FLINT HILLS AREA TRANSPORTATION AGENCY INC. BOARD MEETING AGENDA

Tuesday, January 5th, 2021

This Meeting Will Be a Remote Meeting on Zoom

Time: 4:00 p.m.

 Call to order

 Welcome board members and guests

 Approval of the Minutes of the December Meeting-

 Executive Director’s Report-Anne Smith  Director of Operations Report- Merl Page  Mobility Management Report- Mike Wilson

 New Business- 

 Unfinished business-  Discussion item-Executive Committee Appointment  Action item- Approve Executive Committee Appointment  Discussion item- Nominating Committee Appointment-2 members  Action item- Approve Nominating Committee Appointment-2 members  Discussion item- Memorandum of Understanding Shared Services and Joint Operations

 Additional business to be brought before the board

 Meeting adjourned and our next meeting will be on February 2nd, 2021 at 4:00 p.m.

FLINT HILLS AREA TRANSPORTATION AGENCY INC. BOARD MEETING December 1, 2020 | 4:00 pm Remote meeting via Zoom

VOTING MEMBERS

Present Stephanie Peterson – Flint Hills MPO – President Absent Derek Jackson – KSU Housing & Dining Present Lorene Oppy – At Large Absent Karen McCulloh – At Large Present Jon Wilson – At Large Present Marissa Jones-Flaget – At Large Present Kaitlin McGuire – At Large

FHATA STAFF MEMBERS

Present Anne Smith – Executive Director Present Melanie Tuttle – Director of Finance – Treasurer Present Merl Page – Director of Operations Absent Mike Wilson - Mobility Manager Present Daphne McNelly – Executive Administrator – Secretary Present Katey Cain – Director of Human Resources

MINUTES:

Call to Order/Welcome Board Members - Stephanie Peterson at 4:01 pm.

Public Comment – No public in attendance

Approval of the Minutes from October 2020

 Jon Wilson moved to Approve the Minutes.  Kaitlin McGuire seconded the motion.  All were in favor and motion carried unanimously.

Update – aTa Staff

 Anne Smith on behalf of Mike Wilson - The current brochures have been translated into Spanish. ATA Bus is now going to be working on getting the ADA Paperwork translated also.  Merl Page – We began the Friendship Meals yesterday, November 30, where ATA Bus is helping deliver Meals on Wheels to local people in need. The Junction City process is being worked on for the current moment. ATA Bus is thankful to be able to give back to the community.  Blessing Box – Utilize the Board Members in regards to finding solutions for helping the Junction City community  Update on App – Anne Smith - ATA Bus will be working with Swiftly to try and develop the App. ATA Bus will not be working with Reveal for the App and will be sending a letter as a complaint.

Action Item – Approve the FY 2021 Budget

o Melanie Tuttle – The budget was sent out a couple of months ago and no questions were received. There was no further discussion needed.

 Jon Wilson moved to approve the FY 2021 Budget.  Kaitlin McGuire seconded the motion.  All were in favor and the motion carried unanimously.

Action Item – Approve the Update to the Procurement Policy

o Melanie Tuttle – Sent out her notes to the policy changes. ATA Bus has to send it to KDOT so that it can be finalized. It was vetted during the Tri-Annual Review Audit and most changes were just administrative.

 Jon Wilson moved to approve the updates to the Procurement Policy.  Kaitlin McGuire seconded the motion.  All were in favor and the motion carried unanimously.

Action Item – Nominations for Board Chair and Vice Chair

o Anne Smith – The nominees are Stephanie Peterson for Board Chair and Jon Wilson for Vice Chair.

 Kaitlin McGuire moved to close the nominations for the Board Chair and Vice Chair.  Lorene Oppy seconded the motion.  All were in favor and the motion carried unanimously.

Action Item – Accept the Full Slate of Elected Officers for the Flint Hills Area Transportation Inc. Board

o Anne Smith – Accept the Full Slate of Elected Officers for the Flint Hills Area Transportation Inc. Board being Stephanie Peterson for Board Chair and Jon Wilson for Vice Chair.

. Kaitlin McGuire moved to accept the slate of Officers presented for the Flint Hills Area Transportation Agency Inc. Board.

 Lorene Oppy seconded the motion.  All were in favor and the motion carried unanimously.

Discussion Item –

o The memos have been helpful to the board members to get information and also be able to reference back to as we move forward. Additional Business –

 Anne Smith – A draft cooperative agreement was returned from the Attorney that helps define the relationship of the two entities, including the boards, and establishing rules of engagement along with fiscal agencies.

Meeting was adjourned at 4:23 pm by Stephanie Peterson.

Next meeting is January 5, 2021 at 4:00 pm via Zoom

Memorandum Flint Hills Area Transportation Agency Inc.

Date: 29 December 2020

Subject: Board Meeting Update

From: Anne Smith Executive Director

To: The Directors of the Board of FHATA Inc and the FHATA Board

In December, for the first time since the pandemic began we experienced staff cases of Covid-19. As they say, when it rains it pours, the cases have occurred over about a 2.5 week period. There have been both office staff and Drivers who have tested positive. We have added additional protective barriers in the Dispatch and Scheduling areas and we have also continued our cleaning and sanitizing protocols. We are also looking at an additional protective barrier device for the Drivers We have been in contact with the Riley County Health Department and we have notified the public as appropriate when any Driver has tested positive. Fortunately to date, no one has experienced a severe case. Thanks to Katey and Melanie for their assistance to the employees who have tested positive, the process could be overwhelming for the employees and they have made it seamless and concise As I am writing this Melanie reports that there has been an extension on the COVID sick pay through the 31st of March 2021, we are going to take advantage of that provision of the new legislation just signed into law.

