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«The meetings of the New York State Thruway Authority and Canal Corporation Boards opened in joint session for the consideration of various matters. ...»

MINUTES

NEW YORK STATE THRUWAY AUTHORITY

BOARD MEETING NO. 696

January 24, 2013

Minutes of a meeting of the New York State Thruway Authority, held at the MTA

Headquarters, 347 Madison Avenue 7th Floor, New York, New York; the New York State

Thruway Authority’s Buffalo Division Office, 455 Cayuga Road, Suite 800, Cheektowaga,

NY; and the New York State Thruway Authority Boardroom, R. Burdell Bixby Administrative Building, 200 Southern Boulevard, Albany, New York.

The meetings of the New York State Thruway Authority and Canal Corporation Boards opened in joint session for the consideration of various matters. These minutes reflect only those items considered by the New York State Thruway Authority Board. The meeting began at 2:00 p.m.

There were present:

Chairman Howard P. Milstein Donna J. Luh, Vice Chairperson, via video conference J. Donald Rice, Jr., Board Member Brandon R. Sall, Board Member NYS THRUWAY AUTHORITY Page 1 BOARD MEETING NO. 696 JANUARY 24, 2013 Richard N. Simberg, Board Member, via video conference Jose-Holguin-Veras, Ph.D., Board Member, via video conference E. Virgil Conway, Board Member Constituting all of the members of the Thruway Authority Board.

In addition, there were present the following staff personnel:

Thomas J. Madison, Jr., Executive Director Thomas J. Ryan, Chief of Staff John Bryan, Chief Financial Officer and Treasurer William Estes, General Counsel Ted Nadratowski, Interim Tappan Zee Project Director Jill B. Warner, Board Administrator and Secretary Jonathan Ehrlich, Special Assistant to the Chairman Karen Wilson, Information Technology Specialist III Captain Mallard, Troop T Kathleen Lefave, Special Assistant to Thomas J. Ryan, via video conference Harry Lennon, Acting Director of Audit & Management Services, via video conference Michael Shamma, Acting Chief Engineer Brian Stratton, Director, Canal Corporation Daniel Weiller, Director, Office of Public Affairs Todd Gold, Inter-Governmental Relations, via video conference Donald Bell, Director, Maintenance and Operations John Barr, Director, Administrative Services Shane Mahar, Deputy Director, Media Relations & Communications, via video conference William Sweitzer, Deputy Director for Operations, Media Relations & Communications, via video conference

Also in attendance:

Ervel Douse, Expedite Video Conferencing Services Jeffrey Parker, Senior Managing Director, Ernst & Young LLP Murray Bodin, public NYS THRUWAY AUTHORITY Page 2 BOARD MEETING NO. 696 JANUARY 24, 2013 Joshua Herrenkohl, Partner/Principal, Ernst & Young LLP Matthew Hobby, Senior Vice President, Ernst & Young Infrastructure Advisors, LLC Karen Rae, Deputy Transportation Secretary James Screen, public Chairman Milstein noted that he, Ms. Luh, Mr. Conway, Mr. Rice, Mr. Simberg, Mr. Sall and Dr. Veras had received and reviewed the Agenda submitted for consideration at this meeting and were prepared to act on each of the Items.

Chairman Milstein called the meeting of the Thruway Authority and Canal Corporation Boards to order. (45:53) Ms. Warner recorded the minutes as contained herein (public notice of the meeting had been given).

Item 1 by Ms. Warner (Appendix A) Approval of Minutes of Meeting No. 695 (46:02) On the motion of Ms. Luh, seconded by Mr. Conway, without any objections, the Board approved the minutes of Meeting No. 695 held on December 17, 2012, which were made available to the Board Members as part of the Agenda.

Item 2 by Mr. Madison(Appendix B) Approved Report on Procurement Contracts and Other Agreements Up to $150,000 Executed by the Executive Director During the Period April 1, 2012 Through December 31, 2012 (46:25) On the motion of Ms. Luh, seconded by Mr. Conway, without any objections, the Board accepted the report on Procurement Contracts and other Agreements up to $150,000 executed by the Executive Director during the period April 1, 2012 through December 31, 2012.

–  –  –

This Item was advanced to the Board at the recommendation of the Finance Committee.

On the motion of Ms. Luh, seconded by Mr. Conway, without any objections, the Board accepted the Financial Report for November 2012.

Item 4 by Mr. Bryan (Appendix D) Investment Transactions – Fourth Quarter 2012 (46:02) This Item was advanced to the Board at the recommendation of the Finance Committee.

On the motion of Ms. Luh, seconded by Mr. Conway, without any objections, the Board accepted the report on Investment Transactions for the Fourth Quarter 2012.

Item 5 by Mr. Bell (Appendix E) Authorizing the Executive Director to Develop a Detailed Implementation Plan to Convert the Yonkers, Harriman and Tappan Zee Toll Barriers to All Electronic Tolling Facilities (46:20) This Item was advanced to the Board at the recommendation of the Finance Committee.

On the motion of Mr. Conway seconded by Mr. Sall, without any objections, the

Board unanimously adopted the following resolution:

–  –  –

Item 6 by Mr. Bryan and Mr. Estes (Appendix F) Review and Approval of Short-Term Financing for Initial Mobilization and Construction Costs Related to the New NY Bridge Project (46:02) This Item was advanced to the Board at the recommendation of the Finance Committee.

On the motion of Ms. Luh, seconded by Mr. Conway, without any objections, the

Board unanimously adopted the following resolution:

–  –  –

Item 7 by John Bryan (Appendix G ) Confirming Real Property Reference Nos. TN13-1 and N13-2 as Not Necessary for the Authority’s Corporate Purposes; and Authorizing Their Confirmatory Re-conveyance to Westport Management, LLC (46:42) Extensive discussion of this re-conveyance was undertaken by members of the Board. The details of the presentation by Mr. Bryan and Board Members’ comments and NYS THRUWAY AUTHORITY Page 9 BOARD MEETING NO. 696 JANUARY 24, 2013 questions with respect thereto are included in the video recording of the meeting maintained in Authority records.

On the motion of Mr. Conway, seconded by Mr. Sall, without any objections, the

Board unanimously adopted the following resolution:

–  –  –

Item 8 by Chairman Milstein (Appendix H) Recognizing and Honoring Thomas J. Ryan (49:22) The details of the presentation by Chairman Milstein are included in the video recording of the meeting maintained in Authority records.

On the motion of Ms. Luh, seconded by Mr. Conway, without any objections, the

Board unanimously adopted the following resolution:

–  –  –

ADJOURNMENT

There being no further business to come before the Board, without any objections, on the motion of Chairman Milstein, with no objections, the meeting was adjourned. (58:12) Jill B. Warner Secretary

Note: Webcasts, which include dialogue of Authority/Corporation Board Meetings, are available on the Thruway Authority website 48 hours after such meetings occur and remain on the website for a period of four months.

NYS THRUWAY AUTHORITY Page 14 BOARD MEETING NO. 696 JANUARY 24, 2013



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