Loading...
HomeMy WebLinkAbout01/19/16 - 07/15/24 1 GREATER ROANOKE TRANSIT COMPANTY January 19, 2016 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President David B. Trinkle on Tuesday, January 19, 2016, 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 William D. Bestpitch, Mark Jamison, Karen Michalski- Karney, Curtis E. Mills, Richard "Pete" Peters, Michael B. Shockley, and President David B. Trinkle-7. ABSENT: None. Also present were Christopher P. Morrill, Vice-President for Operations, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Barbara 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, November 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 January 19, 2016, with regard to the following items: Planning and Special Projects - Expansion of Service to RCIT - New Fare Pass Program .. • Fiscal 2016 Ridership and On Time Performance (For full text, see copy of Management Update on file in the Secretary's Office.) 2 In connection with the expansion of service to the Roanoke Centre for Industry and Technology (RCIT), Mr. Palmer advised that the new express service from Campbell Court to the Roanoke Centre for Industry and Technology (RCIT) will run during the morning and afternoon peak periods on a six-month demonstration trial basis. He added that the service will operate Monday through Saturday, during morning peak hours between 6:25 a.m. and 9:25 a.m., and afternoon peak hours between 3:45 p.m. and 6:45 p.m., and the projected cost of the service is approximately $68,000.00 for the six-month demonstration trial period. Vice-President Bestpitch inquired if there was a target ridership number for the new express service. The General Manager replied a 20-25% increase in ridership was the target goal. Sherman M. Stovall, Assistant Vice-President of Operations added approximately 12-15 out-bound and in-bound riders, per trip, were necessary to be cost-effective, or may have to scale back to an as need basis. Regarding the new fare pass program, Mr. Palmer reported of a new and more convenient fare pass program offering a 24 hour, 7 day, or 31 day passes valid for unlimited rides within specified time frames which gives riders a variety of purchase options. Director Michalski-Karney inquired if the new passes would affect the Star passes, whereupon, Mr. Palmer stated it would have no impact. Director Shockley asked where the new passes could be purchased. Mr. Palmer replied currently the passes could only be purchased at the Campbell Court location. Director Mills inquired if the cost per day would be the same as a 31-day pass; whereupon, Ms. Giles replied there was no increase in the daily cost. President Trinkle inquired about discount ridership; whereupon, Mr. Palmer noted the discount would be built into the unlimited rides. Mr. Price remarked that the discounted fee for 15 rides would be approximately $1.33, with the new pass cost being $1.50. Mr. Palmer stated that the ultimate goal is to create a smartcard similar to the card used for retail businesses, whereby it can be reloaded as needed and purchased at various locations in the City, including the Campbell Court location. 3 After further comments, President Trinkle inquired about software packages for the smartcard use. Ms. Giles commented in order to acquire the smartcard software, a link to a fare box company would be necessary. In response to inquiry by President Trinkle about the Transit Vision Plan, Mr. Stovall advised that the Plan had not been implemented, noting excellent recommendations were received, specifically the need for regional service. He added that it might be necessary to a transit consultant to assist in the planning process, and it may two or three years before the Plan can be implemented. There being no further discussion, President Trinkle advised that the Management Update would be received and filed. WAL-MART BUS SHELTER: Director Michalski-Karney inquired about the status of a bus shelter to be located at Walmart Valley View store; whereupon, Mr. Palmer assured the Board that the project was on target, with construction scheduled to commence in March 2016. FINANCIAL OPERATING REPORTS: The General Manager submitted the Financial and Operating Report for the month of November 2015. (See copy of Financial Report on file in the Secretary's Office.) Without objection by the Board, the President stated that the November 2015 Financial Report would be received and filed. FEDERAL TRANSIT ADMINISTRATION-CAPITAL FINANCIAL ASSISTANCE- GRANTS: The General Manager submitted a written report recommending 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 2016-2017. (For full text, see report on file in the Secretary's Office.) Vice-President Bestpitch 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 2016-2017 with the Federal Transit Administration and the Commonwealth of Virginia Department of Rail and Public Transportation upon certain terms and conditions." 4 Vice-President Bestpitch moved the adoption of the resolution. The motion was seconded by Director Shockley and adopted by the following vote: AYES: Directors Bestpitch, Jamison, Michalski-Karney, Mills, Peters, Shockley, and President Trinkle-7. NAYS: None-0. OTHER BUSINESS: NONE. President Trinkle noted the next meeting of the GRTC Board of Directors would be on Monday, March 21, 2016. There being no further business, the President declared the regular meeting adjourned at 1:24 p.m. ]APPROVED: ATTEST: m, ►l�, David B. Trinkle Stephanie M. Moon Ren s President Secretary 5 GREATER ROANOKE TRANSIT COMPANY March 21, 2016 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, March 21, 2016, 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 William D. Bestpitch, Mark Jamison, Curtis E. Mills, Richard "Pete" Peters, Michael B. Shockley, and President David B. Trinkle-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; 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 Tuesday, January 19, 2016, 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 21, 2016, with regard to the following items: • Planning and Special Projects - Vehicle Maintenance Expansion Facility - Wal-Mart Shelter Project - STAR Paratransit Customer Recertification • Fiscal 2016 Ridership • On Time Performance (For full text, see copy of Management Update on file in the Secretary's Office.) 6 _ In connection with the Vehicle Maintenance Expansion Facility, the General Manager reported that the contract awarded to Spectrum of Roanoke was executed on March 15, 2016; and anticipates approximately four months to complete the construction phase of the facility. Regarding the Wal-Mart Shelter Project, Mr. Palmer shared that bids will be released on Wednesday, March 23, 2016; and the project is anticipated to be completed by September 23, 2016. Mr. Palmer also indicated that GRTC staff solicited proposals through the RFP process for a third party contract for the STAR Paratransit Customer Recertification services, which will cost a minimum of $147,000.00 and as much as $300,000.00 annually; currently, no responses have been received. In connection with the Fiscal 2016 Ridership, the General Manager shared overall ridership was down 5.4% as of January 2016, adding according to the Virginia Department of Transportation, ridership throughout the State was down by 26% compared to the same period in 2014. President Trinkle inquired if there were any statistics that could be shared regarding increased ownership of vehicle and/or shared ridership data; whereupon Mr. Palmer shared there were indicators that millennials may be the reason for the change in the data. Vice-President Bestpitch asked for an update on ridership at the Roanoke ' Centre for Industry and Technology and inquired if there was a target ridership number for the new express service; upon which Assistant General Manager Price shared there is a steady 15 to 20 riders. Vice-President Bestpitch continued by asking when is the six-month deadline trial period date; whereas, Mr. Price indicated June, 2016. The Assistant Vice-President of Operations conveyed that the morning and afternoon trips were good; however, Saturday ridership was not as productive, adding that management is looking to discontinue the Saturday run prior to the six- month trial period. President Trinkle asked whether construction on the Vehicle Maintenance Expansion Facility was dependent on grant funds; whereupon, Mr. Palmer replied construction was being based on advanced assessment; and construction cost estimates will serve as the basis to file for grant funding. He noted that when grant funds become available, it could take approximately four months to complete the construction phase of the project. Following comments, President Trinkle noted that the Management Update would be received and filed. .-. 7 FINANCIAL OPERATING REPORTS: In connection with the Financial and Operating Report for the month of January 2016, the Director of Finance reported that fare revenues was as approximately 4.9% under budget due to lack of ridership and the snow events that occurred in January. (See copy of Financial Report on file in the Secretary's Office.) Following comments, the President stated that the January 2016 Financial Report would be received and filed. FEDERAL TRANSIT ADMINISTRATION-CAPITAL FINANCIAL ASSISTANCE- GRANTS: The General Manager submitted a written report recommending authorization to purchase one Smart Way Commuter Coach. (For full text, see report on file in the Secretary's Office.) Vice-President Bestpitch 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 one (1) Smart Way Commuter Coach, in compliance with Federal Transit Administration (FTA) Circular 4220. If, in an amount not to exceed the available Grant Funds 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." Vice-President Bestpitch moved the adoption of the resolution. The motion was seconded by Director Shockley and adopted by the following vote: AYES: Directors Bestpitch, Jamison, Mills, Peters, Shockley, and President Trinkle-6. NAYS: None-0. (Director Michalski-Karney was absent). APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager requested appointment or reappointment of two members of the Board of the Greater Roanoke Transit Company and two officers of the Greater Roanoke Transit Company to serve as the Fiscal Year 2016-2017 Budget Review Committee to review the proposed budget. 8 Director Shockley placed in nomination Treasurer Barbara A. Dameron and Assistant Vice-President of Operations Sherman M. Stovall (two officers), and Directors Michael Shockley and Curtis Mills (two Board Members). There being no further nominations, Treasurer Dameron and Assistant Vice- President of Operations Stovall, as the two officers, and Directors Shockley and Mills as the two Board members were reappointed/appointed to serve as members of the Fiscal Year 2016-2017 Budget Review Committee, by the following vote: FOR TREASURER DAMERON, ASSISTANT VICE-PRESIDENT OF OPERATIONS STOVALL, AND DIRECTORS SHOCKLEY AND MILLS: Directors Bestpitch, Jamison, Mills, Peters, Bestpitch, Shockley, and President Trinkle-6. (Board Member Michalski-Karney was absent). MUNICIPAL AUDITING REPORT: Drew Harmon, Municipal Auditor, submitted the Greater Roanoke Transit Company Revenue Collection Report dated January 26, 2016. (See report on file in the Secretary's Office.) In connection with Objective 1 — Cash fares, Director Shockley asked how did the variance in revenue occur; whereupon, Ms. Giles explained that the difference -' was between old and new fare boxes and how paper currency had been received. President Trinkle inquired how the audit transpired; whereupon, the Municipal Auditor explained the process and noted the audit had been commissioned by the Board. Following discussion, President Trinkle indicated that the comments would be received and filed. 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 20, 2016, at 1:30 p.m., in the City Council Chamber. (See communication on file in the Secretary's Office.) Without objection, President Trinkle advised the communication would be received and filed. 9 OTHER BUSINESS: RADAR: Tanda J. Blevins, 424 Rebecca Lane, Salem, Virginia appeared before the Board, and inquired about extending RADAR transportation services into the Roanoke County area. Mr. Palmer replied that a regional transit plan is being studied, adding in order to extend service to Roanoke County, additional funds are needed to support the increment in cost, which is expensive; and said cost is too high to be absorbed by passengers. It was suggested that Ms. Blevins either speak to the County Administration or write a letter requesting expansion of transportation services in the Roanoke County area; and additionally, perhaps appear before the Board of Supervisors and share her concerns. Ms. Blevins also inquired about a recent survey card distribution, stating that she had not received a survey card during her travels. Mr. Price acknowledged the recent distribution of the survey card by RADAR, adding he would investigate the matter further. BUS RODEO: Mr. Price announced that a Valley Metro driver had participated and won in a recent Bus Rodeo, and would be competing in an upcoming State competition. President Trinkle asked that the information be included in a newsletter to inform others. VALUE COMMITTEE: Council Member Anita Price reported that she attended a recent VALUE Committee (formerly the Mayor's Committee on Disabilities) meeting and conveyed that the Committee was also concerned about transportation services for the disabled and desired an expansion of the service area. President Trinkle announced that the next meeting of the GRTC Board of Directors would be held on Monday, May 16, 2016 at 1:00 p.m. There being no further business, the President declared the regular meeting adjourned at 1:38 p.m. JPROVE,,4 A�T�T/E(�ST,:��� �y, David B. Stephanie ie M. / U Stephanie M. Moonrynolds President Secretary 10 GREATER ROANOKE TRANSIT COMPANY May 16, 2016 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, May 16, 2016 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 William D. Bestpitch, Karen Michalski-Karney, Michael B. Shockley, and President David B. Trinkle-4. ABSENT: Directors Mark Jamison, Richard "Pete" Peters, Curtis E. Mills-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; 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 21, 2016, 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 March 21, 2016, with regard to the following items: • Planning and Special Projects o Wal-Mart Shelter Project o Roanoke Valley Transit Vision Plan (RVTVP) • Other Updates • Car Sales • Phone System 11 • Smart Way Service • Fiscal 2016 Ridership • On-Time Performance (See Management Update on file in the Secretary's Office.) In connection with the Wal-Mart Shelter Project, Mr. Stovall shared that solicitation was sent to bid; and everything has been done to solicit bids. No response as of this date. President Trinkle understood the difficulty in soliciting bids and Mr. Stovall mentioned that location of the shelter may be a concern for vendors. Mr. Morrill added construction site may be challenging. President Trinkle noted that the revised deadline date is May 20, 2016. In connection with the Roanoke Valley Transit Vision Plan (RVTVP), Mr. Price reported the last Draft of the RVTVP was reviewed and discussed on April 20, 2016; and that the Plan will be posted on the Transportation Planning Organization's website for further public comment, which is due on May 27, 2016. Mr. Price encouraged the Board to review the final draft of the Plan at www.rvarc.orn. Mr. Stovall commented that the TPO is scheduled to adopt the Plan in June and he thinks it is a very good plan in terms of the defining what changes in service need to occur in order to make the transit system more viable, adding there are challenges with respect to getting other adjoining jurisdictions onboard with the Plan. He also expressed concern regarding funding and ultimately a dedicated funding source will be needed for transit and that Valley Metro should follow the models that are implemented throughout the Country. He stated that once the Plan is adopted, it is anticipated that Valley Metro will get other CEO's from adjoining jurisdictions together to discuss a strategy of implementation and obtain buy-in. Mr. Price continued by discussing whether car sales had an effect on ridership in the area. He conveyed there was a minor increase of 19% new vehicles have been purchased in the area between January and March of 2016 and noted that the transit trend for the State is in the negative and may be due to the price of fuel. He indicated that in the last couple of months, ridership has made a positive trend and the gap is closing. 12 Mr. Price further reported that in June 2015, Valley Metro awarded phone system contracts to BCS Communications and Jive Communications to install new phones and service systems. He explained that since October 2015 Verizon Communications, which was Valley Metro's previous service provider, failed to terminate service causing occasional failures in accessing Valley Metro for scheduled and other service; adding Management filed a formal complaint with the Federal Communications Commission on May 2, 2016., and the Commission plans to investigate the matter and Valley Metro has temporarily reinstalled the phone system. In reference to the Smart Way Service, Valley Metro was able to purchase the fifth replace commuter coach for the fleet, which was awarded to Motor Coach Industries and the bus is expected to be in service in late 2017. He noted that the engine will allow approximately 600,000 miles, which is imperative for the back and forth trips to Christiansburg many times a day. In connection with ridership, Mr. Price advised that the overall ridership for FY 2016 to date is down 3%; however, the overall performance remains constant at 99.5%. Vice-President Bestpitch inquired about a recent email from a rider concerning the on-time performance in the evening hours to Vinton and wanted to know whether the situation had been dealt with. Whereupon, Mr. Price shared Valley Metro had knowledge of the incident, noting there was an event in downtown activities during that time. President Trinkle mentioned that he had received a call from a citizen who reported overcrowding on Bus 192. Mr. Price answered that another bus was added to the route having two buses running in tandem is usually the best solution until a decision is made to run a dedicated line (a loop extra) on that route. Mr. Stovall interjected that this was one of the most active routes in terms of ridership. Following comments, President Trinkle noted that the Management Update would be received and filed. FINANCIAL OPERATING REPORTS: The Director of Finance submitted the Financial and Operating Report for the month of March 2016, noting that GRTC experienced net income of $391,655.00 which was a decrease of $109,401.00 compared to the same period in FY2015. (See copy of Financial Report on file in the Secretary's Office.) Following comments, the President stated that the March 2016 Financial Report would be received and filed. 13 FISCAL YEAR 2016 - 2017 BUDGET: The Assistant General Manager submitted a written report recommending approval of the Fiscal Year 2016 - 2017 Budget. (See report on file in the Secretary's Office.) Vice-President Bestpitch offered the following resolution: "A resolution approving a Fiscal Year 2017 Budget for Greater Roanoke Transit Company." (For full text, see copy of Resolution on file in the Secretary's Office) Vice-President Bestpitch moved the adoption of the Resolution. The motion was seconded by Director Shockley. The Assistant Vice-President for Operations gave a brief overview of the FY 2017 Budget, and explained that the recommended Budget had an increase of 2% from the previous year, while fully funding the Express Service to RCIT and that Valley Metro will eliminate the Saturday service because it has not been productive. He pointed out that advertising revenue was down 26% and there had been a downward trend in respect to advertising, adding people were taking advantage of digital advertising, which includes online advertising. He concluded that Valley Metro would continue to monitor the trend. Whereupon, President Trinkle inquired if any of the buses provided digital advertising; Mr. Price replied there was not. Vice-President Bestpitch encouraged digital marketing on the buses. Mr. Price confirmed there were also other forms of advertising such as Facebook, Twitter, Pandora, and Google feed. There being no additional comments, the resolution was adopted by the following vote: AYES: Directors Bestpitch, Michalski-Karney, Shockley, and President Trinkle-4. NAYS: NONE-0. (Directors Jamison, Peters, Mills were absent.) 14 OTHER BUSINESS: President Trinkle called attention to the upcoming appointments of GRTC Board of Directors for Fiscal Year 2016-2017: • Two Members of Council • Two City staff representatives • One Physically Challenged representative • One Regional Representative (Salem and Vinton — rotation every two years/Salem representative) • One Citizen At-Large representative He mentioned that the appointments will be made at the June 20, 2016 Stockholders' meeting at 1:30 p.m., in the Council Chamber, Room 450, Fourth Floor, Noel C. Taylor Municipal Building. President Trinkle also announced that the next meeting of the GRTC Board of Directors would be held on Monday, June 20 at 1:45 p.m., in the City Council's Conference Room, Room 451, Fourth Floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:25 p.m. -� APROVED: ,r�a'AT'-TTT'((E�/'S_T::.`', (���1\ , DavidB. inkle Stephanieooynd � President Secretary 15 GREATER ROANOKE TRANSIT COMPANY June 20, 2016 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, June 20, 2016, at 1:45 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 William D. Bestpitch, Karen Michalski-Karney, Michael B. Shockley, and President David B. Trinkle-4. ABSENT: Mark Jamison, Richard "Pete" Peters, and Curtis E. Mills-3. Also present were Christopher P. Morrill, Vice-President for Operations, 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, May 16, 2016, 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 2016- 2017: The General Manager submitted a written report recommending adoption of the Board of Directors' Meeting Schedule for Fiscal Year 2016-2017. (For full text, see copy of report on file in the Secretary's Office.) 16 Director Shockley offered the following resolution adopting the GRTC Board of Directors' meeting schedule for 2017 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 20, 2016, meeting, the GRTC General Manager recommended that the Board adopt a specific meeting schedule for the 2017 Fiscal Year, which ends on June 30, 2017, as more fully set forth in the General Manager's report dated June 20, 2016, to this Board. THEREFORE, 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 y 1:45 p.m. in the City Council Conference Room, Room 451, on the fourth floor 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 2017 Fiscal Year: July 18, 2016 (Monday, 1:00 p.m. — EOC) September 19, 2016 (Monday, 1:00 p.m. — EOC) November 21, 2016 (Monday, 1:00 p.m. — EOC) January 17, 2017 (Tuesday, 1:00 p.m. — EOC) March 20, 2017 (Monday, 1:00 p.m. — EOC) May 15, 2017 (Monday, 1:00 p.m. — EOC) June 19, 2017 (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. 17 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 meeting as the Board may determine to be appropriate. ATTEST: S/Stephanie M. Moon Reynolds Date Adopted: June 20, 2016 Stephanie M. Moon Reynolds, Secretary" Director Shockley moved the adoption of the resolution. The motion was seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors Bestpitch, Shockley, Michalski-Karney, and President Trinkle-4. NAYS: None-0. (Directors Jamison, Peters, and Mills were absent.) OTHER BUSINESS: WALMART SHELTER: The General Manager gave a brief update regarding the re-advertisement for bids in connection with the Walmart Shelter. President Trinkle asked if there had been direct contact with vendors; whereupon, Mr. Palmer advised that attempts had been made using the A& E list. 18 NEXT MEETING: President Trinkle announced that the next meeting of the GRTC Board would be held on Monday, July 18, 2016 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 President declared the regular meeting adjourned at 1:48 p.m. APPROVED: ATTEST: David . Trinkle Stephanie M. Mo D,Re Ids President Secretary 19 GREATER ROANOKE TRANSIT COMPANY July 18, 2016 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company serving as the Presiding Officer, on Monday, July 18, 2016, 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 D. Jamison, Karen Michalski-Karney, Michael B. Shockley, and Anita J. Price-4. ABSENT: Directors William D. Bestpitch and Curtis E. Mills-2. Also present were Sherman Stovall, Assistant Vice-President for Operations; Daniel J. Callaghan, General Counsel and Registered Agent; Laura Carini, Assistant General Counsel; Cecelia F. McCoy, Assistant Secretary; Carl Palmer, General Manager, Valley Metro; and Kevin Price, Assistant General Manager, Valley Metro. The Presiding Officer declared the existence of a quorum. MINUTES: Without objection by the Board, the Presiding Officer advised that the reading of the minutes of the regular meeting held on Monday, June 20, 2016, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: ELECTION OF OFFICERS: On behalf of the Secretary, the Assistant Secretary submitted a written report advising that Article V, Officers, of the By- Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as 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.) 20 Without objection by the Board, the following individuals by titles were placed in nomination: Council Member William Bestpitch as President; Vice- Mayor Anita J. Price as Vice-President; City Manager Christopher P. Morrill as Vice-President of Operations; Assistant City Manager for Operations Sherman M. Stovall as Assistant Vice-President of Operations; City Clerk Stephanie M. Moon Reynolds as Secretary, Deputy City Clerk Cecelia F. McCoy as Assistant Secretary; Director of Finance Barbara A. Dameron as Treasurer; City Attorney Daniel J. Callaghan as General Counsel, for one-year terms of office, each, ending June 30, 2017. 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, 2017. FOR VICE-MAYOR PRICE, COUNCIL MEMBER BESTPITCH, CITY MANAGER, ASSISTANT CITY MANAGER FOR OPERATIONS, CITY ATTORNEY, CITY CLERK, DEPUTY CITY CLERK AND DIRECTOR OF FINANCE: Directors Mark D. Jamison, Karen Michalski-Karney, Michael B. Shockley, and Vice- President Anita J. Price-4. (Directors William D. Bestpitch and Curtis E. Mills were absent) Following election of officers, the General Counsel as Presiding Officer, relinquished the Chair to Vice-President Price. GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated July 16, 2016, with regard to the following items: • Planning and Special Projects o Roanoke Valley Transit Vision Plan (RVTVP) o Vehicle Maintenance Expansion Facility • Other Updates o Procurement System Review o Task Order Contract o Wellness Program • Fiscal 2016 Ridership • On Time Performance (For full text, see copy of Management Update on file in the Secretary's Office.) 21 There being no further comments, the Vice-President stated that the Management Update would be received and filed. WITHDRAWAL FROM VIRGINIA TRANSIT LIABILITY POOL: The General Manager submitted a written report recommending authorization to withdraw from the Virginia Transit Liability Pool, effective July 1, 2016. (For full text, see report on file in the Secretary's office.) Director Michalski-Karney offered the following Resolution: A Resolution authorizing Greater Roanoke Transit Company to withdraw from the Virginia Transit Company to withdraw from the Virginia Transit Liability Pool, effective July 1, 2016; authorizing certain Greater Roanoke Transit Company officials to execute any necessary documents and/or take appropriate actions that may be needed. (For full text, see copy of Resolution on file in the Secretary's office.) Director Michalski-Karney moved the adoption of the Resolution. The motion was seconded by Director Shockley and adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Shockley, and Vice-President Price-4. NAYS: None. (Directors Bestpitch and Mills were absent.) THE VIRGINIA ASSOCIATION OF COUNTIES GROUP SELF INSURANCE RISK POOL: The General Manager distributed a copy of a Member Agreement requesting that the Board adopt the Agreement to join the Virginia Association of Counties Group Self Insurance Risk Pool, which creates a group fund to pay liability and worker's compensation claims and property losses of the counties and other local agencies joining the group. (For full text, see Agreement on file in the Secretary's office.) Director Shockley offered the following Resolution: A Resolution to adopt the member agreement to join the Virginia Association of Counties Group Self Insurance Risk Pool. (For full text, see copy of Resolution on file in the Secretary's office.) 22 Director Shockley moved the adoption of the Resolution. The motion was seconded by Director Jamison and adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Shockley, and Vice-President Price-4. NAYS: None. (Directors Bestpitch and Mills were absent.) OTHER BUSINESS: GRTC ANNUAL AUDIT: Donald Deeds, Manager; and Randy Burton, Partner, Cherry Bekaert CPAs & Advisors, transmitted documentation regarding an audit of GRTC's FY 2016 financial statements; and audit of GRTC's major federal programs required by the Uniform Grant Guidance. (For full text, see copy of document on file in the Secretary's Office.) Mr. Deeds gave a brief overview, highlighting the following topics: • Engagement Services • Service Deliverables • Audit Methodology • Significant Audit Areas • New and Future Accounting and Reporting Changes There being no questions and/or comments, the Vice-President stated that the presentation would be received and filed. WALMART SHELTER: Mr. Palmer gave an update on the Walmart Bus Shelter, advising that bid proposals were scheduled for Wednesday, July 20, 2016, with an award to the successful bidder in August; and an anticipated completion date of February, 2017. NEXT MEETING: Vice-President Price announced that the next meeting of the GRTC would be held on Monday, September 19, 2016 at 1:00 p.m., in Room 159, First Floor, EOC Conference Room. 23 ,. There being no further business, the Vice-President declared the regular meeting adjourned at 1:37 p.m. APPROVED: —�` ATTEST: c am- M`C4�' Anita J.Vince Cecelia F. McCoy Vice-President Assistant Secretary 24 GREATER ROANOKE TRANSIT COMPANY September 19, 2016 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Monday, September 19, 2016, 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, Curtis E. Mills, Anita J. Price, Michael B. Shockley and President William D. Bestpitch -5. ABSENT: Director Karen Michalski-Karney-1. Also present were Christopher P. Morrill, Vice President of Operations, Greater Transit Company; Daniel J. Callaghan, General Counsel and Registered Agent; Barbara A. Dameron, Treasurer, Greater Roanoke Transit Company; Cecelia F. McCoy, Assistant Secretary, Greater Roanoke Transit Company; Carl Palmer, General Manager, Valley Metro; 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 meeting held on Monday, July 18, 2016, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office) REPORTS OF OFFICERS: SECRETARY: With regard to the report of qualification of Melinda Payne as the Regional Representative of the Greater Roanoke Transit Company Board of Directors for a term ending June 30, 2017, the Assistant Secretary advised that the Oath of Office had not been administered due to unforeseen circumstances. 25 GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated September 19, 2016, with regard to the following items: • Planning and Special Projects o Roanoke Valley Transit Vision Plan (RVTVP) o Wal-Mart Shelter Project o Virginia Tech Carilion Research Institute Express Service (VTCRI) • Other Updates o Procurement System Review o Transit Development Plan • Fiscal 2016 Ridership (For full text, see copy of Management Update on file in the Secretary's Office.) In connection with the Wal-Mart Shelter Project, Vice-President Price was pleased that the contract had finally been awarded, and she expressed appreciation to staff for their tireless efforts. Mr. Stovall interjected that there were no plans for a formal groundbreaking ceremony since the Mall ownership was a proponent of the shelter. President Bestpitch thanked management for their persistence and appreciated as well for staying with the project. In connection with the Virginia Tech Carillon Research Institute Express Service, Mr. Palmer reported that staff had been working closely with Carillon regarding routing and potential stops. Mr. Price shared there were concerns regarding student transportation once students had arrived in Roanoke. President Bestpitch inquired if there would be a need for transportation beyond the Star Trolley route; whereupon, Mr. Price noted that students might possibly require additional transportation upon arrival to Roanoke for basic necessities. With regard to Fiscal Year 2016 Ridership, Mr. Palmer shared that staff was in the process of evaluating the use of smart cards at satellite locations; whereupon, Vice-President Price inquired whether the smart card was similar to a debit card, and Ms. Giles responded in the affirmative, adding that Valley Metro will include the use of the card as part of the fare box on each bus, with an installation cost of approximately $300,000.00. 26 President Bestpitch inquired how the card was to be obtained; whereupon, Ms. Giles responded it would be mailed to the customer. He also asked how the service could be extended to Amtrak customers and what would happen if the Town of Bedford discontinued its service. Mr. Stovall indicated that the Board would re-evaluate whether the connection was needed. There being no additional comments, the President advised that the Management Update would be received and filed. FINANCIAL REPORTS: The General Manager submitted a written report regarding the Greater Roanoke Transit Company Fiscal Year 2016 Financial Report (Unaudited). (For full text, see copies of the financial report and presentation on file in the City Clerk's Office.) Following the presentation, the President noted that the financial report and presentation would be received and filed. OTHER BUSINESS: NONE. NEXT MEETING: President Bestpitch announced that the next meeting of the GRTC Board was scheduled to be held on Monday, November 21, 2016 at 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:36 p.m. APPROVED: ATTEST: William D. Bestpitch Cecelia F. McCoy President Assistant Secretary 27 GREATER ROANOKE TRANSIT COMPANY November 21, 2016 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Monday, November 21 2016, 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 Karen Michalski-Karney, Vice-President Anita J. Price, Michael B. Shockley, and President William D. Bestpitch-4. ABSENT: Directors Mark D. Jamison, Curtis E. Mills, and Melinda J. Payne-3. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Sherman M. Stovall, Assistant Vice-President of Operations, Greater Roanoke Transit Company; Cecelia F. McCoy, Assistant Secretary, Greater Roanoke Transit Company; Barbara A. Dameron, Treasurer, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Laura M. Carini, Assistant General Counsel, 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 19, 2016, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: OATH OF OFFICE: Report of qualification of Melinda J. Payne as the Regional Representative of the Greater Roanoke Transit Company Board of Directors for a term ending June 30, 2017, was before the Board. (See Oath of Affirmation of Office on file in the Secretary's Office.) 28 Without objection by the Board, the Oath or Affirmation of Office was received and filed. GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated November 21, 2016, with regard to the following items: • Planning and Special Projects - Roanoke Valley Transit Vision Plan (RVTVP) - Wal-Mart Shelter Project • Other Updates - Fair Labor Standards Act - 2017 Triennial Review - GRTC Service to the Town of Vinton • Fiscal 2017 Ridership (For full text, see copy of Management Update on file in the Secretary's Office.) Vice-President Price expressed dismay regarding the delay of the Wal-Mart Shelter project. President Bestpitch inquired about placement of a retaining wall; wherein, Mr. Palmer confirmed that a retaining wall would be required in the specific area. Mr. Palmer continued discussion about site and construction plans, which included an Americans with Disabilities Act (ADA) slope. Director Michalski- Karney expressed disappointment about Wal-Mart "pulling the ADA" card, noting that the Board has been working of said project for approximately five years. Regarding Fiscal 2017 Ridership, discussion was held regarding ridership trends not only in Roanoke Valley, but statewide and the impact on STAR and paratransit service statewide. There being no additional discussion regarding the items, President Bestpitch advised that the Management Update would be received and filed. GREATER ROANOKE TRANSIT COMPANY FIRST QUARTER FINANCIAL REPORT: The General Manager submitted the Financial Report for the First Quarter (July— September) of Fiscal Year 2017. (See copy of 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 Financial Report would be received and filed. 29 DONATION OF STAR PARA-TRANSIT VEHICLE: The General Manager 4 submitted a written report recommending donation of STAR paratransit vehicle. (For full text, see report on file in the Secretary's Office.) Director Shockley offered the following resolution: "A Resolution authorizing Greater Roanoke Transit Company's General Manager to donate a STAR paratransit vehicle, in compliance with Federal Transit Administration (FTA) Circular 5010.1d; 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 donation." Director Shockley moved to adoption of the resolution. The motion was seconded by Vice-President Price and adopted by the following vote: AYES: Directors Michalski-Karney, Shockley, Vice-President Price and President Bestpitch-4. NAYS: None-0. (Directors Jamison, Mills, and Payne were absent.) TECHNOLOGY PLAN: Matter was referred to the next meeting scheduled to be held on Tuesday, January 17, 2017 due to time constraints per Carl Palmer, General Manager. OTHER BUSINESS: AUDIT: Donald Deeds, Manager, and Adam Salvia, Audit Partner, Cherry Bekaert & Holland, LLP, reported no significant problems in financials, and no audit adjustments were required. Without objection by the Board, the President stated that the audit report would be received and filed. NEXT MEETING: President Bestpitch noted the next Board meeting would be held on Tuesday, January 17, 2017 at 1:00 p.m. in the EOC Conference Room. 30 There being no further business, the President declared the regular meeting adjourned at 1:52 p.m. APPROVED: ATTEST: William D. Best tch Cecelia F. McCoy President Assistant Secretary rI O 31 GREATER ROANOKE TRANSIT COMPANY January 17, 2017 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Tuesday, January 17, 2017, 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 D. Jamison, Karen Michalski-Karney, Curtis E. Mills, Melinda J. Payne, Vice-President Anita J. Price, Michael B. Shockley, and President William D. Bestpitch-7. ABSENT: None. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Sherman M. Stovall, Assistant Vice-President of Operations, Greater Roanoke Transit Company; Cecelia F. McCoy, Assistant Secretary, Greater Roanoke Transit Company; Barbara A. Dameron, Treasurer, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Laura M. Carini, Assistant General Counsel, 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, November 21, 2016, 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 Update dated January 17, 2017, with regard to the following items: • Roanoke Valley Transit Vision Plan (RVTVP) • Smart Way Commuter Service • STAR Service • Fiscal 2017 Ridership (For full text, see copy of Management Update on file in the Secretary's Office.) 32 With regard to the Roanoke Valley Transit Vision Plan, the General Manager specified Roanoke County's focus was regarding traffic congestion on Route 419 from U.S. 220 Business South to Starkey Road. Director Jamison mentioned that the County would also like to create a bicycle and vehicle friendly corridor. Mr. Stovall stated that staff should evaluate extending additional service to the Clearbrook and Bonsack neighborhoods. Director Mills inquired about the possibility of also extending service to the Brambleton Avenue area. Director Michalski-Karney expressed concern about CORTRAN and Paratransit services and asked the Board and staff to advocate and support these services. Regarding Smart Way service, Vice-President Price inquired about utilization of smaller passenger buses; whereupon, Mr. Palmer replied there is no savings and commented that the cost and manpower are approximately the same. As discussion ensued, Director Jamison asked whether Blacksburg Transit had been contacted regarding their express services; whereupon, Mr. Palmer advised that Virginia Tech are evaluating said costs. Mr. Stovall also asked the Board if they were willing to put a limit on the number of trips for users of the monthly pass, suggesting limiting the program to 60 trips, with the user paying $3.00, per additional trip. Mr. Palmer called attention to a Vinton Town rider who would be affected ' by the limited trip recommendation. Director Michalski-Karney advised she was -� familiar with the particular rider and agreed to contact the individual to discuss the impact; whereupon, President Bestpitch agreed it would be appropriate for her to personally speak with the rider and stated the Board would not make a decision on a pass use limit policy. Barry Thompson, Vinton Town Manager, appeared before the Board and spoke about the Fixed Bus ridership and STAR service in Vinton and he was looking forward to obtaining findings from the ridership survey being conducted for routes in the Town of Vinton in January and February, 2017. He voiced his concern about the STAR unlimited pass and the impact it is having on the Town's budget expenditures and expressed appreciation to Valley Metro for working with the Town of Vinton and asked the GRTC Board to consider their request for limiting the number of rides on the STAR pass. He presented a letter addressed to the Greater Roanoke Transit Company stating the Town of Vinton's concern and request. (See copy of letter on file in the Secretary's Office). The Assistant Secretary was requested to provide a copy to the GRTC Board for their consideration. Director Payne interjected the City of Salem has used the STAR service in the past, and she will ask staff to re-evaluate Salem's usage of the service. President Bestpitch suggested a graph of the regional service be provided to the Board; and that Director Michalski-Karney would report back regarding the outcome of her conversation with the Vinton rider. 33 There being no additional discussion regarding the items, President Bestpitch advised that the Management Update would be received and filed. GREATER ROANOKE TRANSIT COMPANY FIRST QUARTER FINANCIAL REPORT: The General Manager submitted the November 2016 Financial Report. (See copy of Greater Roanoke Transit Company November 2016 Financial Report on file in the Secretary's Office.) Without objection by the Board, the President stated that the Financial Report would be received and filed. FEDERAL TRANSIT ADMINISTRATION-CAPITAL FINANCIAL ASSISTANCE- GRANTS: The General Manager submitted a written report recommending 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 2017-2018. (For full text, see report 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 2017-2018 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 Vice-President Price and adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Mills, Payne, Price, Shockley, and President Bestpitch-7. NAYS: None-0. OTHER BUSINESS: WAL-MART BUS SHELTER: With regard to status of the Wal-Mart Shelter, Mr. Palmer reported the alternative design will require approximately 200-300 square feet of space of mall property (from the edge of the platform on the Ring Road and a grassy area that is part of the Wal-Mart property), with Wal-Mart approving the alternative design. Mr. Palmer stated that he would contact the Valley View Mall Manager, Louise Dudley, to discuss the matter. 34 Director Jamison asked whether the property in question was owned by Sears; wherein, Mr. Palmer stated there is concerned about property lines with Sears and Valley View Mall and he would know more following the meeting with the Mall management. NEXT MEETING: President Bestpitch noted the next Board meeting would be held on Monday, March 20, 2017 at 1:00 p.m. in the EOC Conference Room. There being no further business, the President declared the regular meeting adjourned at 1:44 p.m. APPROVED: ATTEST: William D. Bedpitch Cecelia F. McCoy President Assistant Secretary 35 GREATER ROANOKE TRANSIT COMPANY March 20, 2017 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Monday, March 20, 2017, 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 D. Jamison, Curtis E. Mills, Melinda J. Payne (arrived late), Vice-President Anita J. Price, and President William D. Bestpitch-5. ABSENT: Directors Karen Michalski-Karney and Michael Shockley-2. Also present were Christopher P. Morrill, Vice-President of Operations, Greater Roanoke Transit Company; Sherman M. Stovall, Assistant Vice-President of Operations, Greater Roanoke Transit Company; Cecelia F. McCoy, Assistant Secretary, Greater Roanoke Transit Company; Barbara A. Dameron, Treasurer, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Laura M. Carini, Assistant General Counsel, 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 Tuesday, January 17, 2017, 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 update dated March 20, 2017, with regard to the following items: . Planning and Special Projects o Roanoke Valley Transit Vision Plan (RVTP) o Virginia State "Roadeo" o Comprehensive Operational Analysis (COA) and Bus Replacement Local Match Requirements . Federal Transit Administration (FTA) Withholding Five Percent (5%) of Operating Assistance 36 • Job Access and Reverse Commute Program (JARC) • Fiscal 2017 Ridership (For full text, see copy of Management Update on file in the Secretary's Office.) During the General Manager's comments about the Federal Transit Administration withholding five percent of operating assistance, Director Payne arrived at the meeting (1:08 p.m.). Regarding the withholding of five percent for operating assistance by the Federal Transit Administration, President Bestpitch expressed apprehension concerning the reliability of funds, especially as it pertains to proposed funding cuts across the board, particularly since the State is not expected to make up the difference. There being no additional questions/comments, President Bestpitch advised that the Management Update would be received and Filed. PROSPECTIVE FARE INCREASE: The General Manager provided a presentation on GRTC/Valley Metro Fixed Route Adult Fare for review and discussion, along with a fare comparison chart of other transit systems in Virginia: Valley Metro $1.50, includes transfer Greater Richmond Transit $1.75, includes transfer Hampton Roads Area $1.75, does not include transfer Greater Lynchburg Transit $2.00, does not include transfer Lynchburg Transit $2.00; Day Pass $4.00 for transfer Hampton Roads $1.75; Day Pass $4.00 for transfer (Hampton Roads includes Portsmouth and Norfolk area) • Last fare increase 2007: $1.25 to $1.50 • Over last 10 years: • Operating expense increased 24% • Operating revenue offset decreased 2.4% • Federal & State percentage of match contribution decreased 4% • Local subsidy burden increased from 22% to 25% • $.25 cents based fare increase from $1.50 to $1.75: • Increases annual fare box revenue approximately 19% • Reduces subsidy burden by 15% or$323,600.00 for Fiscal 2018 (See copy of GRTC/Valley Metro Fixed Route Adult Fare Review on file in the Secretary's Office.) 37 In response to an inquiry from the Vice-President about the fare comparison with Greater Lynchburg Transit, Mr. Palmer replied that Lynchburg's base fee is $2.00, without a transfer and day pass of $4.00, with a transfer that allows passengers to ride all day; and the Hampton Roads day pass of$4.00, with a transfer is similar in cost. She noted that the current Valley Metro fare is $1.50, which includes transfer; and the proposed fare of $1.75 could be a significant increase for some riders. Inasmuch as there has not been a fare increase in nearly 10 years, Mr. Palmer requested that the Board consider the prospect of an increase. Director Jamison voiced concern that an increase in the fare could cause a reduction in ridership; and asked whether the annual fare box estimate includes an estimate of loss fares and where the breaking point was. Ms. Giles responded that a 3% decrease for cash paying customers has been included; and passengers who purchase weekly and monthly passes were not included in said estimate, which was based on the current ridership through this year. Following comments/questions by the Board regarding the prospect of an increase, a public hearing will be scheduled to receive public comments on an increase in the base fare from $1.50 to $1.75. STAR PASS PROGRAM: The General Manager gave a briefing on the STAR Monthly Fare Pass Program Analysis Proposed Limit on Use, highlighting the following items: • Trips over 11 months: 76,279 Pass Holders - 22,931 - 30% Non Pass Holders - 53,348 - 70% • Eligible Riders: 1,198 Pass Holders - 58 - 5% Non Pass Holders - 1,140 - 95% • Average Trips Per Month Pass Holders - 40 - +83% Non Pass Holders - 7 - • *Current pass priced at$96.00 based on average of 32 trips; 52 trip limit allows for 20 more trips at no cost = 38% discount (See copy of Program Analysis Proposed Limit on Use on file in the Secretary's Office.) Following general comments and discussion regarding the matter, the Board concurred in the recommendation to proceed with the monthly pass limit for para-transit service to be incorporated as part of the FY18 Budget; and the President advised that the Update would be received and filed. 