CHESAPEAKE BAY BRIDGE AND TUNNEL COMMISSION MEETING OF MARCH 29, 2016 MINUTES

CHESAPEAKE BAY BRIDGE AND TUNNEL COMMISSION MEETING OF MARCH 29, 2016 MINUTES Commission Members Present: Frederick T. Stant, III; Thomas W. Meehan, Sr.; John F. Malbon; Deborah Christie; Paul E. Bibbins, Jr., PhD; Robert S. Bloxom, Sr.; Jeffrey K. Walker; Chris Snead; Jeffrey A. Rowland; Karen S. James. Commission Member Absent: B. Wayne Coleman. District Staff Present: Jeffrey B. Holland; Thomas R. Anderson, III; Michael T. Crist; Paige B. Addison; Amanda L. Hurley; Betty H. Burgess. District Advisors Present: Hugh L. Patterson, Commission Counsel. Guests: Kandy Bruno, Eastern Shore Rural Health System, Inc.; Delegate Robert S. Bloxom, Jr.; Walter C. Grantz. Call to Order & Pledge of Allegiance: The Chairman, Frederick T. Stant, III, called the meeting to order at 9:30 a.m. and welcomed everyone. He then invited all to stand and recite the Pledge of Allegiance. Kandy Bruno, Delegate Bloxom and Amanda Hurley were welcomed and introduced by Mr. Holland. Approval of Minutes: On motion by Mr. Meehan, seconded by Ms. Christie, and unanimously carried, the Commission approved the Minutes of the January 12, 2016 meeting, as distributed. (Absent: Coleman) Public Comment: None. Legislative Update: Delegate Robert S. Bloxom, Jr. updated the Commission on the General Assembly session including the following: i) Funds that were borrowed from the rainy day fund were being replaced from the retirement fund; ii) Entities receiving funding were Police and Sherriff s Department, school systems, Accomack Library and

Page 2 Tangier Seawall received funding to protect their harbor; iii) The gas tax failed; and iv) Gun deal reciprocity went through. Any excess revenues would be applied to the bond package. Ms. Christie inquired regarding funding for Wallops Island and Del. Bloxom explained that funding was included in the budget for Wallops for unmanned aerial systems and funding for increase support because of the deal signed to 2024 with Orbital which was currently in the Code. Monies provided for the Port Authority for NIT were funded through General Obligation Bonds. Del. Bloxom departed the meeting at this time. Mr. Malbon updated the Commission on Commonwealth Transportation Board issues. Virginia Beach light rail project had had a memorandum of understanding issued. Traffic & Revenue Report: Mr. Holland reported that traffic for January 2016 totaled 217,605 vehicles, which was an increase of 9,018 vehicles or 4.3% over January 2015. E-ZPass utilization totaled 65.2%. Revenue for January 2016 totaled $3,123,557, which was an increase of $111,040 or 3.7% over last January. There were 48 hours of wind restrictions in January 2016 versus 23 hours in January 2015. There were 50 hours of tunnel lane closures in January 2016 versus 32 hours in January 2015. Mr. Holland reported that there would be a significant increase in tunnel lane closures in April as weather would allow for completing tunnel scrub in both tunnels. Traffic for February 2016 totaled 212,739 vehicles, which was an increase of 39,745 vehicles or 23.0% over February 2015. E-ZPass utilization totaled 64.7%. Revenue for February 2016 totaled $3,058,765, which was an increase of $510,657 or 20.0% over last February. There were 21 hours of wind restriction in February 2016 versus 58 hours in February 2015. There were 46 hours of tunnel lane closures in February 2016 versus 11 hours in February 2015.

