MINUTES ORLANDO-ORANGE COUNTY EXPRESSWAY AUTHORITY BOARD MEETING May 25, 2011

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1 MINUTES ORLANDO-ORANGE COUNTY EXPRESSWAY AUTHORITY BOARD MEETING Board Members Present: Walter A. Ketcham, Jr., Chairman Tanya J. Wilder, Vice Chairman Teresa Jacobs, Sec.-Treasurer & Ex-Officio - Orange County Noranne Downs, Ex-Officio Board Member - FDOT Mark Filburn, Board Member Also Present: Michael Snyder, Executive Director Joseph Passiatore, General Counsel Darleen Mazzillo, Assistant Secretary/Exec. Asst. A meeting of the Orlando-Orange County Expressway Authority Board was held on Wednesday,. Chairman Walter Ketcham called the meeting to order at approximately 9:36 a.m. PUBLIC COMMENT Charles Lee of Audubon said that today is a very important day for the Wekiva Parkway. There are tremendous opportunities if OOCEA and FDOT can move with the dispatch that this project deserves. There is no other highway project in Florida that has behind it the environmental consensus of the Wekiva Parkway. Building this road is not only important to Central Florida s regional transportation future, but is also important to solve some very real environmental problems in the Wekiva Basin. He hopes that OOCEA and FDOT can take every action possible in reaching an agreement so that right of way acquisition and construction can begin on this project next year. APPROVAL OF MINUTES The minutes of the April 27, 2011 board meeting were presented for approval. A motion was made by Mr. Filburn and seconded by Ms. Downs to approve the minutes of the April 27, 2011 board meeting as presented. The motion carried unanimously with all five members present and voting AYE by voice vote. APPROVAL OF CONSENT AGENDA The Consent Agenda was presented for approval.

2 OOCEA Board Meeting Section I Items over $5 million 1. Authorization to Award Contract to Ranger Construction Industries, Inc. for Project No (S.R. 429 Milling and Resurfacing) Agreement Value: $9,780, Authorization to Award Contract to Infrastructure Corporation of America for Contract No (Facilities Maintenance Services on S.R. 408, S.R. 417, S.R. 414, S.R. 528, S.R. 429 & S.R. 551) Agreement Value: $5,860,000 Section II Items under $5 million 1. Approval of Proposed Settlement Agreement for Parcel 199 with Troy S. Bronson Family Limited Partnership (John Land Apopka Expressway) Agreement Value: $1.2 million 2. Authorization to execute and record Quit Claim Deed conveying parcels to Orange County (Parcel 277 Part B, Parcel 284 Part B and Parcel 298 Part B John Land Apopka Expressway) 3. Authorization to Advertise for Letters of Interest for Miscellaneous Design Consultant Services (Contract No ) 4. Approval to compensate Progress Energy in the amount of $149,889 for the cost to design and perform construction to eliminate a transmission utility conflict on Project No Approval of Work Authorization No. 1 with CH2M Hill, Inc. for Advanced Field Survey Efforts to establish a Geodetic Control Network for the Wekiva Parkway (Contract No ) Agreement Value: $1,043, Approval of Purchase Order to Interstate Highway Sign Corporation, as a sole source contractor, for Refurbishment of Authority-Owned Changeable Message Signs Agreement Value: $164, Authorization to Advertise for Requests for Proposals to serve as the Authority s Bond Counsel (Contract No ) 8. Authorization to Advertise for Construction Bids to furnish and install Retroreflective Pavement Markers at locations along S.R. 408, S.R. 417 and S.R. 429

