mdta 08-09 aug-sep 2007

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MARYLAND TRANSPOR TATION AUTHORITYAUTHORITY MEETING

WEDNESDAY, AUGUST 29,2007

BAY BRIDGE POLICEIAUTOM OTIVE BUILDINGCONFERENCE ROOMOPEN SESSION

MEMBERS IN ATTENDANCE: Beverley Swaim-Staley, Acting ChairPeter J . BassoRev. Dr. Will iam C. ~a lh ou n, 'S r.Louise P . HoblitzellRichard C. Mike LewinIsaac H.Marks, EsquireCarolyn Y. PeoplesMichael Whitson

Walter E. Woodford, Jr., P.E.

STAFF IN ATTENDANCE: Ron Freeland, Executive Secretary

Jay AydTrish BishoffGreg BrownMarcus BrownDavid ChapinDonna DeanGreg DerwartDeb D onohue, EsquireKeith Duerling

Patrick FlemingBruce GartnerDoug HutchesonGeoff KolbergDan McMullenCheryl SparksChristina ThompsonSam TriandosAlison Williams.

OTHERS IN ATTENDANCE: Leif Dormsjo, Chief of Staff, MarylandDepa rtment of TransportationJoe Mason, Davenport and Com panyPaul Shelton, McK ennon, Shelton & Glenn, LLC

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OPEN SESSION a

August 29,200 7

Acting Chair Swaim-Staley called the m eeting of the MarylandTransportation Authority to order at 9 :lO a.m.

In the absence of the Chairman, concurrence will be required of theChairman for the approva l of the resolution.

Messrs. P eter "Jack" Basso and Richard C. "Mike" Lewin were introducedby Acting Chair Swaim-Staley and welcomed as new Authority mem bers.

At 9 :18 a.m., motion was made by Rev. Dr. William Calhoun and secondedby Mr. Marks, with unanimous approval of the m embers, to move into ClosedSession pursuant to Section 10-508 (a) f the State Government Article of theAnnota ted Code of Mary land to d i s c u s ~ ~ ~ w l l d e r ths dr ke t in g o f publicsecurities (toll revenue bonds); and (10) to ~s cu ss ublic security, because the

Authority determ ined that public discussion would constitute a risk to the public orto public security, including: (i) the deployment of fire and police services and staff(security and police update).

At 9:46 a.m., motion was made by Ms. Peoples and seconded by Mr.Marks and unanimously approved to m ove into Open Session.

APPRO VAL OF OPEN AND CLOSED SESSION MINUTES

Upon mo tion by Ms. Hoblitzell and seconded by Rev. Dr. William C alhoun,the Open and C losed minutes of the July 25, 2007 meeting were unanimouslyapproved.

APPROVAL OF RE~LUT ION 7- 08 - ~PPROVAL F FINANCINGDOCUMENTS FO~REVENUE ONDSJMARYLANDRANSPORTATIONFACILITIES P R O J ~ T S

Ms. Donohue presented members with Resolution 07-08 for approva l. Theproposed resolution is to approve the Preliminary Bond Structure and FinancingTerms; to approve the finalization of a draft amended and restated TrustAgreem ent between the Authority and the Trustee; and to authorize thefinalization and distribution of a draft preliminary official statement. This proposed -resolution was recommended for approval by the Finance Com mittee on August

9, 2007. Upon motion by Mr. Woodford and seconded by Mr. Marks, Resolution07-08 -App rova l of Financing Documents for Revenue Bonds - wasunanimously approved. Concurrence of the Chairman will be required for thisresolution.

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OPEN SESSIONAugust 29 , 2007

-APPROVAL - BUDGET AMENDMENT 2008-01

Ms. Chris Thompson presented the proposed budget amendm ent formember approval.

