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5. Advisory Board Meeting - April 22, 2019

APPROVED Advisory Board Meeting Minutes

Monday, April 22, 2019

The MetroWest Regional Transit Authority (MWRTA) Advisory Board met on Monday, April 22, 2019 at 11:00 am, at 15 Blandin Avenue, Framingham, MA, at the call of Joseph Nolan, Advisory Board Chair/Wayland.

A roll call of members present was conducted. In attendance were: Ed Burman/Ashland - Clerk, James
Errickson/Natick, Debra Galloway/Sudbury, Brian Herr/Hopkinton, Jack Hunter/Hudson, William
Kingkade/Milford, Jean MacQuiddy/Weston, Jay Marsden/Holliston – Vice Chair, Carole Mullen/ Hopedale,
Joseph Nolan/Wayland – Chair, Cheryl Tully Stoll/Framingham.

Not in attendance: Kathleen Bartolini/Southborough, Ellen Gibbs/Wellesley, James Gorman/ Sherborn, Craig
Hughes/Dover, Nick Milano/Marlborough, Susan Stocker/Disabled Community.

Also in attendance: Ed Carr/Administrator, Eva Willens/Deputy Administrator, Sara Scully/Asst. Deputy
Administrator, John Glynn/CFO, Patrick Moynihan/ General Counsel, Joy Glynn/Grants Management, Daniel
Fitch/IT Consultant, Andrea Mondor/Accts Payable, Ieshia Price/Travel Training.

Kiessling Transit, Inc.: Chuck Curran/General Manager / Public Attendees: Ed Bertorelli/Milford and Paul
Spooner / MWCIL.

Chairman Joe Nolan, presiding, declared a quorum was present, the meeting was called to order at 11:02 am.

Minutes of the previous meeting:

A motion was made by Joe Nolan: Approval of minutes from the last Advisory Board Meeting of January 28, 2019. Second. The vote was unanimous.

Public Questions/Comments:A request was made by Mr. Nolan for any public comments from the audience. With no comments being expressed, the meeting continued.

Administrator’s Report:

The Administrator introduced Paul Spooner, Executive Director of the MetroWest Center for Independent
Living (MWCIL), who is present to discuss with the board how to address attracting a member of the
disability community to serve on the board as required under Chapter 161 B.

The Administrator reminded the Board that he was appointed by the Governor of the Commonwealth to serve
on the RTA Task Force. There are a 12 members serving on the RTA Task Force, 20 meetings were held, and
a RTA Report was generated. The Task Force offered 24 recommendations regarding funding and operations of the RTA for the future. The most sweeping recommendation was the requirement that the RTAs in order to receive funding each year must enter into a memorandum of understanding with MassDOT outlining specific performance goals. A question was raised as to the future of the RTA Task Force and the possibility of future additional funding for all RTAs. The Administrator noted that the legislative RTA caucus, a bipartisan group of State Senators and Representatives, has offered an amendment to the Governor’s budget increasing RTAs state funding from $84M to $90.5M. The Senate is sympathetic to $90.5M. Once the House and Senate has agreed on the amount, it will go to the Governor.

The last state budget included $82M which was split among the RTAs. Two million dollars is allocated to
Worcester and Springfield operating deficits. Four million dollars is designated to competitive discretionary
funds and distributed by MassDOT to competing RTAs. In response to the MassDOT issued RFP for the
distribution of these funds, MWRTA received $600,000 in operating grants and $100,000 in capital grants.
The first operating grant is for the Route 20 Pilot Shuttle that will run from Marlborough to Riverside. If the
pilot is successful, it is the intent of the Authority to establish this shuttle as a fixed route service. The second
grant is for IT to design a commuter app for First Mile/Last Mile (FMLM) services. The app will deliver
bus/commuter rail real-time location as well as any delays. If we enhance this technology, it will increase
ridership and provide a more reliable service.

A question was raised as to whether the reason that Springfield and Worcester run a deficit was due to
operation or ridership issues. It was also suggested that poorer performing RTA’s seem to get rewarded for
their inadequacies. The Administrator responded that while the MWRTA is “a well-oiled machine”,
Springfield and Worcester are much larger RTA’s and have multiple issues that the MWRTA does not have to
confront.

.