38 APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager " requested appointment or reappointment of two members of the Board of the Greater Roanoke Transit Company and two officers of the Greater Roanoke Transit Company to serve as the Fiscal Year 2017-2018 Budget Review Committee to review the proposed budget. Vice-President Price placed in nomination Treasurer Barbara A. Dameron and Assistant Vice-President of Operations Sherman M. Stovall (two officers), and Directors Michael Shockley and Curtis Mills (two Board Members). There being no further nominations, Treasurer Dameron and Assistant Vice-President of Operations Stovall, as the two officers, and Directors Shockley and Mills as the two Board members were reappointed to serve as members of the Fiscal Year 2017-2018 Budget Review Committee, by the following vote: FOR TREASURER DAMERON, ASSISTANT VICE-PRESIDENT OF OPERATIONS STOVALL, AND DIRECTORS SHOCKLEY AND MILLS: Directors Jamison, Mills, Payne, Vice-President Price and President Bestpitch-5. (Directors Michalski-Karney and Shockley were 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 19, 2017, at 1:30 p.m., in the City Council Chamber. (See communication on file in the Secretary's Office.) Without objection, President Bestpitch advised the communication would be received and filed. OTHER BUSINESS: FAREWELL TO ASSISTANT VICE-PRESIDENT OF OPERATIONS: The General Manager thanked Christopher P. Morrill, Vice-President of Operations, for his support over the past few years, along with well wishes in his new position; and President Bestpitch also offered farewell wishes. President Bestpitch noted the next Board meeting would be held on Monday, May 15, 2017 at 1:00 p.m., in the EOC Conference Room. 39 There being no further business, the President declared the regular meeting adjourned at 1:51 p.m. APPROVED: / ATTEST: William D. Besssippitch Cecelia F. McCoy President Assistant Secretary 40 GREATER ROANOKE TRANSIT COMPANY May 15, 2017 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Monday, May 15, 2017, 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 Assistant Secretary of the Corporation. PRESENT: Directors Mark D. Jamison, Karen Michalski-Karney, Curtis E. Mills, Melinda J. Payne, Michael Shockley, Vice-President Anita J. Price, and President William D. Bestpitch-7. ABSENT: None-0. Also present were Sherman M. Stovall, Assistant Vice-President of Operations, Greater Roanoke Transit Company; Cecelia F. McCoy, Assistant Secretary, Greater Roanoke Transit Company; Barbara A. Dameron, Treasurer, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; David Collins, Assistant City Attorney, City of Roanoke; 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 20, 2017, 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 update dated Monday, May 15, 2017, with regard to the following items: 41 • Planning and Special Projects o Comprehensive Operational Analysis (COA) o Regional Surface Transportation Program (RSTP) o Fuel Management Audit • Collective Bargaining Agreement • Fiscal 2017 Ridership (See Management Update on file in the Secretary's Office.) Following comments by the General Manager and Board Members, President Bestpitch stated that the Management Update would be received and filed. FISCAL YEAR 2017 — 2018 OPERATING BUDGET: The General Manager submitted a written report recommending approval of the Fiscal Year 2017 — 2018 Budget. (See report on file in the Secretary's Office.) Director Shockley offered the following resolution: "A resolution approving a Fiscal Year 2018 Budget for Greater Roanoke Transit Company." (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 Vice-President Price and adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Mills, Payne, Shockley, Vice- President Price, and President Bestpitch-7. NAYES: None-0. GRANTS PROJECTS UPDATE: The General Manager gave an update on grant projects, noting that all reports have been submitted in a timely manner. Following the General Manager's comments, the President stated that the Grant Projects Update would be received and filed. PROPOSED FARE CHANGE AND PENDING PUBLIC HEARING: The General Manager gave a brief overview regarding the proposed fare change and pending public hearing, adding that a public hearing will be scheduled to receive public comments on the proposed fare increase from $1.50 to $1.75. 42 President Bestpitch commented that the 15-day fare pass seemed most efficient and staff may want to direct customers to purchase the 15-day rider pass. Director Shockley inquired what would be the revenue increase; wherein, the General Manager stated it would be approximately $316,000.00 annually. Vice-President Price asked when the proposed fare increase will go into effect; whereupon, the General Manager responded January 2018. Following comments by Board Members, President Bestpitch thanked Mr. Palmer for the report and advised that all remarks would be received and filed. PROPOSED LIMIT FOR STAR MONTHLY FARE PASS: The General Manager gave an oral report overview regarding the proposed limit for the STAR monthly fare pass, noting there are approximately seven riders who consistently use the monthly fare pass. Director Michalski-Karney asked whether any of the seven riders used the pass for work; and the General Counsel inquired would the fare increase affect those seven riders. Following questions and comments regarding the seven riders using the - STAR monthly fare pass, President Bestpitch stated that the matter would be continued until the next meeting scheduled on Monday, June 19 at 1:45 p.m., in the Council's Conference Room. OTHER BUSINESS: GRTC FINANCIAL PRESENTATION: Adam Salvia and Donald Deeds, representatives with Cherry Bekeart, transmitted documentation regarding an audit of GRTC's FY2017 Financial Statements, and audit of GRTC's major Federal programs as required by the Uniform Grant Guidance. (For full text, see copy of document on file in the Secretary's Office.) Mr. Salvia gave a brief overview, highlighting the following topics: • Engagement Services • Service Deliverables Audit Methodology • Significant Audit Areas 43 There being no questions and/or comments by the Board Members, the President stated that the Presentation would be received and filed. CITIZEN CONCERN: Paul Morrisey, 4922 Grandin Road, S. W., Roanoke County, appeared before the Board regarding transportation concerns in the Grandin Road area; and requested bus service to the Fairington Apartment complex. President Bestpitch asked Mr. Morrisey whether the complex was located in Roanoke County or the City; whereupon, Mr. Morrisey replied it was located in the County. The General Manager replied that GRTC did not have the latitude to provide services outside of the city limits. Mr. Stovall inquired whether the Board wanted to provide services to this location, adding that there have been conversations with Roanoke County officials who have expressed an interest regarding reconfiguration of services to extend into Roanoke County; however, they wanted to complete their 419 Town Center corridor project before discussing additional route changes. President Bestpitch was of the opinion that the issue was whether the County was willing to participate in making this service available to all along the 419 corridor, adding the County would be expected to provide some funding; and he was optimistic that the County would have an interest in extending service to the area. In closing, he suggested that Mr. Morrisey speak to Roanoke County regarding the extension of service to the Fairington Apartments. There being no further comments, Mr. Morrisey thanked the Board for allowing him to speak. UPCOMING TRIENNIAL REVIEW: The General Manager advised that on May 30 — 31, 2017, GRTC would be undergoing required reviews, which are performed every three years by the Federal Transit Administration (FTA) as to how GRTC manages FTA grants. NEXT MEETING: President Bestpitch announced that the next meeting of the GRTC Board of Directors would be held on Monday, June 19, 2017 at 1:45 p.m. in the Council's Conference Room. 44 There being no further business, the President declared the regular meeting adjourned at 1:42 p.m. APPROVED: ATTEST: William D. Bes pitch Cecelia F. McCoy President Assistant Secretary 45 GREATER ROANOKE TRANSIT COMPANY June 19, 2017 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Monday, June 19, 2017 at 1:45 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 Mark D. Jamison, Melinda J. Payne, Michael B. Shockley, and President William D. Bestpitch-4. ABSENT: Karen Michalski-Karney, Curtis E. Mills and Vice-President Anita J. Price-3. Also present were Sherman M. Stovall, Assistant Vice-President for Operations, Greater Roanoke Transit Company; Barbara A. Dameron, Treasurer, Greater Roanoke Transit Company; Cecelia F. McCoy, Assistant Secretary, Greater Roanoke Transit Company; Laura M. Carini, Assistant General Counsel, 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, May 15, 2017, 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 2017- 2018: The General Manager submitted a written report recommending adoption of the Board of Directors' Meeting Schedule for Fiscal Year 2017-2018. (For full text, see copy of report on file in the Secretary's Office.) 46 Director Shockley offered the following resolution adopting the GRTC Board of Directors' meeting schedule for 2018 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 19, 2017, meeting, the GRTC General Manager recommended that the Board adopt a specific meeting schedule for the 2018 Fiscal Year, which ends on June 30, 2018, as more fully set forth in the General Manager's report dated June 19, 2017, to this Board. THEREFORE, 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 18, 2018, 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 18, 2018, will be held at 1:45 p.m. in the City Council Conference Room, Room 451, on the fourth floor of the Noel C. Taylor Municipal Building, 215 Church Avenue, SW, 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 2018 Fiscal Year: July 17, 2017 (Monday, 1:00 p.m. — EOC) September 18, 2017 (Monday, 1:00 p.m. — EOC) November 20, 2017 (Monday, 1:00 p.m. —EOC) January 16, 2018 (Tuesday, 1:00 p.m. — EOC) March 19, 2018 (Monday, 1:00 p.m. — EOC) May 21, 2018 (Monday, 1:00 p.m. — EOC) June 18, 2018 (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. 47 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 meeting as the Board may determine to be appropriate. ATTEST: S/Cecelia F. McCoy Date Adopted: June 19, 2017 Cecelia F. McCoy, Assistant Secretary" Director Shockley moved the adoption of the resolution. The motion was seconded by Director Payne and adopted by the following vote: AYES: Directors Jamison, Payne, Shockley, and President Bestpitch-4. NAYS: None-0. (Directors Michalski-Karney, Mills, and Vice-President Price were absent.) OTHER BUSINESS: NONE. NEXT MEETING: President Bestpitch announced that the next meeting of the GRTC Board would be held on Monday, July 17, 2017 at 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:54 p.m. APPROVED: ATTEST: William D. Bestpitch Cecelia F. McCoy President Assistant Secretary 47 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 meeting as the Board may determine to be appropriate. ATTEST: SlCecelia F. McCoy Date Adopted: June 19, 2017 Cecelia F. McCoy, Assistant Secretary" Director Shockley moved the adoption of the resolution. The motion was seconded by Director Payne and adopted by the following vote: AYES: Directors Jamison, Payne, Shockley, and President Bestpitch-4. NAYS: None-0. (Directors Michalski-Karney, Mills, and Vice-President Price were absent.) OTHER BUSINESS: NONE. NEXT MEETING: President Bestpitch announced that the next meeting of the GRTC Board would be held on Monday, July 17, 2017 at 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:54 p.m. �APPROVED: ATTEST: William D. Bestpitch Cecelia F. McCoy President Assistant Secretary 48 GREATER ROANOKE TRANSIT COMPANY July 17, 2017 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by Vice-President Anita J. Price, on Monday, July 17, 2017, 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 D. Jamison, Michael B. Shockley, Curtis E. Mills, Melinda J. Payne and Vice-President Anita J. Price-5. ABSENT: Director Karen Michalski-Karney and President William D. Bestpitch-2. Also present were Sherman Stovall, Assistant Vice-President for Operations; Daniel J. Callaghan, General Counsel and Registered Agent; Laura Carini, Assistant General Counsel; Barbara A. Dameron, Treasurer; Stephanie M. Moon Reynolds, Secretary; Cecelia F. McCoy, Assistant Secretary; 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 Presiding Officer advised that the reading of the minutes of the regular meeting held on Monday, June 19, 2017, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: ELECTION OF OFFICERS: On behalf of the Secretary, the Assistant Secretary submitted a written report advising that Article V, Officers, of the By- Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as 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.) 49 Director Shockley placed the following individuals by titles in nomination: Council Member William Bestpitch as President; Vice-Mayor Anita J. Price as Vice-President; City Manager (Vacant) Vice-President of Operations; Assistant City Manager for Operations Sherman M. Stovall as Assistant Vice-President of Operations; City Clerk Stephanie M. Moon Reynolds as Secretary, Deputy City Clerk Cecelia F. McCoy as Assistant Secretary; Director of Finance Barbara A. Dameron as Treasurer; City Attorney Daniel J. Callaghan as Registered Agent and General Counsel, for one-year terms of office, each, ending June 30, 2018. There being no further nominations, the following persons were reappointed as officers of the Greater Roanoke Transit Company for terms of one-year, each, ending June 30, 2018: FOR VICE-MAYOR PRICE, COUNCIL MEMBER BESTPITCH, CITY MANAGER (VACANT), ASSISTANT CITY MANAGER FOR OPERATIONS, CITY ATTORNEY, CITY CLERK, DEPUTY CITY CLERK AND DIRECTOR OF FINANCE: Directors Jamison, Shockley, Mills, Payne and Vice-President Price-5. (Director Michalski-Karney and President Bestpitch were absent.) GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated July 17, 2017, with regard to the following items: • Fuel Management Audit • Collective Bargaining Agreement • Triennial Review • Fiscal 2017 Ridership (For full text, see copy of Management Update on file in the Secretary's Office.) Without objection, the Vice-President stated that the Management Update would be received and filed. FINANCIAL OPERATING REPORTS: The General Manager submitted the Financial Report for the month of May 2017, noting that GRTC experienced net income of $766,159.00 which was an increase of $659,629.00 compared to the same period in FY2016. (For full text, see report on file in the Secretary's office.) Without objection, the Vice-President stated that the May 2017 Financial Report would be received and filed. 50 AUTHORIZATION TO SCHEDULE PUBLIC HEARING ON FARE ADJUSTMENT AND AMENDMENT OF THE STAR MONTHLY PASS POLICY: The General Manager submitted a written report requesting authorization to schedule a public hearing on the proposed fare adjustment and limit on the number of rides allowed with the STAR monthly pass. Subject to the availability of the Board of Directs, the hearing shall be held at 7:00 p.m. between Monday, August 281n and Thursday, August 31s' or between Monday, October 23rd and Thursday, October 26'" in the EOC Conference Room. (For full text, see request for public hearing on file in the Secretary's office.) Director Payne moved that the Board concur in the abovementioned request of the General Manager. The motion was seconded by Director Mills and was adopted. OTHER BUSINESS: None. NEXT MEETING: Vice-President Price announced that the next meeting of the GRTC would be held on Monday, September 18, 2017 at 1:00 p.m., in Room 159, First Floor, EOC Conference Room. There being no further business, the Vice-President declared the regular meeting adjourned at 1:13 p.m. APPROVED: ATTEST: o ;.J. "x&&K�, Anita J. Price Cecelia F. McCoy Vice-President Assistant Secretary 51 GREATER ROANOKE TRANSIT COMPANY September 18, 2017 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Monday, September 18, 2017, 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 D. Jamison, Melinda J. Payne, Michael B. Shockley, and President William D. Bestpitch-4. ABSENT: Directors Karen Michalski-Karney, Curtis E. Mills, and Vice- President Anita J. Price-3. Also present were Robert S. Cowell, Jr., Vice-President of Operations; Greater Roanoke Transit Company; Sherman M. Stovall, Assistant Vice-President of Operations, Greater Roanoke Transit Company; Stephanie M. Moon Reynolds, Secretary, Greater Roanoke Transit Company; Cecelia F. McCoy, Assistant Secretary, Greater Roanoke Transit Company; Amelia C. Merchant, Treasurer, - Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel, Greater Roanoke Transit Company; Laura M. Carini, Assistant General Counsel, 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 17, 2017, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: Reports of qualification of Robert S. Cowell, Jr., as Vice- President of Operations of the Greater Roanoke Transit Company Board of Directors for a term ending June 30, 2018; and Amelia C. Merchant, Acting Director of Finance, to fill the unexpired term of Barbara A. Dameron, Director of Finance, resigned, as the Treasurer of the Greater Roanoke Transit Company ending June 30, 2018, was before the body. (See copies of Oaths or Affirmations on file in the Secretary's Office.) 52 Without objection, President Bestpitch stated that the Reports of Qualifications will be received and filed. GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Monday, September 18, 2017, with regard to the following items: • Collective Bargaining Agreement • Triennial Review • Comprehensive Operational Analysis (COA) • Fiscal Ridership (See Management Update on file in the Secretary's Office.) Following remarks regarding the Collective Bargaining Agreement, President Bestpitch asked that the Board be kept apprised of any disruption in service. There being no further discussions of the abovementioned items, President Bestpitch advised that the Management Update would be received and filed. FISCAL YEAR 2017 FINANCIAL REPORT (UNAUDITED): The General Manager submitted the 2017 Financial Report (Unaudited). (See Financial Report on file in the Secretary's Office.) The Assistant Vice-President of Operations cited the following factors: • Total revenue increased 9.3% compared to the same period last year and is 3.8% above the established budget. • Total expenses increased less than 1% over the same period last year and are 2.9% below the established budget. Without objection, President Bestpitch advised the Financial Report would be received and filed. OTHER BUSINESS: MUNICIPAL AUDITING REPORT: Drew Harmon, Municipal Auditor, submitted a written report regarding the audit of the Greater Roanoke Transit Company Fuel Management dated July 28, 2017. (See Audit Report on file in the Secretary's Office.) 53 Following presentation by the Municipal Auditor, President Bestpitch advised that the report would be received and filed. NEXT MEETING: President Bestpitch announced that the next meeting of the GRTC Board of Directors would be held on Monday, November 20, 2017 at 1:00 p.m. in Room 159, first floor, EOC Conference Room. President Bestpitch also announced a public hearing will be held on October 26, 2017 at 7:00 — 9:00 p.m., in Room 159, first floor, EOC Conference Room, to receive citizen comments on proposed adjustments in the single ride basic fare from $1.50 to $1.75, fare for passes, and the limit on the number of rides allowed with the Specialized Transit Arranged Rides (STAR) monthly fare pass; and noted that the bus service will be extended to accommodate those persons needing transportation between 7:00 p.m. and 9:00 p.m. There being no further business, President Bestpitch declared the regular meeting adjourned at 1:20 p.m. APPROVED: h .(AATj,TE/�/S.T: WilliaBestpitch Stephanie M. Moon eynol President Secretary 54 GREATER ROANOKE TRANSIT COMPANY ' October 26, 2017 A special meeting was held by the Board of Directors of the Greater Roanoke Transit Company on Thursday, October 26, 2017, at 7:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, with President William D. Bestpitch presiding. PRESENT: Directors Mark D. Jamison, Karen Michalski-Karney, Melinda J. Payne, Anita J. Price, Michael B. Shockley and President William D. Bestpitch-6. ABSENT: Director Curtis E. Mills-1. OFFICERS PRESENT: Daniel J. Callaghan, General Counsel, GRTC; and Stephanie M. Moon Reynolds, Secretary, GRTC. Also present were Sherman M. Stovall, Assistant Vice-President of Operations, GRTC; Carl Palmer, General Manager, Valley Metro; and Kevin Price, Assistant General Manager, Valley Metro. President Bestpitch declared the existence of a quorum; and stated that the purpose of the special meeting is to receive public comments regarding a proposed adjustment in fare increases and certain fare pass programs. PROPOSED ADJUSTMENTS IN FARE INCREASES AND ADJUSTMENTS TO CERTAIN FARE PASS PROGRAMS: Pursuant to the requirements mandated by the Federal Transit Administration and instructions by the Greater Transit Board of Directors, the Secretary having advertised a public hearing for Thursday, October 26, 2017 at 7:00 p.m., or as soon thereafter as the matter may be heard, to receive public comments regarding a proposed adjustments in fare increases and adjustments to certain fare pass programs, in order to offset increased purchased transportation, labor and related benefits, and other costs for GRTC summarized as follows, the matter was before the body: Type of Fare Current Fare Proposed Fare Schedule Schedule (effective January 1 2018 Basic Fare $ 1.50 $ 1.75 Discount Fare $ 0.75 $ 0.85 Students w/student I.D. 18 yr. & $ 0.75 $ 0.85 younger 24 Hour Basic Fare $ 5.00 $ 3.50 24 Hour Discount Fare $ 2.50 $ 1.70 15 Ride Pass Basic Fare 1 $20.00 1 $20.00 55 15 Ride Discount Fare $10.00 $10.00 7Day Pass Basic Fare _ $14.00 . _ $16.00 7 Day Pass DisFare count $ 7.00 _ _ $ 8.00 31 Day Pass - Basic Fare $48.00_ $56.00 31, Day Pass - Discount Fare $24.00 _ $28.00 S.T.A.R. Fare t-3.06 $ 3.50 S.T.A.R. 52 Ride Pass (formerly $96.00 $ 96.00 known as the S.T.A.R. Monthly Unlimited Ride Pass _ Smartwa Basic Fare $ 4.00 No Change Smartway Discount Fare $ 2.00 No Change Smartway 24 Hour Pass Basic Fare $ 10.00 No Change - Smartway 24 Hour Pass Discount $ 5.00 No Change Fare Smartway 15 Ride Pass Basic Fare $ 54.00 No Change Smartway 15 Ride Pass Discount $ 27.00 No Change Fare Smartway 31 Day Pass Basic Fare $120.00 No Chane Smartway 31 Day Pass Discount $ 60.00 No Change Fare Transfers Free Free Legal advertisement of the public hearing was published twice in the Virginia Section of The Roanoke Times on Tuesday, October 10, 2017; and Tuesday, October 17, 2017; and once in the Roanoke Tribune on Thursday, October 26, 2017. (See publishers' affidavits on file in the City Clerk's Office.) President Bestpitch inquired if there were persons wishing to speak on the matter; whereupon, the following individuals spoke with regard to the proposal: Cheryl Daniels, 214 10th Street (Vinton), was opposed to the fare increases; bus services dependable, but certain services outdated; needs to spend money in order to place transit at the top of priority list; hours need to be expanded, and replace paper passes and fare boxes with debit card system; Beverly Williamson, 2411 Avendale Avenue, S. W. (Roanoke City), not opposed to fare increases; ask that services be expanded to include Sundays; 56 Stephen Grammer, 4902 Grandin Road, S. W., Apartment 117 (Roanoke City), not opposed to fare increases, need improvement in accessibility for disabled persons; concern about emergencies since RADAR require reservations; James O'Conner, 1730 Grandin Road, S. W., Apartment 45 (Roanoke City), not opposed to fare increases; need additional service hours; create a later evening loop at Towers Mall, Valley View Mall and Tanglewood Mall (Roanoke County), respectively; extend bus service to surrounding localities (Vinton, Salem and Roanoke County) so that disabled persons may enjoy outings in the late evenings; and continue the bus service at Campbell Court; David Rogers, 4930 Grandin Road, S. W., Apartment 11 (Roanoke City), not opposed to fare increases; disagree with 52 rides per month for STAR ride pass; prefer unlimited rides; Roanoke City, Roanoke County, Salem and Vinton should have a single rate; concern about limitation on services; Cassie Shepherd, 1150 Vinyard Road, Apartment 414 (Vinton), not opposed to fare increases; do not support limitation on STAR pass; prefers unlimited rides; and extend bus service times; Judy Ratcliff, 1150 Vinyard Road, Apartment 102 (Vinton), expressed appreciation to RADAR for its dependable and professional service offered to the disabled; Michael Carden, 220 8`h Street, Apartment F8, (Vinton), not opposed to fare increases; need to extend bus service hours; concern about success of AMTRAK in Roanoke; Jacob Watts, 1408 Cravens Creek Lane (Roanoke City), not opposed to fare increases; extend evening bus service hours; extend bus service to include Sundays and outside of City limits; upgrade equipment; adjust rates for persons with disabilities; Frederick Donaher, 686 Montrose Avenue, S. E. (Roanoke City), suggested an alternative to fare box system; extend bus service to include 419 corridor; extend bus service hours; encourage discussion with Roanoke County officials to partner with Roanoke City; love Roanoke becoming a tourist City; need to improve infrastructure; point of sale purchases at Campbell Court and on buses; 57 Tanda Blevins, 2213 Inge Circle (Salem), concern regarding increase in fares, all cannot afford to pay; rely on RADAR for employment; ' willing to pay extra to extend services to Roanoke County; RADAR drivers are professional and courteous; would like Roanoke County CORTRAN and RADAR services combined; Duane Howard, 1221 6`h Street, S. W. (Roanoke City), might have potential riders if City offered convenient bus stops in neighborhoods; express bus service 30 minute intervals; lack of bus shelters a deterrent; suggested corporate sponsors to advertise on buses; bus drivers always courteous and profession; Nathan Auldridge and Harry Hoyt, 124 Kirk Avenue, S. W. (Roanoke City), enjoy trolley service to medical school; maintain accessibility for disabled residents; support small rate increase for expanded services; Anne Cantrell, 101 Tobias Road (Vinton), in favor of increase in fares; John Conway, 4715 Survey Avenue (Roanoke City), support fare increases; opposed to limited Ride Pass; concern about reduction; noted public hearing at Vinton War Memorial on October 30 regarding elimination of service in Vinton; Steven Allen (address unknown), not opposed to fare increases; expand bus services; desire additional bus shelters; expansion of bus service hours on game day; like to see trolley travel to Mill Mountain Star; video messenger to show locator; believe grants available with green energy movement; City need to offer night time service on main routes; extend service to the Clearbrook/220 South area in Roanoke County; Earl Trout (address unknown), in favor of fare increases; express bus to DMV at least three times a day; and Joseph Rock 1020 131h Street, S. E., Apartment 310 (Roanoke City), extend services to the Hollins area and the DMV on Peters Creek Road, N. W. in Roanoke County. President Bestpitch pointed out that the City Treasurer's Office currently offers Department of Motor Vehicle (DMV Selects) services, such as vehicle titling and registration transactions; however, they are prohibited from processing any online or franchise dealership work, and they do not issue driver's licenses, learner's permits or identification cards. 58 There being no further speakers, President Bestpitch declared the public hearing closed. There being no further business, the special meeting was adjourned at 8:50 p.m. APPROVED: ATTEST: kam • DSM William D Bestpitc I7N Stephanie M. MoonReyndl President City Clerk 59 GREATER ROANOKE TRANSIT COMPANY November 20, 2017 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Monday, November 20, 2017, at 12:30 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 D. Jamison, Karen Michalski-Karney, Curtis E. Mills, Michael B. Shockley, Vice-President Anita J. Price (arrived late) and President William D. Bestpitch-6. ABSENT: Director Melinda J. Payne-1. Also present were Robert S. Cowell, Jr., Vice-President of Operations; Sherman M. Stovall, Assistant Vice-President of Operations; Stephanie M. Moon Reynolds, Secretary; Cecelia F. McCoy, Assistant Secretary; Amelia C. Merchant, Treasurer; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel; 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 18, 2017; and Special meeting of GRTC held on Thursday, October 26, 2017 would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) At this point, Vice-President Price entered the meeting (12:31 p.m.) CLOSED MEETING: A communication from the Secretary dated October 23, 2017 calling for the Board of Directors to convene in a Closed Meeting to discuss and/or consider the acquisition of real property for a public purpose and/or the disposition of real property owned by Greater Roanoke Transit Company, generally known as Campbell Court, located at Salem Avenue, S. W., and Campbell Avenue, S. W., in Roanoke, Virginia, and bearing Official Tax Map Nos. 1011105 - 1011110, inclusive, 1011116 - 1011120, inclusive, 1011122, and 1011129, pursuant to Section 2.2.3711 (A)(3), Code of Virginia (1950), as amended, was before the body. (See communication on file in the Secretary's Office.) 60 Director Shockley moved that the Board convene in Closed Meeting as _ abovementioned. The motion was seconded by Vice-President Price and adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Mills, Shockley, Vice-President Price and President Bestpitch-6. NAYS: None-0. (Director Payne was absent.) At 12:35 p.m., the Board meeting was declared in recess to convene in Closed Meeting. At 1:04 p.m., the Board meeting reconvened, President Bestpitch presiding and all Members of the Board in attendance, with the exception of Director Payne. CERTIFICATION OF CLOSED MEETING: Vice-President Price moved, with respect to the Closed Meeting just concluded, that each member of the Board of Directors certify to the best of his or her knowledge that: (1) only public business matters lawfully exempted from open meeting requirements under the Virginia Freeman of Information Act; and (2) only such public business matters as were identified in any motion by which any Closed Meeting was convened were heard, discussed or considered by the Members of the Board of Directors in attendance. The motion was seconded by Director Shockley and adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Mills, Shockley, Vice-President Price and President Bestpitch-6. NAYS: None-0. (Director Payne was absent.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated November 20, 2017, with regard to the following items: • Collective Bargaining Agreement • Triennial Review ' • Comprehensive Operational Analysis • Fiscal 2017 Ridership (For full text, see copy of Management Update on file in the Secretary's Office.) 61 Following remarks by the General Manager and Assistant Vice-President of Operations, President Bestpitch advised that the Management Update would be received and filed. FINANCIAL OPERATING REPORTS: The General Manager submitted the First Quarter Financial Report (July— September) of Fiscal Year 2018. (For full text, see Financial Report on file in the Secretary's office.) Without objection, the President stated that the First Quarter Financial Report would be received and filed. AUTHORIZATION TO PURCHASE BUSES AND TROLLEYS: The General Manager submitted a written report recommending authorization to purchase nine replacement buses and four replacement trolleys. (For full text, 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 purchase contract, in a form approved by General Counsel, needed to purchase nine (9) replacement buses and four (4) replacement trolleys, in compliance with Federal Transit Administration (FTA) Circular 4220.1f, in an amount not to exceed the available grant funds 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." (For full text, see Resolution on file in the Secretary's Office.) Director Shockley moved the adoption of the Resolution. The motion was seconded by Director Michalski-Karney. Following remarks by the General Manager and Assistant Vice-President of Operations regarding the breakdown of funding sources, the Resolution was adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Mills, Shockley, Vice-President Price and President Bestpitch-6. NAYS: None-0. (Director Payne was absent.) 62 APPROVAL OF PROPOSED FARE ADJUSTMENT AND AMENDMENT OF THE STAR MONTHLY FARE PASS POLICY: The General Manager submitted a written report recommending approval of a proposed fare adjustment and amendment of the STAR Monthly Fare Pass Policy. (For full text, see report on file in the Secretary's Office.) Vice-President Price offered the following resolution: "A Resolution approving and adopting a revised Passenger Fare Schedule for the Greater Roanoke Transit Company (GRTC), DBA Valley Metro; and authorizing the General Manager of GRTC to take appropriate action to implement such revised passenger fare schedule to take effect on January 1, 2018." (For full text, see Resolution on file in the Secretary's Office.) Vice-President Price moved the adoption of the Resolution. The motion was seconded by Director Shockley. Extensive discussion was held with regard to the S.T.A.R. Monthly Pass, noting that the proposed 52 trips would limit frequent riders and should remain unlimited. Director Michalski-Karney moved that the measure be revised to reflect the S.T.A.R. Monthly Pass shall remain unchanged. The motion was seconded by Vice-President Price and adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Mills, Shockley, Vice-President Price and President Bestpitch-6. NAYS: None-0. (Director Payne was absent.) Director Michalski-Karney moved the adoption of the Resolution, as amended. The motion was seconded by Vice-President Price and adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Mills, Shockley, Vice-President Price and President Bestpitch-6. NAYS: None-0. (Director Payne was absent.) 63 President Bestpitch summarized the comments from the Public Hearing that was held on Thursday, October 26, 2017 at 7:00 p.m., noting that most riders were concerned about extending service beyond City limits and asked staff to explore the possibility of an extension. OTHER BUSINESS: GRTC AUDITED FINANCIALS: Rob Churchman, Partner, Cherry Bekaert, CPAs and Advisors, transmitted documentation regarding Audit GRTC's FY 2017 financials; and GRTC's major federal programs as required by the Uniform Grant Guidance. (For full text, see copy of Audit Presentation on file in the Secretary's Office.) Mr. Churchman gave a brief overview, highlighting the following topics: • Engagement Services • Service Deliverables • Overall Audit Results • Required Communications • New Accounting Changes There being no questions and/or comments by the Board Members, the President stated that the presentation would be received and filed. NEXT MEETING: President Bestpitch announced that the next meeting of the GRTC Board of Directors would be held on Tuesday, January 16, 2018 at 1:00 p.m., in Room 159, first floor, EOC Conference Room due to the Martin Luther King, Jr., holiday. There being no further business, President Bestpitch declared the Regular meeting adjourned at 1:45 p.m. APPROVED: J ATTTEST: p �C r� William D. Bestpitch Ste hanie M. Moon ey'nol President Secretary 64 GREATER ROANOKE TRANSIT COMPANY January 16, 2018 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Tuesday, January 16, 2018, 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 D. Jamison, Karen Michalski-Karney, Curtis E. Mills, Melinda J. Payne (arrived late), Michael B. Shockley, Vice-President Anita J. Price and President William D. Bestpitch-7. ABSENT: None-0. Also present were Robert S. Cowell, Jr., Vice-President of Operations; Sherman M. Stovall, Assistant Vice-President of Operations; Stephanie M. Moon Reynolds, Secretary; Amelia C. Merchant, Treasurer; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel; 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 w reading of the minutes of the regular meeting held on Monday, November 20, 2017 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 January 16, 2018, with regard to the following items: 65 • Planning and Special Projects o Smart Way Express o Campbell Court Brick Fagade Repair Incident During the Assistant General Manager's comments, Director Payne entered the meeting (1:09 p.m.). o Transit Fare Increase (UPDATE) With regard to the STAR Pass, other options continue to be studied; and the matter will be revisited during the FY2018-2019 budget study process. • Fiscal 2018 Ridership With regard to analysis, certain bus connections stood out; conversation about possibility of having eight buses in and eight buses out instead of 16; and schedule of overall route analysis completion anticipated by February 2018. (For full text, see copy of Management Update on file in the Secretary's Office.) Following comments regarding the abovementioned items, the President advised that the Management Update would be received and filed. NOVEMBER 2017 FINANCIAL REPORT: The Assistant General Manager submitted the November 2017 Financial Report. (For full text, see Financial Report on file in the Secretary's office.) Following comments by the Assistant Vice-President of Operations regarding fare revenues and significant factors affecting the financial performance, the President stated that the Financial Report 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 2018-2019: The Assistant General Manager submitted a written report recommending authorization to file the Federal Transit Administration Operation and Capital Financial Assistance, and Commonwealth of Virginia Operating and Capital Financial Assistance for Fiscal Year 2018-2019. (For full text, see report on file in the Secretary's Office.) 66 Director Shockley offered the following resolution: "A Resolution authorizing the filing of applications with the Federal Transit Administration ("FTA") and the Commonwealth of Virginia Department of Rail and Public Transportation ("DRPT"), an operating administration of the United States Department of Transportation, for Federal transportation assistance authorized by 49 U.S.C. Chapter 53, and/or authorized by any other Federal statutes administered by the FTA, including, but not limited to, applicable sections of 23 U.S.C. Chapter 23." (For full text, see Resolution on file in the Secretary's Office.) Director Shockley moved the adoption of the Resolution. The motion was seconded by Vice-President Price. President Bestpitch and other Board Members called attention to minor grammatical errors as set forth in the resolution. Director Michalski-Karney moved that the Resolution be amended to correct the grammatical errors. The motion was seconded by Director Payne and adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Mills, Payne, Shockley, Vice-President Price and President Bestpitch-7. NAYS: None-0. Director Michalski-Karney moved the adoption of the Resolution, as amended. The motion was seconded by Director Payne and adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Mills, Payne, Shockley, Vice-President Price and President Bestpitch-7. NAYS: None-0. AUTHORIZATION TO PURCHASE THREE REPLACEMENT LOW FLOOR BUSES: The Assistant General Manager submitted a written report recommending authorization to purchase three replacement low floor buses. (For full text, see report on file in the Secretary's Office.) 67 Vice-President Price offered the following resolution: "A Resolution authorizing Greater Roanoke Transit Company's President, Vice-President of Operations, Assistant Vice-President of Operations, General Manager, or Assistant 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 three (3) replacement buses, in compliance with Federal Transit Administration (FTA) Circular 4220.1f, in an amount not to exceed the available grant funds and in accordance with FTA and Virginia Public Procurement Act regulations; and authorizing the Vice-President of Operations and General Manager or Assistant General Manager to take such further actions and execute such further documents, as may be necessary to implement, administer, and enforce such contract." (For full text, see Resolution on file in the Secretary's Office.) Vice-President Price moved the adoption of the Resolution. The motion was seconded by Director Shockley. Following comments regarding the model style of the new buses, the Resolution was adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Mills, Payne, Shockley, Vice- President Price and President Bestpitch-7. NAYS: None-0. APPROVAL OF GRTC ALLEY CLOSURE AND COMBINATION PLAN TRANSACTION: The Assistant General Manager submitted a written report recommending approval of GRTC alley closure and combination plan transaction. (For full text, see report on file in the Secretary's Office.) Director Shockley offered the following resolution: "A Resolution approving, authorizing, and ratifying the Letter Agreement (Agreement) between Greater Roanoke Transit Company (GRTC) and Todd A. Goodrich (Goodrich) to sell to Goodrich a portion of an alley adjacent to 203 12th Street, S.E., Roanoke, Virginia, Official Tax Map No. 4110606, and 205 12t" Street, S.E., Roanoke, Virginia, Official Tax Map No. 4110607 (Property), upon certain terms and conditions; and authorizing GRTC's General Manager and/or Assistant General Manager to execute such further documents and take such further actions as may be necessary to accomplish the above matters." (For full text, see Resolution on file in the Secretary's Office.) 68 Director Shockley moved the adoption of the Resolution. The motion was seconded by Director Michalski-Karney. Following positive comments in connection with the selling of the abovementioned property, the Resolution was adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Mills, Payne, Shockley, Vice-President Price and President Bestpitch-7. NAYS: None-0. GRTC'S UPDATED TITLE VI POLICY: The Assistant General Manager submitted a written report recommending the adoption of GRTC's updated Title VI Program Update. (For full text, see report on file in the Secretary's Office.) Vice-President Price offered the following resolution: "A Resolution adopting Greater Roanoke Transit Company's February 2017 Title VI Program Update approved by the Federal Transit Administration (FTA)." (For full text, see Resolution on file in the Secretary's Office.) r Vice-President Price moved the adoption of the Resolution. The motion was seconded by Director Shockley. Following general comments by the Assistant General Manager noting an increase in the non-speaking population and changes to public participation in second language for census, the Resolution was adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Mills, Payne, Shockley, Vice-President Price and President Bestpitch-7. NAYS: None-0. OTHER BUSINESS: PROPOSED WALMART SHELTER: There was dialogue regarding the status of the proposed Walmart Shelter to be located in Valley View Mall area. The Assistant General Manager reported that the proposed Shelter was still under review, with the Administration continuing to work on an alternative solution, which will require additional funds. As discussion ensued, Director Payne suggested the matter be viewed from an economic development standpoint and offered her assistance. 69 NEXT MEETING: NEXT BOARD MEETING: President Bestpitch announced that the next meeting of the GRTC Board of Directors would be held on Monday, March 19, 2018 at 1:00 p.m., in Room 159, first floor, EOC Conference Room. There being no further business, President Bestpitch declared the regular meeting adjourned at 1:33 p.m. APPROVED: p ATTEST: William D. Bestpitch Stephanie M. Moo ey Ids President Secretary 70 GREATER ROANOKE TRANSIT COMPANY March 19, 2018 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Monday, March 19, 2018, 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 D. Jamison, Karen Michalski-Karney, Melinda J. Payne, Michael B. Shockley, Vice-President Anita J. Price (arrived late), and President William D. Bestpitch-6. ABSENT: Director Curtis E. Mills-1. Also present were Robert S. Cowell, Jr., Vice-President of Operations; Sherman M. Stovall, Assistant Vice-President of Operations; Cecelia F. McCoy, Assistant Secretary; Amelia C. Merchant, Treasurer; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel; Kevin Price, General Manager, Valley Metro; and Stephanie Giles, Director of Finance, Valley Metro. The President declared the existence of a quorum. At this point, Vice-President Price entered the meeting (1:11 p.m.). MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Tuesday, January 16, 2018, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: President Bestpitch recognized Kevin Price as General Manager of Valley Metro and congratulated him on his recent appointment. GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Letter dated March 19, 2018, with regard to the following items: • Planning and Special Projects o Triennial Review Update (Review Closed) o GRTC Fleet Expansion —40' Low Floors o Vinton Transit Service 71 • Fiscal Ridership Report (For full text, see copy of Management Update on file in the Secretary's Office.) In response to an inquiry about information with regard to the Ridership Charts, Mr. Price confirmed that the data was received in a timely manner; however, one bus out of three did not report data. With regard to the S.T.A.R Ridership Chart, Mr. Stovall pointed out that staff needed direction with regard to the S.T.A.R monthly pass, which remained unchanged following the adoption of a revised Passenger Fare Schedule for the Greater Roanoke Transit Company at the regular meeting of the Board of Directors held on Monday, November 20, 2017. Following discussion of abovementioned matter, Mr. Stovall suggested adjusting the S.T.A.R. monthly pass rather than capping the number of rides monthly. President Bestpitch pointed out that the any changes to the S.T.A.R. monthly pass would require a public hearing; and there being no additional comments, he advised that the Management Update would be received and filed. COMPREHENSIVE OPERATIONAL ANALYSIS STUDY OVERVIEW: The General Manager gave an overview of the Comprehensive Operational Analysis, highlighting the following areas: • Work Plan • Study Progress • Ridership by Route • Ridership by Time of Day • Sample Route Analysis Map • Potential COA Recommendations in Support of Goals and Vision Plan • Next Steps (For full text, see copy of presentation on file in the Secretary's office.) Director Jamison inquired about the likelihood of transit service in the Valley View Mall area; whereupon, Mr. Stovall replied while negotiations have been unsuccessful, plans for other marketing options were being reviewed, which will be challenging to accomplish. Regarding extended transit bus service in Roanoke County, the Assistant Vice-President of Operations indicated the County's idea was to extend bus service from the Tanglewood Mall area to Starkey Road which is near the County Administration Building. 72 Director Payne called attention to a request for extended service in Salem from Route 419/East Main Street to Richfield Living Retirement Community on upper West Main Street. . w. President Bestpitch commented about bus service to the Carilion Clinic Orthopedics located on Franklin Road, S.W., and the need for a bus shelter at Bennington Street and 13th Street, S.E., and asked staff for potential locations for additional shelters. APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager requested appointment or reappointment of two members of the Board of the Greater Roanoke Transit Company and two officers of the Greater Roanoke Transit Company to serve as the Fiscal Year 2018-2019 Budget Review Committee to review the proposed budget. Director Shockley placed in nomination Treasurer Amelia C. Merchant and Assistant Vice-President of Operations Sherman M. Stovall (two officers), and Directors Michael Shockley and Curtis Mills (two Board members). There being no further nominations, Treasurer Merchant and Assistant Vice- President of Operations Stovall, as two officers, and Directors Shockley and Mills, as the two Board members were reappointed to serve as members of the Fiscal Year 2018-2019 Budget Review Committee by the following vote: FOR TREASURER MERCHANT, ASSISTANT VICE-PRESIDENT OF OPERATIONS STOVALL, AND DIRECTORS SHOCKLEY AND MILLS: Directors Jamison, Michalski-Karney, Payne, Shockley, Vice-President Price and President Bestpitch-6. (Director Mills 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 18, 2018, at 1:30 p.m., in the City Council Chamber. (See communication on file in the Secretary's Office.) Without objection, President Bestpitch advised the communication would be received and filed. 