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HomeMy WebLinkAbout07/22/91 - 01/20/041 GREATER ROANOKE TRANSIT COMPANY July 22, 1991 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company, was called to order by the President, Dr. Noel C. Taylor, on Monday, July 22, 1991, at 5:45 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, Beverly T. Fitzpatrick, Jr., James G. Harvey, II, Howard E. Musser, William White, Sr., and President Noel C. Taylor ........................ 6. ABSENT: Director David A. Bowers .......................... 1. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Mr. Joel M. Schlanger, Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; Mr. Kit B. Kiser, Director of Utilities and Operations; Mr. Stephen A. Mancuso, General Manager, Valley Metro; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Noel C. Taylor. The Pledge of Allegiance to the Flag of the United States of America was led by President Taylor. MINUTES: Mr. Harvey moved that the reading of the minutes of the regular meeting held on Monday, June 24, 1991, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Fitzpatrick and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The Management Letter dated July 22, 1990-91 ridership. General Manager submitted the 1991, with regard to Fiscal Year (For full text, see Management Letter on file in the Secretary's Office.) Mrs. Bowles moved that the Management Letter be received and filed. The motion was seconded by Mr. Fitzpatrick and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of June, 1991. (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick moved that the report be received and filed. The motion was seconded by Mr. Harvey and adopted. REPORTS OF COMMITTEES: PURCHASE OF TRANSIT COACHES: The committee appointed to tabulate bids received for ten new transit coaches submitted a written report recommending acceptance of State and Federal grants for the purpose of acquiring the financial assistance needed to purchase the new transit coaches, and recommending award of a contract to the Gillig Corporation, in the amount of $1,778,776.00, to provide ten new transit coaches and related spare components. (For full text, see report on file in the Secretary's Office.) Mr. White offered the following Resolution: "A RESOLUTION AUTHORIZING THE ACCEPTANCE OF CERTAIN STATE AND FEDERAL CAPITAL GRANTS AND ACCEPTING THE BID OF THE GILLIG CORPORATION FOR THE PURCHASE OF TEN TRANSIT COACHES AND RELATED SPARE COMPONENTS UPON CERTAIN TERMS AND CONDITIONS, AND REJECTING ALL OTHER BIDS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that: 1. The General Manager is hereby authorized to execute in form approved by General Counsel any necessary documentation for acceptance of State and Federal capital grants for the purpose of acquiring financial assistance needed to purchase new transit coaches, fare boxes and radios as more particularly set forth in the report to this Board dated July 22, 1991; 2. The bid of Gillig Corporation for the purchase of ten transit coaches and related spare components in the amount of $1,778,776.00 is hereby accepted and the General Manager is authorized to execute in form approved by General Counsel any appropriate documentation necessary for such purchase as more particularly set forth in the report to this Board dated July 22, 1991. 3 3. Any and all other bids made to the Company for the aforesaid items are hereby rejected and the Company's secretary is directed to notify such bidder to express the company's appreciation for such bid. APPROVED: ATTEST: S/Noel C. Taylor Noel C. Taylor, President S/Mary F. Parker Mary F. Parker, Secretary" Mr. White moved the adoption of the Resolution. The motion was seconded by Mr. Fitzpatrick and adopted by the following vote: AYES: Directors Bowles, Fitzpatrick, Harvey, Musser, White and President Taylor ............................................ 6. NAYS: None ................................................ 0. (Director Bowers was absent.) OTHER BUSINESS: NONE. There being no further business, the meeting adjourned at 5:50 p.m. President declared the ATTEST: ~6~c~ Secretary GREATER ROANOKE TRANSIT COMPANY September 9, 1991 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company, was called to order by the President, Dr. Noel C. Taylor, on Monday, September 9, 1991, at 7:00 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors David A. Bowers, Beverly T. Fitzpatrick, Jr., James G. Harvey, II, Howard E. Musser, and President Noel C. Taylor ........................................................... 5. ABSENT: Directors Elizabeth T. Bowles and William White, Sr.- ............................................................. 2. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. Earl B. Reynolds, Jr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Mr. Wilburn C. Dlbling, Jr., General Counsel, Greater Roanoke Transit Company; Mr. Joel M. Schlanger, Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; Mr. Kit B. Kiser, Director of Utilities and Operations; Mr. Stephen A. Mancuso, General Manager, Valley Metro; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Noel C. Taylor. The Pledge of Allegiance to the Flag of the United States of America was led by President Taylor. MINUTES: Mr. Musser moved that the reading of the minutes of the regular meeting held on Monday, July 22, 1991, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Harvey and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated September 9, 1991, with regard to management and operation of the Tower and Downtown East Parking Garages. (For full text, see Management Letter on file in the Secretary's Office.) 5 Mr. Fitzpatrick moved that the Management Letter be received and filed. The motion was seconded by Mr. Bowers and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of July, 1991. (For full text, see report on file in the Secretary's Office.) Mr. Bowers moved that the report be received and filed. The motion was seconded by Mr. Fitzpatrick and adopted. REPORTS OF COMMITTEES: PURCHASE OF FAREBOXES AND RELATED REVENUE COLLECTION EQUIPMENT: The committee appointed to tabulate bids received for purchase of fareboxes and related revenue collection equipment submitted a written report recommending award of a lump sum contract to GFI Genfare, in the amount of $216,600.00, for furnishing and delivering the abovedescribed fareboxes and related revenue collection equipment. (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick offered the following Resolution: "A RESOLUTION ACCEPTING THE BID OF GFI GENFARE, MADE TO THE COMPANY FOR FURNISHING AND DELIVERING FAREBOXES AND RELATED REVENUE COLLECTION EQUIPMENT. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that: 1. The bid of GFI Genfare, made to the Company offering to supply fareboxes and related revenue collection equipment, meeting all of the Company's specifications and requirements therefore for the total bid price of $216,600.00, which bid is on file in the Office of the Company Secretary is hereby ACCEPTED. 2. The Company's General Manager and Secretary are hereby authorized to execute and attest, respectively, in form approved by General Counsel, the appropriate contract documents for such purchase, incorporating the Company's specifications, the terms of said bidder's proposal, and the terms and provisions of this resolution. ADOPTED by the Board of Directors of Greater Roanoke Transit Company this 9th day of September, 1991. APPROVED: ATTEST: S/Noel C. Taylor S/Mary F. Parker Noel C. Taylor, President Mary F. Parker, Secretary" Mr. Fitzpatrick moved the adoption of the Resolution. The motion was seconded by Mr. Harvey and adopted by the following vote: AYES: Directors Bowers, Fitzpatrick, Harvey, Musser and President Taylor ................................................ 5. NAYS: None ................................................ 0. (Director Bowles and White were absent.) PURCHASE OF A RADIO COMMUNICATION SYSTEM: The committee appointed to tabulate bids received for purchase of a radio communication system submitted a written report advising that one bid was received, that the Bid Committee attempted to obtain information regarding the competitiveness and reasonableness of the prices offered, which information consisted of the prices offered to four other transit systems for similar equipment, but was only available for some of the items bid, and recommending that the one bid received be rejected and that the item be readvertised for bids. (For full text, see report on file in the Secretary's Office.) Mr. Harvey offered the following Resolution: "A RESOLUTION REJECTING THE BID RECEIVED BY THE COMPANY FOR A RADIO COMMUNICATION SYSTEM ANDAUTHORIZING SOLICITATION OF NEW BIDS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that: 1. The bid received by the Company for a radio communication system is hereby REJECTED. 2. The Company's Secretary is hereby directed to notify such bidder and express the Company's appreciation for said bid. 3. The Company's General Manager is authorized to make any changes in the scope of the specifications deemed advisable and to cause the item to be readvertised for bids. ADOPTED by the Board of Directors of Greater Roanoke Transit Company this 9th day of September, 1991. APPROVED: ATTEST: S/Noel C. Taylor Noel C. Taylor, President S/Mary F. Parker Mary F. Parker, Secretary" Mr. Harvey moved the adoption of the Resolution. The motion was seconded by Mr. Bowers and adopted by the following vote: 7 AYES: Directors Bowers, Fitzpatrick, Harvey, Musser and President Taylor ................................................ 5. NAYS: None ................................................ 0. (Director Bowles and White were absent.) OTHER BUSINESS: NONE. There being no further business, meeting adjourned at 7:10 p.m. the President declared the ATTEST/_~ ~ _~.: ~~ Secretary 8 GREATER ROANOKE TRANSIT COMPANY October 28, 1991 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company, was called to order by the President, Dr. Noel C. Taylor, on Monday, October 28, 1991, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors David A. Bowers, Elizabeth T. Bowles (entered the meeting at 1:35 p.m.), James G. Harvey, II, Howard E. Musser, William White, Sr., and President Noel C. Taylor ........ 6. ABSENT: Director Beverly T. Fitzpatrick, Jr.- ............. 1. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. Mark A. Williams, Assistant General Counsel, Greater Roanoke Transit Company; Mr. Joel M. Schlanger, Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; Mr. Kit B. Kiser, Director of Utilities and Operations; Mr. Stephen A. Mancuso, General Manager, Valley Metro; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Noel C. Taylor. The Pledge of Allegiance to the Flag of the United States of America was led by President Taylor. MINUTES: Mr. Harvey moved that the reading of the minutes of the regular meeting held on Monday, September 9, 1991, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Musser and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) BID OPENINGS: BIDS FOR RADIO EQUIPMENT: Pursuant to notice of advertisement for bids for radio equipment, said bids to be received by the Secretary until 1:00 p.m., on Monday, October 28, 1991, and to be held, opened and read before the Board of Directors at 1:30 p.m., on that date, or as soon thereafter as the matter may be heard, the President asked if anyone had any questions about the advertisement for bids, and no representative present raising any question, the President instructed the Secretary to proceed with the opening of the bids; whereupon, the Secretary opened and read the sole bid of MOTOROLA COMMUNICATIONS AND ELECTRONICS, INC., in the total amount of $182,987.50. 9 FINANCIAL AND OPERATING REPORT: the Financial and Operating Report 1991. The General Manager submitted for the month of September, (For full text, see report on file in the Secretary's Office.) Mrs. Bowles moved that the report be received and filed. The motion was seconded by Mr. Harvey and adopted. CORPORATE RESOLUTION REQUIRED TO EXECUTE PERFORMANCE BOND: The General Manager submitted a written report advising that a performance bond must be provided by GRTC to the City of Roanoke per the agreement between the parties previously authorized by the Board regarding the management and operation of the Tower and Downtown East parking garages, and that a Corporate Resolution authorizing execution of the performance bond is required in exact form provided by the bonding company, and therefore, must be adopted by the Board of Directo~s. The General Manager recommended that the Board adopt the following Corporate Resolution: "A RESOLUTION AUTHORIZING THE EXECUTION OF A CERTAIN MASTER SURETY AGREEMENT ON BEHALF OF THE COMPANY WITH UNITED STATES FIDELITY AND GUARANTY COMPANY WHEREAS, the General Manager and Secretary of this Corporation have executed or will execute a certain Master Surety AGREEMENT, copy of which is attached hereto and made a part hereof, in favor of United States Fidelity and Guaranty Company protecting it in connection with its assuming suretyship as more fully described therein, said Master Surety AGREEMENT having been read at this meeting and fully considered and approved by the directors present; NOW, THEREFORE, BE IT RESOLVED that the said officers of this Corporation be, and are hereby, authorized to execute on behalf of this Corporation the said Master Surety AGREEMENT, and that the acts of said officers of this Corporation who may have already executed said Master Surety AGREEMENT are hereby unanimously ratified and confirmed as the acts of this Corporation. 10 BE IT FURTHER RESOLVED that the aforesaid warranty that this Corporation has such an interest in said suretyship as to empower it to make said Master Surety AGREEMENT be, and it is hereby, ratified and confirmed as the warranty of this Corporation. ATTEST: S/Mary F. Parker Mary F. Parker, Secretary" (For full text, see report on file in the Secretary's Office.) Mrs. Bowles moved that the Board concur in the adoption of the Resolution. The motion was seconded by Mr. Bowers and adopted. OTHER BUSINESS: ADVERTISING OF CIGARETTES ON BUSES: Mr. William H. Tanger appeared before the Board and recommended adoption of a Resolution to ban the advertising of cigarettes on publicly owned buses. Mr. Tanger referred to an article which appeared on October 5 in the newspaper concerning the National Cancer Institute channeling $115 million to State health departments for anti-tobacco programs, and stated that the Secretary of Health and Human Services is beginning a campaign in 17 states, including Virginia, to reduce smoking. He stated that this effort would be a step in that direction. Mr. Tanger submitted a brochure published by the American Cancer Society regarding Cancer Facts and Figures for 1991, along with other written communications and materials. Mr. Tanger further stated that cities in the United States are beginning to change direction and adopt ordinances and policies that prohibit cigarette advertising on publicly owned vehicles. He urged the Board of Directors to adopt a policy that would ban cigarette advertising for the benefit of the public health of the citizens in the Roanoke Valley. (For full text, see communications and materials on file in the Secretary's Office.) Mr. Harvey requested that the General Counsel answer a question referred to by Mr. Tanger relating to the Dillon Rule, and questioned how much actual revenue a year the cigarette advertising produces for the Company. The Assistant General Counsel stated that his office is currently reviewing the legality of this proposal, that there are two major areas to consider, one of which is the Dillon Rule question which is whether or not the City would have the authority to enact such a restriction, and the other is the constitutional implications of restricting what is essentially a first amendment activity. He stated that the General Counsel is in the midst of attempting to resolve these two issues. 11 The General Manager advised that the advertising of cigarettes on buses currently generates approximately $12,000.00 per year of the $24,000.00 per year as a guarantee of the agency that handles the advertising for Valley Metro, and the Company is then able to use the $12,000.00 to acquire an additional $12,000.00 in matching funds from the Federal government, making the net effect to Valley Metro $24,000.00. In clarification, the General Manager stated that the matching formula by the Federal government relates to advertising in general, not regarding specific advertising. Mr. Harvey moved that the matter be referred to the General Counsel and the General Manager for study and report to the Board. The motion was seconded by Mr. Musser and adopted. There being no further business, meeting adjourned at 1:55 p.m. President~~ ...... the President declared the ATTEST: ~ Secretary 12 GREATER ROANOKE TRANSIT COMPANY November 18, 1991 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Dr. Noel C. Taylor, on Monday, November 18, 1991, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, Beverly T. Fitzpatrick, Jr., Howard E. Musser and President Noel C. Taylor--4. ABSENT: Directors David A. Bowers, James G. Harvey, II, and WllliamWhite, Sr.- .............................................. 3. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. Mark A. Williams, Assistant General Counsel, Greater Roanoke Transit Company; Mr. Joel M. Schlanger, Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; Mr. Kit B. Kiser, Director of Utilities and Operations; Mr. Stephen A. Mancuso, General Manager, Valley Metro; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Noel C. Taylor. The Pledge of Allegiance to the Flag of the United States of America was led by President Taylor. PRESENTATION OF AWARD: Mr. John P. Bradshaw, representing Hayes, Seay, Mattern and Mattern, Inc., appeared and presented the 1991 Engineering Excellence Competition Honor Award which was awarded by the Consulting Engineers' Council of Virginia in connection with the work of Hayes, Seay, Mattern and Mattern on the Greater Roanoke Transit Company Operations, Maintenance and Administrative Facility. Mr. Bradshaw explained that Judging for the award was based on originality, innovation, new applications of existing techniques, technical value of engineering profession, social/economic consideration, complexity, and meeting and exceeding the owner's and client's needs. MINUTES: Mr. Musser moved that the reading of the minutes of the regular meeting held on Monday, October 28, 1991, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mrs. Bowles and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) 13 GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated November 18, 1991, with regard to receipt and introduction of ten new buses and 38 new fareboxes; and utilization of Campbell Court as a two-way traffic facility instead of a one-way traffic facility. (For full text, see Management Letter on file in the Secretary's Office.) Mr. Musser moved that the Management Letter be received and filed. The motion was seconded by Mr. Fitzpatrick and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of October, 1991. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles moved that the report be received and filed. The motion was seconded by Mr. Fitzpatrick and adopted. REPORTS OF COMMITTEES: The committee appointed to study the one bid received for purchase of a radio communications system submitted a written report advising that the Board of Directors properly advertised, received, opened and read one bid for the purchase of a radio communications system, which bid consists of separate bids for the eight items specified, and recommending award of a lump sum contract to Motorola Communications and Electronics, Inc., in the amount of $173,587.50. (For full text, see report on file in the Secretary's Office.) Mr. Musser offered the following Resolution: "A RESOLUTION ACCEPTING THE BID OF MOTOROLA COMMUNICATIONS ANDELECTRONICS, INC. FOR THE PURCHASE OF A RADIO COMMUNICATIONS SYSTEM UNDER CERTAIN TERMS AND CONDITIONS BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the bid of Motorola Communications and Electronics, Inc. made to the Company for a radio communications system meeting all of the Company's specifications and requirements therefor, for the total bid price of $173,587.50, which bid is on file in the Office of the Company's Secretary, is hereby accepted and the Company's General Manager and Secretary are hereby authorized to execute and attest, respectively, in form approved by General Counsel, an appropriate lump sum contract incorporating the Company's 14 specifications and such other terms and conditions as are deemed necessary, as more particularly set forth in the Bid Committee Report to this Board dated November 18, 1991." Mr. Musser moved the adoption of the Resolution. The motion was seconded by Mr. Fitzpatrick and adopted by the following vote: AYES: Directors Bowles, Fitzpatrick, Musser and President Taylor ........................................................... 4. NAYS: None ................................................. 0. (Directors Bowers, Harvey and White were absent.) OTHER BUSINESS: NONE. There being no further business, the meeting adjourned at 1:55 p.m. APPROVED Presiden~ ATTEST: President declared the Secretary 15 GREATER ROANOKE TRANSIT COMPANY January 27, 1992 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Dr. Noel C. Taylor, on Monday, January 27, 1992, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors David A. Bowers, Elizabeth T. Bowles, James G. Harvey, II, Howard E. Musser, William White, Sr., and President Noel C. Taylor ......................................... 6. ABSENT: Director Beverly T. Fitzpatrick, Jr.- .............. 1. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. Earl B. Reynolds, Jr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Mr. Wilburn C. Dlbling, Jr., General Counsel, Greater Roanoke Transit Company; Mr. Mark A. Williams, Assistant General Counsel, Greater Roanoke Transit Company; Mr. Joel M. Schlanger, Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; Mr. Kit B. Klser, Director of Utilities and Operations; Mr. Stephen A. Mancuso, General Manager, Valley Metro; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Noel C. Taylor. The Pledge of Allegiance to the Flag of the United States of America was led by President Taylor. MINUTES: Mr. Musser moved that the reading of the minutes of the regular meeting held on Monday, November 18, 1991, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Harvey and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: FINANCIAL ANDOPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of November, 1991. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles moved that the report be received and filed. The motion was seconded by Mr. Musser and adopted. 16 FINANCIAL ANDOPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of December, 1991. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles moved that the report be received and filed. The motion was seconded by Mr. Musser and adopted. APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager submitted a written report recommending that the Board of Directors appoint certain members of the Board and staff to serve as the Fiscal Year 1992-93 Budget Review Committee. (For full text, see report on file in the Secretary's Office.) Mr. Harvey moved that the following persons be appointed to serve as the Budget Review Committee: Howard E. Musser, Chairman, William White, Sr., W. Robert Herbert and Joel M. Schlanger. The motion was seconded by Mr. Bowers and adopted. OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR 1992-93: The General Manager submitted a written report advising that financial assistance has been provided to Greater Roanoke Transit Company bythe Federal Transportation Administration (FTA) and the Commonwealth of Virginia Department of Transportation (VDOT) during previous fiscal years for certain operating, administrative, maintenance, ridesharing and capital expenses; that Greater Roanoke Transit Company is eligible for $1,020,920.00 in operating assistance from FTA during fiscal year 1992-93 and for $639,835.00 in administrative, maintenance and ridesharing assistance from VDOT during fiscal year 1992-93; and that the amount of operating assistance from FTA represents a $103,940.00 increase in the amount provided this fiscal year, and the amount of administrative, maintenance and ridesharing assistance from VDOT represents a $71,093.00 reduction in the amount provided this fiscal year. It was further advised that Greater Roanoke Transit Company is also eligible for a total of $4,133,250.00 in capital assistance from FTA and VDOT; that the vast majority of this amount, however, is discretionary capital assistance and submission of the appropriate applications doe~ not mean that the full amount requested will be approved; and that authorization to file applications for financial assistance from FTA and VDOT is needed from the Greater Roanoke Transit Company Board of Directors. The General Manager recommended that he be authorized to file applications requesting the maximum operating and capital financial assistance from FTA and VDOT for fiscal year 1992-93; to accept and execute the necessary operating grant agreements in a form approved by Legal Counsel; and to accept and execute the necessary capital 17 grant agreements in a form approved by Legal Counsel, but also contingent upon formal action by the Board of Directors committing to provide the required matching share whenever this amount becomes known. (For full text, see report on file in the Secretary's Office.) Mr. Musser offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS AND THE ACCEPTANCE AND EXECUTION OF APPROPRIATE AGREEMENTS FOR OPERATING AND CAPITAL FINANCIALASSISTANCE FOR FISCAL YEAR 1992-1993 WITH THE FEDERAL TRANSPORTATION ADMINISTRATION AND THE COMMON-WEALTH OF VIRGINIA DEPARTMENT OF TRANSPORTATION UNDER CERTAIN TERMS AND CONDITIONS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the Company's General Manager and Secretary are authorized to execute and attest, respectively, in form approved by General Counsel, appropriate applications requesting the maximum operating and capital financial assistance from the Federal Transportation Administration and the Virginia Department of Transportation for fiscal year 1992-1993 and further to accept and execute the necessary operating grant agreements and capital grant agreements in form approved by General Counsel, such acceptance to be contingent upon formal action by the Board of Directors committing to provide any required matching share as such amount becomes known, all as more particularly set forth in the report to this Board dated January 27, 1992. Adopted by the Board of Directors of Greater Roanoke Transit Company this 27th Day of January, 1992. APPROVED: ATTEST: s/Noel C. Taylor Noel C. Taylor, President s/Mary F. Parker Mary F. Parker, Secretary" Mr. Musser moved the adoption of the Resolution. The motion was seconded by Mr. Harvey and adopted by the following vote: AYES: Directors Bowers, Bowles, Harvey, Musser, White and President Taylor ................................................ 6. NAYS: None ................................................ 0. (Director Fitzpatrick was absent.) 18 PARATRANSIT PLAN ADOPTION: The General Manager submitted a written report advising that the Americans with Disabilities Act of 1990 resulted in the U. S. Department of Transportation publishing, on September 6, 1991, certain regulations which impact the Specialized Transit-Arranged Rides (STAR) service provided by Greater Roanoke Transit Company; that U. S. Department of Transportation regulations required the Greater Roanoke Transit Company to develop, by January 26, 1992, a paratransit plan that insures Greater Roanoke Transit Company's STAR service will be in full compliance with the Americans with Disabilities Act of 1990, as soon as possible, but in no case later than January 26, 1997; that a Paratransit Plan for Greater Roanoke Transit Company's STAR service was developed in accordance with the U. S. Department of Transportation regulations which, in part, required an exhaustive public participatory process; and that a Resolution adopting the Paratransit Plan is needed from the Board of Directors. The General Manager recommended that the Board of Directors adopt the Paratransit Plan, which will insure that Greater Roanoke Transit Company's STAR servic~ will either meet or surpass seven basic service requirements, which requirements pertain to the issues of: capacity constraints; eligibility; fares; hours and days of service; response time; service area; and trip purpose. (For full text, see report on file in the Secretary's Office.) Mr. Harvey offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION ADOPTING A CERTAIN PARATRANSIT PLAN FOR THE COMPANY UPON CERTAIN TERMS AND CONDITIONS. BE IT RESOLVED by the Greater Roanoke Transit Company that the Paratransit Plan dated December 31, 1991, attached to and more particularly described in the January 27, 1992, report of the General Manager to this Board is hereby adopted. BE IT FURTHER RESOLVED that the General Manager is authorized to take appropriate actions to implement such plan, and the General Manager and Secretary are authorized to take any and all appropriate actions necessary ko certify adoption by the Company of such plan. Adopted by the Board of Directors of Greater Roanoke Transit Company this 27th Day of January, 1992. APPROVED: ATTEST: s/Noel C. Taylor s/Mary F. Parker Noel C. Taylor, President Mary F. Parker, Secretary" Mr. Harvey moved the adoption of the Resolution. The motion was seconded by Mr. Musser and adopted by the following vote: AYES: Directors Bowers, Bowles, Harvey, Musser, White and President Taylor ................................................ 6. NAYS: None ................................................ 0. (Director Fitzpatrick was absent.) REPORTS OF COMMITTEES: GREATER ROANOKE TRANSIT COMPANY AUDIT COMMITTEE: Director David A. Bowers, Chairperson of the Audit Coramittee, submitted written minutes of the meeting of the Audit Committee of Greater Roanoke Transit Company held on Monday, December 2, 1991. (For full text, see minutes on file in the Secretary's Office.) Mr. Bowers moved that the minutes be received and filed. The motion was seconded by Mrs. Bowles and adopted. OTHER BUSINESS: PUBLIC SERVICE ANNOUNCEMENTS ON VALLEY METRO BUSES: Director David A. Bowers submitted a written communication with regard to an inquiry of the Chairman of the Roanoke Chapter of The American Heart Association pertaining to posting anti-smoking and anti-alcohol public service announcements on Valley Metro buses. He advised that Valley Metro has been requested to make an effort to post anti-smoking and anti-alcohol public service announcements on its buses. (For full text, see communication on file in the Secretary's Office.) Mr. Bowers moved that the communication be referred to the General Manager for study, report and recommendation to the Board of Directors. The motion was seconded by Mr. White and adopted. There being no further business, the President declared the meeting adjourned at 1:45 p.m. APPROVED: President ATTEST: Secretary 20 GREATER ROANOKE TRANSIT COMPANY March 23, 1992 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Dr. Noel C. Taylor, on Monday, March 23, 1992, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors David A. Bowers, Elizabeth T. Bowles, Beverly T. Fitzpatrick, Jr., William White, Sr., and President Noel C. Taylor ................................................... 5. ABSENT: James G. Harvey, II, and Howard E. Musser .......... 2. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Mr. Mark A. Williams, Assistant General Counsel, Greater Roanoke Transit Company; Mr. Joel M. Schlanger, Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; Mr. Kit B. Kiser, Director of Utilities and Operations; Mr. Stephen A. Mancuso, General Manager, Valley Metro; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Noel C. Taylor. The Pledge of Allegiance to the Flag of the United States of America was led by President Taylor. MINUTES: Mr. Fitzpatrick moved that the reading of the minutes of the regular meeting held on Monday, January 27, 1992, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mrs. Bowles and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of January, 1992. (For full text, see report on file in the Secretary's Office.) Mr. White moved that the report be received and filed. The motion was seconded by Mr. Fitzpatrick and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of February, 1992. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles moved that the report be received and filed. The motion was seconded by Mr. Fitzpatrick and adopted. PUBLIC SERVICE ADVERTISEMENTS: The General Manager submitted a written report advising that the Roanoke Chapter of the American Heart Association has requested Greater Roanoke Transit Company's assistance in displaying anti-smoking and anti-alcohol public service announcements on the GRTC buses; that public service announcements are displayed on the GRTC buses in accordance with the following; viz: (1) they are accepted only from non-profit organizations which provide public service information; (2) they are displayed for a maximum of three consecutive months free of charge on a first-come, first-serve basis, but only if the amount of paid advertising is such that there is space available; and (3) the cost of producing the actual public service announcement and the cost of posting the announcements on the Greater Roanoke Transit Company buses is borne entirely by the non-profit organization. The General Manager recommended that all aspects of the existing public service announcement policy be maintained except the requirement that the cost of posting the announcements on the buses be borne by the non-profit organization. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles moved that the Board of Directors concur in the recommendation of the General Manager. The motion was seconded by Mr. Fitzpatrick and adopted. OTHER BUSINESS: None. There being no further business, meeting adjourned at 1:40 p.m. the President declared the ATTEST: ~ Secretary GREATER ROANOKE TRANSIT COMPANY May 4, 1992 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Dr. Noel C. Taylor, on Monday, May 4, 1992, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Beverly T. Fitzpatrick, Jr., Howard E. Musser, William White, Sr., and President Noel C. Taylor ......... 4. ABSENT: Directors David A. Bowers, Elizabeth T. Bowles and James G. Harvey, II .............................................. 3. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Mr. Joel M. $chlanger, Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; Mr. Stephen A. Mancuso, General Manager, Valley Metro; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Noel C. Taylor. The Pledge of Allegiance to the Flag of the United States of America was led by President Taylor. MINUTES: Mr. Musser moved that the reading of the minutes of the regular meeting held on Monday, March 23, 1992, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Fitzpatrick and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) PRESIDENT: STOCKHOLDER'S MEETING: The President submitted a written report recommending that the Annual Stockholder's Meeting be held on Monday, June 22, 1992, immediately following the regular meeting of the Roanoke City Council scheduled for 2:00 p.m., on that date, in the City Council Chamber. (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick moved that the Board concur in the recommendation of the President. The motion was seconded by Mr. Musser and adopted. GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated May 4, 1992, with regard to Greater Roanoke Transit Company's participation in the Earth Day Roanoke festival on April 25, 1992; and activities planned in celebration of National Transit Week, May 11 15, 1992. (For full text, see Management Letter on file in the Secretary's Office.) Mr. White moved that the Management Letter be received and filed. The motion was seconded by Mr. Fitzpatrick and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of March, 1992. (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick moved that the report be received and filed. The motion was seconded by Mr. White and adopted. AUTO LIABILITY AND PHYSICAL DAMAGE INSURANCE COVERAGE: The General Manager submitted a written report advising that the auto liability and physical damage insurance coverage policy with Carolina Casualty expired on April 1, 1992; that quotations for replacement insurance coverage were received from two insurance companies; that replacement insurance coverage was purchased on March 27, 1992 with Carolina Casualty which provided the lowest quotation for this coverage, contingent upon approval of the Greater Roanoke Transit Company Board of Directors; that the previous annual premium for auto liability and physical damage insurance coverage was $170,717.00, and $192,984.00 is being budgeted for fiscal year 1993 in anticipation of an increased physical damage premium resulting from the ownership of the ten new transit coaches recently purchased by Greater Roanoke Transit Company. The General Manager recommended that the Board approve the purchase of auto liability and physical damage insurance coverage with Carolina Casualty. (For full text, see report on file in the Secretary's Office.) Mr. White offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION APPROVING THE PURCHASE OF AUTO LIABILITY AND PHYSICAL DAMAGE INSURANCE COVERAGE FOR THE COMPANY FROM CAROLINA CASUALTY INSURANCE COMPANY UPON CERTAIN TERMS AND CONDITIONS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the purchase of auto liability and physical damage insurance coverage from Carolina Casualty Insurance Company for $192,305.00 as more particularly set forth in the report to this Board dated May 4, 1992, is hereby approved and the General Manager is authorized to execute in form approved by General Counsel documentation as is necessary to provide for the placement of such coverage. APPROVED: ATTEST: S/Noel C. Taylor S/Mary F. Parker Noel C. Taylor, President Mary F. Parker, Secretary" Mr. White moved the adoption of the Resolution. The motion was seconded by Mr. Fitzpatrick and adopted by the following vote: AYES: Directors Fitzpatrick, Musser, White and President Taylor .......................................................... 4. NAYS: None ................................................ 0. (Directors Bowers, Bowles and Harvey were absent.) REPORTS OF COMMITTEES: FISCAL YEAR 1992-93 OPERATING BUDGETS FOR THE GREATER ROANOKE TRANSIT SYSTEM AND PARKING OPERATIONS: The Budget Review Committee submitted a written report advising that the Board of Directors appointed the Budget Review Committee on January 27, 1992 to review the General Manager's proposed operating budgets and provide a report of recommendation to the Board; that the Budget Review Committee met on March 23, 1992, and on April 22, 1992, to review the operating budgets and make certain changes; that budget deficit support from the City of Roanoke for Fiscal Year 1991-92 is $338,516.00, and budget deficit support from the City of Roanoke for Fiscal Year 1992-93 is requested at $338,513.00; and that the recommended budgets call for the following: Continued transit, ridesharing and parking services at the same basic levels of service currently provided. 2. No transit fare increases. Campbell Court monthly parking rate increase from $42.50 to $45.00. 4. Increased transit operation expense of only 1.8 per cent. 5. Parking operation expense fully recovered by fee charged for the services rendered. The Budget Review Committee recommended approval of the budgets as submitted. (For full text, see report on file in the Secretary's Office.) Mr. Musser moved that the Board concur in the recommendation of the Budget Review Committee. The motion was seconded by Mr. Fitzpatrick and adopted. OTHER BUSINESS: None. There being no further business, meeting adjourned at 1:45 p.m. APPROVED the President declared the ATTEST: Secretary GREATER ROANOKE TRANSIT COMPANY June 22, 1992 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Dr. Noel C. Taylor, on Monday, June 22, 1992, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors David A. Bowers, Elizabeth T. Bowles, James G. Harvey, II, Howard E. Musser, and President Noel C. Taylor .......................................................... 5. ABSENT: Directors Beverly T. Fitzpatrick, Jr. and William White, Sr.- ..................................................... 2. Also present were Mr. James D. Ritchie, Acting Vice President of Operations, Greater Roanoke Transit Company; Mr. Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Mr. Jesse A. Hall, Assistant Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; and Mr. Stephen A. Mancuso, General Manager, Valley Metro. The meeting was opened with a prayer by President Noel C. Taylor. The Pledge of Allegiance to the Flag of the United States of America was led by President Taylor. MINUTES: Mrs. Bowles moved that the reading of the minutes of the regular meeting held on Monday, May 4, 1992, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Bowers and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) PRESENTATION BY THE VICE-PRESIDENTAND GENERAL MANAGER: Vice- President Howard E. Musser highlighted the distinguished tenure of Dr. Noel C. Taylor as President of the Greater Roanoke Transit Company from October 27, 1975 to June 30, 1992. On behalf of the Board of Directors of the Greater Roanoke Transit Company, Vice- President Musser presented a plaque to President Taylor in appreciation of his leadership as President of the Company. The General Manager presented a lifetime Valley Metro bus pass to President Taylor as a token of appreciation from the management and staff of Valley Metro. GENERAL MANAGER: FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of April, 1992. (For full text, see report on file in the Secretary's Office.) Mr. Harvey moved that the report be received and filed. The motion was seconded by Mr. Musser and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of May, 1992. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles moved that the report be received and filed. The motion was seconded by Mr. Bowers and adopted. EXTENDING EVENING SERVICE: The General Manager submitted a written report advising that a request for proposals regarding the extension of evening service was recently received; that members of the GRTC and Downtown Roanoke, Incorporated staffs discussed the matter of extending evening service on two different occasions; that GRTC staff agrees that in the "ideal situation, it would be preferable to have bus service extended for all evenings"; that on an annual basis, however, the cost of extended service six evenings per week would approximate $375,000.00 and only 13 percent of this cost would be recovered by the fares collected; and the annual net cost would therefore approximate $325,000.00 and neither GRTC nor Downtown Roanoke, Incorporated could provide such a subsidy at the present time. It was further advised that the GRTC staff questions the advisability of extending service only one evening per week as it is inherently not conductive to establishing and maintaining ridership; that it is not possible to extend evening service without securing additional subsidy funding, inasmuch as neither GRTC nor Downtown Roanoke, Incorporated can provide any of the subsidy funding needed; and that GRTC is not eligible for any additional Federal or State subsidy funding, and GRTC's only other source of subsidy funding is the City of Roanoke, which has already established the amount to be received by Greater Roanoke Transit Company during the upcoming fiscal year. (For full text, see report on file in the Secretary's Office.) Mr. Bowers moved that the report be received and filed with appreciation. The motion was seconded by Mrs. Bowles and adopted. OTHER BUSINESS: Mr. Harvey advised that he received a telephone call from a citizen concerning the availability of bus service in the Garden City Boulevard area during the early morning hours (6:30 to 7:00 a.m.) and evening hours, and the fact that the current service does not accommodate those persons who need to get to and from work. Mr. Harvey inquired as to the reason the service is not available along Garden City Boulevard during these particular hours; whereupon, the General Manager advised that service cuts were made in the Garden City area approximately one year ago, and when the decision was made to cut this service, it was intended to leave the service intact at those times of the day when it was thought elderly people would be riding, rather than working people who probably had another means of transportation. Mr. Mancuso stated that he believes he has spoken with this particular person, and that discussions are being held about the possibility of extending the first trip to the area and possibly a trip later in the afternoon to help the working people and students. He said this is being looked at so that any additional costs will be offset in order to avoid additional expense. Mr. Harvey requested that the General Manager advise the Board of Directors of his final recommendation on this matter. There being no further business, meeting adjourned at 1:50 p.m. APPROVED the President declared the ATTEST: Secretary GREATER ROANOKE TRANSIT COMPANY June 22, 1992 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Dr. Noel C. Taylor, on Monday, June 22, 1992, at 5:50 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the President of the Corporation. PRESENT: Directors David A. Bowers, Elizabeth T. Bowles, James G. Harvey, II, Howard E. Musser, and President Noel C. Taylor .......................................................... 5. ABSENT: Directors Beverly T. Fitzpatrick, Jr. and William White, Sr.- ..................................................... 2. Also present were Mr. James D. Ritchie, Acting Vice President of Operations, Greater Roanoke Transit Company; Mr. Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Mr. Jesse A. Hall, Assistant Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; and Mr. Stephen A. Mancuso, General Manager, Valley Metro. The President referred to the following communication calling the special meeting: "GREATER ROANOKE TRANSIT COMPANY BOARD OF DIRECTORS June 18, 1992 Mr. David A. Bowers Mrs. Elizabeth T. Bowles Mr. Beverly T. Fitzpatrick, Jr. Mr. James G. Harvey, II Mr. Howard E. Musser Mr. William White, Sr. Dear Mrs. Bowles and Gentlemen: This is to advise you that I am calling a special meeting of the Board of Directors of the Greater Roanoke Transit Company on Monday, June 22, 1992, immediately following the Annual Meeting of the Stockholders, in the City Council Chamber, 30 fourth floor of the Municipal Building. meeting will be to elect officers of Transit Company. The purpose of the the Greater Roanoke Sincerely, S/Noel C. Taylor Noel C. Taylor President NCT:se pc: The Honorable Delvis O. "Mac" McCadden, Council Member- Elect Mr. W. Robert Herbert, Vice President of Operations, GRTC Mr. Wilburn C. Dibling, Jr., General Counsel, GRTC Mr. Mark A. Williams, Assistant General Counsel, GRTC Mr. Joel'M. Schlanger, Treasurer, GRTC Mr. Kit B. Kiser, Director of Utilities and Operations Mr. Stephen A. Mancuso, General Manager, Valley Metro, P. O. Box 13247, Roanoke, Virginia 24032" SECRETARY: ELECTION OF OFFICERS: The Secretary submitted a written report advising that Article V, Officers~ of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as it may deem proper to serve for a term of one year each commencing upon the date of their election and until their respective successors are elected and qualify. (For full text, see report on file in the Secretary's Office.) The President opened the floor for nominations for a President, Vice-President, Vice-President of Operations, Secretary, Assistant Secretary, Treasurer, Assistant Treasurers, and Registered Agent. Mr. Harvey placed in nomination the names of David A. Bowers as President; Beverly T. Fitzpatrick, Jr., as Vice-President; W. Robert Herbert as Vice-President of Operations; Mary F. Parker as Secretary; Sandra H. Eakin as Assistant Secretary; Joel M. $chlanger as Treasurer; James D. Grisso as Assistant Treasurer; Jesse A. Hall as Assistant Treasurer; and Wilburn C. Dibling, Jr., as Registered Agent. Mr. Musser moved that the nominations be closed. The motion was seconded by Mrs. Bowles and adopted. 31 There being no further nominations, the abovenamed persons were elected or reelected as officers of the Greater Roanoke Transit Company for terms of one year each commencing upon the date of their election and until their respective successors have been duly elected and shall have duly qualified, by the following vote: FOR MR. BOWERS, MR. FITZPATRICK, MR. HERBERT, MS. PARKER, MS. EAKIN, MR. SCHLANGER, MR. GRISSO, MR. HALL AND MR. DIBLING: Directors Bowers, Bowles, Harvey, Musser and President Taylor---5. (Directors Fitzpatrick and White were absent.) There being no further business, special meeting adjourned at 5:55 p.m. APPROVED: President the President declared the Secretary 32 GREATER ROANOKE TRANSIT COMPANY July 27, 1992 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, July 27, 1992, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, Beverly T. Fitzpatrick, Jr., James G. Harvey, II, Delvis O. McCadden, Howard E. Musser, William White, Sr., and President David A. Bowers .... 7. ABSENT: None .............................................. 0. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. William X Parsons, Assistant General Counsel, Greater Roanoke Transit Company; Mr. Mark A. Williams, Assistant General Counsel, Greater Roanoke Transit Company; Mr. Joel M. Schlanger, Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; Mr. Stephen A. Mancuso, General Manager, Valley Metro; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President David A. Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mr. Harvey moved that the reading of the minutes of the regular and special meeting held on Monday, June 22, 1992, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Musser and unanimously adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated July 27, 1992, advising that Greater Roanoke Transit Company will host the 1992 Virginia Transit Rodeo at the Roanoke Civic Center on Sunday, August 2, 1992; and transmitting a brochure entitled Meeting Tomorrow's Economic Challenges, which highlights the often overlooked but very real partnership between transit and business. (For full text, see Management Letter on file in the Secretary's 33 Office.) Mrs. Bowles moved that the Management Letter be received and filed. The motion was seconded by Mr. McCadden and unanimously adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of June, 1992. (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick moved that the report be received and filed. The motion was seconded by Mrs. Bowles and unanimously adopted. OTHER BUSINESS: None. There being no further business, meeting adjourned at 1:40 p.m. APPROVED: President the President declared the ATTEST Secretary GREATER ROANOKE TRANSIT COMPANY September 28, 1992 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, September 28, 1992, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, Beverly T. Fitzpatrick, Jr., James G. Harvey, II, Delvis O. McCadden, Howard E. Musser, William White, Sr., and President David A. Bowers .... 7. ABSENT: None .............................................. 0. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. Wllburn C. Dlbling, Jr., General Counsel, Greater Roanoke Transit Company; Mr. Joel M. Schlanger, Treasurer, Greater Roanoke Transit Company; Ms. Sandra H. Eakin, Assistant Secretary, Greater Roanoke Transit Company; and Mr. Stephen A. Mancuso, General Manager, Valley Metro. The meeting was opened with a prayer by Director Beverly T. Fitzpatrick, Jr. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mr. Musser moved that the reading of the minutes of the regular meeting held on Monday, July 27, 1992, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Harvey and unanimously adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: FINANCIALAND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of July, 1992. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles moved that the report be received and filed. The motion was seconded by Mr. Fitzpatrick and unanimously adopted. FINANCIALAND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of August, 1992. (For full text, see report on file in the Secretary's Office.) 35 Mrs. Bowles moved that the report be received and filed. The motion was seconded by Mr. Fitzpatrick and unanimously adopted. LEASE OF TIRES FOR VALLEY METRO BUSES: The General Manager submitted a written report advising that Greater Roanoke Transit Company has always leased tires because leasing tires is cheaper than buying tires; that by leasing tires, Greater Roanoke Transit Company's tire inventory costs have been kept to a minimum and tire disposal costs have been non-existent; and these savings, along with mileage lease rates that have been competitive with the operating cost per mile associated wlth purchased tires, are the factors that have made it cheaper to lease tires. It was further advised that in July, 1987, the Board of Directors awarded the most recent five year tire lease agreement to The Goodyear Tire and Rubber Company, Incorporated, which lease agreement was written to expire on August 1, 1992, and was extended two months in order to allow sufficient time to obtain and evaluate new bids; that bids for the lease of tires and a new five year lease agreement were solicited by formal advertisement; and two bids were received from The Goodyear Tire and Rubber Company, Incorporated and from Bridgestone/Firestone, Incorporated. The General Manager recommended that the Board of Directors award the tire lease bid to the low bidder, Bridgestone/Firestone, Incorporated, and that he be authorized to execute the appropriate tire lease agreement, in form approved by General Counsel. (For full text, see report on file in the Secretary's Office.) Mr. Harvey offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION ACCEPTING THE BID OF BRIDGESTONE/FIRESTONE, INCORPORATED FOR LEASING TIRES UPON CERTAIN TERMS AND CONDITIONS AND REJECTING ALL OTHER BIDS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that: 1. The bid of Bridgestone/Firestone, Incorporated to lease tires to the Company meeting all of the Company's specifications and requirements therefor as more particularly set forth in the September 28, 1992, report of the General Manager to this Board which bid is on file in the office of the Company Secretary is hereby ACCEPTED. 2. The General Manager and Secretary are authorized to execute and attest, in form approved by General Counsel, an appropriate tire lease agreement, such agreement to contain such terms and conditions as are deemed to be in the Company's best interest and as more particularly set forth in the September 28, 1992, report of the General Manager to this Board. 36 3. Any and all other bids made for the aforesaid procurement are hereby REJECTED, and the Company Secretary is directed to notify each such bidder and to express to each the Company's appreciation for such bid. APPROVED: ATTEST: S/David A. Bowers S/Sandra H. Eakin David A. Bowers President Sandra H. Eakin Assistant Secretary" Mr. Harvey moved the adoption of the Resolution. The motion was seconded by Mr. Musser and adopted by the following vote: AYES: Directors Bowles, Fitzpatrick, Harvey, McCadden, Musser, White and President Bowers .............................. 7. NAYS: None ................................................ 0. BIDS FOR SEVEN SERVICE VEHICLES: The General Manager submitted a written report advising that in January, 1992, the Board of Directors authorized the submission of a capital grant application to Greater Roanoke Transit Company's federal and state funding agencies for the purpose of securing funding for the purchase of 18 buses and seven service vehicles; that in May, 1992, federal and state funding agencies approved the portion of the capital grant application pertaining to the purchase of seven service vehicles; that bids were solicited by formal advertisement in August, 1992; and bids were received from five automobile and/or truck dealerships. The General Manager recommended that the Board of Directors accept the bids received for the purchase of seven service vehicles; viz: the bid of Dominion Car Company for two mid-sized 4-door sedans, in the amount of $25,648.16; the bid of Farrell Ford Pontiac for two mini vans, in the amount of $29,569.60; the bid of Farrell Ford Pontiac for two pickup trucks with snow blades, in the amount of $39,383.44; and the bid of Berglund Chevrolet for one tow truck, in the amount of $28,601.69. (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION ACCEPTING CERTAIN BIDS FOR THE PURCHASE BY THE COMPANY OF SEVEN SERVICE VEHICLES UPON CERTAIN TERMS ANDCONDITIONS AND REJECTING ALL OTHER BIDS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that: 37 1. The bid of Dominion Car Company for two mid-sized 4-door sedans in the amount of $25,648.16, the bid of Farrell Ford Pontiac for two mini vans in the amount of $29,569.60, the bid of Farrell Ford Pontiac for two pickup trucks with snow blades in the amount of $39,383.44, and the bid of Berglund Chevrolet for one tow truck in the amount of $28,601.69, all of such bids meeting all of the Company's specifications and requirements therefor as more particularly set forth in the report of the General Manager to this Board dated September 28, 1992, which bids are on file in the office of the Company Secretary, are hereby ACCEPTED. 2. The General Manager and Secretary are authorized to execute and attest, in form approved by General Counsel, appropriate documentation providing for the purchase of such vehicles as more particularly set forth in the September 28, 1992, report of the General Manager to this Board. 3. Any and all other bids made for the aforesaid procurement are hereby REJECTED, and the Company Secretary is directed to notify each such bidder and to express to each the Company's appreciation for such bid. APPROVED: ATTEST: S/David A. Bowers S/Sandra H. Eakin David A. Bowers President Sandra H. Eakin Assistant Secretary" Mr. White pointed out that the vendors on the bid list did not include the State of Virginia contract, and he questioned why this was not pursued through the State of Virginia contract and whether it was necessary to award the bid today. The General Manager stated that the bid list does not include the State of Virginia inasmuch as the Valley Metro staff was not aware nor did they believe Greater Roanoke Transit Company to be eligible to purchase through the State of Virginia contract. He advised that they do not know this definitively, and that they will pursue finding out whether or not the company is eligible to do so, although it is their understanding that the company is not eligible. Mr. White inquired of the General Counsel as to whether the company is eligible to purchase vehicles under the state contract; whereupon, Mr. Dibling advised the rule is that local governments have the ability to purchase off the state contract list. He explained that the reason the City can use the state list is because the state list is made in compliance with the state procurement code and that also provides for compliance with the local procurement code. He said that these instances refer to local governments, and the question is whether the state is going to view Valley Metro or Greater Roanoke Transit Company as a department of the City. He advised that he does not know how the state would view Greater Roanoke Transit Company, that this would be a question that would have to be presented to them, and it is a question that should be pursued for future use. Mr. White requested that the General Manager and General Counsel report back to the Board with regard to this question. Mr. White questioned whether it was necessary to award the bid at the present time, or whether it could be delayed; whereupon, the General Manager advised that the bid did not have to be awarded now, however, in the event the Board did not award the bid, the bidders would no longer be obligated to honor the prices bid and the vehicles would have to be rebid. The General Manager further advised that he felt it was important to purchase the vehicles as soon as practicable, that the prices bid are extremely good, and he encouraged the Board to move forward on the matter. Mr. White encouraged the General Manager to seek an answer to the state contract procurement procedure so that it will be in place the next time vehicles are being procured. Mr. Fitzpatrick moved the adoption of the Resolution. The motion was seconded by Mrs. Bowles and adopted by the following vote: AYES: Directors Bowles, Fitzpatrick, Harvey, McCadden, Musser and White ........................................................ 6. NAYS: None ................................................. O. (President Bowers abstained from voting.) OTHER BUSINESS: Mr. Fitzpatrick referred to the portion of the General Manager's report on service vehicle bids wherein it was stated that the Board of Directors authorized the submission of a capital grant application to Greater Roanoke Transit Company's federal and state funding agencies for the purpose of securing funding for the purchase of 18 buses and seven service vehicles, and stated that he and some other members of the Board have written members of Congress regarding funding for buses, and questioned whether the General Manager has received any indication as to whether any headway has been made by any response or reaction from this correspondence. The General Manager stated that some headway has been made, that Senator Warner's office has endorsed the application, and there has been some communication to and from President Bowers to that effect; however, the Company will not have any information until after October 1, when the new federal fiscal year begins. He advised that he is not very optimistic that the money will be forthcoming any time soon thereafter, because the money is extremely competitive. He further advised that the Transit Company is probably going to have to continue making its case for the money to acquire these buses because of competition with other urbanized areas, most of which are substantially larger than the Roanoke area. He stated that he intends to monitor the situation over the next two weeks and if he does not hear anything positively, what he believes can money. There being no further business, meeting adjourned at 1:43 p.m. APPROVED: he will again ask for the Board's sugport and outline for the be done to further make our case the President declared ATTEST: the President Assistant Secretary 4O GREATER ROANOKE TPu~NSIT COMPANY November 23, 1992 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, November 23, 1992, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, Beverly T. Fitzpatrick, Jr., James G. Harvey, II, Delvis O. McCadden, Howard E. Musser, William White, Sr., and President David A. Bowers .... 7. ABSENT: None .............................................. 0. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company~ Mr. Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company~ Mr. James D. Grisso, Acting Treasurer, Greater Roanoke Transit Company~ Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company~ Mr. Stephen A. Mancuso, General Manager, Valley Metro~ and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mr. Musser moved that the reading of the minutes of the regular meeting held on Monday, September 28, 1992, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Fitzpatrick and unanimously adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated November 23, 1992, with regard to participation of certain Greater Roanoke Transit Company employees in the National Bus Operator's Roadeo at the American Public Transit Association's Annual Meeting, which was held in San Diego, California, October 18 through 22, 1992, and the National Maintenance Roadeo, which was held in Orlando, Florida, November 6 through 8, 1992~ advising of the scheduled opening of the Century Station Parking Garage on Monday, November 30, 1992; and advising that ridership is showing a five percent increase during the past six months over the same period last year. (For full text, see report on file in the Secretary's Office.) 41 Mr. McCadden moved that the report be received and filed. The motion was seconded by Mrs. Bowles and unanimously adopted. Mr. Fitzpatrick called attention to information in the Management Report which states that Operator Jimmy Carter has once again placed well in competition in the National Bus Operator's Roadeo at the American Public Transit Association's Annual Meeting in San Diego, California. He stated that he believes it would be appropriate for the Board of Directors or City Council to adopt a Resolution officially recognizing Mr. Carter's accomplishments and thanking him for representing Valley Metro and the Roanoke Valley consistently well. The President suggested that the Board of Directors present a Proclamation declaring a day in Mr. Carter's honor. There being no objections from the Board, the President advised that he would request the Secretary of the Company to make arrangements, with assistance from the General Manager, for a Proclamation to be prepared in Mr. Carter's honor. FINANCIAL AND OPERATING REPORT: the Financial and Operating Report 1992. The General Manager submitted for the month of September, (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick moved that the report be received and filed. The motion was seconded by Mr. Musser and unanimously adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of October, 1992. (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick moved that the report be received and filed. The motion was seconded by Mr. Musser and unanimously adopted. OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:37 p.m. APPROVED: President ATTEST: Secretary GREATER ROANOKE TRANSIT COMPANY January 25, 1993 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, January 25, 1993, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, Beverly T. Fitzpatrick, Jr., James G. Harvey, II, Delvis 0. McCadden, Howard E. Musser, William White, Sr., and President David A. Bowers ............................................... 7. ABSENT= None ........................................... 0. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. Wllburn C. Dlbling, Jr., General Counsel, Greater Roanoke Transit Company; Ms. Kathleen M. Kronau, Assistant General Counsel, Greater Roanoke Transit Company; Mr. James D. Grisso, Acting Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; Mr. Stephen A. Mancuso, General Manager, Valley Metro; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by Mayor David A. Bowers. MINUTES: Mr. Harvey moved that the reading of the minutes of the regular meeting held on Monday, November 23, 1992, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. McCadden and unanimously adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) MANAGEMENT LETTER= The General Manager submitted the Management Letter dated January 25, 1993, with regard to efforts and strategies to secure Section 3, Capital Grant funding for Greater Roanoke Transit Company; and transmitting a reference guide for Greater Roanoke Transit Company, which provides a comprehensive resource for information regarding the services provided by the Company. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles moved that the report be received and filed. The motion was seconded by Mr. Fitzpatrick and unanimously adopted. 43 FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of November, 1992. (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick moved that the report be received and filed. The motion was seconded by Mr. Harvey and unanimously adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of December, 1992. (For full text, see report on file in the Secretary's Office.) Mr. Harvey moved that the report be received and filed. The motion was seconded by Mr. Musser and unanimously adopted. INSURANCE BROKERAGE AND MANAGEMENT SERVICES: The General Manager submitted a written report advising that McDonough Caperton Insurance Group was selected to provide Greater Roanoke Transit Company with insurance brokerage and management services for a three year period ending January, 1993; that a request for new insurance brokerage and management proposals was issued on September 20, 1992; that proposals were received on October 21, 1993 from the firms of Alexander and Alexander of Virginia, Inc., McDonough Caperton Insurance Group, and Thomas Rutherfoord, Inc.; that evaluation of the proposals submitted by each firm was conducted by each member of the Selection Committee independently of each other, and interviews were conducted with each firm by the Selection Committee on December 3, 1992. It was further advised that a review of evaluations and the interviews was conducted by the Selection Committee on December 14, 1993; that in consideration of certain evaluation factors, the Selection Committee selected McDonough Caperton Insurance Group as the firm most qualified and responsive to the needs of Greater Roanoke Transit Company; and that awarding an insurance brokerage and management service contract requires approval of the Board of Directors. Th® General Manager recommended that the Board of Directors award an insurance brokerage and management service contract to McDonough Caperton Insurance Group, in a form approved by Legal Counsel, f or a three year period with fees to be paid by the insurance company with whom coverage is placed, based on the commission agreement between McDonough Caperton Insurance Group and the insurance company on file with the Virginia Insurance Commission. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE EXECUTION OF A CERTAIN CONTRACT WITH MCDONOUGH CAPERTON INSURANCE GROUP PROVIDING FOR INSURANCE BROKERAGE AND MANAGEMENT SERVICE BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the President and Secretary are authorized to execute and attest, respectively, on behalf of the Company, in form approved by General Counsel, an appropriate contract with McDonough Caperton Insurance Group to provide for insurance brokerage and management services, upon such terms and conditions as more particularly set forth in the General Managers's report to this Board dated January 25, 1993. ADOPTED by the Board of Directors of Greater Roanoke Transit Company this 25th day of January, 1993. APPROVED: ATTEST: S/David A. Bowers David A. Bowers, President S/Mary F. Parker Mary F. Parker, Secretary" Mrs. Bowles moved the adoption of the Resolution. The motion was seconded by Mr. Fitzpatrick and adopted by the following vote: AYES: Directors Bowles, Fitzpatrick, Harvey, McCadden, Musser, White and President Bowers ..................................... 7. NAYS: None ................................................ 0. FEDERAL TRANSIT ADMINISTRATION OPERATING ASSISTANCE, AND COMMONWEALTH OF VIRGINIA ADMINISTRATIVE, MAINTENANCE, RIDESHARING, EXPERIMENTAL AND CAPITAL ASSISTANCE FOR FISCAL YEAR 1993-1994: The General Manager submitted a written report advising that financial assistance has been provided to Greater Roanoke Transit Company by the Federal Transit Administration (FTA) and the Commonwealth of Virginia Department of Rail and Public Transportation (VDRPT) during previous fiscal years for certain operating, administrative, maintenance, ridesharing, experimental, and capital expenses; that GRTC is eligible for $898,846.00 in operating assistance from FTA during fiscal year 1993-94, and for $690,487.00 in administrative, maintenance and ridesharing assistance from VDRPT during fiscal year 1993-94: that the amount of operating assistance from FTA represents a $54,817.00 decrease in the amount provided this fiscal year, and the amount of administrative, maintenance and ridesharing assistance from VDRPT represents level funding; and that authorization to file applications for financial assistance from FTA and VDRPT is needed from the Board of Directors. 45 The General Manager recommended that he be authorized to file applications requesting the maximum operating assistance from FTA and the maximum administrative, maintenance, ridesharing, experimental and capital assistance from VDRPT for fiscal year 1993-94; and to accept and execute the necessary grant agreements in a form approved by Legal Counsel. (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick offered the following Resolution= "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS AND THE ACCEPTANCE AND EXECUTION OF APPROPRIATE AGREEMENTS FOR OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR 1993-1994 WITH THE FEDERAL TRANSPORTATION ADMINISTRATION AND THE COMMONWEALTH OF VIRGINIA DEPARTMENT OF RAIL AND PUBLIC TRANSPORTATION UPON CERTAIN TERMS AND CONDITIONS. BE iT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the Company's General Manager and Secretary are authorized to execute and attest, respectively, in form approved by General Counsel, appropriate applications requesting the maximum operating and capital financial assistance from the Federal Transportation Administration and the Virginia Department of Rail and Public Transportation for fiscal year 1993 1994 and further to accept and execute the necessary operating grant agreements and capital grant agreements in form approved by General Counsel, all as more particularly set forth in the report of the General Manager to this Board dated January 25, 1993. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers, President Mary F. Parker, Secretary" Mr. Fitzpatrick moved motion was seconded by Mr. vote: the adoption of the Resolution. The Harvey and adopted by the following AYES: Directors Bowles, Fitzpatrick, Harvey, McCadden, Musser, White and President Bowers .................................... 7. NAYS: None ............................................... O. APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager submitted a written report recommending that the Board of Directors appoint certain members of the Board and staff to serve as the Fiscal Year 1993-94 Budget Review Committee. (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick moved that the Board concur in the General Manager's recommendation. The motion was seconded by Mr. McCadden and unanimously adopted. Mr. Harvey moved that the following persons be appointed to serve as the Budget Review Committee for Fiscal Year 1993-94: Howard E. Musser, Chairman, William White, Sr., W. Robert Herbert and James D. Grisso. The motion was seconded by Mrs. Bowles and unanimously adopted. REPORTS OF COMMITTEES: MINUTES OF GREATER ROANOKE TRANSIT COMPANY AUDIT COMMITTEE: Minutes of the meeting of the Audit Committee of Greater Roanoke Transit Company held on Monday, January 4, 1993, were before the Board. (For full text, see minutes on file in the Secretary's Office.) Mr. White moved that the minutes be received and filed. The motion was seconded by Mr. Harvey and unanimously adopted. OTHER BUSINESS: Mr. Fitzpatrick advised that while he was in Richmond, Virginia, recently, he learned that the Greater Richmond Transit Company had experienced a fiscal crisis relating to a sum of approximately $900,000.00 in costs they could not recover, and they were going to cut services and some employees; and that the Virginia Department of Transportation was able to flnd funds for them. He stated that he read an article in the Richmond Times- Dispatch concerning the matter, which was unclear as to exactly where that money came from; however, it was his thought that if Richmond was able to flnd this money so quickly, possibly the City of Roanoke could find similar funds for Valley Metro. He requested that the General Manager investigate the possibility of securing any available funds for Valley Metro through the State. There being no further business, meeting adjourned at 1:40 p.m. APPROVED: President the President declared the ATTEST: Secretary 47 GREATER ROANOKE TRANSIT COMPANY March 22, 1993 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, March 22, 1993, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, Beverly T. Fitzpatrick, Jr., James G. Harvey, II, Howard E. Musser, William White, Sr., and President David A. Bowers ........................ 6. ABSENT: Director Delvis O. McCadden ........................ 1. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. Wilburn C. Dlbling, Jr., General Counsel, Greater Roanoke Transit Company; Mr. James D. Grisso, Acting Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; Mr. Stephen A. Mancuso, General Manager, Valley Metro; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by Mayor David A. Bowers. MINUTES: Mr. Fitzpatrick moved that the reading of the minutes of the regular meeting held on Monday, January 25, 1993, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Harvey and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) MANAGEMENT LETTER: The General Manager submitted the Management Letter dated March 22, 1993, with regard to the effects of the March 13, 1993, snow storm on Valley Metro bus service; and advising that GRTC's Section 3 Capital Grant funding may be approved by the Federal Transit Administration in the near future, and subsequently, bids will be solicited for 30 foot and 35 foot vehicles, with a recommendation to the Board pertaining to both the low responsive bidder and the size of the vehicles to be purchased. (For full text, see report on file in the Secretary's Office.) Mr. Musser moved that the report be received and filed. The motion was seconded by Mrs. Bowles and adopted. 48 FINANCIAL ANDOPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of January, 1993. (For full text, see report on flle in the Secretary's Office.) Mr. Musser moved that the report be received and flled. The motion was seconded by Mrs. Bowles and adopted. FINANCIAL ANDOPERATING REPORT= The General Manager submitted the Financial and Operating Report for the month of February, 1993. (For full text, see report on file In the Secretary's Office.) Mr. Musser moved that the report be received and filed. The motion was seconded by Mrs. Bowles and adopted. APPOINTMENT OF ASSISTANT VICE PRESIDENT OF OPERATIONS= The Secretary submitted a written report advlsing that on February 2, 1993, City Council concurred in the appointment of James D. Ritchie, Sr., as Assistant City Manager, and that the previous Assistant City Manager, Earl B. Reynolds, Jr., also held the position of Assistant Vice President of Operations of the Greater Roanoke Transit Company. (For full text, see report on file In the Secretary's Office.) Mr. Harvey moved that James D. Rltchie, Sr., be appointed to fill the unexpired term of Earl B. Reynolds, Jr., as Assistant Vice President of Operations, for a term ending June 30, 1993. The motion was seconded by Mr. Musser and adopted. OTHER BUSINESS= None. There being no further business, the President declared the meeting adjourned at 1:35 p.m. APPROVED = President ATTEST: Secretary 49 GREATER ROANOKE TRANSIT COMPANY April 26, 1993 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, April 26, 1993, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, Beverly T. Fitzpatrick, Jr., James G. Harvey, II, Delvis O. McCadden, William White, Sr., and President David A. Bowers ........................ 6. ABSENT: Director Howard E. Musser .......................... 1. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Mr. Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; Mr. Stephen A. Mancuso, General Manager, Valley Metro; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President David A. Bowers. MINUTES: Mr. Fitzpatrick moved that the reading of the minutes of the regular meeting held on Monday, March 22, 1993, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Harvey and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) PRESIDENT: The President submitted a written report recommending that the Annual Stockholders' Meeting be held on Monday, June 28, 1993, immediately following the regular meeting of the Roanoke City Council scheduled for 2:00 p.m., on that date, in the City Council Chamber. (For full text, see report on file in the Secretary's Office.) Mr. Harvey moved that the Board concur in the recommendation of the President. The motion was seconded by Mr. Fitzpatrick and adopted. 5O MANAGEMENT LETTER= The General Manager submitted the Management Letter dated April 26, 1993, with regard to the celebration of National Transit Week during the week of May 17 - 21, with the theme, "Give Your Car A Vacation". (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick moved that the report be received and filed. The motion was seconded by Mr. White and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of March, 1993. (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick moved that the report be received and filed. The motion was seconded by Mr. White and adopted. AUTO LIABILITY AND PHYSICAL DAMAGE INSURANCE COVERAGE: The General Manager submitted a written report advising that the auto liability and physical damage insurance coverage policy with Carolina Casualty expired on April 1, 1993; that quotations for replacement insurance coverage were received from two insurance companies~ that replacement insurance coverage was purchased on March 30, 1993, with Carolina Casualty which provided the lowest quotation for this coverage, contingent upon approval of the Board of Directors; and that the previous annual premium for auto liability and physical damage insurance coverage was $192,305.00. The General Manager recommended that the Board approve the purchase of auto liability and physical damage insurance coverage with Carolina Casualty. (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick offered the following Resolution: "A RESOLUTION APPROVING THE PURCHASE OF AUTO LIABILITY AND PHYSICAL DAMAGE INSURANCE COVERAGE FOR THE COMPANY FROM CAROLINA CASUALTY INSURANCE COMPANY UPON CERTAIN TERMS AND CONDITIONS BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the purchase of auto liability and physical damage insurance coverage from Carolina Casualty Insurance Company for $186,319.00, as more particularly set forth in the report to this Board dated April 26, 1993, is hereby approved and the General Manager is authorized to execute in form approved by General Counsel documentation as is necessary to provide for the placement of such coverage. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers, President Mary F. Parker, Secretary" Mr. Fitzpatrick moved the adoption of the Resolution. The motion was seconded by Mrs. Bowles and adopted by the following vote: AYES: Directors Bowles, Fitzpatrick, Harvey, McCadden, White and President Bowers ............................................. 6. NAYS: None ................................................. 0. (Director Musser was absent.) REPORTS OF COMMITTEES: FISCAL YEAR 1993-94 OPERATING BUDGETS FOR THE GREATER ROANOKE TRANSIT COMPANY TRANSIT AND PARKING OPERATIONS: The Budget Review Committee submitted a written report advising that the Board of Directors appointed the Budget Review Committee on January 25, 1993, to review the General Manager's proposed operating budgets and provide a report of recommendation to the Board; that the Budget Review Committee met on March 29, 1993 and April 9, 1993 to review the operating budgets and make certain changes; that budget deficit support from the City of Roanoke for fiscal year 1992-93 is $338,513.00; that budget deficit support by appropriation of new funds from the City of Roanoke for fiscal year 1993-94 is requested at $338,520.00, plus a carryover of $80,823.00 in unspent funds from fiscal year 1992-93; and that the recommended budgets call for the following: Continued transit, ridesharing and parking services at the same levels of service currently provided. 2. No transit fare increases. 3. No Campbell Court parking rate increase. 4. Increased transit operation expense of 4.4 percent. 5. Parking operation expense fully recovered by fee charged for the services rendered. The Budget Review Committee recommended approval of the budgets as submitted. (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick moved that the Board concur in the recommendation of the Budget Review Committee. The motion was seconded by Mr. White and adopted. OTHER BUSINESS: None. There being no further business, meeting adjourned at 1:40 p.m. APPROVED: the President ATTEST: declared the Secretary 53 GREATER ROANOKE TRANSIT COMPANY June 28, 1993 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, June 28, 1993, at 1:35 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, Beverly T. Fitzpatrick, Jr., Howard E. Musser, William White, Sr., and President David A. Bowers ...................................... 5. ABSENT: Directors James G. Harvey, II, and Delvis O. McCadden ....................................................... 2. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Mr. Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Mr. James D. Grisso, Acting Treasurer, Greater Roanoke Transit Company; Ms. Sandra H. Eakin, Assistant Secretary, Greater Roanoke Transit Company; Mr. Kit B. Kiser, Director of Utilities and Operations; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President David A. Bowers. MINUTES: Mrs. Bowles moved that the reading of the minutes of the regular meeting held on Monday, April 26, 1993, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Musser and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) MANAGEMENT LETTER: The General Manager submitted the Management Letter dated June 28, 1993, with regard to the celebration of National Transit Week during the week of May 17-21; and a status report on Greater Roanoke Transit Company's capital grant application and the bid process for new buses. (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick moved that the report be received and filed. The motion was seconded by Mrs. Bowles and adopted. 54 FINANCIAL ANDOPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of April, 1993. (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick moved that the report be received and filed. The motion was seconded by Mrs. Bowles and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of May, 1993. (For full text, see report on file in the Secretary's Office.) Mr. Fitzpatrick moved that the report be received and filed. The motion was seconded by Mrs. Bowles and adopted. OTHER BUSINESS: None. There being no further business, the meeting adjourned at 1:39 p.m. APPROVED: President President declared the ATTEST: Assistant Secretary 55 GREATER ROANOKE TRANSIT COMPANY August 23, 1993 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, August 23, 1993, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, James G. Harvey, II, Delvis O. McCadden, William White, Sr., and President David A. Bowers ................................................ 5. ABSENT: Directors Beverly T. Fitzpatrick, Jr., and Howard E. Musser ............................................... 2. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Mr. Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Mr. James D. Grisso, Acting Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; Mr. Stephen A. Mancuso, General Manager, Valley Metro; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mrs. Bowles moved that the reading of the minutes of the regular meeting held on Monday, June 28, 1993, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Harvey and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) MANAGEMENT LETTER: The General Manager submitted the Management Letter dated August 23, 1993, with regard to an increase in ridership for the year ended June 30, 1993, as well as efforts to increase ridership during the current fiscal year, including use of State Experimental Grant Funding by the Fifth Planning District Commission to establish a transit pass program. (For full text, see Management Letter on file in the Secretary's Office.) Mr. Harvey moved that the report be received and filed. The motion was seconded by Mr. White and adopted. 56 FINANCIAL ANDOPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of June, 1993. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles moved that the report be received and filed. The motion was seconded by Mr. McCadden and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of July, 1993. (For full text, see report on file in the Secretary's Office.) Mr. White moved that the report be received and filed. The motion was seconded by Mr. Harvey and adopted. DISADVANTAGED BUSINESS ENTERPRISE PROGRAM FOR GRTC: The General Manager submitted a written report advising that Disadvantaged Business Enterprise (DBE) Programs have been used by Greater Roanoke Transit Company (GRTC) since 1980 to ensure that disadvantaged business enterprises have the maximum opportunity to participate in the performance of all aspects of GRTC's contracting activities; that formal adoption by the Board of Directors of a DBE Program to be administered by Management last occurred in December 1990; that a 1993 update of GRTC's DBE Program is required in July by the Federal Transit Administration as a condition of Greater Roanoke Transit Company receiving continued Federal subsidy funding; and the update will be submitted to the Federal Transit Administration's Office of Civil Rights upon approval by the Board of Directors. It was further advised that a resolution of the Board of Directors adopting Greater Roanoke Transit Company's Disadvantaged Business Enterprise Program dated July of 1993 is necessary; that there are no significant differences between the current Program and the Program previously adopted by the Board; and the annual percentage goal for DBE participation remains at 13 per cent. The General Manager recommended that the Board approve a resolution adopting the Disadvantaged Business Enterprise Program dated July 1993. (For full text, see report on file in the Secretary's Office.) Mr. White offered the following Resolution: "A RESOLUTION ADOPTING THE DISADVANTAGED BUSINESS ENTERPRISE PROGRAM FOR GREATER ROANOKE TRANSIT COMPANY; AND AUTHORIZING THE GENERAL MANAGER TO SUBMIT SAID PLAN TO THE FEDERAL TRANSIT ADMINISTRATION. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that: 57 1. Consistent with Federal Transit Administration Regulations, the Greater Roanoke Transit Company has developed a Disadvantaged Business Enterprise Program. 2. The Disadvantaged Business Enterprise program for the Greater Roanoke Transit Company, establishing a disadvantaged business enterprise goal of 13% is hereby ADOPTED. 3. The General Manager is authorized to submit the Company's Disadvantaged Business Enterprise Program and any necessary accompanying documentation to the Federal Transit Administration. 4. It is the policy of the Greater Roanoke Transit Company to establish, review and maintain specific measurable and attainable percentage goals for disadvantaged business enterprise. 5. This resolution and policy statement shall be circulated throughout the community, including minority, female and non- minority businesses and organizations, and to employees. ADOPTED by the Board of Directors of Greater Roanoke Transit Company this 23rd day of August, 1993. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers, President Mary F. Parker, Secretary" Mr. White moved the adoption of the Resolution. The motion was seconded by Mrs. Bowles and adopted by the following vote: AYES: Directors Bowles, Harvey, McCadden, White and President Bowers ................................................ 5. NAYS: None ................................................ 0. (Directors Fitzpatrick and Musser were absent.) SECRETARY: ELECTION OF OFFICERS: The Secretary submitted a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as it may deem proper to serve for a term of one year each commencing upon the date of their election and until their respective successors are elected and qualify; and the current officers are, as follows: 58 David A. Bowers, President Beverly T. Fitzpatrick, Jr., Vice-President W. Robert Herbert, Vice-President of Operations James D. Ritchie, Sr., Assistant Vice-President of Operations Mary F. Parker, Secretary Sandra H. Eakin, Assistant Secretary James D. Grisso, Acting Treasurer Jesse A. Hall, Assistant Treasurer Wilburn C. Dibling, Jr., Registered Agent Mr. Harvey moved that the following officers be reelected for a term of one year commencing August 23, 1993: David A. Bowers, President Beverly T. Fitzpatrick, Jr., Vice-President W. Robert Herbert, Vice-President of Operations James D. Rltchie, Sr., Assistant Vice-President of Operations Mary F. Parker, Secretary Sandra H. Eakin, Assistant Secretary James D. Grisso, Acting Treasurer Jesse A. Hall, Assistant Treasurer Wilburn C. Dibltng, Jr., Registered Agent The motion was seconded by Mrs. Bowles and adopted. OTHER BUSINESS: None. There being no meeting adjourned at 1:40 p.m. APPROVED: further business, the President declared the President ATTEST: Secretary 59 GREATER ROANOKE TRANSIT COMPANY September 27, 1993 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, September 27, 1993, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, Beverly T. Fitzpatrick, Jr., William White, Sr., and President David A. Bowers .................................................. 4. ABSENT: Directors James G. Harvey, II, Delvis O. McCadden and Howard E. Musser ................................................. 3. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Mr. Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Mr. James D. Grisso, Acting Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; Mr. Stephen A. Mancuso, General Manager, Valley Metro; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mrs. Bowles moved that the reading of the minutes of the regular meeting held on Monday, August 23, 1993, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Fitzpatrick and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) PRESENTATION BY THE PRESIDENT AND GENERAL MANAGER: The President advised of the resignation of Mr. Beverly T. Fitzpatrick, Jr., as a member of Roanoke City Council and a Director of the Greater Roanoke Transit Company Board of Directors, effective October 15, 1993. On behalf of the Board of Directors, he presented a plaque to Mr. Fitzpatrick in appreciation of five years of service as a Director of the Greater Roanoke Transit Company Board of Directors from July 1, 1988 to October 15, 1993. The General Manager expressed appreciation to Mr. Fitzpatrick for his service on the Greater Roanoke Transit Company Board of Directors and presented gifts and memorabilia to Mr. Fitzpatrick on behalf of the Valley Metro staff. 60 Mr. Fitzpatrick expressed appreciation for the gifts and stated that he is very interested in public transit and he is extremely proud of the City's transit system. He commended the Board and staff for their work and pledged his continued support of the public transit system. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of August, 1993. (For full text, see report on file in the Secretary's Office.) Mr. White moved that the report be received and filed. The motion was seconded by Mrs. Bowles and adopted. OTHER BUSINESS: Ms. Barbara N. Duerk appeared before the Board and presented a communication stating that she believes Roanoke is a great place to work and a great place to live; however, she expressed concern with regard to the environment, particularly the quality of air which citizens are required to breathe from the exhaust of the numerous automobiles in downtown Roanoke. She urged Valley Metro to consider purchasing new buses that are non-polluting, and that use diesel fuel, which is more ozone friendly than gasoline, and stated that inasmuch as the buses will be used for many years, the City needs to buy buses for the future and present itself as a progressive City. She further stated that Valley Metro is an excellent source of transportation for all socio-economic citizens and tourists in the Valley. There being no further business, the President declared the meeting adjourned at 1:50 p.m. APPROVED: President ATTEST: Secretary 61 GREATER ROANOKE TRANSIT COMPANY October 25, 1993 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, October 25, 1993, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, James G. Harvey, II, Delvis O. McCadden, William White, Sr., and President David A. Bowers .................................................. 5. ABSENT: Director Howard E. Musser .......................... 1. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. Wilburn C. Dlbltng, Jr., General Counsel, Greater Roanoke Transit Company; Mr. James D. Grisso, Acting Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; Mr. Stephen A. Mancuso, General Manager, Valley Metro; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mrs. Bowles moved that the reading of the minutes of the regular meeting held on Monday, September 27, 1993, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Harvey and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) MANAGEMENT LETTER: The General Manager submitted the Management Letter dated October 25, 1993, with regard to Valley Metro Operator Jimmy Carter's participation in the National Bus Operators Roadeo at the American Public Transit Association's Annual Meeting in New Orleans, Louisiana, on October 3 - 8, 1993; and approval by the Federal Transit Administration of the capital grant sought by Greater Roanoke Transit Company since January, 1992. (For full text, see Management Letter on file in the Secretary's Office.) Mr. White moved that the Management Letter be received and filed. The motion was seconded by Mr. Harvey and adopted. FINANCIAL AND OPERATING REPORT: the Financial and Operating Report 1993. The General Manager submitted for the month of September, (For full text, see report on file in the Secretary's Office.) Mr. Harvey moved that the report be received and filed. The motion was seconded by Mrs. Bowles and adopted. PURCHASE OF TRANSIT COACHES: The General Manager submitted a written report advising that the Board of Directors authorized the General Manager to seek and accept State and Federal capital grants for the purpose of acquiring the financial assistance needed to purchase 18 1976 and 1979 model transit coaches; that the State grant was approved on July 1, 1992, with the Federal grant being approved on October 1, 1993; that the management properly advertised for bids for the purchase of transit coaches in anticipation of the Federal grant approval, with three bids subsequently received, opened and read; and as solicited, the bids submitted consisted of a series of alternate bids for 35 or 30 foot transit coaches, and for 13 of the coaches to be diesel powered and five to be compressed natural gas powered. The General Manager recommended that the Board award a lump sum contract to the Gillig Corporation, in the amount of $3,493,903.00, for 18 35-foot diesel powered transit coaches and one spare engine assembly. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION ACCEPTING THE BID OF GILLIG CORPORATION FOR THE PURCHASE OF EIGHTEEN TRANSIT COACHES AND ONE SPARE ENGINE ASSEMBLY UPON CERTAIN TERMS AND CONDITIONS BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: 1. The bid of GILLIG CORPORATION meeting all of the Company's specifications and requirements for eighteen (18) 35-foot, diesel- powered transit coaches and one (1) spare engine assembly, for the total bid price of $3,493,903.00, which bid is on file in the Office of the Company's Secretary, is hereby accepted and the Company's General Manager and Secretary are hereby authorized to execute and attest, respectively, in form approved by General Counsel, an appropriate lump sum contract incorporating the Company's specifications and such other terms and conditions as are deemed necessary and as more particularly set forth in the report to this Board dated October 25, 1993. 2. Any and all other bids made to the Company for transit coaches and related items are hereby rejected and the Company's secretary is directed to notify each such bidder and to express the Company's appreciation for the bid. ATTEST: Secretary" Mrs. Bowles moved the adoption of the Resolution. The motion was seconded by Mr. McCadden and adopted by the following vote: AYES: Directors Elizabeth T. Bowles, James G. Harvey, II, Delvts O. McCadden, William White, Sr., and President David A. Bowers .................................................. 5. NAYS: ..................................................... 0. (Director Musser was absent.) Mr. Harvey requested that the General Manager explain the alternate fuel to be used for some of the buses; whereupon, the General Manager explained that all of the buses to be purchased are diesel powered; and that a study had been made with regard to purchasing buses powered by natural gas, however, it was determined that such buses would not be feasible. Mr. White questioned to a statement in the Management Letter that the Company would not have to make any additional capital improvements until the year 2,000; whereupon, the General Manager stated that with this bus purchase, the Company will have completely turned over the system beginning from 1988, and will not have to make any significant capital purchases until the year 2,000 when the 1988 model buses will need to be replaced. Mr. White inquired as to whether, if the opportunity arises, Greater Roanoke Transit Company would apply for some of the capital grants available and upgrade the equipment sooner; whereupon, the General Manager advised that the Company is not eligible for replacement funding for vehicles until they reach twelve years of age. Mr. White referred to the purchase of diesel buses by the school system in the last four years and inquired as to whether G.R.T.C. and the school system are doing any joint servicing of the diesel buses; whereupon, the General Manager advised that they are not. Mr. White inquired as to whether there have been any discussions with the school system about joint servicing of the buses; whereupon, the General Manager stated that no discussions have been held; and that this may be a possibility, however, the Company has to be careful because of federal and state funding sources. He explained that those funds have to be accounted for and used only for the provision of public mass transportation services; and that if the Board desires, he would be pleased to approach the school system to see if this is an area where the two systems could cooperate. Mr. White informally requested that the General Manager investigate the possibility of Valley Metro and the school system cooperating on servicing the diesel buses, and report back to the Board. Mr. Herbert stated that he believes because there are other cooperative efforts between the City and the school system, that the City may be sharing some of the maintenance responsibility with the schools, and that his staff will look into this as well. SECRETARY: The Secretary presented a written report advising that on September 27, 1993, Roanoke City Council adopted Resolution No. 31717-092793 electing and appointing James D. Grisso as Director of Finance for the City of Roanoke; that the previous Director of Finance also occupied the position of Treasurer of the Greater Roanoke Transit Company; and that this information is provided for the Board in the event that it would like to formally appoint Mr. Grisso to fill the unexpired term of Joel M. Schlanger as GRTC Treasurer, for a term ending June 30, 1994. (For full text, see report on file in the Secretary's Office.) Mr. McCadden placed in nomination the name of James D. Grisso as Treasurer of Greater Roanoke Transit Company. Mrs. Bowles moved that the nominations be closed. There being no further nominations, Mr. Grisso was elected as Treasurer of the Greater Roanoke Transit Company by the following vote: FOR MR. GRISSO: Directors Bowles, Harvey, McCadden, White and President Bowers ................................................. 5. (Director Musser was absent.) OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:45 p.m. APPROVED: President ATTEST: Secretary GREATER ROANOKE TRANSIT COMPANY December 20, 1993 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, December 20, 1993, at 4:00 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, John $. Edwards, James G. Harvey, II, Delvis O. McCadden, Howard E. Musser, and President David A. Bowers ................................................. 6. ABSENT: Director William White, Sr.- ..................... 1. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. James D. Ritchie, Assistant Vice President of Operations, Greater Roanoke Transit Company; Mr. Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Mr. James D. Grisso, Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; Mr. Stephen A. Mancuso, General Manager, Valley Metro; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President David A. Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mr. Musser moved that the reading of the minutes of the regular meeting held on Monday, October 25, 1993, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Harvey and adopted. (For full text, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated December 20, 1993, advising that Greater Roanoke Transit Company is once again conducting the Christmas Express promotion in which all bus fares are reduced to 25 cents on the Saturdays between Thanksgiving and Christmas and on Christmas Eve; that this promotion is designed to increase Saturday ridership, introduce new passengers to transit service, alleviate some traffic congestion at shopping centers, and offer regular transit passengers a "thank-you" for their patronage throughout the year; and that the Christmas Express promotion is proving successful as ridership has been above average despite the poor weather conditions experienced on a few of the Saturdays. (For full text, see Management Letter on file in the Secretary's Office.) Mr. McCadden moved that the Management Letter be received and filed. The motion was seconded by Mrs. Bowles and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of October, 1993. (For full text, see report on file in the Secretary's Office.) Mr. McCadden moved that the report be received and filed. The motion was seconded by Mrs. Bowles and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of November, 1993. (For full text, see report on file in the Secretary's Office.) Mr. McCadden moved that the report be received and filed. The motion was seconded by Mrs. Bowles and adopted. REPORTS OF COMMITTEES: MINUTES OF GREATER ROANOKE TRANSIT COMPANY AUDIT COMMITTEE: Director William White, Sr., Chairperson of the Greater Roanoke Transit Company Audit Committee, submitted written minutes of the Audit Committee's meeting held on Monday, December 13, 1993. (For full text, see minutes on file in the Secretary's Office.) Mr. Harvey moved that the minutes be received and filed. The motion was seconded by Mr. McCadden and adopted. OTHER BUSINESS: None. There being no further business, meeting adjourned at 4:05 p.m. APPROVED: President the President declared the ATTEST: Secretary GREATER ROANOKE TRANSIT COMPANY January 24, 1994 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, January 24, 1994, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, John S. Edwards, James G. Harvey, II, Delvis O. McCadden (arrived at 1:40 p.m.), William White, Sr., and President David A. Bowers ................ 6. ABSENT: Director Howard E. Musser .......................... 1. Also present were Mr. W. Robert Herbert, vice President of Operations, Greater Roanoke Transit Company; Mr. James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Mr. Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Mr. James D. Grisso, Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; Mr. Stephen A. Mancuso, General Manager, Valley Metro; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mrs. Bowles moved that the reading of the minutes of the regular meeting held on Monday, December 20, 1993, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Harvey and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of December, 1993. (For full text, see report on file in the Secretary's Office.) Mr. White moved that the report be received and filed. The motion was seconded by Mrs. Bowles and adopted. FEDERAL TRANSIT ADMINISTRATION OPERATING ASSISTANCE AND COMMONWEALTH OF VIRGINIA ADMINISTRATIVE, MAINTENANCE, RIDESHARING AND EXPERIMENTAL ASSISTANCE FOR FISCAL YEAR 1994-95: The General Manager submitted a written report advising that financial assistance has been provided to the Greater Roanoke Transit Company by the Federal Transit Administration (FTA) and the Commonwealth of Virginia Department of Rail and Public Transportation (VDRPT) during previous fiscal years for certain operating, administrative, maintenance, ridesharing, and experimental expenses; that GRTC is eligible for $954,624.00 in operating assistance from the FTA during fiscal year 1994-95 and for $683,132.00 in administrative, maintenance and ridesharing assistance from VDRPT during fiscal year 1993-94; that the amount of operating assistance from the FTA represents a $55,778.00 increase in the amount provided this fiscal year, and the amount of administrative, maintenance and ridesharing assistance from VDRPT represents level funding; and that authorization to file applications for financial assistance from the FTA and the VDRPT is needed from the Greater Roanoke Transit Company Board of Directors. The General Manager recommended that he be authorized to file applications requesting the maximum operating assistance from the Federal Transit Administration and the maximum administrative, maintenance, ridesharing, and experimental assistance from the Commonwealth of Virginia Department of Rail and Public Transportation for fiscal year 1993-94; and to accept and execute the necessary grant agreements in a form to be approved by Legal Counsel. (For full text, see report on file in the Secretary's Office.) Mr. Harvey offered the following resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS AND THE ACCEPTANCE AND EXECUTION OF APPROPRIATE AGREEMENTS FOR OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR 1994-95 WITH THE FEDERAL TRANSPORTATION ADMINISTRATION AND THE COMMONWEALTH OF VIRGINIA DEPARTMENT OF RAIL AND PUBLIC TRANSPORTATION UPON CERTAIN TERMS AND CONDITIONS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the Company's General Manager and Secretary are authorized to execute and attest, respectively, in form approved by General Counsel, appropriate applications requesting the maximum operating and capital financial assistance from the Federal Transportation Administration and the Virginia Department of Rail and Public Transportation for fiscal year 1994- 1995 and further to accept and execute the necessary operating grant agreements and capital grant agreements in form approved by General Counsel, all as more particularly set forth in the report of the General Manager to this Board dated January 24, 1994. ATTEST: /S/ Mary F. Parker Secretary" Mr. Harvey moved the adoption of the Resolution. The motion was seconded by Mrs. Bowles and adopted by the following vote: AYES: Directors Bowles, Edwards, Harvey, White and President Bowers ................................................. 5. NAYS: None ................................................. 0. (Director McCadden had not arrived, and Director Musser was absent.) APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager submitted a written report recommending that the Board of Directors appoint certain members of the Board and Officers of the Company to serve as the fiscal year 1994-95 Budget Review Committee. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles moved that the Board of Directors concur in the recommendation of the General Manager. The motion was seconded by Mr. Edwards and adopted. The President appointed the following persons to serve as the Budget Review Committee for fiscal year 1994-95: Howard E. Musser, William White, Sr., W. Robert Herbert and James D. Grisso. The President advised that in the event Mr. Musser is unable to serve on the Committee, he will appoint Mrs. Bowles to serve as a representative of the Board of Directors. At thls point, 1:40 p.m., Director McCadden entered the meeting. REPORTS OF COMMITTEES: The Committee appointed to study bids received for mass transit management and operation services submitted a written report advising that the Federal Transit Administration (formerly Urban Mass Transit Administration) requires that any contract for management of Mass Transit Operations be competitively bid at intervals not exceeding five years in order for the transit 70 operation to be eligible for Federal subsidy funding; that Request for Proposals for management and operations of the Greater Roanoke Transit Company were publicly advertised on November 8, 1993 in the national transit magazine, Passenger Transport, and The Roanoke Times & World News, on November 14 and 15, 1993; that proposals were received December 20, 1993 in the Office of the Secretary and opened and evaluated by a committee appointed by the Vice President of Operations, and two proposals were received from ATE Management and Service Company, Inc., and ATC/Vancom, Inc., for the base management fee for the initial three year term; and that ATE Management and Service Company, Inc. is a wholly-owned subsidiary of Ryder System, Inc., and the current contractor with Greater Roanoke Transit Company for mass transit management and operations. It was further advised that the term of agreement is proposed to have an initial term of three years; and thereafter, the agreement shall renew for two additional one-year periods, at a mutually agreed upon management fee, until either party notifies the other party 60 days prior to the annual termination of its desire to terminate the agreement. The Committee recommended that the Greater Roanoke Transit Company Board of Directors authorize the President to execute an agreement with ATE Management and Service Company, Inc., to perform mass transit management and operations services for an initial term of three years commencing March 1, 1994. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE COMPANY'S ENTERING INTO A MANAGEMENT CONTRACT WITH ATE MANAGEMENT AND SERVICE COMPANY, INC. BE IT RESOLVED by the Board of Directors of Greater Roanoke Transit Company that: 1. The President and the Secretary are hereby authorized, for and on behalf of the Company, to execute and attest, respectively, a management agreement with ATE Management and Service Company, Inc., for the provision by such firm of management services for an initial term of three years commencing March 1, 1994, as more particularly set forth in the January 24, 1994, report of the Assistant Vice-President of Operations to the Board. 2. The agreement authorized by this resolution shall be in the amount as set forth in the above-referenced report. 71 3. The form of the agreement with such firm shall be approved by the General Counsel and contain such other terms and conditions as are agreeable to the Vice-President of Operations. ADOPTED by the Board of Directors of Greater Roanoke Transit Company this 24th day of January, 1994. APPROVED: ATTEST: /S/David A. Bowers /S/Mary F. Parker David A. Bowers, President Mary F. Parker, Secretary" Mrs. Bowles moved the adoption of the Resolution. The motion was seconded by Mr. Edwards and adopted by the following vote: AYES: Directors Bowles, Edwards, Harvey, McCadden, White and President Bowers ................................................. 6. NAYS: None ................................................. 0. (Director Musser was absent.) OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:43 p.m. APPROVED: ATTEST: Secretary 72 GREATER ROANOKE TRANSIT COMPANY March 28, 1994 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, March 28, 1994, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, James G. Harvey, II, Delvis O. McCadden, Howard E. Musser, William White, Sr., and President David A. Bowers ....................................... 6. ABSENT: Director John S. Edwards .......................... 1. Also present were Mr. W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Mr. James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Mr. James D. Grisso, Treasurer, Greater Roanoke Transit Company; Ms. Mary F. Parker, Secretary, Greater Roanoke Transit Company; Mr. Stephen A. Mancuso, General Manager, Valley Metro; and Ms. Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mrs. Bowles moved that the reading of the minutes of the regular meeting held on Monday, January 24, 1994, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. McCadden and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated March 28, 1994, advising of receipt of an experimental grant from the Virginia Department of Rail and Public Transportation to fund the Small Urban Transit Voucher Program, which is an experimental project that will enable targeted customers, specifically large employers, to purchase vouchers, or coupons, which can be distributed to employees and used toward the purchase of transit passes; and that the staff will present a budget proposal to the Budget Committee during the month of April, and it is anticipated that the Budget Committee will present the recommended budget to the Board of Directors at its regular meeting in May. 73 Mr. White moved that the Management Letter be received and filed. The motion was seconded by Mr. McCadden and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of January, 1994. (For full text, see report on file in the Secretary's Office.) Mr. White moved that the report be received and filed. motion was seconded by Mr. McCadden and adopted. The FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of February, 1994. (For full text, see report on file in the Secretary's Office.) Mr. White moved that the report be received and filed. The motion was seconded by Mr. McCadden and adopted. OTHER BUSINESS: None. There being no meeting adjourned at APPROVED: David A. Bowers President further business, the President declared the 1:35 p.m. ATTEST: ~~ Mary F. Parker Secretary 74 GREATER ROANOKE TRANSIT COMPANY May 23, 1994 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, May 23, 1994, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, John S. Edwards, Delvis O. McCadden, William White, Sr., and President David A. Bowers ................................................. 5. ABSENT: Directors James G. Harvey, II, and Howard E. Musser .......................................................... 2. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mrs. Bowles moved that the reading of the minutes of the regular meeting held on Monday, March 28, 1994, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Edwards and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated May 23, 1994, with regard to the recent designation of Petersburg, Virginia, as a Transportation Management Area; proposed service expansion and a fare increase; and the recent celebration of National Transit Week during the week of May 16-20. Mr. Edwards moved that the Management Letter be received and filed. The motion was seconded by Mrs. Bowles and adopted. 75 FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of March, 1994. (For full text, see report on file in the Secretary's Office.) Mr. McCadden moved that the report be received and filed. The motion was seconded by Mrs. Bowles and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of April, 1994. (For full text, see report on file in the Secretary's Office.) Mr. McCadden moved that the report be received and filed. motion was seconded by Mrs. Bowles and adopted. The AUTO LIABILITY AND PHYSICAL DAMAGE INSURANCE COVERAGE: The General Manager submitted a written report advising that the auto liability and physical damage insurance coverage policy with Carolina Casualty expired on April 1, 1994, which coverage provided for losses up to the value of the rolling stock and $5 million for liability losses; that quotations for replacement insurance coverage were received from four insurance companies; that replacement insurance coverage was purchased on March 25, 1994, with Carolina Casualty, which provided the lowest quotation for this coverage, such purchase being contingent upon approval of the Greater Roanoke Transit Company Board of Directors; that the previous annual premium for auto liability and physical damage insurance coverage was $186,319; and purchase of the replacement insurance coverage requires action by the Board of Directors. The General Manager recommended that the purchase of auto liability and physical damage with Carolina Casualty. Board approve the insurance coverage (For full text, see report on file in the Secretary's Office.) Mr. Edwards offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION APPROVING THE PURCHASE OF AUTO LIABILITY AND PHYSICAL DAMAGE INSURANCE COVERAGE FOR THE COMPANY FROM CAROLINA CASUALTY INSURANCE COMPANY UPON CERTAIN TERMS AND CONDITIONS 76 BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the purchase of auto liability and physical damage insurance coverage from Carolina Casualty Insurance Company for $174,981.00, as more particularly set forth in the report to this Board dated May 23, 1994, is hereby approved and the General Manager is authorized to execute in form approved by General Counsel documentation as is necessary to provide for the placement of such coverage. ATTEST: Secretary" Mr. Edwards moved the adoption of the Resolution. The motion was seconded by Mr. McCadden and adopted by the following vote: AYES: Directors Bowles, Edwards, McCadden, White and President Bowers ................................................ 5. NAYS: None ................................................ 0. (Directors Harvey and Musser were absent.) DESIGNATION OF A SMALL URBANIZED AREA AS A TRANSPORTATION MANAGEMENT AREA: The General Manager submitted a written report advising that Federal operating assistance provided to Greater Roanoke Transit Company and the other transit systems within each State in areas between 50,000 and 200,000 in population (small urbanized areas) has always been subject to the governor's Allocation in lieu of the Federal Formula Apportionments; that technical amendment to the Federal Transit Act that was contained in the Federal Fiscal Year 1993 Appropriations Bill provided, for the first time, small urbanized areas with the means by which they could circumvent the Governor's Allocation, and thereby receive the amount of Federal operating assistance apportioned by formula regardless of need and without any requirement that the funds be spent on transit, and accomplishing the latter required only that the small urbanized area be designated as a Transportation Management Area (TMA), with such designation being achieved upon approval by the urbanized area's Metropolitan Planning Organization and the concurrence of the Governor; that Tri-Cities Area Metropolitan Planning Organization (TCAMPO), in the fall of 1992, expressed an interest in having the Petersburg, Virginia, area designated as a TMA; that Company Management sent a letter of concern to the Secretary of Transportation, and the Virginia Association of Public Transit Officials also considered the issue of a small urbanized area being designated as a TMA and formally adopted a resolution in opposition to any such designation; and that former Governor L. Douglas Wilder took action which has since resulted in the Petersburg area being designated as a TMA. 77 It was further advised that action by the Board of Directors is needed if the Greater Roanoke Transit Company is to have a chance of avoiding the $85,739.00 loss in Federal operating assistance estimated by the Virginia Department of Rail and Public Transportation. The General Manager recommended that the Board of Directors request Roanoke City Council to adopt a resolution requesting that the Governor take the appropriate action to either reverse the designation of Petersburg as a TMA or to protect the affected transit systems from a loss in operating assistance by providing an additional amount of State operating assistance equal to the loss in Federal operating assistance. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles moved that the Board of Directors request Roanoke City Council to adopt a resolution requesting that the Governor of Virginia take appropriate action to either reverse the designation of Petersburg as a Transportation Management Area or to protect the affected transit systems from a loss in operating assistance by providing additional State operating assistance equal to the loss in Federal operating assistance. The motion was seconded by Mr. Edwards and adopted. OTHER BUSINESS: None. There being no further business, meeting adjourned at 1:40 p.m. APPROVED: David A. Bowers President the President declared the ATTE ST: Mary F. Parker Secretary 78 GREATER ROANOKE TRANSIT COMPANY June 27, 1994 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, June 27, 1994, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, James G. Harvey, II, Delvis O. McCadden (arrived at 1:40 p.m.), Howard E. Musser, and President David A. Bowers ........................................ 5. ABSENT: Directors John S. Edwards and William White, Sr.---2. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. PRESENTATION BY THE PRESIDENT: The President advised of the expiration of the terms of Messrs. James G. Harvey, II, and Howard E. Musser as Directors of the Greater Roanoke Transit Company on June 30, 1994, and presented engraved plaques to Directors Harvey and Musser in recognition and appreciation of their service as Directors of the Greater Roanoke Transit Company Board of Directors. The General Manager presented framed photographs of a Valley Metro bus to Directors Harvey and Musser. MINUTES: Mrs. Bowles moved that the reading of the minutes of the regular meeting held on Monday, May 23, 1994, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Harvey and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) 79 PRESIDENT: The President presented a communication advising that the By- Laws of the Greater Roanoke Transit Company provide that meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or the Secretary, or upon call of a majority of the members of the Board; and that with the concurrence of the Board of Directors, he would propose that Greater Roanoke Transit Company Board meetings will be held on the second Monday, commencing with the July 11, 1994 meeting, at 8:30 a.m., in the Roanoke City Council Chamber. (For full text, see communication on file in the Secretary's Office.) Mrs. Bowles offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION REVISING THE SCHEDULE FOR MEETINGS OF THE BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY. WHEREAS, Section 4 of Article III of the By-Laws of the Greater Roanoke Transit Company provides that meetings of the Board of Directors shall be held at times fixed by resolution of the Board. WHEREAS, the establishment of a fixed schedule of meeting dates is necessary for the orderly conduct of business of the Company. WHEREAS, the Board of Directors desires to change the current schedule of meeting dates. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the regular business meetings of such Board shall be held in the Council Chamber of the Municipal Building at 8:30 a.m., on the second Monday of each month, commencing with the second Monday of July, and the former meeting scheduled for 2:00 p.m. on the fourth Monday of each month is hereby repealed." Mrs. Bowles moved the adoption of the Resolution. The motion was seconded by Mr. Musser and adopted by the following vote: 80 AYES: Directors Bowles, Harvey, Musser and President Bowers ................................................. 4. NAYS: None .............................................. 0. (Directors Edwards and White were absent; and Director McCadden had not entered the meeting.) GENERAL MANAGER: FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of May, 1994. (For full text, see report on file in the Secretary's Office.) Mr. Musser moved that the report be received and filed. The motion was seconded by Mr. Harvey and adopted. At this point, 1:40 p.m., Mr. McCadden entered the meeting. REPORTS OF COMMITTEES: BUDGET REVIEW COMMITTEE: The Budget Review Committee submitted a written report advising that service has not increased in the history of the Greater Roanoke Transit Company; that a service change was last implemented in November, 1989; that a fare increase was last implemented in July, 1990, when the basic cash fare was increased from $.75 to $1.00, or by 33 per cent, with no apparent loss in ridership; and that the discount on unlimited ride passes was reduced in July, 1993, and that requests for additional service have been considered as part of Greater Roanoke Transit Company's annual budgetary process, however, Greater Roanoke Transit Company has not been able to provide any additional service, primarily due to the reductions in and the erraticism of Federal and State subsidy funding. It was further advised that surveys of current passengers were conducted in March, 1994, for the purpose of determining if Greater Roanoke Transit Company's patrons desired additional service and if they were willing to pay a higher fare in order to obtain additional service, and 93.7 per cent desired additional service and 78.9 per cent of these people indicated a willingness to pay a fare of $1.25 or more for the additional service; that the additional service desired by most respondents was night service; and the Budget Committee met on April 15, 1994, to consider various budget proposals including a budget proposal to provide an additional two hours of service nightly, funded by a fare increase, with the specifics of this proposal being as follows: Service: Provide an additional two hours of service nightly (service until 8:45 p.m.), Monday through Saturday, on all routes, including the STAR service routes. Fares: Increase basic cash fare from $ 1.00 to $ 1.25 Increase discount cash fare from .50 to .60 Increase student ticket fare from .50 to .60 Increase basic monthly unlimited ride pass from 32.00 to 40.00 Increase discount monthly unlimited ride pass from 16.00 to 20.00 Increase basic weekly unlimited ride pass from 9.00 to 11.00 Increase discount weekly unlimited ride pass from 4.50 to 5.50 Increase STAR cash fare (effective August, 1994) from 1.50 to 2.00 Increase STAR cash fare (effective July, 1995) from 2.00 to 2.50 Eliminate STAR monthly unlimited ride pass No change in transfers to remain free. The Committee recommended that the Board approve adoption of the Fiscal Year 1994-95 operating budget as set forth in Alternative A of the Committee's report. (For full text, see report on file in the Secretary's Office.) Mr. Musser moved that the Board of Directors concur in the recommendation of the Budget Review Committee to adopt the Fiscal Year 1994-95 operating budget as submitted in Alternative A of the Committee's report. The motion was seconded by Mrs. Bowles and adopted. OTHER BUSINESS: None. There being no further business, meeting adjourned at 1:45 p.m. President the President declared the ATTEST: /~ Mary F. Parker Secretary 82 GREATER ROANOKE TRANSIT COMPANY August 8, 1994 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, August 8, 1994, at 2:00 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, John S. Edwards, Delvis O. McCadden, William White, Sr., Linda F. Wyatt and President David A. Bowers ........................................ 6. ABSENT: Directors John H. Parrott .......................... 1. Also present were James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mrs. Bowles moved that the reading of the minutes of the regular meeting held on Monday, June 27, 1994, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Ms. Wyatt and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated August 8, 1994, advising that the two hour nightly extension of service previously approved by the Board of Directors was implemented on July 11, 1994; and an Open House was 83 held on July 28, 1994 for the purpose of introducing the Greater Roanoke Transit Company's 18 new fully accessible buses to the public and, in particular, to those within the community who are disabled. (For full text, see Management Letter on file in the Secretary's Office.) Mr. McCadden moved that the Management Letter be received and filed. The motion was seconded by Mr. Edwards and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of June, 1994. (For full text, see report on file in the Secretary's Office.) Mr. McCadden moved that the report be received and filed. The motion was seconded by Mr. Edwards and adopted. SECRETARY: ELECTION OF OFFICERS: The Secretary presented a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as it may deem proper to serve for a term of one year each commencing upon the date of their election and until their respective successors are elected and qualify. (For full text, see report on file in the Secretary's Office.) Ms. Wyatt placed in nomination the names of David A. Bowers as President; John S. Edwards as Vice-President; W. Robert Herbert as Vice-President of Operations; James D. Ritchie, Sr., as Assistant Vice-President of Operations; Mary F. Parker as Secretary; Sandra H. Eakin as Assistant Secretary; James D. Grisso as Treasurer; Jesse A. Hall as Assistant Treasurer; and Wilburn C. Dibling, Jr., as Registered Agent. There being no further nominations, the abovenamed persons were elected as officers of the Greater Roanoke Transit Company for terms of one year each commencing upon the date of their election and until their respective successors have been duly elected and shall have duly qualified, by the following vote: 84 FOR MESSRS. BOWERS, EDWARDS, HERBERT, RITCHIE, GRISSO, HALL, DIBLING, MS. PARKER AND MS. EAKIN: Directors Bowles, Edwards, McCadden, White, Wyatt and President Bowers ...................... 6. (Director John H. Parrott was absent.) OTHER BUSINESS: None. There being no further business, meeting adjourned at 2:15 p.m. ~~AP~R D: David A. Bowers President the President declared the ATTEST Secretary GREATER ROANOKE TRANSIT COMPANY October 10, 1994 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, October 10, 1994, at 11:30 a.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, John S. Edwards, Delvis O. McCadden, John H. Parrott, William White, Sr., Linda F. Wyatt and President David A. Bowers .............................. 7. ABSENT: None ............................................... 0. Also present were W. Robert Herbert, Vice President of Operations; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mr. Edwards moved that the reading of the minutes of the regular meeting held on Monday, August 8, 1994, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mrs. Bowles and unanimously adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) PRESIDENT: The President presented a communication advising that the By-Laws of the Greater Roanoke Transit Company provide that meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or the Secretary, or upon call of a majority of the members of the Board; and that with the concurrence of the Board of Directors, he 86 would propose that Greater Roanoke Transit Company Board meetings will be held on the second Monday, commencing with the October 10, 1994 meeting, at 11:30 a.m., in the Roanoke City Council Chamber. (For full text, see communication on file in the Secretary's Office.) Mrs. Bowles offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION REVISING THE SCHEDULE FOR MEETINGS OF THE BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY. WHEREAS, Section 4 of Article III of the By-Laws of the Greater Roanoke Transit Company provides that meetings of the Board of Directors shall be held at times fixed by resolution of the Board. WHEREAS, the establishment of a fixed schedule of meeting dates is necessary for the orderly conduct of business of the Company. WHEREAS, the Board of Directors desires to change the current schedule of meeting dates. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the regular business meetings of such Board shall be held in the Council Chambers of the Municipal Building at 11:30 a.m. on the second Monday of each month, commencing with the second Monday of November, and the former meeting scheduled for 8:30 a.m. on the second Monday of each month is hereby repealed. Attest: was Mary F. Parker, Secretary" Mrs. Bowles moved the adoption of the Resolution. The motion seconded by Mr. Edwards and adopted by the following vote: 87 AYES: Directors Bowles, Edwards, McCadden, Parrott, White, Wyatt and President Bowers ....................................... 7. NAYS: None ................................................. 0. GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated October 10, 1994, advising that ridership during the month of September averaged 5,247 trips per day, or 267 trips per day more than the ridership during August, and this increase in ridership represents a return to the level of ridership that was occurring prior to the July 11, 1994 fare increase; and that Valley Metro Operators Jimmy Carter and Alson E. Ward participated in the Virginia State Bus Operator Roadeo held in Richmond, Virginia on July 30, 1994, as well as the International Roadeo Competition sponsored by the American Public Transit Association held in Boston, Massachusetts on September 27, 1994, and Mr. Carter is the 1994 Virginia State Bus Operator Roadeo Champion and placed fifth in the International Competition, and Mr. Ward placed 30th in the International Competition. (For full text, see Management Letter on file in the Secretary's Office.) Mr. Parrott moved that the Management Letter be received and filed. The motion was seconded by Mr. McCadden and unanimously adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of July, 1994. (For full text, see report on file in the Secretary's Office.) Mr. Parrott moved that the report be received and filed. The motion was seconded by Mr. McCadden and unanimously adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of August, 1994. (For full text, see report on file in the Secretary's Office.) Mr. Parrott moved that the report be received and filed. The motion was seconded by Mr. McCadden and unanimously adopted. With regard to the Management Report, Mrs. Bowles recommended that the Board of Directors recognize Mr. Jimmy Carter for outstanding service to Valley Metro and for winning first place in the State Roadeo Competition, and that Mr. Alson E. Ward who also competed in the State and National competition, be appropriately recognized. The President requested that Mrs. Bowles' recommendation be referred to the General Manager for follow-up in order that Mr. Carter may receive recognition at a meeting of the Board of Directors. OTHER BUSINESS: None. There being no further business, meeting adjourned at 11:40 a.m. APPROVED: President the President declared the ATTEST: Mary F. Parker Secretary 89 GREATER ROANOKE TRANSIT COMPANY December 12, 1994 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, December 12, 1994, at 11:30 a.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, Delvis O. McCadden, John H. Parrott, William White, Sr., Linda F. Wyatt and President David A. Bowers .................................................. 6. ABSENT: Director John S. Edwards ........................... 1. Also present were W. Robert Herbert, Vice President of Operations; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Jesse A. Hall, Assistant Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mrs. Bowles moved that the reading of the minutes of the regular meeting held on Monday, October 10, 1994, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. McCadden and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated December 12, 1994, advising Greater Roanoke Transit Company is participating in several promotions this holiday season, including the Southwestern Virginia Second Harvest Food Bank and three local Christmas parades; and that during the week 90 before Christmas (December 19 - 24) patrons boarding any Valley Metro bus after 6:00 p.m. may ride free of charge. (For full text, see Management Letter on file in the Secretary's Office.) Mr. White moved that the Management Letter be received and filed. The motion was seconded by Mr. Parrott and adopted. FINANCIAL AND OPERATING REPORT: the Financial and Operating Report 1994. The General Manager submitted for the month of September, (For full text, see report on file in the Secretary's Office.) Mr. White moved that the report be received and filed. motion was seconded by Mr. Parrott and adopted. The FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of October, 1994. (For full text, see report on file in the Secretary's Office.) Mr. White moved that the report be received and filed. The motion was seconded by Mr. Parrott and adopted. EXECUTIVE SESSION: The General Manager submitted a communication requesting an Executive Session to discuss the disposition of rental space within the Campbell Court Transportation Center, pursuant to Section 2.1-344(A)(3), Code of Virginia (1950), as amended. (For full text, see communication on file in the Secretary's Office.) Ms. Wyatt moved that the Board concur in the request of the General Manager. The motion was seconded by Mr. White and adopted by the following vote: AYES: Directors Bowles, McCadden, Parrott, White, Wyatt and President Bowers ................................................. 