3 OOCEA Board Meeting Authorization to Advertise for Construction Bids to furnish and install Signage and Lighting Improvements at Mainline and Ramp Plazas on S.R. 429, S.R. 408 and S.R. 417 (Project No ) 10. Authorization to Award Contract to Dynamics Group, Inc. for Mowing and Herbicide Application Services (Contract No ) Agreement Value: $185, Authorization to Award Contract to KMG Fence, LLC for Fence Repair and Replacement Services (Contract No ) Agreement Value: $253, Authorization to Advertise for Letters of Interest for Design Consultant Services for Project No. 253F (S.R. 408/S.R. 417 Final Interchange Improvements) 13. Authorization to Award Contract to Gibbs & Register, Inc. for Project No (S.R. 414 Misc. Drainage Improvements) Agreement Value: $118, Approval of Supplemental Agreement No. 7 with Jacobs Engineering Group, Inc. for Post-Design Services on Project No. 253D-D2 (S.R. 408 Widening from Chickasaw Tr. to Goldenrod Rd.) Agreement Value: $202, Approval of Insurance Proposal for FY 2012 for a shared/layer program, not to exceed $658, Approval of Construction Contract Modifications on the following Contracts: a) Contract No. 253D-D3 Lane Construction $134, b) Contract No. 253E-E1 Lane Construction $12, c) Contract No Ranger Construction $19, Approval to begin Bond Validation Process for upcoming bond issues that would finance the Wekiva Parkway Project Estimated Cost: $10,000 A motion was made by Ms. Wilder and seconded by Mr. Filburn to approve the Consent Agenda as presented. The motion carried unanimously with all five members present and voting AYE by voice vote. CHAIRMAN S REPORT Chairman Ketcham recognized in the audience former Senator Lee Constantine and FDOT Secretary Ananth Prasad. Secretary Prasad is here to express his support for a partnership between OOCEA and FDOT to make the Wekiva Parkway a reality.

4 OOCEA Board Meeting When the Legislature was in session, an amendment to the Transportation Bill was introduced that got the attention of the Board and staff. It made us understand that the Legislature really wants the Wekiva Parkway built. We took that to heart, as did FDOT. Secretary Prasad said that OOCEA and FDOT have reached a partnership agreement to layout the framework to deliver the Wekiva Parkway. We anticipate construction to begin no later than the fall of There are a lot of challenges. OOCEA is finalizing an investment grade traffic & revenue study. FDOT and OOCEA staffs will get together to look at where the funding gaps are. Mr. Prasad said that the Wekiva Parkway is a number one priority, along with I-4. The legislature wants this project to be built. Mr. Prasad said that he, along with the Department and the Turnpike, are committed to getting the Wekiva Parkway going. Mayor Jacobs congratulated Mr. Prasad on his appointment as FDOT Secretary. She is excited to have a partner who understands transportation. She is encouraged by the progress we are making on the Wekiva Parkway. She feels that the Wekiva Parkway can be built without further toll increases. She wants a real conversation and analysis of that. We now have a real funding partner with FDOT. Mayor Jacobs requested that her financial team be at the table throughout the process. She feels it is in the best interest of the project that we move forward together agreeing that the numbers and analysis are sound. She wants this project built without any further burden on our local tollpayers. Chairman Ketcham said he is hopeful we can build the project without further toll increases, but we have to honor our commitments. If it turns out that we have to increase tolls, we won t do it without a complete vetting. He welcomes the mayor s financial team in the discussions. He doesn t want anyone to think that because we have a partner we are backing down on our commitments. We will put a sharp pencil to everything we do. Mayor Jacobs said she has the utmost confidence in Chairman Ketcham and FDOT; however, she believes this Board needs to take the issue of our priorities into consideration and make sure that, if the Wekiva Parkway is important to this Board, the Legislature and the State, we shift our funding plans around if that is what it takes. Chairman Ketcham said the priority is to get the project built in a solid partnership. We will still look to the federal government for funding of the I-4 interchange. Mayor Jacobs said she has had discussions with several legislators regarding federal funds for this interchange. Mayor Jacobs referred to a letter she sent to the Chairman requesting Board discussion regarding the process and authority of staff to act on matters during the legislative session in the absence of official Board direction. Mr. Ketcham said the letter was not received until after the agenda deadline closed. We will discuss this next month.

