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LOCATION: aryland Transportation Authority DATE:24 Octobm 20072310 Broening Highway. TIME: 4 \ o L ! ~ ~

MOTIONY:

NAY &STAIN ABSENTLouise P. HoblitzellWalter E. Woodford, Jr., P.E. [ 1 [ 1Carolyn Y. Peoples [ 1 [ IRev. Dr. W illiam C. Calhoun, Sr. [ 1Isaac H. Marks, Sr., Esq. [ 1 [ I [ 1C 1 1 I [ IMichael J. Whitson I: 1 [ 1Peter J. Basso [ 1Richard Z. iviiite iewin [ IiG i l i 1 i 1

(1) [ ] To discuss:(i) the appointment, employment, assignment, prom otion, discipline, dem otion,compensation, removal, resignation, or perform ance evaluation of appointees, em ployees,or officials over whom it has jurisdiction; or

[ ] (ii) any other personnel matter that affects 1 or more spe cific individuals.(2 ) [ 1 To protect the privacy or reputation of individuals with respect to a m atter that is not related to

public business.(3) [ ] To consider the acquisition of real property for a public purpo se and matters directly relatedthereto.(4) [ ] To consider a matter that concerns the proposal for a business or industrial organization tolocate, expand, or remain in the State.(5 ) [ ] To consider the investment of public funds.(6) [ ] To consider the marketing of public securities.

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STATEMENT ORCLOSING A MEETING24 October 2007Page 2

(7) [ 3 To consult with counsel to ob tain legal advice.(8) [J] To consult with staff, consultants, or other individuals about pending or potentiallitigation.(9) [ ] To conduct collective bargaining negotiations or consider matters that relate to thenegotiations.(10) [J] To discuss public security, if the public body determines that public discussion wouldconstitute a risk to the public or to public security, including:

(i) the deployment of fire and police services and staff; and(ii) the development and implementation of emergency plans.

(11) [ ] To prepare, adm inister, or grade a scholastic, licensing, or qualifying examination.(12) [ ] To conduct or discuss an investigative proceeding on ac tual or possible criminal conduct.(13) [ ] To comply with a specific constitutional, statutory, or judicially imposed requirement that

nrevents- . - - - m~hlic. - - disc,tn.rl~es&oi-~t p&eic.1-11~pmc.ee&ng m&ter,(14) [J] Before a contract is awarded or bids are opened, discuss a matter directly related to anegotiating strategy or the contents o f a bid or proposal, if public discussion or disclosure

would adversely impact the ability of the public body to participate in the competitive biddingor proposal process.

TOPICS TO BEDISCUSSED:Consultation with staff and others regarding pending or potential litigation and discussion of

matters d irectly related to negotiating strategylcontents of bids proposa ls prior to contract award (ICCProject Update); discussion of public security, including the deployment of police services and staffregarding the All-Hazard Emergency Management Strateg ic Plan and the Security and Police update.

REASON FOR CLOSING:To discuss matters that are permitted by statute to be discussed during a closed session of a

f -meeting of a public body.

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MARY LAND TRANSPORTATION AUTHORITYAUTHORITY MEETINGWEDNESDAY, OCTOBER 24,2007POINT BREEZE MEMBERS' CONFERENCE ROOMOPEN SESSION

MEMBERS IN ATTENDANCE: John D. Porcari, ChairmanJack BassoRev. Dr. William C. Calhoun, Sr.Louise D. H oblitzellRichard C. Mike LewinIsaac H. Marks, Sr., EsquireCarolyn Y. PeoplesMichaelJ. WhitsonWalter E. Woodford, Jr., P.E.

STAFF IN ATTENDANCE: Ron Freeland, Executive SecretaryAlice BrooksGreg BrownMarcus Brown...- ____...___-._ -l._..._..._-_._j.__ .....----. -- ---David ChapinSandra Clifford, EsquireDonna DeanDeb Donohue, Esquire .''Keith DuerlingCurt Esposito

. Doug H utchesonDan McMullenCheryl SparksSam TriandosRicky Williams

OTHERS INATTENDANCE: Leif Dormsjo, Chief of Staff, Maryland ,Department of TransportationMelinda Pe ters, Director, Office of the ICC,State H ighway AdministrationBrian Quinlan, P.E.,Vice President ofOperations, Cherry Hill Construction

