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Report on the Transportation Partnership Opportunity Fund, Period Ending June 30, 2024 (October 15, 2024)

Summary

This is a memorandum dated October 15, 2024 from W. Sheppard Miller, III, Secretary of Transportation, to The Honorable Jennifer B. Boysko, Kerrie Delaney, L. Louise Lucas, Luke E. Torian and Vivian E. Watts, with the subject Report on the Transportation Partnership Opportunity Fund. It is the semiannual report on behalf of Governor Glenn Youngkin for the period ending June 30, 2024. It states that the Fund has an uncommitted balance of $56,851,022 and that, from the Fund's inception through June 30, 2024, fifty-one applications related to forty-one separate projects have been received requesting a total of $235,031,970. Governors have approved awards totaling $108,766,705 and directed $50,100,000 to projects.

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“Report on the Transportation Partnership Opportunity Fund, Period Ending June 30, 2024 (October 15, 2024).” Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/2024-rd653-01b9d9152e/, SHA-256 c9cd1f9626af1f97228f531833ad964c7e7f27023a119af7582665472ab76878.

Full text

                                    COMMONWEALTH of VIRGINIA
                                                          Office of the Governor
W. Sheppard Miller lII
&ucr.iry o( Tranpt>rtat,,m

                                                                October 15, 2024

          MEMORANDUM


          TO:                   The Honorable Jennifer B. Boysko
                                The Honorable Kerrie Delaney
                                The Honorable L. Louise Lucas
                                The Honorable Luke E. Torian
                                The Honorable Vivian E. Watts

          FROM:                 W. Sheppard Miller, III
                                Secretary of Transportation
                                                                                  c2
          SUBJECT:              Report on the Transportation Partnership Opportunity Fund


          Pursuant to Section §33.2-1529.1 of the Code of Virginia, the Governor is required to submit semiannual
          reports on the Transportation Partnership Opportunity Fund ("TPOF" or the "Fund"). This memorandum
          and the related attachment constitute that report on behalf of Governor Glenn Youngkin for the period
          ending June 30, 2024.

          During this reporting period of January 1, 2024 to June 30, 2024, the TPOF program experienced the
          following activity:

               •      [n April 2024, Stafford County notified the Department that their project was complete, and all
                      costs have been incurred and reimbursed. The total cost of the project was $644,440, much less
                      than originally estimated. The spent grant balance of $747,560 was returned to the fund.

               •      In accordance with Item 452 0.3 of Chapter 1 of the 2024 Special Session I of the Virginia Acts of
                      Assembly, the Department entered into an Agreement with the Virginia Commercial Space Flight
                      Authority to provide up to $11,000,000 to effectuate the purchase of properties adjacent to the
                      NASA Wallops Flight Facility to support development and prevent encroachment at the launch pad
                      area. Any unused portion of the $11,000,000 after closing on the properties will be returned to the
                      Fund.

               •      The City of Richmond notified the Department that they will not be entering into a grant agreement
                      with the Department for the $950,000 grant awarded on January 11, 2018, for the construction of
                      an access road in support of the Stone Brewery expansion. The grant has been closed and is no
                      longer a commitment of the fund.




                   C'mrick Henr}' Building• 1111 East Bw,1,l Stret • Richmond, V1rgini 23219 • (804) 786-8032 • TTY (800) 828-1120
The Honorable Jennifer B. Boysko
The Honorable Kerrie Delaney
The Honorable L. Louise Lucas
The Honorable Luke E. Torian
The Honorable Vivian E. Watts
October I 5, 2024
Page2



    •   Washington County submitted an application on June 28, 2024, requesting a grant in the amount
        of$2,000,000 to assist with transportation improvements to King Mill Pike Road and Jordan Lane
        in connection with the Kings Mill Residential Housing Development project. The project does not
        meet the minimum economic development criteria of the Commonwealth's Opportunity Fund or
        the Virginia Investment Partnership Grant Program. This is a requirement for meeting the
        minimum eligibility criteria of the fund and therefore was not advanced.

