February 2009

Submitted to

and the

Submitted by DMJM Harris R6 Norristown Line Service Extension Study Final Report

Acknowledgments

This report was produced in collaboration with AECOM Consult, a DMJM Harris affiliate, and CHPlanning, a transportation and land use planning firm located in Philadelphia, Pennsylvania.

Mercator Financial Advisors prepared the analysis of potential tolling options for this report. Mercator Advisors is under contract to Select Greater Philadelphia/CEO Council for Growth which participated in this study.

The authors gratefully acknowledge the contributions of the Study Technical Advisory Committee for the R6 Norristown Line Service Extension Study. We wish to thank the following organizations: · Delaware Valley Regional Planning Commission (DVRPC) · Berks County Planning Commission · Chester County Planning Commission · Montgomery County Planning Commission · Office of US Senator Arlen Specter · Office of Congressman Jim Gerlach · Norfolk Southern Railroad · SEPTA · PennDOT District 6-0 · Berks Area Reading Transportation Authority (BARTA) · Greater Valley Forge Transportation Management Association · Select Greater Philadelphia/CEO Council for Growth

The authors also appreciate the participation and efforts of Leo Bagley, Section Chief, Transportation Planning, of the Montgomery County Planning Commission, in the preparation of this report.

July 2008 R6 Norristown Line Service Extension Study Final Report

Table of Contents

Executive Summary

Chapter 1: Introduction

Chapter 2: Study Process & Public Involvement

Chapter 3: Evaluation Framework

Chapter 4: Alternatives Considered

Chapter 5: Analysis of Alternatives

Chapter 6: Stations & Area Plans

Chapter 7: Norfolk Southern Railroad Action Plan

Chapter 8: Financial Plan & Financing Options

Chapter 9: Next Steps

Appendices · Appendix A: Study Technical Advisory Committee Meeting Minutes · Appendix B: Natural and Built Environment Matrix · Appendix C: Option 2: Route 422 Schuylkill River Bridge Toll, 2% Annual Traffic Growth · Appendix D: Option 2A: Route 422 Schuylkill River Bridge Toll, 1% Annual Traffic Growth Sensitivity · Appendix E: Option 3: Route 422 General Tolling, 2% Annual Traffic Growth · Appendix F: Option 3A: Route 422 General Tolling, 1% Annual Traffic Growth Sensitivity

July 2008 R6 Norristown Line Service Extension Study Final Report

Figures & Tables

Executive Summary · Figure 1: R6 Extension Line Study Area and General Station Locations

Chapter 1: Introduction · Figure 1-1: R6 Extension Line Study Area and General Station Locations

Chapter 2: Study Process & Public Involvement · Table 2-1: Study Technical Advisory Committee Meetings · Table 2-2: Local Government and Agency Meetings · Table 2-3: Elected Officials Meetings · Table 2-4: Norfolk Southern Meetings

Chapter 5: Analysis of Alternatives · Table 5-1: Comparison of Alternatives According to Financial and Economic Criteria · Table 5-2: Annual Ridership by Alternative

Chapter 6: Stations and Area Plans · Figure 6-1: Port Kennedy and Valley Forge Stations · Figure 6-2: Valley Forge Station Zoning · Figure 6-3: Schuylkill Valley Metro Corridor Station Area Planning and Implementation Study Concept Plan · Figure 6-4: Schuylkill Valley Metro Corridor Station Area Planning and Implementation Study Illustrative Plan · Figure 6-5: Piazza Tract Development Plan · Figure 6-6: Upper Merion Township-Wide Pedestrian and Bicycle Network · Figure 6-7: Upper Merion Township-Wide Pedestrian and Bicycle Network Project Implementation Priorities · Figure 6-8: Valley Forge Conceptual Station and Access Plan · Figure 6-9: Phoenixville Station Location · Figure 6-10: Borough of Phoenixville Zoning Districts · Figure 6-11: Royersford Station Location · Figure 6-12: Pottstown Station Location · Figure 6-13: Borough of Pottstown Zoning Districts · Figure 6-14: Borough of Pottstown Pedestrian Plan · Figure 6-15: Monocacy Station Location

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· Figure 6-16: Amity Township Zoning Districts · Figure 6-17: Amity Township Comprehensive Plan Future Land Use · Figure 6-18: Potential Parking at Monocacy Station · Figure 6-19: City of Reading Zoning Districts · Figure 6-20: BARTA Transportation Complex · Figure 6-21: Berks County Bicycle – Pedestrian Plan · Figure 6-22: Wyomissing Station Location · Figure 6-23: Borough of Wyomissing Zoning Districts · Figure 6-24: Penn Corridor Development Plan · Figure 6-25: Existing Pedestrian Underpass · Figure 6-26: Washington Square District Development Plan

Chapter 7: Norfolk Southern Railroad Action Plan · Table 7-1: Estimated Capital Costs

Chapter 8: Financial Plan & Financing Options · Figure 8-1: R6 Rail Line Extension Corridor · Table 8-1: Preliminary Debt Capacity Analysis Results: Schuylkill River Bridge Toll · Table 8-2: Preliminary Debt Capacity Analysis Assumptions: Schuylkill River Bridge Toll · Table 8-3: Preliminary Debt Capacity Analysis Results: General Tolling · Table 8-4: Preliminary Debt Capacity Analysis Assumptions: General Tolling · Table 8-5: Comparison of Preliminary Debt Capacity Analysis Results: Options 2 and 3 · Table 8-6: Year 2025 Average Weekday Corridor Boardings · Table 8-7: Year 2025 Average Weekday Project Boardings · Table 8-8: Year 2025 Average Weekday New Riders and User Benefits · Table 8-9: Year 2000 Average Weekday New Riders and User Benefits · Table 8-10: Financial Plan Scenario 1- Capital Funding, 2008 · Table 8-11: Financial Plan Scenario 1- Operating Funding, 2008 · Table 8-12: Financial Plan Scenario 2- Capital Funding, 2008 · Table 8-13: Financial Plan Scenario 2- Operating Funding, 2008 · Table 8-14: Financial Plan Scenario 3- Capital Funding, 2008 · Table 8-15: Financial Plan Scenario 3- Operating Funding, 2008 · Table 8-16: Financial Plan Scenario 4- Capital Funding, 2008 · Table 8-17: Financial Plan Scenario 4- Operating Funding, 2008

July 2008 R6 Norristown Line Service Extension Study Final Report

Executive Summary

July 2008 Executive Summary 1

Executive Summary

Background The Southeastern Pennsylvania Transportation Authority (SEPTA) and the Berks Area Reading Transportation Authority (BARTA) conducted feasibility studies and a major investment study and draft environmental impact statement (MIS/DEIS) of the Schuylkill Valley Metro (SVM) concept linking Reading to Philadelphia via the King of Prussia area. SEPTA submitted a New Starts application to the Federal Transit Administration (FTA) in 2002 for this service; however, FTA gave the project an overall ranking of “Not Recommended” due to the high cost of the proposed service. Over the past several years, local officials have been investigating ways to keep the project alive. As a consequence, the Montgomery County Planning Commission recently initiated the R6 Norristown Line Service Extension Study to determine the viability of lower cost commuter rail service to communities along the US 422 corridor.

The purpose of the R6 Norristown Line Service Extension Study was to identify new rail alternatives and sources of capital and operating funding for commuter rail service. The study analyzed various rail service alternatives utilizing the present Norfolk Southern line between Norristown and Wyomissing and the existing R6 Norristown Line to access Center City Philadelphia. To analyze these rail alternatives, existing studies and technical information were used and ridership and capital and operating costs were updated using current available data. 1 Early and ongoing coordination with Norfolk Southern occurred throughout the study. In addition to traditional funding sources, the project explored innovative financing techniques, such as public- private partnerships, that could support the implementation of rail service.

The study includes the Norfolk Southern rail corridor located between the Norristown Transportation Center in Norristown, Montgomery County and Wyomissing in Berks County. Spanning Montgomery, Chester and Berks counties, the corridor is approximately 44 miles long and runs through Amity and Upper Merion townships, the boroughs of Phoenixville, Pottstown, Royersford and Wyomissing and the cities of Norristown and Reading. Figure 1 illustrates the Norfolk Southern rail line and general station locations.

The objectives of the project are as follows: 1. Provide another transportation option in the congested US 422 corridor. Commuter rail service would provide another transportation option for residents commuting to Philadelphia and help reduce traffic in this rapidly developing region in Pennsylvania. 2. Contribute to downtown revitalization efforts in the corridor. Towns along the US 422 corridor wish to use the reinstitution of commuter rail service to act as a catalyst for development and redevelopment. 3. Explore funding mechanisms to improve local transportation infrastructure. Innovative funding sources and financing techniques should be identified that could pay for rail service and perhaps other needed transportation projects in the US 422 corridor.

1 Primary sources of information utilized for this report include: Southeastern Pennsylvania Transportation Authority and Berks Area Reading Transportation Authority, Schuylkill Valley Metro Major Investment Study/Environmental Impact Statement (MIS/DEIS), Urban Engineers, September 2001 and the Schuylkill Valley Rail Assessment Study, Parsons Brinkerhoff, March 2005.

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Figure 1: R6 Extension Line Study Area and General Station Locations

Study Process & Alternatives A Study Technical Advisory Committee (STAC) for the project was formed that was comprised of representatives from the Delaware Valley Regional Planning Commission (DVRPC), Berks County Planning Commission, Chester County Planning Commission, Montgomery County Planning Commission, Office of US Senator Arlen Specter, Office of Congressman Jim Gerlach, Norfolk Southern Railroad (NS), Southeastern Pennsylvania Transportation Authority (SEPTA), Pennsylvania Department of Transportation (PennDOT) District 6-0, Berks Area Reading Transportation Authority (BARTA), Greater Valley Forge Transportation Management Association, and Select Greater Philadelphia/CEO Council for Growth. Early public involvement activities were undertaken in the feasibility study including meetings with the STAC, elected officials, township managers and planners, the Federal Transit Administration (FTA), and NS. Preliminary information was distributed to the general public via a project website at www.r6extension.com and news releases.

With extensive input from the Montgomery County Planning Commission and the STAC, seven rail Alternatives were identified and analyzed during this study as described below. All alternatives assume that passenger rail service would run on existing NS tracks per assumptions in the Schuylkill Valley Rail Assessment Study:

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· Alternative 1. Extension of existing R6 electrified service from Norristown to Valley Forge (at a site in Port Kennedy). Alternative 1 would involve the extension of electrified service from the Norristown Transportation Center to a station to be called Valley Forge. · Alternative 2. Diesel service west of Norristown utilizing stations at Valley Forge, Phoenixville, Royersford, Pottstown, Monocacy, Reading and Wyomissing with a transfer at the Norristown Transportation Center, combined with an extension of R6 Norristown line electrified service (Alternative 1, extension of electrified service to Valley Forge). Alternative 2 would involve diesel service between Wyomissing and Norristown. Service between Norristown and Center City Philadelphia would be via existing SEPTA R6 service. · Alternative 3. Diesel service west of Norristown utilizing stations at Valley Forge, Phoenixville, Royersford, Pottstown, Monocacy, Reading and Wyomissing with a transfer at the Norristown Transportation Center, without an extension of R6 Norristown line electrified service. Alternative 3 would involve diesel service between Wyomissing and Norristown. Service between Norristown and Center City Philadelphia would be via existing SEPTA R6 service. · Alternative 4. Diesel service between Wyomissing and Conshohocken with service terminating in Conshohocken with a required transfer at Conshohocken. Alternative 4 would involve diesel service between Wyomissing and Conshohocken with service terminating in Conshohocken. Service between Conshohocken and Center City would be via existing R6 service. · Alternative 5. Potential dual power locomotive service from stations west of Norristown to Center City using the existing R6 Norristown Line. Alternative 5 would involve service powered by dual power locomotives between Wyomissing and Philadelphia 30th Street Station. Dual power service would run as diesel service into Norristown and then would run via overhead catenary into Center City. · Alternative 6. Electrified service between Wyomissing and Philadelphia 30th Street Station. Alternative 6 would involve electrified service between Wyomissing and Philadelphia 30th Street Station. Service would run express east of Norristown except for station stops at Conshohocken and Temple University. · Build Alternative 7. Optimized service on the existing R6 Norristown Line. Alternative 7 would include changes to existing R6 service or the addition of at least one train to provide an express overlay on existing all-stop service.

Each of these seven Alternatives was analyzed with regard to a standard evaluation framework that is used to compare transportation alternatives. The Alternatives were evaluated only to the extent that the differences in alternatives could be identified for comparison purposes. This is the convention in the feasibility phase of project development. Financial and economic criteria were employed to determine the cost of building and operating each alternative. Alternatives were also analyzed in the context of existing natural and built environment features that are present along the rail line. Finally, the alternatives were assessed on the basis of impacts to transportation and mobility in the region. Each of the alternatives has strengths and weaknesses with regard to the criteria and some alternatives meet the project goals better than others.

Upon completion of this evaluation, the STAC decided that only three of the alternatives listed above should be advanced for financial planning and analysis purposes. Alternative 1 (extension of R6 electrified service), Alternative 3 (diesel service west of Norristown with a transfer to the R6) and Alternative 6 (electrified service from Wyomissing to Philadelphia) were carried forward. Although this study carried forward the three alternatives that appear to be most feasible, a future Alternatives Analysis (AA) is likely to analyze all these options plus non-rail modes in far greater detail to meet the required rigor of the AA process. It is important to note that the AA process is focused on identifying the best methods for addressing transportation issues in the corridor.

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Financial Plan & Financing Options Tolling Options The feasibility report examines several funding and financing options available to implement the R6 Norristown Line service extension project. It is intended to serve as a point of departure for more detailed examination of funding and financing as planning for the project evolves. An analysis of three options that would toll US 422 to raise funds for the rail extension project and highway improvements in the region is presented. The three options include: building tolled express lanes in the existing median of US 422, tolling the Schuylkill River Bridge, and a general tolling of US 422 between the US 202 interchange in Valley Forge and the Pottstown Bypass/ Pottstown Expressway.

US 422 will undergo major reconstruction of the Schuylkill River Bridge and adjacent interchanges in the next few years, and major rehabilitation and reconstruction of the portions of the highway near Pottstown are programmed for 2010 - 2015. The bridge/interchange project, called the River Crossing Project has an estimated budget of $125 million, but PennDOT projects that there is a $51 million funding shortfall. The reconstruction of highways around Pottstown is proposed and likewise is expected to have at least a $50 million shortfall. Using locally-generated tolls for funding both highway improvements on US 422 and the rail extension project offers an integrated, multi-modal strategy for enhancing mobility along the Schuylkill River corridor.

Future years’ anticipated toll revenues can be monetized, converted into immediately available resources, through the issuance of tax-exempt toll revenue bonds. After annual operating costs and debt service have been paid, these annual residuals can be used to fund additional costs related to the rail project, or can be applied for other purposes. Alternatively, residual toll revenues could be monetized as well. Although a formal determination would be necessary from the Federal Highway Administration (FHWA), it appears that toll revenue bonds could finance both improvements to US 422 and the rail service extension project capital costs.

The first option that was analyzed was the construction of tolled Express Lanes in the existing median of US 422. · Option 1: Express Toll Lanes. Preliminary analysis shows this option is physically and economically unsuitable for the selected portion of US 422. The estimated cost of the Express Lanes west of the Schuylkill River was $174.5 million, consuming most of the potential debt capacity. In addition, constructing lanes east of the Schuylkill River is infeasible from an engineering perspective without acquiring additional right-of-way, due to the narrow median. Thus, this option was dismissed from further consideration in this feasibility study.

After it was determined that new express toll lanes was not a viable strategy to raise revenues for US 422 and the proposed rail project, two other options were analyzed, tolling the Schuylkill River Bridge and general tolling of US 422.

· Option 2: Schuylkill River Bridge Toll. Proceeds from 40-year toll revenue bonds secured by a single toll at the River crossing could provide the $51 million needed to fully fund the capital costs of the River Crossing Project and contribute to the capital costs of the rail pProject. Assuming an average toll of $2.00 on all westbound vehicles utilizing the improved River Crossing Project, with five percent diversion (tolled AADT of 33,250); the bonding capacity is estimated to be approximately $407 million.

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· Option 3: General Tolling. General tolling at two locations offers greater potential for revenue generation and geographical equity. However, a substantial portion of revenues likely will be required to fund reconstruction projects along the tolled western portion of the highway in the Pottstown area in addition to the River Crossing Project. The preliminary analysis assumes an average toll of $1.00 in the west end of US 422 near the Berks-Montgomery County line, assuming 20 percent diversion, resulting in approximately 24,000 AADT tolled, and in the east end at the US 202 interchange, assuming five percent diversion, resulting in approximately 66,500 AADT tolled. An average vehicle traveling the full length of this portion of the highway, in either direction, would be charged $2.00. The bonding capacity of the General Tolling scenario is approximately $474 million.

Traffic growth is projected at two percent per year for the first 20 years and 0 percent thereafter. Tolls are assumed to be increased annually by the assumed rate of inflation of two percent per year. Furthermore, the options assumed the use of Open Road Tolling (ORT), which allows the collection of tolls at highway speeds, without toll plazas, using electronic (EZ-Pass) transponders supplemented by license plate photography. ORT eliminates the additional right-of-way requirements, increased congestion, and environmental impacts associated with toll plazas. It also avoids labor costs and security issues associated with cash collections, and it provides greater flexibility in modifying toll rates.

Preliminary analysis suggests that tolling existing highway capacity on US 422 is a feasible strategy for generating the funds necessary to advance the rail project, as well as providing $51 million to complete the funding sources needed for the River Crossing Project and an additional $50 million for improvements along US 422, particularly in the Pottstown area. Both of the options analyzed have the potential to provide substantial funding support for the rail extension project. Additional analysis will be required to determine which option is the most economically-feasible and politically acceptable. A formal traffic and revenue study is required as is guidance from FWHA regarding the portion of General Tolling revenues that would need to be allocated to major reconstruction projects on the tolled portion of US 422.

Financial Plan Four financial plan scenarios were developed for the three Build Alternatives: R6 Extension (Build Alternative 1), Wyomissing to Norristown - Diesel (Build Alternative 3), and Wyomissing to Center City Philadelphia (Build Alternative 6). Financial scenarios consist of the following: · Scenario 1 consists of 0 percent FTA Section 5309 New Starts/Small Starts funding combined with tolling Option 1, a toll on the Schuylkill River Bridge · Scenario 2 consists of 0 percent FTA Section 5309 New Starts/Small Starts funding combined with tolling Option 2, General Tolling of US 422 · Scenario 3 consists of 50 percent FTA Section 5309 New Starts/Small Starts funding combined with tolling Option 1 · Scenario 4 consists of 50 percent FTA Section 5309 New Starts/Small Starts funding combined with tolling Option 2

A capital funding and an operating funding analysis are presented for each scenario. While the analysis examines some potential future sources of funding, no specific recommendations are made in this analysis and none of the potential new sources of funding have been reviewed, endorsed, or approved by SEPTA, the Commonwealth of Pennsylvania or the governments of Montgomery, Chester, or Berks counties.

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New Starts/Small Starts Funding One source of public funding for which the R6 extension project could be eligible is the Federal Transit Administration’s Section 5309 New Starts and the larger Small Starts grants programs. The FTA evaluates the proposed project at each step of the project development process throughout Alternatives Analysis (AA), Preliminary Engineering (PE) and Final Design. To complete this evaluation, the FTA uses a framework that is based upon a set of criteria that are used to determine the likely success and overall cost-effectiveness of the project. Cost-effectiveness, as measured by the Cost Effectiveness Index (CEI), is a vitally important criterion, which is measured by the sum of annual operations cost and annualized capital costs divided by incremental hour of user benefit (increment is between a theoretical baseline that represents all that can be done to address transportation issues short of a major capital project and the Build project). Because of the importance of this criterion, it was used in the R6 extension study as an initial screen to determine if federal New Starts/Small Starts funding should be pursued. Preliminary ridership forecasts and a user benefits estimate was prepared for an extension of R6 service from the Norristown Transportation Center to Valley Forge, defined as the Alternative 1 for this study. Additional analyses must be conducted; however, the initial forecast shows that the R6 extension to Valley Forge is potentially eligible to participate in the New Starts/Small Starts program.

Station Planning Rail station locations identified earlier in the study were assessed in this feasibility study. Station planning meetings were held with local officials in Upper Merion Township, Borough of Phoenixville, Borough of Royersford, Borough of Pottstown, Amity Township, City of Reading, and Borough of Wyomissing to update information and to verify or identify appropriate station locations. These meetings were also used to determine development and transportation opportunities and constraints within the immediate area that would influence its location and potential ridership. Many of these station sites contain opportunities for transit oriented development (TOD). Generally speaking, the station sites identified appear to be viable for rail extension service and the local municipal managers welcome the opportunity to host rail service. Investigations, however, regarding a station at Port Kennedy, revealed that a location on Mancill Mill Road east of US 422, near the Valley Forge Towers, is preferable to the location originally envisioned by the MIS/DEIS report.

Norfolk Southern Operations The R6 Norristown Line Service Extension Study was undertaken to determine if there were alternatives that would provide passenger service capability from Norristown to Wyomissing without the addition of capital improvements between Norristown and Center City Philadelphia. Based on discussions during the project STAC meetings, it was decided among all parties, including Norfolk Southern, that the capital costs calculated for the extension of R6 service would reflect the operation of passenger rail service as described in the Schuylkill Valley Rail Assessment Study, which would use NS tracks for passenger rail service. Discussions with NS operating personnel assigned to Abrams Yard in Upper Merion Township indicated that rail operations within Abrams Yard currently are approaching capacity. Capacity improvements would likely be required within the immediate surrounding NS rail network to facilitate the proposed passenger service from Norristown to Wyomissing.

Norfolk Southern personnel indicated there would be three requirements necessary to be addressed in order to secure NS approval to operate passenger service on their freight line between Norristown and Wyomissing: · Liability. Norfolk Southern would have to be protected from the increased exposure and liability that would be incurred by the railroad by the introduction of passenger service into their freight rail operations.

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· Impacts to Norfolk Southern Rail Operations. Norfolk Southern’s current level of rail service cannot be affected by the introduction of passenger service to the freight rail network. · Access Fees. The Schuylkill Valley Rail Assessment Study report identified a range of proposed Access Fees that NS might charge in connection with the addition of passenger service to their freight rail network. Access fees would be required to mitigate potential impacts to NS operations.

The proposed capital improvements and associated costs that were included in the Schuylkill Valley Rail Assessment Study for the portion of the study area pertaining to the rail corridor between Norristown and Wyomissing were utilized. In order to maintain comparison capability, the capital cost estimates contained within the Schuylkill Valley Rail Assessment Study were used and escalated at five percent per year (15.76%) to 2008. The range of capital costs is $161.2 (2005) - $234.5 (2008) million which includes a 25% contingency, and $215.2 (2005) - $297.1 (2008) million with a 50% contingency. (The 2005 figures exclude rolling stock.) Capital costs do not include liability or access fees. These figures do include costs for infrastructure improvements to mitigate impacts to NS operations.

Additional improvements to the immediate NS rail network that would be considered include: a new rail bridge across the Schuylkill River at Bridgeport connecting the NS main line with the Morrisville line, a new passing siding on the Morrisville Line allowing freight trains to be held outside the Abrams yard, and a new passing siding at Falls on the NS main line. These freight rail operating improvements may be considered as offsets to the proposed access fee and may prove to be an asset to the proposed new passenger service.

Immediate Next Steps The R6 Norristown Line Service Extension Study established that the extension of passenger rail service from Norristown to Wyomissing is feasible. The study has also identified order-of-magnitude costs and sources of revenue. Immediate steps include: 1. Obtain formal agreement from the Federal Transit Administration (FTA) that the federal earmarks in place are available and can be used for environmental clearance and related studies. Obtain PennDOT agreement to support the tolling concept. Submit Expression of Interest to FHWA for tolling program (officially from PennDOT). 2. Conduct a Revenue and Traffic Study concurrent with the Alternatives Analysis (AA) described below to analyze rail alternatives in detail, alternate locations and amounts of tolls, to develop revenue forecasts, to identify corridor transportation improvements and to prepare to support the bond issue. 3. Begin and complete an Alternatives Analysis (AA) process as a starting point to comply with National Environmental Policy Act (NEPA) requirements. Coordinate with FTA, PennDOT and other agencies during the development of the AA on alternatives, including non-rail alternatives. Conduct extensive public outreach to gauge opinion on the project, iterations, funding and tolling. Engage corridor business leadership to support the project and possibly host a “Mobility Forum” later in 2008 to promote the project. 4. Continue discussions with Norfolk Southern to resolve outstanding operating issues and complete a Memorandum of Understanding with the Railroad. 5. Prepare a Draft Environmental Impact Study (DEIS).

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Chapter 1: Introduction

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Chapter 1: Introduction

I. Background Recent History The Southeastern Pennsylvania Transportation Authority (SEPTA) and the Berks Area Reading Transportation Authority (BARTA) conducted feasibility studies and a major investment study and draft environmental impact statement (MIS/DEIS) of the Schuylkill Valley Metro (SVM) concept linking Reading to Philadelphia via the King of Prussia area. 1 SEPTA submitted a New Starts application to the Federal Transit Administration (FTA) in 2002 for this service; however, FTA ranked the application as “Not Recommended” because of financial considerations, including the fact that the proposed federal share of project costs was greater than 60 percent. During 2003 and 2004 FTA continued to give the project an overall ranking of “Not Recommended.”

In January 2004 a task force consisting of the Pennsylvania Department of Transportation (PennDOT), SEPTA, the Berks Area Reading Transportation Authority (BARTA), Norfolk Southern (NS) and other local decision-makers convened as the Schuylkill Valley Metro Working Group (SVMWG) to address operations issues, the proposed project price tag of $2.2 billion, and the federal share of funding. The SVMWG reevaluated the SVM concept looking at alternative phasing, modal and service options. Since a significant portion of the proposed SVM would run on Norfolk Southern right-of-way, the SVMWG requested that NS conduct an assessment of the service and physical improvements required to implement passenger rail service between Philadelphia and Reading. 2

Finally, in August 2006 Governor Rendell indicated that funding for the project was in jeopardy. Since then, local officials have been investigating ways to keep the project alive. As a result, the Montgomery County Planning Commission initiated this study, the R6 Norristown Line Service Extension Study, to determine the viability of lower cost commuter rail service to communities along the US 422 corridor.

Project Purpose The purpose of the R6 Norristown Line Service Extension Study was to identify rail alternatives and sources of capital and operating funding for commuter rail service. In addition to traditional funding sources, the project explored innovative financing techniques, such as public-private partnerships, that could support the implementation of rail service.

The study analyzed various rail service alternatives utilizing the present Norfolk Southern line between Norristown and Reading and the present R6 Norristown Line to access Center City Philadelphia. To analyze these rail alternatives, existing studies and technical information were used and ridership and capital and operating costs were updated using current available data. Early and ongoing coordination with Norfolk Southern occurred throughout the study.

Study Area The study includes the Norfolk Southern rail corridor located between the Norristown Transportation Center in Norristown, Montgomery County and Wyomissing in Berks County. Spanning Montgomery, Chester and

1 Southeastern Pennsylvania Transportation Authority and Berks Area Reading Transportation Authority, Schuylkill Valley Metro Major Investment Study/Environmental Impact Statement (MIS/DEIS), Urban Engineers, September 2001. 2 Schuylkill Valley Rail Assessment Study, Parsons Brinkerhoff, March 2005.

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Berks counties, the corridor is approximately 44 miles long and runs through Amity and Upper Merion townships, the boroughs of Phoenixville, Pottstown, Royersford and Wyomissing and the cities of Norristown and Reading. Figure 1-1 illustrates the Norfolk Southern rail line and general station locations.

Figure 1-1: R6 Extension Line Study Area and General Station Locations

Organization of the Report Chapter 2 of the report describes the process that was used to develop alternatives and the various meetings that were held with the Study Technical Advisory Committee (STAC), officials, agencies and other stakeholders to complete the study. Chapter 3 describes the evaluation framework that was used to compare and assess the range of alternatives. Chapter 4 defines the rail alternatives evaluated in the study, and Chapter 5 analyzes the alternatives based on evaluation criteria that cover the full range of potential impacts, both positive and negative, and which are typically used in an alternatives analysis. In Chapter 6, the conceptual station sites are discussed and each location is analyzed in terms of its relationship to surrounding land uses and consistency with current local plans. Chapter 7 describes issues related to the Norfolk Southern Railroad and suggests a future action plan for addressing these issues. Chapter 8 summarizes available sources of capital and operating monies for a new rail line. In addition, the chapter suggests several tolling options that could fund the rail line and other needed transportation improvements in the region. Finally, Chapter 9 describes immediate and longer-range steps for advancing the rail project beyond this study. A technical appendix appears at the end of this report and contains detailed information that is summarized in the chapters.

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II. Goals and Objectives The goal of the study was to identify a lower-cost passenger rail alternative in the US 422 corridor that could be financed with a combination of public and private funding. The study’s overall objectives, developed by the Montgomery County Planning Commission and affirmed by the Study Technical Advisory Committee (STAC)3 established at the study’s outset, were to: 1. Provide another transportation option in the congested US 422 corridor. Communities along the US 422 corridor are experiencing high rates of residential and commercial development. As the region continues to grow, traffic is increasing along US 422. Commuter rail service would provide another transportation option for residents commuting to Philadelphia and help reduce traffic in this rapidly developing region of Pennsylvania. 2. Contribute to downtown revitalization efforts in the corridor. Throughout the United States, public transportation, particularly rail projects, have proven to be a catalyst for development and redevelopment. The boroughs of Phoenixville and Royersford and the City of Reading all have plans to revitalize their downtowns and believe that the reinstitution of rail service in their towns will contribute to these efforts. 3. Explore funding mechanisms to improve local transportation infrastructure. The high price tag of the original Schuylkill Valley Metro project led Montgomery County to explore more basic, simplified rail service alternatives in the corridor. The County also wished to identify innovative funding sources and financing techniques that could pay for rail service and perhaps other needed transportation projects in the US 422 corridor.

These three objectives provided the framework for the analysis of current conditions and the development and evaluation of service alternatives, and project financing recommendations.

3 See Chapter 2, Evaluation Process & Public Involvement, for the important role of this committee throughout the study.

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Chapter 2: Study Process & Public Involvement

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Chapter 2: Study Process & Public Involvement

I. Introduction This report chapter presents the process by which the feasibility study for the extension of R6 Norristown Line service was conducted. The effort completed in this feasibility study follows and relies on work that was conducted for the Schuylkill Valley Metro Project in the Schuylkill Valley Metro Major Investment Study/Draft Environmental Impact Study (MIS/DEIS) 1 and, most recently, a rail assessment study that was prepared for Norfolk Southern that considered alternate modal, service, and project phasing options. 2 The purpose of the R6 extension study was to determine if there was an extension of existing SEPTA R6 service past Norristown that is a feasible alternative to those considered in previous Schuylkill Valley Metro studies. While the feasibility study analyzes somewhat different alternatives than have previously been considered, this work effort heavily relied on the information contained in the MIS/DEIS and the Rail Assessment Study. An important task of the feasibility study was to prepare ridership, capital, and operating and maintenance costs for the new alternatives using assumptions from these SVM reports.

Another important focus of the feasibility study was to identify innovative funding sources and financing techniques that would help implement a new service alternative. Recognizing that public funds for transit projects are scarce, the study investigated the ability to obtain a combination of public and private funding. Existing transit grant programs were investigated for applicability to the R6 extension project and several options to toll US 422 were explored. 3 Initial public involvement activities were undertaken in the feasibility study including meetings of a Steering Technical Advisory Committee (STAC), meetings with elected officials, township managers and planners, and a meeting with the Federal Transit Administration (FTA) (meeting subjects and results are described in detail below). Preliminary information was distributed to the general public via a project website and news releases.

II. Meetings The R6 Extension feasibility study included a number of meetings with key stakeholders in order to obtain information and input on rail alternatives and facilities and to solicit opinion on proposed services. Meetings were held with the Study Technical Advisory Committee, township and borough managers and planners, local, state and federal elected officials, and the Federal Transit Administration. Additional sessions were held with Norfolk Southern Corporation to discuss technical issues. 4

Study Technical Advisory Committee A Study Technical Advisory Committee was formed for the purpose of guiding the technical aspects of the feasibility study. Members included representatives from the Delaware Valley Regional Planning Commission (DVRPC), Berks County Planning Commission, Chester County Planning Commission, Montgomery County Planning Commission, Office of US Senator Arlen Specter, Office of Congressman Jim Gerlach, Norfolk Southern Railroad, SEPTA, PennDOT District 6-0, Berks Area Reading Transportation Authority (BARTA),

1 Southeastern Pennsylvania Transportation Authority and Berks Area Reading Transportation Authority, Schuylkill Valley Metro Major Investment Study/Environmental Impact Statement (MIS/DEIS), Urban Engineers, September 2001. 2 Schuylkill Valley Rail Assessment Study, Parsons Brinkerhoff, March 2005. 3 Chapter 8 presents the Financial Plan & Financing Options. 4 Chapter 7 contains information about the technical issues associated with operating passenger rail service on Norfolk Southern right-of-way.

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Greater Valley Forge Transportation Management Association, and Select Greater Philadelphia/CEO Council for Growth.

Four STAC meetings were held during the feasibility study. Table 2-1 presents the topics and dates of the STAC meetings. For each meeting a PowerPoint presentation was prepared and presented to the STAC. Minutes were prepared to document each meeting and appear in Appendix A.

Table 2-1: Study Technical Advisory Committee Meetings

STAC Meeting Date Topics Project Purpose, Goals and Timeline, Local Issues and 1 November 27, 2007 Concerns, Project Process NS Feasibility, Preliminary Alternatives, Funding Scenarios, 2 January 23, 2008 Public Involvement NS Feasibility, Alternatives Analysis, New Starts Alternative, 3 March 7, 2008 Funding Scenarios, CEO Growth Council Update 4 TBD Final Report, Next Steps

Local Government and Agencies A series of meetings was held with local government and agency representatives located in towns and cities along the US 422 corridor. The purpose of the meetings was to discuss the viability of train station locations and the potential for multimodal access and adjacent development. Meetings were held in Upper Merion Township, Phoenixville Borough, Royersford Borough, Pottstown Borough, Amity Township and Wyomissing Borough.

Seven local meetings were held during the feasibility study. Table 2-2 lists the locations, dates and attendance at the meetings.

Table 2-2: Local Government and Agency Meetings

Location Date Attendees Borough of Pottstown March 25, 2008 Borough of Pottstown, Pottstown Economic Development, Montgomery County Planning Commission Borough of Royersford March 26, 2008 Borough of Royersford, Montgomery County Planning Commission

Amity Township March 27, 2008 Amity Township, Berks County Planning Commission

City of Reading March 27, 2008 Borough of Wyomissing, BARTA, Berks County Planning Commission Borough of Phoenixville April 8, 2008 Borough of Phoenixville, Phoenixville Public Works, Chester County Planning Commission Upper Merion Township April 8, 2008 Upper Merion Township, Valley Forge National Park, Montgomery County Planning Commission, Boyles Smyth Associates Borough of Wyomissing April 10, 2008 Borough of Wyomissing, Vanity Fair Outlets

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Elected Officials Meetings were held with several elected officials to brief them about the R6 extension feasibility study and to gauge public support for passenger rail service in the US 422 corridor. Table 2-3 lists officials and dates of meetings.

Table 2-3: Elected Officials Meetings

Date Official Geographic Area May 9, 2008 US Congressman Jim Gerlach PA 6th District May 30, 2008 PA Senator John Rafferty Senate District 44 June 12, 2008 US Senator Arlen Specter State of Pennsylvania

Norfolk Southern Railroad Meetings Over the course of the project, several meetings were held with Norfolk Southern to discuss technical issues associated with operating passenger rail service on NS right-of-way. Table 2-4 lists the meetings that were held with NS management.

Table 2-4: Norfolk Southern Meetings

Date Attendees Jim Klaiber, Manager, Corporate Affairs, NS February 15, 2008 Sonseerhay Redcross, Trainmaster, Abrams Yard, NS May 2, 2008 Craig Lewis, Vice President, Corporate Affairs

Federal Transit Administration Meeting It is important to coordinate with the Federal Transit Administration even at the feasibility stage of establishing a new rail service. To date, one meeting was held with the FTA at the Region 2 Headquarters in Philadelphia, Pennsylvania on May 28, 2008. In addition to staff from the FTA, FHWA and SEPTA staff also attended the meeting. The purpose of the meeting was to introduce FTA to the R6 extension project scope of work and goals and to discuss the use of existing federal earmarks that are set to expire on September 30, 2008. A request was made to FTA regarding the ability to use existing federal earmarks to advance the project beyond the feasibility phase. Discussions included utilizing the federal earmarks for next steps analyses including a Revenue and Traffic Study, and an Alternatives Analysis. 5

Project Website A project website was established at www.r6extension.com to inform the public about the R6 Extension Study. It contains information about the project background, goals and objectives, and public participation opportunities. The website can be maintained so it can continue to provide information if the project advances to the next state of development. A news release was prepared and distributed to inform residents about the project and the existence of the website.

5 Chapter 9 presents the proposed project Next Steps.

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III. Technical Evaluation Process The rail service alternatives that are described in detail in Chapter 4 and analyzed in Chapter 5 were developed with the direct involvement and participation of the STAC. Initial rail alternatives were defined in the project request for proposal (RFP) and incorporated into the project scope of work. The alternatives identified in the RFP included: 1. Diesel service west of Norristown utilizing stations at US 422/Port Kennedy, Phoenixville, Royersford/Spring City, Pottstown, Reading and Wyomissing, with a transfer at the Norristown Transportation Center to existing R6 service 2. Potential dual power locomotive service from stations west of Norristown to Center City using the NS alignment and the existing R6 Norristown Line 3. Extension of the existing electrified service from Norristown to the US 422 station only 4. Optimize service on the existing R6 Norristown Line

Through discussions with the STAC, the initial set of alternatives was expanded upon, and the following final set of rail alternatives was developed for evaluation in this study: 1. Diesel service west of Norristown utilizing stations at Valley Forge, Phoenixville, Royersford, Pottstown, Monocacy, Reading and Wyomissing with a transfer at the Norristown Transportation Center, combined with an extension of R6 Norristown line electrified service to Valley Forge 2. Potential dual power locomotive service from stations west of Norristown to Center City using the NS alignment and the existing R6 Norristown Line 3. Extension of existing R6 electrified service from Norristown to Valley Forge (at a site in Port Kennedy) 4. Optimize service on the existing R6 Norristown Line 5. Diesel service west of Norristown utilizing stations at Valley Forge, Phoenixville, Royersford, Pottstown, Monocacy, Reading and Wyomissing with a transfer at the Norristown Transportation Center, without an extension of R6 Norristown line electrified service 6. Diesel service between Wyomissing and Conshohocken with service terminating in Conshohocken with a required transfer at Conshohocken 7. Electrified service between Wyomissing and Center City Philadelphia 30th Street Station

Each of these alternatives was analyzed with regard to a standard evaluation framework that is used to evaluate alternatives at the feasibility stage of the project development process. Financial and economic criteria were employed to determine the cost of building and operating each alternative, including costs per annual boarding. Alternatives were also evaluated within the context of existing natural and built environment features that are present along the rail line. Finally, the seven alternatives were assessed on the basis of impacts to transportation and mobility in the region. At this point in the project, the alternatives were evaluated only to the extent that allowed for an understanding of the differences between alternatives, for comparison and evaluation purposes. More detailed analyses will occur in later phases of the project, such as during the environmental clearance phase of project development.