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OPEN SESSIONOCTOBER 24,200 7PAGE 2

Chairman Porcari called the meeting of the Maryland TransportationAuthority to order at 9:05 a.m.At 9:06 a.m., motion was m ade by Mr. Basso and seconded by M r.Woodford, with unanimous approval of the members, to move into Closed'Session pursuant to Section 10-508 (a) of the S tate Government Article of theAnno tated Code of Maryland to: (8) to consult with staff, consultants, or otherindividuals about pending o r potential litigation (ICC project); (10) to discusspublic security, because the Authority determined that public discussion wouldconstitute a risk to the public or to public security, including: (i) the deployment of

fire and police services and staff (security and police update and All-HazardsEmergency Managemen t Strategic Plan) and (14) before a con tract is awardedor b ids are opened, discuss a ma tter directly related to a negotiating strategy orthe contents of a bid or proposal, if public discussion or disclosure wouldadversely impact the ability of the public body to participate in the compe titivebidding or proposal process.

(At 9:20 a.m.; Mr. Whitson arrived at themeeting).ACTIONS TAKEN DURING CLOSED SESSION

No actions were taken during the Closed Session.At 9:40 a.m., motion was made by Mr.Whitson and seconded by Rev. Dr.Calhoun and unanimously approved to return to Open Session.

APPRO VAL OF OPEN AND CLOSED SESSION MINUTESUpon m otion by Rev. Dr. Calhoun and seconded by Mr. Whitson,'members unanimously approved the Open and Closed minutes of the S eptember26, 2007 Authority meeting.

CANTON RAILROAD APPOINTMENTSIREAPPOINTMENTS

acquired by the Maryland Transportation Authority to allow access into SeagirtMarine Terminal. The Authority is the sole stockholder of the CantonDevelopment Company, and has the authority to approve the appointment ofmembers to the joint Board of Directors. Currently, there is one vacancy amongthe six-member joint board.

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OPEN SESSIONOCTOBER 24,2007PAGE3 ,Mr. Woodford recommended that former Authority Executive Secretary

Thomas L. Osborne fill the vacant Director's position (formeily'held by RayLaPlaca) f ~ rthree-year term. - IMr. 'Woodford is .also seeking approval to reconfirm the joint Board ofDirector reappointments for JoAnne Zawitoski and Fred Davis whose termsexpire in 2008; Maurice Goode and Porter Wheeler whose terms expire in,2009;and Tom Kerwin whose appointment will expire in 2010. Terms of the jointBoard mem bers are staggered for three-year appointments.Upon motion by Ms. Hoblitzell and second ed by Ms. Peoples, membersunanimously approved the appointment of Thomas Osborne to the joint CantonBoard of Directors and reconfirmed the reappointments of joint ~o ar d' m em be rsJoAnne Zaw itoski, Fred Davis, Maurice Goode, Porter Wheeler and Tom Kerwin. 1. .Mem ber Woodford, who serves with Ron Free land on the Cen tennial

E"#.P., +;,,eL.A.5L~l_!y.5.-ooommitteeeadvised- thst .!a 20Q8,...the dsrjjsnd..Depafi~ent.ef -.--..-.-.-.--....-I -Transportation will celebrate 100 years of modern road building in the State.Events and projects are being planned to highlight the landmarks andinnovations in highway planning, design and construction over the last century.The State H ighway Administration has requested'Autho rity participation as.acentennial sponsor. At the "founder" level, the Authority would p rovide up to$50,000 in goods and materials through the Authority's marketing contract withSNS, rather than a monetary gift.

Upon motion by Mr. Woodford and seconded by Rev. Dr. Calhoun,mem bers unanimously approved an up to $50,000 in goods and materials,thorough the SNS contract, to be applied toward the event for the Authority'sparticipation in the centenn ial celebration.ENGINEERING CONTRACTS - APPROVAL

Mr. Hutcheson presented the following contracts fo r memb er approval:CONTRACT NO. KH-1402-000-006- 1-95 EXPRESS TOLL LANES -MD43 INTERCHANGE- JOHN F. KENNEDY M EMORIAL HIGHWAYThis contract is being reviewed by MDOT and is being deferred. *CONTRACT NO. KH-1503-000-006- 1-95 GENERAL PURPOSE ANDEXP RES S TOLL LANE S FROM 1-895 SPLIT TO SOUTH OF KENWOODAVENUE AND CHESACO AVENUE BRIDGE - BALTIMORE CITY ANDBALTIMORE COUN TY - JOHN. F. KENNEDY MEMORIAL HIGHWAY