    •   Governor Youngkin directed $30, I 00,000 from TPOF to the City ofSuffolk at the recommendation
        of the Secretary of Transportation and the Secretary of Commerce and Trade for the Route 460
        Road Improvement Project to support the Port 460 Logistics Center development. The funds will
        be provided on a reimbursement basis after the Department and the City execute an agreement.

    •   An Agreement was executed with the Economic Development Authority of Chesterfield County
        ("CEDA") on July 11, 2024, related to the LEGO project. The grant in the amount of$5,000,000
        was awarded by Governor Youngkin on January 15, 2024.

    •   The Fund received a total of $27,445,872 in interest revenue for the second, third and fourth
        quarters of the year.

    •   The Fund has an uncommitted balance of $56,851,022.


From the Fund's inception through June 30, 2024, fifty-one applications related to forty-one separate
projects have been received requesting a total of $235,031,970 in TPOF assistance. Governors have
approved awards totaling $108,766,705 and directed $50,100,000 to projects.

To date, the Fund has been capitalized in the amount of $565,188,387 from the following:

        •   $23,600,000 and $26,400,000 from the Toll Facility Revolving Account and from the Highway
            Construction Fund, respectively, pursuant to Chapter 951 ofthe Acts of Assembly of2005;

        •   $305,000,000 pursuant to Chapter 847 ofthe Acts ofAssembly of2007 and Chapter 780 ofthe
            Acts ofAssembly of2016;

        •   $50,000,000 made available July I, 2011 from the Commonwealth Transportation Fund
            pursuant to Item 452 H. ofChapter 890 ofthe Acts ofAssembly of201 l;

        •   $75,000,000 made available from Virginia Transportation Infrastructure Bank pursuant to Item
            452 0.1. ofChapter I ofthe Virginia Acts ofAssembly Special Session I of2023;

        •   Up to $90,000,000, no more than $15,000,000 in any individual year, shall be provided out of
            the revenue ofthe Commonwealth Transportation Fund in the Six-Year Financial Plan adopted
The Honorable Jennifer B. Boysko
The Honorable Kerrie Delaney
The Honorable L. Louise Lucas
The Honorable Luke E. Torian
The Honorable Vivian E. Watts
October 15, 2024
Page 3



             prior to July 1, 2023 for fiscal years 2025 through 2030 pursuant to Item 438 K. I of Chapter 2
             of the Virginia Acts of Assembly Special Session I of 2024;

        •    TPOF is provided with onethird of al I interest, dividends, and appreciation that may accrue to
             the Transportation Trust Fund and the Highway Maintenance and Operating Fund pursuant to
             Chapter 1230 of the Acts of Assembly of 2020. Through June 30, 2024, TPOF has received
             $85,188,387 in interest earnings.


The $305,000,000 contribution, as outlined by Chapter 847 of the 2007 Acts of Assembly and Chapter 780
of the 2016 Acts of Assembly, was targeted for specific projects while the remaining $175,000,000 and
interest earnings may be used for any eligible applicant and project or direction. The body of this report
focuses on the use of the $175,000,000, interest earnings to the fund and the dedicated revenue beginning
in 2015. The attachment provides a summary and overview of the fund in its entirety as of June 30, 2024.

The Fund is one of many tools available to market the Commonwealth to prospective economic
development partners. Please let me know if I can provide additional information regarding these projects
or the use of the Fund.


cc:
        The Honorable Caren Merrick, Secretary of Commerce and Trade
        The Honorable Stephen E. Cummings, Secretary of Finance

Attachment
                                                               Attachment

  Semiannual Report on the Transportation Partnership Opportunity Fund
  Activity/Award Details to Date
  The table below summarizes the awards to date and the remaining balance form the $100 million in capitalization as of June 30, 2024.

