Meeting of the Transportation District Commission of Thursday, January 31, 2019 • 1:00 p.m. 2nd Floor Board Room • 3400 Victoria Boulevard, Hampton, VA

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A meeting of the Transportation District Commission of Hampton Roads will be held on Thursday, January 31, 2019 at 1:00 p.m. at 3400 Victoria Boulevard, Hampton, VA.

The meeting is open to the public and in accordance with the Board’s operating procedures and in compliance with the Freedom of Information Act, there will be an opportunity for public comment at the beginning of the meeting.

The agenda and supporting materials are included in this package for your review.

Meeting of the Transportation District Commission of Hampton Roads Thursday, January 31, 2019 • 1:00 p.m. 2nd Floor Board Room • 3400 Victoria Boulevard, Hampton, VA.

1. Call to Order & Roll Call

2. Public Comments

3. Approval of December 13, 2018 Meeting Minutes

4. President’s Monthly Report - William Harrell

A. Board Updates

5. Committee Reports

A. Audit & Budget Review Committee - Commissioner Hunter/ Conner Burns, Chief Financial Officer

 November & December 2018 Financial Reports  Acceptance of the Annual Financial Audit

B. Operations & Oversight Committee - Commissioner Parnell/ Sonya Luther, Director of Procurement

 Contract No: 18-79499 – Automated Bus Technology Consortium (Phase I)

Recommending Commission Approval: Award of a contract to AECOM Technical Services, Inc. for participation in a transit agency consortium for an automated bus technology deployment program in the not-to-exceed amount of $100,000.

 Contract No: 18-78378 – Elizabeth River Ferry Dock Reconstruction

Recommending Commission Approval: Award of a contract to Corman Kokosing Construction Company to perform Elizabeth River Ferry dock reconstruction in the not-to-exceed amount of $2,637,000.

 Contract No: 18-78367 – Legal Services (Renewal)

Recommending Commission Approval: Award of a renewal contract to Williams Mullen, Vandeventer Black, and Pender & Coward to provide legal services in the combined not-to-exceed amount of $2,975,000 for a term of five (5) years.

 Contract No: 18-78353 – Security Guard Services (Renewal)

Recommending Commission Approval: Award of a renewal contract to Top Guard Services to provide security guard services in the not-to-exceed amount of $5,636,332.32 over a five-year period.

 Contract No: 18-79496 – TRAFFIX General Communications and Marketing Consultant Services

Recommending Commission Approval: Award of a contract to Siddall Communications, Inc. to provide HRT’s TRAFFIX Department with general communications and marketing consultant services in the not-to- exceed amount of $450,000.

 Contract No: 18-78498 – Two (2) 40’ MAX Suburban Diesel Buses

Recommending Commission Approval: Award of a contract to to procure two (2) heavy duty 40’ Suburban buses in the total amount of $1,001,306.

C. Planning and New Starts Development Committee - Commissioner Wood

D. External/Legislative Advisory Committee - Commissioner Kanoyton

E. Management/Financial Advisory Committee – Brian DeProfio/ Conner Burns, Chief Financial Officer

F. Advisory Subcommittee - Ms. Janice Taylor, Chair

G. Transit Ridership Advisory Sub-Committee – Ms. Doris Johnson, Chair

6. Old and New Business

 Resolution No. 01-2019: Authorizing the issuance of bonds, notes and other obligations in a maximum principal amount not to exceed $17,000,000.00 to evidence a revolving line of credit.

7. Comments by Commission Members

8. Closed Session (as necessary)

9. Adjournment

The next meeting will be held on Thursday, February 28, 2019 at 1:00 p.m. in the 2nd Floor Board Room at 509 E. 18th Street, Norfolk, VA.

Meeting Minutes of the Transportation District Commission of Hampton Roads Thursday, December 13, 2018 • 3:00 p.m. 2nd Floor Board Room • 509 E. 18th Street, Norfolk, VA

Call to order

A quorum was attained, and Chairman Fuller called the meeting to order at 3:04 p.m.

Commissioners in attendance: Chairman Fuller, Chesapeake Past Chair Woodbury, Newport News Vice Chair Hunter, Portsmouth Commissioner West, Chesapeake Alt. Commissioner Sorey, Chesapeake Commissioner Pittard, VDRPT Alt. Commissioner Cipriano, Newport News Commissioner Gray, Hampton Commissioner McClellan, Norfolk Alt. Commissioner Inman, Norfolk Commissioner Rowe, Portsmouth Commissioner Ross-Hammond, Virginia Beach Commissioner Wood, Virginia Beach Alt. Commissioner Reel, Virginia Beach

Hampton Roads Transit Staff in attendance: Kim Ackerman, Chief Human Resource Officer Ray Amoruso, Chief Planning and Development Officer Debbie Ball, Assistant Director of Finance Keisha Branch, Capital Programs & Grant Administration Officer Conner Burns, Chief Financial Officer David Burton, General Counsel, Williams Mullen Alesia Cain, Chief Technology Officer Gene Cavasos, Director of Marketing & Communications Rodney Davis, Director of Customer Relations Margaret Denoncourt, Internal Auditor Glenda Dixon, Director of ERP Services Sheri Dixon, Manager of Revenue Services Angela Glass, Director of Budget & Financial Analysis William Harrell, President and CEO Tom Holden, Media Relations Specialist Keith Johnson, Manager of Paratransit 1

Sonya Luther, Director of Procurement Shanti Mullen, Auditor I Sibyl Pappas, Chief Engineering & Facilities Officer Mike Perez, Director of Rolling Stock Jim Price, Chief Transit Operations Officer Luis R. Ramos, Sr. Executive Assistant/Commission Secretary Sylvia Shanahan, Director of Finance Benjamin Simms, Director of Transportation Brandon Singleton, Assistant Director of Budget Brian Smith, Chief of Staff Mark Stemple, Director of Maintenance Brittany Sumpter, DBE & Grants Coordinator Robert Travers, Corporate Counsel

Others in attendance:

Tracy Bedgood, Cherry Bekaert Consultants Judith Brown, League of Women Voters Krista Edoff, Cherry Bekaert Consultants Andrew Innis, VADRPT Carl Jackson, City of Portsmouth Denise Johnson, Chair, Transit Ridership Advisory Committee Roy Kientz, WSP Ina Kreps, Citizen – Paratransit Customer Simon Mosbah, WSP Janice Taylor, Chair, Paratransit Advisory Committee Constantinos Velissarios, City of Newport News Andrew Zalewski, Foursquare ITP

The TDCHR meeting package was distributed electronically to all Commissioners, the media, and the public in advance of the meeting. The meeting package consisted of:

 Agenda  Meeting Minutes  President’s Report Presentation  Social Media Analytics  Committee Reports

Alt. Commissioner Sorey and Commissioner Ross Hammond arrived 3:07 p.m.

Public Comments

Ms. Judith Brown stated that she traveled to the Commission meeting by bus and shared some insight on what made it a very pleasant experience to include a very courteous operator.

A motion to close the Public Comments was made by Alternate Commissioner Iman and properly seconded by Commissioner Ross-Hammond. A roll call vote resulted as follows:

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Ayes: Commissioners Fuller, Sorey, Pittard, Gray, Inman, Jackson, Ross-Hammond, and Wood.

Nays: None

Abstain: None

Approval of the November 2018 TDCHR Meeting Minutes

A motion to approve the November 2018 meeting minutes, was made by Alternate Commissioner Jackson and properly seconded by Commissioner Gray. A roll call vote resulted as follows:

Ayes: Commissioners Fuller, Sorey, Pittard, Gray, Iman, Jackson, Ross-Hammond, and Wood.

Nays: None

Abstain: None

President’s Monthly Report

Mr. Harrell welcomed everyone to the meeting.

Commissioner Jim Wood was recognized for his commitment and dedication to the Commission.

Commissioner Wood gave some words of thanks and noted City Councilman Aaron Rouse will be representing the City of Virginia Beach on the Board.

Mr. Harrell thanked everyone for pushing the meeting back to 3:00 p.m. and accommodating the Joint HRTPO/HRTAC meeting that was held in Chesapeake.

Mr. Harrell stated that the regional Transit Transformation Project was underway and introduced Dr. Brian Smith. Dr. Smith provided information on the project and introduced Roy Kienitz of WSP, who is the lead consultant on the project.

Mr. Kienitz gave a presentation on a Performance Diagnostic of HRT that was recently completed, comparing HRT with eight peer agencies using data from the National Transit Database. Key observations that were noted included:

 HRT operating costs are 20% below average, the lowest among peers.  Bus service offered per rider is 25% above the peer average.  The base bus fare of $2.00 is slightly above average, however fare discounting and longer average trips contribute to fare earnings per mile at 25% below average.  HRT farebox recovery ratio is slightly below average.  HRT bus ridership is down 15% over 10 years, while ridership at peers agencies is down 20%. 3

 The HRT bus fleet is older and experiences more breakdowns than the peer average.  The region spends significantly less per capita on transit compared to peers.

It was stated that HRT is efficient overall, but services may not be aligned with highest demand and that WSP would be looking at what a different bus network for the region could look like. There was discussion on how new service may look different. There was a discussion regarding ridership and its relation to the size of the bus fleet. There was some discussion regarding geography playing a role in the length of time passengers are on a bus. Commissioner Rowe stated that where we send our buses is more important and that HRT needs to go where people are. Mr. Harrell commented on the benefit of having this data as the project evaluates and determines how the HRT of tomorrow will look very different than it does today.

NOTE: Commissioner’s Rowe, Woodbury, and McClellan arrived shortly thereafter. Commissioner West arrived at 3:17 p.m. and was sworn in by Mr. Burton. Commissioner West replaced Alternate Commissioner Sorey at the table.

COMMITTEE REPORTS

Audit and Budget Review Committee

Financial Report

Mr. Conner Burns introduced Ms. Krista Edoff and Tracy Bedgood with Cherry Bekaert.