73 OTHER BUSINESS: ROTATION OF REGIONAL REPRESENTATIVES: Director Melinda Payne, representative for City of Salem, expressed an interest in continuing to serve as the region representative on the Board, even though the position is to rotate every two years between the City of Salem and Town of Vinton. She surmised it was beneficial to the City of Salem to have a permanent representative on the Board due to the ongoing rider concerns along the Main Street corridor and Salem area, in general; and she suggested that the Town of Vinton officials be queried as to having a permanent representative on the Board as well. NEXT MEETING: NEXT BOARD MEETING: President Bestpitch announced that the next meeting of the GRTC Board of Directors would be on Monday, May 21 at 1:00 p.m., in the EOC Conference Room. There being no further business, President Bestpitch declared the regular meeting adjourned at 1:43 p.m. APPROVED: ATTEST: al, William D. Bestpit h Cecelia F. McCoy President Assistant Secretary 74 GREATER ROANOKE TRANSIT COMPANY May 21, 2018 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Monday, May 21, 2018, 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 Karen Michalski-Karney, Curtis E. Mills, Melinda J. Payne, Michael B. Shockley, Anita J. Price, and President William D. Bestpitch-6. ABSENT: Director Mark D. Jamison-1. Also present were Robert S. Cowell, Jr., Vice-President of Operations; Sherman M. Stovall, Assistant Vice-President of Operations; Cecelia T. Webb, Acting Secretary; Amelia C. Merchant, Treasurer; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel; Kevin Price, General Manager, Valley Metro; Ronnie Parker, Assistant General Manager, Valley Metro; and Stephanie Giles, Director of Finance, Valley Metro. The President declared the existence of a quorum. President Bestpitch recognized Ronnie Parker as the new Assistant Manager of Valley Metro; noting that he was previously employed with Blacksburg Transit; and congratulated him on his recent appointment. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, March 19, 2018, 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 21, 2018, with regard to the following items: • Planning and Special Projects o Roanoke County Transit Extension Discussions o FTA Section 5307 Withholding — 5% o Smart Way Schedule Adjustment o Vinton Transit Service o Transit Bus Stop Shelter Project 75 o GRTC Public Hearing Matters • Fiscal Ridership Report (For full text, see copy of Management Update on file in the Secretary's Office.) The General Manager introduced Patrice Strachan, a representative of Virginia Department of Rail and Transportation. With regard to the Transit Bus Stop Shelter Project, Director Michalski- Karney complimented the potential shelter at Salem Walmart and inquired about a potential shelter at Valley View Mall; whereupon, Mr. Stovall indicated that Valley View Mall was not interested in an additional bus shelter. President Bestpitch inquired if the proposed Melrose Avenue bus shelter locations were shared with the Melrose Avenue Target Area Project community stakeholders; whereupon, Mr. Stovall indicated that the information would be shared with the representatives. Lastly, Director Mills commented that Carilion had issued a purchase order for a bus stop shelter at Riverside Drive. There being no additional comments, President Bestpitch advised that the Management Update would be received and filed. AUTHORIZATION TO PURCHASE ONE FIXED ROUTE VALLEY METRO SERVICE REPLACEMENT BUS: The General Manager submitted a written report recommending authorization to purchase one fixed route Valley Metro service replacement bus. (See report on file in the Secretary's Office.) Vice-President Price 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 one (1) replacement bus, in compliance with Federal Transit Administration (FTA) Circular 4220.117, in an amount not to exceed the available grant funds 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." Vice-President Price moved the adoption of the resolution. The motion was seconded by Director Shockley and adopted by the following vote: 76 AYES: Directors Michalski-Karney, Mills, Payne, Shockley, Vice-President Price and President Bestpitch-6. NAYS: None-0. (Director Jamison was absent.) FISCAL YEAR 2018 - 2019 OPERATING BUDGET: The General Manager submitted a written report recommending approval of the Fiscal Year 2018 - 2019 Operating Budget. (See report on file in the Secretary's Office.) Director Shockley offered the following resolution: "A resolution approving a Fiscal Year 2019 Budget for Greater Roanoke Transit Company." Director Shockley moved the adoption of the resolution. The motion was seconded by Director Payne. The Assistant Vice-President for Operations transmitted a copy of the GRTC FY 2018 —2019 Budget. (See copy of FY 2018 — 2019 Budget on file in the Secretary's Office.) There being no comments,the resolution was adopted by the following vote: AYES: Directors Michalski-Karney, Mills, Payne, Shockley, Vice-President Price and President Bestpitch-6. NAYS: None-0. (Director Jamison was absent.) DISCUSSION REGARDING THE COMPOSITION OF THE GRTC BOARD OF DIRECTORS: The Assistant Vice-President for Operations advised that at a previous meeting of the Board, Director Payne suggested that the Board of Directors be expanded to include all participating localities and currently the seat rotated between the City of Salem and Town of Vinton every two years. He pointed out that the composition of the Board of Directors was adopted by the Stockholders in 2010, and Director Mills has indicated that he would not seek reappointment. 77 Mr. Stovall further advised that, in consultation with legal counsel, staff recommends that the Citizen at Large seat be comprised of a second jurisdiction representative. Mr. Callaghan added that the matter could be added to the agenda for the Annual Meeting of the Stockholders scheduled on June 18, for action. PRESENTATION BY CHERRY BEKAERT: Donald Deeds, Manager, Cherry Bekaert, presented information with regard to the engagement services, deliverables, audit methodology, and significant audit areas in connection with GRTC. (See presentation on file in the Secretary's Office.) Without objection, the comments/information was received and filed. NEXT MEETING: NEXT BOARD MEETING: President Bestpitch announced that the next meeting of the GRTC Board of Directors would be held on Monday, June 18 at 1:45 p.m., in the City Council's Conference Room. There being no further business, President Bestpitch declared the regular meeting adjourned at 1:50 p.m. APPROVED: ATT T• William D. Bestpitc CecPiaT.tW-ebb President Acting Secretary 78 GREATER ROANOKE TRANSIT COMPANY June 18, 2018 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Monday, June 19, 2017 at 1:49 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 Mark D. Jamison, Karen Michalski-Karney, Melinda J. Payne, Michael B. Shockley, Vice-President Price and President William D. Bestpitch-6. ABSENT: Director Curtis E. Mills-1. Also present were Robert S. Cowell, Jr., Vice President of Operations; Sherman M. Stovall, Assistant Vice-President for Operations, Greater Roanoke Transit Company; Amelia C. Merchant, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon Reynolds, Secretary, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel, Greater Roanoke Transit Company; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, 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 meeting held on Monday, May 21, 2018, 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 2019 FISCAL YEAR: The General Manager submitted a written report recommending adoption of the Board of Directors' Meeting Schedule for Fiscal Year 2018-2019. (For full text, see copy of report on file in the Secretary's Office.) 79 Director Jamison offered the following resolution adopting the GRTC Board of Directors' meeting schedule for 2019 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 18, 2018, meeting, the GRTC General Manager recommended that the Board adopt a specific meeting schedule for the 2019 Fiscal Year, which ends on June 30, 2019, as more fully set forth in the General Manager's report dated June 18, 2018, to this Board. THEREFORE, 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 17, 2019, 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 17, 2019, will be held at 1:45 p.m. in the City Council Conference Room, Room 451, on the fourth floor of the Noel C. Taylor Municipal Building, 215 Church Avenue, SW, 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 2019 Fiscal Year: July 16, 2018 (Monday, 1:00 p.m. — EOC) September 17, 2018 (Monday, 1:00 p.m. — EOC) November 19, 2018 (Monday, 1:00 p.m. — EOC) January 22, 2019 (Tuesday, 1:00 p.m. — EOC) March 18, 2019 (Monday, 1:00 p.m. — EOC) May 20, 2019 (Monday, 1:00 p.m. — EOC) June 17, 2019 (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. 80 3. The schedule of meetings for the GRTC Board for subsequent fiscal PWAR years may be set annually by the Board at the June Board meeting, or at any other Board meeting as the Board may determine to be appropriate. ATTEST: S/Stephanie M. Moon Reynolds Date Adopted: June 18, 2018 Stephanie M. Moon Reynolds, Secretary" Director Jamison moved the adoption of the resolution. The motion was seconded by Vice-President.Price and adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Payne, Shockley, Vice- President Price and President Bestpitch-6. NAYS: None-0. (Director Mills was absent.) AUTHORIZATION TO CONDUCT AN INFORMATION ONLY PUBLIC HEARING: The General Manager submitted a written request to conduct an OWN Information Only public hearing to solicit comments on proposed changes to GRTC's transit services. (For full text, see copy of report on file in the Secretary's Office.) Vice-President Price offered the following resolution authorizing a public hearing to receive public comments on proposed changes to GRTC's Smartway Bus services: "A RESOLUTION AUTHORIZING A PUBLIC HEARING TO RECEIVE PUBLIC COMMENTS ON (1) THE SMART WAY EXPRESS SERVICE; (2) THE SMART WAY BASE SERVICE ROUTE MODIFICATION; (3) THE SMART WAY SCHEDULE ADJUSTMENT; AND (4) THE PEAK HOUR SERVICE REDUCTION — FRIDAY EVENINGS FOR GREATER ROANOKE TRANSIT COMPANY (GRTC). WHEREAS, at the Board's June 18, 2018, meeting, the GRTC General Manager recommended that the Board consider (1) the Smart Way Express Service, which will provide a direct link between the campus of Virginia Tech and the Virginia Tech Carilion Research Institute (VTCRI); (2) the Smart Way Base Service Route Modification, which will no longer service VTCRI, since the Smart Way Express Service will be servicing that route; (3) the Smart Way Schedule own Adjustment, changing the departure time from Virginia Tech from 4:30 a.m. to 5:00 a.m. to better accommodate passengers departing from the New River 81 Valley; and (4) the Peak Hour Service Reduction on Friday evenings, reducing the one hour on Fridays and ending service at 6:45 p.m. on Fridays, as more fully set forth in the General Manager's report dated June 18, 2018, to this Board. THEREFORE, BE IT RESOLVED by the Board of Directors of GRTC as follows: 1. That the Board of Directors hereby approves and authorizes a public hearing to be advertised and held on Monday, July 9, 2018, at 4:30 p.m., or as soon thereafter as the matter may be reached, or such other date and time as deemed appropriate by the General Manager, to receive public comments on (1) the Smart Way Express Service; (2) the Smart Way Base Service Route Modification; (3) the Smart Way Schedule Adjustment;. and (4) the Peak Hour Service Reduction on Friday evenings. The public hearing will be held in the Campbell Court Transfer Center, 2nd Floor Conference Room, which is located at 17 Campbell Avenue, S.W., Roanoke, Virginia 24011. ATTEST: S/Stephanie M. Moon Reynolds Date Adopted: June 18, 2018 Stephanie M. Moon Reynolds, Secretary" Vice-President Price moved the adoption of the resolution. The motion was seconded by Director Shockley and adopted by the following vote: AYES: Directors Jamison, Michalski-Karney, Payne, Shockley, Vice- President Price and President Bestpitch-6. NAYS: None-0. (Director Mills was absent.) OTHER BUSINESS: AMTRAK SERVICES: Randolph Gregg, 2523 Jefferson Street, S.W., appeared before the Board to request consideration of a Smartway Bus from the Roanoke-Blacksburg Regional Airport to Clifton Forge for passengers to connect with the AMTRAK west bound train. Following discussion of the matter, Mr. Gregg's request was referred to staff for report back at a subsequent meeting. 82 NEXT MEETING: '" President Bestpitch announced that the next meeting of the GRTC Board would be held on Monday, July 16, 2018 at 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:56 p.m. APPROVED: ATTEST: ,//' ;;,/�/ , -"V,,- dM l??r� William D. Bestpitch Stephanie M. Moon Reynolds President Secretary 88 GREATER ROANOKE TRANSIT COMPANY July 16, 2018 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by Secretary Stephanie M. Moon Reynolds on Monday, July 16, 2018 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 Karen Michalski-Karney, Melinda J. Payne, and Richard "Pete" Peters, and President Pro Tem Mark D. Jamison -4. ABSENT: Director Michael B. Shockley, Vice-President Price and President William D. Bestpitch-3 Also present were Robert S. Cowell, Jr., Vice President of Operations; Sherman M. Stovall, Assistant Vice-President for Operations, Greater Roanoke Transit Company; Amelia C. Merchant, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon Reynolds, Secretary, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel, Greater Roanoke Transit Company; Kevin L. Price, General Manager, Valley Metro; and Stephanie Giles, Director of Finance, Valley Metro. Inasmuch as the President and Vice-President was absent, Director Jamison served as President Pro Tem and presided over the remaining of the meeting. The President Pro Tem Jamison declared the existence of a quorum. MINUTES: Without objection by the Board, the President Pro Tem advised that the reading of the minutes of the regular meeting held on Monday, June 18, 2018, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: ELECTION OF OFFICERS: The Secretary submitted a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as 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.) 84 Director Payne placed the following names in nomination: Council Member William Bestpitch as President; Council Member Anita J. Price as Vice-President; City Manager Robert S. Cowell as Vice-President of Operations; Assistant City Manager for Operations Sherman M. Stovall as Assistant Vice-President of Operations; City Clerk Stephanie M. Moon Reynolds as Secretary, Deputy City Clerk Cecelia F. McCoy as Assistant Secretary; Director of Finance Amelia C. Merchant as Treasurer; and City Attorney Daniel J. Callaghan as Registered Agent and General Counsel, for one-year terms of office, each, ending June 30, 2018. 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, 2018: FOR COUNCIL MEMBERS BESTPITCH AND PRICE, CITY MANAGER, ASSISTANT CITY MANAGER FOR OPERATIONS, CITY ATTORNEY, CITY CLERK, DEPUTY CITY CLERK AND DIRECTOR OF FINANCE: Directors Michalski-Karney, Payne, Peters, and President Pro Tem Jamison-4. (Director Shockley, Vice-President Price and President Bestpitch were absent.) GENERAL MANAGER: NONE. OTHER BUSINESS: COMPREHENSIVE OPERATIONAL ANALYSIS UPDATE: Elisabeth (Lib) Rood, AICP, Senior Transportation Planner, KFH Group, gave an overview of the Comprehensive Operational Analysis (COA) draft recommendations, highlighting the following areas: • Introduction o Primary Goals of the COA • Valley Metro Fixed Route — Overview • Draft COA Recommendations o Route Changes o Proposed Route Adjustments and Changes Using Existing Resources — Short Term o New Routes — Short Term — Using Existing Resources o New Routes — Short Term — Require Additional Investment o Schedule Analysis and Recommendations o Passenger Facilities o Marketing and Advertising o Service Planning • Next Steps _.. , Following questions and comments by the Board, President Pro Tem Jamison thanked Ms. Rude for the overview and stated the presentation would be received and filed. 85 TRANSIT REFORM/STATE TRANSIT FUNDING FROM VIRGINIA DEPARTMENT OF RAIL AND PUBLIC TRANSPORTATION: Patrice Strachan, Transit Program Manager, Department of Rail and Public Transportation, gave an update on Transit Reform/State Transit Funding from Virginia Department of Rail and Public Transportation, highlighting the following areas: • Restructured Commonwealth Mass Transit Fund o General Assembly Action in 2018 called for a newly restructured Commonwealth Mass Transit Fund o Capital Projects Revenue (CPR) Bonds o Benefits • Statewide Transit CAPITAL Prioritization o Commonwealth Transportation Board (CTB) to implement by July 1, 2019 o TSDAC has recommended three project-based prioritization processes for Capital projects o Capital Funding Prioritization Principles • Statewide OPERATING FUNDS Distribution o CTB to implement by July 1, 2019 o Current Factors o WMATA is exempt from the process • Urban Transit Agency Strategic Plans • Next Steps Following discussion by the Board, President Pro Tem Jamison thanked Ms. Strachan for the updated and stated the presentation would be received and filed. NEXT MEETING: President Pro Tem Jamison announced that the next meeting of the GRTC Board would be held on Monday, September 17, 2018 at 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:37 p.m. APPROVED: ATTEST: Mark D. Jamison Stephanie M. Moon Reynolds President Pro Tem Secretary 86 GREATER ROANOKE TRANSIT COMPANY September 17, 2018 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Monday, September 17, 2018 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 Mark D. Jamison, Melinda J. Payne, and Richard "Pete" Peters, and President William D. Bestpitch-4. ABSENT: Directors Karen Michalski-Karney and Vice-President Anita Price-2. Also present were Robert S. Cowell, Jr., Vice President of Operations; Sherman M. Stovall, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Stephanie M. Moon Reynolds, Secretary; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel,; Kevin L. Price, General Manager, Valley Metro; Stephanie Giles, Director of Finance, Valley Metro; and Ronnie Parker, 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 meeting held on Monday, July 16, 2018, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: RESIGNATION OF MEMBER OF THE BOARD OF DIRECTORS: The Secretary submitted a written communication advising of the resignation of Michael Shockley as a City staff representative of the Greater Roanoke Transit Company, Board of Directors, effective immediately. (See communication on file in the Secretary's Office.) The Assistant Vice-President Operations recommended an interim » appointment of Reeves (R. B.) Lawhorn, Budget Administrator, to fill the unexpired term of office of Michael Shockley ending June 30, 2019, with concurrence of the Board. 87 Without objection by the Board, the resignation was accepted and the communication received and filed. And the appointment of R. B. Lawhorn as a City staff representative of the Greater Roanoke Transit Company Board of Directors for an unexpired term of office ending June 30, 2019, was concurred in by the Board. REPORT OF QUALIFICATIONS: Reports of qualification of Robert S. Cowell, Jr., as Vice-President of Operations; Sherman M. Stovall, Assistant Vice- President of Operations; Stephanie M. Moon Reynolds, Secretary; Cecelia F. McCoy, Assistant Secretary; Daniel J. Callaghan, General Counsel; and Amelia C. Merchant, Treasurer, for terms of office of one-year, each, ending June 30, 2019, was before the body. (See Oaths or Affirmations on file in the Secretary's Office.) Without objection by the Board, the reports of qualification were received and filed. GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Monday, September 17, 2018, with regard to the following items: • Planning and Special Projects o Clifton Forge/Amtrak Connection Update o Transit Passenger Advisory Committee • Fiscal Year 2018 Ridership (See Management Update on file in the Secretary's Office.) With regard to the Transit Passenger Advisory Committee, the proposed structure was discussed in-depth; and the matter was to be continued until the November 19 Board meeting. There being no additional discussion on the abovementioned items, President Bestpitch advised that the Management Update would be received and filed. FISCAL YEAR 2017 — 2018 FINANCIAL REPORT (UNAUDITED): The General Manager submitted a written report regarding GRTC Fiscal Year 2018 Financial Report (Unaudited). (See (Unaudited) Financial Report on file in the Secretary's Office.) 88 Following comments about the significant factors affecting financial performance of revenues and expenses for Fiscal Year 2017 — 2018, the President stated that the financial report would be received and filed. AUTHORIZATION TO CONDUCT PUBLIC MEETINGS: The General Manager submitted a written report recommending authorization to conduct public meeting on September 27, 2018, at Vinton War Memorial; and on October 10, 2018, at the Campbell Court Transfer Center. (See report on file in the Secretary's Office.) Regarding elimination of Route 31X, President Bestpitch stated that the language should be "replacing" instead of "discontinuing" since RCIT currently receives transit service during peak hours on Monday — Friday via the Route 31X, and this may also allow an opportunity for future services. Director Jamison offered the following resolution authorizing the General Manager to conduct public meetings on September 27, 2018 at the Vinton War Memorial from 6:00 p.m. — 7:30 p.m.; and on October 10, 2018, at the Campbell Court Transfer Center, 2nd Floor Conference Room from 4:30 p.m. — 7:00 p.m. to solicit comments on proposed changes to GRTC's transit services: "A Resolution authorizing a public hearing to receive public comments on proposed changes to Greater Roanoke Transit Company's (GRTC) transit services to (i) modify services for Route 35 and Route 36; (ii) modify services for Route 31 and Route 32; and (iii) discontinue services for Route 31X. (For full text, see resolution on file in the Secretary's Office.) Director Jamison moved the adoption of the resolution. The motion was seconded by Director Payne. Following additional comments regarding the abovementioned modifications, the resolution was adopted by the following vote: AYES: Directors Jamison, Payne, Peters, and President Bestpitch-4. NAYS: None-0. (Directors Michalski-Karney and Vice-President Price were absent.) 89 TRANSIT DEVELOPMENT PLAN: The General Manager highlighted information regarding the Transit Development Plan (TDP), Short Term Transit - Service Development Plan, as follows: • Purpose of "TDP" • Service Improvement Strategy • Medium to Long Range Transit Service Initiatives • Service Improvement Strategy Maps (For full text, see presentation on file in the Secretary's Office.) The General Manager also distributed documents regarding Valley Metro Transit Development Plan Fiscal Years 2019 — 2028 and Valley Metro Comprehensive Operational Analysis Final Report August 2018. (For full text, see documents on file in the Secretary's Office.) Following comments by the staff, adoption of plan would be recommended at the November 19 Board meeting. OTHER BUSINESS: NONE. NEXT MEETING: President Bestpitch announced that the next GRTC Board would be on Monday, November 19, 2018, at 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:42 p.m. APPROVED: ATTEST: William D. Bestpitch Stephanie M. Moon nol President Secretary 90 r � GREATER ROANOKE TRANSIT COMPANY November 19, 2018 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Monday, November 19, 2018 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 R. B. Lawhorn, Karen Michalski-Karney, Melinda J. Payne (arrived late), Richard "Pete" Peters, Vice-President Anita J. Price and President William D. Bestpitch-6. ABSENT: Director Mark D. Jamison-1. Also present were Robert S. Cowell, Jr., Vice President of Operations; Sherman M. Stovall, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Stephanie M. Moon Reynolds, Secretary; Laura M. Carini, Assistant General Counsel; Kevin L. Price, General Manager, Valley Metro; Stephanie Giles, Director of Finance, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: Without objection, the reading of the minutes of the regular meeting on Monday, September 17, 2018, was dispensed with, and the minutes were approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: OATHS OF OFFICE: Report of qualification of R. B. Lawhorn as a City Staff Representative Member of the Greater Roanoke Transit Company Board of Directors to fill the unexpired term of office of Michael Shockley ending June 30, 2019, was before the Board. (See Oath of Affirmation of Office on file in the Secretary's Office.) Without objection, the Oath or Affirmation of Office was received and filed. At this point, Director Payne entered the meeting (1:01 p.m.) 91 CLOSED MEETING: The Assistant General Counsel submitted a written communication on behalf of the General Counsel recommending the Board convene in a Closed Meeting for consultation with legal counsel, pertaining to acquisition of real property for a public purpose and/or disposition of real property owned by Greater Roanoke Transit Company, generally known as Campbell Court located at Salem Avenue and Campbell Avenue, S. W., where such consultation in open meeting would adversely Code ffect toe negotiating posture re of the City, pursuant to Section 2.2-3711 (A)(3), g (1950), as amended. (See communication on file in the Secretary's Office.) Vice-President Price moved the Board convene in Closed Meeting as abovementioned. The motion seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors Lawhorn, Michalski-Karney, Payne, Peters, Vice-President Price and President Bestpitch-6. NAYS: None-0. (Director Jamison was absent.) At 1:03 p.m., the President declared the Board in recess. At 1:40 p.m., the Board meeting reconvened in the EOC Conference Room, President Bestpitch presiding and all members of the Board in attendance, with the exception of Board Director Jamison. CERTIFICATION OF CLOSED MEETING: With respect to the closed meeting just concluded, Board Director Michalski-Karney moved that each Member of the Board of Greater Roanoke Transit Company (GRTC) certify to the best of his or her knowledge that: (1) only public business matters lawfully exempted from open meeting requirements under the Chapter 37 of Title 2.2, Code of Virginia, 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 in the meeting by the public body. The motion seconded by Vice-President Price and adopted by the following vote: AYES: Directors Lawhorn, Michalski-Karney, Payne, Peters, Vice-President Price and President Bestpitch-6. NAYS: None-0. (Director Jamison was absent.) 92 President Bestpitch announced a special meeting of the Board on Monday, December 17, 2018, at 1:00 p.m., in the EOC Conference Room, with regard to acquisition of real property for a public purpose and/or disposition of real property owned by Greater Roanoke Transit Company, generally known as Campbell Court located at Salem Avenue and Campbell Avenue, S. W. (See notification from Secretary dated December 5, 2018, cancelling the special called meeting on December 17, 2018 at 12:30 p.m.). GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Monday, November 19, 2018, with regard to the following items: • Planning and Special Projects o Transit Passenger Advisory Committee—Follow-up Item o Automated Vehicle Location/Real-time Transit Passenger Information Project Update o Amtrak Cardinal Connection Roanoke Area Passenger Data o Walmart/Valley View Shelter Project Update — Alternate Concept Submission (See Management Update on file in the Secretary's Office.) Following discussion about the Walmart/Valley View Shelter, President Bestpitch received and filed the Management Update. AUTHORIZATION TO CONDUCT PUBLIC MEETING: The General Manager submitted a written report recommending authorization to advertise and hold a public hearing on a date in January 2019, selected by the Board, at 7:00 p.m., or as soon thereafter as the matter may be reached, or such other date and time as deemed appropriate by the General Manager, to receive public comments on a proposed fee increase to the STAR monthly pass program in order to offset increased purchased transportation, labor and related benefits, and other costs from $96.00 to $112.00. (See report on file in the Secretary's Office.) Director Payne offered the following resolution: A resolution authorizing a public hearing to receive public comments on a proposed fee increase to the STAR Monthly Pass Program, in order to offset increased purchased transportation, labor, and related benefits, and other costs for Greater Roanoke Transit Company (CRTC). (For full text, see Resolution on file in the Secretary's Office.) 93 Director Payne moved adoption of the resolution. The motion seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors Lawhorn, Michalski-Karney, Payne, Peters, Vice-President Price and President Bestpitch-6. NAYS: None-0. (Director Jamison was absent.) THE TRANSIT DEVELOPMENT PLAN FOR FISCAL YEARS 2019 - 2028: The General Manager submitted a written report recommending approval of the Transit Development Plan for Fiscal Years 2019 — 2028 for Greater Roanoke Transit Company. (For full text, see report on file in the Secretary's Office.) Vice-President Price offered the following resolution: A resolution adopting the Transit Development Plan (TDP) for Fiscal Years 2019 through 2028 for Greater Roanoke Transit Company. (For full text, see Resolution on file in the Secretary's Office.) Vice-President Price moved adoption of the resolution. The motion seconded by Director Peters. Following comments by President Bestpitch for staff to keep the Board informed of timeline, adding that opportunity exists for significant improvements, the resolution adopted by the following vote: AYES: Directors Lawhorn, Michalski-Karney, Payne, Peters, Vice-President Price and President Bestpitch-6. NAYS: None-0. (Director Jamison was absent.) STUDENT DISCOUNT ELIGIBILITY CRITERIA: The General Manager submitted a written report recommending approval of proposed change to the Student Discount Eligibility Criteria for Greater Roanoke Transit Company. (For full text, see report on file in the Secretary's Office.) 94 Director Payne offered the following resolution: A resolution approving and updating the student discount eligibility criteria for Greater Roanoke Transit Company (CRTC); and authorizing the General Manager of GRTC to take appropriate action to implement such revised Student Discount Eligibility Criteria to take effect on January 1, 2019. (For full text, see Resolution on file in the Secretary's Office.) Director Payne moved adoption of the resolution. The motion seconded by Director Peters and adopted by the following vote: AYES: Directors Lawhorn, Michalski-Karney, Payne, Peters, Vice-President Price and President Bestpitch-6. NAYS: None-0. (Director Jamison was absent.) MODIFICATION SERVICES TO CERTAIN ROUTES: The General Manager submitted a written report recommending modification changes to services for Routes 31, 32, 35 and 36. (For full text, see report on file in the Secretary's Office.) Director Peters offered the following resolution: A resolution authorizing proposed changes to Greater Roanoke Transit Company's (GRTC) transit services to modify services for Routes 31, 32, 35, and 36. (For full text, see Resolution on file in the Secretary's Office.) Director Peters moved adoption of the resolution. The motion seconded by Director Payne. Director Peters expressed appreciation on behalf of the Town of Vinton regarding proposed route modifications to Routes 31, 32, 35, and 36. The Assistant Vice-President of Operations reiterated the Roanoke Centre for Industrial Technology (RCIT), would be provided with hourly transit service Monday— Saturday, effective January 2019, as a result of the proposed service changes for Routes 31 and 32. 95 There being no additional comments and/or questions by the Board, the resolution adopted by the following vote: AYES: Directors Lawhorn, Michalski-Karney, Payne, Peters, Vice-President Price and President Bestpitch-6. NAYS: None-0. (Director Jamison was absent.) PRESENTATION BY CHERRY BEKAERT: Rob Churchman, Partner, gave an overview of the FY2018 for Greater Roanoke Transit Company. (See presentation on file in the Secretary's Office.) Without objection, the overview was received and filed. OTHER BUSINESS: NONE. NEXT MEETING: President Bestpitch announced the next regular meeting to be Tuesday, January 22, 2019 at 1:00 p.m. in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. He reminded the Board about a special meeting called for Monday, December 17, 2018, at 12:30 p.m., in the EOC Conference Room, with regard to acquisition of real property for a public purpose and/or disposition of real property owned by Greater Roanoke Transit Company, generally known as Campbell Court located at Salem Avenue and Campbell Avenue, S. W. There being no further business, the President declared the regular meeting adjourned at 1:58 p.m. APPROVED: ATTEST: Vh William D. Bestpitc Stephanie M. Moon Reynolds President Secretary 96 GREATER ROANOKE TRANSIT COMPANY January 22, 2019 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Tuesday, January 22 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 D. Jamison, Reeves "R.B." Lawhorn, Karen Michalski-Karney, Melinda J. Payne (arrived late), Richard "Pete" Peters, Anita J. Price, and President William D. Bestpitch-7. ABSENT: None. Also present were Robert S. Cowell, Jr., Vice President of Operations; Sherman M. Stovall, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Stephanie M. Moon Reynolds, Secretary; Cecelia F. McCoy; Assistant Secretary; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, 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 meeting held on Monday, November 19, 2018, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) PRESIDENT: ANNUAL MEETING OF THE GRTC STOCKHOLDERS: The President submitted a written communication recommending the Annual Meeting of the GRTC Stockholders be held on Monday, June 17, 2019, at 1:30 p.m., in the City Council Chamber. (See communication on file in the Secretary's Office.) 97 Vice-President Price moved that the Board concur in the recommendation as abovementioned. The motion was seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors Jamison, Lawhorn, Michalski-Karney, Peters, Price and President Bestpitch-6. NAYS: None-0. (Ms. Payne was not present when the vote was recorded.) REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Tuesday, January 22, 2019, with regard to the following items: • Planning and Special Projects o Transit Passenger Advisory Committee (TPAC) o Automated Vehicle Location/Real-Time Transit Passenger Information Project Update & Application Logo During comments by the General Manager regarding the abovementioned item, Board Member Payne entered the meeting (1:05 p.m.) o Routes 31, 32, 35, 36 — Route Modification Update o GRTC Ridership Collection Software Update (See Management Update on file in the Secretary's Office.) Following comments by Board Members regarding Route Modification Update and GRTC Ridership Collection Software Update, the President advised that the Management Update would be received and filed. FIRST QUARTER FINANCIAL REPORT: The General Manager submitted a written report transmitting financial performance information for the first quarter (July — September) of Fiscal Year 2019, noting for the first quarter of FY2019, Greater Roanoke Transit Company experienced net income of $282,702.00, an increase of$58,905.00, compared to the same period in FY2018. (See Financial Report on file in the Secretary's Office.) Following discussion regarding the impact on City services due to the Federal Government shutdown, the President advised that the Financial Report would be received and filed. 98 SALE OF CAMPBELL COURT TO THE CITY OF ROANOKE: The General Manager submitted a written report recommending the sale of Campbell Court to the City of Roanoke and acquisition of real estate to construct a new transportation center within the City. (For full text, see report on file in the Secretary's Office.) Vice-President Price offered the following resolution: "A Resolution approving the execution, delivery and performance, by the Greater Roanoke Transit Company (GRTC) of an agreement for the exchange of real estate between the City of Roanoke, Virginia (City) and GRTC under which agreement GRTC will sell and transfer certain real property to the City and acquire certain real property from the City; authorizing the President and General Manager of GRTC to execute the agreement for the exchange of real estate between the City and GRTC; authorizing the President and/or General Manager to execute such further documents and take such further actions as may be necessary to accomplish the sale of real property and the acquisition of real property; and recommending to the City, as the GRTC stockholder, the approval of the disposition of real property of GRTC in accordance with applicable law." (For full text, see Resolution on file in the Secretary's Office.) Vice-President Price moved the adoption of the Resolution. The motion was seconded by Director Michalski-Karney. Following comments by President Bestpitch regarding public perception of the new bus transportation center, the Resolution was adopted by the following vote: AYES: Directors Jamison, Lawhorn, Michalski-Karney, Payne, Peters, Price and President Bestpitch-7. NAYS: None-0. FEDERAL TRANSIT ADMINISTRATION OPERATING AND CAPITAL FINANCIAL ASSISTANCE, AND COMMONWEALTH OF VIRGINIA OPERATING AND CAPITAL FINANCIAL ASSISTANCE: 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 2019-2020. (For full text, see report on file in the Secretary's Office.) Director Payne offered the following resolution: 99 "A resolution authorizing the filing of applications and the acceptance and execution of appropriate agreements for operating and capital financial assistance for Fiscal Year 2019-2020 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.) Director Payne moved the adoption of the Resolution. The motion was seconded by Vice-President Price and adopted by the following vote: AYES: Directors Jamison, Lawhorn, Michalski-Karney, Payne, Peters, Price and President Bestpitch-7. NAYS: None-0. OTHER BUSINESS: SPECIAL MEETING OF GRTC STOCKHOLDER: The City Attorney advised that there would be a special meeting of the GRTC Stockholder, represented by Roanoke City Council, this evening at 6:30 p.m., in the Council Chamber, to consider the proposed City and GRTC Exchange Agreement. President Bestpitch announced that there would be a public hearing on Thursday, January 31, 2019 at 7:00 p.m., in the EOC Conference Room, to receive citizen comments regarding an increase in the GRTC STAR Monthly Fee Schedule. NEXT MEETING: President Bestpitch announced that the next GRTC Board would be on Monday, March 18, 2019, at 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:24 p.m. APPROVED: ATTEST: William D. Bestpitch Stephanie M. Moon Reynolds President Secretary goo GREATER ROANOKE TRANSIT COMPANY January 31, 2019 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Thursday, January 31, 2019, at 7:00 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 instructions by the Board dated Monday, November 19, 2018. PRESENT: Directors Mark D. Jamison, Reeves "RB" Lawhorn, Melinda J. Payne, Richard "Pete" Peters, Anita J. Price, and President William D. Bestpitch- 6. ABSENT: Director Karen Michalski-Karney-1. Also present were Sherman M. Stovall, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy; Assistant Secretary; Daniel J. Callaghan, General Counsel; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. The President declared the existence of a quorum. President Bestpitch stated the purpose of the special meeting was to receive public comments regarding an increase in the S.T.A.R. Monthly Unlimited Ride Pass Fee Schedule for GRTC, from $96.00 to $112.00, effective April 1, 2019, in order to offset increased purchased transportation, labor and related benefits, and other costs for GRTC. PROPOSED ADOPTION OF A REVISED S.T.A.R. MONTHLY UNLIMITED RIDE PASS FEE SCHEDULE; Pursuant to instructions by the Board of Directors of the Greater Roanoke Transit Company, the Secretary having advertised a public hearing for Thursday, January 31, 2019, at 7:00 p.m., to receive public comments regarding a proposed increase in the S.T.A.R. Monthly Unlimited Ride Pass Fee Schedule for GRTC, from $96.00 to $112.00, effective April 1, 2019, the matter was before the body. Legal advertisement of the public hearing was published in The Roanoke Times, Virginia Section on Tuesday, January 15, 2019, and Tuesday, January 22, 2019. (See publisher's affidavit on file in the Secretary's Office.) 101 The President inquired if there were persons present who wished to speak on the matter. There being none, he declared the public hearing closed. There being no further business, the President declared the special meeting adjourned at 7:15 p.m. APPROVED: ATTEST: William D. Bestpitch Cecelia F. McCoy President Assistant Secretary 102 GREATER ROANOKE TRANSIT COMPANY March 18, 2019 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Monday, March 18, 2019, 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 D. Jamison, Reeves "R.B." Lawhorn, Karen Michalski-Karney, Melinda J. Payne, Richard "Pete" Peters, Anita J. Price, and President William D. Bestpitch-7. ABSENT: None. Also present were Robert S. Cowell, Jr., Vice President of Operations; Sherman M. Stovall, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Stephanie M. Moon Reynolds, Secretary; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. The President declared the existence of a quorum. MINUTES: President Bestpitch called attention to a typographical error on page 2 of the January 22, 2019 Greater Roanoke Transit Company Board of Directors minutes, noting the word "Financial" in the subject line was misspelled. Without objection by the Board, the President advised that the reading of the minutes of the regular meeting of the Greater Roanoke Transit Company Board of Directors held on Tuesday, January 22, 2019; and a Special Meeting of the Greater Roanoke Transit Company Board of Directors held on Thursday, January 31, 2019, would be dispensed with and approved, with the noted correction. (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 dated Monday, March 18, 2019, with regard to the following items: • Planning and Special Projects o Transit Passenger Advisory Committee (TPAC) — Charter & TPAC Member Application o GRTC YTD Ridership Data - UPDATE 103 o Comprehensive Operational Analysis (COA)/Transit Development Plan (TDP) - UPDATE (See Management Update on file in the Secretary's Office.) There was extensive discussion regarding the membership of the Transit Passenger Advisory Committee. (See Draft of Greater Roanoke Transit Company Charter for the Transit Passenger Advisory Committee on file in the Secretary's Office.) In summary, the Board offered the following suggestions: • Staggered terms for continuity • Vital representation to ensure public awareness • Physical challenged — accessibility overall • Scheduled meetings every other month, excluding December, and such other meeting locations the committee may designate The President encouraged the Board to review the draft charter and share their thoughts with the Assistant Vice-President of Operations, so that the Charter may be adopted at the May 20 Board meeting. Following additional comments by Board Members regarding GRTC YTD Ridership Data Update and Comprehensive Operational Analysis (COA)/Transit Development Plan (TDP) Progress Update, the President advised that the Management Update would be received and filed. SECOND QUARTER FINANCIAL REPORT: The General Manager submitted a written report transmitting financial performance information for the second quarter (October — December) of Fiscal Year 2019, noting during the second quarter of FY2019, Greater Roanoke Transit Company experienced a net income of $507,982.00 and a decrease of $19,050.00 compared to the same period in FY2018. (See Financial Report on file in the Secretary's Office.) Following comments by the Assistant Vice-President of Operations and Board Members regarding significant factors affecting the second quarter financial performance, the President advised that the Financial Report would be received and filed. PUBLIC HEARING ON VALLEY METRO MINOR ROUTE MODIFICATIONS: The General Manager submitted a written report recommending authorization to conduct an open house public meeting on Tuesday, April 18, 2019, to receive citizen comments regarding the modification of certain minor routes. (See report on file in the Secretary's Office.) 104 It, Vice-President Price offered the following resolution: "A Resolution authorizing an open house public meeting to receive public comments on proposed changes to Greater Roanoke Transit Company's (CRTC) Transit Services to modify Valley Metro's transit services." Vice-President Price moved the adoption of the resolution. The motion was seconded by Director Payne. Following additional remarks by the General Manager about possible locations of interest to riders that are cost neutral, the Resolution was adopted by the following vote: AYES: Directors Jamison, Lawhorn, Michalski-Karney, Payne, Peters, Price and President Bestpitch-7. NAYS: None-0. PROPOSED STAR MONTHLY PASS FEE INCREASE: The General Manager submitted a written report recommending approval of the proposed STAR Monthly Pass Fee increase from $96.00 to $112.00, effective April 1, 2019, subject to approval by Roanoke City Council, as required pursuant to Section 34-22, Code of the City of Roanoke (1979), as amended. (See report on file in the Secretary's Office.) Director Payne offered the following resolution: "A Resolution approving and adopting a revised S.T.A.R. Monthly Unlimited Ride Pass Fee Schedule for the Greater Roanoke Transit Company (CRTC), dba Valley Metro; and authorizing the General Manager of GRTC to take appropriate action to implement such revised Passenger Fare Schedule to take effect on April 1, 2019." (For full text, see Resolution on file in the Secretary's Office.) Director Payne moved the adoption of the Resolution. The motion was seconded by Vice-President Price. Following remarks by President Bestpitch regarding the unlimited cost increase, the Resolution was adopted by the following vote: AYES: Directors Jamison, Lawhorn, Michalski-Karney, Payne, Peters, Price and President Bestpitch-7. NAYS: None-0. 105 APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager requested the appointment of two members of the Board of the Greater Roanoke Transit Company and two officers of the Greater Roanoke Transit Company to serve as the Fiscal Year 2019 - 2020 Budget Review Committee to review the proposed budget. Director Jamison placed in nomination the names by title of Amelia C. Merchant, Treasurer and Sherman M. Stovall, Assistant Vice-President of Operations as the two officers; and Directors Karen Michalski-Karney and Reeves "R. B." Lawhorn as the two Board Members. There being no further nominations, Ms. Merchant, Ms. Michalski-Karney, and Messrs. Stovall and Lawhorn were appointed to serve as members of the Fiscal Year 2019 - 2020 Budget Review Committee, by the following vote: FOR MS. MERCHANT, MS. MICHALSKI-KARNEY AND MESSRS. STOVALL AND LAWHORN: Directors Jamison, Lawhorn, Michalski-Karney, Payne, Peters, Price and President Bestpitch-7. OTHER BUSINESS: NONE. NEXT MEETING: President Bestpitch announced that the next GRTC Board of Directors Meeting would be Monday, May 20, 2019, at 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:30 p.m. APPROVED: ATTEST: N44--- %aX4 William D. Bestpitch Stephanie M. Moon Reynol s President Secretary 106 GREATER ROANOKE TRANSIT COMPANY May 20, 2019 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Monday, May 20, 2019, 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 D. Jamison, Reeves "R.B." Lawhorn, Karen Michalski-Karney, Melinda J. Payne, Richard "Pete" Peters, Anita J. Price (arrived late), and President William D. Bestpitch-7. ABSENT: None-0. Also present were Robert S. Cowell, Jr., Vice-President of Operations; Sherman M. Stovall, Assistant Vice-President of Operations; Cecelia T. Webb, Acting Secretary; Daniel J. Callaghan, General Counsel; Kevin Price, General Manager, Valley Metro; Ronnie Parker, Assistant General Manager, Valley Metro; and Stephanie Giles, Director of Finance, Valley Metro. The President declared the existence of a quorum. At this point, Vice-President Price entered the meeting (1:01 p.m.) MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, March 18, 2019, 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 20, 2019, with regard to the following items: • Planning and Special Projects o Valley Metro Minor Route Modifications Review o GRTC YTD Ridership Update (For full text, see copy of Management Update on file in the Secretary's Office.) 