MASSACHUSETTS PORT AUTHORITY MINUTES OF THE MEETING HELD ON JUNE 15, 2017 AT 9:00 A.M. ONE HARBORSIDE DRIVE, EAST BOSTON, MA

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1 MASSACHUSETTS PORT AUTHORITY MINUTES OF THE MEETING HELD ON JUNE 15, 2017 AT 9:00 A.M. ONE HARBORSIDE DRIVE, EAST BOSTON, MA The meeting of the Members of the Massachusetts Port Authority was held at One Harborside Drive, East Boston, Massachusetts on June 15, Chairman Michael P. Angelini presided. L. Duane Jackson, Lewis G. Evangelidis, Patricia A. Jacobs, John A. Nucci, Sean M. O Brien, Stephanie L. Pollack, Thomas P. Glynn, CEO and Executive Director, Catherine McDonald, Chief Legal Counsel, Elizabeth Morse, Chief of Staff, John P. Pranckevicius, Director of Administration and Finance and Secretary-Treasurer, Edward C. Freni, Director of Aviation, Lisa Wieland, Port Director, Houssam H. Sleiman, Director, Capital Programs & Environmental Affairs, James Doolin, Chief Development Officer, George Naccara, Chief Security Officer, Elizabeth Becker, Director, Community Relations and Government Affairs, Gordon Carr, Acting Deputy Director of Strategic and Business Planning, Joseph Lawless, Director, Maritime Security, Frank McGinn, Troop F Commander, Reed Passafaro, Maritime Business and Policy Manager, Michael Vatalaro, Community Relations Representative, and Michael A. Grieco, Assistant Secretary-Treasurer were in attendance. The meeting commenced at 9:00 A.M. Ms. Jacobs joined the meeting at 9:05 A.M. Public Comment Mr. Monterrey and Ms. Williams, wheelchair service providers for Flight Services and Systems (FSS) at Logan expressed their view that employees who support a union organizing effort are subject to retaliation from FSS. Ratification and approval of the minutes of the May 18, 2017 Board Meeting Upon a motion duly made and seconded, it was VOTED: To ratify and approve the minutes of the May 18, 2017 Board Meeting. Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, and O Brien voted Yes.

2 Page 2 Chairman s Comments Report of the CEO Mr. Glynn presented information on the start of Avianca s service to Colombia, on ACI s 2017 Top Airport Concessions acknowledgement of the Authority s great effort in transforming the Terminal C to E public space, on the recent Worcester Airport marketing initiatives, on the $58 million in the 2018 federal fiscal year budget for Port of Boston dredging, on the agreement with the Conservation Law Foundation regarding additional Logan parking spaces and increasing the use of HOV, on infrastructure challenges at Logan and at various domestic airports, on reports of a decrease in international tourists coming to the United States, and on taxi, limo, TNC, and parking data. Mr. Freni presented information on the strong Logan passenger numbers, on the flight delays and the ground transportation challenges related to the Runway 4R rehab project, on the traffic delays related to Sumner Tunnel roadway redesign, and on the July 1 st Logan parking rate increase. Strategic Plan Implementation Mr. Glynn referenced Strategic Plan updates related to long term Logan infrastructure needs, Worcester Airport Phase II, and a Diversity Leadership session. Parking Shortage and Trip Reduction Strategy Update Mr. Glynn noted the progress to date related to the DEP parking freeze amended regulation process and the MEPA ENF new parking spaces process as well as the next steps in the DEP process. Maritime Federal Funding Ms. Wieland provided an update on the funding to date for the dredging and Conley Terminal Revitalization and Modernization projects which will require a total expenditure of $850 million. Mr. Lawless provided information on a recent report of a suspected dirty bomb at the Port of Charleston, on the various layers of security at the port, on a recent port security exercise, and on the Passport System used to scan containers at Conley Terminal. Ms. Pollack joined the meeting at 9:40 A.M. Safety and Security Committee Security Checkpoint Prohibited Items Mr. Nacarra presented information on various weapons and other objects that were confiscated from passengers at the TSA security checkpoints at Logan.