Upon completion of this evaluation process, the STAC determined that three of the seven alternatives listed above would be advanced for financial planning and analysis purposes, as described in Chapter 8. The following alternatives were carried forward:

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1. Diesel service west of Norristown utilizing stations at Valley Forge, Phoenixville, Royersford, Pottstown, Monocacy, Reading and Wyomissing with a transfer at the Norristown Transportation Center and without an extension of R6 Norristown line electrified service 2. Extension of existing R6 electrified service from Norristown to Valley Forge (at a site in Port Kennedy) 3. Electrified service between Wyomissing and Center City Philadelphia 30th Street Station

The other four alternatives were dismissed from further consideration in this study based on a variety of reasons. In sum, the alternative that included diesel service west of Norristown and electrified service to Valley Forge was dismissed because the overlap in service was considered to be inefficient relative to the ridership and travel time benefits that would result from the alternative. Dual power locomotive service was considered to be impractical because the technology is unproven, and diesel locomotives are not allowed in the Suburban Tunnel connecting the Reading Line to 30th Street Station because of safety concerns. The alternative that would optimize existing R6 service would not meet the needs of the entire US 422 corridor since service would not be extended west of Norristown. Finally, diesel service to Conshohocken was eliminated because transfers at Norristown are preferable to transfers at Conshohocken from a rail operations point of view and because connecting services at Norristown to the Route 100 and bus services are superior to transit services at Conshohocken. It should be noted that although this study carried forward the three alternatives that appear to be most feasible, a future Alternatives Analysis (AA) is likely to analyze all of these options, plus non-rail modes, in far greater detail to meet the required rigor of the AA process. The ultimate intent of the Alternatives Analysis, unlike this rail feasibility study, is to evaluate the most effective method for addressing transportation issues in the corridor. Thus, the method identified in the AA may include rail, a non- rail mode, or combination of the two.

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Chapter 3: Evaluation Framework

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Chapter 3: Evaluation Framework

I. Introduction This report chapter outlines the proposed evaluation framework that was used to evaluate and compare the different R6 extension project alternatives. The framework is comprised of a series of evaluation criteria that allowed a consistent comparison of alternatives relative to the potential impacts associated with each alternative as well as the anticipated benefits and effectiveness of each alternative. The criteria that were used to evaluate and compare the alternatives are each described in greater detail below. The actual evaluation and comparison of alternatives is presented in Chapter 5. Criteria are divided into four main categories – financial/economic criteria, natural environment, social/built environment, and transportation.

The ultimate intent of the alternatives evaluation process is to identify both the positive and negative impacts of each alternative and identify the alternative that appears to have the greatest potential for success while also minimizing negative impacts. Further, the intent of the data collection and analysis phase in this step of the project development process is not to identify in detail all of the potential impacts associated with each alternative but rather collect enough data to distinguish between alternatives, while also setting the foundation for the next steps in the project development process, including project environmental documentation.

II. Financial/Economic Criteria The following financial and economic criteria were used to evaluate alternatives: · Costs – Capital Cost. This evaluation criterion is a straight measure of the capital costs associated with each alternative and points to the level of capital investment that will be required for each alternative. Capital costs were generated for each alternative as part of the overall alternatives analysis process. · Costs – Operating Costs. This evaluation criterion is a straight measure of the operating costs associated with each alternative and points to the operating costs that will have to be covered each year, either through farebox recovery or subsidy. Operating costs were generated for each alternative as part of the overall alternatives analysis process. · Efficiency - Capital Cost per Annual Boarding. This evaluation criterion is a productivity measure that describes how much of a return on investment, as measured by the capital cost per annual boarding, there is on each capital dollar expended. · Efficiency - Operating Cost per Annual Boarding. This evaluation criterion is also a productivity measure that describes how much of a return on investment there is on each operations dollar expended.

III. Natural Environment Criteria Natural environment features screened for alternatives included the following subject areas: · The potential effects on the general characteristics of the existing topography, soils and geology were qualitatively and preliminarily quantitatively assessed by considering the likely extent of grading and other earthwork associated with implementing each alternative. · Vegetation. The potential effects on existing vegetation were qualitatively assessed by considering the likely extent of vegetation disturbance associated with implementing each alternative.

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· Wildlife. The potential effects on existing wildlife were qualitatively assessed by considering the likely extent of natural environment disturbance associated with implementing each alternative. · Waterbodies, Wetlands and Floodplains. A number of waterbodies traverse the corridor, some with associated wetlands and floodplains. Wetlands are protected by the U.S. Army Corps of Engineers under Section 404 of the Clean Water Act. Floodplains are protected by federal agencies and the State to provide flood management. The potential effects on existing waterbodies, wetlands and floodplains were qualitatively and preliminarily assessed on a quantitative basis by considering the likely extent of disturbance associated with implementing each alternative. · Water Quality. Local water quality may be affected by existing land uses and other natural and manmade factors. The potential effects on water quality were qualitatively assessed by considering the likely extent of new pollutant contribution associated with implementing each alternative.

IV. Social/Built Environment Criteria · Land Use and Zoning. The compatibility of the alternatives with existing land use and zoning was qualitatively assessed. · Community Effects. The potential for community effects involving disruption or change in access and mobility was qualitatively evaluated for each alternative. · New Right-Of-Way Acquisition. The potential for new ROW acquisition was preliminarily quantified based on the findings of the 2001 Schuylkill Valley Metro MIS/DEIS for comparable alternatives. · Displacements The potential for displacements was preliminarily quantified based on the findings of the 2001 Schuylkill Valley Metro MIS/DEIS for comparable alternatives. · Environmental Justice Community Effects. The potential for a disproportionate effects on qualifying minority and/or low-income communities was qualitatively evaluated based on the findings of the 2001 Schuylkill Valley Metro MIS/DEIS for comparable alternatives. · Visual. The potential for visual effects was preliminarily quantified based on the findings of the 2001 Schuylkill Valley Metro MIS/DEIS for comparable alternatives. · Air Quality. The potential effects on air quality were qualitatively evaluated based on the likely attraction of riders and reduction in miles traveled by personal vehicle. · Noise. The potential for noise effects was qualitatively assessed by examining the relative proximity of noise sensitive receptors to each alternative. · Vibration. The potential for vibration effects was qualitatively addressed based on the findings of the 2001 Schuylkill Valley Metro MIS/DEIS for comparable alternatives. · Sites of Contamination Concern. The potential for impacts due to sites of concern was qualitatively assessed based on the findings of the 2001 Schuylkill Valley Metro MIS/DEIS for comparable alternatives. · Historic and Archaeological Resources. The potential for impacts on known historic and archaeological resources was qualitatively assessed based on the findings of the 2001 Schuylkill Valley Metro MIS/DEIS for comparable alternatives. · Parklands and Open Space. The potential for impacts on parklands and open space was qualitatively assessed based on the findings of the 2001 Schuylkill Valley Metro MIS/DEIS for comparable alternatives.

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· Farmland. The potential for impacts on farmland was qualitatively assessed based on the findings of the 2001 Schuylkill Valley Metro MIS/DEIS for comparable alternatives. · Energy Usage. The potential effects on energy usage were qualitatively evaluated based on the likely attraction of riders, reduction in miles traveled by personal vehicle, and mode of each alternative.

V. Transportation Criteria · Ridership – Forecast Year Daily and Annual Riders. This criterion measures total daily riders. · Traffic Effects – Station Area Intersection Delay/Estimated Level of Service. This criterion considers the impacts of vehicles arriving at project station park and rides and is a conceptual measure based on the difference in station ridership between each alternative. · Traffic Effects – Grade Crossing Delay/Estimated Level of Service. This criterion considers the impacts to traffic of gate closings at grade crossings along the alignment. This is a conceptual measure based on volumes on impacted roadways, the estimated time the roadway traffic is stopped at a grade crossing, and the number of times a grade crossing gate closes during the peak hour. · Accessibility and Mobility – Increased Accessibility to Existing Transit Services and Greater Regional Transportation Options. This measure focuses on whether an alternative expands transit’s reach in the project area by allowing greater access to transit services already in place or brings transit to an area not currently served. It also focuses on the level of increase in overall regional transportation options related to the alternative. · Potential Travel Time Savings. This measure will focus on potential travel time savings under each alternative relative to an automobile trip for a group of origin-destination pairs. · Accessibility – Employment Near Stations. This measure focuses on the amount of employment near stations and provides an understanding of whether an alternative is improving access to employment markets. · Accessibility – Population Near Stations. This measure focuses on the amount of population near stations and provides an understanding of whether an alternative is improving access to population centers at the home end of the trip. · Freight Service Impacts. This measure focuses on a qualitative assessment of the impacts of each alternative on freight services, and how easily these impacts can be mitigated.

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Chapter 4: Alternatives Considered

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Chapter 4: Alternatives Considered

I. Introduction The purpose of this report Chapter is to outline the alternatives that were evaluated as part of this R6 Norristown Line Service Extension Study. As described previously, the Schuylkill Valley Metro Project (SVM) identified a Locally Preferred Alternative (LPA) as express rail service operating between Wyomissing and Philadelphia via Cynwyd and a local rail service operating between King of Prussia and Philadelphia via East Falls. Due to the high cost of implementing the service, the Federal Transit Administration (FTA) did not recommend funding the project. Since the purpose of this feasibility study was to develop more modest options that would bring passenger rail service to the corridor, new lower-cost alternatives were defined. A New Starts Baseline was defined for the purposes of assessing the likelihood of receiving federal funding for a new alternative. 1

It is important to note that this feasibility study defines and analyzes only rail alternatives. If the project were advanced to Alternatives Analysis (AA), the AA process would require the inclusion of a wide range of modal and alignment alternatives, with the ultimate focus of the AA being the identification of the transportation improvements that would most effectively address the corridor’s transportation issues. With that purpose in mind, modal alternatives could include express bus service, Bus Rapid Transit (BRT), or infrastructure improvements to support existing services, among others. It would be necessary also to evaluate these alternatives relative to a No Build alternative, which would consist of existing transit and highway networks and committed improvements by the Delaware Regional Planning Commission (DVRPC) and SEPTA. In addition, an AA would require the analysis of a Transportation Systems Management (TSM) alternative that would include all the improvements identified in the No Build alternative as well as additional improvements to existing services and the existing transportation network. A comprehensive analysis for the AA process would also include an evaluation of alternatives relative to the federal New Starts planning process criteria to determine the likely competitiveness of each alternative relative to procuring New Starts funding.

II. Definition of Alternatives The definition of each alternative below includes service, right-of-way and passenger facility improvements. It should be noted that the seven alternatives are variations of passenger rail service running on existing NS tracks from Norristown to Wyomissing and in some instances service on the existing R6 tracks into Center City Philadelphia. The alternatives were developed with a focus on understanding the ridership, capital costs, and operating and maintenance costs of different service and modal configurations.

Alternative 1 – R6 Extension to Valley Forge Alternative 1 would involve the extension of electrified service from the Norristown Transportation Center to a station to be called Valley Forge, located at a site in the Port Kennedy section of Upper Merion Township. The portion of the trip between Norristown and Valley Forge would run along the existing Norfolk Southern rail line. All trains on the existing R6 service would be extended to Valley Forge. This service structure does assume that R6 service would no longer run to Cynwyd. Stops would include Norristown and Valley Forge. Facility improvements for this alternative would include a new rail station and park-and-ride at Valley Forge and passenger information facilities.

1 The New Starts Baseline is discussed in the Financial Plan & Financing Options chapter of this report.

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Alternative 2 – Wyomissing to Norristown with R6 Extension to Valley Forge Alternative 2 would involve diesel service between Wyomissing and Norristown, with a transfer to existing R6 service at Norristown. Alternative 2 also includes the extension of electrified service from Norristown to Valley Forge as described in Alternative 1, thus creating an overlap of diesel and electric service. All schedules would be developed to so that eastbound diesel trains arriving at Norristown would meet the R6 service and the westbound trips to Wyomissing would be scheduled in conjunction with R6 arrivals at Norristown. The rail service west of Norristown would run 3 trips eastbound in the morning peak period and 3 trips westbound in the evening rush hours. One train would run each direction mid-day. Rail stops would include Norristown, Valley Forge, Phoenixville/Route 29, Royersford, Pottstown, Monocacy, Reading, and Wyomissing. Facility improvements for this alternative would include new rail stations and park-and-rides at Valley Forge, Royersford, Monocacy and Wyomissing, as well as modifications to the existing NS alignment to allow for joint passenger/freight operations. Stations built for prior passenger rail service are present at Phoenixville, Pottstown and Reading. 2 New stations at Phoenixville and Pottstown would be required as stations from prior rail passenger service are not available.

Alternative 3 – Diesel Service - Wyomissing to Norristown without R6 Extension Alternative 3 would involve diesel service between Wyomissing and Norristown. Service between Norristown and Center City Philadelphia would be via existing SEPTA R6 service. A transfer at Norristown would be required for passengers traveling from west of Norristown to Philadelphia. Unlike Alternative 2, Alternative 3 would not include the extension of R6 service to Valley Forge. The service plan, station stops and facility improvements, however, would be the same as Alternative 2.

Alternative 4 – Diesel Service - Wyomissing to Conshohocken Alternative 4 would involve diesel service between Wyomissing and Conshohocken with service terminating in Conshohocken. Service between Conshohocken and Center City would be via existing R6 service. A transfer at Conshohocken would be required for passengers traveling from west of Conshohocken to Philadelphia. All schedules would be developed to so that eastbound diesel trains arriving at Conshohocken would meet the R6 service and the westbound trips to Wyomissing would coordinate with the westbound R6 service. The service plan, station stops and facility improvements would be the same as Alternatives 2 and 3.

Alternative 5 – Wyomissing to Philadelphia 30th Street Station (Dual Mode) Alternative 5 would involve service powered by dual power locomotives between Wyomissing and Philadelphia 30th Street Station. The service would provide a one-seat ride from stations along the corridor into Center City. Dual power service would run as diesel service into Norristown and then would run via overhead catenary into Center City. Service would run express east of Norristown except for station stops at Conshohocken and Temple University. The service plan, station stops and facility improvements would be the same as Alternatives 2, 3 and 4.

Alternative 6 – Wyomissing to Philadelphia 30th Street Station (Electrified) Alternative 6 would involve electrified service between Wyomissing and Philadelphia 30th Street Station. The service would provide a one-seat ride from stations along the corridor into Center City. Service would run express east of Norristown except for station stops at Conshohocken and Temple University. The service plan, station stops would be the same as Build Alternatives 2, 3, 4 and 5. Facility improvements would include the track and right-of-way improvements associated with the other alternatives but would also include the installation of an overhead catenary system from Norristown to Wyomissing.

2 Chapter 6 presents detailed information about proposed rail stations and station areas.

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Alternative 7 – Optimize R6 Service Alternative 7 includes the addition of two additional peak direction trips in each of the peak periods on the existing R6 service.

Build Alternatives 2, 3, 4, 5 and 6, alternatives that would bring service to and from Wyomissing, also assume additional R6 service to provide the capacity required to handle the additional riders from west of Norristown that will utilize the R6 after transferring at Norristown.

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Chapter 5: Analysis of Alternatives

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Chapter 5: Analysis of Alternatives

I. Introduction This report chapter contains the results of the evaluation of each of the rail service extension alternatives identified at the beginning of the feasibility planning process and described in Chapter 4. The intent of the evaluation process outlined in the following sections of this chapter is to provide decision-makers with a detailed understanding of the positive and negative elements of each alternative so that they are fully informed as they make decisions regarding project next steps. The intent of the data collection and analysis phase of the evaluation process outlined below is not to identify in detail all of the potential impacts associated with each alternative, but rather collect enough data to distinguish between alternatives, while also setting the foundation for advancing the project beyond the feasibility phase.

Previous studies conducted for rail service in this corridor are relied upon to the greatest degree possible. The evaluation of the natural environment criteria below used data on existing conditions that was readily available from existing GIS-based sources and/or previous Schuylkill Valley Metro-related documentation. Primary data collection was not part of the scope of work for this study.

It should be noted that for many of the Natural Environment criteria outlined below, there will be no or minimal difference between alternatives because alignment and station sites will be the same. Even when there may be no or minimal differences, however, we feel that is still important to identify potential impacts as a foundation for the next steps in the project development process, particularly environmental documentation.

The evaluation criteria used to compare alternatives fell into one of the following criteria categories: · Financial and Economic · Natural Environment · Social/Built Environment · Transportation

The result of the evaluation of each alternative based on these criteria is outlined in the following chapter sections.

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II. Financial/Economic Analysis There are four financial and economic criteria utilized in evaluating each of the R6 extension alternatives. These include: capital costs; operating costs; capital cost per annual boarding; and, operating cost per annual boarding.

The results of these four criteria, for each alternative, are summarized in Table 5 - 1 below.

Table 5-1: Comparison of Alternatives According to Financial and Economic Criteria Annual Annual Capital Annual Capital Cost Alternative Operating O&M Cost/Annual Ridership ** Cost Cost/Rider Ridership 1. R6 Extension to Valley Forge – 292,500 $1,744,200 $27,000,000 $5.96 $92.31 Electric 2. Wyomissing to Norristown with R6 1,181,822 $9,146,700 $213,500,000 $7.74 $180.65 Extension – Diesel/Electric Overlap* 3. Wyomissing to Norristown without R6 889,322 $7,402,700 $186,500,000 $8.32 $209.71 Extension – Diesel* 4. Wyomissing to Conshohocken – 915,131 $7,584,200 $186,500,000 $8.29 $203.80 Diesel* 5. Wyomissing to Philadelphia 30th 1,386,181 $10,561,800 $186,500,000 $7.62 $134.54 Street Station – Dual Mode 6. Wyomissing to Philadelphia 30th 1,386,181 $8,778,700 $264,500,000 $6.33 $190.81 Street Station – Electrified

7. R6 Service Optimized 145,375 $1,920,000 $14,000,000 $13.21 $96.30

* Operations include the cost of additional R6 service to accommodate additional riders from west of Norristown transferring to the R6. ** Capital Costs for all alternatives except optimizing R6 service do not include vehicles (the only capital costs associated with optimizing R6 service is vehicle costs)

The data in Table 5-1 show that the lowest operating cost per new rider, which indicates how efficiently operating dollars expended are utilized, is associated with the extension of the R6 service as well as the two services that run directly into Center City Philadelphia from west of Norristown.

With regard to services beginning in Wyomissing, the reason for the difference between services running directly into Philadelphia versus the services terminating at Norristown or Conshohocken relates to the fact that the two direct services have higher ridership than the services requiring a transfer. The required transfer results in a ridership penalty because some riders will opt not to use the service because of the transfer requirement. In addition, the two direct services from Wyomissing require no additional R6 capacity to handle riders from west of Norristown transferring to the R6 in Norristown or Conshohocken. In essence, the alternatives that have services terminating at Norristown or Conshohocken require additional R6 service to provide the additional capacity needed to handle transfers from the Wyomissing service, while the direct services provides the capacity for riders boarding west of Norristown themselves. This additional R6 service adds operating costs to the two alternatives terminating short of Center City.

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The lowest capital costs per annualized ridership are associated with the optimization of the R6 service and the R6 Extension service. However, the optimization of the R6 service does not provide service west of Norristown and the R6 Extension service does not provide rail service west of Valley Forge. Thus, service along the US 422 corridor is very limited with either alternative.

The two services from Wyomissing that run directly into Center City Philadelphia have a higher capital cost per rider than the R6 alternatives, but have lower capital costs per rider than do the services running from Wyomissing that terminate at either Norristown or Conshohocken. This condition is because these direct service alternatives have higher ridership (because there is no transfer penalty for passengers going to downtown). In addition, the Dual Mode alternative has a much lower capital cost per rider because its higher ridership is paired with capital costs comparable to the services terminating short of Center City. Alternatives where services terminate at either Norristown or Conshohocken have the highest capital cost per rider because of lower ridership associated with a transfer penalty, while still having the costs associated with capital improvements west of Norristown.

III. Natural & Social/Built Environment Analysis The preliminary alternatives were evaluated in the context of existing natural and built environment features. As described in Chapter 3, the natural and built environment factors used in the screening evaluation included: land use and zoning, community effects, new ROW acquisition, displacements, environmental justice community effects, visual, air quality, noise, vibration, contaminated materials, known historic and archaeological resources, parks, farmland, energy usage, topography, soils, geology, vegetations, wildlife, waterbodies, wetlands, floodplains, and water quality.

Potential effects were primarily assessed qualitatively, although some probable impacts were preliminarily quantified. An environmental matrix was developed as a way of examining potential impacts of each alternative and enabling comparison of the alternatives in terms of environmental impacts. Appendix B presents the environmental matrix.

The alternatives were found to perform similarly in the following areas: · Land use and zoning: Using the existing rail corridor for passenger service was determined to be a consistent use for the corridor. As a result, each alternative was determined to be compatible with existing local land use and zoning. · Community effects: The alternatives are not anticipated to result in road closures or disruption of traffic patterns at existing corridor crossings. As a result, each alternative would have minimal to no community effects. · Environmental Justice Effects: The alternatives may have potential built environment effects along the corridor as identified in this screening. However, these potential effects are not expected to be borne disproportionately by any particular community. · Vibration: Use of the existing rail corridor by any of the alternatives is not expected to cause any new vibration impacts that would exceed FTA-prescribed thresholds. · Water quality: Use of the existing rail corridor by any of the alternatives is not expected to cause any substantial water quality impacts.

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Comparative Discussion In general, Alternatives 1 (R6 Extension, electric) and 7 (R6 Optimized) would have the least potential impacts on the natural and built environment. This condition is because the geographic scopes of Alternatives 1 and 7 are considerably smaller than the other alternatives. As Alternative 7 would involve optimizing existing operations, potential impacts would be minimal to none. In contract, Alternatives 2 (R6 Extension, diesel overlap), 3 (Norristown to Wyomissing without R6, diesel), 4 (Conshohocken to Wyomissing, diesel), 5 (Center City to Wyomissing, dual power) and 6 (Center City to Wyomissing, electric) would extend to Wyomissing, thereby having considerably larger geographic scopes. Alternative 4 would provide the largest geographic scope of diesel service while Alternative 6 would involve no diesel service. These geographic and mode differences directly influence the extent of potential impacts.

Alternatives 2 (Norristown to Wyomissing with R6, diesel), 3 (Norristown to Wyomissing without R6, diesel), 4 (Conshohocken to Wyomissing, diesel), 5 (Center City to Wyomissing, dual power) and 6 (Center City to Wyomissing, electric) would have similar potential impacts in the areas of: · New ROW acquisition (569 parcels); · Displacements (41); · Impacts in the areas of visual (2); and, · Impacts in the areas of parks (8), farmland (21), topography, soils, geology, forests, waterbodies (47 crossings), wetlands (5.5 acres), and floodplains.

Due to the longer length of diesel service, Alternative 4 would generally have more impacts and fewer benefits than the other alternatives in the areas of: · Air quality, noise; · Contaminated materials; · Known historic and archaeological resources; and, · Energy usage.

Alternative 1 (R6 Extension to Valley Forge, Electric) would have considerably fewer impacts (predominantly because of the limited geographic scope of Alternative 1) than Alternatives 2 (R6 Extension, Diesel Overlap), 3 (Norristown to Wyomissing without R6, Diesel), 4 (Conshohocken to Wyomissing, diesel), 5 (Center City to Wyomissing, Dual Mode) and 6 (Center City to Wyomissing, Electric) in the areas of: · New ROW acquisition; · Displacements (0); · Impacts on visual, air quality, and noise; · Contaminated materials; · Historical and archaeological resources; and, · Impacts in the areas of parks (1), farmland (0), topography, soils, geology, vegetation, waterbodies (5), wetlands, and floodplains.

Alternative 7 (Optimize R6 Service) would have no natural or built environment impacts. Some air quality and energy usage benefit would occur due to reduced commuter energy usage, although Alternative 7 would have the least air quality and energy usage benefit of all the alternatives.

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Alternative 6 would provide the highest energy usage benefit. Alternatives 2 and 5 would provide slightly less benefit compared to 6. Alternatives 3 and 4 would less benefit than Alternatives 2 and 5. Alternative 7 would provide the least energy benefit.

Alternatives 2, 3, 4, and 5 would increase regional diesel emissions, but would reduce regional automobile emissions; Alternative 4 would increase diesel emissions slightly more than Alternatives 2, 3, and 5. Alternatives 1 and 7 would reduce automobile emissions to a lesser degree than 2, 3, 4 or 5, but no additional diesel emissions would be produced. Alternative 7 would have the least benefit in reducing automobile emissions.

IV. Transportation Seven transportation criteria were utilized as part of the framework for evaluating and comparing alternatives and include: 1) Ridership by alternative; 2) Traffic Effects by Alternative at Station Area Intersections and Grade Crossings; 3) Accessibility and Mobility; 4) Potential Travel Time Savings; 5) Accessibility – Employment Near Stations; 6) Accessibility – Population Near Stations; and, 7) Freight Service Impacts.

The performance of each alternative relative to each of these criteria is outlined below.

Ridership by Alternative. Ridership by alternative is summarized in Table 5 -2 below.

Table 5-2: Annual Ridership by Alternative

Alternative Description Annual Ridership Alternative 1 R6 Extension to Valley Forge – Electric 292,500 Alternative 2 R6 Extension/Diesel Overlap 1,181,822 Alternative 3 Wyomissing to Norristown – Diesel 889,322 Alternative 4 Wyomissing to Conshohocken – Diesel 915,131 Alternative 5 Wyomissing to Philadelphia – Dual Mode 1,386,181 Alternative 6 Wyomissing to Philadelphia – Electrified 1,386,181 Alternative 7 Optimize R6 Service 145,375

The data in Table 5-2 show the alternatives with the highest ridership are those running directly into Center City compared to those alternatives requiring a transfer in Norristown. This lower ridership on the latter reflects the penalty associated with the required transfer.

Traffic Effects. Traffic effects at station area intersections will vary depending on the level of traffic associated with arriving passengers. Therefore, annual ridership is a good proxy for estimating traffic impacts because the higher the ridership associated with an alternative the higher will be station arrivals. Given the higher ridership associated with the alternatives running directly into Center City, these alternatives will have a higher rate of station arrivals and therefore can expect to have greater traffic impacts on station area intersections.

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Traffic effects associated with gate closings at grade crossings will be based on the number of trains passing through the grade crossing during different periods of the service day as well as the length of the gate closing at the grade crossing, the latter of which is based on the length and speed of the train. Since the proposed operating plan is consistent for all of the alternatives that have services running to Wyomissing, the traffic impacts at grade crossings will also be similar for all alternatives.

Accessibility and Mobility – Increased Accessibility to Existing Transit Services and Greater Regional Transportation Options. Each of the alternatives increases regional transportation options and increases access to existing transit service, but to different degrees. The alternatives with service running to Wyomissing provide the greatest increase in mobility options because residents west of Norristown currently do not have a transit commute option into Center City Philadelphia without driving relatively significant distances in their car. The alternatives that extend existing R6 service to Valley Forge will also expand mobility options; however, because this geographic area contains more transit service, the impacts will not be as great.

Potential Travel Time Savings. As with the impacts of each alternative on accessibility and mobility, the alternatives with service to Wyomissing have the greatest potential impact on travel time because riders boarding farther west will travel the farthest distance on rail, free of roadway congestion. The alternatives that include extensions to Valley Forge will also have potential positive impacts by helping to avoid traffic on US 422.

Accessibility – Employment and Population Near Stations. Each of the alternatives with service to Wyomissing will have the same impacts on accessibility to employment and population at the western end of the study alignment because the same stations will be served and a comparable operating plan will be utilized. The alternatives involving extensions to Valley Forge will also increase accessibility, though to a lesser degree than those services running to Wyomissing.

Freight Service Impacts. The study alignment west of Norristown is an active and busy freight corridor on the Norfolk Southern system and, therefore, all of the alternatives that involve extension of service west of Norristown (all alternatives considered in this analysis except R6 Optimized) will result in potential impacts to freight service. This includes potential impacts to Abrams Yard, located between Norristown and Valley Forge. 1

The alternatives that include service to Wyomissing will have greater potential impacts on freight simply because they will be running on more active freight track than the alternatives involving service extensions only to Valley Forge. It is important to note that mitigation of impacts, including the potential construction of a third track to handle passenger service, are being evaluated at a conceptual level in this feasibility phase and will be analyzed in greater detail in the next stages of the project development process.

1 See Chapter 7, Norfolk Southern Action Plan, for a discussion of the issues associated with introducing passenger rail service on freight right-of-way.

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V. Summary and Conclusions Each of the alternatives has both strengths and weaknesses. A short summary of each alternative is outlined below.

Alternative 1: R6 Extension to Valley Forge This alternative has lower ridership than all but one of the other alternatives, but it also has the lowest annual O&M cost per rider, meaning it efficiently utilizes the O&M dollars expended. The service does not provide the greater regional accessibility that accrues from the alternatives that have service to Wyomissing. This alternative also has lower capital costs than the services that run past Valley Forge. With regard to the natural and built environments, this alternative would generally have fewer impacts than the alternatives with service to Wyomissing because the geographic scope of this alternative is smaller and therefore affects fewer resources.

Alternative 2: Wyomissing to Norristown (Diesel) with R6 Extension This alternative has higher ridership than the two stand-alone Wyomissing diesel services and thus a lower O&M cost per rider than those two alternatives. This higher ridership relates to the fact that passengers boarding in Valley Forge will not be required to transfer at Norristown. The environmental impacts for this alternative are generally comparable to the stand-alone Wyomissing to Norristown Diesel service. This alternative has one of the highest overall capital costs, but the capital cost per rider is lower than the two diesel services described above because of the higher ridership associated with the extension of R6 service.

Alternative 3: Wyomissing to Norristown (Diesel) without R6 Extension This alternative has lower ridership than the other alternatives with service to Wyomissing because it terminates at Norristown rather than continuing into Center City, thus requiring a transfer in Norristown. This transfer requirement lowers ridership and also requires additional R6 service to handle the additional riders boarding R6 service at Norristown. These factors combined result in the highest O&M cost per rider other than the R6 Optimization. The alternative does have lower capital costs than the electrified service from Wyomissing into Center City. With regard to the natural and built environment the greater geographic scope of the alternative relative to the R6 Extensions would result in more impacts. This alternative would increase regional diesel emissions, but would reduce regional auto emissions, though the benefits are not as great as electrified service to Wyomissing because of the diesel emissions.

Additionally, this service may be the easiest of the Wyomissing alternatives to implement because it involves less infrastructure development than the other Wyomissing alternatives.

Alternative 4: Wyomissing to Conshohocken (Diesel) The impacts of this alternative are fairly comparable to the Wyomissing to Norristown diesel service though running into Conshohocken attracts some additional riders and there is a marginally lower O&M cost per rider. The diesel emissions associated with this alternative are more than that of the diesel service terminating at Norristown. There are also anticipated greater impacts associated with noise, historic, and archaeological resources.

Initial review of operations at Conshohocken and the ability to handle a transfer to R6 indicates there could be difficulty in using Conshohocken as the diesel terminal station. This alternative has not been definitively dropped from this analysis, but more detailed analysis in the next stages of the project development process may indicate this alternative is infeasible.

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Alternative 5: Wyomissing to Philadelphia 30th Street Station (Dual Mode) This alternative has higher ridership than the two diesel alternatives that do not run all the way into Center City Philadelphia. While it also has higher annual O&M costs associated with using a locomotive technology that would run only on this line, the higher ridership on the line results in a lower O&M cost per rider than the alternatives that have services terminating prior to Center City. In addition, the capital cost per annual rider is lower than the other Wyomissing alternatives because of higher ridership and lower capital costs relative to the electrified service from Wyomissing to Philadelphia. The environmental impacts for this alternative are generally comparable to the stand-alone Wyomissing to Norristown Diesel Service, though potential noise impacts east of Norristown will be greater because of the additional trains associated with this service.

Dual-Mode locomotives utilizing overhead catenary for their electric power are relatively rare and, therefore, these locomotives will be more expensive to purchase than other locomotive types used by more systems. In addition, there is currently a prohibition against running diesel locomotives in the Suburban Tunnel in downtown Philadelphia. These are factors that will need to be considered in future evaluations of this alternative as the planning process moves forward.

Alternative 6: Wyomissing to Philadelphia 30th Street Station (Electrified) This alternative has the second lowest O&M cost per rider, with a cost per rider higher only than the R6 Extension Alternative. This alternative also shares the highest ridership with the dual mode locomotive service from Wyomissing to 30th Street Station. The environmental impacts associated with this alternative would be comparable to the service from Wyomissing, except that it would not result in the air quality impacts associated with Diesel emissions occurring with the other alternatives.

Alternative 7: Optimize R6 Service This alternative has the lowest ridership and the highest O&M cost per rider. The alternative does have the lowest capital costs of the all of the alternatives, but does not meet the goals of the other alternatives of extending accessibility to potential riders west of Norristown.

Upon completion of this evaluation, the Study Technical Advisory Committee (STAC) decided that only three of the alternatives analyzed above should be advanced for financial planning and analysis purposes. Alternative 1 (extension of R6 electrified service), Alternative 3 (diesel service west of Norristown with a transfer to the R6) and Alternative 6 (electrified service from Wyomissing to Philadelphia) were carried forward. Although this study carried forward the three alternatives that appear to be most feasible, a future Alternatives Analysis (AA) is likely to analyze all these options plus non-rail modes in far greater detail to meet the required rigor of the AA process. The AA process is focused on identifying the best methods for addressing transportation issues in the corridor.

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Chapter 6: Stations & Area Plans

July 2008 Chapter 6. Stations and Area Plans 6-1

Chapter 6: Stations and Area Plans

I. Introduction Chapter 6 presents current information about proposed stations and station areas that would be served by various R6 rail service extension alternatives. Proposed station locations were identified and analyzed along the corridor including: Valley Forge/Port Kennedy, Phoenixville, Royersford, Pottstown, Monocacy, Reading, and Wyomissing. Each location was previously analyzed under the Schuylkill Valley Metro concept and analyzed in the Schuylkill Valley Rail Assessment Study. The Assessment Study is used as a basis for information about potential station sites and conditions. 1 In addition, station planning meetings were held with local officials to update information and to verify or identify appropriate station locations. These meetings were also used to determine development and transportation opportunities and constraints within the immediate area that would influence its location and potential ridership.

II. Conceptual Stations A. Valley Forge Background Two station alternatives were considered in the Schuylkill Valley Rail Assessment Study (SVRA) in the area near US 422 and the Schuylkill River in Upper Merion Township. The first site, referred to as Port Kennedy (HP 21.5) in the SVRA, is the former 1981 station site located on land owned by the National Park Service. The site contains an overgrown park-and-ride lot on the north side of the rail line. As noted in the SVRA, the site has several positive attributes that contributed to the recommendation that it be implemented in Stage 1. These attributes include: · Single-platform station that can be quickly constructed; · Located close to a highway river crossing; · Good highway access; and, · Close proximity to the US 422 interchange.

The challenges noted in association with this station included the necessary cooperation of the National Park Service and possible parkland encroachments in the reuse of the former park-and-ride lot.

The second site identified in the SVRA was referred to as the Port Kennedy TOD Site (HP 21.0). This site is noted as being a former refractory site with an on-site asbestos dump potentially posing environmental challenges for both the station site and potential transit oriented development (TOD). The site also requires a new grade-separated pedestrian crossing of the railroad. Noted advantages of this site included the following. · Available vacant land for park-and-ride construction; · Close proximity to a highway river crossing; · Good highway access; and, · Close proximity to the US 422 interchange.

1 Schuylkill Valley Rail Assessment Study, Parsons Brinkerhoff, March 2005.

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The SRVA recommended the Port Kennedy TOD site be implemented in Stage 2 or later when a TOD partnership for development of the site can be realized.

For purposes of this study, the Port Kennedy site located on the National Park Service property will be referred to as Port Kennedy and the Port Kennedy TOD site will be referred to as the Valley Forge site. Figure 6-1 identifies the two station locations.

Figure 6-1: Port Kennedy and Valley Forge Stations

In an effort to determine the preferred station location, meetings were held with stakeholders to determine if the original recommendations of the SVRA are still valid. 2 Based on stakeholder meetings, it was determined that two key factors now contribute to a change in station priority. The first factor is the planned Betzwood Bridge reconstruction. The proposed improvements associated with the Betzwood Bridge include a possible configuration of the Betzwood Bridge to include one vehicular traffic lane in each direction and a separated 12-foot wide pedestrian bridge to connect the Schuylkill River Trail to Valley Forge National Park. A pedestrian underpass connection is proposed below the Betzwood Bridge and the US 422 Bridge to connect to the area northeast of US 422 along the Schuylkill River near the Valley Forge Towers development. The design of the Betzwood Bridge will prohibit vehicular access to the Port Kennedy station as originally conceived in the SVRA. In addition, the National Park Service is not supportive of commuter parking at this location and, in fact, does not see a need for any parking in this area. The Park Service would like to see a station stop at this location for visitors of Valley Forge National Park, particularly on the weekends. Thus, the station site originally recommended as being implemented in Stage 1, Port Kennedy, is no longer deemed to be a feasible station site. Therefore, the station site under consideration as part of this study is the Valley Forge Station site.

2 Station Planning Meeting, April 8, 2008. Attendees included Leo Bagley, Montgomery County Planning Commission, Ron Wagenmann, Township Manager, Rob Loeper, Township Planner, Dierdre Gibson, Valley Forge National Park, Jack Smyth, Boyles, Smyth Associates, Sam Little, Boyles, Smyth Associates, Christine Bishop-Edkins, DMJM Harris, Leslie Roche, DMJM Harris, Scott Schiltz, CHPlanning, and Tracy Lee Tackett, CHPlanning

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Existing Conditions/Property Ownership The Valley Forge Station Site is located near the Valley Forge Towers and other high density developments in close proximity. Directly east of the station site is a sewer treatment facility owned by Upper Merion Township. The Valley Forge Towers, a condominium community, is located southwest of the station site.

The property on which the station is proposed is currently vacant and is owned by the developer Piazza. The site contains approximately 11 acres and was previously used as a refractory site. The eastern portion of the site is a capped landfill, which has been graded to accommodate parking and conduit has been installed for lighting. The Piazza property is generally level, with more significant sloping along the railroad tracks, directly to the north.

Conceptual development plans for the Piazza property are in the review phases with the Township to allow an age-restricted development on the subject property.

Mancill Mill Road provides access to the proposed station site. Alternatives for realignment of Mancill Mill Road and PA 23 are currently being considered to improve traffic conditions in this area.

An informal hiking trail extends from an apartment complex (located between the Valley Forge Towers and US 422) under US 422 connecting to Valley Forge Park. Other pedestrian facilities in the immediate areas are limited.

Existing Zoning and Planning Documents The property identified for the station site is currently zoned SM-1, Suburban Metropolitan. The District is intended to allow uses such as offices, laboratories, hotels and light manufacturing. The zoning district also permits a passenger station terminal for public transportation. Figure 6-2 shows the zoning of the subject property and zoning of surrounding properties.

Figure 6-2: Valley Forge Station Zoning

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Upper Merion Comprehensive Plan The land use chapter of the Upper Merion Comprehensive Plan identifies the Piazza property as a critical property within the Township with specific guidelines for development. According to the Plan, the following guidelines apply:

This property, which is located between Mancill Mill Road and the Schuylkill River, has been used for industrial purposes in the past. This site should be used for medium-high density residential, perhaps with a mix of small-scale office and retail uses at the future Port Kennedy train station. Any future development on this site must accommodate both the right-of-way for the cross-county metro and the train station. It must also provide improved access including a secondary emergency access.

The implementation chapter of the Upper Merion Comprehensive Plan recommends that a Transit Oriented Design Overlay District be created over areas in the Township located with one-quarter mile of future train stations when this development meets certain design requirements.

Schuylkill Valley Metro Corridor Station Area Planning and Implementation Study In addition to the Upper Merion Comprehensive Plan, a Schuylkill Valley Metro Corridor Station Area Planning and Implementation Study was completed by Wallace Roberts and Todd, LLC for the Delaware Valley Regional Planning Commission (DVRPC) in 2003. This study looked at the area around the station site and developed conceptual plans for this area. The plan was based on the incorporation of the Cross-County Metro line serving this area in addition to the Schuylkill Valley Metro line.

Figures 6-3 and 6-4 show the Concept and Illustrative Plans taken from this study to illustrate the concepts being considered for this area.

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Figure 6-3: Schuylkill Valley Metro Corridor Station Area Planning and Implementation Study Concept Plan

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Figure 6-4: Schuylkill Valley Metro Corridor Station Area Planning and Implementation Study Illustrative Plan

While plans for the Cross-County Metro are no longer being considered for this area, many of the concepts recommended in this study are still applicable. In particular, the development of the Piazza property should be designed to allow for the construction of parking for a future train station.

Figure 6-5 illustrates the most recent development proposal for the Piazza Tract. It can be seen that the latest proposal for development results in the age-restricted structures encroaching into the area originally identified for the park-and-ride lot and a limited amount of space remaining for commuter parking.

