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MARYLAND TRANSPORTATION AUTHORITYAUTHORITY MEETINGTHURSDAY, SEPTEMBER 25,2008MEMBER CONFERENCE ROOM - POINT BREEZE

OPEN SESSION (REVISED)MEMBERS IN ATTENDANCE: John D. Porcari, ChairBeverley Swaim-StaleyP. Jack BassoRev. Dr. William C. Calhoun, Sr.Mary B. HalseyLouise P. Hoblitzell (via telephone)Richard C. Mike LewinIsaac H. Marks, Sr., EsquireMichael J. WhitsonWalter E. Woodford, Jr., P.E.STAFF IN ATTENDANCE: Ron Freeland, Executive SecretaryTrish BishoffGreg BrownMarcus BrownRandy BrownDavid ChapinSandra Clifford, EsquireBeverly HillDoug HutchesonRichard Jaramillo

Bill KirkGeoff KolbergDaniel F. McMullen, IIIDeb SharplessCheryl SparksSam TriandosAlison WilliamsOTHERS IN ATTENDANCE: Jacquelyn Dixon, Budget Analyst, Departmentof Legislative ServicesLeif Dormsjo, Chief of Staff, MDOT

Denise Ferguson, Principal Counsel, MDOTHatim Jabaji, Department of General ServicesJohn Magness, President/CEO, CantonDevelopment CompanyPaul Shelton, McKennon, Shelton and Henn,LLCKaren Galindo-White, Energy Services Group

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OPEN SESSIONSEPTEMBER 25, 2008PAGE 2

Chairman Porcari called the meeting of the Maryland TransportationAuthority to order 8:10 a.m.At 8:11 a.m., motion was made by Mr. Whitson and seconded by Ms.Halsey to adjourn the meeting of the Maryland Transportation Authority.At 8:30 a.m., Chairman Porcari reconvened the meeting of the MarylandTransportation Authority upon motion by Rev. Dr. Calhoun and seconded by Mr.Whitson with the unanimous approval of the members.At 8:30 a.m. motion was made by Mr. Lewin and seconded by Mr.Whitson, with the unanimous approval of the members, to move into ClosedSession pursuant to Section 10-508(a) of the State Government Article of theAnnotated Code of Maryland to: (1) (i) to discuss the appointment, employment,assignment, promotion, discipline, demotion, compensation, removal,resignation, or performance evaluation of appointees, employees, or officialsover whom it has jurisdiction; or (ii) any other personnel matter that affects 1 ormore specific individuals; (7) to consult with counsel to obtain legal advice; (8) toconsult with staff, consultants, or other individuals about pending or potentiallitigation; (10) to discuss public security, if the public body determines that publicdiscussion would constitute a risk to the public or to public security, including: (i)the deployment of fire and police services and staff; and (ll) the development andimplementation of emergency plans.

ACTIONS TAKEN DURING CLOSED SESSIONThe following actions were taken during Closed Session: Resolution 08-11

Upon motion by Mr. Whitson and seconded by Mr. Woodford, membersunanimously approved Resolution 08-11 - A Resolution Approving,Adopting and Retroactively Ratifying the December 9, 1985 ThroughDecember 21,2006 Amendments to the Operating Policy of the MarylandTransportation Authority. The Chairman concurred in this action.

Operating PolicyUpon motion by Mr. Whitson and seconded by Mr. Basso, membersunanimously approved an Ad Hoc Committee to review and makerecommendations on the Authority's Operating Policy. The committee willbe chaired by Member Marks.

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OPEN SESSIONSEPTEMBER 25,2008PAGE 3(Ms. HoblitzeH ended her telephone conference attendance at 9:30 a.m.and did not vote on subsequent agenda items).

