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MarylandTransportationAuthority

FINANCE COMMITTEEMEETINGNotes of June 11,2009

A uthorig Members:Louise P. Hoblitzell - Chair, Richard C. Mike Lewin, Jack Basso, Isaac MarksMdTA Attendees:Ronald L. Freeland, Deborah Sharpless, Valerie Smith, David Chapin, Alison Williams,Joyce Diepold, Christina Thomp son, Simela Tsiandos, Geoffrey Kolberg, DouglasHutcheson, Thomas Gugel, Cheryl Sparks, ~ e v e r l )Hill,Dennis Simpson, Robert Jordan,William O'Reilly, David Greene (Police),MDOT Attendees:Fred RappeOthers:Peter Kessenich - Public Financial Managements (via phone)James Traudt -Davenport & Company LLC (via phone)Mitch Brigulio -Davenport & Company LLC (via phone)Kurt Krauss - PI3Jacquelyn Seneschal- KC1

Member Hoblitzell called the meeting to order at 9 a.m. No revisions orcorrections were made to the notes of May 14,2009.Canton Railroad

Ron Freeland provided an overview, history, and analysis of the CantonDevelopment compa ny, Inc. (CDC). Canton Railroad Company (Canton RR ) is a wholeFinance Committee NotesJune 11,2009

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owned subsidiary of CDC. The Authority acquired 100% of CDC in April 1987. CD C isa for-profit entity that operates in the private sector. CDC an d Canton RR w ere acquiredin connectio-n with the developmen t of Seagilt Marine Terminal.and the InteimodalContainer Transfer Facility. CDC was a strategic acquisition intended to protect theAuthority's investment in the Seagirt Marine Terminal to promote competitive rail rates.

For the year ended December 31,2008,CD C reported revenue of $4.7 million,net income of $503,000 an d net assets of $7.8million. The Authority has invested $2.9million in CDC. In 2007, the Authority had CDC's assets appraised. At that time, theassets were valued to be $20.3 millioll of which $14.5 million related to real estate.FY 2010Operating Budget

Chris Thompson provided an update on the FY 2009 operating budget. Sheindicated that expenditures are expected to be 10 percent under budget.The FY 2010 final operating budget totals $217 ,043,235, which represents anincrease of $2.5 million or 1.18% over the FY 2009 budget. A substantial portion of theincrease relates to the Intercounty Connector (XCC). When exclud ing the ICC from th ebudget, the FY 010 budget decreased by $1.2million or -6%. Costs incurred for policeservices at MPA, MVA and MAA are reimbursable and amount to $23,947,808 (11%).Members Basso and Hoblitzell thanked Chris for doing an excellent job.

Action Itenr: Member Marks, with Member Basso seconding, recommended that thePY 2010 Operating Budget in the amount of $217,043,235 be brought before the fullAlcthority for approval at its June 24"' meeting.ORT Policy & Presentation

Bob Jordan presented a power point presentation on variable priced toll facilitiesfor the ETLs and ICC. The purpose of the presentation was to describe the proposedmanaged facility open road toll policy, proposed toll rate adjustmen t process, and to seelcinput and guidance towards finalizing the policy. Bob explained that the presentationprovides an outline of how the Authority proposes to set tolls and adjust toll rates in thefuture. In early Fall 2009, the Authority will begin its public outreach with tollinginformation. Approval of the policy is needed in order for this information to bedistributed.Pollow up: Memhers are to review policy and provide comments by June 26"' so tlriican be recommendedfor approval at the next meeting,Traffic & RevenueUpdate

Revenues for the month o f May were $27.6 million (up $3 million from previousyear). Revenues for fiscal year-to-date were $248.9 million (down $6.3million froinprevious year). Fiscal year-to-date revenues were $5.6 million below the Stw tec forecastFinance Committee N otesJune 11,2009Page 2 of 3

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and $0.5 million above the Pessimistic #2 revenue forecast. Transactions for the monthof May were 10.4 million, down 0 million from the previous year. Fiscal year-to-datetransactions w ere 106.8 million, down 3 million from the .previous year. Fiscal year-to-date transactions are 2 , l million below the Stantec forecast and 0.6 rnillion above thePessimistic #2 forecast.Cash Balances/Spending

Allen Garman stated that cumulative capital spending for the fiscal year-to-datethrough May totaled $610.8 million and capital spending for the month of May totaled '$63.9million. Th e Authority's aggregate cash balances for capital expenditures declinedby $47.6 million in May. Bond proceeds should conservatively suppori capitalexpenditures into the first quarter of fiscal year 2010.Rate Covenants

Allen explained that since revenues declined 2.48% and if this trend holdsthrough until the end of the fiscal year then this would result in toll revenues ofapproximately $265 million, $6.7million decrease from FY08. The decline wouldna row the cushion to $26.9 rnillion and the Authority would still meet its rate coverage.InvestmentReport

Allen reported that investment holdings declined by $38.6 million in May andspending from various capital accounts totaled $63.9million. Individual accounts areoutperforming relevant benchmark indices. As of May 31,2009, all investments andportfolios were inline with investment policy limitations.The meeting adjourned at 10:35 am. The next Finance Comm ittee meeting isscheduled for Thursday, July 9,2009 at 9:00 a.m.

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MarylandTransportationAuthorityFINANCE COMM ITTEE MEETING

Notes of July 9,2009Atitlzority M embers:Louise P. Hoblitzell - Chair, Richard C. Mike Lewin, Jack ~ G s o ,saac MarksMclTA Atfenrlees:Ronald L. Freeland, Harold Bartlett, Deborah Sharpless, Valerie Smith, David Chapin,Alison Williams, Christina Thompson, Allen Garinan, Geoffrey Kolberg, SimelaTriandos, Suhair Alkhatib, Dennis Simpson, Doug Hutcheson, Richard Jaramillo, KellyMelhemMDOTAtten dees:Fred RappeLeif DorinsjoOtliers:Peter Kessenich - Public Financial Management (via phone)James Traudt -Davenport & Coinpany LLC (via phone)Mitch Brigulio - Davenport & Company LLC (via phone)1Cul-t ~ R L I S SPB

. Mem ber H oblitzell called the meeting to order at 9 a.m. No revisions orcorrections were made to t11e notes of June 1 1,2009.Traffic & Revenue Update