6. NAYS: None ................................................. 0. (Director Edwards was absent.) 9! At 11:40 a.m., the President declared the meeting in recess. At 11:50 a.m., the meeting reconvened in the Council Chamber, with President Bowers presiding, and all Directors in attendance, with the exception of Director Edwards. BOARD OF DIRECTORS: With respect to the Executive Session just concluded, Ms. Wyatt moved that each Director of the Greater Roanoke Tansit Company Board of Directors certify to the best of his or her knowledge that: (1) only public business matters lawfully exempted from open meeting requirements under the Virginia Freedom of Information Act; and (2) only such public business matters as were identified in any motion by which any Executive Session was convened were heard, discussed or considered by the Greater Roanoke Transit Company Board of Directors. The motion was seconded by Mrs. Bowles and adopted by the following vote: AYES: Directors Bowles, McCadden, Parrott, White, Wyatt and President Bowers ................................................. 6. NAYS: None ................................................. 0. (Director Edwards was absent.) CAMPBELL COURT TRANSPORTATION CENTER LEASE AGREEMENT: The General Manager submitted a written report with regard to a lease agreement for space in the Campbell Court Transportation Center, advising that the Greater Roanoke Transit Company staff assumed direct responsibility for leasing the retail and office space within Campbell Court and has presented the Board with eight lease agreements, which were approved by the Board; that one of the leases was defaulted on by the lessee in April 1993 and a second lease simply expired in October 1993, and the Greater Roanoke Transit Company staff has attempted to secure tenants for the two spaces that were vacated; and that a prospective tenant, Gold & Gift Shoppe, Inc. presented a lease proposal to the staff in October 1994, and negotiations took place and culminated with both parties agreeing to the terms and conditions of a lease agreement. The General Manager recommended that the lease agreement between the Greater Roanoke Transit Company and Gold & Gift Shoppe, Inc., be ratified by the Board of Directors. (For full text, see report on file in the Secretary's Office.) 92 Mr. White offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION RATIFYING A LEASE AGREEMENT FOR SPACE IN THE CAMPBELL COURT TRANSPORTATION CENTER. BE IT RESOLVED by the Board of Directors of Greater Roanoke Transit Company that the lease with Gold & Gift Shoppe, Inc., for certain space in the Company's Campbell Court Transportation Center for a jewelry and gift shop for a 5-year term, with the option of one 5-year renewal upon certain terms and conditions as more fully set out in the report to this Board dated December 12, 1994, is hereby RATIFIED. ATTEST: Mary F. Parker, Secretary" Mr. White moved the adoption of the Resolution. The motion was seconded by Ms. Wyatt and adopted by the following vote: AYES: Directors Bowles, McCadden, Parrott, White, Wyatt and President Bowers ................................................. 6. NAYS: None ................................................. 0. (Director Edwards was absent.) OTHER BUSINESS: None. There being no further business, meeting adjourned at 11:55 a.m. APPROVED: President the President declared the ATTE ST: Mary F. Parker Secretary 93 GREATER ROANOKE TRANSIT COMPANY January 9, 1995 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, Mr. David A. Bowers, on Monday, January 9, 1995, at 11:30 a.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors John S. Edwards, Delvis O. McCadden, John H. Parrott, William White, Sr., Linda F. Wyatt and President David A. Bowers .......................... 6. ABSENT: Director Elizabeth T. Bowles ...................................................... 1. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mr. Parrott moved that the reading of the minutes of the regular meeting held on Monday, December 12, 1994, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. White and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of November, 1994. (For full text, see report on file in the Secretary's Office.) Mr. Edwards moved that the report be received and filed. The motion was seconded by Mr. McCadden and adopted. APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager submitted a written report recommending that the Board of Directors appoint certain members of the Board and officers of the Company to serve as the fiscal year 1995-96 Budget Review Committee. (For full text, see report on file in the Secretary's Office.) Mr. McCadden moved that the Board of Directors concur in the recommendation of the General Manager. The motion was seconded by Mr. Parrott and adopted. The President appointed the following persons to serve as the Budget Review Committee for fiscal year 1995-96: William White, Sr., Chairperson, John H. Parrott, W. Robert Herbert and James D. Grisso. FEDERAL TRANSIT ADMINISTRATION OPERATING ASSISTANCE AND COMMONWEALTH OF VIRGINIA ADMINISTRATIVE AND MAINTENANCE ASSISTANCE FOR FISCAL YEAR 1995-96: The General Manager submitted a written report advising that financial assistance has been provided to Greater Roanoke Transit Company by the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation during previous fiscal years for certain operating, administrative, and maintenance expenses; that Greater Roanoke Transit Company is eligible for $764,604.00 in operating assistance from Federal Transit Administration during fiscal year 1995-96, which represents a $190,020.00 decrease from the amount provided during the current fiscal year, which decrease is due to a reduction in Federal operating assistance and to the designation of the Petersburg, Virginia area as a Transportation Management Area; that additional decreases in Federal operating assistance are expected, and such assistance could be completely eliminated by fiscal year 1998-99, which is currently being considered on a congressional level; that Greater Roanoke Transit Company is eligible for approximately $717,000.00 in administrative and maintenance assistance from Commonwealth of Virginia Department of Rail and Public Transportation during fiscal year 1995-96, which represents level funding with no indication that said level of funding will be reduced in future years; and authorization to file applications for financial assistance from the Federal Transit Administration and the Virginia Department of Rail and Public Transportation is necessary by the Greater Roanoke Transit Company Board of Directors. (For full text, see report on file in the Secretary's Office.) Mr. White offered the following resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS AND THE ACCEPTANCE AND EXECUTION OF APPROPRIATE AGREEMENTS FOR OPERATING, ADMINISTRATIVE AND MAINTENANCE ASSISTANCE FOR FISCAL YEAR 1995-96 WITH THE FEDERAL TRANSPORTATION ADMINISTRATION AND THE COMMONWEALTH OF VIRGINIA DEPARTMENT OF RAIL AND PUBLIC TRANSPORTATION, UPON CERTAIN TERMS AND CONDITIONS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the Company's General Manager and Secretary are authorized to execute and attest, respectively, in form approved by General Counsel, appropriate applications requesting the maximum operating and administrative and maintenance assistance from the Federal Transportation Administration and the Commonwealth of Virginia Department of Rail and Public Transportation for fiscal year 1995-96 and further to accept and execute the necessary grant agreements in form approved by General Counsel, all as more particularly set forth in the report of the General Manager to this Board dated January 9, 1995. ATTEST: Mary F. Parker, Secretary" Mr. White moved the adoption of the Resolution. The motion was seconded by Mr. Edwards and adopted by the following vote: AYES: Directors Edwards, McCadden, Parrott, White, Wyatt and President Bowers ......................................................................................... 6. NAYS: None .......................................................................................... 1. (Director Bowles was absent.) MINUTES OF AUDIT COMMITTEE OF GREATER ROANOKE TRANSIT COMPANY: Director William White, Sr., Chairperson of the Greater Roanoke Transit Company Audit Commiff. ee, submitted written minutes of the Audit Committee meeting held on Monday, December 19, 1994. (For full text, see minutes on file in the Secretary's Office.) Mr. White moved that the minutes be received and filed. The motion was seconded by Mr. McCadden and adopted. OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 12:00 noon. APPROVED: ATTEST: ~ Mary F. Parker President Secretary GREATER ROANOKE TRANSIT COMPANY February 27, 1995 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, February 27, 1995, at 2:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, John S. Edwards (arrived at 2:38 p.m.), Delvis O. McCadden, John H. Parrott, William White, Sr., and President David A. Bowers ............................................................................................... -6. ABSENT: Director Linda F. Wyatt ......................................................... 1. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mr. White moved that the reading of the minutes of the regular meeting held on Monday, January 9, 1995, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. McCadden and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager presented the Management Letter dated February 27, t995, with regard to local funding for fiscal year 1995-96 and future operating budgets. (For full text, see Management Letter on file in the Secretary's Office.) Mrs. Bowles moved that the Management Letter be received and filed. The motion was seconded by Mr. Parrott and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of December, 1994. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles moved that the report be received and filed. The motion was seconded by Mr. Parrott and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of January, 1995. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles moved that the report be received and filed. The motion was seconded by Mr. Parrott and adopted. With regard to the Management Letter, Mr. McCadden inquired as to which other local governments or jurisdictions provide operating subsidies; whereupon, the General Manager advised that the Company has contracts with the County of Roanoke, as well as the City of Salem and the Town of Vinton for limited service in each of those jurisdictions, and both of those governments pay on a contractual basis a subsidy funding to the Transit Company. Mr. McCadden suggested that when the General Manager prepares the Management Letter that those localities be mentioned by name for the Board's information and in order for the public to be informed that there are other jurisdictions who contribute towards the operation of the Transit System. The General Manager advised that this information would be included in the future. Mr. White referred to the statement in the Management Letter that the proposed budget reflects the loss in federal funding previously brought to the Board's attention and requesting an increase in the funding provided by the City of Roanoke, and he stressed the importance of the Board knowing how much money the General Manager will be requesting because when funds are requested from the City's General Fund there will be other requests for funding as well, and this is a loss in revenue due to the federal government not continuing to contribute their part. Mr. White inquired as to what amount of funding the General Manager estimates this will be; whereupon, the General Manager stated that the request will be for approximately $210,000.00 or possibly slightly more, and that this is the figure arrived at after tho staff's budget presentation to the members of the Budget Committee; and that after a review of revenues and expenses there does not appear to be much room to try to lower that number. Mr. Mancuso advised that the purpose of the Management Letter was to make the Board aware of the anticipated amount of the request; however, it is possible that it could change up or down, although it is not likely, and because of the timing it does not appear there will be many alternatives other than to ask the City for the additional money. Mr. White stated that this fact alone makes it important for the Board and General Manager to continue the dialogue, and it appears that the staff has begun examining other local funding alternatives, in particular, the concept of creating a transportation district that would derive local funding from a tax on motor fuels sold within the district, so that as federal funds disappear completely, the Company will be in a position to share the cost of the bus system. The President stated that he is pleased to nots that the Administration along with the City Manager have contacted the Executive Officers or Administrative heads of the City of Salem, County of Roanoke and Town of Vinton, and that this will be a critical issue for all localities in the Valley. He advised that he plans to circulate a letter to the Board which he received from the U. S. Conference of Mayors that shows a tremendous loss of funding from the federal government for programs which could affect the City. At this point, 2:38 p.m., Mr. Edwards entered the meeting. CAMPBELL COURT TRANSPORTATION CENTER LEASE AGREEMENT RICHARDSON & KIRMSE, INC.: The General Manager submitted a written report advising that the Board of Directors approved a lease agreement with Richardson & Kirmse, Inc., that became effective in April 1988; that this lease agreement provided for an initial term of five years, with an option to renew for up to one additional five- year 100 period; that Richardson & Kirmse, Inc., exercised its option to renew the lease on a month-to-month basis, but only for 1,380 square feet of the 4,410 square feet of space that was leased previously; that the 3,030 square foot space located on the third floor of the Transportation Center was vacated, and the Greater Roanoke Transit Company staff has since attempted to secure another tenant for this particular space; that Richardson & Kirmse, Inc., recently indicated its intsntlon to terminate the lease for the 1,380 square foot space located on the second floor, and proposed to once again lease a portion (2,358 square feet) of the 3,030 square foot space located on the third floor; and the Greater Roanoke Transit Company staff negotiated the terms of a new lease agreement for this third floor space, a summary of which is as follows: number square feet 2,358 term of lease six months with 90 day notice of cancellation thereafter - maximum of 60 months annual lease rate $10.00 square foot first 12 months $10.50 square foot second 12 months $11.03 square foot third 12 months $11.58 square foot fourth 12 months $12.16 square foot fifth 12 months It was further advised that a survey of the lease rates charged for comparable space was conducted and revealed that the rates are competitive; that the lease rates charged in the four buildings that were surveyed range from $4.00 per square foot with no utilities, janitorial and maintenance, to $12.00 per square foot with all utilities, janitorial and maintenance; and execution of the proposed lease agreement requires authorization by the Board of Directors. The General Manager recommended that the Board of Directors authorize the execution of a lease agreement with Richardson & Kirmse, Inc. (For full text, see report on file in the Secretary's Office.) Mr. McCadden offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY 101 A RESOLUTION authorizing execution of a lease agreement for space in the Campbell Court Transportation Center. BE IT RESOLVED by the Board of Directors of Greater Roanoke Transit Company ("GRTC") that the General Manager is authorized to execute for and on behalf of GRTC, upon form approved by the General Counsel, a lease agreement with Richardson & Kirmse, Inc., for certain space in the Company's Campbell Court Transportation Center for engineering services for a 6 month term, with the option of renewal for a maximum of 59 additional one month terms and upon certain other terms and conditions as more fully set out in the report to this Board dated February 27, 1995. ATTEST: Mary F. Parker, Secretary" Mr. McCadden moved the adoption of the resolution. The motion was seconded by Mrs. Bowles and adopted by the following vote: AYES: Directors Bowles, Edwards, McCadden, Parrott, White and President Bowers ........................................................................................... 6. NAYS: None ..................................................................................... -0. (Director Wyatt was absent.) CAMPBELL COURT TRANSPORTATION CENTER LEASE AGREEMENT ENVIRONMENTAL CHEMICAL ASSOCIATES, INC.: The General Manager submitted a written report advising that Environmental Chemical Associates, Inc. (ECA, Inc.), recently contacted Greater Roanoke Transit Company inquiring about the availability of a small office space within the Campbell Court Transportation Center; that ECA, Inc., is a consulting firm that has been in business since 1984; that while its headquarters is located in New Jersey, it has maintained a satellite office in downtown Roanoke since 1990; and Greater Roanoke Transit Company staff showed representatives of ECA, Inc., a 672 square foot space within the facility, and negotiated the terms of a lease agreement for the space, a summary of which is as follows: 102 number of square feet 672 term of lease three years annual lease rata $7.50 square foot year 1 $7.88 square foot year 2 $8.27 square foot year 3 It was further advised that a survey of the lease rates for comparable space was conductad and revealed that ratas are competitive; that the lease ratas charged in four buildings that were surveyed range from $4.00 per square foot with no utilities, janitorial and maintenance, to $12.00 per square foot with all utilities, janitorial and maintanance; and execution of the proposed lease agreement requires authorization by the Board of Directors. The General Manager recommended that the Board of Directors authorize execution of a lease agreement with Environmental Chemical Associatas, Inc. (For full text, see report on file in the Secretary's Office.) Mr. McCadden offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION authorizing execution of a lease agreement for space in the Campbell Court Transportation Center BE IT RESOLVED by the Board of Directors of Greater Roanoke Transit Company ("GRTC') that the General Manager is authorized to execute for and on behalf of GRTC, upon form approved by the General Counsel, a lease with Environmental Chemical Associatas, Inc., for certain space in the Company's Campbell Court Transportation Center for a business office for a three year term, with the option of renewal for two additional one year tarms and upon certain tarms and conditions as more fully set out in the report to this Board dated February 27, 1995. ATTEST: Mary F. Parker, Secretary" 103 Mr. McCadden moved the adoption of the Resolution. The motion was seconded by Mrs. Bowles and adopted by the following vote: AYES: Directors Bowles, Edwards, McCadden, Parrott, White and President Bowers ........................................................................................... 6. NAYS: None ................................................................................... O. (Director Wyatt was absent.) PRESIDENT: SCHEDULE FOR THE MEETINGS OF THE GREATER ROANOKE TRANSIT COMPANY BOARD OF DIRECTORS: The President submitted a communication advising that the By-Laws of the Greater Roanoke Transit Company provide that meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or the Secretary, or upon call of a majority of the members of the Board; and with concurrence of the Board of Directors, the President proposed that the Greater Roanoke Transit Company Board meetings be held on the second Monday, commencing with the March 13, 1995 meeting, at 2:30 p.m., in the Roanoke City Council Chamber. The President recommended that the Board of Directors shall schedule the Board meetings to be held on the second Monday, commencing with the March 13, 1995 meeting, at 2:30 p.m., in the Roanoke City Council Chamber. (For full text, see report on file in the Secretary's Office.) Mr. McCadden offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION REVISING THE SCHEDULE FOR MEETINGS OF THE BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY WHEREAS, Section 4 of Article III of the By-Laws of the Greater Roanoke Transit Company provides that meetings of the Board of Directors shall be held at times fixed by resolution of the Board. 104 WHEREAS, the establishment of a fixed schedule of meeting dates is necessary for the orderly conduct of business of the Company. WHEREAS, the Board of Directors desires to change the current schedule of meeting dates. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the regular business meetings of such Board shall be held in the Council Chambers of the Municipal Building at 2:30 p.m., on the second Monday of each month, commencing with the second Monday of March; and the former meeting schedule for 11:30 a.m., on the second Monday of each month is hereby repealed.. ATTEST: Mary F. Parker, Secretary" Mr. McCadden moved the adoption of the Resolution. The motion was seconded by Mr. Parrott and adopted by the following vote: AYES: Directors Bowles, Edwards, McCadden, Parrott, White and President Bowers ....................................................................................... 6. NAYS: None ....................................................................................... 0. (Director Wyatt was absent.) OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 2:40 p.m. APPROVED: David A. Bowers President ATTEST: Mary F. Parker Secretary 105 GREATER ROANOKE TRANSIT COMPANY April 10, 1995 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, April 10, 1995, at 2:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, John S. Edwards (arrived at 2:35 p.m.), Delvis O. McCadden, John H. Parrott, Linda F. Wyatt and President David A. Bowers ............................................................................... 6. ABSENT: Director William White, Sr.- ...................................................... 1. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mrs. Bowles moved that the reading of the minutes of the regular meeting held on Monday, February 27, 1995, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Ms. Wyatt and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) At this point, Mr. Edwards entered the meeting. 106 PRESIDENT: ESTABLISHMENT OF DATE FOR ANNUAL MEETING OF TIlE STOCKHOLDERS OF GREATER ROANOKE TRANSIT COMPANY: The President submitted a communication advising that Paragraph I, Article II of the By-Laws of the Greater Roanoke Transit Company provide that the Annual Meeting of the Stockholders will be held during the month of June each year at a day, time and place to be from time to time fixed by the Board of Directors; whereupon, the President recommended that the Annual Stockholders Meeting be held on Monday, June 12, 1995, immediately following the regular meeting of the Board of Diractore of the Greater Roanoke Transit Company scheduled for that date in the City Council Chamber. (For full text, see communication on file in the Secratery'e Office.) Ms. Wyatt moved that the Board of Directors concur in the recommendation. The motion was seconded by Mrs. Bowles and adopted. GENERAL MANAGER: MANAGEMENT LETTER: The General Manager presented the Management Letter dated April t0, 1995, with regard to fare collection changes, advising that fares generated from the Specialized Transit Arranged Rides (STAR) service for the disabled will be collected by the contract provider ss peeeengera board the vehicles; that fares will be retained by the provider and deducted from the amount billed to Greater Roanoke Transit Company for the service; that the budget reflects both a reduction in revenue (previously recorded STAR fares) and a reduction in expense (as fares are netted against the expense for the STAR service), which is a change from the current practice of invoicing STAR patrons at the end of each month; that collecting fares as passengers board the vehicles not only makes the STAR service more comparable to the fixed route service, it also eliminates the expense of generating and mailing monthly invoices to over 300 STAR patrons and avoids the uncollectible accounts receivable often associated with such invoices; and the Company expects to save approximately $9,000.00 per year in labor, materials and postage by implementing this change in procedure. The General Manager further advised of the implementation of Greater Roanoke Transit Company-issued photo identification cards as proof of eligibility for discounted fares, which will eliminate the confusion currently caused by the acceptance of multiple types of identification cards, and will assist operetore in the proper collection of fares, thus realizing the full amount of revenue due; that during the five month implementation 107 period, Greater Roanoke Transit Company will participate in several marketing promotions, including off-site preparation of identification cards in order to make obtaining a card as easy as possible for patrons; and all of the identification cards currently accepted will remain valid throughout the implementation period which will end on September 1, 1995. (For full text, see Management Letter on file in the Secretary's Office.) Mr. Parrott moved that the Management Letter be received and filed. The motion was seconded by Mr. McCadden and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of February, 1995. (For full text, see report on file in the Secretary's Office.) Mr. Parrott moved that the report be received and filed. The motion was seconded by Mr. McCadden and adopted. REPORTS OF COMMITTEES: FISCAL YEAR 1995-96 OPERATING BUDGET: The Budget Review Committee submitted a written report with regard to the fiscal year 1995-96 operating budget, advising that the Board of Directors appointed the Budget Review Committee on January 9, 1995, to review the General Manager's proposed operating budget and provide a report of recommendation to the Board; and the Committee met on February 24 and March 23, 1995, to review the operating budget and make certain changes. It was further advised that the subsidy provided by the City of Roanoke for the current operating budget is $407,520.00; that the subsidy provided by the City of Roanoke for the fiscal year 1995-96 operating budget is requested at $671,432.00, which is an increase of $263,912.00 over the current subsidy; and the increase is due primarily to a reduction in Federal operating assistance; and, the recommended operating budget calls for the following: Continued transit and parking service at the same level of service that is currently provided. 108 No transit fare increase other than the STAR service fare increase that was approved by the Board in adopting the current operating budget. No Campbell Court parking rata increase. Increased operating budget expense of only 1.03 percent. The Budget Review Committee recommended approval of Greatar Roanoke Transit Company's fiscal year 1995-96 operating budget as submitted. (For full text, see report on file in the Secretary's Office). Mr. Parrott moved that the Board of Directors approve the Greatar Roanoke Transit Company's fiscal year 1995-96 operating budget. The motion was seconded by Mr. McCadden and adoptad. OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 2:45 p.m. APPROVED: David A. Bowers President ATTEST: Mary F. Parker Secretary 109 GREATER ROANOKE TRANSIT COMPANY June 12, 1995 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the Vice-President, John S. Edwards, on Monday, June 12, 1995, at 2:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, Delvis O. McCadden, John H. Parrott, William White, Sr., Linda F. Wyatt and Vice-President John S. Edwards ................ 6. ABSENT: President David A. Bowers ............................................ 1. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Michael R. Crew, Acting Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by Vice-President Edwards. The Pledge of Allegiance to the Flag of the United States of America was led by Vice-President Edwards. MINUTES: Mrs. Bowles moved that the reading of the minutes of the regular meeting held on Monday, April 10, 1995, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Ms. Wyatt and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of March, 1995. (For full text, see report on file in the Secretary's Office.) 110 Mr. Parrott moved that the report be received and filed. The motion was seconded by Mr. White and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of April, 1995. (For full text, see report on file in the Secretary's Offce.) Mr. Parrott moved that the report be received and filed. The motion was seconded by Mr. White and adopted. AUTO LIABILITY: The General Manager submitted a written report advising that auto liability and physical damage insurance coverage policy with Carolina Casualty Insurance Company expired on April 1, 1995, which coverage provided for losses up to the value of the rolling stock and $5.0 million for liability losses; that quotation for replacement insurance coverage was solicited from three insurance companies and received from two insurance companies; that replacement insurance coverage was purchased on March 28, 1995, contingent upon approval of the Greater Roanoke Transit Company Board of Diractora, with Carolina Casualty which provided the lowest quotation for the coverage; that the previous annual premium for auto liability and physical damage insurance coverage was $179,892.00; and purchase of the replacement insurance coverage requires action by the Greater Roanoke Transit Company Board of Directors; whereupon, the General Manager recommended that the Board of Directors approve the purchase of auto liability and physical damage insurance coverage from Carolina Casualty Insurance Company. (For full text, see report on file in the Secretary's Office.) Ms. Wyatt offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION APPROVING THE PURCHASE OF AUTO LIABILITY AND PHYSICAL DAMAGE INSURANCE COVERAGE FOR THE COMPANY FROM CAROLINA CASUALTY INSURANCE COMPANY UPON CERTAIN TERMS AND CONDITIONS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the purchase of auto liability and physical damage insurance coverage from Carolina Casualty Insurance Company for $188,299.00 as more particularly set forth in the report to 111 this Board dated June 12, 1995, is hereby approved and the General Manager is authorized to execute in form approved by General Counsel documentation as is necessary to provide for the placement of such coverage. ATTEST: Isl Mary F. Parker Secretary" Ms. Wyatt moved that the Board of Directors adopt the Resolution authorizing the pumhas,e of auto liability and physical damage insurance coverage from Carolina Casualty InSurance Company. The motion was seconded by Mrs. Bowles and adopted by the following vote: AYES: Directors Bowles, McCadden, Parrott, White, Wyatt and Vice- President Edwards ........................................................................................... 6. NAYS: None ........................................................................................ 0. (President Bowers was absent.) OTHER BUSINESS: None. There being no further business, the Vice-President declared the meeting adjourned at 2:40 p.m. APPROVED: Edwards Vice-President ATTEST: Mary F. Parker Secretary 112 GREATER ROANOKE TRANSIT COMPANY August 14, 1995 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the Vice-President, John S. Edwards, on Monday, August 14, 1995, at 2:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, Delvis O. McCadden, John H. Parrott, William White, Sr., Linda F. Wyatt and Vice. President John S. Edwards .................. 6. ABSENT: President David A. Bowers ........................................................ 1. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilbum C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Gary E. Tegenkamp, Assistant General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by Vice-President Edwards. The Pledge of Allegiance to the Flag of the United States of America was led by Vice-President Edwards. MINUTES: Mr. Parrott moved that the reading of the minutes of the regular meeting held on Monday, June 12, 1995, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. White and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager presented the Management Letter dated August 14, 1995, advising that Management continues to pursue the concept of forming a transportation district for the purpose of establishing a regional transit system that would benefit from a dedicated source of local funding; that over the last 113 few months, several informational meetings have been conducted with the administrative representatives of the City of Roanoke, City of Salem, the County of Roanoke and the Town of Vinton; that an additional meeting with representatives of the County of Roanoke has been scheduled for August 29, 1995; that Management, with the assistance of Legal Counsel, is presently preparing a report regarding the steps necessary to form a transportation district and the implications of so doing as they relate to the service presently provided by and the organizational structure of the Greater Roanoke Transit Company; and it is the intention of Management to present the report to the Board of Directors for consideration during the October 1995 Board meeting, which will permit the Board sufficient time to take whatever action it may decide upon. The General Manager further advised that for the second year in a row, Mr. James R. "Jimmy" Carter has won first place in the Virginia State Transit Roadeo; that representing the Greater Roanoke Transit Company, Mr. Carter competed against 43 other operators representing 11 different transit systems; that Mr. Carter placed first in the 35-foot bus category in which he drove, and his score was better than the highest score achieved in the 40.foot bus category; that as the overall champion, Mr. Carter will go on to compete in the American Public Transit Association°s International Roadeo Competition to be held in San Antonio, Texas on October 10, 1995; that on behalf of the Board of Directors, Management congratulates James R. "Jimmy" Carter and extends best wishes for him as he competes in the International Roadeo Competition; that congratulations are also in order for the entire team that represented the Greater Roanoke Transit Company; that the team, which was comprised of both operators and mechanics, eamed second place honors among the 11 competing teams; and Management is pleased to recognize Stephen L. Fisher for his first place finish in the driving portion of the mechanic competition. (For full text, see Management Letter on file in the Secretary's Office.) Mrs. Bowles moved that the Management Letter be received and flied. The motion was seconded by Mr. Parrott and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of May, 1995. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles moved that the report be received and filed. The motion was seconded by Mr. Parrott and adopted. 114 FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of June, 1995. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles moved that the report be received and filed. The motion was seconded by Mr. Parrott and adopted. CAMPBELL COURT TRANSPORTATION CENTER LEASE AGREEMENT -- NETCOM ONLINE COMMUNICATION SERVICES, INC.: The General Manager presented a report advising that the Netcom Online Communication Services, Inc. (Netcom) recently contacted Greater Roanoke Transit Company with regard to the availability of a small office space within the Campbell Court Transportation Center; that Netcom is in the business of providing local telephone access to an international computerized communications network which has been in business since 1987 with over 200 offices located throughout the United States and Canada and intends to open an office in Roanoke; and Greater Roanoke Transit Company staff showed representatives of Netcom a 409 square foot space within the facility and negotiated the terms of a lease agreement for the space, as follows: 1. number of square feet 4O9 2. term of lease five years annual lease rate $10.00 sq. ft. year one $10.00 sq. ft. year two $10.27 sq. ft. year three $10.27 sq. ft. year four $10.71 sq. ft. year five maximum rent credit for capital improvements NONE 5. intended use fully automated computerized phone network exchange - no resident office personnel 6. location second floor 7. utilities provided by Greater Roanoke Transit Company (except telephone service which is the responsibility of lessee) 115 janitorial and maintenance provided by Greater Roanoke Transit Company for common areas only - not within leased premises 9. other Greater Roanoke Transit Company to install one door at a cost of approximately $400.00 The General Manager further advised that a survey of the lease rates charged for comparable space was conducted and revealed the competitiveness of Items 3, 7 and 8 above; that the lease rates charged in the four buildings that were surveyed range from $4.00 per square foot with no utilities, janitorial and maintenance, to $12.00 per square foot with all utilities, janitorial and maintenance; and execution of the proposed lease agreement requires authorization by the Greater Roanoke Transit Company Board of Directors. The General Manager recommended that the Board of Directors authorize execution of a lease agreement, in a form to be approved by Legal Counsel, with Netcom Online Communication Services, Inc. (For full text, see report on file in the Secretary's Office.) Mr. McCadden offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION authorizing execution of a lease agreement for space in the Campbell Court Transportation Center. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company "GRTC" that the General Manager is authorized to execute for and on behalf of GRTC, upon form approved by the General Counsel, a lease agreement with Netcom Online Communication Services, Inc., for certain space in the Company°s Campbell Court Transportation Center for computerized phone network 116 exchange for a five (5) year term, and upon certain other terms and conditions as more fully set out in the report to this Board dated August 14, 1995. ATTEST: Isl Mary F. Parker Mary F. Parker, Secretary" Mr. McCadden moved that the Board of Directors adopt the Resolution authorizing the execution of a lease agreement for space in the Campbell Court Transporlation Center. The motion was seconded by Mr. White and adopted by the following vote: AYES: Directors Bowles, McCadden, Parrott, White, Wyatt and Vice- President Edwards ......................................................................... 6. NAYS: None .................................................................................. 0. (President Bowers was absent.) SECRETARY: ELECTION OF OFFICERS: The Secretary presented a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as it may deem proper to serve for a term of one year each commencing upon the date of their election and until their respective successors are elected and qualify. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles placed in nomination the names of David A. Bowers as President; John S. Edwards as Vice-President; W. Robert Herbert as Vice-President of Operations; James D. Ritchie, Sr., as Assistant Vice-President of Operations; Mary F. Parker as Secretary; Sandra H. Eakin as Assistant Secretary; James D. Grisso as Treasurer; Jesse A. Hall as Assistant Treasurer; and Wilbum C. Dibling, Jr., as Registered Agent. 117 There being no further nominations, Mre. Bowles moved that the abovenamed persons be elected as officers of the Greater Roanoke Transit Company for terms of one year each commencing upon the date of their election and until their respective successors have been duly elected and shall have duly qualified. The motion was seconded by Mr. McCadden and adopted by the following vote: AYES: Directors Bowles, McCadden, Parrot/, White, Wyatt and Vice- President Edwards ........................................................................................ 6. NAYS: None ......................................................................................... 0. (President Bowers was absent.) OTHER BUSINESS: Upon question by Mr. Parrot/ with regard to the term "disabled transportation", Mr. Mancuso advised that Valley Metro provides two types of service, one is fixed-route service with the large buses, the other is disabled transportation using vans through a contract with another agency to provide transportation for those individuals who are physically unable to use fixed bus route service, which program is called STAR (Specialized Transit Arranged Rides). Mr. Mancuso explained that the basics of the STAR Program are mandated by the Federal Government; that the STAR program works similar to the way taxi cab service works; that once an individual is certified to use the service, with Valley Metro providing the certification, he would, for instance, call anytime today for service anytime tomorrow to schedule his trip; that a van arrives at their pickup location and takes them where they want to go and then usually the return trip has also been scheduled and that service is provided later in the day; that an individual may travel as many times as they like on any given day, at a fare of $2.50 per one- way trip; and the cost that is billed to Valley Metro by the agency which provides the service on the behalf of Valley Metro is $10.90 per one-way trip. He advised that one of the things that has placed a strain on the company over the past three years is that company is required by the Federal Government to meet whatever demand there is for that service, and over the past four years, the demand has continue to increase significantly; that approximately five years ago, $40,000.00 to $60,000.00 was being spent annually, and currently over $250,000.00 is being spent annually; that the additional money has been provided by the City of Roanoke as an additional subsidy to balance the Valley Metro budget, and the lifts that have been placed on the buses has had a minimal affect, if any, on transferring citizens from STAR service to fixed- route service which does not cost the company additional money to provide an additional trip. 118 Upon question by Mr. McCadden with regard to a letter received by Mr. Mancuso in connection with method of payment of fares, Mr. Mancuso advised that in the past, people could pay in one of two forms, i.e., (1) pumhese of a monthly pass in advance which would allow unlimited rides and (2) payment in arrears after receiving a bill for the number of trips that they took the previous month. He explained that in approaching the current budget year, a change in the second option was considered in an effort to save money, inasmuch as Valley Metro was mailing out in excess of 400 invoices each month and, unfortunately, payment was · not received on all invoices, leaving an additional $9,000.00 per year in additional expenses. He stated that a two-part program was considered, with the first being that an individual could pay cash as they used the service, therefore, negating the necessity of sending invoices, and the second part being the sale of tickets being offered in advance and pay just as they did before with the only difference being payment is made in advance rather than in arrears. He explained that this plan was formulated after meeting with organizations and agencies whose clients use the STAR service and had expressed concern with the need to carry cash or have the exact change. He stated that the amount individuals would pay would be the same, with the difference being they would be paying in advance rather than in arrears when they receive an invoice. Mr. McCadden referred to a letter he received from Benjamin Law; whereupon, Mr. Mancuso replied that he had also received a letter from Mr. Law and advised that he had already responded to Mr. Law explaining that the change was a cost-saving maneuver in order to be able to provide the service as long as possible. Mr. McCadden requested that Mr. Mancuso contact Mr. Law personally to explain the changes and to advise that the City of Roanoke subsidizes a large share of the service. Upon question by Mr. Parrott, Mr. Mancuso advised that Valley Metro must provide the service to any individual who is eligible regardless of their residency; however, our service area is limited to the City of Roanoke. Mrs. Bowies inquired as to whether the Salem VA Medical Center is within the service area; whereupon, Mr. Mancuso advised that it is not; however, Valley Metro has a contract with the City of Salem to provide that service, as well as a contract with the City of Salem to provide the fixed-route service, with the City of Salem paying for both services. Vice-President Edwards inquired as to the status of the work and plans with regard to developing transportation with Blacksburg and Montgomery County; whereupon, Mr. Mancuso advised that the status remains unchanged. 119 There being no further business, the Vice-President declared the meeting adjoumed at 2:50 p.m. APPROVED: Vice-President ATTEST: Mary F. Parker Secretary 120 GREATER ROANOKE TRANSIT COMPANY September 11, 1995 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the Vice-Prssident, John S. Edwards, on Monday, September 11, 1995, at 2:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Delvis O. McCadden, John H. Parrott, William White, Sr., Linda F. Wyatt and Vice-President John S. Edwards ............................................. 5. ABSENT: Director Elizabeth T. Bowles and President David A. Bowers .........2. Also present were W. Robert Herbert, Vice Prssident of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Grsater Roanoke Transit Company; Gary E. Tegenkamp, Assistant General Counsel, Grsater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Sandra H. Eakin, Assistant Secretary, Greater Roanoke Transit Company; and Stephen A. Mancuso, General Manager, Valley Metro. The meeting was opened with a prayer by Vice-Prssident Edwards. The Pledge of Allegiance to the Flag of the United States of America was led by Vice-Prssident Edwards. MINUTES: Mr. White moved that the reading of the minutes of the regular meeting held on Monday, August 14, 1995, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Parrott and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of July, 1995. (For full text, see report on file in the Secretary's Office.) 121 Without objection by the Board, the financial and operating report was received and filed. BUS FARES: The General Manager submitted a written report advising that children under the age of six years have been permitted to ride Valley Metro buses free of charge in accordance with the fare policies established by the Board of Directors; operators have been responsible for inquiring about the age of a child in those cases where the child, in the operator's judgement, appeared to be around the age of six; and at best, the inquiries have slowed the boarding progress, and at worst, they have led to a confrontation with the child's guardian which was usually resolved in favor of letting the child ride free. The General Manager recommended adoption of a resolution establishing height criteria in lieu of the current age criteria for children riding free on Valley Metro buses. (For full text, see report on file in the Secretary's Office.) Following discussion, the General Manager requested that the report be withdrawn. OTHER BUSINESS: None. There being no further business, the Vice-President declared the meeting adjourned at 2:47 p.m. APPROVED: ATTEST: Edwards Vice-President Sandra H. Eakin Assistant Secretary 122 GREATER ROANOKE TRANSIT COMPANY December 11, 1995 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, December 11, 1995, at 2:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Chumh Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, John S. Edwards, Delvis O. McCadden, William White, Sr., and President David A. Bowers ........... 5. ABSENT: Directors John H. Parrott and Linda F. Wyatt ............................... 2. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Pruitt, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. President Bowers presented a plaque to Vice-President John S. Edwards in appreciation of two years of service, from November 1, 1993, through December 31, 1995, as a member of the Board of Directors of the Greater Roanoke Transit Company. MINUTES: Mr. White moved that the reading of the minutes of the regular meeting held on Monday, September 11, 1995, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. McCadden and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) 123 GENERAL MANAGER: MANAGEMENT LETTER: The General Manager presented the Management Letter dated December 11, 1995, advising that the Greater Roanoke Transit Company recently participated in two holiday events: the first event was the 1995 Help for the Holidays food drive that was conducted on November 18, 1995, at which time normal fares were waived for anyone contributing a non-perishable food item, and over 670 pounds of food collected and donated to the Southwestern Virginia Second Harvest Food Bank for distribution to those persons in need; and the second event was the Roanoke City Christmas Parade which was held on December 2, 1995, with the Greater Roanoke Transit Company entry consisting of two buses decorated extensively in lights and a parade of employees and family members dressed as toys, and more than 1,000 balloons were distributed to many excited children along the parade route. (For full text, see Management Letter on file in the City Clerk's Office.) Mr. McCadden moved that the Management Letter be received and filed. The motion was seconded by Mr. Edwards and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of August, 1995. (For full text, see report on file in the Secretary's Office.) Mr. McCadden moved that the report be received and filed. The motion was seconded by Mr. Edwards and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of September, 1995. (For full text, see report on file in the Secretary's Office.) Mr. McCadden moved that the report be received and filed. The motion was seconded by Mr. Edwards and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of October, 1995. (For full text, see report on file in the Secretary's Office.) 124 Mr. McCadden moved that the report be received and filed. The motion was seconded by Mr. Edwards and adopted. IMPLEMENTATION AND CERTIFICATION OF COMPLIANCE WITH FEDERAL DRUG AND ALCOHOL TESTING REQUIREMENTS: The General Manager submitted a written report advising that regulations fully implementing required drug and alcohol testing were issued by the Federal Transit Administration in February, 1994, which regulations required that random drug and alcohol testing procedures be added to each transit systems substance abuse policy; transit systems such as the Greater Roanoke Transit Company were given until January 1, 1996, to implement the additional requirements; Southwestem Virginia Transit Management Company (SVTMC), on behalf of the Greater Roanoke Transit Company as the employer of all GRTC transit system personnel, has up.dated its Substance Abuse Policy to include the additional testing required as of January 1, 1996; and Greater Roanoke Transit Company must require the implementation of a substance abuse policy that is in compliance with the governing regulations (49 CFR, Part 653 and 664) and must authorize certification of the same inasmuch as Greater Roanoke Transit Company is the recipient of all Federal subsidy funding. The General Manager recommended that the Board of Directors pass a - resolution that requires Southwestern Virginia Transit Management Company and any other entity performing a mass transit function on behalf of the Greater Roanoke Transit Company to adopt and implement a substance abuse policy that is in compliance with the governing regulations, and authorize the General Manager to execute the appropriate certification as to compliance. (For full text, see report on file in the Secretary's Office.) Mrs. Bowles offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION REQUIRING SOUTHWESTERN VIRGINIA TRANSIT MANAGEMENT COMPANY AND ALL GREATER ROANOKE TRANSIT COMPANY'S CONTRACTORS, SUBRECIPIENTS, OPERATORS, EMPLOYERS, AND ANY OTHER ENTITY PERFORMING A MASS TRANSIT FUNCTION ON BEHALF OF GRTC TO ADOPT AND IMPLEMENT A SUBSTANCE ABUSE POLICY THAT IS IN 125 COMPLIANCE WITH THE GOVERNING REGULATIONS, AND AUTHORIZING THE GENERAL MANAGER TO EXECUTE THE APPROPRIATE CERTIFICATION AS TO COMPLIANCE WITH SUCH REGULATIONS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: 1. That Southwestem Virginia Transit Management Company (SVTMC) and all GRTC's contractors, subrecipients, operators, employers, or any other entity performing a mass transit function on behalf of GRTC establish and implement an anti-drug and alcohol misuse prsvention program(s) in accordance with the terms of 49 CFR part 653 and part 654, as more particularly set forth in the report to this Board dated December 11, 1995. 2. That Stephen A. Mancuso, as General Manager of GRTC, is authorized to certify on behalf of GRTC compliance pursuant to the terms of 49 CFR part 653 and part 654, and to execute in form approved by General Counsel such documentation as is necessary to provide a certification of compliance with the governing regulations. ATTEST: ISl Mary F. Parker Secretary" Mrs. Bowles moved the adoption of the Resolution. The motion was seconded by Mr. McCadden and adopted by the following vote: AYES: Directors Bowles, Edwards, McCadden, White and President Bowers ........................................................................................... 5. NAYS: None .......................................................................................... 0. (Directors Parrott and Wyatt were absent.) 126 CAMPBELL COURT TRANSPORTATION CENTER LEASE AGREEMENT: The General Manager submitted a written report advising that Tito A. Vinces, the sole proprietor of Primavera Italian Restaurant recently contacted the Greater Roanoke Transit Company inquiring about the availability of space within the Campbell Court Transportation Center that might be suitable for a restaurant; Greater Roanoke Transit Company staff showed Mr. Vinces a 3,060 square foot space within Campbell Court which was previously occupied by a restaurant operation; and the terms of the lease agreement were negotiated, as follows: 1. Number of square feet 3,060 2. term of the lease five years annual lease rate $7.50 square foot year I $8.00 square foot year 2 $8.50 square foot year 3 $9.00 square foot year 4 $9.50 square foot year 5 maximum rent credit for capital improvements $20,000.00 5. intended use restaurant operations -- specifically excluding any and all live amplified music and/or performances 6. location ground floor 7. utilities provided by Greater Roanoke Transit Company janitorial and maintenance provided by Greater Roanoke Transit Company for common areas only -- not within leased premises 127 It was further advised that a survey of the lease rates charged for comparable space was conducted and revealed the competitiveness of the abovelisted Item Nos. 3, 7 and 8; and the lease rates charged in the four buildings that were surveyed ranged from $4.00 per square foot with no utilities, janitorial and maintenance to $12.00 per square foot with all utilities, janitorial and maintenance. The General Manager recommended that the Board of Directors authorize the execution of a lease agreement, in a form to be approved by General Counsel. (For full text, see report on file in the Secretary's Office.) Mr. White offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING EXECUTION OF A LEASE AGREEMENT FOR SPACE IN THE CAMPBELL COURT TRANSPORTATION CENTER. BE IT RESOLVED by the Board of Directors of Greater Roanoke Transit Company ("GRTC") that the General Manager is authorized to execute for and on behalf of GRTC, upon form approved by the General Counsel, a lease with Tito A. Vinces, for certain space in the Company's Campbell Court Transportation Center for a restaurant for a five-year term, and upon certain other terms and conditions as more fully set out in the report to this Board dated December 11, 1995. ATTEST: ISl Mary F. Parker Secretary" Mr. White moved the adoption of the Resolution. The motion was seconded by Mr. Edwards and adopted by the following vote: 128 AYES: Directors Bowles, Edwards, McCadden, White and President Bowers ........................................................................................... 5. NAYS: None ......................................................................................... 0. (Directors Parrott and Wyatt were absent.) OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 2:50 p.m. APPROVED: David A. Bowem President ATTEST: Mary F. Parker Secretary 129 GREATER ROANOKE TRANSIT COMPANY January16,1996 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Tuesday, January 16, 1996, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Delvie O. McCadden, John H. Parrott, William White, Sr., Linda F. Wyatt and President David A. Bowers ................................................. 5. ABSENT: Director Elizabeth T. Bowles .................................................. 1. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Weikel, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mr. White moved that the reading of the minutes of the regular meeting held on Monday, December 11, 1996, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Ms. Wyatt and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) PRESIDENT: CHANGE OF MEETING DATE: A communication from President David A. Bowers recommending that the Greater Roanoke Transit Company Board of Directors change its meeting date to the third Monday of the month, commencing with the February 20, 1996 meeting, at 1:30 p.m., was before the Board. (For full text, see report on file in the Secretary's Office.) 130 Mr. White offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION REVISING THE SCHEDULE FOR MEETINGS OF THE BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY. WHEREAS, Section 4 of Article III of the By-Laws of the Greater Roanoke Transit Company provides that meetings of the Board of Directors shall be held at times fixed by resolution of the Board. WHEREAS, the establishment of a fixed schedule of meeting dates is necessary for the orderly conduct of business of the Company. WHEREAS, the Board of Directors desires to change the current schedule of meeting dates. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the regular business meetings of such Board shall be held in the Council Chambers of the City of Roanoke Municipal Building at 1:30 p.m. on the third Monday of each month, commencing with the third Monday of January, 1996. When any regularly scheduled Monday meeting shall fall on a holiday of the City of Roanoke, such meeting shall be held on the next regular business day. The former meeting schedule for 2:30 p.m. on the second Monday of each month adopted by a resolution passed on February 27, 1995, is hereby repealed. ATTEST: lei Mary F. Parker Secretary" Mr. White moved the adoption of the Resolution. The motion was seconded by Ms. Wyatt and the Resolution was lost by the following vote: AYES: Directors White, Wyatt and President Bowers ........................ 3. NAYS: Director McCadden ................................................ 1. (Director Bowles was absent.) (Director Parrott abstained from voting.) 131 GENERAL MANAGER: MANAGEMENT LETTER: The General Manager presented the Management Letter dated January 16, 1996, advising that due to the severe winter snow storm that arrived in the Roanoke Valley on Sunday, January 7, 1996, a state of emergency was declared in the City of Roanoke; bus operations were suspended on Monday, January 8, as roads were impassable and employees were unable to get to work; on Tuesday, service was provided on snow routes on an abbreviated schedule, and by Wednesday, service was provided on snow routes on a regular schedule; as of Thursday, January 11, service continued to be provided on a regular schedule using snow routes; management and staff prepared for the next snow storm forecasted to arrive on Friday; the safety of the employees and the public is of primary concern, with only one minor accident having occurred due to the inclement weather; and additional staff has been on hand to assist the bus operators and to answer requests for information from the pubic. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of November, 1995. (For full text, see Financial and Operating Report on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Report would be received and filed. FEDERAL TRANSIT ADMINISTRATION OPERATING ASSISTANCE AND COMMONWEALTH OF VIRGINIA ADMINISTRATIVE AND MAINTENANCE ASSISTANCE FOR FISCAL YEAR 1996-97: The General Manager submitted a written report advising that financial assistance has been provided to Greater Roanoke Transit Company by the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation during previous fiscal years for certain operating, administrative, and maintenance expenses; Greater Roanoke Transit Company is eligible for $673,500.00 in operating assistance from the Federal Transit Administration during fiscal year 1995-1996, which represents a $191,104.00 decrease from the amount provided during the current fiscal year; additional increases in Federal operating assistance are expected and a possibility exists that such assistance could be completely eliminated by fiscal year 1998-99, as is presently being considered on a congressional level; Greater Roanoke Transit Company is eligible for approximately $730,296.00 in administrative and 132 maintenance assistance from the Commonwealth of Virginia Department of Rail and Public Transportation during fiscal year 1995-96, which represents level funding, with no indication that this level of funding will be reduced in future years; and authorization to file applications for financial assistance from the Federal Transportation Administration and the Commonwealth of Virginia Depa~b~ent of Rail and Public Transportation is needed from the Greater Roanoke Transit Company Board of Directors. The General Manager recommended that he be authorized to file applications requesting the maximum operating assistance from the Federal Transportation Administration and the maximum administrative and maintenance assistance from the Commonwealth of Virginia Department of Rail and Public Transportation for fiscal year 1996-97; and be further authorized to accept and execute the necessary grant agreements in a form to be approved by Legal Counsel. (For full text, see report on file in the Secretary's Office.) Ms. Wyatt offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS AND THE ACCEPTANCE AND EXECUTION OF APPROPRIATE AGREEMENTS FOR OPERATING, ADMINISTRATIVE AND MAINTENANCE ASSISTANCE FOR FISCAL YEAR t996-t997 WITH THE FEDERAL TRANSPORTATION ADMINISTRATION AND THE COMMONWEALTH OF VIRGINIA DEPARTMENT OF RAIL AND PUBLIC TRANSPORTATION UPON CERTAIN TERMS AND CONDITIONS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the Company's General Manager and Secretary are authorized to execute and attest, respectively, in form approved by General Counsel, appropriate applications requesting the maximum operating and administrative and maintenance assistance from the Federal Transportation Administration and the Virginia Department of Rail and Public Transportation for fiscal year 1996-1997 and further 133 to accept and execute the necessary grant agreements in form approved by General Counsel, all as more particularly set forth in the report of the General Manager to this Board dated January 16, 1996. ATTEST: lei Mary F. Parker Secretary" Me. Wyatt moved the adoption of the Resolution. The motion was seconded by Mr. McCadden and adopted by the following vote: AYES: Directors McCadden, Parrott, White, Wyatt and President Bowers --5. NAYS: None ........................................................................... -0. (Director Bowles was absent.) APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager submitted a written report advising that the annual operating budget is approved by the Board of Directors for the operation of the transit system; the Budget Review Committee has been established annually by appointment by the Board of Directors; and the fiscal year 1995-96 Budget Review Committee consisted of the following members: William White, Sr., Board Member, Chairman John H. Parrott, Board Member W. Robert Herbert, Vice-President of Operations James D. Grisso, Treasurer The General Manager recommended that the Board of Directors appoint two members of the Board and two Officers of the Company to serve as the Budget Review Committee. (For full text, see report on file in the Secretary's Office.) Ms. Wyatt moved that the following persons be appointed to the Budget Review Committee: 134 William White, Sr., Board Member, Chairman John H. Parrott, Board Member, W. Robert Herbert, Vice-President of Operations James D. Grisso, Treasurer The motion was seconded by Mr. McCadden and adopted. REPORTS OF COMMITTEES: AUDIT COMMITTEE: Minutes of the Audit Committee held on Monday, December 18, 1995, were before the Board. (For full text, see minutes on file in the Secretary's Office.) Mr. White moved that the minutes be received and filed. The motion was seconded by Ms. Wyatt and adopted. OLD BUSINESS: The President called attention to his communication recommending that the Board of Directors change its meeting date to the third Monday of the month, commencing with the February 20, 1996 meeting, at 1:30 p.m., and inquired as to whether there was any further discussion of the matter. Mr. McCadden moved that the Board reconsider the Resolution to change its meeting date to the third Monday of the month, commencing with the February 20, 1996 meeting, at 1:30 p.m. The motion was seconded by Mr. Parrott and adopted. Mr. Parrott offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION REVISING THE SCHEDULE FOR MEETINGS OF THE BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY. WHEREAS, Section 4 of Article III of the By-Laws of the Greater Roanoke Transit Company provides that meetings of the Board of Directors shall be held at times fixed by resolution of the Board. 135 WHEREAS, the establishment of a fixed schedule of meeting dates is necessary for the orderly conduct of business of the Company. WHEREAS, the Board of Directors desires to change the current schedule of meeting dates. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the regular business meetings of such Board shall be held in the Council Chambers of the City of Roanoke Municipal Building at 1:30 p.m. on the third Monday of each month, commencing with the third Monday of January, 1996. When any regularly scheduled Monday meeting shall fall on a holiday of the City of Roanoke, such meeting shall be held on the next regular business day. The former meeting schedule for 2:30 p.m. on the second Monday of each month adopted by a resolution passed on February 27, 1995, is hereby repealed. ATTEST: ISl Mary F. Parker Secretary" Mr. Parrott moved the adoption of the Resolution. The motion was seconded by Mr. White and adopted by the following vote: AYES: Directors Parrott, White, Wyatt and President Bowers ............... -4. NAYS: Director McCadden ..................................................................... 1. (Director Bowles was absent.) OTHER BUSINESS: BUS SERVICE DURING INCLEMENT WEATHER: Ms. Barbara Duerk, 2607 Rosalind Avenue, S. W., appeared before the Board and commended Valley Metro for the manner in which bus service was provided during the recent snowfall. She advised that she noticed the buses were having some problems negotiating the residential streets due to cars parked along the sides of the streets, and suggested that perhaps snow routes for Valley Metro and school buses could be identified, and cars cleared from those avenues so that public transit can be provided adequately to the citizens of the City in the event of another similar snowfall. 136 Ms. Duerk further suggested that Valley Metro correspond with large businesses whose employees may benefit from utilizing the transit system during inclement weather, to let them know of the excellent service Valley Metro provides; and that the bus routes could be advertised on the public access channel so that more people would know about the excellent public transit service we have in the Roanoke Valley. She also commended the City and its employees who worked tirelessly to clear the streets during the recent snowfall. Without objection by the Board, the President advised that Ms. Duerk's comments would be referred to the General Manager for further study and report to the Board, as necessary. There being no further business, the President declared the meeting adjourned at 1:50 p.m. APPROVED: President ATTEST: Mary F. Parker Secretary 137 GREATER ROANOKE TRANSIT COMPANY March 18, 1996 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, March 18, t996, at 1:40 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, Wendell H. Butler, Delvis O. McCadden, John H. Parrott, William White, Sr., Linda F. Wyatt and President David A. Bowers ............................................................................ 7. ABSENT: ........................................................................................... 0. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Weikel, Assistant General Manager, Valley Metro. The meeting was opened with a prayer by President Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by President Bowers. MINUTES: Mr. Parrott moved that the reading of the minutes of the regular meeting held on Tuesday, January 16, 1996, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. White and unanimously adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERALMANAGER: MANAGEMENT LETTER: The General Manager presented the Management Letter dated March 18, 1996, advising that the current year's effort to obtain the State General Assembly's approval for establishing a dedicated source of local funding for Greater Roanoke Transit Company was not successful; similar efforts were made 138 on behalf of other transit systems within the State, which were also unsuccessful; the General Assembly agreed to study the issue of funding for transit systems within the State, and to consider the entire matter again when it meets in 1997; in the meantime, Federal funding cuts continue, and the Greater Roanoke Transit Company will be forced to increase its reliance upon the City; through a budget amendment, however, the State will be providing an additional $1.0 million to transit systems during the fiscal year that begins July 1, 1996; and GRTC's share of the increased funding is expected to be $43,000.00 which, although only about 23 per cent of next reduction in Federal funding, is welcome relief. It was further advised that a demographic survey was conducted on board the Greater Roanoke Transit Company buses on February 22 and 23, 1996; using a Ridership Demographics Survey Form, the surveyors conducted short interviews with passengers, who were interviewed through a random selection of the routes, with a total of 65 people being interviewed; results of the survey confirm that the Greater Roanoke Transit Company plays an important role in the social and economic health of the community; from a social standpoint, GRTC provides mobility to people who have no other means of transportation, many of which would literally be stranded at home in the absence of GRTC service; mobility permits interaction with others whether for educational, cultural, medicinal or recreational activities, which interaction is vital in maintaining a healthy quality of life, both for individuals and the community as a whole; from an economic standpoint, "transit means business"; the majority of citizens use the service to travel to and from work and many others use the service to shop; therefore, businesses throughout the community indirectly rely upon and benefit from the Greater Roanoke Transit Company service; and without the service, many employees who are transit dependent would be forced to leave their jobs, representing an annual loss in wages of almost $2t.0 million and the loss of approximately 121,000 shopping trips that are currently made by those who are transit dependent. (For full text, see Management Letter on file in the Secretary's Office.) Mrs. Bowles moved that the Management Letter be received and filed. The motion was seconded by Mr. McCadden and unanimously adopted. Mr. White stated with regard to the study the General Assembly is conducting relating to Transportation Districts on a Statewide basis, that the staff should be directed to keep the Board apprised of the status of the study, the significant events, the significant items being discussed, and ways the City can have a positive impact on this study. He advised he believes this study will have a significant impact on the Greater Roanoke Transit Company's financial ability in the future; therefore, it is important for the board to follow this and provide strategic input when it is to the City's advantage. 139 FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Reports for the months of January and February, 1996. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Mr. McCadden moved that the Financial and Operating Reports be received and filed. The motion was seconded by Mrs. Bowles and unanimously adopted. OTHER BUSINESS: Ms. Wyatt pointed out that when citizens talk about bus service, sometimes the assumption is if they have a car to drive, the bus system does not impact them; that the reality of the matter is this is everyone's problem; it will affect those people who are trying to get to jobs if they do not have the bus service, as well as the businesses for which they work; that the need exists to have a good public relations program about how the bus service impacts the entire Roanoke Valley, and if Valley Metro bus service stops tomorrow, the impact it will have not only on the people who ride the buses, but the businesses and people who use the services of those who ride the buses. She stated that she would like to see Valley Metro or the City put together a public relations program that will educate the public about what Valley Metro means to the Roanoke Valley, and what the impact of the lack of a bus service would be. Barbara N. Duerk, 2607 Rosalind Avenue, S. W., advised that she is a user of public transit and a concerned citizen about other people that do need to use this facility. She stated that in January, she addressed the Board of Directors of Valley Metro because the transportation problems of the Roanoke Valley cannot be fixed by building more roadways; the City has traffic backed up on Elm Avenue, Colonial Avenue, Wonju Street, Route 419, Hershberger Road, and building and improving, widening these roads is not going to reduce the traffic problem; and if the City is going to decide to subsidize public transit, it should be a means of transportation for all citizens. She further advised that she appreciated Ms. Wyatt's comments today, and appreciated the City's efforts in working with the Chamber of Commerce to meet the needs of the working people of the City. She stated that the City also needs to address the concerns of the tourists who visit here and want to get around without renting a car, and the City needs to perhaps think about these other options as well; and that decisions that can affect ridership include, but are not limited to, the cost of parking violations, the amount of parking facilities, on street parking, and the availability of day passes to be purchased at the point of embarkation for people wanting to use the bus for a day, or even for a week. She pointed out that right now 140 you have to go downtown to buy passes or get them through the mail, and questioned why they couldn't be purchased at your bus stop and be used all day. She mentioned the possibility of family passes, as well as extending the hours and days of operation, and pointed out that people have a hard time accessing the Civic Center and the activities that go on there now, because they can catch a bus to get there, but they can't catch a bus to get home; and that we need multi-modal accommodations on the buses also. There being no further business, the President declared the meeting adjourned at 1:55 p.m. APPROVED: David A. Bowers President ATTEST: Mary F. Parker Secretary 141 GREATER ROANOKE TRANSIT COMPANY May 20, 1996 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, May 20, 1996, at 5:16 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Wendell H. Butler, Delvis O. McCadden, John H. Parrott, William White, Sr., Linda F. Wyatt and President David A. Bowers ...................... 6. ABSENT: Director Elizabeth T. Bowles ........................................ -0. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Gary E. Tegenkamp, Acting Assistant General Counsel, Greater Roanoke Transit Company; Michael R. Crew, Acting Assistant Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Weikel, Assistant General Manager, Valley Metro. MINUTES: Ms. Wyatt moved that the reading of the minutes of the regular meeting held on Monday, March 18, 1996, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. McCadden and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) PRESIDENT: STOCKHOLDERS MEETING: The President presented a communication dated May 20, 1996, advising that Paragraph I, Article II of the By-Laws of the Greater Roanoke Transit Company provides that the Annual Meeting of the Stockholders be held during the month of June each year at a day, time and place to be from time to time fixed by the Board of Directors, and recommending that the Annual Stockholders' Meeting be held on Monday, June 17, 1996, immediately following the regular meeting of the Board of Directors of the Greater Roanoke Transit Company scheduled for that date in the City Council Chamber. Mr. Parrott moved that the Board of Directors concur in the recommendation. The motion was seconded by Mr. McCadden and adopted. 142 GENERALMANAGER: FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Reports for the months of March and April, 1996. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Reports would be received and filed. AUTO LIABILITY AND PHYSICAL DAMAGE INSURANCE COVERAGE: The General Manager presented a written report advising that the auto liability and physical damage insurance coverage policy expired on April 1, 1996, which coverage provided for losses up to the value of the rolling stock and $5.0 million for liability losses; quotations for replacement insurance coverage were solicited from six insurance companies, with two responses received; replacement insurance coverage was purchased on March 27, 1996, with Carolina Casualty which provided the lowest quotation for the coverage, with purchase made contingent upon approval of the Greater Roanoke Transit Company Board of Directors; the previous annual premium for auto liability and physical damage insurance coverage totalled $187,734.00; and purchase of replacement insurance coverage requires action by the Board of Directors; whereupon, the General Manager recommended that the Board approve the purchase of auto liability and physical damage insurance coverage with Carolina Casualty Insurance Company. (For full text, see report on file in the Secretary's Office.) Mr. White offered the following resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION APPROVING THE PURCHASE OF AUTO LIABILITY AND PHYSICAL DAMAGE INSURANCE COVERAGE FOR THE COMPANY FROM CAROLINA CASUALTY INSURANCE COMPANY UPON CERTAINTERMSANDCONDITIONS BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the purchase of auto liability and physical damage insurance coverage from Carolina Casualty Insurance Company for $187,734.00, as more particularly set forth in the report to this Board dated May 20, 1996, is hereby 143 approved and the General Manager is authorized to execute in form approved by General Counsel documentation as is necessary to provide for the placement of such coverage. ATTEST: Isl Mary F. Parker Secretary." Mr. White moved the adoption of the Resolution. The motion was seconded by Ms. Wyatt and adopted by the following vote: AYES: Directors Butler, McCadden, Parrott, White, Wyatt and President Bowers ......................................................................................... 6. NAYS: None ....................................................................................... 0. (Director Bowles was absent.) REPORTS OF COMMITTEES: FISCAL YEAR 1996-97 OPERATING BUDGET: The Budget Review Committee submitted a written report with regard to the fiscal year 1996-97 operating budget, advising that the Board of Directors appointed the Budget Review Committee on January 16, 1996, to review the General Manager's proposed operating budget and provide a report of recommendation to the Board; and the Committee met on March 19, 1996 and May 6, 1996, to review the operating budget and make certain changes. It was further advised that the subsidy provided by the City of Roanoke for the current operating budget is $671,432.00; that the subsidy provided by the City of Roanoke for the fiscal year 1996-97 operating budget is requested at $833,628.00, which is an increase of $207,774.00 over the current subsidy; the increase is due primarily to a reduction in Federal operating assistance; and the recommended operating budget calls for the following: Continued transit and parking service at the same level of service that is currently provided. No transit fare increase other than the $1.00 increase in amount charged for a basic unlimited ride weekly pass and a $.50 increase in the amount charged for a discount unlimited ride weekly pass. 144 A Campbell Court parking rate increase from $47.50 per month to $50.00 per month. Increased operating budget expense of only 3.18 percent. The Budget Review Committee recommended approval of Greater Roanoke Transit Company's fiscal year 1996-97 operating budget as submitted. (For full text, see report on file in the Secretary's Office.) Mr. White moved that the Board of Directors approve the Greater Roanoke Transit Company's fiscal year 1996-97 operating budget. The motion was seconded by Mr. Parrott and adopted. OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 5:25 p.m. APPROVED: David A. Bowers President ATTEST: Mary F. Parker Secretary 145 GREATER ROANOKE TRANSIT COMPANY June 17,1996 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, June 17, 1996, at 1:40 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Elizabeth T. Bowles, Wendell H. Butler, Delvis O. McCadden, John H. Parrott, William White, Sr., and President David A. Bowers ......................................................................................................... 6. ABSENT: Director Linda F. Wyatt- ..........................................................1. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Gary E. Tegenkamp, Assistant General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Weikel, Assistant General Manager, Valley Metro. SPECIAL PRESENTATIONS BY THE PRESIDENT AND GENERAL MANAGER: The President and General Manager presented plaques of appreciation, lifetime passes to ride Valley Metro buses, and other gifts to retiring Directors Elizabeth T. Bowles, Wendell H. Butler and Delvis O. McCadden, whose terms expire on June 30, 1996. MINUTES: The President advised that without objection by the Board, the minutes of the regular meeting held on Monday, May 20, 1996, would be approved as recorded. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated June 17, 1996, with regard to two studies which are being conducted by the state to examine, in part, alternative funding strategies for transit systems given the recent and expected reductions in federal operating assistance. He advised that the management intends to participate in both of these studies to the extent permitted, with the primary focus being on the study being conducted by the Virginia 146 Department of Rail and Public Transportation, and that management has been in contact with the VDRPT and is presently preparing a specific proposal for inclusion in the study recommendations. (For full text, see Management Letter on file in the Secretary's Office.) Mrs. Bowles moved that the Management Letter be received and filed. The motion was seconded by Mr. Parrott and adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of May, 1996. (For full text, see Financial and Operating Report on file in the Secretary's Office.) Mrs. Bowles moved that the Financial and Operating Report be received and filed. The motion was seconded by Mr. Parrott and adopted. OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:45 p.m. APPROVED: David A. Bowers President ATTEST: Mary F. Parker Secretary 147 GREATER ROANOKE TRANSIT COMPANY July 15, 1996 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, July 15, 1996, at 1:45 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, John H. Parrott, Carroll E. Swain, James O. Trout, Linda F. Wyatt and President David A. Bowers ......................... 6. ABSENT: Director William White, Sr.- .................................................... 1. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Weikel, Assistant General Manager, Valley Metro. MINUTES: Upon acclamation by the President, the minutes of the regular meeting held on Monday, June 17, 1996, were approved. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated July 15, 1996, advising that the Greater Roanoke Transit Company hosted its annual "bus roadeo" competition on Sunday, July 7, 1996, at the Roanoke Civic Center; seventeen employees participated in the contest, which included completing a written safety test and driving a 35-foot Gillig bus through a timed obstacle course; employees and volunteers served as judges, the company provided a cook-out lunch for all attendees; and a very positive article covering the event appeared in the Monday, July 8, 1996 edition of The Roanoke Times. 148 It was further advised that while all of the contestants ars "winners", Mr. Steve Fisher (Mechanic) finished in first place, Mr. Jimmy Carter (Operator) finished in second place, Mr. Victor Thompson (Operator) finished in third place, and Mr. Neil Hartwell (Operator) finished in fourth place; the top four finishers received nominal cash prizes; and Greater Roanoke Transit Company will be sending a team of four operators and three mechanics to the annual State competitions on July 28, 1996, in Fairfax, Virginia, which evente ars sponsored by the Virginia Department of Rail and Public Transportation and the Virginia Transit Association. (For full text, see Management Letter on file in the Secrstary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. SELLING OF ADVERTISEMENT OF SPACE ON GREATER ROANOKE TRANSIT COMPANY BUSES: The General Manager submitted a written rsport advising that Greater Roanoke Transit Company has contracted with a third party agency to sell the advertisement space on the GRTC buses as a means of generating revenue without incurring any expense; Request for Proposals from interssted parties to act as Greater Roanoke Transit Company's advertising agency in the selling of the advertising space on and in the buses was recently advertised both locally and nationally; proposals were received from LTBA and Philbin & Coine, Inc. (P & C Media), which currsntly sells advertising space on the buses, which proposals wers reviewed by a committee consisting of the Greater Roanoke Transit Company General Manager, Assistant General Manager, Purchasing Agent, and Assistant Director of Maintenance in accordance with the following evaluation criteria: overall experience in providing transit advertising in a market of similar size; feasibility of the proposal, based upon financial commitment and reasonable development of a budget and marketing plan; percentage of net revenue to GRTC and minimum guarantee to GRTC; and ability of proposer, including manpower and rssources to carry out the project. 149 A summary of the financial terms of the proposals is as follows: LTBA P & C Media Year 1 Monthly Guarantee Annual Payment $ 2,200.00 $26,000.00 + 2 % of income in excess of $52,800.00 $ 2,666.67 $ 32,000.00 + 50% of income in excess of $64,000.00 Year 2 Monthly Guarantee Same Annual Payment Same $ 2,916.67 $35,000.00 + 50 % of income in excess of $70,000.00 Year 3 Monthly Guarantee Same Annual Payment Same $ 3,166.67 $38,000.00 + 60% of income in excess of $76,000.00 It was further advised that the fiscal year 1996-97 budget is predicated on the receipt of advertising revenue; and awarding a contract for the selling of advertising space on and in the Greater Roanoke Transit Company buses requires action by the Board of Directors. The General Manager recommended that the Board award a three-year contract to Philbin & Coine, Inc., DBA/P & C Media for the selling of advertising space on and in the Greater Roanoke Transit Company buses, in accordance with the Request for Proposal issued by GRTC and the Proposal submitted by P & C Media. (For full text, see report on file in the Secretary's Office.) Ms. Wyatt moved that the Board award a three-year contract to Phiibin & Coine, Inc., DBA/P & C Media for the selling of advertising space on and in the Greater Roanoke Transit Company buses, in accordance with the Request for Proposal issued by GRTC and the Proposal submitted by P & C Media. The motion was seconded by Mr. Swain and adopted. 150 SECRETARY: ELECTION OF OFFICERS: The Secretary presented a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidente, a Secretary, a Treasurer and such other officers as it may deem proper to serve for a term of one year each commencing upon the date of their election and until their respective successors are elected and qualify. (For full text, see report on file in the Secretary's Office.) Mr. Parrott placed in nomination the names of David A. Bowers as President; Linda F. Wyatt as Vice-President; W. Robert Herbert as Vice-President of Operations; James D. Ritchie, Sr., as Assistant Vice-President of Operations; Mary F. Parker as Secretary; Sandra H. Eakin as Assistant Secretary; James D. Grisso as Treasurer; Jesse A. Hall as Assistant Treasurer; and Wilburn C. Dibling, Jr., as Registered Agent. There being no further nominations, Mr. Parrott moved that the abovenamed persons be elected as officers of the Greater Roanoke Transit Company for terms of one year each commencing upon the date of their election and until their respective successors have been duly elected and shall have duly qualified. The motion was seconded and adopted by the following vote: AYES: Directors Harris, Parrott, Swain, Trout, Wyatt and President Bowers ............................................................................................... -6. NAYS: None ..................................................................... 0. (Director White was absent.) OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:50 p.m. APPROVED: David A. Bowers President ATTEST: Mary F. Parker Secretary 151 GREATER ROANOKE TRANSIT COMPANY September 16, 1996 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, September 16, 1996, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 216 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, John H. Parrott, Carroll E. Swain, James O. Trout, William White, Sr., Linda F. Wyatt and President David A. Bowers ....................................................................... 7. ABSENT: None ................................................................. 0. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Weikel, Assistant General Manager, Valley Metro. MINUTES: Upon acclamation by the President, the minutes of the regular meeting held on Monday, July 15, 1996, were approved. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERALMANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated September 16, 1996, advising that additional reductions in Federal operating assistance may be postponed for at least one year; both the U. S. House of Representatives and the U. S. Senate have approved funding proposals that maintain next year's Federal operating assistance at the current level; if the House and Senate conferees are able to reconcile the differences between their proposals, as is expected, and if the final bill is signed by the President as he has already indicated he will do, then Greater Roanoke Transit Company's Federal operating assistance for the fiscal year that will begin on July 1, 1997 should be the same as the Federal operating assistance received this fiscal year; while this would be a welcome reprieve, the reductions that have already taken place or the guarantee of 152 future funding have not been addressed; Management, therefore, believes the search for a dedicated source of local funding must continue, and management will work towards accomplishing that goal; the Greater Roanoke Transit Company Board of Directors is aware of GRTC's effort to obtain a dedicated tax on the sale of motor fuels sold locally; a second option being studied is to expand GRTC's parking operation by securing a Federal capital grant that would be used to retire the debt service on certain City-owned parking facilities; if accomplished, the net profit generated from the facilities would substantially reduce GRTC's need for both Federal and local operating subsidies and effectively provide GRTC with a dedicated source of local funding; currently, many issues associated with the option are being researched; and Management hopes to bring a report of recommendation to the Board of Directors in the near future. It was further advised that James R. "Jimmy" Carter is once again the Virginia State Roadeo Champion; having been the top operator in Greater Roanoke Transit Company's local roadeo, Mr. Carter went on to compete in the State roadeo that was held in Lorton, Virginia, on July 28, 1996, where he placed first in the 35-foot bus division and placed first overall for his third State championship in a row; as the overall State Champion, Mr. Cart. er will now go on to compete in the American Public Transit Association's International Roadeo that will be held in Anaheim, Califomia, on October 7 - 9, 1996; and Management congratulates Mr. Carter for his continued hard work and success and wishes him the beet as he attempts to improve upon hie fantastic record. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the months of June and July, 1996. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Reports would be received and filed. Mr. White referred to information contained in the General Manager's Management Letter dated September 16, 1996, relating to reductions in Federal operating assistance and advising that a second option being studied is to expand GRTC's parking operation by securing a federal capital grant that would be used to retire the debt service on certain City-owned parking facilities; and if this could be accomplished, the net profit generated from these facilities would substantially 153 reduce GRTC's need for both Federal and local operating subsidies, and therefore, effectively provide the Greater Roanoke Transit Company with a dedicated source of local funding. Mr. White requested that the General Manager provide a briefing on the proposed expanded parking operations to the Greater Roanoke Transit Company Board of Directors or the Members of City Council at a Board meeting or a City Council meeting. GENERAL MANAGER: The General Manager submitted a written report advising that management and operation of the City of Roanoke parking facilities has been provided by Greater Roanoke Transit Company from time to time since 1983; on August 19, 1996, Council authorized selection of an entity to manage and operate its parking facilities using the competitive sealed bid method of procurement that has been used in the past; proposals for the management and operation of the City parking facilities are being solicited by the City; and authority to submit a proposal and to negotiate a fee is needed from the Board of Directors. The General Manager recommended that he be authorized, on behalf of the City, to submit a management and operation service proposal to the City of Roanoke for the management and operation of the City's parking facilities and to negotiate a fee for such services. (For full text, see report on file in the Secretary's Office.) Ms. Wyatt offered the following resolution: A RESOLUTION AUTHORIZING THE GENERAL MANAGER OF THE GREATER ROANOKE TRANSIT COMPANY TO SUBMIT A PROPOSAL TO THE CITY OF ROANOKE TO PROVIDE TEMPORARY MAINTENANCE AND OPERATION SERVICES FOR CERTAIN CITY- OWNED OR CONTROLLED PARKING FACILITIES AS SET FORTH IN A LETTER TO THE CITY MANAGER DATED SEPTEMBER 6, 1996, AND TO FURTHER EXECUTE ON BEHALF OF GRTC ANY APPROPRIATE CONTRACT RESULTING FROM THAT PROPOSAL AND TO FURTHER SUBMIT ANY ADDITIONAL PROPOSALS FOR LONG TERM PROVISION OF MANAGEMENT AND OPERATING SERVICES FOR CERTAIN CITY- OWNED OR CONTROLLED PARKING FACILITIES AND TO TAKE SUCH OTHER ACTION AS MAY BE NECESSARY IN CONNECTION WITH SUCH PROPOSALS. Ms. Wyatt moved the adoption of the Resolution. The motion was seconded by Mr. Swain and adopted by the following vote: 154 AYES: Directors Harris, Parrott, Swain, Trout, White, Wyatt and President Bowers .......................................................................................... 7. NAYS: None .............................................................................. 0. OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:45 p.m. APPROVED: David A. Bowers President ATTEST: Mary F. Parker Secretary 155 GREATER ROANOKE TRANSIT COMPANY November 18, 1996 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, November 18, 1996, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, John H. Parrott, Carroll E. Swain, James O. Trout, William White, Sr., Linda F. Wyatt and President David A. Bowers ................................................................................ -7. ABSENT: None ............................................................... 0. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Weikel, Assistant General Manager, Valley Metro. MINUTES: Upon acclamation by the President, the minutes of the regular meeting held on Monday, September 16, 1996, were approved. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated November 18, 1996, advising that the Greater Roanoke Transit Company's Federal funding agency, the Federal Transit Administration (FTA), conducts an intensive review of Greater Roanoke Transit Company's compliance with a variety of Federal regulations every third year; referred to as the "triennial review", the audit consists of a desk review of reports and documents submitted by Greater Roanoke Transit Company over the course of the three-year period and a site visit to GRTC by FTA officials; the most recent triennial review visit was on May 15 and 16, 1996; Greater Roanoke Transit Company received the final report of findings in October 1996; GRTC was found to be in full compliance with all 24 review areas and was commended by the FTA Regional Administrator for "an outstanding review", which accomplishment is even more meaningful when one considers that compliance, particularly as it pertains to the Americans with Disabilities Act, was maintained during a period of drastic Federal operating assistance reductions; and 156 a listing of the areas reviewed, as well as the transmittal letter from the Federal Transportation Administration Administrator, is attached to the Management Letter. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the months of August, September and October, 1996. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Reports would be received and filed. OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:40 p.m. APPROVED: David A. Bo~vers President ATTEST: Mary F. Parker Secretary 157 GREATER ROANOKE TRANSIT COMPANY December 16, 1996 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, December 16, 1996, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, John H. Parrott, Carroll E. Swain, James O. Trout, William White, Sr., Linda F. Wyatt and President David A. Bowers .............................................................................. -7. ABSENT: None ...................................................................... 0. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Sandra H. Eakin, Assistant Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Weikel, Assistant General Manager, Valley Metro. MINUTES: Upon acclamation by the President, the minutes of the regular meeting held on Monday, November 18, 1996, were approved. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERALMANAGER: CAMPBELL COURT TRANSPORTATION CENTER LEASE AGREEMENT: The General Manager submitted a written report advising that the City of Roanoke's City Information Systems (ClS) Department recently contacted Greater Roanoke Transit Company inquiring about the availability of space within the Campbell Court Transportation Center that might be suitable as a computer set-up and work space; a 865 square foot space within Campbell Court was shown to representatives of the ClS Department, which space was previously occupied by an engineering firm that relied heavily on the use of computers; and the terms of a lease agreement were negotiated, as follows: Number of Square Feet 2,245 (of which 865 square feet is finished office space and 1,380 square feet is unfinished space) 158 2. Term of Lease One year, with up to four one-year renewals Annual Lease Rata Rent to be calculated based on finished office space only (865 square feet), as follows: $7.501sq. ft. $8.001aq. ft. $8.501sq. ft. $9.001sq. ft. $9.501sq. ft. year1 = $6,487.50 year2 = 6,920.00 year3 = 7,352.50 year4 = 7,785.00 year5 = 8.217.50 Total $36,762.50 Maximum Rent Credit for Capital Improvements None 5. Intanded Use Office and computer work space 6. Location Second floor with second and ground floor enhances Water, Sewer, Gas, Electricity Provided by Greatar Roanoke Transit Company 8. Telephone and Data Lines Provided by City Information Systam (City) Janitorial and Maintenance Provided by Greater Roanoke Transit Company for common areas only - not within leased premises It was further advised that a survey of the lease ratas charged for comparable space was conductad and reveals the competitiveness of abovelistad items 3, 7, 8 and 9; and the lease ratas charged in the four buildings that were surveyed ranged from $4.00 per square foot with no utilities, janitorial and maintenance, to $12.00 per square foot with all utilities, janitorial and maintenance. The General Manager recommended that the Board of Directors of the Greatar Roanoke Transit Company authorize execution of a lease agreement, in a form to be approved by General Counsel, with the City of Roanoke. (For full text, see report on file in the Secretary's Office.) 159 Mr. White offered the following resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING EXECUTION OF A LEASE AGREEMENT FOR SPACE IN THE CAMPBELL COURT TRANSPORTATION CENTER. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company "GRTC" that the General Manager is authorized to execute for and on behalf of GRTC, upon form approved by the General Counsel, a lease agreement with the City of Roanoke, for certain space in the Company's Campbell Court Transportation Center for an office and computer work space for a one-year term, with up to four one-year renewals, and upon certain other terms and conditions as more fully set out in the report to this Board dated December t6, t996. ATTEST: Isl Sandre H. Eakin Sandra H. Eakin, Assistant Secretary" Mr. White moved that the Board of Directors adopt the Resolution authorizing the execution of a lease agreement for space in the Campbell Court Transportation Center. The motion was seconded by Mr. Swain and adopted by the following vote: AYES: Directors Harris, Parrott, Swain, Trout, White, Wyatt and President Bowers .......................................................................................... 7. NAYS: None .................................................................................. 0. OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:40 p.m. APPROVED: David A. Bowers President ATTEST: Sandra H. Eakin Assistant Secretary 160 GREATER ROANOKE TRANSIT COMPANY January21,1997 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Tuesday, January 21, 1997, at t:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Swain, James O. David A. Bowers. Directors C. Nelson Harris, John H. Parrott, Carroll E. Trout, William White, Sr., Linda F. Wyatt and President ABSENT: None .................................................................... -0. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Weikel, Assistant General Manager, Valley Metro. MINUTES: Upon acclamation by the President, the minutes of the regular meeting held on Monday, December 16, 1996, were approved. (For full text of minutes, see minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: VICE PRESIDENT OF OPERATIONS: APPROVAL OF FEES FOR RENEWAL OF MANAGEMENT AND OPERATIONS AGREEMENT: The Vice President of Operations submitted a written report advising that on January 24, 1994, the Board of Directors of GRTC authorized an agreement with ATE Management and Service Co., Inc., for the management and operation of the Greater Roanoke Transit Company; and the initial term of the agreement was for three years ending on March 1, 1997, and included the following fees: March 1994 - June 1995 July 1995 -June 1996 July 1996 - February 1997 $16,500 per month 16,995 per month 17,505 per month 161 It was further advised that the agreement also provided for two additional one-year renewal periods, at a mutually agreed upon management fee. It was stated that on November 4, 1996, the City's Mass Transit Liaison, Kit B. Kiser, was notified of Ryder/ATE, Inc., desire to renew its agreement for the two additional one-year periods, and had proposed the following fees: March 1997 - June 1997 July 1997 -June 1998 July 1998 - February 1999 $17,505 per month 18,380 per month 19,300 per month The City, in turn, counter proposed the fees as follows: March 1997 - June 1997 July 1997 - June 1998 July 1998 - February 1999 $17,505 per month 18,240 per month 18,975 per month It was noted that on November 19, t996, Ryder/ATE, Inc., agreed to the counter proposed fees. The Vice President of Operations recommended that the Board of Directors approve the counter proposed fees agreed upon, and renew the management and operations agreement with Ryder/ATE, Inc., for two additional one-year periods. (For full text, see report on file in the Secretery's Office.) Ms Wyatt offered the following resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE RENEWAL OF THE MANAGEMENT AND OPERATIONS AGREEMENT WITH RYDER/ATE, INC., FOR TWO ADDITIONAL ONE-YEAR PERIODS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company THAT: THE Vice President of Operations is hereby authorized to enter into a renewal of the management and operations agreement with Ryder/ATE, Inc., formerly known as ATE Management and Service Co., Inc., for two additional one-year periods. 162 The Board hereby approves the following renewal fees which have been agreed to by Ryder/ATE, Inc.: March 1997 through June 1997 July 1997 through June 1998 July 1998 through February 1999 $17,505 per month 18,240 per month 18,975 per month All as more fully set forth in the report to this Board dated January 21, t997. Such renewal agreement shall be in such form as is approved by the General Counsel and shall contain such other terms and conditions as are agreeable to the Vice President of Operations. Adopted by the Board of Directors of Greater Roanoke Transit Company this 21st day of January 1997. ATTEST: Isl Mary F. Parker Secretary Ms. Wyatt moved that the Board of Directors adopt the resolution authorizing the renewal of the management and operations agreement with Ryder/ate, Inc., for two additional one-year periods.. The motion was seconded by Mr. Swain and adopted by the following vote: AYES: Directors Harris, Parrott, Swain, Trout, White, Wyatt, and President Bowers ............................................................................. -7. NAYS: None. GENERAL MANAGER: FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of November, 1997. (For full text, see Financial and Operating Report on file in the Secretary's Office.) With objection by the Board, the President advised that the Financial and Operating Report for the month of November, 1997, would be received and filed. 163 APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager submitted a written report advising that the annual operating budget is approved by the Board of Directors for the operation of the transit system; the Budget Review Committee has been established annually by appointment by the Board of Directors; and the fiscal year 1996-1997 Budget Review Committee consisted of the following members: William White, Sr., Board Member, Chairman John H. Parrott, Board Member W. Robert Herbert, Vice-President of Operations James D. Grisso, Treasurer The General Manager recommended that the Board of Directors appoint two members of the Board and two Officers of the Company to serve as the Budget Review Committee. (For full text, see report on file in the Secretary's Office.) Reverend Harris moved that the following persons be appointed to the Budget Review Committee: James O. Trout, Board Member John H. Parrott, Board Member W. Robert Herbert, Vice-President of Operations James D. Grisso, Treasurer The motion was seconded by Mr. Swain and unanimously adopted. FEDERAL TRANSIT ADMINISTRATION OPERATING ASSISTANCE AND COMMONWEALTH OF VIRGINIA ADMINISTRATIVE AND MAINTENANCE ASSISTANCE FOR FISCAL YEAR 1997-1998: The General Manager submitted a written report advising that financial assistance has been provided to Greater Roanoke Transit Company by the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation during previous fiscal years for certain operating, administrative, and maintenance expenses; Greater Roanoke Transit Company is eligible for $574,174.00 in operating assistance from the Federal Transit Administration during fiscal year 1997-1998, which amount represents a $380,500.00 decrease from the amount provided two years ago; additional decreases in Federal operating assistance are still expected in future years, and possibility still exists that such assistance could be completely eliminated by fiscal year 1999-2000; Greater Roanoke Transit Company is eligible for approximately $767,000.00 in administrative and maintenance assistance from the Commonwealth of Virginia Department of Rail and Public Transportation during 164 fiscal year 1997-1998, which amount of assistance is approximately $45,000.00 less than the amount provided during the current fiscal year, although Greater Roanoke Transit Company may actually receive level funding if the State General Assembly once again provides supplemental funding for transit; and authorization to file applications for financial assistance from the Federal Transportation Administration and the Commonwealth of Virginia Depe,;,,,ent of Rail and Public Transportation is needed from the Greater Roanoke Transit Company Board of Diractora. The General Manager recommended that he be authorized to file applications requesting the maximum operating assistance from the Federal Transportation Administration and the maximum administrative and maintenance assistance from the Commonwealth of Virginia Department of Rail and Public Transportation for fiscal year 1997-1998; and be further authorized to accept and execute the necessary grant agraemente in a form to be approved by Legal Counsel. (For full text, see report on file in the Secretary's Office.) Reverend Harris offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS AND THE ACCEPTANCE AND EXECUTION OF APPROPRIATE AGREEMENTS FOR OPERATING, ADMINISTRATIVE AND MAINTENANCE ASSISTANCE FOR FISCAL YEAR 1997-1998 WITH THE FEDERAL TRANSPORTATION ADMINISTRATION AND THE COMMONWEALTH OF VIRGINIA DEPARTMENT OF RAIL AND PUBLIC TRANSPORTATION, UPON CERTAIN TERMS AND CONDITIONS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the Company's General Manager and Secratery are authorized to execute and attest, respectively, in form approved by General Counsel, appropriate applications requesting the maximum operating and administrative and maintenance assistance from the Federal Transportation Administration and the Virginia Department of Rail and Public Transportation for fiscal year 1997-1998 and further to accept and execute the necessary grant agreements in form approved by General Counsel, all as more particularly set forth in the report of the General Manager to this Board dated January 21, 1997. 165 Adopted by the Board of Directors of Greater Roanoke Transit Company this 21st day of January 1997. ATTEST: lei Mary F. Parker Secretary" Reverend Harris moved the adoption of the Resolution. The motion was seconded by Mr. Swain and adopted by the following vote: AYES: Directors Harris, Parrott, Swain, Trout, White, Wyatt, and President Bowers ......................................................................................... 7. NAYS: None ............................................................................... 0. SPECIALIZED TRANSIT ARRANGED RIDES (STAR) SERVICE WITHIN THE COUNTY OF ROANOKE: The General Manager submitted a written report advising that the Greater Roanoke Transit Company has been providing its STAR service in all areas within .75 mile of its fixed route service; the City of Roanoke, the City of Salem, and the Town of Vinton have each subsidized the Greater Roanoke Transit Company for provision of said services; and however, the County of Roanoke has provided no such subsidy due to the fixed route service within the County has been provided as a matter of convenience to the Greater Roanoke Transit Company, and until the implementation of the Americans with Disabilities Act, the expense of providing the STAR service within the County was not significant. The General Manager further advised that the expense of providing the STAR service within the County of Roanoke has increased drsmaflcally while at the same time, the Greater Roanoke Transit Company's federal subsidies have declined; a request, along with information, was sent to the County of Roanoke in June 1996 as a result of the recent reductions in the Greater Roanoke Transit Company's federal subsidy funding; as stated in the request, the purpose was to receive the County's approval of an agreement to provide the STAR service within two limited areas of the County, and to have the Greater Roanoke Transit Company and the County begin to share appropriately the expense of said service; and to date, no formal response has been provided by the County of Roanoke. It was pointed out that the Greater Roanoke Transit Company's STAR service is provided in two limited areas of the County of Roanoke at an annual cost of $35,250.00, which is paid directly by the Greater Roanoke Transit Company, using the subsidy funding provided by the City of Roanoke and, to a lesser, extent, the City of Salem and the Town of Vinton. 166 The General Manager recommended that the Board of Directors of the Greater Roanoke Transit Company continue to provide the Greater Roanoke Transit Company STAR service in two limited areas of the County of Roanoke, and effective July 1, 1997, restrict riderehip to residents of the jurisdictions which subsidize the service. (For full text, see report on file in the Secretary's Office.) Mr. Mancuso advised that on January t5, 1997, the County of Roanoke notified the City that it would not subsidize the STAR service, but would increase its funding to expand the CORTRAN program, effective July 1, 1997. (For full text, see communications on file in the Secretary's Office.) Reverend Harris moved that the Board of Directors concur in the recommendation of the General Manager. The motion was seconded by Mr. Swain. President Bowers inquired if the General Manager's position was to continue to provide the STAR service to the County of Roanoke, even though the expense was incurred by the City of Roanoke. The General Manager stated that the proposal submitted to the Board of Directors recommended that the STAR service be discontinued to the County of Roanoke, effective July 1, 1997, in order to provide an opportunity for the County of Roanoke to either increase the CORTRAN service, or to enter into an agreement with the City to subsidize the STAR service, and to allow the citizens who reside in the County of Roanoke that depend on the STAR service to prepare for the change. President Bowers further inquired as to the amount that is spent on providing the STAR service to Roanoke County residents; whereupon, Mr. Mancuso stated that the amount was approximately $35,000.00 annually. President Bowers raised the question as to whether the citizens of Roanoke were spending $26,000.00 to provide the STAR service to Roanoke County residents annually; whereupon, Mr. Mancuso responded in the affirmative. Mr. Trout asked if the amount was 70% of $35,000.00; whereupon, Mr. Mancuso stated that the percentage was correct. President Bowers raised the question as to why there were two services; i.e., STAR service provided by Valley Metro, and CORTRAN service provided by the County of Roanoke. The General Manager stated that several years ago, the County of Roanoke chose to provide a supplemental service, primarily for its senior citizens. 167 Without objection by the Board, the President requested that the matter be placed on the agenda for further discussion with the Roanoke County Board of Supervisors at the next quarterly meeting. Reverend Harris inquired if the basis for providing the STAR service to the Roanoke County residents was to comply with the Americans with Disabilities Act and to receive federal subsidized funds; whereupon, the General Manager stated that the statement was correct. Without further discussion, the motion to concur in the recommendation of the General Manager was seconded and unanimously adopted. Reports of Committees: MINUTES OF THE AUDIT COMMITTEE OF GREATER ROANOKE TRANSIT COMPANY HELD ON DECEMBER 16, 1996: Director William White, Sr., Chairperson of the Greater Roanoke Transit Company Audit Committee, submitted written minutes of the Audit Committee meeting held on Monday, December 16, 1996. (For full text, see minutes on file in the Secrstsry's Office.) With objection by the Board, the President advised that the minutes of the Audit Committee meeting held on Monday, December 16, 1996, would be received and filed. OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:55 p.m. APPROVED: David A. Bowers President ATTEST: Mary F. Parker Secretary 168 GREATER ROANOKE TRANSIT COMPANY January 21, 1997 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Tuesday, January 21, t997, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 2t5 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, John H. Parrott, Carroll E. Swain, James O. Trout, William White, Sr., Unda F. Wyatt and President David A. Bowers ............ 7. ABSENT: None. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Weikel, Assistant General Manager, Valley Metro. MINUTES: Upon acclamation by the President, the minutes of the regular meeting held on Monday, December t6, 1996, were approved. (For full text of minutes, see minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: VICE PRESIDENT OF OPERATIONS: APPROVAL OF FEES FOR RENEWAL OF MANAGEMENT AND OPERATIONS AGREEMENT: The Vice President of Operations submitted a written report advising that on January 24, 1994, the Board of Directors of GRTC authorized an agreement with ATE Management and Service Co., Inc., for the management and operation of the Greater Roanoke Transit Company; and the initial term of the agreement was for three years ending on March 1, 1997, and included the following fees: March 1994 -June 1995 July 1995 - June 1996 July 1996 - February 1997 $16,500 per month t6,995 per month 17,505 per month 169 It was further advised that the agreement also provided for two additional one-year renewal periods, at a mutually agreed upon management fee. It was stated that on November 4, 1996, the City's Mass Transit Liaison, Kit B. Kiser, was notified of Ryder/ATE, Inc., desire to renew its agreement for the two additional one-year periods, and had proposed the following fees: March 1997 -June 1997 July 1997 -June 1998 July 1998 - February 1999 $17,505 per month 18,380 per month 19,300 per month The City, in turn, counter proposed the fees aa follows: March 1997 - June 1997 July 1997 - June 1998 July 1998 - February 1999 $17,505 per month 18,240 per month 18,975 per month It was noted that on November 19, 1996, Ryder/ATE, Inc., agreed to the counter proposed fees. The Vice President of Operations recommended that the Board of Directors approve the counter proposed fees agreed upon, and renew the management and operations agreement with Ryder/ATE, Inc., for two additional one-year periods. (For full text, see report on file in the Secretery's Office.) Ms Wyatt offered the following resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE RENEWAL OF THE MANAGEMENT AND OPERATIONS AGREEMENT WITH RYDER/ATE, INC., FOR TWO ADDITIONAL ONE-YEAR PERIODS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company THAT: THE Vice President of Operations is hereby authorized to enter into a renewal of the management and operations agreement with Ryder/ATE, Inc., formerly known as ATE Management and Service Co., Inc., for two additional one-year periods. 170 The Board hereby approves the following renewal fees which have been agreed to by Ryder/ATE, Inc.: March 1997 through June 1997 July 1997 through June 1998 July 1998 through February 1999 $17,505 per month 18,240 per month 18,975 per month All as more fully set forth in the report to this Board dated January 21, 1997. Such renewal agreement shall be in such form as is approved by the General Counsel and shall contain such other terms and conditions as are agreeable to the Vice President of Operations. Adopted by the Board of Directors of Greater Roanoke Transit Company this 21et day of January t997. ATTEST: lei Mary F. Parker Secretary Ms. Wyatt moved that the Board of Directors adopt the resolution authorizing the renewal of the management and operations agreement with Ryder/ate, Inc., for two additional one-year periods.. The motion was seconded by Mr. Swain and adopted by the following vote: AYES: Directors Harris, Parrott, Swain, Trout, White, Wyatt, and President Bowers .................................................................. 7. NAYS: None ............................................................ ~. GENERALMANAGER: FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of November, 1997. (For full text, see Financial and Operating Report on file in the Secretary's Office.) With objection by the Board, the President advised that the Financial and Operating Report for the month of November, 1997, would be received and filed. 171 APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager submitted a written report advising that the annual operating budget is approved by the Board of Directors for the operation of the transit system; the Budget Review Committee has been established annually by appointment by the Board of Directors; and the fiscal year 1996-1997 Budget Review Committee consisted of the following members: William White, Sr., Board Member, Chairman John H. Parrott, Board Member W. Robert Herbert, Vice-President of Operations James D. Grisso, Treasurer The General Manager recommended that the Board of Directors appoint two members of the Board and two Officers of the Company to serve as the Budget Review Committee. (For full text, see report on file in the Secretary's Office.) Reverend Harris moved that the following persons be appointed to the Budget Review Committee: James O. Trout, Board Member John H. Parrott, Board Member W. Robert Herbert, Vice-President of Operations James D. Grisso, Treasurer The motion was seconded by Mr. Swain and unanimously adopted. FEDERAL TRANSIT ADMINISTRATION OPERATING ASSISTANCE AND COMMONWEALTH OF VIRGINIA ADMINISTRATIVE AND MAINTENANCE ASSISTANCE FOR FISCAL YEAR 1997-1998: The General Manager submitted a written report advising that financial assistance has been provided to Greater Roanoke Transit Company by the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation during previous fiscal years for certain operating, administrative, and maintenance expenses; Greater Roanoke Transit Company is eligible for $574,174.00 in operating assistance from the Federal Transit Administration during fiscal year 1997-1998, which amount represents a $380,500.00 decrease from the amount provided two years ago; additional decreases in Federal operating assistance are still expected in future years, and possibility still exists that such assistance could be completely eliminated by fiscal year 1999-2000; Greater Roanoke Transit Company is eligible for approximately $767,000.00 in administrative and maintenance assistance from the Commonwealth of Virginia Department of Rail and Public Transportation during 172 fiscal year 1997- 1998, which amount of assistance is approximately $45,000.00 less than the amount provided during the current fiscal year, although Greater Roanoke Transit Company may actually receive level funding if the State General Assembly once again provides supplemental funding for transit; and authorization to file applications for financial assistance from the Federal Transportation Administration and the Commonwealth of Virginia Department of Rail and Public Transportation is needed from the Greater Roanoke Transit Company Board of Directors. The General Manager recommended that he be authorized to file applications requesting the maximum operating assistance from the Federal Transportation Administration and the maximum administrative and maintenance assistance from the Commonwealth of Virginia Depa~b,,ent of Rail and Public Transportation for fiscal year 1997-t998; and be further authorized to accept and execute the necessary grant agreements in a form to be approved by Legal Counsel. (For full text, see report on file in the Secretary's Office.) Reverend Harris offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS AND THE ACCEPTANCE AND EXECUTION OF APPROPRIATE AGREEMENTS FOR OPERATING, ADMINISTRATIVE AND MAINTENANCE ASSISTANCE FOR FISCAL YEAR 1997-1998 WITH THE FEDERAL TRANSPORTATION ADMINISTRATION AND THE COMMONWEALTH OF VIRGINIA DEPARTMENT OF RAIL AND PUBLIC TRANSPORTATION, UPON CERTAIN TERMS AND CONDITIONS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the Company's General Manager and Secretary ara authorized to execute and attest, respectively, in form approved by General Counsel, appropriate applications requesting the maximum opareting and administrative and maintenance assistance from the Federal Transportation Administration end the Virginia Department of Rail and Public Transportation for fiscal year 1997-1998 and further to accept and execute the necessary grant agreements in form approved by General Counsel, all as more particularly set forth in the report of the General Manager to this Board dated January 21, 1997. 173 Adopted by the Board of Directors of Greater Roanoke Transit Company this 21st day of January 1997. ATTEST: ISl Mary F. Parker Secretary" Reverend Harris moved the adoption of the Resolution. The motion was seconded by Mr. Swain and adopted by the following vote: AYES: Directors Harris, Parrott, Swain, Trout, White, Wyatt, and President Bowers .......................................................................................... 7. NAYS: None .............................................................. 0. SPECIALIZED TRANSIT ARRANGED RIDES (STAR) SERVICE WITHIN THE COUNTY OF ROANOKE: The General Manager submitted a written report advising that the Greater Roanoke Transit Company has been providing its STAR service in all areas within .75 mile of its fixed route service; the City of Roanoke, the City of Salem, and the Town of Vinton have each subsidized the Greater Roanoke Transit Company for provision of said services; and however, the County of Roanoke has provided no such subsidy due to the fixed routs service within the County has been provided as a matter of convenience to the Greater Roanoke Transit Company, and until the implementation of the Americans with Disabilities Act, the expense of providing the STAR service within the County was not significant. The General Manager further advised that the expense of providing the STAR service within the County of Roanoke has increased dramatically while at the same time, the Greater Roanoke Transit Company's federal subsidies have declined; a request, along with information, was sent to the County of Roanoke in June 1996 as a result of the recent reductions in the Greater Roanoke Transit Company's federal subsidy funding; as stated in the request, the purpose was to receive the County's approval of an agreement to provide the STAR service within two limited areas of the County, and to have the Greater Roanoke Transit Company and the County begin to share appropriately the expense of said service; and to date, no formal response has been provided by the County of Roanoke. It was pointed out that the Greater Roanoke Transit Company's STAR service is provided in two limited areas of the County of Roanoke at an annual cost of $35,250.00, which is paid directly by the Greater Roanoke Transit Company, using the subsidy funding provided by the City of Roanoke and, to a lesser, extent, the City of Salem and the Town of Vinton. 174 The General Manager recommended that the Board of Directors of the Greater Roanoke Transit Company continue to provide the Greater Roanoke Transit Company STAR service in two limited areas of the County of Roanoke, and effective July 1, 1997, restrict riderahip to residents of the jurisdictions which subsidize the service. (For full text, see report on file in the Secretary's Office.) Mr. Mancuso advised that on January 15, 1997, the County of Roanoke notified the City that it would not subsidize the STAR service, but would increase its funding to expand the CORTRAN program, effective July 1, 1997. (For full text, see communications on file in the Secretary's Office.) Reverend Harris moved that the Board of Directors concur in the recommendation of the General Manager. The motion was seconded by Mr. Swain. President Bowers inquired if the General Manager's position was to continue to provide the STAR service to the County of Roanoke, even though the expense was incurred by the City of Roanoke. The General Manager stated that the proposal submitted to the Board of Directors recommended that the STAR service be discontinued to the County of Roanoke, effective July 1, 1997, in order to provide an opportunity for the County of Roanoke to either increase the CORTRAN service, or to enter into an agrosment with the City to subsidize the STAR service, and to allow the citizens who reside in the County of Roanoke that depend on the STAR service to prepare for the change. President Bowers further inquired as to the amount that is spent on providing the STAR service to Roanoke County residents; whereupon, Mr. Mancuso stated that the amount was approximately $35,000.00 annually. President Bowers raised the question as to whether the citizens of Roanoke were spending $26,000.00 to provide the STAR service to Roanoke County residents annually; whereupon, Mr. Mancuso responded in the affirmative. Mr. Trout asked if the amount was 70% of $35,000.00; whereupon, Mr. Mancuso stated that the percentage was correct. President Bowers raised the question as to why there were two services; i.e., STAR service provided by Valley Metro, and CORTRAN service provided by the County of Roanoke. The General Manager stated that several years ago, the County of Roanoke chose to provide a supplemental service, primarily for its senior citizens. 175 Without objection by the Board, the President requested that the matter be placed on the agenda for further discussion with the Roanoke County Board of Supervisors at the next quarterly meeting. Reverend Harris inquired if the basis for providing the STAR service to the Roanoke County residents was to comply with the Americans with Disabilities Act and to receive federal subsidized funds; whereupon, the General Manager stated that the statement was correct. Without further discussion, the motion to concur in the recommendation of the General Manager was seconded and unanimously adopted. Reports of Committees: MINUTES OF THE AUDIT COMMITTEE OF GREATER ROANOKE TRANSIT COMPANY HELD ON DECEMBER 16, 1996: Director William White, Sr., Chairperson of the Greater Roanoke Transit Company Audit Committee, submitted written minutes of the Audit Committee meeting held on Monday, December 16, 1996. (For full text~ see minutes on file in the Secretary's Office.) With objection by the Board, the President advised that the minutes of the Audit Committee meeting held on Monday, December 16, 1996, would be received and filed. OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at t :55 p.m. APPROVED: David A. Bowers President ATTEST: Mary F. Parker Secretary 176 GREATER ROANOKE TRANSIT COMPANY February t8, 1997 A regular meeting of the Board of Directors of the Greater Roanoke Trsnsit Company was called to order by the President, David A. Bowers, on Tuesday, February 18, 1997, at 1:45 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, John H. Parrott, James O. Trout, Linde F. Wyatt and President David A. Bowers ...................................... 5. ABSENT: Directors Carroll E. Swain and William White, Sr.- ..................... 2. Also present were W. Robert Herbert, Vice President of Operstions, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice President of Operations; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grieso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Stephen A. Mancuso, General Manager, Valley Metro; and Kathryn V. Weikel, Assistant General Manager, Valley Metro. MINUTES: Upon acclamation by the President, the minutes of the regular meeting held on Tuesday, January 21, 1997, were approved. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: RESIGNATION OF GENERAL MANAGER: A communication from Stephen A. Mancuso tendering his resignation as General Manager of the Greater Roanoke Transit Company, effective March 1, 1997, was before the Board. (For full text, see communication on file in the City Clerk's Office.) Without objection by the Board, the President advised that the communication would be received and filed, and that the resignation be accepted with regret. The President presented Mr. Mancuso with s Certificate of Appreciation and e Star City Emblem. He also presented Mrs. Mancuso with a Crystal Star. 177 APPOINTMENT OF GENERAL MANAGER: The General Manager submitted a report advising that the Board of Directors of Greater Roanoke Transit Company has contracted with Ryder/ATE, Inc., for the management and operation of Greater Roanoke Transit Company; Ryder/ATE, Inc., has provided GRTC with a General Manager subject to Board approval and an Assistant General Manager; all other personnel are employees of a subsidiary company, SVTMC, Inc.; Stephen A. Mancuso has served as General Manager of Greater Roanoke Transit Company since June 1986; Mr. Mancuso has resigned as General Manager, effective March 1, t997, in order to become the Transit Administrator for the Durham Area Transit Authority; Ryder/ATE, Inc., is proposing that Ms. Kathryn V. Weikel be appointed as the GRTC General Manager; and Ms. Weikel has served as the Assistant General Manager since November 1989. The General Manager recommended that Kathryn V. Weikel be appointed as the Greater Roanoke Transit Company General Manager, effective March 1, 1997. (For full text~ see report on file in the Secretary's Office.) Ms. Wyatt offered the following resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION APPROVING THE APPOINTMENT OF KATHRYN V. WEIKEL AS THE GENERAL MANAGER OF GREATER ROANOKE TRANSIT COMPANY EFFECTIVE MARCH 1, 1997. WHEREAS, Stephen A. Mancuso, current General Manager of the Greater Roanoke Transit Company (GRTC), is resigning from his position effective March 1, 1997; and WHEREAS, Ryder/ATE, Inc., who has contracted with GRTC for the management and operation of GRTC, has recommended the appointment of Kathryn V. Weikel as General Manager of GRTC. THEREFORE, BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the recommendation of Ryder/ATE, Inc., and the recommendation of the Vice-President of Operations set forth in his report to this Board dated February 18, 1997, that Kathryn V. Weikel be appointed aa General Manager of GRTC are hereby approved and Kathryn V. Weikel is hereby appointed General Manager of GRTC effective March 1, 1997. ATTEST: Secretary." 178 Ms. Wyatt moved the adoption of the Resolution. The motion was seconded by Mr. Trout and adopted by the following vote: AYES: Directors Harris, Parrott, Trout, Wyatt and President Bowere .......... 5. NAYS: None .................................................................... -0. (Directors Swain and White were absenL) MANAGEMENT LETTER: The General Manager submitted the Management Letter dated February 1997 advising that the Greater Roanoke Trsnsit Company will host a day-long training program designed to assist disabled persons switch from the STAR service to GRTC's regular route service; the STAR service operates much like a taxi service and is expensive to provide; however, no cost is associated with transporting an additional person on the regular route service; and management hopes the training program will help curtail the rising cost of the STAR service while at the same time increasing the independence of people with disabilities. It was further advised that the day-long progrsm will take place on April 17, 1997, at the Hotel Roanoke Conference Center; the Progrsm will be conducted and paid for in full by Project ACTION, which is administered by the National Easter Seal Society under a cooperative agreement with the Federal Transit Administration; in addition, the Virginia Department of Rail and Public Transportation has agreed to reimburse Greater Roanoke Transit Company for all costs associated with hosting the Program; GRTC is also working cooperatively with the Blue Ridge Independent Living Center to help identify and register people who, with the training, may be able to begin using the regular route service in lieu of the STAR service; and up to 50 pereons will be able to participate in the training program, with reservations to be taken on a first come, first serve basis. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of December 1996. (For full text, see Financial and Operating Report on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Report would be received and filed. 179 OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:55 p.m. APPROVED: David A. Bowers President ATTEST: , Mary F. Parker Secretary 180 GREATER ROANOKE TRANSIT COMPANY April 21, 1997 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, ApH121, 1997, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 2t5 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, John H. Parrott, Carroll E. Swain, William White, Sr., Linda F. Wyatt and President David A. Bowers ...................... 6. ABSENT: Director James O. Trout ..... Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; William X Parsons, Assistant General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Kathryn V. Weikel, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Upon acclamation by the President~ the minutes of the regular meeting held on Tuesday, February 18, 1997, were approved. (For full text of minutes, see minutes on file in the Secretary's Office.) PRESENTATIONS: Council Member Harris offered the following Resolution memorializing the late Zeb Grigg Poindexter: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION MEMORIALIZING THE LATE ZEB GRIGG POINDEXTER WHEREAS, the members of this Board have leamed, with sorrow, of the passing on February 14, 1997, of Zeb Grigg Poindexter; WHEREAS, Mr. Poindexter etarted driving streetcars for the Roanoke Railway and Electric Co., in 1942 after serving in the Army; 181 WHEREAS, Mr. Poindexter rose through the ranks at Valley Metro to become Director of Transportation, Safety and Personnel; WHEREAS, Mr. Poindexter retired from Valley Metro on July 28, 1989, with 47 years of service; and WHEREAS, this Board desires to take special note of the passing of this distinguished Roanoker. BE IT RESOLVED by the Board of the Greater Roanoke Transit Company as follows: 1. The Board adopts this means of recording its deepest regrets atthe passing ofZeb Grigg Poindexter, and extends to his wife, Mary H. Poindexter, his sons, John Thomas Poindexter of Roanoke, Timothy Francis Poindextar of Rocky Mount, and his daughter, Teresa P. Jones, of Roanoke, the sympathy of this Board and that of the citizens of this city. 2. The Secretary is directed to forward an attested copy of this resolution to Mrs. Mary H. Poindextar. ATTEST: Isl Mary F. Parker Mary F. Parker, Secretary" Mr. Harris moved the adoption of the Resolution memorializing the late Zeb Grigg Poindexter. The motion was seconded by Mr. Swain and adopted by the following vote: AYES: Directors Harris, Parrott, Swain, White, Wyatt and President Bowers ................................................................................... --6. NAYS: None ......................................................................... -0. (Director Trout was absent.) 182 GENERALMANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated April 21, 1997, advising that Mr. William E. Holdren, Jr., will be serving the Greater Roanoke Transit Company as the new Assistant Manager of Valley Metro; requesting suggestions from the Board of Directors with regard to changes in the format of the Financial and Operating Report in order to make the report more "user friendly"; and inviting the Officers and Directors of Greater Roanoke Transit Company to attend GRTC's annual roadeo competition, which will be held on Sunday, April 27, 1997, at the Roanoke Civic Center, with wirinere to participate in the State contest on July 27, 1997, in Norfolk, Virginia. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Reports for the months of January, February and March, t997. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Reports would be received and filed. AUTO LIABILITY: The General Manager submitted a written report advising that the auto liability and physical damage insurance coverage policy with Carolina Casualty Insurance Company expired on April 1, 1997, which coverage provided for losses up to the value of the rolling stock and $5.0 million for liability losses; that quotation for replacement insurance coverage was solicited from five insurance companies and received from two insurance companies; that replacement insurance coverage was purchased on March 25, 1997, contingent upon approval of the Greater Roanoke Transit Company Board of Directors, with Carolina Casualty which provided the lowest quotation for the coverage; that the previous annual premium for auto liability and physical damage insurance coverage was $184,275.00; and purchase of the replacement insurance coverage requires action by the Greater Roanoke Transit Company Board of Directors; whereupon, the General Manager recommended that the Board of Directors approve the purchase of auto liability and physical damage insurance coverage from Carolina Casualty Insurance Company. (For full text, see report on file in the Secretary's Office.) 183 Mr. Harris offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION APPROVING THE PURCHASE OF AUTO LIABILITY AND PHYSICAL DAMAGE INSURANCE COVERAGE FOR THE COMPANY FROM CAROLINA CASUALTY INSURANCE COMPANY UPON CERTAIN TERMS AND CONDITIONS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the purchase of auto liability and physical damage insurance coverage from Carolina Casualty Insurance Company for $170,353.00 as more particularly set forth in the report to this Board dated April 21, 1997, is hereby approved and the General Manager is authorized to execute in form approved by General Counsel documentation as is necessary to provide for the placement of such coverage. ATI'EST: Isl Mary F. Parker Mary F. Parker, Secretary" Mr. Harris moved that the Board of Directors adopt the Resolution authorizing the purchase of auto liability and physical damage insurance coverage from Carolina Casualty Insurance Company. The motion was seconded by Mr. Swain and adopted by the following vote: AYES: Directors Harris, Parrott, Swain, White, Wyatt and President Bowers--6. NAYS: None .......................................................................... ~. (Director Trout was absent.) EXTERNAL AUDITING SERVICES: The General Manager submitted a written report advising that in prior years, the Greater Roanoke Transit Company's external audit work has been performed as part of the City of Roanoke's audit; separate financial reports have been prepared for GRTC, which remitted payment for its share of the audit work; in compliance with applicable contracting guidelines, the City has 184 selected KPMG Peat Marwick as its external auditor for a contract period of four years, commencing with the audit for fiscal year 1997 and continuing through fiscal year 2000; Greater Roanoke Transit Company's share of the proposed contract for external audit services for fiscal year 1997 through fiscal year 2000 is aa follows: Fiscal Year 1997 Fiscal Year 1998 Fiscal Year 1999 Fiscal Year 2000 Total $10,000.00 11,t50.00 1t,550.00 $45,550.00 It was further advised that the abovelisted fees were negotiated with KPMG Peat Marwick as part of the full City audit, with the condition that in the event Greater Roanoke Transit Company does not continue to manage and operate the City's parking facilities, the fees will be reduced by $1,500.00 per year; GRTC has received notice from the Municipal Auditor of the need for an individual contract been Greater Roanoke Transit Company and KPMG Peat Marwick for the contracted audit work, which notice was the result of a recommendation from the City Attorney that each organization (Roanoke City, Roanoke City Public Schools, Fifth District Employment and Training Consortium, and Greater Roanoke Transit Company) enter into separate contracts rather than each being included in one overall contract. The General Manager recommended she be authorized to execute a contract between Greater Roanoke Transit Company and KPMG Peat Marwick for audit services for the period fiscal year 1997 through fiscal year 2000. (For full text, see report on file in the City Clerk's Office.) Mr. Harris offered the following Resolution: BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE EXECUTION OF A CONTRACT BETWEEN THE GREATER ROANOKE TRANSIT COMPANY AND KPMG PEAT MARWICK LLP FOR AUDIT SERVICES FOR THE PERIOD OF FISCAL YEAR 1997 THROUGH FISCAL YEAR 2000. 185 BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that Kathryn V. Weikel, as General Manager of GRTC, is authorized to execute in a form approved by General Counsel a contract with KPMG Peat Marwick LLP for audit services for the period of fiscal year 1997 through fiscal year 2000 in an amount not to exceed a total of $45,550.00 for the four year period of time, and upon certain other terms and conditions as more fully set out in the report to this Board dated April 21, 1997. ATTEST: Isl Mary F. Parker Mary F. Parker, Secretary" Mr. Harris moved that the Board of Directors adopt the Resolution authorizing execution of a contract with KPMG Peat Marwick for audit services for the period of fiscal year 1997 through fiscal year 2000. The motion was seconded by Mr. Swain and adopted by the following vote: AYES: Directors Harris, Parrott, Swain, White, Wyatt and President Bowers--6. NAYS: None ...................................................................... 0. (Director Trout was absent.) REPORTS OF COMMITTEES: FISCAL YEAR 1997-98 OPERATING BUDGET: The Budget Review Committee submitted a written report with regard to the fiscal year 1997-98 operating budget, advising that the Board of Directors appointed the Budget Review Committee on January 21, 1997, to review the General Manager's proposed operating budget and provide a report of recommendation to the Board; and the Committee met on March 25, 1997, and April 7, 1997, to review the operating budget and make certain changes. It was further advised that the subsidy provided by the City of Roanoke for the current operating budget is $833,628.00; as a result of increased State funding subsequent to preparation of the fiscal year 1996-97 budget, Greater Roanoke Transit Company expects to request only $773,628.00 of the amount budgeted; the difference of $60,000.00 will be used to cover increased parking expenses within the 186 Transportation Fund budget; the subsidy provided by the City of Roanoke for the fiscal year 1997-98 operating budget is requested at $859,211..00, which is an increase of $25,583.00 over the current subsidy; Federal fund,ng is expected to remain at the current level of $574,147.00, with State funding expected to increase more than 15 per cent to $1,003,106.00; and the recommended operating budget calls for the following: Continued transit and parking service at the same level of service that is currently provided. No transit fare increase. No parking rate increase. Increased operating budget expense of only 5.84 percent. The Budget Review Committee recommended approval of Greater Roanoke Transit Company's fiscal year 1997-98 operating budget as submitted. (For full text, see report on file in the Secretary's Office). Mr. Parrott moved that the Board of Directors concur in the recommendation of the Budget Review Committee to approve the Greater Roanoke Transit Company's fiscal year 1997-98 operating budget. The motion was seconded by Mr. Swain and adopted. OTHER BUSINESS: The General Manager introduced Mr. William E. Holdren, Jr., the new Assistant General Manager of Valley Metro. There being no further business, the President declared the meeting adjourned at 1:45 p.m. APPROVED: David A. Bowers President ATTEST:. Mary F. Parker Secretary 187 GREATER ROANOKE TRANSIT COMPANY June 2, 1997 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President David A. Bowers on Monday, June 2, 1997, at 5:05 p.m., in the Roanoke City Council Chamber, fourth floor, Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the President of the Corporation. PRESENT: Directors C. Nelson Harris, John H. Parrott, Carroll E. Swain, James O. Trout, William White, Sr., Linda F. Wyatt and President David A. Bowers ............................................................................................ 7. ABSENT: None ..................................................................................... 0. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Michael R. Crew, Manager of Accounting Services, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Kathryn V. Weikel, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager. PRESIDENT: The President advised that the purpose of the meeting was to schedule the Annual Meeting of the Stockholders of the Greater Roanoke Transit Company. Mr. Parrott moved that the Annual Meeting of the Stockholders of the Greater Roanoke Transit Company be held on Monday, June 16, 1997, immediately following adjournment of the regular meeting of the Greater Roanoke Transit Company Board of Directors which is scheduled to convene at 1:30 p.m., in the City Council Chamber. The motion was seconded by Mr. Swain and adopted by the following vote: AYES: Directors Harris, Parrott, Swain, Trout, White, Wyatt and President Bowers .......................................................................................... 7. NAYS: None ....................................................................................... 0. 188 Thers being no further business, the President declared the special meeting adjourned at 5:10 p.m. APPROVED: ATTEST: David A. Bowers Mary F. Parker President Secretary 189 GREATER ROANOKE TRANSIT COMPANY June 16, 1997 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, June 16, 1997, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, John H. Parrott, Carroll E. Swain, James O. Trout, William White, Sr., and President David A. Bowers .................... 6. ABSENT: Director Linda F. Wyatt ........................................................... 1. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Kathryn V. Weikel, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Upon acclamation by the President, the minutes of the regular meeting held on Monday, April 21, 1997, were approved. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated June 16, 1997, advising that the Greater Roanoke Transit Company hosted its annual "bus roadeo" competition on Sunday, April 27, 1997, at the Roanoke Civic Center; fifteen employees participated in the contest, which included driving a 35-foot Gillig bus through a timed obstacle course; employees and volunteers served as judges, the company provided a buffet lunch for all attendees; and a very positive article covering the event appeared in the Monday, April 28, 1997 edition of The Roanoke Times. It was further advised that while all of the contestants are "winners", Mr. Jimmy Carter (Operator) finished in first place, Mr. Steve Fisher (Mechanic) finished in second place, Mr. Victor Thompson (Operator) finished in third place, and Mr. Nell Hartwell (Operator) finished in fourth place; the top four finishers received nominal 190 cash prizes; and Greater Roanoke Transit Company will be sending a team of four operators and three mechanics to the annual State competitions on July 27, 1997, in Norfolk, Virginia, which events are sponsored by the Virginia Department of Rail and Public Transportation and the Virginia Transit Association. It was explained that Greater Roanoke Transit Company has received approval from the Federal Transit Administration and the Virginia Department of Rail and Public Transportation to utilize funds remaining in a capital grant to perform much needed repairs to its Campbell Court and Administrative facilities; exterior painting, parking deck repairs, concrete work, and new lighting are the major items scheduled; no new local funding is required; and the grant originally was obtained to purchase 18 replacement buses (completed in 1994) and to retro-fit five 1988 model buses with wheelchair lifts. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of April, 1997. (For full text, see Financial and Operating Report on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Report would be received and filed. CAMPBELL COURT TRANSPORTATION CENTER: The General Manager submitted a written report advising that on December 11, 1995, the Greater Roanoke Transit Company Board of Directors authorized execution of a lease agreement with Tito A. Vinces, sole proprietor of Primavera Italian Restaurant, which lease provided for the operation of a restaurant in a 3,060 square foot space on the first level of the Campbell Court Transportation Center for a term of five years, which lease agreement was executed in March, 1996, and the lessee began renovations to the existing space immediately thereafter; due to various delays in the availability of equipment and contractors, the opening of the restaurant operations was delayed until February, 1997; upon mutual verbal agreement between Mr. Vinces and Greater Roanoke Transit Company, no rent was remitted during the renovation period; inasmuch as no other parties were interested in the space during the time period, no revenue was "lost" in accommodating the delays of the lessee; the lessee has 191 requested that the lease be amended to reflect the recent incorporation of the business; Mr. Vinces has provided documentation from the State Corporation Commission in the form of a Certificate of Incorporation for Vinces Enterprises, Inc., dated January 31, 1997; and in addition to the assignment of the lease to the corporation, Mr. Vinces will remain personally responsible for the lease. It was further advised that the original lease requires an amendment to reflect the actual date of occupancy, February 17, 1997, to revise the term of the lease so that the five-year period will start on February 17, 1997, instead of June 1, 1996, to revise the rent payment schedule, and to include the current business organization of the lessee, as follows: A copy of revised rent schedule (Exhibit B-l) is attached to the General Manager's report; The total revenue to Greater Roanoke Transit Company from the lease remains the same inasmuch as the change in the effective data extands the lease by the same time period; and All other terms and conditions of the agreement remain unchanged. The General Manager recommended that the Board of Directors authorize an amendment to the current lease agreement with Tito A. Vinces, sole proprietor of the Primavera Italian Restaurant, to reflect the actual date of occupancy, February 17, 1997, to revise the term of the lease so that the five-year period will start on February 17, 1997, instaad of June 1, 1996, to revise the rent payment schedule, and to include the current business organization of the lessee, which amendment is to be approved as to form by the General Counsel. (For full text, see the report on file in the Secretary's Office.) Mr. Harris offered the following Resolution: ,* "BOARD OF DIRECTORS OF GRF~TER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING EXECUTION OF AN AMENDMENT TO A LEASE AGREEMENT DATED MARCH 29, 1996, AMONG THE GREATER ROANOKE TRANSIT COMPANY, TITO A. VlNCES, SOLE PROPRIETOR, d/bla PRIMAVERA ITALIAN RESTAURANT, AND VlNCES ENTERPRISES, INC. d/bla PRIMAVERA ITALIAN RESTAURANT. 192 BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company ("GRTC") that the General Manager is authorized to execute for and on behalf of GRTC, upon form approved by the General Counsel, an amendment to a lease agreement dated March 29, 1996, among GRTC, Tito A. Vinces, sole proprietor, dlbla Primavera Italian Restaurant, and Vinces Enterprises, Inc., dlb/a Primavera Italian Restaurant, which provides for GRTC's consent of the assignment of the original lease agreement from Tito A. Vinces to Vinces Enterprises, Inc., a revision of the term of the lease to start on February 17, 1997, instead of June 1, t996, a revision of the rent payment schedule to reflect the revision of the term of the lease, and upon certain other terms and conditions as more fully set out in the report to this Board dated June 16, 1997. ATTEST: Isl Mary F. Parker Mary F~ Parker, Secretary" Mr. Harris moved that the Board of Directors adopt the Resolution authorizing execution of an amendment to a lease agreement, dated March 29, 1996, among the Greater Roanoke Transit Company, Tito A. Vinces, sole proprietor, dlbla Primavera Italian Restaurant, and Vinces Enterprises, Inc., dlbl Primavera Italian Restaurant. The motion was seconded by Mr. Swain and adopted by the following vote: AYES: Directors Harris, Parrott, Swain, Trout, White and President Bowers--6. NAYS: None ......................................................................................... 0. (Director Wyatt was absent.) OTHER BUSINESS: Claire G. English, Employment Specialist, Goodwill Industries, appeared before the Board and requested that Valley Metro participate in a Citizens Transportation Advisory Committee of key stakeholders regarding transportation issues and creative solutions to transportation challenges in the Roanoke Valley. Without objection by the Board, the President referred the request to the General Manager for report to the Board of Directors. 193 There being no further business, the President declared the meeting adjourned at 1:40 p.m. APPROVED: President ATTEST: Mary F. Parker Secretary 194 GREATER ROANOKE TRANSIT COMPANY August 4, 1997 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the Vice-President, Linda F. Wyatt, on Monday, August 4, 1997, at 1:45 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, John H. Parrott, Carroll E. Swain, James O. Trout, William White, Sr., and Vice-President Linda F. Wyatt ............... 6. ABSENT: President David A. Bowers ..................................................... 1. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Grsater Roanoke Transit Company; Kathryn V. Weikel, General Manager, Valley Metro; and William E. Holdrsn, Jr., Assistant General Manager, Valley Metro. MINUTES: Mr. Trout moved that the reading of the minutes of the special meeting held on Monday, June 2, 1997, and the regular meeting held on Monday, June 16, 1997, be dispensed with, and that the minutes be approved as recorded. The motion was seconded by Mr. Harris and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated August 4, 1997, advising that Valley Metro's Bus Operator and Maintenance teams have earned the combined "Best Transit Property" trophy at the Ninth Annual Virginia State Transit Roadeo; sponsored by the Virginia Department of Rail and Public Transportation and the Virginia Transit Association, the competitions were held in Norfolk, Virginia, during the weekend of July 26 and 27, 1997; Operator James Carter received top honors by winning first place in the 35- foot bus driving competition and the best "Overall Operator" for the fourth year in a row; Mr. Carter will represent the State in the international driving competition to be held in Chicago later this year; other operators participating from Valley Metro included Nathanial Craig, Ricky Joseph, and Robert Broughman; and the 195 Maintenance team, composed of Steve Fisher, Wayne Thompson, and Doug Agee, achieved top honors in the rigorous transit bus maintenance competition, and will represent Virginia in the international maintenance competition, which will be held in Nashville. It was further advised that Greater Roanoke Transit Company has been utilizing "left over" capital grants from the Federal Transit Administration and the Virginia Department of Rail and Public Transportation to perform much needed repairs to Campbell Court and Administrative facilities; exterior painting and concrete repairs have been completed at Campbell Court, with parking deck repairs, "bird-proofing," and new lighting scheduled for the next few weeks; new tile and carpet are being installed at the Administrative facility, with exterior pressure washing and painting scheduled in August; and the funds remained after the last bus purchase, and required no new matching local funds. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the Vice-President advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Reports for the months of May and June, 1997. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objection by the Board, the Vice-President advised that the Financial and Operating Reports would be received and filed. There being no further business, the Vice-President declared the meeting adjourned at 1:50 p.m. APPROVED: ~ /Vice-President ATTEST: Mary F. Parker Secretary 196 GREATER ROANOKE TRANSIT COMPANY September 22, 1997 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, September 22, t997, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Chumh Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Carroll E. Swain, James O. Trout, William White, Sr., Linda F. Wyatt and President David A. Bowers ................................................. 5. ABSENT: Directors C. Nelson Harris and John H. Parrott ........................ 2. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., as Assistant Vice-President of Operations; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Sandra H. Eakin, Assistant Secretary, Greater Roanoke Transit Company; and Kathryn V. Weikel, General Manager, Valley Metro. MINUTES: Without objection by the Board, President advised that the minutes of the regular meeting held on Monday, August 4, 1997, would be received and filed. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated September 22, 1997, advising that beginning with the month of July, 1997, the financial and operating reports for the Greater Roanoke Transit Company have been presented in a new format; the change was made in an effort to simplify the reports and to make the financial etetemente more meaningful; the Operating Statistics page summarizes several performance indicators, both for the previous 12 months' average and the current month; any variances +/- five per cent will be explained on the Variance Report page; the Financial Steteemente page summarizes the actual year-to-date incomes and expenses, the annual budget, and the per cent of the budget expended year-to-date; and the new format allows for an overview of the Company's financial position during the accounting cycle, rather than comparing one-twelfth of the budget to any single month's incomes and expenses. 197 It was further advised that the Southwestern Virginia Transit Management Co., Inc. (SVTMC), the employer for Valley Metro, and the Amalgamated Transit Union (ATU) Local 1493 have reached an agreement for a new two-year labor contract, retroactive to July 1, 1997; as a result of the recent THgon de-mutualization, SVTMC has received 7,089 shares of Trigon Healthcare, Inc. stock; with the concurrence of SVTMC's parent company, Ryder Systems, Inc., SVTMC has coordinated with the City of Roanoke Treasurer's Office to handle the selling of the stock jointly with the City's stock; and proceeds will be used to offset future increases in health insurance premiums. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Reports for the months of July and August, 1997. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Reports would be received and filed. SECRETARY: ELECTION OF OFFICERS: The Secretary presented a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as it may deem proper to serve for a term of one year each commencing upon the date of their election and until their respective successors are elected and qualify. (For full text, see report on file in the Secretary's Office.) Mr. Trout placed in nomination the names of David A. Bowers as President; Linda F. Wyatt as Vice-President; W. Robert Herbert as Vice-President of Operations; James D. Ritchie, Sr., as Assistant Vice-President of Operations; Mary F. Parker as Secretary; Sandra H. Eakin as Assistant Secretary; James D. Grisso as Treasurer; Jesse A. Hall as Assistant Treasurer; and Wilburn C. Dibling, Jr., as Registered Agent. 198 There being no further nominations, Mr. Trout moved that the abovenamed persons be reelected as officers of the Greater Roanoke Transit Company for terms of one year each commencing upon the date of their reelection and until their respective successors have been duly elected and shall have duly qualified. The motion was seconded by Mr. Swain and adopted by the following vote: AYES: Directors Swain, Trout, White, Wyatt and President Bowers ..... 5. NAYS: None ......................................................................... 0. (Directors Harris and Parrott were absent.) There being no further business, the adjourned at 1:37 p.m. APPROVED: David A. Bowers President President declared the meeting ATTEST: Sandra H. Eakin Assistant Secretary 199 GREATER ROANOKE TRANSIT COMPANY October 22, 1997 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Wednesday, October 22, 1997, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, John H. Parrott, Carroll E. Swain, James O. Trout, Linda F. Wyatt and President David A. Bowers ......................... 6. ABSENT: Director William White, Sr.- .................................................... 1. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice-President of Operations; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; Kathryn V. Weikel, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, the President advised that the minutes of the regular meeting held on Monday, September 22, 1997, would be received and filed. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated October 22, 1997, advising that on June 16, 1997, Ms. Claire English, Employment Specialist, Goodwill Industries, appeared before the Board of Directors and requested that Valley Metro participate in a transportation advisory committee of key stakeholders to address transportation issues in the Roanoke Valley; since that time, Management has met with Ms. English individually; and as a result, Management has participated in the development of a group of professionals interested in the improvement of local transportation options. It was further advised that the group, which has been named the Roanoke Area Network for Transportation ("RANT"), is comprised of representatives from the 200 Fifth Planning District Commission, Council of Community Services, Departments of Social Services from both Roanoke City and Roanoke County, Blue Ridge Independent Living Center, Total Action Against Poverty, League of Older Americans, Goodwill Industries, Valley Metro, Unified Human Services Transportation Systems (RADAR), Yellow Cab Company, and Fair Housing Board; the Roanoke Area Network for Transportation is a diverse group which has been meeting on a monthly basis to discuss the transportation element of such issues as welfare reform requirements, elderly safety concerns, disabled work and medical needs, and the overall need for coordination and cooperation between the various jurisdictions in the Valley; Karen Michalski, Director, Blue Ridge Independent Living Center, serves as Chair of the committee; and the Greater Roanoke Transit Company has volunteered the use of its conference room as meeting space. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of September, 1997. (For full text, see Financial and Operating Report on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Report would be received and filed. LEASE OF TIRES FOR VALLEY METRO BUSES: The General Manager submitted a written report advising that Greater Roanoke Transit Company has always leased tires because leasing tires is cheaper than buying tires; that by leasing tires, Greater Roanoke Transit Compeny's tire inventory costs have been kept to a minimum and tire disposal costs have been non-existent; and these savings, along with mileage lease rates that have been competitive with the operating cost per mile associated with purchased tires, are the factors that have made it cheaper to lease tires. Itwas further advised that in September 1992, the Board of Directors awarded the most recent five year tire lease agreement to Bridgestone/Firestone, Inc., which lease agreement was written to expire on September 30, 1997, and was extended to October 31, 1997, in order to allow sufficient time to obtain and evaluate new bids; that bids for the lease of fires and a new five year lease agreement were solicited by formal advertisement; and two bids were received from Bridgestone/Firestone, Inc., and The Goodyear Tire and Rubber Company, Inc. 201 It was explained that action by the Board of Directors is needed to award a tire lease bid and to authorize execution of the appropriate tire lease agreement. The General Manager recommended that the Board of Directors award the tire lease bid to the Iow bidder, Bridgestone/Firestone, Inc., and that he be authorized to execute the appropriate tire lease agreement, in a form to be approved by General Counsel. (For full text, see report on file in the Secretary's Office.) Mr. Trout offersd the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION ACCEPTING THE BID OF BRIDGESTONE/FIRESTONE, INC., FOR THE LEASE OF TIRES UPON CERTAIN TERMS AND CONDITIONS BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: 1. The bid of Bridgestone/Firestone, Inc., meeting all of the Company's specifications and requirements for the lease of tires for the total bid price of $148,317, which bid is on file in the Office of the Company's General Manager, is hereby accepted and the Company's General Manager or Assistant General Manager and Secretary are hereby authorized to execute and attest, respectively, in form approved by General Counsel, an appropriate Lease Agreement incorporating the Company's specifications and such other terms and conditions as are deemed necessary and as more particularly set forth in the report to this Board dated October 22, 1997. 2. Any and all other bids made to the Company for the lease of tires are hereby rejected and the Company's secretary is directed to notify each such bidder and to express the Company's appreciation for the bid. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers Mary F. Parker President Secretary" 202 Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Swain and adopted by the following vote: AYES: Directom Harris, Parrott, Swain, Trout, Wyatt and President Bowem ....................................................................................................... 6. NAYS: None ........................................................................................ 0. ACTS OF ACKNOWLEDGEMENT: The President presented a crystal star to Kathryn V. Weikel who resigned as General Manager of Valley Metro, effective October 31, 1997. There being no further business, the President declared the meeting adjourned at 1:39 p.m. APPROVED: President ATTEST: Mary F. Parker Secretary 203 GREATER ROANOKE TRANSIT COMPANY January20,1998 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Tuesday, January 29, 1998, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, John H. Parrott, Carroll E. Swain, James O. Trout, William White, Sr., Linda F. Wyatt and President David A. Bowers ............................................................................................ 7. ABSENT: None ..................................................................................... 0. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice-President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; Gary E. Tegenkamp, Assistant General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Sandra H. Eakin, Assistant Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, the President advised that the minutes of the regular meeting held on Wednesday, October 22, 1997, would be received and filed. (For full text of minutes, see minutes on file in the Secretary's Office.) VICE-PRESIDENT OF OPERATIONS: APPOINTMENT OF NEW GENERAL MANAGER: The Vice-President of Operations submitted a written report advising that the Board of Directors has contracted with Ryder/ATE, Inc., for the management and operation of the Greater Roanoke Transit Company; Ryder/ATE, Inc., has provided GRTC with a General Manager subject to Board approval and an Assistant General Manager; and all other personnel are employees of the subsidiary company, SVTMC, Inc. It was further advised that Kathryn V. Weikel resigned as General Manager, effective October 31, 1997; William E. Holdren, Jr., the Assistant General Manager, has acted as interim General Manager since that date; the City and Ryder/ATE, Inc., have agreed that upon Board approval, David A. Morgan will replace Ms. Weikel as 204 General Manager; Mr. Morgan has been on site since December 1, 1997; and Ryder/ATE, Inc., proposes that David A. Morgan be appointed as the Greater Roanoke Transit Company General Manager. The Vice-President of Operations recommended that the Board of Directors approve the appointment of David A. Morgan as General Manager of the Greater Roanoke Transit Company, effective immediately. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION APPROVING THE APPOINTMENT OF DAVID A. MORGAN AS THE GENERAL MANAGER OF GREATER ROANOKE TRANSIT COMPANY EFFECTIVE IMMEDIATELY. WHEREAS, Kathryn V. Weikel, former General Manager of the Greater Roanoke Transit Company (GRTC), resigned from her position effective October 31, 1997; and WHEREAS, Ryder/ATE, Inc., who has contracted with GRTC for the management and operation of GRTC, has recommended the appointment of David A. Morgan as General Manager of GRTC. THEREFORE, BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the recommendation of Ryder/ATE, Inc., and the recommendation of the Vice-President of Operations set forth in his report to this Board dated January 20, 1998, that David A. Morgan be appointed as General Manager of GRTC are hereby approved and David A. Morgan is hereby appointed General Manager of GRTC effective immediately. APPROVED: ATTEST: S/David A. Bowers SlSandra H. Eakin David A. Bowers President Sandra H. Eakin Assistant Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Swain and adopted by the following vote: 205 AYES: Directors Harris, Parrott, Swain, Trout, White, Wyatt and President Bowers .......................................................................................... 7. NAYS: None ......................................................................................... 0. GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated January 20, 1998, advising that effective January 1, 1998, the Town of Vinton has requested that Valley Metro reduce service within their jurisdictional boundary; reduction in service will achieve the Town's goal to reduce the amount of funds expended on bus service; by eliminating the peak hour service, the Town of Vinton will realize savings of approximately $8,000.00 per year; and Greater Roanoke Transit Company does not anticipate the reduction in revenue from Vinton to affect the fiscal year 1998 budget. It was further advised that the peak service diverted from the Town of Vinton has been rerouted to expand service in the southeast Roanoke area, which expansion of service is anticipated to increase ridership as additional commercial and residential areas will have access to public transportation; and, in addition, a reduction in revenue miles traveled is expected, which will reduce operating costs. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Reports for the months of October and November, 1997. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Reports would be received and filed. APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager submitted a written report advising that the annual operating budget is approved by the Board of Directors for the operation of the transit system; the Budget Review Committee has been established annually by appointment by the Board of Directors; and the fiscal year 1997-1998 Budget Review Committee consisted of the following members: 206 James O. Trout, Board Member John H. Parrott, Board Member W. Robert Herbert, Vice-President of Operations James D. Grisso, Treasurer The General Manager recommended that the Board of Directors appoint two members of the Board and two Officers of the Company to serve as the Budget Review Committee. (For full text, see report on file in the Secretary's Office.) Ms. Wyatt moved that the following persons be appointed to the Budget Review Committee: C. Nelson Harris, Board Member John H. Parrott, Board Member W. Robert Herbert, Vice-President of Operations James D. Grisso, Treasurer The motion was seconded by Mr. Swain and unanimously adopted. FEDERAL TRANSIT ADMINISTRATION OPERATING ASSISTANCE AND COMMONWEALTH OF VIRGINIA ADMINISTRATIVE AND MAINTENANCE ASSISTANCE FOR FISCAL YEAR 1998-1999: The General Manager submitted a written report advising that financial assistance has been provided to Greater Roanoke Transit Company by the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation during previous fiscal years for certain operating, administrative, and maintenance expenses; Greater Roanoke Transit Company is eligible for $708,455.00 in operating assistance from the Federal Transit Administration during fiscal year 1998-1999, which amount represents a $134,455.00 increase from the amount provided for the current fiscal year; Greater Roanoke Transit Company is eligible for approximately $1,031,000.00 in operating assistance from the Commonwealth of Virginia Department of Rail and Public Transportation; and authorization to file applications for financial assistance from the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation is needed from the Greater Roanoke Transit Company Board of Directors. The General Manager recommended that he be authorized to file applications requesting the maximum operating assistance from the Federal Transit Administration and the maximum administrative and maintenance assistance from 207 the Commonwealth of Virginia Department of Rail and Public Transportation for fiscal year 1998-1999; and be further authorized to accept and execute the necessary grant agreements in a form to be approved by Legal Counsel. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS AND THE ACCEPTANCE AND EXECUTION OF APPROPRIATE AGREEMENTS FOR OPERATING, ADMINISTRATIVE AND MAINTENANCE ASSISTANCE FOR FISCAL YEAR 1998-1999 WITH THE FEDERAL TRANSIT ADMINISTRATION AND THE COMMONWEALTH OF VIRGINIA DEPARTMENT OF RAIL AND PUBLIC TRANSPORTATION UPON CERTAIN TERMS AND CONDITIONS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the Company's General Manager and Secretary are authorized to execute and attest, respectively, in form approved by General Counsel, appropriate applications requesting the maximum operating and administrative and maintenance assistance from the Federal Transit Administration and the Virginia Department of Rail and Public Transportation for fiscal year 1998-t999 and further to accept and execute the necessary grant agreements in form approved by General Counsel, all as more particularly set forth in the report of the General Manager to this Board dated January 20, 1998. Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Harris and adopted by the following vote: AYES: Directors Harris, Parrott, Swain, Trout, White, Wyatt and President Bowers .......................................................................................... 7. NAYS: None ......................................................................................... 0. APPROVED: ATTEST: S/David A. Bowers SlSandra H. Eakin David A. Bowers Sandra H. Eakin President Assistant Secretary" 208 REPORTS OF COMMITTEES: MINUTES OF THE AUDIT COMMITTEE OF GREATER ROANOKE TRANSIT COMPANY HELD ON DECEMBER 1, 1997: Director William White, Sr., Chairperson of the Greater Roanoke Transit Company Audit Committee, submitted written minutes of the Audit Committee meeting held on Monday, December 1, 1997. (For full text, see minutes on file in the Secretary's Office.) Mr. White moved that the minutes of the Audit Committee meeting held on Monday, December 1, 1997, be received and filed. The motion was seconded by Mr. Harris and unanimously adopted. OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:44 p.m. APPROVED: ATTEST: David A. Bowers President Sandra H. Eakin Assistant Secretary 209 GREATER ROANOKE TRANSIT COMPANY March 16,1998 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, March 16, 1998, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, John H. Parrott, Carroll E. Swain, James O. Trout, William White, Sr., Linda F. Wyatt and President David A. Bowers ............................................................................................ 7. ABSENT: None ..................................................................................... 0. OFFICERS PRESENT: W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice-President of Operations, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; William X Parsons, Assistant General Counsel, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, the President advised that the minutes of the regular meeting held on Tuesday, January 20, 1998, would be approved upon acclimation of the Chair. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated March 16, 1998. He advised that the GRTC's fiscal year 1998-99 budget has been prepared and will be presented to the Budget Committee during the month of March; and it is anticipated that the Budget Committee will complete its work by the end of March, and the recommended budget will be presented to the Board of Directors during its regularly scheduled April meeting. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Reports for the months of December, 1997 and 210 January, 1998. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objecfion by the Board, the President advised that the Financial and Operating Reports would be received and filed. CAMPBELL COURT TRANSPORTATION CENTER LEASE AGREEMENT- ENVIRONMENTAL CHEMICAL ASSOCIATES INCORPORATED (ECA): The General Manager submitted a written report advising that the existing lease between GRTC and Environmental Chemical Associates, Incorporated, (ECA) which became effecfive on March 1, 1995, expired on February 28, 1998; ECA recently indicated its interest to renew, on a year to year basis, its lease for the existing space on the third floor of the Campbell Court Transportation Center; GRTC staff negotiated a two year lease with three one year options and other specifics; and execution of the proposed lease agreement requires authorization by the Board of Directors. The General Manager recommended that the Board of Directors authorize execution by the General Manager of a lease agreement, effective March 1, 1998, between Environmental Chemical Associates, Inc., and GRTC in a form to be approved by legal counsel. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: "A RESOLUTION AUTHORIZING EXECUTION OF A LEASE AGREEMENT FOR SPACE IN THE CAMPBELL COURT TRANSPORTATION CENTER. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the General Manager is authorized to execute for and on behalf of GRTC, upon form approved by the General Counsel, a lease with Environmental Chemical Associates, Incorporated, effective Mamh 1, 1998, for certain space in the Company's Campbell Court Transportation Center for a business office for a 2-year term, with the option of three l-year renewals, upon certain terms and conditions as more fully set out in the report to this Board dated March 16, 1998/' Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Harris and adopted by the following vote: AYES: Directors Harris, Parrott, Swain, Trout, White, Wyatt and President Bowers .......................................................................................... 7. NAYS: None ......................................................................................... 0. 211 OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:35 p.m. APPROVED: David A. Bo~ers President ATTEST: Mary F. Parker Secretary 212 GREATER ROANOKE TRANSIT COMPANY April 20, 1998 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, April 20, 1998, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, John H. Parrott, Carroll E. Swain, James O. Trout, Linda F. Wyatt and President David A. Bowers ........................... 6. ABSENT: Director William White, Sr.- ................................................. 1. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Sr., Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Upon acclamation by the President, the minutes of the regular meeting held on Monday, March 16, 1998, were approved. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated April 20, 1998, inviting the Officers and Directors of Greater Roanoke Transit Company to attend and participate in GRTC's annual roadeo competition, which will be held on Sunday, May 17, 1998, at the Roanoke Civic Center, with winners to participate in the State competition during the month of July in Charlottesville, Virginia; and advising that GRTC recently completed the installation of new computer hardware throughout the administrative facilities, and this, coupled with the upgrading of GRTC's financial software, is the first major upgrade to the information management equipment in approximately ten years. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. 213 FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of February, 1998. (For full text, see Financial and Operating Report on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Report would be received and filed. AUTO LIABILITY INSURANCE COVERAGE: The General Manager submitted a written report advising that the auto liability and physical damage insurance coverage policy with Carolina Casualty Insurance Company expired on April 1, 1998, which coverage provided for losses up to the value of the rolling stock and $5.0 million for liability losses; that quotations for replacement insurance coverage were solicited from ten insurance companies and received from two insurance companies; that replacement insurance coverage was purchased on March 30, 1998, contingent upon approval of the Greater Roanoke Transit Company Board of Directors, with Carolina Casualty Insurance Company, which provided the lowest quotation for the coverage; that the previous annual premium for auto liability and physical damage insurance coverage was $170,353.00; and purchase of the replacement insurance coverage requires action by the Greater Roanoke Transit Company Board of Directors; whereupon, the General Manager recommended that the Board of Directors approve the purchase of auto liability and physical damage insurance coverage from Carolina Casualty Insurance Company, in the amount of $144,320.00. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION APPROVING THE PURCHASE OF AUTO LIABILITY AND PHYSICAL DAMAGE INSURANCE COVERAGE FOR THE COMPANY FROM CAROLINA CASUALTY INSURANCE COMPANY UPON CERTAIN TERMS AND CONDITIONS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the purchase of auto liability and physical damage insurance coverage from Carolina Casualty Insurance Company for $144,320.00 as more particularly set forth in the report to this Board dated April 20, 1998, is hereby approved and the General Manager is authorized to execute in form approved by General Counsel documentation as is necessary to provide for the placement of such coverage. 214 ATTEST: Isl Mary F. Parker Mary F. Parker, Secretary" Mr. Trout moved that the Board of Directors adopt the Resolution authorizing the purchase of auto liability and physical damage insurance coverage from Carolina Casualty Insurance Company. The motion was seconded by Mr. Harris and adopted by the following vote: AYES: Directors Harris, Parrott, Swain, Trout, Wyatt and President Bowers--6. NAYS: None ................................................................................ 0. (Director White was absent.) OTHER BUSINESS: CHANGE IN MEETING SCHEDULE FOR BOARD OF DIRECTORS: Ms. Wyatt suggested a change in the meeting time for the GRTC Board of Directors in order to allow additional time for consideration of Water Resources Committee and other matters. Mr. Parrott suggested that meetings of the Board of Directors be held at 1:00 p.m., with the Water Resources Committee being scheduled for 1:15 p.m., inasmuch as it rarely takes longer than 15 minutes to conduct the business of the GRTC Board of Directors. Without objection by the Board, the President advised that the matter would be referred to Mr. Morgan, Mr. Herbert and Ms. Parker to discuss possible solutions and/or suggestions. Mr. Kiser expressed appreciation to Mr. Morgan and his staff for their part in coordinating the transportation for the Dave Matthews concert held recently at Victory Stadium. Mr. Trout suggested that a resolution or some form of recognition be prepared to express appreciation to all City staff who participated in making the event a success. The President suggested that the matter be introduced by a Member of Council during the regular meeting of City Council scheduled for 2:00 p.m. that afternoon. 215 Mr. Harris advised that the question has been addressed during the recent Council campaign with regard to bus routes in the Norwich area, and requested a status report on the matter; whereupon, Mr. Morgan advised that his staff plans to conduct a complete operational analysis during the summer months and will address all these issues and requests for changes in bus routes at that time. There being no further business, the President declared the meeting adjourned at 1:50 p.m. APPROVED: President ATTEST: Mary F. Parker Secretary 216 GREATER ROANOKE TRANSIT COMPANY June 15, 1998 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, June 15, 1998, at 1:00 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Carroll E. Swain, James O. Trout, William White, Sr., Linda F. Wyatt and President David A. Bowers .............................................. 5. ABSENT: Directors C. Nelson Harris and John H. Parrott ........................... 2. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, the President advised that the minutes of the regular meeting held on Monday, April 20, 1998, would be received and filed. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated June 15, 1998, advising that the GRTC annual bus roadeo was conducted on Sunday, May 17, 1998, at the Roanoke Civic Center; GRTC received excellent media coverage prior to this year's competition; this year's winners were: Jimmy Carter, first place; Steve Fisher, second place; Ricky Joseph, third place; and Neil Hartwell, fourth place; and the winners will represent Greater Roanoke Transit Company at the Virginia State Roadeo in July. It was further advised that on Tuesday, June 9, 1998, the President signed the Transportation Equity Act for the 21st Century (TEA 21), which is the ISTEA reauthorization act for fiscal years 1998-2003 and authorizes up to $42 billion for transit; it was reported in the May 1998 issue of the American Public Transit Association's Legislative Report that "TEA 21, the largest infrastructure funding bill ever, represents a real milestone and major victory for the federal transit program in terms of funding !evels and policy revisions"; TEA 21 i~icludes provisions 217 designed to guarantee funding for highway and transit programs through fiscal year 2003; and at this time, GRTC does not know to what extent or how this will affect its future federal funding, but it is seen as "good news". (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. ~ FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Reports for the months of March and April, 1998. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Reports would be received and filed. REVISION IN MEETING SCHEDULE FOR GRTC BOARD OF DIRECTORS: The General Manager submitted a written report advising that the GRTC monthly meeting is currently scheduled for 1:30 p.m. on the third Monday of each month and the Water Resources Committee meets prior to the GRTC Board on the same day and usually requires more time to complete than the GRTC Board of Directors meetings; and Members of the GRTC Board of Directors have asked that the time of the Board of Directors monthly meeting be changed to 1:00 p.m. on the third Monday of each month to allow more time to conduct the business of the Water Resources Committee. The General Manager recommended that the Board approve the time change for the GRTC Board of Directors meeting to allow more time for the Water Resources Committee to meet before the regular meetings of Roanoke City Council which begin at 2:00 p.m. on the third Monday of each month. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION REVISING THE SCHEDULE FOR MEETINGS OF THE BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY 218 WHEREAS, Section 4 of Article III of the By-Laws of the Greater Roanoke Transit Company provides that meetings of the Board of Directors shall be held at times fixed by resolution of the Board. WHEREAS, the establishment of a fixed schedule of meeting dates is necessary for the orderly conduct of business of the Company. WHEREAS, the Board of Directors desires to change the meeting time for the current schedule of regular meeting dates. THEREFORE, BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the regular business meetings of such Board shall be held in Council Chambers of the Roanoke Municipal Building, fourth floor, 215 Church Avenue, S. W., Roanoke, Virginia, at 1:00 p.m. on the third Monday of each month, commencing with the July 20, 1998 meeting; provided, however, when any regular meeting of the Board shall fall on a legal holiday of the City of Roanoke or the Commonwealth of Virginia, then such meeting shall be held on the next regular business day. The former time for regular meetings scheduled for 1:30 p.m. on the third Monday of each month is hereby repealed. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Swain and adopted by the following vote: AYES: Directors Swain, Trout, White, Wyatt and President Bowers .......... 5. NAYS: None ..................................................................................... 0. (Directors Harris and Parrott were absent.) AWARD OF A CONTRACT TO SUPPLY DIESEL FUEL TO THE COMPANY: The General Manager submitted a written report advising that GRTC will purchase 337,500 gallons of diesel fuel for the revenue vehicles in fiscal year 1999; in the current fiscal year, GRTC budgeted .7000 cents per gallon of diesel fuel; fuel costs have recently been at their lowest levels in several years and GRTC may lock in fuel prices for fiscal year 1999 and avoid possible increases in fuel costs; bids were requested from diesel fuel suppliers to provide fuel for a one year period, with responses being received from four suppliers; and Carolina Petroleum Distributors of Charlotte, Inc., provided the lowest bid at .5599 cents per gallon. 219 The General Manager recommended that a contract be awarded to the Iow bidder, Carolina Petroleum Distributors of Charlotte, Inc., to supply diesel fuel to Greater Roanoke Transit Company at .5599 cents per gallon, for a period of one year beginning July 1, 1998 through June 30, 1999. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION ACCEPTING THE BID OF CAROLINA PETROLEUM DISTRIBUTORS OF CHARLOTTE, INC., TO SUPPLY DIESEL FUEL TO GRTC UPON CERTAIN TERMS AND CONDITIONS BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the bid of Carolina Petroleum Distributors of Charlotte, Inc., to supply to GRTC for a one year period, July 1, 1998 through June 30, 1999, a total of 337,500 gallons of diesel fuel at $.5599 per gallon, meeting all of the Company's specifications and requirements therefor, which bid is on file in the Office of the Company's General Manager, is hereby accepted and the Company's General Manager is hereby authorized to execute, in form approved by General Counsel, an appropriate contract incorporating the Company's specifications and such other terms and conditions as are deemed necessary, as more particularly set forth in the report to this Board dated June 15, 1998. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Swain and adopted by the following vote: AYES: Directors Swain, Trout, White, Wyatt and President Bowers ............... 5. NAYS: None ........................................................................................ -0. (Directors Harris and Parrott were absent.) REPORTS OF COMMITTEES: 220 FISCAL YEAR 1998-99 OPERATING BUDGET: The Budget Review Committee submitted a written report with regard to the fiscal year 1998-99 operating budget, advising that the Board of Directors appointed the Budget Review Committee on January 20, 1998 to review the General Manager's proposed operating budget and provide a report of recommendation to the Board; and the Budget Review Committee met on May 1, 1998 to discuss and review the proposed operating budget. It was further advised that the subsidy provided by the City of Roanoke for the current operating budget is $859,211.00; the subsidy provided by the City for the fiscal year 1998-99 operating budget is requested at $1,028,260.00, which is $169,049.00 more than the amount budgeted last fiscal year; and the recommended operating budget calls for the following: Continued transit and parking service at the same level of service that is currently provided; No transit fare increase; No parking rate increase; and Increased operating budget expense of 5.3 percent. The Budget Review Committee recommended approval of Greater Roanoke Transit Company's fiscal year 1998-99 operating budget as submitted. (For full text, see report on file in the Secretary's Office.) Mr. Trout moved that the Board of Directors concur in the recommendation of the Budget Review Committee to approve the Greater Roanoke Transit Company's fiscal year 1998-99 operating budget as submitted. The motion was seconded by Mr. Swain and adopted. OTHER BUSINESS: The General Manager referred to a communication from President Bowers with regard to bus service in the Norwich community. He advised that Valley Metro staff is reconsidering the request, and that Ms. Pat Toney has been contacted with regard to the matter. There being no further business, the President declared the meeting adjourned at 1:05 p.m. APPROVED: ATTEST: David A. Bowers Mary F. Parker President Secretary 221 GREATER ROANOKE TRANSIT COMPANY July 20, 1998 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, July 20, 1998, at 1:00 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, W. Alvin Hudson, Jr., Carroll E. Swain, James O. Trout, Linda F. Wyatt and President David A. Bowers ............... 6. ABSENT: Director William White, Sr.- ......................................................1. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, the President advised that the minutes of the regular meeting held on Monday, June 15, 1998, would be received and filed. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated July 20, 1998, advising that the Greater Roanoke Transit Company experienced a 2.5 percent increase in average daily ridership for the fiscal year ending June 30, 1998, as compared to the previous fiscal year 1997; GRTC carried an average of 5,400 passengers per day in 1998, as compared to 5,268 per day in 1997; and also, in fiscal year 1998, GRTC provided 1,839,435 unlinked passenger trips compared to 1,786,679 in fiscal year 1997. The General Manager extended a warm welcome to the Honorable W. Alvin Hudson, Jr., who was recently elected to City Council and the Greater Roanoke Transit Company Board of Directors. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. 222 FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of May, 1998. (For full text, see Financial and Operating Report on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Report would be received and filed. LEASE AGREEMENT FOR SPACE IN CAMPBELL COURT TRANSPORTATION CENTER FOR PERSONNEL MANAGEMENT AND CIS TRAINING FACILITY: The General Manager submitted a written report advising that GRTC was recently contacted by the Personnel Management and CIS departments of the City of Roanoke inquiring about the availability of vacant space within Campbell Court that would be suitable for use as office and computer training space for the two departments; GRTC staff showed City personnel 2,843 square feet of suitable space on the third floor of the building; and the terms of a lease agreement were negotiated, with proposed rent for the first year to be at a rate of $700 per month, which calculates to be $2.95 per square foot per year including utilities and custodial service. The General Manager recommended that the Board authorize execution of a lease agreement with the City for the abovedeecribed office and training space in Campbell Court Transportation Center. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING EXECUTION OF A LEASE AGREEMENT FOR SPACE IN THE CAMPBELL COURT TRANSPORTATION CENTER. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the General Manager is authorized to execute for and on behalf of GRTC, upon form approved by the General Counsel, a lease with the City of Roanoke, Virginia, for certain space in the Company's Campbell Court Transportation Center for an office and training facility space for a one-year term, with month-to-month extensions thereafter for up to one additional year, upon certain terms and conditions as more fully set out in the report to this Board dated July 20, 1998. 223 APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Harris and adopted by the following vote: AYES: Directors Harris, Hudson, Swain, Trout, Wyatt and President Bowers ......................................................................................................... 6. NAYS: None ........................................................................................ 0. (Director White was absent.) SECRETARY: ELECTION OF OFFICERS: The Secretary presented a written report advising that Article V, Officers., of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as it may deem proper to serve for a term of one year each commencing upon the date of their election and until their respective successors are elected and qualify. (For full text, see report on file in the Secretary's Office.) Mr. Trout placed in nomination the names of David A. Bowers as President; C. Nelson Harris as Vice-President; W. Robert Herbert as Vice-President of Operations; James D. Ritchie, Sr., as Assistant Vice-President of Operations; Mary F. Parker as Secretary; Sandra H. Eakin as Assistant Secretary; James D. Grisso as Treasurer; Jesse A. Hall as Assistant Treasurer; and Wilburn C. Dibling, Jr., as Registered Agent. There being no further nominations, Mr. Trout moved that the abovenamed persons be elected or reelected as officers of the Greater Roanoke Transit Company for terms of one year each commencing upon the date of their election or reelection and until their respective successors have been duly elected and shall have duly qualified. The motion was seconded by Mr. Swain and adopted by the following vote: 224 AYES: Directors Harris, Hudson, Swain, Trout, Wyatt and President Bowers ..................................................................................................... -6. NAYS: None ........................................................................................ O. (Director White was absent.) OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:07 p.m. APPROVED: David A. Bowers President ATTEST: Mary F. Parker Secretary 225 GREATER ROANOKE TRANSIT COMPANY September 21, 1998 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, September 21, 1998, at 1:00 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 2t5 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, W. Alvin Hudson, Jr., Carroll E. Swain, James O. Trout, William White, Sr., Linda F. Wyatt and President David A. Bowers ...................................................................................... 7. ABSENT: None ........................................................................... 0. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, the President advised that the minutes of the regular meeting held on Monday, July 20, 1998, would be received and filed. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERALMANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated September 21, 1998, advising that the Greater Roanoke Transit Company's team of mechanics and bus operators participated in and won best overall transit operation at the Tenth Annual Virginia State Transit Roadeo which was held in Charlottesville, Virginia, on July 25 and 26; and the GRTC team members who participated were Neil Hartwell, Jimmy Carter, Steve Fisher, Wayne Thompson, Ricky Joseph, Robert Broughman and Doug Agee. It was further advised that the General Manager attended a labor relations seminar along with GRTC's Chief Union Stewart on July 11 - 14 at the George Meany Center for Labor studies in Silver Spring, Maryland, which conference was co- sponsored by Ryder/ATE and the Amalgamated Transit Union; the conference concentrated on improving the relationship between labor and management; the 226 current five-year management contract between GRTC and Ryder/ATE expires on February 28, 1999, with requests for proposals from private transit management companies to be advertised in November; and the currant contract between Acordia of Virginia and GRTC for insurance brokerage services expires on March 31, 1999, with requests for proposals for brokerage services to be advertised in October. The General Manager stated that a customer complaint was received regarding the frequency of Valley Metro bus service in the Garden City araa; that effective January 1, 1998, routes were restructured in the Vinton and Southeast areas and this is the first complaint GRTC has received regarding the new schedule since its implementation; and GRTC has been unable to contact the citizen by telephone; however, a letter was mailed on September 14, 1998, informing the citizen that the Company is aware of her concerns and that GRTC staff would welcome the opportunity to discuss the issue with her. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the Prasident advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Reports for the months of June, July and August, 1998. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Reports would be received and filed. OTHER BUSINESS: None. There being no further business, the Prasident declared the meeting adjourned at 1:10 p.m. APPROVED: President ATTEST: 0 Mary F. Parker Secretary 227 GREATER ROANOKE TRANSIT COMPANY November 16, 1998 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, November 16, 1998, at 1:00 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, Carroll E. Swain, James O. Trout, William White, Sr., Linda F. Wyatt and President David A. Bowers .................. 6. ABSENT: DirectorW. Alvin Hudson, Jr.- .......................................... 1. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Assistant Vice President of Operations, Greater Roanoke Transit Company; William X Parsons, Assistant General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, the President advised that the minutes of the regular meeting held on Monday, September 21, 1998, would be received and filed. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated November 16, 1998, advising that GRTC, with the assistance of Ryder/ATE, Inc., has analyzed its exposure to the Y2K issue, and is in the process of correcting any internal and external deficiencies; the General Manager and Assistant General Manager have attended seminars sponsored by Ryder/ATE, Inc., which addressed the Y2K issue; and GRTC will continue working to ensure compliance of the national vendors that provide goods and services for GRTC. It was further advised that GRTC continues its dedication to maintaining employee currency on important employee issues; that throughout the year, GRTC applies to the Virginia Department of Rail and Public Transportation for grants to offset the expense of the continuing education; and some of the recent educational seminars attended by GRTC employees included the following: Media Relations During Crisis Situations, Impact of the ADA on Workers' Compensation, Sexual Harassment Awareness, Payroll Management, and Family Medical Leave Act in Virginia. 