GLX Project Particpation Agmt FINAL 11.10.16 — File 202364

1 PROJECT PARTICIPATION AGREEMENT This Project Participation Agreement (this “Agreement”) is made and entered into as of November ____, 2016 by and between the Massachusetts Department of Transportation, a body politic and corporate of the Commonwealth of Massachusetts established and existing in accordance with Chapter 6C of the Massachusetts General Laws, as amended, having an address at 10 Park Plaza, Boston, Massachusetts 02116 (“MassDOT”), the Massachusetts Bay Transportation Authority, a body politic and corporate of the Commonwealth established and existing in accordance with Chapter 161A of the Massachusetts General Laws, as amended, having an address at 10 Park Plaza, Boston, Massachusetts 02116 (“MBTA”) and the City of Somerville, a municipality of the Commonwealth of Massachusetts, having an address at City Hall, 93 Highland Avenue, Somerville, MA 02143 (the “City”). MassDOT, the MBTA, and the City may sometimes be hereinafter referred to collectively as the “Parties”, or individually, a “Party”. RECITALS 1. MassDOT is the sponsor of a project to extend the MBTA’s Green Line from its current easterly terminus at Lechmere Station in Cambridge, MA to two new termini to be located at Union Square in Somerville, MA and at College Avenue in Medford, MA and to redesign, reconstruct and relocate Lechmere Station, all as set forth in the Green Line Extension Review Interim Project Management Team Final Report submitted to the MBTA Board of Directors on May 9, 2016 and included as a part of Exhibit A (the “Project”). A plan of the proposed location of the Project is made a part of this Agreement as Exhibit A (the “Project Plan”); and 2. MassDOT’s role as sponsor of the Project includes, among other responsibilities, the obligation to secure the necessary funding to complete the Project consistent with the permits and approvals that will be required for the Project (the “Project Approvals”); and 3. Once such funding has been secured, the Parties expect that the Project will be designed, constructed and thereafter owned and operated by the MBTA consistent with the Project Approvals and with the MBTA’s standard procedures with respect to the operation of its rapid transit system; and 4. The Project is currently expected to cost approximately $2.3 billion to complete, inclusive of monies that have been spent to date (the “Estimated Project Cost”), of which not less than $50M relates to the expected costs of the Somerville Portion of the Project (as defined in Section B.3 below); and

2 5. As of the date of this Agreement, MassDOT has secured funding in the amount of $2.15 billion for planning, permitting, design and construction of the Project from the Federal Transit Administration, the Federal Highway Administration (via the Boston Metropolitan Planning Organization) and the Commonwealth of Massachusetts (the “Secured Funding”); and 6. MassDOT has determined that it is necessary to identify and secure additional funding in order to complete the Project and is seeking additional parties to participate in the Project through financial contributions for the difference between the Estimated Project Cost and the Secured Funding (the “Project Funding Gap”); and 7. The City has invested several millions of dollars in the Project by assuming certain costs and tasks related to the Project that are not reflected in the Estimated Project Cost; and 8. The City has agreed to further participate in the Project by contributing to MassDOT fifty million ($50,000,000) dollars (the “City’s Contribution”) toward the Project Funding Gap, subject to appropriation by the Board of Aldermen 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 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. This Agreement is subject to the further approval of the Somerville Board of Aldermen; and 12. 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 Parties 1. MassDOT represents that the Project is being planned as shown and described on Exhibit A, and will consist of seven (7) stations on a “Medford Branch” and a “Union Square Branch”, a vehicle maintenance facility, community path, and related utility upgrades, each of which will be designed and constructed in accordance with MBTA standards and the Project Approvals.

