The High Rise Bridge is a four-lane, bascule drawbridge that Interstate 64 (I-64) uses to cross the Southern Branch of the Elizabeth River . The twin spans of concrete and steel were completed in 1972, and are operated by VDOT. Currently, the High Rise Bridge is the only highway-grade toll-free crossing of the Southern Branch Elizabeth River, since the Downtown and Midtown Tunnel began tolling in 2014. Other non-interstate alternate routes include the Gilmerton Bridge on U.S. Route 13 (US 13; Military Highway ), as well as the tolled Jordan Bridge in Portsmouth.
49-534: Elizabeth River Crossings ( ERC ), officially known as Elizabeth River Crossings OpCo, LLC , is a limited liability company whose sole purpose is to finance, deliver, operate and maintain the Elizabeth River Tunnels Project in the South Hampton Roads region of Virginia . The project comprised the development, design, construction, finance and operation of a new two-lane tunnel adjacent to
98-409: A corporation , LLCs are required to register in the states they are "conducting (or transacting) business". Each state has different standards and rules defining what "transacting business" means, and as a consequence, navigating what is required can be quite confusing for small business owners. Simply forming an LLC in any state may not be enough to meet legal requirements, and specifically, if an LLC
147-437: A " shareholder ". Additionally, ownership in an LLC is represented by a "membership interest" or an "LLC interest" (sometimes measured in "membership units" or just "units" and at other times simply stated only as percentages ), rather than represented by " shares of stock " or just "shares" (with ownership measured by the number of shares held by each shareholder). Similarly, when issued in physical rather than electronic form,
196-442: A $ 25 late fee is added to each unpaid statement. The significant change was that the lower late fee only applies to the statement, and not to individual transactions on the statement. In September 2017, on a continued path to improve customer experience, ERC issued a new billing statement for Pay by Plate customers. Improvements of the new statement include: Limited liability company A limited liability company ( LLC )
245-413: A backlog of some nearly 350,000 transactions which stemmed from their earlier system glitches, problems which included sensors mistakenly reading cars as having a third axle (triggering a higher toll) and delays in posting tolls to E-ZPass accounts. After hearing about the issues, Virginia Transportation Secretary Aubrey Lane lambasted ERC for the delays and the plans and attempts to continue collecting
294-454: A business formed as an LLC rather than a corporation. An LLC with either single or multiple members may elect to be taxed as a corporation through the filing of IRS Form 8832. After electing corporate tax status, an LLC may further elect to be treated as a regular C corporation (taxation of the entity's income prior to any dividends or distributions to the members and then taxation of the dividends or distributions once received as income by
343-475: A document evidencing ownership rights in an LLC is called a "membership certificate" rather than a "stock certificate." In the absence of express statutory guidance, most American courts have held that LLC members are subject to the same common law alter ego piercing theories as corporate shareholders. However, it is more difficult to pierce the LLC veil because LLCs do not have many formalities to maintain. As long as
392-598: A personal liability in cases where distributions to members render the LLC insolvent. The first state to enact a law authorizing the creation of limited liability companies was Wyoming in 1977. The law was a project of the Hamilton Brothers Oil Company , which sought to organize its business in the United States with liability and tax advantages similar to those it had obtained in Panama . From 1960 to 1997,
441-571: A press conference a few months after the issues were discovered that he understands many users of the Downtown and Midtown tunnel feel the billing issues with ERC are "outrageous" and told ERC to "Get your act together and fix it. You're being paid, do your job right." A September report in The Virginian-Pilot revealed that the problem was still ongoing, and that in July, ERC officials asked VDOT to waive
490-416: A similar entity called a professional limited liability company ( PLLC ). An LLC is a hybrid legal entity having certain characteristics of both a corporation and a partnership or sole proprietorship (depending on how many owners there are). An LLC is a type of unincorporated association , distinct from a corporation. The primary characteristic an LLC shares with a corporation is limited liability , and
539-432: A variety of governance and protective provisions for the corporation and its shareholders, most states do not dictate detailed governance and protective provisions for the members of a limited liability company. In the absence of such statutory provisions, members of an LLC must establish governance and protective provisions pursuant to an operating agreement or similar governing document. High Rise Bridge Because of
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#1733104353702588-529: Is collected from tolls, private equity, contributions from the Commonwealth and a low-interest Federal Highway Administration loan. ERC is responsible for paying back all debt on the project, as well as assuming the entire risk of a decrease in toll revenue if traffic counts do not meet projections. However, if traffic exceeds projections and increases revenue, VDOT will receive a portion of the excess revenue, after all other costs and debt service has been paid for