Ms. Edoff gave a presentation on the draft financial audit conducted by Cherry Bekaert.

Cherry Bekaert stated it will finalize the work next week to be transmitted to the Board. Cherry Bekaert is requesting that the Commissioners review the data and present questions next week, so a proper response to any question can be brought forth.

There was a question regarding utilizing HRTs internal auditor in the financial audit and it was stated that Cherry Bekaert does not use services of our internal audit.

Mr. Burns stated that financial variance was less than $500 and commended staff on the report.

Mr. Burns stated that Ms. Silvia Shanahan is retiring at the end of December and Mr. Brandon Singleton was leaving HRT to pursue a new career opportunity in the private sector.

Mr. Burns presented the October Financial Report and noted that he gave a full presentation at MFAC.

Commissioner McClellan left the meeting at 4:04 p.m. and was replaced at the table by Alternate Commissioner Inman. 4

Operations and Oversight Committee

Ms. Sonya Luther presented the following contracts for approval:

Contract No. 18-78368, Provision of Magnetic Fare Media (Renewal) was recommended for Commission approval to award a contract to Electronic Data Magnetic, Inc to provide commercial banking services in the amount of $165,330.00.

A motion to approve Contract No. 18-78368, Provision of Magnetic Fare Media (Renewal) was made by the Operations and Oversight Committee and properly seconded by Commissioner Woodbury. A roll call vote resulted as follows:

Ayes: Commissioners Fuller, Woodbury, West, Pittard, Gray, Cipriano, Inman, Rowe, Ross- Hammond, Wood

Nays: None

Abstain: None

Planning and New Starts Development Committee

The Planning and New Starts Development Committee did not meet in November and no report was given.

External Legislative Advisory Committee (ELAC)

Mr. Joe Dillard stated that ELAC did not meet, however in lieu of this HRT hosted a round table lunch meeting with regional lobbyists from various organizations. Mr. Dillard stated that the discussion included transit service levels and funding for the Hampton Roads region as well as was going on in Northern Virginia related to statewide transit funding.

Commissioner West left at 4:16 p.m. and was replaced by Alternate Commissioner Sorey at the table.

Management Finance Advisory Committee (MFAC)

Mr. Karl Daughtrey spoke in the absence of MFAC Chair, Mr. DeProfio, and provided an overview of the MFAC meeting.

It was stated that the MFAC recommends that localities be credited over the remaining half of the fiscal year approximately half of the $554,000 in additional State funding that was provided for FY2019.

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Mr. Harrell spoke regarding state revenues and stated that HRT intends at the January meeting to have a projection of revenues and expenses through the end of the fiscal year to help inform decision making

Mr. Harrell requested that the Board not entertain any refunds or advance credits to localities at this time, until HRT provides financial projections at the January board meeting.

There was a discussion regarding potential credits and the budget. Recommendations were discussed. Mr. Harrell stated that had, HRT known earlier in the FY2019 budget development process that there would be additional funding coming from state, HRT would have moved more federal dollars to the capital program, which has been a need the Commission has discussed and was also documented in the recent financial review conducted by the DRPT.

Ms. Cipriano stated that this topic has been very actively discussed since May and she would support a one-month delay however wants to also know what steps have been taken to secure funding relief due to inclement weather events.

Paratransit Advisory Sub-Committee (PAC)

There was no report given. It was stated that the committee met on Tuesday.

Transit Ridership Advisory Committee (TRAC)

Ms. Doris Johnson stated that TRAC met on November 17th and provided an update of the meeting.

Ms. Johnson stated that public participation on transformation project was requested at the meeting.

Ms. Johnson stated that HRT security initiatives and security issues were addressed by HRT.

Old and New Business

Mr. Andrew Innis with the Department of Rail and Public Transportation gave a presentation on a safety audit of as included in the meeting package.

Commissioner Rowe motioned that the President and CEO be directed to write a letter to the Norfolk City Manager regarding the report on the light rail safety hazards and asking the City of Norfolk to take corrective actions. Commissioner Ross-Hammond seconded the motion. A roll call vote resulted as follows:

Ayes: Commissioners Fuller, Cipriano, Sorey, Gray, Rowe, Ross-Hammond, and Reel.

Nays: None

Abstain: Pittard, Inman

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Alternate Commissioner Inman stated that Norfolk is looking at the report and their first concern is the safety of the customers, and they will take the information into consideration as they move forward with the report and corrective actions.

NOTE: Commissioner Wood left the meeting at 4:29 p.m. and was replaced by Alternate Commissioner Reel. Commissioner Woodbury left at 4:31 p.m.

Attorney David Burton read Resolution 07-2018, Adopting Update to the HRT Capital Improvement Plan (CIP) for FY 2019 - FY 2025.

A motion to approve Resolution 07-2018, Adopting Update to the HRT Capital Improvement Plan (CIP) for FY 2019 - FY 2025 was made by Commissioner Gray and properly seconded by Commissioner Ross-Hammond. A Roll call vote resulted as follows:

Ayes: Commissioners Fuller, Sorey, Cipriano, Pittard, Gray, Rowe, Inman, Ross-Hammond, and Reel.

Nays: None

Abstain: None

Comments by Commissioners

There were no comments by commissioners

Adjournment

The meeting adjourned at 4:54 p.m.

TRANSPORTATION DISTRICT COMMISSION OF HAMPTON ROADS

______Douglas Fuller ATTEST: Chair

______Luis R. Ramos, Commission Secretary January 24, 2019

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TDCHR Board Meeting December 13, 2018

1 Board Update

• HRT Performance Diagnostic - WSP

• Annual Financial Statements - Cherry Bekaert

2 TDCHR Board Meeting December 13, 2018

3 HAMPTON ROADS President’s Report TRANSIT January 2019

EVALUATING PERFORMANCE AND CHARTING THE PATH AHEAD

The Transit Transformation Project (www.transformtransit.com) is underway. This is an opportunity, working with stakeholders, to shape the future with more efficient and effective bus transit to serve the region better. In the months ahead, we’ll be evaluating our options, keeping in mind these six overarching goals for the HRT system:

1. Provide multimodal options for access to major activity centers, jobs, higher education, schools, healthcare, grocery stores, cultural and sports venues and community services across the region, regardless of jurisdictional boundaries. 2. Provide safe and accessible service to all users including people with disabilities, people who depend on transit, seniors, and youth. 3. Provide frequent and reliable service that offers regional connections in line with travel demand. 4. Provide a customer-centric service by making it easier to understand and more attractive, leveraging up-to-date technology for providing real-time information and payment options. 5. Support economic and land use development plans and attract new businesses to the region. 6. Reduce congestion and limit the environmental impacts of transportation by making a more efficient use of roadway space, taking cars off the road, and reducing bus emissions.

We know the HRT bus system needs to be relevant and reliable to effectively support the region’s economic health and prosperity, as reflected in these goals. It’s also important, as we look to evaluate new service options, to have a comprehensive understanding of the performance of the current system.

To this end, last month Roy Kienitz of WSP, the lead consultant for the Transit Transformation Project, reported results of a performance diagnostic on HRT. This information helps provide a strong baseline to compare between what the region has today and what HRT could look like in the future.

WSP’s assessment relied on data reported to the National Transit Database. This is the most reliable depository of data available nationwide. HRT was compared to 8 peer agencies (Pinellas Suncoast Transit Authority; Jacksonville Transit Authority; Central Ohio Transit Authority; Sacramento Regional Transit District; San Bernardino County Public Transit; Southwest Ohio Regional Transit Authority; Kansas City Area Transit Authority; Charlotte Area Transit System; and Greater Richmond Transit Company).

Here is a snapshot of observations from WSP’s assessment:

• HRT Operating Costs are the lowest among peer agencies – 20 percent lower than the average. • HRT provides a broad level of service – the overall amount of bus service offered per rider is 25 percent above the peer average. • HRT’s base fare of $2.00 is slightly above average. However, longer average trips and fare discounts appear to result in actual earnings retained from fares that are about 25 percent below average. • HRT’s farebox recovery (which is the amount of operating costs that are covered by passenger fares) is slightly below average. • Ridership on HRT buses has decreased about 15 percent over 10 years, while peer agencies have experienced about a 20 percent decrease. • HRT’s bus fleet is older than others and is subject to more frequent breakdowns. • There is significantly less spending per capita on transit in Hampton Roads compared to other regions. HAMPTON ROADS President’s Report TRANSIT January 2019

As these observations suggest, the design and performance of the current system – as well as the funding that is necessary to deliver more reliable service – certainly merit closer scrutiny. It’s time to roll up our sleeves!

We’ll be diving deeper in the months ahead. Here are the 8 goals for the Transit Transformation Project moving forward:

1. Present a truly regional, cross-boundary analysis of service needs based on a blank-slate analysis of current travel demand, demographics, land uses, and new service design in comparison to current system performance. 2. Be open to hard conversations on service trade-offs such as frequency vs. coverage, on system inefficiencies, and on planning and funding while explaining the steps necessary to implement service changes. 3. Think outside the box to propose solutions to operational, service provision, and financial issues: consider testing and revisiting new service/service changes, pilots for new technologies and mobilities, different service patterns for different areas, etc. 4. Describe and promote the value of transit as a critical regional need for supporting economic growth and access to jobs in the region, as well as transit branding, including vehicles. 5. Present clear and new options of service models for transit in Hampton Roads including high-frequency service and on-demand service, while considering local needs. 6. Develop a final cost-neutral plan with recommendations for service, cost allocation and funding strategy (if different from current model), and customer-oriented improvements, which shall be adopted by HRT’s governing board and endorsed by the Hampton Roads Metropolitan Planning Organization as required by the Commonwealth of Virginia. 7. Develop additional options for targeted capital and operating investments for the cities and the region, including improvements to reduce trip time and appropriate vehicle investments and amenities. 8. Communicate broadly, spread the enthusiasm, and engage the cities, regional stakeholders, the HRT governing board, and the general public, including current users, in decision-making at all stages of the project.