228 (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of September, 1998. (For full text, see Financial and Operating Report on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Report would be received and filed. EXECUTION OF AGREEMENT FOR COMPREHENSIVE OPERATIONAL ANALYSIS OF CURRENT TRANSIT SYSTEM: The General Manager submitted a written report advising that transit systems periodically contract for independently conducted analysis of their routes, schedules and the communities they serve to ensure appropriate service levels; GRTC has applied for and received approval of a grant from the Virginia Department of Rail and Public Transportation to conduct a comprehensive operational analysis; GRTC, under terms of its management contract with Ryder/ATE, Inc., intends to enter into a separate contract for up to $65,859.67, with said management company to conduct an analysis of the current transit system to determine what, if any, improvements in service and efficiencies can be made; and recommended authorization for the General Manager to enter into a contract with Ryder/ATE, Inc., to conduct a comprehensive operational analysis, to be completed within seven months, with a contract price not to exceed $65,859.67. (For full text, see report on file in the Secretary's Office.) Mr. Harris offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING A CONTRACT BETWEEN THE GREATER ROANOKE TRANSIT COMPANY AND RYDERJATE, INC., FOR THE PROVISION OF PROFESSIONAL SERVICES FOR A COMPREHENSIVE OPERATIONAL ANALYSIS. 1. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the Company's General Manager and Secretary are authorized to execute and attest, respectively, in form approved by General Counsel, a contract between Greater Roanoke Transit Company and Ryder/ATE, Inc., for the provision of professional services for a comprehensive operational analysis. 229 2. The amount of the contract shall not exceed $65,859.67 and the form of the contract shall be approved by General Counsel, all as more particularly set forth in the General Manager's report to this Board dated November 16, 1998. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" Mr. Harris moved the adoption of the Resolution. The motion was seconded by Mr. Swain and adopted by the following vote: AYES: Directors Harris, Swain, Trout, White, Wyatt and President Bowere----6. NAYS: None ......................................................................................... 0. (Director Hudson was absent.) OTHER BUSINESS: The President advised of the recent purchase by Mr. Robert Zimmerman of two trolley buses, and stated that the City should be proactive in providing any assistance Mr. Zimmerman may need from the City with regard to licensing, maintenance or service issues; and suggested the possibility of the City offering to run the trolley system on a 30-day trial basis. He requested that the General Manager visit with Mr. Zimmerman and offer assistance in this regard. There being no further business, the President declared the meeting adjourned at 1:10 p.m. APPROVED: President ATTEST: Mary F. Parker Secretary 230 GREATER ROANOKE TRANSIT COMPANY January 19, 1999 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Tuesday, January 19, 1999, at 1:00 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, W. Alvin Hudson, Jr., Carroll E. Swain, James O. Trout, William White, Sr., Linda F. Wyatt and President David A. Bowers ............................................................................................ 7. ABSENT: None ................................................................................... 0. Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, the President advised that the minutes of the regular meeting held on Monday, November 16, 1998, would be received and filed. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated January 19, 1999, advising that in response to the Board's request at the November 16, 1998 Board of Directors' meeting, he met with Mr. Robert Zimmerman regarding his intentions to use two trolley buses he recently purchased; that Mr. Zimmerman indicated he did not have any specific plans for the vehicles at this time inasmuch as he is still in the process of restoration and repair; and the General Manager offered GRTC's assistance and advice to Mr. Zimmerman regarding any maintenance or service issues involving the buses. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. 231 FINANCIAL AND OPERATING REPORTS: The General Manager submitted the Financial and Operating Reports for the months of October and November, 1998. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Reports would be received and filed. FEDERAL TRANSIT ADMINISTRATION OPERATING ASSISTANCE AND COMMONWEALTH OF VIRGINIA ADMINISTRATIVE AND MAINTENANCE ASSISTANCE FOR FISCAL YEAR 1999-2000: The General Manager submitted a written report advising that financial assistance has been provided to Greater Roanoke Transit Company by the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation during previous fiscal years for certain operating, administrative, and maintenance expenses; Greater Roanoke Transit Company is eligible for $986,261.00 in operating assistance from the Federal Transit Administration during fiscal year 1999-2000, which amount represents a $277,806.00 increase from the amount provided for the current fiscal year; Greater Roanoke Transit Company is eligible for approximately $890,000.00 in operating assistance from the Commonwealth of Virginia Department of Rail and Public Transportation; and authorization to file applications for financial assistance from the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation is needed from the Greater Roanoke Transit Company Board of Directors. The General Manager recommended that he be authorized to file applications requesting the maximum operating assistance from the Federal Transit Administration and the maximum administrative and maintenance assistance from the Commonwealth of Virginia Department of Rail and Public Transportation for fiscal year 1999-2000; and be further authorized to accept and execute the necessary grant agreements in a form to be approved by Legal Counsel. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS AND THE ACCEPTANCE AND EXECUTION OF APPROPRIATE AGREEMENTS FOR OPERATING, ADMINISTRATIVE AND MAINTENANCE ASSISTANCE FOR FISCAL YEAR 1999-2000 WITH THE FEDERAL TRANSIT ADMINISTRATION AND THE COMMONWEALTH OF VIRGINIA DEPARTMENT OF RAIL AND PUBLIC TRANSPORTATION UPON CERTAIN TERMS AND CONDITIONS. 232 BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the Company's General Manager and Secrstary are authorized to execute and atteet, respectively, in form approved by General Counsel, appropriate applications requesting the maximum operating and administrative and maintenance assistance from the Federal Transit Administration and the Virginia Department of Rail and Public Transportation for fiscal year 1999-2000 and further to accept and execute the necessary grant agreements in form approved by General Counsel, all as more particularly set forth in the report of the General Manager to this Board dated January 19, 1999. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Harris and adopted by the following vote: AYES: Directors Harris, Hudson, Swain, Trout, White, Wyatt and President Bowers .......................................................................................... 7. NAYS: None ......................................................................................... 0. APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager submitted a written report advising that the annual operating budget is approved by the Board of Directors for the operation of the transit system; the Budget Review Committee has been established annually by appointment by the Board of Directors; and the fiscal year 1998-1999 Budget Review Committee was composed of the following members: C. Nelson Harris, Board Member John H. Parrott, former Board Member W. Robert Herbert, Vice-President of Operations James D. Grisso, Treasurer The General Manager recommended that the Board of Directors appoint two members of the Board and two Officers of the Company to serve as the Budget Review Committee. (For full text, see report on file in the Secretary's Office.) 233 Mr. Swain moved that the following persons be appointed to the Budget Review Committee: C. Nelson Harris, Board Member W. Alvin Hudson, Jr., Board Member W. Robert Herbert, Vice-President of Operations James D. Grisso, Treasurer The motion was seconded by Mr. Trout and unanimously adopted. It was the consensus of the Board of Directors that the question of different health insurance policies for management and rank and file employees of Valley Metro would be referred to the Budget Review Committee for study and report to the Board. REPORTS OF COMMITTEES: MINUTES OF THE AUDIT COMMITTEE OF GREATER ROANOKE TRANSIT COMPANY HELD ON DECEMBER 7, 1998: Director William White, Sr., Chairperson of the Greater Roanoke Transit Company Audit Committee, submitted written minutes of the Audit Committee meeting held on Monday, December 7, 1998. (For full text, see minutes on file in the Secretary's Office.) Mr. White moved that the minutes of the Audit Committee meeting held on Monday, December 7, 1998, be received and filed. The motion was seconded by Mr. Trout and unanimously adopted. OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:15 p.m. APPROVED: President ATTEST: Mary F. Parker Secretary 234 GREATER ROANOKE TRANSIT COMPANY February 16, 1999 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Tuesday, February 16, 1999, at 1:00 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors W. Alvin Hudson, Jr., Carroll E. Swain, James O. Trout, William White, Sr., Linda F. Wyatt and President David A. Bowers ............. --6. ABSENT: DirectorC. Nelson Harris ........... Also present were W. Robert Herbert, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Assistant Vice President of Operations, Greater Roanoke Transit Company; Wilburn C. Dibling, Jr., General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdrsn, Jr., Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, the President advised that the minutes of the regular meeting held on Tuesday, January 19,1999, would be received and filed. (For full text of minutes, see minutes on file in the Secretary's Office.) VICE PRESIDENT OF OPERATIONS: MANAGEMENT CONTRACT: The Vice President of Operations submitted a written report advising that the current contract with Ryder/ATE, Inc., for management services for Greater Roanoke Transit Company expires February 28, 1999; the current base service fee is $18,975 per month; a request for proposals for services for transit management and operation and parking operatione oversight was advertised on November 1 and 2, 1998 with proposals being received from three respondents on December 18, 1998; and based upon evaluation of the proposals received, it is recommended that the Board approve a three year contract, with an option of up to two additional one year periods, with Ryder/ATE, Inc., of Cincinnati, Ohio, beginning March 1, 1999, for an initial monthly fee of $18,475 for the period March 1, 1999 to February 28, 2002. 235 (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE COMPANY'S ENTERING INTO A MANAGEMENT AND OPERATIONS CONTRACT WITH RYDER/ATE INC. FOR A THREE (3) YEAR PERIOD. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that: 1. The President and the Secretary are hereby authorized, for and on behalf of the Company to execute and attest, respectively, a management contract with Ryder/ATE Inc., for the provision by such firm of management services for an initial term of three years commencing March 1, 1999, with a two year option, as more fully set forth in the report to this Board dated February 16, 1999. The President and the Secretary are also authorized to execute and attest, respectively, any necessary documents in connection with that contract. 2. The form of the contract with such firm shall be approved by the General Counsel and be substantially similar to the contract attached to the above report. ADOPTED by the Board of Dirsectors of Greater Roanoke Transit Company this 16th day of February, 1999. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Swain and adopted by the following vote: AYES: Dirsectors Hudson, Swain, Trout, White, Wyatt and President Bowers--6. NAYS: None ......................................................................................... 0. (Director Harris was absent.) 236 GENERALMANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated February 16, 1999, advising that at the November meeting of the G RTC Board of Directors, the Board approved a contract with Ryder/ATE to conduct a comprehensive operational analysis of the GRTC system; work began on the analysis with an exchange of information that had been requested by Ryder/ATE, including information about current routes, schedules and other pertinent date; during the week of January 17th, Eleanor Horton of Ryder/ATE was in Roanoke conducting a week-long ridership survey and she employed the assistance of a temporary agency to provide persons to travel the Valley Metro route system and collect date on ridership, mileage, boarding and de-boarding points, and this date has been sent to Cincinnati for review and analysis; and additional Ryder personnel are scheduled to be in Roanoke in March to obtain additional information from local organizations who have an interest in transit issues, with a final report and recommendation anticipated to be presented in May 1999. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of December, 1998. (For full text, see Financial and Operating Report on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Report would be received and filed. LEASE AGREEMENT FOR USE OF SPACE IN CAMPBELL COURT TRANSPORTATION CENTER: The General Manager submitted a written report advising that GRTC was rscenfly contacted by Tiro A. Vinces of Vinces Enterprises, Inc., operator of Primavera Restaurant regarding the fact that he was selling his business to El Torso, Inc.; the buyer is interested in staying in the current leased space located on the ground floor of Campbell Court Transportation Center; GRTC staff has negotiated the terms of a lease agreement with El Torso, Inc., for the space; and it is recommended that the Board authorize the termination of the lease agreement with Tiro A. Vinces, d/bla Primavera Italian Restaurant and execute a lease agreement with El Toreo, Inc., for space in the Campbell Court Transportation Center, under certain negotiated terms and conditions. (For full text, see report on file in the Secretary's Office.) 237 Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE TERMINATION OF A LEASE AGREEMENT WITH TITO A. VlNCES, D/BIA PRIMAVERA ITALIAN RESTAURANT AND VlNCES ENTERPRISES, INC. DIB/A PRIMAVERA ITALIAN RESTAURANT AND THE EXECUTION OF A LEASE AGREEMENT WITH EL TOREO INC., FOR SPACE IN THE CAMPBELL COURT TRANSPORTATION CENTER. BE IT RESOLVED by the Board of Directors of Greater Roanoke Transit Company that: 1. The General Manager is authorized to execute for and on behalf of GRTC, upon form approved by General Counsel, a Termination Agreement with Tito A. Vinces, dlb/a Primavera Italian Restaurant and Vinces Enterprises, Inc., dlbla Primavera Italian Restaurant. 2. The General Manager is authorized to execute for and on behalf of GRTC, upon form approved by the General Counsel, a lease agreement with El Toreo, Inc., for certain space in the Company's Campbell Court Transportation Center for a restaurant for a three-year term, and upon certain other terms and conditions as more fully set out in the report to this Board dated February 16, 1999. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers Mary F. Parker President Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Hudson and adopted by the following vote: AYES: Directors Hudson, Swain, Trout, White, Wyatt and President Bowers--6. NAYS: None ......................................................................................... 0. (Director Harris was absent.) 238 INSURANCE BROKERAGE SERVICES WITH ACORDIA OF VIRGINIA INSURANCE AGENCY, INC.: The General Manager submitted a written report advising that GRTC uses the services of an insurance broker to go into the insurance market to negotiate and purchase the required insurance policies for the lowest premiums and assist with policy management; the current contract for insurance brokerage services expires on March 31,1999; GRTC advertised for proposals for brokerage services and received proposals from two companies; a selection committee interviewed and evaluated the two companies and determined that Acordia of Virginia Insurance Agency, Inc., should be awarded the contract for insurance brokerage services, with the terms of the contract to be for an initial three year term from April 1, 1999 to March 3t, 2002, with a two year option at GRTC's discretion; and the cost for the services will be $16,000.00 per year, with one half to be paid on April I of each year and the remaining amount to be paid before the following March 31. The General Manager recommended that he be authorized to execute a contract for insurance brokerage services with Acordia of Virginia Insurance Agency, Inc., as set forth in his report to the Board. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE EXECUTION OF A CERTAIN CONTRACT WITH ACORDIA OF VIRGINIA INSURANCE AGENCY, INC. PROVIDING FOR INSURANCE BROKERAGE AND MANAGEMENT SERVICES. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the General Manager is authorized to execute, in form approved by General Counsel, an appropriate contract with Acordia of Virginia Insurance Agency, Inc., to provide for insurance brokerage and management services for an initial term of 3 years, with a 2 year option, starting April 1, 1999, at a cost of $16,000 per year and such other terms and conditions as are more particularly set forth in the report to this Board dated February 16, 1999. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Swain and adopted by the following vote: 239 AYES: Directom Hudson, Swain, Trout, White, Wyatt and President Bowem--6. NAYS: None ......................................................................................... 0. (Director Harris was absent.) OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:10 p.m. APPROVED: Dav~ President ATTEST: Mary F. Parker Secretary 240 GREATER ROANOKE TRANSIT COMPANY May 17,1999 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, May 17, 1999, at 1:00 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, W. Alvin Hudson, Jr., Carroll E. Swain, James O. Trout, Linda F. Wyatt and President David A. Bowers .................. -6. ABSENT: DirectorWilliamWhite, Sr.- ...................................................... 1. Also present were James D. Ritchie, Assistant Vice President of Operations, Greater Roanoke Transit Company; William X Parsons, Assistant General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Upon acclamation by the President, the minutes of the regular meeting held on Tuesday, February 16, 1999, were approved. (For full text of minutes, see minutes on file in the Secretary's Office.) PRESIDENT: ANNUAL STOCKHOLDERS MEETING: The President submitted a communication dated May 13, 1999, advising that Paragraph I, Article II of the By- Laws of the Greater Roanoke Transit Company provides that the Annual Meeting of the Stockholders will be held during the month of June each year at a day, time and place to be from time to time fixed by the Board of Directors, and recommending that the Annual Stockholders' Meeting will be held on Monday, June 21, 1999, immediately following the regular meeting of the Board of Directors of the Greater Roanoke Transit Company scheduled for that date in the City Council Chamber. (For full text, see communication on file in the Secretary's Office.) Mr. Trout moved that the Board of Directors concur in the recommendation. The motion was seconded by Mr. Hudson and adopted. 241 GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated May 17, 1999, advising that labor negotiations are scheduled to begin soon between Southwestern Virginia Transit Management Company and the Amalgamated Transit Union; Southwestern Virginia Transit Management Company is the employer for the employees who operate Valley Metro, and the current labor agreement between the two parties expires on June 30, 1999; that as part of the research for the Comprehensive Operational Analysis currently being conducted, two public meetings were held on April 14 and 15; the purpose of the meetings was to solicit information from the citizens of Roanoke concerning the current transit system; citizens were able to comment on aspects of the system that meet or exceed their needs and changes they would like to see implemented; and these comments will be analyzed by the contractor engaged in conducting the study, and integrated into their final report. It was further advised that GRTC's Annual Bus Roadeo was held on May 2, 1999, at the Roanoke Civic Center; during this event, GRTC bus operators and mechanics compete with each other by driving GRTC's 35-foot transit buses through a timed obstacle course; prizes were awarded to the top finishing contestants; and the winners will participate in the Virginia State Roadeo to be held in Alexandria in July. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. PURCHASE OF AUTOMOBILE LIABILITY AND PHYSICAL DAMAGE INSURANCE COVERAGE: The General Manager submitted a written report advising that the auto liability and physical damage insurance coverage policy with Carolina Casualty expired on April 1, 1999, which coverage provided for losses up to the value of the rolling stock and $5,000,000.00 for liability losses; quotations for replacement insurance coverage were solicited from thirteen insurance companies, with five responses received; replacement insurance coverage was purchased on March 31, 1999, with Selective Insurance Company which provided the lowest quotation for the coverage, with purchase made contingent upon approval of the Greater Roanoke Transit Company Board of Directors; the previous annual premium for auto liability and physical damage insurance coverage totaled $216,577.00; and purchase of replacement insurance coverage requires action by the Board of Directors; whereupon, the General Manager recommended that the Board approve the purchase of auto liability and physical damage insurance coverage with Selective Insurance Company, in the amount of $188,588.00, for a one-year period from April 1, 1999 through March 31, 2000. (For full text, see report on file in the Secretary's Office.) 242 Mr. Trout offered the following resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION APPROVING THE PURCHASE OF AUTO LIABILITY AND PHYSICAL DAMAGE INSURANCE COVERAGE FOR THE COMPANY FROM SELECTIVE INSURANCE COMPANY UPON CERTAIN TERMS AND CONDITIONS BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the purchase of auto liability and physical damage insurance coverage from Selective Insurance Company for $188,588.00, as more particularly set forth in the report to this Board dated May 17, 1999, is hereby approved and the General Manager is authorized to execute in form approved by General Counsel documentation as is necessary to provide for the placement of such coverage. ADOPTED by the Board of Directors of Greater Roanoke Transit Company this 17th day of May, 1999. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Harris and adopted by the following vote: AYES: Directors Harris, Hudson, Swain, Trout, Wyatt and President Bowers-6. NAYS: None ......................................................................................... 0. (Director White was absent.) REPORTS OF COMMITTEES: FISCAL YEAR 1999-2000 OPERATING BUDGET: The Budget Review Committee submitted a written report with regard to the fiscal year 1999-2000 operating budget, advising that the Board of Directors appointed the Budget Review Committee on January 19, 1999, to review the General Manager's proposed operating budget and provide a report of recommendation to the Board; and the Committee met on March 30, 1999 to discuss and review the proposed operating budget. 243 It was further advised that the subsidy provided by the City of Roanoke for the current operating budget is $1,028,260.00; the subsidy provided by the City of Roanoke for the fiscal year 1999-2000 operating budget is requested at $830,089.00, which is $198,171.00 less than the amount budgeted last fiscal year; and the recommended operating budget calls for the following: Continued transit and parking service at the same level of service that is currently provided; No transit fare increase; No parking rate increase; Increased operating budget expense of 4.6 percent. The Budget Review Committee recommended approval of Greater Roanoke Transit Company's fiscal year 1999-2000 operating budget as submitted. (For full text, see report on file in the Secretary's Office.) Mr. Hudson moved that the Board of Directors approve the Greater Roanoke Transit Company's fiscal year 1999-2000 operating budget. The motion was seconded by Mr. Swain and adopted. OTHER BUSINESS: APPOINTMENT OF ACTING GENERAL COUNSEL FOR GREATER ROANOKE TRANSIT COMPANY: The President advised that a vacancy exists in the position of General Counsel for Greater Roanoke Transit Company due to the resignation of Wilburn C. Dibling, Jr., as City Attorney for the City of Roanoke, effective April t, 1999. Mr. Trout placed in nomination the name of William X Parsons as Acting General Counsel for Greater Roanoke Transit Company. There being no further nominations, Mr. Parsons was elected as Acting General Counsel of Greater Roanoke Transit Company by the following vote: FOR MR. PARSONS: Directors Harris, Hudson, Swain, Trout, Wyatt and President Bowers .......................................................................................... 6. (Director White was absent.) 244 There being no further business, the President declared the meeting adjourned at 1:05 p.m. APPROVED: David A. Bowers President ATTEST: Mary F. Parker Secretary GREATER ROANOKE TRANSIT COMPANY June 21, 1999 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President Pro Tem, William White, Sr., on Monday, June 21, 1999, at 1:00 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 21 $ Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors W. Alvin Hudson, Carroll E. Swain, James O. Trout, Linda F. Wyatt and President Pro Tem William White, Sr.- ................................... 5. ABSENT: President David A. Bowers and Director C. Nelson Harris .............. 2. Also present were James D. Ritchie, Acting Vice President of Operations, Greater Roanoke Transit Company; William X Parsons, Acting General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Sandra H. Eakin, Assistant Secretary, Greater Roanoke Transit Company; and David A. Morgan, General Manager, Valley Metro. MINUTES: Director Trout moved that the minutes of the regular meeting held on Monday, May 17, 1999, be approved as written. The motion was seconded by Director Hudson and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated June 21, 1999, advising that labor contract negotiations were held on June 8 and 9 between the Southwestern Virginia Transit Management Company and the Amalgamated Transit Union; Southwestern Virginia Transit Management Company is the employer for the employees who operate Valley Metro; during the first meeting many items were discussed and resolved with no major sticking points; there are still several items to be discussed, and another round of meetings has been scheduled, with the next meeting to be held on July 19; and negotiations are expected to wrap up at that time. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President Pro Tem advised that the Management Letter would be received and filed. 246 FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Reports for the months of March, April and May, 1999. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objection by the Board, the President Pro Tem advised that the Financial and Operating Reports would be received and filed. OTHER BUSINESS: None. There being no further business, the President Pro Tem declared the meeting adjourned at 1:02 p.m. APPROVED: William White, Sr. President Pro Tem ATTEST: Sandra H. Eakin Assistant Secretary 247 GREATER ROANOKE TRANSIT COMPANY July 19, 1999 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, July 19, 1999, at 1:00 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, W. Alvin Hudson, Carroll E. Swain, James O. Trout, Linda F. Wyatt and President David A. Bowers .................. 6. ABSENT: Director William White, Sr.- ........................................................ 1. Also present were James D. Ritchie, Acting Vice President of Operations, Greater Roanoke Transit Company; Diane S. Akers, Acting Assistant Vice President of Operations, Greater Roanoke Transit Company; William M. Hackworth, City Attorney; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, the President advised that the minutes of the regular meeting held on Monday, June 21, 1999, would be received and filed. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated July 19, 1999, advising that labor contract negotiations were being held on July 18, 19 and 20 between the Southwestern Virginia Transit Management Company and the Amalgamated Transit Union; Southwestern Virginia Transit Management Company is the employer for the employees who operate Valley Metro; during the first meetings on June 8 and 9, many items were discussed and resolved with no major sticking points; the major issues remaining to be discussed involve economic issues, which include pay rates and fringe benefits for the employees; and there are no problems anticipated, inasmuch as all increases will be covered in the current budget. 248 It was further advised that GRTC has applied for and was awarded a grant from the Federal Transit Administration to procure a new fare collection system, with Agent Systems, Inc. being the Iow bidder; the system includes new fareboxes for all 38 buses, a new vault and money handling system, a new computer hardware and software to process and access financial and passenger count data; and all new equipment purchased will be Y2K compliant and will be in place by November. It was also advised that in support of the City's mandatory water restrictions, GRTC buses will not be washed until the restrictions are removed; this effort will drastically reduce GRTC's water consumption; and signs have been placed on all buses and in Campbell Court explaining the water restriction issue and asking citizens to do their part to conserve water. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. SECRETARY: ELECTION OF OFFICERS: The Secretary presented a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as it may deem proper to serve for a term of one year each commencing upon the date of their election and until their respective successors are elected and qualify. (For full text, see report on file in the Secretary's Office.) Mr. Trout placed in nomination the names of David A. Bowers as President; C. Nelson Harris as Vice-President; James D. Ritchie as Acting Vice-President of Operations; Diane S. Akers as Acting Assistant Vice-President of Operations; Mary F. Parker as Secretary; Sandrs H. Eakin as Assistant Secretary; James D. Grisso as Treasurer; and Jesse A. Hall as Assistant Treasurer. There being no further nominations, Mr. Trout moved that the abovenamed persons be elected or reelected as officers of the Greater Roanoke Transit Company for terms of one year each commencing upon the date of their election or reelection and until their respective successors have been duly elected and shall have duly qualified. The motion was seconded by Mr. Swain and adopted by the following vote: 249 AYES: Directors Harris, Hudson, Swain, Trout, Wyatt and President Bowers ......................................................................................................... 6. NAYS: None ........................................................................................ 0. (Director White was absent.) OTHER BUSINESS: APPOINTMENT OF NEW GENERAL COUNSEL AND REGISTERED AGENT OF GRTC: The President advised of the need to appoint a new General Counsel and Registered Agent of GRTC to replace Wilburn C. Dibling, Jr., who recently left the service of the City to enter the private practice of law; whereupon, Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION APPOINTING WILLIAM M. HACKWORTH AS GENERAL COUNSEL OF GREATER ROANOKE TRANSIT COMPANY (GRTC); DESIGNATING WILLIAM M. HACKWORTH AS REGISTERED AGENT OF GRTC; AND AUTHORIZING THE SECRETARY OF GRTC TO EXECUTE AND PROVIDE TO THE STATE CORPORATION COMMISSION ANY NECESSARY DOCUMENTS TO DESIGNATE WILLIAM M. HACKWORTH AS THE REGISTERED AGENT OF GRTC. WHEREAS, Wilburn C. Dibling, Jr., former General Counsel and Registered Agent of the Greater Roanoke Transit Company, has entered the private practice of law; and WHEREAS, William X Parsons was appointed by the Board as Acting General Counsel and it is necessary for the Board to appoint a new General Counsel and Registered Agent of GRTC; and WHEREAS, the Board wishes to appoint William M. Hackworth to the above positions. THEREFORE, BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: of GRTC. The Board hereby appoints William M. Hackworth as General Counsel 2. The Board hereby designates William M. Hackworth, a member of the Virginia State Bar and General Counsel of GRTC, as the Registered Agent of GRTC. 250 3. The Secretary is hereby authorized to execute and provide to the State Corporation Commission any necessary documents to designate William M. Hackworth as the Registered Agent of GRTC. 4. This Resolution shall be effective upon its passage. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Harris and adopted by the following vote: AYES: Directors Harris, Hudson, Swain, Trout, Wyatt and President Bowers ......................................................................................................... 6. NAYS: None ........................................................................................ 0. (Director White was absent.) There being no further business, the President declared the meeting adjourned at 1:07 p.m. APPROVED: David~ President ATTEST: Mary F. Parker Secretary 251 GREATER ROANOKE TRANSIT COMPANY August 16, 1999 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, August 16, 1999, at 1:00 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors W. Alvin Hudson, Carroll E. Swain, James O. Trout, William White, Sr., Linda F. Wyatt and President David A. Bowers ..................... 6. ABSENT: Director C. Nelson Harris .........................................................1. Also present were James D. Ritchie, Acting Vice President of Operations, Greater Roanoke Transit Company; Diane S. Akers, Acting Assistant Vice President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, the President advised that the minutes of the regular meeting held on Monday, July 19, 1999, would be received and filed. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated August 16, 1999, advising that the latest round of labor contract negotiations was held on July 19 and 20 between the Southwestern Virginia Transit Management Company and the Amalgamated Transit Union; Southwestern Virginia Transit Management Company is the employer for the employees who operate Valley Metro; after these meetings, a proposed contract which was endorsed by the union negotiation team was taken to the membership for a vote; at the general membership meeting, the proposed contract was rejected; GRTC and the Union are currently working to schedule another meeting to discuss the contract further; and inasmuch as the current contract expired on June 30, 1999, GRTC and the Union are operating under a temporary agreement, and no labor disruption is anticipated at this time. 252 (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the 12 month period ending June 30, 1999. (For full text, see Financial and Operating Report on file in the Secretary's Office.) Mr. White raised a question in regard to $369,472.83 net income as reflected in the financial statement and whether the net income is anticipated to be a continuing trend; whereupon, the Treasurer was requested to provide information on the financial impact of the net income on the 1999-2000 City of Roanoke operating budget and whether the $369,472.83 can be reallocated for other purposes. Without objection by the Board, the President advised that the Financial and Operating Report would be received and filed. CAMPBELL COURT TRANSPORTATION CENTER LEASE AGREEMENT - PERSONNEL MANAGEMENT AND CIS TRAINING FACILITY: The General Manager submitted a written report with regard to execution of a lease agreement between the City of Roanoke and Greater Roanoke Transit Company for lease of space in the Campbell Court Transportation Center for the Personnel Management and CIS Training Facility, advising that Greater Roanoke Transit Company and the City of Roanoke entered into a one year lease on August 1, 1998, for 2,843 square feet of office space on the third floor of the Campbell Court Transportation Center, for use by the Personnel Management and CIS departments as an employee training center; GRTC and the City of Roanoke wish to enter into a lease that will make the location available to the City on a long-term basis, for an initial term of one year beginning September 1,1999, with up to four one-year extensions on mutual agreement of both parties, at a yearly lease rate of $8.50 per square foot for year one, $9.00 per square foot for option year one, $9.50 per square foot for option year two, $10.00 per square foot for option year three, and $10.50 per square foot for option year four. The General Manager recommended that the Board of Directors authorize execution of a lease agreement between the City of Roanoke and Greater Roanoke Transit Company for lease of space in the Campbell Court Transportation Center for the Personnel Management and CIS Training Facility, effective September 1, 1999. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: 253 "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING EXECUTION OF A LEASE AGREEMENT WITH THE CITY OF ROANOKE FOR SPACE IN THE CAMPBELL COURT TRANSPORTATION CENTER. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company ("GRTC") that the General Manager is authorized to execute for and on behalf of GRTC, upon form approved by the General Counsel, a lease with the City of Roanoke, Virginia, for certain space in the Company's Campbell Court Transportation Center for an office and training facility space for a one year term, with the option of renewal for up to four additional one-year terms upon mutual agreement of the parties, and upon certain other terms and conditions as more fully set out in the report to this Board dated August 16, 1999. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Hudson and adopted by the following vote: AYES: Directors Hudson, Swain, Trout, White, Wyatt and President Bowers ......................................................................................................... 6. NAYS: None ........................................................................................ 0. (Director Harris was absent.) EXECUTION OF LEASE AGREEMENT WITH COMPREHENSIVE COMPUTER SOLUTIONS, INC. - CAMPBELL COURT TRANSPORTATION CENTER: The General Manager submitted a written report advising that Greater Roanoke Transit Company was recently contacted by Comprehensive Computer Solutions, Incorporated, which is a company that sells and services computer systems and networks; the company currently has offices located in Christiansburg, Virginia, and is interested in opening a sales office in the Roanoke area; the GRTC staff showed the company 888 square feet of space on the second floor of the Campbell Court Transportation Center suitable for office use; and major terms of the lease agreement would include an initial term of one year beginning September 1, 1999, with up to two one-year extensions on mutual agreement of both parties, at a yearly lease rate of $9.00 per square foot for year one, $9.45 per square foot for option year one, and $9.95 per 254 square foot for option year two. The General Manager recommended that the Board of Directors authorize execution of a lease agreement with Comprehensive Computer Solutions, Incorporated for lease of office space in the Campbell Court Transportation Center, effective September 1, 1999. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING EXECUTION OF A LEASE AGREEMENT WITH COMPREHENSIVE COMPUTER SOLUTIONS, INCORPORATED, FOR SPACE IN THE CAMPBELL COURT TRANSPORTATION CENTER. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company ("GRTC") that the General Manager is authorized to execute for and on behalf of GRTC, upon form approved by the General Counsel, a lease with Comprehensive Computer Solutions Incorporated, for certain space in the Company's Campbell Court Transportation Center for an office facility for a one year term, with the option of renewal for up to two additional one-year terms upon mutual agreement of the parties, and upon certain other terms and conditions as more fully set out in the report to this Board dated August 16, 1999. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Hudson and adopted by the following vote: AYES: Directors Hudson, Swain, Trout, White, Wyatt and President Bowers ....................................................................................................... 6. NAYS: None ........................................................................................ 0. (Director Harris was absent.) ADVERTISING SERVICES CONTRACT FOR SALE OF ADVERTISING SPACE ON GRTC PROPERTY: The General Manager submitted a written report advising that on April 12, 1999, Greater Roanoke Transit Company issued a Request for 255 Proposal (RFP) for an advertising services contract in order to provide for the sale of advertising space on GRTC property; GRTC staff reviewed the four proposals that were submitted; upon review of the proposals, it was determined that the proposal submitted by Media Transit, Inc., appeared to be the most advantageous proposal for GRTC; one of the unsuccessful offerors, Obie Media Corporation, objected to the above determination and notified GRTC of its objection; a review panel rejected Obie's protest; on June 10, 1999, Obie filed a suit against GRTC requesting a temporary injunction prohibiting GRTC from awarding an advertising services contract to Media Transit, Inc., claiming that GRTC's decision was erroneous; and the suit is still pending. It was further advised that GRTC is maintaining the current advertising contract with Obie Media, on a month to month basis; GRTC staff has reviewed the RFP that was previously sent out together with the possibility of having the sale of advertising space on buses and property handled in house instead of contracting it to an outside entity; based on the above review, GRTC staff believes it would be in the best interest of GRTC to reject all proposals, as allowed by the current RFP, and to either revise the RFP to strengthen its terms and reissue a new RFP for an advertising services contract, or to take the sale of advertising space on GRTC property in house. The General Manager recommended that the Board of Directors take the following action: Determine that it is in the best interest of GRTC to reject all proposals submitted for the RFP for an advertising services contract issued on April 12, 1999, and authorize the General Manager to do so. Authorize the General Manager to determine the most advantageous method for GRTC to sell advertising space on GRTC property, i.e. either by bringing the job in house or by revising and reissuing the RFP for an outside contract. Authorize the General Manager to take such action as is necessary to implement the method selected to sell advertising space on GRTC property, and if it is determined by the General Manager that it would be best to revise and reissue the RFP, the Board find that competitive negotiation for other than professional services be used since sealed bidding is not practicable or is not fiscally advantageous to GRTC. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY 256 A RESOLUTION REJECTING ALL PROPOSALS SUBMITTED FOR THE REQUEST FOR PROPOSALS ISSUED ON APRIL 12, 1999, FOR AN ADVERTISING SERVICES CONTRACT AND AUTHORIZING THE GENERAL MANAGER TO DO SO; AUTHORIZING THE GENERAL MANAGER TO DETERMINE THE MOST ADVANTAGEOUS METHOD FOR THE GREATER ROANOKE TRANSIT COMPANY (GRTC) TO SELL ADVERTISING SPACE ON GRTC PROPERTY; AND AUTHORIZING THE GENERAL MANAGER TO TAKE SUCH ACTION AS IS NECESSARY TO IMPLEMENT THE METHOD SELECTED TO SELL ADVERTISING ON GRTC PROPERTY. WHEREAS, on April 12, 1999, GRTC issued a request for proposal (RFP) for an advertising services contract in order to provide for the sale of advertising space on GRTC property; WHEREAS, GRTC staff have reviewed the RFP which was previously sent out together with the possibility of having the sale of advertising space on GRTC property handled in house instead of contracting it to an outside entity; and WHEREAS, GRTC staff have recommended to the Board that it would be in the best interest of GRTC to reject all proposals for the RFP and to either revise the RFP and reissue a new RFP for an advertising service contract or to take the sale of advertising space on GRTC property in house, and staff have requested that the Board allow the General Manager to make such determination and take appropriate action to implement that decision. THEREFORE, BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: 1. All proposals submitted for the RFP that was issued by GRTC on April 12, 1999, for an advertising services contract be, and hereby are, rejected and the General Manager is hereby authorized to reject all such proposals and take appropriate action to notify the offerors that all proposals have been rejected. 2. The General Manager is authorized to determine the most advantageous method for GRTC to sell advertising space on GRTC property; (i.e. either by bringing the job in house or revising and reissuing the RFP foran outside contract, whichever may be in the best interest of GRTC.) 3. The General Manager is further authorized to take such action as is necessary to implement the method selected by the General Manager as the best method for GRTC to sell advertising space on GRTC property and the Board further finds that if it would be best to revise and reissue the RFP, the method known as 257 competitive negotiation for other than professional services would be the preferred method to be used for the reissuance of any RFP since sealed bidding is not practicable and/or is not fiscally advantageous to GRTC in this particular matter, all as more fully set forth in the report to this Board dated August 16, 1999. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers Mary F. Parker President Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Hudson and adopted by the following vote: AYES: Directors Hudson, Swain, Trout, White, Wyatt and President Bowers ......................................................................................................... 6. NAYS: None .......................................................... -. ............................. 0. (Director Harris was absent.) OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:15 p.m. APPROVED: President ATTEST: Mary F. Parker Secretary 258 GREATER ROANOKE TRANSIT COMPANY September 20, 1999 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President Pro-Tem, Linda F. Wyatt, on Monday, September 20, 1999, at 1:00 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors W. Alvin Hudson, Carroll E. Swain, James O. Trout, William White, Sr., and President Pro-Tem Linda F. Wyatt- .................................. 5. ABSENT: President David A. Bowers and Vice-President C. Nelson Harris ..... 2. Also present were James D. Ritchie, Acting Vice President of Operations, Greater Roanoke Transit Company; Diane S. Akers, Acting Assistant Vice President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, the President Pro-Tem advised that the minutes of the regular meeting held on Monday, August 16, 1999, would be received and filed. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated September 20, 1999, advising that effective September 30, 1999, GRTC will terminate its contract with Obie Media for advertising sales services; Obie Media has been contracted in the past to sell advertising that appears on the outside of Valley Metro buses; a part time advertising sales position has been created, and an individual was hired by Southwestern Virginia Transit Management Company to take over the sales function, with the compensation for this position to be on a commission basis. It was advised that a new labor agreement has been reached between the Southwestern Virginia Transit Management Company and the Amalgamated Transit Union; representatives for Southwestern Virginia Transit Management Company and 259 the Amalgamated Transit Union met on September 8, 1999, to clarify the final few items left unsettled regarding the proposed labor contract between the two parties; and the union membership met on September 12, 1999, and voted to accept the proposed three-year contract. It was further advised that Ryder/ATE has been sold by its parent company, Ryder Systems, to FirstGroup PLC; FirstGroup is the UK's largest bus operator with a fleet of over 9,000 buses and employs over 30,000 people worldwide; the Ryder/ATE name will be changing to correspond and reflect the new parent company; and GRTC management is excited about the new company's interest in the U. S. transit market, as FirstGroup's history is one of superior quality service and support for all customers. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President Pro-Tern advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of July, 1999. (For full text, see Financial and Operating Report on file in the Secretary's Office.) Without objection by the Board, the President Pro-Tem advised that the Financial and Operating Report would be received and filed. GREATER ROANOKE TRANSIT COMPANY'S DISADVANTAGED BUSINESS ENTERPRISE PROGRAM: The General Manager submitted a written report advising that Disadvantaged Business Enterprise (DBE) Programs have been in place at Greater Roanoke Transit Company since 1980 to ensure that disadvantaged business enterprises have the maximum opportunity to participate in all aspects of GRTC's contracting activities; formal adoption by the Board of Directors of a Disadvantaged Business Enterprise Program to be administered by management last occurred in August 1993; an updated and revised DBE program is required by the Federal Transit Administration (FTA) by September 1999 as a condition of Greater Roanoke Transit Company receiving continued Federal subsidy funding; this updated and revised program has been submitted to FTA's Office of Civil Rights subject to approval by the Board; there are only a few minor changes in the policy, the most significant being that GRTC is now required to monitor payments to DBE subcontractors from the prime contractor to see that payments are made within a specified period of time; and also, the annual percentage goal for DBE participation is now five percent; however, this goal is not a cap and GRTC will strive to exceed the five percent goal. 260 The General Manager recommended that the Board approve a Resolution adopting the Disadvantaged Business Enterprise Program for Greater Roanoke Transit Company dated September 1, 1999, and authorize the General Manager to submit the DBE Program to the Federal Transit Administration and take such further action as may be necessary to ensure GRTC's compliance with this FTA requirement. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION ADOPTING THE DISADVANTAGED BUSINESS ENTERPRISE PROGRAM FOR GREATER ROANOKE TRANSIT COMPANY; AND AUTHORIZING THE GENERAL MANAGER TO SUBMIT SAID PROGRAM TO THE FEDERAL TRANSIT ADMINISTRATION. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that: Consistent with Federal Transit Administration Regulations, the Greater Roanoke Transit Company has developed a revised Disadvantaged Business Enterprise Program. The Disadvantaged Business Enterprise Program dated September 1, 1999, for the Greater Roanoke Transit Company, establishing a disadvantaged business enterprise goal of 5% is hereby ADOPTED. The General Manager is authorized to submit the Company's Disadvantaged Business Enterprise Program and any necessary accompanying documentation to the Federal Transit Administration and to take such further action as may be necessary to ensure GRTC's compliance with this FTA requirement, all as more fully set forth in the report to this Board dated September 20, 1999. It is the policy of the GRTC to establish, review and maintain specific measurable and attainable percentage goals for disadvantaged business enterprises. This resolution and policy statement shall be circulated throughout the community, including minority, female and nonminority businesses and organizations, and to employees. 261 Adopted by the Board of Directors of Greater Roanoke Transit Company this 20th day of September, 1999. APPROVED: S/David A. Bowers David A. Bowers President ATTEST: S/Mary F. Parker Mary F. Parker Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Hudson and adopted by the following vote: AYES: Directors Hudson, Swain, Trout, White, and President Pro-Tern Wyatt ........................................................................................................... 5. NAYS: None ........................................................................................ 0. (President Bowers and Vice-President Harris were absent.) REVISED DRUG FREE WORKPLACE AND SUBSTANCE ABUSE POLICIES: The General Manager submitted a written report advising that the Federal Transit Administration requires grantees receiving funds under Capital Grants or Urbanized Area Formula Grants to have drug and alcohol, and drug free workplace policies in place; on December 11, 1995, the Board adopted a Resolution requiring Southwestern Virginia Transit Management Company, Inc., to establish a Substance Abuse Policy, as the management company of the GRTC transit system; Southwestern Virginia Transit Management Company, through its personnel and attorneys, developed and adopted such a policy; as a result of the recent Federal Transit Administration triennial review, Southwestern Virginia Transit Management Company's Substance Abuse Policy was found to be noncompliant with federal regulations 49 CFR Part 653 and 654 in certain areas; and GRTC should approve of and require Southwestern Virginia Transit Management Company to amend its current Substance Abuse Policy to correct the deficiencies so that policies are in compliance with the governing regulations. The General Manager recommended that the Board of Directors require Southwestern Virginia Transit Management Company to amend the current Substance Abuse Policy dated January 1, 1996, so that it is in compliance with the governing regulations, and authorize the Gerieral Manager to execute the appropriate certification and take such other action as may be necessary to ensure the policy is in compliance with Federal Transit Administration requirements. 262 (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION REQUIRING SOUTHWESTERN VIRGINIA TRANSIT MANAGEMENT COMPANY, INC. (SVTMC) TO AMEND ITS CURRENT SUBSTANCE ABUSE POLICY DATED JANUARY 1, 1996, SO THAT IT IS IN COMPLIANCE WITH THE APPROPRIATE REGULATIONS OF THE FEDERAL TRANSIT ADMINISTRATION (FTA) AND AUTHORIZING THE GENERAL MANAGER TO EXECUTE THE APPROPRIATE CERTIFICATION AND TAKE SUCH OTHER ACTION AS MAY BE NECESSARY TO ENSURE THE POLICY IS IN COMPLIANCE WITH FTA REQUIREMENTS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that: Southwestern Virginia Transit Management Company, Inc., amend SVTMC's current Substance Abuse Policy dated January 1, 1996, so that the Policy is in compliance with the appropriate FTA regulations and requirements, all as more fully set forth in the report to this Board dated September 20, 1999. The General Manager of GRTC is hereby authorized to certify on behalf of GRTC and to execute the appropriate certification of compliance pursuant to the terms of 49 CFR 653 and 654 and to execute, in form approved by General Counsel, such documentation as is necessary to provide a certification of compliance with the appropriate FTA regulations and requirements. The General Manager is further authorized to take such action as may be necessary to ensure that SVTMC's Substance Abuse Policy and/or its Drug-Free Work Place Policy are in compliance with appropriate FTA regulations and requirements. Adopted by the Board of Directors of Greater Roanoke Transit Company this 20th day of September, 1999. 263 APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Hudson and adopted by the following vote: AYES: Directors Hudson, Swain, Trout, White, and President Pro-Tem Wyatt- ........................................................................................................... 5. NAYS: None ........................................................................................ 0. (President Bowers and Vice-President Harris were absent.) ADVERTISING SERVICES CONTRACT FOR SALE OF ADVERTISING SPACE ON GRTC PROPERTY: The General Manager submitted a written report advising that on August 16, 1999, the Greater Roanoke Transit Company Board of Directors approved a Resolution authorizing the GRTC General Manager to determine the most advantageous method for GRTC to sell advertising space on GRTC property and to implement the selected method; the two possible methods are to either contract with an outside advertising agency or to take the advertising sales function in house; GRTC management has determined that the most advantageous method to sell advertising space on GRTC property would be to take the advertising sales function in house; and approval is required from the Board of Directors to permit the General Manager and Assistant General Manager to enter into contracts for advertising space on GRTC property. The General Manager recommended that the Board of Directors authorize the General Manager and Assistant General Manager to develop and sign advertising contracts for the sale of advertising space on GRTC property, and to modify said contracts as necessary, such contracts being approved as to form by General Counsel; provided however, that any such advertising contracts that are greater than $25,000.00 or that exceed one year in length shall be subject to final approval by the Vice President of Operations of Greater Roanoke Transit Company before such contract will be binding on Greater Roanoke Transit Company. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: 264 "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE GENERAL MANAGER AND ASSISTANT GENERAL MANAGER OF THE GREATER ROANOKE TRANSIT COMPANY (GRTC) TO DEVELOP AND SIGN ADVERTISING CONTRACTS FOR THE SALE OF ADVERTISING SPACE ON GRTC PROPERTY AND TO MODIFY SAID CONTRACTS AS NECESSARY, SUCH CONTRACTS BEING APPROVED AS TO FORM BY GENERAL COUNSEL. WHEREAS, by resolution adopted by this Board on August 16, 1999, the General Manager was authorized to determine the most advantageous method for GRTC to sell advertising space on GRTC property and to take such actions as necessary to implement the method selected by the General Manager; and WHEREAS, the General Manager has determined that the most advantageous method to sell advertising space on GRTC property would be to take the sales of such advertising space in-house; and WHEREAS, the General Manager and Assistant General Manager must now develop and be authorized to sign advertising contracts for the sale of advertising space on GRTC property in order to properly implement the method selected by the General Manager for the sale of such advertising space, and to modify those contracts as necessary; and WHEREAS, the Board believes it is appropriate for the General Manager and Assistant General Manager to be authorized to develop and sign advertising contracts for the sale of advertising space on GRTC property and to modify such contracts as necessary, subject to such contracts being approved as to form by General Counsel; provided, however, that any such advertising contracts that are greater than $25,000 or that exceed one year in length shall be subject to final approval by the Vice-President of Operations of GRTC before such contract will be binding on GRTC. THEREFORE, BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: 1. The General Manager and Assistant General Manager of GRTC are hereby authorized to develop and sign advertising contracts on behalf of GRTC for the sale of advertising space on GRTC property and to modify such contracts as may be necessary, with such contracts being approved as to form by General Counsel; provided, however, that any such advertising contracts that are greater than $25,000 or that exceed one year in length shall be subject to final approval by the Vice- President of Operations of GRTC before such contract will be binding on GRTC, all as more fully set forth in the report to this Board dated September 20, 1999. 2. The General Manager is further authorized to take such other action as may be necessary to ensure the implementation and execution of the sale of advertising space on GRTC property. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Hudson and adopted by the following vote: AYES: Directors Hudson, Swain, Trout, White, and President Pro-Tem Wyatt ........................................................................................................... 5. NAYS: None ........................................................................................ 0. (President Bowers and Vice-President Harris were absent.) OTHER BUSINESS: None. There being no further business, the President Pro-Tem declared the meeting adjourned at 1:10 p.m. ATTEST: Mary F. Parker Secretary 266 GREATER ROANOKE TRANSIT COMPANY December 20, 1999 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President David A. Bowers on Monday, December 20, 1999, at 1:00 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, W. Alvin Hudson, Carroll E. Swain, James O. Trout, William White, Sr., Linda F. Wyatt and President David A. Bowers ............................................................................................... 7. ABSENT: None ................................................................................ -0. Also present were James D. Ritchie, Acting Vice President of Operations, Greater Roanoke Transit Company; Diane S. Akers, Acting Assistant Vice President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, the President advised that the minutes of the regular meeting held on Monday, September 20, 1999, would be received and filed. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated December 20, 1999, advising that GRTC held its annual Safety Awards Banquet on December 5, 1999; in addition to annual awards to operators who achieve safety milestones throughout the year, this year GRTC awarded two new awards, i.e., the "Golden Belt" award which is sponsored by the National Safety Council and is given to employees who avoid death or serious injury in an accident because they were wearing their seatbelt, and the "Senior Service Award" which is presented to employees who have 25 years of service or more with the company. 267 It was further advised that the GRTC Assistant General Manager and Director of Maintenance attended the APTA Annual Meeting and Expo in Orlando, Florida, which meeting is held every three years and showcases the latest developments in the transit and transportation industry; and GRTC intends to investigate many of the innovative products shown at the Expo. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Reports for the months of August, September, October and November, 1999. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Reports would be received and filed. REPORT WITH REGARD TO PROVIDING BUS SERVICE ON SUNDAYS: The General Manager submitted a written report in response to an inquiry by the President with regard to providing bus service on Sundays, advising that the projected cost/revenue estimates are based on assumptions that the service will include the City of Salem and the Town of Vinton, ridership will be equal to 50 per cent of Saturday service, and GRTC would provide 10 hours of bus service every Sunday, and in addition, GRTC's paratransit service, STAR, would be required, under the Americans With Disabilities Act, to operate the same schedule as fixed route service to maintain the Federal funding eligibility. It was further advised that it is important for the Board to understand that GRTC's Federal and State operating funds would not increase with this proposed service expansion; therefore, local governments would be asked to support any additional transit service that GRTC provides. (For full text, see report on file in the Secretary's Office.) The President inquired as to whether Valley Metro is able to consider expansion of its services in the future, particularly evening service, and requested that the General Manager report back to the Board at a later date. 268 The General Manager advised that last year a Comprehensive Operational Analysis of the system was prepared and that report recently came back to him; that a public meeting will be held on the recommended changes; however, the report did not recommend expansion of evening services due to Iow ridership. He stated that this is something that may be considered by the Budget Review Committee. Without objection by the Board, the President advised that the report would be received and tiled. RECOGNITION OF ROY Z. MEADOR AND RENAMING THE GRTC OPERATIONS, MAINTENANCE AND ADMINISTRATIVE BUILDING: The General Manager submitted a written report advising that on October 6,1999, a Iongtime employee, Roy Z. Meador, who worked at Valley Metro and its predecessors for 48 years, passed away unexpectedly; Mr. Meador began his employment as a bus operator and through the years was promoted to Dispatcher, Supervisor, Director of Transportation and Director of Maintenance; and the management and employees who worked with Mr. Meador over the years feel it would be a tiffing tribute to a dedicated employee to name GRTC's Operations, Maintenance and Administrative building in Mr. Meador's honor. The General Manager recommended that the Board adopt a resolution recognizing the services of Roy Z. Meador, and naming GRTC's Operations, Maintenance and Administrative facility located at 1108 Campbell Avenue, S. E., in Mr. Meador's honor. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPS, NY A RESOLUTION MEMORIALIZING THE LATE ROY Z. MEADOR. WHEREAS, the members of this Board have learned, with sorrow, of the passing on October 6, 1999, of Roy Z. Meador; WHEREAS, Mr. Meador started as a bus operator for the Roanoke Railway and Electric Company in 1951, and stayed with the company through many changes, with the company evolving into Valley Metro; WHEREAS, Mr. Meador rose through the ranks as Valley Metro to become Director of Maintenance in November 1981; 269 WHEREAS, Mr. Meador received many customer commendations for his good attitude and customer service; WHEREAS, Mr. Meador received an award for innovative management achievements twice and an award for excellence in fleet maintenance five times from the magazine Fleet Owner's; and WHEREAS, this Board desires to take special note of the passing of this distinguished Roanoker. THEREFORE, BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: The Board adopts this means of recording its deepest regrets at the passing of Roy Z. Meador, and extends to his wife, Evelyn M. Meador, and his son, Michael R. Meador of Roanoke, the sympathy of this Board and of the management and employees who worked with Mr. Meador. The Secretary is directed to forward an attested copy of this resolution to Mrs. Evelyn M. Meador. Adopted by the Board of Directors of Greater Roanoke Transit Company this 20th day of December, 1999. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Hudson and adopted by the following vote: AYES: Directors Harris, Hudson, Swain, Trout, White, Wyatt and President Bowers ..................................................................................................... 7. NAYS: None ............................................................................................ 0. Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY 270 A RESOLUTION DESIGNATING AND NAMING THE GREATER ROANOKE TRANSIT COMPANY'S OPERATIONS, MAINTENANCE AND ADMINISTRATIVE FACILITY AS THE ROY Z. MEADOR OPERATIONS, MAINTENANCE AND ADMINISTRATIVE FACILITY IN HONOR OF ROY Z. MEADOR. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that: The Greater Roanoke Transit Company's Operations, Maintenance- and Administrative Facility located at 1108 Campbell Avenue, S. E., Roanoke, Virginia, is hereby designated and named The Roy Z. Meador Operations, Maintenance and Administrative Facility in honor of Roy 7. Meador, all as more fully set forth in the report to this Board dated December 20, 1999. The General Manager of GRTC is hereby directed to cause the above Facility name to be noted appropriately on the said Facility. Adopted by the Board of Directors of Greater Roanoke Transit Company this 20th day of December, 1999. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Hudson and adopted by the following vote: AYES: Directors Harris, Hudson, Swain, Trout, White, Wyatt and President Bowers .......................................................................................................... -7. NAYS: None ........................................................................................ 