As essential employees, FTA has been advocating for transit employees to receive the Covid vaccine as soon as possible. The Public Transit Association has written a letter to KDHE encouraging the State of Kansas to allow transit employees to receive the vaccine quickly as well. I will let you know when the vaccine is available to our employees.

There is a strong likelihood that the Jardine route will not operate for the Spring Semester after all due to the on-going budget challenges that K-State is experiencing. The loss of both fixed route services on campus creates a significant impact for our budget. Hopefully, this will be a short term challenge. On a more positive note, since last month, Konza United Way has awarded us with $22,600 in funding for 2021. The funding level in 2020 was $25,200. Given the challenges that I know that they have faced raising funds, this level of support speaks highly of their commitment to support public transportation in the region.

This month enclosed in your board packet you will find a draft “Memorandum of Understanding Regarding Shared Services and Joint Operations” This document establishes an agreement between the FHATA Board and FHATA Inc, that spells out the manner of the relationship between the two entities, the use of the shared resources and the provision of fiscal management support by the FHATA Inc., on behalf of the FHATA Board. Melanie and I worked with Jason Lacey at Foulston Siefkin LLP, in Wichita. The firm was recommended to us by Assurance Partners. We will happy to take any questions that you may have back to Mr. Lacey, I would like to have both boards approving this agreement as soon as it is practical to do so.

In an effort to start the year off on a hopeful note, January will be a “fare free” month for riders on all services in both Manhattan and Junction City. Additionally, with the completion of the construction along Kimball Av and College Av, we have been able to re-open routes 2 and 3 in Manhattan.

The final bus from Diamond Coach should be delivered by next week. In the coming weeks, six buses will be retired from the fleet, the first three will be going to Purple Wave Auction soon.

AngelTrax (IVS, Inc.) has been awarded our contract for bus cameras. Thank you to Mike Wilson and Riley County IT for their assistance in evaluating the bids. The cameras have been a long time coming and they will provide an added level of security that we have not had before. There will be cameras on the interior of the bus as well as the outside.

Memorandum Flint Hills Area Transportation Agency Inc.

Date: 29 December 2020

Subject: Board Meeting Update

From: Melanie Tuttle Finance Director

To: The Directors of the Board of FHATA Inc and the FHATA Board

I had a great question from one of the board members regarding the financial reports that I present to the Board each month. I believe this information could be helpful to others so I thought I would share that comment with everyone as part of my memo.

Quick summary of how our major funding works

5311 Program: (operating and admin)

 5311 Federal Program - 50% of our 5311 operations are covered by Rural funding programs (50/50) + we get approximately 10% of the federal apportionment for administrative costs (80/20). This is a use it or lose it grant, for which we apply for yearly.

 State Matching Funds - each year the state provides a matching contribution, the past 2 years that match has been 20%, but it can fluctuate, I have seen it go as low as 15% (there is talk of increasing it to 25%)

 Local Matching Funds - that leaves the remaining 20% to be paid with matching funds for 5311 those funds come from Geary County, Pottawatomie County, USD 475, small portion of Riley County is apportioned for rural DR rides, and the K-18 funding partners (GTM. Auth Florence, Job Corp, Howe Foundation), and we get some funds for Wamego Shuttle from United Way Grant

 Since March 2021 we received CARES act funding which pays 100% of operations and some of the capital related expenses. 5311 covers 100% of administration. It is expected the CARES act funding will go through 6/30/2021.

5307 Program

 5307 Federal programs are allotted by FTA annually to the Urban program these funds can be used on Operations (50/50 or 80/20), Administration (50/50 or 80/20), Capital (80/20, 90/10, 100/0) - the funds are appropriated based on the grant application and we currently have an approved grant that should last us at least 3 operating years. The grant will be updated every couple of years to incorporate new money allotted to the program from FTA. These funds can be carried over.

 KDOT Matching Funds: KDOT provides us an Annual apportionment of State funds to be used on the program for operations, admin and capital. These funds can be carried over for up to 3 years.

 Local Matching Funds - KSU, City of Manhattan, Riley County

 Since March 2021 we received CARES act funding which pays 100% of operations and some of the capital related expenses. 5307 portion of CARES only covers up to 10% of the federal dollars used in operations. It is expected the CARES act funding will go through 6/30/2021.

Other Programs: Mobility Management (through KDOT); Capital Project Funding, Pott County Dispatch Services, CTD Administration Fiscal Agent.

Budget Preparation Consideration

Once we have the grants identified we prepare a budget and request funding from our local funding sources based on the budget for the current year + projected capital costs and reserves for future costs for buses, shelters, building improvements, etc. Local funds are allocated each year between operations, administration and capital related.

Financials Statement Preparation

While we do accrual accounting for revenue and expenses, however with grants there are some projects and expenses that will be incurred in multiple periods so the periods do not always match with when the funding is received.

 Federal and state grants received are all received on a reimbursement basis based on actual accrued expenses,

 Local funds are received on a monthly/quarterly/annual basis based on the approved appropriation. As mentioned above those funds are allocated to operations, administration for the current year first but left over funds are put in our capital reserve and used on bus replacement, future capital projects, and sometimes used when expenses exceed the current period revenues due to budget cuts, etc.