Administrator's Contract:

Patrick Moynihan, General Counsel, presented the Administrator’s contract for review and approval by the

Board. Counsel walked the Advisory Board through the process followed to come to this point. He noted that
the Chairman created a subcommittee consisting of member’s Ed Burman, Jay Marsden, and Joe Nolan,
charged with negotiating the new contract and that the subcommittee held two meetings to first review the
2016 contract currently in effect and recommend changes to be presented to the Administrator relative to the
term and the compensation. The proposed new contract was then submitted to the Administrator for his
review and counter proposal, after which a second meeting was held between the subcommittee and the
Administrator for the purpose of working out the details and differences to come to a mutually agreed upon
final contract. Key elements and changes of the proposed contract presented now for full Board approval are
as follows:

1. Term – July 1, 2019 to June 30, 2022.
2. Compensation – Base Year (FY 2020): $157,973.96 to be increased by 5% per year during Term,

3. Voluntary Separation – Provides for optional resignation or retirement of the Administrator; upon
resignation Administrator will receive earned and unused vacation; upon retirement, which cannot
take place prior to the end of the Term, Administrator will be entitled to earned and unused
vacation, plus unused sick time at 20% of the then per diem rate; earlier retirement will be treated
as a resignation for purposes of benefit pay-out.
4. Vacation – Earned but unused vacation days are capped at 66 days (the “Accrued Vacation Cap”);
upon termination, resignation or retirement the Administrator will be entitled to payment for 75%
of the days within the Accrued Vacation Cap at the then per diem rate; during the Term, any days
earned, but unused by the end of each year that exceed the Accrued Vacation Cap, will be paid in
lump sum at 100% of the Administrator’s then per diem rate.
5. Sick – Provision added to acknowledge that Administrator has accumulated 876.25 hours of sick
time; during the Term the Administrator will accumulate additional sick time at a rate of 6.25
hours per month; no cap on accumulated sick time.
6. Auto Allowance – Increased for the first time from $5000.00/year to $6500.00/year.
7. Administrative Provisions – Clarification of the personnel subcommittee role and timetable for
future contract negotiation; indemnification provision amended for consistency with state law.

Question was raised as to how this proposed contract compares with other RTA Administrators in the state.
The Chairman responded that the MWRTA Administrator’s salary would be at the top 10%, but not the
highest. He noted that Mr. Carr has done an excellent job and that the proposed increase is well deserved..
Board member asked whether there are any contingency plans if the Administrator should retire or resign. The
Board was advised that the Deputy Administrator and the team can manage the RTA pending the search for
and selection of a successor. It was noted that the Administrator is incentivized to remain in the position
through the end of the Term in that he will not be compensated for accumulated sick time if he should resign.
A question was raised as to what the rate of pay for sick time will be upon retirement, and should the sick time
accrual rate be added to the contract. The Administrator accumulates 75 hours of sick time per year. There is
currently 876 hours on books. If the Administrator were to take no sick time through the end of the Term of
this contract, he will have accumulated a total 1,101 hours; paid off at 20%, which would be roughly 220
hours, at the maximum per diem hourly rate at the end of the contract of $83.73 (based on an 8 hour day), he
would be entitled to a payout of approximately $18,430.00. It was noted that the other state agencies and
authorities provide for 112.5 hours in sick time benefits per year based on a 7.5 hour day or 15 days per year
as opposed to the 75 hours provided in this contract, based on an 8 hour day or 9.375 days.

At the conclusion of the discussion on sick time, it was suggested that the proposed contract be amended to
include a specific sick time per diem accrual rate.

A motion was made: To approve the Administrator’s Contract as presented by Counsel with inclusion of the
sick time per diem accrual rate. Second. The vote was unanimous.

Independent Auditor’s Contract:

Consultant/CFO John Glynn:Three well qualified auditors responded to the bid for Audit Services. Cost proposals submitted ranged from $46,000, $45,000 to a low of $26,000 for the first year of the contract. Based on price and qualifications, the Evaluation Committee recommended to the Administrator that the current consultant, Roland C. Lambalot, be approved to provide independent audit services for one (1) year at a cost of $26,000, with an option for four (4) additional one year contracts at an increase of $1,000 per year.

A motion was made by Joe Nolan: MWRTA Advisory Board Approval of the Independent Auditor’s Contract as proposed under one year and four option years, at the discretion of the Administrator.

Second.The vote was unanimous.

Approval of Preliminary Draft Budget for FY2020:

John Glynn, MWRTA CFO, presented the draft FY 2020 budget for Board approval. He noted that traditionally and consistent with state law, a preliminary budget is presented to the Board in April and adjusted between April and June, when the actual state and federal funding levels will likely be known. At that time the Board will be requested to vote on the final FY2020 budget. Methodology used to create FY20 budget: 8 months closed period July – Feb, annualized the figures, then tagged on for this FY 3% growth. Expectation is MWRTA will operate without a deficit because of anticipated state contract assistance and local assessments.

Several questions were raised concerning the current draft:

Q: Have we broken even in the past? Do we anticipate the same amount of federal assistance? / A: We’ve always broken even operationally. However, under GASB standard 68, we run at a small deficit each year because of unfunded liability of retirement. From an operating standpoint we break even every year. At this point we anticipate receiving level funding of federal assistance

.
Q: Why did advertising costs drop by 11% / A: Overall our cost decreased and ad revenue increased.
The board will be meeting again close to June 30th to adjust this year’s budget and affirm next year’s budget. We are currently operating at 2% over budget through March. $700,000 in anticipated state discretionary funds are not as of yet included in this budget.

