November 1, 2019

Melanie Williams, Vice Chair

Councilman Gil Schisler, Secretary
Adam M. Harden
Marvin Ray Knight
David Mechank
Commissioner Pat Kemp
Commissioner Mariella Smith
Commissioner Kimberly Overman
C. John Melendez, III
Kathleen Shanahan
Richard A. McClain
Mayor Jane Castor

Dear HART Board of Directors:

I am reporting, in accordance with HART Board policies 400.01 (7) and 410.06 (3), an urgent concern
regarding the gross negligence of the Chief Executive Officer, Mr. Benjamin Limmer, who started with
HART on March 25, 2019. Per HART policy 410.06 (4), I respectfully request that my name and identity
remain as confidential as possible.

Over the past 6 months in my roles as

I have been a direct witness to, or have received documentation in support of, the events
described herein. patterns of behavior constitute a violation of
HART policies - which are implemented by the Board and amount to law, and demonstrate gross
mismanagement, malfeasance, misfeasance, and/or a gross waste of public funds, especially considering
I feel it is my duty and obligation as a dedicated employee
of HART and a good steward of taxpayer funding, to report this information. I, and others, have
approached Limmer on several occasions regarding many of these transgressions, but am concerned
that his actions will continue unless he is held accountable by this Board.

I have attempted to separate the areas of concern into three key categories: Violation of HART
procurement policies and improper vendor relations; Violation of HART travel and pcard policies;
Violation of HART policies regarding hiring and promotion as follows:

Violation of HART procurement policies and improper vendor relations

1. TransPro Consulting
I have serious concern over the dealings between Limmer and TransPro, a transit consulting firm headed
by CEO Mark Aesch. In summary, between March and September 2019 HART awarded 3 sole source
(without competition) contracts (items A, B, D) in the amount of $182,050 to TransPro at the insistence
of Limmer - one of which was a complete deviation from the Procurement policy (item B). There were
legal services contracted through TransPro on the behalf of Limmer (item C), which is a flagrant violation
of procurement policy. A new highly paid Chief position was created by TransPro and filled by the
girlfriend of Mark Aesch (item B). And finally, another Chief position was created and filled by a
TransPro related candidate (item E). Each engagement is detailed below:

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 A. TransPro 100 Day Onboarding and contribution to CEO welcome reception (March):
One day after Limmer starts, HART received a proposal from TransPro for Limmer 100-day Onboarding
Plan. The very brief and high level proposal is for $48,000, which at that dollar threshold according to
Procurement policy 3-204.04(b) would require competition. Jeff Seward asks to
award a sole source contract to TransPro, . I
advise him that per the Procurement Policy 3-205, thi a sole source.
He tells me it is already done, and instructs me to issue the purchase order. Seward, at the insistence of
Limmer, writes the sole source justification for the $48,000 engagement, It is
apparent to me that Limmer had already engaged TransPro prior to his employment, as HART received
an invoice for $43,200 only 2 days after the engagement is signed.

On the same day, HART received a $1000 check from TransPro to assist with costs associated with
Limmer 19 at Armature works. This has the appearance of
a quid pro quo, and at the very least violates the Employee and Procurement policies regarding gifts and
donations.

B. Organizational Design and Staff Augmentation (April-July):

Two weeks after Limmer started, HART received proposals from TransPro in the amount of $146,250 for
a new organizational design strategy ($90,000) and offering the services of Jacquie Halldow for 90 days
($56,250). As these combined engagements exceeded Procurement and Board thresholds for direct
award (per Procurement policy 2-101(3)(a) the Board must approve all contracts over $100,000), Seward

cy 2-300). I explain, and confirm this position with Deputy

Attorney Sylvia Berrien, that the deviation clause was not intended for the purpose of giving the CEO
latitude to avoid proper procurement or board thresholds. Seward told me he felt he had no choice to
give Limmer what he wanted. I, , refused to write or sign the letter.
I strongly encouraged him not to do this , but he wrote the letter and asked Chairman Miller
to sign as well, per policy on deviations. Seward later confided that Mark Aesch told
you want to get rid of a black woman over 40, you need to do an organizational rede
Kenyatta Lee.

During this 90-day engagement, Limmer took TransPro to lunch several times using his HART pcard
despite being advised that vendors should pay for their own meals.

