BOARD MEETING
THURSDAY, APRIL 24, 2025
MARYLAND TRANSPORTATION AUTHORITY 2310 BROENING HIGHWAY 2 ND FLOOR TRAINING ROOM BALTIMORE, MD 21224
IN-PERSON AND LIVESTREAM
MARYLAND TRANSPORTATION AUTHORITY BOARD MEETING 2310 Broening Highway * 2 nd Floor Training Room * Baltimore, MD 21224
APRIL 24, 2025 9:00 AM
This meeting will be livestreamed on the MDTA Board Meeting Page
NOTES: •
This is an In-Person Open Meeting being conducted via livestreaming. • The public is welcome to watch the meeting at the link above. • If you wish to comment on an agenda item, please email your name, affiliation, and the agenda item to nhenson@mdta.state.md.us no later than 5:00 p.m. on April 22. You MUST pre-register and attend the meeting in person to comment. Once pre-registered, all pertinent information will be emailed to you.
AGENDA
OPEN SESSION – 9:00 AM
Call Meeting to Order
1. Approval – Open Session Meeting Minutes of March 27, 2025
Chairman
5 min.
2. Approval – Contract Award
Jeffrey Davis
15 min.
• MDTA 2023-01 – Comprehensive Traffic Engineering Services • MT-00211389 – HVAC & ATC Maintenance Repairs – Central Region • MT-00211392 – HVAC & ATC Maintenance Repairs – ICC Facilities
3. Approval – MDTA Board Resolution 25-01 – Series 2025
Allen Garman
5 min.
Bonds
4. Update – MDTA Police Public Security – Verbal
Col. Joseph Scott
10 min.
5. Update – Legislative Session – Verbal
James Kittleman
10 min.
6. Update – Executive Director’s Report – Verbal
Bruce Gartner
10 min.
Vote to go into Closed Session
CLOSED SESSION – Expected Time 9:55 AM
7. To Discuss Cybersecurity
David Goldsborough
10 min.
8. To Discuss Public Security
Col. Joseph Scott
10 min.
9. To Discuss Pending Litigation
Kim Millender, Esq.
10 min.
Vote to Return to Open Session
Vote to Adjourn Meeting
TAB 1
MARYLAND TRANSPORTATION AUTHORITY BOARD MEETING
THURSDAY, MARCH 27, 2025 9:00 A.M.
2310 BROENING HIGHWAY BALTIMORE, MD 21224
IN-PERSON & LIVESTREAMED OPEN MEETING
OPEN SESSION
Samantha Biddle, Acting Chair
MEMBERS ATTENDING:
Dontae Carroll – via Telephone Maricela Cordova William H. Cox, Jr. Mario J. Gangemi Cynthia D. Penny-Ardinger
Jeffrey S. Rosen Samuel D. Snead John F. von Paris
STAFF ATTENDING:
Lt. Col. Ronce Alford Jeffrey Brown Percy Dangerfield Jeffrey Davis Bruce Gartner David Goldsborough Chantelle Green James Harkness Natalie Henson Briana McEachern Lt. Col. Corey McKenzie Kimberly Millender, Esq. Kelly Mundle
M ary O’Keeffe Deb Sharpless Khadriah Ward Eric Willison
OTHERS ATTENDING:
Donna DiCerbo Tia Rattini
OPEN SESSION MARCH 27, 2025 PAGE 2 OF 5
At 9:00 a.m. Acting Chair Samantha Biddle called the meeting of the Maryland Transportation Authority (MDTA) Board to order. The meeting was held in-person at MDTA Headquarters, 2310 Broening Highway, Baltimore MD 21224 and was livestreamed on the MDTA Board Meeting web page.
Chair Biddle also welcomed our new MDTA Board Member, Ms. Maricela Cordova.
APPROVAL – OPEN SESSION MEETING MINUTES OF FEBRUARY 27, 2025
Upon motion by Member Mario J. Gangemi and seconded by Member Cynthia D. Penny-Ardinger, the open session meeting minutes of the MDTA Board meeting held on February 27, 2025 were unanimously approved.
RESOLUTIONS – YEARS OF SERVICE RECOGNITION
Mr. Bruce Gartner read and presented Years of Service Recognition Resolutions to Ms. Donna DiCerbo and Ms. Tia Rattini.
On the occasion of Ms. DiCerbo’s and Ms. Rattini’s retirement from their distinguished careers of service, the Chairman and Members of the Maryland Transportation Authority Board hereby express to them their most sincere appreciation for their excellence and commitment.
APPROVAL – BOARD COMMITTEE ASSIGNMENTS
With Member Maricela Cordova officially becoming a member of the Board, MDTA staff developed proposed committee assignments to reflect the new membership. These assignments added Member Cordova to the Capital Committee.
Upon motion by Member William H. Cox, Jr. and seconded by Member Samuel D. Snead, the Members unanimously approved the new Board Committee assignments.
