 Main Street
(713) 652 4305

To: Pauline Higgins
Sent: Wed Feb 10 14:12:40 2010
Subject: 2 TPIA's Due Today
Hojem has the following TPIA’s due today.
Christina Hogue – TPIA Request; and
David W. Bergquist – AG Brief
C signed them both.
Will you return in time to review and sign them?
Hallie
P.O. Box 61429
Page 1
Message number 1
To: Jakki Hansen
Subject: where are you? I have been trying to find you since 3:15pm. Please
advise your secretary when you leave the department as I do. I need to speak
with you. thanks.
Date: 2/4/2010 4:21:00 PM
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Higgins, Esquire
Page 1
Message number 1
To: Jakki Hansen
Subject: PLS PUT EMAIL IN HER PERSONNEL FILE IN MY OFFICE. YOU HAVE
KEY.THANKS!: Completion of Work Before Departure
Date: 2/4/2010 11:02:41 AM

1900 Main Street
(713) 652 4305

To: Pauline Higgins
Sent: Thu Feb 04 10:41:34 2010
Subject: RE: Completion of Work Before Departure
Yes ma’am…
To: Jacqueline Hojem; Gregory Williams; Jakki Hansen
Cc: Janet Tezino; Hallie Sadberry; Pauline Higgins
Subject: Completion of Work Before Departure
Jackie: Effective today, you must complete your TPIA that are due on the day that you leave BEFORE you
leave and you should confer and complete with the respective attorney. Please discuss this matter with Greg
as it relates to the one today and with Jakki going forward. Everyone is swamped and they cannot assume
your pending work. Thanks for your compliance and understanding. As I have discussed before, Hallie, as my
EA, cannot assume any TPIA role; she has too many functions on this desk. When you are on planned
vacation, Janet Tezino is your substitute and Marjorie assists with input. And, if Janet is not here at the time
that you are not here, you both need to get together and coordinate before your leave and complete before
you depart. My door is open for any discussion with any or all parties. We are one team.
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
Further, the information contained in this message is Attorney/Client privileged and confidential. If you have
Esquire
Page 1
Message number 1
Subject: FYIO: Texas State Library and Archives Commission Classes
Date: 2/3/2010 9:36:00 AM
SEE BELOW RE PROFESSIONAL DEVELOPMENT FOR STAFF AND PREP FOR RECORD RETENTION.
When we do the session on RR, we will invite you. Pauline
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
HYPERLINK

signature.
Higgins, Esquire

To: Pauline Higgins
Cc: Reginald Giles; Jakki Hansen; Matthew Wright
Subject: Texas State Library and Archives Commission Classes
Page 1
Pauline,
The classes Reginald and I attended were the bomb!!! Thanks for allowing us
to attend.
There were 4 classes given and we are accredit 3 hours per class to be used
for Professional Development Organizations as needed.
The classes were as follows:
Control Schedule Basics
This class went into thorough detail of what a state organization would need
to do to get in compliance with the Texas State Library and Archives
Commission. We were taught when the Local Government Records Act started,
what a record could be, the life cycle of a record, how records can become a
series of records and the retention of a record. We now have an extremely
good grasp on the essential need of a Records Retention Department and the
role of a Records Management Officer (RMO). We also discussed the elements
and legal obligations of how to get into compliance, the policy/ordinance to
be submitted to the state and an approved records retention schedule.
Certificate of Completion received.
Improving Filing Systems
This class consisted of filing methods, where to and where not to store files,
audits (passing with at least 97% accuracy), what a good filing system is
(taking only 60 seconds or less to find or re-file a file), common filing
problems and solutions. Also, we discussed a 6 step program that needs to be
shared with the Division Record Coordinators in training and an action plan to
aide them in how to de-clutter and only keep what’s vital or essential for the
Division. Certificate of Completion received.
Managing Electronics Records
This class discussed working with different e-files/e-records, telephone calls

as a record and pulling up internet usage as records. Specifically we
discussed emails and how to organize and classify the retention schedules for
them. Working closely with the IT group would definitely make this effort a
success. Certificate of Completion received.
Disaster Planning
This class covered steps to prevent and mitigate preventable disasters, what
you should have available if a disaster happens. How to help METRO with
Page 2
essential functions after a disaster has occurred, how to implement a recovery
plan and what to do with records beyond salvage. Working with Facilities
Maintenance for disaster planning and recovery will ensure a transparent
effort. Certificate of Completion received.
Marjorie Carter
Legal
(713) 739-4861
(713) 758-7831 fax
Warmth on the inside can melt the cold on the outside!
Page 3
Message number 1
To: Hallie Sadberry; Jakki Hansen
Subject: RE: Reggie "out" today.
Date: 2/3/2010 9:37:00 AM