5 OOCEA Board Meeting Chairman Ketcham also requested that a preliminary timetable for the Wekiva Parkway be presented at the next board meeting. Ms. Wilder thanked Secretary Prasad for his efforts in this partnership. She applauded the Legislature and local delegation for having the foresight to partner with us and recognize the importance of the Wekiva Parkway. Ms. Wilder asked if the Wekiva Parkway will be in the FDOT Work Program and if we can solidify a partnership without going to the Legislature. Mr. Prasad said the game plan between now and August is to sit down with the partners and see what each member can do. It may require some funding from the Department through the work program. The Department is going through the work program process now so it is an opportune time. His plan is to work with the Authority and Turnpike and lay out all the pieces of the puzzle and ultimately come up with a funding plan. He is confident we have all the right players and will come up with a solution that all concerns will be addressed. Ms. Wilder asked how the proposed legislative amendment had the Authority paying $50 million for 35 years. Mr. Prasad said they looked at preliminary numbers based on what the Expressway Authority was getting. The proposal was Senate driven. Mr. Prasad said that OOCEA has a great system. We don t want to put everything into the Wekiva Parkway and let the rest of the system suffer. There are going to be some tough decisions to be made. He is going to be personally engaged in this. He is confident that we can get dirt moving in Ms. Wilder asked Mr. Snyder what the surplus toll revenues are this year. Mr. Snyder said that it was about $47 million in the first year after the toll increase. Ms. Wilder is in agreement with the Mayor about looking at the opportunity to not increase tolls next year or going forward in the future. Mark Filburn thanked Mr. Prasad for his support and involvement in the Wekiva Parkway. It is a very important and exciting day for this community. Ms. Downs thanked Mr. Prasad for sending money to Central Florida. She also expressed her appreciation to former Senator Constantine, who was an architect in the formation of the original Wekiva Parkway legislation. Former Senator Constantine said it is a great day for Central Florida. He has been privileged to be a part of the Wekiva Parkway history beginning in 2003 with the Wekiva Parkway and Protection Act and the Wekiva River Basin Commission, a group of elected and appointed officials. He continues to be a member of the Wekiva River Basin Commission, having been appointed for a third term by Governor Scott. He will continue to facilitate the Wekiva Parkway legislation and the agreement that was forged, and work toward the building of the Wekiva Parkway.

6 OOCEA Board Meeting TREASURER S REPORT Mayor Jacobs reported that for April 2011 toll revenues were $22,179,466 which is 3.28% below projections and.18% below the prior year. The Authority s total revenues were $23.2 million for the month. Net OM&A expenses were $4.1 million for April and $35 million year-to-date. This is 3% below budget. After debt service the total net revenue was $7.1 million for the month and $74.9 million for the year. EXECUTIVE DIRECTOR S REPORT 1) Mike Snyder said the partnership with FDOT is critical to the building of the Wekiva Parkway. He is excited about the partnership under Secretary Prasad s leadership. 2) Mr. Snyder reported on the Florida Transportation Commission meeting last week, where the annual performance measures were presented. OOCEA met 15 of the 16 performance measures. We did not meet the goal on minority participation. Our goal is 15%. At the time of the reporting to the Transportation Commission we were at 9.7%, which was due to the lack of contracting opportunities. As of May 6, our minority participation has increased to 12.18%. He is confident we will achieve the 15% goal in the near future. UPDATE ON DRAFT FY 2012 OPERATIONS, MAINTENANCE AND ADMINISTRATION BUDGET Nita Crowder presented an update on the budget. This budget is still in draft form. She welcomed feedback from the Board. The final budget will be presented at the June board meeting. Ms. Crowder explained the changes in the budget since the last meeting. The overall change in budget was a decrease of $1,405,406: Decreases as result of recent bids received: o Decrease in roadway maintenance contract by $1,000,000 o Decrease in facility maintenance contract by $100,000 o Decrease in bridge, overpass and plaza insurance by $76,109 Decrease to salaries/benefits of $244,297 due to the recent legislative action to lower the employer contribution to FRS Increase of $15,000 for cost of transponders sold, due to recent increase in price OOCEA pays for transponders

7 OOCEA Board Meeting Ms. Crowder presented the new draft budget, which has increased by $700,449 or 1.3% over last year. PROPOSED BUDGET FY 2012 FY 2011 Change % Budget Budget Operations 35,890,207 33,993,937 1,896, % Maintenance 13,310,077 14,497,273 (1,187,196) -8.2% Administration 6,411,217 6,419,842 (8,625) -0.1% Total Budget 55,611,501 54,911, , % FDOT Participation (7,904,167) (8,151,064) 246, % Total OOCEA Costs 47,707,334 46,759, , % Capital Expenditures 632, ,250 (6,090) -1.0% OM&A Projects 734,000 1,710,000 (976,000) -57.1% Total Capital & Projects 1,366,160 2,348,250 (982,090) -41.8% Ms. Crowder presented a chart of the net OM&A expenses. Of note is the fact that the FY 2012 total OM&A budget is in line with the expenses from FY 2008 despite the fact that the FY 2012 budget includes the costs of maintaining an additional 5 miles of roadway and two new toll plazas as well as the maintenance for the ITS equipment, more than half of which has come on line in the last 3 years. Also of note is that FDOT participation over that time period has decreased by 10%. The FDOT participation represents the O&M reimbursements we receive under the LPA. This is due to the increased percentage of transactions collected electronically. The debt service ratio for FY 2012 is budgeted at One thing to note in calculating the coverage ratio is that the total expenses of $56,969,000 do not include the cost centers Construction Administration and Plans Production. Those cost centers will be allocated to the capital costs of the construction projects in progress at the end of the fiscal year. Ms. Crowder will provide full documents to the Board next month for approval of the budget. Ms. Crowder welcomed questions or comments from the Board. Ms. Wilder asked about the budgeted positions. Ms. Crowder said the budgeted positions reflect four positions which the Board previously approved. These four positions are anticipated to be cost saving. Ms. Wilder asked if there are any raises in this budget. Ms. Crowder replied there are no merit or COLA increases included in this budget. Chairman Ketcham asked Ms. Crowder to give an update on the bond sale. Ms. Crowder reported that the floating rate note transaction is on schedule and is anticipated to close

