DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, October 21, 2015 6:00 p.m.

RiverWinds 1000 River Winds Drive West Deptford, NJ

John T. Hanson, Chief Executive Officer DRPA BOARD RIVER PORT AUTHORITY BOARD MEETING

Wednesday, October 21, 2015 at 6:00 p.m. Riverwinds 1000 Riverwinds Drive West Deptford, NJ 08086

ORDER OF BUSINESS

1. Roll Call

2. Report of the CEO – October 2015

3. Report of the CFO

Key Performance Indicators

4. Approval of September 16, 2015 Board Meeting Minutes

5. Monthly List of Previously Approved Payments – Covering Month of September 2015

6. Monthly List of Previously Approved Purchase Orders and Contracts of September 2015

7. Approval of Operations & Maintenance Committee Minutes of October 6, 2015

8. Adopt Resolutions Approved by Operations & Maintenance Committee of October 6, 2015

DRPA-15-118 2016 Charity Event Bridge/Ramp Closures at Ben Franklin, Commodore Barry and Betsey Ross Bridges

DRPA-15-119 205 Race Street Temporary Aerial Right of Entry License & Indemnification Agreement and Related Agreements with Jeffrey M. Brown Associates, LLC

9. Approval of Finance Committee Minutes of October 14, 2015

10. Adopt Resolutions Approved by Finance Committee of October 14, 2015

DRPA-15-120 Authorization for DRPA to Participate in NJ E-ZPass Customer Service Center Services Contract between NJ ETC and Xerox State & Local Solutions, Inc.

DRPA-15-121 Camera & Call Maintenance Agreement

DRPA-15-122 LexisNexis Contract for Digital Legal Research

DRPA-15-123 Renewal of DRPA Commercial General Liability Policy

DRPA-15-124 Renewal of DRPA/PATCO Commercial Automobile Liability Policy

DRPA-15-125 Renewal of DRPA Excess Workers’ Compensation & Employers’ Liability Policy

DRPA-15-126 Renewal of DRPA/PATCO Commercial Umbrella Liability Policy

DRPA-15-127 Renewal of DRPA/PATCO Crime Policy

DRPA-15-128 Renewal of DRPA Claims made Excess Liability Insurance Policy

11. Approval of Audit Committee Minutes of October 14, 2015

12. Adopt Resolutions Approved by Audit Committee of October 14, 2015

DRPA-15-129 IT Compliance Specialist

13. Approval of Labor Committee Minutes of October 6, 2015

14. Adopt Resolutions Approved by Labor Committee of October 6, 2015

DRPA-15-130 Collective Bargaining Agreement between DRPA and International Brotherhood of Electrical Workers (IBEW) Local 351

DRPA-15-131 Appointment of Deputy Chief Executive Officer

DRPA-15-132 Interim Collective Bargaining Agreements Extension

15. Unfinished Business

16. New Business

DRPA-15-133 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

17. Citizens Advisory Committee Report

18. Public Comment

19. Executive Session

20. Adjournment CEO REPORT Report of the Chief Executive Officer

OCTOBER, 2015

Delaware River Port Authority of and One Port Center 2 Riverside Drive Camden, New Jersey 08101-1949

October 21, 2015

To the Commissioners:

The following is a summary of recent DRPA activities. The appropriate reports are attached:

Stewardship /Stewardship

 I would like to thank all of our employees and volunteers who helped make the Papal Visit weekend event a tremendous success. I could not be more proud of the way in which our team has performed. Teams from the DRPA and PATCO engaged in extensive planning and preparation for several months. Those who have been directly involved have gone above and beyond in this effort and those who have not been directly involved have supported the team effort. Our ability to provide the pilgrims crossing the Ben Franklin Bridge or riding PATCO with a safe, secure, pleasurable experience was a primary goal and I believe it was achieved.

 The Walker Family drove nearly 200 days and 13,000 miles from Buenos Aires, Argentina to the US through 13 countries in order to see Pope Francis in Philadelphia during the World Meeting of Families. Turns out they rode PATCO from New Jersey to Philadelphia.

Noel and Catire Walker and their four children met with the Pope early Sunday morning, at his residence in Philadelphia’s Saint Charles Borromeo Seminary. Father Federico Lombardi, SJ, the head of the Holy See Press Office stated “The Pope said to me explicitly to say [that he had met with the family] because for him it was a very interesting moment, and the experience of this family has touched him very much.” The Family said the meeting was the “the best gift of all” after their long journey.  A customer wrote in to praise our actions, “Congratulations to everyone at PATCO for providing excellent service on Sunday, 9/27! Nice job! My wife and I boarded at Lindenwold around 9:15 AM. PATCO staff and police were pleasant and professional as our bags were inspected. Your idea to remove the ticket gates at 9th-10th & Locust was a slick idea and really made the flow of passengers easy. On our return, we boarded at 9th- 10th & Locust around 7:45 PM and everything flowed fine.”

 “A huge thank you from us here at Jefferson Hospital. Everyone was very thankful for the train. I had one woman who said she was a mother with two small children at home and didn't know what she was going to do if she had to stay here for three days. When she saw the announcement for the special train she thanked God. I am very thankful for your assistance and the partnership we have with PATCO.”

 A customer wrote, “Thank you for all the security over the weekend. I'm sure some people will say it was 'overkill' but I felt extremely safe traveling to see the Pope on Saturday. Great job!!! Thank you to everyone who assisted in this effort!!!”

 During a couple’s recent crossing of the BRB in route to a hospital to see a relative who had undergone emergency surgery after being involved in a motorcycle accident, Officer James Hartnett provided invaluable assistance. Officer Harnett did not think they would be able to reach Cooper Hospital if they continued on the same route as this was during the Papal Visit weekend road closures. He not only told them which route to take, but actually had them follow him while he led them onto the correct road. The couple arrived just in time before life support apparatus was removed. They had a chance to see their uncle before he passed. “We both consider it a gift from Officer Hartnett that we were able to be there, as we would not have made it there when we did without his assistance. We will not forget the kindness he showed us. Officer Hartnett, thank you from the bottom of our hearts. I want you to know how much it matters to us, the opportunity you gave us through your actions. We are so grateful. Please stay safe and God bless.” Bryan and Jennifer Finn

 On September 10th, 2015 while performing his duties at PATCO, Train Operator Andy Castillo #1771 went above and beyond his call of duty by assisting a patron who was being touched and harassed by a drunken unruly passenger, while on the platform at 16th & Locust station. Once Operator Castillo confronted the individual, as he began to harass and threaten other patrons, he himself became a victim of threats and physical assault. During the assault Operator Castillo received minor injuries to his neck area, while the out of control assailant attempted to throw him onto the tracks, while grabbing him by the neck. While being attacked, Operator Castillo was able to yell out to the attacker that the Police were on their way. At that time, he released Operator Castillo and fled up to concourse level where he was ultimately placed under arrest by PATCO Police, charged accordingly and lodged in the Philadelphia Prison system. Due to Operator Castillo’s selfless act and concern for his patrons, he prevented further attacks and injuries to the patrons of the Delaware River Port Authority.  As another example of our agency’s community stewardship and shared values in action, I am pleased to report that, on October 19, 2015, CAO Toni P. Brown was a panelist at a workshop for Camden Small Businesses hosted by Camden Mayor Dana L. Redd and Camden City Council President Francisco “Frank” Moran at the Waterfront Technology Center in Camden. This workshop, according to the organizers, was a unique opportunity for small contractors to learn how to: (1) sell their goods and services to large corporations; (2) be added to vendor lists for local businesses; and (3) find and respond to RFPs for local development projects. As a panelist, CAO Brown had the opportunity to discuss how to do business with the DRPA, among other topics. The Office of Business Development & Equal Opportunity (OBD&EO) also staffed a table with extensive information during the event’s Resource Fair, including OBD&EO’s 2014 Year End Summary Report of Awards and Payments to Disadvantaged, Minority and Women-Owned Vendors, Contractors and Consultants, information on how to sign up for OBD&EO’s Quarterly News Alert, instant e- alerts, and vendor profile forms to fill out and submit for processing. Mrs. Brown also had invitations on hand at this event to the November 12, 2015 Special Engineer and Contractor Event, a partnership between the OBD&EO and Engineering Department, where companies are invited to come to DRPA to learn how to do business and network with each other and Authority staff. DRPA

Under CEO Emergency Powers

 I approved an invoice in the amount of $46,450 for Vitarelli’s Catering for catering services for approximately 500 employees, volunteers, and National Guard who were scheduled to support safety and security efforts during the weekend of the Papal visit.

 A Right of Entry Agreement with the County of Camden was approved to install cameras on the OPC roof for monitoring and observation during the Papal weekend visit.

 Two Amendments to the Supplement of an existing Agreement with Rob’s Automotive and Collision of New Jersey, and Flanagan’s Auto & Truck Services were approved. This corrects a clerical calculation error in the September 17, 2015 Supplement for tow services on DRPA bridges in an additional amount of $9,000 for each towing provider. The Amendment provides for additional stand-by towing services on the Betsy Ross and Walt Whitman Bridges during the Papal Visit.

Special Papal Visit FREEDOM Card Mailings by the DRPA Mail Room

CAO Toni P. Brown, who has responsibility for the Mail Room operations, has provided an update on the number of special Papal visit FREEDOM Card disk mailers that were mailed out of the DRPA Mail Room at One Port Center. These special FREEDOM Cards to ride PATCO were available for the public to order online in advance of the Papal visit of Pope Francis on Saturday, September 26 and 27, 2015. Staff from the FREEDOM Card Center fulfilled the online orders; and one (1) to ten (10) FREEDOM Cards could be packaged in a disk mailer. A special Papal Visit FREEDOM Card DRPA Mail Room Report was developed to track the number of disk mailers that arrived daily from the FREEDOM Card fulfillment center to the DRPA Mail Room from July 31, 2015 to September 18, 2015. This special report tracked the number of disk mailers processed daily, the postage cost incurred for the special mailings and the number of returns, if any. During the time frame of July 31, 2015 to September 18, 2015, the DRPA mail room processed a total of 3388 disk mailers at a postage cost of $5,348.76 with only one (1) disk mailer return. I would like to thank CAO Brown, and her colleagues who assisted with the Mail Room handling of the special Papal visit FREEDOM Cards, George Zisis, Terrell Williams, Trenace Starks, Anthony Lazar and Ann DuVall. Together with Kathleen Imperatore (Director of Fare Collection) and the FREEDOM Card Center staff, the Mail Room was able to assist PATCO customers who wanted to travel PATCO to see the Pope in late September in Philadelphia. Healthiest Company Award

CEO John Hanson was recently named as a finalist in SMARTCEO Magazine’s Healthiest Company Awards on September 17, 2015. The Healthiest Company Awards program honors companies that have demonstrated a commitment to their employee populations through health and wellness programs. Through these programs, today’s health conscious companies are not only investing in the strength of their businesses’ futures but also the futures of employees and their families. An independent committee of local business leaders selects finalists based on engagement, effectiveness and ROI. This was an excellent promotion of the hard work that the Benefits Department has done over the years to develop and grow the Authority’s Wellness Program.

2015 Health Fair

I am pleased to report that the 2015 PATCO Health Fair took place on Tuesday, October 13th between 11:30 a.m. and 1:30pm and 9:30pm-11:30pm and the 2015 DRPA Health Fair took place on Friday, October 16th 10am – 2pm. Flu shots were also scheduled for Tuesday, October 20, 2015 at the Ben Franklin Bridge Administration Building from 8pm – 11pm for those employees who could not attend the health fairs.

Of particular importance, as part of the annual Wellness Fund AmeriHealth provides to DRPA, we have secured flu shots to be administered at the fair to all employees. In addition, AmeriHealth of NJ and AREUFIT Health Services provided health and wellness services during the day sessions to include Total Cholesterol/HDL/Ratio, BMI, Blood Pressure, Pulmonary Function Screening, Dermascan Screening, Fatal Vision Simulation, Chiropractic Services, Nutritional Counseling and a Healthy Cooking Demonstration & Tasting. This year we added a Juice Smoothie Station.

Along with the DRPA Benefits Administration department a company representative from the following companies were in attendance:

. AFLAC . AmeriHealth of NJ . Cooper EAP . Delta Dental . VOYA Financial . The Standard Life Insurance

Enterprise Resource Planning (ERP) Update

 User Acceptance Testing (UAT) began on September 9. The purpose of UAT is to test the SAP system that was designed by our integration consultant, Quintel, to make sure SAP is working properly. UAT is expected to last approximately six weeks.  Overall, UAT is progressing well, and selected staff from all areas of the Authority has participated. We are completing approximately 6 scripted, real-life scenarios per week. Although we are finding some defects, Quintel has been able to address most of these defects quickly to ensure a stable production system.

 By mid-October, we anticipate that staff will be able to use SAP without a formal script so they can continue to test SAP at their desks and become more familiar with SAP.

 Because our consultants and staff spent additional time preparing for UAT, our original Go- Live date of October 1, 2015 has been delayed. Our new projected Go-Live date is January 4, 2016. This new Go-Live date is dependent on UAT continuing to progress smoothly, defects and issues being resolved quickly, and completing necessary change orders prior to Go-Live.

 In advance of Go-Live, our consultants are developing a cutover plan which will detail everything Authority staff and our consultants need to do in order to prepare for Go-Live and move data from our legacy system into SAP. We expect to have this plan by mid-October.

 Training activities are expected to begin in mid-November and continue through December.

For a list of Bridge and Finance actions, see Attachment 1 For a list of Personnel Actions, see Attachment 2 For a list of Contracts and Purchases, see Attachment 3 For a list of Risk Management & Safety Actions, see Attachment 4 For the Affirmative Action Report, see Attachment 5 For a list of Legal Statistics, see Attachment 6 ______PATCO

PATCO Customer Survey in October

Every three years, PATCO is required to collect ridership and demographic data as a condition of federal funding. To gather this important information, we partnered with the Delaware Valley Regional Planning Commission who assisted in the development of the survey based on their expertise. DVRPC also trained the PATCO survey agents. PATCO passengers were advised the customer survey would be underway on our platforms in October while they waited for a train in a creative “It Takes Two” seat drop, poster, tweet, Facebook and public announcement communication effort in advance of the beginning of the surveying on October 6. The Customer Survey has been underway since October 6 on our station platforms and will run until October 29, 2015. A summary of the customer survey findings will be provided to the Federal Transit Administration (FTA) in 2016 in the Authority’s 2016 Title VI Program submission. We are grateful to those PATCO customers who have been and will be approached by our PATCO Survey Agents on the platforms during morning, afternoon and evening commutes in October to provide their answers to the survey questions. I would like recognize Ann DuVall, Project Analyst in the Office of the Chief Administrative Officer, for serving as the Project Lead of a 19-member Cross-Functional Title VI Team, and the Delaware Regional Valley Planning Commission. I would also like to thank Kyle Anderson (Director, Corporate Communications & Community Relations) and Mike Williams (Acting Manager, Corporate Communications) for their development of the communication plan, which included the “It Takes Two” notification to our customers.

WiFi

After thorough beta testing of new WiFi equipment in recent weeks, Comcast and PATCO officially announced the inauguration of WiFi availability for customers at all PATCO stations, including those in the subway, on October 6th. Most PATCO customers carry smart phones and many have requested WiFi. PATCO and Comcast have worked together to add this feature to our passengers’ travel experience. For PATCO Ridership and Financial Information, See the General Manager’s Report in the PATCO section Attached are reports from the appropriate departments. ______

Respectfully Submitted,

John T. Hanson Chief Executive Officer REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 1 BRIDGE AND FINANCE Activity for the Month of September 2015

Calls for Service: 6,910 Total Arrests: 145 Adults: 140Juv.: 5 CDS Arrests: 5 DWI Arrests: 33

Arrests: CBB:1 BFB: 56 PATCO:41 BRB: 11 WWB:37Arrests NJ: 104Arrests PA: 42

Reportable Accidents: CBB: 0BFB: 3 PATCO:5 BRB: 2 WWB:13

Non Reportable Accidents: CBB: 1BFB: 13 PATCO:7 BRB: 2 WWB:13

Accident with Injuries: CBB: 0BFB: 1 PATCO:1 BRB: 0 WWB:0

Incident Type CBB BFB PATCO BRB WWB Total 33 MV Stop 300 263 82 262 558 1,471 26 Assist-Routine PD Backup 110 428 196 135 458 1,328 25x Insufficient Funds 2 4 5 1 482 501 302 Security Check 28 95 103 87 91 407 25 Escort 49 63 70 205 388 47 Disabled MV 35 73 7 40 160 317 88X Parking Viol./Compl. 1 271 272 35X Motorist Aid/Service To Patron 25 56 90 25 65 262 50X Leaving Jurisdiction 30 116 18 25 71 260 46 Construction/Trades Backup 30 55 5 41 84 216 90 Other PD Assist 9 37 80 9 22 160 1 Headquarters Assignment 21 51 2 6 35 115 33C CV Stop 10 20 3 67 100 302 Security Check/Detail 13 20 15 17 24 90 91 Ped Investigation/Stop 21 65 2 88 15 MV Accident 4 22 8 5 34 74 84 Check On Subject 6 6 39 10 61 25T Fare Problem 56 1 57 12 Suspicious Person/Activity/Event 1 21 27 3 3 55 309 Special Detail 1 46 1 2 50 82 Notification 6 10 28 1 4 49 79 Roadway Hazard/Station Hazard 13 12 5 19 49 78X Toll Evasion/TOS 17 17 2 1 10 47 80 Break 10 19 6 10 45 86 Removal 1 42 1 44 29 Alarm Activation 1 5 20 26 8 911 Hang Up/Mis-Dial 13 9 1 2 25 56 Med Emerg/Injury Report 7 16 1 24 Activity for the Month of September 2015

Calls for Service: 6,910 Total Arrests: 145 Adults: 140Juv.: 5 CDS Arrests: 5 DWI Arrests: 33

Arrests: CBB:1 BFB: 56 PATCO:41 BRB: 11 WWB:37Arrests NJ: 104Arrests PA: 42

Reportable Accidents: CBB: 0BFB: 3 PATCO:5 BRB: 2 WWB:13

Non Reportable Accidents: CBB: 1BFB: 13 PATCO:7 BRB: 2 WWB:13

Accident with Injuries: CBB: 0BFB: 1 PATCO:1 BRB: 0 WWB:0

Incident Type CBB BFB PATCO BRB WWB Total 341 Lost/Found Property 4 14 2 2 22 84 Check On Subject Well-being 5 9 2 1 17 58 Drivers License Check 16 16 59 MV Look Up 1 11 3 15 25EZ Easy Pass Redirect 15213 52 Erratic Driver/Unfit Motorist 2 2 1 2 7 14 38 Transport Courtesy 11 1 2 14 309T Training Assignment Detail 1 7 5 14 49X Inspection Report 13 13 34 Suspicious Vehicle 1 3 7 1 1 13 78 Toll Dispute 1 4 1 5 11 16 Hit & Run 1 8 2 11 83X Car Wash 1 4 3 1 9 71 Fight/Disturbance 1 7 1 9 60 Stolen Check/Wanted 1 5 1 2 9 56 Medical Emerg/Injury Report 3 5 1 9 83 Counterfeit 3 3 2 8 79X Debris Strike 4 1 2 1 8 70 Animal Complaint 1 2 3 2 8 220 Criminal History Check 8 8 302K K9 Sweep 1 6 7 74 Suicide Attempt 1 4 1 6 101 BOLO 1 3 1 1 6 TRN Train Problem Equipment/Mechanical 5 5 101S BOLO Suicidal 2 3 5 64 Larceny/Theft 4 4 49 Investigate Location Conditions 1 3 4 310 Bridge Damage/PATCO Damage 1 1 2 4 Activity for the Month of September 2015

Calls for Service: 6,910 Total Arrests: 145 Adults: 140Juv.: 5 CDS Arrests: 5 DWI Arrests: 33

Arrests: CBB:1 BFB: 56 PATCO:41 BRB: 11 WWB:37Arrests NJ: 104Arrests PA: 42

Reportable Accidents: CBB: 0BFB: 3 PATCO:5 BRB: 2 WWB:13

Non Reportable Accidents: CBB: 1BFB: 13 PATCO:7 BRB: 2 WWB:13

Accident with Injuries: CBB: 0BFB: 1 PATCO:1 BRB: 0 WWB:0

Incident Type CBB BFB PATCO BRB WWB Total 98 Panhandling/Soliciting 1 2 3 97 Traffic Pattern Adjust 33 48 Minor Incident 1 1 1 3 96 Slow Traffic 1 1 2 81 General Complaint 1 1 2 69 Juvenile Complaint 1 1 2 65 Vandalism/Criminal Mischief 2 2 25R Revenue Escort 2 2 17X Open/Secured Property 1 1 2 85X Assult 1 1 77 Domestic 1 1 71R Road Rage 11 67 EDP (Emotionally Disturbed Person) 1 1 345 Command Center Incident Event 1 1 313 Complaint against Police 1 1 312 Complaint against DRPA 1 1 18 Robbery 1 1 1 1 0 ATTACHMENT 1 FINANCE

REVENUE AUDIT

Reported traffic and revenue for all four DRPA bridges for the month of July 2015:

2014 2015 Cash Revenue $9,106,632.76 $9,199,543.15 ETC Revenue $18,217,717.35 $19,155,799.72 Total Revenue $27,324,350.11 $28,355,342.87 Non ETC Traffic 1,675,260 1,699,881 ETC Traffic 2,742,609 2,863,060 Total Traffic 4,417,869 4,562,941 DELAWARE RIVER PORT AUTHORITY Attachment 1 TRAFFIC & BRIDGE TOLL FIGURES FOR THE PERIODS INDICATED

MONTH OF JULY TRAFFIC BRIDGE TOLLS -----2015------2014----- INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 1,574,801 $8,729,076.24 1,593,696 $8,853,282.10 -1.19 (18,895) -1.40 ($124,205.86) WALT WHITMAN 1,902,721 11,788,485.51 1,772,008 10,906,686.73 7.38 130,713 8.08 881,798.78 COMMODORE BARRY 650,501 4,873,666.32 634,788 4,701,300.56 2.48 15,713 3.67 172,365.76 BETSY ROSS 434,918 2,964,609.80 417,377 2,864,054.72 4.20 17,541 3.51 100,555.08 4,562,941 $28,355,837.87 4,417,869 $27,325,324.11 3.28 145,072 3.77 $1,030,513.76

`

YEAR TO DATE TRAFFIC BRIDGE TOLLS

1/1/15 TO 7/31/15 1/1/14 TO 7/31/14 INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 10,302,642 $57,322,107.47 10,343,885 $57,427,609.65 -0.40 (41,243) -0.18 ($105,502.18) WALT WHITMAN 11,169,332 69,851,884.05 10,567,557 65,727,117.01 5.69 601,775 6.28 4,124,767.04 COMMODORE BARRY 3,851,460 29,447,239.07 3,757,715 28,107,089.57 2.49 93,745 4.77 1,340,149.50 BETSY ROSS 2,850,508 19,456,316.01 2,780,224 18,880,542.60 2.53 70,284 3.05 575,773.41 TOTALS 28,173,942 $176,077,546.60 27,449,381 $170,142,358.83 2.64 724,561 3.49 $5,935,187.77

Note: New Toll Schedule Went Into Effect July 1st, 2011.

Distribution: John Hanson Jim White REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 2 PERSONNEL ACTIONS DELAWARE RIVER PORT AUTHORITY ACTIONS OF THE CHIEF EXECUTIVE OFFICER COMMISSION MEETING OCTOBER 21, 2015 ARTICLE XII-A ATTACHMENT 2

PERSONNEL ************************************************************************************************************************* TEMPORARY APPOINTMENTS

Derek L. Frith Temporary No Benefits Eff: 09/14/15 to 12/31/15 Executive Division Corporate Communications & Community Relations (OPC)

APPOINTMENTS

Comfort A. Dixon Legal Assistant, Claims Eff: 09/14/15 General Counsel Division Claims Administration (OPC)

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Karen A. Fanning From: Administrative Coordinator To: Acting Insurance Administration Division Administrator Benefits Administration (OPC) Administration Division Benefits Administration (OPC) Eff: 09/05/15 to 12/31/15

George J. Zisis From: Building Services Clerk To: Acting Supervisor, Mailroom Administration Division Administration Division Mailroom (OPC) Mailroom (OPC) Eff: 09/05/15 to 10/02/15

Harry G. Trost From: Electrical Technician To: Acting Electrical Foreman Operations Division Operations Division Construction & Maintenance (CBB) Construction & Maintenance (CBB) Eff: 09/19/15 to 11/13/15

PROMOTIONS – None

INTERAGENCY PROMOTION to DRPA - from PATCO - None

INTERAGENCY PROMOTION to PATCO - from DRPA - None Actions of the Chief Executive Officer Commission Meeting of 10/21/15 Page 2 of 2

INTERAGENCY TRANSFERS to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to DRPA - from PATCO - None

TRANSFERS - DEPARTMENTAL - None

RETIREMENTS

Alex Y. Rong Senior Engineer Eff: 09/08/15 Engineering Division Engineering - Planning & Design (OPC)

RESIGNATIONS - None

DECEASED - None

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 3 CONTRACTS AND PURCHASES ACTIONS OF THE CHIEF EXECUTIVE OFFICER ARTICLE XII-C ATTACHMENT 3 CONTRACTS AND PURCHASES

Re: Article XII-C, Section 1 (a)

Purchase Order P15S0128, Software House International. Somerset, NJ. Purchase Contract for Airwatch Renewal. Contract Value: $12,802.00. (MBE State Contract Award #M-0003).

Purchase Order P15S0129, Barcodes, Inc. Chicago, IL. Purchase Contract for Six (6) Storeroom Workstations. Contract Value: $24,962.40. (GSA Contract).

Purchase Order P15S0122, American Signal Company. Atlanta, GA. Purchase Contract for Portable Changeable Message Sign. Contract Value: $14,000.00. (PA State Contract).

Purchase Order P15P0360, Commonwealth Metal Co. Huntingdon Valley, PA. Purchase Contract for Aluminum & Steel Stock for WWB. Contract Value: $15,796.58. (Low Bid of 2, 3 Vendors Solicited).

Re: Article XII-C, Section 1 (b)

None

Re: Article XII-C, Section 8 (Emergency)

None

Re: Article XII-C, Section 5

Authorized payments for Contracts and Engineers for the Bridges and PATCO Systems As follows: (see accompanying Schedule 1)

Contracts and Engineers: $13,032,107

October 21, 2015 1 2015 CAPITAL BUDGET

2015 Capital Budget – Realignment of Funds – From Technology – Integration of Toll Lane DMS Canopy Signs to SAT Menu TE1502 to Schedule V: DRPA Vehicles and Related Equipment – VMS Sign Portable 21815. This Funding Will be Used to Replace a Previously Destroyed Unit That was Needed for the Pope’s Visit. Budget Amount: $14,000.00.

2015 Capital Budget – Realignment of Funds – From Schedule T: Technology Projects & Equipment – Laptops and Printers T15006 to Schedule T: Technology Projects & Equipment – Respirator Fit Test Unit T15010. This Funding Will be Used for a Pro-Respirator Fit Tester to Assist Public Safety. This Device is Used for Fit Testing of APR Devices. Budget Amount: $8,900.00.

2015 Capital Budget – Realignment of Funds – From Technology – PA Replacement System TE1506 to PATCO – DRPA Funded – Westmont Security Camera/ECB & Parking Gates Hardwiring PD1506. This Funding Will be Used to Install Dedicated Power and Communications to Cameras and Emergency Call Boxes. Budget Amount: $101,704.37.

October 21, 2015 2 ATTACHMENT 3

MONTHLY REPORT GENERAL PROCUREMENT ACTIVITY

During the month of September there were 88 Purchase Orders awarded totaling $1,838,556.47.

Approximately 25.98% or $477,710.16 of the monthly dollar total was made available to MBE and WBE’s, representing 37.5% or 33 of the monthly total number of Purchase Orders.

Of the total monthly procurement available to MBE’s and WBE’s, approximately 6.36% or $30,381.77 was awarded to MBE’s and approximately 4.23% or $20,218.58 was awarded to WBE’s.

Of the total number of Purchase Orders available to MBE’s and WBE’s, approximately 39.39% or 13 Purchase Orders were awarded to MBE’s and approximately 12.12% or 4 Purchase Orders were awarded to WBE’s.

Page 1 ARTICLE XII-C, SECTION 5 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS BRIDGES AND PATCO SYSTEM October 21, 2015

Contract Completed Work (Billed) Retained Prior Invoice Resolution # Contract/Engineer Amount Percent Amount Amount Payments No. Amount

American Bridge Company (DRPA-14-121) WWB Suspension Span Stiffening Truss $ 2,700,000 93.9% $ 2,534,204 $ - $ 2,306,104 5 $ 228,100

Brinkerhoff Enviromental Services, Inc. DRPA-14-030 Remedial Investigation for New Jersey Sites 574,379 73.4% 421,753 32,524 379,669 10 9,560

HNTB Corporation (DRPA-12-080) BFB PATCO Track Rehabilitation - C.M.S. for Contract No. 21-E 8,251,034 88.9% 7,338,369 689,390 6,391,136 31 257,844 (DRPA-14-048) PMA507 BFB Parapet Design 34,485 99.7% 34,391 0 32,247 2 2,144 (DRPA-14-048) PMA506 BFB Parapet & Fascia Monitoring 18,184 91.3% 16,605 0 15,713 4 892 (DRPA-14-048) General Engineering Support 80,969 36.1% 29,211 0 22,852 5 6,358 (DRPA-15-068) Emergency Procurement Contract - BFB NJ Approach, North Parapet Replacement 87,394 99.4% 86,888 8,689 65,215 3 12,984

Jacobs Engineering Group, Inc. (DRPA-14-048) General Engineering Support 83,064 39.8% 33,050 0 26,222 3 6,828

Career Concepts, Incorporated (DRPA-13-134) Salary Review/Audit Services 140,000 22.7% 31,750 0 29,300 16891 2,450 (DRPA-15-046) Organizational Structure and Resource Analysis 428,700 18.2% 77,850 0 47,638 16890 30,213

IEW Construction Group, Inc. (DRPA-14-098) BRB Bridge Resurfacing and Approach Roadway 17,816,500 25.1% 4,465,455 1,107,398 2,366,310 6 991,747

Pennoni Associates (DRPA-13-081) PATCO Outbound Study 1,738,212 90.2% 1,567,512 40,753 1,353,634 VARIOUS 173,124 (DRPA-11-094) BFB Oil/Water Separator 14,652 85.3% 12,497 0 10,724 5 1,773

Parsons Brinckerhoff, Inc (DRPA-15-059) PATCO Franklin Square Station Reopening TIGER Application 15,067 87.6% 13,193 0 0 1 13,193

STV Inc. (DRPA-14-150) Phase 1- NJ Approach Spans & U.S. 130 Overpass Construction Monitoring Services 2,305,500 15.0% 346,216 26,284 246,964 6 72,968 (DRPA-15-019) Task Order # TT5301 PATCO Fleet Rehab Support Services II 149,591 9.5% 14,257 1,426 4,611 2 & 3 8,220

Alstom (DRPA-10-154) PATCO Transit Car Overhaul 194,197,337 40.4% 78,390,412 3,919,521 68,957,020 VARIOUS 5,513,872

AECOM (formerly DMJM & Harris, Inc.) (DRPA-11-094) Priority BRB Box Chord Repairs 76,359 92.0% 70,275 0 69,504 4 771

Remington & Vernick Engineers, Inc. (DRPA-11-094) BFB Miscellaneous ROW Repairs 42,647 61.8% 26,337 0 24,943 9 1,394 (DRPA-11-094) Task Order # EM4210 BFB Standpipe Repairs - Phase II 95,100 76.9% 73,087 0 71,278 18 1,810 (DRPA-11-094) BFB Administration, Maintenance & Annex Building Roof Replacement 45,616 57.0% 26,002 0 25,107 10 895 (DRPA-15-019) Task Order # CS1501 PATCO Birch St. Substation Transformer Room Wall & Ceiling Repair & Admin. Services 33,881 5.5% 1,872 0 0 1&2 1,872 (DRPA-15-019) Task Order # CS5104 PATCO Collingswood Station Storm Sewer System Investigation 42,800 11.3% 4,852 0 0 1 4,852

Johnson, Mirmiran & Thompson (DRPA-14-098) Resurfacing & Approach Roadway Rehabilitation 1,158,404 30.7% 355,155 25,743 217,998 6 111,415

Quintel-MC, Inc. (DRPA-14-072) ERP Software, Implementation, Hositng, & Support Services 14,388,298 32.2% 4,634,699 0 4,189,074 6 & 7 445,625

Free State Reporting, Inc. (DRPA-14-046) Audio and Transcription Services for DRPA Board and Committee Meetings 65,000 35.4% 23,042 0 21,428 9532 1,614

Interstate Mobile Care (DRPA-14-103) DOT CDL & FTA Physicals 540,000 21.2% 114,365 0 101,843 VARIOUS 12,522

1 ARTICLE XII-C, SECTION 5 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS BRIDGES AND PATCO SYSTEM October 21, 2015

Contract Completed Work (Billed) Retained Prior Invoice Resolution # Contract/Engineer Amount Percent Amount Amount Payments No. Amount

LAZ Parking (DRPA-13-095) Temporary Toll Collectors 2,826,951 57.5% 1,625,941 0 1,578,674 VARIOUS 47,267

Transcore (DRPA-15-011) Toll System Equipment, and Software Maintenance and Repair Services 4,306,622 11.7% 502,439 0 430,662 15-02297 71,777

Benefit Harbor, LP (DRPA-14-104) Benefits Consulting Services 242,934 17.7% 43,064 0 37,641 VARIOUS 5,424

Railroad/Iron Bridge - A Joint Venture (DRPA-13-079) Benjamin Franklin Bridge PATCO Track Rehabilitation 102,800,314 90.6% 93,187,129 4,693,016 86,478,318 25 2,015,795 (DRPA-15-068) Benjamin Franklin Bridge NJ Approach, North Parapet Replacement 782,396 99.0% 774,340 58,277 608,364 4 107,699 (DRPA-15-068) Benjamin Franklin Bridge NJ Approach, North Parapet Replacement 720,240 7.3% 52,455 5,246 0 1 47,210

Community Marketing Concepts, Inc. (25KTHRES) Audit of Financial Statements 25,000 42.6% 10,650 0 0 1 10,650

Corcon, Inc. (DRPA-14-149) CBB Painting Phase 1 and New Jersey Approach Spans & U.S. 130 Overpass 19,736,000 41.8% 8,242,277 1,175,470 4,637,070 5 2,429,737

Grant Thornton LLP (DRPA-12-050) ERP Consulting Services 2,625,470 61.2% 1,605,534 0 1,241,313 VARIOUS 364,221

McCormick Taylor, Inc. (DRPA-15-001) BFB Westbound Signing Improvements Design Services 273,530 18.7% 51,258 4,635 39,815 3 6,808

The Eric Ryan Corporation (DRPA-13-088) Utility Bill Audit Services 20,000 60.1% 12,025 0 2,271 79960 9,753

Pirolli Printing Company, Inc. (DRPA-15-001) Printing Services Outsourcing 38,000 1.9% 727 0 0 VARIOUS 727

Total Contract and Engineer Payments $ 13,032,107

2 REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 4 RISK MANAGEMENT & SAFETY DELAWARE RIVER PORT AUTHORITY INTEROFFICE COMMUNICATION

To: Toni P. Brown, Chief Administrative Officer

From: Marianne Staszewski, Director Risk Management & Safety

Subject: Risk Management & Safety August Activity Report

The DRPA Risk Management & Safety Staff were in attendance for the following meetings for the month of September:

Contractor Meetings Attended By Risk Management & Safety DRPA DATE CONTRACTOR CONTRACT NO. PROJECT/WORK AREA 9/2 IEW Construction BR-15-2012 Project Progress Meeting - resurfacing project Project Progress Meeting 5th Street Philadelphia tunnel 9/3, 9/17 South State BF-37-2013 rehabilitation 9/8 CBB Pre-proposal Meeting for the 2016 biennial inspections 9/8 BRB Pre-proposal Meeting for the 2016 biennial inspections 9/10 BFB Pre-proposal Meeting for the 2016 biennial inspections 9/10 WWB Pre-proposal Meeting for the 2016 biennial inspections

Safety Meetings Attended By Safety Specialists * attended by Director of Risk Management DATE NAMEOFMEETING 9/1 Monthly Meeting Programs & Activities Subcommittee 9/1 Monthly Meeting with C&M Managers 9/8 * Monthly Incident Accident Investigation Committee meeting 9/8 Monthly Work Place Safety Meeting at the BFB 9/8 * Meeting with the CAO regarding 2016 Safety Budget 9/10 Monthly Work Place Safety Meeting at the CBB 9/15 * TSIB New Safety Representative Meeting also attended by the CAO 9/15 Monthly Work Place Safety Meeting at the BRB 9/16 * Monthly Bridge Directors meeting with Safety, Risk Management, and Fleet Management 9/17 Bi-weekly conference call with the Construction & Maintenance Supervisors and Fleet Managers 9/17 * Monthly Risk Management & Safety Staff meeting with CAO 9/17 * Weekly Meeting with Director of Risk Management regarding 2015 Up-coming safety training initiatives 9/17 * Monthly Staff Meeting with the Director of Risk Management 9/22 Monthly Work Place Safety Meeting at the WWB 9/23 CANCELLED - Monthly Meeting Central Safety & Health Committee meeting

Risk Management Meetings Attended By Risk Management 9/1, 9/17, 9/22, 9/29 Weekly Staff Meetings with CAO 9/2 Meeting with Safety staff regarding 2015 Risk Management and Safety New Initiative 9/8 Meeting with CAO regarding 2016 Risk Management Budget Weekly conference call on OCIP litigated claims with AIG claim representatives, TSIB and defense 9/10, 9/24 counsel Training session “Claims Administration and Safety Updates” conducted by the Claims Administration 9/29 Department and the Safety Department 9/30 Meeting with the Safety Specialists regarding the 2016 Safety Matrix

1 The DRPA Risk Management & Safety Staff were involved in the following training activities for the month of September:

Training Coordinated or Conducted by DRPA Safety - * Attended By Risk Management & Safety DATE TYPEOFTRAINING 9/8 Monthly Mandatory OSHA Training General Safety conducted by DRPA Safety staff at the CBB and WWB 9/10, 9/11, Training conducted by Claims Administration & Safety regarding completion of accident injury forms 9/15 New Hire Orientation for a Legal Assistant 9/18 Monthly Mandatory OSHA Training General Safety conducted by DRPA Safety staff at the BFB & BRB

The DRPA Risk Management & Safety Staff were involved in the following activities for the month of September:

 The Safety staff conducted day time and night time random drug & alcohol testing on both Public Safety personnel (under policy 147A) and Construction & Maintenance personnel (under policy 147B).

 Safety Specialists reviewed various Health and Safety plans from contractors who were awarded construction and/or design projects during the month of August.

 Safety Specialists reviewed and commented on various engineering Technical and Special Provisions documents for future DRPA projects. Safety Specialist conducted various site safety visits and inspections at DRPA Non- OCIP construction projects at the four bridges.

 Risk Management reviewed and recommended the inclusion of proper insurance requirements on various Requests for Bids from the Purchasing Department, Request for Proposals from the Engineering Department, Finance Department and third party contracts for the Legal Department.

 Safety Specialist updated the Risk Management & Safety e.net page with the monthly safety tip for September “Fall Prevention”.

2 REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 5 AFFIRMATIVE ACTION REPORT DELAWARE RIVER PORT AUTHORITY AFFIRMATIVE ACTION SCORECARD ATTACHMENT 5 QUARTER ENDING SEPTEMBER 30, 2015

CURRENT UTILIZATION

EEO CATEGORIES TOTAL BLACK or HISPANIC AMERICAN INDIAN TWO TOTAL EMPLOYEES FEMALE AFRICAN or ASIAN or or MINORITY AMERICAN LATINO ALASKA NATIVE MORE RACES

#%#%#%#%#%#%#% OFFICIALS & MANAGERS 68 13 19% 10 15% 1 1% 1 1% 0 0% 0 0% 12 18%

PROFESSIONALS 89 40 45% 24 27% 6 7% 3 3% 0 0% 1 1% 34 38%

TECHNICIANS 19 5 26% 1 5% 0 0% 2 11% 0 0% 0 0% 3 16%

SERVICE WORKERS 136 12 9% 17 13% 10 7% 0 0% 0 0% 0 0% 27 20%

OFFICE & CLERICAL 121 60 50% 39 32% 2 2% 0 0% 0 0% 1 1% 42 35% CRAFT WORKERS (SKILLED) 136 4 3% 6 4% 5 4% 1 1% 0 0% 0 0% 12 9%

TOTALS 569 134 24% 97 17% 24 4% 7 1% 0 0.00% 2 0.35% 130 23%

QUARTER ENDING JUNE 30, 2015

CURRENT UTILIZATION

EEO CATEGORIES TOTAL BLACK or HISPANIC AMERICAN INDIAN TWO TOTAL EMPLOYEES FEMALE AFRICAN or ASIAN or or MINORITY AMERICAN LATINO ALASKA NATIVE MORE RACES

#%#%#%#%#%#%#% OFFICIALS & MANAGERS 64 14 22% 9 14% 1 2% 1 2% 0 0% 0 0% 11 17%

PROFESSIONALS 90 38 42% 24 27% 6 7% 4 4% 0 0% 0 0% 34 38%

TECHNICIANS 20 5 25% 1 5% 0 0% 2 10% 0 0% 0 0% 3 15%

SERVICE WORKERS 132 9 7% 18 14% 9 7% 0 0% 0 0% 0 0% 27 20%

OFFICE & CLERICAL 120 58 48% 37 31% 2 2% 0 0% 0 0% 2 2% 41 34% CRAFT WORKERS (SKILLED) 134 4 3% 5 4% 5 4% 1 1% 0 0% 0 0% 11 8%

TOTALS 560 128 23% 94 17% 23 4% 8 1% 0 0.00% 2 0.36% 127 23% PORT AUTHORITY TRANSIT CORPORATION AFFIRMATIVE ACTION SCORECARD ATTACHMENT 5 QUARTER ENDING SEPTEMBER 30, 2015

CURRENT UTILIZATION

EEO CATEGORIES TOTAL BLACK or HISPANIC AMERICAN INDIAN TWO TOTAL

EMPLOYEES FEMALE AFRICAN or ASIAN or or MINORITY AMERICAN LATINO ALASKA NATIVE MORE RACES

#%#%#%#%#%#%#%

OFFICIALS &

MANAGERS 64 11 17% 11 17% 3 5% 1 2% 0 0% 0 0% 15 23%

PROFESSIONALS 8 5 63% 2 25% 0 0% 0 0% 0 0% 0 0% 2 25%

OPERATIVES

(Semi-Skilled) 56 6 11% 29 52% 1 2% 2 4% 0 0% 2 4% 34 61%

SERVICE WORKERS 36 7 19% 22 61% 2 6% 0 0% 1 3% 0 0% 25 69%

OFFICE & CLERICAL 23 14 61% 8 35% 3 13% 0 0% 1 4% 0 0% 12 52%

CRAFT WORKERS

(SKILLED) 121 1 1% 15 12% 5 4% 0 0% 0 0% 0 0% 20#DIV/0! 17%

TOTALS 308 44 14% 87 28% 14 5% 3 1% 2 1% 2 1% 108 35%

QUARTER ENDING JUNE 30, 2015

CURRENT UTILIZATION

EEO CATEGORIES TOTAL BLACK or HISPANIC AMERICAN INDIAN TWO TOTAL

EMPLOYEES FEMALE AFRICAN or ASIAN or or MINORITY AMERICAN LATINO ALASKA NATIVE MORE RACES

#%#%#%#%#%#%#%

OFFICIALS &

MANAGERS 62 10 16% 10 16% 3 5% 1 2% 0 0% 0 0% 14 23%

PROFESSIONALS 8 5 63% 2 25% 0 0% 0 0% 0 0% 0 0% 2 25%

OPERATIVES

(Semi-Skilled) 53 5 9% 27 51% 1 2% 2 4% 0 0% 1 2% 31 58%

SERVICE WORKERS 33 6 18% 19 58% 2 6% 0 0% 1 3% 0 0% 22 67%

OFFICE & CLERICAL 23 13 57% 7 30% 3 13% 0 0% 1 4% 0 0% 11 48%

CRAFT WORKERS

(SKILLED) 122 1 1% 15 12% 4 3% 0 0% 1 1% 0 0% 20#DIV/0! 16%

TOTALS 301 40 13% 80 27% 13 4% 3 1% 3 1% 1 0% 100 33% DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Chief Executive Officer 1 2 Chief Administrative Officer 1 3 Chief Operating Officer 4 Deputy Chief Executive Officer 5 Chief Financial Officer 1 6 Chief Engineer 1 7 Deputy General Counsel 1 1 8 General Counsel/Corporate Secretary 1

1 Director, Government Relations 1 2 Director, Information Services 1 3 Police Chief 1 4 Bridge Directors 2 5 Director, Fleet Management 1 6 Director, Human Resource Services 1 7 Director, Risk Management & Safety 1 8 Manager, Construction & Maintenance 1 9 Manager, Planning & Design 1 10 Captain of Police 1 11 Inspector General 1 12 Director, Strategic Initiatives 1 13 Director, Homeland Security & Emergency Management 1 14 Director, Corporate Communications & Community Relations 1

1 Construction & Maintenance Manager 1 3 2 Fleet Shop Manager - South 1 3 Manager, Budget/Financial Analysis 1 4 Manager, Capital Grants 1 5 Manager, Community Relations & Corporate Communications 1 6 Manager, Contract Administration 1 7 Manager, Customer Service 1 8 Manager, Government Relations 1 9 Manager, Internal Audit 1 10 Manager, Payroll 1 11 Manager, Procurement & Stores 1 12 Manager, Production Systems 1 13 Manager, Revenue Audit 1 14 Toll Manager 1 1

Page 1 of 6 As of SEPTEMBER 30, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Electrical Foreman 4 2 HVAC Foreman 2 3 Lead Programmer/Analyst 1 4 Maintenance Foreman 2 7 1 5 Sr. Accountant 1 6 User Support Group Leader 1 7 Highway Foreman 5 8 Fleet Foreman 2 9 Purchasing Agent 1

1 Supervisor, Print Shop 1 2 Supervisor, Central Storeroom 1

OFFICIALS & MANAGERS (Total By State) 2 46 21

TOTAL OFFICIALS & MANAGERS 69

1 Lieutenant of Police 4 2

1 Plaza Supervisor 1 13 10

1 Graphic Design Administrator 1 2 Administrative Coordinator 1 7 4 3 C&M Technical Assistant 1 1 4 Grants Specialist 0 5 HRS Specialist 1 1 6 HRS Specialist, HRIS 1 7 Sr. Reproduction Technician 1 7 Purchasing Specialist 3 1 8 EEO Specialist 1

1 Project Manager, HS & EM 1 2 Administrator, Compensation/HRIS 1 3 Administrator, Employee Relations, Programs & Policies 1 4 Administrator, Staffing & Recruiting 1

Page 2 of 6 As of SEPTEMBER 30, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

5 Administrator, Training & Employee Development 1 6 Associate Engineer 1 7 Claims Administrator 1 1 8 Construction Contract Compliance Specialist 1 9 Payroll Administrator 1 10 Accountant 1 1 11 Auditor 1 1 12 Budget Analyst 1 13 Project Analyst 1 14 Contract Administrator 1 15 Financial Analyst 1 16 Safety Specialist 1 1 17 Technical Support Administrator & Environmental Coordinator 1

1 Assistant General Counsel 3 2 2 Electrical Engineer 1 3 Principal Engineer 2 4 Senior Engineer 4 1

PROFESSIONALS (Total By State) 2 56 30

TOTAL PROFESSIONALS 88

1 Police Officer 2 75 23

1 Corporal of Police 12 2

1 Sergeant of Police 1 16 5

SERVICE WORKERS (Total By State) 3 103 30

TOTAL SERVICE WORKERS 136

1 HVAC Technician 7 2

Page 3 of 6 As of SEPTEMBER 30, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Auto Technician 10 1

1 Electrical Technician 17 6

1 Construction & Maintenance Mechanic 3 34 11

1 Maintenance Technician 32 9

1 Fleet Service Mechanic 2 2

CRAFT WORKERS (SKILLED) (Total By State) 3 102 31

TOTAL CRAFT WORKERS (SKILLED) 136

1 Programmer/Analyst 1 1 2 Systems Administrator 8 1 3 Data Base Administrator 1 4 Network Technician 4 5 User Support Administrator 1 1 6 Business Analyst 1

TECHNICIANS (Total By State) 1 16 2

TOTAL TECHNICIANS 19

1 Executive Assistant to the CEO 1 2 Executive Legal Secretary 1 3 Legal Assistant 1 4 Customer Service Coordinator 2 5 Executive Secretary 1 6 Legal Secretary 2 7 Legal Assistant, Claims 1

Page 4 of 6 As of SEPTEMBER 30, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Sr. Accounting Clerk 1 2 Accounting Clerk 1 1 3 Central Stores Clerk 1 4 Data Base Clerk 2 5 Administrative Clerk (Revenue Audit) 1 6 Building Services Clerk 2 1 7 Dispatcher 15 2 8 File Clerk 1 1 9 Purchasing Clerk 1 10 Media Specialist 1

1 Administrative Secretary 8 4

1 Revenue Auditor 1 4 1

1 Toll Collector 40 20

1 Revenue Operations Clerk 2 1

OFFICE & CLERICAL (Total By State) 1 83 37

TOTAL OFFICE & CLERICAL 121

TOTAL EMPLOYEES BY STATE 12 406 151

TOTAL DRPA EMPLOYEES - 569

Page 5 of 6 As of SEPTEMBER 30, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

SUMMARY (Employee Class)

NON-REP 5 127 64

196

IUOE 3 159 54

216

IBEW 1 17 3

21

FOP 3 103 30

136

Page 6 of 6 As of SEPTEMBER 30, 2015 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA NY

1GeneralManager 1 2AssistantGeneralManager 1 3Director,Equipment 1 4 Director, Fare Collection Operations 1 5Director,Finance 1 6Director,TransitServices 1 7Director,Way&Power 1 8 TechnicalSupervisor,TransitServices 1 9 TechnicalSupervisor,Civil&MechanicalSystems 1 10TechnicalSupervisor,Equipment 1 11Manager,Electrical&Electronics 1 12Manager,Mechanical&Custodial 1 13 Manager,Power,Signals&Communications 1 14Manager,SystemsSafety 1 15 Manager,Track,Structures&Mechanical 1 16Manager,Track&Signals 1 17SupervisingDispatcher 1 18Dispatcher 51 19DispatcherTrainee 1 20ElectricalForeman 4 1 21FareCollectionForeman 1 22MechanicalForeman 2 23 Payroll Administrator 1 24SeniorAccountant 3 25TrackForeman 1 1 26PurchasingAgent 1 27MaintenanceForeman 1 28Supervisor,PassengerServices 1 29MoneyRoomSupervisor 1 30Supervisor,TransitServices 5 31Supervisor/TrafficAnalyst 3 1 32TrafficAnalyst 1 33Supervisor,Storeroom 1 34CustodialForeman 1 35StationSupervisor 9 1

OFFICIALS & MANAGERS (Total By State) 0 57 7

TOTAL OFFICIALS & MANAGERS 64

Page 1 of 3 As of September 30, 2015 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA NY

1ProjectManager,Technical 1 2 FareCollectionSystemAnalyst 1 3SafetySpecialist 1 1 4 Administrative Coordinator to GM 1 5 Administrative Coordinator 1 6PurchasingSpecialist 2

PROFESSIONALS (Total By State) 0 6 2

TOTAL PROFESSIONALS 8

1TrainOperator 1 45 9 1

OPERATIVES(SEMI-SKILLED)(TotalByState) 1 45 9 1

TOTAL OPERATIVES (SEMI-SKILLED) 56

1Custodian 2510 2RevenueCollector 1

SERVICEWORKERS(TotalByState) 0 26 10

TOTALSERVICEWORKERS 36

1Storekeeper 5 2AccountingClerk 2 3 Payroll Clerk 1 4 Administrative Secretary 5 1 5PurchasingClerk 1 6CustomerServiceAgent 2 1 7 CustomerServiceAgent/TrafficChecker 3 1 8 Data Entry Clerk 1