3 Page 3 Customs and Border Protection Wait Times Mr. Freni presented information on the CBP wait times at Logan, on the TSA wait times at Logan and various domestic airports, and on the TSA Summer 2017 Volume Mitigation Plan. Security Update Mr. Freni presented information on the JetBlue facial-recognitions system pilot program at Logan. Mr. Glynn noted the need to plan for the management of all aspects of an active shooter incident including the restoration of operations. Mr. Naccara provided information on the planning for the LEAP exercise scheduled for September. Mr. Glynn presented information on the appeal process regarding the Travel Ban Executive Order and on the impact of the Executive Order and the Electronics Ban on air travel. Human Resources and Compensation Committee CEO & Executive Director Performance Review and Annual Compensation Adjustment Mr. Glynn left the room. Ms. Pollack, Chair of the Human Resources and Compensation Committee, presented on behalf of the Members Mr. Glynn s performance review. CEO Annual Compensation Adjustment Upon a motion duly made and seconded, it was VOTED: To award the CEO of the Authority a compensation adjustment based on Mr. Glynn s performance under his Employment Agreement and consistent with the Authority s annual performance-based merit increase program. Such increase for the CEO will be 3.0%, effective on July 1, Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien and Pollack voted Yes. Mr. Glynn rejoined the meeting. CEO Term Upon a motion duly made and seconded, it was VOTED: To extend the Employment Agreement dated October 10, 2012 and entered into by the Authority and Mr. Thomas P. Glynn as the Authority s Chief Executive Officer, consistent with the terms contained therein, through October 31, At its September, 2017 Meeting, the Board may elect to review market comparable positions with other state agencies and authorities. Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien and Pollack voted Yes.

4 Page 4 Community Outreach Committee Massport CAC Update Mr. Nucci and Mr. Glynn presented information on the June CAC meeting which included the announcement of the posting of Massport Board Meeting visual materials, on the CAC Executive Director search process, on a proposed legislative change to increase CAC funding, on a Massport staff assignment request, and on a Massport presentation regarding Massport s progress on the four CAC motions. Sail Boston East Boston and South Boston Mr. Vatalaro and Mr. Passafaro presented information on Sail Boston 2017 including the Parade of Sail viewing locations and the Authority sponsored community events in South Boston and East Boston. Mr. Lawless and Major McGinn presented information on Sail Boston 2017 security including its SEAR 1 Security Rating, on the screening checkpoints at all Authority locations, on the use of blocking vehicles and street closures, and on overt and covert police presence. Real Estate and Strategic Initiatives Committee Summer Street Hotel Mr. Doolin presented information on the project program and design and on the start of the public permitting processes for the project.

5 Page 5 Facilities and Construction Committee MPA Conley Terminal FASTLANE Grant Program, Projects M524, M555, M578, M552, M553, M577, M495, M542, M567, M569, M249, M558, and M560, Paul W. Conley Terminal, South Boston, MA, Revised Partial Project Budget Mr. Sleiman presented information on the projects to be completed under the FASTLANE Grant Program. Upon a motion duly made and seconded, it was VOTED: To authorize the CEO & Executive Director, Secretary-Treasurer or Assistant Secretary- Treasurer to take all actions necessary or desirable and to execute all agreements necessary or desirable in order to continue with and complete the Authority's Capital Project known as the Conley Terminal FASTLANE Grant Program (MPA M524, M555, M578, M552, M553, M577, M495, M542, M567, M569, M249, M558, and M560) subject to the following conditions: funds expended for the Conley Terminal FASTLANE Grant Program Capital Project shall not exceed $50,553, (the "Approved Revised Partial Budget"), as shown on the Financial Summary presented at the Board Meeting on June 15, 2017; the Director of Capital Programs and Environmental Affairs shall provide to the Board annual updates on expenditures, contract amendments and change orders related to the Conley Terminal FASTLANE Grant Program Capital Project and shall report back to the Board if, at any time during the life of the Project, it appears likely that the Project will exceed the Approved Revised Partial Budget; and the Director of Capital Programs and Environmental Affairs also shall report any material changes to the scope of work for the Capital Project as described in the back up materials presented at the Board Meeting on June 15, The CEO & Executive Director shall obtain all necessary permits and approvals and shall conduct all required environmental reviews prior to the execution of any agreement or to the commencement of any action all as may be required by law. Any agreement arising out of this vote shall contain such other terms and conditions as the person executing in accordance with this vote deems necessary or desirable. Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes.

6 Page 6 MPA L338 Terminal E Modernization, Logan International Airport, East Boston, MA, Partial Project Budget Mr. Sleiman presented information on the selection of AECOM and Luis Vidal Architects by the Design Selection Panel for the Terminal E Modernization project and on Mr. Vidal s vision and program for the project. Upon a motion duly made and seconded, it was VOTED: To authorize the CEO & Executive Director, Secretary-Treasurer or Assistant Secretary- Treasurer to take all actions necessary or desirable and to execute all agreements necessary or desirable in order to continue with and complete the Authority's Capital Project known as the Terminal E Modernization (MPA L338) subject to the following conditions: funds expended for the Terminal E Modernization Capital Project shall not exceed $30,000, (the "Approved Partial Budget"), as shown on the Financial Summary presented at the Board Meeting on June 15, 2017; the Director of Capital Programs and Environmental Affairs shall provide to the Board annual updates on expenditures, contract amendments and change orders related to the Terminal E Modernization Capital Project, and shall report back to the Board if at any time during the life of the Project it appears likely that the Project will exceed the Approved Partial Budget; and the Director of Capital Programs and Environmental Affairs also shall report any material changes to the scope of work for the Capital Project as described in the back up materials presented at the Board Meeting on June 15, The CEO & Executive Director shall obtain all necessary permits and approvals and shall conduct all required environmental reviews prior to the execution of any agreement or to the commencement of any action all as may be required by law. The Authority intends to fund all or a portion of the cost of this Capital Project with tax exempt bonds. Any agreement arising out of this vote shall contain such other terms and conditions as the person executing in accordance with this vote deems necessary or desirable. Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes. Runway 4R-22L Construction Update Mr. Sleiman noted that Runway 4R would be opening on June 23 rd and that work on the Approach Light Pier portion of the project will continue until November.