Reasons you see might have a net negative (Revenue - Expenses) month to month (in a normal year)

 I present to the board budgetary basis reports (year-end financials are for audit are GAAP basis). The main difference is capital cost related. GAAP financials report depreciation for capital costs (spread the cost of capital expenses over a useful life) and Budgetary Basis shows the true cash outflow in the year for capital related costs (and excludes depreciation). I present a budgetary basis because it's typically easier to read and understand.

 Grants received on a reimbursement basis for the month we expend the funds

 Local match funds/ Service Contracts are generally an annually approved allocation or an approved rate based on actual services performed. Some are billed monthly, quarterly, by semester, or annually. Therefore month to month and sometimes year over year you might see a negative and then a positive and that is the reason. I focus on periods of time more than I do month to month.

 For example KSU we bill at the end of each semester so we may operate at a loss for those months until we actually bill for the services. They are billed based on actual services rendered, and we could bill them each month but we have agreed to do it by semester. But we do have the cash reserves to cash flow each semester since we get our federal and state funding monthly.

 For capital related expenses, we allocate local funds every year to a capital reserve to pay for current and future matching funds for capital costs, the goal is to cover our depreciated cost over the years since that is the representation of the capital expenditures spread over the useful life. We do it this way so that we can keep the funding requests to our funding sources consistent and not have large fluctuations year to year.

 There is a balance in how we budget for "future" costs and reserves as we do not want to collect too much in reserve funds, but we want to maintain a level that would allow us to continue to operate in emergency situations and to purchase capital as we need it without having to enter into debt agreements. In the case of the Pandemic that reserve allowed us to operate for 5 months while we waited on the federal funds to come through. This allows us to maintain our workforce, and continue to pay all of our overhead without having to incur debt.

Reason for a net negative (Revenue - Expenses) in FY20 and FY21:

 FY20 and FY21 with the result of the pandemic we were granted CARES act funding which covered a significant of our expenses and gave us the opportunity to give our local funding partners a reprieve to help ease their funding issues. The agreement includes an expectation that funding will start back January 1. With that though the federal funds covered 100% of operations and capital related expenses, and the 5311 covers 100% administration right now, the 5307 funds are capped on administrative expenses cannot exceed 10% of the federal operating budget. Therefore, we are having to make up the difference in the administration for 5307 with some of our carry over from previous years. We are also trying to ensure that we stretch those extra CARES act dollars all the way to the end of fiscal year 2021. It is expected however, though in January we will begin to replenish what is used with local funding partners beginning to pay their local match.

The following are financial numbers reflected on GAAP basis (not budgetary)

 FY2019 we ended with net carry over into our fund balance of $97,110 (before capital related costs, including depreciation we had a net income of $473,509).

 FY2020 we end the year with a net loss of $70,865 (before capital related costs, including depreciation we reported a net income of $335,194). The overall loss is due to capital related expenses for which we used reserve funds to pay match, and also due to the loss of local matching funds as a result of the pandemic.

 As of November 2020 this fiscal year we are operating at a net loss of $87,800 (before capital related costs, including depreciation we report a net loss of $48,960)

Flint Hills Area Transportation Agency, Inc. Month ended: 11/30/2020 BUDGETARY Basis (KDOT Reports are prepared on a Modified Accrual Basis)

Summary Schedule of Revenue and Expenses by Program: Current Month 11/30/2020 Program Services Operating Costs Fund-raising/ Direct 5311 Vehicle Mobility Dispatch Direct 5307 Rural Total Program Replacement Administration CTD Manager Services Urban Programs Programs Services /Other TOTAL COST Income Rider Income 2,849.41 884.11 3,733.52 - 3,733.52 Grants and Contracts: 5311 Funding / CARES 16,355.57 51,607.47 51,607.47 - 67,963.04 5307 Funding / CARES 9,495.00 134,893.00 134,893.00 - 144,388.00 State Tworks Funding 26,853.00 - - 26,853.00 KDOT Mobility Management 4,613.31 - - 4,613.31 Service Contracts Local Government 1,915.08 - - 1,915.08 Other Income 181.09 244.46 1.00 1.00 23.81 450.36 Total Income 52,884.66 244.46 4,613.31 1,915.08 137,742.41 52,492.58 190,234.99 23.81 249,916.31 Expenses Personnel Costs 42,806.11 244.46 4,898.02 1,702.15 92,089.99 30,077.36 122,167.35 - 171,818.09 Administration 6,132.14 154.60 - - 6,286.74 Program Costs Telephone Expense 35.00 25.00 (5.17) (5.17) - 54.83 Advertising Expense 1,953.70 629.70 2,583.40 - 2,583.40 Other program 702.95 260.00 3,525.85 1,136.43 4,662.28 - 5,625.23 Bus Expense 35,688.51 18,030.93 53,719.44 - 53,719.44 COVID-19 response 1,500.00 3,491.67 2,332.19 5,823.86 - 7,323.86 Facilities 2,564.88 38.28 54.40 884.13 284.97 1,169.10 - 3,826.66 Captial Costs 108.95 108.95 - 108.95 Total Cost (excluding Depreciation) 53,706.08 244.46 5,125.90 2,041.55 137,737.63 52,491.58 190,229.21 - 251,347.20 Net Income (Expenses) (821.42) - (512.59) (126.47) 4.78 1.00 5.78 23.81 (1,430.89)