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Figure 6-5: Piazza Tract Development Plan

It was noted by Township representatives that the age-restricted housing plan is still in the conceptual stage and the developer is working on obtaining a map amendment to allow the age-restricted housing. The density proposed is higher than currently permitted by ordinance, which is still in the discussion phases. The developer has been willing to work with station planning, but has been waiting for an extended period of time and would like to move forward.

Opportunities for Multi-Modal Access While there are currently limited pedestrian and bicycle facilities in the area, there are plans for the development of pedestrian and bicycle facilities, particularly linking this area to Valley Forge National Park. Existing and proposed multi-modal access to the area is described as follows.

Transit The study area is currently served by SEPTA bus Route 99 which provides connections to the King of Prussia transit center and Norristown to the east and Phoenixville to the west. The bus stops at the entrance to the Valley Forge Towers. Development of the station site with rail service would likely result in expanded bus service to this area.

Pedestrian and Bicycle The area surrounding the study site does not have sidewalks or other pedestrian facilities. The Township developed a feasibility study in 2005 titled Feasibility Study for the Upper Merion Township-Wide Pedestrian and Bicycle Network. One objective of the study was to develop a conceptual pedestrian network, bicycle network and greenway/multi-use trail plan.

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Figure 6-6 is a portion of the existing network plan showing the area around the station site. It can be seen that multi-use trails are located on the north side of the river and in Valley Forge National Park, but existing facilities do not link the subject area to these trails at this time. The proposed multi-use trail is proposed to run adjacent to the station site and connect into the Valley Forge National Park trail.

Figure 6-6: Upper Merion Township-Wide Pedestrian and Bicycle Network

The following excerpt from the feasibility study (Figure 6-7) identifies project priorities in the area near the station site. The priorities include the use of existing utility right-of-way between the Valley Forge Towers and the apartment complex to the west to provide a pedestrian link between the multi-use trail proposed along the railroad right-of-way and PA 23.

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Figure 6-7: Upper Merion Township-Wide Pedestrian and Bicycle Network Project Implementation Priorities

Traffic and Parking

Traffic Several traffic issues are identified within a one-quarter mile of the station site. As mentioned previously, Mancill Mill Road and PA 23 near the intersection with Mancill Mill Road are being studied for potential realignment to improve traffic conditions in this area. The intersection of PA 23 and US 422 experiences significant congestion during peak and off-peak traffic periods. Work is underway to add an additional travel lane on westbound US 422 across the Schuylkill River to relieve some congestion problems experienced at this intersection.

Given current congestion in the area, access to the station site will be challenging for commuters and may serve as a deterrent to using this station. However, as improvements are completed as planned, access to the site is expected to greatly improve.

Parking The eastern portion of the Piazza property has been identified for commuter parking in past plans and studies. However, with past failures of funding for the project, the owner of the property is moving forward with a more expansive development of the subject property. If approved as currently proposed, the development may significantly limit the amount of commuter parking that can be accommodated in the station area. The Township should consider requiring the developer to maintain the eastern portion of the site for future station parking, as is recommended in the Comprehensive Plan.

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Opportunity for Transit Oriented Development The opportunities for transit oriented development still exist as identified in the Station Areas Technical Report. However, as noted previously, the Township is currently considering a development application for an age-restricted development and a hotel. Approval and construction of these applications would substantially limit the area for additional transit oriented development of any large scale.

There is a significant amount of transit adjacent development nearby within walking distance of the station site. Many of these developments would benefit from the establishment of a station site in this area.

Station Viability The viability of this station site appears to be dependent on the action of Upper Merion Township with regard to the Piazza property. If the Piazza property is developed to preclude the opportunity for commuter parking, the viability of this station location is very limited. If the Township requires a portion of the Piazza property to be retained for commuter parking the viability of this site will be greatly improved.

An additional challenge facing this station site is the surrounding traffic congestion. Continuation of the high level of congestion in the area may detrimentally affect the viability of the site. Site improvements for this station site appear to be the most challenging of all the station sites identified in the study. The station improvements will require an elevated pedestrian crossing of the tracks and construction of a platform in addition to the construction of all necessary parking facilities. Figure 6-8 presents a conceptual station and access plan for the Valley Forge station.

Figure 6-8: Valley Forge Conceptual Station and Access Plan

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B. Phoenixville Background The proposed Phoenixville station site is referred to as the SR 29 Site in the SVRA. The site is located just north of the railroad tracks along PA 29. As noted in the SVRA, there is limited land available for park-and- ride construction and the entrance to the parking area has poor driveway sight lines that may require a traffic signal on PA 29. The PA 29 Bridge provides grade-separated pedestrian crossing of the railroad. The location is close to a highway river crossing.

The SRVA suggests that a single-platform station (as needed for Stage 1) can be quickly constructed, recommending that this station be implemented in Stage 1 until the Canal Site is available.

Existing Conditions/Property Ownership The site, illustrated in Figure 6-9, is currently improved with a level gravel area and a small brick building. The site also contains two billboards located between the entry drive and the railroad tracks. The parcel is owned by Norfolk Southern.

Figure 6-9: Phoenixville Station Location

Directly south of the tracks is an area designated for approximately six to eight parking spaces, just off Ashland Street, and this area had been used as a pump station for the Borough. The pump station has since been relocated, but this area remains under the Borough of Phoenixville ownership. The Borough plans to utilize this parking area for trailhead parking for the extension of the Schuylkill Valley Trail. However, Borough representatives indicated this parking could also be used for the train station. Additionally, Ashland Street is designed and constructed to allow for some on-street parking.

Existing Zoning and Planning Documents The zoning, shown in Figure 6-10, of the Norfolk Southern property north of the railroad tracks is FCE- French Creek East District permits parking lots by right. This district also permits a range of commercial and higher density residential uses.

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Figure 6-10: Borough of Phoenixville Zoning Districts

Proposed Station Location

The Phoenixville Region Comprehensive Plan was recently adopted by the Borough and the surrounding municipalities as a regional comprehensive plan. Within the Regional Comprehensive Plan, Recommendation #15 in the Transportation and Circulation Plan states the following: Support the construction of the Schuylkill Valley Metro with a transportation center in the French Creek Center located in Phoenixville and Pawlings Road in Schuylkill Township.

The Plan notes there is no passenger rail service in the Phoenixville Region and that local commuters frequently use the SEPTA R-5 regional rail line. The Plan recognizes ongoing efforts to study variations of the original preferred alternative and notes that in an effort to reduce overall costs, the Region should also coordinate with SEPTA to investigate additional locations for transportation centers such as Pawlings Road in Schuylkill Township.

Opportunities for Multi-Modal Access

Transit The study area is currently served by SEPTA Route 99, which connects Phoenixville to Norristown and Royersford. However, it is noted in the Regional Comprehensive Plan, the Phoenixville Region is under- served by transit. SEPTA is considering the separation of Route 99 into two different routes to better serve the region.

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Pedestrian and Bicycle The station is located within walking distance of both downtown Phoenixville and Mont Clare, just across the Schuylkill River. Sidewalks exist throughout downtown Phoenixville and Mont Clare and link the two communities immediately adjacent to the station site.

Plans for the extension of the Schuylkill River Trail are underway, which will result in the linkage of Oaks and Port Providence to Phoenixville directly adjacent to the proposed station site.

A multi-use path exists along French Creek in the downtown area. This path allows bicycles and pedestrians an option to bypass the downtown area and link to the proposed station area. Bicycle lanes are not located along PA 29 or elsewhere within Phoenixville. No plans are identified for bicycle lanes in the immediate area. The extension of the Schuylkill River Trail may incorporate some type of bicycle lane facilities.

Traffic and Parking

Traffic According to Township and County representatives, traffic congestion in the immediate area along PA 29 and through downtown Phoenixville occurs during peak travel times. 3 There are plans for a bypass parkway connecting to Starr Street to relieve traffic in the downtown area. Work is underway to reconstruct the Gay Street Bridge to improve linkages to the north along PA 113.

Parking and Access The Norfolk Southern property directly north of the railroad tracks appears to have the capacity to accommodate parking for approximately 80 vehicles. To the south, there is the parcel owned by the Borough which can accommodate approximately six to eight parking spaces. The downtown area also has several on- street parking spaces available for parking, particularly during the weekdays.

Access for the proposed parking area is constrained by sight distance limitations at the entrance from PA 29. The SVRA recommends the possibility of a traffic signal at this location. However, it was noted by County and Borough representatives that this would not likely be approved by PennDOT given the existing traffic queues and limited sight distance in the area. As an alternative, while not ideal, a right-turn in and right-turn out access initially may be the most feasible option for access. This would require all traffic to exit toward downtown Phoenixville and those intending to travel north on PA 29 would have to turn around in the downtown area.

Opportunity for Transit Oriented Development There are opportunities for transit oriented development on the former Phoenix Steel property. The Borough has reviewed plans of this type in the past and the zoning does allow for this type of development. According to Borough representatives, the property is currently involved in litigation and development of this area will be postponed until the legal issues are resolved.

Station Viability The proposed station site appears to be very viable, with the exception of vehicular access. The site is within walking distance of downtown Phoenixville and Mont Clare. The property is owned by Norfolk Southern, who is an active partner in the study, and the site is currently underutilized.

3 Station Planning Meeting, April 8, 2008. Attendees included: Brian Watson, Phoenixville Public Works Director, Interim Manager, Randy Waltermyer, Chester County Planning Commission, and Tracy Lee Tackett, CHPlanning.

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If a right-turn in, right-turn out access alternative is feasible, this site is viable for development as a station site. Additional parking is available throughout downtown Phoenixville. According to plans previously prepared, the site may be able to accommodate approximately 80 vehicles. A platform and pedestrian access to the platform would need to be constructed, in addition to paving the parking area.

Photos of Existing Conditions

View of former train station looking easterly

View of potential parking area north of tracks

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View looking north on PA 29 from underpass with view of entrance

View of proposed parking area from entrance

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View of pedestrian underpass looking south from site entrance

View of tracks looking west

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C. Royersford Background The Royersford station site, illustrated in Figure 6-11, is identified as a Stage 1 station site in the SVRA. The SVRA identifies the site as being a former 1981 station site with the following key attributes. · Close to a highway river crossing; · Former park-and-ride lot in place with vacant land available for expansion; · Good highway access; · Adjacent to core of borough business district; · Adjacent to highway grade crossing.

Figure 6-11: Royersford Station Location

Existing Conditions/Property Ownership The site is located along Main Street in Royersford. The proposed station location is the site of the former train station, which is now privately owned and occupied by a pretzel shop. This parcel is owned by Oxford Properties.

Combined, there are approximately 445 newly constructed and proposed residential units within approximately one-quarter mile of the proposed train station. Directly south of the existing train station is a vacant land parcel where a 115 unit condominium development is currently going through the plan approval process. On the east side of Main Street is a relatively new townhouse community, which contains approximately 114 residential units. In addition, it was noted by the Borough Manager there is an active plan for a multi-family development with 216 units along the east side of Main Street directly south of the railroad right-of-way. 4 At this time there are no plans to incorporate a commercial component into any of these developments. However, all the proposed developments are within walking distance of the historic commercial corridor that extends along Main Street north of the railroad right-of-way.

4 Station Planning Meeting, March 26, 2008. Attendees included: Matthew Edmonds, Montgomery County, Michael Leonard, Royersford Borough Manager, and Tracy Lee Tackett, CHPlanning.

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Existing Zoning and Planning Documents The properties south of the railroad right-of-way are zoned ARU - Adaptive Reuse Zoning District. This zoning district is intended to encourage and promote the rehabilitation of older non-used and under-utilized buildings when deemed appropriate. This zoning district provides for mixed uses to promote economic diversity, although the emphasis for commercial uses is in the Central Business District.

North of the railroad right-of-way the zoning is CB - Central Business District along Main Street, and R-3 Residence District on either side of the CB District. Properties north of the railroad right-of-way are primarily built out and this area is central core of the Borough. There is a parcel of land directly north of the existing train station that is underdeveloped, but according to the Borough Manager there are plans for four residential dwelling units to go on that parcel.

The Borough Manager noted the Borough is in the process of adopting the County Comprehensive Plan and that plan will replace the existing Comprehensive Plan from 1988.

Opportunities for Multi-Modal Access There are a variety of opportunities for multi-modal access to the station site. These are described as follows.

Transit The study area is currently served only by SEPTA Route 99, which connects Royersford to Phoenixville and Norristown. However, the travel time between Royersford and Norristown is approximately 1.5 hours and buses only travel through Royersford once an hour. According to borough representatives, SEPTA is considering separating Route 99 into two different routes to allow faster travel time from Royersford to Norristown and King of Prussia. In either case, transit service in the Royersford area could be improved.

Pedestrian and Bicycle The area is well served by existing sidewalks, which provide a comprehensive sidewalk network throughout the community. According to borough representatives, there are conceptual plans for a trail along the north side of the Schuylkill River with the hopes of connecting this trail to the existing Schuylkill River Trail located on the south side of the River. Construction of this multi-use trail could significantly improve pedestrian and bicycle access to the station site.

Regarding bicycle facilities, the Schuylkill River Trail is located on the south side of the River in Spring City. While this trail is relatively close to the station site, there are substandard connections from the trail to the station site. The pavement width along Main Street running north and south is not wide enough to accommodate bicycle lanes. While the segment of Main Street between the Schuylkill River Trail and the station site does not meet the minimum requirements for a designated bicycle lane, it could be designated as a bike route with signage encouraging motorists to share the road.

North of the station site along Main Street, on-street parking limits bicycle lane opportunities. However, side streets can provide opportunities for connections given the reduced vehicular traffic and speeds.

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Traffic and Parking Traffic Regarding traffic, the Borough Manager indicated there are few problems within the borough. The problems tend to be concentrated in the areas near and on US 422. Traffic does back up on Main Street during rush hour, but that is the only significant traffic issue in the Borough. Semi trucks do pass through the Borough to access US 422. It was also noted the Main Street traffic signals are not part of a closed-loop system and there are no fiber optics options in the Borough, but they are being discussed.

Parking and Access Public parking lots are scattered throughout the central business district within one-quarter mile of the station site. These lots tend to be underutilized and could be available for commuter parking. In addition, there are opportunities on the south side of the Norfolk Southern right-of-way, west of the existing train station, for parking spaces to be constructed. This area appears to be partially owned by Norfolk Southern and the developer of the condominiums immediately to the south.

Access to the site is currently located just south of the railroad tracks. While this location is adequate for low traffic volumes, the construction of a park-and-ride facility may result in high numbers of vehicles entering the site. The condominium developer to the south will be constructing an access road to serve the condominium development, which will become a dedicated street. Once constructed, this new access can also provide an improved access point to the station site. Following the meeting with Borough and County representatives, the condominium developer to the south of the station site indicated his company is very much in support of the R-6 extension to Royersford and would be willing to assist with parking needs if that helped the feasibility of the station.

Opportunity for Transit Oriented Development Opportunities for transit oriented development are limited due to planned and existing development patterns. While the development recently constructed and in the planning phases do not meet all the criteria of transit oriented development, they will provided opportunities for ridership within walking distance of the station.

Station Viability The viability of this station site appears to be very strong. With more than 400 residential units recently constructed, or in the planning phases, within walking distance combined with congestion problems on US 422 and rising gas prices, there appears to be opportunities for strong ridership.

Many of the assets originally identified in the SVRA still apply to the site today: · Close to a highway river crossing; · Good highway access; · Adjacent to core of borough business district; · Adjacent to highway grade crossing.

There is parking capacity in the downtown area that could accommodate some commuter parking. There is also an area along the southern boundary of the railroad right-of-way for additional parking.

Due to limited space north of the rail right-of-way, passenger loading and unloading will likely need to occur on the south side of the tracks, where a platform already exists, requiring an additional track to serve the station.

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Photos of Existing Conditions

View looking west from former rail station

View looking east at grade crossing

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View looking southeast from grade crossing toward new development

View looking west

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View looking west

View looking north

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View looking south

View looking north

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View looking south

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D. Pottstown Background The proposed station site was previously identified as the Pottstown Station (HP 40.5) in the SVRA. This site, also identified as a potential station site in the original Schuylkill Valley Metro Study, is the location of a former 1981 station site. The original station building still exists, although it is now in private ownership. As noted in the SVRA, the site has several positive attributes that contribute to its desirability as a rail station. These include: · The site is located close to a river crossing; · Good highway access; · Municipal parking is available on either side of the tracks and is available for park-and-ride use; · The site is located in the core of the Pottstown business district; · The site is adjacent to the Pottstown Urban Transit bus system hub; and, · The site is adjacent to a highway grade crossing.

Existing Conditions/Property Ownership The proposed station site, shown in Figure 6-12, is adjacent to the original rail station, which is now privately owned and occupied by Harleysville National Bank and the District Court. Directly adjacent to the station building on all sides, the land is owned by the Borough, which includes a portion of the covered train platform that remains intact. The land owned by the Borough immediately adjacent to the former train station, on both the north and south side of the train tracks, is currently used as public parking.

On the south side of the tracks the public parking is typically underutilized and there is an area owned by Norfolk Southern adjacent to the existing parking that is vacant, but appears to have been used for parking in the past.

The Borough building, a transit park, and an office building are located along High Street immediately north of the former train station. Parking in this immediate area is constrained.

Figure 6-12: Pottstown Station Location

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Existing Zoning and Planning Documents The area directly north of the railroad right-of-way is zoned D - Downtown and this zoning designation extends along the railroad right-of-way on both sides of Hanover Street. The area directly south of the railroad right-of-way is zoned Downtown Gateway, which extends along the Norfolk Southern right-of-way on both sides of Hanover Street. Figure 6-13 illustrates the Pottstown zoning districts.

Figure 6-13: Borough of Pottstown Zoning Districts

Opportunities for Multi-Modal Access There are several opportunities for multi-modal access to the proposed station, many of which are currently in existence. The Borough, along with other organizations, has undertaken many initiatives to encourage, transit, walking, and bicycling access into this area. These efforts are summarized as follows.

Transit The study area is currently served by SEPTA bus Route 93 - Norristown Transportation. This bus route travels between Pottstown and Norristown via Ridge Pike. Travel time between Norristown and Pottstown typically ranges from 50 to 70 minutes.

Pottstown Urban Transit also provides transit services in the area. The intersection of East High Street and Hanover Street serves as the downtown boarding and transfer location, which is directly north of the station site. It was noted by Jason Bobst, Assistant Borough Manager that this intersection is not the ideal location for transit transfers, as it causes some problems with traffic flow at the intersection. 5 The Borough’s long- term plan is to relocate this transfer activity to the transit park adjacent to the Borough building, just north of the former train station. If train service were reinstituted, the Borough would be willing to adjust the transit schedule to coordinate with the train schedule.

Jason Bobst also indicated if the rail service returned to Pottstown, then an FTA funding commitment for additional bus service could probably be realized.

5 Station Planning Meeting, March 25, 2008. Attendees included: Jason M. Bobst, Assistant Pottstown Borough Manager, Maria Gerber, Pottstown Zoning/Planning Administrator, Terri Lampe, Pottstown Economic Development Director, Matthew Edmonds, Montgomery County, and Tracy Lee Tackett, CHPlanning.

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Pedestrian The area surrounding the study site is well served by sidewalks along all nearby streets. There are plans for a pedestrian promenade, as shown in Figure 6-14 below, which would serve to improve circulation in the immediate area. The promenade would serve as a major pedestrian connection between Montgomery County Community College to the west and the proposed train station. The promenade would also provide a connection to the Schuylkill River Trail south of the station site.

Figure 6-14: Borough of Pottstown Pedestrian Plan

Proposed location of station stop

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Bicycle High Street to the north has bike lanes running in an east-west direction. The Schuylkill River Trail currently extends from just south of the study area for approximately 9.5 miles following the Schuylkill River west to Birdsboro. Plans to extend the Schuylkill River Trail to the east are in the works. Discussions are currently underway to narrow the travel lanes along Industrial Road to allow a multi-use path on the south side of Industrial Road. Construction of the pedestrian promenade would result in added bicycle connection opportunities.

Traffic and Parking

Traffic The major traffic issue noted in the SVRA for the study area is the traffic signals are not connected by a closed-loop signal system. However, there are plans to install such a system. It was noted that the transit transfer location at the corner of Hanover and High streets does cause some traffic queues in that area. The existing Norfolk Southern trains currently cross Hanover Street at-grade and require traffic to stop to permit trains to pass through the community. However, Borough representatives noted there were no significant issues regarding traffic in the area.

Parking Existing area parking is considered to be adequate to serve the potential train extension. Directly south of the railroad tracks is a Borough parking lot used for overflow traffic for the Borough building. The lot typically reaches only about 50% capacity at this time. This parking lot also may have expansion opportunities to the west onto Norfolk Southern land that appears to have been used for parking in the past.

At the existing train station there are several Borough-owned parking spaces. However, they are typically occupied by adjacent businesses, including the Borough building and Building 152.

On Queen Street, directly east of the proposed station, there are existing Borough parking lots that have excess capacity which could be used for commuter parking. It was noted by Borough representatives there is also on-street parking along High Street that could be used by commuters.

According to Borough representatives, there is existing parking capacity in the immediate area that could accommodate commuter traffic and the Borough would be willing to adjust current parking limitations to be able to accommodate a rail stop. Additionally, if the train extension were to move forward, the Borough would seek FTA funding to improve the adjacent transit park, including parking lot redesign, and adjust the local transit service to coincide with the train schedule to maximize access to the train.

Opportunity for Transit Oriented Development The opportunities for transit oriented development are limited in the immediate area due to existing and pending development. However, since this site had been used as a rail station until 1981, much of the older structures are oriented to the centralization of transit. There is a significant amount of development nearby within walking distance of the station site. Many of these developments would benefit from the reestablishment of a station site.

Station Viability The viability of this station site appears to be very strong. Many of the assets originally identified in the SVRA Study still apply to the site today. Parking capacity in the downtown area exists to accommodate commuters. The north side station platform currently exists and there is an at-grade crossing of the rail line. Multi-modal

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access is excellent with the transit hub directly adjacent to the site. Limited improvements would be necessary to reestablish rail service to Pottstown and community support is very strong from both the governmental perspective and community members.

Photos of Existing Conditions

View from existing platform looking south

View from existing platform looking southwest

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View of existing platform looking west

View from existing platform to the northwest

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View looking west at former train station

View looking east

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View looking northeast

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E. Monocacy Background According to the SVRA, the Monocacy site is the location of a former 1981 station site adjacent to the rural village of Monocacy in Amity Township, Berks County. The location is close to a highway river crossing. According to past studies, the ridership forecast for this station location was low, with station access from US 422 being somewhat circuitous. The site is a cleared, open area that can be quickly developed and is adjacent to highway grade crossing. The SVRA recommendation was to implement this station site in Stage 1 of the rail extension, possibly replacing it in Stage 2 or later by the combination of Exeter and Douglassville stations.

Existing Conditions/Property Ownership The site, shown in Figure 6-15, is currently unimproved with a large level gravel area directly south of the railroad tracks on the west side of Main Street. As previously noted, the crossing of the tracks is at grade.

The proposed station location is located immediately south of the village of Monocacy in Amity Township. This area is predominately residential in nature, with an elementary school within one-quarter mile to the northeast. To the north and west of the subject area, at least one-quarter mile from the proposed station location, is a large tract of vacant land zoned LI/O, Light Industrial/Office, which is currently used for agricultural purposes.

The area does not have pedestrian or bicycle facilities and it does not appear that any are proposed in the immediate area. However, across the Schuylkill River is the Thun Trail (a segment of the Schuylkill River Trail) which connects Birdsboro to Pottstown.

Figure 6-15: Monocacy Station Location

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Existing Zoning and Planning Documents The village of Monocacy is zoned MDR - Medium Density Residential, which permits single-family residential by-right, and higher density residential by conditional use and/or special exception. The MDR does not permit commercial or office type uses.

To the northwest large parcels are zoned LI/O, Light Industrial/Office, and are currently used for agricultural purposes. The industrially zoned parcels located closest to the proposed station location are designated for agricultural preservation on the Future Land Use Plan. The LI/O District permits industrial and office uses, with some limited retail permitted to primarily serve the employees of the development.

Directly to the south of the Norfolk Southern right-of-way, extending to the Schuylkill River, the zoning is RC - Rural Conservation. This area is designated as River Conservation on the Future Land Use Plan. There is limited development potential south of the study area, between the Norfolk Southern right-of-way and the Schuylkill River, due to the proximity of the river and environmentally constrained properties. Figure 6-16 illustrates the Amity Township zoning districts.

Figure 6-16: Amity Township Zoning Districts

Proposed Station Location

Amity Township representatives noted that the joint Comprehensive Plan, adopted in the 1980’s, based many of its assumptions on the extension of the Schuylkill Valley Metro. 6 The Comprehensive Plan did not provide alternative recommendations should the Schuylkill Valley Metro project not be implemented. Therefore,

6 Station Planning Meeting, March 27, 2008. Attendees included: Charles Lyon, Amity Township Manager, Alan Piper, Berks County Planning Commission, and Tracy Lee Tackett, CHPlanning.

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because the train service has not been implemented, many of the recommendations relating to transportation are irrelevant today.

However, Figure 6-17 below, taken from the Comprehensive Plan, identifies the area as rural village.

Figure 6-17: Amity Township Comprehensive Plan Future Land Use

Proposed Station Location

Opportunities for Multi-Modal Access Limited opportunities exist for multi-modal access to the proposed station. Existing and potential multi-modal access is summarized as follows.

Transit The study area is not currently served by transit. However, Alan Piper, Berks County Planning Commission, noted that if rail service were established in Monocacy some level of bus service would be established to serve the rail station.

Pedestrian and Bicycle The area surrounding the study site is relatively rural with a small cluster of houses directly to the north of the proposed station location. There are no sidewalks in the area and there is limited shoulder on the adjacent street. South of the Schuylkill River the Thun Trail connects Birdsboro to Pottstown. This trail could serve as a pedestrian linkage to Main Street which then leads to the station area.

Bicycle facilities in the immediate area do not exist. As mentioned above, the Thun Trail is located to the south and provides pedestrian and bicycle connections to Main Street. The shoulder along Main Street is approximately one-foot wide. While not adequate for a designated bicycle lane, the width is usable for more experienced cyclists.

According to the Township Manager, a feasibility study for the Leaf Tree Trail is in the works. Conceptually, the Township is looking into a loop trail that could connect into the Thun Trail. If developed, this trail could serve as a pedestrian/bicycle connection for the communities in the northern portion of the Township to the proposed station site.

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Traffic and Parking

Traffic According to Township and County representatives, traffic is not an issue in the immediate area. Further north there are traffic queue problems on US 422. The activation of a Monocacy station would likely increase traffic along Main Street within Monocacy, but not anticipated to be a problem according to County and Township representatives.

Parking and Access Parking opportunities are limited with no existing public parking areas within walking distance of the proposed station. However, the Norfolk Southern right-of-way widens in the study area, allowing opportunities for parking facilities within the Norfolk Southern right-of-way. As illustrated in Figure 6-18 below, the area directly south of the railroad tracks is an open, level area that could accommodate parking.

Access for the potential parking area is somewhat constrained by the close proximity to the railroad tracks and the curves in Main Street. Sight distance and proximity to the railroad crossing should be evaluated. Access to the parking area might be preferable further to the south and west of the site.

Figure 6-18: Potential Parking at Monocacy Station

Location of potential parking

Opportunity for Transit Oriented Development The opportunities for transit oriented development are limited. When asked about opportunities and interest in transit oriented development, the Township Manager indicated the Township would consider transit oriented zoning on the industrial property located north and west of the site, which is an area approximately one-quarter mile from the proposed station site. However, given the rural nature of this area, transit oriented development may not be economically feasible in this area.

Station Viability This station site offers a reasonable mid-point between larger municipalities, providing commuters an alternative to traveling into the denser areas with more traffic congestion. Many of the station assets noted in the SVRA still apply to this site as noted below.

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· The location is close to a highway river crossing. · The site is a cleared, open site that can be quickly developed and · Adjacent to highway grade crossing.

The proposed station ridership forecasts are low and as noted previously station access from US 422 is somewhat circuitous. However, this station site appears to be a reasonable location for a midpoint station between Pottstown and Reading.

Photos of Existing Conditions

View looking east along Main Street, south of potential parking area

View looking north, north of tracks

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View looking south, at grade crossing

View looking north of potential parking area

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F. Reading Background The SVRA identified four potential station sites in Reading, with three of the station sites recommended for elimination for a variety of reasons, including constrained site characteristics, low ridership forecast, insufficient block length, freight conflicts, and poor access. The one station site recommended for implementation by the SVRA in Stage 1 was the Reading Franklin Street Station (HP 58.0). This site is a former 1981 station site, with several attributes that contribute to the recommendation that it be implemented in Stage 1. These include: · Adjacent to the BARTA ITF facility; · Located in a major employment center (CBD); · A 390-car BARTA commuter parking garage is adjacent to the station site; · Good highway access; · Opportunity for use of intermodal connections at adjacent ITF to maximize access; · Development potential for historic Reading Station building; and, · Space for freight bypass track.

The one negative characteristic of this site noted in the SVRA is the forecast for low ridership. However, the elimination of all other studied Reading station sites may improve the ridership forecasts for this station site.

Existing Conditions/Property Ownership The area immediately surrounding the Reading station site is utilized as a transportation hub for the BARTA Transportation Complex (BTC) constructed and currently serving the community directly across the street from the station site. According to BARTA representatives, the BTC is designed to coordinate with a train station. 7 The BTC facility has the ability to be expanded by an additional three floors.

Adjacent to the station site to the west is a parking garage containing 356 parking spaces with capacity to be expanded upward to include one additional level of parking and 150 additional spaces.

The Franklin Train Station is also adjacent to the station site and is owned by BARTA. The building is vacant and has been secured by adding a new roof to avoid demolition by neglect. BARTA is looking for joint partners to reuse the building creating an additional destination within walking distance of the station site.

Existing Zoning and Planning Documents The zoning north of Franklin Street between the between the parking garage and the BTC is CC, Commercial Core. This zoning district permits a wide range of commercial and residential uses, with provisions that permit passenger terminal facilities, parking lots and garages. As noted by City and BARTA representatives the surrounding infrastructure is in place to support the rail line. The zoning map is illustrated in Figure 6-19 below.

7 Station Planning Meeting, March 27, 2008. Attendees included: Alan Piper, Berks County, Dennis Louwerse, BARTA, Fred Levering, Wyomissing Borough Council, and Tracy Lee Tackett, CHPlanning.

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Figure 6-19: City of Reading Zoning Districts

Opportunities for Multi-Modal Access BARTA is starting work on a strategic plan which will include incorporating the R6 extension. If the R6 service is extended to Reading and Wyomissing BARTA service would change dramatically in response. The strategic plan will consider these possibilities as it plans for the future.

Transit As noted previously, the BARTA Transportation Complex, shown in Figure 6-20, is located adjacent to the station site. The BTC began operation in 2002 with all bus lines, except one, connecting through this facility. Given the location of the BTC adjacent to the station site, the opportunity for transit connection with the rail extension is excellent.

Figure 6-20: BARTA Transportation Complex

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Pedestrian and Bicycle Pedestrian access throughout the downtown area is excellent. With an extensive network of sidewalks, pedestrians can easily access the station site and surrounding destinations. Some sidewalks are in need of improvements, but the basic pedestrian infrastructure is in place.

Bicycling facilities in the immediate area are much less plentiful. A Bicycle and Pedestrian Transportation Plan for Berks County was developed in 2002 with the following goals established for bicycle and pedestrian facilities:

Provide and maintain bicycle and pedestrian facilities · PennDOT and municipalities should provide, where feasible, more paved roadway shoulders to improve system connectivity · PennDOT, municipalities, adjacent landowners and users should provide better maintenance of shoulders by: - Grading shoulders to allow rain to wash debris off to the side - Cleaning shoulders regularly where necessary · Complete the Schuylkill River Trail and other major trails as listed in this Plan · Provide linkages between trail systems · Identify areas where bike parking is needed and provide it where possible · Provide safe areas for bikes and pedestrians on bridges · Provide bike racks on buses and trains and at bus stops and public facilities · Create a formal, signed bicycle network in Reading and other densely-developed areas · Create a system of bike lanes (routes) in Reading and other urbanized areas · Ensure that facilities meet or exceed federal accessibility requirements

Figure 6-21 illustrates existing and proposed bicycle and pedestrian facilities throughout the metropolitan area. New facilities are not identified in the area immediately around the station site.

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Figure 6-21: Berks County Bicycle – Pedestrian Plan

Traffic and Parking When asked about traffic in the station site area stakeholders noted traffic is not a significant problem in this area. It was noted that during peak hours congestion can be a challenge, as well as during Sovereign events, but overall traffic in the study area is not problematic.

With regard to parking, the adjacent park and transit facility has 356 parking spaces and not utilized at full capacity. In addition, the park-and-ride building was designed to accommodate an additional 150 parking spaces level. Therefore, the parking facility can accommodate additional commuter traffic anticipated in association with the rail extension.

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Opportunity for Transit Oriented Development According to representatives at the stakeholders meeting, opportunities for transit oriented development are limited due to existing development in the area and limited redevelopment opportunities. The City is preparing to rewrite the City zoning ordinances which may include new zoning to encourage transit oriented development. However, at this time opportunities appear limited.

Station Viability The infrastructure for this station site appears to be largely in place. Parking, transit transfer opportunities and pedestrian access to the site all exist. The site is centrally located to downtown Reading. Ridership was originally projected to be low. However, by reducing the number of rail stations from four to one may improve ridership projections.

Photos of Existing Conditions

View of railroad right-of-way looking north, north of station site

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View of station site

G. Wyomissing Background The SVRA identifies the Wyomissing Station site as a Stage 2 priority in the extension of rail service from Norristown to Wyomissing. Several factors contribute to the Wyomissing station site as a Stage 2 priority. These factors include: · Low initial ridership forecasts; · Significant freight traffic conflicts; · Limited public access to the site; and · Potential park-and-ride conflicts with shoppers.

The SVRA also notes that justification of this location as a transit station is dependent on the success of the outlet retail shops and future development potential existing in the area.

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Existing Conditions/Property Ownership The proposed station site being discussed is the area located immediately adjacent to the Vanity Fair Outlet Complex, as illustrated in Figure 6-22. Access to the area in question must be obtained through parcels owned by the Vanity Fair Outlets, Inc.

Figure 6-22: Wyomissing Station Location

Location of proposed Wyomissing Station

The proposed station location is centrally located within the existing Vanity Fair Outlet Complex on the south side of the existing Norfolk Southern railroad right-of-way. All parcels immediately surrounding the proposed location are owned by Vanity Fair Outlet, Inc. Immediately to the west of the proposed station site are the buildings that house the retail component of the Vanity Fair Outlets. Directly south is a large parking lot serving the retail stores. To the north are a former power house and a large vacant area surrounded by the railroad tracks. Further north of the railroad tracks is a large parking area designated as overflow parking for the Outlets, a portion of which is leased to the Reading Hospital for staff parking, with a shuttle service running between the hospital, one-half mile to the south, and the parking lot.

The existing buildings in the immediate area contain approximately 1,000,000 square feet of space, and only about half of the space is in use for retail purposes. The VF Outlets, Inc. is looking into the possibility of incorporating office space and possibly loft residential units to maximize use of the property and existing structures.

Existing Zoning and Planning Documents The subject area is located on the border of Wyomissing and West Reading boroughs. The zoning of the subject area is C-2 Commercial, which permits a range of commercial uses, as illustrated in Figure 6-23. However, an overlay district is in the process of being readopted for this area with the intent of encouraging redevelopment and preservation of historic resources. The overlay district allows all uses permitted by-right in the underlying district, with the addition of residential uses above retail and service uses. The overlay district also includes a provision which allows complementary uses to share parking. Wyomissing representatives noted that West Reading is also in the process of adopting a shared parking provision similar to Wyomissing.

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Figure 6-23: Borough of Wyomissing Zoning Districts

Regarding long-term plans for the area, the Penn Corridor Development Plan was recently prepared by Sasaki Architects PC for the Berks County Economic Partnership, which assesses development and redevelopment opportunities along the Penn Avenue Corridor. The study area for the Corridor is the area extending from the VF Outlets in Wyomissing to downtown Reading, through West Reading. Figure 6-24 identifies conceptual plans for the area surrounding the proposed station site. The blue-grey colored buildings represent existing buildings and the red and orange buildings represent potential new development.

Figure 6-24: Penn Corridor Development Plan

Directly west of the Outlet properties, demolition of a building is currently underway to allow for the construction of a hotel, 31,000 square feet of retail and 240 luxury apartments. This development is known as

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Wyomissing Square and is within one-quarter mile of the proposed train station; it is easily walkable due to an existing pedestrian underpass as shown in Figure 6-25.

Figure 6-25: Existing Pedestrian Underpass

Opportunities for Multi-Modal Access Several opportunities for multi-modal access to the site exist and more opportunities would likely be developed if the station site were developed.

Transit The area is currently served by BARTA, which provides connections throughout the region. A multi-municipal study is underway to consider a trolley to connect the Wyomissing retail core to West Reading and the Sovereign Center. Establishment of the Wyomissing rail station would likely lead to expansion of the BARTA service to encourage ridership of both the rail line and the BARTA bus system.

The shuttles between the regional hospital and the off-site parking areas adjacent to the station site would also enhance ridership of the rail services with the addition of the Wyomissing rail station at this location, allowing additional travel modes for commuters and visitors to the facility.

Pedestrian The area surrounding the study site is well served by sidewalks along all nearby streets and throughout the VF Outlets. Additional pedestrian facilities are not anticipated except in the immediate area where the station is proposed.

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Bicycle The immediate area does not have bicycle lanes although Borough representatives indicated that Penn Avenue contains signage encouraging bicyclists and automobiles to share the road. 8 Bicycle facilities are not generally identified as a high-priority in the area and the transit system is not designed to accommodate bicycles on buses. Given that the transportation infrastructure is established, retrofit opportunities to establish dedicated bicycle lanes are limited in the area.

Traffic and Parking

Traffic Traffic in the area is generally not a significant problem. Over the years access to Wyomissing from the surrounding interstates has improved with the addition of exits allowing multiple points of access for Wyomissing and the outlets. Penn Avenue remains the primary connection between Wyomissing, West Reading and Reading and traffic does queue along this corridor during peak hours. A rail connection between Wyomissing and downtown Reading could also help to relieve some of this traffic condition. A study is underway to consider a trolley along this corridor.

Parking Parking for the proposed station site is challenging because the site is completely surrounded by VF Outlets, Inc property. The original Draft Environmental Impact Statement for the Schuylkill Valley Metro identified the construction of a pedestrian overpass connecting parking north of the railroad right-of-way with the station stop on the south side of the railroad right-of-way. However, this plan was expensive and inefficient.

The proposed station site is located where parking spaces for the VF Outlets currently exist. Following conversations with representatives of the Borough and VF Outlets, Inc., it was confirmed that the parking in the area adjacent to the proposed station site should be considered as part of a shared parking arrangement with the VF Outlets and the rail station. Overall, parking for the outlets exceeds the demand and therefore the VF Outlets, Inc would be willing to consider shared parking opportunities to assist in the viability of the station stop.

Opportunity for Transit Oriented Development A significant amount of development is underway in the immediate area, in addition to the opportunity for additional office and residential development within the Vanity Fair Outlets complex. Directly west of the Outlet properties, demolition of a building is underway to allow for the construction of a hotel, 31,000 square feet of retail and 240 luxury apartments above.

The conceptual build-out plan prepared by the Berks County Economic Partnership, shown in Figure 6-26 contains an additional 460,000 square feet of development, much of which is under construction.

8 Station Planning Meeting, April 10, 2008. Attendees included: Fred Levering, Borough of Wyomissing, Steve Fritz, Vanity Fair Outlets Inc., President, Richard Maloof, Vanity Fair Outlets, Inc., Director of Real Estate and Leasing, and Tracy Lee Tackett, CHPlanning.

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Figure 6-26: Washington Square District Conceptual Plan

In addition to the development opportunities on the southern side of the railroad right-of-way there is a large area of land used for overflow parking to the north of the subject area. The Borough would like to see this area redeveloped with a town center/mixed-use type of development. This area is potentially within easy walking distance of the proposed train station, particularly if a pedestrian overpass is constructed.