Sincerely,

William E. Harrell President and CEO Hampton Roads Transit HAMPTON ROADS Social Media Analytics TRANSIT November - December 2018

FACEBOOK STATS November 1 – November 30, 2018 December 1 – December 31, 2018 HRT’s Facebook @hrtfan HRT’s Facebook @hrtfan Total fans: 12,706 Total fans: 12,715 Total posts: 9 Total posts: 13 Impressions: 13,363 Impressions: 27,864 Engagements: 211 Engagements: 620 Clicks: 29 Clicks: 550 People engaged: 59% female, 41% male People engaged:Faceb 59%ook Pfemale,ages | 3 41% of 7 male Women between 25-34 most active users Women between 25-34 most active users

Facebook Top Posts, by Reactions FACEBOOK TOP POSTS

Post Reactions Comments Engagement Reach

Hampton Roads Transit HRT will operate � and the Elizabeth River Ferry until 2 a.m. on #NewYearsEve for those celebrating in Downtown Norfolk or Portsmouth, Virginia. � � Rail service will run every 30-minutes starting at 9 p.m. The last train will leave MacArthur Square for Newtown Road at about 1:30 a.m. Normally, service stops at 11 p.m. on weekdays. Parking is free at Ballentine/Broad Creek, and Newtown Road train stations. For customers of the Elizabeth River Ferry, the last boat leaving Waterside will be 1:45 a.m. Ferry service will operate every 30 minutes. The additional service is being provided by the City of Norfolk Government and City of Portsmouth in support of events celebrating the year's end. Waterside District is hosting a large party, New Year’s Eve Live, while the Hilton Norfolk THE MAIN is also hosting special events. Both locations are served by the 42 3 4.1% 1,887 MacArthur Square light rail station. HRT will provide regular weekday bus service. For more information on transit services, visit gohrt.com.

(Post) December 26, 2018 11:23 am

Hampton Roads Transit #ThrowbackThursday to December 1, 1955 when Civil rights activist Rosa Parks refused to surrender her bus seat to a white passenger, spurring the Montgomery boycott and other efforts to end segregation. This past Halloween, this adorable young lady dressed as Rosa Parks for a school history project. We had a blast doing this photoshoot at HRT. #RosaParks #MotherOfTheFreedomMovement #gohrt

41 2 6.8% 1,205

(Post) December 20, 2018 8:30 am

Hampton Roads Transit Happy New Year’s Eve! � � � Goodbye 2⃣0⃣1⃣8⃣, Hello 2⃣0⃣1⃣9⃣! Just a reminder, HRT will operate The Tide light rail and the Elizabeth River Ferry services until 2:00 a.m. for people participating in any of the numerous events taking place in Downtown Norfolk or Portsmouth, Virginia #TagAFriend #gohrt

19 2 3.8% 1,010

(Post) December 31, 2018 5:42 pm Twitter Profiles | 2 of 7

Twitter Posts & Conversations

MESSAGES PER DAY

12

10

8

6

4

2

0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 DEC

RECEIVED SENT

Sent/Received Metrics Totals The number of messages you sent decreased by Tweets sent 18 HAMPTON ROADS Social Media Analytics TRANSIT November - December 2018 Direct Messages sent 1 17.4% Total Sent 19 since previous month TWITTER STATS

November 1 – November 30, 2018 December 1 – December 31, 2018 HRT’s Twitter @gohrt_com HRT’s Twitter @gohrt_com The number of messages you Total followers: 6,468 Total followers: 6,486 Mentions received 58 received decreased by Tweets sent: 60 Tweets sent: 56 Retweets:Direct Me 27ssages received Retweets:3 44 Mentions received: 67 Mentions received: 111 52.3% Impressions:Total Receiv 62,349ed Impressions:61 59,663 since previous month Engagements: 302 Engagements: 511 Clicks: 44 Clicks: 83 People engaged: 54% male, 46% female People engaged: 54% male, 46% female Men between 35-44 most active users Men between 35-44 most active users

Twitter Top Posts, by Responses TWITTER TOP POSTS Twitter Profiles | 3 of 7 Tweet Reach Responses Clicks Retweets

gohrt_com TwitterP laTnnoinpg toP roings itns th,e b Neyw RYeears inp @oNnorsfoelkDsowntown this year? HRT and the @NorfolkVA have extended light rail and ferry service until 2am Dec. 31st. 23,724 10 – 8 #HappyNewYear #TryTransit #Safetyfirst https://t.co/yYDF9iYtN8

Tweet (Tweet) December 22, 2017 4:51 pm Reach Responses Clicks Retweets

gohrt_com https://t.co/e9RQrqEZ21 7,000 3 – 2 (Tweet) December 29, 2017 10:14 pm

gohrt_com Party on, HRT extends hours for New Year's Eve https://t.co/vNDxO5PtP4 via @13NewsNow 6,307 1 – 1

(Tweet) December 29, 2017 5:46 pm

gohrt_com HRT’s offering extended service for rail and ferry on New Year's Eve https://t.co/TDSA5Dupyx via @WAVY_News 6,060 1 – 1 (Tweet) December 25, 2017 8:25 pm

gohrt_com @JusssDavid Please provide stop location and direction of travel so we can investigate. – 1 – – (Tweet) December 19, 2017 9:53 pm Draft Financial Statement

NOVEMBER 2018 FISCAL YEAR 2019 FINANCIAL REPORT

1 OPERATING FINANCIAL STATEMENTS NOVEMBER 2018

FISCAL YEAR 2019 Annual Month to Date Year to Date Dollars in Thousands Budget Budget ActualVariance Budget Actual Variance Operating Revenue Passenger Revenue$ 15,160.4 $ 1,163.8 $ 1,212.6 $ 48.8 4.2 %$ 6,750.1 $ 6,754.9 $ 4.8 0.1 % Advertising Revenue 800.0 66.7 84.5 17.8 26.7 % 333.3 460.1 126.7 38.0 % Other Transportation Revenue 2,046.7 170.6 204.9 34.4 20.1 % 852.8 939.3 86.6 10.2 % Non-Transportation Revenue 60.0 5.0 15.7 10.7 213.2 % 25.0 81.2 56.2 224.8 % Total Operating Revenue 18,067.1 1,406.0 1,517.7 111.6 7.9 % 7,961.2 8,235.5 274.3 3.4 % Non-Operating Revenue Federal Funding 18,024.7 1,636.8 1,509.3 (127.5) (7.8) % 7,172.8 6,863.4 (309.4) (4.3) % State Funding 19,507.9 1,625.7 1,671.9 46.2 2.8 % 8,128.3 8,359.3 231.0 2.8 % Local Funding 43,288.9 3,607.4 3,607.4 (0.0) (0.0) % 18,037.0 18,037.0 (0.0) (0.0) % Total Non-Operating Revenue 80,821.5 6,869.9 6,788.5 (81.3) (1.2) % 33,338.2 33,259.8 $ (78.4) (0.2) % TOTAL REVENUE$ 98,888.6 $ 8,275.9 $ 8,306.2 $ 30.3 $ 41,299.4 $ 41,495.3 $ 195.9

Personnel Services$ 64,152.7 $ 5,425.6 $ 5,247.3 $ 178.3 3.3 %$ 26,616.3 $ 25,980.6 $ 635.7 2.4 % Contract Services 8,420.2 701.8 810.5 (108.6) (15.5) % 3,507.4 3,114.1 393.2 11.2 % Materials & Supplies 10,285.3 808.4 901.4 (93.0) (11.5) % 4,516.5 4,936.1 (419.7) (9.3) % Utilities 1,205.3 105.1 90.2 14.9 14.2 % 478.9 463.4 15.6 3.2 % Casualties & Liabilities 4,201.1 350.1 344.1 6.0 1.7 % 1,750.6 1,726.5 24.0 1.4 % Purchased Transportation 8,844.1 737.0 704.6 32.4 4.4 % 3,685.1 3,542.9 142.2 3.9 % Other Miscellaneous Expenses 1,779.9 147.9 137.5 10.4 7.0 % 744.7 690.5 54.3 7.3 % TOTAL EXPENSE$ 98,888.6 $ 8,275.9 $ 8,235.5 $ 40.4 $ 41,299.4 $ 40,454.1 $ 845.3

SURPLUS (DEFICIT) 70.8 1,041.2

Draft Financial Statement 2 1,800,000.00 OPERATING 1,600,000.00 FINANCIAL STATEMENTS NOVEMBER 2018 1,400,000.00 1,200,000.00 Farebox Revenue 1,000,000.00 800,000.00 600,000.00 400,000.00 200,000.00 ‐ JUL AUG SEPT OCT NOV DEC JAN FEB MAR APR MAY JUNE FY18 ACTUAL FY19 BUDGET FY19 ACTUAL 9,500,000.00 9,000,000.00 Total Expenses 8,500,000.00 8,000,000.00 7,500,000.00 7,000,000.00 6,500,000.00 6,000,000.00 5,500,000.00 5,000,000.00 JUL AUG SEPT OCT NOV DEC JAN FEB MAR APR MAY JUNE FY18 ACTUAL FY19 BUDGET FY19 ACTUAL

Draft Financial Statement 3 PROCUREMENTS BETWEEN $50K-$100K NOVEMBER 2018

Contract Method of Contract DescriptionCost CenterFunding Source Award Amount Award Date Awarded VendorPerformance Period Number Procurement Nov‐18

Elevator Maintenance and 18‐78371 Facilities Operations RFQ $ 85,672.00 11/15/2018 Atlantic Blueridge Elevator Co. 1 yr. w/4 1‐yr. options Inspection Services 18‐79487 PeopleSoft HCM Payroll North Amer iTechnology Operations RFQ $ 75,000.00 11/29/2018 Oracle America, Inc. 1 year 18‐79490 Rapid Recovery Appliance Technology Operations RFQ $ 78,894.00 11/29/2018 Electronic Systems, Inc. 5 years