Revenues for the month of .Tulle2009 were $28.9 million (up $1.8 million fio mprevious year). Revenues fo r fiscal year-to-date were $277.8 million (down $1.5 millionfrom previous yeas). Fiscal year-to-date revenues were $5.1 lnillion below the Sta i~t ecforecast $2 ~llillion bove the Pessimistic #2 revellue forecast. ~ra~lsactionsor the.Finai~ceCol l~~ni t teeotesJuly 9,2009Page 1 of 3

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month of June 2009 were 10.3 million, which is up 0.2 million from the previous year.Fiscal year-to-date transactions were 117.1 million, down 2.9 million from the previousyear. Fiscal year-to-date transactions were 2.2 million below the Stantec forecast and 0.7million above the Pessimistic #2 forecast.Cash Balances/Spending

Allen Garman stated cumulative capital spending for the fiscal year 2009 totaled$680.4 million and capital spending for the month of June totaled $69.6 million. TheAuthority's aggregate cash balances for capital expenditures fell by $13.8 million in June($30 million received from TTF for the ICC). Bond proceeds should conservativelysupport capital expenditures through the first quarter of fiscal year 2010. The averagemonthly capital spending through fiscal year2010 is projected at $91.2 million, which isbased on the November 25,20 08 CTP and recent projections for the ICC and ETLprojects.Rate Covenants

Allen explained that since fiscal year 200 9 reveilues totaled approximately $270million ($1.5 million decrease from fiscal year 2008), the Authority still has a cushion of$32.5 million. Any decrease in expenses will increase this cushion. Incorporating thecost recovery initiative will causes the cushion to grow significantly in FY 20 11 evenwith flat to modest increases in traffic volulne,Investment Report

Allen explained that as of June 30" all investmentsan d portfolios conformed toOLU nvestmen t policy limitatio ns. Illvestment holdiilgs declined by$9.3 million in Juneand spending from various capital accounts totaled $69.6 million.Update-Existing Facilities Preservation

Geoff Kolberg presented an update of the Authority's existing facilitypreservation need s and to provide alternatives to the ETL project. Discussion fbllowedon on e alternative and Coinmittee members will be continually updated.Presentation of Draft FY10-FYI5 CTP

Dennis & Suhair updated the Comnlittee on the draft CTP.Basically, the six yeartotal increased by $285 millioll fro111 the FY09-FY 14 CTP. Reserves wer e reduced by$30.6 million in FY 10, $2 0 million in FY 1 1, $20 milliol~ll FY 12: $20 lnillion in FY 13and $5 0 million in FY14. The FY 2009 reserve of $20 ~nillioilwas shifted to FY 201 5.

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Financial F orecast/AffordrbiIityDavid Chapin gave a review of preliminary scenarios fo r the Draft FY20 10-FY2015 CTP. Discussion followed on financial affordability.The meeting adjourned at 12:23 pm. The next Finance Comm ittee meeting isscheduled for Thursday, August 13,2009 at 9:00 a.m.

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. MaryiamdTransportationAuthority

FINANCE COMMITTEE MEETINGNotes of August 13,2009

Aatltority Menzbers:Louise P,Hoblitzell- Chair (via phone), Richard C.Mlke Lewin, Isaac MarksMdTA Attendees:Ronald L. reeland,Harold Battlett, Deborah Sharpless,Valerie Smith, David Chapin,Alison Williams,Joyce Diepold, Christina Thompson, Simela Tiiandos, GeoffreyKolberg, Douglas Hutcheson,Thomas Gugel, Kelly Melhem, Dennis Simpaon,

I 'MDOT Attendass:Fred RappeOthers:P&r Kessenich -Public Financial ManagementsJames Traudt-Davenport& Cornpany LU3Kurt Qau ss-PBJncquelyn Seneschal-KC1

Member Hoblitzell called the meeting to order at 9:00 a.m. No revisions weremade to the notes of July 9,2009.Traffic & RevenueRorecastfnr Services Contract

Chris Thompson presented the traffic and mvenuc forccastii~gontract. Thiscontract provides traffic and rcvcnue projections, trnnsportatio~~olicy and programdevelopment, system analysis and revenue forecasting and reports,presentations andbriefing materials. The Authority anticipates two awards under on contract having a totalbudgeted award value not to exceed$5,000,000. An evaluatian panel reviewed fourproposals and identified the strengths an d weaknesses of each firm. The panelcommended Jacobs Engineering Group, Inc. and Johnson,Mimiran & Thompson, Inc.

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Chria also advised the committee that a protest had been filed by a flrrn. Their claim wasdenied by the Board of Contract Appeals.Action Item: Committse recornmended that this item be brought before the fullAuthoriQ on August 2 9 or approval of a 5-year contract and to t h e Board of PrtblicWorks on September 16,2009 assuming an injunction in circuit court is notflled.Debt Policies

Alison Williams presented the debt policies for its annual review recommendingchanges to four of the policies ( i s . Global- eference to the CFO, Asset life, CapitalPlanning (Cash toTollRevenue Ratio Policy) and Costs and Fees). It was recommendedto change he existing cas4to toll revenue policy, substituting a requirement that theAuthority maintain $350million hl unrestricted cash in the following Authority accounts:Operating Reserve, M & O Reserve, Cash Capital Account and General Account. Member8requested future briefingsm polices of other authorltles an d updates (as needed) on the conceptof using a line of credit in lieu of a portion of the cash reserves.Aclion Item: Commitfse recommended that his item be brought before thefullAllthority on August 25"for approval,Draft FY 2010-l?Y 015 CTP

DennisSimpson and Suhair Alkhatib presented the current version of theDraft10-15 TP. Itprovides for the completion of the 595 Section 100ETLproject inFY2016; completion of the ICC project in l?Y2012 (excluding co~~tsact); addition of 42new system preservation projects (compared to FY 09-14Flrial CTP), revision of 119projectsand reduction of six year reserves by $166million.Action Item: Committse reoonunanded that this ihn be brought before them1Authority on Augz~st9' for ivpprovul.

