DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, June 20, 2018 9:00 a.m.

One Port Center Board Room Camden, NJ

John T. Hanson, Chief Executive Officer

DRPA BOARD

DELAWARE RIVER PORT AUTHORITY BOARD MEETING

Wednesday, June 20, 2018 at 9:00 a.m. One Port Center, 11th Floor, Board Room Camden,

ORDER OF BUSINESS

1. Roll Call

2. Public Comment

3. Report of the CEO – June 2018

4. Report of the CFO

5. Approval of May 16, 2018 Board Meeting Minutes

6. Monthly List of Previously Approved Payments of May 2018

7. Monthly List of Previously Approved Purchase Orders and Contracts of May 2018

8. Approval of Finance Committee Meeting Minutes of June 6, 2018

9. Adopt Resolutions Approved by Finance Committee of June 6, 2018

DRPA-18-051 Authorization for the Further Amendment and Supplement of the 1998 Revenue Bond Indenture in Connection with the Authority’s 2010C Revenue Refunding Bonds and Authorization to Take Certain Actions in Connection Therewith

DRPA-18-052 Cisco SMARTnet Maintenance Agreement

DRPA-18-053 Broker/Consultant for Health & Welfare Program

DRPA-18-054 Broker/Consultant for Traditional Property & Casualty including Pollution Legal Liability

DRPA-18-055 Broker/Consultant for the Bridge Property Damage and Loss of Toll Revenue Program and the Claims- Made Excess Liability Policy DRPA-18-056 Gateway Park Properties Transfer Agreement

DRPA-18-057 Authorization to Relinquish a Restrictive Covenant on Previously Transferred Property

10. Approval of Audit Committee Meeting Minutes of June 6, 2018

11. Adopt Resolution Approved by Audit Committee of June 6, 2018

DRPA-18-058 2017 Financial Audit Exit Conference Report and Required Communications

12. Approval of Operations & Maintenance Committee Meeting Minutes of June 12, 2018

13. Adopt Resolutions Approved by Operations & Maintenance Committee of June 12, 2018

DRPA-18-059 Capital Project Contract Modification

DRPA-18-060 Professional Services for DRPA Asset Management Program

DRPA-18-062 Towing Services for Bridge Facilities, OPC Parking Lot and PATCO Parking Lots

DRPA-18-063 Fuel Contract for DRPA and PATCO

DRPA-18-064 Non-Hazardous Solid Waste Removal for DRPA Bridge Facilities

DRPA-18-065 Service/Maintenance Contract and Emergency Repairs for Three (3) Maintenance Platforms at the BFB

14. Approval of Labor Committee Meeting Minutes of June 12, 2018

15. Unfinished Business

DRPA-18-050 Amendment of the By-Laws (2nd Posting)

16. Citizens Advisory Committee Report 17. New Business

DRPA-18-066 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

18. Adjournment

CEO REPORT

Report of the Chief Executive Officer

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

June 20, 2018

To the Commissioners:

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

Chief Executive Officer

I am very pleased to announce that I have been asked to become a member of the Rutgers University-Camden Leadership Institute Advisory Council. Through mentorship, specialized programming, academic coursework and more, The Leadership Institute creates classroom to career outcomes for students in the College of Arts & Sciences, the School of Business, and the School of Nursing. The active involvement of alumni and supporters make lasting impacts on this generation of students and help them to develop into leaders for the 21st Century. Administrative

DRPA & PATCO Facility Teams Participated in the 2018 Walking4Wellness Challenge ‘Kick-off” Walks on May 4, 2018

The Benefits Administration Department sponsored the annual month-long May 2018 Spring Walking4Wellness Challenge that included a ‘kick-off’ walk at each our six (6) facilities on Friday, May 4, 2018. A record 127 participants registered for the challenge, breaking last year’s record of 112. We also had a strong turnout for the kick-off walks as you can see from the photos below.

All month-long walk participants were provided with a ‘Walk Your Way to Fitness Guide & Daily Log’ which contained information on the health benefits of walking, safety tips for walkers, walking posture and a walking log to track their steps and miles throughout May. The guide was paid for from AmeriHealth Wellness Funds.

Throughout the month, Authority staff received emails from the Benefits Administration Department on the benefits of walking and to encourage participants to keep walking. At the beginning of June, participants were invited to submit their logs to the Benefits Administration Department. One (1) registered participant from each of the six (6) facilities with the highest number of listed steps/miles received a 20-ounce Yeti tumbler, also funded by AmeriHealth Wellness Funds.

Chief Administrative Officer Toni P. Brown extends thanks to Ann DuVall, Project Manager, Office of the CAO, for coordinating the annual challenge again this year, and to six facility contacts who provided crucial assistance to Ann throughout the month: Karen Dougherty, Administrative Coordinator, PATCO; Noemi Jones, Administrative Coordinator, Ben Franklin Bridge; Tina Thomson, Administrative Coordinator, Commodore Barry Bridge; Tyshia Ramos, Administrative Coordinator, Betsy Ross Bridge; Kathy Harris, Administrative Coordinator, Walk Whitman Bridge, and Selina Thompkins, Administrative Coordinator, Benefits Administration. CAO Brown and Ann DuVall also thank Mike Williams, Graphic Design Administrator, for the two (2) creative logos that he designed for this year’s event, and the many pictures that he took on the day of the May 4th kick-off walk at OPC. We hope everyone will keep up this great habit of walking for their health and well-being throughout the year.

One Port Center

PATCO Ben Franklin Bridge

Walt Whitman Bridge Betsy Ross Bridge

Commodore Barry Bridge May 9, 2018 OBD&EO Outreach Event “Building Bridges to Elevate Your Business”

On Wednesday, May 9, I welcomed attendees to One Port Center for an outreach event entitled “Building Bridges to Elevate Your Business.” The Office of Business Development & Equal Opportunity (OBD&EO), the Office of the CAO, the Engineering Division and the Purchasing and Contract Administration Departments collaborated to host two special networking and outreach events with separate morning and afternoon sessions geared to two different audiences.

The morning session focused on the Engineering Division and highlighted the capital program. Construction and engineering related contractors were invited to OPC to learn about upcoming capital projects and facility specific work. There were 65 people in attendance. Chief Engineer Michael Venuto gave a detailed presentation on the capital program and was joined by Engineering team members Len Rustam, Engineering Program Manager and Vijay Pandya, Manager of Construction & Maintenance. Engineers Brigitte Kordzian, Dan Cosgrove, Mike Howard and Ed Montgomery were also present to network with firms and answer questions about upcoming DRPA projects. During the afternoon session, which was attended by 30 people, suppliers and professional service contractors had the opportunity to hear about upcoming procurements and contracts that would soon be out to bid. Richard Mosback, Director of Purchasing and Procurement and Rich Betts, Acting Manager of Procurement gave a presentation on the bid thresholds and procurement practices for DRPA and PATCO. Amy Ash, Manager of Contract Administration provided information on contract requirements and information that is available to the public to aide in successful bidding. Additionally, Linda Willis, Natasha Iocono, Vonzetta Long, Michelle Dinella and Jesse Mickel from Purchasing as well as Siata Sheriff and Karen Cyphers of Contract Administration were present to answer specific questions and network with attendees.

CAO Toni P. Brown presented the newly published OBD&EO 2017 Year End Summary Report to attendees at both sessions and highlighted the sections where attendees could find opportunities for their firms to work with the DRPA. She noted enhancements to the report such as the Board approved list of firms for 2018-2020 GEC Task Orders and the color photo section of outreach events attended by DRPA staff in 2017. The event organizers, EEO Specialist Erin Watterson, Compliance Specialist Ron Kelly, Project Manager Ann DuVall, and Administrative Coordinator Thaddeus A. Abbott III worked collaboratively under the direction of CAO Brown. They were supported by staff from Customer Service (Laura Sadler Hunter, BarbaraRyan Myers-Peterson and Tina Petaccio), Corporate Communications (Mike Williams) and the Print Shop (Fritz Sims, Mike DiGiamberardino and John Stephenson).

Pictured at left from left to right: BarbaraRyan Myers-Peterson and

Tina Petaccio, Customer Service

Coordinators, helping with sign-ins. The event supports the goals of the Board’s Diversity & Inclusion Subcommittee, and also supports the Authority’s new Shared Values of ‘Community Stewardship’ and ‘Collaboration’.

WING presents: “Ready, Set, Mentor”

CAO Toni P. Brown was invited by the Women’s Leadership Initiative Next Generation (WING) to participate in a speed mentorship event connecting top female business owners and executives with other women. The mentors provided attendees with insights and tips on career moves, industry success, work-life balance and more! The event took place on May 16, 2018 at The Pyramid Club, in Philadelphia.

The Authority Receives the United Way, ‘Game Changer Award’

On May 17, 2018, the Authority received the ‘Game Changer Award’ from the United Way of Greater Philadelphia and Southern New Jersey at the United Way’s annual Community Awards Celebration at Ramblewood Country Club. Through employee donations in support of the 2017- 2018 United Way campaign, DRPA and PATCO raised more than $36,535.91 to help the United Way achieve its mission of improving the lives of people in the region. The United Way’s Impact Fund fuels a two-generation approach to building youth success and family stability to help break the cycle of intergenerational poverty.

The United Way recovers up to 12.5 cents/dollar from each gift to recover the costs incurred to raise, collect, administer and distribute gifts from the campaign. These costs include fundraising, marketing, pledge processing, customer service, finance, and information technology.

DRPA/PATCO followed up its impressive 2016 campaign increase with a 40% jump in employee giving in 2017 including $25,002 for the United Way Impact Fund. We achieved this impressive result by promoting the campaign throughout our organization, incentivizing giving, and bringing United Way speakers to leadership meetings. Enjoy two (2) photos from the May 17, 2017 award celebration event. Pictured above is Laura Hunter, DRPA’s United Way Campaign Coordinator and John Emge, Vice President & Regional Executive Director for UWGPSNJ.

Pictured above left to right is Laura Hunter Customer Service Coordinator and United Way Campaign Coordinator; Gerald Faber, Assistant General Counsel; John T. Hanson, Chief Executive Officer, DRPA & President of PATCO; Kathleen Imperatore, Director, Fare Collection, PATCO; Christina Maroney, Director of Strategic Initiatives; Amy Ash, Manager, Contract Administration; Toni P. Brown, Chief Administrative Officer; Corrine Wilson- Wilmer, Administrative Coordinator, PATCO; Heather Still, Administrative Coordinator, PATCO; and Thaddeus A. Abbott III Administrative Coordinator, Office of the CAO.

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 the Affirmative Action Report, see Attachment 4 For a list of Legal Statistics, see Attachment 5 ______

PATCO

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 May 2018

Calls for Service: 8,429 Total Arrests: 140 Adults: 140 Juv.: CDS Arrests: 11 DWI Arrests: 23

Arrests: CBB:BFB:1 47 PATCO:BR76B: 4 WWB:11Arrests NJ: 99Arrests PA: 36

Reportable Accidents: CBB: 4BFB: 7 PATCO:17 BRB: 2 WWB:8

Non Reportable Accidents: CBB: 2BFB: 16 PATCO:14 BRB: 2 WWB:20

Accident with Injuries: CBB: 7BFB: 9 PATCO:7 BRB: 10 WWB:9

Incident Type CBBBFB PATCO BRB WWB Total 26 Assist-Routine PD Backup 144 600 597 190 458 1,996 33 MV Stop 261 486 78 333 640 1,804 25X Insufficient Funds 1 1 855 857 35X Motorist/Patron Aid 67 105 372 94 184 823 25 Escort 182 26 2 56 349 616 47 Disabled MV 63 97 4 86 193 447 86 Removal 64 202 1 267 88X Parking Viol./Compl. 19 226 1 246 90 Other PD Assist 17 41 129 14 38 244 46 Construction/Trades Backup 62 77 1 7 77 224 91 Ped Investigation/Stop 7 130 2 4 143 15 MV Accident 15 30 8 7 35 95 79 Roadway Hazard/Station Hazard 12 13 3 23 23 74 84 Check On Subject Well-being 2 19 47 4 72 25T Fare Problem 49 49 25EZ Easy Pass Redirect 1 38 39 33C CV Stop 2 2 29 33 341F Property Found 30 2 32 56 Med Emerg/Injury Report 1 7 20 1 2 31 29 Alarm Activation 14 14 1 1 30 12 Suspicious Person/Activity/Event 10 15 3 2 30 78X Toll Evasion/TOS 7 17 1 3 1 29 78 Toll Dispute 8 3 4 2 17 8 911 Hang Up/Mis-Dial 8 4 2 1 15 52 Erratic Driver/Unfit Motorist 5 4 6 15 17P Permit Premises Entry 1 4 1 7 13 71 Fight/Disturbance 2 9 1 12 16 Hit & Run 4 4 2 10 Activity for the Month of May 2018

Calls for Service: 8,429 Total Arrests: 140 Adults: 140 Juv.: CDS Arrests: 11 DWI Arrests: 23

Arrests: CBB:BFB:1 47 PATCO:BR76B: 4 WWB:11Arrests NJ: 99Arrests PA: 36

Reportable Accidents: CBB: 4BFB: 7 PATCO:17 BRB: 2 WWB:8

Non Reportable Accidents: CBB: 2BFB: 16 PATCO:14 BRB: 2 WWB:20

Accident with Injuries: CBB: 7BFB: 9 PATCO:7 BRB: 10 WWB:9

Incident Type CBBBFB PATCO BRB WWB Total 101 BOLO 6 4 10 79X Debris Strike 2 2 5 9 38 Transport Courtesy 1 3 3 2 9 310 Bridge Damage/PATCO Damage 4 1 2 2 9 64 Larceny/Theft 8 8 17X Open/Secured Property 3 5 8 90M OPDA Medical 7 7 81 General Complaint 6 1 7 77 Domestic 3 3 1 7 341L Property Lost 7 7 313 Complaint Against Police 5 2 7 98 Panhandling/Soliciting 6 6 74 Suicide Attempt 6 6 67 EDP (Emotionally Disturbed Person) 6 6 70 Animal Complaint 2 2 1 5 14 Intoxicated Subject 1 4 5 TRN Train Problem Equipment/Mechanical 1 3 4 56X Overdose 4 4 11 Fire 1 1 2 4 97 Traffic Pattern Adjust 312 94 Police Presence 3 3 87 Trespassing 2 1 3 83 Counterfeit 1 1 1 3 49 Investigate Location Conditions 1 1 1 3 34 Suspicious Vehicle 1 2 3 12U Unattended Package 3 3 101S BOLO Suicidal 1 2 3 1 Headquarters Assignment 33 Activity for the Month of May 2018

Calls for Service: 8,429 Total Arrests: 140 Adults: 140 Juv.: CDS Arrests: 11 DWI Arrests: 23

Arrests: CBB:BFB:1 47 PATCO:BR76B: 4 WWB:11Arrests NJ: 99Arrests PA: 36

Reportable Accidents: CBB: 4BFB: 7 PATCO:17 BRB: 2 WWB:8

Non Reportable Accidents: CBB: 2BFB: 16 PATCO:14 BRB: 2 WWB:20

Accident with Injuries: CBB: 7BFB: 9 PATCO:7 BRB: 10 WWB:9

Incident Type CBBBFB PATCO BRB WWB Total 85X Assault 2 2 75 Suicide Found 1 1 71X Harassment/Threats 1 1 71R Road Rage 11 65 Vandalism/Criminal Mischief 1 1 48 Minor Incident 1 1 25R Revenue Escort 1 1 212 Employe Injury 1 1 20 Stolen/Recovered Vehicle 1 1 17 Breaking & Entering 1 1

83X Car Wash 0 82 Notification 0 80 Break 0 7 Pick Up 0 60 Stolen Check/Wanted 0 59 MV Look Up 0 58 Drivers License Check 0 50X Leaving Jurisdiction 0 50C Court 0 5 Meet 0 49X Inspection Report 0 49V Vehicle Inspection 0 309T Training Assignment Detail 0 309 Special Detail 0 306 Enforcement Detail 0 302K K9 Sweep 0 302 Security Check/Detail 0 FINANCE

REVENUE AUDIT

Reported traffic and revenue for all four DRPA bridges for the month of March 2018:

2017 2018 Cash Revenue $7,837,347.22 $7,506,974.79 ETC Revenue $19,231,624.00 $18,959,127.50 Total Revenue $27,068,971.22 $26,466,102.29 Non ETC Traffic 1,440,328 1,393,800 ETC Traffic 2,824,154 2,785,567 Total Traffic 4,264,482 4,179,367 DELAWARE RIVER PORT AUTHORITY Attachment 1 TRAFFIC & BRIDGE TOLL FIGURES FOR THE PERIODS INDICATED

MONTH OF MARCH TRAFFIC BRIDGE TOLLS -----2018------2017----- INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 1,482,182 $8,339,074.33 1,520,753 $8,547,032.96 -2.54 (38,571) -2.43 ($207,958.63) WALT WHITMAN 1,557,921 9,834,634.11 1,588,396 10,095,950.00 -1.92 (30,475) -2.59 (261,315.89) COMMODORE BARRY 561,544 4,541,986.31 572,871 4,558,030.33 -1.98 (11,327) -0.35 (16,044.02) BETSY ROSS 577,720 3,750,521.54 582,462 3,868,182.93 -0.81 (4,742) -3.04 (117,661.39) 4,179,367 $26,466,216.29 4,264,482 $27,069,196.22 -2.00 (85,115) -2.23 ($602,979.93)

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YEAR TO DATE TRAFFIC BRIDGE TOLLS 1/1/18 TO 3/31/18 1/1/17 TO 3/31/17 INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 4,288,861 $24,100,953.75 4,299,260 $24,087,137.39 -0.24 (10,399) 0.06 $13,816.36 WALT WHITMAN 4,500,672 $28,402,163.11 4,535,434 $28,865,359.49 -0.77 (34,762) -1.60 (463,196.38) COMMODORE BARRY 1,616,283 $12,985,064.62 1,630,251 $12,858,936.04 -0.86 (13,968) 0.98 126,128.58 BETSY ROSS 1,678,117 $10,963,421.99 1,634,862 $10,885,367.02 2.65 43,255 0.72 78,054.97 TOTALS 12,083,933 $76,451,603.47 12,099,807 $76,696,799.94 -0.13 (15,874) -0.32 ($245,196.47)

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 JUNE 20, 2018 ARTICLE XII-A ATTACHMENT 2

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

Robert L. Alesiani, III Temporary No Benefits Eff: 04/28/2018 to 07/27/2018 PA Executive Division Strategic Initiatives (OPC)

Dierdre M. Donatucci Temporary No Benefits Eff: 05/21/2018 to 11/30/2018 PA Executive Division Corporate Communications & Community Relations (OPC)

APPOINTMENTS - None

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Brian M. Bullion From: Police Officer To: Acting Corporal of Police NJ Public Safety Division Public Safety Division WWB, Platoon 3 WWB, Platoon 4 Eff: 05/05/2018 to 08/03/2018

Robert A. Crean From: Corporal of Police To: Acting Sergeant of Police NJ Public Safety Division Public Safety Division Transit Unit, Platoon 2 CBB, Platoon 1 Eff: 05/05/2018 to 08/03/2018

Francis X. Fullerton From: Police Officer To: Acting Corporal of Police NJ Public Safety Division Public Safety Division BFB, Platoon 3 Transit Unit, Platoon 2 Eff: 05/05/2018 to 06/01/2018

Jessica E. Gabe From: Corporal of Police To: Acting Sergeant of Police PA Public Safety Division Public Safety Division Transit Unit, Platoon 3 BRB, Platoon 4 Eff: 05/05/2018 to 08/03/2018

Daniel M. Grazioli From: Corporal of Police To: Acting Sergeant of Police NJ Public Safety Division Public Safety Division Transit Unit, Platoon 4 Transit Unit, Platoon 4 Eff: 05/05/2018 to 08/03/2018 Actions of the Chief Executive Officer Commission Meeting of 06/20/2018 Page 2 of 3 TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - Continued

John R. Gunning From: Police Officer To: Acting Corporal of Police NJ Public Safety Division Public Safety Division Transit Unit, Platoon 1 BFB, Platoon 1 Eff: 05/05/2018 to 08/03/2018

John T. Hogan From: Corporal of Police To: Acting Sergeant of Police NJ Public Safety Division Public Safety Division BFB, Platoon 3 WWB, Platoon 3 Eff: 05/05/2018 to 08/03/2018

Kevin M. McClintock From: Police Officer To: Acting Corporal of Police NJ Public Safety Division Public Safety Division Transit Unit, Platoon 3 Transit Unit, Platoon 3 Eff: 05/05/2018 to 08/03/2018

Jonathan D. McDonnell From: Police Officer To: Acting Corporal of Police NJ Public Safety Division Public Safety Division BFB, Platoon 2 WWB, Platoon 2 Eff: 05/05/2018 to 08/03/2018

Richard T. Zappile From: Corporal of Police To: Acting Sergeant of Police PA Public Safety Division Public Safety Division BFB, Platoon 2 BFB, Platoon 2 Eff: 05/05/2018 to 08/03/2018

William W. Anderson From: Budget Analyst To: Acting Manager, Budget/ NJ Finance Division Financial Analysis Budget/Financial Analysis Finance Division (OPC) Budget/Financial Analysis (OPC) Eff: 05/12/2018 to 05/19/2018

Anthony B. LaTorres From: Police Officer To: Acting Corporal of Police NJ Public Safety Division Public Safety Division WWB, Platoon 3 WWB, Platoon 3 Eff: 05/26/2018 to 08/24/2018

Jonathan J. Michel From: Police Officer To: Acting Corporal of Police PA Public Safety Division Public Safety Division WWB, Platoon 4 Transit Unit, Platoon 4 Eff: 05/26/2018 to 08/24/2018 Actions of the Chief Executive Officer Commission Meeting of 06/20/2018 Page 3 of 3

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - Continued

Timothy M. Silberstein From: Police Officer To: Acting Corporal of Police PA Public Safety Division Public Safety Division BFB, Platoon 4 BFB, Platoon 4 Eff: 05/26/2018 to 08/24/2018

PROMOTIONS

Anthony R. Mixon From: Dispatcher To: Toll Collector NJ Public Safety Division Operations Division Dispatch/Central Records Bridge/Toll (BRB) (BFB) Eff: 05/05/2018

INTERAGENCY PROMOTION to PATCO - from DRPA - None

TITLE CHANGES - None

INTERAGENCY PROMOTION to DRPA - from PATCO - None

INTERAGENCY TRANSFERS to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to DRPA - from PATCO - None

TRANSFERS - DEPARTMENTAL - None

RETIREMENTS - None

RESIGNATIONS - None

END OF TEMPORARY ASSIGNMENT - None

DECEASED - None

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 3 CONTRACTS AND PURCHASES

ATTACHMENT 3

MONTHLY REPORT GENERAL PROCUREMENT ACTIVITY

During the month of May there were 85 Purchase Orders awarded totaling $1,479,680.93.

Approximately 58.06% or $859,136.62 of the monthly dollar total was made available to MBE and WBE’s, representing 38.82% or 33 of the monthly total number of Purchase Orders.

Of the total monthly procurement available to MBE’s and WBE’s, approximately 93.03% or $799,215.92 was awarded to MBE’s and approximately 1.13% or $9,702.42 was awarded to WBE’s.

Of the total number of Purchase Orders available to MBE’s and WBE’s, approximately 33.33% or 11 Purchase Orders were awarded to MBE’s and approximately 27.27% or 9 Purchase Orders were awarded to WBE’s.

Page 1 ACTIONS OF THE CHIEF EXECUTIVE OFFICER ARTICLE XII-C ATTACHMENT 3 CONTRACTS AND PURCHASES

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

Purchase Order 4500008048, Insight Public Sector, Inc. Dallas, TX. Purchase Contract for Acronis Software Maintenance for the IS Department. Contract Value: $13,731.22. (NJ State Contract).

Purchase Order 4500008052, Dell Marketing L.P. Round Rock, TX. Purchase Contract of Twenty-Five (25) OptiPlex 7040 SFF. Contract Value: $22,446.50 (NJ State Contract).

Purchase Order 4500008113, Billows Electric Supply Co. Inc. Haddon Heights, NJ. Purchase Holophane Lights for the BFB. Contract Value: $15,475.32. (Low Bid of 3, 6 Vendors Solicited).

Purchase Order 4500008153, Whitmoyer Ford Inc. Mount Joy, PA. Purchase One (1) 2018 Ford Escape. Contract Value: $23,400.00. (Low Bid of 3, 3 Vendors Solicited).

Purchase Order 4500008189, Dell Marketing L.P. Round Rock, TX. Purchase Contract for Nintex Automation Platform Subscription ENT Edition. Contract Value: $20,967.50 (NJ State Contract).

Purchase Order 4500008291, Cherry Valley Tractor Sales. Marlton, NJ. Purchase of a Loader Attachment and Hydraulic Parts. Contract Value: $12,875.00. (Low Bid of 2, 3 Vendors Solicited).

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: $7,721,808

2018 CAPITAL BUDGET

2018 Capital Budget – Realignment of Funds – From Five Year Capital Program Tamper Replacement PTD.31602 to Schedule D Projects: PATCO Left Hand Turnouts SCD.35007. This Funding Will be used to have Left Hand Turnouts Fabricated and Delivered to PATCO as Spares. Budget Amount: $54,300.00. June 20, 2018 1 SCHEDULE 1 ARTICLE XII-C, SECTION 5 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS BRIDGES AND PATCO SYSTEM June 20, 2018

Contract Completed Work (Billed) Retained Prior Invoice Resolution # Contract/Engineer Amount Percent Amount Amount Payments No. Amount Brinckerhoff Environmental Services, Inc. (DRPA-14-030) Remedial Investigation for New Jersey Sites $ 611,119 89.6% $ 547,836 $ 35,655 $ 504,999 36 $ 7,181 (DRPA-15-147) Remedial Investigation of Gateway Properties 1,599,883 97.3% 1,557,282 85,362 1,359,494 30 - 31 112,426

HNTB Corporation (DRPA-17-031) BFB Maintenance Paint & Steel Repair 2,848,457 38.7% 1,103,731.93 73,011 924,358.05 9 106,363.30 (DRPA-17-103) BRB 2018 Biennial Inspection 529,000 0.9% 4,594.54 459.45 0.00 1 4,135.09

Jacobs Engineering Group, Inc. (DRPA-15-050) Rehabilitation of Track Structure on the Westmont Viaduct 1,969,847 96.6% 1,901,910 171,686 1,689,780 33 40,444

STV Inc. (DRPA-17-066) BRB Painting - Phase 1 - Design 2,524,173 6.2% 155,664 11,378 88,957 5 55,330

A.P. Construction, Inc. (DRPA-17-047) PATCO Parking Lot Storm Water Rehabilitation 811,774 77.9% 632,457 31,622.87 513,880.98 6 86,953.50 (DRPA-17-046) PATCO Installation of Elevators in Remaining PATCO Stations 31,900,000 1.8% 568,688 56,868.80 306,900.00 4 204,919.20

Burns Engineering, Inc. (PATCO-17-011) CMS for PATCO Installation of Elevators at Remaining Stations 3,998,504 8.9% 356,209 35,591 253,623 7 66,995

Gannett Fleming, Inc. (DRPA-16-011) PATCO Control Center Relocation 1,659,989 75.7% 1,256,111 125,611 940,332 15 190,168

AECOM (DRPA-15-146) Betsy Ross Bridge Maintenance Painting & Steel Repairs 794,428 79.7% 633,336 0 631,028 19 2,308 (DRPA-17-005) WWB Corridor Rehabilitation 3,127,458 49.4% 1,545,220 85,493 1,305,130 9 154,598

Alstom (DRPA-10-154) PATCO Transit Car Overhaul 194,197,337 77.6% 150,759,924 7,537,996 139,527,785 116 - 121 3,694,142

Johnson, Mirmiran & Thompson (DRPA-15-070) BFB 5th Street Vehicular Tunnel Rehabilitation Construction Monitoring Services 524,658 96.9% 508,618.79 0.00 451,648.94 9 56,969.85 (DRPA-15-098) WWB Painting Suspension Spans & Towers 7,386,366 65.8% 4,861,781 309,939 4,431,878 30 119,964 (DRPA-17-056) BFB South Walkway Bicycle & Pedestrian Ramp - CMS 1,273,000 15.2% 193,073 16,466 119,367 5 57,240

Sowinski Sullivan Architects (DRPA-13-080) Design Services for Installing Elevators in Remaining PATCO Stations 1,910,439 82.0% 1,566,624 17,184 1,547,966 35 1,474

South State, Inc. (DRPA-17-055) BFB South Walkway Bicycle & Pedestrian Ramp 7,888,346 5.3% 420,813 42,081 156,738 4 - 5 221,994

Railroad Construction/Railroad Construction Co. of SJ, Inc. (DRPA-15-049) Rehabilitation of Track Structure on the West Viaduct 11,750,000 95.1% 11,179,234 852,712 10,120,761 29 205,762

Corcon, Inc. (DRPA-17-065) BRB Painting & Steel Repairs 18,724,700 21.9% 4,091,872 409,187 1,509,084 2 2,173,601

Cherry, Weber & Associates (DRPA-17-028) BRB NJ Route 90 Resurfacing Design 1,075,978 50.1% 539,024 0 469,054 8 69,971

D.A. Nolt, Inc. (DRPA-17-045) WWB Facilities Roof Replacements 1,280,754 96.1% 1,230,754 92,307 1,053,513 6 84,934

Vitetta Architects & Engineers (DRPA-18-002) BFB Masonry Rehabilitation - Design 1,180,000 0.4% 4,373 437 0 1 3,936

Total Contract and Engineer Payments $ 7,721,808

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REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 4 EEO REPORT

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

1 Bridge Directors 2 2 Captain of Police 2 1 3 Director, Corporate Communications & Community Relations 1 4 Director, Finance 1 5 Director, Fleet Management 1 6 Director, Government Relations 1 7 Director, Homeland Security & Emergency Management 1 8 Director, Human Resource Services 1 9 Director, Information Services 1 10 Director, Procurement 1 11 Director, Risk Management 1 12 Director, Strategic Initiatives 1 13 Engineering Program Manager 1 14 Manager, Construction & Maintenance 1 15 Manager, Planning & Design 1 16 Police Chief 1

1 Construction & Maintenance Manager 1 3 2 Fleet Shop Manager 1 3 Manager, Accounting 1 4 Manager, Budget/Financial Analysis 1 5 Manager, Capital Grants 1 6 Manager, Community Relations 1 7 Manager, Contract Administration 1 8 Manager, Government Relations 1 9 Manager, Internal Audit 1 10 Manager, Payroll 1

As of MAY 31, 2018 Page 1 of 6 Prepared: JUNE 1, 2018 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

11 Manager, Production Systems 1 12 Manager, Revenue Audit 1 13 Manager, Special Projects 1 14 Sr. Project Manager 1 15 Toll Manager 1 1

1 Electrical Foreman 5 2 Fleet Foreman 2 3 Highway Foreman 2 5 1 4 HVAC Foreman 2 5 Lead Programmer/Analyst 1 6 Maintenance Foreman 8 7 Purchasing Agent 1 8 Sr. Accountant 1 9 Supervisor, Revenue Audit 1

1 Supervisor, Central Storeroom 1 2 Supervisor, Mail Room 1 3 Supervisor, Print Shop 1

OFFICIALS & ADMINISTRATORS (Total By State) 4 49 26

TOTAL OFFICIALS & ADMINISTRATORS 79

1 Lieutenant of Police 3 2

1 Plaza Supervisor 13 12

1 Administrative Coordinator 1 13 10 2 C&M Technical Assistant 2 3 Digital Communications Specialist 1 1 4 EEO Specialist 1

As of MAY 31, 2018 Page 2 of 6 Prepared: JUNE 1, 2018 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

5 Grants Specialist 1 6 Graphic Design Administrator 1 7 HRIS Specialist 1 8 HRS Specialist 1 1 9 Management Analyst 1 10 Purchasing Specialist 4 11 Sr. Reproduction Technician 1

1 Accountant 1 1 2 Administrator, Compensation/HRIS 1 3 Administrator, Employee Relations, Programs & Policies 1 4 Administrator, Staffing & Recruiting 1 5 Administrator, Training & Employee Development 1 6 Associate Engineer 2 1 7 Auditor 1 8 Budget Analyst 1 9 Claims Administrator 1 1 10 Construction Contract Compliance Specialist 1 11 Contract Administrator 2 12 Financial Analyst 1 13 IT Auditor 1 14 Project Manager (Office of the CAO) 1 15 Project Manager, HS & EM 1 16 Records Manager 1 17 Revenue Analyst 1 18 Safety Specialist 1 1

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

PROFESSIONALS (Total By State) 1 67 40

TOTAL PROFESSIONALS 108

As of MAY 31, 2018 Page 3 of 6 Prepared: JUNE 1, 2018 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Police Officer 3 68 22

1 Corporal of Police 10 2

1 Sergeant of Police 16 4

PROTECTIVE SERVICE WORKERS (Total By State) 3 94 28

TOTAL PROTECTIVE SERVICE WORKERS 125

1 HVAC Technician 6 2

1 Auto Technician 12 4

1 Electrical Technician 17 4

1 Construction & Maintenance Mechanic 1 30 15

1 Maintenance Technician 1 33 8

CRAFT WORKERS (SKILLED) (Total By State) 2 98 33

TOTAL CRAFT WORKERS (SKILLED) 133

1 Business Analyst 1 2 Data Base Administrator 1 3 Network Technician 4 4 Programmer/Analyst 1 1

As of MAY 31, 2018 Page 4 of 6 Prepared: JUNE 1, 2018 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

5 Systems Administrator 8 1 6 User Support Administrator 1 1 1

TECHNICIANS (Total By State) 1 16 3

TOTAL TECHNICIANS 20

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

1 Accounting Clerk 1 1 2 Administrative Clerk (Revenue Audit) 1 3 Building Services Clerk 0 1 4 Contracts Administration Clerk 1 5 Data Base Clerk 2 6 Dispatcher 11 6 7 Lead Dispatcher 1 8 File Clerk 1 1 9 Media Specialist 1 10 Purchasing Clerk 1 11 Reproduction Technician 1 12 Temporary With Benefits (Mailroom) 1

1 Revenue Auditor 1 5

1 Toll Collector 35 20

1 Revenue Operations Clerk 3

As of MAY 31, 2018 Page 5 of 6 Prepared: JUNE 1, 2018 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

ADMINISTRATIVE SUPPORT (Total By State) 1 66 36

TOTAL ADMINISTRATIVE SUPPORT 103

TOTAL EMPLOYEES BY STATE 12 390 166

TOTAL DRPA EMPLOYEES - 568 SUMMARY (Employee Class)

NON-REP 6 133 74

213

IUOE 2 147 60

209

IBEW 1 16 4

21

FOP 3 94 28

125

As of MAY 31, 2018 Page 6 of 6 Prepared: JUNE 1, 2018 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1GeneralManager 1 2AssistantGeneralManager 1 3Director,Equipment 1 4 Director, Fare Collection Operations 1 5Director,Finance 1 6Director,SafetyServices 1 7Director,TransitServices 1 8Director,Way&Power 1 9 Technical Supervisor, Administration/Projects 1 10 TechnicalSupervisor,Civil&MechanicalSystems 1 11TechnicalSupervisor,Equipment 1 12TechnicalSupervisor,TransitServices 1 13Manager,Electrical&Electronics 1 14Manager,FareCollection 1 15Manager,Mechanical&Custodial 1 16Manager,PassengerServices 1 17 Manager,Power,Signals&Communications 1 18 Manager, Track & Signals 19Manager,Track,Structures&Mechanical 1 20SupervisingDispatcher 1 1 21Dispatcher 7 1 22DispatcherTrainee 4 23ElectricalForeman 4 24FareCollectionForeman 1 25MechanicalForeman 1 1 26 Payroll Administrator 1 27SeniorAccountant 3 28TrackForeman 1 1 29PurchasingAgent 0 30MaintenanceForeman 1 31MoneyRoomSupervisor 1 32Supervisor,TransitServices 4 33Supervisor/TrafficAnalyst 4 1 34 Traffic Analyst 35 Supervisor, Stores (Storeroom) 1 36CustodialForeman 1 37StationSupervisor 9 1 38FleetForeman 1

OFFICIALS & ADMINISTRATORS (Total By State) 0 56 13

TOTAL OFFICIALS & ADMINISTRATORS 69

As of MAY 31, 2018 Page 1 of 3 Prepared: June 1, 2018 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1ProjectManager,Technical 1 2 Fare Collection & Revenue System Analyst 3SafetySpecialist 2 4 Administrative Coordinator 3 (to the GM) 1 5 Administrative Coordinator 7 6PurchasingSpecialist 3

PROFESSIONALS (Total By State) 0 13 1

TOTAL PROFESSIONALS 14

1TrainOperator 42 12

PARAPROFESSIONALS (Total By State) 0 42 12

TOTAL PARAPROFESSIONALS 54

1Custodian 24 11 2RevenueCollector 2

SERVICE MAINTENANCE (Total By State) 0 26 11

TOTAL SERVICE MAINTENANCE 37

1Storekeeper 5 2AccountingClerk 1 3 Payroll Clerk 1 4 Purchasing Clerk 5 CustomerServiceAgent/TrafficChecker 5 2 6DataEntryClerk 1

ADMINISTRATIVE SUPPORT (Total By State) 0 12 3

TOTAL ADMINISTRATIVE SUPPORT 15

As of MAY 31, 2018 Page 2 of 3 Prepared: June 1, 2018 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1ElectronicTechnician 1 19 2Machinist1/C 2 3Machinist1/CToolMaker 1 4MaintenanceMechanic1/C 3 5 Mechanical&StructuralTechnician 13 6Maintainer(Way&Power) 18 7 7 MaintainerApprentice(Way&Power) 1 8EquipmentElectrician 2 3 9 Equipment Electrician A/C 5 10MachineOperator1/C 4 11EquipmentMechanic 1 18 12FareCollectionRepairman 2 1 13GroundsKeeper 2 14 CarMonitoring&DiagnosticSystemTechnician 1 15TrackMechanic 11 6 16Welder 1

CRAFT WORKERS (SKILLED) (Total By State) 2 103 17

TOTAL CRAFT WORKERS (SKILLED) 122

TOTAL EMPLOYEES BY STATE 2 252 57

TOTAL PATCO EMPLOYEES 311 SUMMARY (Employee Class)

NON-REP 0 81 17

98

TEAMSTERS 2 171 40

213

As of MAY 31, 2018 Page 3 of 3 Prepared: June 1, 2018

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 5 LEGAL STATISTICS REPORT

Matter count report by Matter Sub-Type

Date Range: 05/01/2018 to 05/31/2018 On Matters, Litigation

Matter Sub-Type Opened in Range Closed in Range

Access/Right of Entry 1 0 Bankruptcy/Debt Collections 1 0 Board Matters/Policies&Proce 1 0 Contracts/Consulting 1 2 Contracts/Default/Dispute 1 0 Contracts/Insurance 0 1 Contracts/Non-Disclosure 1 0 Contracts/Purchase 2 2 Contracts/Real Estate Lease 1 0 Contracts/Real Estate ROEI 6 5 Contracts/RFP/Bid 6 3 Contracts/Service 2 3 Contracts/Settlement 0 1 Employment/ADA 0 1 Employment/Discipline 2 3 Employment/FMLA 8 5 Employment/Policies&Procedures 1 1 Employment/S/L Term Disability 1 3 Employment/Short Term Disabili 1 0 Employment/Workers' Comp 3 0

Galexy Fri Jun 08 11:03:43 Page 1 of 2 Matter Sub-Type Opened in Range Closed in Range

Environmental/Certification 2 0 Financial/Toll Matters 1 0 Information 1 1 Insurance/Application 1 0 Insurance/Report 1 0 Labor/Grievance 1 0 Legal Research/Legal Opinion 1 1 Management/Policies & Procedur 0 1 Personal Inj/Motor Vehicle 0 1 Property Damage/Bridges 9 1 Property Damage/Facilities 1 0 Property Damage/Vehicle 4 0 Right to Know/Records Review 1 2 Right to Know/Video/Recordings 1 1 Subpoena/Documents 2 0

35 Items 65 38

Galexy Fri Jun 08 11:03:43 Page 2 of 2

CFO REPORT

Report of the Chief Financial Officer

June 12, 2018 Delaware River Port Authority Of Pennsylvania and New Jersey One Port Center 2 Riverside Drive Camden, New Jersey 08101-1949

Commissioners: PROPOSED BOND-RELATED RESOLUTION In the Board packet, you will find a Summary Statement and Resolution entitled: “Authorization for the Further Amendment and Supplement of the 1998 Revenue Bond Indenture in Connection with the Authority’s 2010 C Bonds…..” The resolution seeks authorization to amend and supplement our governing 1998 Bond Indenture. In late 2017, Congress passed a new tax law that, among other provisions, lowered the corporate tax rate. This reduced the value of tax exempt bonds to thebanks which made a direct purchase of our bonds (“known as FRNs or Floating Rate Notes) in mid-2016. In addition, this resulted in an increase in the effective interest rate charged by the banks to the Authority on a monthly basis. In response to the increase at Wells, the bank approached the Authority with an option to somewhat mitigate the impact of the higher net rate on the Authority. After discussions with the bank and analysis by our financial advisors and co-bond counsel, Wells has agreed to re-calculate how the net rate is set, resulting in a reduction in the net rate from the higher net rate which would have otherwise been calculated under the existing calculation method. Monthly savings could approach $10,000/month. The resolution provides the CEO with the authority, based on advice of the CFO, co-bond counsel and financial advisors to determine “the final terms and provisions” of the “LIBOR Interest Rate” and provide the DRPA with authority to amend and supplement the existing Tenth Supplemental Indenture governing the 2010C bonds in order to effect this change in methodology. FINANCIAL SUMMARY The following descriptive financial summary is based on the June 5 unaudited DRPA/PATCO financial stat summary sheet.

DRPA Traffic and Toll Revenues

2018 March YTD audited traffic and toll revenues- Key statistics: 1. Minor decrease of 16,000 vehicles or 0.13% reduction vs. 2017 actuals; 2. Toll revenues were $76.5 million based on traffic of 12.1 million vehicles; 3. Audited toll revenues were approximately down ($245,200) versus the previous year total of $76.7million, or a (0.32%) decrease. 2018 DRPA traffic and revenues vs. budget: 1. Both traffic and toll revenues were both higher than budget; 2. YTD traffic is up 3.72%, or 434K vehicles, while toll revenues increased by $2.6 million, or 3.57%, vs. budget. (The major reason is the budget anticipated a higher impact of inclement weather, during the first few months of 2018, has been much less than anticipated.) 2018 Unaudited YTD traffic thru May: 1. Unaudited figures for January through May indicate that traffic on DRPA bridges is still relatively flat vs. 2017 totals, up less than 0.25%.) (Generally the unaudited numbers are lower than the final audited traffic figures, so this suggests that we should reflect a modest increase thru May) 2. During 2017, unaudited traffic was up by 3.7% over 2016 for the same time period.

PATCO Ridership and Net Revenues 2018 Ridership/Net Passenger Revenues (thru April YTD): 1. Total ridership YTD is 3.5 million riders which translated into $8.6 million in net passenger revenues. 2. 2018 YTD ridership vs. 2017 is down by (73,100) passengers or a 2.1% decrease. This year’s ridership was affected by service suspension on Jan. 29 due to a Conrail- related incident, and a customer appreciation “free commute” on Feb. 2, as well as some inclement weather/snow on March 7 and March 21st. Some of the decline was mitigated by the Eagles championship parade. 2018 Ridership/Net Revenues vs. Budget: 1. Ridership is roughly 29,800 riders higher than budget (up 0.86%) 2. Net passenger revenues are up $165K vs. budget, an increase of 1.96%

BUDGET VS. ACTUAL EXPENSES (unaudited)

Through March, DRPA and PATCO are roughly $4.2 million or 10.4% under budget. (During the same time period in 2017, YTD combined DRPA/PATCO expenses, were about $4.0 million under budget). PATCO’s favorable variances (under budget categories, are related to payroll, direct materials, contractual and professional services, etc. For the DRPA, positive variances are primarily related to payroll /ESE expenses, and contractual and professional services, and repairs.

GENERAL FUND AND THE 2018 CAPITAL PLAN

As we have mentioned previously, 2018 Capital Plan expenditures, beginning in the month of March, were totally funded through the General Fund. The General Fund balance dropped by approximately $2.3 million in May, as the $11.7 million monthly contribution was more than offset by $10.5 million in capital-related and other expenditures. YTD, the General Fund has dropped by roughly $30 million as a result of funding the 2018 capital plan.

Also, as mentioned previously, this trend will continue until the Authority issues proposed new revenue bond debt towards the early third quarter, at which time capital expenditures will be primarily funded through bond project funds.

OTHER INITIATIVES 1. Traffic Study: Traffic study negotiations have been concluded and we began supplying data to the traffic engineering consultant several weeks ago. The traffic study is a requirement of any new proposed bond issuance.

2. Bond Related Transactions: Defeasement of 2010 Revenue Bonds and New Money Issuance and Refunding of 2008 and 2010 Revenue Refunding Bonds

The first two separate transactions, authorized by the Board in January 2018, await finalization of the traffic study, which will hopefully be done by August. Therefore, my expectation is that the earliest these transactions will occur is sometime in the August/September timeframe. In addition, the Authority is now considering eliminating all, or a large portion, of its variable rate debt, which is supported by LOC facilities and FRN (Floating Rate Notes) and linked to our two swaps. Finalization of this strategy will made in the coming weeks based on financial market conditions and the potential exposure reduction benefits of such a transaction.