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OPEN SESSIONOCTOBER 24,200 7PAGE 4Mr. Hutcheson presented this contract for member app roval, which

was recommended for approval by the Capital Comm ittee.Upon motion by Ms. Hoblitzell and seconded by Mr. Basso,mem bers unanimously awarded Contract No. KH-1503-000-006 - 1-95Genera l Purpose and Express Toll Lanes from 1-895 Split to South ofKenwood Avenue and Chesaco Avenue Bridge - in the amount of$86,797,429.05 to Cherry Hill Construction, Inc. Deta iled information isattached.

EXTRA WORK AUTHORIZATION NUMBER 4 - CONTRACT NO. MA-549-000-002 -MDTA ELECTRONIC TOLL SYSTEM REPLACEMENTAND OPERATION

Mr. H utcheson presented this Extra Work Authorization for memberapproval, which,was recommended for approval by the CapitalCommittee.Upon mofinr! by Mr.Mnrlfnrrl 2nd sec-~nded y ?As. Hob!itzell,Extra Work Au thorization No. 4 for Contract No. MA-549-000-002 -Electronic Toll System Replacement and Operation - was unanimoljslyapproved in the amount of $1,147,600 to ACS State and Local Solutions.Detailed information is attached. . ,

DECLARING PROPERTY EXCESS TO THE AUTHORITYS NEEDS ANDRECOM MENDING DONATION TO SPECIFIC AGENCIESMr. McMullen presented this agenda item for member approval. Mr.McMu llen advised that several government agencies requested donations'fromthe Authority's out-of-service vehicles and equipment property.Upon motion by Mr. Whitson and seconded by Rev. D r. Calhoun,mem bers unanimously declared the requested vehicles to be excess to theAuthority's operational needs and recommended that the vehicles be donated tothe Middle River and Rosedale Volunteer Fire Companies, the Town o f NorthEas t, Port Deposit Police and the M aryland Transit Adm inistration.

REPOR T OF COUNSELMs. Donohue presented the Report of Counsel to members for theirinformation.

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OPEN SESSION .OCTOBER 24,2007PAGE 5There being no further business, the meeting of the Maryland

Transportation Authority was adjourned, by general consensus, withoutobjection, at 10:18 a.m.The next meeting of Authority will be held onTuesday, November 20 at room of the PointBreeze complex.

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~ a r ~ l a n d -TransportationAuthority

Q,STATEMENTOR CLOSING~ E T I N G PtLOCATION:aryland Transportation Authority DATE: 20 November 2007 .23 10Broening Highway. TIME: $:Wlq

AYE NAY ABSTAIN ABSENTLouise P. HoblitzeIIWalter E.Woodford, Jr., P.E. I 1 1 [ 1Carolyn Y. Peoples H" [ 1 1 I [ 1Rev. Dr. William C. Calhoun, Sr. 1 3Isaac H.Marks, Sr., Esq. [ 1 C 1 C 1L 1Michael J . Whitson [ 1Peter J. Basso [ II ichzrd C. ?ylIie Le;;lilnl [ 1 [ I[ 3 C 3STATUTORYUTHORITYO CLOSE ESSION

STATEGOVERNMENTRTICLE, 10 -50 8(~ )(1) [ ] To discuss:

(i) the appointment, employment, assignment, promotion, discipline, demotion,compensation, removal, resignation, or performance evaluation of app ointees, employees,or officials over whom it has jurisdiction; or[ ] (ii) any other personnel matter that affects 1 or more specific individuals.

( 2 ) [ ] To protect the privacy or reputation of individuals with respect to a m atter that is not related topublic business. t(3) [ ] To co nsider the acquisition of real property for a public purpose and matters directly relatedthereto.(4) [ ] To consider a matter that concerns the propolocate, exp and, or remain in the State.(5 ) [ ] To consider the investment of public funds.( 6 ) [J'j To c onsider the marketing of public securities.

