Minutes of Regular Board Meeting of Southeastern Pennsylvania Transportation Authority March 28, 2019

MINUTES OF REGULAR BOARD MEETING OF SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY MARCH 28, 2019

The Regular Meeting of the Board of the Southeastern Pennsylvania Transportation Authority was held on Thursday, March 28, 2019 at 3:00 PM, in the Board Room of the Authority, with the Chairman in the Chair.

Attending the meeting were the following Board Members:

Pasquale T. Deon, Sr., Chairman Thomas E. Babcock, Vice Chairman Joseph E. Brion, Esquire Michael A. Carroll, P.E. Robert D. Fox, Esquire Honorable Stewart J. Greenleaf Kevin L. Johnson, P.E. John I. Kane Obra S. Kernodle, IV Daniel J. Kubik Honorable Kenneth Lawrence William J. Leonard, Esquire Honorable Charles H. Martin

Present from the staff:

Jeffrey D. Knueppel - General Manager Richard G. Burnfield - Deputy General Manager/Treasurer Gino Benedetti, Esquire - General Counsel Stephen A. Jobs - Controller Carol R. Looby - Secretary Stephanie Deiger - AGM, Employee Development Relations Kim Scott Heinle - AGM, Customer Service Francis E. Kelly - AGM, Government & Public Affairs Robert L. Lund - AGM, Engineering, Maintenance & Construction Scott A. Sauer - AGM, Operations Thomas J. Nestel - Chief of Transit Police

Mr. Deon called the Regular Meeting of the Board to order. He said the Special Meeting, which was noticed, was cancelled.

Pledge of Allegiance was observed.

Mr. Deon announced that the Board met in Executive Session just prior to the meeting to discuss legal matters. He stated that if there were speakers who wished to address agenda items they would be called before the Board voted on the item and asked that they limit their remarks to two minutes. He said speakers wishing to address items not on the agenda would be called after the regular business of the Board was completed. Minutes of Regular Board Meeting March 28, 2019

Approval of Minutes

Mr. Deon entertained a Motion regarding the Minutes of the February 2 Sth Regular and Annual Board meeting, which had been circulated. Mr. Babcock moved, Mr. Kernodle seconded, and the Minutes were unanimously approved.

Financial Report

Mr. Burnfield reported that for the month of February revenue and subsidies were below budget by $800,000. He said expenses were under budget by $1. 2 million due to lower fringe benefit expenses.

Mr. Burnfield reported that for the month, there was a surplus of $400,000 and year-to-date there was a surplus of $9.3 million.

Mr. Deon entertained a Motion to adopt the Financial Report. Mr. Fox moved, Mr. Kernodle seconded and it was unanimously adopted.

The February Financial Report is received and filed and is attached to these Minutes as Exhibit "A."

Mr. Deon then called for speakers wishing to address agenda items. There was no response.

Consent Calendar

Mr. Deon then presented the Consent Calendar, which consisted of:

"Award of a Contract Pursuant to a Request for Proposals;"

"Memorandum of Agreement by and between SEPTA and the Fraternal Order of Transit Police;"

"Agreement with Independence Visitor Center Corporation related to Philadelphia Phlash Service;"

"Award of Ground Lease/Lease-Back Agreement with Republic Properties Corporation and PHL/Next Stage Medical LLC Joint Venture under a Finding of Special Opportunity for Redevelopment of Property Located at Powelton Yard;"

"Lease Agreement by SEPTA to the County of Delaware of 0.45 Miles of the Out-of-Service Part of the Octoraro Branch for Use as an Interim Recreational Trail to be known as the "Brandywine High Trail";"

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"Lease Agreement by SEPTA to the County of Bucks of 2. 54 Miles of the Out-of-Service Part of the Newtown Branch for Extending the Existing Pennypack Recreational Trail and Creation of the "Newtown Rail Trail";"

"Acquisition from Marcia Clyman and Michael /Ellen Dine of Permanent Easement on Two Parcels of Property Situated in Upper Darby Township, Delaware County, for Use in the Secane Station Improvement Project;"

"Lease to Joe Wade under Board Authorized Finding of Special Opportunity for Use and Occupancy of the Perkasie Railroad Station in the Borough of Perkasie, Bucks County;"

"Grant to PennDOT of a Permanent Easement and Temporary Easement Relating to the Construction and Widening of Ridge Road Adjacent to SEPTA's Bethlehem Branch in Perkasie Borough, Bucks County;"

"Authorization to Enter into Seven Individual Site Agreement which will Grant the Middletown Township Sewer Authority Underground Sanitary Sewer Pipeline Occupancies along Parts of SEPTA's West Chester Branch and Chester Creek Branch;"

"Authorization to Award Contracts for Various Procurements;"

"Award of Contracts for Sole Source Procurements;"

and

"Authorization to Execute Change Orders and Amendments;"

Mr. Deon noted that Item I.A.1., "Award of a Contract Pursuant to a Request for Proposals to Krapf Transit, Inc.," was revised and that copie~ of the revised Resolution were provided to the Board. He also noted that Item I I. A. 8. , "Lease by SEPTA to Steam Bar, L.L.C. of Approximately 795.75 Combined Square Feet of Ground Upon the Inactive Newtown Branch Railroad Right-of-Way in Upper Southampton, Bucks County," was withdrawn from the agenda. Mr. Deon stated that all of the remaining items on the Consent Calendar were reviewed by the appropriate Board Committees in public session.

Mr. Deon then entertained a Motion to adopt the Resolutions. Commissioner Lawrence moved, Mr. Kernodle seconded and the following Resolutions were unanimously adopted, with Mr. Brion abstaining on Item I.A.1.

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I.A. AWARD OF A CONTRACT PURSUANT TO A REQUEST FOR PROPOSALS

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

WHEREAS, SEPTA staff has requested that the General Manager recommend that the Board authorize the award of the contract to the firm listed below because said firm was the successful proposer in the area for which the request for proposals was issued; and

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

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to award subject to the following conditions and the General Manager to execute the fallowing contract, in form approved by the Office of General Counsel, subject to the concurrence of the funding agencies, if required, and contingent upon and subject to the proposers satisfactorily meeting all requirements of the terms and conditions of the relevant request for proposals, including the provision of any required insurance certificates and full compliance with any applicable Disadvantaged Business Enterprise (DBE) requirements:

1. To PFM Financial Advisors, LLC, for the provision of financial advising services to the Authority including, but not limited to, assistance in developing financial strategies for capital acquisitions, technical analysis of financial products, municipal market analysis, bondholder negotiations and other technical assistance, with services to be performed on an "as needed" basis over a period of five years scheduled to commence on April 1, 2019, as described in the staff summary on this subject, for a total contract amount not to exceed $ 60 0, 0 0 0, Request for Proposals No. 18-00241-AHAC Financial Advisory Services.

2. To Krapf Transit, Inc., for the operation of Route 204 bus service, which operates between the Eagleview and Paoli Regional Rail Station serving Lionville and Exton West Chester University and 69-t-fi Street Terminal, for a total contract amount not to exceed $4,142,144."

II.A.1. MEMORANDUM OF AGREEMENT BY AND BETWEEN SEPTA AND THE FRATERNAL ORDER OF TRANSIT POLICE

"WHEREAS, negotiations between representatives of SEPTA and the Fraternal Order of Transit Police ("Union") have resulted in a proposed Memorandum of Agreement which governs the terms and

4 Minutes of Regular Board Meeting March 28, 2019 conditions of employment of the bargaining unit employees whom the Union represents; and

WHEREAS, the appropriate members of the Union have ratified the Memorandum of Agreement; and

WHEREAS, SEPTA staff has communicated to the Board the terms of the proposed Memorandum of Agreement and the terms are summarized within the pertinent staff summary; and

WHEREAS, the General Manager recommended that the Board approve and ratify the proposed Memorandum of Agreement.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby approves and ratifies the proposed Memorandum of Agreement by and between SEPTA and the Fraternal Order of Transit Police which governs the terms and conditions of employment of the bargaining unit employees whom the Union represents.

FURTHER RESOLVED, that the Board hereby authorizes the General Manager or his designee and other proper off ice rs of SEPTA to take all necessary and proper action including, but not limited to, amending agreements with the providers of medical, prescription and dental benefits and life insurance, in order to implement the terms and conditions of the Memorandum of Agreement and to do all other acts necessary and proper to effectuate this Resolution."

II.A.2. AGREEMENT WITH INDEPENDENCE VISITOR CENTER CORPORATION RELATED TO PHILADELPHIA PHLASH SERVICE

"WHEREAS, for the past few years SEPTA recognized the need for public transit service during the tourist season that would connect center city Philadelphia (including SEPTA's Jefferson Station and Suburban Station), Please Touch Museum and Philadelphia Zoo; and

WHEREAS, SEPTA also recognized that SEPTA's establishing such a route would be very expensive; and

WHEREAS, from 2009 through 2013 the Board authorized SEPTA to enter into agreements with Central Philadelphia Transportation Management Association ( "CPTMA") whereby CPTMA would extend its Philadelphia Phlash bus route ( "Phlash") from center city Philadelphia to the Please Touch Museum and Philadelphia Zoo; and

WHEREAS, since 2014 the Independence Visitor Center Corporation ("IVCC") has been the current operator of the Phlash service; and

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WHEREAS, the service was so successful in prior years that management wishes to renew the service during the 2019 tourist season; and

WHEREAS, IVCC offered to operate the Phlash service from center city Philadelphia to Please Touch Museum and Philadelphia Zoo under the same terms by which it provided the service in 2018; and

WHEREAS, SEPTA will pay to IVCC an amount not to exceed $250, 000 for the service which is scheduled to run effective between March 28, 2019 and December 30, 2019; and

WHEREAS, in return IVCC will accept as fares valid TransPasses, Trail Passes, Cross County Passes, Independence Passes and KEYcards for unlimited rides (between 10:00 am - 6:00 pm) seven days a week from May 1, 2019 through Labor Day (September 2, 2019) and from November 29, 2019 through December 30, 2019, and on Fridays, Saturdays, and Sundays from March 28, 2019 through April 28, 2019 and September 6, 2019 through November 24, 2019; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to enter into the agreement with IVCC for the operation of Phlash service under the terms and conditions that are set forth above and more fully described in the pertinent staff summary; and

WHEREAS, the General Manager made the recommendation to the Board.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to enter into the agreement with Independence Visitor Center Corporation for the operation of service on the Philadelphia Phlash bus route as described within the pertinent staff summary.

II.A.3. AWARD OF GROUND LEASE/LEASE-BACK AGREEMENT WITH REPUBLIC PROPERTIES CORPORATION AND PHL/NEXT STAGE MEDICAL LLC JOINT VENTURE UNDER A FINDING OF SPECIAL OPPORTUNITY FOR REDEVELOPMENT OF PROPERTY LOCATED AT POWELTON YARD

"WHEREAS, SEPTA solicited proposals for the redevelopment of a portion of the SEPTA-owned Powelton Yard that will be used for a 90,000 100,000 square foot multi-level specialty medical production and off ice building, which will also include

6 Minutes of Regular Board Meeting March 28, 2019 reconstruction of SEPTA' s existing railroad crew quarters and employee parking lot ("Project"); and

WHEREAS, the developer will enter into a ground lease agreement for the property development, and a lease-back agreement for SEPTA's use of 6,000 square feet for the railroad crew quarters/reporting location; and

WHEREAS, the selected developer will be responsible for all private development aspects of the Project and the necessary improvements to the facility, and the proposed lease would provide for unrestricted ingress and egress across and upon the land, as well as access to fifty ( 50) parking spaces that the developer shall dedicate to the Authority for the exclusive use by SEPTA's employees and agents; and

WHEREAS, the Project offering included recurring lease payments to SEPTA based upon a fair market valuation, as well as consideration of offsets in the form of a lease-back from the developer to SEPTA for occupying newly constructed crew quarters/reporting location facilities and dedicated on-site employee parking within the planned improvements; and

WHEREAS, pursuant to Section 1741 (a) (24) of SEPTA enabling act, the Public Transportation Law, the Authority may determine a finding of special opportunity ( "FOSO") with respect to prospective real estate related matters; and

WHEREAS, FOSO's are exempt from the competitive bidding process in favor of solicitation via a Request for Proposals (RFP), which allows for the negotiation of terms and conditions of the transaction; and

WHEREAS, on January 25, 2018 the Board approved a FOSO thereby authorizing SEPTA to publically solicit an RFP for the development of the Project; and

WHEREAS, on August 8, 2018 an RFP for the Project was publically solicited; and

WHEREAS, of the two proposals received, the Technical Evaluation Committee (TEC) on the RFP found only the proposal submitted by Republic Properties Corporation & PHL/Next Stage Medical LLC Joint Venture (collectively, "RPC/PHL") to be deemed "acceptable"; and

WHEREAS, at the end of the negotiation process, the Best and Final Offer (BAFO) received from RPC/PHL was determined to be fully responsive and responsible to the RFP requirements, and providing the most advantageous off er to SEPTA; and

WHEREAS, it is anticipated that SEPTA will receive income

7 Minutes of Regular Board Meeting March 28, 2019 based upon the fair-market value appraisal of the property and will reciprocate as rental income credits to the developer for its continued use and occupancy of the newly constructed crew quarters/reporting location and dedicated parking spaces; and

WHEREAS, SEPTA may elect to receive (i) an upfront lump sum payment of $2,800,000 payable at the completion of initial construction of the building and receipt of a certificate of occupancy which is expected to be two years, or (ii) $182, 000 annually for the duration of the lease term; and

WHEREAS, if required, SEPTA will obtain the concurrence of the Federal Transportation Administration ( "FTA") to in enter into the proposed ground lease, lease-back and joint development agreement as contemplated hereunder; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to enter into the proposed ground lease, lease-back and joint development agreement with RPC/PHL for the Project, scheduled to commence on November 1, 2019, for a total contract amount not to exceed $2,800,000, under such terms and conditions as set forth above and more fully described in the pertinent staff summary; and

WHEREAS, the General Manager made the recommendation to the Board.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby approves the award of the ground lease, lease-back and development agreement with Republic Properties Corporation and PHL/Next Stage Medical LLC Joint Venture for the subject property at Powel ton Yard, under the terms and conditions as set forth within the pertinent staff summary.

