Southeastern Pennsylvania Transportation Authority

SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY

AGENDA

REGULAR MEETING

To Be Held At 3:00 PM

JULY 23, 2020

1234 Market Street, Mezzanine Level

Philadelphia, PA

1. Approval of Minutes of the Regular Board Meeting of June 25, 2020

2. Financial Report

3. Resolutions

I. Election Not to Hold a Regular Meeting of the Board in the Month of August 2020 and Cancellation of the Regular and Special Meetings of the Board Scheduled For August 27,2020

II. Budget, Planning & Information Technology Committee Review

A. Amendment of the Fiscal Year 2020 Operating Budget

B. Authorization to Enter into an Agreement with PNC Bank for Renewal of a $100 Million Unsecured Line of Credit

III. Administration Committee Review

A. Authorization to Renew Purchase of Stop Loss Insurance for Medical and Prescription Drug Benefits with HCC (A Tokyo Marine Subsidiary), at an estimated annual premium of $3,877,938, and combined with IBC administrative costs (of $174,420) totaling $4,052,358, with the actual costs to be determined by specific monthly covered lives and will be paid monthly.

B. Award of Contracts Pursuant to Request for Proposals

IV. Operations Committee Review

A. Acquisition from the Estate of Tiner Hackey of a Temporary Construction Easement on Property Situated in Abington Township, Montgomery County, for Use in the Stone Arch Bridges Culvert Rehabilitation Project Agenda July 23, 2020

B. Authorization to Award Contracts for Various Procurements

C. Award of Contracts for Sole Source Procurements

D. Authorization to Execute Change Order and Amendments

4. Report of General Manager

2 7/23/20

R E S 0 L U T I 0 N

ELECTION NOT TO HOLD A REGULAR MEETING OF THE BOARD IN THE MONTH OF AUGUST 2020 AND CANCELLATION OF THE REGULAR AND SPECIAL MEETINGS OF THE BOARD SCHEDULED FOR AUGUST 27, 2020

WHEREAS, under Section 3. 02 of the By-Laws the Board by resolution may elect not to hold a regular meeting in the month of July or August; and

WHEREAS, the Board desires not to hold a regular meeting in the month of August 2020.

NOW, THEREFORE, BE IT RESOLVED, that the Board will not hold a regular meeting in the month of August 2020.

FURTHER RESOLVED, that the Board hereby cancels the regular and special meetings that are scheduled to be held on August 27,

2020.

S/Corp/Resolutions/07-2020-Cancellation-Board-August.doc

Page 1 of 1 7/23/20 REVISED

R E S 0 L U T I 0 N

AMENDMENT OF THE FISCAL YEAR 2020 OPERATING BUDGET

WHEREAS, in July 2007 the Pennsylvania General Assembly approved Act 44 of 2007, creating the Public Transportation

Trust Fund, which was intended to provide a stable and growing source of subsidies for public transportation throughout the

Commonwealth, as well as a long-term funding solution for

Pennsylvania's public transportation agencies; and

WHEREAS, shortly after the enactment of Act 44 of 2007,

SEPTA created the Service Stabilization Fund in order to sustain

SEPTA' s operations for a longer term and to provide adequate subsidy funds to maintain stable financial resources for future operating budgets; and

WHEREAS, SEPTA's enabling act at 74 Pa.C.S. § 1751 (a) requires the Board to adopt an operating budget prior to the beginning of each fiscal year; and

WHEREAS, on May 2 3, 2019 the Board adopted an opera ting budget of $1.486 billion for Fiscal Year 2020; and

Page 1 of 3 WHEREAS, for Fiscal Year 2020 staff currently projects the

Authority will realize operating budget savings of approximately

$32, 388, 000 million that were not directly related to COVID-19 budget variances including snow removal and other third party services, vehicle maintenance materials, self-insured employee medical, and prescription drug costs; and

WHEREAS, the total expense savings, along with subsidies from The Coronavirus Aid, Relief and Economic Security (CARES)

Act, helped to off set the significant passenger revenue shortfall resulting from lower ridership related to the COVID-19 pandemic; and

WHEREAS, the Finance Division has requested that the

General Manager recommend that the Board authorize management to allocate approximately $32,388,000 million to the Service

Stabilization Fund and commensurate reduction in state and local operating subsidies in the Fiscal Year 2020 operating budget, which will enable the funds to be used to subsidize future years operating expenses and budgets, under the terms set forth above and more fully described in the pertinent staff summary; and

WHEREAS, the General Manager made the recommendation to the

Board.