Personnel ActionsUpon motion by Chairman Porcari and seconded by Mr. Whitson,members voted unanimously to terminate the employment of the DeputyExecutive Secretary/COO, who serves at the pleasure of the MarylandTransportation Authority in an Executive Service position, effective as ofOctober 22, 2008,

Financial ForecastUpon motion by Mr. Whitson and seconded by Mr. Marks, membersunanimously approved the Financial Forecast, as amended.At 10:20 a.rn., motion was made by Mr. Basso and seconded by Mr.Whitson and unanimously approved, to move to Open Session.

RATIFICATION OF ACTIONS TAKEN DURING CLOSED SESSIONUpon motion by Mr. Whitson and seconded by Mr. Marks, membersunanimously ratified the above-recorded actions taken in Closed Session.

APPROVAL OF OPEN AND CLOSED SESSION MINUTESUpon motion by Rev. Dr. Calhoun and seconded by Mr. Whitson,members unanimously approved the Open and Closed Session minutes of theAugust 27,2008 meeting as amended. Amended minutes are to reflect "CapitalCommittee Meeting Notes" in lieu of "Authority meeting."Executive Secretary Ron Freeland introduced Deborah Sharpless, theAuthority's Chief Financial Officer, and Beverly Hill, the Director of Procurementand Statutory Compliance. Members congratulated and welcomed Ms.

Sharpless and Ms. Hill to the Authority.

APPROVAL FINANCIAL FORECASTUpon motion by Rev. Dr. Calhoun and seconded by Mr. Whitson,members unanimously approved the Financial Forecast as amended.

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APPROVAL - CONFIRMATION OF APPROVED ACTIONS (MATRIX)In lieu of the August 25,2008 Authority meeting, members unanimouslyconfirmed and ratified the following matrix agenda items:

Underwriters Investment Banking FirmApproval to Citi, Merrill Lynch and Goldman Sachs as the seniorunderwriters; Bank of America and M&T Securities as the co-seniorunderwriters; and Loop Capital Markets as the minority businessfirm.

(Mr. Lewin abstained from voting on this item). DEPFA First Albany Securities- PFC Bonds

Approval of a consent agreement for DEPFA First AlbanySecurities (DEPFA) to serve as successor Remarketing Agent toreplace UBS for the remarketing of the BWI Passenger FacilityCharge (PFC) Revenue Bonds, Series 2003. Review and Compilation, Internal Audit Consultation and InternalAudit Services - Office of Audits, Audit Committee and Division of

FinanceAwarded in the "not to exceed" amount of $2,500,000 toSB & Company and SC&H Group.

Open/Closed Minutes - July 23, 2008Approved

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Contract No. AE-685-000-002/6 - Extra Work AuthorizationComprehensive Preliminary and Final Engineering Design Services- Task No. 21: 1-895 Canton Viaduct Superstructure ReplacementDesignApproved in a "not to exceed" amount of $1,500,000 to the jointventure of Whitman Requardt and Associates (WRA) andMcCormick Taylor and Associates.

Contract No. AE-686-000-002/6 - Extra Work Authorization -Comprehensive Preliminary Final Engineering Design Services -Bay Bridge - Task No. 24: Bay Bridge Main Span Cable InspectionDesign Services; Task No. 25 - Tasks assigned for remedial designof 2008 inspection findingsApproved in the amount of $1,500,000 to Jacobs Civil, Inc.

Contract No. AE-660-000-002/6 - Extra Work AuthorizationComprehensive Preliminary and Final Engineering Design ServicesTask No.9: MD 695/Quarantine Road Interchange ImprovementsApproved in the amount of $300,000 to Johnson, Miriman andThompson.

Contract No. MA-2099-001/6 - Extra Work AuthorizationMdTA Electronic Toll Collection System and Related ServicesApproved in the amount of $23,522.54 to ACS State and LocalSolutions, Inc. It will be presented to the Board of Public Works forapproval.