Station Viability The viability of this station site has the potential of being strong, if the key challenges can be overcome. The area is the focus of a significant amount of redevelopment within walking distance of the station site, which could contribute to a substantial increase in ridership. The establishment of this station site is strongly supported by the local municipalities, BARTA and by the development community, particularly VF Outlets, Inc. If an agreement could be reached with the owner of the VF Outlets regarding access and utilization of existing VF Outlets parking to satisfy initial needs for a park-and-ride type facility, the total improvements for the station site would be minimal.

The key challenges to overcome include potential freight conflicts and potentially low-ridership, at least initially. Given the amount of development potential in the area, there is potential that ridership could be fairly significant if the station were to be developed simultaneously; the station could also be a contributing factor to stimulated additional development in the area. To minimize conflicts, it will likely be necessary to construct an additional segment of track to allow boarding of the passenger service in an area that does not impede freight traffic.

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Photos of Existing Conditions

View looking northerly toward station site

View looking northerly toward station site

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View looking west along railroad right-of-way from station site

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Chapter 7: Norfolk Southern Railroad Action Plan

July 2008 Chapter 7. Norfolk Southern Railroad Action Plan 7-1

Chapter 7: Norfolk Southern Railroad Action Plan

I. Background The MIS/DEIS completed for the Schuylkill Valley Metro (SVM) service concluded with public hearings in March of 2002. The Locally Preferred Alternative (LPA) provided that the proposed service would operate within the existing Norfolk Southern (NS) right-of-way, but on a separate track independent of Norfolk Southern operations. In addition, all stations were proposed to have full-length high level platforms.

Subsequent to that document, a Schuylkill Valley Metro Working Group (SVMWG) was established to review the previous proposed service recommendations and to evaluate all alternatives for modal and service options for the proposed service. The primary SVMWG focus was to develop a project that would serve the entire Schuylkill Valley Corridor and keep capital costs within expected available funding.

A significant difference regarding the SVMWG recommendations was that, in order to lower the proposed capital cost, trains operating to Wyomissing would use the existing Norfolk Southern tracks and share their rail operations with existing NS freight traffic.

Another significant difference was that the proposed service would operate through Black Rock Tunnel in Phoenixville rather than the original MIS/DEIS route which required more construction and rehabilitation of the route. One element of this route included repair to the former Pennsylvania Railroad tunnel in Phoenixville. The routing through the Black Rock Tunnel does not permit service to a proposed Oaks station or allow for the placement of the Phoenixville station to be in a location that supports the community’s plan for redevelopment of the former Phoenix Steel Industrial site. Nevertheless, a new station in the borough of Phoenixville would support the town’s overall goals for redevelopment and improvement.

The SVMWG determined that the change in use of the Norfolk Southern tracks between Norristown and Wyomissing was significant. The impact of such service on existing and future rail freight traffic and the necessary improvements to the infrastructure to accommodate both freight and passenger service, including any compensation due NS for use of their facilities, was a significant unknown.

Accordingly, the SVMWG determined that, before completing their report, NS should perform a detailed impact and cost study of passenger service on the existing NS alignment. NS commenced a study, the Schuylkill Valley Rail Assessment (SVRA), which included the simulation of train operations combining the proposed passenger service with the existing and projected future levels of freight traffic between Norristown and Wyomissing. This report was completed in March 2005.

Recommendations from that study still reflected service to Center City Philadelphia, either through the use of diesel shuttles or ultimately dual-power locomotives.

As stated by the SVMWG, the goal was to structure the SVM project in a manner that the project could be implemented within funding limitations and be capable of competing successfully with other projects pursuing federal funding. A key component of this goal would be the calculation of the proposed capital cost.

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II. R6 Extension The R6 Norristown Line Service Extension Study was undertaken to determine if there were alternatives that would provide passenger service from Norristown to Wyomissing without the addition of capital improvements, previously described, between Norristown and Center City Philadelphia.

Based on discussions during project STAC meetings, it was decided among all parties, including Norfolk Southern, that the capital costs calculated for the extension of R6 service would reflect the operation of passenger rail service as described in the Schuylkill Valley Rail Assessment Study, meaning the service would use existing Norfolk Southern tracks utilized by NS freight trains rather than establishing a separate track for passenger operations within the Norfolk Southern right-of-way.

Discussions with NS operating personnel assigned to Abrams Yard in Upper Merion Township during the study period indicated rail operations within Abrams Yard currently are approaching capacity. Capacity improvements would likely be required within the immediate surrounding NS rail network to facilitate the proposed passenger service from Norristown to Wyomissing.

Norfolk Southern Norfolk Southern personnel indicated there would be three requirements that would have to be addressed in order to secure NS approval to operate passenger service on their alignment between Norristown and Wyomissing: · Liability. Norfolk Southern would have to be protected from the increased exposure and liability that would be incurred by the railroad by the introduction of passenger service into their freight rail operations. Any costs associated with mitigating this requirement have not been included in any cost calculations for this Study. · Impacts to Norfolk Southern Rail Operations. Norfolk Southern’s current level of rail service cannot be affected by the introduction of passenger service to the freight rail network. This study has attempted to identify the required work and include the associated costs to mitigate impacts to NS operations. Those costs are included in the capital cost section of this chapter. · Access Fees. The SVRA report identified a range of proposed Access Fees that NS might charge in connection with the addition of passenger service to their freight rail network. These fees, identified as payment for the permanent public easement, would be required to introduce passenger service to this freight rail corridor. Any estimation of these fees has not been included in any cost calculations for this Study. Capital improvements to the NS freight rail network to increase capacity and fluidity within the network may be considered as an offset by NS in the calculation of these fees.

III. Capital Cost Estimates DMJM Harris utilized the proposed capital improvements and associated costs that were included in the SVRA for the portion of the study area pertaining to the rail corridor between Norristown and Wyomissing. While the study described stages of improvements, for the purposes of the R6 Norristown Line Service Extension Study, the following identified work items were considered as the total scope. These items include: · A second track restored between CP Titus and downtown Reading so that freight trains can continue to operate when the current track is occupied by a passenger train. The new track would be bi-directionally signaled.

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· Bi-directional signaling will be added to Track 2 between CP Norris and CP Phoenix to free Track 1 (the only track in the Abrams Yard area presently equipped for bi-directional running) for passenger train movements. This work, in combination with new, or relocated, crossovers proposed for CP Forge, CP Norris and CP Ford, will maintain operational flexibility. · Layover track and servicing facilities will be provided in Reading on the NS Pottsville Branch on the site of the former Reading Shops. · Bi-directional signaling is added to both tracks of the NS Harrisburg Line from CP Rock to CP Titus, and from CP Center to CP Wyomissing Junction, with additional intermediate crossovers. · A new track is added on the north side of Abrams Yard between CP Norris and CP Forge with bi- directional signaling to accommodate more than one passenger train between Norristown and Phoenixville. · The end of the double track at the west end of CP Phoenix is relocated about one-half mile west, closer to the Black Rock Tunnel portal to allow for the design of the new passenger platform at the Phoenixville Station and to reduce the length of single track.

In order to maintain comparison capability, DMJM Harris has utilized the capital cost estimates contained within the SVRA, and escalated those costs at five percent per year (15.76% compounded) to 2008. These costs are shown in Table 7-1 below.

Capital Cost Calculations As indicated in the prior section, DMJM Harris utilized the proposed capital improvements and associated costs that were included in the SVRA for the portion of the study area pertaining to the rail corridor between Norristown and Wyomissing. That study provided for the operation of passenger service on existing Norfolk Southern rail lines. If electrification of the passenger service is introduced or design considerations such as high-level platforms (required by NS when freight service utilizes the track serving a station) or extensive accommodation for Americans with Disabilities Act (ADA) requirements becomes part of the design package, the capital cost calculation could be affected. As a result, it is essential that as this project develops, the proposed capital costs are refined to reflect the current scope of work.

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Table 7-1: Estimated Capital Costs 2005 2008 Grading and Trackwork (Subballast, Track, Crossovers, Turnouts, Line $ 27.1 million $ 31.4 million and Surface Track) Rail/Highway Grade Crossings (Flashers and Gates) $ 1.1 million $ 1.3 million Communication and Signal (Interlockings, Signals, Electric Locks) $ 11.7 million $ 13.5 million Structures $ - 0 - $ - 0 - Traction Power $ - 0 - $ - 0 - Passenger Facilities (Platforms, Shelters, Parking, Telephone/Electric) $ 28.5 million $ 33.0 million Layover Facilities (Buildings, Utilities, Roadways, Maintenance Areas, $ 3.4 million $ 3.9 million Water / Electric / Air, Structures) Utilities (Relocation / Fiber Optic) $ 2.0 million $ 2.3 million Right-of-Way $ - 0 - $ - 0 - Rolling Stock* ------$48.0 million Contractor Mobilization (10% of above) exclusive of rolling stock $ 7.4 million $ 8.5 million Design Engineering (10% of above) including rolling stock $ 18.3 million $ 21.2 million Environmental Mitigation (Lump Sum) $ 0.3 million $ 0.4 million Construction Management (10% of above) exclusive of rolling stock $ 7.4 million $ 8.5 million Contingencies - Low Range (25% of above total) $ 54.0 million $ 62.5 million - High Range (50% of above total) $108.0 million $125.1 million TOTALS - with 25% contingency $161.2 million** $234.5 million - with 50% contingency $215.2 million** $297.1 million

* Rolling stock cost provided by DMJM Harris for this report and not escalated from any prior report. Train set consists of 4 trains of one locomotive and three coaches each. **Excludes rolling stock.

IV. Norfolk Southern Scope of Work It is recommended that a Memorandum of Understanding (MOU) be executed with Norfolk Southern to define the general scope of work. In this manner both NS and the passenger service operating entity can continue to build the passenger service operation while having continuity if personnel or sponsorship changes occur to the project. Certainly, items of importance within the MOU pertaining to NS will be: · Maintaining freight rail operation fluidity at Abrams Yard in Upper Merion Township · Maintaining existing and future capacity for the affected NS track, facilities and terminal contained within the immediate freight rail system · Establishing a transparency of passenger rail service as it is introduced into the freight rail service corridor

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Possible NS Railroad Network Improvements Discussions with the yardmaster at Abrams Yard identified three (3) possible improvements to the immediate NS rail network that will bear future consideration as the project develops. They include: · A new rail bridge across the Schuylkill River at Bridgeport connecting the NS main line with the Morrisville line. This connection would allow a direct progressive rail move and would eliminate all freight rail movements through the Norristown Transportation Center. (estimated cost $35.0 million) · A new passing siding on the Morrisville Line allowing freight trains to be held outside the Abrams yard. (estimated cost $10.6 million) · A new passing siding at Falls on the NS main line. (estimated cost $10.0 million)

These freight rail operating improvements may be considered as offsets to the proposed Access Fee identified earlier and may prove to be an asset that can be utilized by the proposed new passenger service, as well.

Capital Improvement Implementation All estimates were prepared assuming that all capital improvements would be undertaken and completed before the proposed passenger service commenced. There is a possibility some improvements could be staged or constructed as a part of another project outside the R6 extension project.

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Chapter 8: Financial Plan & Financing Options

July 2008 Chapter 8. Financial Plan & Funding Options 8-1

Chapter 8. Financial Plan & Funding Options

I. Introduction The R6 rail service extension project is expected to provide substantial mobility and economic benefits to the residents and businesses between Norristown and Reading. In addition, it should serve as a catalyst for economic revitalization in the adjacent communities and provide another transportation option for commuters who travel in the increasingly heavy peak hour congestion on US 422. Chapter 8 describes the funding and financing options available to implement the R6 Norristown Line Service Extension project. It is intended to serve as a point of departure for more detailed examination of funding and financing as planning for the project evolves.

Sections II – IV present an analysis of options that would toll US 422 to raise funds for the rail extension project and highway improvements in the region. This section is based on a recent report prepared for Select Greater Philadelphia/CEO Council for Growth by Mercator Financial Advisors for this project. 1 Sections V and VI summarize the uses and sources of funding for capital and operations and maintenance (O&M). While the analysis examines some potential future sources of funding, no specific recommendations are made in this analysis and none of the potential new sources of funding have been reviewed, endorsed, or approved by SEPTA, the Commonwealth of Pennsylvania or the governments of Montgomery, Chester, or Berks counties. Because of the preliminary nature of the analysis, the capital analysis is presented in terms of total costs and the operating analysis is presented in terms of a prototypical year. This is not a cash flow analysis, but simply a representation of the balancing of expenses and revenues, both capital and operating, in a representative year.

Section VII contains an analysis of the likelihood that the R6 extension project, Alternative 1, the extension of R6 electrified service to Valley Forge, could be eligible for federal New Starts funding. Section VIII presents the results of the financial analysis based on four funding scenarios that utilize a combination of federal and state grants and tolls on US 422. The scenarios contain various levels of New Starts grants and regional tolls.

II. Potential Tolling Options A recent Delaware Valley Regional Planning Commission report identified nearly two dozen potential funding options for regional transportation initiatives.2 The report surveyed the various mechanisms based on their adequacy, equity, efficiency, sustainability and ease of implementation. The approach that appeared most suitable for the R6 Norristown Rail Line Service Extension project and met these criteria is tolling existing highways. This technique draws upon user charges on designated highways to provide resources not only for the tolled facility, but also to fund other highway or transit projects that promote regional mobility. Tolling is presently being used under Pennsylvania Act 44, where the Pennsylvania Turnpike Commission is funding statewide highway and transit needs under a 50-year agreement with PennDOT. On a corridor-specific basis, tolling is being used in Northern Virginia, where excess toll revenues from the Dulles Toll Road are serving as the principal funding mechanism to advance an extension of the Washington Metro to Dulles Airport.

1 Estimation of Toll Revenue Funding Available to Support the R6 Extension, Draft, Mercator Advisors, LLC, June 8, 2006. (R6 Extension Project, Financial Plan Report) 2 Options for Filling the Region’s Transportation Funding Gap, Delaware Valley Regional Planning Commission, October, 2007.

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For the rail service extension project, a preliminary assessment of tolling new or existing capacity on the portion of US 422 between the US 202 interchange in Valley Forge and the Pottstown Bypass/ Pottstown Expressway was prepared. Figure 8-1 depicts the project corridor and shows the railroad alignment and US 422 which generally parallels the rail right-of way. The Pottstown Bypass/Pottstown Expressway is highlighted in yellow. US 422 will undergo major reconstruction of the Schuylkill River Bridge and adjacent interchanges in the next few years, and major rehabilitation and reconstruction of the portions of the highway near Pottstown are programmed for 2010 - 2015. The bridge/interchange project, called the River Crossing Project has an estimated budget of $125 million. PennDOT has identified $74 million of federal and state grants; an additional $51 million of funding is still needed. Using locally-generated tolls for funding both highway improvements on US 422 and the rail extension project offers an integrated, multi-modal strategy for enhancing mobility along the Schuylkill River corridor.

Figure 8-1: R6 Rail Line Extension Corridor

Monetization Future years’ anticipated toll revenues can be monetized, converted into immediately available resources, through the issuance of tax-exempt toll revenue bonds. Investors in the bond market generally require that the issuer demonstrate some level of projected cash flow from tolls in excess of the annual principal and interest requirements on the bonds termed debt service coverage. After annual operating costs and debt service have been paid, these annual residuals can be used to fund additional costs related to the rail project, or can be applied for other purposes (as described under Tolling Regulations below). Alternatively, residual

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toll revenues could be monetized as well, although any such borrowing likely would need to be backed by a government entity, to be determined. Bondholders would accept a lower level of coverage only in exchange for the extra security provided by the state or local governmental backing.

Tolling Regulations Federal law provides for tolling of federally-assisted highways under §129(a) of Title 23. States are permitted to toll non-Interstate highways and bridges receiving federal-aid grants in order to help fund their reconstruction and replacement costs. Toll revenues must first be used to pay capital costs or debt service on revenue bonds financing the improvements, and operating and maintenance costs to the extent not met from other sources. Thereafter, if the State certifies annually that the tolled facility is being adequately maintained, residual revenues may be used for any other Title 23 eligible projects. Under Title 23, funds may be used for most highway and transit capital projects, and certain transit operating expenditures (preventative maintenance costs).

Although a formal determination would be necessary from the Federal Highway Administration (FHWA), it appears that toll revenue bonds could finance both improvements to US 422 and the rail service extension project capital costs. Residual revenues could be used to provide additional funds for the capital costs of either the rail project or improvements to other federal aid-eligible roads along the Corridor. Because the rail project represents a new public transportation service, it is unclear to what extent its annual operating expenses in the early years will include elements classified as preventative maintenance expenditures. However, it should be permissible for such excess revenues to be transferred to SEPTA, which reportedly has over $150 million per year of Title 23-eligible costs in its FY2009 operating budget. Such an arrangement may be helpful in persuading SEPTA to subsidize that portion of rail project annual operating costs not defrayed by farebox revenues.

III. Analysis of Tolling Options General Assumptions A preliminary analysis of general debt capacity was conducted under three basic tolling scenarios to evaluate threshold economic feasibility. The potential debt capacity is based on a debt service coverage ratio of 1.30x. This represents an indicative level of projected surplus revenue that would be acceptable to investors in the bond market. Actual market conditions at the time of pricing would dictate the exact level of coverage required. Appendices C through F document the estimation of toll revenue proceeds available to fund the capital and operating costs of this project.

The traffic data used, including diversion assumptions and Average Annual Daily Traffic (AADT) figures, are preliminary estimates. The base “un-tolled AADT” data is sourced from Traffic.com sensor feeds as reported by the Delaware Valley Regional Planning Commission; this data is reduced by an estimated percentage of diversion, to account for the impact of the proposed tolling. A formal traffic and revenue study by a traffic engineering consultant is required to inform more detailed analysis.

All scenarios examined assumed the use of Open Road Tolling (ORT), which allows the collection of tolls at highway speeds, without toll plazas, using electronic (EZ-Pass) transponders supplemented by license plate photography. The license plates of cars not carrying transponders are photographed and the person to whom the car is registered is billed.3 ORT eliminates the additional right-of-way requirements, increased

3 The toll rate for cars without transponders is generally increased by a surcharge to cover the additional administrative cost associated with this method.

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congestion, and environmental impacts associated with toll plazas. It also avoids labor costs and security issues associated with cash collections, and it provides greater flexibility in modifying toll rates.

Option 1: Tolled Express Lanes The initial strategy considered for generating toll revenues was the construction of tolled Express Lanes in the existing median of US 422. Express Lanes are new tolled capacity alongside existing un-tolled highway lanes. However, preliminary analysis shows this option is physically and economically unsuitable for the selected portion of US 422. The estimated cost of the Express Lanes west of the Schuylkill River was $174.5 million, consuming most of the potential debt capacity. In addition, constructing lanes east of the Schuylkill River is infeasible from an engineering perspective without acquiring additional right-of-way, due to the narrow median. Resolving this potential bottleneck would further increase capital costs, eliminating any potential excess debt capacity available for the project. Finally, lack of sustained traffic congestion throughout the day on most of the selected segment of roadway complicates accurate estimation of Express Lane utilization rates. The preliminary analysis assumed 25% of daily trips would use the Express Lanes.

For these reasons, the remaining two tolling approaches were explored, each involves tolling of existing capacity including:

Option 2: A single toll at the Schuylkill River crossing; or Option 3: General tolling at multiple locations along the identified portion of the highway.

Option 2: Schuylkill River Bridge Toll Proceeds from 40-year toll revenue bonds secured by a single toll at the River crossing could provide the $51 million needed to fully fund the capital costs of the River Crossing Project and contribute to the capital costs of the rail project. Assuming an average toll of $2.00 on all westbound vehicles utilizing the improved River Crossing Project, with five percent diversion (tolled AADT of 33,250); the bonding capacity is estimated to be approximately $407 million. This would provide for the currently unfunded $51 million of capital costs for the River Crossing project, $5 million of tolling infrastructure, and $256 million of bond proceeds available for the transit project. Bond proceeds also would fund interest during construction prior to the implementation of tolls (for up to four years) and bond issuance expenses.

Annual toll revenues are applied to pay toll system operating costs and principal and interest on the bonds as they become due. The 30 percent debt service coverage margin results in annual residual revenues which have a present value of approximately $114 million.4 These residuals could be used for Title 23 eligible expenditures or monetized through borrowing, as discussed under Tolling Regulations, above. A schedule of the annual residual revenues, in nominal dollars, can be found in Appendix C: Option 2: US 422 Schuylkill River Bridge Toll Cash Flows (page 3).

4 Present value is calculated at a rate of 5.75 percent, a proxy for tax-exempt borrowing costs.

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A table excerpted from Appendix C appears in Table 8-1 below.

Table 8-1: Preliminary Debt Capacity Analysis Results: Schuylkill River Bridge Toll Option 2: Schuylkill River Bridge Toll Preliminary Debt Capacity Analysis Results—2% Traffic Growth $ in millions Bond Proceeds $407.0 Investment Earnings 13.6 Federal Earmarks 14.0 PennDOT Grants 60.0 Total Sources of Funds: $494.6

Total River Crossing Project Costs $130.0 Transaction Costs 10.1 Capitalized Interest 73.0 Reserve Fund 25.1 Capital for Rail Project 256.4 Total Uses of Funds: $494.6

Uni-directional tolling was assumed to reduce transaction processing costs; diversion is projected to be very minimal due to limited alternative routes. The analysis assumes that operating and maintenance costs for the bridge and interchanges will continue to be funded by PennDOT, as they are currently. However, tolls would cover the cost of installing and operating the toll collection equipment. Traffic growth is projected at two percent per year for the first 20 years and 0 percent thereafter.5 Tolls are assumed to be increased annually by the assumed rate of inflation of two percent per year.

5 A sensitivity analysis was performed assuming lower traffic growth (One percent for 20 years and 0 percent thereafter). This reduces the total bonding capacity to $348 million, which provides approximately $215 million for the proposed transit project. Detailed calculations can be found in Appendix D: Option 2A: US 422 Schuylkill River Bridge Toll (1% Percent Growth Sensitivity).

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Other key assumptions are summarized below in Table 8-2.

Table 8-2: Preliminary Debt Capacity Analysis Assumptions: Schuylkill River Bridge Toll Option 2: Schuylkill River Bridge Toll Summary of Preliminary Debt Capacity Analysis Assumptions Schuylkill River crossing, between bridge and US 202 Tolling Locations interchange Tolling Direction Westbound only Approximate Un-tolled AADT 35,000 Estimated Diversion 5% AADT Tolled 33,250 Average Toll $2.00 Tolling Transaction Costs $0.25 per transaction, escalated 2.0% annually Project Fund 3 years Capitalized Interest 4 years Sized to ½ maximum annual debt service, funded with Debt Service Reserve Fund bond proceeds Coverage 1.30x annual debt service Traffic Growth 2.0% for 20 years and 0% thereafter Annual Toll Increase 2.0% per year

Option 3: General Tolling The second alternative for generating revenues from US 422 is general tolling, via the institution of two or more toll collection locations. This option offers greater potential for revenue generation and geographical equity. However, a substantial portion of revenues likely will be required to fund reconstruction projects along the tolled western portion of the highway, such as projects in the Pottstown area, in addition to the River Crossing Project. Guidance from FHWA and PennDOT is needed to determine what portion of the $250 million currently programmed and other reconstruction projects on US 422 would need to be funded with toll revenue under a general tolling scenario. Because the required improvements on the highway would have first claim on toll revenues, the net amount of bond proceeds and residuals available for the rail project could be significantly diminished from Option 2.

The preliminary analysis assumes an average toll of $1.00 in each of two locations on the identified portion of the highway: (1) the west end of US 422 near the Berks-Montgomery County line, assuming 20 percent diversion, resulting in approximately 24,000 AADT tolled and (2) the east end at the I-76 interchange, assuming five percent diversion, resulting in approximately 66,500 AADT tolled. An average vehicle traveling the full length of this portion of the highway, in either direction, would be charged $2.00.

The bonding capacity of the General Tolling scenario is approximately $474 million. This would provide for the currently unfunded $51 million of capital costs for the River Crossing Project, $10 million of tolling infrastructure in two locations, $50 million to contribute to the Pottstown-area or other US 422 reconstruction/ major maintenance costs, and $253 million of bond proceeds available for the rail project. The amount of bond proceeds available for the Project could be higher or lower depending on whether the required contributions towards roadway improvements on US 422 are greater or less than the estimated $50 million.

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In addition, annual residual revenues over a 40-year period after paying toll system operating costs are estimated to have a present value of approximately $131 million.6 These residuals could be used for Title 23 eligible purposes or monetized through borrowing, as discussed previously. A schedule of the annual residual revenues, in nominal dollars, can be found Appendix E: Option 3: US 422 General Tolling (page 3).

A table excerpted from Appendix E appears in Table 8-3 below.

Table 8-3: Preliminary Debt Capacity Analysis Results: General Tolling Option 3: General Tolling Preliminary Debt Capacity Analysis Results—2% Traffic Growth $ in millions Bond Proceeds $474.7 Investment Earnings 15.2 Federal Earmarks 14.0 PennDOT Grants 60.0 Total Sources of Funds: $563.9

Total River Crossing Project Costs 135.0 Contribution to Pottstown Area and Other US 422 50.0 Reconstruction/ Major Maintenance Costs * Transaction Costs 11.9 Capitalized Interest 85.1 Reserve Fund 29.3 Capital for US 422 Corridor Transportation Projects** 252.6 Total Uses of Funds: $563.9

* Preliminary estimate. ** The amount of bond proceeds available for the Project could be higher or lower depending on whether the required contributions towards roadway improvements on US 422 are greater or less than the estimated $50 million.

The two tolling locations were selected for illustrative purposes. A formal traffic and revenue study will be needed to inform the selection of optimal sites and more formally forecast traffic diversion and revenue potential. In this analysis, bidirectional tolling was assumed in order to reduce diversion. However, modest diversion in the vicinity of the River Crossing and significant diversion at the western toll site are still anticipated. The analysis assumes that operating and maintenance costs for the bridge and roadway will continue to be funded by PennDOT, as they are currently. Traffic growth is projected at two percent per year for the first 20 years and 0 percent thereafter. 7

6 Present value is calculated at a rate of 5.75%, a proxy for tax-exempt borrowing costs. 7 Reduced traffic growth (1% for 20 years and 0% thereafter) reduces the total bonding capacity to $406 million, which provides approximately $204 million for the rail project. Detailed calculations can be found in Appendix F: Option 3A: General Tolling (1% Growth Sensitivity).

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Other key assumptions are summarized below in Table 8-4.

Table 8-4: Preliminary Debt Capacity Analysis Assumptions: General Tolling Option 3: General Tolling Summary of Preliminary Debt Capacity Analysis Assumptions West end of highway in Berks County, Schuylkill River crossing, between Tolling Locations west of Pottstown bridge and I-76 interchange Tolling Direction Both directions Both directions Approximate Un-tolled AADT 30,000 70,000 Estimated Diversion 20% 5% AADT Tolled 24,000 66,500 Average Toll $1.00 $1.00 Tolling Transaction Costs $0.25 per transaction, escalated 2.0% annually Project Fund 3 years Capitalized Interest 4 years Sized to ½ maximum annual debt service, funded with bond Debt Service Reserve Fund proceeds Coverage 1.30x annual debt service Traffic Growth 2.0% for 20 years and 0% thereafter Annual Toll Increase 2.0% per year

IV. Conclusions About Tolling Preliminary analysis suggests that tolling existing highway capacity on US 422 is a feasible strategy for generating the funds necessary to advance the rail project, as well as providing $51 million to complete the funding sources needed for the River Crossing Project and $50 million toward other roadway improvement along US 422 including the planned construction around Pottstown. Tolling accesses a new local funding source for highway and transit projects that are designed to improve mobility and support economic growth in the region. A comparison of preliminary debt capacity analysis for the two more promising tolling options is presented in Table 8-5 below.

Table 8-5: Comparison of Preliminary Debt Capacity Analysis Results: Options 2 and 3 Comparison of Preliminary Debt Capacity Analysis Results—2% Traffic Growth Scenario $ in millions Option 2: Option 3: Schuylkill River Bridge General Tolling Toll Bond Proceeds Available for the Rail Project $256.4 $252.6* PV of Residuals** $114.0 $131.0 Total $370.4 $383.6 * The amount of bond proceeds available for the Project could be higher or lower depending on whether the required contributions towards roadway improvements on US 422 are greater or less than the estimated $50 million.

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**Present value is calculated at a rate of 5.75 percent, a proxy for tax-exempt borrowing costs.

Both of the options analyzed have the potential to provide substantial funding support for the rail extension project. Even under a more conservative traffic growth scenario, toll revenues should be able to fund up to $204 million of project costs.

Additional analysis will be required to determine which option is the most economically-feasible and politically acceptable. A formal traffic and revenue study will allow for more detailed analysis of tolling locations and revenue potential. Most importantly, guidance from FWHA regarding the portion of General Tolling revenues that would need to be allocated to major reconstruction projects on the tolled portion of US 422 will be essential to determine whether the use of multiple tolling locations leaves sufficient debt capacity to fully fund the rail project.

V. Capital Uses and Sources of Funds This section describes an analysis of the uses and sources of funds for capital for the project. This preliminary financial analysis presents an objective view of the known sources of funding already in place or reasonably expected to be in place when the project is constructed and operated. The major headings described below generally align with the line items in the financial analysis tables presented in Section VIII. All costs and revenues are presented for a typical stable year operation in 2008 dollars.

Federal Grants Total Construction Costs Total construction costs is the cost to construct the project, including the costs for planning, design, and engineering; civil works; and fixed plant equipment and rolling stock, including all soft costs. Costs (and revenues, described below) are in 2008 dollars.

Total Annual Grants Total Annual Grants is the sum of the Vehicle Revenue Miles and Fixed Guideway Directional Route Mile components as described below.

Section 5309 New Starts Grants Two scenarios are addressed: 50 percent and zero percent funding. Most projects applying for New Starts grants are assuming 50 percent Federal participation, which is the threshold for a “Recommended” rating. Assuming zero Federal participation from 5309 New Starts grants avoids the New Starts assessment process and could accelerate implementation. Section VII contains an analysis of the potential for eligibility of New Starts grants for capital uses for the R6 extension project, electrified service to Valley Forge.

Section 5307 Urbanized Area Formula Grants Additional grant revenues can be derived directly from the incremental service that the project will provide to the region, based on the “unit grant” amounts in the current formula. Grants are apportioned by FTA on the basis of the vehicle revenue-miles and fixed guideway directional route-miles operated in an urbanized area (UZAs are defined by the US Census Bureau).

Vehicle Revenue Miles · Level of service. This is the level of service assumed in the travel demand analysis (which estimated ridership) and in the estimation of O&M costs.

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· Annual grants. FFY2008 appropriations were made on the basis of vehicle revenues miles times $0.61741158 per vehicle revenue mile. 8

Fixed Guideway Directional Route Miles · Level of service. This is the end-to-end distance along the alignment times two, with the exception of one-way loops, which only count once. It is independent of the number of tracks. · Annual grants. 2005 appropriations were made on the basis of vehicle revenues miles times $32,779 per directional route mile. 9

Portion Applied to Project It is assumed that all of the incremental Section 5307 grant revenue generated for the UZA is credited to this project. It should be noted that through regional agreement, the incremental formula funding resulting from the implementation of a project is not necessarily dedicated to that project. SEPTA is the designated recipient of Federal formula funds and the allocation of grant revenues is based on agreement of the member governments through their representation on the Delaware Valley Regional Planning Commission. Application of the incremental formula funding resulting from these projects to the financial plan for these projects would require action by the DVRPC.

Balance Applied to Operations For less expensive alternatives and for toll funding scenarios yielding larger revenues, not all of the incremental 5307 funding generated by the project would need to be applied to fund the capital costs. The balance is applied to support the operating and maintenance (O&M) costs (through the application of these funds to support Preventative Maintenance, subject to the portion of total O&M costs that are maintenance- related.

Leveraged as GARVEE with 15-Year Bond It is assumed that the portion of annual Section 5307 Urbanized Area Formula Grants that will be applied to the project will be leveraged, and that proceeds of this financing will be applied toward the capital cost of the project. Grant Anticipation Revenue Vehicle (GARVEE) bonds have been applied by transit agencies to accelerate capital projects and bond maturities of up to 15-years (spanning more than two six-year Reauthorization periods) are accepted in the market place. The Total Annual Grant revenue is leverage assuming a simple mortgage computation of 4.5 percent interest rate over a 15-year period. The Payment factor is 0.0931138; this value is divided into the Total Annual Grant revenue.

Check Total Federal Grants < 80 Percent of Project Cost: The computation includes a check to assure that the sum of Section 5309 New Starts Grants plus GARVEE bond proceeds does not exceed the statutory maximum of 80 percent of project cost.

8 Source: Federal Register, Vol. 72, No. 18, Monday, January 28, 2008, December 29, 2004, p.4997 9 Federal Register, op cit.

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State Grants

Act 44 of 2008 This act, the result of the Governor’s Commission on Transportation Funding and Reform established a Public Transportation Trust Fund, replacing and augmenting the former mix of funding from State General Fund, Lottery Fund, Act 26 of 1991 (PTAF), and Act 3 of 1997.

The typical application for transit capital projects in Pennsylvania, when the federal capital funding is 80 percent participation, is state funding at 16-2/3 percent and balance locally funded. In its application for this project, the demand on Act 44 is considerably less, due to the magnitude of US 422 toll revenue bond proceeds.

It should be noted that the total pool of transit capital funding in the Act 44 program is fixed. In this “zero-sum game”, to the extent that this project receives Act 44 funding, there is less annual capital assistance available for distribution to SEPTA (and the rest of the transit agencies in the state).

State funding was “sized” to limit the funding burden on local governments. Lower levels of state funding would result in local government funding, allocated by county as described below.

Regional Funding

US 422 Toll Revenue Bond Proceeds The financial plan takes advantage of an important source of dedicated funding in the study corridor, namely potential toll revenues derived from highway improved on US 422 as described in Sections II - IV. Three alternative tolling schemes were considered: · Option 1: Construction and tolling of new Express Lanes in the median. Most of the estimated debt capacity would be consumed by the construction of the Express Lanes, leaving insufficient funds to cover the capital costs of the project. · Option 2: A single toll at the Schuylkill River crossing: Total bond proceeds available for the project were projected to be $256 million. · Option 3: General tolling via the institution of two or more toll collection locations: Total bond proceeds available for the project were projected to be $253 million, but could be significantly less, as described below.

Option 3 may offer greater potential for revenue generation and geographical equity, due to the multiple locations for toll collection. However, a substantial portion of revenues likely will be required to fund reconstruction projects along the tolled western portion of the highway, in addition to the River Crossing Project. Guidance from FHWA and PennDOT is needed to determine what portion of the $250 million currently programmed and other reconstruction projects on US 422 would need to be funded with toll revenue under a general tolling scenario. For the purposes of this analysis, it is assumed that the required level of contribution will be approximately 20% percent of the total funds generated by general tolling, which amounts to $50 million of the bond proceeds. Because the required improvements on the highway would have first claim on toll revenues, the net amount of bond proceeds and residuals available for the rail extension project could be significantly diminished from Option 2, making Option 3 less attractive.

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To the extent that the sum of Federal, State, and toll revenue bond proceeds exceed the cost of the project, the excess toll revenue bond proceeds could be “returned” to the region for application in other projects. Alternatively, as noted above, a portion of these funds could be applied to reduce or eliminate reliance on State grants. To the extent that the sum of Federal and state grants and US 422 tolling produces revenues that exceed the project cost, the balance is available to the region to fund other projects. In this event, the burden on local governments to fund the project is zero.

Local Funding If the sum of Federal and state grants and US 422 tolling produces revenues that is less than the project capital cost, the balance will be funded by local governments. With the assumptions applied, this is not the case and there is zero burden on local governments to fund the capital costs of the projects.

If there were a burden to be funded by local governments, the analysis is structured to allocate the balance to Montgomery, Chester, and Berks counties on the basis of route-miles in each county. The computation is provided in this analysis merely to provide an order-of-magnitude estimate of the burden on local governments.

To the extent that the sum of Federal, State, and toll revenue bond proceeds exceeds the cost of the project, there would be no burden on county governments to fund the capital costs of the project.

It should be noted that the allocation scheme is for discussion only and no discussion among the counties on this issue has yet occurred. Therefore, no recommendation is made regarding a specific allocation scheme. Drawing from the experience of other regions of the country where subsidy allocations are part of inter- governmental agreements, the following factors are considered: · Route-miles · Stations · Vehicle-miles · Train-hours · Unlinked trips · Passenger-miles · Population · Population density

The exact weighting of these various factors are the typically the basis for the resulting agreement.

VI. Operating Uses and Sources of Funds This section describes an analysis of the uses and sources of funds for operations and maintenance (O&M) for the project. The major headings described below generally align with the line items in the financial analysis tables shown in the tables presented in Section VII. The costs and revenues presented are for a typical stable year of operation in 2008 dollars.

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Federal Funding (Applied as Preventative Maintenance)

Total Operating Cost Total operating cost is the annual design year O&M cost for each alternative and is a function of the level of service (measured in terms of peak vehicle, vehicle revenue-miles, train revenue-hours, and route-miles) and the unit costs experienced by SEPTA, as reported to the FTA National Transit Database in 2006. The analysis assumed O&M costs with additional R6 capacity in the Wyomissing to Norristown (Diesel) alternative.

Total Annual Grants Total Annual Grants is the sum of the Vehicle Revenue Miles and Fixed Guideway Directional Route Mile components as described below.

Section 5307 Urbanized Area Formula Grants As noted above, for less expensive alternatives and for toll funding scenarios yielding larger revenues, not all of the incremental 5307 funding generated by the project would need to be applied to fund the capital costs. The balance is applied to support the operating and maintenance (O&M) costs (through the application of these funds to support Preventative Maintenance, but limited to the portion of total O&M costs that are maintenance-related).

Section 5309 Fixed Guideway Modernization Grants After the project is in operation for seven years, it becomes eligible for funding from this program. The amount of funds available is based on formula “unit grant” amounts, similar to the Section 5307 program:

Vehicle Revenue Miles · Level of service: This is the level of service assumed in the travel demand analysis (which estimated ridership) and in the estimation of O&M costs. · Annual grants: 2008 appropriations were made on the basis of vehicle revenues miles times $0.47577124 per vehicle revenue mile. 10

Fixed Guideway Directional Route Miles · Level of service: This is the end-to-end distance of the alignment times two, with the exception of one- way loops, which only count once. · Annual grants: 2005 appropriations were made on the basis of vehicle revenues miles times $ $33,410 per directional route mile. 11

As discussed below, Federal Grants applied to operations are limited to the portion of costs representing maintenance activities, termed “Preventative Maintenance”. This limit is applied in combination with the application of US 422 Toll Residual Revenues, whose application is subject to a similar constraint.

State Funding Act 44

10 Federal Register, op. cit.

11 Federal Register, op. cit.

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It should be noted that, as in the case of Act 44 grants applied to capital, the total pool of funding in the Act 44 program is fixed. In this “zero-sum game”, to the extent that this project benefits from Act 44 funding, the balance of SEPTA (and the rest of the transit agencies in the state) receive less Act 44 grants. State funding was “sized” to result in no funding burden on local governments. Lower levels of state funding would result in local government funding, allocated by county as described below.

Check State Funding < 75 Percent of Operating Deficit: The application of Act 44 grants is limited to 75 percent of the operating deficit, which is based on the O&M cost less revenues derived from fares and advertising.

Regional Funding (Applied as Preventative Maintenance) US 422 Toll Revenue Residual Revenue The US 422 tolling options available to fund the capital portion of the project are also available to fund the preventative maintenance portion of the O&M costs of the project. Three alternative tolling schemes were considered: · Option 1: Construction and tolling of new Express Lanes in the median: After funding the capital and operating costs of the Express Lanes, it was estimated that there would be insufficient revenues available for the project. , · Option 2: A single toll at the Schuylkill River crossing: The present value of residual revenue available to the project was projected to be $114 million. Applying a 5.75 percent discount rate and a term of 40 years, the annualized residual revenue was $7.34 million. · Option 3: General tolling via the institution of two or more toll collection locations: The present value of residual revenue available to the project was projected to be $131 million. Applying a 5.75 percent discount rate and a term of 40 years, the annualized residual revenue was $8.43 million. The portion of residuals available will be determined by the required contributions to US 422 reconstruction/ major maintenance costs.

