MINUTES
MassDOT BOARD MEETING OF FEBRUARY 27, 2013
At the call of the Chair, a Meeting of the Board of Directors of the
Massachusetts
Department
of
Transportation
was
held
at
the
State
Transportation Building, 10 Park Plaza, MassDOT Board Room, Suite 3830,
Boston, MA on Wednesday, February 27, 2013.
There were present:
Messrs. Jenkins, Alvaro, Davey, Bonfiglio,
Macdonald, Whittle and Miss Loux, being the Board of Directors of the
Massachusetts Department of Transportation.
Also present were the General Manager and Rail and Transit
Administrator Scott, Frank DePaola, Administrator of the Highway Division,
Rachel Kaprielian, Administrator of the RMV Division, Christopher Willenborg,
Administrator of the Aeronautics Division, Rachael Rollins, MassDOT and MBTA
General Counsel, Owen Kane, Senior Counsel to the Board, and Paula Fallon,
Recording Secretary.
The Chairman, Mr. Jenkins, presided.
Board of Directors
Chairman Jenkins called the Open Meeting to Order and presented the
order of business.
Chairman Jenkins opened up the meeting for public comment.
The first speaker was Louise Baxter from the T Riders Union. Ms. Baxter
spoke about the upcoming budget and that she doesn’t want the fare to go up.
The next speaker is Peter Morelle. Mr. Morelle spoke about a safety
incident that happened on the southbound platform on the Red Line at South
Station.
Chairman Jenkins closed public comment period.
Next Secretary Davey gave his report. The Secretary updated the Board
on the progress of spreading the word of the advantages for everyone of the
Transportation Plan. He noted from these meetings and past meetings what they
are hearing is what our customers are telling us is they recognize and
understand the connection between transportation and our economy. And that a
reliable, sound transportation system has a direct impact on a healthy, vibrant
economy that has room to grow and expand. For Employee recognition he
recognized Carl Lafreniere, a Highway Maintenance Foreman for the assistance
he provided to a family involved in an automobile accident. He ended thanking
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MassDOT and MBTA employees for their exceptional efforts during the storm.
(Full Report Attached)
Chairman Jenkins also thanked everyone for their work during the storm.
Next Frank DePaola, Administrator of Mass Highway gave his report. He
updated the Board on the snow fall amounts for this season and the budget so
far. We have spent a little over $70 million and we probably have about $3 million
left. He stated that if there are more storms we will have to go for a supplemental
budget.
Next Rachael Kaprielian, Registrar of the Registry of Motor Vehicles gave
her report. She started with an update on the ALARS project noting that the
contract negotiations are almost completed. It should be ready for signature this
week. We have a new system well on the way. Next she went over the
dashboard and wait times for the month of January. Director Alvaro asked where
we are on school buses compared to last year. The Registrar stated we are
behind schedule but we are close to being on target. They are not finding large
safety fails.
Next Chris Willenborg, Administrator of Mass Aeronautics gave his report.
He began talking about the FAA closures if sequestration happens on March 1 st.
The closures will have a negative impact on the overall airport system. Airports
will lose landing fees, fuel sales causing potential layoffs. They are working with
the airport managers for a contingency plans noting safety is a priority. Lastly, the
statewide pavement evaluation project is on time and on budget.
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Next Dr. Beverly Scott updated the Board on the Rail Division, Transit
Division, MBTA Fiscal Responsibility, Safety, Customer Service, Employees and
Innovation.
Dr. Scott recognized Mary Young and Cynthia Ellis for being
honored at the 100th Anniversary of Rosa Park’s birthday celebration at the State
House
for
their
dedication
and
commitment
to
their
work
and
community.(attached)
The next item on the agenda presented by Tom Donald was the
authorization to enter into a contract with White-Skanska-Consigli, J. V., for the
project entitled “Longfellow Bridge” in the amount of $255,489,000. This is for the
rehabilitation and restoration of the existing bridge. The work will address current
structural deficiencies, upgrading its structural capacity, and bringing the bridge
into compliance with current codes. It will have a new open spandrel steel deck
arch type pedestrian bridge linking the Charles Circle, Longfellow Bridge, and the
Charles River Esplanade. Director Alvaro asked about the DBE entities. Mr.