7 Page 7 MPA L1510 Terminal B to C Roadway Improvements, Logan International Airport, East Boston, MA, Project Budget Upon a motion duly made and seconded, it was VOTED: To authorize the CEO & Executive Director, Secretary-Treasurer or Assistant Secretary- Treasurer to take all actions necessary or desirable and to execute all agreements necessary or desirable in order to continue with and complete the Authority's Capital Project known as the Terminal B to C Roadway Improvements (MPA L1510) subject to the following conditions: funds expended for the Terminal B to C Roadway Improvements Capital Project shall not exceed $11,000, (the "Approved Budget"), as shown on the Financial Summary presented at the Board Meeting on June 15, 2017; the Director of Capital Programs and Environmental Affairs shall provide to the Board annual updates on expenditures, contract amendments and change orders related to the Terminal B to C Roadway Improvements Capital Project and shall report back to the Board if at any time during the life of the Project it appears likely that the Project will exceed the Approved Budget; and the Director of Capital Programs and Environmental Affairs also shall report any material changes to the scope of work for the Capital Project as described in the back up materials presented at the Board Meeting on June 15, The CEO & Executive Director shall obtain all necessary permits and approvals and shall conduct all required environmental reviews prior to the execution of any agreement or to the commencement of any action all as may be required by law. Any agreement arising out of this vote shall contain such other terms and conditions as the person executing in accordance with this vote deems necessary or desirable. Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes. Audit and Finance Committee FY18 Budget Policy Objectives FY18 Operating Budget Mr. Pranckevicius provided an overview of the FY 2018 Operating Budget and presented information on the strong activity expected across all business lines, on a projected 8.5% increase in revenue, on a $38 million increase in debt service and pay-go expenses to support strategic initiatives, and on a 5.1% increase in operating expenses. Mr. Pranckevicius also provided information on the use of $54 million in FY17 funds to support gaps in funding strategic plan initiatives and he noted a FY18 Budget net operating margin of 3.5%.

8 Page 8 FY18 Operating Budget and Funds Flow VOTED: Upon a motion duly made and seconded, it was To adopt pursuant to Section 505 of the 1978 Trust Agreement an Annual Budget for Fiscal Year 2018; which shall include the following anticipated amounts: A. Total Fiscal Year 2018 Revenues (excluding PFCs and CFCs) $783,000,000 (1) B. Operating Expenses excluding In-Lieu-of-Tax Payments for Airport Project 324,877,459 for Port Project 80,184,466 for General and Administration 65,445,075 Total Current Expenses 470,507,000 (2) Deposit to In-Lieu-of-Tax Fund 21,493,000 (3) (for payment to Boston and Winthrop) Total Operating Expenses 492,000,000 (Current Expenses plus In-Lieu of-tax) C. Net Operating Revenues (excluding PFCs and CFCs) 312,493,000 (1) (Total Revenues minus Current Expenses Prior to Debt Service, Major Maintenance, In-Lieu-of-Tax and Capital Expenses) D. Uses of Net Revenues (Defined as use of funds remaining after Operating Expenses are subtracted from total Revenues) Deposits to: 2007C Debt Service Fund 2,842, C Debt Service Fund 5,657, A Debt Service Fund 6,504, B Debt Service Fund 7,976, C Debt Service Fund 3,997, D Debt Service Fund 7,638,610 (4) 2012A Debt Service Fund 6,010, B Debt Service Fund 14,719, A Debt Service Fund 3,042, B Debt Service Fund 3,230, C Debt Service Fund 14,112, A Debt Service Fund 5,224, B Debt Service Fund 3,350, C Debt Service Fund 17,681, A Debt Service Fund 3,745, B Debt Service Fund 8,051,400 Future Bonds 24,200,540 (5) Subtotal Debt Service 137,985,000