During a redesign meeting with Halldow, Lena Petit (Director of Board Relations) and Chandra Span
(HR Manager), it was reve structure will include a newly created Chief
position, and it was alluded to that the position will be filled by Halldow. As 90-day contract is
about to expire, Limmer unilaterally extended it for 2 weeks at a cost of $7,300 insisted
that the extension be taken to the board. At the end of the extension, Halldow was offered the non-
competed Chief position with HART, with a salary of $150,000.

C. Legal Services (June Ž invoiced in August):

As part of the organizational redesign, Seward and CAO Kenyatta Lee are terminated. I suspect that
Seward (a white male) is fired to avoid the appearance that Limmer has targeted Lee (a black female).
ransPro for the legal services
associated with the termination of Seward and Lee and an invoice from Shumaker, Loop, and Kendrick in
the amount of $27,126 for their services. I called our Board General Counsel, David Smith, questioning if
he was aware of this engagement, as per Procurement policy 3-207.02, no legal services can be
contracted for without Board approval. He explained that he did not even know they had been engaged

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until a few days before Seward and Lee were terminated. Smith and
had multiple conversations
even legal, much less the legal services. Smith finally opined that the only approach on TransPro legal
services would be to either not pay the invoice or take the engagement to the board and ask for
forgiveness. spoke to Limmer and presented him these options. Limmer expressed
concern that I had called Smith and explicitly told me not to involve Smith any other matters, as he did
not trust him. The next day, Limmer told

D. Performance Scorecard (August-September):

Two weeks after , HART awarded another sole source contract to
TransPro for coincidentally about the same amount as the legal services invoice. This came as a result of
Limmer directing Edmondson to get a vendor to develop a Performance Scorecard. Edmondson,
believing such an engagement should not exceed the micro-purchase threshold of $10,000, and
therefore does not need formal quotes (per Procurement policy 3-204.03), only reaches out to 2
consultants one of which is TransPro, as instructed to do so by Limmer. Edmondson got a $10,000
quote from one firm named Jacobs, and a $28,500 quote from TransPro. He recommended Jacobs to
Limmer, but Limmer insisted TransPro be awarded the contract. Edmondson, seemingly distraught,
advised that he was told to award to TransPro despite the cost, and that he
felt had no power to overrule Limmer .
both Edmondson and Smith separately, both
agree that the engagement appears to be suspect.

Moreover, as the engagement is no longer a micro-purchase at $28,500, and the engagement did not
follow the proper procurement process for that dollar threshold (Procurement Policy 3-204.04 states 5
written quotes for purchases over $25,000), I told Edmondson that a sole source justification must be
written decision to award despite
the cost, was refused by Limmer. In fact, during a meeting where Limmer, I
witnessed him striking through the draft with an X across the entire page as if he was very annoyed.
second draft, without , was signed by Limmer.

E. Operations Support (July-September):

esign engagement, HART received
another proposal from them offering the support services of Ted Harris for 90 days, for $99,000. The
last page of proposal stated that if HART chose to hire the candidate after the 90 days, TransPro would
receive 25% of his first
engagement with TransPro, Edmondson emailed Mark Aesch and told him that these support services
would need to be competed, and to disengage.

Rather than soliciting for the support services, Limmer/Halldow/Petit advised Edmondson that they
wanted to hire a newly created Chief position (Customer Experience Officer) that will lead the
Operations and Maintenance divisions, and wanted to do so through Executive Recruitment firm
Krauthamer (Greg Moser) the firm HART used to recruit Limmer. A PO was issued to Krauthamer for
$60,000 to recruit nationwide for the candidate. Two months later, the candidate that is selected is Ted
Harris, with a starting salary of $165,000 the second highest paid salary in HART.
Jacquie Halldow sat on the selection panel.

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I do not know if there is any outside connection between Moser, TransPro and Limmer, however Moser
presented both Limmer and Halldow to the Board for consideration recruitment effort, so
I know there is familiarity. Moser was paid $60,000 by HART ; TransPro did not
receive 25% of Harri . I find it highly suspect that an extensive nationwide search
yielded the same candidate, who happens to live locally, as was proposed for hire in the TransPro
engagement. I cannot say that there was a quid pro quo for TransPro to provide the candidate to Moser
in return for remuneration, but there is certainly an appearance of impropriety.

With the hiring of Harris, Ruthie Reyes Burkard and Scott Drainville were both demoted from Chief
positions to Deputy Chiefs - both of whom will report to Harris but will keep their Chief level salaries of
$150,000.
he admitted he was hands off. Burkard commented that Harris made it clear that he gets in late
and leaves early. Drainville said Harris admitted that he was more of an operations guy than a
maintenance guy This is an example of a gross waste of funds, as this fully allocated position is
approximately $215,000 per year.