3. 2017 Annual Audit by Independent Auditor: The “exit conference” report was presented to the Audit Committee by our external auditors. Finance staff is in the process of preparing the Annual CAFR (Comprehensive Annual Financial Report) for delivery to the GFOA (Government Finance Officers Association), to qualify for its prestigious award by the end of this month. (We have won this award for 25 consecutive years.)

Respectfully submitted,

James M. White, Jr. CFO/Treasurer CONSULTATIVE AND DELIBERATIVE WORKPAPERS DRPA/PATCO UNAUDITED FINANCIAL SUMMARY June 5, 2018

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE

YEAR-TO-YEAR COMPARISON 2017 vs. 2018 YTD thru 3/31/18 2017 Actual 2018 Actual Year-to-Year Change % Change

DRPA Traffic 12,099,807 12,083,933 (15,874) (0.13%) DRPA Toll Revenues $76,696,800 $76,451,603 ($245,196) (0.32%)

Average Toll $6.3387 $6.3267 ($0.0120) (0.19%) Note: Snow impacted February 2016 DRPA Traffic Increase (Decrease) from prior month (85,115) DRPA Revenue Increase (Decrease) from prior month ($602,980)

2017 vs. 2018 YTD thru 4/30/18 2017 Actual 2018 Actual Year-to-Year Change % Change

PATCO Ridership 3,557,694 3,484,558 (73,136) (2.06%) PATCO Net Passenger Revenues $8,788,703 $8,570,685 ($218,018) (2.48%) Average Fare $2.4703 $2.4596 ($0.0107) (0.43%)

PATCO Ridership Increase (Decrease) from prior month 7,229 PATCO Revenue Increase (Decrease) from prior month ($13,608)

BUDGET VS. ACTUAL 2018 YTD thru 3/31/18 2018 Budget (3 mo) 2018 Actual (3 mo) (Under) / Over Budget % (Under) / Over Budget

DRPA Traffic 11,650,025 12,083,933 433,908 3.72% DRPA Toll Revenues $73,813,072 $76,451,603 $2,638,531 3.57%

DRPA Traffic Increase (Decrease) from prior month 861 DRPA Revenue Increase (Decrease) from prior month ($63,430)

Frequent Bridge Traveler Credit $396,730 $420,624 $23,894 6.02%

Delayed Transaction (Net) Revenue $566,757 $458,947 ($107,810) (19.02%) # of Transactions Reviewed: 196,707 YTD 2018 # of Transactions Reviewed: 1,813,392 since 5/16

2017 vs. 2018 YTD thru 4/30/18 2018 Budget (4 mo) 2018 YTD Actual (4 mo) (Under) / Over Budget % (Under) / Over Budget

PATCO Ridership 3,454,784 3,484,558 29,774 0.86% PATCO Net Passenger Revenues $8,406,181 $8,570,685 $164,504 1.96%

PATCO Ridership Increase (Decrease) from prior month (29,310) PATCO Revenue Increase (Decrease) from prior month ($71,216)

OPERATING EXPENSES - YTD March 31, 2018

BUDGET VS. ACTUAL (UNAUDITED)

2018 YTD thru 3/31/18 2018 YTD Budget 2018 YTD Actual (Under) / Over Budget % (Under) / Over Budget DRPA Budget $25,585,254 $22,686,103 ($2,899,151) (11.33%) PATCO Budget $14,463,036 $13,191,983 ($1,271,053) (8.79%) Total $40,048,290 $35,878,086 ($4,170,204) (10.41%)

Change in Budget variance ($1,857,238)

2018 YTD thru 3/31/18 2018 YTD Budget 2018 YTD Actual (Under) / Over Budget % (Under) / Over Budget PATCO Subsidy ($7,925,184) ($6,423,854) ($1,501,330) (18.94%)

ESTIMATED GENERAL FUND BALANCE

Estimated Balance as of 5/31/2018 $570.1 million Est. Change from previous month ($2.3) million - decrease since 4/30/2018

Note: DRPA 2013 bond project fund closed out in January 2018 CONSULTATIVE AND DELIBERATIVE WORKPAPERS DRPA/PATCO UNAUDITED FINANCIAL SUMMARY June 5, 2018

TOTAL DRPA BOND DEBT (in thousands of dollars)

5/31/2018 5/31/2018 1/1/2019 maturities Total Debt Outstanding $ 1,378,800 $ 1,434,665 $ (59,050)

TOTAL BOND DEBT BY TYPE As of 5/31/2018 (in thousands of dollars)

Principal Outstanding % of Total Bond Ratings (Moody's/S&P)

Fixed Rate Bonds 918,635 $ 918,635 66.6% see below Variable Rate Bonds (LOC backed) 217,875 15.8% see below Variable Rate Bonds (Direct Purchase) 242,290 17.6% Not rated Total Debt 1,378,800$ 100.0%

Revenue Bonds 1,245,125$ 90.3% A2 stable/ A stable PDP Bonds 133,675 9.7% Baa2 stable / A- stable Total Debt $ 1,378,800 100.0%

S&P upgraded DRPA Revenue and PDP Bonds in Nov. 2013 to A and BBB positive. In December 2014, S&P affirmed these ratings. In April 2016, S&P upgraded DRPA's PDP Bond ratings from "BBB" to "A-". The Revenue Bonds were affirmed at "A", stable outlook. In August 2017 S&P reaffirmed the existing bond ratings Moody's moved all DRPA bonds to stable outlook in Nov. 2012 and reaffirmed DRPA ratings in December 2015. In October 2017, Moody's upgraded DRPA's Revenue Bond ratings from "A3" to "A2" with a stable outlook and upgraded the PDP Bond ratings from "Baa3" to "Baa2" with a stable outlook.

Variable Rate Bond Issues Est. LOC Principal O/S Letter of Credit Banks Bond Principal Outstanding Expiration Date

2008 Rev. Ref. Bonds Series A $0 Bank of America $0 LOC terminated 7/25/16 Series B 113,178 TD Bank 111,240 12/31/22 2010 Rev. Ref. Bonds Series A 0 Royal Bank of Canada $0 LOC terminated 7/25/16 Series B 108,493 Barclay's Bank 106,635 3/18/22 Series C 0 Bank of NY Mellon 0 LOC terminated 6/9/16 Total Letters of Credit $221,670 $217,875

Var Rate Direct Purchase Bank Loans Principal Outstanding Direct Purchase Banks Loan Principal Outstanding Expiration Date

2008 Rev. Ref. Bonds Series A* $100,120 Bank of America $100,120 7/15/2020 2010 Rev. Ref. Bonds Series A* $51,305 Bank of America $51,305 7/15/2020 2010 Rev. Ref. Bonds Series A* $55,330 TD Bank $55,330 7/15/2021 2010 Rev. Ref. Bonds Series C* $35,535 Wells Fargo $35,535 6/9/2021 Total Direct Purchase Bonds $242,290 $242,290 *LIBOR Index Rate Mode Total Swap Valuation - 05/31/18 (in millions)

Original Notional Current Notional Amount Amount Active Swaps* MTM Value Est. Change from 12/31/16 Est. Change from 12/31/15

$811 $460.2 ($73.7) $39.3 $65.9 Change from 12/31/17 ($44.6) $14.9

TD Bank and Wells Fargo new swap counterparties as of July 2015 (replaced UBS) *Current Notional Amounts: As of Jan. 1, the notional values for the 1995 and 1999 swaps are $211.4 and $248.8 million, respectively, or a total of $460.2 million Note: Notional amount has decreased by $44.6 millions since 12/31/17.

KEY 2013 - 2016 FINANCE ACTION PLAN INITIATIVES 1. LOC restructuring for 2010 Revenue Refunding Bonds closed on March 21, 2013. Three new LOC providers. LOCs fees range from 0.45% to 0.70%. 2. 2008 Revenue Bond LOCs extensions were completed on June 28. Retaining TD Bank and Bank of America with fees at 0.655% to 0.70%, respectively. 3. New Bond issue: Ratings agency (Moody's & S&P) and investor presentations completed in November. S&P Ratings increased from A- to A. 4. S&P affirms ratings December 2014. 5. Feb. 2015: Barclays agreed to extend the LOC to March 20, 2018, at a reduced facility rate of 7.5 basis points - expected $95k decrease in annual fees. 6. July: Swap Novation - UBS replaced as swap counterparty on both DRPA active swaps. TD Securities & Wells Fargo are the new counterparties (2015). 7. July: Loan Guarantee with TD Bank finalized.- $796K for 10 years. 8. July : Reinstitution of E-ZPass Commuter Discount - December 1, 2015 implementation date. 9. BNY Mellon and RBC LOCs extended to June 16 and August 1, respectively (2016). 10. In April, S&P upgraded the DRPA's PDP debt from "BBB" to A stable. S&P reaffirmed the ratings on Revenue Bonds at A, stable. 11. Reallocation of $3.5 million in unspent Ec. Development funds to help fund WWB repainting project, PATCO vulnerability study, etc. 12. Underwriter/Remarketer RFQ to establish Bond Pool in progress. Bond pool established by Board Resolution. 13. BNY Mellon LOC terminated on June 9; replaced by direct purchase variable rate loan with Wells Fargo Bank. (see above) 14. B of A and Royal Bank LOCs terminated July 25. Replaced by 2 direct purchase loans from B of A and one by TD Bank. (see above) 15. In Sept., the Board authorized staff to execute a possible advanced refunding of the 2010 and 2013 bonds, if appropriate. The authorization also permitted staff to execute prudent transaction related to DRPA swaps, including a fixed rate bond issue, if warranted. 2017 Action Plan Initiatives 1. DRPA has received multiple proposals from investment banks relative to refunding a portion of the 2010 D bonds. 2. DRPA completed TD Bank LOC transaction on Nov. 21, with savings of approx. $1.0 million over 5 years. 2018 Action Plan Initiatives 1. DRPA has extended Barclays LOC for 4 year term at slighly reduced LOC facility costs. 2. DRPA Board has authorized defeasement of all or portion of 2010D bonds based on market conditions 3. DRPA Board has authorized new money issuance subject to market conditions 4. DRPA assessing impact of new tax law on FRN (Floating Rate Notes) procured with 3 banks in 2016. (See principal amounts above) 5. Investment analysis of General Fund and new proposed investment guidelines still under review. Nearing completion 6. SS&R to renegotiate FRN rate with Wells Fargo 7. Traffic Study underway for new money issuance. Issuance strategy related to new money and variable rate debt being finalized.

DRPA BOARD MINUTES

DELAWARE RIVER PORT AUTHORITY

BOARD MEETING

Southeastern Pennsylvania Transportation Authority 1234 Market Street Philadelphia, PA Wednesday, May 16, 2018

PRESENT

Pennsylvania Commissioners Ryan Boyer, Chairman of the Board Joseph Martz (via telephone) Donna Powell Sean Murphy, Esq. (for Pennsylvania Auditor General Eugene DePasquale) Robert Borski, Esq. (for Pennsylvania Treasurer Joseph Torsella; via telephone)

New Jersey Commissioners Jeffrey Nash, Esq., Vice Chairman of the Board Aaron Nelson (for Ricardo Taylor) Frank DiAntonio (via telephone) Bruce Garganio (via telephone) Charles Fentress

DRPA/PATCO Staff John Hanson, Chief Executive Officer, DRPA / President, PATCO Maria Wing, Deputy Chief Executive Officer Raymond J. Santarelli, General Counsel and Corporate Secretary Stephen Holden, Deputy General Counsel Narisa Sasitorn, Deputy General Counsel James White, Chief Financial Officer Christina Maroney, Director, Strategic Initiatives Toni P. Brown, Chief Administrative Officer Robert P. Hicks, Chief Operating Officer David Aubrey, Acting Inspector General John Rink, General Manager, PATCO Rohan Hepkins, Assistant General Manager, PATCO Mark Ciechon, Director of Finance, PATCO Richard Mosback, Director, Procurement DRPA/PATCO William Shanahan, Director, Government Relations Barbara Holcomb, Director, Government Grants Tonyelle Cook-Artis, Manager, Government Relations Michael Venuto, Chief Engineer

Page 1 of 5 DRPA/PATCO Staff (Continued) Kyle Anderson, Director, Corporate Communications Darlene Callands, Manager, Community Relations Jack Stief, Chief of Police, Public Safety Valerie P. Bradford, Bridge Director, Benjamin Franklin and Betsy Ross Bridges Lawrence Walton, Bridge Director, Walt Whitman and Commodore Barry Bridges Sheila Milner, Administrative Coordinator, Corporate Secretary, OGC Elizabeth Saylor, Administrative Coordinator, Corporate Secretary, OGC Dawn Whiton, Executive Assistant to the CEO and Deputy CEO

Others Present Craig Ambrose, Associate Counsel, New Jersey Governor’s Authorities Unit Nedia Ralston, Director, Pennsylvania Governor’s Office (Southeast Region) Christopher Gibson, Esq., Archer & Greiner (New Jersey Counsel) Alan Kessler, Esq., Duane Morris LLP (Pennsylvania Counsel) Jessica Priselac, Esq., Duane Morris LLP (Pennsylvania Counsel) Simeon Poles, Esq., Duane Morris LLP David Dix, President, Luminous Strategies Joseph Selgrade, Director of Logistics, National Multiple Sclerosis Society Meghan McNamee, Development Logistics Manager, National Multiple Sclerosis Society Michael Devlin, Chairman, Citizens Advisory Committee Daniel McCardle, Citizens Advisory Committee member Tyrone Westley, Citizens Advisory Committee member Benjamin Saracco, Citizens Advisory Committee member Matthew Zapson, Citizens Advisory Committee member Stephen Benigno, Citizens Advisory Committee member Lea Fortunato, Citizens Advisory Committee member Tom Jordan, Citizens Advisory Committee member Larry Davis, Citizens Advisory Committee member Kathy Venuti, Citizens Advisory Committee member Alan Becker, prospective Citizens Advisory Committee member Reggie Haynes, prospective Citizens Advisory Committee member Pamela Mack-Brooks, prospective Citizens Advisory Committee member

OPEN SESSION

Notice The Corporate Secretary announced that, pursuant to its by-laws, public notice of this meeting of the DRPA Board of Commissioners had been given by posting proper notice in the lobby at One Port Center and by issuing proper notice to the public and news media.

Roll Call Chairman Boyer called the meeting to order at 6:00 p.m. and asked that the Corporate Secretary call the roll. The following Commissioners were present, constituting a quorum: Chairman Boyer, Vice Chairman Nash, Martz, Borski, Powell, Garganio, Murphy, DiAntonio, Nelson and Fentress.

Page 2 of 5 Public Comment Joseph Selgrade, Director of Logistics for the National Multiple Sclerosis Society, thanked DRPA/PATCO for its assistance with the City to Shore MS Event and noted that this is the 23rd year that the event begins and ends at PATCO’s .

Citizens Advisory Committee Report Mike Devlin, Chairman of the Citizens Advisor Committee, gave a brief statement regarding past, present and prospective members. Mr. Devlin stated that two individuals who were past members would like to a part of the Committee again. He extended the Committee’s thanks to the DRPA for making sure their voices were heard. Mr. Hanson, on behalf of the DRPA staff, thanked the Committee for its feedback. Presentation of Ben Franklin Bridge 5th Street Vehicular and Pedestrian Tunnels Murals Bridge Director Valerie Bradford presented photographs of the murals which were submitted for the Ben Franklin Bridge 5th Street Vehicular and Pedestrian Tunnels Mural Project. She stated that, based on online voting, the highest ranking murals were done by Mat Tomeszko for the vehicular tunnel and by Brad Carney and Melissa Mandel for the pedestrian tunnel. Ms. Bradford stated that, with the endorsement of the O&M Committee and the Chair, she would contract with the artists to execute their respective murals.

Report of the Chief Executive Officer CEO Hanson stated that his report stood as previously submitted. Commissioner Fentress moved to approve the CEO’s Report and Commissioner Murphy seconded the motion. All Commissioners in attendance voted to approve the CEO’s Report. The motion carried.

Report of the Chief Financial Officer CFO White stated that his report stood as previously submitted.

Approval of the April 18, 2018 DRPA Board Meeting Minutes Chairman Boyer stated that the Minutes of the April 18, 2018 DRPA Board Meeting had been previously provided to the Governors of New Jersey and Pennsylvania and to the DRPA Commissioners. Commissioner Fentress moved to approve the Minutes and Commissioner Murphy seconded the motion. There were no comments or corrections. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Receipt and Filing of the Previously Approved List of Payments Covering the Month of April 2018 and the List of Previously Approved Purchase Orders and Contracts Covering the Month of April 2018 Chairman Boyer stated that the Monthly List of Payments covering the month of April 2018 and the Monthly List of Purchase Orders and Contracts covering the month of April 2018 were previously provided to all Commissioners. Commissioner Fentress moved to receive and file the Lists and Commissioner Murphy seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative. The motion carried.

Page 3 of 5 Approval of Operations & Maintenance Committee Meeting Minutes of May 1, 2018 Chairman Boyer stated that the Minutes of the May 1, 2018 Operations & Maintenance Committee Meeting were previously provided to all Commissioners. Commissioner Fentress moved to approve the Minutes and Commissioner Murphy seconded the motion. There were no comments or corrections. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Adoption of Resolution Approved by the Operations & Maintenance Committee on May 1, 2018 Chairman Boyer stated that there was one (1) Resolution from the May 1, 2018, Operations & Maintenance Committee Meeting for consideration, and introduced the following:

DRPA-18-048 Construction Monitoring Services for Contract No. CB-34-2017, Commodore Barry Bridge Elevator Replacements at Piers E1 and W1

Commissioner Fentress moved to adopt the Resolution and Commissioner Murphy seconded the motion. There were no questions or comments on the Resolution. All Commissioners in attendance voted in the affirmative to adopt the Resolution. The motion carried.

Approval of Labor Committee Meeting Minutes of May 1, 2018 Chairman Boyer stated that the Minutes of the May 1, 2018 Labor Committee Meeting were previously provided to all Commissioners. Commissioner Nelson moved to approve the Minutes and Commissioner Fentress seconded the motion. There were no comments or corrections. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Unfinished Business There was no DRPA Unfinished Business.

New Business Chairman Boyer reported that there were two (2) items of New Business for consideration, and introduced the following resolutions:

DRPA-18-049 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

Commissioner Fentress moved to adopt the Resolution and Commissioner Nelson seconded the motion. There were no questions or comments on the Resolution. All Commissioners in attendance voted in the affirmative to adopt the Resolution. The motion carried.

DRPA-18-050 Amendment of the By-Laws (1st Posting)

Commissioner Nelson moved to adopt Resolution DRPA-18-050, - Amendment of the By-Laws (1st Posting), and Commissioner Murphy seconded the motion. There were no questions or

Page 4 of 5 comments on the Resolution. All Commissioners in attendance voted in the affirmative to adopt the Resolution. The motion carried.

MEETING HELD IN ABEYANCE

At 6:16 p.m., Chairman Boyer stated that the DRPA Board meeting would be held in abeyance and the PATCO Board Meeting would convene.

Adjournment With no further DRPA business to discuss, Commissioner Fentress moved to adjourn the DRPA Board Meeting and Commissioner Powell seconded the motion. All Commissioners in attendance voted to approve the motion and the DRPA Board Meeting adjourned at 6:21p.m.

Respectfully Submitted,

Raymond J. Santarelli, Esquire General Counsel and Corporate Secretary

Page 5 of 5

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS

DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 5/01/18 THRU 5/31/18 MEETING DATE 6/20/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

JOHNSON, MIRMIRAN & THOMPSON, INC. 5TH STREET VEHICLE TUNNEL D-15-070 $56,969.85 ** 5TH STREET VEHICLE TUNNEL TOTAL $56,969.85 D.A. NOLT, INC. ADMIN./TOLL CANOPY ROOF REPLACEMENT D-17-045 $84,933.96 ** ADMIN./TOLL CANOPY ROOF REPLACEMENT TOTAL $84,933.96 BRINKERHOFF ENVIRONMENTAL ADMIRAL WILSON REMEDIATION & CONST. D-14-030 $7,181.32 ** ADMIRAL WILSON REMEDIATION & CONST. TOTAL $7,181.32 JACOBS ENGINEERING GROUP INC ASSET MANAGEMENT STUDY D-14-048 $293.52 ASSET MANAGEMENT STUDY TOTAL $293.52 CANON FINANCIAL SERVICES, INC AUTHORITY WIDE COPIERS & PRINTERS LEASE D-16-083 $5,953.42 ** AUTHORITY WIDE COPIERS & PRINTERS LEASE TOTAL $5,953.42 BRUCE'S COLLISION CENTER AUTO ACCESSORIES 25KTHRES $3,311.57 LACAL EQUIPMENT INC AUTO ACCESSORIES 25KTHRES $1,362.88 MULTIFACET, INC. AUTO ACCESSORIES 25KTHRES $1,183.00 AUTO ACCESSORIES TOTAL $5,857.45 LINDSAY TRANSPORTATION AUTO TRANSPORTATION 25KTHRES $3,107.56 AUTO TRANSPORTATION TOTAL $3,107.56 EPLUS TECHNOLOGY, INC BACKUP ARCHIVING OF AUTHORITY DATAD-18-039 $975,927.53 ** BACKUP ARCHIVING OF AUTHORITY DATA TOTAL $975,927.53 VITETTA ARCHITECTS & ENGINEERS BFB MASONRY REHABILITATION D-18-002 $3,936.01 ** BFB MASONRY REHABILITATION TOTAL $3,936.01 HNTB CORPORATION BIENNIAL INSPECTION D-17-103 $4,135.09 BIENNIAL INSPECTION TOTAL $4,135.09 PARKER MCCAY , P.A. BOND INDENTURE FEES D-17-086 $2,655.00 BOND INDENTURE FEES TOTAL $2,655.00 BANK OF NEW YORK - MELLON BOND SERVICE BOND RESOLUTIONS $480,977.21 TD BANK, N.A. BOND SERVICE BOND RESOLUTIONS $8,920,347.01 BOND SERVICE TOTAL $9,401,324.22 TD WEALTH BOND TRUSTEE FEES D-09-075 $2,851.60 BOND TRUSTEE FEES TOTAL $2,851.60 AECOM TECHNICAL SERVICES, INC. BRB MAINTENANCE PAINTING D-15-146 $2,307.98 ** CORCON, INC. BRB MAINTENANCE PAINTING D-17-065 $2,173,600.80 ** STV, INC. BRB MAINTENANCE PAINTING D-17-066 $55,330.05 ** BRB MAINTENANCE PAINTING TOTAL $2,231,238.83 REISSUED CHECKS CANCELLED CHECKS THAT WERE RE-ISSUED NONE $28,202.34 CANCELLED CHECKS THAT WERE RE-ISSUED TOTAL $28,202.34 ALSTOM TRANSPORTATION, INC. CAR REHAB DESIGN D-10-154 $3,694,142.27 ** DUANE MORRIS LLP CAR REHAB DESIGN D-16-013 $54,565.00 ** CAR REHAB DESIGN TOTAL $3,748,707.27 YOCOM SHUTTERS & BLINDS CBB ADMIN BLDG WINDOW TREATMENTS 25KTHRES $11,100.00 ** CBB ADMIN BLDG WINDOW TREATMENTS TOTAL $11,100.00 GRAINGER CBB MANUAL TOLL LANE GATES 25KTHRES $1,616.06 ** CBB MANUAL TOLL LANE GATES TOTAL $1,616.06 TRANE U.S. INC. CBB TOLL BOOTH HEATING & A/C UNITS 25KTHRES $6,590.00 ** CBB TOLL BOOTH HEATING & A/C UNITS TOTAL $6,590.00 DANIEL P. ZELLNER CDL LICENSE FEES 25KTHRES $44.00 RICHARD E. NIEDZWIADEK CDL LICENSE FEES 25KTHRES $44.00 RYAN T. WEIS CDL LICENSE FEES 25KTHRES $44.00 CDL LICENSE FEES TOTAL $132.00 GANNETT FLEMING COMPANIES CENTER TOWER/COMMAND & CONTROL CENTER D-16-011 $190,168.08 ** CENTER TOWER/COMMAND & CONTROL CENTER TOTAL $190,168.08 DELL MARKETING L.P. COMPUTER HARDWARE 25KTHRES $22,451.41 EPLUS TECHNOLOGY, INC COMPUTER HARDWARE 25KTHRES $4,966.68 PROVANTAGE LLC COMPUTER HARDWARE 25KTHRES $8,030.00 SCHNEIDER ELECTRIC COMPUTER HARDWARE 25KTHRES $3,738.40 COMPUTER HARDWARE TOTAL $39,186.49 THOMSON REUTERS- WEST COMPUTER SOFTWARE 25KTHRES $302.60 COMPUTER SOFTWARE TOTAL $302.60 BOWMAN & COMPANY LLP CONTRACT SERVICE EXPENSE D-14-158 $54,508.70 COURT LIAISON SERVICES, LLC CONTRACT SERVICE EXPENSE D-17-073 $2,750.00 IRON MOUNTAIN INCORPORATED CONTRACT SERVICE EXPENSE D-16-012 $16,000.00 TRI-COUNTY TERMITE & PEST CONTROL CONTRACT SERVICE EXPENSE 25KTHRES $40.00 WEEDS, INC. CONTRACT SERVICE EXPENSE P-16-002 $27,600.00 CONTRACT SERVICE EXPENSE TOTAL $100,898.70

** Capital Expenditures Page 1 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 5/01/18 THRU 5/31/18 MEETING DATE 6/20/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

LAZ KARP ASSOCIATES, LLC CONTRACTED P/T TOLL COLLECTORS D-17-012 $44,343.54 CONTRACTED P/T TOLL COLLECTORS TOTAL $44,343.54 COPERTINO EARTH MATERIALS, LLC CULVERT REPAIRS 25KTHRES $6,547.92 CULVERT REPAIRS TOTAL $6,547.92 TEAM CLEAN, INC CUSTODIAL SERVICES D-16-120 $43,317.49 CUSTODIAL SERVICES TOTAL $43,317.49 DELL MARKETING L.P. DATA PROCESSING/SERVERS 25KTHRES $6,037.89 EPLUS TECHNOLOGY, INC. DATA PROCESSING/SERVERS 25KTHRES $2,500.00 SCHNEIDER ELECTRIC DATA PROCESSING/SERVERS D-17-057 $14,712.00 SHI INTERNATIONAL CORP DATA PROCESSING/SERVERS 25KTHRES $7,613.50 WTH TECHNOLOGY INC. DATA PROCESSING/SERVERS 25KTHRES $7,184.80 ZAYO GROUP HOLDINGS INC DATA PROCESSING/SERVERS D-16-086 $1,636.00 DATA PROCESSING/SERVERS TOTAL $39,684.19 AON RISK SERVICES CENTRAL INC DELEADING AND REPAINTING D-17-040 $137,174.72 ** ARCHER & GREINER DELEADING AND REPAINTING D-17-086 $135.00 ** ELLIOTT GREENLEAF & SIEDZIKOWSKI DELEADING AND REPAINTING D-17-086 $2,022.00 ** JOHNSON, MIRMIRAN & THOMPSON, INC. DELEADING AND REPAINTING D-15-098 $119,963.96 ** DELEADING AND REPAINTING TOTAL $259,295.68 RIGGINS INC. DIESEL FUEL D-17-051 $3,480.27 DIESEL FUEL TOTAL $3,480.27 A.P. CONSTRUCTION, INC. DRPA COLLINGSWOOD STATION PARK LOT-STORM D-17-047 $86,953.50 ** DRPA COLLINGSWOOD STATION PARK LOT-STORM TOTAL $86,953.50 CANON SOLUTIONS AMERICA, INC. DRPA COPIER EXPENSE D-16-083 $8,936.94 DRPA COPIER EXPENSE TOTAL $8,936.94 ATLANTIC CITY ELECTRIC ELECTRICITY EXPENSE UTILITY $5,455.65 DIRECT ENERGY MARKETING INC ELECTRICITY EXPENSE UTILITY $2,119.72 PECO - PAYMENT PROCESSING ELECTRICITY EXPENSE UTILITY $26,700.90 PSE&G CO. ELECTRICITY EXPENSE UTILITY $36,955.14 ELECTRICITY EXPENSE TOTAL $71,231.41 ELITE ELEVATOR SERVICES LLC ELEVATORS & ESCALATORS 25KTHRES $3,244.00 FUJITEC AMERICA, INC ELEVATORS & ESCALATORS 25KTHRES $10,836.00 ELEVATORS & ESCALATORS TOTAL $14,080.00 A.P. CONSTRUCTION, INC. ELEVATORS REMAINING STATIONS D-17-046 $204,919.20 ** BURNS ENGINEERING, INC. ELEVATORS REMAINING STATIONS P-17-011 $74,687.57 ** SOWINSKI SULLIVAN ARCHITECTS, PC ELEVATORS REMAINING STATIONS D-13-080 $1,473.54 ** ELEVATORS REMAINING STATIONS TOTAL $281,080.31 VISION BENEFITS OF AMERICA EMPLOYEE VISION INSURANCE NONE $2,896.50 EMPLOYEE VISION INSURANCE TOTAL $2,896.50 RANDSTAD NORTH AMERICAN INC ENTERPRISE RESOURCE PLANNING SYSTEM D-17-073 $4,950.00 ** ENTERPRISE RESOURCE PLANNING SYSTEM TOTAL $4,950.00 CURTIS 1000 INC. ENVELOPES 25KTHRES $1,960.00 ENVELOPES TOTAL $1,960.00 DELL MARKETING L.P. EQUIPMENT 25KTHRES $739.90 EQUIPMENT TOTAL $739.90 A & A GLOVE & SAFETY CO. EQUIPMENT & TOOLS 25KTHRES $4,509.09 ALKO DISTRIBUTORS EQUIPMENT & TOOLS 25KTHRES $42.98 ATLAS FLASHER AND SUPPLY CO., INC. EQUIPMENT & TOOLS 25KTHRES $3,050.00 BEYOND COMPONENTS INC EQUIPMENT & TOOLS 25KTHRES $797.50 FRANKLIN - GRIFFITH, LLC EQUIPMENT & TOOLS 25KTHRES $766.65 GRAINGER EQUIPMENT & TOOLS 25KTHRES $2,007.36 LAWSON PRODUCTS EQUIPMENT & TOOLS 25KTHRES $211.56 PEMBERTON ELECTRICAL SUPPLY EQUIPMENT & TOOLS 25KTHRES $325.35 SLATEBELT SAFETY EQUIPMENT & TOOLS 25KTHRES $410.00 STAUFFER GLOVE & SAFETY EQUIPMENT & TOOLS 25KTHRES $106.20 TRI-STATE DISTRIBUTORS OF NJ, INC EQUIPMENT & TOOLS 25KTHRES $837.00 UNITED ELECTRIC EQUIPMENT & TOOLS 25KTHRES $915.66 EQUIPMENT & TOOLS TOTAL $13,979.35 AMERICAN EXPRESS E-ZPASS CREDIT CARD FEES D-04-031 $22.16 NJ E-ZPASS E-ZPASS CREDIT CARD FEES D-04-031 $349,306.10 NJ TURNPIKE AUTHORITY E-ZPASS CREDIT CARD FEES D-04-031 $339,342.73 PAYMENTECH E-ZPASS CREDIT CARD FEES D-04-031 $579.08 E-ZPASS CREDIT CARD FEES TOTAL $689,250.07 EASTERN DATA PAPER FARE COLLECTION EQUIPMENT 25KTHRES $3,480.00

** Capital Expenditures Page 2 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 5/01/18 THRU 5/31/18 MEETING DATE 6/20/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

FARE COLLECTION EQUIPMENT TOTAL $3,480.00 INTERNAL REVENUE SERVICE-CHICAGO FEDERAL/FICA PAYROLL TAXES NONE $869,507.09 FEDERAL/FICA PAYROLL TAXES TOTAL $869,507.09 GLOBAL EQUIPMENT CO, INC FURNITURE 25KTHRES $1,149.30 FURNITURE TOTAL $1,149.30 RIGGINS INC. GASOLINE - UNLEADED D-17-051 $21,215.83 VALERIE PRESCOTT BRADFORD GASOLINE - UNLEADED 25KTHRES $20.00 WM HARGROVE MARINA GASOLINE - UNLEADED 25KTHRES $627.05 GASOLINE - UNLEADED TOTAL $21,862.88 OXFORD COMMUNICATIONS INC GRANT RECEIVABLES D-15-154 $139,405.78 PERRY MEDIA GROUP LLC GRANT RECEIVABLES D-15-154 $4,087.50 TRIAD ADVISORY SERVICES INC GRANT RECEIVABLES D-16-050 $6,860.00 GRANT RECEIVABLES TOTAL $150,353.28 SYMETRA LIFE INSURANCE COMP. GROUP LIFE & ACCIDENT INSURANCE PAYABLE D-17-074 $97,019.49 GROUP LIFE & ACCIDENT INSURANCE PAYABLE TOTAL $97,019.49 PHILADELPHIA GAS WORKS HEATING EXPENSE UTILITY $6,590.94 PSE&G CO. HEATING EXPENSE UTILITY $4,764.92 SOUTH JERSEY GAS COMPANY HEATING EXPENSE UTILITY $6,459.03 HEATING EXPENSE TOTAL $17,814.89 PORT AUTHORITY TRANSIT CORPORATION INTERCOMPANY TRANSFERS NONE $3,229,375.61 INTERCOMPANY TRANSFERS TOTAL $3,229,375.61 IUOE 542 BENEFIT FUNDS IUOE HEALTH INSURANCE D-15-130 $381,270.00 IUOE HEALTH INSURANCE TOTAL $381,270.00 SUPREME SAFETY, INC JANITORIAL SUPPLIES 25KTHRES $2,962.00 JANITORIAL SUPPLIES TOTAL $2,962.00 PATRICK M. BERKERY JOB CERTIFICATIONS & LICENSES 25KTHRES $94.50 JOB CERTIFICATIONS & LICENSES TOTAL $94.50 AON RISK SERVICES CENTRAL INC LINDENWOLD YARD TRACK REHAB D-17-040 $19,962.96 ** LINDENWOLD YARD TRACK REHAB TOTAL $19,962.96 HNTB CORPORATION MAINTENANCE PAINTING AND STEEL REPAIRS D-17-031 $106,363.30 ** MAINTENANCE PAINTING AND STEEL REPAIRS TOTAL $106,363.30 ANDREOTTI'S CATERING, LLC MEETING EXPENSES 25KTHRES $1,925.00 DAWN B. WHITON MEETING EXPENSES 25KTHRES $89.18 KRISTEN SCHIER MEETING EXPENSES 25KTHRES $500.00 ROBERT P. HICKS JR MEETING EXPENSES 25KTHRES $33.96 SODEXO, INC. & AFFILIATES MEETING EXPENSES 25KTHRES $751.80 UNITED WAY OF GREATER PHILA MEETING EXPENSES 25KTHRES $500.00 MEETING EXPENSES TOTAL $3,799.94 ATTORNEY REGISTRATION MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $450.00 GOVDEALS, INC. MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $21.07 GOVERNMENT NEWS NETWORK - GOVNET MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $132.50 NEW JERSEY SOCIETY MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $335.00 MEMBERSHIPS & SUBSCRIPTIONS TOTAL $938.57 FRANKLIN - GRIFFITH, LLC NAVIGATION LIGHT PLATFORMS 25KTHRES $2,640.00 ** NAVIGATION LIGHT PLATFORMS TOTAL $2,640.00 TD BANK, N.A. NET PAYROLL NONE $43,116.28 WELLS FARGO BANK, NA NET PAYROLL NONE $2,136,734.22 NET PAYROLL TOTAL $2,179,850.50 EPLUS TECHNOLOGY, INC NETWORK STORAGE UPGRADE D-18-039 $324,725.61 ** NETWORK STORAGE UPGRADE TOTAL $324,725.61 EPLUS TECHNOLOGY, INC NETWORK SWITCH REPLACEMENT 25KTHRES $7,629.00 ** NETWORK SWITCH REPLACEMENT TOTAL $7,629.00 GREEN LEAF PET RESORT & HOTEL LLC NEW CANINE DOG 25KTHRES $7,500.00 NEW CANINE DOG TOTAL $7,500.00 AECOM TECHNICAL SERVICES, INC. NJ APPROACH ROADWAY RESURFACING D-14-048 $226.00 ** CHERRY, WEBER & ASSOCIATES P.C. NJ APPROACH ROADWAY RESURFACING D-17-028 $69,970.81 ** NJ APPROACH ROADWAY RESURFACING TOTAL $70,196.81 N.J. LBR TAX NJ PAYROLL TAXES NONE $15,399.02 N.J. STATE - GIT NJ PAYROLL TAXES NONE $39,709.84 NJ PAYROLL TAXES TOTAL $55,108.86 BROWN'S GRAPHIC SOLUTIONS, INC OFFICE SUPPLIES 25KTHRES $70.55 W.B. MASON CO. INC OFFICE SUPPLIES D-17-085 $3,537.26 OFFICE SUPPLIES TOTAL $3,607.81

** Capital Expenditures Page 3 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 5/01/18 THRU 5/31/18 MEETING DATE 6/20/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

N.STAVOLI/W.M. WRIGHT SR. OTHER RECEIVABLES 25KTHRES $585.00 OTHER RECEIVABLES TOTAL $585.00 AECOM TECHNICAL SERVICES, INC. PA APPROACH OVERPASS REHAB D-17-005 $154,597.60 ** PA APPROACH OVERPASS REHAB TOTAL $154,597.60 PA STATE EMPLOYEES RETIREMENT PA SERS NONE $218,731.37 PA SERS TOTAL $218,731.37 BOWMAN & COMPANY LLP PATCO CONTRACT SERVICE EXPENSE D-14-158 $35,320.00 PATCO CONTRACT SERVICE EXPENSE TOTAL $35,320.00 CANON SOLUTIONS AMERICA, INC. PATCO COPIER EXPENSE D-16-083 $1,625.12 PATCO COPIER EXPENSE TOTAL $1,625.12 QUAL-LYNX CASUALTY PATCO PROFESSIONAL SERVICES D-17-017 $15,888.39 PATCO PROFESSIONAL SERVICES TOTAL $15,888.39 GREENMAN-PEDERSEN, INC. PATCO STATION ENHANCEMENTS D-15-019 $1,290.69 ** KLEINFELDER INC. PATCO STATION ENHANCEMENTS D-15-019 $695.61 ** PATCO STATION ENHANCEMENTS TOTAL $1,986.30 SPRINT PATCO TELEPHONE UTILITY $376.10 VERIZON PATCO TELEPHONE UTILITY $974.37 VERIZON BUSINESS PATCO TELEPHONE UTILITY $36.84 PATCO TELEPHONE TOTAL $1,387.31 AON RISK SERVICES CENTRAL INC PATCO VIADUCTS D-17-040 $31,550.58 ** JACOBS ENGINEERING GROUP INC PATCO VIADUCTS D-15-050 $40,444.03 ** RAILROAD CONSTRUCTION CO PATCO VIADUCTS D-15-049 $205,761.80 ** PATCO VIADUCTS TOTAL $277,756.41 WINNER FORD PATROL VEHICLE D-18-006 $264,679.60 ** PATROL VEHICLE TOTAL $264,679.60 CITY OF PHILADELPHIA PAYROLL TAXES NONE $26,648.76 PA DEPT OF REVENUE PAYROLL TAXES NONE $36,240.86 TREASURER - STATE OF NEW JERSEY PAYROLL TAXES NONE $39,677.18 PAYROLL TAXES TOTAL $102,566.80 PNC BANK P-CARD P-CARD PURCHASES 25KTHRES $130,876.17 P-CARD PURCHASES TOTAL $130,876.17 AUSTIN PRECISION PRODUCTS, INC POLICE EQUIPMENT 25KTHRES $4,565.95 EAGLE POINT GUN POLICE EQUIPMENT 25KTHRES $1,358.28 MUNCIPAL EMERGENCY SERVICES POLICE EQUIPMENT 25KTHRES $6,724.40 OLYMPIC UNIFORMS POLICE EQUIPMENT 25KTHRES $461.36 RED THE UNIFORM TAILOR POLICE EQUIPMENT 25KTHRES $500.00 POLICE EQUIPMENT TOTAL $13,609.99 PITNEY BOWES RESERVE ACCOUNT POSTAGE EXPENSES D-18-042 $54,000.00 UNITED PARCEL SERVICE (UPS) POSTAGE EXPENSES 25KTHRES $539.79 POSTAGE EXPENSES TOTAL $54,539.79 SHADES OF PAPER INC PRINTING EQUIPMENT 25KTHRES $3,367.00 PRINTING EQUIPMENT TOTAL $3,367.00 SYSTRA CONSULTING, INC. PRIORITY ROW REPAIRS 3-4TH ST D-15-019 $999.04 ** PRIORITY ROW REPAIRS 3-4TH ST TOTAL $999.04 EMPLOYMENT BACKGROUND PROFESSIONAL FEES 25KTHRES $332.70 PROFESSIONAL FEES TOTAL $332.70 ACACIA FINANCIAL GROUP, INC. PROFESSIONAL FEES - CONSULTING D-16-055 $1,400.00 AECOM TECHNICAL SERVICES, INC. PROFESSIONAL FEES - CONSULTING D-14-048 $27,737.63 AQUARIUS CAPITAL PROFESSIONAL FEES - CONSULTING 25KTHRES $7,000.00 BENEFIT HARBOR, LP PROFESSIONAL FEES - CONSULTING D-17-077 $15,329.04 PFM SWAP ADVISORS LLC PROFESSIONAL FEES - CONSULTING D-11-080 $9,000.00 PROFESSIONAL FEES - CONSULTING TOTAL $60,466.67 ARCHER & GREINER PROFESSIONAL FEES - LEGAL COSTS D-17-086 $6,400.70 BROWN & CONNERY LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $7,769.35 DILWORTH PAXSON LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $32,723.35 DUANE MORRIS LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $4,297.50 GENOVA BURNS LLC PROFESSIONAL FEES - LEGAL COSTS D-17-086 $474.14 LAULETTA BIRNBAUM, LLC PROFESSIONAL FEES - LEGAL COSTS D-16-028 $17,177.50 MATTLEMAN WEINROTH MILLER PROFESSIONAL FEES - LEGAL COSTS D-17-086 $472.50 MONTGOMERY & MCCRACKEN PROFESSIONAL FEES - LEGAL COSTS D-17-086 $5,535.00 PARKER MCCAY , P.A. PROFESSIONAL FEES - LEGAL COSTS D-16-028 $3,375.00 STEVENS & LEE PROFESSIONAL FEES - LEGAL COSTS D-16-028 $5,006.97 ZELLER & WIELICZKO, LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $874.35

** Capital Expenditures Page 4 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 5/01/18 THRU 5/31/18 MEETING DATE 6/20/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

