DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, July 18, 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, July 18, 2018 at 9:00 a.m. , 11th Floor, Board Room Camden,

ORDER OF BUSINESS

1. Roll Call

2. Public Comment

3. Report of the CEO – July 2018

4. Report of the CFO

5. 2017 Comprehensive Annual Financials

6. 2018 First Quarter Financial Statement and Notes

7. Approval of June 20, 2018 Board Meeting Minutes

8. Monthly List of Previously Approved Payments of June 2018

9. Monthly List of Previously Approved Purchase Orders and Contracts of June 2018

10. Approval of Operations & Maintenance Committee Meeting Minutes of July 10, 2018

11. Adopt Resolutions Approved by Operations & Maintenance Committee of July 10, 2018

DRPA-18-067 Contract No. CB-35-2017, Joint Rehabilitation & Bearing Replacement

DRPA-18-068 Capital Project Contract Modification

DRPA-18-069 Rain Garden Agreement at Ben Franklin Bridge Between DRPA and CCMUA

DRPA-18-070 Procurement and Delivery of Highway Rock Salt For DRPA and PATCO Facilities DRPA-18-071 Eight (8) 2019 Ford Interceptor Patrol Vehicles

DRPA-18-072 DRPA Application for Grant Funding through FY 2018 US Department of Transportation Better Utilizing Investments to Leverage Development or “BUILD Transportation Discretionary Grant,” for the Reopening of on the PATCO Transit Line

12. Approval of Labor Committee Meeting Minutes of July 10, 2018

13. Adopt Resolutions Approved by Labor Committee of July 10, 2018

DRPA-18-073 Approval of Policy #400 Expense Reimbursement for Employees and Board Members

14. Approval of Finance Committee Meeting Minutes of July 11, 2018

15. Adopt Resolutions Approved by Finance Committee of July 11, 2018

DRPA-18-074 Wide Area Network Redundancy

DRPA-18-075 Short Term Disability Proposal from Symetra Life Insurance Company

16. Unfinished Business

17. Citizens Advisory Committee Report

18. New Business

DRPA-18-076 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

19. Adjournment

CEO REPORT

Report of the Chief Executive Officer

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

July 18, 2018 To the Commissioners: The following is a summary of recent DRPA activities. The appropriate reports are attached:

Chief Executive Officer

EXPEDITED PROCUREMENTS

On June 25, 2018 DRPA entered into an agreement with United Elevator Company, LLC to provide monthly elevator preventative maintenance and on call services for a period of three (3) years at the Administrative Building, Betsy Ross Administrative Building and the and Administration Building. United Elevator has defaulted on our current Agreement leaving the Authority without these services. We needed to retain replacement elevator repair services for these bridge administration buildings through the end of 2018 while a new RFP is developed and issued by Contract Administration. Consistent with DRPA’s emergency procurement procedures, purchasing received two proposals and Elite Elevator Services pricing is consistent with the Authority’s historical pricing for similar elevator maintenance services. Community Outreach

Special “shout out” to our new police officers Falkenstein, Anderson, Lipiec, and Rodriguez, who helped serve dinner for over 200 people at the Cathedral Kitchen in Camden, New Jersey on the night of July 3, 2018. They worked hard in extraordinary heat as the air conditioning system was not functioning. Administrative

Supporting Service Members

On Friday, June 29, 2018, Chief Executive Officer (CEO) John T. Hanson, Chief Administrative Officer (CAO) Toni P. Brown, and Delaware River Port Authority (DRPA) Sergeant Timothy Hoagland attended the Annual Planning and Awards Meeting (APAM) Luncheon hosted by the New Jersey Committee for Employer Support of the Guard and Reserve (NJ ESGR). The event was held at Rowan University’s Mount Laurel campus. The purpose of the luncheon was to recognize “deserving individuals and organizations” who support military, National Guard and Reserve members and their families. The DRPA and PATCO have a number of employees who serve and/or have served our country in various military branches, and we greatly value their contributions. The photo at left depicts CEO Hanson accepting the “Employer Support of the Guard and Reserve Honors” certificate, “in recognition of exemplary support of National Guard and Reserve member employees”. Accompanying the certificate was a “Statement of Support for the Guard and Reserve” with text including: . “We recognize the Guard and Reserve are essential to the strength of our Nation and the well-being of our communities; . In the highest American tradition, the patriotic men and women of the Guard and Reserve serve voluntarily in an honorable and vital profession. They train to respond to their community and their country in time of need. They deserve the support of every segment of our society; and . If these volunteer forces are to continue to serve our Nation, increased public understanding is required of the essential role of the Guard and Reserve in preserving our national security” The statement of support asks employers, including the DRPA, to pledge to: . “Provide managers and supervisors with the tools they need to effectively manage those employees who serve in the Guard and Reserve; . Appreciate the values, leadership and unique skills Service members bring to the workforce and will encourage opportunities to employ Guardsmen, Reservists, transitioning Service members and Veterans; and . Continually recognize and support our country’s Service members and their families in peace, in crisis and in war”. Photos of these two (2) documents are shown below. 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 June 2018

Calls for Service: 7,877 Total Arrests: 157 Adults: 154 Juv.: 3 CDS Arrests: 18 DWI Arrests: 35

Arrests: CBB: 1 BFB: 57 PATCO: 81 BRB: 4 WWB:13 Arrests NJ: 124 Arrests PA: 32

Reportable Accidents: CBB: 2 BFB: 4 PATCO: 14 BRB: 0 WWB:12

Non Reportable Accidents: CBB: 0 BFB: 21 PATCO: 15 BRB: 5 WWB:23

Accident with Injuries: CBB: 12 BFB: 12 PATCO: 8 BRB: 12 WWB:12

Incident Type CBB BFB PATCO BRB WWB Total 26 Assist-Routine PD Backup 144 579 533 145 433 1,838 33 MV Stop 239 430 57 262 572 1,564 35X Motorist/Patron Aid 82 136 296 104 167 787 25x Insufficient Funds 3 1 1 777 782 25 Escort 201 16 68 332 621 47 Disabled MV 54 77 4 86 182 406 46 Construction/Trades Backup 43 78 3 21 118 263 86 Removal 102 151 3 257 90 Other PD Assist 20 33 125 14 27 222 88X Parking Viol./Compl. 20 198 218 91 Ped Investigation/Stop 1 14 125 3 3 147 15 MV Accident 12 45 13 6 50 126 84 Check On Subject Well-being 1 10 50 5 66 79 Roadway Hazard/Station Hazard 9 14 19 20 62 33C CV Stop 13 6 40 59 25T Fare Problem 53 2 55 29 Alarm Activation 2 30 1 2 35 25EZ Easy Pass Redirect 1 34 35 12 Suspicious Person/Activity/Event 2 4 15 5 26 78X Toll Evasion/TOS 3 10 8 1 3 25 341F Property Found 20 1 22 8 911 Hang Up/Mis-Dial 9 10 1 20 38 Transport Courtesy 1 10 3 3 1 18 56 Med Emerg/Injury Report 4 13 17 52 Erratic Driver/Unfit Motorist 1 5 1 1 7 15 78 Toll Dispute 4 3 4 11 64 Larceny/Theft 11 11 16 Hit & Run 1 5 5 11 Activity for the Month of June 2018

Calls for Service: 7,877 Total Arrests: 157 Adults: 154 Juv.: 3 CDS Arrests: 18 DWI Arrests: 35

Arrests: CBB: 1 BFB: 57 PATCO: 81 BRB: 4 WWB:13 Arrests NJ: 124 Arrests PA: 32

Reportable Accidents: CBB: 2 BFB: 4 PATCO: 14 BRB: 0 WWB:12

Non Reportable Accidents: CBB: 0 BFB: 21 PATCO: 15 BRB: 5 WWB:23

Accident with Injuries: CBB: 12 BFB: 12 PATCO: 8 BRB: 12 WWB:12

Incident Type CBB BFB PATCO BRB WWB Total 81 General Complaint 1 2 5 2 10 341L Property Lost 10 10 90M OPDA Medical 7 2 9 17X Open/Secured Property 4 2 3 9 101 BOLO 1 7 1 9 12U Unattended Package 8 8 67 EDP (Emotionally Disturbed Person) 1 6 7 17P Permit Premises Entry 2 5 7 98 Panhandling/Soliciting 5 5 97 Traffic Pattern Adjust 1 3 1 5 87 Trespassing 2 2 1 5 74 Suicide Attempt 4 1 5 71 Fight/Disturbance 1 4 5 53 Abandoned Vehicle 1 1 1 2 5 310 Bridge Damage/PATCO Damage 3 1 1 5 101S BOLO Suicidal 4 1 5 70 Animal Complaint 1 1 2 4 65 Vandalism/Criminal Mischief 4 4 34 Suspicious Vehicle 4 4 11 Fire 2 1 1 4 79X Debris Strike 1 2 3 56X Overdose 1 2 3 20 Stolen/Recovered Vehicle 1 1 1 3 96 Slow Traffic 1 1 2 83 Counterfeit 1 1 2 77 Domestic 2 2 69 Juvenile Complaint 2 2 49 Investigate Location Conditions 2 2 Activity for the Month of June 2018

Calls for Service: 7,877 Total Arrests: 157 Adults: 154 Juv.: 3 CDS Arrests: 18 DWI Arrests: 35

Arrests: CBB: 1 BFB: 57 PATCO: 81 BRB: 4 WWB:13 Arrests NJ: 124 Arrests PA: 32

Reportable Accidents: CBB: 2 BFB: 4 PATCO: 14 BRB: 0 WWB:12

Non Reportable Accidents: CBB: 0 BFB: 21 PATCO: 15 BRB: 5 WWB:23

Accident with Injuries: CBB: 12 BFB: 12 PATCO: 8 BRB: 12 WWB:12

Incident Type CBB BFB PATCO BRB WWB Total 313 Complaint Against Police 2 2 18 Robbery 2 2 14 Intoxicated Subject 2 2 92 Lost Load 1 1 85X Assault 1 1 75 Suicide Found 1 1 73 Shooting/Gun Shots 1 1 65U Urinating/Defecating 1 1 342 Illegal Activity 1 25R Revenue Escort 1 1 101L LOJACK Hit 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 FINANCE

REVENUE AUDIT

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

2017 2018 Cash Revenue $8,149,555.28 $7,871,505.93 ETC Revenue $18,981,729.18 $20,081,910.63 Total Revenue $27,131,284.46 $27,953,416.56 Non ETC Traffic 1,509,276 1,462,192 ETC Traffic 2,853,564 2,985,156 Total Traffic 4,362,840 4,447,348 DELAWARE RIVER PORT AUTHORITY Attachment 1 TRAFFIC & BRIDGE TOLL FIGURES FOR THE PERIODS INDICATED

MONTH OF APRIL TRAFFIC BRIDGE TOLLS -----2018------2017----- . INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 1,552,720 $8,712,403.95 1,523,317 $8,472,183.51 1.93 29,403 2.84 $240,220.44 WALT WHITMAN 1,675,824 10,504,769.93 1,655,587 10,300,237.23 1.22 20,237 1.99 204,532.70 COMMODORE BARRY 612,888 4,822,043.57 606,918 4,628,236.14 0.98 5,970 4.19 193,807.43 BETSY ROSS 605,916 3,914,333.11 577,018 3,730,876.58 5.01 28,898 4.92 183,456.53 4,447,348 $27,953,550.56 4,362,840 $27,131,533.46 1.94 84,508 3.03 $822,017.10

`

YEAR TO DATE TRAFFIC BRIDGE TOLLS 1/1/18 TO 4/30/18 1/1/17 TO 4/30/17 INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 5,841,581 $32,813,357.70 5,822,577 $32,559,320.90 0.33 19,004 0.78 $254,036.80 WALT WHITMAN 6,176,496 $38,906,933.04 6,191,021 $39,165,596.72 -0.23 (14,525) -0.66 (258,663.68) COMMODORE BARRY 2,229,171 $17,807,108.19 2,237,169 $17,487,172.18 -0.36 (7,998) 1.83 319,936.01 BETSY ROSS 2,284,033 $14,877,755.10 2,211,880 $14,616,243.60 3.26 72,153 1.79 261,511.50 TOTALS 16,531,281 $104,405,154.03 16,462,647 $103,828,333.40 0.42 68,634 0.56 $576,820.63

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 JULY 18, 2018 ARTICLE XII-A ATTACHMENT 2

PERSONNEL

************************************************************************************************************************* TEMPORARY APPOINTMENTS

Marnie M. Loughrey Temporary With Benefits Eff: 06/30/2018 to 09/28/2018 PA Administration Division Mailroom (OPC)

APPOINTMENTS

Michael J. Fiocca Jr. Police Officer 06/11/2018 [Re-Hired] PA Public Safety Division Public Safety - Administration (BFB)

Thomas J. Murphy, Jr. C&M Mechanic 06/11/2018 NJ Operations Division Highway (BRB)

Emmett J. Harrity Toll Collector 06/25/2018 PA Operations Division Bridge/Toll (WWB)

Michael D. Marchand Toll Collector 06/25/2018 PA Operations Division Bridge/Toll (WWB)

Michael J. Romano C&M Mechanic 06/25/2018 DE Operations Division Highway (BRB)

Aquila D. Tillman-Muhammad Toll Collector 06/25/2018 PA Operations Division Bridge/Toll (BFB)

Yadijah D. Walton Toll Collector 06/25/2018 PA Operations Division Bridge/Toll (WWB)

Actions of the Chief Executive Officer Commission Meeting of 07/18/2018 Page 2 of 4

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

George L. Byrd From: Fleet Foreman To: Acting Director, Fleet NJ Operations Division Management Fleet Operations (WWB) Operations Division Fleet Director’s Office (BFB) Eff: 06/01/2018 to 06/10/2018

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: 06/02/2018 to 08/24/2018

Edward T. Schley From: Plaza Supervisor To: Acting Toll Manager (BFB NJ Operations Division & BRB) Bridge/Toll (BFB) Operations Division Bridge/Toll (BFB) Eff: 06/16/2018 to 07/06/2018

David J. Aubrey From: Manager, Internal Audit To: Acting Inspector General PA Inspector General Division Inspector General Division Office of the Inspector General Office of the Inspector General (OPC) (OPC) Eff: 06/30/2018 to 09/28/2018

Richard Betts From: Purchasing Agent To: Acting Manager, PA Executive Division Procurement & Stores Purchasing (OPC) Executive Division Purchasing (OPC) Eff: 06/30/2018 to 09/28/2018

Michele B. Hinchliffe From: Accounting Clerk To: Acting Senior Accounting PA Finance Division Clerk Accounting (OPC) Finance Division Accounting (OPC) Eff: 06/30/2018 to 09/28/2018

Natasha A. Iocono From: Purchasing Specialist To: Acting Purchasing Agent NJ Executive Division Executive Division Purchasing (OPC) Purchasing (OPC) Eff: 06/30/2018 to 09/28/2018

Tammy N. Veney From: Purchasing Clerk To: Acting Purchasing NJ Executive Division Specialist Purchasing (OPC) Executive Division Purchasing (OPC) Eff: 03/31/2018 to 06/29/2018

Actions of the Chief Executive Officer Commission Meeting of 07/18/2018 Page 3 of 4

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - Continued

Michael D. Williams From: Graphic Design To: Acting Manager, Corporate PA Administrator Communications Executive Division Executive Division Corporate Communications & Corporate Communications & Community Relations (OPC) Community Relations (OPC) Eff: 06/30/2018 to 09/28/2018

PROMOTIONS

Comfort A. Dixon From: Legal Assistant - Claims To: Legal Secretary PA General Counsel Division General Counsel Division Claims Administration (OPC) Office of the General Counsel (OPC) Eff: 06/16/2018

Louis Pavlik, III From: Programmer Analyst To: Manager, ERP & NJ Executive Division Applications Information Services - Systems Executive Division Development (OPC) Information Services - Systems Development (OPC) Eff: 06/16/2018

George J. Zisis From: Building Services Clerk To: Central Stores Clerk PA Administration Division Finance Division Mailroom (OPC) Purchasing - Storeroom (WWB) Eff: 06/23/2018

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

Actions of the Chief Executive Officer Commission Meeting of 07/18/2018 Page 4 of 4

RETIREMENTS

Shannon K. Gregory C&M Mechanic 06/08/2018 NJ Operations Division Highway (BFB)

Edward J. Gorman Electrical Technician 06/15/2018 NJ Operations Division Electrical (BFB)

Terrance Carpenter Maintenance Technician 06/29/2018 NJ Operations Division Maintenance (WWB)

Barbara A. Mullins Toll Collector 06/29/2018 NJ Operations Division Bridge/Toll (BRB)

RESIGNATIONS

Kyle D. Anderson Director, Corporate 06/28/2018 PA Communications & Community Relations Executive Division Corporate Communications & Community Relations (OPC)

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 June there were 78 Purchase Orders awarded totaling $503,228.05.

Approximately 31.03% or $156,167.08 of the monthly dollar total was made available to MBE and WBE’s, representing 39.74% or 31 of the monthly total number of Purchase Orders.

Of the total monthly procurement available to MBE’s and WBE’s, approximately 6.32% or $9,867.33 was awarded to MBE’s and approximately 21.97% or $34,312.93 was awarded to WBE’s.

Of the total number of Purchase Orders available to MBE’s and WBE’s, approximately 29.03% or 9 Purchase Orders were awarded to MBE’s and approximately 35.48% or 11 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 4500008304, Willier Electric Company. Gibbsboro, NJ. Purchase Toll Tunnel Sewage Pump Replacement for BFB. Contract Value: $14,291.05. (Low Bid of 3, 13 Vendors Solicited).

Purchase Order 4500008337, Atlantic Tactical. New Cumberland, PA. Purchase Contract for Police Equipment and Supplies (Holsters and Other Accessories). Contract Value: $17,371.95. (NJ State Contract).

Purchase Order 4500008407, Media Network. Philadelphia, PA. Purchase Contract of Mandatory FTA Advertisements That Must be Run in Three (3) Major Area Newspapers. Contract Value: $24,999.00. (Advertisement).

Purchase Order 4500008470, Garden State Highway Products Inc. Millville, NJ. Purchase Contract of One Hundred Ninety Five (195) Pieces of 48” x 120” Aluminum Sign Blanks. Contract Value: $20,866.95 (NJ State Contract).

Purchase Order 4500008476, Hyatt’s Graphic Supply Co. Inc. Buffalo, NY. Purchase Contract of Paint That Runs on the Oversize Sign Printers at WWB. Contract Value: $11,908.97. (Low Bid of 2, 4 Vendors Solicited).

Purchase Order 4500008519, Bellmar Investment Group Inc. Cherry Hill, NJ. Purchase Contract for Office Carpet Installation for BRB. Contract Value: $21,057.62. (Low Bid of 4, 7 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: $8,305,397

2018 CAPITAL BUDGET

2018 Capital Budget – Realignment of Funds – From Schedule A: Miscellaneous Projects – CBB Manual Toll Lane Gates SCA.18031 to Schedule A: DRPA Miscellaneous Projects – OPC Cooling Tower Seals OTR.01801. This Funding Will be Used to Replace the Cooling Tower Supply and Butterfly Valves, Which Were Malfunctioning. Budget Amount: $35,494.00.