2. Infrastrategies
On the same day HART received HART received a
proposal from Infrastrategies, in the amount of $154,900. The high level 3-page proposal is for a 9-
month engagement for a different organizational design and sales tax advisory services, at a rate of
$400/hour. Seward included this engagement in the same sole source letter as TransPro, citing
justification policy 2-300), as again,
instructed to do so by Limmer.

During this engagement, Infrastrategies has submitted several invoices on which meal receipts itemized
expensive dinners that included Limmer. Per Employee and Procurement policies, employees should
not receive gifts from vendors. It seems especially inappropriate if the vendor is billing HART directly for
those expenses.

3. Dorrier Underwood Consulting

Limmer engaged directly with a consultant for
Petit submitted the engagement letter to Procurement and was advised that in order to get the
engagement through without competition, it would need to be reduced to $10,000, which the
consultant does. Invoices received do not indicate how long the sessions lasted or the content of those
sessions, but have been approved for payment each month since June. I question why a self-proclaimed
seasoned leader would ; this appears to be a waste of taxpayer
funding.

4. Workforce and Technology Taskforce consultants

In May 2019, Limmer engaged directly with 2 firms, HNTB and Lumenor, for work that was part of his
100-day plan. Seward advised Limmer to disengage, as they were not current vendors and the contracts
would most likely exceed board thresholds. Two weeks later, Seward is fired. While this may be a
coincidence, I suspect it further supports why Limmer terminated Seward, who had tried to course

5. Management Consulting Services

In August, Limmer told Edmondson that he wanted a pool of 3 management consulting firms, to use at
his - discretion. He gave Edmondson a scope and a budget of $3,000,000, but provided no
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specific projects or tasks. Despite a lack of clear understanding of the goal, Edmondson released the
solicitation. In October, 8 consulting firm proposals are received; TransPro is the only consultant that
has competency in all areas and scores the highest overall. The second highest rated firm is
Infrastrategies, with competency in most areas. Following the meeting, Edmondson comments to me
that it would appear that TransP he statement of work was
Lynda
Crescentini, Director of the HART PMO echoed those same thoughts in separate conversations.

The question became how to award $3,000,000 between 3 firms as Limmer expected. Edmondson told
me both via email and in person that he received nothing about actual engagements or anything more
When I asked Edmondson s far as
funding for or commencement of the contracts, he told act that we do
not have the budget for these engagements. He also told
way of competing the work to legitimize and further his direct relationship with TransPro.

I discussed with Edmondson how to structure the awards such that Limmer would not have unilateral
decision making in assigning task orders. Edmondson then met with Limmer and proposed several
options for award, none of which Limmer accepted. According to Edmondson, Limmer does not want to
go to the board, wants to award to whomever he wants, for whichever task he wants, for whatever
dollar amount he wants. Edmondson told me that he cannot structure these contracts in a way that will
comply with public procurement regulations while satisfying Limmer, but lamented to me that if he
cannot, he knows Limmer will find someone who can. As of this complaint, final decision has not been
reached on how to structure these contracts.

6. Removing the Procurement Manual from Board Policies

It should now be apparent that Limmer has repeatedly looked for ways to circumvent the Procurement
policy, and has recently charged Edmondson to revise the manual to be more
There is movement as of this complaint by Petit and Limmer, with apparent support by Edmondson and
Smith, to request that Procurement Manual no longer be a Board policy so that changes are at the full
direction of the CEO. Further, they will be asking the Board to rescind certain rights and responsibilities
within the area of procurement, like legislative and legal services solicitations. It is my understanding
that this request will be brought forth to the Board in November 2019.

Violation of HART travel and pcard policies

While not as egregious as his circumvention of Procurement policy, L s disregard for the HART
pcard and travel policies have been the bane of the Finance department. He is the first CEO to have a
pcard and has incurred expenses, month over month, for . HART does not have an
and while some expenses could be in conjunction with Limmer conducting HART
business, there is an appearance that he (or his assistant) is using a HART pcard for his own benefit,
which is strictly against the HART Pcard policy. There are multiple examples of meal, beverage, and
event purchases that would appear to corroborate this.

Limmer Seward but when he was told it would require

Board approval, he rescinded the request and settled for a regular pcard instead. He recently asked
again for a corporate card through his assistant, Yolanda Jennings, but she could not tell me his rationale

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for the request. I suspect he wants the corporate card believing it will be less restrictive, or somehow
avoid the financial review process associated with the regular pcard.

