massachusetts port authority minutes for the …

MASSACHUSETTS PORT AUTHORITY

MINUTES FOR THE REMOTE MEETING HELD ON FEBRUARY 25, 2021 AT 9:00 A.M.

The meeting of the Members of the Massachusetts Port Authority was held on February 25, 2021. The following Members participated remotely per Governor Baker’s March 12, 2020 Order Suspending Certain Provisions Of The Open Meeting Law: Chairman Lewis G. Evangelidis presided, Warren Q. Fields, Patricia A. Jacobs, John A. Nucci, Sean M. O’Brien, and Jamey Tesler. Lisa Wieland, Chief Executive Officer and Executive Director, Reed Passafaro, Chief of Staff, John P. Pranckevicius, Director of Administration and Finance and Secretary-Treasurer, Edward C. Freni, Director of Aviation, Catherine McDonald, Chief Legal Counsel, Hank Shaw, Chief Security Officer, Michael Meyran, Port Director, Andrew Hargens, Chief Development Officer, Alaina Coppola, Director, Community Relations and Government Affairs, Anna M. Tenaglia, Deputy Director of Administration and Finance, Daniel Gallagher, Director of Aviation Business and Finance, and Michael A. Grieco, Assistant Secretary-Treasurer were in attendance. The meeting commenced at 9:00 A.M. Ratification and approval of the minutes of the January 21, 2021 Board Meeting

Upon a motion duly made and seconded, it was

VOTED:

To ratify and approve the minutes of the January 21, 2021 Board Meeting. Members Evangelidis, Jacobs, Nucci, and O’Brien voted Yes.

Chairman’s Comments Mr. Evangelidis welcomed Jamey Tesler, Acting Secretary of Transportation, to his first meeting as a Member of the Authority, and Mr. Tesler noted that he looked forward to meeting and working with everyone. Mr. Fields joined the meeting at 9:05 A.M. Audit and Finance Committee 2021 Revenue Refunding Bond Issuance Ms. Tenaglia presented information on the refunding bond sale that closed on February 17th, on the extent of the investor outreach and the amount of investor orders placed, on the historic low interest rate yields, and on the net present value savings and budget relief achieved.

Massachusetts Port Authority Minutes of the meeting held on February 25, 2021 2021 New Money Revenue Bond Issuance

Ms. Tenaglia presented information on accelerating the new money bond issue, on the capital projects to be financed with the bond proceeds, on the Terminal E Modernization debt structure considerations and total debt service, on the Authority’s debt profile with completed liquidity strategies, on pursuing a “green bond” strategy in 2022, on the broad and diverse underwriting team, and next steps.


VOTED:

Massachusetts Port Authority Minutes of the meeting held on February 25, 2021


Members Evangelidis, Fields, Jacobs, Nucci, O’Brien, and Tesler voted Yes.

Massachusetts Port Authority Minutes of the meeting held on February 25, 2021 Potential Projects for Reimbursement Using Bond Funds

Upon a motion duly made and seconded, it was VOTED:

Declaration of Official Intent

February 25, 2021

That the Massachusetts Port Authority (the “Authority”) intends to, and reasonably expects that it will, reimburse itself for capital expenditures for airport or port purposes, including but not limited to capital expenditures made in connection with the projects described in Schedules A and B hereto (the “Projects”) from the proceeds of obligations issued by the Authority in a maximum principal amount of $48,000,000 (which amount is in addition to the maximum principal amount of obligations for reimbursement of capital expenditures stated in prior declarations of official intent of the Authority). The amounts identified for particular projects set forth in Schedules A and B are for informational purposes, and are not intended to limit the application of this declaration of official intent. The original expenditures will be made from the Authority’s available funds and subsequently may be reimbursed with proceeds of the Authority’s bonds or commercial paper. The Members of the Authority hereby confirm such intention, evidenced by a prior vote of the Authority, as to those Projects previously included in Schedule B. The Members of the Authority hereby acknowledge that the costs of the Projects include certain project costs that are eligible for funding with Passenger Facility Charges (“PFCs”), Customer Facility Charges (“CFCs”), Capital Budget Funds, Maintenance Reserve Funds and/or grants (together, “Other Funding Sources”), that the costs of Projects indicated in Schedule A have increased since the prior vote of March 19, 2020, and the amount of such costs to be reimbursed with bond proceeds may be reduced, in the discretion of the Authority, by the amount of Other Funding Sources applied to such projects prior to the issuance of such bonds. This resolution is intended to be a “declaration of official intent” under Section 1.150-2(e) of the U.S. Treasury Regulations.