Donald stated that the DBE’s have to provide 7% of design and 7% of the
construction. Director Alvaro asked why the percents for this project are different
for the Whittier Bridge when they seem similar bridge projects. Mr. DePaola said
that there are limited DBE firms for the Longfellow to be contracted out than for
the Whittier Bridge. Chairman Jenkins noted that the two companies have the
same 12 firms. He asked if the DBE lists that small that they have the same
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amount of firms. Secretary Davey stated that there only a number of firms and
added that if we get the Wayforward then we can graduate some of the DBE’s
and bring in more businesses.
On motion duly made and seconded, it was unanimously;
VOTED: That the Secretary/CEO and/or Administrator tor the Highway
Division, be and hereby is, authorized to execute in the name and on behalf
of the Department, and in a form approved by General Counsel, a certain
Highway Division Contract No. 72699 entitled, "Boston-Cambridge Bridge
Rehabilitation with White-Skanska-Consigli. J.V ., in the amount of
$255,489,000 based upon a schedule of unit prices, said contractor being
the lowest responsible and eligible bidder in response to requests for
sealed proposals.
The next item on the agenda presented by Tom Donald was the
authorization to enter into a contract with Walsh-McCourt, J. V. for the project
entitled “Whittier Bridge” in the amount of $292,155,280. This is for the design
and construction of the existing bridge otherwise known as the “John Greenleaf
Whittier Memorial Bridge” with a pair of Network Arch bridges to remedy the
structural deficiencies and functional obsolescence of the existing bridge. This
bridge spans the Merrimack River and connects the City of Newburyport to the
south and the City of Amesbury. Director Alvaro asked about the committee
evaluations and the RFP response, he asked if there is subjectivity to these
responses. The Board discussed the evaluation process and how they came up
with the number.
On motion duly made and seconded with Director Alvaro opposed;
it was;
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VOTED: That the Secretary/CEO and/or Administrator tor the
Highway Division, be and hereby is, authorized to execute in the name and
on behalf of the Department, and in a form approved by General Counsel, a
certain
Highway
Division
Contract
No.
73274
entitled,
Amesbury/Newburyport/Salisbury- BRIDGE REPLACEMENT (A-07-016=N-IIOI7) WHITTIER BRIDGE/INTERSTATE 95 IMPROVEMENT PROJECT OVER
THE MERRIMACK RIVER (ABP)" with Walsh-McCourt, J.V., in the amount of
$292,155,280 based upon a schedule of unit prices, said contractor being
the lowest responsible and eligible bidder in response to requests for
sealed proposals.
The next item on the agenda presented by Beth Pellegrini is the request of
the Board to authorize the Chief Financial Officer to execute and deliver any and
all documents, certificates, extensions of expiring liquidity facilities and other
instruments necessary or desirable to effectuate the transactions contemplated
by the vote. The annual estimated liquidity facilities cost is $3,900,887.