% of Total Costs 21.37% 0.10% 2.04% 0.81% 75.68% 0.00% % of Program Services 72.4% 27.6% Flint Hills Area Transportation Agency, Inc. Fiscal Year to Date End: 11/30/2020 BUDGETARY Basis (KDOT Reports are prepared on a Modified Accrual Basis) Summary Schedule of Revenue and Expenses by Program: Year to Date 7/1/2019-11/30/2020 Program Services Operating Costs Fund-raising/ Direct 5311 Vehicle Agency Wide Mobility Dispatch Direct 5307 Rural Total Program Replacement Annual Administration CTD Manager Services Urban Programs Programs Services /Other TOTAL COST Budget Income Rider Income 15,024.83 6,795.69 21,820.52 - 21,820.52 90,000 Grants and Contracts: 5311 Funding 90,368.19 233,503.62 233,503.62 - 323,871.81 1,007,592 5307 Funding 57,693.00 567,063.00 567,063.00 - 624,756.00 2,586,780 State Tworks Funding 65,163.00 - - 65,163.00 219,656 5339 Federal Funding - 143.17 143.17 1,246,260 5310 Federal Funding - - - 352,232 KDOT Mobility Management 25,509.38 - - 25,509.38 77,387 Other Grant (non-federal) - - - 9,450 Service Contracts Local Government 9,575.40 - - 9,575.40 385,246 - - - 121,259 Highland CC - - - 4,219 K-18 Connector Funding - - - 15,500 Gramercy - - - 11,700 Charter Income - - - 7,800 Other Income 682.04 1,341.32 1.25 4.00 5.25 165.03 2,193.64 12,720 Total Income 213,906.23 1,341.32 25,509.38 9,575.40 582,089.08 240,303.31 822,392.39 308.20 1,073,032.92 6,147,801 Expenses Personnel Costs 210,084.18 1,341.32 26,932.78 9,140.05 413,686.58 160,166.13 573,852.71 - 821,351.04 2,462,159 Administration 19,939.15 968.27 - - 20,907.42 77,850 Program Costs Telephone Expense 175.00 125.00 1,465.36 639.28 2,104.64 - 2,404.64 7,199 Advertising Expense 6,967.75 1,936.52 8,904.27 - 8,904.27 36,996 Other program 17,854.70 1,300.00 16,809.55 6,715.72 23,525.27 - 42,679.97 102,044 Bus Expense 107,647.88 56,744.52 164,392.40 - 164,392.40 525,674 Safety Costs - - - 5,003 COVID-19 Response 5,585.38 30.00 42.66 21,116.74 10,434.20 31,550.94 - 37,208.98 45,001 Facilities 15,197.02 210.92 299.87 4,560.08 1,883.04 6,443.12 - 22,150.93 50,199 Route Studies and Planning 1,993.26 1,993.26 - 1,993.26 3,087 Captial Costs 696.52 26.78 38.08 7,835.68 1,779.90 9,615.58 178.96 10,555.92 2,704,577 Total Cost (excluding Depreciation) 269,356.95 1,341.32 28,343.75 10,945.66 582,082.88 240,299.31 822,382.19 178.96 1,132,548.83 6,019,789 Net Income (Expenses) (55,450.72) - (2,834.37) (1,370.26) 6.20 4.00 10.20 129.24 (59,515.91) 128,012 Flint Hills Area Transportation Agency, Inc. Fiscal Year to Date End: 11/30/2020 BUDGETARY Basis (KDOT Reports are prepared on a Modified Accrual Basis) Summary Schedule of Revenue and Expenses by Program: Year to Date 7/1/2019-11/30/2020 Program Services Operating Costs Fund-raising/ Direct 5311 Vehicle Agency Wide Mobility Dispatch Direct 5307 Rural Total Program Replacement Annual Administration CTD Manager Services Urban Programs Programs Services /Other TOTAL COST Budget

% of Total Costs 23.78% 0.12% 2.50% 0.97% 72.61% 0.02% % of Program Services 70.8% 29.2%

TOTAL MILES 164,266 80,620 244,886 Operating Cost per Mile 3.54 2.98 3.36 % of Total Miles 67% 33% 100%

TOTAL RIDES 38,423 10,818 49,241 Operating Cost per Ride 15.15 22.21 16.70 % of Total Rides 78% 22% 100%

TOTAL HOURS 12,077.53 4,394.54 16,472.07 Operating Cost per Hour 48.20 54.68 49.93 73% 27% 100% FHATA Fiscal Year: 7/1/2020-06/30/2021 Fiscal Period to Date: 11/30/2020

7/1/2020- FY 2021 FYE Fiscal Year to Date Summary, Ending 11/30/2021 BUDGET FYE 06/30/2020 06/30/2019 COSTS (excluding capital costs and depreciation) Transit Operations 822,382 2,484,061 2,250,132 2,374,504 Administration and Other 269,357 728,781 675,662 576,329 TOTAL PUBLIC TRANSIT COSTS* 1,091,739 3,212,842 2,925,794 2,950,833

Operations: Cost per Revenue Hour$ 49.93 $ 48.11 $ 43.99 $ 40.84 Cost per Mile $ 3.36 $ 3.85 $ 3.02 $ 2.87 Cost per Rider $ 16.70 $ 9.39 $ 8.13

Total Costs Cost per Revenue Hour$ 66.28 $ 62.23 $ 57.21 $ 50.75 Cost per Mile $ 4.46 $ 4.98 $ 3.93 $ 3.57 $ 3.93 $ 3.57

* Excludes capital related costs, Mobility Manager, CTD Administration, Dispatch Services and other programs not directly related to the transportation operations)