8 OOCEA Board Meeting on June 10. The medium term bonds have not been priced at this point. We had anticipated being able to price last week. Although the absolute interest rate was favorable at that time, the treasury market was very volatile. The termination payment would have kept us from achieving the results we indicated to the Board we had targeted. We are looking at it on a day-to-day basis. Chairman Ketcham asked if this is a negotiated sale. Ms. Crowder confirmed it is a negotiated sale. He asked her to explain the pros and cons of a negotiated sale for this transaction. Ms. Crowder said that volatility in the market seems to favor a negotiated sale. It gives us some flexibility in the structure and timing. We have fully vetted it and came to the conclusion that a negotiated sale is the appropriate method of sale for this transaction. Chairman Ketcham asked about the conditions in the market last week that would have prevented a competitive sale. Ms. Crowder said that when we looked at the market on Monday it looked like the parameters set by the Board could have been met. However, in looking at the market on Tuesday morning we saw the volatility and decided not to go forward with the sale. If we had taken bids on Tuesday we would have been in the position of having to reject those bids. (This item was presented for information only. No Board action was taken.) MASTER PLAN HIGHLIGHTS Executive Director Mike Snyder gave an overview of the Master Plan process. He began with some background on the Master Plan: A 25-year look ahead at the Authority s long range transportation plan Updated every 5 years. Consistent with Federal and State Mandates for MPO s Partnership with Metroplan Orlando Coordinated with local Governments, City, County, FDOT District 5, etc. Sets the framework for the Five-Year Work Plan The purpose of the Master Plan is to: Review Expressway Authority policies and direction Define Expressway needs Forecast future revenue/funding Provide a projects priority list Mr. Snyder then talked about the OOCEA 2030 Master Plan, which was approved in 2005.

9 OOCEA Board Meeting The Expressway Authority s goals for the 2030 Master Plan are as follows: Provide financial capacity to implement the Capital Improvement Plan Enhance toll collection operations Maintain a state-of-the-art system Participate in new roadway projects Explore new markets Mr. Snyder showed maps of the widenings, interchange projects, express plaza projects and expansion improvements that have been accomplished in the 2030 Master Plan. He stated that, as we move forward, we need to be cognizant of the needs of the region and where OOCEA can be a partner in solving the transportation needs in Central Florida. Mr. Snyder mentioned other accomplishments of the 2030 Master Plan: ~ ITS Projects: Completed: o Video Integration o Closed Circuit TV & Data Sensor Subsystems o Dynamic Message Sign Subsystem o Performance Monitoring System In Progress: o Sun Guide Deployment o Traffic Monitoring Stations ~ Signing & Pavement Marking Projects: Completed: o SR 417 Guide Sign Improvements o SR 528 Signing Replacement In Progress: o Systemwide Misc. Signing o SR 408/I-4 Ramp Signing Improvements ~ Landscaping Projects: Completed: o Curry Ford & Dean Road Mainlines o SR 417 & International Drive o SR 429 from CR 535 to Tiny Road In Progress: o SR 408 Landscape Improvements o SR 414 Landscape Improvements Mr. Snyder talked about safety on OOCEA facilities vs. FDOT statewide facilities. He presented a chart of the crash rate comparisons from 2005 to The number of accidents on OOCEA facilities is consistently lower than FDOT statewide facilities. Mr. Snyder presented a chart of the pre and post express toll plaza conversions. The chart shows that the number of crashes has been significantly reduced with the express toll plaza conversions, especially at the Conway Plaza.