APPROVAL – CONTRACT AWARD
• SV-00211187 – Communications and Related Services
Mr. Jeffrey Davis requested approval from the MDTA Board to execute Contract No. SV-00211187 – Communications and Related Services to McAndrew for a not to exceed amount of $8,250,000.00 for a five year period (including a three year base contract and a single two year renewal option). Mr. Davis explained the purpose of the contract is to retain the services of a qualified Contractor to provide communications and related services for the MDTA Office of Communications and Marketing. These services will aid the MDTA in public education, promoting public safety on MDTA roadways, and in providing exceptional and equitable customer service to all MDTA’s customers and communities. Further examples of projects supported by this contract include implementing Bay Bridge Travel Campaigns, the Go Orange Day and Nation Safety Awareness campaigns, and MDTA Police recruitment campaigns.
OPEN SESSION MARCH 27, 2025 PAGE 3 OF 5
MDTA advertised with the intent to award a single work-order based contract to the highest over-all ranked firm (considering both Technical and Financial proposals) with a not-to-exceed amount up to $8.25 million for a five (5) year period (including a three (3) year base and single two (2) year renewal option). Financial Proposals were prepared using an estimated number of hours per labor classification for the life of the contract. The proposers provided fixed firm “Fully Loaded” hourly rates for each o f these labor classifications in their proposal. Therefore, the total hypothetical cost of the contract in the financial proposal was used for evaluation and ranking purposes only.
Mr. Davis also explained that we anticipate presenting this Contract at the May 21, 2025 BPW meeting.
Upon motion by Member Jeffrey S. Rosen and seconded by Member John F. von Paris, the Members unanimously gave approval of Contract No. SV-00211187 – Communications and Related Services.
APPROVAL – FISCAL YEAR 2025 BUDGET AMENDMENT
Mr. Jeffrey Brown requested approval from the MDTA Board of an amendment to increase the Fiscal Year (FY) 2025 Operating Budget by $7.3 million to account for the accelerated purchase of police vehicles in current fiscal year that were originally planned for FY 2026. According to Section 6.17 of the Trust Agreement, the budget may be amended at any time during the current fiscal year. Mr. Brown explained that as a result of collective bargaining, 90 police vehicles must be purchased and distributed by July 1, 2025. The FY 2025 Amended Operating Budget totals $441.4 million. This represents an increase of $7.3 million, or 1.7%, above the previous FY 2025 budget. The previous FY 2025 budget anticipated vehicle distribution after July 1, 2025. Consequently, the funds for these vehicles were budgeted in FY 2026 instead of FY 2025. The budget change represents a shift in funding between the two years, not a net increase. Upon motion by Member Mario J. Gangemi and seconded by Member Jeffrey S. Rosen, the Members unanimously gave approval to increase the Fiscal Year (FY) 2025 Operating Budget by $7.3 million to account for the accelerated purchase of police vehicles in current fiscal year that were originally planned for FY 2026.
UPDATE – FISCAL YEAR 2025 DEPARTMENT OF LEGISLATIVE SERVICES BUDGET ANALYSIS
Ms. Deb Sharpless provided an overview of the budget issues and recommendations presented by the Department of Legislative Services during the MDTA’s Fiscal Year 2026 legislative budget hearing. The overview included a brief recap of the MDTA’s responses to the issues raised in the budget analysis document.
UPDATE – MAJOR PROJECTS UPDATE
Mr. James Harkness updated the MDTA Board on the status of Major Projects in the Capital Program. Mr. Harkness explained that as of March 19, 2025, there are thirteen major projects in the Capital Program. Eleven of the projects are under construction and two are under design. This update includes projects funded for construction in the current Consolidated Transportation Program and includes five projects valued in excess of $100 million. There are four projects from the $1.1 billion I-95 ETL Northbound Expansion program.
OPEN SESSION MARCH 27, 2025 PAGE 4 OF 5
In this update, Mr. Harkness further explained that there is one project with a construction budget change and one project with a design schedule change. The budget for KB-4903 Francis Scott Key Bridge Replacement – Phase 1 has increased by $10.6 million due to the procurement and delivery of long lead-time materials for the test pile program. The advertisement schedule for KH-3046 I-95/I-695 Interchange Express Toll Lanes Ramps has changed from April 2025 to June 2025 due to delays in obtaining the environmental permits for the project.
UPDATE – DIVISION OF INFORMATION TECHNOLOGY (DOIT) MAJOR PROJECTS UPDATE
Mr. David Goldsborough updated the MDTA Board on the Division of Information Technology (DoIT) major projects. As of March 27, 2025, DoIT maintains an active portfolio of 21 projects and continued support of the third generation tolling system (3G) program.
Some of the significant initiatives that DoIT continues to work on include the following:
• • • • • •
HR Central Conversion
Scheduling System Enhancements
Maximo Spatial
Dynamics SL Upgrade
HRIS
Data Center Enhancements Project
• Clearing House Tracking for Health and Safety • Police BWC • Maximo 9 Upgrade
UPDATE – CIVIL RIGHTS AND FAIR PRACTICES (CRFP) SOCIOECONOMIC PROGRAMS STATUS
Chief Administrative Officer, Mr. Percy Dangerfield, introduced the new Director of Civil Rights Fair Practices, Ms. Khadriah Ward.
