MEMBERSHIP Vacant - Chair

Marvin KnightRichard McClainCommissioner Kimberly OvermanCouncilmember Gil SchislerMelanie Williams

Finance and Audit Committee Roles and Responsibilities 1. CALL TO ORDER AND PLEDGE OF ALLEGIANCE 2. APPROVAL OF MINUTES a. Finance and Audit Committee Virtual Meeting ~ April 21, 2020 April 21, 2020 Finance and Audit Committee Meeting Minutes April 21, 2020 Finance and Audit Committee Meeting Attendance Log b. Joint Operations and Safety and Finance and Audit Committee Virtual Meeting ~ June

15, 2020 June 15, 2020 Joint Operations and Safety and Finance and Audit Committee Virtual

Meeting Minutes June 15, 2020 Joint Operations and Safety and Finance and Audit Committee Virtual

Meeting Attendance Log 3. PUBLIC COMMENT (3 MINUTES PER SPEAKER) 4. PRESENTATION FY2021 Tentative HART Budget

Cyndy Stiglich, Interim Chief Financial Officer

FINANCE AND AUDIT COMMITTEE

Monday, August 17, 2020, 11:00 AM This will be a virtual meeting.

Information not viewable is available upon request through the Clerk of the Board phone: 813-384-6552 or e-mail: petitl@goHART.org

AGENDA

Finance and Audit Committee - Monday, August 17, 20201

Overview:The Interim Chief Financial Officer will present the FY2021 tentative operating and capitalbudget for consideration of the F&A Committee before advancing the item to the first publichearing in September.

Presentation Cover Page Attachment Presentation 5. COMMITTEE ACTION ITEMS a. Resolution #R2020-09-34 ~ Authorize the Hillsborough Transit Authority (HART)

Board of Directors Chair to Execute the Employment Agreement with HART InterimChief Executive OfficerDavid Smith, General CounselCindy Townsend, Bell & Roper, P.A.

Overview:During the July 20, 2020, regular HART Board meeting, HART General Counsel wasrequested to draft and present for the Finance, Governance and Administration (FGA)Committee’s review a draft employment agreement with HART Interim Chief ExecutiveOfficer.

Resolution #R2020-09-34 with Attachments I and II Attachment III Attachment IV Attachment V b. The following presentation is in support of the Committee Action Item a

Flamingo eFare Program and Title VI Update Emmanuel Nunez, Manager of Retail Sales & RevenueCherie Leporatti, Compliance Officer

Overview:This presentation will support the following action item and explain the new Flamingo eFareProgram.

Presentation Authorize HART Staff to Initiate Public Involvement Activities and Conduct a Public

Hearing Regarding the Flamingo eFare Program and Revised Fare StructureEmmanuel Nunez, Manager of Retail Sales & Revenue

Overview:Flamingo eFare Program is the new, branded public transit fare structure and fare paymenttechnology of the Tampa Bay area. Electronic efares will be introduced with Flamingowhich will replace the magnetic strip paper fare cards currently in use. The Flamingo cardwill have a one-time fee of $3.00. No other monetary fare changes are being proposed. Recommendation:That the Finance and Audit Committee review the action item to authorize HART staff toinitiate public involvement activities and conduct a public hearing regarding the Flamingo

Finance and Audit Committee - Monday, August 17, 20202

efare Program and revised fare structure; and advance this item to the full HART Board ofDirectors on September 14, 2020.

Committee Action Item with Attachments I - IV 6. OLD BUSINESS 7. NEW BUSINESS 8. ADJOURNMENT

Finance and Audit Committee - Monday, August 17, 20203

 

FINANCE AND AUDIT COMMITTEE The Finance and Audit (F&A) Committee shall monitor the financial integrity and viability of the Authority and its program and services; develop budget preparation guidance; recommend capital and operating budget approval that support the mission, values and strategic goals of the Authority to the HART Board of Directors; evaluate existing and identify future funding sources, fares, grants, bond issues, tax anticipation borrowing, and other forms of indebtedness.

The F&A Committee shall assist the HART Board of Directors in the oversight of the integrity of the financial statements of the Authority. This Committee shall oversee auditor selection in accordance with Florida Statutes, Section 218.391; the performance of the internal audit function and the independent auditors; the compliance with legal and regulatory requirements; and policies and practices with respect to major financial risk exposures. The F&A Committee shall review and monitor progress of audits and audit-related reviews of HART; to review responses to audits issues and recommendations; to monitor the implementation of audit recommendations and to ensure the proper handling of complaints related to financial and accounting matters.

Subject Areas

a. Guidance for the development of Annual budget which is prepared and submitted by the Chief Executive Officer.

b. Routine review and monitoring of the budget with recommendations to the full HART Board of Directors for amendments or adjustments as needed and as proposed by the Chief Executive Officer.

c. Guidance on major contracts for service and leases and review of solicitations for banking entities and financial advisors. 

d. Review and make recommendation of accounting, budgeting, and recordkeeping policies that may be proposed by the Chief Executive Officer, prior to adoption by the HART Board of Directors.

e. Review and make recommendation concerning HART’s existing and future funding sources, fares, grants, bond issues, tax anticipation borrowing, other forms of indebtedness, and any other matter related to HART’s finances.

f. Review investment strategies as may be proposed by the Chief Executive Officer prior to action by the HART Board of Directors.

g. Establish schedule and agenda of audits, factors to use for the evaluation of audit services, including a provision requiring the periodic rotation of auditors; recommend schedule for procuring audit services.

h. Review with management and the independent auditors:

annual financial statements findings HART’s accounting principles the audit plan and significant changes to it course of action for audit follow up progress on corrective actions

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i. Review the procedures for receipt, retention, and treatment of complaints received by HART concerning accounting, internal controls or auditing matters by external and internal parties.

j. Ensure that proper steps are taken to investigate and to resolve them in a timely manner.

Meeting Frequency

The Finance and Audit Committee meets generally during the budget preparation process and as needed for internal and external audits. Membership

The Committee shall be comprised of seven members.

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Hillsborough Transit AuthorityFinance and Audit Committee Virtual Meeting

April 21, 2020

Committee Members Present (7) Staff PresentAdam Harden Danielle ArthurMarvin Knight Joan BrownRich McClain Dexter CorbinDavid Mechanik Lynda CrescentiniCommissioner Kimberly Overman Scott DrainvilleCouncilmember Gil Schisler John EdmondsonMelanie Williams Jacqueline Halldow

Lorena HardwickCommittee Member Absent (0) Crystal Hundley

Lena PetitDaniel RodriguezCarolyn House StewartCyndy StiglichFrank Wyszynski

Others PresentJulia Mandell, Gray RobinsonJohn J. Gilberto, Cherry Bekaert LLPLauren Strope, Cherry Bekaert LLP

Attendance sheet are attached.

The meeting location was changed from in-person at the HART Administrative Office to a virtual meeting pursuant to Executive Order Number 20-69, issued by the Governor of the State of Florida on March 20, 2020, and section 120.54, Florida Statutes. Due to social distancing, the Board room in the Ybor Administrative Office was only accessible for personnel facilitating the meeting.

CALL TO ORDER AND PLEDGE OF ALLEGIANCE

The meeting was called to order at 9:02 a.m. Pledge of Allegiance followed.

Danielle Arthur, Board Administrator, performed the roll call for attendance. Committee members Harden, McClain, Overman, Schisler, and Williams were present. Committee members Knight and Mechanik were absent.

Julia Mandell, HART General Counsel, read the Rules for Committee Participation into the record.

Committee member Mechanik joined the meeting at 9:05 a.m.

ELECTION OF COMMITTEE OFFICERS

Ms. Mandell stated that the Committee will need to elect a new Chair and Vice Chair for the 2020 calendar year.

Committee member Harden nominated Committee member McClain for the position of the Finance and Audit Committee Chair.

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Hillsborough Transit AuthorityFinance and Audit Committee Virtual Meeting

April 21, 2020

Committee member McClain declined the nomination explaining that, in his opinion, it would be beneficial if another committee member has an opportunity to lead the Committee.

Committee member McClain nominated Committee member Harden for the office of Committee Chair. Ms. Arthur performed a roll call vote. Committee members Harden, McClain, Mechanik, Overman, Schisler, and Williams voted aye. Committee member Harden was unanimously elected to the position of the Finance and Audit Committee Chair.

Committee member McClain nominated Committee member Mechanik for the office of Vice Chair. Ms. Arthur performed a roll call vote. Committee members Harden, McClain, Mechanik, Overman, Schisler, and Williams voted aye. Committee member Mechanik was unanimously elected to the position of the Finance and Audit Committee Vice Chair.

Committee member McClain thanked Committee members Harden and Mechanik for accepting the leadership of the committee.

APPROVAL OF MINUTES

Committee member McClain moved and Committee member Mechanik seconded approval of the minutes from the November 18, 2019 Finance and Audit Committee meeting. Ms. Arthur performed a roll call vote. Committee members Harden, McClain, Mechanik, Overman, Schisler, and Williams voted aye. The motion passed unanimously.

PUBLIC COMMENT ON AGENDA ITEMS (3 MINUTES PER SPEAKER)

Ms. Mandell read the Rules for Public Participation into the record.

No one pre-registered to speak.

PRESENTATIONS

Audit Results

John J. Gilberto & Lauren Strope, Cherry Bekaert LLP, provided an overview of the results from the audited financial statements of the enterprise fund of HART as of and for the year ended September 30, 2019, the related notes to the financial statements, and the report issued thereon dated February 24, 2020. A full copy of the presentation is available upon request from the Board Administrator at arthurd@gohart.org.

Committee member Knight joined the meeting at 9:21 a.m.

Committee member Overman noted that transportation surtax funding that was included in the revenues currently waiting on a Florida Supreme Court ruling for utilization of the funds. She informed the Committee that the Board of County Commissioners decided not to pursue putting a protective referendum on the ballot for this election year. Committee member Overman commented that if an adverse decision is made by the Florida Supreme Court, the next opportunity for the installation of a sales tax referendum will be in 2022. She reminded the Committee that the Board addressed several issues about the need for an update in procurement and contracting procedures after the recent whistleblower complaint, and asked if the Cherry Bekaert firm would

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Hillsborough Transit AuthorityFinance and Audit Committee Virtual Meeting

April 21, 2020

be available to provide guidance in that update of policies and procedures. She further asked what the next steps should be for the committee to address the issues raised from that complaint.

Mr. Gilberto stated that the auditors were aware of the investigation while conducting the audit and performed some unpredictability procedures to ensure that none of the actions affected any dollars amounts in the financial statements and there was nothing to note from that aspect. He spoke in terms of the internal controls and manual overrides, the issues were isolated from what was reviewed at the Chief Executive Officer level. Mr. Gilberto stated that the firm does have theability to perform additional reviews of procedures to make recommendations; however, it would not be an independent audit if the internal controls adopted were then audited by the same firm that recommended the changes. He suggested that another firm perform a detailed review of internal controls with recommendations of changes and updated for his firm to then audit.

Committee member Overman inquired if that firm should be familiar with government accounting to ensure that the auditing firm can complete the next audit most effectively.

Mr. Gilberto stated that all the suggested firms would be knowledgeable about internal audits, controls and processes as well as government accounting.

Carolyn House Stewart, Interim Chief Executive Officer, stated that staff has previously presented a plan that all procurement procedures would be reviewed internally to be brought before the Board for input. She added that if a firm should be hired as a consultant, there is a procurement process in places for securing that firm. Ms. Stewart asked that the Board wait until the changes are presented before hiring a consulting firm. She stressed that the investigations completed by Carlton Fields and the most recent audit did not show any fraud or illegal conduct.

Committee member McClain agreed with Ms. Stewart’s course of action and stated that he would like to see the changes staff can bring back to the Committee and Board before exploring an option of consulting an auditing firm.

Committee member Schisler commended the accounting and management staff for the audit. He noted that it takes many people to put an audit together.

Committee member Overman thanked staff and the firm for all the work done. She commented that it was important to know the status of the changes on the internal controls and how that will affect the future audits.

Committee member Williams stated that there is significant credibility gained from the completion of the audit. She commented that she had concerns because of the whistleblower complaint, but the fact that it proved to be an isolated event with only one employee, starts to build the credibility of the Agency back up.

Committee Chair Harden echoed previous complementary comments and stressed that the Committee will be looking forward to hearing staff’s recommendations for revised policies and internal controls.

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Hillsborough Transit AuthorityFinance and Audit Committee Virtual Meeting

April 21, 2020

COMMITTEE ACTION ITEMS

a. Receive and File the Fiscal Year Ending September 30, 2019 Comprehensive Annual Financial Report (CAFR)

Committee member Overman moved and Committee member McClain seconded a motion to forward the action item Receive and File the Fiscal Year Ending September 30, 2019 Comprehensive Annual Financial Report (CAFR) to the full HART Board of Directors at the Regular Board Meeting on May 4, 2020. Ms. Arthur performed a roll call vote. Committee members Harden, Knight, McClain, Mechanik, Overman, Schisler, and Williams voted aye. The motion passed unanimously.

b. Approval of the Proposed Program of Projects (POP) and Authorization to Apply for and Accept All FY2020 Federal Transportation Administration (FTA) Funding, Contingent Upon Approval at the Public Hearing Scheduled for May 4, 2020

Committee member McClain referred to previous presentations that highlighted potential challenges with the pension plans and asked what the thoughts are going forward to close that gap if needed.

Ms. Stiglich explained that the pension liability will affect the net position of HART and currently, there are no reserves for any kind of liability that would need to be paid through capital. She added that it does not appear that HART will have to use any funds for this liability at this time.

Committee member Williams moved and Committee member Schisler seconded a motion to forward the action item Approval of the Proposed Program of Projects (POP) and Authorization to Apply for and Accept All FY2020 Federal Transportation Administration (FTA) Funding, Contingent Upon Approval at the Public Hearing Scheduled for May 4, 2020 to the full HART Board of Directors at the Regular Board Meeting on May 4, 2020. Ms. Arthur performed a roll call vote. Committee members Harden, Knight, McClain, Mechanik, Overman, Schisler, and Williams voted aye. The motion passed unanimously.

c. Authorize the Interim Chief Executive Officer to Execute a Public Transportation Grant Agreement (PTGA) between Hillsborough Transit Authority (HART) and the Florida Department of Transportation (FDOT) for Public Transit Service Development Program Funds to Assist with Land Acquisition and Planning Costs of a New Heavy Maintenance Building at the Operations Facility in the Amount of $3,500,000

Committee member Schisler inquired which building this funding will be used for and where it is located. He further asked how much additional funding needed for this project is slated from the transportation surtax that may or may not become available.

Mr. Rodriguez responded that this would be the replacement of the maintenance facility at the 21st

Avenue Operations Facility. He added that the current facility is restrained and this funding will assist in obtaining adjacent available property.

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Hillsborough Transit AuthorityFinance and Audit Committee Virtual Meeting

April 21, 2020

Ms. Stiglich explained that the approved list of projects for the transportation surtax funding had reserved a substantial amount of money for this project and there would have been more money reserved this year if the Agency was submitting a list. She noted that there is an existing grant available to use in this building, but the majority of the funds would be heavily reliant on the transportation surtax or some other similar form of funding.

Committee member McClain left the meeting at 10:00 a.m.

Committee member Schisler moved and Committee member Mechanik seconded a motion to forward the action item Authorize the Interim Chief Executive Officer to Execute a Public Transportation Grant Agreement (PTGA) between Hillsborough Transit Authority (HART) and the Florida Department of Transportation (FDOT) for Public Transit Service Development Program Funds to Assist with Land Acquisition and Planning Costs of a New Heavy Maintenance Building at the Operations Facility in the Amount of $3,500,000 to the full HART Board of Directors at the Regular Board Meeting on May 4, 2020. Ms. Arthur performed a roll call vote. Committee members Harden, Knight, McClain, Mechanik, Overman, Schisler, and Williams voted aye. The motion passed unanimously.

d. Authorize the Interim Chief Executive Officer to Exercise the Two-Year Option of the Existing Contract for External Audit Services with Cherry Bekaert, LLP in the Amount of $86,480

Committee member Schisler moved and Committee member Overman seconded a motion to forward the action item Authorize the Interim Chief Executive Officer to Exercise the Two-Year Option of the Existing Contract for External Audit Services with Cherry Bekaert, LLP in the Amount of $86,480 to the full HART Board of Directors at the Regular Board Meeting on May 4, 2020. Ms. Arthur performed a roll call vote. Committee members Harden, Knight, Mechanik, Overman, Schisler, and Williams voted aye. The motion passed unanimously.

INFORMATION ITEM

Achievement for Excellence for Comprehensive Annual Financial Report (CAFR)

Committee Chair Harden congratulated staff again on the tremendous work performed for the audit.

ADJOURNMENT

The meeting adjourned at 10:07 a.m.

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BOARD ATTENDANCE LOGMeeting: Finance and Audit Committee Meeting Date:04/21/2020

NAME PRESENT ABSENT AFTER ROLL CALLCOMMITTEE MEMBERS

Adam Harden XMarvin Knight X Joined at 9:21 a.m.Richard A. McClain X Left at 10:00 a.m.David Mechanik X Joined at 9:05 a.m.Commissioner Kimberly Overman XCouncilman Gil Schisler XMelanie Williams X

OTHER BOARD MEMBERS PRESENTMayor Jane CastorCommissioner Pat KempCommissioner Lesley “Les” MillerKathleen ShanahanCommissioner Mariella SmithCouncilmember Luis Viera

STAFF PRESENT OTHERSDanielle Arthur Julia Mandel, Gray RobinsonJoan Brown John J. Gilberto, Cherry Bekaert LLPDexter Corbin Lauren Strope, Cherry Bekaert LLPLynda CrescentiniScott DrainvilleJohn EdmondsonJacqueline HalldowLorena HardwickCrystal HundleyLena PetitDaniel RodriguezCarolyn House StewartCyndy StiglichFrank Wyszynski

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Hillsborough Transit AuthorityJoint Operations and Safety and Finance and Audit Committee Virtual Meeting

June 15, 2020

Committee Members Present (8) Staff PresentCommissioner Pat Kemp Danielle ArthurAdam Harden Sylvia BerrienMarvin Knight Ruthie Reyes BurckardRichard McClain Christopher CochranDavid Mechanik Dexter CorbinCommissioner Kimberly Overman Lynda CrescentiniCouncilmember Gil Schisler Scott DrainvilleMelanie Williams John Edmondson

Jacqueline HalldowCommittee Members Absent (0) Crystal Hundley

Yolanda JenningsNicole McClearyColin MulloyLena PetitDaniel RodriguezCarolyn House StewartCyndy StiglichFrank Wyszynski

Others PresentJulia Mandell, Gray Robinson

Attendance sheet is attached.

This meeting location was changed from in-person at the HART Administrative Office to a virtual meeting pursuant to Executive Order Number 20-69, issued by the Governor of the State of Florida on March 20, 2020, and section 120.54, Florida Statutes. Due to social distancing, the Board roomin the Ybor Administrative Office was only accessible for personnel facilitating the meeting.

CALL TO ORDER AND PLEDGE OF ALLEGIANCE

The meeting was called to order at 9:02 a.m. by the Operations and Safety Committee Chair Williams. Pledge of Allegiance followed. She announced that Director Harden, who is the Chair of the Finance and Audit Committee, was also on the call. Operations and Safety Committee Chair Williams explained that she would be facilitating the meeting to streamline the agenda flow and allow one person to recognize the public and participation of the Committee members in this virtual format

Danielle Arthur, Board Administrator, performed the roll call for attendance. Committee membersHarden, McClain, Mechanik, Schisler, and Williams were present. Committee members Kemp, Knight, and Overman were absent.

PUBLIC COMMENT ON AGENDA ITEMS (3 MINUTES PER SPEAKER)

No one pre-registered to provide public comment.

Committee member Knight joined the meeting at 9:04am

Julia Mandell, HART General Counsel, read the Rules for Committee Participation into the record.

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Hillsborough Transit AuthorityJoint Operations and Safety and Finance and Audit Committee Virtual Meeting

June 15, 2020Continued…

PRESENTATIONS

Staff played the video “Heroes Work Here” for the Committee members and public. The video can be found at https://www.youtube.com/watch?v=c3QGQMJQ3LY.

a. Monthly Safety and Security Update

Colin Mulloy, Director of Safety, provided an overview of accidents and security altercations for the month of April 2020. A full copy of the presentation is available upon request from the BoardAdministrator at arthurd@gohart.org.

Committee member McClain asked for the percentage of service that was decreased. He notedthat accidents are down about 50% and stated that he would like to see the correlation of that to service.

Mr. Mulloy responded that the service levels have decreased about 50% so there is a correlation between the service levels and the number of accidents.

Committee member Kemp joined the meeting at 9:14 a.m.

b. Maintenance Department Fleet Overview

Scott Drainville, Deputy Chief of Maintenance & Facilities, gave an overview of the current fleet, comparisons of vehicle technology, and the future replacement plans. A full copy of the presentation is available upon request from the Board Administrator at arthurd@gohart.org.

Committee member Schisler referred to the statement that currently, there are no buses on order;and stated that he recalls an order of ten buses. He asked if that order is tied to the surtax money that is tied up in the court system.

Mr. Drainville stated that HART did apply for grants to purchase buses, but there is nothing currently on order.

Committee member Kemp reminded that HART has received an FDOT grant to purchase CNG buses. She inquired if the Low or No Emission grant, that HART did not receive, was the only grant that HART applied for.

Mr. Drainville responded that HART was awarded a grant; however, staff is still looking for the match for those funds.

Cyndy Stiglich, Interim Chief Financial Officer, confirmed that HART did receive the Bus and Bus Facilities grant of $4.3 million, which requires a $750,000 match. HART is looking for local funds to match in order to purchase ten buses.

Committee member Kemp asked for confirmation that HART can buy ten new buses once the $750,000 local match is identified; and inquired if the $750,000 could be included in next year’s budget.

Ms. Stiglich answered affirmatively.

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Hillsborough Transit AuthorityJoint Operations and Safety and Finance and Audit Committee Virtual Meeting

June 15, 2020Continued…

Committee member Kemp asked for confirmation that the grant will be sufficient to purchase ten CNG buses.

Ms. Stiglich confirmed that the grant should allow for the purchase of nine to ten buses.

Committee member Kemp inquired about the timeline to receive the buses after the order is made.

Ms. Stiglich explained that the contract has already been approved by the HART Board so from the order date, it should take approximately 12 to 18 months.

Committee member Kemp asked why this information was not a part of the presentation. She explained her belief that there should be synergy between finances, budget, and expenses. She noted that the local match amount is de minimis if it will afford the Agency ten new buses and that should be a highlight and focus for the budget in the upcoming year. Committee member Kemp referred to slide 5, Fleet Statistics, and asked why the expected useful life for a diesel bus is 10.2 years, but only 8.8 years for CNG buses.

Mr. Drainville explained that the FTA defines a 40-foot bus useful life as 12 years or 500,000 miles, whichever comes first. He further explained that the CNG buses reach the mileage threshold in approximately 8.8 years.

Committee member Kemp spoke about regional routes that are more costly, and have more miles and lower ridership. She noted that there is discussion to add more of these routes, but these routes shorten the useful life of the buses causing the bus capital to be much higher.

Mr. Drainville noted that the miles tracked by the Maintenance Department are done with actual miles, not revenue miles. He added that these miles determine maintenance scheduling and budgeting purposes.

Committee member Kemp agreed with the Maintenance Department process for tracking miles and restated that the regional routes have higher mileage with low efficiency than the local routes servicing the Downtown and USF areas. She referred to slide 12, 2019 Carbon Footprint, and stated that the presentation is missing the electric bus footprint and the greenhouse gas footprint from fracked gas which would show a whole different picture.

Mr. Drainville stated that he does not have the most accurate data for electric buses, since the Agency does not own any. He added that he reported data that is known because of Agency’shistory statistics.

Committee member Kemp asked that presentations in the future include the impact of the fracked gas for the CNG buses, not just the carbon footprint from petroleum.

Operations and Safety Committee Chair Williams inquired if there was any action needed from the Committee for this presentation.

Mr. Drainville reported that the presentation was just for informational purposes. He noted that he has a 30-year career in transit with a mission of providing safe, reliable, clean and sanitary

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Hillsborough Transit AuthorityJoint Operations and Safety and Finance and Audit Committee Virtual Meeting

June 15, 2020Continued…

service, and if greenhouse gas impacts will be the biggest issues for the Board, staff will need to be made aware.

Committee member Kemp stated that information presented should be accurate and include the greenhouse gas footprints of fracked gas for CNG buses for the Board to review in addition to the carbon footprint of petroleum.

Operations and Safety Committee Chair Williams asked that Mr. Drainville provide a follow-up about the differences of all inputs whether currently available or not; and normalize the data compared to what was presented today.

Mr. Drainville indicated that he will.

Committee member Schisler inquired if any Board action was required to secure the local match for the grant.

Ms. Stiglich stated that the contract to purchase up to 40 buses was approved last year, when the Agency was expecting to receive the sales tax funds. She continued that when the budget is presented for next year, there will be a request to use $758,000, the corrected amount, from the general fund in order to provide the match.

Operations and Safety Committee Chair Williams stated that Committee member Schisler made a good point that while this presentation has an operational topic, there is a financial component that accompanies it thus the need for the Joint Committee meeting. She asked staff to highlight those items that have the crossover in the future for the Committee.

Ms. Stiglich agreed that any action that requires a financial impact should be brought forward to the Finance and Audit Committee.

Committee member McClain noted the great suggestion of pointing out the overlap needed of the two committees. He asked if the budget next year will be able to support $750,000.

Ms. Stiglich answered that currently, the Agency is looking at how to better position the finances to have some of the matches required for grants that have already been received, not just those that the Agency intends to apply for. She noted that going into FY2021, it will be incumbent of HART to include those types of matches in the budget for both operating and capital that will reallocate some of the Ad Valorem to those types of requirements while staff capitalizes on using the CARES Act to help the Agency with the operating budget.

Committee member McClain commented that he believes that the HART Board should revisit the Ad Valorem rate. He asked if the carbon footprint information is shared anywhere outside of the reports to the Board.

Mr. Drainville answered that the data is only presented to the Board and not required anywhere else.

Operations and Safety Committee Chair Williams asked Mr. Drainville what it means to barely make fleet.

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Hillsborough Transit AuthorityJoint Operations and Safety and Finance and Audit Committee Virtual Meeting

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Mr. Drainville answered that he noted that EPA has changed their emissions requirements for engines so some of the older fleet cannot be rolled out because it violates the requirement.

Operations and Safety Committee Chair Williams inquired about a contingency plan if there is an immediate need of replacing the 80 buses that have outlived their useful life. She further inquired about the correlation of maintenance cost for holding on to buses that have outlived their useful life.

Mr. Drainville indicated that because of the deferred maintenance over years and not having mid-life overhaul programs in place, the parts budget just keeps going up. He noted that he has managed 17-18-year fleets in the past and the agency pays either way, it is just a matter of in the short-term or long-term.

Operations and Safety Committee Chair Williams inquired if there is any other strategy for the Agency other than finding a match for the grant. She further inquired if there is a back-up plan in place until the funding is secured.

Mr. Drainville explained that the department has streamlined maintenance procedures to extend the life of the buses, but other than funding, any plan would make it tough to keep the buses going. He added that other factors working against the Maintenance Department is being understaffed and underfunded while the buses have a tremendous number of miles on them. Mr. Drainville pointed out that 31 out of 40 Mechanics are in the master class and are very good at diagnosing the issues with the fleet since they have maintained the buses for so long.

Committee member Kemp thanked Operations and Safety Committee Chair Williams for her comments and added that it is important to have a plan for this beyond just grants. She noted that HART staff has told her that the Agency is not fit to run operations because of the bus fleet having such an extended useful life. Committee member Kemp stated the importance of having a plan of replacement instead of just repairing, extending the useful life, and shortening routes. She commented that the Operations Facility is in critical condition and it is the biggest regional need for transit in the area. Committee member Kemp suggested creating a plan to replace at least 20 buses a year for the next several years.

COMMITTEE ACTION ITEM

AMENDED – FY2021 Potential Service Modifications

Christopher Cochran, Director of Service Development, stated that the presentation and corresponding action item is to authorize staff to conduct public outreach for proposed service changes in January 2021. He added that these changes are related to the FY2021 budget. A full copy of the presentation is available upon request from the Board Administrator at arthurd@gohart.org.

Committee member Overman joined the meeting at 10:20 am.

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Hillsborough Transit AuthorityJoint Operations and Safety and Finance and Audit Committee Virtual Meeting

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Authorize HART Staff to Conduct Public Outreach for Proposed January 2021 Service Changes

Mr. Cochran explained that this committee action item seeks to authorize staff to conduct the necessary public outreach related to proposed service changes in January 2021. He further explained that HART is currently facing a budget shortfall that requires savings and the proposed service changes will provide an estimated $3.23 million in FY2021 and $4.3 million annually.

Committee member Kemp stated that she does not understand why this item was not brought to the Strategic Planning and External Relations Committee. She commented that she was not able to view the presentation before the meeting so she is seeing this presentation for the first time. Committee member Kemp spoke of the cost per passenger trip data that she finds beneficial and would have liked for the Strategic Planning and External Relations Committee to review, especially for certain circulators and regional routes compared to local routes such as the Route 1. She referred to the Comprehensive Operations Analysis (COA) that will be completed by TindaleOliver and mentioned that this is the same firm that completed the Mission MAX service changes in previous years. Committee member Kemp commented that the outreach efforts for the MissionMAX service changes were poorly advertised and stated her concerns about outreach during the current COVID-19 pandemic. She asked staff what level of outreach is expected. Committee member Kemp stressed that this plan involved extreme cutting to result in de minimis saving from her point of view. She inquired if the service cuts are because of the current pandemic or if these are permanent future service cuts. Committee member Kemp further inquired what will service return to if a vaccine is developed.

Mr. Cochran responded that these service cuts are recommended outside of the current pandemic based on result of not receiving the transit surtax funding.

Committee member Kemp stated that these routes were in service before the introduction of the transportation surtax funding. She added that in addition to cutting long-term service, frequency will be cut on the most productive routes. Committee member Kemp expressed that 15-minute frequency is sad for any transportation agency in any major city in the Country. She commented that decreasing the frequencies is moving the Agency in the wrong direction instead of the right direction. Committee member Kemp spoke about the extreme level of the cuts proposed. She referred to the proposed Route 8 and noted that is duplicative of the streetcar service. Committee member Kemp noted that she is pleased to get the Cypress Street route back. She restated that she is supportive of a Downtown circulator, but not duplicative service of the streetcar. Committee member Kemp spoke about the extreme degrading of service by the proposed frequencies. She restated that she did not understand why this presentation was not brought to the Strategic Planning and External Relations Committee and her concerns for public outreach in the current pandemic times.

Mr. Cochran explained that this plan is a working document and that the final plan will not be presented until November. He noted that Tindale Oliver is not conducting the outreach for this proposed plan, Valerin Group, Inc. will be the contractor.

Committee member Kemp asked if that is the same contractor that did the outreach for MissionMAX.

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Hillsborough Transit AuthorityJoint Operations and Safety and Finance and Audit Committee Virtual Meeting

June 15, 2020Continued…

Mr. Cochran indicted that he was not at HART during the Mission MAX outreach and could not answer at this point. He pointed out that it will be crucial to work with policy leaders while listening to public and working hand-in-hand with all to hone this plan into the best it can be. Mr. Cochran explained that staff’ intent is not to take service away, but there will have to be some tough decisions to make. Jacqueline Halldow, Chief of Communication and Marketing Officer, stated that staff echoes and fully supports Committee member Kemp’s comments. She explained that, from an industry perspective, one of the biggest detriments to communicating service changes to the public is not being fully transparent. Ms. Halldow indicated that this outreach will be as extensive and transparent as possible even within the current confines.

Committee member Kemp thanked staff for the feedback and restated again that this should have been brought to the Strategic Planning and External Relations Committee. She spoke about her concerns for the budget and again commented that these cuts are de minimis for the savings that will be achieved. Committee member Kemp stressed that the decrease in frequency will be a big deterioration of HART service, brand, and product.

Committee member Schisler recognized that this is a draft document and concurred that the timing is on point for this presentation. He noted there appears to be a lot of good planning that went into the plan with the addition of the Cypress Street route and services that benefit the construction in the northern part of the County. Committee member Schisler referenced a comment at the previous Board meeting requesting the Route 39 frequency increased from 30-minutes to 15-minutes, and asked if that change has gone into effect as it was not in the plan.

Mr. Cochran responded that it has not gone into effect and that staff is currently evaluating where and how the Agency is able to bring back the appropriate level of service as ridership starts to increase again. He noted that the availability of Operators is affecting that evaluation.

Committee member Schisler inquired about the length of Route 30 if it goes from the Northwest part of the County to Marion Transfer Center.

Mr. Cochran explained that the route used to be a 60-minute trip one way at a 30-minute frequency.

Committee member Schisler referred to the potential savings area and asked how the $2 million in savings for employees will be achieved. He inquired if it will be a reduction in force.

Mr. Cochran stated that the reduction was calculated by loss of roster hours, not loss of FTEs. He stated that staff is not prepared at this time to discuss those savings in details.

Committee member Schisler asked if the Union will be involved in that discussion.

Mr. Cochran referred that question to the Operations Department for a better explanation.

Finance and Audit Committee Chair Harden echoed previous comments that in future presentations, cost per route would be more helpful rather than a projected savings based on blended averages. He noted that with the decreased ridership, this is allowing staff to review the inefficiencies and stated that he hopes that staff is discussing the potential of savings for fixed costs assuming that the sales surtax funding is not received. Finance and Audit Committee Chair

18

Hillsborough Transit AuthorityJoint Operations and Safety and Finance and Audit Committee Virtual Meeting

June 15, 2020Continued…

Harden mentioned the released RFP for the Downtown area and inquired if any of the servicespresented are duplicative of that route and can be savings if the circulators become reliable service. He echoed Committee member Kemp’s comments on frequencies and stated that the frequencies on the most productive routes should not be decreased. Finance and Audit Committee Chair Harden stated that he looks forward to the future revisions of the plan with the addition of the costs per route data.

Mr. Cochran mentioned that the last two pages of the monthly Ridership and Productivity status reports now include cost per passenger by route with frequencies.

Committee member Mechanik stated that the recommendations presented seem to be well thought out, but as a Board member, he is looking at the service changes incrementally and not in context to the budget. He noted that there cannot be a discussion about reductions and efficiencies without understanding how that will impact the budget and whether or not there are priorities that are not being explored. Committee member Mechanik commented that the Board is not getting the full picture without merging the discussions of service and budget. He added that the full picture is needed to make informed decisions.

Committee member Knight spoke about his concerns about the North Boulevard route switching to Armenia Avenue. He agreed with Committee member Kemp’s comments that this presentation should be vetted through the Strategic Planning and External Relations Committee. Committee member Knight commented that this Committee should not be discussing this topic if the Strategic Planning and External Relations Committee has not explored the presentation yet.

Operations and Safety Committee Chair Williams referred to Committee member Kemp’s and Knight’s comments about the context of the committees and asked for clarification about each committees’ roles and responsibilities.

Ms. Arthur noted that the roles and responsibilities for the committees are included in the corresponding committee meeting packets. She added that this action item and subsequent presentation was brought to this Committee because of its impact on current operations for the Agency.

Carolyn House Stewart, Interim Chief Executive Officer, stated that the budget will be presented at the July 20, 2020 Board of Directors meeting and staff felt that this presentation should be vetted at a Committee level before combining it with the budget presentation. She referred the Committee members to the Operations and Safety Committee Roles and Responsibilities section, and remarked that this presentation was within the purview for this Committee. Ms. Stewart explained that in regard to the employment savings shown in the plan, there would not be a reduction in employees, but rather a reduction in attrition and no new hires. She added that if any reduction does have to occur, it would be done in conjunction with the Union and that any employees let go would be eligible for rehire. Ms. Stewart detailed the overtime expenses since January and stated that reducing that expense will also add to the projected savings associated with this plan.

Operations and Safety Committee Chair Williams recapped that the Committee would like a better understanding of how the service decisions correlate with the budget and to review the subjects in combination instead of individually.

19

Hillsborough Transit AuthorityJoint Operations and Safety and Finance and Audit Committee Virtual Meeting

June 15, 2020Continued…

Committee member Overman noted that she reviewed the presentation before the meeting and her conscious of what the Committee members are saying is that these recommended changes are missing the mark of providing transportation to those who need or want to use transit. She added that these changes in the presentation are not showing the impact on the transit dependent communities. Committee member Overman stated that these changes may fit the budget, but asked if they fit the need of those communities in Hillsborough County that depend on transit communities. She stressed that the overlay of the services with the transit dependent communities is an important part of the process. Committee member Overman noted that she believes that the Committee members believe that this should have been presented at the Strategic Planning and External Relations Committee meeting first to ensure that it aligns with the mission and goals of the Agency before being presented from a financial standpoint. She asked that the future revisions of this presentation include the overlay of the transit dependent communities and review it from that point of view.

Committee member Kemp thanked Committee members that commented that this presentation should have be reviewed by the Strategic Planning and External Relations Committee. She noted that HART is one of the most underfunded agencies in the nation; therefore, service has to be examined very closely in terms of cost and who is served. Committee member Kemp commented that the transit dependent customers mostly rely on increased frequencies and gave examples of routes that have the most transit riders in the region. She stressed that the Agency needs to find a way to strengthen operations instead of diminish them. Committee member Kemp stated that this is the future of HART and should absolutely go through the Strategic Planning and External Relations Committee.

Committee member Schisler inquired if the action item on the floor will be approved by the Committee or recommended by the Committee to be approved at the full Board of Directors meeting.

Ms. Arthur explained that the Committee would make a recommendation for the regular Board of Directors meeting on July 20, 2020. She noted that if approved, historically, the item would be placed on the consent agenda for the Board of Directors meeting.

