MINUTES OF REGULAR AND ANNUAL BOARD MEETING OF SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FEBRUARY 25, 2016

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1 MINUTES OF REGULAR AND ANNUAL BOARD MEETING OF SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FEBRUARY 25, 2016 The Regular and Annual Meeting of the Board of the Southeastern Pennsylvania Transportation Authority was held on Thursday, February 25, 2016 at 3:16 PM, in the Board Room of the Authority, with the Chairman in the Chair. Present Attending the meeting were the following Board members: Pasquale T. Deon, Sr., Chairman Thomas E. Babcock, Vice Chairman Beverly Coleman Honorable Dwight Evans Robert D. Fox, Esquire Honorable Stewart J. Greenleaf (via telephone) Kevin L. Johnson, P.E. Daniel J. Kubik (via telephone) Kenneth E. Lawrence, Jr. William J. Leonard, Esquire Honorable Charles H. Martin (via telephone) William M. Mcswain, Esquire Clarena I.W. Tolson Honorable Michael A. Vereb (via telephone) Present from the staff: Jeffrey D. Knueppel, General Manager Richard G. Burnfield, Deputy General Manager/Treasurer Gino J. Benedetti, Esquire, General Counsel Stephen A. Jobs, Controller Carol R. Looby, Secretary Kim Scott Heinle, AGM - Customer Service Ronald Hopkins, AGM - Operations Francis E. Kelly, AGM - Government & Public Affairs Robert E. Lund, AGM - Engineering, Maintenance & Construction Susan Van Buren, AGM - Human Resources Marie Chua, Sr. Director, Business Services Mr. Deon called the Regular and Annual Meeting of the Board to order. He announced that Senator Greenleaf, Danny Kubik, Commissioner Martin and Representative Vereb would be participating by telephone and they acknowledged their presence. Mr. Deon 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 three minutes. He said speakers wishing to address i terns not on the agenda would be called after the regular business of the Board was completed.

2 Minutes of Regular and Annual Board Meeting February 25, 2016 Election of Officers Mr. Deon announced that the Office of Chairman was open. He turned the Chair over to the Vice Chairman to entertain nominations for that Office. Vice Chairman Thomas Babcock entertained nominations for the Office of Chairman. Representative Dwight Evans nominated Pat Deon to continue as Chairman. Mr. Leonard seconded and the nominations were closed. The Board voted unanimously for Pat Deon as Chairman. Mr. Babcock declared Pat T. Deon Chairman of the SEPTA Board and congratulated him. Mr. Deon thanked the Board. Mr. Deon asked for nominations for the Office of Vice Chairman. Mr. Kubik nominated Tom Babcock. Representative Evans seconded and the nominations were closed. The Board voted unanimously for Tom Babcock as Vice Chairman. Mr. Deon congratulated Mr. Babcock and Mr. Babcock thanked the Board. Approval of Minutes Chairman Deon entertained a Motion regarding the Minutes of the January 28th Regular Board meeting, which had been circulated. Mr. Fox moved, Mr. Beverly Coleman seconded, and the Minutes were unanimously approved. Financial Report Mr. Burnfield stated that the snowstorm of January 23rd impacted the January financial results. He stated that with travel impacted by snow totals up to 30 inches across the region and school closures, ridership for the month was down by 2 percent. Mr. Burnf ield reported that as a result revenue was 1.3 million below budget and expenses were over budget by 200,000 for the month due to the additional labor expenses related to the snowstorm. Mr. Burnfield reported that for the month, there was a deficit of 1.5 million and year-to-date there was an operating budget deficit of 763,000. Chairman Deon entertained a Motion to adopt the Financial Report. Mr. Babcock moved, Representative Evans seconded and it was unanimously adopted. The January Financial Report was received and filed and is attached to these Minutes as Exhibit "A." Chairman Deon then called for speakers wishing to address agenda items. There was no response. 2

3 Minutes of Regular and Annual Board Meeting February 25, 2016 Consent Calendar Chairman Deon consisted of: then presented the Consent Calendar, which "Appointment of Cinven Capital Management, L.P. and Arcis Capital Limited as Investment Managers;" "Award of Consulting Services Contract Pursuant to Request for Proposals;" "Authorization to Execute Consultant Amendments;" "Tariff No. 8, Supplement No. 13, Making Permanent Minor Routing Changes to Bus Route 37; Tariff No. 22, Supplement No. 12, Making Permanent Minor Routing Changes to Bus Route 105; Tariff No. 60, Supplement No. 11, Making Permanent Minor Routing Changes to Bus Route 114; Tariff No. 69, Supplement No. 9, Making Permanent Minor Routing Changes to Bus Route 110; Tariff No. 74, Supplement No. 9, Making Permanent Minor Routing Changes to Bus Route 106; Tariff No. 90, Supplement No. 8, Making Permanent Minor Routing Changes to Bus Route 107; Tariff No. 129, Supplement No. 10 f Making Permanent Minor Routing Changes to Bus Route 115; Tariff No. 161, Supplement No. 10, Making Permanent Minor Routing Changes to Bus Route 113; Tariff No. 205, Supplement No. 6, Making Permanent Minor Routing Changes to Bus Routes 476 & 492 ; and Tariff No. 240, Supplement No. 2, Making Permanent Minor Routing Changes Route 123;" "Second Amendment to Lease Agreement Between Wanamaker Office Lease, LP, and SEPTA for Office Space Used by the SEPTA Transit Police Department;" "Lease from DKM Associates, LP to SEPTA for a Temporary Haul Road Providing Alternative Access for the Frazer Yard Expansion Project;" "Lease from Norfolk Southern Railway Company to SEPTA for a Temporary Haul Road and Private Grade Crossing for the Frazer Yard Expansion Project;" "Lease by SKMS Venture, LLC to SEPTA of a Portion of Property to be Used for the 61 5 t and Pine Street Bus Loop Improvements Project;" "Grant by SEPTA to Villanova University of a Temporary Easement for Use in the Construction of a Pedestrian Bridge Over Lancaster Avenue in Radnor Township, Delaware County;" 3

4 Minutes of Regular and Annual Board Meeting February 25, 2016 "Reimbursement Agreement Between SEPTA, Interpark, LLC and Turner Construction Company Relating to Waterproofing a Section of the Suburban Station Commuter Rail Tunnel and Concourse;" "Authorization to Award Contracts for Various Procurements;" "Award of Various Contracts for Sole Source Procurements;" and "Authorization to Execute a Change Order." Mr. Deon stated that Calendar were reviewed by public session. all the of the items on the Consent appropriate Board Committees in Mr. Deon entertained a Motion to adopt the Resolutions. Mr. Johnson moved, Representative Evans seconded and the following Resolutions were unanimously adopted, with Mr. Fox abstaining on Item IV. I.A. APPOINTMENT OF CINVEN CAPITAL MANAGEMENT, L.P. AND ARCIS CAPITAL LIMITED AS INVESTMENT MANAGERS "WHEREAS, on February 24, 2011 the Pension Committee of the Board revised the Statement of Investment Policy and Objectives and Operating Guidelines ("Policy Statement") which governs the investment of the funds of the pension plans of SEPTA; and WHEREAS, the Policy Statement places Private Equity within the permissible investment classes; and WHEREAS, at the request of the Pension Committee at its April 17, 2014 meeting, PFM Advisors, SEPTA's pension consultant, provided the Pension Committee with an analysis of the existing private equity investments and a recommended course of action to increase the pension plan's allocation to private equity over time; and WHEREAS, at the Pension Committee meeting held December 17, 2015, PFM Advisors presented several qualified private equity manager options for the Pension Committee's consideration, and reviewed with the Pension Committee the investment strategies, historic fund performance, characteristics of the funds, risks, and other relevant information regarding the private equity managers; and WHEREAS, as a result of said review, the Pension Committee agreed to interview three investment managers; and WHEREAS, at the meeting that was held on January 28, representatives of the three investment managers 2016, made 4

5 Minutes of Regular and Annual Board Meeting February 25, 2016 presentations to the Pension Committee, and responded to questions from Pension Committee members and PFM Advisors; and WHEREAS, as a result of said presentations, interviews and discussions, the Pension Committee recommended that SEPTA appoint Cinven Capital Management, L.P. (Fund VI, L.P.) and ARCIS Capital Limited (European Secondary Development Fund V, L.P.) as investment managers with respect to the investment of SEPTA' s pension funds, with the initial timing and funding to be determined by the Pension Committee. NOW, THEREFORE, BE IT RESOLVED, that the Board hereby designates and appoints Cinven Capital Management, L.P. (Fund VI, L.P.) and ARCIS Capital Limited (European Secondary Development Fund V, L. P.) as managers with respect to the investment of SEPTA' s pension funds, and authorizes the proper officers of SEPTA (i) to execute and deliver all documents, in form approved by the Office of General Counsel, that will enable SEPTA to enter into investment management agreements with Cinven Capital Management, L.P. (Fund VI, L.P.) and ARCIS Capital Limited (European Secondary Development Fund V, L. P.) consistent with this Resolution; (ii) to take such action necessary to transfer such amounts of funding to each said manager as deemed appropriate by the Pension Committee; and (iii) to do any and all other things that will be necessary in order to effectuate this Resolution." II.A. AWARD OF CONSULTING SERVICES CONTRACT PURSUANT TO REQUEST FOR PROPOSALS "WHEREAS, SEPTA, which has need for the consulting services as described below, advertised and solicited proposals from firms wishing to propose; and WHEREAS, SEPTA staff requested that the General Manager recommend that the Board authorize SEPTA to award a contract to the firm identified below because the firm was the successful proposer in the areas for which the request for proposals was issued; and WHEREAS, the General Manager recommended that the Board authorize SEPTA to award the contract. NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to award and the General Manager or his designee to execute the following consultant 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 proposer 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 requirements: 5

6 Minutes of Regular and Annual Board Meeting February 25, To RDS Vending, LLC, for providing, stocking and servicing 108 vending machines throughout the Authority, with services to be provided over a period of five years scheduled to commence on March 1, 2016, as described in the staff summary on this subject, for a monthly payment to SEPTA of 8, 334 and a total fixed minimum revenue of either 500,040 or 35% on commission on all gross sales, whichever is greater, Request for Proposals No HAC - Placement of Vending Machines on SEPTA Non-Public Property." II.B. AUTHORIZATION TO EXECUTE CONSULTANT AMENDMENTS "WHEREAS, additional work is required to complete the projects identified below; and WHEREAS, staff reviewed the additional work and the General Manager recommended that the Board authorize SEPTA to enter into the amendments for 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 consultant 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 AECOM, for Amendment No. 1, which provides for a six-month time extension for the Testing and Environmental Services (TES) Consultant Contract, thereby establishing a new contract completion date of August 31, 2016, at an increase in cost not to exceed 560,076, bringing the total contract price, including this amendment, to an amount not to exceed 4,060, To Portfolio Associates, Inc., for Amendment No. 2, which provides for a four-month no-cost time extension for the Full Service Market Research Consultant Contract, thereby establishing a new contract completion date of June 30, 2016, with the total contract price, including all amendments to date, remaining at an amount not to exceed 1,128, To Milliman USA, Inc., for Amendment No. 1, which provides for additional financial resources to address actuarial consulting services during the next round of labor negotiations (with TWU Local 234, UTU Local 1594, IBT Local 500 and the FOTP), at an increase in cost not to exceed 200,000, bringing the total contract price, including this amendment, to an amount not to exceed 2,002, To Crusader Railroad Consulting, LLC, for Amendment No. 2, which provides for an 18-month time extension (retroactive to September 30, 2015) to perform 2016 NORAC operating rules recertification and PTC rules refresher training to the Railroad Operations Control Center (RROC) staff of new Train Dispatchers, 6

7 Minutes of Regular and Annual Board Meeting February 25, 2016 thereby establishing a new contract completion date of March 29, 2017, at an increase in cost not to exceed 102,119, bringing the total contact price, including all amendments to date, to an amount not to exceed 285,204." III.A.1. TARIFF NO. 8, SUPPLEMENT NO. 13, MAKING PERMANENT MINOR ROUTING CHANGES TO BUS ROUTE 37 TARIFF NO. 22, SUPPLEMENT NO. 12, MAKING PERMANENT MINOR ROUTING CHANGES TO BUS ROUTE 105 TARIFF NO. 60, SUPPLEMENT NO. 11, MAKING PERMANENT MINOR ROUTING CHANGES TO BUS ROUTE 114 TARIFF NO. 69, SUPPLEMENT NO. 9, MAKING PERMANENT MINOR ROUTING CHANGES TO BUS ROUTE 110 TARIFF NO. 74, SUPPLEMENT NO. 9, MAKING PERMANENT MINOR ROUTING CHANGES TO BUS ROUTE 106 TARIFF NO. 90, SUPPLEMENT NO. 8, MAKING PERMANENT MINOR ROUTING CHANGES TO BUS ROUTE 107 TARIFF NO. 129' SUPPLEMENT NO. 10, MAKING PERMANENT MINOR ROUTING CHANGES TO BUS ROUTE 115 TARIFF NO. 161, SUPPLEMENT NO. 10, MAKING PERMANENT MINOR ROUTING CHANGES TO BUS ROUTE 113 TARIFF NO. 205, SUPPLEMENT NO. 6, MAKING PERMANENT MINOR ROUTING CHANGES TO BUS ROUTES 476 & 492 TARIFF NO. 240, SUPPLEMENT NO. 2, MAKING PERMANENT MINOR ROUTING CHANGES TO BUS ROUTE 123 "WHEREAS, on September 11, 2015 the General Manager filed with the Board the following proposed supplements to tariffs: Supplement No. 13 to Tariff No. 8, Supplement No. 12 to Tariff No. 22, Supplement No. 11 to Tariff No. 60, Supplement No. 9 to Tariff No. 69, Supplement No. 9 to Tariff No. 74, Supplement No. 8 to Tariff No. 90, Supplement No. 10 to Tariff No. 129, Supplement No. 10 to Tariff No. 161, Supplement No. 6 to Tariff No. 205, and Supplement No. 2 to Tariff No. 240 (collectively "Proposals"); and WHEREAS, the Proposals, if adopted, would make permanent minor routing changes on Routes 37, 105, 106, 107, 110, 113, 114, 115, 123, 476 and 492; and WHEREAS, pursuant to applicable law and the rules and regulations that became effective on March 1, 2010, the Chairman appointed Eugene N. Cipriani as Hearing Examiner to conduct public hearings with respect to the proposed supplements to certain tariffs; and WHEREAS, after appropriate publication and posting the Hearing Examiner presided over the public hearings, which were held on November 17, 2015 at a convenient and accessible location; and WHEREAS, persons who desired to do so were given the opportunity to appear at the public hearing to present testimony, 7

8 Minutes of Regular and Annual Board Meeting February 25, 2016 to introduce material and to ask relevant questions of SEPTA' s representatives; and WHEREAS, based on the testimony, evidence and exhibits presented at the public hearing or otherwise entered into the record, on December 10, 2015 the Hearing Examiner issued a Report and Recommendation. NOW, THEREFORE, BE IT RESOLVED, that upon consideration of the testimony taken and evidence presented at the public hearing held or otherwise entered into the record, together with the arguments and/ or material presented at this meeting along with the recommendation of the Hearing Examiner, the Board hereby adopts Supplement No. 13 to Tariff No. 8, Supplement No. 12 to Tariff No. 22, Supplement No. 11 to Tariff No. 60, Supplement No. 9 to Tariff No. 69, Supplement No. 9 to Tariff No. 74, Supplement No. 8 to Tariff No. 90, Supplement No. 10 to Tariff No. 129, Supplement No. 10 to Tariff No. 161, Supplement No. 6 to Tariff No. 205, and Supplement No. 2 to Tariff No. 240, as the General Manager proposed and authorizes that they become effective as soon as management can appropriately implement them." III.A.2. SECOND AMENDMENT TO LEASE AGREEMENT BETWEEN WANAMAKER OFFICE LEASE, LP AND SEPTA FOR OFFICE SPACE USED BY THE SEPTA TRANSIT POLICE DEPARTMENT "WHEREAS, on July 3, 1995 SEPTA and the predecessor to Wanamaker Off ice Lease, LP ("Wanamaker") entered into a lease agreement ("Lease") under which SEPTA leases about 2,700 rentable square feet of off ice space on concourse level P2 of The Wanamaker Building located at 100 Penn Square East, Philadelphia ("Demised Premises") for a term of ten years expiring on April 30, 2006; and WHEREAS, the SEPTA Transit Police Department ("Transit Police") uses the Demised Premises as its headquarters for Police Zone 3; and WHEREAS, the Demised Premises connects directly with the subway concourse near the 13th Street Station on the Market Frankford Subway Elevated ("MFSE") Line, and gives the Transit Police ready access to the MFSE Line and adjacent subway concourse; and WHEREAS, on December 15, 2005 the Board authorized SEPTA to enter into the first amendment ("First Amendment") to the Lease which extended the term of the Lease for an additional period of ten years which will expire on April 30, 2016; and WHEREAS, Wanamaker has now agreed to enter into a second amendment ("Second Amendment") to the Lease for a term of ten years commencing May 1, 2016 and expiring on April 30, 2026; and 8

9 Minutes of Regular and Annual Board Meeting February 25, 2016 WHEREAS, the initial rental for the first year under the Second Amendment will be 13,068 annually/1,089 monthly (or 4.84 per square foot), and would increase by three percent (3%) per year thereafter; and WHEREAS, SEPTA staff requested that the General Manager recommend that the Board authorize SEPTA to enter into the proposed Second Amendment to the Lease under the terms and conditions set forth above and more fully described in the pertinent staff summary; and WHEREAS, Board. the General Manager made the recommendation to the NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to enter into the proposed Second Amendment to the Lease Agreement with Wanamaker Off ice Lease LP for approximately 2,700 square feet of space on concourse level P2 of the Wanamaker Building, under such terms and conditions set forth within the pertinent staff summary. FURTHER RESOLVED, that the Board hereby authorizes the General Manager to execute and deliver any and all such 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." III.A.3. LEASE FROM DKM ASSOCIATES, LP TO SEPTA FOR A TEMPORARY HAUL ROAD PROVIDING ALTERNATIVE ACCESS FOR THE FRAZER YARD EXPANSION PROJECT "WHEREAS, SEPTA is upgrading and expanding its Frazer Yard facility in order to prepare for the delivery of new locomotives and bi-level railcars ("Project"); and WHEREAS, in order to accomplish this Project, SEPTA requires leasing a temporary haul road (for approximately 640 linear feet/16,500± square feet) along the existing westerly boundary of a portion of property owned by DKM Associates, LP ("DKM") and leased to J & L Building Materials, Inc., located at 600 West Lancaster Avenue, Malvern, Chester County, to be used for delivery of construction materials to the west end of Frazer Yard ("Demised Premises"); and WHEREAS, the proposed one-way haul road will begin at Lancaster Avenue (U.S. Route 30) and traverse a portion of property owned by DKM to a common boundary line with Norfolk Southern Railway Company ("NS"), at which point the haul road continues onto NS property; and WHEREAS, under to proposed lease, SEPTA (or its contractor) will be permitted to use the temporary haul road for a base term of one year with the right to exercise an additional one-year 9

10 Minutes of Regular and Annual Board Meeting February 25, 2016 option, with SEPTA reserving the right to terminate the lease upon 60-days' prior written notice; and WHEREAS, rental under both the one-year base term and option period, if exercised, will be fixed at 13,200 annually; and WHEREAS, as additional consideration under the Lease, upon 60-days' prior notice from SEPTA that it intends to use the haul road, SEPTA shall pay DKM a one-time fee of 100,000 for paving a macadam lay-down area for relocation of DKM's materials, payable in installments of 20, 000 within ten days and the balance of 80,000 at such time the haul road is ready for SEPTA's use; and WHEREAS, a chain-link fence (with roll/swing gate) will be financed and installed by SEPTA's contractor to be located along the easterly side of the haul road, and removed by the contractor upon termination of the lease; and WHEREAS, SEPTA (or its contractor) will also be responsible for any required permits associated with the haul road and material relocation, as well as repaving the Demised Premises upon termination of the lease; and WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to enter into the proposed temporary lease agreement with DKM under the terms and conditions set forth above and more fully described in the pertinent staff summary; and WHEREAS, Board. the General Manager made the recommendation to the NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to enter into the proposed temporary lease agreement with DKM Associates, LP, for the Frazer Yard Expansion Project, under the terms and conditions that are set forth in 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 necessary and proper in order to effectuate the purpose of this Resolution." III.A.4. LEASE FROM NORFOLK SOUTHERN RAILWAY COMPANY TO SEPTA FOR A TEMPORARY HAUL ROAD AND PRIVATE GRADE CROSSING FOR THE FRAZER YARD EXPANSION PROJECT "WHEREAS, SEPTA is upgrading and expanding its Frazer Yard facility in order to prepare for the delivery of new locomotives and bi-level railcars ("Project"); and 10

11 Minutes of Regular and Annual Board Meeting February 25, 2016 WHEREAS, in order to accomplish this Project, SEPTA requires leasing a temporary haul road and construction of a private grade crossing (at a combined 28, 900 square feet) on a portion of property owned by Norfolk Southern Railway Company ("NS") in Malvern, Chester County, to be used for delivery of construction materials to the west end of Frazer Yard ("Demised Premises"); and WHEREAS, the proposed one-way haul road will begin at Lancaster Avenue (U.S. Route 30) and traverse a portion of property owned by DKM Associates, LP to a common boundary line with NS, at which point the haul road continues onto NS property for a distance of 1, 54 0 linear feet (inclusive of the private grade crossing); and WHEREAS, the private grade crossing will be constructed by NS at SEPTA's expense at an estimated amount of between 20,000 and 25,000; and WHEREAS, under the proposed lease, SEPTA (or its contractor) will be permitted the use the temporary haul road and private grade crossing for a base term of one year with the right to exercise an additional one-year option, with SEPTA reserving the right to terminate the lease upon 60-days' prior written notice; and WHEREAS, rental under the one-year base term will be 50,000, and thereafter at a rate of 4, per month for the option period prorated for partial months, if exercised; and WHEREAS, SEPTA (or its contractor) will also be responsible for any required permits associated with the haul road and flagman costs, as well as restoring the Demised Premises to a condition satisfactory to NS upon termination of the lease; and WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to enter into the proposed temporary lease agreement with NS under the terms and conditions set forth above and more fully described in the pertinent staff summary; and WHEREAS, Board. the General Manager made the recommendation to the NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to enter into the proposed temporary lease agreement with Norfolk Southern Railway Company, for the Frazer Yard Expansion Project, under the terms and conditions that are set forth in 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 11

12 Minutes of Regular and Annual Board Meeting February 25, 2016 other things as shall be necessary and proper in order to effectuate the purpose of this Resolution." III.A.5. LEASE BY SKMS VENTURE, LLC TO SEPTA OF A PORTION OF PROPERTY TO BE USED FOR THE 61 ST AND PINE STREET BUS LOOP IMPROVEMENTS PROJECT "WHEREAS, SEPTA re~uires to lease property to be used in conj unction with its 61 s and Pine Street Bus Loop Improvements Project ("Project"); and WHEREAS, the construction associated requires an office trailer, restroom trailer, of a container and equipment that are located of the Project; and with the Project staging and storage within the vicinity WHEREAS, SKMS Venture, LLC ("SKMS") has offered to lease to SEPTA an approximate 1,075 square foot portion of their property ("Demised Premises") suitable for SEPTA' s needs located at 422 South 61st Street, Philadelphia, for an initial term of 13 months commencing March 1, 2016 and expiring March 31, 2017, and thereafter on a month-to-month basis until otherwise terminated by either party upon 90 days prior notice; and WHEREAS, SEPTA will accept the Demised Premises in "as is" condition and has agreed to repair any damage to the property which it causes, as well as reseed the property, replace the existing sidewalk, install a new curb ramp, and replace existing fencing upon vacating the Demised Premises, at SEPTA'S sole cost and expense; and WHEREAS, the negotiated rental for the Demised Premises is 500 per month (or 5.58 per square foot) with no escalation, to be prorated for any partial month beyond the initial 13 month term; and WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to enter into the proposed lease agreement with SKMS 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. NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to enter into the proposed lease agreement with SKMS Venture LLC for the Demised Premises under the terms set forth in 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 12

13 Minutes of Regular and Annual Board Meeting February 25, 2016 other things as shall be necessary and proper in order to effectuate the purpose of this Resolution." III.A.6. GRANT BY SEPTA TO VILLANOVA UNIVERSITY OF A TEMPORARY EASEMENT FOR USE IN THE CONSTRUCTION OF A PEDESTRIAN BRIDGE OVER LANCASTER AVENUE IN RADNOR TOWNSHIP, DELAWARE COUNTY "WHEREAS, Villanova University ("Villanova") is planning to construct a new pedestrian bridge ("Bridge") over Lancaster Avenue (U.S. Route 30) which will connect to SEPTA's Norristown High Speed Line (NHSL) existing pedestrian overpass at Chapel Station in Radnor Township, Delaware County; and WHEREAS, in connection with Villanova's construction and installation of the Bridge, as well as replacement of an approximate 20 linear feet section of SEPTA' s existing bridge, Villanova has requested that SEPTA grant to Villanova, for nominal consideration, a temporary construction easement consisting of approximately 266 square feet of SEPTA-owned property; and WHEREAS, the term of the temporary construction access is for a period of one (1) year from the date of the execution of the agreement, and thereafter on a month-to-month bases as needed by Villanova; and further subject to Villanova's contractor having entered into a Right-of-Entry Agreement with SEPTA; and WHEREAS, it is anticipated that in the near future, upon SEPTA' s approval of the final plans and Board authorization, SEPTA and Villanova will enter into a perpetual easement for the deck area above the location of the temporary construction easement; and WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to grant to Villanova the temporary construction easement under such terms and conditions set forth above and more fully described in the pertinent staff summary; and WHEREAS, Board. the General Manager made the recommendation to the NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to grant to Villanova University a temporary construction easement, for construction of a pedestrian bridge over Lancaster Avenue, under the terms and conditions set forth in 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 13

14 Minutes of Regular and Annual Board Meeting February 25, 2016 other things as shall be deemed necessary and proper in order to effectuate the purpose of this Resolution." III.A.7. REIMBURSEMENT AGREEMENT BETWEEN SEPTA, INTERPARK LLC AND TURNER CONSTRUCTION COMPANY RELATING TO WATERPROOFING A SECTION OF THE SUBURBAN STATION COMMUTER RAIL TUNNEL AND CONCOURSE "WHEREAS, the City of Philadelphia ("City") owned a parcel of property bounded by 15th Street, John F. Kennedy ("JFK") Boulevard, 16th Street and Arch Street, which was improved by a park located on the surf ace commonly known as JFK Plaza or LOVE Park ("Park"), as well as a four-level underground parking garage ("Garage"); and WHEREAS, on or about June 26, 2014, the City conveyed its fee interest title in the Garage to UGP-Love Park, LLC ("UGP"), an affiliate of InterPark LLC ("InterPark"), and WHEREAS, UGP plans to repair and/ or replace waterproofing membrane of the Garage among other and the existing improvements; WHEREAS, the City has agreed to permit UGP access to Cityowned property in order to complete the improvements to the Garage, provided that InterPark restores and improves the Park (collectively, "Project"); and WHEREAS, in order to complete the Project, Turner Construction Company ("Turner") will remove the entire surface of the Park (including paving, planters, surface amenities and the fountain), thereby exposing the existing waterproofing membrane above the Garage and a portion of the roof deck of SEPTA' s Suburban Station Commuter Rail Tunnel and Concourse; and WHEREAS, upon said removal, the existing waterproofing membrane over the Garage will be repaired and/or replaced and the Park restored and improved; and WHEREAS, SEPTA's Suburban Station Commuter Rail Tunnel and Concourse is located underneath the southernmost portion of the Park, with the ceilings thereof currently leaking, and the existing waterproofing membrane being in deteriorating condition in need of removal/replacement; and WHEREAS, while not part of the original scope of work, Turner has agreed to remove and replace the existing waterproofing membrane of SEPTA' s property as an extension of their work on behalf of UGP and the City, and InterPark has agreed to manage and oversee the SEPTA waterproofing for a 5% management fee (based upon Turner's actual reimbursement costs); and 14

15 Minutes of Regular and Annual Board Meeting February 25, 2016 WHEREAS, the foregoing widening of the scope of work by Turner offers a unique opportunity to access the roof deck and waterproof the SEPTA property, and thereby afford SEPTA a significant savings over performing the waterproofing independently at a future date; and WHEREAS, the schedule of removing and replacing the existing waterproofing membrane of the SEPTA property is planned to commence by July 2016 and be completed by October 2016, at an estimated cost for Turner's performance and InterPark's management services presently estimated at 2,268,835, with possible additional costs in the event of unforeseen subterranean conditions; and WHEREAS, staff requested that the General Manager that the Board authorize SEPTA to enter into the reimbursement agreement with the City and Turner under and conditions that are set forth above and more fully in the pertinent staff summary; and recommend proposed the terms described WHEREAS, Board. the General Manager made the recommendation to the NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes SEPTA to enter into the proposed reimbursement agreement with InterPark LLC and Turner Construction Company relating to the waterproofing membrane in the Suburban Station Commuter Rail Tunnel and Concourse, under the terms and conditions that are set forth in 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 necessary and proper in order to effectuate the purpose of this Resolution." III.B. AUTHORIZATION TO AWARD CONTRACTS FOR VARIOUS PROCUREMENTS "WHEREAS, SEPTA advertised and invited bids for the supplies identified below; and WHEREAS, the firms listed below were the lowest responsive and responsible bidders to the invitation for bids; and WHEREAS, staff requested that the General Manager recommend that the Board authorize SEPTA to award the contracts identified below; and WHEREAS, Board. the General Manager made the recommendation to the NOW, authorizes THEREFORE, SEPTA to BE IT RESOLVED, award and for the ~hat the Board General Manager hereby or his 15

16 Minutes of Regular and Annual Board Meeting February 25, 2016 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 Cummins Power Systems, LLC, for Items Nos. 1 and la, for the purchase of 140 engine kits to be used in the FY2017 Vehicle Overhall (VOH) Campaign at the Berridge Shop, at unit prices of 15, and 2,800, respectively, with delivery of material scheduled in increments of six uni ts every other week commencing on July 1, 2016, as described in the staff summary on this subject, for a total contract amount not to exceed 2,595,887, Sealed Bid No AJJV - Cummins Engine Kits. 2. To A. P. Construction, Inc., for general construction services, for a total contract amount not to exceed 7, 400, 640; to Westcott Electric Company, for electrical construction services, for a total contract amount not to exceed 1,540,000; and to Santa Paul Corp., t/a Lima Company, for mechanical construction services, for a total contract amount not to exceed 249, 500, to provide all labor, materials, tools and equipment for the Concourse Improvements Stage 2 Phase I Project, with services to be performed over a period of 365 calendar days after issuance of Notice-to-Proceed, as described in the staff summary on this subject, Sealed Bid No AMZK Concourse Improvements Stage 2 Phase I Project. 3. To C. Abbonizio Contractors, Inc., for the provision of all labor, materials, tools and equipment for the Frazer Shop and Yard Expansion - Contract 1, with services to be performed over a period of 400 calendar days after issuance of Notice-to-Proceed, as described in the staff summary on this subject, for a total contract amount not to exceed 19, 902, 060, Sealed Bid No AMJP - Frazer Shop & Yard Expansion Contract To Rockport Construction Company, Inc., for the provision of all labor, materials, tools and equipment for the Frankford Elevated Line Haunch Repair Project Phase 2, with services to be performed over a period of 274 calendar days after issuance of Notice-to-Proceed, as described in the staff summary on this subject, for a total contract amount not to exceed 2, 18 4, 18 0, Sealed Bid No ATMM Frankford Elevated Line Haunch Repair Project Phase 2." III.C. AWARD OF VARIOUS CONTRACTS FOR SOLE SOURCE PROCUREMENTS "WHEREAS, SEPTA has need for the described below and those supplies and only from the firms listed below; and supplies and services services are available 16

17 Minutes of Regular and Annual Board Meeting February 25, 2016 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, all 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 each vendor/contractor satisfactorily providing any required bonds, insurance certificates and/or other documents, and complying with any applicable Disadvantaged Business Enterprise requirements: 1. To Xerox Transport Solutions, Inc., for the repair of the IVU and IVU/Orbstar Modules which are part of the Automatic Vehicle Announcement (AVA) and GPS Systems on the New Flyer and CCT fleets, with services to be performed on an "as required, when requested" basis commencing in March 2016, as described in the staff summary on this subject, for a total contract amount not to exceed 689, To R. F. Design & Integration, Inc., for the purchase and installation of new Mobile Access Routers (MARS) to be installed on approximately 1, 3 97 SEPTA buses, with deli very of material and services commencing in March 2016 and expected to be completed by August 2016, as described in the staff summary on this subject, for a total contract amount not to exceed 797,994." III.D. AUTHORIZATION TO EXECUTE A CHANGE ORDER "WHEREAS, additional work is required to complete the project 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 order 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 Mulhern Electric Company, Inc., for Change Order No. 1, which provides for additional electrical-related work on Comly Boiler Replacement Project, at an increase in cost not to exceed 9,934, bringing the total contract price, including this change order, to an amount not to exceed 97,908." 17

18 Minutes of Regular and Annual Board Meeting February 25, 2016 Speakers Mr. Deon then called for speakers. Patrick Wright Mr. Wright stated that he was a Southern District operator. He stated that he was aware that 400 people were interviewed for a lower management position. Mr. Wright stated that there were 6,000 Local 234 members and he inquired why no internal candidates were interviewed. He said the position was not offered to bus operators or train operators, but was offered to external candidates. Mr. Hopkins asked Mr. Wright to meet following the meeting to go through the details and to let Mr. Wright know what classes were available. Chairman Deon thanked Mr. Wright for attending the meeting. Caleb Stone Mr. Stone discussed the overhaul of the push-pull cars and requested to have these cars operate on local service. Mr. Knueppel replied to Mr. Stone and explained the difference and speed of locomotive pulling cars versus multiple unit trains. He said that there will be more opportunities when the new locomotives arrive. Report of General Manager Mr. Knueppel announced that he was very pleased to report that SEPTA reached an important milestone in our extensive and very intensive preparations to meet the federal mandate to build a Positive Train Control signal system for our Regional Rail network. He reported that the Federal Railroad Administration was out conducting on-site testing of our system and that pending the outcome of the tests and the FRA declaring SEPTA ready to operate our PTC system, we would begin with a Revenue Service Demonstration on the Warminster Regional Rail Line. Mr. Knueppel said that one of SEPTA' s business goals was demonstrating the role public transit plays to support growth in communities across our region so we are proud to announce the recent extension of Route 53 bus service in response to economic development the Hunting Park Ave. He mentioned that this improved transit access would benefit residents, businesses, and institutions in the Feltonville, Juniata Park, and Hunting Park neighborhoods. Mr. Knueppel stated that for his last report item Punxsutawney may have Phil the groundhog, but in our region, the 18

19 Minutes of Regular and Annual Board Meeting February 25, 2016 sure sign that spring was on its way was the Philadelphia Flower Show at the Convention Center. He mentioned that Jefferson Station was already decked out and our Ambassadors were ready to greet the thousands of horticultural enthusiasts who will ride Regional Rail to attend the show. Adjournment There being no further business to come before the Board at this Regular Meeting, it was moved by Mr. Johnson seconded by Representative Evans, and unanimously adopted that the meeting be adjourned at 3:28 PM. A transcript of this meeting was made by an official court reporter and is made a part of the original Minutes. Carol R. Looby Secretary 19

20 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FINANCIAL REPORT JANUARY 2016 For Period Ended January 23, 2016 February 5, 2016 trl :><:: ::i::: H b:j H t--3 :i::

21 FINANCIAL REPORT - JANUARY 2016 COMMENTARY Summary of Financial Results and Commentary GROUP 1 -CONSOLIDATED OPERATIONS (1.1) Consolidating Statement of Income - (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) 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 of Income (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)

22 FINANCIAL REPORT - JANUARY 2016 COMMENTARY Summary of Financial Results and Commentary

23 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY JANUARY 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 January 2016 and the seven-month period then ended. The results are compared to the Fiscal Year 2016 budget and to the prior year results in the accompanying financial statements. (IN THOUSANDS) SEVEN MONTHS DIVISION MONTH OF JANUARY ENDED JANUARY City Transit (54, 130) (46,410) (325,339) (316,888) Victory (5,927) (5,737) (40,744) (39,551) Frontier (1,889) (2,292) (14,350) (14,769) Regional Rail (14,496} {14, 177) (89,596} {83, 169) Total Deficit Before Subsidies (76,442) (68,616) (470,029) (454,377) Operating Subsidies 74,924 68, , ,684 Surplus/(Deficit) After Subsidies {1,518) (83} (763) 307 Unrealized Investment Gain/(Loss) Surplus/(Deficit) after Investment Gain/(Loss) (1,0 5) 160 (220) 968 The deficit after subsidies for the month of January was 1.5 million and the cumulative deficit for the seven months was 763 thousand. Passenger revenue for the month was 1.1 million (or 3.2%) worse than budget. Passenger revenue for the seven months of Fiscal 2016 was 5.7 million (or 2.1%) worse than budget. Shared Ride Program revenue was 58 thousand worse than budget for the month of January and was 89 thousand (or 0.8%) worse than budget for January year-to-date. Operating expenses for the month of January were 151 thousand worse than budget. For the seven-month period, operating expenses were 4.9 million (or 0.6%) better than budget

24 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY JANUARY AND YEAR-TO-DATE RESULTS OF OPERATIONS DIVISIONAL COMMENTARY ON JANUARY AND YEAR-TO-DATE RESULTS CITY TRANSIT DIVISION The Division's operations for January 2016 resulted in a deficit before subsidies of 54.1 million for the month and a year-to-date deficit before subsidies of million, which is 2.2% worse than budget. Passenger revenue for the month of January was 534 thousand (or 2.5%) worse than budget. For the seven months of Fiscal 2016 total passenger revenue was 5.2 million (or 3.1%) worse than budget. Shared Ride Program revenue for January year-to-date was 89 thousand (or 0.8%) worse than budget. Operating expenses for the sevenmonth period were worse than budget. For the first seven months of the fiscal year, the operating deficit after subsidies was 562 thousand. VICTORY DIVISION The Division's operations for January resulted in a deficit before subsidies of 5.9 million bringing the cumulative deficit before subsidies for the seven months of the fiscal year to 40.7 million, which is 3.9% better than budget. Passenger revenue for January was 8 thousand (or 0.5%) worse than budget and for the seven months of Fiscal 2016 was 383 thousand (or 2.9%) worse than budget. Operating expenses for the seven-month period were better than budget. For the first seven months of the fiscal year, the operating deficit after subsidies was 74 thousand

25 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY JANUARY AND YEAR-TO-DATE RESULTS OF OPERATIONS FRONTIER DIVISION Operations for the month of January resulted in a deficit before subsidies of 1.9 million bringing the cumulative deficit before subsidies for the seven months of the fiscal year to 14.4 million, which is 6.8% better than budget. Passenger revenue for January was 56 thousand (or 12.2%) worse than budget and for the seven months of Fiscal 2016 was 53 thousand (or 1.4%) worse than budget. Operating expenses for the seven-month period were better than budget. For the first seven months of the fiscal year, the operating deficit after subsidies was 25 thousand. REGIONAL RAIL DIVISION Operations for the month of January resulted in a deficit before subsidies of 14.5 million bringing the cumulative deficit before subsidies for the seven-month period to 89.6 million, which is 3.8% better than budget. January passenger revenue was 543 thousand (or 4.6%) worse than budget and year-to-date passenger revenue was 132 thousand (or 0.2%) worse than budget. Operating expenses for the seven-month period were better than budget. For the first seven months of the fiscal year, the operating deficit after subsidies was 102 thousand

26 FINANCIAL REPORT - JANUARY 2016 GROUP 1 -CONSOLIDATED OPERATIONS (1.1) Consolidating Statement of Income - (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)

27 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CONSOLIDATING STATEMENT OF INCOME SEVEN MONTHS ENDED JANUARY 23, 2016 (THOUSANDS) CITY REGIONAL TRANSIT VICTORY FRONTIER RAIL TOTAL DIVISION DIVISION DIVISION DIVISION SEPTA BUDGET VARIANCE BUDGET AMOUNT AMOUNT PERCENT OPERATING REVENUES Passenger Revenue Other Operating Revenue 161,295 13,018 3,794 87, ,343 12,043 1, ,946 20, ,069 (5,726) (2.11) 20, Sub-Total - Operating Revenue Shared Ride Program 173,338 14,241 4,212 94, ,973 10, , ,525 (5,552) (1.90) 10,807 (89) (0.82) TOTAL REVENUE AVAILABLE FOR OPERATIONS 184,056 14,241 4,212 94, , ,332 (5,641) (1.87) OPERATING EXPENSES 509,395 54,985 18, , , ,622 4, DEFICIT BEFORE SUBSIDIES (325,339) (40,744) (14,350) (89,596) (470,029) (469,290) (739) (0.16) OPERATING SUBSIDIES 324,777 40,670 14,325 89, , ,290 (24) (0.01) SURPLUS AFTER SUBSIDIES Unrealized Investment Gain/(Loss) SURPLUS AFTER INVESTMENT GAINl(LOSSl (562)!74)!25)!102)!763) (304) (56) (21) 161 (220) -!763) (220) Page 1.1 2/8/16

28 SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY CONSOLIDATING STATEMENT OF REVENUES AND EXPENSES SEVEN MONTHS ENDED JANUARY 23, 2016 (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 166, ,295 13,401 13,018 3,847 3,794 87,368 87, , ,343 Shared Ride Program 10,807 10, ,807 10,718 Investment Income Other Income 10,856 11,640 1,132 1, ,345 6,670 19,732 19,928 TOTAL OPERATING REVENUE 188, ,056 14,548 14,241 4,253 4,212 94,972 94, , ,691 OPERATING EXPENSES Labor, including Paid Absences 231, ,398 25,580 25,216 10,203 10, ,231 74, , ,355 Fringe Benefits 152, ,573 15,912 13,953 5,574 4,504 45,551 40, , ,734 Material & Services 74,228 82, ,961 11,047 1,691 1,933 53,105 52, , ,664 Injuries & Damages 14,859 14,859 1,263 1, ,535 1,535 18,006 18,006 Propulsion Power 8,509 7, ,741 10,456 20,021 19,066 Fixed Rent 1,502 1, ,022 2,351 Fuel 16,338 15,327 2,273 2,612 1,782 1, ,804 19,849 Depreciation 7,367 7, ,126 3,123 10,638 10,695 TOTAL OPERATING EXPENSES 506, ,395 56,963 54,985 19,653 18, , , , ,720 DEFICIT BEFORE SUBSIDIES (318,339) (325,339) (42,415) (40,744} (15,400) (14,350) (93,136) (89,596) (469,290) (470,029) OPERATING SUBSIDIES Federal 15,097 15,412 2,076 1, ,906 2,728 20,815 20,815 State 248, ,059 35,003 33,559 12,415 11,528 49,001 45, , ,134 Local 37,307 38, 108 5,250 5,034 1,862 1,729 7,350 6,898 51,769 51,769 Lease CosUDebt Service 16,450 16, ,151 33, ,711 49,711 Other-Route Guarantees ,861 1,837 TOTAL SUBSIDIES 318, ,777 42,415 40,670 15,400 14,325 93,136 89, , ,266 - SURPLUS AFTER SUBSIDIES 5 - (562) - (74) -!25) -!102) - (763) Unrealized Investment Gain/(Loss) SURPLUS AFTER INVESTMENT GAINl(LOSS) (304) -!56) - (21) (220) Page 1.2 2/8/16