Q: Are the discretionary funds paid in a lump sum? / A: No, they are paid over time with an invoice.

Q: Will there be a performance matrix on the Route 20 Sudbury Expansion? / A: Yes. We’ll have Sudbury give a report on the performance at the next meeting.

A motion was made: To accept the preliminary FY20 budget as presented. Second. The vote was unanimous.

Discussion off Disable Representative to the AB:

The Administrator invited Paul Spooner, Executive Director of the MetroWest Center for Independent Living (MWCIL) to join in the discussion of how to successfully implement the requirements of MGL c. 161B with respect to having a member of the disabled community as a voting member of the Advisory Board. Mr. Spooner explained the role of MWCIL, including the core services it provides for people with disabilities to improve their practical skills, information referral services for disability programs, peer support, peer counseling, and advocacy services. MWCIL also provides transitional assistance to people; working closely with school systems in 26-town service areas for kids 14-22 transitioning out of school to adult services. It also assists with relocation from nursing homes and other institutional settings to the community. Working with all ages and disability types to locate services, MWCIL is a diverse group of individuals who are active in ensuring disability rights. Accordingly, MWCIL would be willing to assist in addressing the dilemma concerning having a representative of the disabled community on the board and would make a commitment to serve as a member, if the Advisory Board so chooses.

General comments from the board members indicated that there is a recognized need to fill the disabled community member spot and that MWCIL would be a good fit. General Counsel stated, however, that as a legal matter simply appointing a representative from MWCIL to the board does not comply with requirements of the statute. That’s not to say that the board can’t invite someone from MWCIL to advocate for the community, but that person will not have a voting right.

A general discussion then ensued regarding the failure of the law as written to meet the needs of the disabled community and that MWRTA and MARTA should work to change the statute so that the RTA boards could be in a position to substitute each community’s rotating disability community member with a representing from organizations like MWCIL. A question was then raised as to whether the board could adopt a bylaw that gives the community with the rotating appointment the right to designate a representative from MWCIL. Mr. Moynihan stated that such a bylaw would be beyond the scope of the authority of the board in that it would have effect of circumventing state law. However, the board could adopt a bylaw providing an ad-hoc member from MWCIL to advocate for the disability community at board meetings to help inform the board’s decisions. Such a member would not have a vote.

In the meantime, the board could pursue a change in the statute to allow for the kind of representation from the community, such as the ability to appoint MWCIL, that is intended by the law.

When asked whether the board could take a parallel track and invite MWCIL to be ad-hoc in interim, Mr. Moynihan responded in the affirmative.

A question was then raised as to whether under current law the board can determine on its own how the rotation will work and for how long. Mr. Moynihan stated that the law is clear and, as currently written, every community shall on a rotating basis appoint one person to serve for one year only and then it moves on to the next community in the rotation. A person cannot service for 2 years in a row. The intent of the law is to spread out the advocacy to each member community. We could request MWCIL recommend people within the member communities as a way in which to possibly attract candidates.

A motion was made: To amend the MWRTA bylaws to allow for a representative from MWCIL to serve as an ad-hoc non-voting disability community advisory member on the MWRTA Advisory Board. Second. The vote was unanimous.

Board Member Comments:

The representative from Framingham stated that the number one issue for seniors is transportation and that the senior population is growing dramatically. Framingham elderly population is falling through the cracks. Framingham is putting together a youth council to work with the City Council.

Brian Herr left at 12:12pm.

The Weston member reported that an in depth needs assessment has been done by UMass Gerontology Center, and it projects that the population of Weston in 2030 will be 31% seniors. Weston is not unique, seniors do require a great deal of transportation.

The Administrator pointed out that 50% of the operating budget is devoted to Demand Response, which primarily serves the elderly. MWRTA is paying attention to COAs and is assisting the councils on addressing transportation needs for the elderly in the various MWRTA member communities. He noted that the centralized dispatch operation has been an enormous success, and that any town can participate in our centralized reservations program.

Next Meeting:

The next Advisory Board meeting will be in June 2019 (date to be determined).

A motion was made by Mr. Nolan: To adjourn the meeting. Second: The vote was unanimous.

The meeting adjourned at 12:16 pm.

The undersigned being the duly qualified acting clerk of the MetroWest Regional Transit Authority Advisory Board, acknowledges that the foregoing minutes accurately reflect the actions taken at a legally convened meeting of the Advisory Board held on April 22, 2019.

Ed Burman, Clerk

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