Schedule A As of February 2021 Maximum Principal Amount (in dollars, 000's omitted)

Projects with increased budgets (Section 1) Previous Budget Revised Budget Increase

LOGAN

TAXIWAY M REHABILITATION - FULL LENGTH 20,000 24,000 4,000 TW N BETWEEN 15R-33L AND 15L-33R 7,000 18,000 11,000 REHABILITATE RUNWAY 15R-33L 25,000 40,000 15,000 TERMINAL C OPTIMIZATION & B TO C CONNECTOR 215,000 216,000 1,000

Total Projects with increased budgets (Section 1) $ 267,000 $ 298,000 $ 31,000

New Projects added (Section 2) LOGAN ELECTRICAL DEMAND PROJECT 17,000


Schedule B As of February 2021 Maximum Principal Amount (in dollars, 000's omitted)

Restatement of Projects Previously Voted

LOGAN

TERMINAL E MODERNIZATION 710,000 TERMINAL C CANOPY & UPPER DECK 100,000 TERMINAL B TO C ROADWAY IMPROVEMENTS 215,000 HVAC EQUIPMENT REPLACEMENT PROGRAM 79,500 RUNWAY 9-27 REHAB 45,000 CENTRAL HEATING PLANT UPGRADE 67,500 REPLACE RUNWAY 4R APPROACH LIGHT PIER 11,209 RESURFACE NORTH CARGO APRON 20,400 RUNWAY 14-32 REHAB AND TAXIWAY J, J1 AND DE-ICE AREA REHAB 12,000 RUNWAY 9-27 SAFETY AREA IMPROVEMENTS 110,000 TAXIWAY Y REPLACEMENT 35,000 SWITCHING STATION UPGRADE PROGRAM 26,300 REHAB EAST ALPHA & BRAVO 18,600 ROOF REPLACEMENT PROGRAM 12,000 RUNWAY 22R RSA SAFETY IMPROVEMENTS & REPL OF 4L EMAS 9,300 TAXIWAY C3 PAVEMENT REHAB AND NEW BYPASS TAXIWAY 7,500 HVAC EQUIPMENT DISTRIBUTION 9,000 RUNWAY 4L-22R 15,800 GROUP VI AIRCRAFT AIRFIELD IMPROVEMENTS 10,000 IN-GROUND SNOWMELTER REPLACEMENTS 15,223 TERMINAL B OPTIMIZATION 180,000 PARKING CAPACITY - 5000 SPACES 251,500 TAXIWAY D, D1, MS REHAB 5,600 RUNWAY INCURSION MITIGATION STUDY 1,800 MARITIME

NEW BERTH 10 & CRANES AT COASTAL 215,000 CONLEY TERMINAL DEDICATED FREIGHT CORRIDOR 38,000 NEW CONTAINER YARD AREA AT COASTAL 8,000 BERTH 11 AND 12 PILES - BULKHEAD AND APRON REPAIRS 33,779 REEFER RACKS 10,013

Project costs previously added to the list $ 2,273,024

Note: Full project costs are listed; amounts bonded are reasonably expected to be net of Capital Budget, Maintenance Reserve Funds, PFCs, CFCs, and or grants.

