MARYLAND TRANSPORTATION AUTHORITY MONDAY, JANUARY 22,2007 POINT BREEZE FACILITY EXECUTIVE CONFERENCE ROOM OPEN SESSION

MEMBERS IN ATTENDANCE:

John Porcari, Chairman-Designee Susan Affleck Bauer, Esquire Louise Hoblitzell John B. Norris, Jr., P.E. Carol D. Rieg Carolyn Y. Peoples Walter E. Woodford, Jr., P.E. - via ielephone Jay Ayd Greg Brown David Chapin Sandra Clifford Donna Dean Greg Denvart Deb Donohue Keith Duerling Curt Esposito Patrick Fleming Gary McLhinney Daniel McMullen Joe Nessel Jeff Smith Cheryl Sparks Sam Triandos Joe Waggoner Steve Welkos Alison Williams Ed Harris, Esq., Counsel to the State Highway Administration Jamie Traudt, Davenport & Co. David Greenwood, GEC Partners

STAFF IN ATTENDANCE:

OTHERS IN ATTENDANCE

The Chairman-Designee called the meeting of the Maryland Transportation Authority to order at 8 2 4 a.m. At 8:25 a.m., motion was made by Ms. Hoblitzell, seconded by Mr. Norris, and unanimously approved to move into Closed Session, pursuant to Section 10-508 (a) of the State Government Article of the Annotated Code of Maryland: (3) to consider the acquisition of real property for a public purpose and matters directly related thereto (Travel Plaza redevelopment plans)<#@.& rhnsider the investment of public funds (Intercounty Connector project funding; financial overview and forecast);:@)f~ dnsider the marketing i '

OPEN SESSION JANUARY 22,2007 PAGE 2 of public securities (Intercounty Connector project funding; financial overview and forecast); (7) to consult with counsel to obtain legal advice (Intercounty Connector project funding and litigation); (8) to consult with staff, consultants, or other individuals about pending and potential litigation (Intercounty Connector litigation); (10) to discuss public security, because the Authority determined that public discussion would constitute a risk to the public security, including: (i) the deployment of fire, police and services and staff; and (ii) the development and implementation of emergency plans (Authority Security and Police update), and (14) before a contract is awarded or bids are opened, discuss a matter directly related to a negotiating strategy because public discussion or disclosure would adversely impact the ability of the Authority to participate in the competitive bidding or proposal process (Travel Plaza redevelopment plans; upcoming Electronic Toll Collection contract actions); the Chairman-Designee concurring.

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ACTIONS TAKEN DURING CLOSED SESSION The following action was taken during the Closed Session: Travel Plaza Redevelopment Plans Upon motion by Mr. Woodford and seconded by Ms. Rieg, members approved proceeding with the negotiation of a sole source "bridge" contract with the current operator, to ensure continuing service to the traveling public during the 2008-2009 winter holiday season, the Chairman-Designeeconcurring.

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At 9:22a.m., upon motion by Mr. Norris and seconded by Ms. Hoblitzell, members unanimously moved to return to Open Session, the Chairman-Designee concurring. RATIFICATION OF ACTION TAKEN IN CLOSED SESSION Upon motion by Ms. Affleck Bauer and seconded by Ms. Hoblitzell, members unanimously ratified the above-recorded action taken in Closed Session, the ChairmanDesignee concurring. The Chairman-Designee left the meeting at 9:21 a.m.; Senior Member Hoblitzell chaired the remainder of the meeting. Any further actions taken will require the concurrence of the Chairman.
2008 IBTTA ANNUAL CONVENTION

Ms. Affleck Bauer reported that she and Ms. Rieg are on the planning committee for the 2008 International Bridges Tunnels and Turnpikes Association (IBTTA) Annual Convention, to be held in Baltimore. A meeting is scheduled for February lSt. Ms. Hoblitzell commented that is it wonderful to have Mr. Porcari as SecretaryDesignee for the Maryland Department of Transportation and Chairman-Designee of the Authority; it is nice to have someone who knows the members so well.