Page 2 of 3 NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to amend its operating budget for Fiscal Year

2020 and to allocate approximately $32,388,000 million of state and local subsidies to the Service Stabilization Fund, under the terms that are set forth within the pertinent staff summary.

FURTHER RESOLVED, that the Board hereby authorizes the

General Manager or her designee to execute all documents, in form approved by the Office of General Counsel, and to do any and all other things as shall be deemed necessary and proper in order to effectuate the purpose of this Resolution.

S/Corp/Resolutions/C7-2020-Amendme:--1'..--FY::::O:'.O-Operatir~q Budget dr.d P.l ,·:Jcdtion of tuna::; the Ser'/ __ ce Stabilization fund - REVISED

Page 3 of 3 7/23/20

R E S 0 L U T I 0 N

AUTHORIZATION TO ENTER INTO AN AGREEMENT WITH PNC BANK FOR RENEWAL OF A $100 MILLION UNSECURED LINE OF CREDIT

WHEREAS, on July 25, 2019 the Board authorized SEPTA to

enter into a $100 million unsecured line of credit with PNC Bank

("PNC") in order to effectively manage the Authority's payment

capabilities and provide liquidity throughout the fiscal year;

and

WHEREAS, the existing line of credit with PNC will expire

on August 31, 2020; and

WHEREAS, the Commonwealth's passage of Act 89 of 2013 has

resulted in continued increases in SEPTA's capital spending with

cash requirements growing at a similar rate; and

WHEREAS, the Authority typically pays for capital projects prior to receiving cash payment from the Federal Transit

Administration (FTA), the Pennsylvania Department of

Transportation (PennDOT), the City of Philadelphia and its

surrounding Bucks, Chester, Delaware and Montgomery counties; and

Page 1 of 3 WHEREAS, while SEPTA subsequently is reimbursed for these payments, the increased number of projects made possible by Act

89 has heightened cash requirements; and

WHEREAS, given the nature and timing of the capital project reimbursement process, staff believes it would be prudent to extend the $100 million unsecured line of credit with PNC for a one-year term commencing September 1, 2020 under such terms generally consistent with the existing agreement except as related to the credit spread, the LIBOR floor and the credit facility fee as detailed herein; and

WHEREAS, subject to SEPTA Board and PNC Credit Commit tee approval, SEPTA and PNC have agreed to terms for the $100 million unsecured line of credit, including (i) a one-year term;

(ii) a borrowing rate equal to the monthly LIBOR rate reset daily plus a credit spread of 130 basis points with a LIBOR floor of 50 basis points; and (iii) a credit facility fee not to exceed either 10 or 20 basis points, depending upon utilization of the line of credit; and

WHEREAS, staff has requested that the General Manager recommend that the Board authorize SEPTA to enter into a $100

Page 2 of 3 million unsecured line of credit with PNC, under the terms and conditions set forth above; and

WHEREAS, the General Manager made the recommendation to the

Board.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to enter into the proposed agreement with PNC

Bank for a $100 million unsecured line of credit, under the terms and conditions as set forth herein.

FURTHER RESOLVED, that the Board hereby authorizes the

S/Corp/Resolutions/07-2020-Agreement-$100 Million Unsecured Line of Credit with PNC Bank

Page 3 of 3 7/23/20

R E S 0 L U T I 0 N

AUTHORIZATION TO RENEW PURCHASE OF STOP LOSS INSURANCE FOR MEDICAL AND PRESCRIPTION DRUG BENEFITS WITH HCC (A TOKYO MARINE SUBSIDIARY)

WHEREAS, effective August 1, 2019 SEPTA purchased its self- insured formal Stop Loss Insurance arrangement for medical/heal th coverage administered by Independence Blue Cross

( "IBC") , as well as employee prescription benefits administered through CVS Health (formerly CVS/Caremark), from HCC, a subsidiary of Tokyo Marine (formerly National Union Fire

Company, an AIG subsidiary) , covering over 25,000 lives

(including employees and certain retirees, spouses and dependents), which included a "Specific Deductible" of $600,000 or higher per person; and

WHEREAS, part of said self-insured program is a "stop-loss" insurance contract covering catastrophic or "shock claims"; and