1 107 With regard to the Valley Metro Minor Route Modifications Review, the General Manager gave an overview of each proposed bus route modification and advised that a bus shelter was necessary for the proposed bus stop at the Target store location; whereupon, President Bestpitch inquired if opposition was anticipated from Target representatives. The Assistant Vice-President of Operations responded that the shelter would be located in the City's right-of-way. President Bestpitch also inquired about the possibility of locating a bus stop at the end of Towne Square Boulevard; whereupon, the Assistant Vice-President of Operations advised that staff could review location, noting that the route adjustment would allow headway time to service the Virginia Career Works Center. Lastly, the General Manager stated that ridership experienced a small decline; and hoped it would increase with the proposed changes in the bus routes. There being no additional comments, President Bestpitch advised that the Management Update would be received and filed. THIRD QUARTER FINANCIAL REPORT: The General Manager submitted a written report transmitting financial performance information for the third quarter (January — March) of Fiscal Year 2019, noting net income of $293,084.00 and a decrease of$156,560.00 compared to the same period in Fiscal Year 2018. (See Financial Report on file in the Secretary's Office.) Following the Assistant Vice-President of Operations remarks regarding significant factors affecting the third quarter financial performance, the President advised that the Financial Report would be received and filed. AUTHORIZATION TO PURCHASE EIGHT REPLACEMENT LOW FLOOR BUSES: The General Manager submitted a written report recommending authorization to purchase eight replacement low floor buses. (See report on file in the Secretary's Office.) Vice-President Price 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 eight (8) replacement low floor transit coach buses, in compliance with Federal Transit Administration (FTA) Circular 4220.1 F, in an amount not to exceed los the available grant funds 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." Vice-President Price moved the adoption of the resolution. The motion was seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors Jamison, Lawhorn, Michalski-Karney, Payne, Peters, Price and President Bestpitch-7. NAYS: None-0. AUTHORIZATION TO PURCHASE FIVE REPLACEMENT STAR MINI-BUSES: The General Manager submitted a written report recommending authorization to purchase five replacement STAR Mini-Buses. (See report on file in the Secretary's Office.) Director Payne 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 five (5) replacement STAR Valley Metro Mini-Buses, in compliance with Federal Transit Administration (FTA) Circular 4220.1F, in an amount not to exceed the available grant funds 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 Payne moved the adoption of the resolution. The motion was seconded by Vice-President Price and adopted by the following vote: AYES: Directors Jamison, Lawhorn, Michalski-Karney, Payne, Peters, Price and President Bestpitch-7. NAYS: None-0. 199 ADOPTION OF THE TRANSIT PASSENGER ADVISORY COMMITTEE (TPAC) CHARTER: The General Manager submitted a written report recommending adoption of the Transit Passenger Advisory Committee Charter. (See report on file in the Secretary's Office.) Director Jamison offered the following resolution: "A resolution adopting the Transit Passenger Advisory Committee (TPAC) Charter for Greater Roanoke Transit Company." Director Jamison moved the adoption of the resolution. President Bestpitch commented that it was not much time to accept applications with the meeting scheduled for July 15. Following approval of the Charter, the General Manager mentioned applications would be accepted and reviewed by July 1, 2019. Following comments, the General Counsel recommended appointing the Committee members at the September 16 meeting, and suggested the Board postpone the matter for further discussion until its July 15 meeting. Vice-President Price moved to postpone the matter until the July 15 meeting of the Greater Roanoke Transit Company, Board of Directors. The motion was seconded by Director Jamison and adopted by the following vote: AYES: Directors Jamison, Lawhorn, Michalski-Karney, Payne, Peters, Price and President Bestpitch-7. NAYS: None-0. FISCAL YEAR 2019 - 2020 OPERATING BUDGET: The General Manager submitted a written report recommending approval of the Fiscal Year 2018 - 2019 Operating Budget. (See report on file in the Secretary's Office.) Director Payne offered the following resolution: "A resolution approving a Fiscal Year 2020 Budget for Greater Roanoke Transit Company." Director Payne moved the adoption of the resolution. The motion was seconded by Vice-President Price and adopted by the following vote: 110 AYES: Directors Jamison, Lawhorn, Michalski-Karney, Payne, Peters, Price and President Bestpitch-7. NAYS: None-0. The Assistant Vice-President for Operations distributed a copy of the GRTC FY 2019 — 2020 Budget. (See copy of FY 2019 — 2020 Budget on file in the Secretary's Office.) OTHER BUSINESS: The General Counsel called attention to a matter requiring action by the Board to extend the due diligence period of the Agreement with the City of Roanoke to exchange parcels in connection with Campbell Court; whereupon, Director Jamison offered the following resolution: "A resolution approving the execution, delivery, and performance, by the Greater Roanoke Transit Company (CRTC) of Amendment No. 1 (Amendment No. 1) to an Agreement for the Exchange of Real Estate between the City of Roanoke, Virginia (CITY) and GRTC dated January 23, 2019 (Agreement), to extend the inspection period under the Agreement; authorizing the President and General ` Manager of GRTC to execute Amendment No. 1 authorizing the President and/or General Manager to execute such further documents and take such further actions as may be necessary to extend the inspection period under the Agreement." 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, Lawhorn, Michalski-Karney, Payne, Peters, Price and President Bestpitch-7. NAYS: None-0. NEXT MEETING: NEXT BOARD MEETING: President Bestpitch announced the next meeting of the GRTC Board of Directors would be held on Monday, June 17 at 1:45 p.m., in the City Council's Conference Room. 111 There being no further business, President Bestpitch declared the regular meeting adjourned at 1:49 p.m. APPROVED: ATT ST: William D. Bestpitch Cecelia T. Webb President Acting Secretary 112 GREATER ROANOKE TRANSIT COMPANY June 17, 2019 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Monday, June 17, 2019 at 1:45 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 Reeves "R B" Lawhorn, Karen Michalski-Karney, Melinda J. Payne, Vice-President Anita J. Price and President William D. Bestpitch- 5. ABSENT: Directors Mark Jamison and Richard "Pete" Peters-2. Also present were Robert S. Cowell, Jr., Vice-President of Operations, Greater Roanoke Transit Company; Sherman M. Stovall, Assistant Vice-President for Operations, Greater Roanoke Transit Company; Amelia C. Merchant, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon Reynolds, Secretary, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel, Greater Roanoke Transit Company; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, 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 meeting held on Monday, May 20, 2019, 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 2019-2020 FISCAL YEAR: The General Manager submitted a written report recommending adoption of the Board of Directors' Meeting Schedule for Fiscal Year 2019-2020. (For full text, see copy of report on file in the Secretary's Office.) 113 Vice-President Price offered the following resolution approving the GRTC Board of Directors' meeting schedule for 2019-2020 Fiscal Year: "A RESOLUTION ESTABLISHING A SPECIFIC MEETING SCHEDULE FOR THE BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY (GRTC). (For full text, see resolution on file in the Secretary's Office.) Vice-President Price moved the adoption of the resolution. The motion was seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors Lawhorn, Michalski-Karney, Payne, Vice-President Price and President Bestpitch-5. NAYS: None-0. (Directors Jamison and Peters were absent.) President Bestpitch called attention to the 2019-2020 meeting dates: Monday, July 15, 2019 Monday, September 16, 2019 Monday, November 18, 2019 Tuesday, January 21, 2020 Monday, March 16, 2020 Monday, May18, 2020 Monday, June 15, 2020 He noted that the remainder meetings of 2019 at 1:00 p.m. in the EOC Conference Room; and during 2020, the January 21 meeting would be Tuesday, due to the observance of Martin Luther King Jr. holiday, and June 15 regular meeting at 1:45 p.m. in the City Council's Conference Room. OTHER BUSINESS: NONE. NEXT MEETING: President Bestpitch announced the next GRTC Board of Directors meeting would be on Monday, July 15, 2019 at 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. 114 0". There being no further business, the President declared the regular meeting adjourned at 1:49 p.m. APPROVED: ATTEST: I 4X ✓ William D. Bestpitch Stephanie M. Moon Reyno s President Secretary 115 GREATER ROANOKE TRANSIT COMPANY July 15, 2019 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by Vice-President Anita J. Price on Monday, July 15, 2019 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 Robert K. Bengtson, Reeves "RB" Lawhorn, Karen Michalski-Karney, Melinda J. Payne, and Vice-President Price-5. ABSENT: Director Richard "Pete" Peters and President William D. Bestpitch-2. Also present were Robert S. Cowell, Jr., Vice President of Operations, Greater Roanoke Transit Company; Sherman M. Stovall, Assistant Vice-President for Operations, Greater Roanoke Transit Company; Cecelia F. McCoy, Assistant Secretary, Greater Roanoke Transit Company; Stephanie M. Moon Reynolds, Secretary, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel, Greater Roanoke Transit Company; Kevin L. Price, General Manager, Valley Metro; Ronnie S. Parker, Assistant General Manager, Valley Metro; and Stephanie Giles, Director of Finance, Valley Metro. Vice-President Price 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, June 17, 2019, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: ELECTION OF OFFICERS: The Secretary submitted a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as 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.) 116 Director Payne placed the following names in nomination: Council Member ' William Bestpitch as President; Council Member Anita J. Price as Vice-President; City Manager Robert S. Cowell as Vice-President of Operations; Assistant City ' Manager for Operations Sherman M. Stovall as Assistant Vice-President of Operations; City Clerk Stephanie M. Moon Reynolds as Secretary, Deputy City Clerk Cecelia F. McCoy as Assistant Secretary; Director of Finance Amelia C. Merchant as Treasurer; and City Attorney Daniel J. Callaghan as General Counsel and Registered Agent, for one-year terms of office, each, ending June 30, 2020. 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, 2020: FOR COUNCIL MEMBERS BESTPITCH AND PRICE, CITY MANAGER COWELL, ASSISTANT CITY MANAGER FOR OPERATIONS STOVALL, CITY ATTORNEY CALLAGHAN, CITY CLERK MOON REYNOLDS, DEPUTY CITY CLERK MCCOY AND DIRECTOR OF FINANCE MERCHANT: Directors Bengtson, Lawhorn, Michalski-Karney, Payne, and Vice-President Price-5. (Director Peters and President Bestpitch were absent.) At this point, the Secretary entered the meeting. (1:06 p.m.). „ GENERAL MANAGER: ' MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Monday, July 15, 2019, with regard to the following items: Planning and Special Projects o Partnership with Virginia Career Works o GRTC Ridership (See Management Update on file in the Secretary's Office.) Following comments regarding partnership with Virginia Cares Works and Greater Roanoke Transit Company ridership, the Vice-President advised that the Management Update would be received and filed. FINANCIAL REPORTS FOR APRIL 2019 AND MAY 2019: The General Manager submitted the Financial Reports for April 2019 And May 2019. (See Financial Reports on file in the Secretary's Office.) Following brief remarks by the Assistant Vice-President of Operations, the Vice-President advised that the Financial Reports were received and filed. 117 TRANSIT PASSENGER ADVISORY COMMITTEE CHARTER: The General Manager submitted a written report recommending adoption of the Transit Passenger Advisory Committee Charter for Greater Roanoke Transit Company (GRTC). (For full text, see report on file in the Secretary's Office.) Director Payne offered the following resolution: "A Resolution adopting the Transit Passenger Advisory Committee (TPAC) Charter for Greater Roanoke Transit Company (GRTC)." (For full text, see Resolution on file in the Secretary's Office.) Director Payne moved the adoption of the Resolution. The motion was seconded by Director Michalski-Karney. Following remarks by the Board, the Resolution was adopted by the following vote: AYES: Directors Bengtson, Lawhorn, Michalski-Karney, Payne, and Vice- President Price-5. NAYS: None-0. (President Bestpitch and Director Peters were absent.) APPROVAL OF MINOR ROUTE MODIFICATIONS: The General Manager submitted a written report recommending authorization of proposed changes to the Greater Roanoke Transit Company's (GRTC) transit services to modify services for Routes 11/12, 15, 21/22, 25/26, 51/52, 65/66, 71/72, 75/76 and 85/86. (See report on file in the Secretary's Office.) Director Michalski-Karney offered the following resolution: "A Resolution authorizing proposed changes to Greater Roanoke Transit Company's (GRTC) Transit Services to modify services for Route 11/12, 15, 21/22, 25/26, 51/52, 65/66, 71/72, 75/76 and 85/86." (For full text, see Resolution on file in the Secretary's Office.) Director Michalski-Karney moved the adoption of the Resolution. The motion was seconded by Director Payne. 118 Following brief remarks by General Manager and Board Members, the Resolution was adopted by the following vote: AYES: Directors Bengtson, Lawhorn, Michalski-Karney, Payne, and Vice- President Price-5. NAYS: None-0. (President Bestpitch and Director Peters were absent.) OTHER BUSINESS: GENERAL AUDIT PLAN FY 2019: Chris Banta, Partner, Brown Edwards, Certified Public Accountants, gave a brief overview of the General Audit Plan FY 2019 of Greater Roanoke Transit Company. (See copy of General Audit Plan on file in the Secretary's Office.) Following overview, Vice-President Price advised that remarks would be received and filed. M NEXT MEETING: Vice-President Price announced that the next meeting of the GRTC Board of Directors would be held on Monday, September 16, 2019 at 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the Vice-President declared the regular meeting adjourned at 1:29 p.m. APPROVED;'--'--, ATTEST: i � Anita J. Price Stephanie M. Moon 1=n1d Vice-President Secretary 119 GREATER ROANOKE TRANSIT COMPANY September 16, 2019 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Monday, September 16, 2019 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 Robert K. Bengtson, Reeves "RB" Lawhorn, Karen Michalski-Karney, Melinda J. Payne, Richard "Pete" Peters and Vice-President Anita J. Price (arrived late) and President William D. Bestpitch-7. ABSENT: None-0. Also present were Robert S. Cowell, Jr., Vice President of Operations, Greater Roanoke Transit Company; Sherman M. Stovall, Assistant Vice-President for Operations, Greater Roanoke Transit Company; Stephanie M. Moon Reynolds, Secretary, Greater Roanoke Transit Company; Cecelia F. McCoy, Assistant Secretary, Greater Roanoke Transit Company; Amelia C. Merchant, Treasurer, Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel, Greater Roanoke Transit Company; Kevin L. Price, General Manager, Valley Metro; Ronnie S. Parker, Assistant General Manager, Valley Metro; and Stephanie Giles, Director of Finance, Valley Metro. President Bestpitch 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, 2019, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: At this point, the Vice-President Price entered the meeting (1:02 p.m.). 120 GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Monday, September 16, 2019, with regard to the following items: • Planning and Special Projects o VMGO Mobile App o Minor Route Modifications o Try Transit Week o GRTC YTD Ridership (For full text, see Management Update on file in the Secretary's Office.) The General Manager shared information regarding Valley Metro's new Real-time Transit Passenger Information (RTPI) Service "VMGO", a mobile application. He pointed out that the launching would be in two distinct phases: (1) provide real-time transit information for the Smart Way, Smart Way Express, and Star Line Trolley, with a go-live date of September 23, 2019; and (2) provide real-time transit information for all Valley Metro services in the summer 2021. He added VMGO also would provide real-time bus stop departure times via a smartphone, personal computer, and a dedicated landline. Following comments by Vice-President Price regarding the VMGO Mobile App, the President advised that the Management Update would be received and v . filed. FISCAL YEAR 2018 — 2019 FINANCIAL REPORT (UNAUDITED): The General Manager submitted the Financial Reports for April 2019 And May 2019. (For full text, see Fiscal Year 2018 — 2019 Financial Report (Unaudited) on file in the Secretary's Office.) Following comments by the General Manager and Assistant Vice-President of Operations, the President advised that the Unaudited Financial Reports would be received and filed. AUTHORIZE FIRST REINSTATED AGREEMENT FOR THE EXCHANGE OF REAL ESTATE BETWEEN THE CITY OF ROANOKE, VIRGINIA AND GREATER ROANOKE TRANSIT COMPANY: The General Manager submitted a written report recommending approval of the execution of First Reinstated Agreement for the Exchange of Real Estate between the City of Roanoke, Virginia and Greater Roanoke Transit Company. (For full text, see report on file in the Secretary's Office.) 121 Vice-President Price offered the following resolution: "A resolution approving the execution, delivery and performance, by the Greater Roanoke Transit Company (GRTC) of a First Reinstated Agreement for the exchange of real estate between the City of Roanoke, Virginia (City) and GRTC under which agreement GRTC will sell and transfer certain real property to the City and acquire certain real property from the City; authorizing the President and General Manager of GRTC to execute the First Reinstated Agreement for the exchange of real estate between the City and GRTC; authorizing the President and/or General Manager to execute such further documents and take such further actions as may be necessary to accomplish the sale of real property and the acquisition of real property; and recommending the City, as the GRTC Stockholder, the approval of the disposition of real property of GRTC in accordance with applicable law." (For full text, see resolution on file in the Secretary's Office.) Vice-President Price moved the adoption of the resolution. The motion was seconded by Director Payne and adopted by the following vote: AYES: Directors Bengtson, Lawhorn, Michalski-Karney, Payne, Peters, Price and President Bestpitch-7. NAYS: None-0. The General Counsel called attention to a special meeting of the Stockholder of the Greater Roanoke Transit Company, represented by the Roanoke City Council, would be held at 6:30 p.m., in the Council Chamber to take similar action regarding the abovementioned matter. AUTHORIZATION TO DONATE A RETIRED HEAVY-DUTY TRANSIT BUS TO THE ROANOKE CITY FIRE/EMS DEPARTMENT: The General Manager submitted a written report requesting authorization to donate transit bus — Roanoke City Fire Department. (For full text, see report on file in the Secretary's Office.) Director Michalski-Karney offered the following resolution: "A resolution authorizing Greater Roanoke Transit Company's General Manager to donate a retired heavy duty transit bus, in compliance with Federal Transit Administration (FTA) Circular 5010.1e; 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 donation." (For full text, see resolution on file in the Secretary's Office.) 122 Director Michalski-Karney moved the adoption of the resolution. The motion was seconded by Vice-President Price and adopted by the following vote: AYES: Directors Bengtson, Lawhorn, Michalski-Karney, Payne, Peters, Price and President Bestpitch-7. NAYS: None-0. CLOSED MEETING: The General Manager submitted a written communication requesting that the Board convene in a Closed Meeting to discuss the appointment of members to the Transit Passenger Advisory Committee, pursuant to Section 2.2-3711(A)(1), Code of Virginia (1950), as amended. (See communication on file in the Secretary's Office.) Vice-President Price moved that the Board concur in the General Manager's request as abovementioned. The motion was seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors Bengtson, Lawhorn, Michalski-Karney, Payne, Peters, Price and President Bestpitch-7. NAYS: None-0. At 1:32 p.m., the Board meeting was declared in recess to convene in Closed Meeting. At 1:46 p.m., the Board meeting reconvened with President Bestpitch presiding and all Members of the Board in attendance. CERTIFICATION OF CLOSED MEETING: Vice-President Price moved, with respect to the Closed Meeting just concluded, that each member of the Board of Directors certify to the best of his or her knowledge that: (1) only public business matters lawfully exempted from open meeting requirements under the Virginia Freeman of Information Act; and (2) only such public business matters as were identified in any motion by which any Closed Meeting was convened were heard, discussed or considered by the Members of the Board of Directors in attendance. The motion was seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors Bengtson, Lawhorn, Michalski-Karney, Payne, Peters, Price and President Bestpitch-7. NAYS: None-0. 123 Vice-President Price placed in nomination the following individuals to serve as members of the Transit Passenger Advisory Committee: City of Roanoke Monique Bishop Sean McGinnis Hope Trachtenberg-Fifer Laura Hartman Business Community Christopher Andrews RVARC Rachel Ruhlen City of Salem To be determined Town of Vinton To be determined STAR/Disabled Stephen Grammer There being no further nominations, the abovementioned nominees were appointed by the following vote: FOR MS. BISHOP, MS. FIFER, MS. HARTMAN, MS. RUHLEN, AND MESSRS. MCGINNIS, ANDREWS AND GRAMMER: Directors Bengtson, Lawhorn, Michalski-Karney, Payne, Peters, Price and President Bestpitch-7. OTHER BUSINESS: ACTS OF ACKNOWLEDGEMENT: OFFICE SPACE: The General Counsel thanked Valley Metro for providing accommodations at Campbell Court during renovations of the City Attorney and Finance Offices. CONDOLESCENCES: President Bestpitch stated that former Director Curtis Mills, his wife, and son were involved in a tragic automobile accident, whereby their only son passed away. He asked that the Board keep the Mills family in prayer. NEXT MEETING: President Bestpitch announced that the next meeting of the GRTC Board of Directors would be on Monday, November 18, 2019 at 124 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:51 p.m. APPROVED: ATTEST: William D. Bestpitc Stephanie M. on Rey olds President Secretary 125 GREATER ROANOKE TRANSIT COMPANY November 18, 2019 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President William D. Bestpitch on Monday, November 18, 2019 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 Robert K. Bengtson, Reeves "RB" Lawhorn, Karen Michalski-Karney, Richard "Pete" Peters and Vice-President Anita J. Price and President William D. Bestpitch-6. ABSENT: Director Melinda J. Payne-1. Also present were Robert S. Cowell, Jr., Vice President of Operations, Greater Roanoke Transit Company; Sherman M. Stovall, Assistant Vice-President for Operations, Greater Roanoke Transit Company; Stephanie M. Moon Reynolds, Secretary, Greater Roanoke Transit Company; Cecelia F. McCoy, Assistant Secretary, Greater Roanoke Transit Company; Greater Roanoke Transit Company; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel, Greater Roanoke Transit Company; Kevin L. Price, General Manager, Valley Metro; Ronnie S. Parker, Assistant General Manager, Valley Metro; and Stephanie Giles, Director of Finance, Valley Metro. President Bestpitch declared the existence of a quorum. President Bestpitch recognized and introduced Dorian Allen as the new Director of Transit Planning and Special Projects for Valley Metro. MINUTES: Without objection by the Board, the President advised that the reading of the minutes of the regular meeting held on Monday, September 16, 2019, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) 126 REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Monday, November 18, 2019, with regard to the following items: • Planning and Special Projects o Melrose-Orange Target Area (MOTA) Art Bus Shelter Project o Transit Passenger Advisory Committee (TPAC) Update o Financial Management Oversight Review — Federal Transit Administration o Minor Route Modifications — Phase I Update o Stakeholder Meeting — Transit Transfer Center Project o GRTC Year to Date Ridership Update (For full text, see Management Update on file in the Secretary's Office.) In connection with the Melrose-Orange Target Area (MOTA) project providing four neighborhood specific artistic transit bus shelters and artistic panels making artistic reflections of the neighborhood, including painting of tiles on the concrete. President Bestpitch inquired about the status of the remaining bus shelters. Whereupon, the General Manager the City of Salem and the Town of Vinton have shown an interest. Director Michalski-Karney asked for an update on the Valley View shelter project; whereupon, the General Manager replied discussions are still ongoing. Concerning the Financial Management Oversight Review — Federal Transit Administration (FTA), the General Manager advised the FTA has initiated a Financial Management Oversight consulting engagement to commence on December 2 - 13, 2019 to review selected areas related to the technical and financial capacity of the Greater Roanoke Transit Company. President Bestpitch requested an update before the next meeting on January 21, 2020. With regard to Minor Route Modifications —Phase I Update, Mr. Price said essentially counters are hired to count numbers of riders on bus routes. Since this program has begun, the ridership on the third shift to has increased to The Roanoke Centre for Industry and Technology (RCIT) and the route modifications enabling individuals to transportation to their jobs, and has had a positive impact ` for riders on the third shift. 127 Regarding the Stakeholder Meeting — Transit Transfer Center Project held at the West Station Theater Room on October 30, Mr. Price advised that Valley Metro representatives and City staff met with the Salem Avenue Neighborhood Business Association to discuss the Transit Center Project. Mr. Stovall stated the meeting was challenging and staff was met with opposition regarding the Transit Transfer Center Project. He believed the City will design a facility that will be compatible for the residents in the Salem Avenue and West Station area. President Bestpitch said there has been ample evidence that the new bus station has not impeded development in the downtown area and has had no negative impact in development in the area of the Campbell Court Bus Station. With regard to the update on GRTC Year-to-Date Ridership, the General Manager reported that ridership and fixed routes have stabilized, and an increase in the Trolley ridership in the Crystal Spring area; whereupon; President Bestpitch inquired whether there has been discussion about the Trolley; the General Manager responded he had not received any inquiries There being no additional remarks from the Board, President Bestpitch advised that the Management Update would be received and filed. AUTHORIZATION TO PURCHASE TWO MEDIUM DUTY BODY ON CHASSIS BUSES: The General Manager submitted a written report requesting authorization the purchase of two Expansion Medium Duty Body on Chassis buses for the Smart Way Commuter & Express service. (For full text, see report on file in the Secretary's Office.) Vice-President Price 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 two (2) medium duty body on chassis buses for the Smart Way Commuter And Express Service, in accordance with Sections 2a and 2e of GRTC November 15, 2010 Board Resolution and FTA/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." (For full text, see resolution on file in the Secretary's Office.) 128 Vice-President Price moved the adoption of the resolution. The motion was seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors Bengtson, Lawhorn, Michalski-Karney, Peters, Price and President Bestpitch-6. NAYS: None-0. (Director Payne was absent.) FISCAL YEAR 2019 EXTERNAL AUDIT FINANCIAL REPORT: Chris Banta, Auditor, Brown Edwards & Company, Certified Public Accountants, presented the Fiscal Year 2019 External Audit Financial Report, noting as of June 30, 2019, in accordance with accounting principles and GRTC received a clean audit opinion. Mr. Banta called attention to a deficiency in internal control, noting cert timely manner. ain material weaknesses; and he reported the Operation Grant was not filed in a The General Manager stated this year had been a challenge due to employee turnover, and indicated the hiring of additional staff to protect the accounting department financial security. OTHER BUSINESS: 00" ACTS OF ACKNOWLEDGEMENT: HOLIDAY WISHES: The President thanked the Board for their commitment and dedication; and wished all a happy Thanksgiving and Christmas holiday. RETIREMENT OF BOARD SECRETARY: Director Michalski-Karney thanked Stephanie Moon Reynolds for her work as Secretary to the GRTC Board of Directors and congratulated her on her impending retirement on January 1, 2020. NEXT MEETING: President Bestpitch announced that the next meeting of the GRTC Board of Directors would be on Tuesday, January 21, 2020, at 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:30 p.m. APPROV ATTEST: •FiC,I.�GQr C Anita J. P ice Cecelia F. McCoy " 41Vice-P ident Assistant Secretary 129 GREATER ROANOKE TRANSIT COMPANY January 21, 2020 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by Vice-President Anita J. Price on Tuesday, January 21 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 Robert K. Bengston, Reeves "R.B." Lawhorn, Karen Michalski-Karney, Melinda J. Payne, Richard "Pete" Peters, and Vice-President Anita J. Price-6. ABSENT: None. Also present were Robert S. Cowell, Jr., Vice President of Operations; Sherman M. Stovall, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy; Assistant Secretary; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant 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 Monday, November 18, 2019, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: RESIGNATION OF MEMBER OF THE BOARD OF DIRECTORS: The Assistant Secretary submitted a written communication advising of the resignation of William D. Bestpitch as President of the Greater Roanoke Transit Company, Board of Directors, effective November 26, 2019. (See communication on file in the Secretary's Office.) Without objection by the Board, the resignation was accepted and the communication received and filed. 130 ELECTION OF VACANCY ON BOARD OF DIRECTORS: The Assistant Secretary submitted a written report advising that Article III, Directors, of the By-Laws of the Greater Roanoke Transit Company, states any vacancy occuring upon the Board of Directors may be filled for any unexpired term created by the vacancy by election by majority of the remaining directors, even though the ones remaining do not constitute a quorum of the full board, unless such vacancy (ies) be sooner filled by the stockholders in meeting. Director Bengston placed the following name in nomination: Council Member Michelle L. Davis as Director to fill an unexpired term of office ending June 30, 2020, with concurrence of the Board. Without objection by the Board, the appointment of Michelle L. Davis as a member of the Greater Roanoke Transit Company, Board of Directors, for an unexpired term of office ending June 30, 2020, was concurred in by the Board. ELECTION OF OFFICERS: The Assistant Secretary submitted a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company, states vacancies among the officers shall be filled by the directors for the unexpired term of any such vacancy. (For full text, see copy of report on file in the Secretary's Office.) Director Bengston placed the following name in nomination: Council Member Michelle L. Davis as Vice-President for an unexpired term of office of Vice-President Anita J. Price ending June 30, 2020. There being no further nominations, Council Member Michelle L. Davis was appointed to serve as Vice-President of the Greater Roanoke Transit Company for an unexpired term of office of Vice-President Anita J. Price, ending June 30, 2020. FOR COUNCIL MEMBER DAVIS: Directors Bengtson, Lawhorn, Michalski-Karney, Payne, Peters, and Vice-President Price-6. Director Bengston placed the following name in nomination: Vice- President Anita J. Price as President for an unexpired term of office of President William D. Bestpitch, ending June 30, 2020. There being no further nominations, Vice-President Anita J. Price was appointed as President of the Greater Roanoke Transit Company for an unexpired term of office of President William D. Bestpitch, ending June 30, 2020. FOR VICE-PRESIDENT PRICE: Directors Bengtson, Lawhorn, Michalski-Karney, Payne, Peters, and Vice-President Price-6. ; 131 GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Tuesday, January 21, 2020, with regard to the following items: • Planning and Special Projects o Transit Passenger Advisory Committee (TPAC) Update o Transit Development Update — Phase II o New Star Line Trolleys o GRTC Ridership Update (See Management Update on file in the Secretary's Office.) There being no comments by Board Members regarding Planning and Special Projects, the President advised that the Management Update would be received and filed. FIRST QUARTER FINANCIAL REPORT: The General Manager submitted a written report transmitting financial performance information for the first quarter (July — September) of Fiscal Year 2020, noting for the first quarter of FY2020, Greater Roanoke Transit Company experienced net income of $235,850.00, a decrease of$50,011.00, compared to the same period in FY2019. (See Financial Report on file in the Secretary's Office.) Assistant Vice-President for Operations, Sherman Stovall reported the total revenue increased 2.1% over the same period last year and is 2.8% above the established budget. He also advised the total expenses increased 4.3% compared to FY2019, but are within 1% of the established budget. There being no comments regarding the First Quarter Financial Report, the President advised that the Financial Report would be received and filed. FEDERAL TRANSIT ADMINISTRATION OPERATING AND CAPITAL FINANCIAL ASSISTANCE, AND COMMONWEALTH OF VIRGINIA OPERATING AND CAPITAL FINANCIAL ASSISTANCE: 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 2020-2021. (For full text, see report on file in the Secretary's Office.) 132 Director Payne 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 2020-2021 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.) Director Payne moved the adoption of the Resolution. The motion was seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors Bengtson, Davis, Lawhorn, Michalski-Karney, Payne, Peters, and President Price-7. NAYS: None-0. AUTHORIZATION TO DONATE HEAVY DUTY TRANSIT BUS: The General Manager submitted a written report recommending authorization for the Greater Roanoke Transit Company to donate a heavy duty transit bus, in compliance with Federal Transit Administration (FTA) Circular 5010.1E; and 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 donation. (For full text, see report on file in the Secretary's Office.) Director Davis offered the following resolution: "A resolution authorizing Greater Roanoke Transit Company to donate a heavy duty transit bus, in compliance with Federal Transit Administration (FTA) Circular 5010.1E; and 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 donation." (For full text, see Resolution on file in the Secretary's Office.) Director Davis moved the adoption of the Resolution. The motion was seconded by Director Bengtson and adopted by the following vote: AYES: Directors Bengtson, Davis, Lawhorn, Michalski-Karney, Payne, Peters, and President Price-7. NAYS: None-0. 133 General Manager Price advised the Greater Roanoke Transit Company may consider donating an additional trolley to the Commonwealth Coach and Trolley Museum due to a devastating structural fire in 2017 at its vehicle storage facility resulting in the total loss of twelve historically significant transit buses. OTHER BUSINESS: Sherman Stovall, Assistant Vice-President of Operations, advised that prior to the next Board meeting on March 16, 2020, GRTC will move forward to award a contract for design and engineering services for the new transit facility; and noted that the General Counsel would follow up to acquire the approval of the Board with a called Consent Meeting to approve the contract. NEXT MEETING: President Price announced that the next GRTC Board would be on Monday, March 16, 2020, at 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:22 p.m. A PRO ATTEST: � � A Anita J. Price Cecelia F. McCoy President Assistant Secretary 134 GREATER ROANOKE TRANSIT COMPANY March 16, 2020 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by Director Melinda J. Payne on Monday, March 16 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 Robert K. Bengston, Reeves "R.B." Lawhorn, Richard "Pete" Peters, and Melinda J. Payne-4. ABSENT: Director Karen Michalski-Karney, Vice-President Michelle L. Davis and President Anita J. Price -3. Also present were Robert S. Cowell, Jr., Vice President of Operations; Sherman M. Stovall, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy; Assistant Secretary; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. The Director Payne declared the existence of a quorum. MINUTES: Without objection by the Board, Director Payne advised that the reading of the minutes of the regular meeting held on Tuesday, January 21, 2020, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) PRESIDENT: ANNUAL MEETING OF THE GRTC STOCKHOLDERS: Without objection by the Board, Director Payne advised the Annual Meeting of the GRTC Stockholders be held on Monday, June 15, 2020, at 1:30 p.m., in the City Council Chamber. (See communication on file in the Secretary's Office.) 135 REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Monday, March 16, 2020, with regard to the following items: a. Transit Passenger Advisory Committee (TPAC) Update b. Valley Metro Public Transportation Agency Safety Plan c. Valley Metro Bus Shelter Program — Update d. Transit Bus Wash System Replacement e. Valley Metro Ridership Update (See Management Update on file in the Secretary's Office.) Following brief discussion by Board Members regarding Planning and Special Projects, Director Payne advised that the Management Update would be received and filed. NOVEMBER 2019 FINANCIAL REPORT: The General Manager submitted a written report transmitting financial performance information for the November 2019 of Fiscal Year (FY) 2020, noting that on a year-to-date basis, Greater Roanoke Transit Company experienced net income of $486,679.00, an increase of $64,001.00, compared to the same period in FY2019. (See Financial Report on file in the Secretary's Office.) Assistant Vice-President for Operations, Sherman Stovall reported the total revenue increased 3.4% over the same period last year and is 3.2% above the established budget. He also advised the total expenses increased 2.3% compared to FY2019, but are within 1.2% below of the established budget. There being no comments regarding the November 2019 Financial Report, the Director Payne advised that the Financial Report would be received and filed. APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager requested the appointment of two members of the Board of the Greater Roanoke Transit Company and two officers of the Greater Roanoke Transit Company to serve as the Fiscal Year 2020 — 2021 Budget Review Committee to review the proposed budget. Director Bengtson placed in nomination the names by title of Amelia Merchant, Treasurer and Sherman M. Stovall, Assistant Vice-President of Operations as the two officers; and President Anita J. Price and Director Reeves "R. B." Lawhorn as the two Board Members 136 There being no further nominations, Ms. Merchant, Ms. Price and Messrs. Stovall and Lawhorn were appointed to serve as members of the Fiscal Year 2020 — 2021 Budget Review Committee, by the following vote: AYES: Directors Bengston, Lawhorn, Peters and Payne-4. NAYS: None-0. (President Price, Vice-President Davis and Director Michalski-Karney were absent.) AUTHORIZATION TO DONATE HEAVY DUTY TRANSIT BUS: The General Manager submitted a written report recommending authorization for the Greater Roanoke Transit Company to donate two heavy duty transit bus, in compliance with Federal Transit Administration (FTA) Circular 5010.1E; and 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 donation. (For full text, see report on file in the Secretary's Office.) Director Bengtson offered the following resolution: "A resolution authorizing Greater Roanoke Transit Company to donate two heavy duty transit bus, in compliance with Federal Transit Administration (FTA) Circular 5010.1E; 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 donation." (For full text, see Resolution on file in the Secretary's Office.) Director Bengtson moved the adoption of the Resolution. The motion was seconded by Director Lawhorn and adopted by the following vote: AYES: Directors Bengston, Lawhorn, Peters and Payne-4. NAYS: None-0. (President Price, Vice-President Davis and Director Michalski-Karney were absent.) MINUTES OF THE TRANSIT PASSENGER ADVISORY COMMITTEE (TPAC): Minutes of the Transit Passenger Advisory Committee (TPAC) held on Thursday, February 13, 2020. Q (See Minutes on file in the Secretary's Office.) Without objection by the Board, Director Payne advised that the minutes would be received and filed. 137 OTHER BUSINESS: AUTHORIZATION TO DONATE HEAVY DUTY TRANSIT BUS: The General Manager submitted a written report recommending establishing a written policy for participation in Board of Directors of the Greater Roanoke Transit Company meetings through electronic communication. (For full text, see report on file in the Secretary's Office.) Director Bengtson offered the following resolution: "A resolution establishing a written policy for participation in Board of Directors of the Greater Roanoke Transit Company meetings through electronic communication." (For full text, see Resolution on file in the Secretary's Office.) Director Bengtson moved the adoption of the Resolution. The motion was seconded by Director Peters and adopted by the following vote: AYES: Directors Bengston, Lawhorn, Peters and Payne-4. NAYS: None-0. (President Price, Vice-President Davis and Director Michalski-Karney were absent.) NEXT MEETING: Director Payne announced that the next GRTC Board would be on Monday, May 18, 2020, at 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, Director Payne declared the regular meeting adjourned at 1:28 p.m. APPROVED: ATTEST: (Signature not available) eae4�J. 7,&C Melinda J. Payne Cecelia F. McCoy 0 Director Assistant Secretary 138 GREATER ROANOKE TRANSIT COMPANY June 15, 2020 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Anita J. Price on Monday, June 15 at 11:30 a.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, with participation by Stockholders by electronic communication as permitted and authorized by Virginia Code Section 2.2-3708.0(A)(3), as amended, Ordinance No. 41703-032720 pursuant to written notification by the Secretary of the Corporation. (Meeting began at 12:10 P.M. due to technical difficulties through electronic Zoom conferencing.) PRESENT: Directors Robert K. Bengtson, Vice-President Michelle L. Davis, Reeves "R.B." Lawhorn, Melinda J. Payne (arrived late), Richard "Pete" Peters, Karen Michalski-Karney, and President Anita J. Price-7. ABSENT: None-0. Also present were Robert S. Cowell, Jr., Vice President of Operations; Sherman M. Stovall, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy; Secretary; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. The President Price declared the existence of a quorum. MINUTES: Without objection by the Board, President Price advised that the reading of the minutes of the regular meeting held on Monday, March 16, 2020, 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 Update dated Monday, June 15, 2020, with regard to the following items: a. COVID-19 Update b. CARES Act Funding c. Transit Transfer Center Public Meeting d. GRTC Ridership Update (See Management Update on file in the Secretary's Office.) 139 President Price advised that the Management Update would be received and filed. TRANSIT MANAGEMENT CONTRACT AWARD: The General Manager submitted a written report transmitting for a Transit Management Contract Award. (For full text, see copy of report on file in the Secretary's Office.) Director Michalski-Karney offered the following resolution approving the Transit Management Contract Award: "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 OR ASSISTANT VICE PRESIDENT OF OPERATIONS OF GRTC TO EXECUTE SUCH CONTRACT; AND AUTHORIZING THE VICE PRESIDENT OF OPERATIONS OR ASSISTANT 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 Michalski-Karney moved the adoption of the resolution. The motion was seconded by Vice-President Davis and adopted by the following vote: AYES: Directors Bengtson, Lawhorn, Michalski-Karney, Peters, Vice- President Davis and President Price-6. NAYS: NONE-0. (Director Payne was not present when vote was recorded). BOARD OF DIRECTORS MEETING SCHEDULE FOR THE 2021 FISCAL YEAR: The General Manager submitted a written report recommending adoption of the Board of Directors' Meeting Schedule for Fiscal Year 2021. (For full text, see copy of report on file in the Secretary's Office.) Director Michalski-Karney offered the following resolution approving the GRTC Board of Directors' meeting schedule for the 2021 Fiscal Year: "A RESOLUTION ESTABLISHING A SPECIFIC MEETING SCHEDULE FOR THE BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY (GRTC)." (For full text, see resolution on file in the Secretary's Office.) 140 Director Michalski-Karney moved the adoption of the resolution. The motion was seconded by Vice-President Davis and adopted by the following vote: AYES: Directors Bengtson, Lawhorn, Michalski-Karney, Peters, Vice- President Davis and President Price-6. NAYS: NONE-0. (Director Payne was not present when vote was recorded). President Price called attention to the 2020-2021 meeting dates: Monday, July 20, 2020 Monday, September 21, 2020 Monday, November 16, 2020 Tuesday, January 19, 2021 Monday, March 15, 2021 Monday, May 17, 2021 Monday, June 21, 2021 She noted that the remainder meetings of 2020 at 1:00 p.m. in the EOC Conference Room; and during 2021, the January 19 meeting would be Tuesday, due to the observance of Martin Luther King Jr. holiday, and June 21 regular meeting at 1:45 p.m. in the City Council's Conference Room. FISCAL YEAR 2020 - 2021 OPERATING BUDGET: The General Manager submitted a written report recommending approval of the Fiscal Year 2020 — 2021 Operating Budget. (See report on file in the Secretary's Office.) Director Bengtson offered the following resolution: "A RESOLUTION APPROVING A FISCAL YEAR 2021 BUDGET FOR GREATER ROANOKE TRANSIT COMPANY." Director Bengtson moved the adoption of the resolution. The motion was seconded by Vice-President Davis and adopted by the following vote: AYES: Directors Bengtson, Lawhorn, Michalski-Karney, Peters, Vice- President Davis and President Price-6. NAYS: NONE-0. (Director Payne was not present when vote was recorded). 3 141 EXCHANGE OF REAL ESTATE: The General Manager submitted a written report authorizing Amendment No. 1 to First Reinstated Agreement for the Exchange of Real Estate between the City of Roanoke, Virginia and Greater Roanoke Transit Company dated September 17, 2019. (For full text, see copy of report on file in the Secretary's Office.) (Director Payne entered the meeting by conference call at 12:35 p.m.) Director Bengtson offered the following resolution authorizing Amendment No. 1 to First Reinstated Agreement for the Exchange of Real Estate between the City of Roanoke, Virginia and Greater Roanoke Transit Company dated September 17, 2019: "A RESOLUTION APPROVGREATERNG THE EXECUTION, ROANOKE TRANSITCOMPANY (GRTC)PND ERFORMANCE, BY THE OF AN AMENDMENT NO. 1 TO THE FIRST REINSTATED AGREEMENT FOR THE EXCHANGE OF REAL ESTATE BETWEEN THE CITY OF ROANOKE, VIRGINIA AND GRTC DATED SEPTEMBER 17, 2019 ("AGREEMENT") TO PROVIDE FOR (i) THE SALE AND TRANSFER OF THE GRTC RELOCATION PARCELS, AS DESCRIBED BELOW, TO GREATER ROANOKE TRANSIT COMPANY ("GRTC") FROM THE CITY OF ROANOKE, VIRGINIA ("CITY"), AND (ii) THE ACQUISITION OF CAMPBELL COURT, AS DESCRIBED BELOW, BY THE CITY FROM GRTC; AUTHORIZING THE PRESIDENT AND GENERAL MANAGER OF GRTC TO EXECUTE THE AMENDMENT NO. 1 TO THE FIRST REINSTATED AGREEMENT FOR THE EXCHANGE OF REAL ESTATE BETWEEN THE CITY AND GRTC; AND AUTHORIZING THE PRESIDENT AND/OR GENERAL MANAGER TO EXECUTE SUCH FURTHER DOCUMENTS OMPLISHAND THE SALE SUCH OFREAL PROPERTY ACTIONS A S MAY BE NECESSARY TO ACC ERTYAND THE ACQUISITION OF REAL PROPERTY." (For full text, see resolution on file in the Secretary's Office.) Director Bengtson moved the adoption of the resolution. The motion was seconded by Vice-President Davis and adopted by the following vote: AYES: Directors Bengtson, Lawhorn, Michalski-Karney, Payne, Peters, Vice-President Davis and President Price-7. NAYS: None-0. 