4 Draft Financial Statement

DECEMBER 2018 FISCAL YEAR 2019 FINANCIAL REPORT

1 OPERATING FINANCIAL STATEMENTS DECEMBER 2018

FISCAL YEAR 2019 Annual Month to Date Year to Date Dollars in Thousands Budget Budget ActualVariance Budget Actual Variance Operating Revenue Passenger Revenue$ 15,160.4 $ 1,195.2 $ 1,188.4 $ (6.8) (0.6) %$ 7,945.3 $ 7,943.2 $ (2.0) (0.0) % Advertising Revenue 800.0 66.7 (21.8) (88.5) (132.8) % 400.0 438.2 38.2 9.6 % Other Transportation Revenue 2,046.7 170.6 188.9 18.4 10.8 % 1,023.3 1,128.3 104.9 10.3 % Non-Transportation Revenue 60.0 5.0 37.6 32.6 652.5 % 30.0 118.8 88.8 296.0 % Total Operating Revenue 18,067.1 1,437.4 1,393.1 (44.3) (3.1) % 9,398.6 9,628.6 230.0 2.4 % Non-Operating Revenue Federal Funding 18,024.7 1,636.8 1,507.2 (129.6) (7.9) % 8,724.2 8,370.7 (353.5) (4.1) % State Funding 19,507.9 1,625.7 1,671.9 46.2 2.8 % 9,753.9 10,031.2 277.3 2.8 % Local Funding 43,288.9 3,607.4 3,607.4 (0.0) (0.0) % 21,644.5 21,644.5 (0.0) (0.0) % Total Non-Operating Revenue 80,821.5 6,869.9 6,786.5 (83.4) (1.2) % 40,122.5 40,046.3 $ (76.2) (0.2) % TOTAL REVENUE$ 98,888.6 $ 8,307.2 $ 8,179.6 $ (127.7) $ 49,521.1 $ 49,674.9 $ 153.7

Personnel Services$ 64,148.6 $ 5,357.5 $ 5,406.4 $ (48.9) (0.9) %$ 31,972.1 $ 31,387.0 $ 585.1 1.8 % Contract Services 8,422.7 704.3 589.5 114.9 16.3 % 4,211.7 3,703.6 508.1 12.1 % Materials & Supplies 10,285.3 820.8 915.0 (94.2) (11.5) % 5,337.3 5,851.1 (513.8) (9.6) % Utilities 1,205.3 104.2 113.5 (9.3) (8.9) % 583.1 576.9 6.2 1.1 % Casualties & Liabilities 4,201.1 350.1 341.9 8.2 2.3 % 2,100.6 2,068.4 32.2 1.5 % Purchased Transportation 8,844.1 737.0 656.5 80.5 10.9 % 4,422.1 4,199.4 222.7 5.0 % Other Miscellaneous Expenses 1,781.5 147.9 150.6 (2.7) (1.9) % 894.3 841.1 53.2 5.9 % TOTAL EXPENSE$ 98,888.6 $ 8,221.8 $ 8,173.3 $ 48.4 $ 49,521.1 $ 48,627.4 $ 893.7 SURPLUS (DEFICIT) 6.3 1,047.5

Draft Financial Statement 2 LOCALITY CROSSWALK DECEMBER 2018

Draft Financial Statement 3 OPERATING FINANCIAL STATEMENTS DECEMBER 2018

Farebox Revenue 1,800,000.00 1,600,000.00 1,400,000.00 1,200,000.00 1,000,000.00 800,000.00 600,000.00 400,000.00 200,000.00 ‐ JUL AUG SEPT OCT NOV DEC JAN FEB MAR APR MAY JUNE

FY18 ACTUAL FY19 BUDGET FY19 ACTUAL

Draft Financial Statement 4 LOCALITY RECONCILIATION DECEMBER 2018

YTD October 2018 Total Local FISCAL YEAR 2019 Annual Year to Date (Dollars in Thousands) Budget Budget Actual Variance Locality Operating Share$ 43,288.9 $ 14,429.7 $ 14,429.7 Plus: Local Farebox$ 14,546.2 $ 5,359.9 $ 5,215.9 Locality Share ‐ Sub‐Total$ 57,835.1 $ 19,789.6 $ 19,645.6 $ (144.0)

Plus: Federal Aid$ 13,975.7 $ 4,229.4 $ 4,304.2 $ 74.8 State Aid$ 18,142.3 $ 6,047.5 $ 6,232.3 $ 184.8 Total Revenue Contribution$ 89,953.1 $ 30,066.5 $ 30,182.1 $ 115.6

Operating Expenses$ 89,953.1 $ 30,066.5 $ 29,445.2 $ (621.3)

Budget Status to Date: $ 736.9 *

KPI's Farebox Recovery 16.2% 17.8% 17.7% Farebox as a % of Locality Share ‐ Sub‐Total 25.2% 27.1% 26.5% Farebox as a % of Locality Operating Share 33.6% 37.1% 36.1% Draft Financial Statement 5 LOCALITY RECONCILIATION DECEMBER 2018

Chesapeake FISCAL YEAR 2019 Annual Year to Date (Dollars in Thousands) Budget Budget Actual Variance Locality Operating Share$ 2,510.4 $ 1,255.2 $ 1,255.2 Plus: Local Farebox$ 746.9 $ 391.5 $ 379.8 Locality Share ‐ Sub‐Total$ 3,257.3 $ 1,646.7 $ 1,635.0 $ (11.7)

Plus: Federal Aid$ 888.7 $ 427.2 $ 426.6 $ (0.6) State Aid$ 1,015.0 $ 507.5 $ 516.7 $ 9.2 Total Revenue Contribution$ 5,161.0 $ 2,581.4 $ 2,578.3 $ (3.1)

Operating Expenses$ 5,161.0 $ 2,581.4 $ 2,522.9 $ (58.5)

Budget Status to Date: $ 55.4

KPI's Farebox Recovery 14.5% 15.2% 15.1% Farebox as a % of Locality Share ‐ Sub‐Total 22.9% 23.8% 23.2% Farebox as a % of Locality Operating Share 29.8% 31.2% 30.3%

YTD October 2018 Chesapeake FISCAL YEAR 2019 Annual Year to Date (Dollars in Thousands) Budget Budget Actual Variance Locality Operating Share$ 2,510.4 $ 836.8 $ 836.8 Plus: Local Farebox$ 746.9 $ 275.2 $ 261.7 Locality Share ‐ Sub‐Total$ 3,257.3 $ 1,112.0 $ 1,098.5 $ (13.5)

Plus: Federal Aid$ 888.7 $ 269.0 $ 268.4 $ (0.6) State Aid$ 1,015.0 $ 338.3 $ 341.1 $ 2.8 Total Revenue Contribution$ 5,161.0 $ 1,719.3 $ 1,708.0 $ (11.3)

Operating Expenses$ 5,161.0 $ 1,719.3 $ 1,652.9 $ (66.4)

Budget Status to Date: $ 55.1

KPI's Farebox Recovery 14.5% 16.0% 15.8% Farebox as a % of Locality Share ‐ Sub‐Total 22.9% 24.7% 23.8% Farebox as a % of Locality Operating Share 29.8% 32.9% 31.3% Draft Financial Statement 6 LOCALITY RECONCILIATION DECEMBER 2018

Newport News FISCAL YEAR 2019 Annual Year to Date (Dollars in Thousands) Budget Budget Actual Variance Locality Operating Share$ 7,220.0 $ 3,610.0 $ 3,610.0 Plus: Local Farebox$ 2,473.1 $ 1,296.1 $ 1,300.0 Locality Share ‐ Sub‐Total$ 9,693.1 $ 4,906.1 $ 4,910.0 $ 3.9

Plus: Federal Aid$ 2,697.4 $ 1,296.4 $ 1,304.1 $ 7.7 State Aid$ 3,132.1 $ 1,566.0 $ 1,617.7 $ 51.7 Total Revenue Contribution$ 15,522.6 $ 7,768.5 $ 7,831.8 $ 63.3

Operating Expenses$ 15,522.6 $ 7,768.5 $ 7,699.3 $ (69.2)

Budget Status to Date: $ 132.5

KPI's Farebox Recovery 15.9% 16.7% 16.9% Farebox as a % of Locality Share ‐ Sub‐Total 25.5% 26.4% 26.5% Farebox as a % of Locality Operating Share 34.3% 35.9% 36.0%

YTD October 2018 Newport News FISCAL YEAR 2019 Annual Year to Date (Dollars in Thousands) Budget Budget Actual Variance Locality Operating Share$ 7,220.0 $ 2,406.7 $ 2,406.7 Plus: Local Farebox$ 2,473.1 $ 911.3 $ 889.4 Locality Share ‐ Sub‐Total$ 9,693.1 $ 3,318.0 $ 3,296.1 $ (21.9)

Plus: Federal Aid$ 2,697.4 $ 816.3 $ 811.9 $ (4.4) State Aid$ 3,132.1 $ 1,044.0 $ 1,057.2 $ 13.2 Total Revenue Contribution$ 15,522.6 $ 5,178.3 $ 5,165.2 $ (13.1)

Operating Expenses$ 15,522.6 $ 5,178.3 $ 4,993.6 $ (184.7)

Budget Status to Date: $ 171.6

KPI's Farebox Recovery 15.9% 17.6% 17.8% Farebox as a % of Locality Share ‐ Sub‐Total 25.5% 27.5% 27.0% Farebox as a % of Locality Operating Share 34.3% 37.9% 37.0% Draft Financial Statement 7 LOCALITY RECONCILIATION DECEMBER 2018 Hampton FISCAL YEAR 2019 Annual Year to Date (Dollars in Thousands) Budget Budget Actual Variance Locality Operating Share$ 4,488.8 $ 2,244.4 $ 2,244.4 Plus: Local Farebox$ 1,442.4 $ 755.9 $ 710.1 Locality Share ‐ Sub‐Total$ 5,931.2 $ 3,000.3 $ 2,954.5 $ (45.8)