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STATEMENT OR CLOSINGMEETING20 November 2007Page 2

(7) [ ] To consult with counsel to obtain legal advice.(8) [ J ] To consult with staff, consultants, or other individuals about pending or potentiallitigation.(9) [ ] To conduct collective bargaining negotiations or consider matters that relate to thenegotiations.(10) [J j To discuss public security, if the public body determines that public discussion wouldconstitute a risk to the public or to pub lic security, including:

(i) the deployment of fire and police services and staff; and(ii) the development and implementation of emergency plans.

(11) [ ] To prepare , administer, or grade a scho lastic, licensing, or qualifying examination.(12) [ ] To conduct or discuss an inv estigative proceeding on actual or possible criminal conduct.(13) [ ] To comply with a specific constitutional, statutory, or judicially imposed requirement thatprevents public disclosures about a particular proceeding or matter .(14) [J] Before a contract is awarded or bids are opened, discuss a matter directly related to anegotiating strategy or the contents of a bid or proposal, if public discussion or disclosurewould ad versely impact the ability of the public body to participate in the com petitive biddingor proposal process.

TOPICSO BE DISCUSSED:Consultation with staff and others regarding pending or potential litigation and discussion of

matters directly related to negotiating strategy/contents of bids proposals prior to contract award (ICCProject Update); discussion of public security, including the deployment of police services and staffregarding the Security and Police update.

REASON FOR CLOSING:To discuss matters that are permitted by statute to be discussed closed session of a

meeting of a public body.

IDING OFFICER

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MARYLAND TRANSPORTATION AUTHORITYAUTHORITY MEETING

TUESDAY NOVEMBER 20,2007POINT BREEZE MEMBERS' CONFERENCE ROOM

OPEN SESSIONMEMBERS IN ATTENDANCE: John D. Porcari, ChairmanP. Jack BassoRev. Dr. William C. Calhoun, Sr.Louise P. HoblitzellRichard C. M ike LewinIsaac H. arks, Sr., EsquireCarolyn Y. PeoplesMichael J.WhitsonWalter E.Woodford, Jr., P.E.

STAFF INATTENDANCE: Ron Freeland, Executive SecretarySuha ir AlkhatibGreg BrownMarcus BrownDavid ChapinSandra C lifford, EsquireDonna DeanGloria DolanDeb Donohue, EsquireKeith D uerlingCurt EspositoBruce GartnerRichard JaramiHoRobert JordanGeoffrey KolbergRufus Meyers, EsquireDave RoehmerDennis SimpsonCheryl SparksChris Thom psonSam TriandosAlison Williams

OTHERS IN ATTENDANCE: Jim CrawFord, Executive Director, IAGLeif Dormsjo, Chief of Staff, M arylandDepartment of Transportation

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OPEN SESSIONNOVEMBER 20,2 007PAGE 2

Bob Gray, Director of Procurem ent, StateHig'hway AdministrationJohn Gilmo.re, Sub-contracting Coordinator,Cherry H ill ConstructionEd Harris, Principal Counsel, State ~ i g h w a yAdministrationJoe M ason, Vice-President, Davenport andCompanyNeil Pedersen, Administrator, State HighwayAdministrationMelin'da Peter's, Director, Office of the ICC ,&ate Highway Administration

- . -cha irman ~o rc a r i alled the meeting ofth e Maryland ~r a n s~ o rt a t i o nAuthority to orde r at 9:00 a.m.At 9:04 a.m., motion was m ade by Mr. Whitson and seconded by Mr.

. . Bass,.~,yi~~~~.~nl.~o~~~.apprc~a!..~f..fb~.mem~e~~,~.i,n~~m~~e.~i~pursuant to Section 10-508 (a) of the State Government Article o f the Anno tatedCode of Maryland to: (8) to consult with staff, consultants, or other individualsabout pending or potential litigation (ICC project and the CTP); (10) to discusspublic security, because the Authority determined that public discussion wouldconstitute a risk to the public or to public security, including: (i) the dep loyment offire and police services and staff (security and po lice update); and (14) before acontract is awarded or bids are opened, discuss a matter directly related to anegotiating strategy or the contents of a b id or proposa l, if public discussio'n ordisclosure would adversely impact the ab ility of the public body to participate inthe com petitive bidding or proposal process (ICC Projects).

(At 9:08 a.m., Mr. Marks arrived at the meeting).(At 9:11 a.m., Rev. Dr. Calhoun arrived at the m eeting).