PROFESSIONAL FEES - LEGAL COSTS TOTAL $84,106.36 AMERICAN EXPEDITING COMPANY PROFESSIONAL FEES - LEGAL EXPENSES D-16-028 $82.30 HOLMES & COMPANY LLC PROFESSIONAL FEES - LEGAL EXPENSES D-17-086 $10,120.00 NEW JERSEY LEGAL COPY INC PROFESSIONAL FEES - LEGAL EXPENSES D-17-068 $372.00 PACER SERVICE CENTER PROFESSIONAL FEES - LEGAL EXPENSES D-16-028 $15.80 PROFESSIONAL FEES - LEGAL EXPENSES TOTAL $10,590.10 INTERSTATE MOBILE CARE PROFESSIONAL FEES - MEDICAL D-14-103 $4,065.00 US REGIONAL OCCUPATIONAL HEALTH PROFESSIONAL FEES - MEDICAL D-14-103 $1,333.35 PROFESSIONAL FEES - MEDICAL TOTAL $5,398.35 BUSINESS INSURANCE HOLDINGS LLC PROFESSIONAL SERVICES 25KTHRES $673.00 DIGITAL ASSURANCE CERTIFICATION PROFESSIONAL SERVICES 25KTHRES $2,500.00 ESKILL CORPORATION PROFESSIONAL SERVICES 25KTHRES $3,800.00 HNTB CORPORATION PROFESSIONAL SERVICES D-14-048 $6,839.57 QUAL-LYNX CASUALTY PROFESSIONAL SERVICES D-17-017 $6,355.35 REMINGTON & VERNICK ENGINEERS, INC. PROFESSIONAL SERVICES D-14-048 $1,842.35 PROFESSIONAL SERVICES TOTAL $22,010.27 POSITIVE PROMOTIONS, INC. PROMOTIONAL ITEMS 25KTHRES $3,728.10 PROMOTIONAL ITEMS TOTAL $3,728.10 WSP RAMP AC AND BC JOINT REHABILITATIOND-15-019 $61,013.57 ** RAMP AC AND BC JOINT REHABILITATION TOTAL $61,013.57 BRINKERHOFF ENVIRONMENTAL REMEDIAL MANAGEMENT D-15-147 $112,426.10 ** REMEDIAL MANAGEMENT TOTAL $112,426.10 JACOBS ENGINEERING GROUP INC RENEWABLE ENERGY INTEGRATION D-14-048 $1,028.04 ** RENEWABLE ENERGY INTEGRATION TOTAL $1,028.04 LINDSAY TRANSPORTATION REPAIR PARTS - BARRIER MACHINE 25KTHRES $39.56 REPAIR PARTS - BARRIER MACHINE TOTAL $39.56 T. SLACK ENVIRONMENTAL SERVICES REPAIR PARTS - BRIDGES D-17-024 $4,173.20 REPAIR PARTS - BRIDGES TOTAL $4,173.20 SIMPLEX GRINNELL REPAIR PARTS - BUILDINGS 25KTHRES $3,544.91 REPAIR PARTS - BUILDINGS TOTAL $3,544.91 AIRCON FILTER MFG. CO., INC. REPAIR PARTS - OTHER EQUIPMENT 25KTHRES $810.00 FORTRESS PROTECTION, LLC REPAIR PARTS - OTHER EQUIPMENT 25KTHRES $240.00 GENERAL FIRE EQUIP CO INC. REPAIR PARTS - OTHER EQUIPMENT 25KTHRES $2,331.50 REPAIR PARTS - OTHER EQUIPMENT TOTAL $3,381.50 TRANSPO INDUSTRIES INC REPAIR-RAILROAD D-17-094 $7,258.00 REPAIR-RAILROAD TOTAL $7,258.00 BERBEN INSIGNIA CO REPAIRS AND MAINTENANCE 25KTHRES $53.00 CERTIFIED SPEEDOMETER SERVICE REPAIRS AND MAINTENANCE 25KTHRES $825.00 REPAIRS AND MAINTENANCE TOTAL $878.00 BILLOWS ELEC SUPPLY CO I NC REPAIRS-BUILDINGS 25KTHRES $5,900.00 COFFMAN ELECTRICAL EQUIPMENT REPAIRS-BUILDINGS 25KTHRES $6,028.00 PREMIUM POWER SERVICES, LLC REPAIRS-BUILDINGS D-17-037 $4,728.00 REPAIRS-BUILDINGS TOTAL $16,656.00 SCHNEIDER ELECTRIC REPLACEMENT AND UPGRADE DIGITAL PTZ CAMERA 25KTHRES $1,552.00 ** REPLACEMENT AND UPGRADE DIGITAL PTZ CAMERA TOTAL $1,552.00 SYMETRA LIFE INSURANCE COMP. RETIREE LIFE INSURANCE D-17-074 $2,878.57 RETIREE LIFE INSURANCE TOTAL $2,878.57 AMERIHEALTH INSURANCE COMPANY RETIREE MEDICAL INSURANCE D-17-058 $871,096.89 UNITED HEALTHCARE RETIREE MEDICAL INSURANCE D-17-075 $121,656.09 RETIREE MEDICAL INSURANCE TOTAL $992,752.98 HORIZON BLUE CROSS BLUE SHIELD RETIREE MEDICAL PRESCRIPTION INSURANCED-17-076 $103,776.14 RETIREE MEDICAL PRESCRIPTION INSURANCE TOTAL $103,776.14 WELDON ASPHALT ROAD&HIGHWAY EQUIPMENT 25KTHRES $2,348.48 ROAD&HIGHWAY EQUIPMENT TOTAL $2,348.48 SYMETRA LIFE INSURANCE COMP. S/T DISABILITY D-17-074 $368.70 S/T DISABILITY TOTAL $368.70 ATLANTIC SALT INC SALT FOR ROADWAYS D-17-061 $34,507.42 MORTON SALT INC. SALT FOR ROADWAYS TOTAL D-17-070 $14,728.46 SALT FOR ROADWAYS $49,235.88 KLEINBARD LLC SAP ENTERPRISE RESOURCE PLANNING SYSTEM D-17-086 $12,840.75 ** SAP PUBLIC SERVICES INC SAP ENTERPRISE RESOURCE PLANNING SYSTEM D-16-085 $12,600.00 ** SAP ENTERPRISE RESOURCE PLANNING SYSTEM TOTAL $25,440.75 ALENCO FENCE SECURITY FENCE IMPROVEMENTS D-18-004 $109,800.20 **

** Capital Expenditures Page 5 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 5/01/18 THRU 5/31/18 MEETING DATE 6/20/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

SECURITY FENCE IMPROVEMENTS TOTAL $109,800.20 RICHARDSON/CLARK/ALEKSIC/DIPIETRO SHORT CHANGE AUDITS 25KTHRES $56.00 SHORT CHANGE AUDITS TOTAL $56.00 INTERSTATE AERIALS, LLC SLOPE PROTECTION AND STABILIZATION 25KTHRES $4,100.00 ** SLOPE PROTECTION AND STABILIZATION TOTAL $4,100.00 AON RISK SERVICES CENTRAL INC SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-17-040 $21,311.74 ** DILWORTH PAXSON LLP SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-17-086 $2,868.75 ** JOHNSON, MIRMIRAN & THOMPSON, INC. SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-17-056 $57,240.08 ** SOUTH STATE, INC. SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-17-055 $221,994.00 ** SOUTH WALKWAY BIKE/PEDESTRIAN RAMP TOTAL $303,414.57 DAWN B. WHITON SPECIAL EVENTS 25KTHRES $60.87 SPECIAL EVENTS TOTAL $60.87 COUNTRY GAS SERVICES INC SUPPLIES 25KTHRES $70.25 ONE CALL CONCEPTS, INC. SUPPLIES 25KTHRES $80.00 SOUTH JERSEY WELDING SUPPLY CO SUPPLIES 25KTHRES $507.50 SUPPLIES TOTAL $657.75 TD BANK, N.A. SWAP INTEREST PAYMENTS D-14-116 $693,519.85 WELLS FARGO BANK, NA SWAP INTEREST PAYMENTS D-14-116 $872,698.21 SWAP INTEREST PAYMENTS TOTAL $1,566,218.06 H.A. DEHART & SON, INC. SWAP LOADER 262 D-18-016 $12,051.18 ** SWAP LOADER 262 TOTAL $12,051.18 H.A. DEHART & SON, INC. SWAP LOADER 462 D-18-016 $12,051.18 ** SWAP LOADER 462 TOTAL $12,051.18 LEXISNEXIS TECHNOLOGY EXPENSE D-15-122 $2,318.00 TECHNOLOGY EXPENSE TOTAL $2,318.00 NETWORKFLEET, INC. TELEPHONE & TELECOM EXPENSE UTILITY $9,550.80 SPRINT TELEPHONE & TELECOM EXPENSE UTILITY $1,504.41 THE CONFERENCE GROUP, LLC TELEPHONE & TELECOM EXPENSE UTILITY $305.21 VERIZON TELEPHONE & TELECOM EXPENSE UTILITY $12,598.12 VERIZON BUSINESS TELEPHONE & TELECOM EXPENSE UTILITY $3,420.72 VERIZON WIRELESS TELEPHONE & TELECOM EXPENSE UTILITY $26,374.38 TELEPHONE & TELECOM EXPENSE TOTAL $53,753.64 ACCOUNTANTS FOR YOU, INC TEMPORARY SERVICES D-17-062 $16,663.94 PERRY RESOURCES TEMPORARY SERVICES D-17-062 $8,271.05 TEMPORARY SERVICES TOTAL $24,934.99 TREASURER-STATE OF NEW JERSEY TESTING AND INSPECTION FEES 25KTHRES $10,095.00 TESTING AND INSPECTION FEES TOTAL $10,095.00 GOODYEAR WHOLESALE TIRE CENTERS TIRES 25KTHRES $1,064.16 TIRES TOTAL $1,064.16 TRANSCORE LP TOLL COLLECTION EQUIP D-15-011 $71,777.00 TOLL COLLECTION EQUIP TOTAL $71,777.00 DUNBAR ARMORED INC TOLL DEPOSIT FEES D-14-093 $16,040.60 TOLL DEPOSIT FEES TOTAL $16,040.60 HNTB CORPORATION TOWER LINK REHABILITATION D-15-019 $18,586.34 ** TOWER LINK REHABILITATION TOTAL $18,586.34 TRI-M GROUP LLC TRAFFIC CTRL DEVICES D-17-071 $19,775.00 TRAFFIC CTRL DEVICES TOTAL $19,775.00 AMERICAN RED CROSS TRAINING REGISTRATION FEES 25KTHRES $999.00 AOPC FIRST JUDICIAL DISTRICT TRAINING REGISTRATION FEES 25KTHRES $120.00 NEW JERSEY STATE SAFETY COUNCIL TRAINING REGISTRATION FEES 25KTHRES $70.00 PMA CONFERENCE MANAGEMENT TRAINING REGISTRATION FEES 25KTHRES $2,195.00 TRAINING REGISTRATION FEES TOTAL $3,384.00 AMY L. ASH TRAINING TRAVEL COSTS 25KTHRES $295.96 JOHANNE S. CORKER TRAINING TRAVEL COSTS 25KTHRES $17.66 KAREN L. CYPHERS TRAINING TRAVEL COSTS 25KTHRES $1,555.13 KATHERINE P. HILINSKI TRAINING TRAVEL COSTS 25KTHRES $51.25 KELLY L. FORBES TRAINING TRAVEL COSTS 25KTHRES $119.44 NARISA SASITORN TRAINING TRAVEL COSTS 25KTHRES $26.00 NYDIA ROSARIO TRAINING TRAVEL COSTS 25KTHRES $15.00 TRAINING TRAVEL COSTS TOTAL $2,080.44 REPUBLIC SERVICES TRASH REMOVAL D-16-081 $2,927.46 TRASH REMOVAL TOTAL $2,927.46 ALEXANDER W. TILSON TRAVEL EXPENSES 25KTHRES $26.16

** Capital Expenditures Page 6 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 5/01/18 THRU 5/31/18 MEETING DATE 6/20/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

ANGELA M. CRESPO TRAVEL EXPENSES 25KTHRES $4.91 ANN DUVALL TRAVEL EXPENSES 25KTHRES $20.26 ARTHUR B. MCLEAN TRAVEL EXPENSES 25KTHRES $4.91 BARBARA HOLCOMB TRAVEL EXPENSES 25KTHRES $110.45 BRENDA L. GREENE TRAVEL EXPENSES 25KTHRES $44.94 CHARLES M. THORP TRAVEL EXPENSES 25KTHRES $22.89 COSTANTINO PARISI TRAVEL EXPENSES 25KTHRES $182.23 CURTIS H. JACKSON TRAVEL EXPENSES 25KTHRES $19.64 CYNETRA C. LAWS TRAVEL EXPENSES 25KTHRES $10.90 DARLEEN CAMPBELL TRAVEL EXPENSES 25KTHRES $11.99 DARYL A. JENIFER TRAVEL EXPENSES 25KTHRES $31.63 DAVID J. AUBREY TRAVEL EXPENSES 25KTHRES $46.00 DAWN L. HILLMAN TRAVEL EXPENSES 25KTHRES $33.79 GERALD FABER TRAVEL EXPENSES 25KTHRES $121.38 JACQUELINE MULLEN TRAVEL EXPENSES 25KTHRES $10.90 JAMES C. CAMPBELL TRAVEL EXPENSES 25KTHRES $6.48 JAMES M. WHITE TRAVEL EXPENSES 25KTHRES $62.52 JANET D. ROMANI TRAVEL EXPENSES 25KTHRES $9.82 JENNIFER L. CELLINESI TRAVEL EXPENSES 25KTHRES $33.79 JOHANNE S. CORKER TRAVEL EXPENSES 25KTHRES $14.50 JOHN A. CUJDIK TRAVEL EXPENSES 25KTHRES $21.80 JOHN J. PANEPINTO TRAVEL EXPENSES 25KTHRES $65.40 JOSEPH T. DESIMONE TRAVEL EXPENSES 25KTHRES $10.90 KATHLEEN P. VANDY TRAVEL EXPENSES 25KTHRES $106.27 KELLY G. ZACHWIEJA TRAVEL EXPENSES 25KTHRES $11.99 KEVAN D. RAHAMAN TRAVEL EXPENSES 25KTHRES $9.64 KIMBERLY A. MARCHELLINO TRAVEL EXPENSES 25KTHRES $10.90 MARIANNE STASZEWSKI TRAVEL EXPENSES 25KTHRES $2.73 MARINO A. MORRONE TRAVEL EXPENSES 25KTHRES $21.80 MECCA M. MUSE TRAVEL EXPENSES 25KTHRES $34.88 MICHAEL P. VENUTO TRAVEL EXPENSES 25KTHRES $157.76 MICHAEL S. PELLEGRINO TRAVEL EXPENSES 25KTHRES $76.30 MONICA M. JAMES TRAVEL EXPENSES 25KTHRES $21.81 MONICA N. GIBBS TRAVEL EXPENSES 25KTHRES $25.45 NARISA SASITORN TRAVEL EXPENSES 25KTHRES $31.00 NATASHA A. IOCONO TRAVEL EXPENSES 25KTHRES $21.80 NIASHA N. JORDAN TRAVEL EXPENSES 25KTHRES $3.27 NYDIA ROSARIO TRAVEL EXPENSES 25KTHRES $15.04 PARIS C. COLEY TRAVEL EXPENSES 25KTHRES $6.00 PATRICIA A. FULLMER TRAVEL EXPENSES 25KTHRES $54.50 RAYMOND J. SANTARELLI TRAVEL EXPENSES 25KTHRES $16.00 RAYMOND O. BYARD TRAVEL EXPENSES 25KTHRES $16.70 ROBERT P. HICKS JR TRAVEL EXPENSES 25KTHRES $31.82 ROXANNE P. LAROC TRAVEL EXPENSES 25KTHRES $27.00 SHEILA D. MILNER TRAVEL EXPENSES 25KTHRES $33.27 STEPHANIE A. SCHAFFER TRAVEL EXPENSES 25KTHRES $10.90 THOMAS M. KNETZ TRAVEL EXPENSES 25KTHRES $113.91 TIFFANY YOUNG TRAVEL EXPENSES 25KTHRES $16.90 TIMOTHY A. AHERN TRAVEL EXPENSES 25KTHRES $10.90 TONYELLE K. COOK-ARTIS TRAVEL EXPENSES 25KTHRES $90.46 WILLIAM D. EDWARDS TRAVEL EXPENSES 25KTHRES $4.91 TRAVEL EXPENSES TOTAL $1,912.10 BRETT R. WILLIAMS TUITION REIMBURSEMENT EXPENSE 25KTHRES $1,881.00 COURTNEY L. MCHUGH TUITION REIMBURSEMENT EXPENSE 25KTHRES $1,650.00 DANIEL R. BATDORF TUITION REIMBURSEMENT EXPENSE 25KTHRES $1,122.00 GEORGE P. BOLLENDORF TUITION REIMBURSEMENT EXPENSE 25KTHRES $1,881.00 PATRICK W. DOLLY TUITION REIMBURSEMENT EXPENSE 25KTHRES $2,640.00 TIMOTHY P. FLETCHER TUITION REIMBURSEMENT EXPENSE 25KTHRES $2,559.00 TUITION REIMBURSEMENT EXPENSE TOTAL $11,733.00 ACME UNIFORM FOR INDUSTRY UNIFORM EXPENSE 25KTHRES $723.10 PNC BANK P-CARD UNIFORM EXPENSE 25KTHRES $8,864.08 QUALITY CONCEPTS, INC. UNIFORM EXPENSE 25KTHRES $1,789.45 RED WING SHOE STORE 069 UNIFORM EXPENSE 25KTHRES $135.00

** Capital Expenditures Page 7 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 5/01/18 THRU 5/31/18 MEETING DATE 6/20/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

WITMER PUBLIC SAFETY GRP INC UNIFORM EXPENSE 25KTHRES $647.80 UNIFORM EXPENSE TOTAL $12,159.43 EMPLOYEE PASS THROUGH PAYMENTS UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. NONE $158,105.25 UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. TOTAL $158,105.25 NAPA AUTO PARTS VEHICLE PARTS FOR REPAIRS D-17-014 $25,543.43 WILLIAMS AUTO PARTS VEHICLE PARTS FOR REPAIRS D-17-014 $878.84 VEHICLE PARTS FOR REPAIRS TOTAL $26,422.27 PACIFICO FORD, INC. VEHICLE REPAIRS - EXTERNAL SERVICES 25KTHRES $82.77 WINNER FORD VEHICLE REPAIRS - EXTERNAL SERVICES 25KTHRES $2,812.71 VEHICLE REPAIRS - EXTERNAL SERVICES TOTAL $2,895.48 AUTO SUPERWASH INC VEHICLE SUPPLIES 25KTHRES $567.50 VEHICLE SUPPLIES TOTAL $567.50 PENNONI ASSOCIATES INC. VICTOR LOFTS D-13-082 $5,717.09 VICTOR LOFTS TOTAL $5,717.09 CITY OF PHILA WATER & SEWER EXPENSE UTILITY $8,191.48 NEW JERSEY AMERICAN WATER WATER & SEWER EXPENSE UTILITY $605.35 PENNSAUKEN SEWERAGE AUTHORITY WATER & SEWER EXPENSE UTILITY $485.78 W.B. MASON CO. INC WATER & SEWER EXPENSE D-17-037 $804.16 WATER & SEWER EXPENSE TOTAL $10,086.77 DALE OXYGEN, INC WELDER BFB 25KTHRES $723.00 ** WELDER BFB TOTAL $723.00 QUAL-LYNX WORKMEN'S COMPENSATION D-17-017 $179,266.08 WORKMEN'S COMPENSATION TOTAL $179,266.08 GIIG SILICONES LLC WWB AIR HANDLER CONDENSATE PAN LINERS 25KTHRES $4,632.00 ** WWB AIR HANDLER CONDENSATE PAN LINERS TOTAL $4,632.00

$31,546,475.60

** Capital Expenditures Page 8 of 8

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS & CONTRACTS

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS-MAY 2018

Purchasing Item DocumentDate Vendor/supplyingplant MaterialGroupDesc. NetOrderValue Document 4500007652 389.00 4500007652 1 5/11/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 80.00 4500007652 2 5/11/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 60.00 4500007652 3 5/11/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 35.00 4500007652 4 5/11/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 20.00 4500007652 5 5/11/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 78.00 4500007652 6 5/11/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 100.00 4500007652 7 5/11/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 16.00 4500007918 6,547.92 4500007918 1 5/2/2018102208 COPERTINOEARTHMATERIALS,LLC CULVERT/PILING/PIPE 2,219.80 4500007918 2 5/2/2018102208 COPERTINOEARTHMATERIALS,LLC CULVERT/PILING/PIPE 1,305.72 4500007918 3 5/2/2018102208 COPERTINOEARTHMATERIALS,LLC CULVERT/PILING/PIPE 3,022.40 4500008035 1,960.00 4500008035 1 5/2/2018100125 CURTIS1000INC. ENVELOPES,PLAIN/PRT 1,960.00 4500008036 3,728.10 4500008036 1 5/2/2018102078 POSITIVEPROMOTIONS,INC. MISCPROFSRVS 436.00 4500008036 2 5/2/2018102078 POSITIVEPROMOTIONS,INC. MISCPROFSRVS 30.00 4500008036 3 5/2/2018102078 POSITIVEPROMOTIONS,INC. MISCPROFSRVS 1,516.00 4500008036 4 5/2/2018102078 POSITIVEPROMOTIONS,INC. MISCPROFSRVS 30.00 4500008036 5 5/2/2018102078 POSITIVEPROMOTIONS,INC. MISCPROFSRVS 352.00 4500008036 6 5/2/2018102078 POSITIVEPROMOTIONS,INC. MISCPROFSRVS 60.00 4500008036 7 5/2/2018102078 POSITIVEPROMOTIONS,INC. MISCPROFSRVS 916.00 4500008036 8 5/2/2018102078 POSITIVEPROMOTIONS,INC. MISCPROFSRVS 50.00 4500008036 9 5/2/2018102078 POSITIVEPROMOTIONS,INC. MISCPROFSRVS 338.10 4500008042 7,189.00 4500008042 1 5/3/2018100530 SHIINTERNATIONALCORP DATAPROCSRVS&SW 7,189.00 4500008043 331.20 4500008043 1 5/3/2018100501 W.B.MASONCO.INC HARDWARE&RELATED 331.20 4500008048 13,731.22 4500008048 1 5/4/2018102175 INSIGHTPUBLICSECTOR,INC DATAPROCSRVS&SW 1,700.16 4500008048 2 5/4/2018102175 INSIGHTPUBLICSECTOR,INC DATAPROCSRVS&SW 12,000.50 4500008048 3 5/4/2018102175 INSIGHTPUBLICSECTOR,INC DATAPROCSRVS&SW 30.56 4500008050 3,115.00 4500008050 1 5/7/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 475.00 4500008050 2 5/7/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 1,176.00 4500008050 3 5/7/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 1,464.00 4500008051 2,128.32 4500008051 1 5/7/2018102030 CUSTOMBANDAGINC. TIRESANDTUBES 2,128.32 4500008052 22,446.50 4500008052 1 5/7/2018100837 DELLMARKETINGL.P. COMPHW/PERIPH-MICRO 22,446.50 4500008074 8,030.00 4500008074 1 5/8/2018100373 PROVANTAGELLC COMPHW/PERIPH-MICRO 6,680.00 4500008074 2 5/8/2018100373 PROVANTAGELLC COMPHW/PERIPH-MICRO 1,350.00 4500008092 9,382.39 4500008092 1 5/10/2018100471 TRAFFIXDEVICES,INC. AUTOMAINT/RPRPRTS 8,105.94 4500008092 2 5/10/2018100471 TRAFFIXDEVICES,INC. AUTOMAINT/RPRPRTS 683.23 4500008092 3 5/10/2018100471 TRAFFIXDEVICES,INC. AUTOMAINT/RPRPRTS 593.22 4500008093 387.36 4500008093 1 5/10/2018101476 UNITEDELECTRIC NONELECTRON-CBL/WRE 387.36 4500008095 304.00 4500008095 1 5/10/2018101758 CYBERTECHINC ELECTRONCOMPON/PRTS 24.00 4500008095 2 5/10/2018101758 CYBERTECHINC ELECTRONCOMPON/PRTS 26.00 4500008095 3 5/10/2018101758 CYBERTECHINC ELECTRONCOMPON/PRTS 26.00 4500008095 4 5/10/2018101758 CYBERTECHINC ELECTRONCOMPON/PRTS 24.00 4500008095 5 5/10/2018101758 CYBERTECHINC ELECTRONCOMPON/PRTS 51.00 4500008095 6 5/10/2018101758 CYBERTECHINC ELECTRONCOMPON/PRTS 51.00 4500008095 7 5/10/2018101758 CYBERTECHINC ELECTRONCOMPON/PRTS 51.00 4500008095 8 5/10/2018101758 CYBERTECHINC ELECTRONCOMPON/PRTS 51.00 4500008096 6,994.80 4500008096 1 5/10/2018100522 WTHTECHNOLOGYINC. DATAPROCSRVS&SW 3,961.80 4500008096 2 5/10/2018100522 WTHTECHNOLOGYINC. DATAPROCSRVS&SW 900.00 4500008096 3 5/10/2018100522 WTHTECHNOLOGYINC. DATAPROCSRVS&SW 1,773.00 4500008096 4 5/10/2018100522 WTHTECHNOLOGYINC. DATAPROCSRVS&SW 360.00 4500008097 8,782.50 4500008097 1 5/10/2018101181 TRANSPOINDUSTRIESINC RD&HWYBUILD.MATS 925.00 4500008097 2 5/10/2018101181 TRANSPOINDUSTRIESINC RD&HWYBUILD.MATS 3,090.00 4500008097 3 5/10/2018101181 TRANSPOINDUSTRIESINC RD&HWYBUILD.MATS 3,780.00 4500008097 4 5/10/2018101181 TRANSPOINDUSTRIESINC RD&HWYBUILD.MATS 408.00 4500008097 5 5/10/2018101181 TRANSPOINDUSTRIESINC RD&HWYBUILD.MATS 36.00 DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS-MAY 2018

4500008097 6 5/10/2018101181 TRANSPOINDUSTRIESINC RD&HWYBUILD.MATS 348.00 4500008097 7 5/10/2018101181 TRANSPOINDUSTRIESINC RD&HWYBUILD.MATS 66.00 4500008097 8 5/10/2018101181 TRANSPOINDUSTRIESINC RD&HWYBUILD.MATS 36.00 4500008097 9 5/10/2018101181 TRANSPOINDUSTRIESINC RD&HWYBUILD.MATS 93.50 4500008098 3,358.00 4500008098 1 5/10/2018102219 SHADESOFPAPERINC PRINTINGPLANTEQP 2,600.00 4500008098 2 5/10/2018102219 SHADESOFPAPERINC PRINTINGPLANTEQP 38.00 4500008098 3 5/10/2018102219 SHADESOFPAPERINC PRINTINGPLANTEQP 720.00 4500008100 300.84 4500008100 1 5/10/2018101803 TRI-STATEDISTRIBUTORSOFNJ,INC FARECOLLECTIONEQP 247.20 4500008100 2 5/10/2018101803 TRI-STATEDISTRIBUTORSOFNJ,INC HARDWARE&RELATED 53.64 4500008108 2,007.36 4500008108 1 5/11/2018100900 GRAINGER ELECEQP/SUPP-NOCBL 2,007.36 4500008110 720.00 4500008110 1 5/11/2018102092 MARTEKINDUSTRIES,INC. ELECEQP/SUPP-NOCBL 720.00 4500008111 106.20 4500008111 1 5/11/2018100436 STAUFFERGLOVE&SAFETY 1STAID&SAFETYEQP 106.20 4500008112 871.60 4500008112 1 5/11/2018100342 PENDERGASTSAFETYEQUIPMENTCO1STAID&SAFETYEQP 190.00 4500008112 2 5/11/2018100342 PENDERGASTSAFETYEQUIPMENTCO1STAID&SAFETYEQP 144.60 4500008112 3 5/11/2018100342 PENDERGASTSAFETYEQUIPMENTCO1STAID&SAFETYEQP 537.00 4500008113 15,475.32 4500008113 1 5/11/2018100620 BILLOWSELECSUPPLYCOINC MAINT/REPAIR-ELECT. 5,075.64 4500008113 2 5/11/2018100620 BILLOWSELECSUPPLYCOINC MAINT/REPAIR-ELECT. 10,399.68 4500008131 4,750.00 4500008131 1 5/15/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 750.00 4500008131 2 5/15/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 1,000.00 4500008131 3 5/15/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 1,000.00 4500008131 4 5/15/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 750.00 4500008131 5 5/15/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 250.00 4500008131 6 5/15/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 250.00 4500008131 7 5/15/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 250.00 4500008131 8 5/15/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 250.00 4500008131 9 5/15/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 250.00 4500008132 7,840.00 4500008132 1 5/15/2018100423 SIGNALSERVICE,INC. ELEC&SIGPARTS/MAINT 7,840.00 4500008133 2,200.00 4500008133 1 5/15/2018101989 YOCOMSHUTTERS&BLINDS MAINT/REPAIR-BLDG 2,200.00 4500008134 3,244.00 4500008134 1 5/22/2018102222 ELITEELEVATORSERVICESLLC ELEVATRS&ESCALATRS 2,700.00 4500008134 2 5/22/2018102222 ELITEELEVATORSERVICESLLC ELEVATRS&ESCALATRS 544.00 4500008136 424.50 4500008136 1 5/16/2018100530 SHIINTERNATIONALCORP DATAPROCSRVS&SW 424.50 4500008137 2,540.00 4500008137 1 5/16/2018102222 ELITEELEVATORSERVICESLLC ELEVATRS&ESCALATRS 2,540.00 4500008146 1,800.00 4500008146 1 5/17/2018101472 CENTRALPOLYCORP. JANITORIALSUPPLIES 1,800.00 4500008147 7,796.10 4500008147 1 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 3.42 4500008147 2 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 591.00 4500008147 3 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 36.16 4500008147 4 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 411.00 4500008147 5 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 64.00 4500008147 6 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 372.00 4500008147 7 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 11.70 4500008147 8 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 1,341.60 4500008147 9 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 70.20 4500008147 10 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 77.40 4500008147 11 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 1,104.00 4500008147 12 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 234.00 4500008147 13 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 14.40 4500008147 14 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 16.20 4500008147 15 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 810.00 4500008147 16 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 11.52 4500008147 17 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 663.00 4500008147 18 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 1,170.00 4500008147 19 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 8.00 4500008147 20 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 37.50 4500008147 21 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 85.60 4500008147 22 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 180.00 4500008147 23 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 169.60 4500008147 24 5/17/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 313.80 4500008151 6,057.00 DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS-MAY 2018

4500008151 1 5/17/2018100301 MPHINDUSTRIES,INC. POLICEEQPANDSUPP 1,919.00 4500008151 2 5/17/2018100301 MPHINDUSTRIES,INC. POLICEEQPANDSUPP 100.00 4500008151 3 5/17/2018100301 MPHINDUSTRIES,INC. POLICEEQPANDSUPP 1,919.00 4500008151 4 5/17/2018100301 MPHINDUSTRIES,INC. POLICEEQPANDSUPP 100.00 4500008151 5 5/17/2018100301 MPHINDUSTRIES,INC. POLICEEQPANDSUPP 1,919.00 4500008151 6 5/17/2018100301 MPHINDUSTRIES,INC. POLICEEQPANDSUPP 100.00 4500008153 23,400.00 4500008153 1 5/17/2018100514 WHITMOYERFORDINC AUTO/RELATEDTRANSPO 23,400.00 4500008156 544.50 4500008156 1 5/18/2018102195 ASPENREFRIGERENTS,INC. PLUMBINGEQP &SUPP 544.50 4500008157 4,600.00 4500008157 1 5/18/2018101931 POTTERSINDUSTRIESLLC PAINT-COATINGS,ETC 1,600.00 4500008157 2 5/18/2018101931 POTTERSINDUSTRIESLLC PAINT-COATINGS,ETC 1,000.00 4500008157 3 5/18/2018101931 POTTERSINDUSTRIESLLC PAINT-COATINGS,ETC 1,000.00 4500008157 4 5/18/2018101931 POTTERSINDUSTRIESLLC PAINT-COATINGS,ETC 1,000.00 4500008158 8,690.00 4500008158 1 5/18/2018101930 ENNISPAINT,INC. PAINT-COATINGS,ETC 8,690.00 4500008163 99.72 4500008163 1 5/21/2018100011 A&AGLOVE&SAFETYCO. HARDWARE&RELATED 99.72 4500008185 597.00 4500008185 1 5/22/2018100011 A&AGLOVE&SAFETYCO. 1STAID&SAFETYEQP 597.00 4500008186 99.00 4500008186 1 5/22/2018101489 AALLAMERICANFASTENERS FASTENERS 99.00 4500008189 20,967.50 4500008189 1 5/22/2018100837 DELLMARKETINGL.P. DATAPROCSRVS&SW 20,967.50 4500008194 2,314.60 4500008194 1 5/22/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 231.00 4500008194 2 5/22/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 971.90 4500008194 3 5/22/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 480.20 4500008194 4 5/22/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 150.00 4500008194 5 5/22/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 271.50 4500008194 6 5/22/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 210.00 4500008209 384.00 4500008209 1 5/23/2018101973 SUPREMESAFETY,INC OFFICESUPPLIES 384.00 4500008214 437.50 4500008214 1 5/23/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANYELECEQP/SUPP-NOCBL 437.50 4500008215 1,652.05 4500008215 1 5/23/2018101133 SIMPLEXGRINNELLLP ELECEQP/SUPP-NOCBL 652.05 4500008215 2 5/23/2018101133 SIMPLEXGRINNELLLP ELECEQP/SUPP-NOCBL 1,000.00 4500008219 537.00 4500008219 1 5/24/2018100011 A&AGLOVE&SAFETYCO. FARECOLLECTIONEQP 537.00 4500008220 960.00 4500008220 1 5/24/2018100271 LANDSMANUNIFORMS CLOTHINGUNIFORM 960.00 4500008221 972.00 4500008221 1 5/24/2018100644 FRANKLIN-GRIFFITH,LLC ELECEQP/SUPP-NOCBL 972.00 4500008224 440.00 4500008224 1 5/24/2018101476 UNITEDELECTRIC ELECEQP/SUPP-NOCBL 440.00 4500008226 829.32 4500008226 1 5/25/2018100445 T.FRANKMCCALL'S,INC. JANITORIALSUPPLIES 829.32 4500008227 252.00 4500008227 1 5/25/2018101803 TRI-STATEDISTRIBUTORSOFNJ,INC HARDWARE&RELATED 252.00 4500008230 25.00 4500008230 1 5/29/2018101973 SUPREMESAFETY,INC 1STAID&SAFETYEQP 25.00 4500008232 595.20 4500008232 1 5/30/2018100735 ARBILLINDUSTRIESINC 1STAID&SAFETYEQP 595.20 4500008235 64.48 4500008235 1 5/30/2018101489 AALLAMERICANFASTENERS FASTENERS 64.48 4500008240 491.90 4500008240 1 5/30/2018100337 PAPERMARTINC ENVELOPES,PLAIN/PRT 491.90 4500008241 383.50 4500008241 1 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 295.00 4500008241 2 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 88.50 4500008242 250.75 4500008242 1 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 73.75 4500008242 2 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 177.00 4500008244 457.25 4500008244 1 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 368.75 4500008244 2 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 88.50 4500008246 368.75 4500008246 1 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 177.00 4500008246 2 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 103.25 4500008246 3 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 88.50 DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS-MAY 2018

4500008249 427.75 4500008249 1 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 103.25 4500008249 2 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 73.75 4500008249 3 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 73.75 4500008249 4 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 177.00 4500008255 840.75 4500008255 1 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 295.00 4500008255 2 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 88.50 4500008255 3 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 368.75 4500008255 4 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 88.50 4500008261 121.10 4500008261 1 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 58.10 4500008261 2 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 63.00 4500008264 63.00 4500008264 1 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 63.00 4500008267 660.00 4500008267 1 5/30/2018 101648 GARDEN STATE HIGHWAY PRODUCTS INC1STAID&SAFETYEQP 660.00 4500008268 1,250.90 4500008268 1 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 290.50 4500008268 2 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 58.10 4500008268 3 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 203.00 4500008268 4 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 147.00 4500008268 5 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 59.50 4500008268 6 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 79.80 4500008268 7 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 173.60 4500008268 8 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 239.40 4500008269 249.20 4500008269 1 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 116.20 4500008269 2 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 119.00 4500008269 3 5/30/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 14.00 4500008270 1,240.56 4500008270 1 5/30/2018100011 A&AGLOVE&SAFETYCO. 1STAID&SAFETYEQP 535.20 4500008270 2 5/30/2018100011 A&AGLOVE&SAFETYCO. 1STAID&SAFETYEQP 199.50 4500008270 3 5/30/2018100011 A&AGLOVE&SAFETYCO. 1STAID&SAFETYEQP 259.50 4500008270 4 5/30/2018100011 A&AGLOVE&SAFETYCO. 1STAID&SAFETYEQP 246.36 4500008279 811.25 4500008279 1 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 354.00 4500008279 2 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 147.50 4500008279 3 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 147.50 4500008279 4 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 88.50 4500008279 5 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 73.75 4500008280 586.60 4500008280 1 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 58.10 4500008280 2 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 58.10 4500008280 3 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 63.00 4500008280 4 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 63.00 4500008280 5 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 116.20 4500008280 6 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 61.60 4500008280 7 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 79.80 4500008280 8 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 86.80 4500008281 1,469.10 4500008281 1 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 581.00 4500008281 2 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 116.20 4500008281 3 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 68.00 4500008281 4 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 116.20 4500008281 5 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 119.00 4500008281 6 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 66.00 4500008281 7 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 66.00 4500008281 8 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 159.60 4500008281 9 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 159.60 4500008281 10 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 17.50 4500008282 1,258.80 4500008282 1 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 157.50 4500008282 2 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 59.50 4500008282 3 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 58.10 4500008282 4 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 290.50 4500008282 5 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 63.00 4500008282 6 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 260.40 4500008282 7 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 147.00 4500008282 8 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 14.00 4500008282 9 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 63.00 4500008282 10 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 79.80 4500008282 11 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 66.00 DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS-MAY 2018

4500008284 1,601.10 4500008284 1 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 123.20 4500008284 2 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 58.10 4500008284 3 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 367.50 4500008284 4 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 14.00 4500008284 5 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 174.30 4500008284 6 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 66.00 4500008284 7 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 119.00 4500008284 8 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 173.60 4500008284 9 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 63.00 4500008284 10 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 94.50 4500008284 11 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 79.80 4500008284 12 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 86.80 4500008284 13 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 79.80 4500008284 14 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 101.50 4500008286 1,248.10 4500008286 1 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 232.40 4500008286 2 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 58.10 4500008286 3 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 178.50 4500008286 4 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 283.50 4500008286 5 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 79.80 4500008286 6 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 58.10 4500008286 7 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 58.80 4500008286 8 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 14.00 4500008286 9 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 151.20 4500008286 10 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 17.50 4500008286 11 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 58.10 4500008286 12 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 58.10 4500008288 366.10 4500008288 1 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 119.00 4500008288 2 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 189.00 4500008288 3 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 58.10 4500008289 294.20 4500008289 1 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 66.00 4500008289 2 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 17.50 4500008289 3 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 116.20 4500008289 4 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 94.50 4500008290 155.56 4500008290 1 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 79.80 4500008290 2 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 75.76 4500008291 12,875.00 4500008291 1 5/31/2018100098 CHERRYVALLEYTRACTORSALES AUTO/RELATEDTRANSPO 11,080.00 4500008291 2 5/31/2018100098 CHERRYVALLEYTRACTORSALES AUTO/RELATEDTRANSPO 1,795.00 4500008292 1,134.35 4500008292 1 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 75.60 4500008292 2 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 14.00 4500008292 3 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 154.00 4500008292 4 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 86.80 4500008292 5 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 347.20 4500008292 6 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 221.25 4500008292 7 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 88.50 4500008292 8 5/31/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 147.00 4500008293 17,350.00 4500008293 1 5/31/2018 101648 GARDEN STATE HIGHWAY PRODUCTS INC1STAID&SAFETYEQP 17,350.00

FINANCE COMMITTEE

DELAWARE RIVER PORT AUTHORITY Finance Committee Meeting

One Port Center 2 Riverside Drive Camden, New Jersey Wednesday, June 6, 2018

Commissioners: Jeffrey Nash, Esq., Finance Committee Chairman Donna Powell Robert Borski, Esq. (for Pennsylvania Treasurer Joseph Torsella) Christopher Lewis, Esq. Daniel Christy Frank DiAntonio Charles Fentress (via telephone)

DRPA/PATCO Staff: John Hanson, Chief Executive Officer/President Raymond Santarelli, General Counsel and Corporate Secretary Narisa Sasitorn, Deputy General Counsel Steve Holden, Deputy General Counsel Kathleen Vandy, Assistant General Counsel Robert Hicks, Chief Operating Officer James White, Chief Financial Officer Toni Brown, Chief Administrative Officer John Rink, General Manager, PATCO Rohan Hepkins, Assistant General Manager, PATCO Lou Pavlik, Program Analyst, Information Services John Lotierzo, Director, Finance Orville Parker, Acting Director of Revenue, Finance Christina Maroney, Director, Strategic Initiatives Mark Ciechon, Director, Finance, PATCO Kevin Hyslop, Senior Accountant, PATCO David Aubrey, Acting Inspector General, OIG Richard Mosback, Director, Procurement DRPA/PATCO Amy Ash, Manager, Contract Administration Kyle Anderson, Director, Corporate Communications Sheila Milner, Administrative Coordinator, OGC Elizabeth Saylor, Administrative Coordinator, OGC

Others Present: Craig Ambrose, Assistant Counsel, New Jersey Governor’s Authorities Unit Jana Landon, Esquire (Stradley Ronan) Peter Nissen, Wells Fargo Alan Becker (prospective Citizens Advisory Committee member)

Page 1 of 3 CALL TO ORDER

Chairman Nash called the meeting of the Finance Committee of the Delaware River Port Authority to order at 9:01 a.m. and asked the Corporate Secretary to call the roll.

ROLL CALL

The following Commissioners were present, constituting a quorum: Nash, Borski, Lewis, Powell, Christy, DiAntonio, Martz and Fentress.

OPEN SESSION

A. Financial Update

Chief Financial Officer/Treasurer White highlighted several areas from the DRPA/PATCO Unaudited Financial Summary, which had been previously provided to all Committee members. Mr. White highlighted the DRPA bridge traffic and revenues and PATCO ridership and net passenger revenues. He mentioned that the General Fund is doing well and the expenses through March are under budget..

EXECUTIVE SESSION

Chairman Nash announced the Committee would meet in Executive Session and requested the Corporate Secretary to provide a description of the matters to be discussed therein. The Corporate Secretary stated that the general subjects to be discussed in Executive Session related to long range planning activities, pending or anticipated contract negotiations, as well as matters falling within the attorney-client privilege. Commissioner DiAntonio moved to go into Executive Session and Commissioner Borski seconded the motion. All Commissioners in attendance voted to approve the motion and the Committee moved into Executive Session at 9:10 a.m. The Committee met in Executive Session.

Commissioner DiAntonio moved to close Executive Session and Commissioner Borski seconded the motion. All Commissioners in attendance voted to approve the motion and the committee meeting moved back into Open Session at 10:09 a.m.

OPEN SESSION

B. Summary Statements and Resolutions for Consideration

Chairman Nash stated that there were seven Summary Statements and Resolutions for consideration. They were as follows:

1) Authorization to Further Amend and Supplement the 1998 Revenue Bond Indenture in connection with the 2010C Revenue Refunding Bonds

Page 2 of 3 2) Cisco SmartNet Maintenance Agreement

3) Broker/Consultant for Health & Welfare Program

4) Broker/Consultant for Traditional Property & Casualty Including Pollution Legal Liability

5) Broker/Consultant for the Bridge Property Damage and Loss of Toll Revenue Program and the Claims-Made Excess Liability Policy

6) Gateway Park Properties Transfer Agreement

7) Authorization to Relinquish a Restrictive Covenant on Previously Transferred Property Commissioner DiAntonio moved to forward all seven (7) Summary Statements and Resolutions to the Board for consideration and Commissioner Borski seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion. ADJOURNMENT There being no further business, Commissioner DiAntonio moved to adjourn the meeting and Commissioner Borski seconded the motion. All Commissioners in attendance voted to approve the motion and the meeting adjourned at 10:12 a.m.

Page 3 of 3 SUMMARY STATEMENT

ITEM NO.: DRPA-18-051 SUBJECT: Authorization for the Further Amendment and Supplement of the 1998 Revenue Bond Indenture in Connection with the Authority's 2010C Revenue Refunding Bonds and Authorization to Take Certain Actions in Connection Therewith

COMMITTEE: Finance

COMMITTEEDATE: June6,2018

BOARDACTIONDATE: June20,2018

PROPOSAL: Further amend and supplement the 1998 Revenue Bond Indenture in connection with the Authority’s Revenue Refunding Bonds, Series C of 2010 (“2010C Revenue Bonds”), which 2010C Revenue Bonds are directly held by Wells Fargo Bank, National Association (“Wells Fargo”), to provide terms more favorable to the Authority, and the taking of all necessary action in connection therewith.

PURPOSE: In connection with the 2010C Revenue Bonds, authorize and approve: (i) the execution and delivery of one or more supplements to the 1998 Revenue Bond Indenture; (ii) if necessary or required, the execution and delivery of an amendment or supplement to the Continuing Covenants Agreement, dated as of June 1, 2016 (“CCA”), between the Authority and Wells Fargo; (iii) the preparation and dissemination of any and all notices or other required filings; (iv) the execution and delivery of any and all agreements, contracts, certifications, documents and instruments necessary or required to effectuate amendments or supplements of the 1998 Revenue Bond Indenture and/or the CCA; and (v) taking any and all other required actions in connection with the foregoing.

BACKGROUND: On March 31, 2010 the Authority issued the 2010C Revenue Bonds pursuant to the Indenture of Trust, dated as of July 1, 1998, as amended and supplemented to date (“Original Indenture”), including as amended by the Tenth Supplemental Indenture, dated as of June 1, 2016 (“Tenth Supplemental Indenture” and, together with the Original Indenture, the “1998 Revenue Bond Indenture”). The 2010C Revenue Bonds were originally issued in an aggregate principal amount of $50,000,000, of which $35,535,000 is currently outstanding. Pursuant to the CCA, on June 9, 2016, all of the 2010C Revenue SUMMARY STATEMENT SUBJECT: Authorization for the Finance – 6/6/2018 Further Amendment and Supplement of the 1998 Revenue Bond Indenture in Connection with the Authority's 2010C Revenue Refunding Bonds and Authorization to Take Certain Actions in Connection Therewith

Bonds were directly purchased and are currently held by Wells Fargo.

In accordance with the CCA and the Tenth Supplemental Indenture, interest on the 2010C Revenue Bonds is calculated on variable rate basis pursuant to which interest is re-calculated on weekly basis in accordance with an index rate utilizing, among other things, a percentage of the published LIBOR Index rate, plus an applicable spread depending on the credit rating of the Authority’s outstanding revenue bonds issued under the 1998 Indenture (referred to in the Tenth Supplemental Indenture as the “LIBOR Index Rate”). Calculation of the LIBOR Index Rate also includes an “applicable factor” and a “margin rate factor” designed to account for changes in the maximum federal corporate tax rate applicable to Wells Fargo.

As a result of the recent passage of the federal Tax Cuts and Jobs Act, the maximum corporate tax rate applicable to Wells Fargo was significantly reduced (from 35% to 21%), thereby causing the aggregate LIBOR Index Rate to be increased to account for the relative value of interest on tax exempt bonds, including the 2010C Revenue Bonds, to Wells Fargo.