Annual Average Residual Revenue over 40 yrs @ 5.75 Percent The Mercator Advisors report computed the total funding available over 40 years. A representative annual value was computed, assuming an interest rate of 5.75 percent and a term of 40 years.

The portion of these revenues applied to O&M costs was based on the 39 percent of O&M costs representing preventative maintenance less the portion of these costs funded by FTA Section 5307 and 5309 grants. The balance of the toll residual revenues is returned to the region for application in other qualified grant-funded capital projects.

Total Annual 5307 + 5309 + Toll Residual Revenues This is the sum of the Section 5307 Urbanized Area Formula Grants and the Section 5309 Fixed Guideway Modernization Grants plus the annual average toll residual revenue.

Check Preventative Maintenance as Percent of O&M Cost Section 5307 and 5309 grants and US 422 residual revenues can be applied to O&M costs only to the extent that they offset capitalized expenses (termed Preventative Maintenance). Based on SEPTA’s operating experience in 2006, up to 39 percent of commuter rail O&M expenses are applied to vehicle and non-vehicle maintenance. This percentage limit is applied in this analysis.

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Excess Section 5307 + 5309 + Residual Toll Revenue Returned to Region The portion of Section 5307 and 5309 grants plus residual toll revenue in excess of the percentage limit described above are assumed to not be applied to fund the project and are effectively “returned” to the region for application in other qualified grant-funded projects.

Project-Generated Sources Weekday unlinked trips (new riders) is derived in the travel demand analysis. As reference, annual ridership estimates for the rail alternatives considered in this study are presented in Chapter V, Table 5-1.

Annualization Factor Annualization factor is derived from the SEPTA 2006 report to the FTA National Transit Database (NTD). It is the ratio of annual unlinked trips divided by average weekday unlinked trips. The annualization factor is applied to weekday unlinked trips to project annual unlinked trips, which is then applied to project fare revenue and advertising revenue.

Fare Revenue Fare revenue is based on projected design-year ridership multiplied by the average fare paid per unlinked trip for SEPTA commuter rail, as reported to the FTA NTD in 2006.

Advertising Revenue Advertising revenue is based on projected design-year ridership multiplied by the average advertising revenue per unlinked trip, as reported to the FTA NTD in 2006.

Local Funding If the sum of Federal and state grants, US 422 residual toll revenues, and project-generated revenue yields a sum that is less than the project capital cost, the balance will be funded by local governments. With the assumptions applied, however, this is not the case and there is zero burden on local governments to fund the O&M cost of the project.

If there were a burden to be funded by local governments, the analysis is structured to allocate the balance to Montgomery, Chester, and Berks counties on the basis of route-miles in each county. The computation is provided in this analysis merely to provide an order-of-magnitude estimate of the burden on local governments.

It should be noted that this allocation scheme is for discussion only and no discussion among the counties on this issue has yet occurred. Therefore, no recommendation is made regarding a specific allocation scheme.

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VII. R6 Extension Service Eligibility for Federal Funding One source of public funding for which the R6 extension project could be eligible is the Federal Transit Administration’s Section 5309 New Starts and the larger Small Starts grants programs. The New Starts/Small Starts FTA project development process, which is required for any project pursuing Section 5309 New Starts Funds, encompasses three steps: Alternatives Analysis (AA), Preliminary Engineering (PE) and Final Design. The method in which steps are followed vary according to the specific characteristics of the project. Since a Locally Preferred Alternative (LPA) has already been identified through the SVM project, early and on-going consultation with FTA regarding the pursuit of FTA grants for the R6 extension project will be critical. 12

The FTA evaluates the proposed project at each step of the project development process. To complete this evaluation, the FTA uses a framework that is based upon a set of criteria that are used to determine the likely success and overall cost-effectiveness of the project. Cost-effectiveness, measured by the Cost Effectiveness Index (CEI), is a vitally important criterion, which is measured by the total annual cost, capital and operations and maintenance cost, per incremental hour of user benefit. Because of the importance of this criterion, it was used in the R6 extension study as an initial screen to determine if federal New Starts/Small Starts funding should be pursued. Specifically, the FTA considers a project with a cost- effectiveness ratio of $24.49 for FY 2007 (a cost of $24.49 per incremental hour of user benefit) or higher as having a low cost effectiveness threshold for consideration of eligibility for a full funding grant agreement by the FTA.

Assumptions Preliminary ridership forecasts and a user benefits estimate was prepared for an extension of R6 service from the Norristown Transportation Center to Valley Forge defined as Alternative 1 for this study. Alternative 1 assumes the closure of Main and Elm Street stations and redeployment of service and equipment westward to serve Port Kennedy from the Norristown Transportation Center. A four minute running time is assumed between Port Kennedy and the Norristown Transportation Center. In addition, the FTA requires that an alternative that is as close as possible in terms of quality of service to the rail build alternative, in this case, Alternative 1, without actually building a fixed guideway system be evaluated. For this analysis, the Baseline alternative assumes 30 minute headway peak period and 60 minute headway off peak express bus service from Valley Forge to Center City Philadelphia with a stop at the Norristown Transportation Center. To develop ridership forecasts and user benefits the same version of the DVRPC Travel Simulation Model and networks as was used in the Schuylkill Valley Metro Task Force forecasts prepared for the Pennsylvania Department of Transportation (PennDOT), the Southeastern Pennsylvania Transportation Authority (SEPTA), and the Berks Area Reading Transportation Authority (BARTA). (This is not the procedure Norfolk Southern used to prepare its ridership estimates for the Task Force).

Results The forecast results can be considered in terms of corridor boardings (defined as the R6 in the build and the R6 and the express bus in the Baseline) and project boardings (defined as boardings at Valley Forge in either alternative). Due to the way the DVRPC model is coded some R6 trains through route with the R2 so the R6 boardings estimate includes some R2 ridership. Table 8 - 6 shows the corridor boardings and Table 8 – 7 shows the project boardings. Both tables show boadings by each time period in the model and for an average weekday.

12 The FTA has issued new guidance since this analysis was performed. See Updated Interim Guidance and Instructions, Small Starts Provision of the Section 5309 Capital Investment Grants Program, FTA, July 20, 2007 and Proposed Guidance on New Starts/Small Starts Policies and Procedures, FTA, April 1, 2008. http:/www.fta.dot.gov.

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Table 8-6: Year 2025 Average Weekday Corridor Boardings Peak (AM + PM) Mid-day Night Total Build 8,740 1,500 3,720 13,960 Baseline R6 7,150 1,210 3,270 11,630 Express Bus 170 90 110 370 Total 7,320 1,300 3,380 12,000

Table 8-7: Year 2025 Average Weekday Project Boardings Peak (AM +PM) Mid-day Night Total Build 800 150 220 1,170 Baseline 80 50 50 180

As was mentioned previously, the Cost Effectiveness Index is a key measure the Federal Transit Administration (FTA) uses to determine eligibility for the Section 5309 New Starts and the larger of the Small Starts discretionary programs. The CEI is measured in terms of a combined annual operations and annualized capital cost per incremental hour of transportation system user benefits (the increment between the build alternative and the Baseline). Table 8 - 8 shows the user benefits and new riders for the extension to Valley Forge. Please note that the new riders in Table 8 - 8 is new transit riders region wide and is not the same as the difference in boardings in the previous two tables.

Table 8-8: Year 2025 Average Weekday New Riders and User Benefits

Peak (AM + PM) Mid-day Night Total New Riders 370 40 70 480 User Benefits 220 50 90 360

Transportation system user benefits can be divided by project boardings to get an estimate of (weighted) time saved for each boarding. In this case there are approximately 18 minutes of user benefit per project boarding. This is reasonable because not all the Valley Forge boardings use the express bus in the Baseline alternative and because all of the express bus boardings in the Baseline alternative alight at the Norristown Transportation Center (most transfer to Route 100 or the R6). Thus, any Baseline bus trip traveling beyond the Norristown Transportation Center does not incur any travel time savings in the Build except for transfer time.

Since the proposed R6 Extension may be considered for a (larger) Small Starts application an opening year CEI estimate is required with opening year user benefits factored by 1.5 (refer to the Proposed Guidance of New Starts/Small Starts Policies and Procedures, April 1, 2008 and Updated Interim Guidance and Instructions, Small Starts Provision of Section 5309 Capital Investment Grants Program, July 20, 2007). Since an opening year is unknown at this point a “backcast” of the project using year 2000 DVRPC trip table was performed to get the year 2000 user benefits estimate in Table 8 - 9. For feasibility study purposes opening year user benefits can be estimated by interpolation. For example, if 2015 is assumed the average weekday opening year user benefits would be 320. With the 1.5 adjustment factor they would 480.

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Table 8-9: Year 2000 Average Weekday New Riders and User Benefits

Peak (AM +PM) Mid-day Night Total New Riders 300 -10 20 310 User Benefits 180 20 70 270

Additional analyses must be conducted; however, the initial forecast shows that the R6 extension to Valley Forge is potentially eligible to participate in the New Starts/Small Starts program. This forecast can be used to help assess the potential eligibility of an R6 Extension to participate in the New Starts/Small Starts program, but a number of additional steps are warranted to create a “submission ready” forecast, including: · Development of capital and operating costs in Standard Cost Category format · Use of 2030 demographics for the horizon year and actual opening year demographics (for a Small Starts forecast and user benefits) and other inputs. 2030 (not 2025) is FTA’s current planning horizon year. · More recent version of DVRPC travel simulation model, if appropriate. · Careful review of new forecasts for “off diagonals” and other FTA “QA/QC” and risk analysis criteria · After completion of first these steps, review of proposed Baseline and Build service plans and alternatives with FTA prior to submission

VIII. Financial Analysis Results Three rail alternatives – R6 Extension (Alternative 1), Wyomissing to Norristown - Diesel (Alternative 3), and Wyomissing to Center City Philadelphia (Alternative 6) – were advanced in this feasibility study for the purposes of financial analysis. Tables 8-10 through 8-17 summarize the financial analysis results across the three rail alternatives for four Federal and toll revenue funding scenarios as listed below. A capital funding and an operating funding analysis are presented for each scenario.

Financial scenarios consist of the following: · Scenario 1: 0 Percent FTA Section 5309 New Starts/Small Starts + Option 2 Toll Revenue -Schuylkill River Bridge Toll - Table 8-10 (Capital Funding) and Table 8-11 (Operating Funding) · Scenario 2: 0 Percent FTA Section 5309 New Starts/Small Starts + Option 3 Toll Revenue – General Tolling - Table 8-12 (Capital Funding) and Table 8-13 (Operating Funding) · Scenario 3: 50 Percent FTA Section 5309 New Starts/Small Starts + Option 2 Toll Revenue – Schuylkill River Bridge Toll - Table 8-14 (Capital Funding) and Table 8-15 (Operating Funding) · Scenario 4: 50 Percent FTA Section 5309 New Starts/Small Starts + Option 3 Toll Revenue – General Tolling - Table 8-16 (Capital Funding) and Table 8-17 (Operating Funding)

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Table 8-10: Financial Plan Scenario 1- Capital Funding, 2008

Capital Funding (Millions of 2008$, except as noted)

Wyomissing to Wyomissing to Philadelphia 30th St R6 Extension Norristown (Diesel) (Electrified) Assumptions Calculation Dollars Calculation Dollars Calculation Dollars TOTAL CONSTRUCTION COST Construction Low $ 32.000 $ 165.000 $ 242.500 High $ 38.000 $ 210.000 $ 287.500 Applied (Average of Low and High) $ 35.000 $ 187.500 $ 265.000

Rolling Stock -$ $ 48.000 $ 48.000 Total $ 35.000 $ 235.500 $ 313.000 FEDERAL FUNDING User Specified Total Section 5309 New Starts Grants 0% $ - $ - $ - Annual Section 5307 Urbanized Area Formula Grants Vehicle Revenue Miles Level of Service (millions) 0.119 0.131 0.131 Grant $/Veh-Mi Annual Grants $ 0.61741157 $ 0.074 $ 0.081 $ 0.081 Fixed Guideway Directional Route-Miles One-Way Route-Miles Berks County 17.5 17.5 Chester County 5.1 5.1 Montgomery County 20.7 20.7 20.7 Total 20.7 43.3 43.3 Directional Route-Miles = One-Way x 2 41.4 86.6 86.6 Grant $/Rte-Mi Annual Grants $ 32,779 $ 1.357 $ 2.839 $ 2.839 Annual Incremental 5307 Grants Resulting from Additional R6 Service $ 1.431 $ 2.920 $ 2.920

Portion Applied to Project User Specified 81.0% 100.0% 100.0% Dollar Amount $ 1.159 $ 2.920 $ 2.920 Balance Applied to Operations $ 0.272 -$ -$ PMT(i,n,p) Leveraged as GARVEE w/15-yr Bond @ 4.5% 0.0931138 $ 12.446 $ 31.356 $ 31.356

Total Federal Grants Applied to Capital $ 12.446 $ 31.356 $ 31.356 As % of Project Cost 36% 13% 10% Check: Total Federal Grants < 80% of Project Cost OK OK OK STATE FUNDING Act 44 [Note A] User Specified 0.0% $ - 6.2% $ 14.601 29.4% $ 92.022 REGIONAL FUNDING US-422 Toll Revenue Bond Proceeds 1=Applied Option 2: Schuylkill River Bridge Toll 1 $ 256.400 $ 256.400 $ 256.400 Option 3: General Tolling 0 $ 302.600 $ 302.600 $ 302.600 Gross Proceeds Applied in Analysis $ 256.400 $ 256.400 $ 256.400 User Specified Less portion applied to US-422 Improvements -25% $ (64.100) $ (64.100) $ (64.100) Net Proceeds Available to Project $ 192.300 $ 192.300 $ 192.300 Net Proceeds Applied to Project $ 22.554 $ 189.543 $ 189.622 Excess Returned to Region [Note A] $ 169.746 $ 2.757 $ 2.678 LOCAL FUNDING Total -$ -$ -$ Berks County % of Route-Miles 0.0% -$ 40.4% -$ 40.4% -$ Chester County % of Route-Miles 0.0% $ - 11.8% -$ 11.8% -$ Montgomery County % of Route-Miles 100.0% $ - 47.8% $ - 47.8% $ - TOTAL SOURCES $ 35.000 $ 235.500 $ 313.000 EXCESS FUNDING $ - $ - $ -

Legend User-specified line item Value entered here

Notes A. Sized to minimize Local funding. To the extent that the sum of Federal, State, and toll revenue bond proceeds exceed the cost of the project, the excess toll revenue bond proceeds could be “returned” to the region for application in other projects. Alternatively, as noted above, a portion of these funds could be applied to reduce or eliminate reliance on State grants.

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Table 8-11: Financial Plan Scenario 1- Operating Funding, 2008

Operating Funding (Millions of 2008$, except as noted)

Wyomissing to Wyomissing to Philadelphia 30th St R6 Extension Norristown (Diesel) (Electrified) Assumptions Calculation Dollars Calculation Dollars Calculation Dollars DESIGN YEAR ANNUAL O&M COST 1=Applied No Additional R6 Capacity 0 $ 1.800 $ 5.500 $ 8.800 With Additional R6 Capacity 1 $ 1.800 $ 7.400 $ 8.800 Applied $ 1.800 $ 7.400 $ 8.800 DESIGN YEAR ANNUAL O&M COST $ 1.800 $ 7.400 $ 8.800 FEDERAL FUNDING (Applied as Preventative Maintenance) Section 5307 Urbanized Area Formula Grants Balance not applied in Capital Program $ 0.272 $ - $ - Section 5309 Fixed Guideway Modernization Grants Vehicle Revenue Miles 0.119 0.131 0.131 Grant $/Veh-Mi Annual Grants $ 0.47577124 $ 0.057 $ 0.062 $ 0.062 Fixed Guideway Directional Route-Miles 41.4 86.6 86.6 Grant $/Rte-Mi Annual Grants $ 33,410.05 $ 1.383 $ 2.893 $ 2.893 Total Annual Grants Available [Note A] $ 1.440 $ 2.956 $ 2.956 STATE FUNDING State Match % Act 44 [Note B] User Specified 5.6% $ 0.101 46.7% $ 3.456 40.5% $ 3.564 Check: State Funding < 75% of Operating Deficit O&M Cost $ 1.80 $ 7.40 $ 8.80 Less Fare Revenue $ (0.99) $ (1.03) $ (1.77) Less Advertising Revenue $ (0.01) $ (0.03) $ (0.04) Deficit $ 0.80 $ 6.34 $ 6.99 State Funds as % of Deficit 13% 55% 51% Check if < 75% OK OK OK REGIONAL FUNDING (Applied as Preventative Maintenance) Value from "Capital" Rt-422 Toll Residual Revenues 1=Applied 40-Year Total Residual Revenue Option 2: Schuylkill River Bridge Toll 1 $ 114.00 $ 114.00 $ 114.00 Option 3: General Tolling 0 $ 131.00 $ 131.00 $ 131.00 PMT(i,n,p) Annual Avg Residual Revenue over 40 yrs @ 5.75% 0.0643791 $ 7.339 $ 7.339 $ 7.339 PM as % of RRD O&M Total Section 5307 + 5309 + Toll Residual Revenue should be < than $ 9.051 $ 10.295 $ 10.295 Check: Preventative Maintenance as % of O&M Cost 39% 503% 139% 117% Excess Section 5307 + 5309 + Residual Toll Revenue -464% $ (8.349) -100% $ (7.409) -78% $ (6.863) Returned to Region PROJECT-GENERATED SOURCES Weekday Unlinked Trips (New Riders) 1,200 3,600 5,900 Annualization Factor [Note C] 290.14 Avg Fare Paid/ Fare Revenue Unlinked Trip Annual Fare Revenue [Note C] $ 2.84160 $ 0.989 $ 1.033 $ 1.769 Advertising Revenue Ad Rev/Unlinked Trip Annual Advertising Revenue [Note C] $ 0.02563 $ 0.009 $ 0.027 $ 0.044 LOCAL FUNDING Total $ (0.001) $ (0.002) $ (0.009) Berks County % of Route-Miles 0.0% $ - 40.4% $ - 40.4% $ - Chester County % of Route-Miles 0.0% $ - 11.8% $ - 11.8% $ - Montgomery County % of Route-Miles 100.0% $ - 47.8% $ - 47.8% $ -

Local Funds as % of State Funding Should be > than Check: Local funding as % of State funding 15% N/A N/A N/A TOTAL SOURCES $ 1.801 $ 7.402 $ 8.809 EXCESS FUNDING $ 0.001 $ 0.002 $ 0.009

Legend User-specified line item Value entered here Check: Preventative Maintenance as % of O&M Cost 39% Excess Section 5307 + 5309 Returned to UZA Derived % $ Derived

Notes A. Section 5307 and 5309 Fixed Guideway Modernization Grants and Residual Toll Revenues can only be applied to the Preventative Maintenance portion of O&M Costs. B. Act 44 in SEPTA RRD Budget = 40.34% of O&M costs. C. Based on SEPTA 2006 Report to FTA National Transit Database

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Table 8-12: Financial Plan Scenario 2- Capital Funding, 2008

Capital Funding (Millions of 2008$, except as noted)

Wyomissing to Wyomissing to Philadelphia 30th St R6 Extension Norristown (Diesel) (Electrified) Assumptions Calculation Dollars Calculation Dollars Calculation Dollars TOTAL CONSTRUCTION COST Construction Low $ 32.000 $ 165.000 $ 242.500 High $ 38.000 $ 210.000 $ 287.500 Applied (Average of Low and High) $ 35.000 $ 187.500 $ 265.000

Rolling Stock -$ $ 48.000 $ 48.000 Total $ 35.000 $ 235.500 $ 313.000 FEDERAL FUNDING User Specified Total Section 5309 New Starts Grants 0% $ - $ - $ - Annual Section 5307 Urbanized Area Formula Grants Vehicle Revenue Miles Level of Service (millions) 0.119 0.131 0.131 Grant $/Veh-Mi Annual Grants $ 0.61741157 $ 0.074 $ 0.081 $ 0.081 Fixed Guideway Directional Route-Miles One-Way Route-Miles Berks County 17.5 17.5 Chester County 5.1 5.1 Montgomery County 20.7 20.7 20.7 Total 20.7 43.3 43.3 Directional Route-Miles = One-Way x 2 41.4 86.6 86.6 Grant $/Rte-Mi Annual Grants $ 32,779 $ 1.357 $ 2.839 $ 2.839 Annual Incremental 5307 Grants Resulting from Additional R6 Service $ 1.431 $ 2.920 $ 2.920

Portion Applied to Project User Specified 81.0% 100.0% 100.0% Dollar Amount $ 1.159 $ 2.920 $ 2.920 Balance Applied to Operations $ 0.272 -$ -$ PMT(i,n,p) Leveraged as GARVEE w/15-yr Bond @ 4.5% 0.0931138 $ 12.446 $ 31.356 $ 31.356

Total Federal Grants Applied to Capital $ 12.446 $ 31.356 $ 31.356 As % of Project Cost 36% 13% 10% Check: Total Federal Grants < 80% of Project Cost OK OK OK STATE FUNDING Act 44 [Note A] User Specified 0.0% $ - 0.0% $ - 18.3% $ 57.279 REGIONAL FUNDING Rt-422 Toll Revenue Bond Proceeds 1=Applied Option 2: Schuylkill River Bridge Toll 0 $ 256.400 $ 256.400 $ 256.400 Option 3: General Tolling 1 $ 302.600 $ 302.600 $ 302.600 Gross Proceeds Applied in Analysis $ 302.600 $ 302.600 $ 302.600 User Specified Less portion applied to US-422 Improvements -25% $ (75.650) $ (75.650) $ (75.650) Net Proceeds Available to Project $ 226.950 $ 226.950 $ 226.950 Net Proceeds Applied to Project $ 22.554 $ 204.144 $ 224.365 Excess Returned to Region [Note A] $ 204.396 $ 22.806 $ 2.585 LOCAL FUNDING Total -$ -$ -$ Berks County % of Route-Miles 0.0% -$ 40.4% -$ 40.4% -$ Chester County % of Route-Miles 0.0% $ - 11.8% -$ 11.8% -$ Montgomery County % of Route-Miles 100.0% $ - 47.8% $ - 47.8% $ - TOTAL SOURCES $ 35.000 $ 235.500 $ 313.000 EXCESS FUNDING $ - $ - $ -

Legend User-specified line item Value entered here

Notes A. Sized to minimize Local funding. To the extent that the sum of Federal, State, and toll revenue bond proceeds exceed the cost of the project, the excess toll revenue bond proceeds could be “returned” to the region for application in other projects. Alternatively, as noted above, a portion of these funds could be applied to reduce or eliminate reliance on State grants.

R6 Norristown Line Service Extension Study Final Report Ÿ July 2008 Chapter 8. Financial Plan & Funding Options 8-22

Table 8-13: Financial Plan Scenario 2- Operating Funding, 2008

Operating Funding (Millions of 2008$, except as noted)

Wyomissing to Wyomissing to Philadelphia 30th St R6 Extension Norristown (Diesel) (Electrified) Assumptions Calculation Dollars Calculation Dollars Calculation Dollars DESIGN YEAR ANNUAL O&M COST 1=Applied No Additional R6 Capacity 0 $ 1.800 $ 5.500 $ 8.800 With Additional R6 Capacity 1 $ 1.800 $ 7.400 $ 8.800 Applied $ 1.800 $ 7.400 $ 8.800 DESIGN YEAR ANNUAL O&M COST $ 1.800 $ 7.400 $ 8.800 FEDERAL FUNDING (Applied as Preventative Maintenance) Section 5307 Urbanized Area Formula Grants Balance not applied in Capital Program $ 0.272 $ - $ - Section 5309 Fixed Guideway Modernization Grants Vehicle Revenue Miles 0.119 0.131 0.131 Grant $/Veh-Mi Annual Grants $ 0.47577124 $ 0.057 $ 0.062 $ 0.062 Fixed Guideway Directional Route-Miles 41.4 86.6 86.6 Grant $/Rte-Mi Annual Grants $ 33,410.05 $ 1.383 $ 2.893 $ 2.893 Total Annual Grants Available [Note A] $ 1.440 $ 2.956 $ 2.956 STATE FUNDING State Match % Act 44 [Note B] User Specified 5.6% $ 0.101 46.7% $ 3.456 40.5% $ 3.564 Check: State Funding < 75% of Operating Deficit O&M Cost $ 1.80 $ 7.40 $ 8.80 Less Fare Revenue $ (0.99) $ (1.03) $ (1.77) Less Advertising Revenue $ (0.01) $ (0.03) $ (0.04) Deficit $ 0.80 $ 6.34 $ 6.99 State Funds as % of Deficit 13% 55% 51% Check if < 75% OK OK OK REGIONAL FUNDING (Applied as Preventative Maintenance) Value from "Capital" Rt-422 Toll Residual Revenues 1=Applied 40-Year Total Residual Revenue Option 2: Schuylkill River Bridge Toll 0 $ 114.00 $ 114.00 $ 114.00 Option 3: General Tolling 1 $ 131.00 $ 131.00 $ 131.00 PMT(i,n,p) Annual Avg Residual Revenue over 40 yrs @ 5.75% 0.0643791 $ 8.434 $ 8.434 $ 8.434 PM as % of RRD O&M Total Section 5307 + 5309 + Toll Residual Revenue should be < than $ 10.145 $ 11.389 $ 11.389 Check: Preventative Maintenance as % of O&M Cost 39% 564% 154% 129% Excess Section 5307 + 5309 + Residual Toll Revenue -525% $ (9.443) -115% $ (8.503) -90% $ (7.957) Returned to Region PROJECT-GENERATED SOURCES Weekday Unlinked Trips (New Riders) 1,200 3,600 5,900 Annualization Factor [Note C] 290.14 Avg Fare Paid/ Fare Revenue Unlinked Trip Annual Fare Revenue [Note C] $ 2.84160 $ 0.989 $ 1.033 $ 1.769 Advertising Revenue Ad Rev/Unlinked Trip Annual Advertising Revenue [Note C] $ 0.02563 $ 0.009 $ 0.027 $ 0.044 LOCAL FUNDING Total $ (0.001) $ (0.002) $ (0.009) Berks County % of Route-Miles 0.0% $ - 40.4% $ - 40.4% $ - Chester County % of Route-Miles 0.0% $ - 11.8% $ - 11.8% $ - Montgomery County % of Route-Miles 100.0% $ - 47.8% $ - 47.8% $ -

Local Funds as % of State Funding Should be > than Check: Local funding as % of State funding 15% N/A N/A N/A TOTAL SOURCES $ 1.801 $ 7.402 $ 8.809 EXCESS FUNDING $ 0.001 $ 0.002 $ 0.009

Legend User-specified line item Value entered here Check: Preventative Maintenance as % of O&M Cost 39% Excess Section 5307 + 5309 Returned to UZA Derived % $ Derived

Notes A. Section 5307 and 5309 Fixed Guideway Modernization Grants and Residual Toll Revenues can only be applied to the Preventative Maintenance portion of O&M Costs. B. Act 44 in SEPTA RRD Budget = 40.34% of O&M costs. C. Based on SEPTA 2006 Report to FTA National Transit Database

R6 Norristown Line Service Extension Study Final Report Ÿ July 2008 Chapter 8. Financial Plan & Funding Options 8-23

Table 8-14: Financial Plan Scenario 3- Capital Funding, 2008

Capital Funding (Millions of 2008$, except as noted)

Wyomissing to Wyomissing to Philadelphia 30th St R6 Extension Norristown (Diesel) (Electrified) Assumptions Calculation Dollars Calculation Dollars Calculation Dollars TOTAL CONSTRUCTION COST Construction Low $ 32.000 $ 165.000 $ 242.500 High $ 38.000 $ 210.000 $ 287.500 Applied (Average of Low and High) $ 35.000 $ 187.500 $ 265.000

Rolling Stock -$ $ 48.000 $ 48.000 Total $ 35.000 $ 235.500 $ 313.000 FEDERAL FUNDING User Specified Total Section 5309 New Starts Grants 50% $ 17.500 $ 117.750 $ 156.500 Annual Section 5307 Urbanized Area Formula Grants Vehicle Revenue Miles Level of Service (millions) 0.119 0.131 0.131 Grant $/Veh-Mi Annual Grants $ 0.61741157 $ 0.074 $ 0.081 $ 0.081 Fixed Guideway Directional Route-Miles One-Way Route-Miles Berks County 17.5 17.5 Chester County 5.1 5.1 Montgomery County 20.7 20.7 20.7 Total 20.7 43.3 43.3 Directional Route-Miles = One-Way x 2 41.4 86.6 86.6 Grant $/Rte-Mi Annual Grants $ 32,779 $ 1.357 $ 2.839 $ 2.839 Annual Incremental 5307 Grants Resulting from Additional R6 Service $ 1.431 $ 2.920 $ 2.920

Portion Applied to Project User Specified 0.0% 0.0% 0.0% Dollar Amount -$ -$ -$ Balance Applied to Operations $ 1.431 $ 2.920 $ 2.920 PMT(i,n,p) Leveraged as GARVEE w/15-yr Bond @ 4.5% 0.0931138 $ - -$ $ -

Total Federal Grants Applied to Capital $ 17.500 $ 117.750 $ 156.500 As % of Project Cost 50% 50% 50% Check: Total Federal Grants < 80% of Project Cost OK OK OK STATE FUNDING Act 44 [Note A] User Specified 0.0% -$ 0.0% -$ 0.0% -$ REGIONAL FUNDING Rt-422 Toll Revenue Bond Proceeds 1=Applied Option 2: Schuylkill River Bridge Toll 1 $ 256.400 $ 256.400 $ 256.400 Option 3: General Tolling 0 $ 302.600 $ 302.600 $ 302.600 Gross Proceeds Applied in Analysis $ 256.400 $ 256.400 $ 256.400 User Specified Less portion applied to US-422 Improvements -25% $ (64.100) $ (64.100) $ (64.100) Net Proceeds Available to Project $ 192.300 $ 192.300 $ 192.300 Net Proceeds Applied to Project $ 17.500 $ 117.750 $ 156.500 Excess Returned to Region [Note A] $ 174.800 $ 74.550 $ 35.800 LOCAL FUNDING Total -$ -$ -$ Berks County % of Route-Miles 0.0% -$ 40.4% -$ 40.4% -$ Chester County % of Route-Miles 0.0% $ - 11.8% $ - 11.8% $ - Montgomery County % of Route-Miles 100.0% $ - 47.8% $ - 47.8% $ - TOTAL SOURCES $ 35.000 $ 235.500 $ 313.000 EXCESS FUNDING $ - $ - $ -

Legend User-specified line item Value entered here

Notes A. Sized to minimize Local funding. To the extent that the sum of Federal, State, and toll revenue bond proceeds exceed the cost of the project, the excess toll revenue bond proceeds could be “returned” to the region for application in other projects. Alternatively, as noted above, a portion of these funds could be applied to reduce or eliminate reliance on State grants.

R6 Norristown Line Service Extension Study Final Report Ÿ July 2008 Chapter 8. Financial Plan & Funding Options 8-24

Table 8-15: Financial Plan Scenario 3- Operating Funding, 2008

Operating Funding (Millions of 2008$, except as noted)

Wyomissing to Wyomissing to Philadelphia 30th St R6 Extension Norristown (Diesel) (Electrified) Assumptions Calculation Dollars Calculation Dollars Calculation Dollars DESIGN YEAR ANNUAL O&M COST 1=Applied No Additional R6 Capacity 0 $ 1.800 $ 5.500 $ 8.800 With Additional R6 Capacity 1 $ 1.800 $ 7.400 $ 8.800 Applied $ 1.800 $ 7.400 $ 8.800 DESIGN YEAR ANNUAL O&M COST $ 1.800 $ 7.400 $ 8.800 FEDERAL FUNDING (Applied as Preventative Maintenance) Section 5307 Urbanized Area Formula Grants Balance not applied in Capital Program $ 1.431 $ 2.920 $ 2.920 Section 5309 Fixed Guideway Modernization Grants Vehicle Revenue Miles 0.119 0.131 0.131 Grant $/Veh-Mi Annual Grants $ 0.47577124 $ 0.057 $ 0.062 $ 0.062 Fixed Guideway Directional Route-Miles 41.4 86.6 86.6 Grant $/Rte-Mi Annual Grants $ 33,410.05 $ 1.383 $ 2.893 $ 2.893 Total Annual Grants Available [Note A] $ 1.440 $ 2.956 $ 2.956 STATE FUNDING State Match % Act 44 [Note B] User Specified 5.6% $ 0.100 46.7% $ 3.456 40.5% $ 3.564 Check: State Funding < 75% of Operating Deficit O&M Cost $ 1.80 $ 7.40 $ 8.80 Less Fare Revenue $ (0.99) $ (1.03) $ (1.77) Less Advertising Revenue $ (0.01) $ (0.03) $ (0.04) Deficit $ 0.80 $ 6.34 $ 6.99 State Funds as % of Deficit 12% 55% 51% Check if < 75% OK OK OK REGIONAL FUNDING (Applied as Preventative Maintenance) Value from "Capital" Rt-422 Toll Residual Revenues 1=Applied 40-Year Total Residual Revenue Option 2: Schuylkill River Bridge Toll 1 $ 114.00 $ 114.00 $ 114.00 Option 3: General Tolling 0 $ 131.00 $ 131.00 $ 131.00 PMT(i,n,p) Annual Avg Residual Revenue over 40 yrs @ 5.75% 0.0643791 $ 7.339 $ 7.339 $ 7.339 PM as % of RRD O&M Total Section 5307 + 5309 + Toll Residual Revenue should be < than $ 10.210 $ 13.215 $ 13.215 Check: Preventative Maintenance as % of O&M Cost 39% 567% 179% 150% Excess Section 5307 + 5309 + Residual Toll Revenue -528% $ (9.508) -140% $ (10.329) -111% $ (9.783) Returned to Region PROJECT-GENERATED SOURCES Weekday Unlinked Trips (New Riders) 1,200 3,600 5,900 Annualization Factor [Note C] 290.14 Avg Fare Paid/ Fare Revenue Unlinked Trip Annual Fare Revenue [Note C] $ 2.84160 $ 0.989 $ 1.033 $ 1.769 Advertising Revenue Ad Rev/Unlinked Trip Annual Advertising Revenue [Note C] $ 0.02563 $ 0.009 $ 0.027 $ 0.044 LOCAL FUNDING Total $ (0.000) $ (0.002) $ (0.009) Berks County % of Route-Miles 0.0% -$ 40.4% -$ 40.4% -$ Chester County % of Route-Miles 0.0% $ - 11.8% $ - 11.8% $ - Montgomery County % of Route-Miles 100.0% $ - 47.8% $ - 47.8% $ -

Local Funds as % of State Funding Should be > than Check: Local funding as % of State funding 15% N/A N/A N/A TOTAL SOURCES $ 1.800 $ 7.402 $ 8.809 EXCESS FUNDING $ 0.000 $ 0.002 $ 0.009

Legend User-specified line item Value entered here Check: Preventative Maintenance as % of O&M Cost 39% Excess Section 5307 + 5309 Returned to UZA Derived % $ Derived

Notes A. Section 5307 and 5309 Fixed Guideway Modernization Grants and Residual Toll Revenues can only be applied to the Preventative Maintenance portion of O&M Costs. B. Act 44 in SEPTA RRD Budget = 40.34% of O&M costs. C. Based on SEPTA 2006 Report to FTA National Transit Database

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Table 8-16: Financial Plan Scenario 4- Capital Funding, 2008

Capital Funding (Millions of 2008$, except as noted)

Wyomissing to Wyomissing to Philadelphia 30th St R6 Extension Norristown (Diesel) (Electrified) Assumptions Calculation Dollars Calculation Dollars Calculation Dollars TOTAL CONSTRUCTION COST Construction Low $ 32.000 $ 165.000 $ 242.500 High $ 38.000 $ 210.000 $ 287.500 Applied (Average of Low and High) $ 35.000 $ 187.500 $ 265.000

Rolling Stock -$ $ 48.000 $ 48.000 Total $ 35.000 $ 235.500 $ 313.000 FEDERAL FUNDING User Specified Total Section 5309 New Starts Grants 50% $ 17.500 $ 117.750 $ 156.500 Annual Section 5307 Urbanized Area Formula Grants Vehicle Revenue Miles Level of Service (millions) 0.119 0.131 0.131 Grant $/Veh-Mi Annual Grants $ 0.61741157 $ 0.074 $ 0.081 $ 0.081 Fixed Guideway Directional Route-Miles One-Way Route-Miles Berks County 17.5 17.5 Chester County 5.1 5.1 Montgomery County 20.7 20.7 20.7 Total 20.7 43.3 43.3 Directional Route-Miles = One-Way x 2 41.4 86.6 86.6 Grant $/Rte-Mi Annual Grants $ 32,779 $ 1.357 $ 2.839 $ 2.839 Annual Incremental 5307 Grants Resulting from Additional R6 Service $ 1.431 $ 2.920 $ 2.920

Portion Applied to Project User Specified 0.0% 0.0% 0.0% Dollar Amount -$ -$ -$ Balance Applied to Operations $ 1.431 $ 2.920 $ 2.920 PMT(i,n,p) Leveraged as GARVEE w/15-yr Bond @ 4.5% 0.0931138 -$ -$ -$

Total Federal Grants Applied to Capital $ 17.500 $ 117.750 $ 156.500 As % of Project Cost 50% 50% 50% Check: Total Federal Grants < 80% of Project Cost OK OK OK STATE FUNDING Act 44 [Note A] User Specified 0.0% $ - 0.0% $ - 0.0% $ - REGIONAL FUNDING Rt-422 Toll Revenue Bond Proceeds 1=Applied Option 2: Schuylkill River Bridge Toll 0 $ 256.400 $ 256.400 $ 256.400 Option 3: General Tolling 1 $ 302.600 $ 302.600 $ 302.600 Gross Proceeds Applied in Analysis $ 302.600 $ 302.600 $ 302.600 User Specified Less portion applied to US-422 Improvements -25% $ (75.650) $ (75.650) $ (75.650) Net Proceeds Available to Project $ 226.950 $ 226.950 $ 226.950 Net Proceeds Applied to Project $ 17.500 $ 117.750 $ 156.500 Excess Returned to Region [Note A] $ 209.450 $ 109.200 $ 70.450 LOCAL FUNDING Total -$ -$ -$ Berks County % of Route-Miles 0.0% -$ 40.4% -$ 40.4% -$ Chester County % of Route-Miles 0.0% $ - 11.8% -$ 11.8% -$ Montgomery County % of Route-Miles 100.0% $ - 47.8% $ - 47.8% $ - TOTAL SOURCES $ 35.000 $ 235.500 $ 313.000 EXCESS FUNDING $ - $ - $ -

Legend User-specified line item Value entered here

Notes A. Sized to minimize Local funding. To the extent that the sum of Federal, State, and toll revenue bond proceeds exceed the cost of the project, the excess toll revenue bond proceeds could be “returned” to the region for application in other projects. Alternatively, as noted above, a portion of these funds could be applied to reduce or eliminate reliance on State grants.

