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HomeMy WebLinkAbout06/21/04 - 11/16/1501 GREATER ROANOKE TRANSIT COMPANY June 21, 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 Monday, June 21, 2004, at 1:40 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 M. Rupert Cutler, Beverly T. Fitzpatrick, Jr., C. Nelson Harris, Linda F. Wyatt and President Ralph K. Smith ............................. 5. ABSENT: Directors William D. Bestpitch and Alfred T. Dowe, Jr.- ......... 2. 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: Without objection by the Board, the President advised that the minutes of the special meeting held on Monday, January 20, 2004, would be approved and the reading thereof dispensed with. MANAGEMENT LE'I-FER: The General Manager submitted the Management Letter dated June 21, 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 January, February, March, April and May 2004. Without objection by the Board of Directors, the President advised that the Financial and Operating Reports would be received and filed. 02 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. Cutler placed the following names in nomination: C. Nelson Harris as President, Beverly T. Fitzpatrick, Jr., 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 COMMI'I-FEES: FISCAL YEAR 2004-05 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 January 20, 2004, the Board appointed Treasurer Jesse A. Hall, Vice- President of Operations Darlene L. Burcham, Board Members M. Rupert Cutler and Alfred T. Dowe, Jr., to serve as members of the Budget Review Committee; and the Committee met on May 11, 2004, to review and discuss the proposed operating budget. It was further advised that the proposed operating budget for fiscal year 2004-05 consists of the same level of basic transit service in the Roanoke Valley, including Hollins Express, the SmartWay service expansion which will be funded primarily with a State Demonstration Grant resulting in a 25% increase in revenue miles operated by GRTC; additionally, the proposed budget also includes a reduction in service to the Downtown Express which serves the downtown business and education district from the Roanoke Civic Center; and the route will be reduced from 10-minute service to 20-minute service during non-peak hours. It was stated that there will be 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 $5,919,068.00, which is an increase of 3.15% over fiscal year 2004. O3 The Budget Review Committee recommended approval of the Greater Roanoke Transit Company's fiscal year 2004-05 operating budget as submitted. Mr. Fitzpatrick 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: VIRGINIA TECH SMART WAY: The Vice President of Operations called attention to meetings of GRTC management with officials of Roanoke College to discuss service to the campus; as a result of the meetings, beginning on September 3, 2004, GRTC will initiate a new route serving the Roanoke College campus; and the Maroon Express, which is similar to the Hollins Express, will offer express bus service departing hourly from the Roanoke College campus, with stops at Valley View Mall and downtown Roanoke on Friday and Saturday evenings. The General Manager advised that the target date for operation of the Virginia Tech Smart Way bus route is August 1, 2004; and a similar proposal has been submitted to officials of Ferrum College. There being no further business, the President declared the meeting adjourned at 1:45 p.m. ATTEST: R, afph K. Smith Mary F. Parker President Secretary special O4 GREATER ROANOKE TRANSIT COMPANY July 19, 2004 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President C. Nelson Harris on Monday, July 19, 2004, at 1:55 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 M. Rupert Cutler, Alfred T. Dowe, Jr., Beverly T. Fitzpatrick, Jr., Sherman P. Lea, Brian J. Wishneff and President C. Nelson Harris- ABSENT: None ..................................................................... O. 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 Holdren, Assistant General Manager, Valley Metro. STATEMENT OF PURPOSE: The President advised that the purpose of the special meeting was to appoint one Director to the Greater Roanoke Transit Company Board of Directors. ELECTION OF A DIRECTOR: The President advised that there is one vacancy on the Board of Directors for a term ending June 30, 2006, or until his or her successor has been duly elected and qualified; whereupon, he opened the floor for nominations to fill the vacancy. Mr. Dowe placed in nomination the name of Brenda L. McDaniel. There being no further nominations, Brenda L. McDaniel was elected as a Director of the Greater Roanoke Transit Company for a term ending June 30, 2006, or until her successor has been duly elected and qualified, by the following vote: FOR MS. MCDANIEL: Directors Cutler, Dowe, Fitzpatrick, Lea, Wishneff and President Harris ........................................................... 6. There being no further meeting adjourned at 2:00 p.m. O5 business, the President declared the special APPROVED: C. Nelson Harris President ATTEST: Mary F. Parker Secretary O6 GREATER ROANOKE TRANSIT COMPANY January 18, 2005 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President C. Nelson Harris on Tuesday, January 18, 2005, 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 M. Rupert Cutler, Beverly T. Fitzpatrick, Jr., Brenda L. McDaniel and President C. Nelson Harris ............................................. 4. ABSENT: Directors Alfred T. Dowe, Jr., Sherman P. Lea and Brian J. Wishneff .......................................................................................... 3. 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 Holdren, Assistant General Manager, Valley Metro. MINUTES: Director Cutler moved that the reading of the minutes of the special meetings held on Monday, June 21, 2004, and Monday, July 19, 2004, be dispensed with and that the minutes be approved as recorded. The motion was seconded by Vice-President Fitzpatrick and adopted. GENERAL MANAGER: The General Manager reported on ridership to and from Roanoke College and Ferrum College. The Vice President of Operations was requested to report on the City's request for legislation to reinstate the sales tax exemption for the public transit system that the 2004 General Assembly inadvertently eliminated along with several other sales tax exemptions. She advised that the City of Salem will be requested to adopt a resolution in support of the City's request to be forwarded to their representative to the General Assembly. Without objection by the Board of Directors, the President advised that the Management Letter would be received and filed. 07 FINANCIAL OPERATING REPORTS: The General Manager submitted the Financial and Operating Reports for the months of July, August, September, October and November 2004. Without objection by the Board of Directors, 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 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 persons: M. Rupert Cutler, Board Member Alfred T. Dowe, Jr., Board Member Jesse A. Hall, 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 2005-06 Budget Review Committee to review the proposed budget. Director Cutler moved that the following persons 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 The motion was seconded by Director McDaniel and adopted. 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 2005-06, Greater Roanoke Transit Company will apply for the maximum amount allowed in Federal operating and capital financial assistance, in the amount of $1,977, 000.00, which is the same as the current fiscal year; in addition, Greater Roanoke Transit Company is eligible for approximately $967,000.00 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 1, 2005. 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 2005-06; and that he be further authorized to accept and execute the necessary grant agreements in a form to be approved by Legal Counsel. Vice-President 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 2005-2006 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 2005-2006 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 18, 2005. ATTEST: S/Mary F. Parker Mary F. Parker Secretary" O9 Vice-President Fitzpatrick moved the adoption of the Resolution. The motion was seconded by Director McDaniel and adopted by the following vote. AYES: Directors Cutler, Fitzpatrick, McDaniel, and President Harris ..... 4. NAYS: None ..................................................................................... 0. (Directors Dowe, Lea and Wishneff were absent.) 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 20, 2005, at 1:30 p.m., in the City Council Chamber. Without objection, the Board of Directors concurred in the recommendation. OTHER BUSINESS: Vice-President Fitzpatrick commended Valley Metro on the level of customer service provided to the citizens of the Roanoke Valley. He stated that he continues to be impressed with the manner in which the transit company operates. Director McDaniel called attention to the number of customers who use Valley Metro to transport groceries and inquired if ample space is available for storage of grocery bags; whereupon, the General Manager advised that sufficient space is usually available on the seat next to the passenger, or at the front of the bus. With the current focus on the regional bicycle trail, Director Cutler inquired if buses are equipped with bicycle racks; whereupon, the General Manager advised that bicyclists are encouraged to bring bicycles on board. Inasmuch as some passengers are not aware that they may bring their bicycles on the bus, it was suggested that Valley Metro include information in future advertising. There being no further business, the President declared the special meeting adjourned at 1:45 p.m. APPROVED: C. Nelson Harris President ATTEST: Mary F. Parker Secretary 10 GREATER ROANOKE TRANSIT COMPANY June 20,2005 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by Vice-President Beverly T. Fitzpatrick, Jr., on Monday, June 20, 2005, at 1:40 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 M. Rupert Cutler, Alfred T. Dowe, Jr., (arrived late), Sherman P. Lea, Brenda L. McDaniel, Brian J. Wishneff and Vice-President Beverly T. Fitzpatrick, Jr. - ................... 6. ABSENT: President C. Nelson Harris. 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 Holdren, Assistant General Manager, Valley Metro. MINUTES: Mr. Cutler moved that the reading of the minutes of the special meeting held on Tuesday, January 18, 2005, be dispensed with and that the minutes be approved as recorded. The motion was seconded by Ms. McDaniel and adopted. GENERAL MANAGER: The General Manager submitted the Management Letter dated June 20, 2005. Without objection by the Board, the Vice-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 December 2004, and January - May, 2005. Without objection by the Board, the Vice-President advised that the Financial and Operating Reports would be received and filed. 11 PURCHASE OF TRANSIT SYSTEM FARE COLLECTION AND DATA SYSTEM: The General Manager submitted a written report advising that the Greater Roanoke Transit Company has applied for and received grants from the Federal Transit Administration (FTA) and the Virginia Department of Rail and Public Transportation (VDRPT) for a procurement to replace the current fare collection and data system that was procured from Agent Systems, Inc., in 1999; and since Agent Systems, Inc. is no longer in business, GRTC has had a difficult time keeping the current fare collection system in operation. It was further advised that on March 28, 2005, GRTC issued an Invitation for Bids (IFB) for the above referenced transit system fare collection and data system; the sole respondent was SPX Corporation and its division GFl-Genfare, in the total amount of $491,600.00 which includes installing fareboxes, a driver display and keypads on each revenue vehicle, a stationary through the wall revenue collection system, including cashbox receiver and vault structure; all operators will require computer software and the necessary training to operate the system; and due to receipt of the above referenced grants, no additional funding is required from the City of Roanoke to complete the project. The General Manager recommended that the Board of Directors accept the above referenced bid and that he be authorized to enter into a contract with SPX Corporation and its division GFl-Genfare for the purchase of a new transit system fare collection and data system, in the total amount of $491,600.00, subject to approval as to form by Legal Counsel; and that he be further authorized to take such actions and to execute such documents as may be necessary to implement, administer, and enforce the contract. Director Cutler offered the following resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION ACCEPTING THE BID OF SPX CORPORATION A/OIlS DIVISION GFI-GENFARE TO SUPPLY A TRANSIT SYSTEM FARE COLLECTION AND DATA SYSTEM TO GREATER ROANOKE TRANSIT COMPANY, UPON CERTAIN TERMS AND CONDITIONS AND AWARDING A CONTRACT THEREFOR, AND AUTHORIZING GRTC'S GENERAL MANAGER TO EXECUTE THE REQUISITE CONTRACT FOR SUCH SYSTEM. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: 12 The bid of SPX Corporation and its division GFI-Genfare, in the amount of $491,600.00 for supplying to GRTC a transit fare collection and data system, as is more particularly set forth in the General Manager's report dated June 20, 2005, to this Board, such bid being in full compliance with GRTC's specifications made therefor and as provided in the contract documents offered said bidder, which bid 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 bidder, based on its proposal made therefor and GRTC's specification made therefor, said contract to be in such form aa is approved by the General Counsel. The General Manager is further authorized to take such actions and execute such documents as may be necessary to implement, administer, and enforce such Contract. ATTEST: S/Stephanie M. Moon Assistant Secretary" Director Cutler moved the adoption of the resolution. The motion was seconded by Director Lea and adopted by the following vote: AYES: Directors Cutler, Lea, McDeniel, Wishneff and Vice-President Fitzpatrick ................................. 5. NAYS: None .............. (Director Dowe was not present when the vote was recorded.) (President Harris was absent.) At this point, Director Dowe entered the meeting. CONTRACT OPTION BETWEEN GRTC AND MOTOROLA, INC.: The General Manager submitted a written report advising that in a letter to the Board dated May 25, 2005, the Board was notified of GRTC's intent to enter into a contract with Motorola, Inc., for the purchase of a two-way radio communication system to replace the current system that has been in place for over 14 years; on June 3, 2005, GRTC entered into a contract with Motorola, Inc., for $271,349.00 which included the base station equipment, portables for GRTC staff, and 25 mobile radios to be installed in the revenue vehicles (buses); at the time the initial Invitation for Bids (IFB) for procurement was issued, GRTC had only obtained grant funding to procure the above referenced quantity of equipment; and ss part of the procurement, GRTC required the contract to provide GRTC with an option to purchase additional radios, should additional funding be secured. 13 It was further advised that GRTC has obtained additional funds and now intends to exercise its option to procure additional equipment, which includes 19 mobile radios for the remaining buses and two spare radios to reduce downtime associated with radio repairs; the cost of additional equipment is $90,517.00; by exercising the option for additional equipment, the procurement will exceed the $300,000.00 limit established by the Board at its June 18, 2001, meeting which authorizes the General Manager and an appropriate officer to execute such contracts not exceeding $300,000.00; and the option to purchase additional equipment is available for five years, with the purchase of equipment within 90 days at the contract price and after 90 days, at a discounted price from the then current price. It was explained that GRTC staff also anticipates that additional radio equipment will be necessary during the remainder of the five-year period, therefore, GRTC staff requests the right to exercise such option to purchase additional equipment as set forth above, and also future equipment in addition to the optional equipment as above referenced by recommending that the Board authorize the General Manager and an appropriate officer to exercise such option in an amount not to exceed $400,000.00 for both the original contract amount and any equipment purchased under such option, which would be an increase of $100,000.00 for this contract over the $300,000.00 authorized by resolution of the Board dated June 18, 2005; and additional funds to exercise the above referenced option to procure additional radio equipment, in the amount of $90,517.00, was obtained by a grant from the Federal Transit Administration and no additional funds are required from the City of Roanoke for the initial additional equipment. The General Manager recommended that he be authorized by the Board of Directors to exercise the option for additional radio equipment under the contract between the Greater Roanoke Transit Company and Motorola, Inc., dated June 3, 2005, with the total amount of the original Contract and any additional equipment purchased under the option not to exceed $400,000.00; and that the General Manager be further authorized to take such action and to execute such documents as may be necessary to implement, administer and enforce such contract and any amendments thereto. Director Cutler offered the following resolution: "BOARD OF DIRECTORS OF GREATER ROANOKE TRANSIT COMPANY A RESOLUTION AUTHORIZING THE GENERAL MANAGER OF GRTC AND AN APPROPRIATE OFFICER OF GRTC TO EXERCISE AN OPTION CONTAINED IN A CONTRACT BETWEEN GRTC AND MOTOROLA, INC., DATED JUNE 3, 2005, TO OBTAIN ADDITIONAL RADIO EQUIPMENT UNDER SUCH CONTRACT, PROVIDED THAT THE TOTAL AMOUNT OF THE ORIGINAL CONTRACT AND ANY ADDITIONAL EQUIPMENT PURCHASED UNDER SUCH OPTION SHALL NOT EXCEED A TOTAL OF $400,000.00. 14 WHEREAS, GRTC entered into a Contract dated June 3, 2005, with Motorola, Inc., and a Software License Agreement with Motorola of the same date, for the delivery and installation of a two-way radio communication system to replace GRTC's outdated radio system; WHEREAS, the Contract with Motorola, Inc., provides GRTC the ability to obtain additional radios and equipment at the option of GRTC for a five year period; WHEREAS, GRTC's staff has determined that grant funds are available to purchase additional radio equipment so that all buses will have the new radio equipment and that it would be advantageous for GRTC to purchase such equipment at this time pursuant to such option; WHEREAS, since GRTC staff has indicated that additional radio equipment might also be needed over the remainder of the five year period that the option is available to GRTC, GRTC staff has requested the Board to grant the General Manager and an appropriate officer of GRTC authority to exercise the option to purchase such additional radio equipment as long as the total for both the original Contract and any additional equipment purchased under such option does not exceed a total of $400,000.00; and WHEREAS, the Board believes that such request by GRTC staff is appropriate and that the General Manager and an appropriate officer of GRTC, as provided for in the Board's Resolution dated June 18, 2001, should be able to exercise such option. THEREFORE, BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: The General Manager and an appropriate officer of GRTC as referred to in the Board's Resolution dated June 18, 2001, concerning the execution of contracts up to $300,000.00, be, and they hereby are, authorized to exercise the option to obtain additional radio equipment under GRTC's Contract with Motorola, Inc., dated June 3, 2005, aa they deem appropriate, so long as the total of such original Contract and any additional equipment purchased under such option does not exceed the total amount of $400,000.00. The effect of this additional authority is to increase the authority of the General Manager and the appropriate officers of GRTC under the Board's Resolution dated June 18, 2001, from $300,000.00 to $400,000.00 for this particular Contract with Motorola, Inc., all as more fully set forth in the General Manager's report dated June 20, 2005, to this Board. 15 The General Manager is further authorized to take such actions and execute such documents as may be necessary to implement, administer, and enforce such Contract and any amendments or changes thereto, including the exercise of an option for the purchase of additional equipment under such Contract. Provided further that any such additional documents are to be approved as to form by the General Counsel of GRTC. ATTEST: s/Stephanie M. Moon Assistant Secretary" Director Cutler moved the adoption of the resolution. The motion was seconded by Director McDaniel and adopted by the following vote. AYES: Directors Cutler, Dowe, Lea, McDaniel, Wishneff and Vice-President Fitzpatrick ............................................ 6. NAYS: None ................................. (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 provide 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 ether 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. Vice-President Fitzpatrick advised that due to the retirement of George C. Snead, Jr., Assistant City Manager for Operations, the Vice-President of Operations has recommended the appointment of Rolanda B. Russell, Assistant City Manager for Community Development, to serve as Assistant Vice-President of Operations. Director Cutler placed the following names in nomination: C. Nelson Harris as President, Beverly T. Fitzpatrick, Jr., as Vice-President, Darlene L. Burcham as Vice- President of Operations, Rolanda B. Russell 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. 16 There being no further nominations, the above referenced officers were appointed or reappointed for terms of one year each commencing upon the date of their appointment and until their respective successors are appointed and have qualified. REPORTS OF COMMITTEES: FISCAL YEAR 2005-06 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 January 18, 2005, the Board appointed Treasurer Jesse A. Hall, Vice-President of Operations Darlene L. Burcham, and Board Members M. Rupert Cutler and BeverlyT. Fitzpatrick, Jr., to serve as members of the Budget Review Committee; and the Committee met on May 17, 2005, to review and discuss the proposed operating budget. It was further advised that the proposed operating budget for fiscal year 2005- 2006 consists of the same level of basic transit service in the Roanoke Valley, including the Hollins Express, the Maroon Express, the Ferrum Express, and the Smart Way bus service which will be funded primarily with Federal and State 5311 funds; and additionally, the proposed budget also includes a reduction in service to the Downtown Express which was eliminated in April 2005 due to a substantial decrease in ridership and an increase in costs. It was stated that there will be 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 $6,340,181.00, which is an increase of 7.11% over fiscal year 2005. The Budget Review Committee recommended approval of the Greater Roanoke Transit Company's fiscal year 2005-06 operating budget as submitted. Director Cutler moved that the Board of Directors concur in the recommendation of the Budget Review Committee. The motion was seconded by Director Lea and adopted. OTHER BUSINESS: ORANGE AND YELLOW LINE SERVICE: Director Cutler advised that at a recent meeting of the Mayor's Committee for People with Disabilities, he talked with Donald E. Elder who was a frequent user of the orange and yellow lines and inquired if there is any prospect of restoring the service. 17 The General Manager advised that in 2000, Unified Human Services, also known as RADAR, applied for and received a job access reverse commute grant, and has operated the orange and yellow line since that time; the grant will expire at the end of June 2005 and will no longer be available although the service was specifically a RADAR project; and Valley Metro has tried to coordinate services in order to connect. He stated that Valley Metro is studying other options to expand current service to meet the needs of riders along the Route 419 corridor and west Salem, which will depend upon acquiring the necessary funds. Vice-Mayor Fitzpatrick advised that he also talked with Mr. Elder and the issue points to the fact that the Roanoke Valley does not have a regional transit system; and it is hoped that efforts will continue with regard to creation of a transit system with both RADAR and Valley Metro. There being no further business, the Vice-President declared the special meeting adjourned at 1 :50 p.m. APPROVED: ~ :::s'I ~ Mary F. Parker Secretary Beverly T. Fitzpatrick, Jr. Vice-President I I I 17 The General Manager advised that in 2000, Unified Human Services, also known as RADAR, applied for and received a job access reverse commute grant, and has operated the orange and yellow line since that time; the grant will expire at the end of June 2005 and will no longer be available although the service was specifically a RADAR project; and Valley Metro has tried to coordinate services in order to connect. He stated that Valley Metro is studying other options to expand current service to meet the needs of riders along the Route 419 corridor and west Salem, which will depend upon acquiring the necessary funds. Vice-Mayor Fitzpatrick advised that he also talked with Mr. Elder andthe issue points to the fact that the Roanoke Valley does not have a regional transit system; and it is hoped that efforts will continue with regard to creation of a transit system with both RADAR and Valley Metro. There being no further business, the Vice-President declared the special meeting adjourned at 1 :50 p.m. n ~ESt L Mary F. Parker Secretary Beverly T. Fitzp Vice-President 18 GREATER ROANOKE TRANSIT COMPANY January 17,2006 A special meeting of the Board of Directors of ~he Greater Roanoke Transit Company was called to order by President C. Nelson Harris on Tuesday, January 17, 2006, 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 Alfred T. Dowe,Jr., Beverly T. Fitzpatrick, Jr., Brenda L. McDaniel and President C. Nelson Harris 4. ABSENT: Directors M. Rupert Cutler, Sherman. P~ Lea and Brian J. Wishneff 3. I ---.. Also present were Rolanda B. Russell, Assistant 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; DavidA. Morgan, General Manager, Valley Metro; and William Holdren, Assistant General I Manager, ValJey Metr(). MINUTES:~ Vice-President Fitzpatrick moved that the reading of the minutes of the special meeting held on Monday, June 20, 2005, be dispensed with and that the minutes be approved a~ recorded. The motion was seconded by Director Dowe and adopted. . GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated January 17, 2006. 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 and November 2005. Without objection by the Board of Directors, the President advised that the Financial and Operating Reports would be received and filed. I I I I 19 CONTRACT FOR MANAGEMENT AND OPERATION OF STAR COMPLEMENTARY PARATRANSIT SERVICES WITH UNIFIED HUMAN SERVICES TRANSPORTATION SYSTEMS, INC., D/B/A RADAR: The General Manager submitted a written report advising that under the Americans with Disabilities Act (ADA), GRTC is required to provide curb-to-curb transportation service to mentally and physically disabled. persons who are unable to use GRTC's fixed route bus service; to comply with the requirement, GRTC has established STAR (Specialized Transit Arranged Rides) service which will operate the same hours as GRTC's fixed route bus service, and to cover an area within three-fourths 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 provides six paratransit vehicles to RADAR which is operated to assist with the service; and RADAR currently charges GRTC $14.35 per trip. It was further advised that under the ADA, GRTC can only charge passengers $2.50 per trip, which is twice the basic fare of $1.25; on October 6, 2005, GRTC issued a Request for Proposals (RFP) for a three year contract, with up to five additional one year renewal options, to be exercised in the sole discretion ofGRTC, for Management and Operations of STAR Complementary Paratransit Services; the RFP was properly advertised and sent to transportation providers, which included Yellow Cab and Laidlaw Transit Services, Inc.; on December 1,2005, Unified Human Services Transportation Systems, Inc., d/b/a RADAR, submitted a proposal package that was responsive and in accordance with specifications as set forth in, the RFP; and after negotiations with RADAR, the following rates were applicable to RADAR's contract: March 1, 200610 February 28, 2007 March 1, 2007 to February 28, 2008 March 1 , 2008 to February 28, 2009 $15.15 per trip $15.91 per trip $16.70 per trip It was stated that in addition to providing fuel, GRTC will receive a one-dollar per gallon credit from RADAR; compensation for optional years may be adjusted upon mutual agreement of the parties; if GRTC elects to exercise the options, it will give RADAR at least 60 days notice before expiration of the contract, or any renewal thereof; funding for management operation of GRTC's STAR service comes from GRTC's operating budget; a majority of funding for the operating budget comes from Federal and State funds, with the balance being operating revenue and local funding; GRTC anticipates the cost to operate the STAR service this fiscal year to be $586,000.00, and it is anticipated that the cost of the service will continue to grow by approximately 15 per cent per year. The General Manager recommended that he be authorized to execute a 20 contract with Unified Human Services Transportation Systems, Inc., d/b/a RADAR for I management and operations of GRTC's STAR Complementary Paratransit, subject to approval by Legal Counsel; and that he be further authorized to execute such documents as may be necessary to implement, administer and enforce the contract. Vice-President Fitzpatrick offered the following resolution: "A RESOLUTION ACCEPTING THE PROPOSAL SUBMITTED BY UNIFIED HUMAN SERVICES TRANSPORTATION SYSTEMS, INC., D/B/A RADAR, TO PROVIDE MANAGEMENT AND OPERATION O'F STAR COMPLEMENTARY PARATRANSIT SERVICES TO THE GREATER ROANOKE TRANSIT COMPANY, UPON CERTAIN TERMS AND CONDITIONS AND AWARDING A CONTRACT THEREFOR; AND AUTHORIZING GRTC'S GENERAL MANAGER TO EXECUTE THE REQUISITE CONTRACT FOR SUCH SERVICES AND TO TAKE SUCH FURTHER ACTION AS MAY BE NECESSARY TO IMPLEMENT, ADMINISTER, AND ENFORCE SUCH CONTRACT. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company, as follows: 1. The proposal of the Unified Human Services Transportation Systems, Inc., d/b/a RADAR to provide Management and Operations of STAR Complementary I 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 five additional years, as more particularly set forth in the General Manager's report dated January 17,2006, to this Board, such proposal being in full compliance with GRTC's specifications made therefor and as provided in the contract documents offered the offeror, which proposal is on file in GRTC's office, be and is hereby ACCEPTED. 2. 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, such contract to be in such form as is approved by the General Counsel. 3. The General Manager is further authorized to take such actions and execute such documents as may be necessary to implement, administer, and enforce such Contract. ATTEST: Date: January 17, 2005 s/Mary F. Parker Mary F. Parker, Secretary" I Vice-President Fitzpatrick moved the adoption of the above referenced I I I 21 resolution. The motion was seconded by Director Dowe and adopted by the following vote: AYES: Directors Dowe, Fitzpatrick, McDaniel, and President Harris--------------4. NAYS: N one--------------------------------------------------------------------.;.--------- O. (Directors Cutler, Lea and Wishneff were absent.) CONTRACT FOR PURCHASE OF CITY TRANSIT BUSES: The General Manager submitted a report advising that the Greater Roanoke Transit Company has applied for and received grants from the Federal Transit Administration (FT A) and the Virginia Department of Rail and Public Transportation (VDRPT), in a total amount of $5,600,000.00, which includes $280,000.00 in required local matching funds that are available through GRTC's retained earnings; and the purpose of procurement is to replace 18 1994 model buses that have exceeded their useful life of 12 years under the guidelines established by the FTA. It was further advised that on October 19, 2005,GRTC issued an Invitation for Bids (IFB) for the abovementioned buses; bids were properly advertised and sent to major transit bus providers, including Rohrer Bus Sales, Gillig Corporation, Orion Bus Industries, and National Bus Sales; Gillig Corporation was the sole respondent, with a bid of $287,777.00 per bus, for a total bid amount of $5,179,986.00; and due to the fact there was only one respondent to the Invitation for Bids, GRTC. has conducted an analysis of the bid received and determined that the bid is fair and reasonable. The General Manager recommended that the Board of Directors accept the bid of Gillig Corporation; and that he be authorized to enter into a contract with Gillig Corporation for the purchase of 18 35-foot City transit buses, in the total amount of $5,179,986.00, in a form to be approved by Legal Counsel, and that he be further authorized to execute such documents as may be necessary to implement, administer and enforce the contract. Vice-:President Fitzpatrick offered the following resolution: 22 "A RESOLUTION ACCEPTING THE BID OF GILLIG CORPORATION TO SUPPLY EIGHTEEN CITY TRANSIT BUSES TO THE GREATER ROANOKE TRANSIT COMPANY, UPON CERTAIN TERMS AND CONDITIONS AND AWARDING A CONTRACT THEREFOR; AND AUTHORIZING GRTC'S GENERAL MANAGER TO EXECUTE THE REQUISITE CONTRACT FOR SUCH BUSES AND TO TAKE SUCH FURTHER ACTION AS MAY BE NECESSARY TO IMPLEMENT, ADMINISTER AND ENFORCE SUCH CONTRACT. I BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company, as follows: 1. The bid of Gillig Corporation in the total amount of $5,179,986.00 for supplying to GRTC eighteen 35-foot city transit buses as is more particularly set forth in the General Manager's report dated January 17, 2006, 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 bid is on file in the GRTC's Offices, be and is hereby ACCEPTED. 2. The General Manager is hereby authorized, on behalf of GRTC, to execute the requisite Contract with the successful bidder, based on its proposal I made therefor and GRTC's specifications made therefor, such contract to be in such form as is approved by the General Counsel. 3. The General Manager is further authorized to take such action and execute such documents as may be necessary to implement, administer, and enforce such Contract. ATTEST: Date: January 17, 2006 s/Mary F. Parker Mary F. Parker, Secretary" Vice-President Fitzpatrick moved the adoption of the resolution. The motion was seconded by Director Dowe and adopted by the following vote: AYES: Directors Dowe, Fitzpatrick, McDaniel and President Harris---------------4. NAYS: N one----------------------------------------------------------------------------- . O. (Directors Cutler, Lea and Wishneff were absent.) I I I I 23 FEDERAL TRANSIT ADMINISTRATION OPERATING AND CAPITAL FINANCIAL ASSISTANCE AND COMMONWEALTH OF VIRGINIA OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR 2006-2007: 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 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 2006-07, Greater Roanoke Transit Company will apply for the maximum amount allowed in Federal operating and capital financial assistance; during the current fiscal year~ the amount of Federal operating assistance GRTC will receive is approximately $2,090,276.00; in addition, Greater Roanoke Transit Company is eligible for approximately $1,035,741.00 in operating assistance from the Virginia Department of Rail and Public Transportation; and the deadline for filing applications for assistance for fiscal year 2006-07 is February 1, 2006. 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 2006-07; and that he be further authorized to accept and execute the necessary grant agreements in a form to be approved by Legal Counsel. Vice-President Fitzpatrick offered the following resolution: "A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS AND THE ACCEPTANCE AND EXECUTION OF APPROPRIATE AGREEMENTS FOR OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL. YEAR 2006-2007 WITH THE FEDERAL TRANSIT ADMINISTRATION AND THE COMMONWEALTH OF VIRGINIA DEPARTMENT OF RAIL AND PUBLIC TRANSPORTATION, UPON CERTAIN TERMS AND CONDITIONS. 24 BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit I 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 2006-2007 and to 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 17,2006. ATTEST: Date Adopted: January 17,2006 s/Mary F. Parker Mary F. Parker, Secretary" Vice-President Fitzpatrick moved the adoption of the resolution. The motion was seconded by Director McDaniel and adopted by the following vote. AYES: Directors Dowe, Fitzpatrick, McDaniel, and President Harris------------.,-4. NAYS: None----------------------------------------------------------------------------- o. I (Directors Cutler, Lea and Wishneff were 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 2005-06 Budget Review Con~mittee was composed of the following persons: M. Rupert Cutler, Board Member Beverly T. Fitzpatrick, Jr., Board Member Jesse A. Hall, 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 2006-07 Budget Review Committee to review the proposed budget. Director McDaniel moved that the following persons be appointed to serve as I the Fiscal Year 2006-07 Budget Review Committee: I I I 25 M. Rupert Cutler, Board Member Beverly T. Fitzpatrick, Jr., Board Member Darlene L. Burcham, Vice-President of Operations Jesse A. Hall, Treasurer The motion was seconded by Director Dowe and adopted. 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 19, 2006, at 1 :30 p.m., in the City Council Chamber. Vice-President Fitzpatrick moved that the Board of Directors concur in the recommendation of the President. The motion was seconded by Director Dowe and adopted. OTHER BUSINESS: NONE. There being no further business, the President declared the special meeting adjourned at 1 :57 p.m. APPROVED: C. Nelson Harris President .' n, L . . hTT TTEE~STT:: ~fh. ~~+~ ~,~ Mary F. Parker V r Secretary GREATER ROANOKE TRANSIT COMPANY I 26 June 19, 2006 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by Vice-President B. T. Fitzpatrick, Jr., on Monday, June 19, 2006, at 1 :40 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 M. Rupert Cutler, Alfred T. Dowe, Jr., Sherman P. Lea, Brenda L. McDaniel and Vice President B. T. Fitzpatrick, Jr.-------:--------------------5. ABSENT: Director Brian J. Wishneff and President C. Nelson Harris----2. 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 I David A. Morgan, General Manager, Valley Metro. MINUTES: Mr. Cutler moved that the reading of the minutes of the special meeting held on Tuesday, January 17, 2006, be dispensed with and that the minutes be approved as recorded. The motion was seconded by Ms. McDaniel and adopted. GENERAL MANAGER: FINANCIAL OPERATING REPORTS: The General Manager submitted the Financial and Operating Reports for the months of January - May, 2006. Without objection by the Board, the Vice-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 the Board may deem property to serve for a term of one year each, I commencing upon the date of their election and until their respective successors are I I I 27 Mr. Cutler placed the following names in nomination: C. Nelson Harris as President, BeverlyT. Fitzpatrick, Jr., as Vice-President, Darlene L. Burcham as Vice- President of Operations, Rolanda B. Russell 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, Mr. Harris, Mr. Fitzpatrick, Ms. Burcham, Ms. Russell, Ms. Parker, Ms. Moon, Mr. Hall and Mr. Hackworth were reappointed. REPORTS OF COMMITTEES: FISCAL YEAR 2006-2007 OPERATING BUDGET: The Budget Review Committee presented a written report submitting the fiscal year 2006-2007 operating budget and advising that on January 17, 2006, the Board of Directors appointed Treasurer Jesse Hall, Vice-President of Operations Darlene Burcham, Board Members M. Rupert Cutler and Beverly T. Fitzpatrick, Jr. to the Budget Review Committee; the proposed operating budget for Fiscal Year 2006-2007 consists of the same level of basic transit service in the Roanoke Valley, including the Hollins Express, the Maroon Express, and the Ferrum Express; it also includes the Smart Way bus service, which will be funded primarily with Federal and State 5311 funds, with local match being provided by the City of Roanoke, the Town of Blacksburg, the Town of Christiansburg, Montgomery County, and Virginia Tech; this proposed budget also includes State Demonstration funds for the possible initiation of commuter service between the Alleghany County and the Roanoke Valley; 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 $7,123,621.00, which is an increase of 11.62% over FY 2006; this increase is a direct result of increase fuel costs; and funding sources are as follows: Source Federal State City of Roanoke Other Local Operational Rev. Amount $2,348,125.00 $1,128,664.00 $1,372,855.00 $ 130,082.00 $2,028,326.00 (+/-)from FY05 +$257,849.00 - $ 92,923.00 +$221,787.00 +$ 7,736.00 +$100,966.00 The Budget Review Committee recommended that the Board of Directors approve the fiscal year 2006-2007 operating budget as submitted by the General Manager. 28 Mr. Cutler moved that the Fiscal Year 200~-2007 Operating Budget as submitted I by the General Manager be approved. The motion was seconded by Mr. Lea and adopted. OTHER BUSINESS: NONE. .There being no further business, the Vice-President declared the special meeting adjourned at 1 :45 p.m. APPROVED: Beverly T. Fitzpatrick, Jr. Vice-President I I I I I 29 GREATER ROANOKE TRANSIT COMPANY January 16,2007 A special meeting of the Board of Directors of the Greater Roanoke Transit Company vilas called to order by President C. Nelson Harris on Tuesday, January 16, 2007, at 2:30 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 Beverly T. Fitzpatrick, Jr., Gwendolyn W. Mason, Brian J. Wishneff, David B. Trinkle and President C. Nelson Harris-------------------------------------5. ABSENT: Directors Alfred T. Dowe, Jr., and Sherman P. Lea ---------------------- 2. 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; Stephanie M. Moon, Assistant Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William Holdren, Assistant General Manager, Valley Metro. MINUTES: Vice-President Fitzpatrick moved that the reading of the minutes of the special meeting held on Monday, June 19, 2006, be dispensed with and that the minutes be approved as recorded. The motion was seconded by Director Trinkle and adopted. - GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated January 16,2007. 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 Report for the month of November 2006. Vice-President Fitzpatrick moved that the Financial and Operating Report be received and filed. The motion was seconded by Director Mason and adopted. 30 FEDERAL TRANSIT ADMINISTRATION OPERATING AND CAPITAL FINANCIAL / ASSISTANCE AND COMMONWEALTH OF VIRGINIA OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR 2007-2008: 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 and capital expenses; and Greater Roanoke Transit Company is eligible for Federal operating funds, which cannot exceed 50% of its proposed operating deficit. I It was further advised that in fiscal year 2007-08, Greater Roanoke Transit Company will apply for the maximum amount allowed in Federal operating and capital financial assistance; during the current fiscal year, the amount of Federal operating assistance GRTC will receive is approximately $2,348,125.00. In addition, Greater Roanoke Transit Company is eligible for approximately $1,244,233.00 in operating assistance from the Virginia Department of Rail and Public Transportation; and the deadline for filing applications for assistance for fiscal year 2007-08 is February 1, 2007. The General Manager recommended that he be authorized to file applications requesting the maximum operating and capital financial assistance I from the Federal Transit Administration and the Commonwealth of Virginia ' Department of Rail and Public Transportation for fiscal year 2007-08; and that he be further authorized to accept and execute the necessary grant agreements in a form to be approved by Legal Counsel. Vice-President Fitzpatrick offered the following resolution: "A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS AND THE ACCEPTANCE AND EXECUTION OF APPROPRIATE AGREEMENTS FOR OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR 2007-2008 WITH THE FEDERAL TRANSIT ADMINISTRATION AND THE COMMONWEALTH OF VIRGINIA DEPARTMENT OF RAIL AND PUBLIC TRANSPORTATION, UPON CERTAIN TERMS AND CONDITIONS. I I I I 31 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 2007-2008 and to further accept and execute the necessary operating grant agreements and capital grant agreements, in a form approved by General CO!Jnsel, all as more particularly set forth in the report of the General Manager to this Board dated January 16, 2007. ATTEST: Date Adopted: January 16, 2007 s/Stephanie M. Moon Stephanie M. Moon Assistant Secretary" Vice-President Fitzpatrick moved the adoption of the resolution. The motion was seconded by Director Mason and adopted by the following vote. AYES: Directors Fitzpatrick, Mason, Trinkle, Wishneff and President Harris-----------------------------------------------------------------------------------------------------------5. NAYS: None-----------------------------------------------------------------------------------------0. (Directors Dowe and Lea were 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 2006-07 Budget Review Committee was composed of the following persons: M. Rupert Cutler, Board Member Beverly T. Fitzpatrick, Jr., Board Member Jesse A. Hall, 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 2007-08 Budget Review Committee to review the proposed budget. 32 Director Trinkle moved that the following persons be appointed to serve as the I Fiscal Year 2006-07 Budget Review Committee: Alfred T. Dowe, Jr., Board Member Beverly T. Fitzpatrick, Jr., Board Member Darlene L. Burcham, Vice-President of Operations Jesse A. Hall, Treasurer The motion was seconded by Director Mason and adopted. 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 18, 2007, at 1 :30 p.m., in the City Council Chamber. Director Mason moved that the Board of Directors concur in the recommendation of the President. The motion was seconded by Vice-President Fitzpatrick and adopted. OTHER BUSINESS: NONE. I There being no further business, the President declared the special meeting adjourned at 2:40 p.m. APPROVED: ATTEST: C. Nelson Harris President . nt. 'rYl~ Stephanie M. Moon Assistant Secretary I I I I 33 GREATER ROANOKE TRANSIT COMPANY I June 18, 2007 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President C. Nelson Harris on M6nday, June 18, 2007, at 1 :35 p.m., in the City Council Chamber, fourth floor, ~oel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of th~ Corporation. PRESENT: Directors Alfred T. Dowe, Jr., (arrived late) Beverly T. Fitzpatrick, Jr., Sherman P. lea, Gwendolyn W. Mason, David B. Trinkle (~rrived late), and President C. Nelson Harris-~-----------------------------------6. ABSENT: Director Brian J. Wishneff---------------------------l. Also present were Darlene l. Burcham, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Cdunsel, Greater Roanoke TralisitCompany; Jesse A. Hall, Treasurer, Greater Rdanoke Transit Company; Stephanie M. Moon, Assistant Secretary, Greater Rdanoke Transit Company; and David A. Morgan, General Manager, Valley Metrb. MINUTES: Director lea moved that the reading of the minutes of the special meeting held on Tuesday, January 16, 2007, be dispensed with and I that the minutes be approved as recorded. The motion was seconded by Director Mason and adopted. GENERAL MANAGER: r . MANAGEMENT LETTER: The General Manager submitted the Management letter dated June 18, 2007. I Without objection by the Board of Directors, the President advis~d that the Management letter would be received and filed. FINANCIAL OPERATING REPORTS: The General Manager submitted the Financial and Operating Report for the month of April 2007. Without objection by the Board, the President advised tbat the Financial and Operating Report would be received and filed. I 34 PASSENGER FARE SCHEDULE: The General Manager submitted a written report recommending approval of the proposed fare structure, and authorization to implement the required changes to take effect July 2, 2007, subject to approval by the Roanoke City Council. (For full text, see report on file in the Secretary's Office.) Vice-President Fitzpatrick offered the following resolution: "A RESOLUTION APPROVING AND ADOPTING A REVISED PASSENGER FARE SCHEDULE FOR THE GREATER ROANOKE TRANSIT COMPANY (GRTC), D/B/A VAllEY METRO; AND AUTHORIZING THE GENERAL MANAGER OF GRTC TO TAKE APPROPRIATE ACTION TO IMPLEMENT SUCH REVISED PASSENGER FARE SCHEDULE TO TAKE EFFECT ON JULY 2, 2007. WHEREAS, GRTC staff has recommended a revised passenger fare schedule, which includes fare increases, in order to offset increased fuel and other costs, as further set forth in a report to the GRTC Board dated June 18, 2007; WHEREAS, GRTC properly advertised such fare changes, held a public hearing on May 16,2007, on such fare changes, and received public comments on such fare changes; and WHEREAS, the GRTC Board of Directors has considered the recommendation of the GRTC staff and the public comments on such fare changes and finds that it is appropriate to approve and adopt such fare changes, to take effect July 2, 2007. THEREFORE, BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: 1. The Board of Directors hereby approves and adopts the following passenger fare schedule: PASSENGER FARE SCHEDULE - EFFECTIVE IUL Y 2. 2007 Tvpe of Fair Basic Fare Discount Fare Students w/student I.D. 18 years and younger Price $ 1.50 .75 FREE I 1/ I I I I 35 Transfers Basic Monthly Unlimited Ride Pass . Discount Monthly Unlimited Ride Pass Basic Weekly Unlimited Ride Pass Discount Weekly Unlimited Ride Pass STAR Fare STAR Monthly Unlimited Ride Pass Smartway Basic Fare Smartway Monthly Unlimited Ride Pass FREE 48.00 24.00. 14.00 7.00 3.00 84.00 3.00 100.00 I i I I I I I 2. The above passenger fare schedule shall be effective July 2, 2007, and shall replace the current passenger fares being charged. I 3~ The General Manager of GRTC is hereby authorized to take appropriate action to implement and administer the passenger fare sdhedule set forth in paragraph No.1 above, subject to any needed approval iby the Council of the City of Roanoke. I ATTEST: I S/Stephanie M. Moon I Stephanie M. Moon, Assistant Secr~tary Date Adopted: June 18,2007 I VICE-PRESIDENT OF OPERATIONS: I I CLOSED SESSION: The Vice-President of Operations submitted a Written communi~ation requesting that the Board of Directors convene in a 'Closed Meeting to discuss acquisition of real property for a public purpose,1 where discussion in an open meeting would adversely affect the bargaining p;osition or negotiating strategy of GRTC, pursuant to Section 2.2-3711 (A)(3), <f:ode of Virginia (1950), as amended. I Director Mason moved that the Boardconcur in the request of t~e Vice- President of Operations to convene Closed Session as abovedescribe'd. The motion was seconded by Director lea and adopted by the following ~ote: I AYES: Directors Dowe, Fitzpatrick, lea, Maso~, and President H~rris~-5. . .. . . .. I . -., i .. I ~~YS: None~-~-~-------~~------------~-------------------~--------~---~-----------~---~------------7--------0. I ! ,. ':" ". "'. . ."., "'" '.. '. .. " :.., .. I (Director Trinkle,was not present when vote was recorded.) (Director Wishneff was ab~ent.) . .'-.. .' " ... . . ;. 36 SECRETARY: ELECTION OF OFFICERS: The Secretary presented a written report advising that Article V, Officers, of the By-laws of the Greater RoanokeTransit 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 the Board 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 qualified. Without objection by the Board, the following names were placed in nomination: C. Nelson Harris as President; Beverly T. Fitzpatrick, Jr., as Vice- President; Darlene l. Burcham as Vice-President of Operations; James Grigsby as Assistant Vice-President of Operations; Stephanie M. Moon as Secretary; Sheila N. Hartman. 