9 Page 9 Maintenance Reserve Fund 82,176,194 (to pay for major maintenance) In-Lieu-of-Tax Fund 21,493,000 (3) Improvement and Extension Fund 70,838, A Park Ex Debt Service Fund 2,580, A Park Ex Debt Service Fund 2,193,000 E. Transfer to Capital Budget for Capital Improvements 66,065,806 (Transfer from the Improvement and Extension Fund to the Capital Budget Account to pay for a portion of the scheduled capital improvements) F. Transfer to Retiree Benefits Trust 15,682,000 (Transfer from the Operating Fund) Pursuant to Section 7.04 (b) of the ConRAC Trust Agreement, the level of the Customer Facility Charge for FY 18 shall be established to conform with the covenants of the ConRAC Trust Agreement: Customer Facility Charge (CFC) per Transaction Day $6.00 (1) As authorized by the PFC Revenue Bond Issuance Resolution adopted by the Board on May 6, 1999, which excludes passenger facility charge (PFC) revenue from the Revenues pledged under the 1978 Trust Agreement and pledges such PFCs to the PFC Revenue Bond Trust Agreement dated as of May 6, 1999 and as authorized by the ConRAC Revenue Bond Resolution adopted by the Board on May 18, 2011 which excludes customer facility charge (CFC) revenue from Revenues pledged under the 1978 Trust Agreement and pledges such CFCs to the ConRAC Trust Agreement dated May 18, (2) The Chief Executive Officer and Executive Director, the Secretary-Treasurer and the Assistant Secretary-Treasurer, each acting singly (each, an Authorized Officer ), are hereby authorized to contract, procure, and make expenditures and/or payments in amounts consistent with this FY18 Operating Budget, for the following recurring, routine, nondiscretionary Operating Expenses, in order to carry out the Authority s daily operations: self insurance, workers' compensation, Columbia Coastal (ILA), retirement contributions (including State Police), health insurance, dental insurance, water and sewer service and telephone service, on such terms and conditions as the Authorized Officer may determine are necessary or desirable. Said contracts, procurements, expenditures and payments shall be reported annually to the Board via the delegation report. (3) This amount reflects the payment due pursuant to the Amended and Restated Payment-In- Lieu-of-Tax Agreement between the City of Boston and the Authority, and the Amended and Restated Payment-In-Lieu-of-Tax Agreement between the Town of Winthrop and the Authority. (4) Annual Debt Service computed at 2.09% interest on the 2010D Multi-Modal Bonds (5) Preliminary debt service estimate for new 2017 series bonds and other Strategic Initiatives. Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes.

10 Page 10 Strategic Initiatives Project Account Upon a motion duly made and seconded, it was VOTED: RESOLUTION PROVIDING FOR ADDITIONAL FUNDING OF THE STRATEGIC INITIATIVES PROJECT ACCOUNT The Members of the Massachusetts Port Authority (the Authority ) hereby find and resolve as follows: WHEREAS, pursuant to the Authority s Strategic Plan, the Authority has adopted a five year capital program (the Capital Program ) that includes several projects necessary to provide for the on-going ability of the Authority to accommodate the requirements of both the Port of Boston (the Port ) and Boston-Logan International Airport (the Airport ); and WHEREAS, the Authority will require a mix of funds to finance the Capital Program, including internally generated funds; and WHEREAS, on June 23, 2016, the Members of the Authority approved a Resolution to establish a separate account within the Improvement and Extension Fund established under the 1978 Trust Agreement known as the Strategic Initiatives Project Account in order to set aside certain surplus funds to be applied only to the costs of the design and construction of capital projects intended to further the Authority s Strategic Plan; and WHEREAS, the Members of the Authority believe it is prudent to set aside certain additional funds in the Strategic Initiatives Project Account, in accordance with this Resolution; NOW, THEREFORE, the Members of the Authority hereby resolve as follows: 1. The sum of $54.0 million now on deposit in the Improvement and Extension Fund is hereby transferred to the Strategic Initiatives Project Account, to be applied as provided in this Resolution. 2. The funds to be deposited in the Strategic Initiatives Project Account pursuant to this Resolution may be applied to the costs of the design and construction of the Optimization of Terminal B ($15 million), the Customs & Border Protection Improvements at Terminal E ($2 million), the North Airfield Development at Hanscom ($5 million), additional elevator and stairwell work at the South Boston Waterfront Transportation Center ($3 million), the balance of the FastLane Grant at Berths 11 and 12 ($21.5 million), and $7.5 million to fund future pier maintenance at 88 Black Falcon. 3. Funds shall be disbursed from the Strategic Initiatives Project Account to fund the capital projects described above upon the approval of the Authority s Director of Administration and Finance or his designee.

11 Page The Members of the Authority retain the authority to revise, amend or otherwise alter any or all provisions of this Resolution by a subsequent duly adopted resolution of the Authority. 5. Except as specifically provided herein, this Resolution ratifies and affirms the Resolution approved by the Members of the Authority on June 23, This Resolution shall take effect immediately. Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes.