II.A.4. LEASE AGREEMENT BY SEPTA TO THE COUNTY OF DELAWARE OF 0.45 MILES OF THE OUT-OF-SERVICE PART OF THE OCTORARO BRANCH FOR USE AS AN INTERIM RECREATIONAL TRAIL TO BE KNOWN AS THE "BRANDYWINE HIGH TRAIL"

"WHEREAS, SEPTA owns the railroad right-of-way that is known as the Octoraro Branch (Line Code No. 1253) which is located between Chester Heights Borough in Delaware County and Pennsbury Township in Chester County; and

WHEREAS, at present SEPTA does not operate commuter rail service on this segment of the branch; and

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WHEREAS, the County of Delaware ("County") recently requested SEPTA to enter into a lease agreement ("Lease") for the inactive southern portion of the Octoraro Branch from Milepost 26.47 +/- at Creek Road to Milepost 26.92 +/- at the south abutment of the Brandywine Creek Bridge ("Demised Premises"), to be used as an interim pedestrian and bicycle recreational trail for the general public, to be known as the "Brandywine High Trail"; and

WHEREAS, in addition thereto, SEPTA will also lease to the County two other portions of the Octoraro Branch as part of the Demised Premises approximately 7 50 feet + /- east of Creek Road and 2, 4 67 feet + /- east of Creek Road, to permit the trail to cross SEPTA's right-of-way and connect to the existing Wyeth Loop Trail in Chadds Ford Township, Delaware County; and

WHEREAS, the Engineering, Maintenance and Construction ( EM&C) Di vision had no objection to either the proposed improvements or the County's interim use of the railroad right of-way as a recreational trail; and

WHEREAS, under the proposed Lease, SEPTA may recapture the Demised Premises for either the railroad and/ or other public transit purposes; and

WHEREAS, the County shall be responsible for all maintenance of the Demised Premises; and

WHEREAS, the County will also be afforded a period of five ( 5) years in which to enter into a sublease agreement with the Brandywine Conservancy and Museum of Art ("Conservancy") with SEPTA's approval; and

WHEREAS, the term of the Lease shall be 30 years commencing and running concurrently with the date of the execution of the sublease agreement between the County and Conservancy, for nominal consideration; and

WHEREAS, SEPTA shall be responsible, at its sole cost and expense, for any/all Public Utility Commission (PUC) approvals regarding the proposed trail and will retain all salvage rights to any/all tracks and related materials; and

WHEREAS, the County shall be responsible, at its sole cost and expense, for obtaining any/all other necessary approvals for the proposed trail; and

WHEREAS, in the event of a challenge to SEPTA's legal title to the Demised Premises by any third party, SEPTA agrees to defend any such challenge at its sole cost and expense; and

WHEREAS, if required, SEPTA will obtain any necessary

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Federal Transit Administration (FTA) concurrence of the transaction contemplated hereunder; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to enter into the proposed Lease with the County for the Demised Premise under the terms and conditions set forth above and more fully described in the pertinent staff summary; and

WHEREAS, the General Manager made the recommendation.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to enter into the proposed lease agreement with the County of Delaware for (i) the establishment and use of the proposed Brandywine High Trail from Milepost 26.47 +/- to Milepost 26.92 +/- on the out-of-service segment of the Octoraro Branch, and (ii) the two surface portions at approximately 7 50 + /- feet and 2, 4 67 + /- feet east of Creek Road, for nominal consideration, under the terms set forth within the pertinent staff summary.

II.A.5. LEASE AGREEMENT BY SEPTA TO THE COUNTY OF BUCKS OF 2.54 MILES OF THE OUT-OF-SERVICE PART OF THE NEWTOWN BRANCH FOR EXTENDING THE EXISTING PENNYPACK RECREATIONAL TRAIL AND CREATION OF THE "NEWTOWN RAIL TRAIL"

"WHEREAS, SEPTA owns the railroad right-of-way that is collectively named the Fox Chase/Newtown Branch ("Newtown Branchu) (Line Code No. 0325) which is located between the City of Philadelphia (Milepost 9.67) and the Borough of Newtown (Milepost 26.25); and

WHEREAS, at present commuter rail service on the Newtown Branch terminates at Fox Chase Passenger Station, and north of Fox Chase Passenger Station the right-of-way is out-of-service; and

WHEREAS, by authorization of the Board on March 27, 2008 and December 19, 2013, SEPTA entered into a lease agreement and first amendment thereto with Montgomery County for nominal consideration, whereby SEPTA leases to said county a total of 6. 37 miles of the surface of the Newtown Branch starting at Milepost 11. 5 9 on the border of the Borough of Rockledge, then through Lorimer Park in Abington Township and proceeding up to Milepost 1 7. 94 in Lower Moreland Township just south of County Line Road, for use as an interim trail for recreational purposes

10 Minutes of Regular Board Meeting March 28, 2019 such as, but not limited to, bicycling, walking, jogging, rollerblading and cross country skiing by the general public ("Pennypack Trail"); and

WHEREAS, by authorization of the Board on March 23, 2017, SEPTA entered into a lease agreement with the City of Philadelphia which extended the existing Pennypack Trail southward for a distance of 0. 39 miles from Milepost 11. 59 to Milepost 11.20 at the northerly edge of Rhawn Street; and

WHEREAS, the County of Bucks ("County") has requested that SEPTA enter into a lease agreement ("Lease") for the surface, and only to the extent needed, to construct a trail on the subsurface of the non-operating portion of the Newtown Branch between County Line Road at Milepost 17. 95 +/- and Bristol Road at Milepost 20. 49 +/- ("Demised Premise"), thereby extending the existing Pennypack Trail in Philadelphia and Montgomery Counties into Bucks County, to be known as the "Newtown Rail Trail"; and

WHEREAS, the term of the proposed Lease would be for a term of 30 years along with two ( 2) 10-year options, for nominal consideration; and

WHEREAS, as with the existing Pennypack Trail, with respect to the proposed extension thereof between Milepost 17.95 +/- and Milepost 20.49 +/-, the County intends to construct and maintain thereon a contiguous interim trail for the same recreational purposes as stated above; and

WHEREAS, all design and construction shall be borne by the County subject to SEPTA's review and approval; and

WHEREAS, SEPTA shall be responsible for the removal of all rail material excluding ties, which shall be the responsibility of the County, and stockpile them at a location to be chosen by SEPTA; and

WHEREAS, the County shall also be responsible for the inspection and routine maintenance of all bridges, culverts, overpasses, underpasses, embankments, drainage ditches, stone fills, retaining wall signs and fences; and

WHEREAS, the Engineering, Maintenance and Construction (EM&C) Di vision had no objection to either the proposed improvements or the County's interim use of the additional segment of the railroad right-of-way as a recreational trail; and

WHEREAS, under the proposed Lease, SEPTA may recapture the Demised Premises for railroad and/or other public transit purposes; and

WHEREAS, the County shall be responsible for all maintenance

11 Minutes of Regular Board Meeting March 28, 2019 of the Demised Premises; and

WHEREAS, the County shall be responsible, at its sole cost and expense, for obtaining any/all other necessary approvals for the proposed Newtown Rail Trail; and

WHEREAS, in the event of a challenge to SEPTA's legal title to the Demised Premises by any third party, SEPTA agrees to defend any such challenge at its sole cost and expense; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to enter into the proposed Lease with the County under the terms and conditions set forth above and more fully described in the pertinent staff summary; and

WHEREAS, the General Manager made the recommendation.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to enter into the proposed lease agreement with the County of Bucks to extend the Pennypack Trail and establish the Newtown Rail Trail from Milepost 17.95 +/- to Milepost 20.49 + /- on the out-of-service segment of the Newtown Branch, for nominal consideration, under the terms set forth within the pertinent staff summary.

II.A.6. ACQUISITION FROM MARCIA CLYMAN AND MICHAEL/ELLEN DINE OF PERMANENT EASEMENTS ON TWO PARCELS OF PROPERTY SITUATED IN UPPER DARBY TOWNSHIP, DELAWARE COUNTY, FOR USE IN THE SECANE STATION IMPROVEMENT PROJECT

"WHEREAS, Secane Passenger Station was acquired by SEPTA from Consolidated Rail Corporation (Conrail) by deed dated March 30, 1979, and is located on SEPTA' s Media/Elwyn Regional Rail Di vision (RRD) Line adjacent to Providence Road between Bishop and North Avenues in Upper Darby Township ("Townshipu), Delaware County; and

WHEREAS, SEPTA intends to construct a new station and parking lot at Secane as part of the Secane Station Improvement Project ("Projectu); and

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WHEREAS, in order to meet the Township's traffic flow requirements for construction of the outbound parking lot, SEPTA must provide an entrance for vehicular access to the lot from Bishop Avenue and an entrance/exit to the lot from North Avenue; and

WHEREAS, on December 20, 2008 the Board approved the acquisition of property owned by James Malik located at 325 North Avenue and the proposed through driveway connection between Bishop Avenue and North Avenue in the Township; and

WHEREAS, to complete construction of the proposed driveway connection, SEPTA must acquire two permanent easements over small portions of the properties located at 4 00 South Bishop Avenue owned by Marcia Clyman ("Clyman") and 4 04 South Bishop Avenue owned by Michael and Ellen Dine (collectively "Dine"); and

WHEREAS, the easements will be used for the proposed new driveway connection through the outbound parking lot from Bishop Avenue (enter only) to North Avenue (enter/exit), which will enable SEPTA to satisfy the Township's traffic flow requirements; and

WHEREAS, a SEPTA-commissioned independent appraisal determined that the current fair market value of the Clyman parcel (as of November 21, 2018) is $24, 140, which was supported by a subsequent review appraisal; and

WHEREAS, a SEPTA-commissioned independent appraisal determined that the current fair market value of the Dine parcel (as of November 21, 2018) is $ 2 0, 0 60, which was supported by a subsequent review appraisal; and

WHEREAS, subject to Board approval, both Clyman and Dine have accepted SEPTA's offer of the foregoing fair market valuations; and

WHEREAS, SEPTA will also be responsible for payment of the customary charges incidental to the acquisition of the subject easements, such as closing costs and recording fees; and

WHEREAS, acquisition of the easements are crucial for the culmination of the Project and will greatly enhance SEPTA's future development of the Station; and

WHEREAS, if required, SEPTA will obtain the concurrence of the Federal Transportation Administration ( "FTA") in acquiring the easements; and

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

13 Minutes of Regular Board Meeting March 28, 2019 condemnation the two easements for a combined fair market value or estimated just compensation capped at $ 4 4, 2 0 0, under such terms and conditions as set forth above and more fully described in the pertinent staff summary; and

WHEREAS, the General Manager made the recommendation to the Board.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to purchase from Marcia Clyman and Michael/Ellen Dine in lieu of condemnation or, if not successful, to acquire by condemnation the permanent easements in the parcels of property located at 400 and 404 South Bishop Avenue in Upper Darby Township, under such terms as set forth within the pertinent staff summary, for a fair market value or estimated just compensations of $24, 140 and $20, 060, respectively, and costs that are incidental to the acquisition of real estate.