WHEREAS, the current stop loss insurance coverage with HCC was for a one-year period expiring on July 31, 2020, at an estimated annual premium of $3,877,938 (exclusive of IBC administrative and other fees); and

Page 1 of 4 WHEREAS, during the past 9 month period SEPTA has received

twelve (12) claims that exceeded $300, 000 each, with five of

those claims having exceeded SEPTA's Specific Deductible,

including one specifically covered claimant that SEPTA is

required to self-insure up to $2 million (the "laser") that

incurred $997, 813 in medical and prescription expenses through

April 2020; and

WHEREAS, SEPTA's broker/consultant Brown & Brown/Innovative

Risk Solutions, Inc. reached out to twelve stop-loss carriers

for renewal coverage quotes, of which only five firms submitting

bids; and

WHEREAS, the BAFO quoted by HCC has an annual premium of

$ 3, 8 7 7, 938 (equal to the current premium) , but requires SEPTA to

self-insure up to a more favorable $1.6 million laser; and

WHEREAS, HCC has also proposed to maintain its Experience

Rating Credit Projection reimbursement of up to ten percent

(10%) of paid premiums if the Authority's "loss ratio" is less

than seventy percent (70%) during the 2020/2021 Plan Year, which

SEPTA is on track to receive $387,793 in November 2020; and

WHEREAS, IBC will continue to charge $1.50 per employee per month for coordination which is estimated to cost $174,420 based

upon 9,690 covered employees and pre-65 retirees; and

Page 2 of 4 WHEREAS, with the concurrence of the Administration

Committee of the Board, staff requested the General Manager

recommend that the Board authorize SEPTA to renew its purchase

of Stop Loss Insurance from HCC under the terms and conditions

that are set forth above and more fully described in the

pertinent staff summary; and

WHEREAS, the General Manager made the recommendation to the

Board.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby

authorizes SEPTA to renew purchase of Stop Loss Insurance

coverage from HCC (a subsidiary of Tokyo Marine) under the terms

and conditions that are set forth within the pertinent staff

summary.

FURTHER RESOLVED, that the coverage will cover both medical

and prescription drug claims incurred from August 1, 2020

through July 31, 2021 at an estimated annual premium of

$3,877,938, and combined with IBC administrative costs (of

$174,420) totaling $4,052,358, with the actual costs to be

determined by specific monthly covered lives and will be paid monthly.

FURTHER RESOLVED, that the Board hereby authorizes the

proper officers of SEPTA to execute all documents, in form

Page 3 of 4 approved by the Office of General Counsel, and to do any and all other things as shall be necessary and proper in order to effectuate the purpose of this Resolution.

S/Corp/Resolutions/07-2020-Stop Loss Medical and Prescriptior1 Insurance-llCC

Page 4 of 4 7/23/20

R E S 0 L U T I 0 N

AWARD OF CONTRACTS PURSUANT TO REQUESTS FOR PROPOSALS

WHEREAS, SEPTA, which has need for the services as described below, has advertised and solicited proposals from firms wishing to propose; and

WHEREAS, SEPTA staff has requested that the General Manager recommend that the Board authorize the award of the contracts to the firms listed below because said firms were the successful proposers in the areas for which the request for proposals was issued; and

WHEREAS, the General Manager recommended that the Board authorize the award of the contracts.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to award subject to the following conditions and the General Manager to execute the following contracts, in form approved by the Office of General Counsel, subject to the concurrence of the funding agencies, if required, and contingent upon and subject to the proposers satisfactorily meeting all

Page 1 of 3 requirements of the terms and conditions of the relevant requests for proposals, including the provision of any required insurance certificates and full compliance with any applicable

Disadvantaged Business Enterprise (DBE) requirements:

1. To (i) Cambridge Systematics, Inc.; (ii) Econsult

Solutions, Inc. ; (iii) Jacobson, LLC d/b/ a Jacobson Strategic

Communications; (iv) Sam Schwartz Engineering, DPC; and (v) The

North Highland Company, for the provision of various management consul ting services as a resource in SEPTA' s ongoing planning and strategic initiatives, with services to be performed on an

"as required" basis over a period of three years scheduled to commence in August 2020, as described in the staff summary on this subject, for a total contract amount not to exceed $300,000 per contract, Request for Proposals No. 20-00053-AHAC

Management Consultant Services.