Massachusetts Port Authority Minutes of the meeting held on February 25, 2021 Public Comment There were no requests to speak during the Public Comment Period. Report of the CEO Ms. Wieland presented information on the Federal Reserve Chair’s warning that the economic recovery remains uneven, incomplete, and highly uncertain, on the federal vaccine distribution and the new COVID-19 variants continuing to slow the air travel industry recovery, on an estimated three to five year period for a full passenger recovery at Logan, on Massport’s financial results for the first six months of FY21, on the $37 million in airport relief to be received by Massport from the Emergency Coronavirus Relief Act, on the ACI-NA report on the projected airport losses due to the pandemic, on the $8 billion in airport relief contained in the proposed $1.9 trillion COVID-19 federal legislation, on preparing Massport for the post pandemic rebound, on a Harvard Business School study on how companies survive and thrive following a recession, on a potential revision to the Massport Mission Statement, and on formulating Massport’s Strategic Priorities for 2021-2025. Director of Aviation Presentation Mr. Freni presented information on the New England Patriots honoring healthcare workers at a Logan event prior to flying them to the Super Bowl, on $14 billion in airline relief in the proposed $1.9 trillion COVID-19 federal legislation, on the kickoff of the American and JetBlue strategic partnership, on Allegiant Air’s new service at Logan, on Delta’s continuing to block middle seats on all flights through April 30th, on United’s launch of Logan to Heathrow service in 2021, on Air Canada ceasing all Logan service due to Canada’s new fourteen day quarantine mandate for arriving passengers, on Hainan Airlines parent company filing for bankruptcy, on the grounding of Boeing 777 airplanes with Pratt & Whitney engines pending FAA inspection protocols, on the January Logan passenger volume and aircraft operations, on the decrease in Logan passenger volume during the winter school vacation period compared to the prior year, on the January decline in Hanscom aircraft operations compared to the prior year, on the record losses reported by major U.S. airlines in 2020, and on the airlines use of apps to verify proof of COVID-19 tests and vaccinations. Director of Maritime Presentation Mr. Meyran presented information on the near gridlock at major gateways in the global port system as cargo imports in the U.S. hit a thirty percent year-over-year increase in the December-January period, on the supply chain congestion and hundred percent load factors creating challenges at Conley until the Fall, on the status of the new Conley cranes, on the start of Conley’s Big Ship Informational Campaign, on Conley’s January decrease in cargo volume due to ship delays resulting from congestion in upstream ports, on Canada’s interim order suspending cruise operations in Canadian waters until February 2022, on forecasts that cruise operators are unlikely to resume sailing from U.S. ports until the fourth quarter of 2022, on cruise operators awaiting further instruction from the CDC regarding the resumption of cruise sailing, on Royal Caribbean’s new 2022 Boston ship deployment, and on an update on autos, cement, and salt cargo on Massport properties at the Autoport and Berth 1. Safety and Security Committee

Massachusetts Port Authority Minutes of the meeting held on February 25, 2021 COVID-19 Update Mr. Shaw presented information on two new federal COVID-19 Executive Orders on promoting safety in domestic and international travel and protecting worker health and safety, on the decline in the number of Massport employee COVID-19 cases, on Massport’s COVID-19 response planning, and on Massport’s collaboration with Harvard’s Aviation Public Health Initiative study of the COVID-19 impact to airports. Human Resources and Compensation/Committee Financial Sustainability Workforce Plan Ms. Wieland noted that in light of the proposed $1.9 trillion COVID-19 federal legislation, Massport will pause Phase II of its planned involuntary workforce reduction. Ms. Wieland proposed to potentially reintroduce a voluntary workforce reduction program, if needed, prior to the resumption of any involuntary workforce reductions.


VOTED:

Whereas, the COVID-19 pandemic continues to severely impact the Airline industry and operations at the Authority’s facilities; and Whereas, the Authority desires to provide flexibility to employees and the Authority in navigating through the remainder of the pandemic and its impacts.

NOW, THEREFORE, BE IT RESOLVED AND VOTED THAT:

1. Voluntary Retirement and Voluntary Separation Programs related to the COVID FY

2021 Financial Sustainability Workforce Plan as voted by the Board on November 19, 2020 (the “November Vote”) may be reinstituted in a manner reasonably consistent with the November Vote during such periods as the Chief Executive Officer shall determine.

2. Severance Pay for exempt and non-exempt administrative (non-union) Involuntary Separations related to the COVID FY 2021 Financial Sustainability Workforce Plan shall be equal to the terms of the Severance Policy, as modified by the November Vote, or an amount determined by the Chief Executive Officer reasonably consistent with the November Vote, whichever is greater, effective as of January 1, 2021.