Page 3 For the calendar-year-to-date through February 29, vehicles were up 12.8% and revenue was up 11.2%. For the fiscal year-to-date through February 29, vehicles were up 7.5% and revenue was up 6.1%. Update on Medical Tolls Program: Kandy Bruno, with Eastern Shore Rural Health System, Inc. (ESRHS) was present to give an annual update to the Commission on the Medical Tolls Program. ESRHS currently provides health care at five locations on the Eastern Shore. Medical toll tickets are distributed from four locations. A new facility will be constructed in Eastville, which will combine Franktown and Bayview centers. Administrative functions were reviewed, as well as the requirements for patients receiving medical tolls, the permitted uses, distribution and income limitations. FY15 was the highest distribution year with 6,100 tickets, which demonstrated the need for the program. Ms. Bruno thanked the Commission for their support of this program. Ms. Christie thanked Ms. Bruno for administering the program and asked about tracking the Veterans who utilized this program. This year s data showed 6% of the total patients were Veterans. Mr. Holland reported that the CBBT contributed the full fiscal year s budget already; however, the Commission authorized additional funding from the District for FY2017. Actual to Budget Analysis for Six Months Ended December 31, 2015: Mr. Anderson reported that the actual-to-budget comparison for the six months ended December 31, 2016 showed that actual expenditures totaled $7,017,628; budgeted expenditures totaled $7,398,778 with a variance of $381,150, or 5.2% under budget. Ms. Bruno departed the meeting.

Page 4 Approval of FY 2017 Preliminary Budget: Mr. Meehan stated that as a result of the successful Personnel Committee meeting with staff, the Commission agreed with the proposals made by staff and moved that the following items be included in the Fiscal Year 2017 Preliminary Budget for Current Expenses: (1) a VRS Plan 1 salary scale increase of 1.70%; (2) a VRS Plan 2 salary scale increase of 0.70%; and (3) approval of merit increases for employees whose Employee Performance Appraisal is satisfactory or better. The motion was seconded by Mr. Malbon, and unanimously carried to approve the FY2017 Preliminary Budget. (Absent: Coleman) Mr. Malbon, Chair of the Finance Committee, moved that the Commission approve the Preliminary Operating Budget for Current Expenses for Fiscal Year 2017 in the amount of $14,607,075 and, further moved that as there were sufficient funds in the GR Reserve Maintenance Fund and the GR General Fund to cover all expected Reserve Maintenance expenditures, that no additional funds from the Revenue Fund be provided to the GR Reserve Maintenance Fund for Fiscal Year 2017. The motion was seconded by Ms. Snead, and unanimously carried. (Absent: Coleman) The Final Budget approval will be held in May. Mr. Holland invited the Commission to attend the April 29, 2016 PDC meeting at which time the Design-Build price proposals would be opened. Closed Meeting: Mr. Meehan moved that in accordance with Section 2.2-3711 of the Code of Virginia that the Commission go into Closed Meeting as provided for in Section 2.2-3711.A.19. of the Code for the purpose of discussing reports and plans related to the security of the Bridge-Tunnel facility and construction of the Parallel Thimble Shoal Tunnel being constructed by the District and the safety of persons using these facilities, and in Section 2.2-3711.A.29 of the Code for the purpose of discussing

Page 5 the award of a contract relating to the Parallel Thimble Shoal Tunnel Project. The motion was seconded by Mr. Bloxom, and unanimously carried. (Absent: Coleman) Return to Open Meeting: A roll call vote was taken pursuant to Section 2.2-3712.D. of the Code of Virginia immediately after reconvening in Open Meeting, at which time each member certified by his vote that to the best of his knowledge (i) only public business matters lawfully exempted from Open Meeting requirements under this chapter and (ii) only public business matters as were identified in the motion by which the Closed Meeting was convened were heard, discussed, or considered in the meeting by the Commission. No member prior to the vote stated that he believed there was a departure from requirements (i) and (ii). Meehan, yes; Malbon, yes; Christie, yes; Snead, yes; Walker, yes; James, yes; Rowland, yes; Bloxom, yes; Bibbins, yes; Stant, yes. Update on Final Design-Build RFP Approval: The Project Development Committee approved the Final RFP for the Design-Build Project, as was authorized by the full Commission at their January 12, 2016 meeting. Update on TIFIA/Strategic Advisor Supplemental Task Order: The Project Development Committee approved the Strategic Advisor Task Order for a TIFIA Technical Advisor at a fee of $118,000, as was authorized by the full Commission at their January 12, 2016 meeting. A motion was made by Mr. Meehan, seconded by Mr. Malbon, and unanimously carried to approve the TIFIA/Strategic Advisor Supplemental Task Order. (Absent: Coleman) Strategic Advisor Task Order Revenue Bond Consulting Engineer s Report: The Project Development Committee approved the Strategic Advisor Task Order for the Revenue Bond Consulting Engineer s Report with a fee of $50,300 at their March 23, 2016 PDC meeting. A motion was made by Mr. Meehan, seconded by Mr.