image001.jpg
Yes, and get the paperwork from him when he gets back.
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Higgins, Esquire
To: Pauline Higgins; Jakki Hansen
Cc: Susan Coldiron
Subject:
Reggie "out" today.
Good Morning to All-
Reggie called at 7:06 AM and left a message that he “wouldn’t be in today”. He didn’t advise if it will be
“sick” time or “vacation”. I’ll add this to the Agenda for the Admin meeting on this coming Monday,
February 8.
Hallie
P.O. Box 61429
Page 1
Pa ge 2
Message number 1
To: 'arturo.michel@cityofhouston.net'
Subject: Fw: TPIA DUE TO CITY OF HOUSTON: TPIA MTA NO. 2010-0016: Jo Wiginton
Date: 2/17/2010 1:39:40 PM

SKMBT_C45110020811000.pdf
FYI.
1900 Main Street
(713) 652 4305

To: Jacqueline Hojem; George Smalley
Cc: Louise Richman; Pat Carlson; Jakki Hansen; Hallie Sadberry
Sent: Wed Feb 17 13:02:23 2010
Subject: TPIA DUE TO CITY OF HOUSTON: TPIA MTA NO. 2010-0016: Jo Wiginton
Please note the attached, please handle, and respond.

1900 Main Street
(713) 652 4305

To: Pauline Higgins
Cc: Griffin, Josephine - LGL <Josephine.Griffin@cityofhouston.net>; Michel, Arturo - LGL
<Arturo.Michel@cityofhouston.net>
Sent: Wed Feb 17 11:34:19 2010
Subject: FW: TPIA MTA NO. 2010-0016: Jo Wiginton
Attached is our February 3 Public Information request to Metro for the Harris County, Humble and Kate
general mobility agreements. Also attached is Metro’s acknowledgement of receipt and promise that
they will respond in some way by February 17.
Jo Wiginton
Page 1
Page 2
Message number 1
From: Kristen McDade
To: Pauline Higgins <Pauline Higgins; Leon Davis>
Subject: RE: SE_177, EDD
Date: 1/25/2010 4:40:49 PM
Pauline:
I am sure Matt can give you the long version of this story as he was at the mediation. A rush was in
place as the closing is on 1/29 and we need the check cut for the closing.
We only settled this matter in mediation last week (on the 19th) and the team has been preparing all the
documents for signature and closing.
We have to close on the 29th in order to give the tenants 30 days to relocate and have them moved out by
2/28…being pressed there by construction need timing.
Sorry for having to rush this one…but we really had no choice.
I can give you all the history and details on the parcel if you like…in the end, we negotiated them to
almost $200K less than the commissioners award and managed to time it on-time so as not to incur
penalties for being late on construction need deadlines…
Matt was a great help in the mediation, good input…we had a good strong team there which made the
decision making easier.
Thanks Pauline!
Kristen McDade
To: Leon Davis
Cc: Matthew Wright; Kristen McDade
Can we get these more timely with enough time for review, please. thanks for your consideration.
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
Esquire
From: Leon Davis
To: Pauline Higgins; Louise Richman
Matt, the EDD is being routed to you by Norma Rodriguez for Pauline’s signature. Kristen is meeting with
Frank Wilson at 2:00 this afternoon, therefore; Pauline could you please review and execute the EDD before
2:00 p.m. today. Thanks!
From: Leon Davis
To: Pauline Higgins; Louise Richman
Page 1
Subject: SE_177, EDD
Matt, the attached EDD is being routed for signature for this parcel. This is the parcel (Nicolas Boulos) that
you attended the mediation on 01/19/2010. The EDD is currently in Louise Richman’s office for signature. It
will be forward to you for your review and Pauline signature. The closing is scheduled for this Friday, January
29, 2010, therefore; needs to be expedited ASAP for Frank Wilsons’ signature also. Thanks!
Leon Davis
Senior Real Estate Specialist
Metropolitan Transit Authority of Harris County, Texas
1900 Main
Page 2
Message number 1
Subject: Letter forwarded from C. Gibson
Date: 2/11/2010 11:49:40 AM