Ms. Ward then updated the MDTA Board on MDTA’s progress toward achieving the legislatively mandated socioeconomic program goals for Quarter 2 of 2025, which covers the performance period of July 1, 2024 to December 31, 2024. (Q2 FY 2025).
These programs include the following:
• Disadvantaged Business Enterprise (DBE) Program; • Minority Business Enterprise (MBE) Program; • Small Business Reserve (SBR) Program; and • Veteran-Owned Small Business Enterprise (VSBE) Program.
UPDATE – LEGISLATIVE SESSION
Ms. Mary O’Keeffe gave an update to the MDTA Board regarding the bills that have been filed that will have an impact to the MDTA and the number of legislative casework/inquiries that his office has received thus far.
OPEN SESSION MARCH 27, 2025 PAGE 5 OF 5
UPDATE – AUDIT COMMITTEE
Member Cynthia D. Penny-Ardinger presented an update on the Audit Committee meeting that took place on March 11, 2025.
Member Penny-Ardinger explained the Committee was informed that Audits is on track to complete the 13 audits in the Fiscal Year (FY) 2025 Audit Plan with three audits complete, five in progress, and five planned. The Fiscal Year (FY) 2025 Enterprise-Wide Risk Assessment was presented. The Proposed Fiscal Year (FY) 2026 Audit Plan were presented and the Committee discussed and concurred with the proposed FY 2026 Audit Plan. Also, one internal audit report on License Plate Reader (LPR) Compliance Audit was presented and the Committee was satisfied with the result of the audit.
UPDATE - EXECUTIVE DIRECTOR’S REPORT
Mr. Bruce Gartner welcomed new MDTA Board Member, Ms. Maricela Cordova and expressed his thanks and gratitude to outgoing Board Member, Mr. W. Lee Gaines, Jr. for his 10 years of service to the MDTA.
Mr. Gartner then updated the MDTA Board on the following: March 26 Commemoration Event of the Collapse of the Francis Scott Key Bridge (FSK); the various FSK documentaries that have been released; various events that both Mr. Gartner and Mr. Harkness have been speakers at regarding the FSK Bridge Rebuild; March 25 Doing Business with the MDTA; the NTSB Report and Press Conference; April 2 is the next meeting of the Bay Bridge Reconstruction Advisory Group; and April 7 is the last day of Legislative Session.
VOTE TO ADJOURN MEETING
There being no further business, upon motion by Member Cynthia D. Penny-Ardinger and seconded by Member John F. von Paris, the Members unanimously voted to adjourn the meeting at 10:40 a.m.
The next MDTA Board Meeting will be held on Thursday, April 24, 2025 at 9:00 a.m. at MDTA Headquarters, 2310 Broening Highway, Baltimore MD 21224 and will be livestreamed on the MDTA Board webpage.
APPROVED AND CONCURRED IN
_________________________________________ Paul J. Wiedefeld, Chairman
TAB 2
MEMORANDUM
TO:
MDTA Board
FROM: SUBJECT:
Director of Procurement, Jeffrey Davis, NIGP-CPP, CMPO MDTA 2023-01 – Comprehensive Traffic Engineering Services
DATE:
April 24, 2025
PURPOSE To seek approval from the MDTA Board to execute Contract No. MDTA 2023-01 – Comprehensive Traffic Engineering Services for the MDTA. SUMMARY The services to be performed include traffic control device design, review, evaluation, and analysis; traffic engineering planning and operations studies; product and material evaluations and analyses; asset management services associated with traffic control and traffic safety devices; development of plans, specifications, and estimates for traffic related construction contracts and/or task orders; supplemental staffing support; and project and program management. MDTA advertised with the intent to award up to three contracts to the three highest technically ranked firms for a total of $10 million for a five (5) year period. We anticipate presenting this Contract at the June 11, 2025 BPW meeting. RECOMMENDATION To provide approval to execute Contract No. MDTA 2023-01 – Comprehensive Traffic Engineering Services for the MDTA. ATTACHMENT • Project Summary
2310 Broening Highway • Baltimore, MD 21224 • mdta@mdta.maryland.gov • 410.537.1000 • 711 (MD Relay) • mdta.maryland.gov • DriveEzMD.com
AUTHORITY COMMITTEE PROJECT SUMMARY
PIN NUMBER
N/A
CONTRACT NUMBER CONTRACT TITLE
MDTA 2023-01
COMPREHENSIVE TRAFFIC ENGINEERING SERVICES
PROJECT SUMMARY
The services to be performed include traffic control device design, review, evaluation and analysis; traffic engineering planning and operations studies; product and material evaluations and analyses; asset management services associated with traffic control and traffic safety devices; development of plans, specifications and estimates for traffic related construction contracts and/or task orders; supplemental staffing support; and project and program management.