R6 Norristown Line Service Extension Study Final Report Ÿ July 2008 Chapter 8. Financial Plan & Funding Options 8-26

Table 8-17: Financial Plan Scenario 4- Operating Funding, 2008

Operating Funding (Millions of 2008$, except as noted)

Wyomissing to Wyomissing to Philadelphia 30th St R6 Extension Norristown (Diesel) (Electrified) Assumptions Calculation Dollars Calculation Dollars Calculation Dollars DESIGN YEAR ANNUAL O&M COST 1=Applied No Additional R6 Capacity 0 $ 1.800 $ 5.500 $ 8.800 With Additional R6 Capacity 1 $ 1.800 $ 7.400 $ 8.800 Applied $ 1.800 $ 7.400 $ 8.800 DESIGN YEAR ANNUAL O&M COST $ 1.800 $ 7.400 $ 8.800 FEDERAL FUNDING (Applied as Preventative Maintenance) Section 5307 Urbanized Area Formula Grants Balance not applied in Capital Program $ 1.431 $ 2.920 $ 2.920 Section 5309 Fixed Guideway Modernization Grants Vehicle Revenue Miles 0.119 0.131 0.131 Grant $/Veh-Mi Annual Grants $ 0.47577124 $ 0.057 $ 0.062 $ 0.062 Fixed Guideway Directional Route-Miles 41.4 86.6 86.6 Grant $/Rte-Mi Annual Grants $ 33,410.05 $ 1.383 $ 2.893 $ 2.893 Total Annual Grants Available [Note A] $ 1.440 $ 2.956 $ 2.956 STATE FUNDING State Match % Act 44 [Note B] User Specified 5.6% $ 0.100 46.7% $ 3.456 40.5% $ 3.564 Check: State Funding < 75% of Operating Deficit O&M Cost $ 1.80 $ 7.40 $ 8.80 Less Fare Revenue $ (0.99) $ (1.03) $ (1.77) Less Advertising Revenue $ (0.01) $ (0.03) $ (0.04) Deficit $ 0.80 $ 6.34 $ 6.99 State Funds as % of Deficit 12% 55% 51% Check if < 75% OK OK OK REGIONAL FUNDING (Applied as Preventative Maintenance) Value from "Capital" Rt-422 Toll Residual Revenues 1=Applied 40-Year Total Residual Revenue Option 2: Schuylkill River Bridge Toll 0 $ 114.00 $ 114.00 $ 114.00 Option 3: General Tolling 1 $ 131.00 $ 131.00 $ 131.00 PMT(i,n,p) Annual Avg Residual Revenue over 40 yrs @ 5.75% 0.0643791 $ 8.434 $ 8.434 $ 8.434 PM as % of RRD O&M Total Section 5307 + 5309 + Toll Residual Revenue should be < than $ 11.304 $ 14.309 $ 14.309 Check: Preventative Maintenance as % of O&M Cost 39% 628% 193% 163% Excess Section 5307 + 5309 + Residual Toll Revenue -589% $ (10.602) -154% $ (11.423) -124% $ (10.877) Returned to Region PROJECT-GENERATED SOURCES Weekday Unlinked Trips (New Riders) 1,200 3,600 5,900 Annualization Factor [Note C] 290.14 Avg Fare Paid/ Fare Revenue Unlinked Trip Annual Fare Revenue [Note C] $ 2.84160 $ 0.989 $ 1.033 $ 1.769 Advertising Revenue Ad Rev/Unlinked Trip Annual Advertising Revenue [Note C] $ 0.02563 $ 0.009 $ 0.027 $ 0.044 LOCAL FUNDING Total $ (0.000) $ (0.002) $ (0.009) Berks County % of Route-Miles 0.0% $ - 40.4% $ - 40.4% $ - Chester County % of Route-Miles 0.0% $ - 11.8% $ - 11.8% $ - Montgomery County % of Route-Miles 100.0% $ - 47.8% $ - 47.8% $ -

Local Funds as % of State Funding Should be > than Check: Local funding as % of State funding 15% N/A N/A N/A TOTAL SOURCES $ 1.800 $ 7.402 $ 8.809 EXCESS FUNDING $ 0.000 $ 0.002 $ 0.009

Legend User-specified line item Value entered here Check: Preventative Maintenance as % of O&M Cost 39% Excess Section 5307 + 5309 Returned to UZA Derived % $ Derived

Notes A. Section 5307 and 5309 Fixed Guideway Modernization Grants and Residual Toll Revenues can only be applied to the Preventative Maintenance portion of O&M Costs. B. Act 44 in SEPTA RRD Budget = 40.34% of O&M costs. C. Based on SEPTA 2006 Report to FTA National Transit Database

R6 Norristown Line Service Extension Study Final Report Ÿ July 2008 R6 Norristown Line Service Extension Study Final Report

Chapter 9: Next Steps

July 2008 Chapter 9. Next Steps 9-1

Chapter 9: Next Steps

The R6 Norristown Line Service Extension Study has established that the extension of passenger rail service from Norristown to Wyomissing is feasible, and it has identified order-of-magnitude costs and potential sources of revenue to operate the service. The specific next steps for the proposed project should build on the work completed in this study and initiate a rational decision-making process to select the best alternative improvement strategies to address transportation issues in the corridor, while also implementing public, agency, and key stakeholder input and coordination. All of these initiatives would be part of meeting federal requirements for federally funded projects.

Specific next steps include: 1. Obtain formal agreement from the Federal Transit Administration (FTA) that the federal earmarks already in place will continue to be available and can be used for project environmental clearance, engineering, and related studies. Obtain PennDOT agreement to support the tolling concept. Submit Expression of Interest to FHWA for tolling program (officially from PennDOT). 2. Conduct a Revenue and Traffic Study concurrent with the required Alternatives Analysis (AA) to analyze tolling alternatives in detail, including alternate tolling locations and toll amounts, the development of toll revenue forecasts, the identification of corridor transportation improvements and to prepare to support the bond issue. 3. Begin the Alternatives Analysis (AA) process to be compliant with the requirements of New Starts and the National Environmental Policy Act (NEPA). This would include: · Establishment of the project purpose and need; · The definition of transportation improvement alternatives, including non-rail alternatives to address the transportation issues in the corridor and identified in the project purpose and need; · Continual coordination with FTA, PennDOT and other agencies during the development of the AA on alternatives and to ensure the most effective and efficient use of data already generated in previous studies; and · Conduct extensive public outreach to gauge opinion on the project, including the different alternatives, the potential funding approaches, and the use of tolling to pay for the project. This would also include the engagement of corridor business leadership and other key stakeholders to support the project and possibly host a “Mobility Forum” later in 2008 to promote the project. 4. Continue discussions with Norfolk Southern to resolve outstanding operating issues and complete a Memorandum of Understanding regarding required capital improvements and operations approaches. 5. Complete project environmental documentation (DEIS) and determine whether the documentation process would comply with NEPA or state regulations. This will need to include the identification of the entity that will manage this process as well as the project sponsor (for a project receiving federal money).

R6 Norristown Line Service Extension Study Final Report Ÿ July 2008 Chapter 9. Next Steps 9-2

Funding the Project A financial plan is not required as part of the AA, but a more detail evaluation of how to fund the project should be prepared. From a more long-range project development perspective, the activities below should be followed for project implementation: 1. Prepare application to FHWA for approval to impose tolls (officially from PennDOT). 2. Identify the desired method for operating and maintaining service, regardless of the mode identified as the Locally Preferred alternative. This initial step may lead to: · Establishment of a Tri-County Authority by State Legislature composed of Berks, Chester and Montgomery counties to implement the project. · The advertisement of an RFP for selection of an operating entity for the rail service. · Negotiation and finalization of a SEPTA joint operating agreement. 3. Identify the entity to manage the planning and design of the selected alternative (potentially a Tri-County Authority) and commence planning and preliminary design of rail improvements. 4. Prepare bid documents for rail construction or a RFP for a Public Private Partnership (PPP). 5. Prepare bond issue by public agency, if no Public-Private Partnership is implemented.

R6 Norristown Line Service Extension Study Final Report Ÿ July 2008 R6 Norristown Line Service Extension Study Final Report

Appendices

July 2008 R6 Norristown Line Service Extension Study Final Report

Appendix A: Study Technical Advisory Committee Meeting Minutes

July 2008 R6 Norristown Line Service Extension Study Study Technical Advisory Committee Meeting #1

Meeting Summary November 27, 2007

Meeting Attendees: Leo Bagley, Section Chief, Montgomery County Planning Commission (MCPC); Chris Bell, DMJM Harris; Christine Bishop-Edkins, DMJM Harris; Patrick Coleman, AECOM Consult; J.T. Cooper; Matt Edmond, MCPC; Joseph Hacker, Delaware Valley Regional Planning Commission; Roger Heebner, Project Manager, DMJM Harris; Thomas Hickey; Jerry Kane, SEPTA; James Klaiber, Norfolk Southern Railroad; Dennis Louwerse, Berks Area Reading Transportation Authority; Alan Pipor, Berks County Planning Commission; Peter Quinn, Greater Valley Forge TMA; Tracey Tackett, CHPlanning; Randy Waltermyer, Chester County Planning Commission.

The sign in sheet, meeting agenda and presentation are attached.

1. INTRODUCTIONS

· The consulting team consists of DMJM Harris, AECOM Consult and CHPlanning. DMJM Harris is leading the team. AECOM Consult will prepare ridership and cost updates and develop the funding plan and financing scenarios. CHPlanning will prepare station access plans and assist with public outreach activities.

2. STUDY TECHNICAL ADVISORY COMMITTEE & ROLE

· The role of the Study Technical Advisory Committee (STAC) is to provide on-going guidance to the Montgomery County Planning Commission and the consulting team on the advancement of the R6 Extension Study. The STAC will also act as a resource for technical information and public involvement.

3. PROJECT PURPOSE & GOALS

· The purpose of the R6 Norristown Line Service Extension Study is to determine the feasibility of operating passenger rail service along SEPTA’s R6 Norristown Line between the Norristown Transportation Center and proposed stations along US Route 422 to Wyomissing. The study will include evaluation of operating segments that are shorter than a line all the way to Wyomissing as well as different operating equipment on different parts of the line (i.e. electric power to Route 422 and Diesel beyond 422). · The project will identify lower cost alternatives than were studied in the past under the Schuylkill Valley Metro concept. Ridership and operating and capital costs will be determined for the various alternatives in order to assess viability of a new service. · As a first step in the analysis, the study will determine early on the likelihood that an extension of rail passenger service would receive federal funding. A discussion of the alternative that will be modeled for completing this early feasibility analysis was a significant focus of the first STAC meeting summarized in these minutes.

1 · A key element of the study will be to identify public and private funding sources for the extension of passenger rail service

4. PROJECT SCOPE & TIMELINE

· The project scope includes the following: a. Complete a feasibility analysis of extending SEPTA R6 service, in some form, to provide service to Reading and Wyomissing b. Identify the full range of potential funding sources for the project c. Set the foundation for next steps in project development

· The scope of work consists of the following project tasks: a. Meetings with Montgomery County and the STAC to review technical products and to advance the project b. Define and analyze rail alternatives. As a first step, assess the feasibility of receiving federal money through the competitive New Starts process c. Work with NS to develop an action plan to address outstanding issues that would prevent the implementation of rail service along NS-owned tracks d. Develop station plans and access options for the proposed alternative in the corridor with an emphasis on a new Valley Forge station at Port Kennedy e. Prepare funding scenarios that include public and private sources of funding and prepare financial plan for the new service extension f. Solicit public input through a website and public meetings g. Prepare a final report and recommendations for review by Montgomery County and the STAC

· The project is scheduled to be completed by the end of April 2008. A total of four STAC meetings are currently scheduled to coincide with major decision points in the project.

5. LOCAL ISSUES & CONCERNS RELATED TO THE PROJECT

· There is a high level of support for the project by residents, businesses, and state and local officials for the R6 rail extension project. · It is important to distinguish the R6 extension project from the Schuylkill Valley Metro (SVM) project for the public. The SVM project was perceived to be a failure and the most recent efforts to reinstitute rail service are not well known. · The consultant team and MCPC must clearly define the project, proposed service, costs, and the funding plan for the general public. · A challenge will be to obtain commitments from local and state officials to fund the extension project. · It is not known whether or not the public will support the re-institution of rail service for only a portion of the corridor between Norristown and Wyomissing, for example, between Norristown and a station at Port Kennedy.

6. R6 EXTENSION PROJECT

New Starts Process/Federal Funding · The competitive process for receiving federal dollars for capital projects consists of three programs: New Starts, Small Starts and Very Small Starts each of which has requirements and criteria. It is a process that allows for an equitable comparison of transit projects across the United States. · Projects that pursue federal dollars must calculate cost per hour of system user benefit which is the incremental change between the Build alternative and the Baseline alternative. The baseline alternative is a theoretically the best transit service that can be

2 provided with minimum capital investment. A project sponsor must also demonstrate that the Baseline alternative is more cost effective (versus the No Build alternative) than the Build alternative. · The evaluation process to select projects to receive funds consists of a project justification and a financial rating. Projects must be justified under a number of criteria, but cost effectiveness is a primary consideration. Currently, the threshold for cost per hour of system user benefit is $23.99 (as of May 2007). · A region must spend time and money to pursue federal funding for a transit project. · There are sources of federal funding in addition to the New Starts, Small Starts and Very Small Starts programs that can be pursued, including federal dollars for freight improvements.

Project Development · The original scope of work consists of model runs for a Baseline alternative and one Build alternative. The Build alternative would represent the most attractive service in order to determine if this service in the corridor would meet the federal cost per hour of system user benefit criteria. If this most attractive service is not competitive relative to New Starts, then it can be assumed the project will not receive federal funding and alternative funding sources need to be explored. The Build alternative would include minimal service to a minimum number of rail stations listed in the RFP. The revised technical approach is presented under Technical Approach below. · The STAC suggested that certain segments of the corridor from Norristown to Wyomissing may meet the criteria for federal funding such as from Norristown to Valley Forge (Port Kennedy). Service from Norristown to Phoenixville or to Monocacy was also suggested. This segment would serve Route 422, a highly congested corridor. Also, there is public support for service from Phoenixville. At Monocacy there is a large field near the railroad tracks that could be developed into a park-and-ride. · The STAC wishes to determine if New Starts money can be accessed for the portion of the corridor between Norristown and Port Kennedy. Local funding could be sought for the segment between Port Kennedy and a station to the west yet to be identified. Local money from development could also help fund the service especially if property values rise as a result of the initiation of rail service. · Valley Forge Park is an important destination in the region. Shuttle service could be provided between a new Port Kennedy station and the Visitor’s Center in the Park. · Dual mode locomotives were discussed as potential equipment for a new service along the R6 extension line. New dual mode technology is considered to be expensive.

Technical Approach · The STAC members agreed to the following technical approach and order of analysis:

Step 1. Determine the operational feasibility of extending passenger rail service to Port Kennedy. Find out from Norfolk Southern how the presence of commuter rail service affects their overall operations and whether commuter service through Abrams yard is feasible. The consultant team will coordinate with NS to receive feedback on this feasibility.

Step 2. A model run for R6 service to Port Kennedy was run as part of the task force work (Option 7) and did not meet the New Starts cost effectiveness competitiveness criteria. However, part of the capital costs included the cost of rehabbing the Manayunk bridge and the operating costs included service on the Cynwyd branch. In this step, the cost effectiveness factor would be recalculated without the costs of the bridge rehabilitation and Cynwyd service to see if the R6 extension is cost competitive.

3 Step 3. Based on the results of Step 2, determine which alternative would be modeled. If service to Phoenixville is to be modeled, cost estimates of electrifying to Phoenixville will be required.

· If the services modeled under Steps 2 and 3 are not cost-effective according to federal criteria, then federal funding would not be pursued. If it is competitive, then a combination of federal and local funding sources would be pursued.

7. PUBLIC INVOLVEMENT

· A project webpage will be developed at www.r6extension.com. The page will include a project description, the results of technical analyses and announcements of public meetings. It will also include a brief questionnaire to gather public opinion on draft recommendations. · Two sets of public meetings will be held in Berks and Montgomery counties in two locations in each county. There was discussion about adding a third location in Montgomery County and that the cost to hold another meeting would be funded by Greater Valley Forge TMA. · The first set of public meetings will be held in February to introduce the project and preliminary data. The second set will be held later in the spring to present draft recommendations. Meetings would be scheduled for 6 PM – 8 PM in the evening. · Valley Forge TMA will assist the County in promoting public meetings. · A news release will be prepared that announces the project and the website once the website is live on the internet.

8. NEXT MEETING

The next meeting of the STAC for the project will be held on Wednesday, January 23, 2008 at 9:00 AM at the Montgomery County Planning Commission offices.

4 R6 Norristown Line Service Extension Study Study Technical Advisory Committee Meeting #2

Meeting Summary January 23, 2008

Meeting Attendees: Laurie Actman, CEO Council for Growth; Leo Bagley, Section Chief, Montgomery County Planning Commission (MCPC); Chris Bell, DMJM Harris; Christine Bishop- Edkins, DMJM Harris; Patrick Coleman, AECOM Consult; J.T. Cooper; Matt Edmond, MCPC; David Fogel, SEPTA; Natasha Goguts, Chester County Planning Commission; Joseph Hacker, Delaware Valley Regional Planning Commission; Robert Humbert, DMJM Harris; Thomas Hickey; Dennis Louwerse, Berks Area Reading Transportation Authority; Alan Piper, Berks County Planning Commission; Peter Quinn, Greater Valley Forge TMA; Scott Savett, Office of Congressman Jim Gerlach; Randy Waltermyer, Chester County Planning Commission.

The sign in sheet, meeting agenda and presentation are attached.

1. INTRODUCTIONS

· The consulting team consists of DMJM Harris, AECOM Consult and CHPlanning. DMJM Harris is leading the team. AECOM Consult will prepare ridership and cost updates and develop the funding plan and financing scenarios. CHPlanning will prepare station access plans and assist with public outreach activities.

· The project scope includes the following: a. Complete a feasibility analysis of extending SEPTA R6 service, in some form, to provide service to Reading and Wyomissing b. Identify the full range of potential funding sources for the project c. Set the foundation for next steps in project development

· The scope of work consists of the following project tasks: a. Meetings with Montgomery County and the STAC to review technical products and to advance the project b. Define and analyze rail alternatives. As a first step, assess the feasibility of receiving federal money through the competitive New Starts process c. Work with NS to develop an action plan to address outstanding issues that would prevent the implementation of rail service along NS-owned tracks d. Develop station plans and access options for the proposed alternative in the corridor with an emphasis on a new Valley Forge station at Port Kennedy e. Prepare funding scenarios that include public and private sources of funding and prepare financial plan for the new service extension f. Solicit public input through a website and public meetings g. Prepare a final report and recommendations for review by Montgomery County and the STAC

1 2. NS FEASIBILITY UPDATE

· It is critical to the project to determine the feasibility of operating passenger rail service through the NS Abrams Yard. The yard is located in the rail segment between Norristown and Port Kennedy. · DMJM Harris explained NS interests as the following: safety, transparency, ability to grow freight business, liability and entitlement. · DMJM Harris has spoken several times with NS but a meeting has not yet occurred due to a recent changeover in local NS personnel. DMJM Harris is working to arrange a meeting with NS over the next several weeks. DMJM Harris should inform Montgomery County if the meeting does not occur. The CEO Council for Growth/Greater Philadelphia Chamber of Commerce offered to meet with NS to assist DMJM Harris. · Mr. Cooper presented a proposed track layout of a section of the project area passing through Abrams Yard. Mr. Cooper believes that this track layout will accommodate passenger trains through the yard without disrupting yard freight operations. The plans were provided to DMJM Harris.

3. PRELIMINARY ALTERNATIVE UPDATE

· The purpose of the R6 Norristown Line Service Extension Study is to determine the feasibility of operating passenger rail service along SEPTA’s R6 Norristown Line between the Norristown Transportation Center and proposed stations between Norristown and Wyomissing. A final base map will be completed by DMJM Harris and forwarded to STAC members prior to the next meeting. The study will include evaluation of operating segments that are shorter than a line all the way to Wyomissing as well as different operating equipment on different parts of the line (i.e. electric power to Route 422 and Diesel beyond 422). · The project will identify lower cost alternatives than were studied in the past under the Schuylkill Valley Metro concept. Ridership and operating and capital costs will be determined for the various alternatives in order to assess viability of a new service. · As a first step in the analysis, the study will determine early on the likelihood that an extension of rail passenger service would receive federal funding. To this end, AECOM Consult has prepared ridership forecasts and user benefits for the extension of the R6 service from the Norristown Transportation Center to Port Kennedy. AECOM is utilizing the Schuylkill Valley MIS/DEIS model and 2025 population and employment forecasts. · The Baseline Alternative used in developing the Build Alternative user benefits assumes a 30-minute headway peak period and 90-minute headway off peak express bus service from Port Kennedy to Center City Philadelphia with a stop at the Norristown Transportation Center. It was suggested that the base period service in the Baseline be a 60-minute headway instead of 90 minutes to more accurately reflect headways on current service. The Build Alternative assumes the closure of Main and Elm Street stations and a redirection of trains to Port Kennedy. · Initial results of ridership forecasts and user benefits show that the extension of service to Port Kennedy is comparable to Option 7 developed by the Schuylkill Valley Metro Task Force. Option 7 assumed both service from Norristown to Port Kennedy and service on the Cynwyd branch, which would include the rehabilitation of the Manayunk bridge. · The evaluation process to select projects to receive federal funds consists of a project justification and a financial rating. Projects must be justified under a number of criteria, but cost effectiveness is a primary consideration. Cost effectiveness for the R6 extension from Norristown to Port Kennedy will be calculated based on a ratio of the incremental annualized capital costs and the annual O&M costs of the R6 extension (versus the Baseline) over the Build Alternative user benefits. · As noted, the Build Alternative has already been modeled and the user benefits have been calculated. The capital costs have also been preliminarily developed, but we are awaiting a reasonableness check from NS. The capital costs for the modeled Build

2 Alternative will rely on Task Force Option 7 costs already calculated, with subtractions from the total cost to reflect the assumption that there is no additional Cynwyd branch service and that the Manayunk bridge will not be rehabilitated. Capital and operating costs for the extension service are being developed for inputs to this calculation.

4. DEFINE & ANALYZE RAIL ALTERNATIVES

· DMJM Harris will prepare a traditional alternatives analysis for this project. The alternatives have been identified as: 1. Extension of existing electrified SEPTA R6 service to Port Kennedy a. DMJM Harris will evaluate whether the extension to Port Kennedy can be completed without additional train sets, which will affect the Build capital costs. 2. Dual power locomotive service to Wyomissing with no transfer at Norristown a. Dual power service would run as diesel service into Norristown and then would run via overhead catenary east of Norristown. It was generally agreed that the dual power trains would run express east of Norristown except for stops at the Conshohocken and Temple University stations. 3. Diesel service from Wyomissing terminating at Norristown a. DMJM Harris will evaluate whether the cross-platform transfer between Diesel service from Wyomissing to R6 service at Norristown is feasible. 4. Optimize existing R6 service a. This alternative has not been fully defined but may include express or skip stop service on the R6. This may include changes to existing service or additional train sets to provide an express overlay on existing all-stop service. 5. Diesel service from Wyomissing terminating at Conshohocken. a. An evaluation of the feasibility of a cross-platform transfer at Conshohocken, including station changes, would be required.

· DMJM Harris will complete an alternatives evaluation framework shortly that will be used to evaluate and compare alternatives. The framework will evaluate the natural resource, socioeconomic, ridership, and operational feasibility impacts of each alternative. The framework will be delivered to committee members prior to the next STAC meeting for their review. · Existing information from the SVM studies and others will be used as sources for data on natural resources and socioeconomic trends to the greatest degree possible. These reports will be supplemented by a field review. · Alternatives will be analyzed according to the criteria and be reviewed by the MCPC and the STAC. · On the basis of the analysis of alternatives the best overall performing alternative will be identified.

5. FUNDING & FINANCING SCENARIOS

· An important element of the study will be to identify public and private funding sources for the extension of passenger rail service. · The Greater Philadelphia Chamber of Commerce/CEO Council for Growth is taking a new look at the potential for restoring passenger rail service along the R6 line through a project that is being conducted by Mercator Financial Advisors. The project will determine the thresholds that would allow rail service to proceed in the corridor. Examples of the thresholds that are being identified include the financial and institutional arrangements that are necessary to implement the service. · DMJM Harris met with Mercator Advisors and determined that they will jointly prepare a document on financing new rail service.

3 · Adding a toll lane on US 422 is considered a key mechanism for funding the service. County contributions are another important source of funding that is being explored. · MCPC will meet with new elected officials in Berks and Chester County to discuss the R6 study and tolling options.

7. PUBLIC INVOLVEMENT

· A project webpage was drafted for www.r6extension.com and it may be viewed off line at http://029cc26.netsolhost.com. STAC members will provide comments on the site to DMJM Harris. The site will include project information, public meeting announcements, brief surveys, and a mailing list feature. A news release announcing the website will be developed when the site is complete. · At the last STAC meeting it was decided that two sets of public meetings would be held in Berks and Montgomery counties in two locations in each county. There was discussion about adding a third location in Montgomery County at the previous meeting. The first set of meetings would discuss alternatives and the second set would present recommendations and be held early and late spring, respectively. · Some STAC members cautioned about holding public meetings too early in the project. There is a significant amount of technical work to accomplish and more time is needed to fully define and explore various funding options, particularly tolling on US 422.

8. NEXT MEETING

The next meeting of the STAC for the project will be held on Friday, March 7, 2008 at 9:00 AM at the Montgomery County Planning Commission offices.

4 R6 Norristown Line Service Extension Study Study Technical Advisory Committee Meeting #3

Meeting Summary March 7, 2008

Meeting Attendees: Laurie Actman, CEO Council for Growth; Leo Bagley, Section Chief, Montgomery County Planning Commission (MCPC); Chris Bell, DMJM Harris; Christine Bishop- Edkins, DMJM Harris; Tom Caramanico, CEO Growth Council; Patrick Coleman, AECOM Consult; J.T. Cooper; Matt Edmond, MCPC; David Fogel, SEPTA; Natasha Goguts, Chester County Planning Commission; Joseph Hacker, Delaware Valley Regional Planning Commission; Roger Heebner, DMJM Harris; Jim Klaiber, Norfolk Southern; Dennis Louwerse, Berks Area Reading Transportation Authority; Alan Piper, Berks County Planning Commission; Peter Quinn, Greater Valley Forge TMA; Scott Savett, Office of Congressman Jim Gerlach; David Seltzer, Mercator Advisors; Tracy Tackett, CHPlanning; Randy Waltermyer, Chester County Planning Commission.

The sign in sheet, meeting agenda and presentation are attached.

1. INTRODUCTIONS

· The consulting team consists of DMJM Harris, AECOM Consult and CHPlanning. DMJM Harris is leading the team. AECOM Consult is preparing ridership and cost updates and developing the funding plan and financing scenarios with the participation of Mercator Advisors. CHPlanning is preparing station access plans and assist with public outreach activities.

· The project scope includes the following: a. Complete a feasibility analysis of extending SEPTA R6 service, in some form, to provide service to Reading and Wyomissing b. Identify the full range of potential funding sources for the project c. Set the foundation for next steps in project development

· The scope of work consists of the following project tasks: a. Meetings with Montgomery County and the STAC to review technical products and to advance the project b. Define and analyze rail alternatives. As a first step, assess the feasibility of receiving federal money through the competitive New Starts process c. Work with NS to develop an action plan to address outstanding issues that would prevent the implementation of rail service along NS-owned tracks d. Develop station plans and access options for the proposed alternative in the corridor with an emphasis on a new Valley Forge station at Port Kennedy e. Prepare funding scenarios that include public and private sources of funding and prepare financial plan for the new service extension f. Solicit public input through a website and public meetings g. Prepare a final report and recommendations for review by Montgomery County and the STAC

1 2. PROPOSED STATIONS & ACCESS

· A study area base map was developed for the project with proposed stations and conceptual station locations. Proposed stations include: Norristown, Valley Forge (adjacent to US 422), Phoenixville, Royersford, Pottstown, Monocacy, Reading and Wyomissing. · DMJM Harris and CHPlanning met with Boles, Smyth Associates on February 20, 2008 to discuss highway improvements in the area including the relocation of PA 23 through Upper Merion Township, the upgrade of the PA 23 Bridge over Trout Creek, realignment of PA 23 in the vicinity of Mancill Mill Road and transportation enhancements in the area of PA 23 and US 422. · Discussions with Boles, Smyth led to the conclusion that a proposed station, to be named Valley Forge, should be located east of US 422 adjacent to Valley Forge Towers. The location has several advantages including proximity to potential ridership generated by the Towers and future residential and commercial development. Locating a station west of US 422 in the national park would result in the need for 4(f) application and a reconfiguration of previously proposed access plans. The Park Commission has indicated that it could shuttle people from the train station to the park via the Betzwood bridge underpass that is being improved. · DMJM Harris will meet with Upper Merion Township and the Park Commission to discuss station location. · Advanced property acquisition for a new rail station was proposed. · David Fogel from SEPTA will provide DMJM Harris with a recent detailed TOD study conducted by a consultant that evaluated five different sites for a rail station in this area. · CHPlanning will begin station planning and access option analysis using information from the March 2005 report, Schuylkill Valley Rail Assessment, produced by Parsons Brinkerhoff for Norfolk Southern and field visits. DMJM Harris will request files of the original report and station area aerials from Tom Hickey.

3. NS OPERATIONAL FEASIBILITY

· It is critical to the project to determine the feasibility of operating passenger rail service through the NS Abrams Yard. The yard is located in the rail segment between Norristown and Port Kennedy. · DMJM Harris met with NS at Abrams yard to discuss issues, operations and potential solutions related to the R6 extension project. Preliminarily, it appears that passenger service through Abrams Yard is feasible but additional discussions with NS and more detailed design will be required. · Three potential solutions that would enable freight and passenger operations include: a new bridge at Bridgeport over the Schuylkill River that would act as a bypass of the Norristown Transportation Center; a passing siding on the Morrisville line and a passing siding at Falls on the Main line. The bypass could also be considered a safety project as it would move freight trains away from the passenger station at Norristown. · DMJM Harris will continue discussions with NS. NS wishes to see the details of proposals to see how they would affect freight operations. · Heavy rail FRA-compliant vehicles would be used for the new commuter service. Thus, the amount of separation needed between freight and passenger equipment is less than was needed for the proposed light rail service under Schuylkill Valley Metro (SVM) project. Twenty-five (25’) feet of separation was required between freight and light rail equipment under SVM. · NS requires free movement at Abrams Yard, preservation of capacity for the future, and transparent operations. · Abrams is now at capacity and NS needs to move freight elsewhere. NS forecasts show that all main lines will need additional capacity because of the increase in demand for

2 moving goods by rail. NS has a massive growth plan that calls for spending $1 billion annually for maintenance and growth projects. · NS supports introducing passenger rail service on the corridor and believes that there is a way to commingle operations. NS wants to determine how to simultaneously accommodate passenger service and the growth in freight service. · Montgomery County’s goal is to grow both passenger and freight service. · NS suggested that Mr. Cooper’s proposed track layout that was presented at the last STAC meeting on January 23, 2008 is probably not adequate to accommodate future passenger and freight traffic. A larger project is needed. · Mr. Cooper conducted additional field work at Abrams Yard. He concluded that there are 18 freight trains per day, 9 in each direction, that pass through Abrams Yard and they include intermodal, commodity and merchandise trains. · Given this level of activity and speeds at which the trains operate, Mr. Cooper concluded that transparency can be achieved. Further, he stated that the 70 cars per day that are switched at Abrams could be handled at Allentown. Additional signal improvements are needed. · Mr. Cooper said that his proposal negates the need for a bypass of the Norristown Transportation Center, new sidings or other improvements. · A detailed technical analysis of NS operations vis-à-vis passenger operations would be conducted a part of follow up studies.

4. ALTERNATIVES ANALYSIS RESULTS

· Final study alternatives were presented as:

1. Extension of R6 service to Valley Forge (New Starts) 2. Diesel service from Wyomissing to Norristown – no R6 extension to Valley Forge, and transfer at Norristown 3. Diesel service to Wyomissing – with R6 extension to Valley Forge, and transfer at Norristown, (overlap of diesel and electric service) 4. Diesel service from Wyomissing to Conshohocken – with transfer at Conshohocken 5. Dual mode locomotive service – Wyomissing to 30th Street via R6 – with stops at Conshohocken and Temple 6. Optimize R6 service – add 2 express trips in each peak period

· Alternatives 1, 2 and 3 will be advanced for further analysis. Alternatives with transfers at Norristown are preferable to transfers at other locations because there is a network of transit options at Norristown including the Route 100 and bus service. Dual mode locomotives are not seen as viable in this corridor because they are an unproven technology and diesel locomotives are not allowed in the suburban tunnel connecting the Reading Line to 30th Street Station because of safety concerns. Optimizing R6 service would not serve the markets along the US 422 corridor. · An alternatives analysis evaluation framework was developed and the six alternatives were analyzed according to the framework criteria. Information to conduct the analysis was taken from the SVM environmental documentation. · DVRPC remarked that air quality probably would not be improved by any of the rail alternatives. The removal of approximately 1000 cars due to commuters switching to rail would probably attract 1000 additional cars on US 422 as capacity is freed up. · A detailed technical analysis of the impacts on air quality would be conducted as part of follow up studies. · SEPTA mentioned that there has been unprecedented ridership growth on the R6 over the past several years. · A detailed technical analysis of projected ridership and revenue would be conducted as part of follow up studies.

3 · The DMJM Harris capital costs assume that a third track would be built from Norristown to Wyomissing that would be used to run the new passenger service. The 2005 Parsons report for NS assumes that passenger rail service would run on existing NS tracks. R6 extension service was not considered in the PB report as an alternative. · An NS access fee and property costs should be incorporated into the DMJM Harris cost figures. The PB NS report contains this information and should be used as the source of information for these costs, though the access costs included in the PB report were a very rough estimate. · Stations and station costs were discussed. High-level platforms are built in order to meet ADA requirements, but they are not allowed along a freight line. Accessibility for persons with disabilities could be achieved through the rail car design itself. SEPTA will provide DMJM Harris with the cost of a typical modest station. · DMJM Harris capital costs may be revised to reflect use of the existing NS tracks rather than the construction of a third track. Property costs, access fees, and rail station costs will be incorporated into the costs presented at the meeting. · Operations and maintenance (O&M) costs were prepared and presented by DMJM Harris. Assumptions about revenue vehicle hours were based on the service schedule developed in the Task Force report. It was noted that DMJM Harris assumed that there were three train sets in service and the Parsons report assumed five train sets.

5. COST EFFECTIVENESS OF NEW STARTS ALTERNATIVE

· The purpose of the R6 Norristown Line Service Extension Study is to determine the feasibility of operating passenger rail service along SEPTA’s R6 Norristown Line between the Norristown Transportation Center and proposed stations between Norristown and Wyomissing. The study will determine the likelihood that an extension of rail passenger service would receive federal funding. · AECOM Consult prepared ridership forecasts and user benefits for the extension of the R6 service from the Norristown Transportation Center to Port Kennedy which has been defined as the Build Alternative for New Starts feasibility evaluation purposes. This alternative also assumes the closure of Main and Elm Street stations and a redirection of trains to Port Kennedy. · The Baseline Alternative assumes a 30-minute headway peak period and 60-minute headway off peak express bus service from Port Kennedy to Center City Philadelphia with a stop at the Norristown Transportation Center. · AECOM utilized the SVM MIS/DEIS model and 2025 population and employment forecasts and developed 2025 average weekday ridership (boardings) and transportation user benefits for R6 extension service and the bus alternative. · “High” and ‘low” end capital cost estimates were prepared for the R6 extension. The “high” end estimate assumes that the Norristown bypass and other NS structural alterations would be built. The low end includes only improvements at Abrams Yard. · The evaluation process to select projects to receive federal funds consists of a project justification and a financial rating. Projects must be justified under a number of criteria, but cost effectiveness is a primary consideration. Cost effectiveness for the R6 extension from Norristown to Port Kennedy was calculated based on a ratio of the incremental annualized capital costs and the annual O&M costs of the R6 extension (versus the Baseline) over the Build Alternative user benefits. · The R6 extension to Port Kennedy with the low end capital costs fell into the ‘medium’ range for cost-effectiveness indicating that the project could compete reasonably well for New Starts federal funding. The R6 extension to Port Kennedy with the high end capital costs fell into the ‘low’ range for cost effectiveness indicating that the project would be unlikely to compete favorably for New Starts funding. · New low end capital costs will be developed that reflect use of the NS tracks rather than a and third track, and include the addition of property costs, access fees, and rail station costs.

4 · Additional discussions with NS are needed to determine the extent of capital improvements that are needed and desired. Capital cost estimates must be refined. If there is a decision to keep pursuing federal New Starts money then the County should begin meeting with regional Federal Transit Administration (FTA) representatives to discuss the project.

6. FUNDING & FINANCING SCENARIOS

· AECOM Consult identified potential sources of capital and operating funds from federal, state, regional and local levels for the new passenger rail service. AECOM also identified funding that could be generated from the R6 project itself. · Capital sources include: (federal) FTA Section 5309 Small Starts and Section 5307 Urbanized Area Formula Grants, (state) Act 44 of 2007, (regional) excess toll revenues from US 422 HOT lanes, (local) Berks, Chester and Montgomery counties. · Operating sources include: (federal) FTA Section 5307 Urbanized Area Formula and Section 5309 Fixed Guideway Modernization Grants, (state) Act 44. · Project generated operating sources include fares and advertising revenue. · AECOM Consult will determine the likelihood of using the federal 5307 grants and Act 44 money for the project.

7. MERCATOR ADVISORS UPDATE

· The Greater Philadelphia Chamber of Commerce/CEO Council for Growth is taking a new look at the potential for restoring passenger rail service along the R6 line through a project that is being conducted by Mercator Financial Advisors. The project will determine the thresholds that would allow rail service to proceed in the corridor. · DMJM Harris and Mercator Advisors will prepare a document jointly on financing the new rail service. · Adding a toll lane on US 422 is considered a key mechanism for funding the service. County contributions are another important source of funding that is being explored. Over the next month Mercator Advisors will develop the revenue stream that can be anticipated from tolling of US 422 and present it at the next STAC meeting. · DMJM Harris will meet with Urban Engineers to determine the physical issues and constraints to building a toll lane along US 422.

8. PUBLIC INVOLVEMENT

· The project webpage at www.r6extension.com is now on line and is collecting names, email addresses and comments from the public. A news release announcing the website was developed and distributed to newspapers in the region on March 3, 2008. (In the first week of being on line, the website attracted 210 unique visitors and collected 60 emails from interested persons.) · A meeting of officials is tentatively scheduled for Friday, May 30, 2008 at 9:00 AM at Pottstown Community College. · An open house in Reading and Phoenixville will be scheduled for June.

8. NEXT MEETING

The next meeting of the STAC for the project will be held in May at a date to be determined.