3 2. The MBTA has been charged with the responsibility to design and construct the Project. Once constructed, the Project will be placed into Revenue Service, and 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 MBTA policies and practices. As used in this Agreement, the phrase “Revenue Service” shall mean opening of the full extent of the Project to the general public and operation of the completed Project by the MBTA in a manner consistent with the operation of MBTA’s D and E branches of the Green Line. 3. The City has been an active participant in the advocacy of the Project. To the extent that any rights of entry or grants of location are required to locate any part of the Somerville Portion of the Project within the limits of any City public way or to the extent any other City permission or approval is required in connection with any part of the Somerville Portion of the Project, the City agrees to cooperate and assist the MBTA in securing such right of entry, grant of location, permission or approval. B. The Green Line Extension Project Somerville Participation Expendable Trust 1. Not later than December 1, 2017, the Secretary of MassDOT shall create the Green Line Extension Project Somerville Participation Expendable Trust (the “Trust”) substantially in the form attached to this Agreement as Exhibit B. 2. The Trust shall exist for the sole purpose of holding the City’s Contribution. 3. 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 categorized on Exhibit C, including costs related to flood mitigation, and storm water management improvements related to the Project (the “Somerville Portion of the Project”). 4. 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 Somerville 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. 5. 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 Somerville Portion of the Project, 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; Reimbursement if Project Costs are Reduced 1. Subject to appropriation by the Board of Aldermen and to the passage of enabling legislation by the Massachusetts Legislature (the “Legislation”), the City’s Contribution shall be

4 made to MassDOT in five (5) equal annual installments of $10,000,000 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. 2. In the event the Legislation is not adopted and signed into law by December 31, 2017, but subject to appropriation by the Board of Aldermen, the City’s Contribution shall be made to MassDOT according to the payment schedule attached and made a part of this Agreement as Exhibit D (the “Alternative Payment Schedule”). Payments made according to the Alternative Payment Schedule shall begin on March 1, 2018 (each, an “Annual Contribution”) and shall continue for such time 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 under the Alternative Payment Schedule 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. 3. MassDOT shall deposit each Annual Contribution into the Trust. 4. 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 reduced 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 $25M, and the other Municipal Contributions are $25M, then the City shall be reimbursed 66% of the Project Savings, or $16,666,666. 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; provided, however, that the “Close Out of the Project” shall in no event occur later than a date which is ten (10) years from the Start of Construction. D. Delay to or Cancellation of Project 1. 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:

5 (a) if the Project is not placed into Revenue Service on or before a date which is ten (10) years from the Start of Construction, or MassDOT or the MBTA otherwise determine to cancel the Project, MassDOT shall reimburse to the City, not later than six (6) months following such deadline or such determination, the City’s Contribution; and (b) if the progress on 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. 2. The Parties agree that the City shall be authorized to connect into and use the Somerville Portion of the Project for its own purposes from and after the date of the execution of this Agreement; provided, however, that any such use of the Somerville Portions of the Project shall be made only in a manner that will not interfere with, or have a negative impact on, the MBTA’s use of the Somerville Portion of the Project; and, provided, further, that the details of the joint use of the Somerville Portion of the Project shall be set forth in a separate “Drainage Facilities Interconnection Agreement” between the MBTA and the City. E. Third Party Contributions; Conditions of Agreement; Remedies 1. The City reserves the right to secure assistance with the City’s Contribution from a variety of sources. The City’s obligations made in this Agreement are not conditioned, and shall not be made subject to, the City’s receipt of such assistance, and MassDOT shall have no obligation with respect to any such assistance. Nothing in this Agreement shall prohibit the City from providing any public records or information relating to this Agreement to any third parties. 2. The obligations of the City as set forth in this Agreement are subject to the approval and ratification by the Somerville Board of Aldermen, which approval and ratification the City agrees to seek. In the event such Board of Aldermen approval is not obtained on or before December 8, 2016, this Agreement shall be deemed to be terminated and of no further force and effect. 3. Notwithstanding any provision of this Agreement to the contrary, failure on the part of the Somerville Board of Aldermen to appropriate funds necessary to make all or any portion of the City’s Contribution in the manner and on the schedule required by this Agreement (including the Alternative Payment Schedule) shall in no way be deemed to prohibit MassDOT’s rights to pursue its remedy in Section E.4 below. 4. In the event the City fails to make any Annual Contribution when due (except pursuant to Section D above), and such failure continues for a period of ninety (90) days following receipt of notice from MassDOT, MassDOT shall have the authority to demand payment of such unpaid amounts from monies otherwise due to the City (except for such portions of local aid paid pursuant to Chapter 70 of the General Laws, “Local Aid”), including the authority to deem such unpaid amounts “State Assessments and Charges” in one or more notices to the State Treasurer that may be deducted from Local Aid otherwise payable to the City in accordance with applicable law, including, without limitation, Mass. Gen. L. c. 58, s. 20A; provided, however, that the demand of such payment and the recovery of such amounts due shall not exceed $3,000,000 for any one Annual Contribution and provided, further that such

