The meeting was called to order at 8:32 A.M. by Chairman David A. Darlington.

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A meeting of the Rhode Island Turnpike and Bridge Authority was held on Wednesday, June 9, 2010 at 8:30 A.M. and the Jamestown Philomenian Library, 26 North Road in Jamestown. The meeting was called to order at 8:32 A.M. by Chairman David A. Darlington. Members Present: David A. Darlington, Chairman Richard P. Eannarino, Vice Chairman Arthur H. Fletcher Michael P. Lewis, Director DOT Members Absent: Stephen C. Waluk Invited Guests: Buddy Croft, Executive Director Christine H. Callahan, CFO/Controller Marianne Hillier, Director of Operations Peter M. Janaros, Director of Engineering Robert Moorehead, Chief of Maintenance JoAnn Head, Executive Assistant Bernard A. Jackvony, Legal Counsel Item No. 2 There were no public comments. Item No. 3 Motion by Michael P. Lewis, seconded by Arthur H. Fletcher, passed unanimously to approve the minutes of the May 5, 2010 meeting. Michael P. Lewis, DOT Director noted William Chuck Alves for his years of service to the RITBA as well as the DOT. Item No. 4 Motion by Michael P. Lewis, seconded by Arthur H. Fletcher, passed unanimously to approve: Adler Pollock & Sheehan Professional Services for the Month of April 2010 $ 2,950.13 Item No. 5 Motion by Richard P. Eannarino, seconded by Michael P. Lewis, passed unanimously to approve: Pannone, Lopes & Devereaux Professional Services for the Months April of May 2010 $12,465.82

Page 2 Item No. 6 Omitted Item No. 7 Motion by Michael P. Lewis, seconded by Richard P. Eannarino, passed unanimously to ratify: Parsons Transportation Group Mt. Hope Bridge Construction Support Services Contract 08-1 Invoice 10021141 $ 11,137.29 Invoice 10031614 3,198.50 Construction Support Services Contract 05-6 Invoice 10031613 3,292.25 Invoice 10021138 9,518.24 On-Call Maintenance Design Contract 09-7 Invoice 4 3,067.47 Invoice 3 20,085.98 Construction Support Services Contract 05-11 Invoice 10021140 13,945.10 Total $ 64,244.83 Item No. 8 Stephen W. Geremia, CPA of Lefkowitz, Garfinkel, Champi & DeRienzo P.C., gave a brief presentation to the Board on their correspondence dated June 9, 2010 regarding the RITBA 2010 Audit. David A. Darlington asked the Board to call Mr. Geremia directly with any financial questions on the 2010 audit. Bernard A. Jackvony, RITBA Legal Counsel questioned paragraph 3 in the correspondence which stated We will communicate to you in writing any fraud involving senior management and other fraud that causes a material misstatement of the financial statements; illegal acts, instance of noncompliance, or abuse that come to our attention (unless they are clearly inconsequential; and disagreements with management and other serious difficulties encountered in performing the audit). Arthur H. Fletcher asked if corrections based on prior recommendations had been implemented. David A. Darlington requested that last year s recommendations be addressed first and not after the audit is completed. Item No. 9 Motion by Michael P. Lewis, seconded by Arthur H. Fletcher, passed unanimously to approve the RITBA Budget for Fiscal Year 2011. David A. Darlington reported that the budget estimates were with input from Jacobs and Kellogg Associates. Richard P. Eannarino asked what if we don t meet our projections. David A. Darlington stated we would take from the Operation Fund first and not the Replacement & Repair. Richard P. Eannarino asked that the debt service not increase in the future.

Page 3 David A. Darlington said the debt service expense is going to get higher rather than lower before we see a rate increase in 2013. Michael P. Lewis questioned the on call electrical services line item and if it would be cost effective doing it in house. He also suggested we start public communication as soon as possible regarding the upcoming rate increase. David A. Darlington said we will look at how to keep communication going. Item No. 10 Motion by Michael P. Lewis, seconded by Arthur H. Fletcher, moved to table Contract 10-10A Salvage Services and was passed unanimously. David A. Darlington questioned if the salvage company could do whatever they want with these salvages and was concerned they do not find there way into the market for profit. Christine Callahan reported that the Salvage Services had to be rebid because there was no response to the first bid. The contractor who rebid will not do anything but arrange to have melted down and assured that none would find its way into the market place. Item No. 11 Motion by Arthur H. Fletcher, seconded by Richard P. Eannarino, passed unanimously to approve the award of Contract 10-8, RITBA Retirement Plan Advisory Services to Meridien Financial Group. Christine Callahan reported on the selection process with Buddy Croft. Item No. 12 Motion by Arthur H. Fletcher, seconded by Michael P. Lewis, passed unanimously to approve the City of Newport s request for Independence Day Fireworks Display in the amount of $5,000. David A. Darlington explained this is a community involvement we do with Newport and Jamestown. Richard P. Eannarino expressed that he would rather see this money go towards fire equipment. David A. Darlington reported that the Authority is very careful at any new requests coming in. Item No. 13 This Item was moved till after Item 20. Item No. 14 Motion by Arthur H. Fletcher, seconded by Michael P. Lewis, passed unanimously to approve the award Keville Enterprises Inc s, Proposal to provide Construction Inspection Services in support of Contract 09-1A in an amount not-to-exceed $688,000.00. Peter M. Janaros, P. E. reported to the Board on their Proposal dated June 3, 2010. Item No. 15 Chairman s Report - David A. Darlington Reported information in prior agenda items