Plus: Federal Aid$ 1,652.1 $ 794.1 $ 793.1 $ (1.0) State Aid$ 1,897.6 $ 948.8 $ 970.2 $ 21.4 Total Revenue Contribution$ 9,480.9 $ 4,743.2 $ 4,717.8 $ (25.4)

Operating Expenses$ 9,480.9 $ 4,743.2 $ 4,655.1 $ (88.1)

Budget Status to Date: $ 62.7

KPI's Farebox Recovery 15.2% 15.9% 15.3% Farebox as a % of Locality Share ‐ Sub‐Total 24.3% 25.2% 24.0% Farebox as a % of Locality Operating Share 32.1% 33.7% 31.6% YTD October 2018 Hampton FISCAL YEAR 2019 Annual Year to Date (Dollars in Thousands) Budget Budget Actual Variance Locality Operating Share$ 4,488.8 $ 1,496.3 $ 1,496.3 Plus: Local Farebox$ 1,442.4 $ 531.5 $ 487.1 Locality Share ‐ Sub‐Total$ 5,931.2 $ 2,027.8 $ 1,983.4 $ (44.4)

Plus: Federal Aid$ 1,652.1 $ 500.0 $ 495.6 $ (4.4) State Aid$ 1,897.6 $ 632.5 $ 635.8 $ 3.3 Total Revenue Contribution$ 9,480.9 $ 3,160.3 $ 3,114.8 $ (45.5)

Operating Expenses$ 9,480.9 $ 3,160.3 $ 3,028.0 $ (132.3)

Budget Status to Date: $ 86.8

KPI's Farebox Recovery 15.2% 16.8% 16.1% Farebox as a % of Locality Share ‐ Sub‐Total 24.3% 26.2% 24.6% Farebox as a % of Locality Operating Share 32.1% 35.5% 32.6% Draft Financial Statement 8 LOCALITY RECONCILIATION DECEMBER 2018 Norfolk FISCAL YEAR 2019 Annual Year to Date (Dollars in Thousands) Budget Budget Actual Variance Locality Operating Share$ 19,243.1 $ 9,621.4 $ 9,621.4 Plus: Local Farebox$ 6,702.8 $ 3,512.8 $ 3,473.4 Locality Share ‐ Sub‐Total$ 25,945.9 $ 13,134.2 $ 13,094.8 $ (39.4)

Plus: Federal Aid$ 5,128.5 $ 2,464.9 $ 2,519.5 $ 54.6 State Aid$ 7,930.1 $ 3,965.0 $ 4,026.7 $ 61.7 Total Revenue Contribution$ 39,004.5 $ 19,564.1 $ 19,641.0 $ 76.9

Operating Expenses$ 39,004.5 $ 19,564.1 $ 19,025.6 $ (538.5)

Budget Status to Date: $ 615.4

KPI's Farebox Recovery 17.2% 18.0% 18.3% Farebox as a % of Locality Share ‐ Sub‐Total 25.8% 26.7% 26.5% Farebox as a % of Locality Operating Share 34.8% 36.5% 36.1%

YTD October 2018

Norfolk FISCAL YEAR 2019 Annual Year to Date (Dollars in Thousands) Budget Budget Actual Variance Locality Operating Share$ 19,243.1 $ 6,414.3 $ 6,414.3 Plus: Local Farebox$ 6,702.8 $ 2,469.8 $ 2,417.7 Locality Share ‐ Sub‐Total$ 25,945.9 $ 8,884.1 $ 8,832.0 $ (52.1)

Plus: Federal Aid$ 5,128.5 $ 1,552.0 $ 1,558.9 $ 6.9 State Aid$ 7,930.1 $ 2,643.4 $ 2,655.0 $ 11.6 Total Revenue Contribution$ 39,004.5 $ 13,079.5 $ 13,045.9 $ (33.6)

Operating Expenses$ 39,004.5 $ 13,079.5 $ 12,447.8 $ (631.7)

Budget Status to Date: $ 598.1 *

KPI's Farebox Recovery 17.2% 18.9% 19.4% Farebox as a % of Locality Share ‐ Sub‐Total 25.8% 27.8% 27.4% Farebox as a % of Locality Operating Share 34.8% 38.5% 37.7% Draft Financial Statement 9 LOCALITY RECONCILIATION DECEMBER 2018 Portsmouth FISCAL YEAR 2019 Annual Year to Date (Dollars in Thousands) Budget Budget Actual Variance Locality Operating Share$ 2,773.2 $ 1,386.6 $ 1,386.6 Plus: Local Farebox$ 921.6 $ 483.0 $ 463.4 Locality Share ‐ Sub‐Total$ 3,694.8 $ 1,869.6 $ 1,850.0 $ (19.6)

Plus: Federal Aid$ 988.7 $ 475.2 $ 447.9 $ (27.3) State Aid$ 1,152.9 $ 576.5 $ 604.1 $ 27.6 Total Revenue Contribution$ 5,836.4 $ 2,921.3 $ 2,902.0 $ (19.3)

Operating Expenses$ 5,836.4 $ 2,921.3 $ 2,933.9 $ 12.6

Budget Status to Date: $ (31.9)

KPI's Farebox Recovery 15.8% 16.5% 15.8% Farebox as a % of Locality Share ‐ Sub‐Total 24.9% 25.8% 25.0% Farebox as a % of Locality Operating Share 33.2% 34.8% 33.4%

YTD October 2018 Portsmouth FISCAL YEAR 2019 Annual Year to Date (Dollars in Thousands) Budget Budget Actual Variance Locality Operating Share$ 2,773.2 $ 924.4 $ 924.4 Plus: Local Farebox$ 921.6 $ 339.6 $ 324.3 Locality Share ‐ Sub‐Total$ 3,694.8 $ 1,264.0 $ 1,248.7 $ (15.3)

Plus: Federal Aid$ 988.7 $ 299.2 $ 279.1 $ (20.1) State Aid$ 1,152.9 $ 384.3 $ 396.7 $ 12.4 Total Revenue Contribution$ 5,836.4 $ 1,947.5 $ 1,924.5 $ (23.0)

Operating Expenses$ 5,836.4 $ 1,947.5 $ 1,912.5 $ (35.0)

Budget Status to Date: $ 12.0

KPI's Farebox Recovery 15.8% 17.4% 17.0% Farebox as a % of Locality Share ‐ Sub‐Total 24.9% 26.9% 26.0% Farebox as a % of Locality Operating Share 33.2% 36.7% 35.1% Draft Financial Statement 10 LOCALITY RECONCILIATION DECEMBER 2018 Virginia Beach FISCAL YEAR 2019 Annual Year to Date (Dollars in Thousands) Budget Budget Actual Variance Locality Operating Share$ 7,053.4 $ 3,526.8 $ 3,526.9 Plus: Local Farebox$ 2,259.4 $ 1,184.1 $ 1,116.1 Locality Share ‐ Sub‐Total$ 9,312.8 $ 4,710.9 $ 4,643.0 $ (67.9)

Plus: Federal Aid$ 2,620.3 $ 1,259.3 $ 1,321.2 $ 61.9 State Aid$ 3,014.6 $ 1,507.3 $ 1,613.0 $ 105.7 Total Revenue Contribution$ 14,947.7 $ 7,477.5 $ 7,577.2 $ 99.7

Operating Expenses$ 14,947.7 $ 7,477.5 $ 7,677.0 $ 199.5

Budget Status to Date: $ (99.8) *

KPI's Farebox Recovery 15.1% 15.8% 14.5% Farebox as a % of Locality Share ‐ Sub‐Total 24.3% 25.1% 24.0% Farebox as a % of Locality Operating Share 32.0% 33.6% 31.6%

YTD October 2018 Virginia Beach FISCAL YEAR 2019 Annual Year to Date (Dollars in Thousands) Budget Budget Actual Variance Locality Operating Share$ 7,053.4 $ 2,351.2 $ 2,351.2 Plus: Local Farebox$ 2,259.4 $ 832.5 $ 835.7 Locality Share ‐ Sub‐Total$ 9,312.8 $ 3,183.7 $ 3,186.9 $ 3.2

Plus: Federal Aid$ 2,620.3 $ 792.9 $ 890.3 $ 97.4 State Aid$ 3,014.6 $ 1,005.0 $ 1,146.5 $ 141.5 Total Revenue Contribution$ 14,947.7 $ 4,981.6 $ 5,223.7 $ 242.1

Operating Expenses$ 14,947.7 $ 4,981.6 $ 5,410.4 $ 428.8

Budget Status to Date: $ (186.7) *

KPI's Farebox Recovery 15.1% 16.7% 15.4% Farebox as a % of Locality Share ‐ Sub‐Total 24.3% 26.1% 26.2% Farebox as a % of Locality Operating Share 32.0% 35.4% 35.5% *Heavily weighted service hours for July ‐ September Draft Financial Statement 11 PROCUREMENTS BETWEEN $50K-$100K DECEMBER 2018

December 2018 Contract Funding Method of Award Awarded Performance Number Contract Description Cost Center Source Procurement Amount Award Date Vendor Period Bus and Light Rail Vehicle Video Surveillance Apollo Video PO 80122 System Replacement Parts Operations Operations RFQ $ 88,040.00 12/17/2018 Technology, LLC N/A

