Special Public-Private Partnership
Infrastructure Oversight Commission
February 24, 2014, 1:00 p.m.
MassDOT Boardroom, 3rd floor
Ten Park Plaza
Boston, MA 02116
Meeting Minutes
Commission Chairman Alan Macdonald, Valerie Mosley, John Olver, Joseph
Dorant, John Vitagliano, David Luberoff, David Saltiel
Members:
Present:
Chairman Macdonald, Commissioner Mosley (by telephone), Commissioner
Olver, Commissioner Dorant, and Commissioner Luberoff
(Commissioner Vitagliano was not present).
Quorum Present:
Yes
Other Participants:
Dana Levenson, Owen Kane
Others Present:
Eileen Mattis
PROCEEDINGS:
I.
Call to Order by Chairman Macdonald
Chairman Macdonald called the meeting to order.
II.
PROCEDURAL ITEMS
 Approval of Minutes of December 4, 2013. Commissioner Dorant asked to be recorded as
in opposition to the “Twinning”proposal and the “Route 3 tolling” proposal in a Motion to
Amend the minutes.
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On motion duly made and seconded; it was
VOTED: that the December 4, 2014 Minutes be amended;
On motion duly made and seconded; it was
VOTED: that the December 4, 2013 Minutes be approved, with one recommendation for a motion
to amend.
III.
DISCUSSIONS:
 Update of Potential PPP Projects Reviewed To Date.
1.
Rest Stops
2.
Route 3 South
3.
Twinning of Sagamore Bridge
4.
Rest Stops
Dana Levenson indicated this was the sixth meeting of the Special Public-Private Partnership
Infrastructure Oversight Commission. He further noted that the Commission is seeking to get RFPs on
three issues: Rest Stops, Route 3 South and the Twinning of the Sagamore Bridge put before it. Mr.
Levenson also noted that the January 22, 2014 meeting was canceled due to inclement weather.
Mr. Levenson said that KPMG was asked for “next steps” for each project. A PowerPoint of the
recommended Next Steps was provided. (This PowerPoint is on file.) He indicated the Highway
Division is already in the process of vetting the environmental situation. He believed the RFP will
cover everything but the environmental resolution. Mr. Levenson believes this would be a concern,
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but not a detriment to those who would be submitting RFPs. Commissioner Macdonald said they did
not want to wait till September to hear about benchmarks, but would like to get information before
that. Mr. Levenson asked that the PPP Commission, this summer, review a draft concession
agreement if that is going to govern the operation of the asset for the next 25 years or so. He asked if
that would be acceptable to the PPP Commission. Commissioner Macdonald said he would be more
comfortable having a firm date (versus just “summer”) when the Commission will meet and
benchmarks will be discussed, etc. Commissioner Luberoff asked if it would be appropriate to look at
preliminary documentation to discuss if a project is viable. Commissioner Olver thought it would be
absolutely necessary to have such meetings prior to being presented with documents to which the
Commission had to respond.
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Mr. Levenson said the challenge is to get the RFP for banking services out there, and DOT will be
looking for legal assistance, and a traffic and revenue study to be done, the latter being, perhaps, the
most important study to be done for the purposes of the PPP Commission determining viability of
projects. The chosen banking services firm would present these various analyses. Mr. Levenson
wanted to spare the PPP Commission a huge number of meetings, but he felt at least 2 or 3 meetings
prior to October would be important to get from the discussion to construction phases.
Commissioner Saltiel felt it would be best that the Commission members plan to receive any
materials at least 7 days before the meeting.
Commissioner Macdonald felt that meeting by May would allow enough time for substantial
information be accumulated and still allow time to do their work. Commissioner Olver suggested
May, July and September as meeting dates. He also asked if there were any designated funds in the
most recently passed Bond Issue or the 5 Year Plan for 2014-18 for the state’s part of any of these
projects as PPPs? Mr. Levenson said right now there is not, as they are not sure what that number
would be. Once the number is known, Mr. Levenson indicated, we will program that into the Capital
Investment Program (CIP). These were all noted to be very useful assets. If the Environmental
Process is 12-18 months, but we would like to have something in hand from potential vendors once
the environmental process is done, we would like those sooner than later. As to whether that can be
done, Mr. Levenson said, that would be determined once we gather a team. They may recommend
slowing down the entire process if they feel there is nothing the market can do without the
environmental piece firmly set.
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Mr. Levenson said there would be use of both internal and external counsel. Our internal counsel has
knowledge of DOT, but external counsel would have experience in dealing with PPPs.
Commissioner Saltiel asked how many documents do they want to see…do they want to see interim
documents, just final documents, etc. before procurement begins? He felt seeing the business case
development as it progressed, receiving it as it is done, in preparation for a meeting would be best,
rather than just at meetings. Mr. Levenson cautioned that these are immensely challenging projects,
and it may require a great deal of his staff’s time. The Commissioners said that the PPP Commission
realizes the time commitment involved and wants to proceed. Commissioner Olver asked about
KPMG’s involvement. Mr. Levenson indicated there would be three different advisors for each of the
three different projects. There are different levels of expertise at different advisors. The decision
could be for KMPG but it will be three different companies. All firms will be welcome to bid. Mr.