10 OOCEA Board Meeting The SR 408 widening has resulted in significant time travel savings over the past 4 years. He showed a chart of the travel time savings on the SR 408 westbound between SR 417 to I-4 in the morning peak hours. Since 2006 travel time has been reduced up to 44% on that portion of SR 408. Goals and Accomplishments of the 2030 Master Plan: Finance the Capital Improvement Plan Toll Collection Enhancements o Express Toll Plazas o Toll System Upgrades State-of-the-Art System o Maintenance Rating Program > 91 o Increased Safety o ITS System New Roadway Projects o John Land Apopka Expressway o Wekiva Parkway PD&E New Markets o Fiber Optic Network Leasing o Airport Parking o Utility Corridor Concept Study The next step is to begin planning for the 2035 Master Plan. At the June board meeting we will present the 2035 Master Plan Process. In addition, we have scheduled a board workshop on July 29 to receive direction from the Board on the 2035 Master Plan. Mr. Snyder offered to answer questions from the board members. Ms. Wilder asked Mr. Snyder to give an update on the Wekiva Parkway PD&E process. Mr. Snyder said there are three things we have to complete in order to get the final documents to the Federal Highway Administration (FHWA) to receive the Finding of No Significant Impact (FONSI): 1) Memorandum of Agreement between OOCEA, FHWA and the State Historical Preservation Office (SHPO). We just received comments from FHWA on our documents. We have made the revisions and have sent to FDOT-District 5 to be sent to FHWA and then to SHPO for review and approval. 2) Interchange Modification Report (IMR) on the SR 417/SR 429 and I-4 Interchange have been approved by FDOT District Office and Central Office. We have received comments from FHWA, which were very minor and easy to address. We anticipate having the revised documents to FDOT and FHWA shortly. 3) Bridge Design Charettes with National Parks Service. We have conducted two charettes and are in the process of scheduling the third and final one. Because we do not impact the 4F components of the Wekiva River, we are trying to move ahead and get conditional approval from the National Parks Service, subject to final design.

11 OOCEA Board Meeting Mr. Snyder anticipates we will be able to submit the documents to FHWA this summer for their approval. Ms. Wilder asked if we need 60% plans to be completed before we begin right-of-way acquisition. Mr. Snyder said the federal process does not allow right-of-way process to begin until the NEPA document is signed by FHWA. Once that is done, we can start taking a look at design/build with right-of-way opportunities. He has been talking to FDOT Secretary Prasad about ways to acquire the right-of-way quickly in order to accelerate the project. Ms. Wilder asked when the Traffic and Revenue Study will be complete. Mr. Snyder said we will be meeting with the Turnpike tomorrow to take a look at the preliminary numbers. We want to make sure that both teams take a look at the assumptions and sensitivities in the study so that in the end we are all in agreement with the numbers. He anticipates that in the next few weeks we can wrap up the final. At that point, the financial teams can begin working on the finance plan. Ms. Wilder asked if the findings of the Traffic and Revenue Study will come to the Board. Mr. Snyder said the results will be presented to the Board. Ms. Wilder requested that the statistics of the growth areas be provided at the board workshop in July and that those statistics be correlated with the priority project listings. Mayor Jacobs said she has requested that Mike Snyder have the consultant who is conducting the Traffic and Revenue Study run an analysis without the automatic escalators. She wants the Board to have the most complete data available. She also wants to see the projections for the increase in toll revenue as a result of the 2009 toll increase carried out through 2025 and have it run with and without the escalators. Mayor Jacobs would like to see information about our policy on landscaping at the Master Plan Workshop in July. Chairman Ketcham asked Mike Snyder to report on the meeting of the Seminole County Expressway Authority that was held yesterday. Mr. Snyder said that an important question for SCEA is whether OOCEA would honor the commitments we made for the Wekiva Parkway if OOCEA is not the agency to build the project. Mr. Snyder did not get an opportunity to speak, nor did Secretary Downs representative. However, we were prepared to answer that we would absolutely honor the commitments we made to SCEA for the Wekiva Parkway. (This item was presented for information only. No Board action was taken.) OTHER BUSINESS There was no other business to come before the Authority.

12 OOCEA Board Meeting ADJOURNMENT Chairman Ketcham adjourned the meeting at approximately 10:45 a.m. Walter A. Ketcham, Jr., Chairman Orlando-Orange County Expressway Authority Darleen Mazzillo, Asst. Sec./Exec. Asst. Orlando-Orange County Expressway Authority