FURTHER RESOLVED, that the Board hereby authorizes the General Manager or his designee to execute all documents, in form approved by the Office of General Counsel, and to do any and all other things as shall be deemed necessary and proper in order to effectuate the purpose of this Resolution." II.A.7. LEASE TO JOE WADE UNDER BOARD AUTHORIZED FINDING OF SPECIAL OPPORTUNITY FOR USE AND OCCUPANCY OF THE PERKASIE RAILROAD STATION IN THE BOROUGH OF PERKASIE, BUCKS COUNTY

"WHEREAS, SEPTA'S Perkasie Station ("Station") was built in 18 92 by the Reading Railroad on the Bethlehem Branch and is located near Milepost 34.75 at 50 South 7th Street in the Borough of Perkasie ("Borough"), Bucks County, and has been inactive for revenue service since 1984, but is utilized for freight operations; and

WHEREAS, the Station building is comprised of approximately 1,377 usable square feet and a total site of approximately 18,000 square feet, which includes 15 parking spaces; and

WHEREAS, SEPTA had leased the Station to Roger Styles (d/b/a Imblues Company) since 1981 as part of SEPTA's Lease and Maintain Program, who vacated the Station on September 30, 2017; and

WHEREAS, pursuant to Section 1741 (a) ( 2 4) of SEPTA enabling act, the Public Transportation Law, the Authority may determine a finding of special opportunity ( "FOSO") with respect to prospective real estate related matters; and

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WHEREAS, it was essential for SEPTA to take a qualitative approach to the selection of a new tenant for the Station that evaluates the experience, financial ability and proposed usage as is compatible with the direction of the Borough's ongoing town renewal; and

WHEREAS, on December 15, 2016 the Board approved a FOSO thereby authorizing SEPTA to publically solicit an RFP for the lease of the Station; and

WHEREAS, on October 2, 2017 an RFP was publically solicited to obtain a tenant to renovate, operate and manage the Station under a lease having a base term of ten years with two 5-year options; and

WHEREAS, of the two proposals received, the Technical Evaluation Committee (TEC) on the RFP found only the proposal submitted by Joe Wade to be deemed acceptable; and

WHEREAS, at the end of the negotiation process, a Best and Final Offer (BAFO) was received from Joe Wade; and

WHEREAS, it is anticipated that SEPTA will save $561,850 for the cost of capital reconstruction and $6, 000 annually towards the obligations of ongoing maintenance of the Station through rental abatements and credits, and receive $152,673.40 in revenue over the total 2 0-year term (including options) of the proposed lease agreement; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to enter into the proposed lease agreement with Joe Wade for the Perkasie Railroad Station under such terms and conditions as set forth above and more fully described in the pertinent staff summary; and

WHEREAS, the General Manager made the recommendation to the Board.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby approves the lease of the Perkasie Railroad Station to Joe Wade under the terms and conditions as set forth within the pertinent staff summary.

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II .A. 8. LEASE BY SEPTA TO STEAM BAR, L. L. C. OF APPROXIMl'.. TELY 795. 75 COMBINED SQUARE FEET OF GROUND UPON THE INACTIVE NEW'l'OWN BR.'\NCH R."'J.ILROAD RIGHT OF WAY IN UPPER SOUTHAMPTON, BUCKS COUNTY

"WHEREAS, SEPTA owns tracks of land known collectively as the Fox Chase/Newtown Branch that includes the part that is located north of Fox Chase Station in which no train service currently operates ("Newtown Branch"); and

WHERE1'1S, Steam Bar, L. L. C. ("Steam Bar") mms and operates the Steam Pub restaurant located at 606 2 00 Street Pike, on land which is adj a cent to SEPT.7\' s railroad right of way at Milepost 18.87 on the inactive Newtown Branch in Upper Southampton, Bucks County; and

WHEREAS, Steam Bar has requested SEPTA to lease them approEimately 7 8 7. 7 5 square feet of vacant ground within the subject right of way with the intent of using the ground for placement of a raised outdoor dining deck, along with separate areas ( 8. 0 square feet) to accommodate hosting of two HW\C units in connection with its Steam Pub restaurant business (collectively, "Demised Premises"); and

WHERK7\S, the Real Estate Department determined that SEPTA could proceed to negotiate with Steam Bar as a sole source because the location of the Demised Premises is only accessible to the Steam Pub restaurant property; and

WHEREI11S, the term of the proposed lease agreement is ten years along with ten 1 year options, at the initial annual base rental of $3,582 (payable at $298.50 per month), and will increase at the rate of two percent ( 2 %) effective the second year and thereafter; and

WHEREAS, the proposed lease agreement will represent potential revenues to SEPTA totaling $39, 221. 90 over the ma2dmum 10 year term; and

WHEREAS, SEPTA will retain continuing control of the property by virtue of 30 day termination and recapture provisions; and

WHERK7\S, the Federal Transit Pidministration has concurred with the proposed lease agreement; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to enter into the proposed lease agreement with Steam Bar for the Demised Premises under such terms and conditions as set forth above and more fully described in the pertinent staff summary; and

WHERK1\S, the General Manager made the recommendation.

16 Minutes of Regular Board Meeting March 28, 2019

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPT~ to enter into the proposed lease agreement with Steam Bar, L.L.C. for the Demised Premises totaling 795.75 square feet of ground consistent with the terms and conditions set forth within the pertinent staff summary.

FURTHER RESOLVED, that the Board hereby authorizes the General Manager or his designee to execute all documents, in form approved by the Office of General Counsel, and to do any and all other things as shall be deemed necessary and proper in order to effectuate the purpose of this Resolution." II.A.9. GRANT TO PENNDOT OF A PERMANENT EASEMENT AND TEMPORARY EASEMENT RELATING TO THE CONSTRUCTION AND WIDENING OF RIDGE ROAD ADJACENT TO SEPTA'S BETHLEHEM BRANCH IN PERKASIE BOROUGH, BUCKS COUNTY

"WHEREAS, SEPTA acquired the railroad right-of-way collectively named the Bethlehem Branch from Consolidated Rail Corporation by deed dated March 30, 1979, which is located between the Fern Rock section of the City of Philadelphia and the City of Bethlehem, Lehigh County; and

WHEREAS, at present commuter rail service on the Bethlehem Branch terminates at Lansdale Passenger Station; and

WHEREAS, the Department of Transportation of the Commonweal th of Pennsylvania ("Penn DOT") has approached SEPTA about acquiring a permanent easement consisting of approximately 1, 600 square feet on a portion of the Bethlehem Branch surface lands located above the Perkasie Tunnel railroad right-of-way near Mile Post 36.25, to allow construction of a deceleration and turning lane ("Improvements") on Ridge Road 500 feet east of Tunnel Road ("Project") in Perkasie Borough, Bucks County; and

WHEREAS, as part of the Project SEPTA will also grant PennDOT a temporary construction easement consisting of 1, 278 square feet of railroad land above the Perkasie Tunnel for the purpose of allowing PennDOT to perform grading and other work in connection with the Improvements to Ridge Road; and

WHEREAS, the compensation for the easement as determined by a PennDOT-approved fair market appraisal is a valuation of $2,000 for the permanent easement and $100 for the temporary construction easement, which will be paid to SEPTA within 90 days of execution of the easement agreements; and

WHEREAS, if required, SEPTA will obtain any necessary Federal Transit Administration (FTA) concurrence of the transaction contemplated hereunder; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to grant to PennDOT the permanent

17 Minutes of Regular Board Meeting March 28, 2019 easement and the temporary construction easement on portions of SEPTA's Bethlehem Branch property near Mile Post 36.25 in Perkasie Borough, Bucks County, in connection with the Project, under the terms and conditions as set forth above and more fully described in the pertinent staff summary; and

WHEREAS, the General Manager made the recommendation to the Board.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to grant and convey to the Department of Transportation of the Commonwealth of Pennsylvania permanent and temporary construction easement rights for the purpose of the proposed widening of Ridge Road, under the terms and conditions set forth within the pertinent staff summary.

FURTHER RESOLVED, that the Board hereby authorizes the General Manager or his designee to execute all documents, in form approved by the Office of General Counsel, and to do any and all other things as shall be deemed necessary and proper in order to effectuate the purpose of this Resolution." II.A.10. AUTHORIZATION TO ENTER INTO SEVEN INDIVIDUAL SITE AGREEMENTS WHICH WILL GRANT THE MIDDLETOWN TOWNSHIP SEWER AUTHORITY UNDERGROUND SANITARY SEWER PIPELINE OCCUPANCIES ALONG PARTS OF SEPTA'S WEST CHESTER BRANCH AND CHESTER CREEK BRANCH

"WHEREAS, SEPTA owns the railroad right-of-ways of the West Chester Branch and Chester Creek Branch that are located in Delaware County; and

WHEREAS, the Middletown Township Sewer Authority ("MTSA") is in the process of installing a sanitary sewer system in Middletown Township and Aston Township which will serve surrounding communities, as well as SEPTA' s Wawa Train Station being built as part of the Elwyn to Wawa Service Restoration Project; and

WHEREAS, on February 27, 2014, the Board authorized SEPTA to enter into a Master Sewer Pipeline Agreement ("Master Agreement") whereby SEPTA would grant to the MTSA a non-exclusive license to an approximately five-mile segment of the West Chester Branch and the inactive Chester Creek Branch right-of-ways between Middletown Township and Aston Township, for construction of a sanitary sewer line; and

WHEREAS, on April 6, 2017, SEPTA and the MTSA entered into the Master Agreement which encompasses all existing and future sanitary sewer pipeline occupations, and specifically delineates protocol for any and all such occupations; and

WHEREAS, any individual site agreements between SEPTA and the MTSA entered into pursuant to the Master Agreement will

18 Minutes of Regular Board Meeting March 28, 2019 collectively terminate 29. 5 years from the date of the Master Agreement (October 2046), and contain an option to renew for an additional 29.5 years in accordance with the process set forth in the Master Agreement; and

WHEREAS, the MTSA will require that SEPTA grant seven individual site agreements only for the actual portions of the West Chester Branch and Chester Creek Branch containing the pipeline occupancies; and

WHEREAS, pursuant to the Master Agreement, the MTSA has the option to pay SEPTA (either in annual installments or up-front) a lump sum amount for the site agreements; and

WHEREAS, at this time the MTSA has elected to pay SEPTA in annual installments for its proposed occupations, which will result in an annual rate increase based upon the Consumer Price Index (CPI); and

WHEREAS, under the first year of the individual site agreements the annual revenue to SEPTA will be $6,054.56 collectively, with an annual increase for each year thereafter based upon the CPI; and

WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to enter into the proposed seven individual site agreements with the MTSA covering underground sanitary sewer pipeline occupancies along on SEPTA's West Chester Branch and Chester Creek Branch, under such terms and conditions set forth above more specifically described in the pertinent staff summary; and WHEREAS, the General Manager made the recommendation.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to enter into the proposed seven individual site agreements with the Middletown Township Sewer Authority pursuant to the Master Sewer Pipeline Agreement between the parties of April 6, 2017, under the terms set forth within the pertinent staff summary.

II.B. AUTHORIZATION TO AWARD CONTRACTS FOR VARIOUS PROCUREMENTS

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

19 Minutes of Regular Board Meeting March 28, 2019

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

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

WHEREAS, the General Manager made the recommendation to the Board.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby Authorizes SEPTA to award and for the General Manager or his designee to execute the contracts identified below in form approved by the Office of General Counsel, subject to and contingent upon the concurrence of the funding agencies, if required, and contingent upon and subject to the vendors satisfactorily meeting all requirements of the bid terms and specifications, including full compliance with any applicable Disadvantaged Business Enterprise requirements:

1. To CBM US, Inc. , for the purchase of 7 0 0 brake anchor plates to be used in the general maintenance of SEPTA' s bus fleets, at a unit price of $251. 25, with delivery of material over a period of seven months commencing in June 2019, as described in the staff summary on this subject, for a total contract amount not to exceed $175, 875, Sealed Bid No. 19-00001- ABRV - Brake Anchor Plate.

2. To Cummins, Inc. d/b/ a Cummins Sales and Service, for Item Nos. 1 and 2, for the purchase of 85 engine kits (with cores) to be used at Berridge Shop for the FY2020 New Flyer Bus vehicle overhaul (VOH) campaign, at unit prices of $18,010.74 and $2,900, respectively, with delivery of material on an "as required" basis over a period of 12 months commencing in May 2019, as described in the staff summary on this subject, for a total contract amount not to exceed $1,777,412.90, Sealed Bid No. 19-00017-AAHC - Cummins Engine Kit (Core)."

II.C. AWARD OF CONTRACTS FOR SOLE SOURCE PROCUREMENTS

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

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

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to award and the General Manager or his designee to execute the contracts identified below, in form approved by the Office of General Counsel, subject to the concurrence of the

20 Minutes of Regular Board Meeting March 28, 2019

funding agencies, if required, and contingent upon and subject to the vendor/contractor satisfactorily providing any required bonds, insurance certificates and/or other documents, and complying with any applicable Disadvantaged Business Enterprise requirements:

1. To Ansaldo STS USA, Inc., for the purchase of 105 time element relays and adapter bases and 210 bolts needed for the replacement of older mechanical relays which are no longer supported at interlocking locations on the Regional Rail Division, at negotiated unit prices of $2, 303. 70, $616. 65 and $36.93, respectively, with delivery of material expected to be completed by December 2019, as described in the staff summary on this subject, for a total contract amount not to exceed $285,727.05, Sole Source No. 19-00037-ADIM Ansaldo Relays, Adapter Bases and Bolts.