2. To Macro, a division of Ross & Baruzzini and Burns

Engineering, Inc., for the provision of various communications and signal engineering consultant services on a wide range of projects necessary for upgrade and renewal of SEPTA' s physical plant, with services to be performed on a "task order" basis over a period of three years scheduled to commence in August

Page 2 of 3 2020, as described in the staff summary on this subject, for a total contract amount not to exceed $ 5, 000, 0 0 0 per contract,

Request for Proposals No. 20-00044-ADIM Communications and

Signals Engineering Consultant (CSEC) Services.

3. To SourceOne, Inc., for the implementation of an

Enterprise Energy Management Software (EEMS) System and provide a software-as-a-service license for the Off ice of Innovation

Department, with services to be performed over a period of five years commencing in August 2020, as described in the staff summary on this subject, for a total contract amount not to exceed $951,245, Request for Proposals No. 19-00273-ACAC

Enterprise Energy Management Software (EEMS).

S/Corp/Resolutions/RES-JULY-2020-RFP

Page 3 of 3 7/23/20

R E S 0 L U T I 0 N

ACQUISITION FROM THE ESTATE OF TINER HACKEY OF A TEMPORARY CONSTRUCTION EASEMENT ON PROPERTY SITUATED IN ABINGTON TOWNSHIP, MONTGOMERY COUNTY, FOR USE IN THE STONE ARCH BRIDGES CULVERT REHABILITATION PROJECT

WHEREAS, in 1979 SEPTA acquired the railroad right-of-way that is currently known as the West Trenton Branch (Line Code 0326), formerly referred to as the New York Branch, located in Montgomery

County under the Regional Rail Restoration Act of 1973; and

WHEREAS, SEPTA is currently working to replace Culvert No.

13.70 (built by The Reading Company in 1876) which is in serious need of repair, located in the vicinity of Meadowbrook Station on the West Trenton Branch under the Stone Arch Bridges Culvert

Rehabilitation Project ("Project"); and

WHEREAS, in order to facilitate construction staging and access related to the culvert rehabilitation, SEPTA needs to obtain a temporary construction easement consisting of 1,665 square feet

(0.05 acres) on a portion of the adjoining property owned by the

Estate of Tiner Hackey (Doreen Hackey, Executrix) ("Hackey Estate") located at 1418 Lindsay Lane in Meadowbrook, Abington Township; and

Page 1 of 3 WHEREAS, SEPTA commissioned an independent fair market value

appraisal to establish the amount of just compensation to be paid

to Hackey Estate for the subject temporary easement rights, which

established a valuation of $1,700; and

WHEREAS, in the event the Hackey Estate is unwilling to grant

the temporary construction easement rights as requested, it is

recommended that SEPTA acquire the easement by utilizing the

Authority's powers under the Eminent Domain Code; and

WHEREAS, legal counsel has recommended that the consideration may be adjusted at the discretion of the General Manager on such

terms as may be in SEPTA's best interests in order to achieve the

temporary easement acquisition; and

WHEREAS, in addition to the just compensation SEPTA will pay closing fees and incidental charges such as title insurance and recording; and

WHEREAS, if required, SEPTA will obtain the concurrence of the

Federal Transportation Administration ( "FTA") in acquiring these property rights; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to purchase from the Hackey Estate in lieu of condemnation or, if not successful, to acquire by

Page 2 of 3 condemnation the proposed temporary construction easement rights

for a fair market value or estimated just compensation as set forth

above and more fully described in the pertinent staff summary; and

WHEREAS, the General Manager made the recommendation to the

Board.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to purchase from the Estate of Tiner Hackey

(Doreen Hackey, Executrix) in lieu of condemnation or, if not

successful, to acquire by condemnation the temporary construction easement which is identified within the pertinent staff summary,

for a fair market value or estimated just compensation as determined by an independent appraisal, plus costs that are incidental to the acquisition of real estate.

FURTHER RESOLVED, that the Board hereby authorizes the General

Manager or her designee to execute all documents, in form approved by the Office of General Counsel, and to do any and all other things as shall be deemed necessary and proper in order to effectuate the purpose of this Resolution.