12 Page 12 Insurance Purchase Upon a motion duly made and seconded, it was VOTED: To authorize the CEO and Executive Director, Secretary-Treasurer and Assistant Secretary-Treasurer to purchase, on behalf of the Authority, the insurance coverages listed below, commencing July 1, 2017, subject to premium adjustments necessitated by the terms and conditions of the policies. POLICY - 7/01/17-6/30/2018 PROPERTY INSURANCE FY18 ACTION BROKER/ UNDERWRITER LIMITS RETENTION / UNDERLYING FY18 PREMIUM COST FY17 PREMIUM COST All Risk Property Insurance including Bid Lockton/AIG $1,000,000,000 $250,000 $1,965,000 $2,307,633 Boiler & Mach., Contractor's Equip. Terrorism (TRIA) $1,000,000,000 $250,000 Wind Limits $1,000,000,000 $250,000 Flood Limits $300,000,000 $250,000 Flood Limits in Special Hazard Flood Area (SHFA) $300,000,000 $1,000,000 Earth Movement $300,000,000 $250,000 Electronic Data - Cyber Perils $25,000, Hours Business Interruption $1,000,000,000 $250,000 LIABILITY INSURANCE Aviation General Liability Negotiated Aon/Chubb $500,000,000 $250,000 $1,235,510 $1,225,510 War Risk $100,000,000 Primary and Excess Total FY18 Vs. FY17 Comparison (cost) FY18 Vs. FY17 Comparison (percentage) $3,200,510 $3,533,143 -$332,633 9% *Conley berths 14-17, East Boston Pier 3, Medford Street Pier and wood piers at Moran are excluded from property policy Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes.

13 Page 13 Marketing/Advertising Agency Services Option Years Contract Amendment Upon a motion duly made and seconded, it was VOTED: To authorize the CEO & Executive Director, Secretary-Treasurer or Assistant Secretary- Treasurer to execute on behalf of the Authority an amendment to the agreement with Boathouse Group, Inc. in order to exercise two, one-year option periods for a full service marketing agency. Under the terms of the amendment the not-to-exceed amount will be increased $4,000, resulting in a total not-to-exceed amount of $10,000, for the period ending June 30, The amendment shall contain such other terms and conditions as the person executing in accordance with this vote deems necessary or desirable. Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes. M.G.L. Chapter 32 Employee Retirement System Upon a motion duly made and seconded, it was VOTED: WHEREAS, pursuant to M.G.L. c (j), a retirement board may increase the cost of living adjustment ( COLA ) base in $1,000 increments subject to approval of its appropriate legislative body; and WHEREAS, on May 17, 2017, the Massachusetts Port Authority Employees Retirement System Board voted to increase the COLA base from $13,000 to $14,000, subject to the approval of the Members of the Authority; and WHEREAS, pursuant to M.G.L. c (6), annual stipends for elected, appointed and ex-officio retirement board members may be increased to a maximum of $4,500, upon the acceptance of its appropriate legislative body; and WHEREAS, the Members of the Authority are the appropriate legislative body under the statutory provisions referenced herein; NOW, THEREFORE, IT IS HEREBY RESOLVED: 1. To approve the Massachusetts Port Authority Employees Retirement System s COLA base increase under M.G.L. c (j) by $1,000 from $13,000 to $14,000; and 2. To approve an increase in the stipend provided for in M.G.L. c (6) for the elected, appointed and ex officio members of the Massachusetts Port Authority Employees Retirement System Board to $4,500 annually. 3. The increases provided herein shall both be effective as of July 1, Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes.

14 Page 14 Hanscom Rates and Charges Upon a motion duly made and seconded, it was VOTED: To establish the following Rates and Charges at L.G. Hanscom Field, Effective July 1, 2017: Civil Air Terminal Rental Rates: Common Use Area (includes Utility Surcharge) Concession Area Office Area $35.22 PSFPY $28.64 PSFPY $22.47 PSFPY Landing Fees Commercial and Transient Aircraft 0 3,000 lbs $10.00 Flat fee 3,001 10,000 lbs $15.00 Flat fee Over 10,000 lbs $2.68 per 1,000 lbs Transient Aircraft Parking Fees Each 24 Hour Period or portion thereof 0 40 Feet Wing Span $ Feet Wing Span $ Feet Wing Span $ Feet Wing Span $ Feet Wing Span $ Over 121 Feet Wing Span $ Commuter Gate Fee 0 4 Hours 4 24 Hours 0 40 Feet Wing Span $10.29 $ Feet Wing Span $19.36 $ Feet Wing Span $26.62 $53.24 Over 70 Feet Wing Span $39.93 $79.86 T-Hangar Rates A Row $ per month B & C Row $ per month D, E, F, H & J Row $ per month G 1 7 Row $1, per month G 8 $ per month 1 Storage Units $ per month 1 Plus Utilities

15 Page 15 Tie-Down Rates Single Engine 1-10 Tie-Downs Tie-Downs 21 or more Tie-Downs Twin Engine Reserved Automobile Parking Fee Fee Per Space Fuel Flowage Fee Jet A Fuel Avgas 100LL Fuel Automotive Fuel T-Hangar Wait List Fee Fee $ per month $ per month $94.00 per month $ per month $65.00 per Month $0.19 per gallon $0.11 per gallon $.14 per gallon $ / 24 Months Customs Cost Recovery Program Over 75,000 lbs $ $ ,001 75,000 lbs $ $ ,001 30,000 lbs $ $ ,001 15,000 lbs $ $ ,000 lbs $ $ Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes.