ACTIONS TAKEN DURING CLOSED SESSIONThe following action was taken during Closed Session:

.+*%a%& .Inter-County Connector (ICCI CONTRA CT CUpon motion by Mr. Woodford and seconded by Ms. Hoblitzell, mem bersunanimously approved the execution of Contract C by the State Highway -Administration for the Inter- County Connector (ICC) in the am ount of$513,900,000 and accepted assignment of the contract.

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OPEN SESSIONNOVEMBER 20,20 07P A G E 3 ,At 9:50 a.m., motion was made by Rev. Dr. Calhoun, seconded by ~ r .Basso and unanimously approved, to return to Open Session.

RATIFICATION OF ACTION TA KEN DURING CLOSED SESSIONUpo n motion by Mr. Woodford and seconded by Ms. Hoblitzell, membersunanimously ratified the above-reco rded action taken in Closed Session.

APPROVAL O F OPEN AND CLOSED SESSION MINUTESUpon m otion by Ms. Hoblitzell and seconded by Mr. M arks, membersunanimously approved the O pen (as amended) and Closed Ses sion minutes ofthe October 24, 2007 Authority m eeting. The Open Session minutes will beamended to reflect that "terms of the joint Canton Board of Directors are

staggered for three-year appointments."IAG OVERVIEW

Mr. James Crawford, Executive Director of the Inter-Agency Group (IAG)briefed the mem bers on the IAG and the toll industry. The IAG has over 9 mi!!innaccountho lders that utilize more than A6 million transponders operating electronictoll collection for 23 agencies in 12 states. Mr. Crawford observed that the twogreatest challenges are cash less customer service and violation enforcement.Maryland is recognized as an industry leader in collecting violation fees. ,APPROVAL - PRELIMINARY FY 2009 OPERATING BUDGET

Chris Thompson, Budget Manager, presented the FY PreliminaryOperating Budget for mem ber approval. The F inance Comm ittee recommendedapproval of the preliminary budge t. The FY 2009 Operating Budget amounts to$214,448 ,542, an increase of 3.8 percent ($7,930,921) over the amended FY2008 budge t of $206,517,621. The primary areas of increase in the FY 2009budge t are attributable to salaries and benefits, annual inspection costs and gasand electric. The preliminary budget will be submitted to the General Assem blyfor information. The Finance Comm ittee will review the FY 2009 budget andmake recomm endations in May 2008.(Mr. Lew in excused himse lf from the meeting at 10:30 a.m.).Upon m otion by Mr. Whitson and seconded by Rev. Dr. Calhoun,memb ers unanimously approved the Preliminary FY 2009 O perating Budget inthe am ount of $214,448,542.

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OPEN SE$3SIONNOVEMBER 20,2007PAGE 4APPROVAL - FINAL CONSO LIDATED TRANSPORTATION PLAN (CTP)

Mr. S impson presented the final Consolidated Transportation Plan (CTP)for mem ber approval. The CTP was reviewed and recomm ended for approval by .the C apital and Finance Committees. The total cost of the six-year program wasreduced by $4.4 million from the D raft FY 2008 - 2013 CTP.Upo n motion by Mr. B asso and seconded by R ev. Dr. Calhoun, membersunanimously approved the Final CTP for FY 2008 - 20%3 n the amount of$4,367,718,000.At 10:50 a.m., m otion was made by Mr. Whitson and seconded by Rev.Dr. Calhoun , with unanimous approval of the membet;%t,b w n o Closed S .Session pursuan t to Section 4 0-508 (a) of the State G ~v ern rne nt rticle ofstheAnnota ted Code of M aryland t@.@ @ r themaa~k&ingof puMcw~urities r(CTP). 4

ACTION TAKEN DURING CLOSED SESSIONNo action was taken during C losed Session. ._ _ ___._-...... _"__- ._"._____->. - ^ _..._- ..--...-... .-.AI-L.-_ * .__-.. - -,.AA. -- -At 11:06 a.m., motion was made by Mr. Woodford and seconded by Ms.Hoblitzell, and unan imously approved to return to Open Session.