OFFICE&CLERICAL(TotalByState) 0 19 4

TOTALOFFICE&CLERICAL 23

Page 2 of 3 As of September 30, 2015 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA NY

1ElectronicTechnician 1 16 2Machinist1/C 2 3Machinist1/CToolMaker 1 4MaintenanceMechanic1/C 1 5 Mechanical&StructuralTechnician 12 1 6Maintainer 195 7EquipmentElectrician 4 3 8 Equipment Electrician A/C 4 9MachineOperator1/C 3 10EquipmentMechanic 19 1 11FareCollectionRepairman 2 1 12GroundsKeeper 2 13TrackMechanic 17 6 14 Welder 1

CRAFTWORKERS(SKILLED)(TotalByState) 1 103 17

TOTALCRAFTWORKERS(SKILLED) 121

TOTAL EMPLOYEES BY STATE 2 256 49 1

TOTALPATCOEMPLOYEES 308 SUMMARY (Employee Class)

NON-REP 0 82 13 0

95

TEAMSTERS 2 174 36 1

213

Page 3 of 3 As of September 30, 2015 REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 6 LEGAL STATISTICS REPORT Matter Count Report by Matter Sub-Type

Date Range: 09/01/2015to 09/30/2015 by Open Date ; opendate: from 09/01/2015 up to 09/30/2015

Total Pending Opened In Closed In Matter Sub-Type Matters Range Range Contracts / Confidentiality 1 1 0 Contracts / Construction 1 1 0 Contracts / Consulting 1 1 0 Contracts / Grants 1 1 0 Contracts / Project Labor Agreement 1 1 0 Contracts / Purchase 3 3 0 Contracts / Real Estate Right of Entry 7 10 3 Contracts / Release 1 1 0 Contracts / Service 3 5 2 Employment / ADA 0 2 2 Employment / Discipline 0 3 3 Employment / Short Term Disability 1 1 0 Employment / Workers' Compensation 20 20 0 Environmental / Investigation 1 1 0 Labor / Grievance 1 1 0 Legal Research / Legal Opinion 1 1 0 Permits and Lic / Research 0 1 1 Personal Injury / Slip and Fall 3 3 0 Personal Injury / Train Lurch 1 1 0 Property Damage / Vehicle 1 1 0 Real Estate / Inspection 1 1 0 RFP/Bid / Construction 0 1 1 RFP/Bid / Consulting Services 1 1 0

CaseTrack 10/05/2015 Page: 1 Total Pending Opened In Closed In Matter Sub-Type Matters Range Range RFP/Bid / Service 1 1 0 Right to Know / Records Review 2 2 0 Subpoena / Documents 1 1 0 Subpoena / Videotape 1 1 0 27 Items 55 67 12

CaseTrack 10/05/2015 Page: 2 CFO REPORT DRPA DASHBOARD YEAR TO DATE SUMMARY SHEET CURRENT MONTH REPORTING MONTH: JULY 2015 YEAR TO DATE AVERAGE TARGET DRPA Bridge Traffic % of Budget Target Variance Current Month 104.64% 100%-105% ON TARGET 104.64% Year to Date Average 103.03% 100%-105% ON TARGET 103.03%

50% 60% 70% 80% 90% 100% 110% DRPA Bridge Revenue % of Budget Target Variance Current Month 106.69% 100%-110% ON TARGET 106.69% Year to Date Average 104.99% 100%-110% ON TARGET 104.99%

50% 60% 70% 80% 90% 100% 110% DRPA Operating Budget % of Budget Target Variance Current Month 128.06% 95%-100% 28.06% 128.06% Year to Date Average 94.60% 95%-100% -0.40% 94.60%

50% 60% 70% 80% 90% 100% 110% 120% 130% DRPA Capital Budget % of Budget Target Variance Current Month 38.68% 95%-100% -56.32% 38.68% Year to Date Average 54.24% 95%-100% -40.76% 54.24%

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% PATCO Ridership % of Budget Target Variance Current Month 99.72% 96.5%-105% ON TARGET 99.72% Year to Date Average 96.53% 96.5%-105% ON TARGET 96.53%

50% 60% 70% 80% 90% 100% 110% PATCO Revenue % of Budget Target Variance Current Month 102.25% 100%-110% ON TARGET 102.25% Year to Date Average 98.28% 100%-110% -1.72% 98.28%

50% 60% 70% 80% 90% 100% 110% PATCO Operating Budget % of Budget Target Variance Current Month 107.93% 95%-105% 2.93% 107.93% Year to Date Average 92.25% 95%-105% -2.75% 92.25%

50% 60% 70% 80% 90% 100% 110% PATCO Operating Ratio:

Actual vs. Budget % of Budget Target Variance 94.74% Current Month 94.74% 100%-110% -5.26% 106.54% Year to Date Average 106.54% 100%-110% ON TARGET

50% 60% 70% 80% 90% 100% 110% 120%

PATCO On Time Performance % On Time Target Variance Current Month 95.71% 98%-100% -2.29% 95.71% Year to Date Average 96.62% 98%-100% -1.38% 96.62%

50% 55% 60% 65% 70% 75% 80% 85% 90% 95% 100%

1 DELAWARE RIVER PORT AUTHORITY

2

3 BOARD MEETING

4

5 One Port Center Two Riverside Drive 6 Camden, New Jersey

7 Wednesday, September 16, 2015 8

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 2

1 PRESENT

2 Pennsylvania Commissioners

3 Ryan Boyer, Chairman Antonio Fiol-Silva (via telephone) 4 Marian Moskowitz Elinor Haider 5 Rohan K. Hepkins Eugene DePasquale, Auditor General (via telephone) 6 John Lisko (for Timothy Reese, Pennsylvania State Treasurer) 7 Carl Singley, Esquire

8 New Jersey Commissioners

9 Jeffrey Nash, Esquire, Vice Chairman E. Frank DiAntonio 10 Charles Fentress Albert Frattali 11 Tamarisk Jones Rick Taylor 12 DRPA/PATCO Staff 13 John Hanson, Chief Executive Officer 14 Raymond Santarelli, General Counsel and Corporate Secretary 15 Kristen Mayock, Deputy General Counsel Stephen Holden, Deputy General Counsel 16 Kathleen P. Vandy, Assistant General Counsel Richard J. Mosback, Jr. Assistant General Counsel 17 James White, Chief Financial Officer Dan Auletto, Acting Chief Operating Officer 18 Toni Brown, Chief Administrative Officer Michael Venuto, Chief Engineer 19 William Shanahan, Director, Government Relations Mark Lopez, Manager, Government Relations 20 John Rink, General Manager, PATCO Bennett Cornelius, Assistant General Manager, PATCO 21 Jack Stief, Chief, Public Safety Kevin LaMarca, Director, IS 22 David Gentile, Inspector General

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 3

1 DRPA/PATCO Staff (continued)

2 Susan Squillace, Manager, Procurement and Stores, DRPA/PATCO 3 Christina Maroney, Director, Strategic Initiatives Patricia Griffey, Manager, Revenue Audit 4 Kyle Anderson, Director, Corporate Communications Fran O'Brien, Manager, Corporate Communications & 5 Community Relations Mike Williams, Acting Manager, Corporate 6 Communications Sheila Milner, Administrative Coordinator 7 Elizabeth McGee, Administrative Coordinator Nancy Farthing, Executive Assistant to the CEO 8 Dawn Whiton, Administrative Coordinator to the CEO 9 Others Present 10 Amy Herbold, Esq., New Jersey Governor's Authorities 11 Unit David Dix, Assistant to Chairman Boyer 12 Obra Kernodle, Deputy Chief of Staff, Pennsylvania Governor's Office 13 Chelsea Guzowski, Director of Special Projects, Pennsylvania Governor's Office of the Budget 14 Victoria Madden, Chief Counsel for Auditor General Eugene DePasquale (via telephone) 15 Christopher Gibson, Esq., Archer & Greiner, (New Jersey Counsel) 16 Alan Kessler, Esq., Duane Morris LLP (Pennsylvania Counsel) 17 Stephanie Kosta, Esq., Duane Morris LLP (Pennsylvania Counsel) 18 Olivia C. Glenn, Regional Manager, New Jersey Conservation Foundation 19 Marcia Perry (Assistant to Kyle Anderson) Phoebe Coles, Community Marketing Concepts 20 Tara Chupka (Assistant to John Dougherty) Jon Livingston, Manager of Business Development, 21 Jacobs Engineering Group Arnold Alston, Vice President, Wells Fargo 22 Craig Hrinkevich, Managing Director, Wells Fargo

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 4

1 Others Present (continued)

2 John Boyle, DPRA/PATCO Citizen Advisory Committee Grace Coller 3 Anthony Garbett Joe Quigley 4

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 5

1 INDEX

2 Page 3 Roll Call 8 4 Report of the CEO - September 2015 9 5 Update on Implementation of New Strategic 19 6 Planning Process

7 Report of the CFO 23

8 Key Performance Indicators

9 Approval of August 19, 2015 Board Meeting 29 Minutes 10 Monthly List of Previously Approved Payments 29 11 Covering Month of August 2015/Monthly List of Previously Approved Purchase Orders and 12 Contracts of August 2015

13 Approval of Operations & Maintenance Committee 29 Minutes of September 1, 2015 14 Adoption of Resolutions Approved by Operations & 30 15 Maintenance Committee of September 1, 2015:

16 DRPA-15-071 Amended Right of Entry Permit and Related Agreements with 17 4th Coast Productions

18 DRPA-15-109 Contract No. CB-30-2015, Commodore Barry Bridge 19 New Jersey Approach Repaving

20 Approval of Finance Committee Minutes of 31 August 12, 2015 and September 9, 2015 21

22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 6

1 INDEX

2 (continued)

3 Page

4 Adoption of Resolutions Approved by Finance Committee of September 9, 2015 31 5

6 DRPA-15-110 Implementation of Programming 31 Change to TransCore Systems 7 to Delay Processing of Certain E-ZPass Toll Transactions 8 DRPA-15-111 Age 65 & Over Retiree Medicare 32 9 Part D Prescription Benefit - 2016 (DRPA/PATCO) 10 DRPA-15-112 Age 65 & Over Retiree Medicare 11 Supplemental Benefits - 2016 (DRPA/PATCO) 12 Approval of Audit Committee Minutes of August 12, 32 13 2015 and September 9, 2015

14 Adoption of Resolutions Approved by Audit Commit- 33 tee of August 12, 2015 and September 9, 2015 15 DRPA-15-113 Inspector General Standard 33 16 Operating Procedures

17 DRPA-15-115 Approval of Citizens Advisory 33 Committee Membership 18 Nomination

19 Unfinished Business - TABLED 34

20 Reintroduction of: DRPA-15-108 Group Life, AD&D and 21 Disability Coverage 2016-2017 34 (DRPA/PATCO) 22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 7

1 INDEX

2 (continued)

3 Page

4 New Business: 34

5 DRPA-15-114 Consideration of Pending DRPA 6 Contracts (Between $25,000 and $100,000) 7 Citizens Advisory Committee Report 34 8 Public Comment 41 9 Adjournment 42 10

11

12

13

14

15

16

17

18

19

20

21

22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 8

1 PROCEEDINGS

2 (9:06 a.m.)

3 CHAIRMAN BOYER: Let's get a little order.

4 We're going to have a moment of silence and then we're

5 going to say the Pledge of Allegiance.

6 (Pause/Pledge)

7 CHAIRMAN BOYER: I'll ask the Corporate

8 Secretary to call the roll.

9 MR. SANTARELLI: Good morning, Mr. Chairman.

10 Chairman Boyer?

11 CHAIRMAN BOYER: Present.

12 MR. SANTARELLI: Vice Chairman Nash?

13 VICE CHAIRMAN NASH: Here.

14 MR. SANTARELLI: Commissioner Fiol-Silva is on

15 the phone?

16 COMMISSIONER FIOL-SILVA: Present.

17 MR. SANTARELLI: Commissioner DiAntonio?

18 COMMISSIONER DiANTONIO: Present.

19 MR. SANTARELLI: Commissioner Haider?

20 COMMISSIONER HAIDER: Here.

21 MR. SANTARELLI: Commissioner Fentress?

22 COMMISSIONER FENTRESS: Here.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 9

1 MR. SANTARELLI: Commissioner Moskowitz?

2 COMMISSIONER MOSKOWITZ: Here.

3 MR. SANTARELLI: Commissioner Frattali?

4 COMMISSIONER FRATTALI: Here.

5 MR. SANTARELLI: Commissioner Singley?

6 COMMISSIONER SINGLEY: Here.

7 MR. SANTARELLI: Commissioner Hepkins?

8 COMMISSIONER HEPKINS: Here.

9 MR. SANTARELLI: Commissioner Lisko?

10 COMMISSIONER LISKO: Here.

11 MR. SANTARELLI: General DePasquale?

12 COMMISSIONER DePASQUALE: Here.

13 MR. SANTARELLI: Commissioner Jones?

14 Not yet present.

15 Commissioner Taylor? (No response.)

16 Commissioner Sweeney will not be attending. You have

17 a quorum.

18 CHAIRMAN BOYER: Thank you. We're going to

19 have the Report of the Chief Executive Officer, John

20 Hanson.

21 Do you have any comments?

22 MR. HANSON: Chairman, my report stands as

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 10

1 submitted, but I would like to highlight a few items.

2 We are delighted to have with us today a sixth

3 grade student, Grace Coller. She is an author. She

4 took the time to create a wonderful book, complete

5 with photos of the Ben Franklin Bridge, after touring

6 the iconic bridge with her father. A copy of her book

7 is in front of you.

8 I'd like to note that Grace is accompanied by

9 her grandfather, former DRPA engineering employee,

10 Anthony Garbett. Mr. Garbett brought her here today.

11 Grace, if you would come forward, we have a

12 certificate and a very small gift for you. I'd like

13 to get your picture taken with the Chair and Vice

14 Chair. And here is the book, “The Beautiful Ben

15 Franklin Bridge.”

16 (Applause/Pause)

17 CHAIRMAN BOYER: That was great. I had Grace

18 sign my book, because when she becomes a best-selling

19 Pulitzer author, I want to say that I have her first

20 book. But the level of pride and detail that she took

21 in this book, at 11 years old, it brings me to one

22 thing: wouldn't she be a great employee for the DRPA?

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 11

1 And under our current onerous rules, because her

2 father or her grandfather worked here, she's not

3 allowed to work here because of that stupid policy.

4 We need to do something to address that policy

5 because the people that have the best pride and the

6 best credentials are the people whose parents were

7 here and they understand the importance of this place.

8 MR. HANSON: Thank you, Chairman.

9 Under stewardship, I'd like to highlight some

10 recent examples of exemplary stewardship demonstrated

11 by DRPA and PATCO employees. I am extremely proud of

12 their efforts.

13 A customer wrote in to praise staff. "I want

14 to acknowledge and commend cooperation of all during

15 Friday's concrete spill in Lanes 1 and 2 at the Ben

16 Franklin Bridge, from the police dispatchers, the Ben

17 Franklin and Walt Whitman Bridge, C&M workers, and the

18 PATCO staff. This incident came at a very busy

19 traffic time.

20 "All did a great job to minimize the effect on

21 rush hour traffic. PATCO M&S Technician Vito Giunta

22 made a big effort to help with the cleanup. He

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 12

1 utilized his power washing unit at exactly the right

2 time to prevent the concrete from hardening up. Along

3 with support from other Ben Franklin and Walt Whitman

4 Bridge workers, the concrete was cleaned up in a safe

5 and timely manner."

6 Another customer wrote: "Kudos. I've never

7 used PATCO before, but my husband and I randomly

8 decided to go to Philly with our four year old to walk

9 around and get some ice cream. We thought it would be

10 nice to take her on the train for the first time. The

11 ticket machine I used was very easy and I was glad my

12 daughter's fare was free.

13 "When we were down in the tunnel, we met an

14 employee who was very nice and informative. When I

15 tried to get off the train in Philly, I realized my

16 ticket was wrong. I must have pressed the wrong stop

17 to get off at. Customer Service Agent Pierra Gregory

18 on the red phone was very nice. She took down our

19 names and said she would open the gate and again when

20 we returned. She was very pleasant.

21 "And when walking out and looking confused,

22 another PATCO employee walked by and asked if we

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 13

1 needed help with anything. We said, no, thank you.

2 But then we said to each other, ‘Wow, everyone here is

3 super nice and helpful.’ What stuck out was that

4 everyone from beginning to end was nice and helpful."

5 A customer emailed the following to commend

6 staff. "I'm not going to leave the PATCO parking lot

7 before I send this email. Thank you so much to Train

8 Operator Jack Breslin, who was heading west to

9 Lindenwold, and picked me up at 8th and Market at 6:22

10 p.m. last night. Thank you so very much for turning

11 my phone in. And thank you to Station Supervisor Fran

12 Egolf at the Lindenwold Station for being so sweet to

13 me today. You guys were great and I wish you could

14 have accepted a reward because you deserve it. Thank

15 you so much for all your help."

16 The Enterprise Resource Planning Effort

17 Update. Kevin LaMarca is with us.

18 Kevin, do you want to give an update on that

19 project?

20 MR. LaMARCA: Good morning, Commissioners.

21 Thanks, John.

22 Commissioners, in your packet, you have an ERP

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 14

1 update, but I want to give you a further update; some

2 developments have happened.

3 In the first paragraph, it mentions that we

4 are continuing to plan and prepare for UAT. UAT did

5 begin last week -- UAT stands for User Acceptance

6 Testing. It did start last Wednesday. So far, the

7 results have been very good. There have been some

8 defects uncovered, but that's expected and we hope to

9 continue with good momentum.

10 One thing that we have noticed about the UAT

11 so far is that our staff has begun to take more

12 ownership of the system, getting more into doing the

13 testing, and getting used to the system. And that's a

14 very good positive so far in UAT. Thank you.

15 MR. HANSON: Thank you, Kevin.

16 I'd like to ask PATCO General Manager John

17 Rink to provide us with a status update on the Track

18 Rehab Project.

19 MR. RINK: Thank you, John, Commissioners.

20 On the Friday before Labor Day, the contractor

21 finished the extended outage that he had started right

22 after the 4th of July. On Tuesday, the day after

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 15

1 Labor Day, we started our new schedule. We were out

2 in the stations the week before, handing out our new

3 timetables and schedules for the change in service.

4 Currently, the contractor is working extended

5 weekends from Thursday at 10 a.m. until Monday

6 morning, but we finished the extended outage granted

7 them during that time, and we're moving forward. The

8 schedule we're currently running will be until

9 mid-October, when we'll start our leaf schedule.

10 I'm going to pass over to Mike Venuto to

11 update on the construction project.

12 MR. VENUTO: Thank you, John. Good morning,

13 Commissioners.

14 As John said, the third track, a single track

15 outage, was successfully completed over the summer.

16 During that outage, we replaced all the power and

17 signal cable. All that power and signal has been

18 restored to the PATCO system.

19 We are currently working on punch list items

20 on the track and the power system. We're taking down

21 the work platforms that were under the bridge and

22 we're proceeding on schedule to complete that project.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 16

1 MR. HANSON: Thank you. Mike and John, can you

2 give us an update on the PATCO Car Overhaul Project?

3 MR. VENUTO: Yes. So we have 8 -- there are

4 currently 8 married pair, 16 total cars that have been

5 accepted for revenue service and are operating. We

6 have two additional married pair, four additional cars

7 that are finalizing their testing and will be put in

8 service over the next week or so. Then we will

9 continue every few weeks to roll cars off the

10 production line in Alstom, and then swap out new cars

11 with cars from our existing fleet.

12 MR. RINK: So currently we have 96 cars in our

13 fleet. We have 80 of our legacy cars and 16 Alstom

14 cars. The Alstom cars have been fully integrated into

15 our rush hour service. They are fully integrated into

16 our routine inspections and we just completed our 30-

17 day inspection of all of them. Every 30 days, we send

18 our entire fleet through inspection. This past month,

19 our 80 cars came in and also the Alstom cars, so they

20 are fully integrated into our monthly inspections.

21 MR. HANSON: Thank you.

22 Chairman Boyer that concludes the verbal

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 17

1 portion of my CEO report.

2 CHAIRMAN BOYER: I have a question about the

3 PATCO Rehab Project. Currently, how far are we behind

4 in the Rehab Project? And when will we think we'll

5 get to the end so we can assess the amount of damages

6 that we think that we've suffered?

7 MR. VENUTO: The biggest delay came in the

8 acceptance of the initial pilot cars in the proof-of-

9 design, so that was probably about a year, year-and-a-

10 half delay getting those cars, initial cars, on the

11 production line -- from the production line into

12 operating service.

13 The projected contract completion is October

14 2016 for all production cars. We are currently working

15 with a design consultant and our contractor in

16 negotiating time extensions and damages, and all the

17 other pertinent aspects of the contract in order to

18 finalize a completion date and work out some of the

19 issues concerning what caused us to be delayed.

20 MR. RINK: Chairman, after our last Board

21 meeting, I went with a member of Mike's staff to

22 Hornell, to look at the production and discuss those

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 18

1 issues. They are fully in production mode.

2 Currently, the contractor is going to be providing

3 four cars a month. It could actually go up to six.

4 So, right now, they're in full production mode. And

5 their schedule is giving us four Alstom cars a month,

6 at which time we will give them four of our existing

7 cars.

8 CHAIRMAN BOYER: Commissioner Hepkins?

9 COMMISSIONER HEPKINS: Yes. I have one

10 question for either John or Mike. We had, I believe,

11 a short in the cab of one or two of the new cars a

12 couple of months ago. Has that been -- and by the

13 way, this is not a criticism. Every time you get a

14 new procurement, there are always some bugs and snags,

15 so it's not a criticism. But I just wanted to know

16 have we encountered further issues or has that been

17 resolved?

18 MR. RINK: That issue was addressed

19 immediately. All the cars were inspected and

20 addressed at that time. So we have not experienced

21 any issue after that. But once that was uncovered, we

22 went through all the Alstom cars on the property and

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 19

1 any issues were corrected at that time.

2 MR. VENUTO: Any changes we've made on the

3 pilot cars that were here gets implemented back in the

4 Alstom production line, so going forward we won't have

5 that same issue.

6 COMMISSIONER HEPKINS: Thank you.

7 CHAIRMAN BOYER: Any more questions?

8 MR. SANTARELLI: Mr. Chairman, if I could just

9 update the roll; Commissioners Jones and Taylor have

10 joined the meeting.

11 CHAIRMAN BOYER: Thank you. There being no

12 further questions, can I have a motion to accept the

13 CEO's report?

14 COMMISSIONER FENTRESS: Move the motion.

15 COMMISSIONER HAIDER: Second.

16 CHAIRMAN BOYER: All those in favor?

17 ALL: Aye.

18 CHAIRMAN BOYER: All opposed?

19 The motion carries.

20 We're going to have the Update on the

21 Implementation of the New Strategic Planning Process

22 that several Board members have asked for. And we

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 20

1 have a new Director of Strategic Initiatives,

2 Christina Maroney.

3 So, welcome, Christina, to your new title and

4 the floor is yours.

5 MS. MARONEY: Great. Thank you very much,

6 Chairman. Good morning, Commissioners.

7 Thank you for this opportunity to provide a

8 brief overview of the new strategic planning process

9 that the Authority is about to embark on for the DRPA

10 and PATCO.

11 As you know, in the past year, under the

12 leadership of our Board of Commissioners and CEO John

13 Hanson, we have adopted a new mission statement and

14 have embraced an old and aspirational vision that

15 supports the Authority's highest shared values --

16 community, stewardship, collaboration, and continuous

17 improvement.

18 Both our mission and vision reflect the hard

19 work that we accomplish here every day at the

20 Authority. But, it is now time to take the next

21 important step to institute a formal strategic

22 planning framework to help clarify our future

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 21

1 direction and to define priorities that will help us

2 realize our vision to be regarded, highly regarded, as

3 a world-class stewardship organization.

4 Our new strategic planning process will deepen

5 our commitment to achieve this vision and help build

6 even greater capacity to carry out our mission of

7 stewardship and service. Focusing on these key tenets

8 of our mission, we will define the critical issues and

9 challenges facing the Authority and develop strategies

10 for how we will address those issues, while ensuring

11 continuity and consistency in decision-making and

12 resource allocation.

13 The strategic planning framework will include

14 a system for monitoring and reporting outcomes to

15 foster accountability and to assure that we remain

16 flexible and adaptable in responding to the

17 ever-changing needs and expectations of those we

18 serve. We will use the strategic planning process to

19 facilitate open dialogue with our Board, our

20 employees, and all stakeholders. And, this plan will

21 help the Authority maintain better control over

22 external forces and increased public demand for

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 22

1 transparency and accountability.

2 We will ensure that the strategic planning

3 process reflects broad public participation and

4 acceptance. And, there will also be significant

5 consultation with the Citizens Advisory Committee.

6 This is a critical element to help the Authority build

7 credibility and sustain a greater level of public

8 trust.

9 In the next few days, we will be releasing or

10 posting a Request for Proposal to enlist the services

11 of a professional consultant with strategic planning

12 expertise in the public sector to work with myself and

13 others in order to facilitate the development and

14 implementation of the strategic planning framework.

15 Thank you very much for your time. I look

16 forward to working with everyone throughout this

17 process. And if you have any questions now, or

18 following the meeting, please let me know. Thank you.

19 CHAIRMAN BOYER: Any questions for Christina

20 Maroney?

21 Commissioner Haider?

22 COMMISSIONER HAIDER: Is it premature to have

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 23

1 established a Strategic Planning Committee or is that

2 process something you plan to articulate after you

3 have a consultant on board?

4 CHAIRMAN BOYER: I can take that. From a Board

5 standpoint, I say, “look, let's get the process; get

6 the consultant on board and then maybe the consultant

7 can influence the composition of the Strategic

8 Planning Committee so the Strategic Planning Committee

9 doesn't run ahead of the plan.”

10 COMMISSIONER HAIDER: Great. Thank you.

11 CHAIRMAN BOYER: Any more questions?

12 MS. MARONEY: Thank you very much.

13 CHAIRMAN BOYER: But, you're on that

14 committee.

15 We're going to have a report of the Chief

16 Financial Officer, Jim White.

17 MR. WHITE: Good morning, Mr. Chair, Mr. Vice

18 Chair, and Commissioners.

19 Before we briefly look at some of the numbers,

20 which continue to look very, very good for the DRPA, I

21 just wanted to update you on two things.

22 As I mentioned, I think, in the Finance

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 24

1 Committee meeting, we are actively involved in our

2 2016 budget process. Budget forms were due to us on

3 Monday, both for capital and operating; so at this

4 point, we are beginning to see where some of the

5 numbers lie. Our budget team is, at this point,

6 looking over the submissions; then we will prepare for

7 the budget hearings. We actually have budget hearings

8 -- both on the capital side and the operating side --

9 which commence in October.

10 We start off with our capital budget hearings

11 in the first week of October. Preliminarily, it looks

12 like we still have some scrubbing to do to perhaps

13 reduce some of the submissions; but, we'll get a

14 better sense of that after we give people an

15 opportunity to justify their submissions in the

16 October budget hearings.

17 Then we move to the operating hearings. We

18 bring in all of the major divisions, look to see whose

19 budget is over last year's budget, and then negotiate

20 where those numbers should be.

21 In November, we will look to present a

22 preliminary budget to the Finance Committee for their

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 25

1 review. Then we bring before the Board our budgets

2 for both capital and operating in December. So, I

3 just wanted to give you a sense of the start of the

4 budget process and the timelines over the next couple

5 of months.

6 In addition, as I reported in the Finance

7 Committee, working with both outside counsel and our

8 internal staff, we received a $1.6 million transfer

9 related to the 401 Race Street project. The DRPA

10 entered into a purchase and easement agreement and, as

11 a result of this transaction, we received $1.6

12 million. There was very little cost to us in terms of

13 legal costs that we can see.

14 It's my intent to take both that $1.6 million

15 and the money we received in recoup from the Victor

16 Lofts Project, and put it directly against capital

17 projects expenditures this month. So that's roughly

18 $6 million in unanticipated funds this year that we're

19 going to put directly against the capital projects

20 expenditures for this month.

21 If you will look at the Dashboard, again; as I

22 mentioned very briefly, we continue to see very

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 26

1 excellent numbers in terms of bridge traffic and

2 bridge revenue. As you can see in the variance

3 column, we're on target; actually, we're above target.

4 And so, year-to-date our average through June

5 is 2.7 percent above last year. Again, we have

6 mentioned various factors, including very, very little

7 impact from snow this year. In addition, we have seen

8 increases in traffic going forward, even into July and

9 August.

10 Our traffic numbers are up from last year, so

11 there is some growth in the external economy that's

12 causing the DRPA's traffic -- both in terms of

13 commercial vehicles and passenger vehicles -- to go

14 up. We continue to see that those numbers are going

15 to continue to climb.

16 We mentioned both of the revenues. We are

17 4.7 percent year-to-date; what that translates to is

18 that we are over $4 million in terms of budget. We

19 are even higher in last year’s actuals versus this

20 year's actuals, relative to budget versus actual. So,

21 again, on the revenue side, we are seeing some

22 excellent numbers thus far.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 27

1 DRPA operating budget year-to-date is

2 11 percent, actual versus budget, under budget. We

3 continue to see, because of unfilled positions and

4 some other aspects of the budget that those actuals

5 are under budget. Typically, again, we'll see a

6 shrinking of the actuals versus budget. It typically

7 is around 5 percent under budget; but, again, we're

8 doing a good job in terms of the operating budget thus

9 far.

10 In terms of capital budget; again, our

11 expenditures are under budget versus actual. But,

12 some of our capital expenditures are grant-related,

13 particularly our $25 million payment to Alstom this

14 year that is federally funded from an FTA grant, so

15 those numbers don't appear in there. So, actually,

16 some of our expenditures are actually higher than last

17 year.

18 In terms of PATCO ridership; ridership again

19 is down roughly 4 percent. Again, we had some impact

20 from the snows in January. Also, the Track Rehab

21 Project did have an impact on our ridership. But last

22 month the numbers, particular in July, I believe, the

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 28

1 numbers have improved actuals versus budget, so we're

2 starting to see, perhaps, a recovery there.

3 PATCO revenue is 2.4 percent below budget,

4 year-to-date average, and the operating budget we're

5 at is 11 percent under. Again, we'll see that number

6 shrink as we get closer to the end of the year. So,

7 in terms of our most important financial statistics

8 here, we're really seeing some very positive numbers.

9 We expect to reach the year under budget and with our

10 traffic and revenues certainly much higher than last

11 year. And that concludes my summary.

12 CHAIRMAN BOYER: Jim, I have one question.

13 MR. WHITE: Sure.

14 CHAIRMAN BOYER: Are we going to track the

15 ridership? The neighboring bridges, such as the

16 Tacony Palmyra went up by 100 percent if you pay cash

17 and 50 percent if you use E-ZPass. Could we monitor

18 and see if that spills a little more traffic our way?

19 MR. WHITE: Yes. That's something I think the

20 Finance Committee brought up. And we'll certainly

21 look to monitor what's going on with Tacony with the

22 implementation of those rate increases.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 29

1 CHAIRMAN BOYER: Okay. Thank you.

2 Any other questions on Jim White's report?

3 Okay.

4 I'm going to ask for Approval of the

5 August 19, 2015 DRPA Board Minutes.

6 COMMISSIONER LISKO: So moved.

7 COMMISSIONER MOSKOWITZ: Second.

8 CHAIRMAN BOYER: All in favor?

9 ALL: Aye.

10 CHAIRMAN BOYER: All opposed?

11 The motion carries.

12 The Monthly List of Previously Approved

13 Payments and the Monthly List of Previously Approved

14 Purchase Orders and Contracts covering the month of

15 August 2015. Can I have a motion?

16 COMMISSIONER FENTRESS: So moved.

17 COMMISSIONER LISKO: Second.

18 CHAIRMAN BOYER: All in favor?

19 ALL: Aye.

20 CHAIRMAN BOYER: All opposed?

21 The ayes carry.

22 Approval of the Operations & Maintenance

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 30

1 Committee Minutes of September 1, 2015.

2 COMMISSIONER FENTRESS: Move the motion.

3 COMMISSIONER FRATTALI: Second.

4 CHAIRMAN BOYER: All those in favor?

5 ALL: Aye.

6 CHAIRMAN BOYER: All opposed?

7 The ayes have it.

8 Adoption of Resolutions Approved by the

9 Operations & Maintenance Committee of September 1,

10 2015. There are two items from the Operations &

11 Maintenance Committee for consideration for approval.

12 They are as follows:

13 DRPA-15-071, Amended Right of Entry Permit

14 Related to Agreements with 4th Coast Productions and

15 DRPA-15-109, Contract CB-30-2015, Commodore Barry

16 Bridge, New Jersey Approach Repaving. I'll accept a

17 motion for both of those at the same time.

18 COMMISSIONER FENTRESS: Move the motion.

19 COMMISSIONER FRATTALI: Second.

20 CHAIRMAN BOYER: All in favor?

21 ALL: Aye.

22 CHAIRMAN BOYER: All opposed?

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 31

1 The ayes have it.

2 Approval of the Finance Committee Minutes of

3 August 12, 2015 and September 9, 2015.

4 COMMISSIONER LISKO: Move the motion.

5 VICE CHAIRMAN NASH: Second.

6 CHAIRMAN BOYER: All in favor?

7 ALL: Aye.

8 CHAIRMAN BOYER: All opposed?

9 The ayes carry.

10 Adoption of Resolution Approved by the Finance

11 Committee, September 9, 2015: DRPA-15-110,

12 Implementation of Programming Change to TransCore

13 Systems to Delay Processing of Certain E-ZPass Toll

14 Transactions. Can I have a motion?

15 COMMISSIONER DiANTONIO: So moved.

16 COMMISSIONER LISKO: Second.

17 CHAIRMAN BOYER: All those in favor?

18 ALL: Aye.

19 CHAIRMAN BOYER: All opposed?

20 I'm going to take the last two, together, and

21 they are DRPA-15-111, Age 65 and Over Retiree Medicare

22 Part D Prescription Benefit and DRPA-15-112, Age 65

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 32

1 and Over Retiree Medicare Supplemental Benefit.

2 COMMISSIONER LISKO: Move the motion.

3 COMMISSIONER FENTRESS: Mr. Chairman?

4 CHAIRMAN BOYER: Yes.

5 COMMISSIONER FENTRESS: 15-111 and 15-112, I'm

6 abstaining my vote.

7 CHAIRMAN BOYER: You're abstaining your vote.

8 COMMISSIONER FENTRESS: I'm invested.

9 CHAIRMAN BOYER: Okay. Please note for the

10 record that Commissioner Fentress has abstained his

11 vote.

12 I have a motion. I need a second.

13 COMMISSIONER TAYLOR: Second.

14 CHAIRMAN BOYER: All in favor?

15 ALL: Aye.

16 CHAIRMAN BOYER: All opposed?

17 The ayes carry.

18 VICE CHAIRMAN NASH: Does that mean you're

19 over 65?

20 (Laughter)

21 CHAIRMAN BOYER: Slightly over 65, right?

22 Approval of the Audit Committee Minutes of

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 33

1 August 12, 2015 and September 9, 2015.

2 COMMISSIONER HAIDER: So moved.

3 COMMISSIONER LISKO: Second.

4 CHAIRMAN BOYER: All those in favor?

5 ALL: Aye.

6 CHAIRMAN BOYER: All opposed?

7 Adoption of Resolutions approved by the Audit

8 Committee of August 12, 2015 and September 9, 2015.

9 There are two items from the Audit Committee for

10 consideration for approval. They are as follows:

11 Inspector General Standard Operating

12 Procedures and that is DRPA-15-113. Does anybody have

13 any questions on that? Can I have a motion?

14 COMMISSIONER HAIDER: So moved.

15 COMMISSIONER LISKO: Second.

16 CHAIRMAN BOYER: All in favor?

17 ALL: Aye.

18 CHAIRMAN BOYER: All opposed?

19 The ayes have it.

20 DRPA-15-115, Approval of Citizens Advisory

21 Committee Membership Nomination.

22 COMMISSIONER LISKO: So moved.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 34

1 CHAIRMAN BOYER: Can I have a second?

2 COMMISSIONER MOSKOWITZ: Second.

3 CHAIRMAN BOYER: All in favor?

4 ALL: Aye.

5 CHAIRMAN BOYER: All opposed?

6 The ayes have it.

7 We had an item for Unfinished Business, but

8 we're going to table that.

9 New Business. There is one item in new

10 business for consideration for approval and it is as

11 follows. DRPA-15-114, Consideration of Pending DRPA

12 Contracts between $25,000 and $100,000.

13 Can I have a motion?

14 COMMISSIONER FENTRESS: Move the motion.

15 COMMISSIONER LISKO: Second.

16 CHAIRMAN BOYER: All those in favor?

17 ALL: Aye.

18 CHAIRMAN BOYER: All opposed?

19 The ayes have it.

20 Now, we have a report from the Citizens

21 Advisory Committee?

22 MR. BOYLE: Good morning, Mr. Chair.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 35

1 CHAIRMAN BOYER: Good morning, sir.

2 MR. BOYLE: I wanted first to say thank you

3 for approving my membership for the Citizens Advisory

4 Committee. We are still looking for members,

5 particularly on the Pennsylvania side. You may have

6 noticed that there are still applications downstairs.

7 Hopefully, people will be inspired to want to

8 understand how to cross the river.

9 Second, during last week’s meeting of the

10 Citizens Advisory Committee, we had a question about

11 the -- or actually a request, more or less, for the

12 value of real property. This has been a very high

13 priority for the Citizens Advisory Committee since

14 2012.

15 There is, we believe, $71 million in real

16 property assets listed on the DRPA balance sheet. We

17 were given a very good presentation by the Senior

18 Engineer, Mike Howard, on the GIS program, which is

19 basically taking all the land assets of the Authority

20 and putting it together into a program. I think it's

21 pretty amazing that we're here in 2015, and we're just

22 putting together the GIS for this.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 36

1 So, I guess our concern, or request, is that

2 there be an update, or an assessment, of the valuation

3 based on the GIS data when this project is completed,

4 which we believe will be at the end of the year.

5 The third item that we have concerns about is

6 the information available about the Ben Franklin

7 Bridge during the Papal visit. I checked the website

8 this morning and there still is no information about

9 what people can expect when they are walking across

10 the bridge.

11 The only information that's on the site is

12 that the bridge is closed. And, I would say, being a

13 bicycle/pedestrian advocate that the bridge is open;

14 but there is no clarification as to what the

15 procedures are or the ability to going across the

16 bridge. What should people expect?

17 I think in people's minds, they see the bridge

18 as the same as the other entrances to the traffic box;

19 which is that bicyclists and pedestrians can move

20 freely across the traffic box, there's no bag check

21 and there are no directional restrictions. And from

22 what I've heard, those things are -- there are some

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 37

1 requirements and conditions to crossing the bridge as

2 far as movement.

3 For example, if you work in Camden and people

4 are coming in one direction, there's basically no way

5 to get to Camden during the peak hour flow. That is a

6 decision of security, but I think it needs to be clear

7 on the website what people can expect.

8 There is a bike ride on Saturday morning;

9 1,700 people have signed up on Facebook to join this

10 ride. Perhaps a quarter of them are from New Jersey.

11 They're going to expect to be able to go across the

12 Ben Franklin Bridge to get to this ride at 10 o'clock

13 in the morning. They need to know when they need to

14 get there by and the fact that they may not be able to

15 get back in the early afternoon -- or whenever they

16 are, you know, however they're planning their day.

17 So, that's just my thought on that. Again,

18 the thing we really want to emphasize is we have a GIS

19 Program, GIS data that is being collected, and I think

20 it would be a great asset for the DRPA to take

21 advantage of that and find out how much its real

22 property is really worth. Thank you.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 38

1 MR. HANSON: Thank you, Mr. Boyle. A couple

2 of things in response. We will work to update the

3 website to provide more information. We have provided

4 a lot of it through news releases and in conversations

5 with the press, but we will update the website.

6 The Ben Franklin Bridge is closing Friday at

7 10 p.m. There will be no access until 6 a.m. on

8 Saturday morning in order to give us time to prepare

9 the bridge for pedestrians. We have to cover the

10 expansion joints and take some other actions to make

11 sure that the pedestrians can move in an orderly and

12 safe fashion, because it's designed for cars, as you

13 know, right now.

14 Bicycles will be permitted. The bridge will

15 be closed to vehicle traffic, all vehicle traffic. It

16 will open up to pedestrians and people who are walking

17 bicycles. Bicycles will not be permitted to be ridden

18 across the bridge from 6 o'clock Saturday morning

19 until the end of the event, which we expect to be

20 sometime around noon on Monday.

21 Probably around 6 or 7 a.m. on Monday we'll

22 have to close it again to all traffic in order to

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 39

1 remove the plates and things that we put down and to

2 change over from pedestrians to cars again.

3 There will be security measures in place. We

4 are not going to detail those security measures at

5 this time, but people can expect to encounter law

6 enforcement people. We've got an iconic bridge.

7 We've got a train system that's going to be carrying

8 passengers across the bridge. It is our utmost goal

9 to ensure that everyone who is on the bridge --

10 whether on a train or walking, whether our employees

11 or other people who are going to or from the event --

12 are kept safe. That's the number one priority that we

13 have.

14 We have already released the items that are

15 permissible to go across the bridge and that is in

16 alignment with what the Secret Service has released as

17 well. We're just doing exactly what they're doing and

18 people who have items that are prohibited should

19 expect to either have to discard them or put them

20 somewhere and come back to get them later.

21 So, we will update the website and I'll work

22 with the Chief of Police and with Bridge Operations

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 40

1 and PATCO. So, that is responsive to that point.

2 MR. BOYLE: Yes, thank you.

3 MR. HANSON: Great. With respect to the real

4 estate: we are in the process of the GIS and we also

5 have a Real Estate Committee that is working on trying

6 to develop a strategy for the excess real estate that

7 we have. Most of the real property that DRPA and

8 PATCO owns is used for our Bridge Operations in one

9 way or another, or the train operations in one way or

10 another.

11 We will not change the value on the financial

12 records because, in accordance with generally accepted

13 accounting principles, those values are kept at

14 historical cost.

15 Now, from time to time, there's a debate about

16 going to fair value, but that's not something that we

17 do right now. And we would actually be in violation

18 of generally accepted accounting principles and we

19 couldn't get a clean opinion if we moved those values

20 around.

21 We will be, as part of the strategy, getting a

22 value and then deciding which properties to liquidate

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 41

1 and which properties we need and that will be included

2 into the GIS system. That's part of what the Real

3 Estate Committee that was formed in the last year or

4 so is working in conjunction with real estate.

5 We also have an engineering program manager

6 position that is going to be filled and the

7 responsibilities for that person are going to be to

8 work on real estate-related issues. That's going to

9 be part of her or his responsibilities.

10 Your point is well-taken that we don't have

11 the GIS, and we haven't until recently had a unified

12 way of looking at this. The responsibilities for real

13 estate have been fragmented. The people who did this

14 work were laid off back in the early part of the new

15 millennium and there just haven't been people here to

16 do the work.

17 That became evident after I took over and

18 shortly after that, we implemented a committee and

19 we're going to be getting more resources to work on

20 that.

21 MR. BOYLE: Thank you.

22 CHAIRMAN BOYER: Do we have any public

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 42

1 comment? Any public comment?

2 There being none, I'm going to hold the DRPA

3 Board meeting in abeyance and convene the PATCO Board

4 meeting.

5 (Whereupon, at 9:47 a.m., on Wednesday,

6 September 16, 2015, the meeting adjourned.)

7 There being no further business, on motion duly

8 made and seconded, the meeting was adjourned.

9 Respectfully submitted, 10

11 Raymond J. Santarelli 12 Corporate Secretary 13

14

15

16

17

18

19

20

21

22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 43

1 CERTIFICATE

2 This is to certify that the attached 3 proceedings before the Delaware River Port Authority 4 on September 16, 2015, were held as herein appears, 5 and that this is the original transcript thereof for 6 the file of the Authority. 7

8 FREE STATE REPORTING, INC.

9

10 ______Tom Bowman 11 (Official Reporter) 12

13

14

15

16

17

18

19

20

21

22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 DRPA MONTHLY LIST OF PREVIOUSLY APPROVED MONTHLY LIST OF PAYMENTS DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS 09/01/15 THRU 09/30/15 MEETING DATE 10/15/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

ARCHER & GREINER Audit, Legal, Consultant & Other 13-032 $29,402.62 BALLARD SPAHR ANDREWS & INGERSOLL Audit, Legal, Consultant & Other 13-032 $279.00 BROWN & CONNERY, LLP Audit, Legal, Consultant & Other 13-032 $32,364.15 BUCHANAN INGERSOLL & ROONEY PC Audit, Legal, Consultant & Other 13-032 $1,918.11 DUANE MORRIS, LLP Audit, Legal, Consultant & Other 13-032 $25,705.49 LAMB McERLANE, P.C. Audit, Legal, Consultant & Other 13-032 $2,700.00 NAPLES LAW, LLP Audit, Legal, Consultant & Other 13-032 $1,252.50 PARKER MCCAY P.A. Audit, Legal, Consultant & Other 13-032 $3,352.50 STEVENS & LEE Audit, Legal, Consultant & Other 13-032 $32,783.00 DUANE MORRIS, LLP Audit, Legal, Consultant & Other 13-110 $6,091.16 BROWN & CONNERY, LLP Audit, Legal, Consultant & Other 14-024 $1,839.25 AJILON PROFESSIONAL STAFFING Audit, Legal, Consultant & Other 14-092 $9,283.24 BENEFIT HARBOR, LP Audit, Legal, Consultant & Other 14-104 $10,708.16 AMERICAN ARBITRATION ASSOCIATION Audit, Legal, Consultant & Other 25KTHRES $550.00 COMMUNITY MARKETING CONCEPTS, INC. Audit, Legal, Consultant & Other 25KTHRES $10,650.00 S4 WORLDWIDE, LLC Audit, Legal, Consultant & Other 25KTHRES $15,000.00 Audit, Legal, Consultant & Other Total $183,879.18 COCA-COLA REFRESHMENTS Beverage Order Papal Visit 25KTHRES $12,223.98 Beverage Order Papal Visit Total $12,223.98 PENNONI ASSOCIATES INC BFB Oil/Water Separator 11-094 $1,773.09 BFB Oil/Water Separator Total $1,773.09 HNTB CORPORATION - NORTHEAST DIVISION BFB Parapet Design 14-048 $3,036.44 BFB Parapet Design Total $3,036.44 HNTB CORPORATION - NORTHEAST DIVISION BFB Parapet Replacement 15-068 $14,282.16 ** RAILROAD/IRON BRIDGE - A JOINT VENTURE BFB Parapet Replacement 15-068 $136,270.72 ** BFB Parapet Replacement Total $150,552.88 RAILROAD/IRON BRIDGE - A JOINT VENTURE BFB PATCO Track Rehabilitation 13-079 $2,015,795.25 ** BFB PATCO Track Rehabilitation Total $2,015,795.25 REMINGTON & VERNICK ENGINEERS, INC BFB ROW Repairs 11-094 $1,393.69 ** BFB ROW Repairs Total $1,393.69 MCCORMICK TAYLOR INC. BFB Signing Improvements 15-001 $6,808.18 ** BFB Signing Improvements Total $6,808.18 REMINGTON & VERNICK ENGINEERS, INC BFB Standpipe Repairs 11-094 $1,809.65 BFB Standpipe Repairs Total $1,809.65 BANK OF - MELLON Bond Service Bond Resolutions $480,784.11 TD BANK, N.A. Bond Service Bond Resolutions $7,664,104.26 Bond Service Total $8,144,888.37 AECOM TECHNICAL SERVICES, INC BRB Chord Repairs 11-094 $771.04 ** AMERICAN BRIDGE CO BRB Chord Repairs 15-018 $228,100.00 ** BRB Chord Repairs Total $228,871.04 IEW CONSTRUCTION GROUP INC BRB Resurfacing 14-098 $991,746.88 ** BRB Resurfacing Total $991,746.88 STAR LITE PRODUCTIONS Bridge Decorative Lighting 25KTHRES $5,419.00 Bridge Decorative Lighting Total $5,419.00 CHAMBER OF COMMERCE OF SOUTHERN NJ Business Meetings 25KTHRES $35.00 JAMES M WHITE JR Business Meetings 25KTHRES $18.31 JOHN STIEF Business Meetings 25KTHRES $68.44 MICHAEL HOWARD Business Meetings 25KTHRES $109.82 SAINT JOSEPH'S UNIVERSITY Business Meetings 25KTHRES $300.00 STEPHANIE JACKSON WOOLLEY Business Meetings 25KTHRES $38.54 WIDENER UNIVERSITY Business Meetings 25KTHRES $150.00 WOMEN'S BUSINESS ENTERPRISE COUNCIL Business Meetings 25KTHRES $150.00 Business Meetings Total $870.11 STV, INC CBB Painting 14-150 $72,968.06 ** CBB Painting Total $72,968.06 CHARLES A FRIARS JR CDL License 25KTHRES $44.00 DENIS J. MORAN CDL License 25KTHRES $44.00 EDWARD BRAUN CDL License 25KTHRES $44.00 CDL License Total $132.00 EPLUS TECHNOLOGY INC Computer Equipment 15-034 $160,456.46 ** DELL MARKETING L.P. Computer Equipment 25KTHRES $22,989.35 ** MODSPACE Computer Equipment 25KTHRES $600.00 ** VERIZON WIRELESS Computer Equipment 25KTHRES $20,861.90 ** Computer Equipment Total $204,907.71 TRANSCORE Computer Software 15-073 $28,149.00 **

**Capital Expenditure Page 1 of 6 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS 09/01/15 THRU 09/30/15 MEETING DATE 10/15/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

Computer Software Total $28,149.00 JOHNSON, MIRMIRAN & THOMPSON, INC. Construction Monitoring BRB 14-099 $111,414.68 ** Construction Monitoring BRB Total $111,414.68 COURT LIAISON SERVICES, LLC Contractual Services 14-088 $2,500.00 TRANSTECH MANAGEMENT INC Contractual Services 14-097 $15,392.65 TACTICAL PUBLIC SAFETY Contractual Services 14-141 $5,148.66 IRON MOUNTAIN INCORPORATED Contractual Services 15-025 $10,324.87 MISTRAS GROUP INC. Contractual Services 25KTHRES $2,150.00 Contractual Services Total $35,516.18 CANON FINANCIAL SERVICES INC Copier Lease 11-027 $7,598.82 Copier Lease Total $7,598.82 TRAFFIX DEVICES INC. Damage Claims 15-067 $38,802.50 Damage Claims Total $38,802.50 BENTLEY SYSTEMS INC Data Processing 25KTHRES $194.25 LEXISNEXIS Data Processing 25KTHRES $1,159.00 Data Processing Total $1,353.25 RIGGINS Diesel Fuel 14-082 $7,101.90 Diesel Fuel Total $7,101.90 COUNTRY GAS SERVICES INC Disposal Fees 25KTHRES $21.00 Disposal Fees Total $21.00 ATLANTIC CITY ELECTRIC Electricity UTILITY $16,121.66 DIRECT ENERGY BUSINESS Electricity UTILITY $33,495.67 P S E & G Electricity UTILITY $38,232.73 PECO ENERGY Electricity UTILITY $35,506.86 Electricity Total $123,356.92 DELTA DENTAL Employee Dental Insurance 13-103 $30,409.66 Employee Dental Insurance Total $30,409.66 AMERIHEALTH INSURANCE CO OF NEW JERSEY Employee Medical Insurance 14-115 $684,913.16 Employee Medical Insurance Total $684,913.16 ANGELA CARAMBOT Employee Mileage 25KTHRES $31.62 BARBARA HOLCOMB Employee Mileage 25KTHRES $68.32 BARBARA MULLINS Employee Mileage 25KTHRES $12.64 BETTY GREGORY Employee Mileage 25KTHRES $10.36 CARLOTTA O'CONNELL Employee Mileage 25KTHRES $5.18 DENISE SANCHEZ Employee Mileage 25KTHRES $5.18 DONALD DALY Employee Mileage 25KTHRES $11.50 DONALD TATHAM Employee Mileage 25KTHRES $26.45 ELIZABETH MCGEE Employee Mileage 25KTHRES $40.60 JOHANNE CORKER Employee Mileage 25KTHRES $31.16 JOHN FRANKLIN Employee Mileage 25KTHRES $5.18 JOHN ROBB Employee Mileage 25KTHRES $41.40 JOHN T HANSON Employee Mileage 25KTHRES $31.00 KAWANZA THURSTON Employee Mileage 25KTHRES $27.58 KEVAN RAHAMAN Employee Mileage 25KTHRES $6.32 MECCA MUSE Employee Mileage 25KTHRES $37.95 MICHAEL HOWARD Employee Mileage 25KTHRES $26.50 MICHAEL PELLEGRINO Employee Mileage 25KTHRES $34.50 MICHAEL VENUTO Employee Mileage 25KTHRES $13.80 MICHELE B HINCHLIFFE Employee Mileage 25KTHRES $248.97 NYDIA ROSARIO Employee Mileage 25KTHRES $15.64 PARIS COLEY Employee Mileage 25KTHRES $11.50 RAYMOND BYARD, IV Employee Mileage 25KTHRES $17.82 RICH BETTS Employee Mileage 25KTHRES $194.35 ROBERT SHEERAN Employee Mileage 25KTHRES $22.42 ROBIN VALENTINE Employee Mileage 25KTHRES $23.00 SYVILLA WILLIAMS Employee Mileage 25KTHRES $23.00 THOMAS M KNETZ Employee Mileage 25KTHRES $104.07 TONI CORSEY Employee Mileage 25KTHRES $25.30 Employee Mileage Total $1,153.31 VISION BENEFITS OF AMERICA Employee Vision Insurance 13-105 $6,047.70 Employee Vision Insurance Total $6,047.70 HNTB CORPORATION - NORTHEAST DIVISION Engineering Services 14-048 $6,358.49 Engineering Services Total $6,358.49 JACOBS ENGINEERING GROUP INC Engineering Support Services 14-048 $6,827.65 Engineering Support Services Total $6,827.65