Page 6 Malbon, and unanimously carried to approve the Strategic Advisor Task Order Revenue Bond Consulting Engineer s Report. (Absent: Coleman) PPTA Audit Task Order Approval: The Project Development Committee approved the PPTA Audit Task Order at their January 27, 2016 meeting. CBBT would be utilizing VDOT OTP3 consultants to complete the work. IMG/Rebel was the lead firm preparing the report at a cost of $98,000 and CH2M Hill was providing technical support at a cost of $40,000. Motion made by Mr. Malbon, seconded by Mr. Meehan, and unanimously carried to approve the PPTA Audit Task Order. (Absent: Coleman) PPTA Major Commercial Terms Posting: Mr. Crist gave an overview of the Major Commercial Terms associated with the Parallel Thimble Shoal Tunnel Project. All items had been complied with: i) Public Private Transportation Act Compliance; ii) Posting of Comprehensive Agreement; iii) Public Notice and Comment; and iv) Public Meeting. Motion made by Mr. Meehan, seconded by Mr. Rowland, and unanimously carried, the Commission adopted the following Resolution for the Updated Finding of Public Interest. (Absent: Coleman) CHESAPEAKE BAY BRIDGE AND TUNNEL DISTRICT Resolution Updated Finding of Public Interest WHEREAS, the Chesapeake Bay Bridge and Tunnel District made its finding that it was in the public interest to procure the Parallel Thimble Shoals Tunnel Project (the Project ) by

Page 7 competitive negotiation under the provisions of Section 33.2-1803.B of the Public-Private Transportation Act of 1995 (the Act ) on May 12, 2015; and WHEREAS, the District will award its construction contract for the Project by competitive negotiation and plans to enter into a comprehensive agreement with the selected contractor at the lowest negotiated price. NOW, THEREFORE, BE IT RESOLVED: That the District, for the reasons outlined in its finding dated May 12, 2015, confirms its finding that procurement of the Project by competitive negotiation under the provisions of Section 33.2-1803.B of the Act continues to be advantageous to the public and in the public interest. Update on TIFIA: No update. Update on Traffic & Revenue (T&R) Contract: No update. Update on VTIB: Mr. Holland stated that they were in the process of preparing to close at the same time as all other issuances, TIFIA and Revenue Bond alike. Parallel Thimble Shoal Tunnel Expenditures to Date: Mr. Anderson reviewed the total Project budget which showed that expenditures-to-date totaled $13,970,490 which was an increase of approximately $550,000 since January. Conflict of Interest Recommendations: No update. Parallel Thimble Shoal Tunnel Interest Rate Hedges: Mr. Anderson gave an overview of the Parallel Thimble Shoal Tunnel Interest Rate Hedge Presentation. Mr.

Page 8 Anderson reviewed the impact of SWAP on overall financing and evaluated five scenarios including worst case and best case scenarios. Four weeks of procurement remained to be completed. Mr. Holland stated that receiving the Design-Build price would take the large risk off the table and the next largest risk for the Project was interest rate risk. Other Business: Approval to Renew Trademark Registration for Gull Logo: On motion by Ms. Christie, seconded by Ms. Snead, and unanimously carried, the Commission approved the renewal of the Trademark Registration for the Gull Logo for a period of ten years commencing March 2017 for a total cost of $1,150. (Absent: Coleman) Alumni Society Lunch: February 16, 2016 at the Chesapeake Grill. The Alumni Society Lunch was successfully held Governor s Report: The Governor s Report was mailed to Governor McAuliffe on February 22, 2016. The Governor s Report was distributed to all Commission Members in their meeting packets. Mr. Holland reported that the first day of the pilot project to evaluate 12-hour shift work for the Operations Division commenced March 28, 2016. Personnel Policy updates as related to shift changes will be included in the May Commission Meeting for recommendation of adoption. Mr. Holland recommended consideration of the use of ipads to replace paper packets for meetings in an attempt to become more efficient.

Page 9 Announcements: The next Commission meeting will be held on Tuesday, May 10, 2016, at 9:30 a.m. in the Administration Building, Northampton County, Virginia. Adjourn: With no further business coming before the Commission, the meeting was adjourned. John F. Malbon, Secretary-Treasurer Frederick T. Stant, III, Chairman Date: 5/10/16 bhb