MBTA Logo, Charles D. Baker, Governor,(cid:10)Karyn E. Polito, Lieutenant Governor,(cid:10)Stephanie Pollack, MassDOT Secretary & CEO,(cid:10)Brian Shortsleeve, Chief Administrator and Acting General Manager, MassDOT logo Joint Meeting MassDOT Board of Directors and the Fiscal and Management Control Board Transportation Board Room 10 Park Plaza Boston, MA January 23, 2017 MEETING MINUTES Present: Chairman Joseph Aiello, Director Lisa Calise, Director Brian Lang and Director Steven Poftak Quorum Present: Yes MassDOT Board Members Present: Chair Stephanie Pollack, Directors Dominic Blue, Ruth Bonsignore, Lisa Calise Tim King, Dean Mazzarella, Robert Moylan, Steven Poftak, Betsy Taylor and Joseph Sullivan, being a quorum of the Board of Directors of the Massachusetts Department of Transportation.. Others Present: Acting General Manager Brian Shortsleeve, General Counsel John Englander, Counsel to the Board Owen Kane, Marie Breen, Jane O’Hern, Laurel Paget-Seekins, Jackie Goddard PROCEEDINGS: At the call of Chairman Aiello, a meeting of the Fiscal and Management Control Board (FMCB) was called to order at 2:00 p.m. at the State Transportation Massachusetts Bay Transportation Authority Ten Park Plaza, Suite 3910, Boston, MA 02116 www.mbta.com Building, Transportation Board Room, 10 Park Plaza, Boston, Massachusetts joining the MassDOT Board of Directors (Board) already in progress. The first joint presentation was Agenda Item 10, an update on the Capital Investment Plan (CIP) Process. Trey Wadsworth, Manager of the Capital Planning Group, presented the attached presentation labeled “2018-2022 CIP update: Joint Board Presentation, January 23, 2017.” Discussion ensued. Next was Agenda Item 11, an update on the Green Line Extension. John Dalton, GLX Program Manager updated the Board on the schedule, progress, FTA process, budget and procurement actions, as set forth in the attached presentation labeled “Green Line Extension Project, January 23, 2017.” Discussion ensued. Next, Agenda Item 12, the Commuter Rail/Keolis Update was presented by David Scorey, General Manager of Keolis Commuter Services. Mr. Scorey updated the board on various commuter rail lines and on-time-performance, as set forth in the attached presentation labeled “Commuter Rail Monthly Update, January 23, 2017.” Discussion ensued. Next, Secretary Pollack adjourned the MassDOT portion of the Joint Meeting at 2:42 p.m. Chairman Aiello opened up the public comment session for FMCB agenda items. The first speaker was Jim Johnson from Walpole who spoke against the Proposed Policy on Pilots for New Service, specifically the proposed commuter rail service to Foxboro. Next, Steven Kaiser commented on the proposed Service Delivery Policy. Next, Louise Baxter from TRU commented on the cleaning contract, service delivery policy, disparate impact/disproportionate burden policy and the new computerized pick for bus operators. Next, Wig Zamore commented on the disparate impact/disproportionate burden policy and the GLX Community Path. The last speaker was Bob Clarke from Eversource, who recommended the Board approve the Eversource transmission project that was on the agenda for approval. Chairman Aiello asked Chief Administrator and Acting General Manager Brian Shortsleeve to give his report, Agenda Item 13. Mr. Shortsleeve updated the board on recent activity at the MBTA including the new self service payroll system and progress on the phasing out of cash vouchers, as set forth in the attached presentation labeled “GM Remarks, January 23, 2017.” Chief Operating Officer Jeff Gonneville contributed to the presentation and discussed the Downtown Crossing Red Line North passageway closure scheduled for January 30 – February 5, 2017. Director Poftak commended all MBTA staff involved in the Saturday, January 21, 2017 Women’s March event. Discussion ensued. Next, the Chair asked Janelle Chan, Chief of Real Estate to present Agenda Item 14, the discussion and possible action of the Eversource Transmission Line in Sudbury/Hudson. Ms. Chan said that Eversource was proposing to construct a new 115-kilvolt transmission line between Sudbury and Hudson, MA, as set forth in the attached presentation and staff summary labeled “Eversource Sudbury to Hudson Transmission Line Proposed use of the inactive Central Mass Branch ROW in Sudbury and Hudson.”. Discussion ensued. On motion duly made and seconded, it was; VOTED: That the General Manager be, and is hereby authorized in the name of and on behalf of the Massachusetts Bay Transportation Authority, and in a form and on terms and conditions approved by the General Counsel, to enter into an Option Agreement for an Easement along an 8.63-mile portion of the inactive Central Mass Branch right of way in Sudbury and Hudson and any and all other instruments deemed necessary for execution of said Option Agreement and/or Easement consistent with the terms and conditions presented to the Fiscal and Management Board during its regular meeting on January 23, 2017, and contained in the staff summary dated January 19, 2017. Said Option Agreement and/or Easement and any other necessary instruments and documents shall contain such other terms and conditions as determined to be necessary and/or advisable by the General Counsel. Next, John Englander, General Counsel, referred to Agenda Item 13, and noted that as part of the Chief Administrator and Acting General Manager’s report, a discussion and possible action on the creation of a compensation committee was to have been discussed. Discussion ensued. On motion duly made and seconded, it was; VOTED: That the Fiscal and Management Control Board (FMCB) hereby creates a Compensation Committee for the FMCB, which committee shall include all members of the FMCB; and FURTHER VOTED: That the FMCB hereby directs the General Counsel to prepare a Charter for said Committee to be circulated to the FMCB for comment. Next, the Chair asked Beth Larkin, Assistant General Manager for Capital Delivery to present Agenda Item 15 – a discussion and possible action