**Capital Expenditure Page 2 of 6 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS 09/01/15 THRU 09/30/15 MEETING DATE 10/15/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

ATLANTIC TACTICAL Equipment 25KTHRES $2,940.00 DELL MARKETING L.P. Equipment 25KTHRES $284.60 EPLUS TECHNOLOGY INC Equipment 25KTHRES $1,285.58 SOFTWARE HOUSE INTERNATIONAL Equipment 25KTHRES $1,434.00 W W GRAINGER INC Equipment 25KTHRES $1,890.00 Equipment Total $7,834.18 SLATE BELT SAFETY Equipment & Tools 25KTHRES $117.50 Equipment & Tools Total $117.50 GRANT THORNTON LLP ERP Consulting Services 13-097 $122,372.50 ** ERP Consulting Services Total $122,372.50 VERIZON WIRELESS ERP Tablet Date Expense UTILITY $7,983.99 ERP Tablet Date Expense Total $7,983.99 AMERICAN EXPRESS E-ZPass Credit Card Fees 04-031 $7.22 PAYMENTECH E-ZPass Credit Card Fees 04-031 $378.21 E-ZPass Credit Card Fees Total $385.43 INTERNAL REVENUE SERVICE-CHICAGO Federal/FICA Payroll Taxes $867,428.61 Federal/FICA Payroll Taxes Total $867,428.61 NETWORKFLEET, INC. Fleet GPS 13-085 $4,623.80 Fleet GPS Total $4,623.80 POLICE & FIRE CREDIT UNION FOP Health & Welfare $21,622.51 FOP Health & Welfare Total $21,622.51 PARSONS BRINCKERHOFF INC. Franklin Square Tiger Application 15-059 $13,192.73 ** Franklin Square Tiger Application Total $13,192.73 RIGGINS Gasoline - Unleaded 14-082 $33,884.43 Gasoline - Unleaded Total $33,884.43 P S E & G Heat UTILITY $280.85 PHILADELPHIA GAS WORKS Heat UTILITY $535.79 SOUTH JERSEY GAS COMPANY Heat UTILITY $28.97 Heat Total $845.61 TSIB (TURNER SURETY & INS BROKERAGE) Insurance 15-064 $15,750.00 Insurance Total $15,750.00 PORT AUTHORITY TRANSIT Intercompany Transfers $900,000.00 Intercompany Transfers Total $900,000.00 O'NEILL CONSULTING CORP IUOE Health & Welfare 09-097 $12,660.84 IUOE Health & Welfare Total $12,660.84 IUOE 542 BENEFIT FUNDS IUOE Medical Insurance 15-033 $369,578.00 IUOE Medical Insurance Total $369,578.00 ADAM R. JACURAK Job Certifications & Licenses 25KTHRES $50.00 Job Certifications & Licenses Total $50.00 HILLTOP BLOCK & SUPPLY Landscaping - Seed and Shrubs 25KTHRES $14,957.76 Landscaping - Seed and Shrubs Total $14,957.76 BANK OF AMERICA Letter of Credit Payment 12-021 $250.00 Letter of Credit Payment Total $250.00 ATTACHMATE CORPORATION Licensing Fees - Software 25KTHRES $850.00 DLT SOLUTIONS Licensing Fees - Software 25KTHRES $254.73 GOLD TYPE BUSINESS MACHINES (GTBM) Licensing Fees - Software 25KTHRES $14,437.50 SOFTWARE HOUSE INTERNATIONAL Licensing Fees - Software 25KTHRES $1,200.00 Licensing Fees - Software Total $16,742.23 CAMDEN PARKING AUTHORITY Limited Mobility Parking 25KTHRES $636.65 Limited Mobility Parking Total $636.65 BARCLAYS BANK PLC, NEW YORK BRANCH LOC Fees - 2010 Ref Rev Bonds 09-075 $1,500.00 LOC Fees - 2010 Ref Rev Bonds Total $1,500.00 TRANSCORE Maint. Fee - Toll Collection Equip 15-011 $215,331.00 Maint. Fee - Toll Collection Equip Total $215,331.00 AMERICAS SAP USERS GROUP Membership Dues 25KTHRES $2,300.00 Membership Dues Total $2,300.00 DOVER INDUSTRIES INC DBA VEHICLE Mobile Equipment 13-026 $66,205.41 ** AMERICAN SIGNAL COMPANY Mobile Equipment 25KTHRES $14,000.00 ** Mobile Equipment Total $80,205.41 TD BANK, N.A. Net Payroll $76,480.76 WELLS FARGO BANK, NA Net Payroll $1,974,379.20 Net Payroll Total $2,050,859.96 N.J. STATE - GIT NJ Payroll Taxes $66,062.76 NJ Payroll Taxes Total $66,062.76 NATIONAL UNION FIRE INSURANCE OCIP Accrual 14-052 $6,834.50

**Capital Expenditure Page 3 of 6 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS 09/01/15 THRU 09/30/15 MEETING DATE 10/15/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

OCIP Accrual Total $6,834.50 CANON SOLUTIONS AMERICA, INC. Office Supplies 11-027 $1,104.54 PAPER MART, INC. Office Supplies 14-144 $1,788.69 W.B. MASON CO. INC. Office Supplies 14-144 $898.43 BROWN'S GRAPHIC SOLUTIONS, INC Office Supplies 25KTHRES $23.85 STANDARD OFFICE SYSTEM Office Supplies 25KTHRES $130.00 Office Supplies Total $3,945.51 CAREER CONCEPTS, INC. Organizational Resource Analysis 13-134 $23,598.75 Organizational Resource Analysis Total $23,598.75 PA DEPT OF REVENUE PA Payroll Taxes $31,489.78 PA Payroll Taxes Total $31,489.78 KENSEAL CONSTRUCTION PRODUCTS Painting - Bridges 25KTHRES $8,567.20 Painting - Bridges Total $8,567.20 PAPER MART, INC. Paper 14-144 $351.82 Paper Total $351.82 LAZ PARKING MID ATLANTIC LLC Part-time Toll Collectors 13-095 $60,564.24 Part-time Toll Collectors Total $60,564.24 HNTB CORPORATION - NORTHEAST DIVISION PATCO BFB Track Rehabilitation 12-080 $256,545.82 ** PATCO BFB Track Rehabilitation Total $256,545.82 REMINGTON & VERNICK ENGINEERS, INC PATCO Birch St. Transformers 15-019 $6,723.70 PATCO Birch St. Transformers Total $6,723.70 IRON MOUNTAIN INCORPORATED PATCO Contractual Services 15-025 $334.78 PATCO Contractual Services Total $334.78 CANON SOLUTIONS AMERICA, INC. PATCO Copier Expense 11-027 $5,546.76 PATCO Copier Expense Total $5,546.76 STV, INC PATCO Fleet Rehabilitation 15-019 $8,220.02 ** PATCO Fleet Rehabilitation Total $8,220.02 CAREER CONCEPTS, INC. PATCO Org. Resource Analysis 15-046 $9,063.75 PATCO Org. Resource Analysis Total $9,063.75 PENNONI ASSOCIATES INC PATCO Outbound Survey 13-081 $173,124.18 ** PATCO Outbound Survey Total $173,124.18 QUAL-LYNX PATCO Professional Services 12-006 $3,262.17 PATCO Professional Services Total $3,262.17 VERIZON PATCO Telephone UTILITY $7,833.66 PATCO Telephone Total $7,833.66 PNC P-Card 25KTHRES $149,848.88 P-Card Total $149,848.88 PA STATE EMP RETIREMENT SYS Pension - SERS $2,233,138.98 Pension - SERS Total $2,233,138.98 N.J. PUBLIC EMPLOYEES RETIREMENT SYSTEM Pension & Benefits $5,326.50 Pension & Benefits Total $5,326.50 CITY OF PHILADELPHIA Phila Employee W/H Taxes $48,962.20 Phila Employee W/H Taxes Total $48,962.20 UNITED PARCEL SERVICE (UPS) Postage 25KTHRES $306.68 Postage Total $306.68 ALLEN REPRODUCTION CO Printing 25KTHRES $1,378.15 Printing Total $1,378.15 QUAL-LYNX Professional Services 12-006 $3,829.50 BALLARD SPAHR ANDREWS & INGERSOLL Professional Services 13-032 $1,376.50 THE ERIC RYAN CORPORATION Professional Services 13-088 $9,753.45 INTERSTATE MOBILE CARE, INC. Professional Services 14-103 $12,522.00 WORKNET OCCUPATIONAL MEDICINE Professional Services 14-103 $1,275.00 COMMONWEALTH OF PENNSYLVANIA Professional Services 25KTHRES $1,656.00 Professional Services Total $30,412.45 GRANT REIMBURSEABLE PAYMENTS Reimbursable Grant Payments $362,525.10 Reimbursable Grant Payments Total $362,525.10 BRINKERHOFF ENVIORNMENTAL SERVICES, INC. Remedial Investigation NJ Sites 14-030 $9,560.06 ** Remedial Investigation NJ Sites Total $9,560.06 XTREME TRUCKING LLC Rentals 25KTHRES $5,221.00 Rentals Total $5,221.00 INTERSTATE AERIALS, LLC Repair Facilities - Equip Rental 25KTHRES $7,600.00 Repair Facilities - Equip Rental Total $7,600.00 THYSSENKRUPP ELEVATOR CORPORATION Repairs - Bridges 15-026 $3,187.96 UNITED ELEVATOR COMPANY, LLC Repairs - Bridges 15-057 $8,080.00 ONE CALL CONCEPTS Repairs - Bridges 25KTHRES $23.56

**Capital Expenditure Page 4 of 6 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS 09/01/15 THRU 09/30/15 MEETING DATE 10/15/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

ROBERT T WINZINGER, INC Repairs - Bridges 25KTHRES $966.00 T SLACK ENVIRONMENTAL SERVICES INC Repairs - Bridges 25KTHRES $4,596.20 Repairs - Bridges Total $16,853.72 GROVE SUPPLY Repairs - Buildings 25KTHRES $3,452.03 PEIRCE-PHELPS INC Repairs - Buildings 25KTHRES $3,429.53 SET RITE CORP Repairs - Buildings 25KTHRES $1,928.00 TRI-COUNTY TERMITE & PEST CONTROL INC. Repairs - Buildings 25KTHRES $130.00 Repairs - Buildings Total $8,939.56 UNITED ELEVATOR COMPANY, LLC Repairs - Other Equipment 15-057 $900.00 DRAEGER SAFETY DIAGNOSTICS, INC Repairs - Other Equipment 25KTHRES $507.00 NAT ALEXANDER COMPANY Repairs - Other Equipment 25KTHRES $851.40 Repairs - Other Equipment Total $2,258.40 ONE CALL CONCEPTS Repairs - Signs 25KTHRES $13.64 Repairs - Signs Total $13.64 CORCON INC Repairs Bridge 14-149 $2,429,736.92 ** R. E. PIERSON MATERIALS CORP. Repairs Bridge 25KTHRES $1,060.00 ** SHERWIN WILLIAMS Repairs Bridge 25KTHRES $7,970.00 ** Repairs Bridge Total $2,438,766.92 REMINGTON & VERNICK ENGINEERS, INC Repairs to Buildings 11-094 $894.59 ** SHERWIN WILLIAMS Repairs to Buildings 25KTHRES $417.95 ** Repairs to Buildings Total $1,312.54 AMERIHEALTH INSURANCE CO OF NEW JERSEY Retiree Medical Insurance 14-115 $203,528.02 THE ESTATE OF ROSALIE ZECCA Retiree Medical Insurance 25KTHRES $775.68 Retiree Medical Insurance Total $204,303.70 MORTON SALT INC. Snow Removal - Salt 15-079 $65,589.97 Snow Removal - Salt Total $65,589.97 SUNGARD AVAILABILITY SERVICES LP Soft/Hardware Service Contracts 10-135 $4,023.00 DELL MARKETING L.P. Soft/Hardware Service Contracts 25KTHRES $11,757.14 Soft/Hardware Service Contracts Total $15,780.14 A&A GLOVE & SAFETY CO. Stores Inventory 25KTHRES $2,748.50 ANDAX INDUSTRIES Stores Inventory 25KTHRES $822.51 ATLAS FLASHER AND SUPPLY CO INC Stores Inventory 25KTHRES $4,560.00 BILLOWS ELECTRIC SUPPLY Stores Inventory 25KTHRES $1,059.60 MULTIFACET, INC. Stores Inventory 25KTHRES $1,292.21 PABCO INDUSTRIES,INC Stores Inventory 25KTHRES $2,527.00 PENDERGAST SAFETY EQUIP Stores Inventory 25KTHRES $2,177.40 SALERNO TIRE CORPORATION Stores Inventory 25KTHRES $3,099.98 SHERWIN WILLIAMS Stores Inventory 25KTHRES $1,851.03 UNITED ELECTRIC SUPPLY COMPANY Stores Inventory 25KTHRES $960.00 W W GRAINGER INC Stores Inventory 25KTHRES $540.00 Y-PERS Stores Inventory 25KTHRES $246.00 Stores Inventory Total $21,884.23 DIRECTV Subscriptions 25KTHRES $624.88 DRPA MISC. EXPENSES Subscriptions 25KTHRES $420.05 THOMSON REUTERS (TAX & ACCOUNTING) INC. Subscriptions 25KTHRES $1,310.00 THOMSON REUTERS- WEST Subscriptions 25KTHRES $407.67 THOMSON REUTERS- WEST Subscriptions 25KTHRES $396.00 Subscriptions Total $3,158.60 COMMONWEALTH METAL CO. Supplies 25KTHRES $3,879.48 MARLAC ELECTRONICS Supplies 25KTHRES $590.00 SOUTH JERSEY WELDING Supplies 25KTHRES $477.71 TRI-COUNTY TERMITE & PEST CONTROL INC. Supplies 25KTHRES $165.00 Supplies Total $5,112.19 TD BANK, N.A. Swap Interest Payments 01-019 $1,117,926.29 WELLS FARGO BANK, NA Swap Interest Payments 01-019 $1,383,205.12 Swap Interest Payments Total $2,501,131.41 VERIZON Telephone UTILITY $31,322.00 VERIZON WIRELESS Telephone UTILITY $7,297.08 Telephone Total $38,619.08 DUNBAR ARMORED, INC. Toll Deposit Processing Fee 14-093 $18,077.96 Toll Deposit Processing Fee Total $18,077.96 ANNETTE MELENDEZ-FREEMAN Toll Refunds 25KTHRES $50.00 DIANE SKOTARCZKA Toll Refunds 25KTHRES $1.00 JIM KERR Toll Refunds 25KTHRES $10.00 ROBERT RODRIQUEZ Toll Refunds 25KTHRES $50.00

**Capital Expenditure Page 5 of 6 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS 09/01/15 THRU 09/30/15 MEETING DATE 10/15/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

Toll Refunds Total $111.00 BRIGITTE KORDZIAN Training - Registration 25KTHRES $50.00 FRED PRYOR SEMINARS Training - Registration 25KTHRES $158.00 GLOCK PROFESSIONAL INC Training - Registration 25KTHRES $350.00 HOLIDAY INN EXPRESS TOWER CENTER Training - Registration 25KTHRES $557.28 LORMAN EDUCATION SERVICES Training - Registration 25KTHRES $418.00 MARK ZITZLER Training - Registration 25KTHRES $240.00 NEW JERSEY STATE SAFETY COUNCIL Training - Registration 25KTHRES $20.00 NJSCPA EDUCATION FOUNDATION, INC. Training - Registration 25KTHRES $1,285.00 RUTGERS, THE STATE UNIVERSITY Training - Registration 25KTHRES $435.00 SKILLPATH SEMINARS Training - Registration 25KTHRES $598.00 SOCIETY FOR HUMAN RESOURCE MANAGEMENT Training - Registration 25KTHRES $190.00 STOCKTON UNIVERSITY Training - Registration 25KTHRES $300.00 Training - Registration Total $4,601.28 ASHOK PATEL Training, Travel and Subsistence 25KTHRES $585.29 ERIN WATTERSON Training, Travel and Subsistence 25KTHRES $321.41 GERALD FABER Training, Travel and Subsistence 25KTHRES $156.99 NYDIA ROSARIO Training, Travel and Subsistence 25KTHRES $15.64 SKILLPATH SEMINARS Training, Travel and Subsistence 25KTHRES $31.90 Training, Travel and Subsistence Total $1,111.23 ALSTOM TRANSPORTATION INCORPORATED Transit Car Overhaul 10-154 $5,513,871.54 ** Transit Car Overhaul Total $5,513,871.54 WASTE MANAGEMENT OF NEW JERSEY, INC Trash Removal 15-067 $1,987.18 WASTE MANAGEMENT OF PA Trash Removal 15-067 $1,322.44 Trash Removal Total $3,309.62 COURTNEY L. MCHUGH Tuition Reimbursement 25KTHRES $333.00 JOSEPH GRAZIANO Tuition Reimbursement 25KTHRES $222.00 Tuition Reimbursement Total $555.00 A&A GLOVE & SAFETY CO. Uniforms 25KTHRES $1,056.00 A-1 UNIFORM CITY INC Uniforms 25KTHRES $363.00 ACME UNIFORM FOR INDUSTRY Uniforms 25KTHRES $374.40 AMERICAN EXPEDITING COMPANY Uniforms 25KTHRES $77.12 BERBEN INSIGNIA COMPANY Uniforms 25KTHRES $190.50 KEYPORT ARMY & NAVY Uniforms 25KTHRES $476.00 LAWMEN SUPPLY CO OF NEW JERSEY, INC. Uniforms 25KTHRES $750.00 OLYMPIC UNIFORMS Uniforms 25KTHRES $3,929.00 PUBLIC SAFETY UNLIMITED Uniforms 25KTHRES $1,780.00 RED WING BRANDS OF AMERICA, INC. Uniforms 25KTHRES $314.99 Uniforms Total $9,311.01 EMPLOYEE PASSS THROUGH PAYMENTS Union Dues, Employee Contributions, Etc. $839,435.59 Union Dues, Employee Contributions, Etc. Total $839,435.59 UNI-SELECT USA, INC Vehicle Repairs - Inside 15-023 $3,299.20 HUNTER TRUCK SALLES Vehicle Repairs - Inside 25KTHRES $4,479.89 PELLEGRINO CHEVROLET Vehicle Repairs - Inside 25KTHRES $3,214.57 Vehicle Repairs - Inside Total $10,993.66 INTERCON TRUCK EQUIPMENT INC Vehicles 25KTHRES $17,850.00 ** Vehicles Total $17,850.00 CAMDEN COUNTY MUA Water and Sewer UTILITY $1,936.00 CITY OF CAMDEN Water and Sewer UTILITY $5,457.65 CITY OF PHILA Water and Sewer UTILITY $9,383.04 NEW JERSEY AMERICAN WATER Water and Sewer UTILITY $101.28 Water and Sewer Total $16,877.97 QUAL-LYNX Workmen's Compensation 12-105 $106,872.55 Workmen's Compensation Total $106,872.55

$33,270,264.78

**Capital Expenditure Page 6 of 6 DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS & CONTRACTS DRPA LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - SEPTEMBER 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION A&A GLOVE & SAFETY CO. Stores Inventory Account P15P0311 $3,339.70 25KTHRES A&A GLOVE & SAFETY CO. Stores Inventory Account P15P0325 $1,397.00 25KTHRES A&A GLOVE & SAFETY CO. Stores Inventory Account P15P0342 $4,508.00 25KTHRES A&A GLOVE & SAFETY CO. Stores Inventory Account P15P0345 $869.80 25KTHRES A&A GLOVE & SAFETY CO. Stores Inventory Account P15P0351 $1,075.00 25KTHRES A&A GLOVE & SAFETY CO. Uniforms P15P0306 $114.00 25KTHRES A&M INDUSTRIAL Stores Inventory Account P15P0319 $459.00 25KTHRES A&M INDUSTRIAL Stores Inventory Account P15P0355 $680.04 25KTHRES ACE PLUMBING & ELECTRICAL SUPPLIES CO. Stores Inventory Account P15P0335 $153.00 25KTHRES AIRGAS USA, LLC. Stores Inventory Account P15P0357 $223.44 25KTHRES ALLIED ELECTRONICS Repair/Replacement Toll Equip P15P0305 $345.00 25KTHRES ALLIED ELECTRONICS Repair/Replacement Toll Equip P15P0365 $71.76 25KTHRES AMERICAN SIGNAL COMPANY Mobile Equipment P15S0122 $14,000.00 25KTHRES BARCODES INC Computer Equipment P15S0129 $24,962.40 25KTHRES BDF INDUSTRIAL FASTENERS Stores Inventory Account P15P0337 $249.80 25KTHRES BDF INDUSTRIAL FASTENERS Stores Inventory Account P15P0341 $146.10 25KTHRES BILLOWS ELECTRIC SUPPLY Repairs Bridge P15P0321 $5,246.24 25KTHRES CAMDEN BAG AND PAPER Stores Inventory Account P15P0320 $838.80 25KTHRES COMMONWEALTH METAL CO. Miscellaneous Supplies P15P0360 $15,876.06 25KTHRES E. THOMAS BRETT BUSINESS MACHINES, INC. Stores Inventory Account P15P0336 $1,245.00 25KTHRES ENFASCO, INC. Stores Inventory Account P15P0329 $330.00 25KTHRES EPLUS TECHNOLOGY INC Soft/Hardware Service Contracts P15S0131 $4,115.00 25KTHRES FASTENAL COMPANY Stores Inventory Account P15P0356 $689.04 25KTHRES FORTRESS PROTECTION, LLC Repairs - Other Equipment P15P0324 $8,860.00 25KTHRES FRANKLIN ELECTRIC CO Repairs to Buildings P15P0338 $2,544.95 25KTHRES FRANKLIN ELECTRIC CO Stores Inventory Account P15P0307 $2,760.00 25KTHRES FRANKLIN ELECTRIC CO Stores Inventory Account P15P0330 $295.50 25KTHRES FRANKLIN ELECTRIC CO Stores Inventory Account P15P0334 $175.00 25KTHRES FRANKLIN ELECTRIC CO Stores Inventory Account P15P0340 $402.50 25KTHRES GARDEN STATE HIGHWAY PRODUCTS, INC. Stores Inventory Account P15P0331 $672.00 25KTHRES GRAYBAR ELECTRIC COMPANY INC Repairs to Buildings P15S0124 $2,422.86 25KTHRES HENKE MANUFACTURING Stores Inventory Account P15P0361 $8,925.10 25KTHRES HUNTER TRUCK SALLES Vehicle Repairs - Inside P15E0029 $4,479.89 25KTHRES JOHN GREENLAND ENTERPRISES, INC. Stores Inventory Account P15S0132 $4,002.39 25KTHRES JOSEPH FAZZIO INC Replacement of Roadway P15P0312 $2,633.40 25KTHRES KEYPORT ARMY & NAVY Uniforms P15S0123 $231.00 25KTHRES LAWMEN SUPPLY CO OF NEW JERSEY, INC. Uniforms P15S0133 $2,640.00 25KTHRES LINDLEY ELECTRIC SUPPLY CO.,INC. Stores Inventory Account P15P0333 $2,316.60 25KTHRES LINDSAY TRANSPORTATION SOLUTIONS Stores Inventory Account P15L0041 $8,400.00 DRPA 14-144 LOWES HOME CENTER Repairs to Buildings P15P0326 $1,926.82 25KTHRES MKG SALES ASSOCIATES, INC. Stores Inventory Account P15P0323 $1,860.20 25KTHRES MULTIFACET, INC. Stores Inventory Account P15P0310 $784.20 25KTHRES MULTIFACET, INC. Stores Inventory Account P15P0332 $2,339.40 25KTHRES NESTLE WATERS Stores Inventory Account P15P0352 $179.80 25KTHRES OLD DOMINION BRUSH Stores Inventory Account P15P0344 $480.00 25KTHRES PABCO INDUSTRIES,INC Stores Inventory Account P15P0317 $1,433.40 25KTHRES PAPER MART, INC. Stores Inventory Account P15P0359 $439.80 25KTHRES PELLEGRINO CHEVROLET Vehicle Repairs - Inside P15E0023 $3,214.57 25KTHRES PENDERGAST SAFETY EQUIP Stores Inventory Account P15P0315 $1,942.20 25KTHRES PENDERGAST SAFETY EQUIP Stores Inventory Account P15P0327 $345.00 25KTHRES PENDERGAST SAFETY EQUIP Stores Inventory Account P15P0339 $1,304.88 25KTHRES PENDINO CONSTRUCTION, LLC Snow Removal - Salt P15P0328 $4,798.57 25KTHRES PREMIUM POWER SERVICES, LLC Repairs - Buildings P15C0054 $9,504.00 DRPA 15-092 PREMIUM POWER SERVICES, LLC Repairs - Buildings P15C0055 $3,188.00 DRPA-15-092 PREMIUM POWER SERVICES, LLC Repairs - Other Equipment P15C0052 $3,988.00 DRPA-15-092 PREMIUM POWER SERVICES, LLC Repairs - Other Equipment P15C0053 $9,342.00 DRPA-15-092 POWER TRAC Wheel Motor P15E0036 $3,181.64 25KTHRES ROMAN MOSAIC AND TILE COMPANY Repairs to Buildings P15P0314 $4,900.00 25KTHRES SABER AND SONS Repairs to Buildings P15P0318 $846.81 25KTHRES SALERNO TIRE CORPORATION Stores Inventory Account P15P0362 $4,110.05 25KTHRES SAMZIE'S UNIFORMS Uniforms P15S0126 $166.40 25KTHRES DRPA LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - SEPTEMBER 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION SET RITE CORP Repairs - Buildings P15E0030 $1,928.00 25KTHRES SHERWIN WILLIAMS Stores Inventory Account P15P0316 $1,201.56 25KTHRES SIMPLEXGRINNELL, LP Repairs to Buildings P15L0040 $7,920.00 25KTHRES SOFTWARE HOUSE INTERNATIONAL Licensing Fees - Software P15S0128 $12,802.00 25KTHRES SOFTWARE HOUSE INTERNATIONAL Miscellaneous Equipment P15P0358 $888.00 25KTHRES UNITED ELECTRIC SUPPLY COMPANY Stores Inventory Account P15P0308 $960.00 25KTHRES UNITED ELEVATOR CO. Circuit Board Repair P15E0031 $1,900.00 25KTHRES V E RALPH AND SON INC Office Equipment P15S0125 $3,625.00 25KTHRES W W GRAINGER INC Miscellaneous Equipment P15P0322 $4,999.00 25KTHRES W W GRAINGER INC Miscellaneous Equipment P15P0347 $919.16 25KTHRES W W GRAINGER INC Miscellaneous Equipment P15P0363 $2,100.00 25KTHRES W.B. MASON CO. INC. Stores Inventory Account P15P0353 $1,274.40 25KTHRES WTH TECHNOLOGY, INC. Data Processing P15P0354 $6,994.80 25KTHRES Y-PERS Snow Removal - Salt P15P0346 $7,497.00 25KTHRES Y-PERS Stores Inventory Account P15P0309 $216.00 25KTHRES OPERATIONS & MAINTENANCE 1 DELAWARE RIVER PORT AUTHORITY

2 Operations & Maintenance Committee Meeting

3

4 One Port Center 2 Riverside Drive 5 Camden, New Jersey

6 Tuesday, October 6, 2015

7 Committee Members:

8 Albert Frattali, O&M Chairman Rohan Hepkins, O&M Vice Chairman 9 Frank DiAntonio Charles Fentress (via telephone) 10 Richard Sweeney Ryan Boyer, Chairman of DRPA/PATCO 11 Boards (arrived at 9:47 a.m.)

12 Others Present: 13 Christopher Howard, Assistant Counsel 14 New Jersey Governor's Authorities Unit

15 DRPA/PATCO Staff: 16 Raymond J. Santarelli, General Counsel and Corporate 17 Secretary Kristen Mayock, Deputy General Counsel 18 Michael Venuto, Chief Engineer Stephen Holden, Deputy General Counsel 19 Gerald Faber, Assistant General Counsel Dan Auletto, Acting Chief Operations Officer 20 James White, Chief Financial Officer Kyle Anderson, Director of Corporate Communications 21 Kathleen P. Vandy, Assistant General Counsel Richard J. Mosback, Jr., Assistant General Counsel 22 Christina Maroney, Director, Strategic Initiatives

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 2

1 DRPA/PATCO Staff: (Continued)

2 Valerie Bradford, Bridge Director, Ben Franklin and Betsy Ross Bridges 3 David Gentile, Inspector General John Rink, General Manager, PATCO 4 Bennett Cornelius, Assistant General Manager, PATCO Elizabeth McGee, Acting Records Manager 5

6 Public Attendees:

7 Matt White, Operating Engineers Gary Brown, Jupiter Contracting 8 Charlie Roberts, Business Manager, Iron Workers Local 401 9

10

11

12

13

14

15

16

17

18

19

20

21

22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 3

1 INDEX

2 Page

3 Roll Call 5

4 Public Comment - Emergency Handrail Project 5

5 Executive Session 11

6 Public Address Replacement System 11

7 Procurement & Delivery of Four Hundred (400) Transit Car Wheels (RFB) 14 8 Procurement & Delivery of Eighty (80) Machined 9 Axles (RFB) 16

10 2016 Charity Event Bridge/Ramp Closures at Ben Franklin Bridge, Commodore Barry Bridge, and 11 Betsy Ross Bridge 18

12 205 Race Street Temporary Aerial Right-of-Entry License and Indemnification Agreement and Related 13 Agreements with Jeffrey M. Brown Associates, LLC 20

14 General Discussion:

15 Change Orders:

16 Contract No. PATCO-21-E, PATCO Track Rehabilitation Across the Ben Franklin 17 Bridge 22

18 Walt Whitman Bridge Priority Structural Repairs Contract - Change Order #1 19 (Final) 23

20 Customer Outreach for Capital Projects 26

21 Santa Train 33

22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 4

1 INDEX (continued) Page 2 Spending Tracking 37 3 Update on the Title VI, PATCO Customer Survey 38 4 Adjournment 40 5

6

7

8

9

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12

13

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 5

1 PROCEEDINGS

2 (9:07 a.m.)

3 CHAIRMAN FRATTALI: I'd like to call to order

4 the meeting of the Operations and Maintenance

5 Committee of the Delaware River Port Authority and ask

6 the corporate secretary to call the roll.

7 MR. SANTARELLI: Good morning, Mr. Chairman.

8 Chairman Frattali?

9 CHAIRMAN FRATTALI: Here.

10 MR. SANTARELLI: Vice Chairman Hepkins?

11 VICE CHAIRMAN HEPKINS: Here.

12 MR. SANTARELLI: Commissioner Sweeney?

13 COMMISSIONER SWEENEY: Here.

14 MR. SANTARELLI: Commissioner Fentress?

15 COMMISSIONER FENTRESS: Here.

16 MR. SANTARELLI: Commissioner DiAntonio?

17 COMMISSIONER DiANTONIO: Here.

18 MR. SANTARELLI: Is anyone else on the phone?

19 You have a quorum. We'll keep the roll open and add

20 as people come in.

21 CHAIRMAN FRATTALI: All right. I'm going to

22 go a little out of order this morning. We have three

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 6

1 gentlemen here who want to speak on the Emergency

2 Handrail Project. We have Matt White from the

3 Operating Engineers, Gary Brown from Jupiter

4 Contracting, and Charlie Roberts, Business Manager,

5 Iron Workers Local 401.

6 MR. BROWN: Good morning. My name is Gary

7 Brown. I'm an estimator for a company -- for a

8 responsible contractor who has been working with the

9 DRPA for many years. Most of the contractors who bid

10 work here face the same issues; high wages, small

11 profits, and we wait for our money. And the contracts

12 go to the lowest bid.

13 If a contractor has a better way of doing a

14 job and is willing to cut profits another percent,

15 good for him. They deserve the job. But, bidding

16 against unscrupulous contractors whose plan is to bid

17 low and make up hundreds of thousands of dollars in

18 extras, or to manipulate prevailing wages, or

19 misclassify workers, or shortcut on safety or quality

20 -- it's fruitless.

21 Quality work, good labor relations, and local

22 contractors have to have a value. And some of the

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 7

1 contracts here -- I've seen a lot of that. I have

2 seen the extras, the misclassification of work, and

3 out-of-town contractors. Thank you.

4 MR. SANTARELLI: Mr. Chairman, could we just

5 clarify what contract they're talking about, so we

6 know?

7 MR. VENUTO: Yeah, the Chairman was referring

8 to the handrail work. It's the Ben Franklin Bridge

9 emergency parapet work. We did parapet work on both

10 the north and south sides of the Ben Franklin Bridge.

11 The north side was done as an emergency.

12 Both works were bid. The north side

13 progressed as emergency work. The south side, we went

14 through the Board process and then issued a contract.

15 So, both of them are under contract.

16 MR. SANTARELLI: And the one that we're

17 talking about right now is the north side emergency

18 work; that's what Mr. Brown was just discussing?

19 MR. VENUTO: It's my understanding we're

20 talking about both north and south sides. It's one

21 general project. It's two contracts, but it's one.

22 They bid it as one contract.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 8

1 MR. SANTARELLI: None of these gentlemen are

2 employees of DRPA? They are contractors?

3 MR. VENUTO: Yes.

4 MR. SANTARELLI: Okay, I just wanted to make

5 sure that was clear.

6 MR. WHITE: No, I'm not an employee. I am a

7 business rep for the Operating Engineers here in New

8 Jersey, Local 825. We're the heavy equipment

9 operators. I'm also a business agent and organizer.

10 As an organizer, we do a lot of research on

11 misclassification.

12 This contractor in question here was caught

13 running equipment -- heavy equipment -- with laborers.

14 As Gary pointed out, that's what undercuts the rates

15 and that's how he makes up for his low bids.

16 We do that all the time in the construction

17 world to keep everybody in check. The problem here on

18 the bridges is that we're not allowed to take pictures

19 because of Homeland Security, so it's hard to catch

20 these guys that misclassify their workers.

21 This particular contractor was caught on

22 numerous occasions with misclassifications; with

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 9

1 lower-paid workers running higher-pay equipment.

2 Operators make a little bit more money than the

3 laborers. And this contractor in question was using

4 laborers to do all of the work.

5 But, again, our problem is that we've got to

6 have a picture in order to file a complaint; we've

7 really got to put a picture with the time frame.

8 Right now, we're still waiting on certified payrolls.

9 It's hard to match it up without a picture because he

10 can put laborers, and he doesn't have to put down the

11 machines he used, even though he had five or six

12 machines out on the job site. That's it, thank you.

13 MR. SANTARELLI: Thank you.

14 MR. ROBERTS: I'm Charles Roberts, and I'm

15 running the local over at 401 Iron Workers. We are

16 talking about misclassification.

17 The contractor has done it throughout this

18 job. Grading is work that should be done by iron

19 workers, but he has laborers doing it. And that

20 creates a safety factor because the laborers don't

21 know exactly how to do the work like the iron workers

22 do. It's our job. Somebody is going to get hurt one

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 10

1 of these days, and it's going to be too late.

2 Again, lately, you've got them doing the

3 handrail. He laid all the iron workers off, sent them

4 all home, and then later on we find out he's got all

5 laborers doing the work. We asked him why he does it,

6 and his answer is “because I can.” That's what he

7 tells us.

8 We're here to get the job done safely, within

9 a budget, and get the job done quickly. Iron workers

10 work that way. We don't want any problems. It's the

11 first time I've ever run into a contractor on any of

12 these bridges that works like he does.

13 We worked 50/50 with Camden, every bridge,

14 that's our credence. He was working weekends when he

15 didn't have the proper manpower. We had to take him

16 to arbitration. We settled the arbitration with him,

17 helped him out, and then he does it again. He just

18 won't stop. It's not right. That's all I've got to

19 say. Thank you.

20 MR. SANTARELLI: Thank you.

21 CHAIRMAN FRATTALI: At this time, I'll ask to

22 go into executive session.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 11

1 MR. SANTARELLI: Do you want to do that now,

2 or do you want to do it -- we can talk about it when

3 we go into executive session.

4 CHAIRMAN FRATTALI: I want to do it now. I

5 want to go into executive session now.

6 MR. SANTARELLI: I need a motion to go into

7 executive session.

8 COMMISSIONER SWEENEY: So moved.

9 CHAIRMAN FRATTALI: Second?

10 COMMISSIONER DiANTONIO: Second.

11 CHAIRMAN FRATTALI: All in favor?

12 ALL: Aye.

13 CHAIRMAN FRATTALI: We're in executive

14 session. Anybody that needs to leave the room --

15 (Off the record at 9:15 a.m.)

16 (On the record at 9:41 a.m.)

17 CHAIRMAN FRATTALI: There are five items on

18 the agenda today. The first item is the public

19 address replacement system. Mr. Rink?

20 MR. RINK: Thank you, Mr. Chairman,

21 Commissioners. We are seeking authorization to

22 negotiate a contract with Northeast Communications

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 12

1 Group to replace our existing PA or public address

2 system in all of our PATCO stations. The new

3 equipment will provide better sound quality and be

4 more reliable. The work will be under a GSA contract,

5 Schedule GS-35F-475-BA pricing.

6 Our current hardware that operates the PA

7 system that has reached the end of its useful life,

8 and spare equipment is becoming difficult to find. To

9 replace a recent component that failed, we had to

10 procure the item through eBay. Our technology is also

11 generations behind more up-to-date equipment.

12 This project will install a new backbone

13 system from Center Tower to all of our stations. New

14 equipment will include microphones, amplifiers, switch

15 gears, zone controllers; it will provide much improved

16 high fidelity sound compared to existing equipment.

17 The equipment will be installed in all 13

18 stations at Center Tower. We'll have Phase 2 of the

19 project. Phase 1 does not include replacement of the

20 existing speakers, which would be a significant

21 investment. We believe the backbone equipment has been

22 the source of the problems, so we want to see how our

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 13

1 new backbone system works. Then, if there is still a

2 problem, we can replace the speakers in Phase 2, after

3 bringing it to the Board in 2016.

4 We have reviewed Northeast Communication's

5 cost and find it fair and reasonable. We're seeking

6 authorization to negotiate a contract up to $328,595

7 with Northeast Communication Group.

8 CHAIRMAN FRATTALI: Any questions? I need a

9 motion.

10 COMMISSIONER SWEENEY: Move the motion.

11 CHAIRMAN FRATTALI: Second?

12 COMMISSIONER DiANTONIO: Second.

13 CHAIRMAN FRATTALI: All in favor?

14 ALL: Aye.

15 CHAIRMAN FRATTALI: Any opposed? The ayes

16 have it.

17 MR. SANTARELLI: Just so the record is clear,

18 the motion was to move that along to the Board?

19 CHAIRMAN FRATTALI: Correct.

20 The second item is procurement and delivery of

21 400 transit car wheels. Mr. Rink?

22 MR. RINK: Yes, thank you, Mr. Chairman,

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 14

1 Commissioners. We are seeking authorization to

2 negotiate a contract with TSS, which represents

3 Bonatrans in the Czech Republic, for the purchase and

4 delivery of 400 transit car wheels for our revenue

5 cars. The amount would be $420,080. We included

6 funds for the overhaul of our transit car trucks as

7 part of the 2015 capital budget.

8 You'll recall that, even with the new Alstom

9 cars, PATCO is still doing the maintenance, repair,

10 and replacement of all the trucks for the cars. This

11 is where the wheels are and it also contains the

12 traction motors. When we replaced or overhauled the

13 transit trucks, we replaced worn transit wheels. We

14 are going to procure these, place them in inventory,

15 and then we will withdraw them from inventory when we

16 move forward with the project. Steel wheels on the

17 transit cars have a nominal life of approximately

18 250,000 miles due to normal wear and tear in common

19 day-to-day operations.

20 On July 31st, a Request for Bids was sent to

21 eleven (11) suppliers potentially capable of providing

22 this material. We also advertised on our DRPA website

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 15

1 from July 31st to September 23rd. Bids were opened on

2 September 23rd. Five responses were received,

3 including three no-bids. A low bid was submitted by

4 TSS in the total amount of $420,800, or $1,050 per

5 wheel.

6 The last procurement we had on transit car

7 wheels was approved under Board Resolution PATCO-12-

8 003, and the unit price at that time was $1,137 per

9 wheel. So, at this time we are recommending that a

10 contract be negotiated for the purchase and delivery

11 of 400 transit car wheels with TSS in the amount of

12 $420,800.

13 CHAIRMAN FRATTALI: Any questions? Seeing

14 none, I need a motion to accept.

15 VICE CHAIRMAN HEPKINS: So moved.

16 CHAIRMAN FRATTALI: Second?

17 COMMISSIONER SWEENEY: Second.

18 CHAIRMAN FRATTALI: All in favor?

19 ALL: Aye.

20 CHAIRMAN FRATTALI: Any opposed? The ayes

21 have it.

22 The third item is the procurement and delivery

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 16

1 of 80 machined axles. John, again.

2 MR. RINK: Thank you, Mr. Chairman,

3 Commissioners.

4 As I just mentioned with the transit car

5 trucks, another portion of that work is the

6 procurement and delivery of 80 machined axles. So,

7 it's the same thing, we procure these parts, put them

8 into inventory, and withdraw once we go to rebuild a

9 car truck.

10 For this contract, we're seeking authorization

11 to negotiate a contract with UTC/RAS for the

12 procurement and delivery of 80 machined axles. The

13 total amount would be $169,262.40.

14 On July 21st, we sent out bids to twelve (12)

15 suppliers potentially capable of providing this

16 material. Procurement was also publicly advertised on

17 our website from July 31st to September 22nd. Seven

18 responses were received, including one no-bid.

19 The low bid was submitted by UTC/RAS in a

20 total amount of $169,262.40, or $2,115.78 per unit.

21 The last procurement of 80 axles was approved under

22 Board Resolution PATCO-14-024, and at that time, we

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 17

1 paid a unit price of $2,266 per axle.

2 So, both of these projects came from what we

3 had originally bid back in 2014 and 2012. We

4 recommend a contract be negotiated for procurement and

5 delivery of the 80 machined axles with UTC/RAS in the

6 total amount of $169,262.40.

7 CHAIRMAN FRATTALI: Any questions? Seeing

8 none, I need a motion to accept.

9 COMMISSIONER DiANTONIO: So moved.

10 CHAIRMAN FRATTALI: Second?

11 COMMISSIONER SWEENEY: Second.

12 CHAIRMAN FRATTALI: All in favor?

13 ALL: Aye.

14 CHAIRMAN FRATTALI: Any opposed? The ayes

15 have it.

16 I want to note for the record the attendance

17 of Board Chairman Boyer.

18 The fourth item is 2016 charity event

19 bridge/ramp closures at the Ben Franklin, Commodore

20 Barry, and Betsy Ross Bridges. Ms. Bradford?

21 MS. BRADFORD: Good morning. For the past

22 several years, actually going on decades, there have

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 18

1 been five events in which the DRPA closes the bridge

2 roadways or the ramps. Three of the events have been

3 on the Ben Franklin Bridge: the American Cancer

4 Society; Shore-to-Shore; and Larc School for Persons

5 with Disabilities. Also, one closure at the Commodore

6 Barry Bridge for the Police Unity Tour and one closure

7 of the Betsy Ross Bridge ramp in support of a Memorial

8 Day parade in Bridesburg.

9 None of these events exceed two hours. The

10 three events on the Ben Franklin Bridge are held early

11 on a Sunday morning when traffic volume is at a low.

12 The organizations running the events provide insurance

13 indemnification. We work with state DOT and local

14 municipalities to close the bridge and associated

15 ramps and to coordinate the variable message signs so

16 the public is made aware in advance. DRPA Corporate

17 Communications also provides media releases related to

18 the event

19 This request for the year 2016 is for five

20 events.. For each, there will need to be

21 participation on the part of Bridge Operations and

22 Public Safety. The costs are in the Summary Statement

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 19

1 and Resolution; generally, the total operational costs

2 of personnel and overtime, is $17,200 for all of the

3 events combined.

4 CHAIRMAN FRATTALI: You said $17,200?

5 MS. BRADFORD: $17,200, correct. And I would

6 just say that we conduct an analysis after the events

7 are held to determine the actual cost and they have

8 been within the estimates that are broken down in the

9 Summary Statement; so, we're within that total.

10 CHAIRMAN FRATTALI: Thanks, Val. All right, I

11 need a motion to accept.

12 COMMISSIONER SWEENEY: Move the motion.

13 COMMISSIONER FENTRESS: Second.

14 CHAIRMAN FRATTALI: I have a motion and

15 second. All in favor?

16 ALL: Aye.

17 CHAIRMAN FRATTALI: Any opposed? The ayes

18 have it.

19 The fifth item is the 205 Race Street

20 Temporary Aerial Right-of-Entry License and

21 Indemnification Agreement and related agreements with

22 Jeffrey Brown Associates.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 20

1 It's the job on Race Street, Ryan; you know,

2 the crane?

3 BOARD CHAIRMAN BOYER: The crane, yes.

4 MR. MOSBACK: Good morning, Mr. Chairman, and

5 Commissioners. Staff is seeking authorization to

6 negotiate appropriate property access agreements,

7 including an aerial right-of-entry license and

8 indemnification agreement, with developer Jeffrey M.

9 Brown Associates, LLC, to permit access to DRPA air

10 space and property above and adjacent to the Ben

11 Franklin Bridge. They're carrying out construction of

12 a mixed-use apartment complex at the corner of Second

13 and Race Streets in Philadelphia.

14 Any agreements that we negotiate will require

15 that the developer be fully responsible for all

16 construction activities, for all costs, and for the

17 protection of DRPA facilities in connection with the

18 construction of the project.

19 Additionally, any agreements will provide for

20 reimbursement of DRPA’s costs in connection with any

21 inspection, ongoing routine inspections, other field-

22 related activities, or monitoring for compliance with

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 21

1 safety and other specifications. Any costs to PATCO

2 will also have to be reimbursed. I think

3 it's also important to note that DRPA's involvement in

4 this project is limited to the permitting process. We

5 were contacted by the developer, who was seeking

6 access to the air rights above the bridge. Our only

7 involvement is as a bi-state agency granting that

8 permission. We're not involved in the actual project

9 or development and have not contributed any funds to

10 the project.

11 Staff is currently reviewing plans submitted

12 by the contractor, and we would like permission to

13 move forward with the negotiations to reach

14 appropriate agreements with the developer.

15 MR. SANTARELLI: The motion would be to move

16 this resolution forward to the Board.

17 CHAIRMAN FRATTALI: I heard a motion. Do I

18 have a motion?

19 COMMISSIONER SWEENEY: So moved.

20 CHAIRMAN FRATTALI: Second?

21 COMMISSIONER FENTRESS: Second.

22 CHAIRMAN FRATTALI: All in favor?

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 22

1 ALL: Aye.

2 CHAIRMAN FRATTALI: Any opposed? The ayes

3 have it.

4 All right, we have five items for general

5 discussion. The first item is a change order for

6 Contract Number PATCO-21-E, the PATCO Track

7 Rehabilitation Project across the Ben Franklin Bridge.

8 Mike?

9 MR. VENUTO: Thank you, Mr. Chairman. We have

10 two change orders, neither of which add additional

11 costs to the contract. The first one is on Contract

12 21-E, the Ben Franklin Bridge PATCO Track

13 Rehabilitation Project. The change order consists of

14 modifications to one contract item and one new

15 contract item deemed necessary to complete the work.

16 The net change to the contract value is zero.

17 Referring to Birch Street, item number one --

18 for $109,350 -- is a Birch substation insulator

19 cleaning. When we went to re-energize them, we

20 observed that the existing high voltage insulators in

21 the rooms were covered with paint chips, debris, and

22 dust that had collected over the years. We confirmed

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 23

1 that the dust and debris did contain amounts of lead

2 contaminants and had to be remediated prior to the

3 power being turned on. So the contractor had to bring

4 in a third-party licensed lead remediation contractor

5 to remediate the area. Again, this was some expedited

6 work prior to the Papal visit, and we wanted to get

7 the backup power on. So that cost was $109,350.

8 As to why it's a net cost of zero, we had an

9 existing contract item that included incentive

10 payments for early completion of those track outages.

11 We didn't need to utilize that funding on this

12 project, so we're going to deduct it out of that

13 value, so it's a net cost of zero.

14 CHAIRMAN FRATTALI: Any questions? Okay.

15 MR. VENUTO: The next item is the Walt Whitman

16 Bridge Priority Structural Repairs. If you recall, we

17 did some priority repairs on the gusset plates at the

18 beginning of -- I believe we approved it in December

19 of last year, and we did that work through the winter.

20 At the time, we were doing it on a time and

21 materials basis, since they were moving those

22 platforms from gusset plate to gusset plate, and each

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 24

1 work was a little bit unique. O&M and the Board had

2 approved $2.7 million for the priority gusset plate

3 repairs. But, again, we had a construction monitor

4 out there monitoring every hour we paid, per

5 equipment, on a time and materials basis.

6 The ultimate cost to do that came in at

7 $2,143,004. This is a final change order closing out

8 that project, with a net savings of $556,996. That's

9 a credit change order of over a half a million dollars

10 on that project.

11 That contractor and those repairs were done

12 very well and very expeditiously. Both the contractor

13 and the construction monitor deserve a lot of credit,

14 as well as our engineer, Vijay Pandya, who really

15 stayed on top of that. So that work is done, and that

16 change order closes out the project.

17 COMMISSIONER SWEENEY: That's American Bridge?

18 MR. VENUTO: It was American Bridge, yes.

19 COMMISSIONER SWEENEY: It made a lot of sense

20 to keep them there while you were doing it, instead of

21 waiting.

22 MR. VENUTO: We benefited two ways there.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 25

1 One, we got the job done much sooner. Two, we didn't

2 pay extra with mobilization. And, three, they were

3 right there already mobilized, and it really was a

4 benefit for us.

5 COMMISSIONER SWEENEY: And they did the work.

6 They did the work before.

7 MR. VENUTO: Yes.

8 COMMISSIONER SWEENEY: That's what they were

9 doing.

10 MR. AULETTO: And did a lot of the work going

11 into the cold season.

12 COMMISSIONER SWEENEY: Yes.

13 MR. VENUTO: It was a tough winter and --

14 COMMISSIONER SWEENEY: Yeah, they hung in

15 there.

16 MR. VENUTO: We did good.

17 CHAIRMAN FRATTALI: All right, the second item

18 is the Customer Outreach for Capital Projects. Mike?

19 MR. VENUTO: What I'd like to do is just take

20 a couple of minutes. What John is handing out for me

21 is a little presentation for the O&M Committee. As we

22 know, this committee approves a number of major,

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 26

1 ongoing capital projects throughout the year. Some

2 take months, some take years. At this time, we're

3 doing a number of large projects, so Kyle and I got

4 together and we talked about it. We are already doing

5 customer outreach on a number of the projects -- the

6 21-E was a big customer outreach project. But, we have

7 a number of other projects that we're looking at.