S/Corp/Resolutions/07-2020-Temporary Construction Easement - Estate of Tiner Hackey - Stone Arch Bridges Culvert Rehabilitation Project

Page 3 of 3 7/23/20

R E S 0 L U T I 0 N

AUTHORIZATION TO AWARD CONTRACTS FOR VARIOUS PROCUREMENTS

WHEREAS, SEPTA advertised and invited bids for the supplies identified below; and

WHEREAS, the firms listed below was the lowest responsive and responsible bidders to the invitations for bids; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to award the contracts identified below; and

WHEREAS, the General Manager made the recommendation to the

Board.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby

Authorizes SEPTA to award and for the General Manager or her designee to execute the contracts identified below in form approved by the Office of General Counsel, subject to and contingent upon the concurrence of the funding agencies, if required, and contingent upon and subject to the vendors satisfactorily meeting all requirements of the bid terms and specifications, including

Page 1 of 3 full compliance with any applicable Disadvantaged Business

Enterprise requirements:

l. To National Salvage & Service Corporation, to provide all labor, material, tools, equipment, insurance and permits to haul and dispose of creosote treated railroad ties and wood debris across the Authority, with services to be performed on an "as required" basis over a period of three years scheduled to commence by August 1, 2020, as described on the staff summary on this subject, for a total contract amount not to exceed $1, 331, 2 0 0,

Sealed Bid No. 20-00108-ACAC - Haul and Dispose of Treated Railroad

Ties & Wood Debris.

2. To L.B. Foster Company, for the purchase of continuous welded rail (CWR) to be used by the Track Engineering and

Maintenance Division on the West Trenton Regional Rail Line, with deli very of material over a period of 173 calendar days after issuance of Notice-to-Proceed, as described in the staff summary on this subject, for a total contract amount not to exceed

$1, 454, 700, Sealed Bid No. 20-00084-ARIB - CWR Fabrication and

Rail Train Delivery.

3. To Johnson Service Group, Inc., for the provision of temporary staffing services to fill positions throughout the

Page 2 of 3 Authority resulting from vacancies and to meet staff needs due to short-term increases in workloads, with services to be performed on an "as required" basis over a period of three years scheduled to commence on August 1, 2020, as described in the staff summary on this subject, for a total contract amount not to exceed

$5,308,619.77, Sealed Bid No. 19-00256-APES - Temporary Staffing

Services.

S/Corp/Resolutions/RES-JULY-2020-Sealed-Bids

Page 3 of 3 7/23/20

R E S 0 L U T I 0 N

AWARD OF CONTRACTS FOR SOLE SOURCE PROCUREMENTS

WHEREAS, SEPTA has need for the supplies and services described below and those supplies and services are available only from the firms listed below; and

WHEREAS, staff reviewed the cost of the supplies and services and the General Manager recommended that the Board authorize SEPTA to award the contracts.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to award and the General Manager or her designee to execute the contracts identified below, in form approved by the Office of General Counsel, subject to the concurrence of the funding agencies, if required, and contingent upon and subject to the vendor/contractor satisfactorily providing any required bonds, insurance certificates and/or other documents, and complying with any applicable Disadvantaged

Business Enterprise requirements:

1. To Dellner, Inc., for the purchase of currently stocked replacement parts and vehicle overhaul (VOH) material for the M-4 and LRV rail car fleets, with delivery of material

Page 1 of 5 on an "as required" basis over a period of three years commencing in August 2020, as described in the staff summary on this subject, for a total contract amount not to exceed

$3, 000, 000, Sole Source No. 20-00133-AMGA - Dellner Replacement

Parts.

2. To Westinghouse Air Brake d/b/a Vapor Stone Rail

Systems, for the purchase of currently stocked replacement parts needed for the (i) vehicle overhaul (VOH) of M-4 railcar fleet doors; (ii) parts for the Bombardier push-pull rail car fleet;

(iii) brake actuators for the LRV rail car fleet; and (iv) HVAC system parts for the M-4, N-5, LRV and Silverliner IV/V fleets, with delivery of material on an "as required" basis over a period of three years commencing in August 2020, as described in the staff summary on this subject, for a total contract amount not to exceed $1, 869, 048, Sole Source No. 20-00134-AMUD - Vapor

Stone Replacement Parts.

3. To Lubrite Technologies, LLC, for the purchase of 420 truck bolster wear plates to be used for the maintenance of the

LRV and M-4 rail car fleets, at a unit price of $996, with deli very of material scheduled over a period of three years commencing in November 2020, as described in the staff summary on this subject, for a total contract amount not to exceed

Page 2 of 5 $418,320, Sole Source No. 20-00059-ASTC LRV and M-4 Bolster

Wear Plates.