As a result of the foregoing, the Authority’s Chief Financial Officer/Treasurer, together with the Authority’s Co-Financial Advisors and Co-Bond Counsel, have carefully reviewed strategies to mitigate against the increased interest rate borne by the 2010C Revenue Bonds upon terms most favorable to the Authority. In this regard, the Authority and Wells Fargo have heretofore agreed to revise the calculation methodology for the LIBOR Index Rate applicable to the 2010C Revenue Bonds such that, during the remaining “Index Rate Period” (currently ending June 9, 2021), the net variable weekly interest payable will be calculated at a rate lower than would otherwise be applicable under the current terms of the CCA and the Tenth Supplemental Indenture impacted by the reduction in the maximum federal corporate tax rate.

In order to memorialize and implement the proposed revisions to the LIBOR Index Rate calculation methodology applicable to the 2010C MMARY STATEMENT SUBJECT: Authorization for the Finance – 6/6/2018 Further Amendment and Supplement of the 1998 Revenue Bond Indenture in Connection with the Authority's 2010C Revenue Refunding Bonds and Authorization to Take Certain Actions in Connection Therewith

Revenue Bonds, it will be necessary to further amend and supplement the 1998 Revenue Bond Indenture by virtue of the execution and delivery of a supplemental indenture in accordance with the terms and provisions of the 1998 Revenue Bond Indenture.

The Chief Financial Officer/Treasurer, together with the Authority’s Co-Financial Advisors and Co-Bond Counsel, have previously provided the Finance Committee a full summary report of and recommendation for the terms of the proposed revision to the LIBOR Index Rate calculation methodology applicable to the 2010C Revenue Bonds and the Finance Committee has found the same to be in the best financial interests of the Authority.

As a result, the Board is now desirous of authorizing and approving: (i) the execution and delivery of one or more supplements to the 1998 Revenue Bond Indenture; (ii) if necessary or required, the execution and delivery of an amendment or supplement to the CCA; (iii) the preparation and dissemination of any required notices, certificates or other documents required by the terms of the 1998 Revenue Bond Indenture and/or the CCA for purposes of amending and supplementing the 1998 Revenue Bond Indenture and/or the CCA; (iv) the execution and delivery any and all agreements, contracts, certificates, documents and instruments necessary or required to effect the amendment and supplement of the 1998 Revenue Bond Indenture and/or the CCA and the revision of the LIBOR Index Rate calculation methodology; and (v) taking any and all other required actions in connection with the foregoing. SUMMARY: Amount: N/A Sources 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: N/A Other Parties Involved: TD Bank, National Association, as Trustee; Wells Fargo Bank, National Association; Co-Financial Advisors; Co- Bond Counsel DRPA-18-051 Finance Committee: June 6, 2018 Board Date: June 20, 2018 Authorization for the Further Amendment and Supplement of the 1998 Revenue Bond Indenture in Connection with the Authority's 2010C Revenue Refunding Bonds and Authorization to Take Certain Actions in Connection Therewith

RESOLUTION

RESOLVED: That the Board of Commissioners (“Board”) of the Delaware River Port Authority (“Authority”) hereby authorizes and approves: (i) the amendment to the variable rate interest rate calculation methodology applicable to the Authority’s Revenue Refunding Bonds, Series C of 2010 (“2010C Revenue Bonds”) upon terms more favorable to the Authority; (ii) the execution and delivery of one or more supplements to the Authority’s Indenture of Trust, dated as of July 1, 1998, as amended and supplemented to date (“1998 Revenue Bond Indenture”); (iii) if necessary or required, the execution and delivery of an amendment or supplement to the Continuing Covenants Agreement, dated as of June 1, 2016 (“CCA”), between the Authority and Wells Fargo Bank, National Association (“Wells Fargo”); (iv) the preparation and dissemination of any required notices, certificates or other documents required by the terms of the 1998 Revenue Bond Indenture and/or the CCA for purposes of amending and supplementing the 1998 Revenue Bond Indenture and/or the CCA; (v) the execution and delivery of any and all agreements, contracts, certificates, documents and instruments necessary or required to effect the amendment and supplement of the 1998 Revenue Bond Indenture and/or the CCA and the revision of the LIBOR Index Rate calculation methodology; and (vi) taking any and all other required actions in connection with the foregoing (items (i) through (vi) are referred to herein as the “Interest Rate Calculation Project”); subject in all respects to the satisfaction or waiver of the various conditions precedent provided by the 1998 Revenue Bond Indenture and/or the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder ("Code") for the reasons set forth in the preambles to this Resolution; and

RESOLVED: That the Chief Executive Officer, with the advice of the Authority's Chief Financial Advisor, Co-Financial Advisors, Co-Bond Counsel, General Counsel and other professional advisors, is hereby authorized and directed to determine the final terms and provisions by which the revised “LIBOR Interest Rate” and any other “Index Rate” set forth in the 1998 Revenue Bond Indenture related to the 2010C Revenue Bonds shall be calculated and memorialized; provided, however, in each case, that any such determinations shall be made substantially upon the terms provided to the Finance Committee and the Board, and the upon the terms most favorable to the Authority, while minimizing risk to the Authority; and

RESOLVED: That, in connection with the Interest Rate Calculation Project, the Chief Executive Officer, with the advice and assistance of the Chief Financial Officer/Treasurer, is hereby authorized and directed to procure the services of and, thereafter select and appoint: (i) the Co- Financial Advisors; (ii) Co-Bond Counsel; and (iii) any special counsel or co-counsel or other professional advisors for the Authority deemed necessary or required; and

RESOLVED: That the Chairman, Vice Chairman and Chief Executive Officer of the Authority (collectively, the "Authorized Officers"), with the advice and assistance of the Chief Financial Officer/Treasurer, General Counsel, Co-Financial Advisors and Co-Bond Counsel are hereby authorized directed to execute and deliver: (i) one or more supplements to the 1998 Revenue Bond Indenture (each a “Supplemental Indenture”); and (ii) to the extent necessary or required, an amendment or supplement to the CCA on behalf of the Authority; provided, however, that the final forms of such documents shall be subject to review by the Chief Executive Officer and General Counsel to the Authority prior to execution by the Authority; and

RESOLVED: That the Authorized Officers, with the advice and counsel of the Chief Financial Officer/Treasurer, General Counsel, Co-Financial Advisors and Co-Bond Counsel are each hereby authorized and directed to: (i) execute and deliver the Supplemental Indenture, any amendment or supplement to the CCA, any and all agreements, contracts, certificates, documents and instruments necessary or required to effect the Interest Rate Calculation Project and all other documents authorized in this Resolution including, but not limited to, a tax compliance or tax regulatory agreement, and such other agreements, documents, certificates and instruments as General Counsel, the Co- Financial Advisors, Co-Bond Counsel and the Authority's other professional shall advise are necessary or appropriate; and (ii) prepare and disseminate, on behalf of the Authority, any and all notices necessary or required to amend and supplement the 1998 Revenue Bond Indenture and/or the CCA (items (i) and (ii) are collectively referred to as the "Required Transaction Documents"); and

RESOLVED: That, to the extent that Chief Executive Officer or the Authorized Officers, as applicable, have approved any Required Transaction Documents, or any other contracts, agreement, documents, instruments, exhibits and certificates in connection with the Interest Rate Calculation Project described in this Resolution, if, following such approval, the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the documents with the Chief Executive Officer. If both the Chairman and the Vice Chairman are absent or unavailable and if it is necessary to execute any of such documents in their absence, then the Chief Executive Officer and the Chief Financial Officer/Treasurer shall execute such documents on behalf of the Authority; and

RESOLVED: That the Authority hereby authorizes and directs the payment of fees and expenses incurred by the Trustee, the Authority's Co-Financial Advisors, Co-Bond Counsel, and any special counsel or co-counsel or other professional advisors of the Authority engaged by the Authority in connection with the Interest Rate Calculation Project, and counsel to each of the Trustee, and Wells Fargo, and, in connection therewith, the Chief Financial Officer/Treasurer is hereby authorized to pay such fees and expenses on the basis of a fixed or earned fee specifically agreed to by the Authority and each such party, plus any reasonable costs and expenses in excess thereof approved by the Chief Financial Officer/Treasurer. The Chief Financial Officer/Treasurer shall prepare and submit a report to the Finance Committee indicating the amount of any such fees and expenses paid subsequent to the completion of the Interest Rate Calculation Project described herein; and

RESOLVED: That the Authority's 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 Authority, the matters set forth in this Resolution, all in accordance and consistent with this Resolution; and RESOLVED: That all actions heretofore taken by or on behalf of the Authority by the Chief Executive Officer, General Counsel, the Chief Financial Officer/Treasurer or their respective designees, or the Authority's professional advisors in connection with the Interest Rate Calculation Project are hereby ratified, confirmed, approved and adopted; and

RESOLVED: That all prior resolutions or parts thereof to the extent inconsistent with this Resolution are hereby rescinded and repealed; and SUMMARY: Amount: N/A Sources 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: N/A Other Parties Involved: TD Bank, National Association, as Trustee; Wells Fargo, National Bank; Co- Financial Advisors; Co-Bond Counsel SUMMARY STATEMENT

ITEM NO.: DRPA-18-052 SUBJECT: Cisco SMARTnet Maintenance Agreement

COMMITTEE: Finance

COMMITTEEMEETINGDATE: June6,2018

BOARDACTIONDATE: June20,2018

PROPOSAL: That the Board authorizes staff to negotiate a five (5) year contract with ePlus Technology, Inc. for an amount not to exceed $998,772.08 for the renewal of our Cisco SMARTnet maintenance agreement. This will be paid in five annual installments of $199,754.42. This purchase is provided with pricing under the Commonwealth of Pennsylvania COSTARS 3 Hardware Contract.

PURPOSE: To provide the Delaware River Port Authority with hardware and software maintenance for all of our network devices.

BACKGROUND: In order to increase performance and availability of our critical network devices it is necessary to enter into an agreement with ePlus Technology for Cisco SMARTnet services. This agreement provides the DRPA with comprehensive, consistent hardware and software services. It allows us to work with Cisco services engineers to deliver onsite hardware support and over-the-phone software support around the clock 365 days per year. With these services we improve our network uptime with responsive hardware and software services with a 24x7 availability. Other services include the following:

. Rapid problem resolution . 24-hour business continuity . Improved operational efficiency through a combination of expert technical assistance, online tools, and device coverage . Hardware replacement services . Software update services . Incident and problem management SUMMARY STATEMENT (2) Cisco SMARTnet Maintenance Agreement Finance 6/6/18 ______

Staff therefore recommends negotiating a contract with ePlus Technology, Inc. for an amount not to exceed $998,772.08 for the renewal of our Cisco SMARTnet maintenance agreement.

SUMMARY: Amount: $998,772.08 Source of Funds: Revenue Fund & General Fund Capital Project #: N/A Operating Budget: 2018 DRPA 610100 – Repairs & Maint. 2018 PATCO 610100 – Repairs & Maint. Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: June 30, 2018 through June 29, 2023 Other Parties Involved: N/A DRPA-18-052 Finance Committee: June 6, 2018 Board Date: June 20, 2018 Cisco SMARTnet Maintenance Agreement

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a five (5) year contract with ePlus Technology, Inc. for an amount not to exceed $998,772.08 for the renewal of our Cisco SMARTnet maintenance agreement. This will be paid in five (5) annual installments of $199,754.42. This purchase is provided with pricing under the Commonwealth of Pennsylvania COSTARS 3 Hardware Contract.

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: $998,772.08 Source of Funds: Revenue Fund & General Fund Capital Project #: N/A Operating Budget: 2016 DRPA 610100 – Repairs & Maint. 2016 PATCO 610100 – Repairs & Maint. Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: June 30, 2018 through June 29, 2023 Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: DRPA-18-053 SUBJECT: Broker/Consultant for Health & Welfare Program

COMMITTEE: Finance

COMMITTEEMEETINGDATE: June6,2018

BOARDACTIONDATE: June20,2018

PROPOSAL: That the Board authorizes staff to appoint a Broker/Consultant for the Authority’s Health & Welfare Program, and to negotiate an agreement with the Broker/Consultant.

PURPOSE: To appoint a Broker/Consultant for the Authority’s Health & Welfare Program, which would include insurance marketing, open enrollment support, claims management/adjudication, among other tasks.

The broker appointment will be validated upon the following: (1) the expiration of the New Jersey Governor’s Veto Period; (2) a fully executed Broker/Services Agreement between the Delaware River Port Authority and Arthur J. Gallagher & Co., d/b/a Gallagher Benefit Services, Inc.; and (3) receipt of the signed Broker of Record Letter.

BACKGROUND: The Authority has determined that it is imperative that contracts are awarded in a manner that is fair and transparent, both with respect to contracts subject to sealed bidding, as well as those contracts where an award to the lowest responsible bidder is not desirable, such as in the procurement of professional services where price is a factor, but is not always the only factor in determining the award of the contract. At the Board’s direction, and pursuant to Resolution DRPA-10-044, which establishes procedures requiring a uniform review process for professional services, a formal Request for Proposal was issued.

The Authority publicly advertised on February 12, 2018 its intent to retain a Broker/Consultant and invited interested firms to submit Technical and Cost Proposals. The RFP was advertised on DRPA’s website. It was also advertised from February 12 to March 9, 2018 on the Business Insurance website as an on-line digital advertisement, which included daily brief text ads. Responses were due on March 9, by 2 pm.

Each proposer was required to submit the following sealed and clearly marked envelopes to the Contract Administration Department: (1) Technical Proposal; (2) Cost Proposal; and (3) Political Contribution Disclosure Forms. Contract Administration staff delivered the sealed envelopes to the Acting Inspector General for dissemination. The SUMMARY STATEMENT Broker/Consultant for Health & Welfare Finance 6/6/2018 Program ______

Inspector General distributed copies of the Technical Proposals to the Review Team members. The sealed Cost Proposals and Political Contribution Disclosure Forms remained in the custody of the Acting Inspector General. The Authority’s Acting Inspector General reviewed the Political Contribution Disclosure Forms for compliance. No issues were noted.

The following four (4) firms submitted proposals:  Corporate Synergies Group and Global Advisory Services (Mt. Laurel, NJ) with Global Advisory Services (BalaCynwyd, PA)  Doyle Alliance Group (Woodbridge, NJ)  Arthur J. Gallagher & Co. d/b/a Gallagher Benefit Services, Inc. (Mt. Laurel, NJ)  Korn Ferry Hay Group (Reston, VA)

The review committee consisted of the following individuals: . Chief Administrative Officer . General Counsel . Director, Risk Management . Project Manager, Office of the Chief Administrative Officer

The staff evaluation team was interviewed and screened for conflicts by the Acting Inspector General. All members of the team were cleared to participate in the evaluation process.

On May 4, 2018, the review committee met to discuss and evaluate the proposals on the basis of technical merit. The Manager, Contracts Administration and a Contract Administrator were also present. Gallagher Benefit Services, Inc. was the top technically-ranked firm.

Gallagher’s proposed Service Team Leader has significant employee benefits brokerage and consulting experience. Gallagher’s primary team for day-to-day services will include, but is not limited to, 10 professionals. Overall, the team assembled by Gallagher Benefit Services, Inc. was found to possess the necessary experience and qualifications to administer successfully the Authority’s Health & Welfare Benefits Program. The Gallagher Benefit Services, Inc. team leader and account team also have extensive institutional knowledge of the DRPA and PATCO, having served as the broker for the past five (5) years. Through their tenure, Gallagher has successfully negotiated flat renewals with AmeriHealth of New Jersey and multi-year rate guarantees with Delta Dental and Vision Benefits of America. Gallagher SUMMARY STATEMENT Broker/Consultant for Health & Welfare Finance 6/6/2018 Program ______

recently transitioned DRPA’s coverage for Group Life, AD&D, LTD and STD from The Standard Insurance Company to Symetra, negotiating a three-year rate guarantee which will result in savings of $932,000 over a three (3) year period.

If staff’s recommendation is accepted, Gallagher Benefits Services, Inc. Cost proposal for three (3) years would be the same cost the Authority pays in its current contract with Gallagher, an annual fixed service fee of $135,000, paid in equal amounts quarterly ($33,750) in each of the three (3) years for a total of $405,000. Should the Authority exercise the option for two (2) additional (1) year options, unilaterally exercisable at DRPA’s sole discretion based on performance evaluation, the annual fixed service fee for years four and five would be $139,000 per year payable in equal amounts quarterly ($34,750 per quarter), for a possible total five-year Cost Proposal of $683,000.

Gallagher Benefit Services, Inc. does not accept contingent, supplemental or other forms of additional compensation from insurers and will not receive any additional compensation beyond the flat fixed service fee payable as outlined in their Cost Proposal.

The Legal Department will draft a new Broker/Consultant Agreement to become effective after the expiration of the New Jersey Governor’s Veto Period on or about July 2, 2018. In the contractual agreement, Gallagher Benefit Services, Inc. will be advised about the Authority’s prohibition against fee-sharing, fee-splitting or receipts of any funds or consideration not earned by any broker or agent on behalf of the DRPA. To ensure transparency of costs, the Authority will require the disclosure of all payments made by any or to any brokers as compensation for services provided under the terms of the Broker/Consultant contract. Gallagher Benefit Services, Inc. will be advised that the Authority shall have the right to request, review and audit all records and documentation of the broker for compliance.

Staff recommends that Arthur J. Gallagher & Co. d/b/a Gallagher Benefit Services, Inc. be reappointed as the Broker of Record. It is further recommended that a Broker/Consultant Agreement be negotiated with Arthur J. Gallagher & Co. d/b/a Gallagher Benefit Services, Inc. for the three (3) year fixed service fee for a not-to-exceed annual amount of $135,000, payable in quarterly installments of $33,750. The Agreement will include an option for two (2) additional (1) year options, unilaterally exercisable, at the DRPA’s sole discretion, based on staff’s overall satisfaction with Gallagher Benefit Services’ professional SUMMARY STATEMENT Broker/Consultant for Health & Welfare Finance 6/6/2018 Program ______

services, for a not-to-exceed annual amount of $139,000, payable in quarterly installments of $34,750.

SUMMARY: Amount: Total: Not-to-exceed $405,000 (three year term - NTE $135,000 per year paid quarterly in installments of $33,750) with an option for two (2) additional (1) year options, unilaterally exercisable at DRPA’s sole discretion NTE $139,000 on an annual basis, payable in quarterly installments of $34,750. Source of Funds: Revenue Fund and General Fund Capital Project #: N/A Operating Budget: DRPA Benefits Administration Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 3 years at $135,000 annually, with an option for two (2) additional (1) year terms at $139,000 per year paid in equal amounts quarterly ($34,750 per quarter), unilaterally exercisable by the DRPA at its sole discretion (based on performance evaluation) Other Parties Involved: Arthur J. Gallagher & Co. d/b/a Gallagher Benefit Services, Inc. and Delaware River Port Authority DRPA-18-053 Finance Committee: June 6, 2018 Board Date: June 20, 2018 Broker/Consultant for Health & Welfare Program

RESOLUTION

RESOLVED: That the Board authorizes staff to appoint a Broker/Consultant for DRPA’s Health & Welfare Program for a period of three (3) years for an annual fixed fee of $135,000 to be paid quarterly, with an option for two additional one-year terms unilaterally exercisable by the DRPA at its sole discretion (based on performance evaluation) for the annual fixed service fee of $139,000; and be it further

RESOLVED: That the annual fixed fee for the services to be rendered for the first three years shall be $135,000, payable in equal quarterly payments of $33,750 as set forth by the DRPA in the RFP; and be it further

RESOLVED: That the annual fee for the two additional one-year options shall be $139,000 each, payable in quarterly installments of $34,750; and be it further

RESOLVED: That assuming Gallagher is performing satisfactorily and consistent with the terms of the agreement, the Board authorizes staff to use its discretion as to whether the fourth and fifth year options shall be exercised, without returning to the Board for additional authorization. If the fourth and fifth year options are exercised, the fee for each of the additional one-year options shall not exceed $139,000, and shall continue to be paid in quarterly installments of $34,750; and be it further

RESOLVED: That the Board authorizes that the appointment shall be validated upon the following: (1) the expiration of the New Jersey Governor’s Veto Period; (2) a fully-executed Broker/Services Agreement between the Delaware River Port Authority and Arthur J. Gallagher & Co. d/b/a Gallagher Benefit Services, Inc.; and (3) receipt of the signed Broker of Record Letter.

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: Total: Not-to-exceed $405,000 (three year term - NTE $135,000 per year paid quarterly in installments of $33,750) with an option for two (2) additional (1) year options, unilaterally exercisable at DRPA’s sole discretion NTE $139,000 on an annual basis, payable in quarterly installments of $34,750. Source of Funds: Revenue Fund and General Fund Capital Project #: N/A Operating Budget: DRPA Benefits Administration Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 3 years at $135,000 annually, with an option for two (2) additional (1) year terms at $139,000 per year paid in equal amounts quarterly ($34,750 per quarter), unilaterally exercisable by the DRPA at its sole discretion (based on performance evaluation) Other Parties Involved: Arthur J. Gallagher & Co. d/b/a Gallagher Benefit Services, Inc. and Delaware River Port Authority SUMMARY STATEMENT

ITEM NO.: DRPA-18-054 SUBJECT: Broker/Consultant for Traditional Property & Casualty, including Pollution Legal Liability

COMMITTEE: Finance

COMMITTEEMEETINGDATE: June6,2018

BOARDACTIONDATE: June20,2018

PROPOSAL: That the Board authorizes staff to negotiate an Agreement with a Broker/Consultant for the Authority’s Traditional Property & Casualty Program, which includes a Pollution Legal Liability policy covering the Victor Lofts Buildings. The initial term of the Agreement shall be for a three (3) year term, with an option for two (2) additional (1) year options, unilaterally exercisable, at the DRPA’s sole discretion, based on staff’s overall satisfaction with the professional services. Assuming the broker is performing satisfactorily and consistent with the terms of the Agreement, staff may use its discretion to exercise the fourth and fifth one-year options for the broker services without returning to the Board for additional authorization.

PURPOSE: To appoint a Broker/Consultant for the Authority’s Traditional Property & Casualty Program, including Pollution Legal Liability, which would include insurance marketing and claims management, among other tasks. The broker appointment will be valid upon the following: (1) the expiration of the New Jersey Governor’s Veto Period; and (2) a fully-executed Broker/Services Agreement between the Delaware River Port Authority and Turner Surety & Insurance Brokerage Inc. (TSIB).

BACKGROUND: Since 2012, TSIB has served as the Administrator for the Authority’s Owner Controlled Insurance Program (OCIP). Although the OCIP insurance policies expired on December 31, 2014, the Board authorized several extensions of the OCIP Administrator Agreement in order for TSIB to perform limited OCIP administrative close-out services. The current Agreement will expire on December 31, 2018. During this six- year period, staff had the opportunity to work closely with the TSIB team members and has been pleased. SUMMARY STATEMENT Broker/Consultant for Finance 6/6/2018 Traditional Property & Casualty, including Pollution Legal Liability

DRPA-15-062 authorized staff to appoint and negotiate an Agreement with the Broker/Consultant, TSIB for the Authority’s Traditional Property & Casualty Program, including the Pollution Legal Liability Policy. The Agreement was for a period of two (2) years, (August 1, 2015 to July 31, 2017), with an option for a third year. DRPA exercised that option and entered into an extended Agreement. The Agreement included an annual fixed service fee of $141,000, payable in quarterly installments of $35,250 each. The agreement will expire on July 31, 2018.

The Broker/Consultant Agreement for the Traditional Property & Casualty program does not provide for any additional extensions. Therefore, staff drafted and issued a Request for Proposal for Broker/Consultant Services for the Traditional Property & Casualty, including a Pollution Legal Liability policy.

The RFP was advertised on DRPA’s website. It was also advertised from March 1 to March 22, 2018 in the March issue of Business Insurance, both the subscription hard-copy and the on-line digital copy, and including daily briefing text ads. Responses were due on Monday, April 2, 2018, by 2 pm.

Each proposer was required to submit the following sealed and clearly marked envelopes: (1) Technical Proposal and (2) Cost Proposal.

The following three (3) firms submitted proposals: Alliant Insurance Services, Inc. – Morristown, NJ Cook Maran, A Prime Risk Partner - *New York, NY TSIB (the incumbent) – Paramus, NJ * Best guess, proposal did not specify a location

The review committee consisted of following individuals:  Chief Administrative Officer  Chief Engineer  General Counsel  Director Risk Management  PATCO General Manager

The staff evaluation team was interviewed and screened for conflicts by the Acting Inspector General. All members of the team were cleared to participate in the evaluation process. SUMMARY STATEMENT Broker/Consultant for Traditional Finance 6/6/2018 Property & Casualty, including Pollution Legal Liability

On May 4, 2018, the Review Committee met to discuss and evaluate the proposals on the basis of technical merit and cost. Turner Surety and Insurance Brokerage, Inc. (TSIB) was the highest technically-ranked firm. Their cost proposal was the second lowest and TSIB committed to the same locked-in annual fee for the proposed five-year term.

TSIB’s proposal outlined their significant marketing achievements by negotiating 24-month policy terms with locked-in rates for the Non- Bridge Property, Commercial Automobile, Marine Program (3 policies) and the DRPA and PATCO Excess Workers’ Compensation policies. This translated into significant premium cost savings over the years.

Throughout TSIB’s tenure as our broker, members of the service team have demonstrated the understanding and expertise to manage all aspects of the broker/consulting duties and responsibilities, as outlined in the RFP-which include program development, management and renewal responsibilities.

TSIB represents on a direct basis, all but two (2) insurance carriers of the Traditional Property & Casualty program; (1) Affiliated FM (FM Global) and (2) National Fire & Marine Insurance Company. If approved, TSIB would continue to use AmWins, the largest wholesaler in the country to access both of these insurance carriers. TSIB’s selection of AmWins as the wholesaler is simply to ensure that TSIB would have sufficient influence with the carriers to ensure DRPA’s program receives the highest level of attention of a most preferred client.

AmWins will receive commissions from the insurance carriers, but will not pay any additional income to TSIB, including commission, or any contingent, supplemental or other forms of additional compensation. Affiliated FM and National Fire & Marine Insurance Company will continue the placement of the policies NET of any income including commission, or any contingent, supplemental or other forms of additional compensation to TSIB. SUMMARY STATEMENT Broker/Consultant for Traditional Finance 6/6/2018 Property & Casualty, including Pollution Legal Liability

TSIB does not accept contingent, supplemental or other forms of additional compensation from insurers and will not receive any additional compensation beyond the flat fixed service fee payable as outlined in their Cost Proposal.

If staff’s recommendation is accepted, TSIB’s Cost Proposal would result in a $19,380 increase (per year) over the current annual service fee ($141,000 vs. $160,380).

The Legal department will draft a new Broker/Consultant Agreement to become effective after the expiration of the New Jersey Governor’s Veto Period or on or about July 2, 2018. In the contractual agreement, TSIB will be advised about the Authority’s prohibition against fee-sharing, fee-splitting or receipts of any funds or consideration not earned by any broker or agent on behalf of the DRPA. To ensure transparency of costs, the Authority will require the disclosure of all payments made by or to any brokers as compensation for services provided under the terms of the Broker/Consultant contract. TSIB will be advised that the Authority shall have the right to request, review and audit all records and documentation of the broker for compliance.

Staff recommends that TSIB be reappointed as the Broker of Record. We recommend further that staff negotiate an Agreement with TSIB as the Authority’s Broker Consultant for the Traditional Property & Casualty, including Pollution Legal Liability policy.

It is recommended that a Broker/Consultant Agreement be negotiated with TSIB for the three-year fixed service fee for a not-to-exceed annual amount of $481,140, payable in quarterly installments of $40,095. The Agreement will include an option for two (2) additional (1) year options, unilaterally exercisable, at the DRPA’s sole discretion, based on staff’s overall satisfaction with TSIB’s professional services, without returning to the Board for additional authorization. SUMMARY STATEMENT Broker/Consultant for Traditional Finance 6/6/2018 Property & Casualty, including Pollution Legal Liability

SUMMARY: Amount: Total: Not to exceed $481,140 , (three year term), with an option for two (2) additional (1) year options, unilaterally exercisable at DRPA’s sole discretion; NTE $160,380 on an annual basis, payable with quarterly installments of $40,095 each Source of Funds: Revenue Fund and General Fund (PATCO portion) Capital Project #: N/A Operating Budget: DRPA Risk Mgt. Commitment #70000 PATCO Risk Mgt. Commitment #70000 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 3 years, with an option for two (2) additional (1) year terms unilaterally exercisable by the DRPA at its sole discretion, (based on performance evaluation) Other Parties Involved: Turner Surety & Insurance Brokerage Inc. (TSIB) and AmWins of Mid-Atlantic DRPA-18-054 Finance Committee: June 6, 2018 Board Date: June 20, 2018 Broker/Consultant for Traditional Property & Casualty, Including Pollution Legal Liability

RESOLUTION

RESOLVED: That the Board authorizes staff to reappoint Turner Surety & Insurance Brokerage (TSIB) as the Authority’s Broker/Consultant for the Traditional Property & Casualty Program, including the Pollution Legal Liability Policy; and be it further

RESOLVED: That the Board authorizes staff to negotiate an agreement with TSIB for a period of three (3) years, with an option for two (2) additional (1) year terms, unilaterally exercisable by the DRPA at its sole discretion; (based on performance evaluation) for the 3-year fixed service fee not to exceed $481,140, at the annual fixed service fee of $160,380 payable on a quarterly basis at $40,095 each; and be it further

RESOLVED: That, assuming TSIB is performing satisfactorily and consistent with the terms of the Agreement, the Board authorizes staff to use its discretion as to whether the fourth year option shall be exercised, without returning to the Board for additional authorization. If the fourth year option is exercised, the fee for the additional one-year option shall not exceed $160,380, and shall continue to be payable on a quarterly basis at $40,095 each. The terms and conditions of the Agreement shall remain the same during the fourth-year option; and be it further

RESOLVED: That, assuming TSIB is performing satisfactorily and consistent with the terms of the Agreement, the Board authorizes staff to use its discretion as to whether the fifth year option shall be exercised, without returning to the Board for additional authorization. If the fifth year option is exercised, the fee for the additional one-year option shall not exceed $160,380, and shall continue to be payable on a quarterly basis at $40,095 each. The terms and conditions of the Agreement shall remain the same during the fifth-year option; and be it further

RESOLVED: That the Board of Commissioners authorizes AmWins of Mid-Atlantic, 1127 South Patrick Drive, Suite 16, Satellite Beach, FL 32937 as the Wholesale Broker for TSIB in the placement of the (1) Affiliated FM (FM Global) and (2) National Fire & Marine Insurance Company policies. AM Wins will receive commission from Affiliated FM Global, but will not pay TSIB any additional income, including commission, or any contingent, supplemental or other forms of additional compensation; and be it further

RESOLVED: That the Board authorizes that TSIB’s appointment shall be validated upon the following: (1) the expiration of the New Jersey Governor’s Veto Period; and (2) a fully executed Broker/Services Agreement between the Delaware River Port Authority and Turner Surety & Insurance Brokerage, Inc. (TSIB).

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: Total: Not to exceed $481,140 , (three year term), with an option for two (2) additional (1) year options, unilaterally exercisable at DRPA’s sole discretion; NTE $160,380 on an annual basis, payable with quarterly installments of $40,095 each Source of Funds: Revenue Fund and General Fund (PATCO portion) Capital Project #: N/A Operating Budget: DRPA Risk Mgt. Commitment #70000 PATCO Risk Mgt. Commitment #70000 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 3 years, with an option for two (2) additional (1) year terms unilaterally exercisable by the DRPA at its sole discretion, (based on performance evaluation) Other Parties Involved: Turner Surety & Insurance Brokerage, Inc. (TSIB) and AmWins Mid-Atlantic SUMMARY STATEMENT

ITEM NO.: DRPA-18-055 SUBJECT: Broker/Consultant for the Bridge Property Damage and Loss of Toll Revenue Program and the Claims-Made Excess Liability Policy

COMMITTEE: Finance

COMMITTEEMEETINGDATE: June6,2018

BOARDACTIONDATE: June20,2018

PROPOSAL: That the Board authorizes staff to negotiate an Agreement with a Broker/Consultant for the Authority’s Bridge Property Damage and Loss of Toll Revenue Program and the Claims-made Excess Liability Policy. The initial term of the Agreement shall be for a three (3) year term, with an option for two (2) additional (1) year options, unilaterally exercisable at the DRPA’s sole discretion, based on staff’s overall satisfaction with the professional services. Assuming the broker is performing satisfactorily and consistent with the terms of the Agreement, staff may use its discretion to exercise the fourth and fifth one-year options for the broker services without returning to the Board for additional authorization.

PURPOSE: To appoint a Broker/Consultant for the Authority’s Bridge Property Damage and Loss of Toll Revenue Program and the Claims-made Excess Liability policy, which would include insurance marketing and claims management, among other tasks. The broker appointment will be valid upon the following: (1) the expiration of the New Jersey Governor’s Veto Period; and (2) a fully-executed Broker/Services Agreement between the Delaware River Port Authority and Turner Surety & Insurance Brokerage Inc. (TSIB).

BACKGROUND: DRPA-15-089 authorized staff to appoint and negotiate an Agreement with the Broker/Consultant, TSIB, for the Authority’s Bridge Property Damage and Loss of Toll Revenue Program and the Claims-made Excess Liability policy. The Agreement was for a period of two (2) years, (September 8, 2015 to September 7, 2017), with an option for a third year. DRPA exercised that option and entered into an extended Agreement. The Agreement included an annual fixed service fee of $107,000, payable in quarterly installments of $26,750 each. The agreement will expire on September 9, 2018. SUMMARY STATEMENT Broker/Consultant for the Bridge Finance 6/6/2018 Property Damage and Loss of Toll Revenue Program and the Claims-made Excess Liability Policy ______

The Agreement does not provide for any further extensions. Therefore, staff drafted and issued a Request for Proposal for Broker/Consultant Services for the Bridge Property Damage and Loss of Toll Revenue Program and the Claims-made Excess Liability policy.

The RFP was advertised on DRPA’s website. It was also advertised from March 1 to March 22, 2018 in the March issue of Business Insurance, both the subscription hard-copy and the on-line digital copy, and including daily briefing text ads. Responses were due on Monday, April 2, 2018, by 2 pm.

Each proposer was required to submit the following sealed and clearly marked envelopes: (1) Technical Proposal and (2) Cost Proposal.

The following three (3) firms submitted proposals: Alliant Insurance Services, Inc. – Morristown, NJ Cook Maran, A Prime Risk Partner - *New York, NY TSIB (the incumbent) – Paramus, NJ *Best guess, proposal did not specify a location

The review committee consisted of following individuals:  Chief Administrative Officer  Chief Engineer  General Counsel  Director, Risk Management  PATCO General Manager

The staff evaluation team was interviewed and screened for conflicts by the Acting Inspector General. All members of the team were cleared to participate in the evaluation process. SUMMARY STATEMENT Broker/Consultant for Bridge Property Finance 6/6/2018 Loss of Toll Revenue Program and the Claims-made Excess Liability Policy

On May 4, 2018, the Review Committee met to discuss and evaluate the proposals on the basis of technical merit and cost. Turner Surety and Insurance Brokerage, Inc. (TSIB) was the highest technically-ranked firm. Their cost proposal was the second lowest and TSIB committed to the same locked-in annual fee for the proposed five-year term.

TSIB’s proposal outlined their marketing achievements on the Bridge Physical Damage policies that secured a two-year rate guarantee. The cost savings permitted the Authority to purchase additional $100 million limits for the 2016-2017 and 2017-2018 policy terms. During TSIB’s tenure we have reduced the number of Bridge Property Damage policies from five to three, thereby easing the program administration.

Throughout TSIB’s tenure as our broker, members of the service team has demonstrated the understanding and expertise needed to manage all aspects of the broker/consultant duties and responsibilities, as outlined in the RFP – which include program development, management, and renewal responsibilities.

In addition under Task B, Program Management, the RFP provides that the “Broker/Consultant shall always be available to address in a timely and reasonable manner, any coverage, risk management or other insurance-related questions posed by Authority personnel, on issues including but not limited to the Bridge Property and Excess Liability insurance program. In short, it is expected that the Broker/Consultant shall serve as a full-service Insurance Consultant to the Authority.” For two months, beginning December 2017, the Director, of Risk Management was on a leave of absence. During that time, TSIB stepped in to provide risk management assistance to the Chief Administrative Officer. TSIB’s services included interfacing directly with the Director of Procurement to facilitate all insurance matters from the Engineering, Legal, Contract Administration and the Purchasing departments. TSIB’s team response demonstrated its commitment to providing full- service consulting and risk management needs of the Authority.

TSIB does not accept contingent, supplemental or other forms of additional compensation from insurers and will not receive any additional compensation beyond the flat fixed service fee payable as outlined in their Cost Proposal. SUMMARY STATEMENT Broker/Consultant for Bridge Property Finance 6/6/2018 Damage and Loss of Toll Revenue Program and the Claims-made Excess Liability Policy

If staff’s recommendation is accepted, TSIB’s Cost Proposal would result in a $13,625 increase (per year) over the current annual service fee ($107,000 vs. $120,625).

The Legal department will draft a new Broker/Consultant Agreement to become effective after the expiration of the New Jersey Governor’s Veto Period or on or about July 2, 2018. In the contractual agreement, TSIB will be advised about the Authority’s prohibition against fee-sharing, fee-splitting or receipts of any funds or consideration not earned by any broker or agent on behalf of the DRPA. To ensure transparency of costs, the Authority will require the disclosure of all payments made by or to any brokers as compensation for services provided under the terms of the Broker/Consultant contract. TSIB will be advised that the Authority shall have the right to request, review and audit all records and documentation of the broker for compliance.

Staff recommends that TSIB be reappointed as the Broker of Record. We further recommend that staff negotiate an Agreement with TSIB as the Authority’s Broker Consultant for the Bridge Property Damage and Loss of Toll Revenue Program and the Claims-made Excess Liability policy.

It is recommended that a Broker/Consultant Agreement be negotiated with TSIB for the three-year fixed service fee for a not-to-exceed annual amount of $120,625, payable in quarterly installments of $30,156.25. The Agreement will include an option for two (2) additional (1) year options, unilaterally exercisable, at the DRPA’s sole discretion, based on staff’s overall satisfaction with TSIB’s professional services, without returning to the Board for additional authorization. SUMMARY STATEMENT Broker/Consultant for Bridge Property Finance 6/6/2018 Damage and Loss of Toll Revenue Program and the Claims-made Excess Liability Policy

SUMMARY: Amount Not to exceed $361,875 , (three year term), with an option for two (2) additional (1) year options, unilaterally exercisable at DRPA’s sole discretion; NTE $120,625 on an annual basis, payable with quarterly installments of Source of Funds: Revenue Fund and General Fund (PATCO portion) Capital Project #: N/A Operating Budget: DRPA Risk Mgt. Commitment #70000 PATCO Risk Mgt. Commitment #70000 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 3 years, with an option for two (2) additional (1) year terms unilaterally exercisable by the DRPA at its sole discretion, (based on performance evaluation) Other Parties Involved: Turner Surety & Insurance Brokerage Inc. (TSIB) DRPA-18-055 Finance Committee: June 6, 2018 Board Date: June 20, 2018 Broker/Consultant for Bridge Property Damage and Loss of Revenue Program and the Claims-made Excess Liability Policy

RESOLUTION

RESOLVED: That the Board authorizes staff to reappoint Turner Surety & Insurance Brokerage (TSIB) as the Authority’s Broker/Consultant for the Bridge Property Damage and Loss of Toll Revenue Program and the Claims- made Excess Liability Policy; and be it further

RESOLVED: That the Board authorizes staff to negotiate an agreement with TSIB for a period of three (3) years, with an option for two (2) additional (1) year terms, unilaterally exercisable by the DRPA at its sole discretion; (based on performance evaluation) for the 3-year fixed service fee not to exceed $361,875, at the annual fixed service fee of $120,625; payable on a quarterly basis of $30,156.25 each; and be it further

RESOLVED: That, assuming TSIB is performing satisfactorily and consistent with the terms of the Agreement, the Board authorizes staff to use its discretion as to whether the fourth year option shall be exercised, without returning to the Board for additional authorization. If the fourth year option is exercised, the fee for the additional one-year option shall not exceed $120,625, and shall continue to be payable on a quarterly basis at $30,156.25 each. The terms and conditions of the Agreement shall remain the same during the fourth-year option; and be it further

RESOLVED: That, assuming TSIB is performing satisfactorily and consistent with the terms of the Agreement, the Board authorizes staff to use its discretion as to whether the fifth year option shall be exercised, without returning to the Board for additional authorization. If the fifth year option is exercised, the fee for the additional one-year option shall not exceed $120,625, and shall continue to be payable on a quarterly basis at $30,156.25 each. The terms and conditions of the Agreement shall remain the same during the fifth-year option; and be it further RESOLVED: That the Board authorizes that TSIB’s appointment shall be validated upon the following: (1) the expiration of the New Jersey Governor’s Veto Period; and (2) a fully executed Broker/Services Agreement between the Delaware River Port Authority and Turner Surety & Insurance Brokerage, Inc. (TSIB).

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 Not to exceed $361,875 , (three year term), with an option for two (2) additional (1) year options, unilaterally exercisable at DRPA’s sole discretion; NTE $120,625 on an annual basis, payable with quarterly installments of Source of Funds: Revenue Fund and General Fund (PATCO portion) Capital Project #: N/A Operating Budget: DRPA Risk Mgt. Commitment #70000 PATCO Risk Mgt. Commitment #70000 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 3 years, with an option for two (2) additional (1) year terms unilaterally exercisable by the DRPA at its sole discretion, (based on performance evaluation) Other Parties Involved: Turner Surety & Insurance Brokerage Inc. (TSIB) SUMMARY STATEMENT

ITEMNO.: DRPA-18-056 SUBJECT:GatewayParkProperties Transfer Agreement

COMMITTEE: Finance

COMMITTEEMEETINGDATE: June6,2018

BOARDACTIONDATE: June20,2018

PROPOSAL: That the Board authorize staff to execute an Agreement to sell the two parcels remaining at the Gateway Park Properties to the Camden County Municipal Authority (“CCMUA”) for the sum of $20,000.00. These two parcels were not included in the Transfer Agreement referenced in DRPA-14-136.

Other Party: Camden County Municipal Authority 1645 Ferry Avenue Camden, NJ 08104

PURPOSE: To complete the development of Gateway Park it is necessary to transfer to the CCMUA two parcels of property known by the DRPA as S42 and S43 located at the eastern most boundary of Gateway Park along Admiral Wilson Boulevard in Pennsauken. These two parcels are legally designated by the Township of Pennsauken as Block 6714, Lots 3, 4, 5, 6, 7, 8, 8.01 and 9.

BACKGROUND: Pursuant to the October 16, 2014 Board Resolution DRPA-14-136 (Exhibit A), the DRPA has entered contracts to convey 16 parcels of land on Admiral Wilson Boulevard to the CCMUA for development as Gateway Park (Exhibit B). The two parcels referenced herein had not been included in the original Transfer Agreement and remain to be conveyed. Since 2014 the DRPA has overseen and paid for the environmental assessment and remediation of these 16 sites as well as the two not yet conveyed. Market value for these two parcels has been set at $20,000.00 by an Appraisal by T.W. Sheehan & Associates, LLC dated January 9, 2018 and corroborated by an Appraisal Review by Jerome V. McHale, MAI on April 11, 2018. SUMMARY STATEMENT Gateway Park Properties Finance – 6/6/2018 Transfer Agreement

The development of Gateway Park is pursuant to an Intergovernmental Agency Agreement (the “IGA”), dated December 28, 2001, among DRPA, County of Camden, and other governmental agencies, and in a Redevelopment Agreement (Parts I and II) (the “Redevelopment Agreements”), dated January 25, 2008, between Camden Redevelopment Authority (“CRA”) and DRPA.

The transfer of the properties has been contingent upon DRPA’s compliance with all of the requirements of the New Jersey Site Remediation Reform Act of 2009 (“the Act”). Pursuant to the Act, the DRPA retained Brinkerhoff Environmental Services, Inc., a Licensed Site Remediation Professional (LSRP), to issue a response action outcome (“RAO”) signifying that the sites have been remediated sufficiently and that they are in compliance with all applicable statues, rules, and regulations concerning the environment. Upon transfer of these properties to the CCMUA, the responsibility for environmental remediation shifts to the CCMUA pursuant to Paragraph 5(a) of the Agreement between DRPA and CCMUA entered into in November of 2015.

The Gateway Park site development has been divided into two phases for remediation and conveyance to the CCMUA. Ten parcels of Phase I properties will have been conveyed by June 30, 2018. The remaining eight parcels of Phase II properties, subject to certain engineering restrictions, will have been conveyed by September 1, 2018. As part of the prior Agreement, the CCMUA has taken title to each of the 16 parcels immediately upon the issuance of applicable RAO’s for each individual parcel. Upon conveyance of the two parcels (S42 and S43) referenced herein, the transfer of all Gateway Park parcels will be complete. Subsequent to each transfer, pursuant to contract the CCMUA has become responsible for the maintenance, operation and safety of Gateway Park property. The Park is currently open to the public. A public “ribbon cutting” ceremony is planned for early September 2018. SUMMARY: Amount: $20,000.00 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: N/A Other Parties Involved: Camden County Municipal Utility Authority DRPA-18-056 Finance Committee Date: June 6, 2018 Board Date: June 20, 2018 Gateway Park Properties Transfer Agreement

RESOLUTION

RESOLVED: That the Board authorizes staff to effectuate the sale of two parcels of land (S42 and S43) to the CCMUA for the sum of $20,000.00. These parcels are located at the eastern boundary of Gateway Park designated by the Township of Pennsauken as Block 6714, Lots 3, 4, 5, 6, 7, 8, 8.01 and 9 to the CCMUA for the sum of $20,000.00.