12 Draft Projection

DECEMBER 2018 FISCAL YEAR END 2019 PROJECTION

13 FISCAL YEAR END 2019 PROJECTION

FY2019 FY2019 Approved Year End Surplus/ Budget Projections (Deficit) REVENUE Operating Revenue$ 18,067,097 $ 18,615,878 $ 548,781 Federal Funding$ 18,024,749 $ 17,723,908 $ (300,841) State Funding$ 19,507,857 $ 20,062,368 $ 554,511 Local Funding$ 43,288,906 $ 43,288,906 $ ‐ TOTAL REVENUE$ 98,888,609 $ 99,691,060 $ 802,451

TOTAL EXPENSE$ 98,888,609 $ 98,888,609 $ ‐

SURPLUS/(DEFICIT)$ (0) $ 802,451 $ 802,451

LOCALITY TRUE‐UP Chesapeake$ 45,514 Newport News$ 116,221 Hampton$ 11,272 Norfolk$ 760,727 Portsmouth$ (105,774) Virginia Beach$ (25,509) TOTAL LOCALITY TRUE‐UP$ 802,451

Draft Projection 14 STATE REVENUE LOCALITY PAYMENT REDUCTION FISCAL YEAR END 2019 PROJECTION FY2019 FY2019 Approved Year End Surplus/ Budget Projections (Deficit) REVENUE Operating Revenue$ 18,067,097 $ 18,615,878 $ 548,781 Federal Funding$ 18,024,749 $ 17,723,908 $ (300,841) State Funding$ 19,507,857 $ 20,062,368 $ 554,511 Local Funding$ 43,288,906 $ 43,011,650 $ (277,257) TOTAL REVENUE$ 98,888,609 $ 99,413,803 $ 525,195

TOTAL EXPENSE$ 98,888,609 $ 98,888,609 $ ‐

SURPLUS/(DEFICIT)$ (0) $ 525,194 $ 525,195

LOCALITY TRUE‐UP Chesapeake$ 30,004 Newport News$ 68,356 Hampton$ (17,728) Norfolk$ 639,533 Portsmouth$ (123,394) Virginia Beach$ (71,577) TOTAL LOCALITY TRUE‐UP$ 525,194

Draft Projection 15 Automated Bus Technology Contract No: 18-79499 Title: Total Price: $100,000 Consortium (Phase 1)

Acquisition Description: Enter into a sole source contract with AECOM Technical Services, Inc. (AECOM) for participation in a transit agency consortium for the development of an automated bus technology deployment program.

Background: AECOM has created a unique public transit agency consortium for the purpose of conducting a multi-phase examination of the viability of implementing automated buses in each agency’s fixed route service. The AECOM consortium will be comprised of transit agencies from around the country selected by AECOM. AECOM’s stated goal is to diversify the characteristics of its participating agencies to the greatest extent possible in order to obtain a wide array of autonomous vehicle performance characteristics primarily based upon weather, terrain and geography. Such diversity will permit AECOM and the consortium participants to gain and benefit from as much data as possible from varying geographic locations and individual agency needs. AECOM has divided the work of the consortium into two (2) separate phases. A brief description of the work performed in each phase is as follows:

 The first phase, currently referred to AECOM as Preliminary Development, involves the participation by seven (7) to nine (9) diverse transit agencies. Preliminary Development will define potential routes, operating plans, automated bus specifications, funding strategies, deployment plans and an estimate of initial and ongoing costs for automated bus service for each agency.

 At the end of Preliminary Development, each agency will decide whether to continue their participation in the consortium. If an agency elects to proceed, it is anticipated that the participating agencies will join in a joint procurement to purchase the automated buses and deploy the same. AECOM will continue to work with participating agencies to optimize the efficient operation and maintenance of automated bus service. If a transit agency determines that automated buses are not prudent or viable for its operations at the conclusion of Phase One, the agency may terminate its participation in the consortium at that time without penalty.

This procurement pertains exclusively to Phase One.

Contract Approach: Sole source procurements are permissible when only one source is practicably available, and the award of a contract is infeasible under small purchase procedures, sealed bids, or competitive proposals. Additionally, sole source procurements are permissible when the good or service is only available from one (1) responsible source because it involves a unique or innovative concept or capability not available from another source.

After reasonable inquiry, HRT could not find any comparable programs employing similar concepts by any other entity in the transit field. Therefore, full and open competition was not Automated Bus Technology Contract No: 18-79499 Title: Total Price: $100,000 Consortium (Phase 1)

feasible. Sole Source procurements are accomplished through solicitation and acceptance of a proposal from only one source.

A Request for Proposal (RFP) was issued on December 20, 2018 and AECOM provided a responsive proposal on January 2, 2019 in the amount of $100,000. The proposal included pricing for partnership in the consortium for Phase 1.

A price analysis was performed utilizing comparative pricing for other general planning Consultants. Based on the result of the price analysis performed, AECOM’s proposal is deemed fair and reasonable.

AECOM is a global engineering firm based in Los Angeles, CA that provides professional, technical and management support services to both public and private sector clients.

The period of performance for this contract is one (1) year to complete Phase 1.

Cost/Funding: This contract will be funded with operating and grant funds.

Project Manager: Brian Smith, Chief of Staff

Contracting Officer: Sonya Luther, Director of Procurement

Recommendation: It is respectfully recommended that the Commission approve the award of a contract to AECOM Technical Services, Inc. for participation in a transit agency consortium for an automated bus technology deployment program in the not-to-exceed amount of $100,000. Elizabeth River Ferry Dock Total Price: $2,637,000 Contract No: 18-78378 Title: Reconstruction Term 20 months

Acquisition Description: Enter into a contract with a qualified firm for the design and reconstruction of the four (4) Elizabeth River Ferry (ERF) docks.

Background: The four (4) ERF ferry docks were built or reconstructed during a period from 1991 (High Street) to 2001 (North Landing). General repair efforts to correct storm damage and other obvious deficiencies affecting the ferry operation were completed in 2014. Subsequent ferry dock inspections were conducted in December 2015. The docks are generally in fair-to-good condition; however, a number of structural repair items requiring attention were identified. As of 2018, the current ERF ferry docks will have been in revenue service from sixteen (16) to twenty-seven (27) years; the ferry fleet has an average age nearing thirty (30) years. Given that all vessels and docks are exposed to a harsh marine environment and occasional storm events, almost all floating ferry assets are approaching the end of their useful lives and require either replacement or reconstruction. HRT has a requirement to restore and maintain the ERF to a state of good repair.

ERF ferry service commenced in 1984 and the current service is exempt from ADA accessibility compliance under the Act’s “grandfather” clause. Replacement of the ferry fleet and reconstruction of the dock structures triggers a concurrent evaluation of facility access. The current ferry dock facilities, with respect to ADA requirements, are not in full compliance with the applicable provisions of 36 CFR 1196, “Passenger Vessels Accessibility Guidelines.” Under the terms of this agreement, the Contractor is required to develop the ferry dock design, fabrication, installation, and project scheduling to bring the ERF facilities into a state of good repair, upgrade capacity where specified, and provide docks that are compatible with ERF’s new vessels.

Contract Approach: A Request for Proposals (RFP) was issued on August 30, 2018. Twenty- eight (28) vendors were solicited through direct email. The solicitation was also posted to the Virginian Pilot and Daily Press (print and online); HRT’s website; and, eVA’s website. The eVA Report of Vendors Notified stated that 542 vendors were advised of the solicitation via email. Thirty (30) vendors registered on HRT’s website to download copies of the solicitation. One (1) proposal was received on October 22, 2018 from Corman Kokosing Construction Company (Corman) in the total amount of $2,637,000. A post-solicitation survey conducted concluded that the other firms solicited did not possess the capability and/or capacity to provide the requirements as described in the Scope of Work (SOW); were reviewing the SOW for subcontracting opportunities; or, were currently otherwise committed to other projects. There was no indication that a re-solicitation to pursue more competition would have resulted in greater participation.

After an initial review and evaluation of the proposal, HRT staff determined that Corman is deemed technically qualified, and therefore invited for discussions and negotiations. Negotiations focused on clarify scope items; and, reducing the proposed pricing. At the conclusion of negotiations, a Best and Final Offer (BAFO) was requested. Elizabeth River Ferry Dock Total Price: $2,637,000 Contract No: 18-78378 Title: Reconstruction Term 20 months

After an in-depth review and analysis of the BAFO received, and although Corman offered no concessions in price, HRT staff determined that Corman provided the best value to HRT based on a combination of technical capability and price. As a result, Corman’s pricing is deemed fair and reasonable based on a price analysis performed utilizing the independent cost estimate and historical data. A contractor responsibility review performed confirmed that Corman is both technically and financially capable to perform the work.

Corman is located in Chesapeake, VA and has provided similar services to the Maryland Port Administration, based in Baltimore, MD; and, CSX Transportation, Inc., based in Jacksonville, FL.

The period of performance for this contract is twenty (20) months.

A DBE goal of 9% was established for this solicitation. Corman has committed to 1.48% DBE participation and provided acceptable documentation to demonstrate good faith effort for the remaining 7.52%.

Cost/Funding: This contract will be funded by grant funds.

Project Manager: Lee Roy Padgett, Director of Engineering

Contracting Officer: Sonya Luther, Director of Procurement

Recommendation: It is respectfully recommended that the Commission approve the award of a contract to Corman Kokosing Construction Company to perform Elizabeth River Ferry dock reconstruction in the not-to-exceed amount of $2,637,000.

Price: $2,975,000 Contract No: 18-78367 Title: Legal Services (Renewal) Term: 3yrs. w/2 1-yr Options

Acquisition Description: Enter into a renewal contract with qualified legal firms to provide legal services on an as needed basis.

Background: Hampton Roads Transit (HRT) seeks qualified legal firms that maintain a local presence in the Hampton Roads service region to provide high quality legal services. Under the terms of this agreement, the legal firms shall possess adequate staff of experienced attorneys, as well as support personnel to address the legal requirements of HRT. The firms shall provide General Counsel to advise the Board of Commissioners regarding all legal aspects of Agency business; specialist legal advice and services to HRT on corporate and transactional issues; liability matters, including personal injury and property claims; worker’s compensation issues; labor and employment matter; and, represent HRT in any formal or informal proceedings that involve the respective matter as needed.