6 limitation shall only apply if the full recovery of the amounts then owed by the City can be achieved within a four (4) year period. By way of example, if the City fails to make one Annual Contribution, MassDOT make recover such Annual Contribution by making a demand on Local Aid in an amount not to exceed $3,000,000 over the next succeeding four (4) year period. If the City fails to again make one or more Annual Contributions, MassDOT shall be entitled to recover the full amount then owed over the next succeeding four (4) year period. F. Termination. The Parties agree that this Agreement shall terminate upon the earlier of (a) the satisfaction of the Parties’ obligations hereunder and the Close-Out of the Project; or (b) in accordance with the terms of Section D.1 above. G. Successors and Assigns. The obligations and benefits of this Agreement shall be binding upon and inure to the benefit of the Parties and their successors and assigns. H. Amendments; Cancellation. No amendment, modification or termination of this Agreement shall be effective without the prior written agreement of each of the Parties. I. Severability. If any term or provision of this Agreement or the application thereto to any person or circumstance shall, to any extent, be declared to be invalid or unenforceable, then the remainder of this Agreement or the application of such term or provision to other persons or circumstances, other than those as to which it would become invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. J. Counterparts. This Agreement may be executed in counterparts and all such executed counterparts shall constitute one Agreement binding on each of the Parties, notwithstanding that all of the Parties are not signatory to the original or the same counterpart. In addition, any counterpart signature page may be executed by any Party wherever such Party is located. K. Further Assurances. The Parties each hereby agree that at any time and from time to time after the execution and delivery of this Agreement, they shall, upon the request of the other, as the case may be, execute, acknowledge and deliver such further documents and do such further acts and things as the Parties may reasonably request in order to more fully carry out the purposes of this Agreement as contemplated hereunder, including, without limitation, such additional documents

7 as may be necessary to further secure the City’s obligations to make the City Contribution as set forth in this Agreement. L. Notices. All notices, requests, demands, elections, consents, approvals and other communications hereunder must be in writing and addressed as follows (or at any other address which either Party may designate by notice): If to MassDOT: Massachusetts Department of Transportation c/o Secretary 10 Park Plaza Boston, MA 02116 and to: Massachusetts Department of Transportation c/o Chief Financial Officer 10 Park Plaza Boston, MA 02116 with a copy to: Office of Transportation Planning 10 Park Plaza, Suite 4160 Boston, MA 02116 Attention: Executive Director and to: MassDOT and MBTA 10 Park Plaza, Suite 3510 Boston, MA 02116 Attn: General Counsel If to MBTA: Massachusetts Bay Transportation Authority 10 Park Plaza, Suite 3910 Boston, MA 02116 Attn: General Manager If to City: City of Somerville City Hall 93 Highland Ave. Somerville, MA 02143 Attention: Mayor with a copy to: City of Somerville City Hall 93 Highland Ave. Somerville, MA 02143 Attention: City Solicitor

8 Any notice required by this Agreement to be given or made within a specified period of time, or on or before a date certain, shall be deemed to have been duly given if delivered by hand during business hours, mailed by certified mail, return receipt requested, postage and fees prepaid, or delivered by nationally-recognized overnight courier, shipping prepaid. A notice shall be deemed given when delivered or when delivery is refused. M. Headings and Interpretation; Definitions. The headings of the sections of this Agreement are for convenience of reference only and shall not be considered a part hereof, nor shall they be deemed to limit or otherwise affect any of the terms or provisions hereof. Reference to the singular or plural shall be deemed to include the other where the context requires. N. Applicable Law. This Agreement shall be governed by and construed under the laws of The Commonwealth of Massachusetts, with regard to choice of law provisions hereof. O. No Implied Agreement. No Party shall have any obligations in connection with the transactions contemplated by this Agreement unless both Parties, each acting in its sole discretion, elect to execute and deliver this Agreement to the other Party. No correspondence, course of dealing or submission of drafts or final versions of this Agreement between the Parties shall be deemed to create any binding obligations in connection with the transactions contemplated hereby, and no contract or obligation on the part of any Party shall arise unless and until this Agreement is fully executed by both Parties. P. Authority. Each Party hereby represents and warrants that the execution and delivery of this Agreement has been duly authorized by all requisite action.