on the New Blue Hill Avenue Station construction. Ms. Larkin said the board’s action would provide for the construction of the Blue Hill Avenue Commuter Rail Station on the Fairmount Line, as set forth in the attached presentation and staff summary labeled “Contract H74CN09: Fairmount Corridor Improvements Blue Hill Avenue Commuter Rail Station, January 23, 2017.” Discussion ensued. On motion duly made and seconded, it was; VOTED: That the Fiscal and Management Control Board hereby authorizes the General Manager and/or his designee, in the name of and on behalf of the Massachusetts Bay Transportation Authority, and in a form approved by the General Counsel, to award and execute MBTA Construction Contract NO. H74CN09 with McCourt Construction Co. for a sum not to exceed $16,973,094. Next, John Dalton, Program Manager for the Green Line Extension presented Agenda Item 16, a discussion and possible action on Green Line Extension Contracts, as set forth in the presentation labeled “Green Line Extension Project - GLX Contract Actions, January 23, 2017.” Discussion ensued. On motion duly made and seconded, it was; VOTED: The Fiscal and Management Control Board hereby approves and authorizes the General Manager, or his designee, to execute in the name and on behalf of the Massachusetts Bay Transportation Authority (“MBTA”), a contract and ancillary documents, with Weston & Sampson, Inc. for professional services for the Green Line Extension Project, in a total amount not to exceed $16,000,000. VOTED: The Fiscal and Management Control Board hereby approves and authorizes the General Manager, or his designee, to execute in the name and on behalf of the Massachusetts Bay Transportation Authority (“MBTA”), a contract and ancillary documents, with Arup USA, Inc. for professional services for the Green Line Extension Project, in a total amount not to exceed $24,000,000. VOTED: The Fiscal and Management Control Board hereby approves and authorizes the General Manager, or his designee, to execute in the name and on behalf of the Massachusetts Bay Transportation Authority (“MBTA”), a project initiation agreement and ancillary documents, with Keolis Commuter Services, LLC for certain initial support for the Green Line Extension Project, in a total amount not to exceed $2,000,000. FURTHER VOTED: Effective January 23, 2017, the Fiscal and Management Control Board (the “Board”) hereby delegates to the General Manager, or his designee, the authority to execute in the name and on behalf of the Massachusetts Bay Transportation Authority (“MBTA”), all construction contracts and agreements related to the GLX Project, with a value of $3,000,000 or less; provided, however, that any change orders, extra work orders, and amendments to any such agreements that increase the initial professional service contract amount above $3,000,000 shall require approval of the Board, and further, that any change orders, extra work orders and amendments to any such contract that increase a professional service contract with an initial value of more than $3,000,000 by ten percent or more, shall require approval of the Board. VOTED: Except for construction contracts identified above, the General Manager, or his designee, is authorized to execute in the name and on behalf of the MBTA, all contracts, instruments, and other agreements with a value of $1,000,000 or less, related to the GLX Project, including professional services, permits, licenses, grant applications and approvals, employment agreements, purchase orders and contracts for the purchase of goods and materials, requests for reimbursements, including, but not limited to, reimbursements from federal agencies, agreements with other political subdivisions, commissions, authorities, and agencies; provided, however, that any change orders, extra work orders, and amendments to any such agreements or instruments that increase the initial contract amount above $1,000,000 shall require approval of the Board, and provided further, that any change orders, extra work orders and amendments that increase a contract or other agreement with an initial value of more than $1,000,000 by ten percent or more shall require approval of the Board. Next was Agenda Item 17, a discussion and possible action on the Service Delivery Policy. Laurel Paget-Seekins, Director of Research and Analysis said the Service Delivery Policy sets how the MBTA evaluates service quality and allocates transit service and gives the MBTA the tools necessary to start a bus service planning process, as set forth in the attached presentation labeled “Service Delivery Policy, January 23, 2017.” Discussion ensued. On motion duly made and seconded, it was; VOTED: That the Fiscal and Management Control Board (FMCB) hereby adopts the Policy on Pilots for New Service as presented to the FMCB during the January 30, 2017 meeting and authorizes the General Manger or his designee, to take all necessary steps to implement said Policy, in the name and on behalf of the Massachusetts Bay Transportation Authority. At the request of Chairman Aiello, Agenda Item 18- the Disparate Impact/Disproportionate Burden Policy and Agenda 19- the Policy on Pilots for New Service, were deferred to a future meeting. On motion duly made and seconded, it was, by roll call; Chair Aiello Yes Director Calise Yes Director Lang Yes Director Poftak Yes VOTED: to enter into Executive Session for a discussion of strategy related to non-union personnel and litigation at 4:07 p.m. Documents relied upon for this meeting: 2018-2022 CIP update: Joint Board Presentation, January 23, 2017 Green Line Extension Project, January 23, 2017 Commuter Rail Monthly Update, January 23, 2017 GM Remarks, January 23, 2017 Eversource Sudbury to Hudson Transmission Line Proposed use of the inactive Central Mass Branch ROW in Sudbury and Hudson Contract H74CN09: Fairmount Corridor Improvements Blue Hill Avenue Commuter Rail Station, January 23, 2017 Green Line Extension Project - GLX Contract Actions, January 23, 2017 Service Delivery Policy, January 23, 2017