OPEN SESSION JANUARY 22,2007 PAGE 3

AUTHORITY NAME CHANGE LEGISLATIVE PROPOSAL

Jeff Smith noted that the legislative proposal for the Authority name change was not on the Governor's priority list for initiatives this Session of the General Assembly. Ms. Affleck Bauer expressed that the members wish to meet with whomever is the Authority representative in Annapolis. At 9:27 a.m., upon motion by Ms. Affleck Bauer and seconded by Ms. Rieg, members unanimously voted to return to Closed Session, pursuant to Section 10-508 (a) of the State Government Article of the Annotated Code of Maryland: (7) to consult with counsel to obtain legal advice (Intercounty Connector project funding and litigation); (8) to consult with staff, consultants, or other individuals about pending and potential litigation 0) (Intercounty Connector litigation); (I to discuss public security, because the Authority determined that public discussion would constitute a risk to the public security, including: (i) the deployment of fire, police and services and staff; and (ii) the development and implementation of emergency plans (Authority Security and Police update). At 9:46 a.m., upon motion by Ms. Affleck Bauer and seconded by Mr. Norris, members unanimously voted to return to Open Session.

MINUTES
Members unanimously approved the Open and Closed Session minutes from the September 21 , October 19, November 16 & 28, December 7 & 21, 2006 meetings by general consensus, with no objection.
ENGINEERING CONTRACTS

Mr. Duerling presented the following contract for member consideration and approval: Contract No. KH-986-000-002 Rehabilitation of Combination Curb and Gutter Sidewalks, and Pavers at Various Locations John F. Kennedy Memorial Highway This project is located in Harford and Cecil Counties, Maryland on the John F. Kennedy Memorial Highway, 1-95. The work areas are: The Maryland House Service Area, Truck Scale Facilities North and South, and the Chesapeake House Service Area. The project involves rehabilitation of curbs, combination curb and gutter, sidewalks and pavers at various locations on the facilities. The results are as follows: Engineer's Estimate Budget Allocation Duration of Contract Revised Budget Requested for Contract $233,408.00 $540,000.00 180 Calendar Days $540,000.00 (PIN 7209)

OPEN SESSION JANUARY 22,2007 PAGE 4 The lowest acceptable bid was received from Skyline Contracting Company, Inc. [The lowest apparent bid was received from of Davidson Excavation; however, it was rejected because their Minority Business Enterprise (MBE) program waiver request was rejected]. Skyline Contracting Company, Inc. has adequate experience to be expected to perform this project acceptably. Skyline Contracting Company, Inc, has submitted an MBE program that attains the goal of 20%. It is anticipated that the Notice to Proceed for this contract will be given in March, 2007. Upon motion by Ms. Peoples and seconded by Ms. Rieg, members unanimously approved the award of Contract No. KH-986-009-002to Skyline Contracting Company, Inc., in the amount of $363,295.50. FINANCIAL FORECAST FOR FISCAL YEARS 2007 - 2012 This item was deferred, and referred for discussion with the Finance Committee.
BAY BRIDGE DRIVE-OVERS

Mr. Smith presented this proposal to the members for consideration and approval. During the summer of 2005, Authority staff brought the issue of Bay Bridge drive-overs to the attention of the Bay Bridge Reconstruction Advisory Group. This service involves Authority maintenance and police personnel driving or towing customer vehicles over the bridge, upon the request of the customer, generally because of a fear of driving over the bridge. The citizen members of this committee were surprised to learn about the significant utilization of this service and agreed with Authority staff that the rapid growth in the utilization of drive-overs provided by Authority staff represented a diversion of staff resources from their core mission of ensuring that optimal travel conditions for motorists crossing the bridge. The advisory group prepared recommendations for consideration by the Authority, which were endorsed by the Chairman and Members at the September 2005 meeting. The recommendations included modifications to the drive-over program that would ensure the availability of Authority personnel for the maintenance of bridge operations and provided assistance for travelers unable to drive across the bridge themselves. The advisory group recommended that the Authority survey drive-over users, to explore their willingness to pay for this service, potentially provided through a third-party vendor.
This survey ran for a month from February 2othuntil March 2 0 ' ~ 2006. Seventy-two individuals responded to the survey; 23 reported using the drive-over service between Ito 5 times; 1 used it between 5 to 10 times; 7 used it between 10 and 15 times. Of all l survey respondents, 61 rated the quality of the service as excellent, and 11 rated it as very good; there were no lower-rated responses. All survey respondents, except one, indicated that they would be willing to pay for the use of the drive-over service. After reviewing these results, members of the advisory group recommended that the Authority explore the