On motion duly made and seconded, it was unanimously;
VOTED:
RESOLUTION
WHEREAS, the Massachusetts Department of Transportation (the
“Department”) issued its $100,000,000 Metropolitan Highway System
Revenue Bonds (Senior),Variable Rate Demand Obligations, 2010 Series A1 (the “Senior Series A-1 Bonds”), $107,665,000 Metropolitan Highway
System Revenue Bonds (Senior),Variable Rate Demand Obligations, 2010
Series A-2 (the “Senior Series A-2 Bonds”), $43,625,000 Metropolitan
Highway System Revenue Bonds (Subordinated), Commonwealth Contract
Assistance Secured, Variable Rate Demand Obligations, 2010 Series A-1
(the “Subordinated Series A-1 Bonds”), $83,100,000 Metropolitan Highway
System Revenue Bonds (Subordinated), Commonwealth Contract
Assistance Secured, Variable Rate Demand Obligations, 2010 Series A-2
(the “Subordinated Series A-2 Bonds”), $92,845,000 Metropolitan Highway
System Revenue Bonds (Subordinated), Commonwealth Contract
Assistance Secured Variable Rate Demand Obligations, 2010 Series A-4
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(the “Series A-4 Bonds”); and $92,845,000 Metropolitan Highway System
Revenue Bonds (Subordinated), Commonwealth Contract Assistance
Secured, Variable Rate Demand Obligations, 2010 Series A-5 (the “Series
A-5 Bonds”)on April 10, 2010 in the case of the Subordinated Series A-1
Bonds, Subordinated Series A-2 Bonds, Series A-4 Bonds and Series A-5
Bonds, and on May 27, 2010, in the case of the Senior Series A-1 Bonds
and Senior Series A-2 Bonds, for the purpose of refinancing bonds
previously issued by the Massachusetts Turnpike Authority, predecessor
to the Department;
WHEREAS, the payment of principal of and interest on the Senior
Series A-1 Bonds is secured by a letter of credit (the “Senior Series A-1
Letter of Credit”) issued by Citibank, N. A. (“Citibank”);
WHEREAS, the payment of principal of and interest on the Senior
Series A-2 Bonds is secured by a letter of credit (the “Senior Series A-2
Letter of Credit”) issued by Wells Fargo Bank, National Association (“Wells
Fargo”);
WHEREAS, the payment of principal of and interest on the
Subordinated Series A-1 Bonds is secured by a standby bond purchase
agreement (the “Subordinated Series A-1 SBPA”) issued by TD Bank (“TD
Bank”);
WHEREAS, the payment of principal of and interest on the
Subordinated Series A-2 Bonds is secured by a standby bond purchase
agreement (the “Subordinated Series A-2 SBPA”) issued by JP Morgan
Chase Bank, N.A., (“JP Morgan”);
WHEREAS, the payment or principal of and interest on the Series A-4
Bonds is secured by a standby bond purchase agreement (the “Series A-4
SBPA”) issued by Barclays Bank PLC (“Barclays”); and
WHEREAS, the payment of principal of and interest on the Series A-5
Bonds is secured by a standby bond purchase agreement (the “Series A-5
SBPA”) issued by Barclays;
NOW, THEREFORE, BE IT RESOLVED by the members of the Board
of the Department, pursuant to the Act, as follows:
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Section 1.
The Department hereby approves the extension of the
Senior Series A-1 Letter of Credit, Subordinated Series A-1 SBPA,
Subordinated Series A-2 SBPA, Series A-4 SBPA and Series A-5 SBPA on
such terms and conditions as the Chairman, the Secretary and Chief
Executive Officer or the Chief Financial Officer of the Department (each, an
“Authorized Officer”), acting singly, shall determine to be appropriate, and
the Department hereby authorizes the execution and delivery by any
Authorized Officer, acting singly, of any and all documents as such
Authorized Officer shall determine to be appropriate in connection with
such extension, including, without limitation, (i) any amendments to (v) the
Reimbursement Agreement between the Department and Citibank relating
to the Senior Series A-1 Letter of Credit, (w) the Subordinated Series A-1
SBPA, (x) the Subordinated Series A-2, SBPA, (y) the Series A-4 SBPA and
(z) the Series A-5 SBPA, (ii) any amendments to the Fee Letter Agreements
between the Department and the related banks for the facilities being
extended and (iii) any other agreement or instrument guaranteeing,
securing or otherwise relating to the documents described in clauses (i)
and (ii) as any such Authorized Officer shall determine to be appropriate,
and the execution thereof by such Authorized Officer or Officers shall be
conclusive as to such determination.
Section 2.