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: $20,000.00 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: N/A Other Parties Involved: Camden County Municipal Utility Authority

EXHIBIT ‘A’ SUMMARY STATEMENT

ITEM NO.: DRPA-14-136 SUBJECT: Gateway Park Properties Transfer Agreement

COMMITTEE: NewBusiness

COMMITTEEMEETINGDATE: N/A

BOARD ACTION DATE: October 16, 2014

PROPOSAL: That the Board authorizes staff to execute an Agreement to transfer the Gateway Park Properties (“Transfer Agreement”) to the Camden County Municipal Authority (“CCMUA”).

Other Party: Camden County Municipal Authority 1645 Ferry Avenue Camden, NJ 08104

PURPOSE: To transfer certain properties along Admiral Wilson Boulevard within the City of Camden and Township of Pennsauken, designated as the “Gateway Park Properties” to the CCMUA for use as a public park.

BACKGROUND: As part of an Intergovernmental Agency Agreement (the “IGA”), dated December 28, 2001, among DRPA, County of Camden, and other governmental agencies, and in a Redevelopment Agreement (Parts I and II) (the “Redevelopment Agreements”) , dated as of January 25, 2008, between Camden Redevelopment Authority (“CRA”) and DRPA, DRPA contracted to remediate the AWB properties, and upon meeting the requirements for transfer of the property from the New Jersey Department of Environmental Protection (“NJDEP”) (which includes covenants not to sue), to convey the AWB properties to the County of Camden for development by the County of Camden of a public park to be called the “Gateway Park”. DRPA and the County of Camden have agreed that DRPA will convey the Gateway Park properties to the Camden CCMUA herein under the same terms and conditions that it promised to the County of Camden in the IGA and Redevelopment Agreements, in consideration of the agreement of CCMUA herein to operate and maintain the properties as the proposed Gateway Park in the place and stead of the County of Camden. SUMMARY STATEMENT -2- Gateway Park Properties Finance 10/01/14 Transfer Agreement ______

Pursuant to the Transfer Agreement, the transfer of the properties is contingent upon the DRPA meeting all requirements of the New Jersey Site Remediation Reform Act of 2009 (“the Act”). Pursuant to the Act, the DRPA is required to retain a Licensed Site Remediation Professional (LSRP) that will issue a response action outcome (“RAO”). The RAO is a new regulatory document created by the Act, that is designed to signify that a site has been remediated sufficiently and that it is in compliance with all applicable statues, rules, and regulations concerning the environment. As part of the Agreement, the CCMUA is agreeing to take position of the properties immediately and that the DRPA will provide the RAOs for the properties as soon as they are completed. The DRPA has retained an LSRP and once the work is completed will provide the documentation to the CCMUA.

Also pursuant to the Act, the NJDEP has three years to review the contents of the LSRP’s findings and determine whether the remedial action is protective of public health and safety. If it determines that it is not sufficiently protective, the RAO will be invalidated. As part of the Transfer Agreement the DRPA agrees to, and acknowledges, its continuing liability for the work of its LSRP for the three year period mandate by New Jersey statute.

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: N/A Other Parties Involved: Camden County Municipal Utility Authority DRPA-14-136 New Business: October 16, 2014 Board Date: October 16, 2014 Gateway Park Properties Transfer Agreement

RESOLUTION

RESOLVED: That the Board authorizes staff to execute a Property Transfer Agreement for the transfer of the Gateway Park Properties with the CCMUA.

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: 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: N/A Other Parties Involved: Camden County Municipal Utility Authority

EXHIBIT ‘B’

AGREEMENT BETWEEN DRPA AND CCMUA

WHEREAS, Delaware River Port Authority ("DRPA") has entered into previous agreements which in part committed DRPA to acquire title to premises designated as the

"Admiral Wilscin Blvd. Properties" ("AWB"), within the City of Camden and Township of

Pennsauken; and

WHEREAS, in an Intergovernmental Agency Agreement ( "IGA"), dated December 28,

2001, among DRPA, County of Camden, and Camden Redevelopment Authority ("CRA") , and in a Redivelopment Agreement (Parts I and II) ("Redevelopment Agreements") , dated as of

January 25, 2008, between CRA and DRPA, DRPA contracted at its expense to remediate the

AWB properties, and upon receipt of "No Further Action" letters from the New Jersey

Department of Environmental Protection ("NJDEP") (which NFAs include NJDEP's covenants not to sue), to convey the AWB properties to County of Camden for development by County of

Camden of a public park to be called the "Gateway Park"; and

' WHEREAS, the Site Remediation Reform Act ("SRRA") enacted May 7, 2009, N.J.S.A.

58:10C-1, et. seq., established and implemented a Licensed Site Remediation Professional

("LSRP") Program pursuant to which LSRPs, rather than NJDEP, determine the adequacy and result of environmental investigations and cleanups, pursuant to which LSRPs issue the final sign-off documents, known as Response Action Outcomes ("RAO"). (NJDEP no longer issues No

Further Action Letters); and

WHEREAS, DRPA and County of Camden have agreed that DRPA will convey and CCMUA shall accept the conveyance of the AWB properties to Camden County Municipal Utilities Authority ("CCMUA") herein under the same terms and conditions that it previously promised to County of Camden in the IGA and Redevelopment Agreements, as updated by the Site

Remediation Reform Act, in exchange for the agreement of CCMUA herein to'operate and maintain the AWB properties as the proposed Gateway Park in the place and stead of County of Camden;

NOW, THEREFORE, IT IS HEREBY AGREED by and between CCMUA and DRPA, effective upon the full execution of this Agreement between them that:

(I). SUBJECT PROPERTY FOR GATEWAY PARK.

(A). The following parcels comprise the "Subject Property" to this

Agreement for the Gateway Park, along the Admiral Wilson Boulevard, in the

City of Camden and Township of Pennsauken:

Camden:

Block 1216, Lot 2 (Parcel 516) Block 1217, Lot 2 (Parcel S17) Block 1217, Lot 4 (Parcel S18) Block 1217, Lot 14 (Parcel S19) Block 1237, Lot 58 (Parcel S26) Block 1237, Lot 8 (Parcel S27) Block 1237, Lot 7 (Parcel 528) Block 1237, Lot 17 (Parcel S29) Block 1249, Lot 126 (Parcel 530) Block 1249, Lot 16 (Parcel S31) Block 1249, Lot 125 (Parcel S32)

Pennsauken:

Block 6701, Lot 1 (Parcel S33) Block 6701, Lot 2 (Parcel 534) Block 6702, Lots 1 and 2 (Parcel 536) Block 6714, Lot 1 (Parcel S38) Block 6714, Lot 2 (Parcel S39)

2 (B). DRPA will convey to CCMUA the Subject Property to CCMUA at no charge. CCMUA will accept the Subject Property and take title to it in "as is where is" condition and will develop, operate and maintain it for the sole use as a public park known as the Gateway Park.

(II). ENVIRONM EWA! Ill:MEDIATION COVENANTS

Each parcel of the Subject Property will be conveyed to CCMUA within a reasonable time after receipt of a soil RAO, which RAO shall comply with the following

(A). For each and every parcel of the Subject Property, DRPA shall, at its own cost and expense, procure from an LSRP a soil RAO explicitly stating without any reservation as to each parcel of the Subject Property that there are no violations of any applicable soil -related environmental statute, rule, regulation, ordinance or common law. In addition, the LSRP shall provide that each parcel of the Subject Property is free and clear of any and all soil-related environmental contaminants that can then, or could later, prevent CCMUA from utilizing each parcel of the Subject Property, in whole or in part for use as a public park. The Parties agree that the assembling of individual parcels for users an integrated park is the sole responsibility of CCMUA. Each RAO shall be and remain in full effect pursuant to N.J.S.A. 58:10c-25.

(B). Upon request of CCMUA, DRPA shall promptly provide copies of any and all relevant documents and communications, including emalls, etc., relating to the Subject Property and shall direct its LSRP to do the same. DRPA shall waive any client privilege that it may have with its LSRP with regard to the Subject Property with CCMUA. DRPA will in addition, upon request of CCMUA, provide copies of all

3 communications relating to the Subject Property between or among DRPA,

NJDEP, USEPA, County of Camden, Camden Redevelopment Authority, City of

Camden, and the LSRP, inspectors, remediatlon consultants and vendors_

(C). Concomitant with the necessary work of the LSRP to obtain the required soil RAOs, DRPA shall work towards obtaining groundwater RAOs and, in connection therewith, shall perform and any all remediation to the Property necessary to obtain such RAO. Transfer of those parcels with soil RAOs will.not be delayed pending the receipt of groundwater RAOs, but the requirements set forth in Section A above shall apply to obtaining groundwater RAOs. DRPA shall remain responsible for expenditures made directly related to the continued presence of groundwater contamination as provided by New Jersey law, and shall indemnify CCMUA from all liability arising in connection with any groundwater contamination predating the transfer of any Parcel.

(D). In advance of closing and at any time prior to the receipt of a groundwater RAO, CCM UA shall have the right to hire at its own expense its own

LSRP to inspect any parcel of the Subject Property and review the reports of the LSRP retained by DRPA, including copies of all documents referred to in sections A and C above.

(E). DRPA has engaged the services of an LSRP to prepare and submit to

CCMUA RAOs for each parcel of the Subject Property as set forth in this Section..

(F) The provisions of Section (C) shall survive settlement and not merge with the conveyance of any deed.

4 (I II). CONVEYANCE OF TITLE. DRPA will convey fee simple title of each parcel to

CCMUA by deed with covenants against grantor's acts, which parcel shall be in "as is where is" condition._ Each parcel must be insurable by a New Jersey title Insurance agency retained by

CCMUA at its expense at regular and market rates. The Parties shall equally split the title company charges for disbursements and attendance allowed by the Commissioner of Insurance.

If CCMUA is unable to obtain title insurance to any parcel at regular and market rates, then at the sole discretion of CCMUA, this agreement shall be null and void.

(IV). RISK OF LOSS. Except as to losses incurred which are governed by the Entry

Permit granted by this Agreement, any and all risk of loss to or from any parcel prior to the conveyance of title to CCMUA, shall be and remain the responsibility of DRPA_ Thereafter, any and all risk of loss to or from any parcel shall be the responsibility of CCMUA.

(V). PAYMENT FOR REMEDIATION, DAMAGES,_ COSTS, FEES, ETC., AND OBTAINING

OF NEW LSRP and RAO IF NJDEP REOPENS, REVOKES, RESCINDS, MODIFIES, OR CHANGES THE

RAO OF DRPA'S LSRP.

(A). If NJDEP should reopen, or revoke, rescind, change, and/or modify the

RAO, within three (3) years after the issuance of an RAO by DRPA's LSRP for any parcel

in the Subject Property, DRPA shall be fully responsible to CCMUA to do each and every

action required by NJDEP , to rem ediate and bring the parcel into full compliance with

the requirements imposed by NJDEP, and further obtain a new RAO from an LSRP at no

cost or expense to CCMUA, except to the extent the cause of such non-compliance

occurred by virtue of CCMUA's use relative to the Entry Permit or after CCMUA takes title

to the parcel. DRPA agrees to indemnify, hold harmless, defend, and pay or repay

5 CCMUA, and its contractors, consultants, agents, employees, co-hosts, participants, invitees, licensees and representatives, successors and assigns (the "CCMUA

Indemnified Parties"), for any and all fines, assessments, penalties, costs of remediation, losses, attorney's fees, expert fees and costs of suit that any CCMUA indemnified Party incurs as a result of, or arising out of, the foregoing occurrences except to the extent such non-compliance occurred by virtue of CCMUA's use relative to the Entry Permit or after CCMUA takes title to the parcel.

(B). DRPA shall require its LSRP to procure and maintain Environmental

Professional Liability and Pollution Legal Liability Insurance naming CCMUA as an

additional insured for a period of three (3) years from the date of issuance of an RAO

(soil or groundwater) by DRPA's LSRP for each parcel of the Subject Property for all

LSRP-created causes of non-compliance.

(C). DRPA and CCMUA agree that the contents of this section shall

survive settlement, and not merge with the deed.

(VI) ENTRY PERMIT. CCMUA, individually and on behalf of its contractors, consultants, agents, employees, co-hosts, participants, invitees, licensees and representatives (for purposes of this Section), including but not limited to New Jersey

Conservation Foundation, ("Grantee") is granted an Entry Permit onto any parcel of the

Subject Properties for the purpose of conducting non-soil intrusive investigations, surveys, preliminary designs and vegetative maintenance, effective upon the execution of this Agreement and through the date of deed transfer for any such parcel, subject to the provisions of Section 1X, as applicable, under the following conditions:

6 a. Grantee shall consult with and gain approval of proposed activities by the DRPA operations personnel prior to conducting activities on the Subject Property, which approval will not be unreasonably withheld, five (5) business days prior to commencement of the activities. b. Whenever DRPA, in its sole discretion, determines that a portion or all of the DRPA property is required for its temporary and/or emergency purposes, DRPA will notify CCMUA and CCMUA agrees that it will immediately suspend the activities until it is notified by DRPA that it may resume.Actions by DRPA described in this paragraph will not entitle CCMUA to any compensation or damages of any nature whatsoever as a result of the use by DRPA of the Subject Property prior to closing.

c. For the purposes of this Entry Permit, the Subject Property is offered in "as is" and "where is" condition. CCMUA is solely responsible and assumes all risk for the safety and security of persons and property that enter onto the Subject Property pursuant to this Permit and Owner shall not have any responsibility or liability in this regard, including but not limited to that associated with theft, vandalism, property condition, damage, destruction, property damage or bodily injury. CCMUA shall at all times exercise precaution for the protection of persons and property. The safety provisions of applicable laws, rules and regulations and codes, as well as DRPA's current Safety Administrative Manual shall be observed, consistent with applicable Federal, State and local laws and regulations and shall govern the operation of all activities, including operation of machinery and equipment and the protection against any hazards of whatsoever kind or nature in CCMUA's performance of services under this Agreement. CCMUA, at its sole cost and expense, shall immediately remove any and all debris and trash resulting from the use of the Lands by CCMUA, and shall undertake all repairs required to be made to the property as a result of damage caused by CCMUA. d. DRPA and its representatives shall have access to the site for inspections or any other purpose it deems necessary. If any operation, practice or condition during the course of the activities is deemed by DRPA to be unsafe, CCMUA, upon notice, shall take corrective action. Where any operation, practice or condition endangers persons or property, it shall be discontinued and adequate remedial action taken before such activity is resumed. e. Grantee shall notify the DRPA of all known accidents and occurrences as soon as possible but no later than 24 hours following an accident or occurrence. Specifically, accidents will be reported as follows: Call 911 and notify DRPA Police at 856-968-3301; notify DRPA Safety at 609-254-4737 or 609-929-2130. f. CCMUA agrees to defend, indemnify and protect and hold harmless DRPA, its officers, commissioners, directors, members, agents, servants and employees (in this paragraph collectively referred to as "DRPA") from and against any and all suits, claims, liabilities, losses, judgments, demands and damages arising from claims by third parties, of whatsoever kind or nature, including, but not limited to, reasonable expenditures for and costs of investigations, hiring of expert witnesses, court costs, counsel fees, settlements, judgments or other expenses recoverable under applicable law, which may be suffered by or accrue against, be charged to or recoverable from DRPA, regardless of whether a suit has been filed or initiated but only upon receipt of a written notice alleging a wrongful act (collectively "Claims") to the extent arising from the negligent performance of the activities. This includes but is not limited to Claims caused in part by DRPA or which are based on strict liability. However, CCMUA shall not be required to defend or indemnify DRPA for that portion of any claim, suit, action, damage or cost which is caused by the intentional, reckless or negligent act or omission of DRPA.

In any and all Claims against DRPA alleging its own independent fault by any employees of CCMUA, anyone directly or indirectly employed by the CCMUA or anyone for whose acts CCMUA may be liable, CCMUA explicitly and unequivocally agrees to indemnify DRPA and the indemnification obligation under this Agreement shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for CCMUA under workers' compensation acts, disability benefit acts, or other employee benefits acts or any other legal or contractual provisions. However, CCMUA shall not be required to defend or indemnify DRPA for that portion of any claim, suit, action, damage or cost which is caused by the intentional, reckless or negligent act or omission of DRPA.

The defense and Indemnification obligations shall arise the moment a Claim is brought against DRPA or the moment DRPA receives notice of the Claim, upon timely written notice and receipt by CCMUA. The obligations of CCMUA shall survive the termination of this Agreement or the completion by CCMUA of its obligations under this Agreement

g. CCMUA Is required to maintain insurance covering applicable risks of loss in accordance with the Insurance Requirements, attached hereto as Exhibit "A". h. DRPA shall execute an Entry Permit containing similar terms as set forth in this Entry Permit, in connection with its activities relating to obtaining groundwater RAOs , following transfer of title to CCMUA.

(VII). DEFINITIONS. "CCMUA" as referred to herein shall mean and refer to CCMUA, its officers, commissioners, employees, agents, representatives, successors, and assigns.

(VIII). NON-ASSIGNABILITY. The Agreement may not be assigned by either party to any other party, unless both parties shall agree in writing.

(IX). EFFECTIVE DATE OF AGREEMENT. This Agreement shall not become effective until it is ratified and approved by the respective governing bodies of CCMUA and DRPA.

(X). MODIFICATION/INTEGRATION. This agreement constitutes the entire agreement of, by and between the DRPA and CCMUA. Unless contained herein, any other representations, promises, agreements, written or verbal, by and between the par-ties not contained herein, are null and void and not made a part hereof. Any subsequent changes to this agreement by the parties shall be in writing executed by representatives of DRPA and CCMUA, who shall have full authority to bind their respective organizations to said changes. The IGA and the

Redevelopment Agreement, as amended hereby, and shall not be altered or modified hereafter except by written agreement signed by the parties.

(XI): LEGAL FORUM — DISPUTES. In the event that there should arise any disputes between the parties under this Agreement, the parties agree that the appropriate legal forum shall be the New Jersey Superior Court, Camden County venue.

(XII). PRESERVATION OF RIGHTS. Nothing in this Agreement, and notwithstanding the assignment by the County of Camden to CCMUA of its rights to the Subject Premises, shall

9 constitute a waiver of DRPA's rights under the IGA or the Redevelopment Agreements.

Except to the extent expressly modified by this Agreement, DRPA preserves all rights under the IGA and Redevelopment Agreements.

(XIII). SEVERABILITY. If any provisions of this Agreement shall prove to be invalid, void or illegal, it shall in no way affect any other provision hereof and the remaining provisions shall nevertheless remain in full force and effect.

(XIV). SUCCESSORS. The respective rights and obligations provided in this Agreement shall bind and shall inure to the parties hereto, and their successors and permitted assigns as provided by the terms herein.

(XV). CHOICE OF LAW. The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, notwithstanding any laws regarding conflict of laws of choice of laws to the contrary. By entering into this

Agreement, the DRPA does not consent, either expressly or impliedly, to the jurisdiction or application of any laws, regulations, procedures or requirements of any governmental, quasi- governmental or other political entity which would otherwise not be applicable to the DRPA.

(XVI). COUNTERPART EXECUTION. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Amendment. A copy or facsimile of a party's signature shall have the same effect as an original.

(XVII). NOTICES. All notices and statements required or permitted under this Lease shall be in writing, delivered in person or sent by United States Certified Mail, postage prepaid,

10 return receipt requested, or by Federal Express or other recognized overnight courier service providing proof of delivery, or by hand delivery, addressed as follows:

As to CCMUA:

Andrew Kricun, P.E., BCEE Executive Director/Chief Engineer Camden County Municipal Utilities Authority 1645 Ferry Avenue Camden, NJ 08104

As to DRPA:

John T. Hanson Chief Executive Officer Delaware River Port Authority One Port Center 2 Riverside Drive P.O. Box 1949 Camden, NJ 08101-1949

With a copy to:

General Counsel and Corporate Secretary Delaware River Port Authority One Port Center 2 Riverside Drive P.O. Box 1949 Camden, NJ 08101-1949

Either party may at anytime, in the manner set forth for giving notices to the other, designate a different address or addressee to which notices to it shall be sent.

(XVill). Captions. The headings to sections of this Agreement are for convenience of reference only, and are not to be construed as defining, limiting or modifying the scope or intent of any of the terms and conditions of this Agreement.

11 LT.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

12 IN WITNESS WHEREOF, the parties respectively enter their hands and seals below.

DRPA CCMUA

BY: ( By: ittLa4C John T. Hanson Michael G. Bre an Chief Executive Officer Chairman Reviewed by Office of General Counsel and Anproved as to Legal Form.

Witness: 49itness:

5 Dated: Dated: /2-'//G

The following parties to the IGA and the Redevelopment Agreements hereby acknowledge

this Amendment entered into by DRPA and CCMUA and hereby join in the acknowledgement

set forth in Section XII of this Agreement:

COUNTY OF CAMDEN CITYOF CAMDENREDEVELOPMENT AGENCY

BY: By: Signature Signature

Print Name , c a m

St)i-(Ak-r4 Po c Print Name

Position: Position: — e • 12 Witness: ______Mtn Dated: ______

D a t e d : - 7 - 7 - / 6 IN WITNESS WHEREOF, the parties respectively enter their hands and seals below.

DRPA CCMUA

BY: By: John T. Hanson Michael G. Brennan Chief Executive Officer Chairman

Witness: ______Witness: ______

Dated: Dated:______

The following parties to the IGA and the Redevelopment Agreements hereby acknowledge this

Amendment entered into by DRPA and CCMUA and hereby join in the acknowledgement set forth in Section Xl of this Agreement:

COUNTY OF CAMON CITY OF CAMDEN REDEVELOPMENT . AGENCY

BY: By: Siinature Signature

g"S. 4 h9 ; (.44,/k, Print Name - Print Name

Position: (.7.0 If/0-7 iciWn`l nirr4-1f Position: ______

Witness: ______Witness: ______

Dated: ______Dated: ______

13 SUMMARY STATEMENT

ITEMNO.: DRPA-18-057 SUBJECT:AuthorizationtoRelinquish a Restrictive Covenant on Previously Transferred Property

COMMITTEE: Finance

COMMITTEEMEETINGDATE: June6,2018

BOARD ACTION DATE: June 20, 2018

PROPOSAL: That the Board authorize staff to execute a Termination Agreement to relinquish a Restrictive Covenant in a Deed on Waterfront property previously transferred by the DRPA (Camden Block 80.02, Lot 1) in order to improve the feasibility for future residential development.

Other Party: Camden Town Center LLC (Assignee of Liberty Property Trust)

PURPOSE: The elimination of this Deed restriction will facilitate the sale of certain property by Camden Town Center LLC for future construction of mixed use residential development, condominiums, retail, and other commercial purposes. This Deed restriction, implanted into several Waterfront property Deeds, prevented the transfer of Pennsylvania jobs into New Jersey.

BACKGROUND: Beginning in 2003, in a series of real estate transactions, various parcels of land at the Waterfront were transferred among the DRPA, the NJEDA and the CCRA. Multiple Block/Lots were recently consolidated into Block 80.02, Lot 1 for development and planning purposes. Included in the Deeds of these several independent parcels of land was a covenant which prevented the transferability of the land to any Pennsylvania entity which might move to New Jersey any element of its business operation involving 100 or more existing jobs. This Restrictive Covenant was for the exclusive benefit of and enforceable by the DRPA. This Deed restriction remains as a limitation on the use of the property, running with the land to all future owners, until it is removed by its intended beneficiary. The specific Restrictive Covenant is as follows:

“The Property or any portion thereof may not be used for the purpose of inducing any company, firm, organization or other entity which is currently operating in the Commonwealth of Pennsylvania from moving any portion of its existing operations to a location on the above stated real estate, when such movements or relocation would entail the removal of one hundred or more existing jobs from the Commonwealth. It is intended and agreed that the Deed Restriction shall be a covenant running with the land exclusively for the benefit and in favor of and enforceable by the Delaware River Port Authority and shall remain in effect and be binding on the Grantee, each successor in interest to the Property only for such period as such party shall have title to the Property.”

Imported into this newly designated Block 80.02, Lot 1 is the above- referenced Covenant. The Camden Master Plan, February 16, 2018 Site Plan is attached as Exhibit A.

There appears to be no current economic or strategic purpose for the continuation of the Pennsylvania employment relocation restrictions. The elimination of this Restrictive Covenant is at no cost to the 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: N/A Other Parties Involved: Camden Town Center LLC DRPA-18-057 Finance Committee: June 6, 2018 Board Date: June 20, 2018 Authorization to Relinquish a Restrictive Covenant on Previously Transferred Property

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate the execution of a Termination Agreement which removes the Restrictive Covenants under the control of the DRPA contained within the Deed to Camden Waterfront property identified as Block 80.02, Lot 1 in the City of Camden. The Covenant to be removed is as follows:

“The Property or any portion thereof may not be used for the purpose of inducing any company, firm, organization or other entity which is currently operating in the Commonwealth of Pennsylvania from moving any portion of its existing operations to a location on the above stated real estate, when such movements or relocation would entail the removal of one hundred or more existing jobs from the Commonwealth. It is intended and agreed that the Deed Restriction shall be a covenant running with the land exclusively for the benefit and in favor of and enforceable by the Delaware River Port Authority and shall remain in effect and be binding on the Grantee, each successor in interest to the Property only for such period as such party shall have title to the Property.”

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: 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: N/A Other Parties Involved: Camden Town Center LLC

EXHIBIT ‘A’ SITE BLOCKS G 25'-0" 18'-0"

30'-0" 38'-0" 11'-8" 231'-0" 231'-0"

C 180'-10" 20'-0" 11'-0" 12'-0" J

R10'-0" 133'-0" 290'-0" 30'-0" 120'-0" 60'-0" 30'-0"

11'-0" 52'-0" 24'-0" 24'-0"

111'-4" 21'-8" 133'-0" 290'-0" 30'-0" 180'-0" 273'-0" 258'-6" 104'-0" 60'-0" 10'-0" 8'-0"18'-0" 18'-0" 9'-0" 10'-0"

165'-10" 184'-7" 30'-0" 26'-0"11'-0" 27'-0" 10'-0" 71'-0" 180'-10" 10'-0" 52'-0" 14'-6"

140'-10" B E 52'-0" 15'-0"

ONLY DELAWARE RIVER F

N

WATERFRONT PARK

PROPOSED WATER ST. BEN FRANKLIN BRIDGE R4 C6 C2 H1 P4 C4 FERRY TERMINAL PROPOSED VICTOR PL. P6 BUILDING

R10'-0" 30'-0

P5 C1 C7 P2 C3

10

RIVERIVERSIDERIV DR. COOPER ST. MARKET ST. PENN ST.

ONLY PEARL ST. ARCH ST. P3

R3

DELAWARE AVE. LINDEN ST. © 2017 ROBERT A.M. STERN ARCHITECTS, LLP ARCHITECTS, STERN A.M. ROBERT 2017 ©

N

0 100 200 CAMDEN MASTER PLAN SITE PLAN LIBERTY PROPERTY TRUST CAMDEN, NEW JERSEY FEBRUARYNOVEMBER 27,16, 20172018 ROBERT A.M. STERN ARCHITECTS NOT INTENDED FOR CONSTRUCTION PURPOSES

AUDIT COMMITTEE

DELAWARE RIVER PORT AUTHORITY Audit Committee Meeting

One Port Center 2 Riverside Drive Camden, New Jersey Wednesday, June 6, 2018

Committee Members: Sean Murphy (Acting Chairman for Auditor General DePasquale; via telephone) Robert Borski, Esq. (for Pennsylvania Treasurer Joseph Torsella; via telephone) Donna Powell E. Frank DiAntonio Charles Fentress (via telephone)

Others Present: Craig Ambrose, Assistant Counsel, New Jersey Governor’s Authorities Unit Jarred Corn, Bowman LLP Jennifer Bertino, Bowman LLP Amy Perrone, Bowman LLP Alan Becker (prospective Citizens Advisory Committee member)

DRPA/PATCO Staff: John Hanson, Chief Executive Officer Raymond J. Santarelli, General Counsel & Corporate Secretary Narisa Sasitorn, Deputy General Counsel Steve Holden, Deputy General Counsel Robert Hicks, Chief Operating Officer James White, Chief Financial Officer Toni Brown, Chief Administrative Officer David Aubrey, Acting Inspector General, OIG Jennifer DePoder, Financial Analyst, DRPA Finance Darcie DeBeaumont, Manager, Accounting, DRPA Finance John Rink, General Manager, PATCO Rohan Hepkins, Assistant General Manager, PATCO Mark Ciechon, Director, Finance, PATCO Kevin Hyslop, Senior Accountant, PATCO Kyle Anderson, Director, Corporate Communications Yvette Martelli, Administrative Coordinator, OIG Sheila Milner, Administrative Coordinator, OGC Elizabeth Saylor, Administrative Coordinator, OGC

Page 1 of 3 CALL TO ORDER

Commissioner Murphy called the meeting of the Audit Committee of the Delaware River Port Authority to order at 10:20 a.m.

ROLL CALL

The following Commissioners were present, constituting a quorum: Murphy, Powell, Borski, DiAntonio and Fentress.

OPEN SESSION

Update from Office of the Inspector General (OIG)

Acting Inspector General Aubrey updated the Commissioners on the following topics: internal audits which were completed; internal audits currently in progress; 2017 Annual Financial Audit; Management Audit; Ethics Hotline activity; and, political contribution disclosure and conflict of interest reviews.

EXECUTIVE SESSION

Commissioner Murphy announced the Committee would meet in Executive Session and requested the Corporate Secretary to provide a description of the matters to be discussed therein. The Corporate Secretary stated that the general subjects to be discussed in Executive Session related the Financial Audit Exit Conference Report. Commissioner Fentress moved to go into Executive Session and Commissioner Borski seconded the motion. All Commissioners in attendance voted to approve the motion and the Committee moved into Executive Session at 10:30 a.m.

The Committee met in Executive Session.

Commissioner Fentress moved to close Executive Session and Commissioner Powell seconded the motion. All Commissioners in attendance voted to approve the motion and the committee meeting moved back into Open Session at 11:20 a.m.

OPEN SESSION

Commissioner Murphy stated that there was one (1) Summary Statement and Resolution to be voted on:

1) Approval of 2017 Financial Audit Exit Conference Report and Required Communications

Acting Inspector General Aubrey presented a Summary Statement and Resolution that the Board acknowledges the Audit Committee presentation of the 2017 Financial Audit Exit Conference Report and Required Communications by Bowman and Company. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner DiAntonio seconded the motion. Commissioner Christy abstained from voting. There were no questions or Page 2 of 3 comments. All other Commissioners in attendance voted to approve the motion.

ADJOURNMENT

There being no further business, Commissioner DiAntonio moved to adjourn the meeting and Commissioner Powell seconded the motion. All Commissioners in attendance voted to approve the motion and the meeting adjourned at 11:21 a.m.

Page 3 of 3 SUMMARY STATEMENT

ITEM NO.: DRPA-18-058 SUBJECT: 2017 Financial Audit – Exit Conference Report and Required Communications

COMMITTEE: Audit

COMMITTEEMEETINGDATE: June6,2018

BOARDACTIONDATE: June20,2018

PROPOSAL: That the Board acknowledges the Audit Committee presentation of the 2017 Financial Audit Exit Conference Report and Required Communications by Bowman and Company (External Auditors) and approval by the Audit Committee on June 6, 2018.

PURPOSE: To acknowledge receipt of the 2017 Financial Audit – Exit Conference Report and Required Communications as presented by Bowman and Company (External Auditors) and approved by the Audit Committee on June 6, 2018.

BACKGROUND: As part of the conclusion of the 2017 Annual Financial Audit Bowman and Company is required to communicate the results of said audit, as well as other required communications, to the appropriate governing body of the Authority, in this case the Audit Committee.

The Exit Conference Report was presented to the Audit Committee, along with a preliminary draft financial report, by Bowman and Company (External Auditors), for Audit Committee review, discussion, and acceptance.

Upon approval and acceptance by the Audit Committee, acknowledgement of the receipt and presentation of the Exit Conference Report, and preliminary draft financial report, shall be entered into record at the June 20, 2018 Board meeting.

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: N/A Other Parties Involved: N/A Estimated Number of Jobs Supported: N/A DRPA-18-058 Audit Committee: June 6, 2018 Board Date: June 20, 2018 2017 Financial Audit – Exit Conference Report and Required Communications

RESOLUTION

RESOLVED: That the Board acknowledges the Audit Committee presentation of the 2017 Financial Audit Exit Conference Report and Required Communications by Bowman and Company (External Auditors) and approval by the Audit Committee on June 6, 2018.

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: N/A Other Parties Involved: N/A Estimated Number of Jobs Supported: N/A

OPERATIONS & MAINTENANCE COMMITTEE

DELAWARE RIVER PORT AUTHORITY Operations & Maintenance Committee Meeting

One Port Center 2 Riverside Drive Camden, New Jersey Tuesday, June 12, 2018

Commissioners: Albert Frattali, Chairman of the Operations & Maintenance Committee E. Frank DiAntonio Robert Borski, Esq. (via telephone) Charles Fentress Daniel Christy Bruce Garganio

DRPA/PATCO Staff: John Hanson, Chief Executive Officer/President Maria Wing, Deputy Chief Executive Officer Raymond J. Santarelli, General Counsel and Corporate Secretary Narisa Sasitorn, Deputy General Counsel Stephen Holden, Deputy General Counsel Gerald Faber, Assistant General Counsel Robert Hicks, Chief Operating Officer Michael Venuto, Chief Engineer Mike Howard, Principal Engineer Nicole Ochroch, Associate Engineer Lennart N. Rustam, Engineering Program Manager David Aubrey, Acting Inspector General, OIG Christina Maroney, Director, Strategic Initiatives Amy Ash, Manager, Contract Administration Rick Mosback, Director, Procurement for DRPA/PATCO Rich Betts, Acting Manager of Procurement and Storage Jack Stief, Chief, Public Safety Kyle Anderson, Director, Corporate Communications Val Bradford, Bridge Director, BFB/BRB Steve Reiners, Director, Fleet Management John Rink, General Manager, PATCO Rohan Hepkins, Assistant General Manager, PATCO Sheila Milner, Administrative Coordinator, OGC Elizabeth Saylor, Administrative Coordinator, OGC

Page 1 of 5 Others Present:

Craig Ambrose, Assistant Counsel, New Jersey Governor’s Authorities Unit (via telephone) Chris Jandoli, WSP Alan Becker, prospective Citizens Advisory Committee member

CALL TO ORDER Committee Chairman Frattali called the meeting of the Operations & Maintenance Committee of the Delaware River Port Authority to order at 9:00 a.m. and asked the Corporate Secretary to call the roll.

ROLL CALL

The following Commissioners were present, constituting a quorum: Frattali, Borski, DiAntonio, Garganio, Christy and Fentress.

EXECUTIVE SESSION

Chairman Frattali announced that the Committee would meet in Executive Session and requested that Corporate Secretary Santarelli provide a description of the matters to be discussed. Mr. Santarelli stated that the general subjects to be discussed in Executive Session included pending or anticipated contract negotiations and matters under the attorney/client privilege. Commissioner DiAntonio moved to meet in Executive Session and Commissioner Garganio seconded the motion. All Commissioners in attendance voted to approve the motion and the committee meeting moved into Executive Session at 9:01a.m.

The Committee met in Executive Session.

Commissioner DiAntonio moved to close Executive Session and Commissioner Fentress seconded the motion. All Commissioners in attendance voted to approve the motion and the committee meeting moved back into Open Session at 9:42 a.m.

OPEN SESSION

A. Summary Statements and Resolutions for Consideration

1) Contract No. PATCO-63-2107, PATCO Substation DC Upgrade Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize staff to negotiate a construction contract with Scalfo Electric, Inc. to perform the PATCO Substation DC Upgrades Project (Contract No. PATCO 63-2017) in the amount of $4,499,000.00. The Project was publicly advertised and Scalfo was the lowest responsive and responsible bidder. Commissioner DiAntonio moved to forward the matter to the Board for consideration and Commissioner Garganio seconded the motion. There were no questions or comments. All other Commissioners in attendance voted to approve the motion.

Page 2 of 5 2) Capital Project Contract Modification

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize staff to execute a contract modification to a Capital Project contract and that the Board amend the 2018 Capital Budget to include the increase. The contract is BF-46-2016 (R) for the Design Services for BFB South Walkway Bicycle & Pedestrian Ramp by Ammann & Whitney, Inc. The modification is an increase in the amount of $285,370.12. There were no questions or comments. Commissioner Garganio moved to forward the matter to the Board for consideration and Commissioner Christy seconded the motion. There were no questions or comments. All other Commissioners in attendance voted to approve the motion.

3) Professional Services for DRPA Asset Management Program

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize staff to negotiate an agreement with WSP to provide professional support services for the development, implementation and execution of a DRPA organization-wide asset management program in the amount of $1,359,895.00. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner DiAntonio seconded the motion. There were no questions or comments. All other Commissioners in attendance voted to approve the motion.

4) PA Speaker Replacement

General Manager Rink presented a Summary Statement and Resolution that the Board authorize staff to negotiate a contract with Oliver Communications Group, Inc. to replace its existing public address (PA) system speakers located between Ashland and 12th & Locust Street Stations with new speakers that will provide better sound quality. The contract will be under GSA Schedule GS-35F- 204DA pricing, in the amount up to $367,712.00. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner Garganio seconded the motion. There were no questions or comments. All other Commissioners in attendance voted to approve the motion.

5) Backup Generator Program – Ashland Station

General Manager Rink presented a Summary Statement and Resolution that the Board authorize staff to negotiate a contract with Net Q Multimedia Company to install a fully networkable, 275 KW backup generator at PATCO’s Ashland Station for the sole purpose of providing backup power to Ashland Station. The contract will be in an amount not-to-exceed $543,613.00. Commissioner DiAntonio moved to forward the matter to the Board for consideration and Commissioner Fentress seconded the motion. There were no questions or comments. All other Commissioners in attendance voted to approve the motion.

6) Collingswood Station Cameras and Emergency Call Boxes Hardwiring Project

General Manager Rink presented a Summary Statement and Resolution that the Board Authorize staff to negotiate a contract with Northeast Communications Group, Inc. to hardwire security cameras and emergency call boxes at Collingswood Station. The contract will be in an amount not-

Page 3 of 5 to-exceed $385,559.00 and will be under GAS Schedule No. GS-35F-475BA pricing. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner DiAntonio seconded the motion. There were no questions or comments. All other Commissioners in attendance voted to approve the motion.

7) Towing Services for Bridge Facilities, OPC Parking Lot and PATCO Lots

Public Safety Chief Stief presented a Summary Statement and Resolution that the Board authorize staff to enter into a contract with Philadelphia Towing and Transport to handle any and all towing needs on the Bridge facilities, in the One Port Center parking lot and in PATCO parking lots. The duration of the contract will be for three (3) years, with an option for two (2) one-year extensions. Commissioner Garganio moved to forward the matter to the Board for consideration and Commissioner Christy seconded the motion. There were no questions or comments. All other Commissioners in attendance voted to approve the motion.

8) Fuel Contract for DRPA and PATCO

Fleet Manager Reiners presented a Summary Statement and Resolution that the Board authorize staff to negotiate a contract with Riggins, Inc. for the purchase of fuel for all DRPA and PATCO vehicles including maintenance, snow removal, public safety and staff operation vehicles and low-sulfur heating fuel oil for PATCO Administration Buildings. The contract was publicly advertised, with Riggings being the lowest responsive and responsible bid. The contract will be in an amount not to exceed $750,000.00. Commissioner Garganio moved to forward the matter to the Board for consideration and Commissioner DiAntonio seconded the motion. There were no questions or comments. All other Commissioners in attendance voted to approve the motion.

9) Non-Hazardous Solid Waste Removal for DRPA Bridge Facilities

Bridge Director Bradford presented a Summary Statement and Resolution that the Board authorize staff to negotiate a contract with Waste Management of New Jersey, Inc. to perform non-hazardous solid waste removal from the DRPA Bridge Facilities on a scheduled basis. The contract will be for a period of three (3) years and will be in the amount of $234,373.76. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner DiAntonio seconded the motion. There were no questions or comments. All other Commissioners in attendance voted to approve the motion.

10) Service/Maintenance Contract and Emergency Repairs for Three (3) Maintenance Platforms at the Ben Franklin Bridge

Bridge Director Bradford presented a Summary Statement and resolution that the Board authorize staff to negotiate a contract with American Crane & Equipment Corporation to perform service/maintenance and emergency repairs for three (3) moveable maintenance platforms located beneath the roadway deck of the . The contract was publicly advertised, with American having the lowest responsive and responsible bid at $113,100.00. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner DiAntonio

Page 4 of 5 seconded the motion. There were no questions or comments. All other Commissioners in attendance voted to approve the motion.

B. General Discussion

There were three items under General Discussion. The first was Change Order PATCO-58-2017, PATCO City Hall Station Concourse Level Interior Painting. Chief Engineer Venuto reported that Change Order #1, the final Change Order of the contract, has a credit of $25,000 from the project’s site coordination and unforeseen conditions amount.

The second item was the GIS demonstration. Deputy Chief Executive Officer Wing gave a brief description of the GIS program, noting that Principal Engineer Mike Howard and Chief Engineer Mike Venuto are the stewards of the program. Mr. Howard demonstrated how the GIS program works.

The third item was the PATCO City Hall Station Capacity Report. A brief overview of the PATCO Capacity Analysis was presented by Mr. Chris Jandoli of WSP. Mr. Jandoli explained his analysis of the growth in Camden and how new and proposed development in the city will impact PATCO ridership at the City Hall and Broadway stations. CEO Hanson reported that the Authority will utilize the results of the analysis to make any station upgrades necessary to accommodate additional users resulting from development in the city.

ADJOURNMENT

With no further business, Commissioner Fentress moved to adjourn the meeting and Commissioner DiAntonio seconded the motion. All Commissioners in attendance voted to approve the motion and the meeting adjourned at 10:16 a.m.

Page 5 of 5 SUMMARY STATEMENT

ITEM NO.: DRPA-18-059 SUBJECT: Capital Project Contract Modification

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: June12,2018

BOARDACTIONDATE: June20,2018

PROPOSAL: That the Board authorize the execution of contract modifications to certain contracts for Authority capital project and that the Board amend the 2018 Capital Budget to include the increase in contract amount being requested in this Resolution.

PURPOSE: To approve contract modifications in the amounts and times set forth herein for the identified Authority capital projects and to assure that the 2018 Capital Budget reflects the actual Board approved project costs.

BACKGROUND: The Authority is presently undertaking several capital projects previously approved by the Board. During the course of the project(s) identified in the Attachment (attached hereto and made a part hereof), Engineering has determined that conditions affecting each project require contract modification adjusting the scope of work/contract items, compensation, and/or the time to perform the contract work as set forth in the attachment.

Engineering staff has evaluated the contract modifications identified in the Attachment and any supporting documentation and has determined the contract adjustments as proposed are fair and reasonable and meets the needs of the Authority.

SUMMARY: Amount: See Attachment Source of Funds: See Attachment Capital Project #: See Attachment Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: See Attachment Other Parties Involved: N/A DRPA-18-059 Operations & Maintenance Committee: June 12, 2018 Board Date: June 20, 2018 Capital Project Contract Modification

RESOLUTION

RESOLVED: That the Board authorizes the execution of contract modifications to the contracts identified in the Attachment in such amounts and/or times set forth therein; 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 the 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 the DRPA.

RESOLVED: That the 2018 Capital Budget be and hereby is amended to increase the line item amounts allocated for DRPA Project Number as indicated in the attached chart.

SUMMARY: Amount: See Attachment Source of Funds: See Attachment Capital Project #: See Attachment Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: See Attachment Other Parties Involved: N/A ATTACHMENT

June 12, 2018

Summary of Supplemental Agreement and Change Orders

Current Adjusted Capital Contract/ Change Order/ Contract Project Contract Consultant/ Agreement Supplemental Agreement Number Number Title Contractor Amount Amount Amount Duration Funding

BF1302 BF-46-2016 Design Services for BFB Ammann & $1,067,091.79 $285,370.12 $1,352,461.91 2013Revenue (R) South Walkway Bicycle Whitney, Inc. Bonds & Pedestrian Ramp (Louis Berger) SUMMARY STATEMENT

ITEM NO.: DRPA-18-060 SUBJECT: Professional Services for DRPA Asset Management Program

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: June12,2018

BOARDACTIONDATE: June20,2018

PROPOSAL: That the Board authorizes staff to negotiate an agreement with WSP to provide Professional Support Services for the DRPA Asset Management Program.

Amount: $1,359,895

Consultant: WSP

Other Consultants: AECOM Amec Foster Wheeler Gannett Fleming Jacobs Engineering

Engineers Estimate: $1,019,988

MBE/WBE Goals: MBE: 8% WBE: 4%

Consultant Proposed MBE/WBE Commitments: MBE: 10% WBE: 7%

PURPOSE: The purpose of this project is to provide professional services for the development, implementation, and execution of a DRPA organization- wide asset management program.