OPEN SESSION JANUARY 22,2007 PAGE 5 possibility of the drive-over service being made available to the general public, through a third-party vendor approved by the Authority, in exchange for some sort of reasonable fee for service. The Authority conducted an informational meeting, during which interested parties and Authority staff discussed program requirements for the Bay Bridge drive-over program. Seven potential vendors attended the meeting and were asked to submit written proposals outlining how they intended to meet the requirements specified, equipment that they would use to perform the service, and what cost they would associate with each service. Four of the seven vendors submitted proposals. Authority staff is satisfied that each is equipped with and capable of providing both the drive-over and bicycle transport service with little, if any, reduction to the current level of customer service provided. There was, however, a wide variation in cost for each of the services from the prospective providers based on both direction of travel and time of day: Below are the results of the proposals:

Kent Island Coach and Courier Associated Sedan and Courier Bay Bridge Transport Kent Island Tire and Auto

Eastbound Westbound
6 AM to 10 PM 10 PM to 6 AM

$38.00 $35.00 $50.00 $75.00

$40.00 7AMto7PM 7 PMto7AM

$30.00 $45.00

While the customers surveyed agreed and, often, suggested that a fee was in order, there is doubt that a charge as high as $35.00-$50.00 per drive-over will be easily accepted. Therefore, staff is recommending the following actions:
A cost cap of $35.00 per drive-over for the service. Interested vendors will be advised of this cap and allowed an opportunity to withdraw their names from consideration.

All vendors interested in providing the service, at the approved rate, will be placed on a list of providers that will be offered to drive-over customers.

The program will be evaluated throughout the year

OPEN SESSION JANUARY 22,2007 PAGE 6

Bicycle Transports Unlike drive-overs, which have always been performed by Authority personnel, at no charge to the customer, a single vendor, Associated Sedan and Courier, has provided bicycle transports. The total cost of the service is $25.00 per cyclist, with the customer paying $10.00. This service is much less utilized (approx. 125 annually), rarely used by repeat customers and is more seasonal in nature than the drive-over program. Vendor price proposals related to bicycle transports were as follows: Kent Island Coach and Couriers Associated Sedan and Courier Bay Bridge Transport $22.00 per bicycle $25.00 per bicycle $35.00 per bicycle ($10.00 each additional up to a total of4 per transport) $50.00 per bicycle ($100 for up to 3 bicycles per transport)

Kent Island Tire and Auto

For bicycle transports, Authority staff recommends a cost cap of $30.00 per transport be approved and that the customer pay the full cost of the transfer. These recommendations were presented to the Bay Bridge Reconstruction Advisory Group at their January 2007 meeting. The members of the group voted unanimously in support of these proposals. Members reported that information concerning charging for drive-overs was already mentioned in the newspaper, and even reported the rate to be $35.00. Members stated they would like a per-drive-over cost analysis, breaking down the manpower, gas, equipment, etc. Mr. Esposito noted that the annual cost in man-hours is 2 years. Members expressed their feeling that this service should be out-sourced and that we should not discount or subsidize, as it becomes expected. This item will be brought back to the members at the February 2007 meeting with the additional information. PRESENTATION ON AUTHORITY POLlClES AND PROCEDURES Mr. Brown reported on the current method for developing, approving and organizing Authority polices and procedures. Currently, the Authority does not have documented guidelines for the development, approval, and organization of policies and directives, leading to unclear organization of policies and procedures, ambiguity among staff when discussing policy, directives, procedures, and rules, and causing the development of a system to be reactive rather than proactive. At the May 2005 Authority retreat, Chairman and Members consented to staff's

OPEN SESSION JANUARY 22,2007 PAGE 7 proposal to form a project team charged with providing direction and guidance to the process of clarifying creation and appropriate application of Authority policies and directives. Mr. Woodford commented that the team had done an excellent job of pulling together this information, since it is so complex. He recommended assigning a full-time position to implement this effort.