  Capitalizations
  July 1, 2006                                       $50,000,000
  July 1, 2011                                        50,000,000
  July 1, 2023                                        75,000,000
  Interest Earnings                                   85,188,387
  Total Funding Available                          $260,188,387
  Project                                               Amount       Type of Assistance     Award Date              Eligibility Criteria
  VDOT – CFX                                           1,772,740           Grant             4/28/2006                 PPTA Project
  City of Newport News                                 5,000,000           Grant             8/22/2006            Economic Development
  State Route 28 HTIDC                                 5,000,000           Grant             8/22/2006                 PPTA Project
  Town of Leesburg                                    $5,000,000           Grant             2/12/2007             Design-Build Project
  County of Prince George                             10,000,000          Grants             5/19/2008            Economic Development
                                                                                            4/3/2008 and
  VDOT – CFX (Hawks Nest)                              9,892,200           Grants                                      PPTA Project
                                                                                             2/25/2009
  County of Loudoun                                    3,000,000            Grant             5/3/2010             Design-Build Project
  County of Accomack                                   3,250,968            Grant            9/30/2010            Economic Development
  Virginia Comm. Space Flight Authority                5,000,000            Grant            9/15/2011            Economic Development
  City of Winchester                                      47,533            Grant            12/20/2011           Economic Development
                                                                                             11/14/2011
  Virginia Comm. Space Flight Authority               10,000,000           Grants                and              Economic Development
                                                                                              12/7/2012
  County of Rockingham                                 5,000,000            Grant             6/5/2012             Design-Build Project
  County of Prince William                             4,978,062            Grant             6/5/2012             Design-Build Project
  Virginia Comm. Space Flight Authority                5,000,000            Grant            1/25/2013            Economic Development
  Virginia Comm. Space Flight Authority                5,000,000            Grant             2/5/2013            Economic Development
  Department of Aviation                                 151,085            Grant            2/13/2013            Economic Development
  County of Accomack                                   4,000,000            Grant            7/26/2013             Design-Build Project
  County of Giles                                        724,878            Grant            7/26/2013            Economic Development
  Rt. 28 HTIDC                                         5,000,000            Grant            7/26/2013                PPTA Project
  EDA of Newport News                                  1,000,000            Grant             1/5/2015            Economic Development
                                                                                             1/11/2018
  County of Frederick                                  1,169,602            Grant                                 Economic Development
                                                                                            and 8/1/2018
  Virginia Port Authority                              5,000,000            Grant            10/4/2018            Transportation Service
  Virginia Comm. Space Flight Authority                5,000,000            Grant            11/13/2018          Economic Development
  Virginia Comm. Space Flight Authority                7,500,000              -                7/1/2020        Chapter 1289 Item 431 (a)(b)
  Transportation Initiatives                          20,000,000              -                7/1/2020        Chapter 552 Item 447.10 (b)
  EDA of the City of Hampton                             979,681            Grant            1/11/2021           Economic Development
  EDA of New Kent County                               2,000,000            Grant            6/28/2022           Economic Development
  County of Stafford                                     644,440            Grant            6/28/2022           Economic Development
  EDA of Warren County                                   155,516            Grant            6/28/2022           Economic Development
  City of Portsmouth                                   4,800,000              -               7/1/2023            Chapter 1 Item 452 O.2
  Virginia Comm. Space Flight Authority               20,000,000              -              12/4/2023         Directed Award By Governor
  EDA of Chesterfield County                           5,000,000            Grant            1/15/2024           Economic Development
  Virginia Comm. Space Flight Authority               11,000,000              -              5/13/2024            Chapter 1 Item 452.O.3
  City of Suffolk                                     30,100,000              -              6/28/2024         Directed Award By Governor
                               Total Awards        $202,166,705
                                Reductions*           1,170,660
                        Available for Award          $56,851,022

  *FY 2009-2024 Indirect Costs and Governor's FY 2010 Operational Efficiencies Reduction

Attachment: Transportation Partnership Opportunity Fund (TPOF) Semi-annual Report
                                                                                                                              Page 1
Period Ending June 30, 2024
                                                                           Attachment

  Semiannual Report on the Transportation Partnership Opportunity Fund
  Activity/Award Details to Date

  The following identifies the recipients, the projects and the awards made, and the actions taken from TPOF, along with their current status:
  Awards/Projects with Financial Close
                                                                                  Type of                             Date of
  Recipient                           Project                 Location           Assistance           Amount          Award                      Status

                                                                                                                                    Grant is fully disbursed. Grant
                                                         Buchanan, Wise and
  VDOT                        Coalfields Expressway                                 Grant           1,772,740       4/28/2006       awarded was $2,000,000. Final
                                                         Dickenson Counties
                                                                                                                                    grant amount was $1,772,740.