Contract No. MdTA 2007-04 (A.B,C,D)Architectural/Electrical and Mechanical Engineering Services -MdTA Engineering DivisionApproved in the total amount of $16,000,000 to:Contract A: Johnson, Miriman and Thompson/RubelingAssociates, Inc. (Joint Venture) - $4,000,000

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Contract B: Whitman, Requardt and Assoclates -$4,000,000Contract C - URS Corporation - $4,000,000Contract 0 - PB Americas - $4,000,000 Contract No. MdTA 2007-03 - (AB,C,D,E,F (Revised)

Construction Management and Inspection Services ContractApproved in the total amount of $60,000,000 to:

Contract A - Johnson, Mirimam and Thompson -$12,000,000Contract B: PB Americas/Wallace Montgomery/WhitmanRequardt and Associates Joint Venture - $12,000,000

Contract C: Greenman-Pedersen/Gannett Fleming JointVenture - $10,000,000Contract D: O'Connell Lawrence/DMJM/Whitney Bailey Coxand Magnani Joint Venture - $10,000,000Contract E: STV Incorporated/CenturyEngineering/Development Facilitators, Inc. Joint Venture -$8,000,000Contract F: KCI Technologies/Jacobs, Inc. Joint Venture -$8,000,000

Armored TransportContract awarded to Dunbar Armored, Inc. in the amount of$1,087,352 for a five-year term; Board of Public Works approvalneeded.

Resolution 08-09 - Approval of Final Documents and SaleGARVEE BondsPresented as information only.

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Resolution 08-10- Designation of Investment and SalesUnanimous approval.APPROVAL - CONTRACT NO. MOTA 2006-02 - TRAFFIC ENGINEERINGCONSU LTANT CONTRACTS fC, Dr E)

Mr. Kolberg requested member approval in establishing agreements withthree additional consultant firms to provide comprehensive traffic engineeringand miscellaneous consulting services for the Maryland Transportation Authorityover a four-year period. The Capital Committee had previously requestedjustification of five contracts. The two top qualifying firms' contracts, after reviewby the Capital Committee were recommended for award at its meeting ofNovember 1,2007; the remaining three were tabled until additional informationhad been presented and accepted by the Capital Committee. The CapitalCommittee recommended approval of the three contracts: Contract No. AE-2215-000-002/6/7 (C)Consultants: (Joint Venture) Wallace, Montgomery andAssociates/Rummel, Klepper and Kahl (Joint Venture)Amount: $4,000,000 Contract No. AE-2216-000-002/6/7 (D)Consultants: PB AmericaslWhitney, Bailey, Cox and Magnani(Joint Venture)Amount: $3,000,000 Contract No. AE-2217 -000-002/6/7 (E)Consultant: URS CorporationAmount: $3,000,000

Upon motion by Mr. Woodford and seconded by Rev. Dr. Calhoun,members unanimously approved the three remaining agreements for ContractNo. MdTA 2006-02 - Traffic Consultant Engineering Contracts (C, 0, E) in thetotal amount of $10,000,000 to the above-listed consultants.

APPROVAL - CONTRACT NO. MDTA 2008-01 (A, Br C) - PHYSICAL ONRSITE CONDITION INSPECTIONS OF MOTA'S FACILITIESMr. Kolberg requested member approval in establishing agreements withthree consultants totaling $24,000,000 to provide annual physical on-sitecondition inspections of the Authority's facilities over a four-year period.

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Contract No.: AConsultants: KCI Technologies/Gannett FlemingAmount: $8,000,000Contract No. BConsultants: Greenhorne and O'Mara/Ammann Whitney/PennoniAmount: $8,000,000Contract No. CConsultants: RKKlModjeskie and MastersAmount $8,000,000

The Capital Committee recommended approval of the contracts at theirSeptember 4, 2008 meeting. The contracts will require Board of Public Worksapproval.Upon motion by Mr. Woodford and seconded by Mr. Basso,members unanimously approved agreements with the above listed threeconsultants totaling $24,000,000 under Contract No. MdTA 2008-01 - A, Band

C.

APPROVAL - CONTRACT NO. MOTA 2007-01 - BRIDGE SECURITYRELATED ENGINEERING CONSULTATION SERVICES CONTRACTSMr. Kolberg requested member approval in awarding Contract No. MdTA2007-01 for necessary bridge security related services. The Capital Committeehas reviewed the contract and recommended approval by the full Authority. Thecontract will also need to be presented to the Transportation ProfessionalServices Selection Board (TPSSB) and approved by the Board of Public Works.Upon motion by Mr. Woodford and seconded by Mr. Whitson, membersunanimously approved Contract No. MdTA 2007-01 - Bridge Security Related

Engineering Consultation Services to the consulting firms of Amman Whitney andURS Corporation with a total not to exceed cost of $2,500,QOO-per firm.

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APPROVAL - ENERGY PERFORMANCE PROJECTMr. Kolberg advised members that the Energy Services Group (ESG) hasproposed to perform a study to assess energy usage by the Authority and todevelop a preliminary scope of potential conservation projects. The CapitalCommittee approved the initial Phase I agreement of $143,000. Memberapproval is requested to modify the existing contract at an additional cost of$108,600 to facilitate the generation of a full-scale mockup of the proposedinstallation of LED lighting in the Fort McHenry Tunnel. The new agreementamount will be $251,600. Costs for the mock-up and Phase I study will be borneby ESG unless the Authority decides not to implement the recommended projectresulting from the Phase I study.Member Woodford inquired as to the lighting in the Baltimore HarborTunnel. The ESG will address energy usage at all Authority facilities.Upon motion by Mr. Woodford and seconded by Rev. Dr. Calhoun,members unanimously approved increasing the current agreement amount to$108,600 for the Energy Performance Project to allow for a full scale mockup ofthe proposed installation of LED lighting in the Fort McHenry Tunnel, andpresenting the agreement to the Board of Public Works.

APPROVAL - GAP CONTRACTS FOR THE TRAVEL PLAZAS AND SERVICESTATIONS AT THE MARYLAND AND CHESAPEAKE HOUSESMr. McMullen requested approval on the gap contracts for services at theMaryland and Chesapeake Houses travel plazas. The existing contracts for theoperation and maintenance of the travel plazas and service stations will expireNovember 15,2008 and November 25,2008 respectively.Upon motion by Mr. Basso and seconded by Mr. Whitson, membersunanimously approved the gap contract with HMS Host for the period November16,2008 until November 15, 2009 with two one-year renewal options at the

discretion of the Authority; and approved the gap contracts with OceanPetroleum and Hammco for the operation of the service stations for the periodNovember 26, 2008 until November 25, 2010 with two six-month renewal optionsat the discretion of the Authority.

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CANTON DEVELOPMENT COMPANY STRATEGIC PLANMr. John Magness, President and CEO of the Canton DevelopmentCompany, briefed members on Canton's recent strategic planning session. Atthe planning session, Canton's future was discussed and the mission, vision andvalues statement was revisited.This item was presented as information only.

IBTTA UPDATEMr. McMullen briefed members on the International Bridge Tunnel andTurnpike Association (lBTTA) conference held at the Baltimore MarriottWaterfront Hotel September 21,2008 - September 24,2008. The IBTTApresented the Maryland Transportation Authority with an award for hosting theconference, which was attended by over 900 participants, from over 21 countries.

REPORT OF COUNSELMs. Sandi Clifford presented the Report of Counsel to members for theirinformation.Ms. Clifford advised that the Maryland State Board of Contract Appealsupheld the Authority's rejection of all bids on Contract No. KH-1502-000-002regarding the 1-95/1-895interchange reconstruction.

Rev. Dr. Calhoun mentioned to the members that he and Mr. Woodfordindividually, recently did a visual inspection of the Bay Bridge.

Upon motion by Rev. Dr. Calhoun and seconded by Mr. Marks, themeeting of the Maryland Transportation Authority was adjourned, by generalconsensus at 10:55 a.m.

The next meeting of the Maryland Transportation Authority wi! be held onWednesday, October 22,2008 at 9:00 a.m. in the member co fere ce room ofthe Point Breeze Headquarters Complex.