July 18, 2018 1 SCHEDULE 1 ARTICLE XII-C, SECTION 5 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS BRIDGES AND PATCO SYSTEM July 18, 2018

Contract Completed Work (Billed) Retained Prior Invoice Resolution # Contract/Engineer Amount Percent Amount Amount Payments No. Amount Modjeski & Masters, Inc. (DRPA-16-001) Commodore Barry Bridge - Structural Rehabilitation - Phase 2 - Design $ 1,409,403 74.6% $ 1,051,539 $ 63,181 $ 956,539 22 - 23 $ 31,819 (DRPA-17-104) BFB 2018 Biennial Inspection 1,097,000 2.9% 31,864 2,335 0 1 - 2 29,530

Brinckerhoff Environmental Services, Inc. (DRPA-14-030) Remedial Investigation for New Jersey Sites 611,119 89.8% 548,858 35,655 512,181 37 1,022 (DRPA-15-147) Remedial Investigation of Gateway Properties 1,599,883 98.7% 1,579,023 85,362 1,471,921 32 21,740

Chammings Electric, Inc. (DRPA-17-064) WWB Administration Building Generator Replacement 1,040,990 50.1% 521,215 39,091 444,735 5 37,389

Falasca Mechanical, Inc. (DRPA-17-011) BRB AHU#4 Replacement 262,610 90.5% 237,610 0 213,849 6 23,761

HNTB Corporation (DRPA-16-111) PATCO Lindenwold Yard & Viaduct CM Services 6,293,482 17.1% 1,078,065 92,394 861,491 16 124,179 (DRPA-17-031) BFB Maintenance Paint & Steel Repair 2,848,457 47.3% 1,348,649 81,537 1,030,721 10 236,390 (DRPA-17-103) BRB 2018 Biennial Inspection 529,000 6.8% 36,011 2,149 4,135 2 29,727

HAKS Engineers, Architects & Land Surveyors, P.C. (DRPA-17-105) WWB 2018 Biennial Inspection 833,000 10.0% 83,534 6,244 0 1 77,290

Ammann & Whitney (DRPA-12-082) BFB South Walkway Bicycle & Pedestrian Ramp 987,254 99.7% 984,679 72,544 880,430 28 - 30 31,704

Jacobs Engineering Group, Inc. (DRPA-15-050) Rehabilitation of Track Structure on the Westmont Viaduct 1,969,847 98.9% 1,947,838 176,209 1,730,224 34 41,405

Parsons Transportation Group (DRPA-17-032) WWB Anchorage Preservation - Design 1,185,777 55.8% 661,337 66,134 366,211 5 - 6 228,992

A.P. Construction, Inc. (DRPA-17-047) PATCO Parking Lot Storm Water Rehabilitation 811,774 95.4% 774,131 38,707 600,834 7 134,590

Burns Engineering, Inc. (PATCO-17-011) CMS for PATCO Installation of Elevators at Remaining Stations 3,998,504 12.5% 501,530 50,123 320,618 8 - 9 130,789 (Emergency) PATCO/Conrail Incident - Pole Line Repair & Support 34,219 21.3% 7,277 0 0 1 - 2 7,277 (DRPA-17-069) PATCO Re-opening Franklin Square Station - Design 2,087,352 11.9% 247,545 24,720 63,421 3 - 4 159,405

Gannett Fleming, Inc. (DRPA-16-011) PATCO Control Center Relocation 1,659,989 77.2% 1,281,441 128,144 1,130,500 16 - 17 22,797

1 ARTICLE XII-C, SECTION 5 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS BRIDGES AND PATCO SYSTEM July 18, 2018

Contract Completed Work (Billed) Retained Prior Invoice Resolution # Contract/Engineer Amount Percent Amount Amount Payments No. Amount Alstom (DRPA-10-154) PATCO Transit Car Overhaul 194,197,337 78.5% 152,403,819 7,620,191 143,221,927 122 1,561,701

AECOM (DRPA-17-067) BFB Main Cable Dehumidification - Construction Monitoring 2,065,270 3.3% 67,254 6,113 57,267 4 3,873

Johnson, Mirmiran & Thompson (DRPA-15-098) WWB Painting Suspension Spans & Towers 7,386,366 67.8% 5,008,631 320,981 4,551,842 31 135,808 (DRPA-17-056) BFB South Walkway Bicycle & Pedestrian Ramp - CMS 1,273,000 20.8% 265,311 22,181 176,607 6 66,523

South State, Inc. (DRPA-17-055) BFB South Walkway Bicycle & Pedestrian Ramp 7,888,346 6.7% 525,683 52,568 378,732 6 94,383

Railroad Construction/Railroad Construction Co. of SJ, Inc. (DRPA-17-038) PATCO Lindenwold Yard & Viaduct Rehabilitation 36,028,545 18.9% 6,803,182 980,181 4,615,447 8 1,207,555

Corcon, Inc. (DRPA-15-081) WWB Bridge Painting Suspension Spans and Towers 66,152,180 90.4% 59,790,277 2,989,514 54,420,858 30 - 31 2,379,905 (DRPA-17-065) BRB Painting & Steel Repairs 18,724,700 29.2% 5,468,624 546,862 3,682,685 3 1,239,077

TranSystems Corporation (PATCO-17-013) PATCO Station Enhancements Design 615,036 50.0% 307,391 30,720 197,640 5 79,031

Cherry, Weber & Associates (DRPA-17-028) BRB NJ Route 90 Resurfacing Design 1,075,978 50.7% 545,259 0 539,024 9 6,234

D.A. Nolt, Inc. (DRPA-17-045) WWB Facilities Roof Replacements 1,280,754 96.1% 1,230,754 20,000 1,138,447 7 72,307

KS Engineers, P.C. (DRPA-16-087) CBB Painting - Phase 2 CM Services 2,549,736 1.0% 26,764 2,556 0 1 24,208 (DRPA-17-100) BRB & CBB Air - Blown Fiber Optic Installation CM Services 979,673 3.7% 36,207 3,505 0 1 - 2 32,702

Vitetta Architects & Engineers (DRPA-18-002) BFB Masonry Rehabilitation - Design 1,180,000 3.3% 38,783 2,562 3,936 2 - 3 32,284

Total Contract and Engineer Payments $ 8,305,397

2

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 0 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

As of JUNE 30, 2018 Page 1 of 6 Prepared: JULY 9, 2018 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

10 Manager, Payroll 1 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 16 Manager, ERP & Applications 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 50 25

TOTAL OFFICIALS & ADMINISTRATORS 79

1 Lieutenant of Police 3 2

1 Plaza Supervisor 13 12

1 Administrative Coordinator 1 13 10

As of JUNE 30, 2018 Page 2 of 6 Prepared: JULY 9, 2018 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

2 C&M Technical Assistant 2 3 Digital Communications Specialist 1 1 4 EEO Specialist 1 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

As of JUNE 30, 2018 Page 3 of 6 Prepared: JULY 9, 2018 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

PROFESSIONALS (Total By State) 1 67 40

TOTAL PROFESSIONALS 108

1 Police Officer 3 68 23

1 Corporal of Police 10 2

1 Sergeant of Police 16 4

PROTECTIVE SERVICE WORKERS (Total By State) 3 94 29

TOTAL PROTECTIVE SERVICE WORKERS 126

1 HVAC Technician 6 2

1 Auto Technician 12 4

1 Electrical Technician 16 4

1 Construction & Maintenance Mechanic 2 30 15

1 Maintenance Technician 1 32 8

CRAFT WORKERS (SKILLED) (Total By State) 3 96 33

As of JUNE 30, 2018 Page 4 of 6 Prepared: JULY 9, 2018 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

TOTAL CRAFT WORKERS (SKILLED) 132

1 Business Analyst 1 2 Data Base Administrator 1 3 Network Technician 4 4 Programmer/Analyst 0 1 5 Systems Administrator 8 1 6 User Support Administrator 1 1 1

TECHNICIANS (Total By State) 1 15 3

TOTAL TECHNICIANS 19

1 Customer Service Coordinator 2 1 2 Executive Assistant to the CEO 1 3 Executive Legal Secretary 1 4 Legal Assistant, Claims 0 5 Legal Secretary 1 2

1 Accounting Clerk 1 1 2 Administrative Clerk (Revenue Audit) 1 3 Building Services Clerk 0 0 4 Central Stores Clerk 1 5 Contracts Administration Clerk 1 6 Data Base Clerk 2 7 Dispatcher 11 6 8 Lead Dispatcher 1 9 File Clerk 1 1 10 Media Specialist 1 11 Purchasing Clerk 1 12 Reproduction Technician 1 13 Temporary With Benefits (Mailroom) 1

1 Revenue Auditor 1 5

As of JUNE 30, 2018 Page 5 of 6 Prepared: JULY 9, 2018 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Toll Collector 34 24

1 Revenue Operations Clerk 3

ADMINISTRATIVE SUPPORT (Total By State) 1 65 40

TOTAL ADMINISTRATIVE SUPPORT 106

TOTAL EMPLOYEES BY STATE 13 387 170

TOTAL DRPA EMPLOYEES - 570 SUMMARY (Employee Class)

NON-REP 6 134 73

213

IUOE 3 144 64

211

IBEW 1 15 4

20

FOP 3 94 29

126

As of JUNE 30, 2018 Page 6 of 6 Prepared: JULY 9, 2018 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 General Manager 1 2 Assistant General Manager 1 3 Director, Equipment 1 4 Director, Fare Collection Operations 1 5 Director, Finance 1 6 Director, Safety Services 1 7 Director, Transit Services 1 8 Director, Way & Power 1 9 Technical Supervisor, Administration/Projects 1 10 Technical Supervisor, Civil & Mechanical Systems 1 11 Technical Supervisor, Equipment 1 12 Technical Supervisor, Transit Services 1 13 Manager, Electrical & Electronics 1 14 Manager, Fare Collection 1 15 Manager, Mechanical & Custodial 1 16 Manager, Passenger Services 1 17 Manager, Power, Signals & Communications 1 18 Manager, Track & Signals 19 Manager, Track, Structures & Mechanical 1 20 Supervising Dispatcher 1 1 21 Dispatcher 7 1 22 Dispatcher Trainee 4 23 Electrical Foreman 5 24 Fare Collection Foreman 1 25 Mechanical Foreman 1 1 26 Payroll Administrator 1 27 Senior Accountant 3 28 Track Foreman 1 1 29 Purchasing Agent 0 30 Maintenance Foreman 1 31 Money Room Supervisor 1 32 Supervisor, Transit Services 4 33 Supervisor/Traffic Analyst 5 3 34 Traffic Analyst 35 Supervisor, Stores (Storeroom) 1 36 Custodial Foreman 1 37 Station Supervisor 9 1 38 Fleet Foreman 1

OFFICIALS & ADMINISTRATORS (Total By State) 0 58 15

TOTAL OFFICIALS & ADMINISTRATORS 73

As of JUNE 30, 2018 Page 1 of 3 Prepared: July 9, 2018 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Project Manager, Technical 1 2 Fare Collection & Revenue System Analyst 3 Safety Specialist 2 4 Administrative Coordinator 3 (to the GM) 1 5 Administrative Coordinator 7 6 Purchasing Specialist 3

PROFESSIONALS (Total By State) 0 13 1

TOTAL PROFESSIONALS 14

1 Train Operator 41 11

PARAPROFESSIONALS (Total By State) 0 41 11

TOTAL PARAPROFESSIONALS 52

1 Custodian 24 10 2 Revenue Collector 2

SERVICE MAINTENANCE (Total By State) 0 26 10

TOTAL SERVICE MAINTENANCE 36

1 Storekeeper 5 2 Accounting Clerk 2 3 Payroll Clerk 1 4 Purchasing Clerk 5 Customer Service Agent/Traffic Checker 5 1 6 Data Entry Clerk 1

ADMINISTRATIVE SUPPORT (Total By State) 0 13 2

TOTAL ADMINISTRATIVE SUPPORT 15

As of JUNE 30, 2018 Page 2 of 3 Prepared: July 9, 2018 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Electronic Technician 1 18 2 Machinist 1/C 2 3 Machinist 1/C Tool Maker 1 4 Maintenance Mechanic 1/C 3 5 Mechanical & Structural Technician 13 6 Maintainer (Way & Power) 21 7 7 Maintainer Apprentice (Way & Power) 1 8 Equipment Electrician 2 3 9 Equipment Electrician A/C 5 10 Machine Operator 1/C 4 11 Equipment Mechanic 1 18 12 Fare Collection Repairman 2 1 13 Grounds Keeper 2 14 Car Monitoring & Diagnostic System Technician 1 15 Track Mechanic 13 8 16 Welder 1

CRAFT WORKERS (SKILLED) (Total By State) 2 107 19

TOTAL CRAFT WORKERS (SKILLED) 128

TOTAL EMPLOYEES BY STATE 2 258 58

TOTAL PATCO EMPLOYEES 318 SUMMARY (Employee Class)

NON-REP 0 84 18

102

TEAMSTERS 2 174 40

216

As of JUNE 30, 2018 Page 3 of 3 Prepared: July 9, 2018

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 5 LEGAL STATISTICS REPORT

Matter count report by Matter Sub-Type

Date Range: 06/01/2018 to 06/30/2018 On Matters, Litigation

Matter Sub-Type Opened in Range Closed in Range

Access/Right of Entry 2 1 Civil Rights/Excessive Force 0 1 Contracts/Assignment 1 1 Contracts/Bid Protest 1 0 Contracts/Consulting 3 3 Contracts/Indemnification 0 1 Contracts/Insurance 1 0 Contracts/License 1 1 Contracts/Purchase 1 2 Contracts/Real Estate ROEI 6 7 Contracts/RFP/Bid 5 3 Contracts/Sale 1 0 Contracts/Service 3 5 Criminal/Case Information Reivew 1 0 Employment/ADA 4 0 Employment/Discipline 3 8 Employment/FMLA 9 2 Employment/S/L Term Disability 3 1 Employment/Short Term Disabili 1 0 Employment/Title VII 0 1

Galexy Tue Jul 10 15:24:43 Page 1 of 2 Matter Sub-Type Opened in Range Closed in Range

Employment/Unemployment Comp 1 0 Employment/Workers' Comp 11 0 Environmental/Application 0 1 Environmental/Certification 0 2 Ethics/Complaint Investigation 0 1 Financial/E-ZPass Dispute 1 1 Financial/Toll Violations 1 1 Personal Inj/Slip and Fall 1 3 Property Damage/Bridges 7 0 Property Damage/Vehicle 3 3 Right to Know/Records Review 4 3 Right to Know/Video/Recordings 2 2 Service 1 0 Zoning 0 1

34 Items 78 55

Galexy Tue Jul 10 15:24:43 Page 2 of 2

CFO REPORT

Report of the Chief Financial Officer

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

Commissioners: FINANCIAL SUMMARY The following descriptive financial summary is based on the July 10 unaudited DRPA/PATCO financial stat summary sheet.

DRPA Traffic and Toll Revenues

Based on current information (April YTD), it appears that DRPA traffic will exceed 53 million vehicles (the first time since 2008), and also that annual revenues will exceed the $332.4 million budgeted for 2018. (2017 toll revenues totaled $331.5 million.)

Traffic trends through June (unaudited) suggest that the annual increase in 2018 over 2017 will be below the 2-5% annual increases in traffic we have experienced during the past three (3) years.

2018 March YTD audited traffic and toll revenues- Key statistics: 1. Minor increase of 68,600 vehicles or a 0.42% increase vs. 2017 actuals; 2. Toll revenues were $104.4 million based on traffic of 16.5 million vehicles; 3. Audited toll revenues were up $577k versus the previous year total of $103.8 million, or a 0.56% increase. 2018 DRPA traffic and revenues vs. budget: 1. Both traffic and toll revenues were both higher than budget; 2. YTD traffic is up 3.06%, or 490K vehicles, while toll revenues are up by $2.9 million, or 2.87%, 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 June: 1. Unaudited figures for January through June indicate that traffic on DRPA bridges is still relatively flat vs. 2017 totals, up less than 0.28 %.) 2. During 2017, unaudited traffic was up by 2.41% over 2016 for the same time period. PATCO Ridership and Net Revenues 2018 Ridership/Net Passenger Revenues (thru May YTD): 1. Total ridership YTD is 4.4 million riders, which translated into $10.8 million in net passenger revenues. 2. 2018 YTD ridership vs. 2017 is down by (76,500) passengers or a 1.70% decrease. 3. Net passenger revenues of $10.8 million are down $259K vs. 2017 numbers, a 2.34% 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 63,400 riders higher than budget (up 1.46%). 2. Net passenger revenues are up $232K vs. budget, an increase of 2.19%. BUDGET VS. ACTUAL EXPENSES (unaudited)

Through April, DRPA and PATCO are roughly $4.6 million or 8.6% under budget. (During the same time period in 2017, YTD combined DRPA/PATCO expenses, were about $4.1 million under budget). PATCO’s favorable variances (under budget categories) are related to lower payroll, direct materials, and contractual and professional services expenses. etc. For the DRPA, the positive budget variances are primarily related to lower payroll /ESE expenses, and contractual and professional services, and repairs. GENERAL FUND AND THE 2018 CAPITAL PLAN 1. As we have mentioned previously, 2018 Capital Plan expenditures, beginning in the month of March, were totally funded through the General Fund. 2. The General Fund balance increased by approximately $3.1 million in June, as the $10.8 million plus in capital expenditures were more than offset by the $13.8 million monthly contribution to the General Fund from on-going operations. 3. YTD, the General Fund has dropped by roughly $30 million as a result of funding the 2018 capital plan. Although capital expenditures have approached the $6 million figure (YTD June), the positive cash flows vs. budget, primarily toll revenues and lower expenses, thus far have reduced the overall drop in the General Fund balances. Also, as mentioned previously, this trend will continue until the Authority issues proposed new revenue bond debt in the third quarter, at which time capital expenditures will be primarily funded through bond project funds.

OTHER INITIATIVES 1. Bond Related Transactions: a. A traffic study is a requirement of any new proposed revenue bond issuance. The traffic study is progressing and there is some expectation, based on a teleconference call today, that a draft report will hopefully be available by mid- August. b. As previously mentioned, 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 be made in the coming weeks based: 1) on advice from our Financial Advisors, 2) on financial market conditions and 3) on the potential exposure reduction benefits of such a transaction. c. DRPA is working to assemble a bond team to work on the project.

2. GFOA Submission: Finance staff prepared and delivered the Annual CAFR (Comprehensive Annual Financial Report) to the GFOA (Government Finance Officers Association), by the deadline, to hopefully qualify for its prestigious financial excellence in reporting award. (We have won this award for 25 consecutive years.) This document is included in the Board packet.

3. First Quarter 2018 Financials – Net income (before capital contributions) for the Authority is $16.2 million vs. $16.8 million in 2017. This small decrease is largely attributable to lower bridge and PATCO operating revenues, which we have reported previously. Second quarter numbers should improve based on aforementioned expected increase in traffic/toll revenues. Note: Quarterly, financial statements must be sent to our LOC and FRN banks in compliance with individual Reimbursement and Continuing Covenant agreements.