2. To Tactical Public Safety, LLC, for the purchase of radio dispatch consoles (Harris Mang System Equipment) to update the current consoles requires by the SEPTA Transit Police Department to interface with the City of Philadelphia's Police Department, with delivery of equipment expected to be completed by May 2019, as described in the staff summary on this subject, for a total contract amount not exceed $ 64, 314, Sole Source No. 19-00043-ADIM Radio Dispatch Consoles Harris Mang System Equipment."

II.D. AUTHORIZATION TO EXECUTE CHANGE ORDERS AND AMENDMENTS

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

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

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

1. To ABC Construction Co., Inc., for Change Order No. 1, which provides for additional general construction work on the Tulpehocken Station Utility Improvement Project, at an increase in cost not to exceed $59,404, bringing the total contract price, including this change order, to an amended contract amount not to exceed $393,923.

2. To Case Foundation Company, for Change Order No. 2, which provides for adjustment of the scope of work in the Down

21 Minutes of Regular Board Meeting March 28, 2019

Guy and Catenary Foundations - West to Arsenal Project, at an increase in cost not to exceed $991, 706, bringing the total contract amount, including all change orders to date, to an amended contract amount not to exceed $4,165,235, provided that with the Board's approval of this change order, the Board authorizes the resetting of prior authorized cumulative change order amount to zero dollars ($0) and the establishment of a new cumulative change order threshold of 10% or $500,000, pursuant to the Resolution adopted by the Board on May 22, 2008, which Resolution authorized a "Delegation of Authority for Change Orders, Amendments and Assignments."

3. To All Railroad Services Corp., for Change Order No. 1, which provides for changes due to apparent design errors and omissions on the Signal/Communications Cable and Wood Pole Removal Norristown Regional Rail Line Project, at an increase in cost not to exceed $38,902, bringing the total contract amount, including this change order, to an amended contract amount not to exceed $183,302.

4. To United Rentals (North America), for Change Order No. 4, which provides for additional rentals under SEPTA's contract for the leasing of vehicles and equipment due to unforeseen conditions in augmentation of the existing fleet, at an increase in cost not to exceed $96,500, bringing the total contract price, including all change orders to date, to an amended contract amount not to exceed $1,029,800.

5. CapTech Ventures, Inc., for Amendment No. 1, which provides for additional development, programming and work for future projects under SEPTA' s contract for general information technology consultant (GITC) services, at an increase in cost not to exceed $600,000, bringing the total contract price, including this amendment, to an amended contract amount not to exceed $3,600,000."

Mr. Deon then called for speakers.

Speakers

Bob Sechler

Mr. Sechler introduced himself and read directly from a letter, which he submitted and is attached to the original Minutes as Exhibit "B."

Mr. Deon thanked Mr. Sechler for attending the meeting and for his comments.

22 Minutes of Regular Board Meeting March 28, 2019

Daniel Trubman

Mr. Trubman introduced himself as a member of 5th Square. He read directly from a letter dated March 28th, which he submitted and is attached to the original Minutes as Exhibit "C".

Mr. Knueppel informed Mr. Trubman that staff had been working very aggressively on the bus ridership issue. He added that they were working very closely with the City of Philadelphia and would be moving forward on this issue. Mr. Trubman then asked when people would expect the MOU to be signed. Mr. Knueppel said staff would meet with Mr. Trubman to discuss the matter further following the meeting.

Kelvin Carrington

Mr. Carrington stated that he was present at the meeting to say something nice. He then thanked the Assistant General Manager of Operations, Scott Sauer, for his continued assistance and efforts in attempting to solve his bus stop problem.

Mr. Deon thanked Mr. Carrington.

Presentation of Award to Jeanne Sides

Mr. Deon announced that it was his distinct honor to introduce a special guest, Jeanne Sides. Ms. Sides joined Chief Nestel at the podium for the presentation.

Chief Nestel mentioned that he began his policing career in 1982 and that one of his classmates was Tom Sewell, Jeanne's husband. He said that on March 12, 1989, Sergeant Sewell responded to the Victory Yard in response to a trespassing call. Sergeant Sewell found the trespasser, and during the investigation of him, the trespasser had repeatedly stabbed the Sergeant. Chief Nestel said Sergeant Sewell had fought valiantly and courageously, and although he died, so did his attacker.

Chief Nestel said that Sergeant Sewell was remembered every day at the Transit Police and that on this 3Qth anniversary, a portrait was done by Police Officer Johnny Castro of the Philadelphia Police Department's Graphic Arts Unit. The Chief then presented Ms. Sides with the portrait.

Mr. Deon thanked Ms. Sides for her husband's service and sacrifice. He said the community and the entire region was forever grateful for Sergeant Sewell and her family.

Report of General Manager

Mr. Knueppel stated that much has changed here at SEPTA since 1999. He said that despite serious challenges, the last two

23 Minutes of Regular Board Meeting March 28, 2019 decades have been an exciting and transformative time for SEPTA. He said the Chairman's leadership has made this all possible. Mr. Knueppel said it was his honor to congratulate the Chairman on an unprecedented 20 years as the Chairman of the SEPTA Board.

Mr. Knueppel stated that as a member of SEPTA's senior management throughout the Chairman's entire tenure, including the last four as General Manager, he has had the distinct pleasure of working closely with him during an era of unparalleled accomplishment for the Authority. He mentioned that Mr. Deon has brought a business approach to running SEPTA, while making sure that safety and customer service came first and thanks to his leadership, SEPTA has a well-earned reputation as a good steward of the funds received from taxpayers and the fare-paying customers.

Mr. Knueppel commented that Mr. Deon was a tireless advocate for public transportation, promoting its value throughout our region and the Commonwealth of Pennsylvania. He said his leadership was critical in the passage of Acts 44 and 89, which has provided dedicated funding for public transportation throughout the state. Mr. Knueppel stated that as you know, we were embarking on another fight to ensure these resources would be available for SEPTA to meet the needs of future generations. He said it was reassuring to know that the Chairman was in our corner with the bell about to ring.

Mr. Knueppel stated that as someone who has spent most of his career on the engineering and building side here at SEPTA, he has seen up-close the strides that have made under the Chairman's leadership. He stated that during Mr. Deon's time as Board Chairman, SEPTA has guided more than $4 billion in capital investments, with SEPTA being seen as an industry-wide leader for its efforts to make strategic investments in its most critical infrastructure.

Mr. Knueppel stated that on behalf of the customers and the communities we serve, investments such as, the reconstruction of the Market-Frankford El, implementation of positive train control on Regional Rail, procurement of the largest green bus fleet in the nation, procurement of new railcars and locomotives, and the Rebuilding the System Capital Program to bring our infrastructure to a state of good repair has made SEPTA a safer, more accessible and more efficient agency that was able to meet the needs of our growing region.

Mr. Knueppel stated that the SEPTA renaissance that has occurred during the Chairman's tenure has been transformative. He commented that SEPTA was now widely seen as an industry leader and model transit system not only in Pennsylvania but across the country.

24 Minutes of Regular Board Meeting March 28, 2019

Mr. Knueppel then thanked Chairman Deon for his service to the Authority and to the region as a whole. He said it was an honor to work with him, and he looked forward to the accomplishments that were still to come.

Mr. Knueppel informed Mr. Deon that he would like to ask the Vice Chairman to make some remarks. Mr. Babcock thanked Mr. Knueppel. He then congratulated Mr. Deon on his 2 0 years as Chairman. He said it was an honor for him personally to serve on the Board with Chairman Deon for 19 of those years.

Mr. Babcock stated that during the Chairman's tenure, he has successfully balanced the needs and interests of the diverse service area, and proved time and again that we were worthy of the public trust and good stewards of their investment.

Mr. Babcock announced that there were several people who would like to offer their congratulations. He then recognized some very special guests who were present at the meeting, the Chairman's family, his wife Carlene, son PT and daughter Chloe. He said that working alongside Mr. Deon, he has seen first-hand how much time he dedicates to his duties as Chairman. He noted that this was only possible with the support of a loving and understanding family. He then thanked Mr. Deon's family.

Mr. Babcock said it was his honor to introduce Pennsylvania Secretary of Transportation, and former SEPTA Board Member, Leslie Richards.

Secretary Richards stated that it was also an honor for her to be present on behalf of Governor Tom Wolf to thank Chairman Deon for all that he has done for Pennsylvania over the past decades. She said he was a true champion for transportation.

Secretary Richards remarked that it was an honor to personally work with the Chairman, and to work with him closely when she sat on the SEPTA Board and during the time of the U.S. Open and when the Authority won the APTA award, of which she stated she was very proud.

Secretary Richards stated that as she traveled the State, SEPTA was a true standout, and that as she traveled the country, SEPTA was a true standout as one of the very best. She said she was very proud to have SEPTA in our State and to work with Chairman Deon. She commented that she also worked with him on the Turnpike Commission Board.

Secretary Richards stated that she was very pleased to attend with a Proclamation signed by the Governor in appreciation of the Chairman's leadership and what he has accomplished. She concluded by congratulating him and stated that she hopes to have many more years together in transportation here in the State of

25 Minutes of Regular Board Meeting March 28, 2019

Pennsylvania.

Vice Chairman Babcock thanked Secretary Richards and then introduced State Senator Thomas Killion.

Senator Killion stated that he was happy to be present and that he had the privilege of serving on the SEPTA Board over five years. He stated that he was appointed to the Board in 1999 when Mr. Deon was named Chairman and that they have been friends for the past 20 years.

Senator Killion said he was present on behalf of the Legislature, both the House and the Senate, to present two Resolutions for what the Chairman has accomplished. He mentioned that all 54 transit systems in Pennsylvania has benefited by the Chairman's leadership in Act 44.

Senator Killion closed by wishing Chairman Deon the best of luck in his future and he thanked the Deon family for sharing the Chairman with everyone and the people of Pennsylvania.

Vice Chairman Babcock thanked Senator Killion for his years of unwavering support of SEPTA. He then asked Board Member Michael Carroll for remarks and greetings from Mayor Kenney.

Mr. Carroll stated that it was his honor and privilege to present to the Chairman a tribute from the Mayor of the City of Philadelphia, on behalf of the Mayor's administration and the City of Philadelphia. He said it was a small testament to Chairman Deon's commitment and dedication. Mr. Carroll stated that during the short time that he has served on the Board, he has known the Chairman to be very straightforward about everything that the Board has worked on. He mentioned that even though the City and SEPTA has not always been in agreement on matters, he said there has always been a dialogue to a path forward to a resolution.

Mr. Carroll concluded by stating that the Chairman was an honest broker for SEPTA, for the region and that it was a privilege to honor him with this tribute. He said he looked forward to more service with the Chairman in the years to come.

Vice Chairman thanked Mr. Carroll. He stated that the Chairman was highly respected by the past and present members of this Board and the Authority. He said that Mr. Deon has been the Chairman for 2 0 of SEPTA' s 5 5 years, and said it has been an unparalleled era of accomplishment and growth for the Authority. Mr. Babcock stated that the Board has had challenges, but it was amazing when you consider how far we have come under your leadership.

Vice Chairman Babcock stated that in the year before Mr.

26 Minutes of Regular Board Meeting March 28, 2019

Deon became Chairman, SEPTA had a $75 million operating deficit. He remarked that in the 19 years since, we have operated with balanced budgets, with the Chairman's mandate to run SEPTA like a business while still serving the public's interest. He stated that SEPTA service was the backbone of this region and plays an important role in the lives of millions of people and because of the Chairman's leadership, SEPTA was stronger, safer, more efficient, and ready to meet the needs of the riders today and for generations to come.

Vice Chairman Babcock stated that in recognition of all the Chairman's hard work and leadership, and on behalf of the Board, it was his honor to announce that this room will forever be known as the Pasquale T. Deon, Sr. Board Room. He then congratulated Mr. Deon on a richly deserved honor.

Chairman Deon stated that he was humbled and honored by the naming and the many words of wisdom and appreciation from the Board. He said it was an honor for him to serve on the Board and to serve as Board Chairman over the years. He acknowledged the great staff and the many general managers that have served while he had been on the Board. Chairman Deon then thanked the 9,500 employees for their commitment and efforts.

Chairman Deon closed by thanking everyone for the award and that he was honored to have his wife and children in attendance.

Adjournment

There being no further business to come before the Board at this Regular Meeting, it was moved by Mr. Kane seconded by Mr. Kernodle, and unanimously adopted that the meeting be adjourned at 3:30 PM.