Jacqueline Carruthers ltr re Metro Sewer Line Connection Issue 1-19-10.pdf
image001.jpg
Ms. H-
C asked me to forward this letter to you at your request.
Hallie
P.O. Box 61429
From: C. Gibson
To: Hallie Sadberry
Subject:
Hallie,
Per our conversation, please forward the attached letter to Pauline per her request.
Thanks.
Page 1
Message number 1
To: Gregory Williams; Jakki Hansen; Tasneem Malbari
Subject: METRO SOLUTIONS' SINGLE POINT OF CONTACT PROCEDURES GOING FORWARD
Date: 2/9/2010 11:28:00 AM
1.
All memorandum should include Nicole Montgomery, the Contract Administrator, Pauline, and
Greg;
2.
The attorney and I are responsible for the work product submitted to MS and any respective
department;
3.
Jakki Hansen is Nicole’s single point of contact from OGC so that we can streamline, document,
and monitor progress;
4.
Please review memos with me before they are sent; it will alleviate aggravation.
5.
Let’s stay positively focused and make every effort to live with the hand that we are dealt…it is
about excellence, partnership, team work, and what is in the best interest of the Authority.
Thanks for your time and efforts. I am appreciative. Thanks. Pauline
Hallie: H drive for PEH’s correspondence
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Higgins, Esquire
Page 1
January 27, 2010
LEVI J. BENTON
713.951.5604
Direct Fax: 832.397.3525
levi.benton@strasburger.com
Former State District Judge

215th District Court
Mr. Frank Wilson, CEO
1900 Main Street
Houston, TX 77002
Dear Mr. Wilson:
As you recall, you, Pauline Higgins and I met on November 18, 2009, at which time we
discussed that I would undertake to attend and monitor meetings of the Gulf Coast Rail District
Board, and certain other governmental entities, and periodically report to you on the activities of
those entities. The Gulf Coast Rail District Board met on December 10, 2009. Because I was
unable to attend that meeting, I will review the minutes just as soon as they are released and will
comment upon anything of significance in my next report to you. The next scheduled meeting of
the Gulf Coast Rail District Board is February 9, as the January 12 meeting was canceled. I will
report to you following the February 9 meeting.
The City of Houston Council meetings have had no agenda items that are noteworthy. Similarly,
I have monitored the Harris County Commissioners’ public agendas and meeting notices. For
the sake of cost efficiency, I have not attended those meetings given that there was nothing
meaningful to Metro on those agendas.
If you have any questions, or if there is additional activity or actions you would like for me to
take, do not hesitate to contact me. Thank you for the opportunity to be of service to you.
Very truly yours,
Levi J. Benton
LJB/lh
cc: Ms. Pauline Higgins

1900 Main Street
Houston, TX 77002
01626.1 SPH 15556 1372 012710

Message number 1
Subject: Record Retention Policy
Date: 2/1/2010 9:26:55 AM
I need to speak with you regarding the statutorily-required Record Retention

Policy. Thanks!
Metropolitan Transit Authority Harris County 1900 Main Street Houston, Texas
77002
(713) 652 4305
Page 1
Message number 1
To: David Couch
Subject: Re:
Date: 2/4/2010 8:07:53 AM
Then you need to reprimand the biggest culprits in your group and your position of not negatively discussing
colleagues and going behind the back you should, as I have done, tell my staff at EVERY staff meeting of no gossip
and destructive talk about persons who work for the same organization ESPECIALLY when the comments are
unequivocally false and destructive.
I will, in person, give you samples that are coming from your people. And, please, for example, stop Kristen from
ambushing Matt and bad mouthing OGC! IT ALL COMES BACK TO ME/US!

1900 Main Street
(713) 652 4305

From: David Couch
To: Pauline Higgins
Sent: Thu Feb 04 07:49:44 2010
Subject: RE:
Pauline,
We are on the same page. I also don't subscribe to behind the back tactics which is why I got everyone in the room
yesterday. Wherever you got the impression I do not like you or your position that is incorrect.
Dave
To: David Couch
Subject:
Watch your back! At least you know where I stand even though you may not like me or my position. I am not here for
a popularity contest. I get my love from friends and family. PEH'S RULE OF INTEGRITY: I NEVER go behind the back
of a colleague. It is destructive!
Good night.
1900 Main Street
(713) 652 4305
Page 1
Message number 1
To: Hallie Sadberry
Subject: Re: Delegation of Authority-Pauline E. Higgins
Date: 2/15/2010 6:55:10 AM

image001.jpg
Pls save all of these and my documentation. There is a witch hunt regarding
me, as you can clearly see!