Respectfully submitted, James M. White, Jr. CFO/Treasurer CONSULTATIVE AND DELIBERATIVE WORKPAPERS DRPA/PATCO UNAUDITED FINANCIAL SUMMARY July 10, 2018

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE

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

DRPA Traffic 16,462,647 16,531,281 68,634 0.42% DRPA Toll Revenues $103,828,333 $104,405,154 $576,821 0.56%

Average Toll $6.3069 $6.3156 $0.0087 0.14% Note: Snow impacted February 2016 DRPA Traffic Increase (Decrease) from prior month 84,508 DRPA Revenue Increase (Decrease) from prior month $822,017

2017 vs. 2018 YTD thru 5/31/18 2017 Actual 2018 Actual Year-to-Year Change % Change

PATCO Ridership 4,491,562 4,415,108 (76,454) (1.70%) PATCO Net Passenger Revenues $11,081,101 $10,821,658 ($259,443) (2.34%) Average Fare $2.4671 $2.4511 ($0.0160) (0.65%)

PATCO Ridership Increase (Decrease) from prior month (3,318) PATCO Revenue Increase (Decrease) from prior month ($41,425)

BUDGET VS. ACTUAL 2018 YTD thru 4/30/18 2018 Budget (4 mo) 2018 Actual (4 mo) (Under) / Over Budget % (Under) / Over Budget

DRPA Traffic 16,041,078 16,531,281 490,203 3.06% DRPA Toll Revenues $101,491,779 $104,405,154 $2,913,375 2.87%

DRPA Traffic Increase (Decrease) from prior month 56,294 DRPA Revenue Increase (Decrease) from prior month $274,844

Frequent Bridge Traveler Credit $541,572 $577,296 $35,724 6.60%

Delayed Transaction (Net) Revenue $773,675 $637,330 ($136,345) (17.62%) # of Transactions Reviewed: 274,004 YTD 2018 # of Transactions Reviewed: 1,890,689 since 5/16

2017 vs. 2018 YTD thru 5/31/18 2018 Budget (5 mo) 2018 YTD Actual (5 mo) (Under) / Over Budget % (Under) / Over Budget

PATCO Ridership 4,351,758 4,415,108 63,350 1.46% PATCO Net Passenger Revenues $10,589,228 $10,821,658 $232,430 2.19%

PATCO Ridership Increase (Decrease) from prior month 33,576 PATCO Revenue Increase (Decrease) from prior month $66,567

OPERATING EXPENSES - YTD April 30, 2018

BUDGET VS. ACTUAL (UNAUDITED)

2018 YTD thru 4/30/18 2018 YTD Budget 2018 YTD Actual (Under) / Over Budget % (Under) / Over Budget DRPA Budget $34,100,873 $31,229,573 ($2,871,300) (8.42%) PATCO Budget $19,262,033 $17,520,357 ($1,741,676) (9.04%) Total $53,362,906 $48,749,930 ($4,612,976) (8.64%)

Change in Budget variance ($442,772)

2018 YTD thru 4/30/18 2018 YTD Budget 2018 YTD Actual (Under) / Over Budget % (Under) / Over Budget PATCO Subsidy ($10,335,922) ($8,409,907) ($1,926,015) (18.63%)

ESTIMATED GENERAL FUND BALANCE

Estimated Balance as of 6/30/2018 $573.1 million Est. Change from previous month $3.1 million - Increase since 5/31/2018

Note: DRPA 2013 bond project fund closed out in January 2018 CONSULTATIVE AND DELIBERATIVE WORKPAPERS DRPA/PATCO UNAUDITED FINANCIAL SUMMARY July 10, 2018

TOTAL DRPA BOND DEBT (in thousands of dollars)

6/30/2018 6/30/2017 1/1/2019 maturities Total Debt Outstanding $ 1,378,800 $ 1,434,665 $ (59,050)

TOTAL BOND DEBT BY TYPE As of 6/30/2018 (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 - 06/30/18 (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 ($71.3) $41.7 $68.3 Change from 12/31/17 ($44.6) $17.3

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. Board passed SS&R. Awaiting veto period expiration. 7. Proposed Bond Tranactions: Traffic Study underway for new money issuance. Issuance strategy related to new money and variable rate debt being finalized.

2017 Comprehensive Annual Financials Comprehensive Annual Financial Report For Years Ended December 31, 2017 and 2016

OF PENNSYLVANIA & NEW JERSEY INTRODUCTORY SECTION

Our Mission 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.

Our Vision Together we are world-class stewards of public transportation assets. Working collaboratively across all business units, we operate, maintain, improve and protect transportation infrastructure for the benefit of the citizens we serve throughout the Greater Philadelphia Region. We are committed to building credibility, earning public trust and creating public value.

STEWARDSHIP INTRODUCTORY SECTION

OF PENNSYLVANIA & NEW JERSEY

Comprehensive Annual Financial Report For Years Ended December 31, 2017 and 2016

Table of Contents

INTRODUCTORY SECTION Chairman’s Letter...... 7 Board of Commissioners...... 8 Organizational Chart, Officers and Executive Staff...... 10 Facilities...... 11 Report of the Chief Executive Officer...... 13 Letter of Transmittal...... 17

FINANCIAL SECTION Independent Auditor’s Report ...... 29

Required Supplementary Information - Part I Management’s Discussion and Analysis (Unaudited)...... 31

Combined Financial Statements Combined Statements of Net Position...... 40 Combined Statements of Revenues, Expenses and Changes in Net Position ...... 42 Combined Statements of Cash Flows ...... 44

Other Postemployment Benefits Trust Combined Statements of Fiduciary Net Position...... 46 Combined Statements of Changes in Fiduciary Net Position...... 47

Notes to Combined Financial Statements...... 48

Required Supplementary Information - Part II Schedules Related to Accounting and Reporting for Pensions (Unaudited):

Schedule of the Authority's Proportionate Share of the Net Pension Liability Commonwealth of Pennsylvania - State Employees' Retirement System (SERS)...... 111 Schedule of the Authority’s Contributions - Commonwealth of Pennsylvania - State Employees’ Retirement System (SERS)...... 112 Schedule of the Authority's Proportionate Share of the Net Pension Liability State of New Jersey - Public Employees' Retirement System (PERS)...... 113

Prepared by the Office of the Chief Financial Officer DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 3 INTRODUCTORY SECTION

FINANCIAL SECTION (CONT'D)

Schedule of the Authority's Contributions State of New Jersey - Public Employees' Retirement System...114 Schedule of the Authority's Contributions Teamsters Pension Plan of Philadelphia and Vicinity.....115 Notes to Required Supplementary Information - Part II...... 116

Required Supplementary Information - Part II Schedule Related to Other Postemployment Benefit Plans (Unaudited): Schedule of Funding Progress for Health Benefits Plan...... 117

Other Supplementary Information: Supplemental Schedules Combined Supplemental Schedule of Net Position Information by Fund ...... 118 Combined Supplemental Schedule of Changes in Fund Net Position Information by Fund...... 120 Supplemental Schedule of Net Position Information for Bond and Project Funds...... 121 Supplemental Schedule of Changes in Net Position Information for Bond and Project Funds...... 122

STATISTICAL SECTION (UNAUDITED) Financial Trend Data Net Position...... 125 Changes in Net Position...... 125

Revenue Capacity Data Major Revenues by Source...... 126 Toll Revenue by Bridge...... 126 Bridge Cash Toll Rates...... 126 Bridge Traffic by Vehicle Classification...... 127 Bridge Traffic By Bridge...... 127 PATCO Operating Revenues...... 127 PATCO Passenger Fares...... 127 PATCO Transit System Ridership...... 127

Debt Capacity Data Debt Service Coverage...... 128 Funded Debt...... 128 Ratio of Debt per Customer...... 128

4 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT INTRODUCTORY SECTION

STATISTICAL SECTION (UNAUDITED) (CONT'D)

Demographic and Economic Data Pennsylvania Port District Economic Statistics...... 129 Pennsylvania Port District Top Ten Employers...... 129 New Jersey Port District Economic Statistics...... 129 New Jersey Port District Top Ten Employers...... 129 Employment Shares by Sector: Greater Philadelphia Region 2016...... 129

Operating Information Bridge Operating Revenues...... 130 General Expenses by Function...... 130 Operating Statistics...... 131 Full-Time Authority Employees...... 131 Capital Expenditures...... 131 Capital Asset Statistics...... 131 Bridge and PATCO Operations...... 132

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 5 INTRODUCTORY SECTION

6 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT INTRODUCTORY SECTION

Chairman’s Letter

To Our Customers and Bondholders: I have had the privilege to serve as Chairman of the Board of Commissioners of the Delaware River Port Authority (DRPA) since my February 2015 appointment by Pennsylvania Governor Tom Wolf. In this role, I am committed to leading the Authority in a way that serves the best interest of the entire region, with a constant emphasis on Ryan N. Boyer transparency, financial accountability, operational excellence, and Chairman, DRPA creating public value. I am pleased to serve with a Vice Chair and fellow Commissioners who share that focus. Through our commitment to stewardship, service and community, we strive to deliver safe and efficient transportation services to the greater Philadelphia and South Jersey region. We continue to implement programs and strategies to make the DRPA more open, inclusive and transparent while improving operations and customer service. During the 2017 calendar year, we achieved many notable accomplishments, including: • DRPA and Port Authority Transit Corporation (PATCO) operating expenses for 2017 have, for the 16th consecutive year, come in under the combined budget. • The Benjamin Franklin, Betsy Ross, Commodore Barry and Walt Whitman bridges carried more than 105.8 million vehicles and PATCO’s passenger volume is at its highest since 1999. • In response to our continued financial discipline, Moody’s Investors Service upgraded all of the Authority’s Revenue and Port District Project Bonds. • Both the DRPA and PATCO had historically high revenues in 2017. • The DRPA received the Honor Award from the American Council of Engineering Companies for the Benjamin Franklin Bridge/PATCO Track Rehabilitation Project. • The Authority reinforced our commitment to diversity and inclusion for equal opportunity in employment, contracts and procurement. Moving forward, the Board’s priorities are to continue to deliver exceptional financial results, maintain the DRPA’s transportation assets in a state of good repair, enhance bridge and transit operations and deliver superior customer service; while seeking out additional resources for improvements. Working in collaboration with Vice Chairman Jeffrey Nash and our Board colleagues, along with our Executive Leadership team under the direction of Chief Executive Officer John T. Hanson and the dedicated DRPA and PATCO employees, we are determined to continuously improve our organizational performance to beneficially impact the region. Sincerely,

Ryan N. Boyer Chairman

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 7 INTRODUCTORY SECTION

Board of Commissioners as of June 30, 2018

PENNSYLVANIA

Honorable Tom Wolf Governor Commonwealth of Pennsylvania Ryan N. Hon. Eugene A. Christopher A. Joseph S. BOYER DEPASQUALE LEWIS MARTZ Chairman Auditor General Attorney Board Chairman & CEO Business Manager Commonwealth Blank Rome NHS Human Services Laborers’ District of Pennsylvania Council for Philadelphia & Vicinity

Gary Donna Hon. Joseph M. MASINO POWELL TORSELLA President and Donna Powell, LLC State Treasurer Business Manager Fiduciary Services Commonwealth Sheet Metal Workers of Pennsylvania Local 19

8 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT INTRODUCTORY SECTION

NEW JERSEY

Honorable Phil Murphy Governor State of New Jersey

Jeffrey L. Daniel E. Frank Charles NASH CHRISTY DIANTONIO FENTRESS Vice Chairman Freeholder Retired President Retired Police Sergeant Freeholder Gloucester County Construction & Delaware River Camden County Board Senior Council Representative General Laborers Port Authority of Chosen Freeholders for Northeast Regional Union Local 172 Council of Carpenters

Albert F. Bruce D. Richard Ricardo V. FRATTALI GARGANIO SWEENEY TAYLOR, JR. Co-Administrator Freeholder Financial Secretary, School Administrator Iron Workers District Burlington County Business Representative Pennsauken Township Council Philadelphia Senior Council Representative Ironworkers #399 Benefit & Pension Fund for Northeast Regional Council of Carpenters

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 9 INTRODUCTORY SECTION

Organizational Chart

BOARD Board Appointed Treasurer

Inspector General

Board Appointed Chief Executive – Internal and External Audits Corporate Secretary Officer – Whistleblower Hotline – Investigations (Non-EEO)

Deputy Chief Executive Officer

Director, Director, Director, Director, Director, Government Information Strategic Corporate Communications Procurement Relations Services Initiatives & Community Relations – Purchasing (DRPA/PATCO) – Capital Grants – Systems Development – Special Projects – Corporate Communications – Contract Administration – Production Systems – Community Relations

Chief PATCO General Chief Financial Chief Administrative Chief Operating Engineer General Manager Counsel Officer Officer Officer

– Planning/Design – Construction Assistant Deputy Director, Director, Directors, Director, & Maintenance General Manager General Counsel Human Resource Services Risk Management Bridges Fleet Management – Engineering Administration – Transit Services – All Legal – Compensation – – Claims Administration – Staffing & Recruiting – Business Development – Walt Whitman Bridge – Records Retention – Employee Relations – EEO – Commodore Barry Bridge Director, PATCO – Training – Ben Franklin Bridge – Way & Power – Customer Service Police Chief Fare Collection – Labor Contract Compliance – Revenue Operations Operations – Equipment – Safety – Mail Room – Ben Franklin Bridge – Fare Collection – Printing Services – Betsy Ross Bridge – Passenger Services – Benefits Administration – Commodore Barry Bridge – Contracted Services – Walt Whitman Bridge Director, Director, Director, – PATCO Transit Unit DRPA Finance Revenue PATCO Finance

Director, Emergency – Accounting – Revenue Audit – Accounting Management – Payroll – Budget & Homeland Security – Budget/Analysis – Revenue

Officers & Executive Staff

John T. Hanson Raymond J. Santarelli James M. White, Jr. John D. Rink Chief Executive Officer, DRPA General Counsel Chief Financial Officer PATCO General Manager President, PATCO & Corporate Secretary & Treasurer Rohan K. Hepkins Maria J. Wing Archer & Greiner Toni P. Brown, Esq. PATCO Assistant Deputy Chief Executive Officer New Jersey Counsel Chief Administrative Officer General Manager

Duane Morris, LLP Robert P. Hicks David J. Aubrey Pennsylvania Counsel Chief Operating Officer Acting Inspector General

Michael P. Venuto Chief Engineer

10 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT INTRODUCTORY SECTION

Facilities

Benjamin Franklin Bridge Walt Whitman Bridge Opened: July 1,1926 Opened: May 16, 1957

Commodore Barry Bridge Betsy Ross Bridge Opened: February 1, 1974 Opened: April 30, 1976

PATCO One Port Center Opened: February 15, 1969 Opened: 1996

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12 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT INTRODUCTORY SECTION

Report of the Chief Executive Officer

During 2017, the Delaware River Port Authority (DRPA) and Port Authority Transit Corporation (PATCO) Authority achieved significant milestones and made notable progress in addressing the challenges of aging infrastructure, and the increasing demand John T. Hanson and need for efficient and reliable public transportation services. Chief Executive Officer, DRPA DRPA and PATCO made significant and substantive advancements President of PATCO in key financial and operational areas, while continuing to emphasize strong financial discipline and increasing transparency.

We strive to demonstrate the value of the services that we deliver to the regional community in the spirit of STEWARDSHIP, SERVICE, AND COMMUNITY. In 2015, our Board of Commissioners approved a new mission statement and a vision statement that focused on the Authority's transportation mission and purpose of stewardship and service in operating and caring for the critical transportation infrastructure and facilities we hold in trust for the public.

Our mission and vision are intended to articulate the highest standards of quality and accountability that is expected from employees and the Board of Commissioners in service to the public. Our vision is to be regarded as a “world-class stewardship organization” by those we serve throughout our community and conveys the positive outcomes that we are committed to delivering.

In recent years, the Authority has achieved unprecedented financial performance through effective management practices, sound investments, strong expenditure controls and efficient operations. We are particularly proud of our capital infrastructure improvements, strategic financial management programs, ongoing efforts to introduce management efficiencies, and our strategic planning process. Together, with the support of our senior staff and executive leadership teams, the Authority continues to make significant strides towards fulfilling the mission and vision , and our commitment to diversity and inclusion in employment, contracting and procurement remained a key area of focus.

In 2017, total operating revenues for DRPA and PATCO were the highest in the Authority’s history. Both bridge traffic and revenues increased for the third consecutive year, exceeding budget projections, and PATCO ridership of 10.84 million riders was the highest level since 1999.

For the first time in more than a decade, Moody’s Investors Service upgraded the Authority’s ratings on both its senior bonds (revenue bonds) and its subordinate debt (port district project bonds), and Standard & Poor’s, using its new criteria, reaffirmed DRPA ratings on its revenue bonds and the port district project bonds in 2017.

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The Authority also continued to wind down its legacy economic development program, expending $4.2 million to effectively discharge all remaining economic development grant obligations by the end of 2017.

The Authority moved forward with the implementation and launch of its Enterprise Resource Planning (ERP) system, which will improve communication and efficiency, and allow the DRPA to be more effective stewards of the public’s assets, including physical, financial and human resources.

The Authority is implementing its strategic plan “Roadmap to World-Class Stewardship: 2017-2021”, to support resource allocation and asset management decisions that will enable DRPA and PATCO to successfully manage and operate its bridge and train assets today, and in the future. Through implementation and refinement, it will help the Authority to effectively plan and manage our operational environment and resource requirements to move us closer to realizing our vision of a world-class stewardship organization that consistently meets the highest standards of excellence in delivering its services.

The Authority remains steadfast to setting the bar high. As a world-class stewardship organization, we are committed to consistently meet the highest standards of excellence in delivering our services in a fiscally responsible manner.

Through our aggressive capital program, we will increase the efficiency, safety and convenience of travel for the hundreds of millions of commuters and riders who rely on our services annually.

We’re proud of our 2017 accomplishments and will apply best practices into 2018 and beyond. We look forward to serving with a strong sense of commitment to public stewardship.