0. President Bowers presented a crystal star and a framed copy of the Resolution memorializing Mr. Meador to his widow, Mrs. Evelyn M. Meador. REPORTS OF COMMITTEES: 271 GRTC AUDIT COMMITTEE: Minutes of the Greater Roanoke Transit Company Audit Committee meeting held on Monday, December 6, '1999, were before the Board of Directors. (For full text, see minutes on file in the Secretary's Office.) Without objection by the Board, the President advised that the minutes would be received and filed. HEARING OF CITIZENS: Ms. Gloria Dorma, 3513 Dona Drive, N. W., Roanoke, Virginia, addressed the Board with regard to the deterioration of conditions at the Campbell Court Transportation Center in downtown Roanoke. She explained that one afternoon recently, she went to Campbell Court intending to ride a Valley Metro bus home; when she arrived at Campbell Court she became frightened and upset because the waiting area was very desolate and there was not a Valley Metro employee in attendance at the time; and instead of waiting for a bus, she decided to call a taxi cab to take her home. She stated the need for higher visibility of a crime prevention officer or security personnel at the Campbell Court Transportation Center inasmuch as downtown is deserted in the late afternoon, and it could become dangerous for citizens in and around the area due to the lack of visible security personnel. The President advised that without objection, Ms. Dorma's remarks would be received and filed and referred to the General Manager. OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:17 p.m. APPROVED: David A. Bowers President Mary F. Parker Secretary 272 GREATER ROANOKE TRANSIT COMPANY January18,2000 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President David A. Bowers on Tuesday, January 18, 2000, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors C. Nelson Harris, W. Alvin Hudson, Carroll E. Swain, James O. Trout, William White, Sr., Linda F. Wyatt and President David A. Bowers ....................................................................................... -7. ABSENT: None .................................................................... -0. Also present were Darlene L. Burcham, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Assistant Vice President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, the President advised that the minutes of the regular meeting held on Monday, December 20, 1999, would be received and filed. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated January 18, 2000, advising that at the request of Greater Roanoke Transit Company, First Transit, Inc. (formerly Ryder/ATE, Inc.), conducted a Comprehensive Operational Analysis that evaluated the existing fixed-route transit service; the report indicated that "the overall design of the transit system is, in fact, very effective and has provided the City with high quality service for many years"; however, there were several minor changes that were recommended, including (1) changing the Route numbering system, which will make it easier for users and potential users to understand the system and improve customer satisfaction, and (2) making slight route modifications to increase the efficiency of the system. I~ was advised that prior to making any changes, Valley Metro will hold two public hearings on January 26 and 27 to disseminate information and hear the opinions of citizens 273 regarding the proposed changes, and the proposed changes, which are scheduled to take place during the week of March 20th, will improve transit operations, make the system easier to understand, and concentrate available resources and capacity on actions that will have the greatest impact on performance without affecting the operating budget. It was further advised that the GRTC Assistant General Manager and Director of Maintenance attended the APTA Annual Meeting and Expo in Orlando, Florida, which meeting is held every three years and showcases the latest developments and products in the transit and transportation industry; at the show, arrangements were made with Thomas Built Buses for GRTC to test a new Iow floor transit bus they will be building; GRTC will be one of the first transit properties in the United States to receive one of these vehicles; and GRTC intends to operate the bus on all cf its routes to test the efficiencies and gather performance data on the new vehicle to determine if the vehicle is suitable for purchase. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. CAMPBELL COURTTRANSPORTATION CENTER LEASE AGREEMENT-GOLD AND GIFT SHOPPE: The General Manager submitted a written report advising that in November 1994, GRTC and the Gold and Gift Shoppe, Inc., entered into a five year lease for 1,150 square feet of retail sales space on the ground floor of the Campbell Court Transportation Center; and Gold and Gift Shoppe, Inc. wishes to remain in their present location and would like to enter into another five year lease with GRTC. It was further advised that up to $3,000.00 in rent credit will be allowed for approved capital improvements to be spread over fifteen months; the current lease rate is $9.25 per sq. ft.; and it is recommended that the General Manager be authorized to enter into a lease agreement with the Gold and Gift Shoppe, Inc., effective February 1, 2000, as summarized in the report and in form approved by Legal Counsel. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING EXECUTION OF A LEASE AGREEMENT WITH GOLD AND GIFT SHOPPE, INC., FOR SPACE IN THE CAMPBELL COURT TRANSPORTATION CENTER. 274 BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the General Manager is authorized to execute for and on behalf of GRTC, upon form approved by the General Counsel, a lease with Gold and Gift Shoppe, Inc., for certain space in the Company's Campbell Court Transportation Center for a jewelry and gift shop for a five year term, and upon certain other terms and conditions as more fully set out in the report to this Board dated January 18, 2000. Adopted by the Board of Directors of Greater Roanoke Transit Company this 18th day of January, 2000. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Hudson and adopted by the following vote: AYES: Directors Harris, Hudson, Swain, Trout, White, and President Bowers ........................................................................................ -6. NAYS: None ....................................................................................... -0. (Director Wyatt was out of the Council Chamber) At this point, approximately 1:35 p.m., Ms. Wyatt entered the meeting. FEDERAL TRANSIT ADMINISTRATION OPERATING ASSISTANCE AND COMMONWEALTH OF VIRGINIA ADMINISTRATIVE AND MAINTENANCE ASSISTANCE FOR FISCAL YEAR 2000-2001: The General Manager submitted a written report advising that financial assistance has been provided to Greater Roanoke Transit Company by the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation during previous fiscal years for certain operating, administrative, and maintenaqce expenses; Greater Roanoke Transit Company is eligible for $'1,116,608.00 in operating assistance from the Federal Transit Administration during fiscal year 2000- 2001, which amount represents a $130,347.80 increase from the amount provided for the current fiscal year; Greater Roanoke Transit Company is eligible for approximately $890,000.00 in operating assistance from the Commonwealth of Virginia Department of Rail and Public Transportation, which is the same amount provided for the current fiscal year; and authorization to file applications for financial 275 assistance from the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation is needed from the Greater Roanoke Transit Company Board of Directors. The General Manager recommended that he be authorized to file applications requesting the maximum operating and capital financial assistance from the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation for fiscal year 2000-2001; and be further authorized to accept and execute the necessary grant agreements in a form to be approved by Legal Counsel. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS AND THE ACCEPTANCE AND EXECUTION OF APPROPRIATE AGREEMENTS FOR OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR 2000-2001 WITH THE FEDERAL TRANSIT ADMINISTRATION AND THE COMMONWEALTH OF VIRGINIA DEPARTMENT OF RAIL AND PUBLIC TRANSPORTATION UPON CERTAIN TERMS AND CONDITIONS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the Company's General Manager and Secretary are authorized to execute and attest, respectively, in a form approved by General Counsel, appropriate applications requesting the maximum operating and capital financial assistance from the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation for fiscal year 2000-2001 and further to accept and execute the necessary operating grant agreements and capital grant agreements, in a form approved by General Counsel, all as more particularly set forth in the report of the General Manager to this Board dated January 18, 2000. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Harris and adopted by the following vote: 276 AYES: Directors Harris, Hudson, Swain, Trout, White, Wyatt and President Bowers ........................................................................................ -7. NAYS:None .................................................................................. ~. APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager submitted a written report advising that the annual operating budget is approved by the Board of Directors for the operation of the transit system; a Budget Review Committee has been established annually by appointment by the Board of Directors; and the fiscal year 1999-2000 Budget Review Committee was composed of the following members: C. Nelson Harris, Board Member W. Alvin Hudson, Board Member W. Robert Herbert, Vice-President of Operations James D. Grisso, Treasurer The General Manager recommended that the Board of Directors appoin'~ two members of the Board and two Officers of the company to serve as the Fiscal Year 2000-2001 Budget Review Committee. (For full text, see report on file in the Secretary's Office.) Mr. Swain moved that the following persons be appointed to serve as the Fiscal Year 2000-2001 Budget Review Committee: C. Nelson Harris, Board Member W. Alvin Hudson, Board Member Darlene L. Burcham, Vice-President of Operations James D. Grisso, Treasurer The motion was seconded by Mr. Trout and unanimously adopted. OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:40 p.m. APPROVED: David A. Bowers President ATTEST: Mary F. Parker Secretary 277 GREATER ROANOKE TRANSIT COMPANY March 20, 2000 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President David A. Bowers on Monday, March 20, 2000, at 1:45 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors W. Alvin Hudson, Carroll E. Swain, James O. Trout, William White, Sr., Linda F. Wyatt and President David A. Bowers .......................... 6. ABSENT: Director C. Nelson Harris .........................................................1. Also present were Darlene L. Burcham, Vice President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Jr., Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, the President advised that the minutes of the regular meeting held on Tuesday, January 18, 2000, would be received and filed. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated March 20, 2000, advising that in January, management reported that certain route adjustments and a renumbering of the individual routes would be made in response to the recommendations made by the Comprehensive Operational Analysis conducted in 1999; in an effort to assist citizens become familiar with the changes, GRTC proposes to allow free rides for the first four days after the changes take effect; to assist with the expense, GRTC applied to the Virginia Department of Rail and Public Transportation and was awarded a grant to subsidize the promotion; and due to delays in producing new system maps and schedules, the changes will not take effect until mid to late April. 278 It was further advised that this year's annual bus roadeo competition will be held on May 7 at the Roanoke Civic Center; during the event, GRTC bus operators and mechanics compete with each other by driving GRTC's 35-foot buses through a timed obstacle course; and the winners go on to compete in the state roadeo which will be held in Hampton Roads this year. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORTS: The General Manager submitted the Financial and Operating Reports for the months of December, 1999, and January and February, 2000. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Reports would be received and filed. CAMPBELL COURT TRANSPORTATION CENTER LEASE AGREEMENT - FAMILY PRESERVATION SERVICES, INC.: The General Manager submitted awritten report advising that GRTC was recently contacted by Family Preservation Services, Inc., a company that offers counseling services to social service agencies, to discuss leasing 916 square feet of space on the second floor of Campbell Court Transportation Center for their business office; after proper review, it has been determined that Family Preservation Services (FPS) would be a suitable tenant for Campbell Court, and FPS has agreed to a Lease Agreement in accordance with the proposed terms set forth in the report. It was further advised that the initial lease would be for a two year term, with up to three (3) one year extensions beginning April 1, 2000; and it is recommended that the General Manager be authorized to enter into a lease agreement with Family Preservation Services, Inc., effective April 1, 2000, for the space located at 31-F Campbell Avenue, as summarized in the report and in form approved by Legal Counsel. (For full text, see report on file in the Secretary's Office.) Mr. Trout offered the following Resolution: 279 "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING EXECUTION OF A LEASE AGREEMENT WITH FAMILY PRESERVATION SERVICES, INC., FOR SPACE IN THE CAMPBELL COURT TRANSPORTATION CENTER. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company ("GRTC") that the General Manager is authorized to execute for and on behalf of GRTC, upon form approved by the General Counsel, a lease with Family Preservation Services, Inc., for certain office space in the Company's Campbell Court Transportation Center for a two year term, with up to three one year extensions, and upon certain other terms and conditions as more fully set out in the report to this Board dated March 20, 2000. Adopted by the Board of Directors of Greater Roanoke Transit Company this 20th day of March, 2000. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers President Mary F. Parker Secretary" - Mr. Trout moved the adoption of the Resolution. The motion was seconded by Mr. Hudson and adopted by the following vote: AYES: Directors Hudson, Swain, Trout, White, Wyatt and President Bowers .................................................................................................. -6. NAYS: None .......................................................................................... -0. (Director Harris was absent.) OTHER BUSINESS: Mr. Hudson inquired as to what impact, if any, the recent increase in fuel costs has had on the GRTC budget; whereupon, Mr. Morgan advised that fuel prices were lower the first half of this fiscal year, and he does not anticipate any critical budget issues arising between now and the end of the fiscal year; however, he stated that he is increasing the budgeted amount for fuel costs for the next fiscal year. 28O Mr. Swain inquired as to whether it would be possible to request funds from the State to subsidize any budget shortage that may arise due to fuel costs; whereupon, the General Manager advised that any funding shortage would need to be addressed by the locality. There being no further business, the President declared the meeting adjourned at 1:50 p.m. APPROVED: David A. Bowers President Mary F. Parker Secretary 281 GREATER ROANOKE TRANSIT COMPANY June 5, 2000 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the President, David A. Bowers, on Monday, June 5,2000, at 5:15 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Wendell H. Butler, W. Alvin Hudson, Jr., Carroll E. Swain, William White, Sr., Linda F. Wyatt and President David A. Bowers .......................... 6. ABSENT: Director C. Nelson Harris ........................................................... 1. Also present were Darlene L. Burcham, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Assistant Vice President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; and William E. Holdren, Assistant General Manager, Valley Metro. STATEMENT OF PURPOSE: This is to advise you that there will be a special meeting of the Greater Roanoke Transit Company Board of Directors on Monday, June 5, 2000, immediately following adjournment of the City Council meeting, in the City Council Chamber. The purpose of the meeting will be to schedule the Annual Meeting of the Stockholders of the Greater Roanoke Transit Company, and to elect a Director to fill the unexpired term of the late James O. Trout. I would propose that the Annual Meeting be held on Monday, June 19, 2000, immediately following adjournment of the regular meeting of the Greater Roanoke Transit Company Board of Directors which is scheduled to convene at 1:00 p.m., in the City Council Chamber. Motion to hold the annual Stockholders meeting on Monday, June 19, 2000, immediately following the GRTC Board of Directors meeting. ELECTION OF DIRECTOR: Mr. Hudson placed in nomination the name of Wendell H. Butler as a Director. 282 There being no further nominations, Mr. Hudson moved that the abovenamed person be elected as a Director of the Greater Roanoke Transit Company for a Germ of one year commencing upon the date of his election and until his successor has been duly elected and shall have duly qualified. The motion was seconded by Mr. Harris and adopted by the following vote: Dr. Wendell H. Butler was appointed to fill the unexpired term of James O. Trout, deceased, ending June 30, 2000, by the following vote: AYES: Directors W. Alvin Hudson, Jr., Carroll E. Swain, William White, Sr., Linda F. Wyatt and President David A. Bowers ..................................................... 5. NAYS: None ....................................................................................... -0. (Director Harris was absent.) OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 5:20 p.m. APPROVED: David A. Bowers President ATTEST: Mary F. Parker Secretary 283 GREATER ROANOKE TRANSIT COMPANY June 19,2000 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by the Vice-President, C. Nelson Harris, on Monday, June 19, 2000, at 1:00 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Wendell H. Butler, W. Alvin Hudson, Carroll E. Swain, William White, Sr., and Vice-President C. Nelson Harris ........................................ 5. ABSENT: President David A. Bowers and Director Linda F. Wyatt ................ -2. Also present were Darlene L. Burcham, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Assistant Vice President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; and David A. Morgan, General Manager, Valley Metro. MINUTES: Mr. White moved that the minutes of the regular meeting held on Monday, March 20, 2000, be approved as written. The motion was seconded by Mr. Hudson and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated June 19, 2000, advising that the fareboxes on GRTC's fleet of 38 buses have been replaced with new fareboxes that electronically validate the money deposited, which will allow GRTC to process the revenue collected faster and will collect more accurate passenger data; the annual bus roadeo competition was held on May 7 at the Roanoke Civic Center and the winners will go on to compete in the state roadeo to be held during the month of August in Hampton Roads, Virginia; and on April 29, 2000, GRTC implemented the recommended improvements from the Comprehensive Operational Analysis, which was conducted last year by First Transit, and included renumbering of all routes and the realignment of certain routes to improve service efficiency. (For full text, see Management Letter on file in the Secretary's Office.) 284 - Without objection by the Board, the Vice-President advised that the Management Letter would be received and filed. PURCHASE OF AUTOMOBILE LIABILITY, PHYSICAL DAMAGE AND WORKERS' COMPENSATION INSURANCE COVERAGE: The General Manager submitted a written report advising that the auto liability, physical damage and workers' compensation insurance coverage policy with Selective Insurance Company expired on April 1, 2000, which coverage provided for losses up to the value of the rolling stock and $5,000,000.00 for liability losses; GRTC contracts with Acordia of Virginia Insurance Agency, Inc., to provide insurance brokerage services, and Acordia recommended Selective Insurance Company to provide the insurance coverage package for the next year; and replacement insurance coverage was purchased effective April 1, 2000, with Selective Insurance Company, contingent upon the approval of the Greater Roanoke Transit Company Board of Directors; whereupon, the General Manager recommended that the Board approve the purchase of auto liability, physical damage and workers' compensation insurance coverage with Selective Insurance Company, in the amount of $184,455.00, for a one- year period from April 1, 2000, through March 31, 2001. (For full text, see report on file in the Secretary's Office.) Mr. Hudson offered the following resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION APPROVING THE PURCHASE OF AUTO LIABILITY, PHYSICAL DAMAGE AND WORKERS' COMPENSATION INSURANCE COVERAGE FOR THE COMPANY FROM SELECTIVE INSURANCE COMPANY UPON CERTAIN TERMS AND CONDITIONS BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the purchase of auto liability, physical damage and workers' compensation insurance coverage from Selective Insurance Company for $184,455.00, for a one-year period from April 1, 2000 through March 31, 2001, as more particularly set forth in the report to this Board dated June 19, 2000, is hereby approved and the General Manager is authorized to execute, in form approved by General Counsel, the documentation necessary to provide for such coverage. 285 ADOPTED by the Board of Directors of Greater Roanoke Transit Company this 19th day of June, 2000. APPROVED: ATTEST: S/David A. Bowers S/Mary F. Parker David A. Bowers Mary F. Parker President Secretary" Mr. Hudson moved the adoption of the Resolution. The motion was seconded by Mr. Swain and adopted by the following vote: AYES: Directors Butler, Hudson, Swain, White and Vice-President Harris ...... 5. NAYS: None ......................................................................................... 0. (President Bowers and Director Wyatt were absent.) REPORTS OF COMMITTEES: FISCAL YEAR 2000-2001 OPERATING BUDGET: The Budget Review Committee submitted a written report with regard to the fiscal year 2000-2001 operating budget, advising that the Board of Directors appointed the Budget Review Committee on January 18, 2000, to review the General Manager's proposed operating budget and provide a report of recommendation to the Board; and the Committee m~ on May 19,2000 to discuss and review the proposed operating budget. It was further advised that the proposed operating budget includes the addition of one new route which will serve the downtown business and education district from the Roanoke Civic Center; there will be no change in parking rates at the Campbell Court Parking Garage, and no transit fare increase; this level of service requires an operating budget that totals $4,812,459.00, which is an increase of 10.9% over fiscal year 1999-2000; and the subsidy to be provided by the City of Roanoke for the fiscal year 2000-2001 operating budget is requested at $1,000,450.00. The Budget Review Committee recommended approval of Greater Roanoke Transit Company's fiscal year 2000-2001 operating budget as submitted. (For full text, see report on file in the Secretary's Office.) 286 Mr. Hudson moved that the Board of Directors approve the Greater Roanoke Transit Company's fiscal year 2000-2001 operating budget. The motion was seconded by Mr. White and adopted. OTHER BUSINESS: None. There being no further business, the Vice-President declared the meeting adjourned at 1:15 p.m. APPROVED: C. Nelson Harris Vice-President Mary F. Parker Secretary 289 GREATER ROANOKE TRANSIT COMPANY July 17, 2000 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by Director Ralph K. Smith, on Monday, July 17, 2000, at 1:30 p.m., in the City Council Chamber, fourth floor of the Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors William D. Bestpitch, William H. Carder, C. Nelson Harris, W. Alvin Hudson, Jr., Linda F. Wyatt and Ralph K. Smith ....................................... 6. ABSENT: DirectorWilliam White, Sr.- ......................................................... 1. Also present were Darlene L. Burcham, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Assistant Vice President of Operations, Greater Roanoke Transit Company; William X Parsons, Assistant General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E.Holdren, Assistant General Manager, Valley Metro. MINUTES: Mr. Hudson moved that the minutes of the regular meeting held on Monday, June 19, 2000, be approved as written. The motion was seconded by Mr. Harris and adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated July 17, 2000, advising that GRTC and the City of Roanoke's Department of Technology have agreed to a one-year extension of the lease for 2,843 square feet on the third floor of Campbell Court which the City currently leases from GRTC for their Employee Development and Training Center; and the original lease agreement dated September 1, 1999 was for a one year term, and allows for up to four one-year extensions. 290 It was further advised that on July 3, 2000, Valley Metro initiated a new route called The Downtown Express, which is a new service that runs every ten minutes between the Roanoke Civic Center parking lot and the Municipal Building on Church Avenue; the service is designed to allow employers and employees in the downtown area, as well as students attending the new Roanoke Higher Education Center, the ability to park in the Civic Center parking lot and be transported free of charge into downtown Roanoke to work and study. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the Management Letter was received and filed. SECRETARY: ELECTION OF OFFICERS: The Secretary presented a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as it may deem proper to serve for a term of one year each commencing upon the date of their election and until their respective successors are elected and qualify. (For full text, see report on file in the Secretary's Office.) Mr. Hudson placed in nomination the names of Ralph K. Smith as President; William H. Carder as Vice-President; Darlene L. Burcham as Vice-President of Operations; James D. Ritchie as Assistant Vice-President of Operations; Mary F. Parker as Secretary; Sandra H. Eakin as Assistant Secretary; James D.Grisso as Treasurer; and Jesse A. Hall as Assistant Treasurer. There being no further nominations, Mr. Hudson moved that the abovenamed persons be elected or reelected as officers of the Greater Roanoke Transit Company for terms of one year each commencing upon the date of their election or reelection and until their respective successors have been duly elected and shall have duly qualified. The motion was seconded by Mr. Harris and adopted by the following vote: 291 AYES: Directors Bestpitch, Carder, Harris, Hudson, Wyatt and President Smith ............................................................................................................ -6. NAYS: None ............................................................................................ 0. (Director White was absent.) OTHER BUSINESS: None. There being no further business, adjourned at 1:35 p.m. President the President declared the meeting ATTEST: Mary F. Parker Secretary 292 GREATER ROANOKE TRANSIT COMPANY August 21, 2000 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by Director Ralph K. Smith, on Monday, August 21, 2000, at 4:25 p.m., in the City Council Chamber, fourth floor of the Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors William D. Bestpitch, William H. Carder, C. Nelson Harris, W. Alvin Hudson, Jr., William White, Sr., Linda F. Wyatt and Ralph K. Smith ........... 7. ABSENT: None ...................................................................................... 0. Also present were Darlene L. Burcham, Vice Prssident of Operations, Greater Roanoke Transit Company; James D. Ritchie, Assistant Vice President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Assistant General Manager, Valley Metro. MINUTES: Mr. Hudson moved that the minutes of a special meeting held on Monday, June 5, 2000, and the regular meeting held on Monday, July 17, 2000, be approved as written. The motion was seconded by Mr. Harris and unanimously adopted. (For full text of minutes, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated August 21, 2000, advising that GRTC and Comprehensive Computer Solutions, Inc., (CCS) have agreed to a one-year extension of the lease for 888 square feet on the second floor of Campbell Court which CCS currently leases from GRTC for their Roanoke area sales and service office; and the original lease agreement dated September 1, 1999, was for one year, and allows for up to two one- year extensions. (For full text, see Management Letter on file in the Secretary's Office.) 293 Without objection by the Board, the Management Letter was received and filed. CAMPBELL COURT LEASE: The General Manager submitted a written report advising that GRTC owns the Campbell Court Transportation Center located at 1731 Campbell Avenue, S. W., and leases office space within the facility; that GRTC currently leases 409 square feet of space on the second floor to ICG NetAhead, Inc., (ICG) a successor to Netcom Online Communication Services, Inc., under a five-year lease which expired on August 13, 2000; ICG has continued as a lessee under the same terms and conditions of the prior lease pending approval by the Board of Directors of a new lease agreement; ICG uses the space to operate a computerized telecommunications switch and modem equipment and colocation site; and in April 2000, GRTC contacted the tenant to discuss entering into a new lease for the same space upon expiration of the current lease under which the current lease rate is $10.71 per square foot. It was further advised that after lengthy negotiations with the tenant's property management company, and proper review by the GRTC's General Counsel, GRTC's staff, and ICG have agreed to a lease agreement; and as part of said new lease agreement, with prior written permission of the General Manager, ICG has permission to install up to a five ton additional HVAC unit and equipment, install a 18" microwave dish antenna on the roof, reinforce the floor capacity, install a generator plug on the exterior of the building, install a battery backup system, install a dry pipe pre-action sprinkler system, and install its own security system. The General Manager recommended that he be authorized to enter into a three-year lease with ICG NetAhead, Inc., with up to two one-year extensions, beginning retroactively on August 14, 2000, for the 409 square foot space located on the second floor at 31-E Campbell Avenue, in form to be approved by Legal Counsel. (For full text, see report on file in the Secretary's Office.) Mr. Harris offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING EXECUTION OF A LEASE AGREEMENT WITH ICG NETAHEAD, INC., FOR SPACE IN THE CAMPBELL COURT TRANSPORTATION CENTER. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company ("GRTC") that the General Manager is authorized to execute for and on behalf of GRTC, upon form approved by the General Counsel, a lease with ICG NetAhead, Inc., for certain space in the Company's Campbell Court Transportation 294 Center for a telecommunications switch and modem equipment and colocation site for a three year term, with the option of renewal for up to two additional one year terms upon mutual agreement of the parties, beginning retroactively August 14, 2000, and upon certain other terms and conditions as more fully set out in the report to this Board dated August 21, 2000. Adopted by the Board of Directors of Greater Roanoke Transit Company this 21st day of August, 2000. ATTEST: S/Mary F. Parker Mary F. Parker Secretary" Mr. Harris moved the adoption of the Resolution. The motion was seconded by Mr. Hudson and adopted by the following vote: AYES: Directors Bestpitch, Carder, Harris, Hudson, White, Wyatt and President Smith .................................................................................. 7. NAYS: None ....................................................................................... -0. FINANCIAL AND OPERATING REPORTS: The General Manager submitted the Financial and Operating Reports for the months ending June 30, 2000 and July 31, 2000. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Reports would be received and filed. There being no further business, the adjourned at 4:30 p.m. President President declared the meeting Mary F. Parker Secretary 295 GREATER ROANOKE TRANSIT COMPANY October 16, 2000 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Ralph K. Smith, on Monday, October 16, 2000, at 1:45 p.m., in the Governor's School Lecture Hall, Patrick Henry High School, 2102 Grandin Road, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors William D. Bestpitch, William H. Carder, C. Nelson Harris, W. Alvin Hudson, Jr., William White, Sr., Linda F. Wyatt and President Ralph K. Smith .......................................................................................................... 7. ABSENT: None ............................................................................. -0. Also present were Darlene L. Burcham, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Assistant Vice President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Assistant General Manager, Valley Metro. MINUTES: The minutes of the regular meeting held on Monday, August 21, 2000, were approved upon acclamation of the Chair. (For full text, see minutes on file in the Secretary's Office.) GENERAL MANAGER: CITY TRANSIT BUSES: The General Manager submitted a written report advising that GRTC applied for and received grants from the Federal Transit Administration, in an amount of $3,120,000.00, which included required local matching funds of $436,800.00 that were available through previous appropriations and GRTC retained earnings; and the grants were awarded for procuring ten 35-foot standard floor replacement City transit buses, and two additional 35-foot Iow floor City transit buses. 296 It was further advised that the ten standard floor buses are to replace ten 1988 model buses which have exceeded their useful life under the guidelines established by the Federal Transit Administration, and the two Iow floor buses are to be used on the expanded downtown service; and in June 2000, GRTC issued an Invitation for Bids and options for up to an additional 12 buses, to be used in the future for replacement of ten 1991 buses which is anticipated to take place in fiscal year 2002. It was pointed out that two bids were received for the standard floor buses; Gillig Corporation was the lowest responsible bidder on the standard floor City transit buses, with a bid amount of $240,931.00 per bus, with an option for GRTC, in its discretion, to purchase up to an additional 12 35-foot standard floor City transit buses, pursuant to the price formula which addresses increased costs as set forth in the bid specifications; and Sonny Merryman, Inc., was the only bidder for the two Iow floor City transit buses, at a bid amount of $260,000.00 per bus, with an option for GRTC, in its discretion, to purchase up to an additional 12 35-foot Iow floor City transit buses pursuant to the price formula which addresses increased costs as set forth in the bid specifications, in the total amount of $2,929,310.00, and the remaining amount of $t90,690.00 can be used for other approved capital items in the future. The General Manager recommended that he be authorized to enter into two contracts, one with Gillig Corporation for the purchase of ten 35-foot standard floor city transit buses, in the amount of $2,409,310.00; and another with Sonny Merryman, Inc., for the purchase of two 35-foot Iow floor City transit buses, in the amount of $520,000.00, with associated options as set forth in the report of the General Manager dated October 16, 2000, and in a form to be approved by Legal Counsel. (For full text, see report on file in the Secretary's Office.) Mr. Hudson offered the following Resolution: "A RESOLUTION ACCEPTING THE BID OF GILLIG CORPORATION TO SUPPLY TEN STANDARD FLOOR CITY TRANSIT BUSES TO THE GREATER ROANOKE TRANSIT COMPANY, UPON CERTAIN TERMS AND CONDITIONS AND AWARDING A CONTRACT THEREFOR; AUTHORIZING GRTC'S GENERAL MANAGER TO EXECUTE THE REQUISITE CONTRACT FOR SUCH BUSES; AND REJECTING ALL OTHER BIDS MADE TO GRTC FOR SUCH BUSES. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: 297 The bid of Gillig Corporation, in the amount of $2,409,310.00 for supplying to GRTC ten 35-foot standard floor city transit buses, with an option for GRTC, in its discretion, to purchase up to an additional twelve 35-foot standard transit buses, pursuant to the price formula (which addresses increased costs) as set forth in the bid specifications, as is more particularly set forth in the General Manager's report dated October 16, 2000 to this Board, such bid being in full compliance with GRTC's plans and specifications made therefor and as provided in the contract documents offered said bidder, which is on file in the GRTC's offices, be and is hereby ACCEPTED. The General Manager is hereby authorized, on behalf of GRTC, to execute the requisite contract with the successful bidder, based on its proposal made therefor and GRTC's specifications made therefor, said contract to be in such form as is approved by the General Counsel. Any and all other bids made to GRTC for the aforesaid buses are hereby REJECTED, and the Secretary is directed to notify each such bidder and to express to each GRTC's appreciation for such bid. Adopted by the Board of Directors of Greater Roanoke Transit Company this 16th day of October, 2000. ATTEST: S/Mary F. Parker Mary F. Parker Secretary" Mr. Hudson moved the adoption of the Resolution. The motion was seconded by Mr. Harris and adopted by the following vote: AYES: Directors Bestpitch, Carder, Harris, Hudson, White, Wyatt and President Smith .............................................................................................. 7. NAYS: None ........................................................................................ -0. Mr. Harris offered the following Resolution: 298 "A RESOLUTION ACCEPTING THE BID OF SONNY MERRYMAN, INC., TO SUPPLY TWO LOW FLOOR CITY TRANSIT BUSES TO THE GREATER ROANOKE TRANSIT COMPANY, UPON CERTAIN TERMS AND CONDITIONS AND AWARDING A CONTRACT THEREFOR; AUTHORIZING GRTC'S GENERAL MANAGER TO EXECUTE THE REQUISITE CONTRACT FOR SUCH BUSES; AND REJECTING ALL OTHER BIDS MADE TO GRTC FOR SUCH BUSES. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: The bid of Sonny Merryman, Inc., in the amount of $520,000.00 for supplying to GRTC two 35-foot Iow floor city transit buses, with an option for GRTC, in its discretion, to purchase up to an additional twelve 35-foot Iow floor city transit buses, pursuant to the price formula (which addresses increased costs) as set forth in the bid specifications, as is more particularly set forth in the General Manager's report dated October 16, 2000 to this Board, such bid being in full compliance with GRTC's plans and specifications made therefor and as provided in the contract documents offered said bidder, which is on file in the GRTC's offices, be and is hereby ACCEPTED. The General Manager is hereby authorized, on behalf of GRTC, to execute the requisite contract with the successful bidder, based on its proposal made therefor and GRTC's specifications made therefor, said contract to be in such form as is approved by the General Counsel. Any and all other bids made to GRTC for the aforesaid buses are hereby REJECTED, and the Secretary is directed to notify each such bidder and to express to each GRTC's appreciation for such bid. Adopted by the Board of Directors of Greater Roanoke Transit Company this 16th day of October, 2000. ATTEST: S/Mary F. Parker Mary F. Parker Secretary" 299 Mr. Harris moved the adoption of the Resolution. The motion was seconded by Mr. Carder and adopted by the following vote: AYES: Directors Bestpitch, Carder, Harris, Hudson, White, Wyatt and President Smith ............................................................................................ 7. NAYS: None ........................................................................................ 0. REVISED FISCAL YEAR 2000-2001 OPERATING BUDGET: The General Manager submitted a written report advising that on June 19, 2000, the Board of Directors received a report from the Budget Review Committee recommending approval of the Greater Roanoke Transit Company's fiscal year 2000-2001 operating budget; and after reviewing the report, the Board voted to adopt said budget which included the addition of one new route which serves the downtown business and education district from the Roanoke Civic Center with a bus every 20 minutes. It was further advised that at the time, GRTC management had applied to the Virginia Department of Rail and Public Transportation for a demonstration grant, which would provide temporary funding for the new downtown service, however, approval of the grant application had not been received prior to required approval of the proposed fiscal 2000-2001 budget; since that time, the Department of Rail and Public Transportation has awarded GRTC the demonstration grant which included $215,689.00 in operating funds (including a $55,000.00 local match) and $520,0~.0.00 in capital funds (including a $75,000.00 local match) to purchase two additional buses; and the total local share of $130,000.00 was previously approved by City Council on August 7, 2000. The General Manager recommended that the Board of Directors approve the revised fiscal year 2000-2001 operating budget as submitted. (For full text, see report on file in the Secretary's Office.) Mr. Hudson moved that the Board concur in the recommendation of the General Manager. The motion was seconded by Mr. Harris and unanimously adopted. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month ending August 31, 2000. (For full text, see Financial and Operating Report on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Report would be received and filed. 300 SECRETARY: ASSISTANT SECRETARY: The Secretary submitted a report advising that Sandra H. Eakin, Assistant Secretary of the Greater Roanoke Transit Company, retired on September 1, 2000, and requested that the Board of Directors appoint Stephanie M. Moon as Assistant Secretary. Ms. Wyatt moved that Stephanie M. Moon be appointed Assistant Secretary. The motion was seconded by Mr. White and unanimously adopted. There being no further business, the President declared the meeting adjourned at 1:55 p.m. President ATTEST: Mary F. Parker Secretary 301 GREATER ROANOKE TRANSIT COMPANY November 20, 2000 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Ralph K. Smith, on Monday, November 20, 2000, at 1:45 p.m., in the Emergency Operations Center Conference Room, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors William D. Bestpitch, William H. Carder, W. Alvin Hudson, Jr., and President Ralph K. Smith ................................................................. -4. ABSENT: Directors C. Nelson Harris, William White, Sr., and Linda F. Wyatt---3. Also present were Darlene L. Burcham, Vice President of Operations, Greater Roanoke Transit Company; James D. Ritchie, Assistant Vice President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Assistant General Manager, Valley Metro. MINUTES: The minutes of the regular meeting held on Monday, October 16, 2000, were approved upon motion made by Mr. Carder, seconded by Mr. Bestpitch and adopted. (For full text, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated November 20, 2000, advising that the Greater Roanoke Transit Company held its annual Safety Awards Banquet on Sunday, November 19, 2000, at the Patrick Henry Hotel; and Laura W. Payne, Arnetta F. Saunders, Janice L. Woods, and W. E. Collins, bus operators, received awards for driving one million miles without a preventable accident, and operator Ralph Harless received an award for driving two million miles without a preventable accident. (For full text, see Management Letter on file in the Secretary's Office.) 302 Without objection by the Board, the President advised that the Management Letter would be received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month ending September 30, 2000. (For full text, see Financial and Operating Report on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Report would be received and filed. CAMPBELL COURT LEASE: The General Manager submitted a written report advising that GRTC owns the Campbell Court Transportation Center located at 17- 31 Campbell Avenue, S. W., and leases office space within the facility; GRTC currently leases 2,304 square feet of space on the second floor to the Better Business Bureau of Western Virginia, Inc. (BBB), under a five-year lease which expired on October 31, 2000, which continues on a month to month basis pending approval by the Board of Directors of a new lease; BBB uses the space to operate a business office and consumer counseling service; and in August 2000, GRTC contacted BBB to discuss entering into a new lease for the same space upon expiration of the current lease under which the current lease rate is $9.46 per square foot. It was further advised that after lengthy negotiations and proper review by the GRTC staff, BBB agreed to enter into a three-year lease agreement, with up to two one-year extensions, upon mutual agreement of the parties, beginning on December 1,2000, with the Better Business Bureau of Western Virginia, Inc., for the 2,304 square foot space located on the second floor at 31-G Campbell Avenue; and modifications requested by BBB limits its indemnity obligation to GRTC only to the leased premises or negligent actions of BBB, and provides that GRTC could be liable for damage to the property of BBB caused by negligent acts of GRTC. The General Manager recommended that he be authorized to enter into a lease agreement with the Better Business Bureau of Western Virginia, Inc., effective December l, 2000, in form to be approved by Legal Counsel. (For full text, see report on file in the Secretary's Office.) Mr. Carder offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING EXECUTION OF A LEASE AGREEMENT WITH THE BETTER BUSINESS BUREAU OF WESTERN VIRGINIA, INC., FOR SPACE IN THE CAMPBELL COURT TRANSPORTATION CENTER. 303 BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company ("GRTC") that the General Manager is authorized to execute for and on behalf of GRTC, upon form approved by the General Counsel, a lease with the Better Business Bureau of Western Virginia, Inc., for certain space in the Company's Campbell Court Transportation Center for a business office and consumer counseling service site for a three year term, with the option of renewal for up to two additional one year terms upon mutual agreement of the parties, beginning December 1,2000, and upon certain other terms and conditions as more fully set out in the report to this Board dated November 20, 2000. Adopted by the Board of Directors of Greater Roanoke Transit Company this 20th day of November, 2000. ATTEST: S/Mary F. Parker Mary F. Parker Secretary" Mr. Carder moved the adoption of the Resolution. The motion was seconded by Mr. Bestpitch and adopted by the following vote: AYES: Directors Bestpitch, Carder, Hudson, and President Smith ............... -4. NAYS: None ........................................................................................ -0. TERMINATION OF CAMPBELL COURT LEASE AND LEASE FOR NEW TENANT: The General Manager submitted a written report advising that GRTC owns the Campbell Court Transportation Center located at 17 - 31 Campbell Avenue, S. W., and leases office space within the facility; GRTC currently leases 672 square feet of space on the third floor to Environmental Chemical Associates, Inc. (ECA) under a lease agreement that will expire on February 28, 2001; GRTC was recently notified that ECA is closing its Roanoke office; and GRTC management contacted another Campbell Court tenant, Family Preservation Services, Inc. (FPS), which had expressed an interest in acquiring additional space within Campbell Court. It was further advised that after negotiations with FPS and proper review by GRTC staff, GRTC and FPS have agreed to enter into a 16-month lease, with up to three one-year extensions, upon mutual agreement of the parties, beginning on December 1, 2000, for 672 square feet of space located on the third floor at 31-L Campbell Avenue, S. W.; and in order for GRTC to lease the abovereferenced space to FPS, GRTC must terminate the current lease agreement with ECA, effective November 30, 2000, with no further rent due as of that date. 304 The General Manager recommended that he be authorized to terminate the current lease agreement with Environmental Chemical Associates, Inc., effective November 30, 2000, and provide a termination document in a form to be approved by Legal Counsel, and execute a new lease agreement with Family Preservation Services, Inc., in a form to be approved by Legal Counsel. (For full text, see report on file in the Secretary's Office.) Mr. Carder offered the following Resolution: "BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING TERMINATION OF A LEASE AGREEMENT WITH ENVIRONMENTAL CHEMICAL ASSOCIATES INCORPORATED AND EXECUTION OF A LEASE AGREEMENT WITH FAMILY PRESERVATION SERVICES, INC., FOR SPACE IN THE CAMPBELL COURT TRANSPORTATION CENTER. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company ("GRTC") that: The General Manager is authorized to execute for and on behalf of GRTC, upon form approved by the General Counsel, a termination agreement with Environmental Chemical Associates, Inc., as more fully set forth in the report to this Board dated November 20, 2000. The General Manager is authorized to execute for and on behalf of GRTC, upon form approved bythe General Counsel, a lease agreement with Family Preservation Services, Inc., for certain space in the Company's Campbell Court Transportation Center for a business office and counseling service site for a 16-month term, with the option of renewal for up to three additional one-year terms upon mutual agreement of the parties, beginning on December 1, 2000,-and upon certain terms and conditions as more fully set forth in the report to this Board dated November 20, 2000. Adopted by the Board of Directors of Greater Roanoke Transit Company this 20th day of November, 2000. ATTEST: S/Mary F. Parker Mary F. Parker Secretary" 3O5 Mr. Carder moved the adoption of the Resolution. The motion was seconded by Mr. Hudson and adopted by the following vote: AYES: Directors Bestpitch, Carder, Hudson and President Smith ................ -4. NAYS: None .................................................................................... -0. There being no further business, adjourned at 1:55 p.m. President the President declared the meeting ATTEST: Mary F. Parker Secretary 306 GREATER ROANOKE TRANSIT COMPANY January 16, 2001 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Ralph K. Smith, on Tuesday, January 16, 2001, at 1:00 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors William D. Bestpitch, William H. Carder, W. Alvin Hudson, Jr., William White, Sr., Linda F. Wyatt, and President Ralph K. Smith ...................... 6. ABSENT: Director C. Nelson Harris ............................................................ 1. Also present were William M. Hackworth, General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; and David A. Morgan, General Manager, Valley Metro. MINUTES: Mr. Bestpitch moved that the minutes of the regular meeting held on Monday, November 20, 2000, be approved. The motion was seconded by Mr. Carder and adopted. (For full text, see minutes on file in the Secretary's Office.) GENERAL MANAGER: FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the months ending October 31, 2000, and November 30, 2000. (For full text, see Financial and Operating Report on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Reports would be received and filed. 307 FEDERAL TRANSIT ADMINISTRATION OPERATING ASSISTANCE AND COMMONWEALTH OF VIRGINIA ADMINISTRATIVE AND MAINTENANCE ASSISTANCE FOR FISCAL YEAR 2001-2002: The General Manager submitted a written report advising that financial assistance has been provided to Greater Roanoke Transit Company by the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation during previous fiscal years for certain operating, administrative, and maintenance expenses; Greater Roanoke Transit Company is eligible for $1,172,204.00 in operating assistance from the Federal Transit Administration during fiscal year 2001-02, which amount represents a $55,596.00 increase from the amount provided for the current fiscal year; Greater Roanoke Transit Company is eligible for approximately $890,000.00 in operating assistance from the Virginia Department of Rail and Public Transportation, which is the same amount provided for the current fiscal year; and deadline for filing applications for federal transit administration operating assistance is March 1, 2001. The General Manager recommended that he be authorized to file applications requesting the maximum operating and capital financial assistance from the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation for fiscal year 200'1-02; and that he be further authorized to accept and execute the necessary grant agreements in a form to be approved by Legal Counsel. (For full text, see report on file in the Secretary's Office.) Mr. Bestpitch offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS AND THE ACCEPTANCE AND EXECUTION OF APPROPRIATE AGREEMENTS FOR OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR 2001-2002 WITH THE FEDERAL TRANSIT ADMINISTRATION AN D THE COMMONWEALTH OF VIRGINIA DEPARTMENT OF RAIL AND PUBLIC TRANSPORTATION UPON CERTAIN TERMS AND CONDITIONS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the Company's General Manager and Secretary are authorized to execute and attest, respectively, in aform approved by General Counsel, appropriate applications requesting the maximum operating and capital financial assistance from the Federal Transit Administration and the Commonwealth of Virginia 308 Department of Rail and Public Transportation for fiscal year 2001-2002 and further accept and execute the necessary operating grant agreements and capital grant agreements, in a form approved by General Counsel, all as more particularly set forth in the report of the General Manager to this Board dated January 16, 2001. ATTEST: S/Mary F. Parker Mary F. Parker Secretary" Mr. Bestpitch moved the adoption of the Resolution. The motion was seconded by Mr. Hudson and adopted by the following vote: AYES: Directors Bestpitch, Carder, Hudson, White, Wyatt and Mayor Smith ............................................................................................................ 6. NAYS: None ......................................................................................... 0. (Director Harris was absent.) APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager submitted a written report advising that the annual operating budget requires approval by the Board of Directors for the operation of the transit system; a Budget Review Committee has been established annually, by appointment, by the Board of Directors; and the fiscal year 2000-01 Budget Review Committee was composed of the following members: C. Nelson Harris, Board Member W. Alvin Hudson, Board Member James D. Grisso, Treasurer Darlene L. Burcham, Vice-President of Operations The General Manager recommended that the Board of Directors appoint two members of the Board and two Officers of the Company to serve as the Fiscal Year 2001-02 Budget Review Committee to review the proposed budget. (For full text, see report on file in the Secretary's Office.) Mr. Bestpitch moved that the following persons be appointed to serve as the Fiscal Year 2001-02 Budget Review Committee: 309 W. Alvin Hudson, Board Member William White, Sr., Board Member Darlene L. Burcham, Vice.President of Operations James D. Grisso, Treasurer The motion was seconded by Ms. Wyatt and adopted. OTHER BUSINESS: None. There being no further business, the President declared the meeting adjourned at 1:05 p.m. President ATTEST: Mary F. Parker Secretary 310 GREATER ROANOKE TRANSIT COMPANY February 20, 2001 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Ralph K. Smith, on Tuesday, February 20, 2001, at 2:10 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors William D. Bestpitch, William H. Carder, C. Nelson Harris, W. Alvin Hudson,.._ .Jr.,..William..White,.Sr.,..Linda_ _..__ ______... __ F. Wyatt, and President Ralph K. Smith ......................................................... 7. ABSENT: None ..................................................................... -0. Also present were Darlene L. Burcham, Vice-President of Operations, William M. Hackworth, General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; and David A. Morgan, General Manager, Valley Metro. MINUTES: Mr. Harris moved that the minutes of the regular meeting held on Tuesday, January 16, 2001, be approved. The motion was seconded by Mr. Carder and unanimously adopted. (For full text, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated February 20, 2001, advising that GRTC is meeting with representatives from the Roanoke Valley-Allegheny Regional Commission and the Virginia Department of Rail and Public Transportation in efforts to develop, operate and maintain a Regional Ridesharing Program; the Rideshare Program helps commuters choose the travel option which best suits its needs based on points of origin, destination, schedule, and travel pattern; it is anticipated that the area served will include the Counties of Roanoke, Allegheny, Botetourt and Craig, the Towns of Covington, Clifton Forge, Vinton, and the Cities of Roanoke and Salem; and it is also the intention of the Virginia Department of Rail and Public Transportation to coordinate this effort with the ridesharing efforts in Lynchburg and the New River Valley. (For full text, see Management Letter on file in the Secretary's Office.) 311 Without objection by the Board, the Management Letter was received and filed. FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Reports for the months ending December 2000 and January 2001. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Reports would be received and filed. CONTRACT FOR PARATRANSIT SERVICES: The General Manager submitted a written report advising that under the Americans with Disabilities Act, the Greater Roanoke Transit Company is required to provide curb to curb transportation service to the mentally and physically disabled who are unable to use GRTC's fixed route bus service; to comply with this requirement, GRTC has established a Specialized Transit Arranged Rides (STAR) service to run the same hours as the fixed route bus service, and to cover an area within 3/4 of a mile from any fixed bus route; GRTC currently contracts with a third party transportation provider, Unified Human Services Transportation Systems, Inc., d/b/a RADAR, to provide the abovereferenced STAR service, and the provider currently charges GRTC $12.50 per trip; and under the ADA, GRTC can only charge passengers $2.50 per trip, which is twice the basic fee of $1.25. It was further advised that on November 22, 2000, GRTC advertised a Request for Proposals for a three-year contract with the two one-year options, exercised in the sole discretion of GRTC, for Management and Operations of STAR Complementary Paratransit Services; Unified Human Services Transportation Systems, Inc., (RADAR), submitted a proposal package that was responsive and in accordance with specifications set forth in the Request for Proposals; and after negotiations with RADAR, the following rates will be applicable to RADAR's contract: March 1, 2001 to February 28, 2002 March 1, 2002 to February 28, 2003 March 1, 2003 to February 29, 2004 $12.75 per trip $13.32 per trip $13.85 per trip It was pointed out that the price submitted includes all items of labor, material, tools and equipment necessary to provide STAR service; compensation fol the option years that may be exercised in the sole discretion of GRTC may be adjusted upon mutual agreement of the parties; and if GRTC elects to exercise the options, GRTC will give RADAR at least 60 days notice before expiration of the Contract or any renewal thereof. 312 The General Manager recommended that the Board of Directors accept the proposal of Unified Human Services Transportation Systems, Inc., d/b/a RADAR, and authorize execution of a contract for management and operations of GRTC's STAR Complementary Paratransit Service, in a form approved by the General Counsel. Mr. Hudson offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION ACCEPTING THE PROPOSAL SUBMITTED BY UNIFIED HUMAN SERVICES TRANSPORTATION SYSTEMS, INC., d/b/a RADAR, TO PROVIDE STAR COMPLEMENTARY PARATRANSlT SERVICES TO THE GREATER ROANOKE TRANSIT COMPANY UPON CERTAIN TERMS AND CONDITIONS AND AWARDING A CONTRACT THEREFORE; AND AUTHORIZING GRTC'S GENERAL MANAGER TO EXECUTE THE REQUISITE CONTRACT FOR SUCH SERVICES. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: The proposal of the Unified Human Services Transportation Systems, Inc., d/b/a RADAR to provide Management and Operations of STAR Complementary Paratransit Services to the Greater Roanoke Transit Company for three years, with an option for GRTC, in its discretion, to extend the contract for up to two additional years, as more particularly set forth in the General Manager's report dated February 20, 2001, to this Board, such proposal being in full compliance with GRTC's specifications made therefore and as provided in the contract documents offered the offeror, which proposal is on file in GRTC's offices, be and is hereby ACCEPTED. The General Manager is hereby authorized, on behalf of GRTC, to execute the requisite contract with the successful offeror, based on its proposal made therefor and GRTC's specifications made therefor, the contract to be in such form as is approved by the General Counsel. ATTEST: S/Mary F. Parker Mary F. Parker Secretary" 313 Mr. Hudson moved the adoption of the Resolution. The motion was seconded by Mr. Carder. Ms. Wyatt expressed concern regarding complaints by disabled citizens relative to transportation not being available throughout the Roanoke Valley; and requested that the matter be investigated to see what could be done to remedy the situation. She further expressed concern that attendants were not available to provide door to door service to the disabled, which should be included in the contract. The General Manager responded that RADAR received a grant last year to operate the service, free of charge, from Tanglewood Mall to Lewis-Gale Hospital; and interline with the Valley Metro service as well as the current STAR service; and the grant also covers additional service in west Salem which connects with Valley Metro at Spartan Square and eastward to R. R. Donnelly and Richfield Nursing Home. With regard to door to door service, he stated that GRTC offers free attendant services, and an individual accompanying the disabled person may ride at no charge. Ms. Wyatt clarified that she was inquiring about those persons who were unable to have an attendant present; whereupon, Mr. Morgan responded that GRTC could not financially address the issue because of additional costs that would be incurred. Question was raised as to whether or not the driver could be of assistance; whereupon, the General Counsel noted that RADAR does not want its employees to perform such duties because workman compensation issues would have to be considered. Ms. Wyatt further stated that without offering the necessary assistance, the service is a glorified taxi; RADAR is not providing assistance, only rides; and GRTC needs to look at the quality of service being provided which is inadequate. Mr. Morgan advised that he would discuss the issues with the Director of RADAR. The resolution was adopted by the following vote: AYES: Council Members Bestpitch, Carder, Harris, Hudson, White, Wyatt and President Smith .................................................................................. 7. NAYS: None ...................................................................................... -0. 314 OTHER BUSINESS: None. There being no further business, the President declared the adjourned at 2:20 p.m. Ral~ K. Smith President meeting ATTEST: Mary F. Parker Secretary 315 GREATER ROANOKE TRANSIT COMPANY March 19, 2001 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Ralph K. Smith, on Monday, March 19, 2001, at 1:45 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Mu nicipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors William D. Bestpitch, William H. Carder, C. Nelson Harris, W. Alvin Hudson, Jr., Linda F. Wyatt, and President Ralph K. Smith ........................ 6. ABSENT: William White, Sr.- ................................................................ 1. Also present were Darlene L. Burcham, Vice-President of Operations, William M. Hackworth, General Counsel; James D. Grisso, Treasurer; Mary F. Parker, Secretary; and David A. Morgan, General Manager, Valley Metro. MINUTES: Mr. Carder moved that the minutes of the regular meeting held on Tuesday, February 20, 2001, be approved. The motion was seconded by Mr. Harris and adopted. (For full text, see minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated March 19, 2001, advising that First Transit, Inc., has provided GRTC with their newly developed Consistent Quality Maintenance Manual, which GRTC will use to review current practices within the company and make appropriate changes that will decrease expenses or improve safety issues within the maintenance department; and the General Manager and the Manager of Administration attended the Federal Transit Administration's Substance Abuse Management Seminar which provided essential facts and information to facilitate GRTC's compliance with proposed changes to the drug and alcohol regulations. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. 316 FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of February, 2001. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Report would be received and filed. AUTO LIABILITY, PHYSICAL DAMAGE AND WORKERS' COMPENSATION INSURANCE COVERAGE: The General Manager submitted a written report advising that the current insurance policy for auto liability, physical damage and workers' compensation coverage with Selective Insurance Company expires on April 1,2001; GRTC contracts with Acordia of Virginia Insurance Agency, Inc., to provide insurance brokerage services; and Acordia has recommended Selective Insurance Company to provide GRTC with an insurance coverage package for the next year beginning April 1, 2001. The General Manager recommended that the Board of Directors approve the purchase of auto liability, physical damage and workers' compensation insurance coverage with Selective Insurance Company for a yearly premium of $206,564.00 for a one-year period from April 1, 2001, through March 31, 2002, and authorize the General Manager to execute documentation to provide such coverage. (For full text, see report on file in the Secretary's Office.) Mr. Hudson offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION APPROVING THE PURCHASE OF AUTO LIABILITY, PHYSICAL DAMAGE, AND WORKERS' COMPENSATION INSURANCE COVERAGE FOR THE COMPANY FROM SELECTIVE INSURANCE COMPANY UPON CERTAIN TERMS AND CONDITIONS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the purchase of auto liability, physical damage, and workers' compensation insurance coverage from Selective Insurance Company for a yearly premium of $206,564.00, for a one year period from April 1, 2001 though March 31, 2002, as more particularly set forth in the report to this Board dated 317 March 19, 2001, is hereby approved and the General Manager is authorized to execute, in form approved by General Counsel, the documentation necessary to provide for such coverage. ATTEST: S/Mary F. Parker Mary F. Parker Secretary" Mr. Hudson moved the adoption of the Resolution. The motion was seconded by Mr. Harris and adopted by the following vote: AYES: Council Members Bestpitch, Carder, Harris, Hudson, Wyatt and President Smith ..................................................................... -6. NAYS: None ................................................................................ --0. (Mr. White was absent.) GRTC STAR PARATRANSIT SERVICE: The General Manager submitted a written report advising that under the Americans with Disabilities Act, GRTC is required to provide transportation service to the mentally and physically disabled who are unable to use GRTC's fixed route bus service; to comply with this requirement, GRTC has established STAR (Specialized Transit Arranged Rides) service, which currently operates curb to curb, runs the same hours as GRTC's fixed route bus service, and covers an area anywhere within 3/4 of a mile from any fixed bus route; GRTC currently contracts with a third party transportation provider, Unified Human Services Transportation Systems, Inc., d/b/a RADAR, to provide the above referenced STAR service, and has done so since its inception in 1991; the provider currently charges GRTC $12.75 per trip; under the ADA, GRTC can only charge passengers twice the basic fare, and GRTC's basic fare is $1.23, therefore, STAR passengers only pay $2.50 per trip. It was further advised that at the February 20, 2001, GRTC Board of Directors meeting, the General Manager was requested to contact RADAR to discuss the possibility of providing door-to-door service, and the Executive Director of RADAR is currently developing cost information associated with this possible change in service; additionally, the General Manager contacted First Transit, Inc., who currently operates more than 24 paratransit services throughout the country, and provided information that indicates productivity (number of passengers per hour) to decline due to longer pick-up and drop-ofttimes, which will directly effect the cost per trip since more vans and personnel will be required to transport the same 318 number of people; First Transit also recommends, since many patrons have steps at their homes and destinations, that GRTC should increase its insurance liability coverage if it requires RADAR staff to transport wheelchair passengers up and down stairs; this additional insurance will also protect GRTC in the event of an incident when a driver must leave sight of the vehicle to pick-up or drop-off a passenger; and at this time, the full financial impact this change in service would have on GRTC's budgetary requirements is not known. (For full text, see report on file in the Secretary's Office.) Without objection by the Board, the President advised that the report would be received and filed. OTHER BUSINESS: None. There being no further business, adjourned at 1:55 p.m. President the President declared the meeting ATTEST: Mary F. Parker Secretary 319 GREATER ROANOKE TRANSIT COMPANY May 21, 2001 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Ralph K. Smith, on May 21, 2001, at 1:30 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors William D. Bestpitch, William H. Carder, C. Nelson Harris, William White, Sr., and President Ralph K. Smith ............................................... 