CONTRACT NUMBER
CONTRACT AMOUNT
PROPOSERS
SCHEDULE
ADVERTISEMENT DATE ANTICIPATED NTP DATE
January 25, 2024
Rummel, Klepper & Kahl/WSP USA (JV) AE-3139-0000 Whitman, Requardt & Associates AE-3140-0000 Wallace Montgomery/STV, Inc. (JV) AE-3141-0000
$3.5M $3.5M
June 12, 2025 Five (5) years
DURATION/TERM
$3M N/A N/A N/A N/A N/A N/A
Century Engineering/PRIME AE (JV)
N/A N/A N/A N/A N/A N/A
Dewberry Engineers, Inc./TranSystems Corporation (JV) Johnson, Mirmiran & Thomspon, Inc./Mead & Hunt, Inc. (JV)
McCormick Taylor/Brudis & Associates (JV) Rossi Group/Jacobs Engineering (JV)
Stantec Consulting
YES
NO
PROTEST
YES
NO
INCUMBENT
Page 1 of 2
MBE PARTICIPATION
RK&K/WSP
WRA
WM/STV
ADVERTISED GOAL (%)
PROPOSED GOAL (%)
PROPOSED GOAL (%)
PROPOSED GOAL (%)
MBE PARTICIPATION
OVERALL MBE
25.00 7.00%
25.00 7.00% 8.00%
25.00 7.00% 4.00% 4.00%
25.00 7.00% 8.00%
AFRICAN AMERICAN ASIAN AMERICAN HISPANIC AMERICAN WOMEN OWNED
10.00%
10.00%
10.00%
10.00%
OTHER VSBE
1.00%
1.00%
1.00%
1.00%
Page 2 of 2
MEMORANDUM
TO:
MDTA Board
FROM: Director of Procurement, Jeffrey Davis, NIGP-CPP, CMPO SUBJECT: MT-00211389 – HVAC & ATC Maintenance and Repairs at MDTA's Central Locations DATE: April 24, 2025 PURPOSE To seek approval from the MDTA Board to execute Contract No. MT-00211389 – HVAC & ATC Maintenance and Repairs at MDTA's Central Locations. SUMMARY The purpose of this Contract is to retain the services of a Contractor(s) who can provide timely and quality services to ensure all HVAC and ATC systems are in dependable condition and are always continuously operational and functional. We anticipate presenting this Contract at the May 7, 2025 BPW meeting. RECOMMENDATION To provide approval to execute Contract No. MT-00211389 – HVAC & ATC Maintenance and Repairs at MDTA's Central Locations. ATTACHMENT • Project Summary
2310 Broening Highway • Baltimore, MD 21224 • mdta@mdta.maryland.gov • 410.537.1000 • 711 (MD Relay) • mdta.maryland.gov • DriveEzMD.com
AUTHORITY BOARD PROJECT SUMMARY Contract No. MT-00211389, HVAC & ATC Maintenance & Repairs/MDTA's Central Locations
PIN NUMBER
N/A
CONTRACT NUMBER CONTRACT TITLE
MT-00211389
HVAC & ATC Maintenance for Central Locations
The purpose of this Contact is to retain the services of a Contractor(s) who can provide timely and quality services to ensure all HVAC and ATC systems are in dependable condition and are always continuously operational and functional.
PROJECT SUMMARY
MBE PARTICIPATION
ADVERTISED GOAL (%)
PROPOSED GOAL (%)
MBE PARTICIPATION - OVERALL
SCHEDULE
ADVERTISEMENT DATE ANTICIPATED NTP DATE
OVERALL MBE
1/3/2025 6/8/2025
14.00% 14.00%
VSBE
1.00%
1.00%
DURATION/TERM
Three (3) Years with one 2-Year Renewal Option
INCUMBENT
YES
NO
BID PROTEST
YES
NO
Check
Check
BID RESULTS
BID AMOUNT(S)
Denver-Elek, Inc.
$ $ $
2,232,717.50 2,374,857.50 2,503,522.50
Patapsco Mechanical
EASI
MEMORANDUM
TO:
MDTA Board
FROM: Director of Procurement, Jeffrey Davis, NIGP-CPP, CMPO SUBJECT: MT-00211392 – HVAC & ATC Maintenance and Repairs at MDTA's ICC Facilities DATE: April 24, 2025 PURPOSE To seek approval from the MDTA Board to execute Contract No. MT-00211392 – HVAC & ATC Maintenance and Repairs at MDTA's ICC Facilities. SUMMARY The purpose of this Contract is to retain the services of a Contractor(s) who can provide timely and quality services to ensure all HVAC and ATC systems are in dependable condition and are always continuously operational and functional. We anticipate presenting this Contract at the May 7, 2025 BPW meeting. RECOMMENDATION To provide approval to execute Contract No. MT-00211392 – HVAC & ATC Maintenance and Repairs at MDTA's ICC Facilities. ATTACHMENT • Project Summary
2310 Broening Highway • Baltimore, MD 21224 • mdta@mdta.maryland.gov • 410.537.1000 • 711 (MD Relay) • mdta.maryland.gov • DriveEzMD.com
AUTHORITY BOARD PROJECT SUMMARY Contract No. MT-00211392, HVAC & ATC Maintenance & Repairs/MDTA's ICC Facilities
PIN NUMBER
N/A
CONTRACT NUMBER CONTRACT TITLE
MT-00211392
HVAC & ATC Maintenance for ICC Facilities
The purpose of this Contact is to retain the services of a Contractor(s) who can provide timely and quality services to ensure all HVAC and ATC systems are in dependable condition and are always continuously operational and functional.