David Chapin reviewed the financial affordabilityof the Draft 10-15CTP. Futuretoll increase requitements were sized for FY 12,14,16 and 18, Increases would besubstantial (e.g., 48% in FY 12 followed by 16%in FY 14;126% total above Levels priorto CRI.) However, no single toll increase would exceed 5090,and the order of magnitudeof the increases is similar those shown in the f m c o s t approvedby theAuthority in July2009.Various additional scenarios testing the impact of additional funding werereviewed.

Mike Lewin inquired if it would be feasible to delay the FY 14 toll increase toFY16, so that theen would be only one toll increase in each four year period. The only wayto eliminate aFY 14 toll increase would be to accelerate it, combining i t with the FY 12toll increase. Otherwise Authority revenues would not mcot obligations.Finance Con ~m itee NotesAugust 13,2009Page 2 of 5

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No specific action on the financial affordability analysis was required; however,the committee concurred that they could recommend the Draft 10-15CTP or approvalafter taldng into consideration the analysis.2009 Bond SaleResolution 09-02s for the purpose of financing the acquisition, oonstlvction andequipping of certain transportation facilities:approving the preparation and tlistributionof a preIiminary and a final official statement; and authorizing,specifying, determiningand approving certain other matters pertaining to the 2009Bonds.Action Item: Cornmiflee recommended that t h i s &a e brorrghd bsfors thsfullAuthority on August 25'hforapproval.Variable Priced Toll FacilitiesPolicy

Sam Triandos updated the committee on comments received from the committee.Since the Authority will begin toll service on the ICC and the BTL's in the near future asdemand-managedopen road tolling facilities, this requires establishment of newprocedures and policies regarding toll rates. Public outreach will begin during the falt2009.Action Item: Cornntiffeo ecommended that this time be h ~ u g h tefore ths fullAlrt/tori@ at t8 meeting onAugust 25"'for approval.ICC Toll Rate Range

David Chapin and Dennis Simpson the committee with potential tollrates for the ICC with a power point presentation. The presentation explains various tollrates during peak and non-peak times and revenues generated from these times and toils.Aclion Itsm; Com~t~iiteeecommended that this itent be brought before the fullAuthority at i tsmeeting on August 25thforapproval.Travel Plaza Redevelopment Procurement

Sambriefed the committee on the status of theRFP for the redevelopment of thetravel plazas. Staff puopo6ed that a change to the COMAR procurement language thataffects the Maryland and Chesapeakehouse travel plazas on 1-95, COMAR exemptsfrom the procurement law certain transportation facilities proving goods and senrics tothe public. Under the change, the procurement regulations would have applied to theAuthority's travel plazas, without ~lteringhe exiating exemptions for othertimsporlr*on facilities. Executive Directors and Principal Counsels of each madal werecontacted to assure that the change would no t have had an unintended effect on the otlmDOT nodals, Given concerns of two modals, the Authority will include language in theRF P to encourageMBE participation.

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ExecutiveSummary Preservation Needs&off Kolberg stated that based on the 2008 inspection most facilities are in goodcondition. Improvements and work has begun on the Hatem Bridge and the CwtonViaductwork s in the discussion stages.

1-95 ETJL Alternative Completion ScenariosGeoff explained that Staff and Consultant Team are evaluating five possiblescenarioskpreaenting full and various partial completion options of theETL project, andresultant amounts of funding which might be available to address system preservationneeds. Scenarios representingpartial completion would allow varying amounts of fundsfor other system preservation projects.

Update: Traffic& RevenueRevenues for themonth of July 2009 and fiscal year to datewere $29 million (up$3.7million from pxwious year). Fiscal year to date revenues are $1 million below theStantec foi~castnd $03million above the Pessimistic #2 revenue forecast, Transactionsfor the month of July 2009 and fiscal year to date were 11 million,which isup 0.4million from the previous year. Fiscal yew to date transactions were 0.2million belowthe Stantec forecast andQm3 illion above the Pessimistic#2 forecast,Cash BalnacedSnendine;

Capital spending for the month of July totaled $70.4 million. TheAuthority'saggregate cash balanca~or capital expenditures fell by $62.9million in July. Bol~dproceeds should conservatively support capital expenditures through November(December if spending holds below 80% of projections). For the next eleven months,averagemonthly capital spending isprojected at $90.7 million.Rate Covenants,

The $72.187 million cushion indicates that eligible toll revenues can decline bythis mount and the Authority would still produce 1.0 imes coverage. Due to the costrecovery initiative, July 2009 oll revenues have increased 14.8%compared to July 2008.Fiscal year to date revenues are also 1.7% ahead of projections and if revenues hold 1.7%above pessimistic#2 this will produceFY 2010 coverage of a solid 1.86 times.lnves ment Renort

As oFJuly 3othall investments and portfolios conformedto our investmentpolicylimitations. Individual accounts are out-petforin ing their benchmark indices and over thelast 12 months all of our accounts out-performed the state and local government index,Finance Co~nmireeNotcs

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Investment holdings declined by $102.6million in July and spending from various capitalaccounts totaled $70,4million,At this time, Staff and the Bvalustion Panel met to discuss-theSenior

Underwriter,The nextFinance Committeemeeting is scheduled for Thursday, September 10,

2009 at 9:00 am with an Audit Committee to fpllow,

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MarylandTransportationAuthority

FINANCE COMMITTEE lMEETINGNotes of September 10,2009

A ~ f l t o r i ~ferrrheras:Richard C.Mike Lewin -Acting Chair, Jack Basso, Louise P.Hobl'itzell- via pholle),IsaacMarlcsMifTAA#entlees:Ronald L. reeland, FIardd BartIett, DeborahSharpless,Valerie Smitll, David Chapin,Randolph Browli, Alison Williams, JoyceDiepold, Allen Galman, SilnelnTriandos,Douglas Hutcheso11~homasGugel, Dermis Sin~psoi~,heryl Sparks, Bob Michael,Alice Brooks, Roxane Mukai, Patrick Flendng, Lucy Lyles, Frank VogeI, Cindy Taylor

0 thCFS:Pcite! Kessenich-Public Financid M~nagementJni31es Tra~~dt- Davenport& Coinparry LLCJacquelyn Seneschal-KC1Member Lewh called the lnecting to order at 9:00a.m. Member Marksrec~mmei~dedevisio.ru o t l ~ eo t,eso fAugust 13, 2009 concemily he Travel Pl-azos~cdeveopmnent.R-evisionsw-eremade and were included in the Autho rity briefing bookibi t11.eSeptem.ber23,2009 meeting,.