  State Route 28 Highway
                                  Rt. 28 Corridor        Loudoun and Fairfax
  Transportation District                                                           Grant          $5,000,000       8/22/2006           Grant is fully disbursed.
                                  Improvements                Counties
  Commission
  Economic Development         Canon Virginia, Inc.       City of Newport
  Authority of the City of    Economic Development       News and County of         Grant          $5,000,000       8/22/2006           Grant is fully disbursed.
  Newport News                      Project                  Gloucester
  Town of Leesburg              Battlefield Parkway       Town of Leesburg          Grant           5,000,000       2/12/2007           Grant is fully disbursed.
                                                                                  2 Grants-                                        Grants are fully disbursed. Grants
                              Coalfields Expressway      Buchanan, Wise and                                        4/3/2008 and
  VDOT                                                                           $5,000,000         9,892,200                      awarded were $10,000,000. Final
                               Hawks Nest Section        Dickenson Counties                                         2/25/2009
                                                                                    each                                            grant amount was $9,892,200.
                                                                                  2 Grants-
                              Rolls-Royce Economic         County of Prince
  County of Prince George                                                        $5,000,000        10,000,000       5/19/2008          Grants are fully disbursed.
                               Development Project             George
                                                                                    each

  County of Loudoun              Pacific Boulevard       County of Loudoun          Grant           3,000,000        5/3/2010           Grant is fully disbursed.

                               Mid-Atlantic Regional                                                                                 Grant is fully disbursed. Grant
  County of Accomack           Spaceport (MARS) –        County of Accomack         Grant           3,250,968       9/30/2010       awarded was $3,427,412. Final
                               Orbital Sciences Corp.                                                                                grant amount was $3,250,968.
  Virginia Commercial
  Space Flight Authority              MARS               County of Accomack         Grant           5,000,000       9/15/2011           Grant is fully disbursed.
  (VCSFA)
  Virginia Commercial                                                             2 Grants-                         11/14/2011
  Space Flight Authority              MARS               County of Accomack      $5,000,000        10,000,000           and            Grants are fully disbursed.
  (VCSFA)                                                                           each                             12/7/2012

                                                                                                                                The City was unable to complete
                                 Monticello Drive                                                                              original project due to ROW issues.
  City of Winchester          Expansion- Rubbermaid       City of Winchester        Grant            47,533         12/20/2011  Grant amount is equivalent to the
                                Products expansion                                                                               first disbursement made in good
                                                                                                                                           faith of award.

                              Harrisonburg Southeast          County of
  County of Rockingham                                                              Grant           5,000,000        6/5/2012           Grant is fully disbursed.
                                    Connector                Rockingham
                                                                                  2 Grants-
                              USMC Heritage Center         County of Prince      $2,242,350
  County of Prince William                                                                          4,978,062        6/5/2012           Grant is fully disbursed.
                                 Improvements                 William                and
                                                                                 $2,735,712
  Virginia Commercial
                                                                                                                                  Loan has been converted to a grant.
  Space Flight Authority              MARS               County of Accomack         Grant           5,000,000       1/25/2013
                                                                                                                                       Grant is fully disbursed.
  (VCSFA)
  Virginia Commercial
  Space Flight Authority              MARS               County of Accomack         Grant           5,000,000        2/5/2013           Grant is fully disbursed.
  (VCSFA)

                                                                                                                                    Grant is fully disbursed. Grant
  Department of Aviation              Emporia              City of Emporia          Grant            151,085        2/13/2013     awarded was $162,210. Final grant
                                                                                                                                       amount was $151,085.
                                                                                   Page Total     $78,092,588


Attachment: Transportation Partnership Opportunity Fund (TPOF) Semi-annual Report
                                                                                                                                                    Page 2
Period Ending June 30, 2024
                                                                          Attachment

  Semiannual Report on the Transportation Partnership Opportunity Fund
  Activity/Award Details to Date
  Awards/Projects with Financial Close - Continued
                                                                                 Type of                      Date of
  Recipient                           Project                 Location          Assistance      Amount        Award                     Status

                                                              County of
  County of Accomack           Wallops Research Park                              Grant        4,000,000     7/26/2013         Grant is fully disbursed.
                                                              Accomack
  County of Giles                 Celanese Acetate          County of Giles       Grant         724,878      7/26/2013         Grant is fully disbursed.