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 appointed/reappointed for terms of one year each commencing upon the date of their appointment and until their respective successors are appointed and have qualified. REPORTS OF COMMITTEES: FISCAL YEAR 2007-08 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 provide a report and recommendation to the Board; on January 16, 2007, the Board appointed Treasurer Jesse A. Hall, Vice-President of Operations Darlene l. Burcham, and Board Members Alfred T. Dowe, Jr., and Beverly T. Fitzpatrick, Jr., to serve as members of the Budget Review Committee; and the Committee met on April 3, 2007, to review and discuss the proposed operating budget. It was further advised that the proposed operating budget for fiscal year. 2007-2008 consists of the same level of basic transit service in the Roanoke Valley, including the Hollins Express, the Maroon Express, the Ferrum Express, and the Smart Way bus service, which will be funded primarily with Federal and State 5311 funds, with a local match being provided by the City of Roanoke, the Town of Blacksburg, the Town of Christiansburg, Montgomery County, and Virginia Tech. Additionally, the proposed budget also includes a 20% fare increase, a summary of the comments from the public meeting held I I I I I I At 1 :40 p.m., the President declared the Board meeting in rece~s for a closed session. i At 1 :45 p.m., the Board meeting reconvened, President Harris p~esiding and all members of the Board in attendance, with the exception of Ipirector Wishneff. I I CERTIFICATION OF CLOSED SESSION: With respect to the ClosedjSession just concluded, Vice President Fitzpatrick moved that each Board Memb~r of the Greater Roanoke Transit Company certify to the best of his or her knowledge that: I (1) only public business matters lawfully exempted from open meeting requirements under the Virginia Freedom of Information Act; and (2) o~IY such publi~ business matters were ident.ified in any mo~ion by wh!ch anYi ~Iosed Meetmg was convened were heard, discussed or considered by City Coul'Jcll. The motion was seconded by Director Dowe and adopted by the following vote: I I There being no further business, the President declared the i special meeting adjourned at 1 :50 p.m. I I ~QY1i.~ Stephanie M. M~on Assist~nt Secretary QP~J~ c. Nelson Harris President ATTEST: 38 GREATER ROANOKE TRANSIT COMPANY I January 22, 2008 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President C. Nelson Harris on Tuesday, January 22, 2008, 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 ~everly T. Fitzpatrick, Jr., Sherman P. Lea, Gwendolyn W. Mason, David B. Trinkle and President C. Nelson Harris------------------5. ABSENT: Directors Alfred T. Dowe, Jr., and Brian J. Wishneff ------------------- 2. 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; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; I David A. Morgan, General Manager, Valley Metro; and William Holdren, Assistant General Manager, Valley Metro. MINUTES: Vice-President Fitzpatrick moved that the reading of the minutes of the special meeting held on Monday, June 18, 2007, be dispensed with and that the minutes be approved as recorded. The motion was seconded by Director Trinkle and adopted. GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated January 22,-2008. 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 Report for the month of November 2007. Without objection by the Board of Directors, the President advised that the Financial and Operating Report would be received and filed. I I I I 39 FEDERAL TRANSIT ADMINISTRATION OPERATING AND CAPITAL FINANCIAL ASSISTANCE AND COMMONWEALTH OF VIRGINIA OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR 2008-2009: 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 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 2008-09, Greater Roanoke Transit Company will apply for the maximum amount allowed in Federal operating and capital financial assistance; during the current fiscal year, the amount of Federal operating assistance GRTC will receive is approximately $2,504,130.00. .In addition, Greater Roanoke Transit Company is eligible for approximately $1,212,967.00 in operating assistance from the Virginia Department of Rail and Public Transportation; and the de~dline for filing applications for assistance for Fiscal Year 2008-09 is February 1, 2008. 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 FiscalYear 2008-09; and that he be further authorized to accept and execute the necessary grant agreements in a form to be approved by Legal Counset Vice-President Fitzpatrick offered the following resolution: "A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS AND THE ACCEPTANCE AND EXECUTION OF APPROPRIATE AGREEMENTS FOR OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR 2008-2009 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 2008-2009 and to 40 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 22, 2008. ATTEST: Date Adopted: January 22, 2008 s/Stephanie M. Moon Stephanie M. Moon Secretary" 'Vice-President Fitzpatrick moved the adoption of the resolution. The motion was seconded by Director Trinkle and adopted by the following vote. AYES: Directors Fitzpatrick, Lea, Mason, Trinkle, and President tiarris-----------------------------------------------------------------------------------------------------------!i. NA"S: NonE!-----------------------------------------------------------------------------------------(). (Directors Dowe and Wishneff were absent.) I APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager I 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 2007-08 Budget Review Committee was composed of the following persons: Alfred T. Dowe, Jr., Board Member Beverly T. Fitzpatrick, Jr., Board Member Darlene L. Burcham, Vice-President of Operations Jesse A. Hall, 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 Fiscal Year 2008-09 Budget Review Committee to review the proposed budget. Vice-President Fitzpatrick moved that the above individuals be reappointed to serve as fiscal Year 2008-09 Budget Review Committee. The motion was seconded by Director Trinkle and adopted. I I I I 41 PRESIDENT: ANNUAL MEETING OF GRTC STOCKHOLDERS: The President submitted a communication recommending that the Annual Meeting of the Greater Roanoke Transit Company Stockholders be held on Monday, June 16, 2008, at 1 :45 p.m., in the City Council Chamber. Director Mason moved that the Board of Directors concur in the recommendation of the President. The motion was seconded by Director Trinkle and adopted. OTHER BUSINESS: Vice-President Fitzpatrick advised that he attended a Smart Way meeting hosted in Roanoke and noted that even after an increase in fare for Valley Metro, the use of the Smart Way transportation is up significantly. There being no further business, the President declared the special meeting adjourned at 1 :50 p.m. c~~ C. Nelson Harris President ATTEST: ~an. ~o.v Stephanie M. Moon Secretary 42 GREATER ROANOKE TRANSIT COMPANY April 7, 2008 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President C. Nelson Harris on Tuesday, April 7, 2008, at 1 :45 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, V!rginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Beverly T. Fitzpatrick, Jr., Sherman P. Lea, Gwendolyn W. Mason, David B. Trinkle and President C. Nelson Harris----------------5. ABSENT: Directors Brian J. Wishneff ---------------------------------------------------1. Also present were Council Member Alvin L. Nash; Darlene L. Burcham, Vice- President of Operations, Greater Roanoke Transit Company; Timothy Spencer, Assistant General Counsel, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William Holdren, Assistant General Manager, Valley Metro. MINUTES: Vice-President Fitzpatrick moved that the reading of the minutes of the special meeting held on Monday, January 22, 2008, be dispensed with and that the minutes be approved as recorded. The motion was seconded by Director Lea and unanimously adopted. REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Update dated April 7, 2008. Without objection by the Board of Directors, the President advised that the Management Update would be received and filed. . FINANCIAL OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of February 2008. I I I I I I 43 Without objection by the Board of Directors, the President advised that the Financial and Operating Report would be received and filed. AUTHORIZATION TO EXECUTE A CONTRACT FOR THE PURCHASE OF FOUR TROLLEY-STYLE BUSES FROM NATIONAL BUS SALES & LEASING,INC: The General Manager submitted a written report recommending that the Board of Directors accept the bid and authorize execution of a contract with National Bus Sales & Leasing, Inc., for the purchase of four trolley-style buses in the total amount of $878,912.00. Vice-President Fitzpatrick offered the following resolution: "A RESOLUTION ACCEPTING THE BID OF NATIONAL BUS SALES & LEASING, INC. TO SUPPLY FOUR TROLLEY-STYLE BUSES 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 BUSES AND TO TAKE SUCH FURTHER ACTION AS MAY BE NECESSARY TO IMPLEMENT, ADMINISTER, AND ENFORCE SUCH CONTRACT. BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: 1. The bid of National Bus Sales & Leasing, Inc., in the total amount of $878,912.00, for supplying to GRTC four trolley-style buses as is more particularly set forth in the General Manager's report dated April 7, 2008, to this Board, such bid being in full compliance with GRTC's plans and specifications made therefore and as provided in the contract documents offered said bidder, which bid is on file in GRTC's Offices, be and is hereby ACCEPTED. 2. The General Manager is hereby authorized, on behalf of GRTC, to execute the requisite Contract with the successful bidder, based on its proposal made therefore and GRTC's specifications made therefore, such Contract to be in such form as is approved by the GRTC's General Counsel. 44 3. The General Manager is further authorized to take such actions and execute such documents as may be necessary to implement, administer, and enforce such Contract. ATTEST: Date Adopted: April 7, 2008 s/Stephanie M. Moon Stephanie M. Moon Secretary" Vice-President Fitzpatrick moved the adoption of the resolution. The motion, was seconded by Director Trinkle and adopted by the following vote: AYES: Directors Fitzpatrick,. Lea, Mason, Trinkle, and President Harris-----------------------------------------------------------------------------------------------------------5. NAYS: None-----------------------------------------------------------------------------------------0. (Director Wishneff was absent.) OTHER BUSINESS: APPOINTMENT OF A DIRECTOR: The President advised that a vacancy exists on the Board of Directors due to the resignation of former Director Alfred T. Dowe, Jr., and that the By-Laws require that the Board of Directors consist of seven directors; whereupon, he opened the floor for nominations. Director Trinkle offered a motion to place in nomination the name of Alvin L. Nash to fill the unexpired term of Alfred T. Dowe, Jr., ending June 30, 2008. The motion was seconded by Director Mason and unanimously adopted. There being no further business, the President declared the special meeting adjourned at 1 :50 p.m. I I APPROVED: ~ug~~ ATTEST: 1f!!:::/!2' '1w Secretary President I I I I 45 GREATER ROANOKE TRANSIT COMPANY June 16, 2008 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President C. Nelson Harris on Monday, June 16, 2008, at 1 :50 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 Sherman P. Lea, Alvin L. Nash, David B. Trinkle and Pres ident C. Nelson Harris-------------------------------------------------------------------------4. ABSENT: Directors Beverly T. Fitzpatrick, Jr., Gwendolyn W. Mason, and B ria n J. Wi s h neff -------------------------------------------------------------------------------------------3. Also present were Darlene L. Burcham, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William Holdren, Assistant General Manager, Valley Metro. The Mayor declared the existence of a quorum. MINUTES: Director Lea moved that the reading of the minutes of the special meeting held on Tuesday, April 7, 2008, be dispensed with and that the minutes be approved as recorded. The motion was seconded by Director Trinkle and adopted by the following vote: AYES: Council Members Lea, Nash, Trinkle and President Harris---------------4. NAYS: None----------------------------------------------------------------------------------------0. (Directors Fitzpatrick, Mason and Wishneff were absent.) REPORTS OF OFFICERS: GENERAL MANAGER: 46 MANAGEMENT LETTER: The General Manager submitted the Management Update dated June 16, 2008. Without objection by the Board of Directors, the President advised that the Management Update would be received and filed. FINANCIAL OPERATING REPORT: The General Manager submitted the Financial and Operating Report for the month of May 2008. Without objection by the Board of Directors, the President advised that the Financial and Operating Report would be received and filed. AUTHORIZATION TO EXECUTE AN AGREEMENT FOR AN ACCESS BRIDGE TO GRTC PARKING GARAGE AND ASSOCIATED AIR RIGHTS AT CAMPBELL COURT TRANSPORTATION CENTER: The General Manager submitted a written report recommending that he be authorized to negotiate and enter into a Revocable License or Permit Agreement with The Hancock Building, LLC, allowing the connection of a pedestrian bridge from the Hancock Building to the GRTC Parking Deck, and use of GRTC's air rights. Director Lea offered the following resolution: "A RESOLUTION AUTHORIZING THE GENERAL MANAGER TO NEGOTIATE AND ENTER INTO A REVOCABLE LICENSE OR PERMIT AGREEMENT WITH THE HANCOCK BUILDING, LLC, ALLOWING THE CONNECTION OF A PEDESTRIAN BRIDGE FROM THE HANCOCK BUILDING TO THE GRTC CAMPBELL COURT TRANSPORTATION CENTER PARKING GARAGE AND USE OF GRTC'S AIR RIGHTS; AND AUTHORIZING GRTC'S GENERAL MANAGER TO TAKE SUCH ACTIONS AND EXECUTE SUCH DOCUMENTS AS MAY BE NECESSARY TO IMPLEMENT, ADMINISTER, AND ENFORCE SUCH AGREEMENT(S). BE IT RESOLVED by the Board of Directors of the Greater Roanoke Transit Company as follows: 1. The General Manager is hereby authorized, on behalf of GRTC, to negotiate and enter into a Revocable License or Permit Agreement with The Hancock Building, LLC, upon such terms as the General Manager deems appropriate, allowing the connection of a pedestrian bridge from the Hancock Building to the GRTC's Campbell Court Transportation Center Parking Garage and use of GRTC's air rights, all as more particularly set forth in the General Manager's report dated June 16,2008, to this Board. Such Agreement(s) to be in such form as is approved by the General Counsel. I I I I I I 47 2. The General Manager is hereby authorized to take such actions and execute such documents as may be necessary to implement, administer, and enforce such Agreement(s). ATTEST: Date Adopted: June 16, 2008 s/Stephanie M. Moon Stephanie M. Moon Secretary" Director Lea moved the adoption of the resolution. The motion was seconded by Director Nash. Director Nash requested clarification regarding the access bridge and the future commitment from the City to the tenants parking in the garage; whereupon, . the General Manager stated that the agreement for the connection between the building and parking deck was requested so that people using the building would have access to parking; since the parking is currently at full capacity, tenants will be placed on the waiting list with the general public; but there is no commitment for any parking spaces. There being no additional questions and/or comments, the resolution was adopted by the following vote: AYES: Council Members Lea, Nash, Trinkle and President Harris---------------4. NAYS: None----------------------------------------------------------------------------------------0. (Council Members Fitzpatrick, Mason and Wishneff were 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 the Board 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 qualified. Without objection by the Board, the following names were placed in nomination: David A. Bowers, Mayor-elect as President; Sherman L. Lea, Vice- Mayor-elect, as Vice-President; Darlene L. Burcham as Vice-President of Operations; 48 I James Grigsby as Assistant Vice-President of Operations; Stephanie M. Moon as Secretary; Sheila N. Hartman as Assistant Secretary; Director of Finance as Treasurer; and William M. Hackworth as Registered Agent. There being no further nominations, the above referenced officers were appointed/reappointed for terms of one year each commencing upon the date of their appointment or until their respective successors are appointed and have qualified, by the following vote: AYES: Council Members Lea, Nash, Trinkle and President Harris--------------4. NAYS: None----------------------------------------------------------------------------------------0. (Council Members Fitzpatrick, Mason and Wishneff were absent.) REPORTS OF COMMITTEES: FISCAL YEAR 2008-09 OPERATING BUDGET: The Budget Review Committee submitted a written report advising that the Board of Directors annually appoints a I Budget Review Committee to review the General Manager's proposed operating budget and provide a report and recommendation to the Board. The Budget Review Committee recommended approval of the Greater Roanoke Transit Company's fiscal year 2008-09 operating budget as submitted. Director Lea moved that the Board approve the Fiscal Year 2008-2009 Operating Budget as recommended by the Budget Review Committee. The motion was seconded by Director Trinkle and adopted by the following vote: AYES: Council Members Lea, Nash, Trinkle and President Harris-----------4. NAYS: None--------------------------------------------------------------------------------------0. (Council Members Fitzpatrick, Mason and Wishneff were absent.) OTHER BUSINESS: AWARDS: The General Manager advised that Valley Metro was awarded the Virginia Transit Association's Innovative Program Award for the free fare for students program. I I I I 49 He also advised that with the help and support of the representatives of the Smart Way Committee, a WiFi Program on the Smart Way buses has been initiated and will be up and running within the next two weeks. There being no further business, the President declared the special meeting adjourned at 2:00 p.m. ci~~ C. Nelson Harris President ATTEST: ~mrnON Stephanie M. Moon L Secretary 50 GREATER ROANOKE TRANSIT COMPANY January 22, 2009 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President David A. Bowers on Thursday, January 22,2009, 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 Sherman P. Lea, Gwendolyn W. Mason, Alvin L. Nash, Court G. Rosen, David B. Trinkle (arrived late), and President David A. Bowers-------6. ABS E NT: Director An ita J. P ri ce----------------------------------------------------------1. 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, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and David A. Morgan, General Manager, Valley Metro. MINUTES: Without objection, the minutes of the special meeting held on Monday, June 16, 2008, were received and filed as recorded. GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated January 22, 2009. (See copy of Management Letter on file in the Secretary's Office.) 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 Report for the month of November 2008. (See copy of Financial and Operating Report on file in the Secretary's Office.) Without objection by the Board of Directors, the President advised that the Financial and Operating Report would be received and filed. 1- I I I I I 51 Without objection by the Board of Directors, the President advised that the Financial and Operating Report 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 2009-2010: The General Manager submitted a written report recommending authorization 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 2009-1 0; and to accept and execute the necessary grant agreements, subject to approval as to form by the Counsel. (For full text, see report on file in the Secretary's Office.) Director Mason offered the following resolution: "A RESOLUTION authorizing the filing, of applications and the acceptance and execution of appropriate agreements for operating and capital financial assistance for fiscal year 2009-2010 with the Federal Transit Administration and the , ,', "'c "'.,', Commonwealth of Virginia Department of Rail and Public Transportation, upon certain terms and conditions". Director Mason moved the adoption of the resolution. The motion was seconded by Vice President Lea and adopted by the following vote: AYES: Directors Lea, Mason, Nash, Rosen and President Bowers------------5. NAYS: NO'lle-----------------------------------------------------------------------------------------(). (Director Price was absent.) (Director Trinkle was not present when the vote was recorded.) . LEASES: The General Manager submitted a writtenrep9r1 recommending" authorization to negotiate and execute a termination agreement withG& G Shop, Inc., effective February 1, 2009, subject to approval as to form by Legal Counsel. ' (For full text, see report on file in the Secretary's Office.) 52 Director Mason offered the following resolution: "A RESOLUTION authorizing either the General Manager and/or the Vice President of Operations to negotiate and execute a termination agreement with the G & G Shop, Inc. of a certain lease agreement between GRTC and G & G Shop dated May 1, 2006". Director Mason moved the adoption of the resolution. The motion was seconded y Vice President Lea. Director Rosen asked if there was a reason why Valley Metro could not collect payment given that Mr. Jay Aneja owned the other business next door. Mr. Morgan responded no, given that the businesses were separate entities. Director Rosen , further inquired if the owner personally signed the lease. Mr. Morgan replied no. There being no additional questions and/or comments by the Board Members, the Resolution was adopted by the following vote. AYES: Directors Lea, Mason, Nash, and President Bowers-----------------------4. NAYS: Di rector Rosen ---------------------------------------------------------------------------1. (Director Price was absent.) (Director Trinkle was not present when the vote was recorded.) APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager submitted a written report recommending that the Board of Directors appoint two members of the Board and two officers of the Company to serve as the Fiscal Year 2009-10 Budget Review Committee to review the proposed budget. (For full text; see report in file in the Secretary's Office.) Directors Mason and Rosen volunteered to be the two board representatives, and the City Manager and Director of Finance would serve as the two officers. Director Lea moved that the above individuals be appointed to serve as the Fiscal Year 2009-10 Budget Review Committee. The motion was seconded by' Director Nash and adopted. I I I I 53 PRESIDENT: ANNUAL MEETING OF GRTC STOCKt"lOLDERS: The President submitted a communication recommending that the Annual Meeting of the Greater Roanoke Transit Company Stockholders be held on Monday, June 15, 2009, at 1 :30 p.m., in the City Council Chamber. Director Mason moved that the Board of Directors' concur in the recommendation of the President. The motion was seconded by Director Rosen and adopted. At this point, Director Trinkle entered the meeting (1 :39 p.m.) OTHER BUSINESS: I President Bowers referred to the Management Update letter and commented that Valley Metro has 70 active bus drivers, of which 14 have a million miles of safe driving, four have two million miles, and two have three million miles, one of which is Jimmy Carter. He pointed out that the Starline Trolley Service has continued to grow in ridership, and the extension going into the South Roanoke Community was doing very well. Director Mason commented that she recently rode the Starline trolley and found it to be very convenient and enjoyable, however, she noticed that there were no public serVice announcements located on the trolley. Director Trinkle commented that he too had ridden the trolley and thought that the service will be a great asset for years to come. He was recently contacted regarding passengers missing the stop because no signage was available denoting where to ring the bell in order to exit. He suggested that a sign be posted to remind riders to ring the call bell for exiting purposes. Mr. Morgan advised that decals had been ordered to place in the interior of the trolley designating where to pull the cord for exiting purposes. There being no further business, the President declared the special meeting adjourned at 1 :40 p.m. I tl!EpT: ~ ~rn. Ynb4Y0 Stephanie M. Moon . I Secretary 54 GREATER ROANOKE TRANSIT COMPANY I April 20, 200~ A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President David A. Bowers on Thursday, April 20, 2009, 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 Sherman P. Lea, Gwendolyn W. Mason, Court G. Rosen, David B. Trinkle, and President David A. Bowers------------------------------------------------------5. ABSENT: Director Anita J. Price----------------------------------------------------------------1. 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, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; Leon I. Alder, Interim General Manager, and Carl Palmer, General Manager, Valley Metro. MINUTES: Minutes of the special meeting held on Thursday, January 22, 2009 I was before the Board. Without objection, the reading of the minutes of the special meeting held on Thursday, January 22, 2009, was dispensed with and approved as revised. (See, Minutes on file in the Secretary's Office.) APPOINTMENT OF A DIRECTOR: The President advised that a vacancy exists on the Board of Directors due to the resignation of former Director Alvin L. Nash, and that the By-Laws require that the Board of Directors consist of seven directors; whereupon, he opened the floor for nominations. Director Trinkle moved that M. Rupert Cutler be appointed to fill the unexpired term of Alvin L. Nash ending June 30, ,2009. The motion was seconded by Vice President Lea and adopted as follows: FOR DR. CUTLER: Directors Lea, Mason, Rosen, Trinkle and President Bowers-5. (Director Price was absent.) GENERAL MANAGER: MANAGEMENT LETTER: The Interim General Manager submitted the I Management Letter dated April 20, 2009. (See copy of Management Letter on file in the Secretary's Office.) I I I 55 Mr. Alder commented that Mr. Jimmy Carter, a 34-year employee, would be participating in his ninth driving championship in Seattle, Washington. Director Cutler inquired if Valley Metro had asked the County of Roanoke County or the City of Salem for contributions to support transportation efforts. The City Manager replied no, that Valley Metro had only recently conducted and analysis of the ridership on the Smart Way, and found that there were significant percentage of riders coming from those two jurisdictions, and letters were prepared advising them of the percentage of ridership and asking for a contribution, and they expected to do a follow up in that regard. President Bowers asked if there was any funding or management ability to expand the Starline trolley on a temporary basis to accommodate various up-coming festivals and events on Saturdays. Mr. Alders stated that they had been approached about this, and they were reviewing information to ascertain the hourly cost for special events. The City Manager commented that this extended service would require a fare, with a local match and contributions to cover the additional costs in order to break even. There being no further discussion and/or comments, and without objection by the Board of Directors, the President advised that the Management Letter would be received and filed. FINANCIAL OPERATING REPORTS: The Interim General Manager submitted the Financial and Operating Report for the month of February 2009. (See copy of Financial and Operating Report on file in the Secretary's Office.) Without objection by the Board of Directors, the President advised that the Financial and Operating Report would be received and filed. CAMPBELL COURT TRANSFER CENTER: The Interim General Manager submitted a writtell report recommendillg award of a contract for illterior renovations to GRTc's Valley Metro Campbell Court Transfer Center.' (See report on file in the Secretary's Office.) Director Cutler offered the following resolution: "A RESOLUTION accepting the bid of Thor, Incorporated, for the interior renovations to GRTc's Valley Metro Campbell Court Transfer Center, upon certain terms and conditions and awarding a contract therefore; authorizing the interim General Manager and/or Vice President of Operations of GRTC to execute the requisite contract for such work; rejecting all other bids made to GRTC for such work; and authorizing the Interim General Manager and/or Vice President of Operations to execute such other documents and take such further actions as may be necessary to implement, administer, and enforce such contract." 56 Director Cutler moved the adoption of the resolution. The motion was seconded by Director Mason and adopted by the following vote: AYES: Directors Lea, Mas~n, Rosen, Trinkle, Cutler and President Bowers--------6. I NAYS: None-----------------------------------------------------------------------------------------------0. (Director Price was absent.) BUDGET: The Interim General Manager submitted a written report recommending proposed actions to reduce Operating Budget FY 2010 with the least impact on bus service. (See report on file in the Secretary's Office.) Director Mason moved that the Board concur in the recommendation. The motion was seconded by Vice President Lea and adopted. PROPOSED SERVICE AND FARE CHANGES: The Interim General Manager submitted a written report with regard to changes to proposed service and fares. (See report on file in the Secretary's Office.) Director Mason moved that the Board concur in the recommendation. The motion I was seconded by Director Trinkle and adopted. BUS STOP SHELTERS: The Interim General Manager submitted a written report with regard to selection of 15 bus stop locations for shelter installations. (See report 011 file ill the Secretary's Office.) Director Cutler moved that the Board concur in the recommendation. The motion was seconded by Vice President Lea, and adopted. BOARD MEETINGS: The Interim General Manager submitted a written report recommending consideration of Board meetings being held at least every two months on the third Monday at 1 :00 p.m. (See report on file in the Secretary's Office~) Director Mason moved that the Board concur in the recommendation. The motion was seconded by Director Trinkle and adopted. OTHER BUSINESS: NONE. I I I I 57 There being no further business, the President declared the special meeting adjourned at 1 :52 p.m. APPROVED: , ATTEST: 0Q~ ~h1.~ Stephanie M. Moon Secretary David A. Bowers President 58 GREATER ROANOKE TRANSIT COMPANY I June 15, 2009 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 15, 2009, at 1 :37 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 M. Rupert Cutler, Sherman P. Lea, Gwendolyn W. Mason, Court G. Rosen, David B. Trinkle and President David A. Bowers-6. ABSENT: Director Anita J. Price-1. Also present were Darlene L. Burcham, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; StephanieM. Moon, Secretary, Greater Roanoke Transit I Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. Inasmuch as there is vacancy on the Board of Directors, Greater of Roanoke Transit Company created by the resignation of Alvin L. Nash, President Bowers announced the appointment of M. Rupert Cutler to fill the unexpired term of Alvin L. Nash through June 30, 2010. MINUTES: Without objection by the Board, the reading of the minutes of the special meeting held on Monday, April 20, 2009, was dispensed with and approved as recorded. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Update dated June 15, 2009. I (See copy of Management Update on file in the Secretary's Office.) 58 I I I 59 Without objection by the Board of Directors, the Management Update was received and filed. FINANCIAL OPERATING REPORTS: The General Manager submitted the Financial and Operating Reports for the months of April and May 2009. (See copies of Financial Operating Reports on file in the Secretary's Office.) Without objection by the Board of Directors, the Financial and Operating Reports were be received and filed. SMART WAY BUS REPLACEMENT PURCHASE AUTHORIZATION: The General Manager submitted a written report recommending authorization to execute the necessary documents to purchase four MCI commuter coaches from the Commonwealth of Virginia's purchase contract with MCI. (For full text, see report on file in the Secretary's Office.) Director Mason offered the following resolution: "A Resolution authorizing GRTC's General Manager and/or Vice President of Operations to take such actions and execute such documents, in a form approved by General Counsel, needed to purchase four Motor Coach Industries, Inc. (MCI) commuter coaches from Commonwealth of Virginia's purchase contract with MCI, Solicitation #88, Folder #20340, in a total amount not to exceed $1,960,000.00, provided that the FT A and DRPT approve GRTC's grant requests, that GRTC has the required local match funds in its approved budgets, and that all FT A Procurement regulations and best practices are satisfied for such purchases." (For full text, see resolution on file in the Secretary's Office.) Director Mason moved the adoption of the resolution. The motion was seconded by Director Rosen and adopted by the following vote: AYES: Directors Cutler, Lea, Mason, Rosen, Trinkle and President Bowers-5. NAYS: None-O. (Director Price was absent.) 59 60 PROPOSED STAR SERVICE FARE CHANGE: The General Manager submitted a written report recommending approval and adoption of an increase in the monthly pass price for the STAR program. (For full text, see report on file in the Secretary's Office.) Vice President Lea offered the following resolution: "A Resolution approving and adopting an increased monthly pass price for the Greater Roanoke Transit Company (GRTC), dba Valley Metro, service for people with disabilities under the Specialized Transit Arranged Ride (STAR) Program, to take effect on July 6, 2009, and authorizing the GRTC General Manager and/or Vice President of Operations to take appropriate action to implement, administer, and enforce such monthly pas price change." (For full text, see resolution on file in the Secretary's Office.) Vice President Lea moved the adoption of the Resolution. The motion was seconded by Director Trinkle. Following concerns were expressed by Director Mason and President Bowers regarding the monthly pass price increase for People with Disabilities, the Resolution was adopted by the following vote: AYES: Directors Cutler, Lea, Rosen and Trinkle-4. NAYS: Director Mason and President Bowers-2. (Director Price was absent.) PROPOSED FIXED ROUTE SERVICE FREQUENCY CHANGES: The General Manager submitted a written report recommending approval of a reduction hi the peak hour frequency of certain routes from 30 minutes to 60 minutes, effective July 6, 2009. (For full text, see report on file in the Secretary's Office.) 60 I I I I I I 61 Director Cutler offered the following resolution: "A Resolution approving and adopting a fixed route service frequency change for routes 41/42 and 61/62, reducing the peak hour frequency of service from 30 minutes to 60 minutes, effective July 6, 2009; and authorizing the GRTC General Manager and/or Vice President of Operations to take appropriate action to implement, administer, and enforce such fixed route service frequency change. (For full text, see resolution on file in the Secretary's Office.) Director Cutler moved the adoption of the resolution. The motion was seconded by Director Mason. Following comments made by Director Cutler regarding alternative routes, the resolution was adopted by the following vote: AYES: Directors Cutler, Lea, Mason, Rosen, Trinkle and President Bowers-5. NAYS: None-O. (Director Price 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 the Bo~rd 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 qualified. (See report on file in the Secretary's Office.) Without objection by the Board, the following titles were placed in nomination Mayor as President; Vice-Mayor-as Vice-President; City Manager Vice-President of Operations; Assistant City Manager for Operations as Vice-President of Operations; City Clerk as Secretary; Deputy City Clerk as Assistant Secretary; Director of Finance as Treasurer; and City Attorney as Registered Agent. The President noted that inasmuch as the Deputy City Clerk's position would be vacant, effective July 1, 2009, an Assistant Secretary would be announced upon the filling of the Deputy City Clerk position. 61 62 There being no further nominations, Director Cutler placed in the nomination the above referenced positions, except for the Assistant Secretary, for reappointment for terms of one year each ending June 30, 2010: FOR ALL NOMINEES: Directors Cutler, Lea, Mason, Rosen, Trinkle and President Bowers-5. (Director Price was absent.) REPORTS OF COMMITTEES: FISCAL YEAR 2009-10 OPERATING BUDGET: The Budget Review Committee submitted a written report recommending approval of the Fiscal Year 2009-2010 Operating Budget. (For full text, see report on file in the Secretary's Office.) Director Mason moved that the Board concur in the recommendation of the Budget Review Committee. The motion was seconded by Director Cutler and adopted. OTHER BUSINESS: NONE. There being no further business, the President declared the special meeting adjourned at 1 :56 p.m. APPROVED: ATTEST: Si)'-CG1~ ~ In. (ft)y0 Stephanie M. MO~ Secretary David A. Bowers President 62 I I I I I I 63 GREATER ROANOKE TRANSIT COMPANY July 6; 2009 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, July 6, 2009, 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 M. Rupert Cutler, Sherman P. Lea, Gwendolyn W. Mason, Anita J. Price, Court G. Rosen, David B. Trinkle and President David A. Bowers-7. ABSENT: None. 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, Treasurer; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the reading of the minutes of the special meeting held on Monday, June 15, 2009, was dispensed with and approved as recorded. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: "PASS THROUGH" GRANT FUNDS: The General Manager submitted a written report recommending authorization regarding "Pass Through" grant funds for three Roanoke nonprofit entities. (See report on file in the Secretary's Office.) 64 I Director Cutler offered the following resolution: "A RESOLUTION authorizing the Greater Roanoke Transit Company (GRTC) to continue to act as the designated recipient for certain Federal and State Pass Through Grant funds; authorizing GRTC's General Manager and/or Vice President of Operations to continue to implement, administer and enforce such grant funds and related agreements; and authorizing GRTC's General Manager and/or Vice President of Operations to apply for, accept, and execute appropriate agreements for such Federal and State Grant funds for eligible nonprofit entities, and to take such action as necessary to implement, administer, and enforce them. (For full text, see copy of resolution on file in the Secretary's Office.) Director Cutler moved the adoption of the resolution. The motion was seconded by Director Mason and adopted by the following vote: AYES: Director Cutler, Lea, Mason, Price, Rosen, Trinkle and President Bowers-7. NAYS: None-O. I OTHER BUSINESS: VALLEY METRO TRANSIT DEVELOPMENT PLAN: Director Cutler called attention to the Valley Metro Transit Development Plan 2010-2015, and stated that he was of the opinion that it is an unfair and disproportionate financial burden on the citizens of the City of Roanoke and users of Valley Metro services; and for the City of Roanoke to shoulder increases in cost without the State assuming its fair share of that burden would have an adverse affect on the quality of Valley Metro's service and restrict any expansion of services in the foreseeable future. He suggested that notification be forwarded to the General Assembly advising of the City's position regarding the issue. (See copy of the Valley Metro Transit Development Plan 2010-2015 on file in the Secretary's Office.) Director Trinkle remarked that a presentation regarding the draft Transportation Development Plan was made at the June 25 Roanoke Valley Area Metropolitan Planning Organization Policy Board meeting, and requested that a I similar presentation be made at the next scheduled meeting of the GRTC Board of Directors. I I I 65 It was further suggested that the President send a letter to the Virginia Department of Rail and Public Transportation expressing the Board's concern that the policy assumption would be unfair and would result in a disproportionate financial burden on the citizens of the City of Roanoke. In addition, the matter was referred to the Legislative Committee. There being no further business, the President declared the special meeting adjourned at 1 :54 p.m. APPROVED: ATTEST: ~<J(J(~ ~m.r;~ Stephanie M. Moon Secretary David A. Bowers President 66 I GREATER ROANOKE TRANSIT COMPANY August 17, 2009 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President David A. BowE)rs on Monday, August 17, 2009, 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 M. Rupert Cutler, Sherman P. Lea, Gwendolyn W. Mason, Anita J. Price, Court G. Rosen, David B. Trinkle (arrived late) and President David A. Bowers-7. ABSENT: None. Also present were Darlene L. Burcham, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater I Roanoke Transit Company; Ann H. Shawver, Treasurer; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. At this point, Director Trinkle arrived at the meeting (1 :33 p.m.) MINUTES: Without objection by the Board, the reading of the minutes of the special meeting held on Monday, July 6, 2009, was dispensed with and approved as recorded. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: I I I I 67 MANAGEMENT UPDATE: The General Manager submitted a management update highlighting the following items: Service to Crossroads Center; Campbell Court Tenant Leases; American Recovery and Reinvestment Act (ARRA) "Stimulus" Projects; Transportation Development Plan; and Smart Way Commuter Service Fare Increase. (For full text, see Management Update on file in the Secretary's Office.) Without objection by the Board, the President advised that the Management Update would be received and filed. FINANCIAL REPORTS: The General Manager submitted financial reports for the months of June and July 2009. (For full text, see Financial Reports on file in the Secretary's Office.) In response to inquiry concerning the increase in cost of insurance, the General Manager explained that the increase in the insurance was primarily due to recording accrued expenses related to the purchase of furniture in fiscal year 2008, in the amount of $206,125.00; and the recorded expenses were for the Federal Transit Administration, in the amount of $178,509.00, and the Department of Rail and Public Transit in the amount of $26,616.00. There being no additional comments by the Board, the President 'advised that the financial reports would be received and filed. FREQUENCY OF GRTC BOARD MEETINGS: The General Manager submitted a written report recommending adoption of a meeting schedule for the remainder of the current 2009-2010 fiscal year to correspond with City Council meetings, with a 1 :30 p.m. starting time. (For full text, see report on file in the Secretary's Office.) Director Mason offered the following resolution: "A RESOLUTION establishing a specific meeting schedule for the Board of Directors of the Greater Roanoke Transit Company (GRTC)." 68 I Director Mason moved the adoption of the resolution. The motion was seconded by Director Trinkle and adopted by the following vote: AYES: Directors Cutler, Lea, Mason, Price, Rosen, Trinkle and President Bowers-7. NAYS: None-O. . .. CHANGE IN LOCAL MATCH FOR PURCHASE OF FOUR SMART WAY MCI COACHES: The General Manager submitted a written report recommending concurrence for additional funding for the purchase of four MCI coaches, as previously approved at the June 15, 2009 Board meeting. (For full text, see report on file in the Secretary's Office.) ., Director Trinkle moved that the Board concur in the recommendation. The motion was seconded by Director Mason and unanimously adopted. COLLEGE EXPRESS SERVICE FOR HOLLINS UNIVERSITY, ROANOKE I COLLEGE AND FERRUM COLLEGE: The General Manager submitted a written report regarding express service to Hollins University, Roanoke College and Ferrum College. (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. TRANSPORTATION DEVELOPMENT PLAN: Tim Crobons, consultant with Connectics Transportation Group, highlighted information regarding the Valley Metro Transit Development Plan 2010-2015. (See Transit Development Plan on file in the Secretary's Office.) Following up on previous discussions of the Plan, Mr. Crobons explained that the Department of Rail and Public Transportation (DRPT) had reconsidered its assumptions, noting that the Plan had been modified to reflect incremental increases in the DRPT's annual financial participation from 1.77 percent in Fiscal Year 2011 above Fiscal Year 2010 to 3.16 percent above Fiscal Year 2014. I I I I 69 The Board also discussed the possibility of seeking representation by Roanoke County to serve on Board of Directors if transportation service was expanded into the County. There being no further business, the President declared the special meeting adjourned at 1 :58 p.m. APPROVED: ATTEST: ~m.~ Stephanie M. Moon Secretary ~-QG1--- David A. Bowers President 70 GREATER ROANOKE TRANSIT COMPANY October 22, 2009 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, October 22, 2009, 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 Sherman P. Lea, Gwendolyn W. Mason, Anita J. Price, . Court G. Rosen, David B. Trinkle and President David A. Bowers-5. ABSENT: Director M. Rupert Cutler-1. I Also present were Darlene L. Burcham, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater I Roanoke Transit Company; John Bingham, Assistant Treasurer; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the reading of the minutes of the special meeting held on Monday, August 17, 2009, was dispensed with and approved as recorded. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted a management update for October 22, 2009, highlighting the following items: Campbell Court Renovations, Facility Expansion Project, Media Event for New Smart Way Commuter Coaches, First Transit Audit, and Ridership. (For full text, see Management Update on file in the Secretary's Office.) I I I I 71 Without objection by_ the Board, the Management Update was received and filed. GRTC SMART WAY COMMUTER SERVICE FARE INCREASE: The General Manager submitted a written report recommending authorization to implement, administer and enforce Sniart Way Commuter Service Fare increases. (For full text, see report on file in the Secretary's Office.) Director Mason offered the following Resolution: "A RESOLUTION approving and adopting an increased daily one way fare and a monthly pass fare for the Greater Roanoke Transit Company (GRTC), d/b/a Valley Metro, Smart Way Commuter Service, to take effect when the new Smart Way MCI Coaches are placed in service; and authorizing the GRTC General Manager and/or Vice-President of Operations to take appropriate action to implement, administer and enforce such daily one way fare and monthly pass fare increases." (For full text, see resolution on file in the Secretary's Office.) Director Mason moved the adoption of the resolution. The motion was seconded by Vice-President Lea. Discussion was held regarding the total projected amount from the increase in the daily one way fare and monthly pass fare. Following discussion of the matter, the resolution was adopted by the following vote: AYES: Directors Lea, Mason, Price, Rosen, Trinkle and President Bowers-5. NAYS: None-O. (Director Cutler was absent.) FINANCIAL REPORTS: The General Manager submitted the financial reports for the months of August and September 2009. (For full text, see Financial Reports on file in the Secretary's Office.) 72 I Inasmuch as the financial reports were distributed during the Board meeting and no member of the Board having time to review the reports, the President asked that action regarding the matter be deferred until Tuesday, January 19, 2010 at 1 :00 p.m., the next regular scheduled meeting. Director Trinkle moved that action on the matter be deferred until January 19, 2010. The motion was seconded by Director Mason and adopted. SECRETARY: APPOINTMENT OF ASSISTANT SECRETARY: The Secretary submitted a written report. requesting that Jonathan E. Craft, Deputy City Clerk of the City of Roanoke, be appointed to fill the vacant position as Assistant Secretary to the Board of Directors of the Greater Roanoke Transit Company. (For full text, see report on file in the Secretary's Office.) Director Trinkle moved that the Board concur in the request of the Secretary. I The motion was seconded by Director Mason and adopted. OTHER BUSINESS: AMTRAK SERVICE: President Bowers requested additional information regarding bus transportation to Lynchburg, Virginia, in order to connect with AMTRAK services to Washington D. C. Director Trinkle mentioned that the Roanoke Alleghany-Regional Commission was applying for a grant for transportation and rail service. The General Manager replied that the mater was being studied by Valley Metro and the City Administration for report to the Board. With regard to transit issues shared by Virginia Western Community College students, the General Manager was scheduled to meet with Dr. Robert Sandel, President of Virginia Western Community College, to discuss the. issues and plan to submit a report to the Board. I I I I 73 There being no further business, the President declared the regular meeting adjourned at 1 :44 p.m.. APPROVED: ATTEST: ~m,~~ Stephanie M. Moon. Secretary ~~ David A. Bowers President 74 I GREATER ROANOKE TRANSIT COMPANY November 16, 2009 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, November 16, 2009, 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 M. Rupert Cutler, Sherman P. Lea, Gwendolyn W. Mason, Court G. Rosen, David B. Trinkle and President David A. Bowers-6. ABSENT: Director Anita J. Price-1. Also present were Darlene L. Burcham, Vice-President of Operations, Greater .Roanoke Transit Company; William M. Hackworth, General Counsel, Greater I Roanoke Transit Company; Ann H. Shawver, Treasurer; and Stephanie M. Moon, Secretary, Greater Roanoke Transit Company. President Bowers referred to the following communication calling a special meeting of the Board of Directors: "November 12, 2009 Sherman P. Lea, Vice-President . M. Rupert Cutler Gwendolyn W. Mason Anita J. Price Court G. Rosen David B. Trinkle Dear Vice-President Lea and Members of the Board: Pursuant to Article III, Section 4, of the By-laws of the Greater Roanoke Transit Company, I am calling a special meeting of the Greater Roanoke Transit Company Board of Directors on Monday, November 16,2009, at 1 :30 p.m., in the Council's Conference Room, Room 451, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, I I I I 75 Virginia. The purpose of the meeting will be to convene in a Closed Meeting to discuss a contract matter, pursuant to Section 2.2-3711 (A)(29), Code of Virginia (1950), as amended. Sincerely, S/David A. Bowers David A. Bowers President DAB/smm pc: Darlene L. Burcham, Vice President of Operations, GRTC William M. Hackworth, General Counsel, GRTC Ann H. Shawver, Treasurer, GRTC Stephanie M. Moon, Secretary, GRTC Gary E. Tegenkamp, Assistant General Counsel, GRTC Carl L Palmer, General Manager, Valley Metro, P. O. Box 13247, Roanoke, Virginia 24032" (See communication on file in the Secretary's Office.) Director Mason moved that the Board convene in Closed Meeting to discuss a contract matter, pursuant to Section 2.2-3711 (A)(29), Code of Virginia (1950), as amended. The motion was seconded by Director Trinkle and adopted by the following vote: AYES: Directors Cutler, Lea, Mason, Rosen, Trinkle and President Bowers-6. NAYS: None-O. (Director Price was absent.) At 1 :31 p.m., the President declared the meeting in recess. At 1 :55 p.m., the meeting reconvened in the Council Chamber, with President Bowers presiding, all members of the Board in attendance, with the exception of Director Price. r' \ 76 I BUSES: With respect to the Closed Meeting just concluded, Director Mason moved that each member of the Greater Roanoke Transit 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 Closed Meeting was convened were heard, discussed or considered by the members of the Board in attendance. The motion was seconded by Vice-President Lea and adopted by the following vote: AYES: Directors Cutler, Lea, Mason, Rosen, Trinkle and President Bowers-6. NAYS: None-O. (Director Price was absent.) There being no further business, the President declared the special meeting adjourned at 1 :56 p.m. David A. Bowers President ATTEST: I ~Yh. Stephanie M. Moon we Secretary APPROVED: ~-Q~ I I I I 77 GREATER ROANOKE TRANSIT COMPANY January 19, 2010 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President David A. Bowers on Tuesday, January 19, 2010, 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~. Rupert Cutler, Sherman P. Lea, Gwendolyn W. Mason (arrived late), Anita J. Price, CourtG. Rosen, David B. Trinkle and President David A. Bowers-7. ABSENT: None-O. 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, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. , The President declared the existence of a quorum. At this point, Director Mason arrived at the meeting '(1 :02 p.m.) MINUTES: Without objection by the Board, the reading of the minutes of the special meeting held on Thursday, October 22, 2009, was dispensed with and approved as recorded. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: VICE-PRESIDENT OF OPERATIONS: AWARD OF CONTRACT FOR TRANSIT MANAGEMENT AND OPERATION SERVICES FOR THE GREATER ROANOKE TRANSIT COMPANY D/B/A VALLEY METRO: The Vice-President of Operations submitted a written report recommending acceptance and execution of a contract with First Transit, Inc., to provide transit man,agement and operation services for GRTC, subject to approval as to form by the General Counsel. (For full text, see report on file in the Secretary's Office.) 