PROJECT SUMMARY
MBE PARTICIPATION
ADVERTISED GOAL (%)
PROPOSED GOAL (%)
MBE PARTICIPATION - OVERALL
SCHEDULE
ADVERTISEMENT DATE ANTICIPATED NTP DATE
OVERALL MBE
1/6/2025 6/8/2025
14.00% 14.00%
VSBE
1.00%
1.00%
DURATION/TERM
Three (3) Years with one 2-Year Renewal Option
INCUMBENT
YES
NO
BID PROTEST
YES
NO
Check
Check
BID RESULTS
BID AMOUNT(S)
Denver-Elek, Inc.
$ $ $ $
1,029,298.00 1,067,744.00 1,162,145.00 1,239,125.00
EASI
Patapsco Mechanical RSC Electrical Co.
TAB 3
MEMORANDUM
TO:
MDTA Board
FROM:
Deputy Director of Finance, Allen Garman
SUBJECT:
MDTA Board Resolution 25-01 – Municipal Financing
DATE:
April 24, 2025
PURPOSE OF MEMORANDUM This memorandum is to explain the purpose of and request approval from the MDTA Board of MDTA Board Resolution 25-01 – Municipal Financing. The Resolution authorizes the issuance of toll revenue bonds to finance a portion of capital projects in Fiscal Year (FY) 2026. Following a discussion at the April 10 Finance and Administration Committee meeting, the Resolution was recommended to move forward to the full MDTA Board for approval. SUMMARY The Municipal Financing Resolution authorizes the issuance of $600 million in bonds to finance capital projects for an approximately one-year period through FY 2026. The financing is expected before December 31, 2025, and will be sized to account for the capital program, net operating revenues, bond premium, debt service reserve funding, and costs of issuance. The $600 million limit contained in the Resolution is based on the most recent official forecast approved by the MDTA Board in November 2024. More precise financing needs will be known in the coming months based on realized FY 2025 capital spending and updated information incorporated in the Consolidated Transportation Program (CTP) for FY 2026. It is expected that an amended resolution will be required to update the financing limit, but the first resolution is currently needed as delegated authority to engage bond counsel in the development of the Official Statement and generally begin the financing process that comfortably requires 90-days to complete.
2310 Broening Highway • Baltimore, MD 21224 • mdta@mdta.maryland.gov • 410.537.1000 • 711 (MD Relay) • mdta.maryland.gov • DriveEzMD.com
MDTA Board Resolution 25-01 – Municipal Financing Page Two
The Executive Director and Chief Financial Officer will have the authority to manage the bond sale and closing, including the award of the 2025 bonds to the successful underwriting firm(s) or negotiation of terms for a private placement. The Resolution also provides for authority to select other service providers and to prepare and execute all closing documents, certificates, and bond forms. Resolution 25-01 contains the following limiting and reporting provisions: 1. Par Amount – Limited to $600 million. 2. Bond Sale Date – No later than December 31, 2025. 3. Bond Sale Reports on Results – Provided by the Executive Director and Chief Financial Officer at the first Board meeting after the sale dates. RECOMMENDATION Approval of the MDTA Board Resolution 25-01 – Municipal Financing ATTACHMENT • MDTA Board Resolution 25-01 – Municipal Financing
M ARYLAND T RANSPORTATION A UTHORITY R ESOLUTION 25-01
A R ESOLUTION REGARDING THE ISSUANCE BY THE M ARYLAND T RANSPORTATION A UTHORITY ( THE “MDTA”) OF ITS S PECIAL O BLIGATION R EVENUE B ONDS , S ERIES 2025 ( THE “2025 B ONDS ”) FOR THE P URPOSE OF ( I ) FINANCING AND REFINANCING THE ACQUISITION , CONSTRUCTION AND EQUIPPING OF CERTAIN T RANSPORTATION F ACILITIES P ROJECTS AND ( II ) REFUNDING CERTAIN OUTSTANDING OBLIGATIONS OF THE MDTA ISSUED FOR THE PURPOSE OF FINANCING AND REFINANCING THE ACQUISITION , CONSTRUCTION AND EQUIPPING OF CERTAIN T RANSPORTATION F ACILITIES P ROJECTS ; A PPROVING THE P REPARATION AND D ISTRIBUTION OF A P RELIMINARY AND A F INAL O FFICIAL S TATEMENT , A SUPPLEMENTAL TRUST AGREEMENT , AN ESCROW DEPOSIT AGREEMENT AND OTHER TRANSACTION DOCUMENTS ; A UTHORIZING THE SOLICITATION AND SELECTION OF PROVIDERS OF PROFESSIONAL SERVICES ; A UTHORIZING CERTAIN OFFICERS TO DETERMINE MATTERS PERTAINING TO THE SALE AND ISSUANCE OF THE 2025 B ONDS , INCLUDING THE FINANCING S TRUCTURE AND T ERMS ; AUTHORIZING , SPECIFYING , DETERMINING AND APPROVING CERTAIN OTHER MATTERS PERTAINING TO THE 2025 B ONDS . W HEREAS , the Maryland Transportation Authority, an agency of the State of Maryland (the “ MDTA ”), adopts this Resolution 25-01 (“ Resolution 25-01 ”) for the purpose of authorizing the issuance of the 2025 Bonds in an aggregate principal amount not to exceed Six Hundred Million Dollars ($600,000,000); and W HEREAS , the MDTA is authorized under Sections 4-101 through 4-405 of the Transportation Article of the Annotated Code of Maryland (2015 Replacement Volume, as supplemented) (the “ Act ”) to