  State Route 28 Highway
  Transportation              Route 28 bridge widening      Loudoun and
                                                                                  Grant        5,000,000     7/26/2013         Grant is fully disbursed.
  Improvement District        over the Dulles Toll Road    Fairfax Counties
  Commission

  Economic Development
                                                           City of Newport
  Authority of the City of      Liebherr Expansion                                Grant        1,000,000      1/5/2015         Grant is fully disbursed.
                                                          News and Hampton
  Newport News

                                                                                                             1/11/2018      Grat is fully disbursed. Grant
                                Navy Federal Credit
  County of Frederick                                      Frederick County       Grant        1,169,602        and        awarded was $1,290,000. Final
                                 Union Expansion
                                                                                                             8/01/2018      grant amount is $1,169,602.

  Virginia Commercial           Rocket Lab- Venture                                                                        Work is underway. Grant is fully
                                                          Accomack County         Grant        5,000,000     11/13/2018
  Space Flight Authority         Class Launch Pad                                                                                    disbursed.

                                Operation of second
                                  barge service at
  Virginia Port Authority                                 City of Richmond        Grant        5,000,000     10/4/2018         Grant is fully disbursed.
                                 Richmond Marine
                                     Terminal

  Economic Development                                                                                                      Grant is fully disbursed. Grant
                                 Huntington Ingalls
  Authority of the City of                                 City of Hampton        Grant         979,681      1/11/2021    awarded was $979,772. Final grant
                                Industries Expansion
  Hampton                                                                                                                       amount is $979,681.

  Economic Development           Establishment of
  Authority of New Kent        AutoZone Distribution      New Kent County         Grant        2,000,000     6/28/2022         Grant is fully disbursed.
  County                              Center

                                                                                                                            Grant is fully disbursed. Grant
                               Establishment of DHL
  Stafford County                                          Stafford County        Grant         644,440      6/28/2022     awarded was $1,392,000. Final
                               Supply Chain Facility
                                                                                                                             Grant amount is $644,440.

                              Establishment of Nature's
  Warren County Economic                                                                                                        Work is underway, no
                               Touch Processing and         Warren County         Grant         155,516      6/28/2022
  Development Authority                                                                                                      disbusements made to date.
                                Distribution Facility


  Chesterfield Economic        Establishment of LEGO                                                                            Work is underway, no
                                                          Chesterfield County     Grant        5,000,000     1/15/2024
  Development Authority          Distribution Center                                                                         disbusements made to date.

                                                                                 Page Total   $30,674,117
                                                                          Prior Page Total    $78,092,588
                                                                     Financial Close Total    $108,766,705


  Awards/Projects Pending Financial Close
                                                                                 Type of                      Date of
  Recipient                           Project                 Location          Assistance      Amount        Award                    Status
  There are not any projects pending Financial Close.
                                                          Pending Financial Close Total           $0

                             TOTAL AWARDS APPROVED BY THE GOVERNOR                            $108,766,705




Attachment: Transportation Partnership Opportunity Fund (TPOF) Semi-annual Report
                                                                                                                                           Page 3
Period Ending June 30, 2024
                                                                              Attachment


  Semiannual Report on the Transportation Partnership Opportunity Fund
  Activity/Award Details to Date
  Funding Initiatives
  Recipient                                                                                  Amount                                          Status
  Funding to Virginia Commercial Space Flight Authority to provide assistance for
                                                                                                           Appropriated in Item 431 A. and B. of Chapter 1289 (2020
  construction of a hangar for unmanned vehicle operations and to support the development    7,500,000
                                                                                                           Appropriation Act), Effective July 1, 2020.
  of an improved launch team maintenance facility complex

                                                                                                           Appropriated in Item 447.10 B of Chapter 552 (2021
  Funding for various Transportation Initiatives                                            20,000,000
                                                                                                           Special Session Appropriation Act), Effective July 1, 2021.