9 IN WITNESS WHEREOF, the undersigned have executed this Agreement under seals as a Massachusetts instrument as of the date first above written. MASSACHUSETTS DEPARTMENT OF TRANSPORTATION By: ______________________________ Name: Stephanie Pollack Title: Secretary MASSACHUSETTS BAY TRANSPORTATION AUTHORITY By: ______________________________ Name: Brian Shortsleeve Title: Acting General Manager CITY OF SOMERVILLE By: ______________________________ Name: Joseph A. Curtatone Title: Mayor Approval as to Form: MASSACHUSETTS BAY TRANSPORTATION AUTHORITY and MASSACHUSETTS DEPARTMENT OF TRANSPORTATION ______________________________ General Counsel Approval as to Form: CITY OF SOMERVILLE ______________________________ City Solicitor

10 Exhibits: A – Plan of the Project plus “The Green Line Extension Review Interim Project Management Team Final Report” submitted to the MBTA Board of Directors on May 9, 2016 B - The Green Line Extension Project Somerville Expendable Trust C - Itemized List of Somerville Portion of the Project D – Alternative Payment Schedule

Exhibit A - p. 1 EXHIBIT A Green Line Extension Project Project Area Map And IPMT Final Report

Exhibit B - p. 1 EXHIBIT B The Green Line Extension Project Somerville Participation Expendable Trust The Commonwealth of Massachusetts Massachusetts Department of Transportation 10 Park Plaza Boston, Massachusetts Declaration of Trust, made as of November ___, 2016 The Commonwealth of Massachusetts Green Line Extension Project Somerville Participation Expendable Trust This DECLARATION OF TRUST (this “Declaration of Trust”) is made as of the _____ day of November, 2016 by Stephanie Pollack, as Secretary (the "Secretary") of the Massachusetts Department of Transportation (“MassDOT”) of The Commonwealth of Massachusetts (the "Commonwealth"). RECITALS 1. The Secretary is the Chief Executive Officer of MassDOT, a body politic and corporate established and existing in accordance with the provisions of section 2(a) of Chapter 6C of the General Laws and is the successor to the Executive Office of Transportation and Public Works established by section 2 of Chapter 6A; 2. Section 6 of Chapter 6A authorizes the Secretary to establish expendable trust accounts on the books of the Commonwealth for the purposes of accepting, on behalf of the Commonwealth, any funds, including grants, bequests, gifts or contributions from any person, non-governmental entity, or local or quasi-governmental entity; 3. The regulations at 801 CMR 50.00 et seq. further authorize the Secretary to adopt a declaration of trust setting forth the purposes, terms and conditions of any such expendable trust; 4. MassDOT is the sponsor of the Green Line Extension Project (the “Project”), which involves the planning, design and construction of an extension of the Massachusetts Bay Transportation Authority’s (“MBTA’s”) Green Line mass transportation facility in a manner substantially as shown on the plan attached to this Declaration of Trust as Exhibit A; 5. MassDOT has an agreement with the MBTA under which the Project, if it is constructed, will be built by the MBTA, which would thereafter own, operate and maintain the Project as a part of its Green Line rapid transit line;

