MINUTES
MassDOT BOARD MEETING OFFEBRUARY 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.
Chairman Jenkins called the Open Meeting to Orderand 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 Foremanfor the assistance he provided to a family involved in an automobile accident. He ended thanking 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 schedulebut we are close to being on target. They are not finding large safety fails.
Next Chris Willenborg, Administrator of Mass Aeronauticsgave his report. He began talking about the FAA closures if sequestration happens on March 1st. 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.
Next Dr. Beverly Scott updated the Board onthe 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 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;
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-II-OI7) 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 A-1 (the “Senior SeriesA-1 Bonds”), $107,665,000 Metropolitan Highway System Revenue Bonds (Senior),Variable Rate Demand Obligations, 2010 Series A-2 (the “Senior SeriesA-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 SeriesA-1 Bonds”), $83,100,000 Metropolitan Highway System Revenue Bonds (Subordinated), Commonwealth Contract Assistance Secured, Variable Rate Demand Obligations, 2010 SeriesA-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 SeriesA-4 (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 SeriesA-4 Bonds is secured by a standby bond purchase agreement (the “SeriesA-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:
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.
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 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.