BACKGROUND: It is the intention of the DRPA to engage a consulting engineering firm with the required experience to develop a centralized Asset Management Plan that will track and monitor the age and condition of all its major assets including the Benjamin Franklin Bridge, the Walt Whitman Bridge, the Commodore Barry Bridge, the Betsy Ross Bridge, One Port Center, and the Authority’s transit subsidiary, PATCO. SUMMARY STATEMENT Design Services for O&M June 12, 2018 DRPA Asset Management Program ______

The Asset Management Program will identify the data and processes needed for decision-making that ensures the DRPA’s limited resources can be allocated to the most critical State of Good Repair projects. By implementing the tools and procedures needed to support the Asset Management Program, DRPA seeks to improve its stewardship over its physical assets, identify risks, reduce maintenance and life cycle costs, make better informed capital investment decisions, and enhance quality of service.

The Authority publicly advertised its intent to retain a consultant and invited interested firms to submit Statements of Qualifications. Eleven (11) firms responded with Statements of Qualifications on November 30th, 2018. Five (5) firms were deemed qualified and were sent a formal Request for Proposal. A review committee of five (5) DRPA and PATCO personnel evaluated the Proposals on the basis of Technical merit.

WSP was the highest technically ranked firm. WSP described each of the tasks and phases in detail; highlighting the need for proper mobilization to set up the success of the project and identifying the roles and responsibilities for each task and subsequent deliverables. WSP has experience working on PANYNJ enterprise asset management, Amtrak enterprise asset management, MTA enterprise asset management, and WMATA transit asset management. WSP is proposing Larissa James as project manager; although she is new to WSP, she has over 25-years of experience in asset management in rail and transportation sectors. Overall, the team assembled WSP was found to possess the necessary experience and qualifications to successfully complete the project.

In accordance with the Delaware River Port Authority’s qualification- based selection procedure, the Price Proposal was evaluated against the Engineer’s Estimate and that of other recommended firms. Based on this evaluation and subsequent negotiation, WSP’s price was determined to be fair and reasonable.

It is recommended that an engineering services agreement be negotiated with WSP for the costs and associated fees not to exceed $1,359,895 to provide professional services in accordance with the Request for Proposal.

SUMMARY: Amount: $1,359,895 SUMMARY STATEMENT Design Services for O&M June 12, 2018 DRPA Asset Management Program ______

Source of Funds: General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Professional Services, 20 months Other Parties Involved: N/A Estimated Number of Jobs Supported: 3.3 DRPA-18-060 Operations & Maintenance Committee: June 12, 2018 Board Date: June 20, 2018 Design Services for DRPA Asset Management Program

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the Proposal of WSP to provide Design Services for DRPA Asset Management Program and that the proper officers of the Authority be and hereby are authorized to negotiate an Agreement with WSP for an amount not to exceed $1,359,895 as per the attached Summary Statement; and be it further

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: $1,359,895 Source of Funds: General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Professional Services, 20 months Other Parties Involved: N/A Estimated Number of Jobs Supported: 3.3 MEMORANDUM

DELAWARE RIVER PORT AUTHORITY of Pennsylvania & New Jersey

TO: O&M Committee Members FROM: Michael P. Venuto, Chief Engineer SUBJECT: Professional Service Selection for DRPA Asset Management Program Technical Proposal Evaluation, Findings and Recommendation Report DATE: June 12, 2018

The Request for Qualifications (RFQs), which was posted on the Authority’s web-site, invited consultants to submit Statements of Qualifications (SOQs). Eleven (11) firms submitted Statements of Qualifications on November 30, 2018. Five (5) firms were deemed qualified and were sent a formal Request for Proposal. A review committee of five (5) DRPA and PATCO personnel evaluated the Proposals on the basis of Technical merit.

Policy 303a outlines the procedure for Request for Proposal selection of consultants by the Engineering Department. The SOQ evaluation serves as a method for developing a “short list” of firms to receive a Request for Proposal (RFP). The Review Committee evaluated the SOQ’s and recommended soliciting Technical and sealed Price Proposals from the top ranked firms: AECOM, Amec Foster Wheeler, Gannett Fleming, Jacobs Engineering, and WSP.

The short-listed firms were sent a RFP on January 2, 2018. The Technical Proposals and separate sealed Price Proposals were received on February 6, 2018 from AECOM, Amec Foster Wheeler, Gannett Fleming, Jacobs Engineering, and WSP. The Review Committee, consisting of five (5) DRPA and PATCO personnel, reviewed and evaluated the Technical Proposals.

WSP was the highest technically ranked firm. WSP described each of the tasks and phases in detail; highlighting the need for proper mobilization to set up the success of the project and identifying the roles and responsibilities for each task and subsequent deliverables. WSP has experience working on PANYNJ enterprise asset management, Amtrak enterprise asset management, MTA enterprise asset management, and WMATA transit asset management. WSP is proposing Larissa James as project manager; although she is new to WSP, she has over 25-years of experience in asset management in rail and transportation sectors. Overall, the team assembled WSP was found to possess the necessary experience and qualifications to successfully complete the project.

The Review Committee recommended that the Price Proposal be opened and negotiations commence using other recommended firm’s Price Proposals and the Engineer’s Estimate in the amount of $1,019,988 as a guide. Price Proposals were opened on February 26, 2018. Below are the Technical Proposal rankings, proposed hours and fees of these firms, along with the Engineer’s estimate of hours.

Rank Firm Hours Original Price Negotiated Proposal Hours Fee Engineer’s Estimate 6,143 $1,019,988 1 WSP 9,304 $1,648,769 6,894 $1,359,895 2 AECOM 5,768 $1,187,452 3 Gannett Fleming 7,734 $1,609,692 4 Jacobs Engineering 11,629 $1,890,225 5 Amec Foster Wheeler Not Opened Not Opened

The Price Proposal from the highest technically ranked firm, WSP, dated February 6, 2018 was reviewed by Engineering Department staff. WSP was originally 62% higher than the Engineer’s Estimate and 4% higher than the average cost ($1,584,033). WSP was able to remove $288,873 from their cost proposal by simplifying the mapping effort from the use of LiDar to Google Earth desktop mapping, reduction in effort for Commodore Barry Bridge inventory, simplification of the asset tagging effort to focus on high asset level assets, removal of duplicated efforts at the subconsultant efforts, and reallocation of VP level personnel spread out to the project manager and deputy project manager. DRPA personnel do not believe that the simplification of some of these efforts compromise the integrity of the initial proposal set forth by WSP to complete the task of developing the DRPA Asset Management Program. Committee’s findings the Price Proposal of $1,359,895 has been determined to be fair and reasonable and therefore the committee recommends that an Engineering Services Agreement be issued to the highest technically ranked firm, WSP.

Based on a review of the Review Committee’s evaluation and supporting documentation, I concur with the recommendation to engage WSP of Philadelphia, PA in the amount of $1,359,895 for this Agreement.

:nco SUMMARY STATEMENT

ITEM NO.: DRPA-18-062 SUBJECT: Towing Services for Bridge Facilities, OPC Parking Lot, and PATCO Parking Lots

COMMITTEE: Operations and Maintenance

COMMITTEEMEETINGDATE: June12,2018

BOARDACTIONDATE: June20,2018

PROPOSAL: That the Board authorizes staff to enter into a contract with two towing facilities to handle any and all towing needs on our Bridge facilities, in the One Port Center parking lot, and in PATCO parking lots and driving areas located at its New Jersey locations: Lindenwold, Ashland, Woodcrest, Haddonfield, Westmont, Collingswood and Ferry Avenue Stations for the term of three years.

BACKGROUND: An RFP was created and publicly advertised on December 12, 2017. Three (3) bids were received on Thursday, December 28, 2017 and Inspector General completed interviews with the review committee and found no conflicts. Bids were received follows:

1. Philadelphia Towing and Transport 2. Flanagan’s Auto & Truck Service of New Jersey, Incorporated 3. Rob’s Automotive and Collision Center

Proposals were distributed to review committee on Thursday, February 8, 2018, site visits/inspection were conducted and Review Committee met and discussed proposals on February 23, 2018 and the most responsible bidders were:

1. Philadelphia Towing and Transport

Towing Contractor agrees that following charges will be paid by motorists for the towing and storage of vehicles removed from DRPA facilities:

Towing of cars and light trucks- $ 75.00 Towing of heavy duty trucks- $150.00 per hour Storage of cars and light trucks- $ 25.00 per day Storage of heavy duty trucks- $ 50.00 per day

Vehicles declared abandoned (after 48 hours) will be assessed an additional $50.00 fee. SUMMARY STATEMENT Towing Services for Bridge Facilities O&M 6/12/18

______

2. Flanagan’s Auto & Truck Service of New Jersey, Incorporated

Towing of cars and light trucks- $ 75.00 Towing of heavy duty trucks- $ 195.00 per hour Storage of cars and light trucks- $ 15.00 per day Storage of heavy duty trucks- $ 50.00 per day

Vehicles declared abandoned (after 48 hours) will be assessed an additional $50.00 fee.

Additional labor for accident recovery, roadway clean up, special cargo recovery, additional equipment for removal will be assessed a fee based on the equipment required to perform the labor involved.

DRPA shall not be liable to Towing Contractor for the payment of any fees for towing and/or storage of vehicles removed from DRPA facilities pursuant to this Agreement.

DRPA will not receive any revenue from this effort.

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: Three (3) years, with an option for two (2) one-year extensions at the discretion of DRPA and the concurrence of the Towing Contractor(s) Other Parties Involved: N/A DRPA-18-062 O&M Committee: June 12, 2018 Board Date: June 20, 2018 Towing Services for Bridge Facilities, OPC Parking Lot, and PATCO Parking Lots

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority authorizes the Chair, Vice Chair and Chief Executive Officer to accept the bid(s) which they determine to be the low responsive bidder(s) for the towing services; and that the proper Officers of the Authority be and hereby are authorized to negotiate a contract with the selected bidder(s) for the required work, as per the attached Summary Statement; and be it further

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: 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: Three (3) years, with an option for two (2) one-year extensions at the discretion of DRPA and the concurrence of the Towing Contractor(s) Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: DRPA-18-063 SUBJECT: Fuel Contract for DRPA and PATCO

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: June12,2018

BOARDACTIONDATE: June20,2018

PROPOSAL: That the Board authorizes staff to negotiate a contract with Riggins Inc., Vineland, NJ for the purchase of unleaded gasoline, low-sulfur automotive diesel fuel, diesel 2% bio fuel and low-sulfur heating fuel oil.

PURPOSE: To purchase fuel for all Delaware River Port Authority and PATCO vehicles including maintenance, snow removal, public safety and staff operation vehicles and low-sulfur heating fuel oil for PATCO Administration Buildings.

BACKGROUND: Pricing for supplying the following fuel for all DRPA and PATCO fleet activities were based on the following requirements:

a. Approximately 190,000 gallons of unleaded gasoline for DRPA.

b. Approximately 60,000 gallons of unleaded gasoline for PATCO.

c. Approximately 19,335 gallons of low-sulfur automotive diesel fuel for DRPA facility locations in New Jersey.

d. Approximately 14,000 gallons of diesel 2% bio fuel for the Walt Whitman Bridge location in Pennsylvania.

e. Approximately 18,000 gallons of low-sulfur automotive diesel fuel for PATCO.

f. Approximately 12,000 gallons of low-sulfur heating fuel for PATCO.

Contract pricing is based on “Reseller Tank Car Price” for each commodity, calculated by the gallon, as posted in the Journal of Commerce on April 14, 2017. On that date, regular unleaded gasoline was reported as $1.6008 per gallon, low-sulfur diesel was $1.6573 per gallon, diesel 2% bio fuel was $1.6570 per gallon and low-sulfur heating SUMMARY STATEMENT -2- FUEL CONTRACT FOR O&M 06/12/2018 DRPA AND PATCO ______oil was $1.6025 per gallon. We are asking for a not-to-exceed contract amount of $750,000.00.

The reported price will fluctuate during the contract period depending on market conditions. However, the differential cost will remain firm for the length of the contract. The original fuel bid was publicly advertised and bid documents were available beginning April 14, 2017.

Bids were publicly opened on May 24, 2017. Eleven (11) vendors were solicited. Eleven (11) vendors were solicited and three (3) bids and one (1) No Bid were received. This is the second year option on the Fuel Contract from 2017.

SUMMARY OF 2017 BID RESULTS BID DIFFERENTIAL Riggins, Inc., Vineland, NJ $547,171.11 $9,144.92 Petroleum Trades, Ft. Wayne, IN $610,962.25 $21,590.05 PAPCO, Aston, PA $613,522.19 $24,149.99 TAC Energy, Dallas, TX NO BID

Riggins Inc. was the lowest responsive, responsible bidder and their indicated low bid was based on a fixed differential which varies by fuel type and location as referenced below:

Unleaded differential increased by .002 Low-Sulfer Diesel Differential increased by .002 Bio-Fuel Diesel Differential increased by.002 Low-Sulfer Heating oil Differential increased by .002

BFB WWB CBB BRB PATCO UNLEADED GASOLINE +$.0180 +$.0180 +$.0180 +$0.180 +$0.180 LOW SULFER DIESEL +$.0540 N/A +$.0540 +$.0540 +$.0540 DIESEL 2% BIO FUEL N/A +$.0540 N/A N/A N/A LOW-SULFER HEATING N/A N/A N/A N/A $+0.250 OIL ANTI-JELLING SOLUTION +$0.0200 +$0.0200 +$0.0200 +$.0200 +$.0200 SUMMARY: Amount: $750,000.00* (not to exceed) Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: 2018/2019 Master Plan Status: N/A Other Fund Source: N/A Duration of Contract: N/A Other Parties Involved: N/A

*Fuel prices subject to market fluctuations DRPA-18-063 O & M Committee: June 12, 2018 Board Date: June 20, 2018 Fuel Contract for DRPA and PATCO

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a contract with Riggins Inc. for the purchase of unleaded gasoline, low-sulfur diesel fuel and low- sulfur heating oil for the period of one (1) year to provide unleaded gasoline to the Benjamin Franklin, Commodore Barry, Betsy Ross, Walt Whitman Bridges and PATCO at an average price differential of +$.0180, provide low-sulfur diesel fuel to the Benjamin Franklin, Commodore Barry, Betsy Ross, and PATCO at an average price differential of +$.0540, and provide diesel 2% bio fuel for the Walt Whitman Bridge at a differential of +$.0540 and low sulfur heating fuel oil for PATCO at a fixed differential of +$.0250 and Anti-Jelling solution differential of +$0.0020. Cost of the one (1) year contract is hereby requested with a not-to-exceed cost of $750,000.00.

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 DRPA and PATCO. 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 and PATCO, 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 and PATCO.

SUMMARY: Amount: $750,000.00* (not to exceed) Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: 2018/2019 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: DRPA-18-064 SUBJECT: Non-Hazardous Solid Waste Removal for DRPA Bridge Facilities

COMMITTEE: Operations and Maintenance

COMMITTEEMEETINGDATE: June12,2018

BOARDACTIONDATE: June20,2018

PROPOSAL: That the Board authorizes staff to negotiate a contract with Waste Management of New Jersey, Inc., to perform non-hazardous solid waste removal services for DRPA’s Bridge Facilities for a period of three (3) years in the amount of $234,373.76.

Amount: $234,373.76

Contractor: Waste Management of New Jersey, Inc. Ewing, New Jersey

PURPOSE: To remove non-hazardous solid waste from the DRPA Bridge Facilities; Ben Franklin, Commodore Barry, Walt Whitman, and Betsy Ross Bridges on a scheduled basis.

BACKGROUND: DRPA maintains an outside company to provide non-hazardous waste containers and to remove and dispose of the waste and recyclables on a scheduled basis. Additionally, services are required on an as needed basis for disposal of construction debris and street sweepings. Waste is disposed of in accordance with all local, state and federal regulations.

Request to bid was publicly advertised on DRPA’s website on March 21, 2018. Bid documents were mailed to twenty (20) bidders. Five (5) bids were received on April 12, 2018 and are listed below:

Vendor Location Total Bid Waste Management of NJ Ewing, NJ $234,373.76 Republic Service of NJ Philadelphia., PA $253,355.56 ECFLO Greensboro,NC NoBid GoldMedalEnvironmentalofNJ Sewell,NJ NoBid AmericanDisposalSystem Philadelphia,PA Non-Responsive SUMMARY STATEMENT -2- Non-Hazardous Solid Waste Removal O&M 06/12/2018 for DRPA Bridge Facilities ______

It is recommended that a three (3) year contract be awarded for Solid Waste/Non-Hazardous Disposal Service for the DRPA Bridge Facilities to Waste Management of NJ located in Ewing, N.J., in the amount of $234,373.76.

SUMMARY: Amount: $234,373.76 Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: 2018-2021 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Three (3) years Other Parties Involved: N/A DRPA-18-064 O&M Committee: June 12, 2018 Board Date: June 20, 2018 Non-Hazardous Solid Waste Removal for DRPA Bridge Facilities

RESOLUTION

RESOLVED: that the Board authorize staff to negotiate a contract with Waste Management of NJ, Inc., to perform non-hazardous solid waste removal services for DRPA’s Bridge Facilities for a period of three (3) years.

RESOLVED: The Chairman, Vice Chairman and the Chief Executive Officer 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 and PATCO 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 and PATCO.

SUMMARY: Amount: $234,373.76 Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: 2018-2021 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Three (3) Years Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: DRPA-18-065 SUBJECT: Service/Maintenance Contract and Emergency Repairs for Three (3) Maintenance Platforms at the BFB

COMMITTEE: Operations and Maintenance

COMMITTEEMEETINGDATE: June12,2018

BOARDACTIONDATE: June20,2018

PROPOSAL: That the Board authorizes staff to negotiate a contract with American Crane & Equipment Corporation, to perform service/maintenance and emergency repairs for three (3) maintenance platforms at the Benjamin Franklin Bridge for a period of two (2) year initial term plus an additional one (1) year option term in the amount of $75,600.00 for maintenance and a not-to-exceed amount of $37,500.00 set aside by the DRPA for emergency services for a total amount of $113,100.00.

Amount: $113,100.00

Contractor: American Crane & Equipment Corporation Douglassville, Pennsylvania PURPOSE: To perform service/maintenance and emergency repairs for three (3) moveable maintenance platforms located beneath the roadway deck of the Benjamin Franklin Bridge on a scheduled basis.

BACKGROUND: The moveable maintenance platforms are an integral part of the BFB Facility maintenance programs. The underdeck maintenance platforms were originally installed in the early 1980’s and have been used through the years for underdeck access for BFB biennial inspections, underdeck bridge steel repairs, servicing decorative and pier lighting, cameras and varied capital projects. In addition to limited in-house routine maintenance, DRPA over the years has retained an outside company to perform specific service/maintenance and as needed emergency repairs for the three (3) maintenance platforms at the Benjamin Franklin Bridge on a scheduled basis.

Invitation for bid was publicly advertised on DRPA’s website on May 1, 2018. Bid documents were mailed to thirteen (13) bidders. Three (3) bids were received on May 30, 2018 and are listed below: SUMMARY STATEMENT Service/Maintenance Contract and O&M 6/6/2018 Emergency Repairs for Three (3) Maintenance Platforms at the BFB

______

Vendor Location Total Bid American Crane & Equipment Corporation Douglassville, PA $113,100.00 Permadur IndustriesdbaSISSCO Hillsborough, NJ Disqualified ECFLO Reading,PA NoBid

Staff has evaluated the lone bid and determined the bid to be reasonable. Due to the specialized nature of under bridge platforms and limited availability of qualified contractors who perform such specialty work, staff is recommending acceptance of the bid and that the contract be awarded to American Crane & Equipment Corp.

It is recommended that a two (2) year initial term plus an additional one (1) year option term contract be awarded for a Service/Maintenance Contract and Emergency Repairs for Three (3) Maintenance Platforms at the Benjamin Franklin Bridge to American Crane & Equipment Corporation, in the amount of $113,100.00.

SUMMARY: Amount: Initial Two (2) Year Term: $75,000.00 One (1) Year Option Term: $38,100.00 Total: $113,100.00 Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: 2018-2021 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Two (2) year initial term + one (1) year option term Other Parties Involved: N/A DRPA-18-065 O&M Committee: June 12, 2018 Board Date: June 20, 2018 Service/Maintenance Contract and Emergency Repairs for Three (3) Maintenance Platforms at the BFB

RESOLUTION

RESOLVED: That the Board authorize staff to negotiate a contract with American Crane & Equipment Corporation, to perform service/maintenance and emergency repairs for three (3) maintenance platforms at the Benjamin Franklin Bridge for a period of two (2) year initial term plus an additional one (1) year option term.

RESOLVED: The Chairman, Vice Chairman and the Chief Executive Officer 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 and PATCO 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 and PATCO.

SUMMARY: Amount: $113,100.00 Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: 2018-2021 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Two (2) year initial term + one (1) year option term Other Parties Involved: N/A

LABOR COMMITTEE

DELAWARE RIVER PORT AUTHORITY Labor Committee Meeting

One Port Center 2 Riverside Drive Camden, New Jersey Tuesday, June 12, 2018

Commissioners: Chairman Ryan Boyer, Committee Chair (via telephone) Al Frattali, Vice Chair Sean Murphy, Esq., (for Pennsylvania Auditor General Eugene DePasquale; via telephone) E. Frank DiAntonio Charles Fentress Bruce Garganio

Others Present: Craig Ambrose, Assistant Counsel, New Jersey Governor’s Authorities Unit (via telephone)

DRPA/PATCO Staff: John Hanson, Chief Executive Officer/President Maria Wing, Deputy Chief Executive Officer Raymond Santarelli, General Counsel and Corporate Secretary Narisa Sasitorn, Deputy General Counsel Stephen Holden, Deputy General Counsel Toni Brown, Chief Administrative Officer Robert Hicks, Chief Operating Officer James White, Chief Financial Officer Jack Stief, Chief, Public Safety Kyle Anderson, Director, Corporate Communications John Rink, General Manager, PATCO Rohan Hepkins, Assistant General Manager, PATCO Sheila Milner, Administrative Coordinator, OGC Elizabeth Saylor, Administrative Coordinator, OGC

CALL TO ORDER Chairman Boyer called the meeting of the Labor Committee of the Delaware River Port Authority to order at 10:30 a.m. and asked the Corporate Secretary to call the roll.

ROLL CALL

The following Commissioners were present, constituting a quorum: Chairman Boyer, Frattali, Murphy, Fentress, Garganio and DiAntonio.

Page 1 of 2 OPEN SESSION

Chairman Boyer announced that the Committee would be meeting in Executive Session and requested Corporate Secretary Mr. Santarelli to provide a description of the matters to be discussed. Mr. Santarelli stated that the general subjects to be discussed in Executive Session included labor updates and the status of personnel actions. Commissioner Frattali moved to meet in Executive Session and Commissioner Garganio seconded the motion. All Commissioners in attendance voted to approve the motion. The Labor Committee Meeting moved into Executive Session at 10:31a.m.

EXECUTIVE SESSION

The Committee met in Executive Session.

Commissioner DiAntonio moved to close Executive Session and Commissioner Fentress seconded the motion. All Commissioners in attendance voted to approve the motion and the Committee moved back into Open Session at 10:40 a.m.

OPEN SESSION

Chairman Boyer stated that there was one (1) item for Open Session.

1) Eastern States Transportation Network Conference (ESTN) Update

Chief Administrative Officer Brown gave a brief update on the Eastern States Transportation Network Conference. She stated that the DRPA has participated in the conference for many years, discussing transportation-related issue with other transportation agencies on the East Coast. Ms. Brown stated that the DRPA has now been asked to host this year’s conference. The conference will take place in November 2018 at the Westin in Mt. Laurel, New Jersey. CEO Hanson will be the conference’s key note speaker. The conference will have breakout sessions on subjects related to public safety, human resources and engineering. Small and minority business issues will also be on the agenda. Ms. Brown advised that she will come back to the Committee in August with the finalized conference agenda.

ADJOURNMENT

With no further business, Commissioner Fentress moved to adjourn the meeting and Commissioner Frattali seconded the motion. All Commissioners in attendance voted to approve the motion and the meeting adjourned at 10:43 a.m.

Page 2 of 2

UNFINISHED BUSINESS

SUMMARY STATEMENT Second Posting of Two Consecutive Posts

ITEM NO.: DRPA-18-050 SUBJECT: Amendment of the By-Laws

COMMITTEE: Unfinished Business

COMMITTEEMEETINGDATE: N/A

BOARD INTRODUCTION DATE: June 20, 2018

BOARD ACTION DATE:

PROPOSAL: ToamendtheDRPABy-Laws.

PURPOSE: To make By-Laws amendments amending Section III to clarify officers of the Authority and amending Section IX to clarify scheduling of Standing Committee Meetings and to add the Audit and Labor Committees as Standing Committees.

BACKGROUND: That the By-Laws are amended consistent with the attached Exhibit “A”.

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: N/A Other Parties Involved: N/A DRPA-18-050 Unfinished Business: June 20, 2018 Board Date: June 20, 2018 Amendment of the By-Laws

RESOLUTION

RESOLVED: That the Board adopts the By-Law amendment attached hereto as Exhibit “A.”

RESOLVED: Staff is directed to effect these approved amendments.

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: N/A Other Parties Involved: N/A PROPOSAL TO AMEND THE BYLAWS

I. Proposed Amendment No. 1

Section III of the Bylaws shall be amended as follows:

The phrase “Counsel, one from the Commonwealth of Pennsylvania and one from the State of New Jersey” is replaced with “General Counsel.”

To add that the General Counsel and Corporate Secretary may, in the discretion of the Board of Commissioners, be one and the same person.

Section IV(G) shall be amended to delete its content and insert the following:

General Counsel

The General Counsel is the legal adviser to the Authority and shall furnish opinions, advice, counsel, and representation in all legal matters, including those required, from time to time, by the Board of Commissioners. In the performance of these duties, the General Counsel is authorized to use such staff and retain such outside counsel in accordance with policies and/or guidelines established by the Board of Commissioners.

II. Proposed Amendment No. 2

Section IX of the Bylaws shall be amended as follows:

Incorporate the following: Standing Committees of the Board shall meet as necessary. The Board shall schedule dates and times for regular meetings of Standing Committees when adopting its annual calendar in accordance with Section VI.B.3(b) of these Bylaws.

Add the Audit and Labor Committees as Standing Committees: F. Audit Committee

The Audit Committee shall consist of at least three (3) and no more than six (6) members of the Board who are independent of Authority operations. The Audit Committee shall meet at least four (4) times per year.

Audit Committee members shall be prohibited from being an employee of the Authority or an immediate family member of an employee of the Authority. In addition, Audit Committee members shall not engage in any private business transactions with the Authority or receive compensation from any private entity that has a material business relationship with the Authority, or be an immediate family member of an individual that engages in private business transactions with the Authority or receives compensation from an entity that has material business relationships with the Authority.

The Audit Committee shall have duties and responsibilities related to: (a) the external auditors and required financial and performance audits; (b) the Authority’s internal auditors; (c) oversight of management’s internal controls, compliance, and risk assessment practices; (d) special investigations, forensic audits, and whistleblower policies; and (e) miscellaneous issues related to the financial practices and performance of the Authority.

The Audit Committee shall have the following duties and responsibilities:

1. Oversee the work of any internal or external auditor employed or retained by the Authority.

2. Recommend to the Board the appointment and compensation of internal and external auditors, experts, and other advisors as the Audit Committee may deem appropriate.

3. Develop objectives for audits of the Authority and pre-approve all auditing services.

4. Conduct or authorize audits or investigations into any matters within its scope of responsibility, including specific approval on an annual audit plan and any amendments to such plan.

5. Resolve any disagreements between the Authority and its internal or external auditors.

6. Ensure that the Audit Committee has unrestricted access to company personnel and documents, while maintaining all applicable privileges.

7. Enact and review the procedures for the receipt, retention, and treatment of complaints received by the Authority regarding accounting, internal accounting controls, or auditing matters that may be submitted by any party internal or external to the organization.

8. Evaluate whether the Authority has in place the necessary and appropriate processes that will provide the Audit Committee members with adequate information from the Authority in order for them to be well informed with respect to the Authority’s financial operations and performance. G. Labor Committee

The Labor Committee shall consist of such number of members (including a Chair and Vice Chair) as shall be appointed from time to time, in addition to the ex officio members.

The Labor Committee shall have general oversight of matters relating to represented and non-represented employees, including but not limited to collective bargaining agreements, labor management negotiations, labor/employee relations and non-represented employee issues.

NEW BUSINESS

SUMMARY STATEMENT

ITEM NO.: DRPA-18-066 SUBJECT: Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEEMEETINGDATE: N/A

BOARDACTIONDATE: June20,2018

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-18-066 New Business: June 20, 2018 Board Date: June 20, 2018 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 (VALUED BETWEEN $25,000 - $100,000) – June 20, 2018 DRPA

Item# Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 1 Clean Venture, Inc. One (1) Year Contract $47,300.00 Competitive Formal Bid- On June 1. Clean Venture, Inc. 1. $47,300.00 Revenue Fund Clayton, NJ Renewal for Hazardous 22, 2016, the Board approved Clayton, NJ and Bio-Hazardous DRPA SS&RES DRPA-16-076 for Waste Removal, IFB B0006391- Two (2) Year 2. All State Power Vac 2. No Bid Disposal and Contract for Hazardous and Bio- Rahway, NJ Emergency Response Hazardous Waste Removal, Service for all DRPA Disposal, and Emergency Services bridge facilities. Note: at DRPA Facilities. The original Due to different/unique bid included a firm-fixed option to waste streams renew for one (1) additional year. generated from DRPA The requirement was originally bridge operations publicly advertised and issued to versus the PATCO rail fourteen (14) prospective bidders line, some of the waste on May 10, 2016. Two (2) bids materials are only were received and publicly opened managed in certain on Tuesday, May 31, 2016. Based states and contractors on pricing and satisfaction with the are only licensed in vendor's performance, Purchasing specific states where the recommends awarding the one (1) waste can be legally year contract renewal option. managed. DRPA and PATCO hazardous waste materials must be contracted and administered separately.

2 TyrrellTech, Inc Purchase of One (1) Oki $31,205.00 Competitive Formal Bid - Invitation 1. TyrrellTech, Inc. 1. $31,205.00 General Fund Laurel, MD ColorPaint Traffic for Bid DRPA-09-2018 was publicly Laurel, MD Printer, OKI Model M- advertised and issued to twenty 64S with Nikkalite Traffic (20) prospective bidders. Three (3) 2. Martain Supply 2. $36,794.00 Media bids were received and publicly Baltimore, MD opened on May 15, 2018. 3. Crew Image System 3. No Bid Sewell, NJ

3 Dell Marketing LP Renewal of the LawSoft $28,364.15 In accordance with New Jersey 1. Dell Marketing LP 1. $28,364.15 Revenue Fund Round Rock, TX maintenance agreement State Contract #89850, Index # M- Round Rock, TX which provides software 0003 upgrades and support for the Public Safety Department's computer- aided dispatch system. CONSIDERATION OF PENDING DRPA CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – June 20, 2018 DRPA

Item # Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 4 ABC Supply Co., Inc. Purchase of Various $25,464.08 Competitive Formal Bid - Invitation 1. ABC Supply Co., Inc. 1. $25,464.08 General Fund Camden, NJ ATAS Roof Materials for for Bid DRPA-12-2018 was publicly Camden, NJ the Walt Whitman advertised and issued to ten (10) Bridge prospective bidders. Five (5) bids 2. American Architectual Metal 2. $31,515.54 were received and publicly opened Manufacturers on May 24, 2018. Allentown, PA

3. Stelwagon Roofing Supply 3. $52,999.06 Philadelphia, PA

4. ACR Metal 4. No Bid Allentown, PA

5. Englert Inc. 5. No Bid Perth Amboy, NJ

5 Lindsay Transportation Purchase of thirty-two $25,920.00 Sole Source Provider - see 1. Lindsay Transportation 1. $25,920.00 Revenue Fund Solutions (32) 300 Series attached Sole Source Justification Solutions Omaha, NE Permanent Barrier Memo marked as "Exhibit 1". Omaha, NE Blocks at the Commodore Barry Bridge

DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, June 20, 2018 9:00 a.m.

One Port Center Board Room Camden, NJ

John T. Hanson, Chief Executive Officer

PATCO BOARD

PORT AUTHORITY TRANSIT CORPORATION BOARD MEETING

Wednesday, June 20, 2018 at 9:00 a.m. One Port Center, 11th Floor, Board Room Camden, New Jersey

ORDER OF BUSINESS

1. Roll Call

2. Public Comment

3. Report of the General Manager – June 2018

4. Approval of May 16, 2018 Board Meeting Minutes

5. Monthly List of Previously Approved Payments of May 2018

6. Monthly List of Previously Approved Purchase Orders and Contracts of May 2018

7. Approval of Operations & Maintenance Committee Meeting Minutes of June 12, 2018

8. Adopt Resolutions Approved by Operations & Maintenance Committee of June 12, 2018

PATCO-18-016 Contract No. PATCO-63-2018, PATCO Substation DC Upgrades

PATCO-18-017 PA Speaker Replacement

PATCO-18-018 Backup Generator Program – Ashland Station

PATCO-18-019 Collingswood Station Cameras and Emergency Call Boxes Hardwiring Project

9. Unfinished Business

PATCO-18-015 AmendmentoftheBy-Laws(2nd Posting)

10. New Business

PATCO-18-020 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

11. Executive Session

12. 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.

June 20, 2018

To the Commissioners:

The following is a summary of recent PATCO activities, with supplemental information attached.

HIGHLIGHTS

End of an Era – On Sunday, June 10, rail fans young and old rode PATCO’s last four legacy cars as they made their final trips before being shipped to Alstom to be refurbished.

PATCO had sponsored a contest through social media for an opportunity to ride in the front seats to catch a last glimpse of the great view through the front window of the train. The social media and traditional media buzz brought some of our original passengers back to PATCO. The news media joined in the celebration and provided positive coverage for this milestone.

General Manager’s Report – for June 20, 2018 Meeting

COMMUNITY

Alex’s Lemonade Stands – As part of the PATCO Cares initiative, PATCO employees volunteered to man “Alex’s Lemonade Stands” at Lindenwold, Ashland, Woodcrest, and Ferry Avenue Stations. In just one afternoon, thanks to our generous customers, we raised $1,616 to fund research to fight pediatric cancer ($87 more than last year). In our friendly rivalry among employees, Sylvia Cuevas continues her reign as the most effective fund raiser, working with Station Supervisor Brian Joyce at our Ashland Station.

Collingswood May Fair – On May 26, Collingswood hosted their annual May Fair, which drew a crowd of approximately 50,000. PATCO greeted a constant flow of folks, providing schedules for those traveling by train as well as answering questions. Many of the visitors inquired about PATCO’s Reduced Fare Program and the hours when the Service Center at Woodcrest is available to sign up; they were also pleased to hear of the elevator construction program that is already under way at Collingswood and Haddonfield Stations. Some asked about PATCO’s plan for the FREEDOM card to be used at SEPTA’s new Key card fare gates, and many inquired about the status of repair work at Westmont Station.

SERVICE

On-Time Performance – In May, 2018, we had scheduled 5,642 trips. Our on-time performance was 97.75% for the month and 96.26% for the Year to Date. We achieved 100% on-time performance for 16 weekday evenings, ending the month with 8 in a row.

General Manager’s Report – for June 20, 2018 Meeting

100.00% 2018 vs 2017 On-Time Performance 99.00% 2017 2018 98.00%

97.00%

96.00%

95.00%

94.00%

93.00%

92.00%

91.00%

90.00%

A summary of the causes of delay incidents in May is provided below. Most incidents affected only one or two trains. Causes of Delay Incidents - May, 2018

Transit Operations, 2%

Public Safety Issues, 5% Other, 11%

Equipment Defect, 58%

Trespasser, 9% Doors 10 Fault 7 Brake/Comp 5 Passenger Issues, 5% Misc. 10

W&P Track - Wayside, 2% W&P Elec - Signal - Radio, 4% Lack of Equipment, 4%

Availability of Transit Equipment – PATCO closely monitors the availability of equipment to meet the needs of our peak service customers. If we are short of equipment in the morning, when we can, we would operate a four-car rather than a six-car consist for one train. Otherwise our policy is to annul one Woodcrest Local and convert a Lindenwold Express to a Local to serve all the customers along the line.

DAILY LOADLINE CAR REQUIREMENT May 2018

A.M. RUSH HOUR (72 CARS REQUIRED ) P.M. RUSH HOUR (72 CARS REQUIRED )

Days Consist Requirement Days Consist Requirement Achieved 21 95.45% Achieved 20 90.91% Days Consist Requirement Days Consist Requirement Not Achieved 1 4.55% Not Achieved 2 9.09% TOTAL DAYS 22 TOTAL DAYS 22

A.M. RUSH HOUR P.M. RUSH HOUR CAR REQUIREMENT CAR REQUIREMENT EFFICIENCY EFFICIENCY

4.55%

9.09%

95.45% 90.91%

Days Consist Requirement Achieved Days Consist Requirement Not Achieved Days Consist Requirement Achieved Days Consist Requirement Not Achieved

General Manager’s Report – for June 20, 2018 Meeting

STEWARDSHIP

Escalators / Elevators –

 Availability –Availability of elevators was 99.93% for the month and 99.45% for the year to date.

Availability of all escalators was 93.36% for the month and 95.88% for the year to date. Beginning on May 7, repairs to the Westmont head house required that the escalator be taken out of service. If one recalculates the escalator outage without including that escalator, escalator availability was 99.09% for the month.

 Performance of Preventive Maintenance - Monthly preventive maintenance was performed on all available escalators and elevators in May.

Monthly Preventive Maintenance - 2018 100%

95% Escalators - 14 Units 90% Elevators - 11 units 85% In May, the west head house structure at Westmont was being repaired. To ensure 80% the safety of our customers during this 75% construction project , the escalator in that head house was taken out of service 70% and therefore not available for routine preventive maintenance. 65%

60% Jan. Feb. March April May June July Aug. Sept. Oct. Nov. Dec. Escalators - Preventive Maintenance Performed Elevators - Preventive Maintenance Performed

General Manager’s Report – for June 20, 2018 Meeting

FINANCE

PATCO Income year to date (through 4/30/2018) amounted to $9,110,450, compared with a Budget Anticipated Income of $8,926,111, a favorable variance of $184,339 (+2.07%).

Operating expense during April, 2018 amounted to $4,328,374, compared with a Budget Anticipated Expense of $4,798,997, a favorable variance of $470,623 or 9.81%. Year to date expenses totaled $17,520,357, compared with a Budget Anticipated Expense of $19,262,033, a favorable variance of $1,741,676 or 9.04%.

During the month of April PATCO experienced a Net Operating Loss (excluding rental and non-recurring charges) of $1,986,053. Total Cumulative Loss year to date (excluding rental and non-recurring charges) equaled $8,409,907. Total Cumulative Loss year to date (including Lease Rental charges) equaled $10,450,571.

Net Transit Loss (including lease expense) for the month ending 4/30/2018 was $2,496,220.

Year to Date through 4/30/2018 2018 2018 Through April 30, 2018 Budget Actual Variance Income $8,926,111 $9,110,450 $184,339 F Expenses $19,262,033 $17,520,357 $1,741,676 F Operating Ratio .4634 .52

Passengers 3,454,784 3,484,558 29,774 F Car Miles 1,562,274 1,595,104 32,830

PERSONNEL TRANSACTIONS

The following personnel transactions occurred in May, 2018:

NAME POSITION DEPT. DATE

APPOINTMENT(S) - None

APPOINTMENT(S) – TEMPORARY - None

PROMOTION(S) - None

TITLE CHANGES - None

UPGRADE - None

General Manager’s Report – for June 20, 2018 Meeting

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Frederick C. Linett, Jr. From: Electrical Foreman Way & Power NJ To: Acting Manager, Power Way & Power 4/24/18 – 5/13/2018 Signals & Communications

Joseph N. Christina From: Money Room Supervisor Passenger Services NJ To: Acting Manager, Passenger Services 5/19/2018 – 5/28/2018 Passenger Services

TRANSFER(S) – PATCO / DRPA - None

TRANSFERS - None

RESIGNATION(S) - None

RETIREMENT(S)

Thomas J. Zamorski Purchasing Agent Purchasing 5/04/2018 PA

DECEASED – None

PURCHASING & MATERIAL MANAGEMENT

During the month of May, 175 purchase orders were issued with a total value of $457,084. Of the $29,883 in monthly purchases where minority vendors could have served PATCO needs, $3,313 was awarded to MBEs and $6,827 to WBEs. The $10,140 total MBE/WBE purchases in May represent 2.2% of the total spent and 33.9% of the purchases available to MBE/WBEs.

TRANSIT SERVICES

Ridership – As a result of the recent fare collection system upgrade, ridership data for May is not yet available; it will be reported in next month’s report.

FARE COLLECTION

System Upgrade - Technology is constantly changing. We are committed to keep our system secure and running properly.

From May 24 to May 28, the Fare Collection System completed the largest system upgrade since the initial implementation of the system in 2007. The hardware and software that runs the Automated Fare Collection System was upgraded along with the databases and operating systems which run the central computing for the fare system. The scope of the upgrade was so large that four 4 days were needed to convert the system.

Much of the upgrade is invisible to our customers, because it had to do with operating and security systems which allow us to keep the fare collection system environment safe and meet the next level of Payment Card Industry General Manager’s Report – for June 20, 2018 Meeting

Data Security Standards. The upgrade also allows us to move ahead with planned projects such as the much anticipated SEPTA integration.

SEPTA Integration – For months, PATCO has been working with SEPTA on an interoperability project which would allow PATCO FREEDOM card registered customers to use their cards on SEPTA’s new contactless card readers. In anticipation of SEPTA no longer accepting paper transfers as of the 1st of August, we have been busy working and testing the integration. At the end of June / early July, 50 “pilot” customers will be selected to test the integrated system. These customers will be issued a new FREEDOM card, called a SHARE card, with the necessary programming to allow the SEPTA readers to allow access. This new interoperable system will be account based, similar to E-ZPass. Once the PATCO Pilots give the thumbs up, we will roll the new card out to others who wish to enjoy the convenience of one card for two system.