A position will be developed in the Division of Administration that will take the lead in implementing the guidelines. Members expressed that the policies should be together in one manual with procedures for implementing policies and format for policies to follow.
LEGISLATIVE UPDATE

Mr. Smith presented a Legislative update. Senate Bill 40 was introduced by Senator Pipkin that would waive tolls whenever there is a backup for more than 30 minutes at the Chesapeake Bay Bridge. Senate Bill 42 was also introduced by Senator Pipkin that would prohibit a northern crossing of the Chesapeake Bay with a terminus in Kent County. The Budget Bill and another bill have been introduced that would defer the FY 2008 transfer of $50 million from the General Fund to the ICC project. Draft boards have been prepared for the Legislative breakfast on February 8, 2007 at the Calvert House in Annapolis. Mr. Norris asked if the Authority could develop a new logo. Staff replied that the Authority could change the logo without officially changing the agency name. Ms. Hoblitzell observed that with the transition in the Authority's management, members would be taking a more active role in the legislative matters. This would facilitate the legislators associating the members with the Authority. Members were invited to call in to the weekly staff legislative update meetings. Mr. Smith introduced Patrick Fleming, who will be working with him on legislative matters. At 1054 a.m., upon motion by Mr. Rieg, and seconded by Ms. Affleck Bauer, members unanimously voted to approve to return to Closed Session, pursuant to Section 10-508 (a) of the State Government Article of the Annotated Code of Maryland: (1) to discuss: (i) the appointment, employment, assignment, promotion, discipline, demotion, compensation, removal, resignation, or performance evaluation of appointees, employees, or officials over whom it has jurisdiction; or (ii) any other personnel matter that affects Ior more specific individuals.
ACTIONS TAKEN DURING CLOSED SESSION

The following actions were taken during the Closed Session:

Resignation of Executive Secretary Trent M. Kittleman

OPEN SESSION JANUARY 22,2007 PAGE 8 Upon motion by Ms. Rieg and seconded by Mr. Norris, members unanimously accepted the resignation of Executive Secretary Trent M. Kittleman.

Appointment of Interim Executive Secretary

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Upon motion by Mr. Norris and seconded by Mr. Woodford, members unanimously appointed Daniel F. McMullen, Ill as Interim Executive Secretary of the Maryland Transportation Authority.
At 12:lO p.m., upon motion by Ms. Peoples and seconded by Ms. Rieg, members unanimously moved to return to Open Session.

RATIFICATION OF ACTlONS TAKEN IN CLOSED SESSION Upon motion by Ms. Peoples and seconded by Ms. Rieg, members unanimously ratified the above-recorded actions taken in Closed Session.

REPORT OF COUNSEL
Ms. Donohue provided a written report for member information.
DIVISION REPORTS

The following written reports were included in the materials for member information. Division of Administration Office of Audits E-ZPass Report Division of Communications Division of Finance Division of Information Technology Division of Strategic Development Division of Organizational Development Operations Maintenance and Police Report REGULAR MONTHLY REPORTS

The following reports were provided for member information.

Bay Bridge Reconstruction Advisory Group Minutes 1-95 Express Toll Lanes Project Update Canton Railroad Status Report Inter-County Connector Report Express Toll Lanes Right of Way Acquisitions

There being no further business, the meeting of the Maryland Transportation Authority adjourned at 12:l Ip.m., upon general consensus of the members, with no objection. The next meeting of the Maryland Transportation Authority will be held on Tuesday, February 15, 2007, in the conference room at the Point Breeze Headquarters Building.

OPEN SESSION JANUARY 22,2007 PAGE 9

Concurred:

MARYLAND TRANSPORTATION AUTHORITY THURSDAY, FEBRUARY 15,2007 POINT BREEZE FACILITY EXECUTIVE CONFERENCE ROOM OPEN SESSION MEMBERS IN ATTENDANCE:

Beverley Swaim Staley, Acting Chair ,N Susan Affleck 'Bauer, Esquire Louise Hoblifzell John B. Norris, Jr., P.E. Carol D. Rieg - via telephone Carolyn Y. Peoples Walter E. Woodford, Jr., P.E. - via telephone
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STAFF IN ATTENDANCE:

Jay Ayd Alice Brooks Greg Brown Marcus Brown David Chapin Sandra Clifford Donna Dean Greg Dewart Joyce Diepold Deb Donohue Bruce Gartner Cecilia Hellrung Greg Jones Geoff Kolberg Dan McMullen Russell Shea Dennis Simpson Glen Smith Jeff Smith Cheryl Sparks Sam Triandos Joe Waggoner Steve Welkos Alison Williams Peter Kessenich, Public Financial Management Melinda Peters, Director, Office of the Intercounty Connector, State Highway Administration Dana Reed, Contract Litigation Unit, Office of the Attorney General Joel Oleinik, Contract Litigation Unit, Office of the Attorney General David Baldwin, Director, Office of Finance & Administration, Maryland Aviation Administration