Contract Approach: A Request for Proposals (RFP) was issued on August 31, 2018. Three (3) proposal were received on October 17, 2018 from the following firms:

 Pender and Coward (PC)  Vandeventer Black (VB)  Williams Mullen (WM)

Since no responses were received to a post-solicitation survey conducted, HRT deemed a re- solicitation to pursue more competition would not have resulted in greater participation.

Upon review and evaluation of the technical proposals, HRT staff determined that all three (3) firms were technically qualified to meet the requirements of the Scope of Work (SOW). The firms were subsequently invited for discussions and negotiations. Negotiations focused on reducing the proposed hourly rates and achieving the most competitive pricing. At the conclusion of negotiations, Best and Final Offers (BAFOs) were requested.

As a result of the negotiations, Pender and Coward and Vandeventer Black both reduced their hourly rates by an average of approximately 1%, while Williams Mullen offered an hourly rate average reduction of approximately 9%. Pender and Coward’s and Vandeventer Black’s average hourly rates over the five (5) year period are the same as that of the previous contract; Williams Mullen’s average hourly rates for the five (5) years are approximately 8% over the previous contract rates.

A summary of the hourly rates for the three (3) base years of the contract are as follows:

Price: $2,975,000 Contract No: 18-78367 Title: Legal Services (Renewal) Term: 3yrs. w/2 1-yr Options

Senior Partner Partner Associate Paralegal General Counsel Williams Mullen $305 $285 / $145 Vandeventer Black $320 $295 $225 $125 Corporate Williams Mullen $305 $285 $235 $145 Vandeventer Black $320 $295 $220 $125 Liability Def. Pender & Coward $195 $195 $160 $65 Vandeventer Black $225 $205 $190 $120 Williams Mullen / $250 $225 $145 Workers’ Compensation Pender & Coward $165 $165 $145 $90 Vandeventer Black $210 $200 $180 $115 Labor & Employment Vandeventer Black $285 $260 $185 $100 Williams Mullen $305 $285 $235 $145

In order for HRT to have the ability to obtain the most skilled and experienced resources at the most favorable price when legal services are required and to account for the potential of ethical conflicts, a decision was made to award to all three (3) firms. The firm’s proposed rates are deemed fair and reasonable based on a price analysis performed utilizing historical data and the fact that pricing was obtained in a competitive environment. A contractor responsibility review performed confirmed that the firms are all technically and financially capable to perform the services.

Williams Mullen is headquartered in Virginia Beach, VA and provides similar services to Portfolio Recovery Associates, Inc. in Norfolk, VA; Universal Leaf Tobacco Company, Inc. in Richmond, VA; and, CONSOL Energy, Inc. in Canonsburg, PA. Williams Mullen also performs these services for HRT satisfactorily.

Vandeventer Black is headquartered in Norfolk, VA and provides similar services to Norfolk Airport Authority in Norfolk, VA; TCC Real Estate Foundation in Norfolk; and, VCU Health System Dept. of Professional Liability in Richmond, VA. Vandeventer Black also provides these services for HRT satisfactorily.

Pender & Coward is headquartered in Virginia Beach, VA and provides similar services to the Virginia Beach Public Schools; VML Insurance Programs in Glen Allen, VA; and Shelter Insurance Companies in Columbia, MI. Pender & Coward also provides these services for HRT satisfactorily. Price: $2,975,000 Contract No: 18-78367 Title: Legal Services (Renewal) Term: 3yrs. w/2 1-yr Options

The period of performance for this contract is three (3) base years with two (2) additional one-year options.

No DBE goal was established for this solicitation.

Cost/Funding: This contract will be funded with operating funds.

Project Manager: Robert Travers, Corporate Counsel

Contracting Officer: Fevrier Valmond, Senior Contract Specialist

Recommendation: It is respectfully recommended that the Commission approve the award of a contract to Williams Mullen, Vandeventer Black, and Pender & Coward to provide legal services in the combined not-to-exceed amount of $2,975,000 for a term of five (5) years. Security Guard Base Year Price: $1,082,976.42 Contract No: 18-78353 Title: Services Total Option Price: $4,553,355.90 w/4-1 (Renewal) yr. options

Acquisition Description: Enter into a renewal contract with a qualified Contractor to provide armed and unarmed security guard services at various HRT locations throughout the Hampton Roads Service area.

Background: Hampton Roads Transit (HRT) requires professional security guard services at facilities located throughout Hampton Roads and fare monitoring service on-board The Tide light rail vehicles. Under the terms of this agreement, the Contractor shall provide routine foot patrol during their scheduled shift and operating hours; respond to incident service calls; provide reports of incidents and other statistical information; and, perform other duties as directed by HRT’s Project Manager. The Contractor shall have an established presence in Hampton Roads within HRT’s service area; and, furnish corporate and on-site management, technical support, trained security, law enforcement, and any equipment, tools, materials, or supplies necessary to perform security guard services.

Contract Approach: A Request for Proposal (RFP) was issued on June 22, 2018. Seven (7) proposals were received on August 14, 2018 from the following firms:

 Allied Universal Security Services (Allied)  Arrow Security (Arrow)  Guard One Protective Services (Guard One)  Securitas Security Services USA, Inc. (Securitas)  Swanson Services, LLC (Swanson)  Top Guard Services (Top Guard)  U.S. Security Associates (U.S. Security)

Upon review and evaluation of the technical proposals, Arrow, Guard One, Securitas, Swanson and U.S. Security were eliminated due to technical deficiencies. The two remaining firms, Allied and Top Guard were deemed technically qualified for meeting the requirements of the Scope of Work (SOW) and as such, were invited to discuss their proposals and provide technical clarifications on their approach to the SOW.

At the conclusion of technical presentations, both firms were invited for further discussions and negotiations. Negotiations focused on clarifying assumptions made in establishing pricing, reducing proposed hourly labor rates and increasing the estimated hours required at certain security posts. At the conclusion of negotiations, Best and Final Offers (BAFOs) were requested.

After a review and analysis of the BAFOs received, HRT staff determined that Top Guard provided the best value to HRT based on a combination of technical capability and price. Top Guard’s total pricing increased by $648,187.26 due to the increase in estimated hours required by HRT; Security Guard Base Year Price: $1,082,976.42 Contract No: 18-78353 Title: Services Total Option Price: $4,553,355.90 w/4-1 (Renewal) yr. options

however, their hourly rates decreased by an average of 0.5%. Rates for similar positions in the previous contract increased by an average of approximately 10% in the BAFO. The previous contract was awarded in 2013 for five (5) years, for services at fewer locations. Top Guard’s prices are deemed fair and reasonable based on a price analysis performed and the fact that the pricing was obtained in a competitive environment. A contractor responsibility review confirmed that Top Guard is technically and financially capable to perform the work.

Top Guard is headquartered in Norfolk, VA; and, has provided similar services to Tidewater Community College locations throughout Hampton Roads; the City of Norfolk; and, the City of Newport News. Top Guard also currently provides these services for HRT satisfactorily.

The Contract period of performance is one (1) base year, with four (4) additional one-year options.

No DBE goal was assigned for this solicitation; however, Top Guard is a certified DBE firm.

Cost/Funding: This contract will be funded with operating funds.

Project Manager: Rick Justice, Security Manager

Contracting Officer: Jason Petruska, Contract Specialist

Recommendation: It is respectfully recommended that the Commission approve the award of a renewal contract to Top Guard Services to provide security guard services in the not-to-exceed amount of $5,636,332.32 over a five-year period.

Top Guard Services’ Summary Base Year Option Year 1 Option Year 2 Option Year 3 Option Year 4 Total $1,082,976.42 $1,104,851.08 $1,126,822.58 $1,149,381.80 $1,172,300.44 $5,636.332.32

Security Guard Base Year Price: $1,082,976.42 Contract No: 18-78353 Title: Services Total Option Price: $4,553,355.90 w/4-1 (Renewal) yr. options

SOLICITATION RESULTS

BEST AND OFFEROR OFFER FINAL OFFER Swanson Services, LLC $4,134,428.10 N/A Guard One Protective Services $4,289,557.50 N/A Securitas Security Services USA, Inc. $4,866,519.78 N/A Top Guard Services $4,988,145.06 $5,636,332.32 Allied Universal Security Services $5,293,012.77 $6,229,051.67 U.S. Security Associates $5,492,518.62 N/A Arrow Security $7,972,350.60 N/A

TRAFFIX General Communications Price: $450,000 Contract No: 18-79496 Title: and Marketing Consultant Services Term: 1 year

Acquisition Description: Piggyback on an existing Commonwealth of Virginia, Department of Rail and Public Transportation (DRPT) Contract No. 505-18-CC0013 (State Contract) to provide Hampton Roads Transit’s TRAFFIX Department (TRAFFIX) with general communications and marketing consultant services.

Background: Using the competitive procurement process, on June 25, 2018, the Commonwealth of Virginia awarded Contract No. 505-18-CC0013 to Siddall Communications, Inc. (Siddall) to provide general communications and marketing consultant services during a period of three (3) years. Under the terms of the Contract, as a DRPT funds recipient, the Transportation District Commission of Hampton Roads dba Hampton Roads Transit (HRT) is considered an additional user. This procurement is to utilize the Siddall contract to assist TRAFFIX with marketing and advertising planning; media buys; and, concept development and production. It should be noted that HRT is often precluded from “piggybacking” on existing state contracts as those agreements often do not include all of the contractual terms mandated by the Federal Transit Administration (FTA). DRPT, however, included the mandated federal terms in the State Contract thus allowing HRT to procure services pursuant to this agreement.