Exhibit B - p. 2 6. The Secretary and MassDOT have determined that an expendable trust is required to hold funds received from the City of Somerville (the “Participating Entity” or the “City”) which has elected to participate in the Project through financial contributions (“Participating Funds”); 7. The Participating Funds may be used for any cost related to the planning, permitting, design and construction of the Project and that are deemed part of the Somerville Portion of the Project as itemized on Exhibit B (the “Trust Purposes”) and subject to the terms and conditions set forth in the Project Participation Agreement (the “Agreement”) made and entered into as of November __, 2016 by and between MassDOT, the MBTA and the City. NOW, THEREFORE, the Secretary establishes this Declaration of Trust and appoints the Trustee hereinafter identified to hold, administer and manage all Participating Funds in trust as Trustee hereunder upon the following terms and conditions: ARTICLE 1. NAME; PURPOSE OF EXPENDABLE TRUST; APPOINTMENT OF TRUSTEE; APPLICABLE LAW 1.1 Name. This Declaration of Trust establishes an expendable trust account formally designated as "The Commonwealth of Massachusetts Green Line Extension Project Somerville Participation Expendable Trust”, herein referred to as the "Expendable Trust.” 1.2 Purpose. This Expendable Trust is established exclusively for the purpose of accepting, on behalf of MassDOT and the Commonwealth, the Participating Funds from the Participating Entity to pay any cost included within the Trust Purposes. 1.3 Trustee. The Secretary shall from time to time appoint an employee of the Department to serve as the Trustee hereunder. The initial Trustee shall be David Mohler, the Executive Director of MassDOT’s Office of Transportation Planning. 1.4 Applicable Laws and Regulations. The Trustee shall administer the Expendable Trust hereunder at all times in conformity with the provisions of 801 CMR 50.00 et seq., specifically, and within the laws and regulations of the Commonwealth, generally. The provisions of this Expendable Trust shall be governed by and construed and administered according to the laws of the Commonwealth. ARTICLE 2. DEFINITIONS Whenever used in this instrument, capitalized terms shall have the meaning ascribed to them in the body of this Declaration of Trust, and, unless the context otherwise requires or specifically provides, the following additional terms shall be defined as follows: 2.1 "Comptroller" means the Office of the Comptroller established by Chapter 7A of the General Laws.

Exhibit B - p. 3 2.2 "Expendable Trust" means the account established on MMARS and with the Treasurer and Receiver-General of the Commonwealth into which are deposited monies, and assets, or both, which are held in Trust by the Trustee pursuant to this Declaration of Trust. 2.3 "Expendable Trust Fund" means the Participating Funds and all other funds, moneys and property received, held and managed by the Trustee hereunder as part of the Expendable Trust. 2.4 "MMARS" means the Massachusetts Management Accounting and Reporting System which the Comptroller has established pursuant to Section 7 of Chapter 7A of the General Laws. 2.5 "Person" means an individual, corporation, society, municipal body, association or partnership. 2.6 "Securities" include, without limitation, bonds, debentures, notes, certificates and other evidences of indebtedness, whether or not in registered form, common and preferred stocks and all other forms of certificates representing an interest or participation in any enterprise, whether or not incorporated. 2.7 "Trustee" means the person the Secretary appoints to hold, administer and manage all money and property contributed to, held by, or expended by the Trust and his successor or successors while in office and as trustee hereunder. ARTICLE 3. CONTRIBUTIONS TO THE EXPENDABLE TRUST 3.1 Acceptance of Contribution. Contributions to the Expendable Trust from the Participating Entity will be accepted into the Expendable Trust in the form tendered subject to Paragraph 4.2. Contributions may consist of grants, bequests, gifts or contributions of cash or Securities, or contributions of services or property in kind. All such contributions accepted from any such person or other entity, together with the income therefrom, shall be held, managed and administrated pursuant to the provisions of the Expendable Trust, and shall, at the City’s request, be retained in a segregated account separate and apart from other Participating Funds, and shall be used subject to the terms and conditions contained in any Project Participation Agreement with the Participating Entity. The Trustee or his designee shall provide receipts or acknowledgments in writing for all contributions received and shall be entitled to rely on estimates of value provided by contributors for contributions in kind. 3.2 Payments by Check. Checks for contributions made to the Expendable Trust shall be made out to "Commonwealth of Massachusetts/Green Line Extension Project Somerville Participation Expendable Trust.” ARTICLE 4. PAYMENTS FROM THE EXPENDABLE TRUST 4.1 Use of Trust. The Expendable Trust is established and all Expendable Trust property shall be used and expended solely for the Trust Purposes.