Carol R. Looby Secretary

27 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY

FINANCIAL REPORT

FEBRUARY 2019

For Period Ended February 23, 2019

March 12, 2019

trj @ H t;d H ""'3

:i:: FINANCIAL REPORT - FEBRUARY 2019

COMMENTARY

Summary of Financial Results and Commentary

GROUP 1 - CONSOLIDATED OPERATIO NS

( 1.1) Consolidating Statement of Income - (YTD) (1.2) Consolidating Statement of Revenue and Expense - (YTD) (1.3) Consolidating Statement oflncome - (One Month) (1.4) Consolidating Statement of Revenue and Expense - (One Month)

GROUP 2 - CITY TRANSIT DIVISION

(2.1) Comparative Statement of Income (2.2) Detail Income Statement - (One Month) (2.3) Detail Income Statement - (YTD)

GROUP 3 - VICTORY DIVISION

(3 .1) Comparative Statement of Income (3.2) Detail Income Statement - (One Month) (3.3) Detail Income Statement - (YTD)

GROUP 4 - FRONTIER DIVISION

(4.1) Comparative Statement oflncome (4.2) Detail Income Statement - (One Month) (4.3) Detail Income Statement - (YTD)

GROUP 5 - REGIONAL RAIL DIVISION

(5.1) Comparative Statement of Income (5.2) Detail Income Statement - (One Month) (5.3) Detail Income Statement - (YTD) FINANCIAL REPORT - FEBRUARY 2019

COMMENTARY

Summary of Financial Results and Commentary SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FEBRUARY AND YEAR-TO-DATE RESULTS OF OPERATIONS

SUMMARY The following is a summary of Divisional operating results (i.e. deficit before operating subsidies) and consolidated results after subsidies for February and the eight-month period then ended. The results are compared to the Fiscal Year 2019 budget and to the prior year results in the accompanying financial statements. (IN THOUSANDS) EIGHT MONTHS DIVISION MONTH OF FEBRUARY ENDED FEBRUARY 2019 2018 2019 2018

City Transit $ (43,966) $ (39,493) $ (381,866) $ (378,058) Victory (6,441) (5,746) (48,887) (46,862) Frontier (2,073) (2,065) (18,092) (17,716) Regional Rail (15,936) (13,555) (136,054) (132,528) Total Deficit Before Subsidies (68,416) (60,859) (584,899) (575, 164) Operating Subsidies 68,831 61,113 594,222 584,254 Surplus/(Deficit) After Subsidies 415 254 9,323 9,090 Unrealized Investment Gain/(Loss) 171 (281) 399 (891) Surplus/(Deficit) after Investment Gain/(Loss) $ 586 $ (27) $ 9,722 $ 8,199

The surplus after subsidies for the month of February was $415 thousand and the cumulative surplus for the eight months was $9.3 million. Passenger revenue for the month was $1.4 million (or 3.7%) lower than budget. Passenger revenue for the eight months of Fiscal 2019 was $6.3 million (or 2.1 %) lower than budget. Shared Ride Program revenue was $202 thousand lower than budget for the month of February and was $802 thousand (or 7.4%) lower than budget for February year-to-date. Operating expenses for the month of February were $1.3 million lower than budget. For the eight month period, operating expenses were $12.8 million (or 1.4%) lower than budget. - 1 - SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FEBRUARY AND YEAR-TO-DATE RESULTS OF OPERATIONS

DIVISIONAL COMMENTARY ON FEBRUARY AND YEAR-TO-DATE RESULTS

CITY TRANSIT DIVISION The Division's operations for February resulted in a deficit before subsidies of $44.0 million for the month and a year to-date deficit before subsidies of $381.9 million, which is 3.6% lower than budget. Passenger revenue for the month of February was $896 thousand (or 3.8%) lower than budget. For the eight months of Fiscal 2019 total passenger revenue was $2.4 million (or 1.3%) lower than budget. Shared Ride Program revenue for February year-to-date was $802 thousand (or 7.4%) lower than budget. Operating expenses for the eight-month period were lower than budget. For the eight months of the fiscal year, the operating surplus after subsidies was $6.5 million.

VICTORY DIVISION The Division's operations for February resulted in a deficit before subsidies of $6.4 million bringing the cumulative deficit before subsidies for the eight months of the fiscal year to $48.9 million, which is 2.3% higher than budget. Passenger revenue for February was $89 thousand (or 4.5%) lower than budget, and for the eight months of Fiscal 2019 was $410 thousand (or 2.6%) higher than budget. Operating expenses for the eight-month period were higher than budget. For the eight months of the fiscal year, the operating surplus after subsidies was $870 thousand.

- 2 - SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FEBRUARY AND YEAR-TO-DATE RESULTS OF OPERATIONS

FRONTIER DIVISION Operations for the month of February resulted in a deficit before subsidies of $2.1 million bringing the cumulative deficit before subsidies for the eight months of the fiscal year to $18.1 million, which is 0.9% higher than budget. Passenger revenue for February was $23 thousand (or 4.7%) lower than budget, and for the eight months of Fiscal 2019 was $36 thousand (or 0.8%) lower than budget. Operating expenses for the eight-month period were lower than budget. For the eight months of the fiscal year, the operating surplus after subsidies was $313 thousand.

REGIONAL RAIL DIVISION Operations for the month of February resulted in a deficit before subsidies of $15.9 million bringing the cumulative deficit before subsidies for the eight-month period to $136.1 million, which is 4.0% higher than budget. Passenger revenue for February was $392 thousand (or 3.3%) lower than budget, and for the eight months of Fiscal 2019 passenger revenue was $4.3 million (or 4.4%) lower than budget. Operating expenses for the eight-month period were higher than budget. For the eight months of the fiscal year, the operating surplus after subsidies was $1.7 million.

- 3 - FINANCIAL REPORT - FEBRUARY 2019

GROUP 1 - CONSOLIDATED OPERATIONS

(1.1) Consolidating Statement oflncome - (YTD) (1.2) Consolidating Statement of Revenue and Expense - (YTD) ( 1.3) Consolidating Statement of Income - (One Month) (1.4) Consolidating Statement of Revenue and Expense - (One Month) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CONSOLIDATING STATEMENT OF INCOME EIGHT MONTHS ENDED FEBRUARY 23, 2019

(THOUSANDS)

CITY REGIONAL BUDGET VARIANCE TRANSIT VICTORY FRONTIER RAIL TOTAL BUDGET DIVISION DIVISION DIVISION DIVISION SEPTA AMOUNT AMOUNT PERCENT

OPERATING REVENUES

Passenger Revenue $ 185, 127 $ 16,373 $ 4,241 $ 92,713 $ 298,454 $ 304,795 $ (6,341) (2.08) Other Operating Revenue 17 ,401 1,991 516 9,680 29,588 27,319 2,269 8.31

Sub-Total - Operating Revenue 202,528 18,364 4,757 102,393 328,042 332, 114 (4,072) (1.23) Shared Ride Program 10,104 - - 10,104 10,906 (802) (7.35)

TOTAL REVENUE AVAILABLE FOR OPERATIONS 212,632 18,364 4,757 102,393 338, 146 343,020 (4,874) (1.42)

OPERATING EXPENSES 594,498 67,251 22,849 238,447 923,045 935,825 12,780 1.37

DEFICIT BEFORE SUBSIDIES (381,866) (48,887) (18,092) (136,054) (584,899) (592,805) 7,906 1.33

OPERATING SUBSIDIES 388,327 49,757 18,405 137,733 594,222 592,805 - 1,417 0.24

SURPLUS AFTER SUBSIDIES $ 6,461 $ 870 $ 313 $ 1,679 $ 9,323 $ $ 9,323 Unrealized Investment Gain/(Loss) 199 8 1 191 399 - 399 SURPLUS AFTER INVESTMENT GAIN/(LOSS} $ 6,660 $ 878 $ 314 $ 1,870 $ 9,722 $ - $ 9,722

Page1.1 3/12/19 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CONSOLIDATING STATEMENT OF ~EVENUESAND EXPENSES EIGHT MONTHS ENDED FEBRUARY 23, 2019

(THOUSANDS)

CITY TRANSIT VICTORY FRONTIER REGIONAL RAIL DIVISION DIVISION DIVISION DIVISION TOTAL SEPTA

OPERATING REVENUES BUDGET ACTUAL BUDGET ACTUAL BUDGET ACTUAL BUDGET ACTUAL BUDGET ACTUAL

Passenger Revenue $ 187,567 $ 185,127 $ 15,963 $ 16,373 $ 4,277 $ 4,241 $ 96,988 $ 92,713 $ 304,795 $ 298,454 Shared Ride Program 10,906 10,104 . . . . 10,906 10, 104 Investment Income 875 1,284 42 59 10 18 854 1,063 1,781 2,424 Other Income 14,694 16, 117 1,608 1,932 500 498 8,736 8,617 25,538 ~164

TOTAL OPERATING REVENUE 214,042 212,632 17,613 18,364 4,787 4,757 106,578 102,393 343,020 ~146

OPERATING EXPENSES

Labor, including Paid Absences 281,227 274,251 30,786 32,502 12,222 12,116 92,934 96,013 417,169 414,882 Fringe Benefits 184,240 173,169 17,033 17,756 5,740 5,995 50,311 48,076 257,324 244,996 Material & Services 100,291 100,570 13,413 12,950 2,924 2,839 73,312 74,552 189,940 190,911 Injuries & Damages 14,270 12,809 698 626 272 251 3,450 2,996 18,690 16,682 Propulsion Power 7,850 7,581 820 813 . . 12,421 11,908 21,091 20,302 Fixed Rent 2,417 2,813 115 134 40 43 1,304 869 3,876 3,859 Fuel 14,680 13,852 2,373 2,321 1,633 1,570 416 294 19,102 18,037 Depreciation 9,826 9,453 148 149 32 35 3,227 3,739 13,233 13,376 Budget Reduction (4,600) . . . . . (4,600) TOTAL OPERATING EXPENSES 610,201 594,498 65,386 67,251 22,863 22,849 237,375 238,447 935,825 ~045

DEFICIT BEFORE SUBSIDIES (396,159) (381,866) (47,773) (48,887) (18,076) (18,092) (130,797) (136,054) (592,805) (584,899)

OPERATING SUBSIDIES

Federal 17,008 16,604 2,075 2,180 767 788 3,929 4,207 23,779 23,779 State 317,251 306,746 39,661 41,295 14,663 14,929 75,071 79,676 446,646 442,646 Local 47,588 46,012 5,949 6,194 2,199 2,239 11,261 11,952 66,997 66,397 Lease Cost/Debt Service 18,096 18,096 88 88 23 23 39,400 40,764 57,607 58,971 Other-Route Guarantees 816 869 424 426 1,136 1,134 2,376 2,429 State and Local Budget Reduction (4,600) (4,600) TOTAL SUBSIDIES 396, 159 388,327 47,773 49,757 18,076 18,405 130,797 - 137,733 592,805 594,222

SURPLUS AFTER SUBSIDIES $ $ 6,461 $ $ 870 $ $ 313 $ $ 1,679 $ $ 9,323 Unrealized Investment Gain/(Loss) 199 8 1 191 399 SURPLUS AFTER INVESTMENT GAIN/( LOSS) $ . $ 6,660 $ ! 878 $ . $ 314 $ . $ 1,870 $ $ 9,722

Page 1.2 3/12/19 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CONSOLIDATING STATEMENT OF INCOME ONE MONTH ENDED FEBRUARY 23, 2019

(THOUSANDS)

CITY REGIONAL BUDGET VARIANCE TRANSIT VICTORY FRONTIER RAIL TOTAL BUDGET DIVISION DIVISION DIVISION DIVISION SEPTA AMOUNT AMOUNT PERCENT

OPERATING REVENUES

Passenger Revenue $ 22,862 $ 1,884 $ 468 $ 11,452 $ 36,666 $ 38,066 $ (1,400) (3.68) Other Operating Revenue 2,270 270 77 1,169 3,786 3,345 441 13.18

Sub-Total - Operating Revenue 25,132 2,154 545 12,621 40,452 41,411 (959) (2.32) Shared Ride Program 1,081 - - - 1,081 1,283 (202) (15.74)

TOTAL REVENUE AVAILABLE FOR OPERATIONS 26,213 2,154 545 12,621 41,533 42,694 (1, 161) (2.72)

OPERATING EXPENSES 70,179 8,595 2,618 28,557 109,949 111,220 1,271 1.14

DEFICIT BEFORE SUBSIDIES (43,966) (6,441) (2,073) (15,936) (68,416) (68,526) 110 0.16 OPERATING SUBSIDIES 44,998 6,594 2,123 15, 116 68,831 68,526 - 305 0.45 SURPLUS AFTER SUBSIDIES $ 1,032 $ 153 $ 50 $ (820) $ 415 $ - $ 415 Unrealized Investment Gain/(Loss) 131 4 - 36 171 171 SURPLUS AFTER INVESTMENT GAIN/(LOSS) $ 1,163 $ 157 $ 50 $ (784) $ 586 $ - $ 586