OTHERS IN ATTENDANCE:

OPEN SESSION FEBRUARY 15,2007 PAGE 2

Ronald Freeland, Booze, Allen, Hamilton Jamie Traudt, Davenport and Co. Joe Mason, Davenport and Co. Paul Shelton, McKennon Shelton & Henn LLP Michael Jones, Host Marriot Services Jason Ross, Maryland Broadband Cooperative Patrick Mitchell, Maryland Broadband Cooperative The Acting Chair called the meeting of the Maryland Transportation Authority to order at 9:34a.m. Any further actions taken will require the concurrence of the Chairman. At 9:35a.m., motion was made by Ms. Hoblitzell, seconded by Ms. Affleck Bauer and unanimously approved to move into Closed Session, pursuant to Section 10-508 (a) of the State Government Article of the Annotated Code of Maryland: (1) to discuss: (i) the appointment, employment, assignment, promotion, discipline, demotion, compensation, removal, resignation, or performance evaluation of appointees, employees, or officials over whom it has jurisdiction (personnel actions); (ii) any other personnel matter that affects 1 or more specific individuals (organizational chart); (3) to consider the acquisition of real lated thereto (Intercounty Connector ic funds (Intercounty Connector project sider the marketing of public securities (Intercounty Connector project erview and forecast); (7) to consult with counsel to obtain legal advice ( ge and tort litigation); (8) to consult with staff, consultants, or other in als about pending and potential litigation (Chesapeake Bay Bridge and tort Litigation); (10) to discuss public security, because the Authority determined that public discussion would constitute a risk to the public security, including: (i) the deployment of fire, police and services and staff; and (ii) the development and implementation of emergency plans (Authority Security and Police update), and (14) before a contract is awarded or bids are opened, discuss a matter directly related to a negotiating strategy because public discussion or disclosure would adversely impact the ability of the Authority to participate in the competitive bidding or proposal process (Travel Plaza redevelopment plans; upcoming Electronic Toll Collection contract actions); the Acting Chair concurring.
ACTIONS TAKEN DURING CLOSED SESSION

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The following actions were taken during the Closed Session:

c n a n c i a l Forecast

Upon motion by Ms. Hobli ell and seconded by Ms. Peoples, members approved submitting the current for ast to the Department of Legislative Services, including projected toll increases to 201 1, on February 16, 2007. Organizational Chart

OPEN SESSION FEBRUARY 15,2007 PAGE 3 Upon motion by Mr. Norris and seconded by Ms. Hoblitzell, members unanimously approved the organizational chart as presented at the February 15, 2007 Authority meeting, as modified: change titte to "Coordinator for ICC & Special Projects;" move the Chief of Police and Director of Operations boxes vertically.
Personnel Actions Executive Secretarv: Upon motion by Mr. Norris and seconded by Mr. Woodford, members unanimously appointed Ronald L. Freeland to be the Executive Secretary of the Maryland Transpoltation Authority, and approved the Grade at 9909 and the salary, subject to satisfactory performance evaluations after 6 months and Iyear, the Acting Chair concurring. Police Chief: Upon motion by Ms. Hoblitzell and seconded by Ms. Peoples, members unanimously appointed Marcus 1.Brown to be the Chief of the Maryland Transportation Authority Police, and approved the Grade at 0129 and flat rate salary, subject to satisfactory petformance evaluations after 6 months and 1 year, the Acting Chair concurring. Chief Administrative Officer: Upon motion by Ms. Hoblitzell and seconded by Mr. Woodford, members unanimously appointed Gregory A. Brown to be the Chief Administrative Officer of the Maryland Transportation Authority, and approved the Grade at 26, and step at 15, the Acting Chair concurring. Interim Executive Secretary: Members thanked Dan McMullen for acting as the Interim Executive Secretary during the period of transition, and directed that he be compensated at the acting pay rate for the position. Litigation