16 Page 16 Worcester Rates and Charges VOTED: Upon a motion duly made and seconded, it was To establish the following Rates and Charges at Worcester Regional Airport, effective July 1, 2017: Terminal Rental/Use Rates: General Terminal Area Counter Area Avio Bridge Use $13.20 PSFPY $17.21 PSFPY $17.21 per outbound use Landing Fees Commercial/Transient Aircraft 0-5,000 lbs. $0.00 5,001-10,000 lbs. $10.71 flat rate Over 10,000 lbs. $1.18 per 1,000 lbs. Aircraft Parking Fees - Commercial/Transient Aircraft 0-40 Feet Wing Span $ hrs Feet Wing Span $ hrs Feet Wing Span $ hrs Feet Wing Span $ hrs. Over 100 Feet Wing Span $ hrs. *Scheduled Commercial Aircraft are exempt for scheduled same day turns T-Hangar Rates $334.00/month Tie-Down Rates Single Engine Twin Engine Fuel Flowage Fee Aerodrome Permits $75.00 per month $ per month $0.09 per gallon Jet A Fuel $0.05 per gallon AvGas $20.00 per sticker per year Rental Car Charges Terminal Counter Wash Bay Ready Car Parking $17.21 per square foot $ per month $14.28 per space per month Commercial Parking Rates $7.00 per day $42 per week Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes.

17 Page 17 South Boston Parking Rates Upon a motion duly made and seconded, it was VOTED: WHEREAS, the Authority owns six (6) surface parking lots in the waterfront area of South Boston, identified as the Fish Pier West Lot, the Fish Pier East Lot, Lot A-2, Lot D-3, Lot H, and Lot K (collectively the South Boston Lots ), as shown on Exhibit A attached hereto and incorporated herein by reference; and WHEREAS, the Authority provides monthly parking passes in certain South Boston Lots; and WHEREAS, the Authority charges tiered daily parking rates at the following South Boston Lots, each of which is equipped with automated access/revenue control equipment: the Fish Pier West Lot, the Fish Pier East Lot, Lot H, and Lot K (collectively, the Automated Access Lots ); and WHEREAS, the Director of Administration and Finance/Secretary-Treasurer (the CFO ) upon the written recommendation of the Port Director or the Chief Development Officer, has delegated authority to allow free or reduced rate parking in the South Boston Lots for Authority events, and community and non-profit organization events; and WHEREAS, the Authority has received numerous requests to place banners on the Authority s street poles and decals on the Authority s Sidewalks in the South Boston Waterfront District promoting a public, cultural or community or non-profit events; and WHEREAS, the Authority desires to increase the existing standard monthly parking rate in the South Boston Lots, effective September 1, 2017; and WHEREAS, the Authority desires to amend the delegated authority previously given to the CFO to adjust the standard monthly parking rate to be charged at Lot D-3, effective September 1, 2017; and WHEREAS, the Authority desires to increase the monthly parking rate for seafood processing tenants on the Fish Pier, effective September 1, 2017; and WHEREAS, the Authority desires to increase the tiered daily parking rates in the Automated Access Lots, effective July 1, 2017; and WHEREAS, the Authority desires to increase the standard flat parking rates for daily parking in those South Boston Lots that are not equipped with automated access/revenue control equipment, effective July 1, 2017, and WHEREAS, the Authority desires to establish new rates for street banners and sidewalk decals in the South Boston Waterfront District effective July 1, 2017.