Page 1.3 3/12/19 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CONSOLIDATING STATEMENT OF REVENUES AND EXPENSES ONE MONTH ENDED FEBRUARY 23, 2019

(THOUSANDS)

CITY TRANSIT VICTORY FRONTIER REGIONAL RAIL DIVISION DIVISION DIVISION DIVISION TOTAL SEPTA

OPERATING REVENUES BUDGET ACTUAL BUDGET ACTUAL BUDGET ACTUAL BUDGET ACTUAL BUDGET ACTUAL

Passenger Revenue $ 23,758 $ 22,862 $ 1,973 1,884 491 $ 468 $ 11,844 $ 11,452 $ 38,066 $ 36,666 Shared Ride Program 1,283 1,081 ...... 1,283 1,081 Investment Income 106 160 5 5 1 1 91 118 203 284 Other Income 1,846 2,110 199 265 63 76 1,034 1,051 3,142 ___ 3,502

TOTAL OPERATING REVENUE 26,993 26,213 2,177 2,154 555 545 12,969 12,621 42,694 __ 4_1,533

OPERATING EXPENSES

Labor, including Paid Absences 33,324 32,013 3,618 4,027 1,429 1,428 11,040 12,026 49,411 49,494 Fringe Benefits 21,858 19,958 2,026 2,344 683 622 7,117 5,459 31,684 28,383 Material & Services 13,471 13,620 1,796 1,772 362 372 9,531 9,031 25,160 24,795 Injuries & Damages 1,679 218 82 10 32 11 422 (32) 2,215 207 Propulsion Power 1, 101 1,070 122 118 . . 1,565 1,492 2,788 2,680 Fixed Rent 387 555 14 18 5 6 106 111 512 690 Fuel 1,842 1,560 296 278 206 174 49 18 2,393 2,030 Depreciation 1,228 1,185 19 28 4 5 406 452 1,657 1,670 Budget Reduction (4,600) . -. . . . . (4,600) TOTAL OPERATING EXPENSES 70,290 70,179 7,973 __ 8_,595 2,721 2,618 30,236 28,557 111,220 109,949

DEFICIT BEFORE SUBSIDIES (43,297) (43,966) (5,796) (6,441) (2,166) (2,073) (17,267) (15,936) (68,526) (68,416)

OPERATING SUBSIDIES

Federal 2,031 2,044 251 305 92 96 536 465 2,910 2,910 State 37,868 35,328 4,812 5,459 1,755 1,714 10,232 8,166 54,667 50,667 Local 5,681 5,299 722 819 263 257 1,535 1,226 8,201 7,601 Lease Cost/Debt Service 2,215 2,215 11 11 3 3 4,822 5,117 7,051 7,346 Other-Route Guarantees 102 112 . . 53 53 142 142 297 307 State and Local Budget Reduction (4,600) ...... (4,600) TOTAL SUBSIDIES 43,297 44,998 5,796 6,594 2,166 2,123 17,267 15, 116 68,526 - 68,831

SURPLUS AFTER SUBSIDIES $ $ 1,032 $ . $ 153 $ . $ 50 $ . $ (820) $ $ 415 Unrealized Investment Gain/(Loss) . 131 . 4 . . . 36 171 SURPLUS AFTER INVESTMENT GAIN/(LOSS) $ . _$__ 1,163 $ . $ 157 $ . $ 50 $ . $ (784) $ $ 586

Page 1.4 3/12/19 FINANCIAL REPORT - FEBRUARY 2019

GROUP 2 - CITY TRANSIT DIVISION

(2.1) Comparative Statement of Income (2.2) Detail Income Statement - (One Month) (2.3) Detail Income Statement - (YTD) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CITY TRANSIT DIVISION COMPARATIVE STATEMENT OF INCOME PERIOD ENDED FEBRUARY 23, 2019

(THOUSANDS)

ONE MONTH ENDED FEBRUARY 23, 2019 EIGHT MONTHS ENDED FEBRUARY 23, 2019 THIS YEAR -- LAST YEAR THIS YEAR LAST YEAR ACTUAL ACTUAL ACTUAL ACTUAL BETTER/ BETTER/ BETTER/ BETTER/ BUDGET ACTUAL (WORSE) ACTUAL (WORSE) BUDGET ACTUAL (WORSE) ACTUAL (WORSE) AMOUNT AMOUNT BUDGET% AMOUNT LAST YEAR% AMOUNT AMOUNT BUDGET% AMOUNT LAST YEAR% OPERATING REVENUES $ 23,758 $ 22,862 (3.77) $ 23,301 (1.88) Passenger Revenue $ 187,567 $ 185,127 (1.30) $ 183,907 0.66 1,952 2,270 16.29 1,804 25.83 Other Operating Revenue 15,569 17,401 11.77 15,054 15.59 25,710 25, 132 (2.25) 25, 105 0.11 Sub-Total - Operating Revenue 203,136 202,528 (0.30) 198,961 1.79

1,283 1,081 (15.74) 1,223 (11.61) Shared Ride Program 10,906 10,104 (7.35) 10,835 (6 75)

26,993 26,213 (2.89) 26,328 (0.44) TOTAL REVENUE AVAILABLE FOR OPERATIONS 214,042 212,632 (0.66) 209,796 1.35

74,890 70,179 6.29 65,821 (6.62) OPERATING EXPENSES 610,201 594,498 2.57 587,854 (1.13) (47,897)-- (43,966) 8.21 (39,493) (11.33) DEFICIT BEFORE SUBSIDIES (396,159) (381,866) 3.61 (378,058) (1 01)

47,897 44,998 (6.05) 39,210 14.76 OPERATING SUBSIDIES 396, 159 388,327 (1.98) 384,526 0 99

1,032 (283) SURPLUS/(DEFICIT) AFTER SUBSIDIES 6,461 6.468

(134) Unrealized Investment Gain/(Loss) 199 (511) 131 -- ~ $ $ 1,163 $ (417) SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS $ $ 6,660 $ 5,957

5,010 4,844 (3.31) 4,822 0.46 TOTAL VEHICLE MILES 41,539 41,023 (1.24) 40,638 0.95 407 356 (12.53) 355 0.28 SHARED RIDE PROGRAM IN ABOVE 3,338 3,011 (9.80) 3,129 (3.77)

13,445 12,339 (8.23) 13,066 (5 56) REVENUE PASSENGER JOURNEYS 106,285 101,735 (4.28) 105,360 (3.44) 50 42 (16.00) 45 (6.67) SHARED RIDE PROGRAM IN ABOVE 412 377 (8.50) 400 (5.75)

Page 2.1 3/1212019 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CITY TRANSIT DIVISION DETAIL INCOME STATEMENT ONE MONTH ENDED FEBRUARY 23, 2019

(THOUSANDS)

THIS YEAR ACTUAL THIS YEAR THIS YEAR ACTUAL LAST YEAR BETTER (WORSE) LAST YEAR BUDGET ACTUAL BETTER (WORSE) BUDGET AMOUNT AMOUNT % AMOUNT AMOUNT AMOUNT --- % OPERATING REVENUES $ 23,301 $ (439) (1.88) Passenger Revenue $ 23,758 $ 22,862 $ (896) (3.77) 137 23 16.79 Investment Income 106 160 54 50.94 1,667 443 - 26.57 Other Income 1,846 2, 110 264 14.30 25,105 27 0.11 SUB-TOTAL 25,710 25, 132 (578) (2.25) ~ (142) (11.61) Shared Ride Program 1,283 1,081 (202) (15.74) 26,328 (115) (0.44) TOTAL REVENUE AVAILABLE FOR OPERATIONS 26,993 26,213 (780) (2.89)

OPERATING EXPENSES 50,281 (1,690) (3.36) Labor & Fringe Benefits 55, 182 51,971 3,211 5.82 9,863 (3,757) (38.09) Material & Services 13,471 13,620 (149) (1.11) 1,742 1,524 87.49 Injuries & Damages 1,679 218 1,461 87.02 1,121 51 4.55 Propulsion Power 1, 101 1,070 31 2.82 279 (276) (98.92) Fixed Rent 387 555 (168) (43.41) 1,374 (186) (13.54) Fuel 1,842 1,560 282 15.31 1,161 (24) (2.07) Depreciation 1,228 1, 185 43 3.50 Budget Reduction (4,600) (4,600) 65,821 (4,358) __ (6.62) TOTAL OPERATING EXPENSES 74,890 70,179 4,711 6.29

(39,493) (4.473) (11.33) DEFICIT BEFORE SUBSIDIES (47,897) __J43,966) 3,931 8.21

OPERATING SUBSIDIES 1,966 78 3.97 Federal 2,031 2,044 13 0.64 30,527 4,801 15.73 State 37,868 35,328 (2,540) (6.71) 4,579 720 15.72 Local 5,681 5,299 (382) (6.72) 2,032 183 9 01 Lease Cost/Debt Service 2,215 2,215 106 6 5.66 Other - Route Guarantees 102 112 10 9 80 State and Local Budget Reduction (4,600) 4,600 --··- 39,210 5,788 14.76 TOTAL OPERATING SUBSIDIES 47,897 44,998 (2,899) (6.05)

(283) 1,315 SURPLUS/(DEFICIT) AFTER SUBSIDIES 1,032 1,032

(134) 265 Unrealized Investment Gain/(Loss) 131 131

$ (417) $ 1,580 SURPLUS/(DEFICIT) After Investment Gain/(Loss) $ $ 1,163 $ 1,163

Page 2.2 3/12/2019 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CITY TRANSIT DIVISION DETAIL INCOME STATEMENT EIGHT MONTHS ENDED FEBRUARY 23. 2019

(THOUSANDS)

THIS YEAR ACTUAL THIS YEAR THIS YEAR ACTUAL LAST YEAR BETTER (WORSE) LAST YEAR BUDGET ACTUAL BETTER (WORSE) BUDGET AMOUNT AMOUNT % AMOUNT AMOUNT AMOUNT %

OPERATING REVENUES $ 183,907 $ 1,220 0.66 Passenger Revenue $ 187,567 $ 185, 127 $ (2,440) (130) 951 333 35.02 Investment Income 875 1,284 409 46.74 ---14,103 2,014 14.28 Other Income 14,694 16, 117 1,423 9.68 198,961 3,567 1.79 SUB-TOTAL 203,136 202,528 (608) (0.30) 10,835 (731) (6.75) Shared Ride Program 10,906 10, 104 (802) (7.35) 209,796 2,836 1.35 TOTAL REVENUE AVAILABLE FOR OPERATIONS 214,042 212,632 _(1,410) (0.66)

OPERATING EXPENSES 446,609 (811) (0.18) Labor & Fringe Benefits 465,467 447,420 18,047 3.88 94,999 (5,571) (5.86) Material & Services 100,291 100,570 (279) (0.28) 14,928 2,119 14.19 Injuries & Damages 14,270 12,809 1,461 10.24 7,675 94 1.22 Propulsion Power 7,850 7,581 269 3.43 2,352 (461) (19.60) Fixed Rent 2,417 2,813 (396) (16.38) 12,028 (1,824) (15.16) Fuel 14,680 13,852 828 5.64 9,263 (190) (2.05) Depreciation 9,826 9,453 373 3.80 Budget Reduction (4,600) (4,600) 587,854 (6,644) (1.13) TOTAL OPERATING EXPENSES 610,201 594,498 15,703 2.57 -

(378,058) (3,808) (1.01) DEFICIT BEFORE SUBSIDIES (396, 159) (381,866) 14,293 3.61

OPERATING SUBSIDIES 17,403 (799) (4.59) Federal 17,008 16,604 (404) (2.38) 302,366 4,380 1.45 State 317,251 306,746 (10,505) (3 31) 45,356 656 1.45 Local 47,588 46,012 (1,576) (3.31) 18,551 (455) (2.45) Lease Cost/Debt Service 18,096 18,096 850 19 2.24 Other - Route Guarantees 816 869 53 6.50 State and Local Budget Reduction (4,600) 4,600 384,526 3,801 0.99 TOTAL OPERATING SUBSIDIES 396,159 388,327 (7,832) (1 98)

6,468 (71_ 0.11 SURPLUS/(DEFICIT) AFTER SUBSIDIES 6,461 6,461

(511) 710 Unrealized Investment Gain/(Loss) 199 199

-- 6,660 $ 5,957 $ 703 SURPLUS/(DEFICIT) After Investment Gain/(Loss) $ $ 6,660 $

Page 2.3 3/12/2019 FINANCIAL REPORT- FEBRUARY 2019

GROUP 3 - VICTORY DIVISION

(3 .1) Comparative Statement of Income (3.2) Detail Income Statement - (One Month) (3.3) Detail Income Statement - (YTD) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY VICTORY DIVISION COMPARATIVE STATEMENT OF INCOME PERIOD ENDED FEBRUARY 23. 2019

(THOUSANDS)