Committee member Knight made a motion to send the presentation to the Strategic Planning and External Relations Committee even if an additional meeting has to be called. Committee member Kemp seconded.

Finance and Audit Committee Chair Harden left the meeting at 11:09 a.m.

Committee member Kemp spoke of the importance of this item and stated that it should never be placed on a consent agenda, but should be presented and discussed at the full Board of Directors meeting, to allow for the full Board participation.

Committee member Schisler clarified that this action is not passing judgement on the changes, it is simply asking for the outreach process to be started. He agreed that this should not be a consent agenda item especially since there is concern that this may have not gone through the proper committee although he believes that staff was not trying to circumvent any Board members. Committee member Schisler stressed again that staff is only asking to plan outreach, not execute any service changes.

20

Hillsborough Transit AuthorityJoint Operations and Safety and Finance and Audit Committee Virtual Meeting

June 15, 2020Continued…

Finance and Audit Committee Chair Harden rejoined the meeting at 11:10 a.m..Committee member Overman stated that if this outreach will only present options for the public to choose from and not allow members of the public to comment; then the outreach will not meet the Strategic Planning and External Relations Committee goals nor its mission. She noted that that might not be the case, but before making recommendations on proposed operational service changes, it is important to recognize the planning process and mission goals prior to going to the outreach. Committee member Overman stated that the outreach should ask questions and not provide choices. She commented that the Strategic Planning and External Relations Committee should review this item along with any associated financial impacts.

Ms. Stewart informed the Committee that every member of the Strategic Planning and External Relations Committee is currently on the call and discussing the matter except for Mayor Jane Castor and Kathleen Shanahan who recently resigned from the Board. She noted that she provided the information in the interest of proper utilization of time.

Committee member Knight restated his motion:

Committee member Knight made a motion to not move further with the item and send it back to the Strategic Planning and External Relations Committee Meeting for them to look at it and make the decision. Committee member Kemp seconded. Ms. Arthur performed a roll call vote. Committee members Harden, Kemp, Knight, Overman, and Williams voted aye. Committee member Schisler voted nay. Committee members McClain and Mechanik were absent at time of vote. The motion passed with a vote of 5 to 1.

Finance and Audit Committee Chair Harden thanked Operations and Safety Committee Chair Williams for facilitating the meeting

INFORMATION ITEM

Response to Committee Member Kemp: Resiliency of HART Operations Facility

ADJOURNMENT

The meeting adjourned at 11:23 a.m.

21

BOARD ATTENDANCE LOGMeeting: Joint Operations and Safety and Finance and Audit Committee MeetingDate:06/15/2020

NAME PRESENT ABSENT AFTER ROLL CALLCOMMITTEE MEMBERS

Melanie Williams – CO-CHAIR XAdam Harden – CO-CHAIR XCommissioner Pat Kemp X Joined at 9:14 a.m.Marvin Knight X Joined at 9:04 a.m.Richard A. McClain XDavid Mechanik XCommissioner Kimberly Overman X Joined at 10:20 a.m.Councilman Gil Schisler X

OTHER BOARD MEMBERS PRESENTMayor Jane CastorCommissioner Lesley “Les” MillerCommissioner Mariella SmithCouncilmember Luis Viera

STAFF PRESENT OTHERSDanielle Arthur Julia Mandel, Gray RobinsonSylvia BerrienRuthie Reyes BurckardChristopher CochranDexter CorbinLynda CrescentiniScott DrainvilleJohn EdmondsonJacqueline HalldowCrystal HundleyYolanda JenningsNicole McClearyColin MulloyLena PetitDaniel RodriguezCarolyn House StewartCyndy StiglichFrank Wyszynski

22

Hillsborough Transit AuthorityFinance and Audit Committee Virtual Meeting

August 17, 2020______________________________________________________________________________

8-1

PRESENTATION

FY2021 Tentative HART Budget

The Interim Chief Financial Officer will present the FY2021 tentative HART budget for consideration by the Finance and Audit Committee, and request advancement to the HART Board of Directors on September 14, 2020 - the first of two required public hearings to adopt the FY21 millage rate and annual budget. The presentation will provide an overview of the proposed FY21 revenue and expense factors, and how historical trends and cash reserve levels have guided the development of the FY2021 operating budget. Proposed operating revenues will focus on the use of the FTA CARES Act funding, which was awarded in FY2020 in response to the Coronavirus. CARES will allow HART to defray deficits, budget to realistic levels, provide required grant matches, and help to restore cash reserves by the end of FY2021. Proposed operating expenses are based on projected FY20 actuals and the assumption that service levels will be restored to pre-COVID conditions. The tentative operating budget of $95,600,582 is balanced, and represents a 15% increase over FY2020 budget. The proposed FY21 capital budget includes projects and funding rolling over from FY2020 and will focus on HART’s state of good repair, which exceeds $100 million. The tentative capital budget of $51,199,502 is balanced, and represents a 35% increase over FY2020 budget. A list of capital projects is attached to the presentation.

Prepared by: Cyndy Stiglich, Interim Chief Financial Officer

Approved by: Carolyn Stewart, Interim Chief Executive Officer

Attachment: FY21 Capital projects

23

ATTACHMENT

24

25

1

FY2021 Tentative HART Budget

Finance and Audit Committee Virtual Meeting

August 17, 2020

PresenterCyndy Stiglich

Interim Chief Financial Officer

26

2

Presentation Overview

• Tentative FY2021 HART Combined Budget

• Tentative FY2021 Operating Budget

• Tentative FY2021 Capital Budget

• Next Steps

27

3

FY21 Budget Overview

• Tentative Operating Budget is $95,600,582  $12,108,824 or 15% greater than FY20

• Tentative Capital Budget is $51,199,502 13,238,476 or 35% greater than FY20

• Tentative Operating and Capital Budget is $146,800,084 $25,347,300 or 21% greater than FY20

28

4

FY21 Budget OverviewOperating/Capital Revenues  $146,800,084

Federal Grants with CARES Act $71,786,414

49%State Grants$14,379,136

10%

Local Contributions$2,528,855

2%

HART General Fund (Ad Valorem) 

$45,703,85931%

Fares$10,141,347

7%

Other$2,260,473

1%

29

5

FY21 Budget OverviewOperating/Capital Expenses        $146,800,084

Bus Operations$84,512,154

57%

Paratransit Operations$8,558,428

6%

Streetcar Operations$2,530,000

2%

Capital Projects

$51,199,50235%

30

6

Operating Revenue Factors

• Not counting on transportation sales tax• CARES Act is 25% of budget• Ad Valorem increase 9%; 9th year of .5 millage • Ad Valorem transfer to Capital and Reserves• Fares down $2.3M from FY20 budget• State and Federal grants flat to FY20• New revenues: Special Mobility District (FDOT/SPP), Alternative Fuel refund, County

31

7

CARES Act• HART’s awarded $39,865,488 from FTA• Reimbursement grant; no match; no expiration• Use for operating expenses; transfer Ad Valorem to Capital and Reserves

• Short term salvation, not long‐term solution

FY20 Projected use of CARES funding $15,500,000FY20 operating deficit (revs vs. expenses) $7,686,063FY20 Ad Val transfer to reserves $7,813,937

FY21 Budget in Operating $24,365,488FY21 operating deficit $8,015,603FY21 Ad Val transfer to capital (grant matches) $4,363,884FY21 Ad Val transfer to capital (state good repair) $5,000,000FY21 Ad Val transfer to reserves $6,986,001

32

8

Trends without CARES Act

$65.7 $66.7 $67.4$72.2

$76.9$81.0 $80.7

$87.5

$65.0$71.1 $71.2

$78.4 $76.4

$85.3 $88.4$95.6

$21.2$16.5

$10.6 $13.8 $15.1$10.6

$3.5-$4.5

$(10)

$10

$30

$50

$70

$90

FY14 FY15 FY16 FY17 FY18 FY19 FY20projected

FY21proposed

Fisc

al Y

ear E

nd R

epor

ted

Milli

ons

Fiscal Year

Operating Revenues and Expenses vs. Year End Cash(without CARES Act in FY20-21)

Revenues Expenses FYE Cash Reserve

33

9

Trends with CARES Act

$65.7 $66.7 $67.4$72.2

$76.9$81.0

$96.2$102.6

$65.0$71.1 $71.2

$78.4 $76.4$85.3

$88.4$95.6

$21.2$16.5

$10.6 $13.8 $15.1$10.6

$19.0$26.0

$-

$10

$20

$30

$40

$50

$60

$70

$80

$90

$100

$110

FY14 FY15 FY16 FY17 FY18 FY19 FY20projected

FY21proposed

Fisc

al Y

ear E

nd R

epor

ted

Milli

ons

Fiscal Year

Operating Revenues and Expenses vs. Year End Cash(with CARES Act in FY20-21)

Revenues Expenses FYE Cash Reserve

34

Operating Revenue Summary

Revenue SourceFY20 Budget Adopted

FY21 Budget Proposed

Difference

Ad Valorem Tax $48,315,324 52,659,860  4,344,536 Ad Valorem to Capital ‐$80,000 (9,363,884) (9,283,884)Federal CARES Act 24,365,488  24,365,488 Federal Grants $12,700,415 12,759,304  58,889 Fares and Passes $12,422,214 10,141,347  (2,280,867)State Grants $6,919,948 7,626,995  707,047 Local Contributions $676,000 1,476,000  800,000 Advertising Income $1,124,677 888,148  (236,529)Other Income $467,225 1,126,050  658,824 THS Streetcar $745,955 661,000  (84,955)Interest Income $200,000 246,275  46,276 Transfer to Reserves (6,986,001) (6,986,001)TOTAL REVENUE $83,491,758 $95,600,582 $12,108,824

Ad Valorem,

55%

Ad Valorem to Capital, -10%

Federal CARES Act,

25%

Federal Grants, 13%

Fares, 11%

State Grants, 8%

Ad Valorem to Reserves, -7%

35

11

Operating Expense Factors

• Budgeting for service to return to pre‐COVID• Personnel 68% of budget; 65% of budget increase Healthcare and Overtime increases  Bargaining “steps” and compensation study; no merit bonuses 852 FTE flat to FY20

• Operational contracts increase 27% New Special Mobility District $1.5M  Flamingo fares program $1M

• Part and supplies increase 13% • Liability claims increase 16%• Budget for contingency

36

12

Operating Expense Summary

Salaries49%

Fringe Benefits

10%

Health care9%

Fuel/Oil4%

Parts/Supplies6%

Operational Contracts

10%

Insurance Costs

5%

ExpenseFY20 Budget Adopted

FY21 Budget Proposed

Difference

  Salaries $42,042,434 47,032,631  4,990,197   Fringe Benefits $8,175,838 9,790,713  1,614,875   Health Care $7,556,303 8,822,117  1,265,814   Operational Contracts $7,305,492 9,283,833  1,978,341   Part/Supplies $4,891,519 5,532,823  641,304   Insurance Costs $3,702,596 4,297,146  594,550   Fuel/Oil $4,253,740 4,082,020  (171,720)  Other Administrative  $1,838,815 2,514,173  675,358   Legal Services $1,131,430 1,340,470  209,040   Administrative Contracts $936,196 1,166,322  230,126   Utilities $852,967 878,331  25,364   Marketing/Printing $677,699 673,797  (3,902)  Taxes/Fees $126,730 186,206  59,476 TOTAL EXPENSES $83,491,758 $95,600,582 $12,108,824

37

13

Capital Revenues

• Ad Valorem to capital = $9.39M $4.39M for grant matches  $5M for other capital needs/reserve 18% of FY21 budget 

• Rollover revenues from FY20 = ~$30M• FY21 annual Federal grants = ~$7.5M Federal grants = 68% of FY21 budget

38

14

Capital Revenue Sources

$51,199,502

FTA Formula

$11,441,65622%

FTA Discretionary

$9,848,88419%

FTA/FHWA Transfer

$13,371,08226%

FDOT$6,752,141

13%

Local$391,855

1%

Hart General Fund

$9,393,88419%

39

15

Capital Expenses/Projects

• State of Good Repair backlog exceeds $100M Rolling stock = $35M  Facilities = $62M Equipment/NRV’s = $5.5M  Infrastructure = $2M

• Unfunded project needs exceed $89M• Budgeting small reserve for contingency

40

16

Capital Project Summary

$51,199,502

Bus Stops/Shelters

$2,891,8556%

Facilities/Construction$15,212,373

30%

Maintenance Equipment$1,568,834

3%

Non-Revenue Vehicles$852,470

2%Transit

Planning/Studies$4,410,032

8%

Rolling Stock/ Maintenance$17,443,020

34%

Safety/Security$2,497,944

5%

Technology$5,949,983

11%Reserve$372,991

1%

41

17

Capital Budget SummaryRevenue Source FY2020 Budget 

AdoptedFY2021 Budget 

ProposedFY21 Budget

 vs.  FY20 Budget  FTA Urbanized Area  Formula (5307) $3,137,146 $2,817,798 ‐$319,348  FTA Bus and Bus Facilities  Formula (5339) $5,759,259 $5,079,073 ‐$680,186  FTA State of Good Repair Formula (5337) $3,196,671 $3,544,785 $348,114  FTA Discretionary Grants $5,516,694 $9,848,884 $4,332,190  FHWA Surface Transportation Block Grant $9,646,263 $13,371,082 $3,724,819  Florida Department of Transportation $9,965,028 $6,752,141 ‐$3,212,887  Impact/Mobility Fees $523,291 $391,855 ‐$131,436  HART General Fund $216,674 $9,393,884 $9,177,210

Total Capital Revenues $37,961,026 $51,199,502 $13,238,476

Project Category FY2020 Budget Adopted

FY2021 Budget Proposed

FY21 Budget vs.  FY20 Budget

  Bus Stops/Shelters $873,893 $2,891,855 $2,017,962  Facilities/Construction $11,986,853 $15,212,373 $3,225,520  Maintenance Equipment $3,154,538 $1,568,834 ‐$1,585,704  Non‐Revenue Vehicles $498,610 $852,470 $353,860  Planning/Studies $4,989,090 $4,410,032 ‐$579,058  Rolling Stock/Maintenance $7,570,247 $17,443,020 $9,872,773  Safety/Security $2,732,198 $2,497,944 ‐$234,254  Technology  $6,155,597 $5,949,983 ‐$205,614  Reserve $0 $372,991 $372,991

Total Capital Projects $37,961,026 $51,199,502 $13,238,476

42

18

Next Steps

September 14

• First public hearing to approve  tentative FY2021 millage rate and annual budget

September 28

• Second and final public hearing to adopt FY2021 millage rate and annual budget

43

19

QUESTIONS OR COMMENTS

44

BOARD COMMITTEE TRANSMITTAL

TO: MEMBERS OF THE HART BOARD

FROM: DANIELLE ARTHUR, BOARD ADMINISTRATOR

DATE: AUGUST 17, 2020

RE: Resolution #R2020-09-34 ~ Authorize the Hillsborough Transit Authority (HART) Board of Directors Chair to Execute the Employment Agreement with HART Interim Chief Executive Officer

Finance and Audit Committee Virtual Meeting of August 17, 2020

Committee Members Present: Director Adam Harden, Director Marvin Knight, Director David Mechanik, Commissioner Kimberly Overman, Councilmember Gil Schisler, and Director Melanie Williams

Committee Member Absent: Director Richard McClain

Other Board Member Present: Commissioner Pat Kemp

Committee Recommendation:

Finance and Audit Committee met on August 17, 2020, and approved the following motion:

Committee member Williams moved and Committee member Knight seconded a motion to take the contract as is requested as well as the conditions of previous contracts to show the variances to the full Board. Ms. Arthur performed a roll call vote. Committee members Harden, Knight, Mechanik, Overman, Schisler, and Williams voted aye. The motion passed unanimously.

Attachments:

I. Committee Agenda Report

II. Resolution #R2020-09-34

III. Draft Interim CEO Employment Agreement

IV. August 12, 2020 Memorandum re. Proposed Employment Contract for Carolyn House Stewart

V. Summary of Past Interim Chief Executive Officer Actions by the Board

45

ATTACHMENT IHillsborough Transit Authority

Finance and Audit Committee Virtual Meeting August 17, 2020

COMMITTEE ACTION ITEM

Authorize the Hillsborough Transit Authority (HART) Board of Directors Chair to Execute the Employment Agreement with HART Interim Chief Executive Officer

OVERVIEW

During the July 20, 2020, regular HART Board meeting, HART General Counsel was requested to draft and present for the Finance and Audit Committee’s review a draft employment agreement with HART Interim Chief Executive Officer.

RECOMMENDATION

That the Finance and Audit Committee review the action item authorizing the HART Board of Directors Chair to execute the employment agreement with HART Interim Chief Executive Officer; and advance this item to the full HART Board of Directors at the September 14, 2020 regular Board meeting.

FINANCIAL IMPACT

For FY2020, the fully loaded compensation package of $314,500.00 is budgeted for the Chief Executive Officer ($210,000.00 base salary; $73,000.00 fringe benefits and $31,500 deferred compensation). For the FY2021 proposed budget, the fully loaded compensation package of $347,995.00 ($257,774.00 base salary; and $86,721.00 fringe benefits) is budgeted for the Chief Executive Officer.

BACKGROUND

At the July 20, 2020 regular meeting, the Board voted unanimously to negotiate an employment contract with Ms. Carolyn House Stewart as HART Interim Chief Executive Officer.

Finance and Audit Committee members will be offered to discuss the following key contract terms:

Salary

Term

Severance for termination without cause

Benefits

NEXT STEPS

Present recommendations by the Finance and Audit Committee to the full HART Board of Directors at the September 14, 2020 regular Board meeting.

Prepared by: David L. Smith, HART Board General Counsel

46

ATTACHMENT II

RESOLUTION NO#R2020-09-34

A RESOLUTION AUTHORIZING THE HILLSBOROUGH TRANSIT AUTHORITY (HART) BOARD OF DIRECTORS CHAIR TO EXECUTE THE EMPLOYMENT AGREEMENT WITH HART INTERIM CHIEF EXECUTIVE OFFICER

WHEREAS, the Board of Directors of HART is authorized pursuant to Florida Statutes Section 163.565, et. seq., and its Charter to enter into contracts on behalf of HART and to appoint and fix compensation of the Chief Executive Officer; and

WHEREAS, the HART Board of Directors desires to employ Carolyn House Stewart as Interim Chief Executive Officer; and

WHEREAS, HART and the Interim Chief Executive Officer are in agreement with the terms of the Employment Agreement; and

WHEREAS, it is the desire of the HART Board of Directors to authorize its Chair to execute the Employment Agreement as presented and voted upon by this Board, or its substantial equivalent;

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE HILLSBOROUGH TRANSIT AUTHORITY THAT:

Section 1. The HART Board of Directors Chair is authorized to execute the attached Employment Agreement with HART Interim Chief Executive Officer Carolyn House Stewart.

Section 2. This resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED BY THE BOARD OF DIRECTORS OF THE HILLSBOROUGH TRANSIT AUTHORITY ON SEPTEMBER 14, 2020.

Commissioner Mariela Smith, Chairperson ATTEST: HART Board of Directors

Councilmember Gil Schisler, SecretaryHART Board of Directors

__________________________________David L. Smith, Esquire

HART Board General Counsel

47

1

HILLSBOROUGH TRANSIT AUTHORITY EMPLOYMENT AGREEMENT WITH

INTERIM CHIEF EXECUTIVE OFFICER

THIS Employment Agreement (“Agreement”) is made and entered into on this 14th day of September, 2020, by and between the HILLSBOROUGH TRANSIT AUTHORITY, hereinafter referred to as “HART” and CAROLYN HOUSE STEWART, hereinafter referred to as the “Employee”.

WHEREAS, the Board of Directors of HART (“Board of Directors”) is authorized pursuant to Florida Statute §163.565, et seq., and its Charter to enter into contracts on behalf of HART and to appoint and fix the compensation of the Executive Administrator; and

WHEREAS, the prior existing Chief Executive Officer was suspended with pay pursuant to a whistleblower investigation on the 4th day of November, 2019 and Employee was asked to serve in the capacity as acting Chief Executive Officer (“Acting Chief Executive Officer”) and continue her duties as Director of Risk and Legal Services by the Board of Directors on that date (“Effective Date”); and

WHEREAS, the prior existing Chief Executive Officer was terminated on the 2nd day of Feb 2020; and after appeal to the Board allowed to resign effective April 6, 2020.

WHEREAS, HART shifted Employee from Acting Chief Executive Officer and proceeded to employ Employee on an interim basis as Executive Administrator, under the title Interim Chief Executive Officer, effective the 2nd day of February, 2020 (“ICEO Start Date”) and continue duties as Director of Risk and Legal Services and Employee desires such employment; and

NOW THEREFORE, in consideration of the terms and conditions of this Agreement, the parties hereby agree as follows:

Section 1: Duties and Responsibilities

(a) HART agrees to convert Employee status from Acting Chief Executive Officerto Interim Chief Executive Officer effective as of the ICEO Start Date and the Employee hereby accepts such employment upon the terms and conditions set forth in this Agreement.

(b) Employee shall, and agrees to continue to perform in good faith, the duties andresponsibilities of Chief Executive Officer as provided herein.

(c) Employee shall maintain her office at the headquarters of HART.

(d) Employee has been and shall supervise and manage the affairs of HART underthe direction of the Board of Directors, and shall perform such other duties and responsibilities as may be assigned from time-to-time by the Board of Directors.

ATTACHMENT III

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(e) The Employee has been and shall report to and be accountable to the HARTBoard of Directors, by and through its Chairman (“Chairman”), as provided in the HART Board Policies, for the satisfactory performance of her duties.

Section 2: Conditions of Employment

(a) Employee has initially served in the capacity as Acting Chief Operating Officerand continued her activities as Director of Legal Services and Risk, but as of effective date of this Agreement shall devote her entire productive time, attention, skill and energies to the business of HART as Interim Chief Executive Officer, subject to the policies, supervision and direction of the Board of Directors.

(b) Employee shall not, during the term of this Agreement be engaged in any otherbusiness unless such other activity has been authorized in writing by the HART Board of Directors. Activities involving State or National trade organizations are considered the business of HART. The provisions of this paragraph are not intended to restrain Employee from normal civic activities, professional and academic studies, publication activities, or time in such activities. The Employee may do minimal part-time work, such as lecturing or expert testimony if authorized by the Chairman.

(c) Upon the request of HART, Employee shall furnish to HART an application forfidelity bond acceptable to a surety named by HART. The cost of the bond, if any, shall be borne by HART.

Section 3: Term of Employment

Subject to the provisions for termination set forth in Section 5 of this Agreement, the term of Employee’s employment under this Agreement shall continue until December 31, 2020. The term of employment may be extended at any time during its term by mutual written agreement of HART, as authorized by the Board of Directors, and Employee.

Section 4: Compensation

(a) As compensation to Employee for the services rendered to HART, Employee shallbe paid a base salary at an annual rate of Two Hundred Ten Thousand Dollars ($210,000.00) starting retroactive to February 2, 2020 as follows:

• i. From February 2, 2020 through the date of the execution of this Agreement,Employee shall receive the difference between $210,000.00 and her current base salaryof One Hundred Ninety-Five Thousand Dollars ($195,000.00) which equates to adifference of Fifteen Thousand Dollars ($15,000.00) prorated through the date of theexecution of this Agreement; and

• ii. From the date of the execution of this Agreement through the date this Agreementis terminated, Employee shall continue to be paid a base salary at an annual rate of TwoHundred Ten Thousand Dollars ($210,000.00).

(b) Employee shall accrue annual leave at the rate accrued by senior employees

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pursuant to HART’s employment policies.

(c) Employee shall not receive deferred compensation during her interimemployment under this Agreement.

(d) HART agrees to purchase, or be self-insured, for Officer’s Liability Insurancecovering the Employee in an amount, set by the Board of Directors at its discretion, and equal to that provided for the members of the Board of Directors.

(e) Employee shall additionally be entitled to the conditions of employment which are,from time to time, available generally to other non-bargaining unit employees of HART, excluding cost-of-living changes to her base salary, but including without limitation, merit evaluations and possible resulting increases, and health, dental or other group insurance, disability benefits, holidays, sick leave, and participation in HART’s other deferred compensation plans, pension and retirement program, in addition to those items of additional compensation specifically set forth herein. Sick leave, which is accumulated by the Employee, shall be treated consistently with the policy for said leave applicable to non-bargaining unit employees at the chief’s executive level. Employee shall be entitled to three weeks’ vacation (120 hours) and one week (40 hours) administrative leave). Upon termination of this agreement the employee shall be entitled to all the aforementioned vacation and administrative leave time, if any of such leave is unused at that time. Employee shall be allowed to use administrative leave for up to one year after termination of this agreement.

(f) Consistent with paragraph (d) above, HART shall pay any applicable premiumsto the same degree as other non-bargaining employees provided. In addition, HART shall reimburse Employee for an annual Executive Physical performed in Hillsborough County, to the extent that said expense is not covered by insurance.

(g) HART shall reimburse Employee for reasonable and necessary expenses of theEmployee incurred in the performance of her duties and responsibilities as set out in this Agreement upon presentation, in accordance with HART’s procedures for determining authenticity and reasonableness of expenses and based upon detailed statements of such expenses, as required pursuant to applicable HART policies.

(h) HART shall pay dues, memberships, and associated expenses related to theperformance of her duties. This includes Florida Bar Dues, Hillsborough County Bar Association and Edgecomb Bar Association Dues. The payment of such expenses is a general benefit to HART, serves the best interests of HART and shall not be considered as compensation to Employee. Employee shall be entitled to accumulate frequent flyer miles and hotel affinity program rewards.

(i) The Employee’s designation of beneficiary for any and all benefits, whichsurvive her death, is attached to this Agreement and by reference made part hereof as Exhibit A. The Employee may, at her discretion, change the designated beneficiary by notifying HARTin writing of the change without affecting any other provision of this Agreement.

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Section 5: Termination/Suspension

(a) This Agreement may be terminated:

(i) by mutual agreement of Employee and HART, and upon such terms andconditions as are agreed to in writing by Employee and HART;

(ii) by the adoption of a resolution approved by the affirmative vote of theBoard of Directors for the removal of Employee as Interim ChiefExecutive Officer;

(iii) by resignation of Employee, provided Employee shall have provided(60 ) days written notice, unless the parties otherwise agree in writing;

(iv) by HART if Employee is unable to perform her duties andresponsibilities because of sickness, accident, injury, mental incapacity,or health for a period of three (3) successive months;

(v) by the death of the Employee; and

(vi) upon the hiring of a permanent Chief Executive Officer, if not Employee.

(b) HART may suspend the Employee with full pay and benefits by the adoption of aresolution setting forth the reasons for the suspension approved by the affirmative vote of the Board of Directors.

(c) Notwithstanding the foregoing, nothing in this Agreement shall limit the rights andremedies the parties may otherwise have in the event of a breach of this Agreement by the other party not cured within thirty (30) days from the notice of such breach.

Section 6: Compensation after Termination

(a) If this Agreement is terminated under Section 5(a)(ii) by the adoption of a resolution andthe grounds for Employee’s termination are “for cause” or Section 5(a)(vi), HART shall have no further obligation under this Agreement other than as specifically provided herein, and said termination shall be effective as set forth in said resolution. “For cause” is defined as the following:

(i) Misconduct by the Employee as defined in Section 443.036, Florida Statutes;

(ii) Employee’s willful, deliberate and intentional breach of duties, obligations orpolicies of HART;

(iii) Employee’ s willful, deliberate and intentional violation of Part III, Chapter 112,Florida Statutes, Code of Ethics for Public Officers and Employees;

(iv) Employee’s continued neglect of duties or obligations required of the InterimChief Executive Officer after written notice of same;

(v) Employee’ s continued violation of HART’s written rules and policies (including

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any codes of conduct, employee handbooks, etc.) after written notices of same;

(vi) Employee’ s commission of any criminal act amounting to a felony or any act ofmoral turpitude while employed as Interim Chief Executive Officer of HART;

(vii) Employee’s conviction of an illegal act in her public or private capacity involvingtheft, fraud, misappropriation or embezzlement of funds;

(viii) Employee’s engagement in acts, which would constitute grounds forimmediate dismissal of any employee by HART under HART policies, nowexisting or as may be subsequently enacted.

(b) If the grounds for Employee’s termination under Section 5(a)(ii) are other than thoseset forth in the preceding Section 6(a), HART shall either, at Employee’s option, (i) retain Employee in her previous job position with HART as Director of Risk and Legal Services; or (ii) pay Employee severance pay equal to twenty weeks of compensation as provided in Florida Statutes Section 215.425(4)(a) as consideration for the release of any and all claims related to Employee’s employment with HART which will be outlined in a separate written document to be executed by Employee should she choose this option. As per that statute, to the extent not encompassed within the provisions of Section 6(a) above, such severance payment shall not exceed an amount greater than twenty weeks of compensation and shall not be made if Employee has been fired for misconduct, as defined in Section 443.036(29) of Florida Statutes. In all events, the term “severance pay” is as defined under Florida Statutes Section 215.425(4)(d).

(c) If this Agreement is terminated under Section 5(a)(iii) or 5(a)(vi), HART shall haveno obligations under this Agreement other than providing such benefits to Employee as other employees of HART would be entitled to upon resignation.

(d) If this Agreement is terminated under Section 5(a) (iv) by Employee’s disability orunder Section 5(a) (v) by death of Employee, HART shall provide the same benefits as HART provides to its other senior management personnel for such a termination.

Section 7: Performance of Standards and Evaluation

(a) Performance Standards and Evaluation for Merit Increase. The Board ofDirectors shall annually review the Employee based upon the performance standards currently applicable to the performance of the Chief Executive Officer of HART. These standards may be updated and/or elaborated by the Board of Directors. The Board of Directors may elect to grant a merit increase at the level budgeted for non-bargaining unit employees based on a determination that applicable performance standards have been achieved or exceeded.

(b) Time of Evaluations. Each of the above evaluations will, to the extent feasible, takeplace within six (6) to twelve (12) weeks after the end of each fiscal year unless the date for same is otherwise extended by the Board of Directors and Employee, and shall take effect on the first day of the new fiscal year, unless the Board of Directors specifically denotes differently.

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Section 8: Hold Harmless

To the extent permitted under the Florida Law, HART shall hold harmless Employee from any claim or legal action arising out of Employee’s actions as Interim Chief Executive Officer of HART. Legal fees to defend the Employee will be paid by HART at the point expenses are incurred. If Employee is determined by a court to be guilty of breaking the law, Employee shall repay HART for all fees and costs expended in defending Employee.

Section 9: Other Terms and Conditions

(a) Any notice to HART under this Agreement shall be furnished in writing byEmployee to the Chairman at the business address on file. Any notice to Employee under this Agreement shall be furnished in writing by HART to Employee at _________________________, or such address as she shall specifically provide to the Chairman and General Counsel. All such notices must be sent by first-class mail or delivered in person by messenger or by some means, which evidences receipt of the information, by the recipient for such purposes.

(b) This Agreement contains the entire agreement of the parties and supersedes anyprior agreements or understandings whether oral or written.

(c) This Agreement can only be changed, terminated or modified by written agreementexecuted by both parties.

(d) This Agreement is personal to Employee and cannot be assigned to any other person.

(e) This Agreement shall be binding upon and inure to the benefit of the Employee’sexecutors and heirs.

(f) This Agreement shall be interpreted, construed and applied according to the Lawsof Florida. Venue for any action shall be in Hillsborough County.

(g) The invalidity or unenforceability of a particular provision of this Agreement shallnot affect the other provisions hereof and the Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

(h) The waiver by either party of a breach of any provision of this Agreement by theother shall not operate or be construed as a waiver of any subsequent breach by that party.

(i) In the event, during the term of this Agreement, HART or any part thereof, shouldbe liquidated or dissolved, or should discontinue its normal operations for any reason, or assigned in any way, resulting in the termination of Employee then the total compensation due under Section Four of this Agreement remaining unpaid shall be considered a debt of HART and shall not be discharged by reason of any of the stated events.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date aforesaid.

By: ____________________________ By: ______________________________ Mariella Smith, Chairman Carolyn House Stewart HART Board of Directors Employee

Date: _____________ Date: _____________

__________________________________ ___________________________________ Witness: Witness:

_________________________________ ___________________________________ Witness: Witness:

Approved as to form

HART General Counsel

Date:

Exhibits: A. Designated Beneficiary(ies)

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By:___________________________________

Date: _____________

________________________________ ___________________________________ Witness: Witness:

Exhibit A DESIGNATED BENEFICIARY

This attachment is an integral part, and by reference made part of the Employment Agreement between HART and Carolyn House Stewart effective _____________, 2020.

I, Carolyn House Stewart, hereby designate _________________________________ as a beneficiary of any funds due me under the provisions of this contract should termination be by death.

In the event of the death of _________________________________, I designate the administrator of my Will to receive the funds and distribute same for benefit of _______________________________________________.

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MICHAEL M. BELL SHERRY G. SUTPHEN MICHAEL J. ROPER DAVID B. BLESSING MICHAEL H. BOWLING FRANK M. MARI JOSEPH D. TESSITORE JOHN M. JANOUSEK DALE A. SCOTT JENNIFER C. BARRON CHRISTOPHER R. FAY NICHOLAS J. MARI CINDY A. TOWNSEND DEREK J. ANGELL ANNA E. ENGELMAN THOMAS A. MOORE

APRIL H. REMBIS

MEMORANDUM

TO: Finance and Audit Committee

FROM: CINDY A. TOWNSEND, ESQ.

DATE: August 12, 2020

SUBJECT: Proposed Employment Contract for Carolyn House Stewart

I was asked to finalize the negotiated terms of the Employment Contract with Carolyn House Stewart for the Committee’s review, input and consideration.

The key issues that will need to be reviewed by the Committee are as follows:

Salary: Ms. Stewart’s current base salary is One Hundred Ninety-Five Thousand Dollars ($195,000.00). She has been receiving said base since November 4, 2019. She has requested an increase of Fifteen Thousand Dollars ($15,000.00) to bring her base salary to Two Hundred Ten Thousand Dollars ($210,000.00). The Committee can either leave her base salary at One Hundred Ninety-Five Thousand Dollars ($195,000.00) or increase it to Two Hundred Ten Thousand Dollars ($210,000.00) which is the amount that Ben Limmer received as his base salary. The salary increase ($15,000.00 pay differential) would be retroactive to February 2, 2020.

Option to Return to Prior Position: Ms. Stewart has requested to have the option to return to her position as the Director of Risk and Legal Services once a new CEO is hired. If Ms. Stewart elects to return to her prior position then she would be compensated at her prior base salary of One Hundred Twenty Thousand Dollars ($120,000.00). The alternative option is to receive a severance as described below.

Severance: Ms. Stewart has requested 20 weeks of severance pay in the event she chooses not to return to her position as the Director of Risk and Legal Services. The amount of severance would be at the rate of pay determined for Ms. Stewart as the ICEO and not her rate of pay as the Director of Risk and Legal Services. The Committee can choose to either provide the 20 weeks of severance as requested by Ms. Stewart or prorate the amount of severance based upon the number of months Ms. Stewart has been in the ICEO position. In any event, the amount of severance cannot exceed 20 weeks.

ATTACHMENT III

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Hillsborough Transit Authority Finance and Audit Committee Virtual Meeting

August 17, 2020 ______________________________________________________________________________

COMMITTEE ACTION ITEM Summary of Past Interim Chief Executive Officer Actions by the Board

The following attachments outline past actions by the Board in reference to Interim Chief Executive Officer contracts:

I. Phillip Halea. October 6, 2011 Ad Hoc Committee on Status of Interim CEO Meeting Packetb. Hillsborough Transit Authority Employment Agreement with the Chief Executive Officer

for Phillip Hale Dated November 21, 2011II. Katharine Eagan

c. March 3, 2014 Regular Board of Directors Meeting Minutesd. April 7, 2014 Regular Board of Directors Meeting Minutese. May 5, 2014 Regular Board of Directors Meeting Minutesf. May 19, 2014 Finance, Governance, and Administration Committee Meeting Minutesg. Resolution #R2014-06-32 ~ Authorizing the Hillsborough Transit Authority (HART)

Board of Directors Chair to Execute the Employment Agreement with HART Interim ChiefExecutive Officer

h. Hillsborough Transit Authority Employment Agreement with the Interim Chief ExecutiveOfficer for Katharine Eagan Dated June 2, 2014

i. Hillsborough Transit Authority Employment Agreement with the Chief Executive Officerfor Katharine Eagan Dated March 11, 2016

III. Jeffrey Sewardj. November 28, 2017 Executive Committee Meeting Packetk. November 28, 2017 Executive Committee Meeting Minutesl. December 4, 2017 Board of Directors Meeting - General Counsel’s Report – Executive

Committee Recommendations Summarym. December 4, 2017 Regular Board of Directors Meeting Minutesn. Hillsborough Transit Authority Employment Agreement with the Interim Chief Executive

Officer for Jeffrey Seward Dated December 5, 2017o. First Amendment to Hillsborough Transit Authority Employment Agreement with the

Interim Chief Executive Officer for Jeffrey Seward Dated January 12, 2018p. Second Amendment to Hillsborough Transit Authority Employment Agreement with the

Interim Chief Executive Officer for Jeffrey Seward Dated September 25, 2018IV. Benjamin T. Limmer

q. Hillsborough Transit Authority Employment Agreement with the Chief Executive Officerfor Benjamin T. Limmer Dated March 04, 2019

Prepared by: Lena Petit, Chief of Policy and Performance Danielle Arthur, Board Administrator

Approved by: Carolyn Stewart, Interim Chief Executive Officer

ATTACHMENT V

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ATTACHMENT AATTACHMENT III 58

ATTACHMENT III 59

ATTACHMENT III 60

ATTACHMENT III 61

IDLLSBOROUGH TRANSIT AUTHORITYE~LOYMENTAGREEMENT~THTHE CIDEF EXECUTIVE OFFICER

THIS is an Employment Agreement made and entered into on this day of_____ , 2011, by and between the HILLSBOROUGH TRANSIT AUTHORITY,hereinafter referred to as "HART" and PHILIP R. HALE, hereinafter referred to as the"EMPLOYEE" .