Exhibit B - p. 4 4.2 Distribution of Expendable Trust Fund. The Trustee or his designee shall use, apply or distribute the income and principal of the Expendable Trust Fund and any amendments thereto, in such manner and in such amounts as the Trustee or his designee, in their discretion, may determine, solely to or for the uses and purposes set forth in Paragraph 4.1 and shall make an accounting of all such use to the Participating Entity when such entity’s Participating Funds are used, applied or distributed, but an accounting of all such use shall occur at least quarterly or upon request by the Participating Entity . 4.3 Completion of Trust’s Purposes. If the uses and purposes provided in this Article 4 have been achieved or can no longer be fulfilled by the Expendable Trust, then any portion of the Expendable Trust Fund which remains unapplied or undistributed shall revert to the Participating Entity. 4.4 Termination of Expendable Trust. If and when there is no longer any property in the Expendable Trust Fund and the Trustee shall determine that such action is appropriate, the Expendable Trust will terminate upon written notice from the Trustee to the Comptroller. ARTICLE 5. ADMINISTRATIVE DUTIES AND POWERS 5.1 Management and Ownership of Assets. The Trustee or his designee shall have the responsibility for managing the Expendable Trust Fund on behalf of the Commonwealth. Title to all assets of the Expendable Trust Fund shall at all times be vested in the Commonwealth, subject to the trust established hereby. 5.2 Rights and Powers. In exercising his responsibility to manage the Expendable Trust Fund on behalf of the Commonwealth, the Trustee or his designee shall have the following rights and powers, in each case to be exercised or exercisable from time to time, in their discretion; a) To keep any or all of the Expendable Trust property in any place or places in the Commonwealth or elsewhere or with a depository or custodian at any such place or places and to maintain an office in the Commonwealth; b) To execute deeds, assignments, leases, notes, contracts or other instruments in writing, whether or not under seal, incident to any of the Trustee's powers; c) To accept and receive in trust, and combine with the Expendable Trust Fund, funds from any person or other non-governmental, quasi-governmental, or local governmental entity by gift, grant, bequest or otherwise; d) To liquidate assets or take such other actions with respect to the Expendable Trust Fund in order to make payments pursuant to Article 4 hereof; e) To procure services, property and supplies in furtherance of the purpose of the Expendable Trust subject to laws and regulations applicable to MassDOT; and f) To do all other acts in his judgment necessary or desirable for the proper administration of the Expendable Trust Fund or with respect to the investment,

Exhibit B - p. 5 disposition, or liquidation of any assets of the Expendable Trust Fund, although the power to do such acts is not specifically set forth herein. 5.3 Trustee Compensation. The Trustee shall not be entitled to any compensation other than his employee compensation for management and supervision of the Expendable Trust Fund or for fulfilling his responsibilities as Trustee of this Trust, although he shall be reimbursed for his actual, reasonable, and necessary expenses approved by the Comptroller. 5.4 Books. The Trustee or his designee shall keep full records and books of account in accordance with standard Commonwealth bookkeeping requirements and may make arrangements for the assistance of the Comptroller in connections as necessary. 5.5 Agreements with the Participating Entity Subject to this Declaration of Trust. The use of the Participating Funds deposited into the Expendable Trust may be further limited by agreements between the Participating Entity and MassDOT to which this Declaration of Trust is made subject. Notwithstanding such limitation, in the event of a conflict between the provisions of this Declaration of Trust and any such agreement, the provisions of this Declaration of Trust shall control. ARTICLE 6. AMENDMENTS The Secretary may amend or otherwise supplement this instrument only with the written consent of the Participating Entity by making a supplemental declaration of trust, which thereafter shall form a part of this Trust. Copies of the supplemental declaration of trust shall be filed as specified in Paragraph 7.3. ARTICLE 7. MISCELLANEOUS PROVISIONS 7.1 Definition of Words. Feminine or neuter provisions shall be substituted for those of the masculine form, and the plural shall be substituted for the singular, or vice versa, in any place or place where the context may require such substitution or substitutions. 7.2 Headings. Any paragraph or article headings used throughout this instrument are for convenience and reference only; the words shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provision of this instrument or any amendment to this instrument. 7.3 Filing of Copies. The original or a copy of this instrument and each declaration of trust supplement hereto shall be kept at the office of the Trustee, and the office of the Comptroller, where it may be inspected. 7.4 Fiscal Year. The fiscal year of the Expendable Trust shall be the twelve-month period ending June 30th of each year. 7.5 Effective Date. This Declaration of Trust shall be effective as of September __, 2016.