Levenson said taking one’s time is very important to the success rate of PPPs.
Commissioner Saltiel said he doubted much information could be determined before May.
On motion duly made and seconded; it was
VOTED: that the PPP Commission meet in May 2014 and July 2014, with further meetings being
scheduled at the July meetings. The vote was unanimous.
Commissioner Luberoff put forth after the vote that he was concerned that rather than putting out
$1M contracts to firms to ascertain the political and environmental feasibility of doing these projects,
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should we just wait for the outcomes to be determined before setting out an RFP? Commissioner
Mosley said that if the projects are worthwhile, political considerations should be ancillary. Mr.
Levenson indicated these projects have already been pretty much vetted and that a considerable
number of people on the Cape are already in favor of these projects. However, formal public input
will be required. He thought it was best to spend the money and have the environmental review
running time wise along with banking, legal advisory, and having the RFQ out there, etc.
There was a discussion of the rest stops and the highway assets. They indicated a consortium
contacted MassDOT about potentially building a managed lane on Route 3 South. Mr. Levenson
indicated that he thought that there was still interest. The bridge twinning has become a very high
profile project. The Commonwealth does not have the capacity to finance these deals, though, due
to various other projects. The only way to do this is for others to do the construction and financing.
Commissioner Olver asked about the input of the various planning agencies on these projects…the
managed lane and the bridge. Dana Levenson said that unlike a normal federal project with federal
funding, this is different as there is no federal funding and minimal Commonwealth funding. We will
get the planning agencies input and the general public’s input but these do fall outside the norm as
PPPs. The projects do still have to go through the MEPA process, a fairly stringent environmental
review. It will be up to DOT to go forward with any RFPs, not the PPP Commission. It was noted that
adequate public outreach in these projects is very important. Commissioner Luberoff asked about
preliminary reactions from the public. Dana Levenson said that the regional transit authority and the
planning authorities on the Cape are positive, but there has been no formal outreach; this feedback is
only the result of media articles at the moment.
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Commissioner Olver asked about the study by the PEW Center on the States and the Rockefeller
Foundation as to whether that has been looked at by the DOT(a copy of this is on file). This report
looked at procedures in all 50 states on issues of safety, access to transportation systems, mobility,
job creation, affordability, environmental protection and preservation of the assets/state of good
repair. They found among the 50 there were three results, those states “doing very well”, those
“doing adequately” and those “doing poorly.” Massachusetts was in the middle group.
Commissioner Olver indicated Massachusetts was downgraded on commerce, jobs and economic
development and on access. Mr. Levenson said that there is a large emphasis on keeping things in
good repair in this state and he suspected we would progress up the list when the next study is
released. He also said he will have DOT policy analysts take a look at the report.
Commissioner Dorant spoke about the Transportation and Infrastructure Committee in Washington,
D.C., which has announced the formation of a special panel on PPPs. He noted that Congressman
Michael Capuano is one of the ranking members on the panel, which will examine the current state of
PPPs in the US relative to delivering infrastructure projects which are beyond the capabilities of
government agencies. Commissioner Dorant suggested possibly having Congressman Capuano speak
to the group, perhaps in July.
Owen Kane indicated that any of the documents noted in the meeting would be available to the
public.
IV.
New Business
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 Discussion of and Defining of “Success” of PPPs
 Discussion of PPP Commission Processes Going Forward
There was a discussion of the definition of success for the PPPs and the risks and rewards of such
projects. Commissioner Saltiel said the success of a PPP can be looked at from a few different angles:
how valuable the PPP is in alleviating the budget crunches the Department has -- can it help the
department further its mission for fewer dollars, but a PPP is not successful if the private entity does
not make a reasonable return on its investment. For example, it could be done but if it is not
successful there will not be another. Second, are the constituents happy with what they get from the
PPP project, and if we fail, the department has not done its job. Third, if this Commission is
successful, there are a lot of other things the Commonwealth could do with PPPs considering the
constraints of the state’s available funding. He noted that Congress might want to re-consider the tax
write-off aspect of PPPs. There could be with PPPS involved with operation and maintenance, not
just construction. Such PPPs might be more workable outside the DOT sphere, but there could be
many others. It is critical that the ones recommended be the ones with the greatest probability of
success.
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On motion duly made and seconded; it was
VOTED: that the meeting be adjourned.
V.
Adjourn.
Documents
MassDOT “Necessary Steps to RFP-Route 3 South, Highway Real Estate Assets, Twinning of Sagamore
Bridge” (1/22/13)
The Rockefeller Foundation/The PEW Center on the States: “Measuring Transportation Investments:
The Road to Results”
Press Release: “Shuster, Rahall Announce Public-Private Partnerships Special Panel”
MassDOT Fiscal Dept.: Request for Proposal (RFP) Investment Banking Advisory Services (Document
No. MDOTBOSTON2, Release Date: 2/21/04”
InThePublicInterest.org: “Infrastructure Justice: Building Equity into Infrastructure Financing”
(January 2014)
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