In June 2007, Authority Mem bers approved an FY 2008 Ope rating Budgetof $212,041,883. The propo sed amendment reduces the budg et total by$5,524,262 to $206,51 7,621. The amendment accomplishes the following:

Police Re organization: At the request of the Authority police, thisamendment reflects movemen t of positions into new responsib ility centersto align- the budget with actual operations. In addition, a position wastransferred from the Division of Administration to the Police. The ne t effectof these movemen ts is zero dollars.

B W I Thurgood Marshall Airporl Police Budget: Authority Police and theMaryland Aviation Administration agreed to a $600,00 0 reduction inovertime from wha t was included in the Authority's final budget.

Retiree Hea lfh Insurance: At the time of approval of the final FY 2008budge t, the Authority was not aware of a DBM decision to not charge Stateagencies for retiree health in FY 2008. The Authority had included 35.24%of the employee hea lth insurance cost in its budget as directed in theoriginal DBM budge t instructions. Staff was recently notified of this one-year change by the M DO T Budget Office. Elimination of retiree health

costs for FY 2008 results in a budget reduction of $4,892,786.

Port Police Budget: A reduction of $7,063 is reflected in the Po rt Policebudge t to align the Authority's budget with the Maryland PortAdministration (MPA) budget for Authority Police services.

U pon motion by Ms. Hoblitze ll and seconded by Ms . ~ e o ~ l e s , " ~ u d ~ e tAmendment 2008-01 was unanimously approved by the members in a netamount of $206,517,621.

APPROVAL - CONTRACT NO. 1073290 - AWARD - SENIOR FINANCIALADVISOR SERVICES

Mr. Greg D erwart presented Contract No. 1073290 for me mber approval.On July 9, 2007, six proposals were received for the competitive sealed proposalsolicitation for senior financial advisor services to the Authority. Two of theproposals (National Capital Resources, LLC and N. W. Financial Group) werereturned for failing to comply with MBE requirements.

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OPEN SESSIONAugust 29,2007

The Procurem ent Officer selected and facilitated an ad hoc comm ittee toevaluate the Request For Proposal (RFP) process and determined that it would

be in the best interestof the State to request Best and Fina l Offers (BAFO). Dueto the need to have this specialized service available on demand, the RFPprovided for award of separa te contracts for Senior Financial Advisor Services tothe two firms offering the m ost advantageous proposals.

OFFEROR OVERALL RANK PROPOSAL

Public Resou rces Advisory Group 3 $258,500.Davenport and C ompany 2 $235,000.1 Southwest 4 $228,000The PFMGroup 1 $241,500

Both contracts would have a combined total value o f an amount "not toexceed" $2,750,000 du ring the five-year term of the contracts. There a re norenewal options. The evaluation comm ittee determined that the PFM Teamprovided significantly more applicable transportation-related financial advisorexperience and a wider range of services. PFM will be the lead financial advisor.Both PFM and Davenport and Company, LLC have committed to the MBEparticipation goal of 25%. This contract requires approval from the Board ofPublic Works.

Upon motion by Ms. Hoblitzell and seconded by Mr. Wh itson, members

were unanimous in approving the aw ard of two separate five-year contracts forContract No. 1073290 - Senior Financial Advisor Services - n a combined totalnot to exceed $2,750,000 to PFM at a cost of $1,512,500 and to Davenport at acost of $1,237,500.

Mr. Freeland advised m embers and staff that with the recent resignation ofChief Financial Officer Steven Welkos, the Human R esources Comm ittee will b eresponsible for reviewing and recommending a recruitment process. In theinterim, Mr. Freeland will be overseeing the financial duties.

APPROVAL - CONTRA CT NO. KH-1503-000-006- 1-95 GENERAL PURPOSE

AND EXPRESS TOLL LANES FROM 1-895 SPLIT TO SOUTH OF KENWO OD

AVENUE AND CHESACO AVENUE BRIDGE - BALTIMORE CITY ANDCOUNTY.

At the request of Mr. Ko lberg, this contract was withdrawn from theagenda.

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OPEN SESSIONAugust 29,20 07 .