Exhibit B - p. 6 IN WITNESS THEREOF, the Secretary has executed this Declaration of Trust as of the ______ day of November, 2016. MASSACHUSETTS DEPARTMENT OF TRANSPORTATION By:___________________________ Stephanie Pollack, Secretary THE COMMONWEALTH OF MASSACHUSETTS Suffolk, ss; November , 2016 On this ______ day of ___________, 2016, before me, the undersigned notary public, personally appeared Stephanie Pollack, Secretary of Transportation, proved to me through satisfactory evidence of identification, which were _________________, to be the person whose name is signed on the attached document, and acknowledged to me that she signed it voluntarily in her capacity as said Secretary for its stated purpose. ____________________ Notary Public My commission expires:

Exhibit B - p. 7 EXHIBIT A Green Line Extension Project Project Area Map

Exhibit B - p. 8 EXHIBIT B Somerville Portion of the Project [SUBJECT TO VERIFICATION BY INTERIM PROJECT MANAGEMENT TEAM] The “Somerville Portion of the Project” shall mean those portions of the Project located in Somerville and related to certain improvements pertaining to flood mitigation and storm water management more specifically set forth below. The costs of the Somerville Portion of the Project shall include general conditions, soil and other remediation, contingency, and certain work required to be completed that remains unfinished under prior Project contracts. • Red Bridge Retention Pond and Retaining Wall US-1 • Fitchburg Mainline Drain and Miller's River Trunk Drainage • Red Bridge Pump Station (RBPS) • Washington Pump Station (WPS) • Twin 90's/ Structures from RBPS to WPS To the extent that work to construct a deep drainage facility at Washington St. to the WPS is deemed necessary by the MBTA, such work, while not currently included in the estimated costs of the Somerville Portion of the Project, will be considered to be a part of the Somerville Portion of the Project for the purposes of this Agreement.

Exhibit C - p. 1 EXHIBIT C Somerville Portion of the Project [SUBJECT TO VERIFICATION BY INTERIM PROJECT MANAGEMENT TEAM] The “Somerville Portion of the Project” shall mean those portions of the Project located in Somerville and related to certain improvements pertaining to flood mitigation and storm water management more specifically set forth below. The costs of the Somerville Portion of the Project include general conditions, soil and other remediation, contingency, and certain work required to be completed that remains unfinished under prior Project contracts. • Red Bridge Retention Pond and Retaining Wall US-1 • Fitchburg Mainline Drain and Millers River Trunk Drainage • Red Bridge Pump Station (RBPS) • Washington Pump Station (WPS) • Twin 90's/ Structures from RBPS to WPS To the extent that work to construct a deep drainage facility at Washington St. to the WPS is deemed necessary by the MBTA, such work, while not currently included in the estimated costs of the Somerville Portion of the Project, will be considered to be a part of the Somerville Portion of the Project for the purposes of this Agreement.

Exhibit D - p. 1 EXHIBIT D Alternative Payment Schedule Year Due Date of Payment Payment Amount 1 March 1, 2018 $3,069,000 2 March 1, 2019 $3,069,000 3 March 1, 2020 $3,069,000 4 March 1, 2021 $3,069,000 5 March 1, 2022 $3,069,000 6 March 1, 2023 $3,069,000 7 March 1, 2024 $3,069,000 8 March 1, 2025 $3,069,000 9 March 1, 2026 $3,069,000 10 March 1, 2027 $3,069,000 11 March 1, 2028 $3,069,000 12 March 1, 2029 $3,069,000 13 March 1, 2030 $3,069,000 14 March 1, 2031 $3,069,000 15 March 1, 2032 $3,069,000 16 March 1, 2033 $3,069,000 17 March 1, 2034 $3,069,000 18 March 1, 2035 $3,069,000 19 March 1, 2036 $3,069,000 20 March 1, 2037 $3,069,000 21 March 1, 2038 $3,069,000 22 March 1, 2039 $3,069,000 23 March 1, 2040 $3,069,000 24 March 1, 2041 $3,069,000 25 March 1, 2042 $3,069,000 26 March 1, 2043 $3,069,000 27 March 1, 2044 $3,069,000 28 March 1, 2045 $3,069,000 29 March 1, 2046 $3,069,000 30 March 1, 2047 $3,069,000 B4563052.8