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Upon motion by Mr. Woodford and seconded by Ms. Rieg, members unanimously authorized the Chairman-Designate to execute the settlement agreement on behalf of the State in the case of the Estate of Thomas C. Marfin, e t a / . v. Sean Kent, et al., the Acting Chair concurring.
Procirrement Officer for Chesapeake Bay Bridge Contract Claim against Cianbro

Upon motion by Ms. Hoblitzell and seconded by Ms. Peoples, members unanimously appointed Joe Waggoner as Procurement Officer for the claim asserted against Cianbro by the Authority, related to Chesapeake Bay Bridge Contract number LB 985-000-002, the Acting Chair concurring. At 12:22 p.m., uponmotion by Ms. Hoblitzell and seconded by Ms. Affleck Bauer, members unanimously moved to return to Open Session, the Acting Chair concurring.

OPEN SESSION FEBRUARY 15,2007 PAGE 4 RATIFICATION OF ACTIONS TAKEN IN CLOSED SESSION Upon motion by Mr. Woodford and seconded by Ms. Hoblitzell, members unanimously ratified the above-recorded actions taken in Closed Session, the Acting Chair concurring. MINUTES Because of technical difficulties, consideration of the minutes of the Open and Closed Sessions of the January 22, 2007 Authority meeting was deferred until the February 15, 2007 Authority meeting. BALTIMOREMASHINGTON INTERNATIONAL THURGOOD MARSHALL AIRPORT CONSOLIDATED RENTAL CAR FACILITY IMPROVEMENT STUDY Ms. Williams and Mr. David Baldwin presented this request from the Maryland Aviation Administration (MAA) seeking approval to use approximately $30,000 of customer facility charge (CFC) lmprovement funds for a Consolidated Rental Car Facility (CRCF) Customer V Service Building Courtyard lmprovement Study. Per Article I "Pledged Revenues and Funds" of the Trust Agreement by and between the Maryland Transportation Authority and the Bank of New York as Trustee, amounts on deposit in the Facility lmprovement Fund shall be applied in accordance with requisitions of the Authority to the payment of: (a) costs of operating the transportation system in connection with the rental car facilities prior to the completion of the Project;

(b) costs of acquisition of the Common Shuttle Bus Fleet, costs of additions,
improvements or betterments to, or design, expansion, construction, replacement, remodeling or equipping of the Facilities, including (without limitations) any extraordinary maintenance of or repairs to the Facilities, and such other costs of the Facilities as shall be permitted under applicable law, and; (c) any amounts required to be refunded to any Operators as an overpayment of Contingent Rent under the Lease and Concession Contracts or other similar agreements between MAA and such Operators. The CFC lmprovement Fund has a balance of $9.5 million as of December 31, 2006. MAA has reduced this amount for future bus replacements at $1.O million per year and for previously approved CFC improvement projects costing $2.4 million, resulting in a net balance in the lmprovement Fund of approximately $3.4 million. MAA requests use of approximately $30,000 of these funds for the Customer Service Building Courtyard lmprovement Study. The rental car consortium has requested that additional public parking and a designated taxi staging area be provided. In addition, Anne Arundel County is planning on improvements to New Ridge Road that would make continued staging of the CRCF shuttle buses along the roadway difficult. Reconfiguration of the courtyard may make other opportunities available to accommodate this function.

OPEN SESSION FEBRUARY 15,2007 PAGE 5

Upon motion by Ms. Hoblitzell and seconded by Ms. Affleck Bauer, members unanimously approved using the CFC Improvement Fund monies for this study, the Acting Chair concurring. The Acting Chair took the opportunity to recognize, introduce, and welcome Ronald L. Freeland, the new Authority Executive Secretary.
RESOLUTION 07-01 GARVEE BONDS

Ms. Donohue presented Resolution 07-01, a resolution regarding the intent of the Authority to issue grant and revenue anticipation (GARVEE) bonds in an aggregate principal amount not to exceed four hundred million doilars ($400,000,000) (the "Bonds"); authorizing the preparation and distribution of a preliminary official statement and final official statement with respect to such bonds; declaring the official intent of the Authority; and certain other matters. Upon motion by Mr. Woodford and seconded by Ms. Hoblitzell, members voted to approve Resolution 07-01, the Acting Chair concurring, and Mr. Norris opposed the approval of the Resolution.
ETC GAP Contract

This item was deferred until a future Authority meeting.