8 So Kyle and I got together, and we thought it would

9 be a good idea to recap the current big projects with

10 the O&M Committee. We have a lot of other ones aside

11 from these (referring to the presentation handout),

12 but these are the ones that require some customer

13 outreach. I'll talk a little bit about the project

14 itself and then Kyle will talk a little about the

15 customer outreach that he's doing with press releases

16 and things to make sure we're getting the word out

17 there about what we're doing. So if I could, I'll

18 just go through the projects individually.

19 The first page lists the ongoing major capital

20 projects. We're working on the Betsy Ross Bridge

21 Resurfacing Project and the Track Rehabilitation

22 Project for the Ben Franklin Bridge.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 27

1 They're getting started in the next couple of

2 weeks on the De-leading and Painting Project on the

3 Walt Whitman Bridge. Also, we'll be mobilized shortly

4 on the Toll Plaza Substructure and Paving

5 Rehabilitation Project at the Walt Whitman.

6 We are well into Phase 1 of the De-leading and

7 Painting Project at the Commodore Barry Bridge, and

8 we'll be putting Phase 2 out to bid very shortly. And

9 then, we're getting started on the PATCO Track

10 Rehabilitation on the Viaduct at Westmont Project.

11 On the next page, the Resurfacing Approach and

12 Rehabilitation Project is an $18 million project.

13 It's a concrete bridge. Basically, we milled off the

14 asphalt, we're doing the concrete bridge deck repairs,

15 and we're replacing bridge joints, and then we'll

16 repave it. It's work on both the New Jersey and the

17 PA side. We have I.W. Construction doing the

18 construction work, and J.M.T. doing the onsite,

19 full-time inspection.

20 MR. ANDERSON: Thanks, Mike. Good morning.

21 In support of these projects that Mike is discussing,

22 which we have determined are going to have some pretty

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 28

1 significant community impact, we have developed a

2 strategy that includes press releases, outreach to

3 local government officials, neighborhood advisories,

4 and the standard on outreach mechanisms that we would

5 use. But I think the key part of this is to define

6 and to move forward with three key elements of our

7 messaging.

8 The first is early and aggressive outreach.

9 We want to establish expectations and make sure that

10 we're in front of the messaging in these affected

11 communities. That includes media outreach and other

12 mechanisms we've discussed. It also includes offering

13 continuous updates and making sure the community is

14 aware of the progress of these projects so they can

15 actually see the movement forward. That would include

16 status boards on our websites and specific webpages

17 for each of the projects that can help the community

18 track where these projects are.

19 And then, we would also establish a strategy

20 with focused message points, which are the importance

21 of safety and that these are necessary projects that

22 have to be completed. We would emphasize that it is a

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 29

1 proactive versus an emergency basis; it's a lot easier

2 and less expensive to do it in a proactive manner than

3 to have to do these on an emergency basis.

4 And then, also, emphasize that the project is

5 consistent with our stewardship of public assets.

6 That's really the core of what each of our outreach

7 efforts for each of these projects will include. Some

8 will have greater impact in these communities than

9 others, and some will have to be more aggressive.

10 MR. VENUTO: The next page is the Walt Whitman

11 Bridge De-leading and Painting of the Suspension Span

12 and Towers Project. We're going to be removing the

13 existing lead-based paint. We're going to put an

14 application of a three-coat corrosive protective paint

15 system. Basically, it's an organic zinc primer, an

16 epoxy intermediate coat, and a urethane finish coat.

17 We're doing the suspension span steel, the interior

18 and exterior of the towers, the structural steel

19 supporting the deck inside the anchorages, and also

20 the cable.

21 We're going to see in a couple of weeks the

22 construction of the containment around those towers,

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 30

1 which is going to be an engineering feat in itself,

2 and it will be interesting to see. So that project

3 will be getting started soon.

4 We'll also be doing any miscellaneous

5 structural repairs, as necessary. For instance, things

6 that we didn't get to with the gusset plates emergency

7 and a couple of other structural repairs we're going

8 to do while we have access. When we have the

9 platforms and things to paint, it's a good time to get

10 access to some of the structural repairs.

11 COMMISSIONER DiANTONIO: Is that done with all

12 the scaffolding and so forth?

13 MR. VENUTO: Yes.

14 MR. ANDERSON: On this project, we've

15 determined there is going to be minimal community

16 impact, so we'll do press releases, media updates, and

17 regular updates to the community and the affected

18 area, but we won't have to be as aggressive because we

19 don't anticipate this having significant community

20 impact.

21 MR. VENUTO: The next one is the Walt Whitman

22 Bridge Toll Plaza Substructure Paving and

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 31

1 Rehabilitation Project. This is for repairs to the

2 concrete islands around the toll plaza, repairs to the

3 underground stairwell and tunnels beneath the toll

4 plaza, and milling and paving of some miscellaneous

5 ramps, the approach ramps in both New Jersey and

6 Pennsylvania. We have a $6.2 million contract with

7 South State and we have a contract with Maser

8 Consulting to do the C&M work out there.

9 MR. ANDERSON: Because this will involve

10 impact on the community -- noise, and other

11 potentially disruptive measures -- we will be reaching

12 out more aggressively to community stakeholders and

13 government stakeholders to make sure that they're

14 aware of the project. We never want folks to be

15 surprised by the activity taking place. We'll be

16 making sure that we give regular updates and status

17 reports to the community so that they're aware of the

18 progress.

19 MR. VENUTO: On the next page, we'll move over

20 to the next job, the Commodore Barry Bridge. We've

21 talked about the de-leading and repainting of that

22 bridge. We're going to be doing it in three phases.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 32

1 We are well into Phase 1 at this point.

2 During Phase 2, which will be bid shortly,

3 we’ll have some lane closures that Kyle will talk

4 about. We're on the New Jersey side in Phase 1. Phase

5 2 will be on the Pennsylvania approach. Again, we'll

6 see a lot of containment going up in that area. Phase

7 2 will be bid the latter part of this year, the

8 beginning of next year. As Phase 1 is kind- of

9 finishing up, we're going to start with the submittals

10 for Phase 2, so the two phases will overlap by a few

11 months so we can have a continuous job throughout.

12 MR. ANDERSON: There have already been a

13 series of community meetings with locally affected

14 organizations. We'll continue those and continue to

15 hold meetings. We have an active and involved

16 community group or a series of community groups there

17 that we'll continue to do outreach with.

18 MR. VENUTO: And then, the last project is the

19 Rehabilitation of Track Structure, the Viaduct at

20 Westmont Project. This will be similar to what we did

21 at the Collingswood viaduct a number of years agowith

22 fasteners, the anchorage system, new rail across the

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 33

1 Westmont viaduct. Basically, we're going to replace

2 or repair the structural integrity of the concrete

3 viaduct and the rail, the direct traffic fixation, and

4 also the underlying concrete deck that the rail sits

5 on.

6 MR. ANDERSON: Again, this is one where there

7 will be significant community impact, so we'll be in

8 the community meeting with residents and making sure

9 that they are getting regular status reports and

10 updates on the progress.

11 CHAIRMAN FRATTALI: Is that it, Mike?

12 MR. VENUTO: That's it.

13 CHAIRMAN FRATTALI: The next item is the Santa

14 Train.

15 MR. RINK: Thank you, Mr. Chairman,

16 Commissioners. Now that the Pope has left, we want to

17 take care of our next prominent visitor come

18 Christmas, and that is Santa. Back in 2012, we

19 started a new initiative with Santa's Silver Sleigh.

20 This would be the fourth year that we'll be running

21 this event.

22 In the past, all of our expenses for the event

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 34

1 were covered by increased ridership and fares. Last

2 year, unfortunately, ridership took a little dive

3 because, because if you recall in 2014, it poured that

4 day, so overall ridership was down.

5 But I can tell you, as one of the Santas on

6 the train watching all those kids come in, our trains

7 were crowded with families enjoying the PATCO Santa

8 Silver Sleigh and basically going into the city to

9 enjoy a day.

10 We provided a handout to our riders. You can

11 see (referring to the handout) in “Sense of Community

12 Service” the opportunities for families and

13 individuals to go into the city and enjoy the

14 Christmas festivities. This handout was done by

15 Mike Williams and Kyle's department.

16 The only change for this year is that the

17 event would be on Saturday, December 5th. We will run

18 the Silver Sleigh three times that day. It's in

19 revenue service. Customers present their tickets and

20 ride the train. We give them specific times that the

21 train will be in the station, so everyone is waiting

22 on the platform for that train to come in.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 35

1 In the past, we've had a few employees provide

2 live music, but those employees have retired and moved

3 on. So the only change and what I wanted to bring to

4 the attention of the committee this year is that we're

5 looking to spend some of our marketing money,

6 approximately $5,000 to maybe $15,000, to hire

7 entertainers for activities and live entertainment for

8 our Silver Sleigh customers. Our customers love the

9 live entertainment. Our employees did it in the past,

10 but unfortunately, they have retired.

11 We just wanted to brief the O&M Committee that

12 that's the next thing, on December 5th, and we're

13 going to spend some of our marketing money, because it

14 is a good marketing effort and a good day and event

15 for families and PATCO.

16 CHAIRMAN FRATTALI: Who is going to be Santa,

17 John?

18 MR. RINK: I'm one of the Santas. We actually

19 have four. There are four of us that participate as

20 Santa that day.

21 CHAIRMAN FRATTALI: Chairman, do you want to

22 get involved with that?

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 36

1 MR. RINK: We'll be happy to have a fifth

2 Santa.

3 BOARD CHAIRMAN BOYER: That won't happen.

4 CHAIRMAN FRATTALI: All right, is that it,

5 John?

6 MR. RINK: You've probably seen the releases

7 that today, at 1 o'clock, over at the 15th/16th Street

8 station, we're holding a press conference with a great

9 partner on a project we just did with Comcast.

10 Today we flipped on the switch for the free

11 Wi-Fi, so Comcast and non-Comcast customers now have

12 the opportunity for free Wi-Fi in our stations.

13 Comcast was out this morning passing out pretzels and

14 water at 15th/16th Street. We got a good response

15 from that.

16 MR. ANDERSON: Carol did an article. That was

17 great. Thank you, Carol.

18 MR. RINK: Yes, thank you. So today,

19 1 o'clock, we'll have a press conference with our

20 great partner in this, Comcast.

21 CHAIRMAN FRATTALI: Okay. The fourth item is

22 the Spending Track. Mike?

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 37

1 MR. VENUTO: Like I talked about in the

2 budget, we track the capital projects on a month-to-

3 month basis and report it here to the O&M Committee.

4 At this point, we're tracking to spend about

5 $53 million through August of this year. We were

6 projected to spend around $78,000. We have a couple

7 of projects that got off to a slower start.

8 But just to add to what I was saying before

9 about how our budget is net of federal funding. So, I

10 may say we spent $53 million to this date, but if you

11 include the federal funds, we've spent $82 million.

12 So, we've spent $30 million on top of the $53 by using

13 federal funds; but when we look at our budget, the

14 budget is net of federal funds. So, we are spending a

15 lot more on projects than what the budget indicates.

16 CHAIRMAN FRATTALI: The last item is an Update

17 on the Title VI, PATCO Customer Survey. Mike?

18 MR. VENUTO: I will present on behalf of Toni

19 Brown today. Toni Brown was unable to be here because

20 she is serving as a panelist at an event titled “Small

21 Business Growth through Innovation.” She apologizes,

22 but I have her presentation.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 38

1 I believe that the Committee and the Board

2 were given a press release back on September 30th

3 about this Title VI Program. Every three years, PATCO

4 is required to collect demographic and other ridership

5 data from our customers in order to continue to

6 receive federal funding.

7 We'll be doing a survey out on the platforms.

8 The survey is being done by our Transit Ambassadors.

9 The survey begins today and will continue through

10 October 29th; all surveying will take place between 6

11 a.m. and 6 p.m.

12 The survey has 26 questions and is titled “It

13 Takes Two.” They came up with the phrase “It Takes

14 Two” because it takes two people and generally two

15 minutes to complete the survey. During the campaign,

16 they put “It Takes Two” posters throughout our

17 facilities and we put “It Takes Two” seat drops on the

18 trains to let people know that this is what's coming.

19 Once we get all the data from the surveys,

20 we'll summarize the data in our Title VI program

21 submission, which goes to the FTA. We'll be keeping

22 the Committee and the full Board posted along the way

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 39

1 as the PATCO customer survey continues throughout the

2 month.

3 Staff will present a full draft of the Title

4 VI program document to the Board for approval at the

5 February of 2016 board meeting. The document will

6 contain the analysis of the survey answers. The full

7 Title VI document is not due to the FTA until April 1,

8 2016. Toni and the team feel that by getting it to the

9 Board in February, we'll be in a position to have it

10 ready in plenty of time for the April deadline.

11 I will add one more thing: Carol has written

12 an article, so if you saw Ann come up and sneak me

13 some articles, we already have one article out today

14 about this effort.

15 MR. RINK: Real quick, I just want to add that

16 today was the first day of the survey at Westmont

17 Station and we have reports that we got a tremendous

18 response from our customers. A lot of them took the

19 time to fill out the survey, so that's a great start.

20 The survey is on a computer tablet; the Transit

21 Ambassadors put the tablet in front of the customers,

22 and they quickly go through the questions. That's why

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 40

1 it only takes two minutes.

2 BOARD CHAIRMAN BOYER: John, I'm interested to

3 know, since we have Wi-Fi now, could we have created

4 an app and let them do the survey on the app? But we

5 could do it, too, the next time we have to do the

6 survey. Maybe that's something we could do.

7 MR. RINK: We actually partnered with DVRPC.

8 They are the ones that generated this survey for us.

9 But now it is something we could do and use next time.

10 CHAIRMAN FRATTALI: Any other questions? If

11 not, I need a motion to adjourn.

12 COMMISSIONER DiANTONIO: So moved.

13 CHAIRMAN FRATTALI: Second?

14 VICE CHAIRMAN HEPKINS: Second.

15 CHAIRMAN FRATTALI: All in favor?

16 ALL: Aye.

17 CHAIRMAN FRATTALI: We're adjourned.

18 (Whereupon, the Operations & Maintenance

19 Committee Meeting ended at 10:15 a.m.)

20

21

22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 41

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Delaware River Port Authority

4 Operations & Maintenance Committee on October 6, 2015,

5 were held as herein appears, and that this is the

6 original transcript thereof for the file of the

7 Authority.

8

9

10 ______11 Tom Bowman, Reporter FREE STATE REPORTING, INC. 12

13

14

15

16

17

18

19

20

21

22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 SUMMARY STATEMENT

ITEM NO.: DRPA-15-118 SUBJECT: 2016 Charity Event Bridge/Ramp Closures at BFB, CBB & BRB

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: October 6, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board authorizes staff to provide labor support for five (5) annual charity events during the period of January, 2016 through December, 2016 that involve bridge roadway or ramp closures at three of our four bridges: three (3) events at the Benjamin Franklin Bridge, one (1) event at the Commodore Barry Bridge and one (1) event at the Betsy Ross Bridge.

PURPOSE: To allow DRPA to provide Construction & Maintenance support for sign placement, lane closures, and traffic control; Public Safety support; and Information Services (IS) support, as needed, for the events.

BACKGROUND: Over the past several years, DRPA has permitted bridge roadway and/ or ramp closures, generally during off-peak periods of lower traffic volume (such as early weekend or holiday mornings) for charity-related events. Coordination with local and state police and transportation agencies, as well as extensive public notice, helps ensure safe, efficient bridge closures that minimize the impact on the traveling public.

There are three (3) Sunday events that close the Ben Franklin Bridge for periods of up to two (2) hours on designated Sundays between 5:30 a.m. and 9:30 a.m. These closures are well-publicized throughout the region on local media, media advisories, DRPA e-alerts, social media, website, and VMS displays. New Jersey and Pennsylvania Departments of Transportation also provide support by posting closure alerts on VMS boards on roads approaching the BFB for several days prior to the closures.

Due to this advanced notice, it is anticipated that drivers will either divert to another DRPA bridge during the closure hours, or advance or delay their departure times in consideration of these closures. SUMMARY STATEMENT -2- 2016 Charity Event Bridge/Ramp O&M 10/6/2015 Closures at BFB, CBB & BRB__

Below is a listing of dates, descriptions, approximate closure duration and approximate labor costs to DRPA for each of the five (5) charity event-related bridge or ramp closures during the period of January, 2016 through December, 2016.

Tuesday, May 10, 2016 – Police Unity Tour at CBB. The primary purpose of the Police Unity Tour is to raise awareness of and to honor law enforcement officers who have died in the line of duty. An additional goal is to raise funds for the National Law Enforcement officers Memorial and Museum. For several years, the Commodore Barry Bridge has been closed for approximately 20 minutes in the westbound direction to accommodate the arrival of participating bicyclists. The group bikes from North Jersey to the National Law Enforcement Officer’s Memorial in Washington, DC.

2016 Estimated Costs: Bridge Operations Support $0 Public Safety Support $0 Impact on DRPA toll revenue $0

Total Cost $0

Monday, May 30, 2016 – United Veterans of Bridesburg Parade at BRB. This parade honors veterans and military personnel on Memorial Day. Since 1989, the DRPA has accommodated the United Veterans of Bridesburg Parade by closing the Betsy Ross Bridge’s Richmond Street exit ramp during this event which takes place from approximately 8:30 am to 12:30 pm. The bridge roadway remains open. Only the Richmond Street ramp is closed.

2016 Estimated Costs: Bridge Operations Support $800 Public Safety Support $0 Impact on DRPA toll revenue $0

Total Cost $800

Sunday, June 12, 2016 – American Cancer Society Annual Bike-A- Thon at the BFB. For more than 40 years, the DRPA has allowed use of the Ben Franklin Bridge roadway to accommodate this bike ride from Philadelphia to Hammonton, New Jersey. The Bike-A-thon raises funds for cancer research, and provides special services to cancer patients. For this event, the DRPA has allowed closure of the roadway in both directions for approximately two (2) hours. SUMMARY STATEMENT -3- 2016 Charity Event Bridge/Ramp O&M 10/6/2015 Closures at BFB, CBB & BRB__

2016 Estimated Costs: Bridge Operations Support $3200 Public Safety Support $1700 IS Tech Support $ 500 Impact on DRPA toll revenue $ 0

Total Cost $5400

Sunday, July 17, 2016 – Irish Pub Foundation Tour De Shore. For over 20years, the Tour de Shore has crossed the Ben Franklin Bridge for this charity event that begins in Philadelphia and ends in Atlantic City. Proceeds benefit law enforcement charities and surviving family of police and firefighters throughout the region. For this event, the DRPA has allowed closure of the roadway in both directions for approximately two (20 hours.

2016 Estimated Costs: Bridge Operations Support $3200 Public Safety Support $1700 IT Tech Support $ 500 Impact on DRPA toll revenue $ 0

Total Cost $5400

Sunday, November 6, 2016 – Ben Franklin Bridge Run for LARC School. For more than ten (10) years, the DRPA has hosted the Run the Bridge race on the Ben Franklin Bridge. This event which is a premier 10K run in the region, supports the LARC School in Bellmawr, New Jersey, which serves students with a wide range of moderate to severe disabilities. For this event, DRPA has allowed closure of the roadway in both directions for approximately two (2) hours.

2016 Estimated Costs: Bridge Operations Support $3400 Public Safety Support $1700 IS Tech Support $ 500 Impact on DRPA toll revenue $ 0

Total Cost $5600 SUMMARY STATEMENT -4- 2016 Charity Event Bridge/Ramp O&M 10/6/2015 Closures at BFB, CBB & BRB__

SUMMARY: Amount: $17,200 Source of Funds: Operating Budget Capital Project #: N/A Operating Budget: $17,200 Master Plan Status: N/A Other Funds Source: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-15-118 Operations & Maintenance Committee: October 6, 2015 Board Date: October 21, 2015 2016 Charity Event Bridge/Ramp Closures at BFB, CBB & BRB

RESOLUTION

RESOLVED: That the Board hereby authorizes DRPA to provide labor support for five (5) 2016 annual charity events during the period of January, 2016 through December, 2016 involving bridge roadway or ramp closures, three (3) at the Benjamin Franklin Bridge, one (1) at the Commodore Barry Bridge and one (1) at the Betsy Ross Bridge, Richmond Street ramp.

SUMMARY: Amount $17,200 Source of Funds: Operating Budget Capital Project #: N/A Operating Budget: $17,200 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties: N/A SUMMARY STATEMENT

ITEM NO.: DRPA-15-119 SUBJECT: Temporary Aerial Right of Entry License and Indemnification Agreement and Related Agreements with Jeffrey M. Brown Associates, LLC Above and Adjacent to the Ben Franklin Bridge

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: October 6, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board authorizes staff to negotiate and enter into appropriate property access agreements, including a Temporary Aerial Right of Entry License and Indemnification agreement and any other related agreements permitting developer, Jeffrey M. Brown Associates, LLC, and its contractors, consultants, agents, employees and other representatives (collectively the “Developer”), to access DRPA air space and property above and adjacent to the Ben Franklin Bridge in carrying out the construction of a mixed-use apartment complex at the corner of 2nd and Race Streets in Philadelphia (“205 Race Street Project”). Such agreements will confirm that the Developer is fully responsible for all construction activities and for the protection of DRPA facilities in connection with construction of the 205 Race Street Project. Additionally, such agreements will provide for the reimbursement of DRPA costs in connection with any inspection, staff support or other related field activities, as well as the monitoring of the Developer’s compliance with the safety plans and other specifications by DRPA staff or agents.

Prior to the commencement of any work under the Temporary Aerial Right of Entry License and Indemnification Agreement, or other related agreements, the Developer shall provide the necessary indemnification and evidence of insurance coverage to afford the DRPA the full protection arising out of all suits and claims for damages or loss or injury to person or property arising out of, or in any way connected with, the Temporary Aerial Right of Entry License and Indemnification Agreement or other related agreements or that may be sustained as a result or consequence therefor.

PURPOSE: To provide property access to Jeffrey M. Brown Associates, LLC via a Temporary Aerial Right of Entry License and Indemnification Agreement and other related agreements in connection with the development and construction of the 205 Race Street Project. SUMARY STATEMENT Temporary Aerial Right of Entry License O&M 10/6/15 and Indemnification Agreement and Related Agreements with Jeffrey M. Brown Associates, LLC Above and Adjacent to the Ben Franklin Bridge

BACKGROUND: DRPA is the owner and operator of the Ben Franklin Bridge (“BFB”), a suspension bridge across the Delaware River connecting Philadelphia and Camden which was dedicated as part of the 1926 Sesquicentennial Exposition celebrating the 150th anniversary of the signing of the Declaration of Independence and which, from 1926 to 1929 held the record of the longest single span of any suspension bridge in the world, as well as certain of its appurtenant roadways, ramps and structures. The Developer has over 40 years of construction management experience on a wide variety of retail, commercial, industrial, hotel, housing, office, medical, garage and institutional facilities.

The Developer plans to construct a mixed-use apartment complex at the corner of 2nd and Race Streets in Philadelphia (“205 Race Street Project”). According to the site plan, the building will be 51 feet tall along Race Street and rise to 197 feet along 2nd Street. In connection with this Project, the Developer approached the DRPA in early June with a request regarding the use and operation of a tower crane adjacent to and above the Ben Franklin Bridge in Philadelphia (the Developer requested to encroach DRPA airspace with the crane). The developers provided a set of drawings showing that the crane will tower 150’ above the surface of the Bridge and that the arm of the crane will be able to swing over and above Florist Street and approximately 40’ of the Bridge. In other words, the crane arm would be able to swing over the south PATCO tracks and two eastbound traffic lanes. This request initially raised a number of safety, security and liability concerns from various departments, including PATCO, Risk Management and Engineering.

Due to the importance of the development Project to the City of Philadelphia, however, DRPA staff opted to work with the Developer in an effort to address some of the initial concerns. To this end, DRPA staff has met with the Developer and its contractors and, in late August, the Developer submitted additional detailed plans regarding the erection and operation of the crane, as well as various safety and site plans. DRPA staff has now reviewed the Developer’s various submissions and, following consultation with the Board of Commissioners, recommend that the Developer’s crane request (to encroach DRPA airspace above the BFB) be granted – provided that prior to the commencement of any such work above or adjacent to the SUMARY STATEMENT Temporary Aerial Right of Entry License O&M 10/6/15 and Indemnification Agreement and Related Agreements with Jeffrey M. Brown Associates, LLC Above and Adjacent to the Ben Franklin Bridge

BFB, the Developer shall execute a Temporary Aerial Right of Entry License and Indemnification Agreement, and/or other related agreements, and provide the necessary indemnification and evidence of insurance coverage to afford the DRPA the full protection arising out of all suits and claims for damages or loss or injury to person or property arising out of, or in any way connected with, any such agreements or that may be sustained as a result or consequence therefrom. Additionally, to the extent that the DRPA incurs any costs in connection with the review or inspection of the Developer’s plans or field activities (including erection and/or operation of the crane), staff shall require that any agreements with the Developer also provide for the reimbursement of any DRPA costs associated with the Project.

SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 2 years from Execution of Property Access Agreements with Options to Renew. Other Parties Involved: N/A DRPA-15-119 Operations and Maintenance Committee: October 6, 2015 Board Date: October 21, 2015

Temporary Aerial Right of Entry License and Indemnification Agreement and Related Agreements with Jeffrey M. Brown Associates, LLC Above and Adjacent to the Ben Franklin Bridge

RESOLUTION

RESOLVED: That the Board of Commissioners authorize staff to negotiate and enter into appropriate property access agreements, including a Temporary Aerial Right of Entry License and Indemnification agreement and any other related agreements permitting developer, Jeffrey M. Brown Associates, LLC, and its contractors, consultants, agents, employees and other representatives (collectively the “Developer”), to access DRPA air space and property above and adjacent to the Ben Franklin Bridge in carrying out the construction of a mixed-use apartment complex at the corner of 2nd and Race Streets in Philadelphia (“205 Race Street Project”). Such agreements will confirm that the Developer is fully responsible for all construction activities and for the protection of DRPA facilities in connection with construction of the 205 Race Street Project. Additionally, such agreements will provide for the reimbursement of DRPA costs in connection with any inspection, staff support or other related field activities, as well as the monitoring of the Developer’s compliance with the safety plans and other specifications by DRPA staff or agents; and be it further

RESOLVED: That the Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive officer. If both the Chairman and Vice Chairman are absent or unavailable and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA. SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 2 years from Execution of Property Access Agreements with Options to Renew. Other Parties Involved: N/A

FINANCE 1 DELAWARE RIVER PORT AUTHORITY

2 Finance Committee Meeting

3

4 One Port Center 2 Riverside Drive 5 Camden, New Jersey

6 Wednesday, October 14, 2015

7 Committee Members:

8 Ryan Boyer, DRPA/PATCO Board Chairman Jeffrey Nash, Finance Committee Chairman 9 John Lisko, Esq., Chief of Staff, PA Treasury (for Timothy Reese, Finance Committee Vice Chairman and 10 PA State Treasurer) Frank DiAntonio 11 Charles Fentress Rohan Hepkins 12 Ricardo Taylor

13 Others Present:

14 Tyler Yingling, Assistant Counsel, New Jersey Governor's Authorities Unit 15 David Dix, Assistant to Chairman Boyer (via telephone)

16 DRPA/PATCO Staff:

17 John Hanson, Chief Executive Officer Raymond J. Santarelli, General Counsel & Corporate 18 Secretary Kristen K. Mayock, Deputy General Counsel 19 Michael Venuto, Chief Engineer Stephen Holden, Deputy General Counsel 20 James White, Chief Financial Officer Kyle Anderson, Director of Corporate Communications 21 Kathleen P. Vandy, Assistant General Counsel Toni Brown, Chief Administrative Officer 22 David Gentile, Inspector General John Rink, General Manager, PATCO Kevin LaMarca, Director, Information Services

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 2

1 Jack Stief, Chief, Public Safety

2 Bennett Cornelius, Assistant General Manager, PATCO Elizabeth McGee, Acting Records Manager 3 Patricia Griffey, Manager, Revenue Audit (via telephone) 4

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 3

1 INDEX

2 Page

3 Roll Call 5

4 Financial Update 6

5 Authorization for DRPA to Participate in NJ E-ZPass Customer Service Center Services Contract between 6 NJ ETC and Xerox State & Local Solutions, Inc. 12

7 Camera & Call Maintenance Agreement (Board rescission of its approval of SS&R-15-103 and 8 authorize staff to negotiate a one (1) year contract with Pelco) 16 9 LexisNexis 18 10 Group Life, AD&D, and Disability Coverage 2016-2017 11 (DRPA & PATCO) 20

12 Renewal of DRPA Commercial General Liability Policy 20 13 Renewal of DRPA/PATCO Commercial Automobile 14 Liability Policy 22

15 Renewal of DRPA Excess Workers' Compensation & Employer's Liability Policy 23 16 Renewal of DRPA/PATCO Commercial Umbrella Liability 17 Policy 24

18 Renewal of DRPA/PATCO Crime Policy 25

19 Renewal of DRPA Claims Made Excess Liability Insurance Policy 26 20 Renewal of PATCO Excess Workers' Compensation & 21 Employer's Liability Insurance 26

22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 4

1 INDEX (Continued)

2 Page

3 Renewal of the PATCO Rolling Stock Property Coverage for Rehabilitated Passenger Trains 30 4 Executive Session 47 5 Adjournment 50 6

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 5

1 PROCEEDINGS

2 (9:07 a.m.)

3 CHAIRMAN NASH: I'm going to call to order the

4 meeting of the Finance Committee on October the 14th,

5 2015, at 9:06 a.m. Would you please call the roll?

6 MR. SANTARELLI: Thank you, Mr. Chairman.

7 Chairman Nash.

8 CHAIRMAN NASH: Here.

9 MR. SANTARELLI: Commissioner Lisko?

10 COMMISSIONER LISKO: Present.

11 MR. SANTARELLI: Commissioner Hepkins?

12 COMMISSIONER HEPKINS: Present.

13 MR. SANTARELLI: Commissioner DiAntonio?

14 COMMISSIONER DiANTONIO: Present.

15 MR. SANTARELLI: Commissioner Taylor?

16 COMMISSIONER TAYLOR: Present.

17 MR. SANTARELLI: And Commissioner Fentress?

18 COMMISSIONER FENTRESS: Here.

19 MR. SANTARELLI: You have a quorum.

20 CHAIRMAN NASH: Thank you very much.

21 MR. SANTARELLI: Is anyone else on the line?

22 MR. DIX: David Dix on the line. Chairman

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 6

1 Boyer will be joining shortly.

2 BOARD CHAIRMAN BOYER: Ryan Boyer is here.

3 MR. SANTARELLI: Thank you, Mr. Chairman.

4 CHAIRMAN NASH: Good morning, Chairman.

5 BOARD CHAIRMAN BOYER: Good morning.

6 CHAIRMAN NASH: My apologies for being late.

7 The first item on the agenda is the Financial Update.

8 Mr. White?

9 MR. WHITE: Thank you, Mr. Chair. Good

10 morning, Commissioners.

11 There are a couple of things I'd like to cover

12 this morning, just as updates. The first that the

13 commuter discount programming is in progress, and our

14 implementation date is December the 1st. With the

15 veto period now past, we will start working on the E-

16 ZPass delay of transactions, which was passed last

17 month. Again, we believe that there will be hundreds

18 of thousands of dollars in reclassification of

19 revenues as a result of that initiative. That will

20 take a couple of months from a programming

21 perspective.

22 Also, we started our operating budget hearings

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 7

1 yesterday. We still have some significant work in

2 terms of going over both PATCO and DRPA budgets. The

3 time frame for presentation to the Finance Committee

4 will be November, with passage in December, as

5 required under our bond indentures.

6 The capital budget is going well. Mike Venuto

7 and his team have really pulled together the capital

8 budget very, very quickly. There is a possibility

9 that we may look to present that at the Finance

10 Committee next month, perhaps with a joint session

11 with O&M. The reason for accelerating the capital

12 budget this year, as opposed to normal years where we

13 do it in December, is to give us a head start on some

14 of the procurement necessary, particularly vehicles,

15 etc. By getting some of those procurements out early,

16 it puts us in a position to get vehicles in so that we

17 can potentially reduce some of the operating budget

18 related to the purchase of those vehicles. So, again,

19 there is a possibility we may be able to do the

20 capital budget next month.

21 If you'll turn to the Financial Summary, and

22 given our rather aggressive agenda, I just wanted to

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 8

1 call your attention to a couple of things. I did some

2 reformatting of the financial summary to give you a

3 better feel for changes in the year-to-date numbers

4 from the previous report. So, for example, if you'll

5 look at the first two items, DRPA traffic through

6 July 31st is around 725,000 vehicles greater than 2014

7 and 2014 toll revenues are roughly $5.9 million year-

8 to-date greater than last year.

9 And then you'll see a yellow highlighted

10 section that I added: DRPA Traffic Increase/Decrease

11 from the Prior Month and DRPA Revenue Increase/

12 Decrease from the Prior Month. If you look back on the

13 September numbers, you would see the year-to-date

14 numbers were 145,072 less; so, we did see an

15 improvement in the traffic numbers by 145,072 during

16 the month of July; revenue year over year, the

17 increase is $1 million.

18 Going to PATCO ridership, it's through August.

19 It is greater than last year, roughly 43,000 vehicles.

20 I'm sorry, ridership is 43,000 passengers. PATCO net

21 revenue, passenger net revenues are 226,000 greater

22 than 2014. Again, I show you in the yellow

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 9

1 highlighted section the increase from one month to

2 another; it was up 24,000 in terms of ridership, up

3 $71,000 in terms of revenue.

4 Budget versus actual, we are 829,000 greater

5 in the 2015 actual versus the 2015 budget. Remember,

6 again, that we take into consideration three snow

7 days, so there's roughly $3 million, and also the

8 related traffic, that is ahead of budget because we

9 decrement our numbers for those factors.

10 DRPA toll revenues through July 31st, year-to-

11 date, is $8.4 million greater than the budget. Again,

12 in the highlighted section you'll see a slight dip in

13 the traffic in July, but the revenue increase is 1.5

14 million, again more commercial traffic, and that's

15 pushing the numbers up.

16 PATCO ridership is 208,000 under budget. The

17 net passenger revenues are $155,000 under budget

18 year-to-date, and again, some small increases in the

19 ridership and revenue from one month to another. In

20 terms of the budget, we're still doing very well.

21 Surprisingly, we are $7.4 million under, when you

22 include both PATCO and the DRPA. That's driven by a

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 10

1 number of factors. Payroll expenses primarily are a

2 major factor both at the DRPA and PATCO. And,

3 actually, during the month of August, the under budget

4 situation actually increased by $2.2 million.

5 In terms of capital expenditures, roughly

6 $10.1 million. It does not include transfers that we

7 made to Alstom, as that project is funded at this

8 point primarily through federal funding; so that

9 number is not included in here. The Project fund

10 balance is $170 million. The General fund continues

11 to increase. So as we look particularly at the

12 Project fund and the General fund, again, we have

13 sufficient resources to fund our five-year capital

14 plan, and we expect also to be in an excellent

15 position once we see the final numbers for the capital

16 budget, which again we hope to present in November.

17 On the back page, I have trunked some of the

18 dead information, and I just added a section to give

19 you a better sense or better comprehensive sense of

20 what we have done from a financial perspective since

21 2012 to 2014. In 2015, in terms of the initiatives

22 that have been completed -- the swap novation, the

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 11

1 loan guarantee, the reinstitution of the E-ZPass

2 commuter discount, the extension of the LOC with

3 Barclays, and three major projects in progress -- we

4 are beginning to look to restructure or to diversify

5 our LOC portfolio to take advantage of roughly

6 $275 million in three bank maturing LOCs in 2016.

7 There is usually a fairly long lead time, so we need

8 to start that process quickly. And I did mention the

9 capital and operating budget time frames, capital

10 hopefully in November, operating in December.

11 CHAIRMAN NASH: Thank you.

12 MR. HANSON: I just want to say that the

13 report Jim has just given underscores the strong

14 financial performance of DRPA and PATCO. We're well

15 ahead of budget on revenues. We're well under budget

16 in expenses. You're going to see that change a little

17 bit once the Papal visit weekend is incorporated into

18 the figures. We believe that we will still be within

19 the budget, but not exceeding the budget on expenses

20 or even going under the revenue budget, which was

21 something we were afraid of for a while. So we think

22 that we will still actually be within the confines of

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 12

1 the budget -- again, owing to strong financial

2 performance, better than expected traffic on the

3 bridges, and better than last year at the PATCO line,

4 and also, again, diligent work by all the staff in

5 keeping expenses down.

6 CHAIRMAN NASH: Excellent job. Are there any

7 questions or comments? Thank you, Mr. White.

8 MR. WHITE: Thank you.

9 CHAIRMAN NASH: The second item is the

10 authorization for DRPA to participate in New Jersey's

11 E-ZPass Customer Service Center Services Contract with

12 NJ ETC and Xerox State & Local Solutions. Mr. White?

13 MR. WHITE: Okay. Good morning, again,

14 everyone. In July 2004, the DRPA merged its E-ZPass

15 operations and customer service activities with the

16 New Jersey Electronic Toll Collection Group. As a

17 result of that, we achieved -- and for those of you

18 who remember, in 2004, that was a year of beginning

19 our financial restructuring. As a result of that, we

20 saved hundreds of thousands of dollars. Going

21 forward, we have saved millions of dollars as a result

22 of combining with the volumes of the New Jersey

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 13

1 Electronic Toll Collection Group.

2 At the time of the migration, ACS was the

3 operator for both the DRPA's CSC and New Jersey ETC

4 Customer Service Center. Subsequent to this

5 migration, ACS was absorbed by Xerox, and it's now

6 known as Xerox State & Local Solutions. Through an

7 amendment in 2004, the professional services contract

8 between New Jersey ETC and Xerox was amended to permit

9 the DRPA to become a member agency within the NJ ETC.

10 The original contract with NJ ETC was set to expire on

11 July 31, 2010, but through the exercise of various

12 options and extensions, now the expiration date has

13 been moved to January 31, 2017.

14 In January of this year, NJTA -- the New

15 Jersey Turnpike Authority, as the lead agency of NJ

16 ETC, issued a request for a proposal for provision of

17 E-ZPass services, including customer service center,

18 violations, and back office services for the NJ ETC.

19 There were two major respondents who submitted

20 proposals. And after an extensive review period by an

21 evaluation team comprised of representatives from

22 every participating agency, and Patty Griffey, the

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 14

1 Manager of Revenue Audit, our DRPA representative,

2 Xerox was selected to continue as the E-ZPass back

3 office provider for NJ ETC. There were some

4 significant reductions after the issuance of a BAFO,

5 both in terms of Xerox and the other vendor; Xerox

6 made some significant cuts that helped to win the day

7 for that particular firm.

8 As a result, NJTA, as the lead agency,

9 presented for approval, at its September 29, 2015

10 Board meeting, a request to proceed with a contract

11 with Xerox. This will be not an extension per se, but

12 rather a new contract with Xerox which will take

13 effect sometime aroundJanuary 2017, when the existing

14 contract comes into play.

15 So, staff is seeking authorization to

16 participate -- as it says in the summary statement and

17 resolution -- in the New Jersey E-ZPass Customer

18 Service Center Contract between New Jersey ETC Group

19 and Xerox State & Local Solutions. We do anticipate,

20 based on our present situation, that there will be

21 savings to the DRPA. The total cost of the new

22 contract will be $571.2 million for an initial eight-

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 15

1 year term, with additional costs of $55.1 million for

2 an option in Years 9 and 10. The DRPA's share, based

3 on the percentage of E-ZPass transactions as part of

4 the whole, we believe will be approximately $5.7

5 million annually; but, that number could go down based

6 on the allocation share for the DRPA.

7 Again, the Turnpike Authority has approved

8 this contract. They are awaiting approval from all

9 the participating agencies, including South Jersey

10 Transportation Authority, Delaware River and Bay

11 Authority, Delaware River Joint Toll Committee, and

12 the Burlington County Bridge Commission.

13 So, again, authorization is requested to

14 permit the DRPA to participate in this contract and to

15 execute the CSC contract, which was awarded by the New

16 Jersey Turnpike Authority's board on September 29,

17 2015.

18 CHAIRMAN NASH: Are there any questions?

19 Seeing none, I'll take a motion to accept this

20 resolution for the Board meeting of next week.

21 COMMISSIONER FENTRESS: So moved.

22 CHAIRMAN NASH: It's been moved.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 16

1 COMMISSIONER TAYLOR: Second.

2 CHAIRMAN NASH: All those in favor?

3 ALL: Aye.

4 CHAIRMAN NASH: Opposed? All right, that

5 passes.

6 MR. WHITE: Thank you.

7 CHAIRMAN NASH: The next item, the third item,

8 is the Camera and Call Maintenance Technician

9 Agreement. Mr. LaMarca?

10 MR. LaMARCA: Thank you, Mr. Chairman. Good

11 morning, everyone.

12 For this item, we're asking the Board to

13 rescind its approval of Summary Statement and

14 Resolution #15-103 and authorize staff to negotiate a

15 one-year contract with Pelco, Incorporated, of Clovis,

16 , for an amount not to exceed $181,239 for a

17 camera and call box maintenance agreement. This

18 purchase is provided with GSA pricing under GSA

19 Contract DS-07F-9323S.

20 About seven or eight years ago, the Authority

21 made a decision to improve the security of their fixed

22 assets, while at the same time improving the safety of

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 17

1 the traveling public on those assets. To accomplish

2 this, cameras and call boxes were installed. In order

3 to maintain those devices, it is necessary to engage

4 in a program of preventive maintenance for both the

5 hardware and software components of the system.

6 At the August 19, 2015, Board meeting, the

7 Board approved DRPA-15-103 to negotiate a maintenance

8 contract with Schneider Electric. Since then, staff

9 has discovered that Schneider's GSA contract will

10 expire prior to the creation of the contract. Staff

11 has determined that the Authority can utilize another

12 GSA contract belonging to a subsidiary of Schneider,

13 Pelco, Incorporated.

14 The anticipated agreement with Pelco would

15 provide the DRPA with the same comprehensive,

16 consistent hardware and software services that it

17 would have provided by the parent company, Schneider.

18 It will allow us to work with Pelco staff to deliver

19 onsite hardware and software support. With these

20 services, we improve our camera and call box up-time

21 and responsive hardware and software services with

22 24/7 availability. Staff would like approval to

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 18

1 proceed.

2 CHAIRMAN NASH: Is this contract more or less

3 than the prior one we approved?

4 MR. LaMARCA: It's the exact same amount, sir.

5 CHAIRMAN NASH: Okay. Are there any

6 questions? Seeing none, is there a motion to adopt?

7 COMMISSIONER LISKO: So moved.

8 COMMISSIONER TAYLOR: Second.

9 CHAIRMAN NASH: All those in favor?

10 ALL: Aye.

11 CHAIRMAN NASH: Opposed? That will go on this

12 October agenda as well.

13 The fourth item is LexisNexis.

14 Mr. Santarelli?

15 MR. SANTARELLI: Thank you, Mr. Chairman.

16 We are asking the Board to authorize staff to

17 enter into a contract with LexisNexis for the

18 provision of digital legal research services in an

19 amount of $41,724. The purpose of the contract is to

20 ensure that the Legal Department has access to case

21 law statutes, legal treatises, and associated legal

22 research services in order to provide effective legal

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 19

1 representation to the DRPA and PATCO.

2 As everyone may know, LexisNexis is one of the

3 premier providers of computer-assisted legal research,

4 business research, and risk management services. DRPA

5 previously contracted with LexisNexis for provision of

6 a subscription plan providing online legal research

7 materials. The DRPA's most recent contract with

8 LexisNexis expired December 1, 2014, since which time

9 DRPA has contracted for LexisNexis services on a

10 month-to-month basis. LexisNexis did not increase its

11 monthly premium for the DRPA and has agreed to

12 maintain the current rate of $1,159 per month for a 3-

13 year contract.

14 Lexis is one of the two primary, online legal

15 research providers. The other company, Westlaw/

16 Thomson Reuters, was contacted to provide a quote for

17 its legal research subscription service but never

18 responded to our request for a bid. Therefore, we

19 would request that this matter be moved forward to the

20 Board.

21 CHAIRMAN NASH: Any questions? Is there a

22 motion?

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 20

1 COMMISSIONER LISKO: So moved.

2 COMMISSIONER HEPKINS: Second.

3 CHAIRMAN NASH: All those in favor?

4 ALL: Aye.

5 CHAIRMAN NASH: Opposed? This passes.

6 MR. SANTARELLI: Thank you.

7 CHAIRMAN NASH: The next item is the Group

8 Life, AD&D and Disability Coverage for 2016-2017.

9 Ms. Brown?

10 MR. HANSON: We're going to ask to hold this

11 one.

12 CHAIRMAN NASH: The next item is the renewal

13 of the DRPA Commercial General Liability Policy.

14 Ms. Brown?

15 MS. BROWN: Yes. Good morning.

16 There are eight policies on the agenda for

17 your consideration today. And I understand that there

18 might be some discussion on Item 13, so I'd like to

19 take Items 6 through 12 together, seven policy

20 renewals.

21 These seven policies all expire on

22 December 31, 2015. And with the exception of one

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 21

1 policy, we are recommending that we renew with the

2 incumbent carriers. If approved, the net premium

3 increase for the renewal of these seven policies will

4 be $106.70. So the seven-pack, the seven renewals

5 will result in an increase of just $106.50. That's

6 because we are making a recommendation that we change

7 the carrier for the Commercial Automobile Policy,

8 which would result in a significant savings to the

9 Authority.

10 Each of the policies is outlined for you; the

11 renewals are outlined for you in the summary

12 statements and resolution. But you also have the

13 charts in front of you, and I will walk you through a

14 few of these. The first chart is the renewal of the

15 DRPA Commercial General Liability Policy. And as I

16 said, it expires on December 31, 2015. Details are in

17 the summary statement.

18 The expiring premium is $112,087, but this

19 included a 10 percent commission that was then

20 credited against the professional fee that we pay to

21 our broker. So, in essence, the annual premium was

22 $100,878.30. The incumbent, Lexington Insurance, has

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 22

1 submitted a renewal quote of $107,060, which is an

2 increase of about $6,100, a 6.1 percent increase. The

3 increase is due largely to the additional acreage and

4 square footage that has been revealed as a result of

5 us having a real estate committee in place. We are

6 finding that there is additional square footage that

7 we had not accounted for.

8 So that's the first policy. Should I keep

9 going?

10 CHAIRMAN NASH: Yes.

11 MS. BROWN: All right, the next one is the

12 Commercial Automobile Liability Policy. We are

13 currently with Liberty Mutual. And as I have

14 indicated, after marketing, it's our recommendation

15 that we move this account to Selective Insurance

16 Company. Liberty Mutual, the incumbent, came in with

17 a quote that would have resulted in a little over a

18 $42,000 increase for the premium. Selective Insurance

19 has come in with a quote that is $41,676 lower. It's

20 a 7.2 percent decrease over what we are currently

21 paying. It is the same coverage, but with some

22 additional enhancements that have been outlined in the

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 23

1 summary statement.

2 It is our recommendation that we move the

3 account to Selective Insurance. And I will say that

4 Selective Insurance had previously been a carrier for

5 the Port Authority in the area of commercial

6 automobile insurance, and we were very pleased with

7 that carrier. We could not renew with that carrier

8 because the prior broker did not have the ability to

9 access this carrier.

10 CHAIRMAN NASH: Keep on going.

11 MS. BROWN: All right, the next one is the

12 Excess Workers Compensation Policy for DRPA. At DRPA,

13 all workers' compensation claims are self-insured up

14 to the first $1 million. This policy is the excess

15 policy that's in place for DRPA workers' compensation

16 claims. The incumbent carrier is Safety National

17 Casualty Corporation and they have submitted a renewal

18 quote of $135,144. This is a 1.9 percent increase

19 over the current rate. The national rate of increase

20 projected for 2016 is 3.7 percent, so we're pleased

21 that this 1.9 falls under that.

22 The broker marketed this coverage to three

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 24

1 carriers and Safety National Casualty, our incumbent,

2 was the only company to provide a quote. We were told

3 by other carriers that they declined to provide a

4 quote "because of the exposure and the nature of the

5 work that some of the employees perform here." So,

6 it's our recommendation that we accept Safety

7 National's renewal quote of $135,144.

8 The next policy for your consideration is the

9 Commercial Umbrella Liability Policy. This policy

10 extends the limits of several underlying policies.

11 You'll see that this is the orange box on the chart

12 and it's covering several policies underneath. The

13 incumbent carrier for this umbrella coverage is

14 National Fire & Marine Insurance Company. The broker

15 marketed this coverage to 12 carriers, including the

16 incumbent, and we received 8 declinations for various

17 reasons ranging from an inability to submit a

18 competitive quote, to not being able to cover bridge

19 and rail exposures, to no appetite for this risk. We

20 received three quotes ranging from a $200,000 increase

21 to a $300,000 increase.

22 The National Fire & Marine Company has

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 25

1 submitted a renewal quote of $148,990, which results

2 in an increase of $8,990, which is a 6.42 percent

3 increase. Again, the increase is due because of the

4 increased acreage and square footage that I discussed

5 earlier. Also, I do want the committee to be aware of

6 the fact that the broker was unable to market this

7 directly to National Fire & Marine and had to go

8 through a wholesaler in order to get this quote.

9 When the Board approved TSIB being placed as

10 our new broker, it was revealed at that time that

11 there were one or two carriers on our current programs

12 that they would not be able to access directly; but

13 they could go through a wholesaler and any commission

14 paid would be paid from the carrier to the wholesaler,

15 not to the broker. So that is why there is an

16 additional $6,000/$7,000 in commission to AmWINS.

17 It's our recommendation that we remain with the

18 incumbent, National Fire & Marine.

19 The next policy is the DRPA/PATCO Crime

20 Policy. The incumbent carrier is Zurich Insurance

21 Company. The broker marketed this to two additional

22 carriers or two carriers including the incumbent.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 26

1 AIG, the only other carrier that responded, declined

2 to submit a quote. Zurich has submitted a renewal

3 quote for a three-year term. The three-year term

4 premium would be a total of $110,084, payable in three

5 annual installments of $36,728. The overall increase

6 for this three-year policy will be $492 over a three-

7 year term.

8 The Claims Made Excess Policy, the great big

9 red box over the orange box on your charts, extends

10 our limits even more and covers a number of underlying

11 policies. The incumbent is Lexington and their

12 renewal quote is $893,466, which is an increase of

13 $21,096 or a 2.4 percent increase. The increase is

14 the result largely of a projected increase in

15 operating revenue and PATCO payroll.

16 Staff is recommending, and our broker agrees

17 with the recommendation, that we accept the renewal

18 quote that has been submitted to us by Lexington in

19 the amount of $893,466. This is, of course, subject

20 to the receipt, review, and acceptance of the

21 Authority's 2015 audited financials.

22 The next renewal for your consideration,

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 27

1 PATCO Excess Workers Compensation Policy, is very much

2 like the DRPA Excess Workers Compensation Policy. We

3 cover the first $1 million, and this policy provides

4 excess coverage for PATCO workers' compensation

5 claims. We are recommending we remain with the

6 incumbent carrier, Safety National Casualty

7 Corporation. The renewal quote is $122,012. This is

8 a 2 percent rate increase which is, again, still under

9 the 3.7 percent projected increase for 2016

10 nationally. Three carriers were solicited, and Safety

11 National was the only one to provide a quote for this

12 coverage. So it is our recommendation that we remain

13 with Safety National.

14 And finally -- so those are the seven policy

15 renewals that would result in a $106.50 increase.

16 CHAIRMAN NASH: Good job. Can we shave down

17 that $100?

18 (Laughter)

19 CHAIRMAN NASH: Outstanding job, Toni, it

20 really is.

21 MS. BROWN: Thank you.

22 CHAIRMAN NASH: To have these renewals at this

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 28

1 time, given some prior history, it is outstanding. So,

2 congratulations to you, your staff, all of the

3 administration, and our brokers for doing great

4 negotiating and putting us in a very strong position.