78 Director Trinkle offered the following resolution: "A resolution accepting the proposal of First Transit, Inc., for providing transit management and operation services for the Greater Roanoke Transit Company d/b/a Valley Metro; awarding a contract for such services; authorizing the Vice-President of Operations of GRTC to execute such contract; and authorizing the Vice-President of Operations to take such further actions and execute such further documents, including any renewals authorized by the contract, as may be necessary to implement, administer and enforce such contract." (For full text, see resolution on file in the Secretary's Office.) , Director Trinkle moved the adoption of the resolution. The motion was seconded by Director Mason and adopted by the following vote: AYES: Directors Cutler, Lea, Mason, Price, Rosen, Trinkle and President Bowers-7. I NAYS: None-O. GRTC BOARD STRUCTURE: The Vice-President of Operations submitted a I written communication in response to a Council member's interest in discussing a possible future modification of the Board's composition, and recommending a seven member structure comprised of: two City Council members, two City staff members (one from the City Manager's Office, and one from the Department of Finance), one regional partner representative (Vinton), one representative of the disabled community and one citizen at large. (For full text, se'e communication on file in the Secretary's Office.) Director Cutler spoke in support of a regional partner representative, a representative from the disabled community, and one citizen at large as part of the Board structure, adding that the representation might give the program more attention than just having the seven members of Council as the Board of Directors, as well as extension of service to Roanoke County. Director Trinkle expressed his support of the general concept, believing it could foster better regional participation. Director Mason remarked that the Board belongs to the community and good idea to explore a better model with citizen participation. She added that the Vice- I President of Operation should be allowed to move forward. I I I 79 Director Price suggested that there be a school liaison in order to continue the great relationship between Valley Metro and Roanoke City schools. The Vice-President of Operations expressed support for a citizen at large resident being from the County; and informal discussion should be held between the Mayor and Chairman of the Roanoke County Board of Supervisors. She called attention to an expansion of various routes located in the County, which would have to be funded through the General Fund. Director Trinkle requested cost projections and number of riders be evaluated, adding that Hollins University might be willing to underwrite some of the cost inasmuch as a vast number of students at the University use the bus service. In closing, President Bowers stated that he did not want the representatives from the City of Roanoke to become the minority, but he wanted the structure to continue to consist of the Council as the Board of Directors and the City Manager as the Chief Operating Officer. Without objection by the Board, the matter was referred to the Vice-President for further study and report back to the Board. GENERAL MANAGER: FEDERAL TRANSIT ADMINISTRATION OPERATING AND CAPITAL FINANCIAL ASSISTANCE AND COMMONWEALTH OF VIRGINIA OPERATING AND CAPITAL fiNANCIAL ASSISTANCE FOR FISCAL YEAR 2010-2011: The General Manager submitted a written report recommending authorization to file for Federal Transit Administration Operating and Capital financial Assistance and Commonwealth of Virginia Operating and Capital Financial Assistance for Fiscal Year 2010-2011. (For full text, see report on file in the Secretary's Office.) Director Mason offered the following resolution: "A resolution authorizing the filing of applications and the acceptance and execution of appropriate agreements for operating and capital financial assistance for fiscal year 2010-2011 with the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation, upon certain terms and conditions." (For full text, see resolution on file in the Secretary's Office.) 80 I Director Mason moved the adoption of the resolution. The motion was seconded by Director Price and adopted by the following vote: AYES: Directors Cutler, Lea, Mason, Price, Rosen, Trinkle and President Bowers-7. NAYS: None-O. MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated January 19, 2010 regarding the following: Roanoke/Lynchburg Amtrak Connection, FT A Charter Regulation Update, Virginia Western Community College Request, RADAR Contract Extension, Financial Reports, and General Update. (See copy of Management Letter on file in the Secretary's Office.) At this point, President Bowers left the meeting (1 :30 p.m.) Without objection by the Board of Directors, Vice-President Lea advised that the Management Letter would be received and filed. FISCAL YEAR 2010-2011 BUDGET REVIEW COMMITTEE: The General I Manager submitted a written report recommending that the Board of Directors appoint two members of the Board and two officers of the Company to serve as the Fiscal Year 2010-11 Budget Review Committee to review the proposed budget. (For full text; see report in file in the Secretary's Office.) Director Cutler moved that Board Members Gwendolyn W. Mason and Court G. Rosen; Vice-President of Operations; and Treasurer be reappointed as members of the Budget Review Committee. The motion was seconded by Director Price and adopted. Ms. Burcham noted that the position of Vice-President of Operation should be entered into the record, not the name of the individual. PRESIDENT: ANNUAL MEETING OF GRTC STOCKHOLDERS: The President submitted a communication recommending that the Annual Meeting of the Greater Roanoke Transit Company Stockholders be held on Monday, June 21,2010, at 1 :30 p.m., in the City Council Chamber. I I I I 81 Director Cutler moved that the Board of Directors concur in the recommendation of the President. The motion was seconded by Director Rosen and adopted. There being no further business, the President declared the regular meeting adjourned at 1 :45 p.m. APPROVED: ATTEST: '5)-Qe&...,- - David A. Bowers President ' ~ Tn. 'rrp--' Stephanie M. Moon Secretary 82 GREATER ROANOKE TRANSIT COMPANY March 15, 2010 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 15, 2010, 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 M. Rupert Cutler, Sherman P. Lea (arrived late), Gwendolyn W. Mason, Court G. Rosen, David B. Trinkle and President David A. Bowers-5. ABSENT: Director Anita J. Price. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Director Mason moved that the minutes of the regular meeting of the Board of Directors held on Tuesday, January 19, 2010, be dispensed with and approved as submitted. The motion was seconded by Director Rosen and adopted (See copy of minutes on file in the Secretary's Office.) At this point, Vice-President Lea arrived at the meeting (1 :37 p.m.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update for March 15, 2010 regarding the following: Roanoke to Lynchburg Amtrak Bus Connection; Request for Proposals (RFP) for Insurance Brokers; Contract Monitoring Program; Board Re-structure; STAR Service Replacement Vehicles; GRTC Fuel Purchase Management Program; Marketing Campaign; Audit Report on Procurement of Furniture; and Ridership. (For full text, see copy of Management Update on file in the Secretary's Office.) I .1 I I I I 83 Discussion was held with regard to the Roanoke to Lynchburg Amtrak Bus Connection; and the Board restructure. The General Manager advised that a briefing on the restructure of the Board will be presented to the City Council at its informal session on Monday, April 5; and thereafter, a special meeting of the Greater Roanoke Transit Company Stockholders would be held on Monday, April 19 to receive direction from the City Council regarding a preferred structure of the GRTC Board of Directors. Without objection by the Board of Directors, the President advised that the Management Update would be received and filed. FINANCIAL REPORTS: The General Manager submitted the GRTC Financials for the month of January 2010. (See copy of financials on file in the Secretary's Office.) Without objection by the Board of Directors, the President advised that the GRTC Financials would be received and filed. MONTHLY FINANCIAL REPORTS SCHEDULE: The General Manager submitted a written report recommending approval of a scheduled weekly mailing of the Monthly Financial Reports in order to alleviate deluging the Board with multiple reports and to assure timely delivery; and further recommending that the Board's weekly mailing and meeting mailing schedules be used for subsequent monthly Financial Reports to assure maintaining no more than one month in the arrears upon receipt and no more than one report per mailing. (For full text, see copy of report on file in the Secretary's Office.) Without objection, the Board concurred in the recommendation of the General Manager. GRTC SERVICE TO HOLLINS UNIVERSITY: The General Manager submitted a written report recommending creation of a dedicated route with a running time schedule that would be synchronized to connect Hollins University students to GRTC routes 21/22 and 25/26 at the Crossroads Mall with continued service to GRTC's Campbell Transfer Station, via Williamson Road, and Hollins and Plantation Roads, respectively, facilitation transfers to multiple routes; and in order to implement, Hollins University would contract with GRTC for a 16-hour service day, a dedicated bus, two full-time bus operators, and one part-time operator for an annual cost of $349,400.00 (4,992 hours times $70.00 per hour). . 84 I The General Manager also advised that Hollins University could realize the same service destination benefits as abovedescribed by contracting with the private paratransit service operator Unified Human Services Transportation Systems, Inc., d/b/a RADAR, for transfer connecting service to GRTC's Crossroads Mall terminus from the University, which would cost $209,660.00 annually (4,992 times $42.00 per hour), approximately 40 percent less than what it cost for GRTC to provide the same service; and RADAR has conveyed their interest in providing such a service. There was in-depth dialogue regarding the service to Hollins University and the Board requested the General Manager forward a letter to the University expressing an interest in providing the service and report response to the Board. PURCHASE SIX REPLACEMENT VEHICLES FOR GRTC STAR COMPLEMENTARY PARATRANSIT SERVICE FOR PEOPLE WITH DISABILITIES: The General Manager submitted a written report advising that the GRTC staff will proceed with the process to purchase six new paratransit replacement vehicles for GRTC's complementary paratransit service for people with disabilities, STAR, using a cooperative procurement or "piggy back" process under the contract between the Commonwealth of Virginia's Department of General Services and Sonny Merryman, Inc., for an approximate total cost of $287,008.00,but at a final cost not to exceed I $300,000.00. (For full text, see copy of report on file in the Secretary's Office.) Without objection by the Board, the information report was received and filed. AUTHORIZATION FOR UNIFIED HUMAN SERVICES TRANSPORTATION SYSTEM, INC., D/B/A RADAR CONTRACT EXTENSION NO.2: The General Manager submitted a written report recommending execution of Extension No.2 to the RADAR contract between GRTC and RADAR for the period April 1, 2010 through June 30, 2011, upon certain terms and conditions. (For full text, see report on file in the Secretary's Office.) Director Mason offered the following Resolution: I I I I 85 "A Resolution authorizing GRTC's General Manager and/or Vice President of Operations to take such actions and execute such documents, in a form approved by General Counsel, needed to complete and execute an Extension No.2 to the contract between Unified Human Services Transportation Systems, Inc., d/b/a RADAR and the Greater Roanoke Transit Company, upon certain terms and conditions; and authorizing GRTC's General Manager and/or Vice President of Operations to take such further actions and execute such further documents as may be necessary to provide for the implementation, administration and enforcement of such Extension No. 2and of the original contract." (For full text, see copy of resolution on file in the Secretary's Office.) Director Mason moved the adoption of the Resolution. The motion was seconded by Director Rosen and adopted by the following vote: AYES: Directors Cutler, Lea, Mason, Rosen, Trinkle and President Bowers-6. NAYS: None-O. (Director Price was absent.) OTHER BUSINESS: NONE. There being no further business, the President declared the regular meeting adjourned at 1 :51 p.m. APPROVED: ~~ ~-~ David A. Bowers President ATTEST: ~ 001. hJo~ Stephanie M. Moon Secretary 86 June 21,2010 I GREATER ROANOKE TRANSIT COMPANY ~ 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 21, 2010 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 M. Rupert Cutler, Sherman P. Lea, Gwendolyn W. Mason, Court G. Rosen, David B. Trinkle (arrived late) and President David A. Bowers-6. ABSENT: Director Anita J. Price-1. OFFICERS PRESENT: Christopher P. Morrill, Vice-President of Operations, GRTC; William M. Hackworth, General Counsel, GRTC; Ann H. Shawver, Treasurer, GRTC; and Jonathan E. Craft, Assistant Secretary, GRTC. OTHERS PRESENT: Carl L. Palmer, General Manager, Valley Metro; I The President declared the existence of a quorum. MINUTES: Director Mason moved that the minutes of the regular meeting of the Board of Directors held on Monday, December 21, 2009, be dispensed with and approved as submitted. The motion was seconded by Director Cutler and adopted. (See copy of minutes on file in the Secretary's Office) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update for June 21, 2010 regarding the following: Roanoke to Lynchburg Amtrak Bus Connection. (For full text, see copy of Management Update on file in the Secretary's Office.) I 87 I At this point, Director Trinkle entered the meeting (1 :03 p.m.) Discussion was held with regard to the Roanoke to Lynchburg Amtrak Bus connection. Without objection by the Board of Directors, the President advised that the Management Update would be rec.eived and filed. FINANCIAL REPORTS: The General Manager submitted the GRTC Financial and Operating report for the month of May 2010. (See copy of financials on file in the Secretary's Office.) Without objection by the Board of Directors, the President advised that the GRTC Financials would be received and filed. DAILY ONE-WAY PROPOSED REVISED STUDENT FARE: The General Manager submitted a written report recommending approval of a daily one-way proposed revised student fare. I (For full text, see report on file in the Secretary's Office.) Director Lea offered the following Resolution: "A resolution approving and adopting a revised daily one-way fare for Roanoke City Public Schools students grades 6-2 with a valid Valley Metro issued student ID for the GRTC doing business as Valley Metro to take effect on July 1, 2010 and authorizing the GRTC General Manager and or Vice President of operations to take appropriate action to implement, administer and enforce such daily one-way student fare." (For full text, see copy of resolution on file in the Secretary's Office.) Director Lea moved the adoption of the Resolution. The motion was seconded by Director Rosen and adopted by the following vote: AYES: Directors Cutler, Lea, Mason, Rosen, Trinkle and President Bowers-6 NAYS: None-O I (Director Price was absent.) 88 REPORTS OF COMMITTEES: I GRTC FISCAL YEAR 2010-2011 OPERATING BUDGET: The Budget Review Committee submitted a written report recommending the approval of the fiscal 2010-2011 operating budget. (For full text, see report on file in the Secretary's Office.) Director Lea moved that the Board concur in the recommendation of the Budget Review Committee. The motion was seconded Director Rosen and adopted. OTHER BUSINESS: UPDATE ON PURCHASING AND EQUIPMENT BIDDING: The Assistant Vice-President of Operations gave an update on the irregularities in purchasing and equipment bidding process, advising that the Federal Transportation Authority (FTA) was seeking $189,057.00 to cover all the irregularities and furniture purchases. He remarked that the FT A considered the matter closed. There being no further business, the President declared the meeting I adjourned at 1 :23 p.m. APPROVED: ATTEST: I I I I 89 GREATER ROANOKE TRANSIT COMPANY July 19, 2010 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, July 19, 2010, at 1 :00 p.m., in the Emergency Operations Center Conference Room, Room 159, 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 John Bingham, Consuella Caudill (arrived late), Nicole Hall, Mark Jamison and President David A. Bower-5. ABSENT: Directors Karen Michalski-Karney and David B. Trinkle-2. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Gary Tegenkamp, Assistant General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the reading of the minutes of the regular meeting held on Monday, June 21,2010, was dispensed with and approved as recorded. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: . Without objection by the Board, the President asked that the matter regarding election of officers be heard prior to items submitted by the General Manager. 90 SECRETARY: I 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 the Board 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 qualified. (See report on file in the Secretary's Office.) Without objection by the Board, the following titles were placed in nomination Mayor as President; Vice-Mayor-as Vice-President; City Manager as Vice-President of Operations; Assistant City Manager for Operations as Assistant Vice-President of Operations; City Clerk as Secretary; Deputy City Clerk as Assistant Secretary; City Director of Finance as Treasurer; and City Attorney as General Counsel and Registered Agent. There being no further nominations, Director Bingham' placed in the nomination the above referenced positions, for appointment/reappointment for terms I commencing July 19, 2010 and ending June 30, 2011: FOR ALL NOMINEES: Directors Bingham, Hall, Jamison, and President Bowers-4. (Directors Karney and Trinkle were absent.) (Director Caudill was not present when vote was recorded.) GENERAL MANAGER: ORIENTATION NOTEBOOK: The General Manager called attention to the Orientation Notebook which is designed to provide insight into and working knowledge of the GRTC organization, from it s Articles of Incorporation and By-laws to its personnel and operating characteristics. (For full text, see copy of Orientation Notebook on file in the Secretary's Office.) I I I I 91 At this point, Director Caudill entered the meeting (1 :12 p.m.) Discussion with regard to bus service to the Virginia Tech-Carilion Clinic Medical School located in Riverside Circle by the Star Line Trolley, effective September 7,2010, as well as expanding service routes and extending bus service on evenings and weekends. ( Mr. Palmer also called attention to the agreement between Southwestern Virginia Transit Management Co., Inc. and Amalgamated Transit Union. He mentioned that the three-year contract would expire on September 30, 2011 and negotiation will occur around April 2011. Following additional questions and/or comments regarding the abovementioned matters, the President advised that comments would be received and filed. SURPLUS TANGIBLE PERSONAL PROPERTY DISPOSAL POLICY: The General Manager submitted a draft copy of a disposal policy for surplus tangible personal property. (For full text, see draft copy of disposal policy on file in the Secretary's Office.) The General Manager gave an overview' of the policy. There being no objection by the Board, the President advised that the draft policy would be received and filed. OTHER BUSINESS: GRTC MEETING SCHEDULE: The President proposed that the GRTC Board of Directors consider meeting monthly on the third Monday of August, September and October at 1 :00 p.m., in the EOC Conference Room, and at the October 18 meeting, discuss and agree upon a meeting schedule for the remainder of the appointment year. Director Jamison moved that the Board concur inthe President's proposal to meet monthly on the third Monday at 1 :00 p.m., in the EOC Conference Room as follows August 16, September 20 and October 18, and discuss a meeting schedule for the remainder of the appointment year during the October 18 meeting. The motion was seconded by Director Hall and adopted. 92 I FREEDOM OF INFORMATION ACT: Gary Tegenkamp, Assistant General Counsel, distributed copies of the 4th Edition 2007, Local Government Officials' Guide to the Virginia Freedom of Information Act. He shared pertinent information such as what constitutes a public meeting, what is considered public record, conflict of interest, etc. (See copy of FOIA booklet on file in the Secretary's Office.) PENDING ITEMS: The President called attention to two matters pending - Valley View Mall Walmart bus stop and AMTRAK service from Roanoke to Lynchburg. There being no further business, the President declared the regular meeting adjourned at 1 :48 p.m. APPROVED: ~~n~jJ~ ~id A. Bowers President ATTEST: ~~m'~bn-J Stephanie M. Moon I Secretary I I I I 93 GREATER ROANOKE TRANSIT COMPANY August 16, 2010 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, August 16, 2010, at 1 :00 p.m., in the Emergency Operations Center Conference Room, Room 159, 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 John Bingham, Consuella Caudill, Nicole Hall, Mark Jamison, Karen Michalski-Karney, David B. Trinkle and President David A. Bowers-7. ABSENT: None. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the reading of the minutes of the regular meeting held on Monday, July 19, 2010, was dispensed with and approved as recorded, with minor revisions. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated August 16, 2010, with regard to the following items: ~ Roanoke to Lynchburg Amtrak Bus Connection ~ "Sole Source" Agreements for Insurance Brokers ~ Facility Expansion Property Acquisition ~ Contracts for Installing Bus Stop Shelters ~ Increase in GRTC's Insurance Premium Assessment ~ Invitation from the Sustainable Communities Initiative (For full text, see copy of Management Update on file in the Secretary's Office.) 94 Discussion was held~with regard to the Roanoke to Lynchburg Amtrak Bus Connection. The General Manager noted that grant funds were available with a 15% local match requirement, which equated to approximately $22,500.00 - $45,000.00 annually depending upon total hours and miles per year devoted to the service. Further discussion was held regarding the service from Roanoke to Lynchburg, with an indication of the possible use of th.! SmartWay bus to connect passengers to the Amtrak passenger train in Lynchburg, Virginia. . Following discussion, the President advised that the Management Letter would be received and filed. FINANCIAL OPERATING REPORTS: The General Manager submitted the Financials for the month of June 2010. Without objection by the Board, the President advised that the Financials would be received and filed. I SELECTION RATIONALE FOR BUS STOPS: The General Manager submitted a written report regarding the policy that was implemented by Valley Metro of not I stopping for boarding or alighting except at designated bus stops. He remarked that the purpose of the policy is to ensure on-time performance, consistent frequency selection rationale for bus stops. Mr. Palmer remarked that the rationale used by GRTC to select bus stop locations were transit system performance, traffic flow, safety and security. In summary, he stated that the determination of bus stop spacing is primarily based on standards that are frequently subdivide by development type, such as residential area, commercial and/or a central business district as well as major trip generators such as retail shopping centers, hospitals and educational institutions. He indicated that the location of bus stops along routes is a function of balancing customer convenience against efficient bus operations. In conclusion, he explained that the former practice of allowing passengers to "wave" or "flag down" the bus at any point along a route in order to board or alight compromises bus stop design and placement standards and guidelines that ensure. customer safety, on-time performance, consistent frequency between business, minimal adverse. impact on traffic flow, and the safe movement of GRTC buses. (For full text, see copy of report on file in the Secretary's Office.) I I I I 95 President Bowers suggested receiving citizen input at a public meeting before the Council during its 7:00 p.m., session regarding the matter. Director Hall called attention to the confusion regarding bus times, adding that no information regarding schedules was available at the bus stops; and suggested that said information be posted at the stops. Director Bingham added that information regarding arrival/departure times be posted on buses. Director Karney suggested that information be provided to the Virginia 2-1-1, adding that the information may be useful to persons who depend on outreach services. Following comments, the President advised that the report would be received and filed, and requested that staff study the matter and report back to the Board. COMPLAINT FROM AN ANONYMOUS GRTC EMPLOYEE: The General Manager submitted an informational report in response to the following six questions from Mark Jamison, Greater Roanoke Transit Company Board Member: .:. How often routes are reviewed and when was the last time that occurred? .:. What does the process of reviewing routes entail? .:. What is the "on-time" record of our buses and how is that measured? .:. What is the policy on stop locations and what change was made recently? .:. What are the penalties for drivers who are "late"? .:. What challenges exist with maintenance of your equipment and what is the overall condition of your fleet? (For full text, see copy of report on file in the Secretary's Office.) Following comments regarding responses as submitted, the President advised that the report would be received and filed. APPROVAL OF SURPLUS TANGIBLE PERSONAL PROPERTY DISPOSAL POLICY: The'General Manager submitted a written report recommending approval of a Surplus Tangible Personal Property Disposal Policy. (For full text, see copy of report on file in the Secretary's Office.) 96 Vice-President Trinkle offered the following resolution: I "A RESOLUTION ADOPTING A SURPLUS TANGIBLE PERSONAL PROPERTY DISPOSAL POLICY FOR GREATER ROANOKE TRANSIT COMPANY (GRTC); ESTABLISHING AN EFFECTIVE DATE OF SEPTEMBER 1, 2010, FOR SUCH POLICY; AND AUTHORIZING GRTC VICE PRESIDENT OF OPERATIONS AND/OR THE GRTC GENERAL MANAGER, OR THEIR DESIGNEE, TO TAKE THE NECESSARY ACTIONS, INCLUDING ADOPTING ANY APPROPRIATE PROCEDURES, TO IMPLEMENT, ADMINISTER, AND ENFORCE SUCH POLICY. (For full text of resolution, see resolution on file in the Secretary's Office.) Vice-President Trinkle moved the adoption of the resolution. The resolution was adopted by the following vote: . AYES: Directors Bingham, Caudill, Hall, Jamison, Karney, Trinkle and President Bowers-7. NAYS: None-O. MUNICIPAL AUDITING REPORT ON THE SOUTHWESTERN VIRGINIA TRANSIT I MANAGEMENT COMPANY RETIREMENT PLAN AND TRUST: The Municipal Auditor transmitted copy of the Southwestern Virginia Transit Management Company Retirement Plan and Trust. (For full text, see copy of report on file in the Secretary's Office.) On voice vote, the report was received and filed. OTHER BUSINESS: Silverine James, a bus rider, appeared before the Board and expressed concern regarding the negative behavior and attitude of students riding the Valley Metro buses in the Ferncliff Avenue area. She cited several instances when students were using profanity and being disruptive on the buses; and she felt the behavior was affecting senior citizen ridership. Following extensive dialogue, the matter was referred to the Vice-President of Operations and General Manager for investigation and report back to the Board. President Bowers suggested that Ms. James be contacted and advised of the I next Board meeting which is scheduled to be held on Monday, September 20, 2010, at 1 :00 p.m., in the Emergency Operations Center Conference, Room 159. I I I 97 There being no further business, the President declared the regular meeting adjourned at 1 :44 p.m. APPROVED: ~~...~ David A. Bowers President ATTEST: ~'m. ~0v0 Stephanie M. Moon Secretary 98 GREATER ROANOKE TRANSIT COMPANY September 20, 2010 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, September 20, 2010, at 1 :00 p.m., in the Emergency Operations Center Conference Room, Room 159, 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 John Bingham, Consuella Caudill, Nicole Hall, Mark Jamison, Karen Michalski-Karney and President David A. Bowers-6. ABSENT: Vice-President David B. Trinkle-1. I Also present were Jim Grigsby, Assistant Vice-President of Operations, Greater Roanoke Transit Company; Gary Tegenkamp,Assistant General Counsel, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; Carl L. Palmer, General Manager, Valley Metro; Leon Alder, Assistant General Manager, Valley Metro; and Stephanie Giles, Director of Finance, I Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the reading of the minutes of the regular meeting held on Monday, August 16, 2010, was dispensed with and approved as printed. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted the Management Letter dated September 20, 2010, with regard to the following items: I I I I 99 ~ Roanoke to Lynchburg Amtrak Bus Connector Service ~ Facility Expansion Property Acquisition ~ Increase in Insurance Premium Assessment ~ Two Additional Star Line Trolley Stops ~ Ride-Along with Mrs. Silverine James ~ Bus Stop Route Identification and Schedule (For full text, see copy of Management Update on file in the Secretary's Office.) With regard to the Roanoke to Lynchburg Amtrak Bus Connector Service, the General Manager advised that he was waiting on results from the study currently being conducted by the Virginia Department of Rail and Public Transportation examining the feasibility of passenger rail service in Southwestern Virginia, inclusive of Roanoke, adding that the study is scheduled for completion in November 2010. Mr. Palmer mentioned that he had updated J. Granger Macfarlane, former Senator, regarding Valley Metro's progress regarding the possible implementation of a bus connector service from Roanoke to Lynchburg. He also agreed to meet with John and Fred Abbott to discuss the matters of mutual interest and concern. Ms. Silverine James expressed concern about the seating at the Campbell Court Transfer Center, and suggested that Valley Metro invest in cushion seats for the elderly and disabled riders. Following discussion regarding the additional abovementioned items in the Management Update, the President advised that the Management Letter would be received and filed. FINANCIAL OPERATING REPORTS: The General Manager submitted the Financials for the month of July 2010. (For full text, see Financials on file in the Secretary's Office.) Without objection by the Board, the President advised that the Financials for the month of July would be received and filed. STUDENT FARE COMPARATIVE SURVEY RESULTS: The General Manager submitted a written report regarding student fare comparative survey results. It was recommended that given the comparative survey results and ancillary issues, the current student fare of $.75 and free rides for youth ten years of age and younger be maintained. (For full text, see report on file in the Secretary's Office.) 100 Mr. Palmer agreed to review the student ridership for the summer months in 2011 to offset school bus transportation for the School Division. PRIVATE SCHOOLS 75 CENT STUDENT FARE DISCUSSION: The General Manager submitted a written report regarding a $.75 student fare for private and home schools. (For full text, see report on file in the Secretary's Office.) Mr. Palmer advised that he will study the matter and report his findings to the Board at the October Board meeting. Without objection, the Board concurred in the comments of the General Manager. UPDATE ON STATUS OF BUS STOP SHELTERS: The General Manager submitted a written report regarding the status of bus stop shelters to be located at Sears and Wal-Mart. (For full text, see copy of report on file in the Secretary's Office.) The General Manager commented about the possibility of long term shuttle service to help alleviate some of the problems at the Mall. Without objection, the President advised that the comments from the General Manager would be received and filed. OTHER BUSINESS: AWARDING OF CONTRACT FOR MOBILE VEHICLE LIFTING SYSTEMS: The General Manager submitted a written report advising that the Greater Roanoke Transit Company, d/b/a Valley Metro advertised an Invitation for Bid for five sets of four-post and one set of six-post mobile vehicle lifting systems to replace existing vehicle lifting equipment for GRTC's garage facility located at 1108 Campbell Avenue, S. E. It was further advised that the five four post mobile vehicle lifting systems would be used to lift heavy-duty transit buses, and the one six post mobile vehicle lifting system would be used to lift heavy duty three axle over-the-road coaches. (For full text, see copy of report on file in the Secretary's Office.)] I I I I I I 101 It was recommended that a contract be executed with Automotive Resources, Inc., to provide delivery, assembly, installation, and training for five sets of four post heavy-duty lifting systems, and one set of six post heavy-duty mobile lifting system, in the total amount of $167,050.00. Without objection, the President advised that the report would be received and filed. GRTC BUS STOP SELECTION CRITERIA: The Assistant Vice-President of Operations advised that the General Manager will brief City Council on the bus stop selection criteria at its regular meeting at 2:00 p.m., on Thursday, October 7,2010. RADAR: The Assistant Vice-President of Operations noted that a video presentation from RADAR with regard to services will be presented at the October 18 Board meeting. GRTC MEETING SCHEDULE: The Assistant Vice-President of Operations reminded the Board that a meeting schedule outlining meeting dates for the remainder of the year will be placed on the Board's agenda for discussion at its October 18, 2010 meeting. The President suggested that the Board members bring their calendars to the October 18 meeting. There being no further business, the President declared the regular meeting adjourned at 1 :50 p.m. APPROVED: ATTEST: ~~-~..~~ ~d A. Bowers President ~'rn. tdj~ Stephanie M. Moon l Secretary 102 GREATER ROANOKE TRANSIT COMPANY October 18, 2010 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, October 18, 2010, at 1 :00 p.m., in the Emergency Operations Center Conference Room, Room 159, 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 John Bingham, Consuella Caudill, Nicole Hall, Mark Jamison, Karen Michalski-Karney, David B. Trinkle and President David A. Bowers-7. ABSENT: None-O. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the reading of the minutes of the regular meeting held on Monday, September 20, 2010, was dispensed with and approved as printed. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted a Revised Management Letter dated October 18, 2010, with regard to the following items: I I I I I I 103 ~ Roanoke to Lynchburg Amtrak Bus Connection ~ Increase in GRTC's Insurance Premium Assessment ~ Bus Stop Shelter Installation Developments ~ "Flight the Flu" Partnership ~ Review of Guidance for ADA Compliance ~ Virginia Western Community College (VWCC) Fare Reimbursement Program ~ Bus Stop Route Identification and Schedule ~ Designated Cushion Seats for the Elderly and Disabled (For full text, see revised copy of Management Update on file in the Secretary's Office.) Mr. Palmer called attention to the revised copy of the Management Update, noting that "Fight the Flu" Partnership with the Roanoke City and Alleghany Health District was added. He also mentioned providing the Board at its November meeting an overview of GRTC's paratransit service for people with disabilities, STAR (Specialized Transit Arranged Ride). In connection with the Roanoke to Lynchburg Amtrak Bus Connection, the General Manager was requested to meet with surrounding localities as well as Virginia Tech and Hollins University to discuss a possible partnership for bus service to Lynchburg Amtrak station and report findings back to the Board. With regard to designated cushion seats for the elderly and disabled suggested by Silverine James, a Valley Metro patron, the General Manager stated that the matter had been investigated; however, while such an amenity is desirable, it is not feasible due to no funds remaining in the grant dedicated to the Campbell Court Transfer Center's passenger waiting area renovations; and to file a new grant for the purpose of replacing the current benches and chairs would not be allowed by the Federal Transit Administration, unless it could be determined that the current seating furniture with a ten year life usefulness has become obsolete within less than a year of said ten year term. . I Following discussion of the matters referenced in the revised Management Update, the Management Letter was received and filed. 104 FINANCIAL OPERATING REPORT: The General Manager submitted the Financial report for the month of August 2010. (For full text, see Financial Report on file in the Secretary's Office.) There being no objection by the Board, the Financial Report for the month of August was' received and filed. GRTC BOARD OF DIRECTORS MEETING SCHEDULE FOR REMAINDER OF FISCAL YEAR 2011: The General Manager submitted a written report recommending approval of the following meeting schedule: Proposed GRTC Board MeetinQ Schedule November 15, 2010 January 18, 2011 (Monday) (Tuesday) (Meeting and Workshop to start at 9:00 a.m.; and end at 12:00 Noon) (A meeting in January is needed to provide authorization for the GRTC General Manager to apply for available Federal and State Grant funds each year) (Monday) (Monday) (Monday) (A meeting is needed to follow the GRTC Stockholder's annual meeting, which is normally held on the third Monday of June each year) March 21, 2011 May 16,2011 June 20,2011 The General Manager further advised that except for the Tuesday, January 18, 2011 meeting, all meetings were set for 1 :00 p.m. on the date indicated in the EOC Conference Room on the first floor of the Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia; however, the Tuesday, January 18, 2011 meeting, a formal meeting and orientation workshop between 9:00 a.m. and 12:00 Noon will be held at the GRTC's Administrative Office at 1108 Campbell Avenue, S. E., Roanoke, Virginia. Mr. Palmer pointed out that the GRTC Board could also hold additional meetings on an as-needed basis in accordance with the GRTC By-Laws; and the schedule of meetings for the GRTC Board in subsequent fiscal years be set annually at the June Board meeting. (For full text, see copy of report on file in the Secretary's Office.) I I I I I I 105 Vice-President Trinkle offered the following resolution: "A Resolution establishing a specific meeting schedule for the Board of Directors of the Greater Roanoke Transit Company (GRTC)" (For full text, see copy of resolution on file in the Secretary's Office.) Vice-President Trinkle moved the adoption of the resolution. The motion was seconded by Director Bingham and adopted by the following vote: AYES: Directors Bingham, Caudill, Hall, Jamison, Karney, Trinkle and President Bowers-7. NAYS: None-O. (Inasmuch as he will be in attendance at the U.S. Conference of Mayors in Baltimore, Maryland, on June 20, 2011, President Bowers will not be present for the Board meeting.) REVISION OF GRTC DAILY ONE WAY PROPOSED REVISED STUDENT FARE: The General Manager submitted a written report advising that in its June "21,2010 meeting, the Greater Roanoke,Transit Company Board of Directors approved a $.75 student fare per one way trip for Roanoke City Public School students, grades 6 through 12, replacing the free fare policy instituted in June 2007; the $.75 student fare requiring an accompanying student identification card went into effect July 1, 2010; and the fare is half the established GRTC base fare of $1.50 per one way trip, adding that there is no monthly or weekly pass for the $.75 student fare. It was further advised that at its September 20, 2010 meeting the Board was advised of Roanoke Catholic School's interest in the opportunity to avail themselves of the same fare and that their participation would have a neutral impact on GRTe's fare box revenues; and that staff would survey other private schools within Valley Metro's service area to gauge the level of current use. It was stated that of the three private schools within the Valley Metro's service area, Community High School, Parkway Christian Academy and the Home Education Association of Virginia (based in Richmond), only the first two responded. 106 The General Manager recommended the following: In addition to Roanoke City Public School (RCPS) students grades 6 through 12, charge private school students and all other students in grades 6 through 12 attending properly licensed schools within Valley Metro's service area, $.75, half of Valley Metro's $1.50 full fare, for a single one way trip, provided that participating schools, such as RCPS, i~sue such school's own student identification bus ride cards, at the school's expense. The bus ride cards will entitle the student to board a Valley Metro bus for the $.75 fare. The bus ride card will be subject to GRTC's approval. Like the RCPS, there will not be a monthly or weekly pass for the $.75 student fare; Per Federal Transit Administration regulations governing fare and service changes, provide a public notice and comment period of the proposed fare change and conduct a public hearing on the proposed fare change to include, in addition to RCPS students, other students in grades 6 through 12 as set forth above and within Valley Metro's service area. Such hearing would be held in November 2010; and Pending the outcome of the public hearing and public comment period, recommend approval of the $.75 student fare to include other students, as set forth above, within Valley Metro's service area in addition to RCPS students at a future meeting of the GRTC Board. City Council will also need to approve the fare change. (For full text, see copy of report on file in the Secretary's Office.) Vice-President Trinkle moved that the Board concur in the recommendation of the General Manager. The motion was seconded by Director Bingham and unanimously adopted. BUS SHELTER UPDATE-SEARSIWAL-MART AT VALLEY VIEW MALL: The General Manager submitted a written report recommending the following steps be taken before executing any change orders for the Wal-Mart store site at Valley View Mall and the site near the Belk's/Sears entrance to the Mall, as well as certain tasks and issues to be addressed. It was further stated that once all matters have been resolved, the GRTC staff will report its findings to the Board with a recommendation: I I I I I I 107 Ascertain right of way ownership of the Wal-Mart site. Determine such owners' long term plans and commitment to maintain a Wal-Mart retail store at the location. Attempt to negotiate a license agreement with the owners that is acceptable to GRTC for the right to occupy and construct a bus shelter on the site; Develop design and construction plans for review and approval by the Wal-mart site owners; Obtain approval from Valley View Mall, LLC for the revised design and construction plans for the site near the Belk's/Sears entrance to the Mall. Also, attempt to revise the License Agreement to modify the current cancellation provisions Confirm that construction permits can be obtained from the proper authorities for both sites; In the event GRTC may have to vacate either or both sites at its expense and due to the unusual magnitude of the design and construction requirements of both sites, ascertain the estimated cost to restore the sites to their original condition; Given the substantial net increase in the change order costs of 175% for the Wal-Mart site and 51.5% for the site near the Belk's/Sears entrance to the Mall, determine if the current Contractor can perform the work on each site or does each site have to be rebid as two jobs separate and apart from the other sites addressed in the current contract with Woodard-West-Parks. (For full text, see copy of report on file in the Secretary's Office.) Vice-President Trinkle moved that the Board concur in the actions as submitted by the General Manager. The motion was seconded by Director Caudill and unanimously adopted. 108 AMEND JUNE 18, 2001 AUTHORIZATION TO NEGOTIATE AND EXECUTE CONTRACTS, LEASES AND OTHER DOCUMENTS: The General Manager submitted a written report recommending an amendment to the current authorization resolution for Board's consideration and action, at a future Board meeting, as set forth below: As a means to reduce the volume and burden of reviewing summaries of planned contractual transactions with dollar amounts of $300,000.00 or less and to aid in expediting the implementation of projects associated with the contractual transactions, amend the current policy to expressly exclude all operating expenses, regardless of amount, that are approved as part of GRTC's annual budget, that the levels of authorization described below be required for capital projects only; and provide that operating expenses not included in GRTC's previously approved annual budget, regardless of amount, will be subject to GRTe Board notification and/or expressed approval. The Vice-President of Operations and the General Manager each be authorized to individually negotiate, award and execute contracts, leases and other documents (hereafter documents) that will bind GRTC, in an amount up to and including $50,000.00 without having to submit a summary of planned actions germane to the document(s) to the GRTC Board for their review and consideration five business days prior to executing the documents. The President, Vice-President of Operations, and the General Manager be authorized to negotiate, award and execute documents that will bind GRTC in an amount greater than $50,000.00 up to and including $100,000.00 without having to submit a summary of planned actions germane to the document(s) to the GRTC Board for their review and consideration five business days prior to executing the documents and such documents are signed by at least two of the three aforementioned officials; Documents involving amounts greater than $300,000.00 will be submitted to the GRTC Board for direct action by the Board. As a prerequisite to purchasing or leasing real estate, goods, and services, regardless of dollar value, resulting in the documents described herein, GRTC staff will comply with GRTC's procurement policies and all federal, state, and local regulations and laws governing said policies. Further, all such documents regardless of dollar value will be subject to approval as to form by GRTC's General Counsel. I I I I I I 109 The General Manager explained that if the Board agrees with the abovementioned recommendations, the staff will prepare a revised resolution for its consideration at a future meeting, or staff will proceed as the Board may otherwise direct. (For full text, see copy of report on file in the Secretary's Office.) Director Caudill moved that the Board concur in the recommendations as set forth by the General Manager. The motion was seconded by Director Karney and unanimously adopted. FREE RIDE TRY TRANSIT PROMOTION: The General Manager submitted a written report recommending approval to offer free rides all day on November 26, 2010, the Friday following Thanksgiving. It was advised that this will afford Valley Metro's service community an opportunity to "Try Transit" for the first time, with the hope of convincing some that Valley Metro is a viable transportation alternative. (For full text, see copy of report on file in the Secretary's Office.) Director Karney moved that the Board approve the proposed recommendation of the General Manager. The motion was seconded by Director Jamison. President Bowers suggested that the General Manager give thought on ~ bus shuttle with police escort. There being no additional comments by the Board, the motion was unanimously adopted. FACILITY EXPANSION-PROPERTY PURCHASE FROM DOWNTOWN CAR eOMPANY, LLe: The General Manager submitted a written report recommending authorization for the GRTe Vice-President of Operations and/or the GRTC General Manager to execute an agreement for Purchase and Sale of Real Property, subject to approval as to form, by the General Counsel. (For full text, see copy of report on file in the Secretary's Office.) ATTEST: ~OO}~ Stephanie M. Moon Secretary 110 Vice-President Trinkle offered the following resolution: "A Resolution authorizing the Greater Roanoke Transit Company (GRTC) Vice President of Operations and/or the GRTC General Manager to execute an agreement for purchase and sale of real property; and authorizing the GRTC Vice President of Operations and/or the GRTC General Manager to execute such further documents and take such further actions as may be necessary to accomplish the purchase of such property. (For full text, see copy of resolution on file in the Secretary's Office.) Vice-President Trinkle moved the adoption of the resolution. The motion was seconded by Director Jamison and adopted by the following vote: AYES: Directors Bingham, Caudill, Hall, Jamison, Karney, Trinkle and President Bowers-7. NAYS: None-O. OTHER BUSINESS: APPOINTMENT OF ASSISTANT VleE-PRESIDENT OF OPERATIONS: Vice- President Trinkle moved that Sherman M. Stovall be appointed as the Assistant Vice- President of Operations for the Greater Roanoke Transit Company, effective November 1, 2010, due to the retirement of James Grigsby, Assistant City Manager, on October 31, 2010. The motion was seconded by Director Bingham and unanimously adopted. On behalf of the Board, President Bowers expressed well wishes to Mr. Grigsby. There being no further business, the President declared the regular meeting adjourned at 1 :50 p.m. APPROVED: S)~~ David A. Bowers President I I I I I I 111 GREATER ROANOKE TRANSIT eOMPANY November 15, 2010 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, November 15, 2010, at 1 :00 p.m., in the Emergency Operations Center Conference Room, Room 159, 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 John Bingham, Consuella eaudill, Nicole Hall, Mark Jamison, David B. Trinkle and President David A. Bowers-6. ABSENT: Director Karen Michalski-Karney -1. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit eompany; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the reading of the minutes of the regular meeting held on Monday, October 18, 2010, was dispensed with and approved as printed. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFleERS: GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted a Revised Management Letter dated November 15, 2010, with regard to the following items: ~ Roanoke to Lynchburg Amtrak Bus Connection ~ Increase in GRTC's Insurance Premium Assessment ~ Bus Stop Shelter Installation Developments ~ "Flight the Flu" Partnership 112 ~ Virginia Western Community College (VWCC) Fare Reimbursement Program ~ Bus Stop Route Identification and Schedule (For full text, see revised copy of Management Update on file in the Secretary's Office.) In connection with the Roanoke to Lynchburg Amtrak Bus Connection, Mr. Palmer advised that he met with local officials from the City of Bedford and the Town of Vinton to discuss the prospects of participating as local funding partners for the proposed bus connector service to Lynchburg's Amtrak station, adding that local funding partnership possibilities had .also been discussed with Virginia Tech officials. The General Manager also shared the following four options that were developed from meetings and discussions with the Director of the Department of Rail and Public Transportation and regional transportation and municipal officials regarding the prospect of passenger rail service coming to the Roanoke region: (1) The City of Salem has committed $5,000.00 toward the local match requirement; (2) The City of Bedford is interested in seeing a commuter feature added to the service; this feature is also of interest to the Town of Vinton; (3) Virginia Tech has agreed to conduct a survey to quantify the level of interest among students and faculty in using the bus connector service as a means to access the Amtrak passenger rail station in Lynchburg; the time line for conducting and completing the survey is yet to be determined; and (4) The impending Amtrak survey of Roanoke originating rail passengers will help to establish ridership estimates for the connector service. I I I I I I 113 Mr. Palmer reported that in response to the developments, GRTC staff was in the process of expanding its proposed bus connector service design and cost into four options, each option as a standalone service, the "Bus to Rail Smart Way Connector", an extension of GRTC's Smart Way service. He pointed out that in order to not create an undue burden on the current Smart Way service and its five bus fleet requirements, including one spare, each of the four options would require two new additional MCI coaches dedicated to the bus to rail service, a requirement of a 20% Department of Rail and Public Transportation (DRPT) capital grant local match, in the amount of $210,000.00, in addition to the 15% local match for a DRPT operating assistance grant. Board Member Jamison asked if the additional local match as noted, would be used to purchase two new motor coaches which would be dedicated to the bus to rail service; whereupon, Mr. Palmer answered in the affirmative. Board Member Jamison then asked if the proposed hours of operation would be aligned with the train departures and arrivals; whereupon, Mr. Palmer once again responded in the affirmative. There was also dialogue regarding the O. Winston Link Museum, former Norfolk and Southern Passenger Rail Station, as a possible terminus for the Connector as well as The Hotel Roanoke being used for terminus parking. With regard to the bus stop shelter installation developments, the General Manager reported that modification to the site plans for the bus stop shelter at Valley View must be redone in order to add parking spaces dedicated to people with disabilities, which were removed to locate the bus stop shelter in the original plans; plans for installing bus stop shelters at Landsdowne, Indian Rock Village, Jamestown and Morningside apartments will be implemented upon execution of the Revocable Permit; the Hurt Park neighborhood has requested that the construction of a bus stop shelter at the entrance to the neighborhood not be installed in order for landscaping to be completed; installation of the bus stop shelter at the Goodwill Center in Salem will not commence until the Revocable Permit for the site has been executed; and GRTC staff conducted and completed a passenger boarding and alighting survey at four select bus stops in the Town of Vinton, which will serve to verify that the stops selected indeed warrant bus stop shelters. 