ICC CONSULTANT CONTRACTS

Melinda Peters, Director of the Office of the Intercounty Connector for the State Highway Administration, reported that the new amount for the planning and preliminary engineering services is $259,796,000. This revised amount includes additional funds for right-of-way acquisition overhead costs and construction management oversight services. An upward adjustment to the General Engineering Contract (GEC) of $169,600,000 was approved by the Board of Public Works. Other adjustments are proposed for the consultant contracts. Mr. Norris observed that the Capital Committee had not reviewed the adjustments to the contracts because the Committee meeting for February had been cancelled, This item was referred for consideration by the Capital Committee at its March meeting.
ICC CONTRACT NO. AT376A21- GEOTECHNICAL INVESTIGATIONS CONSTRUCTION OF A DRILL RIG ACCESS PATH - CONTRACT 6

Ms. Peters presented this item for member approval. In developing the plan for preliminary engineering for Contract B for the ICC, an access road for drill rigs became necessary to construct. The contract would be require installation of two temporary bridges for drill rigs to access the area between Bonifant Road and Notley Road. The work would take approximately 3 months to complete. The engineer's estimate for the work is $300,000. SHA is waiting for a price proposal from the on-call construction contractor for

OPEN SESSION FEBRUARY d 5,2007 PAGE 6 this work. Mr. Norris requested referral of this item to the Capital Committee for consideration at its March meeting. OPERATING POLICY Mr. McMullen presented the amended "Operating Policy of the Maryland Transportation Authority" for member consideration and approval. The amended policy includes information regarding: expanded membership (eight members instead of six), term limits, committee structure, liaisons with state transportation agencies; passage of motions and resolutions; organizational staff changes, and chairing of the meetings. Upon motion by Ms. Hoblitzell and seconded by Mr. Woodford, members unanimously approved the amended Operating Policy as drafted with the stipulation that it will be continually revised as necessary to meet the needs of the Authority, the Acting Chair concurring. EXTRA WORK AUTHORIZATION - CONTRACT LB 378-000-006R This item was referred to the Capital Committee for consideration at its March meeting. AGREEMENT WITH MARYLAND BROADBAND COOPERATIVE FOR BAY BRIDGE FIBER OPTICS Mr. Ross and Mr. Mitchell from the Maryland Broadband Cooperative (MDBC) presented this item for member approval to delegate signing authority to the Executive Secretary to formalize an agreement with the terms presented. The Division of Strategic Development has negotiated with the Maryland Broadband Cooperative to provide for installation of MDBC1sfiber optic cabling through Authority conduits crossing both spans of the Bay Bridge. In exchange for the right to occupy conduits on the Bay Bridge, the MDBC will share the revenue with the Authority generated by negotiating and managing lease of their fiber. The Authority will share in revenue derived from licensing of this fiber on an incrementally triggered escalation of percentages. This sharing structure assists MDBC by initially providing a slightly higher sustaining revenue source during the start-up phase of operations. The Authority benefits by receiving an increasing percentage of revenue recognizing the increase in the Bay Bridge's utility as fiber capacity is consumed. The MDBC wants to use a contractor currently performing other work on the 8ay Bridge to install the fiber cables, minimizing the number of lane closures and associated installation costs. This item will need Board of Public Works approval. Mr. Woodford noted that the Authority is doing its part to bring connectivity to the

OPEN SESSION FEBRUARY 15,2007 PAGE 7 Eastern Shore; the State has brought it to the Bay Bridge, and away from the Bridge. Mr. Norris asked about the installation timeframe. MDBC anticipates being in Salisbury by May. Phase II will connect to the Bay Bridge by the end of 2007. Southern Maryland negotiations have begun with asset owners. MDBC estimates that Memoranda of Understanding could be finalized by mid-summer. Mr. Greg Jones noted that there will be other opportunities for the Authority to work with MDBC for Southern Maryland and the Nice Bridge. Upon motion by Ms. Hoblitzell and seconded by Ms. Peoples, members unanimously authorized the Executive Secretary to executive a formal agreement with Maryland Broadband Cooperative, consistent with the terms presented, the Acting Chair concurring.
BAY BRIDGE DRIVE-OVERS