142 FISCAL YEAR 2020 EXTERNAL AUDIT FINANCIAL REPORT: Chris Banta, Partner, Brown Edwards & Company, Certified Public Accountants presented the Fiscal Year 2020 External Audit Financial Report and highlighted the following: • Audit Plan • Transit Experience • Audit Objective • Audit Approach • Significant Audit Areas • Single Audit Testing • Tentative Schedule • Questions Mr. Banta advised that due to the internal control weaknesses and significant findings in 2019, GRTC no longer qualifies as "low risk" auditee. Brown Edwards & Company now plan to test 40% of GRTC total federal awards for the next two years. He shared that based on prior year expenditure trends, the Company has performed a preliminary major program determination and a risk assessment will be elevated, which may result in larger sample audit testing; however, the final impact of testing is to be determined. In conclusion, Mr. Banta advised an issuance of opinion on financial statements and final communication with regard to governance and formal presentation of audit results with the Audit Committee and GRTC Board will be performed by October 31, 2020. OTHER BUSINESS: President Price thanked Board Members Bob Bengtson and Pete Peters for their service to the Board as both resigned as of June 30, 2020 and requested that the General Manager, Kevin Price, prepare an overview of the history of the Walmart Bus Shelter for assessment by the Board of Directors. NEXT MEETING: President Price announced that the next GRTC Board would be on Monday, July 20, 2020, at 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 12:50 p.m. PPROV ATTEST: u (fZ ..- . ` 2e- Anita J. Pr ce Cecelia F. McCoy President Secretary 143 GREATER ROANOKE TRANSIT COMPANY July 20, 2020 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Anita J. Price on Monday, July 20 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 Dwayne D'Ardenne, Vice-President Michelle L. Davis, Reeves "R.B." Lawhorn (via telephone conference), Melinda J. Payne, Karen Michalski-Karney, and President Anita J. Price-6. ABSENT: Director Anne Cantrell-1. Also present were Robert S. Cowell, Jr., Vice President of Operations; Sherman M. Stovall, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy; Secretary; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. (Director R.B. Lawhorn was waiting by phone for approval to participate in the meeting via telephone conference.) President Price announced she received a request from Director Lawhorn to allow participation via telephone conference in the 1:00 p.m. meeting of the Greater Roanoke Transit Company Board of Directors. President Price read request from Director Lawhorn and asked for a motion to allow participation via telephone conference. Director Michalski-Karney moved that the Board concur in the request of Director Lawhorn as abovementioned. The motion seconded by Director Michelle Davis and adopted by the following vote: AYES: Directors D'Ardenne, Vice-President Davis, Directors Payne, Michalski-Karney, and President Price-5. NAYS: None-0. (Director Lawhorn did not vote.) 144 President Price declared the existence of a quorum. _ MINUTES: Without objection by the Board, President Price advised that the reading of the minutes of the regular meeting held on Monday, June 15, 2020, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: RESIGNATION OF MEMBER OF THE BOARD OF DIRECTORS: The Secretary submitted a written communication advising of the resignation of Reeves B. Lawhorn as Director of the Greater Roanoke Transit Company, Board of Directors, effective July 31, 2020. (See communication on file in the Secretary's Office.) Without objection by the Board, the resignation was accepted and the communication received and filed. ELECTION OF VACANCY ON BOARD OF DIRECTORS: The SecretaryM.� submitted a written report advising that Article III, Directors, of the By-Laws of the Greater Roanoke Transit Company, states any vacancy occuring upon the Board of Directors may be filled for any unexpired term created by the vacancy by election by majority of the remaining directors, even though the ones remaining do not constitute a quorum of the full board, unless such vacancy (ies) be sooner filled by the stockholders in meeting. Director D'Ardenne placed the following name in nomination: Kathleen "Katie" Davis as Director to fill an unexpired term of office of Reeves "R.B." Lawhorn ending June 30, 2021, with concurrence of the Board. There being no further nominations, Kathleen "Katie" Davis was appointed as a member of the Greater Roanoke Transit Company, Board of Directors, for an unexpired term of office of Reeves "R.B." Lawhorn, ending June 30, 2021 FOR MS. KATHLEEN DAVIS: Directors D'Ardenne, Davis, Lawhorn, Michalski-Karney, Payne, and President Price-6. (Director Cantrell was absent.) _ 145 ELECTION OF OFFICERS: The Secretary submitted a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as 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.) Director Payne placed the following names in nomination: Council Member Anita J. Price as President, Council Member Michelle L. Davis as Vice-President Robert S. Cowell, Jr., City Manager as Vice-President of Operations, Sherman M. Stovall, Assistant City Manager for Operations as Assistant Vice-President of Operations, Cecelia F. McCoy, City Clerk as Secretary, Cecelia T. Webb, Deputy City Clerk as Assistant Secretary, Amelia Merchant, Director of Finance as Treasurer, Daniel J. Callaghan, City Attorney as General Counsel and Registered Agent, for one-year terms of office, each, ending June 30, 2021. 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, 2021: FOR COUNCIL MEMBERS PRICE AND DAVIS, CITY MANAGER COWELL, ASSISTANT CITY MANAGER FOR OPERATIONS STOVALL, CITY CLERK MCCOY, DEPUTY CITY CLERK WEBB, DIRECTOR OF FINANCE MERCHANT AND CITY ATTORNEY CALLAGHAN: Directors D'Ardenne, Davis, Lawhorn, Michalski- Karney, Payne, and President Price-6. (Director Cantrell was absent.) GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Monday, July 20, 2020, with regard to the following items: • Bus Operator Protective Shields • Transit Bus Shelter Program — Update • Smartway Express • VMGO Phase 2 • GRTC Ridership Update (See Management Update on file in the Secretary's Office.) There being no comments by Board Members regarding the Management Update, the President advised that the Management Update would be received and filed. 146 WALMART/VALLEY VIEW MALL BUS SHELTER PRESENTATION: The General Manager presented an overview of the Walmart/Valley View Mall Bus « . Shelter presentation. (See presentation on file in the Secretary's Office.) General Manager Price gave a brief overview with regard to timeline, project design, and challenges experienced by the project team. He reported Valley Metro has developed an additional bus stop shelter design for consideration and advised that a meeting with Valley View Mall management has been scheduled for August 20, 2020 to do a walk-through with all parties involved. Director Michalski-Karney inquired about the length of the crosswalk; wherein, Mr. Price did not know the length, but was concerned about the pedestrian crossing from the Sears parking lot to the Walmart property. Vice-President Davis inquired whether it was always been designed for one stop and stated that the distance of the walkway may present a problem for pedestrians. Mr. Stovall replied there is currently a shelter at Sears, and another stop near Grand Piano (there is no shelter at that location), and the Walmart stop would be the third stop along Ring Road. He stated the Mall Manager was very supportive; however, was concerned about the length of the walkway and he pedestrian stop. Following additional inquiries and comments by Directors D'Ardenne, Payne and Vice-President Davis with regard to the Valley View/Walmart Shelter Project, the President advised that the Walmart/Valley View Bus Shelter Project Review Presentation would be received and filed. FINANCIAL OVERSIGHT REVIEW — UPDATE: General Manager Kevin Price gave the Board an update on the Federal Transit Administration — Financial Oversight Review focusing on the issue of irregularities associated with the drawn down of allocated funds from the Federal Transit Administration (FTA). (See Financial Management Oversight Review - Update on file in the Secretary's Office.) The General Manager advised that capital funds were drawn down and used to pay operating expenses without approval of management. This action triggered a FTA Financial Management Oversight Review, which was conducted in December 2019; and due to the COVID-19 Pandemic, the report was delayed and was received in early July 2020. , 147 4 Mr. Price advised that GRTC did not immediately notify the FTA of financial and technical capacity impairment, and instead of seeking guidance, used capital funds to pay operating costs. He reported a number of inadequate controls over payments to vendors and deficiency in physical controls over maintenance supplies. He informed the Board of possible penalties for the abovementioned mishaps. Mr. Price described a number of underlying causes for insufficient operations and reported remedial actions have been put in place, which includes additions to staff and adjustments to correct internal controls. Mr. Price expressed full accountability, as manager, for the leadership and operation of Valley Metro and its employees. He vowed to provide additional attention to the operation of the company. Following comments by Assistant Vice-President of Operations, Sherman Stovall, and several Board Directors to the General Manager, the President advised that the update would be received and filed. AUTHORIZATION FOR PARTICPATION IN THE VIRGINIA STATEWIDE PUBLIC TRANSPORTATION AGENCY SAFETY PLAN: The General Manager submitted a written report for approval of the Valley Metro Public Transportation Agency Safety Plan. (For full text, see copy of report on file in the Secretary's Office.) Director Payne offered the following Resolution approving participation in the Virginia Statewide Public Transportation Agency Safety Plan: "A RESOLUTION APPROVING GREATER ROANOKE TRANSIT COMPANY, D/B/A VALLEY METRO'S (GRTC), PARTICIPATION IN THE VIRGINIA STATEWIDE PUBLIC TRANSPORTATION AGENCY SAFETY PLAN (PTASP) FOR SMALL PUBLIC TRANSPORTATION PROVIDERS AS REQUIRED BY THE FEDERAL TRANSIT AUTHORITY." (For full text, see resolution on file in the Secretary's Office.) Director Payne moved the adoption of the resolution. The motion was seconded by Director D'Ardenne and adopted by the following vote: AYES: Directors D'Ardenne, Davis, Lawhorn, Michalski-Karney, Payne, and President Price-6. NAYES: None-0. (Director Cantrell was absent.) 148 OTHER BUSINESS: NONE. , NEXT MEETING: President Price announced that the next GRTC Board would be on Monday, September 21, 2020, at 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:58 p.m. APPROVED: ATTEST: � r Anita J. Price President Cecelia F. McCoy Secretary GREATER ROANOKE TRANSIT COMPANY September 21, 2020 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Anita J. Price on Monday, September 21 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 Anne Cantrell, Dwayne D'Ardenne, Michelle L. Davis, Kathleen Davis, Karen Michalski-Karney, and President Anita J. Price-6. ABSENT: Director Melinda J. Payne-1. Also present were Robert S. Cowell, Jr., Vice President of Operations; Sherman M. Stovall, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy; Secretary; Daniel J. Callaghan, General Counsel; Laura M. Carini, Assistant General Counsel; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. The President Price declared the existence of a quorum. 149 MINUTES: Without objection by the Board, President Price advised that the reading of the minutes of the regular meeting held on Monday, July 20, 2020, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: RESIGNATION OF OFFICER: The Secretary submitted a written communication advising of the resignation of Daniel J. Callaghan, the General Counsel and Registered Agent of the Greater Roanoke Transit Company, Board of Directors, effective October 1, 2020. (See communication on file in the Secretary's Office.) Without objection by the Board, the resignation was accepted and the communication received and filed. GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Monday, September 21, 2020, with regard to the following items: Planning and Special Projects: • Valley View Mall/Walmart Shelter - Update • Salem City Council Presentation • Financial System Upgrade Project • Transit Passenger Advisory Committee (TPAC) Meeting Update — August 2020 GRTC Ridership Update (See Management Update on file in the Secretary's Office.) With regard to the Valley View Mail Walmart Shelter update, the General Manager informed the Board that he had met with Doug Modny, Valley View Mall General Manager who is receptive to an additional bus stop location; however, was concerned about bus passenger safety. Director Michalski-Karney expressed dismay regarding the duration in which the Board has worked to acquire a shelter at the Walmart location; wherein, Mr. Stovall was hopeful, as the new manager was open to the prospect of an additional shelter at the location. 150 Vice President Davis reaffirmed there must be a transit connector for ° economic development and transit must be at the forefront to enhance growth in this mall area. President Price acknowledged receipt of the TPAC Meeting Update and stated the minutes were very helpful for the Board with regard to concerns of the committee. She recommended that the GRTC Board members read thoroughly. Following the Management Update, the General Manager commended Daniel J. Callaghan, General Counsel, for the work he had performed for the Greater Roanoke Transit Company, expressed appreciation for his professional assistance over the years, and presented him a gift of appreciation. There being no comments by Board Members regarding the Management Update, the President advised that the Management Update would be received and filed. TRANSIT DEVELOPMENT PLAN — COVID 19 — UPDATE/PRESENTATION: The General Manager presented an overview of the Transit Development Plan — COVID 19 — Update/Presentation. (See presentation on file in the Secretary's Office.) General Manager Price gave a brief overview with regard to Planned Adjustments/Improvements Comprehensive Operations Analysis Transit Development Plan. He gave the Board an overview of the previously adopted the plan based on comprehensive operations analysis to improve and strengthen the operational foundation of existing service delivery network. AUTHORIZATION TO APPROVE AMENDMENT No. 2 TO THE FIRST REINSTATED AGREEMENT FOR THE EXCHANGE OF REAL ESTATE: The General Manager submitted a written report for approval for the transfer of four parcels owned by the City to GRTC in exchange for the transfer of Campbell Court. (For full text, see copy of report on file in the Secretary's Office.) Vice-President Michelle Davis offered the following resolution: 151 "A RESOLUTION APPROVING THE EXECUTION, DELIVERY AND PERFORMANCE, BY THE GREATER ROANOKE TRANSIT COMPANY (GRTC) OF AN AMENDMENT NO. 2 TO THE FIRST REINSTATED AGREEMENT FOR THE EXCHANGE OF REAL ESTATE BETWEEN THE CITY OF ROANOKE, VIRGINIA AND GRTC DATED SEPTEMBER 17, 2019 ("AGREEMENT") TO PROVIDE FOR (i) THE SALE AND TRANSFER OF THE GRTC RELOCATION PARCELS, AS DESCRIBED BELOW, TO GREATER ROANOKE TRANSIT COMPANY ("GRTC") FROM THE CITY OF ROANOKE, VIRGINIA ("CITY"), AND (ii) THE ACQUISITION OF CAMPBELL COURT, AS DESCRIBED BELOW, BY THE CITY FROM GRTC; AUTHORIZING THE PRESIDENT AND GENERAL MANAGER OF GRTC TO EXECUTE THE AMENDMENT NO. 2 TO THE FIRST REINSTATED AGREEMENT FOR THE EXCHANGE OF REAL ESTATE BETWEEN THE CITY AND GRTC; AND AUTHORIZING THE PRESIDENT AND/OR GENERAL MANAGER TO EXECUTE SUCH FURTHER DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS MAY BE NECESSARY TO ACCOMPLISH THE SALE OF REAL PROPERTY AND THE ACQUISITION OF REAL PROPERTY." (For full text, see resolution on file in the Secretary's Office.) Vice-President Michelle Davis moved the adoption of the resolution. The motion was seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors Cantrell, D'Ardenne, K. Davis, M. Davis, Michalski-Karney, and President Price-6. NAYES: None-0. (Director Payne was absent.) AUTHORIZATION TO ADOPT FARE FREE ELECTION DAY SERVICE ON NOVEMBER 3, 2020: The General Manager submitted a written report for approval of fare free Election Day service on November 3, 2020. Vice-President Michelle Davis offered the following resolution: "A RESOLUTION APPROVING AND ADOPTING FARE FREE ELECTION DAY SERVICE FOR TUESDAY, NOVEMBER 3, 2020, FOR THE GREATER ROANOKE TRANSIT COMPANY (GRTC) DBA VALLEY METRO; AND AUTHORIZING THE GENERAL MANAGER OF GRTC TO TAKE APPROPRIATE ACTION TO IMPLEMENT SUCH FARE FREE ELECTION DAY SERVICE FOR TUESDAY, NOVEMBER 3, 2020." (For full text, see resolution on file in the Secretary's Office.) 152 Vice-President Michelle Davis moved the adoption of the resolution. The motion was seconded by Director D'Ardenne and adopted by the following vote: AYES: Directors Cantrell, D'Ardenne, K. Davis, M. Davis, Michalski-Karney, and President Price-6. NAYES: None-0. (Director Payne was absent.) OTHER BUSINESS: NONE. NEXT MEETING: President Price announced that the next GRTC Board would be on Monday, November 16, 2020, at 1:00 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:37 p.m. APPROVED: ATTEST: J-Im Anita J. P ce Cecelia F. McCoy President Secretary 153 GREATER ROANOKE TRANSIT COMPANY November 16, 2020 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Anita J. Price on Monday, November 16 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 Anne Cantrell (via telephone conference), Dwayne D'Ardenne, Michelle L. Davis, Kathleen Davis, and President Anita J. Price-5. ABSENT: Directors Karen Michalski-Karney and Melinda J. Payne-2. Also present were Robert S. Cowell, Jr., Vice President of Operations; Sherman M. Stovall, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy; Secretary; Timothy R. Spencer, General Counsel; Laura M. Carini, Assistant General Counsel; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Price declared the existence of a quorum. MINUTES: Without objection by the Board, President Price advised that the reading of the minutes of the regular meeting held on Monday, September 21 2020, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: ELECTION OF OFFICERS: The Secretary submitted a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company, states vacancies among the officers shall be filled by the directors for the unexpired term of any such vacancy. (For full text, see copy on file in the Secretary's Office.) Director Dwayne D'Ardenne placed the following name in nomination: Timothy R. Spencer as General Counsel and Registered Agent to fill the unexpired term of office of Daniel J. Callaghan ending June 30, 2021. 154 There being no further nominations, Timothy R. Spencer was appointed as General Counsel and Registered Agent the Greater Roanoke Transit Company for an unexpired term of office of Daniel J. Callaghan ending June 30, 2021, by the following vote: FOR MR. SPENCER: Directors Cantrell, D'Ardenne, K. Davis, M. Davis, and President Price-5. (Directors Karen Michalski-Karney and Melinda J. Payne were absent.) GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Monday, November 16, 2020, with regard to the following items: a. GRTC FTA Comprehensive (Triennial) Review b. TPAC Meeting Update C. GRTC Ridership Update (See Management Update on file in the Secretary's Office.) With regard to the GRTC Ridership Update, Director Katie Davis inquired about the amount of riders allowed on buses per trip; wherein, the General Manager indicated 15 riders. Vice-President Davis asked whether bus drivers had expressed concerns about patrons riding the bus without masks; Mr. Price shared that bus drivers offer information about the mask mandate to riders and if there are objections, the driver calls for assistance. She also asked whether drivers felt a sense of safety and protection; whereby, Mr. Price indicated there were concerns and staff were apprehensive about the spread of Covid-19. Mr. Stovall clarified that there are a number of employees were unhappy and fearful of exposure. Director D'Ardenne inquired about the safety practice and procedures of maintenance to bus shelters; Mr. Price advised that there are rotating custodial staff maintaining the shelters. There being no comments by Board Members regarding the Management Update, the President advised that the Management Update would be received and filed. AUTHORIZATION TO PURCHASE ONE (1) EXPANSION MEDIUM DUTY BODY ON CHASSIS BUS FOR THE SMART WAY COMMUTER AND EXPRESS SERVICE: The General Manager submitted a written report recommending authorization to Purchase one (1) Expansion Medium Duty Body on Chassis bus for the Smart Way commuter and express service. (For full text, see copy of report on file in the Secretary's Office.) 155 Vice-President Michelle Davis 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 ONE (1) EXPANSION MEDIUM DUTY BODY ON CHASSIS BUS FOR THE SMART WAY COMMUTER & EXPRESS SERVICE, IN ACCORDANCE WITH SECTIONS 2a and 2e OF GRTC NOVEMBER 15, 2010 BOARD RESOLUTION AND FTA/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." (For full text, see resolution on file in the Secretary's Office.) Vice-President Michelle Davis moved the adoption of the resolution. The motion was seconded by Director D'Ardenne and adopted by the following vote: AYES: Directors Cantrell, D'Ardenne, K. Davis, M. Davis, and President Price-5. NAYES: None-0. (Directors Michalski-Karney and Payne were absent.) OTHER BUSINESS: President Price announced two new Board members would be appointed to the GRTC Board of Directors at the City Council Organizational Meeting to be held on Monday, January 4, 2021; and the Board of Directors would elect a new President And Vice-President at the Board Meeting on Tuesday, January 19, 2021. Vice-President Davis expressed appreciation for the opportunity to serve on the Board and wanted citizens to know how in-depth the administration of the bus system was behind the scene. She thanked the General Manager and staff for their leadership and management of the Greater Roanoke Transit Company. President Price also thanked Mr. Price and staff for the running of the transit company and wished the public could understand the intricate detail accomplished behind the scene. She thanked the administration for the work that they had done and stated she would remain optimistic about the new transit terminal coming into fruition, along with the Walmart bus shelter, and admonished staff to continue work on these projects. 156 The General Manager thanked both President Price and Vice-President Davis for their leadership and promised to persistently and conscientiously work on those projects the Board had labored to complete come to realization. The General Manager presented gifts to both Ms. Price and Ms. Davis with heartfelt thanks for their service on the Board. NEXT MEETING: President Price announced that the next GRTC Board meeting would be on Tuesday, January 19, 2021 at 1:00 p.m., in EOC Conference Room. There being no further business, the President declared the regular meeting adjourned at 1:36 p.m. APPROVED: ATTEST: Anita J. Pri Cecelia F. McCoy President Secretary 157 GREATER ROANOKE TRANSIT COMPANY January 19, 2021 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by Timothy Spencer, President Pro-tem, General Counsel, on Tuesday, January 19, 2021 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. President Pro-tem Spencer announced the City Clerk had received notification from Director Dwayne D'Ardenne that he was unable to attend the Board of Directors meeting because he was under self-quarantine because of the Covid-19 pandemic disaster and requested approval to allow remote participation by electronic communication means. The Directors voted unanimously to allow him to participate in the meeting via telephone. PRESENT: Directors Joseph L. Cobb, Dwayne D'Ardenne (via telephone conference), Kathleen Davis, Karen Michalski-Karney, and Vivian Sanchez-Jones -5. ABSENT: Directors Anne Cantrell and Melinda J. Payne-2. Also present were Robert S. Cowell, Jr., Vice President of Operations; Sherman M. Stovall, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy; Secretary; Timothy R. Spencer, General Counsel; Laura M. Carini, Assistant General Counsel; Drew Harman, Auditor; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Pro-tem Spencer declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, November 16, 2020, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: 158 SECRETARY: ELECTION OF OFFICERS: The Secretary advised that Article v, Officers of the By-Laws of the Greater Roanoke Transit Company, states any vacancy occurring among the Officers may be filled for any unexpired term created by the vacancy by election by majority of the directors. (For full text, see copy on file in the Secretary's Office.) Director D'Ardenne placed the following name in nomination: Director Joseph L. Cobb as President for an unexpired term of office of President Anita J. Price, ending June 30, 2021. Director Michalski-Karney seconded the motion placed the in nomination: Director Joseph L. Cobb to fill the unexpired term of office of Anita J. Price ending June 30, 2021. There being no further nominations, Joseph L. Cobb was appointed as President of Greater Roanoke Transit Company for an unexpired term of office of Anita J. Price ending June 30, 2021, by the following vote: FOR MR. COBB: Directors D'Ardenne, Davis, Michalski-Karney and ONO Sanchez-Jones-4. (Director Cobb abstained for voting; Directors Anne Cantrell and Melinda J. Payne were absent.) Director D'Ardenne placed the following name in nomination: Director Vivian Sanchez-Jones as Vice-President for an unexpired term of office of Vice- President Michelle L. Davis, ending June 30, 2021. Director Michalski-Karney seconded the motion placed in nomination: Director Vivian Sanchez-Jones to fill the unexpired term of office of Michelle L. Davis ending June 30, 2021. There being no further nominations, Vivian Sanchez-Jones was appointed as Vice-President of Greater Roanoke Transit Company for an unexpired term of office of Michelle L. Davis ending June 30, 2021, by the following vote: FOR MS. SANCHEZ-JONES: Directors D'Ardenne, Davis, Michalski- Karney and President Cobb-4. (Director Sanchez-Jones abstained for voting; Directors Anne Cantrell and Melinda J. Payne were absent.) 159 Following the nominations of the President and Vice-President, President Pro-tem Spencer relinquished the chair to President Joseph Cobb. GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated January 19, 2021, with regard to the following items: Planning and Special Projects • Planning Commission Review of Transit Center Design • Station Section 106 Historic Review Submitted • Coronavirus Response and Relief Supplemental Appropriations Act • Bus Operator Protective Shields — UPDATE • Transit Passenger Advisory Committee (TPAC) —November 2020 Meeting Update • GRTC Ridership Update (See Management Update on file in the Secretary's Office.) Following inquiries by President Cobb and Vice-President Sanchez-Jones with regard to the Ridership Update, the President advised that the Management Update would be received and filed. GREATER ROANOKE TRANSIT COMPANY FISCAL YEAR 2020 FINANCIAL REPORT (UNAUDITED): The General Manager submitted the GRTC Roanoke Transit Company Fiscal Year 2020 Financial Report dated January 19, 2021. Mr. Stovall briefed the Board of Directors on the Fiscal Year 2020 Financial Report and advised that the report was for the twelve months ending June 30, 2020 and noted GRTC experienced net income of $350,536, an increase of $567,812 compared to the same period in Fiscal Year 2019. He shared that total revenue increased 4.2%, but was 2.1% below the established budget; and expenses decreased 1.4% compared to FY 2019, and 5.4% below the established budget. Mr. Stovall stated updates would be shared at the March 15, 2021 meeting. Following inquiries from President Cobb and Vice-President Sanchez- Jones, regarding the Fiscal Year 2020 Financial Report, the President advised that the Fiscal Year 2020 Financial Report would be received and filed. Director D'Ardenne stated he would like the Board to consider and suggested a review of options related to plan improvements and adjustments based upon the Transportation Development Plan and the Comprehensive Operation Plan completed a couple years ago; thinking about the Coronavirus and what has occurred and ridership not really coming back. He inquired if there is value of having an update provided looking at the next six to eighteen months as vaccinations begin to pick up and we expect ridership to pick back up and may 160 not pick back up where we were a year ago; and bring back an update on ridership, perhaps provide demographics of how service has adjusted. He asked was this something that might be provided to the Board and may also give the TPAC an opportunity to give some input on what demographics might look likes related to the potential of where we are going and adjustments and improvements. President Cobb responded that this may be helpful and inquired what the Board thought of the request and might be helpful The President inquired of Mr. Price with regard to the request and what is realistic to bring back an update. Wherein, Mr. Price replied that an update had been provided a couple months ago (September 2020) about the process of the Transit Development Plan, which gave a menu for structural review from an Comprehensive Operational Analysis; Coronavirus data was not included in the document. The study document talked about demographics and locations and a map with regard to destination. Mr. Price stated that we are currently at a point where the environment may have changed and it would be hard to get our hands around some requested specifics. Mr. Stovall inserted that staff would come back to the Board at the March meeting, and do a reset of the TDP to get the Board oriented. However, that it was important for the Board to have the conversations from the perspective of understanding the ridership within the context of the level of service that we provide; base rider and choice rider and some of the dynamics will not change. Mr. Stovall stated that as Mr. Price has mentioned, the TDP is a road map that has been established for us to follow and there are improvements outlined in the TDP, which those improvements come at a cost. We all understand what our financial limitations are, and will be happy to provide an update in March. MUNICIPAL AUDITING REPORT— GRTC FUEL MANAGEMENT FOLLOW UP: The GRTC Auditor, Drew Harmon submitted the GRTC Fuel Management Follow- Up report dated November 16, 2020. (See copy of report on file in the Secretary's Office.) Drew Harmon, Auditor, gave a brief overview of the Municipal Auditing Report, noting the report was satisfactory. There being no comments by Board Members regarding the Municipal Auditing Report—GRTC Fuel Management Follow Up, the President advised that the Report would be received and filed. AUTHORIZATION TO FILE FOR FEDERAL TRANSIT ADMINISTRATION OPERATING AND CAPITAL FINANCIAL ASSISTANCE, AND COMMONWEALTH OF VIRGINIA OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR (FY) 2021 — 2022: 161 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 2021 — 2022. (For full text, see copy of report on file in the Secretary's Office.) Director Michalski-Karney offered the following resolution: "A RESOLUTION AUTHORIZING THE FILING OF APPLICATIONS WITH THE FEDERAL TRANSIT ADMINISTRATION ("FTA") AND THE COMMONWEALTH OF VIRGINIA DEPARTMENT OF RAIL AND PUBLIC TRANSPORTAION ("DRPT"), AN OPERATING ADMINISTRATION OF THE UNITED STATES DEPARTMENT OF TRANSPORTATION, FOR FEDERAL TRANSPORTATION ASSISTANCE AUTHORIZED BY 49 U.S.C. CHAPTER 53, AND/OR AUTHORIZED BY ANY OTHER FEDERAL STATUTES ADMINISTERED BY THE FTA, INCLUDING, BUT NOT LIMITED TO, APPLICABLE SECTIONS OF 23 U.S.C. CHAPTER 23." (For full text, see resolution on file in the Secretary's Office.) Director Michalski-Karney moved the adoption of the resolution. The motion was seconded by Director Davis and adopted by the following vote: AYES: Directors D'Ardenne, Davis, Michalski-Karney, Sanchez-Jones and President Cobb-5. NAYES: None-0. (Directors Cantrell and Payne were absent.) OTHER BUSINESS: The Assistant Vice-President for Operations, Sherman Stovall, gave an overview to the Board of Directors related to the structure and purpose of the Greater Roanoke Transit Company/Valley Metro. Mr. Stovall explained that Greater Roanoke Transit Company is a private non-profit public service corporation solely owned by the City of Roanoke and highlighted the following: • Roanoke City Council sits as the Stockholder of the Company and this Board governs the policies and operational practices. 162 • The City or Roanoke/GRTC contracts with First Transit to manage the daily operations to manage the daily actions of the transit system. GRTC/Valley Metro have no employees; employees work for a sub- corporation, Southwestern Virginia Transit Management Company that is a sub-corporation of First Transit. • There are two categories of employees represent by the union, those being the bus operators and bus mechanics, represented by the Amalgamated Transit Union - Local 1493, whose president is in North Carolina. • Two representatives locally that the General Manager, Kevin Price deals with on labor relations matters are local executive board members that sits on the Union. • First Transit with the Transit Union does all negotiations; noting not all bus operators participate in the Union or pays union dues, which at times poses challenges when working on policy and procedures, especially during the Pandemic. President Cobb thanked Mr. Stovall for the brief overview and stated the information was helpful for the newly appointed members of the Greater Roanoke Transit Company Board of Directors. NEXT MEETING: President Cobb announced that the next GRTC Board meeting 4 would be on Monday, March 15, 2021 at 1:00 p.m., in EOC Conference Room. There being no further business, the President declared the regular meeting adjourned at 1:53 p.m. APPROVED: ATTEST: Wa'_ cz6a - Jtep . o b be Cecelia F. McCoy President Secretary 163 GREATER ROANOKE TRANSIT COMPANY - March 15, 2021 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, March 15, 2021 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 Dwayne D'Ardenne, Kathleen Davis, Karen Michalski- Karney, and Vivian Sanchez-Jones (arrived at 1:24 p.m.) and President Joseph L. Cobb-5. ABSENT: Directors Anne Cantrell and Melinda J. Payne-2. Also present were Robert S. Cowell, Jr., Vice President of Operations; Sherman M. Stovall, Assistant Vice-President of Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy; Secretary; Timothy R. Spencer, General Counsel; Laura M. Carini, Assistant General Counsel; Drew Harman, Auditor; Kevin L. Price, General Manager, Valley Metro (via telephone conference); and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Tuesday, January 19, 2021, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Monday, March 15, 2021, with regard to the following items: 1. Management Update. • Planning and Special Projects: o COVID-19 Response Update. o Transit Passenger Advisory Committee (TPAC) — February 2021 Meeting Update. o GRTC Ridership Update. • First Quarter Financials — Fiscal Year 2021. • Transit Development Plan — Post COVID-19 — Update Presentation. (See Management Update on file in the Secretary's Office.) 164 Ae. Assistant General Manager, Ron Parker, advised the Board of necessary ._.. service adjustments because of positive COVID-19 cases in the workforce. The following adjustments to service as follows: • The six peak/overflow buses that operate during the service day would be taken out of service. • The Star Line Trolley would run on 30-minute headway rather than on 15 minute headway. • Three scheduled round trips on the Smart Way Commuter would be suspended; however, the Smart Way Express would not be affected at this time. With regard to the Transit Passenger Advisory Committee (TPAC), Mr. Parker reported the TPAC held a virtual meeting on February 8, 2021, with topics as the organizational role of TPAC, the downtown transit center project, bus shelter program, and ridership update were discussed. Mr. Parker advised the Board that the GRTC Ridership was anticipated to be down 45% as of April 2021. General Manager Price noted external factors for the cause of this decrease and shared Valley Metro employees had done a great job to ,� provide efficient and timely service for citizens. SECOND QUARTER FINANCIALS — FISCAL YEAR 2021: Sherman Stovall, Vice-President of Operations, gave an overview of financial performance for the first quarter. He reported GRTC had experienced an increase of net income was more than $965,000.00, which was an increase of approximately $729,000 compared to the same period in FY 2020. He reported ridership decreased due to the economic impacts of the COVID-19 pandemic, which had a significant impact on fare revenue and shared State and Federal operating assistance increased 53%, which was a result of available CARES Act funding as appropriated by the FTA. With regard to the Transit Services Overview, Mr. Stovall reported Valley Metro provides local and regional public transportation service to Roanoke Valley and the New River Valley providing 16 fixed local routes with an one hour headway and 30 minute headway during peak period, along with STAR Complementary Paratransit, Smart Way, Smart Way Express, and Star Line Trolley services. Mr. Stovall advised that Valley Metro provides access to employment, medical services, grocery stores, entertainment, and recreational activities such as services to the airport, local hospitals, grocery stores, Valley View Mall, Veterans Administration, and Virginia Employment Commission. 165 Regarding Transit Outlook Post-COVID-19, Mr. Stovall said it was uncertain if transit ridership would return to pre-COVID-19 levels as external factors such as economy, and employment practices adopted during COVID may become the norm. He indicated post-COVID-19 strategies would be to continue to adopt recommendations as illustrated in the Transit Development Plan (TDP), focus on the downtown transit center, and enhance "Try Transit" activities. Mr. Stovall admitted public transit is in the midst of a pandemic, and said recovery is contingent on funding and allocation of available funds. Director Davis inquired about priority of implementation of transit (listed in order), any identified routes with more significant downturn in ridership; and funding from other localities and/or third parties. Mr. Stovall indicated this information would be provided. Vice-President Sanchez-Jones inquired about end service along Electric Road, the Assistant General Manager responded service was provided to Lewis Gale Hospital (Route 91/92 serving). Director D'Ardenne asked with regard to service, how close riders were to their work location and asked for an access analysis. Mr. Stovall replied a discussion, research is required to evaluate this request, and staff would respond with regard to this request. There being no comments by Board Members regarding the Management Update, the President advised that the Management Update would be received and filed. APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager requested the appointment of two members of the Board of the Greater Roanoke Transit Company and two officers of the Greater Roanoke Transit Company to serve as the Fiscal Year 2021 — 2022 Budget Review Committee to review the proposed budget. Director D'Ardenne placed in nomination the name by title of President Joseph L. Cobb, and Director Michalski-Karney placed in nomination Kathleen Davis. President Cobb and Director Davis were nominated as the two Board Member representatives. Vice-President Sanchez-Jones placed in nomination the name by title of Assistant Vice-President of Operation, Sherman Stovall; and Director D'Ardenne placed in nomination Amelia Merchant as Officer representative. Mr. Stovall and Ms. Merchant were nominated as two Officer representatives. 166 There being no further nominations, Mr. Cobb, Ms. Davis and Mr. Stovall and Ms. Merchant were appointed to serve as members of the Fiscal Year 2021 — 2022 Budget Review Committee, by the following vote: AYES: Directors D'Ardenne, Davis, Michalski-Karney, Sanchez-Jones, and President Cobb-5. NAYS: None-0. (Directors Cantrell and Payne were absent.) EXTERNAL AUDIT PRESENTATION: Chris Banta, Partner, Brown Edwards & Company, Certified Public Accountants presented the Independent Auditor's Report on Comments and Suggestions (via telephone conference). Mr. Banta thanked Wendy Jones, Finance Director and Drew Harmon, Municipal Auditor for their assistance. Mr. Banta remarked that Brown Edwards considered its internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances for expressing an opinion on the effectiveness of internalR�. control. He advised one of the more important aspects of any internal control structure is the segregation of duties and no individual should have access to both physical assets and the related accounting records. Such access may allow errors and irregularities to occur and either not be detected or concealed. Mr. Banta advised of one item of non-compliance which was vendors paid in a timely manner with Federal management, and advised management has addressed the matter going forward. Due to lack of time, President Cobb thanked Mr. Banta for the Auditor's Report and recommended that Board Members review the report and to contact Mr. Banta or Mr. Harmon with any questions or concerns. President Cobb advised that the External Audit Presentation would be received and filed. OTHER BUSINESS: President Cobb requested that Board meetings begin one-half hour earlier to accommodate lengthy agendas. President Cobb informed the GRTC Board that Director Melinda Payne had recently retired from the City of Salem and the City of Salem was not prepared to replace Ms. Payne at this time. President Cobb asked the GRTC Board to consider future replacement of the position. . 167 NEXT MEETING: President Cobb announced that the next GRTC Board meeting would be on Monday, May 17, 2021 at 12:30 p.m., in EOC Conference Room. There being no further business, the President declared the regular meeting adjourned at 2:00 p.m. APPROVED: ATTEST: Joseph L. obb Cecelia F. McCoy President Secretary 168 GREATER ROANOKE TRANSIT COMPANY Monday, May 17, 2021 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, May 17, 2021 at 12:30 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 Anne Cantrell, Dwayne D'Ardenne (arrived at 12:46 p.m.), Kathleen Davis, Karen Michalski-Karney, Vivian Sanchez-Jones and President Joseph L. Cobb-6. ABSENT: Melinda J. Payne-1. Also present were Robert S. Cowell, Jr., Vice President of Operations; Sherman M. Stovall, Assistant Vice-President of Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy; Secretary; Timothy R. Spencer, General Counsel; Laura M. Carini, Assistant General Counsel; Drew Harman, Auditor; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, March 15, 2021, would be dispensed with and approved with correction (on page 2, Second Quarter Financials, instead of First Quarter Financials). (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: On May 12, 2021, Sherman M. Stovall submitted his resignation as the Assistant Vice President of Operations of Greater Roanoke Transit Company. He retires from the City of Roanoke on June 30, 2021. Without objection, the resignation of Sherman M. Stovall, Assistant Vice- President of Operations of the Greater Roanoke Transit Company, effective June 30, 2021, the President advised that the resignation would be received and filed. 169 MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Monday, May 17, 2021, with regard to the following items: 1. Management Update: • Planning and Special Projects: o Zero-Fare Application. o Electric Transit Bus Application. o Transit Passenger Advisory Committee (TPAC) — April 2021 Meeting Update. o Transit Access Discussion. o GRTC Ridership Update. (See Management Update on file in the Secretary's Office.) General Manager, Kevin Price, applauded the Assistant Vice President for Operations, Sherman Stovall, for his exceptional service and leadership to the Greater Roanoke Transit Company Board of Directors. Mr. Price thanked Mr. Stovall for his mentorship and counsel throughout the years; and wished him all the best in his retirement. With regard to the Zero-Fare Application, the General Manager, Kevin Price, reported the Virginia Transit Association (VTA) announced the second year of its Zero Transit for Working Families program and up to $1 million would be made available to local governments, nonprofit organizations, and transit agencies. He noted GRTC applied for $66,000, which will support local social service organizations in the purchase of transit service tickets, passes for qualified clients, and is exploring potential Transit Fare Free Corridors in its service area that could provide free transit service for passengers boarding in the designed corridor. Mr. Price reported a request for VW Settlement Funds was submitted as part of the GRTC budget submittal to the Department of Rail and Public Transportation (DRPT) for FY 2021-2022, in order to electrify three previously funded mini-hybrid transit buses. He advised the Town of Blacksburg currently has three electric buses in operation. (At this point, Director D'Ardenne entered the meeting at 12:46 p.m.) The General Manager reported the Transit Passenger Advisory Committee (TPAC) met virtually on April 8, 2021. Topics discussed at the meeting included a system ridership update, bus shelter/bus stop improvement program, and a post- COVID update. Mr. Price referred to minutes from the TPAC meeting that was included with the Board agenda. 170 Following Mr. Price's comments, President Cobb inquired about the number of vacancies currently on TPAC; wherein, Mr. Price acknowledged three vacancies: City of Salem representative, Town of Vinton representative, and one citizen-at- large vacancies. At the March 15, 2021 Board meeting, there was discussion regarding bus- stop access for riders and staff said it would bring an update in May. Mr. Price shared that in 2016, GRTC participated in the creation of the Roanoke Valley Transit Vision Plan. The plan provided an objective data-driven analysis supported by a robust pubic engagement plan. The following elements were utilized in the development of service recommendations: Public input and feedback, Transit Propensity Analysis, Model Analysis; and Gap Analysis. The information from the activities assisted in the formation of the service recommendations. The planning efforts undertaken by GRTC was a foundational element in the provision of future service. Director D'Ardenne thanked the General Manager for the Transit Analysis and expressed appreciation for the information. With regard to the GRTC Ridership Update, Mr. Price reported ridership was nearly level, compared to last year; noting in April 2020, transit ridership was 87,972, compared to April 2021 ridership of 87,133. With regard to tracking ridership analysis, Director Davis suggested the CityDash App, a software that may be a helpful tool in documenting ridership. The General Manager said he would explore the application. There being no additional comments by Board Members regarding the Management Update, the President advised that the Management Update would be received and filed. ADOPTION OF FY 22 OPERATING BUDGET: The General Manager submitted the GRTC Fiscal Year 2021 — 2022 Operating Budget. He reported the Board of Directors Budget Committee reviewed the proposed operating budget and provided a recommendation that the Board of Directors approve the GRTC Fiscal 2021 — 2022 operating budget. The General Manager briefed the Board on the following: FY 2021 — 2022 Budget • Summary o Total Budget - $11,780,182 (Increase of 7%) • Service Levels • Passenger Revenue • Other Revenue • State/Federal Revenue 171 • Local • Fringe Benefits • Services • Miscellaneous • Other Capital/Grant Funding • Transit Transfer Center • Bus Replacement/Rebuild • Transit Intern (See presentation on file in the Secretary's Office.) Director D'Ardenne offered the following Resolution approving the GRTC Fiscal Year 2021 — 2022 Operating Budget: "A RESOLUTION APPROVING A FISCAL YEAR 2022 BUDGET FOR GREATER ROANOKE TRANSIT COMPANY." (For full text, see resolution on file in the Secretary's Office.) Director D'Ardenne moved the adoption of the resolution. The motion was seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors Cantrell, D'Ardenne, Davis, Michalski-Karney, Sanchez- Jones, and President Cobb-6. NAYES: None-0. (Director Payne was absent.) GRTC THIRD QUARTER FINANCIAL REPORT: The General Manager provided financial performance information for the nine months ending March 31, 2021. Mr. Price noted GRTC experienced net income of $414,127, a decrease of $143,506 compared to the same period in FY 2020. He said there were significant factors affected financial performance noting total revenue increased 40.1% compared to FY 2020 and performed 26.4% below the established budget. He noted transit ridership decreased due to the economic impacts of the COVID-19 Pandemic and advised that GRTC used CARES ACT funds as provided by the Federal Transit Administration to offset expenses. Mr. Price advised State and Federal operating assistance increased 30.4%, and was less than 1% above the established budget. 