APPROVAL - EWA REQUEST - AE CONTRACT 750-000-00216 -CONSTRUCTION INSPECT ION SERVICES DEVEOPMENT FACILITATORS,

INC.

At the request of Mr. Kolberg, the Extra Work Authorization Req uest for A €Contra ct 750-000-00216 was w ithdrawn , Existing reso urces will be used forservices that wou ld have been provided under the extra work order under thiscontract.

APPRO VAL -EWA REQUEST - CONTRACT NO. KB-889-000-002 -CLEANING, PAINTING AND MISCELLANEOUS STRUCTURAL REPAIRS

Mr. Kolberg advised mem bers that the Aulson C ompany was aw ardedContract No. KB-889-000-002 at a bid price of $18.8 million for cleaning andpainting the Francis Scott Key Bridge. The Notice to Proceed was issued June14, 2004 with a contract duration of 730 days; project completion date was June15, 2006. During the performance of the contract, the platform system used toaccess the bridge experienced some failures despite continuous inspections bythe Authority's consultant; however, the deficiencies were corre cted by thecontractor. In November 2005 , the Authority requested the contractor to removethe access platforms in preparation for winter and to return in the spring of 2006to com plete the remaining work. A time extension was granted to G ecember 16,2006 to compensate for the winter shutdown and inclement weather. Aulsonsubmitted four claims for fuel price increase, costs for winter shutdown directive,lane drags an d lack of speed reduction. Upon review by the Authority's

consultant, it was determined that an agreement to settle all claims for a total of$950,000 with a completion date of July 31, 2007 was in the Autho rity's bestinterests. This agreem ent has received the approval of the Capital Committee,provided the payment is directed to the contractor's bonding company and thatthe settlement be full and complete.

Upon m otion by Mr. Woodford an d seconded by M s. Hoblitzell, the ExtraWork Authorization for Contract No. K B-889-000-002 in the am ount of $950,000was unanimously approved.

UPDATE -SAFETY AND CONDITION OF AUTHORITY BRlDGES

Mr. Kolberg provided members with an update on the condition of theAuthority's bridges. Although th e Authority currently has a very good bridgeinspection prog ram, the "bar is being raisedJ'as a re sult of the failed bridge inMinne sota. In accorda nce with recent Federal Highway Adm inistration guidelines,the Authority i s re-inspecting all deck truss bridges with a nationally- recognizedconsulting firm an d is also monitoring construction loads on bridges duringrehabilitation. Curren tly, bridge inspections on Authority facilities are performe don a five-year contract. Tw o consultant teams insp ect the bridges annually for

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OPEN SESSIONAugust 29,20 07

five years. At the conciusion of this contract (in two years), Authority staff willrecom mend that the underwater structures be inspec ted on a four-year

cycle, instead of the current five-year cycle. Mem bers will continue to be updated.

APPROVAL - JOlP200007 - CONSULTING AND TECHNICAL SERVICESJCATS) TASK ORDER HELP DESK AND FIELD TECHNICIAN SUPPORT

Mr. Ayd p resented Contract J01P200007 for member approval. TheAuthority's D ivision of Information Technology is issuing a Consu lting andTechnical Services (CATS) Task Order Request for Proposals to obtain thenecessary expertise, labor, and supervision for sys temifacilities mana gement andma intenance services related to Help Desk Support. This procurem ent isbeing cond ucted under the state-wide.contract with D epartment of Budget andManagem ent (DBM). The Task Order contractor will be required to provide aminimum of nine individuals to perform these services. Staff recommend s thatthe contract be awarded to the following Maryland firms:

Astor and Sanders $356,040 1 personGANTEC H $789,380 2 personsGRPA $876,200 3 personsSkyline Engineering $888,120 3 persons

The contract is for two years with one - one-year renewal option. Uponmotion by Rev. Dr. Calhoun and seconded by Mr. Marks, mem bers unanimouslyapproved Contract ID J O I P72000007- Consu lting and Techn ical Services

(CATS) Task O rder to the above-mentioned multiple contractors in the am ount of.