1900 Main Street
(713) 652 4305
_____

To: Frank Wilson
Cc: EMT; EMTEA; Jakki Hansen; C. Gibson; Hao Le; Gregory Williams; Matthew
Wright; Marjorie Carter; Susan Coldiron; Reginald Giles; Jacqueline Hojem;
Tasneem Malbari; Phyllis Pollard; Janet Tezino; Kristen McDade; Rhia Miller
Sent: Thu Jan 28 17:21:38 2010
Subject: Delegation of Authority-Pauline E. Higgins
Attached is the Delegation of Authority for Pauline E. Higgins for January

29, 2010.
P.O. Box 61429
Phone: 713-739-6038
Fax: 713-739-4699
Page 1
cid:image001.jpg@01CA63AE.FB45DEC0

To: Hallie Sadberry
Subject: Message from KMBT_C451
Page 2
Message number 1
To: 'pauline.e.higgins@gmail.com'
Subject: Fw:
Date: 2/16/2010 6:03:41 AM

Resolution 84-58A re Board Interactions.pdf
Resolution 82-89 re Audit Statement of Policy.pdf

1900 Main Street
(713) 652 4305
From: Jakki Hansen

Cc: Pauline Higgins
Sent: Mon Feb 01 12:27:35 2010
Subject:
Terence,
Attached please find the resolutions we discussed. For the first, I refer you to page 5 of the attachment.
It discusses the Board’s responsibility re policy. The second resolution delineates the function of the
Office of Audit. Since the policy states that Audit is responsible for “reviewing and evaluating each unit in
the Authority with regard to adequacy of controls and records, adherence to established policies, plans,
procedures, regulations…”, they may be helpful as a start for information on where you can find
documentation of those “policies, plans, procedures…”.
Please let me know if you have any questions on what action, if any, the Board has taken on items via
resolution on matters that come up in the course of your work on this. I will be able to get that
information for you, and will be happy to help any way that I can.
Jakki A. Hansen
Tel: 713-739-3755
Fax: 713-739-4699
**************************************************************
signature.
Page 1
Message number 1
Subject: RE: AN URGENT REQUEST FOR YOUR ATTENTION AND RESPONSE TO THIS MATTER:
TPIA MTA No. 2010-0042: Jan van Mourik
Date: 1/26/2010 5:46:32 PM
Will check on the matter first thing tomorrow morning. Steve Brown notified us earlier that his
office would compile something and that it would be ready this week.
No deadline is associated with this, since it was a follow up to her TPIA request (in a question
form).
To: Robert Leal
Subject: RE: AN URGENT REQUEST FOR YOUR ATTENTION AND RESPONSE TO THIS MATTER: TPIA MTA No.
2010-0042: Jan van Mourik
Jackie: see below. how is your deadline with this timing?
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
Esquire
From: Robert Leal
To: Pauline Higgins
Pauline, I was informed that Paul Weisser would look into this matter when he returns on Monday.
To: Robert Leal
THANKS VERY MUCH, ROBERT!
_______________
1900 Main Street
Page 1
Phone: (713) 652-4305
Fax: (713) 758-9300
Esquire
From: Robert Leal
To: Pauline Higgins
Pauline, I will check into this.
Sent: Tuesday, January 19, 2010 4:34 PM
To: Robert Leal
Subject: FW: AN URGENT REQUEST FOR YOUR ATTENTION AND RESPONSE TO THIS MATTER: TPIA MTA No.
Importance: High
Per Mr. Weisser’s out of office email, I am forwarding this email to you. Thank you.

