The City's Agreement with MassDOT and MBTA regarding funding contribution agreement for Green Line Extension Project

7. The City has agreed to participate in the Project by contributing to MassDOT twenty-five million dollars ($25,000,000) (the “City’s Contribution”) toward the Project Funding Gap, subject to appropriation of the City Council and the requirements of this Agreement. The City’s Contribution is made with the expectation of one or more other contributions from Commonwealth municipalities (collectively, the “Municipal Contributions”) pursuant to agreement(s) on substantially similar terms as those set forth in this Agreement; and

8. The Parties agree that the relocation and operation of the Lechmere Station is of critical importance to the completion of the Project and that such relocation and re-opening of the Lechmere Station shall be completed as soon as possible; and

9. MassDOT has the authority to accept grants, loans, advances and contributions of funds from any source under Mass. Gen. L. c. 6C, s. 3(30); and

10. The MBTA has the authority to accept gifts, grants and loans from, among other entities, any local government under Mass. Gen. L. c. 161A, s. 3(h); and

11. The Parties desire to memorialize certain agreements, understandings and covenants as set forth in this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows: AGREEMENT A.

Details of the Project; Role of the MBTA

MassDOT represents that the Project is being planned as shown and described on Exhibit A, and will consist of seven (7) stations, including a new relocated Lechmere Station in Cambridge, all of which will be designed and constructed in accordance with MBTA standards and the Project Approvals.

The MBTA has been charged with the responsibility to design and construct the Project. Once constructed, the Project will thereafter be owned, operated and maintained by the MBTA as a part of its rapid transit system, including stops for inbound and outbound trains at each station during standard MBTA service hours consistent with MBTA policies and practices.

B.

The Green Line Extension Project Cambridge Participation Expendable Trust

Not later than November 1, 2017, the Secretary of MassDOT shall create the

Green Line Extension Project Cambridge Participation Expendable Trust (the “Trust”)

substantially in the form attached to this Agreement as Exhibit B.

The Trust shall exist for the sole purpose of holding the City’s Contribution.

The City’s Contribution shall be deposited by MassDOT into the Trust and shall be used exclusively for paying the costs of planning, permitting, designing and constructing (the “Permitted Uses”) the portions of the Project that are located in the City, including costs related to a new Lechmere Station to be built in a new location as shown on the Project Plan (the “Cambridge Portion of the Project”).

MassDOT shall provide to the City a detailed schedule for the completion of the Project at the Start of Construction (the “Initial Project Schedule”), and shall update the City on the status of the schedule and cost of both the Project and the Cambridge Portion of the Project on a regular basis, but not less than semi-annually. As used in this Agreement, the phrase “Start of Construction” shall mean the date that the MBTA issues a Notice to Proceed to the design- build entity selected to design and construct the Project.

MassDOT shall be authorized to request from the Trustee of the Trust the withdrawal of some or all of the City’s Contribution, at one time or multiple times, for either the initial payment or reimbursement of costs related to the Cambridge Portion of the Project, and shall, at the City’s request, document all such withdrawals to the City’s reasonable satisfaction, and shall, not later than April 1 of each year during the term of this Agreement, provide to the City a financial accounting of the status of the Trust. C.

The City’s Contribution

Subject to appropriation by the City Council, the City’s Contribution shall be made to MassDOT in five (5) equal annual installments of $5,000,000 beginning on March 1, 2018 (each, an “Annual Contribution”) and continuing on November 1 for the next succeeding four (4) years until the full amount of the City’s Contribution shall have been paid; provided, however, that the City’s obligation to make the City’s Contribution shall be delayed if the “Start of Construction” on the Project has not occurred by March 1, 2018.

In that event, the City’s Contribution shall be due thirty (30) days after the Start of Construction and each Annual Contribution shall be due one (1) year thereafter; provided, however, that in the event the Start of Construction is delayed beyond March 1, 2018 and occurs in July, August or September of 2018 or any subsequent year, the first Annual Contribution will be due on November 1 of that year, and each Annual Contribution shall be due one (1) year thereafter.

MassDOT shall deposit each Annual Contribution into the Trust.

In the event that the Total Costs of the Project, at the Close-Out of the Project (as defined below), are determined by MassDOT to be less than $2.3 billion (the difference between the actual lesser amount of the Total Costs of the Project and $2.3 billion, referred to as the “Project Savings”), the City’s Contribution shall be reimbursed to the City by the same

percentage of its participation in the Project Funding Gap, pari-passu in relation to any Municipal Contributions. By way of example, if the Project is ultimately determined by MassDOT to have cost $2.275 billion such that the Project Savings shall equal $25 million, and the other Municipal Contributions are $50 million, then the City shall be reimbursed 33% of the Project Savings, or $8,333,333.

Such reimbursement shall be made by MassDOT not later than three (3) months following the conclusion of the Close-Out of the Project. For the purposes of this Agreement, the phrase “Close-Out of the Project” shall mean that date that all obligations under the Full Funding Grant Agreement between the MBTA and the Federal Transit Administration, as the same may be amended, have been satisfied.

In the event that the MBTA achieves the Start of Construction, thereby triggering the City’s obligations to make the Annual Contribution, the following shall apply:

(a) if the relocated Lechmere Station as set forth in the Project Plan is not open to revenue service on or before a date which is ten (10) years from the Start of Construction, MassDOT shall reimburse to the City, not later than six (6) months following such deadline, the City’s Contribution; and

(b) if the progress on the Cambridge Portion of the Project is delayed for more than six (6) months from the date specified in the Initial Project Schedule, the City shall be authorized to suspend payments of Annual Contributions for a period of time corresponding to such delay.

D.

Third Party Contributions; Conditions of Agreement; Remedies