% of FY 2021 FYE . Total Hours % of Total Program BUDGET FYE 06/30/2020 06/30/2019 SERVICE HOURS 5307 Program Manhattan Demand Response 1,517.69 9.21% 13% 6,600 6,435 7,978 City Wide Fixed Routes 6,486.44 39.38% 54% 16,730 21,080 19,083 Jardine 1,107.72 6.72% 9% 3,935 2,453 3,595 Park & Ride 2,962.74 17.99% 25% 8,720 4,819 7,203 SafeRide - 0.00% 0% - 942 1,229 UC/Gramercy - 0.00% 0% - - 1,543 Non-charter services 2.94 0.02% 0.02% - 8 74 Total 5307 12,077.53 73.32% 100% 35,985 35,737 40,705 5311 Program Fort Riley / IC Shuttle (DR) 464.44 2.82% 11% 2,500 2,018 2,120 K-18 Connector (FR) 1,121.96 6.81% 26% 2,770 2,682 2,397 Geary County DR 539.52 3.28% 12% 2,500 1,539 2,327 Pottawatomie Co DR 14.99 0.09% 0% 100 113 148 Wamego Shuttle 29.67 0.18% 1% 1,690 861 1,392 Junction City FR 2,223.96 13.50% 51% 6,084 8,079 8,955 Non-charter services - 0.00% 0% - 55 2 Total 5311 4,394.54 26.68% 100% 15,644 15,347 17,342 Charters - 0.00% - 61 89 Emergency - 0.00% - - 10 Other - 0.00% Unallocated - - - - TOTAL ALL SERVICES 16,472.07 100.00% 51,629 51,145 58,146 Per ridership reports 16,473.68

5307 Program Demand Response 1,520.63 9.23% 12.59% 6,600 6,443 8,052 Fixed Routes 10,556.90 64.09% 87.41% 29,385 29,294 32,653 12,077.53 73.32% 35,985 35,737 40,705 5311 Program Demand Response 1,048.62 6.37% 23.86% 6,790 4,586 5,990 Fixed routes 3,345.92 20.31% 76.14% 8,854 10,761 11,352 4,394.54 26.68% 15,644 15,347 17,342

JE Entry # FHATA Fiscal Year: 7/1/2020-06/30/2021 Fiscal Period to Date: 11/30/2020

MILES

% of FY 2021 FYE 5307 Program Total Miles % of Total Program BUDGET FYE 06/30/2020 06/30/2019 Manhattan Demand Response 26,710 10.91% 16% 70,800 105,227 103,651 City Wide Fixed Routes 100,917 41.21% 61% 264,000 299,502 251,493 Jardine 7,324 2.99% 4% 28,800 26,197 35,290 Park & Ride 29,057 11.87% 18% 56,200 53,534 68,142 SafeRide - 0.00% 0% - 10,158 12,685 University Crossing - 0.00% 0% - - 11,307 Non-charter services 258 0.11% 0% - 103 810 Total 5307 164,266 67.08% 100% 419,800 494,721 483,378 5311 Program Fort Riley / IC Shuttle 10,272 4.19% 13% 33,500 39,339 36,031 K-18 Connector - FR 27,270 11.14% 34% 47,320 60,797 44,244 Geary County DR 6,084 2.48% 8% 33,500 21,767 24,605 Pottawatomie Co DR 586 0.24% 1% 3,800 2,022 2,802 Wamego Shuttle 2,586 1.06% 3% 12,000 13,402 15,044 Junction City FR 33,821 13.81% 42% 95,000 112,191 113,000 Non-charter services - 0.00% 0% - 440 57 Total 5311 80,620 32.92% 100% 225,120 249,957 235,783 Charters - 0.00% - 194 682 Emergency - 0.00% - - 50 Other (Maintenance, Shuttle, etc) - 0.00% - - 2 Deadhead - 0.00% - - 107,446 TOTAL ALL SERVICES 244,886 100.00% 644,920 744,872 827,341 Revenue Miles Per ridership reports 205,849 (50) % of Total Miles 84% 100% 100% % of Deadhead/Maint Miles 15.96%

Beginning Odometer 4,421,862 4,180,626 3,975,264 Ending Odometer 4,666,748 4,925,496 4,802,605 Total Odometer Miles 244,886 744,870 827,341 Net Diff (Deadhead/Other) (0) (2) -

5307 Program Demand Response 26,968 11.01% 16.42% 70,800 105,330 104,461 Fixed Routes 137,298 56.07% 83.58% 349,000 389,391 378,917 164,266 67.08% 419,800 494,721 483,378 5311 Program Demand Response 19,529 7.97% 24.22% 82,800 76,969 78,539 Fixed routes 61,091 24.95% 75.78% 142,320 172,988 157,244 80,620 32.92% 225,120 249,957 235,783 FHATA Fiscal Year: 7/1/2020-06/30/2021 Fiscal Period to Date: 11/30/2020

RIDES % of FYE 5307 Program Total Rides % of Total Program FYE 06/30/2020 06/30/2019 Manhattan Demand Response 3,364 6.83% 9% 14,549 19,963 City Wide Fixed Routes 20,311 41.25% 53% 107,584 109,965 Jardine 8,960 18.20% 23% 26,860 53,505 Park & Ride 5,673 11.52% 15% 45,459 48,268 SafeRide - 0.00% 0% 878 1,452 University Crossing - 0.00% 0% - 11,961 Non-charter services 115 0.23% 0% 132 549 Total 5307 38,423 78.03% 100% 195,462 245,663 5311 Program Fort Riley / IC Shuttle 669 1.36% 6% 3,312 3,445 K-18 Connector 1,890 3.84% 17% 5,965 5,159 Geary County DR 1,224 2.49% 11% 5,383 6,077 Pottawatomie Co DR 32 0.06% 0% 283 289 Wamego Shuttle 64 0.13% 1% 864 1,538 Junction City FR 6,939 14.09% 64% 25,473 28,267 Non-charter services - 0.00% 0% 1,962 65 Total 5311 10,818 21.97% 100% 43,242 44,840 Charters - 0.00% 849 1,361 Emergency - 0.00% - 51 Other - 0.00% - - TOTAL ALL SERVICES 49,241 100.00% 239,553 291,915 Per ridership reports 49,241 -