To: Stephen Brown; Paul Weisser
Subject: FW: AN URGENT REQUEST FOR YOUR ATTENTION AND RESPONSE TO THIS MATTER: TPIA MTA No.
Importance: High
FYI:

To: David Feeley; Andrew Skabowski; John Haley; George Smalley; Raequel Roberts; Kimberly Slaughter
Cc: Jacqueline Hojem; Gregory Williams; Jakki Hansen
Subject: AN URGENT REQUEST FOR YOUR ATTENTION AND RESPONSE TO THIS MATTER: TPIA MTA No.
Importance: High
Please see the attached. Help! Is there a study? Please advise. Thanks. Pauline
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
Esquire
Sent: Tuesday, January 19, 2010 10:25 AM
Page 2
To: Pauline Higgins; Gregory Williams
Subject: FW: TPIA MTA No. 2010-0042: Jan van Mourik
Importance: High
Please see below comments related to this TPIA request.
Let me know how to proceed. Thanks.
From: Jan van Mourik [mailto:jan.vanmourik@yahoo.com]

Sent: Tuesday, January 19, 2010 8:15 AM
Subject: Re: TPIA MTA No. 2010-0042: Jan van Mourik
Good morning.
The response to our TPIA request was "no responsive information was located".
I certainly would like to know why there is no report on "the study". Did they just flat out lie to us so we
would stop hassling them? Or do they have another explanation?
Regards,
jan van mourik
From: Open Records Requests <openrecordsrequest@ridemetro.org>

To: "jan.vanmourik@yahoo.com" <jan.vanmourik@yahoo.com>
Sent: Mon, December 21, 2009 4:18:22 PM
Subject: TPIA MTA No. 2010-0042: Jan van Mourik
Please see attached response to your TPIA request.
Page 3
Message number 1
To: Pauline Higgins <Andrew Skabowski; Reginald [Reggie] Mason>
Subject: TPIA MTA NO. 2010-0108: Beverly Bretteney
Date: 2/4/2010 2:34:27 PM
Please see below request. We can provide information related to security training as it relates
to METRO bus operators.
Please forward any responsive information to my attention by no later than February 8, 2010.
RA: Jakki Hansen
Please call me with any questions at 713-739-4071. If I need to forward this request to anyone
else, please advice immediately. Thank you.
Jacqueline Hojem
I am a part of the National Transportation Security Center of
Excellence (NTSCOE) at Tougaloo College. In particular we are researching
Security Training for Bus Operators and I need the answers to these
questions listed below. If you can't answer them please direct me to
someone who can. All of the questions below are specifically pertaining to
Houston, TX.
Security Training for Bus Operators:
What is the mode of delivery of their training?
Have they or not done effectiveness on their training program?
Do they have any training program for Terrorist Attacks?
Respectfully,
Bretteney Beverly
Tougaloo College
bmbeverly13@gmail.com
(469)-658-6582
Page 1
Message number 1
To: Hallie Sadberry
Subject: Re: TPIA SIGNED. PLS GET. ASK HALLIE WHERE I AM IN CONF ROOM.PEH
Date: 2/10/2010 2:50:15 PM
Either way.
1900 Main Street
(713) 652 4305

To: Pauline Higgins
Sent: Wed Feb 10 14:48:10 2010
Subject: RE: TPIA SIGNED. PLS GET. ASK HALLIE WHERE I AM IN CONF ROOM.PEH
Jackie is still on the 8th floor reviewing documents. Either I can come and get them or Tezino can come.
Hallie

P.O. Box 61429
Phone: 713-739-6038
Fax: 713-739-4699
To: Jacqueline Hojem
Cc: Hallie Sadberry
Subject: TPIA SIGNED. PLS GET. ASK HALLIE WHERE I AM IN CONF ROOM.PEH

1900 Main Street
(713) 652 4305
Page 1
Message number 1
To: C. Gibson
Subject: PLS READ: Sewer
Date: 2/11/2010 12:49:12 PM
See below. Start a draft.

1900 Main Street
(713) 652 4305

From: Sylvester Turner <sturner@barnesturner.com>
To: Pauline Higgins
Sent: Thu Feb 11 11:16:31 2010
Subject: RE: Sewer
Pauline, I would appreciate 6 months from today. We have just sent demand
letters to the contractors and I do not anticipate any meaningful response
soon.
Sincerely,
SYLVESTER TURNER
Attorney at Law
THIS ELECTRONIC MAIL TRANSMISSION (AND/OR THE ATTACHMENTS ACCOMPANYING IT)