WHEREAS, the Board of Directors of HART is authorized pursuant to Florida Statute§163.565, et seq., and its Charter to enter into contracts on behalf of HART and to appoint andfix the compensation of the Executive Administrator; and

WHEREAS, the Employee was appointed Interim Chief Executive Officer on or aboutApril 18, 2011; and

WHEREAS, HART desires to continue to retain Employee as Executive Administrator,under the title Chief Executive Officer, and Employee desires such retention; and

NOW THEREFORE, in consideration of the terms and conditions of this Agreement, theparties hereby agree as follows:

Section 1: Duties and Responsibilities

(a) HART agrees to continue employment of the Employee as Chief ExecutiveOfficer and the Employee hereby accepts such continued employment upon the terms andconditions set forth in this Agreement.

(b) Employee shall, and agrees to perform in good faith, the duties andresponsibilities of Chief Executive Officer as described in performance evaluation standards tobe developed and agreed to by HART and Employee.

(c) Employee shall maintain his office at the headquarters of HART.

(d) Employee shall supervise and manage the affairs of HART under the direction ofthe Board of Directors, and shall perform such other duties and responsibilities as may beassigned from time-to-time by the Board of Directors.

(e) The Employee shall report to and be accountable to the HART Board ofDirectors, by and through its Chair, for the satisfactory performance of his duties.

Section 2: Conditions of Employment

(a) Employee shall devote his entire productive time, attention, skill and energies tothe business of HART, subject to the policies, supervision and direction of the Board.

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(b) Employee shall not, during the term of this Agreement be engaged in any otherbusiness unless such other activity has been authorized in writing by the HART Board ofDirectors. Activities involving State or National trade organizations are considered the businessof HART. The provisions of this paragraph are not intended to restrain Employee from normalcivic activities, professional and academic studies, publication activities, or time in suchactivities. The Employee may do minimal part-time work, such as lecturing or expert testimonyif authorized by the Chair of the Board.

(c) Upon the request of HART, Employee shall furnish to HART an application forfidelity bond acceptable to a surety named by HART. The cost of the bond, if any, shall bebome by HART.

Section 3: Term of Employment

Subject to the provisions for termination set forth in Section 5 of this Agreement, the term ofEmployee's employment under this Agreement shall continue until November 30, 2013. Theterm of employment may be extended at any time during its term by mutual written agreement ofHART and Employee. However, such extension is available only in the event of an unexpectedeconomic hardship or other unforeseen constraint or event that limits the ability of HART torecruit and hire a successor chief executive officer.

Section 4: Compensation

As compensation to Employee for the services rendered to HART, Employee will be paid a basesalary at an annual rate of$150,000.00.

(a) Employee shall accrue annual leave at the rate accrued by senior employees pursuantto HART's employment policies.

(b) HART agrees to purchase, or be self insured, for Officer's Liability Insurancecovering the Employee in an amount, set by the Board of Directors at its discretion, and equal tothat provided for the members of the Board of Directors.

(c) HART shall fund a total deferred compensation at 24% of the Employee's basesalary, but not more than the maximum level allowed by the Federal Government as non-taxable.Payments are incremental bi-weekly and are invested in a plan designated by the Employee.

(d) Employee shall additionally be entitled to the conditions of employment whichare, from time to time, available generally to other non-bargaining unit employees of HART,excluding cost-of-living changes to his base salary, but including without limitation, meritevaluations and possible resulting increases, and dental or other group insurance, disabilitybenefits, holidays, sick leave, and participation in HART's other deferred compensation plans,pension and retirement program, in addition to those items of additional compensationspecifically set forth herein. Sick leave, which is accumulated by the Employee, shall be treatedconsistently with the policy for said leave applicable to non-bargaining unit employees.

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(e) Consistent with paragraph (d) above, HART shall pay any applicable premiums tothe same degree as other non-bargaining employees provided. In addition, HART shallreimburse Employee for an annual Executive Physical performed in Hillsborough County, to theextent that said expense is not covered by insurance.

(f) HART shall reimburse Employee for reasonable and necessary expenses of theEmployee incurred in the performance of his duties and responsibilities as set out in thisAgreement upon presentation, in accordance with HART's procedures for determiningauthenticity and reasonableness of expenses and based upon detailed statements of suchexpenses.

(g) HART shall pay dues, memberships, and associated expenses related to theperformance of his duties. The payment of such expenses is a general benefit to HART, servesthe best interests of HART and shall not be considered as compensation to Employee. Employeeshall be entitled to accumulate frequent flyer miles and hotel affinity program rewards.

(h) The Employee's designation of beneficiary for any and all benefits, which survivehis death, is attached to this Agreement and by reference made part hereof as Exhibit A. TheEmployee may, at his discretion, change the designated beneficiary by notifying HART inwriting of the change without affecting any other provision of this Agreement.

Section 5: Termination/Suspension

(a) This Agreement may be terminated:

(i) by mutual agreement of Employee and HART, and upon such terms andconditions as are agreed to in writing by Employee and HART;

(ii) by the adoption of a resolution approved by the affirmative vote of theBoard of Directors for the removal of Employee as Chief ExecutiveOfficer;

(iii) by resignation of Employee, provided Employee shall have providedninety (90) days written notice, unless the parties otherwise agree inwriting;

(iv) by HART if Employee is unable to perform his duties and responsibilitiesbecause of sickness, accident, injury, mental incapacity, or health for aperiod of three (3) successive months; and

(v) by the death ofthe Employee.

(b) HART may suspend the Employee with full pay and benefits by the adoption of aresolution setting forth the reasons for the suspension approved by the affirmative vote the Boardof Directors for the suspension of Employee as Chief Executive Officer.

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i .

(c) Notwithstanding the foregoing, nothing in this Agreement shall limit the rightsand remedies the parties may otherwise have in the event of a breach of this agreement by theother party not cured within thirty (30) days from the notice of such breach.

Section 6: Compensation after Termination

(a) If this Agreement is terminated under Section 5(a)(ii) by the adoption of aresolution and the grounds for Employee's termination are "for cause", HART shall have nofurther obligation under this Agreement, and said termination shall be effective as set forth insaid resolution. "For cause" is defined as the following:

(i) Misconduct by the Employee as defined III Section 443.036, FloridaStatutes;

(ii) Employee's willful, deliberate and intentional breach of duties, obligationsor policies of HART;

(iii) Employee's willful, deliberate and intentional violation of Part III,Chapter 112, Florida Statutes, Code of Ethics for Public Officers andEmployees;

(iv) Employee's continued neglect of duties or obligations required of theChief Executive Officer after written notice of same;

(v) Employee's continued violation of HART's written rules and policies(including any codes of conduct, employee handbooks, etc.) after writtennotices of same;

(vi) Employee's commission of any criminal act amounting to a felony or anyact of moral turpitude while employed as Chief Executive Officer ofHART;

(vii) Employee's conviction of an illegal act in his public or private capacityinvolving theft, fraud, misappropriation or embezzlement of funds;

(viii) Employee's engagement in acts, which would constitute grounds forimmediate dismissal of any employee by HART under HART policies,now existing or as may be subsequently enacted.

(b) If the grounds for Employee's termination under Section 5(a)(ii) are other thanthose set forth in the preceding Section 6(a), HART shall retain the Employee as an advisor for aperiod equal to twenty (20) weeks of this Agreement's effective date, with full benefits includingthe normal accrual of leave of any kind. The parties may also, by agreement of both parties, paythe entire salary for said period in a lump sum. However, if Employee is retained as an advisor,the compensation paid by HART to Employee shall be reduced by the amount received byEmployee from another party for services rendered during the time in which termination pay isrequired. Employee hereby agrees to provide a copy of his tax return(s) and all documents

4

ATTACHMENT III

65

evidencing the receipt of any income for any such period as a consultant. In the event of a lumpsum payment, HART shall have no right to a reduction in the amount received by Employee andEmployee shall have no duty to provide any tax return(s) or income documentation for thispurpose.

(c) If this Agreement is terminated under Section 5(a)(iii), HART shall have noobligations under this Agreement other than providing such benefits to Employee as otheremployees of HART would be entitled to upon resignation.

(d) If this Agreement is terminated under Section 5(a) (iv) by Employee's disabilityor under Section 5(a) (v) by death of Employee, HART shall provide the same benefits as HARTprovides to its other senior management personnel for such a termination.

Section 7: Performance of Standards and Evaluation

(a) Performance Standards and Evaluation for Merit Increase. The Board ofDirectors shall annually review the Employee based upon the performance standards developedand agreed to by the Board and the Employee. These standards will be updated on an annualbasis. The Board of Directors may elect to grant a merit increase at the level budgeted for non-bargaining unit employees based on a determination that all performance standards have beenachieved or exceeded.

(b) Time of Evaluations. Each of the above evaluations will, to the extentfeasible, take place within six (6) to twelve (12) weeks after the end of each fiscal year and shalltake effect on the first day of the new fiscal year, unless the board specifically denotesdifferently.

Section 8: Hold Harmless

To the extent permitted under the Florida Law, HART shall hold harmless Employeefrom any claim or legal action arising out of Employee's actions as Chief Executive Officer ofHART. Legal fees to defend the Employee will be paid by HART at the point expenses areincurred. If Employee is determined by a court to be guilty of breaking the law, Employee shallrepay HART for all fees and costs expended in defending Employee.

Section 9: Other Terms and Conditions

(a) Any notice to HART under this Agreement shall be furnished in writing byEmployee to the HART Chair of the Board at the business address on file. Any notice toEmpl yee un er thi~ Agre ent shall. be furnished in writing by HART to

ld S- 17) L, or such address as he shall specificallyprovide to the Boar Chair and General ounsel. All such notices must be sent by first-classmail or delivered in person by messenger or by some means, which evidences receipt of theinformation, by the recipient for such purposes.

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ATTACHMENT III

66

(c) This Agreement can only be changed, terminated or modified by writtenagreement executed by both parties.

(b) This Agreement contains the entire agreement of the parties and supersedes anyprior agreements or understandings whether oral or written.

(d) This Agreement is personal to Employee and cannot be assigned to any otherperson.

(e) This Agreement shall be binding upon and inure to the benefit of the Employee'sexecutors and heirs.

(f) This Agreement shall be interpreted, construed and applied according to the Lawsof Florida. Venue for any action shall be in Hillsborough County.

(g) The invalidity or unenforceability of a particular provision of this Agreementshall not affect the other provisions hereof and the Agreement shall be construed in all respectsas if such invalid or unenforceable provision were omitted.

(h) The waiver by either party of a breach of any provision of this Agreement by theother shall not operate or be construed as a waiver of any subsequent breach by that party.

(i) In the event, during the term of this Agreement, HART or any part thereof, shouldbe liquidated or dissolved, or should discontinue its normal operations for any reason, orassigned in any way, resulting in the termination of Employee then the total compensation dueunder Section Four of this Agreement remaining unpaid shall be considered a debt of HART andshall not be discharged by reason of any of the stated events.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on thedate aforesaid.

By: ~~~. "----'CoL......!-. c"-'--=J6lZfA=::....Jo<..· -'---

Alison A. Hewitt, ChairHART Board of Directors

By:Philip R. HaleEmployee

11/8 f / !!I r I

Date:

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ATTACHMENT III

67

Witness:

Approved as to form

HART General Counsel

Date: __ I1+/_1_,-/-I_,_/_r I

Exhibits: A. Beneficiary (ies)

Witness:

7

ATTACHMENT III

68

ExhihitA

DESIGNATED BENEFICIARY

This attachment is an integral part, and by referenc ma e part of the EmploymentAgreement between HART and Philip R. Hale effective /, ~I , 2011.

I, Philip R. Hale, hereby designate as abeneficiary of any funds due me under the provisions of this contract sho d termination be bydeath.

In the event of the death of , I designate theadministrator of my Will to receive the funds and distribute same for benefit of

BY:_Y2-1-----'---'7&i~· ~ -Date: 1/hJ;// / f-t

Witness: Witness:

#2814304v4

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ATTACHMENT III

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HILLSBOROUGH TRANSIT ATHORITY Regular Board of Directors Meeting Minutes

Monday, March 3, 2014 1201 East Seventh Avenue

Board Room Tampa, FL 33605

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Board Members Present (13) Staff Members Present Commissioner Kevin Beckner Michael Bartholomew Wallace Bowers Sylvia Berrien Josh Burgin Joan Brown Karen Jaroch Ruthie Reyes Burckard Bryan Crino Al Burns Fran Davin Dara Chenevert Anne Madden Katharine Eagan C. John Melendez Tammy Fries Commissioner Sandra Murman Philip Hale Dr. Steven Polzin Rickey Kendall Commissioner Mark Sharpe Sandra Morrison Councilmember Mike Suarez Lena Petit Councilmember Eddie Vance Gisela Rivera-Rios Dan Rodriguez Board Members Absent (0) Michael Rosen Steve Rosenstock Keith Sanders Marco Sandusky Jeff Seward Michael Stephens Ken Wagner Others Present Mitch Perry, Creative Loafing David Smith, Gray Robinson Ted Jackovics, the Tampa Tribune Ricardo Feliciano, FDOT Tracy Hood, Jacobs Sandra Siedel Brandon Norris, 56228 Holly Kase Elba Lopez, FDOT Sarah McKinley, MPO Dowaga Clarke, 8809 Fish Lake Rd, Tampa, 33619 Vasti Amaro, 2626 Millhopper Ave, Wesley Chapel CALL TO ORDER The meeting was called to order at 9:01 a.m. by HART Board Chair Mike Suarez.

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PLEDGE OF ALLEGIANCE Pledge of Allegiance followed. Sign-in sheets are attached APPROVAL OF MINUTES Director Sharpe moved and Director Murman seconded approval of the February 3, 2014, Regular Board of Directors Meeting Minutes. All Board members present voted aye. The motion carried unanimously. PUBLIC INPUT ON AGENDA ITEMS (3 MINUTES PER SPEAKER) Ms. Dowaga Clarke, 8809 Tish Lake Rd, Tampa, 33619 spoke about her trip on February 20 on a HARTPlus van, when an operator did not secure her walker. She said she was instructed to put the walker in front of her seat, but there was not sufficient space for it. Ms. Clarke pointed out that the situation was not safe. Chair Suarez asked if Ms. Clarke reported this incident to staff. He requested that staff work with the patron to resolve the issue and report back to the Board. Chair Suarez indicated that such issues should be resolved between staff and customers prior to patrons coming to the Board. Director Crino arrived at 9:06 a.m. PRESENTATION Business Enterprise & Safety Division Briefing Mr. Michael Stephens, Chief Business Enterprise and Safety Officer, provided a presentation on the recently formed Business Enterprise & Safety Division that consists of the Human Resources and Organizational Development, Risk and Environmental Safety, Legal and Information Technology Services Departments. This presentation introduced the functions these departments provide to the Agency on an enterprise-basis, together with an overview of cost-savings to the Agency flowing from the service delivery of the division. A full copy of the presentation is available upon request from the Clerk of the Board at petitl@gohart.org. Director Beckner arrived at 9:09 a.m. Director Polzin inquired about subrogated recoveries mentioned in the presentation. He asked what share of damages or claims that HART was able to collect on. Director Polzin said he realized that there are a lot of instances where staff cannot identify a person and/or there are no resources to collect from. Mr. Stephens indicated that many public agencies either do not have the resources or the expertise to go after that. He pointed out that due to the fact that HART has a vertical integration with the claims management and litigation teams, the moment a case and a responsible party are identified, staff start

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aggressively going after that money. Mr. Stephens said as a result of the aggressive subrogation program, HART has been realizing a significant increase over the money that used to be brought back to the agency. Director Polzin asked if there is metric that looks at the value of the claims and whether or not the current legal staff is performing well in terms of the claim savings as the external resources. Mr. Stephens said HART Legal staff keeps billing and tracking system as if they were private counsel. He indicated that since the roll out of the program HART saw big savings with general liability claims handled internally over outside counsel. Mr. Stephens remarked that HART has a fixed cost with the internal litigation attorneys and paralegal staff versus outsource paralegal billing $80-$85 for simply drafting an e-mail or making a phone call. He stated that HART has four licensed attorneys on staff, two full-time staff attorneys, Mr. Rosen and Ms. Berrien, and both Ms. Chenevert and he are also licensed. Director Vance complimented Mr. Stephens and staff on bringing legal services in-house and being cost–effective. Director Beckner inquired about an average hourly billing rate in-house. Mr. Stephens said it is roughly $38 an hour versus $195 for outside counsel doing the same work. Director Murman mentioned that the Port Authority does legal work in-house and uses outside counsels for specialized work. She inquired if HART staff has enough expertise to cover various legal matters. Mr. Stephens stated that there are certain times when HART needs to have the ability to scale up due to, for example, a very large catastrophic accident where it exceeds HART bandwidth in-house, and the agency needs to tap into additional resources and expertise. He spoke about the reputational success of HART staff in court, with Mr. Rosen’s 20 plus years of practicing in the area and familiarity with a lot of the judges and the process; Ms. Chenevert with 25-plus years of experience, as well as Ms. Berrien and himself. Mr. Stephens stated that, in his opinion, HART in-house staff has much expertise, but if there is an area where it exceeds the bounds of expertise of internal staff, HART readily goes to outside counsel, for example, a bankruptcy issue or eminent domain issues are outsourced. Chair Suarez thanked staff for the initiative of looking for cost effectiveness. He commended staff for looking at risk as a way to increase the bottom line, as it is done in businesses. Director Sharpe complimented staff for good job. Mr. David Smith, HART General Counsel, said he would be remiss if he did not express the fact that he gets excellent results in terms of the quality working with HART staff.

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ACTION ITEMS Chair Suarez announced that Mr. Jeff Seward, HART Chief Financial Officer, was awarded CFO of the year by Tampa Bay Business Journal. Director Polzin indicated that the action items were presented to the FGA Committee, discussed and scrutinized by the Committee members, but could not be voted on due to absence of quorum. Director Polzin moved and Jaroch seconded approval of the following action items: a. Resolution #R2014-03-08 ~ Authorizing the Chief Executive Officer to Amend the Adopted

Fiscal Year 2014 Capital Improvement Program Budget by $163,812 b. Resolution #R2014-03-09 ~ Authorization to Approve the Banking Resolution and Certificate

of Incumbency c. Resolution #R2014-03-10 ~ Authorizing the Chief Executive Officer to Award a Three-Year

Contract with Two One-Year Options to LAS Contracting Corporation, Flores & Harper Construction Company, Design Build Engineers & Contractors, and Kimmins Contracting Corporation for Bus Transit Infrastructure (BTI) Improvements in an Aggregate Not-to-Exceed Amount of $2,000,000

d. Resolution #R2014-03-11 ~ Authorizing the Chief Executive Officer to Dispose of Sixteen (16)

Revenue Vehicles in Such a Manner to be Most Advantageous to HART All Board members present voted aye. The motion carried unanimously. The Audit Committee met on February 17, 2014 and recommended approval of the following action items to the full HART Board of Directors: Director Sharpe requested that staff comment on the finding in the internal audit Cash Collections and Reconciliation Review on the GFI reconciliation and variance from what was reported and what was collected. He said he would like to know if other transit systems might have had the same results. Mr. Jeff Seward, Chief Financial Officer, said a good analogy is that HART farebox technology and software surrounding that technology is as VHS in the Netflix streaming era; it is absolutely outdated and archaic. He added that the current fareboxes cannot differentiate between a $1 and a $5 bills and take various tokens, relying on the operators to be able to key in the amount. Mr. Seward reported that this is one of the main reasons to be able to get new fare technology, not just new smart card technology, but to be able to do reconciliation and have a farebox that reads a $5, $10, $1 bills without a lot of operator intervention. He indicated that there is an industrywide 2% variance on the reporting. Mr. Seward said that this factor in addition to the inability of the machines to differentiate between the bills creates an issue where there will be variances between reporting and actual dollars collected. He pointed out that this is not only a finding in the internal audit, but also a finding in the CAFR this year. Mr. Seward reported that staff is changing the current standards and processes in checking those

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reconciliations, instead of just accepting what typically would be the industry’s reconciliation, going into every variance to see if there are extra dollars in there. Director Sharpe said this finding reinforces his concern about HART current fareboxes. He noted that there are systems available that are being used by other industries which allow for much better tracking, without mistakes and errors. Director Sharpe remarked that, in his opinion, the report was incredibly thorough and very straightforward. He noted that there are opportunities on each point for errors to be made and/or other activities which would be harmful to the agency. Director Sharpe said it is important to make sure that HART is moving as quickly as possible on looking at new technologies. Director Melendez said that as Chair of the Audit Committee, he wanted to share with everyone that presentations and the feedback from both auditors on the staff cooperation during the audit was very positive. He commended everyone who was involved in that process. Director Melendez moved and Director Jaroch seconded approval of the following action items: e. Resolution #R2014-03-12 ~ Authorization to Receive and File the Following Internal Audit

Reports: 1) Inventory Review and 2) Cash Collections and Reconciliation Review and f. Resolution #R2014-03-13 ~ Authorization to Receive and File the Fiscal Year Ending

September 30, 2013 Comprehensive Annual Financial Report (CAFR) All Board members present voted aye. The motion carried unanimously. CHAIR’S REPORT Chair Suarez introduced discussion on the transition plan. He pointed out that $85,000 is the going rate for an executive search firm to conduct a national search for a new CEO, and the time frame for an executive search is six to nine months. Chair Suarez indicated that the salary for an agency HART’s size is about $185,000 at the base, with all the benefits and compensation at $225,000. He added that the Board could do an internal search, use the resources that the American Public Transportation Association has available to try and find another CEO. Chair Suarez noted that it is a small industry, and people are always looking for their next step. He suggested that at the next HART Board regular meeting a full agenda item be scheduled to discuss this matter having the numbers available to figure out the budget impact. Director Crino inquired if there are any constraints or guidelines to fill this position. Mr. Stephens responded that there would be a procurement process for a search firm, but no other constraints. Director Beckner said he would like to see the differences between the two processes of going out for an executive search firm versus using the internal resources and the costs associated with those two processes. He noted that if both processes are the same or close to the same amount, then that is

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something to consider. Director Beckner inquired if the search firms would also help putting together the averages of the compensation packages of what is out in the industry. Mr. Stephens said they would. He said sometimes those that may be in a larger agency in a position different from CEO, looking for a mid-size property higher rank position. Mr. Stephens indicated that such information is public record; there is a lot of information exchange at transit conferences. Director Bowers inquired if the HART Board has to go formally out with an RFP or can make a decision similar to one with Mr. Hale, changing his status from Interim to permanent CEO. Mr. Stephens said the Board can do anything as they see fit. He added that under HART current procurement policy if the cost for a search firm exceeds the threshold, there should be a procurement process to follow. Director Polzin indicated that APTA has a salary survey available. He requested that at the next meeting legal staff could give briefing on sunshine implications. Director Polzin said he knows that it is not uncommon for search firms to be able to do recruiting confidentially. He remarked that occasionally an entity wants to solicit specific people and induce them, and those inquiries can remain confidential through a search firm initially. Director Polzin stated that, in his opinion, it is important to make a decision on Interim CEO sooner rather than later, and he would not like to see that go past the next meeting. He indicated that, in his opinion, the Board needs to have a discussion about how the search process plays against the Policy Leadership Group and the role and vision of HART going forward. Director Polzin pointed out that the magnitude of the program and the realm of responsibilities could impact what HART is looking for in the next CEO; and that might affect the timing of when the Board seeks to transition from Interim to permanent CEO as well. Director Davin suggested following the County’s example of the process of replacing County Administrator, moving from Interim to a permanent position. She pointed out that there are three major uncertainties that could impact the decision making process for HART. Director Davin noted that it is unclear what the final decision of the Policy Leadership group will be on a change in governance of HART. She remarked that, in her opinion, no candidate would be interested in a position that might not be the same in next six months. Director Davin indicated that there is uncertainty about the state legislative decisions in the upcoming session regarding the last report submitted by TBARTA. She also spoke about uncertainty of the referenda outcomes in the various adjoining counties. Director Davin stated that somebody who is looking at the future of HART is going to look at it in one way if the referenda pass and they are going to look at it in another way if the referenda do not pass. She said right now the Board would be very well advised to make a prudent selection on an Interim and buy the time that it is going to take to know what the future of this agency looks like with effects that are beyond this Board's control. Director Murman said in light of these uncertainties, the Board needs to make a decision about an Interim CEO. She remarked that she would prefer not contract with a search group to do executive search when there are too many variables. Director Murman pointed out that this is a critical step for the Board; the move they make will be instrumental for the future. She spoke about the trends in the industry of hiring management companies to run the agencies improving the overall customer performance criteria. Director Murman stated that these options should be considered by the Board, too.

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Chair Suarez pointed out that the HART Board will be coming up on a hard deadline due to departure of Mr. Hale; and additional discussion should be put on the agenda for next scheduled Board meeting to be able to make a decision at that time. Director Sharpe inquired how long it would take for a national search. Mr. Stephens replied that under ideal circumstances the recruitment could take six to nine months. He pointed out that the earlier mentioned uncertainties may extend the process to another three to six months, and the reason being that the talent that HART would attract in the uncertain times is not going to be the best-caliber. Mr. Stephens added that probably a good solid candidate pool could be ready at a 12-month cycle from the time the Board initiates recruitment process to getting a new CEO onboard with the agency. Director Sharpe remarked that the current CEO did not seek a large pay increase at the time when HART was struggling financially, and it was deeply appreciated by the Board. He said in order to compete, HART would have to make sure that the compensation package for the next CEO is in line with the industry standards. Director Sharpe stated that he wants to make sure HART gets the best person to run the agency. He indicated that he would like to move quickly on the Interim. Director Sharpe said that in spite of the existing challenges, there are also tremendous opportunities. He suggested to move quickly get an Interim CEO and begin the process of finding the very best person to lead this agency. Director Beckner requested that for the next meeting staff brings back some comparative analysis of salaries of other CEOs in the region, and to have a discussion on the salary of the Interim CEO. Televising of HART Board meetings Chair Suarez referred the Board members to the information provided by staff of costs associated with HTV services of broadcasting HART Board meetings at HART’s location. He indicated that the County meeting rooms are not available at the times when the HART Board meets. Chair Suarez said that there are very few places that can provide such service in a cost effective way. He inquired if the members of the BOCC could assist in securing a meeting location at the County Center. Director Polzin said, in his opinion, the live presentation was not critical, but having a video either on demand or linked at the HART web site would be great for those who wanted to access it. Chair Suarez reported about his recent trip to Tallahassee. He mentioned that he met with Representative Cruz, Representative Dana Young, Senator Joyner, Senator Brandes, the executive director of the Florida public transportation association, Lisa Bacot, and Doug Roberts, an aide to Senator Tom Lee. Chair Suarez said he spoke about uncertainty in Washington, and importance of having some certainty in Tallahassee in terms of monies that HART is able to get in order to continue to run the bus system. He indicated that he also spoke to the legislators about the CSX insurance issue for the streetcar system.

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CHIEF EXECUTIVE OFFICER’S REPORT Mr. Philip Hale, Chief Executive Officer, recognized Mr. Jeff Seward as an excellent CFO and project manager. He said Mr. Seward brought sanity to the process and is instrumental for the success of the agency, in the past and going forward. Mr. Hale stated that he is connected within APTA and knows that the initiatives of the Policy Leadership Group caused a lot of questions from potential candidates. He pointed out that it would be tough to bring in some high quality people; with the major concern being that the job description could change over the next year, and this unknown is not conducive to have a successful recruitment. Mr. Hale spoke in support of the plan of selecting an Interim CEO who would probably ought to stay in the position for a period of time until all the uncertainties settle to be able to recruit the person the Board is looking for. He stated that, in his opinion, all three current Chiefs are more than qualified to step in at any time to serve in a role of Interim CEO. Mr. Hale indicated that the Board has to decide whether they would prefer an operations person, a project management person, or an HR person. He said he would go with operations because, that is what HART is doing right now and is doing it fairly well. GENERAL COUNSEL’S REPORT Mr. Smith remarked that there were a few comments at the meeting about the County Policy Leadership Group. He asked if the Board would like to know more about the group, its role and activities in order to decide if to be a participant in that conversation, or whether the HART Board chooses to let that process continue for a while. Mr. Smith reported that he speaks on the matter with the County attorney, who was previously the HART Board attorney, and we will be working together in that regard. Director Polzin said, in his opinion, it would be appropriate for this Board to get reports back from the group, such as meeting minutes, action items, and agendas to be aware of what is going on at that group. Director Davin indicated that it was the County’s intent that the HART Board Chair would be the link between the Policy group and the HART Board. She pointed out that it would be difficult for the Commissioners who are a part of the group to give reports because they have different opinions, different ways of coming to a conclusion of the outcome. Director Beckner suggested that in the month packets under the standing Chair report, staff includes an update and a copy of the minutes from the Leadership Group meetings. Director Murman noted that it might be appropriate for the HART Board of Directors to invite the County Attorney, Mr. Fletcher, to explain the different scenarios the group is reviewing. He is the one who worked on the wording and is very familiar with the options the group is considering. Director Polzin said that at some point this Board may want to take a position in terms of what they think is in the best interest of this agency, its passengers and employees. Chair Suarez said it is still pretty nebulous in terms of the goals of the Policy group. He stated that he did not want to make any statement about this issue due to the fact that a lot of things have not been solidified. Chair Suarez indicated that the City Council will have a presentation from the County

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Administrator, Mr. Merrill, and he will be able to report back to the HART Board what he said at the City Council meeting. HART BOARD COMMITTEE REPORTS Chair Suarez referred the Board members to the materials in the packets. REPORTS FROM HART REPRESENTATIVES Chair Suarez referred the Board members to the materials in the packets. STATUS REPORTS Chair Suarez referred the Board members to the materials in the packets. PUBLIC INPUT REGARDING GENERAL CONCERNS No one signed in for public input regarding general concerns. OLD BUSINESS There was no old business. NEW BUSINESS There was no new business. ADJOURNMENT The meeting adjourned at 10:14 a.m. Councilmember Mike Suarez, Chairperson HART Board of Directors ATTEST Councilmember Eddie Vance, Secretary HART Board of Directors

David L. Smith, Esquire

HART Board General Counsel

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HILLSBOROUGH TRANSIT ATHORITY Regular Board of Directors Meeting Minutes

Monday, April 7, 2014 1201 East Seventh Avenue

Board Room Tampa, FL 33605

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Board Members Present (12) Staff Members Present Commissioner Kevin Beckner Sylvia Berrien Wallace Bowers Joan Brown Josh Burgin Al Burns Karen Jaroch Dara Chenevert Fran Davin Ebony Clemens Anne Madden Lynda Crescentini C. John Melendez Lorena Donaldson Commissioner Sandra Murman Katharine Eagan Dr. Steven Polzin Philip Hale Commissioner Mark Sharpe Rickey Kendall Councilmember Mike Suarez Sandra Morrison Councilmember Eddie Vance Lena Petit Gisela Rivera-Rios Board Members Absent (1) Dan Rodriguez Bryan Crino Steve Rosenstock Keith Sanders Marco Sandusky Jeanie Satchel Jeff Seward Michael Stephens Ken Wagner Angela Tirpak Kevin Timmons Les Weakland Others Present Mitch Perry, Creative Loafing David Smith, GrayRobinson Ted Jackovics, the Tampa Tribune Michael English, THS Sarah McKinley, MPO Vasti Amaro, 2626 Millhopper Ave, Wesley Chapel Sign-in sheets are attached CALL TO ORDER The meeting was called to order at 9:06 a.m. by HART Board Chair Mike Suarez.

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PLEDGE OF ALLEGIANCE Pledge of Allegiance followed. APPROVAL OF MINUTES Director Bowers moved and Director Melendez seconded approval of the March 3, 2014, Regular Board of Directors Meeting Minutes. All Board members present voted aye. The motion carried unanimously. PUBLIC INPUT ON AGENDA ITEMS (3 MINUTES PER SPEAKER) No one signed up to speak. PRESENTATIONS Environment Sustainability Management System (EMS) Program Mr. Jeffrey C. Seward, Chief Financial Officer, reported that an organizational Environmental Sustainability Program, tailored specifically for HART and its employees, is being developed with initial deployment planned to correspond to the CNG facility ribbon cutting. He stated that the Sustainability Program will continue HART’s commitment in protecting the environment in which it operates, with specific branding, staff, and community education and utilizing quantifiable and measurable objectives and targets to monitor HART’s goals of reducing its carbon footprint and use of electricity and water consumption within its facilities. A full copy of the presentation is available upon request from the Clerk of the Board at petitl@gohart.org. Director Polzin arrived at 9:13 a.m. Director Burgin arrived at 9:15 a.m. Director Vance arrived at 9:22 a.m. Director Jaroch arrived at 9:24 a.m. TIGER Grant Application Mr. Seward stated that the U.S. Department of Transportation recently announced the FY2014 round of Transportation Investment Generating Economic Recovery (TIGER) funds available to be awarded on a competitive basis for projects that will have a significant impact on the nation, Metropolitan area or region with applications due on April 28. He reported that HART is developing a TIGER grant application for improvements to the Marion Transitway to enhance its use as a viable transit corridor, improve the economic usefulness of the roadway, and look at ways of evolving it to an intermodal connection with streetcar facilities, increased biking and pedestrian use. A full copy of the presentation is available upon request from the Clerk of the Board at petitl@gohart.org. Director Beckner arrived at 9:32 a.m.

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Director Davin requested clarification that the match was from Florida Department of Transportation, not federal funding. Mr. Seward responded that the Florida Department of Transportation can be used as a match. He stated that HART is also assisting PSTA with letters of support for their application for TIGER grant for the regional farebox program that would be used for the entire regional working group. Mr. Seward commented that right now the project stands at about $12.4 million total over the next five years of need for the region. Director Sharpe noted that, in his opinion, analyzing the Marion Transit Center (MTC) would be very helpful. He inquired as to when the facility was built. Director Davin said it was in the '80s. Director Sharpe inquired if it was beneficial to HART to continue to invest in the facility as it is currently located or consider at some point the possibility that MTC moves with either the introduction of sports venues or new development in the Channelside area. He said that he has been inquiring around the downtown community about their preference. Mr. Seward responded that the majority of the emphasis in this project is on the actual corridor from the MTC all the way to its terminus, and does not focus on the site. He indicated that it could branch out to the usability of the site itself, possibly the next year. Director Sharpe said, in his opinion, it would be very helpful to have a conversation with all the partners in the downtown area; the information will be useful in determining the best location. He remarked that if that is the best location, HART would stay with it and continue to reinforce it, but if there needs to be a movement, then it should be considered. Director Jaroch requested staff to provide more details on the cost of the application and its schematic. Mr. Seward responded that HDR is developing their analysis now, and HART should receive more information in the next couple of weeks and then conduct the cost-benefit analysis. Director Jaroch inquired if HART is developing the application before the cost is known. Mr. Seward said that at the moment the analysis is being conducted on what is needed to make the Marion Transitway a transit-usable more economically-viable, more feasible for patrons corridor; to see if there is an ability to connect it in a walkability fashion to the Streetcar. He indicated that based on the 20% match requirement, a project of more than $10 million is not cost advantageous to HART, and it would have to be broken into components. Mr. Seward said that the total cost is unknown now and will be based on different levels of recommendations from HDR. Director Davin noted discussions about an express transit route from the airport to downtown. She said staff needs to figure out where a system from the airport to downtown would terminate, because dropping passengers with suitcases at MTC is not wise. Director Davin pointed out that staff ought to consider how the route would loop back around for the airport passengers to get to their destinations to hotels.

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Director Murman stated that connectivity is the key factor, circulator routes within the economic development areas, one of which is downtown. She said she was concerned about beefing up Marion Transitway when there could possibly be an intermodal center around the corner. Director Murman pointed out that there are many uncertainties about development in the area, and while TIGER grant is a fabulous idea, she was concerned about the timing of this rehabilitation project. Director Davin pointed out that originally the Marion Transitway was created to give the buses exclusive route through downtown with minimum interruption of other traffic. Director Murman indicated that with development of Tampa Heights there will be a lot of commercial development and traffic around MTC which might require further discussion. Director Polzin stated that MPO is doing downtown connectivity and circulation study. He noted the scheduling issue when if the full Board endorses this application process, the FGA Committee will be able to review it again before it is submitted in the end of April. Director Polzin indicated that in some ways it is characteristic of many things that are going on in Tampa, many uncertainties. He said HART needs to look at the things that are fundamental and profound. Director Polzin remarked that the community needs north-south circulation through downtown. He noted that it is a very viable, legitimate corridor; however, the issue is how to interface it with other developments. Director Polzin cautioned against never doing anything due to waiting for a grand final scheme. Chair Suarez said rehabilitation of the Marion Transitway does not mean that it will be applied specifically to the corridor from MTC to the end of the terminus on the south end. He remarked that with the development in the north downtown area MTC is going to be a hub of economic activity and opportunity. Chair Suarez indicated that, in his opinion, HART should apply for the grant and it may take a couple tries before HART receives TIGER grant money, and the agency will be prepared for the next time tweaking the project’s details. Director Davin made a motion to approve the letter of support to PSTA for the TIGER Grant application. Director Sharpe seconded. All Board members present voted aye. The motion carried unanimously. Director Bowers was not in the room at the time of the vote. ACTION ITEMS Director Murman moved and Director Polzin seconded approval of the following action items: a. Resolution #R2014-04-14 ~ Authorizing the Chief Executive Officer to Transfer Three (3)

Revenue Vehicles That Have Reached the End of Their Useful Life to Hernando County

b. Resolution #R2014-04-15 ~ Authorizing the Chief Executive Officer to Modify a Contract for Construction Services For the Bruce B. Downs Boulevard and 138th Avenue Project with LAS Contracting Corporation to Increase the Total Not-to-Exceed Amount from $155,000 to $205,000

c. Resolution #R2014-04-16 ~ Authorizing the Chief Executive Officer to Modify the Contract for

Civil and Site Construction Work for the MetroRapid North-South Project with David Nelson

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Construction Co. to Increase the Total Not-to-Exceed Amount from $4,945,500.00 to $5,428,411.44

d. Resolution #R2014-04-17 ~ Approval of the Settlement Authority Recommended by HART

Claims and Litigation Committee in the Case of Reginald Watson V. Hillsborough Transit Authority, Case Number 13-CA-00619; Division B For an Amount Not-To-Exceed $175,000

e. Resolution #R2014-04-18 ~ Approval of the Settlement Agreement Recommended by HART

Claims and Litigation Committee in the Case of Johny Ngoc Giang V. Hillsborough Transit Authority, Case Number 14-CA-001260; Division A For an Amount Not-To-Exceed $200,000

All Board members present voted aye. The motion carried unanimously. Director Bowers was not in the room at the time of the vote. CHAIR’S REPORT Chair Suarez said the Policy Leadership Group has been focusing on finding the way of better and more effective communication and coordination. He said he expected that at the next month’s meeting he will have more details available. Chair Suarez stated that with Mr. Hale’s imminent retirement, a decision is to be made about Interim CEO. He indicated that Mr. Hale made this suggestion at the last meeting that HART would need someone who has an operations background. Chair Suarez said, in his opinion, Ms. Katharine Eagan should be HART’s choice for Interim Director. He spoke about Ms. Eagan’s experience, her knowledge of HART operations and employees which is a great testament to her passion for this agency and her passion for transit. Chair Suarez recommended that Ms. Eagan be selected as the Interim CEO and then discuss a permanent replacement. Director Davin said that, in her opinion, one of the real characteristics of leadership is leading by example. She noted that criticism is not leadership, that anybody can criticize, but to encourage people to do their best, to feel a sense, a part of the organization they are with, takes a particular kind of leadership. Director Davin said, in her opinion, Ms. Eagan has demonstrated over and over since she's been with HART that she knows how to encourage the people that are around her and part of her team. Director Sharpe commented that the executive team is very strong and any of the three Chiefs would perform well in the capacity of Interim CEO. He noted that it takes a critic, someone who is willing to challenge the status quo to keep the team together. Director Sharpe referred to the example of Steve Jobs who has changed the industry, the trajectory of things, and the world. He said, in his opinion, the transit is going into the same direction, and hoped that HART never settles for the status quo. Director Sharpe stated that he was confident in the team Mr. Hale put together, and supported Ms. Eagan’s appointment as Interim CEO. Director Polzin said HART was quite fortunate to have a professional as Ms. Eagan. He remarked that over the last 30 years he has worked with many CEOs in the industry and was certain that Ms. Eagan is more than adequate for the job as Interim CEO. Director Polzin stated that, in his opinion, Ms. Eagan was ready to step up now, and the back-up team is great, too.

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Director Jaroch said she wanted to underscore that the entire team as well as their support staff do an excellent job, but she too believed that the CEO has to have a strong operations background to manage the day-to-day operations. Director Murman made a motion to appoint Ms. Katharine Eagan as HART Interim Chief Executive Officer. Director Bowers seconded. All Board members present voted aye. The motion carried unanimously. Mr. David Smith, HART Board General Counsel, said HR staff and he recommend that the Board follow the process similar to the one used to hire Mr. Hale as Interim CEO in 2011, and prepare an employment contract. Director Murman left at 10:05 a.m. Chair Suarez drew the Board’s attention to the information distributed by staff on internal versus external recruitment of HART next CEO and costs associated with both approaches. He indicated that there is uncertainty about this job security at this point in time. Chair Suarez said it is not clear what the recommendations from the Policy Leadership Group will be, whether Pinellas and Polk counties referendums will succeed. He stated that, in his opinion, an external recruitment now may be too soon. Chair Suarez remarked that HART would not be able to recruit the best candidate until we know where the next steps for transit in Hillsborough County are going to be. Director Polzin noted the level of uncertainty in the region due to the lack of recommendations from the Policy Leadership Group. He said HART could literally be three to four times bigger in terms of resources as it is today, and that is a different set of management challenges and issues. Director Polzin stated that there is the prospect that HART would be involved in both economic development and road projects, and that could certainly change some things. He mentioned that at this point it would be wise to wait until the Policy Leadership Group reaches their conclusions. Director Polzin pointed out that it would also be helpful to see what happens with federal transportation reauthorization timeframe. He said the current CEO compensation package is very attractive for the agency, but it is certainly not at market rate. Director Polzin indicated that HART is going to have to see other changes, regardless of the path forward, because the agency has been very lean for so long that there is literally not enough staff time to make it to the meetings. He mentioned that external recruitment offers a unique opportunity for places like Florida with the sunshine requirements because the firm can explore with outside candidates their potential interest and, sell this community and this challenge to them without their risk of being, dragged through their local hometown newspaper as a potential candidate. Director Polzin added that the firm can provide a buffer for those people that have not decided if they are interested in the job opportunity, but would get encouraged to at least think about it. Director Beckner said that with all potential changes with the Policy Leadership Group, it is premature for HART to be looking for a permanent CEO. He stated that he had great confidence in Ms. Eagan and her ability to lead the agency as Interim CEO. Director Davin said it is important to complete the contract with the Interim CEO to know the duration it runs. She indicated that there are so many needs in this agency that are not fulfilled due to the fact that there is not enough capacity. Director Davin noted that a leaner tighter organizational structure

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resulted in cutting back on planning capabilities. She suggested the Board consider it during the budget review process. Director Sharpe indicated that Mr. Chiaramonte sent a letter stating that the MPO would be willing to operate as planning agency for HART, and this offer should be considered. He said he did not see any reason to rush with recruiting a permanent CEO. Director Sharpe stated that he saw it as a phenomenal opportunity. He added that now HART is an attractive opportunity, and it will be an opportunity to rebuild the system, to look at operating in a more regional fashion, coordinate with others, and spend more time on economic development opportunities. Director Sharpe stated that he was willing to wait until the Policy Leadership Group forms its set of recommendations, but at that time HART should go out and recruit the best. He remarked that it does not mean the best is not sitting right here. Director Polzin indicated that Mr. Chiaramonte was retiring next February. He said the critical need for planning capacity is people who understand transit, the market issues, and the technical issues of the technology and the needs. Director Polzin pointed out that there are many people in this community who want to plan transit who do not understand transit, what does and does not work because human behaviors are well-known as it relates to transit. He said that to the extent that there is the prospect that the HART Board composition changes this fall, the next CEO deserves to be hired by a Board that is going to be there a while, committed to the new CEO and share his/her vision. Director Jaroch inquired if HART would have to go out for a bid if the Board chooses to use external hiring process. Mr. Philip Hale, Chief Executive Officer, responded that HART will have to go out for a bid and encouraged to use external recruitment. Director Jaroch spoke in support of the external recruitment process as it helps to maintain some level of confidentiality during the process. Director Burgin remarked that he has been following the developments across the Bay with the current referendum initiative. He indicated if he were on PSTA Board of Directors, there would be some private but aggressive conversations with their CEO. Director Burgin stated that his point is that HART needs to have a policy that lays out a very bright and very wide line of demarcation between this organization and its operations and any future tax proposal that might come up in the county. He added that having lived in countries where policy objectives are pushed entirely by the political class and the public does not have their say, he has seen administrative resources used consistently in political efforts. Director Burgin emphasized the importance of HART remembering that the bright wide margin needs to exist between the activities of the agency and its operations and any future political issue that may come up. Director Davin said that with due respect to MPO and Planning Commissioner, they do not have any technical expertise in house, so they would have to go and hire someone who knows about transit, transit planning, transit expansion, trends, etcetera. She pointed out that she did not see where the general public, who all Board members serve, gains anything from outsourcing planning from here to there. Director Davin stated that it is a misunderstanding to think that one can hire an outside agency to do recruitment and that that bring confidentiality. She added that that is still a public record, the

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only thing it partly shrouds is the larger, longer list, but when the list of potential candidates shortens to the top selection, it is no longer shielded. Mr. Hale remarked that public transportation has not done a good job over the years in preparing the leadership to work their way up, and that is starting to show. He indicated that it is going to be a real challenge bringing somebody in under the circumstances that are in the region today. Mr. Hale commented that once the recommendations from the Policy Leadership Group are solidified, HART will have a good shot of bringing somebody in who is well-qualified and can do the job for the short-term, mid-term, and long-term. Chair Suarez presented the Honorary Proclamation to Mr. Hale acknowledging his six years of dedicated service to HART. CHIEF EXECUTIVE OFFICER’S REPORT Mr. Hale said he appreciated the Board’s recognition. He remarked that he did not know what he was going into by stepping into the chair of HART CEO. Mr. Hale said it was both enjoyable and painful experience. He pointed out that he was very pleased with staff, but staff is currently very lean. Mr. Hale explained that he deliberately cut a lot of administrative staff to be able to put service in the street. He stated that staff stepped up, however they will not be able to do it for long; staff needs to be beefed up in the next budget review cycle. Mr. Hale stated that one of the biggest concerns is that everyone in the Tampa Bay area recognizes that there is a transportation problem. He noted that there are a lot of chiefs out there who have ideas, but do not have a clue about public transportation. Mr. Hale added that some of the ideas are bizarre and need to be linked together. He encouraged the Board members not to lose sight of the fact that public transit in Hillsborough County right now is an integral part of the minority/low income community. GENERAL COUNSEL’S REPORT Mr. David Smith, HART Board General Counsel, remarked that he prepared a summary of the Sunshine Act and public records implications for the executive search, and the Board should be aware of them to make an informed decision. He said he would finalize the summary and report back at the next meeting. Mr. Smith spoke about importance of the Boards to go through a public records and Sunshine Act review. He emphasized that it is important to remember that when the members of the HART Board of Directors speak in public to make it very clear that they are not speaking for HART. Mr. Smith explained that the Board members may be in a position to identify themselves as HART Board members, but be careful about that comment because there may be the implication that they are speaking for HART. He pointed out that no one can speak for HART unless it is pursuant to an approved resolution, and most often that would be the Chairman of the Board. HART BOARD COMMITTEE REPORTS Chair Suarez referred the Board members to the materials in the packets. REPORTS FROM HART REPRESENTATIVES Chair Suarez referred the Board members to the materials in the packets.

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STATUS REPORTS Chair Suarez referred the Board members to the materials in the packets. PUBLIC INPUT REGARDING GENERAL CONCERNS No one signed in for public input regarding general concerns. OLD BUSINESS There was no old business. NEW BUSINESS There was no new business. Director Davin requested that all back up materials are distributed to the Board in advance of the meetings. ADJOURNMENT The meeting adjourned at 10:37 a.m. Councilmember Mike Suarez, Chairperson HART Board of Directors ATTEST Councilmember Eddie Vance, Secretary HART Board of Directors

David L. Smith, Esquire

HART Board General Counsel

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Board Members Present (13) Staff Members Present Commissioner Kevin Beckner Sylvia Berrien Wallace Bowers Joan Brown Josh Burgin Al Burns Bryan Crino Dara Chenevert Fran Davin Ebony Clemons Karen Jaroch Katharine Eagan Anne Madden Steve Feigenbaum C. John Melendez Rickey Kendall Commissioner Sandra Murman Sandra Morrison Dr. Steven Polzin Brenda Nichols Commissioner Mark Sharpe Lena Petit Councilmember Mike Suarez Gisela Rivera-Rios Councilmember Eddie Vance Steve Rosenstock Keith Sanders Board Members Absent (0) Marco Sandusky Jeanie Satchel Jeff Seward Ken Wagner Others Present Mitch Perry, Creative Loafing David Smith, GrayRobinson Ricardo Feliciano, FDOT Elba Lopez, FDOT Sarah McKinley, MPO Ken Roberts, Apollo Beach Lancing Scriven, 101 E Kennedy Blvd; Suite 2700 Adam Levy, 701 Azeele St; Suite A, Tampa, 33606 Lauren Levy, 701 Azeele St, Suite A, Tampa, 33606 Robert Buesing, 101 E Kennedy Blvd, St 2700, Tampa Beverly Aicher, 7921 Citrus Golden Dr, #101, Tampa Neil Cosentino, National Public Newspapers Sign-in sheets are attached CALL TO ORDER The meeting was called to order at 9:02 a.m. by HART Board Chair Mike Suarez.

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PLEDGE OF ALLEGIANCE Pledge of Allegiance followed. APPROVAL OF MINUTES Director Burgin moved and Director Jaroch seconded approval of the March 3, 2014, Regular Board of Directors Meeting Minutes. All Board members present voted aye. The motion carried unanimously. PUBLIC INPUT ON AGENDA ITEMS (3 MINUTES PER SPEAKER) Mr. Neil Cosentino said he was representing Camelot Florida, which focus is to elevate the low position the Tampa bay area was placed in by the Brookings Institute. He indicated that most bus systems as government monopolies tend to measure or focus their success on how well they stay within their budget. Mr. Cosentino remarked that the better business objective is expanding and improving service and increasing revenue. He suggested that a faster bus franchise system would increase service and revenue, and a consolidation would also help. Mr. Cosentino requested that HART staff and the Board of Directors make a recommendation of what the national and global economic identity should be. He pointed out that the leadership failed to select the economic identity beyond 1929. Mr. Cosentino said he will provide information in an e-mail and requested that staff distributes it to all members of the Board. Director Crino arrived at 9:05 a.m. PRESENTATIONS Budget Preview/TDP Update Mr. Jeffrey C. Seward, Chief Financial Officer, reported that development of the FY2015 has begun with preliminary forecasts on anticipated revenues completed and the process of developing a sound, fiscally responsible budget within those revenue thresholds underway. He presented a preliminary budget baseline with assumptions on expenditures, budgetary philosophy and direction, and the focus on using the Transit Development Plan (TDP) as the catalyst for service enhancement. A full copy of the presentation is available upon request from the Clerk of the Board at petitl@gohart.org. Director Beckner arrived at 9:12 a.m. Chair Suarez inquired about the amount of the state rebate for CNG buses. Mr. Seward said it was $14,000 per vehicle. Chair Suarez referred to the five-year financial picture with and without MetroRapid extension. He inquired if extension of service would increase a number of fare paying passengers. Mr. Seward said the numbers in red or the vision operating expenses are netted out of the actual expense instead of changing the entire model. He remarked that the numbers are based on the amount

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of additional revenue HART would receive from additional passengers. Mr. Seward explained that fares are predicted to stay the same except for 2017, where HART would start seeing the return. Director Madden inquired at which point HART would have to invest on an additional maintenance facility. Mr. Seward responded that for either of the plans, to accommodate future expansion, in FY2016 HART would need to relocate its van operations to another site. He said step two in FY2019 will be to have a second bus maintenance facility somewhere else in the County to be able to facilitate the needs of the expanded bus fleet. Mr. Seward stated that there is no space at the 21st Avenue Operations facility to be able to add buses to enhance the fleet and the service to the level projected in the TDP. Director Madden inquired if the cost was included into the spreadsheet. Mr. Seward responded that the cost is in the capital expense. Chair Suarez inquired about the maximum number of buses that the current facility can accommodate. Ms. Katharine Eagan, Interim Chief Executive Officer, responded that the current facility at 21st Avenue is about as full as it can get. She added that through the industry, it is usually 200 buses at a facility, because beyond that the deadhead would be hurting the agency. Ms. Eagan said that if the vans were to move, HART could potentially accommodate one more MetroRapid corridor or about ten more peak vehicles. Chair Suarez inquired if there were federal rules concerning the facility’s capacity or if it is an operational issue. Ms. Eagan said it was an operational issue. Director Beckner inquired about the current attrition rate at HART. Ms. Dara Chenevert, Senior Manager of Human Resources and Organizational Development, reported that HART attrition rate has declined to roughly 1.7%. She added that HART is working diligently to increase employee morale. Ms. Chenevert said that training is one of the initiatives to expand to further decrease the attrition rate. Director Beckner inquired how this attrition rate compares to HART’s sister agencies in other counties. Ms. Chenevert said staff will research this and report back at a later date. Director Beckner indicated that one of the concerns is that the length of time it takes for operators to reach the highest pay step rates in HART is longer than in other sister counties. Ms. Chenevert responded that this issue was discussed at the last bargaining labor contract negotiations with the Amalgamated Transit Union employees. She indicated that one of the issues was a relatively low opening wage scale for our bus operators. Ms. Chenevert said that as a result, the opening step was increased 30 cents per hour in order to be more competitive and to follow the employer-of-choice

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rationale. She pointed out that HART steps have parity with other sister agencies, and after eight years, HART employees are at the maximum range, and there is constant progression on the early phases. Ms. Chenevert reported that the majority of attrition at HART generally occurs at the two-year mark when members are still on the path to increase their seniority in order to bid for much more convenient schedules and routes of service. Director Beckner asked when staff plans to start the pilot program with the School Board. Mr. Seward responded that the program is now under review by HART staff. He said it is planned to finalize the pilot program prior to the end of the school year so that it can be implemented at the beginning of the next school year. Mr. Seward said HART wants to take advantage of the summer blast program this year and move to the pilot program in the fall. He added that staff will bring more information for the Board’s consideration in June. Director Beckner noted that in the initial five-year financial picture and projections the shortage overage grows quite exponentially, especially beyond FY2016-2017 and beyond. He inquired if staff was looking at any particular strategies to close that deficit gap. Mr. Seward indicated that staff is very conservative with projection of the external revenues such as ad valorem, for example, in 2015 budgeting 3 percent, knowing that the state's probably going to come in right around 4.5% to 5%, and that is enough amount to negate the entire FY2015 deficit. He said in the out-years staff will continue to use the same strategies becoming more efficient, consolidating functions, and continuously looking at new revenue sources. Mr. Seward remarked that moving into those specific years, staff will reevaluate the TDP, because the reason that those large deficits are present right there are due to the enhancements currently projected in the TDP. Director Jaroch commented that it would be interesting to extend financial overview to ten years to see how much more service HART could have and to understand the recurring capital needs if HART were to put out additional service. She pointed out that with increase of service; there will be increase in capital expenses. Director Jaroch commended staff for putting together this overview. Mr. Seward stated that the TDP has the ten-year projections, both operating and capital. He indicated that next month the Board will receive an overview of the TDP update. Director Melendez referred to the slide 11 of the presentation that shows a picture of HART’s financial status. He inquired if the deficit projected for each year was an independent “bucket of debt”. Mr. Seward responded that it was not a cumulative increase, but rather based on that year's needed expenditures and revenues. Director Melendez requested staff to add a column in the spreadsheet representing the sum of the deficit over the five-year period. He said he appreciated staff identifying additional funding and inquired as to the steps staff is to take to address the shortage in some grants. Mr. Seward said staff will continue to look for and apply for grants. He indicated that HART has just submitted a large TIGER grant application, and although that project itself is not embedded in this overview, that is an example of the grant funding level HART is going after. Mr. Seward noted that

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one of the action items before the Board that day was for additional FDOT funding for a farebox program. He stated that HART will continue to seek available dollars with the mind-set that more grants would require match. Mr. Seward remarked that it is important to weigh the importance of receiving the funding versus the ability to have the liquid assets to be able to pay it up front and get reimbursed. He indicated that over the next year, staff will be looking at bringing a procurement forward for the Board’s approval for a financial advisor to be able to provide scenarios to HART of how best to leverage the funds for the bus replacement program or for future infrastructure enhancements, and looking at HART’s cash flows on how to balance this going into the future. Director Melendez asked for an update on the coordination with Tampa Hillsborough Expressway Authority (THEA) on the bus toll lane project. Mr. Seward said cooperation with THEA is a part of this community input meetings. He added that staff will be discussing with THEA where this project may play a part in the future of HART TDP, and it will be brought for the Board’s discussion. Director Polzin noted that in the base scenario the fare revenue for next year was slightly down. He inquired about the basis for this assumption. Mr. Seward said staff is still evaluating the division between passes and cash sales. He added that he could provide specifics for that number at the next meeting. Director Polzin noted that FY2015 would be a fare review year based on HART’s fare policy. He said if the HART Board chose not to do fare increase in FY2015, it should be recorded as the Board’s action item. Director Polzin noted the projected service increase of 19,000 hours. He inquired about the percentage value of this increase. Ms. Eagan responded that staff will prepare this information for the next meeting. Director Polzin indicated that the industry has benefited from the slowdown in the economy due to stable or declining traffic in most metro areas. He said if the economy strengthens, people will have to add time to schedules because congestion will be worse, and there is a cost to that. Director Polzin stated that more robust growth in the economy has a downside cost because it takes more service. He indicated that the 4.8% projection for ad valorem for Hillsborough County would mean additional $600,000 for HART. Director Polzin remarked that normally bus garages are big and lumpy expenses, and this expense is often spread over a few years, and is a nontrivial investment. Director Davin requested that staff provide comparison for other regional transit agencies on hourly wage schedules. Director Murman commended staff on the presentation. She said it gives a clear picture about HART finances, and also shows that certain critical elements are missing. Director Murman stated that it is important to figure out how HART is going to meet the increased demands for ridership in this county, and how to appeal to choice riders. She suggested that staff look for ways of collaborations for funding with other government entities to try and stretch the dollars further. Director Murman indicated that the Transportation Policy Group was having the discussion of how to take HART to the next level. She spoke about the need for circulator services in South County. Director Murman noted

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that it is projected that over a half a million people will move into Hillsborough County by 2025, and it is important to ensure they can get around. She suggested staff talk with the County and the City to find collaborations, for example, explore the option of using the maintenance facility on Big Bend Road for HART needs. Director Melendez said he, as a member of the HART Board, has every interest in meeting the need, but did not feel compelled to increase the need. He referred to the slides in the presentation that showed deficit in the future projections. Director Melendez stated that he would rather see economy improve and people become more prosperous even if it resulted in HART ridership decrease. He said he supported the suggestion of working together to meet the need, and was looking forward to dialogue with the public, the policy group, and other agencies. Director Sharpe said he was excited to see the scenario building and the forward-thinking programs. He remarked that he hoped that HART could continue to accelerate and be as imaginative as possible. Director Sharpe pointed out that there is going to be more people seeking to use transit, the millennial population is not interested in traveling to work the same way the boomers were interested. He said while planning out, staff needs to be able to forecast and prepare for future trends. Director Sharpe concurred that HART has done a phenomenal job with the resources that it has. He indicated that it should be the mission to take HART from being a provider of last resort for those who have no other options to becoming the first resort provider for those who have options but decide to use HART as a viable product. Director Sharpe said, in his opinion, HART should be as aggressive as possible in trying to increase our ridership. Director Beckner concurred with the statements. He indicated that the County cannot continue meeting the capacity by merely expanding roadways, there should be expanded transportation options to the citizens. Director Beckner pointed out that the current product is not efficient in all parts of the county, such as the New Tampa or Carrollwood area. He remarked that as the county expands, there will be more problems with gridlock if the transportation options are not expanded. Director Beckner said HART has to look at increasing ridership and increasing options for consumers. Director Sharpe said he recently asked representatives from TBARTA, USF, Busch Gardens, and Moffitt Cancer Center about any plans for improved transportation in that area involving road expansion, and learned that there were no plans. He indicated that there is interest in increased transit service in the area. Director Crino stated that when it comes to managing money investment, investment that generates a return is an important consideration; and it needs to be followed as HART develops its budget. Director Bowers stated that he believes that HART needs to be proactive and meet the needs of the growing community, but in the growth avoid becoming blind to the most needy of this community. Chair Suarez encouraged the members of the Board to contact staff with any questions about the budget.

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General Counsel Discipline Presentations (10 Minutes Per Firm) - time certain 9:30 a.m. Levy & Levy, LLC Trenam Kemker GrayRobinson, P.A. Mr. David Smith, HART Board General Counsel, explained that although it is not legally allowed to prohibit people from attending a publicly noticed sunshine meeting, including competitors for a position, each of the competing firms for the position of General Counsel have agreed to absent themselves from the premises. He said he wanted to do so on an equal footing with those who are currently not here, and will not be present at Mr. Burn’s presentation either. Mr. Smith stated that GrayRobinson has withdrawn its candidacy from the competition on general litigation and personal injury discipline. He said he believed there is an inherent conflict of interest between serving as General Counsel and serving as outside litigation counsel because General Counsel partially makes decisions on the outside litigation needs. Mr. Al Burns, HART Sr. Manager of Procurement and Contracts Administration, provided the binders with information and gave an overview of the legal services solicitation process. A full copy of the presentation is available upon request from the Clerk of the Board at petitl@gohart.org. Director Murman asked about the value of the current contracts. Mr. Burns responded that the value for the current contracts in the General Counsel discipline is $360,000; General Liability and Personal Injury discipline is $539,000; Workers Compensation discipline is $215,000; and Labor and Employment discipline is $339,000. PRESENTATIONS Mr. Burns announced that the Board of Directors will receive presentations from the firms. He explained that a formal letter went out to the firms requiring a 10-minute presentation at the full Board of Directors meeting. General Counsel Discipline (10 Minutes Per Firm) Levy & Levy, LLC Ms. Lauren Levy introduced the firm, spoke about the qualifications of the firm and staff, gave examples of legal experience of the firm, past representations, and outlined transition plan. Mr. Adam Levy pointed out that his firm knows how to negotiate to save the precious resources, keeping litigation costs in check. He said his firm, if chosen as General Counsel, would fight and work with HART as a real team, counsel small enough to answer the phone, but big enough to handle whatever is on the other end. Director Jaroch inquired if Levy & Levy, LLC had any experience working with a government body and Sunshine law. Ms. Levy responded that the firm has experience with requests in the Sunshine law.

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Mr. Levy stated that Levy & Levy, LLC. represents Professional Governmental Claim Solutions in Lake Mary, which handles governmental entities and workers compensation.

Trenam Kemker Mr. Lansing Scriven introduced the firm, spoke about the qualifications of the firm and staff, gave examples of legal experience of the firm, past representations, and outlined transition plan.

GrayRobinson, P.A. Mr. David Smith introduced the firm, spoke about the qualifications of the firm and staff, gave examples of legal experience of the firm, past representations, and outlined transition plan. Mr. Smith said he will need to absent himself from the Board’s deliberations, too. Director Madden inquired what measures are used to judge performance in services of this kind, whether a firm is successful in representing a public sector client. Mr. Burns outlined the evaluation criterion that was used in the solicitation process, among which was technical expertise of the firm, a work plan, a transition plan, and bios from the qualified members of the firms that would be representing HART. Director Burgin, Chair of the Ad Hoc Committee, indicated that the Scoring Committee was comprised of a group of attorneys from the County and HART staff, and they were present at the table at the Scoring Committee deliberations. He pointed out that the offers were scored by professionals within the field, applying their knowledge of the experience and professionalism of the offerors. Chair Suarez announced that he had to leave the meeting due to another previously scheduled appointment and Vice Chair Polzin will act in the Chair capacity from that point on. ACTION ITEMS

a. Resolution #R2014-05-19 ~ Authorizing the Chief Executive Officer to Award a Two-Year Contract with Two One-Year Options for General Counsel Legal Services

Director Jaroch made a motion to award a two-year contract with two one-year options for General Counsel Legal Services to GrayRobinson, P.A. Director Burgin seconded. All Board members present voted aye. The motion carried unanimously.

b. Resolution #R2014-05-20 ~ Authorizing the Chief Executive Officer to Award a Two-Year Contract with Two One-Year Options for Workers Compensation Legal Services to Barbas, Nunez, et al

c. Resolution #R2014-05-21 ~ Authorizing the Chief Executive Officer to Award a Two-Year

Contract with Two One-Year Options for Labor and Employment Legal Services to Allen, Norton and Blue, P.A.

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Director Jaroch made a motion to approve the Ad Hoc committee recommendations and award a two-year contract with two one-year options for Workers Compensation Legal Services to Barbas, Nunez, et al; and to award a two-year contract with two one-year options for Labor and Employment Legal Services to Allen, Norton and Blue, P.A. Director Burgin seconded. All Board members present voted aye. The motion carried unanimously. Director Davin pointed out that success of a legal firm is measured by how much litigation against a company they represent was avoided due to their efforts. Director Murman moved approval of the Action items:

d. Resolution #R2014-05-22 ~ Authorizing the Chief Executive Officer to Extend the

Contract Term for Federal Legislative Consultant Services with Holland & Knight, LLP to March 20, 2015

e. Resolution #R2014-05-23 ~ Authorization to Approve the Banking Resolution and Certificate of Incumbency

f. Resolution #R2014-05-24 ~ Authorizing the Chief Executive Officer to Conduct Public Outreach and Public Hearing Activities Concerning Revisions to HART Route 51X (New Tampa/Pasco Express) to be Implemented Effective November 2014

Director Sharpe seconded. All Board members present voted aye. The motion carried unanimously. Mr. Seward requested that action item “g” be pulled from the agenda, and will be brought back for the Board’s review in June.

g. Resolution #R2014-05-25 ~ Authorizing the Chief Executive Officer to Execute an Amendment to the Joint Participation Agreement (JPA) (FPN: 420741-1-84-08) Between Hillsborough Transit Authority (HART) and the Florida Department of Transportation (FDOT) for Transit Urban Corridor Funds to Assist with the Operating Cost of Route 51X – an Express Route Service from New Tampa/South Pasco County to Downtown Tampa in a To Be Determined Amount (original JPA funding is $240,125)

Director Sharpe moved approval of the Action Item:

h. Resolution #R2014-05-26 ~ Authorizing the Chief Executive Officer to Execute an Amendment to the Joint Participation Agreement (JPA)(FPN: 422799-5-94-01) Between Hillsborough Transit Authority (HART) and the Florida Department of Transportation (FDOT) for the Capital Purchase of a Regional Farebox Collection System (RFCS) for Implementation Within the Tampa Bay Region in the Amount of $526,101 (total JPA funding is $1,946,981)

Director Jaroch seconded. All Board members present voted aye. The motion carried unanimously.

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CHAIR’S REPORT There was no Chair’s report. INTERIM CHIEF EXECUTIVE OFFICER’S REPORT Ms. Eagan reported that HART has submitted the TIGER grant application. She said a copy of the application will be made available to the Board members. Ms. Eagan indicated that the FGA Committee specifically requested staff to come back with a more expansive view on the budget. She said that day’s presentation was the first attempt to capture the opportunities and their cost. Ms. Eagan said that the ten-year Vision Plan of the TDP doubles transit in the County, and staff will be bringing maps to the Board to illustrate that. She remarked that staff would like to be able to show what portion of the County is within a five-minute walk to a job from their bus stop, what percentage of residences are within a ten-minute walk, and what double service really means. Director Jaroch commented that the TDP is a ten-year plan, but it has long-term consequences. She said HART is going to have a lot of recurring capital expenses with introduction of additional service. Director Jaroch suggested a 20-year look out might be helpful for that process, and that surely would give time to throw in all the costs of the MetroRapid lines that are in the TDP. She said that may be a ten-year item would be helpful to know, how long it will take to put all MetroRapid lines in service. Director Davin remarked that financing of improvements over ten or 20 years needs to be determined. She indicated that all Board members share a real commitment to see this agency move forward and become as absolutely a high provider of services as is possible in an urban area, but financing is unknown. Director Davin stated that HART cannot do anything without additional funds. She suggested that an accompanying financial discussion be held along with the discussion about expanded service around the region. Director Davin noted that HART has a bonding ability, but was not sure about the mechanism of how the bonds would be paid back. She said that HART could be joined with other transportation agencies in the County, and that is what the Policy Group has been examining. Director Davin inquired about what potential funding it would provide. She noted that a 20-year expanded service plan should have a 20-year expanded financial backing. Vice Chair Polzin mentioned that the GreenLight plan is talking about a 65% increase in bus service, so there is nothing particularly modest about HART’s TDP Vision plan. He said he specifically raised the issue of the HART Board holding a retreat to discuss the Vision Plan, particularly in light of the last Board meeting where there was discussion of the future of the agency, but not Board-at-the-table discussion. Vice Chair Polzin requested that staff explore with the Board members the timing and interest levels in holding a retreat. He remarked that, in his opinion, it would be healthy to have a discussion in a public forum about various scenarios in the future and where the HART Board weighs in relative to the Policy Leadership Group work. Ms. Eagan noted much discussion in the news about the airport to downtown service. She pointed out that HART Route 30 goes to the Airport, and it runs half hourly, making every local stop on Kennedy Boulevard, and takes 40 minutes from downtown to the Airport. Ms. Eagan said there are 2,000 trips a weekday and 900 on a Sunday on that popular route. She indicated that the Route 30 is served by 40-foot buses, with no luggage racks, and operators will not get off and help customers with their luggage. Ms. Eagan stated that HART can be at the table in determining the best way to meet the transportation

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needs within our county, and develop and design service. She remarked that HART would not run such service. Ms. Eagan reported that the Airport service working group is meeting that afternoon to talk about the service plan, operational constraints coming from HART, and discuss potential funding sources for such service. She pointed out that most public transit agencies in the US do not operate direct shuttle service, most of them came together with their funding to a central private entity that purchases vehicles from an agency, and can make different operational decisions because they do not have the federal constraints. Ms. Eagan said the Airport Working Group’s goal is to come up with a service plan and, presuming there is funding available, move toward with an RFI process to see what kind of private entities would come forward, what questions would they have, how such service can be made a reality in the area. She added that HART would also provide support on the marketing side, data would come back through HART web site, plugged into HART Google trip planner and One Bus Away. Ms. Eagan noted that this is an opportunity to attract a transit need without it completely being under “HART’s roof” and serving the greater needs of the community. Vice Chair Polzin congratulated staff on this effort. He indicated that the issue of good public transit to the airport has been discussed over at least a decade, and it sounds like there has been progress made. Director Murman pointed out that the MPO has finished the circulator study in South County, and suggested that staff obtain a copy. Director Bowers said HART does need to explore service to the airport. He inquired how HART would deal with the potential conflict with the union. Ms. Eagan indicated that HART would not be a contracting entity because HART has its recognized labor union and recognized agreement with them. She said it would not be an appropriate way to introduce service that would be perceived as not putting the jobs back in-house. Ms. Eagan stated that HART can do planning, marketing, and other in-kind support for such service. She added that addition of such service is not within HART budget. Director Sharpe said he has been involved in the conversations about the airport service and has attended the meetings. He pointed out that Ms. Eagan has offered solutions, ideas and concepts which would allow providing such service. Director Sharpe stated that one of the concerns he had about HART in the past is that it has been so limited and tied to a framework of how to conduct operations that it prevented HART from moving forward with these concepts. He remarked that his hope was that HART would realize that there is a huge opportunity to increase ridership, and if the agency is flexible and can work with all the resources that are available, it will have more transit riders at the end of the day. Director Sharpe said as HART feeds people into the system and out, it will provide more service. He said, in his opinion, the HART team has embraced a lot of what has been talked about at the Policy Leadership Group meetings, about how HART could operate differently. GENERAL COUNSEL’S REPORT Mr. David Smith, HART Board General Counsel, clarified that secondary contact at GrayRobinson in the event he was not available to attend any meetings, is Mr. Campbell Mclean.

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Mr. Smith referred to the information provided under Tab 4, which contained the employment agreement with Philip Hale, David Armijo, a summary, and a redline document that shows the changes between the Hale agreement and the Armijo agreement. He pointed out three basic issues: the duties and responsibilities are essentially identical other than the Armijo agreement refers to the performance standards as attached to Exhibit "A," which are, in part, the job description which he was assuming. Mr. Smith said the Hale agreement refers to a set of performance standards that will be agreed to between Mr. Hale and the HART Board. Mr. Smith indicated that those are not conceptually distinct, because the job description can be very similar to performance standards. He recommended including within the agreement itself a statement of what those performance standards are so that it is decided up front. Mr. Smith said Section 3 deals with Term of Employment, he also relates to section 5, which is Termination or Suspension. He pointed out that both the Hale agreement and the Armijo agreement had identical language, but given the fact that it is an interim contract, different language should be included providing for sufficient period of time to allow the Interim CEO to have a comfort of the ability to perform the job for a while and not be subjected to a 30-day termination provision. Mr. Smith remarked that the Board needs to consider what to do with automatic extensions of the agreement. He stated that the biggest area in the agreement that needs to be addressed is Compensation, Section 4 in both agreements. Ms. Chenevert indicated that HART has an internal interim pay policy. She reported that if an employee assumes, maintains his or her duties and then assumes another position for the agency in an interim or acting capacity, that employee is entitled to receive 15% differential over base pay. Ms. Chenevert stated that if an employee merely assumes the duties of a higher-rated position and is appointed to that position without maintaining their current position, that is a 10% increase above his/her base salary. She pointed out that HART does not have an executive compensation policy or a global executive compensation strategy. Ms. Chenevert stated that HR staff have polled the other area entities, including some of HART sister transit properties, to give the Board some indication of annual compensations. She indicated that the LYNX CEO is compensated at the level of $181,102.48, with a total of 716 employees; a current salary of the JTA CEO in Jacksonville is $280,000 with 750 FTEs; PSTA CEO's salary is $170,000 with approximately 583 employees. Director Crino left at 11:00 a.m. Director Davin pointed out that it was hard to keep up with such information verbally and requested it is provided in writing to the General Counsel for analysis and incorporation into the employment contract recommendation. Mr. Smith stated that the Board can decide on the process of moving this towards approval. He indicated that historically, the HART Board would have a small committee to garner the data, put it in a coherent form, and come back to the Board with a recommendation. Director Davin made a motion that the FGA Committee conduct the initial analysis and gathering of information for the draft Interim CEO Employment Agreement and form recommendations to the full Board of Directors. Director Jaroch seconded. All Board members present voted aye. The motion carried unanimously.