Upd.kte-BWI Q=nnrterlyRevenue & .RtrfeCoven.antsAlison Williams advised fl~e. '~ommitteen the revenue callectio~~st I3Wco~rcel~~ingheAuthority's concl~~itilmnci~~gsor he Consol.icl~tec1 ental C m acility(GFC) evalue Bonds, PnsscngerFacilityCharge (PFC) Revenue Bonds and theBWT

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Pwling RevenueBonds. 13WI revenues declined inFY 2009 c o q m e d to FY 2008;however, were in.orethau strfficieut to cover debt service otl ail bo11d issues.CFC

AA rt~isedheCFC ate to $3.75 effective Juty 1,2009 from $3.60 pertrtmsnc ion to adclressprojected revellue sl~ortfalls Bond co u ~ ~ sc las revieweddoc~imentsegarding the legal rate covellmt caIculation and d e t e r ~ ~ ~ h e dthat$1,361,000on deposit i l l the coverage fund is to be incl~~ded.,he rate cove~~ant~lcu~at ionxillcontinuela 'be monitored to ensure appropriaterate coverqge.PFC PFC esti-matedand actual.revenue for FY2009 was $40.3 iuiDion mcl$40.8l~illion,espectively. FY 009 revenue compared toFY 2008 decreased by $4.8million.However, the debt se17ri.ce overage remained strong at 4.11.

The existing Letter of Credit expires.onDecember 16,2009, State S.&eetandMA has expressed an.intercstin re~lewin-ghe Letter o f C ~ c l i t . FM coucm th-atpursuing this optioa is udvisnble at this t .be . Thismatter win be discussed at futuremeetings.Parking Garage R~svenuesGross pafkillg esti~nated nd actual revenue forFY 2009 was $62.3million and$62.8 million, respect-iveIy.FY2009 revetme compared to PY 2008 decreased by $5million. However, debt service coverage was strong at 3.03. The legal requirnnei~ts125. T11m are $229,,6millioi~n bonds outstading with a final rnatarity date of March1,2027,

~f la1presented the investment policy :lbr t s annual review ~*ecornmenclingniuorcI~ttng&i.e. Chmgii~g irector of Finance to.Chief Financial Officer and changing aninstitution's mme),Actlo# Itan: F ~ Zt&e ,acorn ~nonrlcd 1 1 ~his iten2 be br014gJztbg ore the ir IAuthndQ at ts rireetiug u rt S e p f e ~ ~~ b e r.3, 2009jbr -cryyrovtrl.

Allen ~ ~ p d a tedhe committee on interest earning opl~oi~tutunitiesf t1i.e sllspension ofinvestingincomnereinl paper wos Liftecl. The Finance Cornmittec s~~spendeclheinvestment o f commercial paper Jm~~ary008. The Au-fhority's in.ves,tmel~tolicylimitscom~nercinl t~per xposum to 20% of the portfolio and 5% by issuer. Potentialeasnings if the Authority invested % 100 million or 11%of its portfolio in commercialpapers would be apj~roximntely1 70,000 to $250,000 annually. After some cliscussion,the committee recommn~cled ot to h e s t n corporate commercial pnper nt this time.TheCoinmi-tteedid no t view the risk wa s wo~.f l~he rew'ard,Fitlance Committee NotesSeptcnlber 10,2009Page 2 o f 4

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Follow-Up: Committee requested that this item bebwught back nl cr~zyime if~varrantecl.&tvestnlenfReport

As of August 31,2009, ~ll'invest~s~entsonforlned to our investment policylimitations. Incividual accounts gei~erally utperbfiued relevant benclm arlc indices.I~~veuhnmt~oldinge eclinecl.by $1 8.9 millioil in August a i d spending from variouscapitil accounts totaked $44.6 million.

The estimated rate covenant forFY 010 is 1.7 t in~cs.This is based 011 estimateclyea-to-date revenues of $309 million. Revenues nt this level produce a $58.7 nill lioncushion. As such, toll revenue3 can decline or,cxp.easescm ucreose by this nlnouiit andtheAuthoritywould meet th e required 1.0 times coverage.Cash BaI.anccs/Spending

Cumul~tive apital spendingtor the fiscal year-to-dntc though August totaled$139.7 inillion and capit81spending for the month of August totaled $69.4million. TheAuthority's aggregate cash balances for capital expei~clituresell by $44.6 million inAugust. For th e next 10 months t l r o ~ g h Y 2010, ae-age mollthly capital spendillg isprojected at $85.2 million. Current bond proceedsme expected to cover capitalexpentliturc costs through Novelnber (Decenlber if spendingh ~ l d selow 80% ofprojections).Update - CCOpening .Sched~dend Statlls:

Dennis presented t h e e scenarios for discussion. The first scena~*ioepresentedthe current revenue forecast (bosed on the 2006 study) and has uverngo revenue ofapproximotdy$53 million from 2011 hrough 2020. The additional two Forecasts used$0.25/$0.20 aud 60.30/$0.25ates. These rates produce average toll revenue from $GO to$64million depending on the toll rate cllosen.Jackie stated that at the ~ e ~ t e i nbe ~ - 23" 'utl~oritymeeting agoblic ca:rn~nentperiod and staff open homeswould be anno-unced . The coinmei~t eriod wau.1~1eginSe9-teinhe144t1't~nd nd Noves11be.r23R' nd tw o staff open hot~seswould be held Octoberh,19 and 21"'. Final aetion would be held on Deceniber 17" wherein the Antlmsity wouldapprove a toll Tmge and peak llours. Discussion followed as to who could approvechanges tu peak and off-peak thnes. Monitoring of the trafficpatterilswill be cmductcdwlren the ICC opens br the Fall of 2010.

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F l - : Co?nrri tfee reconmrenderl that n $0,35.$0,25rate sce~rsc~+oe srrbi~r2ffednlat,g with a conrpartLronIlst of ~nclgltborit~gtates, i,e. Delawase, Pennsylvnnla,NervJersey mdNew York beforie the ~eptarlrher 3rdA I ~ ~ / Zsity nreetircg.