ONE MONTH ENDED FEBRUARY 23, 2019 EIGHT MONTHS ENDED FEBRUARY 23, 2019

THIS YEAR LAST YEAR THIS YEAR LAST YEAR

ACTUAL ACTUAL ACTUAL ACTUAL BETTER/ BETTER/ BETTER/ BETTER/ BUDGET ACTUAL (WORSE) ACTUAL (WORSE) BUDGET ACTUAL (WORSE) ACTUAL (WORSE) AMOUNT AMOUNT BUDGET% AMOUNT LAST YEAR% AMOUNT AMOUNT BUDGET% AMOUNT LAST YEAR% -- OPERATING REVENUES $ 1,973 $ 1,884 (4 51) $ 1,989 (5.28) Passenger Revenue $ 15,963 $ 16,373 2.57 $ 16,087 1.78 204 270 32.35 232 16.38 Other Operating Revenue 1,650 1,991 20.67 1,601 24.36

2,177 2,154 (1.06) 2,221 (3.02) TOTAL REVENUE AVAILABLE FOR OPERATIONS 17,613 18,364 4.26 17,688 3.82

7,973 8,595 (7.80) 7,967 (7.88) OPERATING EXPENSES 65,386 67,251 (2.85) 64,550 (4.18) -- (47,773) (48,887) (2.33) (46,862) (4.32) (5,796) (6,441) (11.13) (5,746) (12.10) DEFICIT BEFORE SUBSIDIES

5,796-- 6,594 13.77 6,189 6.54 OPERATING SUBSIDIES 47,773 49,757 4.15 48,183 3.27

153 443 SURPLUS/(DEFICIT) AFTER SUBSIDIES 870 1,321

4 (9) Unrealized Investment Gain/(Loss) 8 (33) - $ $ 157 $ 434 SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ 878 $ 1,288

921 869 (5.65) 914 (4.92) TOTAL VEHICLE MILES 7,631 7,444 (2.45) 7,537 (1 23)

1,043 959 (8.05) 1,020 (5.98) REVENUE PASSENGER JOURNEYS 8,480 8,425 (0.65) 8,552 (1.49)

Page 3.1 3/12/2019 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY VICTORY DIVISION DETAIL INCOME STATEMENT ONE MONTH ENDED FEBRUARY 23, 2019

(THOUSANDS)

THIS YEAR ACTUAL THIS YEAR THIS YEAR ACTUAL LAST YEAR BETTER (WORSE) LAST YEAR BUDGET ACTUAL BETTER(VVORSE)BUDGET AMOUNT AMOUNT % AMOUNT AMOUNT AMOUNT %

OPERATING REVENUES $ 1,989 $ (105) (5.28) Passenger Revenue $ 1,973 $ 1,884 $ (89) (4 51) 5 Investment Income 5 5 227 38 16.74 Other Income 199 265 66 33.17 2,221 (67) (3.02) TOTAL REVENUE AVAILABLE FOR OPERATIONS 2,177 2,154 (23) (1 06)

OPERATING EXPENSES 5,836 (535) (9.17) Labor & Fringe Benefits 5,644 6,371 (727) (12 88) 1,672 (100) (5.98) Material & Services 1,796 1,772 24 1.34 82 72 87.80 Injuries & Damages 82 10 72 87.80 124 6 4.84 Propulsion Power 122 118 4 3.28 12 (6) (50.00) Fixed Rent 14 18 (4) (28.57) 224 (54) (24.11) Fuel 296 278 18 6 08 17 1 5.88 Depreciation 19 28 (9) (47 37) 7,967 (6282_ (7.88) TOTAL OPERATING EXPENSES 7,973 8,595 (622) (7.80)

(5,746) (695) (12.10) DEFICIT BEFORE SUBSIDIES (5,796) (6,441) (645) (11.13)

OPERATING SUBSIDIES 290 15 5.17 Federal 251 305 54 21.51 5,119 340 6.64 State 4,812 5,459 647 13.45 768 51 6.64 Local 722 819 97 13.43 12 (1) (8 33) Lease Cost/Debt Service 11 11 Other - Route Guarantees 6,189 405 6.54 TOTAL OPERATING SUBSIDIES 5,796 6,594 798 13.77

443 (290) 65.46 SURPLUS/(DEFICIT) AFTER SUBSIDIES 153 153

(92_ 13 Unrealized Investment Gain/(Loss) 4 4

$ 434 $ (277) SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ 157 $ 157

Page 3.2 3/12/2019 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY VICTORY DIVISION DETAIL INCOME STATEMENT EIGHT MONTHS ENDED FEBRUARY 23, 2019

(THOUSANDS)

THIS YEAR ACTUAL THIS YEAR THIS YEAR ACTUAL LAST YEAR BETTER (WORSE) LAST YEAR BUDGET ACTUAL BETTER (WORSE) BUDGET AMOUNT AMOUNT % AMOUNT AMOUNT AMOUNT %

OPERA TING REVENUES $ 16,087 $ 286 1.78 Passenger Revenue $ 15,963 $ 16,373 $ 410 2.57 48 11 22.92 Investment Income 42 59 17 40.48 ~ 379 24.40 Other Income 1,608 1,932 324 20.15 17,688 676 3.82 TOTAL REVENUE AVAILABLE FOR OPERATIONS ~613 18,364 751 4.26

OPERATING EXPENSES 48,234 (2,024) (4.20) Labor & Fringe Benefits 47,819 50,258 (2,439) (5.10) 12,530 (420) (3.35) Material & Services 13,413 12,950 463 3.45 703 77 10.95 Injuries & Damages 698 626 72 10.32 803 (10) (1.25) Propulsion Power 820 813 7 0.85 103 (31) (30.10) Fixed Rent 115 134 (19) (16.52) 2,039 (282) (13.83) Fuel 2,373 2,321 52 2.19 138 (11) (7.97) Depreciation 148 149 (1) (0.68) 64,550 (2,701) (4.18) TOTAL OPERATING EXPENSES 65,386 67,251 (1,865) (2.85)

(46,862) (2,025) (4.32) DEFICIT BEFORE SUBSIDIES (47,773) (48,887) (1,114) (2.33)

OPERATING SUBSIDIES 2, 136 44 2.06 Federal 2,075 2,180 105 5.06 39,953 1,342 3.36 State 39,661 41,295 1,634 4.12 5,993 201 3.35 Local 5,949 6, 194 245 4.12 101 (13) (12.87) Lease Cost/Debt Service 88 88 Other - Route Guarantees 48~ 1,574 3.27 TOTAL OPERATING SUBSIDIES 47,773 49,757 ~4 4.15

1,321 (451) 34.14 SURPLUS/(DEFICIT) AFTER SUBSIDIES 870 870

(33) 41 Unrealized Investment Gain/(Loss) 8 8

$ 1,288 $ (410) SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ 878 $ 878

Page 3.3 3/12/2019 FINANCIAL REPORT - FEBRUARY 2019

GROUP 4 - FRONTIER DIVISION

(4.1) Comparative Statement of Income (4.2) Detail Income Statement - (One Month) (4.3) Detail Income Statement - (YTD) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FRONTIER DIVISION COMPARATIVE STATEMENT OF INCOME PERIOD ENDED FEBRUARY 23, 2019

(THOUSANDS)

ONE MONTH ENDED FEBRUARY 23, 2019 EIGHT MONTHS ENDED FEBRUARY 23, 2019

THIS YEAR LAST YEAR THIS YEAR LAST YEAR

ACTUAL ACTUAL ACTUAL ACTUAL BETTER/ BETTER/ BETTER/ BETTER/ BUDGET ACTUAL (WORSE) ACTUAL (WORSE) BUDGET ACTUAL (WORSE) ACTUAL (WORSE) AMOUNT AMOUNT BUDGET% AMOUNT LAST YEAR% AMOUNT AMOUNT BUDGET% AMOUNT LAST YEAR% -- OPERATING REVENUES $ 491 $ 468 (4.68) $ 468 Passenger Revenue $ 4,277 $ 4,241 (0.84) $ 4,124 2.84 64 77 20.31 63 22.22 Other Operating Revenue 510 516 1.18 469 10.02

555 545 (1.80) 531 2.64 TOTAL REVENUE AVAILABLE FOR OPERATIONS 4,787 4,757 (0.63) 4,593 3.57

2,721 2,618 3.79 2,596 (0.85) OPERATING EXPENSES 22,863 22,849 0.06 22,309 (2.42) -- (18,076) (18,092) (0.09) (17,716) (2.12) (2, 166) (2,073) 4.29 (2,065) (0.39) DEFICIT BEFORE SUBSIDIES

2,166 2,123 (1.99) 2,212 (4.02) OPERATING SUBSIDIES 18,076 18,405 1.82 18,189 1.19

50 147 SURPLUS/(DEFICIT) AFTER SUBSIDIES 313 473

(2) Unrealized Investment Gain/(Loss) 1 - (9) - - $ $ 50 $ 145 SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ 314 $ 464

431 436 1.16 424 2.83 TOTAL VEHICLE MILES 3,580 3,637 1.59 3,617 0.55

239 231 (3.35) 229 0.87 REVENUE PASSENGER JOURNEYS 2,078 2,129 2.45 2,096 1.57

Page 4.1 3/12/2019 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FRONTIER DIVISION DETAIL INCOME STATEMENT ONE MONTH ENDED FEBRUARY 23, 2019

(THOUSANDS)

THIS YEAR ACTUAL THIS YEAR THIS YEAR ACTUAL LAST YEAR BETTER (WORSE) LAST YEAR BUDGET ACTUAL BETTER(WORSE)BUDGET AMOUNT AMOUNT % AMOUNT AMOUNT AMOUNT %

OPERATING REVENUES $ 468 $ Passenger Revenue $ 491 $ 468 $ (23) (4.68) Investment Income 1 1 62 14 22.58 Other Income 63 76 13 20.63 531 14 2.64 TOTAL REVENUE AVAILABLE FOR OPERATIONS 555 545 __ (10) (1.80)

OPERATING EXPENSES 2,057 7 0.34 Labor & Fringe Benefits 2,112 2,050 62 2.94 343 (29) (8.45) Material & Services 362 372 (10) (2.76) 40 29 72.50 Injuries & Damages 32 11 21 65.63 4 (2) (50.00) Fixed Rent 5 6 (1) (20.00) 149 (25) (16.78) Fuel 206 174 32 15.53 3 (2) (66.67) Depreciation 4 5 (1) (25 00) 2,596 (22) (0 852_ TOTAL OPERATING EXPENSES 2,721 2,618 103 3.79

(2,065) (8) (0.39) DEFICIT BEFORE SUBSIDIES (2,166) _(2,073) 93 4.29

OPERATING SUBSIDIES 102 (6) (5.88) Federal 92 96 4 4.35 1,787 (73) (4.09) State 1,755 1,714 (41) (2.34) 267 (10) (3.75) Local 263 257 (6) (2.28) 4 (1) (25.00) Lease Cost/Debt Service 3 3 52 1 1.92 Other - Route Guarantees 53 53 - 2,212 (89) (4.02) TOTAL OPERATING SUBSIDIES 2,166 2,123 (43) (1.99)

147 (97) 65.99 SURPLUS/(DEFICIT) AFTER SUBSIDIES 50 50

EL 2 Unrealized Investment Gain/(Loss)

$ 145 $ (95) SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS $ $ 50 $ 50

Page 4.2 3/12/2019 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FRONTIER DIVISION DETAIL INCOME STATEMENT EIGHT MONTHS ENDED FEBRUARY 23 2019

(THOUSANDS)

THIS YEAR ACTUAL THIS YEAR THIS YEAR ACTUAL LAST YEAR BETTER (WORSE) LAST YEAR BUDGET ACTUAL BETTER (WORSE) BUDGET AMOUNT AMOUNT % AMOUNT AMOUNT AMOUNT %

OPERATING REVENUES $ 4,124 $ 117 2.84 Passenger Revenue $ 4,277 $ 4,241 $ (36) (0.84) 14 4 28.57 Investment Income 10 18 8 80.00 455 43 9.45 Other Income 500 498 (2) (0.40) --4,593 164 3.57 TOTAL REVENUE AVAILABLE FOR OPERATIONS 4,787 4,757 (30) (0 63)

OPERATING EXPENSES 17,916 (195) (1.09) Labor & Fringe Benefits 17,962 18,111 (149) (0.83) 2,693 (146) (5.42) Material & Services 2,924 2,839 85 2.91 343 92 26.82 Injuries & Damages 272 251 21 7.72 35 (8) (22.86) Fixed Rent 40 43 (3) (7.50) 1,290 (280) (21.71) Fuel 1,633 1,570 63 3.86 32 (3) (9.38) Depreciation 32 35 (3) (9.38) 22,309 (540) (2.42) TOTAL OPERATING EXPENSES 22,863 22,849 14 0.06