18 Page 18 NOW, THEREFORE, BE IT RESOLVED AND VOTED THAT: As shown on Exhibit B attached hereto and incorporated herein by reference: A. Effective as of September 1, 2017: (1) The standard monthly parking pass rate at the South Boston Lots shall be $360 per month. (2) At Lot D-3 only, upon the written recommendation of the Port Director or the Chief Development Officer, the CFO shall have the authority to adjust the standard monthly parking rate, from time to time, from a range of $330 to $360 per month. All such changes shall be communicated to the Board in the next monthly Delegation Report. (3) The standard monthly parking pass rate for overnight parking (i.e., entry after 3:00 P.M. and exit before 8:00 A.M.) at the South Boston Lots shall be $95 per month. (4) The standard monthly parking rate for the Fish Pier seafood processing tenants at the South Boston Lots shall be $165 per month (this rate is less than the 50% discount on monthly parking rate for the Fish Pier seafood processing tenants set forth in the South Boston Maritime Park Chapter 91 License). B. Effective as of July 1, 2017: (1) At the South Boston Lots with automated access/revenue control equipment, the tiered daily parking rates for both weekdays and weekends shall be as follows: $9 for 0-1 hour, $19 for 1-2 hours, $25 for 2-3 hours, $32 for 3-4 hours, and $38 for more than 4 hours. (2) At the South Boston Lots without automated access/revenue control equipment, the standard daily flat rate shall be $25 per day; provided, however, the standard flat rate charged for pre-paid reservation of blocks of the daily parking spaces in such Lots shall be $18 per parking space. (3) At the South Boston Lots that charge tiered daily parking rates, the maximum daily parking rate shall be $60 for any 24-hour period. (4) The standard flat rate for event parking in the South Boston Lots shall be $30 per space. (5) New rates for street banners and sidewalk decals in the South Boston Waterfront District promoting a public, cultural or community or non-profit events shall be established at $50 per pole or decal placement for a 30-day period sponsored by a for-profit entity, and at $25 per pole or decal placement for a 30-day period for a community or non-profit entity; provided that, upon the written recommendation of the Port Director or the Chief Development Officer, the Director of Administration and Finance/Secretary-Treasurer shall have delegated authority to allow free or reduced rates for street banners and sidewalk decals related to an Authority and/or an Authority tenant-sponsored events, or a non- Authority related community and non-profit organization-sponsored events in the South Boston Waterfront District. All other parking rates and charges for the South Boston Lots shall remain unchanged. This Vote shall authorize the Chief Executive Officer and Executive Director, the Director of Administration and Finance/Secretary-Treasurer, the Assistant Secretary-Treasurer, the Port Director, and the Chief Legal Counsel, acting jointly or singly, to take such actions as may be necessary and appropriate to implement the provisions of this Vote. Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes.

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22 Page 22 Maritime Department Tariff Rates and Incremental Container Volume Incentive Program Upon a motion duly made and seconded, it was VOTED: To increase and make other changes to the Marine Terminals Tariff rates for services at: (a) (b) the Paul W. Conley Marine Terminal as more particularly set forth under Container Tariff No. 1 (a/k/a the Conley Terminal Tariff ) attached hereto as Schedule A and incorporated herein by reference, to be effective as of October 1, 2017; and the Flynn/Cruiseport Boston at the Black Falcon Terminal and all other marine terminal facilities of the Authority that are regulated by the Federal Maritime Commission as more particularly set forth under Terminal Tariff No. 2 (a/k/a the Flynn/Cruiseport Boston Tariff ) attached hereto as Schedule B and incorporated herein by reference, to be effective as of January 1, 2018 unless otherwise specifically set forth therein; and To establish a Terminal Throughput Rates and associated per-container fees as set forth in R66 of the Conley Terminal Tariff attached hereto as Schedule A, to provide default container rates and charges that are similar in structure to contract rates and charges for those container shipping lines which have no written agreement with the Authority, to be effective as of October 1, 2017; and To establish an Incremental Container Volume Incentive program as set forth in R67 of the Conley Terminal Tariff attached hereto as Schedule A, which program offers financial incentive to container shipping lines to increase their respective container volume over the prior year s level, to be effective as of July 1, 2017 through June 30, 2018; and to authorize the Chief Executive Officer and Executive Director, Director of Administration and Finance, Port Director and Chief Legal Counsel or their respective designees to take such steps as may be necessary and appropriate to implement the Incremental Container Volume Incentive program, which shall be consistent with and contain substantially similar terms and conditions as those described in said R67, and such other terms and conditions as are not inconsistent with this Vote, but are deemed necessary or desirable by the aforesaid parties. Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes.

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30 Page 30 Logan Fuel Flowage Fee Upon a motion duly made and seconded, it was VOTED: To establish the following Fuel Flowage Fees on the sale of fuels and lubricants at Boston-Logan International Airport, effective July 1, $0.21 per gallon of Jet A Fuel $0.21 per gallon of Avgas 100LL Fuel $0.21 per gallon of Automotive Fuel; and $0.21 per gallon of Aviation/Automotive Lubricants Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes.

31 Page Revenue Bonds, Refunding Bonds, and Plan of Finance Mr. Pranckevicius noted that the rating agencies had affirmed the Authority s bond rating. VOTED: Upon a motion duly made and seconded, it was

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58 Page 58 Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes.