Uada t e - CC EnvhbonnxentaI ewnrddllp Contrnct ResoIutionBob Micht~el resentedResolotiall09-04 to obtain i l ~ e ornmittec's conourrence

to increase the clelegnted anthorityupset limit for ICC EnvirolmentalStewardshipprojects esbblished by Resolutio~~8-14 (approved January 6,2009). ThlsResolutionwou1d delegate authority to the ExecutiveSecretary to approve the ICC Environ~nentalStewardship ICC contracts to incl~tdehose valued at $1,000,000 up to but not more than$10million. Y l e Co~lunitteewas advised that the Cttpital Committee recornme~~ dedhatthe limitnot exoeed $5 mnillion. The Fin'inwce Co~ nm itteconcurred with the CapitalCormnittee'sr.c;cominendnti n.A c t i u ~tem: Cnniniiifee reconr~ren(Ee~iT2& this i t e ~ ~ te brought befoiforrthe fullAzithoriiy at its nreethg 012Ssptmttber 23,2009 for approval.

Alice Brooks presmtd 11.07.03 Permits Towing, 11.07.08 Towing ofUnatte~~dedehicles and 11.07.1O Parking Authority Piuparty to clarifyprovisions andproceed with the heamendmetlt af-[he Code o f Maryland Regulations (COMAR) to includethe ICC/MD 200.dctiort Itei~z: Conut~iftee*econ6etsrrderlhnt this itern &qC.BrnugJ~lefort? tlr e frrUAzit?~or*ityat itsnteeting on Septerrr bclr 23,2009 for approval sribjeci to any chn~igesIN urlc by ant2 between Mcrn her Marilrsartd ANca Brooks.

Revenues for the month of August 2009 were $%.2 million (up $3.3 million fiolnthe FW~OUS year). Revenues for fiscal year-to-date were $58.6 million (vp $7.4 nill lionfrom the previous year). Fiscal year-to-daterevenues arc$1.2 million below t l ~e tantecforecost and $03mLlJion above the Pesirn-istic#2 revenue forecast. Trnl~snctionsc~rhemonth of A I I . ~ I I S ~009 were 10.9 inilllion, which is up 0.1 lnillion from i11.eprevious year.Fiscal year-to-date trnnsnctions were 21.9 n~iiflion,p 0.5 million from tleprcvious year.Fiscal year-to-date trsusnctions were 0.5 nillion below the Stailtec forecmt and 0.1miIlion above t l ~ c essimistic #2 fol-ecnst,

Th e meeting adjourned at 10:43 a.m. Th e next Finance C o~mi t t ee eeting i sscheduled for Thursclay, October 8,2009 at 3:00 sin.

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MarylandTransportationAuthorityFINANCE COMMITTEE MEETING.- - . . - .-. - -

Notes ofOctober 8,2009Authorily +mbers:LouiseP. IIoblitzell - Chdr, Jack Basso, Isaac M~rks, ichard C.Mike LewinMdTA Attendees:RonaldL. reeland,Deborah Sharpless, Valerie Smith,David Chapin, Alison Williams,Simela Triandua, Geoffrey Kolberg, Dennis Simpson, Cheryl Sparks, ChristinaThompson, Allen Gaunan, Derek Jones, Beverly Hill, Terry Niswonger, David LaBeIla,George Fish, Cindy Taylor.MDOT Attendees:Fred RappeHaroldBartlettDave FlemingOthers;Peter Kessenich -PublicFinancial MmagementJoe Mason -Davenport& CompanyLU:Paul Shelton -McKennon Shelton &Henn, L WKurt Krauss -PBJacquelyn Seneschal -KC1Dana Bunting - Goldman SaohsRick Gabeille - Jacobs EngineeringScott Allaire - Jacobs EngineeringDavid Greenwood - GEC

MemberHoblitzell called themeeting to order st 10:I5 a.m. The notes of theSeptember 1C)thFinance Cornmi tee meeting were approved, as wrjtten.

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TravelPlszaRedeveXo~mentSam Triandos requested that the Finance C o d t t R e recommend to the full

Authority for approval the advancement of the Travel Plazaa RFP advertisement.In order to keep the RFP on schedule, the legislature must be notified 45 day8 prior toadvertisement,orNovember 12, and the approval of the deaign/build concept must be puton the December 16 BPW agenda. The solicitation seeks a private sector partner toconduct all Design-I3ulld-0per ate-Maintain-Finance @B O W ) ctivities related to theredevelopment of the Authority's two travel plazas.In order to achieve a legally enforceable MBB requirement, the travel plazasredevelopment oversight committee, consiatlng of staff, consultants and legal counsel,proposed m amendment to Code of Maryland Regulations (COMAR) allowing theprovisions of the procurement i~gulationsto apply to the Authority's travel plazas.Based on negative implications for other MDOT modals, this change in COMAR will notbe pursued, Absent a change in COMAR, the oversight committee believes that the lastremaining viable alteinative is for vendors to submit an MBE Participation Plan underseparate cover that would not be considered as part of the evaluation process.Finance Committee members again expressed strong reservations regarding approval of alarge and very long erm contract does not include legally enforceableMBE equirement.TheMembers expressed concerns that the proposedvoluntaryMBE requirement may notresult in the desired targeted level of participation, Examples are requested of theimplemeiltation and relative success of other conbxcts containing voluntary MBErequirements. The committee members also inclicated that they have not been givenadequate information to make the determination that dl reasonable alternativeshave beenfully exhau~ted

.., 1

Pollow up: Conzrnittes requested a ltht o ell a l t a r ~ t i ~ e ~ ~ t i o n shat have beenexplored regarding the MBE ssue, detailing why these alternative#are not feadble.Infort~~utiuns to be provided to the Committee Members before the Authority meetingon October28,Capital Pro~ram.Bri~f ingSystemPreservation Review Team Report

Geoff provided a summaty of the system preservation team's review. Confirmedas Hlgh Priority were sixteen currently unfunded projecta totaling $191 million, as wellas the programmed $90 million for the Canton Viaduct project. Nine unfunded projectstotaling $225 millio~~,s well as $772 million of the remainder of the &ton Viaductproject were confirmed as Probable High Prio~fty. Seven unfunded High PriorityProjects were either deferred or considered non-system preselvation