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HART BOARD COMMITTEE REPORTS Vice Chair Polzin referred the Board members to the materials in the packets. REPORTS FROM HART REPRESENTATIVES Chair Suarez referred the Board members to the materials in the packets. STATUS REPORTS Vice Chair Polzin referred the Board members to the materials in the packets. PUBLIC INPUT REGARDING GENERAL CONCERNS Ms. Beverly Archer, 7921 Cintrus Golden Dr, Apt 101, Tampa, 33625, related to the Board her history of being HART Paratransit customer. She indicated that prior to moving to Tampa she contacted HART staff to verify that paratransit service is provided at the addresses she provided. Ms. Archer said she signed the lease and got picked up by HART Plus twice, but later was informed by HART staff that she lives ½ mile outside of the service area. She stated that she contacted Mr. Hale who granted her a year of paratransit service from the current address with a condition that she will move to a location that is within the service area. Ms. Archer remarked that the year will end in July, and she requested to extend the offer. She pointed out that the offer has been extended for three more months till the end of October, but she would like to appeal to the Board for a longer extension since she cannot move to a different apartment complex at this time. Director Burgin requested that staff look into the matter and report back to the Board. Director Murman said she would get Sunshine Line to check into this matter, too. Mr. Ken Roberts said the big problem for HART is funding, and he thought HART needed to broaden its tax base. He indicated that there are a lot of people who use transit, but are not participating in paying for it, such as tourists, and non-property owners. Mr. Roberts said it was not a good structure to organize for property to bear transit costs. He stated that, in his opinion, HART should be funded by a sales tax, broaden the tax base, which would make it fairer, more equitable, spread across all the users. Mr. Roberts referenced the article in the Tampa Tribune by Chris O'Donnell about millennials who love transit, have to have transit options, and prefer walking to riding transit. Old Business There was no old business. New Business There was no new business.

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Adjournment The meeting adjourned at 11:22 a.m. Councilmember Mike Suarez, Chairperson HART Board of Directors ATTEST Councilmember Eddie Vance, Secretary HART Board of Directors

David L. Smith, Esquire

HART Board General Counsel

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Committee Members Present (6) Staff Present Wallace Bowers Sylvia Berrien Commissioner Kevin Beckner Joan Brown Fran Davin Al Burns Karen Jaroch, Chair Dara Chenevert Dr. Steven Polzin Ebony Clemons Councilmember Eddie Vance Vince Collura Katharine Eagan Committee Members Absent (1) Lena Petit Bryan Crino, Vice Chair Everardo Prieto Ruthie Reyes Burckard Other Members Present (2) Gisela Rivera-Rios Anne Madden Steve Rosenstock Councilmember Mike Suarez Marco Sandusky Jeanie Satchel Jeff Seward Debra Shanks Doug Speta Michael Stephens Steven Taylor Helen Trout Adrian Whidden Tina White Others Present David Smith, GrayRobinson Mitch Perry, Creative Loafing

Sign-in sheets are attached. CALL TO ORDER The meeting was called to order at 9:06 a.m. by FGA Committee Chair Karen Jaroch. PLEDGE OF ALLEGIANCE Pledge of Allegiance followed. APPROVAL OF MINUTES FGA Committee member Polzin moved and FGA Committee member Davin seconded approval of the minutes from the April 21, 2014, Finance, Governance, and Administration Committee meeting. All Committee members present voted aye. The motion carried unanimously.

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PUBLIC COMMENT ON AGENDA ITEMS (3 MINUTES PER SPEAKER) No one signed up to speak on agenda items. PRESENTATIONS Tampa Bay Passenger Ferry Project Ms. Katharine Eagan, HART Interim Chief Executive Officer, reported that Mr. Ed Turanchik, HMS Ferries and South Swell Development Group, will not be presenting for the FGA Committee this morning, but will appear before the Board at the regular meeting on June 2. She provided a brief overview of the Tampa Bay Passenger Ferry Project. Ms. Eagan reported that the County has asked for the HART Board of Directors’ support for the development of the project. FGA Committee member Davin said that before the HART Board is asked to endorse anything she would be interested in seeing the costs for HART in conjunction with this project, the obligations this organization will have if this program was funded by the feds. Ms. Eagan stated that HART currently has Routes 24X and 25LX that come from Brandon, Bloomindale, and Valrico to the MacDill Air Force Base, which are a 40 miles one way trip. She indicated that the intent from the planning staff would be to modify those express routes, shorten some of those trips, and put that service directly to and from the ferry terminal. Ms. Eagan said the planning process would also involve putting flex routes in the area to get customers from their homes to the passenger terminal. She pointed out that the intent would be to net out at about the same cost, to put more service in the neighborhoods. FGA Committee member Davin pointed out that it is based on assumption that people in Brandon are going to be happy with going down to South County rather than going to the base via downtown. She inquired if staff had any reason to understand how that might split the usage. Ms. Eagan said staff would not anticipate that everybody would start going directly to the ferry terminal so there would be some express service still coming from the area. She indicated that it would require HART to revamp the express service to a more comprehensive network that connects with a park and ride, and having express service still going the full trip, but replacing some of those trips with the local service. FGA Committee Chair Jaroch noted that she would welcome detailed information about this project since it was the first time that she heard details of the plan. She noted that HART submitted the TIGER grant without thorough review of the final submission package at the Board level. FGA Committee member Polzin noted that the MPO has done a couple of different studies over the years on ferry service from that market. He pointed out that it was a unique market of a large group of MacDill Air Force Base employees living in that area as a result of housing affordability and, to a certain extent, culture and relationships. FGA Committee member Polzin indicated that Mr. Turanchik requested that he present it to the Major Projects and Legislative Committee before going to the full

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Board. He stated that the factors to take into consideration are the relationships between the County, the private sector, the MacDill Air Force Base, and HART, and making sure that those sets of relationships are worked in and everybody understands their relative roles. Director Madden said that in addition to the government studies, a private contractor has made an extensive market research of the area, looking into operating the ferry service. She noted that the East-West corridors in the Brandon area are jammed particularly during rush hour. Director Madden remarked that the military population has experience using public transit, having lived in other places. FGA Committee Chair Jaroch inquired how this service would impact Routes 24X and 25X. She indicated that she would like to see more empirical studies that may have been done in preparation of the grant. Ms. Eagan responded that staff will provide this information by the end of this week. FGA Committee member Bowers said that based on Director Polzin’s comments, it seems to be a time factor involved to get the HART Board’s approval so that they can meet their schedule. FGA Committee member Beckner indicated that he was not aware when the next presentation to the Board of County Commissioners (BOCC) was scheduled. Preliminary FY2015 Budget Discussion Mr. Jeffrey Seward, HART Chief Financial Officer, presented a preliminary budget baseline, with assumptions on expenditures, budgetary philosophy and direction, and the focus on service enhancement or preparing HART for future growth. A full copy of the presentation is available upon request from the Clerk of the Board at petitl@gohart.org. FGA Committee member Davin inquired if there were any other changes made in the legislative session this year on employee or employer contributions to the FRS. Mr. Seward said staff is still waiting for the final information on the percentage deductions for FRS, but no major changes were made. FGA Committee member Beckner referred to the statement that the total savings were $725,357. He inquired how much of this money was a result of finding monies that were budgeted but not actually used versus monies that have been spent as a result of cutting back expenses. Ms. Seward said about $200,000. FGA Committee member Beckner inquired how much of the increase in the proposed operating budget of $2.3 million is reoccurring money versus expenses that may be one time. Mr. Seward stated that three quarters of that increase is reoccurring.

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FGA Committee member Beckner inquired if the amount of increase in the operating budget is based on ad valorem revenue increase. He asked if HART is spending every penny of the ad valorem increase, and not putting anything in the fund balance. Mr. Seward explained that HART is using the fund balance now to balance the proposed budget, but staff anticipates using that additional $500,000-$600,000 which will erase the need for fund balance. He indicated that last year staff anticipated about $1.1 million going to fund balance and was able to put $800,000 in the fund balance. Mr. Seward said that once staff retools the budget with the final millage numbers, staff will again look at the expenditure of that money with a target. He indicated that HART has a performance measure to grow the fund balance by .5% of the previous year's fund balance. He said the target was missed last year by about $300,000. Mr. Seward stated that staff wants to build the budget with the target of putting .5% in the fund balance. He indicated that HART has local dollars in reserves in the Capital Improvement Program. Mr. Seward said that if it does not look like staff can hit that number, staff might move some of that money back over so by the end of the year we have as close to .5% putting into the fund balance as possible. He stated that staff wants to continue the growth of the fund balance or at least keep it as flat as possible without going down. FGA Committee member Beckner inquired about the amount that is currently in HART’s fund balance. Mr. Seward responded that the total at the year-end close of 2013 was $21 million. FGA Committee member Beckner inquired how much of the reserve HART sets aside as its general operating reserve or “a rainy day” fund. Mr. Seward reported that per HART Board policy HART is to have three months of reserves. He pointed out that due to the fact that HART heavily relies on formula funding the agency spends into the fund balance as it moves into the year. Mr. Seward said the fund balance gets replenishment by the end of the year, but at any given time of the year the full amount is not in the fund balance. FGA Committee member Beckner inquired about HART’s financial risk moving forward and the deviation of the risk moving forward if property values go down. He asked what HART would do in such situation to start reducing expenses again. Mr. Seward stated that based on this graphic that is presented to the Committee, those deficits take into account a 3% increase in ad valorem each year, but also includes the entire status quo of the Transit Development Plan (TDP). He pointed out that HART would back out of the TDP component of the service enhancements. Mr. Seward remarked that if staff knew that there was a chance that ad valorem collections are to start decreasing next year, the very first thing that staff would look at is taking the additional projected 16,000-18,000 hours of enhanced service out of FY2017 and look at a much more extensive LOS process. He pointed out that he has done LOSs in organizations that he has been involved before as high as 10% of the prior year's budget with the direction that you have to maintain current service at 5 to 10% less than HART is getting now. Mr. Seward added that staff will work within the organization to be able to figure out how to do that. HART Board Chair Suarez arrived at 10:03 a.m.

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FGA Committee member Beckner stated that he had a little concern that HART is expanding at the rate that the agency is abusing the gains in ad valorem to have reoccurring expenses. He said he supports reinvesting in service and expanding it if necessary. However, he referred to the economic downturn and the situation with the County in 2008 when after years of expansion, staff had to take drastic measures cutting the budget. FGA Committee member Beckner stated that he wanted to make sure that HART keeps in check and does not forget the past experience. He added that he would like to see that a part of any increase goes into the roots of “the rainy days fund”, and HART does not continue to grow the operating budget to a point where it becomes unsustainable. FGA Committee member Beckner pointed out that a part of the budget is to have a risk conversation, because it is unknown when values could come tumbling down again. FGA Committee member Polzin inquired about the increases built into the bargaining unit contract. Ms. Eagan stated that the bargaining contract says the union bonus can be up to $300, based on achievement of Key Performance Indicators (KPIs). Staff budgeted about $120,000 presuming that all the performance metrics will be met this fiscal year. FGA Committee member Polzin asked for a specific enumeration of the percent increase in average per FTE across the different groups. He noted that the projected revenue increase is 2%, and he hoped staff would have a target goal of at least a percent increase in ridership and fare revenues. FGA Committee member Polzin indicated that last year, HART did not do particularly well on the internal metrics of performance. He said as economy grows, the area would be growing and congestion will be getting worse. FGA Committee member Polzin indicated that on-time performance is going to be tougher, and hence HART may need to revisit its performance measures. He pointed out that the County Policy Leadership Group, presumably in the next few months, will start to shape their recommendations, and there could be some very significant demands on HART in the context of a new revenue source. FGA Committee member Polzin said, in his opinion, staff needs to anticipate this scenario in the next year's budget, having a line item contingency for planning and mobilization activities. He indicated that there was no reference to permanent CEO search recruiting, and that obviously could be impacted by what the Policy Leadership Group does as well, but the budget should at least acknowledge that as a potential contingency expense. FGA Committee member Beckner remarked that as the recommendations from the Policy Group become available and HART role would be defined, the HART Board needs to assess the demands placed in HART without any expectation of additional revenue sources. He said HART needs to show the BOCC and other agencies the reality of how HART has stripped things to the bone, and if it expected for HART to take on additional services and expand its services, there should be clear understanding that HART would need additional dollars to do that. FGA Committee member Polzin pointed out that the challenge would be between moving ahead and the execution, with planning and preparation being a substantial component. FGA Committee Chair Jaroch said she would like to see how the TDP is shaping up to fit in with the Policy Leadership Group discussions.

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HART Board Chair Suarez indicated that the Policy Leadership Group has been in a nebula stage. He said, in his opinion, their discussions now should be focusing on planning and sharing resources. FGA Committee member Davin stated that she hoped that as the Policy Leadership Group starts synthesizing down to its final recommendations. She added that she also hoped that there will be a very candid recognition of costs associated with any changes. FGA Committee Chair Jaroch said she was thankful that HART has been going with the two-tiered TDP where there is a vision plan and costs associated with it. Refining HART’s Non-Revenue and Revenue Vehicle Parts Inventory Process Mr. Al Burns, HART Sr. Manager of Procurement and Contracts Administration, reported that in 2013, KPMG conducted a consolidation study of functions between PSTA and HART and one generated recommendation was to consider reviewing formal inventory strategies, such as vendor managed inventory. He added that in November 2013, Protiviti, HART’s Internal Auditor, conducted a review of the Materials Management Department. Mr. Burns pointed out that one recommendation was to have less reliance on maintaining parts on hand and more emphasis on Just-In-Time (JIT) inventory, therefore allowing additional funds available for other uses. He provided an overview of these changes and discussed its impact on HART. A full copy of the presentation is available upon request from the Clerk of the Board at petitl@gohart.org. HART Board Chair Suarez inquired if staff has discussed the City’s prospect on parts inventory. Mr. Burns reported that he has not met with the City, however he reached out to HART transportation peers, PSTA, LINX, and Polk County Transit. HART Board Chair Suarez suggested that HART look at Hillsborough County and City practices to research if there can be any cost-sharing opportunities for vehicle parts inventory. FGA Committee member Beckner commented that this was impressive to see the length of tenure with the employees in this department. He thanked the employees for their commitment to this organization, for sticking with the organization and their positions when things have gotten tough. FGA Committee member Davin stated that 25 years ago the Japanese went to this approach and visiting any of their vehicle construction one can see that they maintain almost no inventory. She suggested reaching out to staff at the USA-located Toyota or Honda vehicle assembly plants to learn from their practices. FGA Committee member Davin added that the tracking Walmart maintenance local distribution center also has incredible processes for maintenance. Mr. Burns indicated that he will reach out to his previous employer, Allison transmission, the manufacturer of transmissions for HART buses to check against their refined new practices. FGA Committee member Vance requested that staff elaborate on the criteria for the selection process in this procurement.

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Mr. Burns described the selection process, the composition of the selection committee, and the scoring weight, with 80% on technical and 20% on price criteria. He referred to the table in the Committee Action Item that shows the point values for each company. FGA Committee member Vance said he was concerned about the response time in delivering the parts. He inquired how much this factor was weighed in. Mr. Burns stated that staff does a great job of ordering parts. He indicated that it was important to have the language incorporated in the contract that permits HART staff to go out and buy a part even though it might be more expensive than what that vendor may have listed in the bid, and the difference would be covered by the vendor. FGA Committee Chair Jaroch commended staff for implementing the audit recommendations. COMMITTEE ACTION ITEMS FGA Committee member Davin moved and FGA Committee member Polzin seconded advancement of the following action items to the full Board of Directors at the June 2, 2014 regular Board meeting: a. Authorize the Interim Chief Executive Officer to Enter into Negotiations and Award a

Contract for Non-Revenue and Revenue Vehicle Parts to Auto Nation in an Amount Not-to-Exceed $162,640

b. Authorize the Interim Chief Executive Officer to Transmit the FY2015 Proposed Annual

Operating and Capital Budget to the Three Member Jurisdictions Pursuant to HART Charter

d. Authorize the Interim Chief Executive Officer to Award a Contract for Bus Shelters and

Accessories to Spencer Fabrications, Inc., in an Amount Not-to-Exceed $810,650 e. Authorize the Interim Chief Executive Officer to Purchase One (1) Forty-Foot (40’)

Compressed Natural Gas (CNG) Powered Heavy-Duty Transit Bus from Gillig LLC. In an Amount Not-to-Exceed $472,728

All Committee members present voted aye. The motion carried unanimously. FGA Committee Chair Jaroch pulled the Action Item “c” for further discussion. FGA Committee Chair Jaroch requested more details on the projects selected for submission to for federal funding. Mr. Seward referred to the attachment to the Action Item. FGA Committee Chair Jaroch asked if the hearing will be combined with the budget public hearing.

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Mr. Seward explained that it will be a separate public hearing held in June, upon the HART Board’s approval. He added that the comments received at the public hearing will be considered and brought back to the Board for final approval. c. Approval of the Proposed Program of Projects, Holding a Public Hearing to Receive

Input on the Proposed Projects, and Applying and Accepting FY2014 Federal Transportation Funding

FGA Committee member Beckner moved and FGA Committee member Polzin seconded advancement of the Action Item “c” to the full Board of Directors at the June 2, 2014 regular Board meeting. All Committee members present voted aye. The motion carried unanimously. f. Authorize the Hillsborough Transit Authority (HART) Board of Directors Chair to

Execute the Employment Agreement with HART Interim Chief Executive Officer Mr. David Smith, HART Board General Counsel, referred to the documents provided in the packet. He pointed out that the language in the second and the third “whereas” in the proposed employment agreement should be changed to refer to Ms. Eagan as the Interim CEO, as well as in the title and in Section 1a. Mr. Smith indicated that the date of the agreement should be changed to June. He said the date in the second “whereas” clause, on which Ms. Eagan was appointed in this position, should be changed to April 2. Mr. Smith suggested that the performance criteria are attached to the document and those criteria are the only aspects of this agreement that were from the Armijo document and may be revisited. FGA Committee member Davin pointed out that there were no performance standards attached to the proposed document, but rather duties and responsibilities. Mr. Smith responded that the performance standards are not attached to the document since his understanding was that the Committee will discuss them at the meeting. He indicated that the FGA Committee also needs to discuss the compensation level. Mr. Smith remarked that he inserted the number derived from a conversation with Ms. Eagan, but this is not a number that the Board has discussed. HART Board Chair Suarez pointed out that this is an Interim CEO position, with no set time frame; hence it will be challenging to propose performance standards on an interim basis. Mr. Smith referred to the Section 7a which refers to the term performance standards. He said this document contemplates that this will be a process above and beyond the creation of the basic contract meaning it will be an opportunity to review those performance standards in a more deliberative way. FGA Committee member Davin stated that the HART Board adopts each year a set of operating performance standards whether the CEO is interim, acting, or permanent. Ms. Eagan stated that this agency and this Board deserve more than minimal performance so she intended to do this job to the best of her ability and to the fullness of the performance standards. She added that she is comfortable with those standards being incorporated.

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FGA Committee member Polzin said, in his opinion, performance standards should be a part of the agreement. He pointed out that reality is that this could be a 1- to 2-year assignment. Mr. Smith said he will locate the most recent set of standards and will delete the job description. FGA Committee Chair Jaroch requested that Mr. Smith elaborate on the proposed compensation level. Mr. Smith stated that Mr. Hale’s total compensation package was $186,000. He said Ms. Eagan indicated that she will not be receiving any deferred compensation on an interim basis and therefore hers is a direct compensation, or base hour. Mr. Smith pointed out that the proposed $163,000 is $23,000 below Mr. Hale’s package. FGA Committee member Davin suggested that the language be changed on page 2 Section 4 Compensation to say “no deferred compensation” until item C or eliminate item C because this statement is iterated. FGA Committee member Polzin inquired if Mr. Hale had any continuing contributions to the appropriate category within FRS. Mr. Michael Stephens, HART Chief Business Enterprise & Safety Officer, responded that Mr. Hale did receive contributions at the executive contribution rate to FRS as well as the deferred compensation. FGA Committee member Beckner clarified that Ms. Eagan was looking for the salary difference instead of deferred compensation, and no reference about FRS need to be in the document. Mr. Smith summarized that the changes to the Eagan Employment Agreement are as follows: the clarification of the Interim title throughout the document, the deletion of the dual reference to “no deferred compensation”, and the attachment of performance standards as they last existed in the Hale Agreement in lieu of a job description. FGA Committee member Davin moved and FGA Committee member Bowers seconded the motion to direct the General Counsel to incorporate the discussed changes into the Eagan Employment Agreement and to forward the agreement to the full Board of Directors for favorable consideration. All Committee members present voted aye. The motion carried unanimously. ADJOURNMENT The meeting adjourned at 10:54 a.m.

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BOARD COMMITTEE TRANSMITTAL TO: MEMBERS OF THE HART BOARD FROM: LENA PETIT, CLERK OF THE BOARD DATE: MAY 19, 2014 RE: Resolution #R2014-06-32 ~ Authorizing the Hillsborough Transit Authority

(HART) Board of Directors Chair to Execute the Employment Agreement with HART Interim Chief Executive Officer

Finance, Governance, and Administration Committee Meeting of May 19, 2014 Voting Committee Members Present: Chair Jaroch, Directors Beckner, Bowers,

Davin, Polzin, and Vance Voting Committee Members Absent: Vice Chair Crino Other Board Members Present: Director Burgin, Madden, and Suarez Committee Recommendation: The Committee reviewed this action item and voted unanimously to advance with changes recommended by FGA Committee to the full HART Board of Directors at the June 2, 2014 regular Board meeting. Attachments: I. Resolution #R2014-06-32 II. Committee Agenda Report III. Draft Interim CEO Employment Agreement

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ATTACHMENT I

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RESOLUTION NO. #R2014-06-32 A RESOLUTION AUTHORIZING THE HILLSBOROUGH TRANSIT AUTHORITY (HART) BOARD OF DIRECTORS CHAIR TO EXECUTE THE EMPLOYMENT AGREEMENT WITH HART INTERIM CHIEF EXECUTIVE OFFICER WHEREAS, the Board of Directors of HART is authorized pursuant to Florida Statutes Section 163.565, et. seq., and its Charter to enter into contracts on behalf of HART and to appoint and fix compensation of the Chief Executive Officer; and WHEREAS, the HART Board of Directors desires to employ Katharine Eagan as Interim Chief Executive Officer; and WHEREAS, HART and the Interim Chief Executive Officer are in agreement with the terms of the Employment Agreement; and WHEREAS, it is the desire of the HART Board of Directors to authorize its Chair to execute the Employment Agreement as presented and voted upon by this Board, or its substantial equivalent; NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE HILLSBOROUGH TRANSIT AUTHORITY THAT: Section 1. The HART Board of Directors Chair is authorized to execute the attached Employment Agreement with HART Interim Chief Executive Officer Katharine Eagan. Section 2. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED BY THE BOARD OF DIRECTORS OF THE HILLSBOROUGH TRANSIT AUTHORITY ON JUNE 2, 2014. Councilmember Mike Suarez, Chairperson HART Board of Directors ATTEST: Councilmember Eddie Vance, Secretary HART Board of Directors

David L. Smith, Esquire

HART Board General Counsel

ATTACHMENT III

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ATTACHMENT II Hillsborough Transit Authority

Finance, Governance, and Administration Committee Meeting May 19, 2014

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COMMITTEE ACTION ITEM Authorize the Hillsborough Transit Authority (HART) Board of Directors Chair to Execute the Employment Agreement with HART Interim Chief Executive Officer OVERVIEW During the May 5, 2014, regular HART Board meeting, HART General Counsel was requested to draft and present for the Finance, Governance and Administration (FGA) Committee’s review a draft employment agreement with HART Interim Chief Executive Officer. RECOMMENDATION That the Finance, Governance, and Administration Committee review the action item authorizing the Hillsborough Transit Authority (HART) Board of Directors Chair to Execute the employment agreement with HART Interim Chief Executive Officer and advance this item to the full HART Board of Directors at the June 2, 2014, regular Board meeting. FINANCIAL IMPACT For FY2014, the fully loaded compensation package of $206,873.68 is budgeted for the Chief Executive Officer ($150,420.68 base salary; $47,653.00 benefits including deferred compensation of $27,828.00). For the FY2015 proposed budget, the fully loaded compensation package of $250,000 is budgeted for the Chief Executive Officer. BACKGROUND At the April 7, 2014 regular meeting, the Board voted unanimously to appoint Ms. Katharine Eagan as HART Interim Chief Executive Officer. FGA Committee members will be offered to discuss the following key contract terms:

Salary Term Leave Severance for termination without cause Benefits Deferred compensation Process for establishing performance standards Basis for termination of contract Required board vote for contract termination Other

ATTACHMENT III

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Hillsborough Transit Authority Finance, Governance, and Administration Committee Meeting

May 19, 2014

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NEXT STEPS Present recommendations by the Finance, Governance, and Administration Committee to the full HART Board of Directors at the June 2, 2014 regular Board meeting.

Prepared by: David L. Smith, HART Board General Counsel

ATTACHMENT III

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HILLSBOROUGH TRANSIT AUTHORITYEMPLOYMENT AGREEMENT WITH

INTERIM CHIEF EXECUTIVE OFFICER

THIS Employment Agreement ("Agreement") is made and entered into on this 2nd dayof June, 2014, by and between the HILLSBOROUGH TRANSIT AUTHORITY, hereinafterreferred to as "HART" and KATHARINE EAGAN, hereinafter referred to as the "Employee".

WHEREAS, the Board of Directors of HART ("Board of Directors") is authorizedpursuant to Florida Statute §163.565, et seq., and its Charter to enter into contracts on behalf ofHART and to appoint and fix the compensation of the Executive Administrator; and

WHEREAS, the Employee was appointed Interim Chief Executive Officer by the Boardof Directors on or about April 7, 2014 ("Effective Date"); and

WHEREAS, HART desires to employ Employee on an interim basis as ExecutiveAdministrator, under the title Interim Chief Executive Officer, and Employee desires suchemployment; and

NOW THEREFORE, in consideration of the terms and conditions of this Agreement, theparties hereby agree as follows:

Section 1: Duties and Responsibilities

(a) HART agrees to employ the Employee as Interim Chief Executive Officer and theEmployee hereby accepts such employment upon the terms and conditions set forth in thisAgreement.

(b) Employee shall, and agrees to perform in good faith, the duties andresponsibilities of Chief Executive Officer as provided herein.

(c) Employee shall maintain her office at the headquarters of HART.

(d) Employee shall supervise and manage the affairs of HART under the direction ofthe Board of Directors, and shall perform such other duties and responsibilities as may beassigned from time-to-time by the Board of Directors.

(e) The Employee shall report to and be accountable to the HART Board ofDirectors, by and through its Chairman ("Chairman"), for the satisfactory performance of herduties.

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Section 2: Conditions of Employment

(a) Employee shall devote her entire productive time, attention, skill and energies tothe business of HART, subject to the policies, supervision and direction of the Board ofDirectors.

(b) Employee shall not, during the term of this Agreement be engaged in any otherbusiness unless such other activity has been authorized in writing by the HART Board ofDirectors. Activities involving State or National trade organizations are considered the businessof HART. The provisions of this paragraph are not intended to restrain Employee from normalcivic activities, professional and academic studies, publication activities, or time in suchactivities. The Employee may do minimal part-time work, such as lecturing or expert testimonyif authorized by the Chairman.

(c) Upon the request of HART, Employee shall furnish to HART an application forfidelity bond acceptable to a surety named by HART. The cost of the bond, if any, shall beborne by HART.

Section 3: Term of Employment

Subject to the provisions for termination set forth in Section 5 of this Agreement, the term ofEmployee's employment under this Agreement shall continue until May 31, 2015. The term ofemployment may be extended at any time during its term by mutual written agreement of HART,as authorized by the Board of Directors, and Employee.

Section 4: Compensation

As compensation to Employee for the services rendered to HART, Employee shall be paid a basesalary at an annual rate of One Hundred Sixty-Three Thousand Dollars ($163,000.00) starting asof the Effective Date.

(a) Employee shall accrue annual leave at the rate accrued by senior employeespursuant to HART's employment policies.

(b) HART agrees to purchase, or be self-insured, for Officer's Liability Insurancecovering the Employee in an amount, set by the Board of Directors at its discretion, and equal tothat provided for the members of the Board of Directors.

(c) Employee shall not receive deferred compensation during her interimemployment under this Agreement.

(d) Employee shall additionally be entitled to the conditions of employment whichare, from time to time, available generally to other non-bargaining unit employees of HART,excluding cost-of-living changes to her base salary, but including without limitation, merit

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evaluations and possible resulting increases, and dental or other group insurance, disabilitybenefits, holidays, sick leave, and participation in HART's other deferred compensation plans,pension and retirement program, in addition to those items of additional compensationspecifically set forth herein. Sick leave, which is accumulated by the Employee, shall be treatedconsistently with the policy for said leave applicable to non-bargaining unit employees.

(e) Consistent with paragraph (d) above, HART shall pay any applicable premiums tothe same degree as other non-bargaining employees provided. In addition, HART shallreimburse Employee for an annual Executive Physical performed in Hillsborough County, to theextent that said expense is not covered by insurance.

(f) HART shall reimburse Employee for reasonable and necessary expenses of theEmployee incurred in the performance of her duties and responsibilities as set out in thisAgreement upon presentation, in accordance with HART's procedures for determiningauthenticity and reasonableness of expenses and based upon detailed statements of suchexpenses.

(g) HART shall pay dues, memberships, and associated expenses related to theperformance of her duties. The payment of such expenses is a general benefit to HART, servesthe best interests of HART and shall not be considered as compensation to Employee. Employeeshall be entitled to accumulate frequent flyer miles and hotel affinity program rewards.

(h) The Employee's designation of beneficiary for any and all benefits, which surviveher death, is attached to this Agreement and by reference made part hereof as Exhibit A. TheEmployee may, at her discretion, change the designated beneficiary by notifying HART inwriting of the change without affecting any other provision of this Agreement.

Section 5: Termination/Suspension

(a) This Agreement may be terminated:

(i) by mutual agreement of Employee and HART, and upon such terms andconditions as are agreed to in writing by Employee and HART;

(ii) by the adoption of a resolution approved by the affirmative vote of theBoard of Directors for the removal of Employee as Interim ChiefExecutive Officer;

(iii) by resignation of Employee, provided Employee shall have providedninety (90) days written notice, unless the parties otherwise agree inwriting;

(iv) by HART if Employee is unable to perform her duties and responsibilitiesbecause of sickness, accident, injury, mental incapacity, or health for aperiod of three (3) successive months; and

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(v) by the death of the Employee.

(b) HART may suspend the Employee with full pay and benefits by the adoption of aresolution setting forth the reasons for the suspension approved by the affirmative vote of theBoard of Directors.

(c) Notwithstanding the foregoing, nothing in this Agreement shall limit the rightsand remedies the parties may otherwise have in the event of a breach of this Agreement by theother party not cured within thirty (30) days from the notice of such breach.

Section 6: Compensation after Termination

(a) If this Agreement is terminated under Section 5(a)(ii) by the adoption of aresolution and the grounds for Employee's termination are "for cause", HART shall have nofurther obligation under this Agreement other than as specifically provided herein, and saidtermination shall be effective as set forth in said resolution. "For cause" is defined as thefollowing:

(i) Misconduct by the Employee as defined III Section 443.036, FloridaStatutes;

(ii) Employee's willful, deliberate and intentional breach of duties, obligationsor policies of HART;

(iii) Employee's willful, deliberate and intentional violation of Part III,Chapter 112, Florida Statutes, Code of Ethics for Public Officers andEmployees;

(iv) Employee's continued neglect of duties or obligations required of theInterim Chief Executive Officer after written notice of same;

(v) Employee's continued violation of HART's written rules and policies(including any codes of conduct, employee handbooks, etc.) after writtennotices of same;

(vi) Employee's commission of any criminal act amounting to a felony or anyact of moral turpitude while employed as Interim Chief Executive Officerof HART;

(vii) Employee's conviction of an illegal act in her public or private capacityinvolving theft, fraud, misappropriation or embezzlement of funds;

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(viii) Employee's engagement in acts, which would constitute grounds forimmediate dismissal of any employee by HART under HART policies,now existing or as may be subsequently enacted.

(b) If the grounds for Employee's termination under Section 5(a)(ii) are other thanthose set forth in the preceding Section 6(a), HART shall retain Employee in her previous jobposition with HART, if requested by Employee, or otherwise shall retain the Employee as anadvisor for a period equal to twenty (20) weeks of this Agreement's effective date, with fullbenefits including the normal accrual of leave of any kind. The parties may also, by agreement ofboth parties, pay the entire salary for said period in a lump sum. However, if Employee isretained as an advisor, the compensation paid by HART to Employee shall be reduced by theamount received by Employee from another party for services rendered during the time in whichtermination pay is required. Employee hereby agrees to provide a copy of her tax retum(s) andall documents evidencing the receipt of any income for any such period as a consultant. In theevent of a lump sum payment, HART shall have no right to a reduction in the amount receivedby Employee and Employee shall have no duty to provide any tax retum(s) or incomedocumentation for this purpose.

(c) If this Agreement is terminated under Section 5(a)(iii), HART shall have noobligations under this Agreement other than providing such benefits to Employee as otheremployees of HART would be entitled to upon resignation.

(d) If this Agreement is terminated under Section 5(a) (iv) by Employee's disabilityor under Section Sea) (v) by death of Employee, HART shall provide the same benefits as HARTprovides to its other senior management personnel for such a termination.

Section 7: Performance of Standards and Evaluation

(a) Performance Standards and Evaluation for Merit Increase. The Board ofDirectors shall annually review the Employee based upon the performance standards currentlyapplicable to the performance of the Chief Executive Officer of HART. These standards may beupdated and/or elaborated by the Board of Directors. The Board of Directors may elect to granta merit increase at the level budgeted for non-bargaining unit employees based on adetermination that applicable performance standards have been achieved or exceeded.

(b) Time of Evaluations. Each of the above evaluations will, to the extent feasible,take place within six (6) to twelve (12) weeks after the end of each fiscal year unless the date forsame is otherwise extended by the Board of Directors and Employee, and shall take effect on thefirst day of the new fiscal year, unless the Board of Directors specifically denotes differently.

Section 8: Hold Harmless

To the extent permitted under the Florida Law, HART shall hold harmless Employeefrom any claim or legal action arising out of Employee's actions as Interim Chief Executive

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Officer of HART. Legal fees to defend the Employee will be paid by HART at the pointexpenses are incurred. If Employee is determined by a court to be guilty of breaking the law,Employee shall repay HART for all fees and costs expended in defending Employee.

Section 9: Other Terms and Conditions

(a) Any notice to HART under this Agreement shall be furnished in writing byEmployee to the Chairman at the business address on file. Any notice to Employee under thisAgreement shall be furnished in writing by HART to Employee at_--:---:-_--:-_--:- ' or such address as she shall specificallyprovide to the Chairman and General Counsel. All such notices must be sent by first-class mailor delivered in person by messenger or by some means, which evidences receipt of theinformation, by the recipient for such purposes.

(b) This Agreement contains the entire agreement of the parties and supersedes anyprior agreements or understandings whether oral or written.

(c) This Agreement can only be changed, terminated or modified by writtenagreement executed by both parties.

(d) This Agreement is personal to Employee and cannot be assigned to any otherperson.

(e) This Agreement shall be binding upon and inure to the benefit of the Employee'sexecutors and heirs.

(f) This Agreement shall be interpreted, construed and applied according to the Lawsof Florida. Venue for any action shall be in Hillsborough County.

(g) The invalidity or unenforceability of a particular provision of this Agreementshall not affect the other provisions hereof and the Agreement shall be construed in all respectsas if such invalid or unenforceable provision were omitted.

(h) The waiver by either party of a breach of any provision of this Agreement by theother shall not operate or be construed as a waiver of any subsequent breach by that party.

(i) In the event, during the term of this Agreement, HART or any part thereof, shouldbe liquidated or dissolved, or should discontinue its normal operations for any reason, orassigned in any way, resulting in the termination of Employee then the total compensation dueunder Section Four of this Agreement remaining unpaid shall be considered a debt of HART andshall not be discharged by reason of any of the stated events.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on thedate aforesaid.

By: +- ~ _=~Mich el Suarez, ChairmanHAR Board of Directors

Date: LrfoPo FI• I

Date: 6 -G- I~

1J J~<, \UCfL{Witness:Witness:

Exhibits: A. Position DescriptionB. Beneficiary (ies)

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Exhibit A

DESIGNATED BENEFICIARY

This attachment is an integral part, and by reference made part of the EmploymentAgreement between HART and Katharine Eagan effective ,2014.

I, Katharine Eagan, hereby designate W1J~~1-&t (ujle~tIL as abeneficiary of any funds due me under the provisions of this 70ntract' should termination be bydeath.

In the event of the death of 0tJ\1~1o~1 (Ct({~ , I designate theadministrator of my Will to receive the funds and distribute same for benefit of____~~0q 1- ~~C~~ _

~

\.

~ -------------

By: ~

Date: ~-c-I~

Witness:

# 5023670 v2

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ATTACHMENT III

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ATTACHMENT IATTACHMENT III

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ATTACHMENT III

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Hillsborough Transit Authority AGENDA

Executive Committee Meeting

Committee Members Commissioner Sandra Murman, LSP Committee Chair Commissioner Lesley “Les” Miller, Board Chair C John Melendez, F&A Committee Chair Rich McClain, Board Vice Chair Councilmember Mike Suarez, Board Secretary

HART Administrative Office 1201 E. 7th Avenue, 3rd Floor

Florida Conference Room Tampa, Florida 33605

Tuesday, November 28, 2017 2:00 p.m.

AGENDA Information not viewable is available upon request through the Clerk of the Board

phone: 813-384-6552 or e-mail: petitl@goHART.org TAB

CALL TO ORDER AND PLEDGE OF ALLEGIANCE

PUBLIC COMMENT ON AGENDA ITEMS (3 MINUTES PER SPEAKER)

1. COMMITTEE DISCUSSION ITEMS

a. CEO Search

b. CEO Criteria – Job Description

c. Transition Strategies – Appointment of Interim CEO

d. HART CEO Performance Evaluation for FY2017 and HART Employment Agreementwith Chief Executive OfficerDavid Smith, General Counsel

ADJOURNMENT

ATTACHMENT JATTACHMENT III

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Hillsborough Transit Authority Executive/Transition Committee Meeting

November 28, 2017 ______________________________________________________________________________

COMMITTEE DISCUSSION ITEM

CEO Search and Transition Strategies HART Board Chair Miller requested that the Executive Committee convene to make recommendations regarding the search process for a new CEO, and to discuss transition strategies.