5 MS. BROWN: Yes.

6 CHAIRMAN NASH: So, thank you. The coverages

7 have been examined and are coverages that this

8 Authority needs.

9 MS. BROWN: Yes.

10 CHAIRMAN NASH: So, we don't have really many

11 options in terms of getting these types of coverages

12 to protect our assets and our liabilities, so thank

13 you.

14 MS. BROWN: You're welcome. Then there is the

15 last policy which -- oh, yes, we do need a vote.

16 CHAIRMAN NASH: Do you want to take these

17 first, these first resolutions?

18 MS. BROWN: Yes.

19 CHAIRMAN NASH: There have been several

20 resolutions on the packet. It's a total of seven?

21 MS. BROWN: Yes.

22 CHAIRMAN NASH: Seven that we are voting on

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 29

1 now and one that we're holding in abeyance for further

2 discussion?

3 MS. BROWN: Yes.

4 MR. SANTARELLI: Items 6 through 12 on the

5 agenda.

6 CHAIRMAN NASH: 6 through 12, thank you. I'll

7 take a motion -- are there any questions, any final

8 questions or comments or thoughts? Seeing none, I'll

9 take a motion to adopt those seven resolutions.

10 COMMISSIONER LISKO: So moved.

11 COMMISSIONER DiANTONIO: Second.

12 CHAIRMAN NASH: All those in favor?

13 ALL: Aye.

14 CHAIRMAN NASH: Opposed? All right, that will

15 go on the October agenda.

16 MS. BROWN: Yes.

17 CHAIRMAN NASH: What's even better is that

18 we're putting it on the October agenda for December

19 renewal.

20 MS. BROWN: Yes.

21 CHAIRMAN NASH: Which is too good to be true.

22 Just for the new Commissioners, it hasn't always been

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 30

1 like this.

2 MR. WHITE: And it really helps us from a

3 budgetary perspective that we know what the numbers

4 are. Really excellent job by Toni and her staff.

5 CHAIRMAN NASH: Thank you for not threatening

6 to cut something else because we raised the premiums.

7 MR. WHITE: I think I've got a bad rap.

8 MR. HANSON: Your predecessor.

9 (Laughter)

10 CHAIRMAN NASH: I'm sure he'll call me later.

11 MR. WHITE: No comment.

12 CHAIRMAN NASH: Toni, you have one more?

13 MS. BROWN: Yes. I want to give you a bit of

14 history about this. This policy, on the big chart, is

15 on the far right-hand side in the burgundy or eggplant

16 color. It’s the PATCO Rolling Stock Policy. This

17 policy was placed in the first instance because the

18 Board was surprised to find out that there was no

19 coverage on the PATCO transit cars, the train cars.

20 So we went out, and I want to take it back to 2014,

21 that's when the Board first approved the placement of

22 a policy to cover the newly rehabilitated PATCO cars.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 31

1 The initial policy term was for a one-year

2 period from June 2014 to June 2015. The carrier is

3 Ace. The premium, at that time, was to be $167,820.

4 So we paid that. And although no cars were received

5 in that year, we were still held to a minimum premium

6 due of $41,944. So that left us with a credit of over

7 $125,000.

8 Then we came back to the Board in June of

9 2015, and we asked you to authorize a six-month

10 extension of the policy, which would take us to

11 December 31, 2015. That extension premium would have

12 been $120,837. But, because there were no cars and we

13 still had that credit, paying the extension premium

14 still left us with a credit of $5,039. In other words,

15 we didn't have to pay anything additional because we

16 already had this credit sitting out there.

17 Now it's time to consider what we are going to

18 do going forward. As of yesterday, October 13, we

19 have 20 rehabilitated cars that have been delivered

20 and accepted by PATCO and placed into revenue. We

21 have two more cars that have come in, but they have

22 not yet been accepted. It's expected, based on the

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 32

1 schedule that we have received from PATCO, that we

2 will have another 18 cars in revenue by the end of the

3 year. That will make a total of 38 cars. In 2016,

4 it's expected, based on the schedule that's been

5 provided to risk management by PATCO, that we will

6 have up to 86 cars in revenue.

7 So based on that projection of 86 cars, we

8 asked the broker to go out and market what would it

9 cost for this renewal. The renewal quote has come in

10 at $397,965. The broker did market this to three

11 additional carriers. No carriers expressed any

12 interest in making a proposal. I know that there was

13 some discussion at the budget level yesterday. It

14 came to my attention a little late yesterday, so we

15 wanted to bring this back to the committee to see what

16 your interest might be in renewing this or -- John, do

17 you want to take it from here?

18 MR. HANSON: Yeah, so we're going through the

19 budget process now, and at yesterday's budget meeting,

20 under questioning from Jim White and the finance team,

21 this insurance policy came out as a large increase in

22 spending at PATCO. I'll let John Rink talk about this

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 33

1 when I finish, but with further discussion, they

2 talked about the numbers in the resolution. Based on

3 some quick calculations that I've done, when we have

4 all 120 cars refurbished and in revenue service, this

5 insurance policy at the rates we currently have could

6 cost around $1.7 million annually, which is

7 approximately 3.3 percent of PATCO's total budget. So

8 it's a very large expenditure.

9 The last time this was discussed prior to the

10 history that Toni gave you was 10 years ago. We did

11 research at that time, and nobody else was covering

12 their cars for just this reason. PATCO Operations,

13 John Rink and others raised the issue of our

14 experience as well as our ability to protect the cars

15 without insurance. And, John, I'll let you talk about

16 that a little bit.

17 MR. RINK: Since PATCO's inception, there have

18 been five instances of major damage done to a vehicle,

19 with one car being lost. Right now, currently, we are

20 only overhauling 120 cars. We did have 121 cars in

21 the fleet. However, there was a fire within a car and

22 the car was not able to be renovated or rehabbed by

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 34

1 Alstom. That car is actually being used for parts to

2 fix four others. Since our inception, we've had three

3 other instances of fires in cars; also once during a

4 tropical storm, the front of a train hit one of our

5 power poles that had snapped in half. So, the one car

6 that was being used as parts, we actually took off the

7 front of that car and it's being used to rehab the car

8 that hit the pole.

9 So, since 1969, we know of five instances

10 where we've had significant damage to the cars where

11 this type of insurance coverage would apply. Other

12 types of damage, vandalism and things of that nature,

13 we've been able to repair ourselves, in-house. There

14 has been no flooding at our facility. Even though

15 we're near Kirkwood Lake, it's not tied into any kind

16 of tributaries or rivers, so the chance of floods in

17 our facilities is in the nil range.

18 What we have done is look it through. It's

19 whether or not, as John mentioned, it's a business

20 decision on whether or not we want to insure these new

21 cars. Our current fleet has not had insurance

22 coverage since inception, and also, as mentioned, we

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 35

1 haven't found any other transit agencies that use this

2 type of coverage.

3 MR. HANSON: Well, we haven't looked at that

4 in 10 years. The last time we looked at it was 10

5 years. But, according to the calculations that I did

6 in the resolution, this quote would have us paying

7 about $14,200 per car, which when you get to 120, if

8 you project that out, it would be $1.7 million. And

9 PATCO has a $52 million budget, so it's about

10 3.3 percent of the budget, what it has the potential

11 to grow to.

12 What we're looking for is policy guidance,

13 given that this already, at $400,000 in this budget

14 year, would be a large expenditure and has the

15 potential to get much larger as more cars come online.

16 Again, given that we pay great attention to managing

17 the PATCO subsidy, as well as the idea that we pay

18 careful attention and experience great scrutiny on the

19 amount of budgetary increase both at DRPA and PATCO.

20 CHAIRMAN NASH: What's the deductible on this

21 policy?

22 MS. BROWN: The deductibles vary. It depends

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 36

1 on whether it's in a flood zone, whether it's

2 vandalism. It's about $100,000.

3 MR. RINK: I think $250,000 for flood, non-

4 Zone A; $500,000 for Zone A flood; $250,000 for earth

5 movement, earthquake; and then $250,000 for a named

6 storm, such as a hurricane. Most of the instances in

7 the past where we've done repairs have been under

8 those deductible amounts.

9 COMMISSIONER HEPKINS: I have a couple of

10 questions because I wasn't here. I want to know how

11 we did in Hurricane Sandy, just as kind of like a

12 gauge. I know New Jersey Transit had big problems.

13 How did we do?

14 MR. RINK: We had very minor problems; a

15 couple of tree branches down along the rail line, no

16 flooding, no issues of that nature. So we came out of

17 Sandy in pretty good shape. We actually came back up

18 online sooner than --

19 MR. HANSON: No damage to cars.

20 COMMISSIONER HEPKINS: Okay. I've got a

21 couple of questions. It seems to me that as a transit

22 authority, we tend to -- we're more self-insured and

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 37

1 we tend to, in the industry, utilize those dollars to

2 be more pro-active in getting more equipment. It seems

3 to me on the surface -- I haven't done the exact

4 study, but knowing the industry -- it seems to me on

5 the surface that we're not the type of industry that

6 insures cars and things like that; that the money

7 would be better spent to procure new -- to keep our --

8 especially if we don't have that kind of history, but

9 that it's more cost efficient to pay-as-you0go and put

10 those dollars to future procurements rather than to

11 bog us down with things that I don't know are really

12 needed in our industry. So, on the surface, that's

13 the best I'm looking at.

14 CHAIRMAN NASH: Chairman?

15 BOARD CHAIRMAN BOYER: No, Rick was first.

16 COMMISSIONER TAYLOR: No, go ahead.

17 CHAIRMAN NASH: Go ahead, Rick.

18 COMMISSIONER TAYLOR: Does the increased

19 technology in the new cars, does that reflect the

20 increase in the insurance? I mean I know we've made a

21 lot of technical improvements on our cars. Is that

22 reflected in the increase?

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 38

1 MR. HANSON: The insurance was always only to

2 cover the new cars. But I asked the question

3 yesterday, when this came up; are the new cars more

4 susceptible to damage than the old cars? And the

5 Director of Equipment, Robert Traver, was here at that

6 time, and he said actually the new cars are less

7 susceptible to damage because of a greater number of

8 safety features that are on the cars than the old

9 cars. The increases here are strictly based on

10 bringing the new cars online.

11 MS. BROWN: So as we keep bringing on new

12 ones, that's what's causing the increase. So it's

13 coming down to a business decision. And the bottom

14 line, is either we provide the coverage as we have, we

15 renew it, or we make sure that we have adequate

16 dollars reserved in the budget to cover any of these

17 deductibles, any of the claims that would come our way

18 that would not be covered under a deductible.

19 MR. HANSON: And the other thing that I would

20 add -- and John and Ben, if I'm wrong about this,

21 please correct me -- but I think that we're

22 comfortable running a rush hour schedule with 92 cars,

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 39

1 that that serves the public pretty well.

2 MR. RINK: Yes.

3 MR. HANSON: Yeah, so we would have a fleet of

4 120, and 92, we've run with less, but 92 has been sort

5 of the bogey that we've looked for most of the time to

6 have a schedule that adequately serves the public.

7 CHAIRMAN NASH: Chairman?

8 BOARD CHAIRMAN BOYER: I guess what I didn't

9 hear is -- I heard a choice between no insurance and

10 hope nothing happens, as opposed to true self-

11 insurance, which is when we allocate a portion of the

12 budget for those things. I like to split it down the

13 middle: that we allocate a portion of the budget for

14 any unforeseen matters that we have. But I think

15 three percent of the budget is probably too much for

16 insurance. However, we should adequately indemnify

17 ourselves in case something should happen. We should

18 have that in the budget so we don't blow a hole into

19 our budget for the subsidies.

20 MR. HANSON: And so, if something were to

21 happen, something catastrophic like that would be a

22 capital expenditure and that is the --

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 40

1 BOARD CHAIRMAN BOYER: Something catastrophic,

2 then you go to Jeff and the politicians.

3 MR. HANSON: Well, I mean we have -- that's

4 part of what the General Fund does for us, these types

5 of contingencies. As Jim mentioned earlier, the

6 General Fund has climbed to the highest level probably

7 it's ever been in the history of DRPA. This month,

8 it's in excess of $500 million. So that's what we use

9 typically to --

10 BOARD CHAIRMAN BOYER: So we’re flush --

11 (Laughter)

12 CHAIRMAN NASH: John, have you explored a

13 higher deductible? As you said, if it's a

14 catastrophic -- as the commissioner said, if there is

15 a Hurricane Sandy-like event that destroys a fleet of

16 cars, and the $250,000 deductible doesn't work for us

17 at all. Self-insurance, I think, is probably the best

18 way to go. But have you looked at a higher deductible

19 in case there is a catastrophic event?

20 MR. HANSON: Two things I want to say about

21 that. I talked to John and Ben yesterday about the

22 Hurricane Sandy-type scenario. One of the other

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 41

1 things that they told me was that in the event of an

2 expected catastrophic storm where we really had great

3 fear of damage to our cars, we could move the cars

4 into the Philadelphia subways to protect them.

5 Having said that, no, we haven't looked at

6 anything, because literally this came up at 3:30 in

7 response to stiff questioning from Jim White of the

8 PATCO people on their budget. I went down to see Toni

9 about 4:30 and completely blindsided her with this.

10 She was literally prepping to present all these

11 resolutions when I went down and said, “You know, this

12 just came up and I think we need to discuss it with

13 the Finance Committee.”

14 CHAIRMAN NASH: You were planning to come to

15 the Finance Committee saying, “I've got 7 policies

16 that cost $100.”

17 MS. BROWN: Right.

18 CHAIRMAN NASH: He comes in and says, “Plus

19 $1.3 million.”

20 MS. BROWN: Right.

21 MR. HANSON: So we haven't looked at anything.

22 We just sort of hit upon this issue because of the

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 42

1 increase in contractual professional services in the

2 PATCO line that Jim and his staff were exploring. Then

3 this whole discussion ensued. Then I went down to talk

4 to Toni and, much to Toni's surprise, said “This

5 question came up and I think we have to go back to the

6 Finance Committee.”

7 CHAIRMAN NASH: All right. So what do you

8 want us to do? Do you want to explore self-insurance,

9 higher deductibles, or do you need an answer today?

10 MS. BROWN: I'd like to see us research what

11 other transit agencies are doing and then come back

12 about it.

13 CHAIRMAN NASH: Yeah, that's a good idea, what

14 does SEPTA do, New Jersey Transit?

15 MS. BROWN: And I will say when you look at

16 the overlay here, if we do the package, the PATCO

17 Rolling Stock Property renewal, it does take the

18 $106.70 increase to a now $398,000, plus change,

19 increase. So before we do that, I would like us, in

20 light of all this, to get some additional information

21 from their entities and then come back to you with

22 that. So, we can hold.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 43

1 CHAIRMAN NASH: Okay.

2 COMMISSIONER LISKO: I have one question.

3 What has been the -- have we done any self-insurance

4 experiments here historically, and how has it worked?

5 MS. BROWN: That's when it was the whole --

6 MR. HANSON: We've always been self-insured on

7 the old fleet. We're self-insured for deductibles

8 against catastrophic activity or damage at the bridges

9 to $25 million?

10 MR. WHITE: $25 million.

11 MS. BROWN: Yes.

12 MR. HANSON: $25 million. And so the idea has

13 always been that our General Fund is the security for

14 that. We've arrived, in conjunction with our

15 financial advisors at PFM and Acacia, with the idea

16 that, taking into account all the risk that we have,

17 $225 million is probably the right number. And that

18 includes swap liabilities, which are every year being

19 amortized off. So we've always held $225 million in

20 reserve for these types of contingencies.

21 Now we've got $500 million in reserve, it's

22 our intention to begin to apply that $500 million to

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 44

1 our Capital Program so that we're doing pay-as-you-go

2 capital, but we would constantly be monitoring our

3 perceived risk against the General Fund balance,

4 because the General Fund balance is our counterweight

5 to the risk that we assume in our self-insurance.

6 MS. BROWN: And one other thing I wanted to

7 add. We are still self-insuring the older cars. It's

8 only the rehabilitated cars that are going to be

9 covered.

10 COMMISSIONER LISKO: But is there actually a

11 program, or is it just looking at the flush balance?

12 MR. HANSON: Yes, we've not done any sort of

13 actuarial analysis on that. But, again, I think

14 that's something we could certainly retain an actuary

15 to look at it; but what the actuary would presumably

16 be looking at is the experience that John has

17 outlined, which is not dramatic right now.

18 MR. WHITE: And to underscore what John said,

19 as part of that $225 reserve, he mentioned the

20 $25 million should there be an issue related to the

21 bridges. So we have been very, very careful as we've

22 looked at the General Fund to make sure there is that

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 45

1 security there, but also sufficient funds to fund the

2 Capital Program. Fortunately, we're in a good

3 position thus far.

4 Actually, my questioning started off just

5 making sure that the numbers related to the number of

6 cars that actually had been accepted. I just wanted

7 to make sure that the policy figures were connected

8 to, in fact, what we had accepted. There seemed to be

9 some confusion about that number. So that's really

10 how the questioning started.

11 But I certainly support the idea of us looking

12 at perhaps a higher deductible, self-insurance, some

13 other things. I think we should give some thought to

14 that.

15 CHAIRMAN NASH: All right. So you'll be back

16 -- oh, I'm sorry, commissioner?

17 COMMISSIONER HEPKINS: Yeah, just one other

18 question. How do we, not that this has a direct

19 bearing, but I'd be curious to know, how do we handle

20 our general claims? Are we self-insured from claims

21 from the public or are we, you know, what is that

22 budget?

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 46

1 MR. WHITE: Well, a lot of the claims will hit

2 the Operating Budget, how we do claims.

3 COMMISSIONER HEPKINS: So we're self-insured

4 for general claims, right?

5 MS. BROWN: We have a General Liability

6 Policy.

7 MR. WHITE: We have general liability policies

8 as well.

9 COMMISSIONER HEPKINS: So we have both?

10 MS. BROWN: Yes.

11 MS. MAYOCK: We used to have an OCIP program

12 for some of our liability claims, and that program is

13 winding up. We only have a few more open claims on

14 that. We cut it off at December 31st of 2014. So we

15 just have a few legacy items that we are paying out on

16 our self-insured program for those remaining liability

17 matters.

18 COMMISSIONER HEPKINS: And are the claims

19 capped so there is a SEPTA --

20 MS. BROWN: No, no.

21 COMMISSIONER HEPKINS: You know where it's

22 capped, you can't --

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 47

1 MS. BROWN: No, no tort liability.

2 MS. MAYOCK: No.

3 COMMISSIONER HEPKINS: How do you guys operate

4 in New Jersey?

5 MS. BROWN: Well, it doesn't apply here.

6 MR. SANTARELLI: SEPTA had the benefit of

7 sovereign immunity in the Commonwealth. The DRPA does

8 not have such immunity.

9 COMMISSIONER HEPKINS: That's an interesting

10 subject.

11 CHAIRMAN NASH: Any other questions or

12 comments? Seeing none, we'll come back to this next

13 week -- next month on this issue. Are there any other

14 questions or issues for the Open Session? Seeing

15 none, I'll take a motion to go into Executive Session.

16 COMMISSIONER FENTRESS: So moved.

17 COMMISSIONER TAYLOR: Second.

18 CHAIRMAN NASH: All those in favor?

19 ALL: Aye.

20 CHAIRMAN NASH: Opposed? We are now in

21 Executive Session.

22 (Off the record at 10:01 a.m.)

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 48

1 (On the record at 10:30 a.m.)

2 CHAIRMAN NASH: I'll take a motion to enter

3 into open session.

4 COMMISSIONER FENTRESS: Move to motion.

5 COMMISSIONER TAYLOR: Second.

6 CHAIRMAN NASH: We are now in open session.

7 COMMISSIONER LISKO: I will ask Ms. Brown to

8 make a quick comment about an update she just received

9 on a policy.

10 MS. BROWN: Yes. I was just alerted to the

11 fact that our Commercial Automobile Insurance Policy

12 renewal has gotten even stronger. Our incumbent,

13 Liberty Mutual, had originally come in with a $604,385

14 renewal. They have now come back in with a $499,000

15 renewal, which is a difference of $105,385.

16 However, Selective, the carrier that we had

17 recommended and that you had previously approved, have

18 countered that and have come back with $493,000. They

19 were originally at $519,758. So they are still lower

20 than the incumbent by $6,000.

21 It remains our recommendation that we go with

22 Selective. But the overall increase of $106.70 for

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 49

1 the six policies has now gone away, and now we are

2 seeing a savings of $26,651.

3 MR. WHITE: Good job. And I had nothing to do

4 with it.

5 COMMISSIONER LISKO: It's a race to the bottom

6 to our benefit.

7 MS. BROWN: We'll revise the Summary Statement

8 to reflect this new development.

9 COMMISSIONER LISKO: Okay, thank you. And

10 then we'll have a quick comment from Mr. White,

11 please.

12 MR. WHITE: On the presentation related to the

13 authorization for DRPA to participate in the New

14 Jersey E-ZPass Customer Service Center Contract, I

15 just wanted to make you aware that yesterday I did

16 send out the actual Board and Evaluation Committee

17 Report from New Jersey E-ZPass. That will be attached

18 to the final resolution when it gets to the Board. I

19 forgot to make mention of that.

20 And I have to make a slight correction on the

21 number for the DRPA's 2015 budgeted numbers. I have

22 6.2 million. It actually should be 6.4 million. I

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 50

1 will make that minor change in the Summary Statement.

2 COMMISSIONER LISKO: Okay, thank you for those

3 updates. With that being said, I will accept a motion

4 to wrap up our meeting.

5 COMMISSIONER FENTRESS: Move the motion.

6 COMMISSIONER LISKO: Second?

7 COMMISSIONER DiANTONIO: Second.

8 COMMISSIONER LISKO: All those in favor?

9 ALL: Aye.

10 COMMISSIONER LISKO: And the motion passes.

11 Thank you.

12 (Whereupon, the Finance Committee Meeting was

13 adjourned at 10:33 a.m.)

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 51

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Delaware River Port Authority

4 Finance Committee on October 14, 2015, were held as

5 herein appears, and that this is the original

6 transcript thereof for the file of the Authority.

7

8

9

10 ______Tom Bowman, Reporter 11 FREE STATE REPORTING, INC.

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 SUMMARY STATEMENT SUBJECT: Authorization for DRPA to ITEM NO.: DRPA-15-120 Participate in NJ E-ZPass Customer Service Center Services Contract between NJ ETC and Xerox State & Local Solutions, Inc.

COMMITTEE: Finance

COMMITTEE MEETING DATE: October 14, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board authorizes staff to execute and participate in the New Jersey E-ZPass Customer Service Center, Violations Processing, and Financial Back Office Professional Services Contract (“CSC Contract”) between the New Jersey Electronic Toll Collection Group (“ETC Group”) and Xerox State and Local Solutions, Inc. (“Xerox”), which provides for the (i) design, installation, implementation, operation and maintenance of a new CSC to serve the State of New Jersey and the motoring public on New Jersey roadways accepting E-ZPass; (ii) migration of E-ZPass customers to the new CSC systems as necessary; (iii) support for the New Jersey E-ZPass electronic toll collection system; and, (iv) access to the New Jersey Motor Vehicle Commission (or MVC) and similar motor vehicle agencies of the other 49 states for purposes of obtaining motor vehicle information necessary in performance of the Services.

PURPOSE: To Authorize the DRPA to Participate in the New Jersey E-ZPass CSC Services Contract between the New Jersey ETC Group and Xerox.

BACKGROUND: In December 2002, the New Jersey Turnpike Authority’s (“Turnpike Authority”) Board of Commissioners approved a professional services contract with Xerox (formerly “ACS State and Local Solutions, Inc.) for the operation and maintenance of the New Jersey E-ZPass electronic toll collection system. The New Jersey Turnpike Authority is the lead agency of the ETC Group, whose members who collect electronic tolls through the NJ E-ZPass system. Other ETC Group members presently include: the South Jersey Transportation Authority (“SJTA”), the DRPA, the Delaware River and Bay Authority (“DRBA”), the Delaware River Joint Toll Bridge Commission (“DRJTBC”) and the Burlington County Bridge Commission (“BCBC”). The DRPA joined the ETC Group in July 2004 pursuant to Resolution DRPA-04-031, which was approved by the DRPA Board of Commissioners on March 17, 2004.

Each agency of the ETC Group maintains its independent toll collection system(s) and host systems that interfaced with the New Jersey E-ZPass System. The existing contract that the ETC Group has with a contractor to operate and maintain the New Jersey E-ZPass System expires on January 31, 2017. Accordingly, on January 15, 2015, the Turnpike Authority issued a request for proposal (“RFP”) to procure a new contract to provide: 1) a Customer Service Center; 2) Violations Processing; and 3) Financial Back Office Services for the New Jersey E- ZPass System. The contract will be for a term of eight years from the “Cut-Over” date (anticipated to be February 1, 2017), with the option to extend for one, two-year term at the Turnpike Authority’s sole discretion (the “CSC Contract”). Costs of the new Contract, including base technology, software and operations and transaction costs, total $571.2 million for the initial 8 year term, with additional costs of $55.1 million for option years 9 and 10. DRPA’s share during the term of the new Contract is estimated at approximately $5.7 million annually based on present allocation of costs within the NJ ETC Group.

The Turnpike Authority conducted its professional services procurement process for the new CSC Contract in accordance with New Jersey law (N.J.S.A. 27:23-6.1, N.J.A.C. 19:9-2.1(b), N.J.S.A. 52:15(c)-10 and Executive Order No. 27 (Corzine 2006)). Each of the ETC Group agencies participated as part of the evaluation team and reviewed terms for compliance and compatibility with each agency’s independent toll collection system(s) and host systems that interface with the New Jersey E-ZPass System. Following extensive review and evaluation, on September 29, 2015 the Turnpike Authority Board of Commissioners voted to authorize an award of the new CSC Contract to Xerox in accordance with the pricing and other terms set forth in Xerox’s responses to the RFP and Turnpike Authority Agenda Item No. 398-09- 2015 (attached hereto and incorporated herein).

The DRPA will derive benefits under the new CSC Contract, including annual operating costs savings and migration to an updated technology platform. The New Jersey ETC Group will continue to benefit from the economies of scale resulting from an increased customer base and increased number of transactions under the new Contract. DRPA will not incur any costs during the migration period and/or prior to the “Cut- Over” date (anticipated to be February 1, 2017). Rather, DRPA will, continue to incur costs and expenses under the existing ETC Group CSC Contract, which expires on January 31, 2017 (DRPA’s approved 2015 E-ZPass CSC Operations budget is $6.4 million).

Due to the anticipated duration of the migration period, however, the Turnpike Authority anticipates executing the new CSC Contract and issuing the Authority’s Notice to Proceed (“NTP”) following the New Jersey Governor’s 10-day veto period (with an anticipated Effective Date and NTP around October 15, 2015). Recognizing that each of the ETC Group agencies’ board meetings will be subsequent to the Turnpike Authority’s September 29th meeting, the ETC Group anticipates issuing a second NTP on behalf of the agencies once all agency boards have approved and each agency has executed the new CSC Contract.

Accordingly, authorization is requested to permit the DRPA to participate in the new CSC Contract between the New Jersey ETC Group and Xerox State & Local Solutions, Inc. and to execute the new CSC Contract which was awarded by the Turnpike Authority’s Board of Commissioners on September 29, 2015.

SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: DRPA CSC Operations (per existing contract - 2015 Budget of $6.4 million) Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 8 year initial term + two-year extension term option Other Parties Involved: New Jersey Turnpike Authority; South Jersey Transportation Authority; Delaware River and Bay Authority; Delaware River Joint Toll Bridge Commission; Burlington County Bridge Commission DRPA-15-120 Finance Committee: October 14, 2015 Board Date: October 21, 2015 Authorization for DRPA to Participate in NJ E-ZPass Customer Service Center Services Contract between NJ ETC and Xerox State & Local Solutions, Inc.

RESOLUTION

RESOLVED: That the Board authorizes staff to execute and participate in the new CSC Contract, which was awarded to Xerox by the Turnpike Authority’s Board of Commissioners on September 29, 2015, acting in its capacity as the lead agency of the New Jersey ETC Group. In accordance with the pricing and other terms set forth in Xerox’s responses to the Turnpike Authority’s January 2015 RFP, and those set forth in the new CSC Contract, Xerox’s services will include the (i) design, installation, implementation, operation and maintenance of a new CSC to serve the State of New Jersey and the motoring public on New Jersey roadways accepting E-ZPass; (ii) migration of E-ZPass customers to the new CSC systems as necessary; (iii) support for the New Jersey E-ZPass electronic toll collection system; and, (iv) access to the New Jersey Motor Vehicle Commission (or MVC) and similar motor vehicle agencies of the other 49 states for purposes of obtaining motor vehicle information necessary in performance of the Services; and

RESOLVED: That the Chair, Vice Chair and Chief Executive Officer, with the advice and counsel of the Authority’s Chief Financial Officer/Treasurer, General Counsel and appropriate staff, must approve and are hereby authorized to approve and execute any and all necessary schedules, agreements, instruments, certificates, contracts or other documents on behalf of the Authority necessary or required in connection with the new CSC Contract. If such schedules, agreements, certificates, contracts or other documents have been approved by the Chair, Vice Chair or Chief Executive Officer and if, thereafter, the Chair, Vice Chair or Chief Executive Officer is absent or unavailable, and it is necessary to execute said document(s) while the Chair, Vice Chair or Chief Executive Officer is absent or unavailable, the Chief Financial Officer/Treasurer may execute said document(s) on behalf of the Authority; and

RESOLVED: That Authority staff are hereby authorized to take all other necessary and convenient actions, subject in each case to review and advice of the Chief Executive Officer, Chief Financial Officer/Treasurer and General Counsel, in order to undertake and effectuate on behalf of the DRPA the Authority’s continued participation in the New Jersey E-ZPass CSC Contract as an agency member of the New Jersey ETC Group, all in accordance and consistent with the Compact and Bylaws.

SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: DRPA CSC Operations (per existing contract - 2015 Budget of $6.4 million) Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 8 year initial term + two-year extension term option Other Parties Involved: New Jersey Turnpike Authority; South Jersey Transportation Authority; Delaware River and Bay Authority; Delaware River Joint Toll Bridge Commission; Burlington County Bridge Commission

SUMMARY STATEMENT

ITEM NO.: DRPA-15-121 SUBJECT: Camera & Call Box Maintenance Agreement

COMMITTEE: Finance

COMMITTEE MEETING DATE: October 14, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board rescind its approval of SS&R-15-103 and authorize staff to negotiate a one (1) year contract with Pelco, Inc. of Clovis, CA for an amount not to exceed $181,239.00 for a camera and call box maintenance agreement. This purchase is provided with GSA pricing under GSA Contract # GS-07F-9323S.

PURPOSE: To provide the Delaware River Port Authority with preventive maintenance and system/equipment repairs for all Authority cameras and call boxes.

BACKGROUND: Several years ago the Authority made a decision to improve the security of their fixed assets while at the same time improving the safety of the travelling public on those assets. To accomplish this, cameras and call boxes were installed. In order to maintain those devices it is necessary to engage in a program of preventive maintenance for both the hardware and software components of the system. At the August 19, 2015 Board meeting, the Board approved SS&R-15-103 to negotiate a maintenance contract with Schneider Electric. Since then, staff has discovered that Schneider’s GSA schedule will expire prior to the creation of our contract.

Staff has determined that the Authority can utilize another GSA contract belonging to subsidiary of Schneider, Pelco, Inc. The anticipated agreement with Pelco would provide the DRPA with the same comprehensive, consistent hardware and software services that it would have been provided by the parent company, Schneider. It will allow us to work with Pelco staff to deliver onsite hardware and software support. With these services we improve our camera and call box up-time with responsive hardware and software services with a 24/7 availability. Other services include the following:

. On-site visits at each facility several times a year to verify functionality . DVTEL software upgrades . Camera and call box firmware upgrades . Connectivity testing . Incident and problem management Staff therefore recommends negotiating a contract with Pelco, Inc. for an amount not to exceed $181,239.00 for a Camera & Call Box maintenance agreement.

SUMMARY: Amount: $181,239.00 Source of Funds: Revenue Fund, General Fund Capital Project #: N/A Operating Budget: 2015 DRPA CE6 – Repairs and Maint. 2015 PATCO Contract Services Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: October 30, 2015 through September 30, 2016 Other Parties Involved: N/A DRPA-15-121 Finance Committee: October 14, 2015 Board: October 21, 2015 Camera & Call Box Maintenance Agreement

RESOLUTION

RESOLVED: That the Board rescind its approval of SS&R-15-103 made at the August 19, 2015 Board Meeting.

RESOLVED: That the Board authorizes staff to negotiate a one (1) year contract with Pelco, Inc. for an amount not to exceed $181,239.00 for a Camera & Call Box maintenance agreement. This purchase is provided with GSA pricing under GSA Contract # GS-07F-9323S.

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: $181,239.00 Source of Funds: Revenue Fund, General Fund Capital Project #: N/A Operating Budget: 2015 DRPA CE6 – Repairs and Maint. 2015 PATCO Contract Services Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: October 1, 2015 through October 30, 2016 Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: DRPA-15-122 SUBJECT: LexisNexis Contract for a Digital Legal Research Subscription

COMMITTEE: Finance Committee

COMMITTEE MEETING DATE: October 14, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board authorizes DRPA staff to enter into a Contract with LexisNexis for the provision of digital legal research services in the amount of $41,724.

PURPOSE: To ensure that the DRPA’s Legal Department has access to case law, statutes, legal treatises and associated legal research services in order to provide effective legal representation to the DRPA and PATCO.

BACKGROUND: LexisNexis is one of the premier providers of computer-assisted legal research, business research and risk management services. DRPA previously contracted with LexisNexis for provision of a subscription plan providing online legal research materials. The DRPA’s most recent contract with LexisNexis expired in December 1, 2014, since which the DRPA has contracted LexisNexis’ services on a month-to-month basis. LexisNexis has not increased its monthly premium for the DRPA and has agreed to maintain the current rate of $1,159/month for a three (3) year contract.

LexisNexis is one of two primary online legal research providers. The other company Westlaw/Thomson Reuters was contacted to provide a quote for its legal research subscription service, however no bid was received.

SUMMARY: Amount: $41,724 Source of Funds: Operating Budget Capital Project #: N/A Operating Budget: DRPA/PATCO – Contractual Services Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Three (3) years Other Parties Involved: LexisNexis DRPA-15-122 Finance Committee: October 14, 2015 Board Date: October 21, 2015 LexisNexis Contract for a Digital Legal Research Subscription

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority authorizes and directs staff to add additional funding to the current contract with LexisNexis for provision of an online legal research subscription in the total amount of $41,724 for three (3) years.

RESOLVED: The Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: $41,724 Source of Funds: Operating Budget Capital Project #: N/A Operating Budget: DRPA/PATCO – Contractual Services Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Three (3) years Other Parties Involved: LexisNexis SUMMARY STATEMENT

ITEM NO.: DRPA-15-123 SUBJECT: Renewal of DRPA Commercial General Liability Policy

COMMITTEE: Finance

COMMITTEEMEETINGDATE: October14,2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board authorizes staff to bind the renewal of the DRPA Commercial General Liability insurance policy. This policy is placed by our Broker/Consultant, Turner Surety & Insurance Brokerage (TSIB).

Pursuant to DRPA-15-062, TSIB is paid a fixed annual service fee of not- to-exceed $141,000 payable in quarterly installments. Lexington has agreed to “net out” the 10% commission. Pursuant to the terms of the Broker/Consultant Service Agreement, TSIB understands that no commissions shall be paid on any insurance policies placed on DRPA’s behalf.

Due to time constraints, TSIB was unable to market the DRPA’s Commercial General Liability policy to other insurance companies.

PURPOSE: To reduce the DRPA’s exposure to loss by insuring against third-party Bodily Injury and Property damage claims that occur at One Port Center, and other lots and blocks, including, but not limited to ball fields in Philadelphia, vacant lots along Admiral Wilson Blvd. in Camden, and lots and blocks in Camden and Philadelphia.

BACKGROUND: The Commercial General Liability policy insures the DRPA against losses by reason of liability imposed by law or assumed under contract for claims involving Bodily Injury, Personal Injury, Property Damage or Advertising Injury. The DRPA’s existing Commercial General Liability policy will expire December 31, 2015.

The policy provides an Occurrence Limit of $1 million per occurrence (general aggregate $5 million) subject to a $25,000 deductible.

The expiring premium for the policy term 12/31/2014-12/31/2015 was $112,087 (including 10% commission, which was later credited after Board approval, against the quarterly service fee installment SUMMARY STATEMENT Renewal of DRPA Commercial Finance 10/14/2015 General Liability Policy ______for professional services rendered by the former broker, Aon). After the 10% commission credit offset of $11,208.70 the net premium was $100,878.30

TSIB has presented the following renewal option for our consideration:

o The premium for policy term 12/31/2015-12/31/2016 will be approximately $107,060 (including TRIA). This is a $6,181.70 or 6.1% increase over the current premium. The increase is attributed to an increase in acreage from 59 to 119 (additional properties being covered) and an increase in square footage from 335,000 to 377,000 (as a result of the additional properties). These changes in exposure are driving the overall increase of approximately $6,181.70 over last year’s net premium. The proposed term 12/31/2015-12/31/2016 is concurrent with the Commercial Umbrella Liability Policy term 12/31/2015-12/31/2016.

Staff recommends that we accept the renewal option offered by incumbent, Lexington Insurance Company, for the policy term 12/31/2015-12/31/2016, at an estimated annual premium of $107,060 (including TRIA).

SUMMARY: Amount: Approximately $107,060 including TRIA Source of Funds: Revenue Funds Capital Project #: N/A Operating Budget: DRPA Risk Mgt. C/E #8 (DRPA/OPC) Master Plan Status: N/A Other Fund Sources: N/A Durationof Contract: December 31, 2015 - Dec. 31, 2016 PartiesInvolved: TurnerSurety&Insurance Brokerage and Lexington Ins. Company DRPA-15-123 Finance: October 14, 2015 Board Date: October 21, 2015 Renewal of DRPA Commercial General Liability Policy

RESOLUTION

RESOLVED: That the Board authorizes staff to accept the renewal premium from incumbent, Lexington Insurance Company, for the Commercial General Liability Policy for the policy term 12/31/2015-12/31/2016, at an estimated annual premium of $107,060 including TRIA coverage, which represents an increase of approximately 6.1% or $6,181.70 as a result of increased acreage and square footage from owned properties; and be it further

RESOLVED: That the Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: Approximately $107,060 including TRIA Source of Funds: Revenue Funds Capital Project #: N/A Operating Budget: DRPA Risk Mgt. C/E #8 (DRPA/OPC) Master Plan Status: N/A Other Fund Sources: N/A Durationof Contract: December 31, 2015 - Dec. 31, 2016 PartiesInvolved: TurnerSurety&Insurance Brokerageand Lexington Ins. Company SUMMARY STATEMENT

ITEM NO.: DRPA-15-124 SUBJECT: Renewal of DRPA/PATCO Commercial Automobile Liability Policy

COMMITTEE: Finance

COMMITTEE MEETING DATE: October 14, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board authorizes staff to bind the renewal of the DRPA’s Commercial Automobile Liability Policy. This policy is placed by our Broker/Consultant, Turner Surety & Insurance Brokerage (TSIB).

Pursuant to DRPA-15-062, TSIB is paid a fixed annual service fee of not-to-exceed $141,000 payable in quarterly installments. Pursuant to the terms of the Broker/Consultant Service Agreement, TSIB understands that no commissions shall be paid on any insurance policies placed on DRPA’s behalf. Therefore, the proposed policy premium is net of commission.

TSIB marketed the Authority’s Commercial Automobile Liability policy to several insurance companies to secure the most competitive premium.

TSIB marketed the coverage to the following carriers:

• Liberty Mutual - quoted $499,000 (incumbent, tax TBD) • Selective Ins. Co. - quoted $493,000 (tax TBD) • Utica National - declined, no police units • Travelers - declined, not enough time to quote • Hartford - declined, not enough time to quote

PURPOSE: To renew the Commercial Automobile Liability policy for the term of December 31, 2015 through December 31, 2016.

BACKGROUND: DRPA’s existing Commercial Automobile Liability will expire December 31, 2015.

The expiring policy provides a combined single limit of $1 million for any accident or loss (no aggregate), and also provides an Uninsured/Underinsured Motorist limit of $35,000 per occurrence. The policy will continue not to provide any Comprehensive or Collision damage coverage to any of the Authority’s power units. SUMMARY STATEMENT -2- Renewal of DRPA/PATCO Finance 10/14/2015 Commercial Automobile Liability Policy

The Authority continues to self-insure all physical damage on all owned and insured power units and trailers.

With the exception of the coverage for Garagekeepers’ liability, there are no deductibles. The Garagekeepers’ liability coverage includes a $1,000 deductible for comprehensive coverage (e.g., fire, theft, glass breakage) for any vehicles in the “care, custody, and control” of the DRPA while located on the two designated impound lots) and a $1,000 deductible for collision coverage of any vehicles while in the “care, custody, and control” of the DRPA in designated impound lots. There is a maximum deductible of $5,000 for both the comprehensive and collision coverage only (e.g., if one event were to cause damage to 10 vehicles), the maximum deductible of $5,000 would apply.

Under the policy, the DRPA is not subject to any deductibles under the Bodily Injury and Property Damage coverages. The expiring policy provides a combined single limit of $1 million for any accident or loss (no aggregate). The policy also provides an Uninsured/Underinsured Motorist limit of $35,000 per occurrence.

The 12/31/2014–12/31/2015 premium for the Commercial Automobile Liability Policy was $561,434 based on 244 power units.

TSIB has presented the following renewal option for our consideration: o Liberty Mutual has proposed a renewal quote for the annual policy term 12/31/2015-12/31/2016 for an estimated premium of $499,000 (NJ PLIGA tax TBD). This is a savings of $62,434 from the current premium or an 11.12% decrease in premium. The renewal quote is based on 244 power units, the same number of power units as last year.

o Selective Insurance Company has proposed a quote for the annual policy term 12/31/2015-12/31/2016 for an estimated premium of $493,000 (NJ PLIGA tax TBD). This is a savings of $68,434 from the current premium or a 12.18% decrease in premium. SUMMARY STATEMENT -3- Renewal of DRPA/PATCO Finance 10/14/2015 Commercial Automobile Liability Policy

Selective Insurance Company was the Authority’s former Commercial Automobile Liability insurance company (August 1, 2011-December 31, 2012), which was placed by the broker, Willis of NJ Inc. DRPA-12-066 appointed Aon as the broker of record in 2012. Aon did not represent Selective Insurance Company. Selective did not accept Aon’s Broker of Record Letter. Selective declined to issue a renewal quote to the DRPA since Selective is not a direct writer. As a result, Aon placed the Commercial Automobile Liability insurance with Liberty Mutual. TSIB does represent Selective and secured an aggressive quote and coverage form. The Selective policy form provides the same coverage as the current policy but provides several enhancements compared to the expiring policy form with Liberty Mutual:

 Expenses for Bails bonds - $3,000  Loss of earnings - $1,000 per day  Employees as insureds - covers employees who borrow a non- owned auto for either business or personal affairs and provides coverage should DRPA be named in a lawsuit.  Non-ownership extension for public entities – covers “Non-employees” such as elected officials, volunteers, etc. should these individuals operate a non-owned auto in business affairs related to DRPA/PATCO  Care, custody and Control - if a vehicle is being towed, coverage applies to the vehicle under the Garagekeepers form, but extends $1,000 coverage to any property in DRPA/PATCO’s care, custody and control that is located inside that vehicle

The Selective quotation is subject to favorable motor vehicle reports for all Authority licensed drivers. As part of the underwriting process, Selective randomly orders and reviews motor vehicle reports from a sampling of drivers and may request that the Authority exclude drivers not meeting its acceptability criteria. Selective reviewed the Authority’s Fleet Safety policy to compare the differences between each other’s definition of “unacceptable driver”. The DRPA has a more restrictive policy in some respects. Selective’s motor vehicle report acceptability criteria are “guidelines” for determining acceptable drivers. These guidelines are not hard and fast rules and Selective realizes that there are exceptions that need to be made or situations that require or deserve extra consideration. The MVR criteria is to be used as a tool to assist Selective and the SUMMARY STATEMENT -4- Renewal of DRPA/PATCO Finance 10/14/2015 Commercial Automobile Liability Policy

Authority to manage the Authority’s Fleet Safety Program and to help minimize the chance of loss.

This policy term will run concurrently with the Commercial Umbrella Liability Policy Term 12/31/2015 - 12/31/2016.

TSIB recommends that staff accept the renewal option offered by Selective Insurance Company, for the policy term 12/31/2015- 12/31/2016, at an estimated annual premium of $493,000 (NJ PLIGA tax TBD).

SUMMARY: Amount: Approximately $493,000 (NJ PLIGA tax TBD) Source of Funds: Revenue and General Funds Capital Project # N/A Operating Budget: DRPA Risk Mgt. C/E#8 PATCO Admin. C/E Insurance Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: December 31, 2015–December 31, 2016 Other Parties Involved: Turner Surety & Insurance Brokerage and Selective Ins. Company DRPA-15-124 Finance: October 14, 2015 Board Date: October 21, 2015 Renewal of DRPA/PATCO Commercial Automobile Liability Policy

RESOLUTION

RESOLVED: That the Board authorizes staff to accept the proposed renewal premium from Selective Insurance Company for the Commercial Automobile Liability Policy for the policy term 12/31/2015-12/31/2016, at the annual estimated premium of $493,000 (NJ PLIGA tax TBD); and be it further

RESOLVED: That the Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman, Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: Approximately $493,000 (NJ PLIGA tax TBD) Source of Funds: Revenue and General Funds Capital Project # N/A Operating Budget: DRPA Risk Mgt. C/E#8 PATCO Admin. C/E Insurance Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: December 31, 2015–December 31, 2016 Other Parties Involved: Turner Surety & Insurance Brokerage and Selective Insurance Co. SUMMARY STATEMENT

ITEM NO.: DRPA-15-125 SUBJECT: Renewal of DRPA Excess Workers’ Compensation & Employers’ Liability Policy

COMMITTEE: Finance

COMMITTEE MEETING DATE: October 14, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board authorizes staff to bind the renewal of the DRPA Excess Workers’ Compensation insurance policy. This policy is placed by our Broker/Consultant, Turner Surety & Insurance Brokerage (TSIB).

Pursuant to DRPA-15-062, TSIB is paid a fixed annual service fee not-to-exceed $141,000 payable in quarterly installments. Therefore, the proposed policy premium is net of commission. Pursuant to the terms of the Broker/Consultant Service Agreement, TSIB understands that no commissions shall be paid on any insurance policies placed on DRPA’s behalf.

TSIB marketed the DRPA’s Excess Workers’ Compensation insurance policy to several insurance companies to secure the most competitive premium.

TSIB marketed the coverage to the following carriers:

• Safety National Casualty Corp - quoted $135,144 (incumbent) • Arch - declined due to DRPA exposures • Midwest Employers - declined, could not compete against current rate

PURPOSE: The Excess Workers’ Compensation policy is designed to provide statutory benefits to DRPA’s employees in Pennsylvania and New Jersey who are injured or become ill within the scope of their employment. The policy reduce DRPA’s exposure to loss from catastrophic incidents in excess of the $1 million Self-Insured Retention for each accident.

BACKGROUND: All Workers’ Compensation claims at DRPA are self-insured up to the first $1 million. Claims that exceed $1 million are payable under DRPA’s Excess Workers’ Compensation & Employers’ Liability insurance policy by the insurance company. The Excess Workers’ Compensation policy provides coverage for DRPA employees who work in our NJ and PA facilities. The policy provides a specific loss limit of $25 million each accident, plus a $1 million Employers’ Liability Limit, both subject to a $1 million self-insured retention. DRPA’s current Excess Workers’ Compensation & Employers’ Liability Policy will expire December 31, 2015. SUMMARY STATEMENT - 2 - Renewal of DRPA Excess Workers Finance 10/14/2015 Workers’ Compensation & Employers’ Liability Policy

The current premium for the $25,000,000 per occurrence maximum limit of indemnity for the policy term 12/31/2014-12/31/2015 is $138,680 (including TRIA) based upon a total payroll of $40,034,698. The policy is auditable upon expiration.

Last year, Safety National proposed a 10% pure rate increase ($12,571) advising several driving factors for the double-digit rate increase as:  Medical inflation  Prescription drug cost  Comorbidity, obesity and  Current interest rates

The current market average is approximately a 3.7% pure rate increase for 2016 Excess Workers’ Compensation renewals. For the renewal term, Safety National has proposed a 1.9% pure rate increase. The proposed rate per hundred of payroll would increase from $0.3464 to $0.3530. The 1.9% rate increase is largely due to medical inflation. Another contributing factor is low investment returns from low-yielding bonds.

The renewal quotation is subject to the following: 1) Quote is subject to receipt and underwriting review of updated loss information (valued within 90 days of effective date) to be received prior to or upon binding coverage; 2) Subject to receipt, review and acceptance of information requested in SNCC's Employee Concentration Information application form prior to binding; and 3) Subject to receipt of payroll projections for 2016

TSIB recommends that staff accept the renewal option offered by the incumbent, Safety National Casualty Corporation, for the policy term 12/31/2015-12/31/2016, at an estimated annual premium of $135,144 (including TRIA) based on an annual estimated payroll of $38,284,486 (which is the audited payroll figure from 12/31/13-12/31/14). This policy is auditable upon expiration. SUMMARY STATEMENT - 3 - Renewal of DRPA Excess Workers Finance 10/14/2015 Workers’ Compensation & Employers’ Liability Policy

SUMMARY: Amount: Approximately $135,144 (including TRIA) subject to payroll audit upon expiration, which may result in a return premium or an additional premium due. Source of Funds: Revenue Capital Project #: N/A Operating Budget: DRPA Risk Mgt. C/E #8 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: December 31, 2015 – December 31, 2016 Other Parties Involved: Turner Surety & Insurance Brokerage and Safety National Casualty Corporation DRPA-15-125 Finance: October 14, 2015 Board Date: October 21, 2015 Renewal of DRPA Excess Workers’ Compensation & Employers’ Liability Policy RESOLUTION

RESOLVED: That the Board authorizes staff to accept the renewal premium from incumbent, Safety National Casualty Corporation, for the DRPA Excess Workers’ Compensation & Employers’ Liability Policy for the policy term 12/31/2015 – 12/31/2016, at an estimated annual premium of $135,144 (including TRIA), which represents an increase of approximately 1.9% over the expiring rate per hundred of payroll as a result of a pure rate increase; and be it further

RESOLVED: That the estimated annual premium will be $135,144 (including TRIA) and is subject to a payroll audit upon expiration, which may result in a return premium or an additional premium due; and be it further

RESOLVED: That the Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: Approximately $135,144 (including TRIA) subject to payroll audit upon expiration, which may result in a return premium or an additional premium due. Source of Funds: Revenue Capital Project #: N/A Operating Budget: DRPA Risk Mgt. C/E #8 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: December 31, 2015 – December 31, 2016 Other Parties Involved: Turner Surety & Insurance Brokerage and Safety National Casualty Corporation SUMMARY STATEMENT

ITEM NO.: DRPA-15-126 SUBJECT: Renewal of DRPA/PATCO Commercial Umbrella Liability Policy

COMMITTEE: Finance

COMMITTEE MEETING DATE: October 14, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board authorizes staff to bind the renewal of the Authority’s Commercial Umbrella Liability Policy. This policy is placed by our Broker/Consultant, Turner Surety & Insurance Brokerage (TSIB). TSIB does not represent National Fire & Marine on a direct basis. Therefore, DRPA issued a Broker of Record letter for TSIB to access National Fire & Marine via the wholesale broker, AmWins of Satellite Beach, FL.

Pursuant to DRPA-15-062, TSIB is paid a fixed annual service fee not-to- exceed $141,000 payable in quarterly installments. AmWins and National Fire & Marine Insurance Company processed the Broker of Record Letter NET of any income including commission, or any contingent, supplemental or other forms of additional compensation to TSIB. AmWins will receive a $7,000 commission payment from National Fire and Marine, as the wholesale broker placing this policy for TSIB on behalf of DRPA. AmWins will not pay any additional income to TSIB, including commission, or any contingent, supplemental or other forms of additional compensation for the placement of the Commercial Umbrella Liability renewal policy.

Therefore, the proposed policy premium is net of commission to TSIB. Pursuant to the terms of the Broker/Consultant Service Agreement, TSIB understands that no commissions shall be paid to TSIB on any insurance policies placed on DRPA’s behalf.

TSIB marketed the Authority’s Commercial Umbrella policy to several insurance companies to secure the most competitive premium.