APPROVAL - CONSOLIDATED RENTAL CAR FACILITY MPROVEMENTSThis agenda item was presented by Ms. Alison Williams for memberapproval. The Maryland Aviation Administration (MAA) presented plans forimprovements to the Consolidated Rental Car Facility near the Baltimore-Washington International Thurgood Marshall Airport (BW I). Improvements wouldbe made from the $1.6 million in pledged customer service charge revenues fromthe Consolidated Rental Car Facility 2003 Series conduit debt issue. Therequest from MAAwas recommended for approval by the Authority's FinanceCommittee.Upon motion by Mr. Basso and seconded by Rev. Dr. Calhoun, membersunanimously approved utilizafion of funds for the shuttle bus repairs andcourtyard improvem ents to the Consolidated Rental Car Facility from the $1.6

million in pledg ed customer service charge revenues from the ConsolidatedRental Car Facility 2003 Series conduit debt issue. Mr. Woodford noted thatparking spaces should be no less than nine feet in width.

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OPEN SESSIONNOVEMBER 20,2007P A GE 5 'APPROVAL - TOLL RATE SIGNING

Mr. Robert Jordan presented the Toll Rate Sign Message for Open RoadTolling (ORT) Projects. Approva l from the members is requested to installsigning to inform two-axle vehicle customers using Authority roadways of to llrates for ORT projects.Upon motion by Mr. Basso and seconded by Mr. Marks, members 'unanimously approved the concept of developing signs for OR T facilities toprovide the current toll rates for two-axle veh icles to the furthest destination onthe facility.

DECLARING PROPERTY EXCESS TO THE AUTHORITY'S NEEDS ANDRECOMMEND ING A DONATION

Mr. Greg Brown presented this agenda item for member approva l. fheMiddleborough Volunteer Fire Company has requested a vehicle donation fromthe Authority's out-of-service vehicles.Upon motion by Ms. Hoblitzell and seconded by ~ev-.r. Calhnun,mem bers unanimously declared the requested vehicle to be excess to theAuthority's operational needs and recommended that the vehicle be donated tothe Middleborough Volunteer Fire Company.

APPROVAL -TP3 AGREEMENT - SAVAGE MAR C STATIONMr. Gartner advised that the Finance Committee recommends theapproval of a master development agreement that the Maryland Department ofTransportation intends to sign with P etrie Ross Ventures for the developm ent ofthe Savage MARC Station transit-oriented developm ent project. The Authority's .role would be to manage the Transpo rtation Public Private Partnership (P3)Program. No financial commitment from the Authority is required. The 'agreem ents includes the master development agreement, a reciprocal easementand genera ting agreem ent, a transfer contract, a garage pro ject constructionagreement, a parking management plan, and a guaran ty of comp letion. This isthe first TP3 Program project to advance to an agreement.Upon motion by Ms. Hoblitzell and seconded by Ms. Peoples, membersunanimously approved the Savage MARC Station TP3Agreements in draft form;delegated the finalization and execu tion of the agreements to the ExecutiveSecretary and staff, and designated the Maryland Transit Administration (MTA) toperform operational responsibilities on behalf of the Authority.

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OPEN SESSIONNOVEMBER 20,20 07PAGE 6

BALTIMORE HARBOR TUNNEL 5oTHANNIVERSARY C ELEBRATIONFacility Administrator Dave R oehmei briefed the m embers on the 50"anniversary celebration of the Baltimore Harbor Tunnel. The event, which isscheduled from noon to 2:00 p.m. on November 29 at the Baltimore HarborTunnel, will include guest speakers, a multi-media presentation, vintage vehiclesand other historical displays. Member Wa lter Woodford will provide remarks asthe Authority's historian. Over 500 guests have been invited to the event.

REPORT OF COUNSEL .Ms, Donohue presented and updated the Report of Counsel to m embersfor their information.Williamson v. Grant, et al.: No,mediation agreement was reached onNovember 19.MdTA Police Lodge 34 of the FO P v. State, et al.: Motions were denied

L..-- .--_ ..-- . .r=il . hlisiiamh~r . . .--A .---- .,,.,.-,...--..-.-..L..---..-.-...,..-. --.-..., Lr.. -r-.-.,-.I"-..--".There being no further business, the 'meeting of the MarylandTransportation Authority was adjourned, by general consensus, withoutobjection, upon motion by Mr. Woodford and seconded b yM s. H oblitzeil, at

11:30 a.m.The next meeting of the Maryland Authority will be held on -Wednesday, December 'l9, 2007 at 9:00 Room of Thenw orldTrade Center.