5307 Program Demand Response 3,479 7.07% 9.05% 14,681 20,512 Fixed Routes 34,944 70.97% 90.95% 180,781 225,151 38,423 78.03% 195,462 245,663 5311 Program Demand Response 1,989 4.04% 18.39% 11,804 11,414 Fixed routes 8,829 17.93% 81.61% 31,438 33,426 10,818 21.97% 43,242 44,840 FHATA November 2020 Analysis FY 06/30/2021 % of Total Hours % of Total Program Nov-19 Nov-18 SERVICE HOURS 5307 Program Manhattan Demand Response 303.08 10.24% 14% 595.66 619.89 City Wide Fixed Routes 1,060.06 35.80% 47% 1,841.49 1,654.67 Jardine 224.64 7.59% 10% 238.04 261.70 Park & Ride 650.87 21.98% 29% 696.83 767.42 SafeRide - 0.00% 0% 160.00 198.69 UC/Gramercy - 0.00% 0% - 167.14 Non-charter services 0.62 0.02% 0% - - Total 5307 2,239.27 75.62% 100% 3,532.02 3,669.51 5311 Program Fort Riley / IC Shuttle (DR) 43.24 1.46% 6% 171.29 157.89 K-18 Connector (FR) 207.59 7.01% 29% 204.74 216.32 Geary County DR 85.77 2.90% 12% 152.08 167.80 Pottawatomie Co DR 6.54 0.22% 1% 10.37 11.11 Wamego Shuttle 2.22 0.07% 0% 96.65 135.32 Junction City FR 376.39 12.71% 52% 714.82 739.72 Non-charter services - 0.00% 0% - - Total 5311 721.75 24.38% 100% 1,349.95 1,428.16 Charters - 0.00% 6.52 19.69 Emergency - 0.00% - - - 0.00% - - Unallocated - 0.00% - - TOTAL ALL SERVICES 2,961.02 100.00% 4,888.49 5,117.36 Per ridership reports 2,961.02 - JE Entry # FHATA November 2020 Analysis

MILES % of 5307 Program Total Miles % of Total Program Nov-19 Nov-18 Manhattan Demand Response 4,995 11.34% 17% 9,980 8,074 City Wide Fixed Routes 16,401 37.25% 56% 25,411 21,875 Jardine 1,438 3.27% 5% 2,594 2,568 Park & Ride 6,400 14.53% 22% 7,702 7,233 SafeRide - 0.00% 0% 1,760 1,933 UC/Gramercy - 0.00% 0% - 1,207 Non-charter services 21 0.05% 0% - - Total 5307 29,255 66.44% 100% 47,447 42,890 5311 Program Fort Riley / IC Shuttle (DR) 1,840 4.18% 12% 3,241 2,548 K-18 Connector (FR) 5,072 11.52% 34% 4,451 3,794 Geary County DR 1,307 2.97% 9% 2,419 1,810 Pottawatomie Co DR 263 0.60% 2% 174 117 Wamego Shuttle 271 0.62% 2% 1,413 1,442 Junction City FR 6,027 13.69% 41% 9,899 9,572 Non-charter services - 0.00% 0% - - Total 5311 14,780 33.56% 100% 21,596 19,283 Charters - 0.00% 14 137 Emergency Other (Maintenance, Shuttle, etc) - 0.00% - Deadhead - 0.00% - 8,601 TOTAL MILES 44,035 100.00% 69,057 70,911 Revenue Miles Per ridership reports 36,683 % of Total Miles 100% % of Deadhead 17%

Beginning Odometer 4,622,713 4,468,942 4,249,886 Ending Odometer 4,666,748 4,537,999 4,320,797 Total Odometer Miles 44,035 69,057 70,911 Net Diff (Deadhead/Other) - - - FHATA November 2020 Analysis

RIDES % of 5307 Program Total Rides % of Total Program Nov-19 Nov-18 Manhattan Demand Response 693 7.54% 10% 1,447 1,504 City Wide Fixed Routes 3,584 39.00% 51% 10,980 9,330 Jardine 1,755 19.10% 25% 3,050 5,386 Park & Ride 1,036 11.27% 15% 6,485 4,868 SafeRide - 0.00% 0% 122 174 UC/Gramercy - 0.00% 0% - 1,379 Non-charter services 12 0.13% 0% - - Total 5307 7,080 77.04% 100% 22,084 22,641 5311 Program Fort Riley / IC Shuttle (DR) 123 1.34% 6% 298 240 K-18 Connector (FR) 371 4.04% 18% 605 463 Geary County DR 321 3.49% 15% 611 479 Pottawatomie Co DR 15 0.16% 1% 23 15 Wamego Shuttle 6 0.07% 0% 110 169 Junction City FR 1,274 13.86% 60% 2,628 2,556 Non-charter services - 0.00% 0% - - Total 5311 2,110 22.96% 100% 4,275 3,922 Charters - 0.00% 53 466 Emergency - 0.00% - Other - 0.00% - TOTAL ALL SERVICES 9,190 100.00% 26,412 27,029 Per ridership reports 9,190