In lieu of an extension or substitution of the Senior
Series A-2 Letter of Credit, the Department hereby approves a direct
purchase of the Senior Series A-2 Bonds by Wells Fargo, which purchase
shall be on such terms and conditions as are set forth in the Department’s
Bank Liquidity Request For Responses dated December 12, 2012 and the
response submitted to the Department by Wells Fargo dated January 14,
2013, and such other terms and conditions as any Authorized Officer,
acting singly, shall determine to be appropriate and further the Department
authorizes the execution and delivery by any Authorized Officer, acting
singly, of a supplement to the Metropolitan Highway System Trust
Agreement dated as of September 1, 1997, as amended, and the Eighth
Supplemental Metropolitan Highway System Trust Agreement, dated as of
May 1, 2010, and an Index Rate Agreement between the Department and
Wells Fargo, which supplement and agreement shall contain such
provisions and amendments as are necessary to effectuate said direct
purchase and as are determined by any such Authorized Officer to be
appropriate, and the execution thereof by such Authorized Officer or
Officers shall be conclusive as to such determination; provided that the
interest rate payable on the Senior Series A-2 Bonds, while held in the
initial direct purchase period, shall not exceed 68% of one month LIBOR
plus 0.75% and provided further that the initial direct purchase period shall
not expire earlier than May 27, 2018.
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Section 3.
The Department hereby approves the substitution of a
standby bond purchase agreement to be provided by BNY Mellon (the
“Substitute Liquidity Facility”) for the Subordinated Series A-1 SBPA, and
the Department hereby authorizes the execution and delivery by any
Authorized Officer, acting singly, of (i) the Substitute Liquidity Facility in
such form and otherwise containing such terms and conditions as any
Authorized Officer, acting singly, shall determine to be appropriate, the
execution of the Substitute Liquidity Facility by such Authorized Officer to
be conclusive evidence that the form and terms of the Substitute Liquidity
Facility were deemed appropriate, and (ii) any other documents, certificates
and other instruments which may be advisable, convenient or necessary to
effect the substitution of the Substitute Liquidity Facility for the
Subordinated Series A-1 SBPA, including without limitation any fee letter
agreement, offering memorandum or remarketing circular.
Section 4.
The Department hereby approves the substitution of a
standby bond purchase agreement to be provided by Bank of Tokyo (the
“Substitute Liquidity Facility”) for the Subordinated Series A-2 SBPA, and
the Department hereby authorizes the execution and delivery by any
Authorized Officer, acting singly, of (i) the Substitute Liquidity Facility in
such form and otherwise containing such terms and conditions as any
Authorized Officer, acting singly, shall determine to be appropriate, the
execution of the Substitute Liquidity Facility by such Authorized Officer to
be conclusive evidence that the form and terms of the Substitute Liquidity
Facility were deemed appropriate, and (ii) any other documents, certificates
and other instruments which may be advisable, convenient or necessary to
effect the substitution of the Substitute Liquidity Facility for the
Subordinated Series A-2 SBPA, including without limitation any fee letter
agreement, offering memorandum or remarketing circular.
Section 5.
In lieu of an extension or substitution of the Series A-4
SBPA and the Series A-5 SBPA, the Department hereby approves a direct
purchase of the Series A-4 Bonds and Series A-5 Bonds by Bank of
America, which purchase shall be on such terms and conditions as are set
forth in the Department’s Bank Liquidity Request For Responses dated
December 12, 2012 and the response submitted to the Department by Bank
of America dated January 14, 2013, and such other terms and conditions as
any Authorized Officer, acting singly, shall determine to be appropriate and
further the Department authorizes the execution and delivery by any
Authorized Officer, acting singly, of a supplement to the Metropolitan
Highway System Trust Agreement dated as of September 1, 1997, as
amended, and the Seventh Supplemental Metropolitan Highway System
Trust Agreement, dated as of March 1, 2010, and an Index Rate Agreement
between the Department and Bank of America, which supplement and
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agreement shall contain such provisions and amendments as are
necessary to effectuate said direct purchase and as are determined by any
such Authorized Officer to be appropriate, and the execution thereof by
such Authorized Officer or Officers shall be conclusive as to such
determination; provided that the interest rate payable on the Series A-4
Bonds and Series A-5 Bonds, while held in the initial direct purchase
period, shall not exceed 68% of one month LIBOR plus 0.70%, in the case
of the Series A-4 Bonds, and 0.80%, in the case of the Series A-5 Bonds,
and provided further that the initial direct purchase period shall not expire
earlier than April 12, 2019, in the case of the Series A-4 Bonds, and April 12,
2020, in the case of the Series A-5 Bonds.