MAY CONTAIN CONFIDENTIAL INFORMATION BELONGING TO THE SENDER, WHICH IS
PROTECTED BY THE ATTORNEY-CLIENT PRIVILEGE. THE INFORMATION IS INTENDED ONLY
FOR THE USE OF THE INDIVIDUAL OR ENTITY NAMED ABOVE. IF YOU ARE NOT THE
INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT DISCLOSURE, COPYING,
DISTRIBUTION OR THE TAKING OF ANY ACTION IN RELIANCE ON THE CONTENTS OF THIS
INFORMATION IS STRICTLY PROHIBITED. IF YOU HAVE RECEIVED THIS TRANSMISSION
IN ERROR, PLEASE IMMEDIATELY NOTIFY US BY ELECTRONIC MAIL AND DELETE THE
CONTENTS.
To: 'sturner@barnesturner.com'
Subject: Sewer
Working on getting you a letter with an additional 90 days, totally 180

days. Will get to you this week!
Page 1
Metropolitan Transit Authority Harris County 1900 Main Street Houston, Texas
77002
(713) 652 4305
No virus found in this incoming message.
Checked by AVG - www.avg.com
Version: 8.5.435 / Virus Database: 271.1.1/2681 - Release Date: 02/11/10
07:35:00
Page 2
Message number 1
To: Pauline Higgins <David Couch>
Subject: UP Agreement
Date: 1/24/2010 1:51:58 PM
Dave, just to follow up on our discussion, there may be the possibility of interpretation of when the 18 months period
starts and ends. I think the interpretation that METRO legal is looking at might work better for METRO. When pauline
is ready, I suggest we all meet to discuss/finalize. In the meantime, I have asked that there be no communication with
hrt on this issue until we have a unified metro position. Bryan
Page 1
Message number 1
To: Pauline Higgins <CassieStinson@andrewskurth.com>
Subject: Project for Todd/METRO/velasco property description/discussion today
with UP
Date: 1/26/2010 11:39:25 AM
Cassie: Please keep Matt and me in the loop on the real estate matter that was assigned to you in the
Board Room during the discussion with Todd and Dave. I want Matt to learn all that there is about these
matters and for me to be up-to-date on what the legal matters that are being handled by outside counsel.
Additionally, we had a conference call with UP today and I need to talk to you about property
descriptions for the Velasco re HBT owns rail yard. Does Velasco trump Harrisburg in priority? If I am
not in, please talk to Matt and he will keep me apprised.
Are you here today? And, thanks for attending the Exec Session.
Thanks. Pauline
_______________
1900 Main Street
Phone: (713) 652-4305
Fax: (713) 758-9300
signature.
Higgins, Esquire
Page 1
Message number 1
Subject: Re: Why did you call my name?
Date: 2/1/2010 9:18:38 PM
Thanks!
1900 Main Street
(713) 652 4305

To: Pauline Higgins
Sent: Mon Feb 01 21:14:00 2010
We were not continuing to gain signatures this evening. Frank chose to take the EDD home to read.
I am not sure of the other topic you are referencing. I don't remember having a conversation that would have included
your name other than the EDD topic.

Sent: Mon Feb 01 21:02:05 2010
You asked about the EDD while I was sitting outside Frank's office and then I was IMMED called in. I was in my office
until after 7pm. No one called or came by.
But, actually, I was talking about another matter. But, I am going to drop it. I have learned an invaluable lesson about
confidence.
Have a good night!

1900 Main Street
(713) 652 4305

To: Pauline Higgins
Sent: Mon Feb 01 20:43:37 2010
Subject: RE: Why did you call my name?
The only thing I can think of is when I was explaining to Frank what signatures I did not have for the "change in FP
contract value" EDD. I also had that same conversation with Joanne. I told Joanne that you wanted more time to
review the EDD, but she agreed that if Frank didn't get it today, he would have been very upset.
Frank was fine with me not having all of the signatures. He understood that I was spushing it through based on his
Page 1
request.
Kimberly Slaughter
Associate Vice President

Planning
1900 Main, 10th floor
Direct: 713.652.4365 Cell: 281.253.8640
Fax: 713.652.7956
Email: k.slaughter@ridemetro.org
________________________________________
Subject: Why did you call my name?

1900 Main Street
(713) 652 4305
Page 2
Message number 1
To: Jakki Hansen
Subject: Re:
Date: 2/10/2010 10:21:41 AM
Ask them if there is a need for you. If not, go!