finance “transportation facilities projects” (as defined in the Act), to issue revenue bonds for the purpose of financing the cost of transportation facilities projects, to issue revenue bonds for the purpose of refunding any of its outstanding revenue bonds and to perform any actions necessary or convenient to carry out the powers granted in the Act; and W HEREAS , the MDTA has entered into the Second Amended and Restated Trust Agreement dated as of September 1, 2007 (as previously amended and supplemented, the “ Master Trust Agreement ”), with The Bank of New York Mellon (successor to The Bank of New York), as trustee (the “ Trustee ”); and W HEREAS , pursuant to Sections 2.01 and 2.04 of the Master Trust Agreement, the MDTA has issued its Transportation Facilities Projects Revenue Refunding Bonds, Series 2017 (Tax- Exempt Bonds) dated July 27, 2017 (the “ Series 2017 Bonds ”), Transportation Facilities Projects Revenue Bonds dated June 25, 2020 (the “ Series 2020 Bonds” ), Transportation Facilities Projects Revenue Bonds dated April 7, 2021 (the “ Series 2021A Bonds ”), Transportation Facilities Projects Revenue Refunding Bonds, Series 2022 (Tax-Exempt Bonds) dated May 5, 2022 (the “ Series 2022 Bonds ”), Governor Harry W. Nice Memorial/Senator Thomas "Mac" Middleton Bridge Replacement Project (TIFIA – 20221007A) TIFIA Bond (the “ 2022 TIFIA Bond ”), Transportation Facilities Projects Revenue Refunding Bonds, Series 2024A (Tax-Exempt Bonds) dated March 5, 2024 (the “ Series 2024A Bonds ”), and
R ESOLUTION 25-01 Page Two
W HEREAS , the Series 2017 Bonds, the Series 2020 Bonds, the Series 2021A Bonds, the Series 2022 Bonds, the 2022 TIFIA Bond and the Series 2024A Bonds, currently outstanding (the “ Outstanding Prior Bonds ”) were issued for the purpose of financing and refinancing the design, construction and equipping of Transportation Facilities Projects (as defined in the Master Trust Agreement) or any Improvements (as defined in the Master Trust Agreement);; and W HEREAS , Section 2.04 of the Master Trust Agreement provides that the MDTA may from time to time issue Additional Bonds (as defined in the Master Trust Agreement) in accordance with the terms and conditions set forth in the Master Trust Agreement for the purpose, among others, of (i) paying all or any part of the cost of any additional Transportation Facilities Projects (as defined in the Master Trust Agreement) or any Improvements (as defined in the Master Trust Agreement) or (ii) providing funds for refunding all or a portion of the bonds then outstanding of any or all series, whether or not such bonds are then subject to redemption, including providing for the payment of any redemption premium due or to become due thereon, interest to accrue to the selected redemption or maturity date, any serial maturities to become due prior to the selected redemption or maturity date and any expenses in connection with such refunding; and W HEREAS , pursuant to the terms of Section 11.01 of the Master Trust Agreement, the MDTA desires to enter into a supplemental trust agreement supplementing the Master Trust Agreement to provide for the issuance of Additional Bonds (the “ 2025 Bonds, ” as defined herein) to be secured by the Master Trust Agreement and a supplemental trust agreement equally and ratably with any portion of the Outstanding Prior Bonds that may remain outstanding after issuance of the 2025 Bonds; and W HEREAS , the MDTA desires to authorize the sale and issuance of the 2025 Bonds for the purpose of (i) refunding all or a portion of the Outstanding Prior Bonds or all or a portion of any principal maturities thereof (collectively, the “ Refunded Bonds ”) and (ii) financing the design, construction and equipping of any additions, improvements and enlargements to the Transportation Facilities Projects and any other transportation facility projects designated under the Master Trust Agreement and any trust agreements supplementing thereto as Transportation Facilities Projects (the “2025 Project”), provided that certain conditions set forth in this Resolution are met. N OW , T HEREFORE , B E I T R ESOLVED B Y T HE M ARYLAND T RANSPORTATION A UTHORITY , as follows: Section 1. The MDTA hereby authorizes the issuance of its Special Obligation Revenue Bonds, Series 2025 (the “ 2025 Bonds ”), in one or more series as the bond issue may be further designated by the Executive Director of the MDTA (the “ Executive Director ”), in an aggregate principal amount not to exceed Six Hundred Million Dollars ($600,000,000) for the purpose of (i) refunding and redeeming the Refunded Bonds and financing and refinancing the 2025 Project, (ii) optionally depositing funds into a debt service reserve fund, and (iii) paying the costs related to the issuance of the 2025 Bonds.