Mr. Jeff Smith presented the item for the Bay Bridge drive-over follow-up from the last presentation at the January 2007 Authority meeting. Staff gathered the cost analysis for Authority staff to perform these services as requested by the members. Costs were presented for drive-overs and tow-overs. The average estimated cost was approximated at $26.73. The recommended cost cap was $35.00. Upon motion by Mr. Woodford and seconded by Mr. Norris, members unanimously approved charging $25.00 for the drive-overhow-over service, to be implemented effective , immediately, the Acting Chair concurring.
SOLE SOURCE CONTRACT 40732377 - UPGRADE FINANCIAL SYSTEM - SOLOMON FINANCIAL DEPARTMENT

Mr. Derwart presented this request for approval of a sole source contract with ITA Corporation to upgrade the current electronic financial system, Solomon, to the latest version for the Authority's Finance Division. The current system was installed in I989 by ITA, and has reached its capacity. It can be upgraded to meet the current needs of the Authority. ITA's proposal will allow internet and report server software to remote access for Authority managers and will interface Solomon with Maxirno. There is no firm authorized to work on the Solomon System. The Authority's only alternative would be to purchase a new system, requiring the contractor to provide an entire replacement system or make upgrades to the software allowing the program to work with the Solomon System. This would cost at least a million dollars in additional expenditures for consulting services. ITA Corporation has been a MDOT-certified MBE for thirteen years. The total amount for the contract is $238,050.00. This item requires Board of Public Works approval, following member approval.
Upon motion by Ms. Hoblitzell and seconded by Mr. Woodford, members unanimously approved award of a sole source contract to ITA Corporation in the amount of

OPEN SESSION FEBRUARY 15,2007 PAGE 8

$238,050.00, the Acting Chair concurring. LEGISLATIVE UPDATE Mr. Jeff Smith presented a Legislative Update. House Bill 1026 was discussed. This bill would require the Authority to provide for a Susquehanna River Region E-ZPass for use at the Hatem Bridge and portions of the JFK highway within Cecil County and Harford County; limiting use to two-axle vehicles and requiring registration in person; prohibiting use of this E-ZPass for vehicles towed or being towed; establishing a maximum fee of $10; authorizing the Authority to adopt rules and regulations for implementation, etc. Members and staff discussed the significant fiscal impact this bill would have on the Authority and the effect a similar bill had on the Massachusetts Turnpike. Also discussed were Senate Bills 40 and 42, (suspension of tolls during rush hour and prohibiting a Northern Bay Crossing - the Authority is opposed to both) and House Bill 227 (relating to Public-Private Partnerships) to which the Authority plans to take a compromise approach. DISPOSAL OF AUTHORITY PROPERTY - TRUCK MOUNTED CRANE Mr. McMullen reported that the Maryland Environmental Service (MES) has requested the Authority's assistance in transferring a small crane to facilitate maintenance functions. MES currently leases a crane at a yearly cost. Upon motion by Ms. Hoblitzell and seconded by Mr. Norris, members unanimously declared a five-ton truck-mounted crane to be excess to the Authority's operational needs and recommends it be donated to the Maryland Environmental Services, the Acting Chair concurring.
NICE BRIDGE IMPROVEMENT STUDY

This item was referred to the Capital Committee for consideration at its March meeting. Because of the deferral of the item, public meetings scheduled for the end of March should be postponed. REPORT OF COUNSEL Ms. Donohue provided a written report for member information. DIVISION REPORTS The following written reports were included in the materials for member information. Division of Administration Division of Communications Division of Finance Division of Strategic Development Office of Audits E-ZPass Report Division of Information Technology Division of Organizational Development

OPEN SESSION FEBRUARY 15,2007 PAGE 9

Operations Maintenance and Police Report
REGULAR MONTHLY REPORTS

The following reports were provided for member information Bay Bridge Reconstruction Advisory Group Minutes 1-95 Express Toll Lanes Project Update Canton Railroad Status Report Inter-County Connector Report Express Toll Lanes - Right of Way Acquisitions

Mr. Freeland announced that the March Authority meeting will be held on March 14, 2007. The following regular monthly Authority meetings for 2007 will be held on the third Wednesday of every month. There being no further business, the meeting of the Maryland Transportation Authority adjourned at I 5 p.m. upon motion by Ms. Peoples and seconded by Ms. :I Hoblitzell, and with the general consensus of the members with no objection. The next meeting of the Maryland Transportation Wednesday, March 14, 2007, in the conference room at Building. Concurred will be held on ze Headquarters

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