5 R6 Norristown Line Service Extension Study Final Report

Appendix B: Natural and Built Environment Matrix

July 2008 Appendix B Natural and Built Environment Matrix

Alternative 1 Alternative 2 Alternative 3 Alternative 5 Alternative 6 Alternative 4 Norristown to Pt. Norristown to Norristown to Center City to Center City to Alternative 7 Conshohocken to Kennedy Wyomissing w/ R6 Wyomissing wo/ R6 Wyomissing Wyomissing R6 optimized Wyomissing (Diesel) Issue (R6 electric) (Diesel) (Diesel) (Dual Power) (Electric) Built Environment Land use and Generally Generally consistent Generally consistent Generally consistent Generally Generally Generally zoning consistent consistent consistent consistent Community effects None None None None None None None (disruption, access, mobility) New ROW Less than 569 impacted 569 impacted 569 impacted 569 impacted 569 impacted None acquisition Alternatives 1, 2, 3, parcels parcels parcels parcels parcels 4, 5, 6 Displacements 0 41 41 41 41 41 0 Environmental None None None None None None None Justice community disproportionate disproportionate disproportionate disproportionate disproportionate disproportionate effects Visual Generally minimal Generally minimal Generally minimal Generally minimal Generally minimal Generally minimal None and positive and positive; 2 and positive; 2 and positive; 2 and positive; 2 and positive; 2 negative impact negative impact negative impact negative impact negative impact areas (a) areas (a) areas (a) areas (a) areas (a) Air quality Reduced CO, Reduced CO; Reduced CO; Reduced CO; most Reduced CO; Reduced CO, Reduced CO NOx, VOC, PM10 increase in NOx, increase in NOx, increase in NOx, increase in NOx, NOx, VOC, PM10 emissions emissions VOC, PM10 VOC, PM10 VOC, PM10 VOC, PM10 emissions; most emissions; less than emissions; greater emissions emissions; same emissions benefit Alternatives 3, 4, 5 than Alternative 2, as Alternative 3 less than Alternative 3 Noise Least noise Noise impacts; Noise impacts; more Most noise impacts Noise impacts; Noise impacts; No impacts impacts same as Alternative than Alternatives 2, same as less than 5 5 Alternative 2 Alternatives 2, 3, 4, 5 Vibration No impacts No impacts No impacts No impacts No impacts No impacts No impacts Contaminated Moderate to high Moderate to high Moderate to high Moderate to high Moderate to high Moderate to high No impacts materials probability; least probability; same as probability; same as probability; most probability; same probability; same (probability for number of Alternatives 3, 5, 6 Alternatives 2, 5, 6 concerns as Alternative 2, 3, as Alternative 2, 3, encountering) concerns 6 5 Alternative 1 Alternative 2 Alternative 3 Alternative 5 Alternative 6 Alternative 4 Norristown to Pt. Norristown to Norristown to Center City to Center City to Alternative 7 Conshohocken to Kennedy Wyomissing w/ R6 Wyomissing wo/ R6 Wyomissing Wyomissing R6 optimized Wyomissing (Diesel) Issue (R6 electric) (Diesel) (Diesel) (Dual Power) (Electric) Known historic and Impacts: corridor is Impacts: corridor is Impacts: corridor is Impacts: corridor is Impacts: corridor is Impacts: corridor is No impacts archaeological National Register National Register National Register National Register National Register National Register resources eligible; most eligible; most eligible; most eligible; most eligible; most eligible; most stations in/near stations in/near stations in/near stations in/near stations in/near stations in/near historic historic historic historic historic historic sites/districts; sites/districts; sites/districts; sites/districts; sites/districts; sites/districts; archaeological archaeological archaeological archaeological archaeological archaeological potential; least potential; same as potential: same as potential; most potential; same as potential; same as impacts 3, 5, 6 2, 5, 6 concerns Alternative 2, 3, 6 Alternative 2, 3, 5 Parks Potential direct Potential direct Potential direct Potential direct Potential direct Potential direct No impacts impacts on 1 park impacts on 7 parks impacts on 7 parks impacts on 7 parks impacts on 7 parks impacts on 7 parks (d) (b); potential 4(f) (b); potential 4(f) (b); potential 4(f) (b); potential 4(f) (b); potential 4(f) use of 1 park if use of 1 park if use of 1 park if use of 1 park if use of 1 park if federally funded (c); federally funded (c); federally funded (c); federally funded federally funded same as same as same as (c); same as (c); same as Alternatives 3, 4, 5, Alternatives 2, 4, 5, Alternatives 2, 3, 5, Alternatives 2, 3, 4, Alternatives 2, 3, 4, 6 6 6 6 5 Farmland No impacts 21 Impacts, 21 Impacts, 21 Impacts, 21 Impacts, 21 Impacts, No impacts including 1 station including 1 station including 1 station including 1 station including 1 station (g); same as (g); same as (g); same as (g); same as (g); same as Alternatives 3, 4, 5, Alternatives 2, 4, 5, Alternatives 2, 3, 5, Alternatives 2, 3, 4, Alternatives 2, 3, 4, 6 6 6 6 5 Energy usage Reduced Reduced commuter Reduced commuter Reduced commuter Reduced Reduced Reduced commuter energy energy usage; same energy usage; less energy usage; less commuter energy commuter energy commuter usage; more benefit as benefit than benefit than usage; same usage; most energy usage; benefit than Alternative 5; more Alternatives 2, 5 Alternatives 2, 5 benefit as benefit least benefit Alternative 7 benefit than Alternative 2; more Alternative 3 benefit than Alternative 3 Natural Environment Topography, soils, Corridor widening Corridor widening Corridor widening Corridor widening Corridor widening Corridor widening No impacts geology impacts; minimal impacts; minimal impacts; minimal impacts; minimal impacts; minimal impacts; minimal impacts at 1 impacts at 6 impacts at 6 impacts at 6 impacts at 6 impacts at 6 station; least stations; same as stations; same as stations; same as stations; same as stations; same as impacts Alternatives 3, 4, 5, Alternatives 2, 4, 5, Alternatives 2, 3, 5, Alternatives 2, 3, 4, Alternatives 2, 3, 4, 6 6 6 6 5 Alternative 1 Alternative 2 Alternative 3 Alternative 5 Alternative 6 Alternative 4 Norristown to Pt. Norristown to Norristown to Center City to Center City to Alternative 7 Conshohocken to Kennedy Wyomissing w/ R6 Wyomissing wo/ R6 Wyomissing Wyomissing R6 optimized Wyomissing (Diesel) Issue (R6 electric) (Diesel) (Diesel) (Dual Power) (Electric) Vegetation Corridor widening Corridor widening Corridor widening Corridor widening Corridor widening Corridor widening No impacts impacts; forest impacts; forest impacts; forest impacts; forest impacts; forest impacts; forest impact at Pt. impact at Pt. impact at Pt. impact at Pt. impact at Pt. impact at Pt. Kennedy site; least Kennedy site; same Kennedy site; same Kennedy site; same Kennedy site; Kennedy site; impacts as Alternatives 3, 4, as Alternatives 2, 4, as Alternatives 2, 3, same as same as 5, 6 5, 6 5, 6 Alternatives 2, 3, 4, Alternatives 2, 3, 4, 6 5 Wildlife Minimal impacts Minimal impacts Minimal impacts Minimal impacts Minimal impacts Minimal impacts No impacts Waterbodies 5 waterway 47 waterway 47 waterway 47 waterway 47 waterway 47 waterway No impacts crossings; potential crossings; potential crossings; potential crossings; potential crossings; potential crossings; potential for impacts to for impacts to for impacts to for impacts to for impacts to for impacts to lengthen culverts lengthen culverts or lengthen culverts or lengthen culverts or lengthen culverts lengthen culverts or widen bridges widen bridges widen bridges widen bridges or widen bridges or widen bridges Wetlands Impacts less than 5.5 acres 5.5 acres 5.5 acres 5.5 acres 5.5 acres No impacts Alternatives 2, 3, 4, 5, 6 Floodplains Corridor widening Corridor widening Corridor widening Corridor widening Corridor widening Corridor widening No impacts impacts, least impacts; impacts at impacts; impacts at impacts; impacts at impacts; impacts at impacts; impacts at impacts 3 stations (f); same 3 stations (f); same 3 stations (f); same 3 stations (f); same 3 stations (f); same as Alternatives 3, 4, as Alternatives 2, 4, as Alternatives 2, 3, as Alternatives 2, as Alternatives 2, 5, 6 5, 6 5, 6 3, 4, 6 3, 4, 5 Water quality No direct impacts No direct impacts No direct impacts No direct impacts No direct impacts No direct impacts No direct impacts

Notes: (a) Riverside gorge east of Reading; Valley Forge Park west of Port Kennedy. (b) Seven parks: Berks County Conservation Land in Exeter, Riverfront Park in Lower Pottsgrove, Richards Lane in Phoenixville, Freedom Foundation in Schuylkill, Heuser Park in Upper Merion, Schuylkill River Trail and Thun Trail. (c) One park: Stonecliffe Recreation Area in Reading. (d) One park: Schuylkill River Trail. (e) One park: Valley Forge National Historical Park in Montgomery County. (f) Three stations: Pottstown, Royersford, and Phoenixville. (g) One station: Monocacy.

Source: Southeastern Pennsylvania Transportation Authority and Berks Area Reading Transportation Authority, Schuylkill Valley Metro Major Investment Study/Environmental Impact Statement (MIS/DEIS), Urban Engineers, September 2001. R6 Norristown Line Service Extension Study Final Report

Appendix C: Option 2: Route 422 Schuylkill River Bridge Toll, 2% Annual Traffic Growth

July 2008 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 2: Route 422 Schuylkill River Bridge Toll Conceptual Financial Capacity Analysis Estimated Gross Revenue General Purpose Lanes Schuylkill Bridge Toll Avg. Daily Traffic annual % of Total Avg. Daily Avg. Daily ANNUAL GROSS Year w/o tolls (Westbound) % growth Toll increase AADT Traffic Revenue TOLL REVENUE % growth

1 35,000 $2.000 95% 33,250 [construction] 2 35,700 2.0% 95% 33,915 [construction] 3 36,414 2.0% 95% 34,593 [construction] 4 37,142 2.0% $2.000 2.0% 95% 35,285 $70,570 $ 12,879,086 * 5 37,885 2.0% $2.040 2.0% 95% 35,991 $73,421 26,798,801 6 38,643 2.0% $2.081 2.0% 95% 36,711 $76,388 27,881,473 4.0% 7 39,416 2.0% $2.122 2.0% 95% 37,445 $79,474 29,007,884 4.0% 8 40,204 2.0% $2.165 2.0% 95% 38,194 $82,684 30,179,803 4.0% 9 41,008 2.0% $2.208 2.0% 95% 38,958 $86,025 31,399,067 4.0% 10 41,828 2.0% $2.252 2.0% 95% 39,737 $89,500 32,667,589 4.0% 11 42,665 2.0% $2.297 2.0% 95% 40,532 $93,116 33,987,360 4.0% 12 43,518 2.0% $2.343 2.0% 95% 41,342 $96,878 35,360,449 4.0% 13 44,388 2.0% $2.390 2.0% 95% 42,169 $100,792 36,789,011 4.0% 14 45,276 2.0% $2.438 2.0% 95% 43,012 $104,864 38,275,287 4.0% 15 46,182 2.0% $2.487 2.0% 95% 43,873 $109,100 39,821,609 4.0% 16 47,105 2.0% $2.536 2.0% 95% 44,750 $113,508 41,430,402 4.0% 17 48,047 2.0% $2.587 2.0% 95% 45,645 $118,094 43,104,190 4.0% 18 49,008 2.0% $2.639 2.0% 95% 46,558 $122,865 44,845,600 4.0% 19 49,989 2.0% $2.692 2.0% 95% 47,489 $127,828 46,657,362 4.0% 20 50,988 2.0% $2.746 2.0% 95% 48,439 $132,993 48,542,319 4.0% 21 52,008 2.0% $2.800 2.0% 95% 49,408 $138,366 50,503,429 4.0% 22 52,008 0.0% $2.856 2.0% 95% 49,408 $141,133 51,513,497 2.0% 23 52,008 0.0% $2.914 2.0% 95% 49,408 $143,956 52,543,767 2.0% 24 52,008 0.0% $2.972 2.0% 95% 49,408 $146,835 53,594,643 2.0% 25 52,008 0.0% $3.031 2.0% 95% 49,408 $149,771 54,666,536 2.0% 26 52,008 0.0% $3.092 2.0% 95% 49,408 $152,767 55,759,866 2.0% 27 52,008 0.0% $3.154 2.0% 95% 49,408 $155,822 56,875,064 2.0% 28 52,008 0.0% $3.217 2.0% 95% 49,408 $158,939 58,012,565 2.0% 29 52,008 0.0% $3.281 2.0% 95% 49,408 $162,117 59,172,816 2.0% 30 52,008 0.0% $3.347 2.0% 95% 49,408 $165,360 60,356,273 2.0% 31 52,008 0.0% $3.414 2.0% 95% 49,408 $168,667 61,563,398 2.0% 32 52,008 0.0% $3.482 2.0% 95% 49,408 $172,040 62,794,666 2.0% 33 52,008 0.0% $3.552 2.0% 95% 49,408 $175,481 64,050,559 2.0% 34 52,008 0.0% $3.623 2.0% 95% 49,408 $178,991 65,331,570 2.0% 35 52,008 0.0% $3.695 2.0% 95% 49,408 $182,570 66,638,202 2.0% 36 52,008 0.0% $3.769 2.0% 95% 49,408 $186,222 67,970,966 2.0% 37 52,008 0.0% $3.844 2.0% 95% 49,408 $189,946 69,330,385 2.0% 38 52,008 0.0% $3.921 2.0% 95% 49,408 $193,745 70,716,993 2.0% 39 52,008 0.0% $4.000 2.0% 95% 49,408 $197,620 72,131,333 2.0% 40 52,008 0.0% $4.080 2.0% 95% 49,408 $201,572 73,573,959 2.0%

$1,826,727,780

* Revenues in first year of operation are discounted by 50% to account for contingencies and ramp-up.

7/18/2008 page 1 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 2: Route 422 Schuylkill River Bridge Toll Conceptual Financial Capacity Analysis Projected Net Revenue Toll Operations TOTAL DSRF Investment ANNUAL GROSS Cost/ transaction Annual ANNUAL Earnings PROJECTED Year TOLL REVENUE 2.00% Expense EXPENSES 3.50% NET REVENUE

1 $ - 2 - 3 - - - 4 12,879,086 $0.250 (3,219,771) (3,219,771) - 9,659,314 5 26,798,801 $0.255 (3,349,850) (3,349,850) 878,399 24,327,350 6 27,881,473 $0.260 (3,485,184) (3,485,184) 878,399 25,274,688 7 29,007,884 $0.265 (3,625,986) (3,625,986) 878,399 26,260,298 8 30,179,803 $0.271 (3,772,475) (3,772,475) 878,399 27,285,727 9 31,399,067 $0.276 (3,924,883) (3,924,883) 878,399 28,352,583 10 32,667,589 $0.282 (4,083,449) (4,083,449) 878,399 29,462,540 11 33,987,360 $0.287 (4,248,420) (4,248,420) 878,399 30,617,339 12 35,360,449 $0.293 (4,420,056) (4,420,056) 878,399 31,818,792 13 36,789,011 $0.299 (4,598,626) (4,598,626) 878,399 33,068,784 14 38,275,287 $0.305 (4,784,411) (4,784,411) 878,399 34,369,276 15 39,821,609 $0.311 (4,977,701) (4,977,701) 878,399 35,722,307 16 41,430,402 $0.317 (5,178,800) (5,178,800) 878,399 37,130,001 17 43,104,190 $0.323 (5,388,024) (5,388,024) 878,399 38,594,566 18 44,845,600 $0.330 (5,605,700) (5,605,700) 878,399 40,118,299 19 46,657,362 $0.336 (5,832,170) (5,832,170) 878,399 41,703,591 20 48,542,319 $0.343 (6,067,790) (6,067,790) 878,399 43,352,928 21 50,503,429 $0.350 (6,312,929) (6,312,929) 878,399 45,068,899 22 51,513,497 $0.357 (6,439,187) (6,439,187) 878,399 45,952,709 23 52,543,767 $0.364 (6,567,971) (6,567,971) 878,399 46,854,196 24 53,594,643 $0.371 (6,699,330) (6,699,330) 878,399 47,773,712 25 54,666,536 $0.379 (6,833,317) (6,833,317) 878,399 48,711,618 26 55,759,866 $0.386 (6,969,983) (6,969,983) 878,399 49,668,282 27 56,875,064 $0.394 (7,109,383) (7,109,383) 878,399 50,644,080 28 58,012,565 $0.402 (7,251,571) (7,251,571) 878,399 51,639,393 29 59,172,816 $0.410 (7,396,602) (7,396,602) 878,399 52,654,613 30 60,356,273 $0.418 (7,544,534) (7,544,534) 878,399 53,690,138 31 61,563,398 $0.427 (7,695,425) (7,695,425) 878,399 54,746,372 32 62,794,666 $0.435 (7,849,333) (7,849,333) 878,399 55,823,732 33 64,050,559 $0.444 (8,006,320) (8,006,320) 878,399 56,922,639 34 65,331,570 $0.453 (8,166,446) (8,166,446) 878,399 58,043,523 35 66,638,202 $0.462 (8,329,775) (8,329,775) 878,399 59,186,826 36 67,970,966 $0.471 (8,496,371) (8,496,371) 878,399 60,352,994 37 69,330,385 $0.481 (8,666,298) (8,666,298) 878,399 61,542,486 38 70,716,993 $0.490 (8,839,624) (8,839,624) 878,399 62,755,768 39 72,131,333 $0.500 (9,016,417) (9,016,417) 878,399 63,993,315 40 73,573,959 $0.510 (9,196,745) (9,196,745) 878,399 65,255,614

$1,826,727,780 ($229,950,858) ($229,950,858) $31,622,370 $1,628,399,291

7/18/2008 page 2 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 2: Route 422 Schuylkill River Bridge Toll Conceptual Financial Capacity Analysis Senior Debt Service

Senior Current Interest Bonds Senior Capital Appreciation Bonds Total Senior Net Available Principal Coupon Interest CIA Principal Coupon Interest Net D/S Debt Service Coverage Revenue

1 18,246,763 18,246,763 - - 2 18,246,763 18,246,763 - - 3 18,246,763 18,246,763 - - 4 18,246,763 18,246,763 - 9,659,314 5 5.75% 18,246,763 341,832 6.25% 123,168 465,000 18,711,763 1.30 x 5,615,588 6 5.75% 18,246,763 826,039 6.25% 368,961 1,195,000 19,441,763 1.30 x 5,832,925 7 5.75% 18,246,763 1,270,724 6.25% 684,276 1,955,000 20,201,763 1.30 x 6,058,535 8 5.75% 18,246,763 1,674,662 6.25% 1,065,338 2,740,000 20,986,763 1.30 x 6,298,964 9 5.75% 18,246,763 2,048,841 6.25% 1,516,159 3,565,000 21,811,763 1.30 x 6,540,820 10 5.75% 18,246,763 2,385,896 6.25% 2,029,104 4,415,000 22,661,763 1.30 x 6,800,777 11 5.75% 18,246,763 2,695,741 6.25% 2,609,259 5,305,000 23,551,763 1.30 x 7,065,577 12 5.75% 18,246,763 2,976,823 6.25% 3,253,177 6,230,000 24,476,763 1.30 x 7,342,030 13 5.75% 18,246,763 3,230,471 6.25% 3,959,529 7,190,000 25,436,763 1.30 x 7,632,022 14 5.75% 18,246,763 3,460,134 6.25% 4,729,866 8,190,000 26,436,763 1.30 x 7,932,513 15 5.75% 18,246,763 3,666,763 6.25% 5,563,237 9,230,000 27,476,763 1.30 x 8,245,545 16 5.75% 18,246,763 3,853,208 6.25% 6,461,792 10,315,000 28,561,763 1.30 x 8,568,238 17 5.75% 18,246,763 4,018,383 6.25% 7,421,617 11,440,000 29,686,763 1.30 x 8,907,803 18 5.75% 18,246,763 4,166,627 6.25% 8,448,373 12,615,000 30,861,763 1.30 x 9,256,536 19 5.75% 18,246,763 4,296,834 6.25% 9,538,166 13,835,000 32,081,763 1.30 x 9,621,828 20 5.75% 18,246,763 4,409,796 6.25% 10,690,204 15,100,000 33,346,763 1.30 x 10,006,166 21 5.75% 18,246,763 4,509,068 6.25% 11,910,932 16,420,000 34,666,763 1.30 x 10,402,137 22 5.75% 18,246,763 4,415,519 6.25% 12,684,481 17,100,000 35,346,763 1.30 x 10,605,947 23 5.75% 18,246,763 4,320,716 6.25% 13,474,284 17,795,000 36,041,763 1.30 x 10,812,433 24 5.75% 18,246,763 4,223,783 6.25% 14,276,217 18,500,000 36,746,763 1.30 x 11,026,949 25 5.75% 18,246,763 4,127,321 6.25% 15,097,679 19,225,000 37,471,763 1.30 x 11,239,855 26 5.75% 18,246,763 4,029,346 6.25% 15,930,654 19,960,000 38,206,763 1.30 x 11,461,520 27 5.75% 18,246,763 3,931,209 6.25% 16,778,791 20,710,000 38,956,763 1.30 x 11,687,317 28 5.75% 18,246,763 3,833,110 6.25% 17,641,890 21,475,000 39,721,763 1.30 x 11,917,631 29 5.75% 18,246,763 3,735,234 6.25% 18,519,766 22,255,000 40,501,763 1.30 x 12,152,851 30 5.75% 18,246,763 3,638,542 6.25% 19,416,458 23,055,000 41,301,763 1.30 x 12,388,375 31 5.75% 18,246,763 3,541,570 6.25% 20,323,430 23,865,000 42,111,763 1.30 x 12,634,610 32 24,695,000 5.75% 18,246,763 - 6.25% - - 42,941,763 1.30 x 12,881,969 33 26,960,000 5.75% 16,826,800 - 6.25% - - 43,786,800 1.30 x 13,135,839 34 29,370,000 5.75% 15,276,600 - 6.25% - - 44,646,600 1.30 x 13,396,923 35 31,940,000 5.75% 13,587,825 - 6.25% - - 45,527,825 1.30 x 13,659,001 36 34,675,000 5.75% 11,751,275 - 6.25% - - 46,426,275 1.30 x 13,926,719 *PV Residual 37 37,585,000 5.75% 9,757,463 - 6.25% - - 47,342,463 1.30 x 14,200,024 Revenues @ 38 40,675,000 5.75% 7,596,325 - 6.25% - - 48,271,325 1.30 x 14,484,443 5.75% 39 43,970,000 5.75% 5,257,513 - 6.25% - - 49,227,513 1.30 x 14,765,803 40 47,465,000 5.75% 2,729,238 - 6.25% - - 50,194,238 1.30 x 15,061,376 $113,981,030

$317,335,000 $666,679,438 $72,987,050 $89,628,195 $244,516,805 $334,145,000 $1,245,172,388 $383,226,904

Note: Revenue and coverage calculations do not include release of Debt Service Reserve Fund balance after debt is retired. * 5.75% is a general proxy for tax-exempt borrowing costs, not a calculated bond yield.

7/18/2008 page 3 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY 428 406.6 Option 2: Route 422 Schuylkill River Bridge Toll Conceptual Financial Capacity Analysis

Sources and Uses of Funds Sources and Uses of Funds

Preliminary Cost Estimates Sources of Funds Schuylkill River Crossing Project 125,000,000 Tolling Infrastructure 5,000,000 64.2% Senior Current Interest Bonds $317,335,000 ROW - 18.1% Senior CABs 89,628,195 Related Improvements - 12.1% PennDOT Grants 60,000,000 2.8% Earmarks 14,000,000 ASSUMED PROJECT COST $130,000,000 2.8% Investment Earnings 13,649,613 Total Sources $494,612,808

Uses of Funds

Project Costs $130,000,000 Pre-Development Costs - Issuance Costs 10,174,080 Capitalized Interest 72,987,050 Debt Service Reserve Fund 25,097,119 Capital for Transit Project 256,354,559 Total Uses $494,612,808

7/18/2008 page 4 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 2: Route 422 Schuylkill River Bridge Toll Conceptual Financial Capacity Analysis Construction & Capitalized Interest Funds

Construction Fund Capitalized Interest Fund Construction Investment Investment Reserve Beginning Draws and Earnings @ Ending Beginning Interest Earnings Earnings Ending Months Balance Expenditures 3.00% Balance MONTHS Balance Payments 3.00% 3.50% Balance

0 $124,328,304 2,653,061 - 121,675,243 0 $65,009,133 - - - 65,009,133 3 121,675,243 5,306,122 912,564 117,281,685 6 65,009,133 9,123,381 975,137 439,200 57,300,089 6 117,281,685 7,959,184 879,613 110,202,114 12 57,300,089 9,123,381 859,501 439,200 49,475,408 9 110,202,114 10,612,245 826,516 100,416,385 18 49,475,408 9,123,381 742,131 439,200 41,533,358 12 100,416,385 13,265,306 753,123 87,904,201 24 41,533,358 9,123,381 623,000 439,200 33,472,177 15 87,904,201 15,918,367 659,282 72,645,116 30 33,472,177 9,123,381 502,083 439,200 25,290,077 18 72,645,116 18,571,429 544,838 54,618,525 36 25,290,077 9,123,381 379,351 439,200 16,985,247 21 54,618,525 15,918,367 409,639 39,109,797 42 16,985,247 9,123,381 254,779 439,200 8,555,844 24 39,109,797 13,265,306 293,323 26,137,814 48 8,555,844 9,123,381 128,338 439,200 - 27 26,137,814 10,612,245 196,034 15,721,603 54 30 15,721,603 7,959,184 117,912 7,880,331 60 33 7,880,331 5,306,122 59,102 2,633,311 36 2,633,311 2,653,061 19,750 - $72,987,050 $4,464,320 $3,513,597

$130,000,000 $5,671,696

7/18/2008 page 5 R6 Norristown Line Service Extension Study Final Report

Appendix D: Option 2A: Route 422 Schuylkill River Bridge Toll, 1% Annual Traffic Growth Sensitivity

July 2008 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 2A: Route 422 Schuylkill River Bridge Toll Conceptual Financial Capacity Analysis (1% Growth Sensitivity) Estimated Gross Revenue General Purpose Lanes Schuylkill Bridge Toll Avg. Daily Traffic annual % of Total Avg. Daily Avg. Daily ANNUAL GROSS Year w/o tolls (Westbound) % growth Toll increase AADT Traffic Revenue TOLL REVENUE % growth

1 35,000 $2.000 95% 33,250 [construction] 2 35,350 1.0% 95% 33,583 [construction] 3 35,704 1.0% 95% 33,918 [construction] 4 36,061 1.0% $2.000 2.0% 95% 34,258 $68,515 $ 12,503,991 * 5 36,421 1.0% $2.040 2.0% 95% 34,600 $70,584 25,763,222 6 36,785 1.0% $2.081 2.0% 95% 34,946 $72,716 26,541,271 3.0% 7 37,153 1.0% $2.122 2.0% 95% 35,296 $74,912 27,342,818 3.0% 8 37,525 1.0% $2.165 2.0% 95% 35,649 $77,174 28,168,571 3.0% 9 37,900 1.0% $2.208 2.0% 95% 36,005 $79,505 29,019,262 3.0% 10 38,279 1.0% $2.252 2.0% 95% 36,365 $81,906 29,895,643 3.0% 11 38,662 1.0% $2.297 2.0% 95% 36,729 $84,379 30,798,492 3.0% 12 39,048 1.0% $2.343 2.0% 95% 37,096 $86,928 31,728,606 3.0% 13 39,439 1.0% $2.390 2.0% 95% 37,467 $89,553 32,686,810 3.0% 14 39,833 1.0% $2.438 2.0% 95% 37,842 $92,257 33,673,952 3.0% 15 40,232 1.0% $2.487 2.0% 95% 38,220 $95,044 34,690,905 3.0% 16 40,634 1.0% $2.536 2.0% 95% 38,602 $97,914 35,738,571 3.0% 17 41,040 1.0% $2.587 2.0% 95% 38,988 $100,871 36,817,875 3.0% 18 41,451 1.0% $2.639 2.0% 95% 39,378 $103,917 37,929,775 3.0% 19 41,865 1.0% $2.692 2.0% 95% 39,772 $107,055 39,075,254 3.0% 20 42,284 1.0% $2.746 2.0% 95% 40,170 $110,289 40,255,327 3.0% 21 42,707 1.0% $2.800 2.0% 95% 40,571 $113,619 41,471,038 3.0% 22 42,707 0.0% $2.856 2.0% 95% 40,571 $115,892 42,300,459 2.0% 23 42,707 0.0% $2.914 2.0% 95% 40,571 $118,210 43,146,468 2.0% 24 42,707 0.0% $2.972 2.0% 95% 40,571 $120,574 44,009,397 2.0% 25 42,707 0.0% $3.031 2.0% 95% 40,571 $122,985 44,889,585 2.0% 26 42,707 0.0% $3.092 2.0% 95% 40,571 $125,445 45,787,377 2.0% 27 42,707 0.0% $3.154 2.0% 95% 40,571 $127,954 46,703,124 2.0% 28 42,707 0.0% $3.217 2.0% 95% 40,571 $130,513 47,637,187 2.0% 29 42,707 0.0% $3.281 2.0% 95% 40,571 $133,123 48,589,931 2.0% 30 42,707 0.0% $3.347 2.0% 95% 40,571 $135,786 49,561,729 2.0% 31 42,707 0.0% $3.414 2.0% 95% 40,571 $138,501 50,552,964 2.0% 32 42,707 0.0% $3.482 2.0% 95% 40,571 $141,271 51,564,023 2.0% 33 42,707 0.0% $3.552 2.0% 95% 40,571 $144,097 52,595,304 2.0% 34 42,707 0.0% $3.623 2.0% 95% 40,571 $146,979 53,647,210 2.0% 35 42,707 0.0% $3.695 2.0% 95% 40,571 $149,918 54,720,154 2.0% 36 42,707 0.0% $3.769 2.0% 95% 40,571 $152,917 55,814,557 2.0% 37 42,707 0.0% $3.844 2.0% 95% 40,571 $155,975 56,930,848 2.0% 38 42,707 0.0% $3.921 2.0% 95% 40,571 $159,094 58,069,465 2.0% 39 42,707 0.0% $4.000 2.0% 95% 40,571 $162,276 59,230,854 2.0% 40 42,707 0.0% $4.080 2.0% 95% 40,571 $165,522 60,415,471 2.0%

$1,540,267,491

* Revenues in first year of operation are discounted by 50% to account for contingencies and ramp-up.

7/18/2008 page 1 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 2A: Route 422 Schuylkill River Bridge Toll Conceptual Financial Capacity Analysis (1% Growth Sensitivity) Projected Net Revenue Toll Operations TOTAL DSRF Investment ANNUAL GROSS Cost/ transaction Annual ANNUAL Earnings PROJECTED Year TOLL REVENUE 2.00% Expense EXPENSES 3.50% NET REVENUE

1 $ - 2 - 3 - - - 4 12,503,991 $0.250 (3,125,998) (3,125,998) - 9,377,993 5 25,763,222 $0.255 (3,220,403) (3,220,403) 721,374 23,264,193 6 26,541,271 $0.260 (3,317,659) (3,317,659) 721,374 23,944,986 7 27,342,818 $0.265 (3,417,852) (3,417,852) 721,374 24,646,339 8 28,168,571 $0.271 (3,521,071) (3,521,071) 721,374 25,368,873 9 29,019,262 $0.276 (3,627,408) (3,627,408) 721,374 26,113,228 10 29,895,643 $0.282 (3,736,955) (3,736,955) 721,374 26,880,062 11 30,798,492 $0.287 (3,849,811) (3,849,811) 721,374 27,670,054 12 31,728,606 $0.293 (3,966,076) (3,966,076) 721,374 28,483,904 13 32,686,810 $0.299 (4,085,851) (4,085,851) 721,374 29,322,333 14 33,673,952 $0.305 (4,209,244) (4,209,244) 721,374 30,186,081 15 34,690,905 $0.311 (4,336,363) (4,336,363) 721,374 31,075,916 16 35,738,571 $0.317 (4,467,321) (4,467,321) 721,374 31,992,623 17 36,817,875 $0.323 (4,602,234) (4,602,234) 721,374 32,937,015 18 37,929,775 $0.330 (4,741,222) (4,741,222) 721,374 33,909,927 19 39,075,254 $0.336 (4,884,407) (4,884,407) 721,374 34,912,221 20 40,255,327 $0.343 (5,031,916) (5,031,916) 721,374 35,944,785 21 41,471,038 $0.350 (5,183,880) (5,183,880) 721,374 37,008,532 22 42,300,459 $0.357 (5,287,557) (5,287,557) 721,374 37,734,275 23 43,146,468 $0.364 (5,393,308) (5,393,308) 721,374 38,474,533 24 44,009,397 $0.371 (5,501,175) (5,501,175) 721,374 39,229,596 25 44,889,585 $0.379 (5,611,198) (5,611,198) 721,374 39,999,761 26 45,787,377 $0.386 (5,723,422) (5,723,422) 721,374 40,785,328 27 46,703,124 $0.394 (5,837,891) (5,837,891) 721,374 41,586,608 28 47,637,187 $0.402 (5,954,648) (5,954,648) 721,374 42,403,912 29 48,589,931 $0.410 (6,073,741) (6,073,741) 721,374 43,237,563 30 49,561,729 $0.418 (6,195,216) (6,195,216) 721,374 44,087,887 31 50,552,964 $0.427 (6,319,120) (6,319,120) 721,374 44,955,217 32 51,564,023 $0.435 (6,445,503) (6,445,503) 721,374 45,839,894 33 52,595,304 $0.444 (6,574,413) (6,574,413) 721,374 46,742,264 34 53,647,210 $0.453 (6,705,901) (6,705,901) 721,374 47,662,682 35 54,720,154 $0.462 (6,840,019) (6,840,019) 721,374 48,601,508 36 55,814,557 $0.471 (6,976,820) (6,976,820) 721,374 49,559,111 37 56,930,848 $0.481 (7,116,356) (7,116,356) 721,374 50,535,866 38 58,069,465 $0.490 (7,258,683) (7,258,683) 721,374 51,532,156 39 59,230,854 $0.500 (7,403,857) (7,403,857) 721,374 52,548,371 40 60,415,471 $0.510 (7,551,934) (7,551,934) 721,374 53,584,911

$1,540,267,491 ($194,096,435) ($194,096,435) $25,969,451 $1,372,140,506

7/18/2008 page 2 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 2A: Route 422 Schuylkill River Bridge Toll Conceptual Financial Capacity Analysis (1% Growth Sensitivity) Senior Debt Service

Senior Current Interest Bonds Senior Capital Appreciation Bonds Total Senior Net Available Principal Coupon Interest CIA Principal Coupon Interest Net D/S Debt Service Coverage Revenue

1 14,983,925 14,983,925 - - 2 14,983,925 14,983,925 - - 3 14,983,925 14,983,925 - - 4 14,983,925 14,983,925 - 9,377,993 5 5.75% 14,983,925 2,139,210 6.25% 770,790 2,910,000 17,893,925 1.30 x 5,370,268 6 5.75% 14,983,925 2,374,429 6.25% 1,060,571 3,435,000 18,418,925 1.30 x 5,526,061 7 5.75% 14,983,925 2,583,698 6.25% 1,391,302 3,975,000 18,958,925 1.30 x 5,687,414 8 5.75% 14,983,925 2,768,693 6.25% 1,761,307 4,530,000 19,513,925 1.30 x 5,854,948 9 5.75% 14,983,925 2,933,894 6.25% 2,171,106 5,105,000 20,088,925 1.30 x 6,024,303 10 5.75% 14,983,925 3,077,616 6.25% 2,617,384 5,695,000 20,678,925 1.30 x 6,201,137 11 5.75% 14,983,925 3,201,352 6.25% 3,098,648 6,300,000 21,283,925 1.30 x 6,386,129 12 5.75% 14,983,925 3,308,908 6.25% 3,616,092 6,925,000 21,908,925 1.30 x 6,574,979 13 5.75% 14,983,925 3,401,206 6.25% 4,168,794 7,570,000 22,553,925 1.30 x 6,768,408 14 5.75% 14,983,925 3,479,146 6.25% 4,755,854 8,235,000 23,218,925 1.30 x 6,967,156 15 5.75% 14,983,925 3,543,611 6.25% 5,376,389 8,920,000 23,903,925 1.30 x 7,171,991 16 5.75% 14,983,925 3,595,456 6.25% 6,029,544 9,625,000 24,608,925 1.30 x 7,383,698 17 5.75% 14,983,925 3,635,513 6.25% 6,714,487 10,350,000 25,333,925 1.30 x 7,603,090 18 5.75% 14,983,925 3,666,236 6.25% 7,433,764 11,100,000 26,083,925 1.30 x 7,826,002 19 5.75% 14,983,925 3,686,550 6.25% 8,183,450 11,870,000 26,853,925 1.30 x 8,058,296 20 5.75% 14,983,925 3,698,680 6.25% 8,966,320 12,665,000 27,648,925 1.30 x 8,295,860 21 5.75% 14,983,925 3,703,093 6.25% 9,781,907 13,485,000 28,468,925 1.30 x 8,539,607 22 5.75% 14,983,925 3,625,374 6.25% 10,414,626 14,040,000 29,023,925 1.30 x 8,710,350 23 5.75% 14,983,925 3,547,382 6.25% 11,062,618 14,610,000 29,593,925 1.30 x 8,880,608 24 5.75% 14,983,925 3,469,210 6.25% 11,725,790 15,195,000 30,178,925 1.30 x 9,050,671 25 5.75% 14,983,925 3,388,804 6.25% 12,396,196 15,785,000 30,768,925 1.30 x 9,230,836 26 5.75% 14,983,925 3,308,666 6.25% 13,081,334 16,390,000 31,373,925 1.30 x 9,411,403 27 5.75% 14,983,925 3,227,920 6.25% 13,777,080 17,005,000 31,988,925 1.30 x 9,597,683 28 5.75% 14,983,925 3,147,702 6.25% 14,487,298 17,635,000 32,618,925 1.30 x 9,784,987 29 5.75% 14,983,925 3,067,239 6.25% 15,207,761 18,275,000 33,258,925 1.30 x 9,978,638 30 5.75% 14,983,925 2,987,534 6.25% 15,942,466 18,930,000 33,913,925 1.30 x 10,173,962 31 5.75% 14,983,925 2,907,901 6.25% 16,687,099 19,595,000 34,578,925 1.30 x 10,376,292 32 20,280,000 5.75% 14,983,925 - 6.25% - - 35,263,925 1.30 x 10,575,969 33 22,140,000 5.75% 13,817,825 - 6.25% - - 35,957,825 1.30 x 10,784,439 34 24,120,000 5.75% 12,544,775 - 6.25% - - 36,664,775 1.30 x 10,997,907 35 26,230,000 5.75% 11,157,875 - 6.25% - - 37,387,875 1.30 x 11,213,633 36 28,475,000 5.75% 9,649,650 - 6.25% - - 38,124,650 1.30 x 11,434,461 *PV Residual 37 30,860,000 5.75% 8,012,338 - 6.25% - - 38,872,338 1.30 x 11,663,528 Revenues @ 38 33,400,000 5.75% 6,237,888 - 6.25% - - 39,637,888 1.30 x 11,894,268 5.75% 39 36,105,000 5.75% 4,317,388 - 6.25% - - 40,422,388 1.30 x 12,125,984 40 38,980,000 5.75% 2,241,350 - 6.25% - - 41,221,350 1.30 x 12,363,561 $99,150,656

$260,590,000 $547,464,688 $59,935,700 $87,475,022 $212,679,978 $300,155,000 $1,048,273,988 $323,866,519

Note: Revenue and coverage calculations do not include release of Debt Service Reserve Fund balance after debt is retired. * 5.75% is a general proxy for tax-exempt borrowing costs, not a calculated bond yield.