The following constitutes some options for immediate action as well as longer-term transition strategies.

OPTIONS FOR IMMEDIATE ACTION

Point Person

The Board may choose to designate a point of contact for search and transition matters. This could be a staff person, except Interim CEO, or someone outside the organization, but it should not be someone who aspires to the CEO position.

HART General Counsel is prepared to assist with contractual matters and procedural concerns such as Sunshine law requirements.

Search Firm

The Board may want to engage the services of an executive search firm to conduct a nationwide search, which could be solicited through a Request for Proposals (RFP). The RFP would ask for the firms’ credentials, recent successful searches, availability to respond quickly, proposed approach to a search, familiarity and experience in dealing with Florida Statutes (particularly open meeting requirements), and fee structure. An executive search firm specializing in the transit industry would enable the Board to seek out and recruit highly qualified candidates who might not otherwise apply for the position.

On November 13, 2017, the PSTA Finance Committee approved an executive search contract, which will be on the consent agenda for their December regular Board meeting. This contract will be awarded to seven firms: Sun Shine Enterprises, Krauthamer & Associates, Renee Narloch & Associates, Juri Solutions, Slavin Management Consultants, KL2 Connects, LLC, and TransPro Consulting. The language in the solicitation allows HART to utilize this contract if it desires. See Attachment III for a copy of the PSTA Committee action item for details.

Alternative to Search Firm

If the Board chooses not to engage an executive search firm, recruiting a new CEO could be handled in-house using HART Human Resources Department to advertise, screen applications, and arrange interviews with the top candidates for the Board’s consideration. Should this be the approach used by the Board, any decisions to narrow the field of applicants and select the top-ranked candidate would need to be made in close consultation with the Board.

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Hillsborough Transit Authority Executive/Transition Committee Meeting

November 28, 2017 ______________________________________________________________________________

Recommendation by the Executive Committee:

That the Executive Committee determine whether to use a search firm or handle the recruitment through HART Human Resources Department; and advance the recommendation to the full Board of Directors at their December 4, 2017 Regular Board meeting. In either case, the selection of the Chief Executive Officer rests with the Board of Directors.

Chief Executive Officer Criteria

The current position description for the Chief Executive Officer is attached; however, it is recommended that the Board identify those qualities or experiences that are a priority. This would provide clear direction to the search entity.

Early Action

To accelerate the recruitment process, the Board might also want to place an advertisement in Passenger Transport, the transit industry weekly publication, soliciting letters of interest and resumes from candidates for the CEO position. Should the Board choose to use a search firm, these resumes would be turned over to the firm for their consideration.

Transition Strategies

The Board may appoint an interim CEO. This appointee could be from either the existing staff or someone from outside the organization.

Recommendation:

That the Executive Committee form a recommendation on an approach to the transition; and advance the recommendation to the full Board of Directors at their December 4, 2017 Regular Board meeting.

Attachment: Position Description for Chief Executive Officer

Prepared by: Lena Petit, Director of Executive Office and Board Support

Reviewed by: David Smith, HART General Counsel

Approved by: Katharine Eagan, AICP, Chief Executive Officer

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ACTION ITEM

Professional Recruiting Contracts

Action: Award Contracts to Sunshine Enterprise USA LLC, Krauthamer &

Associates, Renee Narloch & Associates, Juri Solutions, Slavin

Management Consultants, KL2 Connects, LLC, and TransPro Consulting

in an Amount Not to Exceed $300,000 Per Firm for the Duration of the

Contracts.

CONSENT OR ACTION ITEM

Staff Resource: Larry Longenecker, Director of HR

Alvin Burns, Director of Procurement

Background:

PSTA may have current and future needs for recruiting services that will conduct

national searches for the most qualified individuals to fill various positions.

On August 11, 2017 a Request for Proposal (RFP) was issued in compliance with

PSTA’s procurement policies. The solicitation was posted on PSTA’s website and

DemandStar with direct notices sent to PSTA’s supplier list.

The term of the contract shall be for three years from award of contract, with two

one-year options not to exceed five years.

On September 19, 2017 seven proposals were received.

Review factors were:

o Qualifications of the firm (400 points)

o Management Plan and Schedule (300 points)

o Proposed Fee (300 points)

The Evaluation Committee met on October 26, 2017 to discuss its evaluation findings

and was provided an opportunity for rescoring proposals based upon discussion of

findings by the Committee.

All proposals were deemed responsive and prices considered fair and reasonable.

A responsibility review was conducted on each of the seven firms.

The contracts do not guarantee any amount of work or expenses. Anytime PSTA

needs a professional recruiting service, a task order will be issued based on the

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ATTACHMENT III

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firms’ expertise and agreed upon pricing.

Fiscal Impact:

Recruitments are conducted on an as‐needed basis with the recruitment cost usually

offset by the salary vacancy savings for the recruited position. In addition an

estimate for recruiting costs is included in the annual operating budget.

It is proposed that each firm be contracted for up to five years (three initial years

plus two additional option years at the direction of the PSTA CEO with Board

notification) or $300,000 in allocated task orders per firm, whichever comes first.

Recommendation:

Award contracts to Sunshine Enterprise USA LLC, Krauthamer & Associates, Renee

Narloch & Associates, Juri Solutions, Slavin Management Consultants, KL2

Connects, LLC, and TransPro Consulting in an amount not to exceed $300,000 per

firm for the duration of the contract.

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HILLSBOROUGH AREA REGIONAL TRANSIT AUTHORITY JOB DESCRIPTION

Job Title: Chief Executive Officer

Pay Grade: E-10

Division: Executive Job Code: 16728 Department: Executive FLSA/EEO: Exempt Reports To: Board of Directors Supervises: Executive Team

GENERAL SUMMARY

The Chief Executive Officer (CEO) works under authority granted by the Hillsborough Area Regional Transit Authority (HART) Board of Directors and is responsible for directing the business of HART with the objective of providing efficient, safe and reliable transit services to the public and ensuring that these operations and activities are carried out within the policies, budgets, and program limitations. Establishes short and long-range objectives, plans and policies subject to the approval of the Board of Directors. Plans, administers, directs, oversees, and evaluates the activities and operations of HART including the bus, rail, and administrative operations. Represents the interests of HART with customers, community stakeholders, and governmental officials. Responsible for developing a high performing organizational culture to carry out the mission and vision for HART.

ESSENTIAL DUTIES AND RESPONSIBILITIES:

The following is intended to describe the general nature and level of work being performed. This is not intended to be construed as an exhaustive list of all responsibilities, duties and skills required of the position

Strategic Development

• Plans transit operations strategy, policy and objectives consistent with established short and long-term performance and productivity goals and objectives for HART.

• Coordinates with staff in the analysis and assessment of statistical data, information and studiesrelating to industry trends and internal operational performance.

• Designs plans to increase utilization of transit services. Prepares and presents organizationaldevelopment, growth and general operational plans to the governing board for approval.

• Discerns proper courses of action for the implementation of established HART strategies.• Produces plans regarding staffing, departmental support and operations performed to

incorporate strategy, and communicates information to appropriate staff for timely and effective implementation.

• Provides strategic vision for developing innovative programs to address transportation needs.• Plans and implements new projects, programs and initiatives to build a more effective,

sustainable and sound organization.

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Operations Management

• Directs and coordinates staff and/or consulting/contracted efforts in the performance of specified operations and program implementation. Ensures all activities relating to transit programs are conducted in accordance with established policies and procedures.

• Through consultation with appropriate staff, prepares and presents plans for the negotiation and execution of contracts, leases or other agreements involving the commitment of HART resources, facilities and/or personnel.

• Oversees the acquisition, development, operation, maintenance, repair and improvement of HART facilities and equipment.

• Oversees and coordinates with appropriate staff in the development and implementation of short and long-term operations plans.

• Regularly evaluates, formulates and administers approaches to maximize available financialresources to implement innovative transit solutions.

Personnel Management

• Coordinates and approves the selection and proper performance of all HART positions, ensuring staffing levels are maintained for maximum efficient operational output.

• Monitors the maintenance of a highly qualified and effective staff.• Establishes metrics and evaluates the performance of all direct reports.

Budget Management

• Directs the formulation of annual operating and capital budgets for HART. Directs the adherence to specified budgets to maintain maximum overall productivity.

• Evaluates operational facilities necessitating capital investments and formulates corresponding cost-effective strategies to implement necessary improvements.

• Amends and presents to the governing board proposed expenditure modifications, changes or additions as necessary to facilitate optimal organizational performance.

Marketing and Communications

• Directs activities and promotions to optimize the success of multimodal transit services to achieve community and national awareness of HART.

• Represents HART interests through travel, meetings, industry-related committees, andcommunity involvement.

• Communicates with local, state and national governmental agencies to foster strong working relationships and promote HART interests.

• Maintains current knowledge of trends in the transit industry.• Engages in meaningful dialogue and delivers presentations to promote the interests and

services of HART.• Maintains open communications with the Board of Directors related to organizational matters

in a timely and accurate manner.• Develops and maintains an effective marketing plan to support the service planning process,

promoting HART and increasing ridership.

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MINIMUM QUALIFICATIONS:

Education and Experience: • A bachelor’s degree from an accredited college or university is required with major course

work in transportation administration, public administration, business administration, or a closely related field.

• Ten (10) to twelve (12) years of increasingly responsible transit-related experience.• Minimum of eight (8) years management experience, preferably in public transportation or

public administration, including five (5) years in an executive management position with supervisory responsibilities, preferably over two or more departments.

Knowledge, Skills and Abilities: • Experience with developing high performing teams.• Experience with obtaining funding for organizational operations from other governmental

agencies, public-private partnerships (P3) and other creative funding opportunities.• Experience as a change agent, operating at the highest level of an organization.• Direct experience working within government and political environments, and in working with

lobbyists, elected officials and labor union leaders.• Experience working with and reporting to a governing board.• Experience with proven success in organizational transformation resulting in improved

efficiency and effectiveness and enhanced brand value.

Licenses/Certifications: • Must be able to obtain and maintain a valid Florida Driver’s License within 10 days of hire or

moving to the State of Florida.

SAFETY: Physical Demands/Work Environment: • Work is performed in a standard office environment. Incumbent may sometimes be located in

an outdoor, street, community or shop environment.• Subject to standing, walking, bending, reaching, stooping, and lifting of objects up to 25

pounds.• Occasional exposure to chemicals, noise, and outdoor elements.• Subject to all weather conditions.

HART promotes a safe and healthy work environment and provides appropriate safety and equipment training for all personnel as required.

ADA Compliance: HART is committed to equal employment opportunity for all persons, regardless of race, color, creed, national origin, sex, age, marital status, sexual orientation, gender identity or expression, disability, veteran status or other status protected by Federal or State laws. Reasonable accommodations are available to persons with disabilities during the application process and/or interview process in accordance with the Americans with Disabilities Act.

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ATTACHMENT III

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HILLSBOROUGH TRANSIT AUTHORITY EMPLOYMENT AGREEMENT WITH

INTERIM CHIEF EXECUTIVE OFFICER

THIS Employment Agreement ("Agreement") is made and entered into on this 5th day of December, 2017, by and between the HILLSBOROUGH TRANSIT AUTHORITY, hereinafter referred to as "HART" and JEFFREY SEWARD, hereinafter referred to as the "Employee".

WHEREAS, the Board of Directors of HART ("Board of Directors") is authorized pursuant to Florida Statute §163.565, et seq., and its Charter to enter into contracts on behalf of HART and to appoint and fix the compensation of the Executive Administrator; and

WHEREAS, the Employee was appointed Interim Chief Executive Officer by the Board of Directors on or about December 5, 2017 ("Effective Date"); and

WHEREAS, HART desires to employ Employee on an interim basis as Executive Administrator, under the title Interim Chief Executive Officer, and Employee desires such employment; and

NOW THEREFORE , in consideration of the terms and conditions of this Agreement, the parties hereby agree as follows:

Section 1: Duties and Responsibilities

(a) HART agrees to employ the Employee as Interim Chief Executive Officer and theEmployee hereby accepts such employment upon the terms and conditions set forth in this Agreement.

(b) Employee shall, and agrees to perform in good faith, the duties andresponsibilities of Chief Executive Officer as provided herein.

(c) Employee shall maintain his office at the headquarters of HART.

(d) Employee shall supervise and manage the affairs of HART under the direction ofthe Board of Directors, and shall perform such other duties and responsibilities as may be assigned from time-to-time by the Board of Directors.

(e) The Employee shall report to and be accountable to the HART Board ofDirectors, by and through its Chairman ("Chairman"), for the satisfactory performance of his duties. Section 2: Conditions of Employment

(a) Employee shall devote his entire productive time, attention, skill and energies tothe business of HART, subject to the policies, supervision and direction of the Board of Directors.

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(b) Employee shall not, during the term of this Agreement be engaged in any otherbusiness unless such other activity has been authorized in writing by the HART Board of Directors. Activities involving State or National trade organizations are considered the business of HART. The provisions of this paragraph are not intended to restrain Employee from normal civic activities, professional and academic studies, publication activities, or time in such activities. The Employee may do minimal part-time work, such as lecturing or expert testimony if authorized by the Chairman.

(c) Upon the request of HART, Employee shall furnish to HART an application forfidelity bond acceptable to a surety named by HART. The cost of the bond, if any, shall be borne by HART.

Section 3: Term of Employment

Subject to the provisions for termination set forth in Section 5 of this Agreement, the term of Employee's employment under this Agreement shall continue until ____________ _____, 2018. The term of employment may be extended at any time during its term by mutual written agreement of HART, as authorized by the Board of Directors, and Employee.

Section 4: Compensation

As compensation to Employee for the services rendered to HART, Employee shall be paid a base salary at an annual rate of One Hundred Eighty Thousand and NO/100 Dollars ($180,000.00) starting as of the Effective Date.

(a) Employee shall accrue annual leave at the rate accrued by senior employeespursuant to HART's employment policies.

(b) HART agrees to purchase, or be self-insured, for Officer's Liability Insurancecovering the Employee in an amount, set by the Board of Directors at its discretion, and equal to that provided for the members of the Board of Directors.

(c) Employee shall not receive deferred compensation during his interimemployment under this Agreement.

(d) Employee shall additionally be entitled to the conditions of employment whichare, from time to time, available generally to other non-bargaining unit employees of HART, excluding cost-of-living changes to his base salary, but including without limitation, merit

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evaluations and possible resulting increases, and dental or other group insurance, disability benefits, holidays, sick leave, and participation in HART's other deferred compensation plans, pension and retirement program, in addition to those items of additional compensation specifically set forth herein. Sick leave, which is accumulated by the Employee, shall be treated consistently with the policy for said leave applicable to non-bargaining unit employees.

(e) Consistent with paragraph (d) above, HART shall pay any applicablepremiums to the same degree as other non-bargaining employees provided. In addition, HART shall reimburse Employee for an annual Executive Physical performed in Hillsborough County, to the extent that said expense is not covered by insurance.

(f) HART shall reimburse Employee for reasonable and necessary expenses ofthe Employee incurred in the performance of his duties and responsibilities as set out in this Agreement upon presentation, in accordance with HART's procedures for determining authenticity and reasonableness of expenses and based upon detailed statements of such expenses.

(g) HART shall pay dues, memberships, and associated expenses related to theperformance of his duties. The payment of such expenses is a general benefit to HART, serves the best interests of HART and shall not be considered as compensation to Employee. Employee shall be entitled to accumulate frequent flyer miles and hotel affinity program rewards.

(h) The Employee' s designation of beneficiary for any and all benefits, whichsurvive his death, is attached to this Agreement and by reference made part hereof as Exhibit A. The Employee may, at his discretion, change the designated beneficiary by notifying HART in writing of the change without affecting any other provision of this Agreement.

Section 5: Termination/Suspension

(a) This Agreement may be terminated:

(i) by mutual agreement of Employee and HART, and upon such termsand conditions as are agreed to in writing by Employee and HART;

(ii) by the adoption of a resolution approved by the affirmative vote ofthe Board of Directors for the removal of Employee as Interim ChiefExecutive Officer;

(iii) by resignation of Employee, provided Employee shall have providedninety (90) days written notice, unless the parties otherwise agree inwriting;

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(iv) by HART if Employee is unable to perform his duties andresponsibilities because of sickness, accident, injury, mentalincapacity, or health for a period of three (3) successive months; and

(v) by the death of the Employee.

(b) HART may suspend the Employee with full pay and benefits by the adoption of aresolution setting forth the reasons for the suspension approved by the affirmative vote of the Board of Directors.

(c) Notwithstanding the foregoing, nothing in this Agreement shall limit the rightsand remedies the parties may otherwise have in the event of a breach of this Agreement by the other party not cured within thirty (30) days from the notice of such breach.

Section 6: Compensation after Termination

(a) If this Agreement is terminated under Section 5(a)(ii) by the adoption of aresolution and the grounds for Employee's termination are "for cause", HART shall have no further obligation under this Agreement other than as specifically provided herein, and said termination shall be effective as set forth in said resolution. "For cause" is defined as the following:

(i) Misconduct by the Employee as defined m Section 443.036, FloridaStatutes;

(ii) Employee's willful, deliberate and intentional breach of duties, obligationsor policies of HART;

(iii) Employee' s willful, deliberate and intentional violation of Part III,Chapter 112, Florida Statutes, Code of Ethics for Public Officers andEmployees;

(iv) Employee's continued neglect of duties or obligations required of theInterim Chief Executive Officer after written notice of same;

(v) Employee' s continued violation of HART's written rules and policies(including any codes of conduct, employee handbooks, etc.) after writtennotices of same;

(vi) Employee' s commission of any criminal act amounting to a felony or anyact of moral turpitude while employed as Interim Chief Executive Officerof HART;

(vii) Employee's conviction of an illegal act in his public or private capacityinvolving theft, fraud, misappropriation or embezzlement of funds;

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(viii) Employee's engagement in acts, which would constitute grounds forimmediate dismissal of any employee by HART under HART policies,now existing or as may be subsequently enacted.

(b) If the grounds for Employee' s termination under Section 5(a)(ii) are other thanthose set forth in the preceding Section 6(a), HART shall retain Employee in his previous job position with HART as the Chief Financial Officer and at his salary as of the Effective Date hereof with any applicable cost of living adjustments with full benefits including the normal accrual of leave of any kind.

(c) If this Agreement is terminated under Section 5(a)(iii), HART shall have noobligations under this Agreement other than providing such benefits to Employee as other employees of HART would be entitled to upon resignation.

(d) If this Agreement is terminated under Section 5(a) (iv) by Employee's disabilityor under Section 5(a) (v) by death of Employee, HART shall provide the same benefits as HART provides to its other senior management personnel for such a termination.

Section 7: Performance of Standards and Evaluation

(a) Performance Standards and Evaluation for Merit Increase. The Board ofDirectors shall annually review the Employee based upon the performance standards currently applicable to the performance of the Chief Executive Officer of HART. These standards may be updated and/or elaborated by the Board of Directors. The Board of Directors may elect to grant a merit increase at the level budgeted for non-bargaining unit employees based on a determination that applicable performance standards have been achieved or exceeded.

(b) Time of Evaluations. Each of the above evaluations will, to the extent feasible,take place within six (6) to twelve (12) weeks after the end of each fiscal year unless the date for same is otherwise extended by the Board of Directors, and shall take effect on the first day of the new fiscal year, unless the Board of Directors specifically denotes differently.

Section 8: Hold Harmless

To the extent permitted under the Florida Law, HART shall hold harmless Employee from any claim or legal action arising out of Employee's actions as Interim Chief Executive

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Officer of HART. Legal fees to defend the Employee will be paid by HART at the point expenses are incurred. If Employee is determined by a court to be guilty of breaking the law, Employee shall repay HART for all fees and costs expended in defending Employee.

Section 9: Other Terms and Conditions

(a) Any notice to HART under this Agreement shall be furnished in writing byEmployee to the Chairman at the business address on file. Any notice to Employee under this Agreement shall be furnished in writing by HART to Employee at _________________________, or such address as she shall specifically provide to the Chairman and General Counsel. All such notices must be sent by first-class mail or delivered in person by messenger or by some means, which evidences receipt of the information, by the recipient for such purposes.

(b) This Agreement contains the entire agreement of the parties and supersedes anyprior agreements or understandings whether oral or written.

(c) This Agreement can only be changed, terminated or modified by writtenagreement executed by both parties.

(d) This Agreement is personal to Employee and cannot be assigned to any otherperson.

(e) This Agreement shall be binding upon and inure to the benefit of the Employee'sexecutors and heirs.

(f) This Agreement shall be interpreted, construed and applied according to the Lawsof Florida. Venue for any action shall be in Hillsborough County.

(g) The invalidity or unenforceability of a particular provision of this Agreementshall not affect the other provisions hereof and the Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

(h) The waiver by either party of a breach of any provision of this Agreement by theother shall not operate or be construed as a waiver of any subsequent breach by that party.

(i) In the event, during the term of this Agreement, HART or any part thereof, shouldbe liquidated or dissolved, or should discontinue its normal operations for any reason, or assigned in any way, resulting in the termination of Employee then the total compensation due under Section Four of this Agreement remaining unpaid shall be considered a debt of HART and shall not be discharged by reason of any of the stated events.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date aforesaid.

By: ____________________________ By: ______________________________ Lesley “Les” Miller, Chairman Jeffrey Seward HART Board of Directors Employee Date: _____________ Date: _____________ __________________________________ ___________________________________ Witness: Witness: _________________________________ ___________________________________ Witness: Witness: Approved as to form HART General Counsel Date: Exhibits: A. Position Description

B. Beneficiary (ies)

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# 10622171 v2

Exhibit A DESIGNATED BENEFICIARY

This attachment is an integral part, and by reference made part of the Employment Agreement between HART and Jeffrey Seward effective _____________, 2017. I, Jeffrey Seward, hereby designate _________________________________ as a beneficiary of any funds due me under the provisions of this contract should termination be by death. In the event of the death of _________________________________, I designate the administrator of my Will to receive the funds and distribute same for benefit of _______________________________________________. By:___________________________________ Date: _____________ ________________________________ ___________________________________ Witness: Witness:

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HILLSBOROUGH TRANSIT AUTHORITYEMPLOYMENT AGREEMENT WITH

INTERIM CHIEF EXECUTIVE OFFICER

THIS Employment Agreement ("Agreement") is made and entered into on this 2nd dayof June, 2014, by and between the HILLSBOROUGH TRANSIT AUTHORITY, hereinafterreferred to as "HART" and KATHARINE EAGAN, hereinafter referred to as the "Employee".

WHEREAS, the Board of Directors of HART ("Board of Directors") is authorizedpursuant to Florida Statute §163.565, et seq., and its Charter to enter into contracts on behalf ofHART and to appoint and fix the compensation of the Executive Administrator; and

WHEREAS, the Employee was appointed Interim Chief Executive Officer by the Boardof Directors on or about April 7, 2014 ("Effective Date"); and

WHEREAS, HART desires to employ Employee on an interim basis as ExecutiveAdministrator, under the title Interim Chief Executive Officer, and Employee desires suchemployment; and

NOW THEREFORE, in consideration of the terms and conditions of this Agreement, theparties hereby agree as follows:

Section 1: Duties and Responsibilities

(a) HART agrees to employ the Employee as Interim Chief Executive Officer and theEmployee hereby accepts such employment upon the terms and conditions set forth in thisAgreement.

(b) Employee shall, and agrees to perform in good faith, the duties andresponsibilities of Chief Executive Officer as provided herein.

(c) Employee shall maintain her office at the headquarters of HART.

(d) Employee shall supervise and manage the affairs of HART under the direction ofthe Board of Directors, and shall perform such other duties and responsibilities as may beassigned from time-to-time by the Board of Directors.

(e) The Employee shall report to and be accountable to the HART Board ofDirectors, by and through its Chairman ("Chairman"), for the satisfactory performance of herduties.

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Section 2: Conditions of Employment

(a) Employee shall devote her entire productive time, attention, skill and energies tothe business of HART, subject to the policies, supervision and direction of the Board ofDirectors.

(b) Employee shall not, during the term of this Agreement be engaged in any otherbusiness unless such other activity has been authorized in writing by the HART Board ofDirectors. Activities involving State or National trade organizations are considered the businessof HART. The provisions of this paragraph are not intended to restrain Employee from normalcivic activities, professional and academic studies, publication activities, or time in suchactivities. The Employee may do minimal part-time work, such as lecturing or expert testimonyif authorized by the Chairman.

(c) Upon the request of HART, Employee shall furnish to HART an application forfidelity bond acceptable to a surety named by HART. The cost of the bond, if any, shall beborne by HART.

Section 3: Term of Employment

Subject to the provisions for termination set forth in Section 5 of this Agreement, the term ofEmployee's employment under this Agreement shall continue until May 31, 2015. The term ofemployment may be extended at any time during its term by mutual written agreement of HART,as authorized by the Board of Directors, and Employee.

Section 4: Compensation

As compensation to Employee for the services rendered to HART, Employee shall be paid a basesalary at an annual rate of One Hundred Sixty-Three Thousand Dollars ($163,000.00) starting asof the Effective Date.

(a) Employee shall accrue annual leave at the rate accrued by senior employeespursuant to HART's employment policies.

(b) HART agrees to purchase, or be self-insured, for Officer's Liability Insurancecovering the Employee in an amount, set by the Board of Directors at its discretion, and equal tothat provided for the members of the Board of Directors.

(c) Employee shall not receive deferred compensation during her interimemployment under this Agreement.

(d) Employee shall additionally be entitled to the conditions of employment whichare, from time to time, available generally to other non-bargaining unit employees of HART,excluding cost-of-living changes to her base salary, but including without limitation, merit

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evaluations and possible resulting increases, and dental or other group insurance, disabilitybenefits, holidays, sick leave, and participation in HART's other deferred compensation plans,pension and retirement program, in addition to those items of additional compensationspecifically set forth herein. Sick leave, which is accumulated by the Employee, shall be treatedconsistently with the policy for said leave applicable to non-bargaining unit employees.

(e) Consistent with paragraph (d) above, HART shall pay any applicable premiums tothe same degree as other non-bargaining employees provided. In addition, HART shallreimburse Employee for an annual Executive Physical performed in Hillsborough County, to theextent that said expense is not covered by insurance.

(f) HART shall reimburse Employee for reasonable and necessary expenses of theEmployee incurred in the performance of her duties and responsibilities as set out in thisAgreement upon presentation, in accordance with HART's procedures for determiningauthenticity and reasonableness of expenses and based upon detailed statements of suchexpenses.

(g) HART shall pay dues, memberships, and associated expenses related to theperformance of her duties. The payment of such expenses is a general benefit to HART, servesthe best interests of HART and shall not be considered as compensation to Employee. Employeeshall be entitled to accumulate frequent flyer miles and hotel affinity program rewards.

(h) The Employee's designation of beneficiary for any and all benefits, which surviveher death, is attached to this Agreement and by reference made part hereof as Exhibit A. TheEmployee may, at her discretion, change the designated beneficiary by notifying HART inwriting of the change without affecting any other provision of this Agreement.

Section 5: Termination/Suspension

(a) This Agreement may be terminated:

(i) by mutual agreement of Employee and HART, and upon such terms andconditions as are agreed to in writing by Employee and HART;

(ii) by the adoption of a resolution approved by the affirmative vote of theBoard of Directors for the removal of Employee as Interim ChiefExecutive Officer;

(iii) by resignation of Employee, provided Employee shall have providedninety (90) days written notice, unless the parties otherwise agree inwriting;

(iv) by HART if Employee is unable to perform her duties and responsibilitiesbecause of sickness, accident, injury, mental incapacity, or health for aperiod of three (3) successive months; and

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(v) by the death of the Employee.

(b) HART may suspend the Employee with full pay and benefits by the adoption of aresolution setting forth the reasons for the suspension approved by the affirmative vote of theBoard of Directors.

(c) Notwithstanding the foregoing, nothing in this Agreement shall limit the rightsand remedies the parties may otherwise have in the event of a breach of this Agreement by theother party not cured within thirty (30) days from the notice of such breach.

Section 6: Compensation after Termination

(a) If this Agreement is terminated under Section 5(a)(ii) by the adoption of aresolution and the grounds for Employee's termination are "for cause", HART shall have nofurther obligation under this Agreement other than as specifically provided herein, and saidtermination shall be effective as set forth in said resolution. "For cause" is defined as thefollowing:

(i) Misconduct by the Employee as defined III Section 443.036, FloridaStatutes;

(ii) Employee's willful, deliberate and intentional breach of duties, obligationsor policies of HART;

(iii) Employee's willful, deliberate and intentional violation of Part III,Chapter 112, Florida Statutes, Code of Ethics for Public Officers andEmployees;

(iv) Employee's continued neglect of duties or obligations required of theInterim Chief Executive Officer after written notice of same;

(v) Employee's continued violation of HART's written rules and policies(including any codes of conduct, employee handbooks, etc.) after writtennotices of same;

(vi) Employee's commission of any criminal act amounting to a felony or anyact of moral turpitude while employed as Interim Chief Executive Officerof HART;

(vii) Employee's conviction of an illegal act in her public or private capacityinvolving theft, fraud, misappropriation or embezzlement of funds;

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(viii) Employee's engagement in acts, which would constitute grounds forimmediate dismissal of any employee by HART under HART policies,now existing or as may be subsequently enacted.

(b) If the grounds for Employee's termination under Section 5(a)(ii) are other thanthose set forth in the preceding Section 6(a), HART shall retain Employee in her previous jobposition with HART, if requested by Employee, or otherwise shall retain the Employee as anadvisor for a period equal to twenty (20) weeks of this Agreement's effective date, with fullbenefits including the normal accrual of leave of any kind. The parties may also, by agreement ofboth parties, pay the entire salary for said period in a lump sum. However, if Employee isretained as an advisor, the compensation paid by HART to Employee shall be reduced by theamount received by Employee from another party for services rendered during the time in whichtermination pay is required. Employee hereby agrees to provide a copy of her tax retum(s) andall documents evidencing the receipt of any income for any such period as a consultant. In theevent of a lump sum payment, HART shall have no right to a reduction in the amount receivedby Employee and Employee shall have no duty to provide any tax retum(s) or incomedocumentation for this purpose.

(c) If this Agreement is terminated under Section 5(a)(iii), HART shall have noobligations under this Agreement other than providing such benefits to Employee as otheremployees of HART would be entitled to upon resignation.

(d) If this Agreement is terminated under Section 5(a) (iv) by Employee's disabilityor under Section Sea) (v) by death of Employee, HART shall provide the same benefits as HARTprovides to its other senior management personnel for such a termination.

Section 7: Performance of Standards and Evaluation

(a) Performance Standards and Evaluation for Merit Increase. The Board ofDirectors shall annually review the Employee based upon the performance standards currentlyapplicable to the performance of the Chief Executive Officer of HART. These standards may beupdated and/or elaborated by the Board of Directors. The Board of Directors may elect to granta merit increase at the level budgeted for non-bargaining unit employees based on adetermination that applicable performance standards have been achieved or exceeded.

(b) Time of Evaluations. Each of the above evaluations will, to the extent feasible,take place within six (6) to twelve (12) weeks after the end of each fiscal year unless the date forsame is otherwise extended by the Board of Directors and Employee, and shall take effect on thefirst day of the new fiscal year, unless the Board of Directors specifically denotes differently.

Section 8: Hold Harmless

To the extent permitted under the Florida Law, HART shall hold harmless Employeefrom any claim or legal action arising out of Employee's actions as Interim Chief Executive

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Officer of HART. Legal fees to defend the Employee will be paid by HART at the pointexpenses are incurred. If Employee is determined by a court to be guilty of breaking the law,Employee shall repay HART for all fees and costs expended in defending Employee.

Section 9: Other Terms and Conditions

(a) Any notice to HART under this Agreement shall be furnished in writing byEmployee to the Chairman at the business address on file. Any notice to Employee under thisAgreement shall be furnished in writing by HART to Employee at_--:---:-_--:-_--:- ' or such address as she shall specificallyprovide to the Chairman and General Counsel. All such notices must be sent by first-class mailor delivered in person by messenger or by some means, which evidences receipt of theinformation, by the recipient for such purposes.

(b) This Agreement contains the entire agreement of the parties and supersedes anyprior agreements or understandings whether oral or written.

(c) This Agreement can only be changed, terminated or modified by writtenagreement executed by both parties.

(d) This Agreement is personal to Employee and cannot be assigned to any otherperson.

(e) This Agreement shall be binding upon and inure to the benefit of the Employee'sexecutors and heirs.

(f) This Agreement shall be interpreted, construed and applied according to the Lawsof Florida. Venue for any action shall be in Hillsborough County.

(g) The invalidity or unenforceability of a particular provision of this Agreementshall not affect the other provisions hereof and the Agreement shall be construed in all respectsas if such invalid or unenforceable provision were omitted.

(h) The waiver by either party of a breach of any provision of this Agreement by theother shall not operate or be construed as a waiver of any subsequent breach by that party.

(i) In the event, during the term of this Agreement, HART or any part thereof, shouldbe liquidated or dissolved, or should discontinue its normal operations for any reason, orassigned in any way, resulting in the termination of Employee then the total compensation dueunder Section Four of this Agreement remaining unpaid shall be considered a debt of HART andshall not be discharged by reason of any of the stated events.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on thedate aforesaid.

By: +- ~ _=~Mich el Suarez, ChairmanHAR Board of Directors

Date: LrfoPo FI• I

Date: 6 -G- I~

1J J~<, \UCfL{Witness:Witness:

Exhibits: A. Position DescriptionB. Beneficiary (ies)

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813-273-5166

DAVID.SMITH@GRAY-ROBINSON.COM

401 EAST JACKSON STREET SUITE 2700

POST OFFICE BOX 3324 (33601-3324) TAMPA, FLOR ID A 33602

T E L 813-273-5000 F A X 813-273-5145 gray-robinson.com

MEMORANDUM

BOCA RATON

FORT LAUDERDALE

FORT MYERS

GAINESVILLE

JACKSONVILLE

KEY WEST

LAKELAND

MELBOURNE

MIAMI

NAPLES

ORLANDO

TALLAHASSEE

TAMPA

TO: HART Board of Directors

FROM: David L. Smith

DATE: November 15, 2017

SUBJECT: CEO Employment Agreement

With the impending departure of Katharine Eagan, there are some matters the Board may need to address. As such, I wanted to point out certain terms, conditions and provisions of her Employment Agreement (attached) for your consideration so that you would know what is a contractual obligation and what is a matter of Board discretion.

A. Section 4: Compensation

1. Subparagraph (c): “Employee shall receive deferred compensation during her employmentunder this Agreement at the rate of fifteen percent (15%) of Base Salary or Thirty-Two ThousandEight Hundred Sixty-Eight Dollars ($32,868.94) (“Deferred Compensation”) prorated annuallyfor any partial years.” (emphasis supplied). Clearly, the CEO, as a matter of contract, is entitledto a prorated amount of Deferred Compensation.

2. Subparagraph (d) says that the Employee “shall additionally be entitled to the conditionsof employment which are, from time to time, available generally to other non-bargaining unitemployees of HART, excluding cost of living changes to her Base Salary, but including withoutlimitation, merit evaluations and possible resulting increases …” (emphasis supplied).Although, pursuant to the language of this provision, it appears that the CEO is “entitled” to “meritevaluations” with respect to increases in compensation it is only “possible resulting increases”.This subparagraph has to be read in conjunction with Section 7 described below.

3. Subparagraph (i) indicates that “compensation shall be determined by HART pursuant toSection 7, paragraph (a) herein. HART shall also have the option to increase the annualcompensation of Employee based upon existing market considerations as evaluated by the HARTBoard of Directors.” The important thing here is that the overall “compensation” is supposed togoverned by “Section 7(a).” That would seem to cure any ambiguity with regard to provisions inSection 4. Accordingly, we need to recur to Section 7(a) for the compensation requirements.

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B. Section 5: Termination/Suspension

1. Subparagraph (a)(iii), indicates that the Agreement may be terminated “by resignation of Employee provided Employee shall have provided ninety (90) days written notice.” It is my understanding that this is the basis on which the Employment Agreement is being terminated. That is relevant because of the provisions of Section 6 dealing with Compensation after Termination.

C. Section 6: Compensation After Termination

1. Subparagraph (b) states indicates that if the Agreement “is terminated under Section 5(a)(iii), HART shall have no obligations under this Agreement other than providing such benefits to Employee as other employees of HART would be entitled to upon resignation.” We will need to have someone from HR advise us with respect to what those “benefits” are. It is also unclear whether the phrase “no obligations under this Agreement” is intended to vitiate the obligation otherwise to pay a pro rata amount of Deferred Compensation. This is a non-issue if “other employees of HART” receive a prorated annual payment of Deferred Compensation as part of their benefits upon resignation. Finally, the argument would be that Deferred Compensation, was in fact earned and not paid because it was “deferred”. That would indicate more of an “entitlement” beyond that which is indicated in Section 4(c). On balance, therefore, my view would be that we have to pay the prorated Deferred Compensation.

D. Section 7: Performance of Standards and Evaluation

1. Subparagraph (a), indicates that the “Board of Directors shall annually review the Employee based upon the performance standards currently applicable to the performance of the Chief Executive Officer of HART….. Board of Directors may elect to grant a merit increase from zero up to the maximum level budgeted for non-bargaining unit employees based on the review of applicable performance standards. Such merit increase shall be effective on the same day as the merit increase is effective for non-bargaining unit employees. Additionally, the Board of Directors may evaluate the performance of the Chief Executive Officer on other more subjective criteria that the Board should deem appropriate and determine whether an additional merit increase would be appropriate and if so, in what amount.” Based on the language of this paragraph, the annual evaluation seems to be mandatory because it uses the word “shall”. Any merit increase, however, seems to be optional because it says the Board “may elect to grant a merit increase”. That may appear to be in conflict with Section 6(b) where it suggests that Employee would be provided “such benefits ….. as other employees of HART would be entitled to upon resignation.” It would seem the term “benefits” is different from “compensation”. However, that provision is contained in Section 6 that deals with “Compensation after Termination. These issues seem to be resolved, however, by the language contained in subparagraph (a) indicating that the Board “may elect” to grant a merit increase. That would seem that in this context any award of an increase is within the discretion of the Board.