1900 Main Street
(713) 652 4305

From: Jakki Hansen
To: Pauline Higgins
Sent: Wed Feb 10 09:55:48 2010
Subject: Re:
They aren't talking about contract. It is all design decisions. But I will sit here. I hope they don't take my silence as
assent.
Jakki A. Hansen
1900 Main Street
713-739-3755 Office
713-739-4699 Fax

To: Jakki Hansen
Sent: Wed Feb 10 09:37:28 2010
Subject: Re:
Because we are involved in the contract and mod. Knowledge and benefit from prior contracts - lessons learned. I have
tons of legal issues raised in prior contract that OGC can use to benefit this new process on Univ line.
Thanks for being there when we need a backup for Greg!:(

1900 Main Street
(713) 652 4305

From: Jakki Hansen
To: Pauline Higgins
Sent: Wed Feb 10 09:32:54 2010
Subject:
This is interesting but I cannot figure out why they need legal in here.
Jakki A. Hansen
Page 1
1900 Main Street
713-739-3755 Office
713-739-4699 Fax
Page 2

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Message number 1

From: Pauline Higgins

Pauline E. Higgins, LLM, JD, CPA

Pauline E. Higgins, LLM, JD, CPA

thanks very much. We'll be in touch.

I am aware of Cassie's transition and, appropriately, since it is legal

Additionally, I have already discussed rates with Cassie and I have

Greg Williams and I will be working on the Engagement Letter, which is a

Pauline E. Higgins, LLM, JD, CPA

Attachments (select Document - File attachments... or View - Navigation Panels

Pls confer with Jakki on all these. Thanks!

Pauline E. Higgins, LLM, JD, CPA

From: Hallie Sadberry

Attachments (select Document - File attachments... or View - Navigation Panels

Pauline E. Higgins, LLM, JD, CPA

January 20, 2010

Ladies and Gentlemen:

2. As to the portion of the Request concerning pending or threatened litigation

Houston * Dallas/Fort Worth

January 20, 2010

loss if the outcome should be unfavorable. At this time, it is not possible to

3. We are not aware of ant unasserted possible claims or assessments against

Houston * Dallas/Fort Worth

January 20, 2010

Very truly yours,

Edison, McDowell & Hetherington LLP

Houston * Dallas/Fort Worth

Gene: Please note the attached.

From: Jakki Hansen

Pauline E. Higgins, LLM, JD, CPA

Pauline E. Higgins, LLM, JD, CPA

From: Kimberely Wells

UNIVERSITY - TOTAL PROCUREMENT SUPPORT SERVICES

28th January 2010, 2:30 – 4:30pm

1. REVIEW OF 20th JAN MEETING ACTIONS

2. PROCUREMENT STRUCTURES – THE SPECTRUM

3. OPTION FOR DISCUSSION

5. NEXT MEETING (3rd Feb) – ACTIONS & FOCUS

Booz Allen Actions for Next Week’s Executive Meeting:

• Note: Meeting Three on 1/27/10 will be primarily focused on the contracting

• Update Key Issues Log – Booz Allen team

Booz Allen Hamilton -1- 1/20/2010

Documents Identified for Review during Today’s Meeting:

• Procurement documents – Don Pieper to provide

Previous Documents to Review:

• Texas design-build statute – Booz Allen team

Booz Allen Hamilton -2- 1/20/2010

Recommended Contracting Strategy(ies):

• One or more recommended contracting strategies for the University Line

• Timeline and recommended approach for engagement with the

Draft v2 -1- 1/20/2010

City of Houston–Consent Agreement 3rd Party Utility Insurance Finance

Development Agreement Design-Build Contract Vehicle Supply Operations & Maintenance

draft v5 Total Procurement Support Services

Pre-Qualify Bid & Negotiate Negotiate

• DBOM under • Qualifications • Terms & • Confidential & • Direct • Direct

• Industry • Structured • Draft RFP • Technical

outline project & Workshops with Commercial, Mgt

• Extremely Low • Org & PM • Proposal • Value-added

• Financial innovation in cost

v2 (1/27/2010) Total Procurement Support Services (University)

Long Term Duration of Procurement Short Term

High Early Involvement of Contractors & Operators Low

Small number of qualified Substantial number of qualified Largest number of competitors

competitors competitors (bonding constraints) Lowest initial construction cost