TSIB marketed the coverage to the following carriers:  Admiral - declined, risk type  AWAC - indication was +$275,000  Guilford - indication was +$200,000  James River - declined, cannot compete  Kinsdale - declined, fleet size SUMMARY STATEMENT -2- Renewal of DRPA/PATCO Finance 10/14/2015 Commercial Umbrella Liability Policy ______

 Markel - declined due to bridge/rail exposures  RLI - declined, fleet size  RSUI - indication was over $300,000  Scottsdale - declined, cannot compete  Starr - declined, no appetite for this risk  Torus - declined, size of risk

PURPOSE: ThispolicyseekstoreducetheDRPA’sexposuretolossbyprovidingUmbrella liabilitycoverageoverthefollowingunderlyingpolicies: (1)GeneralLiability; (2) Commercial Automobile Liability; and (3) Part 2 of Worker’s Compensation, Employers Liability (over both DRPA & PATCO policies).

BACKGROUND: The Umbrella policy with National Fire & Marine extends the limits of the threeunderlyingliabilitypolicies(GeneralLiability,AutomobileLiability,and Employers’ Liability). The National Fire & Marine Umbrella Policy is designed to fill coverage gaps by providing primary coverage. The expiring premium for the policy term 12/31/2014 to 12/31/2015 is $140,000 (including TRIA). NJ PLIGA tax is not applicable.

TSIB has presented the following renewal option for our consideration:

o The proposed annual premium from National Fire & Marine Insurance Company, will be approximately $148,990 (including TRIA) for the 12/31/2015-12/31/2016 policy term. This is an increase of $8,990 or a 6.42% increase over the current premium. TSIB advises that the coverage terms and conditions are the same as expiring.

TSIB advises that the increase in premium from $140,000 to $148,990 ($8,990) is due to the following factors:

o Higher underlying policy premiums as a result of increased policy exposures such as acreage, square footage and payroll;

o AmWins, the wholesale broker, will receive a commission of $7,000 from National Fire & Marine Insurance Company for the placement of this policy.

The net effect of the increased exposures of the underlying policies coupled with the $7,000 commission payment to AmWins from National SUMMARY STATEMENT -3- Renewal of DRPA/PATCO Finance 10/14/2015 Commercial Umbrella Liability Policy ______

Fire & Marine is a 6.42% increase in premium or an increase of $8,990 over the expiring policy.

The renewal quotation is subject to National Fire & Marine receiving and approving the following information, which TSIB will monitor for compliance, within 30 days of the effective date, except as otherwise stated:

o Review and approval of the policy forms from the three (3) underlying insurance policies prior to the effective date of 12/31/2015;

o Confirmation that underlying carriers have an A.M. Best rating of A-(VII) or better; and

o Copies of the underlying policies within 60 days of the effective date of 12/31/2015

TSIB recommends that staff accept the proposed renewal quote for the Commercial Umbrella Liability Policy for the policy term 12/31/2015 - 12/31/2016, at an estimated annual premium of $148,990 (including TRIA) with National Fire & Marine Insurance Company.

SUMMARY: Amount: Approximately $148,990 (Including TRIA) Source of Funds: Revenue and General Funds Capital Project #: N/A Operating Budget: DRPA Risk Mgt. C/E #8 PATCO Admin. C/E Insurance & Claims Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 12/31/2015-12/31/2016 Other Parties Involved: Turner Surety & Insurance Brokerage, AmWins and National Fire & Marine Insurance Company DRPA-15-126 Finance: October 14, 2015 Board Date: October 21, 2015 Renewal of DRPA/PATCO Commercial Umbrella Liability Policy

RESOLUTION

RESOLVED: That the Board authorizes staff to accept the proposed renewal quote from National Fire & Marine Insurance Company, for the Commercial Umbrella Insurance Policy for the policy term December 31, 2015 - December 31, 2016, at an estimated annual premium of $148,990 (including TRIA) which represents an increase of approximately 6.42% or $8,990 as a result of higher underlying exposures thereby increasing the underlying policy premiums and authorizes AmWins, the wholesale broker, will receive a commission of $7,000 from National Fire & Marine Insurance Company for the placement of this policy; and be it further

RESOLVED: That the board authorizes TSIB to access National Fire & Marine via the wholesale broker, AmWins of Satellite Beach, FL, and that the proposed renewal quote is NET of any income including commission, or any contingent, supplemental or other forms of additional compensation to TSIB. AmWins will receive $7,000 in commission from National Fire and Marine, but will not pay any additional income to TSIB, including commission, or any contingent, supplemental or other forms of additional compensation; and be it further.

RESOLVED: That the Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman, Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA. SUMMARY: Amount: Approximately $148,990 (Including TRIA) Source of Funds: Revenue & General Funds Capital Project#: N/A Operating Budget: DRPA Risk Mgt. C/E #8 PATCO Admin. C/E Insurance & Claims Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: December 31, 2015-December 31, 2016 Other Parties Involved: Turner Surety & Insurance Brokerage, AmWins and National Fire & Marine Insurance Company SUMMARY STATEMENT

ITEM NO.: DRPA-15-127 SUBJECT: Renewal of DRPA/PATCO Crime Policy

COMMITTEE: Finance

COMMITTEE MEETING DATE: October 14, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board authorizes staff to bind the renewal of the DRPA/PATCO Crime insurance policy. This policy is placed by our Broker/Consultant, Turner Surety & Insurance Brokerage (TSIB).

Pursuant to DRPA-15-062, TSIB is paid a fixed annual service fee of not-to-exceed $141,000 payable in quarterly installments. Pursuant to the terms of the Broker/Consultant Service Agreement, TSIB understands that no commissions shall be paid on any insurance policies placed on DRPA’s behalf. Therefore, the proposed policy premium is net of commission.

TSIB marketed the Authority’s Crime policy to several insurance companies to secure the most competitive premium.

TSIB marketed the coverage to the following carriers:  Zurich - quoted $36,728 (incumbent)  AIG - declined, not enough time to quote

PURPOSE: To reduce the DRPA’s exposure to loss by insuring against Employee Dishonesty, Forgery or Alteration, Theft, Disappearance and Destruction, Robbery and Safe Burglary, Computer Fraud/Wire Transfer, Money Order and Counterfeit Currency and Credit Card Forgery.

BACKGROUND: The Authority’s existing three-year Crime policy will expire December 31, 2015. The policy provides a single loss limit of $15 million each for Employee Dishonesty, Forgery or Alteration, Theft, Disappearance and Destruction, Robbery and Safe Burglary, and Computer Fraud and Wire Transfer, all subject to a $250,000 deductible. The policy has a separate $1,000 deductible for Money Orders and Counterfeit Currency and Credit Card Forgery. There are no aggregate loss limits. The current three-year Crime policy is billed on annual installments of $36,564 ($109,692 three-year term premium). SUMMARY STATEMENT -2- Renewal of DRPA/PATCO Crime Policy Finance: 10/14/2015

After gathering information from the Finance, HRS, and the Legal departments, staff submitted a completed but unsigned Zurich application to TSIB as part of the renewal underwriting process. TSIB has secured a renewal proposal from Zurich offering another three-year policy term, for the same terms and conditions as expiring and billed on annual installments. The three-year renewal premium will be $110,184 including NJ PLIGA tax, (an increase of $492) from expiring.

Zurich will require the previously submitted application to be dated and signed by the CEO. The proposed renewal premium is strictly conditional upon no material changes in the previously submitted application (and attachments) occurring between 9/21/2015 (the date of the quote) and 12/31/2015, the effective date of the proposed policy. In the event of any change in risk, Zurich may in its sole discretion, whether or not this renewal premium has been already accepted by the Authority, may modify and/or withdraw their renewal quotation.

TSIB recommends that staff accept the renewal quote offered by incumbent, Zurich American, for the three-year policy term 12/31/2015- 12/31/2018, at the three-year estimated premium of $110,184, payable in annual installments of $36,728.

SUMMARY: Amount: 3-year approximate premium $110,184 (including NJ PLIGA tax); Payable in annual installments of $36,728 Source of Funds: Revenue and General Funds Capital Project #: N/A Operating Budget: DRPA Risk Mgt. C/E #8 PATCO Admin. C/E Insurance & Claims Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: December 31, 2015-December 31, 2018 Other Parties Involved: Turner Surety & Insurance Brokerage and Zurich American DRPA-15-127 Finance: October 14, 2015 Board Date: October 21, 2015 Renewal of DRPA/PATCO Crime Policy

RESOLUTION

RESOLVED: That the Board authorizes staff to accept the renewal premium from incumbent, Zurich American Insurance Company, for the Crime policy for the policy term December 31, 2015-December 31, 2018, at an estimated three-year premium of $110,184, including the NJ PLIGA tax) payable in annual installments of $36,728; and be it further

RESOLVED: That the Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: 3-year approximate premium $110,184 (including the NJ PLIGA tax); payable in annual installments of $36,728 Source of Funds: Revenue and General Funds Capital Project #: N/A OperatingBudget: DRPARiskMgt.C/E#8–TBD PATCO Admin. C/E Insurance & Claims - TBD Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 12/31/2015 – 12/31/2018 Other Parties Involved: Turner Surety & Insurance Brokerage and Zurich American SUMMARY STATEMENT

ITEM NO.: DRPA-15-128 SUBJECT: Renewal of DRPA/PATCO Claims Made Excess Liability Insurance Policy

COMMITTEE: Finance

COMMITTEE MEETING DATE: October 14, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board authorizes staff to bind the renewal of the DRPA/PATCO Claims Made Excess Liability insurance policy. This policy is placed by our Broker/Consultant, Turner Surety & Insurance Brokerage (TSIB).

Pursuant to DRPA-15-062, TSIB is paid a fixed annual service fee of not-to- exceed $141,000 payable in quarterly installments. Pursuant to the terms of the Broker/Consultant Service Agreement, TSIB understands that no commissions shall be paid on any insurance policies placed on DRPA’s behalf. Therefore, the proposed policy premium is net of commission.

In 2014, the former broker marketed the policy to the following carriers:

• Lexington - quoted $872,370, includes TRIA (incumbent) • Zurich - has expressed interest in quoting but did not respond by the due date • XL Insurance - no response • Gemini - declined due to bridge exposure • Liberty Mutual - declined due to size of risk • Swiss Re - declined, cannot be competitive with current pricing, terms and conditions •ACE - declined due to bridge and rail exposures

PURPOSE: To renew the required property and casualty insurances to reduce the DRPA’s exposure to loss and to insure against liability.

BACKGROUND: The Claims Made Excess Liability policy is a third-party liability policy that provides coverage to DRPA and PATCO for losses by reason of liability imposed by law or assumed under contract for claims involving bodily injury, personal injury, property damage or advertising injury. The current carrier is Lexington Insurance Company. The policy limits for the expiring Claims Made Excess Liability policy is $25 million each accident/aggregate, subject to a $5 million self-insured retention.

The Authority’s existing Claims Made Excess Liability policy will expire December 31, 2015. The 12/31/2014–12/31/2015 premium for the Claims Made Excess Liability Policy is $872,370 (including TRIA). SUMMARY STATEMENT Renewal of DRPA/PATCO Claims Made Finance Committee 10/14/2015 Excess Liability Insurance

TSIB advises that due to the increase in the exposure basis in two of the underlying policies, (see below), the overall impact in the renewal premium is a 2.4% increase or $21,076 over the expiring premium. The 2.4% increase is attributed to exposure increases, thereby increasing the underlying policy premiums and does not reflect any negative claims experience.

Policy Term 2014-2015 2015- 2016 Operating Revenue $330 million $333 million PATCO Payroll $18.2 million $19.2 million

Lexington has proposed an estimated renewal quote of $893,466 (including TRIA) for the policy term of 12/31/2015 to 12/31/2016.

The renewal quote is subject to receipt, review and acceptance of copies of the 2015 audited financials or annual report, when available.

TSIB recommends that staff accept the renewal quote offered by incumbent, Lexington Insurance Company for the policy term 12/31/2015-12/31/2016, at an estimated annual premium of $893,466 (including TRIA).

SUMMARY: Amount: Approximately $893,466 (Including TRIA) Source of Funds: Revenue Fund and General Fund (PATCO portion) Capital Project #: N/A Operating Budget: DRPA Risk Mgt. C/E #8 PATCO Admin. C/E Insurance & Claims Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: December 31, 2015-December 31, 2016 Other Parties Involved: Turner Surety & Insurance Brokerage and Lexington Insurance Company DRPA-15-128 Finance: October 14, 2015 Board Date: October 21, 2015 Renewal of DRPA/PATCO Claims Made Excess Liability Insurance

RESOLUTION

RESOLVED: That the Board authorizes staff to accept the renewal premium from the incumbent carrier, Lexington Insurance Company, for the Claims Made Excess Liability policy for the policy term December 31, 2015 – December 31, 2016, an estimated annual premium quote of $893,466 (including TRIA) which represents an increase of approximately 2.4% or $21,076 as a result of higher underlying exposures thereby increasing the underlying policy premiums; and be it further

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: Approximately $893,466 (Including TRIA) Source of Funds: Revenue Fund and General Fund (PATCO portion) Capital Project #: N/A Operating Budget: DRPA Risk Mgt. C/E #8 PATCO Admin. C/E Insurance & Claims Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: December 31, 2015-December 31, 2016 Other Parties Involved: Turner Surety & Insurance Brokerage and Lexington Insurance Company AUDIT 1 DELAWARE RIVER PORT AUTHORITY

2 Audit Committee Meeting

3

4 One Port Center 2 Riverside Drive 5 Camden, New Jersey

6 Wednesday, October 14, 2015

7 Committee Members:

8 Ryan Boyer, DRPA/PATCO Board Chairman Eugene DePasquale, Audit Committee Chairman 9 (via phone) Ricardo Taylor, Audit Committee Vice Chairman 10 Marian Moskowitz Charles Fentress 11 Rohan Hepkins

12 Others Present:

13 Tyler Yingling, Assistant Counsel, New Jersey Governor's Authorities Unit 14 David Dix, Assistant to Chairman Boyer (via telephone) Chelsea Guzowski, Director of Economic and 15 Strategic Initiatives, Pennsylvania Office of the Budget 16 Stephanie Kosta, Esq., Duane Morris, (Pennsylvania Counsel 17 DRPA/PATCO Staff: 18 John Hanson, Chief Executive Officer 19 Raymond J. Santarelli, General Counsel & Corporate Secretary 20 Kristen K. Mayock, Deputy General Counsel Stephen Holden, Deputy General Counsel 21 James White, Chief Financial Officer Kyle Anderson, Director of Corporate Communications 22 Kathleen P. Vandy, Assistant General Counsel Toni Brown, Chief Administrative Officer David Gentile, Inspector General

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1 John Rink, General Manager, PATCO

2 Bennett Cornelius, Assistant General Manager, PATCO Elizabeth McGee, Acting Records Manager 3

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 3

1 INDEX

2 Page

3 Roll Call 4

4 Open Session 5

5 Update from Inspector General:

6 Final Draft from TransTech Management, Inc., 6 Re: PATCO Management Audit 7 IT Compliance Specialist 8 (SS&R presented by Toni Brown) 7

9 Update from Inspector General (cont’d):

10 Bridge Operations Management Audit 11

11 RFP - Risk Assessment 12

12 Key Enterprise Projects (Pending & Planned)

13 DRPA & PATCO Threat & Vulnerability Assessment 20 14 Disaster Recovery/Business Continuity 15 Planning 22

16 Organizational Structure & Resource Allocation Study 22 17 Enterprise Strategic Plan 23 18 Update from Outside Counsel: 19 Audit Committee Charter 33 20 Ethics Policy (SS&R) 21 Executive Session/Adjournment 37 22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 4

1 PROCEEDINGS

2 (10:39 a.m.)

3 CHAIRMAN DePASQUALE: I'd like to call the

4 meeting of the Audit Committee of the Delaware River

5 Port Authority to order and ask the corporate

6 secretary to take the roll.

7 MR. SANTARELLI: Thank you. General

8 DePasquale?

9 CHAIRMAN DePASQUALE: Here.

10 MR. SANTARELLI: Vice Chairman Taylor?

11 VICE CHAIRMAN TAYLOR: Here.

12 MR. SANTARELLI: Commissioner Moskowitz?

13 COMMISSIONER MOSKOWITZ: Here.

14 MR. SANTARELLI: Commissioner Fentress?

15 COMMISSIONER FENTRESS: Here.

16 MR. SANTARELLI: Commissioner Haider? And

17 Commissioner Sweeney notified us he won't be able to

18 attend. We have a quorum.

19 CHAIRMAN DePASQUALE: Okay, thank you.

20 MR. SANTARELLI: I'm sorry. Commissioner

21 Hepkins has joined us. Did I get everybody else?

22 Okay.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 5

1 CHAIRMAN DePASQUALE: Okay, great. Thank you.

2 There are three items for open session. The first

3 item is an update from outside counsel regarding two

4 matters, the Audit Committee Charter and the Ethics

5 Policy. So, outside counsel, do you want to give us

6 those updates, please?

7 MS. MAYOCK: We don't have outside counsel

8 present, General. I believe Stephanie Kosta is

9 calling in. I told her we needed 15 minutes, but we

10 were available much sooner than that. I texted her to

11 let her know we're ready now, but perhaps we can hold

12 that.

13 CHAIRMAN DePASQUALE: I will move to the next

14 item. The second item is an update from the Inspector

15 General regarding four matters: final draft from the

16 TransTech Management, PATCO Management Audit; Bridge

17 Operations Management Audit; RFP for Risk Management;

18 and the key enterprise projects that includes DRPA and

19 PATCO Threat and Vulnerability Assessment. So,

20 Mr. Gentile, fire away.

21 MR. GENTILE: Good morning, General.

22 CHAIRMAN DePASQUALE: Good morning.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 6

1 MR. GENTILE: Good morning, Mr. Chairman.

2 BOARD CHAIRMAN BOYER: Good morning.

3 MR. GENTILE: It's a pleasure to have you here

4 with us today, Commissioners, Mr. Hanson, and

5 colleagues.

6 On Wednesday the 7th, we met with the project

7 managers from TransTech to review their management

8 study. They gave us a very, very comprehensive

9 overview of their final draft report. On Thursday the

10 8th, the same representatives from TransTech met with

11 management and related personnel at PATCO, again to

12 review the PATCO Management Audit.

13 On the 16th of this month, we will have a

14 closeout discussion, a collaborative discussion with

15 the CEO involved also. PATCO has sufficient time to

16 respond to many of the recommendations that were

17 entailed in that management audit.

18 I must say that in the number of hours I spent

19 with them, I was very impressed with their product,

20 with their professionalism, and the manner in which

21 they comported themselves, especially the timing and

22 the overall schedule that was adhered to once this

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 7

1 particular management audit was undertaken. I've got

2 great regard for what they have done and the

3 recommendations that have ensued.

4 So, after the closeout meeting on the 16th,

5 we'll be prepared at our November Audit Committee

6 meeting to have those representatives here to make a

7 formal presentation to the Audit Committee and our

8 other colleagues who will be in attendance.

9 That's all I have on that, General.

10 CHAIRMAN DePASQUALE: Great, thank you. Any

11 questions for Mr. Gentile? If not, I'm going to go to

12 the third item, which is the IT Compliance Specialist

13 position. Ms. Brown?

14 MS. BROWN: Okay. In an effort to support the

15 Office of Inspector General by providing additional

16 audit consultative and investigation services, the

17 Inspector General has recommended the creation of a

18 new position titled IT Compliance Specialist. The

19 Inspector General worked closely with Human Resource

20 Services to develop a job description which outlines

21 the position's purpose, the essential duties and

22 responsibilities for the position, and the minimum

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 8

1 required and desired education and experience.

2 In keeping with our established process and

3 after getting prior approval from the chief executive

4 officer, we were authorized to send a draft job

5 specification out to our compensation consultant, CCI.

6 They evaluated the position and came back with a

7 recommendation that the position be placed at a

8 Grade 10, which has a minimum salary of $55,499, up to

9 a maximum of $83,249. This is based on a market value

10 survey study.

11 Now, staff is seeking Board authorization to

12 create this new position and, if approved, the

13 position would report to the Inspector General. I can

14 certainly answer any questions regarding the process,

15 and any questions regarding the substance of the

16 position would be directed to the Inspector General.

17 MR. HANSON: I just want to add that although

18 this is a new position, it's not a new head in the

19 Inspector General's Office, so it's relatively budget-

20 neutral. He is doing away with one position and

21 adding this instead -- to sort of round out his vision

22 of the office, and I am supportive of that action.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 9

1 CHAIRMAN DePASQUALE: If there are no

2 questions for Toni, I'm going to go back. I think I

3 cut Mr. Gentile off on Items 2 through 4. So,

4 Mr. Gentile, if you want to go back and pick up where

5 I unfortunately cut you off.

6 MR. GENTILE: I would, General, thank you.

7 But I first would like to thank Ms. Brown and her team

8 for their support in putting this job specification

9 together. I believe that the position as outlined

10 will play a very, very formidable role in our agenda

11 going forward in 2016.

12 The professional that we choose will have

13 multiple responsibilities working in collaboration

14 with our auditors, but also working in collaboration

15 with our other department personnel throughout the

16 Authority. We'll be testing internal controls across

17 the entire DRPA infrastructure and databases, as well

18 as our key business processes. So, I don't see this

19 as a normal audit procedure. I see it as an oversight

20 opportunity, but also a collaborative opportunity for

21 us to work with our colleagues, especially our IT

22 Department, as we move forward on some of the key

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 10

1 processes that we are looking to undertake in 2016.

2 So, once again, I want to thank Toni Brown and

3 the HR Department for their support, and our CEO for

4 his support, for the creation and implementation of

5 this position.

6 Now, General, could I return to --

7 MR. SANTARELLI: Excuse me. I'm sorry.

8 General, before you get off of this, there is an SS&R

9 in the packet that we would need to move forward to

10 the Board on this position. I don't know if Ms. Brown

11 wanted to present that?

12 MS. BROWN: Yes.

13 MR. SANTARELLI: We'll do that now.

14 MS. BROWN: That would be a presentation.

15 MR. SANTARELLI: While we're on topic, before

16 we move on.

17 CHAIRMAN DePASQUALE: That's fine, yes, let's

18 do it now. Ms. Brown?

19 MS. BROWN: Yes. Staff is seeking

20 authorization from the Audit Committee to accept the

21 proposal or the recommendation from CCI Consultants to

22 create this new position at a Grade 10. And we would

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 11

1 like to take it before the Board and get authorization

2 to create the new position.

3 CHAIRMAN DePASQUALE: Any questions for

4 Ms. Brown on that? If not, I will entertain a motion

5 to accept that recommendation and move it to the

6 Board.

7 BOARD CHAIRMAN BOYER: Move the motion.

8 VICE CHAIRMAN TAYLOR: Second.

9 CHAIRMAN DePASQUALE: Are there any negative

10 votes? Hearing none, the committee has approved it,

11 and it will go to the Board for consideration.

12 MS. BROWN: Thank you.

13 CHAIRMAN DePASQUALE: Thank you.

14 MR. GENTILE: General, with your permission,

15 we'd like to move onto the next topic of the Bridge

16 Operations Management Audit.

17 CHAIRMAN DePASQUALE: Absolutely, please do.

18 MR. GENTILE: As I indicated earlier, we are

19 just completing the PATCO Management Audit for

20 presentation at next month's Audit Committee meeting.

21 On October the 19th, I'll be meeting with Dan Auletto

22 to begin the framework for our next management audit,

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1 which will be our Bridge Operations Audit.

2 Now, I intend to take responsibility for the

3 development of this particular management audit. Of

4 course, my staff will be working with me. But, of

5 course, we will also be working very closely with

6 staff here at the Authority so that the framework that

7 we outline, the scope of work that we identify and

8 delineate will be consistent with our expectations.

9 This initial meeting will occur on the 19th, with

10 Mr. Auletto and myself. I'll be prepared at the

11 November meeting to provide additional details as to

12 what the next management audit will entail, probably

13 beginning sometime in February of 2016.

14 I have nothing more.

15 CHAIRMAN DePASQUALE: Any questions? Hearing

16 none, go to the next item.

17 MR. GENTILE: The next item is the RFP Risk

18 Assessment. This will be the heart and soul of our

19 department's agenda and orientation in 2016. I am

20 very excited about what we are going to be doing with

21 this RFP. I hope that everyone has received a copy

22 that we forwarded a month ago and then subsequently

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 13

1 several weeks ago.

2 It's already up on our intranet. We have

3 already had a number of responses, and I do expect

4 there will be a number of consultants that will want

5 to work with us on this risk assessment.

6 BOARD CHAIRMAN BOYER: What kind of risks,

7 Dave, if you don't mind me asking? I didn't have the

8 benefit of reading the whole RFP, I'm sorry. And Ray

9 didn't give me the executive summary.

10 (Laughter)

11 MR. GENTILE: I'd be happy to do that,

12 Mr. Chairman. This will give us an opportunity to

13 turn away from some of these mini audits that

14 historically the Inspector General’s Office has

15 engaged in. My perception of this and the philosophy

16 that I bring to this type of proposal involves working

17 directly with our departmental personnel throughout

18 the Authority in terms of looking at our strengths and

19 what we are doing in each department, some of our

20 weaknesses, where our internal controls reside or do

21 not reside, what remediation factors we can put into

22 play, how we can create additional value creation,

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 14

1 what's driving disproportionate gains or losses with

2 each department, minimizing value losses, and

3 basically facilitating strategic and operational

4 decision making.

5 So what this does, Mr. Chairman and

6 commissioners, is give us an opportunity not to sit on

7 a porch somewhere waiting for somebody to do something

8 wrong. It gives us an opportunity to engage with our

9 colleagues, to work with them with regard to what this

10 risk proposal recommends and is intended to do. I

11 feel philosophically and operationally that it'll have

12 significant merit attached to it and will coincide

13 with the enterprise strategic plan that's also being

14 planned for this Authority in 2016.

15 BOARD CHAIRMAN BOYER: Do you envision this to

16 have some best practices so that we can just put best

17 practices in each department; say “look, this is the

18 best way that we think you should do it,” so if they

19 go by those best practices we prevent some of the log

20 jams that we've had in the past?

21 MR. GENTILE: Absolutely, Mr. Chairman. There

22 was a quote that I used at our last meeting when I

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 15

1 first brought this up where I stated that there is a

2 direct relationship between what the DRPA hopes to

3 achieve and Enterprise Risk Management, which

4 represents what is needed to achieve those desired

5 outcomes. So, if we use the term “best practices,” I

6 think there's a number of euphemisms that we can use,

7 and certainly that is one of them.

8 BOARD CHAIRMAN BOYER: I want to say risk

9 management, that's scary, risk, any risk.

10 MR. GENTILE: Well, generally, a traditional

11 risk assessment of this nature would be looking at the

12 system of internal controls, testing and evaluating

13 the system of internal controls.

14 BOARD CHAIRMAN BOYER: So both audit the

15 numbers and the guy putting the money --

16 MR. GENTILE: Right. And to make sure that's

17 based on the controls in place, to evaluate the risk

18 of some type of mistake or material mistake. And

19 that, I think, is a tremendous idea, a tremendous

20 undertaking. I'm a little concerned at the suggestion

21 of facilitating strategic decision making, because

22 there is a line that we have to respect regarding the

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 16

1 independence of the Inspector General, and being

2 involved in policy making or decision making would

3 impair the independence of the department and the

4 Inspector General, and we just have to be careful to

5 respect that.

6 VICE CHAIRMAN TAYLOR: That was going to be my

7 point. The fact that if the Inspector General is a

8 part of that process, being then able to look at it

9 from the other side with his position, how do you --

10 That's where I'm a little confused. Would it not be

11 better left in the hands of the way we've done it and

12 have you review it?

13 BOARD CHAIRMAN BOYER: Yeah, it keeps your

14 autonomy.

15 VICE CHAIRMAN TAYLOR: That's the way I'm

16 thinking, yes.

17 MR. GENTILE: The term I would use,

18 Commissioner Taylor, Mr. Chairman, and Mr. Hanson, in

19 regard to your comments, is that we will be serving as

20 an oversight partner with the company; with whoever it

21 is that we choose through this RFP to be our

22 consultant. But, more importantly, I see our role in

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 17

1 this process as simply being a facilitator.

2 I don't in any way, shape, or form intend to

3 involve the Inspector General's Office in operational

4 decisions over which we should be at arm's length.

5 This is simply a facilitating opportunity for us to

6 make sure that, with our consultant and with our

7 departmental colleagues, that we are moving in the

8 direction that this risk assessment is designed to

9 provide.

10 So I understand the nature of your concern,

11 but I can assure you that I understand the division

12 that exists between what our independent role is and

13 what the role of the CEO, the Board, and the autonomy

14 of our other departments requires. And we will not

15 cross that threshold. But we want to facilitate what

16 this consultant is being brought on board to do, to

17 ensure that we are moving in the direction that the

18 scope of responsibilities that this RFP outlines is

19 being adhered to and followed.

20 BOARD CHAIRMAN BOYER: Could we, Dave --

21 MR. GENTILE: Yes, sir?

22 BOARD CHAIRMAN BOYER: Is there any time

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 18

1 reference? I would like to read it, tweak it maybe.

2 Can just table this for this meeting? Because I'm

3 being completely honest, I was kidding with Ray, I

4 just did not have time to read it. I got it from you,

5 but I would like time to read it, digest it, and if I

6 have any questions, to have those questions with you

7 and not in this open forum. I don't think it's

8 appropriate for me to do that because I'm just not

9 prepared. That's my fault; I'll take that on me.

10 CHAIRMAN DePASQUALE: I think the Chairman

11 raises a good point. Thank you, Chairman.

12 BOARD CHAIRMAN BOYER: Thank you.

13 MR. GENTILE: Well, we can certainly make an

14 adjustment to our project schedule, and if that is

15 what the Chairman wishes.

16 BOARD CHAIRMAN BOYER: So what I'll do is,

17 I'll give you a commitment. I'll read it and I'll

18 come back to you.

19 And, Auditor General, while you're on the

20 phone, I know you have to leave, thank you for working

21 on behalf of the people of Pennsylvania. That article

22 in the newspaper about the school audit was great. I

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 19

1 just had to say that while you were here.

2 CHAIRMAN DePASQUALE: Thank you. We should

3 have a separate discussion about that, what needed to

4 be done to get some change. Let's make sure we talk

5 about that separately.

6 BOARD CHAIRMAN BOYER: Okay.

7 CHAIRMAN DePASQUALE: But thank you for that.

8 VICE CHAIRMAN TAYLOR: I just need a

9 clarification, Chair. Dave, I just want you to go

10 back to that word "facilitate," and we'll certainly

11 look at it closer. But I guess I'm vacillating with

12 that word "facilitate." Normally, facilitate means

13 “to take the initiative of”, and that's how I'm

14 interpreting it. And if I'm wrong, tell me where I

15 am.

16 MR. GENTILE: Maybe I should have used a

17 different word, Commissioner. But as I define

18 facilitate in this process, it's simply to move the

19 process along, consistent with the parameters of the

20 risk assessment. I do not intend to be making

21 decisions for our consultant or in any way impede or

22 intrude on the autonomy of any of our other

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 20

1 departments. I want to work with our consultant to

2 facilitate -- to ensure that the time table we've

3 established is adhered to and that I can facilitate

4 from the standpoint of a cooperative, collaborative

5 endeavor on the part of all of our colleagues.

6 That's all I had on the RFP. Until I hear

7 from you, General.

8 BOARD CHAIRMAN BOYER: I will get back to you,

9 Monday. I'll read it this weekend.

10 CHAIRMAN DePASQUALE: Yeah, I'll let the

11 Chairman review it this weekend, and then when he gets

12 back to you, from my end then we'll be ready to rock

13 and roll.

14 MR. GENTILE: Okay. And, if necessary, we'll

15 make appropriate changes in the overall schedule,

16 should they be needed.

17 CHAIRMAN DePASQUALE: Absolutely. Next up is

18 the Key Enterprise Project.

19 MR. GENTILE: I want to lend my strong support

20 for what we are doing in some of these key enterprise

21 projects. The DRPA and PATCO Threat and Vulnerability

22 Assessment -- I believe there have been four

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1 responses, four outstanding companies. I am going to

2 involve myself to a limited degree with that

3 committee. I will not be recommending selection of any

4 particular consulting company, but I am familiar with

5 several of them; so, whatever input I can afford them,

6 I'll be happy to do so. I will be meeting with them

7 at their next scheduled meeting.

8 BOARD CHAIRMAN BOYER: David, could you repeat

9 that? I'm sorry.

10 MR. GENTILE: Happy to do so. The Threat and

11 Vulnerability Assessment Committee, there is an RFP

12 out. We have four responses to that RFP.

13 BOARD CHAIRMAN BOYER: On the threat and

14 vulnerability?

15 MR. GENTILE: Yes, sir. This is Mr. Venuto's

16 project, and I support it wholeheartedly. When we

17 look at our overall enterprise infrastructure, I think

18 that this RFP addresses all of the concerns associated

19 with some catastrophic failure with regard to our

20 infrastructure. I believe this is a project that I

21 commend the Board, the CEO, and the Engineering

22 Department for their vision with regard to engaging in

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1 this particular project. And as I said, my role will

2 simply be on a limited basis, an advisory role.

3 Again, I have some familiarity in my own background

4 with threat and vulnerability assessments, and I will

5 be meeting with that committee to whatever extent they

6 would like my input.

7 Secondly, the Disaster Recovery and Business

8 Continuity Planning Project -- which is Mr. LaMarca's

9 project -- will probably not be getting underway until

10 January or February of next year. This is where our

11 new Compliance Specialist will help to collaborate

12 with Mr. LaMarca's IT group.

13 I feel that in the instance where we have

14 another catastrophic incident where disaster could

15 occur which could impact our business continuity, I

16 believe that this is something that we absolutely need

17 to look at and have key strategic recommendations in

18 the unlikely event but possible event of a

19 catastrophic event.

20 The third project is the Organizational

21 Structure and Resource Allocation Study that HRS is

22 engaged with. Again, I support wholeheartedly what

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1 they are doing with that study. It has been underway

2 now, I believe, for several months and I think will

3 probably render a number of positive recommendations

4 with regard to positions within the enterprise pay

5 structures, along with other recommendations.

6 The final project is the Enterprise Strategic

7 Plan, which I believe is something that you,

8 Mr. Chairman, have been a strong proponent of.

9 BOARD CHAIRMAN BOYER: Both of them, both of

10 those; the last two you just mentioned were in my

11 committee.

12 MR. GENTILE: Well, I know that Christina

13 Maroney will be overseeing that particular Enterprise

14 Project. That RFP is still in consultation with

15 several other departments but probably will be ready

16 for posting possibly by the end of the year.

17 Now, having said that, again, the role of the

18 Inspector General's Office is, in each of these

19 projects, primarily to assess the quality and

20 consistency of deliverables, similar to what is the

21 case with our PATCO Management Study. Once that

22 management audit is accepted we have a responsibility,

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 24

1 as we have had with regard to the deliverables from

2 TransTech, but also a greater role and responsibility

3 to ensure that the implementation of project findings

4 and recommendations are adhered to. To do a massive

5 undertaking that costs a great deal of money and have

6 that management audit simply shelved without adherence

7 to their multiple recommendations, I think would be

8 something indefensible.

9 So with all of these projects, even though

10 there will be a tangential role on my part with regard

11 to the Bridge Operations Management Project and the

12 Threat and Vulnerability/Business Continuity Project,

13 it's the quality and consistency of the deliverables,

14 and the implementation of project findings and

15 recommendations that becomes the essence of the

16 primary role that our department will play.

17 VICE CHAIRMAN TAYLOR: I just have a question,

18 going back several minutes. When you talked about

19 reviewing and being a part a project or committee, you

20 mentioned that you had some knowledge of these

21 companies, either past dealings or whatever. I guess

22 what worries me is, does that pose a conflict? For

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 25

1 example, if I, as a commissioner, said about a

2 particular company “I've worked with them and I know

3 what they're capable of doing;” does that set up a

4 conflict for me to recommend them? Maybe I'm

5 misinterpreting what you're saying.

6 MR. GENTILE: Well, you raise a very, very

7 good point, Commissioner. It's one that I dwelled on

8 with regard to this Threat and Vulnerability

9 Assessment Project, because of the four responses that

10 we had, I had had dealings with two of them. One of

11 those companies, I had strong concerns about.

12 So, it becomes a critical decision. Do I

13 violate my own sense of independence by stipulating in

14 a committee meeting that I've had problems with this

15 company in the past and that they might want to engage

16 in a little more due diligence and a little additional

17 vetting of this company before they make a final

18 decision?

19 I think I have an obligation to do that. Both

20 in the interest of transparency and in the interest of

21 the integrity of the company we choose to institute

22 what I consider to be an extraordinarily important

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1 enterprise project. But I do understand, Commissioner

2 Taylor, that I have to be somewhat circumspect about

3 the role that I play. I would like to operate in an

4 advisory capacity without trying to maneuver or

5 manipulate the committee down any particular path or

6 with any particular choice.

7 BOARD CHAIRMAN BOYER: I guess that's my --

8 I'm having some cognitive dissonance here, because I

9 fundamentally have very strong feelings on the role of

10 the Board. In knowing the roles of the Board and the

11 Inspector General, I have some strong feelings in the

12 way I think, philosophically that we should go. When

13 you said “assesses the quality of deliverables,” I

14 fundamentally think that that's for the CEO and

15 whoever is running that department. The Board can

16 judge them after they do it, not before they do it;

17 because, if you have two heads, it's a monster, right?

18 And I believe the IG should be very

19 independent, autonomous, and almost -- to an extent --

20 not answerable to anyone but the Board. But when

21 you're involved in the process, then how do you

22 effectively do your job? How do you say “this was

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 27

1 wrong” as opposed to obviously you should have some

2 guidance about do's and some don'ts.

3 I guess philosophically I'm fighting with that

4 statement. I think that's John's job. The role that

5 the Board thought the IG would have, was that of a

6 kind of the umpire, really: “That was a damn ball;

7 that was a strike.” You know what I'm saying? And a

8 consistent umpire, not like the guys last night.

9 However, I guess that when we say that, it may

10 be a philosophical discussion, because I'm hearing it

11 and I trust you implicitly. But anything can happen,

12 and I don't know if I want to give another guy or

13 woman that type of authority on a philosophical basis.

14 MR. HANSON: Chairman, I think that --

15 BOARD CHAIRMAN BOYER: That doesn't make

16 sense?

17 MR. HANSON: No, it makes sense to me. And I

18 have tremendous respect for the Inspector General's

19 knowledge and background. We have a great working

20 relationship. And I have some concerns with some of

21 the things that were said. Perhaps it's just

22 semantics, but when he talks about providing advice

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1 and evaluation in a before-the-fact way, I have some

2 concern that it may not be consistent with the clear

3 guidance that the Association of Inspectors General

4 and associations of internal audit provide for people

5 in audit and inspector general functions.

6 I would say that I welcome the involvement,

7 but in the context of what is permitted and in a way

8 that's consistent with the guidance promulgated by the

9 Institute of Internal Audit and the Association of

10 Inspectors General. I think that's the right approach.

11 MR. GENTILE: John, Mr. Chairman, the

12 reference to deliverables, and if I can allude to the

13 PATCO Management Audit, there were a number of interim

14 reports that they issued well in advance of their

15 final draft. They outlined what they expected to do

16 at key points in this management audit process. So I

17 think since it was a management audit over which --

18 BOARD CHAIRMAN BOYER: Oh, you're just talking

19 about the Management Audit, okay.

20 MR. GENTILE: Yeah, the Management Audit is --

21 the Management Audit and the Financial Audit are

22 clearly in the --

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1 BOARD CHAIRMAN BOYER: Oh, I thought you were

2 talking about -- we don't need -- let's not go down

3 there, right?

4 MR. GENTILE: No, but the same thing is true

5 for some of these enterprise projects in terms of what

6 they are promising to do in the scope of services

7 provided. There will be interim reports that will be

8 issued. And I believe that we have some role to play

9 with regard to oversight, though not necessarily

10 direct involvement.

11 MR. HANSON: I think that the Management Audit

12 and the Financial Audit are audits completely managed

13 by you. I think that we need to be very careful and

14 consult the guidance that I've referenced before to

15 make sure that the integrity of the Office of

16 Inspector General is not compromised by a violation of

17 independence. Because, when you talk about a risk

18 assessment -- which again, in my world as a CPA is

19 primarily an examination of internal controls and the

20 risk associated with them -- one of the most

21 significant internal controls that an organization has

22 is the Internal Audit Department or the Office of

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 30

1 Inspector General. And if we allow that department

2 not to function the way that it's designed, as an

3 instrument of internal control -- that could be a

4 serious issue for us.

5 MR. GENTILE: Well, I don't anticipate any

6 significant conflict ensuing from this. Because, as we

7 get underway with some of these projects, we'll have

8 an opportunity -- either through committee or through

9 the Board or with the CEO -- to discuss what role, if

10 any, that the Inspector General's Office should play

11 with regard to some of these projects.

12 I would also like to underscore for the record

13 that even during the course of the interview process,

14 I believe I stipulated that I bring a little different

15 philosophy to the position of Inspector General than

16 might be the case traditionally in other organizations

17 or governmental entities. I see our role as being

18 much more of a collaborative enterprise than one

19 that's designed specifically for comprehensive

20 auditing. That probably will require a little more of

21 a definition going forward. But, in actuality, it's

22 something that I will be happy to discuss with this

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1 committee, with the Board, with the CEO, with our

2 departmental colleagues to ensure that we're

3 maintaining the integrity of my office, as well as not

4 intruding in the autonomy of the decision-making

5 processes that are relegated to others.

6 BOARD CHAIRMAN BOYER: That's good.

7 MR. GENTILE: All right, I would like to add

8 one final thing associated with these enterprise

9 projects, and that is this: While I strongly support

10 the direction and division that's associated with

11 these key projects, I'm also looking internally at our

12 physical location here at the DRPA in terms of

13 security.

14 I tried to research if we've had any

15 management studies done regarding security operations

16 that are associated with this facility; for example,

17 if we had an active shooter situation develop or

18 evolve or some sort of a terroristic act that was

19 being perpetrated. And, again, I understand the

20 infrastructure with our bridges and PATCO and so

21 forth, but what about at this building? What we have

22 done, what are we doing, what will we do with regard

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1 to a situation that seems to be all-too-common in the

2 work world today, and that's the active shooter and

3 the possibility of a terrorist threat being

4 perpetrated.

5 I don't see anything on the record that I

6 found that meets the concerns associated with what I

7 just outlined.

8 BOARD CHAIRMAN BOYER: I know the CEO and I

9 talked about just those things. And we're not in

10 executive session, so I don't feel comfortable talking

11 about it now. We will wait until we're in executive

12 session, then I can expound upon my thinking about

13 those things. But they are being thought about with

14 our Public Safety Department and that I do welcome

15 your input, as I know your background. But let's not

16 talk about that, that's confidential.

17 MR. GENTILE: 10-4. I just wanted to raise

18 the issue.

19 BOARD CHAIRMAN BOYER: I looked at it as soon

20 as I came in.

21 MR. GENTILE: I have nothing more for the open

22 agenda.

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1 CHAIRMAN DePASQUALE: Thank you. Any more

2 questions for Mr. Gentile? If not, I will ask for a

3 motion to go to executive session.

4 MR. SANTARELLI: Excuse me, General, we do

5 need to do the update from outside counsel on those

6 two items before we go into executive session.

7 CHAIRMAN DePASQUALE: Oh, yes, that was

8 supposed to be 45 minutes ago. Yes, go ahead.

9 MR. SANTARELLI: Ms. Kosta?

10 MS. KOSTA: I'm sorry, General. Stephanie

11 Kosta, Pennsylvania counsel on the phone. I do

12 apologize. There was just a little bit of a hiccup.

13 Neither Pennsylvania counsel nor New Jersey counsel

14 received the agenda for this month. I think that's a

15 function of the computers. And so I am on the line.

16 I understand that New Jersey counsel is not. But,

17 we've been working hand-in-hand with them.

18 An update on the Audit Committee Charter.

19 We've been working with New Jersey counsel to come up

20 with a draft. A draft has been circulated. I'm not

21 sure if we have New Jersey's consent on this draft at

22 this point. And I have not yet heard back comments

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1 from Pennsylvania Commissioners, but we're open on

2 them. This has been a cooperative process.

3 We are, as we spoke about last time, drafting

4 language to include what document from what document,

5 and we're at the point in the charter where it says

6 "if there is a conflict." We worked very hard on the

7 SOP, and because that has everybody's thoughts,

8 considerations, and comments included therein, we are

9 drafting this so that the SOP would trump the Audit

10 Charter if, in fact, there is a conflict.

11 The same concept is going on with the Ethics

12 Policy. We were very close to the end, but, in our

13 final review, we found a couple of things that were of

14 concern in the ethics policy. Although it was last

15 minute, Pennsylvania counsel asked that it be pulled

16 back from consideration. The request was due not to

17 anything that was systemic in the policy, but because

18 when read it with fresh eyes -- when somebody who is

19 not in this tight group that is reviewing the policy

20 looks at it – they could see that one area might

21 conflict with another area.

22 So I had a conversation with the General Counsel

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 35

1 this past week and then forwarded comments onto New

2 Jersey counsel for discussion. We expect that we will

3 have a final document ready for vote at the next Audit

4 Committee – both the Ethics Policy and likely also the

5 Audit Charter. I think that New Jersey counsel would

6 have a better update on the Audit Charter.

7 MR. GENTILE: Ms. Kosta, this is Dave Gentile.

8 The draft of the Audit Committee Charter that was

9 submitted by your colleagues is a replication of the

10 proposal that came before this Board in June of 2015.

11 It is a word-for-word replication. I am not quite

12 sure I understand why that is the case.

13 MS. KOSTA: Right. We try not to double work

14 between New Jersey counsel and Pennsylvania counsel,

15 so I don't know what the thinking was. I know that

16 New Jersey counsel has submitted the Audit Charter,

17 but we are doing more tight changes between the

18 submission; certainly between June and now we have had

19 changes.

20 Our first indication of the Audit Charter

21 revisions were, I think, at the last Audit Committee

22 meeting; so there have been changes and discussions as

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1 recently as 11 days ago. I don't think that they are

2 reflected in the Audit Charter that we circulated. I

3 say that with the caveat that I have not been the

4 point-person on this; but to the best of my knowledge,

5 that is correct.

6 MR. GENTILE: Well, I'm looking at the Board

7 action date of June 17, 2015. The proposal was put on

8 hold. I'm looking at the content of that proposal.

9 I'm looking at the draft that was submitted to me by

10 New Jersey counsel on the Audit Committee Charter, and

11 they are one and the same.

12 MS. KOSTA: Yes, I understand you are looking

13 at those and that they are consistent. I'm telling

14 you that Duane Morris, i.e., Pennsylvania counsel, has

15 had changes and concerns since then. We have

16 circulated it to New Jersey counsel for their

17 comments. We have not received comments back from

18 that perspective, from that point. I also have not

19 received any kind of comments from the Pennsylvania

20 Audit Committee members at this point, which is

21 perfectly appropriate. But I haven't received

22 indication that there were positive indications

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1 either, so I don't have consent from my constituency

2 on the Audit Committee at this point.

3 MR. SANTARELLI: Yes, that's why this was on

4 the agenda really as just an update item and not with

5 an SS&R for the Audit Charter; because there were a

6 couple of things that need to be worked out. And with

7 respect to the Ethics Policy, Ms. Kosta is correct, we

8 did have a discussion -- I believe it was late last

9 week -- and there were some comments raised by

10 Mr. Kessler that will bear some further discussions

11 between her and Mr. Rapuano before it's ready for an

12 SS&R for the Audit Committee to move forward to the

13 Board. That would be the recommendation coming from

14 me, Auditor General.

15 CHAIRMAN DePASQUALE: Anything else there?

16 MR. SANTARELLI: No, sir.

17 CHAIRMAN DePASQUALE: Great, thank you. I

18 would like a motion to go into Executive Session now.

19 Decisions will be made public once they are issued or

20 resolved. Can I have a motion to move into Executive

21 Session?

22 COMMISSIONER FENTRESS: So moved.

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1 VICE CHAIRMAN TAYLOR: Second.

2 CHAIRMAN DePASQUALE: Any negative votes?

3 Hearing none, we are now in executive session. Please

4 let me know when the room is clear.

5 MR. SANTARELLI: Yes, sir.

6 CHAIRMAN DePASQUALE: May I have a motion to

7 enter back into open session?

8 CHAIRMAN BOYER: Motion.

9 VICE CHAIRMAN TAYLOR: Second.

10 CHAIRMAN DePASQUALE: May I have a motion to

11 adjourn the meeting?

12 CHAIRMAN FENTRESS: Motion.

13 VICE CHAIRMAN HEPKINS: Second.

14 (Whereupon, the Audit Committee Meeting was

15 adjourned at 11:25 a.m.)

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1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Delaware River Port Authority

4 Audit Committee on October 14, 2015, were held as

5 herein appears, and that this is the original

6 transcript thereof for the file of the Authority.

7

8

9

10 ______Tom Bowman, Reporter 11 FREE STATE REPORTING, INC.

12

13

14

15

16

17

18

19

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22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 SUMMARY STATEMENT ITEM NO. DRPA-15-129 SUBJECT: Creation of the IT Compliance Specialist Position within the Office of the Inspector General

COMMITTEE: Audit

COMMITTEE MEETING DATE: October 14, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board: (1) accept the recommendation of the Audit Committee to approve the position of IT Compliance Specialist and (2) accept the recommendation of the Audit Committee to compensate the position as a Grade 10 in accordance with the recommendation from the compensation consultant, CCI Consulting.

PURPOSE: To obtain approval for the new position created to support the Office of the Inspector General in the detection, prevention and investigation of suspected fraud, waste and abuse, as well as internal audit responsibilities.

BACKGROUND: In an effort to support the Office of the Inspector General by providing value-added quality audit, consultative and investigative services, the position of IT Compliance Specialist was created. The job specification was reviewed and approved by the Inspector General and sent for review and evaluation by compensation consultant, CCI Consulting (CCI). CCI concluded that based on the responsibilities required of the job, it should be valued at a Grade 10 on DRPA’s current job evaluation scale.

Attached is the job description outlining the job responsibilities of the new position. SUMMARY STATEMENT Creation of the IT Compliance Specialist Position within the Office of the Inspector General

______

SUMMARY: Amount: Grade 10 min: $55,499; mid: $69,375; max: $83,249 Source of Funds: Operating Fund Capital Project #: N/A Operating Budget: Yes Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-15-129 Audit Committee: October 14, 2015 Board Date: October 21, 2015 Creation of the IT Compliance Specialist Position within the Office of the Inspector General

RESOLUTION

RESOLVED: That the Board (1) authorizes the creation of the position entitled, “IT Compliance Specialist” within the Office of the Inspector General as described in the attached job description, and (2) accepts the recommendation of the Audit Committee to compensate the position as a Grade 10 in accordance with the CCI recommendation; and be it further

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: Grade 10 min: $55,499; mid:$69,375; max: $83,249 Source of Funds: Operating Fund Capital Project #: N/A Operating Budget: Yes Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A

LABOR

1 DELAWARE RIVER PORT AUTHORITY

2 Labor Committee Meeting

3

4 One Port Center 2 Riverside Drive 5 Camden, New Jersey

6 Tuesday, October 6, 2015

7 Committee Members:

8 Ryan Boyer, Chairman Albert Frattali, Vice Chairman 9 Rohan Hepkins Frank DiAntonio 10 Richard Sweeney

11 Others Present: 12 Christopher Howard, Assistant Counsel, New Jersey 13 Governor's Authorities Unit David Dix, Assistant to Chairman Boyer 14 William Tambussi, Esq., (Brown & Connery)

15 DRPA/PATCO Staff: 16 John Hanson, Chief Executive Officer (via telephone) 17 Raymond J. Santarelli, General Counsel and Corporate Secretary 18 Kristen Mayock,Deputy General Counsel James White, Chief Financial Officer 19 John Rink, General Manager, PATCO Elizabeth McGee, Acting Records Manager 20

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 2

1 INDEX

2 Page

3 Roll Call 3

4 Executive Session 4

5 Open Session

6 Acting Deputy CEO 4

7 DRPA-15-XXX, Interim Collective Bargaining Agreements Extension 5 8 DRPA-15-XXX, Extension of Benefits 5 9 Adjournment 6 10

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 3

1 PROCEEDINGS

2 (10:30 a.m.)

3 CHAIRMAN BOYER: The meeting now comes to

4 order. We're going to go into executive session?

5 MR. SANTARELLI: We need to call the roll.

6 CHAIRMAN BOYER: Oh, call the roll. I'm

7 sorry.

8 MR. SANTARELLI: Chairman Boyer?

9 CHAIRMAN BOYER: Present.

10 MR. SANTARELLI: Vice Chairman Frattali?

11 VICE CHAIRMAN FRATTALI: Present.

12 MR. SANTARELLI: Commissioner Hepkins?

13 COMMISSIONER HEPKINS: Present.

14 MR. SANTARELLI: Commissioner DiAntonio?

15 COMMISSIONER DiANTONIO: Present.

16 MR. SANTARELLI: Commissioner Sweeney?

17 COMMISSIONER SWEENEY: Present.

18 MR. SANTARELLI: You have a quorum,

19 Mr. Chairman. Is General DePasquale on the phone?

20 No, he's not. You have a quorum.

21 CHAIRMAN BOYER: Thank you.

22 MR. SANTARELLI: Would the person on the phone

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 4

1 identify themselves? John Hanson?

2 MR. HANSON: Yes, present.

3 MR. SANTARELLI: Anyone else on the phone?

4 Okay, Mr. Hanson is on the phone.

5 CHAIRMAN BOYER: I will call for a motion to

6 go into executive session.

7 VICE CHAIRMAN FRATTALI: So moved.

8 CHAIRMAN BOYER: Second?

9 COMMISSIONER DiANTONIO: Second.

10 CHAIRMAN BOYER: All in favor?

11 ALL: Aye.

12 CHAIRMAN BOYER: Noes? The ayes have it.

13 We'll now go into executive session.

14 MR. SANTARELLI: We need to clear the room for

15 executive session.

16 CHAIRMAN BOYER: Please clear the room.

17 (Off the record at 10:31 a.m.)

18 (On the record at 11:01 a.m.)

19 MR. SANTARELLI: You need a motion to

20 authorize the extension of an offer to Ms. Maria Wing

21 as Acting Deputy CEO pending Board approval at the

22 October 21st Board meeting.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 5

1 CHAIRMAN BOYER: I'll entertain that motion.

2 VICE CHAIRMAN FRATTALI: I second it.

3 CHAIRMAN BOYER: All in favor?

4 ALL: Aye.

5 CHAIRMAN BOYER: All opposed? The ayes have

6 it.

7 I also have a motion here to recommend to the

8 Board that it authorize staff to negotiate a four-year

9 contract with the IBEW union from 2012 to 2015.

10 VICE CHAIRMAN FRATTALI: So moved.

11 COMMISSIONER DiANTONIO: Second.

12 CHAIRMAN BOYER: All in favor?

13 ALL: Aye.

14 CHAIRMAN BOYER: All opposed? The ayes have

15 it.

16 I also have a motion to recommend to the Board

17 that it authorize staff to negotiate an extension of

18 the Benefit Contribution Agreement with Teamsters

19 Local 676 and the International Union of Operating

20 Engineers Local 542 for the term of January 2016 to

21 June 30, 2016 and to permit the staff to use its

22 discretion with regard to entering into an optional

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 6

1 six-month extension through December 31, 2016.

2 COMMISSIONER HEPKINS: So moved.

3 VICE CHAIRMAN FRATTALI: Second.

4 CHAIRMAN BOYER: All in favor?

5 ALL: Aye.

6 CHAIRMAN BOYER: All opposed? Ayes have it.

7 If there is no further business for the Labor

8 Committee, may I have a motion for adjournment?

9 VICE CHAIRMAN FRATTALI: So moved.

10 COMMISSIONER DiANTONIO: Second.

11 CHAIRMAN BOYER: All in favor?

12 ALL: Aye.

13 CHAIRMAN BOYER: All opposed? Ayes have it.

14 The meeting is adjourned.

15 (Whereupon, the Labor Committee Meeting ended

16 at 11:03 a.m.)

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 7

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Delaware River Port Authority

4 Labor Committee on October 6, 2015, were held as

5 herein appears, and that this is the original

6 transcript thereof for the file of the Authority.

7

8

9 ______10 Tom Bowman, Reporter FREE STATE REPORTING, INC. 11

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 SUMMARY STATEMENT

ITEM NO. DRPA-15-130 SUBJECT: Collective Bargaining Agreement between DRPA and International Brotherhood of Electrical Workers Local 351

COMMITTEE: Labor

COMMITTEE MEETING DATE: October 6, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board authorizes staff to negotiate a Collective Bargaining Agreement with the International Brotherhood of Electrical Workers (IBEW) Local 351 for four retroactive years, 2012 through 2015, pursuant to the terms set forth herein.

BACKGROUND: IBEW, representing approximately 20 DRPA and PATCO Information Service personnel, have been working under an expired contract since December 31, 2011. The DRPA and IBEW have resolved non-economic items and negotiations have concluded. Staff proposes to finalize retroactive wage increases for the period January 1, 2012 – December 31, 2014 at a rate of 1.9%, and an increase of 2.25% for the period January 1, 2015 – December 31, 2015. IBEW Local 351 has agreed to the proposed terms.

SUMMARY: Amount: Retroactive wage increases of 1.9 % for each year of 2012-2014 and 2.25% for 2015 Source of Funds: Revenue & General Fund Operating Budget: DRPA/PATCO Operating Budget (Payroll and Employee Services expenses) Other Fund Sources: None Duration of Contract: January 1, 2012 - December 31, 2015 Other Parties Involved: IBEW Local 351 DRPA-15-130 Labor: October 6, 2015 Board Date: October 21, 2015 Collective Bargaining Agreement between DRPA and International Brotherhood of Electrical Workers Local 351

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority authorizes staff to finalize a Collective Bargaining Agreement between DRPA and IBEW Local 351 substantially on the terms set forth in the attached Summary Statement; and be it further

RESOLVED: That the Chair, Vice Chair and Chief Executive Officer will review and must approve the proposed Collective Bargaining Agreement before it is submitted to IBEW Local 351 for execution.

SUMMARY: Amount: Retroactive wage increases of 1.9 % for each year of 2012-2014 and 2.25% for 2015 Source of Funds: Revenue & General Fund Operating Budget: DRPA/PATCO Operating Budget (Payroll and Employee Services expenses) Other Fund Sources: None Duration of Contract: January 1, 2012 - December 31, 2015 Other Parties Involved: IBEW Local 351 SUMMARY STATEMENT

ITEM NO.: DRPA-15-131 SUBJECT: Appointment of Deputy Chief Executive Officer

COMMITTEE: Labor

COMMITTEE MEETING DATE: October 6, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board appoints Maria J. Wing to serve as Deputy Chief Executive Officer for the DRPA and for PATCO effective October 21, 2015.

BACKGROUND: In 2003, the Board authorized the Authority to create the position of Deputy Chief Executive Officer. Ms. Wing is fully qualified to assume the position.

Ms. Wing currently serves as senior attorney at Stradley Ronon Stevens & Young, LLP with a strong background in commercial real estate matters, including, without limitation, development issues and finance. At Stradley she is involved in the management of real estate and special projects, and public service. Ms. Wing was involved in the enhancement of the firm’s Diversity Committee. As a member of that committee she worked to formalize the committee’s strategic approach and reporting structure.

In both 2015 and 2013, Ms. Wing was named “Super Lawyers Rising – Real Estate.” In 2011, she was honored by the Legal Intelligencer as a Lawyer on the Fast Track.

Ms. Wing holds a Bachelor of Arts from Yale University where she was a John Perry Undergraduate Research Fellow. She received her Juris Doctor from Tulane University School of Law. There, she was on the Editorial Board of the Tulane Maritime Law Journal. SUMMARY STATEMENT

______

SUMMARY: Amount: $174,000 Source of Funds: Revenue funds Capital Project #: N/A Operating Budget: 2015 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: Maria J. Wing DRPA-15-131 Labor: October 6, 2015 Board Date: October 21, 2015 Appointment of Deputy Chief Executive Officer

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority hereby appoints Maria J. Wing to serve as Deputy Chief Executive Officer for the DRPA at an annual salary of $174,000.

SUMMARY: Amount: $174,000 Source of Funds: Revenue Funds Capital Project #: N/A Operating Budget: 2012 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: Maria J. Wing SUMMARY STATEMENT

ITEM NO.: DRPA-15-132 Interim Collective Bargaining Agreements Extension

COMMITTEE: Labor Committee

COMMITTEE MEETING DATE: October 6, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board of Commissioners of the Delaware River Port Authorize (DRPA) authorize staff to negotiate an extension of the Benefit Contribution Agreements with Teamsters Local 676 and the International Union of Operating Engineers (IUOE) Local 542 for a term of January 1, 2016 through June 30, 2016, and permit staff to use its discretion with regard to entering into an optional six (6) month extension through December 31, 2016.

PURPOSE: To temporarily provide payment of rates with the intent to continue Health and Welfare and Pension coverage for our Teamster employees and Health and Welfare Coverage for our IUOE employees, recognizing that any additional rates paid will be credited at the time of final settlement of the Agreements.

BACKGROUND: The Collective Bargaining Agreement (“CBA”) between PATCO and the Teamsters Local 676 expired May 31, 2011, and the CBA between the DRPA and the IUOE Local 542 expired on December 31, 2012. The parties have been adhering to the terms of those CBAs since those dates and DRPA has continued to contribute to the respective Health and Welfare Funds at a rate prescribed by the Funds, per month, per employee. The Trustees of both funds have indicated that they would discontinue the employees’ health benefits if contributions were discontinued or payments are not made at the prevailing rates the Trustees have established. Similarly, the Trustees of the Teamsters Pension Fund have indicated that a failure to pay contributions at the level prevailing form time-to-time could result in a “withdrawal” from the Fund and the imposition of withdrawal liability on DRPA. In order to avoid cessation or interference with our Teamster and IUOE employees’ healthcare coverage or our Teamster employees’ pension coverage, the DRPA, for a prospective period of six (6) months, with the option of an additional six (6) month extension, agrees to provide payment of prescribed contributions, recognizing that the money paid will be credited at the time of final settlement of the Agreements. SUMMARY STATEMENT Interim Collective Bargaining Labor 10/6/15 Agreements Extension

SUMMARY: Amount: Source of Funds: Revenue and General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-15-132 Committee: Labor Committee Board Date: October 21, 2015 Interim Collective Bargaining Agreements Extension

RESOLUTION

RESOLVED: That the Board of Commissioners of the DRPA authorize staff to negotiate an extension of the Benefit Contribution Agreements for Teamsters Local 676 and IUOE Local 542 for a term of January 1, 2016 through June 30, 2016, and permit staff to use its discretion with regard to entering into a six (6) month extension through December 31, 2016, to temporarily provide payment of rates with the intent to continue Health and Welfare coverage for our Teamster and IUOE employees and pension benefits for our Teamster employees, recognizing that any additional rates paid will be credited at the time of final settlement of the Agreements.

RESOLVED: The Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: Source of Funds: Revenue and General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A NEW BUSINESS SUMMARY STATEMENT

ITEM NO.: DRPA-15-133 SUBJECT: Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEE MEETING DATE: N/A

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board consider authorizing staff to enter into contracts as shown on the Attachment to this Resolution.

PURPOSE: To permit staff to continue and maintain DRPA operations in a safe and orderly manner.

BACKGROUND: At the Meeting held August 18, 2010 the DRPA Commission adopted Resolution 10-046 providing that all DRPA contracts must be adopted at an open meeting of the DRPA Board. The Board proposed modifications to that Resolution at its meeting of September 15, 2010; specifically that all contracts between $25,000 and $100,000 be brought to the Board for approval. The contracts are listed on the Attachment hereto with the understanding that the Board may be willing to consider all of these contracts at one time, but if any member of the Board wishes to remove any one or more items from the list for separate consideration, each member will have that privilege.

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-15-133 New Business: October 21, 2015 Board Date: October 21, 2015 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

RESOLUTION

RESOLVED: That the Board authorizes and directs that subject to approval by the Chair, Vice Chair, General Counsel and the Chief Executive Officer, staff proceed to negotiate and enter into the contracts listed on the Attachment hereto.

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A CONSIDERATION OF PENDING DRPA CONTRACTS (BETWEEN $25,000 - $100,000) – OCTOBER 21, 2015 DRPA

Item # Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 1 W.B. Mason Co., Inc. One (1) Year Contract $75,000.00 Competitive Formal Bid - Invitation 1. W.B. Mason Co., Inc. 1. 61.1% Revenue Fund/DRPA Bellmawr, NJ for DRPA & PATCO (not to exceed) for Bid B0006362 was publicly Pennsauken, NJ Office Supply advertised and issued to sixteen General Fund/PATCO requirements for 2016. (16) prospective bidders. Three (3) 2. 503 Corporation 2. No Bid bids were received and publicly Philadelphia, PA opened on September 22, 2015. Contract award is based on the 3. G.A. Blanco & Sons 3. No Bid highest discount offered from the Clarkboro, NJ 2016 United Stationers Office Supply Catalog.

2 ePlus Technology, Inc. Procurement of various $90,932.29 In accordance with Federal GSA 1. ePlus Technology, Inc. 1. $90,932.29 General Fund Herndon, VA equipment and services Contract #GS-35F-0673N. Herndon, VA to upgrade the current Boardroom communication equipment. DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, October 21, 2015 6:00 p.m.

RiverWinds 1000 River Winds Drive West Deptford, NJ

John T. Hanson, Chief Executive Officer PATCO BOARD PORT AUTHORITY TRANSIT CORPORATION BOARD MEETING

Wednesday, October 21, 2015 at 6:00 p.m. Riverwinds 1000 Riverwinds Drive West Deptford, NJ 08086

ORDER OF BUSINESS

1. Roll Call

2. Report of the General Manager - October 2015

3. Approval of September 16, 2015 PATCO Board Meeting Minutes

4. Monthly List of Previously Approved Payments – Covering Month of September 2015

5. Monthly List of Previously Approved Purchase Orders and Contracts of September 2015

6. Approval of Operations & Maintenance Committee Minutes of October 6, 2015

7. Adopt Resolutions Approved by Operations & Maintenance Committee of October 6, 2015

PATCO-15-027 Public Address Replacement System

PATCO-15-028 Procurement & Delivery of Four Hundred (400) Transit Car Wheels

PATCO-15-029 Procurement & Delivery of Eighty (80) machined Axles

8. Approval of Finance Committee Minutes of October 14, 2015

9. Adopt Resolutions Approved by Finance Committee of October 14, 2015

PATCO-15-030 Renewal of PATCO Excess Workers’ Compensation & Employers’ Liability Insurance

10. Balance Sheet and Equity Statement dated August 31, 2015

11. Unfinished Business

12. New Business

PATCO-15-031 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

13. Adjournment GENERAL MANAGER’S REPORT REPORT OF THE GENERAL MANAGER

As stewards of public assets, we provide for the safe and efficient operation of transportation services and facilities in a manner that creates value for the public we serve.

September 16, 2015

To the Commissioners:

The following is a summary of recent PATCO activities, with supplemental information attached.

HIGHLIGHTS

SERVICE

Papal Visit Events – PATCO management and represented employees worked together to provide seamless, easy travel for the Papal pilgrims, as well as mentoring the invaluable volunteer employees from DRPA who assisted during the weekend. Everyone worked 11- and 12-hour days to ensure that the entire line was staffed and ready for the duration of the Papal visit. The Equipment Department provided 100 cars for service on both days, with employees stationed at both ends of the line to assist with any car problems. Alstom assigned a technician to ride each refurbished trainset all weekend. Way & Power inspected all interlocking switches before the weekend, and stationed track mechanics across the line to assist in the event of any malfunctions. Fare Collection & Passenger Services staff were in every station throughout the weekend assisting customers with queueing, questions, ticket-vending machines, faregates and train-boarding. Finance provided staff in the four New Jersey stations to sell Pope Passes at the ticket windows on both days. Transit Services designed the operating plan, as well as several alternate scenarios, and operated the extraordinary number of trains we provided for the pilgrims.

PATCO offered special service from four New Jersey stations for the general public as well as a train for health- care workers from Jefferson, Penn and Wills Eye Hospitals to accommodate their shifts; Jefferson Hospital executives were effusive in their praise for PATCO’s efforts to accommodate their staff. We also worked with Cooper Hospital but the relaxing of traffic restrictions in Camden eliminated the need to offer a special train to their staff. General Manager’s Report – for October 21, 2015 Meeting

We provided more than 49,000 rides to the Papal pilgrims, both from the local area as well as visitors we’ve heard from as far away as , Florida, , Argentina, Mexico and many other areas. PATCO even provided the transportation for the family who drove 13,000 miles in six months from Buenos Aires to Philadelphia in order to see Pope Francis; the family stayed in Haddonfield, and PATCO transported them between Woodcrest and Philadelphia.

Below are some of the comments posted on Twitter from customers who rode PATCO during the Pope’s visit. The Transit Services Department shared this feedback with its staff through its Department Discussion Group (DDG) Newsletter. The DDG is a regular series of meetings with Transit Services staff and managers, designed to improve communication and cohesiveness within the department, and is open to all employees in the department.

“Papal pilgrimage back to NJ moved quickly! Thank you for your concerted efforts to make this safe & stress free.”

Comcast WiFi – Comcast completed its beta testing, which included flawless execution during the Pope’s visit. Xfinity WiFi is now available to all PATCO customers at all 13 stations, both subway and above- ground. Comcast and PATCO celebrated by distributing pretzels, bottled water and knick-knacks at 15/16 & Locust station during the morning rush hour on Tuesday, Oct. 6. Xfinity customers have free access as part of General Manager’s Report – for October 21, 2015 Meeting

their service package. Guests complete a sign-in page providing their e-mail address and have free access to Xfinity WiFi at the 13 PATCO stations.

STEWARDSHIP

Ben Franklin Bridge Track Rehab Project – On September 5, PATCO implemented a new schedule featuring frequent, traditional service on Monday through Thursday mornings. In comparison to the Monday-Friday schedule in effect last summer, this new schedule reflects limiting contractor work to extended weekends (10 a.m. on Thursday through Sundays) and reduces the number and length of gaps of service when operations are limited to a single track over the bridge. The project is still scheduled to be completed by the end of the year.

Elevators / Escalators – Elevator availability was 99.5% for the month of September and 98.5% for the year to date. Availability of all escalators was 97.8% in September and 94.6% for the year to date. We again exceeded our goals of 97% and 90% for elevator and escalator availability, respectively.

Operational Percentage – September, 2015 Favorable / Equipment Target Actual Variance Unfavorable Escalators (14) 90% 97.8% +7.8% F Elevators (11) 97% 99.5% +2.5% F

Transit Car Overhaul Project – Two additional cars arrived from the Alstom car builder plant in Hornell, New York. We now have 22 cars on site, 20 of which have been conditionally accepted and are in service.

COMMUNITY

Student Outreach – PATCO attended Back to School events for students at Thomas Jefferson University and Camden County College. In addition to providing information about our schedule and transportation service, we encouraged students to take advantage of the $5 savings available to students who get a FREEDOM card.

PATCO Cares – Representatives of the Cathedral Kitchen spoke with customers at City Hall Station regarding their new café, located adjacent to their facility on Federal Street in Camden. Café proceeds will support their culinary school. General Manager’s Report – for October 21, 2015 Meeting

FINANCE

PATCO Income year to date (through 8/31/15) amounted to $17,406,009 compared with a Budget Anticipated Income of $17,561,734, an unfavorable variance of $155,725 or 0.89%.

Operating expenses during August 2015 amounted to $3,628,920, compared with a Budget Anticipated Expense of $4,249,777, a favorable variance of $620,857 or 14.61%. Year to date expenses totaled $32,095,031, compared with a Budget Anticipated Expense of $35,108,630, a favorable variance of $3,013,599 or 8.58%.

During the month of August 2015, PATCO experienced a Net Operating Loss (excluding rental and non- recurring charges) of $1,413,560. The cumulative Net Operating Loss (excluding rental and non- recurring charges) through 8/31/15 totaled $14,689,022. Total Cumulative Loss year to date (including Lease Rental charges) equaled $18,770,354.

Net Transit Loss (including lease expense) for the month ending 8/31/15 was $1,923,727.

2015 2015 Through August 31, 2015 Budget Actual Variance Income $17,561,734 $17,406,009 $155,725 U Expenses $35,108,630 $32,095,031 $3,013,599 F Operating Ratio .5002 .5423

Passengers 6,902,792 6,694,173 208,619 U Car Miles 3,196,700 2,952,226 244,474

The passenger count for the month of August 2015 totaled 832,174, an increase of 23,123 (+2.86%) when compared to August 2014. A comparison of calendars reveals that August of 2015 included fewer weekdays. Because ridership is typically much higher on a weekday than on a Saturday or Sunday, the positive variance for this August is very encouraging. Average weekday ridership during the months of August 2015 and 2014 are shown below.

Average Weekday Year Sundays Weekdays Saturdays Riders 2015 5 21 5 34,549 2014 4 23 4 33,414

Ridership for the year to date (as of 8/31/15) is also positive with a total of 6,694,173 riders, 42,299 (+0.64%) more than for the same period of 2014. General Manager’s Report – for October 21, 2015 Meeting

PERSONNEL TRANSACTIONS

The following personnel transactions occurred in September, 2015:

NAME POSITION DEPT. DATE

APPOINTMENT(S)

John E. Barrett Technical Supervisor Equipment 9/14/15 Joshua M. Burnett Custodian Equipment 9/14/15 Christopher L. Dunk Custodian Equipment 9/14/15 Hector L. Pacheco Track Mechanic Way & Power 9/14/15 Lisa A. Stratton Station Supervisor Passenger Services 9/28/15

APPOINTMENT(S) – TEMPORARY - None

PROMOTION(S) - None

UPGRADE - None

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Frederick C. Linett, Jr. From: Electrical Foreman Way & Power (Retro) To: Acting Manager, Power, Signals & Communication Way & Power 7/18/15 to 7/31/15

Raymond C. Lewis From: Manager, Mechanical & Equipment Equipment (Retro) To: Acting Technical Supervisor Equipment 8/01/15 to 10/02/15

Albert J. Profico, Sr. From: Mechanical Foreman Equipment (Retro) To: Acting Manager, Mechanical & Custodial Equipment 8/01/15 to 10/02/15

TRANSFER(S)

Andrew J. Stief From: Grounds Keeper Way & Power To: Track Mechanic Way & Power 9/19/15

RESIGNATION(S) - None

RETIREMENT(S) - None General Manager’s Report – for October 21, 2015 Meeting

DECEASED - None

The quarterly Affirmative Action Scorecard is attached to this report.

PURCHASING & MATERIAL MANAGEMENT

During the month of September, 164 purchase orders were issued with a total value of $757,020. Of the $209,973 in monthly purchases where minority vendors could have served PATCO needs, $9,876 was awarded to MBEs and $29,606 to WBEs. The $39,482 total MBE/WBE purchases represent 5.2% of the total spent and 18.8% of the purchases available to MBE/WBEs. Attached to this report is the Affirmative Action Report summarizing purchases during the third quarter of 2015. The storeroom completed 3,391 transactions in September; book value of inventory on hand at the end of the month was $5,556,132.

TRANSIT SERVICES

The on-time performance for the 5,111 scheduled trips in September was 95.75%. The combination of concert crowds and single track operation necessitated by the track rehabilitation project resulted in approximately 60 late trains in September. On-time performance year to date is 96.32%.

The chart below illustrates the causes of incidents that resulted in delays and annulments in September: General Manager’s Report – for October 21, 2015 Meeting

September Other, 25% Incidents

Familiarization Equipment Defect, w/ new cars 6 45% Concert Crowds 5 Brake/Comp 4 LossofPower 2 Doors 3 Misc. 2 Propulsion 3 OLCB 2 Air Blow/Leak 2 Misc on Alstom Cars 7 Transit Misc. 6 Operations 9%

Public Safety Issues 7%

Passenger Issues, 2%

W&P Track - Lack of Equipment, 5% Wayside, 5% W&P Elec - Signal - Radio, 3%

MAINTENANCE

The following significant maintenance initiatives progressed in September:

 Twenty-three (23) rebuilt motors are available for installation as needed. One (1) quality used motor is also available. Forty-one (41) motors are at vendors for repair.  As reported previously, we had established a goal of 50 truck overhauls in 2015. Nineteen (19) trucks have been assembled so far this year, with six (6) additional units in progress. Availability of gear boxes and suspension hardware pose a choke point impeding progress on this initiative; we have a promised hardware ship date of October 21. In addition, we have prepared four additional small wheel trucks for swapping with Alstom.  No rebuilt gearboxes are currently available. Four (4) wheelsets are assembled and ready for truck building. We are still relying primarily on UTC to support our gearbox overhaul program. Seventy- two (72) gearboxes are at vendors for repair with 30 at UTC and 42 at Penn Machine. Eleven (11) General Manager’s Report – for October 21, 2015 Meeting

additional units are being prepared for shipment to UTC. A purchase order has been issued for an internal gear needed for 25 of the gearboxes at Penn Machine.  In September we continued car cleaning operations on both shifts, performing 208 exterior washes. Interior heavy cleaning was performed on 32 cars.  After the vendor-part related low in July, our Mean Distance Between Failures continues to improve, as shown below.

6000 CAR MEAN DISTANCE BETWEEN FAILURES

5000

4000

Goal

3000 2013 2014 2015 2000 e l i M

1000

0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

 Car overhaul - We have 22 overhauled cars on-site and 20 have been conditionally accepted. Alstom is working to resolve intermittent door opening failures, and software revisions have been implemented to address PA system issues. Alstom, LTK, and a vendor are meeting in mid- October to discuss chopper failures and inductor noise.  Car Overhaul – Alstom-supplied test equipment – Fault detection within the propulsion equipment remains an open item with respect to the S500 automated test station. In September the diagnostic test bench commissioning was completed, and in early November, we anticipate commissioning the communication test bench. The software work stations are pending.  Way & Power revised station enhancements to accommodate anticipated crowds during the weekend of the Papal visit.  The PSE&G 26.4kV, D-550 service breaker located at Ferry Substation was repaired. In addition, PATCO coordinated an emergency power contingency plan with PSE&G for supplemental power throughout the Papal Event. General Manager’s Report – for October 21, 2015 Meeting

 Way & Power assisted with rail welding ultrasonic testing at multiple locations throughout the mainline track area.  Right-of-way inspections were performed.  Relay testing and repairs at interlockings and substations were performed.  Stations, subway tunnels, and parking lots were relamped as necessary.  Support services were provided as required for the following projects: o Testing of refurbished transit cars o Maintenance of fire-alarm systems o Maintenance of and enhancements to the 800 MHz radio system o Maintenance and repairs of escalators and elevators o Ben Franklin Bridge track structure inspections and repairs – provided flagging, scheduling and guidance o Ben Franklin Bridge track rehab project – provided direction to conduct the 750 VDC power cut-over as well as the 4160 VAC north lighting and power cutover associated with Birch Street Substation.

SAFETY

The monthly report of the Safety Department is enclosed with this report.

Respectfully submitted,

John D. Rink General Manager

MEMORANDUM

PORT AUTHORITY TRANSIT CORPORATION of Pennsylvania & New Jersey

TO: John Rink

FROM: David Fullerton

SUBJECT: Monthly Report: Safety Department – September, 2015

DATE: October 5, 2015

1. Staff was involved in the following activities concerning Contractor Safety:  Conducted Contractor’s Safety Briefings and created the necessary follow-up reports of safety briefings as shown below:

NUMBER PATCO DATE CONTRACTOR PROJECT/WORK AREA IN CONTRACT NO. ATTENDANCE 09/08/15 HNTB/Garg Consulting 21-E BFB Track Rehab 1

09/08/15 HNTB 21-E BFB Track Rehab 1 Asbestos Abatement 09/08/15 Prime Group Site Specific 4 Transit Cars 09/14/15 PATCO New Hires Custodians Equipment Dept. 2

09/14/15 PATCO New Hire Supervisor Equipment Dept. 1

09/17/15 Bristol Environmental Site specific Birch St. Substation 11

09/17/15 Criterion Labs Site specific Birch St. Substation 2

09/21/15 Railroad Construction Westmont Viaduct 2

09/21/15 Accountants for You Temporary Transit Ambassadors 1

09/21/15 Perry Resources Temporary Transit Ambassadors 1

09/21/15 Gannett Fleming/VTX Station Accessibility 1

09/21/15 RCC/50 States Engr. Westmont Viaduct 2

09/21/15 RCC/A&M Painting Westmont Viaduct 7

09/28/15 PATCO New Hire Passenger Services 1

09/28/15 PATCO New Hire WP Track Mechanic 1 Drug & Alcohol Tests – for September 2015 Random Drug only 10 Random Alcohol only 2 Reasonable Suspicion Drug only 0 Reasonable Suspicion Alcohol only 0 Post Accident 0 TOTAL TESTS COMPLETED 12

2. Internal PATCO Safety Activities:  Conducted and participated in monthly SACC and Joint Workplace Committee meetings.  Conducted Decision Driving training for Transit Services during Re-instruction

3. Outside Agency Involvement.  Conducted Familiarization Tours for Camden County Sheriff & NJ State Police.  Conducted First Responder Training exercises at Camden County Police Academy Lakeland facility in preparation for Papal Visit.  Conducted Familiarization Training for Cherry Hill Fire Department.  Attended a week long Transit Rail Incident Investigation training in Atlanta, hosted by MARTA 1 PORT AUTHORITY TRANSIT CORPORATION

2

3 BOARD MEETING

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5 One Port Center Two Riverside Drive 6 Camden, New Jersey

7 Wednesday, September 16, 2015 8

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 2

1 PRESENT

2 Pennsylvania Commissioners

3 Ryan Boyer, Chairman Antonio Fiol-Silva (via telephone) 4 Marian Moskowitz Elinor Haider 5 Rohan K. HepkinsEugene DePasquale, Pennsylvania Auditor General (via 6 telephone) John Lisko (for Timothy Reese, 7 Pennsylvania State Treasurer) Carl Singley, Esquire 8

9 New Jersey Commissioners

10 Jeffrey Nash, Esquire, Vice Chairman E. Frank DiAntonio 11 Charles Fentress Albert Frattali 12 Tamarisk Jones Rick Taylor 13

14 DRPA/PATCO Staff

15 John Hanson, Chief Executive Officer Raymond Santarelli, General Counsel and 16 Corporate Secretary Kristen Mayock, Deputy General Counsel 17 Stephen Holden, Deputy General Counsel Kathleen P. Vandy, Assistant General Counsel 18 Richard J. Mosback, Jr., Assistant General Counsel James White, Chief Financial Officer 19 Dan Auletto, Acting Chief Operating Officer Toni Brown, Chief Administrative Officer 20 Michael Venuto, Chief Engineer William Shanahan, Director, Government Relations 21 Mark Lopez, Manager, Government Relations John Rink, General Manager, PATCO 22 Bennett Cornelius, Assistant General Manager, PATCO

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 3

1 DRPA/PATCO Staff (continued)

2 Jack Stief, Chief, Public Safety Kevin LaMarca, Director, IS 3 David Gentile, Inspector General Susan Squillace, Manager, Procurement and Stores, 4 DRPA/PATCO Christina Maroney, Director, Strategic Initiatives 5 Patricia Griffey, Manager, Revenue Audit Kyle Anderson, Director, Corporate Communications 6 Fran O'Brien, Manager, Corporate Communications & Community Relations 7 Mike Williams, Acting Manager, Corporate Communications 8 Sheila Milner, Administrative Coordinator Elizabeth McGee, Administrative Coordinator 9 Nancy Farthing, Executive Assistant to the CEO Dawn Whiton, Administrative Coordinator to the CEO 10

11 Others Present

12 Amy Herbold, Esq., New Jersey Governor's Authorities Unit 13 David Dix, Assistant to Chairman Boyer Obra Kernodle, Deputy Chief of Staff, 14 Pennsylvania Governor's Office Chelsea Guzowski, Director of Special Projects, 15 Pennsylvania Governor's Office of the Budget Victoria Madden, Chief Counsel for Auditor General 16 Eugene DePasquale (via telephone) Christopher Gibson, Esq., Archer & Greiner, 17 (New Jersey Counsel) Alan Kessler, Esq., Duane Morris LLP 18 (Pennsylvania Counsel) Stephanie Kosta, Esq., Duane Morris LLP 19 (Pennsylvania Counsel) Olivia C. Glenn, Regional Manager, 20 New Jersey Conservation Foundation Marcia Perry, Assistant to Kyle Anderson 21 Phoebe Coles, Community Marketing Concepts Tara Chupka, Assistant to John Dougherty 22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 4

1 Others Present (continued)

2 Arnold Jon Livingston, Manager of Business Development, 3 Jacobs Engineering Group Alston, Vice President, Wells Fargo 4 Craig Hrinkevich, Managing Director, Wells Fargo John Boyle, DPRA/PATCO Citizen Advisory Committee 5 Joe Quigley

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 5

1 INDEX

2 Page

3 Roll Call 6

4 Report of the General Manager - September 2015 7

5 Approval of August 19, 2015 PATCO Board Meeting 12 Minutes 6 Monthly List of Previously Approved Payments 13 7 Covering Month of August 2015/Monthly List of Previously Approved Purchase Orders and 8 Contracts of August 2015

9 Balance Sheet and Equity Statement dated 13 July 31, 2015 10 Unfinished Business: 11 Reintroduction of: PATCO-15-023, Woodcrest 14 12 Station Shredding Event 13 Rescission of motion passed at the 14 14 August 19, 2015 PATCO Board meeting to buy two tables for the Salute to Labor banquet 15 New Business: 15 16 PATCO-15-026 Consideration of Pending 17 PATCO Contracts (Between $25,000 & $100,000) 18 Executive Session 16 19 Adjournment 17 20

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 6

1 PROCEEDINGS

2 (9:47 a.m.)

3 CHAIRMAN BOYER: I'd like to call to order the

4 monthly board meeting of the PATCO and ask the

5 Corporate Secretary to call roll.

6 MR. SANTARELLI: Thank you, Mr. Chairman.

7 Chairman Boyer?

8 CHAIRMAN BOYER: Present.

9 MR. SANTARELLI: Vice Chairman Nash?

10 VICE CHAIRMAN NASH: Here.

11 MR. SANTARELLI: General DePasquale? (No

12 response). Commissioner DiAntonio?

13 COMMISSIONER DiANTONIO: Here.

14 MR. SANTARELLI: Commissioner Fiol-Silva?

15 COMMISSIONER FIOL-SILVA: Present.

16 MR. SANTARELLI: Commissioner Fentress?

17 COMMISSIONER FENTRESS: Present.

18 MR. SANTARELLI: Commissioner Haider?

19 COMMISSIONER HAIDER: Present.

20 MR. SANTARELLI: Commissioner Frattali?

21 COMMISSIONER FRATTALI: Present.

22 MR. SANTARELLI: Commissioner Hepkins?

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 7

1 COMMISSIONER HEPKINS: Present.

2 MR. SANTARELLI: Commissioner Jones?

3 COMMISSIONER JONES: Here.

4 MR. SANTARELLI: Commissioner Moskowitz?

5 COMMISSIONER MOSKOWITZ: Here.

6 MR. SANTARELLI: Commissioner Lisko?

7 COMMISSIONER LISKO: Present.

8 MR. SANTARELLI: Commissioner Taylor?

9 COMMISSIONER TAYLOR: Here.

10 MR. SANTARELLI: Commissioner Singley?

11 COMMISSIONER SINGLEY: Here.

12 MR. SANTARELLI: You have a quorum.

13 CHAIRMAN BOYER: Let me have the report of the

14 General Manager, Mr. Rink.

15 MR. RINK: Thank you, Mr. Chairman.

16 Commissioners, good morning.

17 The report stands as submitted, but there are

18 a couple of highlights that I can mention that

19 occurred over the month of August.

20

21 Real quick, I just want to highlight

22 stewardship. Our Way and Power employees, during the

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 8

1 month of August, replaced over 4,800 feet of running

2 rail in our Mickle Street Tunnel in Camden. That was

3 done all in-house, working shifts on weekends and

4 nights to complete that function.

5 The next page, I just want to show you a

6 picture. We spoke about the delivery of our Alstom

7 cars during our Board meeting last month. This

8 picture shows the delivery of some of the cars. They

9 are trucked down from the plant in Hornell.

10 Underneath the train cars, they are actually rubber

11 tires. They are brought to our --

12 COMMISSIONER DePASQUALE: I'm sorry. This is

13 Eugene. My phone was on mute. I just wanted to let

14 you know I'm here.

15 CHAIRMAN BOYER: Thank you.

16 MR. SANTARELLI: Thank you, General.

17 MR. RINK: Thank you, Commissioner.

18 I have a better picture if you want to see it,

19 but basically the cars come in on a tractor trailer

20 and they are brought into our shop. We lift the train

21 cars up and then place the actual train trucks

22 underneath of them. Once they are on site, we give

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 9

1 Alstom two of our other cars; they will put the same

2 rubber tires our existing cars and they'll ship them

3 to Alstom.

4 I'd just like to highlight the elevators and

5 escalators for the month of August. For our

6 elevators, we are at 99.8 percent availability in

7 August, and for escalators we're at 97.2 percent.

8 In regards to service, in the beginning of

9 October our customers will receive an announcement

10 concerning one of our enhancements. Comcast Wi-Fi has

11 been going through their beta testing right now at all

12 of our stations with the Wi-Fi. We have received

13 reports from our customers that have access that the

14 system is working as intended. Look for a press

15 release on that when our system goes live for all of

16 our customers in the beginning of October.

17 That's all I have, Mr. Chairman.

18 CHAIRMAN BOYER: Thank you. Any questions on

19 the General Manager's report?

20 COMMISSIONER HEPKINS: Yeah, I have a question

21 for John. Do we have any dead spots, especially, I

22 guess, in the city areas? And if so, what are we

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 10

1 doing to mitigate that?

2 MR. RINK: The Wi-Fi that Comcast installed

3 will be hotspots at each of our stations. All 13 will

4 be hotspots. Currently, we have an agreement with

5 Verizon and they have been actively out there working.

6 They are going to extend cell service throughout the

7 entire tunnels in both Philadelphia and in Camden, and

8 have also been boosting their signal at our other

9 remaining stations.

10 So, Comcast is done. They're in their final

11 testing. Verizon has actually been out there working,

12 installing their equipment. Once Verizon is done,

13 they'll have cell service in the tunnel. The Wi-Fi

14 will not be available in between stations, but

15 basically there are hotspots at each of our stations.

16 MR. HANSON: And that's new. Up until now, we

17 haven't been able to get cell service, except you can

18 get some at 8th and Market because SEPTA has it.

19 Sometimes, it bleeds over. But, you haven't been able

20 to get service in any of our underground stations. So

21 this is something that we worked with Comcast on, to

22 get Wi-Fi. And then, as John said, Verizon is also

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 11

1 going to put cell service in there. AT&T and the

2 other carriers are not interested, at this time, in

3 putting cell service into our tunnels.

4 COMMISSIONER HEPKINS: So that would give us

5 100 percent coverage?

6 MR. HANSON: On the stations. And Verizon

7 will go through the tunnels, right?

8 MR. RINK: Yes.

9 MR. HANSON: For Verizon, even in the tunnels,

10 you'll --

11 MR. RINK: The way the Verizon system has been

12 designed is that if you get on a call at 15th Street,

13 it will carry with you as you travel through the

14 entire tunnel, across the bridge, and back into a

15 tunnel. So, their system will call from one point of

16 the system to the end.

17 They've actually enhanced -- they're adding

18 additional coverage at our stations. As people are

19 sitting there on their Wi-Fi, they're enhancing their

20 coverage to the platform. They increased that

21 capacity for our customers waiting at New Jersey, so

22 two great enhancements for our customers.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 12

1 MR. HANSON: This is really big news for

2 PATCO, because you've just been sort of radio silent

3 when you're in the tunnels or on the platforms in the

4 subways.

5 CHAIRMAN BOYER: That may have been a better

6 thing, depending on who you're next to.

7 VICE CHAIRMAN NASH: Can you hear me now?

8 CHAIRMAN BOYER: Yeah. I'll entertain a

9 motion to accept the General Manager's report.

10 COMMISSIONER FENTRESS: Move the motion.

11 COMMISSIONER LISKO: Second.

12 CHAIRMAN BOYER: All in favor?

13 ALL: Aye.

14 CHAIRMAN BOYER: All opposed?

15 Ayes have it.

16 Approval of the August 19, 2015, PATCO Board

17 Meeting Minutes.

18 COMMISSIONER FRATTALI: So moved.

19 COMMISSIONER LISKO: Second.

20 CHAIRMAN BOYER: All in favor?

21 ALL: Aye.

22 CHAIRMAN BOYER: All opposed?

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 13

1 Ayes carry.

2 Monthly List of Previously Approved Payments

3 and Monthly List of Previously Approved Purchase

4 Orders and Contracts Covering the Month of August

5 2015.

6 COMMISSIONER LISKO: So moved.

7 CHAIRMAN BOYER: Can I get a second?

8 COMMISSIONER FRATTALI: Second.

9 CHAIRMAN BOYER: All in favor?

10 ALL: Aye.

11 CHAIRMAN BOYER: All opposed?

12 Ayes have it.

13 Balance Sheet and Equity Statement Dated

14 July 31, 2015. I'll accept a motion to receive and

15 file the balance sheet.

16 COMMISSIONER DiANTONIO: So moved.

17 COMMISSIONER LISKO: Second.

18 CHAIRMAN BOYER: All in favor?

19 ALL: Aye.

20 CHAIRMAN BOYER: All opposed?

21 Ayes have it.

22 Unfinished Business. There are two items for

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 14

1 Unfinished Business for the Board. The first is the

2 Reintroduction of PATCO-15-023, Woodcrest Station

3 Shredding Event and so we want to do that one

4 separately.

5 I'll take a motion for the Woodcrest Station

6 Shredding Event.

7 VICE CHAIRMAN NASH: Mr. Secretary, I have a

8 question. If there is an abstention from New Jersey

9 on this resolution, does it break the quorum?

10 MR. SANTARELLI: You will still have a quorum.

11 VICE CHAIRMAN NASH: All right, then. I'm

12 going to abstain because it's a Camden County event.

13 CHAIRMAN BOYER: Please for the record note

14 that Vice Chairman Nash abstains from this vote. So

15 I'll entertain a motion.

16 COMMISSIONER FENTRESS: Move the motion.

17 COMMISSIONER LISKO: Second.

18 CHAIRMAN BOYER: All in favor?

19 ALL: Aye.

20 CHAIRMAN BOYER: All opposed?

21 Ayes have it.

22 Rescission of Commissioner Frattali's

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 15

1 August 19, 2015 Motion. At the end of the August 19,

2 2015, PATCO meeting, Commissioner Frattali made a

3 motion that the Board buy two tables at the Salute to

4 Labor event. The motion was passed. Commissioner

5 Frattali later withdrew the motion on the 20th.

6 Pursuant to Robert's Rules of Order, in order to

7 rescind a motion that was acted upon, a motion to

8 rescind has to be made at the next Board meeting.

9 I'll ask Commissioner Frattali to rescind his motion.

10 COMMISSIONER FRATTALI: I make that motion.

11 CHAIRMAN BOYER: He makes the motion.

12 COMMISSIONER DiANTONIO: Second.

13 CHAIRMAN BOYER: All in favor?

14 ALL: Aye.

15 CHAIRMAN BOYER: All opposed? Ayes carry.

16 New Business. There is one item for new

17 business for consideration for approval and it is as

18 follows: PATCO-15-025, Consideration of Pending PATCO

19 Contracts between $25,000 and $100,000. I'll accept a

20 motion.

21 COMMISSIONER FENTRESS: Move the motion.

22 COMMISSIONER FRATTALI: Second.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 16

1 CHAIRMAN BOYER: All in favor?

2 ALL: Aye.

3 CHAIRMAN BOYER: All opposed?

4 Ayes have it.

5 I would like to call for a motion to go into

6 Executive Session.

7 COMMISSIONER FRATTALI: Move the motion.

8 CHAIRMAN BOYER: Second?

9 COMMISSIONER HEPKINS: Second.

10 CHAIRMAN BOYER: All in favor?

11 ALL: Aye.

12 CHAIRMAN BOYER: All opposed?

13 Ayes carry.

14 Can we please everyone that don't belong in

15 the Executive Session please clear the room so we can

16 expeditiously get back.

17 (Executive Session)

18 (Off the record at 10:01 a.m.)

19 CHAIRMAN BOYER: Can I have a motion to close

20 Executive Session and reopen the PATCO meeting.

21 COMMISSIONER FENTRESS: So moved.

22 COMMISSIONER DiANTONIO: Second.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 17

1 CHAIRMAN BOYER: All opposed? Ayes carry.

2 If there is no further business for the DRPA

3 and PATCO Boards, I'll accept a motion for adjournment

4 for both.

5 COMMISSIONER DiANTONIO: Move the motion.

6 VICE CHAIRMAN NASH: Second.

7 CHAIRMAN BOYER: All in favor?

8 ALL: Aye.

9 CHAIRMAN BOYER: All opposed?

10 Meeting now adjourned.

11 (Whereupon, at 10:18 a.m., on Wednesday,

12 September 17, 2015, the meeting adjourned.)

13 There being no further business, on motion duly

14 made and seconded, the meeting was adjourned.