3. Except as modified hereby the November Vote is hereby ratified and affirmed.

4. The Chief Executive Officer, the Chief Human Resources Officer, or the Director of Administration and Finance acting at the direction of the Chief Executive Officer in her discretion, are hereby authorized and directed to take such steps as may be necessary and appropriate to implement the provisions of this vote.


Massachusetts Port Authority Minutes of the meeting held on February 25, 2021 Designation of Committees, Committee Chairs and Vice-Chairs, and Committee Members


In accordance with Paragraph 4 of Article III of the By-Laws, the following Committees, Committee Chairs, Vice-Chairs and members are designated:

Audit and Finance Committee Laura Sen, Committee Chair Sean O’Brien, Committee Vice-Chair Jamey Tesler, Committee Member Facilities and Construction Committee Pattie Jacobs, Committee Chair Warren Fields, Committee Vice-Chair Lew Evangelidis, Committee Member Sean O’Brien, Committee Member Real Estate and Strategic Initiatives Committee Warren Fields, Committee Chair Jamey Tesler, Vice-Chair Pattie Jacobs, Committee Member John Nucci, Committee Member Human Resources and Compensation Committee Pattie Jacobs, Committee Chair Sean O’Brien, Committee Vice-Chair Jamey Tesler, Committee Member Community Outreach Committee John Nucci, Committee Chair Warren Fields, Committee Vice-Chair Pattie Jacobs, Committee Member

Safety and Security Committee Sean O’Brien, Committee Chair Lew Evangelidis, Committee Vice-Chair Laura Sen, Committee Member


In addition to the members listed above, the CEO & Executive Director, or the Chief of Staff as her designee, shall serve as a member of each Committee. Each Committee shall serve in an advisory capacity to the Members of the Authority as a whole, and shall make such recommendations as it deems appropriate to said Members. Three members of a Committee shall constitute a quorum. Committee meetings shall be held in accordance with all applicable provisions of G.L. Chapter 30A, §§18-25, the State Open Meeting Law. Terms of Reference, setting forth the purpose and responsibilities of each Committee, shall be developed by each Committee and shall be reviewed and revised from time to time as necessary and appropriate. The CEO & Executive Director shall designate appropriate staff, as necessary, to assist the Committees.

At the beginning of each meeting of the Members of the Authority, following the report of the CEO & Executive Director, each Committee Chair shall provide a brief summary of his/her Committee’s activities since the previous meeting of the Members. This vote supersedes all prior votes designating Committees or Committee Chairs.

Members Evangelidis, Fields, Nucci, O’Brien, and Tesler voted Yes. Member Jacobs abstained. Community Outreach Committee Massport CAC Update Ms. Coppola noted that the FAA briefed the MCAC on the results of its National Noise Annoyance Survey (the “Survey”). Ms. Coppola also noted that the MCAC provided its feedback on the Survey, and that the Survey public comment period will end on March 15th. Real Estate and Strategic Initiatives Committee Tenant and Subtenant Update Mr. Hargens presented information on DEME, a new tenant in the shipyard and a leading dredging and offshore energy company, on the ICA Watershed Summer 2021 Exhibition, on the potential closing of the KO Pies restaurant, on a new Great Eastern Seafood lease at 88 Black Falcon, on new life sciences leases at 645 Summer Street, and on Moody Nolan, a member of both the Omni Hotel and Parcel H project teams, receiving the Architecture Firm Award.

Massachusetts Port Authority Minutes of the meeting held on February 25, 2021 Facilities and Construction/Committee Assent Agenda South Boston Parking Facilities Operator Contract Amendment


WHEREAS, on January 1, 2018, the Board authorized staff to enter into an operation, management and revenue collection agreement with SP Plus Corporation (“SP+”) for the Authority’s South Boston parking portfolio which consists of five (5) surface parking lots and the South Boston Waterfront Transportation Center (collectively, the “Parking Portfolio”); and WHEREAS, pursuant to that authorization, on April 1, 2018, the Authority and SP Plus entered into a revenue collection, facility management and operation agreement (the “Agreement”), with an initial term of three (3) years and two (2) three-year option terms to be exercised at the discretion of the Authority, subject to further Board action; and WHEREAS, the initial term of the Agreement expires on March 31, 2021; and WHEREAS, staff is seeking authorization to exercise the first three-year option term and to increase the not-to-exceed amount under the Agreement to $6,000,000. NOW, THEREFORE, BE IT RESOLVED THAT:

1. The Chief Development Officer and Chief Legal Counsel or their designees are hereby authorized to negotiate, and the Chief Executive Officer and Executive Director, the Secretary-Treasurer or the Assistant Secretary-Treasurer, each acting singly (each an “Authorized Officer”), is hereby authorized to execute and deliver, on behalf of the Authority, an amendment to the Agreement (i) exercising one (1) three-year option term and (ii) increasing the not-to-exceed amount payable over the six-year term of the Agreement to $6,000,000.

2. The Agreement as amended shall contain such other terms and conditions consistent with this vote as the Authorized Officer executing the amendment in accordance with this vote determines are necessary or desirable.



Motion to Enter Executive Session


That the Authority enter executive session to discuss the deployment of security personnel or devices, or strategies with respect thereto. That the Authority enter executive session to consider the purchase, exchange, lease or value of real property, specifically regarding a general aviation facility operator lease, since a discussion in open session may have a detrimental effect on the negotiating position of the Authority.

Members Evangelidis, Fields, Jacobs, Nucci, O’Brien, and Tesler voted Yes. Mr. Evangelidis stated that the Authority will reconvene after Executive Session. The public session recessed at 10:25 A.M.

The public session reconvened at 11:20 A.M. Public Session General Aviation Facility Operator Lease Designation Mr. Gallagher presented information on the two potential scenarios in the Request for Interest (RFI) for a general aviation/fixed base operator (FBO) facility lease at Logan, on the support services provided to business and private aviation clients by the FBO, on the number of RFI proposals received, on the RFI criteria, and on the recommendation to designate Signature as the facility operator.


VOTED:

WHEREAS, the Authority issued a Request for Letters of Interest in August 2020 (the “GA RFI”) seeking proposals from parties interested in constructing, leasing and operating a new general aviation (“GA”) facility (the “New GA Facility” or “New GA Site”) in the north service area of Boston-Logan International Airport (“Logan”); and WHEREAS, in response to the GA RFI, the Authority received four (4) proposals, each of which consisted of an original proposal together with supplemental written responses to clarifying questions posed by the Authority subsequent to the original proposal (each such submission, a “Proposal” and collectively the “Proposals”); and WHEREAS, the Authority’s selection panel charged with the responsibility of evaluating the Proposals for the GA RFI determined that three (3) teams should be short-listed; and WHEREAS, the Authority submitted further clarifying questions, including inquiring if the


proposers would be willing to lease the existing Logan GA facility (the “Existing GA Site”) in the event the Authority determines it is not in the Authority’s best interest to have the successful proposer lease the New GA Site and construct a new GA facility thereon. The 3 proposers were then asked to submit their best and final offers for both scenarios (lease the Existing GA Site for a forty (40) year term or lease the Existing GA Site for the short term and then lease the New GA Site and construct a new GA facility thereon for the long term); and WHEREAS, following the receipt of the best and final offers, the Authority’s selection panel determined that the Proposal, together with the best and final offer (collectively, the “Best and Final Proposal”) submitted by Signature Flight Support LLC (“Signature”) best met the interests of the Authority and recommends that the Authority designate Signature as the lessee of the Existing GA Site and lessee of the New GA Site in the event the Authority determines, in its sole discretion, that it is in its best interest to have Signature construct, lease and operate the New GA Facility. NOW, THEREFORE, BE IT RESOLVED AND VOTED THAT:

Signature is hereby designated as the lessee of the Existing GA Site and the lessee of the New GA Site in the event the Authority determines, in its sole discretion, that it is in its best interest to have Signature construct, lease and operate the New GA Facility.


Adjournment

Upon a motion duly made and seconded, it was VOTED: To adjourn at 11:30 A.M. Adjourned at 11:30 A.M. _______________________ Michael A. Grieco Assistant Secretary-Treasurer


List of Documents and Other Exhibits Used in Public Session

1. Board Book 2. PowerPoint Presentation Slides