Yours truly,

John T. Hanson Chief Executive Officer, Delaware River Port Authority President, Port Authority Transit Corporation

14 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT INTRODUCTORY SECTION

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 15 INTRODUCTORY SECTION

16 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT INTRODUCTORY SECTION

June 30, 2018 James M. White, Jr. Chief Financial Officer/ Treasurer

TO THE BOARD OF COMMISSIONERS OF THE DELAWARE RIVER PORT AUTHORITY The comprehensive annual financial report of the Delaware River Port Authority (“the Authority”) for the year ended December 31, 2017, is hereby submitted. Responsibility for both the accuracy of the data and the completeness and fairness of the presentation, including all disclosures, rests with the Authority. To the best of our knowledge and belief, the enclosed data is accurate in all material respects and is reported in a manner designed to present fairly the combined financial position and results of operations of the Authority. All disclosures necessary to enable the reader to gain an understanding of the Authority's financial activities have been included. The Authority’s Indentures of Trust require an annual audit of the Authority's financial statements by a firm of independent auditors. Additionally, as a recipient of funds from the Federal Transit Administration for projects involving the PATCO Transit System, the Authority is required to have a Single Audit performed annually by an independent auditor in accordance with the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). The purpose of the Single Audit is to determine the adequacy of the Authority’s internal controls and compliance with applicable laws and regulations relating to the receipt of federal assistance. The Authority retains an independent auditor to satisfy these audit requirements. The report of the independent auditor on the combined financial statements of the Authority is included in the financial section of this report. The Authority’s management is responsible for the content and presentation of the audited financial report. Management of the Authority is responsible for establishing and maintaining a system of internal control designed to ensure that the assets of the Authority are protected from loss, theft or misuse and to ensure that adequate accounting data is compiled to allow for the preparation of financial statements in conformity with Generally Accepted Accounting Principles (GAAP) in the United States of America. Internal controls are designed to provide reasonable, but not absolute, assurance that these objectives are met. The concept of reasonable assurance recognizes that: (1) the cost of a control should not exceed the resulting benefits; and (2) the analysis of costs and benefits requires estimates and judgments by management.

17 INTRODUCTORY SECTION

In addition, as a recipient of federal financial assistance, the Authority is required to ensure that adequate internal controls are in place to ensure compliance with applicable laws and regulations relating to that federal assistance. These internal controls are subject to periodic evaluation by the Office of the Inspector General and by the management of the Authority. The combined financial statements of the Authority are prepared using the accrual method of accounting in accordance with GAAP. Management has provided a narrative introduction, overview, and analysis to accompany the combined financial statements in the Management’s Discussion and Analysis (MD&A). This letter of transmittal is designed to complement the MD&A and should be read in conjunction with it. The Delaware River Port Authority’s MD&A can be found immediately following the report of the independent auditors. The Delaware River Port Authority is a public corporate instrumentality of the Commonwealth of Pennsylvania and the State of New Jersey created with the consent of Congress by compact legislation between the Commonwealth of Pennsylvania and the State of New Jersey. The Authority, which has no stockholders or equity holders, was created in 1952 as a successor to the Delaware River Joint Commission, which was created in 1931. The Authority is governed by a 16-member Board of Commissioners. The Governor of New Jersey appoints eight commissioners with the advice and consent of the Senate of New Jersey. The Governor of Pennsylvania appoints six commissioners, with the Auditor General and the State Treasurer of Pennsylvania serving as ex-officio commissioners for Pennsylvania. Commissioners serve five-year terms without compensation. The Board of Commissioners establishes policy and plans for the operations of the Authority. A Chief Executive Officer is appointed by the Board of Commissioners to implement policy and to manage the daily operations of the Authority. The Board of Commissioners of the Delaware River Port Authority has five committees established under the authority of its Bylaws. They are: the Operations and Maintenance Committee, the Projects Committee, the Executive Committee, the Finance Committee, and the Export Development and International Trade Committee. These committees adhere to the rules and leadership structure outlined in Article IX of the DRPA Bylaws. These Committees act pursuant to the power vested them under the Bylaws. The Board of Commissioners of the Delaware River Port Authority has also established, under the authority of resolution DRPA-10-040, an Audit Committee that is chaired by the Auditor General of Pennsylvania. The Audit Committee is charged with overseeing an annual independent financial audit along with a biennial performance audit. The Authority’s Board also adopted an Audit Committee charter through resolution DRPA-10-141. This resolution specifies that the purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibility relating to: (1) the Authority’s internal and external audit process, the financial reporting process, and all risk assessment and internal controls over financial reporting; (2)

18 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT INTRODUCTORY SECTION

compliance with applicable laws, policies, and accounting and auditing standards, and (3) communication between the Authority’s management, internal and external auditors, experts, other advisors, and the Board. The Audit Committee adheres to the rules and leadership structure outlined in resolutions DRPA-10-040 and DRPA-10-141. The Audit Committee acts pursuant to the power vested it under these two resolutions. It is not vested with any power under the Bylaws. In addition, to the aforementioned committees, the Board of Commissioners adopted resolutions DRPA 10-10-071 and DRPA 12-112, which established the Compensation and Labor Committees, respectively, to review the Authority’s compensation issues and current labor agreement(s), labor/employee relations and non-represented employee issues. These committees, similar to the Audit Committee, act pursuant to the power vested them under these two authorizing resolutions and are not vested with any power under the Bylaws. The Authority is vested with the ownership, control, operation, and collection of tolls and revenues of certain bridges spanning the Delaware River; namely, the Benjamin Franklin, Walt Whitman, Commodore Barry and Betsy Ross bridges. The Authority has also constructed and owns a high-speed transit system, which is operated by its wholly owned subsidiary, the Port Authority Transit Corporation (PATCO). The transit system operates between Philadelphia, Pennsylvania and Lindenwold, New Jersey.

BUDGET PROCESS The Authority prepares both operating and capital budgets annually. The annual operating budget is a financial planning tool for the associated fiscal year; it also sets the maximum spending limit for the Authority. The Authority's Chief Officers, Directors and staff contribute to the development of a preliminary operating budget based on the expected staffing and funding levels necessary to operate the Authority's facilities in an efficient and safe manner. After individual departmental proposed budgets are reviewed at budget hearings conducted by the Operating Budget Review Committee, (which consists of the Chief Executive Officer, Deputy Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, the General Manager of PATCO and other senior staff), a proposed operating budget is presented by the Chief Executive Officer to the Finance Committee and ultimately to the Board of Commissioners for its review and approval. Any subsequent addition of funds to the total operating budget requires the approval of the Board of Commissioners. A five-year capital budget, required by the Authority’s Compact, is also prepared through a similar process and submitted to the Finance Committee, and subsequently to the Board of Commissioners for approval. The capital budget is a

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planning document identifying the Authority's potential commitments. The approval of the capital budget does not in itself authorize any specific project. Specific approval by the Board of Commissioners is required before any capital project may commence. The foundation for the major capital budget projects (those projects greater than $200K) is the biennial inspection, which inspects all four bridges and PATCO. This inspection is required by the 1998 Revenue Bond Indenture. Smaller capital projects, primarily projects under $200K, are identified by various operating and administrative departments. Expenditures are monitored continuously throughout the year by the Finance Division to ensure that each department is in compliance with the approved operating and capital budgets and the established Policies and Bylaws of the Authority. In accordance with the Authority’s governing Revenue and Port District Project Bond Indentures, the next year’s annual operating budget must be submitted to the respective bond trustees by December 31st of each year. (The budgets are also filed with various banks, which provide either LOC facilities or LIBOR-indexed direct purchase loans to the Authority.) Pursuant to the Indentures, the Authority filed its 2017 operating budgets in late December 2016 with its bond trustees. The 2017 operating and capital budgets became effective in January 2017. (The Authority also filed its 2018 operating budgets with its bond trustees in late December 2017, as required by the bond indentures.)

FACTORS AFFECTING FINANCIAL CONDITION During the past several years, the Authority has taken significant strategic steps to strengthen its financial position through: cost-containment of personnel and non- personnel expenditures, increasing its liquidity through growth in its General Fund, and restructuring its debt and swap portfolios. The latter strategy is primarily in response to: changing financial markets, the exercise of various swaptions (in 2006, 2008 and 2010), passage of a board resolution mandating the liquidation of the Authority’s swap portfolio in an orderly and strategic fashion, the necessity of funding its various annual five-year Capital Programs, and the adoption of an annual Finance Action plan by the Authority’s Board of Commissioners (which has been implemented during the period of 2012 through 2017). Sustained traffic growth since 2014, has been a major factor impacting the Authority’s financial condition, resulting in an additional 5.1 million vehicles annually, thereby increasing the annual toll revenues to historically high levels. Annual toll revenues have increased from $297.3 million in 2014, rising to a high of $331.5

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million in 2017. Revenue growth has outpaced expense growth, with the net effect producing higher annual net income levels and a resultant strengthening of the Authority’s General Fund reserves (which exceeded $601 million at year-end) and a higher net position (which increased to $744.1 million, up from $587.8 million in 2014).

DEBT MANAGEMENT As mentioned previously, in the period of 2012 through 2017, the Authority and its Board approved comprehensive financial plans to: reduce the Authority’s debt, adopt a new swap policy, renegotiate and replace various LOC agreements to reduce its annual LOC facility costs, and to finance its five-year capital programs. Fixed Rate Debt: In 2012, the Authority used its General Fund for the early redemption of $96 million in Revenue Bond and Port District Project bonds, and to refund a large portion of its Port District Project Bond debt, substantially reducing its debt service for future years and improving its debt coverage ratio on its senior debt. In addition, the Authority executed the second part of its finance plan by issuing $153 million in Port District Project Refunding Bonds, Series 2012, to refund and redeem all of the outstanding principal balance and interest accrued on the Authority’s outstanding Port District Project bonds. As a result of these actions, the par amount of the Authority’s Port District Bond debt decreased from approximately $315 million to approximately $187 million. In December 2013, the Authority issued new revenue bonds (the 2013 Revenue Bonds), totaling $476.6 million, at attractive rates, in order to fund a significant portion of its 5-year Capital Program. The bonds were issued at a premium thereby netting the Authority an additional $11.6 million in proceeds. (At year-end 2017, approximately $2.9 million in bond project funds remain unspent.) While no fixed rate debt has been issued since 2013, the Authority has been given sufficient authorization by its Board of Commissioners to issue new debt in the future, if it is prudent to do so. (Please see Note 12, Debt Authorized not Issued, for additional information.) Fixed rate debt at December 31, 2017 totaled $950 million, representing approximately 65% of total debt.

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Variable Rate Debt: During the period of 2013 through 2017, the Authority continued the execution of its financial plans by significantly reducing its Direct Pay Letter of Credit (LOC) facility costs for its 2008 and 2010 Revenue Refunding Bonds. New LOC agreements were negotiated with existing and new LOC banks for the 2008 and 2010 Revenue Refunding Bonds, during this period. These actions, beginning in 2013, along with amortization of the variable rate debt, reduced the total annual LOC facility fees to such an extent that in 2017 annual variable rate fees had been reduced to about $3 million annually, a significant decrease from when such annual costs exceeded $11 million in 2012. In 2016, the Authority reduced its dependency on LOC facilities, which support its variable rate bonds, by replacing three (3) maturing LOCs with direct purchase LIBOR-Indexed loans negotiated with three (3) major banks. Total Direct Purchase loans totaled $265.8 million at year-end 2017, which represented roughly 53% of the Authority's variable rate debt. In December 2017, the Authority renegotiated and extended a LOC (which was set to expire at year-end) for a five (5) year period, resulting in a 23 basis point drop in LOC facility charges, which will result in savings approaching $1.0 million, over the term of the LOC. Total Debt: The Authority’s total bond debt decreased by $55.5 million to total $1.45 billion at year-end. (Please see Note 12 for additional information.) Swap Management: In 2014, the Authority adopted a new swap management policy and received Board authorization to replace its existing counterparty (UBS) on its 1995 and 1999 Revenue Bond Swap agreements. In July 2015, the Authority terminated its agreements with UBS and contracted with two new swap counterparties. By doing so, the Authority obtained “more favorable contract terms,” including: 1) removal of cross-default language existent in the original swap agreements and 2) unilateral, optional termination rights. Also, these two “swap novation” transactions increased counterparty credit quality and the diversification of its counterparty exposure. The Authority’s two (2) active swaps are analyzed annually (per GASB 53) and continue to be “effectively hedged” as of year-end December 31, 2017 (two swaptions remain inactive.) The Authority continues to regularly monitor its swap portfolio to ascertain whether there are opportunities to reduce or eliminate its swap exposures.

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The notional value of the two active swaps decreased by $42.3 million to total $504.8 million at December 31, 2017. Please see Note 4 for additional information. Bond Ratings: The implementation of the aforementioned strategic initiatives including on-going annual budget control, an affordable capital program and strong debt coverage were key factors in the ratings upgrade by Standard and Poor’s on all of the Authority’s revenue bonds in late November 2013, just prior to the issuance of its new 2013 revenue bonds. Ratings improved to “A” from “A-“with a stable outlook. At year-end 2015, Standard & Poor’s rated the Authority’s Revenue Bonds and Port District Project bonds at “A” and “BBB” (stable outlook), respectively. Moody’s Investors Service (Moody’s) debt ratings for the Authority were at “A3” and “Baa3” (stable outlook), on its Revenue and Port District Project Bonds, respectively. In April 2016, S&P, using its new ratings criteria for public finance entities, affirmed the Authority’s “A“ ratings (stable outlook) on its revenue bonds and raised the Authority’s ratings, on its subordinated debt (Port District Project Bonds), from “BBB” to “A-“ (stable outlook). Ratings by S&P on the Authority’s bonds were affirmed in 2017 and remain unchanged as of December 31, 2017. In October 2017, Moody’s upgraded all of the Authority’s long term bond debt, increasing the ratings on the revenue bonds from “A3” to “A2,” while also raising the port district bonds ratings from “Baa3” to “Baa2”, all with a “stable outlook.” These ratings upgrades were the first increases, by Moody’s, in the Authority’s bond debt ratings in over a decade. Moody’s cited the “continued positive traffic momentum,” a “manageable” capital program requiring no debt financing and solid liquidity reserves, as factors in the ratings upgrades. At December 31, 2017, Moody’s ratings on the Authority’s bond debt remain unchanged from October 2017 levels.

LOCAL ECONOMY From the latest data available (through 2016), it appears that population growth has increased by 0.04% in the Pennsylvania counties, while reflecting a population decrease by 0.14% in the New Jersey counties within the Port District versus 2015 totals. Employment growth has slowed down from past improvement in the Pennsylvania Port counties. In 2016, Pennsylvania counties the unemployment rate increased by 0.68% vs. the 2015 rate.

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Employment growth has shown continual improvement the past several years in New Jersey. During 2016, the unemployment rate, in the New Jersey counties, has declined by another 0.15% (dropping from 6.55% to 6.40%), following a drop of 2.03% from the 2015 rate of 8.58%. Additional information can be found in the Statistical Section of this report.

LONG-TERM FINANCIAL PLANNING An important component of the Authority’s long-term financial plan is ensuring that it has sufficient revenue to meet its operating and capital requirements. With assistance from its Financial Advisors, the Authority uses a long-term forecasting model, which creates a multi-year forecast of its revenues and expenses. The model incorporates numerous independent variables (including operating revenue and expense estimates, debt service coverage and capacity, etc.) in order to determine the annual cash flow required to create sufficient bonding capacity to finance its five-year capital plan. Results from a traffic engineering study, completed in November 2013, which contained projections for a ten-year period, were incorporated into this model for use in developing forecasts. The Authority regularly updates this model based on changes in business conditions and its financial performance. As mentioned in the “Budget Process” section of this document, each year, the Authority develops a five-year capital plan, which details the anticipated capital expenditures during this five-year period. This is a requirement of the Authority’s bond indentures. The Authority also performs a 5-year analysis of potential funding sources (including bond project funds, general fund monies, its annual operational surplus, and federal funding) to ensure funding of the program. The major capital programs originate in large part from the biennial inspections of all DRPA/PATCO facilities, which are conducted in every even-numbered year, by individual engineering firms. This is a requirement of our Bond Indentures. The 2017 Capital Plan, developed, during the year 2016, and approved in December 2016 outlined numerous bridge, transit system, security and technology project expenditures approaching $754.9 million (net of federal funding), for the five-year period commencing in 2017. The 2017 fiscal year budget for capital expenditures totaled $158.3 million, net of federal funding. For the year ending December 31, 2017, the Authority made approximately $133.2 million in capital expenditures primarily funded by its bond project funds, along with the General Fund and some federal funds.

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In December 2017, the Authority’s Board approved its 2018 Capital Budget in the amount of $166.8 million and a total 5-year capital plan with projected expenditures of $770.3 million, up slightly (or an increase of $15.4 million) from the total 2017 plan. With bond project funds almost exhausted as of year-end 2017, the capital plan in 2018 is expected to be primarily funded by the general fund.

BRIDGE TOLL AND PASSENGER FARE SCHEDULES There have been no changes to the Authority’s bridge toll and passenger fare schedules since July 2011. However, as described below, the Authority’s Board did reinstitute a “frequent bridge traveler” credit program, which became effective in December of 2015. Reinstitution of E-ZPass Frequent Bridge Traveler Credit: Under Board Resolution DRPA 15-090, the Authority reintroduced an $18 credit/18 trips per month for passenger vehicles in the NJ E-ZPass system. The new toll credit program became effective on December 1, 2015 with the first credit issued in January 2017 to eligible account holders. The Authority paid out approximately $1.7 million during fiscal year 2017 related to this program, however this reduction in revenues was offset by an initiative established in 2016 (“delayed transaction processing”), which enabled the Authority to capture $2.5 million in additional toll revenues in 2017. (Please see Note 16 for the current toll and fare schedules).

AWARDS AND ACCOMPLISHMENTS The Government Finance Officers Association of the United States and Canada (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the Delaware River Port Authority for its comprehensive annual financial report for the fiscal year ended December 31, 2016. This was the twenty-fifth consecutive year that the Authority has achieved this prestigious award. In order to be awarded a Certificate of Achievement, a government must publish an easily readable and efficiently organized comprehensive annual financial report. This report must satisfy both generally accepted accounting principles and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. We believe our current comprehensive annual financial report continues to meet the Certificate of Achievement Program’s requirements and we are submitting it to the GFOA to determine its eligibility for another certificate. The preparation of this report would not have been possible without the dedication and effectiveness of the entire Finance Division staff, with support by the Government &

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 25 INTRODUCTORY SECTION

Corporate Communications Department and Printing Services. I would especially like to express my appreciation to the members of these departments who contributed in the preparation of this report. Special thanks must also be given to the Chairman, Vice-Chairman, Chief Executive Officer, Deputy Chief Executive Officer and the Finance and Audit Committees of the Board for maintaining the highest standards in the management of the Delaware River Port Authority's finances. Special thanks also goes to DRPA’s David Aubrey, Acting Inspector General, for his leadership in facilitating this financial audit.

Respectfully submitted,

James M. White, Jr. Chief Financial Officer/Treasurer

26 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT STEWARDSHIP ARDSHIP TEW S

INDEPENDENT AUDITOR'S REPORT

To the Board of Commissioners Delaware River Port Authority

Report on the Financial Statements

We have audited the accompanying combined financial statements of the Delaware River Port Authority and subsidiary, which comprise the combined statements of net position as of December 31, 2017 and 2016, and the related combined statements of revenues, expenses and changes in net position, and cash flows, for the years then ended, together with the combined statements of fiduciary net position as of December 31, 2017 and 2016, and the combined statements of changes in fiduciary net position for the years then ended, and the related notes to the combined financial statements, which collectively comprise the Delaware River Port Authority and subsidiary’s basic financial statements as listed in the table of contents.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Delaware River Port Authority and subsidiary’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Delaware River Port Authority and subsidiary’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Opinions

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Delaware River Port Authority and subsidiary as of December 31, 2017 and 2016, and its changes in financial position and cash flows thereof for the years then ended, in accordance with accounting principles generally accepted in the United States of America.