MEMORANDUM OF UNDERSTANDING REGARDING SHARED SERVICES AND JOINT OPERATIONS

THIS MEMORANDUM OF UNDERSTANDING (“MOU”) is entered into by and between the FLINT HILLS AREA TRANSPORTATION AGENCY BOARD, an entity corporate and politic established by an Interlocal Agreement among the City of Manhattan, Kansas, Riley County, Kansas, Pottawatomie County, Kansas, and Kansas State University (the “Board”), and the FLINT HILLS AREA TRANSPORTATION AGENCY, INC., a Kansas non-profit corporation and an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code (the “Agency”), to define and establish certain resources to be shared, and joint operations to be undertaken, by the parties, as more fully described herein.

RECITALS

A. The Board exists to plan, manage, and operate public transit services within the Manhattan Urbanized Area (“MUA”) within Riley County, Kansas and Pottawatomie County, Kansas, which services are eligible to be funded by Section 5307 Urban Formula Funds granted to the Board directly or indirectly by the Federal Transit Administration (“FTA”). Services may also be funded by funds contributed by member and constituent organizations of the Board and other sources.

B. The Agency exists to plan, manage, and operate public transit services outside of the MUA that are currently within (but are not exclusive to) Riley County, Kansas, Pottawatomie County, Kansas, and Geary County, Kansas and may in the future include other geographically proximate cities and counties (such current and future cities and counties the “Flint Hills Area”), which services are eligible to be funded by Section 5311 Formula Grants for Rural Areas granted to the Agency directly or indirectly by the FTA. Services may also be funded by funds contributed by member and constituent organizations of the Agency and other sources.

C. Transit service project eligibility is determined based on origins and destinations of the service. A project is eligible for Section 5307 funding so long that it has at least the origin or the destination occurring within the MUA. Thus, one or more transit service projects eligible for Section 5307 funding may operate both within and without the MUA.

D. The Board owns or leases, and expects to own or lease in the future, vehicles and associated transit improvements used or to be used in connection with the operation of public transit services within the MUA and public transit service projects that are eligible for Section 5307 funding based on having an origin or destination within the MUA.

E. The Agency owns or leases, and expects to own or lease in the future, buildings, facilities, equipment, vehicles, and associated transit improvements used or to be used in connection with the operation of public transit services within the Flint Hills Area outside of the MUA, including services that are eligible for Section 5311 funding.

F. The Agency employs individuals who are qualified by education, training, or experience to provide services in connection with the operation of public transit services, including executive, administrative, and operational staff, drivers, mechanics, and maintenance workers.

-1-

G. The parties deem it to be in the best interests of their respective members, constituents, and funding sources and the served public to make efficient use of the funds, property, services, and other resources available to them in furtherance of the planning, management, and operation of public transit services within the Flint Hills Area and to avoid unnecessarily duplication of expense or redundancy in staff, property, or other resources.

H. The parties have a history of sharing services, property, and resources for the purpose of efficiently planning, managing, and operating public transit services within the Flint Hills Area on a collaborative basis, and the parties deem it to be in the best interests of their respective members, constituents, and funding sources and the served public to continue such practices and to avoid unnecessarily duplication of expense or redundancy in staff, property, or other resources.

I. The parties wish to enter into this MOU to formalize their historic practice of sharing services, property, and resources for the purpose of efficiently planning, managing, and operating public transit services within the Flint Hills Area on a collaborative basis and avoiding unnecessary duplication of expense or redundancy in staff, property, or other resources in the provision and operation of those services.

UNDERSTANDINGS

NOW, THEREFORE, on the basis of the foregoing premises and the mutual promises contained herein, the parties hereby set forth the following understandings and agreements:

1. Term and Termination. The initial term of this MOU will begin on adoption by the parties and will continue until December 31, 2021. The term of this MOU shall thereafter automatically renew on an annual basis, unless and until terminated. This MOU may be terminated by either party at any time, with or without cause, upon 90 days written notice to the other party, with termination to be effective upon the later of (i) the expiration of such 90-day period, or (ii) the date designated by the terminating party.

2. Cooperative Agreement. The parties agree to cooperate in coordinating the use and sharing of property, services, and other resources for the joint planning, management, and operation of public transit services within the Flint Hills Area, as specified in this MOU.

3. General Conditions. The parties shall cooperate to maximize the efficient use of public funds and resources in connection with the planning, management, and operation of public transit services within the Flint Hills Area. The parties shall meet on an annual basis, or as conditions may warrant, to review this MOU and to discuss issues relevant to all parties. Nothing in this MOU shall preclude the parties from adopting or entering into similar arrangements for specific services, projects, programs, or opportunities.

4. Resources to be Provided by the Agency. In the course of planning, managing, and operating public transit services within the Flint Hills Area in coordination with the Board, the Agency will provide resources that include the following:

(a) Use of the building owned by the Agency at 5815 Marlatt Ave, Manhattan, Kansas, which includes office space, vehicle parking, and maintenance facilities.

-2-

(b) Support and services from employees of the Agency who are qualified by education, training, or experience to provide services in connection with the operation of public transit services, including executive, administrative, and operational staff, drivers, mechanics, and maintenance workers.

(c) Fiscal management support, including (i) application for grants or other sources of funds, (ii) accounting for receipts and disbursements of funds, (iii) budgeting and forecasting, (iv) financial reporting, (v) procurement policies and procedures, and (vi) implementation and management of policies and procedures to facilitate fiscal accountability and legal compliance.