114 I In connection with the "Fight the Flu" Partnership, Mr. Palmer reported that a Revocable Permit between GRTC and Virginia Department of Health and the Roanoke City Health Districts had been executed granting the use of GRTC's vacant rental property located in its Campbell Court Transportation Center for the purpose of administering flu vaccine shots between November 15 and December 31,2010 from 7:00 a.m. - 7:00 p.m., Monday - Saturday. Following discussion of the remaining matters referenced in the Management Update, the Management Letter was received and filed. FINANCIAL OPERATING REPORT: The General Manager submitted the Financial report for the month of September, 2010. (For full text, see Financial Report on file in the Secretary's Office.) There being no objection by the Board, the Financial Report for the month of September was received and filed. BONDS, CONTRACTS, LEASES AND OTHER AGREEMENTS: The General Manager submitted a written report recommending approval to revise policy I regarding authorization to negotiate and execute contracts, leases and other documents. (For full text, see copy of report on file in the Secretary's Office.) Vice-President Trinkle offered the following resolution: "A Resolution authorizing the President, Vice-President of Operations, Assistant Vice-President of Operations, and/or the General Manager of the Greater Roanoke Transit Company (GRTe) to negotiate, award, and/or execute contracts, agreements, change orders, amendments, grants, licenses, permits, leases, and other documents that will bind GRTC in the amounts set forth below, provided thaI' such documents are signed and in accordance with certain other terms and conditions as set forth below; providing that this new resolution replace the prior resolution adopted by the GRTC Board of June 18, 2001; and establishing an effective date for this resolution." (For full text, see copy of resolution on file in the Secretary's Office.) I I I I 115 Vice-President Trinkle moved the adoption of the resolution. The motion was seconded by Director Bingham and adopted by the following vote: AYES: Directors Bingham, Caudill, Hall, Jamison, Trinkle and President Bowers-5. NAYS: None-O. (Director Karney was absent.) FINANCIAL STATEMENT AUDIT FOR THE YEAR ENDED JUNE 30, 1010: KPMG submitted the following reports relating to its financial statement audit of the Greater Roanoke Transit Company as of and for the year ended June 30, 2010: ~ Financial Statement and Required Supplementary Information ~ Communication to the Board of Directors ~ Management Letter (For full text, see copy of reports on file in the Secretary's Office.) Following dialogue regarding the reports, and no action by the Board being required, the reports were received and filed. OTHER BUSINESS: NONE. There being no further business, the President declared the regular meeting adjourned at 1 :50 p.m. APPROVED: ATTEST: ~~ President ~~fh.~ow Stephanie M. Moon Secretary 116 GREATER ROANOKE TRANSIT COMPANY January 18, 2011 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, 2011, at 9:00 a.m, GRTC Administrative Office, Conference Room, 2nd Floor, 1108 Campbell Avenue, S.E., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors John Bingham, Karen Michalski-Karney, Nicole Hall, Mark Jamison, and President David A. Bowers-5. ABSENT: Director Consuella Caudill and Vice-President David B. Trinkle-2. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Jonathan E. Craft, Assistant Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, November 15, 2010, was dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted a Management Letter dated January 18, 2011, with regard to the following items: ~ Roanoke to Lynchburg Amtrak Bus Connection ~ Bus Stop Shelter Installation Developments ~ Bus Stop Route Identification and Schedule ~ "Pass Through" Grantee Projects ~ Free Fare Day Results ~ Healthy Communities and Transportation (For full text, see copy of Management Update on file in the Secretary's Office.) I I I I I I 117 In regards to the Roanoke to Lynchburg Amtrak Bus Connection, Mr. Palmer advised that the State is interested in the Roanoke to Lynchburg connection rather than a route including Blacksburg. He said as a compromise, he suggested including Blacksburg on weekends only and leaving open the option of adding seven day service to Blacksburg sometime later. Mr. Palmer explained that the cost of operation for a combination of seven days a week from Roanoke to Lynchburg and Friday through Sunday from Blacksburg to Lynchburg, including the lease of buses, would be approximately $342,100.00. He added that revenues are projected to be approximately $17,600.00, which would leave $324,500.00, the amount of the grant application. Mr. Palmer advised that the Department of Rail and Public Transportation (DRPT) had initially offered a 35 percent match but after talking with Senator Edwards' Office, he was informed that the amount would be less and a local match of approximately 15 percent would be required. He reiterated prior discussions with the City of Salem, Town of Vinton, Hollins University, Roanoke College, Lynchburg Chamber of Commerce, City of Lynchburg, City of Bedford, County of Bedford and Virginia Tech about the possible partnerships to assist with funding. President Bowers suggested that Radford University also be considered as a possible funding source. He questioned if consideration had been given to bidding out the service; whereupon, Sherman Stovall, Assistant Vice-President of Operations, reported that based on the information in the DRPT study, private operation would not be feasible. President Bowers also inquired about a starting date for the program; whereupon, Mr. Palmer the summer of 2011. He added that leasing buses would provide for a faster startup and approximately two years would be required to determine the viability of the program. . Director Jamison stated that Lynchburg ridership had been hugely successful and he questioned if numbers were available to determine if the success was from the very start or if it grew over time. Mr. Palmer replied that they had talked about a leap in usage but he had not seen any numbers. Ann Shawver, Treasurer, asked about funding for the long-term; whereupon, Mr. Palmer answered that the State would only make a year to year commitment and the local burden could change each year, adding that because the bus to the Lynchburg Amtrak station could be described as an intercity connection, chances for funding would be greatly increased. 118 With regard to the bus stop shelter installation developments, the General Manager reported that a change order had been put forth to include site design work and obtaining permits to build. He further reported that these changes should expedite the process of installing shelters. I In connection with the Bus Stop Route Identification and Schedule, Mr. Palmer reported that a couple of information container prototypes were being tested at select stops that have shelters. Mr. Palmer reported that there are three "Pass Through" Grantee Projects that are currently being managed by the GRTC. He explained that the Department of Rail and Public Transportation (DRPT) had designated the GRTC to distribute funds to the Commonwealth Coach and Trolley Museum, the Roanoke Chapter of the Railroad Historical Society and the O. Winston Link Museum. He added that the Commonwealth Coach and Trolley Museum project is to restore 12 historic buses and they have been granted a total of $260,650 since 2007. He said they have used approximately $147,300 of those funds. Mr. Palmer pointed out that the Historical Railroad Society is restoring the Old Virginia Passenger Railroad Station at Williamson Road and Jefferson Street. He further pointed out that they have received approximately $198,000 and have expended close to half of that. Mr. Palmer added I that the O. Winston Link Museum was using grant money to make improvements to the photography display and they have received $280,000 in grants and have expended $155,000. With regard to the Free Fare Day, Mr. Palmer reported that a total of 8,500 people were served and he said that most people had found it to be very accommodating and most were in disbelief that it is was free. In connection with Healthy Communities and Transportation, Mr. Palmer explained that this issue should be looked at collectively in terms of connections in communities and it should be part of the thread that is weaved into the mission. He further explained that it is as important as any other community issue such as land use or development. Director Karney asked in regards to the pass through accounts, if an administrative fee is charged; whereupon, Mr. Palmer answered that it was not but it should be considered. President Bowers questioned if a decision about an administrative fee would come from the top or if it would come from the agencies that were being funded; whereupon, Mr. Palmer stated that it would definitely come from the DRPT. I I I I 119 There being no further discussion regarding the Management Update, the President advised that the Management Letter would be received and filed. FINANCIAL OPERATING REPORT: The General Manager submitted the Financial report for the month of November, 2010. (For full text, see Financial Report on file in the Secretary's Office.) Director Bingham inquired as to the source of rental income; whereupon, Mr. Palmer informed that the Better Business Bureau and Greyhound both pay rent. Director Bingham then questioned the income from parking, whereby, Mr. Palmer pointed out that there were monthly rental parking spots above the bus station on Campbell Avenue. Director Bingham asked if there was currently a contract in place that might help stabilize the operating expenses for fuel; whereupon, Mr. Stovall advised that there is no contract, however the matter is being addressed for the upcoming fiscal year which will allow Valley Metro to join the City of Roanoke and Roanoke City Schools for the purpose of purchasing fuel. There being no objection by the Board, the President advised that the Financial Report for the month of November would be received and filed. REVISED FARE FOR PRIVATE SCHOOL STUDENTS: The General Manager submitted a written report recommending approval of a revision to the GRTC Daily One Way Student Fare. (For full text, see copy of report on file in the Secretary's Office.) Director Hall offered the following resolution: A resolution approving and adopting a revised daily one way student fare for Roanoke City Public School students, private school students, and all other students attending properly licensed schools within the Greater Roanoke Transit Company, DBA Valley Metro (GRTC or Valley Metro) service area, grades 6 through 12, with a valid school issued student id bus ride card, to take effect on February 8, 2011; and authorizing the GRTC General Manager and/or Vice President of Operations to take the appropriate action to implement, administer, and enforce such daily one way student fare. (For full text, see copy of resolution on file in the Secretary's Office.) 120 Director Hall moved the adoption of the resolution. The motion was seconded by Director Bingham and adopted by the following vote: I AYES: Directors Bingham, Hall, Jamison, Karney and President Bowers-5. NAYS: None-O. (Director Caudill and Vice President Trinkle were absent.) AUTHORIZATION TO FILE FEDERAL AND STATE OPERATING AND CAPITAL ASSISTANCE GRANTS: The General Manager submitted a written report recommending authorization to file for Federal Transit Administration Operating and Capital Financial Assistance, and Commonwealth of Virginia Operating and Capital Financial Assistance for fiscal year 2011-2012. (For full text, see copy of report on file in the Secretary's Office.) Director Bingham offered the following resolution: A resolution authorizing the filing of applications and the acceptance and I execution of appropriate agreements for operating and capital financial assistance for fiscal year 2011-2012 with the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation upon certain terms and conditions. (For full text, see copy of resolution on file in the Secretary's Office.) Director Bingham moved the adoption of the resolution. The motion was seconded by Director Karney and adopted by the following vote: AYES: Directors Bingham, Hall, Jamison, Karney and President Bowers-5. NAYS: None-O. (Director Caudill and Vice President Trinkle were absent.) DONATION TO COMMONWEALTH COACH AND TROLLEY MUSEUM: The General Manager submitted a written report recommending the donation of one set of used surplus four point mobile vehicle maintenance lifts to the Commonwealth Coach and Trolley Museum. (For full text, see copy of report on file in the Secretary's Office.) I I I I 121 Director Jamison offered the following resolution: A resolution approving and authorizing a donation to the Commonwealth Coach and Trolley Museum of one set of used surplus four point mobile vehicle maintenance lifts from the Greater Roanoke Transit Company, DBA Valley Metro (GRTC), subject to certain terms and conditions; and authorizing the GRTC General Manager and/or Vice President of Operations to take appropriate action to accomplish such donation. (For full text, see copy of resolution on file in the Secretary's Office.) Director Jamison moved the adoption of the resolution. The motion was seconded by Director Hall and adopted by the following vote: AYES: Directors Bingham, Hall, Jamison, Karney and President Bowers-5. NAYS: None-O. (Director Caudill and Vice President Trinkle were absent.) APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager submitted an ora report recommending that the Board of Directors appoint certain members of the Board and staff to serve as the Fiscal Year 2011-2012 Budget Review Committee. Director Karney moved that the following persons be appointed to serve as the Budget Review Committee: Sherman Stovall, Assistant Vice-President of Operations; Ann Shawver, Treasurer; and Directors John Bingham and Consuella Caudill. The motion was seconded by Director Hall and adopted. ANNUAL MEETING OF GRTC STOCKHOLDERS: The Secretary submitted a communication recommending that the Annual Meeting of the Greater Roanoke Transit Company Stockholders be held on Monday, June 20, 2011, at 1 :45 p.m., in the City Council Chamber. Director Jamison moved that the Board concur in the recommendation. The motion was seconded by Director Bingham and adopted. 122 OTHER BUSINESS: I BRIEFING ON GRTC OPERATIONS: Leon Alder, Assistant General Manager; Tiffany Ollie, Purchasing Agent; and Patty Cornelious, Human Resources Administrator, gave a status report highlighting departmental functions, which consisted of the Offices of the General and Assistant General Managers, finance, grants and capital projects, purchasing agents, administration, maintenance, and transportation. (For full text, see copy of report on file in the Secretary Office) Without objection by the board, the President stated that the report would be received and filed. At 11 :00 a.m., the President declared the meeting in recess for a tour of the GRTC facilities. At 11 :21 a.m., the meeting reconve~ed in the GRTC Administrative Office Conference Room, President Bowers presiding. (Directors John Bingham, Karen Michalski-Karney, Nicole Hall and Mark Jamison left I following the tour.) There being no further business, the President declared the regular meeting adjourned at 11 :21 a.m. I~ 'I :: ~ : David . Bowers President ATTEST: JOnatha~~/ Assistant Secretary APPROVED: I I I I 123 GREATER ROANOKE TRANSIT COMPANY March 21, 2011 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 21, 2011, at 1 :00 p.m., Room 451, 4th floor, Noel C. Taylor Municipal Building, Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors John Bingham, Karen Michalski-Karney, Nicole Hall, Mark Jamison, Consuella Caudill (arrived late), Vice-President David B. Trinkle and President David A. Bowers-7. ABSENT: None-O. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Jonathan E. Craft, Assistant Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Tuesday, January 18, 2011, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted a Management Letter dated January 18, 2011, with regard to the following items: ~ Roanoke to Lynchburg Amtrak Bus Connection ~ Bus Stop Shelter Installation Developments ~ "Pass Through" Grantee Projects ~ Fuel Purchasing ~ Facility Expansion Project (For full text, see copy of Management Update on file in the Secretary's Office.) 124 In regards to the Roanoke to Lynchburg Amtrak Bus Connection, Mr. Palmer advised that on February 9th, he had made application to the Department of Rail and Public Transportation (DRPT) for a grant in the amount of $324,530.00, and he expected a determination on or about April 20th. He further advised that after filing the grant application, Senator John Edwards had informed him that an additional $150,000.00 would be sent directly to Roanoke to diminish the amount of the local match. Mr. Palmer explained that after discussions with the DRPT, it was unclear if the $150,000.00 would be applied to the overall amount of the grant or to the amount of the local match. I Mr. Palmer stated that plans were still on schedule to start operation of the service to Lynchburg's Amtrak station in July 2011, adding that he has been in contact with the City of Lynchburg to make certain that all of the local requirements would be met. Vice-President Trinkle asked if the best scenario would be to have the additional $150,000.00 applied to the entire project; whereupon, Mr. Palmer responded in the affirmative. The Vice-President thought it would be best if the money was used to erase the local share. Mr. Palmer pointed out that the local match would only be $113,000.00 and the Commonwealth of Virginia would keep the I difference. The General Manager explained that clarification should be given on the intent of the additional funding. The Vice-President of Operations said that he had asked Senator Edwards about his intent and was advised that the intent was to eliminate the local match. Mr. Palmer acknowledged that the grant was for one year and that a relationship should be maintained with the surrounding localities in case funding was needed next year. Ms. Hall suggested that consideration be given to the fact that the Megabus is running from Christiansburg to Washington, D.C., and it may impact ridership as well as Virginia Tech's involvement as a funding partner. Mr. Palmer replied that the point was well taken. At this point, Director Caudill entered the meeting. (1 :10 p.m.) President Bowers commented that the City of Roanoke budget must be approved by May 15th and asked if there would still be enough time to start the program in July if a decision regarding the grant was not made until April 20th. I Mr. Palmer answered that there would still be enough time. He added that consideration had been given to leasing two buses so that all of the expenses could be maintained on the operating side with no capital expenses, and if the program was unsuccessful, GRTC would avoid retaining ownership of unneeded buses. I I I 125 With regard to the bus stop shelter installation developments, the General Manager reported that the Valley View Mall site had posed issues because of the displacement and relocation of a parking spot designated for people with disabilities as well as some additional permit requirements; however, additional sites for shelters were identified. He said that six of the sites were associated with the Housing Authority and others were at Lewis Gale Medical Center, Goodwill Industries in Salem and the City Line Shopping Center on Cove Road. Mr. Palmer added that the Wal-Mart site at Valley View Mall had not been forgotten, but the cost for underground excavation, underground utilities, grading, size of the shelter, and the concrete path for the disabled were beyond the scope of a standard site, and therefore, the project must be re-bid as a separate site. With regard to Fuel Purchasing, Mr. Palmer reported that the five day letter sent to the Board was to position GRTC to lock in a price per gallon for delivery of diesel fuel. He explained that James River Solutions had submitted the lowest responsible bid of $0.11 per gallon, and if a decision was made to lock in with the carrier, a price for fuel must be locked in within 90 days. Mr. Palmer pointed out that he had been monitoring the cost of heating oil on the New York Mercantile Exchange and based on the price prior to the meeting, the total cost for fuel for Fiscal Year 2012 would be $1.28 million, which would be $306,000.00 more than the projected actual cost for fuel for the current fiscal yea~. He indicated that if the decision was made to not lock in with the carrier, then GRTC would continue the practice of soliciting weekly bids for fuel. President Bowers questioned where the additional money would come from if GRTC should go over its budget; whereupon, Ms. Shawver responded that if there is a known increasing cost, the options would be to reduce other expenses or look at increasing revenue, adding that the real question is whether it is best to lock in the fuel price or solicit weekly bids. Vice-President Trinkle inquired about the use of hybrid buses; whereupon, Mr. Palmer advised that approximately 80 percent of the City of Lynchburg's bus fleet were hybrids. He added that the average mile per gallon for a standard diesel bus in the City of Roanoke is 3.5 and the City of Lynchburg is averaging five to six miles per gallon for hybrid buses. He further advised that hybrid buses cost approximately $500,000.00 a piece and a standard bus cost approximately $365,000.00. He stated that Lynchburg estimates that it will take 10 years to break even on the cost of the hybrid bus versus fuel savings. He then noted that the average lifespan of a bus is 13 years. In connection with Facility Expansion Project, Mr. Palmer explained that on March 8, 2011, GRTC became the owner of real property and intends to build an auxiliary storage and maintenance facility that would accommodate approximately 10 GRTC revenue and maintenance vehicles. 126 I There being no further discussion regarding the Management Update, the President advised that the Management Letter would be received and filed. FINANCIAL OPERATING REPORT: The General Manager submitted the Financial report for the month of December 2010. (For full text, see Financial Report on file in the Secretary's Office.) Director Bingham inquired if the roughly $185,000.00 income deficit from the previous year would remain constant or fluctuate. Stephanie Giles, Director of Finance, Greater Roanoke Transit Company, explained that the difference was expected to remain constant due to reductions in subsidy from the Commonwealth of Virginia. There being no objection by the Board, the President advised that the Financial Report for the month of December would be received and filed. APPOINTMENT OF BOARD MEMBERS: President Bowers questioned ifterms of Board Members were staggered; whereupon, Sherman Stovall, Assistant Vice President for Operations, pointed out that members were appointed for one year I terms. Vice-President Trinkle inquired as to why the By-laws had been written for members to serve one year terms. The General Counsel advised that the By-laws had originally been written to accommodate Roanoke City Council Members as Board Members and any changes would require an amendment to the By-laws. Gary Tegenkamp, Assistant General Counsel, added that the By-laws only provide that there be seven board members and they be appointed by the City Council, the sole stockholder, at the Annual Stockholders meeting, which is held in June of each year. OTHER BUSINESS: OLD VIRGINIA STATION RESTORATION GRANT: Vice-President Trinkle asked about the Old Virginia Station and the $200,000.00 grant that had been received for restorations. Mr. Stovall commented that the challenge has been to make certain that all work was in compliance with all applicable regulations. Vice-President Trinkle further inquired if said grant had been designated; whereupon, Mr. Jamison informed that the grants were for both design and construction. Mr. Tegenkamp added that there were different grants which included a FTA grant, two or three VDOT grants, and an EPA grant for asbestos and lead I removal. I 127 There being no further business, the President declared the regular meeting adjourned at 1 :47 p.m. APPROVED: ATTEST: ~':;;... President I I Jonathan . Craft Assistant Secretary 128 GREATER ROANOKE TRANSIT COMPANY May 16,2011 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, May 16, 2011, at 1:00 p.m., EOC Conference Room, Room 159, 1st floor, Noel C. Taylor Municipal Building, Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors John Bingham, Nicole Hall, Mark Jamison, Consuella Caudill, David B. Trinkle and President David A. Bowers-6. ABSENT: Karen Michalski-Karney-1. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Jonathan E. Craft, Assistant Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, March 21, 2011, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted a Management Letter dated May 16, 2011, with regard to the following items: ~ Roanoke to Lynchburg Amtrak Bus Connection ~ Bus Stop Shelter Installation Developments ~ Triennial Review (For full text, see copy of Management Update on file in the Secretary's Office.) I I I I I I 129 In regards to the Roanoke to Lynchburg Amtrak Bus Connection, Mr. Palmer advised that the $150,000.00 grant approved for early June will be applied to the total amount of the project, which will reduce the local match to approximately $61,000.00. Mr. Palmer further advised that the process for the procurement of two additional vehicles had begun and plans were still on schedule to start operation of the service to the Lynchburg Amtrak station in July 2011. Vice-President Trinkle asked if new vehicles or previously owned vehicles would be purchased; whereupon, Mr. Palmer responded that the option of leasing the vehicles had been considered, however, purchasing the vehicles seemed to be the best solution since the buses could be repurposed if the service was discontinued after the first year. Vice-President Trinkle asked if it was the intent of Valley Metro to reapply for the grant again for the second year; whereupon, Mr. Palmer answered in the affirmative. Vice-President Trinkle then inquired if the intention was to get other partners on board during the second year of operation in the event the grant was not awarded. Mr. Palmer responded that it was his intention to get other localities involved in the first year of the service. Assistant Vice-President of Operations Sherman Stovall pointed out that he felt the challenge was not going to be in the startup of the service, but in the second year of operation if the number of riders did not materialize. Vice-President Trinkle asked if a name for the service had been determined and if there was a marketing plan. Mr. Palmer advised that a name had not been chosen; however, the service would be an extension of the Smartway service and they would stick closely with that brand. He added that the bus would likely be wrapped to have the appearance of a train engine. Vice-President Trinkle was glad that funds had been budgeted for marketing. Mr. Palmer concluded that some funds had been designated for that purpose. Director Bingham inquired if the $150,000.00 from the State would reduce the amount of the entire project with the local match being applied on the balance. The Assistant Vice-President of Operations explained that the language authorizing the $150,000.00 did not specify that it could be applied to the local match, adding that it should be applied to the startup of the service. He further explained that the interpretation of the Department of Rail and Public Transportation (DRPT) was that the $150,000.00 should be applied to the entire cost. 130 I Director Jamison questioned the source of the approximately $61,000.00 of additional funding; whereupon, Mr. Palmer explained that the funding would come from partners and any remaining balance would be the responsibility of the City of Roanoke. President Bowers shared that a recent AP story reported 16,810 passengers had used the train service between Lynchburg and Washington in April 2011 and Lynchburg was the 6th busiest station in 2010. He asked that the ridership on the bus service not be used to determine the number of Roanoke passengers utilizing the rail service out of Lynchburg, and also suggested that someone be at the station to survey riders to find out why they did not use the bus service. President Bowers shared a concern about parking and asked if consideration had been given to the take off point. Mr. Palmer explained that the takeoff point would be the downtown bus station at Campbell Court. The Assistant Vice- President of Operations advised that the O. Winston Link Museum was also being considered as a takeoff point because of the availability of parking and a matter of convenience. The President suggested consideration be given to the parking lot at the former location of Kroger on Orange Avenue and King Street, N. E. President Bowers asked when the first bus would run and how much advance I notice would be provided to the public. Mr. Palmer reported that a specific start date for the service had not been set, however, a press conference would be held to announce the service and the service would begin sometime in July. Assistant Vice- President of Operations pointed out that the Commonwealth Transportation Board had not yet approved funding, and therefore, there was a reluctance to determine a start date. Vice-President Trinkle asked if the Bedford stop was going to add a considerable amount of time to the overall trip. Mr. Palmer indicated the Bedford stop would be at the Visitor's Center on Route 460 and it would not add a considerable amount of time. Director Caudill questioned what type of buses would be used; whereupon, Mr. Palmer advised the buses would look similar to airport parking shuttles. President Bowers asked if passengers would have to pre-book a seat on the bus. Mr. Palmer responded no, but indicated if it became necessary, an additional bus would be used. Since it would be preferable to have free parking available, Director Jamison I pointed out that there was a fee to park at the airport and various other places, adding that a reduced or competitive rate was all that was necessary. I I I 131 With regard to the bus stop shelter installation developments, the General Manager reported that he previously had concerns about the location of some of the bus stops and their proximity to intersections. He added that those issues had been addressed and applications for permits have been filed. Mr. Palmer added that there had been some site modifications at the Valley View Mall location and those modifications were in the process of being reviewed by the management of Valley View Mall. With regard to the Triennial Review, Mr. Palmer reported that on June 23 and 24 the Federal Transit Administration would be onsite for a review of how grants and assistance were being managed. He further reported that they would be looking at grant administration milestones, projects, federal financial reports, pass through funds, the preventative maintenance program, procurement, and Title 6 compliance. Vice-President Trinkle asked about the status of the Virginia Rail Station . restoration. Assistant Vice-President of Operations Stovall explained that approval was still being sought for the abatement of lead and asbestos. Director Jamison confirmed that the work could not proceed without the approval of the Environmental Protection Agency (EPA). Gary Tegenkamp, Assistant General Counsel, reported that the EPA part was through the City's EPA grant for $200,000.00; and he and the City's Purchasing Manager Sharon Lewis had met in March to receive comments on the construction and environmental consultant procurement and the matter was still in the review process. He added that overall construction must go through VDOT's procurement process, but VDOT wanted everything to go through the City's procurement process first. There being no further discussion regarding the Management Update, the President advised that the Management Letter would be received and filed. FINANCIAL OPERATING REPORT: The General Manager submitted the financial reports for the months of January, February, and March 2011. (For full text, see Financial Report on file in the Secretary's Office.) There being no objection by the Board, the President advised that the financial reports for the months of January, February, and March 2011 would be received and filed. 132 GRTC FISCAL YEAR 2011 - 2012 OPERATING BUDGET: The General Manager submitted a written report recommending approval of the Fiscal 2011-2012 Operating Budget. (For full text, see report on file in the Secretary's Office.) President Bowers questioned if the City's portion of the GRTC budget was increasing to $471,000.00; whereupon, the City Manager answered in the affirmative. Assistant Vice-President of Operations Stovall interjected as the City began moving into the new Fiscal Year, management would be looking for ways to reduce expenditures. There being no additional comments regarding the fiscal year budget, Vice- President Trinkle moved that Fiscal 2011-2012 Operating Budget be approved. The motion was seconded by Director Caudill and adopted by the following vote: AYES: Directors Bingham, Hall, Jamison, Caudill, Trinkle and President Bowers-6. NAYS: None-O. (Director Michalski-Karney was absent.) UNFINISHED BUSINESS: APPOINTMENT OF BOARD MEMBERS: President Bowers shared that inasmuch as Director Hall would be moving out of the state, and therefore would not be able to serve another term of office on the board, and asked that members advise him if they too would be unable to serve in the coming year. OTHER BUSINESS: GRTC BOARD OF DIRECTORS MEETING SCHEDULE FOR FISCAL YEAR 2011 : President Bowers pointed out that the current schedule for the Board is every other month, and inquired if there was a time whereby the Board should meet every month. Mr. Tegenkamp indicated that there should be a meeting in January in order to authorize the General Manager to apply for all grant funds. He added that there should also be a meeting in July for the purpose of reappointing/appointing officers of the newly re-constituted Board. I I I I I I 133 President Bowers questioned if there would be meetings in June and July on the third Monday of the month at 1 :00 p.m. and if the remaining schedule would be presented at the July meeting; whereupon, Mr. Stovall answered in the affirmative. There being no further business, the President declared the regular meeting adjourned at 1 :43 p.m. APPROVED: ATTEST: David A. Bowers President 134 GREATER ROANOKE TRANSIT COMPANY June 20,2011 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, June 20, 2011, at 1 :00 p.m., EOC Conference Room, Room 159, 1 st floor, Noel C. Taylor Municipal Building, Roanoke, Virginia, pursuant to writte,n notification by the Secretary of the Corporation. PRESENT: Directors John Bingham, Consuella Caudill (arrived late), Mark Jamison, Karen Michalski-Karney, David B. Trinkle (arrived late) and President David A. Bowers-6. ABSENT: Director Nicole Hall-1. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. President Bowers recognized Ms. Hall for her service as a member of the Board of Directors for a one-year term of office. At this point, Vice President Trinkle entered the meeting (1 :02 p.m.) MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, May 16, 2011, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: I I I I I I 135 MANAGEMENT LETTER: The General Manager submitted a Management Letter dated June 20, 2011, with regard to,the following items: ~ The Smart Way Connector Service ~ Bus Stop Shelters ~ Star Line Trolley Service ~ Federal Transit Administration (FTA) Triennial Review (For full text, see copy of Management Update on file in the Secretary's Office.) In connection with the ongoing discussion regarding the Amtrak Bus Connector, the Assistant Vice President of Operations Sherma'n Stovall reported that the service schedule would be Monday - Thursday from the Roanoke Civic Center Parking Lot C, with a departure time of 5:50 a.m., to the Bedford stop located at the Visitors Center on Route 460-E. He pointed out that additional service stops were studied and considered as discussed at the May 16, 2011 Board meeting. Mr. Stovall remarked that a press release will be prepared by Thomas Becher, President, d/b/a the Becher Agency during the week of July 4,2011, to announce the introduction of the Smartway Connector on July 18, 2011 at 4:00 p.m., in front of the Noel C. Taylor Municipal Building President Bowers suggested that Vice-President of Operations share information with the viewing public during the 2:00 p.m. Council session. At this point, Director Caudill entered the meeting (1 :11 p.m.) Following additional comments, President Bowers advised that the Management Update would be received and filed. FIN~NClAL OPERATING REPORT: The General Manager submitted the financ'ial reports for the month of April 2011. ., " (For full text, see Financial Report on file in the Secretary's Office.) There being no objection by the Board, the President advised that the Financial report for the month of April 2011 would be received and filed. 136 BOARD OF DIRECTORS MEETING SCHEDULE FOR FISCAL 2012: The General Manager submitted a written report recommending approval of the following meeting dates for fiscal year 2012, commencing at 1 :00 p.m., in the Emergency Operations Conference Room, Room 159, 1 st floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, except otherwise stated: I 2011 July 18 September 19 November 21 st 2012 January 1 ih (Tuesday) March 19th May 21st June 18 - 1 :45 p.m. (For full text, see copy of report on file in the Secretary's Office.) Director Jamison offered the following resolution: "A resolution establishing a specific meeting schedule for the Board of Directors of the Greater Roanoke Transit Company (GIRTC)." (For full text, see copy of resolution on file in the Secretary's Office.) I Director Jamison moved the adoption of the resolution. The motion was seconded by Director Karney and Vice-President Trinkle and adopted by the following vote: AYES: Directors Bingham, Caudill, Jamison, Karney, Trinkle and President Bowers-6. NAYS: None-O. (Director Hall was absent.) OTHER BUSINESS: NONE. There being no further business, the President declared the regular meeting adjourned at 1 :25 p.m. David A. Bowers President ATTEST: .~m. Stephanie M. Moon ~ Secretary 'I APPROVED: ~~~- ~~/cJ ~- I I I 137 GREATER ROANOKE TRANSIT COMPANY July 18, 2011 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, July 18, 2011, at 1 :00 p.m., in the Emergency Operations Center Conference Room, Room 159, 1st 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 John Bingham, Consuella Caudill, Karen Michalski- Karney, and President David A. Bowers-4. ABSENT: Directors Nicole Hall, Mark Jamison and Vice-President David B. Trinkle-3. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Jonathan E. Craft, Assistant Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. President Bowers announced that a Press Conference w~s scheduled to be held this afternoon at 4:00 p.m., in Lee Plaza, across the street from the Municipal Building, with regard to the Smartway Bus Connector. MINUTES: Minutes of the regular meeting held on Monday, June 20,2011, was before the Board. (See copy of minutes on file in the Secretary's Office.) Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, June 20, 2011, would be dispensed with and approved as written. REPORTS OF OFFICERS: GENERAL MANAGER: 138 MANAGEMENT LETTER: The General Manager submitted a Management Letter dated July 18, 2011, with regard to the following items: I ~ The Smart Way Connector Service ~ Campbell Court Transfer Center ~ RADAR ~ FT A Triennial Review ~ Annex Light Maintenance and Storage Facility ~ Property Liability Insurance Broker Services (For full text, see copy of Management Update on file in the Secretary's Office.) THE SMART WAY CONNECTOR SERVICE: Mr. Palmer reported that service would begin at 5:50 a.m. and it would be leaving from the Civic Center. He further reported that there would be a 57 passenger bus and a 27 passenger bus available. He mentioned that the bus would make a stop in Bedford. He commented that there had been good media coverage and ten to twelve phone calls per day inquiring about the service. Mr. Palmer pointed out that he had been working on an agreement with I Amtrak for on-line reservations for the Smart Way Connector. CAMPBELL COURT TRANSFER CENTER: Mr. Palmer advised that the GRTC had executed two leases a renewal with the Better Business Bureau and a new lease with Sole II Soul Shoe Salon, LLC. He further advised that plans were underway to replace the roof at the Campbell Court Transfer Center and an IFB would be issued within the coming weeks. RADAR: Mr. Palmer explained that the GRTC had extended its contract for 30- days in order to allow additional time to negotiate compensation rates for Fiscal 2012. Sherman M. Stovall, Assistant Vice-President of Operations, interjected that RADAR's proposal to extend the lease for another year was unacceptable, but would seek proposals for the service in the fall. FEDERAL TRANSIT AUTHORITY TRIENNIAL RIEVIEW: Mr. Palmer pointed out that there were only two findings -- a more descriptive narrative for grant milestone reporting requirements and references to a specific vehicle type should be eliminated when notifying private transportation providers of request for charter services and a procedure for ensuring services should be established. He added that GRTC was in the process of engaging a firm to provide specifications for the design and construction for a light maintenance and storage facility. I I I I 139 The General Manager explained that GRTC could save $44,000.00 in brokerage fees by working with two different firms for healthcare, adding that Willis of Virginia in Norfolk had been selected as its broker of record, effective July 6,2011. Lastly, he reported that effective September 1, 2011, GRTC would withdraw from the Virginia Transit Liability Pool (VTLP). There being no additional comments, President Bowers advised that the Management Update would be received and filed. FINANCIAL OPERATING REPORT: The General Manager submitted the financial report for the month of May 2011. (For full text, see Financial Report on file in the Secretary's Office.) After a brief discussion, the President advised that the financial report for the month of May 2011 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 the Board 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 qualified. (See report on file in the Secretary's Office.) Director Bingham placed the following titles in nomination: Mayor of the City of Roanoke as President; Roanoke Assistant City Manager for Operations as Assistant Vice-President of Operations; and Roanoke City Attorney as General Counsel and Registered Agent. Director Caudill placed the following titles in nomination: Vice-Mayor of the City of Roanoke as Vice-President; Roanoke City Clerk as Secretary; and Roanoke City Director of Finance as Treasurer. Director Karney placed the following titles in nominati~m: Roanoke City Manager as Vice-President of Operations; and Roanoke City Deputy City Clerk as Assistant Secretary. 140 There being no further nominations, the above referenced positions were elected for terms commencing July 19, 2011 and ending June 30, 2012, by the following vote: FOR ALL NOMINEES: Directors Bingham, Hall, Jamison, and President Bowers-4. (Directors Hall, Jamison and Vice-President Trinkle were absent.) OTHER BUSINESS: BOARD MEMBER: Gary Tegenkamp, Assistant City Attorney, advised that Director Hall had agreed to stay on the GRTC Board of Directors until the position could be filled. SMARTWAY CONNECTOR: Director Caudill inquired if GRTC required a small child to be placed in car seat while commuting on the Smartway Connector bus, and if there was a fee; whereupon, Mr. Palmer stated that there was no charge for children under the age of five to ride a Valley Metro Bus, which included the Smart Way Connector, and all small children should be held by the parent. . There being no further business, the President declared the regular meeting adjourned at 1 :36 p.m. APPROVED: ATTEST: David A. Bowers President I I I I I I 141 GREATER ROANOKE TRANSIT COMPANY September 19, 2011 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, September 19, 2011, at 1 :00 p.m., in the Emergency Operations Center Conference Room, Room 159, 1st 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 John Bingham, Karen Michalski-Karney, David B. Trinkle and President David A. Bowers-4. ABSENT: Directors Consuella Caudill, Nicole Hall, and Mark Jamison-3. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Joel Gardner, Interim Assistant General Manager, Valley Metro. The President declared the existence of a quorum. President Bowers recognized Kevin Price, new Assistant General Manager of Valley Metro, from First Transit. He commented that Mr. Price previous worked with the Regional. Transit District in Inglewood, Colorado, had began his career with BlacksQufg Transit, and had extensive background.in transit operations. Sherman Stovall, Assistant Vice-President for Operations, introduced Joel Gardner, Interim Assistant General Manager. He also noted that Kevin Price was hired to replace Leon Alder, former Assistant General Manager, and would be assuming his duties within the next 45 days. MINUTES: Minutes of the regular meeting held on Monday, July 18,2011, was before the Board.~~ (See copy of minutes on file in the Secretary's Office.) Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, July 18, 2011, would be dispensed with and approved as written. 142 I REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT LETTER: The Interim Assistant General Manager submitted the Management Letter dated September 2011, with regard to the following items: ~ The Smart Way Connector Service o Results were pleasing, with an average of 35 passengers daily, and continues to rise above estimate. Around 50% were utilizing the services to connect with the Amtrak and others were utilizing it for shopping or business in Lynchburg; and the survey will be ongoing until further notice. ~ Campbell Court Transfer Center o The Better Business Bureau (BBB) decided to terminate its lease at the end of September. Problems with leaks in the building and HV AC system. Campbell Court Space challenging when it comes to leasing space. Steps being taken to address available lease space, i.e., working with the City's Economoc Development Department to market space, and securing a commercial real estate firm to show available space. ~ RADAR o Reached an agreement with Radar to extend current contract for transfer service until the end of June with a rate increase of 7%, which will be spread out over 6 months. It took 3-4 months to reach an agreement with Radar. The goal is to make it through fiscal year 2012, then bid service in 2013. IUs a concern to be competitive with the service in order to secure the lowest bid. There will be other issues addressed with new bid as well. ~ Bargaining Unit Contract o Notified Board of the intent tore-negotiate the contract. Items involved have not yet been specified, however, it may have to do with the budget, and financial outlook. Mr. Palmer has been very pro-active in the situation and information will be shared as quickly as possible concerning the issue. I (For full text, see copy of Management Update on file in the Secretary's Office.) Following brief discussion of each abovementioned item, President Bowers advised that the Management Update would be received and filed. I I I I 143 FINANCIAL OPERATING REPORT: Interim Assistant General Manager submitted the Financial report for the month of June 2011. (For full text, see Financial Report on file in the Secretary's Office.) After a brief discussion of the GRTC financials for FY11, President Bowers asked that the information be shared with City Council. Following additional comments by the Board, the President advised that the financial report for the month of May 2011 would be received and filed. PRESENTATIONS WITH REGARD TO RIDERSHIP TRENDS AND SERVICE ANALYSIS AND COST EFFICIENCY STUDY: Mr. Gardner shared information with regard to the transition of the Assistant General Manager position and assessed some trends with the transit system in Roanoke. Mr. Gardner also shared the following information with the Board: Greater Roanoke Transit Company Ridership Trends . GRTC 3-Year Ridership Trend Fixed Route (Total Fixed Route) o FY09 - 2,239,298 o FY10 - 2,102,852 o FY11 - 1,935,373 . GRTC 3-Year Ridership Trend Smart Way Only (Total Smart Way) o FY09 - 61 ,960 o FY10 - 56,063 o FY11 - 69,416 . GRTC 3-Year Ridership Trend Trolley Only (Total Trolley) o FY09 - 83,425 o FY10 -151,883 o FY11 - 126,769 Greater Roanoke Transit Company Service Analysis and Cost Efficiency Study . Budget Development Overview o For fiscal 2010, City of Roanoke subsidy reduced in the amount of $248,404.00 · Increased the Smart Way cash fare from $3.00 to $4.00 and monthly pass from $100.00 to $120.00; · Eliminated peak service (30 minute frequency to 60 minute . frequency) for routes 61/62 (Brambleton and Red Rock) and 41/42 (Southeast Roanoke); · Reduced operating expenses. 144 o For fiscal 2011, City of Roanoke subsidy was level funded · Implemented a $.75 student fare; o For fiscal 2012, the City of Roanoke subsidy, increased in the amount of $478,000.00 · This action mitigated the need for adjustments in core services · Eliminated College Express services . Cost Drivers for 2012 Budget o Increase in fuel costs = $260,184.00 o Increase in utilities cost = $32,272.00 o Increase in health care costs = $132,264.00 . Problem Statement o It is anticipated that there will continue to be cost pressures with the development of the FY2013 budget. . Efficiency Study Goal Statement o Identify cost saving efficiencies through a service analysis study that will: · Identify service delivery efficiencies that will result in operating cost savi ngs · Establish a timeline for planning and implementing identified cost saving measures . Efficiency Study Outline o Phase I: September - December 2011 o Phase II: January - June 2012 · Implement short term measures · Complete Phase II of study with recommended long term cost saving measures and implementation schedule o Phase III July 2012 - June 2013 · Implement long term measures · Modify and adjust short term measures (See copy of powerpoint presentation on file in the City Clerk's Office.) Discussion held with regard to expansion of routes in region. Mr. Hackworth , reported on agreement between Valley Metro and Virginia Western Community , ColI~ge, stating that the Board was delighted with the agreement which dealt with the lack of parking on the campus. In addition, Mr. Stovall noted that Valley Metro was trying to be proactive with the bus service by working with neighboring jurisdictions and was also making drastic changes to stay ahead. There being no further comments, the President advised that the presentation would be received and filed. . I I I I I I 145 OTHER BUSINESS: BOARD MEMBER: The President called attention to the vacancy on the Board created by the expiration of term of office by Nicole Hall on June 30, 2011 ;whereupon, he opened the floor for nominations. Vice-President Trinkle offered the name of Curtis Mills. There being no further nominations, Mr. Mills was appointed as a Board member for a term ending June 30, 2011 by the following vote: FOR MR. MILLS: Board Members Bingham, Michalski, Trinkle and President Bowers-4. BUS SHELTER: Ms. Silverine James, 1140 Thomas Avenue, N. W., appeared before the Board and inquired about the status of the bus shelter at the Walmart Store atValley Mall. Following discussion of the matter, it was stated that a report would be provided at the next GRTC meeting, which will be held on Monday, November 21, 2011. President Bowers requested that Ms. James be contacted and information shared. ROANOKE CENTRE FOR INDUSTRY AND TECHNOLOGY: President Bowers shared a comment from an employee at the Roanoke Centre for Industry and Technology located on Blue Hills Drive, N. E., off of Route 460 East, that the bus line only goes to the McDonalds Restaurant at the intersection of King Street and Orange Avenue (Route 460 East). President Bowers questioned if it was possible to have a shuttle for riders to have direct access to their jobs at the Roanoke Centre; and asked if the matter could be studied. Mr. Stovall answered in the affirmative. There being no further business, the President declared the regular meeting adjourned at 1 :36 p.m. APPROVED: ATTEST: ~--:;;. - President ~ In. rYlO<>--.) Stephanie M. Moo~ Secretary 146 GREATER ROANOKE TRANSIT COMPANY November 21, 2011 I 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, November 21, 2011, at 1 :00 p.m., in the Emergency Operations Center Conference Room, Room 159, 1 st 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 John Bingham, Consuella Caudill (arrived late), Mark Jamison, Karen Michalski-Karney, David B. Trinkle and President David A. Bowers-6. ABSENT: Director Curtis E. Mills-1. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; Carl Palmer, General Manager, Valley Metro; and Kevin Price, Assistant General Manager, I Valley Metro. The President declared the existence of a quorum. President Bowers announced that Director Curtis Mills had a meeting conflict and would not be present; however, he looked forward to working with Mr. Mills. President Bowers also wished everyone a happy Thanksgiving and a nice holiday season. MINUTES: Minutes of the regular meeting held on Monday, September 19, 2011, was before the Board. (See copy of minutes on file in the Secretary's Office.) Without objection by the Board, the President advised that the reading of the minutes of September 19 meeting would be dispensed with and approved as written. REPORTS OF OFFICERS: GENERAL MANAGER: I MANAGEMENT LETTER: The General Manager submitted the Management Letter dated September 2011, with regard to the following items: I I I 147 ~ The Smart Way Connector Service o Results were pleasing, with an average of 35 passengers daily, and the second customer service survey had been conducted with approximately 80% of the responses being "Very Good" across seven categories. ~ RADAR Service o In the process of releasing an RFP in January 2012, with a goal of a contractor being selected in April 2012 and providing service in July 2012. ~ Bargaining Unit Contract o Met with representatives of the Amalgamated Transit Union on October 25 and 26, 2011. Nothing substantive occurred, except proposals were exchanged and parties agreed to resume negotiations on November 29 and 30, 2011. ~ Shelter Project at Valley View Mall o BelklSears site shelter at Valley View Mall and the Smart Way Connector shelter at the Civic Center completed. Discussion continues on the Valley View Wal-Mart shelter. ~ Grant Management o DRPT had completed a client's audit of the grants management procedures. o In August, DRPT had asked that an amendment be made to the Grants Management contract granting them authority to make appointments to transit boards. ~ Cost Reduction Measures o Progress had been made regarding ordering and conservation of fuel, with a possible savings in the amount of $40,000.00. o Goal of possible savings in the amount of $250,000.00 by changing procedures for inventory retention and using fuel efficient vehicles. (For full text, see copy of Management Update on file in the Secretary's Office.) In regard to the Smart Way Connector bus, President Bowers noted that passengers were complaining about the late arrival of the bus to pick up passengers from the train station. Mr. Palmer explained that the bus was currently scheduled to arrive 10 minutes after the train's arrival; however, he would 'revisit the matter and report his findings to the Board. Mr. Palmer also mentioned that he was currently working with the City of Lynchburg on the installation of a sign directing passengers to the Smart Way bus stop. 148 At this point, Director Caudill arrived to the meeting (1 :07 p.m.) I Referring to the Bargaining Unit Contract item, Mr. Palmer advised that the current contract had expired on September 30, 2011, and an amendment had been executed granting an extension through November 30, 2011, and that there were no concerns regarding the extension. With regard to the Wal-Mart shelter at Valley View Mall, the General Manager advised that Valley Metro was considering relocating the shelter from along side of Wal-Mart to the front of O'Charley's Restaurant on Valley View Boulevard. Board Member Jamison asked that caution be taken when determining the relocation of the Wal-Mart shelter and offered the assistance of the City of Roanoke's Traffic Engineering Department. Board Member Bingham asked about a completion date; whereupon, Mr. Palmer answered that he was uncertain of the timeframe because the proposed site has to be approved, thereafter, the procurement process and then actual construction. Board Member Bingham advised that appropriate expectations should be expressed about the time-frame for completion of such projects. Pertaining to grants management, Mr. Palmer advised that an amendment had I been made to the Grants Management contract with the DRPT which allowed the DRPT to make appointments to transit boards, subject the Bylaws of the GRTC. Mr. Stovall had done additional research on the issue and advised that it appeared the DRPT was attempting to gain a seat on the Metro Transportation Board and had discussions with the Northern Virginia Transportation Commission. Mr. Palmer advised that many areas were being examined to see if reductions in costs could be realized; and changes were being made to the bus washing program for a cost savings of $6,000.00 per year. Mr. Stovall added that riding efficiencies were being studied and recommendations should be presented after the start of the calendar year. President Bowers suggested that any changes to scheduling or routes be advertised well in advance in order to allow an opportunity for public input. There being no further comments by the Board members, President Bowers advised that the Management Update would be received and filed. FINANCIAL OPERATING REPORTS: The General Manager submitted the financial reports for the months of July - September 2011. (For full text, see copies of the Financial Reports on file in the Secretary's Office.) I I I I 149 After a brief discussion of the GRTC financials for July - September 2011, President Bowers advised that the financial reports would be received and filed. KPMG AUDIT REPORT: Drew Harmon, Municipal Auditor of the City of Roanoke, shared the results of KPMG's financial statement audit for Fiscal Year ended June 30, 2011. (For full text, see copy of documents on file in the Secretary's Office.) \ The President advis~d that the communication from KPM!3 with regard to the audit ending June 30, 2011; and the overview and analysis for financial activities for years ending June 30, 2011 and 2010 would be received and filed. OTHER BUSINESS: NONE. There being no further business, the President declared the regular meeting adjourned at 1 :29 p.m. APPROVED: ATTEST: ~.mat>yJ Stephanie M. Moon '--.,. Secretary ~.. ~-...r--~ ... -- ---...... David A. Bowers President 150 GREATER ROANOKE TRANSIT COMPANY January 17,2012 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by Vice-President David B. Trinkle on Tuesday, January 17, 2012, at 1 :00 p.m., in the Council's Conference Room, Room 451, 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 John Bingham, Consuella Caudill, Mark Jamison, Karen Michalski-Karney, Curtis E. Mills and Vice-President David B. Trinkle-5. ABSENT: President David A. Bowers-1. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Timothy R. Spencer, Acting General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The Vice-President declared the existence of a quorum. Vice-President Trinkle welcomed everyone to the meeting. He then recognized Director Mills who was attending his first meeting and Timothy Spencer who had recently been appointed as Acting City Attorney and would be acting as General Counsel for the GRTC. MINUTES: Minutes of the regular meeting held on Monday, November 21, 2011, was before the Board. (See copy of minutes on file in the Secretary's Office.) Without objection by the Board, the Vice-President advised that the reading of the minutes of the regular meeting held on Monday, November 21, 2011, would be dispensed with and approved as written. I I I I I I 151 REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted a Management Letter dated January 17, 2012, with regard to the following items: ~ The Smart Way Connector Service ~ STAR Complementary Paratransit Service ~ Shelter Project ~ Grants Management Audit ~ Federal Transit Administration Notification: FY 2009 and FY2010 Audit ~ Efficiency and Cost Reduction Measures (For full text, see copy of Management Update on file in the Secretary's Office.) THE SMART WAY CONNECTOR SERVICE: Director Jamison asked how many people were utilizing the connection service; whereupon Mr. Palmer advised that the service was averaging 30 to 35 passengers per day and a great majority of those riders were specifically using the service to gain access to the train. Mr. Palmer explained that a funding for the bus connector was being utilized through a 53-11 Rural Connection Grant for the purpose of connecting service to other population centers. He added that the service could not be used exclusively as a train connection; therefore, the schedule for the connector had to be aligned with the normal bus schedule. Director Jamison suggested that the qualifying information regarding the grant be included in the report. The Assistant Vice-President for Operations interjected that any schedule changes would be made in July so that all publications could be reprinted after the start of the new Fiscal Budget year. Director Bingham questioned if there was proper signage directing arriving train passengers to the Smart Way Connector and informing them of hours of operation. Mr. Palmer remarked that the time was currently not shown on the signage, but he would work with the City of Lynchburg officials to have the information added. Vice-President Trinkle commented that although the train had normally been on time, he questioned if there were statistics on the number of times it had been late. Mr. Palmer explained that the train had been late only between 7 to 10 percent of the time. THE STAR COMPLEMENTARY PARATRANSIT SERVICE: Mr. Palmer advised that the Request for Proposals (RFP) would be issued for the Star Paratransit Service by the end of January 2012. . 152 THE SHELTER PROJECT: Mr. Palmer indicated that bus shelters would be I installed at the Morningside Apartments and Indian Rock Village Housing Development by the end of January 2012, adding that challenges still existed regarding the placement of a shelter at Valley View Mall. THE GRANTS MANAGEMENT AUDIT: Mr. Palmer reported that the Virginia Department of Rail and Public Transportation (DRPT) had conducted a grant compliance audit and cited seven discrepancies. Vice-President Trinkle inquired if the final amount to be refunded because of ineligible furniture and travel expenses was of $29,313.00. Mr. Palmer commented that he was reluctant to specify the final amount because he had not received the final report. Vice-President Trinkle questioned when work would begin on the roof of the Virginia Railroad Station. Director Jamison responded that bids had been opened in December 2011 and all of the FT A, VDOT and City grants had been approved and no definite date could be provided; however, the project was moving forward. THE FEDERAL TRANSIT ADMINISTRATION NOTIFICATION - FY09 AND FY10: Mr. Palmer advised that a notice had been received from the Federal Transit Administration on December 14, 2011, advising that the GRTC would be required to I repay $805,003.00 due to findings cited by an external audit conducted by KPMG"in respect to the procurement of health insurance and motor fuel. He further stated that Valley Metro staff has been working with First Transit to prepare a response contesting the repayment. Mr. Stovall added that the fines were not new and Valley Metro had been working with legal counsel to aggressively defend its position to have the fines mitigated. Vice-President Trinkle questioned if. the $805,003.00 was a penalty alone; whereupon, Mr. Stovall explained that the amount represented the FT A's share of the expenses associated with the health care contract of FY2009 and FY2010 and the motor fuel procurement for FY2009. Director Mills inquired if the $805,003.00 represented the amount that should have been paid versus the amount paid. Mr. Stovall indicated that the $805,003.00 was the total cost of the procurement based on the FTA's share of the total expense. Mr. Stovall explained that the findings were technical violations and evidence could be provided to show the health insurance broker had obtained proposals from the market place, adding that the other findings involved the omission of certain specific clauses that should have been part of the procurement. I I I I 153 EFFICIENCY AND COST REDUCTION MEASURES: Mr. Palmer reported that staff was currently working to find cost reductions in operating the fixed facility and bus service. He said that recommendations would be presented at the March meeting. Mr. Stovall indicated that most of the March meeting would be used to focus on recommendations for service efficiencies. There being no additional comments, Vice-President Trinkle advised that the Management Update would be received and filed. Ms. Silverine James, 1140 Thomas Avenue, N. W., Roanoke, Virginia 24017, once again appeared before the Board in connection with the construction of a bus shelter at Valley View Mall, stating that the shelter should be built and efforts should not be prolonged. In response, Mr. Stovall reported that staff has continued to be as diligent as possible. FINANCIAL OPERATING REPORT: The General Manager submitted the Financial reports for the months of October and November 2011. (For full text, see Financial Report on file in the Secretary's Office.) After a brief discussion, the Vice-President advised that the Financial reports for the months of October and November 2011 would be received and filed. FEDERAL TRANSIT ADMINISTRATION OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FY2012-2013: The General Manager submitted a written report recommending authorization to file applications requesting the maximum operation and capital financial assistance from FTA and VDRPT for fiscal Year 2012-2013, subject to approval by legal counsel. (For full text, see copy of report on file in the Secretary's Office.) Director Caudill offered the following resolution: "A Resolution authorizing the filing of applications and the acceptance and execution of appropriate agreements for operating and capital financial assistance for Fiscal Year 2012-2013 with the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation upon certain terms and conditions" (For full text, see copy of resolution on file in the Secretary's Office.) 154 Director Caudill moved the adoption of the resolution. The motion was seconded by Director Michalski-Karney and adopted by the following vote: I AYES: Directors Bingham, Caudill, Jamison, Mills, Michalski-Karney and Vice- President Trinkle-5. . NAYS: None-O. (President Bowers was absent.) APPOINTMENT OF BUDGET REVIEW COMMITTEE: The Vice-President called attention to the appointment of certain members of the Board and staff to serve as the Fiscal Year 2011-2012 Budget Review Committee and opened the floor for nominations. Director Jamison offered the following names: Sherman Stovall, Assistant Vice-President of Operations; Ann Shawver, Treasurer; and Directors John Bingham and Curtis Mills. There being no further nominations, the nominatoons were closed and the motion was seconded by Vice-President Trinkle and adopted. ANNUAL MEETING OF GRTC STOCKHOLDERS: The Secretary submitted a I communication recommending that the Annual Meeting of the Greater Roanoke Transit Company Stockholders be held on Monday, June 18, 2011, at 1 :30 p.m., in the City Council Chamber. (See copy of communication on file in the Secretary's Office.) Director Bingham moved that the Board concur in the recommendation. The motion was seconded by Director Jamison and adopted. OTHER BUSINESS: NONE. There being no further business, the President declared the regular meeting adjourned at 1 :31 p.m. APPROVED: ATTEST: ~m. Stephanie M. M~ Secretary I 155 GREATER ROANOKE TRANSIT COMPANY March 19, 2012 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 19, 2012, at 1:00 p.m., in the EOC Conference Room, Room 159, 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 John Bingham, Consuella Caudill, Mark Jamison, Karen Michalski- Karney, Curtis E. Mills, David B. Trinkle and President David A. Bowers -7. ABSENT: None -0. Also present were Christopher P. Morrill, Vice - President of Operations, Greater Roanoke Transit Company; Timothy R. Spencer, Acting General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. President Bowers welcomed everyone to the meeting. MINUTES: Minutes of the regular meeting held on Tuesday, January 17, 2012, was before the Board. (See copy of minutes on file in the Secretary's Office.) Without objection by the Board, the reading of the minutes of the regular meeting held on Tuesday, January 17, 2012, was dispensed with and approved as written. REPORTS OF OFFICERS: GENERAL MANAGER: 156 MANAGEMENT LETTER: The General Manager submitted a Management Letter dated March 19, 2012, with regard to the following items: " > The Smart Way Connector Service ➢ Shelter Project Federal Transit Administration Notification: FY 2009 and FY2010 Audit (For full text, see copy of Management Update on file in the Secretary's Office.) With regard to the Connector Service, President Bowers questioned whether a reservation process would be in place within 90 days; whereupon, Mr. Palmer replied that the process was slow, with no responses having been received from Amtrak within the past two months. Sherman M. Stovall, Assistant Vice - President for Operations, interjected that ridership had not been adversely affected by the lack of an online reservation system; however, hoped a solution would be in place by the first of June. Following discussion, the Management Update was received and filed. FINANCIAL OPERATING REPORTS: The General Manager submitted the .., Financial reports for the months of December 2011 and January 2012. J (For full text, see Financial Reports on file in the Secretary's Office.) After a brief discussion, the Financial Reportsfor December2011 and January 2012 were received and filed. SERVICE ANALYSIS AND COST EFFICIENCY: Kevin Price, Assistant General Manager, gave the following presentation: Service Analysis and Cost Efficiency Study 4w ➢Tasks Completed; Random bus stop level ridership by frequency of use • Sample mock routing modification based on bus stop level ridership and population density ✓Data compiled by Roanoke Valley- Alleghany Regional Commission(RVARC) Service Analysis and Cost Efficiency Study To avoid unintended adverse consequences of forging route structure changes permanently, further existing conditions analysis is required prior to framing system wide service modifications resulting in efficiencies and cost savings. Therefore, the following tasks will be undertaken' r Address ridership Information gaps l n re ruhm bus stop level study; J A—x acces9nmty4anaards survey trip purpese by service eei.r ❑ rumumine level of follow -up required Assess productivity of current possenger generators, i.e. Valley View Mall, Downtown Poanoke; e Identify transit service environmental changes e Ticks to take place over the next six to nine months 157 158 Service Analysis and Cost Efficiency Study ➢To date, the following, low impact, measures have been implemented...., Water Conservation — Wash transit buses every other day. Annual savings - $2,000 System -Wide Fuel Saving Awareness Campaign Annual savings - $15,000 Service Analysis and Cost Efficiency Study Assign More Fuel Efficient Vehicle on Saturday Smart Way Service vmide Miles Per fuel Cost Per run, ted Par Annual LUel Gollo^IMPGI Round rriplsop psrowm =r / +P co :gsemm.nl miieg o+wl Wk.e^^WsNrp eS.OMPG -$3430 per 4ip '.- $333.W - $16,]96 . Based on level of ridership, use of BOC will not diminish service quality. Service Analysis and Cost Efficiency Study Service Analysis and Cost Efficiency Study GRTC fixed route has an average fare box recovery rate of 28% system wide Service Analysis and Cost Efficiency Study r Conducted Evaluation of Service by Fare Box Recovery % Saturday Service Beginning service One (1) Hour Later v Service would start at 6:05am, nstead of 5:05am � An average of 7 passenger, ,,!cute affeted Ending Service One(1) Hour Earlier v Service would end at):G5pm, instead 8 45p I An average of 6.3 passengers per route affected Impac4 3.5 %ef total 5atu!day ridmzhip 'e Result in savings of $66,118 with no impact on Valley Metro staff v 159 .,�., cl- un Service Analysis and Cost Efficiency Study r Conducted Evaluation of Service by Fare Box Recovery % Saturday Service Beginning service One (1) Hour Later v Service would start at 6:05am, nstead of 5:05am � An average of 7 passenger, ,,!cute affeted Ending Service One(1) Hour Earlier v Service would end at):G5pm, instead 8 45p I An average of 6.3 passengers per route affected Impac4 3.5 %ef total 5atu!day ridmzhip 'e Result in savings of $66,118 with no impact on Valley Metro staff v 159 160 Service Analysis and Cost Efficiency ^ Study ' Weekday Service Ending Weekday Service One( l) Hour Earlier Service would end at 7:45pm, instead 8:45pm An average of 8.5 passengers per route affected • Impacts 1.5% of Weekday ridership 'v Result in savings of $152,326 with no impact on Valley Metro staff (See copy of presentation on file in the Secretary's Office.) T Mr. Stovall remarked that service efficiencies would be achieved on the expenditures side in an attempt to avoid restructuring the fare schedules. Director Caudill stated that MCI buses had been chosen for the Smartway Connector service because of their ability to withstand wear and tear. She questioned how the proposed use of 15 passenger buses on Saturdays would affect their longevity; and if 15 passenger buses would be integrated into the regular bus system or be used only on weekends. Mr. Palmer answered that the 15 passenger buses would sustain wear and tear based on the amount of time they would be in use; and the 15 passenger buses would only be utilized on weekends unless there was an uncharacteristic downtime. Vice - President Trinkle inquired if the efficiency study would be ongoing and whatwould happen if efficiencies for a route were identified; whereupon, Mr. Stovall answered that the efficiencies in routing would be reviewed, and a recommendation would be brought back to the Board. Vice - President Trinkle also raised a question as to whether or not all route changes would be addressed at one time; whereupon, the Assistant Vice - President for Operations answered in the affirmative. Vice - President Trinkle asked if there had been a decline in ridership on the Smartway Bus since Virginia Tech Carillon Research Institute (VTCRI) had started providing a shuttle to Virginia Tech's main campus in Blacksburg. Mr. Palmer responded that there had not been a decline in ridership. 161 Director Jamison questioned if routes could be developed to bypass Campbell Court; whereupon, the General Manager said that it would be difficult to arrange routes outside of the hub, adding that options could be considered. Director Jamison commented that ridership might increase if passengers did not have to come downtown to transfer in order to travel to their destination. He suggested a survey be used to determine the destinations of the riders. OTHER BUSINESS: NONE. There being no further business, President Bowers declared the regular meeting adjourned at 1:47 p.m. APPROVED: David A. Bowers President ATTEST: Stephanie M. Moon Secretary 162 GREATER ROANOKE TRANSIT COMPANY May 21, 2012 -" 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, May 21, 2012, at 1:00 p.m., in the EOC Conference Room, Room 159, 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 Mark Jamison, Karen Michalski - Karney, David B. Trinkle and President David A. Bowers 4. ABSENT: Curtis E. Mills -1. Also present were Christopher P. Morrill, Vice - President of Operations, Greater Roanoke Transit Company; Timothy R. Spencer, Acting General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Jonathan E. Craft, Assistant Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. President Bowers welcomed everyone to the meeting. MINUTES: Minutes of the regular meeting held on Monday, March 19, 2012, was before the Board. (See copy of minutes on file in the Secretary's Office.) Without objection by the Board, the reading of the minutes of the regular meeting held on Monday, March 19, 2012, was dispensed with and approved as written. REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT LETTER: The General Manager submitted a Management Letter dated May 21, 2012, with regard to the following items: ➢ The Smart Way Connector Service ➢ Shelter Project ➢ Change in GRTC's Grant Assistance Status 163 ➢ STAR Service ➢ Salem Service (For full text, see copy of Management Update on file in the Secretary's Office.) Mr. Palmer advised that the Smartway Connector service was holding its own with an average of 38 riders per day. He further advised that Amtrak had placed a link on their website to the Smartway Connector service website and an online reservation system was in the works. Mr. Palmer stated that the online system would not only allow for accommodating an unusually high number of riders in a day but it would also provide a means of reporting ridership. Sherman M. Stovall, Assistant Vice- President of Operations, commented that the Department of Rail and Public Transportation had made FY2013 funding contingent upon an online reservation system being in place. He further commented that the DRPT had stipulated that funding not be requested for the Connector Service past FY2013. Mr. Stovall said that lobbying efforts would have to be intensified so that funding would not be lost in FY2014. He indicated that the City of Richmond had also been impacted by similar requests by the DRPT. President Bowers questioned if the ten thousandth passenger had already ridden the connector service; whereupon, Mr. Palmer responded that they had. President Bowers advised that he thought it was important to continue to promote the service and it might be a good idea to recognize the fifteen thousandth or twenty thousandth passenger. With regard to the shelter project at the Valley View Wal -Mart, Mr. Palmer said that Sears' corporate office initially said that they did not want a bus shelter installed but they had subsequently agreed to look at the site plan. Mr. Palmer indicated that Wal -Mart had not yet responded. Vice - President Trinkle questioned if the City owned property in the area; whereupon, Mr. Stovall advised that the Wal -Mart and Sears sites were privately owned. He further advised that assistance had been requested from Valley View Mall Management but they had informed that the site was privately owned and there was little they could do. Director Karney questioned if it would be beneficial for non - profits to write letters. Mr. Palmer answered that he would welcome any help he could get. Council Member Price stated that it was disrespectful to not acknowledge all citizens and she offered her assistance in resolving the matter. Mr. Stovall remarked that if the shelter area was in the public right -of -way, the shelter would be up and done. He pointed out that there had been a request for a drop -off point at the Salem Wal -Mart and it had been accommodated. He indicated that the difference was that it was in a public right -of -way. 164 Director Jamison questioned if there was more liability if a shelter existed on a route; whereupon, Mr. Palmer explained that he did not think the matter was a liability issue but was just a general resistance to bus riders. He further explained that the delay in constructing the shelter could be attributed to the private ownership of the retail outlets. Vice - President Trinkle inquired if there were ADA requirements for providing shelters; whereupon, Mr. Palmer advised that there were no requirements to provide the shelters but if they were built they must be in compliance with ADA requirements. Mr. Palmer reported that the Federal Transit Administration had informed Valley Metro that beginning in FY2014 they would no longer be eligible for assistance from the Federal Government because the urbanized area surrounding Roanoke had surpassed 200,000 residents. He said that based on FY 2013 numbers, the impact would be approximately $1.8 million. Mr. Palmer explained that there were other avenues for revenue but the amount would be small in comparison to the loss and could only be used for preventative maintenance. He further explained that there had been a precedent in his previous experience and the FTA allowed the funding amount to be frozen at the current rate for two years with twenty five percent reductions in the subsequent years. Mr. Palmer said that he would ask that a 100 ^ percent waiver be granted based on the operating costs and the unchanged service area. - Vice - President Morrill explained that the funding was being lost for an area that was served because of suburban sprawl in an area that was not served. Vice - President Trinkle questioned when requests for waivers should be initiated. Mr. Stovall advised that action had already begun and a letter to Congressman Bob Goodlatte had been drafted asking for his assistance in seeking a waiver. Mr. Stovall indicated that while there was no precedent for a full waiver, a full waiver would be requested and short of that, a phased implementation would be requested. Vice-President Trinkle questioned if some funds would be available under the new Transportation Management Area (T.M.A.) status; whereupon, Mr. Palmer advised that there would be some funding available but it was not clear as to how much. Mr. Palmer reported that an RFP had been issued in April and proposals were to be returned by May 29 for the STAR service. He further advised that there should be a new contract and service in place by September. Mr. Palmer reported that in tandem with the new service, new guidelines would be considered for determining the eligibility of participants. ^ 165 In regards to Salem service, Mr. Palmer indicated that the City of Salem had requested an extension of the current service to include the Salem Wal -Mart. He further indicated that consideration had been given to a service design that would allow for an extension to the Wal -Mart and would allow for other stops while staying within the same cost structure. He elaborated that the City of Salem would ultimately have to approve the plan. Following a brief discussion, the Management Update was received and filed. FINANCIAL OPERATING REPORT: The General Manager submitted the Financial reports for the month of March 2012. (For full text, see Financial Report on file in the Secretary's Office.) The Financial Report for March 2012 were received and filed. GRTC FISCAL YEAR 2012 — 2013 OPERATING BUDGET: Mr. Palmer advised that the recommended budget totaled approximately $9 million, an increase of three percent over Fiscal Year 2012, but the City subsidy would remain the same. He noted that an increase of eight percent on passenger fares and a possible increase of 13 percent in advertising would positively affect the receivable side of the budget. He further noted that an increase in medical and dental expenses was expected. Mr. Stovall pointed out that Valley Metro had entered into a fuel purchase contract for Fiscal Year 2013 and the contract would provide stability in fuel costs. He also pointed out that there would be no change in the level of service or change in the level of City subsidy. There being no additional comments regarding the fiscal year budget, Director Michalski - Karney moved that the proposed Fiscal 2012 -2013 Operating Budget be approved. The motion was seconded by Director Jamison and adopted by the following vote: AYES: Directors Jamison, Michalski - Karney, Trinkle and President Bowers -4. NAYS: None -0. AUDIT FINDINGS —INVESTIGATION GREATER ROANOKE TRANSIT COMPANY FURNITURE REPLACEMENT PROJECT: Troy Harmon, Municipal Auditor, advised that a follow -up investigation had been performed to determine if audit recommendations had been effectively executed and satisfactorily resolved, that a written code of conduct had been put in place. 166 Mr. Stovall explained that he would be responsible for reviewing the General Manager's credit card statements and supporting documentation; and Valley Metro would be adopting a travel policy similar to the City of Roanoke's policy. (For full text, see Audit Findings Follow Up— Investigation Greater Roanoke Transit Company Furniture Replacement Project, dated January 24, 2012, on file in the Secretary's Office.) There being no further discussion, the Audit Findings Follow Up Findings were received and filed. GRTC VACANCIES: In connection with the resignations of Directors John Bingham and Consuella Caudill being accepted by the Council, sole GRTC Stockholder, Vice - President Trinkle questioned if the Vice -Mayor Elect would become the new Vice - President of the GRTC; whereupon, Gary Tegenkamp, Assistant General Counsel, advised that the recommendation of the Assistant Vice - President of Operations was for the Board of Directors to consist of two Members of Roanoke City Council (Mayor and Vice - Mayor), two City staff ; physically challenged representative; regional representative; and at large representative. President Bowers suggested that those members desiring to serve again should contact the Secretary. The Assistant Vice- President of Operations Stovall reported that an application had been received to fill the vacancy created by the resignation of Director Bingham; and that the remaining vacancy created by the resignation of Director Caudill would be filled by a representative from the City of Salem. President Bowers advised that appointments to the GRTC Board of Directors would be held during the Annual Stockholder's meeting on Monday, June 18, 2012 at 1:30 p.m., in the Council Chamber. OTHER BUSINESS: NONE. There being no further business, President Bowers declared the regular meeting adjourned at 1:44 p.m. APPROVED: ATTEST: :avid • ow^ ers Jonathan E. Craft President Assistant Secretary 167 GREATER ROANOKE TRANSIT COMPANY June 18, 2012 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, June 18, 2012, at 1:45 p.m., the Council's Conference Room, Room 451, 4th floor, Noel C. Taylor Municipal Building, Roanoke,Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Mark Jamison, Curtis E. Mills, David B. Trinkle and President David A. Bowers-4. ABSENT: Director Karen Michalski-Karney-1. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Timothy Spencer, Acting General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon,Secretary,Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. ►. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, May 21, 2012, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: BOARD OF DIRECTORS MEETING SCHEDULE FOR FISCAL 2012: The General Manager submitted a written report recommending approval of the following meeting dates for fiscal year 2013, commencing at 1:00 p.m., in the Emergency Operations Conference Room, Room 159, 1n floor, Noel C.Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, except otherwise stated: 2012 2013 July 16 January 22 (Tuesday) September 17 March 18 -- November 19 May 20 June 17 (1:45 p.m.) (For full text, see copy of report on file in the Secretary's Office.) 168 Vice-President Trinkle offered the following resolution: A resolution establishing a specific meeting schedule for the Board of Directors of the Greater Roanoke Transit Company (GRTC). (For full text, see copy of resolution on file in the Secretary's Office.) Vice-President Trinkle moved the adoption of the resolution. The motion was seconded by Director Jamison and adopted by the following vote: AYES: Directors Jamison, Mills, Trinkle and President Bowers-4. NAYS: None-0. (Director Michalski-Karney 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 the Board 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 qualified. (See report on file in the Secretary's Office.) The President noted that the appointment of officers would be deferred until the next regular meeting of the Board scheduled to be held on Monday, July 16, 2012. OTHER BUSINESS: NONE. There being no further business, the President declared the regular meeting adjourned at 1:48 p.m. APPROVED: ATTEST: . . &Im. .. David A. Bowers Stephanie M. Moon President Secretary 169 GREATER ROANOKE TRANSIT COMPANY July 16, 2012 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, July 16, 2012, at 1:00 p.m., Room 159, the EOC Conference Room, first floor, Noel C. Taylor Municipal Building, Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Mark Jamison, Karen Michalski-Karney, Curtis E. Mills, Melinda J. Payne, Michael Shockley, Court G. Rosen and President David A. Bowers-7. ABSENT: None-0. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Timothy Spencer, Acting General Counsel, Greater Roanoke Transit Company Ann H. Shawver, Treasurer, Greater Roanoke Transit Company;Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. President Bowers recognized Ms. Payne and expressed appreciation for her willingness to serve as a member of the Board. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday,June 18,2012,would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated July 16, 2012, with regard to the following items: • Connector Service—reservation system has been established. Director Jamison inquired if tickets could be purchased online; whereupon,the General Manager replied no due to no e-ticket capabilities. I 170 • Shelter Project— GRTC's site design plans for the proposed shelter at Valley View Mall are being reviewed by Sears and WalMart corporate offices. Summary was given in order to provide history to new members. • STAR Service — received sole proposal from the Unified Human Services Transportation System, Inc., trading as RADAR; and General Manager anticipates completing negotiations and executing a contract by August 31, 2012 (For full text, see copy of Management Update on file in the Secretary's Office.) Following discussion,the President stated that the Update 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 the Board 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 qualified. (See report on file in the Secretary's Office.) Director Vice-President Rosen placed the following titles in nomination: Mayor as President; Vice-Mayor as Vice-President; City Manager as Vice-President of Operations; Assistant City Manager for Operations as Assistant Vice-President of Operations; City Attorney as General Counsel and Registered Agent; City Clerk as Secretary; Director of Finance as Treasurer; and Deputy City Clerk as Assistant Secretary. There being no further nominations, the officers were appointed to the above referenced positions, for terms ending June 30, 2013, by the following vote: FOR ALL NOMINEES: Directors Jamison, Michalski-Karney, Mills, Payne, Rosen, Shockley and President Bowers-7. _ 171 OTHER BUSINESS: Silverine James appeared before the Board to express concern about the seats at Campbell Court. She indicated that the seats were not in compliance with the American with Disabilities Act. The matter was referred to the General Manager for report back to the Board. There being no further business, the President declared the regular meeting adjourned at 1:27 p.m. APPROVED: ATTEST: avid A. Bowers Stephanie M. Moon President Secretary 172 GREATER ROANOKE TRANSIT COMPANY ... September 17, 2012 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, September 17, 2012, at 1:00 p.m., Room 159,the EOC Conference Room, first floor, Noel C.Taylor Municipal Building, Roanoke,Virginia,pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Mark Jamison, Karen Michalski-Karney, Melinda J. Payne, Michael Shockley, Court G. Rosen and President David A. Bowers-6. ABSENT: Director Curtis E. Mills-1. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Timothy R. Spencer, Acting General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon,Secretary,Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, July 16, 2012,would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated September 17, 2012, with regard to the following items: Smart Way Connector Service Reservations It was advised that the Virginia Department of Rail and Public Transportation require that the Connector reservation system be established on Amtrak's national web site, not just the Lynchburg station web page. GRTC plans to execute a contractual agreement with Amtrak. 173 Bus Shelter Projects Planning underway to install a shelter at the New Horizons Health Care facility on Melrose Avenue at Fentress Street, which facility is anticipated to be completed by the end of October 2012. With regard to the shelter at the Wal-Mart site at Valley View Mall, Mr. Palmer said that the Valley View Mall Manager was not supportive of a shelter at Wal- Mart given location of existing shelter adjacent to Belk and Sears; however, Wal-Mart corporate staff and Valley Metro representatives are in discussion as to an alternate solution. President Bowers questioned if the shelter could be located in the smaller parking lot adjacent to the garden shop at Wal-Mart; whereupon, Mr. Palmer responded that due to the size of the buses and turning radius, it would be difficult to access that side of parking lot. Discussion was held regarding a proposed shelter in the parking lot. Mr. Palmer noted that a safety zone would have to be created from the shelter to the entrance of Wal-Mart Mr. Stovall pointed out that the Wal-Mart parking lot was unique, unlike other parking lots served by Valley Metro. Director Michalski-Karney stressed a safety issue and expressed concern for people with disabilities accessing the bus shelter from the store to a bus shelter in the main parking lot, specifically individuals in wheelchairs and individuals with visual impairments. Salem Service Improvements In March 2012, City of Salem requested that GRTC formulate plans to extend service to the Salem Wal-Mart store on East Main Street. The service plan will include elimination of transfers at the Goodwill Store, and adding service to Lakeside Plaza. Service to be implemented during the week of November 12, 2012, following a public hearing. Response to Citizen Comments In response to concerns expressed by Silverine James at the July 16, 2012 Board meeting, it was reported that Campbell Court Bus Station meets ADA requirements. Staff agreed to explore the provision of seat cushions. (For full text, see copy of Management Update on file in the Secretary's Office.) Without objection,the President stated that the Management Update would be received and filed. 174 FY 2012 UNAUDITED FINANCIAL REPORT: The General Manager submitted the June 2012 End of Year Financial Report. (For full text, see copy of FY2012 Unaudited Financial Report on file in the Secretary's Office.) Without objection by the Board, the President stated that the FY2012 Unaudited Financial Report would be received and filed. GOOGLE TRANSIT DEMONSTRATION: Mr. Palmer explained that the point of the Google Transit application was to allow users to enter their location and destination and allow the application to provide information regarding bus routes, stops and walking distances. Kevin Price,Assistant General Manager, Valley Metro, gave a demonstration of the Google Transit application. Following demonstration,the President stated that remarks/comments would be received and filed, with no action required. OTHER BUSINESS: NONE. There being no further business, the President declared the regular meeting adjourned at 1:29 p.m. APPROVED: ATTEST: vid A. Bowers Stephanie M. Moon President Secretary 175 GREATER ROANOKE TRANSIT COMPANY November 19, 2012 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, November 19, 2012, at 1:00 p.m., Room 159, the EOC Conference Room, first floor, Noel C. Taylor Municipal Building, Roanoke,Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Mark Jamison, Karen Michalski-Karney, Curtis E. Mills, Melinda J. Payne, Michael Shockley, Court G. Rosen and President David A. Bowers-7. ABSENT: NONE-O. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Stephanie M. Moon,Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, September 17, 2012, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated November 19, 2012, with regard to the following items: • Bus Shelter Projects • Salem Service Improvements • Grants Management Audit • Impending Change in DRPT Funding Formula • Union Negotiations • First Quarter Ridership • (For full text, see copy of Management Update on file in the Secretary's Office.) 176 Without objection,the President stated that the Management Update would be received and filed. FY 2013 UNAUDITED FINANCIAL REPORT: The General Manager submitted the First Quarter Financial Report of Fiscal Year (FY) 2013. (For full text, see copy of FY2013 Greater Roanoke Transit Company First Quarter Financial Report on file in the Secretary's Office.) Without objection by the Board, the President stated that the First Quarter Financial Report of Fiscal Year (FY) 2013 would be received and filed. OTHER BUSINESS: AUDIT REPORT: Drew Harmon, Municipal Auditor of the City of Roanoke, shared a report of the Southwest Virginia Transit Management Company Retirement Plan and Trust. (For full text, see copy of documents on file in the Secretary's Office.) The President advised that the report of the Southwest Virginia Transit Management Company Retirement Plan and Trust would be received and filed. KPMG AUDIT REPORT: Tim Conner, Partner and Denise Martin, Senior Manager; KPMG shared the results of GRTC's financial statements and required supplementary information for June 30, 2012 and 2011; and findings for the year ended June 30, 2012. (For full text, see copy of documents on file in the Secretary's Office.) The President advised that the communications from KPMG with regard to the GRTC financial statements and required supplementary information for June 30, 2012 and 2011; and findings for the year ended June 30,2012 would be received and filed. There being no further business, the President declared the regular meeting adjourned at 1:44 p.m. APPROVED: ATTEST: David A. Bowers Stephanie M. Moon President Secretary 177 GREATER ROANOKE TRANSIT COMPANY January 22, 2013 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 22, 2012, at 1:00 p.m., Room 159, the EOC Conference Room, first floor, Noel C. Taylor Municipal Building, Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Mark Jamison, Curtis E. Mills, Michael Shockley, Court G. Rosen (arrived late) and President David A. Bowers-5. ABSENT: Directors Karen Michalski-Karney and Melinda J. Payne-2. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Ann Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, November 19, 2012, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: Matter was taken up at the end of the agenda. See page 3. FINANCIAL REPORT: Sherman Stovall, Assistant Vice-President for Operations presented the financial report for the five months ending November 30, 2012. (See copy of the Financial Report Ending November 30, 2012 on file in the Secretary's Office.) 178 Mr. Stovall advised that revisions reflecting State and Federal grant revenue adjustments would have to be made to the FY2013 Budget. He added that a budget amendment would be submitted to the Board for action at its meeting on March 18, 2013. Without objection by the Board, the President advised that the Financial Report for the Five Months Ending November 30, 2012,would be received and filed. FEDERAL TRANSIT ADMINISTRATION OPERATION AND CAPITAL FINANCIAL ASSISTANCE, AND COMMONWEALTH OF VIRGINIA OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR 2013-2014: The General Manager submitted a written communication recommending authorization to file for Federal Transit Administration Operation and Capital Financial Assistance, and Commonwealth of Virginia Operating and Capital Financial Assistance for fiscal year 2013-2014. (See communication on file in the Secretary's Office.) Director Shockley offered the following resolution: A resolution authorizing the filing of applications and the acceptance and -. execution of appropriate agreements for operating and capital financial assistance for Fiscal Year 2013-2014 with the Federal Transit Administration and the �+ Commonwealth of Virginia Department of Rail and Public Transportation upon certain terms and conditions. Director Shockley moved the adoption of the resolution. The motion was seconded by Director Jamison. Discussion centered around the financial assistance that has been provided to the GRTC during previous fiscal years. The General Manager emphasized that the matter has not been totally resolved and indicated that funding would decline by 50 percent in FY2016 and 100 percent in FY 2017. Mr. Stovall interjected that the GRTC was pushing for immediate implementation and was hoping that lobbying would be successful. At this point, Vice-President Rosen entered the meeting (1:05 p.m.). Following discussion of the matter, the resolution was adopted by the following vote: AYES: Directors Jamison, Mills, Shockley, Rosen and President Bowers-5. NAYS: NONE-0. (Directors Michalski-Karney and Payne were absent.) 179 The General Manager requested approval of appointment of two members of the Board of the Greater Roanoke Transit Company and two officers of the Greater Roanoke Transit Company be appointed to serve as the Fiscal Year 2013-2014 Budget Review Committee to review the proposed budget. Director Shockley recommended appointment of Ann Shawver, Treasurer; Sherman Stovall, Assistant Vice-President of Operations; and Directors Shockley and Mills be appointed to serve on the Fiscal Year 2013-2014 Budget Review Committee. The recommendation was seconded by Director Mills and adopted. SECRETARY: ANNUAL MEETING OF THE GRTC STOCKHOLDERS:The Secretary submitted a written communication setting forth the date for the Annual Meeting of the GRTC Stockholders to be held on Monday, June 17, 2013, at 1:30 p.m., in the City Council Chamber. (See communication on file in the Secretary's Office.) Director Jamison moved that the Board concur in the recommendation of the Secretary. The motion was seconded by Vice-President Rosen and approved. MANAGEMENT UPDATE: SERVICE ANALYSIS AND COST EFFICIENCIES STUDY: Sherman Stovall, Assistant Vice-President for Operations,explained that a study had been conducted to identify efficiencies, challenges and any corrections that could be made to the operations at Valley Metro. He stressed that staff was particularly looking to match operating costs with the appropriate level of service based on available resources. Kevin Price, Assistant General Manager, presented information pertaining to a service analysis and cost efficiencies study. (See copy of presentation on file in the Secretary's Office.) Vice-President Rosen questioned what other transit systems were doing to help match service levels with available resources. Mr. Morrill responded that other systems were also trying to identify ways to reduce expenses. Mr. Palmer commented that the intention was to push down costs so there would be minimal impact on ridership. He further commented that 72 percent of the budget was based on labor and fuel. He said that not many transit systems were raising their fairs. 1 . 180 Vice-President Rosen also inquired if consideration had been given to using busses powered by compressed natural gas; whereupon, Mr. Palmer responded that he had not been convinced that savings would be realized through the use of such vehicles. Mr. Stovall indicated that compressed natural gas vehicles were being studied for use in the City of Roanoke's fleet. Vice-President Rosen then asked the cost per gallon for compressed natural gas. Mr. Stovall informed that compressed natural gas was $1.50 to $2.00 per gallon. President Bowers asked if the public would be involved in any changes to service. Mr. Palmer assured him that any changes to service would be preceded with a series of public hearings and briefings to City Council. President Bowers stated that given anticipated cuts in federal funding, there was no other alternative but to consider efficiencies in services. At this point, President Bowers relinquished the Chair to Vice-President Rosen and exited the meeting (1:50 p.m.). Following dialog, the Vice-President stated that the update on the Service Analysis and Cost Efficiency Study 2013 would be received and filed. OTHER BUSINESS: NONE. There being no further business, the Vice-President declared the regular meeting adjourned at 1:54 p.m. APPROVED: ATTEST:: )y " aviII d A. Bowers Stephanie M. Moon Il President Secretary J 181 GREATER ROANOKE TRANSIT COMPANY March 18, 2013 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 18, 2013, at 1:00 p.m., Room 159, the EOC Conference Room,first floor, Noel C. Taylor Municipal Building, Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Mark Jamison, Melinda J. Payne (arrived late), Court G. Rosen, Michael Shockley and President David A. Bowers-5. ABSENT: Directors Karen Michalski-Karney and Curtis E. Mills-2. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Ann Shawver, Treasurer, Greater Roanoke Transit Company; Jonathan E. Craft, Assistant Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. • The President declared the existence of a quorum. President Bowers advised that agenda items would be taken out of order in this instance due to only having four directors in attendance. REPORTS OF OFFICERS: GENERAL MANAGER: CONSENT AND AUTHORIZATION TO CONVEY GRTC OWNED RESIDUAL PROPERTY TO THE CITY OF ROANOKE: The General Manager submitted a written communication recommending authorization to transfer all the residual property located at the intersection Wise Avenue, 12`"Street and Norfolk Avenue, S.E.back to the City of Roanoke at no cost to the City. (See communication on file in the Secretary's Office.) 182 Vice-President Rosen offered the following resolution: "A resolution determining that a certain piece of Greater Roanoke Transit Company residual real property is no longer needed for Greater Roanoke Transit Company Operations and consenting to the transfer of such residual property back to the City of Roanoke; authorizing certain Greater Roanoke Transit Company Officials to execute any necessary deed and/or necessary documents and/or take appropriate actions to transfer such residual property to the City of Roanoke and authorizing certain Greater Roanoke Transit Company Officials to execute any necessary documents and/or take any other actions that may be needed to accomplish such transfer of the residual property to the City of Roanoke." Vice-President Rosen moved the adoption of the resolution. The motion was seconded by Director Shockley and adopted by the following vote: AYES: Directors Jamison, Rosen, Shockley and President Bowers-4. NAYS: NONE-O. (Directors Mills and Michalski-Karney were absent and Director Payne was not present when vote was recorded.) -+ FISCAL YEAR 2013 BUDGET AMENDMENT: The General Manager submitted a written communication recommending approval to the Fiscal Year 2013 Budget. (See communication on file in the Secretary's Office.) Vice-President Rosen offered the following resolution: "A resolution adopting a Revised Fiscal Year 2013 Budget for Greater Roanoke Transit Company." Vice-President Rosen moved the adoption of the resolution. The motion was seconded by Director Shockley. Sherman Stovall, Assistant Vice-President of Operations, advised that when the GRTC budget had been adopted in May, the amount of the State and Federal Funding awards had not been available. President Bowers questioned if the GRTC had been awarded more funds than anticipated. Mr. Stovall responded that the GRTC had received approximately $39,000.00 more than had been anticipated. 183 There being no additional questions and/or comments, the resolution was adopted by the following vote: AYES: Directors Jamison, Rosen, Shockley and President Bowers-4. NAYS: NONE-0. (Directors Mills and Michalski-Karney were absent and Director Payne was not present when vote was recorded.) FINANCIAL REPORT: Sherman Stovall, Assistant Vice-President for Operations, presented the financial report for the month of January 2013. (See copy of the Financial Report on file in the Secretary's Office.) Mr. Stovall advised that a net income of approximately$285,000.00 had been realized through the month of January and the amount represented an improvement of approximately $113,000.00 compared to the same period in FY 2012. Mr. Stovall said that State and Federal subsidies were above budget and it was not expected that local operating expenses would exceed budget. He said that net revenue of$116,000.00 was expected. Vice-President Rosen questioned what had caused the parking and rental income decreases; whereupon, Mr. Stovall responded that the Better Business Bureau, the primary tenant at the 31 Campbell Avenue location, had relocated but that a contract with a new tenant was being reviewed. He said that the City of Roanoke's Department of Economic Development had been involved in actively marketing the property and locating tenants. Mr. Stovall said that monthly parking was currently at 70 percent and that opportunities for increasing usage of the facility were being pursued. Without objection by the Board, the President advised that the Financial Report for January 2013 would be received and filed. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Tuesday, January 22, 2013, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) 184 MANAGEMENT UPDATE: BUS STOP SHELTERS: Director Jamison questioned if the shelter would be located on Wal-Mart property; whereupon, Mr. Stovall answered in the affirmative. AMTRAK CONNECTOR RESERVATION SYSTEM: Mr. Stovall expressed concern for limiting liability should the connector miss the train and in such case, Valley Metro's responsibility would be to get the passengers back to Roanoke and refund their $4.00 fare. He said that Amtrak would like for Valley Metro to be responsible for considerably more such as providing up to $100.00 in assistance with hotel accommodations per night. He advised that a counter-offer had been made but they had not yet reached an agreement. Mr. Stovall emphasized that the $150,000.00 grant from the DRPT had included a stipulation requiring that Valley Metro create an on-line reservation system tied to Amtrak's ticketing system. Mr. Callaghan advised that rather than calling a special meeting,authorization could be given for management to negotiate a contract which would include some indemnity provisions. Vice-President Rosen questioned what the indemnity would cover; moo whereupon, Mr. Callaghan advised that it would be against claims by passengers who may have missed a train. ... Vice-President Rosen moved that management staff and the GRTC General Council be authorized to initiate a Smartway Connector On-line Ticketing System with indemnification.The motion was seconded by Director Shockley and adopted. FTA PROCUREMENT SYSTEMS REVIEW: Director Payne arrived during the FTA Procurement systems review update (1:19 p.m.) Without objection,the President advised that the Management Update would be received and filed. OTHER BUSINESS: NONE. There being no further business, the President declared the regular meeting adjourned at 1:30 p.m. APPROVED: ATTEST:� 'd /I gavid 1 . Bower /Jonatha E. Craft President /Assistant Secretary 185 GREATER ROANOKE TRANSIT COMPANY May 20, 2013 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, May 20, 2013, at 1:00 p.m., Room 159, the EOC Conference Room,first floor, Noel C. Taylor Municipal Building, Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Mark Jamison, Melinda J. Payne, Court G. Rosen and President David A. Bowers-4. ABSENT: Directors Karen Michalski-Karney, Curtis E. Mills and Michael Shockley-3. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Ann Shawver, Treasurer, Greater Roanoke Transit Company; Jonathan E. Craft, Assistant Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, March 18, 2013, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: 186 PPM MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated May 20, 2013, with regard to the following items: • Bus Shelter Projects • Amtrak Connector Reservation System • FTA Procurement Systems Review • State's Transportation Funding Bill • Fiscal 2014 Unified Planning Work Program • Fiscal 2013 March year-to-Date Ridership (For full text, see copy of Management Update on file in the Secretary's Office.) With regards to the FTA procurement systems review, Mr. Palmer advised that an audit team had reviewed Valley Metro's procurement process and that a document outlining corrective action would be presented to Valley Metro's Management staff. He said that management would have 30 days to implement such actions many of which were in place but had not been included in the documentation for certain procedures. Sherman Stovall, Assistant Vice-President of Operations, 0.0 stated that many of the findings in the initial report had been technical in nature. Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company, suggested that authorization by given to the proper officers of the Greater Roanoke Transit Company so that corrective actions could be taken without the need for calling a special meeting. Vice-President Rosen moved that the proper officers of Greater Roanoke Transit Company are hereby severally authorized to execute such documents, including amendments to existing contracts and agreements, deemed necessary or advisable to effectuate recommendations made or to be made during the course of the FTA Procurement Audit Review upon approval of such documents as to form by general counsel for Greater Roanoke Transit Company. The motion was seconded by Director Payne and adopted by the following vote: AYES: Directors Jamison, Payne, Rosen and President Bowers-4. NAYS: NONE-O. (Directors Mills, Michalski-Karney and Shockley were absent) r There being no further discussion and without objection, President Bowers advised that the Management Update was received and filed. 187 GRTC FISCAL YEAR 2013—2014 OPERATING BUDGET:The General Manager submitted a written communication recommending approval of the GRTC Fiscal Year 2013-2014 operating budget totaling $9,020,255.00. (See communication on file in the Secretary's Office.) Director Payne moved that the proposed Fiscal Year 2013-2014 Operating Budget be approved. The motion was seconded by Director Jamison and adopted by the following vote: AYES: Directors Jamison, Payne, Rosen and President Bowers-4. NAYS: None-0. (Directors Mills, Michalski-Karney and Shockley were absent.) APPOINTMENT OF GRTC BOARD OF DIRECTORS FOR FISCAL YEAR 2014: President Bowers advised that the GRTC Directors would be appointed at the Annual GRTC Stockholders Meeting to be held on June 17, 2013 at 1:30 p.m., in the Council Chamber, Room 450, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., City of Roanoke. He further advised that Directors should inform the Secretary prior to June 1 if they no longer wished to serve. OTHER BUSINESS: NONE. There being no further business, the President declared the regular meeting adjourned at 1:34 p.m. / APPROVED: ATTEST: David A. Bowers onathan E. Craft President Assistant Secretary 188 GREATER ROANOKE TRANSIT COMPANY June 17, 2013 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, June 17, 2013, at 1:45 p.m., Room 451, Council Conference Room,fourth floor, Noel C.Taylor Municipal Building, Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Mark Jamison, Karen Michalski-Karney, Curtis E. Mills, Melinda J. Payne, Court G. Rosen, Michael Shockley and President David A. Bowers-7. ABSENT: None-0. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Ann Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, May 20, 2013, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: BOARD OF DIRECTORS MEETING SCHEDULE FOR FISCAL 2014: The General Manager submitted a written report recommending approval of the following meeting dates for fiscal year 2014, commencing at 1:00 p.m., in the Emergency Operations Conference Room, Room 159, 1"floor,Noel C.Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, except otherwise stated: 189 2013 2014 July 15 January 21 (Tuesday) September 16 March 17 November 18 May 19 June 16 (1:45 p.m.) (For full text, see copy of report on file in the Secretary's Office.) Director Shockley offered the following resolution: A resolution establishing a specific meeting schedule for the Board of Directors of the Greater Roanoke Transit Company (GRTC). (For full text, see copy of resolution on file in the Secretary's Office.) Director Shockley moved the adoption of the resolution. The motion was seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Mills, Payne, Rosen, Shockley and President Bowers-7. NAYS: None-0. OTHER BUSINESS: Director Michalski-Karney requested an update on the Valley View Bus Shelter Project; whereupon, Mr. Palmer informed that Valley Metro staff was in the process of preparing a request for qualifications for an architectural and engineering firm to design the shelter and that the shelter should be completed by early fall. There being no further business, the President declared the regular meeting adjourned at 1:49 p.m. APPROVED: ATTEST: TT ` . e , David A. Bowers Stephanie M. Moon President Secretary 190 GREATER ROANOKE TRANSIT COMPANY July 15, 2013 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, July 15, 2013, at 1:00 p.m., Room 159, the EOC Conference Room,first floor, Noel C. Taylor Municipal Building, Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Mark Jamison, Curtis E. Mills, Melinda J. Payne, Court G. Rosen, Michael Shockley and President David A. Bowers-6. ABSENT: Director Karen Michalski-Karney-1. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. ^• The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, June 17, 2013,would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated July 15, 2013, with regard to the following items: • Bus Shelter Projects • Amtrak Connector Reservation System • GRTC Fiscal 2014 Budget Update • Marketing Plans —� • Fiscal 2013 Year-to-Date Ridership (For full text, see copy of Management Update on file in the Secretary's Office.) 191 With regard to the bus shelter projects,the General Manager advised that staff had met with Louise Dudley, Manager of Valley View Mall, who had agreed to take the proposal to CBL and Associates, Inc., owners of Valley View Mall, for approval. Mr. Stovall advised that approval by CBL and Associates, Inc., was not necessary since the shelter will be located on private property; however, he desired the support of the owners. Gary Tegenkamp, Assistant General Counsel, stated that the license agreement/permit that had been provided by Wal-Mart contained an indemnity provision and he requested approval for staff to negotiate the contract with Wal-Mart without having to come before the Board for approval. He reminded them that similar permission had been granted when staff negotiated the indemnity clause of the Smartway Connector ticketing process with Amtrak. Vice-President Rosen questioned why Wal-Mart would not be indemnified; whereupon, Mr. Tegenkamp explained that the indemnification was an added contractual obligation that would give Wal-Mart additional grounds to seek relief without restriction to negligent acts,such as a medical emergency by a bus driver or other unknown actions; adding the goal was to eliminate any liability for uninsured risks. Mr. Callaghan stated that moderation of liability would be of importance to Wal-Mart due to the tendencies for larger awards in cases involving large corporations. Director Mills moved that the General Manager, or other appropriate officers, of Greater Roanoke Transit Company be allowed to negotiate a license or permit with Wal-Mart to authorize a bus stop or bus shelter to be located on Wal-Mart property at Valley View Mall, which license or permit may also include an indemnity provision if required, subject to approval as to form by the General Counsel. The motion was seconded by Vice-President Rosen and adopted by the following vote: AYES: Directors Jamison, Mills, Payne, Rosen, Shockley and President Bowers-6. NAYS: NONE-O. (Director Michalski-Karney was absent.) 192 In regards to the Amtrak Connector Reservation System, President Bowers asked the General Manager to advise Senator John S. Edwards of the August 5, 2013, start date. Director Mills expressed concern about the number of homeless individuals seen sleeping in the Campbell Court bus station. The Assistant Vice-President for Operations advised that the Police Department has increased the frequency of patrol at the location. Without objection by the Board, Director Mills' comments were referred to the General Manager for handling as he deemed appropriate. With respect to the Connector Service, the General Manager pointed out that holiday service would commence on Labor Day (September 1, 2013) since an agreement had been negotiated with the collective bargaining unit. The General Manager noted that Valley Metro would be receiving approximately $102,430.00 less in State funding than it had applied for in February 2013. He further noted that in an effort to mitigate the loss, the Department of Rail and Public Transportation (DRPT) had agreed to pursue the possibility of applying a portion of the new operating assistance funds available under the Governor's Transportation Bill to GRTC's Fiscal 2014 budget. 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 the Board 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 qualified. (See report on file in the Secretary's Office.) Without objection by the Board,the following titles were placed in nomination: Mayor as President;Vice-Mayor as Vice-President; City Manager as Vice-President of Operations; Assistant City Manager for Operations as Assistant Vice-President of Operations; City Attorney as General Counsel and Registered Agent; City Clerk as Secretary; Deputy City Clerk as Assistant Secretary; and Director of Finance as -� Treasurer. 193 There being no further nominations, Vice-President Rosen placed in nomination the abovereferenced positions for terms ending June 30, 2014: FOR ALL NOMINEES: Directors Jamison, Mills, Payne, Rosen, Shockley and President Bowers-6. (Director Michalski-Kamey was absent.) (For full text, see copy of report on file in the Secretary's Office.) OTHER BUSINESS: NONE. There being no further business, the President declared the regular meeting adjourned at 1:17 p.m. APPROVED: ATTEST: David A. Bowers Stephanie M. Moon President Secretary 194 GREATER ROANOKE TRANSIT COMPANY A September 16, 2013 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, September 16, 2013, at 1:00 p.m., Room 159, the EOC Conference Room, first floor, Noel C. Taylor Municipal Building, Roanoke,Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Mark Jamison, Curtis E. Mills, Melinda J. Payne, Court G. Rosen, Michael Shockley and President David A. Bowers-6. ABSENT: Director Karen Michalski-Karney-1. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, July 15, 2013, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated September 16, 2013, with regard to the following items: • Bus Shelter Projects • Amtrak Connector Reservation System • Trolley Service • Planning and Special Projects • Fiscal 2014 Year-to-Date Ridership (For full text, see copy of Management Update on file in the Secretary's Office.) 195 With regard to the bus shelter projects, the General Manager advised that the process had taken longer than anticipated; and discussions with Wal-Mart are ongoing which has delayed the release of the Architect and Engineering (A&E) services solicitation for the design of the shelter. He said the solicitation should be released by September 30, 2013, with an award planned for October. In regards to the Hurt Park Shelter, the General Manager advised that the project was a collaborative effort between the City of Roanoke, the GRTC and the Community for Hurt Park. He advised that the contract with the artist for the design, fabrication and installation had been executed and the design process had begun. The General Manager informed that the Amtrak Connector Reservation System agreement had been fully executed and it had gone live on August 5, 2013, and as of September 6 there had been an average of four reservations daily. President Bowers inquired if passengers were still able to pay the $4.00 fee and ride the Connector without a reservation; whereupon, the General Manager answered in the affirmative. Concerning the Trolley Service, the General Manager stated that GRTC staff had met with Director Mills, Carillon, Senior Vice-President; and Marie Webb, Director of Carilion Direct and Community Education; to discuss route enhancements and stop location changes, and their suggestions have been incorporated into GRTC staff recommendations, which will become effective on Monday, September 30, 2013. Director Mills advised that the recommendations had been in response to Carillon employees' concerns for timing change and said improvements would help the service flow smoothly through the Riverside area. Vice-President Rosen noted that ridership on the Trolley had increased by 55 percent;whereupon,the Assistant Vice-President of Operations advised that from July 2012 through July 2013 ridership had increased 55 percent. He noted that at one point during the year, ridership had declined by approximately 18 percent, but had started trending up during the last two quarters of the year. Vice-President Rosen asked if the data was based on ridership before changes to the routes and times had gone into effect; whereupon, the Assistant Vice-President of Operations answered in the affirmative. 196 The General Manager pointed out that GRTC staff had worked in coordination with the Roanoke Valley Allegheny Regional Commission's Metropolitan Planning Organization on a Transportation Alternative Federal Grant application for upgrading select bus stops that would include enhancements to passenger access at bus stops, installation of curb cuts and bus stop shelters, and the Regional Pedestrian and Transit Vision Plans that would focus on the evolving needs of public transportation. Regarding Fiscal Year 2014 year-to-date ridership, the General Manager advised that overall ridership had increased. President Bowers indicated that State funding for the Smartway Connector to the Amtrak Station in Lynchburg ended as of July 1, 2013, and that the City of Roanoke and the GRTC would be providing funding until passenger rail service returns to Roanoke in January 2015. Mr. Stovall confirmed that State funding had ended, but noted that it would more likely be 2016 or 2017 before passenger rail service returned to Roanoke. There being no further discussion, without objection, President Bowers advised that the Management Update would be received and filed. GRTC ADMINISTRATIVE BUILDING: Gary Tegenkamp, Assistant General Counsel, stated that the administrative building at Valley Metro required additional `• internet and television connections whereby certain contracts would need to be executed. Director Shockley moved that the GRTC General Manager, or other appropriate GRTC officers, be authorized to sign a standard contract, approved as to form by GRTC's General Counsel, to provide television, internet, and other related services in GRTC's Administrative Building. Such standard contract may include indemnity and other standard clauses that are in contracts for other businesses requesting such services. The motion was seconded by Director Jamison and adopted by the following vote: • AYES: Directors Jamison, Mills, Payne, Rosen, Shockley and President Bowers-6. NAYS: NONE-O. (Director Michalski-Karney was absent) 197 FINANCIAL REPORT: The General Manager submitted the Greater Roanoke Transit Company June 2013 End of Year Financial Report (unaudited). (For full text, see copy of the Greater Roanoke Transit Company June 2013 End of Year Financial Report (unaudited) on file in the Secretary's Office.) Without objection by the Board, the President stated that the Greater Roanoke Transit Company June 2013 End of Year Financial Report (unauditied) would be received and filed. OTHER BUSINESS: Jimmy O'Connor, a frequent Valley Metro bus patron, appeared before the Board and stated that he had experienced a procedural problem with a bus transfer, however, the problem has been resolved. He noted that the new bus shelter at Patrick Henry High School did not provide adequate protection from the rain and asked that staff consider allowing more time for bus transfers, that a one day pass be offered and that the hours of operation of buses be extended. He enjoyed utilizing Valley Metro's services and said that the staff was very friendly. President Bowers questioned if daily passes were available; whereupon, the General Manager advised that Valley Metro is considering new fare boxes and a smart card system that will allow more flexibility in bus pass offerings. President Bowers then inquired if it was possible to provide additional protection from inclement weather at the Patrick Henry High School location. The General Manager advised that the shelter had been designed by the students at the School and there was a reluctance to make alterations to the structure. There being no further business, the President declared the regular meeting adjourned at 1:24 p.m. APPROVED: ATTEST: Ceri ittA4sit..) avid A. Bowers Stephanie M. Moon President Secretary 198 GREATER ROANOKE TRANSIT COMPANY November 18, 2013 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, November 18, 2013, at 1:00 p.m., Room 159, the EOC Conference Room, first floor, Noel C. Taylor Municipal Building, Roanoke,Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Mark Jamison, Curtis E. Mills, Melinda J. Payne, Court G. Rosen, Michael Shockley and President David A. Bowers-6. ABSENT: Director Karen Michalski-Karney-1. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Jonathan E. Craft, Assistant Secretary, Greater Roanoke Transit - Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, September 16, 2013, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated November 18, 2013, with regard to the following items: • Bus Shelter Projects • Amtrak Connector Reservation System • Trolley Service • Service to Towers Mall 199 • Smart Way Connector Funding • DRPT Funding • Fiscal 2014 Year-to-Date Ridership (For full text, see copy of Management Update on file in the Secretary's Office.) With regard to the Smart Way Connector service, President Bowers inquired if there is an arrangement with the Greater Lynchburg Transit Company to provide services if necessary; whereupon, the General Manager advised that there is a limited agreement for the Greater Lynchburg Transit Company to provide assistance in the event of a break down or dire emergency, but he preferred to rely on his own equipment. Concerning the Trolley service, President Bowers inquired if there had been changes to the Trolley service at the medical school; whereupon, the General Manager advised that service remained the same at the medical school but that a stop had been added at the rehab center. President Bowers asked if the inbound Trolley stops at the rehab center and then the hospital; whereupon, the General Manager answered in the affirmative. Sherman M. Stovall,Assistant Vice-President for Operations, advised that the changes to the schedule have allowed the Trolley to maintain a consistent headway time of 15 minutes during off-peak and 10 minutes during peak service and that the Trolleys no longer arrive back-to-back of one another. In regard to supplemental funding from DRPT, Mr. Stovall said that $150,000.00 of supplemental funding had been contingent upon GRTC establishing a reservation system through the Amtrak website. He advised that staff had done what the DRPT had asked them to do but Amtrak had taken three to four months to respond. He further advised that staff had been in contact with the DRPT who had assured that funding would be held for the GRTC but the Attorney General's Office had expressed concerns over the language in the Budget Bill and had decided it would be best to put in an additional request as part of the caboose bill for the current Fiscal Year. He pointed out that the DRPT had noted that Amtrak had been the cause of the delay of implementing the on-line ticketing system. rt - 200 Mr. Palmer stated that as a result of the Governor's Transportation Bill, GRTC is slated to receive $655,000.00 in additional operating assistance. Mr. Stovall explained that a task force had been created to modify and revise the funding formula that had been approved by the DRPT and was waiting on approval by the General Assembly. Mr. Stovall further explained that staffed planned to use incremental funding to provide a rebate to the City of Roanoke, City of Salem and the Town of Vinton through the reduction of the existing subsidy. He pointed out that there was a need for two key positions at Valley Metro and he noted that one was in the accounting area and one was in the purchasing area. He further pointed out that some level of enhanced service was also being considered whether it be extended hours or limited service on Sunday. President Bowers was glad to hear about the enhanced service and questioned if the enhanced service would be determined in six months or a year; whereupon, Mr. Stovall responded that any enhanced service would be subject to approval by the GRTC Board of Directors and would likely begin at the start of the Fiscal Year in July. Mr. Stovall was pleased with the revision in the funding formula because the .. GRTC was initially slated to lose funding and the revision would likely increase funding. There being no further discussion, without objection, President Bowers advised that the Management Update would be received and filed. FINANCIAL REPORT: The General Manager submitted the Greater Roanoke Transit Company First Quarter Financial Report of Fiscal Year 2014. (For full text, see copy of the Greater Roanoke Transit Company First Quarter Financial Report on file in the Secretary's Office.) Without objection by the Board, the President stated that the Greater Roanoke Transit Company First Quarter Financial Report would be received and filed. BUS REPLACEMENT PURCHASE AUTHORIZATION: The General Manager submitted a written report recommending authorization to execute the necessary documents to purchase nine (9) GRTC replacement buses in accordance with Federal Transit Administration (FTA) and Virginia Public Procurement Act (VPPA) requirements. y (See report on file in the Secretary's Office.) s 201 Vice-President Rosen offered the following Resolution: "A Resolution approving the Greater Roanoke Transit Company's (GRTC) purchase of Nine (9) buses to replace buses that are eligible to be replaced under Federal Transit Administration (FTA) regulations; authorizing the proper GRTC Officials to purchase such buses from a State contract between Gillig, LLC., and the Commonwealth of Virginia for the Department of Rail and Public Transportation (DRPT) in accordance with the requirements of FTA,the Virginia Public Procurement Act(VPPA), and applicable State laws and regulations; and authorizing such proper GRTC Officials to take such actions and execute such documents as may be necessary to obtain such buses and to implement, administer, and enforce and resultant contract or other documents needed to obtain the nine (9) buses through the above mentioned State contract." (For full text, see copy of Resolution on file in the Secretary's Office.) Vice-President Rosen moved the adoption of the Resolution. The Resolution was seconded by Director Payne. The General Manager stated that when a bus reaches 12 years of age or exceeds 500,000.0 miles, it is eligible to be replaced. t. Director Mills inquired as to what would be done with the old buses; whereupon, the General Manager advised that the old buses would be sold at a public auction and any amount received over$5,000.00 per bus has to be returned to the DRPT. There being no further comments and/or questions by the Directors, the Resolution was adopted by the following vote: AYES: Directors Jamison, Mills, Payne, Rosen, Shockley and President Bowers-6. NAYS: NONE-0. (Director Michalski-Karney was absent.) FINANCIAL REPORT: KPMG, LLP, submitted a report of its findings for the year ended June 30, 2013; and Financial Statements and Required Supplementary Information — June 30, 2013 and 2012. (For full text, see copy of reports on file in the Secretary's Office.) 202 Without objection by the Board, the President stated that the KPMG, LLP findings for the year ended June 30, 2013; and Financial Statements and Required Supplementary Information —June 30, 2013 and 2012 would be received and filed. OTHER BUSINESS: NONE. There being no further business, the President declared the regular meeting adjourned at 1:26 p.m. APPROVED: ATTEST: ,/ _AY-7r Qvid A. Bowers Jonathan E. Craft President Assistant Secretary 203 GREATER ROANOKE TRANSIT COMPANY January 21, 2014 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, January 21, 2014, at 1:00 p.m., Room 159, the EOC Conference Room, first floor, Noel C. Taylor Municipal Building, Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Mark Jamison, Curtis E. Mills, Melinda J. Payne, Court G. Rosen, Michael Shockley and President David A. Bowers-6. ABSENT: Director Karen Michalski-Karney-1. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, November 18, 2013, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated January 21, 2014, with regard to the following items: • Bus Shelter Projects • Service to Towers Mall • FTA Demand for Payment 204 • Campbell Court Transportation Center Operations • Special Trolley Service for Private Use • Fiscal 2014 year-to-Date Ridership (For full text, see copy of Management Update on file in the Secretary's Office.) With regard to the Bus Shelter Projects, Mr. Palmer stated that two proposals for architectural and engineering services (A&E) for the Wal-Mart bus shelter had been received; both firms had been interviewed and staff anticipates having a final contract by mid-February, 2014. He said that an extension had been granted for construction of the Hurt Park Neighborhood Shelter from December 2013 to June 2014 and that the consultant had secured all required permits in connection with the installation of the shelter. Concerning the FTA's Demand for Payment, President Bowers congratulated First Transit's Legal Counsel and the City Attorney's Office for their role in the reduction of payment to the FTA from $805,003.00 to $5,234.00. Concerning the Special Trolley Services for Private Use, Mr. Palmer advised that GRTC staff was evaluating the practice of offering the trolley-style buses for private events. Director Mills inquired as to the fee for renting the trolley; whereupon, Mr. Palmer advised that the fee was $75.00 per hour with a two hour minimum. He noted a concern by the public that the GRTC had been able to undercut private bids because of the subsidies it receives. Vice-President Rosen asked if any accidents had occurred while the trolley was being used for a private event; whereupon, Mr. Palmer responded there had never been an accident, but service had been refused based on the inability to safely access certain streets or maneuver properly.Vice-President Rosen liked the idea of offering the trolley at a competitive rate as long as Valley Metro reserved the right to deny service for safety reasons. He inquired if there was a possibility of offering insurance to rent the trolley for special events. Mr. Stovall stated that staff would research the matter. Mr. Palmer acknowledged Gary Tegenkamp, Assistant General Counsel, for his years of service with GRTC and he congratulated him on his approaching retirement. Mr. Tegenkamp introduced Laura Carini who would be his replacement, effective March 1, 2014. 205 Without objection, President Bowers advised that the Management Update would be received and filed. FEDERAL TRANSIT ADMINISTRATION OPERATION AND CAPITAL FINANCIAL ASSISTANCE, AND COMMONWEALTH OF VIRGINIA OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR 2014-2015: The General Manager submitted a written communication recommending authorization to file for Federal Transit Administration Operation and Capital Financial Assistance, and Commonwealth of Virginia Operating and Capital Financial Assistance for fiscal year 2014-2015. (See communication on file in the Secretary's Office.) Vice-President Rosen offered the following resolution: A resolution authorizing the filing of applications and the acceptance and execution of appropriate agreements for operating and capital financial assistance for Fiscal Year 2014-2015 with the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation upon certain terms and conditions. Vice-President Rosen moved the adoption of the resolution. The motion was seconded by Director Shockley. President Bowers inquired if the request was the standard funding request; whereupon, Mr. Palmer answered in the affirmative. There being no additional questions and/or comments, the resolution was adopted by the following vote: AYES: Directors Jamison, Mills, Shockley, Payne, Rosen and President Bowers-6. NAYS: NONE-0. (Director Michalski-Karney was absent.) FINANCIAL REPORTS: The General Manager submitted the Greater Roanoke Transit Company Financial Report for October and November of Fiscal Year 2013. _ (For full text, see copy of the Financial Reports on file in the Secretary's Office.) 206 Without objection by the Board, the President stated that the Greater Roanoke Transit Company Financial Report for October and November of Fiscal Year 2013 would be received and filed. TRANSPORTATION FUNDING UPDATE: Mr. Stovall presented: Transportation Funding — Potential Use of Anticipated Incremental Revenue Summary • GRTC expected to receive$655,588.00 in additional State Transit Funds o Based on revised formula for the allocation of increment transit funds from the Transportation Bill based on Transit Service Delivery Advisory Committee recommendations o Allocation based on performance measures • After adjusting for differences between the budget adopted by the GRTC Board and the final allocation of funds the level of net incremental funding is expected to total $455,588.00 o Fixed Route Funding - $391,600.00 o Commuter Route Funding - $63,988.00 Potential Use of Incremental Funds • Service Enhancements o Expand PM Peak Transit Time o Modified Sunday Service o Provide 30 Minute Headway in Melrose Corridor o Address Smartway Peak Periods • Reduce Subsidy Funding • Staffing Needs o Procurement Administrator o Accountant (Part-time or Full-time) o Technology Support (Part-time or Full-time) o Administrative Support Fixed route — Option 1 — Expand PM Peak Period GRTC Transit Service GRTC Stakeholder Subsidy Enhancement GRTC Staff Additions Adjustments (Reductions) Increase PM Peak Transit Procurement Administrator Town of Vinton -$2,014.00 Service by 1 hour for 11 routes Staff Accountant City of Salem -$5,218.00 PM Technology Support City of Roanoke-$44,168.00 Peak Service to begin at 2:45 Administrative Support GRTC Reserve Fund-$42,000.00 P.m. Cost: $140,000.00 Cost: $158,200.00 Cost: $93,400.00 207 Fixed route — Option 2 — 30 Minute Headway— Melrose Corridor GRTC Transit Service GRTC Stakeholder Subsidy Enhancement GRTC Staff Additions Adjustments (Reductions) Increase transit service Procurement Administrator Town of Vinton -$1,497.00 headway in Melrose Avenue Staff Accountant City of Salem -$4,033.00 Corridor—30 minute service all Technology Support City of Roanoke-$32,870.00 day. Administrative Support GRTC Reserve Fund-$42,000.00 Cost: $192,000.00 Cost: $119,200.00 Cost: $80,400.00 Fixed route — Option 3 — Modified Sunday Service GRTC Transit Service GRTC Stakeholder Subsidy Enhancement GRTC Staff Additions Adjustments (Reductions) Provide a modified transit Procurement Administrator Town of Vinton -$1,244.00 service on Sunday Staff Accountant City of Salem -$3,344.00 Service Time: 9 a.m.—3 p.m. City of Roanoke-$27,268.00 Cost: $272,844.00 Cost: $86,900.00 Cost: $80,400.00 Tasks to be undertaken before service launch include: • Public Hearings • Labor Contract Modification • Paratransit Service Contract • Ridership Survey *Sunday ridership may impact GRTC's share of available TSDAC funds in the future Commuter Route Option Address Peak Periods GRTC Transit Service GRTC Stakeholder Subsidy Enhancement GRTC Staff Additions Adjustments (Reductions) Utilize additional transit vehicle and operator to address Smartway Connector NRV-$5,916.00 and Smartway base service Transit Road Supervisor City of Roanoke-$8,872.00 overcrowding periods. (VT students, Thanksgiving, Christmas, etc.) Cost: $5,000.00 Cost: $44,200.00 Cost: $14,788.00 4 208 Recommendations: • FY 2014 o Use incremental funds to offset operating expenses o Reduce local operating subsidy and/or allocate to working capital • FY2015 o With the budget development process, consider the implementation of Option 1 — Expand PM Peak Period (See copy of report on file in the Secretary's Office.) President Bowers asked if GRTC was asking for a recommendation; whereupon, Mr. Stovall replied that staff was only seeking guidance. Director Shockley asked how likely would there be a change to the funding formula in the future; whereupon, Mr. Stovall said most unlikely and staff was comfortable the funding source would remain stable. Vice-President Rosen initially agreed with Option 3, if it met the conditions of .-., the changes to the State Transit Fund requirements; but expressed concern about returning funds to the localities immediately in the event future changes reduced the . amount provided by the State, and he further understood the need for an administrative position and suggested that $31,000.00 be taken from the return to localities column and placed in the administrative column. Mr. Stovall pointed out that a marketing plan to increase ridership was being formulated and called attention to a reduction in traffic as one of the major benefits. Director Jamison asked if Sunday bus service would increase ridership or simply spread out service to existing riders; whereupon, Mr. Palmer replied that the intent was to encourage new riders to take advantage of the Sunday service. Regarding adjustments to bus headways, Director Jamison questioned how connections at Campbell Court would be affected; whereupon, Mr. Palmer assured the Board that connections at Campbell Court would still be in existence. Director Payne questioned whether the labor contract with the bus drivers would have to be modified if Sunday bus service became available; whereupon, Mr. Palmer advised that in this instance several drivers would have to be added; and those hired would have an understanding that they would be expected to drive on Sundays. a 209 Following additional comments, the President advised that the briefing would be received and filed. OTHER BUSINESS: NONE. There being no further business, the President declared the regular meeting adjourned at 1:48 p.m. APPROVED: ATTEST: David A. Bowers Stephanie M. Moon President Secretary 210 GREATER ROANOKE TRANSIT COMPANY March 17, 2014 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 17, 2014, at 1:00 p.m., Room 159, the EOC Conference Room, first floor, Noel C. Taylor Municipal Building, Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Curtis E. Mills, Melinda J. Payne (arrived late), Court G. Rosen, Michael Shockley and President David A. Bowers-5. ABSENT: Directors Mark Jamison and Karen Michalski-Karney-2. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Tuesday, January 21, 2014, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated March 17, 2014, with regard to the following items: • Bus Shelter Projects • Service to Towers Mall • Fiscal 2014 Year-to-Date Ridership (For full text, see copy of Management Update on file in the Secretary's Office.) 211 With regard to the Bus Shelter Projects, Mr. Palmer stated that the preferred A&E firm had been selected for the Wal-Mart shelter, the contract negotiations had been completed and the contract was in the process of being finalized. He pointed out that the Hurt Park shelter located on Salem Avenue and 13th Street had been completed and the ribbon cutting was held on March 15, 2014. Concerning Service to Towers Mall, Mr. Palmer advised that two inbound routes had been evaluated because of congestion in the parking lot and concern for safety of Valley Metro passengers, and staff had determined that buses will continue to board and disembark on Colonial Avenue. President Bowers inquired as to the location of Red Rock; whereupon, Mr. Palmer explained that Red Rock Road was located off of Brambleton Avenue near the Roanoke City/Roanoke County line. The General Manager then summarized the Fiscal Year 2014 Year-to-Date Ridership data by indicating that 2014 ridership was essentially at the same level it had been in Fiscal Year 2013 with only a slight decline. He attributed part of the decline to changes in the route to the City of Salem which may have caused the ridership data to be understated because a transfer was no longer needed. President Bowers noted that Smart Way Connector ridership had increased by 18.6 percent and he inquired as to what time period the comparison had covered; whereupon, the General Manager indicated that the data was based on the current Fiscal Year through January compared to the previous Fiscal Year. He reminded that the Fiscal Year for Valley Metro is from July 1 to June 30. Without objection, President Bowers advised that the Management Update would be received and filed. FINANCIAL REPORTS: The General Manager submitted the Greater Roanoke Transit Company Financial Report for December and January of Fiscal Year 2014. (For full text, see copy of the Financial Reports on file in the Secretary's Office.) Without objection by the Board, the President stated that the Greater Roanoke Transit Company Financial Report for December and January of Fiscal Year 2014 would be received and filed. FISCAL YEAR 2014 BUDGET AMENDMENT: The General Manager submitted a written communication recommending approval of the Fiscal Year 2014 Budget. (See communication on file in the Secretary's Office.) 212 "q1 At Director Shockley offered the following resolution: "A resolution adopting a Revised Fiscal Year 2014 Budget for Greater Roanoke Transit Company." Director Shockley moved the adoption of the resolution. The motion was seconded by Vice-President Rosen. Sherman Stovall, Assistant Vice-President of Operations, advised that when the GRTC budget had been adopted in May, the amount of the State and Federal Funding awards had not been available and the actual revenue would be approximately $456,000.00 more than had been estimated. He informed that $75,000.00 of those increased funds would be appropriated for miscellaneous expenses which includes the paratransit service and additionally, budgeted subsidy from each of the stakeholder localities would be reduced as follows: City of Roanoke by $258,968.00, City of Salem by $21,470.00 and the Town of Vinton by $16,194.00. He further informed that contributions for the Trolley Service would be reduced by $8,289.00 for Carillon and by $3,979.00 for Downtown Roanoke, Inc. There being no additional questions and/or comments, the resolution was adopted by the following vote: AYES: Directors Mills, Rosen, Shockley and President Bowers-4. NAYS: NONE-0. (Directors Jamison and Michalski-Karney were absent and Director Payne was not present when vote was recorded.) TRANSPORTATION FUNDING UPDATE: Kevin Price, Assistant General Manager for Valley Metro, presented the following information: (See copy of report on file in the Secretary's Office.) Transportation Funding — Potential Use of Incremental Funds Incremental Funding • $391,600.00 — Fixed Route • $63,988.00 — Commuter Route 213 Service Enhancements • Expand PM Peak Transit Time • Modified Sunday Service • Evening Service Extension • Address Smart Way Peak Periods Reduce Subsidy Funding Staffing Needs • Procurement Administrator • Accountant (Part-time to Full-time) • Technology Support (Part-time to Full-time) • Administrative Support • Fixed route — Option 1 — Expand PM Peak Period GRTC Transit Service Enhancement GRTC Staff Additions Procurement Administrator Increase PM Peak Transit Service by 1 Staff Accountant hour for 11 routes. PM Peak Service to begin at 2:45 p.m. Technology Support Administrative Support Cost: $140,000.00 Cost: $158,200.00 Advantages Disadvantages • Addresses current ridership peak • Service improvements benefit the PM Peak Service pattern; only. • 30 day implementation period; • No additional administrative costs (RADAR); • Provides immediate benefit for peak service; • Provides additional service during the highest fare box recovery period; and • Greater local subsidy reduction potential ($93,000.00). At this point, Director Payne entered the meeting (1:17 p.m.). 214 Fixed route — Option 2 — Evening Service Extension GRTC Transit Service Enhancement GRTC Staff Additions Provide additional transit service from Procurement Administrator 8:45 p.m.to 9:45 p.m., Monday through Friday. All 16 routes. Staff Accountant Cost: $378,714.00 Cost: $83,084.00 Advantages Disadvantages • Provides additional service for • Option 2 exceeds available TSDAC funding by passengers seeking a later return $70,198.00(includes increased para-transit costs); trip; and • No subsidy reduction; and • Partially addresses the most requested transit service • May require additional part-time bus operators. enhancement. President Bowers stated that Option 2 would extend the hours of operation for all 16 routes and he questioned why the cost of such would not be more comparable to Option 1; whereupon, Mr. Price explained that Federal regulations require that +� para-transit transportation be offered for the same hours of operation of regular fixed routes and the amounts varied significantly because the service would have to ---• be offered during the extended hours whereas Option 1 would not be extending hours but only improving service during normal operating hours for 11 of the 16 routes. President Bowers inquired if the Federal Government would allow a waiver of the para-transit requirements for the additional hour of operation; whereupon, Mr. Stovall advised that a waiver from the Federal Government was unlikely because of the strict requirements for providing similar services for citizens with disabilities. He added that if such a waiver were to be given, citizens may question why a certain level of service is not being offered to a particular group of citizens. 215 Fixed route — Option 3 — Modified Sunday Service GRTC Transit Service Enhancement GRTC Staff Additions Provides a modified transit service on Procurement Administrator Sunday. Service time: 9:00 a.m.— Staff Accountant 3:00 p.m. Cost: $308,516.00 Cost: $83,084.00 Advantages Disadvantages • Provides transit service seven days • Available funding is limited, service hours may not per week; and meet the overall need; • Addresses the second most • Current workforce labor contract will need to be requested transit service increase. modified; • Increased para-transit costs (RADAR); • Poor service performance may affect future TSDAC funding opportunities; and • No local subsidy reduction potential. Director Mills questioned why additional staff would be required for each option; whereupon, Mr. Price responded that a recent PSR review had cited the need for an additional procurement staff member. Mr. Stovall noted that the request for additional staff members was not directly tied to the options, but in each option staff had attempted to address service enhancements,staffing needs and reduce subsidy within the amount of the increased funding. Following up, Director Mills inquired as to what would happen to the additional staff if the additional funding was cut; whereupon, Mr. Stovall responded that he did not anticipate the loss of the additional funding because it is based on performance. Mr. Price informed that the TSDAC funding is based on comparisons with in-house performance and not peer transit companies. Recommendations: • FY 2014 o Use incremental funds to offset operating expenses o Reduce local operating subsidy and/or allocate to working capital • FY2015 o Begin the service enhancement portion of Option 1 — Expand PM Peak Period; finalize staff level additions. Mr. Stovall informed that staff was recommending Option 1 based on addressing service levels, staffing deficiencies and the reduction of subsidies from localities. 