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The committee was given sewn 1-95 ETL project completion alternatives, Staffrecommends Alternative 1, which is limited to one ETL lane northbound and onesouthbound, with no weeas to and from 1-695mMD 43, ~ l t e m d v ene frees up morethan $430 million in the CTP o be redirected toward the system preservation projects.Alternative 2 includes two lanes in both directions, but will require an additional year ofconstruction to December 2013 and does not include connections to 1-695 r MD 43.After substanblal exploration and discussion, the Finance comm ittee recommended thatthese alternatives be reviewed by the full board on October28'?BW IHnanci~lgs PFC BondsLetter of Credit Extension

Alison presented MAA's request for extension of the State Street Banlc letter ofcredit associated with the BW I Seiftes 2003 Passenger Facility Charge (PFC) RevenueBonds that expires on December 16,2009. MAA, MDOT and P N ' s Peter Kessenlchhave detamined it is most economic to extend the LOC hmugh the final maturity date ofJuly 1,2013.MAA has agreed to pay the increased costs.Action Item: Commiiiee rscommended that this item be broughtbefore thefullAuthorify at its October28,2009 ntaetirag.,Most Gap ContracJ

Terry Niswonger requested that the Finance Committee recommend to theAuthority fo r approval the renewal of the first year option on the HMS Host contmct.The original contract was approved in November 2008 and has two, one-year renewaloptions. The terms and per-year prices for this contract remain unchanged. Thecontractor is aware the Authority may terminate this contract before the end of therenewal period.Action Itom: Comnti#ee rscomme)ndsd that this item Be brought before the fullAuthor@ ub l&Octoher28,2009 meeting, \ - L&&ern. W i d e Traffic& RevenueForecast

David informed the Committee that a new system wide triiffic and revenueforecast bas been completed by Jacobs Engineering amup. Rick Gabeille, Toll andFinance National Unit Manager for Jacobs, surnmdzed the findings. Traff ic is predictedto continue declining in FY10, with resumption in growth fo rFYI1. Jacob's recognizedthat growth has flattened since 2002 and estimates that prospective annual traffic growthi s may be limited to 1%annually, well below the 2.9% annual growth rate prior to 2002.Based on the slower traffic growth, annual toll revenues growth will be slightly less than1% through 2020. Compared to the previous forecast, the .new forecast predicts thatrevenues will be lower through 2015, equal in 2016, and higher thereafter. Jacobs has

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also analyzed the potential sensitivity of t r~ffico future toll incrmses. The Committeewill continue to be updated.;Update-Series 2009 Revenue Bonds

David introduced Dana Bunting, Senior Underwriter, Goldman Sachs wh o isworking on the upcoming bond sale. The bond sale is targeted for November 18 and 19.The credit presentations to the rating agencies arc planned for November 6. The termsheet is currently drafted based on a $400million iesue size, but the full issue size has notbeen determined. The Senles 2009 bonds will include both a tax-exempt Series A and ataxable Series B bonda iesued under the Build Americe Bonds Program. Baaed on theAuthority's strong credit ratings, Goldman Saohs estimates that an optimized taxable andtax-exempt struchurc wlll price with the lowest possible net interest cost to the Authority.Reso1.ution 09-05 Series 2009RevenueBonds

#

Alison p~esentedResolution 09-05 pproving the Preliminary Bond Structure andFinancing Terms, finalizing the draft Fourth Supplemental Tmst Agreement and thedisttlbutiond he draft POS and the Final Official Statement. This proposed resolutiondelegates authority to the Executive Secretary with the assistance of in-house counsel,bond counsel, financial advisoi-s,and staff to finalize and clistribute .the documents, Thisis a n o d tep in the bond transaction process. Members approved Resolutions 09-02and09-03 regarding the bond sale and certain actions.Action Item: Coinmiflee recornended tlurf this item be brought before the fdAuthority at its meeting October 28,2009.

The meeting adjourned at 1295 p.m. The next Finance Committee meetjng isscheduled for T h u d a y , November 19,2009 at 9;00 ,m.

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MarylandTransportationAuthorlty

FINANCE COMMITTEE MEETINGNotes of November 19,2009

A uthurity Mew bera:Louise P. Hoblitzell - Chair, Richard C. Mike Lewin, IsaacMarlcs (via phone)MdTA Attendees:Ronald L. Freeland, Deborah Sharpless, Vderie Smith, David Chapin, Alison Williams,SimelaTriandos, Geoffrey Kolberg, Dennis Simpson, Cheryl Sparks, ChristinaThompson, Allen Garman, Joyce Diepold, Jay Ayd, Randy Brown, Porter Wheeler,Suhair Alkitib, Richard Jaratnillo, CindyTaylorMDO Attendees:Harold Bd e t tOthers:Peter Kessenich-Public Financial Management (via phone)JamieTraudt-Davenport& Company, LLC (via phone)Kurt IQauss - PBJacquelyn Seneschal-KC1

Member Hoblitzell called th e meeting to order at 9:40 a,m. The notes of theOctober 8th Financc Committeemeeting were approved,aswritten.Laurel Marc Station-TOD TP?

Porter Wheeler presented this item to request a recommendationof the FinanceCommittee to the fullAuthority for approval regarding an unsolicited proposal forundertaking Laurel MARC station tr~nsit-oriented evelopment (TOD). The proposal isbeing processed by MDOT under the Authority's Transportatioil Public-PrivateI?artnmhip (TP3) process. MDOT advertised for competitiveproposalsand theevaluation committee selected a preferred developer, Patriot Realty. The A~~thoi-ity'sole

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in this project is to manage the TP3 program which essentially allows MDOT to acceptan unsolicited proposal from developers to undertake a TUD, whichwould provideparking for MARC coinmutersand residentiaVcommeroia1development in proximity tothe Laurel MARC tation Adjacent land owned by MDOT/MTA is being used inpartnership to create these benefits to commuters,W A nd lood development. It shouldbe noted that no inancial commitment fiom the Authority is involved.Acdm Itenz: Conlnflftee rscomnisnded that thhr item be bro~rghtefore the fullAlrthorie at itsNovember 24,22009 nzeetlng.