R ESOLUTION 25-01 Page Three Section 2.
The 2025 Bonds shall be issuable as fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof, and sold in one or more series. The 2025 Bonds are special obligations of the MDTA payable, as to principal and interest, solely from the revenues and funds pledged thereto under the Master Trust Agreement, as amended and supplemented, and are not and shall not be deemed (i) to be general obligations of the MDTA, (ii) to constitute obligations of the Department of Transportation of Maryland, or (iii) to constitute a debt or a pledge of the faith and credit or the taxing power of the State of Maryland or any political subdivision thereof. Section 3 . Bond Sale. (a) The MDTA hereby authorizes its Executive Director to sell the 2025 Bonds in one or more sales by either competitive bidding or private negotiation (including but not limited to a direct placement with a financial institution) as determined to by the Executive Director, with the advice of the Chief Financial Officer of the MDTA (the “ Chief Financial Officer ”), its bond counsel, its financial advisors and, as appropriate, other officers and staff of the MDTA, to be the most advantageous for the MDTA, provided that such sales must occur no later than December 31, 2025, unless a later sale date is approved by future resolution of the MDTA. (b) The Executive Director is authorized to determine, with the advice of the Chief Financial Officer, its bond counsel, its financial advisors and, as appropriate, other officers and staff of the MDTA, the rate or rates of interest to be borne by the 2025 Bonds or the method of determining the rates (such rates of all or a portion of the 2025 Bonds may be fixed or variable), if all or a portion of the 2025 Bonds will be sold with taxable or tax-exempt interest, the dates of principal and interest payments and final maturity of the 2025 Bonds, provided that the date of final maturity of the 2025 Bond shall not exceed (i) the useful life of the assets financed with respect to the proceeds used for 2025 Projects and (ii) the final maturity of the Refunded Bonds with respect to proceeds used to refund the Refunded Bonds. (c) If the Executive Director determines to sell all or a portion of the 2025 Bonds by the solicitation of competitive bids, the MDTA hereby authorizes the Executive Director, with the assistance of the Chief Financial Officer, its bond counsel, its financial advisors and, as appropriate, other officers and staff of the MDTA, (1) to determine the means for the submission of competitive bids, including but not limited to electronic bids via such service provider as the Executive Director deems appropriate, (2) to determine the terms and conditions for such sale, including but not limited to, the conditions for acceptance of bids and the criteria for the selection of a winning bidder, subject to the limitations set forth in this Resolution, (3) to prepare a notice of sale setting forth the terms and conditions of such sale (the “ Notice of Sale ”), and (4) to advertise such sale, including but not limited to publication of the Notice of Sale or a summary thereof by any electronic medium, financial journal or such other manner as the Executive Director shall deem appropriate, at least ten days before the date set for the receipt of bids. (d) If the Executive Director determines to negotiate the terms of the sale of all or a portion of the 2025 Bonds, the MDTA hereby authorizes the Executive Director, with the assistance of the Chief Financial Officer, its bond counsel, its financial advisors and, as
R ESOLUTION 25-01 Page Four
appropriate, other officers and staff of the MDTA, (1) to solicit and accept proposals for the purchase of the 2025 Bonds on a private, negotiated basis, and (2) to negotiate an agreement for the purchase of the 2025 Bonds (a “ Bond Purchase Agreement ”), in accordance with the limitations set forth in this Resolution. (e) The Executive Director and the Chief Financial Officer shall each provide a report of the results of any sale of the 2025 Bonds at the first meeting of the MDTA Board occurring after such sale of the 2025 Bonds. Section 4 . The Executive Director is hereby authorized to engage, as appropriate, the services of a trustee, a registrar, a paying agent, an escrow agent, a verification agent, an underwriter, a feasibility consultant, engineers, accountants, printers and such other service providers as the Executive Director deems appropriate from time to time with respect to the 2025 Bonds and the Refunded Bonds. Section 5 . The MDTA hereby authorizes the Executive Director, Chief Financial Officer and other staff of the MDTA, with the assistance of its bond counsel and its financial advisors, to prepare a preliminary official statement, a final official statement, a private placement memorandum or any other form of offering document (each referred to herein as, an “ Official Statement ”) for the sale of the 2025 Bonds and to distribute each Official Statement to the entities that they shall deem appropriate. Section 6 . Subject to the terms set forth in this Resolution, the MDTA hereby authorizes its Executive Director, with the assistance of other officers of the MDTA, counsel to the MDTA, its bond counsel, financial advisors, and