59 Page 59 Assent Agenda MPA AP1716-C1 Fire Alarm Testing, Maintenance and Repair Services Contract, Authority-wide Upon a motion duly made and seconded, it was VOTED: To authorize the CEO & Executive Director, Secretary-Treasurer or Assistant Secretary- Treasurer to execute on behalf of the Authority an agreement for MPA AP1716-C1 Fire Alarm Testing, Maintenance and Repair Services with SimplexGrinnell LP in the not-toexceed amount of $6,143, The agreement shall be for a three year period and shall contain such other terms and conditions as the person executing in accordance with this vote deems necessary or desirable. Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes. MPA A197 Infrastructure Asset Inventory and Maintenance Management System Authoritywide, East Boston, MA, Final Project Budget Upon a motion duly made and seconded, it was VOTED: To authorize the CEO & Executive Director, Secretary-Treasurer or Assistant Secretary- Treasurer to take all actions necessary or desirable and to execute all agreements necessary or desirable in order to continue with and complete the Authority's Capital Project known as the Infrastructure Asset Inventory and Maintenance Management System (MPA A197) subject to the following conditions: funds expended for the Infrastructure Asset Inventory and Maintenance Management System Capital Project shall not exceed $8,150, (the "Approved Final Budget"), as shown on the Financial Summary presented at the Board Meeting on June 15, 2017; the Director of Capital Programs and Environmental Affairs shall provide to the Board annual updates on expenditures, contract amendments and change orders related to the Infrastructure Asset Inventory and Maintenance Management System Capital Project and shall report back to the Board if at any time during the life of the Project it appears likely that the Project will exceed the Approved Final Budget; and the Director of Capital Programs and Environmental Affairs also shall report any material changes to the scope of work for the Capital Project as described in the back up materials presented at the Board Meeting on June 15, The CEO & Executive Director shall obtain all necessary permits and approvals and shall conduct all required environmental reviews prior to the execution of any agreement or to the commencement of any action all as may be required by law. Any agreement arising out of this vote shall contain such other terms and conditions as the person executing in accordance with this vote deems necessary or desirable. Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes.

60 Page 60 IT Help Desk Support Services Contract Upon a motion duly made and seconded, it was VOTED: To authorize the CEO & Executive Director, Secretary-Treasurer or Assistant Secretary- Treasurer to execute on behalf of the Authority an agreement with RetroFit Technologies, Inc. for IT Help Desk Support Services in the not-to-exceed amount of $2,640, for a three year period. The agreement shall contain such other terms and conditions as the person executing in accordance with this vote deems necessary or desirable. Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes. SkyWest Airlines Operating Agreement Upon a motion duly made and seconded, it was VOTED: To authorize the CEO & Executive Director, Secretary-Treasurer or Assistant Secretary- Treasurer to execute on behalf of the Authority, conditional upon receipt of all required documentation, an agreement with SkyWest Airlines, Inc. or to take such other action as may be deemed appropriate to allow SkyWest Airlines, Inc. to conduct operations at Logan International Airport. SkyWest Airlines, Inc. will pay all applicable fees established by the Authority for use of airport premises, including, but not restricted to, landing fees, parking fees, rental charges for terminal or other space at the Airport, and such other charges and fees as the Authority has established or may establish from time to time. Before the agreement is executed, or SkyWest Airlines, Inc. is otherwise authorized to commence operations, SkyWest Airlines, Inc. shall have valid and current certifications and authorizations from all state, federal and other governmental regulatory bodies for the aircraft used and the aircraft operation conducted, and the operating agreement shall be subject to cancellation or termination by the Authority. The agreement shall contain such other terms and conditions as the person executing in accordance with this vote deems necessary or desirable. Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes.

61 Page 61 Rectrix Commercial Aviation Services Operating Agreement Upon a motion duly made and seconded, it was VOTED: To authorize the CEO & Executive Director, Secretary-Treasurer or Assistant Secretary- Treasurer to execute on behalf of the Authority, conditional upon receipt of all required documentation, an agreement with Rectrix Commercial Aviation Services or to take such other action as may be deemed appropriate to allow Rectrix Commercial Aviation Services to conduct operations at Worcester Regional Airport. Rectrix Commercial Aviation Services will pay all applicable fees established by the Authority for use of airport premises, including but not restricted to landing fees, parking fees, rental charges for terminal or other space at the Airport, and such other charges and fees as the Authority has established or may establish from time to time. Before the agreement is executed, or Rectrix Commercial Aviation Services is otherwise authorized to commence operations, Rectrix Commercial Aviation Services shall have valid and current certifications and authorizations from all state, federal and other governmental regulatory bodies for the aircraft used and the aircraft operation conducted, and the operating agreement shall be subject to cancellation or termination by the Authority. The agreement shall contain such other terms and conditions as the person executing in accordance with this vote deems necessary or desirable. Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes. FY16 GFOA Certificate of Achievement for Excellence in Financial Reporting No discussion.

62 Page 62 Executive Session Upon a motion duly made and seconded, it was VOTED: That the Authority enter executive session to consider the purchase, exchange, lease or value of real property, specifically regarding the Massport Marine Terminal Parcel 4, Parcel K, and Massport Marine Terminal Millennium Parcel 5, since a discussion in open session may have a detrimental effect on the negotiating position of the Authority; and That the Authority enter executive session to discuss the deployment of security personnel or devices, or strategies with respect thereto. Members Angelini, Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes. Mr. Angelini stated that the Authority will not reconvene after Executive Session. The public session adjourned at 11:30 A.M. Michael A. Grieco Assistant Secretary-Treasurer

63 Page 63 List of Documents and Other Exhibits Used in Public Session 1. Board Book 2. PowerPoint Presentation Slides