ChisThompson presented'thepreliminary operating budget for recommendationto go before the full Authority. Thebudget is recommended at $225 million and

Irepresents an increase o f $8.1 million or 3.8% over theFWOlObudget. Costs incurredfor police services st the Port, MVA and BWI Airport arereimbursable and amount to$24.9 million. The budget, net of ICC and mandatedpersonnel costs, wquld be $212.4, areduction of $2.4 million or 1%.A net 6 1 additionalpositions are being requested ofwhich 73 position8 relate to the,ICC. .Actlon Ifem: Conz~zitteeecommended that this item be brozight before the fullAuthority at I& Navember 24,2009 meeting.

Geoff Kolberg prea ented new alternatives regarding the ETL, which wouldprovide $3 85 million in savings to the 'Authority. This savings would be placed in theCTP for system preservation on faoilitiea. The new alternative which is called the 2 +2modified option will allow for the design and construction of two lanes in each directionfor the ETLs and also allow construction for two new Route 43 bridges. 'Action Iite~n: Conrrniffeeocomnzended that this Item be brought before the fullAwtlrori@at itsNove~~tber4,2009 nreeting.PY 2010-FY 2015 F'inslCTP

Dennis Simpson and SuhairAllchatib presented he Final FY 20 10 -PY 015CI'P which was revised to reflectcompletion o f the ETLs in FY 014 and a reducedbudget of $378.7 million. The revised ETL scope of work include8 the2+2 modifiedoption, and total replacement ofMD 43 bridges and ramp modifications at the MD 43interchange. The final CTP includes $345.7 million in added construction cost for highpriority preservation projects,Action Item: See PI~tanclalForecast

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E'inancialForecastDavid Chapin reviewed the formats which have been updated to include therecent traffic andrevenue forecasts,thep r e l i m . Y 20 1operating budget, and FY2010-FY 015 Final CTP. This forecast estimates a $1.25 sygtem-wide toll increase.The financial affordabilityis similar to theprevious forecast shown to DLS. All financialgoals and standardswill be met.

Action Xtei t l : Cort~rnittee ecantntencledhat the Fiml CTP and Financial Forecastitents be brought before WtemAlrihority at ts November 24,2009 nteeting.

. .Bond Salq

Deb Sharpless, David Chapin, PeterKessenich and Jamie Traudt walked thoughthe specifics that resulted in the delay o f he upcoming bond sde, namely capitalizedinterest and the call provision. Additionally, the akucture ofthe sale and the eEect onfuture toll increases,clmentmarket conditions, andother deals in themarketwerediscussed.GIs Overview Presentation

Jay Ayd and staffpresented the geographic illformation system (GIs)power pointpresentation, InNovember 2005 the Capital Committee approved to develop and issuean U P o develop an Authority GIS System. The Authority is in the early phases ofimplementing specific business-area requirements. TheDivisioi~ f Engineering andCoi~stiuctions me11tly utilizing thesystem and has given great feedback. The currentestimated cost to complete theproject is under $2.1 million. Phase I1which is the currentstage (Engineering)is scheduled to be completed in May 2010 at a cost o f $611,000.Phase HI will be developing r schedule and fkdshing work and any unfinifihed items foralginecring not completed in Phase 11. Phase In will concentrate on the needs of theOperations, Police, and Finance Divisions.XCC Public Outreach

Sam Triandos updated the committee on issues identified by staff since the publiccomment period began onSeptember23,2009. The Executive Secretarymwt provide areportofpublic coinments received at least 5 days prior to December 17 (Authority isscheduled to take final action on the toll plan). The comment period will end onNovember23 and to date we have received 181 comments via mai l , testimony or phonecalls. There is a gei~ericonoein that overall, s stem-wide,toll rates are too highor t h mwill be more traffic on ocal streets as opposed to the ICC. Cheryl Sparks updated thecommittee on marketing/advertisingplans which will begin in January 2010.

Themeeting adjourned at 1145 a.m.Thenext Finance Committeemeeting isscheduled for Thursday, December 10,2009 at 9:00 a.m.Finance C o m i tee NotesNovernber 19,2009Page 3 of 3

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MarylandTransportationAuthority

FINANCE COMMITTEE MEETING,Notes of Decembel*10 ,2009

A l l t / lo/v'().,111ell1 /)e/*.s;Louise P. F[oblitzell - C h ~ i r , ichard C , M i k e Lew i ~ lvia plionc), lsaac Marks (via ~ ~ l lo n e ) ,ackBasso (v i a phone)kfdTA Atteir t/ee.s:Ronald L. Freeland, Deborall Shtl~.plCss,Valerie Smith, Geoffrey Kolbetbg,David Cl~apin,Alisot~Williams, Simela Trinndos, Dennis Simpson, Cli e~y l parks, Allen G a~ ~m an ,oyce Diepold,Richaid Ja~~nmillo,incly Taylor0thel#.s:Pelel Kcsse~lich- Public Financial ivlsnage~ne~itv ia phoae)Josepli Mason - Davenl~ort : Company, LLC (via phone)Pal11Shclton - Ev[cKen~~ot~l~elton : I-Lenn, LLPJacquelyn S e ~ ~ e s c h a l -

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Envi ron~ l~en tautomation nnd staffing levels), Use of blaoual Scl~eclulesor Coml~ uti~ igDeprecintion, a n d L a c k of SAS 70 Audit,

Actioic I l e r ~ i : Deb Shrtrpless is ytaepn/~brgespon.ses /lo iVIc~~rngerrlerrleftel* r r ~ d vfll bcfirnilzed rrrrd issl~ed y J R I I I I O I ~ J0, 2010,Tuslc Oo14dc~*sor Stnarlnl*rlOl~era t i t ln i*occrlu~~csSOP)Richa~~darami 11 0 presented info~.matioo n th e 12 ~ ~ c m a i ~ l i n gask o ~ d e nor the develop~iie r~tnncl implementation o f the SO P for the remaining Divisions within MdTA. As background,Towson Univessi ty/RESI began assisting wi tli the plilnning, dev elopin g ancl implementing SOP'sthroughout the A.utholvity n Mel-ch 2008. The Division of Operations was the first Division tobegin devcloping.ant1 impl cment ii~g OP's. Si~ lcchen Psoc~~rementn d Statutory Prog~~amComplinnce, Capital Plt~nning, ~~ gin eel~ ingnd Construction, and Infom~ntion ecl~nology asalso con~meol~ccdit!] the SOP's. All the ~i 'o~r~nentioneclffices have opelated u n d e ~ -ll existing