  Funding to the City of Porthsmouth to be used as the local match for the Complete High
  Street Innovation Corridor Improvement Project to provide multi-modal, complete streets                  Appropriated in Item 452 O.2 of Chapter 1 (2023 Special
                                                                                             4,800,000
  roadway improvements along High Street between Martin Luther King Expressway to                          Session Appropriation Act), Effective July 1, 2023.
  Chestnut Street
  Funding to Virginia Commercial Space Flight Authority to effectuate the purchase of a
                                                                                                           Appropriated in Item 452 O.3 of Chapter 1 (2024 Special
  site, apporoximately 545 acres, adjacent to the NASA Wallops Flight Facility to support   11,000,000
                                                                                                           Session Appropriation Act).
  development and prevent encrochment at the launch pad area.
                                                                Funding Initiatives Total   $43,300,000

  Directed Funds
  Recipient                                                                                  Amount                                          Status
                                                                                                           Directed by the Governor at the Recommendation of the
   Funds to Virginia Commercial Space Flight Authority to support modifications to launch
                                                                                            20,000,000     Secretary of Transportation and Secretary of Commerce and
  pad 0A at the Mid-Atlantic Regional Spaceport Project
                                                                                                           Trade.
                                                                                                           Directed by the Governor at the Recommendation of the
  Funding to the City of Suffolk for the Route 460 Road Improvement Project to support
                                                                                            30,100,000     Secretary of Transportation and Secretary of Commerce and
  the Port 460 Logistics Center development.
                                                                                                           Trade.
                                                                   Directed Funds Total     $50,100,000

                            TOTAL AWARDS/ FUNDING PROVIDED BY FUND                          $202,166,705

  Awards/Projects Unable to Reach Financial Close
                                                                               Type of                       Date of
  Recipient                           Project                Location         Assistance     Amount          Award                           Status

                                                                                                                             TPOF loan could not be executed in
                                                                                                                           accordance with the business agreement
                                                           Spotsylvania,
  Flour Virginia, Inc and                                                                                                between VDOT, Fluor and Transurban at the
                                                         Stafford, Prince
  Transurban USA               I-95/I-395 HOT Lanes                              Loan       $10,000,000     8/22/2006      preliminary stage of project development
                                                        William and Fairfax
  Development, Inc.                                                                                                        under TPOF's statutory requirements. A
                                                              Counties
                                                                                                                           State Infrastructure Bank (SIB) loan was
                                                                                                                         approved for the project and repaid at closing.

                                Wolseley Economic         City of Newport                                                 Due to the decline in the economy the plans
  City of Newport News                                                           Grant       2,700,000      8/22/2006
                                Development Project            News                                                             for expansion were suspended.
                                                                            2 Grants-                       4/11/2007
                               Coalfields Expressway    Buchanan, Wise and                                                   Project was unable to receive FHWA
  VDOT                                                                     $5,000,000       10,000,000         and
                                Rockhouse Section       Dickenson Counties                                                approval and the funds have been rescinded.
                                                                              each                          2/25/2009
                               Coalfields Expressway                        2 Grants-                                     Project has become eligible for 100% federal
                                                        Buchanan, Wise and
  VDOT                          and U.S. Route 460                         $5,000,000       10,000,000      8/12/2011      funding. TPOF funds have been rescinded
                                                        Dickenson Counties
                                     Connector                                each                                             since they were no longer needed.
                                                                                                                            Grant returned. Economic Development
                                 I-95/ Willis Road
  Chesterfield County                                   Chesterfield County      Grant      $5,000,000      8/16/2016       project withdrawn, no longer eligible for
                                    Interchange
                                                                                                                                            TPOF.
                                 Renaissance Drive                                                                       Grant returned. Scope of project changed and
  County of Frederick                                     Frederick County       Grant       1,995,682       3/1/2017
                                    Extension                                                                                    TPOF was no longer needed.