216 Vice-President Rosen expressed concern for reducing the subsidy level of 4 each locality because of the difficulty of raising the subsidy level should it be needed. He noted that in the scope of overall economic development, public transportation is needed not only by those who are dependent on it, but also those individuals who choose to take advantage of the service. He said that while it was counter to his normal way of thinking, he would recommend that the additional funding be used to encourage new ridership and increase efficiency. Mr. Stovall advised that the recommendations had been made based on the available information and he noted there had been a decrease in subsidy from localities in FY2010 with a subsequent increase in FY2012 and he thought localities were aware of the economic impact with which Valley Metro is faced. In reference to the reduction and subsequent increase of the local subsidy,the Vice-President of Operations questioned how much the increase had been in FY2012; whereupon, the Assistant Vice-President of Operations advised that the City's increase had been approximately $400,000.00. Vice-President Rosen stated that the GRTC wanted the City of Salem and the Town of Vinton to continue their participation with Valley Metro and he inquired if that was the rationale for offering a reduction in subsidy. The Assistant Vice- President of Operations agreed that had been the reason and explained that staff had done a great job budgeting on the expenditure side, but there were uncertainties ..., with regards to inflationary items and labor negotiations which could facilitate the need to increase local subsidies. Vice-President Rosen asked if there was a concern for adding four staff members rather than enhancing services with the option of pulling back the enhancements during unfavorable economic times. Mr. Stovall responded that two of the proposed positions are part-time positions that would be converted to full- time and they had been identified as a critical need. President Bowers stated that the item at 4.a.3. had already addressed the acceptance of the additional funds from the Transit Service Delivery Advisory Committee (TSDAC); whereupon, Mr. Stovall answered in the affirmative and added that the Board would need to make a decision as to how the additional funding would be utilized in the FY2015 Budget. President Bowers asked if it were possible that TSDAC would help fund the additional expense of extending Valley Metro's hours of operation; whereupon, Mr. Palmer explained that funding from TSDAC is based on a formula that utilizes ridership, miles traveled and other performance driven data. Mr. Stovall thought that ,•.,, it was encouraging that the Board was discussing incremental revenue as opposed to the conversations regarding a $98,000.00 reduction one year prior. ,, 217 President Bowers inquired if it were possible to explore options with TSDAC in order to be held harmless for attempting to improve service; whereupon, Mr. Palmer explained there had previously been no provisions for new routes or improvements to service, but there had been discussions about not including new routes in the funding formula for the coming Fiscal Year. Vice-President Rosen moved that the Board accept staffs recommendation to begin the service enhancement portion of Option 1 — Expand PM Peak Period Service and finalize staff level additions. The motion was seconded by Director Payne and adopted by the following vote: AYES: Directors Mills, Payne, Rosen, Shockley and President Bowers-5. NAYS: NONE-0. (Directors Jamison and Michalski-Karney were absent.) APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager requested approval of appointment of two members of the Board of the Greater Roanoke Transit Company and two officers of the Greater Roanoke Transit Company be appointed to serve as the Fiscal Year 2014-2015 Budget Review Committee to review the proposed budget. Director Shockley placed in nomination the Director of Finance, the Assistant Vice-President of Operations, the Vice-President and Director Shockley to serve on the Fiscal Year 2014-2015 Budget Review Committee. There being no further nominations, the Director of Finance, the Assistant Vice-President of Operations, the Vice-President and Director Shockley were appointed to serve on the Fiscal Year 2014-2015 Budget Review Committee by the following vote: FOR THE DIRECTOR OF FINANCE, THE ASSISTANT VICE-PRESIDENT OF OPERATIONS, THE VICE-PRESIDENT AND DIRECTOR SHOCKLEY: Directors Mills, Payne, Rosen, Shockley and President Bowers-5. (Directors Jamison and Michalski-Karney were absent) 218 SECRETARY: ANNUAL MEETING OF THE GRTC STOCKHOLDERS: The Secretary submitted a written communication setting forth the date for the Annual Meeting of the GRTC Stockholders to be held on Monday, June 16, 2014, at 1:30 p.m., in the City Council Chamber. (See communication on file in the Secretary's Office.) Vice-President Rosen moved that the Board concur in the recommendation of the Secretary. The motion was seconded by Director Shockley and approved. OTHER BUSINESS: NONE. There being no further business, the President declared the regular meeting adjourned at 1:48 p.m. APPROVED: A^TTEST: SCEPPat y� David A. Bowers Stephanie M. Moon I President Secretary r'1 219 GREATER ROANOKE TRANSIT COMPANY May 19, 2014 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, May 19, 2014, at 1:00 p.m., Room 159,the EOC Conference Room, first floor, Noel C. Taylor Municipal Building, Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Mark Jamison, Karen Michalski-Karney, Curtis E. Mills, Melinda J. Payne, Michael Shockley and President David A. Bowers-6. ABSENT: Vice-President Court G. Rosen-1. Also present were Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Amelia C. Merchant, Acting Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon Reynolds, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, March 17, 2014, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated May 19, 2014, with regard to the following items: • Bus Shelter Projects • Star Service • Marketing and Promotion • Fiscal 2014 Year-to-Date Ridership (See copy of Management Update on file in the Secretary's Office.) 220 r-. In connection with the STAR Service, Mr. Palmer explained that sometimes requests to expand the STAR Paratransit service to Roanoke County are received, but in accordance with Federal Transit Administration (FTA) regulations, Valley Metro's fixed route structure serves as the operating boundaries for determining STAR service eligibility and any considerations for expanding the service would have to be based on expanding the regular fixed routes. Sherman M. Stovall, Assistant Vice-President of Operations, added that approximately one request per quarter is received and staff will wait for direction from the Board before pursuing any expansion of the STAR service due to cost. He pointed out that all service should be aligned with the route service. Mr. Palmer interjected that there is no prospect of additional funding for the expansion of the STAR service; that State funding is related to the number of miles and hours that the fixed route service provides. Director Michalsky-Karney informed that the Blue Ridge Independent Living Center periodically receives calls requesting transportation to doctor appointments and/or the Division of Motor Vehicles (DMV). She indicated that the American with PM. Disabilities Act (ADA) requires that at a minimum service be extended up to three- quarters of a mile past any fixed route. President Bowers questioned if Roanoke County's paratransit service transports into the City of Roanoke; whereupon, Mr. Palmer answered that the County's CORTRAN service provides transportation to the City of Roanoke. As discussion ensued, he mentioned that the hours were not the same as fixed routes. Without objection by the Board, President Bowers advised that the Management Update would be received and filed. FINANCIAL REPORTS: The General Manager submitted the Greater Roanoke Transit Company Financial Report for March of Fiscal Year 2014. (See copy of the Financial Report on file in the Secretary's Office.) The Assistant Vice-President for Operations was pleased to report a continued positive performance with a net income total of $686,000.00, which is an improvement of approximately$317,000.00, during the same period of FY2013; with revenue being 5.8 percent over and expenditures being 1.7 percent below the established budget. 221 He noted that participating localities would receive a rebate with respect to the amount they had contributed. Without objection by the Board, the President stated that the Financial Report for March would be received and filed. FISCAL YEAR 2015 BUDGET: The General Manager submitted a written report recommending approval of the Fiscal Year 2015 Budget. (See report on file in the Secretary's Office.) Director Shockley offered the following resolution: "A resolution adopting a Fiscal Year 2015 Budget for Greater Roanoke Transit Company." Director Shockley moved the adoption of the resolution. The motion was seconded by Director Mills. The Assistant Vice-President for Operations presented the following information: Revenue • Total Revenue o Total Recommended Budget - $9,300,793 o Increase of$280,538, 3% • Passenger Revenue o Increase of$9,789, • Other Revenue o Includes advertising, rental, investment, parking, and miscellaneous o Decrease of$9,052, 3.4% • Federal/State o Increase of$372,114 o Previously planned for net increase of $455,588 based on TSDAC funding • Reduction in base state funding • Local Funding o Reduction of$92,313 222 Expenses • Labor and Fringe Benefits o Increase of$224,607 based on anticipated expenses o Addition of Procurement Administrator (FT) and Administrative Assistant (PT) • Previously planned Procurement Administrator, Administrative Assistant, Accountant (PT to FT), Technology Support (PT to FT) o Medical insurance increase of 5% • Materials and Supplies o Decrease of$34,083 o Fuel expense savings based on futures contract • Miscellaneous o Increase of $50,323 o Anticipated cost of STAR Para-Transit Service provided by Radar Service Adjustments • Expand PM Peak Period o Previously planned to expand PM Peak Service daily to begin at 2:45 o Revised recommendation is to expand PM Peak Service on Friday with the tag line "Bonus Friday" v ! Future Budget Impact— FY 2016 • Job Access and Reverse Commute (JARC) Funds o RADAR receives JARC funding o Funding will decrease from $208,000 to $66,000 in FY 2016 o RADAR applies 63% of JARC funding to GRTC JARC passengers o Potential GRTC budget impact of$155,000 The Assistant Vice-President of Operations advised that the budget totaled $9.3 million, which is an increase from the previous budget of approximately $281,000.00. He said that passenger revenue was expected to remain relatively flat with an increase of approximately$10,000.00; and the other revenues were expected to decline by$9,000.00 primarily due to a decline in rental businesses at Campbell Court. He advised that the Federal and State revenue have been projected to increase by $372,000.00, and the budget contains a reduction in local funding of approximately $92,000.00. Mr. Stovall continued that there was an increase in labor and benefit expenses of approximately $225,000.00, which includes the addition of a Procurement Administrator and part-time Administrative Assistant. 223 There being no additional comments, the resolution was adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Mills, Payne, Shockley and President Bowers-6. NAYS: NONE-0. (Vice-President Rosen was absent.) FEDERAL TRANSIT ADMINISTRATION TITLE VI PROGRAM: The General Manager submitted a written report recommending approval of the February 2014 Title VI Program Update. (See report on file in the Secretary's Office.) Director Shockley offered the following resolution: "A resolution approving Greater Roanoke Transit Company's February 2014 Title VI Program Update approved by the Federal Transit Administration (FTA)." Director Shockley moved the adoption of the resolution. The motion was seconded by Director Payne and adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Mills, Payne, Shockley and President Bowers-6. NAYS: NONE-0. (Vice-President Rosen was absent.) OTHER BUSINESS: Mr. Palmer introduced Dawn Board, former employee of the City of Roanoke, who had been hired as the Human Resource Director of Valley Metro. President Bowers called attention to the appointment of Board Members during the Stockholders' meeting on Monday, June 16, 2014, at 1:30 p.m., in the Council Chamber. Director Payne mentioned that she has enjoyed serving as a Member of the GRTC Board for the past two years. It was noted that the regional position rotates between the Town of Vinton and the City of Salem every two years. 224 President Bowers noted that the next meeting of the Board is scheduled to be held on Monday, June 16, 2014, at 1:45 p.m., in the Council's Conference Room. There being no further business, the President declared the regular meeting adjourned at 1:25 p.m. APPROVED: ATTEST: (je avid . Bowers Stephanie Mon nolds President Secretary A 225 GREATER ROANOKE TRANSIT COMPANY June 16, 2014 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by Vice-President Court G. Rosen on Monday, May 19, 2014, at 1:00 p.m., Room 159, the EOC Conference Room,first floor, Noel C. Taylor Municipal Building, Roanoke,Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Mark Jamison, Karen Michalski-Karney, Curtis E. Mills, Melinda J. Payne, Michael Shockley and President David A. Bowers-6. ABSENT: Vice-President Court G. Rosen-1. Also present were Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Amelia C. Merchant, Acting Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon Reynolds, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The Vice-President declared that a quorum did not exist; and no action could be taken on items requiring a majority vote. The City Attorney advised that Items 3.a.1 and 3.a.2 under the General Manager section of the agenda would be acted upon by unanimous written consent of the Board of Directors of Greater Roanoke Transit Company(GRTC), pursuant to Code of Virginia (1950), as amended, Section 13.1-685 and Article Ill, Section 3 of the By-Laws of GRTC, and that such action be taken without a meeting of the Board of Directors. MINUTES: The minutes of the regular meeting of the Board of Directors of Greater Roanoke Transit Company held on Monday, May 19, 2014, was before the body. (See copy of minutes on file in the Secretary's Office.) Without objection by the Board, the Vice-President advised that action on the the minutes will be postponed until the next regular meeting of the Board scheduled to be held on Monday, July 21, 2014. 226 REPORTS OF OFFICERS: GENERAL MANAGER: BOARD OF DIRECTORS MEETING SCHEDULE FOR FISCAL YEAR 2014 — 2015: The General Manager submitted a written report recommending adoption of the Board of Directors' Meeting Schedule for Fiscal Year 2014-2015. (For full text, see copy of report on file in the Secretary's Office.) "I, Stephanie M. Moon Reynolds, Secretary for Greater Roanoke Transit Company (GRTC), do hereby certify that pursuant to Code of Virginia Section 13.1- 685 and Article III, Section 3 of the By-Laws of GRTC, the following resolution was adopted by unanimous written consent of the Board of Directors of GRTC, and that such action was taken without a meeting of the Board of Directors: A RESOLUTION ESTABLISHING A SPECIFIC MEETING SCHEDULE FOR THE BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY (GRTC). a ., WHEREAS, at the Board's June 16, 2014, meeting,the GRTC General Manager • recommended that the Board adopt a specific meeting schedule for the 2015 Fiscal Year, which ends on June 30, 2015, as more fully set forth in the General Manager's report dated June 16, 2014, to this Board. BE IT RESOLVED by the Board of Directors of GRTC as follows: 1. That the Board of Directors hereby approves and adopts the specific meeting schedule that is set forth below. Except for the meeting on June 15, 2015, the meetings are set to start at 1:00 p.m. and will be held in the Emergency Operations Center(EOC) Conference Room which is located on the first floor of the Noel C. Taylor Municipal Building, 215 Church Avenue, S. w., Roanoke, Virginia 24011, unless a different location is designated by the President or Secretary of the Board. The meeting for Monday, June 15, 2015, will be held at 1:45 p.m. in the City Council Conference Room, Room 451, on the fourth of the Noel C. Taylor Municipal Building, 215 Church Avenue, s. W., Roanoke, Virginia 24011. In accordance with Article III, Section 4 of the GRTC By-Laws,the following meeting dates for the GRTC Board are approved for the 2015 Fiscal Year: 227 July 21, 2014 (Monday, 1:00 p.m. — EOC) September 15, 2014 (Monday, 1:00 p.m. — EOC) November 7, 2014 (Monday, 1:00 p.m. — EOC) January 20, 2015 (Tuesday, 1:00 p.m. — EOC) March 16, 2015 (Monday, 1:00 p.m. — EOC) May 18, 2015 (Monday, 1:00 p.m. — EOC) June 15, 2015 (Monday, 1:45 p.m. — City Council Conference Room, Room 451) 2. The GRTC Board can hold additional meetings on an as-needed basis in accordance with the GRTC By-Laws. 3. The schedule of meetings for the GRTC Board for subsequent fiscal years may be set annually by the Board at the June Board meeting, or at any other Board meetings as the Board may determine to be appropriate. I certify that the following Directors of GRTC indicated their written consent by signing the abovementioned consent resolution: David A. Bowers, Director— June 23, 2014 Court G. Rosen, Director— June 16, 2014 Michael B. Shockley, Director— June 16, 2014 Mark Jamison, Director— June 23, 2014 Melinda Payne, Director, June 20, 2014 Karen Michalski-Karney, Director—June 24, 2014 Curtis E. Mills, Director—June 19, 2014 I certify that the effective date of this resolution is June 24, 2014, pursuant to Code of Virginia Section 13.1-685, which states that action taken under that section is effective when the last director signs the consent. I certify that the abovementioned consent resolution has been properly filed in the corporate book of Greater Roanoke Transit Company. ATTEST: S/Stephanie M. Moon Reynolds Date Adopted: June 24, 2014 Stephanie M. Moon Reynolds" (See copies of Greater Roanoke Transit Company Certificate of Secretary and Action by Unanimous Written Consent of the Board of Directors of Greater Roanoke Transit Company on file in the Secretary's Office.) 228 WALMART BUS STOP SHELTER CONTRACT AUTHORIZATION: The General Manager submitted a written report recommending authorization to enter into a License Agreement, inclusive of the provision of indemnity, for a Bus Stop and Bus Stop Shelter with Walmart Real Estate Business Trust for the purpose of constructing a bus stop shelter solely on the property of Walmart. (For full text, see copy of report on file in the Secretary's Office.) "I, Stephanie M. Moon Reynolds, Secretary for Greater Roanoke Transit Company (GRTC), do hereby certify that pursuant to Code of Virginia Section 13.1- 685 and Article III, Section 3 of the By-Laws of GRTC, the following resolution was adopted by unanimous written consent of the Board of Directors of GRTC, and that such action was taken without a meeting of the Board of Directors: A RESOLUTION AUTHORIZING THE GENERAL MANAGER AND VICE PRESIDENT OF OPERATIONS OF GREATER ROANOKE TRANSIT COMPANY (GRTC) TO EXECUTE, AS MAY BE NEEDED, IN A FORM APPROVED BY GENERAL COUNSEL, A LICENSE AGREEMENT FOR A BUS STOP AND BUS STOP SHELTER BETWEEN GRTC AND WALMART REAL ESTATE BUSINESS TRUST (WALMART), UPON CERTAIN TERMS AND CONDITIONS, WHICH TERMS INCLUDE THE PROVISION OF INDEMNITY BY GRTC TO WALMART. WHEREAS, Walmart Real Estate Business Trust (Walmart) and Greater Roanoke Transit Company (GRTC) have agreed that GRTC and its Management Company can provide bus service to a bus stop and bus stop shelter to be located on Walmart property as allowed by a License Agreement for a Bus Stop and Bus Stop Shelter(Agreement). BE IT RESOLVED by the Board of Directors of GRTC that GRTC's General Manager and Vice President of Operations are each authorized to execute, as may be needed, in a form approved by General Counsel, a License Agreement for a Bus Stop and Bus Stop Shelter with Walmart Real Estate Business Trust for Walmart to grant a license to GRTC to enter upon such Agreement is attached to the report of the General Manager to this Board dated June 16, 2014. Such terms of the Agreement include the provision of indemnity by GRTC to Walmart. GRTC's Secretary is also authorized to attest any such documents. I certify that the following Directors of GRTC indicated their written consent by signing the abovementioned consent resolution: 229 David A. Bowers, Director— June 23, 2014 Court G. Rosen, Director — June 16, 2014 Michael B. Shockley, Director — June 16, 2014 Mark Jamison, Director — June 23, 2014 Melinda Payne, Director, June 20, 2014 Karen Michalski - Karney, Director —June 23, 2014 Curtis E. Mills, Director —June 19, 2014 I certify that the effective date of this resolution is June 23, 2014, pursuant to Code of Virginia Section 13.1 -685, which states that action taken under that section is effective when the last director signs the consent. I certify that the abovementioned consent resolution has been properly filed in the corporate book of Greater Roanoke Transit Company. ATTEST: S /Stephanie M. Moon Reynolds Date Adopted: June 23, 2014 Stephanie M. Moon Reynolds" (See copies of Greater Roanoke Transit Company Certificate of Secretary and Action by Unanimous Written Consent of the Board of Directors of Greater Roanoke Transit ' Company on file in the Secretary's Office.) OTHER BUSINESS: NONE. NEXT MEETING: Vice - President Rosen announced that the next regular meeting of the Board will be held on Monday, July 21, 2014 at 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. He also noted that this was the last meeting for Board Member Melinda Payne, adding that a note of appreciation should be sent on behalf of the Board. There being no further business, Vice - President Rosen declared the regular meeting adjourned at 1:54 p. m. APPROVED: ATTEST: d,4_� M. W� Court G. Rosen Stephanie M. Moon ey drtdl sAle Vice - President Secretary 230 GREATER ROANOKE TRANSIT COMPANY July 21, 2014 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, July 21, 2014, at 1:00 p.m., Room 159, the EOC 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 Mark Jamison, Karen Michalski - Karney, Curtis E. Mills, David B. Trinkle, Michael Shockley and President David A. Bowers -6. ABSENT: Director Ryan Spitzer -1. Also present were Sherman M. Stovall, Assistant Vice- President for Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Amelia C. Merchant, Acting Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon Reynolds, Secretary, Greater Roanoke Transit Company; and Kevin Price, Assistant General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meetings held on Monday, May 19, 2014, and Monday, June 16, 2014, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The Assistant General Manager submitted the Management Letter dated July 21, 2014, with regard to the following items: • Bus Shelter Projects • Marketing and Promotion • Triennial Review • Fiscal 2014 Year -to -Date Ridership and On Time Performance (For full text, see copy of Management Update on file in the Secretary's Office.) 231 In connection with the Fiscal Year -to -Date Ridership and On -Time Performance, Mr. Price called attention to negotiations with the Collective Bargaining Unit due to the expiration of the current contract on June 30, 2014, adding that the contract had been extended until October 31, 2014. In conclusion, he noted that proposals have been exchanged between both parties, and Valley Metro was waiting on a response. Without objection, the President stated that the Management Update would be received and filed. FINANCIAL REPORTS: The Assistant General Manager submitted the Financial Report for the month of May 2014. (For full text, see copy of the Financial Report on file in the Secretary's Office.) In response to an inquiry about the decrease in operating assistance from local subsidies, Mr. Price explained that the Commonwealth of Virginia and the Governor's Transportation Bill provided additional funding in recognition of incremental transit funding, which allowed for a reduction in local subsidies. There being no further comments, the President stated that the Financial Report for the month of May would be received and filed. FEDERAL TRANSIT ADMINSTRATION LADDERS OF OPPORTUNITY INITIATIVE GRANT PROJECT PROPOSAL AND APPLICATION: The Assistant General Manager submitted a written communication recommending authorization to file Federal Transit Administration Ladders of Opportunity Initiative Grant Project Proposal and Application. He further noted that the resolution had been amended to include "as adjusted by the presentation by Kevin Price, Assistant General Manager, at the Board Meeting on July 21, 2014." (See communication on file in the Secretary's Office.) Director Shockley offered the following resolution, as amended: "A resolution authorizing the filing of a project proposal and application and the acceptance and execution of appropriate agreements for capital financial assistance for fiscal years 2016, 2017, and 2018, with the Federal Transit Administration Ladders of Opportunity Initiative Grant Project, to replace or rehabilitate buses, upon certain conditions." Director Shockley moved the adoption of the amended resolution. The motion was seconded by Vice - President Trinkle. 232 For clarification purposes, Director Shockley asked if the total amount of the grant application would be $3.995 million of which the Federal government would provide 80 percent, with the Commonwealth of Virginia paying 10 percent and Valley Metro paying the remaining 10 percent; whereupon, Mr. Price answered in the affirmative. There being no additional questions and /or comments, the amended resolution was adopted by the following vote: AYES: Directors Jamison, Michalski - Karney, Mills, Shockley, Trinkle and President Bowers -6. NAYS: NONE -0. (Director Spitzer 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 the Board 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 qualified. (See report on file in the Secretary's Office.) Vice - President Trinkle placed in nomination the following individuals by titles: Roanoke City Mayor as President; Roanoke City Vice -Mayor as Vice - President; City Manager as Vice - President of Operations; Assistant City Manager for Operations as Assistant Vice- President of Operations; City Attorney as General Counsel and Registered Agent; City Clerk as Secretary; Deputy City Clerk as Assistant Secretary; and Director of Finance as Treasurer, for one -year terms of office ending June 30, 2015: There being no further nominations, the following persons were reappointed /appointed as officers of the Greater Roanoke Transit Companyforterms of one -year, each, ending June 30, 2015: ,. 233 m FOR MAYOR BOWERS, VICE -MAYOR TRINKLE, CITY MANAGER, ASSISTANT CITY MANAGER FOR OPERATIONS, CITY ATTORNEY, CITY CLERK, DEPUTY CITY CLERK AND DIRECTOR OF FINANCE: Directors Jamison, Michalski - Karney, Mills, Shockley, Trinkle and President Bowers -6. (Director Spitzer was absent.) (For full text, see copy of report on file in the Secretary's Office.) OTHER BUSINESS: RESOLUTION FOR DRPT FINANCIAL ASSISTANCE AGREEMENT: The Assistant General Manager submitted a Memorandum dated July 21, 2014, from the General Manager acknowledging and clarifying that the measure to approve by resolution and agreement between the Greater Roanoke Transit Company (GRTC) and the Commonwealth of Virginia Department of Rail and Public Transportation (DRPT) for financial assistance, in the amount of $150,000.00, for the operation of GRTC's Connector service was introduced verbally at the June 16, 2014 meeting of the GRTC Board of Directors; and that said measure was subsequently adopted by unanimous written consent of the Board on June 23, 2014. (See copy of communication on file in the Secretary's Office.) Without objection by the Board, the President stated that the Memorandum would be received and filed. NEW BUSINESS: STAR LINE TROLLEY: Vice - President Trinkle inquired as to whetherthe Star Line Trolley service would be extended to Grandin Road or other areas of the City; whereupon, Mr. Price advised that Valley Metro had discussed the matter, and staff did not recommend expansion, due to any additions to the route would affect the headway as well as require acquisition of an additional bus in order to meet the spare ratio. Since the Trolley service had originally been funded through the use of grant funding, Vice - President Trinkle questioned if services could be expanded if additional funds became available. Mr. Price pointed out that any increase in the Trolley service would require additional capital acquisitions. In response to inquiry about the Multi -Modal Station study, Mr. Price advised that the study was still in procurement, but had been transferred to the State level. The Vice - President of Operations added that the study would be performed as a partnership between a local firm and a national firm, and staff is waiting for approval from the State since they are providing the funding. 234 Vice - President Trinkle asked if the multi -modal station would include pedestrian, bicycle, bus, rail and parking; whereupon, the Vice- President for Operations answered in the affirmative. President Bowers asked if the multi -modal station would be entirely under the direction of the GRTC or if the City would also be involved. The Vice - President for Operations responded that the City of Roanoke, the GRTC and the Planning Commission were all involved in the proposed facility. In connection with passenger rail service returning to Roanoke, President Bowers stated that Jennifer Mitchell, the newly appointed Director of the Virginia Department of Rail and Public Transportation (DRPT), expressed a desire to extend the route to Christiansburg in order to provide service to Virginia Tech and Radford University students. He further advised that the New River Valley Passenger Train Committee would be meeting on Monday, August 11, 2014, at 3:00 p.m., at the Virginia Tech Alumni Center and he and the City Manager would be attending the meeting. TREASURER: Mayor Bowers recognized Barbara A. Dameron, the newly - appointed Director of Finance, who would be assuming her duties beginning July 22, 2014, and would also serve as Treasurer for the Greater Roanoke Transit Company. .d There being no further business, the President declared the regular meeting adjourned at 1:27 p.m. APPROVED: ATTEST: David A. Bowers Stephanie M. Moon Rey o ds President Secretary 235 GREATER ROANOKE TRANSIT COMPANY September 15, 2014 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, September 15, 2014, at 1:00 p.m., Room 159, the EOC 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 Mark Jamison, Karen Michalski - Karney, Curtis E. Mills, David B. Trinkle, and President David A. Bowers -5. ABSENT: Directors Michael B. Shockley and Ryan K. Spitzer -2. Also present were Sherman M. Stovall, Assistant Vice - President for Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Barbara A. Dameron, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon Reynolds, Secretary, Greater Roanoke Transit Company; and Carl Palmer, General Manager, Valley Metro. The President declared the existence of a quorum MINUTES: Without objection by the Board, the President advised that the ` reading of the minutes of the regular meeting held on Monday, July 21, 2014, would be dispensed with and approved with a correction noted that Vice - President Stovall was not in attendance. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated September 15, 2014, with regard to the following items: • Bus Shelter Projects • Marketing and Promotion • Triennial Review • Fiscal 2014 Year -to -Date Ridership and On Time Performance (For full text, see copy of Management Update on file in the Secretary's Office.) 236 ^ 1 In connection with Marketing and Promotion, Mr. Palmer stated the "Try Transit Week" marketing campaign will run from September 15 through September 19 and will focus on individuals who customarily do not use transit. He distributed a transit week flyer and coupons for one free trip on Valley Metro. (See handouts on file in the Secretary's Office.) President Bowers inquired if monthly, weekly and daily bus passes are available; whereupon, Mr. Palmer responded that monthly passes are available for $48.00, weekly passes are available for $14.00, and daily passes are available for riders that have been inconvenienced. He noted that fares are half price for senior citizens and individuals with disabilities. Without objection, the President stated that the Management Update would be received and filed. DONATION TO COMMONWEALTH COACH AND TROLLEY MUSEUM -SALE OF SURPLUS BUSES: Mr. Palmer advised that Valley Metro has 10 buses that are eligible for replacement under the Federal Transit Authorities' (FTA) guidelines, adding the Virginia Museum of Transportation would like to receive one of the buses. He noted that if the value of a bus is less than $5,000.00, Valley Metro can dispose of it as they deem appropriate and he pointed out that one of the buses has a fair market value of approximately $3,500.00. President Bowers asked if Valley Metro would be penalized by the FTA for the donation; whereupon, Mr. Palmer informed that there would be no penalty since the value of the bus is below the $5,000.00 threshold. Mr. Stovall noted that Valley Metro would only forfeit the potential proceeds from the sale of the asset. Following -up, President Bowers questioned if a donation had been made to the Virginia Museum of Transportation in the past three years. Mr. Stovall answered that a donation had been made to the museum approximately three years prior and the request had precipitated the creation of a policy regarding donations. Vice - President Trinkle inquired if the donation policy was in place; whereupon, Mr. Stovall answered in the affirmative and he explained that the FTA would have to authorize Valley Metro to dispose of the bus before staff formally brings the request before the Board. Indicating that he was in favor of the donation, Vice - President Trinkle asked why the value of the one particular bus is so low; whereupon, Mr. Palmer advised that the bus has a bad transmission. He further advised that a bus of similar condition in Richmond had recently sold for $3,800.00. 237 There being no objections, President Bowers suggested that staff secure the necessary approval from the FTA before bringing the formal request for the donation to the Virginia Transportation Museum before the Board. BUS DRIVERS UNION: Regarding ongoing negotiations between First Transit and the Bus Drivers Union, Mr. Palmer advised that several financial offsets have been offered to the Union and he hoped to be back at the negotiation table by November. Mr. Stovall noted that the Union had neither accepted nor rejected the terms that have been offered. President Bowers advised that as an elected official, he is not authorized to negotiate with a union. Mr. Callaghan agreed that the negotiations would be between First Transit and the Bus Drivers Union. Questioning when the current contract with Valley Metro drivers had commenced, President Bowers also inquired as to when the drivers had last been granted a salary increase. Mr. Stovall advised that the current contract with the drivers became effective in February 2013 and had expired in June 2014, but was extended by agreement until the end of October 2014. He further advised that upon execution of the February 2013 contract, a two percent pay increase had been granted retroactively to September 2012, and an additional one percent increase commenced in February at the start of the contract. He commented that City of Roanoke employees last received a pay increase of two percent in July 2013. FINANCIAL REPORTS: The General Manager submitted the Fiscal Year 2014 Financial Report (unaudited). (For full text, see copy of the Financial Report on file in the Secretary's Office.) Vice - President Trinkle inquired if there was an indication as to why Smartway Connector ridership had declined by three percent in the previous year, and if the Virginia Tech Carillon Research Institute (VTCRI) bus ridership had negatively impacted the Smartway Connector ridership. Mr. Palmer thought the decline in ridership was related to shifts in student population and their transportation needs. Mr. Price noted a loss of riders coming from the New River Valley to Roanoke as the cause of the decline in ridership. There being no further comments, the President stated that the Fiscal Year 2014 Financial Report (unaudited) would be received and filed. ,. 238 NEW BUSINESS: HUMAN RESOURCES: Stephanie Giles, Director of Finance, Valley Metro, introduced Sarah Godsey who was recently promoted to Accounting Clerk for Valley Metro. There being no further business, the President declared the regular meeting adjourned at 1:27 p.m. APPROVED: David A. Bowers President ATTEST: Stephanie M. Moon Reynol Secretary 239 GREATER ROANOKE TRANSIT COMPANY November 17, 2014 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, November 17, 2014, at 1:00 p.m., Room 159, the EOC 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 Mark Jamison, Curtis E. Mills, Michael B. Shockley, Ryan K. Spitzer, David B. Trinkle, and President David A. Bowers -6. ABSENT: Director Karen Michalski - Karney -1 Also present were Christopher P. Morrill, Vice - President for Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Barbara A. Dameron, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon Reynolds, Secretary, Greater Roanoke Transit Company; and Carl Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, September 15, 2014, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated November 17, 2014, with regard to the following items: • Bus Stop Shelter Projects • GRTC Bus Replacement and Rehabilitation Program • Collective Bargaining Agreement • Fiscal 2015 Ridership and On Time Performance (For full text, see copy of Management Update on file in the Secretary's Office.) 240 In connection with GRTC Bus Replacement and Rehabilitation Program, discussion was held with regard to funding source for the replacement grant, with Mr.Palmer noting that the Transportation Planning Organization (TPO) would be providing funding. In addition, he stated that Valley Metro's service area was considered an urban area, which causes Valley Metro to be competitive with other areas for funding based that is based on the number of passengers, miles and service hours, etc. In response to what would happen if grant funding was not available for bus replacement, Mr. Palmer advised that buses would remain in service for a longer period, which would cause an increase in preventative maintenance, and he hoped the impact of not replacing buses could be mitigated through bus rehabilitation. Referring to FY2015 Ridership Data, Vice - President Trinkle commented aboutthe increase in all categories, and inquired about the STAR service. Mr. Palmer responded that the STAR service was the para- transit provider for individuals with disabilities. There being no further comments and /or inquiries, the President stated that the Management Letter dated November 17, 2014, would be received and filed. FINANCIAL REPORTS: The General Manager submitted the First Quarter Financials (July- September) of Fiscal Year 2015. (See copy of report on file in the Secretary's Office.) In response to an update regarding the Virginia Tech Carilion Research Institute (VTCRI) bus service, and if Valley Metro had contacted VTCRI to discuss transportation services, Sherman M. Stovall, Assistant Vice- President for Operations, said that Valley Metro staff had met with VTCRI staff six months prior to discuss replacing their van with a bus, but Valley Metro was unable to provide a direct service, adding staff was considering changes to the Smartway Connector Service so that VTCRI could be accommodated There being no additional questions and /orcomments, the President stated that the First Quarter Financial Report would be received and filed. PROCUREMENT -FARE BOX REPLACEMENT: The General Manager submitted a written report recommending the purchase of forty -eight (48) SPX Genfare replacement fare boxes in an amount not to exceed the available grant funds and in accordance with Federal Transit Administration and Virginia Public Procurement Act regulations. (See report on file in the Secretary's Office.) 241 Director Shockley offered the following resolution: "A Resolution authorizing Greater Roanoke Transit Company's President, Vice - President of Operations, Assistant Vice - President of Operations, or General Manager or any combination of two of the four aforementioned individuals to execute a purchase contract, in a form approved by General Counsel, needed to purchase forty -eight (48) SPX Genfare replacement fare boxes from its current vendor, SPX Corporation, in compliance with Federal Transit Administration (FTA) Circular 4220. 1F, in an amount not to exceed the available grantfunds and in accordance with FTA and Virginia Public Procurement Act regulations; and authorizing the Vice - President of Operations and General Manager to take such further actions and execute such further documents, including any renewals authorized by the contract, as may be necessary to implement, administer, and enforce such contract." Director Shockley moved the adoption of the resolution. The motion was seconded by Vice - President Trinkle. The Assistant Vice - President of Operations stated the replacement of the fare boxes would set the stage for Smart Card technology, adding it was the first improvement in accordance with the Technology Plan. Question was raised regarding the reuse of the old fare boxes on new buses; whereupon, Kevin Price, Assistant General Manager, responded that the old fare boxes were more than ten years old and were not being recommended for reuse. In reference to the Smart Card technology, Vice - President Trinkle inquired about the procedure for re- loading cards; whereupon, the Assistant General Manager responded that additional credits could be placed on the cards at Campbell Court or on- line. Following discussion of the matter, the resolution was adopted by the following vote: AYES: Directors Jamison, Mills, Payne, Shockley, Trinkle and President Bowers -6. NAYS: NONE -0. (Director Michalski - Karney was absent.) 242 OTHER BUSINESS: KPMG AUDIT REPORT: Robert Jennings, Audit Senior Manager, KPMG, shared the results of GRTC's financial statements for the year ended June 30, 2014. (For full text, see copy of document on file in the Secretary's Office.) The President advised that the communications from KPMG with regard to the GRTC financial statements for the year ended June 30, 2014, would be received and filed. KPMG AUDIT REPORT: Robert Jennings, Audit Senior Manager, KPMG, shared the Financial Statements and Required Supplementary Information for June 30, 2014, and 2013. (For full text, see copy of document on file in the Secretary's Office.) The Municipal Auditor noted that report was consistent with the June statements. The President advised that the communications from KPMG with regard to the Financial Statements and Required Supplementary Information for June 30, 2014, and 2013; would be received and filed. NEW BUSINESS: Department of Rail and Public Transportation (DRPT): President Bowers reported that the Governor and the Department of Rail and Public Transportation (DRPT) had discussed adding an additional train to help alleviate the congestion around Charlottesville; and since rail service would be returning to Roanoke, he wonder if there had been discussions regarding the Smartway Connector service, i.e., whether it should be suspended, delayed, or adapted to cover areas farther south. In response to a question if the Smartway Connector was funded by the State or City, the Assistant Vice-President of Operations explained that funding for the service had been provided by the State during the first two years of operation; however, recently it has been provided through a local match due to the elimination of commuter funding by the State. NEW DIRECTOR: President Bowers welcomed Director Ryan Spitzer, Assistant Town Manager, who was attending his first GRTC Board of Directors Meeting, noting that Mr. Spitzer had replaced Melinda Payne, as the Board's regional representative,. 243 BUS SHELTER AT VALLEY VIEW WAL -MART: Council Member Anita J. Price inquired about the status of the bus shelter at the Valley View Wal -Mart; whereupon, Mr. Palmer advised that Valley Metro had recently received the design for the shelter, adding that the project would soon be under construction. As following -up question, Council Member Price asked for an estimated time - frame for completion of the project; whereupon, Mr. Palmer stated the project should be completed within six months barring any construction issues, adding that the biggest challenge was the current 30 to 40 foot ramp that consisted of two concrete platforms and removal of several trees. There being no further business, the President declared the regular meeting adjourned at 1:40 p.m. APPROVED: ATTEST: David Stephanie on Re Id Cdw President Secretary 244 GREATER ROANOKE TRANSIT COMPANY January 20, 2015 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 20, 2015, at 1:00 p.m., Room 159, the EOC 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 Mark Jamison, Curtis E. Mills, Michael B. Shockley, David B. Trinkle, and President David A. Bowers -5. ABSENT: Directors Karen Michalski - Karney and Ryan K. Spitzer -2. Also present were Christopher P. Morrill, Vice- PresidentforOperations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Barbara A. Dameron, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon Reynolds, Secretary, Greater Roanoke Transit Company; and Carl Palmer, General Manager, Valley Metro. The President declared the existence of a quorum. -.. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, November 17, 2014, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated January 20, 2015, with regard to the following items: • Bus Stop Shelter Projects • GRTC Bus Replacement and Rehabilitation Program • Collective Bargaining Agreement • Planning and Special Projects • Fiscal 2015 Ridership and On Time Performance (For full text, see copy of Management Update on file in the Secretary's Office.) - 245 In connection with the Wal -Mart Bus Stop Shelter Project at Valley View Mall, Mr.Palmer stated the survey had been completed, and staff would review two or three concepts by the end of the month. He further stated that on December 1, 2014, City Council had authorized an encroachment for a shelter at Virginia Western Community College, and at Carillon's request, the shelter at Roanoke Memorial had been replaced. The General Manager advised that the collective bargaining process with the bus drivers' union was in negotiation as Valley Metro continues to work and bargain in earnest, noting that an extension was in place through February 28. Regarding the GRTC's Bus Replacement Program, Mr. Palmer advised that the Technical Transportation Committee (TTC) had indicated it would make a recommendation to the Transportation Policy Organization (TPO) that a fund of approximately $1.9 million be established for the purpose of replacing GRTC buses each year over a six year period. He hoped that the TPO would accept the recommendation and submit the proposal to the Commonwealth Transportation Board (CTB). For clarification, Vice - President Trinkle inquired if the report was better news than previously expected; whereupon, Mr. Palmer confirmed that it was, adding that Valley Metro had asked the Commonwealth of Virginia Department of Rail and Public Transportation (DRPT) to assist with funding for Fiscal Year 2016 because the proposed CTB funding would not be available until Fiscal Year 2017. Following -upon the GRTC's Bus Replacement Program, Vice - President Trinkle questioned if the proposal for funding would likely continue longer; and would it be based on the established amount; whereupon, Mr. Palmer answered in the affirmative. President Bowers asked if the Transportation Planning Organization (TPO) had formerly been the Metropolitan Planning Organization (MPO); whereupon, Mr. Palmer responded in the affirmative, noting that it was a regional commission. Referring to Planning and Special Projects, Mr. Palmer said that the roof at the Campbell Court Transfer Center had not been replaced since 1985, and it had been leaking which has made it less marketable to renters. Concerning the expansion of the Vehicle Maintenance Facility, Mr. Palmer stated that four proposals had been received in response to the Requestfor Proposal (RFP) for construction of an expansion facility on the .68 acre undeveloped property located directly across from the current administration and maintenance facility on Campbell Avenue, S. E. 246 Noting support from the City of Roanoke, Roanoke County and Botetourt County, Mr. Palmer explained that GRTC staff had been coordinating with TPO staff to propose a route extension from King Street, N. E., to the Roanoke Center for Industry and Technology in the City of Roanoke; Wal- Mart/Lowe's and Kroger in Roanoke County; and the Jack C. Smith and East Park Industrial Parks in Botetourt County. President Bowers inquired as to the timeline for extending the route; whereupon, Mr. Palmer stated that the extension would be implemented in the next fiscal year. In regard to the Fiscal Year 2015 Ridership and On Time Performance, President Bowers asked if the 19 percent increase in ridership for the Smart Way Connector was based on ridership data from the previous year; whereupon, Mr. Palmer confirmed that it was. President Bowers stated that the Smart Way Connector would not be in running once rail service returns to Roanoke, unless additional train service is added to Lynchburg. He commented there had been conversations with regard to providing a connector from the New River Valley to the Roanoke train, and he inquired as to when information about the proposed service would be available. Mr. Palmer responded that any additional service would be contingent upon the availability of funding from neighboring localities. The Assistant Vice - President for Operations interjected that consideration would be given to altering the current connector service once the Roanoke train schedule has been established; noting that the Smart Way Connector currently operates daily except for Sundays. Continuing, he commented that the local match for the Smart Way Connector service is approximately $75,000.00, and additional services would have to be funded by the localities being served. Vice - President Trinkle asked if Lynchburg had provided funding for the Smart Way Connector service; whereupon, the Assistant Vice - President for Operations advised they had not provided funding, and that localities in the New River Valley have been hesitant to provide funding for a connector service since the Lynchburg train's departure time was very early in the morning. There being no further questions and /or comments, the President stated that the Management Letter dated January 20, 2015, would be received and filed. FINANCIAL REPORTS: The General Manager submitted the November 2014 Financial Report. (See copy of report on file in the Secretary's Office.) n 247 There being no comments, the President stated that the Greater Roanoke Transit Company November 2014 Financial Report would be received and filed. CAMPBELL COURT TRANSFER CENTER - CAPITAL MAINTENANCE: The General Manager submitted a written report recommending the execution of a construction contract with AAR of North Carolina, Inc., for replacement of the Campbell Court Transfer Center roof. (See report on file in the Secretary's Office.) Director Shockley offered the following resolution: "A Resolution authorizing Greater Roanoke Transit Company's President, Vice - President of Operations, Assistant Vice- President of Operations, or General Manager or any combination of two of the four aforementioned individuals to execute a construction contract, in a form approved by General Counsel, needed to replace the roof of the Campbell Court Transfer Center, in compliance with Federal Transit Administration (FTA) Circular 4220.1 F, and in accordance with FTA and Virginia Public Procurement Act regulations; and authorizing the Vice - President of Operations and General Manager to take such further actions and execute such further documents as may be necessary to implement, administer, and enforce such contract." Director Shockley moved the adoption of the resolution. The motion was seconded by Vice- President Trinkle and adopted by the following vote: AYES: Directors Jamison, Mills, Shockley, Trinkle and President Bowers -5. NAYS: None -0. (Directors Michalski - Karney and Spitzer were absent.) BUS SHELTER - ENCROACHMENT AGREEMENT: The General Manager submitted a written report recommending the execution of an encroachment agreement, inclusive of indemnification, with the City of Roanoke for the expressed purpose of installing a bus stop shelter on the southbound side of Colonial Avenue in front of the Virginia Western Community College's Fralin Center for Science and Health Professions. (See report on file in the Secretary's Office.) E • Vice - President Trinkle offered the following resolution: "A Resolution authorizing the General Manager of Greater Roanoke Transit Company (GRTC) to execute an encroachment ordinance fora bus stop shelter between GRTC and the City of Roanoke (City), upon certain terms and conditions, which terms include the provision of indemnity by GRTC to the City." Vice - President Trinkle moved the adoption of the resolution. The motion was seconded by Director Shockley and adopted by the following vote: AYES: Directors Jamison, Mills, Shockley, Trinkle and President Bowers -5. NAYS: None -0. (Directors Michalski - Karney and Spitzer were absent.) FEDERAL TRANSIT ADMINISTRATION - CAPITAL FINANCIAL ASSISTANCE. GRANTS: The General Manager submitted a written report recommending the authorization to file grants for Federal Transit Administration Operating and Capital Financial Assistance and Commonwealth of Virginia Operating and Capital Financial Assistance for Fiscal Year 2015 -2016. (See report on file in the Secretary's Office.) Vice - President Trinkle offered the following resolution: "A Resolution authorizing the filing of applications and the acceptance and execution of appropriate agreements for operating and capital financial assistance for Fiscal Year 2015 -2016 with the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation upon certain terms and conditions." Vice - President Trinkle moved the adoption of the resolution. The motion was seconded by Director Shockley and adopted by the following vote: AYES: Directors Jamison, Mills, Shockley, Trinkle and President Bowers -5. NAYS: None -0. (Directors Michalski - Karney and Spitzer were absent.) OTHER BUSINESS: NONE. 249 President Bowers announced that the next meeting of the GRTC would be held on Monday, March 16, 2015, at 1:00 p.m. There being no further business, the President declared the regular meeting adjourned at 1:20 p.m. APPROVED: ATTEST: �- David A. Bowers Stephanie M. Moon Reynold President Secretary 250 GREATER ROANOKE TRANSIT COMPANY March 16, 2015 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by Vice- President David B. Trinkle on Monday, March 16, 2015, at 1:00 p.m., Room 159, the EOC 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 Mark Jamison, Karen Michalski - Karney, Curtis E. Mills, Michael B. Shockley, Ryan K. Spitzer, and Vice - President David B. Trinkle -6. ABSENT: President David A. Bowers -1. Also present were Sherman M. Stovall, Assistant Vice- President of Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Barbara A. Dameron, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon Reynolds, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The Vice - President declared the existence of a quorum MINUTES: Without objection by the Board, the Vice - President advised that the reading of the minutes of the regular meeting held on Tuesday, January 20, 2015, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated March 16, 2015, with regard to the following items: • GRTC Bus Replacement and Rehabilitation Program • Collective Bargaining Agreement • Ban the Box Policy • Fiscal 2016 Budget • Planning and Special Projects • Continuing Smart Way Connector Post Amtrak Arrival /2" "Lynchburg Train 251 • Marketing and Communications • Fiscal 2015 Ridership and On Time Performance (For full text, see copy of Management Update on file in the Secretary's Office.) In connection with the GRTC Bus Replacement and Rehabilitation Program, Mr. Palmer advised that the Transportation Policy Organization (TPO) had recently approved Valley Metro's request for a $1.9 million per year bus rehabilitation program commencing FY 2017 and continuing for six years. Concerning the Collective Bargaining Agreement, he advised that Valley Metro had reached a three year agreement with the Amalgamated Transit Union Local 1493 Bus Drivers Collective Bargaining Unit for a three -year term commencing retroactively from July 1, 2014, through June 30, 2017. Regarding the Ban the Box Policy, Mr. Palmer advised that staff was in the process of implementing the Southwestern Virginia Transit Management Company's (SVTMC) Ban the Box policy; wherein, the question asking if an applicant had been convicted of a felony would be removed from Valley Metro's Employment Application. He noted that staff thought removal of the question would assist in promoting the Equal Employment Opportunity Commission's (EEOC) requirements for managing applicants with a criminal history and would enhance GRTC /SVTMC efforts for fair and inclusive recruitment, hiring and promotion practices. Vice - President Trinkle inquired if the policy would mirror the City's efforts in banning the box; whereupon, Mr. Palmer answered in the affirmative. Following up, Vice - President Trinkle questioned if some positions would still require a background check; whereupon, Mr. Palmer again answered in the affirmative. In connection with the Fiscal Year 2016 Budget, Mr. Palmer advised that staff was not recommending a fare increase for the upcoming year. Mr. Stovall reminded that the base fare had not been increased since 2007, adding there may be opportunities to increase the fare for the Smart Way Connector during the Fiscal Year 2017 Budget Cycle. Commenting on Planning and Special Projects, Mr. Palmer indicated that AAR Roofing and Sheet Metal Company of North Carolina had begun preparations for replacing the roof at Campbell Court, and the project should be complete by late spring. He further indicated that the proposed Vehicle Maintenance Facility was in the design phase and staff hoped to award a construction contract in April, adding that when completed, the facility will be able to house approximately 10 vehicles. 