John . Porcari, Chairmanc

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MARYLA ND TRANSPORTATION AUTHORITY fAUTHORITY MEETING 4WEDNESDAY, DECEMBER 19,2007 , 'wWORLD TRADE CENTER - STANTON ROOMOPEN SESSIONMEMBERS IN ATTENDANCE: John D. Porcari, ChairmanP. Jack BassoRev. Dr. William C . Calhoun , Sr.Louise P. HoblitzellRichard C. Mike Lewin (viaIsaac H. Marks, Sr., EsquireMichael J. W hitsonWalter E. Woodford, Jr., P.E.MEMBE RS ABSENT: Carolyn Y. PeoplesSTAFF IN ATTENDANCE: Ron Freeland, Execu tive SecretaryTrish BishoffGreg BrownMarcus BrownDavid ChapinDonna DeanDeb Donohue, EsquireKeith DuerlingCurt EspositoCorporal Jason GrayDavid GreeneDoug HutchesonGreg JonesGeoffrey KolbergDaniel F. McMullen, IllDennis SimpsonCheryl SparksChris ThompsonSam TriandosAlison Williams

OTHERS INATTENDANCE: Dwayne M. Dietrich, Cherry Hill ConstruMion,Inc.Leif Dormsjo, Chief of Staff, MarylandDepartment of TranspodationJohn Magness, President, CantonDevelopment CompanyJoe Mason, Vice-President, Davenport and

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OPEN SESSIONDECEMBER 19,2007PAGE 2CompanyRichard Melin, Cherry Hill Construction, Jnc.

Matt Sargalis, Cherry H ill Construction, Inc.Pau l Shelton, McKennon, Shelton and H enn,LLCCha irman ~ or c ar ialled the m eeting of the Maryland TransportationAuthority to order at 9:43 a.m.Chief Brown introduced Corporal Gray. Corporal Gray was presented witha ce rtificate of com mendation for his success ful arrest of a suspect in the recentarmed robbery incident at the Bay Bridge. The Chairman and members thankedCorporal Gray.Chief Brown reported that the Authority P olice had collected more than5,200 toys for the Toys for Tots Campaign, and over $15,000 in monetarydonations.At 9:44 a.m., m otion was made by M s. Hoblitzell and seconded by Rev.Dr. Calhoun, with unanimous approval of the members, to move into ClosedSession pu rsuant to Section 10-508 (a) of the S tate Governm ent Article of theAnnotated Code of M aryland to: ( I) discuss the appointment, employment,assignment, prom otion, discipline, demotion, compensation, removal,resignation, or performance evaluation of appointees, em ployees, or officialsover whom it has jurisdiction; or any other personnel matter that affects on'e ormore specific individuals (police incenti~es&$f&~@~~&nsider the marketing ofpublic securities (ICC Project); (10) to discuss public security, because theAuthority determined that public discussion would constitute a risk to the public orto public security, includ ing: (i) the deployment of fire and police services andstaff (security and police update); and (14) before a contract is awarded or bidsare opened, discuss a matter directly related to a negotiating strategy or thecontents of a bid or proposal, if public discussion or disclosure would adverselyimpact the ability of the public body to participate in the competitive bidding orproposal process (travel plazas).

ACTIONS TAKEN DURING CLOSED SESSIONThe following actions were taken during Closed Session:Update on Bond Schedule and Financial Forecast SummaUpon motion by Mr. Basso and seconded b y Ms.Hoblitze ll, m z b & sunanimously approved the recomm ended schedule for issuing debt for Authorityprojects.

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OPEN SESSIONDECEMBER 19,200 7PAGE 3Travel Plaza Redevelopment Project

Upo n motion by Ms. Hoblitzell and seconded by Mr. Marks, membersunanimously approved to proceed with G ap Con tracts for the continuedoperations o f the Travel Plazas during the solicitationof a new Design-Build-Operate-M aintain-Finance (DBOM-F) redevelopm ent contract.Upon m otion by Mr. Woodford and seconded by R ev. Dr. Calhoun,membe rs unanimously authorized the Executive Secretary to negotiate the GapContracts.Upon motion by Ms. Ho blitzell and seconded by Rev. Dr. Calhoun ,membe rs unanimously approved the development of two-year Gap Contractswith a one-year option for all five travel plaza con tracts.At 10:28 a.m., motion was m ade by M s. Hoblitzelland seconded by Mr.Marks and unanimously approved, to return to Open Session.