637-400: Is formed in one state, but the owner (or owners) are located in another state (or states), or an employee is located in another state, or the LLC's base of operations is located in another state, the LLC may need to register as a foreign LLC in the other states it is "transacting business". For U.S. federal income tax purposes, an LLC is treated by default as a pass-through entity. If there
686-502: Is only one member in the company, the LLC is treated as a "disregarded entity" for tax purposes (unless another tax status is elected), and an individual owner would report the LLC's income or loss on Schedule C of his or her individual tax return. Thus, income from the LLC is taxed at the individual tax rates. The default tax status for LLCs with multiple members is as a partnership, which is required to report income and loss on IRS Form 1065. Under partnership tax treatment, each member of
735-479: Is the United States -specific form of a private limited company . It is a business structure that can combine the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation . An LLC is not a corporation under the laws of every state; it is a legal form of a company that provides limited liability to its owners in many jurisdictions. LLCs are well known for
784-595: The Commonwealth Transportation Board approved a $ 2.3 billion project that would eventually widen the corridor of I-64 that includes the bridge to eight lanes, and would replace the drawbridge with a 100 feet (30 m) fixed span bridge, initially planned for 135 feet (41 m), as part of the I-64 Southside Widening Project . As of October 2016, the plan is in Phase I, which would improve
833-551: The Virginia Department of Transportation (VDOT) will maintain ownership of the infrastructure and oversee ERC's activities. ERC financed and built the facilities, and will operate and maintain them for a 58-year concession period. In 2012, Elizabeth River Crossings OpCo was established by Skanska and the Macquarie Group to provide a proposal to the Commonwealth of Virginia's solicitation for bids to upgrade and build out
882-432: The 2:30 opening the bridge was stuck in the up position causing widespread traffic delays. It was later attributed to an electrical outage during a lift at 2:30 p.m.. That failure caused a malfunction in the bridge's lift mechanism which caused the bridge to not close completely. Engineers had to manually lower the span back together, and reopened the bridge some three and a half hours later, at 6:00 pm. In 2016,
931-551: The 60-day processing limit it had imposed on collecting tolls via the E-ZPass system. David Caudill, the VDOT Tolling Administrator, denied the request, and stated in a letter to ERC CEO Greg Woodsmall that he was "greatly concerned with ERC's continued problems with properly managing toll transactions" and that it "reflects poorly on [ERC] and fosters continuing mistrust of the reliability of [their] operations," referring to
980-679: The Delaware Limited Liability Company Act provides that the managers and controlling members of a Delaware-domiciled limited liability company owe fiduciary duties of care and loyalty to the limited liability company and its members. Under the amendment (prompted by the Delaware Supreme Court's decision in Gatz Properties, LLC v. Auriga Capital Corp ), parties to an LLC remain free to expand, restrict, or eliminate fiduciary duties in their LLC agreements (subject to
1029-550: The LLC and the members do not commingle funds, it is difficult to pierce the LLC veil. Membership interests in LLCs and partnership interests are also afforded a significant level of protection through the charging order mechanism. The charging order limits the creditor of a debtor-partner or a debtor-member to the debtor's share of distributions, without conferring on the creditor any voting or management rights. Limited liability company members may, in certain circumstances, also incur
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#17331043537021078-563: The LLC seriously and enacted their own LLC statutes. By 1996, all 50 states and the District of Columbia had LLC statutes. In 1995, the IRS came to the conclusion that the widespread enactment of LLC statutes had undermined the Kintner regulations, and in 1996 it promulgated new regulations establishing a so-called "check the box" (CTB) entity classification election system that went into effect throughout
1127-405: The LLC, as is the case for all partners of a partnership, annually receives a Form K-1 reporting the member's distributive share of the LLC's income or loss that is then reported on the member's individual income tax return. On the other hand, income from corporations is taxed twice: once at the corporate entity level and again when distributed to shareholders. Thus, more tax savings often result if
1176-460: The Secretary in a joint letter stating: In September 2014, ERC released a Toll System Improvement Plan that listed several other steps to mitigate the issues, including utilizing a 10 day/10 trip/$ 20 rule to trigger invoices for non-EZPass customers. An invoice for a Pay by Plate customer would not be generated until 10 days have elapsed, 10 trips have been made or $ 20 in tolls have been incurred since
1225-522: The United States on January 1, 1997. LLCs are subject to fewer regulations than traditional corporations, and thus may allow members to create a more flexible management structure than is possible with other corporate forms. As long as the LLC remains within the confines of state law, the operating agreement is responsible for the flexibility the members of the LLC have in deciding how their LLC will be governed. State statutes typically provide automatic or "default" rules for how an LLC will be governed unless