$2,907,740. The o~ de ro proceed will be issued by DBM.

AUTHORITY LOGO

Ms. Sparks provided members with an update on the new ~ u t h o r i t ~ogo.The new logo was approved by members on June 29, 2007; the old logo will retireeffective October 1,2007. Staff has been revising letterhead, brochures,news letters, etc. Ma intenance vehicles will receive the new logo as vehicles are -brought in for service; uniforms will be updated when uniform contracts expire.Staff is cu rrently working on rep lacing Authority signs.

REPORT OF COUNSEL

Ms. D onohue advised members that a Motion to Dismiss in the case of theMaryland Transportation Authority Police Lodge 34 vs. the State of Maryland wasfiled on Augus t 20, 2007. In the case of Ancel vs. the Maryland TransportationAuthority the plaintiffs filed a Stipulation for Dismissal on August 20, 2007.

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OPEN SESSION .August 29,200 7

The re being no further business, the mee ting of the MarylandTransportation Authority was adjourned by general consensus, without objection,

at 10.40 am.

The next meeting of the Maryland Transportation Authority will be held on -Wednesday, September26 , 2007 in the conference room at the Point Breezecomplex at 9:00 am.

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MA RYL AND TRANSPORTATION AUTHORITYWEDNESDAY, SEPTEMBER 12,2007

POINT BREEZE FACILITYEXECUTIVE CONFERENCE R OOM

OPEN SESSION

MEMBERS IN ATTENDANCE: Beverley Swaim-Staley, Acting ChairAL L VIA TELEPHONE Peter J . Basso

Rev. Dr. William C. Calhoun, Sr.Louise P. HoblitzeflRichard C. Mike LewinCarolyn Y. PeoplesMichael J. Whitson

Walter E. Woodford, Jr., P.E.

MEMBERS ABSENT: Isaac H. Marks, Sr., Esq.

STAFF IN ATTENDANCE: Ron Freeland, Executive SecretaryDavid ChapinDeb DonohueAllen GarmenDan McMullenAlison Williams

OTHERS INATTEND ANCE : Jamie Traudt, Davenport & Co.

Paul Shelton, McKennon Shelton & Henn LLP

At 12:33 p.m., Acting C hair Beverley Swaim-Staley called to o;W the meeting of

the M aryland Transportation Authority, u pon motion b y M s, Hoblitzell and seconded byMr. Woo dford, and unanimously approved.

In the a bsence of the C hairman, concurrence will be required of the Chairman forthe approval of the resolution,

At 12:34 p.m., motion was made by Reverend Calhoun and seconded by Mr..

Whitson, and unanimously approved to m ove into Closed Session, pursuant to Section10-508 (a) of the State Government Article of the Annotated Code of ~ar~land:3ih@@.t~6consider the marketing of public securities (toll revenue bonds).

ACTIONS TA KEN DURING CLOSED SESSION

The following actions were taken during the Closed Session:

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OPEN SESSIONSEPTEMBER 12,2007

PAGE 2

Toll Revenue Bond Bids - Award

Upon motion by R everend Calhoun and seconded by Ms. Hoblitzell, mem bersunanimously approved aw arding the sale of the $300,000,000 M arylandTransportation Authority Transportation Facilities Projects Revenue Bonds,Series 2007 to Goldman, Sachs & Co. at a true interest cost of 4.567, with apremium of $1,311,133.60, in accordance with the bid.

and seconded by Ms. Hob litzell, Resolution 07-09, .of the bonds and approval of the final

business, the m eeting of the Maryland Transportation

Authority ad journed at 12:45 p.m, by general consensus, without objection.

The next meeting of the M aryland Transportation Authority will be he ld onWednesday, September 26 , 2007 at 9:00 a.m., in the Suite e Room at .the Point Breeze facility.

Concurred: