MINUTES OF REGULAR BOARD MEETING OF SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY JUNE 27, 2019 The Regular Meeting of the Board of the Southeastern Pennsylvania Transportation Authority was held on Thursday, June 27, 2019 at 3:06 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. (via telephone) John I. Kane Obra S. Kernodle, IV (via telephone) Honorable Kenneth Lawrence 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 Experience & Advocacy Francis E. Kelly - AGM, Government & Public Affairs Scott A. Sauer - AGM, Operations Robert L. Lund - AGM, Engineering, Maintenance & Construction Mr. Deon called the Regular Meeting of the Board to order. He said the Special Meeting, which was noticed, was cancelled. Mr. Deon announced that Kevin Johnson and Obra Kernodle would be participating by phone. The Pledge of Allegiance was observed. Mr. Deon announced that the Board met in Exe cu ti ve 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 June 27, 2019 Approval of Minutes Mr. Deon entertained a Motion regarding the Minutes of the May 23rct Regular Board meeting, which had been circulated. Mr. Carroll moved, Mr. Babcock seconded, and the Minutes were unanimously approved. Mr. Johnson acknowledged his presence. Financial Report Mr. Burnfield reported for the month of May, revenue and subsidies were below budget by $1. 2 million and expenses were over budget by $1.1 million due to higher material and services expenses. Mr. Burnfield reported that for the month there was a month there was a deficit of $2.3 million and year-to-date there was a surplus of $1.7 million. Mr. Deon entertained a Motion to adopt the Financial Report. Commissioner Martin moved, Commissioner Lawrence seconded and it was unanimously adopted. The May 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: "Renewal of Blanket Railroad Protective Liability Insurance with Aspen Insurance Company;" "Award of Contracts Pursuant to Request for Proposal;" "Supplemental Reimbursement Agreement Between SEPTA and Pennsylvania Department of Transportation Pertaining to the Reconstruction of Richmond Street and Related Elements as Part of the State Route 95, Section AFl Project;" "Fiscal Year 2020 Annual Service Plan;" "Acquisition of Permanent Easements and Temporary Construction Easements from Private Property Owners and Lower Merion Township in Connection with the Phase 1 Improvements at Ardmore Station Project Located in Lower Merion, Montgomery County;" 2 Minutes of Regular Board Meeting June 27, 2019 "Authorization to Award Contracts for Various Procurements;" "Award of Contracts for Sole Source Procurements;" and "Authorization to Execute Change Orders and Amendment." Mr. Deon stated that all of the items on the Consent Calendar were reviewed by the appropriate Board Committees in public session. He then entertained a Motion to adopt the Resolutions. Mr. Babcock moved, Commissioner Lawrence seconded and the following Resolutions were unanimously adopted. I.A. RENEWAL OF BLANKET RAILROAD PROTECTIVE LIABILITY INSURANCE WITH ASPEN INSURANCE COMPANY "WHEREAS, railroad protective liability ("RRP") insurance insures a railroad against property damage and personal injury claims that arise out of construction that is performed on or within 50 feet of the railroad's right-of-way; and WHEREAS, when SEPTA performs work, through contractors, on rights-of-way that National Railroad Passenger Corporation ("Amtrak") and/ or CSX Transportation ( "CSXT") owns, SEPTA is contractually required to provide RRP insurance which protects Amtrak and/or CSXT; and WHEREAS, in 2018 SEPTA purchased from Aspen Insurance Company ("Aspen") three RRP insurance policies, one in which only SEPTA is the named insured, another in which SEPTA and Amtrak are named insureds and another in which SEPTA and CSXT are named insureds; and WHEREAS, the three RRP insurance policies will expire on August 1, 2019 at a combined expiring premium of $208,258; and WHEREAS, the Risk Management Advisory Committee (RMAC) solicited the RRP Program extensively with a 2. 67 % increase of project exposures from various carriers for the same terms and conditions as the expiring policies; and WHEREAS, the quote by Aspen provided the most competitive premium for renewal of the three policies and removed the minimum project premium of $2,000, at an annual premium total of $220,692 for the period of August 1, 2019 through August 1, 2020, based upon estimated project costs for work performed on or within 50 feet of the railroad; and WHEREAS, the Risk Management Advisory Cammi ttee and staff requested that the General Manager recommend that the Board authorize SEPTA to renew with Aspen the RRP insurance under the 3 Minutes of Regular Board Meeting June 27, 2019 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 obtain from Aspen Insurance Company railroad protective liability insurance coverage under the terms and conditions that are set forth within the pertinent staff summary. FURTHER RESOLVED, that the renewal is for a 12-month term commencing on August 1, 2019 and the estimated annual premium is $220,692. FURTHER RESOLVED, that the Board hereby authorizes the proper officers of SEPTA to execute all other documents, in form approved by the Office of General Counsel, and to do any and all other things as shall be necessary and proper in order to effectuate the purpose of this Resolution." I.B. AWARD OF CONTRACTS PURSUANT TO REQUEST FOR PROPOSALS "WHEREAS, SEPTA, which has need for the services as described below, has advertised and solicited proposals from firms wishing to propose; and WHEREAS, SEPTA staff has requested that the General Manager recommend that the Board authorize the award of the contracts to the firms listed below because said firms were the successful proposers in the areas for which the requests for proposals were issued; and WHEREAS, the General Manager recommended that the Board authorize the award of the contracts. NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to award subject to the following conditions and the General Manager to execute the following contracts, in form approved by the Office of General Counsel, subject to the concurrence of the funding agencies, if required, and contingent upon and subject to the proposers satisfactorily meeting all 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 ( i) AECOM Technical Services, Inc.; (ii) Michael Baker International, Inc.; (iii) Jacobs Project Management Company, and (iv) WSP USA, Inc., for the provision of General Engineering Consultant (GEC) Construction Management Services, 4 Minutes of Regular Board Meeting June 27, 2019 which includes such disciplines as civil, track, structural, mechanical, electrical, catenary, traction power and communications/signals, with services to be performed on an "as needed, task order" basis over a period of three years expected to commence in June 2019, as described in the staff summary on this subject, for a total per contract amount not to exceed $8, 000, 000, Request for Proposals No. 18-00118-ACKR General Engineering Consultant Construction Management (GEC CM) Services." II.A.l. SUPPLEMENTAL REIMBURSEMENT AGREEMENT BETWEEN SEPTA AND PENNSYLVANIA DEPARTMENT OF TRANSPORTATION PERTAINING TO THE RECONSTRUCTION OF RICHMOND STREET AND RELATED ELEMENTS AS PART OF THE STATE ROUTE 95, SECTION AFl PROJECT "WHEREAS, on June 3, 2016 SEPTA and the Department of Transportation of the Commonweal th of Pennsylvania ( "PennDOT") entered into a fourth cooperation agreement ("Cooperation Agreement") which, among other things, defined each party's respective share of the costs associated with highway projects of PennDOT that require support by SEPTA; and WHEREAS, the Cooperation Agreement requires PennDOT and SEPTA to enter into a project agreement for a project that is within the purview of the Cooperation Agreement; and WHEREAS, PennDOT commenced a project by which PennDOT reconstructed Interstate 95 (State Route 0095) which includes as part thereof the reconstruction of the Girard Avenue Interchange in Philadelphia ("Project");