172 With regard to expenses, Mr. Price noted total expenses decreased 7.9% compared to FY 2020, and was 8.7% below the established budget. He highlighted factors affecting expenses included Labor and Fringe Benefits expense, service expense, materials and supplies expense, and utilities expense all decreased during this period; insurance related expense increased, and miscellaneous expense increased, but still below budget. Mr. Price recognized Ron Parker, Assistant General Manager and supervisors who worked exceptional hard during the COVID Pandemic and thanked the team for their dedication and hard work. There being no comments by Board Members regarding the GRTC Third Quarter Financial Report, the President advised that the GRTC Third Quarter Financial Report would be received and filed. GENERAL AUDIT PLAN: Chris Banta, CPA, CFE, Brown Edwards Certified Public Accounts, briefed the Board of the General Audit Plan FY 2021 (via telephone conference.) Mr. Banta acknowledged that Brown, Edwards would perform a full scope audit of Greater Roanoke Transit Corporation in accordance with auditing standards generally accepted in the United States, Governmental Auditing Standards issued by the Comptroller General, and the Uniform Guidance issued by the United States Office of Management and Budget. Mr. Banta shared the companies' transit experience, noting clients in Lynchburg, Richmond, Blacksburg, Harrisonburg and Charlottesville, Virginia. The audit objectives would be the expression of an opinion on the fairness regarding financial statements, present financial position, and results of operations in conformity with account principles generally accepted in the United States and timely issuance and completion of audit. Mr. Banta discussed the following areas: audit approach, significant audit areas, and single audit testing. In conclusion, he gave a tentative schedule of timing and phase engagement. There being no comments by Board Members following Mr. Banta's presentation, the President advised that the General Audit Plan would be received and filed. OTHER BUSINESS: Timothy Spencer, General Counsel and Registered Agent, announced he would not be in attendance at the Monday, June 21, 2021 Board Meeting or Stockholder's Annual Meeting, as he would be out of town; Laura Carini, Senior Assistant City Attorney will serve in his absence. 173 NEXT MEETING: President Cobb announced that the next GRTC Board meeting would be on Monday, June 21, 2021 at 1:45 p.m., in City Council Conference Room, following the Stockholder's Annual Meeting at 1:30 p.m. in the City Council Chamber. There being no further business, the President declared the regular meeting adjourned at 1:36 p.m. APPROVED: ATTEST: � �C C4�f- J seph L. C bb Cecelia F. McCoy President Secretary 174 GREATER ROANOKE TRANSIT COMPANY June 21, 2021 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, June 21 at 1:45 p.m., in the City Council Conference Room, Room 451, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia. PRESENT: Directors Anne W. Cantrell (arrived late), Dwayne D'Ardenne Kathleen Davis, Karen Michalski-Karney, Vice-President Vivian Sanchez-Jones and President Joseph L. Cobb-6. ABSENT: None-0. Also present were Robert S. Cowell, Jr., Vice President of Operations; Sherman M. Stovall, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy; Secretary; Laura M. Carini, Assistant General Counsel; Kevin L. Price, General Manager, Valley Metro; Ronnie Parker, Assistant General Manager, Valley Metro and H. Robert Light, newly appointed Regional Representative for the City of Salem. The President Cobb declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, May 17, 2021, 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 THE 2022 FISCAL YEAR: The General Manager submitted a written report recommending adoption of the Board of Directors' Meeting Schedule for Fiscal Year 2022. (For full text, see copy of report on file in the Secretary's Office.) Director Michalski-Karney offered the following resolution approving the GRTC Board of Directors' meeting schedule for the 2022 Fiscal Year: 175 "A RESOLUTION ESTABLISHING A SPECIFIC MEETING SCHEDULE FOR THE BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY (GRTC)". (For full text, see resolution on file in the Secretary's Office.) Director Michalski-Karney moved the adoption of the resolution. The motion was seconded by Director D'ardenne and adopted by the following vote: AYES: Directors Cantrell, D'Ardenne Davis, Michalski-Karney, Vice- President Sanchez-Jones and President Cobb-6. NAYS: NONE-0. President Cobb called attention to the 2021-2022 meeting dates: Monday, July 19, 2021 Monday, September 20, 2021 Monday, November 15, 2021 Tuesday, January 18, 2022 Monday, March 21, 2022 Monday, May 16, 2022 Monday, June 20, 2022 — City Council Conference Room, Room 451) He noted that the upcoming meetings of 2021 at 12:30 p.m. in the EOC Conference Room; and during 2022, the January 18 meeting would be held Tuesday, due to the observance of Martin Luther King Jr. holiday, and June 20 regular meeting at 1:45 p.m. in the City Council's Conference Room. OTHER BUSINESS: President Cobb announced all Directors of the Board were re-elected to the Board at the GRTC Annual Stockholder's meeting held presiding this meeting at 1:30 p.m.; and Mr. Robert Light was elected to the Board as the Regional Representative for the City of Salem. Kevin Price, General Manager, recognized Sherman Stovall, Assistant Vice President of Operations, who will retire on June 30, 2021, thanked Mr. Stovall for his professionalism and dedication to the Greater Roanoke Transit Board of Directors. Directors D'Ardenne, Davis, and President Cobb expressed additional comments and well wishes. 176 NEXT MEETING: President Cobb announced that the next GRTC Board would be on Monday, July 19, 2021, at 12:30 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:56 p.m. CAPPROVED: ATTEST: V/--- oseph L obb Cecelia F. McCoy President Secretary 177 GREATER ROANOKE TRANSIT COMPANY July 19, 2021 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, July 19 at 12:30 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 Anne W. Cantrell, Dwayne D'Ardenne, Kathleen Davis, H. Robert Light, Karen Michalski-Karney, and President Joseph L. Cobb-6. ABSENT: Vice-President Vivian Sanchez-Jones-1. Also present were Robert S. Cowell, Jr., Vice President of Operations; W. Brent Robertson, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy, Secretary; Timothy Spencer, General Counsel; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, June 21, 2021, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: ELECTION OF OFFICERS: The Secretary submitted a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as 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.) Director D'Ardenne placed the following names in nomination: Council Member Joseph L. Cobb as President; Council Member Vivian Sanchez-Jones as Vice-President; Robert S. Cowell, Jr., City Manager as Vice-President of Operations; W. Brent Robertson, Assistant City Manager for Community Development as Assistant Vice-President of Operations; Cecelia F. McCoy, City Clerk as Secretary; Cecelia T. Webb, Deputy City Clerk as Assistant Secretary; 178 Amelia Merchant, Director of Finance as Treasurer; Timothy R. Spencer, City Attorney as General Counsel 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, 2022. FOR COUNCIL MEMBERS COBB AND SANCHEZ-JONES, CITY MANAGER COWELL, ASSISTANT CITY MANAGER ROBERTSON, CITY CLERK MCCOY, DEPUTY CITY CLERK WEBB, DIRECTOR OF FINANCE MERCHANT AND CITY ATTORNEY SPENCER: Directors Cantrell, D'Ardenne, Davis, Light, Michalski- Karney, and President Cobb-6. (Director Sanchez-Jones was absent.) President Cobb welcomed Patrice Strachan, PMP, Transit Programs Manager, Virginia Department of Rail and Public Transportation to the meeting who was visiting from Richmond, Virginia and congratulated Assistant City Manager Brent Robertson as the newly elected Vice President of Operations for the Board of Directors. GENERAL MANAGER: " MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Monday, July 19, 2021, with regard to the following items: • Tanglewood Mall Service Change • Annual Safety Plan Update • GRTC Ridership Update (See Management Update on file in the Secretary's Office.) General Manager, Kevin Price gave an update with regard to a service change request from the Tanglewood Mall ownership group, Blackwater Resources, to re-route its transit services as currently provided to Tanglewood Mall. This change is the first change in the forty-one years of service, which began June 24, 1980. Mr. Price noted that the owners of Tanglewood Mall, Blackwater Resources and the agreement with Greater Roanoke Transit Company is with Roanoke County, not Tanglewood Mall. The current transit routes provide transit stops at Firestone, Kroger, A. C. Moore (Michaels) and T. J. Maxx. A proposed transit routing plan was submitted to Valley Metro for review and approval. The General Manager provided a handout for perusal by the Board of proposed route change. Director Michalski-Karney inquired with regard to the proposed stop, and Mr. Price responded the first stop would be located on Route 419, which would be constructed. Director Davis commented the proposed the stop may cause congestion or possible delays on Route 419. Director D'Ardenne 179 inquired when the proposed route change take place, Mr. Price answered the changes is proposed to being the week of August 9t", 2021. Following additional discussion on this matter, President Cobb thanked Mr. Price and his staff for their work on this project. The General Manager gave a brief overview of the Annual Safety Plan, which requires certain operators of public transportation systems that receive federal funds to develop safety plans that include the processes and procedures to implement Safety Management Systems (SMS) and include safety performance targets. He informed the Board that Valley Metro has updated its section in the Virginia Statewide Public Transportation Agency Plan. With regard to the GRTC Ridership Update, Mr. Price reported that ridership was down approximately 40%. Following a brief discussion, President Cobb thanked Mr. Price for the Ridership Update and advised that the Management Update would be received and filed. OTHER BUSINESS: The General Manager reported that work on the new Transfer Center is in progress and route modifications to the new trolley. President Cobb encouraged the Board of Directors and Officers to ride transit before the next Board meeting scheduled in September and asked the General Manager to arrange a tour of the Valley Metro facilities and administrative building. He also suggested Board meeting be held at the Administrative Building in the near future. President Cobb also plans to attend the next Transit Passenger Advisory Committee (TPAC) that would be held on Thursday, August 12, 2021 at 6:30 p.m. at the Roy Z. Meador Operations, Maintenance and Administrative Facility, located at 1108 Campbell Avenue, S.E. NEXT MEETING: President Cobb announced that the next GRTC Board would be on Monday, September 20, 2021, at 12:30 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:24 p.m. APPROVED: ATTEST: c� �J- M65'�k oseph Cobb Cecelia F. McCoy President Secretary 180 GREATER ROANOKE TRANSIT COMPANY September 20, 2021 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, , September 20 at 12:30 p.m., in the EOC Conference Room, Room 159first floor, . W., Roanoke, Virginia, Noel C. Taylor Municipal Building, 215 Church Avenue, S pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Dwayne D'Ardenne, Kathleen Davis, H. Robert Lit Karen Michalski-Karney, Vice-President Vivian Sanchez-Jones and President Joseph L. Cobb-6. ABSENT: Director Anne W. Cantrell-1. Also present were Robert S. Cowell, Jr., Vice Brent Robertson, Assistant Vice-President for Operations;President C rMerch nt Treasurer; Cecelia F. McCoy, Secretary; Timothy Spencer, General Counsel; Laura Carini, Senior Assistant City Attorney, Kevin L. Price, General Manager Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, July 19, 2021, 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 Update dated Monday, September 20, 2021, with regard to the following items: • Triennial Review Update • Financial Management Overview (FMO) Closeout • ATU 1493/GRTC Negotiations Update • Transit Marketing Update • TPAC Meeting Update • GRTC Ridership See Management Update on file in the Secretary's Office.) 181 The General Manager reported the FTA and consultants conducted a virtual Triennial Review of the GRTC federally funded program in July. The review examines up to 21 areas. A number of areas had no deficiencies which is a great accomplishment considering the challenges of the past 18 months. GRTC had 16 findings out of a possible 135 potential questions during the review, which is a 88% success rate. With regard to the Financial Management Overview (FMO) Closeout, GRTC Management was notified by FTA that the FMO have been closed. GRTC submitted Corrective Action Plans to the FTA, which addressed each deficiency as stated in the final FMO report. Regard ATU 1493/GRTC Negotiations Update, on Friday, August 13, 2021, the ATU were able to reach a tentative agreement with GRTC Management for a one year term to expire on June 30, 2022. It was noted that 3% wage increase, and a $600.00 bonus would be granted upon ratification. Vice-President Sanchez-Jones inquired with regard to the number of members; the General Manager replied approximately 30 members. GRTC management will be drafting a transit marketing plan in order to communicate transit service changes, new projects, community engagement and employment opportunities, and transit service success stories. Mr. Price stated he anticipated a robust marketing plan and strategy forthcoming and inquired whether Board members had seen the new Caesars Sportsbook wrap recently displayed on buses; wherein, President Cobb inquired at the cost to wrap a bus and Mr. Price responded an estimated $5,000. However, the Caesars Sportsbook wrap cost nearly $40,000. With regard to the TPAC Update and shared topics of discussion: a system ridership update, transfer center construction update, and staff recruitment update. Mr. Price referred to an anonymous customer letter complimenting the excellent service rendered by a bus driver, noting it as an example of the kind of service to customer that is rarely noted. President Cobb expressed to the TPAC Committee his thanks as appreciation for their work and noted the detailed minutes and extensive reporting provided. Mr. Price highlighted the GRTC Ridership Update and advised that ridership is staying close to 40% and is remaining consistent at this time. Following brief comments by Director Davis and President Cobb, President Cobb advised that the Management Update would be received and filed. Director Michalski-Karney offered the following resolution: 182 "A RESOLUTION authorizing Greater Roanoke Transit Company to execute a purchase contract to purchase three (3) replacement low floor clean diesel buses, in compliance with Federal Transit Administration (FTA) Circular 5010.1 E,; 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." Following the reading of this resolution by the Secretary, it was noted by President Cobb that the resolution read was not in the correct order as outlined on the Agenda; whereby, the Secretary acknowledged that two measures had been inadvertently switched. President Cobb agreed to accept the reading and continue in the following order. Director Michalski-Karney moved the adoption of the resolution. The motion was seconded by Director D'Ardenne. Following remarks by the General Manager about the purchase contract, the Resolution was adopted by the following vote: AYES: Directors D'Ardenne, Davis, Light, Michalski-Karney, Sanchez- Jones and President Cobb-6. NAYS: None-0. (Director Cantrell was absent.) Director D'Ardenne offered the following resolution: "A RESOLUTION authorizing Greater Roanoke Transit Company to execute a purchase contract to purchase and install Real-time Transit Passenger Information Equipment, and authorizing the Vice President of Operations and General Manger to take such further actions and execute such further documents, as may be necessary to implement, administer, and enforce such contract." Director D'Ardenne moved the adoption of the resolution. The motion was seconded by Director Davis. Following remarks by the General Manager about the purchase contract to install Real-time Transit Passenger Information Equipment, the Resolution was adopted by the following vote: AYES: Directors D'Ardenne, Davis, Light, Michalski-Karney, Sanchez- Jones and President Cobb-6. NAYS: None-0. 183 (Director Cantrell was absent.) President Cobb offered the following resolution: "A RESOLUTION authorizing Greater Roanoke Transit Company to execute a purchase contract to purchase five (5) replacement complimentary paratransit vans in compliance with Federal Transit Administration (FTA) Circular 5010.1E; 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 Light moved the adoption of the resolution. The motion was seconded by Director Michalski-Karney. Following explanation by the General Manager about the purchase of paratransit vans in compliance with FTA, the Resolution was adopted by the following vote: AYES: Directors D'Ardenne, Davis, Light, Michalski-Karney, Sanchez- Jones and President Cobb-6. NAYS: None-0. .WW (Director Cantrell was absent.) Vice-President Sanchez-Jones offered the following resolution: "A RESOLUTION approving the execution, delivery and performance, by the Greater Roanoke Transit Company (GRTC) of an Amendment No. 4 to the First Reinstated Agreement for the Exchange of Real Estate between the City of Roanoke, Virginia and GRTC dated September 17, 2019 ("Agreement") to provide for (i) the sale and transfer of the GRTC Relocation Parcels, as described below, to GRTC from the City of Roanoke, Virginia ("City"), and (ii) the acquisition of Campbell Court, as described below, by the City from GRTC; authorizing the President and General Manager of GRTC to execute the Amendment No. 4; and authorizing the President and/or General Manager to execute such further documents and take such further actions as may be necessary to accomplish the sale of real property and the acquisition of real property." Vice-President Sanchez-Jones moved the adoption of the resolution. The motion was seconded by Director D'Ardenne. Following comments by the General Manager, the Resolution was adopted by the following vote: 184 AYES: Directors D'Ardenne, Davis, Light, Michalski-Karney, Sanchez- Jones and President Cobb-6. NAYS: None-0. (Director Cantrell was absent.) Director Davis offered the following resolution: "A RESOLUTION authorizing Greater Roanoke Transit Company to execute a construction administration contract needed to assist with construction administration for a new transfer facility and associated construction requirements; 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 Davis moved the adoption of the resolution. The motion was seconded by Director Michalski-Karney. Following brief explanation by the General Manager, the Resolution was adopted by the following vote: AYES: Directors D'Ardenne, Davis, Light, Michalski-Karney, Sanchez- Jones and President Cobb-6. NAYS: None-0. (Director Cantrell was absent.) Vice-President Sanchez-Jones offered the following resolution: "A RESOLUTION authorizing Greater Roanoke Transit Company to execute a purchase contract to purchase a Digital Radio Communication System; 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." Vice-President Sanchez-Jones moved the adoption of the resolution. The motion was seconded by Director Davis. The General Manager advised the Board with regard to the purchase contract and the Digital Radio Communication System and the Resolution was adopted by the following vote: _ AYES: Directors D'Ardenne, Davis, Light, Michalski-Karney, Sanchez- Jones and President Cobb-6. 185 NAYS: None-0. (Director Cantrell was absent.) OTHER BUSINESS: There was no additional business brought before the Board; however, the General Manager stated support from the Board of Directors was essential during the upcoming transition and construction of the new transportation facility. He promised to communicate openly and frequently with the Board of Directors during this period. NEXT MEETING: President Cobb announced that the next GRTC Board would be on Monday, November 15, 2021 at 12:30 p.m., in the EOC Conference Room. There being no further business, the President declared the regular meeting adjourned at 1:20 p.m. APPROVED: ATTEST: Joseph L. obb Cecelia F. McCoy President Secretary 186 GREATER ROANOKE TRANSIT COMPANY November 15, 2021 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, November 15 at 12:30 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 Anne W. Cantrell, Dwayne D'Ardenne, Kathleen Davis, Karen Michalski-Karney, Vice-President Vivian Sanchez-Jones and President Joseph L. Cobb-6. ABSENT: Director H. Robert Light - 1. Also present were Robert S. Cowell, Jr., Vice President of Operations; W. Brent Robertson, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy, Secretary; Timothy Spencer, General Counsel; Laura Carini, Senior Assistant City Attorney; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, September 20, 2021, 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 Update dated Monday, November 15, 2021, with regard to the following items: • Downtown Transit Transfer Center Construction -UPDATE • Transit Onboard Passenger Limit Increase • Post-COVID Transit Passenger Survey • TPAC Meeting Update • GRTC Ridership Update (See Management Update on file in the Secretary's Office.) The General Manager reported MB Construction was given the official Notice to Proceed on September 21, 2021. He reported all construction related 187 activities are on schedule and anticipated completion the summer of 2023. Following Mr. Price's report, President Cobb asked Mr. Price to share with the woo Board the layout of the facility, Director Michalski-Karney asked about notification to passengers, and Vice-President Sanchez-Jones inquired about shelter during the transition. Mr. Price replied acceptably to all inquiries. With regard to the Transit Onboard Passenger Limit Increase, Valley Metro modified the passenger limit on board all Valley Metro transit services to 100% seated capacity effective Thursday, October 14, 2021. Mr. Price advised GRTC will be conducting a "post-COVID19" ridership survey and passengers will be able to complete online by scanning a QR code or visiting the Valley Metro website or complete a written survey to be submitted at the Campbell Court Transfer Center or the Valley Metro Administrative Building. This survey will gauge passengers experience during the pandemic. Director Cantrell asked that the survey be sent to her. Director Michalski-Karney asked about using the survey as a recruitment vehicle. Director Davis asked that the survey include questions about what obstacles hindered passengers from riding. With regard to the TPAC Meeting Update, Mr. Price reported a virtual meeting was held on October 14, 2021 in which a system ridership update, transfer center construction update, bus stop improvement update, and staff recruitment update were the topics of discussion. The General Manager informed the Board on GRTC Ridership Update advising the ridership remains steady. Mr. Price advised that ridership is staying close to 40% and is remaining consistent at this time. Following comments, Director Sanchez-Jones requested a copy of the GRTC FY22 Operating Budget. (The General Manager provided a copy of the Operating Budget to the Board of Directors of Officers on Monday, November 22, 2021). In conclusion, President Cobb advised that the Management Update report would be received and filed. Director Michalski-Karney offered the following resolution to repeal and replace the FY21-22 Meeting Schedule adopted June 21, 2021: "A RESOLUTION ESTABLISHING A SPECIFIC MEETING SCHEDULE FOR THE BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY (GRTC)." Director Michalski-Karney moved the adoption of the resolution. The motion was seconded by Director Sanchez-Jones. The Resolution was adopted by the following vote: 188 AYES: Directors Cantrell, D'Ardenne, Davis, Michalski-Karney, Sanchez- Jones and President Cobb-6. NAYS: None-0. (Director Light was absent.) OTHER BUSINESS: Director Kathleen Davis announced her resignation from the GRTC Board of Directors effective November 30, 2021. President Cobb and Board Members offered congratulations to Director Davis and wished her well in her future endeavors. General Manager Kevin Price informed the Board that the Project Manager from MB Construction who is constructing the new Downtown Transit Transfer Center would attend the next GRTC Board of Directors meeting in January. NEXT MEETING: President Cobb announced that the next GRTC Board would be on Tuesday, January 18, 2022 at 12:30 p.m., in the EOC Conference Room. There being no further business, the President declared the regular meeting adjourned at 1:08 p.m. APPROVED: ATTEST: C - �' JOJ190e L. bb Cecelia F. McCoy President Secretary 189 GREATER ROANOKE TRANSIT COMPANY January 18, 2022 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Tuesday, January 18 at 12:30 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 H. Robert Light, Karen Michalski-Karney (by electronic communications), Vice-President Vivian Sanchez-Jones and President Joseph L. Cobb-4. ABSENT: Directors Anne Cantrell and Dwayne D'Ardenne-2. Also present were Robert S. Cowell, Jr., Vice President of Operations; W. Brent Robertson, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy, Secretary; Timothy Spencer, General Counsel; Laura Carini, Senior Assistant City Attorney; Drew Harmon, Auditor; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb received notification that Director Karen Michalski-Karney was unable to attend today's Board of Directors Meeting due to inclement weather and requested approval to allow remote participation by electronic communication means. President Cobb made a motion to allow Ms. Michalski- Karney to participate by phone. The motion was seconded by Vice-President Sanchez-Jones and unanimously approved by the Board. President Cobb declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, November 15, 2021, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: A communication advising of the resignation of Kathleen "Katie" Davis as a City Staff Representative of the Greater Roanoke Transit Company, Board of amw Directors, effective November 30, 2021. President Cobb advised a new director would be determined for consideration at the March 21, 2022 meeting. 190 GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Tuesday, January 18, 2022, with regard to the following items: • Downtown Transit Transfer Center Construction — Update • Transit Marketing Plan Review • "Post COVID" Survey Results — Preliminary • TPAC Meeting Update • GRTC Ridership Update (See Management Update on file in the Secretary's Office.) With regard to the Downtown Transit Transfer Center construction, the General Manager advised that GRTC management were pleased to report that the construction of the new Downtown Transit Center remains on schedule with no unexpected delays. He introduced Jackie Mayrosh, Structural Engineer and Project Manager with Spectrum Design and overseer of the new Transfer Center. President Cobb asked Ms. Mayrosh to update the Board with regard to the construction process and anticipated completion date; wherein, Ms. Mayrosh shared pertinent information regarding the project and projected completion date. The General Manager shared that Valley Metro would be conducting on-site transit vehicle maneuver testing to determine the safest and most efficient way to deliver a pleasant transit passenger experience while in the temporary configuration. Mr. Price shared updated route maps and general transit information points of emphasis are being developed. President Cobb inquired about concerns of the Virginia Museum of Transportation; wherein, Mr. Price indicated he had been in contact with Museum representatives regarding signage and kiosk and advised there would be opportunities for additional collaboration. Mr. Price also briefed the Board with regard to Greyhound Bus, advised that Greyhound Bus was sold and has changed to a bus stop only. Greyhound would no longer provide a brick and mortar building and would be using a kiosk for business. The location of the kiosk is to be determined. The General Manager asked the Board for suggestions about the terminology used as the new Transfer Center is under construction; renaming the new Transfer Center from Campbell Court Transportation Center to "3rd Street Station." He was open to additional suggestions. i Mr. Price shared information regarding the Transit Marketing Plan for 2022 that has been prepared by 5 Points Creative that will serve as guide to re- introduce Valley Metro to the community; providing information about exciting 191 new projects such as the VMGO expansion, new Transit Transfer Center, and all. electric buses added to the fleet. The General Manager reported Valley Metro conducted a "Post-COVID" Transit Passenger Survey, which was included with the GRTC Board Packet. He has happy to report passengers were satisfied with the service and looking forward to the completion of the new transit center. Mr. Price gave a brief update with regard to the November 11, 2021 TPAC meeting and advised that staff responded to questions from TPAC members. With regard to the GRTC Ridership Update, Mr. Price highlighted the months of November and December indicated increased ridership and hoped this positive trend continues. Regarding the Financial Reports/Audit Update, Mr. Price gave a verbal update stating the GRTC/Valley Metro was in a very good position to date and thanked Amelia Merchant, GRTC Treasurer, and her team for their support. Amelia advised that she would be scheduling a meeting with the Audit Committee in the upcoming week. Drew Harmon, Auditor, confirmed a meeting would be scheduled in the upcoming week. President Cobb requested the GRTC Financial Report be included in the Audit Packet. In conclusion, President Cobb advised that the Management Update report would be received and filed. Director Michalski-Karney offered the following resolution to authorize purchase of Three All Electric Transit Buses: "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 three (3) Low Floor All-Electric replacement buses in compliance with Federal Transit Administration (FTA) Circular 5010.1E, in an amount not to exceed the available grant funds 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 Michalski-Karney moved the adoption of the resolution. The motion was seconded by Director Sanchez-Jones. The Resolution was adopted by the following vote: 192 _ AYES: Directors Light, Michalski-Karney, Sanchez-Jones and President Cobb-4. NAYS: None-0. (Directors Cantrell and D'Ardenne were absent.) President Cobb offered the following resolution to authorize filing for Federal Transit Administration (FTA) Operating/Capital Financial Assistance and Commonwealth of Virginia Operating/Capital Assistance for Fiscal Year 2022 — 2023. "A RESOLUTION authorizing the filing of applications with the Federal Transit Administration ("FTA") and the Commonwealth of Virginia Department of Rail and Public Transportation ("DRPT"), for Fiscal Year 2022-2023." Director Sanchez-Jones moved the adoption of the resolution. The motion was seconded by Director Light. The Resolution was adopted by the following vote: AYES: Directors Light, Michalski-Karney, Sanchez-Jones and President Cobb-4. NAYS: None-0. (Directors Cantrell and D'Ardenne were absent.) President Cobb offered the following resolution to authorize Amendment No. 5 to First Reinstated Agreement for the Exchange of Real Estate between the City of Roanoke, Virginia and Greater Roanoke Transit Company dated September 17, 2019: "A RESOLUTION approving the execution, delivery and performance by the Greater Roanoke Transit Company (GRTC) of an Amendment No. 5 to the First Reinstated Agreement for the Exchange of Real Estate between the City of Roanoke Virginia and GRTC dated September 17, 2019 ("Agreement") to provide for (i) the sale and transfer of the GRTC relocation parcels as described below, to Greater Roanoke Transit Company ("GRTCV") from the City of Roanoke, Virginia ("City") and (ii)the acquisition of Campbell Court, as described below by the city from GERTC; authorizing the President and General Manager of GRTC to execute the Amendment No. 5 to the First Reinstated Agreement for the Exchange of Real Estate between the City and GRTC; and authorizing the President and/or General _ Manager to execute such further documents and take such further actions as may be necessary to accomplish the sale of real property and the acquisition of real property." 193 Director Michalski-Karney moved the adoption of the resolution. The motion was seconded by Director Light. The Resolution was adopted by the following vote: AYES: Directors Light, Michalski-Karney, Sanchez-Jones and President Cobb-4. NAYS: None-0. (Directors Cantrell and D'Ardenne were absent.) OTHER BUSINESS: The General Manager thanked the City of Roanoke, specifically Director Dwayne D'Ardenne, Manager of Transportation, for snow removal efforts during the weekend snow event (January 15-17). Director Light has identified a TPAC person of interest from the City of Salem. He indicated he would forward the recommendation to the General Manager for TPAC consideration. President Cobb recommended an on-sight visit to the new downtown Transit Transfer Center that is under construction; before or following the next mom GRTC Board of Directors meeting on March 21, 2022. General Manager Price informed the Board that the Project Manager from MB Construction and contractor for the new Downtown Transit Transfer Center anticipated attending the next GRTC Board of Directors meeting in March. NEXT MEETING: President Cobb announced that the next GRTC Board would be on Monday, March 21, 2022 at 12:30 p.m., in the EOC Conference Room. There being no further business, the President declared the regular meeting adjourned at 1:24 p.m. APPROVED: ATTEST: a6_� Y&"e6y"J seph L. obb Cecelia F. McCoy President Secretary 194 GREATER ROANOKE TRANSIT COMPANY March 21, 2022 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was held on Monday, March 21, 2022, beginning with a tour at the Third Street Station, 325 Salem Avenue, S. W., at 12:30 p.m., of the new downtown transit transfer center construction site. Thereafter, the meeting was called to order 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 Dwayne D'Ardenne, H. Robert Light, Karen Michalski- Karney, Vice-President Vivian Sanchez-Jones and President Joseph L. Cobb-5. ABSENT: None. Also present were Robert S. Cowell, Jr., Vice President of Operations; W. Brent Robertson, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy, Secretary; Timothy Spencer, General Counsel; Laura Carini, Senior Assistant City Attorney; Kevin L. Price, General Manager, —' Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. • The following individuals were present at the Third Street Station tour: ➢ Board Representatives: ■ President Joseph L. Cobb • Vice-President Vivian Sanchez-Jones ■ Karen Michalski-Karney ■ Paul Workman • D'Wayne D'Ardenne ■ Robert Light ■ Nathan McClung ➢ Staff Representatives: ■ Timothy Spencer ■ Laura Carini ■ Ron Parker ■ Kevin Price, General Manager ■ Bob Cowell • Brent Robertson ➢ Project Administrators: ■ Jackie Mayrosh, Project Manager, Spectrum ■ Nathan Harper, Spectrum 195 The meeting reconvened in the EOC Conference Room at 1:00 p.m. President Cobb declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Tuesday, January 18, 2022, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: A communication advising of the resignation of Anne W. Cantrell as a Town of Vinton representative to the Greater Roanoke Transit Company, Board of Directors, effective February 17, 2022. Without objection, the resignation from Ms. Cantrell was accepted and communication was received and filed. ELECTION OF DIRECTORS: The Secretary advised that Article III, Directors of the By-Laws of the Greater Roanoke Transit Company, states any vacancy occurring among the Directors may be filled for any unexpired term created by the vacancy by election by majority of the directors. (For full text, see copy on file in the Secretary's Office.) Director Michalski-Karney placed the following name in nomination: Paul Workman as Director for an unexpired term of office of Director Kathleen "Katie" Davis, ending June 30, 2022. Director D'Ardenne seconded the motion placing the following name in nomination: Paul Workman to fill the unexpired term of office of Director Kathleen "Katie" Davis ending June 30, 2022. There being no further nominations, Paul Workman was appointed as Director of Greater Roanoke Transit Company for an unexpired term of office of Director Kathleen "Katie" Davis ending June 30, 2022 by the following vote: FOR MR. WORKMAN: Directors D'Ardenne, Light, Michalski-Karney, Sanchez-Jones, and President Cobb-5. Director D'Ardenne placed the following name in nomination: Nathan McClung as Director for an unexpired term of office of Director Anne W. Cantrell, ending June 30, 2022. 196 Director Michalski-Karney seconded the motion placing the following name in nomination: Nathan McClung as Director to fill the unexpired term of office of Anne W. Cantrell, ending June 30, 2022. There being no further nominations, Nathan McClung was appointed as Director of Greater Roanoke Transit Company for an unexpired term of office of Anne W. Cantrell ending June 30, 2022, by the following vote: FOR MR. MCCLUNG: Directors D'Ardenne, Light, Michalski-Karney, Sanchez-Jones, and President Cobb-5. GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Monday, March 21, 2022, with regard to the following items: Planning and Special Projects: a. TPAC Meeting Update b. GRTC Ridership Update (See Management Update on file in the Secretary's Office.) With regard to the TPAC Meeting Update, on February 10, 2022, the committee held a virtual meeting via GoToMeeting. The General Manager reported the following topics were discussed: a system ridership update, transfer center construction update, bus stop improvement update, and staff recruitment update. He also reported that Nathan Sanford, Executive Director at RADAR was a guest at the meeting. The General Manager shared information regarding GRTC ridership. He compared ridership against COVID statistics; ridership updates were shared noting fixed-route ridership remained level, STAR and Smart Way ridership increased. February revealed an increase of 11.4% and Mr. Price noted that the company still has a ways to go to recover. FINANCIAL REPORTS/AUDIT UPDATE: With regard to the Financial Reports/Audit Update, the General Manager deferred his remarks and audit findings to Chris Banta, CPA, CFE, Brown, Edwards & Company, LLP, Audit Partner. (See Financial Report on file in the Secretary's Office.) Mr. Banta gave an extensive audit report stating that in the opinion of Brown, Edwards & Company, the financial statements present fairly, in all material respects, the respective financial position of the Company, as of June 197 30, 2021 and 2020, ended in accordance with accounting principles p generally accepted in the United States of America. He stated the Company received a "clean opinion." Mr. Banta continued review of Statements of Net Position and Notes to Basic Financial Statements. He noted an error of $187,974 in this year's FTA/Commonwealth of Virginia Funding. As it relates to the Schedule of Expenditures of Federal Awards, Mr. Banta noted operating funding, Grand Total Federal Financial Assistance was up $10,651,545, and stated he did not expect to see an increase every year. Mr. Banta reported a clean unmodified opinion and no findings with Federal Awards. Following Mr. Banta's extensive reporting, President Cobb thanked Mr. Banta and the financial team for the information and advised the Annual External Audit Presentation would be received and filed. AUTHORIZATION TO PURCHASE FOUR REPLACEMENT OVER THE ROAD COACHES: The General Manager submitted a written report requesting authorization the purchase of four (4) replacement Over the Road replacement coaches in accordance with Sections 2a and 2e of the GRTC November 15, 2010 Board Resolution and FTA/Virginia Public Procurement Act requirements. (For full text, see report on file in the Secretary's Office.) Director Sanchez-Jones offered the following resolution to authorize purchase of four replacement Over the Road Coaches: "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 four (4) Replacement Over the Road Coaches in compliance with Federal Transit Administration (FTA) Circular 5010.1E, in an amount not to exceed the available grant funds 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 Sanchez-Jones moved the adoption of the resolution. The motion was seconded by Director Michalski-Karney. The Resolution was adopted by the following vote: AYES: Directors D'Ardenne, Light, Michalski-Karney, Sanchez-Jones and President Cobb-5. 198 _ NAYS: None-0. APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager requested the appointment of two members of the Board of the Greater Roanoke Transit Company and two officers of the Greater Roanoke Transit Company to serve as the Fiscal Year 2022 — 2023 Budget Review Committee to review the proposed budget. Director Light placed in nomination the names by title of President Joseph L. Cobb, Director-elect Paul Workman as members of the Board of the Greater Roanoke Transit Company and Treasurer, Amelia Merchant, and Assistant Vice-President of Operations, Brent Robertson, as officers of the Greater Roanoke Transit Company as representatives on the FY2022-2023 Budget Review Committee. There being no further nominations, President Cobb, Mr. Workman, Ms. Merchant, and Mr. Robertson were appointed to serve as members of the Fiscal Year 2022 —2023 Budget Review Committee, by the following vote: AYES: Directors D'Ardenne, Light, Michalski-Karney, Sanchez-Jones, and President Cobb-5. NAYS: None-0. OTHER BUSINESS: None. NEXT MEETING: President Cobb announced that the next GRTC Board would be on Monday, May 16, 2022 at 12:30 p.m., in the EOC Conference Room. There being no further business, the President declared the regular meeting adjourned at 1:36 p.m. APPROVED: ATTEST: J_- mch�f lam/�`�' JJsMe p h L.�obb Cecelia F. McCoy President Secretary 199 GREATER ROANOKE TRANSIT COMPANY May 16, 2022 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, May 16 at 12:30 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 Dwayne D'Ardenne, Nathan McClung, Karen Michalski-Karney, Vice-President Vivian Sanchez-Jones, Paul Workman and President Joseph L. Cobb -6. ABSENT: Directors H. Robert Light -1. President Cobb declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, March 21, 2022, 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 a presentation on the following items: • FY 2022 - 2023 Budget Presentation • ARPA Funded Projects • "MetroFLEX" • Management Report Items (See Management Presentations on file in the Secretary's Office.) With regard to the Greater Roanoke Transit Company FY 2022 — 2023 Budget, the General Manager reported there is a total budget of $12,142,932, which is an increase of 3% and service levels remains at the current service levels. He stated passenger revenue had a 14% increase that aligns with revenue trend. Other revenue decreased by $20,550; State Revenue equaled $3,125,271 and Federal Revenue totaled $5,258,958. He said there was no change in purchased service cost methodology. ftwo Regarding Expenses, Mr. Price noted employee Fringe Benefits were down; updated the Board on the status of Services expansion of VMGO to fixed route 200 service, new financial software su ` 5% increase in employee wages.po�training, Paratransit increase of 5%, and a Vice-President Mr. Price shared h -Jones inquired was $14.98 and the highest was $19.20 per hour. ed t regarding current employee wages; wherein, he minimum wage Mr. Price updated the Board on the new Transit Transfer Center construction schedule, noting Phase II will begin in Fall 2022 and final completion is anticipated in Summer/Fall 2023. He was elated to report the purchase of three clean diesel buses, three electric buses, and four commuter (Smart Way) coaches. Mr. Price acknowledged that the bus replacements were funded by the State of Virginia. With regard to ARPA funded projects, the General Manager shared information about the micro-transit service (MetroFlex), and potential locations of bus shelters. Vice-President Sanchez-Jones inquired about bus services to other localities such as Rocky Mount and Botetourt County; whereby, Mr. Price said the company would not provide out of town services at this time. Director Michalski-Karney inquired about the progress of a bus shelter at Walmart/Valley View Mall; Mr. Price had no new additional information, but noted this shelter would be first on the list. With regard to Management Report Items, Mr. Price highlighted Roanoke College; advising arrangements had been made with the college to provide rides to Roanoke College students. He announced the Virginia Transit Association Annual Conference would be held at the Berglund Center on June 1-2; andav an update on ridership for February, March, and April. g e EXTERNAL AUDIT PRESENTATION: Chris Banta, Partner, Brown Edwards CPA gave the Board a briefing on the FY 2022 General Audit Plan and highlighted the following (by electronic communication): (See full presentation on file in the Secretary's office). • Audit Plan o Brown Edwards will perform a full scope audit of Greater Roanoke Transit Company in accordance with audit standards generall accepted in the United States; Governmental Auditing S anda dsy and the Uniform Guidance. • Audit Objectives o The objective of our audit will be the expression of an opinion on the fairness with which the financial position and results of operations in conformity with accounting princes generally accept in the United states. o Timely issuance and completion of audit. 201 • Audit Approach o Planning o Interim Field Work o Final Field Work • Significant Audit Areas o Capital assets o Grant revenues and receivables o Federal compliance o Commitments and contingencies o Follow upon findings from prior year • Single Audit Testing o Due to the internal control weaknesses and significant findings in 2020 and 2021, GRTC continues to be considered a not "low risk" auditee. Brown Edwards plan to test 40% of total federal awards for the next year. o Based on prior year expenditure trends, Brown Edwards have performed a preliminary major program determination. o Major programs selected for testing: ➢ Federal Transit Cluster — including both operating and capital assistance; COVID funding; will be well over 80% of total expenditures. o Risk assessment will be elevated due to findings in prior year. • Tentative Schedule • Questions A RESOLUTION REQUESTING ADOPTION OF THE GREATER ROANOKE TRANSIT COMPANY FISCAL YEAR 2022 — 2023 OPERATING BUDGET: The General Manager submitted a written report requesting approval of Fiscal Year 2022-2023 Budget for Greater Roanoke Transit Company. (For full text, see report on file in the Secretary's Office.) Director D'Ardenne offered the following resolution: "A Resolution Approving a Fiscal Year 2022-2023 Budget for Greater Roanoke Transit Company." (For full text, see Resolution on file in the Secretary's Office.) Director D'Ardenne moved the adoption of the Resolution. The motion was seconded by Director Workman and adopted by the following vote: AYES: Directors D'Ardenne, McClung, Michalski-Karney, Sanchez-Jones, Workman, and President Cobb-6. NAYS: None-0. (Director Light was absent.) 