MAINTENANCE

The following significant maintenance initiatives progressed in May:

 Eleven (11) rebuilt motors are available for installation as needed. Ten (10) are under inbound test and seventy-eight (78) motors are in the overhaul process, including 15 at Swiger Coil, 41 at RAM, 7 at WALCO, 3 at Sherwood and 12 pending outbound shipment.  We established a goal of 50 truck overhauls in 2018. Twenty (20) have been assembled so far, with six (6) more in progress.  Five (5) rebuilt gearboxes are currently available. One (1) wheelset is assembled and ready for truck building. Sixty-four (64) gearboxes are at vendors for repair with 23 at UTC and 21 at Penn Machine. Sole source procurement of damaged internal parts is progressing.  In May the combined efforts of both shifts accomplished scrubs (intensive interior cleaning) on 62 cars; we also completed 186 exterior washes.  Overhaul of the shop continues. o The DC switchgear project contract had been awarded and the kick-off meeting was held. We are still awaiting materials that have long lead times. o The turntable project is currently being reviewed to include with a future hoist project.  Alstom Engineering has submitted a report regarding the status of Car 1023 as a follow-up to the incident in which an electrical conduit that was knocked into the trackway, resulting in significant arc-flash damage to the car. PATCO/LTK are reviewing the report, which details the scope of work needed to make repairs.  Car overhaul – We now have 94 overhauled cars on-site, 92 of which have been conditionally accepted. Alstom continues to work on issues involving couplers, HVAC starting resistors, right side cab window (9 cars awaiting replacement), communications, battery/low voltage power (2 cars awaiting modification), and bypass switches.  Testing and troubleshooting of the wayside monitoring and diagnostic system is on hold awaiting resolution of a communications issue. On-site troubleshooting will be a joint effort between Alstom, Quester Tangent, PATCO/LTK, and other subsystem suppliers. The WMDS system testing is expected to resume toward the end of August, 2018.  The new SCADA power installation was completed at PATCO’s Center Tower.  Installation of Locust Interlocking’s 2R Skate enclosure began this month.  Mainline track resurfacing operations were performed along #1 track between Wood and Haddon Interlockings.  Temporary structural repairs were applied to Westmont Station’s west head house. General Manager’s Report – for June 20, 2018 Meeting

 The 91W frog at West Crest Interlocking and the 15W frog at Market Interlocking were welded/repaired.  Stations were inspected and maintenance was performed.  Right of way, switch, and signal inspections were performed.  Relay testing and repairs at interlockings and substations were performed.  Substation breaker maintenance was performed.  Staff participated in the NJ state crane testing certification.  Staff participated in track rail welding training; certifications were provided.  Stations, subway tunnels, and parking lots were relamped as necessary.  Support services were provided as required for the following projects: o Maintenance and repairs of escalators and elevators o Westmont Viaduct project – provided flagging and scheduling o Lindenwold Yard capital project – provided flagging and scheduling o Haddonfield Elevator project – provided flagging and scheduling o BFB Bicycle Ramp – provided flagging and scheduling

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 – May, 2018

DATE: June 4, 2018

1. Safety Services 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 (total of 61 people trained):

PATCO NUMBER DATE CONTRACTOR CONTRACT PROJECT/WORK AREA IN NO. ATTENDANCE 05/07/18 Accountants for You Transit Ambassadors 3 Contract Lindenwold Yard 05/07/I18 CTI 2 #14N Rehab. Contract Lindenwold Yard 05/07/18 HNTB 3 #14N Rehab. Contract Lindenwold Yard 05/07/18 ML Ruberton 1 #14N Rehab. Contract Lindenwold Yard 05/07/18 RCC of South Jersey 1 #14N Rehab. Contract Lindenwold Yard 05/07/18 Ray Angelini, Inc. 1 #14N Rehab. 05/07/18 E-Plus ASA Replacement 5 05/07/18 Haztek, Inc. Contract 12-I Elevator Installation 1 05/07/18 JCI Fire Alarm System 2 05/07/18 Perry Associates Temporary Custodian 1 BF-46- 05/07/18 South State BFB South Walkway 1 2016(R) 05/14/18 Accountants for You Transit Ambassadors 2

PATCO NUMBER DATE CONTRACTOR CONTRACT PROJECT/WORK AREA IN NO. ATTENDANCE 05/14/18 Perry Associates Temporary Custodian 1 Contract Lindenwold Yard 05/14/18 RCC of South Jersey 2 #14N Rehab. 2018 PATCO Biennial 05/14/18 Remington and Vernick 7 Inspections 05/14/18 Urban Engineers EG5405 BFB Decorative Lighting 2 05/14/18 Vitetta Architects GN-0009-18 BFB Masonry Rehab. 1 05/14/18 Vertical Access GN-0009-18 BFB Masonry Rehab. 3 05/21/18 A2B Technologies PATCO Media/Ads 4 Custodians, 05/21/18 PATCO Summer Interns 8 Groundskeepers, Clerks 2018 PATCO Biennial 05/21/18 Remington & Vernick 2 Inspections Woodcrest Parking Lot 05/21/18 Remington & Vernick 57-2016 1 Rehab. 05/21/18 Vitetta Architects GN-0009-18 BFB Masonry Rehab. 3 Custodial and 05/29/18 Temporary Custodian 1 Accountants 2018 BFB Biennial 05/29/18 Modjeski and Masters 3 Inspection

Training Coordinated/Conducted by DRPA Safety

PATCO NUMBER DATE CONTRACTOR CONTRACT PROJECT/WORK AREA IN NO. ATTENDANCE Toll Collectors, W&P 05/21/18 DRPA Summer Interns 29 Custodians/Grounds 05/23/18 DRPA Summer Interns C&M and Fleet 23 05/24/18 DRPA Summer Interns Clerical Staff 20

Drug & Alcohol Tests – for May 2018 Random Drug only 8 Random Alcohol only 0 Random Drug & Alcohol 2 Reasonable Suspicion Drug only 0 Reasonable Suspicion Alcohol only 0 Post-Accident 0 TOTAL TESTS COMPLETED 10

2. Internal PATCO Safety Activities:

 Attended BF-46-2016(R), BFB South Walkway, Pedestrian and Bicycle Ramp Safety Meeting, May 1st, 2018  Attended PATCO #28-2007 Westmont Viaduct Rehabilitation Progress Meetings, May 1st and May 17th, 2018  Attended PATCO Bi-Weekly Staff Meetings, May 1st, 15th, and 29th, 2018  Participated in PATCO Evacuation Reporting Conference Call, May 1st, 2018  Attended BF-46-2016(R), BFB South Walkway, Pedestrian and Bicycle Ramp Progress Meetings, May 2nd, 16th, and 30th, 2018  Participated in NJDOT State Safety Oversight Meeting, May 3rd, 2018  Conducted Way & Power Department Audit on May 3rd, 2018  Attended Leadership Sessions, May 3rd, 17th and 31st, 2018  Attended meeting with OIG, May 4th, 2018  Conducted Equipment Department and Storeroom Audits on May 4th, 2018  Attended Lindenwold Yard and Viaduct Rehabilitation, Contract No. 14-N, Progress Meetings, May 7th and May 30th, 2018  Attended 13th Annual FTA Drug and Alcohol National Program Conference, Ft. Lauderdale, Fl, May 7th through May 10th, 2018  Attended PATCO Directors’ Meetings, May 8th and 22nd, 2018  Coordination of Medical Surveillance Testing for PATCO Equipment Departments’ Day and Night Shifts, May 9th, 10th, and 17th, 2018  Attended DRPA Contract 12-I, Elevator Installation Project Bi-Weekly Progress Meetings, May 9th and 23rd, 2018  Attended PATCO Pedestrian Bridges and Tunnels Rehabilitation, Ferry Avenue, Haddonfield, Ashland and Lindenwold, Contract #3-D, Progress Meeting, May 9th, 2018  Attended Labor Management Meeting, May 15th, 2018  Supervised After-Hours Drug Test, May 15th, 2018  Participated in Discipline Committee Meeting, Train Operator Stopping Short of Station, May 16th, 2018  Conducted and participated in Rules Compliance Audit, Way & Power, May 17th, 2018  Conducted and participated in Rules Compliance Audit, Transit Services, May 17th, 2018  Attended Senior Staff Meeting, May 18th, 2018  Attended PATCO Track Resurfacing Meeting, Contract No. 21-F, May 24th, 2018  Participated with TRA in Review of Audit Checklist, May 24th, 2018

 Attended Alex’s Lemonade Stand Preparation Meeting, May 30th, 2018  Participated in Rules Compliance Discussion, May 30th, 2018

3. Internal DRPA Safety Activities:

 Attended BRB Meeting with Highway Foremen, May 1st, 2018  Attended BRB Painting Phase I Progress Meetings, May 2nd, 16th, and 30th, 2018  Participated in VIP Bridge Tour, May 3rd, 2018  Conducted WWB Shop Safety Inspections, May 3rd, 10th, 15th, 25th, and 29th, 2018  Conducted CBB Shop Safety Inspections, May 3rd, 11th, 18th, 24th and 31st, 2018  Attended OSHA 3115 Fall Protection Training, Rutgers School of Public Health, May 7th through May 9th, 2018  Attended 2018 C&M Managers’ Meeting, May 7th, 2018  Attended BFB Quarterly Safety Power Hour, May 8th, 2018  Attended BRB Safety Power Hour, May 9th, 2018  Attended CBB Workplace Safety meeting, May 10th, 2018  Attended BRB Progress Meeting, May 10th, 2018  Attended BRB Weekly Staff Meeting, May 11th and 18th, 2018  Attended BFB Contractor Safety Briefing, May 14th, 2018  Participated in Predictive Solutions Conference Call, May 14th, 2018  Attended WWB Administration Building Emergency Generator Replacement Progress Meetings, WW-26-2016, May 15th and 29th, 2018  Attended BRB Painting Phase II Progress Meeting, May 15th, 2018  Attended BFB 2018 Biennial Inspection Progress Meeting, May 15th, 2018  Attended 2018 CBB Biennial Progress Meeting, May 16th, 2018  Conducted DRPA Safety Budget Review, May 19th, 2018  Attended Transit Rail Incident Investigation Training, Chicago, IL, May 21st through May 25th, 2018  Conducted DRPA CBB Drug Testing, May 21st, 2018  Conducted Summer Intern Orientation for Toll Collectors, May 21st, 2018  Conducted Summer Intern Orientation for W&P Custodians/Groundskeepers, May 21st, 2018  Attended BFB Slate Belt Visit, May 22nd, 2018  Attended WWB Progress Meeting, May 22nd, 2018  Attended BFB Project Status Meeting, May 22nd, 2018  Conducted Summer Intern Orientation for C&M and Fleet, May 22nd, 2018  Conducted Summer Intern Orientation for Clerical Staff, May 24th, 2018  Attended WWB Safety Sub-Committee Meeting, May 29th, 2018  Reviewed various Health and Safety plans from contractors who were awarded construction and/or design projects during the month of May.  Reviewed and commented on various Engineering Technical and Special Provisions documents for future DRPA projects. Conducted various site safety visits and inspections at DRPA Non-OCIP construction projects at the four bridges.

4. Joint PATCO/DRPA Safety Activities:

 Conducted and participated in weekly PATCO Contractor Safety Briefings on May 7th, 14th, 21st, and 29th, 2018  Conducted and participated in monthly SACC/Joint Workplace Committee meeting, May 10th, 2018  Attended Bridge Director’s Meeting with Safety Risk Management and Fleet Management, May 16th, 2018  Attended and participated in monthly Central Safety and Health Committee Meeting, May 23rd, 2018

5. Joint PATCO/DRPA Safety Outside Agency Involvement.

None.

PATCO BOARD MINUTES

PORT AUTHORITY TRANSIT CORPORATION

BOARD MEETING

Southeastern Pennsylvania Transportation Authority 1234 Market Street Philadelphia, PA Wednesday, May 16, 2018

PRESENT Pennsylvania Commissioners Ryan Boyer, Chairman of the Board Joseph Martz (via telephone) Donna Powell Sean Murphy, Esq. (for Pennsylvania Auditor General Eugene DePasquale) Robert Borski, Esq. (for Pennsylvania Treasurer Joseph Torsella; via telephone)

New Jersey Commissioners Jeffrey Nash, Esq., Vice Chairman of the Board Aaron Nelson (for Ricardo Taylor) Frank DiAntonio (via telephone) Bruce Garganio (via telephone) Charles Fentress

DRPA/PATCO Staff John Hanson, Chief Executive Officer, DRPA / President, PATCO Maria Wing, Deputy Chief Executive Officer Raymond J. Santarelli, General Counsel and Corporate Secretary Stephen Holden, Deputy General Counsel Narisa Sasitorn, Deputy General Counsel James White, Chief Financial Officer Christina Maroney, Director, Strategic Initiatives Toni P. Brown, Chief Administrative Officer Robert P. Hicks, Chief Operating Officer David Aubrey, Acting Inspector General John Rink, General Manager, PATCO Rohan Hepkins, Assistant General Manager, PATCO Mark Ciechon, Director of Finance, PATCO Richard Mosback, Director, Procurement DRPA/PATCO William Shanahan, Director, Government Relations Barbara Holcomb, Director, Government Grants Tonyelle Cook-Artis, Manager, Government Relations Michael Venuto, Chief Engineer

Page 1 of 5 DRPA/PATCO Staff (Continued) Kyle Anderson, Director, Corporate Communications Darlene Callands, Manager, Community Relations Jack Stief, Chief of Police, Public Safety Valerie P. Bradford, Bridge Director, Benjamin Franklin and Betsy Ross Bridges Lawrence Walton, Bridge Director, Walt Whitman and Commodore Barry Bridges Sheila Milner, Administrative Coordinator, Corporate Secretary, OGC Elizabeth Saylor, Administrative Coordinator, Corporate Secretary, OGC Dawn Whiton, Executive Assistant to the CEO and Deputy CEO

Others Present Craig Ambrose, Associate Counsel, New Jersey Governor’s Authorities Unit Nedia Ralston, Director, Pennsylvania Governor’s Office (Southeast Region) Christopher Gibson, Esq., Archer & Greiner (New Jersey Counsel) Alan Kessler, Esq., Duane Morris LLP (Pennsylvania Counsel) Jessica Priselac, Esq., Duane Morris LLP (Pennsylvania Counsel) Simeon Poles, Esq., Duane Morris LLP David Dix, President, Luminous Strategies Joseph Selgrade, Director of Logistics, National Multiple Sclerosis Society Meghan McNamee, Development Logistics Manager, National Multiple Sclerosis Society Michael Devlin, Chairman, Citizens Advisory Committee Daniel McCardle, Citizens Advisory Committee member Tyrone Westley, Citizens Advisory Committee member Benjamin Saracco, Citizens Advisory Committee member Matthew Zapson, Citizens Advisory Committee member Stephen Benigno, Citizens Advisory Committee member Lea Fortunato, Citizens Advisory Committee member Tom Jordan, Citizens Advisory Committee member Larry Davis, Citizens Advisory Committee member Kathy Venuti, Citizens Advisory Committee member Alan Becker, prospective Citizens Advisory Committee Reggie Haynes, prospective Citizens Advisory Committee member Pamela Mack-Brooks, prospective Citizens Advisory Committee member

OPEN SESSION

Notice The Corporate Secretary announced that, pursuant to its by-laws, public notice of this meeting of the PATCO Board of Commissioners had been given by posting proper notice in the lobby at One Port Center and by issuing proper notice to the public and news media.

Page 2 of 5 Roll Call Chairman Boyer called the meeting to order at 6:16 p.m. and asked that the Corporate Secretary call the roll. The following Commissioners were present, constituting a quorum: Chairman Boyer, Vice Chairman Nash, Martz, Borski, Powell, Garganio, Murphy, DiAntonio, Nelson and Fentress.

Public Comment There was no public comment.

Report of the General Manager General Manager Rink stated that his report stood as previously submitted. Commissioner Fentress moved to approve the General Manager’s Report and Commissioner Murphy seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the General Manager’s Report. The motion carried.

Approval of the April 18, 2018 PATCO Board Meeting Minutes Chairman Boyer stated that the Minutes of the April 18, 2018 PATCO Board Meeting were previously provided to the Governors of New Jersey and Pennsylvania and to the PATCO Commissioners. There were no comments on or corrections to the Minutes. Commissioner Fentress moved to approve the Minutes and Commissioner Murphy seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Receipt and Filing of the Previously Approved List of Payments Covering the Month of April 2018 and the Previously Approved List of Purchase Orders and Contracts Covering the Month of April 2018 Chairman Boyer stated that the Lists of Previously Approved Payments covering the month of April 2018 and the List of Previously Approved Purchase Orders and Contracts covering the month of April 2018 were previously provided to all Commissioners. There were no questions or comments on the Lists. Commissioner Nelson moved to receive and file the Lists and Commissioner Powell seconded the motion. All Commissioners in attendance voted in the affirmative. The motion carried.

Approval of Operations & Maintenance Committee Meeting Minutes of May 1, 2018 Chairman Boyer stated that the Minutes of the May 1, 2018 Operations & Maintenance Committee Meeting were previously provided to all Commissioners. There were no comments or corrections on the Minutes. Commissioner Fentress moved to approve the Minutes and Commissioner Murphy seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Page 3 of 5 Adoption of Resolutions Approved by the Operations & Maintenance Committee on May 1, 2018 Chairman Boyer stated that there were two (2) Resolutions from the April 3, 2018 Operations & Maintenance Committee Meeting and introduced the Resolutions for consideration:

PATCO-18-012 PATCO SCADA and CTC Network Upgrades

Commissioner Fentress moved to approve Resolution PATCO-18-012 and Commissioner Murphy seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Resolution. The motion carried.

PATCO-18-013 2018 City to Shore Bike MS Event at Woodcrest Station

Commissioner Fentress moved to approve Resolution PATCO-18-013 and Commissioner Murphy seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Resolution. The motion carried.

Unfinished Business There was no Unfinished Business.

New Business Chairman Boyer reported that there were two (2) items of New Business for consideration, and introduced the following resolutions:

PATCO-18-014 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

Commissioner Fentress moved to approve the Resolution PATCO-18-014 and Commissioner Murphy seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Resolution. The motion carried.

PATCO-18-015 Amendmentof the By-Laws (1st Posting)

Commissioner Nelson moved to adopt Resolution PATCO-18-015, Amendment of the By-Laws (1st Posting), and Commissioner Murphy seconded the motion. There were no questions or comments on the Resolution. All Commissioners in attendance voted in the affirmative to adopt the Resolution. The motion carried.

Page 4 of 5 Adjournment With no further business, Commissioner Fentress moved to adjourn and Commissioner Powell seconded the motion. All Commissioners in attendance voted to approve the motion and the PATCO meeting was adjourned at 6:21p.m.

Respectfully Submitted,

Raymond J. Santarelli, Esquire General Counsel and Corporate Secretary

Page 5 of 5

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS

Port Authority Transit Corporation Monthly List Of Previously Approved Payments 05/01/18 through 05/31/18 Meeting Date 06/20/18

Vendor Name Item Description Resolution # / Authorization Amount ARBILL INDUSTRIES INC 1st Aid & Safety Equipment 25KTHRES 615.37 BURLINGTON SAFETY LAB. 1st Aid & Safety Equipment 25KTHRES 2,486.63 CL PRESSER CO 1st Aid & Safety Equipment 25KTHRES 105.00 GLOBAL EQUIPMENT CO. 1st Aid & Safety Equipment 25KTHRES 424.53 MCMASTER-CARR SUPPLY COMPANY 1st Aid & Safety Equipment 25KTHRES 105.69 NEW PIG CORP 1st Aid & Safety Equipment 25KTHRES 268.80 PENDERGAST SAFETY EQUIPMENT CO 1st Aid & Safety Equipment 25KTHRES 601.20 SUPREME SAFETY, INC 1st Aid & Safety Equipment 25KTHRES 633.00 1st Aid & Safety Equipment Total 5,240.22 G & M PRINTWEAR Advertising - Marketing 25KTHRES 600.00 PAPER MART INC Advertising - Marketing 25KTHRES 70.73 Advertising - Marketing Total 670.73 SIMPLEXGRINNELL LP Annual Life Safety System Inspection & Testing P-18-009 48,468.00 Annual Life Safety System Inspection & Testing Total 48,468.00 DUNBAR ARMORED INC. Armored Car Services D-14-093 455.43 DUNBAR ARMORED INC. Armored Car Services P-12-024 8,623.34 Armored Car Services Total 9,078.77 BRUCES COLLISION CENTER Auto Body/Access. Parts 25KTHRES 6,667.77 Auto Body/Access. Parts Total 6,667.77 KAESER COMPRESSORS Auto Maint/Repair & Parts 25KTHRES 2,780.13 Auto Maint/Repair & Parts Total 2,780.13 OLIVER COMMUNICATIONS GROUP INC. Backup Generator Program (Center Tower, P-17-020 29,466.78 Backup Generator Program (Center Tower, Total 29,466.78 ERICO INTERNATIONAL CORPORATION Buildings Grounds & Maint. P-17-039 900.38 GENERAL CHEMICAL AND SUPPLY Buildings Grounds & Maint. 25KTHRES 126.00 HOMELAND INDUSTRIAL SUPPLY Buildings Grounds & Maint. 25KTHRES 823.64 MKG SALES ASSOCIATES, INC. Buildings Grounds & Maint. 25KTHRES 499.88 MORTON SALT INC. Buildings Grounds & Maint. D-17-070 7,964.96 Buildings Grounds & Maint. Total 10,314.86 GLENN ASSOCIATES INC Cleaning Materials 25KTHRES 567.00 Cleaning Materials Total 567.00 STAPLES ADVANTAGE Computer Access. & Supplies 25KTHRES 1,059.45 Computer Access. & Supplies Total 1,059.45 A & L SEPTIC SERVICES Contract Service Expense 25KTHRES 670.00 COUNTY CONSERVATION COMPANY, LLC Contract Service Expense 25KTHRES 90.00 CUMMINS-ALLISON CORP. Contract Service Expense 25KTHRES 362.00 ONE CALL CONCEPTS Contract Service Expense 25KTHRES 86.25 READING CRANE Contract Service Expense 25KTHRES 1,100.00 REPUBLIC SERVICES Contract Service Expense P-17-016 1,464.00 SEPTA Contract Service Expense P-14-016 136,367.55 TAB INC. Contract Service Expense 25KTHRES 300.00 TERMINIX Contract Service Expense 25KTHRES 375.00 WASTE MANAGEMENT OF NEW JERSEY, INC Contract Service Expense 25KTHRES 1,627.58 Contract Service Expense Total 142,442.38 BILLOWS ELEC SUPPLY CO INC Direct Materials 25KTHRES 99.50 HOME DEPOT CREDIT SERVICES Direct Materials 25KTHRES 2,737.16 LOWE'S Direct Materials 25KTHRES 173.80 Direct Materials Total 3,010.46 GRAINGER Electrical & Signal Parts 25KTHRES 35.70 NEWARK ELEMENT 14 Electrical & Signal Parts 25KTHRES 214.54 Electrical & Signal Parts Total 250.24 COLONIAL ELECTRIC SUPPLY Electrical Components & Parts 25KTHRES 2,406.92 DIGI-KEY CORPORAITON Electrical Components & Parts 25KTHRES 1,021.27 ELECTRONIC CONNECTIONS INTERNATIONA Electrical Components & Parts 25KTHRES 782.50 FOTRONIC CORPORATION/TEST EQUIPMENT Electrical Components & Parts 25KTHRES 52.00 FRANKLIN - GRIFFITH, LLC Electrical Components & Parts 25KTHRES 1,487.47 K.C. ELECTRONICS DISTRIBUTORS, INC. Electrical Components & Parts 25KTHRES 444.04 LIBERTY ELECTRONICS, INC Electrical Components & Parts 25KTHRES 186.10 PEMBERTON ELECTRICAL SUPPLY COMPANY Electrical Components & Parts 25KTHRES 2,234.82 Electrical Components & Parts Total 8,615.12 ELECTRO WIRE Electrical Equipment & Supplies 25KTHRES 7,190.00 FASTENAL COMPANY Electrical Equipment & Supplies 25KTHRES 613.33 LINDLEY ELECTRIC SUPPLY Electrical Equipment & Supplies 25KTHRES 22.50 MARLAC ELECTRONICS, A DIV.OF SYSCOM Electrical Equipment & Supplies 25KTHRES 118.75 Electrical Equipment & Supplies Total 7,944.58 ATLANTIC CITY ELECTRIC Electricity Expense Utility 15.77 DIRECT ENERGY BUSINESS Electricity Expense Utility 13,385.49 PSE&G CO. Electricity Expense Utility 4,553.05 SEPTA Electricity Expense Utility 92.87 Electricity Expense Total 18,047.18 AFLAC Employee Payroll Deductions NONE 10,551.39 TREASURER - STATE OF NEW JERSEY Employee Payroll Deductions NONE 44,340.15 VOYA FINANCIAL Employee Payroll Deductions NONE 46,062.52 Employee Payroll Deductions Total 100,954.06 CUBIC TRANSPORTATION SYSTEMS Fare Collection Equipment P-16-027 5,618.70 JAMAICA BEARINGS CO INC. Fare Collection Equipment 25KTHRES 407.19 K.C. ELECTRONICS DISTRIBUTORS, INC. Fare Collection Equipment 25KTHRES 239.85 TEAM ONE REPAIR, INC. Fare Collection Equipment 25KTHRES 1,178.28 Fare Collection Equipment Total 7,444.02 AALL AMERICAN FASTENERS Fasteners 25KTHRES 2,364.68 APPLIED INDUSTRIAL TECHNOLOGIES Fasteners 25KTHRES 1,311.43 CL PRESSER CO Fasteners 25KTHRES 85.00 GKY INDUSTRIES Fasteners 25KTHRES 459.80 HILTI INC Fasteners 25KTHRES 79.47 MF SUPPLY Fasteners 25KTHRES 399.37 SHALLCROSS BOLT AND SPECIALTIES CO. Fasteners 25KTHRES 711.70 ULINE, INC Fasteners 25KTHRES 402.47 Fasteners Total 5,813.92 INTERNAL REVENUE SERVICE Federal/FICA Payroll Taxes NONE 428,235.57 Federal/FICA Payroll Taxes Total 428,235.57 CUBIC TRANSPORTATION SYSTEMS FREEDOM Card Service Center Operations P-16-026 24,556.42 FREEDOM Card Service Center Operations Total 24,556.42 M S C INDUSTRIAL SUPPLY CO. INC. Fuel/Oil/Grease 25KTHRES 414.75 REIT LUBRICANTS CO. Fuel/Oil/Grease 25KTHRES 344.34 SOUTH JERSEY WELDING SUPPLY CO Fuel/Oil/Grease 25KTHRES 261.77 TRI-STATE INDUSTRIAL DISTRIB. OF NJ Fuel/Oil/Grease 25KTHRES 428.38 Fuel/Oil/Grease Total 1,449.24 PENN MACHINE COMPANY LLC Gearbox Rebuild P-14-015 41,912.36 RAM INDUSTRIAL SERVICES, LLC Gearbox Rebuild P-16-018 123,205.00 UTC/RAS Gearbox Rebuild P-14-015 13,531.36 Gearbox Rebuild Total 178,648.72 SYMETRA LIFE INSURANCE COMP. Group Life & Accident Insurance Payable D-17-074 33,416.82 Group Life & Accident Insurance Payable Total 33,416.82 CAMDEN TOOL Hand Tools 25KTHRES 821.00 CL PRESSER CO Hand Tools 25KTHRES 421.67 EHMKE MANUFACTURING COMPANY, INC. Hand Tools 25KTHRES 1,456.54 M S C INDUSTRIAL SUPPLY CO. INC. Hand Tools 25KTHRES 299.74 MCMASTER-CARR SUPPLY COMPANY Hand Tools 25KTHRES 88.51 SNAP-ON INDUSTRIAL Hand Tools 25KTHRES 3,911.37 TRI-STATE INDUSTRIAL DISTRIB. OF NJ Hand Tools 25KTHRES 430.45 UNITED REFRIGERATION, INC. Hand Tools 25KTHRES 81.48 WHARTON HARDWARE & SUPPLY Hand Tools 25KTHRES 142.38 WINZER CORPORATION Hand Tools 25KTHRES 109.35 Hand Tools Total 7,762.49 INDCO INC Hardware & Related 25KTHRES 38.85 TRI-STATE INDUSTRIAL DISTRIB. OF NJ Hardware & Related 25KTHRES 44.40 Hardware & Related Total 83.25 OMNI FINISHING Hose/Access: Industrial 25KTHRES 45.00 Hose/Access: Industrial Total 45.00 TRI-DIM FILTER CORPORATION HVAC 25KTHRES 444.52 HVAC Total 444.52 JOHNSTONE SUPPLY Industrial Gases 25KTHRES 10,772.57 Industrial Gases Total 10,772.57 CUBIC TRANSPORTATION SYSTEMS Install Elevators Remaining Stations P-18-002 464,626.80 Install Elevators Remaining Stations Total 464,626.80 A & A GLOVE & SAFETY CO. Janitorial Supplies 25KTHRES 734.25 GENERAL CHEMICAL AND SUPPLY Janitorial Supplies 25KTHRES 372.63 INDCO INC Janitorial Supplies 25KTHRES 1,340.50 Janitorial Supplies Total 2,447.38 AMERIHEALTH INSURANCE COMPANY Medical Insurance D-17-058 178,537.59 DELTA DENTAL OF NEW JERSEY, INC. Medical Insurance D-17-059 7,125.39 Medical Insurance Total 185,662.98 AUTOMATION AIDS, INC. Office Equipment 25KTHRES 520.00 STAPLES ADVANTAGE Office Equipment 25KTHRES 147.45 Office Equipment Total 667.45 W.B. MASON CO. INC Office Supplies D-17-085 970.61 Office Supplies Total 970.61 W.B. MASON CO. INC Other Office Expenses D-17-037 546.04 Other Office Expenses Total 546.04 HALE TRAILER BRAKE & WHEEL, INC. Other Vehicle Supplies 25KTHRES 1,254.86 Other Vehicle Supplies Total 1,254.86 PA DEPT OF REVENUE PA Payroll Taxes NONE 11,975.40 PA Payroll Taxes Total 11,975.40 APPLIED MAINTENANCE SUPPLIES AND Paint-Coatings 25KTHRES 160.12 INDCO INC Paint-Coatings 25KTHRES 56.00 LAWSON PRODUCTS Paint-Coatings 25KTHRES 73.28 SHERWIN-WILLIAMS Paint-Coatings 25KTHRES 306.00 TRI-STATE INDUSTRIAL DISTRIB. OF NJ Paint-Coatings 25KTHRES 132.96 Paint-Coatings Total 728.36 NETQ MULTIMEDIA CO. Passenger Info & Messaging System (PIMS) P-17-024 400,000.00 Passenger Info & Messaging System (PIMS) Total 400,000.00 EPLUS TECHNOLOGY, INC. PATCO Switch & Firewall Replacement D-18-038 23,995.00 PATCO Switch & Firewall Replacement Total 23,995.00 PATCO - Payroll Account Payroll For Accounting Period NONE 1,443,019.47 Payroll For Accounting Period Total 1,443,019.47 PNC BANK P-CARD P-Card Purchases NONE 15,153.74 P-Card Purchases Total 15,153.74 PA STATE EMPLOYEES RETIREMENT SYSTE Pension & Benefits NONE 37,140.50 Pension & Benefits Total 37,140.50 CITY OF PHILADELPHIA Philadelphia Payroll Taxes NONE 5,833.26 Philadelphia Payroll Taxes Total 5,833.26 GKY INDUSTRIES Plumbing Equipment & Supplies 25KTHRES 62.50 HAJOCA CORP Plumbing Equipment & Supplies 25KTHRES 50.73 MCMASTER-CARR SUPPLY COMPANY Plumbing Equipment & Supplies 25KTHRES 8.67 TRI-STATE DISTRIBUTORS OF NJ Plumbing Equipment & Supplies 25KTHRES 40.50 TRI-STATE INDUSTRIAL DISTRIB. OF NJ Plumbing Equipment & Supplies 25KTHRES 73.50 Plumbing Equipment & Supplies Total 235.90 LAWMEN SUPPLY CO. OF NJ Police Equipment & Supplies 25KTHRES 674.88 RAY ALLEN MANUFACTURING, LLC Police Equipment & Supplies 25KTHRES 624.54 Police Equipment & Supplies Total 1,299.42 FEDERAL EXPRESS CORP. Postage Expenses 25KTHRES 258.02 Postage Expenses Total 258.02 UNITED STATES POSTAL SERVICE Prepaid Postage 25KTHRES 1,500.00 Prepaid Postage Total 1,500.00 BENEFIT HARBOR, LP Professional Fees - Consulting D-17-077 2,314.00 Professional Fees - Consulting Total 2,314.00 STEVENS & LEE Professional Fees - Labor Relations D-17-086 2,039.20 Professional Fees - Labor Relations Total 2,039.20 IMX MEDICAL MANAGEMENT SVCS, INC. Professional Fees - Medical 25KTHRES 1,543.00 US REGIONAL OCCUPATIONAL HEALTH II Professional Fees - Medical D-14-103 2,911.75 Professional Fees - Medical Total 4,454.75 ACADACA, LLC Professional Services P-18-005 25,000.00 CERTIFIED SPEEDOMETER SERVICE Professional Services 25KTHRES 227.50 Professional Services Total 25,227.50 PECO ENERGY Purchased Power NONE 51,327.34 Purchased Power Total 51,327.34 Y-PERS, INC. Rags, Shop Towels 25KTHRES 2,362.50 Rags, Shop Towels Total 2,362.50 OLIVER COMMUNICATIONS GROUP INC. Reconfigure Finance Office Space in Lind 25KTHRES 4,980.00 Reconfigure Finance Office Space in Lind Total 4,980.00 GEORGE BARRETT Refund 25KTHRES 10.40 JILL STEWART Refund 25KTHRES 10.00 MARLENE TALASNIK Refund 25KTHRES 23.90 MISHAYUM KHOJA Refund 25KTHRES 36.00 PHILIP MILLER Refund 25KTHRES 43.44 SARAH GROOME Refund 25KTHRES 12.00 ZEBA RAISA SHAH Refund 25KTHRES 12.00 Refund Total 147.74 EAST COAST EVENT RENTAL LLC Rental Expenses - Other 25KTHRES 202.80 Rental Expenses - Other Total 202.80 JOSEPH FAZZIO INC. Repairs and Maintenance - Other 25KTHRES 856.90 Repairs and Maintenance - Other Total 856.90 UCHENNA ANOSIKE AND VICTOR ANOSIKE Reserve for Self Insurance 25KTHRES 5,000.00 Reserve for Self Insurance Total 5,000.00 AMERIHEALTH INSURANCE COMPANY Retiree Medical Insurance D-17-058 30,322.80 DELTA DENTAL OF NEW JERSEY, INC. Retiree Medical Insurance D-17-059 133.34 UNITED HEALTHCARE Retiree Medical Insurance D-17-075 45,520.32 Retiree Medical Insurance Total 75,976.46 HORIZON BLUE CROSS BLUE SHIELD OF N Retiree Medical Prescription Insurance D-17-076 20,102.02 Retiree Medical Prescription Insurance Total 20,102.02 SEPTA SEPTA Transfer Payable NONE 295,916.25 SEPTA Transfer Payable Total 295,916.25 GRAINGER Sign Material/Making Equipment 25KTHRES 118.08 Sign Material/Making Equipment Total 118.08 EFFECTIVE CONTROLS EAST Steam & Hot Water Access. 25KTHRES 285.38 Steam & Hot Water Access. Total 285.38 CUBIC TRANSPORTATION SYSTEMS System Admin. Support for AFC System P-17-006 26,937.70 System Admin. Support for AFC System Total 26,937.70 TEAMSTERS HEALTH & WELFARE Teamsters Health and Welfare P-16-013 305,696.97 Teamsters Health and Welfare Total 305,696.97 TEAMSTER PENSION FUND Teamsters Pension D-16-013 109,181.52 Teamsters Pension Total 109,181.52 TEAMSTERS LOCAL UNION 676 Teamsters Union Dues NONE 13,428.00 Teamsters Union Dues Total 13,428.00 VERIZON Telephone & Telecom Expense Utility 274.77 Telephone & Telecom Expense Total 274.77 ACCOUNTANTS FOR YOU Temporary Services D-17-062 4,359.02 AJILON PROFESSIONAL STAFFING Temporary Services D-17-062 6,312.96 CONTROLS AND AUTOMATION CONSULTANTS Temporary Services D-17-062 3,218.85 LARRY K. YATES Temporary Services 25KTHRES 3,040.00 PERRY RESOURCES Temporary Services D-17-062 7,246.08 Temporary Services Total 24,176.91 KAESER COMPRESSORS Testing and Inspection Fees 25KTHRES 717.50 Testing and Inspection Fees Total 717.50 TIRE-TECH, INC. Tires and Tubes 25KTHRES 61.00 Tires and Tubes Total 61.00 ERICO INTERNATIONAL CORPORATION Track & Right of Way Maint P-17-039 478.52 RAILS COMPANY Track & Right of Way Maint 25KTHRES 8,380.00 Track & Right of Way Maint Total 8,858.52 SWIGER COIL SYSTEMS Traction Motor Rebuilds P-16-018 110,346.53 WALCO ELECTRIC COMPANY Traction Motor Rebuilds P-16-018 9,461.00 Traction Motor Rebuilds Total 119,807.53 CITY OF PHILADELPHIA Training Course Fees 25KTHRES 100.00 Training Course Fees Total 100.00 ACCOUNTANTS FOR YOU Transit Ambassadors P-16-003 25,051.50 Transit Ambassadors Total 25,051.50 APPLIED INDUSTRIAL TECHNOLOGIES Transit Car Equipment-Mechanical 25KTHRES 206.00 BARTUK HOSE & HYDRAULICS Transit Car Equipment-Mechanical 25KTHRES 1,120.32 BOMBARDIER MASS TRANSIT CORP Transit Car Equipment-Mechanical P-16-039 22,473.08 DUROX CO Transit Car Equipment-Mechanical 25KTHRES 3,892.68 FRANKLIN - GRIFFITH, LLC Transit Car Equipment-Mechanical 25KTHRES 57.20 FRANKLIN FIBRE-LAMITEX CORP. Transit Car Equipment-Mechanical 25KTHRES 3,297.60 M S C INDUSTRIAL SUPPLY CO. INC. Transit Car Equipment-Mechanical 25KTHRES 261.00 MAC PRODUCTS, INC Transit Car Equipment-Mechanical 25KTHRES 5,519.50 MCMASTER-CARR SUPPLY COMPANY Transit Car Equipment-Mechanical 25KTHRES 39.16 SHAMONG MFG. COMPANY Transit Car Equipment-Mechanical 25KTHRES 858.00 TRI-STATE DISTRIBUTORS OF NJ Transit Car Equipment-Mechanical 25KTHRES 158.00 UKM TRANSIT PRODUCTS, INC. Transit Car Equipment-Mechanical P-17-039 831.25 WABTEC GLOBAL SERVICES Transit Car Equipment-Mechanical P-17-038 49,158.09 WABTEC PASSENGER TRANSIT Transit Car Equipment-Mechanical P-18-008 42,170.90 WESTCODE INC. Transit Car Equipment-Mechanical 25KTHRES 102.27 WHARTON HARDWARE & SUPPLY Transit Car Equipment-Mechanical 25KTHRES 82.11 Transit Car Equipment-Mechanical Total 130,227.16 Christina I. Ogunsuyi Travel Expenses 25KTHRES 1,194.55 Travel Expenses Total 1,194.55 UNIFIRST CORPORATION Uniform Cleaning Expense P-15-015 3,986.43 WILSON CLEANERS & DYERS Uniform Cleaning Expense 25KTHRES 75.56 Uniform Cleaning Expense Total 4,061.99 A & A GLOVE & SAFETY CO. Uniform Expense 25KTHRES 221.50 A&A SALES ASSOCIATES, LLC Uniform Expense 25KTHRES 138.00 AMERICAN UNIFORMS SALES, INC. Uniform Expense 25KTHRES 140.00 NORTHSTAR INDUSTRIAL SUPPLY, LLC Uniform Expense 25KTHRES 88.35 PNC BANK P-CARD Uniform Expense NONE 1,162.73 QUIKSTITCH EMBROIDERY Uniform Expense 25KTHRES 405.50 SLATE BELT SAFETY Uniform Expense 25KTHRES 185.00 STROUD SAFETY APPAREL Uniform Expense 25KTHRES 7,685.00 WITMER PUBLIC SAFETY GROUP Uniform Expense 25KTHRES 2,378.20 Uniform Expense Total 12,404.28 SHI INTERNATIONAL CORP Upgrade of CPA Payment Software 25KTHRES 1,029.33 Upgrade of CPA Payment Software Total 1,029.33 HUNTER TRUCK SALES & SERVICE Vehicle Parts for Repairs 25KTHRES 279.55 NAPA AUTO PARTS Vehicle Parts for Repairs D-17-014 3,506.64 Vehicle Parts for Repairs Total 3,786.19 EXPERTPAY CHILD SUPPORT Wage Attachment NONE 11,044.29 NEW JERSEY FAMILY SUPPORT PAYMENT Wage Attachment NONE 1,200.00 Wage Attachment Total 12,244.29 CITY OF CAMDEN Water & Sewer Expense Utility 295.63 CITY OF PHILA Water & Sewer Expense Utility 6,048.51 LINDENWOLD SEWER UTILITY Water & Sewer Expense Utility 291.76 NEW JERSEY AMERICAN WATER Water & Sewer Expense Utility 2,877.93 Water & Sewer Expense Total 9,513.83 T. SLACK ENVIRONMENTAL SERVICES Water Testing Services D-17-024 750.00 Water Testing Services Total 750.00 Grand Total 4,992,379.92 * D indicates a DRPA resolution * P indicates a PATCO resolution

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS & CONTRACTS

PATCO Monthly List of Previously Approved Purchase Order Contracts MAY 2018

Purchasing Document Item Document Date Vendor/supplying plant Material Group Desc. Net Order Value

4500008012 1,012.28 4500008012 1 5/1/2018 100137 DIGI-KEY CORPORATION ELECTRON COMPON/PRTS 267.64 4500008012 2 5/1/2018 100137 DIGI-KEY CORPORATION ELECTRON COMPON/PRTS 744.64 4500008013 1,029.33 4500008013 1 5/1/2018 100530 SHI INTERNATIONAL CORP DATA PROC SRVS & SW 1,029.33 4500008014 2,801.58 4500008014 1 5/1/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00 4500008014 2 5/1/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00 4500008014 3 5/1/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00 4500008014 4 5/1/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00 4500008014 5 5/1/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 181.58 4500008015 57.00 4500008015 1 5/1/2018 100697 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM 57.00 4500008018 408.32 4500008018 1 5/2/2018 100868 ERICO INTERNATIONAL CORPORATION TRK&RHT OF WAY MAINT 408.32 4500008019 486.00 4500008019 1 5/2/2018 102084 MAYER ELECTRIC ELEC EQP/SUPP-NO CBL 486.00 4500008020 268.80 4500008020 1 5/2/2018 100318 NEW PIG CORP 1ST AID & SAFETY EQP 268.80 4500008021 332.40 4500008021 1 5/2/2018 100191 GKY INDUSTRIES FASTENERS 174.80 4500008021 2 5/2/2018 100191 GKY INDUSTRIES FASTENERS 13.00 4500008021 3 5/2/2018 100191 GKY INDUSTRIES FASTENERS 83.00 4500008021 4 5/2/2018 100191 GKY INDUSTRIES FASTENERS 61.60 4500008022 16,767.00 4500008022 1 5/2/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 16,767.00 4500008023 4,194.00 4500008023 1 5/2/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 4,194.00 4500008024 16,500.00 4500008024 1 5/2/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 16,500.00 4500008025 15,786.00 4500008025 1 5/2/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 15,786.00 4500008026 1,008.75 4500008026 1 5/2/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 91.50 4500008026 2 5/2/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 115.50 PATCO Monthly List of Previously Approved Purchase Order Contracts MAY 2018

4500008026 3 5/2/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 115.50 4500008026 4 5/2/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 91.50 4500008026 5 5/2/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 91.50 4500008026 6 5/2/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 91.50 4500008026 7 5/2/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 61.00 4500008026 8 5/2/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 61.00 4500008026 9 5/2/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 30.50 4500008026 10 5/2/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 30.50 4500008026 11 5/2/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 91.50 4500008026 12 5/2/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 45.75 4500008026 13 5/2/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 91.50 4500008027 8,140.00 4500008027 1 5/2/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 8,140.00 4500008028 8,351.00 4500008028 1 5/2/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 8,351.00 4500008029 21,101.00 4500008029 1 5/2/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 21,101.00 4500008030 19,575.00 4500008030 1 5/2/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 19,575.00 4500008031 4,487.00 4500008031 1 5/2/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 4,487.00 4500008032 4,337.00 4500008032 1 5/2/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 4,337.00 4500008033 414.75 4500008033 1 5/2/2018 100979 M S C INDUSTRIAL SUPPLY CO. INC. FUEL/OIL/GREASE 414.75 4500008034 454.80 4500008034 1 5/2/2018 101189 TRI-DIM FILTER CORPORATION TRAN CAR EQUIP-MECH 454.80 4500008038 31.47 4500008038 1 5/2/2018 100731 APPLIED INDUSTRIAL TECHNOLOGIES HAND TOOLS 31.47 4500008039 189.00 4500008039 1 5/2/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 63.00 4500008039 2 5/2/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 126.00 4500008040 330.00 4500008040 1 5/2/2018 100669 LINDLEY ELECTRIC SUPPLY ELECTRON COMPON/PRTS 330.00 4500008041 186.10 4500008041 1 5/3/2018 100279 LIBERTY ELECTRONICS, INC ELECTRON COMPON/PRTS 82.50 4500008041 2 5/3/2018 100279 LIBERTY ELECTRONICS, INC ELEC EQP/SUPP-NO CBL 103.60 4500008044 499.88 4500008044 1 5/3/2018 100296 MKG SALES ASSOCIATES, INC. BLDGS/GRNDS- MAINT. 499.88 PATCO Monthly List of Previously Approved Purchase Order Contracts MAY 2018

4500008045 366.84 4500008045 1 5/3/2018 100990 MARLAC ELECTRONICS, A DIV.OF SYSCOM COMP ACCESS./SUPP. 366.84 4500008046 157.16 4500008046 1 5/3/2018 100428 SOUTH JERSEY WELDING SUPPLY CO FUEL/OIL/GREASE 157.16 4500008047 155.52 4500008047 1 5/3/2018 100258 K.C. ELECTRONIC, DISTRIBUTORS INC. ELEC EQP/SUPP-NO CBL 155.52 4500008049 795.20 4500008049 1 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 42.60 4500008049 2 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 56.80 4500008049 3 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 14.20 4500008049 4 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 42.60 4500008049 5 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 42.60 4500008049 6 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 42.60 4500008049 7 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 28.40 4500008049 8 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 28.40 4500008049 9 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 28.40 4500008049 10 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 28.40 4500008049 11 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 14.20 4500008049 12 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 42.60 4500008049 13 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 56.80 4500008049 14 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 28.40 4500008049 15 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 14.20 4500008049 16 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 14.20 4500008049 17 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 28.40 4500008049 18 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 42.60 4500008049 19 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 71.00 4500008049 20 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 71.00 4500008049 21 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 28.40 4500008049 22 5/4/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 28.40 4500008053 48.36 4500008053 1 5/8/2018 100042 ALP INDUSTRIES INC 1ST AID & SAFETY EQP 48.36 4500008054 372.00 4500008054 1 5/8/2018 100729 ANSALDO STS USA, INC. TRK&RHT OF WAY MAINT 372.00 4500008055 168.00 4500008055 1 5/8/2018 100103 CL PRESSER CO HAND TOOLS 168.00 4500008056 1,749.00 4500008056 1 5/8/2018 100851 DUROX CO TRAN CAR EQUIP-MECH 1,749.00 4500008057 968.80 4500008057 1 5/8/2018 100231 INDCO INC JANITORIAL SUPPLIES 54.00 4500008057 2 5/8/2018 100231 INDCO INC JANITORIAL SUPPLIES 444.60 PATCO Monthly List of Previously Approved Purchase Order Contracts MAY 2018