4. To BMC Software, Inc., for the renewal of software licensing and provision of related software maintenance and support services for the Control-M Workload Software Package installed in the Data Center which provides mainframe computer system support for business applications critical to SEPTA's user community, with services to be performed over a period of three years scheduled to commence on August 1, 202 0, as described in the staff summary on this subject, for a total contract amount not to exceed $192,898, Sole Source No. 20-

00132-AHAC - Licensing & Maintenance and Support for Control-M

Workload Software.

5. To Trapeze Software Group, Inc. d/b/a AssetWorks LLC, for hardware upgrades for SEPTA's nine bus maintenance shops and

4 7 fuel island control uni ts (ICU' s) which support fuel lanes and manage distributions of diesel, gasoline, oil, anti-freeze and DEF, with services to be performed over a period of 60 days after issuance of Notice-to-Proceed expected to be approximately

August 1, 2020, as described in the staff summary on this subject, for a total contract amount not to exceed $ 5 9, 7 68. 64,

Page 3 of 5 Sole Source No. 20-00116-AJEB Upgrade of Fuel Hardware on

ICU's.

6. To Bombardier Transportation (Holdings) USA, Inc., for the provision of on-call technical support services for the

Communications Based Train Control (CBTC) System which maintains

SEPTA' s subway-surface trolley operations, with services to be performed over a period of three years scheduled to commence on

August 1, 2020, as described in the staff summary on this subject, for a total contract amount not to exceed $942, 723,

Sole Source No. 20-00038-ACAC On-Call Service Agreement for

CBTC System.

7. To Alstom Signaling Operation LLC, for the expansion and upgrade of the MFSE Centralized Train Control (CTC) System needed to support the new Auxiliary Control Center at the

Frankford Transportation Center complex, with delivery of equipment and completion of services by May 2021, as described in the staff summary on this subject, for a total contract amount not to exceed $883, 726, Sole Source No. 20-00119-ADIM -

CTC Dispatching Auxiliary System at FTC.

8. To OTN Systems NV (OTN Systems USA, LLC), to provide all engineering, materials and technical support to monitor, test, upgrade and repair hardware and software deployed as

Page 4 of 5 multiple SONET networks used in SEPTA's operations for transport and interconnection of numerous communications systems, with services to be performed over a period of three years commencing on or about August 1, 2020, as described in the staff summary on this subject, for a total contract amount not to exceed

$115,450, Sole Source No. 20-00120-ADIM OTN Sonet Network

System Support and Materials - 3 Year Contract.

S/Corp/Resolutions/RES-JULY-2020-Sole-Source

Page 5 of 5 7/23/20

R E S 0 L U T I 0 N

AUTHORIZATION TO EXECUTE CHANGE ORDER AND AMENDMENTS

WHEREAS, additional work is required to complete the projects identified below; and

WHEREAS, staff reviewed the cost of the additional work and the General Manager recommended that the Board authorize SEPTA to order the additional work.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to award and the General Manager or her designee to execute the change order and amendments identified below in form approved by the Office of General Counsel, subject to the concurrence of the funding agencies, if required, and to any applicable Disadvantaged Business Enterprise requirements:

1. To CRRC MA Corporation, for Change Order No. 4, which provides for enhancements to the sliding door threshold and a credit for modifications/changes in technical specifications under the contract for the purchase of multi-level rail cars, at a net increase in cost not to exceed $ 8 5 6, 00 0, bringing the total contract price, including all change orders to date, to an amended contract amount not to exceed $139,027,678.

Page 1 of 2 2. To Gannett Fleming, Inc., for Amendment No. 8, which provides for revisions to documents and additional architectural/engineering design-related work on the Bucks

County Intermodal Station Improvements Levittown Project, along with a six-month time extension for completion of construction-related services and attending project progress meetings and performing required document reviews, at an increase in cost not to exceed $63,641, bringing the total contract price, including all amendments to date, to an amended contract amount not to exceed $4,314,774.

3. To Routematch Software, Inc., for Amendment No. 1, which provides for the software upgrade and related maintenance/support needed for the major overhaul of three components (reservations, scheduling and dispatch) of the

Routematch Core System to assist SEPTA' s CCT Department, with services to be performed over a period of eight months scheduled to commence on August 1, 2020, at an increase in cost not to exceed $101, 2 5 0, bringing the total contract price, including this amendment, to an amended contract amount not to exceed

$1,124,224.

S/Corp/Resolutions/RES-JULY-2020-Change Order & Amendments

Page 2 of 2