5. ABSENT: Directors W. Alvin Hudson, Jr., and Linda F. Wyatt ....................... -2. Also present were Darlene L. Burcham, Vice-President of Operations, Gary Tegenkamp, Assistant General Counsel, Greater Roanoke Transit Company; Ann A. Shawver, representing the Treasurer of Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; and David A. Morgan, General Manager, Valley Metro. MINUTES: Mr. Bestpitch moved that the minutes of the regular meeting held on Monday, March 16, 2001, be approved. The motion was seconded by Mr. Carder and adopted. (For full text, see minutes on file in the Secretary's Office.) BOARD MEETINGS: A request of Gloria Dorma to address the Board with regard to conducting GRTC meetings on an as needed basis, was deferred until the next meeting of the Board scheduled for Monday, June 18, 2001. GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated May 21, 2001. (For full text, see Management Letter on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Letter would be received and filed. 32O FINANCIAL AND OPERATING REPORT: The General Manager submitted the Financial and Operating Reports for the months of March and April 2001. (For full text, see Financial and Operating Reports on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financial and Operating Reports would be received and filed. At this point, Director Harris entered the meeting. EXTERNAL AUDITING SERVICES: The General Manager submitted a written report advising that in prior years, the Greater Roanoke Transit Company's external audit work has been performed as part of the City of Roanoke's audit; separate financial reports have been prepared for GRTC, which remitted payment for its share of the audit work; in compliance with applicable contracting guidelines, the City has selected KPMG LLP, Certified Public Accountants, as its external auditor for a contract period of four years, commencing with the audit for fiscal year 2001, and continuing through fiscal year 2004; and Greater Roanoke Transit Company's share of the proposed contract for external audit services for fiscal year 2001 through fiscal year 2004 is as follows: Fiscal year ending June 30, 2001 Fiscal year ending June 30, 2002 Fiscal year ending June 30, 2003 Fiscal year ending June 30, 2004 $11,000.00 $11,500.00 $12,000.00 $12,500.00 It was further advised that the abovelisted fees include auditing of the financial statements for the transit operation of the Greater Roanoke Transit Company and the Employee Retirement Plan of the Southwestern Virginia Transit Management Co., Inc.; and funds are available in the fiscal year 2002 budget to pay for the contract and will be budgeted in upcoming years. The General Manager recommended that he be authorized to execute a four- year contract with KPMG LLP, Certified Public Accountants, for auditing the financial statements of the Greater Roanoke Transit Company, and the Employee Retirement Plan of the Southwestern Virginia Transit Management Co., Inc., for fiscal years 2001 through fiscal year 2004. (For full text, see report on file in the Secretary's Office.) Mr. Carder offered the following resolution: 321 "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE EXECUTION OF A CONTRACT AGREEMENT BETWEEN THE GREATER ROANOKE TRANSIT COMPANY AND KPMG LLP, CERTIFIED PUBLIC ACCOUNTANTS, TO PROVIDE EXTERNAL AUDITING SERVICES UPON CERTAIN TERMS AND CONDITIONS; AND AUTHORIZING GRTC'S GENERAL MANAGER TO EXECUTE THE REQUISITE CONTRACT FOR SUCH SERVICES. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the General Manager is authorized to execute for and on behalf of GRTC, in a form approved by the General Counsel, a contract with KPMG LLP, Certified Public Accountants, for external auditing of the financial statements of GRTC and Southwestern Virginia Transit Management Company, Inc.'s Employee Retirement Plan for the fiscal years ending June 30, 2001 through June 30, 2004, upon certain other terms and conditions as more fully set out in the report to this Board dated May 21, 2001. ATTEST: S/Mary F. Parker Mary F. Parker, Secretary" Mr. Carder moved the adoption of the resolution. The motion was seconded by Mr. Bestpitch and adopted by the following vote: AYES: Directors Bestpitch, Carder, Harris, White, and President Smith .......... 7. NAYS: None ................................................................................ -0. (Directors Hudson and Wyatt were absent.) The President presented a communication recommending that the Aimual Meeting of the Greater Roanoke Transit Company Stockholders will be held on Monday, June 18, 2001, at 1:30 p.m., in the City Council Chamber. (For full text, see communication on file in the Secretary's Office.) Mr. Carder moved that the Annual Meeting of the Greater Roanoke Transit Company Stockholders be held on Monday, June 18, 2001, at 1:30 p.m., in the City Council Chamber. The motion was seconded by Mr. Bestpitch and adopted. 322 - OTHER BUSINESS: None. There being no further business, adjourned at 12:50 p.m. President the President declared the meeting ATTEST: Mary F. Parker Secretary 323 GREATER ROANOKE TRANSIT COMPANY June 18,2001 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Ralph K. Smith, on Monday, June 18, 2001, immediately following adjournment of the Annual Meeting of the Stockholders which convened at 1:30 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors William D. Bestpitch, William H. Carder, C. Nelson Harris, W. Alvin Hudson, Jr., and President Ralph K. Smith .............................................. 5. ABSENT: Directors William White, Sr., and Linda F. Wyatt ........................... -2. Also present were Darlene L. Burcham, Vice.President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; and David A. Morgan, General Manager, Valley Metro. MINUTES: Mr. Bestpitch moved that the minutes of the regular meeting held on May 21, 2001, be approved. The motion was seconded by Mr. Carder and adopted. GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated June 18, 2001. Without objection by the Board, the President advised that the Management Letter would be received and filed. BOARD MEETINGS: The General Manager submitted a written report advising that Management was requested by the Board of Directors to study the possibility of conducting the Greater Roanoke Transit Company Board meetings on an as needed basis; by Resolution adopted on June 15, 1998, the Board of Directors fixed its regular monthly business meeting to be held on the third Monday of each r~ onth at 1:00 p.m.; and Article III, Section 4 of the GRTC By-Laws states "Meeting ¢ f the Board of Directors shall be held at times fixed by resolution of the Board, or Jpon call of the President or the Secretary, or upon the call a majority of the membE rs of the Board." 324 It was further advised that Management has determined no discernable reason that the everyday business of the GRTC, or business with its suppliers or customers, would be affected should the Board determine that it is more practicable to eliminate the Board's regular monthly business meeting and conduct meetings as may be necessary in accordance with the By-Laws of GRTC. The General Manager recommended that the Board of Directors adopt a Resolution repealing a Resolution adopted by the Board of Directors of the Greater Roanoke Transit Company on June 15, 1998; and providing as of July 1, 2001, that there will be no regular meetings for the Board of Directors; and providing that the Board will meet as may be necessary in accordance with the By-Laws of GRTC. Mr. Hudson offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION REPEALING THE RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY (GRTC) ON JUNE 15, 1998; PROVING THAT AS OF JULY 1, 2001, THERE WILL BE NO REGULAR MONTHLY MEETINGS OF THE BOARD OF DIRECTORS; AND PROVIDING THAT THE BOARD WILL MEET AS MAY BE NECESSARY IN ACCORDANCE WITH THE BY-LAWS OF GRTC. WHEREAS, the Board of Directors has determined that the business of GRTC can be conducted by meetings of the Board of Directors as provided by the By-Laws of GRTC, and that the regular monthly meetings of the Board of Directors are no longer necessary. THEREFORE, BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: The Resolution adopted by the Board of Directors on June 15, 1998, setting a regular monthly meeting schedule is hereby repealed as of June 30, 2001. Effective July 1, 2001, there will be no regular monthly meetings scheduled for the Board of Directors. 325 The Board of Directors will hold meetings in accordance with the By- Laws of GRTC as may be necessary to conduct the business of GRTC, as more particularly set forth in the letter to this Board dated June 18, 2001. ATTEST: S/Mary F. Parker Mary F. Parker Secretary" Mr. Hudson moved the adoption of the Resolution. The motion was seconded by Mr. Carder and adopted by the following vote: AYES: Directors Bestpitch, Carder, Harris, Hudson and President Smith ....... 5. NAYS: None .................................................................................. -0. (Directors White and Wyatt were absent.) A request of Ms. Gloria Dorma to address the abovereferenced report was withdrawn. AUTHORIZATION TO NEGOTIATE AND EXECUTE CONTRACTS, LEASES AND OTHERDOCUMENTS: TheGeneral Managersubmittedwritten report advising that the Greater Roanoke Transit Company Board of Directors has determined that regular monthly meetings of the Board are no longer necessary; and effective July 1, 2001, the Board of Directors will hold meetings as may be necessary to conduct the business of GRTC;' and the need to conduct everyday business will, from time to time, require that certain contracts, lease agreements and other necessary documents be executed and binding on behalf of GRTC. It was further advised that it has been recommended that in order to execute the above referenced documents, the President, Vice-President of Operations and the General Manager of GRTC be authorized to negotiate and execute such documents, in an amount not to exceed $300,000.00, for any one transaction, provided such documents are signed by at least two of the abovenamed persons and comply with the conditions set forth below; prior to final execution of any such documents, the Vice-President of Operations or the General Manager will provide, to the Board, a written summary of the action to be taken at least five business days before any final action is taken; and all contracts, lease agreements or other documents will be approved as to form by GRTC's General Counsel. 326 The General Manager recommended that the Board of Directors authorize the President, Vice-President of Operations, and General Manager of the Greater Roanoke Transit Company to negotiate and execute contracts, lease agreements, and other documents that will bind GRTC in an amount not to exceed $300,000.00 for any one transaction, provided that such contract, lease, or other document is signed by at least two of those persons, the document is approved as to form by General Counsel, and those persons comply with the conditions mentioned above. Mr. Hudson offered the following Resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE PRESIDENT, VICE-PRESIDENT OF OPERATIONS, AND THE GENERAL MANAGER OF THE GREATER ROANOKE TRANSIT COMPANY TO NEGOTIATE AND EXECUTE CONTRACTS, LEASES, AND OTHER DOCUMENTS THAT WILL BIND GRTC, IN AN AMOUNT NOT TO EXCEED $300,000.00 FOR ANY ONE TRANSACTION, PROVIDED THAT SUCH CONTRACT, LEASE, OR OTHER DOCUMENT IS SIGNED BY AT LEAST 'rvvo OF THOSE PERSONS AND UPON CERTAIN TERMS AND CONDITIONS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: The President, Vice-President of Operations, and the General Manager of the Greater Roanoke Transit Company are authorized to negotiate and execute contracts, leases, and other documents that will bind GRTC in an amount not to exceed $300,000.00 for anyone transaction, provided that such contract, lease or other document is signed by at least two of the abovenamed persons and that the other provisions of this Resolution are followed, as more particularly set forth in the letter to this Board dated June 18, 2001. That any such contract, lease or other document will be approved as to form by GRTC's General Counsel. The Vice-President of Operations or the General Manager will provide a written summary to the Board, at least five business days before any final action is taken regarding any such contract, lease or other document. If no objection is made by a Board member, then the President, Vice-President of Operations or General Manager may proceed with the outlined action pursuant to this Resolution. If an objection is made by a Board Member and communicated to the Vice- President of Operations or the General Manager within five business days, the proposed action will be suspended until the objective is resolved or until the Board is convened to handle the matter. 327 The authority given to the President, Vice-President of Operations, and General Manager by this Resolution may be amended, modified, canceled, or rescinded at any time by the Board. 5. The effective date of this Resolution is July 1, 2001. ATTEST: S/Mary F. Parker Mary F. Parker Secretary" Mr. Hudson moved the adoption of the Resolution. 'The motion was seconded by Mr. Carder and adopted by the following vote: AYES: Directors Bestpitch, Carder, Harris, Hudson and President Smith--?---5. NAYS: None ............................................................................... -0. (Directors White and Wyatt were absent.) GRTC STAR PARATRANSIT SERVICE: The General Manager submitted a written report advising that as summarized in a letter to the Board dated March 19, 2001, under the Americans with Disabilities Act, GRTC is required to provide transportation service to the mentally and physically disable who are unable to use GRTC's fixed route bus service; and to comply with this requirement, GRTC has established Specialized Transit Arranged Rides (STAR) service which currently operates curb-to-curb, is required to run the same hours as the fixed route bus service, and covers an area anywhere within 3/4 of a mile from any fixed bus route. It was further advised that GRTC currently contracts with a third I~arty transportation provider, Unified Human Services Transportation Systems, Inc., d/b/a RADAR, to provide the abovereferenced STAR services and has budgeted $392,677.00 for fiscal year 2001-02; in response to the request of the Board of Directors to determine the possibility of providing door-to-door service, the matter was discussed with Glenn McQuate, Sr., Vice President of Acordia, the organization that provides insurance services for GRTC, and Curtis Andrews, Executive Director of RADAR, in order to determine the effect on the GRTC budget. 328 It was pointed out that in order for GRTC's STAR program to provide door-to- door service, it is estimated to cost an additional $240,000.00 annually over what is currently budgeted; and since there is no additional Federal or State funds available to GRTC, the City of Roanoke would have to provide the additional resources from the General Fund. The General Manager recommended that given the abovementioned budgetary constraints, the STAR program should not be changed to provide door-to'door service. Mr. Hudson moved that the Board of Directors concur in the recommendation of the General Manager. The motion was seconded by Mr. Carder and adopted. SECRETARY: ELECTION OF OFFICERS: The Secretary presented a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as it may deem proper to serve for a term of one year each commencing upon the date of their election and until their successors are elected and qualify. Without objection by the Board of Directors, the following officers were reappointed or appointed: Ralph K. Smith as President; William H. Carder as Vice- President; Darlene L. Burcham as Vice-President of Operations; Mary F. Parker as Secretary; Stephanie M. Moon as Assistant Secretary; James D. Grisso as Treasurer; Jesse A. Hall as Assistant Treasurer; and George C. Snead, Jr., as Assistant Vice- President of Operations. REPORTS OF COMMITTEES: FISCAL YEAR 2001-2002 OPERATING BUDGET: The Budget Review Committee submitted a written report with regard to the fiscal year 2001-2002 operating budget, advising that the Board of Directors annually appoints a Budget Review Committee to review the General Manager's proposed operating budget and provide a report of recommendation to the Board; on January 16, 2001, the Board appointed Treasurer James D. Grisso, Vice-President of Operations Darlene L. Burcham, Board members William White, Sr., and W. Alvin Hudson, Jr., to serve as the budget review committee; and the Committee met on April 26, 2001, to review and discuss the proposed operating budget. 329 It was further advised that the proposed operating budget for fiscal year 2001-02 includes the continued operation of the Downtown Express which serves the downtown business and education district from the Roanoke Civic Center; there is no change in parking rates at the Campbell Court Parking Garage, and no transit fare increase; and the level of service requires an operating budget that totals $4,812,459.00, which is an increase of 2.3% over fiscal year 2001. The Budget Review Committee recommended approval of the Greater Roanoke Transit Company's fiscal year 2001-2002 operating budget as submitted. Mr. Hudson moved that the Board of Directors concur in the recommendation of the Budget Review Committee. The motion was seconded by Mr. Carder and adopted. OTHER BUSINESS: None. There being adjourned at 1:40 p.m. Ral~ K. Smith P~sident no further business, the President declared the meeting ATTEST: Mary F. Parker Secretary 330 GREATER ROANOKE TRANSIT COMPANY January22,2002 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by Vice-President William H. Carder, on Monday, January 22, 2002, at 1:45 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors William D. Bestpitch, C. Nelson Harris, W. Alvin Hudson, Jr., William White, Sr., and Vice-President William H. Carder ............................. 5. ABSENT: Director Linda F. Wyatt and President Ralph K. Smith ................ -2. Also present were Darlene L. Burcham, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; James D. Grisso, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; and David A. Morgan, General Manager, Valley Metro. MINUTES: Mr. Bestpitch moved that the minutes of the regular meeting held on June 18, 2001, be approved. The motion was seconded by Mr. Harris and adopted. GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated January 18, 2002. Without objection by the Board, the Vice-President advised that the Management Letter would be received and filed. FINANCIAL OPERATING REPORTS: The General Manager submitteo the Financial and Operating Reports for the months of October, November and December 2001. Without objection by the Board, the Vice.President advised that the Financial Reports would be received and filed. 331 FEDERAL TRANSIT ADMINISTRATION OPERATING ASSISTANCE AND COMMONWEALTH OF VIRGINIA ADMINISTRATIVE AND MAINTENANCE ASSISTANCE FOR FISCAL YEAR 2001-2002: The General Manager submitted a written report advising that financial assistance has been provided to Greater Roanoke Transit Company by the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation during previous fiscal years for certain operating, administrative, and maintenance expenses; Greater Roanoke Transit Company is eligible for $1,168,819.00 in operating assistance from the Federal Transit Administration during fiscal year 2002-03, which is the same for the current fiscal year; in addition, Greater Roanoke Transit Company is eligible for approximately $890,000.00 in operating assistance from the Virginia Department of Rail and Public Transportation, which is the same amount provided for the current fiscal year; and deadline for filing applications for Federal Transit Administration operating assistance is March 1, 2002. The General Manager recommended that he be authorized to file applications requesting the maximum operating and capital financial assistance from the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation for fiscal year 2002-03; and that he be further authorized to accept and execute the necessary grant agreements in a form to be approved by Legal Counsel. Mr. Hudson offered the following resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS AND THE ACCEPTANCE AND EXECUTION OF APPROPRIATE AGREEMENTS FOR OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR 2002-2003 WITH TH E FEDERAL TRANSIT ADMINISTRATION AND THE COMMONWEALTH OF VIRGINIA DEPARTMENT OF RAIL AND PUBLIC TRANSPORTATION UPON CERTAIN TERMS AND CONDITIONS. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the Company's General Manager and Secretary are authorized to execute and attest, respectively, in a form approved by General Counsel, appropriate applications requesting the maximum operating and capital financial assistance from the Federal Transit Administration and the Commonwealth of Virginia 332 Department of Rail and Public Transportation for fiscal year 2002-2003 and further accept and execute the necessary operating grant agreements and capital grant agreements, in a form approved by General Counsel, all as more particularly set forth in the report of the General Manager to this Board dated January 20, 2002. ATTEST: S/Mary F. Parker Mary F. Parker Secretary" Mr. Hudson moved the adoption of the Resolution. The motion was seconded by Mr. Bestpitch and adopted by the following vote. AYES: Directors Bestpitch, Harris, Hudson, White and Vice-President Carder ............................................................................................. -5. NAYS: None ............................................................................ --0. (President Smith and Director Wyatt were absent.) At 1:50 p.m., President Smith entered the meeting. APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager submitted a written report advising that annually, management prepares a proposed operating budget for the next fiscal year's operation of the transit system, which requires approval by the Board of Directors; the Budget Review Committee is usually comprised of two members of the Board, and two officers of the Company; and the fiscal year 2001-02 Budget Review Committee was composed of the following members: William White, Sr., Board Member W. Alvin Hudson, Jr., Board Member James D. Grisso, Treasurer Darlene L. Burcham, Vice-President of Operations The General Manager recommended that the Board of Directors appoint two members of the Board and two Officers of the Company to serve as the Fiscal Year 2002-03 Budget Review Committee to review the proposed budget. 333 Mr. Harris moved that the following persons be appointed to serve as the Fiscal Year 2002-03 Budget Review Committee: William White, Sr., Board Member W. Alvin Hudson, Jr., Board Member James D. Grisso, Treasurer Darlene L. Burcham, Vice-President of Operations The motion was seconded by Mr. Bestpitch and adopted. ANNUAL MEETING OF GRTC STOCKHOLDERS: The President submitted a communication recommending that the Annual Meeting of the Greater Roanoke Transit Company Stockholders will be held on Monday, June 17, 2002, at 1:30 p.m., in the City Council Chamber. Mr. Hudson moved that the Board of Directors concur in the recommendation of the President. The motion was seconded by Mr. Bestpitch and adopted. APPOINTMENT OF TREASURER: The Secretary submitted a report advising that James D. Grisso, Treasurer of the Greater Roanoke Transit Company, resigned his position effective February 1,2002, and pursuant to the By-Laws of the Company, it will be necessary to appoint a new Treasurer for a term commencing February 1, 2002 and ending at such time as a successor is appointed and qualifies. Mr. Harris moved that Jesse A. Hall be appointed as Treasurer of the Greater Roanoke Transit Company. The motion was seconded by Mr. Bestpitch and adopted. · OTHER BUSINESS: None. There being no further business, the Vice-President declared the meeting adjourned at 1:50 p.m. APPROVED: William H. Carder Vice-President Mary F. Parker Secretary 334 GREATER ROANOKE TRANSIT COMPANY April 29, 2002 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Ralph K. Smith, on Monday, April 29, 2002, at 2:55 p.m., in the Emergency Operations Center Conference Room, first floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors William D. Bestpitch, William H. Carder, Linda F. Wyatt, William White, Sr., and Mayor Ralph K. Smith .................................................. 5. ABSENT: Directors C. Nelson Harris and W. Alvin Hudson, Jr.- .................. -2. Also present were Darlene L. Burcham, Vice-President of Operations; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Jesse A. Hall, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; and David A. Morgan, General Manager, Valley Metro. The President advised that the purpose of the meeting is to receive a briefing on the public transit system. The Vice President of Operations advised that at a regular meeting of the Council of the City of Roanoke held on Monday, April 15, 2002, it was the consensus of Council that a special meeting of the GRTC Board of Directors would be held to discuss transit operations; whereupon, she called upon the General Manager for an overview of the operation of the transit system: History GRTC was formed in 1975 when the City of Roanoke purchased the assets of Roanoke City Lines, Inc.; GRTC hired ATE Management and Service Co., (now First Transit, Inc.) to manage the day to day operations; and 335 First Transit provides two resident managers and a subsidiary corporation to employ all other personnel. Equipment and Facilities Campbell Court: 80,000 square foot multi-modal transportation facility in Downtown Roanoke consisting of retail and office spaces for 11 tenants, a 105 space parking deck, and a passenger information/waiting area; Roy Z. Meador Building: 70,000 square foot operations, administrative and maintenance building that houses GRTC administrative offices, a bus storage garage, and a complete maintenance facility; and Forty 35-foot ADA compliant transit coaches, Ten 1991 Gillig Phantoms, Eighteen 1994 Gillig Phantoms, Ten 2001 Gillig Phantoms, and two 2001 Thomas SLF 235. Services GRTC provides fixed route service along 18 routes including the Downtown Express; GRTC provides ADA required para-transit service (STAR) through a contract with RADAR; and GRTC operating hours are 5:45 a.m. to 8:45 p.m., Monday - Saturday. Ridership GRTC total number of passenger trips for the last five fiscal years: Fiscal Year 1997 - 1,786,679 Fiscal Year 1998 - 1,839,435 Fiscal Year 1999 - 1,826,909 Fiscal Year 2000 - 1,850,224 Fiscal Year 2001 - 1,967,860 336 According to GRTC's latest demographic survey in fiscal year 2001, GRTC provided 1,967,860 passenger trips to the following: Female - 66% Male - 44% Black - 54% White - 46% Additionally, 63% use service for work, 15% use service for shopping, 8% use service for medical, 72% do not have access to an automobile, 77% use service on a daily basis, and an average passenger age is 42 years. Funding GRTC obtains operating funds from the following sources: Federal Transit Administration Virginia Department of Rail and Public Transportation Local (Roanoke, Vinton, Salem) Operating revenue Funding history from Federal Transit Administration: Fiscal Year 1999 - $ 708,455.00 Fiscal Year 2000 - 986,261.00 Fiscal Year 2001 - 1,116,608.00 Fiscal Year 2002 - 1,168,819.00 Fiscal Year 2003 - 1,710,804.00 Funding history from Transportation: Fiscal Year 1999 Fiscal Year 2000 Fiscal Year 2001 Fiscal Year 2002 Virginia Department of Rail and Public . $ 877,168.00 . 899,791.00 - 1,108,656.00 - 1,054,028.00' Fiscal Year 2003 - 936,570.00 *Includes demonstration grant for Downtown Express 337 Fiscal Year 2000 - Fiscal Year 2001 - Fiscal Year 2002 - Fiscal Year 2003 - *Budgeted Funding history from local sources: Fiscal Year 1999 - $1,105,235.00 599,145.00 1,014,049.00 1,022,806.00 1,059,366.00' Fiscal Year 2000 - Fiscal Year 2001 - Fiscal Year 2002 - Fiscal Year 2003 - *Budgeted Funding history from operating revenue: Fiscal Year 1999 - $1,605,691.00 1,722,523.00 1,766,601.00 1,736,331.00' 1,795,516.00' Per cent of local contribution to total annual operating expenses: Fiscal Year 1999 - 28% Fiscal Year 2000 - 15% Fiscal Year 2001 - 22% Fiscal Year 2002 - 21% Fiscal Year 2003 - 19%* *Budgeted Performance Indicators In GRTC's most recent comparison of performance against similar sized First Transit managed systems in the southeast United States, the following information was determined: GRTC Total Cost/Revenue Mile $ 3.55 $ 3.74 Total Cost/Passenger 2.76 2.74 Passengers/Revenue Mile 1.29 1.17 Passengers/Revenue Hour 15.67 16.72 % On Time Service 99.85% 94.26% % Missed Trips 0.0% 0.16% Previous Accidents/100K Miles 1.14 2.08 Southeast 338 The transit industry uses the abovementioned categories as primary performance indicators. Mr. Morgan further advised that GRTC's primary responsibility is to provide fixed route bus service to the community by serving all corridors of the City of Roanoke, parts of the City of Salem, and parts of the Town of Vinton; and under the Americans with Disabilities Act, Valley Metro is required to provide a curb transit service which is called the Star Program. Ms. Wyatt advised of concerns expressed by patrons with regard to the lack of cooperation for them to move from one jurisdiction to another on public transportation; whereupon, Mr. Morgan advised that last year, RADAR received a grant to begin operation along the 419 corridor, which connects with the Valley Metro route at Tanglewood Mall on Brambleton Avenue, S. W., as well as at Lewis Gale Hospital in Salem, Virginia; and Valley Metro has had to scale back its service due to lack of ridership. Ms. Burcham stated that this is a multi-jurisdictional problem that has ~o be dealt with at the elected officials level because the City of Roanoke does not go into Roanoke County because the County does not wish to participate in the bus system; and Valley Metro does provide service to Salem and Vinton because both localities are willing to participate. Ms. Wyatt advised of concerns expressed about the STAR Program and RADAR for persons with special needs; whereupon, Ms. Burcham advised that she, too, had heard similar concerns about the transportation system in general. President Smith commented that one reason that Roanoke County does not participate in bus service is related to the cost involved; and it was advantageous to hold this discussion during budget study in order to consider inefficiencies in the bus system so as to attract Roanoke County and other localities as potential participants. President expressed concern regarding large buses transporting one or two passengers, or operating with no passengers. Mr. Morgan addressed the issues of service to Roanoke County, and advised that this is a legitimate concern because Roanoke County has the same budget constraints as the City; and with regard to operating large bus, Valley Metro reversed the new grant obtained by RADAR to operate smaller vehicles to different areas in the County to see how the service should link with Valley Metro. 339 With regard to bus size, Mr. Morgan stated that the van type shuttle buses that RADAR currently operates, and which First Transit operates across the country, the fuel mileage is almost the same as the large buses; and the 35-foot bus averages about 4.8 miles per gallon, and the van averages 5.2 miles per gallon, and vans must be replaced every four years which is a standard set by the Federal Transit Administration due to the cost of maintenance and the large buses must be replaced every 12 years. President Smith questioned the mileage figures quoted for the vans; whereupon, Mr. Morgan advised that he has checked with other First Transit systems to compare data and figures; when all data is taken into consideration, the large buses are very competitive cost.wise, and the other issue is utilization of the smaller vehicle, how, when, and where can it be used. Mr. Bestpitch questioned the life expectancy of the buses and stated that the ideal situation would be to replace three to four small buses every year. He further stated that it would make sense to replace a few buses two years early, retain the best buses for two additional years and spread the replacement out; whereu pon, Mr. Morgan advised that the FDA will not allow early application by the City for funds to replace buses, and if the City does not apply in the appropriate year, the FDA would probably question the reason since it prefers the twelve year replacement. Mr. Morgan further advised that FDA prefers to have new equipment o-. the streets since it is providing funds and expects the City's fleet to meet a certain standard; and the City's operating costs are reduced by maintaining newer buses. Ms. Burcham advised that it is important to understand that public transportation is an opportunity and the absence of it is an impediment to housing and employment opportunities in a region; and there are communities that choose to provide or not provide public transportation for reasons other than associated cost. President Smith reiterated that the large and often empty buses are hazards in regard to environmental and safety issues, and questioned if the City could investigate providing everything mentioned above in a cleaner and more economical way that could be embraced by Roanoke County; whereupon, Ms. Burcham noted that she would inquire if there is an interest on the part of other jurisdictions to have public transportation; and at this time, she does not know whether neighbering jurisdictions are interested in having the service. 340 Mr. Carder commented that this is one part of the issue and agreed that there needs to be more on a regional agenda such as Iow income subsidized housing, which is a larger issue than just bus ridership since it brings in all demographics, and the City needs a regional solution, but the problem is getting others to understand that if the City benefits, other areas benefit. Ms. Wyatt stated that at some point in time the City should explore the possibility of a regional bus system; and in reference to a quality work force, it may behoove the City to look at the issue from a financial aspect to attract viable companies into the area, which may be a selling point to Roanoke County. She further stated that a small trolley could enhance the downtown area since there is ongoing discussion in connection with connecting the market area with the Jefferson Center and the Transportation Museum; and requested that funding be identified for this kind of project. President Smith inquired if the traffic pattern could be changed to create less impact on Campbell Avenue; whereupon, Mr. Morgan advised that due to the design of the building, there is one entrance/exit on the Campbell Avenue side and the only possible suggestion would be to relocate the lobby. Mr. Bestpitch stated that another option would be to find a different location where something could be done innovative and creatively that could be used as an example by the Federal Government. Ms. Burcham advised that discussions have been held with the General Manager with regard to the possibility of relocating the transfer site to have less traffic congestion, which would involve capital construction; and this is an interesting property because of its multi-uses which produce untypical revenues. Mr. Carder questioned how two-way traffic will effect the facility; whereupon, it was advised that assistance would be needed from the Street Department to time the lights to better control the traffic. Following discussion, President Smith advised that without objection by the Board of Directors, all comments would be received and filed. 341 There being no further business, the President declared the special meeting adjourned at 3:50 p.m. A~~/J~~ ATT ES~i:~Pari~ker~' ~ Ralp Smith ?lp .~K..Smith President 342 GREATER ROANOKE TRANSIT COMPANY June 17, 2002 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Ralph K. Smith, on Monday, June 17, 2002, at 1:45 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors William D. Bestpitch, William H. Carder, C. Nelson Harris, W. Alvin Hudson, Jr., William White, Sr., Linda F. Wyatt and President Ralph K. Smith ............................................................................................... 7. ABSENT: None ......................................................... -0. Also present were Darlene L. Burcham, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Manager of Accounting Services, City of Roanoke; Mary F. Parker, Secretary, Greater Roanoke Transit Company; and David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Assistant General Manager. MINUTES: Mr. Harris moved that the minutes of the special meeting he:d on January 22, 2002; and a special meeting held on April 29, 2002, be approved. The motion was seconded by Mr. Hudson and adopted. GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated June 17, 2002. Without objection by the Board, the President advised that the Management Letter would be received and filed. FINANCIAL OPERATING REPORTS: The General Manager submitted the Financial and Operating Reports for the months of March and April 202. Without objection by the Board, the President advised that the Financial Reports would be received and filed. 343 GRTC ORGANIZATIONAL HISTORY: The General Manager welcomed M. Rupert Cutler and Alfred T. Dowe, Jr., Council Members-Elect, to the meeting and shared a brief overview of the organization. Without objection by the Board, the President advised that the report would be received and filed. SECRETARY: ELECTION OF OFFICERS: The Secretary presented a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as it may deem proper to serve for a term of one year, each, commencing upon the date of their election and until their respective successors are elected and qualify. Mr. Harris placed the following names in nomination: Ralph K. Smith as President, C. Nelson Harris as Vice-President, Darlene L. Burcham as Vice-President of Operations, George C. Snead, Jr., as Assistant Vice-President of Operations, Mary F. Parker as Secretary, Stephanie M. Moon as Assistant Secretary, and Jesse A. Hall as Treasurer. There being no further nominations, the above referenced officers were reappointed or appointed. REPORTS OF COMMITTEES: FISCAL YEAR 2002-03 OPERATING BUDGET: The Budget Review Committee submitted a written report with regard to the fiscal year 2002-03 operating budget, advising that the Board of Directors annually appoints a Budget Review Committee to review the General Manager's proposed operating budget and to provide a report and recommendation to the Board; on January 22, 2002, the Board appointed Treasurer Jesse Hall, Vice-President of Operations Darlene L. Burcham, Board Members William White, Sr., and W. Alvin Hudson, Jr., to serve as the Budget Review Committee; and the Committee met on May 6, 2002, to review and discuss the proposed operating budget. 344 It was further advised that the proposed operating budget for fiscal year 2002-03 includes a second Downtown Express route which will serve the downtown business and education district from a remote central parking lot, the creation of a marketing position, and on-site security personnel at Campbell Court; there is no change in parking rates at Campbell Court Parking Garage, and no transit fare increase; and the level of service requires an operating budget that totals $5,502,256.00, which is an increase of 10.4% over fiscal year 2002· The Budget Review Committee recommended approval of the Greater Roanoke Transit Company's fiscal year 2002-03 operating budget as submitted. Mr. White moved that the Board of Directors concur in the recommendation of the Budget Review Committee. The motion was seconded by Mr. Harris and adopted· OTHER BUSINESS: None· There being no further business, the President declared the special meeting adjourned at 1:50 p.m. ,, Mary F. Parker Secretary 345 GREATER ROANOKE TRANSIT COMPANY February 3, 2003 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Ralph K. Smith, on Monday, February 3, 2003, at 1:35 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors William D. Bestpitch, M. Rupert Cutler, Alfred T. Dqwe, Jr., C. Nelson Harris, Linda F. Wyatt and President Ralph K. Smith ......................... 6. ABSENT: Director William H. Carder ......................................................... 1. Also present were Darlene L. Burcham, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Jesse A. Hall, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; and David A. Morgan, General Manager, Valley Metro. MINUTES: Mr. Bestpitch moved that the minutes of the special meeting held on Monday, June 17, 2002, be approved. The motion was seconded by Mr. Dowe and adopted. GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated February 3, 2003. Without objection by the Board of Directors, the President advised that the Management Letter would be received and filed. FINANCIAL OPERATING REPORTS: The General Manager submitted the Financial and Operating Reports for the months of October, November and December 2002. 346 Without objection by the Board of Directors, the President advised that the Financial Reports would be received and filed. FEDERAL TRANSIT ADMINISTRATION OPERATING ASSISTANCE AND COMMONWEALTH OF VIRGINIA ADMINISTRATIVE AND MAINTENANCE ASSISTANCE FOR FISCAL YEAR 2003-2004: The General Manager submitted a written report advising that financial assistance has been provided to Greater Roanoke Transit Company by the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation during previous fiscal years for certain operating, administrative, and maintenance expenses; Greater Roanoke Transit Company is eligible for $1,710,804.00 in operating assistance from the Federal Transit Administration during fiscal year 2003-04, which is the same for the current fiscal year; in addition, the Greater Roanoke Transit Company is eligible for approximately $848,000.08 in operating assistance from the Virginia Department of Rail and Public Transportation, which is the same amount provided for the current fiscal year; and the deadline for filing applications for Federal Transit Administration operating assistance is March 1, 2003. The General Manager recommended that he be authorized to file applications requesting the maximum operating and capital financial assistance from the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation for fiscal year 2003-04; and that he be further authorized to accept and execute the necessary grant agreements in a form to be approved by Legal Counsel. Mr. Dowe offered the following resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS AND THE ACCEPTANCE AND EXECUTION OF APPROPRIATE AGREEMENTS FOR OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR 2003-2004 WITH THE FEDERAL TRANSIT ADMINISTRATION AND THE COMMONWEALTH OF VIRGINIA DEPARTMENT OF RAIL AND PUBLIC TRANSPORTATION, UPON CERTAIN TERMS AND CONDITIONS. 347 BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the Company's General Manager and Secretary are authorized to execute and attest, respectively, in aform approved by General Counsel, appropriate applications requesting the maximum operating and capital financial assistance from the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation for fiscal year 2003-2004 and further accept and execute the necessary operating grant agreements and capital grant agreements, in a form approved by General Counsel, all as more particularly set forth in the report of the General Manager to this Board dated February 3, 2003. ATTEST: S/Mary F. Parker Mary F. Parker Secretary" Mr. Dowe moved the adoption of the Resolution. The motion was seconded by Mr. Harris and adopted by the following vote. AYES: Directors Bestpitch, Cutler, Dowe, Harris, Wyatt and President Smith .......................................................................................................... -6. NAYS: None .......................................................................................... -0. (Director Carder was absent.) APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager submitted a written report advising that annually, management prepares a proposed operating budget for the next fiscal year's operation of the transit system, which requires approval by the Board of Directors; the Budget Review Committee is usually comprised of two members of the Board, and two officers of the Company; and the fiscal year 2002-03 Budget Review Committee was composed of the following members: William White, Sr., Former Board Member W. Alvin Hudson, Jr., Former Board Member Jesse A. Hall, Treasurer Darlene L. Burcham, Vice-President of Operations 348 The General Manager recommended that the Board of Directors appoint two members of the Board and two Officers of the Company to serve as the Fiscal Year 2003-04 Budget Review Committee to review the proposed budget. It was the consensus of the Board of Directors that the following persons would be appointed to serve as the Fiscal Year 2003-04 Budget Review Committee: M. Rupert Cutler, Board Member Alfred T. Dowe, Jr., Board Member Jesse A. Hall, Treasurer Darlene L. Burcham, Vice.President of Operations ANNUAL MEETING OF GRTC STOCKHOLDERS: The President submitted a communication recommending that the Annual Meeting of the Greater Roanoke Transit Company Stockholders will be held on Monday, June 'i6, 2003, at 1:30 p.m., in the City Council Chamber. Mr. Harris moved that the Board of Directors concur in the recommendation of the President. The motion was seconded by Mr. Cutler and adopted. CLOSED MEETING: The Vice-Prasident of Operations submitted a communication requesting that the Board convene in a Closed Meeting to discuss disposition and acquisition of real property for public purpose, where discussion in open meeting would adversely affect the bargaining position or negotiating strategy of the Board, pursuant to Section 2.2-3711 (A)(3), Code of Virginia (1950), as amended. Mr. Bestpitch moved that the Board concur in the request to convene in Closed Meeting. The motion was seconded by Mr. Harris and adopted. OTHER BUSINESS: None. The President declared the meeting in recess at 1:40 p.m. At 1:58 p.m., the meeting reconvened in the City Council Chamber with all members of the Board in attendance, except Mr. Carder, President Smith presiding. 349 CERTIFICATION OF CLOSED MEETING: Mr. Bestpitch moved, with respect to the Closed Meeting just concluded, that each member of the Board of Directors certify to the best of his or her knowledge that: (1) only public business matters lawf[illy exempted from open meeting requirements under the Virginia Freedom of Information Act; and (2) only such public business matters as were identified in any motion by which any Closed Meeting was convened were heard, discussed or considered by the members of the Board of Directors in attendance. The motion was seconded by Mr. Dowe and adopted by the following vote: AYES: Directors Bespitch, Dowe, Harris and Wyatt .............................. -4. NAYS: None ...................................................................................... 0. (Director Carder was absent.) (Director Cutler and President Smith were not present when the vote was recorded.) There being no furt~r b~ness, Rali~h K. Smith President the meeting was adjourned at 2:00 p.m. ,~,~ ¢~ JATTEST: 7~~ Mary F. Parker Secretary 35O GREATER ROANOKE TRANSIT COMPANY June 16,2003 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Ralph K. Smith, on Monday, June 16, 2003, at 1:35 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors William D. Bestpitch, M. Rupert Cutler, Alfred T. Dowe, Jr., Beverly T. Fitzpatrick, Jr., Linda F. Wyatt and President Ralph K. Smith ....... -6. ABSENT: Vice-President C. Nelson Harris ............................................. 1. Also present were Darlene L. Burcham, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Jesse A. Hall, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; and David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, the President advised that the minutes of the special meeting held on Monday, February 3, 2003, would be approved and dispensed with. FINANCIAL OPERATING REPORTS: The General Manager submitted the Financial and Operating Reports for the months of March and April 2003. Without objection by the Board, the President advised that the Financial Reports would be received and filed. COMMERCIAL GENERAL LIABILITY, AUTOMOBILE LIABILITY AND PHYSICAL DAMAGE INSURANCE COVERAGE: The General Manager submitted a written report advising that GRTC's liability and physical damage coverage with Selective Insurance Company (Selective) expired on March 31, 2003, which provided coverage for losses up to the value of the rolling stock, and $10,000.00 for liability losses; GRTC contracts with Arcordia of Virginia Insurance Agency, Inc. (Acordia) to provide insurance brokerage services; and prior to March 31, 2003, Arcordia reviewed GRTC's insurance needs, and examined possible insurance carriers to determine the best value for insurance coverage for GRTC commencing April 1, 2003. 351 It was further advised that Acordia requested renewal quotes from Selective, and quotes from several additional insurance carriers, including Carolina Casualty, Progressive, Lancer Insurance, The Travelers, Hartford Insurance Company and the Virginia Transit Liability Pool (VTLP), and Selective declined to renew GRTC's policy; based on Acordia's review and evaluation of the abovestated information, Acordia recommended the VTLP to provide GRTC the insurance coverage packet for the next year commencing April 1, 2003, due to the fact that the above carriers premium quotes were higher than VTLP's, provided less coverage, or they declined to quote; and GRTC's staff agreed with Acordia's recommendation, and in a report dated March 20, 2003, GRTC staff informed the Board that pending no objection from the Board, GRTC in accordance with its June 18, 2001, resolution would obtain $9,000,000.00 Excess Commercial General Liability insurance and $10,000,000.00 in automobile liability and physical damage insurance from the VTLP for a yearly premium of $208,921.00; since no objections were received, such insurance coverage was obtained through the VTLP; and VTLP has asked that the Board adopt a resolution containing certain language to reflect the required elements of the VTLP insurance program; The General Manager pointed out that VTLP would like for entities that join the Pool to remain members for at least three years; GRTC staff have made it clear to VTLP that annual evaluations of the rates charged in the commercial market will be compared to rates charged by the Pool to determine the most cost effective insurance package; should GRTC elect to withdraw from the Pool, the Member Agreement states it may do so with 45 days written notice; however, any member that does not remain in the Pool for three consecutive years shall not be entitled to receive any refunds of paid contributions or surplus assets of the fund. It was stated that additionally, the Pool has the ability to assess all members for any deficit that may occur with its capitalization in the proportion which each bears to the total contribution of all members in the year in which such deficit occurs, but it cannot exceed three times the member's annual contribution; to date there has never been an assessment of the membership since VTLP's inception in 1987; and if an assessment has to be collected by suit, the member is liable for all costs of collection, including reasonable attorney's fees. The General Manager recommended that the GRTC Board of Directors approve and adopt a resolution to obtain and maintain the liability and physical damage insurance policies, effective April 1, 2003, with the Virginia Transit Liability Pool for a yearly premium total of $208,921.00, and to be a member of the VTLP; the premium includes automobile liability coverage of $10,000,000.00, which is the same amount as the policy that expired March 31, 2003; this 352 the same amount as the policy that expired March 31, 2003; this premium is an increase of 5.2% over last year's premium of $198,567.00 for the same amount of coverage; the premium can be funded within the existing and proposed GRTC budgets; and this coverage will be for a one-year period from April 1, 2003, through March 31, 2004. Mr. Cutler offered the following resolution: "A RESOLUTION APPROVING THE PURCHASE OF COMMERCIAL GENERAL LIABILITY, AUTOMOBILE LIABLITY AND AUTOMOBILE PHYSICAL DAMAGE INSURANCE COVERAGE FOR THE GREATER ROANOKE TRANSIT COMPANY FROM THE VIRGINIA TRNASlT LIABILITY POOL AND AUTHORIZING MEMBERSHIP THEREIN. WHEREAS, the Board of Directors of behalf of the Greater Roanoke Transit Company (the "Applicant"), wishes it to join with other political subdivisions (as defined by the Act) as a member of the Virginia Transit Liability Pool ("Pool"), whereby members jointly and cooperatively self-insure and pool the separate risks and liabilities of the individual members pursuant to the terms of Chapter 27 of Title 15.2 of the Code of Virginia (the "Act"), and whereby the jointly pooled funds provide the necessary financing for commercial general liability, automobile liability and automobile physical damage; and WHEREAS, the Pool is licensed by the Bureau of Insurance of the State Corporation Commission, pursuant to the Act and regulations adopted thereunder; and WHEREAS, the Applicant has been provided with the following documents which provide the rights and responsibilities of the members of the Pool and the amount and terms of the coverage to be provided: 2. 3. 4. Member Agreement; Sample declaration pages and coverage forms; Virginia Transit Liability Pool Constitution and By-Laws; and Virginia Transit Liability Pool Financial Statements. THEREFORE, BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: 353 = = Applicant certifies its present intention to be a member of such Pool for three years beginning retroactively on April 1, 2003, but that Applicant may withdraw prior to the end of such three year period or thereafter in accordance with the terms of the Member Agreement. Such membership is contingent upon: ao Final approval of the membership of Applicant by the Members' Supervisory Board of the Pool; and · Payment of $69,640.00 for the four month Period (April 1, 2003- July 31, 2003)contribution to the Pool pursuant to the quotation submitted to Applicant~ which has been paid. Applicant understands and agrees that pursuant to the terms of the Member Agreement, members of the Pool may be required to pay additional assessments, not to exceed three times the member's annual contribution, to the Pool and that in the event the Pool is in a deficit position which is not corrected, a member will be liable for any and all unpaid claims against such member in accordance with the Member Agreement. The General Manager of Greater Roanoke Transit Company is hereby authorized to do all things necessary to enable Greater Roanoke Transit Company to become and remain a member of the Pool including, but not limited to, execution of the Member Agreement and any amendments to the Member Agreement which comply with the Act and regulations adopted thereunder and which have been duly adopted by the Members' Supervisory Board of the Pool, all as more particularly set forth in the letter to this Board dated June 16, 2003. Furthermore, the Board hereby ratifies to the extent necessary the prior actions of the General Manager in obtaining the above mentioned insurance coverage. ATTEST: S/Mary F. Parker Mary F. Parker Secretary" 354 Mr. Cutler moved the adoption of the Resolution. The motion was seconded by Mr. Dowe and adopted by the following vote: AYES: Directors Bestpitch, Cutler, Dowe, Fitzpatrick, Wyatt and President Smith ......................................................................................................... -6. NAYS: None ...................................................................................... -0. (Vice-President Harris was absent.) SECRETARY: ELECTION OF OFFICERS: The Secretary presented a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as it may deem proper to serve for a term of one year, each, commencing upon the date of their election and until their respective successors are elected and qualify. Mr. Dowe placed the following names in nomination: Ralph K. Smith as President, C. Nelson Harris as Vice-President, Darlene L. Burcham as Vice- President of Operations, George C. Snead, Jr., as Assistant Vice-President of Operations, Mary F. Parker as Secretary, Stephanie M. Moon as Assistant Secretary, Jesse A. Hall as Treasurer and William M. Hackworth as Registered Agent. There being no further nominations, the above referenced officers were reappointed. REPORTS OF COMMITTEES: FISCAL YEAR 2003-04 OPERATING BUDGET: The Budget Review Committee submitted a written report advising that the Board of Directors annually appoints a Budget Review Committee to review the General 'Manager's proposed operating budget and to provide a report and recommendation to the Board; on February 3, 2003, the Board appointed Treasurer Jesse Hall, Vice- President of Operations Darlene L. Burcham, Board Members M. Rupert Cutler and Alfred T. Dowe, Jr., to serve as the Budget Review Committee; and the Committee met on May 30, 2003, to review and discuss the proposed operating budget. 355 It was further advised that the proposed operating budget for fiscal year 2003-04 consists of the same level of transit service in the Roanoke Valley as provided in fiscal year 2003, which includes the Downtown Express and the Hollins Express; additionally, the proposed budget provides funding for express service between Roanoke and Blacksburg, which will be 95% funded through a State Demonstration Grant; there will be no change in parking rates at Campbell Court Parking Garage, and no transit fare increase; and the level of service requires an operating budget that totals $5,738,327.00, which is an increase of 4.29% over fiscal year 2003. The Budget Review Committee recommended approval of the Greater Roanoke Transit Company's fiscal year 2003-04 operating budget as submitted. The Vice-President of Operations advised that she, along with the General Manager of Valley Metro, will appear before the Blacksburg Town Council in July to propose the initiation of transit service to and from the Virginia Tech campus, with a goal of making the service available by the Spring semester. Mr. Dowe moved that the Board of Directors concur inthe recommendation of the Budget Review Committee. The motion was seconded by Mr. Fitzpatrick and adopted. OTHER BUSINESS: There was discussion in regard to procedures followed 'to provide transportation service for persons with disabilities via RADAR and CORTRAN in both Roanoke City and Roanoke County, and crossing. City and County jurisdictional lines; whereupon, the Vice President of Operations was requested to schedule a detailed briefing on the subject at a future 9:00 a.m, City Council work session. There being no further meeting adjourned at~m. President business, the President .declared the special ATTEST: Mary F. Parker Secretary 356 - GREATER ROANOKE TRANSIT COMPANY January 20, 2004 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Ralph K. Smith, on Tuesday, January 20, 2004, at 1:30 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors William D. Bestpitch, M. Rupert Cutler, Alfred T. Dowe, Jr., Beverly T. Fitzpatrick, Jr., C. Nelson Harris, and President Ralph K. Smith----6. ABSENT: Director Linda F. Wyatt ......................................................... 1. Also present were Darlene L. Burcham, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Jesse A. Hall, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William E. Holdren, Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, the President advised that the minutes of the special meeting held on Monday, June 16, 2003, would be approved as recorded. GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated January 20, 2004. Without objection by the Board of Directors, the President advised that the Management Letter would be received and filed. FINANCIAL OPERATING REPORTS: The General Manager submitted the Financial and Operating Reports for the months of August, September, October, November and December 2003. 357 Without objection by the Board of Directors, the President advised that the Financial Reports would be received and filed. FEDERAL TRANSIT ADMINISTRATION OPERATING AND CAPITAL FINANCIAL ASSISTANCE AND COMMONWEALTH OF VIRGINIA OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR 2004-2005: The General Manager submitted a report advising that financial assistance has been provided to Greater Roanoke Transit Company by the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation during previous fiscal years for certain operating and capital expenses; and Greater Roanoke Transit Company is eligible for Federal operating funds, which cannot exceed 50% of its proposed operating deficit. It was further advised that in fiscal year 2004-05, Greater Roanoke Transit Company will apply for the maximum amount allowed in Federal operating and capital financial assistance in the amount of $1,814,000.00, which is the same as the current fiscal year; in addition, Greater Roanoke Transit Company is eligible for approximately $884,000.00 in operating assistance from the Virginia Department of Rail and Public Transportation, which is the same amount as the current fiscal year; amounts for operating assistance are subject to change depending on availability of funds; and the deadline for filing applications for assistance is February 2, 2004. The General Manager recommended that he be authorized to file applications requesting the maximum op.=rating and capital financial assistance from the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation for fiscal year 2004-05; and that he be further authorized to accept and to execute the necessary grant agreements in a form to be approved by Legal Counsel. Mr. Cutler offered the following resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS AND THE ACCEPTANCE AND EXECUTION OF APPROPRIATE AGREEMENTS FOR OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR 2004-2005 WITH THE FEDERAL TRANSIT ADMINISTRATION AND THE COMMONWEALTH OF VIRGINIA DEPARTMENT OF RAIL AND PUBLIC TRANSPORTATION, UPON CERTAIN TERMS AND CONDITIONS. 358 - BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that the Company's General Manager and Secretary are authorized to execute and attest, respectively, in a form approved by General Counsel, appropriate applications requesting the maximum operating and capital financial assistance from the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation for fiscal year 2004-2005 and further accept and execute the necessary operating grant agreements and capital grant agreements, in a form approved by General Counsel, all as more particularly set forth in the report of the General Manager to this Board dated January 20, 2004. ATTEST: S/Mary F. Parker Mary F. Parker Secretary" Mr. Cutler moved the adoption of the Resolution. The motion was seconded by Mr. Dowe and adopted by the following vote. AYES: Directors Bestpitch, Cutler, Dowe, Fitzpatrick, Harris and President Smith ......................................................................................................... -6. NAYS: None ....................................................................................... 0. (Director Wyatt was absent.) APPOINTMENT OF BUDGET REVIEW COMMITTEE: The, General Manager submitted a written report advising that annually, management prepares a proposed operating budget for the next fiscal year's operation of the transit system, which requires approval by the Board of Directors; the Budget Review Committee is usually comprised of two members of the Board, and two officers of the Company; and the fiscal year 2003-04 Budget Review Committee was composed of the following members: M. Rupert Cutler, Board Member Alfred T. Dowe, Jr., Board Member Jesse A. Hall, Treasurer Darlene L. Burcham, Vice-President of Operations 359 The General Manager recommended that the Board of Directors appoint two members of the Board and two Officers of the Company to serve as the Fiscal Year 2004-05 Budget Review Committee to review the proposed budget. It was the consensus of the Board of Directors that the following persons will be appointed to serve as the Fiscal Year 2004-05 Budget Review Committee: M. Rupert Cutler, Board Member Alfred T. Dowe, Jr., Board Member Darlene L. Burcham, Vice,President of Operations Jesse A. Hall, Treasurer PRESIDENT: ANNUAL MEETING OF GRTC STOCKHOLDERS: The President submitted a 'communication recommending that the Annual. Meeting of the Greater Roanoke Transit Company Stockholders will be held on Monday, June 21, 2004, at 1:30 p.m., in the City Council Chamber. The Board of Directors concurred in the recommendation of the President. VICE-PRESIDENT OF OPERATIONS: TRANSIT MANAGEMENT AND OPERATION SERVICES FOR THE GREATER ROANOKE TRANSIT COMPANY D/B/A VALLEY METRO: The Vice-President of Operations submitted a report advising that First Transit, Inc., is currently completing a contract with the Greater Roanoke Transit Company for Transit Management and Operation Services, which expires on February 29, 2004; in order to obtain a new contract for services, the City, on behalf of GRTC, developed a Request for Proposal, which was properly advertised on October 12, 2003; and First Transit, Inc., was the sole vendor and determined by the selection committee as a qualified firm to be responsive to' the Request for Proposal. It was further advised that a contract has been negotiated with First Transit, Inc., subject to approval by the Board of Directors, to provide the above referenced services; initial term of the contract is for three years, from March 1, 2004 through February 28, 2007, with an option to extend the contract for up to five additional one-year periods; and management fees will be as follows: 360 03/01104 to 02~28~05 -- 03~05~05 to 02~28~06 -- 03/01/06 to 02~28~07 = $240,212.00 $247,416.00 $254,840.0O Total Initial Term Management Fee: $742,468.00 03/01/07 to 02~29~08 = 03/01/08 to 02128/09 = 03/01/09 to 0212810 = 03101110 to 02/28111 = 03101111 to 02/29/12 = $267,000.00 $277,008.00 $287,400.00 $298,200.00 $309,360.00 Total Optional Term Management Fee: $1,438,968.00 'It was stated that funding for the fiscal year 2004 fee is included within the adopted GRTC budget; funding for future year amounts Will be included within recommended budgets for those years; there is a provision for a performance security and fidelity security to GRTC in the contract; and the other terms and conditions are set forth in a draft contract attached to a letter submitted by the Vice President of Operations under date of January 20, 2004. The Vice President of Operations recommended that she be authorized to execute a contract with First Transit, Inc., for Transit Management and Operation Services for GRTC for a three-year period commencing March 1, 2004, with an option to extend the contract for up to five additional one-year periods and for the abovementioned management fees, subject to approval by General Counsel; and that she be further authorized to take such actions and to execute such additional documents as may be necessary to implement and to administer the contract, which includes extending the contract term for option periods as above described. Mr. Fitzpatrick offered the following resolution: ,'BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE COMPANY'S ENTERING INTO A CONTRACT WITH FIRST TRANSIT, INC., FOR TRANSIT MANAGEMENT AND OPERATION SERVICES FOR THE COMPANY. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company that: 361 The Vice.President of Operations is hereby authorized on behalf of the Greater Transit Company (GRTC) to execute a contract between GRTC and First Transit, Inc., for First Transit to provide transit management and operation services for GRTC, upon certain terms and conditions as set forth in the Vice-President's letter to this Board dated January 20, 2004. Such Contract shall be substantially similar to the one attached to such letter and in a form approved by General Counsel. Such Contract will provide that it will be for an initial term of three years commencing March 1, 2004, with an option to extend the Contract for up to five additional one-year periods and for the management fees set forth in the above mentioned letter. The Vice-President of Operations is further authorized to take such action and execute such additional documents as may be necessary to implement and administer such Contract, including extending the Contract term for the option periods mentioned above. 3. The effective date of this resolution is January 20, 2004. ATTEST: S/Mary F. Parker Mary F. Parker Secretary" Mr. Fitzpatrick moved the adoption of the Resolution. The motion was seconded by Mr. Dowe and adopted by the following vote. AYES: Directors Bestpitch, Cutler, Dowe, Fitzpatrick, Harris and President Smith ........................................................................... -~ ............................ -6. NAYS: None ................................................................................. -----0. (Director Wyatt was absent.) 362 OTHER BUSINESS: ROANOKE/BLACKSBURG COMMUTER BUS SERVICE: Director Cutler inquired about Roanoke/Blacksburg Commuter Bus Service. The General Manager advised that as the Board is aware, GRTC staff with assistance from the Vice- President of Operations has been working to establish express commuter bus service between the City of Roanoke and the Town of Blacksburg and Virginia Tech; GRTC received approval of the proposed service from the Blacksburg Town Council on December 2, 2003; GRTC has established proposed routes and time schedules, and is moving forward in developing marketing plans for the service; and GRTC anticipates initiating the service this summer. The President decl~ R~jJ~Sh K. Smith President meeting in recess at 1:45 p.m. ATTEST: Mary F. Parker Secretary