. MOU. . . I'The nutho~.ityhas I2 ~~emain ingeas that need to either stni? Q-I*co111plete tllc SOP'Sunder a llewMOU. (As inforrnatioll, the offices that neecl to start the process is; Ad~ainistrationExecutiveOffices, Commtmications R I I ~rint Shop, Finance, Audit, ant1 Risk Mana geme nt. The followi~igoffices 11ccdto co~nplctcllc SOP proccss are: Engineel*ingaild Construction, I-luman Resource~ I I C I Work Force De vclopm e~~t,tol.ntegic Development, l~ltelnalPolicies and Procedures,Illvel~tolyCon(~al,ant1 Legal s l ~ dnsiii~ilnceRecove~y).A fl~ntl er.tificatio11 las been I-eceived an approved For a total of $G00,000 at this point, $300,000fol9Fiscill Y enla (FY) 10 arld l 1 ~~espectively.he Authority will require a n adclilio~~al2 10,000fool. FY 10 ancl % l80,OOO in FY I I . Thc deadline for th e completion o f SOPS from all theDivisioris ~lnclOffices i s Decelnbcl*3 1, 20 10, .

IC C TOIJ~IILJ)lan Staff' r t c c o r r ~ n ~ e l ~ d n t i o ! ~Jackie Senesch;~I~ ~ i i b l i comnlen tsincluded:

discussecl i.eco~~lin encletlhanges to tl~cCC T o l l j ~ ~ g'lan as n ~ ~ s u l tf the~~cceivecl.ublic colnlnents gene~nlly ell i l l lo I0 cntegories/issues. TlleyI . Moto~~cycleolls on tile ICC2. Acljustments to the proposeci 111;lcage rate Ioallges3. Levcl of c l i ffercntiation betweeu peak kind off-peak tolls4 , Redi~ced r ice ove1.11gl~t eriod5 , Recluce the niir~ i lnun~oll

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6. No discount programs otlier t h a n for offlpenk travel7. Set sam e niileagc rates for all road seg me~ ltsliitially8. Free passage for state-owned bi~ses nly9. Al low Notice o f Toll Due (NOTD) fees to be c~*etlitecIoward a new E-ZPass 8ccount forfirst 60 days,- 10. System-wide clcctronic molorcyclc tolls

The Authol*ity tco~limendedhe followi~ig hanges from the originnl p~* oj~ os edolli~ig lan:include n sepal-ate class for m otorcycles, adopt a iligIi[-time pricing fro1111 1:00 PM to 5:00 AM,lower tlie minimtin1 to1 to 2 miles or S.40, which ever is greater, allow NOTD ,fee to be creditedtowards tlie cost O Fone tr*anspo~~deror the first GO days of a new All Electronic Toll (AET)segriient 01. facility, and create a n E-ZPass progiqam or noto or-cycle ol;ly transponders. Eachchange a11d a Tfect on to11 rcvellue was disc iused,Actiorl Itern: Corrrrrritfecrccorrl~~rerrtkdl~rctlrls ilrnr be brordgl~t efore ihe fi-ill Anrrtlroriar ~tits Decetrlbslb 17, 2009 irri?etirig,

,Update: Bond SalqDavitl Chapin begall the disct~ssiol~o ~~pcli l tc11e Finance Comm ittee on the status of theA L I ~ ~ O I - i t y ' sol~d ale. David indicated t l in t we are i n the secontl day o f a two-day bond s a l e .Th e bo~id a le began yesterday, Itctail o~~clersor the tax-exe~~iptol-ti011 f the b o ~ ~ d s ,hich area s m a l l c ~mount, a little undcr % 100,000,000 was t a k en yesterday. Today was institutionalpricing fol the Build Alnel~icaB011ds(BAl3S) portion, which is ]lot trs esempt. Details of theterm sheet were discussed, including call options, deferrnl ofpl- incipl e, capitalized interest, nncicutovelgpoint fool*BAHS,David indicsted that we are boping to hnvc a ilWilenterest cost o f 3. 9 pel-cent, ant1 tilaybeI~opefi~ l lylittle bit less. This would rcprcsent tlle lowest cost of any o f ' o u ~oll I-evcnuebollclissuances to date; The Series 2007 an d 2008 costs were 4.56 and 4.88, ~~espectively.Peter Kessenich sun~ mariz edhe sale. Peter intlicatecl 011 tllc filmst day about half the deal gotdone, There ~.vcl-e 1 orders ~ Q I *5 1 rnillio~lwo~~ t l lf bonds rind oti i ~ ~ ~ s o t c lS I I R I I C C of $48ri~illion. lle first half of the sale was a litile slow due to a sigll ilict~ nt tnorlilt of securities beingoffered in t h e ~nal-keil ~ i s eek, somewhe~~en the neighbo~~l~ootlf S 10 billioli tlollars woi.th ofsecurities which i ncl~ ~tle das cxempt, BABS, a l ~d lso traclitional coi6pol*ateonds. Otlc of thecolnpelitol.~ or tlle filestclay was the State of Ma[-yla~~cl,~*ocecciingn ;I ge~lcra l bligationl.efi~nding orld issue.P e k r ilitlicatecl we'lse back il l tlic 111i11*kctodtiy wit I1 sligli ntijustmen ts to tlle yieltls being offelqed01-1he inatul-ities, We colltinuc 10 expect a highly successfi~l ale. 11 is anticipated that all thebollds will be spokcn For bel\\leen no\\) a~icl :00 11.m.

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David ticlvisetl the Mem b e r s of the i ~ ~ v e s t o n 'n s e t i t n t i o ~ l he Au tho r i t y pr'epared, it is ovailal~lethsough a link suppliecl in the mail out for y o ~ ~ l *onvenience. The presentation was prepnsetl tointroduce the Authority to the taxnble bond ~ i i s ~ * k e t . I SThe meeting adjoul-net1a r 10:46 n.m. 'The next Finance Committee meetitig is scheduledfor-Thur~sday, a n u a r y 14, 20 10.

Fi~lr~llccolnmittec NotesDecember 10, 2009Page LC of '4