4500008057 3 5/8/2018 100231 INDCO INC JANITORIAL SUPPLIES 78.00 4500008057 4 5/8/2018 100231 INDCO INC JANITORIAL SUPPLIES 15.00 4500008057 5 5/8/2018 100231 INDCO INC JANITORIAL SUPPLIES 198.00 4500008057 6 5/8/2018 100231 INDCO INC ELEC EQP/SUPP-NO CBL 179.20 4500008058 172.80 4500008058 1 5/8/2018 100963 KSL SUPPLIES INC. CLEANING MATERIALS 172.80 4500008059 40.00 4500008059 1 5/8/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO. FASTENERS 40.00 4500008060 336.96 4500008060 1 5/8/2018 100449 TEAM ONE REPAIR, INC. FARE COLLECTION EQP 336.96 4500008061 246.13 4500008061 1 5/8/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ FUEL/OIL/GREASE 49.80 4500008061 2 5/8/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ FUEL/OIL/GREASE 145.53 4500008061 3 5/8/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ PLUMBING EQP & SUPP 50.80 4500008062 106.00 4500008062 1 5/8/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 53.00 4500008062 2 5/8/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 53.00 4500008064 201.37 4500008064 1 5/8/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 27.56 4500008064 2 5/8/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 36.60 4500008064 3 5/8/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 62.39 4500008064 4 5/8/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 74.82 4500008065 151.60 4500008065 1 5/8/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 151.60 4500008066 185.70 4500008066 1 5/8/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING ACCESSORIES 185.70 4500008067 232.13 4500008067 1 5/8/2018 100289 MCMASTER-CARR SUPPLY COMPANY PLUMBING EQP & SUPP 8.12 4500008067 2 5/8/2018 100289 MCMASTER-CARR SUPPLY COMPANY TRAN CAR EQUIP-MECH 36.68 4500008067 3 5/8/2018 100289 MCMASTER-CARR SUPPLY COMPANY HAND TOOLS 79.35 4500008067 4 5/8/2018 100289 MCMASTER-CARR SUPPLY COMPANY 1ST AID & SAFETY EQP 107.98 4500008068 247.60 4500008068 1 5/8/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 247.60 4500008069 1,213.00 4500008069 1 5/8/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 102.00 4500008069 2 5/8/2018 101973 SUPREME SAFETY, INC ELEC EQP/SUPP-NO CBL 399.00 4500008069 3 5/8/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 640.00 4500008069 4 5/8/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 72.00 4500008073 1,659.30 PATCO Monthly List of Previously Approved Purchase Order Contracts MAY 2018

4500008073 1 5/8/2018 100449 TEAM ONE REPAIR, INC. FARE COLLECTION EQP 1,399.50 4500008073 2 5/8/2018 100449 TEAM ONE REPAIR, INC. FARE COLLECTION EQP 129.90 4500008073 3 5/8/2018 100449 TEAM ONE REPAIR, INC. FARE COLLECTION EQP 129.90 4500008075 956.50 4500008075 1 5/8/2018 100808 COLONIAL ELECTRIC SUPPLY CO.,INC. ELEC EQP/SUPP-NO CBL 850.00 4500008075 2 5/8/2018 100808 COLONIAL ELECTRIC SUPPLY CO.,INC. ELEC EQP/SUPP-NO CBL 106.50 4500008077 1,222.00 4500008077 1 5/8/2018 100386 RAILROAD TOOLS AND SOLUTIONS LLC TRK&RHT OF WAY MAINT 1,222.00 4500008078 957.60 4500008078 1 5/8/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 957.60 4500008079 109.55 4500008079 1 5/8/2018 101195 ULINE, INC OFFICE SUPPLIES 99.60 4500008079 2 5/8/2018 101195 ULINE, INC OFFICE SUPPLIES 9.95 4500008080 131.70 4500008080 1 5/9/2018 100697 A & A GLOVE & SAFETY CO. 1ST AID & SAFETY EQP 131.70 4500008081 121.55 4500008081 1 5/9/2018 100731 APPLIED INDUSTRIAL TECHNOLOGIES TRAN CAR EQUIP-MECH 121.55 4500008082 178.71 4500008082 1 5/9/2018 100915 HILTI INC FASTENERS 99.24 4500008082 2 5/9/2018 100915 HILTI INC FASTENERS 79.47 4500008083 483.08 4500008083 1 5/9/2018 100690 RG INDUSTRIES INC AIR COMPRES/ACCESS. 337.92 4500008083 2 5/9/2018 100690 RG INDUSTRIES INC AIR COMPRES/ACCESS. 145.16 4500008084 75.00 4500008084 1 5/9/2018 101353 UNITED REFRIGERATION, INC. HAND TOOLS 75.00 4500008085 112.53 4500008085 1 5/9/2018 100428 SOUTH JERSEY WELDING SUPPLY CO WELDING EQP & SUPP 112.53 4500008086 118.08 4500008086 1 5/9/2018 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 118.08 4500008087 64.24 4500008087 1 5/9/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 64.24 4500008088 265.60 4500008088 1 5/9/2018 100900 GRAINGER 1ST AID & SAFETY EQP 265.60 4500008089 167.94 4500008089 1 5/9/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING ACCESSORIES 102.96 4500008089 2 5/9/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING ACCESSORIES 64.98 4500008090 70.00 4500008090 1 5/9/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 35.00 4500008090 2 5/9/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 35.00 PATCO Monthly List of Previously Approved Purchase Order Contracts MAY 2018

4500008091 4,664.16 4500008091 1 5/10/2018 100458 THE HORNE PRODUCTS, INC. TRAN CAR EQUIP-MECH 4,664.16 4500008094 5,727.69 4500008094 1 5/10/2018 101316 UTC/RAS TRAN CAR EQUIP-MECH 5,727.69 4500008101 2,754.78 4500008101 1 5/11/2018 101232 WABTEC GLOBAL SERVICES TRANS CAR EQUIP-ELEC 2,754.78 4500008102 591.50 4500008102 1 5/11/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 70.00 4500008102 2 5/11/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 521.50 4500008103 72.63 4500008103 1 5/11/2018 100731 APPLIED INDUSTRIAL TECHNOLOGIES HAND TOOLS 72.63 4500008104 322.80 4500008104 1 5/11/2018 100103 CL PRESSER CO EPOXY FORMULATIONS 322.80 4500008105 379.20 4500008105 1 5/11/2018 100231 INDCO INC JANITORIAL SUPPLIES 379.20 4500008106 271.20 4500008106 1 5/11/2018 100963 KSL SUPPLIES INC. FLOOR MAINT. EQP 271.20 4500008107 403.20 4500008107 1 5/11/2018 100512 WHARTON HARDWARE & SUPPLY FUEL/OIL/GREASE 403.20 4500008109 2,493.32 4500008109 1 5/11/2018 101189 TRI-DIM FILTER CORPORATION HVAC 123.36 4500008109 2 5/11/2018 101189 TRI-DIM FILTER CORPORATION HVAC 62.88 4500008109 3 5/11/2018 101189 TRI-DIM FILTER CORPORATION TRAN CAR EQUIP-MECH 1,440.20 4500008109 4 5/11/2018 101189 TRI-DIM FILTER CORPORATION TRAN CAR EQUIP-MECH 866.88 4500008114 876.00 4500008114 1 5/11/2018 101309 PITNEY BOWES OFFICE EQUIPMENT 876.00 4500008115 9,504.00 4500008115 1 5/11/2018 100650 FRANKLIN FIBRE-LAMITEX CORP. TRAN CAR EQUIP-MECH 9,504.00 4500008116 393.12 4500008116 1 5/14/2018 100501 W.B. MASON CO. INC COOLERS/BTL WATER 393.12 4500008117 2,450.88 4500008117 1 5/14/2018 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 2,450.88 4500008118 360.80 4500008118 1 5/15/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 360.80 4500008119 321.24 4500008119 1 5/15/2018 100076 BRANDYWINE PACKAGING 1ST AID & SAFETY EQP 321.24 4500008120 621.00 4500008120 1 5/15/2018 100289 MCMASTER-CARR SUPPLY COMPANY ELECTRON COMPON/PRTS 621.00 4500008121 7,979.68 PATCO Monthly List of Previously Approved Purchase Order Contracts MAY 2018

4500008121 1 5/15/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 7,947.68 4500008121 2 5/15/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 3.50 4500008121 3 5/15/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 3.50 4500008121 4 5/15/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 25.00 4500008122 544.00 4500008122 1 5/15/2018 101131 SIEMENS RAIL AUTOMATION CORPORATION TRK&RHT OF WAY MAINT 544.00 4500008123 117.00 4500008123 1 5/15/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ ELECTRON COMPON/PRTS 18.00 4500008123 2 5/15/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ PAINT-COATINGS, ETC 99.00 4500008124 738.78 4500008124 1 5/15/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANYELEC EQP/SUPP-NO CBL 372.78 4500008124 2 5/15/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANYELEC EQP/SUPP-NO CBL 366.00 4500008125 83.40 4500008125 1 5/15/2018 102073 BISCO INDUSTRIES ELECTRON COMPON/PRTS 83.40 4500008126 1,166.39 4500008126 1 5/15/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 104.42 4500008126 2 5/15/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 105.90 4500008126 3 5/15/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 111.32 4500008126 4 5/15/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 153.05 4500008126 5 5/15/2018 100667 SNAP-ON INDUSTRIAL JANITORIAL SUPPLIES 234.54 4500008126 6 5/15/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 25.03 4500008126 7 5/15/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 59.15 4500008126 8 5/15/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 233.10 4500008126 9 5/15/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 139.88 4500008127 756.50 4500008127 1 5/15/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING ACCESSORIES 311.50 4500008127 2 5/15/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING ACCESSORIES 445.00 4500008128 391.20 4500008128 1 5/15/2018 102092 MARTEK INDUSTRIES, INC. ELEC&SIG PARTS/MAINT 391.20 4500008129 130.00 4500008129 1 5/15/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 130.00 4500008130 5,000.00 4500008130 1 5/16/2018 101097 RAILROAD CONSTRUCTION COMPANY OF SJ ENG & ASBESTOS SRVS 5,000.00 4500008138 1,584.15 4500008138 1 5/16/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 185.70 4500008138 2 5/16/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 56.85 4500008138 3 5/16/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 56.85 4500008138 4 5/16/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 113.70 4500008138 5 5/16/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 56.85 PATCO Monthly List of Previously Approved Purchase Order Contracts MAY 2018

4500008138 6 5/16/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 464.25 4500008138 7 5/16/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 371.40 4500008138 8 5/16/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 92.85 4500008138 9 5/16/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 185.70 4500008139 1,264.50 4500008139 1 5/16/2018 100987 PHILLYRUBBER.COM PLUMBING EQP & SUPP 1,264.50 4500008140 94.75 4500008140 1 5/16/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 94.75 4500008141 1,049.00 4500008141 1 5/16/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING ACCESSORIES 839.20 4500008141 2 5/16/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING ACCESSORIES 209.80 4500008143 4,197.00 4500008143 1 5/17/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 4,197.00 4500008144 694.65 4500008144 1 5/17/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 587.70 4500008144 2 5/17/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 106.95 4500008145 800.90 4500008145 1 5/17/2018 100191 GKY INDUSTRIES PLUMBING EQP & SUPP 30.25 4500008145 2 5/17/2018 100191 GKY INDUSTRIES FASTENERS 405.00 4500008145 3 5/17/2018 100191 GKY INDUSTRIES FASTENERS 16.95 4500008145 4 5/17/2018 100191 GKY INDUSTRIES FASTENERS 10.00 4500008145 5 5/17/2018 100191 GKY INDUSTRIES FASTENERS 50.00 4500008145 6 5/17/2018 100191 GKY INDUSTRIES HAND TOOLS 256.00 4500008145 7 5/17/2018 100191 GKY INDUSTRIES FARE COLLECTION EQP 10.50 4500008145 8 5/17/2018 100191 GKY INDUSTRIES FASTENERS 22.20 4500008148 695.09 4500008148 1 5/17/2018 100697 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM 176.46 4500008148 2 5/17/2018 100697 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM 235.28 4500008148 3 5/17/2018 100697 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM 123.80 4500008148 4 5/17/2018 100697 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM 65.10 4500008148 5 5/17/2018 100697 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM 61.90 4500008148 6 5/17/2018 100697 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM 32.55 4500008149 10,729.70 4500008149 1 5/17/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 82.50 4500008149 2 5/17/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 283.50 4500008149 3 5/17/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 630.00 4500008149 4 5/17/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 1,232.00 4500008149 5 5/17/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 2,900.00 4500008149 6 5/17/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 3,498.00 4500008149 7 5/17/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 405.00 PATCO Monthly List of Previously Approved Purchase Order Contracts MAY 2018

4500008149 8 5/17/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 1,440.00 4500008149 9 5/17/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 258.70 4500008150 6,517.00 4500008150 1 5/17/2018 100830 CUMMINS-ALLISON CORP. FARE COLLECTION EQP 6,517.00 4500008152 1,377.60 4500008152 1 5/17/2018 101719 WHITING CORPORATION MAINT/REPAIR-BLDG 1,377.60 4500008154 488.91 4500008154 1 5/18/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 383.85 4500008154 2 5/18/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 105.06 4500008155 159.43 4500008155 1 5/18/2018 100107 COIN ACCEPTORS FARE COLLECTION EQP 159.43 4500008159 567.00 4500008159 1 5/18/2018 100337 PAPER MART INC PAPER OFFCE/PRT SHOP 567.00 4500008160 1,400.00 4500008160 1 5/18/2018 101298 G A BLANCO & SONS INC. OFFICE EQUIPMENT 1,400.00 4500008161 1,739.20 4500008161 1 5/18/2018 100103 CL PRESSER CO HAND TOOLS 234.85 4500008161 2 5/18/2018 100103 CL PRESSER CO HAND TOOLS 159.30 4500008161 3 5/18/2018 100103 CL PRESSER CO HAND TOOLS 187.60 4500008161 4 5/18/2018 100103 CL PRESSER CO HAND TOOLS 210.45 4500008161 5 5/18/2018 100103 CL PRESSER CO HAND TOOLS 299.00 4500008161 6 5/18/2018 100103 CL PRESSER CO HAND TOOLS 323.00 4500008161 7 5/18/2018 100103 CL PRESSER CO HAND TOOLS 325.00 4500008162 3,200.00 4500008162 1 5/21/2018 102170 LARRY K. YATES MISC PROF SRVS 3,200.00 4500008164 4,768.00 4500008164 1 5/21/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 4,768.00 4500008165 10,471.84 4500008165 1 5/21/2018 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC 10,471.84 4500008166 10,471.84 4500008166 1 5/21/2018 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC 10,471.84 4500008167 10,471.84 4500008167 1 5/21/2018 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC 10,471.84 4500008168 10,471.84 4500008168 1 5/21/2018 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC 10,471.84 4500008169 10,471.84 4500008169 1 5/21/2018 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC 10,471.84 4500008170 1,225.00 4500008170 1 5/22/2018 100421 SHAMONG MFG. COMPANY TRAN CAR EQUIP-MECH 1,225.00 4500008171 3,975.46 PATCO Monthly List of Previously Approved Purchase Order Contracts MAY 2018

4500008171 1 5/22/2018 100458 THE HORNE PRODUCTS, INC. TRAN CAR EQUIP-MECH 614.18 4500008171 2 5/22/2018 100458 THE HORNE PRODUCTS, INC. TRAN CAR EQUIP-MECH 3,361.28 4500008182 56.60 4500008182 1 5/22/2018 100337 PAPER MART INC PAPER OFFCE/PRT SHOP 56.60 4500008184 3,588.70 4500008184 1 5/22/2018 100913 HELWIG CARBON PRODUCTS, INC. TRAN CAR EQUIP-MECH 3,588.70 4500008188 1,080.00 4500008188 1 5/22/2018 101472 CENTRAL POLY CORP. JANITORIAL SUPPLIES 1,080.00 4500008190 140.95 4500008190 1 5/22/2018 100103 CL PRESSER CO HAND TOOLS 77.50 4500008190 2 5/22/2018 100103 CL PRESSER CO HAND TOOLS 12.60 4500008190 3 5/22/2018 100103 CL PRESSER CO HAND TOOLS 26.55 4500008190 4 5/22/2018 100103 CL PRESSER CO OFFICE SUPPLIES 12.00 4500008190 5 5/22/2018 100103 CL PRESSER CO HAND TOOLS 12.30 4500008191 57.20 4500008191 1 5/22/2018 100644 FRANKLIN - GRIFFITH, LLC TRAN CAR EQUIP-MECH 57.20 4500008192 65.55 4500008192 1 5/22/2018 100289 MCMASTER-CARR SUPPLY COMPANY FUEL/OIL/GREASE 65.55 4500008193 336.63 4500008193 1 5/22/2018 100327 NORTON SANDBLASTING EQUIPMENT 1ST AID & SAFETY EQP 52.80 4500008193 2 5/22/2018 100327 NORTON SANDBLASTING EQUIPMENT 1ST AID & SAFETY EQP 90.63 4500008193 3 5/22/2018 100327 NORTON SANDBLASTING EQUIPMENT 1ST AID & SAFETY EQP 193.20 4500008197 198.00 4500008197 1 5/22/2018 100342 PENDERGAST SAFETY EQUIPMENT CO 1ST AID & SAFETY EQP 198.00 4500008198 5,758.84 4500008198 1 5/23/2018 101316 UTC/RAS TRAN CAR EQUIP-MECH 5,758.84 4500008199 5,758.84 4500008199 1 5/23/2018 101316 UTC/RAS TRAN CAR EQUIP-MECH 5,758.84 4500008200 5,758.84 4500008200 1 5/23/2018 101316 UTC/RAS TRAN CAR EQUIP-MECH 5,758.84 4500008202 313.24 4500008202 1 5/23/2018 100690 RG INDUSTRIES INC AIR COMPRES/ACCESS. 313.24 4500008203 27.56 4500008203 1 5/23/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 27.56 4500008204 477.72 4500008204 1 5/23/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 300.00 4500008204 2 5/23/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 56.76 4500008204 3 5/23/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 120.96 4500008205 12,595.45 PATCO Monthly List of Previously Approved Purchase Order Contracts MAY 2018

4500008205 1 5/23/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 12,595.45 4500008206 504.00 4500008206 1 5/23/2018 100963 KSL SUPPLIES INC. ELECTRON COMPON/PRTS 21.00 4500008206 2 5/23/2018 100963 KSL SUPPLIES INC. HAND TOOLS 168.00 4500008206 3 5/23/2018 100963 KSL SUPPLIES INC. TRAN CAR EQUIP-MECH 315.00 4500008207 571.50 4500008207 1 5/23/2018 100386 RAILROAD TOOLS AND SOLUTIONS LLC TRK&RHT OF WAY MAINT 571.50 4500008208 163.50 4500008208 1 5/23/2018 100837 DELL MARKETING L.P. OFFICE EQUIPMENT 163.50 4500008210 1,300.00 4500008210 1 5/23/2018 101917 IDVILLE AD/PROMO ITEMS 1,300.00 4500008211 1,300.00 4500008211 1 5/23/2018 101917 IDVILLE AD/PROMO ITEMS 1,300.00 4500008216 381.50 4500008216 1 5/23/2018 100191 GKY INDUSTRIES FASTENERS 12.00 4500008216 2 5/23/2018 100191 GKY INDUSTRIES BLDGS/GRNDS- MAINT. 357.00 4500008216 3 5/23/2018 100191 GKY INDUSTRIES FASTENERS 12.50 4500008218 5,758.84 4500008218 1 5/24/2018 101316 UTC/RAS TRAN CAR EQUIP-MECH 5,758.84 4500008222 106.00 4500008222 1 5/24/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 106.00 4500008223 28.00 4500008223 1 5/24/2018 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 28.00 4500008228 6,343.50 4500008228 1 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 86.10 4500008228 2 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 172.20 4500008228 3 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 28.70 4500008228 4 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 90.75 4500008228 5 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 90.75 4500008228 6 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 129.75 4500008228 7 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 183.40 4500008228 8 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 45.85 4500008228 9 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 258.30 4500008228 10 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 57.40 4500008228 11 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 145.20 4500008228 12 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 54.45 4500008228 13 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 18.15 4500008228 14 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 475.75 4500008228 15 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 137.55 4500008228 16 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 45.85 PATCO Monthly List of Previously Approved Purchase Order Contracts MAY 2018

4500008228 17 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 315.70 4500008228 18 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 172.20 4500008228 19 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 86.10 4500008228 20 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 163.35 4500008228 21 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 145.20 4500008228 22 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 36.30 4500008228 23 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 475.75 4500008228 24 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 320.95 4500008228 25 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 45.85 4500008228 26 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 28.70 4500008228 27 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 487.90 4500008228 28 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 229.60 4500008228 29 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 86.10 4500008228 30 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 36.30 4500008228 31 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 254.10 4500008228 32 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 163.35 4500008228 33 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 36.30 4500008228 34 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 173.00 4500008228 35 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 562.25 4500008228 36 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 458.50 4500008228 37 5/29/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 45.85 4500008229 13,538.00 4500008229 1 5/29/2018 100072 BOMBARDIER MASS TRANSIT CORPORATIONTRAN CAR EQUIP-MECH 13,538.00 4500008231 750.00 4500008231 1 5/29/2018 100129 DEBI DETWILER ASSOCIATES LLC AD/PROMO ITEMS 750.00 4500008233 972.25 4500008233 1 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 169.50 4500008233 2 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 169.50 4500008233 3 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 169.50 4500008233 4 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 80.50 4500008233 5 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 108.50 4500008233 6 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 175.00 4500008233 7 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 99.75 4500008234 500.00 4500008234 1 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 169.50 4500008234 2 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 84.75 4500008234 3 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 99.75 4500008234 4 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 46.00 4500008234 5 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 100.00 4500008236 314.00 PATCO Monthly List of Previously Approved Purchase Order Contracts MAY 2018

4500008236 1 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 59.90 4500008236 2 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 119.80 4500008236 3 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 31.95 4500008236 4 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 35.95 4500008236 5 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 26.40 4500008236 6 5/30/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 40.00 4500008237 133.20 4500008237 1 5/30/2018 100731 APPLIED INDUSTRIAL TECHNOLOGIES FUEL/OIL/GREASE 133.20 4500008238 212.89 4500008238 1 5/30/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 114.73 4500008238 2 5/30/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 98.16 4500008239 153.90 4500008239 1 5/30/2018 100103 CL PRESSER CO HAND TOOLS 4.80 4500008239 2 5/30/2018 100103 CL PRESSER CO TRAN CAR EQUIP-MECH 149.10 4500008243 19,308.00 4500008243 1 5/30/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 19,308.00 4500008245 8,084.00 4500008245 1 5/30/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 8,084.00 4500008248 5,401.00 4500008248 1 5/30/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 5,401.00 4500008250 16,706.00 4500008250 1 5/30/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 16,706.00 4500008251 4,077.00 4500008251 1 5/30/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 4,077.00 4500008252 4,077.00 4500008252 1 5/30/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 4,077.00 4500008253 12,187.00 4500008253 1 5/30/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 12,187.00 4500008254 456.96 4500008254 1 5/30/2018 100818 COOPER ELECTRIC SUPPLY CO. ELEC EQP/SUPP-NO CBL 144.00 4500008254 2 5/30/2018 100818 COOPER ELECTRIC SUPPLY CO. ELEC&SIG PARTS/MAINT 155.68 4500008254 3 5/30/2018 100818 COOPER ELECTRIC SUPPLY CO. ELEC&SIG PARTS/MAINT 65.28 4500008254 4 5/30/2018 100818 COOPER ELECTRIC SUPPLY CO. ELECTRON COMPON/PRTS 92.00 4500008256 4,768.00 4500008256 1 5/30/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 4,768.00 4500008257 135.00 4500008257 1 5/30/2018 100883 FOTRONIC CORPORATION/TEST EQUIPMENTELECTRON COMPON/PRTS 135.00 4500008258 4,487.00 4500008258 1 5/30/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 4,487.00 4500008259 393.12 PATCO Monthly List of Previously Approved Purchase Order Contracts MAY 2018

4500008259 1 5/30/2018 100501 W.B. MASON CO. INC COOLERS/BTL WATER 393.12 4500008260 309.50 4500008260 1 5/30/2018 100191 GKY INDUSTRIES FASTENERS 192.00 4500008260 2 5/30/2018 100191 GKY INDUSTRIES FASTENERS 57.50 4500008260 3 5/30/2018 100191 GKY INDUSTRIES TRAN CAR EQUIP-MECH 60.00 4500008262 64.32 4500008262 1 5/30/2018 100900 GRAINGER TRK&RHT OF WAY MAINT 64.32 4500008263 4,254.00 4500008263 1 5/30/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 4,254.00 4500008265 4,077.00 4500008265 1 5/30/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 4,077.00 4500008266 4,077.00 4500008266 1 5/30/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 4,077.00 4500008273 528.00 4500008273 1 5/30/2018 100207 HARRY'S SUPPLY LLC. ELEC&SIG PARTS/MAINT 528.00 4500008274 108.00 4500008274 1 5/30/2018 100231 INDCO INC JANITORIAL SUPPLIES 108.00 4500008275 71.80 4500008275 1 5/30/2018 100258 K.C. ELECTRONIC, DISTRIBUTORS INC. ELECTRON COMPON/PRTS 71.80 4500008276 199.20 4500008276 1 5/30/2018 101000 METRO HYDRAULIC JACK CO. FUEL/OIL/GREASE 199.20 4500008277 929.28 4500008277 1 5/30/2018 100690 RG INDUSTRIES INC AIR COMPRES/ACCESS. 929.28 4500008278 139.30 4500008278 1 5/30/2018 100428 SOUTH JERSEY WELDING SUPPLY CO WELDING EQP & SUPP 139.30 4500008283 826.80 4500008283 1 5/31/2018 100919 HOMELAND INDUSTRIAL SUPPLY BLDGS/GRNDS- MAINT. 826.80 4500008285 111.84 4500008285 1 5/31/2018 100979 M S C INDUSTRIAL SUPPLY CO. INC. HAND TOOLS 111.84 4500008287 101.80 4500008287 1 5/31/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ PLUMBING EQP & SUPP 34.00 4500008287 2 5/31/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ JANITORIAL SUPPLIES 67.80 4500008294 416.90 4500008294 1 5/31/2018 101189 TRI-DIM FILTER CORPORATION TRAN CAR EQUIP-MECH 416.90 4500008295 259.38 4500008295 1 5/31/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANYHAND TOOLS 58.50 4500008295 2 5/31/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANYELEC EQP/SUPP-NO CBL 200.88 4500008296 63.42 4500008296 1 5/31/2018 101195 ULINE, INC HAND TOOLS 63.42

BALANCE SHEET

PORT AUTHORITY TRANSIT CORPORATION

BALANCE SHEET April 30, 2018

ASSETS December 31, 2017 April 30, 2018

Cash (Includes $107,460 in Station Escrow Funds) 1,905,423 707,549 Investments (Note 1) 2,684,565 2,697,482 Accounts Receivable 4,236,076 3,290,915 Inventory at lower of cost (first-in, first-out) or market 5,698,055 5,683,709 Prepaid Expenses 1,499,325 1,151,832 16,023,445 13,531,488

LIABILITIES AND EQUITY Liabilities: Accounts Payable: Trade 3,749,467 2,634,166 Delaware River Port Authority (Note 2) 269,218,000 271,258,664 Accrued Liabilities: Reserve for Other Post Employment Benefits (Note 4) 17,089,320 17,089,320 Deferred Revenue (Note 5) 4,858,929 5,083,194 Wages 535,698 672,470 Pension and Other 613,478 245,076 Sick Leave Benefits 317,899 315,087 Reserve for Unused Vacation 392,297 392,297 Reserve for contingent liabilities (Note 3) 2,974,909 2,501,056 299,749,997 300,191,330

Equity: Advances from Delaware River Port Authority 457,869,729 465,387,009 Deficit (741,596,281) (752,046,851)

16,023,445 13,531,488 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

April 30, 2018 April 30, 2018 Operating Revenues: Passenger fares 8,535,736 2,169,763 Passenger parking 285,611 79,744 Passenger - other 34,875 7,914 Advertising 157,477 71,292 Telecommunications Rental Income 61,942 6,572 Miscellaneous 21,892 3,389 Interest Income From Investments 12,917 3,646 $9,110,450 $2,342,320

Operating Expenses: Maintenance of Way and Power 4,478,614 1,090,015 Maintenance of Equipment 2,177,113 601,817 Purchased Power 1,384,904 295,117 Transportation 6,731,402 1,648,746 General Insurance 420,224 145,612 Superintendence and General Office 2,328,099 547,066 17,520,356 4,328,373 Rent of Rapid Transit System Facilities (Note 2) 2,040,664 510,167 Other Post Employment Benefits Accrual (Note 4) - - $19,561,020 $4,838,540

Net Income (loss) ( $ 10,450,570) ( $ 2,496,220)

Deficit, December 31, 2016 ($ 741,596,281)

Deficit, April 30, 2018 ($ 752,046,851)

See Notes To Financial Statements PORT AUTHORITY TRANSIT CORPORATION (A Wholly Owned Subsidiary of the Delaware River Port Authority) April 30, 2018

NOTES TO FINANCIAL STATEMENTS

1. Investments:

The Corporation has set aside $2,701,209 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 $271,258,664 from January 1, 1974 through April 30, 2018 have not been made to the Authority.

3. Reserves for Contingent Liabilities:

Pursuant to a policy of self-insurance, the Corporation has reserved $ 559,294 for Comprehensive General Liability and $1,941,763 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 COMMITTEE

Refer to Operations and Maintenance Minutes in the DRPA Board Packet

SUMMARY STATEMENT

ITEM NO.: PATCO-18-016 SUBJECT: Contract No. PATCO-63- 2017, PATCO Substation DC Upgrades

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: June12,2018

BOARDACTIONDATE: June20,2018

PROPOSAL: That the Board authorizes staff to negotiate a construction contract with the firm of Scalfo Electric, Inc. to perform the PATCO Substation DC Upgrades.

Amount: $4,499,000.00

Contractor: Scalfo Electric, Inc. 3539 N. Mill Rd. Vineland, NJ 08360

Other Bidders: Carr & Duff, Inc. $4,873,455.00 Vanalt Electrical Construction $5,345,999.00 Miller Brothers $6,898,397.00

Engineers Estimate: $5,000,000.00

MBE/WBE Goals: MBE: 7% WBE: 3%

Contractor Proposed MBE/WBE Commitments: MBE: 6% WBE: 1.6%

PURPOSE: This project includes the installation of four (4) replacement traction power rectifier units - two (2) at each of two (2) existing PATCO substations (i.e. Haddonfield and Lindenwold); two (2) DC switchgear assemblies complete with main (cathode) breakers and multiple feeder breakers; foundation and floor repairs, replacement of cable-pit hatch structures, and door repairs; replacement of the 125VDC station battery systems; installation of battery ventilation hoods, distribution panelboards, remote I/O systems, Human Machine Interface (HMI) equipment; and all ancillary conduit and cable work associated with this equipment. SUMMARY STATEMENT Contract No. PATCO-63-2017, O&M 6/12/18 PATCO Substation DC Upgrades ______

BACKGROUND: The DC switchgear and rectifiers in the PATCO substations are original to PATCO’s construction and are nearing the ends of their useful lives. This equipment provides DC power to the third rail, which in turn provides propulsion power to PATCO’s transit cars. This project will replace the DC switchgear and rectifiers in Lindenwold and Haddonfield substations as the first phase of replacements in all PATCO traction-power substations. Lessons learned from this first phase will be applied to subsequent replacements.

The project was publicly advertised and bid documents were offered to the public beginning on February 26, 2018 with a bid opening date of April 11, 2018. Nine (9) sets of documents were sold. A total of four (4) bids were received. The lowest responsive and responsible bid was submitted by Scalfo Electric, Inc. in the amount of $4,499,000.00.

Staff has completed the evaluation of bids and recommends that the contract be awarded to Scalfo Electric, Inc., in the amount of $4,499,000.00 as the low responsive and responsible bidder.

SUMMARY: Amount: $4,499,000.00 Source of Funds: General Fund Capital Project #: PTD.01501 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Eighteen (18) months Other Parties Involved: N/A Estimated Number of Jobs Supported: 12 PATCO-18-016 Operations & Maintenance Committee: June 12, 2018 Board Date: June 20, 2018 Contract No. PATCO-63-2017, PATCO Substation DC Upgrades

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the bid of $4,499,000.00 to perform the PATCO Substation DC Upgrades, and that the proper officers of the Authority be and hereby are authorized to negotiate a contract with Scalfo Electric, Inc. for the required work in an amount not to exceed $4,499,000.00, as per the attached Summary Statement; and be it further

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: $4,499,000.00 Source of Funds: General Fund Capital Project #: PTD.01501 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Eighteen (18) months Other Parties Involved: N/A Estimated Number of Jobs Supported: 12 SUMMARY STATEMENT

ITEM NO.: PATCO-18-017 SUBJECT: PA Speaker Replacement

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: June12,2018

BOARDACTIONDATE: June20,2018

PROPOSAL: That the Board authorizes staff to negotiate a contract with Oliver Communications Group, Inc. to replace all existing PA speakers between Ashland and 12th & Locust Street Stations with new speakers that will provide better sound quality.

Amount: Up to $367,712.00

Consultants: Oliver Communications Group, Inc. 2457 Old York Road Bordentown, NJ 08505

PURPOSE: To adopt a resolution authorizing staff to negotiate a contract with Oliver Communications Group, Inc. to replace existing PA speakers with new speakers that will be more reliable and provide better sound quality. This work will be under GSA Schedule GS 35F 204DA pricing. ‐ ‐ BACKGROUND: PATCO upgraded the back end of its PA system with all new equipment to include such items as microphone stations, amplifiers, switchgear, zone controllers, etc. The project also included migrating off copper wires onto fiber for better sound quality. As part of this project, PATCO conducted a pilot program and replaced all the speakers at Lindenwold and 16th & Locust Street stations. The reliability and sound quality have greatly improved and PATCO has received much positive feedback about the project. The speakers at the remaining stations are over 30 years old and several have failed. Utilizing Oliver Communications, this project will replace all the remaining 531 speakers with harsh environment speakers. In addition, the west end Supervisors booth at Lindenwold will be outfitted with a new local PA system so that Supervisors can make announcements concerning train status at Lindenwold during the morning rush hour. The current Supervisors booth PA system is outdated and parts have become difficult to obtain.

Staff has reviewed and evaluated Oliver Communications Group, Inc.’s proposal and determined it to be fair and reasonable. SUMMARY STATEMENT -2- PA Speaker Replacement O&M 6/12/18

SUMMARY: Amount: Not to exceed $367,712.00 Source of Funding: General Fund Operating Budget: N/A Capital Project #: TEP.31506 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Eight (8) months Other Parties Involved: N/A PATCO-18-017 Operations & Maintenance: June 12, 2018 Board Date: June 20, 2018 PA Speaker Replacement

RESOLUTION

RESOLVED: That the Board of Commissioners of the Port Authority Transit Corporation authorizes staff to negotiate a contract with Oliver Communications Group, Inc. to replace PA speakers, not to exceed $367,712.00; 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 behalf 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 $367,712.00 Source of Funding: General Fund Operating Budget: N/A Capital Project #: TEP.31506 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Eight (8) months Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: PATCO-18-018 SUBJECT: Backup Generator Program – Ashland Station

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: June12,2018

BOARDACTIONDATE: June20,2018

PROPOSAL: That the Board authorizes staff to negotiate a contract with Net Q Multimedia Company to install a fully networkable, 275 KW, backup generator at PATCO’s Ashland Station for the sole purpose of providing backup power to Ashland Station.

Amount: Up to $543,613.00

Consultant: Net Q Multimedia Company 919 Route 33 Unit 52 Freehold, NJ 07728

PURPOSE: To adopt a resolution authorizing staff to negotiate a contract with Net Q Multimedia Company to install a fully networkable, 275 KW, backup generator at PATCO’s Ashland Substation. This work will be under NJ State Contract T-2989 pricing.

BACKGROUND: Currently, Ashland Station does not have any dedicated backup power source. Power for Ashland Station comes directly from the local utility company (PSE&G). The LAN cabinet battery backup which in the event of a commercial power outage can provide power for approximately 30 minutes. The escalator, fare collection equipment, and HV/AC would cease to operate, and most station lighting and parking lot lighting would go dark.

This project will install a fully networkable 275 KW generator capable of producing 400 amps at Ashland Station. This new generator will be capable of providing sufficient power to keep all of Ashland Station fully powered, including but not limited to station and parking lot lighting, an escalator, HV/AC systems, fare collection equipment, and a LAN room in the event of a power outage. The generator will have sufficient capacity to run the soon to be installed elevator. The new generator will have the capability to run for over 24 hours at full load before being required to be refueled. This is the third phase of a multi- year project to install emergency generators at various PATCO facilities. In 2017, emergency generators were installed at Center Tower and . SUMMARY STATEMENT -2- Backup Generator Program - O&M 06/12/2018 Ashland Station

The generator will have an annunciator panel that will allow staff to view the generator’s current status. In addition, the Cummins Power Commander remote monitoring system will also be installed. Anytime there is a condition warranting action, the Cummins Power Commander will send email notifications to whomever is designated.

SUMMARY: Amount: Not to exceed $543,613.00 Source of Funding: General Fund Operating Budget: N/A Capital Project #: PTD.31609 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Four (4) months Other Parties Involved: N/A PATCO-18-018 Operations & Maintenance: June 12, 2018 Board Date: June 20, 2018 Backup Generator Program -Ashland Station

RESOLUTION

RESOLVED: That the Board of Commissioners of the Port Authority Transit Corporation authorizes staff to negotiate a contract not to exceed $543,613.00 with Net Q Multimedia Company to install a fully networkable, 275 KW, backup generator at PATCO’s Ashland Station; 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 behalf 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 behalf of PATCO.

SUMMARY: Amount: Not to exceed $543,613.00 Source of Funding: General Fund Operating Budget: N/A Capital Project #: PTD.31609 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-18-019 SUBJECT: Collingswood Station Cameras and Emergency Call Boxes Hardwiring Project

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: June12,2018

BOARDACTIONDATE: June20,2018

PROPOSAL: That the Board authorizes staff to negotiate a contract with Northeast Communications Group, Inc. to hardwire security cameras and emergency call boxes at Collingswood Station.

Amount: Up to $385,559.00

Consultants: Northeast Communications Group, Inc. 242 Route 156 Yardville, NJ 08620

PURPOSE: To adopt a resolution authorizing staff to negotiate a contract with Northeast Communications Group, Inc. to hardwire security cameras and emergency call boxes at Collingswood Station. This work will be under GSA Schedule No. GS-35F-475BA pricing.

BACKGROUND: Currently the emergency call boxes communicate via Wi-Fi to the Authority’s network. Hardwiring provides significantly more secure communication than Wi-Fi and is a substantial improvement in reliability for the safety and security of our customers. PATCO has undertaken a program to eliminate Wi-Fi communications of critical data and provide a fiber backbone for data transmissions. Woodcrest, Haddonfield, Westmont, and Ferry Avenue Stations have already been completed. Collingswood Station will be the fifth station of the seven to be converted from Wi-Fi communication to hardwiring.

The security cameras currently have dedicated power; however, the emergency call boxes are powered by rechargeable batteries, which are recharged at night when the parking lot lighting is illuminated. The work involves hardwire connection to five (5) emergency call boxes. Approximately 3200 feet of fiber optic cable and 1000 feet of conduit will be installed from inside the station LAN closet to the various emergency call box locations. Paving and the concrete sidewalk and curbs that are impacted by trenching will be replaced. In addition, two (2) new call boxes and three (3) new cameras will installed, which will further enhance safety. The new cameras and call boxes will SUMMARY STATEMENT -2- Collingswood Station Cameras and O&M 6/12/2018 Emergency Call Boxes Hardwiring Project

provide coverage in the expanded parking lot at Collingswood (former home of Mohrfield Oil) as well as increased coverage under the Collingswood viaduct.

Utilizing Northeast Communications Group, Inc., this project will address all of the above deficiencies and provide the necessary communications and power requirements for the existing security cameras and emergency call boxes

SUMMARY: Amount: Not to exceed $385,559.00 Source of Funding: General Fund Operating Budget: N/A Capital Project #: PD.31607 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Six (6) months Other Parties Involved: N/A PATCO-18-019 Operations & Maintenance: June 12, 2018 Board Date: June 20, 2018 Collingswood Station Cameras and Emergency Call Boxes Hardwiring Project

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 hardwire security cameras, emergency call boxes at Collingswood Station at a cost not to exceed $385,559.00.00; 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 $385,559.00 Source of Funding: General Fund Operating Budget: N/A Capital Project #: PD.31607 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Six (6) months Other Parties Involved: N/A

UNFINISHED BUSINESS

SUMMARY STATEMENT Second Posting of Two Consecutive Posts

ITEM NO.: PATCO-18-015 SUBJECT: Amendment of the By-Laws

COMMITTEE: Unfinished Business

COMMITTEEMEETINGDATE: N/A

BOARD INTRODUCTION DATE: June 20, 2018

BOARD ACTION DATE:

PROPOSAL: ToamendthePATCOBy-Laws.

PURPOSE: To make By-Laws amendments amending Section III to clarify officers of the Authority and amending Section IX to clarify scheduling of Standing Committee Meetings and to add the Audit and Labor Committees as Standing Committees.

BACKGROUND: That the By-Laws are amended consistent with the attached Exhibit “A”.

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: N/A Other Parties Involved: N/A PATCO-18-015 Unfinished Business: June 20, 2018 Board Date: June 20, 2018 Amendment of the By-Laws

RESOLUTION

RESOLVED: That the Board adopts the By-Law amendments attached hereto as Exhibit “A.”

RESOLVED: Staff is directed to effect these approved amendments.

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: N/A Other Parties Involved: N/A PROPOSAL TO AMEND THE BYLAWS

I. Proposed Amendment No. 1

Section III of the Bylaws shall be amended as follows:

The phrase “Counsel, one from the Commonwealth of Pennsylvania and one from the State of New Jersey” is replaced with “General Counsel.”

To add that the General Counsel and Corporate Secretary may, in the discretion of the Board of Commissioners, be one and the same person.

Section IV(G) shall be amended to delete its content and insert the following:

General Counsel

The General Counsel is the legal adviser to the Authority and shall furnish opinions, advice, counsel, and representation in all legal matters, including those required, from time to time, by the Board of Commissioners. In the performance of these duties, the General Counsel is authorized to use such staff and retain such outside counsel in accordance with policies and/or guidelines established by the Board of Commissioners.

II. Proposed Amendment No. 2

Section IX of the Bylaws shall be amended as follows:

Incorporate the following: Standing Committees of the Board shall meet as necessary. The Board shall schedule dates and times for regular meetings of Standing Committees when adopting its annual calendar in accordance with Section VI.B.3(b) of these Bylaws.

Add the Audit and Labor Committees as Standing Committees: F. Audit Committee

The Audit Committee shall consist of at least three (3) and no more than six (6) members of the Board who are independent of Authority operations. The Audit Committee shall meet at least four (4) times per year.

Audit Committee members shall be prohibited from being an employee of the Authority or an immediate family member of an employee of the Authority. In addition, Audit Committee members shall not engage in any private business transactions with the Authority or receive compensation from any private entity that has a material business relationship with the Authority, or be an immediate family member of an individual that engages in private business transactions with the Authority or receives compensation from an entity that has material business relationships with the Authority.

The Audit Committee shall have duties and responsibilities related to: (a) the external auditors and required financial and performance audits; (b) the Authority’s internal auditors; (c) oversight of management’s internal controls, compliance, and risk assessment practices; (d) special investigations, forensic audits, and whistleblower policies; and (e) miscellaneous issues related to the financial practices and performance of the Authority.

The Audit Committee shall have the following duties and responsibilities:

1. Oversee the work of any internal or external auditor employed or retained by the Authority.

2. Recommend to the Board the appointment and compensation of internal and external auditors, experts, and other advisors as the Audit Committee may deem appropriate.

3. Develop objectives for audits of the Authority and pre-approve all auditing services.

4. Conduct or authorize audits or investigations into any matters within its scope of responsibility, including specific approval on an annual audit plan and any amendments to such plan.

5. Resolve any disagreements between the Authority and its internal or external auditors.

6. Ensure that the Audit Committee has unrestricted access to company personnel and documents, while maintaining all applicable privileges.

7. Enact and review the procedures for the receipt, retention, and treatment of complaints received by the Authority regarding accounting, internal accounting controls, or auditing matters that may be submitted by any party internal or external to the organization.

8. Evaluate whether the Authority has in place the necessary and appropriate processes that will provide the Audit Committee members with adequate information from the Authority in order for them to be well informed with respect to the Authority’s financial operations and performance. G. Labor Committee

The Labor Committee shall consist of such number of members (including a Chair and Vice Chair) as shall be appointed from time to time, in addition to the ex officio members.

The Labor Committee shall have general oversight of matters relating to represented and non-represented employees, including but not limited to collective bargaining agreements, labor management negotiations, labor/employee relations and non-represented employee issues.

NEW BUSINESS

SUMMARY STATEMENT

ITEM NO.: PATCO-18-020 SUBJECT: Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEEMEETINGDATE: N/A

BOARDACTIONDATE: June20,2018

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-18-020 New Business: June 20, 2018 Board Date: June 20, 2018 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 (VALUED BETWEEN $25,000 - $100,000) – June 20, 2018

Item# Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds Oliver Communications Group Inc. Relocation of City Hall $72,650.00 In accordance with Federal GSA 1. Oliver Communications Group Inc. 1. $72,650.00 General Funds Bordentown, NJ Fare Maintenance Shop Contract #GSA-35F-204DA Bordentown, NJ to Lindenwold Station

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