                                                                                                                            Grant returned. Unable to execute grant
  City of Richmond            Stone Brewery Phase II     City of Richmond        Grant       950,000        1/11/2018
                                                                                                                                 agreement with Department.
                                                   Unable to Reach Financial Close Total    $40,645,682




Attachment: Transportation Partnership Opportunity Fund (TPOF) Semi-annual Report
                                                                                                                                                      Page 4
Period Ending June 30, 2024
                                                                  Attachment

  Awards/Projects Not Receiving Award
                                                                              Type of
  Recipient                      Project               Location              Assistance       Amount                     Status

                                                                                                          The project was denied award due to
                                                      County of
  County of Rockingham      Southeast Connector                                 Grant       $4,980,938     ARRA funding received for Port
                                                     Rockingham
                                                                                                               Republic Road in the area.



                                                    City of Virginia                                      The fund was not open to applications
  City of Virginia Beach     Atlantic Avenue                                    Grant        2,497,000
                                                         Beach                                                   at the time of submittal.


                                                                                                              The project was denied award
                                                                                                               because City-controlled state
                                                    City of Virginia                                       transportation funds were available
  City of Virginia Beach     Atlantic Avenue                                    Grant        2,744,000
                                                         Beach                                             for the project and TPOF cannot be
                                                                                                                used to supplant existing or
                                                                                                                    programmed funds.
                                                         Not Receiving Award Total          $10,221,938

  Awards/Projects Not TPOF Eligible

                                                                              Type of
  Recipient                      Project               Location              Assistance       Amount                    Status
                                                                                                               The project did not meet
                             Western Freeway       Commonwealth of
  Virginia Port Authority                                                       Grant       $4,800,000        Transportation or Economic
                             Rail Relocation          Virginia
                                                                                                            Development Evaluation Criteria.

                              Capital Region                                                              There were several statutory conflicts
  Holliday Properties                             County of Hanover            Grant         5,000,000
                                 Center                                                                     with the application and project.

                                                                                                          There were several statutory conflicts
  The Olde Dominion
                             Old Dominion Ag           County of                                            with the application and project.
  Agriculture Foundation,                                                       Grant        300,000
                                 Complex              Pittsylvania                                        Other funding has been identified for
  Inc
                                                                                                                       the project.

  The Route 28 Highway        Rt. 28 Corridor
  Transportation              Improvements-       Loudoun and Fairfax                                         The project did not meet the
                                                                                Grant        5,000,000
  Improvement District         Northbound              Counties                                             Economic Development Criteria.
  Commission                     Widening


  County of Prince          Commuter Parking       County of Prince                                           The project did not meet the
                                                                                Grant        5,000,000
  William                       Garage                William                                               Economic Development Criteria.



                                                                                                              The project did not meet the
  Washington County           King Mill Pike      Washington County            Grant         2,000,000
                                                                                                            Economic Development Criteria.


                                                                       Not Eligible Total   $22,100,000




Attachment: Transportation Partnership Opportunity Fund (TPOF) Semi-annual Report
                                                                                                                                     Page 5
Period Ending June 30, 2024
                                                                            Attachment

  Semiannual Report on the Transportation Partnership Opportunity Fund
  Activity/Award Details to Date

  Chapter 847 of the Acts of Assembly of 2007 and Chapter 780 of the Acts of Assembly of 2016
  Item 449.10 and Item 453 G - $305,000,000 Appropriation

  Through Item 449.10 of Chapter 847 of the Acts of Assembly of 2007, $305,000,000 was allotted to TPOF out of the $500,000,000 for the 2007 Transportation
  Initiative (the "Initiative") projects.

  In 2008, the General Assembly, through Item 462 of Chapter 879 of the Acts of Assembly of 2008, reappropriated $180,000,000 of the $500,000,000 back to
  the Commonwealth of Virginia's General Fund. To substitute for these monies, Item 459 H. of Chapter 879 of the Acts of Assembly of 2008 authorized the
  issuance of $180,000,000 of Capital Projects Revenue bonds.