29 FINANCIAL SECTION

32300

Other Matters

Required Supplementary Information

Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis and the schedules listed under the heading Required Supplementary Information within the table of contents be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.

Other Information

Our audit was conducted for the purpose of forming opinions on the combined financial statements that collectively comprise the Delaware River Port Authority and subsidiary’s basic financial statements. The accompanying supplemental schedules, as listed in the table of contents, and the introductory and statistical sections are presented for purposes of additional analysis and are not a required part of the basic financial statements.

The accompanying supplemental schedules are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the accompanying supplemental schedules are fairly stated, in all material respects, in relation to the basic financial statements as a whole.

The introductory section and statistical section, as listed in the table of contents, have not been subjected to the auditing procedures applied in the audit of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on them.

Respectfully submitted,

BOWMAN & COMPANY LLP Certified Public Accountants & Consultants

Voorhees, New Jersey June 30, 2018

30 DRPA 2016 Comprehensive Annual Financial Report

FINANCIAL SECTION Management’s Discussion & Analysis MANAGEMENT’S DISCUSSION AND ANALYSIS (UNAUDITED) (Unaudited) As management of the Delaware River Port Authority (the “Authority”), we offer readers of our financial statements this narrative overview and analysis of the financial activities of the Authority for the years ended December 31, 2017 and 2016. We encourage readers to consider the information presented here in conjunction with additional information that we have furnished in our letter of transmittal. All amounts are expressed in thousands of dollars unless otherwise indicated.

FINANCIAL HIGHLIGHTS • Total operating revenues were $366.0 million in 2017, the highest level in DRPA history. 2017 revenues increased $11.3 million or 3.18% over 2016 revenues. The increase was primarily related to an $11.8 million net increase in bridge toll revenues. • The $11.8 million net increase in toll revenues (up 3.68%) during the year was primarily attributable to higher commercial vehicle volume and a 1.0 million increase in automobile volume. The average toll based on total vehicle volume increased from $6.22 in 2016 to $6.26 in 2017. • Bridge traffic increased, for the third consecutive year, exceeding 52.9 million vehicles. Traffic was up by 1.1 million vehicles, a 2.12% increase over 2016 totals. Non-commercial traffic increased by 0.93 million vehicles accounting for 84.8% of the 2017 total increase. Traffic on the bridges was positively impacted by an improvement in general economic conditions in the region and a lack of inclement weather during the year. • Total operational expenses decreased to $221.5 million, down $1.6 million or by 0.72. % vs. 2016 expenses. This decrease is primarily attributable to decreases in G&A expenses, which were partially offset by increased bridge and PATCO operations. • The Port Authority Transit Corporation (“PATCO”) is a wholly-owned subsidiary of the Delaware River Port Authority (DRPA) and is subsidized by the DRPA. Total PATCO expenses exceeded total PATCO revenues by $ 22.0 million in 2017 and by $22.1 million in 2016. The operating loss decreased by $59 thousand from 2016 to 2017, a decrease of 0.27%. • PATCO net passenger fare revenues increased by 1.88% (or by roughly $0.5 million), to $26.6 million from $26.1 million in 2016, primarily resulting from the impact of increased PATCO ridership of 186 thousand (up 1.75%), to 10.8 million riders versus 10.7 million riders in 2016. PATCO ridership was up due to a general improvement in economic conditions and lack of inclement weather. Total PATCO revenues were up $0.3 million overall. • Total “non-restricted” investments increased by $41.8 million, an increase of 7.90%. This increase primarily was related to the increase in the General Fund balances attributable to higher toll revenues and lower operating and non-operating expenses. Cash and cash equivalents and investment balances increased by $35.5 million (up 6.27%) to total $601.5 million at year-end. • Restricted investments, including the 2013 bond project fund, decreased by $80.8 million (from $309.5 million to $228.6 million). At year-end, the bond project fund (used for funding capital projects) totaled $2.9 million, down $78.2 million, or 96.4%, from 2016. • Total debt outstanding decreased by $55.5 million to total $1.45 billion at year-end. (Moody’s Investors Service upgraded all of the Authority’s revenue and port district project bonds in October.) • During 2017, one Direct Pay Letter of Credit (LOC) expired and was extended for five-year tenor, at significantly reduced LOC facility rates. The expectation is that the Authority will save approximately $1.0 million over the life of the LOC. • Capital expenditures totaled $133.2 million vs. $124.1 million, an increase of $9.13 million, third highest in DRPA history. • Economic development expenditures totaled $4.2 million in 2017, an increase in such expenditures of nearly $0.8 million vs. 2016. (Note: the Authority’s economic development spending now reflects only previously committed projects, as the Authority’s Board approved a discontinuation of any new economic development projects in 2011.) • The assets and deferred outflows of resources of the Authority exceeded its liabilities and deferred inflows of resources at the close of 2017 resulting in a net position of $744.1 million, an increase of $88.9 million. Net income before capital contributions increased from $64.6 million to $81.3 million, a year-to-year increase of $16.7 million. • Debt service coverage for revenue bond debt (as calculated based on the 1998 Bond Indenture) increased to 2.09x in 2017 from 1.92x in 2016, as net revenues available for debt ($238.2 million) increased by $15.3 million or 6.9%. • The Authority made its annual funding contribution of $5.0 million to its OPEB irrevocable trust, thereby reducing its net OPEB obligation from $21.1 million to $14.5 million at year-end.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 31 FINANCIAL SECTION

FINANCIAL POSITION SUMMARY (in Thousands)

A large portion of the Authority’s net position are capital assets (e.g., land, buildings, machinery, and equipment), less any related debt used to acquire those assets that is still outstanding. The Authority uses these capital assets mainly to provide bridge facilities and transit services to customers; consequently, these assets are not available for future spending. Although the Authority’s investment in its capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities.

Delaware River Port Authority's Net Position

2017 2016 2015

Current and other assets $ 877,681 $ 915,847 $ 957,552

Capital assets 1,562,816 1,490,869 1,425,817

Total assets 2,440,497 2,406,716 2,383,369

Deferred outflows of resources 112,346 127,922 127,818

Long-term liabilities outstanding 1,656,608 1,738,489 1,793,857

Other liabilities 145,377 137,953 125,363

Total liabilities 1,801,985 1,876,442 1,919,220

Deferred inflows of resources 6,724 2,955 3,597

Net position:

Net investment in capital assets 271,323 235,795 203,366

Restricted 205,742 209,924 219,485

Unrestricted 267,069 209,522 165,519

Total net position $ 744,134 $ 655,241 $ 588,370

In 2017, the Authority’s net position increased in the amount of $88.9 million or by 13.57% as compared to 2016. Key factors impacting this increase were similar to those existent in 2016; continued strong operating revenues of $366.0 million which fueled the increase in total operating and non-operating income before capital contributions of $81.3 million. Capital contributions in 2017 totaled $7.6 million vs. $2.2 million for 2016.

The Authority’s net position in 2016 increased by $66.9 million largely due to income before contributions of $64.6 million and capital contributions of $2.2 million.

32 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

Summary of Changes in Net Position

2017 2016 2015

Operating revenues: Bridge tolls $ 331,537 $ 319,778 $ 307,240 PATCO passenger fares 26,562 26,073 24,943 Other 7,881 8,861 9,111 Total operating revenues 365,980 354,712 341,294

Operating expenses (160,243) (164,197) (149,352)

Excess before depreciation and other non-operating income and expenses 205,737 190,515 191,942

Depreciation (61,270) (58,933) (57,614)

Operating income 144,467 131,582 134,328

Non-operating revenues: Investment income, net of change in fair value 9,128 7,944 7,834 Gain on disposal of capital assets - - 1,691 Other 4,820 3,820 4,307 Total non-operating revenues 13,948 11,764 13,832

Non-operating expenses: Interest expense (72,556) (74,419) (75,792) Amortization expense (100) (100) (100) Economic development activities (4,194) (3,404) (4,167) Loss on disposal of capital assets - (84) (1,732) Other (229) (705) (842) Total non-operating expenses (77,079) (78,712) (82,633)

Income before capital contributions 81,336 64,634 65,527

Capital contributions 7,557 2,237 36,758

Change in net position 88,893 66,871 102,285

Net Position, January 1 655,241 588,370 486,085

Net Position, December 31 $ 744,134 $ 655,241 $ 588,370

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 33 FINANCIAL SECTION

REVENUE SUMMARY

Summary of revenues for the year ended December 31, 2017 and the amount and percentage change in relation to prior year amounts is as follows: Increase/ Percent REVENUE SUMMARY 2017 2016 Percent of (Decrease) Increase/ Summary of revenues for the year ended December 31, 2017 and the amountAmount and percentage Amount change in Total From 2016 (Decrease) relation to prior year amounts is asOperating follows: Increase/ Percent Bridge tolls $ 331,537 $ 319,778 86.78%$ 11,759 3.68% 2017 2016 Percent of (Decrease) Increase/ PATCO passenger fares 26,562 26,073 7.08%$ 489 1.88% Amount Amount Total From 2016 (Decrease) Other 7,881 8,861 2.40%$ (980) -11.06% Operating Bridge tolls Total $operating331,537 $ 319,778 86.78%365,980$ 11,759 354,7123.68% 96.26%$ 11,268 3.18% PATCO passenger fares Non-Operating26,562 26,073 7.08%$ 489 1.88% Other 7,881 8,861 2.40%$ (980) -11.06% Investment income 9,013 7,720 2.10%$ 1,293 16.75% Total operating 365,980 354,712 96.26%$ 11,268 3.18% Other 2,953 2,528 0.69%$ 425 16.82% Non-Operating Other grant revenues 1,867 1,292 0.35%$ 575 44.52% Investment income Capital contributions9,013 7,720 2.10%7,557$ 1,293 2,23716.75% 0.61%$ 5,320 237.80% Other 2,953 2,528 0.69%$ 425 16.82% Other grant revenues Total Revenues1,867 (before change1,292 in 0.35%$ 575 44.52% Capital contributions fair value)7,557 2,237 0.61%387,370$ 5,320 368,489237.80% 100.00% 18,881 5.12%

Total Revenues (before changeChange in in fair value of derivatives 115 224 - $ (109) -48.65% fair value) 387,370 368,489 100.00% 18,881 5.12% Total revenues $ 387,485 $ 368,713 - $ 18,772 5.09% Change in fair value of derivatives 115 224 - $ (109) -48.65% • Total operating revenues in 2017 almost reached the $366.0 level, increasing by $11.3 million, or Total revenues $ 387,485 $ 368,713 - $ 18,772 5.09% by 3.18%. DRPA experienced historic highs in toll revenues of $331.5 million, which contributed • Total operating revenues in 2017to thisalmostlarge reac increase.hed the $366.PATCO0 level,alsoincreasi experienceng by d$11.historic3 million, highsor in net passenger revenues of $26.6 by 3.18%. DRPA experiencedmillionhistoric. highs in toll revenues of $331.5 million, which contributed to this large increase. PATCO• Netalso bexperienceridge tolld rhistoricevenue hisghsincreased in net pass byenger $11.8 revenuesmillion,of or$26. by6 3.68% during 2017. (Bridge tolls million. accounted for 90.59% of total operating revenues vs. 90.15% in 2016.) • Net bridge toll revenues•increasedIn 2017, by traffic$11.8 totalmillion,ed 52.or 9by m3.68illion% v ehicles.during 2017 Traffic. (Bridge increas tollsed by 2.12%, or by 1.1 million vehicles, accounted for 90.59% of total drivenoperating by,reinvenues part, vs.a 90.lack15of% ininclement 2016.) weather during the year and improvement in the overall • In 2017, traffic totaled 52.9 millioneconomy vehicles.. Automobil Traffic increase vehicleed by volum2.12%e,accountedor by 1.1 million for approximately vehicles, 90.0% of the total change in the driven by, in part, a lack of inclement weather during the year and improvement in the overall economy. Automobile vehicle volumtraffic evaccountedolume increase. for approximately The year-t90.0%o-yearof atheveragetotal change toll rate in incr the eased from $6.22 to $6.26. traffic volume increase. The• yeaPATCOr-to-yearnet averagepassenger toll rate f areincr easerevenuesd from in$6.22creas toed $6.26. by 1.88%, to $26.6 million in 2017 versus $26.1 • PATCO net passenger fare revenuesmillion inin2016creas,edprimarily by 1.88%,resultantto $26.6frommilliontheinimpac2017 versust of a slight$26.1 improvement in PATCO ridership of million in 2016, primarily resultant186 fromthousandthe impac (upt1.75%).of a slight improvement in PATCO ridership of 186 thousand (up 1.75%).

SUMMARY OF CASH FLOW ACTIVITIES 34 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT The following shows a summary of the major sources and uses of cash and cash equivalents. Cash equivalents are considered highly liquid investments with a maturity of three months or less.

2017 2016 2015

Cash flow from operating activities $ 204,876 $ 211,240 $ 182,185

Cash flow from non-capital financing activities (3,357) (1,395) 4,561

Cash flow from capital and related financing activities (254,340) (250,788) (227,562)

Cash flow from investing activities 47,926 54,838 36,245

Net increase (decrease) in cash and cash equivalents (4,895) 13,895 (4,571)

Cash and cash equivalents, beginning 43,620 29,725 34,296

Cash and cash equivalents, ending $ 38,725 $ 43,620 $ 29,725

CAPITAL ASSETS AND DEBT ADMINISTRATION

Capital Assets. The Authority’s investment in capital assets for its activities through December 31, 2017 amounted to $1.56 billion (net of accumulated depreciation), an increase of $71.9 million over the previous year. This investment in capital assets includes: land, bridges, transit system, port enhancements, buildings and machinery. The total percentage increase in the Authority’s investment in capital assets for the current year was 4.83%.

Major capital asset events during the current year included the following: • Completion of the PATCO track rehabilitation across the Ben Franklin Bridge in the amount of $8.7 million. • PATCO transit car rehabilitation and overhaul in the amount of $36.5 million. • Deleading and repainting (suspended span, towers and anchorages) work at the Walt Whitman Bridge in the amount of $30.6 million.

• Partially funding costs of implementing a new ERP (Enterprise Resource Planning) system in the amount of $8.9 million. FINANCIAL SECTION

EXPENSE SUMMARY

A summary of expenses for the year ended December 31, 2017 and the amount and percentage change in relation to prior year amounts is as follows: Increase/ Percent 2017 2016 Percent (Decrease) Increase/ Amount Amount of Total From 2016 (Decrease)

Operating: Bridge $ 54,116 $ 50,737 16.81% $ 3,379 6.66% PATCO 42,194 42,706 14.15% $ (512) -1.20% General Administration 60,142 66,964 22.19% $ (6,822) -10.19% Other 3,791 3,790 1.26% $ 1 0.04% Depreciation 61,270 58,933 19.52% $ 2,337 3.97%

Total operating 221,513 223,130 73.92% $ (1,617) -0.72%

Non-Operating: Interest Expense 72,556 74,419 24.65% $ (1,863) -2.50% Amortization 100 100 0.03% $ 0 0.44% Other 229 789 0.26% $ (560) -70.93% Economic Development 4,194 3,404 1.13% $ 790 23.21%

Total Non-Operating 77,079 78,712 26.08% $ (1,633) -2.07%

Total Expenses $ 298,592 $ 301,842 100.00% $ (3,250) -1.08%

• Total operating expenses decreased by $1.6 million (or -0.72%) to $221.5 million, attributable primarily to decreases in PATCO operational and general administration expenses. • Bridge operations increased by $3.4 million (or by 6.66%) versus 2016. Bridge operating costs were impacted by pension, wages and some health insurance increases. • General administration expenses decreased by $6.8 million, down 10.19%, largely attributable to reduced pension, public liability reserve and biennial inspection expenses. • PATCO operational expenses decreased by $0.5 million (or by 1.2%), primarily attributable to decreases in equipment and way and power maintenance costs (down $1.8 million or 8.5%), which were partially offset by a $0.7 million increase in transportation expenses. • Total non-operating expenses also decreased by $1.6 million, primarily attributable to reduced interest expense. • Interest expense decreased by $1.9 million, which was primarily related to the annual reduction in debt outstanding ($55.5 million). • Economic development expenditures totaled $4.2 million in 2017, an increase of $0.8 million (or 23.21%) from expenditures in 2016, resulting from a closeout on an existing economic development legacy project. • Total expenses totaled $298.6 million, reflecting a year-to-year decrease of $3.3 million (or by - 1.08%) largely attributable to the aforementioned decreases in general administration expenses, and by reduced total non-operating expenses.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 35 FINANCIAL SECTION

SUMMARY OF CASH FLOW ACTIVITIES The following shows a summary of the major sources and uses of cash and cash equivalents. Cash equivalents are considered highly liquid investments with a maturity of three months or less.

2017 2016 2015

Cash flow from operating activities $ 204,876 $ 211,240 $ 182,185

Cash flow from non-capital financing activities (3,357) (1,395) 4,561

Cash flow from capital and related financing activities (254,340) (250,788) (227,562)

Cash flow from investing activities 47,926 54,838 36,245

Net increase (decrease) in cash and cash equivalents (4,895) 13,895 (4,571)

Cash and cash equivalents, beginning 43,620 29,725 34,296

Cash and cash equivalents, ending $ 38,725 $ 43,620 $ 29,725

CAPITAL ASSETS AND DEBT ADMINISTRATION

Capital Assets. The Authority’s investment in capital assets for its activities through December 31, 2017 amounted to $1.56 billion (net of accumulated depreciation), an increase of $71.9 million over the previous year. This investment in capital assets includes: land, bridges, transit system, port enhancements, buildings and machinery. The total percentage increase in the Authority’s investment in capital assets for the current year was 4.83%.

Major capital asset events during the current year included the following: • Completion of the PATCO track rehabilitation across the Ben Franklin Bridge in the amount of $8.7 million. • PATCO transit car rehabilitation and overhaul in the amount of $36.5 million. • Deleading and repainting (suspended span, towers and anchorages) work at the Walt Whitman Bridge in the amount of $30.6 million.

• Partially funding costs of implementing a new ERP (Enterprise Resource Planning) system in the amount of $8.9 million.

36 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

Delaware River Port Authority's Capital Assets (Net of Depreciation)

2017 2016 2015

Land $ 74,076 $ 74,076 $ 74,100 Construction in progress 576,699 530,307 441,577 Bridges and related buildings and equipment 544,578 554,799 582,262 Transit property and equipment 366,091 330,003 326,343 Port enhancements 1,372 1,684 1,535

Total $ 1,562,816 $ 1,490,869 $ 1,425,817

Additional information on the Authority’s capital assets can be found in Note 7 of this report. Long-term Debt. The Authority’s total bond debt decreased to $1.45 billion (shown below by issue) at year-end, down from $1.51 billion at the prior’s year-end, a decrease of $55.5 million. Of this amount, $1.30 billion (or 89.28% of total debt) represents revenue bond debt, which is backed by toll revenues from the Authority’s bridges. The remaining debt of $0.16 billion represents subordinated obligations of the Authority. The Authority’s debt portfolio consists of $0.95 billion (or 65.3% of total debt) in fixed-rate debt, with the remaining $0.5 billion in variable rate mode. The variable rate debt is backed by two (2) direct-pay bank letters of credit and four (4) LIBOR-indexed direct purchase loans.