RATIFICATION OF ACTIONS TAKEN DURING CLOSED SESSIONUpon m otion by Ms. Hoblitzell and seconded by Rev. Dr. Calhoun,memb ers unanimously ratified the above-recorded actions taken in ClosedSession. '.(At 10 :29 a.m., Mr. Marks left the meeting).

APPROVAL OF OPEN AND CLOSED SESSION M INUTESUpon motion by Mr. Woodford and seconded by Rev. Dr. Calhoun,membe rs unanimously approved the Open and Closed Session minutes of theNovember 19, 2007 Authority m eeting, as am ended.

DECLARING PROPERTY EXCESS TO THE AUTHORITY'S NEEDS ANDRECOMMENDING A DONATIONMr. McMullen presented this agenda item for member approval, TheAberdeen Police Department has requested a vehicle donation from theAuthority's out-of-service vehicles.Upon m otion by M s. Hoblitzell and seconde d by Mr. Woodford, membe rsunanim ously declared the requested vehicle to be excess to the Authority'soperational needs and recommended that the vehicle be donated to theAberdeen Police Department,(At 10:32 a.m., Mr. Marks returned to the meeting).

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OPEN SESSIONDECEMBER 19,2007PAGE 4APPROVAL OF THE HUMANRESOURCES COMMITTEE PURVIEWDOCUMENTRev. Dr. Calhoun introduced this agenda item for member approval. TheHuman Resources (HR) Comm ittee is modeled after the O perating Policy Exhibit# I , he purview of the Authority's Cap ital Committee. The HR comm ittee iscom prised of Rev. D r. Calhoun, Chair, and mem bers Louise Hoblitzell, ActingChair and mem ber Carolyn Peoples.The structure of the HRCom mittee was considered and recom mended forapproval at the O ctober 24, 2007 HR Comm ittee meeting. Any actions taken atthe HRCom mittee will be reported and recommended to the Authoritymem bership. The com mittee will meet quarterly or on an as-needed basis.Upon m otion by M r. Marks and seconded by Mr. Whitson, mem bers

unanimously approved the structure and purview of the Human R esourcesCommittee.APPROVAL - CONTRACT NO. HB-450-000-007R DECK REHABILITATIONAND MISCELLANEOUS REPAIRS TO THE BRIDGE ON US 40 OVER THESUSQUEHANNA RIVER - THOMAS J. HATEM MEMO RIAL BRIDGE

Mr. Kolberg presented this contract for member approval, which waspreviously recommended for approval by the C apital Committee.Upon motion by Mr. M arks and seconded by Rev. Dr. Calhoun, mem bersunanimously awarded Contract No. HB-450-000-007R - Deck R ehab ilitation andMiscellaneous Repairs to the Bridge on US40 Over the ~u sq ue ha nn a iver -Thomas J. Hatem M emorial Bridge to The Joseph B. Fay Company in th eamount of $48,631,632.50. Detailed information is attached.

CANTONO?-Mr. Magness, President of Canton Development Company (CDC)provided an overview of the Canton Development Company. The CDC is theAuthority-owned holding company which ow ns 100 percent of both CantonRailroad Company and Freestate Logistics Services. The Authority acquiredCDC in 1987 , since the C anton R ailroad Company owns the exclusive railaccess to the Seagirt Marine Terminal. Mr. Magness reported that revenue s inased 36 pe rcent over 2006, and that carloads increased 51 percent.before taxes increased 13 9 percent from 200 6.This item was presented as inform ation only.

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OPEN SESSIONDECEMBER 19,2007PAGE 5Ms. Donohue presented the Report of Counsel to the members for theirinformation.Ms. Hoblitzell reported th of herself,Messrs. Basso and Marks andreports directly to the AuthorityThere being no further business, the meeting of the MarylandTransportation Au thority was adjourned, by general consensus, withoutobjection, at 10:56 a.m, upon motion by Ms. Hoblitzell and seconded by Mr.Basso.The next meeting of the Maryland Transportation Authority will be held onThursday, January 10, 2008 in the conference room of the Point Breeze

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