staff, to prepare (i) one or more supplements to the Master Trust Agreement (each, a “ Supplemental Trust Agreement ”), (ii) one or more bond certificates for the 2025 Bonds (each, a “ Bond Certificate ”), (iii) an escrow deposit agreement or an escrow letter (the “ Escrow Deposit Agreement ”), if required, (iv) one or more continuing disclosure agreements (each, a “ Continuing Disclosure Agreement ”) to assist the underwriters of the 2025 Bonds in complying with the requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, (v) a bond payment insurance policy (a “ Municipal Bond Policy ”), if deemed appropriate, and (vi) a municipal bond debt service reserve insurance policy (a “ Reserve Fund Policy ”), if deemed appropriate in place of a funded debt service reserve, as the same may be amended from time to time. Section 7. The Chairman of the MDTA (the “ Chairman ”) and the Executive Director are hereby authorized to execute and deliver on behalf of the MDTA each Bond Certificate by their manual or facsimile signatures. The Executive Director is hereby authorized to cause an original or facsimile of the official seal of the MDTA to be imprinted on each Bond Certificate. Section 8 . The MDTA hereby authorizes the Chairman and the Executive Director, or either of them, to execute and deliver on behalf of the MDTA, as appropriate, an Official Statement, a Supplemental Trust Agreement, a Bond Purchase Agreement, an Escrow Deposit Agreement, a Continuing Disclosure Agreement, a Municipal Bond Policy, a Reserve Fund Policy and such other documents, certificates and agreements deemed appropriate by the Chairman or the
R ESOLUTION 25-01 Page Five
Executive Director (collectively, together with the Bond Certificates, the “ Bond Documents ”). The execution and delivery by them of the Bond Documents shall be conclusive evidence of their final approval. Section 9. The MDTA hereby covenants that it will take, or refrain from taking, any and all actions necessary to comply with the provisions of Section 103 and Sections 141 through 150 of the Internal Revenue Code of 1986, as amended (the “ Code ”), applicable to the 2025 Bonds in order to preserve the status of the interest on the 2025 Bonds as excluded from gross income for federal income tax purposes. Without limiting the generality of the covenant set forth in the preceding sentence, (a) the MDTA will not use or permit the use of any of the proceeds of the 2025 Bonds or any of the funds of the MDTA in such manner as would cause the interest on the 2025 Bonds to be included in gross income for federal income tax purposes, (b) the MDTA will regulate the investment of the proceeds of the 2025 Bonds so as not to cause any of the 2025 Bonds to be an “arbitrage bond” within the meaning of Section 148 of the Code and the Income Tax Regulations thereunder, (c) the MDTA will, if and to the extent necessary make periodic determinations of the rebate amount and timely pay any rebate amount, or installment thereof, to the United States of America, (d) the MDTA will prepare and timely file Internal Revenue Service Form 8038-G, Information Return for Tax-Exempt Governmental Obligations, and (e) the Executive Director and Chief Financial Officer are hereby authorized and directed to prepare or cause to be prepared and to execute and deliver any certificate or other document which may be required in order to assure compliance with the applicable provisions of Section 103 and Sections 141 through 150 of the Code, and the Income Tax Regulations thereunder. Section 10. The Chairman and the Executive Director are hereby authorized to specify, prescribe, determine, provide for or approve, all within the limitations of this Resolution and the Act, all other matters, details, forms, documents and procedures pertaining to the sale(s), security, issuance, delivery and payment of or for the 2025 Bonds, including (without limitation) the execution, acknowledgment, sealing and delivery of Bond Documents by the Chairman, Executive Director or any other duly qualified employee, agent or officer of the MDTA as are or may be necessary or appropriate to consummate the transactions contemplated by this Resolution in accordance with the Act and this Resolution. Section 11. The MDTA hereby authorizes its Executive Director and all other proper officers of the MDTA to create, supplement, amend, execute, and deliver documents, certificates, notices and agreements related to the Refunded Bonds and to take such actions or cause to be taken such actions as shall be necessary, proper and convenient for carrying out the purposes of this Resolution, including expending funds and incurring costs. Section 12. This Resolution shall be effective immediately upon its adoption.
R ESOLUTION 25-01 Page Six Dated as of: April 24, 2025
W ITNESS :
M ARYLAND T RANSPORTATION A UTHORITY
_____________________________
____________________________________
Bruce Gartner Executive Director
Paul J. Wiedefeld
Chairman
A PPROVED AS TO F ORM AND L EGAL S UFFICIENCY :
_____________________________ Kimberly A. Millender
Assistant Attorney General Deputy Principal Counsel
TAB 4
VERBAL
TAB 5
VERBAL
TAB 6
VERBAL
TAB 7
CLOSED SESSION
TAB 8
CLOSED SESSION
TAB 9
CLOSED SESSION
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