Delaware River Port Authority's Outstanding Debt (Revenue, Revenue Refunding, Port District Project and Port District Project Refunding Bonds)

2017 2016 2015

1999 Port District Project Bonds $ 15,820 $ 20,065 $ 24,010 2008 Revenue Refunding Bonds 232,015 251,605 270,180 2010 Revenue Refunding Bonds 272,795 295,495 316,955 2010 Revenue Bonds 307,956 307,930 307,905 2012 Port District Project Refunding Bonds 140,146 148,538 156,725 2013 Revenue Bonds 486,089 486,656 487,223

Total (net of amortizing premium and discount) $ 1,454,821 $ 1,510,289 $ 1,562,998

Additional information on the Authority’s outstanding debt can be found in the Letter of Transmittal on page 21 and in Note 12 which begins on page 79 of this report.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 37 FINANCIAL SECTION

Bond Ratings. During the latter part of 2013, the Authority experienced its first major change in its bond ratings since 2010. In November 2013, just prior to the issuance of new revenue bonds, Standard and Poor’s (S&P) upgraded the Authority’s outstanding revenue bonds to “A” (from “A-“), with a stable outlook, and also raised the underlying rating on the outstanding port district project bonds to “BBB” (from “BBB-"). The ratings change reflected the Authority’s strong financial management with historical operating results under budget, its strong liquidity position (especially growth in its General Fund), the Board of Commissioners’ mandate to exit economic development, and its focus on debt management restructuring and funding “core infrastructure assets.”

In April 2016, S&P, using its new ratings criteria for public finance entities, affirmed the Authority’s “A“ ratings (stable outlook) on its revenue bonds and raised the Authority’s ratings, on its subordinated debt (Port District Project Bonds), from “BBB” to “A-“(stable outlook). Ratings by S&P on the Authority’s bonds were affirmed in 2017 and remain unchanged as of December 31, 2017.

In October 2017, Moody’s upgraded all of the Authority’s bond debt. The Authority’s underlying revenue bond ratings increased to “A2” from “A3” and the port district project bonds moved to “Baa2” from “Baa3”, all with a “stable outlook”. This is the first upgrade of the Authority’s bond ratings by Moody’s in more than a decade. Moody’s cited the “continued positive traffic momentum,” a “manageable” capital program requiring no debt financing and solid liquidity reserves, as factors in the ratings upgrades. At December 31, 2017, Moody’s ratings on the Authority’s bond debt remain unchanged from October 2017 levels.

The underlying debt ratings on the Authority’s bond issues, as of December 31, 2017, are shown below:

Issue Moody's S&P

Revenue and Revenue Refunding Bonds A2 A (2008, 2010 and 2013 bonds) Stable Stable

Port District Project and Port District Project Baa2 A- Refunding Bonds (1999 and 2012 bonds) Stable Stable

Additional information related to the Authority’s bond ratings, including its “jointly supported transactions” ratings on its 2008 and 2010 Revenue Refunding Bonds can be found in the sub-section entitled “Bond Ratings” under Note 12 and “Commitments” under Note 16 of this report.

38 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

ECONOMIC FACTORS AND NEXT YEAR’S BUDGETS

The following factors were considered in preparing the Authority's budget for the 2018 year:

• Moderate growth in the overall regional economy. • No bridge toll or PATCO fare increases during 2018. • Budgeted bridge traffic is expected to increase by 2.2 million vehicles to 52.9 million vehicles, a 4.40% budget to budget increase, based on modest expectations of change in underlying economic factors. • Bridge toll revenues are projected to approach $332.4 million, which represents an $11.5 million, increase (or 3.57%) in budgeted toll revenues vs. 2017. (Net toll revenues include a three-day adjustment for the projected impact of inclement weather.). • Increase of 0.99% in projected total PATCO fares and other revenues versus the 2017 budget, increasing from $27.0 million to $27.3 million. The 0.99% budgeted increase for 2017 PATCO revenues is based on continued modest economic growth in the region, and initiatives to develop non-peak ridership through social media marketing and other community outreach initiatives. • PATCO ridership is budgeted to increase slightly by 50 thousand (or by 0.48 %) vs. the 2017 budget, to a total of 10.5 million riders annually. • Biennial inspection costs are estimated to be $2.8 million in 2018, a budgeted increase of $2.2 million (The biennial inspection of all DRPA/PATCO facilities last occurred in 2016). • The DRPA budgets project $103.1 million in spending. DRPA operating expenses are expected to increase by nearly $3.9 million, or a 3.94% increase, primarily attributable to increased payroll and employee service expenses and repairs/maintenance, which were partially offset by lower utilities, insurance and data processing expenses. The PATCO operating budget, totaling $57.5 million in projected spending, increased by $1.1 million, or by 1.89%, attributable primarily due to payroll and employee service expenses, contractual services and repairs/maintenance. The combined DRPA and PATCO budgeted operating expenses are expected to increase from $155.9 million to total $160.6 million, or a 3.04% increase over 2017. • Budgeted total debt service decreased slightly to $132.5 million, from the prior year’s total ($132.7 million). 85.76% of the total debt service is attributable to the outstanding revenue bonds (senior debt). (Note: The Authority expects to defease some existing bonds and issue new bonds in 2018, which will impact 2018 budgeted debt service – see Note 19, Subsequent Events). • Bank Direct Pay Letters of Credit and remarketing costs (related to the 2008 and 2010 Revenue Refunding variable rate bonds) are expected to decrease by approximately $0.6 million, a 34.43% decrease, largely a function of the lower LOC facility fees negotiated with one bank in late December 2017. • Capital budget expenditures for 2018 are budgeted at approximately $166.8 million, up $8.5 million from the $158.3 million budgeted for 2017. Large capital projects in 2017 include several significant projects, such as: the Walt Whitman and Commodore Barry Bridge Deleading and Repainting projects, the Betsy Ross painting and steel repairs project, the PATCO fleet car rehabilitation project, and the Lindenwold Yard Track Rehab project, which together are budgeted to exceed $76.0 million in total expenditures (prior to federal funding) in 2018.

The Authority’s actual financial results could vary materially from management’s expectations because of changes in the above factors, and other risks and uncertainties that adversely impact the Authority’s operations.

REQUESTS FOR INFORMATION

This financial report is designed to provide a general overview of the Authority’s activities for all of those with an interest in the Authority’s activities through December 31, 2017. Questions from interested parties concerning any of the information provided in this report or requests for additional financial information should be addressed to the Office of the Chief Financial Officer, Delaware River Port Authority, One Port Center, 2 Riverside Drive, P.O. Box 1949, Camden, NJ 08101-1949.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 39 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Net Position December 31, 2017 and 2016 (amounts expressed in thousands)

2017 2016

Assets Current Assets Cash and cash equivalents $ 30,924 $ 37,226 Investments 570,607 528,807 Accounts receivable, net of allowance for uncollectibles 14,196 8,375 Accrued interest receivable 452 330 Transit system and storeroom inventories 6,043 6,220 Economic development loans - current 421 576 Prepaid expenses 5,950 5,464 Restricted assets Cash and cash equivalents 7,801 6,394 Investments 225,689 228,290 Accrued interest receivable 4 4

Total current assets 862,087 821,686

Noncurrent Assets Restricted investments for capital projects 2,929 81,161

Capital assets, net of accumulated depreciation Land 74,076 74,076 Construction in progress 576,699 530,307 Bridges and related buildings and equipment 544,578 554,799 Transit property and equipment 366,091 330,003 Port enhancements 1,372 1,684

Total capital assets 1,562,816 1,490,869

Other Economic development loans, net of allowance for uncollectibles 11,670 11,906 Debt insurance costs, net of amortization 995 1,094

Total other assets 12,665 13,000

Total noncurrent assets 1,578,410 1,585,030

Total assets 2,440,497 2,406,716

Deferred Outflows of Resources Accumulated decrease in fair value of hedging derivatives 63,269 81,217 Pension related amounts 42,681 38,536 Loss on refunding of debt 6,396 8,169

Total deferred outflows of resources 112,346 127,922

(Continued)

40 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Net Position December 31, 2017 and 2016 (amounts expressed in thousands)

2017 2016

Liabilities Current Liabilities Accounts payable Retained amounts on contracts $ 12,866 $ 10,930 Other 24,160 22,104 Accrued liabilities Claims and judgments 2,970 1,365 Self-insurance 2,903 1,827 Pension 13,422 10,553 Sick and vacation leave benefits 2,494 1,940 Other 1,763 7,659 Unearned revenue 4,955 4,585 Liabilities payable from restricted assets Accrued interest payable 23,979 24,120 Bonds payable - current 55,865 52,870

Total current liabilities 145,377 137,953 Noncurrent Liabilities Accrued liabilities Claims and judgments 1,117 2,923 Self-insurance 1,471 2,326 Sick and vacation leave benefits 2,039 1,939 Net pension liability 153,804 145,909 Other postemployment benefits 14,479 21,101 Unearned revenue 3,826 4,186 Premium payment payable - derivative companion instrument 17,613 21,320 Derivative instrument - interest rate swap 63,303 81,366 Bonds payable, net of unamortized discounts and premiums 1,398,956 1,457,419 Total noncurrent liabilities 1,656,608 1,738,489 Total liabilities 1,801,985 1,876,442

Deferred Inflows of Resources Pension related amounts 6,724 2,955

Total deferred inflows of resources 6,724 2,955 Net Position Net investment in capital assets 271,323 235,795 Restricted for: Debt requirements 204,020 202,030 Port projects 1,722 7,894 Unrestricted 267,069 209,522

Total net position $ 744,134 $ 655,241

The accompanying notes to the combined financial statements are an integral part of these statements.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 41 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Revenues, Expenses and Changes in Net Position For the Years Ended December 31, 2017 and 2016 (amounts expressed in thousands)

2017 2016

Operating Revenues Bridges Tolls $ 331,537 $ 319,778 Other operating revenues 5,856 6,675 Total bridge operating revenues 337,393 326,453 Transit system Passenger fares 26,562 26,073 Other operating revenues 1,799 1,943

Total transit system operating revenues 28,361 28,016 Port of Philadelphia and Camden RiverLink 27 Total Port of Philadelphia and Camden - 2 7 Other Miscellaneous 226 216

Total operating revenues 365,980 354,712 Operating Expenses Operations 96,310 93,443 Community impact 3,791 3,790 General and administration 60,142 66,964 Depreciation 61,270 58,933 Total operating expenses 221,513 223,130

Operating Income 144,467 131,582

Nonoperating Revenues (Expenses) Investment income 9,013 7,720 Change in fair value of derivative instruments 115 224

9,128 7,944 Interest expense (72,556) (74,419) Amortization expense (100) (100) Economic development activities (4,194) (3,404) Loss on disposal of capital assets - (84) Other nonoperating revenues 2,953 2,528 Other grant revenues 1,867 1,292 Other nonoperating expenses (229) (705)

Total nonoperating revenues (expenses) (63,131) (66,948)

(Continued)

42 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Revenues, Expenses and Changes in Net Position For the Years Ended December 31, 2017 and 2016 (amounts expressed in thousands)

2017 2016

Income before capital contributions $ 81,336 $ 64,634

Capital Contributions Federal and state capital improvement grants 7,557 2,237

Change in net position 88,893 66,871

Net Position, January 1 655,241 588,370

Net Position, December 31 $ 744,134 $ 655,241

The accompanying notes to the combined financial statements are an integral part of these statements.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 43 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Cash Flows For the Years Ended December 31, 2017 and 2016 (amounts expressed in thousands)

2017 2016

Cash Flows from Operating Activities Receipts from customers and users $ 360,176 362,665$ Payments for other goods or services (44,697) (49,579 ) Payments for employees services (110,537) (101,175) Proceeds from other receipts 2,701 2,529 Payments for other services (2,767) (3,200 )

Net cash provided by (used in) operating activities 204,876 211,240

Cash Flows from Noncapital Financing Activities Payments for economic development activities (4,194) (3,404 ) Repayments of economic development loans 391 717 Grants received 446 1,292

finNet cash provided by (used in) noncapital financing activities (3,357) (1,395 )

Cash Flows from Capital and Related Financing Activities Acquisition and construction of capital assets (133,218) (124,092) Proceeds from sales of capital assets - 2 3 Capital contributions received 8,978 2,237 Principal paid on bonded debt (56,577) (53,92 7 ) Interest paid on debt (73,523) (75,029 )

Net cash provided by (used in) capital and related financing activities (254,340) (250,788)

Cash Flows from Investing Activities Proceeds from sales and maturities of investments 701,076 658,540 Purchase of investments (662,042) (611,495) Interest received 8,892 7,793

Net cash provided by (used in) provided by investing activities 47,926 54,838

Net increase (decrease) in cash and cash equivalents (4,895) 13,895

Cash and Cash Equivalents, January 1, (including $6,394 and $2,420 reported as restricted) 43,620 29,725

Cash and Cash Equivalents, December 31, (including $7,801 and $6,394 reported as restricted) $ 38,725 $ 43,620

(Continued)

44 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Cash Flows For the Years Ended December 31, 2017 and 2016 (amounts expressed in thousands)

2017 2016

Reconciliation of Operating Income to Net Cash Provided by Operating Activities: Operating income $ 144,467 131,582$ Adjustments to reconcile operating income to net cash provided by operating activities: Depreciation 61,270 58,933 Changes in assets and liabilities: (Increase) decrease in accounts receivable (2,998) 7,941 (Increase) decrease in transit system and storeroom inventories 177 (238) (Increase) decrease in prepaid expenses (486) (38) Increase (decrease) in accounts payable 3,890 (4,047) Increase (decrease) in claims and judgments (201) 1,768 Increase (decrease) in self-insurance 222 (474) Increase (decrease) in pension 10,388 13,784 Increase (decrease) in sick and vacation leave benefits payable 654 (258) Increase (decrease) in other accrued liabilities (5,895) 5,702 Increase (decrease) in other postemployment benefits (6,622) (5,251 ) Increase (decrease) in unearned revenue 1 0 1 2 Other revenues - 1,824

Net cash provided by operating activities $ 204,876 $ 211,240

Noncash Investing, Capital and Financing Activities: Accretion of interest on premium payment payable - derivative companion instrument $ 997 $ 1,180 Increase (decrease) in accumulated change in fair value of hedging derivatives resulting from change in fair value $ 17,948 $ 22,052 Grant revenue included in accounts receivable 619 - Capital contributions included in accounts receivable 5,948 -

The accompanying notes to the combined financial statements are an integral part of these statements.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 45 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Other Postemployment Benefits Trust Combined Statements of Fiduciary Net Position December 31, 2017 and 2016 (amounts expressed in thousands)

2017 2016

Assets Investments $ 25,785 $ 20,765

Total assets 25,785 20,765

Liabilities Accrued liabilities Other 1 9

Total liabilities 1 9 -

Net Position Restricted for postemployment benefits other than pensions 25,766 20,765

Total net position $ 25,766 $ 20,765

The accompanying notes to the combined financial statements are an integral part of these statements.

46 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Other Postemployment Benefits Trust Combined Statements of Changes in Fiduciary Net Position For the Years Ended December 31, 2017 and 2016 (amounts expressed in thousands)

2017 2016

Additions Employer contributions $ 10,588 $ 9,813 Investment income (expenses) 83 65

Total additions 10,671 9,878

Deductions Benefit payments 5,588 4,813 Administrative expenses 82 47

Total deductions 5,670 4,860

Increase in net position 5,001 5,018

Net Position Restricted for Postemployment Benefits other than Pensions January 1 20,765 15,747

December 31 $ 25,766 $ 20,765

The accompanying notes to the combined financial statements are an integral part of these statements.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 47 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies

Description of Operations: The Delaware River Port Authority (the “Authority”) is a public corporate instrumentality of the Commonwealth of Pennsylvania (the “Commonwealth”) and the State of New Jersey (the “State”), created with the consent of Congress by compact legislation between the Commonwealth and the State. The Authority has no stockholders or equity holders. The Authority is vested with the ownership, control, operation, and collection of tolls and revenues of certain bridges spanning the Delaware River; namely, the Benjamin Franklin, Walt Whitman, Commodore Barry, and Betsy Ross bridges. The Authority has also constructed, and owns, a high-speed transit system that is operated by the Port Authority Transit Corporation (“PATCO”). The transit system operates between Philadelphia, Pennsylvania and Lindenwold, New Jersey.

The costs of providing facilities and services to the general public on a continuing basis are recovered primarily in the form of tolls and fares. The Authority is a member of the E-ZPass Interagency Group, the largest interoperable electronic toll collection system in the world, comprised of twenty-nine (29) agencies in sixteen (16) states. Through December 31, 2017, customer participation in the E-ZPass electronic toll collection process exceeded seventy-four percent (74.14%) of its toll collection activity during rush hour periods. Toll revenues collected through E-ZPass now exceed seventy percent (70.20%) of total toll revenues.

The Authority owns its One Port Center headquarters building and leases several floors to various tenants. The building is managed by a real estate management firm, which is overseen by Authority senior management.

The Authority previously managed the RiverLink system, which operated a ferry service linking Philadelphia and Camden on a daily basis between May and September. On May 17, 2017, ownership and the title to the RiverLink Ferry Vessel (M/S Freedom) were conveyed to the Delaware River Water Corporation. As a result of this conveyance, the Authority neither has involvement nor responsibility for the operation of the vessel or ferry service.

Basis of Presentation: The combined financial statements of the Authority have been prepared in conformity with accounting principles generally accepted in the United States of America, as applied to governmental units. The Governmental Accounting Standards Board (“GASB”) is the accepted standard setting body for establishing governmental accounting and financial reporting principles.

As part of the Authority’s combined financial statements, two funds are maintained: a proprietary fund (enterprise fund) and a fiduciary fund (other employee benefit trust fund). The focus of enterprise funds is the measurement of economic resources, that is, the determination of operating income, changes in net position (or cost recovery), financial position, and cash flows. The focus of fiduciary funds is also the measurement of economic resources.

The enterprise fund is maintained on the accrual basis of accounting. Enterprise funds account for activities (i) that are financed with debt that is secured solely by a pledge of the net revenues from fees and charges of the activity; or (ii) that are required by law or regulations that the activity’s cost of providing services, including capital cost (such as depreciation or debt service), be recovered with fees and charges, rather than with taxes or similar revenues; or (iii) that the pricing policies of the activity establish fees and charges designed to recover its costs, including capital costs (such as depreciation or debt service). Under this method, revenues are recorded when earned and expenses are recorded when the related liability is incurred.

The fiduciary fund is also maintained on the accrual basis of accounting. The fiduciary fund accounts for the recording and accumulation of other postemployment benefit resources, which are held in trust for the exclusive benefit of the Authority’s retirees. This fund is referred to as the “Other Postemployment Benefits (“OPEB”) Trust.

48 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

Cash and Cash Equivalents: The Authority considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents (Note 2) for purposes of the statement of cash flows. In addition, according to the various Indentures of Trust, which govern the flow and accounting of the Authority’s financial resources, certain accounts are required to be maintained in order to comply with the provisions of the Indentures of Trust. For the accounts that are restricted, the Authority has recorded the applicable cash and cash equivalents as restricted on the combined financial statements (Note 11).

Investment in Securities: Investments are stated at fair value, generally based on quoted market prices. Certain investments are maintained in connection with the Authority’s bonded debt (Notes 3 and 12) and the OPEB Trust. Likewise, as with cash and cash equivalents, the accounts that are restricted as per the various Indentures of Trust have been recorded as restricted investments on the combined financial statements (Note 11).

Accounts Receivable: The Authority establishes a provision for the estimated amount of uncollectible accounts based upon periodic analysis of collection history.

Transit System Inventory: Transit system inventory, consisting principally of spare parts for maintenance of transit system facilities, is stated at the lower of cost (first-in, first-out method) or market.

Debt Insurance Costs, Bond Premiums, Bond Discounts, and Loss on Refunding: Insurance purchased as part of the issuance of debt is amortized by the straight-line method from the issue date to maturity and is recorded as a noncurrent asset on the combined statements of net position. Bond premiums and discounts are amortized by the effective interest method from the issue date to maturity, and are presented as an adjustment to the face amount of the bonds. Likewise, a loss on refunding arising from the issuance of the revenue bonds and port district project bonds are amortized by the effective interest method from the issue date to maturity. The loss on refunding of debt, however, is classified as a deferred outflow of resources on the combined statements of net position.

Investment in Facilities: Investment in facilities is stated at cost, which generally includes expenses for legal expenses incurred during the construction period. Investment in facilities also includes the cost incurred for port-related projects, and improvements, enlargements and betterments to the original facilities. Replacements of existing facilities (except for primarily police and certain other vehicles whose estimated useful life is two years or less) are also recorded at cost. The related costs and accumulated depreciation of the property replaced are removed from the respective accounts, and any gain or loss on disposition is credited or charged to non-operating revenues or expenses. Assets capitalizable generally have an original cost of five thousand dollars or more and a useful life in excess of three years. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, including those financed by federal and state contributions (Notes 7 and 13).

Asset lives used in the calculation of depreciation are generally as follows:

Bridges, freeways and tunnels 100 years Buildings, stations and certain bridge components 35 - 50 years Electrification, signals and communications system 30 - 40 years Transit cars, machinery and equipment 10 - 25 years Computer equipment, automobiles and other equipment 3 - 10 years

Maintenance and Repairs: Maintenance and repair costs considered necessary to maintain bridge facilities in good operating condition are charged to operations as incurred.

Self-insurance: The Authority provides for the uninsured portion of potential public liability and workers’ compensation claims through self-insurance programs and charges current operations for estimated claims to be paid (Note 14).

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 49 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

Pensions: For purposes of measuring the net pension liability, deferred outflows of resources and deferred inflows of resources related to pensions, and pension expense, information about the fiduciary net position of the Pennsylvania State Employees’ Retirement System (“SERS”) and the State of New Jersey Public Employees' Retirement System (“PERS”), and additions to/deductions from SERS and PERS fiduciary net position have been determined on the same basis as reported by the plans. For this purpose, benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value.

Economic Development Activities: The Authority establishes loan loss provisions for economic development loans receivable, based upon collection history and analysis of creditor’s ability to pay. The Authority has established a loss reserve in the amount of $1,345 as of December 31, 2017 and 2016 for its economic development loans outstanding.

Net Position: Net position is classified in the following three components:

Net Investment in Capital Assets: This component of net position consists of capital assets, net of accumulated depreciation, reduced, by the outstanding balances of any bonds, notes or other borrowings that are attributable to the acquisition, construction, or improvement of those assets. If there are significant unspent related debt proceeds at year-end, the portion of the debt attributable to the unspent proceeds is not included in the calculation of net investment in capital assets. Rather, that portion of the debt is included in the same net position component as the unspent proceeds.

Restricted: This component of net position consists of external constraints imposed by creditors (such as debt covenants), grantors, contributors, laws or regulations of other governments, or constraints imposed by law through constitutional provisions or enabling legislation, that restricts the use of net position.

Unrestricted: This component of net position consists of a net position that does not meet the definition of “restricted” or “net investment in capital assets.” This component includes net position that may be allocated for specific purposes by the Board. A deficiency will require future funding.

Operating and Non-Operating Revenues and Expenses: Operating revenues include all revenues derived from facility charges (i.e., toll revenues, which include E-ZPass revenues), PATCO operations (passenger fare, advertising and parking), and other revenue sources. Non-operating revenues principally consist of interest income earned on various interest-bearing accounts and on investments in debt securities.

Operating expenses include expenses associated with the operation, maintenance, and repair of the bridges, PATCO, Port of Philadelphia and Camden (“PPC”) operations, and general administrative expenses. Non-operating expenses principally include expenses attributable to the Authority’s interest on funded debt and economic development activities.

When both restricted and unrestricted resources are available for use, it is the Authority’s policy to use restricted resources first, then unrestricted resources as they are needed.

Debt Management: Total outstanding bond debt reflected on the combined statements of net position is net of unamortized bond discounts and premiums (Note 12). The Authority presently has two active interest rate hedge (swap) agreements (derivative instruments) with The Toronto-Dominion Bank and Wells Fargo Bank, N.A., respectively, to hedge interest rates on a portion of its outstanding long-term debt (Note 4).

50 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

Derivative Instruments and the Related Companion Instruments: The Authority has entered into two interest rate swap agreements with the Bank of America, N.A. for the primary purposes of investing and for the aforementioned purpose of hedging interest rates on its outstanding long-term debt. In accordance with Governmental Accounting Standards Board Statement No. 53, Accounting and Financial Reporting for Derivative Instruments, all activity related to the interest rate swap agreements has been recorded on the combined financial statements and is further detailed in Note 4.

Budget: In accordance with Section 5.15 of the 1998 Revenue Refunding Bonds Indenture of Trust and its Supplemental Indentures and Section 5.07 of the 1999 and 2012 Port District Project Bond Indentures of Trust, the Authority must annually adopt an Annual Budget on or before December 31 for the ensuing year. Section 5.15 of the 1998 Revenue Refunding Bond Indenture of Trust requires that the Authority, on or before December 31, in each year, adopt a final budget for the ensuing year of (i) operational expenses, (ii) the PATCO Subsidy, (iii) the amount to be deposited to the credit of the Maintenance Reserve Fund, and (iv) the estimated amounts to be deposited into the Debt Service Fund, the Debt Service Reserve Fund, and the Rebate Fund. Each Annual Budget must also contain the Authority’s projections of revenues for the ensuing year demonstrating compliance with the covenant as to facility charges as set forth in Section 5.09 of the Indentures of Trust. On or before December 31 in each year, the Authority must file a copy of the Annual Budget for the ensuing year with the Trustees.

The Port District Project Bond Indentures require the following: the adopted budget must set forth, inter alia, the PATCO Subsidiary, the amount of any operating subsidy paid or payable by the Authority to or for the account of any other subsidiary of the Authority (including, without limitation, the Port of Philadelphia and Camden) and all other material operating expenses of the Authority payable from the General Fund. (See Note 11 for description of funds established under the Trust Indentures.) The Authority must also include the debt service payable on the bonds and any additional subordinated indebtedness during the ensuing year and all amounts required to be paid by the Authority into the Debt Service Reserve Fund or the Rebate Fund or to any Reserve Fund Credit Facility issuer during the ensuing year. On or before December 31, in each year, the Authority must file a copy of the Annual Budget for the ensuing year with the Trustees and Credit Facility Issuer.

The Authority filed the appropriate budgets as described above to its bond trustees by December 31, 2017 and 2016, in compliance with the bond indentures.

The Authority may at any time adopt an amended or supplemental Annual Budget for the remainder of the then-current year, which shall be treated as the Annual Budget under the provisions of the Indentures of Trust. A copy of any amended or supplemental Annual Budget must be promptly filed with the Trustees.

Interfunds: Interfund receivables/payables represent amounts that are owed, other than charges for goods and services rendered, to/from a particular fund. These receivables/payables are eliminated during the aggregation process.

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes: The Authority is a public corporate instrumentality of the State of New Jersey and the Commonwealth of Pennsylvania, and as described in its amended governing Compact, has been “deemed to be exercising an essential government function in effectuating such purposes,” and therefore is exempt from income taxes pursuant to the Internal Revenue Code (Section 115).

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 51 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 2. Cash and Cash Equivalents

Custodial Credit Risk Related to Deposits: Custodial credit risk is the risk that, in the event of a bank failure, the Authority’s deposits might not be recovered. The Authority does not have a deposit policy for custodial credit risk. As of December 31, 2017 and 2016, the Authority’s bank balances of $56,987 and $74,661 (including certificates of deposit of $14,008 and $13,688 classified as investments in the combined statements of net position), respectively, were exposed to custodial credit risk as follows:

2017 2016 Uninsured and uncollateralized $ 9,132 $ 26,217

Collateralized with securities held by the pledging financial institution in the Authority's name $ 45,961 $ 46,552

Note 3. Investment in Securities

Excluding the investments of the OPEB Trust, the Authority’s investments in various securities are maintained for specified funds in accordance with the provisions of the Indenture of Trust adopted as of July 1, 1998 or the Authority’s General Fund investment policy (for unrestricted investments).

Custodial Credit Risk Related to Investments: For an investment, custodial credit risk is the risk that, in the event of the failure of the counterparty, the Authority will not be able to recover the value of its investments or collateral securities that are in possession of an outside party. The Authority’s investments at December 31, 2017 and 2016 totaled $799,225 and $838,258, respectively. These investments consisted of short-term investments, asset backed securities, corporate bonds and notes, U.S. federal agency notes and bonds, and U.S. government treasuries. All of the Authority’s investments are maintained in the Authority’s name, by a third-party financial institution acting as the Authority’s agent.

As of December 31, 2017 and 2016, the Authority had the following investments:

Maturities Fair Value (months Hierarchy Investment average) Level * 2017 2016 Asset back securities 335.43 Level 1 $ 80 $ 103 Corporate bonds and notes 37.14 Level 1 97,777 34,488 Short-term investments 20.49 Level 1 622,316 724,007 U.S. federal agency notes and bonds 223.15 Level 1 8,882 10,143 U.S. government treasuries 34.63 Level 1 56,162 55,829 785,217 824,570 Certificates of deposits held at banks 14,008 13,688

Total $ 799,225 $ 838,258

* Level 1 inputs are quoted (unadjusted) process in active markets for identical assets that the government can access at the measurement date. Observable markets include exchange markets, dealer markets, brokered markets and principal-to-principal markets.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. These inputs are derived from or corroborated by observable market data through correlation.

Level 3 inputs are unobservable inputs for the asset; they should be used only when the relevant Level 1 and Level 2 inputs are unavailable.

52 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 3. Investment in Securities (Continued)

Custodial Credit Risk Related to Investments (Continued): The weighted average maturity of the Authority’s investment portfolio was 25.90 and 26.89 months as of December 31, 2017 and 2016, respectively.

The short-term investments primarily consist of money market funds. Since these funds are held by a third party financial institution, and it is the policy of the Authority to re-invest these funds in investments with longer maturities, these amounts have been classified as investments, as opposed to cash and cash equivalents, in the combined statements of net position.

Interest Rate Risk: The Authority’s General Fund investment policy limits investment maturities (on unrestricted investments) as a means of managing its exposure to fair value losses arising from increasing interest rates and is as follows: the average effective duration of the portfolio is not to exceed twenty-four months, and the maximum effective duration of any individual security is not to exceed five years, unless otherwise specified.

Credit Risk: Investments are purchased in accordance with the 1998 Indenture of Trust and its Supplemental Indenture and General Fund investment parameters and generally include U.S. government obligations, money market funds, obligations of U.S. agencies or instrumentalities, and obligations of public agencies or municipalities rated in either of the two highest rating categories by Standard & Poor’s Ratings or Moody’s Investors Service. In accordance with the 1998 Indenture of Trust and its Supplemental Indentures and its General Fund investment guidelines, the Authority invests in corporate bonds and commercial paper rated A-1 by Standard & Poor’s Corporation.

Guaranteed income contracts are collateralized by U.S. government and agency securities, and debt obligations having a rating in the highest rating category from Moody’s Investors Service or Standard & Poor’s Rating Services.

As of December 31, 2017, the following are the actual ratings by Standard & Poor’s:

Asset Corporate U.S. Federal US Actual Backed Bonds Agency Notes Government Rating Securities and Notes and Bonds Treasuries

AAA - $ 1,963 - - AA+ - 1,903 $ 8,312 $ 53,817 AA $ 3 2,903 - - AA- - 14,233 - - A+ - 3,793 - - A- - 4,992 - - A - 11,584 - - BBB+ - 4,396 - - BBB - 150 - - D 77 - - - Unrated - 51,860 570 2,345

$ 80 $ 97,777 $ 8,882 $ 56,162

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 53 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 3. Investment in Securities (Continued)

As of December 31, 2017, the following are the actual ratings by Moody’s:

Asset Corporate U.S. Federal US Actual Backed Bonds Agency Notes Government Rating Securities and Notes and Bonds Treasuries

Aaa - $ 2,413 $ 7,952 $ 55,664 Aa1 - 1,205 - - Aa2 - 9,581 - - Aa3 - 8,414 - - A1 - 10,906 - - A2 $ 3 3,474 - - A3 - 9,674 - - Baa1 - 251 - - C 77 - - - Unrated - 51,859 930 498

$ 80 $ 97,777 $ 8,882 $ 56,162

Concentration of Credit Risk: The Authority’s investment policy on the concentration of credit risk for its General Fund investments states that no limitations exist on the purchase of investments in obligations of the U.S. government and U.S. federal agencies since they are fully guaranteed by the U.S. government.

For the purchase of investments in obligations of all other issuers, total investments held from any one issuer shall not exceed ten percent (10%) of the aggregate market value of the entire portfolio, except for repurchase agreements, which, from any one issuer, shall not exceed twenty-five percent (25%) of the aggregate market value of the portfolio.

As of December 31, 2017, more than 5% of the Authority’s investments are with BNP Paribas Fortis commercial paper. These investments, classified in corporate bonds and notes, represent 6.5% of the Authority’s total investments.

OPEB Trust:

As previously stated, the OPEB Trust accounts for the recording and accumulation of other postemployment benefit resources (Authority contributions), which are held in trust for the exclusive benefit of the Authority’s retirees. These contributions are invested by the Authority.

Custodial Credit Risk Related to Investments: The Authority’s investments at December 31, 2017 and 2016 totaled $25,785 and $20,765, respectively. These investments consisted of money market funds, corporate bonds and notes, U.S. federal agency notes and bonds, and U.S. government treasuries. All of the Authority’s investments are maintained in the Authority’s name, by a third-party financial institution acting as the Authority’s agent.

54 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 3. Investment in Securities (Continued)

Custodial Credit Risk Related to Investments (Continued): As of December 31, 2017 and 2016, the Authority had the following investments in the OPEB Trust:

Maturities Fair Value (months Hierarchy Investment average) Level 2017 2016

Short-term investments 0.03 Level 1 $ 5,301 $ 3,164 Corporate bonds and notes 31.92 Level 1 3,125 U.S. federal agency notes and bonds 14.66 Level 1 5,172 15,101 U.S. government treasuries 24.48 Level 1 12,187 2,500

Total $ 25,785 $ 20,765

The weighted average maturity of the Authority’s investment portfolio was 18.39 and 19.14 months as of December 31, 2017 and 2016, respectively.

Interest Rate Risk: The Authority’s investment policy for the OPEB Trust calls for investments predominately in fixed income assets (corporate bonds, US treasury and agency paper, totaling approximately 79% of the portfolio), with the remainder held in high quality money market securities.

Credit Risk: As of December 31, 2017, the actual ratings by Moody’s for the OPEB Trust investments were as follows:

Corporate U.S. Federal US Actual Bonds Agency Notes Government Rating and Notes and Bonds Treasuries

Aaa $ 546 $ 4,675 $ 12,187 Aa1 150 - - Aa2 424 - - Aa3 400 - - A1 703 - - A2 450 - - A3 452 - - Unrated - 497 -

$ 3,125 $ 5,172 $ 12,187

Concentration of Credit Risk: As of December 31, 2017, more than 5% of the Authority’s investments were with the Federal Home Loan Bank, the Federal Home Loan Mortgage Corporation, and the Federal National Mortgage Association. These investments represent 28.21%, 17.93%, and 16.18%, respectively, of the Authority’s OPEB Trust investments.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 55 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 4. Derivative Instruments

In accordance with the requirements of Governmental Accounting Standards Board Statement No. 53, Accounting and Financial Reporting for Derivative Instruments (“GASBS 53”), related to derivative instruments, the Authority engaged a financial advisory firm to analyze the effectiveness of the two “cash- flow hedges” (specifically the 1995 and 1999 Revenue Bond swaptions). Both swaptions were found to be substantially effective. At December 31, 2017 and 2016, the value of the pay-fixed interest rate swap (1995 Revenue Bond Swaption) was ($28,565) and ($36,718), respectively. At December 31, 2017 and 2016, the value of the pay-fixed interest rate swap (1999 Revenue Bond Swaption) was ($34,704) and ($44,500), respectively. The pay-fixed interest rate swaps are classified as deferred outflows of resources on the combined statements of net position, and total $63,269 and $81,217 at December 31, 2016 and 2015, respectively.

The fair value balance and notional amounts of derivative instruments outstanding at December 31, 2017 and 2016, classified by type, and the changes in fair value of such derivative instruments for the year ended as reported in the 2017 and 2016 combined financial statements are as follows (debit (credit)):

Changes in Fair Value Fair Value at December 31, * Classifi- Classifi- cation Amount cation Amount Notional 2017 2016 2017 2016 2017 2016 Investment derivatives: Receive-fixed interest rate swaption (1999 PDP, Series B, Debt Interest Derivative Service Reserve Fund) revenue $ 24 $ 47 instrument $ (7) $ (31) $ 10,436 $ 10,436 Receive-fixed interest rate swaption (1999 Revenue Bonds Debt Interest Derivative Service Reserve Fund) revenue 91 177 instrument (27) (118) 39,657 39,657 Cash flow hedges: Pay-fixed interest rate swap (1995 Revenue Deferred Derivative Bonds Swaption) outflow 8,153 10,014 instrument (28,565) (36,718) 232,015 251,605 Pay-fixed interest rate swap (1999 Revenue Deferred Derivative Bonds Swaption) outflow 9,796 12,037 instrument (34,704) (44,500) 272,795 295,495

* Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. These inputs are derived from or corroborated by observable market data through correlation.