1274-420: The United States, is sometimes different. When an LLC is formed, it is said to be "organized", not "incorporated" or "chartered", and its founding document is likewise known as its " articles of organization ", instead of its " articles of incorporation " or its "corporate charter". Internal operations of an LLC are further governed by its " operating agreement ". An owner of an LLC is called a "member", rather than
1323-476: The actual construction and rehabilitation of the tunnels. Shortly after their proposal was accepted by the VDOT, the original Elizabeth River Crossings, LLC, was divided into two distinct companies: Elizabeth River Crossings HoldCo, which is the 50/50 venture that leverages the capital investments and equity between Skanska and Macquarie, and Elizabeth River Crossings OpCo, which is the operating and management company for
1372-587: The classification of unincorporated business associations for the purpose of U.S. federal income tax law was governed by the " Kintner regulations", which were named after the prevailing taxpayer in the 1954 legal precedent of that name. As promulgated by the Internal Revenue Service (IRS) in 1960, the Kintner regulations set forth a complex six-factor test for determining whether such business associations would be taxed as corporations or partnerships. Some of these factors had equal significance, so that
1421-491: The construction of the new parallel Midtown Tunnel, and the extension of the MLK Freeway / U.S. 58 to I-264 . The project was administered by Elizabeth River Crossings (ERC) along with VDOT as part of a 58-year public-private partnership (P3) concession that cost approximately $ 2.1 billion to complete. The projects are designed to significantly reduce or eliminate congestion along the surface streets and other arterial roads of in
1470-696: The eastbound tunnel prior to instituting the weekend closure as too dangerous, stating "that maintaining two lanes of eastbound traffic in the eastbound Downtown Tunnel while directing westbound traffic towards one of the four alternative routes (with the I-64 High Rise Bridge as the primary detour) is the best course of action, both for the Project and the traveling public." However, as public outcry from Portsmouth residents continued, ERC eventually halted full weekend closures, instead converting to full nightly closures beginning at 8pm each night, and running until 5am
1519-607: The existing Midtown Tunnel under the Elizabeth River, maintenance and safety improvements to the existing Midtown and Downtown tunnels , extending the Martin Luther King Freeway from London Boulevard to Interstate 264 , and interchange modifications at Brambleton Avenue and Hampton Boulevard. The project is located between the cities of Portsmouth and Norfolk in Hampton Roads. Under a comprehensive agreement,
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1568-402: The fireproofing on the ceiling), or work that would cross the centerline, such that a one-lane closure was not feasible. After allowing closures to occur for several weekends, Portsmouth City Council asked VDOT and ERC to take a look at the plan and explore the idea of turning the eastbound tunnel into a two-way tunnel during the weekend closure. VDOT and ERC had ruled out bi-directional traffic in
1617-495: The first toll on the invoice period. E-ZPass transactions were not affected—they continued to be added and processed nightly by the software. By years end, ERC cleared up all issues and backlogs, and issued $ 500,000 in refunds to customers who paid for tolls that were in excess of 60 days. In June 2017, ERC announced changes to the way tunnel users will receive toll bills, and a major restructuring and reduction of late fees for unpaid tolls, effective immediately. A 30-day billing cycle
1666-477: The flexibility that they provide to business owners; depending on the situation, an LLC may elect to use corporate tax rules instead of being treated as a partnership, and, under certain circumstances, LLCs may be organized as not-for-profit. In certain U.S. states (for example, Texas), businesses that provide professional services requiring a state professional license, such as legal or medical services , may not be allowed to form an LLC but may be required to form
1715-467: The high impact a bridge opening has on traffic, the bridge only opens on a 24-hour advanced notice unless the scheduled lift time is during the bridge's restricted hours of 6–9 am and 3–6 pm, when a three-day notice is required. The current reconstruction project intends to produce a fixed bridge with 100 feet (30 m) clearance, expected to significantly reduce traffic delays associated with bridge lifts. On Wednesday November 10, 2010 after
1764-547: The immediate area. After the review process, which was required under the Public-Private Transportation Act (PPTA), then-Governor Bob McDonnell and VDOT executed the Comprehensive Agreement with ERC on December 5, 2011. Under the agreement, VDOT retains ownership and oversight of the tunnels, while ERC finances, builds, operates and maintains the facilities for a 58-year concession period. Funding
1813-507: The implied covenant of good faith and fair dealing). Under 6 Del. C. Section 18-101(7), a Delaware LLC operating agreement can be written, oral or implied. It sets forth member capital contributions, ownership percentages, and management structure. Like a prenuptial agreement, an operating agreement can avoid future disputes between members by addressing buy-out rights, valuation formulas, and transfer restrictions. The written LLC operating agreement should be signed by all of its members. Like