202 - AUTHORIZATION TO PURCHASE EQUIPMENT AND INSTALL FOR REAL- TIME TRANSIT PASSENGER INFORMATION PROJECT (VMGO) – PHASE II – AMENDMENT NO. 3: The General Manager submitted a written report requesting authorization to purchase equipment and install for real-time transit passenger information project (VMGO) – Phase II – Amendment No. 3. (For full text, see report on file in the Secretary's Office.) Director Michalski-Karney offered the following resolution: "A RESOLUTION authorizing Greater Roanoke Transit Company (GRTC) to execute an Amendment No. 3 to the contract to purchase and install Real-time Transit Passenger Information Equipment, 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." (For full text, see Resolution on file in the Secretary's Office.) Director Michalski-Karney moved the adoption of the Resolution. The — motion was seconded by Director Workman and adopted by the following vote: AYES: Directors D'Ardenne, McClung, Michalski-Karney, Sanchez-Jones, Workman, and President Cobb-6. NAYS: None-0. (Director Light was absent.) OTHER BUSINESS: None. NEXT MEETING: President Cobb announced that the next GRTC Board would be on Tuesday, June 21, 2022 at 1:45 p.m., in the Council Conference Room. There being no further business, the President declared the regular meeting adjourned at 1:25 p.m. APPROVED: ATTEST: Jseph L. obb Cecelia F. McCoy President Secretary 203 w GREATER ROANOKE TRANSIT COMPANY June 21, 2022 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Tuesday, June 21, 2022 at 1:45 p.m., in the City Council Conference Room, Room 451, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia. PRESENT: Directors Dwayne D'Ardenne, H. Robert Light, Nathan McClung, Paul Workman, Vice-President Vivian Sanchez-Jones and President Joseph L. Cobb-6. ABSENT: Director Karen Michalski-Karney-1. Also present were Robert S. Cowell, Jr., Vice President of Operations; W. Brent Robertson, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy; Secretary; Timothy R. Spencer, General Counsel and Registered Agent; Laura M. Carini, Assistant General Counsel; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, May 16, 2022, 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 THE 2022 - 2023 FISCAL YEAR: The General Manager submitted a written report recommending adoption of the Board of Directors' Meeting Schedule for Fiscal Year 2022 - 2023. (For full text, see copy of report on file in the Secretary's Office.) Director D'Ardenne offered the following resolution approving the GRTC Board of Directors' meeting schedule for the 2022 —2023 Fiscal Year: "A RESOLUTION ESTABLISHING A SPECIFIC MEETING SCHEDULE FOR THE BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY (GRTC)". 204 (For full text, see resolution on file in the Secretary's Office.) Director D'Ardenne moved the adoption of the resolution. The motion was seconded by Director Light and adopted by the following vote: AYES: Directors D'Ardenne, Light, McClung, Workman, Vice-President Sanchez-Jones and President Cobb-6. NAYS: None-0. (Director Michalski-Karney was absent.) General Manager Price called attention to the 2022 - 2023 meeting dates: Monday, July 18, 2022 (12:30 p.m.) Monday, September 19, 2022 (12:30 p.m.) Monday, November 21, 2022 (12:30 p.m.) Tuesday, January 17, 2023 (12:30 p.m.) Monday, March 20, 2023 (12:30 p.m.) Monday, May 15, 2023 (12:30 p.m.) Tuesday, June 20, 2023 (1:45 p.m.) — City Council Conference Room, Room 451) He noted the meeting scheduled for Monday, June 19, 2023 would be held on June 20, 2023, in observance of the Juneteenth holiday on June 19, 2023. OTHER BUSINESS: None. NEXT MEETING: President Cobb announced that the next GRTC Board of Directors meeting would be on Monday, July 18, 2022, at 12:30 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:47 p.m. APPROVED: ATTEST: Joseph L. obb Cecelia F. McCoy President Secretary 205 GREATER ROANOKE TRANSIT COMPANY July 18, 2022 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, July 18, 2022 at 12:30 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 Dwayne D'Ardenne, Nathan McClung, Karen Michalski- Karney, Vice-President Vivian Sanchez-Jones, Paul Workman and President Joseph L. Cobb-6. ABSENT: Director H. Robert Light -1. Also present were Robert S. Cowell, Jr., Vice President of Operations; Cecelia F. McCoy; Secretary; Timothy R. Spencer, General Counsel and Registered Agent; Laura M. Carini, Assistant General Counsel; Dawn H. Mullins, Assistant Municipal Auditor; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro and Andrew Keen, Director of Finance, representative and appointee from the Town of Vinton. NOW Others present were representatives from Bus Riders of Roanoke Advocacy Group (B.R.R.A.G.), TPAC Committee, and Council Member Anita J. Price. President Cobb declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, June 21, 2022,would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: A communication dated June 22, 2022 advising of the appointment of Andrew Keen as the Town of Vinton representative of the Greater Roanoke Transit Company, Board of Directors, replacing Director Nathan McClung. Director Michalski-Karney placed the following name in nomination: Andrew Keen as Director to fill the unexpired term of office of Director Nathan McClung, ending June 30, 2023. 206 Director D'Ardenne seconded the motion, placing the following name in nomination: Andrew Keen to fill the unexpired term of office of Director Nathan McClung ending June 30, 2023. There being no further nominations, Andrew Keen was appointed as Director of Greater Roanoke Transit Company to fill the unexpired term of office of Director Nathan McClung ending June 30, 2023 by the following vote: FOR MR. KEEN: Directors D'Ardenne, Michalski-Karney, Sanchez-Jones, Workman and President Cobb-5. (Director Light was absent and Director McClung did not vote, due to no submission of Oath of Office.) ELECTION OF OFFICERS: The Secretary submitted a written report advising that Article V. Officers, off The By-Laws of the Greater Roanoke Transit Company, provides that the Board Of Directors shall 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 deems 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. President Cobb opened the floor is open for nominations for the following slate of officers: President, Vice-President, Vice-President of Operations, Assistant Vice-President of Operations, Secretary, Assistant Secretary, Treasurer, and General Counsel. Director D'Ardenne placed the following names in nomination: Council Member Joseph L. Cobb as President; Council Member Vivian Sanchez-Jones as Vice-President; Robert S. Cowell, Jr., City Manager as Vice-President of Operations; W. Brent Robertson, Assistant City Manager for Community Development/Chief Financial Officer as Assistant Vice-President of Operations; Cecelia F. Mccoy, City Clerk as Secretary; Cecelia T. Webb, Deputy City Clerk as Assistant Secretary; Amelia Merchant, Deputy Director of Finance as Treasurer; and Timothy R. Spencer, City Attorney as General Counsel. There being no further nominations, the following persons was appointed/reappointed as officers of the Greater Roanoke Transit Company for terms of one-year, each, ending June 30, 2023. FOR COUNCIL MEMBERS COBB AND SANCHEZ-JONES, CITY MANAGER COWELL, ASSISTANT CITY MANAGER ROBERTSON, CITY CLERK MCCOY, DEPUTY CITY CLERK WEBB, DEPUTY DIRECTOR OF FINANCE MERCHANT, AND CITY ATTORNEY SPENCER: Directors D'Ardenne, Michalski-Karney, Sanchez- Jones, Workman, and President Cobb-5. 207 (Director Light was absent and Director McClung did not vote, due to no submission of Oath of Office.) GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated July 18, 2022, with regard to the following items: • Downtown Transit Center Construction Update • Transit Union Negotiations • TPAC Meeting Update (See Management Update on file in the Secretary's Office.) General Manager Price gave an update with regard to an update on the Downtown Transit Center Construction advising construction remains on schedule with no anticipated delays. He added Phase I of the project is nearing completion and Phase II would be implemented in October 2022. Phase II would involve the transfer of Valley Metro operations to the new facility, along with a new temporary passenger boarding configuration; and removal of the temporary trailers and the current passenger waiting area will be demolished for construction of the second passenger waiting area and canopy system. With regard to the Transit Union negotiations, Mr. Price shared management and the Amalgamated Transit Union (ATU) 1493 began labor contract negotiations and first round of negotiations ended on Wednesday, June 29, 2022; the ATU signed a labor contract extension agreement and while talks continue. Mr. Price gave a TPAC Meeting Update noting that TPAC held a virtual meeting via GoToMeeting on June 9, 2022 in which Valley Metro's compliant form/process, transfer center construction update, VMGO Phase II update, and transit ridership update were the topics discussed. (See the TPAC meeting minutes on file in the Secretary's Office.) In conclusion, the General Manager gave the GRTC Ridership Update remarking ridership is recovering from the COVID Pandemic and ridership currently has rebounded to approximately five thousand riders. Ron Parker, Assistant General Manager, made a presentation highlighting the new VMGO Rider Application that synchronize Valley Metro bus routes and disseminate current information and messages for riders. w 208 OTHER BUSINESS: —' President Cobb asked for an update on the following: (Council Member Anita J. Price entered the meeting at 1:02 p.m.) Status of the Electric Bus purchases the General Manager responded the buses is anticipated to be received in approximately 22 months due to the impact of COVID-19 and modernization of charging infrastructure/charging stations. MetroPlex Update - Mr. Price stated it would be published late summer or early fall. Hiring/Recruitment/Internships - Mr. Price informed the Board that Valley Metro is current down 25 operators. The system currently requires 81 operators to function effectively on a daily basis. Mr. Cobb inquired regarding incentives such as Rotech training, CDL licensure, and internship availability. Mr. Price confirmed these opportunities had been explored and implemented. Dawn Mullins, Assistant Municipal Auditor, informed the Board that the Audit Committee would provide an Audit Update to the Board within the next few weeks. NEXT MEETING: President Cobb announced the next GRTC Board of Directors meeting would be held on Monday, September 19, 2022 at 12:30 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:28 p.m. APPROVED: ATTEST: "t-- &464'�' ".4" . 'L/_ 1 Joseph L. Cobb Cecelia F. McCoy President Secretary 209 GREATER ROANOKE TRANSIT COMPANY September 19, 2022 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, September 19, 2022 at 12:30 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 Dwayne D'Ardenne, Andrew Keen, H. Robert Light, Karen Michalski-Karney (via conference phone), Paul Workman, and President Joseph L. Cobb-6. ABSENT: Vice-President Vivian Sanchez-Jones-1. Also present were Amelia C. Merchant, Treasurer; Cecelia T. Webb; Assistant Secretary; Timothy R. Spencer, General Counsel and Registered Agent; Laura M. Carini, Assistant General Counsel; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. Secretary McCoy received notification that Director Karen Michalski-Karney was unable to attend the Board of Directors meeting due to health concerns and requested approval to allow remote participation by electronic communication means. Director D'Ardenne made a motion to allow Ms. Michalski-Karney to participate by phone. The motion was seconded by Director Workman and unanimously approved by the Board. President Cobb declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, July 18, 2022, 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 Update dated Monday, September 19, 2022, with regard to the following items: Management Update: • Downtown Transit Center Construction Update • Transit COVID Study - FTA • TPAC Meeting Update • Finance Department/External Audit • GRTC Ridership Update 210 (See Management Presentations on file in the Secretary's Office.) _ With regard to the Downtown Transit Transfer Center construction, the General Manager advised of substantial amount of progress. He further reported concrete work had been completed on 3rd Street, including sidewalks, etc. and advised the next phase of the project, which involves having operations and physical entry into the building is near. He reported ten buses would receive passengers on the newly paved Third Street Station lot while six transit buses will be receiving passengers from a loading area on Salem. He stated Phase 2 and Phase 3 would be combined and was not prepared to provide a date for completion, but noted there were no delays to date. With regard to the Transit COVID Study — FTA, General Manager Price advised Valley Metro participated in a national study conducted by the Virginia Tech Transportation Institute sponsored by the FTA. The subject of the study was `FTA Standards Development Program: Transit Bus Operator Temporary Barrier to Reduce COVID-19 Exposure.' The study could be used to develop program standards regarding infectious diseases and vehicle air circulation to minimize exposures on-board a transit bus. President Cobb commended the Valley Metro staff for how well they handled the pandemic and ensuring that frontline workers arrive safely to work. The General Manager gave an update of the virtual TPAC meeting held on August 11, 2022 via GoToMeeting. Topics of discussion were Code of Conduct policies, transfer center construction update, VMGO Phase 2 update, and transit ridership update. Following the abovementioned update, President Cobb inquired about ROTEC in schools to include careers as transit operators and mechanics. With regard to update on GRTC Finance Department/External Audit, General Manager Price announced the hiring of a new Director of Finance, Bonnie White, who has over 50 years of experience in accounting, including experience in FTA. He stated the Department of Finance continues preparations toward a successful external audit to be conducted in late November 2022. Following additional dialogue from President Cobb regarding ridership in August 2022, inquiry from Director Workman regarding Fare Free time period, and request from Director D'Ardenne regarding 2019 data to compare before and after pandemic data, President Cobb advised that the Management Update report would be received and filed. Director D'Ardenne offered the following resolution to authorize purchase of equipment and install for Real-time Transit Passenger Information Project (VMGO) —Third Street Station: 211 "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 and install Real-time Transit Passenger Information System - Third Street Station Project 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." (For full text, see resolution on file in the Secretary's Office.) Director D'Ardenne moved the adoption of the resolution. The motion was seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors D'Ardenne, Keen, Light, Michalski-Karney, Workman, and President Cobb-6. NAYS: None-0. (Vice-President Sanchez-Jones was absent.) Director Light offered the following resolution to authorize the provision of Fare Free Election Day transit service on Tuesday, November 8, 2022: "A RESOLUTION approving and adopting Fare Free Election Day Service for Tuesday, November 8, 2022, for the Greater Roanoke Transit Company (GRTC) DBA Valley Metro; and authorizing the General Manager of GRTC to take appropriate action to implement such Fare Free Election Day Service for Tuesday, November 8, 2022." (For full text, see resolution on file in the Secretary's Office.) Director Light moved the adoption of the resolution. The motion was seconded by Director D'Ardenne and adopted by the following vote: AYES: Directors D'Ardenne, Keen, Light, Michalski-Karney, Workman, and President Cobb-6. NAYS: None-0. (Vice-President Sanchez-Jones was absent.) Director D'Ardenne offered the following resolution to authorize purchase of Phase 2 Motorola Radios and Equipment in accordance with FTA/Virginia Public Procurement Act requirements: "A RESOLUTION authorizing Greater Roanoke Transit Company's President, Vice- President of Operations, Assistant Vice-President of Operations 212 or General Manager or any combination of two of the four aforementioned — individuals for the issuance and execution of a contract amendment for Phase 2 - Sole Source of Motorola Radios and Equipment with Bearcom in a form approved by General Counsel, in accordance with FTA and Virginia Public Procurement Act regulations;" (For full text, see resolution on file in the Secretary's Office.) Director D'Ardenne moved the adoption of the resolution. The motion was seconded by Director Keen and adopted by the following vote: AYES: Directors D'Ardenne, Keen, Light, Michalski-Karney, Workman, and President Cobb-6. NAYS: None-0. (Vice-President Sanchez-Jones was absent.) Director D'Ardenne offered the following resolution to authorize Amendment No. 2 to contract with Spectrum Design, PC for A/E consulting fees for additional scope of work- new GRTC Transfer Center: "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 for the issuance and execution of a contract amendment for Additional Scope of Work - New Downtown Transit Center with Spectrum Design in a form approved by General Counsel, in accordance with FTA and Virginia Public Procurement Act regulations;" (For full text, see resolution on file in the Secretary's Office.) Director D'Ardenne moved the adoption of the resolution. The motion was seconded by Director Keen and adopted by the following vote: AYES: Directors D'Ardenne, Keen, Light, Michalski-Karney, Workman, and President Cobb-6. NAYS: None-0. (Vice-President Sanchez-Jones was absent.) OTHER BUSINESS: General Manager Price introduced Yvonne French, Valley Metro Bus Operator(in attendance) to the Board of Directors. 213 NEXT MEETING: President Cobb announced that the next GRTC Board of Directors meeting would be on Monday, November 21, 2022, at 12:30 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:08 p.m. APPROVED: A E qJep h L. C q Cecelia T. Webb President Assistant Secretary ... 214 GREATER ROANOKE TRANSIT COMPANY —' November 6, 2022 A special meeting of the Board of Directors of the Greater Roanoke Transit Company was held on Sunday, November 6, 2022, beginning with a tour at the Third Street Station, 325 Salem Avenue, S. W. The meeting was called to order at 2:00 p.m. pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Dwayne D'Ardenne, Paul Workman, Vice- President Vivian Sanchez-Jones and President Joseph L. Cobb-4. ABSENT: Directors Andrew Keen, H. Robert Light, and Karen Michalski-Karney-3. Also present were Cecelia F. McCoy, Secretary; Timothy Spencer, General Counsel; Laura Carini, Senior Assistant City Attorney; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb declared the existence of a quorum. The President stated the purpose of the special was to tour the Third Street Station Facilities. The General Manager acknowledged key individuals present who has contributed to the success of this project: • Sherman Stovall, former Deputy City Manager • Nathan Harper, AIA, Spectrum Design • Bob Yost, Vice-President-Operations, MB Contractors, Inc. • Bonnie White, Valley Metro, Finance Director • Tanya Boone, Valley Metro, Procurement • Sonya Wilson, Valley Metro, Safety Compliance Officer • Gary Bannister, Valley Metro, Technician II • Doug Thompson, Valley Metro, Transportation Operation • James Wood, IT Network Administrator OTHER BUSINESS: None. — NEXT MEETING: President Cobb announced that the next GRTC Board of Directors meeting would be held on Monday, November 21, 2022 at 12:30 p.m., in the EOC Conference Room. 215 There being no further business, the President declared the special meeting adjourned at 2:09 p.m. APPROVED: ATTEST: J seph L obb Cecelia F. McCoy President Secretary 216 GREATER ROANOKE TRANSIT COMPANY November 21, 2022 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, November 21, 2022 at 12:30 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 Dwayne D'Ardenne, Paul Workman, Vice- President Vivian Sanchez-Jones (arrived at 12:36 p.m.) and President Joseph L. Cobb-4. ABSENT: Directors Andrew Keen, H. Robert Light, and Karen Michalski-Karney-3. Also present were Cecelia F. McCoy, Secretary; Timothy Spencer, General Counsel; Bob Cowell, Vice-President of Operations; Amelia Merchant, Treasurer; W. Brent Robertson, Assistant Vice-President of Operations; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb declared there was not an existence of a quorum and continued with the meeting. MINUTES: Timothy Spencer, General Counsel, recommended the approval of the minutes of the regular meeting held on Monday, September 19, 2022, and Special Meeting held on Sunday, November 6, 2022 be delayed due to lack of quorum. (Vice-President Vivian Sanchez-Jones arrived following at 12:36 p.m.) (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 dated Monday, November 21, 2022, with regard to the following items: 217 Management Update: • Downtown Transit Center Construction Update • TPAC Meeting Update • Finance Department/External Audit • GRTC Ridership Update (See Management Presentations on file in the Secretary's Office.) With regard to the Downtown Transit Center Construction Update, General Manager Price advised that GRTC transitioned into Phase 2 of the Third Street Station Transit Transfer Center on Monday, November 14, 2022. He noted that 10 transit buses would receive passengers on the newly paved Third Street Station lot, while 6 transit buses would be receiving passengers from a loading area on Salem Avenue. (At this point, Vice-President Sanchez-Jones entered the meeting at 12:36 p.m.) Mr. Price noted there were safety measures that needed to be put in place for passenger stepdown on the platform system; the slip needed to be redesigned at the north canopy and temporary barriers were in place. President Cobb asked when would the safety measure to the slip be installed; wherein, the General Manager replied in approximately one week. Mr. Price stated the project completion is currently on pace for Spring 2023 (end of April or early May). With regard to the TPAC meeting held on October 13, 2022, Mr. Price advised the meeting was held virtually via Zoom. Transit route updates, transfer center construction update, and transit ridership updates were the primary topics discussed. (See TPAC Meeting Notes on file in the Secretary's Office.) Regarding the Finance Department/External Audit Update, the General Manager reported due to additional staff turnover in the Finance Department, available staff were to focus primarily on responses to federal spot reviews, scheduled state review, and information requests related to the annual external audit. He said GRTC has been successful in hiring additional accounting staff and the department is now fully staffed. Mr. Price briefly discussed the GRTC Ridership Update and shared current ridership trend was still up 10 percent. (See Ridership Comparison Chart on file in the Secretary's office.) OTHER BUSINESS: President Cobb announced the Board should ... anticipate riding a bus route at the January 17, 2023 meeting beginning at 12:00 noon. He also informed the Board of a possible Board Retreat to be held in March, 2023 to review goals and engage TPAC and advocacy 218 _ groups and celebrate the accomplishments of Valley Metro; this meeting would be held at a time other than the regular meeting time. At this point, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, September 19, 2022, and Special Meeting held on Sunday, November 6, 2022, would be dispensed with and approved as written. The approval of the Minutes was delayed due to not having a quorum at the start of the meeting. NEXT MEETING: President Cobb announced that the next GRTC Board of Directors meeting would be held on Monday, January 17, 2023 at 12:00 p.m., at the Third Street Station Transit Transfer Center for a bus ride on a route. There being no further business, the President declared the meeting adjourned at 1:05 p.m. APPROVED: ATTEST: - Jo eph L. b Cecelia F. McCoy President Secretary 219 GREATER ROANOKE TRANSIT COMPANY January 17, 2023 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Tuesday, January 17, 2023 at 12:00 p.m., at the Third Street Station, Transit Transfer Center, 325 Salem Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Directors Dwayne D'Ardenne (arrived late at 12:08 p.m.), Andrew Keen, Karen Michalski-Karney, Paul Workman, Vice-President Vivian Sanchez-Jones and President Joseph L. Cobb-6. ABSENT: Director H. Robert Light-1. Also present were Cecelia F. McCoy, Secretary; Timothy Spencer, General Counsel; Bob Cowell, Vice-President of Operations; Amelia Merchant, Treasurer; Laura Carini, Senior Assistant City Attorney; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb declared there was an existence of a quorum. Ism MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, November 21, 2022 would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) Director Workman offered the following resolution approving and adopting Fare Free Transit Equity Day Service for Saturday, February 4, 2023: "A RESOLUTION approving and adopting Fare Free Transit Equity Day Service for Saturday, February 4, 2023 for the Greater Transit Company (GRTC) DBA Valley Metro; and authorizing the General Manager of GRTC to take appropriate action to implement such Fare Free Transit Equity Day Service for Saturday, February 4, 2023." (For full text, see resolution on file in the Secretary's Office.) Director Workman moved the adoption of the resolution. The motion was seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors Keen, Michalski-Karney, Workman, Sanchez-Jones and President Cobb-5. NAYS: None-0. 220 (Director Light was absent and Director D'Ardenne arrived late at 12:08 p.m.) Following adoption of the aforementioned measure, Directors and Officers of the Greater Roanoke Transit Company proceeded to the bus ride-along tour; each participant assigned to varied bus routes. The tour for each route lasted approximately one hour and all reconvened at the Transit Center to continue the meeting. REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Tuesday, January 17, 2023, with regard to the following items: Management Update: • Downtown Transit Center Construction - Update • TPAC Meeting Update • Union Negotiations Update • VMGO • GRTC Ridership Update ._ (See Management Presentations on file in the Secretary's Office.) With regard to the Downtown Transit Center Construction Update, General Manager Price advised that GRTC transitioned into Phase 2 of the Third Street Station Transit Transfer Center construction project is well underway. The north side canopy is being erected and is approximately 55 to 60 percent complete. Safety stripping on the south canopy passenger waiting platform is in the process of being installed in order to mitigate the potential for any passenger falling incidences. With regard to the TPAC meeting held on November 10, 2022, Mr. Price advised the meeting was held virtually via Zoom. Transit route updates, transfer center construction update, and transit ridership updates were the primary topics discussed. (See TPAC Meeting Notes on file in the Secretary's Office.) Regarding the Union Negotiations Update, Mr. Price reported the SVTMC Management and representatives from the International Amalgamated Transit Union (ATU) met on January 10 and January 12, 2023, to resume labor contract negotiations, reach a tentative agreement, and final contract ratification. He advised he would update the Board as matters progress. 221 The General Manager reported the Real-time Transit Passenger Information app (VMGO) was fully launched on December 22, 2022. Passengers can now access the app on all Metro offered transit services and could potentially plan ...' trips ahead of time. He advised that additional RTPI access will be installed at the Third Street Station in April 2023. With regard to the Ridership Update, Mr. Price reported that Valley Metro has transitioned to counting people, as well as the fare. He said administration would be reviewing this data and now can statistically provide useful data. He advised the current GRTC ridership trend is up 10 percent monthly. Director Michalski-Karney offered the following resolution authorizing filing for Federal Transit Administration Operating and Capital Financial Assistance, and Commonwealth of Virginia Operation and Capital Financial Assistance for Fiscal Year (FY) 2023-2024: "A RESOLUTION authorizing the filing of applications with the Federal Transit Administration ("FTA") and the Commonwealth of Virginia Department of Rail and Public Transportation ("DRPT"), for Fiscal Year 2023-2024." (For full text, see resolution on file in the Secretary's Office.) Director Michalski-Karney moved the adoption of the resolution. The motion was seconded by Director Sanchez-Jones and adopted by the following — vote: AYES: Directors D'Ardenne, Keen, Michalski-Karney, Workman, Sanchez- Jones and President Cobb-6. NAYS: None-0. (Director Light was absent.) OTHER BUSINESS: President Cobb acknowledged representatives of Bus Riders of Roanoke Advocacy Group (B.R.A.G.G.) for participating in the bus ride-along. He asked the Board and others for feedback and several participants shared the following comments: Director Workman • Enjoyed the VMGO App • Noticed a few glitches • Enjoyed the quote display • Drivers are amazing 222 • Riders concerned about The Smartway Bus Station — sometimes closed and passengers having to wait outside, at times had to call an Uber. • Suggested cleaning of bus seats. Director Michalski-Karney • Could not understand the bus driver because of distortion of microphone • Good to see riders using the VMGO App • Riders were able to alert bus driver prior to upcoming stops President Cobb • Was pleased to learn riders could bring pets onto the bus that are contained in a pet carrier. • Profane language is not permitted on buses. • Noted it was a challenge for citizens to visit the DMV on Peters Creek Road due to lack of service. • Concerned about neighborhoods without sidewalks as it may discourage walking by denying pedestrians the right of way and pedestrian safety in these areas. • Enjoyed seeing the community at work and in action. Sharon — Bus Riders of Roanoke Advocacy Group (B.R.A.G.G.) • Questioned why there is no bus route to DMV on Peters Creek Road; President Cobb responded administration is currently reviewing possibilities. President Cobb asked the General Manager for an update on the Audit; and Mr. Price advised that he anticipated the Audit completion in February. NEXT MEETING: President Cobb announced that the next GRTC Board of Directors meeting would be held on Monday, March 20, 2023 at 12:30 p.m., in the EOC Conference Room. There being no further business, the President declared the meeting adjourned at 1:40 p.m. APPROVED: ATTEST: Vr641, J seph L. obb Cecelia F. McCoy _ President Secretary 223 GREATER ROANOKE TRANSIT COMPANY March 20, 2023 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, March 20, 2023 at 12:30 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 Dwayne D'Ardenne, Andrew Keen, H. Robert Light, Karen Michalski-Karney, Paul Workman, Vice-President Vivian Sanchez-Jones and President Joseph L. Cobb-7. ABSENT: Director -0. Also present were Cecelia F. McCoy, Secretary; Timothy Spencer, General Counsel; Bob Cowell, Vice-President of Operations; Amelia Merchant, Treasurer; Laura Carini, Senior Assistant City Attorney; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb declared there was an existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Tuesday, January 17, 2023 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 Update dated Monday, March 20, 2023, with regard to the following items: Management Update: • Downtown Transit Center Construction - Update • TPAC Meeting Update • Union Negotiations Update • Employee Milestone • GRTC Ridership Update (See Management Presentations on file in the Secretary's Office.) With regard to the Downtown Transit Center Construction Update, General 224 Manager Price advised the Phase 2 construction project continues to progress as planned. The installation of the north canopy is nearing completion and the official grand opening activities are in the planning stages. The actual date for the opening event will be determined based on the anticipated substantial completion of construction which is on pace for late April or early May. With regard to the TPAC meeting held on February 9, 2023, Mr. Price advised the meeting was held virtually via Zoom. Transit route updates, transfer center construction update, and transit ridership updates were the primary topics discussed. Staff also responded to questions from TPAC members. (See TPAC Meeting Notes on file in the Secretary's Office.) Regarding the Union Negotiations Update, Mr. Price reported that on January 29, 2023 the membership of local ATU voted to ratify a three-year labor contract which is in effect from July 1, 2022 through June 30, 2025. The General Manager shared highlights of the Employee Milestone of Bus Operator Charles Saunders which was celebrated on March 27, 2023 at the Third Street Station. Mr. Saunders was recognized for 50 years of safe, reliable transit service delivery to millions of transit passengers living or visiting the Roanoke Valley. With regard to the Ridership Update, Mr. Price reported that Valley Metro has transitioned to an automated passenger count system. He said administration would be reviewing this data and now can statistically provide useful data. He advised the current GRTC ridership for FY 23 — January count was105,279 and February count was 102,521. (See GRTC Ridership Update on file in the Secretary's Office.) President Cobb encouraged Board Members and officers to visit the Third Street Station to encourage and assist riders during this transition of new configurations. He also asked for an update on the Audit; whereby the General Manager responded the Audit as in its final stage and has been delivered to Brown, Edwards & Co., L.L.P. and is expected to be finalized within the upcoming weeks. Director D'Ardenne requested information regarding ridership comparison from FY 2019 through FY 2023; the General Manager replied he would provide the information. Director Workman inquired about statistics for peak service; wherein, Mr. Price stated there may be an adjustment in percentages according to ridership. 225 OTHER BUSINESS: President Cobb announced the Bus Riders of Roanoke Advocacy Group (B.R.R.A.G.) has been rescheduled disability event to June; the event was previously scheduled for March 25, 2023. NEXT MEETING: President Cobb announced that the next GRTC Board of Directors meeting would be held on Monday, May 15, 2023 at 12:30 p.m., in the EOC Conference Room. There being no further business, the President declared the meeting adjourned at 11:59 a.m. APPROVED: ATTEST: ---.(Ae( - C---0--e-e-1- ‘71-- ‘1)14-dieci-d-- J seph L.v Cobb Cecelia F. McCoy President Secretary 226 GREATER ROANOKE TRANSIT COMPANY - May 15, 2023 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, May 15, 2023 at 12:30 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 Dwayne D'Ardenne, Karen Michalski-Karney, Paul Workman, Vice-President Vivian Sanchez-Jones and President Joseph L. Cobb-5. ABSENT: Directors Andrew Keen and H. Robert Light. Also present were Cecelia F. McCoy, Secretary; Timothy Spencer, General Counsel; Bob Cowell, Vice-President of Operations; Amelia Merchant, Treasurer; Laura Carini, Senior Assistant City Attorney; Drew Harmon, Municipal Auditor; Dawn Mullins, Assistant Municipal Auditor; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb declared there was an existence of a quorum. MINIM MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, March 20, 2023 would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: A communication advising of the resignation of Paul Workman as a Director of the Greater Roanoke Transit Company, Board of Directors, effective May 15, 2023. Without objection, the resignation from Mr. Workman was accepted and effective at the end of the meeting. The communication was received and filed. A communication advising of the resignation of W. Brent Robertson, as Assistant Vice President of Operations of the Greater Roanoke Transit Company, Board of Directors, effective May 15, 2023. Without objection, the resignation from Mr. Robertson was accepted immediately upon approval. The communication was received and filed. - ELECTION OF OFFICERS: The Secretary submitted a written report advising that Article V. Officers, of the By-Laws of the Greater Roanoke Transit Company, provides that the Board of Directors shall promptly after their election 227 each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as the Board deems 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. President Cobb opened the floor is open for nominations for the Vice- President of Operations: Director Michalski-Karney placed the following name in nomination: Angela O'Brien, Assistant City Manager. There being no further nomination, the Angela O'Brien was appointed as Assistant Vice President of Operations to the Greater Roanoke Transit Company to fill the unexpired term of W. Brent Robertson, ending June 30, 2023. GENERAL MANAGER: A RESOLUTION REQUESTING ADOPTION OF THE GREATER ROANOKE TRANSIT COMPANY FISCAL YEAR 2023 — 2024 OPERATING BUDGET: The General Manager submitted a written report requesting approval of Fiscal Year 2023-2024 Budget for Greater Roanoke Transit Company. (For full text, see report on file in the Secretary's Office.) Director Paul Workman offered the following resolution: "A Resolution Approving a Fiscal Year 2023-2024 Budget for Greater Roanoke Transit Company." (For full text, see Resolution on file in the Secretary's Office.) Director Workman moved the adoption of the Resolution. The motion was seconded by Director D'Ardenne and adopted by the following vote: AYES: Directors D'Ardenne, Michalski-Karney, Workman, Vivian Sanchez- Jones and President Cobb-5. NAYS: None-0. (Directors Keen and Light were absent.) MANAGEMENT UPDATE: The General Manager submitted Management Report Items in regard to the following items: 228 Management Update: _ • Greater Roanoke Transit Company FY 2023-2024 Budget and Downtown Transit Transfer Center Update • TPAC Meeting Update • GRTC Ridership Update (See Management Report Items on file in the Secretary's Office.) The General Manager briefly summarized the FY 2023-2024 Budget and highlighted the following: • Summary • Revenue • Expenses • Capital/Grant Funding • ARPA Funding Projects • MetroFLEX (conceptual) There being no questions regarding the report, President Cobb advised the Report would be received and filed. With regard to the Downtown Transit Center Update, General Manager —� Price advised the Grand Opening of the Third Street Station will be held on Wednesday, June 14, 2023 at 11:00 a.m. Mr. Price noted that the Transit Passenger Advisory Committee met on April 13, 2023 at 6:30 p.m. Topics of discussion of TPAC meeting were Transit Center construction update and route updates. (See TPAC Meeting Notes on file in the Secretary's Office.) With regard to the Ridership Update, Mr. Price reported that Valley Metro has seen a 15 percent increase in ridership in the month of March, and a 9 percent increase in the month of April, 2023. EXTERNAL AUDIT PRESENTATION: John S. Aldridge, CPA, Partner, Brown, Edwards $ Company, L.L.P., gave an update on the FY 2023 General Audit Plan and reported on the following: • Audit Plan • Audit Objectives • Audit Approach • Significant Audit Areas • New for 2023 • Single Audit Testing • Tentative Schedule 229 • Questions Mr. Aldridge reported that the Audit was late this year due to staffing issues and recruitment. However, the report was submitted nine months late, it was accurate and without error. He advised the company must submit timely payment to vendors and advised correction of the appropriate staff must not over extend their reach in duties. He stated there must be a segregation of duties and revealed that due to the internal control weaknesses and significant findings in 2022, GRTC continues to be considered a not "low risk" auditee. Mr. Aldridge reported the risk assessment will be elevated due to findings in prior year which may result in larger samples; however, the final impact is still to be determined. Following Mr. Aldridge's presentation, President Cobb advised the General Audit Plan FY 2023 would be received and filed. SUSTAINABILITY PRESENTATION — PUBLIC TRANSIT OVERVIEW: Leigh Anne Weitzenfeld, the City's Sustainability Coordinator, presented an overview of the Climate Action Plan, as related to transit. She advised that the plan is currently in the review process and highlighted the following climate goals for consideration: • Reduce municipal emissions 50 percent by 2030 • Reduce community emissions 50 percent by 2032 • Heat adaptations and resiliency • Decarbonize transportation Ms. Weitzenfeld further informed the Board that transportation is second to buildings as the largest source of (fossil fuel) energy consumption and largest source of carbon dioxide, which is the most common of the greenhouse gases building in the atmosphere. She stated that it is essential that we make intentional strides to reduce transportation-based emissions by reimagining our local transportation modes to include an improved and expanded bus system, protected bike lanes, and walkable development will allow travelers to reduce their carbon footprint, contribute to a more sustainable lifestyle, while increasing efficiency and safety. To obtain more information with regard to The City of Roanoke - Sustainability and Climate Resiliency report, Ms. Weitzenfeld provided the following link: https://www.roanokeva.gov/873/Sustainability-in-Roanoke. Following the overview, President Cobb advised the sustainability presentation would be received and filed. 230 OTHER BUSINESS: ,1111 President Cobb announced the Bus Riders of Roanoke Advocacy Group (B.R.R.A.G.) has been rescheduled disability event to June; the event was previously scheduled for March 25, 2023. NEXT MEETING: President Cobb announced that the next GRTC Board of Directors meeting would be held on Tuesday, June 20, 2023 at 1:45 p.m, in the City Council Conference Room. There being no further business, the President declared the meeting adjourned at 1:36 p.m. APPROVED: ATTEST: 0-e-e-GC4._; \--4;CA1-1-41d-- J seph LVCobb Cecelia F. McCoy President Secretary 231 GREATER ROANOKE TRANSIT COMPANY June 20, 2023 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Tuesday, June 20, 2023 at 1:45 p.m., in the City Council Conference Room, Room 451, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia. PRESENT: Directors Andrew Keen, Michalski-Karney, Vice-President Vivian Sanchez-Jones and President Joseph L. Cobb -4. ABSENT: Directors Dwayne D'Ardenne and Karen H. Robert Light -2. Also present were Robert S. Cowell, Jr., Vice President of Operations; Angela O'Brien, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy; Secretary; Timothy R. Spencer, General Counsel and Registered Agent; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, May 15, 2023 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 THE 2023 - 2024 FISCAL YEAR: The General Manager submitted a written report recommending adoption of the Board of Directors' Meeting Schedule for Fiscal Year 2023 - 2024. Director Michalski-Karney offered the following resolution approving the GRTC Board of Directors' meeting schedule for the 2023 — 2024 Fiscal Year: "A RESOLUTION ESTABLISHING A SPECIFIC MEETING SCHEDULE FOR THE BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY (GRTC)". (For full text, see resolution on file in the Secretary's Office.) Director Michalski-Karney moved the adoption of the resolution. The motion was seconded by Director Keen and adopted by the following vote: 232 AYES: Directors Keen, Michalski-Karney, Vice-President Sanchez-Jones -r& and President Cobb -4. NAYS: None-0. (Directors D'Ardenne and Light were absent.) The following meeting dates for the GRTC Board of Directors were approved for the 2024 Fiscal Year: Monday, July 17, 2023 (12:30 p.m.) Monday, September 18, 2023 (12:30 p.m.) Monday, November 20, 2023 (12:30 p.m.) Tuesday, January 16, 2024 (12:30 p.m.) Monday, March 18, 2024 (12:30 p.m.) Monday, May 20, 2024 (12:30 p.m.) Monday, June 17, 2024 (1:45 p.m.) — City Council Conference Room, Room 451) OTHER BUSINESS: AUTHORIZATION TO PURCHASE REPLACEMENT ENGINE FOR SMART _ WAY COMMUTER BUS: The General Manager submitted a written report requesting authorization to purchase Replacement Engine for Smart Way Commuter Bus. (For full text, see report on file in the Secretary's Office.) Director Keen 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 of a replacement engine for a Smart Way Commuter Bus in accordance with FTA and Virginia Public Procurement Act regulations;" (For full text, see resolution on file in the Secretary's Office.) Director Keen moved the adoption of the resolution. The motion was seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors Keen, Michalski-Karney, Sanchez-Jones and President Cobb-4. NAYS: None-0. (Directors D'Ardenne and Light were absent.) 233 President Cobb expressed appreciation to General Manager, Kevin Price and Assistant General Manager, Ron Parker for an outstanding Grand Opening of the Third Street Station held on June 14, 2023. He was pleased with the attendance of representatives from the Virginia Department of Rail and Public Transportation (DRPT) and the business community. NEXT MEETING: President Cobb announced that the next GRTC Board of Directors meeting would be on Monday, July 17, 2023, at 12:30 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:55 p.m. APPROVED: ATTEST: d,e,t,/,6t-tg• C-Meir (7 Jo eph L. bb Cecelia F. McCoy President Secretary Effective July 1 , 2023, the City Clerk's Office will no longer maintain physical copies of official minutes. The electronic version of minutes will be the official permanent record. The electronic version of measures prior to July 1 , 2023 are available in the Laserfiche Repository or by the assistance of City Clerk's Office staff. GREATER ROANOKE TRANSIT COMPANY July 17, 2023 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, July 17, 2023 at 12:30 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 Dwayne D'Ardenne, Andrew Keen, Karen Michalski- Karney, and President Joseph L. Cobb-4. ABSENT: Directors Vivian Sanchez-Jones and H. Robert Light-2. Also present were Robert S. Cowell, Jr., Vice President of Operations; Angela O'Brien, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy; Secretary; Timothy R. Spencer, General Counsel and Registered Agent; Laura Carini, Assistant General Counsel; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, June 20, 2023,would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: ELECTION OF OFFICERS: The Secretary submitted a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as 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.) Director D'Ardenne placed the following names in nomination: Council Member Joseph L. Cobb as President; Council Member Vivian Sanchez-Jones as Vice-President; Robert S. Cowell, Jr., City Manager as Vice-President of Operations; Angela O'Brien, Assistant City Manager as Assistant Vice- President of Operations; Cecelia F. McCoy, City Clerk as Secretary; Cecelia T. Webb, Deputy City Clerk as Assistant Secretary; Amelia Merchant, Deputy Director of Finance as Treasurer; Timothy R. Spencer, City Attorney as General Counsel and Registered Agent, for one-year terms of office, each, ending June 30, 2024. 