With respect to travel, Limmer has used his HART pcard for per diem related expenses, which is strictly
prohibited by the Travel Policy and Procedures Section 6F. He has requested special treatment of per
diem application and rates that is contrary to Section 5D(3), especially when meals are included in the
cost of registration. He is required by Section 4C(2) to have all of his travel approved in advance by the
Chairman of the Board, but that approval is often happening after the travel has already been booked
and paid for by his assistant. He recently stayed in a local hotel for 5 nights over the duration of the
COMTO conference, even though HART does not pay for local lodging. The hotel was literally a half hour

of Community and Business Engagement) pcard, Limmer claimed COMTO agreed to pay for his stay,
although Williams, who holds an office with COMTO, she said she knew nothing of the arrangement and

On October 9, Limmer called me on my way to a meeting and began the conversation with if you have
a problem with me or my expenses then just call me. I asked what this was in reference to he
says, just don't put anything in an email or speak to anymore about my expenses. e mentioned a
letter
expenses and taxes that I had copied the Director
of Finance, Joan Brown, as she was over payroll, and spoke to his assistant about her continued use of
her pcard for storage fees to make sure all parties were aware of how to properly proceed. He told me
that I don't need to tell him what to do with his own contract , and again forcefully orders me not talk
to anyone or email anything about his expenses. He asked if have too much time on our
hands...don't we have anything better to do? This was not the first time he reacted vehemently; in one
exchange regarding travel, he asked who Rose was and why was she questioning if meals were included
in the agenda. When I explained that as the accountant she was doing her due diligence in reconciling
travel, he told me to t

Later on October 9, Petit and Crystal Hundley, Interim Chief People Office, .
questioned about the travel and pcard policies. I demonstrated in the policies all of
the rules that was holding everyone accountable to. They asked me if I felt the CEO should have
special privileges. I explained that irrespective of what I think, the current policies are what
holds everyone accountable to, including the CEO. At one point, Petit commented that perhaps Limmer
should not even have a pcard, concluding this after my navigating to the HART Transparency website,
which gives the public visibility of all pcard transactions.

At the end of this 2-hour session, I spoke to Hundley privately, and told her of the uncomfortable
exchange between myself and Limmer earlier that day. I said that I felt this was a hostile work
environment and that my , had also been put in a position in an
where she felt it was hostile. Hundley suggested a meeting with
Limmer, but as of this complaint, has not acted on my concerns. The next day, Petit approached me and
said she had spoken to Limmer. She told me that Limmer just needed her to confirm that I was not
out

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 Violation of HART policies regarding hiring and promotion

Aside from the creation of positions for, and unorthodox onboarding of Jacquie Halldow and Ted Harris,
Limmer created new positions for two current employees, the new salaries of which are contrary to
HART Employee Handbook Policy 2-3 that states a pay increase should not exceed 10% of the
, or adjustment to the minimum of the new paygrade.

Lena Petit, formerly Director of Board Relations, was promoted on August 5, 2019 to Chief of Policy &
Performance another new Chief position. Her Director salary was approximately $95,000/yr. Her new
Chief salary is $135,000/year, which exceeds the minimum of her new paygrade ($119,000) by $16,000.
Her new salary level also represents a 42% increase over her previous title. Lena was one of the only
staff members directly involved with the TransPro engagement for the organizational redesign. I
suspect that she helped to create this elevated position for herself. The position was not competed.

Carla Williams, formerly Manager of Community Relations, was also promoted on August 5, 2019 to
Director of Community and Business Engagement. Her Manager salary was $74,619/yr. Her new
Director salary is $121,253/year, which exceeds the minimum of her new paygrade ($93,600.) by
$27,653. Her new salary level also represents a 62% increase over her previous title. While her new

the program and that she needed to go to training right away because she was not well versed in DBE
regulations. The position was not competed, and her salary level makes her the 2rd highest paid Director
of 16 total agency Directors.

___________

In conclusion, I implore the HART Board of Directors to consider the actions of the CEO, Benjamin
Limmer, as gross mismanagement and demonstrating a continual pattern of managerial abuse and
violation of policies. I understand that my anonymity may not be completely protected, so it is with
great conflict between the personal and professional fallout I may experience, and doing the right thing
for the organization and the public, that I submit this letter for your consideration. I can provide
supporting documentation (policies, engagement letters, emails, receipts, etc.) as evidence of my claims
upon investigation.

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