  Item 453 G of Chapter 780 of the Acts of Assembly of 2016 dedicated the $31,070,647 that was remaining from the previous allocation to Road Improvements at
  military installations and improvements at interstate rest areas throughout the Commonwealth.

  Item 437 C and Item 4-1.03 of Chapter 836 of the Acts of Assembly of 2017 dedicated the any funds deposited pursuant to Item 453 G.2 of Chapter 836 of the
  Acts of Assembly of 2017 to fund additional facilities at Mid-Atlantic Regional Spaceport.


  The following are the 2007 TPOF's Initiative projects receiving award and their status:

  Project                                             Grant Amount                 Location                                Status
  I-495 Capital Beltway HOT Lanes                     $157,207,586              Northern Virginia                 Grant is fully disbursed.
  Route 58 Hillsville Bypass                            77,000,000              Town of Hillsville                Grant is fully disbursed.
  Route 50 Widening                                     14,721,767              County of Fairfax                 Grant is fully disbursed.

                                                                                                           The funds were paid out in August 2011
                                                                                                         based on the grant agreement with the City.
  Norfolk Southern Corporation (NSC) -                                           City of Virginia          The funds were returned in March 2017
                                                        20,000,000
  Right-of-Way Acquisition                                                            Beach                because the project did not advance and
                                                                                                          repayment was required. See Chapter 836
                                                                                                                    (2017), Item 453 G.1.

                                                                                    County of
  I-295/Meadowville Interchange                          5,000,000                                                Grant is fully disbursed.
                                                                                   Chesterfield
                                        Total          $273,929,353




  The remaining projects identified for funding through the 2007 Initiative and their respective status follow:

  Project                                                Location                                                     Status
  Environmental Impact Statement (EIS) for                                      It was determined that the project did not qualify for TPOF and other funds were
                                                 County of Frederick
  Route 37 - Eastern Bypass                                                                                 identified to perform EIS.

                                                                                    A mutual agreement was reached between the City and the Secretary of
                                                                               Transportation to fund the NSC ROW acquisition at $20,000,000 instead of the I-
  I-64/I-264 Interchange                         City of Virginia Beach        64/I-264 Interchange. The funds were paid out in August 2011 based on the grant
                                                                                 agreement with the City. The funds were returned in March 2017 because the
                                                                                              project did not advance and repayment was required.




Attachment: Transportation Partnership Opportunity Fund (TPOF) Semi-annual Report
                                                                                                                                                       Page 6
Period Ending June 30, 2024
                                                                         Attachment

  Semiannual Report on the Transportation Partnership Opportunity Fund
  Activity/Award Details to Date

  The following table summarizes the current awards from the $305,000,000 appropriation:


                                      Capitalization     $305,000,000
  Project                                              Grant Amount     Type of Assistance             Eligibility Criteria
  I-495 Capital Beltway HOT Lanes                      $157,207,586           Grant                       PPTA Project

  U.S. Route 58 - Hillsville Bypass                     77,000,000            Grant                       PPTA Project

  U.S. Route 50 Widening                                14,721,767            Grant                    Design-Build Project

  NSC Right-of-Way Acquisition*                             0                 Grant                   Per FTA Requirements
  I-295/Meadowville Interchange                          5,000,000            Grant                    Design-Build Project

                                                                                             Item 453, G. of Chapter 780, 2016 Acts of
  Road Improvements to military installations           23,110,000            Grant
                                                                                                             Assembly
                                                                                             Item 453, G. of Chapter 780, 2016 Acts of
  Improvements at interstate rest areas                  7,960,647            Grant
                                                                                                             Assembly

                                                                                             Item 437, C. of Chapter 836, 2017 Acts of
  Mid-Atlantic Regional Spaceport                       20,000,000            Grant
                                                                                                             Assembly
                                      Total Awards     $305,000,000

                           Authorization Balance            $0



  *See Norfolk Southern Corporation Right-of-Way Acquisition on page 6




Attachment: Transportation Partnership Opportunity Fund (TPOF) Semi-annual Report
                                                                                                                                         Page 7
Period Ending June 30, 2024


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