1862-421: The members) or as an S corporation (entity level income and loss passes through to the members). Some commentators have recommended an LLC taxed as an S-corporation as the best possible small business structure. It combines the simplicity and flexibility of an LLC with the tax benefits of an S-corporation (self-employment tax savings). Some legal scholars argue that corporate income taxes are intended to limit
1911-400: The next morning. Eastbound tunnel closures, which began in July 2014, were not impacted. In early 2014, ERC experienced toll processing delays as the result of "software changes and upgrades". This backlog led to the processing of toll charges well after they were incurred, with some reports of charges being processed and billed up to six months later, per some reports. Gov. McAuliffe said in
1960-400: The operating agreement provides otherwise, as permitted by statute in the state where the LLC was organized. The limited liability company has grown to become one of the most prevalent business forms in the United States. Even the use of a single member LLC affords greater protection for the assets of the member, as compared to operating as an unincorporated entity. Effective August 1, 2013,
2009-498: The period. The deal reached financial close on April 13, 2012. The cost of the project, at financial close was $ 2.1 billion. ERC received $ 300 million from VDOT, $ 663.75 million from the Virginia Small Business Financing Authority and $ 422 million from the U.S. Department of Transportation , all of which went to pay down the toll rate. The 58-year concession period will end on April 13, 2070. As part of
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2058-560: The power of corporations and to offset the legal benefits corporations enjoy, such as limited liability for their investors. There is concern that LLCs, by combining limited liability with no entity-level taxation, could contribute to excessive risk-taking and harm to third parties. Although there is no statutory requirement for an operating agreement in most jurisdictions, members of a multiple member LLC who operate without one may encounter problems. Unlike state laws regarding stock corporations, which are very well developed and provide for
2107-634: The presence of only half of them would result in classification as a partnership. Accordingly, the Wyoming Legislature tailored its statute to grant LLCs particular corporate features without exceeding this threshold. For several years, other states were slow to adopt the LLC form because it was unclear how the IRS and courts would apply the Kintner regulations to it. After the IRS finally decided in 1988 in Revenue Ruling 88-76 that Wyoming LLCs were taxable as partnerships, other states began to take
2156-403: The primary characteristic it shares with a partnership is the availability of pass-through income taxation . As a business entity, an LLC is often more flexible than a corporation and may be well-suited for companies with a single owner. Although LLCs and corporations both possess some analogous features, the basic terminology commonly associated with each type of legal entity, at least within
2205-496: The rehabilitation work on the westbound Downtown Tunnel (Norfolk to Portsmouth), full weekend closures were needed of the tunnel for approximately 25 consecutive weekends. These tunnel closures would begin at 8pm on Friday and finish at 5am on the following Monday morning. Traffic would be primarily detoured to the High Rise Bridge utilizing I-464 . ERC stated that most of the work either required overhead work (such as installing
2254-464: The tolls, stating, "This has been going on for eight months, and I'm not convinced they got it fixed yet." In a September 19 letter to ERC, Skanska , and Macquarie officers, he demanded that the company formulate a "formal plan to address the deficiencies" in processing the transactions by October 1, or lose the support of VDOT in enforcing any non-EZ Pass related toll collection. ERC OpCo CEO Woodsmall and ERC HoldCo Chairman Karl Kuchel responded back to
2303-458: The tunnels that cross the Elizabeth River . Skanska provided the company with construction and development expertise, while Macquarie Group provided private equity and funding for the project. Additional companies that were interested in the project included Kiewit Construction , Weeks Marine , and Skanska's US engineering division, Skanska USA Civil Southeast, all of which were participants in
2352-513: The venture, and the company that holds the rights of the Comprehensive Agreement executed by the state. In November 2020, Elizabeth River Crossings was sold by Skanska and the Macquarie Group to Abertis and John Hancock Financial . The Elizabeth River Tunnels Project is a series of transportation-related projects that included the rehabilitation of the Downtown and existing Midtown tunnels,
2401-436: Was implemented, ending the cycle of sending multiple, sometimes confusing invoices every month to customers. Users of the tunnels would now get a single monthly statement that includes all trips in a 30-day period and more closely resembles how customers receive statements for other routine bills like credit cards, cable service and utilities. In addition, late fees were dramatically reduced. Now, for unpaid tolls over 30 days old,
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