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# 10620452 v2

2. Subparagraph (b) indicates that “to the extent feasible, (the evaluations should) take place within six (6) to twelve (12) weeks at the end of each fiscal year unless the date for same is otherwise extended by the Board of Directors and Employee, and shall take effect on the first day of the new fiscal year, unless the Board of Directors specifically denotes differently.” There are two relevant provisions here. First seems to require that the “evaluation” take place within the time periods provided unless both the Board and the Employee agree to the contrary. Those time periods are November 11 (six weeks) and December 23 (twelve weeks). The time period for which any action related to the evaluation (such as any potential merit increase), however, is scheduled to “take effect” on the first day of the new fiscal year (October 1) unless the Board “specifically denotes differently.” Accordingly, it would seem even if the Board were prepared to grant an increase on a merit basis they could determine that the merit increase would start at a different date than the “first day of the new fiscal year.” Essentially, this reinforces the other provisions above which establishes that it is within the discretion of the Board with regard to compensation decisions in this context.

CONCLUSION

With respect to any raises in the direct payment to the CEO, it would seem that the more specific language of the Employment Agreement would apply and control over the more general language of the Employment Agreement. As such, it would seem that the CEO is entitled to the pro rata portion of deferred compensation under Section 4(c) but it is up to the Board under Section 7(a) whether to provide an annual increase associated with an annual review and if so, at what point such an increase would be effective. That is, the deferred compensation would be contractually obligated but any additional increase in pay, would be within the Board’s discretion.

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Hillsborough Transit Authority Executive Committee Meeting

November 28, 2017 Committee Members Present (5) Staff Present Commissioner Sandra Murman, On phone Danielle Arthur Commissioner Lesley “Les” Miller, Chair Brooke Basquit C John Melendez Sylvia Berrien Rich McClain Joan Brown Councilmember Mike Suarez Christina Buchanan Al Burns Lucien Campillo Committee Members Absent (0) Katharine Eagan Kenyatta Lee Lena Petit Ruthie Reyes Burckard Steve Rosenstock Marco Sandusky Jeff Seward Cyndy Zambella Others Present David Smith, GrayRobinson Janelle Irwin, ....

Sign-in sheets are attached. CALL TO ORDER The meeting was called to order at 2:00 p.m. by HART Board Chair Miller. PLEDGE OF ALLEGIANCE Pledge of Allegiance followed. PUBLIC COMMENT ON AGENDA ITEMS (3 MINUTES PER SPEAKER) No one signed up to speak. COMMITTEE DISCUSSION ITEMS a. CEO Search Alvin Burns, Director of Procurement and Contracts Administration, provided an overview of the procurement considerations and contract options for an Executive Search. Committee member Murman noted that it is a common practice to vet several qualified agencies. She asked if the Board can consider allowing a transit agency consultant to apply for the position. Chair Miller requested clarification of Committee member Murman’s question.

ATTACHMENT KATTACHMENT III

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Hillsborough Transit Authority Executive Committee Meeting

November 28, 2017 Committee member Murman gave an example of Mark Aesch from TransPro Consulting and inquired whether a consultant similar to him could apply for the position. Mr. Burns deferred that question to the Chief Administrative Officer and Human Resources Director. David Smith, General Counsel, advised that a consultant can apply if their firm is not involved in the search. Committee member Murman clarified that the firm could be on the list of potential organizations and a candidate from that firm would be eligible as long as the firm is not involved in the specific candidate search. Mr. Smith responded affirmatively. Committee member Murman commented that there are consultants who are available to act as CEO while HART engages in the Executive Search. Committee member Suarez inquired about the fee schedules for the seven proposed companies. Mr. Burns indicated that one of the dilemmas with awarding the contract was that each firm has a different fee structure. He explained that the contract would be based on task orders and the quotes provided would be reviewed by Executive Leadership, and he would then negotiate pricing based on their recommendation. Committee member Suarez asked whether it would be more prudent to have all seven firms recruit candidates and the one that put forth the successful candidate would be paid. Mr. Burns explained that there would likely be a fiscal impact to that as recruitment requires a certain level of effort and manhours. He noted that there is a limited amount of talent for some positions and having all seven firms recruiting would cause the same people to be contacted several times. Mr. Burns recommended directing staff to come back to the Board with the top three firms. Committee member Suarez confirmed that staff will recommend at least one of the pre-approved firms and the direction being requested from the Board at this time is for permission to talk to the firms listed to determine interest. He agreed with Mr. Burns’ assessment of the situation and noted that he was suggesting a way to generate some competition to find the best candidate. Ms. Eagan recommended that the Board allow staff to review and come back. She added that the firms spend a lot of time working with candidates and they may identify candidates who are not working in transit or in Executive positions as additional value may be identified such as having a strong presence in Tallahassee or Washington, D.C. Committee member Melendez asked if firms that are selected will then be precluded from applying for a position, even if they should withdraw from the candidate search due to the potential of being perceived as having an unfair advantage.

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November 28, 2017 Mr. Burns stated that HART precludes consultants or vendors who assist with drafting scopes of work or technical specifications from being a part of the procurement, and the same would be in place for the executive search regardless of whether the firm withdrew from the search. Committee member Melendez agreed with the plan and appreciated Ms. Eagan’s comments regarding being open-minded in the search for talent and looking beyond transit. Committee member Murman moved and Committee member McClain seconded a motion to bring the recommendation as presented by staff to the full Board of Directors at the December 4, 2017 regular Board meeting. All Committee members present voted aye. The motion passed unanimously. b. CEO Criteria – Job Description Committee member Suarez moved and Committee member Melendez seconded a motion to bring the draft job description to the full Board of Directors at the December 4, 2017 regular Board meeting. All Committee members present voted aye. The motion passed unanimously. c. Transition Strategies – Appointment of Interim CEO Mr. Smith indicated that an appointment for Interim CEO needs to be made and compensation will need to be decided. Kenyatta Lee, Chief Administrative Officer, reviewed the Employee Handbook policies and the previous decision made by the Board regarding interim CEO compensation. Ms. Eagan clarified that her interim CEO pay was offered at 20% on top of her base pay. Mr. Smith explained that the handbook indicates that if the employee is discharging their previous duties, the interim pay is an additional 10%, and if the employee assumes interim duties in addition to their regular position, compensations is 15%. Chair Miller commented that the agreement does not indicate that Mr. Seward can return to his role as CFO upon the hiring of a CEO. Mr. Smith stated it is in the contract. Committee member Suarez suggested that the contract could be open to negotiations and the Board should ensure that Mr. Seward is amenable to the compensatory determination as well as assuming the role of interim CEO as CEO and CFO are two different jobs. Chair Miller stated that Mr. Seward will only act as interim CEO and will discharge his current job duties as CFO. Ms. Lee added that the interim position and compensation have been tentatively discussed with Mr. Seward and he is agreeable to the terms. Committee member McClain asked who will act as CFO in Mr. Seward’s place.

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November 28, 2017 Ms. Lee reported that Lucien Campillo, Director of Enterprise Project Management, will be acting CFO and will receive compensation per the handbook policies. Ms. Eagan stated that the CEO is the Board’s employee while all other staff are HART employees. She explained that the Board can determine the compensation guidelines for the CEO; however, all other employees are subject to HART internal policies. Ms. Eagan added that an interim CEO historically receives a 20% increase as an acknowledgement of the difference between CEO and all other positions. Mr. Smith reported that the compensation in the agreement for Mr. Seward is proposed at $180,000 and Mr. Seward is in agreement. Committee member Suarez moved and Committee member McClain seconded a motion to advance staff’s recommendation on the strategy of the appointment of the interim CEO to the full Board of Directors at the December 4, 2017 regular Board meeting. All Committee members present voted aye. The motion passed unanimously. d. HART CEO Performance Evaluation for FY2017 and HART Employment Agreement with Chief Executive Officer Mr. Smith reviewed his memo regarding Ms. Eagan’s contract and asked the Committee to make a determination on whether to go through the evaluation process to determine Ms. Eagan’s rating and potential merit increase. He stated that it is optional and if the Board does not intend to offer an increase, then it is not necessary to do the evaluation. Ms. Eagan added that HART has moved away from merit increases to lump sums and her contract requires her to be compensated commensurate with other non-bargaining performance compensation. Committee member Suarez clarified that if the intent is not to offer any increase or lump sum, it is not necessary to go through the performance evaluation process. Mr. Smith responded that the Executive Committee can either make a recommendation to the Board, or leave it up to the Board to make a determination with no recommendation made. Committee member Suarez stated that he does not support going through the evaluation process and asked whether other committee members concur with his recommendation. Committee member Murman concurred with Committee member Suarez. Ms. Eagan stated that the regular calendar post-dates her tenure as the evaluation is usually done in January and adjustments are usually made in February when she will no longer be at HART. ADJOURNMENT The meeting adjourned at 2:34 p.m.

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December 4, 2017 ______________________________________________________________________________ GENERAL COUNSEL’S REPORT

Executive Committee Recommendations Summary

Executive Committee met on Tuesday, November 28, to discuss the CEO search and transition strategies and made recommendations to the full Board of Directors for approval at the December 4, 2017 regular Board meeting. Point Person The Board shall to designate a point of contact for search and transition matters. HART General Counsel is prepared to assist with contractual matters and procedural concerns such as Sunshine law requirements. Search Firm The Executive Committee voted unanimously to approve staff’s recommendation to utilize the PSTA executive search contract, pending its approval at December 6 PSTA Board meeting. This contract will be awarded to seven firms: Sun Shine Enterprises, Krauthamer & Associates, Renee Narloch & Associates, Juri Solutions, Slavin Management Consultants, KL2 Connects, LLC, and TransPro Consulting. See Attachment I for a copy of the PSTA Committee action item for details. Chief Executive Officer Criteria The Executive Committee voted unanimously to approve the Job Description for the Chief Executive Officer as presented by staff (Attachment II). Transition Strategies The Executive Committee voted unanimously to appoint Jeffrey C Seward an interim CEO effective December 4, 2017. The proposed Interim CEO employment agreement is attached (Attachment III).

Prepared by: Lena Petit, Director of Executive Office and Board Support Approved by: David Smith, HART General Counsel

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Board Members Present (12) Staff Present Councilmember Cheri S. Donohue Danielle Arthur Adam Harden Brooke Basquit Commissioner Pat Kemp Gregory Brackin Marvin Knight Joan Brown Richard A. McClain Christina Buchanan David Mechanik Alvin Burns C. John Melendez III Sylvia Berrien Commissioner Lesley “Les” Miller Lucien Campillo Commissioner Sandra Murman Katharine Eagan Kathleen Shanahan Steve Feigenbaum Councilman Mike Suarez James Fetzer Commissioner Stacy White Kenyatta Lee Sandra Morrison Colin Mulloy Emmanuel Nunez Lena Petit Board Members Absent (1) Diane Randall Bryan L. Crino Ruthie Reyes Burckard Steve Rosenstock Jeff Seward Marco Sandusky Cyndy Zambella Others Present David Smith, GrayRobinson Miranda Kiloby, National Federation of the Blind Eric Haubner, PSTA Mitch Perry, Florida Politics Paul Martinez, National Federation of the Blind Jenette Torres, National Federation of the Blind Pierre Mathurin Sherrill O’Brien Barbara Gaw Cassandra Borchers, PSTA Carlos Cortes, Signal Outdoor Katie Nickerson, Signal Outdoor Karen Michalski Chris Gleason Sarah McKinley, Hillsborough MPO Mary Schoch Marion Gwizdala Janice Butler Vandellon Holland

Sign-in sheets are attached.

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CALL TO ORDER The meeting was called to order at 9:01 a.m. by Chair Lesley “Les” Miller. PLEDGE OF ALLEGIANCE Pledge of Allegiance followed. APPROVAL OF MINUTES Director Donohue moved and Director Kemp seconded approval of the November 6, 2017 Regular Board of Director meeting minutes. All Board members present voted aye. The motion carried unanimously. PUBLIC COMMENT ON AGENDA ITEMS (3 MINUTES PER SPEAKER) No one signed up to speak. APPROVAL OF CONSENT AGENDA Director Mechanik moved and Director Melendez seconded a motion to approve the Consent Agenda. All Board Members present voted aye. The motion passed unanimously. Director Murman arrived at 9:03 a.m. CHAIR’S REPORT Chair Miller recognized Katharine Eagan, Chief Executive Officer, for her contributions to HART and presented her with a crystal bus. Director Suarez arrived at 9:06 a.m. Ms. Eagan indicated that the recognition she is receiving is due to the hard work and dedication of staff. She stated that HART has been a defining point for her personally and professionally. Director Suarez stated it has been a pleasure having Ms. Eagan as CEO and congratulated her on all she has accomplished with the resources available. Director White arrived at 9:10 a.m. Director Melendez stated he is happy for Ms. Eagan to have this opportunity and that she has made an impression on him for what to expect in a CEO for HART moving forward. Director Murman noted that Ms. Eagan has been a mentor to several people in the community and it has been a pleasure to have the opportunity to work with her. Director Mechanik stated he previously worked with Ms. Eagan as Chief Operating Officer and he was able to see what Ms. Eagan did for HART by bringing it to a new level.

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Director Kemp commented that she has mostly worked with Ms. Eagan as a community member as her appointment to the HART Board was one year ago; however, she feels confident in Ms. Eagan’s leadership and wishes her luck. Director White appreciated all Ms. Eagan has done for the agency and stated that she has been an asset to the region. CHIEF EXECUTIVE OFFICER’S REPORT Ms. Eagan reminded the Board that the Joint HART/PSTA Executive Committee meeting will follow the Board meeting which will center around reviewing what was done throughout the year as a regional community. She reported that ridership is continuing to decline a month after Mission MAX, but the declination is on par with peers and the realignment cut costs by approximately 10%. Ms. Eagan stated that a marketing plan from the contractors, Jones Worley, will be provided in the beginning of 2018. She added that staff was at MacDill AFB the previous week to conduct outreach on the new routes. Ms. Eagan announced that there has been strong growth in HyperLINK in the Temple Terrace area with 200 trips per day. GENERAL COUNSEL’S REPORT

a. Report from Executive Committee/ Transition Committee with Recommendations

General Counsel David Smith reviewed the recommendations from staff and the summary of the Executive Committee on transition. Director Kemp moved and Director McClain seconded a motion to appoint Brooke Basquit, Director of Human Resources & EEO Officer, as head of the Executive Search as the point of contact during the recruitment. Director White asked if the role would be to assist the Board with the process of compiling resumes and qualified candidates. Mr. Smith clarified that Ms. Basquit will be the liaison between the Board and the search firm. All Board Members present voted aye. The motion passed unanimously. Mr. Smith reviewed staff’s recommendation and procurement considerations for piggybacking on the PSTA procurement. He advised that if the procurement changes from what is contained in the packet in any material way when reviewed and approved at the December 6 PSTA Board meeting, the topic can be revisited, otherwise the Board can do as staff recommends. Director Kemp moved and Director Murman seconded a motion to approve Resolution #R2017-12-55~ Authorizing the Chief Executive Officer to Award a Contract for Executive Search & Recruitment Services to Krauthamer & Associates in an Amount Not to Exceed $200,000 (Five Year Contractual Period: Three -Year Base with Two One-Year Options). Director McClain confirmed that there are seven firms, not six. Mr. Smith responded affirmatively.

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Director Mechanik asked if HART staff has looked at the proposed seven companies and the Board is being requested to authorize staff to begin negotiations. He inquired whether the contract will come back to the Board. Mr. Alvin Burns, Director of Procurement and Contracts Administration, reviewed the action item and advised that staff evaluated the submitted proposals and formed a recommendation to the Board in anticipation of the award by PSTA. Director Mechanik asked whether the actual contract comes to the Board. Mr. Smith explained that the Board is being asked to approve now barring any changes before the award by PSTA and advised the Board that if there are any questions, they should be asked at this time. Director Murman reported there was a discussion at the Executive Committee regarding whether a management consulting firm could apply for the CEO position in the interim and asked whether this is still a possibility. Mr. Burns explained that if TransPro Consulting is in that position, they will be precluded from conducting the candidate search. Director Murman confirmed that the contract would be with Krauthamer and Associates, and therefore TransPro would not be a search firm. Mr. Burns clarified that if a firm were to act in an interim capacity, the principal of that firm could not submit his resume for the permanent position. Mr. Smith added that he is not sure if Director Murman’s recommendation is that a firm serve instead of, or in conjunction with, an interim CEO; however, this discussion is part of the next item recommending that Mr. Jeff Seward be appointed Interim CEO. Director Murman indicated that there are several major cities moving towards transformations and have engaged similar services to evaluate processes and she thinks it is an interesting concept. She suggested reopening this discussion if any interest is expressed. Director Melendez inquired whether the seven entity list is the current pool for PSTA. Mr. Burns responded affirmatively and advised that PSTA reduced the price from $300,000 to $200,000 at a committee meeting. Director Melendez agreed with having a larger pool to select from. He noted that the discussion at the Committee meeting also entailed exploring potential candidates outside of traditional transit professionals. Director White asked staff to explain how the second ranked firm was selected.

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Mr. Burns explained that he used the two top-ranked firms for the PSTA solicitation as both firms have a strong national outreach and recruitment of CEOs. He advised that the technical score for Krauthamer was the highest by 50 points and staff feels it is in the best interest of the authority to award this contract to them. Director White inquired about the difference in price. Mr. Burns stated that KL2 submitted a price of $42,000 and Krauthamer’s price is $63,000. Director White confirmed that Mr. Burns’ opinion is that the price is worth the superior technical score. Mr. Burns explained that the opinion of the evaluation committee is to recommend technically superior as opposed to overall score. Ms. Basquit added that the technical score was far superior and Krauthamer has significant experience in transit and other industries. She observed that the firm has previous experience with HART and proposed a fairly aggressive timeline. Director White stated he wanted to better understand the recommendation. He added that he is familiar with the concept suggested by Director Murman and suggested that it could be possible that a firm could be engaged for a specific term as opposed to just on an interim basis. Mr. Smith stated that there is nothing in the contract that limits the CEO position to individuals and further clarified that if it is the Board’s preference that a collective leadership serving in that capacity, it is a recommendation that can be made. Director White confirmed that there is a motion on the floor to approve the recommendation. Chair Miller responded affirmatively. He requested clarification that if a firm is selected for the search, that firm could also be selected on an interim basis to serve as CEO. Mr. Smith reiterated that the firm conducting the search cannot also be an applicant. He also suggested that language be added to the end of the resolution “contingent on final approval of the PSTA procurement by the PSTA board on December 6, 2017”. Director White moved and Director Murman seconded a motion to amend the resolution to include the language suggested by General Counsel “contingent on final approval of the PSTA procurement by the PSTA Board on December 6, 2017”. Ms. Eagan commented that within the industry, there are a few firms that conduct CEO recruitments and they are familiar with the candidates. She noted that Krauthamer recruited HART CAO, recently filled the APTA CEO role, and are doing the recruitments for both Austin, Texas and Atlanta. Ms. Eagan added that she is familiar with both firms and the cost of her recruitment to Pittsburgh was $90,000. She observed that this discussion will be in the news and the firms who are able to bid on programs can submit an unsolicited proposal.

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Director Melendez clarified that the discussion at the Committee was centered around piggybacking on PSTA’s proposal and to bring staff’s recommendation to the Board. He agreed with Ms. Eagan’s comment regarding the possibility of an unsolicited proposal as it may be challenging to find an individual and this provides additional options to pursue. Director Murman confirmed that Krauthamer is not limited to only interviewing individuals and asked whether additional language should be added to permit firms to be considered. Mr. Smith stated that language can be added; however, there is nothing in the contract that precludes Krauthamer from pursuing firms in addition to individuals. Director Murman stated she does not want Krauthamer to later say that it was not in the contract and would like to make it clear that a consulting firm can apply for the position. Ms. Eagan added that it is common in the industry that the proposal would not preclude a firm from contacting the recruiting firm to indicate their interest and additionally, HART has a very clear policy to accept unsolicited proposals. Director Suarez reviewed the current discussion and noted that the job description has specific education and experience requirements. He suggested that the Board should move forward with staff’s recommendation and the proposal now, and that the Board should discuss the matter further at a later date. Director Suarez cautioned the Board to consider that a consultant or group would change the nature of the relationship between the Board, the Agency, and the public and the decision needs to be made after robust discussions and vetting. He commented that an addendum can be added at a later date if that is ultimately the Board’s decision but does not agree to move forward with a motion to add an addendum at this time without significantly more discussion on the matter. Chair Miller called a vote on the motion to amend the resolution to include the language suggested by General Counsel “contingent on final approval of the PSTA procurement by the PSTA board on December 6, 2017”. All Board Members present voted aye. The motion passed unanimously. Director White requested clarification on the proposed timeline for candidate selection. Ms. Basquit reported Krauthamer proposes 75 to 90 days. Director White asked how long it takes to put together an RFP. Mr. Burns stated that it is typically 90 days, although it can vary due to the dollar amount. Director White confirmed that in 90 days, the Board will be selecting a candidate. Mr. Smith clarified that the selection will be at the first Board meeting after the 90-day period. Director White indicated that the timeline would be closer to 120 days. Mr. Smith responded affirmatively.

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Director White observed that the two timelines would be synchronized and the Board would have an opportunity to weigh all options concurrently. He suggested a motion to draft an RFP for carrying out the executive functions for HART that is available for firms to apply. Chair Miller advised that a motion cannot be made with a motion already on the floor. Chair Miller called a vote on Director Kemp’s motion to approve Resolution #R2017-12-55~ Authorizing the Chief Executive Officer to Award a Contract for Executive Search & Recruitment Services to Krauthamer & Associates in an Amount Not to Exceed $200,000 (Five Year Contractual Period: Three -Year Base with Two One-Year Options) with the amended language. All Board Members present voted aye. The motion passed unanimously. Director White moved and Director Murman seconded a motion to direct staff and General Counsel to prepare an RFP for carrying out the executive functions for HART that is available for firms to apply. Director Suarez advised he will vote against the motion as there has been no discussion regarding what a consultant or company may choose to do. He indicated that a company could come in and decide to remove all staff to run the organization with their employees. Director Suarez stated he is not saying that would be positive or negative; however, the Board needs to have a discussion prior to creating an RFP vetting the desired direction and outcome of foregoing a traditional leadership model. Director Donohue stated she will vote against as one of the accolades for Ms. Eagan is that she has built a sustainable staff. She reminded the Board that Ms. Eagan reported she felt empowered during Hurricane Irma because she knew that staff knew the answers to any question that was asked. Director Donohue added that although there has not been a robust discussion at this time, so far she is not convinced of the merits of a group or firm. Director Melendez agreed with the concerns expressed against the motion. He added that another point is that there may be individuals who feel discouraged from applying since there would be two different searches running concurrently that are mutually exclusive. Director Melendez indicated that the concept is worth further discussion in the future to determine whether the change from individual to entity is something that the Board would like to pursue. Director McClain commented that a lengthy discussion just occurred regarding the contract not precluding a consultant firm and feels that this conversation is redundant. He added that sending out an RFP as a fishing mechanism is a little disingenuous and he will likely vote against the motion. Director Mechanik noted that the proposed RFP would essentially be competing against Krauthamer. He asked Mr. Smith whether it is permitted and if so, would releasing the RFP undermine the scope and purpose of the contract with Krauthamer. Mr. Smith stated that a procurement where Krauthamer is searching for a CEO running concurrently with another process to fill the same role can be confusing to the applicants and may be counterproductive. Director Mechanik asked Mr. Burns whether the contract would allow HART to engage in an alternate process.

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Mr. Burns advised that that there may need to be a cardinal change regarding level of effort added to the contract. Director Mechanik stated the Director White’s motion is to do a separate RFP and would like to know if it is allowed since it is a parallel process. Mr. Smith explained it could be a significant issue under the circumstances of the original RFP as there is typically an understanding of the circumstances associated with the performance of a contract which, if changed in a material and adverse way, could create contractual liability if not termination. Director Murman suggested keeping the process simple as firms are not precluded from applying under the Krauthamer contract and she agrees with the concerns about competition. She indicated that she was initially proposing language to ensure it is clear to all that the recruitment is open to both individuals and firms. Director Murman observed that HART is in the beginning of a transformation from a bus system to a transit agency and it will take a lot of skill and expertise in the leadership team. She added that she wants the Board to be broad in considering options. Director Murman stated that since firms are not precluded, she feels that the Board should continue forward and if an entity applies for the position, the Board can have that conversation. She asked Director Suarez if his concerns have been addressed. Director Suarez stated that his concerns have not been addressed as he feels that the Board needs to establish a policy as to whether the desire or intent is to hire a person or an organization to run the agency. He added that waiting until there are applicants would be completing the process backward and that the Board needs to make that decision first. Director Melendez reported that the Board is in agreement that it wants broad options and the difference is how to move forward. He agreed that parallel RFPs and efforts could put HART at risk of breaching one or both recruitment efforts. Director Kemp agreed with Director Suarez’s concerns and suggestion on making a decision based on discussions and research regarding the potential implications. Director White withdrew his motion and Director Murman withdrew her second. Chair Miller recognized Director White’s withdrawal. Director White moved to instruct Krauthamer to accept and bring forward to the Board applications from firms and present them as if they were an individual applicant that is duly qualified per the terms of the contract for the Board’s consideration. The motion died for lack of a second. Job Description Director McClain moved and Director Kemp seconded a motion to approve the Job Description for the Chief Executive Officer as presented by staff. All Board Members present voted aye. The motion passed unanimously.

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Interim Chief Executive Officer Mr. Smith reviewed the Interim CEO Contract and advised that the term of employment needs to be specified by the Board. He suggested, in light of the conversations that have occurred throughout the meeting, the Board not make the contract long term as it can always be extended. Director McClain moved and Director Suarez seconded a motion to approve the execution of the entrance into the Interim CEO Agreement with the termination date of June 1, 2018. Chair Miller confirmed that Mr. Seward will be able to revert back to CFO once a CEO is selected. Mr. Smith responded affirmatively. All Board Members present voted aye. The motion passed unanimously.

b. Election of HART Board Officers

Mr. Smith referred the Board members to the information in their packet regarding the election process. Ms. Eagan indicated that the Board needs to approve the interim CFO contracting authority. Director Donohue moved and Director McClain seconded a motion to approve Resolution #R2017-12-54 ~ Authorizing the Interim Chief Executive Officer to Delegate Contracting Officer Authority to Named Employees in the Finance and the Procurement Departments. All Board Members present voted aye. The motion passed unanimously. STATUS REPORTS Chair Miller referred the Board members to the materials in the packet. PUBLIC INPUT Mary Schoch reported that she recently used HyperLINK and is very pleased with the service; however, the app is not accessible to blind patrons. She reported that staff has told her that the company who owns the app are updating it to make accessible. Ms. Schoch noted that if it is not accessible to the blind, then the benefit provided is unequal. Marion Gwidzala stated that he appreciates the ease of communicating with the Board and HART staff as he has been working with HART and an advocate for public transportation since 1986. He commented that blind patrons are transit dependent and use the system and all available services; however, he took an Uber to get to the Board meeting because it is so difficult to coordinate a trip via the taxi voucher program. Mr. Gwidzala reported that the wait time for Yellow Cab is consistently an hour and a half which is an unequal benefit. He noted that since HART is responsible for providing the service, HART is responsible for providing the unequal benefit. Mr. Gwidzala encouraged the Board to explore alternatives to Yellow Cab as either a replacement or a supplement for the service provision. Pierre Mathurin commented that the recent route restructuring still has some shortcomings and suggested an independent review of the realignment to determine if the results reflect the forecasted savings compared to the negative impact of those who are transit dependent. He wished Ms. Eagan well in her upcoming move to Pittsburgh and noted that the local funding is similar in both Tampa and Pittsburgh;

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however, state funding is significantly higher. Mr. Mathurin urges the Board to communicate to state legislators about the lack of state funding for transit and stated that the region should not wait to act and City and County leadership should begin increasing local funding. He observed that 2017 had wasted efforts to improve funding and the October restructuring was a direct result of that failure. Mr. Mathurin encouraged the community to redouble efforts to solve this funding issue in 2018, or be at risk for future downsizing. Janice Butler reported she had an issue with Route 46 as she was not aware of the location for the new stop and since she is blind, she was not able to see the signs. Director Kemp confirmed that the stops are not available online. Ms. Eagan explained that they are not available online as the process to push the data can be overwhelming. She asked Mr. Greg Brackin, Director of Operations Support-ADA Officer, to discuss the process. Director Kemp stated that it will be valuable to have stops readily accessible going forward. Mr. Brackin reported that the app OneBusAway has the stops uploaded. He added that travel trainers are also available to accompany patrons to familiarize them with the new routes and stop locations. Amari Brown reported that he has found OneBusAway to be very inefficient nor does he feel that the system itself is as efficient as it could be although he applauds some of the changes that have been made despite the inconvenience. He indicated that he hopes for opportunities in the near future to work with Boards with citizen advisors and appointments. Mr. Brown wished Ms. Eagan luck in her future endeavors and requested a stop be added by Longhorn/Walmart for Route 360. Director Shanahan arrived at 10:25 a.m. NEW BUSINESS There was no new business. OLD BUSINESS Director Shanahan thanked Ms. Eagan for her service and leadership at HART as she feels there has been significant progress in matching strategy with tactics. She advised that going forward, HART needs to continue to be viewed as a transit agency and not just a bus company and she challenges her fellow Board members and staff to continue to moving forward with pilot projects and opportunities to put Tampa Bay and HART on the map as a place where people want to come to put innovative ideas and projects into action. Director Melendez acknowledged the public comments and that he values the opportunity to hear them. He stated that although every change cannot be made, staff is making note of the concerns. Director Kemp stated that HART did not have a working Autonomous Vehicle at the Autonomous Vehicle Summit and that she has some concerns as she was initially hesitant about the procurement at the time of award. She asked if staff can provide an update on the status of the contract.

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Ms. Eagan explained that the prototype scheduled for the conference was a project between FDOT and the vendor and a working prototype was not a contractual requirement. Mr. Seward stated that a full presentation on the project will be made to the January 8 Board meeting and that staff is actively working with the vendor in the interim. He reported that staff currently feels that the original, agreed upon delivery date of December 26 is on track, although there have been some issues as Stantec has been slow in presenting deliverables; however, there is no reason to believe they will not deliver and staff has made it very clear of the expectation. Chair Miller reported that the Joint HART/PSTA Executive Committee meeting is following adjournment of the current meeting and staff reserved the front row for Board members who would like to attend but are not members of the Executive Committee. Chair Miller agreed with Director Shanahan’s comments that HART is transition from a bus agency to a transit agency and Hillsborough County deserves a top-notch organization. He referred to Mr. Mathurin’s comment that additional funding should be requested from Tallahassee and advised that legislators will ask what local leadership is doing to help. Chair Miller asked the Board to take serious consideration of bringing in additional funding and regardless of whether he will be Chair or not, he will still be a member of the Board and will be strongly advocating funding HART the way it should be so the Agency can best serve the communities in Hillsborough County. ADJOURNMENT The meeting adjourned at 10:35 a.m. ATTEST Commissioner Lesley “Les” Miller, Chairperson HART Board of Directors Councilmember Mike Suarez, Secretary HART Board of Directors

David L. Smith, Esquire HART Board General Counsel

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rIRST AMEF{I}MENT TOHILLSBOROUGH TRANSIT AUTIIORITY

EMPLOYMENT AGREEMEIYT WITHINTERIM CHTN'-P E)(ECUTIVE OFTICER

THIS First Amendment to Employment Agreement ("Amendmenf') is made and entered into onthis

- day of January,2018, by andbetweenthe HILLSBOROUGH TRANSITAUTHORITY, hereinafter

referred to as "HART" and JpFFREY SEWARD, hereinafter referred to as &e "Emplcyee". IIART andEmployee may hereinafter also be referred to collectively as *Parties" or individually as'?art5r."

WHEREAS, the Board of Directors of HART ("Board of Directors") is authorized pursuant toFlorida Statute $163.565, et seq., and its Charter to enter into contuacts on behalf of I{ART and to appointand fix the compensation of the Executive Administrator; and

WHEREAS, the Employee \ryas appointed Interim Chief Executive Officer by the Board of Directorson or about December 5,2017 (*Effective Date"); and

WHEREAS, the Board of Directors and Employee entered into that certain Hillsborough TransitAuthority Employment Agreement with Interim Chief Executive Officer ('Emptoyment Agreement") onthe 5e day of December,Z}l7; and

WHEREAS, the Board of Directors on January 8, 2018 voted to extend the Term of Employment ofEmployee, as defined in Section 3 of the Employment Agreement; and

WHEREAS, the Board of Directors and Employee wish to enter into this Amendment in order toamend the Employment Agreement as provided herein; and

NOW THEREFORE, in consideration of the terms and conditions of this Amendmen! and othergood and valuable consideration, the Parties horeby agree as follows:

$ection 1: Reaffirmation of Terms and Provisions

All of the terms, conditions and covenants of the Employment Agreement are hereby ratified and restatedherein and are in full force and effect between the Parties except as otherwise provided herein.

Section 2: Extension of Emplovment

Subject to the provisions for termination set forth h the Employment Agreement as altered by thisAmendment, the term of Employee's employment under the Employment Agreement shall continue untilNovember 3 0, 20 1 8. The term of emplo5rment may be extended at any time during its term by mutual writtenagreement of HART, as authorized by the Board of Directors, and Ernployee.

Seetion 3: Termination

Notwithstanding any provision containod in the Employment Agreement and this Amendmen! theEmployment Agreement as extended and modified by this Amendment may be terminated by HART orEmployee upon providirrg thrty (30) days' notice in writing to the other Party.

ATTACHMENT OATTACHMENT III

182

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the date aforesaid.

"," )'lt I lQ

Witness:

Date:

# 1O704228 v3

raH t

"Les" Miller, ChairmanBoard of Directors

Approved as to form

2

ATTACHMENT III

183

ATTACHMENT PATTACHMENT III

184

ATTACHMENT III

185

HILLSBOROUGH TRANSIT AUTHORITYEMPLOYMENT AGREEMENT

WITH CHIEF' EXECUTIVE OF'FICER

THIS Employment Agreement ("Agreement") is made and entered into effective on the25th day of March, 2019, ("Effective Date") by and between the HILLSBOROUGH TRANSITAUTHORITY, hereinafter referred to as o'fIART" and BENJAMIN T. LIMMER, hereinafter

WHEREAS, the Board of Directors of HART ("Board"of Directorsi').is authorizedpursuant to Florida Statute $163.565, et seq., and its Charter to enter into contracts on behalf ofHART and to appoint and fix the compensation of the Executive Administrator; and

WHEREAS, HART desires to employ.Employee as Executive'Administrator, under thetitle Chief Executive Officer, and Employee desires such employrnent; and

NOW THEREFORE, in consideration of the terms and conditions of this Agreement, theparties hereby agree as follows:

Section 1: Duties and Responsibilities

(a) HART agrees to employ the Employee as Chief Executive Officer and theEmployee hereby accepts such employment upon the terms and conditions set forth in thisAgreement.

(b) Employee shall, and agrees to perform in good fath, the duties andresponsibilities of Chief Executive Officer as provided herein.

(c) Employee shall maintain his office at the headquarters of HART.

(d) Employee shall supervise and manage the affairs of HART under the direction ofthe Board of Directors, and shall perform such other duties and responsibilities as may beassigned from time-to-time by the Board of Directors.

(e) The Employee shall report to and be accountable to the HART Board ofDirectors, by and through its Chairman ("Chairman"), for the satisfactory performance of hisduties.

Section 2: Conditions of Employment

(a) Employee shall devote his entire productive time, attention, skill and energies tothe business of HART, subject to the policies, supervision and direction of the Board ofDirectors.

(b) Employee shall not, during the term of this Agreement be engaged in any otherbusiness unless such other activity has been authorized in writing by the HART Board ofDirectors. Activities involving State or National trade organizations are considered the businessof HART. The provisions of this paragraph are not intended to restrain Employee from normalcivic activities, professional and academic studies, publication activities, or time in such

#11340437 vt}l

ATTACHMENT QATTACHMENT III

186

activities. The Employee may do minimal part-time work, such as lecturing or expert testimonyif authorized by the Chairman.

(c) Upon the request of HART, Employee shall furnish to HART an application forfidelity bond acceptable to a surety named by HART. The cost of the bond, if any, shall be

borne by HART.

Section 3: Term of Emplovment

Subject to the provisions for termination set forth in Section 5 of this Agreement, the term ofEmployee's emplo5rment under this Agreement shall continue until March 24,2022 with two (2)

one (1) year extensions. The extensions shall be exercisablebythe Board of Directors pursuant

to a notification of Employee on or before the expiration date of any term of this Agreement.

The term of emplo5rment may be extended beyond the provided extensions at any time during its

term by mufual written agreement of HART, as authorized by the Board of Directors, and

Employee.

Section 4: Compensation

As compensation to Employee for the services rendered to HART, Employee shall be paid a base

salary ("Base Salary") at an annual rate of Two Hundred Ten Thousand Dollars ($210,000.00)

starting as of the Effective Date. Employee is also entitled to a bonus ranging from zero (0) toten (10) percent of his Base Salary dependent upon his performance pursuant to KeyPerformance Indicators ("KPI") as such indicators shall be determined by the Board ofDirectors.