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, 2024: FOR COUNCIL MEMBERS COBB AND SANCHEZ-JONES, CITY MANAGER COWELL, ASSISTANT CITY MANGER O'BRIEN, CITY ATTORNEY SPENCER, DEPUTY DIRECTOR OF FINANCE MERCHANT, CITY CLERK MCCOY, AND DEPUTY CITY CLERK WEBB: AYES: Directors D'Ardenne, Keen, Michalski-Karney, and President Cobb-4. NAYS: None-0. (Directors Sanchez-Jones and Light were absent.) GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated July 17, 2023, with regard to the following items: • Third Street Station • Transit Strategic Plan • Micro-transit RFP • TPAC Meeting Update • GRTC Ridership Update (See Management Update on file in the Secretary's Office.) General Manager Price gave an update with regard to the Third Street Station advising that the station has successfully began transit operations in the final service delivery configuration on Wednesday, June 15, 2023; passengers adapted well to the new environment and operations. Mr. Price noted that the Customer Service Center (adjacent to the main station was previously slated for the Greyhound Bus Service) would offer services previously only available at the administrative building; such as STAR service passes, photo IDs, and other customer service needs. He said the Greyhound passengers would be able to wait for services inside the Customer Service Center. With regard to the Transit Strategic Plan, Mr. Price advised that in 2018, the Virginia General Assembly began requiring transit agencies in urbanized areas to develop a 10-year plan that considered demands, projected trends, and existing funding structures. The Transit Strategic Plan would replace Valley Metro's Transit Development Plan, approved in 2018. Mr. Price noted the Transit Strategic Plan must be adopted by June 30, 2024. RK&K, KFH Group, Inc. and WBA Research will assist Valley Metro in the development of the Transit Strategic Plan. There will be opportunities for public input and incorporate comments or suggestions submitted by the GRTC Board of Directors and/or City Manager's Office. The General Manager advised the Board of the submission deadline for Valley Metro's Micro-Transit service RFP that was June 16, 2023. The evaluation committee members are currently reviewing the proposals. Mr. Price gave an updated on the TPAC meeting held on June 8, 2023, which was held virtually by Zoom. (See copy of the June 8, 2023 minutes on file in the Secretary's Office.) In conclusion, the General Manager gave a brief summary of the GRTC Update. (See copy of the GRTC Ridership Update on file in the Secretary's Office.) AUTHORIZATION TO EXECUTE A CONTRACT FOR THIRD-PARTY ASSISTANCE WITH TRANSIT STRATEGIC PLAN (TSP) DEVELOPMENT: The General Manager submitted a written report requesting authorization execute a contract for Third-Party Assistance with Transit Strategic Plan (TSP) development. (For full text, see report on file in the Secretary's Office.) Director Michalski-Karney 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 contract in a form approved by General Counsel, needed for third party assistance for the Transit Strategic Plan development 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 for the purchase." (For full text, see resolution on file in the Secretary's Office.) Director Michalski-Karney moved the adoption of the resolution. The motion was seconded by Director D'Ardenne and adopted by the following vote: AYES: Directors D'Ardenne, Keen, Michalski-Karney, and President Cobb-4. NAYS: None -0. (Directors Sanchez-Jones and Light were absent.) OTHER BUSINESS: FY23 THIRD QUARTER EXPENSE & REVENUE REPORT (UNAUDITED): The General Manager presented a financial expense and revenue report for the FY23 Third Quarter. He reported total revenue was 8% above budget and advised the factors that contributed to the revenue performance. Mr. Price also advised the total expenses are currently 2% below budget and noted the factors affecting total expenses. President Cobb requested that an updated report be sent to the Directors and officers of the GRTC Board. NEXT MEETING: President Cobb announced that the next GRTC Board of Directors meeting would be on Monday, September 18, at 12:30 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 12:59 p.m. APPROVED: ATTEST: dJ III 6,// --- . (ixt-d&T. J!seph L. obb Cecelia F. McCoy President Secretary GREATER ROANOKE TRANSIT COMPANY September 18, 2023 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, September 18, 2023 at 12:30 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, Andrew Keen, Karen Michalski-Karney, Vivian Sanchez-Jones and President Joseph L. Cobb-4. ABSENT: Directors Dwayne D'Ardenne and H. Robert Light-2. Also present were Robert S. Cowell, Jr., Vice President of Operations; Angela O'Brien, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy; Secretary; Timothy R. Spencer, General Counsel and Registered Agent; Laura Carini, Assistant General Counsel; Drew Harmon, Municipal Auditor; Brian Mann, Executive Enterprise Adminisrator; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, July 17, 2023,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 Update dated September 18, 2023, with regard to the following items: ■ Micro-Transit Project Update ■ Art by Bus ■ TPAC Meeting Update ■ GRTC Ridership Update (See Management Update on file in the Secretary's Office.) General Manager Price gave an update with regard to Micro-transit project update and that the GRTC Procurement Team is approaching the conclusion of the procurement process. He advised the team has reached the Contract Award stage and it was determined by the GRTC Committee that Unified Human Services Transportation System, Inc., trading as RADAR, submitted a proposal that was in the best interest of GRTC for micro —transit services. With regard to the Art by Bus, Mr. Price advised that Valley Metro, Ride Solutions, and the Roanoke Arts Commission will celebrate the 6th annual program on September 27, 2023, beginning at 10:30 a.m. at the Third Street Station. He invited the Board members and Officers to attend the event. Mr. Price gave an updated on the TPAC meeting held on August 10, 2023, which was held virtually by Zoom. (See copy of the August 10, 2023 minutes on file in the Secretary's Office.) In conclusion, the General Manager gave a brief summary of the GRTC Update. He noted that ridership is up 16 percent. (See copy of the GRTC Ridership Update on file in the Secretary's Office.) AUTHORIZATION TO EXECUTE A CONTRACT OPERATE MICRO-TRANSIT SERVICES FOR THE GREATER ROANOKE TRANSIT COMPANY (GRTC): The General Manager submitted a written report seeking competitive proposals from qualified offers to provide safe, equitable, cost efficient, and reliable micro-transit services in the GRTC service area. This project is designed to be a pilot project funded initially by American Rescue Plan Act funds. (For full text, see report on file in the Secretary's Office.) Director Michalski-Karney 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 contract in a form approved by General Counsel, needed for a contract for Microtransit Services with Unified Human Services Transportation System, Inc., trading as RADAR, in accordance with FTA and Virginia 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 for the purchase." (For full text, see resolution on file in the Secretary's Office.) Director Michalski-Karney moved the adoption of the resolution. The motion was seconded by Keen and adopted by the following vote: AYES: Directors, Keen, Michalski-Karney, Sanchez-Jones, and President Cobb-4. NAYS: None -0. (Directors D'Ardenne and Light were absent.) With regarding to the July 2023 Financial Report, General Manager Price briefed the Board noting significant factors affecting financial performance. He stated the total revenue was 1 percent below budget, mentioning passenger revenue was performing 1 percent below budget; and advertising revenue was performing as budgeted. As regards to expenses, total expenses performed 2 percent below budget. Factors affecting total expenses included: Labor performing 2 percent below budget, Fringe Benefits performing 2 percent below budget, Services performing 4 percent below budget; and miscellaneous expense performing 2 percent above budget. President Cobb inquired whether there were areas the Board should be watching; wherein, Mr. Price advised labor shortage due to staffing and decrease in overtime. Mr. Parker advised that there are currently 55 operators and there was a need for 60 operators. OTHER BUSINESS: President Cobb inquired with regard to current vacancy on the Board of Directors; wherein, Bob Cowell, Vice-President of Operations, advised of a potential candidate and an announcement would be forthcoming. General Manager Price announced the delivery of a new double-decker Smartway Bus (over-the-road coach), and invited the Board to visit the Third Street Station to survey the coach. NEXT MEETING: President Cobb announced that the next GRTC Board of Directors meeting would be on Monday, November 20, 2023 at 12:30 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:06 p.m. APPROVED: ATTEST: atGerms cnie-69/1 Joseph L. Cob Cecelia F. McCoy President Secretary GREATER ROANOKE TRANSIT COMPANY November 20, 2023 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, November 20, 2023 at 12:30 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 Dwayne D'Ardenne, Vivian Sanchez-Jones and President Joseph L. Cobb-3. ABSENT: Directors Andrew Keen and Karen Michalski-Karney 2. Also, present were Robert S. Cowell, Jr., Vice President of Operations; Angela O'Brien, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy, Secretary; Timothy Spencer, General Counsel; Laura Carini, Senior Assistant City Attorney; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. Due to the lack of quorum, President Cobb recommended to move forward in the agenda to the Election of Vacancy. REPORTS OF OFFICERS: SECRETARY: A communication advising of the resignation of H. Robert Light as a City of Salem representative of the Greater Roanoke Transit Company, Board of Directors, effective Monday, October 5, 2023. Without objection, the resignation from H. Robert Light was accepted and communication was received and filed. ELECTION OF DIRECTORS: The Secretary advised that Article III, Directors of the By-Laws of the Greater Roanoke Transit Company, state any vacancy occurring among the Directors may be filled for any unexpired term created by the vacancy by election by majority of the directors. President Cobb placed the following name in nomination: Maxwell Dillon as Director of the Greater Roanoke Transit Company to fill the unexpired term of H. Robert Light as a City of Salem representative ending June 30, 2024. Director D'Ardenne seconded the motion placing the following name in nomination: Maxwell Dillon to fill the unexpired term of office of Director H. Robert Light as a City of Salem representative ending June 30, 2024. There being no further nominations, Maxwell Dillon was appointed as Director of Greater Roanoke Transit Company to fill the unexpired term of H. Robert Light as a City of Salem representative ending June 30, 2024, by the following vote: FOR MR. DILLON: Directors D'Ardenne, Sanchez-Jones, and President Cobb-3. (Directors Keen and Michalski-Karney were absent). President Cobb placed the following name in nomination: Matthew Crookshank as Director of the Greater Roanoke Transit Company to replace Paul Workman as City representative of the Greater Roanoke Transit Company, Board of Directors, ending June 30, 2024. Director D'Ardenne seconded the motion placing the following name in nomination: Matthew Crookshank to replace Paul Workman as City representative of the Greater Roanoke Transit Company, Board of Directors, ending June 30, 2024. There being no further nominations, Matthew Crookshank was appointed as Director of Greater Roanoke Transit Company to replace Paul Workman as City representative of the Greater Roanoke Transit Company, Board of Directors, ending June 30, 2024, by the following vote: FOR MR. CROOKSHANK: Directors D'Ardenne, Dillon, Sanchez- Jones, and President Cobb-4. (Directors Keen and Michalski-Karney were absent). President Cobb declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, September 18, 2023, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Monday, November 20, 2023, with regard to the following items: a. Micro-Transit Project Update b. Customer Service Center (CSC) c. TPAC Meeting Update d. Finance Department/Audit— Update e. GRTC Ridership Update (See Management Update on file in the Secretary's Office.) With regard to the Micro-Transit Project Update, the General Manager reported the final contract between GRTC and the successful offeror, RADAR, is in the final review process. They have reached agreement on contract language with one final review pending. The General Manager shared information regarding the Customer Service Center at the Third Street Station noting the necessary staff have been hired and trained. The facility is planned to open on Monday, December 4, 2023. Regarding the TPAC Meeting Update, Mr. Price advised a virtual meeting was held on November 9, 2023. Transit Strategic Plan, transfer center, and transit ridership updates were the primary topics discussed. (See TPAC Meeting Notes on file in the Secretary's Office.) Finance Department/External Audit Update, the General Manager advised there is continued progress towards a successful fiscal year end closeout. With assistance from Transdev's Corporate Office, additional staff assistance for the department began on November 7, 2023, and will assist with year-end external audit preparation and day-to-day financial operations. General Manager Price advised ridership has increased an average of 10% as compared to the previous year by month. Director D'Ardenne inquired how Micro-Transit data be reported. The General Manager replied Micro-Transit would be evaluated separately. Following the General Manager's reportage, he introduced William R. Long, III, Director of Transit Planning and Special Projects, as the point person to the Transit Strategic Plan (TSP). He also introduced Elisabeth "Lib" Rood, Senior Transportation Planner, KFH Group, who presented the Transit Strategic Plan virtually. Ms. Rood was unable to attend in-person due to recent COVID-19 diagnosis. (See the Valley Metro Transit Strategic Plan (TSP) on file in the Secretary's Office.) Ms. Rood gave an analysis of the following areas: • Background • Scope of Work • GRTC Board Input • Strategic Vision • Study Progress and Next Steps President Cobb expressed concern regarding Micro-Transit, additional bus shelters, accessibility in terms of no direct ADA accessibility at several stops; he added that he was in support of growth into Roanoke County and the Hollins areas; especially at Hollins University and the North Williamson Road area. Director D'Ardenne made a suggestion for transit at the Daleville Town Center in Botetourt County, as it may be an opportunity to explore. He also inquired about the TSP and budget strategy. Ms. Rood replied budget strategy needed to be included in the Valley Metro plans, which have started and have an annual update in which other requests could be added. Bob Cowell added some suggestions were dependent upon the entity agreed participation and suggested outreach to these entities for entry into this plan. Wherein, Ms. Rood advised outreach is planned for January or February 2024. Following brief conversation, Ms. Rood asked the Board who were possible stakeholders and participants. President Cobb offered the following potential entities: • Bus Riders of Roanoke Advocacy Group (BRRAG) • Mollie Hunter, Neighborhood Services Coordinator • Economic Development Office for City of Roanoke and City of Salem • Downtown Roanoke, Inc. • Roanoke College • Carilion Hospital • Roanoke City Public Schools • Virginia Western Community College • Botetourt County • Roanoke County In conclusion, General Manager Price thanked Ms. Rood for the informative briefing. President Cobb also thanked Ms. Rood and expressed appreciation for her work on the Transit Strategic Plan. Without objection by the Board, President Cobb advised that the Transit Strategic Plan would be received and filed. AUTHORIZATION RETROACTIVELY APPROVING AND ADOPTING FARE FREE ELECTION DAY SERVICE: The General Manager submitted a written report requesting authorization — Fare Free Election Day Service — November 7, 2023. (For full text, see report on file in the Secretary's Office.) Director D'Ardenne offered the following resolution to approve and adopt Fare Free Election Day Service. "A RESOLUTION retroactively approving and adopting Fare Free Election Day Service for Tuesday, November 7, 2023, for the Greater Roanoke Transit Company (GRTC) DBA Valley Metro." (For full text, see resolution on file in the Secretary's Office.) Director D'Ardenne moved the adoption of the resolution. Director Dillon seconded the motion. The Resolution was adopted by the following vote: AYES: Directors D'Ardenne, Dillon, Sanchez-Jones and President Cobb-4. NAYS: None-0. (Directors Keen and Michalski-Karney were absent). OTHER BUSINESS: None NEXT MEETING: President Cobb announced that the next GRTC Board would be on Tuesday, January 16, 2024 at 12:30 p.m., in the EOC Conference Room. There being no further business, the President declared the regular meeting adjourned at 1:23 p.m. APPROVED: ATTEST: e.....„bi, i 9/22-e-69-er qJ e h L.l�obb P Cecelia F. McCoy President Secretary GREATER ROANOKE TRANSIT COMPANY January 16, 2024 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Tuesday, January 16, 2024 at 12:30 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 Matthew Crookshank, Dwayne D'Ardenne, Andrew Keen, Karen Michalski-Karney (via telephone), Vivian Sanchez-Jones and President Joseph L. Cobb-6. ABSENT: Director Maxwell Dillon-1. President Cobb asked for a motion to allow Director Michalski-Karney to participate in the Greater Roanoke Transit Board of Directors meeting via telephone. Director Keen made a motion to allow Ms. Michalski-Karney to participate in the meeting and was seconded by Director D'Ardenne. It was voted unanimously by the Board of Directors to allow participation in the meeting via telephone. Also, present were Angela O'Brien, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia F. McCoy, Secretary; Timothy Spencer, General Counsel; Laura Carini, Senior Assistant City Attorney; Amelia Merchant, Treasurer; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, November 20, 2023, 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 Update dated Tuesday, January 20, 2024, with regard to the following items: 1. Micro-Transit Project Update 2. Transit Strategic Plan (TSP) Update 3. Finance Department/Audit— Update 4. Transit Equity Day 2024 5. GRTC Ridership Update (See Management Update on file in the Secretary's Office.) With regard to the Micro-Transit Project update, General Manager Price advised MetroFLX, Valley Metro's micro-transit extended service pilot project was scheduled to launch on Monday, January 22, 2024. Passengers will be able to schedule trips beginning Wednesday, January 17, 2024. Mr. Price stated information on the priorities of the community by in-person surveys and gathered from riders/passengers with regard to transit system priorities. Informal surveys were submitted to the study team for review. The study team is using the following primary strategies: 1.Periodic meetings with the Transit Passenger Advisory Committee (TPAC) and the Greater Roanoke Transit Company (GRTC) Board of Directors. 2.Origin-Destination Survey- while this survey effort is primarily technical in nature, there were two questions about satisfaction, as well as a question regarding coverage versus frequency and hours. This survey was administered in early December 2023. 3.A Community Survey - to be conducted in February 2024. 4.Stakeholder interviews - to be conducted in January and February 2024. 5.Outreach events to be conducted in February 2024 and in May 2024. President Cobb requested to offer the community survey in Spanish; wherein, Mr. Parker advised the survey was generated in Spanish. Regarding the update on the Finance Department/External Audit, Mr. Price reported that the Finance Department continues to make progress towards a successful fiscal year-end closeout. External audit fieldwork was completed during the week of December 4, 2023. GRTC's finance staff is currently working on any outstanding items requested in order to close the audit process in a timely manner. Financial statements and any associated findings are expected to be issued in January 2024. Following Mr. Price's report, President Cobb requested a financial report at every meeting beginning March 2024. General Manager Price briefly spoke about Transit Equity Day commemorating civil rights leader Rosa Parks and acknowledges the pivotal role of accessible public transportation in fostering equitable, inclusive communities. Valley Metro plans to celebrate Transit Equity Day on February 5, 2024, in partnership with BRRAG and Roanoke Regional Commission. With regard to the GRTC Ridership Update, Mr. Price advised that ridership continues to increase; returning to the pre-COVID-19 levels. President Cobb inquired what the goal would be to return to peak service. Whereby, Mr. Price stated in order for the percentage to return to peak levels, there would need to be approximately ten percent increase in ridership and noted ridership patterns have changed in the past three years. He said Valley Metro has a climate based on need, ridership, and suggestions from the Strategic Plan. The Assistant General Manager, Ron Parker, gave an overview of the MetroFLX, which is a micro-transit service that responds to on-demand transit daily needs after 8:45 p.m. and on Sundays from 9:00 a.m. through 6:00 p.m. He noted the service uses multi-passenger vehicles to through generated routing. Mr. Price advised that MetroFLX was an address-to-address service and anyone can schedule a ride as long as the origin and destination are within the Valley Metro service area, which also includes the Tanglewood area. Director Michalski-Karney mentioned the paratransit rider service ends at 8:45 p.m. and MetroFLX operations beginning at 8:45 p.m.; coinciding services would allow for later services to the paratransit passengers. Director D'Ardenne inquired regarding cashless fares. Mr. Price stated that the investment would be nearly $500,000 (cost prohibitive), and said there must be an immediate point of return of payment for the bus system. President Cobb asked about estimated arrival time and would the passenger be notified of breakdowns or delays; Mr. Parker replied dispatch employees are familiar with these types of issues due to experience with Star Services. Any disruptions would be handled by protocol and pertinent information would be collected during the scheduling process. In conclusion, President Cobb recommended that the General Manager make a presentation to City Council at a February meeting. Without objection by the Board, President Cobb advised that the MetroFLX presentation would be received and filed. AUTHORIZATION APPROVING AND ADOPTING FARE FREE TRANSIT EQUITY DAY SERVICE: The General Manager submitted a written report requesting authorization — Fare Free Election Day Service — February 5. 2024. (For full text, see report on file in the Secretary's Office.) Director D'Ardenne offered the following resolution to approve and adopt Fare Free Transit Day Service. (For full text, see resolution on file in the Secretary's Office.) "A RESOLUTION retroactively approving and adopting Fare Free Transit Day Service for Monday, February 5, 2024, for the Greater Roanoke Transit Company (GRTC) DBA Valley Metro." Director D'Ardenne moved the adoption of the resolution. Director Keen seconded the motion. The Resolution was adopted by the following vote: AYES: Directors Crookshank, D'Ardenne, Keen, Michalski-Karney, Sanchez-Jones and President Cobb-6. NAYS: None-0. (Director Dillon was absent). AUTHORIZATION TO FILE FOR FEDERAL ADMINISTRATION OPERATING AND CAPITAL FINANCIAL ASSISTANCE, AND COMMONWEALTH OF VIRGINIA OPERATING AND CAPITAL FINANCIAL ASSISTANCE FOR FISCAL YEAR (FY 2024-2025): The General Manager submitted a written report requesting authorization. (For full text, see report on file in the Secretary's Office.) Director Sanchez-Jones offered the following resolution to approve and adopt Fare Free Election Day Service. "A RESOLUTION authorizing the filing of applications with the Federal Transit Administration ("FTA") and the Commonwealth of Virginia Department of Rail and Public Transportation ("DRPT"), for Fiscal Year 2024-2025." (For full text, see resolution on file in the Secretary's Office.) Director Sanchez-Jones moved the adoption of the resolution. Director Crookshank seconded the motion. The Resolution was adopted by the following vote: AYES: Directors Crookshank, D'Ardenne, Keen, Michalski-Karney, Sanchez-Jones and President Cobb-6. NAYS: None-0. (Director Dillon was absent). OTHER BUSINESS: The General Manager enthusiastically announced the Third Street Bus Station was named Project of the Year by the American Public Works Association Mid-Atlantic Chapter in the structures $5 million to $25 million category. NEXT MEETING: President Cobb announced that the next GRTC Board would be on Monday, March 18, 2024 at 12:30 p.m., in the EOC Conference Room. There being no further business, the President declared the regular meeting adjourned at 1:25 p.m. APPROVED: ATTEST: 611/1 -- Joseph LcZobb Cecelia F. McCoy President Secretary GREATER ROANOKE TRANSIT COMPANY March 18, 2024 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, March 18, 2024 at 12:30 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 Matthew Crookshank, Dwayne D'Ardenne, Maxwell Dillon, Karen Michalski-Karney, Vivian Sanchez-Jones and President Joseph L. Cobb-6. ABSENT: Director Andrew Keen-1. Also, present were Bob Cowell, Vice-President for Operations; Angela O'Brien, Assistant Vice-President for Operations; Cecelia F. McCoy, Secretary; Timothy Spencer, General Counsel; Laura Carini, Senior Assistant City Attorney; Drew Harmon, Municipal Auditor; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Tuesday, January 16, 2024, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) A communication from the General Counsel, pursuant to Section 2.2-3711. A.8, Code of Virginia (1950), as amended, requesting that the Board of Directors of GRTC convene a closed meeting for consultation with legal counsel, regarding specific legal matters requiring the provision of legal advice by such counsel where such consultation in open meeting would adversely affect the negotiating posture of the Board. (See communication on file in the Secretary's Office.) Director Michalski-Karney moved that the Board convene in Closed Meeting as abovementioned. The motion was seconded by Vice-President Sanchez-Jones and adopted by the following vote: AYES: Directors Crookshank, D'Ardenne, Dillon, Keen, Michalski-Karney, Sanchez-Jones and President Cobb-6. NAYS: None-O. (Director Keen was absent). REPORTS OF OFFICERS: GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Updated dated Monday, March 18, 2024, with regard to the following items: • Planning and Special Projects o Micro-Transit Project Update o TPAC Meeting Update o GRTC Ridership Update (See Management Update on file in the Secretary's Office.) With regard to the Micro-Transit Project update, General Manager Price advised MetroFLX, Valley Metro's micro-transit extended service pilot project, launched on Monday, January 22, 2024. A MetroFLX passenger activity heat map was included in the GRTC Board packet, which indicates the top 15 origins and destinations since MetroFLX trip scheduling began on Wednesday, January 17, 2024. Mr. Price noted the program is still growing and at this stage, Sunday is the most active day. Director Michalski-Karney expressed appreciation for the service and shared that citizens are very pleased with the new service. Regarding the TPAC Meeting update, Mr. Price stated that on February 8, 2024, TPAC held a virtual meeting via Zoom. Topics of discussion were the Transit Strategic Plan (TSP), transfer center, transit ridership updates, and MetroFLX. He advised that staff responded to questions from TPAC members. (See copy of TPAC Meeting notes on file in the Secretary's Office.) Following brief comments, President Cobb advised the Management Update would be received and filed. President Cobb introduced John S. Aldridge, CPA, Brown & Edwards, who gave the External Audit presentation. Mr. Aldridge introduced Amy Paris, CPA and member of the Brown & Edwards team. Mr. Aldridge began by saying the Greater Roanoke Transit Company received a clean audit. Mr. Aldridge commented that in performing an audit in accordance with generally accepted auditing standards and Government Auditing Standards, he exercised professional judgement and maintained professional skepticism throughout the audit. He also conveyed Brown & Edwards issued a report dated February 23, 2024 on consideration of the company's internal control over financial reporting and on tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. Mr. Aldridge gave firm comments and suggestions from the current year audit. He noted a number of material weaknesses and offered recommendations for negative findings. He noted that GRTC management agreed with findings and proposed an action plan to correct weaknesses. President Cobb advised that management be proactive and give immediate attention to problems. He requested the Board receive a weekly corrective action plan; wherein, the General Manager acknowledged that the action plan began on Monday, March 18, 2024 and would conclude in late April. Mr. Price agreed to provide the Board with a weekly report. Extensive discussion ensued regarding findings amongst Board members and Officers (President Cobb, Mr. Aldridge; Bob Cowell, Vice President of Operations; Drew Harmon, Municipal Auditor; and Timothy Spencer, General Council; Vice-President Sanchez-Jones, Board Members D'Ardenne and Michalski-Karney). President Cobb concluded the discussion and advised that the External Audit presentation would be received and filed. With regard to the Transit Strategic Plan Presentation, Elisabeth (Lib) Rood, Senior Transportation Planner, KFH Group, Inc., and GRTC consultant, presented the following: • Study Update • Origin-Destination Survey • Origin-Destination Survey Results o Origin Type o Destination Type o Frequency of Use o How would you make the trip if Valley Metro not available? • Other Details • How do you get updates or news about Valley Metro? • O-D Results — Opinions • Community Survey • Community Survey Results o Desired Improvements o Additional Service Areas • Survey Comments • Comments from Transit Equity Day • Next Steps (See the Transit Strategic Plan Presentation on file in the Secretary's office.) There being no remarks or inquiries following the presentation, President Cobb thanked Ms. Rood for the valuable information and advised the Transit Strategic Plan Presentation would be received and filed. APPOINTMENT OF BUDGET REVIEW COMMITTEE: The General Manager requested the appointment of two members of the Board of the Greater Roanoke Transit Company and two officers of the Greater Roanoke Transit Company to serve as the Fiscal Year 2024 — 2025 Budget Review Committee to review the proposed budget. Director Dillon placed in nomination the following by name and title: President Joseph L. Cobb and Director D'Ardenne as the two Board Member representatives, and Amelia Merchant, Board Treasurer and Angelia O'Brien, Assistant Vice-President of Operations as Officers of the Company. The motion was seconded by Vice-President Sanchez-Jones. There being no further nominations, Mr. Cobb, Mr. D'Ardenne, Ms. Merchant and Ms. O'Brien were appointed to serve as members of the Fiscal Year 2024— 2025 Budget Review Committee by the following vote: AYES: Directors Crookshank, D'Ardenne, Dillon, Michalski-Karney, Sanchez- Jones and President Cobb-6. NAYS: None-O. (Director Keen was absent). OTHER BUSINESS: None. NEXT MEETING: President Cobb announced that the next GRTC Board meeting would be on Monday, May 20, 2024 at 12:30 p.m., in the EOC Conference Room. At 1:39 p.m., President Cobb recessed the Board meeting for a Closed Meeting. At 1:57 p.m., the Board meeting reconvened in the EOC Conference Room, with the exception of Director Keen who was absent. CERTIFICATION OF CLOSED MEETING: With respect to the Closed Meeting just concluded, Director Michalski-Karney moved that each Member of the Board of Greater Roanoke (GRTC) certifies that to the best of each Member's knowledge (i) only public business matters lawfully exempted from open meeting requirements under Chapter 37 of Title 2.2 Code of Virginia, Virginia Freedom of Information Act; and (ii) only such public business matters as were identified in the motion by which any closed meeting was convened were heard, discussed or considered in the meeting by the public body. The motion was seconded by Director D'Ardenne and adopted by the following vote: AYES: Directors Crookshank, D'Ardenne, Dillon, Michalski-Karney, Sanchez- Jones and President Cobb-6. NAYS: None-0. (Director Keen was absent). There being no further business, the President declared the regular meeting adjourned at 1:59 p.m. APPROVED: ATTEST: 6WL:t. 911d7 J seph U obb Cecelia F. McCoy President Secretary GREATER ROANOKE TRANSIT COMPANY June 17, 2024 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, June 17, 2024 at 1:45 p.m., in the City Council Conference Room, Room 451, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia. PRESENT: Directors Matthew Crookshank, Dwayne D'Ardenne, Maxwell Dillon, Andrew Keen, Michalski-Karney, and President Joseph L. Cobb -6. ABSENT: Vice-President Vivian Sanchez-Jones -1. Also present were Angela O'Brien, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia T. Webb; Assistant Secretary; Timothy R. Spencer, General Counsel and Registered Agent; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb declared the existence of a quorum. REPORTS OF OFFICERS: GENERAL MANAGER: BOARD OF DIRECTORS MEETING SCHEDULE FOR THE 2024 - 2025 FISCAL YEAR: The General Manager submitted a written report recommending adoption of the Board of Directors' Meeting Schedule for Fiscal Year 2024 - 2025. Director Michalski-Karney offered the following resolution approving the GRTC Board of Directors' meeting schedule for the 2024— 2025 Fiscal Year: "A RESOLUTION ESTABLISHING A SPECIFIC MEETING SCHEDULE FOR THE BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY (GRTC)". (For full text, see resolution on file in the Secretary's Office.) Director Michalski-Karney moved the adoption of the resolution. The motion was seconded by Director Dillon and adopted by the following vote: AYES: Directors Crookshank, Dillon, D'Ardenne, Keen, Michalski-Karney, and President Cobb -6. NAYS: None-0. (Vice-President Sanchez-Jones was absent.) The following meeting dates for the GRTC Board of Directors were approved for the 2025 Fiscal Year: Monday, July 15, 2024 (12:30 p.m.) Monday, September 16, 2024 (12:30 p.m.) Monday, November 18, 2024 (12:30 p.m.) Tuesday, January 21, 2025 (12:30 p.m.) Monday, March 17, 2025 (12:30 p.m.) Monday, May 19, 2025 (12:30 p.m.) Monday, June 16, 2025 (1:45 p.m.) — City Council Conference Room, Room 451) Mr. Price commented that the annual meeting was a good time to review the accomplishments of the previous year; he advised that ridership increased, paratransit service experienced 7,500 trips per month, the highest amount during his tenure, Metroflex service experienced 1,000 trips in May, the Third Street Station was successful and mobile ticketing was next on the horizon. President Cobb recommended that next year at the Stockholder's meeting, time be allowed to provide an update of accomplishments for the prior year. OTHER BUSINESS: Director Michalski-Karney advised that her staff used Valley Metro services daily and passengers expressed they liked Metroflex, but the only disadvantage was requiring exact change for cash payments. President Cobb advised that the correctional plan was still in place and progress was being made; and expressed appreciation to General Manager, Kevin Price and Assistant General Manager, Ron Parker for their efforts. NEXT MEETING: President Cobb announced that the next GRTC Board of Directors meeting would be on Monday, July 15, 2024, at 12:30 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:51 p.m. APPROVED: ATTEST: J ep L obb ecelia T. Webb President Assistant Secretary GREATER ROANOKE TRANSIT COMPANY May 20, 2024 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, May 20, 2024 at 12:30 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 Matthew Crookshank, Maxwell Dillon, Karen Michalski-Karney, Vivian Sanchez-Jones and President Joseph L. Cobb-5. ABSENT: Directors Dwayne D'Ardenne and Andrew Keen-2. Also, present were Bob Cowell, Vice-President for Operations; Angela O'Brien, Assistant Vice-President for Operations; Cecelia F. McCoy, Secretary; Timothy Spencer, General Counsel; Laura Carini, Assistant General Counsel; Drew Harmon, Municipal Auditor; Amelia Merchant, Treasurer (by phone); Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday, March 18, 2024, would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: GENERAL MANAGER: PRESENTATION OF FY24 - 25 OPERATING BUDGET: The General Manager gave a summary of the FY24 - 25 Operating Budget. Director Michalski-Karney inquired as to the fifteen shelter projects and if the Valley View site was on the list; whereupon, Mr. Price replied that the site was indeed on the list. MANAGEMENT UPDATE: The General Manager submitted the Management Update dated Monday, May 20, 2024, with regard to the following items: • TPAC Meeting -April 2024 • MetroFLX • GRTC Ridership Update • Finance Department/Corrective Actions - Update (See Management Update on file in the Secretary's Office.) With regard to MetroFLX, General Manager Price advised that there had been confusion with the process of booking and scheduling; regarding the ridership, it was increasing and stabilized with an uptick in sales in single ride tickets; and with regard to the finance department/corrective actions update, the General Manager reported that it was progressing and ahead of schedule. President Cobb mentioned the salary of the Director of Finance, stating that it was not sufficient and other director level positions need to be analyzed as well. Following brief comments, President Cobb advised the Management Update would be received and filed. A RESOLUTION REQUESTING ADOPTION OF THE GREATER ROANOKE TRANSIT COMPANY FISCAL YEAR 2024 — 2025 OPERATING BUDGET: The General Manager submitted a written report requesting approval of Fiscal Year 2024 - 2025 Budget for Greater Roanoke Transit Company. (For full text, see report on file in the Secretary's Office.) Vice-President Sanchez-Jones offered the following resolution: "A Resolution Approving a Fiscal Year 2024 - 2025 Budget for Greater Roanoke Transit Company." (For full text, see Resolution on file in the Secretary's Office.) Vice-President Sanchez-Jones moved the adoption of the resolution. The motion was seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors Dillon, Michalski-Karney, Workman, Vivian Sanchez- Jones and President Cobb-5. NAYS: None-0. (Directors D'Ardenne and Keen were absent.) EXTERNAL AUDIT PRESENTATION: President Cobb introduced Ann Genova, CPA, Brown & Edwards, who gave the External Audit presentation. Ms. Genova explained that in performing an audit in accordance with generally accepted auditing standards and Government Auditing Standards, she exercised professional judgement and maintained professional skepticism throughout the audit, and highlighted the following information: • Audit Plan o Brown Edwards will perform a full scope audit of Greater Roanoke Transit Company in accordance with audit standards generally accepted in the United States; Governmental Auditing Standards, and the Uniform Guidance. • Audit Objectives o The objective of our audit will be the expression of an opinion on the fairness with which the financial position and results of operations in conformity with accounting princes generally accept in the United States. o Timely issuance and completion of audit. • Audit Approach o Planning o Interim Field Work o Final Field Work • Significant Audit Areas o Capital assets o Grant revenues and receivables o Federal compliance o Commitments and contingencies o Follow upon findings from prior year • Single Audit Testing o New GASBs - None to implement for FY24! o Inventory o Will conduct year-end inventory observation to ensure existence o Will test year-end reconciliations to make sure the ending inventory system balances agree to balances within the accounting system o Paid Time Off(PTO) Accruals o Will test year-end reconciliations to make sure PTO balances tracked by Human Resources agree to balances within accounting system and third-party reports o Will test individual employee balances o Due to the internal control weaknesses and significant findings in 2023, GRTC continues to be considered a not "low risk" auditee. We plan to test 40% of your total federal awards for the next year. o Impact of this increase minimized due to size of Transit Cluster and low volume of other grants. o Based on prior year expenditure trends, we have performed a preliminary major program determination. o Major programs selected for testing: o Will test: o Federal Transit Cluster o Includes both operating and capital assistance o Will be well over 80% of total expenditures. o Our risk assessment will be elevated due to findings in prior year, which may result in larger samples; however, the final impact of this is still to be determined. • Tentative Schedule • Questions (See full presentation on file in the Secretary's office). There being no remarks or inquiries following the presentation, President Cobb thanked Ms. Genova for the valuable information and advised the External Audit presentation would be received and filed. OTHER BUSINESS: None. NEXT MEETING: President Cobb announced that the next GRTC Board meeting would be on Monday, June 17, 2024 at 12:30 p.m., in the EOC Conference Room. There being no further business, the President declared the regular meeting adjourned at 1:35 p.m. APPROVED: ATTEST: ),()14 — e6eLeh:4, J: clite-el J•seph L. Cobb Cecelia F. McCoy President Secretary GREATER ROANOKE TRANSIT COMPANY June 17, 2024 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, June 17, 2024 at 1:45 p.m., in the City Council Conference Room, Room 451, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia. PRESENT: Directors Matthew Crookshank, Dwayne D'Ardenne, Maxwell Dillon, Andrew Keen, Michalski-Karney, and President Joseph L. Cobb -6. ABSENT: Vice-President Vivian Sanchez-Jones -1. Also present were Angela O'Brien, Assistant Vice-President for Operations; Amelia C. Merchant, Treasurer; Cecelia T. Webb; Assistant Secretary; Timothy R. Spencer, General Counsel and Registered Agent; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb declared the existence of a quorum. REPORTS OF OFFICERS: GENERAL MANAGER: BOARD OF DIRECTORS MEETING SCHEDULE FOR THE 2024 - 2025 FISCAL YEAR: The General Manager submitted a written report recommending adoption of the Board of Directors' Meeting Schedule for Fiscal Year 2024 - 2025. Director Michalski-Karney offered the following resolution approving the GRTC Board of Directors' meeting schedule for the 2024— 2025 Fiscal Year: "A RESOLUTION ESTABLISHING A SPECIFIC MEETING SCHEDULE FOR THE BOARD OF DIRECTORS OF THE GREATER ROANOKE TRANSIT COMPANY (GRTC)". (For full text, see resolution on file in the Secretary's Office.) Director Michalski-KarneY moved the adoption of the resolution. The motion was seconded by Director Dillon and adopted by the following vote: AYES: Directors Crookshank, Dillon, D'Ardenne, Keen, Michalski-Karney, and President Cobb -6. NAYS: None-0. (Vice-President Sanchez-Jones was absent.) The following meeting dates for the GRTC Board of Directors were approved for the 2025 Fiscal Year: Monday, July 15, 2024 (12:30 p.m.) Monday, September 16, 2024 (12:30 p.m.) Monday, November 18, 2024 (12:30 p.m.) Tuesday, January 21, 2025 (12:30 p.m.) Monday, March 17, 2025 (12:30 p.m.) Monday, May 19, 2025 (12:30 p.m.) Monday, June 16, 2025 (1:45 p.m.) — City Council Conference Room, Room 451) Mr. Price commented that the annual meeting was a good time to review the accomplishments of the previous year; he advised that ridership increased, paratransit service experienced 7,500 trips per month, the highest amount during his tenure, Metroflex service experienced 1,000 trips in May, the Third Street Station was successful and mobile ticketing was next on the horizon. President Cobb recommended that next year at the Stockholder's meeting, time be allowed to provide an update of accomplishments for the prior year. OTHER BUSINESS: Director Michalski-Karney advised that her staff used Valley Metro services daily and passengers expressed they liked Metroflex, but the only disadvantage was requiring exact change for cash payments. President Cobb advised that the correctional plan was still in place and progress was being made; and expressed appreciation to General Manager, Kevin Price and Assistant General Manager, Ron Parker for their efforts. NEXT MEETING: President Cobb announced that the next GRTC Board of Directors meeting would be on Monday, July 15, 2024, at 12:30 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:51 p.m. APPROVED: ATTEST: J ep L. obb ecelia T. Webb President Assistant Secretary GREATER ROANOKE TRANSIT COMPANY July 15, 2024 A regular meeting of the Board of Directors of the Greater Roanoke Transit Company was called to order by President Joseph L. Cobb on Monday, July 15, 2024 at 12:30 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 Matthew Crookshank, Dwayne D'Ardenne, Maxwell Dillon, Andrew Keen, Michalski-Karney, and President Joseph L. Cobb-6. ABSENT: Vice-President Vivian Sanchez-Jones-1. Also present were Angela O'Brien, Assistant Vice-President for Operations; Cecelia T. Webb; Assistant Secretary; Timothy R. Spencer, General Counsel and Registered Agent; Kevin L. Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. President Cobb declared the existence of a quorum. MINUTES: Without objection by the Board, President Cobb advised that the reading of the minutes of the regular meeting held on Monday,June 17,2024,would be dispensed with and approved as written. (See copy of minutes on file in the Secretary's Office.) REPORTS OF OFFICERS: SECRETARY: ELECTION OF OFFICERS: The Secretary submitted a written report advising that Article V, Officers, of the By-Laws of the Greater Roanoke Transit Company provides that the Board of Directors, promptly after their election each year, shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as 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.) Director D'Ardenne placed the following names in nomination: Council Member Joseph L. Cobb as President; Council Member Vivian Sanchez-Jones as Vice-President; Dr. Lydia Pettis Patton, Interim City Manager as Vice-President of Operations; Angela O'Brien, Assistant City Manager as Assistant Vice-President of Operations; Cecelia F. McCoy, City Clerk as Secretary; Cecelia T. Webb, Deputy City Clerk as Assistant Secretary; Andrea Trent, Acting Director of Finance as Treasurer; Timothy R. Spencer, City Attorney as General Counsel and Registered Agent; and Laura Carini, Deputy City Attorney as Assistant General Counsel, for one-year terms of office, each, ending June 30, 2025. 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, 2025: FOR COUNCIL MEMBERS COBB AND SANCHEZ-JONES, INTERIM CITY MANAGER PATTON, ASSISTANT CITY MANAGER O'BRIEN, CITY ATTORNEY SPENCER, DEPUTY CITY ATTORNEY CARINI, ACTING DIRECTOR OF FINANCE TRENT, CITY CLERK MCCOY, AND DEPUTY CITY CLERK WEBB: AYES: Directors Crookshank, D'Ardenne, Dillon, Keen, Michalski-Karney, and President Cobb-6. NAYS: None-0. (Directors Sanchez-Jones was absent.) GENERAL MANAGER: MANAGEMENT UPDATE: The General Manager submitted the Management Update dated July 15, 2024, with regard to the following items: • Micro-Transit Project Update • TPAC Meeting Update • GRTC Ridership Update • Transit Bus Shelter Projects (See Management Update on file in the Secretary's Office.) General Manager Price gave an update with regard to the Micro-Transit Project advising that MetroFLX, Valley Metro's micro-transit extended service pilot project, continue to experience an increase of overall ridership activity. He further advised that the MetroFLX Project Group met and identified that ridership is strong on Sundays, new user trip booking may require extended call times/hold periods for other callers, trip denials are increasing due to full buses at certain times of the service period (Peak period), additional marketing activities may be necessary and a formal complaint/compliment process needs to be developed. With regard to the TPAC meeting, GRTC ridership, and transit bus shelter projects, Mr. Price advised that the meeting notes of the TPAC meeting were included in the management update document, GRTC ridership had increased by 8 percent over last year and the bus shelter projects were doing well with an extensive list of over 15 projects. He expressed pride in the work being done and pointed out one of the most difficult factors in a bush shelter project was the land easement because GRTC does not own land. Director Michalski-Karney inquired about the progress of the Walmart bus shelter. Mr. Price replied that some progress has been made as in a meeting will take place with the new property owner to discuss a possible bus shelter at that location. FINANCIAL UPDATE — 1ST HALF FY24 EXPENSE REPORT: The General Manager submitted the financial update noting that on the surface revenues were steady, but expenses were a bit below where they should be. President Cobb commented that steady progress was good, but the goal was to move forward. The Vice-President of Operations advised that a meeting took place with regard to compensation for Valley Metro staff and the outcome was that an outside agency needed to perform a quick compensation study, including benchmarks for similar sized localities. (For full text, see Financial Update on file in the Secretary's Office.) TRANSIT STRATEGIC PLAN PRESENTATION: Elisabeth (Lib) Rood, Senior Transportation Planner, KFH Group, Inc., and GRTC consultant, presented the following: • Chapter 1: System Overview and Strategic Vision • Chapter 2: System Performance and Operations Analysis • Chapter 3: Planned Improvements and Modifications • Chapter 4: implementation Plan • Chapter 5: Financial Plan • Appendix A: Agency Profile (See the Transit Strategic Plan Presentation on file in the Secretary's office.) Director D'Ardenne inquired about the purchase of electric buses; whereupon, Ms. Rood advised that electric buses could replace traditional buses, but were double the cost. Director D'Ardenne requested the information be included in the Plan and asked if there was risk in not adopting the Plan as of yet. Ms. Rood advised that the Plan could be updated to include the information, but it was imperative to adopt the Plan, for the DRPT deadline was June 30, 2024. There being further no remarks or inquiries following the presentation, President Cobb thanked Ms. Rood for the valuable information and advised the Transit Strategic Plan Presentation would be received and filed. Director D'Ardenne offered the following resolution: "A RESOLUTION adopting the Transit Strategic Plan (TSP) for Fiscal Years FY2025 through 2034 for Greater Roanoke Transit Company." (For full text, see resolution on file in the Secretary's Office.) Director D'Ardenne moved the adoption of the resolution. The motion was seconded by Director Michalski-Karney and adopted by the following vote: AYES: Directors Crookshank, D'Ardenne, Dillon, Keen, Michalski-Karney, and President Cobb-6. NAYS: None-0. (Directors Sanchez-Jones was absent.) OTHER BUSINESS: None. NEXT MEETING: President Cobb announced that the next GRTC Board of Directors meeting would be on Monday, September 16, at 12:30 p.m., in the EOC Conference Room, Room 159, first floor, Noel C. Taylor Municipal Building. There being no further business, the President declared the regular meeting adjourned at 1:45 p.m. APPROVED: ATTEST: J sep d-Cobb Cecelia T. Webb President Assistant Secretary