252 Mr. Palmer advised that GRTC was not able to secure Federal and State funding ' for bus service to the Bonsack area, but staff may pursue implementing a portion of the plan through local funding. Regarding Fare Boxes, Mr. Palmer reported that the new fare boxes had been activated on March 1, and he looked forward to utilizing their full functionality. Mr. Price commented that the fare boxes have the ability to provide vehicle location and other data that would be used as a planning tool. Following -up on a prior request for information related to plans for the Smart Way Connector service after passenger rail service returns to Roanoke, Mr. Price explained that an opportunity to provide a connector service from the New River Valley to the Roanoke train would exist; additionally, he indicated there may be a need for continued service to Lynchburg to accommodate a second passenger train that will be added. He advised that a subsidy of approximately $27,000.00 would be needed to provide the proposed service to the New River Valley. Director Shockley inquired if $72,000.00 was the current cost for the Smart Way Connector, and if an additional $27,000.00 would be required for the New River Valley connector; whereupon, Mr. Price answered in the affirmative. Mr. Stovall interjected that ^ staff had assumed that once passenger rail service returned to Roanoke, the Smart Way Connector service would be discontinued, and he hoped there would be a means of reclaiming the additional funding. Vice - President Trinkle said that he had supported discontinuing the Smart Way Connector service once passenger rail service returns to Roanoke, and inquired as to why a connector to the second train should be supported. Mr. Stovall commented that there had been some inquiries, and that staff was merely responding to those inquiries, advising that the Board would determine whether the new service would be implemented or not. Following -up, Vice - President Trinkle suggested that staff conduct a survey to determine ridership prior to initiating a new service. Mr. Palmer stated that surveys can be helpful, but they can also be very expensive, and he thought it would be more cost effective to work with officials from the New River Valley and Amtrak to determine the feasibility. Mr. Stovall thought it would be most prudent to provide the service on a six month trial basis to determine if the service would be cost effective. Vice- President Trinkle noted that the City of Roanoke currently funds the Smartway Connector to Lynchburg, and he inquired if the localities in the New River Valley would provide funding for a connector service to Roanoke; whereupon, Mr. Palmer replied that he expected localities in the New River Valley to provide funding for the service. 253 In connection with Marketing and Communications, Mr. Palmer indicated that an instructional video related to the new fare boxes had been posted on Valley Metro's website. Mr. Price pointed out that the City's "Art by Bus" campaign had commenced in early March as a means of raising awareness and appreciation for art through exposure on Valley Metro Buses, adding that periodically musicians would be performing on the trolleys. Continuing, he encouraged everyone to like Valley Metro's Facebook page. Vice - President Trinkle noted that a blogger will be posting stories on Facebook about her Valley Metro Bus experiences. Mr. Palmer confirmed that the writer would eventually present a compilation of her work at a public venue. Vice - President Trinkle inquired as to how bus patrons would know when musicians would be performing on the trolleys; whereupon, Mr. Price explained that the performances would be on an impromptu basis. Noting the cool factor of having musical performances on the trolleys, Vice - President Trinkle thought it would be nice to have trolley musicians for special events and conferences. Vice - President Trinkle questioned if there had been a change in ridership since the additional stop at Virginia Tech Carillon Medical School (VTC) had been added; whereupon, Mr. Stovall noted there had been some comments regarding the increased commute times. Following -up, Vice - President Trinkle asked how much time had been added to the commute; whereupon, Mr. Price answered that the addition of the Exit 118, Exit 140 and Virginia Tech stops had created only a slight increase in time, but the downtown Roanoke stop had increased the time by approximately 20 minutes. Vice - President Trinkle questioned if the additional stop at VTC was permanent, or if it was on a trial basis; whereupon, Mr. Price answered that the stop would be evaluated for efficiency following a trial period. Director Mills inquired if the on -time performance of the trolley had been evaluated and Mr. Price stated that the trolley's performance is evaluated every day. Director Michalski - Karney asked for a brief update on the progress of the Valley View Walmart bus shelter; whereupon, Mr. Palmer advised that the shelter was in the preliminary design phase, a preferred model had been selected and the consultant had been working on the project, adding the specifications for the shelter would be complete within two weeks. 254 Director Spitzer questioned if a survey would be conducted to determine which riders are eligible to utilize the STAR Paratransit services. Mr. Stovall advised that staff would be developing a plan for STAR riders to recertify their eligibility within the next 90 days, noting staff's desire to provide equal opportunities for ridership. He commented that staff had expected competition to influence the market, but when a bid for a paratransit provider was advertised, only one bid had been received. He pointed out that there are many components that influence the cost of providing paratransit services and many other carriers have experienced the effects of the rising costs. Mr. Palmer referenced a recent article in a Social Security publication that highlighted the Baby Boomer Generation's growing need for services which had caused an increase in costs. Mr. Stovall commented that the current contract for paratransit services contains many cost control strategies. Emphasizing the lack of competition for paratransit providers in the Roanoke area, Mr. Palmer pointed out that it would be difficult fora private contractor to become established in the Roanoke valley due to the cost of relocating. There being no further questions and /or comments, and without objection by the Board, the Vice- President stated that the Management Letter dated March 16, 2015, would be received and filed. FINANCIAL REPORTS: The General Manager submitted the January 2015 Financial Report. (See copy of report on file in the Secretary's Office.) Without objection by the Board, the Vice - President stated that the Greater Roanoke Transit Company January 2015 Financial Report would be received and filed. APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager requested approval of appointment of two members of the Board of the Greater Roanoke Transit Company and two officers of the Greater Roanoke Transit Company be appointed to serve as the Fiscal Year 2015 -2016 Budget Review Committee to review the proposed budget. Director Shockley placed in nomination the Director of Finance, the Assistant Vice - President of Operations, the Vice- President and Director Shockley to serve on the Fiscal Year 2015 -2016 Budget Review Committee. 255 There being no further nominations, the Director of Finance, the Assistant Vice - President of Operations, the Vice - President and Director Shockley were appointed to serve on the Fiscal Year 2015 -2016 Budget Review Committee by the following vote: FOR THE DIRECTOR OF FINANCE, THE ASSISTANT VICE - PRESIDENT OF OPERATIONS, THE VICE - PRESIDENT AND DIRECTOR SHOCKLEY: Directors Jamison, Michalski - Karney, Mills, Shockley, Spitzer and Vice - President Trinkle -6. (President Bowers was absent.) SECRETARY: ANNUAL MEETING OF THE GRTC STOCKHOLDERS: The Secretary submitted a written communication setting forth the date for the Annual Meeting of the GRTC Stockholders to be held on Monday, June 15, 2015, at 1:30 p.m., in the City Council Chamber. (See communication on file in the Secretary's Office.) Director Shockley moved that the Board concur in the date as set forth by the Secretary. The motion was seconded by Director Jamison and adopted. OTHER BUSINESS: NONE. Vice - President Trinkle announced that the next meeting of the GRTC would be held on Monday, May 18, 2015, at 1:00 p.m., in Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the Vice - President declared the regular meeting adjourned at 1:27 p.m. 0 PROVED: ATToE�(S'�T::�� � �Y1 � ) 4 _* � " �' d^t no-ecYv David B. T mkle Stephanie M. Moon Re Id Vice - President Secretary 256 GREATER ROANOKE TRANSIT COMPANY May 18, 2015 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, May 18, 2015, at 1:00 p.m., Room 159, the EOC Conference Room, first floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuantto written notification by the Secretary of the Corporation. PRESENT: Directors Mark Jamison, Karen Michalski - Karney, Curtis E. Mills, Michael B. Shockley, Ryan K. Spitzer, and President David A. Bowers -6. ABSENT: Vice- President David B. Trinkle -1. Also present were Christopher P. Morrill, Vice - President for Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Barbara A. Dameron, Treasurer, Greater Roanoke Transit Company; Cecelia T. Webb, Acting Secretary, Greater Roanoke Transit Company; Carl Palmer, General Manager, Valley Metro; Kevin Price, Assistant General Manager, Valley Metro; and Stephanie Giles, Director of Finance, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, March 16, 2015, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated May 18, 2015, with regard to the following items: • GRTC Bus Replacement and Rehabilitation Program • Planning and Special Projects • Fiscal 2015 Year to Date Ridership and On Time Performance (For full text, see copy of Management Update on file in the Secretary's Office.) 257 In connection with the Bus Replacement and Rehabilitation Program, Mr. Palmer stated that approximately $1.9 million for the purpose of replacing GRTC buses, over a six year period, was approved by the Transportation Planning Organization (TPO) Policy Board and it was expected that the Commonwealth Transportation Board (CTB) would approve the allocation in June. Regarding planning and special projects, Mr. Palmer advised that staff was in negotiations with a qualified respondent to the request for qualifications (RFQ) for architect and engineering (A&E) services for the planned Vehicle Maintenance Expansion Facility and noted that if a contract was not successfully negotiated, the design facility's parameters would be modified for initiation of a second RFQ. The General Manager further advised that the design for the Valley View Wal -Mart bus shelter was to be reviewed and approved by the store's real estate division; and upon approval the design specifications would be solicited to a contractor for construction. Referring to Fiscal 2015 Ridership and On Time Performance, Mr. Palmer said that overall ridership for Fiscal Year 2015 was 1.7 percent below Fiscal Year 2014 and that a bus was considered on -time if it was only one to five minutes late. President Bowers inquired as to the timeline for the construction of the Valley View Wal -Mart bus shelter; whereupon, Mr. Palmer stated that hopefully the shelter would be completed by the end of the calendar year. Director Mills asked how the bus stop located at Riverside affected the ridership of the Smart Way Bus; whereupon, the Assistant General Manager explained that it was neutral and the stop has not affected the operations of the Smart Way Bus. There being no further questions and /or comments, the President stated that the Management Letter dated May 18, 2015, would be received and filed. FISCAL YEAR 2015 - 2016 BUDGET: The General Manager submitted a written report recommending approval of the Fiscal Year 2015 - 2016 Budget. (See report on file in the Secretary's Office.) 258 Director Shockley offered the following resolution: "A resolution approving a Fiscal Year 2016 Budget for Greater Roanoke Transit Company." Director Shockley moved the adoption of the resolution. The motion was seconded by Director Michalsky - Karney. The Assistant Vice- President for Operations presented the following information: FY 2016 Budget • Total Recommended Budget - $9,168,205 o Decrease of $132,288,1.4% • Maintain current service levels o Vinton exploring route revisions • Maintain current fare of $1.50 o Last fare adjustment in 2007 Revenues • Passenger Revenue o Anticipate stable revenue stream resulting from implementation of smart card technology • Other Revenue • Increase of $13,559, 5.3% • Includes advertising, rental, investment, parking and miscellaneous • State /Federal Revenue • State— Decrease of $208,428, 11% • Federal —Decrease of $29,336, 1% • Local Revenue o All Sources — Increase of $91,617 259 Expenses • Labor and Fringe Benefits Increased $58,424 o Compensation adjustment of 3% for non -union personnel .� Costs in this category offset by savings of approximately $103,000 from decrease in health insurance and change in selected personnel policies • Materials and Supplies o Decrease of 290,564 in fuel costs resulting from favorable futures contract • Miscellaneous o Increase of Increase of $73,725 for para - transit service The Assistant Vice - President of Operations advised that the budget totaled $9.2 million, which is a decrease from the previous budget; and that the last fare adjustment occurred in 2007 up to $1.50, but no fare increase was recommended in the Fiscal Year 2016 budget. There being no additional comments, the resolution was adopted bythe following vote: AYES: Directors Jamison, Michalski - Karney, Mills, Shockley, Spitzer and President Bowers -6. NAYS: NONE -0. (Vice- President Trinkle was absent.) SELECTION OF AUDIT FIRM FOR GRTC ANNUAL FINANCIAL AUDIT: Drew Harmon, Municipal Auditor presented the following information: (See presentation on file in the Secretary's Office.) Audit Required by State Code • 15.2 -2511: Localities (including related entities] shall have their accounts and records audited annually as of June 30 by an independent certified public accountant. Locality = Related Entities • Five distinct audits: o City o City Pension Plan 260 • Greater Roanoke Transit Company [GRTC] • Roanoke City Public Schools [RCPS] • Berglund Center [Formerly Civic Center] Procurement Considerations • Governance • Procurement laws and regulations • Commonality of Financial Policies and Procedures • Shared Financial Systems • Specialized Knowledge • Contractual Agreements • Concluded that three separate selection committees should be utilized GRTC Selection Committee • Carl Palmer, General Manager • Stephanie Giles, Director of Finance • Drew Harmon, Municipal Auditor Reouest for Proposal Asked For • Experience auditing similar entities • Qualifications of partners and staff • Involvement in professional /standards groups • Audit process and quality assurance • Independence • Training and technical resources • Peer review results Proposals Received GRTC City /Remion RCPS KPMG^ KPMC Brwn, E"ards B CO' &van, Edwardsd CO 6rmm, EdvaASBCO' Ch., Bekaa, Cherry BekanP Char, Bekaen" PR Mares M[Cladrey PB Mares Robinson Fanny COR Robinson Lmmer Coa^ 261 Contracts Awarded Cherry Bekaert: • GRTC • City • City Pension Plan • Berglund Center [Existing Contract] Brown, Edwards & Company RCPS Cherry Bekaert Firm Seven Offices in VA: • Roanoke • Lynchburg • Richmond • Norfolk • Newport News • Virginia Beach • Tysons Super Regional Firm: • 26th largest firm in US • 950 Employees • HQ in Richmond • Offices in North Carolina, South Carolina, Georgia, and Florida Cherry Bekaert Clients Virginia Cities /Counties: • Charlottesville • Suffolk • Virginia Beach • Portsmouth • Hampton • Newport News • Chesapeake • Roanoke County • Loudon County Transportation Entities: • DRPT • VDOT • Chesapeake Expressway • Richmond Metro Authority • MARTA [Atlanta] L • City of Charlotte Transit • City of Raleigh Bus Svc • Triangle Transit Authority 262 Contract • Effective June 30, 2015 • Option to Renew Annually Through 2019 • Final Opinions and Reports By October 31 • Presentation to Board of Trustees in November Audit Fees S 19,350 S 19,350 f 19,170 S 20,135 f 20,535 Applies 2% annual lnveese alter t,, - -m year. Fee History 200 5 1 - -- 2006 13,900 296% 2007 12,300 (11.51%1 Remo -d Rft rc—, Tru,,%o 2008 12,670 3.01% 2009 13,050 3.00% 2010 18,800 94.06% Cast of Sb11111, 11r4111,tl 2011 19,300 2.66% 2012 19,800 2.59% 2013 20,300 2.53% 2014 20,800 2.46% Averge_1986 — 6.45% Change in Reporting • Expenditures of FTA Funding Now Explicitly Reported in GRTC Financial Statements. ✓ Compliance Responsibility has Always Resided with GRTC Management and the Board of Trustees. • GRTC will now Certify and File the Required Data Collection Form with the Federal Clearing House. What's next • Sign Engagement Letter • Authorize KPMG to Meet with Cherry Bekaert • Brief Board on General Audit Plan July 20 • Draft Opinions by October 15 • Presentation to the Board November 16 Director Shockley moved the selection of Cherry Bekaert as the Audit firm to conduct the GRTC Annual Financial Audit. The motion was seconded by Director Mills and unanimously adopted on voice vote. OTHER BUSINESS: President Bowers called attention to the appointment of Board Members during the Stockholders' meeting to be held on Monday, June 15, 2015, at 1:30 p.m., in the Council Chamber; and asked that General Counsel review the number of terms of office each Board Member can serve. 263 President Bowers announced that the next meeting of the GRTC would be held on Monday, June 15, 2015, at 1:00 p.m. There being no further business, the President declared the regular meeting adjourned at 1:20 p.m. APPROVED: Q aJ4wr -.� Davi . Bowers President A ES ecelia T. Webb Acting Secretary 264 GREATER ROANOKE TRANSIT COMPANY June 15, 2015 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by Vice - President David B. Trinkle on Monday, June 15, 2015, at 1:45 p.m., Room 451, the Council's 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 Mark Jamison, Karen Michalski - Karney, Ryan K. Spitzer, and Vice - President David B. Trinkle-4. ABSENT: Directors Curtis E. Mills, Michael B. Shockley and President David A. Bowers -3. Also present were Christopher P. Morrill, Vice - President for Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Barbara A. Dameron, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon Reynolds, Secretary, Greater Roanoke Transit Company; Carl Palmer, General Manager, Valley Metro; Kevin Price, Assistant General Manager, Valley Metro; and Stephanie Giles, Director of Finance, Valley Metro. The Vice - President declared the existence of a quorum. MINUTES: Without objection by the Board, the Vice - President advised that the reading of the minutes of the regular meeting held on Monday, May 18, 2015, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: BOARD OF DIRECTORS MEETING SCHEDULE FOR FISCAL YEAR 2015 — 2016: The General Manager submitted a written report recommending adoption of the Board of Directors' Meeting Schedule for Fiscal Year 2015 -2016. (For full text, see copy of report on file in the Secretary's Office.) 265 Director Jamison offered the following resolution adopting the GRTC Board of Directors' meeting schedule for 2016 Fiscal Year: A RESOLUTION ESTABLISHING A SPECIFIC MEETING SCHEDULE FOR THE BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY (GRTC). WHEREAS, at the Board's June 15, 2015 meeting, the GRTC General Manager recommended that the Board adopt a specific meeting schedule for the 2016 Fiscal Year, which ends on June 30, 2016, as more fully set forth in the General Manager's report dated June 15, 2015, to this Board. BE IT RESOLVED by the Board of Directors of GRTC as follows: 1. That the Board of Directors hereby approves and adopts the specific meeting schedule that is set forth below. Except for the meeting on June 20, 2016, the meetings are set to start at 1:00 p.m. and will be held in the Emergency Operations Center (EOC) Conference Room which is located on the first floor of the Noel C. Taylor Municipal Building, 215 Church Avenue, S. w., Roanoke, Virginia 24011, unless a different location is designated by the President or Secretary of the Board. The meeting for Monday, June 20, 2016, will be held at 1:45 p.m. in the City Council Conference Room, Room 451, on the fourth of the Noel C. Taylor Municipal Building, 215 Church Avenue, s. W., Roanoke, Virginia 24011. In accordance with Article III, Section 4 of the GRTC By -Laws, the following meeting dates for the GRTC Board are approved for the 2016 Fiscal Year: July 20, 2015 (Monday, 1:00 p.m. — EOC) September 21, 2015 (Monday, 1:00 p.m. — EOC) November 16, 2015 (Monday, 1:00 p.m. — EOC) January 19, 2016 (Tuesday, 1:00 p.m. — EOC) March 21, 2016 (Monday, 1:00 p.m. — EOC) May 16, 2016 (Monday, 1:00 p.m. — EOC) June 20, 2016 (Monday, 1:45 p.m. — City Council Conference Room, Room 451) 2. The GRTC Board can hold additional meetings on an as- needed basis in accordance with the GRTC By -Laws. 266 3. The schedule of meetings for the GRTC Board for subsequent fiscal years may be set annually by the Board at the June Board meeting, or at any other Board meetings as the Board may determine to be appropriate. ATTEST: S /Stephanie M. Moon Reynolds Date Adopted: June 15, 2015 Stephanie M. Moon Reynolds, Secretary" Director Jamison moved the adoption of the resolution. The motion was seconded by Director Michalski - Karney and adopted by the following vote: AYES: Directors Jamison, Michalski - Karney, Spitzer, and Vice - President. Trinkle -4. NAYS: None -0. (Directors Mills, Shockley and President Bowers were absent.) OTHER BUSINESS: Vice - President Trinkle announced thatthe next meeting of the GRTC Board would be held on Monday, July 20, 2015, at 1:00 p.m., in Room 159, Emergency Operations Center Conference Room, first floor, Noel C. Taylor Municipal Building. There being no further business, the Vice - President declared the regular meeting adjourned at 1:47 p.m. J PROVED: ATTEST: id B. rinkle Stephanie M. Moon eynol Vice - President Secretary 267 GREATER ROANOKE TRANSIT COMPANY July 20, 2015 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by Vice- President David B. Trinkle on Monday, July 20, 2015, at 1:00 p.m., Room 159, the EOC 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 Bestpitch, Mark Jamison, Christopher Lawrence, Karen Michalski - Karney, Curtis E. Mills, Michael Shockley, and Vice - President David B. Trinkle -7. ABSENT: NONE -0. Also present were Christopher P. Morrill, Vice - President for Operations, Sherman M. Stovall, Assistant Vice - President for Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Barbara A. Dameron, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon Reynolds, Secretary, Greater Roanoke Transit Company; Carl L. Palmer, General Manager, Valley Metro; Kevin Price, Assistant General Manager, Valley Metro; and Stephanie Giles, Director of Finance, Valley Metro. The Vice - President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, June 15, 2015, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) 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 the Board 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 qualified. (For full text, see copy of report on file in the Secretary's Office.) •: without objection by the Board, the following individuals by titles were placed in nomination: Roanoke City Vice -Mayor as President; Roanoke City Council Member William Bestpitch as Vice- President; City Manager as Vice - President of Operations; Assistant City Manager for Operations as Assistant Vice - President of Operations; City Attorney as General Counsel and Registered Agent; City Clerk as Secretary; Deputy City Clerk as Assistant Secretary; and Director of Finance as Treasurer, for one -year terms of office, each, ending June 30, 2016: There being no further nominations, the following persons were reappointed /appointed as officers of the Greater Roanoke Transit Company for terms of one -year, each, ending June 30, 2016: FOR VICE -MAYOR TRINKLE, COUNCIL MEMBER BESTPITCH, CITY MANAGER, ASSISTANT CITY MANAGER FOR OPERATIONS, CITY ATTORNEY, CITY CLERK, DEPUTY CITY CLERK AND DIRECTOR OF FINANCE: Directors Bestpitch, Jamison, Lawrence, Michalski - Karney, Mills, Shockley, and Vice - President Trinkle -7. REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated July 20, 2015, with regard to the following items: • Planning and Special Projects • Campbell Court Roof Replacement • Transit Vision Plan • Melrose Corridor Bus Stop Improvements • ADA STAR Service Customer Data Files Update • Ridership and On Time Performance (For full text, see copy of Management Update on file in the Secretary's Office.) In connection with planning and special projects, Mr. Palmer advised that the Transportation and Planning Organization (TPO) was in the process of finalizing the survey and analysis phase of the Roanoke Valley Transit Vision Plan; the City's Engineering Department and GRTC was working on improvements to U. S. 460 Orange Avenue /Melrose Avenue Corridor for bus stop locations; and plans were in development for a re- certification process for para- transit service eligibility. In conclusion, he noted that overall ridership to date was down 1.6 percent compared to Fiscal Year 2014. 269 The Assistant Vice - President for Operations added that the survey information for the Regional Transit Vision Plan confirmed that passengers wished to have transit to RCIT and the Clearbrook area and migrating away from a pulse system to modify service. Vice- President Trinkle inquired as to the timeline of recommendations in connection with the Transit Vision Plan. The Assistant General Manager advised that the vision plan would be complete July 2016 and recommendations would follow within the next Fiscal Year. Director Bestpitch asked if the hours of operation for service were under review; whereupon, the Assistant Vice - President for Operations replied in the affirmative. Without objection, the Vice- President stated that the Management Update would be received and filed. VINTON SERVICE MODIFICATIONS UPDATE: The Assistant General Manager highlighted the following presentation: (See presentation on file in the Secretary's Office.) it Vinton Transit Service Options .1ft w.n 1mrt.I ,,i [,,..p I Vinton Transit Service Options opao�� ie�o�u- *nw�a.,.mo.m Amwsoo.Mmw, vaa�a� 270 Vinton Transit Service Options .M.., Wloel - x,.mn.m.s�reIvmreeeunnar Vinton Transit Service oo.ro�a c.er,rearrm r..,m sa- na- smarseu. Vinton Transit Service Options Additional proposed service options.... • Provide free fixed route transit service to STAR certified customers. • Discontinue monthly pass program for STAR — FTADfficeof GWl Righoopinion Director Michalsky- Karney inquired if the options would replace current services or be an addition to the current level of service; whereupon, Mr. Price indicated that the proposed services would replace the current services. There being no further comments, the Vice - President stated that the Presentation would be received and filed. GRTC ANNUAL AUDIT: Rob Churchman, CPA, Auditor, Cherry Bekaert, Presented the following information: (See presentation on file in the Secretary's Office.) 271 Table of Contents • Who is Cherry Bekaert? • Engagement Services • Engagement Team • Service Deliverables • Audit Planning Considerations: o Planned Timing of the Audit o Audit Methodology o Significant Audit Areas Who is Cherry Bekaert? • Firm of over 950 professionals dedicated to providing quality accounting, advisory and tax services. • Our resource network stretches across Washington D.C., Virginia, North Carolina, South Carolina, Georgia and Florida. • Ranked among the nation's largest accounting firms, we are headquartered in Richmond and serve the Commonwealth through our seven offices, including offices in Roanoke and Lynchburg. • By reputation, Cherry Bekaert is known for its commitment to providing top quality service to governmental entities throughout the Commonwealth for more than 65 years. Engagement Services • You have engaged us to provide the following: o Audit of the Greater Roanoke Transit Company's (GRTC) financial statements as of and for the fiscal year ended June 30, 2015. o Audit of the GRTC's major federal program(s) required by OMB Circular A -133. Engagement Team • Rob Churchman, Engagement Partner • Krista Edoff, Concurring Review Partner • Randy Gatzke, Local Service Partner • Neal Beggan, IT Partner • Greg Miller, Manager • Donald Deeds, Senior 272 Service Deliverables • Audit Deliverables: o As of and for the fiscal year ended June 30, 2015: • Opinion on the fair presentation of the financial statements. • Report on internal control over financial reporting and on compliance and other matters required by Government Auditing Standards. • Report on compliance for each major federal program and internal control over compliance in accordance with OMB Circular A -1331 • Audit Committee Reporting: o Audit plan and strategy. o Results of the audit. Planned Timing of the Audit «r Audit Methodology • Cherry Bekaert utilizes a top -down, risk - based, integrated audit approach delivered in three phases: o Planning: Perform risk assessment procedures to determine the significant audit areas and reporting and compliance requirements. Develop a GRTC specific provided by Client list. Tailor audit programs to GRTC's identified audit and financial reporting risks. 273 Develop and execute the audit plan: • Select and perform appropriate substantive and analytical procedures, including tests of internal controls, where appropriate. • Manager and Partner oversight throughout the process. • Communicate testing results and other matters through status updates. Completion: Evaluate the results, communicate with management and the Board and issue the required reports. Audit Methodology — Single Audit • Cherry Bekaert employs an efficient, effective, compliant and time. tested Single Audit process based on three phases: o Planning: Identify major federal grant programs and their respective compliance requirements based upon a risk -based analysis. o Develop and execute the audit plan: • Test the administrative control systems to verify compliance with general and specific grant requirements. • Test for conformance with compliance requirements (e.g., cash management, allowable costs, and reporting). o Completion: • Summarize audit results, report and compliance and /or internal control finding(s) to management and assist in Preparation of corrective action plan(s). • Prepare required reports along with a Schedule of Findings and Questioned Costs. Audit Methodology — IT • Cherry Bekaert specialists are fully integrated members of our audit team purposed with assessing the GRTC's information technology environment and its impact on the audit procedures and financial statement reports. • We will evaluate the impact of key automated controls and systems utilized within the financial reporting process such as: • Entity -wide security program planning and management controls. • Access controls. • System development and program change controls. • System software controls. • Segregation -of -duty controls. o Service continuity controls. C 274 Significant Audit Areas • Based on our preliminary risk assessment, we have identified the following significant audit areas and our audit test work will include the following example procedures: o Revenues and Receivables: • Update our understanding of controls in place over revenues and receivables and test accordingly. • Confirm Due from Other Governments balances and analytically test revenues (e.g., year vs. year). • Test the collectability of receivables. o Expenses and Payables: • Update our understanding of controls in place over expenses and payables and test accordingly. • Perform a search for unrecorded liabilities. • Perform analytical and other procedures over related balances. o Capital Assets: • Update our understanding of controls in place over capital assets and test accordingly. • Roll forward capital assets, testing additions and deletions. • Analytically test depreciation expense. c Single Audit: • Test internal controls over major program administration. • Test compliance with applicable compliance requirements (e.g., allowable costs, cash management, reporting). o Financial Reporting: • Review journal entries to ensure Net Position is properly classified and disclosed. • Review account groupings and disclosures for the financial statements. • Review new GASB requirements for applicability and proper implementation. Contact Information Rob Churchman, Partner (804) 673 -5733 rchurchman(cDcbh com Randy Gatzke, Partner (540) 342 -6911, ext. 3019 rgatzke(&cbh com Greg Miller, Manager (804) 673 -5742 gmillerna cbh.com 275 Director Lawrence asked if Cherry Bekaert was also the auditing firm for the City of Roanoke; whereupon, Mr. Churchman replied in the affirmative. There being no additional questions and /or comments, the Vice - President stated that the presentation would be received and filed. OTHER BUSINESS: Director Mills inquired of the timeline for the trolleys application to track the location; whereupon, Mr. Price indicated that each offer from the vendors must be reviewed and that Google offers a function called Google Live Transit which would also be reviewed. Director Lawrence advised that Ryan K. Spitzer has relocated and will no longer attend GRTC meetings. Vice - President Trinkle announced that the next meeting of the GRTC would be held on Monday, September 21, 2015, at 1:00 p.m. There being no further business, the Vice - President declared the regular meeting adjourned at 1:37 p.m. PP OVED: ATTEST: kle DaTr� M. Moon Reyno� President Secretary KFA GREATER ROANOKE TRANSIT COMPANY September 21, 2015 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President David B. Trinkle on Monday, September 21, 2015, at 1:00 p.m., Room 159, the EOC 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, Mark Jamison, Karen Michalski- Karney, Christopher Lawrence, Michael B. Shockley, and President David B. Trinkle -6. ABSENT: Director Curtis E. Mills -1. Also present were Christopher P. Morrill, Vice- President for Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Barbara A. Dameron, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon Reynolds, Secretary, Greater Roanoke Transit Company; Carl Palmer, General Manager, Valley Metro; Kevin Price, Assistant General Manager, Valley Metro; and Stephanie Giles, Director of Finance, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, July 20, 2015, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) PRESENTATION: Kevin Price, Assistant General Manager, Valley Metro presented Clifford Headrick, Valley Metro Bus Operator, with a plaque for his heroic efforts in connection with an incident involving a passenger brandishing a firearm on a Valley Metro bus. REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated September 21, 2015, with regard to the following items: Planning and Special Projects • Roanoke Valley Transit Vision Plan • Accessible Bus Stop Study 277 • Firearms on Buses Policy Change • Ridership and On Time Performance (For full text, see copy of Management Update on file in the Secretary's Office.) In connection with planning and special projects, Mr. Palmer advised that the community input portion of the survey for the Transit Vision Plan (TVP) had been completed and presented to the Transportation Planning Organization (TPO) Policy Board and the Transportation Technical Committee (TTC). Regarding the Accessible Bus Stop Study, Mr. Palmer stated that the U.S. Department of Transportation's Federal Highway Administration (FHWA) and Federal Transit Administration (FTA) jointly announced that the Roanoke Valley- Alleghany Regional Commission (RVARC) was one of eight Transportation Planning Excellence Award (TPEA) recipients; and that the study was recognized as a national example of addressing the link between pedestrians and transit, developing new ways to determine, evaluate and compare bus stop activity. The General Manager further advised that the policy with regard to prohibiting firearms on buses had been revised to comply with State Code. C Referring to Fiscal 2015 Ridership and On Time Performance, Mr. Palmer stated that overall ridership for Fiscal Year 2015 was down two percent compared to Fiscal Year 2014 and noted that staff was reviewing ways to promote ridership and the purchase of monthly bus passes. Vice - President Bestpitch inquired about the language prohibiting the brandishing of a firearm; whereupon, Mr. Palmer replied that State law provided for open carry of firearms and concealed handguns with a valid permit, but in either case a person could not brandish the weapon. He pointed out that Valley Metro bus drivers have been instructed to exercise caution and sound judgment if a patron enters a bus with a firearm and exhibits threatening behavior and in accordance with current practice, the driver will take the appropriate steps to protect the other patrons by contacting the police through the radio dispatcher, stopping the bus, and evacuating patrons from the bus as expeditiously as possible. President Trinkle asked if the next legislative package needed to be revised to include verbiage regarding firearms; whereupon, the General Manager replied in the negative. There being no further questions and /or comments, the President stated that the Management Letter dated September 21, 2015, would be received and filed. 278 FINANCIAL REPORT: The General Manager submitted the Unaudited Fiscal Year 2015 Financial Report. (See copy of report on file in the Secretary's Office.) Without objection by the Board, the President stated that the Greater Roanoke Transit Company Unaudited Fiscal Year 2015 Financial Report would be received and filed. BOARD CONFLICT OF INTEREST DISCLOSURE STATEMENT POLICY: Director Shockley offered the following resolution adopting a policy that GRTC Board Members complete Financial Disclosure Statements: "A resolution adopting the policy that members of the Board for Greater Roanoke Transit Company complete the Financial Disclosure Statement set forth in Section 2.2 -3118 of the Virginia State and Local Act." Government Conflict of Interests Director Shockley moved the adoption of the resolution. The motion was seconded by Director Michalsky- Karney. The General Counsel explained that the Virginia Department of Rail and Public Transportation (DRPT) adopted a formal policy requiring that Board members file a Financial Disclosure Statement with the Secretary of the Board. Director Lawrence advised that as an elected Official he filed the Disclosure Statement online and asked if this form was any different; whereupon the Secretary advised that this was the same type of disclosure statement. Director Michalsky - Karney inquired if she could change the form to fit her circumstance because she was not an Elected Official; whereupon, the.General Counsel advised that fill out the form using GRTC as the government agency the form referred to. There being no additional comments, the resolution was adopted by the following vote: AYES: Directors Bestpitch, Jamison, Lawrence, Michalski - Karney, Shockley and President Trinkle -6. NAYS: NONE -0. (Director Mills was absent.) 279 TRANSIT VISION PLAN UPDATE: Christina Finch, Manager of Transit Planning and Programming, Roanoke Valley- Alleghany Regional Commission presented the following information: (See presentation on file in the Secretary's Office.) ,.1 Roanoke Valley Transportation 1111,m. Roanoke Valley Transit Vision Plan (TVP) Technical Report: Surveys and Data Analysis V�Bep�im !fie }iunm 1. Valley Mato Employee Survey 2. Valley Metro Rider Survey 3. Valley Metro Bus StopAcohy Survey 4. General Public Survey 5. RADAR Customer And Tap Databases 6. Bolatoid Senlor and Accessible Van Use Data 'A. r Y �Gmu• Sunday Sen ice Various DBterAddinonal Services • Coasidarthe Needs otDlhen, Bus Condinons Tlmekness ` " • WrB Can51Nen1 • tiry¢vu�t PWPea W tnmry • VOY+a sullenness vfn�� • ones i.a. g An.yr. regional anlsit • C.nducled savers e • Gelhered data Cagoct slakah ldan • Anehse _ e�9aep l � _ betook Lon,Rarpe Pion �- emrmxvoae 'A. r Y �Gmu• Sunday Sen ice Various DBterAddinonal Services • Coasidarthe Needs otDlhen, Bus Condinons Tlmekness ` " • WrB Can51Nen1 • tiry¢vu�t PWPea Eslablsh TVP SYeennB • VOY+a sullenness cm n c • ones i.a. g An.yr. regional anlsit • C.nducled savers semces • Gelhered data Cagoct slakah ldan • Anehse publ<. &each • Roush rermmuMapons betook Lon,Rarpe Pion epprwel In Slamler M16 'A. r Y �Gmu• Sunday Sen ice Various DBterAddinonal Services • Coasidarthe Needs otDlhen, Bus Condinons Tlmekness :1 Public Survey— Transit Importance 69% of Responderas Recagnimd Me Impoltenn ofT..a tn�att, Eaa.,, Trans reoumon Access woA ryK65, services Z`* pe. Knl wm cas Z1. fi..n Ecoro,rlic poran FwmWle rAO oarY Am - P reauman —u �1- 84% allocate more fun& for hansR 80:6 could fide if convenient 8 efford.bl. M dIWiporfam Meaaageto Oeclslon- Makers - Semce AUEikon I.V.d Semce Impdnatd elements to I0e W de In In. Plan A.k, nameam Transle, Carter - Iburs of Semce. Fares S} M6 en , A"Li al Serc,. hen., V.NIWI, MIIBnil. Ms. Finch concluded stating that it was Try Transit Week and passed out free Passes for a ride on a Valley Metro bus. Without objection by the Board, the President stated that the Transit Vision Plan Update would be received and filed. OTHER BUSINESS: Ms. Michalsky- Karney inquired about the status of the Wal -Mart Bus Shelter; whereupon, the Assistant General Manager advised that construction would begin in January 2016. Council Member Price inquired if a temporary structure could be in place until construction took place; whereupon, Mr. Palmer advised that he would review the matter. President Trinkle announced that the next meeting of the GRTC would be held on Monday, November 16, 2015, at 1:00 p.m. There being no further business, the President declared the regular meeting adjourned at 1:34 p.m. APPROVED • ATTEST:1�,,,,^, Davld�6. rinkle !'I 1 M. Moo ds President Secretary 281 GREATER ROANOKE TRANSIT COMPANY November 16, 2015 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President David B. Trinkle on Monday, November 16, 2015, at 1:00 p.m., Room 159, the EOC 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, Mark Jamison, Karen Michalski - Karney, Curtis E. Mills, and President David B. Trinkle-5. ABSENT: Directors Christopher Lawrence and Michael B. Shockley -2. Also presentwere Christopher P. Morrill, Vice - President for Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Andrea Trent, Assistant Treasurer, Greater Roanoke Transit Company; Cecelia T. Webb, Assistant Secretary, Greater Roanoke Transit Company; Carl Palmer, General Manager, Valley Metro; Kevin Price, Assistant General Manager, Valley Metro; and Stephanie Giles, Director of Finance, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, September 21, 2015, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated November 16, 2015, with regard to the following items: Planning and Special Projects • Vehicle Maintenance Expansion Facility • Replacement Vehicles • Bus Stop Accessibility • Extension of Service to the Roanoke Centre for Industry and Technology Ridership and On Time Performance (For full text, see copy of Management Update on file in the Secretary's Office.) 282 In connection with planning and special projects, Mr. Palmer advised that an architect and engineering (A&E) firm had been selected for the vehicle maintenance expansion facility and it was anticipated that a contract be executed in December. Vice- President Bestpitch inquired as to the location of the facility; whereupon, Mr. Palmer advised that the facility would be located on Campbell Avenue between 11`" and 12`h Streets. Regarding replacement vehicles, Mr. Palmer advised that three par transit vehicles and one transportation support vehicle would be replaced and the anticipated costs were approximately $220,000.00. He noted that the vehicles would be purchased through an existing contract with the Department of Rail and Public Transportation. Director Mills inquired about the replacement of trolleys; whereupon, Mr. Palmer advised that trolleys were scheduled for replacement in 2019 if need be. The Assistant General Manager indicated that the trolleys were considered medium duty vehicles and 2019 was on time for replacement. The General Manager further advised that S.C. Rossi Company was awarded the contract for bus stop and intersection accessibility improvements in the Melrose Avenue /U.S. 460 Corridor to include improvements to curb cut ramps, bus boarding concrete pads and bus stop shelters. In connection with extension of service to the Roanoke Centre for Industry and Technology, Mr. Palmer stated that a proposed "express service" had been designed to connect to RCIT during the morning peak hours of 6:25 a.m. and 9:25 a.m. as well as afternoon peak hours between 3:45 p.m. and 6:45 p.m. The Assistant Vice - President for Operations added that Federal /State demonstration grant funding was not was not available to support the project. President Trinkle asked if the ridership forthe area was estimated to be high. Mr. Palmer replied that a survey was conducted and one company expressed interest and need in the service for its employees. Mr. Stovall added that the service would be for six months to establish ridership and evaluate if the service was indeed a need. Vice- President Bestpitch inquired if Roanoke County expressed interest in participating and partially funding the project; whereupon, the Assistant Vice- President for Operations advised that at this time Roanoke County chose not to participate in the project. Director Mills asked how the pilot program would be suspended if ridership was not significant. 283 Mr. Stovall advised that the parameters of the trial basis would be clearly communicated to all parties involved. Referring to Fiscal 2015 Ridership and On Time Performance, Mr. Palmer stated that overall ridership for Fiscal Year 2016 was down 4.6 percent compared to Fiscal Year 2015. The President for Operations added that with Uber service now present in the area, it may be a factor in the reduction of ridership. There being no further questions and /or comments, the President stated that the Management Letter dated November 16, 2015, would be received and filed. FINANCIAL REPORT: The General Manager submitted the First Quarter Financial Report. (See copy of report on file in the Secretary's Office.) Without objection by the Board, the President stated that the Greater Roanoke Transit Company First Quarter Financial Report would be received and filed. OTHER BUSINESS: GREATER ROANOKE TRANSIT COMPANY (A COMPONENT UNIT OF THE CITY OF ROANOKE, VIRGINIA) FINANCIAL STATEMENTS AND REQUIRED SUPPLEMENTARY INFORMATION JUNE 30, 2015 AND 2014. Rob Churchman, CPA, Auditor, Cherry Bekaert, presented the following information: Engagement Summary • You have engaged us to provide the following: o Audit of GRTC's FY 2015 financial statements o Audit of GRTC's major federal programs required by OMB Circular A -133 Service Deliverables • Audit Deliverables • As of and for the fiscal year ended June 30, 2015: • Opinion on the GRTC's financial statements • Report on internal control over financial reports and on compliance and other matters required by Government Auditing Standards • Report on compliance foreach majorfederal program and internal control over compliance in accordance with OMB Circular A -133 • Audit Committee Reporting: o Audit plan and strategy — Communicated July 20, 2015 o Results of the audit Overall Audit Results • Our opinion in the 2015 financial statements is unmodified or a "clean" opinion • Internal control deficiencies over financial reporting — No identified material weaknesses • Instance of noncompliance — No identified maters of noncompliance Required Communications • Accounting Policies • Change in accounting policies • The application of existing policies was unchanged • Management Judgment and Accounting Estimates o Estimated useful lives of Capital Assets • Uncorrected Misstatements • Inaccurate capitalization of capital assets —overstatement of accumulated depreciation approximating $20,000.00 • Inaccurate amortization of prepaid insurance —overstatement of expenses approximating $24,000.00 • Disagreements with Management o There were no disagreements with management regarding accounting or auditing issues • Difficulties Encountered in Performing the Audit o We encountered no difficulties in performing the audit • Consultation with other Accountants o We are not aware of any • Material Client Communications • Representation letter • Management letter • Independence o We are not aware of any relationship that we believe, based on current authoritative guidance, would impair our independence Vice - President Bestpitch inquired if there were any changes in the draft report versus the final version; whereupon, Mr. Churchman explained that there were only word changes, but no changes to the report material and bottom line. Without objection bythe Board, the President stated that the Audit Report would be received and filed. OTHER BUSINESS: Melissa Evans inquired about reinstating the bus service in Salem; whereupon, the Assistant General Manager advised that bus service still existed in Salem, but two buses were combined for better efficiency. He further advised that he would review the matter and respond back to Ms. Evans. 285 Council Member Price inquired of the status of the Walmart bus shelter project; whereupon, the General Manager advised that a contractorwould be solicited soon, Mr. Stovall added that the intent was to be under construction by the spring of 2016. Director Michalsky- Karney commented that the ramp to the shelter be ADA compliant. Mr. Palmer ensured the ramp would be of ADA standards. President Trinkle announced thatthe next meeting of the GRTC would be held on Tuesday, January 19, 2016, at 1:00 p.m. There being no further business, the President declared the regular meeting adjourned at 1:35 p.m. PPRV /E/ED: A ST: David B. Trinkle a T. Webb President Assistant Secretary