(a) Employee shall accrue annual leave at the maximum accrual rate pursuant toHART's employment policies for executive level employees. Under current HART policies that

includes an annual accrual of twelve (12) sick days, twenty-five (25) PTO days and five (5)

administrative days. The administrative days willbe available to Employee immediately, as theyare not accrued but restart at the beginning of each Fiscal Year. Additionally, forty (40) hours ofPTO willbe placed in Employee's Leave Bank upon the first day of employment.

(b) HART agrees to purchase, or be self-insured, for Officer's Liability Insurance

covering the Employee in an amount, set by the Board of Directors at its discretion, and equal to

that provided for the members of the Board of Directors.

(c) Employee shall receive an annual deferred compensation contribution to a

designated a01(a) or another account of the Employee's choosing during his employment under

this Agreement at the rate of fifteen percent (15%) of Base Salary, ("Deferred Compensation")prorated annually for any partial years. To the extent the Deferred Compensation amount is inexcess of the maximum amount allowable for a designated 401(a) plan, the excess amount shall

be paid to an account of the Employee's choosing in order to obtain the fuIl fifteen percent(15%) Deferred Compensation. HART has provided no tax advice and accepts no responsibilityfor the tax treatment of any amount in excess of that contributed to the designated a01(a)

account.

(d) Employee shall additionally be

are, from time to time, available generally to

#11340431 v1o2

entitled to the conditions of employrnent whichother non-bargaining unit employees of HART,

ATTACHMENT III

187

i

including without limitation, dental or other group insurance, disability benefits, holidays, sick

leave, and participation in HART's other deferred compensation plans, pension and retirementprogram, in addition to those items of additional compensation specifically set forth herein to the

extent consistent with applicable law. Sick leave, which is accumulated by the Employee, shall

be treated consistently with the policy for said leave applicable to non-bargaining unitemployees. The effective date for health, dental and vision coverage Employee and family willbe April 1,2019.

(e) Consistent with paragraph (d) above, HART shall pay any applicable premiums to

the same degree as other non-bargaining employees are provided. In addition, HART shall

reimburse Employee for an annual Executive Physical performed in Hillsborough County, to the

extent that said expense is not covered by insurance.

(0 HART shall reimburse Employee for reasonable and necessary expenses of the

Employee incurred in the performance of his duties and responsibilities as set out in this

Agreement upon presentation, in accordance with HART's procedures for determining

authenticity and reasonableness of expenses and based upon detailed statements of such

expenses.

(g) HART shall pay dues, memberships, and associated expenses related to the

performance of his duties. The payrnent of such expenses is a general benefit to HART, serves

the best interests of HART and shall not be considered as compensation to Employee. Employee

shall be entitled to accumulate frequent flyer miles and hotel affinity program rewards.

(h) The Employee's designation of benefrciary for any and all benefits, which survive

his death,.is attached to this Agreement and by reference made part hereof as Exhibit A. The

Employee may, at his discretion, change the designated beneficiary by notifying HART inwriting of the change without affecting any other provision of this Agreement.

(i) The Employee compensation also shall be determined by HART pursuant to

Section 7 paragraph (a) herein. HART shall also have the option to increase the annual

compensation of Employee based upon existing market considerations as evaluated by the

HART Board of Directors.

Section 5 : Termination/Suspension

(a) This Agreement maybe terminated:

(i)

(ii.)

by mutual agreement of Employee and HART, and upon such terms

and conditions as are agreed to in writing by Employee and HART;

by the adoption of a resolution approved by the affrrmative vote of the

majority of the full Board of Directors for the removal of Employee as

Chief Executive Offi cer;

by resignation of Employee, provided Employee shall have provided

sixty (60) days written notice, unless the parties otherwise agree inwriting;

# I 1340137 v103

(iii.)

ATTACHMENT III

188

(iv.) by HART if Employee is unable to perform his duties and

responsibilities because of sickness, accident, injury, mental

incapacity, or health for a period of three (3) successive months; and

(v.) bY the death of the EmPloYee.

(b) HART may suspend the Employee with full pay and benefits by the adoption of a

resolution setting forth the ,.uror. for the suspension approved by the affirmative vote of the

majority of the full Board of Directors.

(c) Unless Employee is terminated for cause ("For Cause") as provided in Section 6

below, i,mployee shall be entitled to severance pay equal to the statutory maximum amount

allowed by law.

(d) Notwithstanding the foregoing, nothing in this Agreement shall limit the rights

and remedies the parties may otherwise have in the event of a breach of this Agreernent by the

other party not cured within thirty (30) days from the written notice of such breach delivered in

the manner and otherwise as provided herein.

Section 6: Compensation after Termination

(a) If this Agreement is terminated under Section s(a)(ii) by the adoption of a

resolution and the grounds for Employee's termination are "for cause", HART shall have no

further obligation under this Agreement other than as specifically provided herein, and said

termination shall be effective as set forth in said resolution. "For cause" is defined as the

following:

(0 Misconduct by the Employee as defined in Section 443.036, Florida

Statutes;

(ii) Employee's willful, deliberate and intentional breach of duties, obligations

or policies of HART;

(iii) Employee's willful, deliberate and intentional violation of Part III,Chapter 112, Florida Statutes, Code of Ethics for Public Officers and

Employees;

(iv) Employee's continued neglect of duties or obligations required of the

Chief Executive Officer after written notice of same;

(v) Employee's continued violation of HART's written rules and policies

(including any codes of conduct, employee handbooks, etc.) after writtennotices of same;

(vi) Employee's commission of any criminal act amounting to a felony or any

act of moral turpitude while employed as Chief Executive Officer ofHART;

# 1t34(143'1 v1O4

ATTACHMENT III

189

(vii) Employee's conviction of an illegal act in his public or private capacity

involving theft, fraud, misappropriation or ettbezzlement of funds;

(viii) Employee's engagement in acts, which would constitute grounds for

immediate dismissal of any employee by HART under HART policies,

now existing or as may be subsequently enacted.

(b) If this Agreement is terminated under Section 5(a)(iii), HART shall have no

obligations under this Agreement other than providing such benefits to Employee as other

employees of HART would be entitled to upon resignation.

(c) If this Agreement is terminated under Section 5(a) (iv) by Employee's disability

or undei Section 5(a) (v) by death of Employee, HART shall provide the same benefits as HART

provides to its other senior management personnel for such a termination.

(a) valu The Board ofDirectors rhull un r,ru11y r*i"* tt e Employee based upon the KPI performance standards

currently applicable to the performance of the Chief Executive Officer of HART. These

standards may be updated andlor elaborated by the Board of Directors. The Board of Directors

may elect to grant a merit increase from zero up to the maximum level budgeted for non-

bargaining unii employees based on a review of applicable KPI performance standards. Such

*".it increase shall be effective on the same date as the merit increase is effective for non-

bargaining unit employees. Additionally, the Board of Directors may evaluate the performance

of ihe Chief Executive Officer on other more subjective criteria that the Board should deem

appropriate and determine whether an additional merit increase would be appropriate and if so,

in what amount.

(b) Time of Evaluations. Each of the above evaluations will, to the extent feasible,

take place wittrin slx 1O1to twelve (12) weeks after the end of each fiscal year unless the date for

,u-" ir otherwise extended by the Board of Directors and shall take effect on the first day of the

new fiscal year, unless the Board of Directors specifically denotes differently.

Section 8: Hold Harmless

To the extent permitted under the Florida Law, HART sha1l hold harmless Employee

from any claim or lega1 action arising out of Employee's actions as Chief Executive Officer ofHART. To the extent Chief Executive Officer is acting within the scope of his employment

responsibilities as provided herein and is not otherwise engaged in an unlawful act, HART shall

prwide the legal defense of any such claim or legal action or shall otherwise pay Employee's

iegal fees, costi and expenses incurred in same. Legal fees to defend the Employee will be paid

Uy HAnf at the point expenses are incurred. If Employee is determined by a court to be guilty

oi breaking the law or otherwise acting outside the scope of his responsibilities as ChiefExecutivg Offi"o, as determined by applicable state law, Employee shall repay HART for all

fees and costs expended in defending Employee.

# I t3,+0437 vl05

ATTACHMENT III

190

(a) HART shall pay Employee's costs of relocation. Employee shall obtain three

quotes dlrected to HART frtm recognized entities engaged in moving personal property from

one city to another. HART will work directly with the relocation companies for pa)rment in lieu

of Employee having to be reimbursed. HART will compensate the Employee to cover any tax

liabilities incurred as a result of the relocation payrnent'

(b) HART shall pay Employee the cost of temporary housing pursuant to a temporary

housing allowance. suctr allowance shall be in the amount of Two Thousand Dollars

($2,000.00) per month, not to exceed six (6) months. In the event Employee enters into a long-

term lease, i.e. one year or longer, or acquires a permanent residence, the temporary housing

pa5rment shall cease *ittr ttt" last-month in which Employee resides in the temporary quarters' In

no event, however, shall the temporary housing allowance exceed six (6) months' HART will

compensate the Employee to cover any tax liabilities incurred as a result of the temporary

housing payrnent.

Section 10: Other Terms and Conditions

(a) Any notice to HART under this Agreement shall be fumished in writing by

nmployee to the ihuir-* at the business address on file. nnV n2ty;)o^?*ly.i-"*?t thit

Agreement shall be furnished in writing by HART to Employee at:

ffiorsuchaddressashe"sha11specificallyprovideinwritingtotheChairmanand- ffiU"l6"%l in the same manner as all notices are to be provided herein. A11 such notices

must be sent by first-class mail or delivered in person by messenger or by some moans, which

evidences receipt of the information, by the recipient for such purposes'

(b) This Agreement contains the entire agreanent of the parties and supersedes any

prior agreements or understandings whether oral or written.

(c) This Agreement can only be changed, terminated or modified by written

agreement executed by both parties.

(d) This Agreernent is personal to Employee and cannot be assigned to any other

person.

(e) This Agreement shall be binding upon and inure to the benefit of the Employee's

executors and heirs.

(0 This Agreement shall be interpreted, construed and applied according to the Laws

of Florida. Venue for any action shall be in Hillsborough County.

(g) The invalidity or unenforceability of a particular provision of this Agreement

shall not affect the other provisions hereof and the Agreement shall be construed in all respects

as if such invalid or unenforceable provision were omitted.

(h) The waiver by either party of a breach of any provision of this Agreement by the

other shall not operate or be construed as a waiver of any subsequent breach by that party.

# tB4oa37 vrc6

ATTACHMENT III

191

(i) In the event, during the term of this Agreement, HART or any part thereof, should

be liquidated or dissolved, or should discontinue its normal operations for any reason, or

assigned in any way, resulting in the termination of Employee then the total compensation due

under Section Four of this Agreement remaining unpaid shall be considered a debt of HART and

shall not be discharged by reason ofany ofthe stated events.

IN WITNESS WIIEREOF, the parties hereto have executed this Agreement on the

date aforesaid.

HART EN{PLOYEE

out",,,//dn/, V,?f,tV -/JatC^- L// An/ qDate:

p"Witness:

,ur", Uaf,dt* q, ZC/qExhibits: A. Designated Beneficiary (ies)

r" Miller, ChairmanBoard of Directors

# I 134u437 r l0 /

ATTACHMENT III

192

Exhibit A

DESIGNATED BENEFICIARY

This attachment is an integral part, and by reference made part of the Employrnent

Agreement between HART and Benjamin T. Limmer effective March 25,2079 '

I, Benjamin T. Limmer, hereby designate *Irbeneficiary oi uty funds due me under the provisions

asa

death.

In the eventadministrator of

ilil """1

*t should termination be by

I "designate

for benefittheof

D^t", 3 {Lt lldtf

of the death ofWill to- receive

Witness:

# 1 1340437 vl08

ATTACHMENT III

193

1

Flamingo eFare Programand Title VI Update

Co-PresentersEmmanuel Nunez

Manager of Retail Sales & Revenue;

Cherie Leporatti, Compliance Officer

Finance and Audit Committee Virtual Meeting

August 17, 2020

194

2

Current HART Fares

Both fare structures will co-exist for 6 months starting January 1, 2021 until June 30, 2021. Starting July 1, 2021 new Flamingo eFare structure will be completely in effect.

ONE-WAY FARES CATEGORY Current Fare Proposed Notes

LOCAL & LIMITED EXPRESS $2.00 $2.00 No Change in fareEXPRESS $3.00 $3.00

DISCOUNT LOCAL $1.00 $1.00 DISCOUNT EXPRESS $1.50 $1.50 HARTFlex $1.00 $1.00 Flamingo Smart Card N/A 3.00

1-DAY UNLIMITED HARTRIDE CATEGORY Fare LOCAL & LIMITED EXPRESS $4.00 Eliminate

Replaced by Daily Fare Cap

DISCOUNT LOCAL & LIMITED EXPRESS $2.00 EliminateEXPRESS $6.00 EliminateDISCOUNT EXPRESS $3.00 EliminateHARTFlex $2.00 Eliminate

3-DAY UNLIMITED HART FARE VISITOR PASS CATEGORY Fare

3-DAY VISITOR PASS $11.75 $11.75 Mobile App

3-DAY VISITOR/GROUP (Bulk purchase of 200 or more) $9.50 Eliminate

31-DAY UNLIMITED HART FARE Fare LOCAL & LIMITED EXPRESS $65.00 Eliminate Replaced by

Monthly Fare CapDISCOUNT LOCAL & LIMITED EXPRESS $32.50 EliminateEXPRESS $95.00 EliminatePassport $85.00 $85.00

DISCOUNT EXPRESS $47.50 Eliminate Replaced by

Monthly Cap1-DAY 10-PACK UNLIMITED HART FARE Fare

10-PACK LOCAL & LIMITED EXPRESS $37.00 Eliminate

10-PACK DISCOUNT LOCAL & LIMITED EXPRESS $18.50 Eliminate

10-PACK EXPRESS $53.00 Eliminate10-PACK DISCOUNT EXPRESS $26.50 Eliminate

ADA PARATRANSIT FARES - HARTPlus Fare ONE-WAY CASH FARE $4.00 $4.0010-RIDE Coupon Book $40.00 $40.00

Adult Student Programs Fare HCC Semester Pass $110.00 $110.00 31-Day Adult Student $48.75 $48.75 U-PASS - USF , Faculty and staff $0.50 $0.50 U-PASS - USF $1.00 $1.00

195

3

Flamingo Fares

* Discounted Fares for Students 6-18, Medicare card holders, people with a disability, senior 65+, veteran with Service Connected disability and HartPlus participants.**Sold on mobile app only.Note: Free cards may be provided via special events or social services institution.

Starting July 1, 2021, the new Flamingo eFare structure will be completely in effect.

HART Flamingo Fares Structure Summary

CASH/STORED VALUE-1 Ride

1-DAY/Daily Cap

3-DAY PASS Calendar Monthly Cap

Calendar Monthly Pass (HART/PSTA)

CHILD (5 years and under) FREE

REGULAR $2.00 $4.00 $11.75** $65.00

DISCOUNT $1.00* $2.00* $32.50*

REGULAR EXPRESS $3.00 $6.00 $95.00

DISCOUNT EXPRESS $1.50* $3.00 $47.50*FAMILY/GROUP PASS # (Product)

$12.50**

HARTPLUS (Future) $4.00

SUMMER BLAST PASS $85.00

HART Flex (Future) $1.00

STREETCAR (TBD) $2.50 $5.00

Flamingo Smart Cards (Purchase/Replacement)

$3.00 see note

196

Critical changes:• Open Payment (Future Enhancement)

• Smartcard initial fee/ replacement fee of $3

• Minimum load of $5 – Online (mobile app/ website) and retail stores

• Fare capping – daily and monthly

• Addition of fare payment medias – smartcard, mobile app

• Removal of magnetic stripe fare card and product (31-day pass)

4

Fare Structure Change

197

Goal - Ensuring that Adverse Effects of fare changes are not born disproportionately by minority and/or low income populations

Title VI Populations Include:• Minorities• Low Income• Limited English Proficiency• People with Disabilities

5

Title VI & Fare Change

Title VI - Ensuring Equity in Service and Fare Changes

198

Title VI & Fare Change

199

• Community Centers

• Homeless Shelters

• Food Pantries

• Senior Centers

• Rehabilitation Centers

• Social Service Organizations

7

Outreach Plan

200

Authorize HART Staff to Initiate Public Involvement

Activities and Conduct a Public Hearing Regarding the

Flamingo eFare Program and Revised Fare Structure

8

Action Item

201

• September 14, 2020: Board authorizes staff to conduct public outreach;

• September – October, 2020: Staff conducts public outreach and holds a Public Hearing

• December 7, 2020: Board approval of new fare structure;

• January 1, 2021: New Flamingo efarestructure goes into effect, offered concurrently with paper passes;

• July 1, 2021: Complete transition to Flamingo efares. Paper passes will no longer be offered.

9

Next Steps

202

10

COMMENTS/QUESTIONS

203

11

Flamingo eFareProgram and Title VI

Update

Co-PresentersEmmanuel Nunez

Manager of Retail Sales & Revenue;

Cherie Leporatti, Compliance Officer

204

Hillsborough Transit AuthorityFinance and Audit Committee Virtual Meeting

August 17, 2020

COMMITTEE ACTION ITEM

Authorize HART Staff to Initiate Public Involvement Activities and Conduct a Public HearingRegarding the Flamingo eFare Program and Revised Fare Structure

OVERVIEW

Flamingo eFare Program is the new, branded public transit fare structure and fare paymenttechnology of the Tampa Bay area. Electronic efares will be introduced with Flamingo which will replace the magnetic strip paper fare cards currently in use. The Flamingo card will have a one-time fee of $3.00. No other monetary fare changes are being proposed.

RECOMMENDATIONS

That the Finance and Audit Committee review the action item to authorize HART staff to initiate public involvement activities and conduct a public hearing regarding the Flamingo efare Program and revised fare structure; and advance this item to the full HART Board of Directors on September14, 2020.

FINANCIAL IMPACT

With the implementation of this new concept, and with the uncertainty of a known adoption rate, HART is estimating approximately a 5% or $350,000 decrease in fare revenue due to fare capping for the first year of implementation.

BACKGROUND

On February 26, 2016 the HART Board awarded a contract with Innovations in Transportation, Inc. for a total not-to exceed amount of $12,088,783 for project implementation.

The goal of the project is to enhance mobility of passengers between its respective jurisdictions bycreating an electronic fare-payment system that will be deployed region-wide. This project is being led by HART for the Regional Working Group consisting of transit agencies from Hillsborough, Pinellas, Pasco, Hernando, and Sarasota counties. A consolidated regional on-line ticketing portal for passengers of all Regional Working Group members will allow passengers to reload and manage fare media. This centralized approach eliminates the need for each Regional Working Group member to maintain its own back-office passenger on-line fare payment system.

Flamingo eFare Program will include product/balance protection and the following new farepayment methods:

-Smart cards-Open Payments - Samsung Pay, Apple Pay and Google Pay, contactless payment cards.-Mobile application (Flamingo Fares App)-Flamingo Fares Customer and Institutional/Corporate Websites-Retail Network for smartcard sales throughout the Regional Working Group (RWG)

Flamingo eFares will institute a new concept called fare capping, which will replace several pass options, like a 1-day or 31-day pass. With the use of either the Flamingo mobile application or a registered Flamingo card, fare capping will provide customers the benefit of never spending more

205

Hillsborough Transit AuthorityFinance and Audit Committee Virtual Meeting

August 17, 2020

than the cost of a day pass (regular or discount) in a single day, or the cost of a monthly pass (regular or discount) in a calendar month.

Both the current fare structure and the Flamingo eFare structure will co-exist for 6 months starting January 1, 2021 until June 30, 2021. Starting July 1, 2021, the new Flamingo eFare structure will be completely in effect.

HART conducted a Fare Equity Analysis through its Title VI Program. The Fare Equity Analysis was conducted in accordance with the United States Department of Transportation’s Federal Transit Administration (FTA) Circular 4702.1B-Title VI Requirements and Guidelines for Federal Transit Administration Recipients. The purpose of the Fare Equity Analysis is to identify if any portion of the proposed fare structure changes may trigger a disparate impact on minority populations or a disproportionate burden on low-income populations.

Six policies were identified through the analysis as having the potential to cause certain populations to be treated differently. For example, program access was one fare policy that was evaluated. With e-fares, only customers that pay for their fares using a physical Flamingo smart card or through the Flamingo mobile application can benefit from fare capping. We know that low-income populations usually pay cash for their fares. If low income customers cannot access the retail store where they can re-charge their Flamingo Fare smart card with cash they cannot benefit equally when compared to other populations that may have a bank card and computer access.

The same set of tools is applied to each scenario to determine if there is a disparate or disproportionate impact.

All six policies that had been identified were screened for discrepancies.

Seventeen public engagement activities were conducted in an effort to gather input from our community. HART utilized its collaborative relationships with community-based organizations that provide services to our target populations within our geographical service area. 110 participants provided feedback. Languages spoken included English, Spanish and Haitian Creole.

Findings from this effort to include public input will be shared with Flamingo Fare leadership. The efforts have been carefully documented and will be submitted to FTA in the HART Flamingo Fares Fare Equity Analysis report.

NEXT STEPS

September 14, 2020: Board authorizes staff to conduct public outreach;

September – October, 2020: Staff conducts public outreach; and holds a Public Hearing

December 7, 2020: Board approval of new fare structure;

January 1, 2021: New Flamingo efare structure goes into effect, offered concurrently with paper passes;

July 1, 2021: Complete transition to Flamingo efares. Paper passes will no longer be offered.

206

Hillsborough Transit AuthorityFinance and Audit Committee Virtual Meeting

August 17, 2020

HART, through its Title VI Program, will continue to evaluate and recommend mitigation strategies as necessary to avoid disparate impacts on minority populations and/or disproportionate impacts on low income populations that may result from the fare media change and the initial cost of the efare card.

Prepared by: Emmanuel Nunez, Manager of Revenue and Retail Sales

Cherie Leporatti, Compliance Officer

Reviewed by: Cyndy Stiglich, Interim Chief Financial Officer

Approved by: Carolyn House Stewart, Interim Chief Executive Officer

Attachments:I. Proposed Resolution#R2020-09-XXII. Current Fare Structure Summary since 2012III. Flamingo eFare Structure SummaryIV. Comprehensive HART Flamingo Fare Programs

Passenger Fare StructureDiscount Fares ProgramParatransit ProgramOther Fare TypesCorporate Transit Program

207

ATTACHMENT I

RESOLUTION NO. # R2020-09-XX

A RESOLUTION TO AUTHORIZE HART STAFF TO INITIATE PUBLIC INVOLVEMENT ACTIVITIES AND CONDUCT A PUBLIC HEARING REGARDINGTHE FLAMINGO EFARE PROGRAM AND REVISED FARE STRUCTURE

WHEREAS, electronic efares will be introduced with Flamingo which will replace the magnetic strip paper fare cards currently in use; and

WHEREAS, the Flamingo card will have a one-time fee of $3.00; and

WHEREAS, both the current fare structure and the Flamingo eFare structure will co-exist for six months starting January 1, 2021 until June 30, 2021; starting July 1, 2021, the new Flamingo eFare structure will be completely in effect; and

WHEREAS, HART conducted a Fare Equity Analysis through its Title VI Program; Findings from this effort to include public input will be shared with Flamingo Fare leadership. The efforts have been carefully documented and will be submitted to FTA in the HART Flamingo Fares Fare Equity Analysis report; and

WHRERAS, in accordance with the HART Board Policy 610.10 (4), HART shall solicit and consider public comment before instituting any fare change except for experimental and emergency services;

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE HILLSBOROUGH TRANSIT AUTHORITY THAT:

Section 1. HART staff is authorized to Initiate Public Involvement Activities and Conduct a Public Hearing Regarding the Flamingo eFare Program and Revised Fare Structure.

Section 2. Proper officers of the Hillsborough Transit Authority are authorized to do all things necessary for the outreach activities.

Section 3. This resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED BY THE BOARD OF DIRECTORS OF THE HILLSBOROUGH TRANSIT AUTHORITY ON SEPTEMBER 14, 2020.

Commissioner Mariella SmithATTEST: Chairperson, HART Board of Directors

__________Councilman Gil Schisler, SecretaryHART Board of Directors

David L. Smith, EsquireHART Board General Counsel

208

ATTACHMENT II

Current Fare Structure Summary Effective November 11, 2012; Proposed structure effective January 1, 2021

ONE-WAY FARES CATEGORY Current Fare

Proposed Notes

LOCAL & LIMITED EXPRESS $2.00 $2.00 No Change in

fareEXPRESS $3.00 $3.00 DISCOUNT LOCAL $1.00 $1.00 DISCOUNT EXPRESS $1.50 $1.50 HARTFlex $1.00 $1.00 Flamingo Smart Card N/A 3.00

1-DAY UNLIMITED HARTRIDE CATEGORY Fare LOCAL & LIMITED EXPRESS $4.00 Eliminate

Replaced by Daily Fare Cap

DISCOUNT LOCAL & LIMITED EXPRESS $2.00 EliminateEXPRESS $6.00 EliminateDISCOUNT EXPRESS $3.00 EliminateHARTFlex $2.00 Eliminate

3-DAY UNLIMITED HART FARE VISITOR PASS CATEGORY

Fare

3-DAY VISITOR PASS $11.75 $11.75 Mobile App3-DAY VISITOR/GROUP (Bulk purchase of 200 or more)

$9.50 Eliminate

31-DAY UNLIMITED HART FARE Fare LOCAL & LIMITED EXPRESS $65.00 Eliminate Replaced by

Monthly Fare Cap

DISCOUNT LOCAL & LIMITED EXPRESS $32.50 EliminateEXPRESS $95.00 EliminatePassport $85.00 $85.00

DISCOUNT EXPRESS $47.50 Eliminate Replaced by Monthly Cap

1-DAY 10-PACK UNLIMITED HART FARE Fare 10-PACK LOCAL & LIMITED EXPRESS $37.00 Eliminate10-PACK DISCOUNT LOCAL & LIMITED EXPRESS $18.50 Eliminate10-PACK EXPRESS $53.00 Eliminate10-PACK DISCOUNT EXPRESS $26.50 Eliminate

ADA PARATRANSIT FARES - HARTPlus Fare ONE-WAY CASH FARE $4.00 $4.0010-RIDE Coupon Book $40.00 $40.00

Adult Student Programs Fare HCC Semester Pass $110.00 $110.00 31-Day Adult Student $48.75 $48.75 U-PASS - USF, Faculty and staff $0.50 $0.50 U-PASS - USF $1.00 $1.00

Both fare structures will co-exist for 6 months starting January 1, 2021 until June 30, 2021. Starting July 1, 2021, the new Flamingo eFare structure will be completely in effect.

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ATTACHMENT III

Flamingo Fares Summary

*Discounted Fares for Students 6-18, Medicare card holders, people with a disability, senior 65+, veteran with Service Connected disability and HartPlus participants.**Sold on mobile app onlyNote: Free cards may be provided via special events or social services institutions

Starting July 1, 2021, the new Flamingo eFare structure will be completely in effect.

HART Flamingo Fares Structure Summary

CASH/STORED VALUE-1 Ride

1-DAY/Daily Cap

3-DAY PASSCalendar Monthly Cap

Calendar Monthly Pass (HART/PSTA)

CHILD (5 years and under) FREE

REGULAR $2.00 $4.00 $11.75** $65.00

DISCOUNT $1.00* $2.00* $32.50*

REGULAR EXPRESS $3.00 $6.00 $95.00

DISCOUNT EXPRESS $1.50* $3.00* $47.50*

FAMILY/GROUP PASS # (Product)

$12.50**

HARTPLUS (Future) $4.00

SUMMER BLAST PASS $85.00

HART Flex (Future) $1.00

STREETCARD (TBD) $2.50 $5.00

Flamingo Smart Cards (Purchase/Replacement)

$3.00 see note

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ATTACHMENT IV

Comprehensive HART Flamingo eFare Program

“Flamingo” is the new, branded public transit fare structure and fare paymenttechnology of the Tampa Bay area. Electronic fares will be introduced with Flamingo, alongwith product/balance protection and new fare payment methods:

-Smart cards-Open Payments - Samsung Pay, Apple Pay and Google Pay, contactless payment cards.-Mobile application (Flamingo Fares App)-Flamingo Fares Customer and Institutional Websites-Retail Network for smartcard sales throughout the Regional Working Group (RWG)

Note: There is a minimum load of $5.00 on Flamingo App, Flamingo websites and the Retail Network, except at transit centers/Customer Service.

Counties participating in this new fare technology are Hillsborough (HART), Pinellas(PSTA), Pasco (PCPT), Sarasota (SCAT), and Hernando (The Bus), collectivelyknown as the Regional Working Group (RWG). Implementation of this new system isscheduled for 2021. Smartcard or mobile app cash balance may be reloaded on the Flamingo website, Retail Network or at HART customer service center.

A fare is required (exact change if using cash/Tap the Flamingo Card/Scan the Flamingo App, contactless card) for each trip.

The fares are proposed to go into effect upon implementation of Flamingo:

HART Flamingo Fares Structure

CASH/STORED VALUE-1 Ride

1-DAY/Daily Cap

3-DAY PASSCalendar Monthly Cap

Calendar Monthly Pass

(HART/PSTA)

Child (5 years and under) FREE

Regular $2.00 $4.00 $11.75** $65.00

Discount $1.00* $2.00* $32.50*

Regular Express $3.00 $6.00 $95.00

Discount Express $1.50* $3.00* $47.50*

Family/Group Pass # $12.50**

HARTPlus (Future) $4.00

Summer Blast Pass $85.00

HART Flex (Future) $1.00

Flamingo Smart Cards (Purchase/Replacement)

$3.00**

*Discounted Fares for Students 6-18, Medicare card holders, people with a disability, senior 65+, veteran with Service Connected disability and HartPlus participants.**Sold on mobile app onlyNote: Free cards may be provided via special events or social services institutions

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ATTACHMENT IV

The Regular 1-Day Cap, and Monthly Cap fares will be available for use on smartcard and mobile application. These fares would allow for a best fare by capping the rider’s total cost in the period indicated:

• Customers will deposit (or load) cash value in a Flamingo account tied to their smartphone mobile app or on a smartcard.

• Customers will draw from their account at the cash rate with a maximum expense of $4 per day and $65 per calendar month.

• Any rides taken that exceed the $4/day or $65/month in each respective period would not be charged to the customer’s account. It should take about 33 rides to reach a monthly cap within a calendar month.

The 3-Day pass will be available to the public. This will be a fare product available on the Flamingo APP only.

The Family/Group -1Day pass fare would allow:o A Group of five people

HART Flex service riders may use the smartcard and mobile app at the cash rate of $1 per tap/mobile app scan. (may be offered on Flex service in the future)

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ATTACHMENT IV

DISCOUNT FARES PROGRAM

This program allows eligible individuals to ride HART’s regular bus routes for a reduced fare by presenting a HART issued Flamingo discount smart card photo ID upon boarding. The Flamingo discount smart card is accepted at PSTA (Pinellas Suncoast Transit Authority), SCAT (Sarasota County Transit), Hernando County TheBus and PCPT (Pasco County Public Transportation) discounting each agency local fare.

Customers who are under age 65 and receive Medicare (not Medicaid) automatically qualify for reduced fares and receive half fare on the bus. Medicare applicants may receive a discount fare card by presenting a government issued photo ID and a valid Medicare card at any HART Retail Sales Location.

Veterans must present a Veteran Administration Disabled ID with “Service Connected”.

Applicants who are deaf or hard of hearing with a pure tone average of 70dB or greater in both ears regardless of hearing aids may substitute an audiogram in lieu of an application; however, the audiogram can be no more than five years old. Applicants who do not have a recent audiogram will need to have a healthcare professional complete the application.

If you do not meet the above criteria, please have a healthcare professional complete the application.

Financial need is not considered for program eligibility.

Discount Fares*Discount Cash fare (On bus Only): $1.00Discount one Flamingo card tap: $1.00Discount 1-Day cap: $2.00Discount Smart Card: $3.00

*Discount fares: Sold on a smart cards only. Proof of eligibility will be required upon boarding. Customers are encouraged to obtain a personalized reduced fare photo ID smartcard at any HART customer service center.

Qualifying discounts for a reduced fare ID Flamingo Card:

Students 6-18 years except for children under 5 and shorter than the fare box. Medicare– Original Red/White/Blue Medicare Card Senior - 65+ years Person with a disability or a veteran with a disability (Veteran Administration

Disabled ID with “Service Connected” HART Discount Application – Filled by a medical professional to certify the

disability Paratransit – Approved eligibility from HARTPlus

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ATTACHMENT IV

Customers must be registered as discount fare eligible in order to purchase reduced fares. Customers may register at HART customer service center:

Marion Transit Center (MTC): 1211 N Marion St, Tampa, FL 33602University Area Transit Center (UATC): 13110 N 27th St, Tampa, FL 33612

For smartcard registration only:

Transit Center registration: Customers will get a reduced fare Flamingo card with their picture on it to use as their reduced fare ID.

For those customers who have a disability, but do not receive Medicare benefits, and are not 65 years of age or older, a reduced fare application must be completed at a /HART customer service center to obtain a reduced fare ID.

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ATTACHMENT IV

DEMAND RESPONSE TRANSPORTATION (PARATRANSIT)

The Hillsborough Transit Agency (HART) provides demand response transportation for people who, because of their disability, are unable to independently use the regular, accessible HART buses. Demand response service is a form of public transportation. Passengers will be required to share a ride whenever possible, as is done on the regular bus system. HART is not required to ensure that a passenger rides alone on a vehicle.

The Americans with Disabilities Act (ADA) makes it possible for people with disabilities to have better access to the community. Eligibility for Paratransit service is based on how a person's disability under ADA affects daily life activities that would prevent the use of accessible fixed-route service.

Paratransit service is provided wherever regular HART local bus service is available and any area inside a three-quarter mile distance of a local bus route. Service area is subject to change. Service is not available outside Hillsborough County. Paratransit is available during the same days and hours as the local bus service for any given trip request. Where architectural barriers such as lack of curb cuts or sidewalk are the only impediment to using accessible buses, an individual may be transported to a bus transfer point where an accessible bus can be boarded.

For Paratransit ride and eligibility information call the HART customer service line @ 813-254-4278.

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ATTACHMENT IV

OTHER FARE TYPES

Adult Student Fare Program

Currently enrolled in a Hillsborough college, university, or adult education facility. An Adult Student 31-Day Smart Card with a 25% discount and a Semester pass can both be purchased only at participating school bookstores or offices. Must show a school ID at time of purchase.

Special Events

The Agency has the authority to grant promotional fares for special events.

Free fares

Regional Working Group (RWG) employees/dependents/retirees

UPASS/Contracted service

This program is contracted with University of South Florida (USF). The students, upon boarding the local bus, swipe/tap/scan their USF student ID/Flamingo smart card/Flamingo Mobile App and ride for free. The faculty and staff swipe the USF ID/Flamingo Smart card/Flamingo Mobile App and pay $.50 to ride. HART is then reimbursed monthly $1.00 per ride through the USF College Transportation fees.

Open Payment

The Regional Working Group (RWG) will add support of open payment media at a later phase. Open payments allow a customer to use Apple Pay, Samsung Pay, Google Pay or contactless credit/debit cards as a payment method on the bus. This transaction will cost the Regular 1-ride cash/stored value fare.

Third-Party Outlets

Flamingo cards are sold and reloaded thru one of our partners in the Regional Working Group (RWG) retail network facilitated by Ready Credit Corporation and may use a number of merchants such as AMSCOT, Ace Check Cashing and a variety of others as third-party smart card outlets.

Streetcar (TBD)

This is a future addition.

Fares: Cash fare: $2.50 One Flamingo card tap: $2.50 1-Day cap: $5.00

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ATTACHMENT IV

CORPORATE TRANSIT PROGRAM

This program lets a company/institution encourage employees to use public transportation through nontaxable fare subsidies.

Federal law entitles all U.S. employers to a tax-deductible business expense of up to $270 per employee per month toward the cost of using public transportation. For most employees, this will apply to the $95 monthly Express Pass or a $65 monthly Local Pass. Funds can also be allocated to vanpooling.

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ATTACHMENT IV

REGULATIONS

Responsibility - HART and its agents assume no responsibility for lost, stolen or mutilated fare/Flamingo cards. Cards, products and stored value are nonredeemable, nonrefundable, and nontransferable. Register your Flamingo card for balance protection. HART can revoke the smart card for unacceptable behavior.

Exchanges - To exchange your Flamingo Card, present the incorrect or malfunctioning card at HART's Marion Transit Center or University Transit Center to receive consideration for exchange.

Cash Fares - This type of fare requires exact change.

Fare Capping - With the Flamingo mobile app or a registered Flamingo card, you will never spend more than the total cost of a day pass (Regular or Discount) in a single day, or the total cost of a monthly pass (Regular or Discount) in a calendar month.

Discount Fares - Passengers MUST have a Flamingo discount card or paratransit permit to ride for a discount fare, with the exception of Medicare cardholders (see below). To learn more about HART discount permits, click here.

Proper HART or PSTA identification is required to receive discount fare: Seniors, 65 years and older; Youth, 5-18 years; People with Disabilities. Effective November 8, 2009, Medicare cardholders need only show their original red, white and blue Medicare card onboard to obtain the discount. Students older than 18 years of age may purchase Flamingo Fares products at a 25% discount from participating educational institutions with proper student I.D.

HART discount permits can be purchased at Marion Transit Center, University Area Transit Center, executive offices, upon proof of eligibility. Call the HARTinfo Line at (813) 254-4278 for further details on discount permit qualifications.

Children - Age 5 and younger ride free when no taller than the yellow height line and accompanied by a paying adult. If a child is taller than the yellow height line, proper ID is required.

Vanpools - Information can be obtained from TBARTA Commuter Services at 1-800-998-RIDE (7433).

Paratransit - Fares for HARTPlus paratransit services can be obtained by calling the HARTinfo Line.

Exact change only. Bus operator does not carry change.

No bills larger than $1.00.

HARTinfo Line: (813) 254-4278 Lost & Found: (813) 384-6301 TDD: (813) 626-9158

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