Contract Approach: The original State Contract was competitively procured with a number of hourly labor rates for various positions, including, but not limited to Art Director, Production Director, Media Planner/Buyer and Creative Director. A breakdown of services to be provided is as follows: Description Not-to-Exceed Price Events, Strategic Partnerships and Community Relations $75,000  Community events  Strategic community relations  Employer/Employee events  Radio remotes  Television partnerships Creative, Production, Administration, and Media Buying $80,000  Website content  Employer outreach support materials  Media planning and buying  Creative materials Production and Media $295,000  Out of pocket and production costs  Media budget

TRAFFIX General Communications Price: $450,000 Contract No: 18-79496 Title: and Marketing Consultant Services Term: 1 year

Based on a price analysis conducted by DRPT at the time of award of the State Contract, and the fact that the pricing was obtained in a competitive environment, Siddall’s proposed price of $450,000 is deemed fair and reasonable.

All FTA required certifications have been received and verified.

The period of performance for this contract is one (1) year.

A DBE goal of 2% was established for this solicitation and Siddall has committed to 2% DBE participation.

Cost/Funding: This contract will be funded by grant funds.

Project Manager: Ron Hodges, Director of Business Development

Contracting Officer: Sonya Luther, Director of Procurement

Recommendation: It is respectfully recommended that the Commission approve the award of a contract to Siddall Communications, Inc. to provide HRT’s TRAFFIX Department with general communications and marketing consultant services in the not-to-exceed amount of $450,000. Two (2) 40’ MAX Suburban Diesel Contract No: 18-78498 Title: Price: $1,001,306 Buses

Acquisition Description: Piggyback on an existing Commonwealth of Virginia, Department of Rail and Public Transportation (DRPT) Contract No. 194-75548 MA2274 to procure two (2) 40’ “MAX” Suburban Buses (State Contract).

Background: Using the competitive procurement process, in June 2017, the Commonwealth of Virginia awarded Contract No. E194-75548 MA2274 to Gillig to purchase a number of different style buses during a base term of one (1) year with four (4) additional one-year options. Under the terms of the Contract, as a DRPT funds recipient, the Transportation District Commission of Hampton Roads dba Hampton Roads Transit (HRT) is considered an additional user. This procurement is to utilize the Gillig contract to purchase two (2) 40’ heavy duty Suburban buses for use in HRT’s operations. It should be noted that HRT is often precluded from “piggybacking” on existing state contracts as those agreements often do not include all of the contractual terms mandated by the Federal Transit Administration (FTA). DRPT, however, included the mandated federal terms in the State Contract thus allowing HRT to order buses pursuant to this agreement.

Contract Approach: The original State Contract was competitively procured with a base unit price of $387,867 for a standard 40’ bus. Unit prices for additional features/options were also established at the time of award of the State Contract. Gillig’s unit price to HRT, including HRT selected options, is $500,653. HRT’s options include passenger information stations, overhead luggage lofts with reading lights, a raised rear platform, heavy duty driver’s protective barrier, upgraded passenger windows with bonded frames, side turn signal guards, Trapeze TransitMaster Automatic Vehicle Locator (AVL), Twin Vision amber LED destination and rear run signs, Genfare FastFare fareboxes, farebox guards, Apollo video surveillance systems, bike racks, two (2) Qpod wheel chair restraints, electrically assisted power steering and a number of other additional upgrades.

Based on a price analysis conducted by DRPT at the time of award of the State Contract, and the fact that the pricing was obtained in a competitive environment, Gillig’s unit price of $500,653 is deemed fair and reasonable.

All FTA required pre-award audits and certifications confirming Buy America, final assembly and motor vehicle safety standards have been received and verified.

Cost/Funding: This contract will be funded by grant funds.

Project Manager: Michael Perez, Operations Project and Contract Administrator

Contracting Officer: Sonya Luther, Director of Procurement Two (2) 40’ MAX Suburban Diesel Contract No: 18-78498 Title: Price: $1,001,306 Buses

Recommendation: It is respectfully recommended that the Commission approve the award of a contract to Gillig to procure two (2) heavy duty 40’ Suburban buses in the total amount of $1,001,306. TRAC Report January, 2019

HRT’s Transit Riders Advisory Committee (TRAC) met on January 9, 2019, in Hampton.

Antoinette White, Manager of Service Planning provided a presentation on the revised Snow Routes. Rodney Davis, Director of Customer Relations discussed the Transit Transformation survey.

The next TRAC meeting will be held in Norfolk on March 6, 2019.

RESOLUTION NO. 01-2019

Resolution No. 01-2019: Authorizing the issuance of bonds, notes and other obligations in a maximum principal amount not to exceed $17,000,000.00 to evidence a revolving line of credit.

WHEREAS, the President & CEO of the Transportation District Commission of Hampton Roads (“Commission”) has advised the Commission that it will be necessary from time to time to borrow on the credit of the Commission for the purposes of meeting current expenses as approved in the annual budget; and

WHEREAS, the President & CEO anticipates that revenues, federal grant revenues and non- federal operating subsidies will be available in the near future in an amount approximately equal to or in excess of $17,000,000.00 and that obtaining a revolving line of credit for working capital in the amount of $17,000,000.00 in anticipation of the receipt of such revenues, federal grant revenues and non-federal operating subsidies is necessary so that sufficient funds will be on hand to pay operating expenses (collectively, “Expenses”) until such time as such revenues, federal grant revenues and non-federal operating subsidies are collected; and

WHEREAS, the Commission has reviewed the terms and conditions provided by TowneBank setting forth the terms and conditions for establishing a working capital revolving line of credit in the amount of $17,000,000.00 to fund Expenses, and the Commission has determined that such terms and conditions are in the best interest of the Commission and should be authorized, approved and ratified in all respects; and

WHEREAS, the President & CEO has recommended to the Commission that the Commission authorize the (i) signing and performance of a Line of Credit Agreement (“Line Agreement”), (ii) issuance of a Revolving Line of Credit Note in the amount of $17,000,000.00 (“Note”) payable to the order of TowneBank and (iii) signing and performance of a Security Agreement (“Security Agreement”) granting a security interest to TowneBank in the Commission’s revenues and deposit accounts, in the forms presented to the Commission at this meeting establishing a revolving line of credit in the amount of $17,000,000.00; and

WHEREAS, the proceeds of the sale of the Note will be used to pay the costs of issuance of the Note and to fund Expenses in anticipation of the receipt of the Commission’s Federal Formula Apportionments from a grant from the Federal Transit Administration, in the estimated amount of $18,024,749.00 (collectively, “Grant Revenues”); and

WHEREAS, the Commission has determined that the Grant Revenues will be used for working capital, to pay Expenses and other corporate purposes.

NOW, THEREFORE, BE IT RESOLVED by the Transportation District Commission of Hampton Roads:

8 - Resolution_HRT--TBk--$17M LoC (2019) 1. The terms and conditions of the Line Agreement, Note and Security Agreement are approved and authorized in all respects, and each of William E. Harrell, President & CEO, and Luis R. Ramos, Secretary, is authorized, directed and empowered to take all actions and to execute, deliver and perform all obligations under the Line Agreement, Note, Security Agreement and any other certificates, documents or instruments that any such officer deems necessary or advisable, with the advice of counsel, to cause the Note to be issued and to borrow, repay and reborrow the proceeds of the Note.

2. The Commission is authorized to borrow, repay and reborrow funds pursuant to the provisions of the Transportation District Act of 1964, Chapter 19, Title 33.2, Code of Virginia of 1950, as amended (“Act”), the Line Agreement, the Note and this Resolution.

3. The Line Agreement, Note and Security Agreement will be in substantially the form submitted to this meeting, which are hereby approved, with such completions, amendments, omissions, insertions, and other changes as may be approved by counsel for the Commission and the officers executing the Line Agreement, Note and Security Agreement, their execution to constitute conclusive evidence of approval of any such completions, amendments, omissions, insertions and other changes.

4. The Note will not be deemed to be a “private activity bond” within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended (“Tax Code”).

5. The Note will be deemed to be a “bond,” “note,” or “other interest-bearing obligation” of the Commission in accordance with the provisions of Section 33.2-1920 of the Code of Virginia of 1950, as amended (“Virginia Code”).

6. The proceeds of the Note will be used to pay the costs of issuance of the Note and to fund Expenses in anticipation of receipt of the Grant Revenues.

7. When the Grant Revenues are received by the Commission, such revenues first will be used to repay the sums outstanding on the Note before they are used for any other purpose.

8. Each of William E. Harrell, President & CEO, and Luis R. Ramos, Secretary, is designated an authorized representative of the Commission to act for and on behalf of the Commission in all matters pertaining to the performance of the Line Agreement, the issuance of the Note, the signing of any and all documents in connection with the issuance of the Note, and borrowing, repaying and reborrowing the proceeds of the Note. Each such individual is authorized and directed to perform all such other acts as may be necessary or convenient to implement the undertakings set forth in these Resolutions.

9. Pursuant to this Resolution, all the Grant Revenues and the Commission’s other revenues and non-federal operating subsidies (collectively, “Revenue Collateral”) are pledged to secure the payment of the obligations under the Line Agreement and the principal of and interest on the Note in accordance with the provisions of Section 33.2-1920 B.1 of the Virginia Code. If the Commission pledges any of the Revenue Collateral to secure any other indebtedness before all sums outstanding under the Line Agreement and Note are paid in full, then any and all such other pledges will be subordinate and junior, in right of payment and in right of lien priority, to the pledge securing the Line Agreement and Note.

2 10. All actions previously taken by or on behalf of the Commission in connection with the signing and delivery of the Line Agreement, Note and Security Agreement are ratified and confirmed in all respects.

11. This Resolution is adopted and is effective as of January 31, 2019.

TRANSPORTATION DISTRICT COMMISSION OF HAMPTON ROADS

Honorable Douglas W. Fuller, Chair

ATTEST:

Luis R. Ramos, Secretary January 31, 2019

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