(17,716) (376) (2.12) DEFICIT BEFORE SUBSIDIES (18,076) (18,092) (16) (0.09)

OPERATING SUBSIDIES ' 798 (10) (1.25) Federal 767 788 21 2.74 14,735 194 1.32 State 14,663 14,929 266 1.81 2,209 30 1.36 Local 2,199 2,239 40 1.82 27 (4) (14.81) Lease Cost/Debt Service 23 23 420 6 1.43 Other - Route Guarantees 424 426 2 0.47 18,189 216 1.19 TOTAL OPERATING SUBSIDIES 18,076 ~405 329 1.82

473- (160) 33.83 SURPLUS/(DEFICIT) AFTER SUBSIDIES 313 313

(9) 10 Unrealized Investment Gain/(Loss)

$ 464 $ (150) SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS $ $ 314 $ 314

Page 4.3 3/12/2019 FINANCIAL REPORT - FEBRUARY 2019

GROUP 5 - REGIONAL RAIL DIVISION

(5.1) Comparative Statement oflncome (5.2) Detail Income Statement - (One Month) (5.3) Detail Income Statement - (YTD) SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY REGIONAL RAIL DIVISION COMPARATIVE STATEMENT OF INCOME PERIOD ENDED FEBRUARY 23, 2019

(THOUSANDS)

ONE MONTH ENDED FEBRUARY 23, 2019 EIGHT MONTHS ENDED FEBRUARY 23, 2019

THIS YEAR LAST YEAR THIS YEAR LAST YEAR

ACTUAL ACTUAL ACTUAL ACTUAL BETTER/ BETTER/ BETTER/ BETTER/ BUDGET ACTUAL (WORSE) ACTUAL (WORSE) BUDGET ACTUAL (WORSE) ACTUAL (WORSE) AMOUNT AMOUNT BUDGET% AMOUNT LAST YEAR% AMOUNT AMOUNT BUDGET% AMOUNT LAST YEAR% -- OPERATING REVENUES $ 11,844 $ 11,452 (3.31) $ 12,155 (5.78) Passenger Revenue $ 96,988 $ 92,713 (4.41) $ 94,706 (2.10) 1,125 1,169 3.91 1,568 (25.45) Other Operating Revenue 9,590 9,680 0.94 9,959 (2.80)

12,969 12,621 (2.68) 13,723 (8.03) TOTAL REVENUE AVAILABLE FOR OPERATIONS 106,578 102,393 (3.93) 104,665 (2.17)

30,236 28,557 5.55 27,278 (4.69) OPERATING EXPENSES 237,375 238,447 (0.45) 237, 193 (0.53) (17,267) (15,936) 7.71 (13,555) (17.57) DEFICIT BEFORE SUBSIDIES (130,797) (136,054) (4.02) (132,528) (2.66)

17,267 15,116 (12.46) 13,502 11.95 OPERATING SUBSIDIES 130,797 137,733 5.30 133,356 3.28

(820) (53) SURPLUS/(DEFICIT) AFTER SUBSIDIES 1,679 828

36 (136) Unrealized Investment Gain/(Loss) 191 (338)

-- 1,870 $ 490 $ $ (784) $ (189) SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ - $

1,677 1,654 (1 37) 1,669 (0.90) TOTAL VEHICLE MILES 14,089 13,776 (2.22) 13,907 (0.94)

2,739 2,720 (0 69) 2,844 (4.36) REVENUE PASSENGER JOURNEYS 22,827 22,163 (2.91) 22,365 (0 90)

Page 5.1 3/12/2019 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY REGIONAL RAIL DIVISION DETAIL INCOME STATEMENT ONE MONTH ENDED FEBRUARY 23, 2019

(THOUSANDS)

THIS YEAR ACTUAL THIS YEAR THIS YEAR ACTUAL LAST YEAR BETTER (WORSE) LAST YEAR BUDGET ACTUAL BETTER (WORSE) BUDGET AMOUNT AMOUNT ----% AMOUNT AMOUNT AMOUNT % OPERATING REVENUES $ 12,155 $ (703) (5.78) Passenger Revenue $ 11,844 $ 11,452 $ (392) (3.31) 112 6 5.36 Investment Income 91 118 27 29.67 1,456 (405) __ (27.82) Other Income 1,034 1,051 17 1.64 13,723 (1,102) __ (8.03) TOTAL REVENUE AVAILABLE FOR OPERATIONS 12,969 12,621 (348) (2.68)

OPERATING EXPENSES 15,856 (1,629) ('10.27) Labor & Fringe Benefits 18,157 17,485 672 3.70 8,764 (267) (3.05) Material & Services 9,531 9,031 500 5.25 450 482 Injuries & Damages 422 (32) 454 1,655 163 9.85 Propulsion Power 1,565 1,492 73 4.66 93 (18) (19.35) Fixed Rent 106 111 (5) (4.72) 28 10 :35.71 Fuel 49 .18 31 63.27 432 (20) __ (4.63) Depreciation 406 452 (46) (11.33) 27,278 (1,279) __ (4.69) TOTAL OPERATING EXPENSES 30,236 28,557 1,679 5.55

(13,555) (2,381) __ (17.57) DEFICIT BEFORE SUBSIDIES (17,267) (15,936) 1,331 7.71

OPERATING SUBSIDIES 452 13 2.88 Federal 536 465 (71) (13.25) 7,371 795 10.79 State 10,232 8,166 (2,066) (20.19) 1, 105 121 10.95 Local 1,535 1,226 (309) (20.13) 4,449 668 15.01 Lease Cost/Debt Service 4,822 5,117 295 6.12 125 17 -----13.60 Other - Route Guarantees 142 142 13,502 1,614 -----11.95 TOTAL OPERATING SUBSIDIES 17,267 15,116 (2,151) (12.46) (53) (767) ----- SURPLUS/(DEFICIT) AFTER SUBSIDIES (820) (820) (136) 172 Unrealized Investment Gain/(Loss) 36 36

$ (189) $ (595) SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ (784) $ (784)

Page 5.2 3/12/2019 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY REGIONAL RAIL DIVISION DETAIL INCOME STATEMENT EIGHT MONTHS ENDED FEBRUARY 23, 2019

(THOUSANDS)

THIS YEAR ACTUAL THIS YEAR THIS YEAR ACTUAL LAST YEAR BETTER (WORSE) LAST YEAR BUDGET ACTUAL BETTER (WORSE) BUDGET AMOUNT AMOUNT % AMOUNT AMOUNT AMOUNT %

OPERATING REVENUES $ 94,706 $ (1,993) (2.10) Passenger Revenue $ 96,988 $ 92,713 $ (4,275) (441) 937 126 13.45 Investment Income 854 1,063 209 24.47 9,022 (405) (4.49) Other Income 8,736 8,617 (119) (1.36) 104,665 (2,272) (2.17) TOTAL REVENUE AVAILABLE FOR OPERATIONS 106,578 102,393 (4,185) (3.93)

OPERATING EXPENSES 141,970 (2,119) (1.49) Labor & Fringe Benefits 143,245 144,089 (844) (0.59) 74,051 (501) (0.68) Material & Services 73,312 74,552 (1,240) (1 69) 3,699 703 19.01 Injuries & Damages 3,450 2,996 454 13.16 11,916 8 0.07 Propulsion Power 12,421 11,908 513 4.13 813 (56) (6 89) Fixed Rent 1,304 869 435 33.36 283 (11) (3.89) Fuel 416 294 122 29.33 4,461 722 16.18 Depreciation 3,227 3,739 (512) (15 87) 237, 193 (1,254) (0.53) TOTAL OPERATING EXPENSES 237,375 238,447 (1,072) (045)

(132,528) (3,526) (2.66) DEFICIT BEFORE SUBSIDIES _J130,797) (136,054) (5,257) (4.02)

OPERATING SUBSIDIES 5,021 (814) (16.21) Federal 3,929 4,207 278 7.08 76,591 3,085 4.03 State 75,071 79,676 4,605 6. 13 11,488 464 4 04 Local 11,261 11,952 691 6.14 39,343 1,421 3.61 Lease Cost/Debt Service 39,400 40,764 1,364 346 913 221 24.21 Other - Route Guarantees 1,136 1,134 (2) (0.18) 133,356 4,377 3.28 TOTAL OPERATING SUBSIDIES 130,797 137,733 6,936 5.30

828 851 SURPLUS/(DEFICIT) AFTER SUBSIDIES 1,679 1,679

(338) 529 Unrealized Investment Gain/(Loss) 191 191

$ 490 $ 1,380 SURPLUS/(DEFICIT) AFTER INVESTMENT GAIN/(LOSS) $ $ 1,870 $ 1,870

Page 5.3 3/12/2019 EXHIBIT "B"

Ladies and Gentlemen of the SEPTA Board.

Last Saturday I rode a Proterra electric bus on Route 29. It was a very satisfying trip.

Once all 25 Proterras are fully operational, and more drivers are qualified on them, I propose that some of those buses excess of weekend requirements for Routes 29 and 79 be run on Route 45, which also works out of the Southern Depot. Based upon SEPTA's most recent published operating statistics, the Route 45 buses needed would be:

For Saturdays - 8 buses at 167 miles each; and For Sundays - 6 buses at 178 miles each.

The bus miles are well within the 350 miles on a single charge attributed to the Proterra Catalyst E2.

A table supporting these numbers is shown on the written narrative.

Weekend electric buses for Route 45 will enhance transit service quality on that north-south route, and present these innovative and beautifully styled vehicles to the many people who visit Center City Philadelphia on Saturdays and Sundays.

Thank you for your consideration of this proposal. Weekday Saturday Sunday Round Trip Peak Peak Peak ROUTE Miles Vehicles Runs Vehicles Runs Vehicles Runs 29 7.0 10 178 6 98 4 76 79 6.0 7 182 4 110 4 80 Crosstown Vehicle Needs 17 -- 10 -- 8 -- 45 8.6 12 254 8 155 6 124 TOTAL VEHICLES 29 -- 18 -- 14 -- EXCESS ELECTRICS 8 -- 7 -- 11 -- Calculation of Saturday Buses Needed: 254/155 = 0.61; 12 (weekday peak buses) x 0.61 = 7.32 - Round to 8 Calculation of Sunday Buses Needed: 254/124 = 0.49; 12 (weekday peak buses) x 0.61 = 5.86 ·Round to 6 Calculation of Saturday Bus Miles: 155 runs x 8.6 miles per run = 1333 miles; 1333 Miles/8 buses = 166.6 - Round to167 miles per bus. Calculation of Sunday Bus Miles: 124 runs x 8.6 miles per run = 1066 miles; 1066 mles/6 buses = 177 .7 - Round to 178 miles per bus.

Robert (Bob) Sechler 501 N. Providence Road Unit 415 Media, PA 19063 rp!;~S@~ah~o~~~m 3/28/2019 SEPTA Board Public Comments EXHIBIT "C" Re: Dedining Bus Ridership

Hello, my name is Daniel Trubman.

As a member of 5th Square, an urbanist organization committed to improving transit service in the Philadelphia region, I'd like to urge SEPTA to prioritize addressing the continuing dedine of bus ridership. As the Inquirer noted earlier this week, bus ridership fell an astounding 8.3% between 2017 and 2018. In fact, 2018 was the third year in a row in which ridership diminished, and ridership has decreased a staggering 18.2% since 2013. Especially during a period of economic expansion and population growth, induding in Southeast Pennsylvania's urban core, these numbers are unacceptable, and it is incumbent upon SEPTA's management, and the Board, to take vigorous affirmative steps to reverse this trend.

VVhile we applaud the recent introduction of the new route 49, and appreciate the recent initiative to offer two new transit network maps, it is quite dear further and more ambitious actions must be taken. It is approaching nearly a year since Jarrett Walker submitted his Philadelphia Bus Network Choices Report, and yet SEPTA has still not released a Bus Network RedesiQn RFP. While the desire to siQn a MOU with the City of Philadelphia first is understandable, it is hard to believe this step couldn't have been achieved by now if it was important to the agency. Every month this process gets dragged out, the problem only gets worse. In the interim, SEPTA should implement policies like eliminating transfer fees and introducing a family card which the agency can do on its own, and which will immediately boast ridershio.

While SEPTA undoubtedly faces numerous challenges, when we consider that bus ridership is higher than all of the other modes operated by SEPTA combined, it is obvious the agency must prioritize reversing this sustained bus ridership slump. When cities as diverse as Pittsburgh, n,:otrnit ~~n Antnnin ~nti ~A~ttlA h~VP m~n~nAti tn nrnw thPir ht·~ ritiAr~hin hPfwAPn ?017 ~nti ------: ------:------Q - -- -- ~------~------2018, it is clear that Philadelphia's unsatisfactory results are not inevitable. But these cities also teach us that outcomes won't improve on their own. Only by acknowledging there's a problem, taking smart proactive steps, and holding management accountable will this Board ensure that real progress is made.

Thank you.