Page 4 Item No. 16 Executive Director s Report Buddy Croft 5/6 Interoperability Conference call 5/7 Newport Chamber Business Awards 5/7 Beacon Safety Class Summer /138 5/7 Meet with Rep. Peter Martin 5/10 Unpaid Toll Meeting 5/10 Meeting with Auditors 5/10 Retirement / 401 Bid due 5/11 Meeting at DOT with Quasi s 5/11 Meeting with Kapsch 5/11 Meeting with Wilbur Smith 5/11 Meeting @ DOT 5/12 Tourism Meeting @ Crown Plaza 5/12 Dave Kellogg 5/13 401K Interviews 5/14 Jim Swanberg 5/15 Last day Tokens @ 2:00 PM 5/17 Meeting with 138 Personnel 5/17 Senator Whitehouse / Middletown Meeting 5/18 Senior Staff 5/19 EDC Meeting 5/20 Transportation Award E-ZPass @ Radisson 5/20 IBTTA Boston 5/21 IBTTA Boston 5/22 IBTTA Boston 5/24 IBTTA Boston 5/24 RDW 5/25 IBTTA Boston 5/27 Senior Staff 5/27 Beacon Safety EXPO @ Crown Plaza 5/28 Unpaid Toll Meeting 6/1 Unpaid Toll Meeting 6/1 House Judiciary Hearing /Unpaid Toll 6/8 Senior Staff 6/8 House Judiciary Hearing Re: Unpaid Tolls 6/8 Phil Kydd @ DOT Re: Board Meeting Item No. 17 Finance Report Christine Callahan Included in Item 9 Item No. 18 Engineer s Report Peter M. Janaros, P.E. Newport/Pell Bridge Ten Year Plan Implementation: Working with Jim Swanberg on Security Implementation Items 09-1 Steel Repairs / Painting Original Bids opened Feb. 22, 2010 Per direction of Board Re-Bid April 20, 2010 #09-1A Awarded May 17, 2010 July work on bridge (photo s shown) 10-1 CIS On-Call Inspection Services Award; Contract agreement with Keville and Proposal accepted 08-4 Deck Repairs / Seal Replacements: On going Bridge Roughness Micro Grinding Coordination with RIDOT to profile bridge deck & evaluate benefits v. costs Cost benefit analysis with RIDOT pending Inspection: FCM Inspection in Spring by PB Complete this week ELUR Pending agreement w/town of Jamestown on wording ready to close out with DEM Meeting with Town pending First Responder Training completed in November w/ Newport Fire Department Ongoing with Jim Swanberg to schedule Ramp Project: Awaiting Newport s endorsement RFP selection Newport engineer of record and inspections selection this summer need evaluation committee June 17, 2010 LOI s due Studies status Median Barrier; complete, ready for design West approach pavement, ready for design Deck evaluation; on going Administration Bldg. A/E services awaiting interviews / selection

Page 5 Weigh In Motion (WIM) by State Police for overweight vehicles today Mt. Hope Bridge Ten Year Plan implementation: Working with Jim Swanberg on Security Implementations Items 08-1 Tower Pier Rehab: Project Closeout Springtime: Claim by Contractor pending but undocumented so far 09-7 Design of Mt. Hope On-Call Maint. Contract: Currently under design review by RITBA; Bid in July/August Pending Design Proposal from Parsons on Design of North approach Steel Repairs & Painting Board review / approval in July/August Pending Inspection Proposal from Modjeski & Masters for FCM / In-Depth Inspection this Summer/Fall USCG moving USS Forrestal next week Item No. 19 Operation s Report New signage regarding patrons staying in their vehicles FEMA courses and exams for Operation employees Item No. 20 Motions by Richard P. Eannarino, seconded by Michael P. Lewis, passed unanimously to go into Executive Session Pursuant to RI General Laws 42-46-5 (a) (1) Personnel Matters, Pursuant to RI General Laws 42-46-5(a) (2) Potential Litigation, and Litigation, Pursuant to RI General Laws 42-46-5(a) (3) Security Matters at 9:51 A.M. Motion by Arthur H. Fletcher, seconded by Michael P. Lewis, passed unanimously to come out of Executive Session at 11:15 A.M. and seal the minutes. Motion by Richard P. Eannarino, seconded by Arthur H. Fletcher, passed unanimously to adjourn the meeting at 11:17A.M. Buddy Croft Secretary