(d) Use of Agency equipment, vehicles, and associated transit improvements that are necessary or useful to the operation of public transit services within the Flint Hills Area.

(e) Use or sharing of such other Agency services, property, or resources as the parties may agree from time to time are necessary or useful to the operation of public transit services within the Flint Hills Area and facilitate avoiding unnecessary duplication of expense or redundancy in staff, property, or other resources.

5. Resources to be Provided by the Board. In the course of planning, managing, and operating public transit services within the Flint Hills Area in coordination with the Agency, the Board will provide resources that include the following:

(a) Use of Board equipment, vehicles, and associated transit improvements that are necessary or useful to the operation of public transit services within the Flint Hills Area.

(b) Use or sharing of such other Board services, property, or resources as the parties may agree from time to time are necessary or useful to the operation of public transit services within the Flint Hills Area and facilitate avoiding unnecessary duplication of expense or redundancy in staff, property, or other resources.

6. Insurance. Each party will obtain and maintain property and casualty insurance with customary and reasonable limits covering any property owned or leased by such party and used in connection with the operation of public transit services in the Flint Hills Area. Each party will also obtain and maintain general liability insurance with customary and reasonable limits for injuries or damages to third parties arising out of each party’s operation of public transit services in the Flint Hills Area, and each party will ensure that the other party is listed as an additional insured on their general liability insurance policy.

7. Documentation and Allocation of Costs. The Board and the Agency shall each track their respective activities performed and resources shared under this MOU and shall maintain records of costs associated with such activities and resources. The parties shall each reimburse the other for such costs on a monthly basis or at such other intervals as they may mutually agree. In the case of costs associated with labor or services, the parties shall establish hourly (or similar) labor rates that reflect a reasonable and appropriate allocation of all direct costs associated with such labor, including costs attributable to compensation, benefits, and insurance. In the case of costs associated with purchases, maintenance, or repairs, all parts, materials, supplies, and equipment will be accounted for and reimbursed at actual cost without markup. It is the intent of

-3-

the parties in allocating, sharing, and reimbursing costs in connection with this MOU that all such allocation, sharing, and reimbursement reflect actual cost, without markup or profit margin, it being a principal goal and purpose of this MOU to facilitate the efficient sharing and use of services, property, and other resources between the parties without any element of profit.

8. Compliance with Law. All use of the funds and other property of the Board and the Agency shall be in accordance with federal, state, and local law. In the event of a conflict between the terms of this MOU and the requirements of Kansas or federal law, the applicable law shall govern. Any actions taken by the parties that are required by state or federal law but are inconsistent with the terms of this MOU shall not be construed to be a breach or default of the obligations or undertakings of any party under this MOU.

9. Dispute Resolution. The parties will work collaboratively to resolve any disagreements arising from activities performed or resources shared under this MOU. Any such disagreements will be resolved promptly and at the lowest level of hierarchy. If a disagreement arises that has not been resolved within 30 days, notice shall be given to the chair of the board of each party, and such individuals shall meet within 10 business days (or at such other time as they may mutually agree) to engage in good faith negotiations to resolve the disagreement. The parties may, but shall not be required to, utilize the services of a mediator to assist with problem identification and resolution. The costs of any such mediator will be shared equally by the parties.

10. Relationship of the Parties. This MOU is intended solely to set forth terms and conditions on which the parties will share property, services, and other resources in connection with the planning, management, and operation of public transit services in the Flint Hills Area on an efficient and collaborative basis. This MOU does not create any partnership, joint venture, or similar relationship between the parties. Neither party is a vendor or service provider to the other party, neither party is a legal representative of the other party, and neither party can assume or create any obligation, representation, warranty, or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.

11. Further Acts. The parties will cooperate with one another and take such other and further actions or sign such additional documents as may be necessary, appropriate, or convenient to attain the purposes of this MOU.

12. Entire Understanding. This MOU constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any prior negotiations, representations, agreements, and understandings.

13. Amendments. The MOU may not be modified, nor may compliance with any of its terms be waived, except by written instrument executed and approved in the same manner as this MOU.

14. No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right obtained or obligation assumed by either party under this MOU.

15. Severability. If any portion of this MOU is declared as invalid, illegal, or otherwise unenforceable, the remaining provisions shall continue in full force and effect.

-4-

16. Counterparts. This MOU may be signed in two or more counterparts, each of which is deemed to be an original and all of which together shall constitute a single instrument.

17. Agreement with Kansas Law. It is agreed by and between the parties that all contractual promises shall be subject to, governed by, and construed according to the laws of the State of Kansas, without reference to its conflict of laws principles.

18. Force Majeure. No liability shall result from delay in performance or non- performance, in whole or in part, by either of the parties to the extent that such delay or non- performance is caused by an event of Force Majeure. “Force Majeure” means an event that is beyond a non-performing party’s reasonable control, including acts of God, pandemics, strikes, lock-outs or other industrial/labor disputes, war, riot, civil commotion, terrorist act, malicious damage, epidemics, quarantines, fire, flood, storm or natural disaster.

[Signature page follows.]

-5-

IN WITNESS WHEREOF, the parties have caused this MOU to be executed as of the date(s) set forth below, to be effective upon execution by all parties.

FLINT HILLS AREA TRANSPORTATION AGENCY BOARD

By: Date:

Name:

Title:

FLINT HILLS AREA TRANSPORTATION AGENCY, INC.

By: Date:

Name:

Title:

-6-