15 Respectfully submitted, 16

17 Raymond J. Santarelli 18 Corporate Secretary 19

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 18

1 CERTIFICATE

2 This is to certify that the attached 3 proceedings before the Port Authority Transit 4 Corporation on September 16, 2015, were held as herein 5 appears, and that this is the original transcript 6 thereof for the file of the Authority. 7

8 FREE STATE REPORTING, INC.

9

10 ______Tom Bowman 11 (Official Reporter) 12

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED MONTHLY LIST OF PAYMENTS Port Authority Transit Corporation Monthly List Of Previously Approved Payments 09/01/15 through 09/30/15 Meeting Date 10/21/15

Vendor Name Item Description Resolution # / Authorization Amount Cubic Transportation Systems AFC Customer Service Center PATCO-13-032 $43,900.34 AFC Customer Service Center Total $43,900.34 Cubic Transportation Systems AFC IS System Administration Support PATCO-12-011 $23,251.42 AFC IS System Administration Support Total $23,251.42 Acadaca AFC System Website Host PATCO-13-018 $9,154.00 AFC System Website Host Total $9,154.00 Dunbar Armored Inc. Armored Car Services-Revenue Transport DRPA-14-093 $866.64 Dunbar Armored Inc. Armored Car Services-Revenue Transport PATCO-12-024 $12,345.28 Armored Car Services-Revenue Transport Total $13,211.92 Halo House Animal Resort Canine Costs 25K Threshold $100.20 Canine Costs Total $100.20 Global Equipment Co. Car Overhaul, Preparation costs for car shipment 25K Threshold $2,350.38 Silk Road Transport Inc. Car Overhaul, Preparation costs for car shipment 25K Threshold $4,286.00 Car Overhaul, Preparation costs for car shipment Total $6,636.38 City Of Philadelphia City Wage Tax $4,925.53 City Wage Tax Total $4,925.53 Electric Time Co., Inc. Communications 25K Threshold $216.00 Graybar Electric Co. Inc. Communications 25K Threshold $122.10 Town Communications Communications 25K Threshold $195.00 Communications Total $533.10 Benefit Harbor, LP Consulting Services DRPA-14-104 $2,858.82 Consulting Services Total $2,858.82 Atlantic City Electric Electric Power Utility $33.75 Direct Energy Business Electric Power Utility $432,729.06 PECO Energy Electric Power Utility $57,891.43 PSE&G Co. Electric Power Utility $206,680.32 Electric Power Total $697,334.56 AARP Health Care Options Employee Benefits DRPA-14-133 $40,768.33 AmeriHealth insurance Company of New Jersey Employee Benefits DRPA-14-115 $208,668.49 Delta Dental Plan of NJ, Inc. Employee Benefits DRPA-13-103 $7,669.19 Horizon Blue Cross Blue Shield of NJ Employee Benefits DRPA-14-132 $19,520.93 Standard Insurance Company Employee Benefits PATCO-13-104 $27,656.75 State of New Jersey Department of Labor Employee Benefits $508.50 Teamsters Health & Welfare Funds Employee Benefits DRPA-15-033 $322,803.90 Teamsters Pension Fund Employee Benefits DRPA-14-047 $98,935.52 Vision Benefits of America Employee Benefits DRPA-13-105 $844.55 Employee Benefits Total $727,376.16 Treasury Direct Employee Deduction U.S. Savings Bonds $100.00 Employee Deduction U.S. Savings Bonds Total $100.00 AFLAC Employee Payroll Deductions $11,504.05 Commonwealth Of Pennsylvania Employee Payroll Deductions $32,264.13 National Drive Employee Payroll Deductions $8.00 PATCO - Flexible Spending Account Employee Payroll Deductions $2,953.21 South Jersey Federal Credit Union Employee Payroll Deductions $94,731.64 Teamsters Local Union 676 Employee Payroll Deductions $11,149.00 United Way Of Camden County Employee Payroll Deductions $47.04 VOYA Financial Employee Payroll Deductions $33,136.64 Employee Payroll Deductions Total $185,793.71 Internal Revenue Service Employee Withholding Tax Deposits $440,811.39 Pa Dept Of Revenue Employee Withholding Tax Deposits $6,878.26 State Of New Jersey GITAX Employee Withholding Tax Deposits $41,589.52 Employee Withholding Tax Deposits Total $489,279.17 DIRECTV Business Service Center Equipment Rental 25K Threshold $50.99 Matheson Tri-Gas, Inc. Equipment Rental 25K Threshold $1,278.69 South Jersey Welding Supply Company Equipment Rental 25K Threshold $1,511.49 Equipment Rental Total $2,841.17 Federal Express Corp. Freight Charges 25K Threshold $312.51 New Penn Motor Express Freight Charges 25K Threshold $142.90 Freight Charges Total $455.41 South Jersey Welding Supply Company Fuel Expenses 25K Threshold $232.79 Fuel Expenses Total $232.79 Qual Lynx (Wire Transfers Only) Insurance and Claims DRPA-12-098 $11,662.75 Insurance and Claims Total $11,662.75 BioChem Systems Inc. Inventory 25K Threshold $833.62 Sherwin-Williams Co., Woodbury, NJ Inventory 25K Threshold $217.98 Inventory Total $1,051.60 Kaeser Compressors Inventory - Buildings and Grounds 25K Threshold $1,138.82 Lowe's Commercial Services Inventory - Buildings and Grounds 25K Threshold $217.94 W E Timmerman Co Inc Inventory - Buildings and Grounds 25K Threshold $308.35 Xylem Inc. Inventory - Buildings and Grounds 25K Threshold $3,112.42 Inventory - Buildings and Grounds Total $4,777.53 Camden Tool Company Inventory - Tools 25K Threshold $320.54 M S C Industrial Supply Co. INC. Inventory - Tools 25K Threshold $1,463.18 Modern Track Machinery, Inc. Inventory - Tools 25K Threshold $836.13 Snap-On Industrial Inventory - Tools 25K Threshold $3,316.93 Winchester Industries Inc. Inventory - Tools 25K Threshold $204.00 Inventory - Tools Total $6,140.78 Allied Electronics, Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $4,554.62

Page 1 of 4 Port Authority Transit Corporation Monthly List Of Previously Approved Payments 09/01/15 through 09/30/15 Meeting Date 10/21/15

Vendor Name Item Description Resolution # / Authorization Amount Billows Electric Supply Co. Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $38.00 Colonial Electric Supply Co.,Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $218.49 Electronics Connections, Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $256.61 Electronics Exchange Inventory-Electrical/Electronic Supplies 25K Threshold $233.08 Franklin Electric Co. Inventory-Electrical/Electronic Supplies PATCO-15-007 $1,427.57 KC Electrical Distributors, Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $312.00 Marlac Electronics, a Div.of Syscom Tech, LLC Inventory-Electrical/Electronic Supplies 25K Threshold $506.88 Nelco Product Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $384.06 Pemberton Electrical Supply Company Inventory-Electrical/Electronic Supplies 25K Threshold $771.49 Inventory-Electrical/Electronic Supplies Total $8,702.80 Control Papers Company Inventory-Fare Collection Material 25K Threshold $518.63 Cubic Transportation Systems Inventory-Fare Collection Material PATCO-14-045 $7,035.54 National Battery Inventory-Fare Collection Material 25K Threshold $412.50 Inventory-Fare Collection Material Total $7,966.67 BDF Industrial Fasteners Inventory-Hardware 25K Threshold $1,157.74 C.L. Presser Company Inventory-Hardware 25K Threshold $579.58 GKY Industries Inventory-Hardware 25K Threshold $766.43 Inventory-Hardware Total $2,503.75 Ansaldo STS USA, Inc. Inventory-Track and Signal 25K Threshold $1,999.94 Utility Relay Company Inventory-Track and Signal 25K Threshold $11,079.90 Vossloh Track Material, Inc. Inventory-Track and Signal 25K Threshold $4,858.00 Inventory-Track and Signal Total $17,937.84 Airline Hydraulics Corp. Inventory-Transit Vehicle Material 25K Threshold $1,176.02 Airtek, Inc. Inventory-Transit Vehicle Material 25K Threshold $13,350.00 Applied Industrial Technologies Inventory-Transit Vehicle Material 25K Threshold $1,000.60 Arch Custom Manufacturing, Inc. Inventory-Transit Vehicle Material 25K Threshold $2,293.20 Broad Alliance Transport Supply, LLC Inventory-Transit Vehicle Material 25K Threshold $1,207.50 Franklin Fibre-Lamitex Corp. Inventory-Transit Vehicle Material 25K Threshold $1,379.23 Grainger Inventory-Transit Vehicle Material 25K Threshold $357.76 Grover Products Inventory-Transit Vehicle Material 25K Threshold $1,133.50 Hadady Corporation Inventory-Transit Vehicle Material 25K Threshold $2,887.12 Henry Stewart Company Inventory-Transit Vehicle Material 25K Threshold $1,425.00 Horne Products Inventory-Transit Vehicle Material PATCO-14-048 $8,393.83 MAC Products Inc Inventory-Transit Vehicle Material 25K Threshold $3,614.52 Michael Halebian & Co., Inc. Inventory-Transit Vehicle Material 25K Threshold $861.05 National Electrical Carbon Products, Inc. Inventory-Transit Vehicle Material 25K Threshold $1,493.75 Precision Flow LLC Inventory-Transit Vehicle Material 25K Threshold $545.84 Tri-Dim Filter Corp. Inventory-Transit Vehicle Material 25K Threshold $2,379.48 UKM Transit Products, Inc. Inventory-Transit Vehicle Material 25K Threshold $2,869.49 Vapor - WABTEC Inventory-Transit Vehicle Material 25K Threshold $1,132.20 Vapor Stone Rail Systems Inventory-Transit Vehicle Material 25K Threshold $1,186.40 WABTEC Passenger Transit Inventory-Transit Vehicle Material PATCO-14-045 $37,427.74 Wabtec Global Services Inventory-Transit Vehicle Material PATCO-14-045 $35,501.64 Wharton Hardware & Supply Inventory-Transit Vehicle Material 25K Threshold $100.00 Inventory-Transit Vehicle Material Total $121,715.87 Homeland Industrial Supply Janitorial Supplies 25K Threshold $1,023.53 INDCO Inc. Janitorial Supplies 25K Threshold $1,606.10 Y-Pers, Inc. Janitorial Supplies 25K Threshold $1,754.00 Janitorial Supplies Total $4,383.63 Ace Plbg, Htg & Electrical Supplies, Inc. Maintenance Of Buildings and Grounds 25K Threshold $1,314.59 All Industrial Safety Products Inc Maintenance Of Buildings and Grounds 25K Threshold $449.72 BigsEasy Lift Maintenance Of Buildings and Grounds 25K Threshold $1,875.00 Conroy's Corner Maintenance Of Buildings and Grounds 25K Threshold $801.03 HD Supply Waterworks, LTD. Maintenance Of Buildings and Grounds 25K Threshold $3,948.00 Home Depot Maintenance Of Buildings and Grounds 25K Threshold $515.83 James Doorcheck Inc. Maintenance Of Buildings and Grounds 25K Threshold $225.00 Johnstone Supply Maintenance Of Buildings and Grounds 25K Threshold $587.26 Just Ceramic Tile Maintenance Of Buildings and Grounds 25K Threshold $171.75 Lowe's Commercial Services Maintenance Of Buildings and Grounds 25K Threshold $292.36 Magnolia Garden Village Maintenance Of Buildings and Grounds 25K Threshold $16.00 QC Inc. Maintenance Of Buildings and Grounds 25K Threshold $201.00 Redy Battery Maintenance Of Buildings and Grounds 25K Threshold $180.43 South Camden Iron Works, Inc. Maintenance Of Buildings and Grounds 25K Threshold $43.22 Weeds, Inc. Maintenance Of Buildings and Grounds 25K Threshold $19,235.00 Wharton Hardware & Supply Maintenance Of Buildings and Grounds 25K Threshold $19.70 Willier Electric Company Maintenance Of Buildings and Grounds 25K Threshold $844.58 Xylem Inc. Maintenance Of Buildings and Grounds 25K Threshold $240.43 Maintenance Of Buildings and Grounds Total $30,960.90 Bruce's Collision Center Maintenance Of Highway Vehicles 25K Threshold $1,450.00 Echelon Ford Maintenance Of Highway Vehicles 25K Threshold $253.10 Lawson Products Maintenance Of Highway Vehicles 25K Threshold $314.92 MAC Hydraulics Maintenance Of Highway Vehicles 25K Threshold $565.00 NAPA Auto Parts Maintenance Of Highway Vehicles 25K Threshold $964.46 Pellegrino Chevrolet Maintenance Of Highway Vehicles 25K Threshold $77.08 Stanley's Auto Repair Inc. Maintenance Of Highway Vehicles 25K Threshold $31.00 UniSelect USA, Inc. Maintenance Of Highway Vehicles DRPA-15-023 $833.46 W E Timmerman Co Inc Maintenance Of Highway Vehicles 25K Threshold $3,936.30 Winner Ford Maintenance Of Highway Vehicles 25K Threshold $126.57

Page 2 of 4 Port Authority Transit Corporation Monthly List Of Previously Approved Payments 09/01/15 through 09/30/15 Meeting Date 10/21/15

Vendor Name Item Description Resolution # / Authorization Amount Maintenance Of Highway Vehicles Total $8,551.89 Eastern Lift Truck Co., Inc. Maintenance Of Shop Equipment 25K Threshold $401.30 Laurel Lawnmower Service Maintenance Of Shop Equipment 25K Threshold $202.32 Norris Sales Co. INC. Maintenance Of Shop Equipment 25K Threshold $237.05 Simco Electronics Maintenance Of Shop Equipment 25K Threshold $128.00 Maintenance Of Shop Equipment Total $968.67 American Auto Glass Maintenance Of Track & Signal Equipment 25K Threshold $425.00 Engineered Hydraulics Inc. Maintenance Of Track & Signal Equipment 25K Threshold $39.47 Johnson & Towers Inc Maintenance Of Track & Signal Equipment 25K Threshold $315.52 Maintenance Of Track & Signal Equipment Total $779.99 WORKNET Occ Med Medical-Physical Exam DRPA-14-103 $891.00 Medical-Physical Exam Total $891.00 Kathleen Imperatore Office Expense 25K Threshold $43.41 Nestle Waters North America Inc. Office Expense DRPA-15-026 $89.15 Office Expense Total $132.56 EPLUS Technology, Inc. Office Supplies And Equipment 25K Threshold $23,767.53 EPLUS Technology, Inc. Office Supplies And Equipment 25K Threshold $4,750.00 Paper Mart Inc. Office Supplies And Equipment DRPA-14-144 $2,233.05 W.B. Mason Co., Inc. Office Supplies And Equipment DRPA-14-144 $999.69 Office Supplies And Equipment Total $31,750.27 Coober Sarl Overhaul Transit Vehicle Trucks 25K Threshold $4,600.00 Overhaul Transit Vehicle Trucks Total $4,600.00 PATCO - Payroll Account Payroll For Accounting Period $976,080.01 Payroll For Accounting Period Total $976,080.01 PNC BANK P-Card Purchases DRPA-09-075 $3,152.46 P-Card Purchases Total $3,152.46 Postal Service Postage 25K Threshold $1,500.00 Postage Total $1,500.00 Stevens & Lee Professional Ser. - Labor Relations DRPA-13-032 $701.90 Professional Ser. - Labor Relations Total $701.90 SunGard Availability Services LP. Professional Ser. Information Systems DRPA-10-135 $1,825.00 Professional Ser. Information Systems Total $1,825.00 Eric Ryan Corporation Professional Services - Auditing DRPA-13-088 $758.24 Professional Services - Auditing Total $758.24 East Coast Event Rental Public and Employee Relations 25K Threshold $83.75 Public and Employee Relations Total $83.75 Caitlin Mannion Refunds 25K Threshold $14.00 Cindy Epstein Refunds 25K Threshold $12.00 James and Yvonne Brisbane Refunds 25K Threshold $38.28 Mandale Powell Refunds 25K Threshold $17.00 Michelle Segal Refunds 25K Threshold $20.00 Ralph Guenther Refunds 25K Threshold $13.00 Robert Redstreak Refunds 25K Threshold $12.00 Tawon Lewis Refunds 25K Threshold $10.05 Vasanth Ramasamy Refunds 25K Threshold $20.00 Refunds Total $156.33 A & A Glove & Safety Co. Safety Expenses 25K Threshold $3,690.00 A&A Sales Associates, LLC Safety Expenses 25K Threshold $144.96 Airgas Safety, Inc. Safety Expenses 25K Threshold $1,584.23 Arbill Industries Inc Safety Expenses 25K Threshold $375.23 Homeland Industrial Supply Safety Expenses 25K Threshold $119.00 Irvine Fire & Safety Safety Expenses 25K Threshold $520.00 New Pig Corp Safety Expenses 25K Threshold $491.26 Pendergast Safety Equipment Co Safety Expenses 25K Threshold $1,130.61 Slate Belt Safety Safety Expenses 25K Threshold $1,561.50 Stauffer Glove & Safety Co. Safety Expenses 25K Threshold $361.69 Safety Expenses Total $9,978.48 Lawmen Supply Company Security/Law Enforcement Costs 25K Threshold $512.27 Security/Law Enforcement Costs Total $512.27 Siemens Industry, Inc. Service Breaker D550 - Air Tanker Installation 25K Threshold $2,783.39 Service Breaker D550 - Air Tanker Installation Total $2,783.39 Terminix Commerical Service Contract - Pest Control 25K Threshold $950.00 Service Contract - Pest Control Total $950.00 Republic Services Service Contract - Trash Removal PATCO-13-034 $610.96 Waste Management of New Jersey, Inc. Service Contract - Trash Removal PATCO-14-001 $1,539.80 Service Contract - Trash Removal Total $2,150.76 Slack Envoronmental Service Inc. Service Contracts DRPA-14-022 $2,103.84 Tab Inc. Service Contracts 25K Threshold $150.00 Service Contracts Total $2,253.84 City of Camden Sewer Water Charges Utility $185.30 NJ-American Water Co. Sewer Water Charges Utility $2,107.01 Water Revenue Bureau City of Philadelphia Sewer Water Charges Utility $426.72 Sewer Water Charges Total $2,719.03 Bortek Industries, Inc. Shop Equipment 25K Threshold $3,090.59 Hilti Inc Shop Equipment 25K Threshold $1,917.31 Snap-On Industrial Shop Equipment 25K Threshold $998.52 Uline Shop Equipment 25K Threshold $594.07 Shop Equipment Total $6,600.49

Page 3 of 4 Port Authority Transit Corporation Monthly List Of Previously Approved Payments 09/01/15 through 09/30/15 Meeting Date 10/21/15

Vendor Name Item Description Resolution # / Authorization Amount Franklin Electric Co. Shop Supplies 25K Threshold $242.26 Fuchs Lubricants, Co. Shop Supplies 25K Threshold $1,091.10 Lowe's Commercial Services Shop Supplies 25K Threshold $25.64 Mc Master-Carr Supply Co Shop Supplies 25K Threshold $568.69 Reit Lubricants Shop Supplies 25K Threshold $3,458.80 Shop Supplies Total $5,386.49 Verizon Telephone Expenses Utility $425.35 Telephone Expenses Total $425.35 Accountants for You, Inc. Temporary Services DRPA-15-061 $34,822.40 Perry Resources Temporary Services DRPA-15-061 $19,230.68 Temporary Services Total $54,053.08 SEPTA Transfer Payments PATCO-95-002 $115,106.00 Transfer Payments Total $115,106.00 RAM Industrial Services LLC Transit Vehicles Traction Motor Repairs PATCO-14-028 $50,225.00 Sherwood Electromotion Inc. Transit Vehicles Traction Motor Repairs PATCO-14-028 $99,723.00 Swiger Coil Systems A Wabtec Company Transit Vehicles Traction Motor Repairs PATCO-14-028 $110,945.34 Transit Vehicles Traction Motor Repairs Total $260,893.34 Albert Green Travel Expenses 25K Threshold $51.76 Chiare Mirra Travel Expenses 25K Threshold $805.10 John D. Rink Travel Expenses 25K Threshold $25.00 Joseph Mc Gonigle Travel Expenses 25K Threshold $34.50 Travel Expenses Total $916.36 Michael Fiocca Jr. Tuition Reimbursement 25K Threshold $1,350.00 Tuition Reimbursement Total $1,350.00 A & A Glove & Safety Co. Uniform Purchases 25K Threshold $4,698.42 Galls Inc. Uniform Purchases 25K Threshold $1,050.00 Quik Stitch Embroidery Uniform Purchases 25K Threshold $277.50 Reflective Apparel Factory, Inc. Uniform Purchases 25K Threshold $3,098.95 Uniform Purchases Total $9,124.87 UniFirst Corporation Uniform Rental & Cleaning PATCO-12-011 $3,796.79 Wilson Cleaners & Dyers Uniform Rental & Cleaning 25K Threshold $114.12 Uniform Rental & Cleaning Total $3,910.91 Expertpay Child Support Wage Attachments 25K Threshold $7,739.24 Isabel C. Balboa, Trustee Wage Attachments 25K Threshold $520.00 New Jersey Family Support Payment Center Wage Attachments 25K Threshold $1,200.00 Trust Account of Frank Todoro Wage Attachments 25K Threshold $277.92 US Department of Education Wage Attachments 25K Threshold $367.98 Wage Attachments Total $10,105.14 Qual Lynx (Wire Transfers Only) Workers Compensation Costs DRPA-12-098 $48,391.14 Workers Compensation Costs Total $48,391.14 PATCO - Malfunction Fund Working Fund Replenishment 25K Threshold $603.35 PATCO - Petty Cash Working Fund Replenishment 25K Threshold $589.74 Working Fund Replenishment Total $1,193.09 Spectrum Marketing & Communications Inc. World Meeting of Families 2015 Pope visit 25K Threshold $1,174.25 Williams Scotsman, Inc. World Meeting of Families 2015 Pope visit 25K Threshold $4,579.79 World Meeting of Families 2015 Pope visit Total $5,754.04 Grand Total $4,002,278.94

Page 4 of 4 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS & CONTRACTS PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - SEPTEMBER 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION 503 Corporation Stores Inventory - Lindenwold 136660 $375.35 25KTHRES A & A GLOVE & SAFETY CO. Stores Inventory - Lindenwold 136672 $864.00 25KTHRES A & B Wiper Supply Inc Stores Inventory - Lindenwold 136678 $998.75 25KTHRES Airgas Safety, Inc. Stores Inventory - Lindenwold 136691 $196.12 25KTHRES Airgas Safety, Inc. Stores Inventory - Lindenwold 136650 $119.75 25KTHRES ALL BRANDS Janitorial Services 136574 $590.70 25KTHRES ALLIED ELECTRONICS, INC. Stores Inventory - Lindenwold 136653 $1,243.48 25KTHRES ALLIED ELECTRONICS, INC. Stores Inventory - Lindenwold 136685 $192.36 25KTHRES ALMOND GLASS WORKS INC. Buildings-general-maint. 136644 $737.00 25KTHRES APPLIED INDUSTRIAL TECHNOLOGIES Stores Inventory - Lindenwold 136611 $316.50 25KTHRES APPLIED INDUSTRIAL TECHNOLOGIES Stores Inventory - Lindenwold 136674 $178.00 25KTHRES Atlantic Tactical Purchase Of Uniforms 136639 $371.22 25KTHRES BDF INDUSTRIAL FASTENERS Stores Inventory - Lindenwold 136557 $2,547.00 25KTHRES BDF INDUSTRIAL FASTENERS Stores Inventory - Lindenwold 136613 $1,917.00 25KTHRES BDF INDUSTRIAL FASTENERS Stores Inventory - Lindenwold 136591 $85.10 25KTHRES Billows Electric Supply Co. Inc. Stores Inventory - Lindenwold 136668 $1,246.00 25KTHRES Billows Electric Supply Co. Inc. Electrical Service 136586 $960.00 25KTHRES Billows Electric Supply Co. Inc. Stores Inventory - Lindenwold 136656 $171.00 25KTHRES Bortek Industries, Inc. Shop Equip-grounds/gen Maint 136575 $452.00 25KTHRES Brandywine Packaging Stores Inventory - Lindenwold 136598 $239.52 25KTHRES Bruce's Collision Center Auto-materials, Oil,& Repairs 136587 $4,477.15 25KTHRES Bruce's Collision Center Auto-materials, Oil,& Repairs 136571 $2,209.86 25KTHRES BURTON'S RADIATOR INC Auto-materials, Oil,& Repairs 136570 $200.00 25KTHRES C.L. PRESSER COMPANY Stores Inventory - Lindenwold 136640 $3,308.65 25KTHRES C.L. PRESSER COMPANY Stores Inventory - Lindenwold 136614 $381.50 25KTHRES C.L. PRESSER COMPANY Stores Inventory - Lindenwold 136688 $198.10 25KTHRES Camden Computers Inc. Supervisory Control 136569 $1,300.00 25KTHRES CAMDEN TOOL COMPANY Stores Inventory - Lindenwold 136666 $561.98 25KTHRES CONROY'S CORNER Stores Inventory - Lindenwold 136684 $66.72 25KTHRES CONTROL PAPERS COMPANY Stores Inventory - Lindenwold 136673 $1,085.16 25KTHRES Cooper Electric Supply Co. Stores Inventory - Lindenwold 136592 $431.50 25KTHRES Cubic Transportation Systems Stores Inventory - Lindenwold 84339 $1,742.10 PATCO-14-045 D.M. DIRECT Stores Inventory - Lindenwold 136588 $981.75 25KTHRES DELL MARKETING L.P. CAR OVERHAUL, PREP CARS FOR SHIPMENT 136664 $19,502.63 25KTHRES DELL MARKETING L.P. Miscellaneous Office Exp. 136563 $331.96 25KTHRES DEL-VEL CHEMICAL Stores Inventory - Lindenwold 136681 $91.40 25KTHRES Diversified Metal Fabricators Stores Inventory - Lindenwold 136689 $720.00 25KTHRES Eagle Point Gun / T.J. Morris & Son Explosive 136622 $835.93 25KTHRES East Coast Event Rental Public Relations 136565 $236.00 25KTHRES East Coast Event Rental TRAINING 136617 $86.00 25KTHRES ECHELON FORD Auto-materials, Oil,& Repairs 136645 $841.02 25KTHRES EFFECTIVE CONTROLS EAST, INC. Stores Inventory - Lindenwold 136665 $251.32 25KTHRES Electronics Connections, Inc. Stores Inventory - Lindenwold 136669 $1,812.90 25KTHRES Electronics Connections, Inc. Stores Inventory - Lindenwold 136600 $408.80 25KTHRES Elmer Door Co. Inc. Station Doors 136584 $6,900.00 25KTHRES ENERSYS INC. Stores Inventory - Lindenwold 136658 $480.90 25KTHRES G A Blanco & Sons Inc. Office Equipment 136636 $2,060.00 25KTHRES G A Blanco & Sons Inc. Office Equipment 136638 $1,140.00 25KTHRES G A Blanco & Sons Inc. Stores Inventory - Lindenwold 136686 $65.00 25KTHRES GEN-EL Safety & Industrial Products, LLC Stores Inventory - Lindenwold 136633 $368.00 25KTHRES GENERAL CHEMICAL & SUPPLY Stores Inventory - Lindenwold 136683 $588.98 25KTHRES GENERAL CHEMICAL & SUPPLY Stores Inventory - Lindenwold 136596 $71.36 25KTHRES GKY Industries Stores Inventory - Lindenwold 136667 $130.85 25KTHRES

Page 1 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - SEPTEMBER 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION GKY Industries Stores Inventory - Lindenwold 136590 $111.25 25KTHRES Grainger Stores Inventory - Lindenwold 136629 $3,342.20 25KTHRES Grainger Stores Inventory - Lindenwold 136696 $178.72 25KTHRES Graybar Electric Co. Inc. Stores Inventory - Lindenwold 136562 $1,180.00 25KTHRES Graybar Electric Co. Inc. Stores Inventory - Lindenwold 136698 $921.42 25KTHRES H.C. Warner, Inc. Stores Inventory - Lindenwold 136671 $95.00 25KTHRES HELWIG CARBON PRODUCTS, INC. Stores Inventory - Lindenwold 136607 $4,183.75 PATCO-14-048 HELWIG CARBON PRODUCTS, INC. Stores Inventory - Lindenwold 136679 $532.00 PATCO-14-048 HILTI INC Stores Inventory - Lindenwold 136589 $1,974.51 25KTHRES HILTI INC Stores Inventory - Lindenwold 136697 $538.38 25KTHRES HOERBIGER CORP. OF AMERICA, INC. Stores Inventory - Lindenwold 136560 $4,956.14 25KTHRES HOUGH PETROLEUM Stores Inventory - Lindenwold 136675 $365.40 25KTHRES INDCO INC. Stores Inventory - Lindenwold 136663 $2,034.14 25KTHRES INDCO INC. Stores Inventory - Lindenwold 136567 $826.20 25KTHRES INDCO INC. Stores Inventory - Lindenwold 136626 $200.00 25KTHRES Industrial Distribution Group Stores Inventory - Lindenwold 136599 $189.00 25KTHRES Industrial Distribution Group Stores Inventory - Lindenwold 136661 $150.48 25KTHRES J.A. Cunningham Equipment, Inc. REPLACE WELDER 136637 $10,342.26 25KTHRES JAMES DOORCHECK INC. Stores Inventory - Lindenwold 136615 $3,445.35 25KTHRES JAMES DOORCHECK INC. Stores Inventory - Lindenwold 136695 $866.00 25KTHRES KC Electrical Distributors, Inc. Stores Inventory - Lindenwold 136597 $131.88 25KTHRES Kirk Key Interlock Company TRACK & ELECTRICAL REHAB ACROSS BFB 136631 $1,992.00 25KTHRES KSL SUPPLIES INC. Stores Inventory - Lindenwold 136579 $486.00 25KTHRES KSL SUPPLIES INC. Stores Inventory - Lindenwold 136694 $336.25 25KTHRES Lawmen Supply Company Purchase Of Uniforms 136618 $1,907.00 25KTHRES Lawmen Supply Company Purchase Of Uniforms 136619 $1,907.00 25KTHRES Lawmen Supply Company Purchase Of Uniforms 136620 $1,450.00 25KTHRES Liberty Rubber Stamp Co. Stationary Forms, Print 136632 $159.80 25KTHRES Lowe's Commercial Services WORLD MEETING OF FAMILIES POPE VISIT 136572 $700.00 25KTHRES Lowe's Commercial Services Stores Inventory - Lindenwold 136693 $311.73 25KTHRES M S C INDUSTRIAL SUPPLY CO. INC. Stores Inventory - Lindenwold 136602 $582.36 25KTHRES MAC Products Inc Stores Inventory - Lindenwold 136652 $18,614.15 25KTHRES MC MASTER-CARR SUPPLY CO Stores Inventory - Lindenwold 136677 $676.93 25KTHRES MC MASTER-CARR SUPPLY CO Stores Inventory - Lindenwold 136580 $331.25 25KTHRES MC MASTER-CARR SUPPLY CO Stores Inventory - Lindenwold 136559 $92.20 25KTHRES Modern Track Machinery, Inc. Shop Equip-grounds/gen Maint 136578 $4,960.00 25KTHRES MURPHY & READ SPRING MFG Stores Inventory - Lindenwold 136676 $381.80 25KTHRES NAPA Auto Parts Stores Inventory - Lindenwold 136606 $329.40 25KTHRES National Automated Solutions Buildings-elect.-maint. 301623 $2,500.00 25KTHRES Nestle Waters North America Inc. Miscellaneous Office Exp. 136630 $142.64 25KTHRES NEW PIG CORP Stores Inventory - Lindenwold 136690 $380.16 25KTHRES North American Equipment Sales Co., Inc. Shop Equip-grounds/gen Maint 136585 $5,796.00 25KTHRES Northeast Communications Group, Inc. Parking Area 136648 $18,513.00 25KTHRES NORTHERN TOOL & EQUIPMENT CO. Hand And Measuring Tools 136583 $333.00 25KTHRES OHMITE MANUFACTURING Stores Inventory - Lindenwold 136692 $1,515.60 25KTHRES Orr Safety Corporation Stores Inventory - Lindenwold 136582 $696.00 25KTHRES PAPER MART INC. Stores Inventory - Lindenwold 136651 $1,794.00 25KTHRES PAPER MART INC. Stationary Forms, Print 136625 $142.69 25KTHRES Pemberton Electrical Supply Company Stores Inventory - Lindenwold 136594 $1,850.16 25KTHRES PENDERGAST SAFETY EQUIPMENT CO Stores Inventory - Lindenwold 136581 $1,221.12 25KTHRES PENDERGAST SAFETY EQUIPMENT CO Stores Inventory - Lindenwold 136662 $661.62 25KTHRES PPC Lubricants Stores Inventory - Lindenwold 136628 $3,047.00 25KTHRES Precision Flow LLC Stores Inventory - Lindenwold 136608 $385.24 25KTHRES

Page 2 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - SEPTEMBER 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION Precision Flow LLC Stores Inventory - Lindenwold 136699 $104.39 25KTHRES PUBLIC SAFETY OUTFITTERS Explosive 136624 $464.00 25KTHRES RAILWEL INDUSTRIES INC. Switch Movement 136635 $4,960.00 25KTHRES RAM Industrial Services LLC TRACTION MOTOR REBUILD 84351 $17,881.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84350 $6,949.00 PATCO-14-028 Reflective Apparel Factory, Inc. WORLD MEETING OF FAMILIES POPE VISIT 136573 $496.90 25KTHRES REIT LUBRICANTS Stores Inventory - Lindenwold 136627 $8,301.12 25KTHRES Riggins Inc. Fuel Oil-lindenwold 301624 $22,231.20 DRPA-15-078 Robbins Water Service Inc. Buildings-plumb.-maint. 136577 $1,480.00 25KTHRES Security and Data Technologies, Inc. SAFETY 301625 $2,500.00 25KTHRES SELCO MANUFACTURING CORP Stores Inventory - Lindenwold 136558 $1,500.00 25KTHRES Shallcross Bolt and Specialties Co. Stores Inventory - Lindenwold 136561 $1,124.00 25KTHRES Shallcross Bolt and Specialties Co. Stores Inventory - Lindenwold 136595 $37.50 25KTHRES Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84353 $20,410.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84354 $20,410.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84355 $20,410.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84349 $20,186.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84347 $17,354.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84348 $16,102.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84352 $14,746.00 PATCO-14-028 SNAP-ON INDUSTRIAL Stores Inventory - Lindenwold 136659 $2,510.26 25KTHRES SOUTH JERSEY WELDING SUPPLY COMPANY Stores Inventory - Lindenwold 136680 $100.00 25KTHRES SPS Marketing Inc. Explosive 136641 $404.30 25KTHRES Stauffer Glove & Safety Co. Stores Inventory - Lindenwold 136610 $259.12 25KTHRES Strato Inc. Stores Inventory - Lindenwold 136609 $397.26 25KTHRES Tactical Public Safety, LLC Electrical/electronic 136566 $3,540.00 25KTHRES Tactical Public Safety, LLC WORLD MEETING OF FAMILIES POPE VISIT 136642 $3,355.20 25KTHRES TELE-SOURCE IND. INC. Stores Inventory - Lindenwold 136682 $450.60 25KTHRES Terminix Commerical Structural Parts,car Body 301627 $5,000.00 25KTHRES Terminix Commerical Structural Parts,car Body 136564 $600.00 25KTHRES Transit Outsource Company Stores Inventory - Lindenwold 136646 $7,398.00 25KTHRES Travers Tool Co., Inc. Stores Inventory - Lindenwold 136603 $105.36 25KTHRES TRI-STATE INDUSTRIAL DISTRIBUTORS OF NJ, INC. Stores Inventory - Lindenwold 136634 $4,560.00 25KTHRES TRI-STATE INDUSTRIAL DISTRIBUTORS OF NJ, INC. Stores Inventory - Lindenwold 136612 $645.35 25KTHRES Tri-State Technical Sales Corporation Stores Inventory - Lindenwold 136623 $2,838.00 25KTHRES TRU-FIT FRAME & DOOR CORP Stores Inventory - Lindenwold 136654 $883.65 25KTHRES Uline Stores Inventory - Lindenwold 136601 $70.00 25KTHRES UNITED REFRIGERATION INC Stores Inventory - Lindenwold 136604 $112.95 25KTHRES United Static Control Products, Inc. Shop Equipment 136643 $998.73 25KTHRES UTC/Rail & Air Sources, Inc. GEAR UNITS 84343 $6,663.53 PATCO-14-015 UTC/Rail & Air Sources, Inc. GEAR UNITS 84344 $6,663.53 PATCO-14-015 UTC/Rail & Air Sources, Inc. GEAR UNITS 84345 $6,663.53 PATCO-14-015 V.E. Ralph & Sons, Inc. SAFETY 136568 $2,676.95 25KTHRES Vapor Stone Rail Systems Stores Inventory - Lindenwold 136670 $85.60 25KTHRES Vossloh Track Material, Inc. Stores Inventory - Lindenwold 136593 $1,584.96 25KTHRES W.B. Mason Co., Inc. WORLD MEETING OF FAMILIES POPE VISIT 136576 $1,899.60 25KTHRES W.B. Mason Co., Inc. Stationary Forms, Print 136621 $1,169.19 25KTHRES W.B. Mason Co., Inc. Stores Inventory - Lindenwold 136687 $306.80 25KTHRES WABTEC Passenger Transit Stores Inventory - Lindenwold 136605 $8,945.08 PATCO-14-045 WABTEC Passenger Transit Stores Inventory - Lindenwold 136655 $1,463.00 PATCO-14-045 Waste Management of New Jersey, Inc. WORLD MEETING OF FAMILIES POPE VISIT 136649 $675.00 25KTHRES WHARTON HARDWARE & SUPPLY WORLD MEETING OF FAMILIES POPE VISIT 136647 $756.00 25KTHRES Y-Pers, Inc. Stores Inventory - Lindenwold 136616 $3,480.00 25KTHRES

Page 3 BALANCE SHEET PORT AUTHORITY TRANSIT CORPORATION

BALANCE SHEET August 31, 2015

ASSETS December 31,2014 August 31, 2015

Cash (Includes $107,460 in Station Escrow Funds) $1,061,666 $2,123,888 Investments (Note 1) 2,655,000 2,655,000 Accounts Receivable 1,208,970 1,386,027 Inventory at lower of cost (first-in, first-out) or market 5,584,046 5,460,959 Prepaid Expenses 1,430,192 1,045,329 Work Orders in Progress 1,885,433 933,473 $13,825,307 $13,604,676

LIABILITIES AND EQUITY Liabilities: Accounts Payable: Trade $ 2,368,155 $1,848,140 Delaware River Port Authority (Note 2) 250,852,000 254,933,332 Accrued Liabilities: Reserve for Other Post Employment Benefits (Note 4) 10,269,503 10,269,503 Deferred Revenue (Note 5) 3,706,376 4,049,739 Wages 756,490 583,277 Payroll taxes 51,842 79,584 Pension and Other 663,315 390,271 Sick Leave Benefits 417,209 395,593 Reserve for Unused Vacation 357,291 332,865 Reserve for contingent liabilities (Note 3) 3,468,561 2,894,143 $ 272,910,742 $ 275,776,447

Equity: Advances from Delaware River Port Authority 385,338,619 401,022,638 Deficit ($ 644,424,054) ($ 663,194,409)

$ 13,825,307 $ 13,604,676 PORT AUTHORITY TRANSIT CORPORATION (A Wholly Owned Subsidiary Of Delaware River Port Authority) STATEMENT OF REVENUES AND EXPENSES AND DEFICIT FOR THE PERIOD INDICATED

Year to date ended Month ended

August 31, 2015 August 31, 2015 Operating Revenues: Passenger fares $16,361,263 $2,031,949 Passenger parking 537,584 65,528 Passenger - other 80,983 10,319 Advertising 357,212 51,963 Miscellaneous 68,967 55,601 Interest Income From Investments 0 0 $17,406,009 $2,215,360

Operating Expenses: Maintenance of Way and Power 8,181,255 878,057 Maintenance of Equipment 5,020,395 524,215 Purchased Power 3,152,151 240,783 Transportation 11,634,832 1,423,091 General Insurance 775,149 161,075 Superintendence and General Office 3,331,250 401,699 32,095,032 3,628,920 Rent of Rapid Transit System Facilities (Note 2) 4,081,332 510,167 Other Post Employment Benefits Accrual (Note 4) 0 0 $36,176,364 $4,139,087

Net Income (loss) ( $ 18,770,355) ( $ 1,923,727)

Deficit, December 31, 2014 ($ 644,424,054)

Deficit, August 31, 2015 ($ 663,194,409)

See Notes To Financial Statements PORT AUTHORITY TRANSIT CORPORATION (A Wholly Owned Subsidiary of the Delaware River Port Authority) August 31, 2015

NOTES TO FINANCIAL STATEMENTS

1. Investments:

The Corporation has set aside $2,655,000. to partially fund its liability for self-insurance with the following limits: (a) Totally self-insured for Voluntary Workers Compensation.

(b) Comprehensive General Liability from the first dollar to $5,000,000 per occurrence.

2. Rent of transit system facilities:

All rapid transit system facilities used by the Corporation are leased from the Delaware River Port Authority, under terms of an agreement dated April 18, 1969 and amended June 3, 1974. The lease requires the Corporation to operate and maintain the Locust-Lindenwold line.

The terms of the amended agreement, which was made retroactive to January 1, 1974, and which is to continue from year to year, provide that the Corporation pay a minimum annual rental of $6,122,000, which approximates the sum of the annual interest expense to the Delaware River Port Authority for that portion of its indebtedness attributable to the construction and equipping of the leased facilities plus the provision for depreciation of the rapid transit facilities as recorded by the Authority. In addition, the lease requires the Corporation to pay to the Authority any net earnings from operations for the Locust-Lindenwold line less a reasonable amount to be retained for working capital and operating reserves.

The rent is payable semi-annually on June 30 and December 31. The Corporation is in default of this agreement as payments totaling $254,933,332 from January 1, 1974 through August 31, 2015 have not been made to the Authority.

3. Reserves for Contingent Liabilities:

Pursuant to a policy of self-insurance, the Corporation has reserved $ 798,259 for Comprehensive General Liability and $ 2,095,884 for Workers' Compensation.

4. Other Post-Employment Benefits:

The Government Accounting Standards Board (GASB) has issued Statement No. 45, “Accounting and Financial Reporting by Employers for Post-Employment Benefits Other than Pensions (OPEB),” which addresses the accountability and disclosure of the costs and obligations, that are associated with post- employment health care and other non-pension benefits to current and future retirees, by governmental entities. Pursuant to this requirement, the Corporation adopted its reporting requirements during the 2007 fiscal year. The OPEB accrual, in recognition of the costs and obligations associated with post- employment health care, represents an actuarial determined amount upon an unfunded assumption under a 30-year amortization period at a discount rate of 5%.

5. Deferred Revenue:

Deferred revenue consists of the prepayment of fares related to the unearned values on passengers’ smart cards for unused trips.

OPERATIONS & MAINTENANCE

Refer to Operations and Maintenance Minutes in the DRPA Board Packet

SUMMARY STATEMENT

ITEM NO.: PATCO-15-027 SUBJECT: PA Replacement System

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: October 6, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board authorizes staff to negotiate a contract with Northeast Communications Group, Inc. to replace existing headend PA equipment with new equipment that will provide better sound quality.

Amount: Up to $328,595.00

Consultants: Northeast Communications Group, Inc. 242 Route 156 Trenton, NJ 08620

PURPOSE: To adopt a resolution authorizing staff to negotiate a contract with Northeast Communications Group, Inc. to replace existing PA equipment with new equipment that will be more reliable and provide better sound quality. This work will be under GSA Schedule GS 35F 475BA pricing. ‐ ‐ BACKGROUND: The current hardware that operates the PA system has reached the end of its useful life and spare equipment is becoming difficult to find. To replace a component that failed, we had to procure a used item off EBay. The technology is also generations behind that of more up-to- date equipment.

Utilizing Northeast Communications Group, Inc., this project will install a new backbone from Center Tower to all the field equipment in Station LAN rooms. The new equipment, which will include microphone stations, amplifiers, switchgear, zone controllers, etc., will offer a much improved high fidelity sound compared to the existing equipment. The equipment will be installed in all 13 PATCO stations and Center Tower. The Bogen equipment to be installed is already in use at other major transportation facilities and airports throughout the world.

Replacement of speakers will be included in Phase 2 of the project; Phase 2 of this project will be submitted to the Board in a separate Summary Statement/Resolution in 2016. SUMMARY STATEMENT -2- PA Replacement System O&M 10/6/15

Staff has reviewed and evaluated Northeast Communications Group, Inc.’s proposal and determined it to be fair and reasonable.

SUMMARY: Amount: Not to exceed $328,595.00 Source of Funding: 2013 Revenue Bonds Operating Budget: N/A Capital Project #: TE-1506 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Four (4) months Other Parties Involved: N/A PATCO-15-027 Operations & Maintenance: October 6, 2015 Board Date: October 21, 2015 PA Replacement System

RESOLUTION

RESOLVED: That the Board of Commissioners of the Port Authority Transit Corporation authorizes staff to negotiate a contract with Northeast Communications Group, Inc. to replace headend PA equipment, not to exceed $328,595.00; and be it further

RESOLVED: That the Chairman, Vice Chairman and the President must approve and are hereby authorized to approve and execute all necessary agreements, contracts or other documents on behalf of PATCO. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and President and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on half of PATCO along with the President. If both the Chairman and Vice Chairman are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the President shall execute such documents on half of PATCO.

SUMMARY: Amount: Not to exceed $328,595.00 Source of Funding: 2013 Revenue Bonds Operating Budget: N/A Capital Project #: TE-1506 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Four (4) months Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: PATCO-15-028 SUBJECT: Procurement of Replacement Transit Car Wheels for PATCO Revenue Cars

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: October 6, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board of Commissioners authorizes staff to negotiate a contract with TSS, Inc. (representing Bonatrans, A.S.: Bohumin, Czech Republic) for the purchase and delivery of 400 transit car wheels for revenue cars.

Amount: $420,080

Contractor: TSS, Inc. 85 Abbottsford Drive Pinehurst, NC 28374

Other Bidders: Alstom Transport $472,000 Mass Transit No Bid Standard Steel No Bid MilBpray MilitaryTech No Bid

PURPOSE: To maintain an inventory of new wheels, to replace wheels worn and condemned for minimum size.

BACKGROUND: The 2015 Capital Budget includes funds for the overhaul of transit car trucks. As part of this project to overhaul transit car trucks, worn transit car wheels are procured, placed in inventory and when withdrawn from inventory, charged against the project. The steel wheels used on the transit cars have a nominal life of approximately 250,000 miles due to normal wear and tear encountered in the day-to-day operations and must be replaced due to a reduction in the size of the wheel.

On July 31, 2015, Requests for Bid were sent to eleven (11) suppliers potentially capable of providing this material. The procurement was also publicly advertised on the DRPA web site from July 31, 2015 through September 23, 2015.

The Bid Opening occurred on September 23, 2015. Five (5) responses were received including three (3) No Bids. The low bid was submitted by SUMMARY STATEMENT -2- Procurement of Replacement Transit Car O&M 10/6/15 Wheels for PATCO Revenue Cars

TSS, Inc. in the total amount of $420,800, or $1,050 per wheel. The last procurement of 400 transit car wheels was approved under Board Resolution PATCO-12-003 at a unit price of $1,137.00 per wheel.

It is recommended that a contract be negotiated for the purchase and delivery of 400 Transit Car Wheels with TSS, Inc. in the total amount of $420,800. Upon approval of the Board, a contract will be negotiated with TSS, Inc. to provide the Transit Car Wheels as required.

SUMMARY: Amount: $420,800 Source of Funds: General Fund/Revenue Bonds Funding Source: Capital Budget Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties: N/A PATCO-15-028 Operations & Maintenance Committee: October 6, 2015 Board Date: October 21, 2015 Procurement of Replacement Transit Car Wheels for PATCO Revenue Cars

RESOLUTION

RESOLVED: That the Board hereby authorizes staff to negotiate a purchase agreement with TSS, Inc. for the purchase and delivery of 400 Transit Car Wheels for a total cost not to exceed $420,800; and be it further

RESOLVED: That the Chair, Vice Chair and the President must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the PATCO. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and President and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of PATCO. If both the Chair and Vice Chair are absent or unavailable, and any agreement or agreements need to be executed during their absence, then the President may execute on behalf of PATCO.

SUMMARY: Amount: $420,800 Source of Funds: General Fund/Revenue Bonds Funding Source: Capital Budget Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties: N/A SUMMARY STATEMENT

ITEM NO.: PATCO-15-029 SUBJECT: Procurement and Delivery of Eighty (80) Machined Axles for PATCO

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: October 6, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board of Commissioners authorizes staff to negotiate a contract with UTC/RAS for the procurement and delivery of eighty (80) machined axles.

Amount: $169,262.40

Contractor: UTC/RAS 501 Highland Avenue Morton, PA 19070

Other Bidders: Progress Rail Services $879,200 Penn Machine $245,000 TSS, Inc. $231,600 R&W Machine $207,920 ORX $181,280 Standard Forged Products No Bid

PURPOSE: To procure axles for use in overhauled Transit Car trucks. Axles are reused when possible; these axles will replace those not qualified for reuse. Installation of axles is done by PATCO as part of the Truck Overhaul.

BACKGROUND: The 2015 budget includes funds for overhaul of PATCO Transit Car trucks. As part of this project to overhaul transit car trucks, worn transit car wheels are procured, placed in inventory and when withdrawn from inventory, charged against the project. Axles are a component of the trucks and are re-used if they pass inspection and test. These axles will replace the axles that fail inspection. Axles are a critical component of the Transit Cars.

On July 21, 2015, Requests for Bid were sent to twelve (12) suppliers potentially capable of providing this material. The procurement was also publicly advertised on the DRPA web site from July 31 through September 22, 2015. Seven (7) responses were received, including one (1) no-bid. The low bid was submitted by UTC/RAS in the total SUMMARY STATEMENT -2- Procurement and Delivery of O&M 10/6/15 Eighty (80) Machined Axles for PATCO

amount of $169,262.40, or $2,115.78 per unit. The last procurement of 80 axles was approved under Board Resolution PATCO-14-024 at a unit price of $2,266.00 per axle.

It is recommended that a contract be negotiated for the procurement and delivery of eighty (80) machined axles with UTC/RAS in the total amount of $169,262.40. Upon approval of the Board, a contract will be negotiated with UTC/RAS to provide the machined axles as required.

SUMMARY: Amount $169,262.40 Source of Funds: General Fund/Revenue Bonds Funding Source: Capital Budget Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties: N/A PATCO-15-029 Operations & Maintenance Committee: October 6, 2015 Board Date: October 21, 2015 Procurement and Delivery of Eighty (80) Machined Axles for PATCO

RESOLUTION

RESOLVED: That the Board hereby authorizes staff to negotiate a procurement agreement with UTC/RAS for the procurement and delivery of eighty (80) machined axles for a total cost not to exceed $169,262.40; and be it further

RESOLVED: That the Chair, Vice Chair and the President must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the PATCO. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and President and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of PATCO. If both the Chair and Vice Chair are absent or unavailable, and any agreement or agreements need to be executed during their absence, then the President may execute on behalf of PATCO.

SUMMARY: Amount $169,262.40 Source of Funds: General Fund/Revenue Bonds Funding Source: Capital Budget Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties: N/A FINANCE

Refer to Finance Minutes in the DRPA Board Packet

SUMMARY STATEMENT

ITEM NO.: PATCO-15-030 SUBJECT: Renewal of PATCO Excess Workers’ Compensation & Employers’ Liability Insurance

COMMITTEE: Finance

COMMITTEE MEETING DATE: October 14, 2015

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board authorizes staff to bind the renewal of the PATCO Excess Workers’ Compensation insurance policy. This policy is placed by our Broker/Consultant, Turner Surety & Insurance Brokerage (TSIB).

Pursuant to DRPA-15-062, TSIB is paid a fixed annual service fee not-to-exceed $141,000 payable in quarterly installments. Pursuant to the terms of the Broker/Consultant Service Agreement, TSIB understands that no commissions shall be paid on any insurance policies placed on DRPA’s behalf. Therefore, the proposed policy premium is net of commission.

TSIB marketed the PATCO Excess Workers’ Compensation insurance policy to several insurance companies to secure the most competitive premium.

TSIB marketed the coverage to the following carriers:

• Safety National Casualty Corp - quoted $122,012 (incumbent)  Arch - declined due to PATCO exposures  Midwest Employers - declined, could not compete against the current rate

PURPOSE: Major accidents or illnesses during the scope of employment can result in substantial medical bills and this policy provides statutory benefits for PATCO employees who work in Pennsylvania and New Jersey. The Excess Workers’ Compensation policy is designed to reduce the Authority’s exposure for catastrophic incidents excess of the $1 million Self-Insured Retention each accident.

BACKGROUND: Pursuant to PATCO-14-020, the board authorized staff to place the PATCO Excess Workers’ Compensation & Employers’ Liability Policy effective December 31, 2014 to December 31, 2015. The PATCO Excess Workers’ Compensation policy provides coverage for PATCO employees working in PA and NJ. All PATCO Workers’ Compensation claims are self-insured up to the first $1 million. Claims that exceed $1 million are payable by the insurance company under the PATCO Excess Workers’ Compensation & Employers’ Liability insurance policy. The policy provides a specific loss limit of $25 million each accident, plus a $1 million Employers’ Liability Limit, both subject to a $1 million self-insured retention. The current PATCO Excess Workers’ Compensation & Employers’ Liability Policy will expire December 31, 2015. SUMMARY STATEMENT - 2 - Renewal of PATCO Excess Finance 10/14/2015 Workers’ Compensation & Employers’ Liability Insurance ______

The current premium for the $25,000,000 per occurrence maximum limit of indemnity for the policy term 12/31/2014-12/31/2015 is $113,453 (including TRIA) based upon a total payroll of $18,240,108. The policy is auditable upon expiration.

The current market average is approximately a 3.7% pure rate increase for 2016 Excess Workers’ Compensation renewals. For the renewal policy term, TSIB advises that Safety National has proposed a 2% pure rate increase. The proposed rate per hundred of payroll would increase from $0.6220 to $0.6340. The 2% rate increase is largely due to medical inflation. Another contributing factor is low investment returns from low- yielding bonds.

The quotation is subject to the following: 1) Quote offer is subject to receipt and underwriting review of updated loss information (valued within 90 days of effective date) to be received prior to or upon binding coverage; 2) Subject to receipt, review and acceptance of information requested in SNCC's Employee Concentration Information application form prior to binding; 3) Subject to receipt of payroll projections for 2016; and 4) Subject to the continued placement of the DRPA Excess Workers' Compensation insurance coverage with Safety National Casualty Corporation

TSIB recommends that staff accept the renewal quote offered by the incumbent, Safety National Casualty Corporation, for the policy term 12/31/2015-12/31/2016, at an estimated annual premium of $122,012 (including TRIA) based on an annual estimated payroll of $19,244,817 (which is the audited payroll figure from 12/31/13-12/31/14). This policy is auditable upon expiration. SUMMARY STATEMENT - 3 - Renewal of PATCO Excess Workers Finance 10/14/2015 Workers’ Compensation & Employers’ Liability Policy

SUMMARY: Amount: Approximately $122,012 (Including TRIA) subject to payroll audit upon expiration, which may result in a return premium or an additional premium due. Source of Funds: General Capital Project #: N/A Operating Budget: PATCO Admin. C/E Insurance & Claims Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: December 31, 2015 – December 31, 2016 Other Parties Involved: Turner Surety & Insurance Brokerage and Safety National Casualty Corporation PATCO-15-030 Finance: October 14, 2015 Board Date: October 21, 2015 Renewal of PATCO Excess Workers’ Compensation & Employers’ Liability Insurance

RESOLUTION

RESOLVED: That the Board of Commissioners authorizes staff to accept the renewal premium from incumbent, Safety National Casualty Corporation, for the PATCO Excess Workers’ Compensation & Employers’ Liability Policy for the policy term 12/31/2015 – 12/31/2016, at an estimated annual premium of $122,012 (including TRIA), which represents an increase of approximately 1.9% over the expiring rate per hundred of payroll as a result of a pure rate increase; and be it further

RESOLVED: That the estimated annual premium will be $122,012 (including TRIA) and is subject to a payroll audit upon expiration, which may result in a return premium or an additional premium due; and be it further

RESOLVED: That the Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: Approximately $122,012 (Including TRIA) subject to payroll audit upon expiration, which may result in a return premium or an additional premium due. Source of Funds: General Capital Project #: N/A Operating Budget: PATCO Admin. C/E Insurance & Claims Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: December 31, 2015 – December 31, 2016 Other Parties Involved: Turner Surety & Insurance Brokerage and Safety National Casualty Corporation NEW BUSINESS SUMMARY STATEMENT

ITEM NO.: PATCO-15-031 SUBJECT: Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEE MEETING DATE: N/A

BOARD ACTION DATE: October 21, 2015

PROPOSAL: That the Board consider authorizing staff to enter into contracts as shown on the Attachment to this Resolution.

PURPOSE: To permit staff to continue and maintain PATCO operations in a safe and orderly manner.

BACKGROUND: At the Meeting held August 18, 2010 the PATCO Commission adopted Resolution 10-046 providing that all PATCO contracts must be adopted at an open meeting of the PATCO Board. The Board proposed modifications to that Resolution at its meeting of September 15, 2010; specifically that all contracts between $25,000 and $100,000 be brought to the Board for approval. The contracts are listed on the Attachment hereto with the understanding that the Board may be willing to consider all of these contracts at one time, but if any member of the Board wishes to remove any one or more items from the list for separate consideration, each member will have that privilege.

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A PATCO-15-031 New Business: October 21, 2015 Board Date: October 21, 2015 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

RESOLUTION

RESOLVED: That the Board authorizes and directs that subject to approval by the Chair, Vice Chair, General Counsel and the Chief Executive Officer, staff proceed to negotiate and enter into the contracts listed on the Attachment hereto.

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A CONSIDERATION OF PENDING PATCO CONTRACTS (BETWEEN $25,000 - $100,000) – OCTOBER 21, 2015

Item# Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 1 Progress Rail Procurement and $54,430.00 Competitive Formal Bid, IFB 15- 1. Progress Rail 1. $54,430.00 General Fund Albertville, AL delivery of Two (2) Left 0016 was publicly advertised and Albertville, AL Hand Turnouts with issued to seven (7) prospective Switch Points for bidders. Four (4) bids were 2. Cleveland Track Materials 2. $81,170.00 PATCO Transit. received and publicly opened on Cleveland, OH September 23, 2015. 3. Atlantic Track & Turnout Co. 3. No Bid Bloomfield, NJ

4. LB Foster 4. No Bid Pittsburgh, PA

2 Airtek, Inc. Procurement and $35,000.00 Competitive Formal Bid, IFB 15- 1. Airtek, Inc. 1. $35,000.00 General Fund North Huntingdon, PA delivery of Five-Hundred 0018 was publicly advertised and North Huntingdon, PA (500) Third Rail Shoes issued to nine (9) prospective for PATCO Transit. bidders. Three (3) bids were 2. UKM Transit 2. $110,000.00 received and publicly opened on Harleysville, PA September 24, 2015. 3. GMI, LLC 3. No Bid Hornell, NY