7/18/2008 page 3 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 2A: Route 422 Schuylkill River Bridge Toll Conceptual Financial Capacity Analysis

Sources(1% Growth and Uses Sensitivity) of Funds Sources and Uses of Funds

Preliminary Cost Estimates Sources of Funds Schuylkill River Crossing Project 125,000,000 Tolling Infrastructure 5,000,000 60.0% Senior Current Interest Bonds $260,590,000 ROW - 20.1% Senior CABs 87,475,022 Related Improvements - 13.8% PennDOT Grants 60,000,000 3.2% Earmarks 14,000,000 ASSUMED PROJECT COST $130,000,000 2.8% Investment Earnings 12,223,200 Total Sources $434,288,222

Uses of Funds

Project Costs $130,000,000 Pre-Development Costs - Issuance Costs 8,701,626 Capitalized Interest 59,935,700 Debt Service Reserve Fund 20,610,675 Capital for Transit Project 215,040,222 Total Uses $434,288,222

7/18/2008 page 4 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 2A: Route 422 Schuylkill River Bridge Toll Conceptual Financial Capacity Analysis (1% Growth Sensitivity) Construction & Capitalized Interest Funds

Construction Fund Capitalized Interest Fund Construction Investment Investment Reserve Beginning Draws and Earnings @ Ending Beginning Interest Earnings Earnings Ending Months Balance Expenditures 3.00% Balance MONTHS Balance Payments 3.00% 3.50% Balance

0 $124,328,304 2,653,061 - 121,675,243 0 $53,384,196 - - - 53,384,196 3 121,675,243 5,306,122 912,564 117,281,685 6 53,384,196 7,491,963 800,763 360,687 47,053,683 6 117,281,685 7,959,184 879,613 110,202,114 12 47,053,683 7,491,963 705,805 360,687 40,628,212 9 110,202,114 10,612,245 826,516 100,416,385 18 40,628,212 7,491,963 609,423 360,687 34,106,360 12 100,416,385 13,265,306 753,123 87,904,201 24 34,106,360 7,491,963 511,595 360,687 27,486,680 15 87,904,201 15,918,367 659,282 72,645,116 30 27,486,680 7,491,963 412,300 360,687 20,767,704 18 72,645,116 18,571,429 544,838 54,618,525 36 20,767,704 7,491,963 311,516 360,687 13,947,944 21 54,618,525 15,918,367 409,639 39,109,797 42 13,947,944 7,491,963 209,219 360,687 7,025,887 24 39,109,797 13,265,306 293,323 26,137,814 48 7,025,887 7,491,963 105,388 360,687 - 27 26,137,814 10,612,245 196,034 15,721,603 54 30 15,721,603 7,959,184 117,912 7,880,331 60 33 7,880,331 5,306,122 59,102 2,633,311 36 2,633,311 2,653,061 19,750 - $59,935,700 $3,666,010 $2,885,495

$130,000,000 $5,671,696

7/18/2008 page 5 R6 Norristown Line Service Extension Study Final Report

Appendix E: Option 3: Route 422 General Tolling, 2% Annual Traffic Growth

July 2008 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 3: Route 422 General Tolling Conceptual Financial Capacity Analysis Estimated Gross Revenue Location 1 Traffic Location 1 Tolls Location 2 Traffic Location 2 Tolls Aggregate Avg. Daily Traffic Average annual % of Total Avg. Daily Avg. Daily Traffic Average annual % of Total Avg. Daily Avg. Daily Avg. Daily ANNUAL GROSS Year without tolls % growth Toll increase AADT Traffic without tolls % growth Toll increase AADT Traffic Traffic Revenue TOLL REVENUE % growth

1 30,000 $1.000 80% 24,000 70,000 $1.000 95% 66,500 [construction] 2 30,600 2.0% 80% 24,480 71,400 2.0% 95% 67,830 [construction] 3 31,212 2.0% 80% 24,970 72,828 2.0% 95% 69,187 [construction] 4 31,836 2.0% $1.000 2.0% 80% 25,469 74,285 2.0% $1.000 2.0% 95% 70,570 96,039 $96,039 $ 17,527,177 5 32,473 2.0% $1.020 2.0% 80% 25,978 75,770 2.0% $1.020 2.0% 95% 71,982 97,960 $99,919 36,470,549 4.0% 6 33,122 2.0% $1.040 2.0% 80% 26,498 77,286 2.0% $1.040 2.0% 95% 73,421 99,919 $103,956 37,943,959 4.0% 7 33,785 2.0% $1.061 2.0% 80% 27,028 78,831 2.0% $1.061 2.0% 95% 74,890 101,918 $108,156 39,476,895 4.0% 8 34,461 2.0% $1.082 2.0% 80% 27,568 80,408 2.0% $1.082 2.0% 95% 76,388 103,956 $112,525 41,071,762 4.0% 9 35,150 2.0% $1.104 2.0% 80% 28,120 82,016 2.0% $1.104 2.0% 95% 77,915 106,035 $117,071 42,731,061 4.0% 10 35,853 2.0% $1.126 2.0% 80% 28,682 83,656 2.0% $1.126 2.0% 95% 79,474 108,156 $121,801 44,457,396 4.0% 11 36,570 2.0% $1.149 2.0% 80% 29,256 85,330 2.0% $1.149 2.0% 95% 81,063 110,319 $126,722 46,253,475 4.0% 12 37,301 2.0% $1.172 2.0% 80% 29,841 87,036 2.0% $1.172 2.0% 95% 82,684 112,525 $131,841 48,122,115 4.0% 13 38,047 2.0% $1.195 2.0% 80% 30,438 88,777 2.0% $1.195 2.0% 95% 84,338 114,776 $137,168 50,066,249 4.0% 14 38,808 2.0% $1.219 2.0% 80% 31,047 90,552 2.0% $1.219 2.0% 95% 86,025 117,071 $142,709 52,088,925 4.0% 15 39,584 2.0% $1.243 2.0% 80% 31,667 92,364 2.0% $1.243 2.0% 95% 87,745 119,413 $148,475 54,193,318 4.0% 16 40,376 2.0% $1.268 2.0% 80% 32,301 94,211 2.0% $1.268 2.0% 95% 89,500 121,801 $154,473 56,382,728 4.0% 17 41,184 2.0% $1.294 2.0% 80% 32,947 96,095 2.0% $1.294 2.0% 95% 91,290 124,237 $160,714 58,660,590 4.0% 18 42,007 2.0% $1.319 2.0% 80% 33,606 98,017 2.0% $1.319 2.0% 95% 93,116 126,722 $167,207 61,030,478 4.0% 19 42,847 2.0% $1.346 2.0% 80% 34,278 99,977 2.0% $1.346 2.0% 95% 94,978 129,256 $173,962 63,496,109 4.0% 20 43,704 2.0% $1.373 2.0% 80% 34,963 101,977 2.0% $1.373 2.0% 95% 96,878 131,841 $180,990 66,061,352 4.0% 21 44,578 2.0% $1.400 2.0% 80% 35,663 104,016 2.0% $1.400 2.0% 95% 98,816 134,478 $188,302 68,730,230 4.0% 22 44,578 0.0% $1.428 2.0% 80% 35,663 104,016 0.0% $1.428 2.0% 95% 98,816 134,478 $192,068 70,104,835 2.0% 23 44,578 0.0% $1.457 2.0% 80% 35,663 104,016 0.0% $1.457 2.0% 95% 98,816 134,478 $195,909 71,506,932 2.0% 24 44,578 0.0% $1.486 2.0% 80% 35,663 104,016 0.0% $1.486 2.0% 95% 98,816 134,478 $199,828 72,937,070 2.0% 25 44,578 0.0% $1.516 2.0% 80% 35,663 104,016 0.0% $1.516 2.0% 95% 98,816 134,478 $203,824 74,395,812 2.0% 26 44,578 0.0% $1.546 2.0% 80% 35,663 104,016 0.0% $1.546 2.0% 95% 98,816 134,478 $207,901 75,883,728 2.0% 27 44,578 0.0% $1.577 2.0% 80% 35,663 104,016 0.0% $1.577 2.0% 95% 98,816 134,478 $212,059 77,401,402 2.0% 28 44,578 0.0% $1.608 2.0% 80% 35,663 104,016 0.0% $1.608 2.0% 95% 98,816 134,478 $216,300 78,949,430 2.0% 29 44,578 0.0% $1.641 2.0% 80% 35,663 104,016 0.0% $1.641 2.0% 95% 98,816 134,478 $220,626 80,528,419 2.0% 30 44,578 0.0% $1.673 2.0% 80% 35,663 104,016 0.0% $1.673 2.0% 95% 98,816 134,478 $225,038 82,138,987 2.0% 31 44,578 0.0% $1.707 2.0% 80% 35,663 104,016 0.0% $1.707 2.0% 95% 98,816 134,478 $229,539 83,781,767 2.0% 32 44,578 0.0% $1.741 2.0% 80% 35,663 104,016 0.0% $1.741 2.0% 95% 98,816 134,478 $234,130 85,457,403 2.0% 33 44,578 0.0% $1.776 2.0% 80% 35,663 104,016 0.0% $1.776 2.0% 95% 98,816 134,478 $238,812 87,166,551 2.0% 34 44,578 0.0% $1.811 2.0% 80% 35,663 104,016 0.0% $1.811 2.0% 95% 98,816 134,478 $243,589 88,909,882 2.0% 35 44,578 0.0% $1.848 2.0% 80% 35,663 104,016 0.0% $1.848 2.0% 95% 98,816 134,478 $248,460 90,688,079 2.0% 36 44,578 0.0% $1.885 2.0% 80% 35,663 104,016 0.0% $1.885 2.0% 95% 98,816 134,478 $253,430 92,501,841 2.0% 37 44,578 0.0% $1.922 2.0% 80% 35,663 104,016 0.0% $1.922 2.0% 95% 98,816 134,478 $258,498 94,351,878 2.0% 38 44,578 0.0% $1.961 2.0% 80% 35,663 104,016 0.0% $1.961 2.0% 95% 98,816 134,478 $263,668 96,238,915 2.0% 39 44,578 0.0% $2.000 2.0% 80% 35,663 104,016 0.0% $2.000 2.0% 95% 98,816 134,478 $268,942 98,163,693 2.0% 40 44,578 0.0% $2.040 2.0% 80% 35,663 104,016 0.0% $2.040 2.0% 95% 98,816 134,478 $274,320 100,126,967 2.0%

$2,485,997,956

* Revenues in first year of operation are discounted by 50% to account for contingencies and ramp-up.

7/18/2008 page 1 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 3: Route 422 General Tolling Conceptual Financial Capacity Analysis Projected Net Revenue Toll Operations TOTAL DSRF Investment ANNUAL GROSS Cost/ transaction Annual ANNUAL Earnings PROJECTED Year TOLL REVENUE 2.00% Expense EXPENSES 3.50% NET REVENUE

1 $ - 2 - 3 - - - 4 17,527,177 $0.250 (8,763,588) (8,763,588) - 8,763,588 5 36,470,549 $0.255 (9,117,637) (9,117,637) 1,024,691 28,377,603 6 37,943,959 $0.260 (9,485,990) (9,485,990) 1,024,691 29,482,661 7 39,476,895 $0.265 (9,869,224) (9,869,224) 1,024,691 30,632,363 8 41,071,762 $0.271 (10,267,940) (10,267,940) 1,024,691 31,828,512 9 42,731,061 $0.276 (10,682,765) (10,682,765) 1,024,691 33,072,987 10 44,457,396 $0.282 (11,114,349) (11,114,349) 1,024,691 34,367,738 11 46,253,475 $0.287 (11,563,369) (11,563,369) 1,024,691 35,714,797 12 48,122,115 $0.293 (12,030,529) (12,030,529) 1,024,691 37,116,277 13 50,066,249 $0.299 (12,516,562) (12,516,562) 1,024,691 38,574,377 14 52,088,925 $0.305 (13,022,231) (13,022,231) 1,024,691 40,091,385 15 54,193,318 $0.311 (13,548,329) (13,548,329) 1,024,691 41,669,679 16 56,382,728 $0.317 (14,095,682) (14,095,682) 1,024,691 43,311,737 17 58,660,590 $0.323 (14,665,147) (14,665,147) 1,024,691 45,020,133 18 61,030,478 $0.330 (15,257,619) (15,257,619) 1,024,691 46,797,549 19 63,496,109 $0.336 (15,874,027) (15,874,027) 1,024,691 48,646,773 20 66,061,352 $0.343 (16,515,338) (16,515,338) 1,024,691 50,570,705 21 68,730,230 $0.350 (17,182,558) (17,182,558) 1,024,691 52,572,364 22 70,104,835 $0.357 (17,526,209) (17,526,209) 1,024,691 53,603,317 23 71,506,932 $0.364 (17,876,733) (17,876,733) 1,024,691 54,654,890 24 72,937,070 $0.371 (18,234,268) (18,234,268) 1,024,691 55,727,494 25 74,395,812 $0.379 (18,598,953) (18,598,953) 1,024,691 56,821,550 26 75,883,728 $0.386 (18,970,932) (18,970,932) 1,024,691 57,937,487 27 77,401,402 $0.394 (19,350,351) (19,350,351) 1,024,691 59,075,743 28 78,949,430 $0.402 (19,737,358) (19,737,358) 1,024,691 60,236,764 29 80,528,419 $0.410 (20,132,105) (20,132,105) 1,024,691 61,421,005 30 82,138,987 $0.418 (20,534,747) (20,534,747) 1,024,691 62,628,932 31 83,781,767 $0.427 (20,945,442) (20,945,442) 1,024,691 63,861,016 32 85,457,403 $0.435 (21,364,351) (21,364,351) 1,024,691 65,117,743 33 87,166,551 $0.444 (21,791,638) (21,791,638) 1,024,691 66,399,604 34 88,909,882 $0.453 (22,227,470) (22,227,470) 1,024,691 67,707,102 35 90,688,079 $0.462 (22,672,020) (22,672,020) 1,024,691 69,040,750 36 92,501,841 $0.471 (23,125,460) (23,125,460) 1,024,691 70,401,072 37 94,351,878 $0.481 (23,587,969) (23,587,969) 1,024,691 71,788,599 38 96,238,915 $0.490 (24,059,729) (24,059,729) 1,024,691 73,203,877 39 98,163,693 $0.500 (24,540,923) (24,540,923) 1,024,691 74,647,461 40 100,126,967 $0.510 (25,031,742) (25,031,742) 1,024,691 76,119,917

$2,485,997,956 ($625,881,283) ($625,881,283) $36,888,878 $1,897,005,551

7/18/2008 page 2 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 3: Route 422 General Tolling Conceptual Financial Capacity Analysis Senior Debt Service

Senior Current Interest Bonds Senior Capital Appreciation Bonds Total Senior Net Available Principal Coupon Interest CIA Principal Coupon Interest Net D/S Debt Service Coverage Revenue

1 21,284,775 21,284,775 - - 2 21,284,775 21,284,775 - - 3 21,284,775 21,284,775 - - 4 21,284,775 21,284,775 - 8,763,588 5 5.75% 21,284,775 400,642 6.25% 144,358 545,000 21,829,775 1.30 x 6,547,828 6 5.75% 21,284,775 964,288 6.25% 430,712 1,395,000 22,679,775 1.30 x 6,802,886 7 5.75% 21,284,775 1,481,970 6.25% 798,030 2,280,000 23,564,775 1.30 x 7,067,588 8 5.75% 21,284,775 1,955,810 6.25% 1,244,190 3,200,000 24,484,775 1.30 x 7,343,737 9 5.75% 21,284,775 2,387,920 6.25% 1,767,080 4,155,000 25,439,775 1.30 x 7,633,212 10 5.75% 21,284,775 2,783,095 6.25% 2,366,905 5,150,000 26,434,775 1.30 x 7,932,963 11 5.75% 21,284,775 3,145,455 6.25% 3,044,545 6,190,000 27,474,775 1.30 x 8,240,022 12 5.75% 21,284,775 3,471,367 6.25% 3,793,633 7,265,000 28,549,775 1.30 x 8,566,502 13 5.75% 21,284,775 3,769,632 6.25% 4,620,368 8,390,000 29,674,775 1.30 x 8,899,602 14 5.75% 21,284,775 4,036,824 6.25% 5,518,176 9,555,000 30,839,775 1.30 x 9,251,610 15 5.75% 21,284,775 4,278,552 6.25% 6,491,448 10,770,000 32,054,775 1.30 x 9,614,904 16 5.75% 21,284,775 4,493,853 6.25% 7,536,147 12,030,000 33,314,775 1.30 x 9,996,962 17 5.75% 21,284,775 4,687,528 6.25% 8,657,472 13,345,000 34,629,775 1.30 x 10,390,358 18 5.75% 21,284,775 4,860,239 6.25% 9,854,761 14,715,000 35,999,775 1.30 x 10,797,774 19 5.75% 21,284,775 5,011,162 6.25% 11,123,838 16,135,000 37,419,775 1.30 x 11,226,998 20 5.75% 21,284,775 5,144,275 6.25% 12,470,725 17,615,000 38,899,775 1.30 x 11,670,930 21 5.75% 21,284,775 5,260,121 6.25% 13,894,879 19,155,000 40,439,775 1.30 x 12,132,589 22 5.75% 21,284,775 5,151,439 6.25% 14,798,561 19,950,000 41,234,775 1.30 x 12,368,542 23 5.75% 21,284,775 5,039,419 6.25% 15,715,581 20,755,000 42,039,775 1.30 x 12,615,115 24 5.75% 21,284,775 4,928,127 6.25% 16,656,873 21,585,000 42,869,775 1.30 x 12,857,719 25 5.75% 21,284,775 4,814,314 6.25% 17,610,686 22,425,000 43,709,775 1.30 x 13,111,775 26 5.75% 21,284,775 4,700,567 6.25% 18,584,433 23,285,000 44,569,775 1.30 x 13,367,712 27 5.75% 21,284,775 4,586,095 6.25% 19,573,905 24,160,000 45,444,775 1.30 x 13,630,968 28 5.75% 21,284,775 4,471,218 6.25% 20,578,782 25,050,000 46,334,775 1.30 x 13,901,989 29 5.75% 21,284,775 4,357,074 6.25% 21,602,926 25,960,000 47,244,775 1.30 x 14,176,230 30 5.75% 21,284,775 4,243,782 6.25% 22,646,218 26,890,000 48,174,775 1.30 x 14,454,157 31 5.75% 21,284,775 4,131,461 6.25% 23,708,539 27,840,000 49,124,775 1.30 x 14,736,241 32 28,805,000 5.75% 21,284,775 - 6.25% - - 50,089,775 1.30 x 15,027,968 33 31,450,000 5.75% 19,628,488 - 6.25% - - 51,078,488 1.30 x 15,321,116 34 34,260,000 5.75% 17,820,113 - 6.25% - - 52,080,113 1.30 x 15,626,990 35 37,260,000 5.75% 15,850,163 - 6.25% - - 53,110,163 1.30 x 15,930,588 36 40,445,000 5.75% 13,707,713 - 6.25% - - 54,152,713 1.30 x 16,248,359 *PV Residual 37 43,840,000 5.75% 11,382,125 - 6.25% - - 55,222,125 1.30 x 16,566,474 Revenues @ 38 47,450,000 5.75% 8,861,325 - 6.25% - - 56,311,325 1.30 x 16,892,552 5.75% 39 51,290,000 5.75% 6,132,950 - 6.25% - - 57,422,950 1.30 x 17,224,511 40 55,370,000 5.75% 3,183,775 - 6.25% - - 58,553,775 1.30 x 17,566,142 $130,947,345

$370,170,000 $777,679,450 $85,139,100 $104,556,229 $285,233,771 $389,790,000 $1,452,500,350 $444,505,201

Note: Revenue and coverage calculations do not include release of Debt Service Reserve Fund balance after debt is retired. * 5.75% is a general proxy for tax-exempt borrowing costs, not a calculated bond yield.

7/18/2008 page 3 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 3: Route 422 General Tolling Conceptual Financial Capacity Analysis

Sources and Uses of Funds Sources and Uses of Funds

Preliminary Cost Estimates Sources of Funds

Schuylkill River Crossing Project 125,000,000 65.6% Senior Current Interest Bonds $370,170,000 Tolling Infrastructure 10,000,000 18.5% Senior CABs 104,556,229 ROW - 10.6% PennDOT Grants 60,000,000 Related Improvements - 2.5% Earmarks 14,000,000 ASSUMED PROJECT COST 135,000,000 2.7% Investment Earnings 15,196,203 100.0% Total Sources $563,922,432

Uses of Funds

Project Costs $135,000,000 Contribution to General 422 Reconstruction * 50,000,000 Pre-Development Costs - Issuance Costs 11,868,156 Capitalized Interest 85,139,100 Debt Service Reserve Fund 29,276,888 Capital for Transit Project $252,638,289 Total Uses $563,922,432

* Estimated contribution. Guidance from FHWA and PennDOT is needed to determine what portion of the $250 million currently programmed projects around Pottstown and other reconstruction projects on US 422 would need to be funded with toll revenue under a general tolling scenario.

7/18/2008 page 4 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 3: Route 422 General Tolling Conceptual Financial Capacity Analysis Construction & Capitalized Interest Funds

Construction Fund Capitalized Interest Fund Construction Investment Investment Reserve Beginning Draws and Earnings @ Ending Beginning Interest Earnings Earnings Ending Months Balance Expenditures 3.00% Balance MONTHS Balance Payments 3.00% 3.50% Balance

0 $129,110,162 2,755,102 - 126,355,060 0 $75,832,735 - - - 75,832,735 3 126,355,060 5,510,204 947,663 121,792,519 6 75,832,735 10,642,388 1,137,491 512,346 66,840,184 6 121,792,519 8,265,306 913,444 114,440,657 12 66,840,184 10,642,388 1,002,603 512,346 57,712,745 9 114,440,657 11,020,408 858,305 104,278,553 18 57,712,745 10,642,388 865,691 512,346 48,448,394 12 104,278,553 13,775,510 782,089 91,285,132 24 48,448,394 10,642,388 726,726 512,346 39,045,078 15 91,285,132 16,530,612 684,638 75,439,158 30 39,045,078 10,642,388 585,676 512,346 29,500,712 18 75,439,158 19,285,714 565,794 56,719,238 36 29,500,712 10,642,388 442,511 512,346 19,813,181 21 56,719,238 16,530,612 425,394 40,614,020 42 19,813,181 10,642,388 297,198 512,346 9,980,337 24 40,614,020 13,775,510 304,605 27,143,115 48 9,980,337 10,642,388 149,705 512,346 - 27 27,143,115 11,020,408 203,573 16,326,280 54 30 16,326,280 8,265,306 122,447 8,183,421 60 33 8,183,421 5,510,204 61,376 2,734,593 36 2,734,593 2,755,102 20,509 - $85,139,100 $5,207,601 $4,098,764

$135,000,000 $5,889,838

7/18/2008 page 5 R6 Norristown Line Service Extension Study Final Report

Appendix F: Option 3A: Route 422 General Tolling, 1% Annual Traffic Growth Sensitivity

July 2008 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 3A: Route 422 General Tolling (1% Growth Sensitivity) Conceptual Financial Capacity Analysis Estimated Gross Revenue Location 1 Traffic Location 1 Tolls Location 2 Traffic Location 2 Tolls Aggregate Avg. Daily Traffic Average annual % of Total Avg. Daily Avg. Daily Traffic Average annual % of Total Avg. Daily Avg. Daily Avg. Daily ANNUAL GROSS Year without tolls % growth Toll increase AADT Traffic without tolls % growth Toll increase AADT Traffic Traffic Revenue TOLL REVENUE % growth

1 30,000 $1.000 80% 24,000 70,000 $1.000 95% 66,500 [construction] 2 30,300 1.0% 80% 24,240 70,700 1.0% 95% 67,165 [construction] 3 30,603 1.0% 80% 24,482 71,407 1.0% 95% 67,837 [construction] 4 30,909 1.0% $1.000 2.0% 80% 24,727 72,121 1.0% $1.000 2.0% 95% 68,515 93,242 $93,242 $ 17,016,709 5 31,218 1.0% $1.020 2.0% 80% 24,974 72,842 1.0% $1.020 2.0% 95% 69,200 94,175 $96,058 35,061,227 3.0% 6 31,530 1.0% $1.040 2.0% 80% 25,224 73,571 1.0% $1.040 2.0% 95% 69,892 95,116 $98,959 36,120,076 3.0% 7 31,846 1.0% $1.061 2.0% 80% 25,476 74,306 1.0% $1.061 2.0% 95% 70,591 96,068 $101,948 37,210,902 3.0% 8 32,164 1.0% $1.082 2.0% 80% 25,731 75,049 1.0% $1.082 2.0% 95% 71,297 97,028 $105,026 38,334,672 3.0% 9 32,486 1.0% $1.104 2.0% 80% 25,989 75,800 1.0% $1.104 2.0% 95% 72,010 97,999 $108,198 39,492,379 3.0% 10 32,811 1.0% $1.126 2.0% 80% 26,248 76,558 1.0% $1.126 2.0% 95% 72,730 98,979 $111,466 40,685,049 3.0% 11 33,139 1.0% $1.149 2.0% 80% 26,511 77,324 1.0% $1.149 2.0% 95% 73,457 99,968 $114,832 41,913,737 3.0% 12 33,470 1.0% $1.172 2.0% 80% 26,776 78,097 1.0% $1.172 2.0% 95% 74,192 100,968 $118,300 43,179,532 3.0% 13 33,805 1.0% $1.195 2.0% 80% 27,044 78,878 1.0% $1.195 2.0% 95% 74,934 101,978 $121,873 44,483,554 3.0% 14 34,143 1.0% $1.219 2.0% 80% 27,314 79,667 1.0% $1.219 2.0% 95% 75,683 102,997 $125,553 45,826,957 3.0% 15 34,484 1.0% $1.243 2.0% 80% 27,587 80,463 1.0% $1.243 2.0% 95% 76,440 104,027 $129,345 47,210,931 3.0% 16 34,829 1.0% $1.268 2.0% 80% 27,863 81,268 1.0% $1.268 2.0% 95% 77,204 105,068 $133,251 48,636,701 3.0% 17 35,177 1.0% $1.294 2.0% 80% 28,142 82,081 1.0% $1.294 2.0% 95% 77,976 106,118 $137,275 50,105,530 3.0% 18 35,529 1.0% $1.319 2.0% 80% 28,423 82,901 1.0% $1.319 2.0% 95% 78,756 107,180 $141,421 51,618,717 3.0% 19 35,884 1.0% $1.346 2.0% 80% 28,708 83,730 1.0% $1.346 2.0% 95% 79,544 108,251 $145,692 53,177,602 3.0% 20 36,243 1.0% $1.373 2.0% 80% 28,995 84,568 1.0% $1.373 2.0% 95% 80,339 109,334 $150,092 54,783,565 3.0% 21 36,606 1.0% $1.400 2.0% 80% 29,285 85,413 1.0% $1.400 2.0% 95% 81,143 110,427 $154,625 56,438,029 3.0% 22 36,606 0.0% $1.428 2.0% 80% 29,285 85,413 0.0% $1.428 2.0% 95% 81,143 110,427 $157,717 57,566,790 2.0% 23 36,606 0.0% $1.457 2.0% 80% 29,285 85,413 0.0% $1.457 2.0% 95% 81,143 110,427 $160,872 58,718,125 2.0% 24 36,606 0.0% $1.486 2.0% 80% 29,285 85,413 0.0% $1.486 2.0% 95% 81,143 110,427 $164,089 59,892,488 2.0% 25 36,606 0.0% $1.516 2.0% 80% 29,285 85,413 0.0% $1.516 2.0% 95% 81,143 110,427 $167,371 61,090,338 2.0% 26 36,606 0.0% $1.546 2.0% 80% 29,285 85,413 0.0% $1.546 2.0% 95% 81,143 110,427 $170,718 62,312,145 2.0% 27 36,606 0.0% $1.577 2.0% 80% 29,285 85,413 0.0% $1.577 2.0% 95% 81,143 110,427 $174,133 63,558,387 2.0% 28 36,606 0.0% $1.608 2.0% 80% 29,285 85,413 0.0% $1.608 2.0% 95% 81,143 110,427 $177,615 64,829,555 2.0% 29 36,606 0.0% $1.641 2.0% 80% 29,285 85,413 0.0% $1.641 2.0% 95% 81,143 110,427 $181,168 66,126,146 2.0% 30 36,606 0.0% $1.673 2.0% 80% 29,285 85,413 0.0% $1.673 2.0% 95% 81,143 110,427 $184,791 67,448,669 2.0% 31 36,606 0.0% $1.707 2.0% 80% 29,285 85,413 0.0% $1.707 2.0% 95% 81,143 110,427 $188,487 68,797,643 2.0% 32 36,606 0.0% $1.741 2.0% 80% 29,285 85,413 0.0% $1.741 2.0% 95% 81,143 110,427 $192,256 70,173,595 2.0% 33 36,606 0.0% $1.776 2.0% 80% 29,285 85,413 0.0% $1.776 2.0% 95% 81,143 110,427 $196,102 71,577,067 2.0% 34 36,606 0.0% $1.811 2.0% 80% 29,285 85,413 0.0% $1.811 2.0% 95% 81,143 110,427 $200,024 73,008,609 2.0% 35 36,606 0.0% $1.848 2.0% 80% 29,285 85,413 0.0% $1.848 2.0% 95% 81,143 110,427 $204,024 74,468,781 2.0% 36 36,606 0.0% $1.885 2.0% 80% 29,285 85,413 0.0% $1.885 2.0% 95% 81,143 110,427 $208,105 75,958,156 2.0% 37 36,606 0.0% $1.922 2.0% 80% 29,285 85,413 0.0% $1.922 2.0% 95% 81,143 110,427 $212,267 77,477,320 2.0% 38 36,606 0.0% $1.961 2.0% 80% 29,285 85,413 0.0% $1.961 2.0% 95% 81,143 110,427 $216,512 79,026,866 2.0% 39 36,606 0.0% $2.000 2.0% 80% 29,285 85,413 0.0% $2.000 2.0% 95% 81,143 110,427 $220,842 80,607,403 2.0% 40 36,606 0.0% $2.040 2.0% 80% 29,285 85,413 0.0% $2.040 2.0% 95% 81,143 110,427 $225,259 82,219,551 2.0%

$2,096,153,503

* Revenues in first year of operation are discounted by 50% to account for contingencies and ramp-up.

7/18/2008 page 1 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 3A: Route 422 General Tolling (1% Growth Sensitivity) Conceptual Financial Capacity Analysis Projected Net Revenue Toll Operations TOTAL DSRF Investment ANNUAL GROSS Cost/ transaction Annual ANNUAL Earnings PROJECTED Year TOLL REVENUE 2.00% Expense EXPENSES 3.50% NET REVENUE

1 $ - 2 - 3 - - - 4 17,016,709 $0.250 (8,508,354) (8,508,354) - 8,508,354 5 35,061,227 $0.255 (8,765,307) (8,765,307) 841,387 27,137,307 6 36,120,076 $0.260 (9,030,019) (9,030,019) 841,387 27,931,444 7 37,210,902 $0.265 (9,302,726) (9,302,726) 841,387 28,749,563 8 38,334,672 $0.271 (9,583,668) (9,583,668) 841,387 29,592,390 9 39,492,379 $0.276 (9,873,095) (9,873,095) 841,387 30,460,671 10 40,685,049 $0.282 (10,171,262) (10,171,262) 841,387 31,355,173 11 41,913,737 $0.287 (10,478,434) (10,478,434) 841,387 32,276,689 12 43,179,532 $0.293 (10,794,883) (10,794,883) 841,387 33,226,036 13 44,483,554 $0.299 (11,120,888) (11,120,888) 841,387 34,204,052 14 45,826,957 $0.305 (11,456,739) (11,456,739) 841,387 35,211,604 15 47,210,931 $0.311 (11,802,733) (11,802,733) 841,387 36,249,585 16 48,636,701 $0.317 (12,159,175) (12,159,175) 841,387 37,318,913 17 50,105,530 $0.323 (12,526,382) (12,526,382) 841,387 38,420,534 18 51,618,717 $0.330 (12,904,679) (12,904,679) 841,387 39,555,424 19 53,177,602 $0.336 (13,294,400) (13,294,400) 841,387 40,724,588 20 54,783,565 $0.343 (13,695,891) (13,695,891) 841,387 41,929,061 21 56,438,029 $0.350 (14,109,507) (14,109,507) 841,387 43,169,908 22 57,566,790 $0.357 (14,391,697) (14,391,697) 841,387 44,016,479 23 58,718,125 $0.364 (14,679,531) (14,679,531) 841,387 44,879,981 24 59,892,488 $0.371 (14,973,122) (14,973,122) 841,387 45,760,753 25 61,090,338 $0.379 (15,272,584) (15,272,584) 841,387 46,659,140 26 62,312,145 $0.386 (15,578,036) (15,578,036) 841,387 47,575,495 27 63,558,387 $0.394 (15,889,597) (15,889,597) 841,387 48,510,177 28 64,829,555 $0.402 (16,207,389) (16,207,389) 841,387 49,463,553 29 66,126,146 $0.410 (16,531,537) (16,531,537) 841,387 50,435,996 30 67,448,669 $0.418 (16,862,167) (16,862,167) 841,387 51,427,889 31 68,797,643 $0.427 (17,199,411) (17,199,411) 841,387 52,439,619 32 70,173,595 $0.435 (17,543,399) (17,543,399) 841,387 53,471,583 33 71,577,067 $0.444 (17,894,267) (17,894,267) 841,387 54,524,187 34 73,008,609 $0.453 (18,252,152) (18,252,152) 841,387 55,597,843 35 74,468,781 $0.462 (18,617,195) (18,617,195) 841,387 56,692,972 36 75,958,156 $0.471 (18,989,539) (18,989,539) 841,387 57,810,004 37 77,477,320 $0.481 (19,369,330) (19,369,330) 841,387 58,949,376 38 79,026,866 $0.490 (19,756,716) (19,756,716) 841,387 60,111,536 39 80,607,403 $0.500 (20,151,851) (20,151,851) 841,387 61,296,939 40 82,219,551 $0.510 (20,554,888) (20,554,888) 841,387 62,506,050

$2,096,153,503 ($528,292,553) ($528,292,553) $30,289,920 $1,598,150,869

7/18/2008 page 2 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 3A: Route 422 General Tolling (1% Growth Sensitivity) Conceptual Financial Capacity Analysis Senior Debt Service

Senior Current Interest Bonds Senior Capital Appreciation Bonds Total Senior Net Available Principal Coupon Interest CIA Principal Coupon Interest Net D/S Debt Service Coverage Revenue

1 17,478,275 17,478,275 - - 2 17,478,275 17,478,275 - - 3 17,478,275 17,478,275 - - 4 17,478,275 17,478,275 - 8,508,354 5 5.75% 17,478,275 2,495,745 6.25% 899,255 3,395,000 20,873,275 1.30 x 6,264,032 6 5.75% 17,478,275 2,768,439 6.25% 1,236,561 4,005,000 21,483,275 1.30 x 6,448,169 7 5.75% 17,478,275 3,012,689 6.25% 1,622,311 4,635,000 22,113,275 1.30 x 6,636,288 8 5.75% 17,478,275 3,230,142 6.25% 2,054,858 5,285,000 22,763,275 1.30 x 6,829,115 9 5.75% 17,478,275 3,422,398 6.25% 2,532,602 5,955,000 23,433,275 1.30 x 7,027,396 10 5.75% 17,478,275 3,588,301 6.25% 3,051,699 6,640,000 24,118,275 1.30 x 7,236,898 11 5.75% 17,478,275 3,734,910 6.25% 3,615,090 7,350,000 24,828,275 1.30 x 7,448,414 12 5.75% 17,478,275 3,860,791 6.25% 4,219,209 8,080,000 25,558,275 1.30 x 7,667,761 13 5.75% 17,478,275 3,969,571 6.25% 4,865,429 8,835,000 26,313,275 1.30 x 7,890,777 14 5.75% 17,478,275 4,060,060 6.25% 5,549,940 9,610,000 27,088,275 1.30 x 8,123,329 15 5.75% 17,478,275 4,133,550 6.25% 6,271,450 10,405,000 27,883,275 1.30 x 8,366,310 16 5.75% 17,478,275 4,195,010 6.25% 7,034,990 11,230,000 28,708,275 1.30 x 8,610,638 17 5.75% 17,478,275 4,241,431 6.25% 7,833,569 12,075,000 29,553,275 1.30 x 8,867,259 18 5.75% 17,478,275 4,277,275 6.25% 8,672,725 12,950,000 30,428,275 1.30 x 9,127,149 19 5.75% 17,478,275 4,301,493 6.25% 9,548,507 13,850,000 31,328,275 1.30 x 9,396,313 20 5.75% 17,478,275 4,314,883 6.25% 10,460,117 14,775,000 32,253,275 1.30 x 9,675,786 21 5.75% 17,478,275 4,319,588 6.25% 11,410,412 15,730,000 33,208,275 1.30 x 9,961,633 22 5.75% 17,478,275 4,229,603 6.25% 12,150,397 16,380,000 33,858,275 1.30 x 10,158,204 23 5.75% 17,478,275 4,138,613 6.25% 12,906,387 17,045,000 34,523,275 1.30 x 10,356,706 24 5.75% 17,478,275 4,045,699 6.25% 13,674,301 17,720,000 35,198,275 1.30 x 10,562,478 25 5.75% 17,478,275 3,953,426 6.25% 14,461,574 18,415,000 35,893,275 1.30 x 10,765,865 26 5.75% 17,478,275 3,859,774 6.25% 15,260,226 19,120,000 36,598,275 1.30 x 10,977,220 27 5.75% 17,478,275 3,765,115 6.25% 16,069,885 19,835,000 37,313,275 1.30 x 11,196,902 28 5.75% 17,478,275 3,671,575 6.25% 16,898,425 20,570,000 38,048,275 1.30 x 11,415,278 29 5.75% 17,478,275 3,578,306 6.25% 17,741,694 21,320,000 38,798,275 1.30 x 11,637,721 30 5.75% 17,478,275 3,484,668 6.25% 18,595,332 22,080,000 39,558,275 1.30 x 11,869,614 31 5.75% 17,478,275 3,392,428 6.25% 19,467,572 22,860,000 40,338,275 1.30 x 12,101,344 32 23,655,000 5.75% 17,478,275 - 6.25% - - 41,133,275 1.30 x 12,338,308 33 25,825,000 5.75% 16,118,113 - 6.25% - - 41,943,113 1.30 x 12,581,075 34 28,135,000 5.75% 14,633,175 - 6.25% - - 42,768,175 1.30 x 12,829,668 35 30,595,000 5.75% 13,015,413 - 6.25% - - 43,610,413 1.30 x 13,082,560 36 33,215,000 5.75% 11,256,200 - 6.25% - - 44,471,200 1.30 x 13,338,804 *PV Residual 37 36,000,000 5.75% 9,346,338 - 6.25% - - 45,346,338 1.30 x 13,603,039 Revenues @ 38 38,965,000 5.75% 7,276,338 - 6.25% - - 46,241,338 1.30 x 13,870,199 5.75% 39 42,115,000 5.75% 5,035,850 - 6.25% - - 47,150,850 1.30 x 14,146,089 40 45,465,000 5.75% 2,614,238 - 6.25% - - 48,079,238 1.30 x 14,426,813 $113,709,401

$303,970,000 $638,600,463 $69,913,100 $102,045,483 $248,104,517 $350,150,000 $1,222,807,363 $375,343,507

Note: Revenue and coverage calculations do not include release of Debt Service Reserve Fund balance after debt is retired. * 5.75% is a general proxy for tax-exempt borrowing costs, not a calculated bond yield.

7/18/2008 page 3 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 3A: Route 422 General Tolling (1% Growth Sensitivity) Conceptual Financial Capacity Analysis

Sources and Uses of Funds Sources and Uses of Funds

Preliminary Cost Estimates Sources of Funds

Schuylkill River Crossing Project 125,000,000 61.6% Senior Current Interest Bonds $303,970,000 Tolling Infrastructure 10,000,000 20.7% Senior CABs 102,045,483 ROW - 12.2% PennDOT Grants 60,000,000 Related Improvements - 2.8% Earmarks 14,000,000 ASSUMED PROJECT COST 135,000,000 2.7% Investment Earnings 13,531,688 100.0% Total Sources $493,547,171

Uses of Funds

Project Costs $135,000,000 Contribution to General 422 Reconstruction * 50,000,000 Pre-Development Costs - Issuance Costs 10,150,387 Capitalized Interest 69,913,100 Debt Service Reserve Fund 24,039,619 Capital for Projects in Corridor 204,444,065 Total Uses $493,547,171

* Estimated contribution. Guidance from FHWA and PennDOT is needed to determine what portion of the $250 million currently programmed projects around Pottstown and other reconstruction projects on US 422 would need to be funded with toll revenue under a general tolling scenario.

7/18/2008 page 4 CONFIDENTIAL - FOR INTERNAL DISCUSSION ONLY

Option 3A: Route 422 General Tolling (1% Growth Sensitivity) Conceptual Financial Capacity Analysis Construction & Capitalized Interest Funds

Construction Fund Capitalized Interest Fund Construction Investment Investment Reserve Beginning Draws and Earnings @ Ending Beginning Interest Earnings Earnings Ending Months Balance Expenditures 3.00% Balance MONTHS Balance Payments 3.00% 3.50% Balance

0 $129,110,162 2,755,102 - 126,355,060 0 $62,271,250 - - - 62,271,250 3 126,355,060 5,510,204 947,663 121,792,519 6 62,271,250 8,739,138 934,069 420,693 54,886,874 6 121,792,519 8,265,306 913,444 114,440,657 12 54,886,874 8,739,138 823,303 420,693 47,391,733 9 114,440,657 11,020,408 858,305 104,278,553 18 47,391,733 8,739,138 710,876 420,693 39,784,165 12 104,278,553 13,775,510 782,089 91,285,132 24 39,784,165 8,739,138 596,762 420,693 32,062,484 15 91,285,132 16,530,612 684,638 75,439,158 30 32,062,484 8,739,138 480,937 420,693 24,224,977 18 75,439,158 19,285,714 565,794 56,719,238 36 24,224,977 8,739,138 363,375 420,693 16,269,907 21 56,719,238 16,530,612 425,394 40,614,020 42 16,269,907 8,739,138 244,049 420,693 8,195,511 24 40,614,020 13,775,510 304,605 27,143,115 48 8,195,511 8,739,138 122,933 420,693 - 27 27,143,115 11,020,408 203,573 16,326,280 54 30 16,326,280 8,265,306 122,447 8,183,421 60 33 8,183,421 5,510,204 61,376 2,734,593 36 2,734,593 2,755,102 20,509 - $69,913,100 $4,276,304 $3,365,547

$135,000,000 $5,889,838

7/18/2008 page 5