Section 6.
Each Authorized Officer, acting singly, is hereby further
authorized and directed to do all acts and things, and to execute and
deliver any and all documents, certificates and other instruments
necessary or desirable to effectuate the transactions contemplated by this
vote.
Section 7.
This resolution shall take effect immediately.
The next item on the agenda presented by Joe Connolly is the
authorization to request approval and signature from the Board of Directors of the
Statement of Facts concerning the estimated assessments for the 175 cities and
towns for the Fiscal Year 2014.
On motion duly made and seconded, it was unanimously;
VOTED: That, whereas, in accordance with the requirements of
Section 7A of Chapter 161A of the General Laws, as Massachusetts Bay
Transportation Authority has determined the total vote on the MBT A
Advisory Board of each and town included in the Authority, the Chairman
be, and he hereby is, authorized and directed to deliver notice in writing of
such determination, in the following form, to the MBT A Advisory Board,
this Board having determined that the Statement of Fact contained therein
is correct.
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The next item on the agenda also presented by Joe Connolly was the
authorization to request approval to submit certification to the MBTA Advisory
Board of voting strengths of the 175 cities and towns. These voting strengths are
calculated based upon the revised local assessments to member communities
calculated in compliance with Section 9 of Chapter 161A of the Authority’s
enabling legislation.
On motion duly made and seconded, it was unanimously;
VOTED: WHEREAS, this Board, in compliance with the provisions of
Section 9 of Chapter 161A of the General Laws, has by vote dated February
27, 2013 certified the amount of the Estimated Assessments for Fiscal Year
2014 and authorized said certified amount to be forwarded to the State
Treasurer.
WHEREAS, said Section 9 requires that this Board certify and
forward a Statement of Facts to accompany said certified amount.
NOW, THEREFORE, this Board hereby certifies that the attached
Statement of Facts is correct and further authorizes said Statement to be
forwarded to the State Treasurer in accordance with the provisions of
Section 9 of Chapter 161A of the General Laws.
Secretary Davey stepped out of the room for the next item.
The next item on the agenda presented by Brad Kesler is the authorization
to approve an extension of the Commuter Rail contract. The Board first voted to
remove this item from the table.
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On motion duly made and seconded, it was unanimously;
VOTED: To remove the extension of the commuter rail contract from
the table.
Mr. Kesler requested the Board to authorize the General Manager and
Rail and Transit Administrator to finalize and execute a Second Amendment to
the Amended and Restated Commuter Rail Operating Agreement between the
MBTA and the MBCR to implement a twelve month extension.
On motion duly made and seconded, it was unanimously;
VOTED: That the Board of Directors authorizes the General Manager
and Rail & Transit Administrator to: (i) finalize and execute a Second
Amendment to the Amended and Restated Commuter Rail Operating
Agreement, in a form approved by the General Counsel to extend the term
of the agreement for twelve (12) months, and (ii) to execute all other
documents and undertake all other actions necessary or desirable for the
implementation of the Second Amendment to Amended and Restated
Commuter Rail Operating Agreement.
Chairman Jenkins announced that we will go into Executive session to
discuss litigation strategy and we will not return to open session.
On motion duly made and seconded, it was unanimously;
VOTED: to adjourn.
Documents relied on in meeting:
Secretary Davey’s Report
Staff Summaries for Items 6-11
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