Objective and Terms of Hedging Derivative Instruments: The following table summarizes the objective and terms of the Authority’s hedging instruments outstanding at December 31, 2017:

Notional Effective Maturity Type Objective Amount Date Date Terms Pay-fixed interest Hedge of changes Pay 5.447%; rate swap (1995 in cash flows of the receive 66% of Revenue Bonds 2008 Revenue one-month Swaption) Refunding Bonds $ 232,015 07/01/15 01/01/26 LIBOR Pay-fixed interest Hedge of changes Pay 5.738%; rate swap (1999 in cash flows of the receive 66% of Revenue Bonds 2010 Revenue one-month Swaption) Refunding Bonds 272,795 07/01/15 01/01/26 LIBOR

56 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

1995 Revenue Bonds Swaption: On May 2, 2001, the Authority entered into the 1995 Revenue Bonds Swaption with UBS AG in the initial notional amount of $358,215. Under the 1995 Revenue Bonds Swaption, UBS AG had the option, exercisable 120 days preceding January 1, 2006, January 1, 2007, and January 1, 2008, to elect to have the 1995 Revenue Bonds Swaption commence on the January 1 next succeeding the exercise of the option.

Under the 1995 Revenue Bonds Swaption, (i) UBS AG was obligated to pay to the Authority $7,144 on January 1, 2006, as an exercise premium amount; (ii) UBS AG is obligated to pay periodic payments (payable monthly) to the Authority based upon a variable rate of 66% of the USD-LIBOR-BBA index; and (iii), the Authority is obligated to pay periodic payments (payable monthly) to UBS AG based upon a fixed rate of 5.447% per annum. The periodic interest rates are applied to the notional amount of the 1995 Revenue Bonds Swaption, which amortizes annually, commencing January 1, 2007, from its initial notional amount. Effective July 1, 2015, the Authority executed a novation transaction with the 1995 Revenue Bonds Swaption that replaced UBS AG with The Toronto-Dominion Bank as the counterparty to the Swaption. The Toronto-Dominion Bank effectively assumed all of the significant terms of the original Swaption (i.e.: notional amount, terms to maturity, payment terms, reference rates, time intervals, etc.). Only the net difference in the periodic payments is to be exchanged between the Authority and The Toronto-Dominion Bank.

The periodic payment obligations of the Authority under the 1995 Revenue Bonds Swaption are secured and payable equally and ratably with Bonds issued under the 1998 Revenue Bond Indenture. In addition to other Events of Default and Termination Events (as defined in the 1995 Revenue Bond Swaption), there exists an Additional Termination Event with respect to the Authority if the credit rating of Bonds issued under the 1998 Revenue Bond Indenture (without reference to municipal bond insurance or credit enhancement) falls below “Baa2” with respect to Moody’s Investors Service (“Moody’s”) or “BBB-” with respect to Standard & Poor’s Ratings Group (“S&P”) or Fitch Ratings (“Fitch”), or the Bonds cease to be rated by one of Moody’s, S&P or Fitch (and such rating agencies are still in the business of rating obligations such as the Bonds).

In consideration for entering into the 1995 Revenue Bonds Swaption, the Authority received a net up- front, non-refundable option payment in the amount of $22,446 from UBS AG (the original counterparty), which has been recorded on the combined financial statements as a noncurrent liability (premium payment payable - derivative companion instrument). In accordance with the provisions of GASBS No. 53, this derivative companion instrument is considered a “borrowing” resulting from the intrinsic value of the swaption at inception. During the option period, interest accretes at the effective rate implied by the cash flows on the borrowing at inception. Once the swaption is exercised, and becomes an active swap, a portion of the swap interest payments are attributed to principal and interest payments on the borrowing.

On September 3, 2005, UBS AG (the original counterparty) advised the Authority that it was exercising its option on this swaption as of January 1, 2006. As a result, UBS AG paid the Authority $7,144 on January 3, 2006 as an exercise premium, which has been recorded as an unearned revenue and is being amortized as interest revenue over the life of the interest rate swap agreement. The Authority made its initial net monthly swap payment in February 2006. The Authority is current on its 2017 monthly net swap interest payments to The Toronto-Dominion Bank (the current counterparty), which totaled $10,958 and $13,341 as of December 31, 2017 and 2016, respectively.

Because of the aforementioned swap novation transaction, effective July 1, 2015, wherein the UBS-AG swap was terminated and UBS-AG was replaced by a new counterparty, The Toronto-Dominion Bank, the Authority reduced its swap exposure because of the resulting more favorable terms for the Authority. The ratings of the current counterparty (The Toronto-Dominion Bank) to the 1995 Revenue Bonds Swap by Moody’s, S&P, and Fitch are A2, AA-, and AA-, respectively, as of December 31, 2017.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 57 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

1995 Revenue Bonds Swaption (Continued): As of December 31, 2017, the 1995 Revenue Bond Swaption had an at-the-mark value of ($39,109). As of December 31, 2017, the notional value of the swap was $232,015.

The following schedule represents the accretion of interest and amortization of the premium payment payable - derivative companion instrument through the term of the interest rate swap agreement, at an effective interest rate of 4.62324%:

Imputed Year Ending Beginning Interest Debt Ending December 31, Balance Accrual Payment Balance 2018 $ 7,150 $ 331 $ (1,740) $ 5,741 2019 5,741 265 (1,561) 4,445 2020 4,445 205 (1,372) 3,278 2021 3,278 152 (1,173) 2,257 2022 2,257 104 (963) 1,398 2023-2025 1,398 110 (1,508) -

1999 Revenue Bonds Swaption: On May 2, 2001, the Authority entered into the 1999 Revenue Bonds Swaption with UBS AG in the initial notional amount of $403,035. Under the 1999 Revenue Bonds Swaption, UBS AG had the option, exercisable 120 days preceding January 1, 2010, January 1, 2011, and January 1, 2012, to elect to have the 1999 Revenue Bonds Swaption commence on the January 1 next succeeding the exercise of the option. Under the 1999 Revenue Bonds Swaption, if exercised, (i) UBS AG is obligated to pay periodic payments (payable monthly) to the Authority based upon a variable rate of 66% of the USD-LIBOR-BBA index, and (ii), the Authority is obliged to pay periodic payments (payable monthly) to UBS AG based upon a fixed rate of 5.738% per annum. The periodic interest rates are applied to the notional amount of the 1999 Revenue Bonds Swaption, which amortizes annually, commencing January 1, 2011, from its initial notional amount. Effective July 1, 2015, the Authority executed a novation transaction with the 1999 Revenue Bonds Swaption which replaced UBS AG with Wells Fargo Bank, N.A. as the counterparty to the Swaption. Wells Fargo Bank N.A. effectively assumed all of the significant terms of the original Swaption (i.e.: notional amount, terms to maturity, payment terms, reference rates, time intervals, etc.). Only the net difference in the periodic payments is to be exchanged between the Authority and Wells Fargo Bank, N.A.

Once exercised, the 1999 Revenue Bonds Swaption would continue (unless earlier terminated) through January 1, 2026. The periodic payment obligations of the Authority under the 1999 Revenue Bonds Swaption (if exercised) are secured and payable equally and ratably with Bonds issued under the 1998 Revenue Bond indenture. In addition to other Events of Default and Termination Events (as defined in the 1999 Revenue Bonds Swaption), there exists an Additional Termination Event with respect to the Authority if the credit rating of Bonds issued under the 1998 Revenue Bond Indenture (without reference to municipal bond insurance or credit enhancement), falls below “Baa2” with respect to Moody’s or “BBB-” with respect to S&P or Fitch, or the Bonds cease to be rated by one of Moody’s, S&P or Fitch (and such rating agencies are still in the business of rating obligations such as the Bonds).

In consideration for entering into the 1999 Revenue Bonds Swaption, the Authority received a net up- front, non-refundable option payment in the amount of $20,142 from UBS AG (the original counterparty), which has been recorded on the combined financial statements as a noncurrent liability (premium payment payable – derivative companion instrument). In accordance with the provisions of GASBS 53, this derivative companion instrument is considered a “borrowing” resulting from the intrinsic value of the swaption at inception.

58 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

1999 Revenue Bonds Swaption (Continued): During the option period, interest accretes at the effective rate implied by the cash flows on the borrowing at inception. Once the swaption is exercised, and becomes an active swap, a portion of the swap interest payments are attributed to principal and interest payments on the borrowing.

On September 3, 2009, UBS AG (the original counterparty) advised the Authority that it was exercising its option on this swaption as of January 1, 2010. The Authority began making net interest payments to USB AG, commencing in February 2010, representing January’s net interest payment. The Authority is current on its 2017 monthly net swap interest payments to Wells Fargo Bank, N.A. (the current counterparty), which totaled $13,676 and $16,675 as of December 31, 2017 and 2016, respectively.

Because of the aforementioned swap novation transaction, effective July 1, 2015, wherein the UBS-AG swap was terminated and UBS-AG was replaced by a new counterparty, Wells Fargo Bank, N.A., the Authority reduced its swap exposure because of the resulting more favorable terms for the Authority. The ratings of the counterparty (Wells Fargo Bank, N.A.) to the 1999 Revenue Bonds Swap by Moody’s, S&P, and Fitch are Aa2, AA-, and AA-, respectively, as of December 31, 2017. As of December 31, 2017, the 1999 Revenue Bond Swaption had an at-the-mark value of ($49,486). As of December 31, 2017, the notional value of the swap was $272,795.

The following schedule represents the accretion of interest and amortization of the premium payment payable - derivative companion instrument through the term of the interest rate swap agreement, at an effective interest rate of 4.71425%:

Imputed Year Ending Beginning Interest Debt Ending December 31, Balance Accrual Payment Balance 2018 $ 10,463 $ 493 $ (2,547) $ 8,409 2019 8,409 396 (2,288) 6,517 2020 6,517 307 (2,013) 4,811 2021 4,811 227 (1,722) 3,316 2022 3,316 156 (1,415) 2,057 2023-2025 2,057 164 (2,221) -

Net Swap Payments: Using rates as of December 31, 2017 and assuming the rates are unchanged for the remaining term of the bonds, the following table shows the debt service requirements and net swap payments for the Authority’s hedged variable rate bonds:

Variable Rate Bonds Swap Interest Payments Total Year Ending Variable Net Bonds and December 31, Principal Interest Total Fixed Pay Received Pay Swaps 2018 $ 44,645 $ 8,090 $ 52,735 $ 25,789 $ 4,738 $ 21,051 $ 73,786 2019 47,155 7,320 54,475 23,147 4,252 18,894 73,369 2020 49,800 6,508 56,308 20,356 3,740 16,617 72,925 2021 52,595 5,649 58,244 17,409 3,198 14,211 72,455 2022 55,540 4,743 60,283 14,296 3,211 11,086 71,369 2023-2026 255,075 8,845 263,920 25,201 4,118 21,083 285,003 $ 504,810 $ 41,155 $ 545,965 $ 126,198 $ 23,257 $ 102,941 $ 648,906

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 59 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

Objective and Terms of Investment Derivative Instruments: On August 21, 2000, the Authority entered into two (2) interest rate agreements with Bank of America, N.A. in the notional amounts of $39,657 (the “2000 Swaption #1”) and $10,436 (the “2000 Swaption #2”, and together with the 2000 Swaption #1, the “2000 Swaptions”). Under the 2000 Swaptions, Bank of America, N.A. has the option on certain future dates (two business days preceding July 1, 2005 and each January 1 and July 1 thereafter through and including July 1, 2025 with respect to the 2000 Swaption #1 and two business days preceding January 2, 2006 and each July 1 and January 1 thereafter through and including July 1, 2025 with respect to the 2000 Swaption #2) to cause the 2000 Swaption #1 or the 2000 Swaption #2, as applicable, to commence on the next succeeding January 1 or July 1.

If an option is exercised, the 2000 Swaption #1, or the 2000 Swaption #2, as applicable, would continue (unless earlier terminated) through January 1, 2026. The Authority’s obligations under the 2000 Swaptions are general unsecured corporate obligations.

If the options relating to the 2000 Swaption #1 or the 2000 Swaption #2 are exercised, Bank of America, N.A. is obligated to pay periodic interest payments (payable monthly) to the Authority based upon a fixed rate of 5.9229% per annum, and the Authority is obligated to pay periodic interest payments (payable monthly) to Bank of America, N.A. at a variable rate based upon the Securities Industry and Financing Markets Association (SIFMA) (formerly the BMA Municipal Swap Index) (a tax-exempt variable rate index). Only the net difference in the periodic payments owed would be exchanged between Bank of America, N.A. and the Authority. As of December 31, 2017, Bank of America, N.A. has not exercised its options on the aforementioned swaptions with a value totaling ($34).

In consideration for entering into the 2000 Swaptions, the Authority received net up-front, non-refundable option payments in the aggregate amount of $1,400 from Bank of America, N.A., which represented the time value for holding the written option. Such payments were initially recorded as unearned revenue and amortized as interest revenue. These net up-front, non-refundable option payments have been fully amortized.

Risks Related to Derivative Instruments:

Credit Risk: For the years ended December 31, 2017 and 2016, the Authority was not exposed to credit risk on its hedging derivative instruments or investment derivatives as all such derivative instruments were in a liability position based on their fair values. The credit ratings of the counterparties, for the active swaps, however, are Aa2, AA-, AA- (Wells Fargo), and A2, AA-, AA- (TD Bank, N.A.) as rated by Moody’s, S&P, and Fitch, respectively, as of December 31, 2017.

Interest Rate Risk: The Authority is exposed to interest rate risk on its derivative instruments. On its pay-variable, received-fixed interest rate swaptions, as the Securities Industry and Financing Markets Association (SIFMA) rate increases, the Authority’s net payments on the swaptions, if exercised, increases. On its pay-fixed, receive-variable interest rate swaps, as the LIBOR rate decreases, the Authority’s net payments on the swaps increases. While the Authority’s net payments may increase, these increases are partially offset by the variable rate bonds rate.

Basis Risk: The Authority is exposed to basis risk on its pay-fixed interest rate swap hedging derivative instruments because the variable-rate payments received by the Authority on these hedging derivative instruments are based on a rate or index other than interest rates the Authority pays on its hedged variable-rate debt, which is remarketed every five (5) days.

Termination Risk: The Authority or its counterparties may terminate a derivative instrument if the other party fails to perform under the terms of the contract.

60 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

Risks Related to Derivative Instruments (Continued):

Rollover Risk: The Authority is not exposed to rollover risk on its hedging derivative instruments. The Authority’s hedging derivative instruments terminate on the same day as the hedged debt matures, unless the Authority opts for earlier termination.

Market-Access Risk: If a particular option is exercised and refunding bonds are not issued, the affected series of bonds would not be refunded, and the Authority would make net swap payments as required by the terms of the applicable aforementioned contracts. If the option is exercised and the variable-rate bonds issued, the actual difference ultimately recognized by the transaction will be affected by the relationship between the interest rate terms of the to-be-issued variable-rate bonds versus the payment as stipulated in the swaption agreement.

Swap Management Policy: On December 28, 2009, the Authority’s Board approved a resolution (DRPA- 09-099, entitled “Use Debt-Related Swap Agreements”) which, among other things, declared: (i) “that it is the direction and intention of the Board that the DRPA not enter into any new debt-related swap agreements...”, and (ii) that the staff of the Authority” takes all steps necessary to immediately begin the process of recommending to the Board whether, when, and how to terminate the Authority’s current swaps, with all such terminations, if determined to be advisable, to occur in a methodical and careful manner which avoids to the fullest extent possible additional costs or risks may be associated with termination; and that staff report to the Finance Committee of the Board on a monthly basis the status of all current swap agreements…”

At its September 2014 meeting, the Authority’s Board approved resolution DRPA 14-116 entitled “Authorization to Terminate and Replace Existing UBS Swaps with New Swap Counterparty(ies)“ which authorized the Authority to terminate its existing swaps with UBS AG “in order to reduce Authority swap exposure and to provide more favorable terms to the Authority.” In addition, the Authority adopted a written swap policy. As previously stated in this note, UBS AG was replaced, as counterparty, by The Toronto-Dominion Bank, and Wells Fargo Bank, effective July 1, 2015.

Lastly, resolution DRPA 16-055 (approved in April 2016) authorized “the amendment, replacement, and termination of any or all of the Outstanding Swaps.” Resolution DRPA 16-098 entitled “Authorization for Issuance of Revenue Refunding Bonds Amendment, Replacement or Termination of Interest Rate Swaps” approved in September 2016 further authorized the Authority’s management “to the extent deemed economically advantageous and fiscally prudent for the Authority, the amendment, replacement or termination of any or all of the Authority’s outstanding Interest Rate Swap Agreements..,” and also authorizes the issuance of fixed rate Revenue Refunding Bonds to refund outstanding variable rate bonds, in a “not-to-exceed” amount of $600 million.

Note 5. Accounts Receivable

Accounts receivable for December 31, 2017 and December 31, 2016 are as follows:

2017 2016

Reimbursements from governmental agencies - Federal Transit Administration $ 5,603 $ 702 Reimbursements from other governmental agencies 999 870 Development projects 3,500 3,500 E-ZPass bridge tolls from other agencies 6,626 5,894 Other 1,032 973

Gross receivables 17,760 11,939 Less: allowance for uncollectibles (3,564) (3,564)

Net total receivables $ 14,196 $ 8,375

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 61 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 6. Changes in Long-Term Liabilities

Long-term liability activity for the year ended December 31, 2017 is as follows:

Beginning Ending Due within Balance Increases Decreases Balance 1 Year Bonds payable 1999 Port District Project Bonds $ 20,065 $ (4,245) $ 15,820 $ 4,570 2008 Revenue Refunding Bonds 251,605 (19,590) 232,015 20,655 2010 Revenue Refunding Bonds 295,495 (22,700) 272,795 23,990 2010 Revenue Bonds 308,375 308,375 2012 Port District Project Refunding Bonds 135,410 (6,335) 129,075 6,650 2013 Revenue Bonds 476,585 476,585 Issuance discounts/premiums 22,754 $ 26 (2,624) 20,156 Total bonds payable 1,510,289 26 (55,494) 1,454,821 55,865 Other liabilities Claims and judgments 4,288 793 (994) 4,087 2,970 Self-insurance 4,153 2,021 (1,800) 4,374 2,903 Sick and vacation leave 3,879 1,361 (707) 4,533 2,494 Net pension liability 145,909 53,059 (45,164) 153,804 Unearned revenue 8,771 21,489 (21,479) 8,781 4,955 Other postemployment benefits 21,101 3,966 (10,588) 14,479 Premium payment payable - derivative companion instrument 21,320 (3,707) 17,613 Derivative instrument - interest rate swap 81,366 (18,063) 63,303 $ 1,801,076 $ 82,715 $ (157,996) $ 1,725,795 $ 69,187

Long-term liability activity for the year ended December 31, 2016 is as follows:

Beginning Ending Due within Balance Increases Decreases Balance 1 Year

Bonds payable 1999 Port District Project Bonds $ 24,010 $ (3,945) $ 20,065 $ 4,245 2008 Revenue Refunding Bonds 270,180 (18,575) 251,605 19,590 2010 Revenue Refunding Bonds 316,955 (21,460) 295,495 22,700 2010 Revenue Bonds 308,375 308,375 2012 Port District Project Refunding Bonds 141,440 (6,030) 135,410 6,335 2013 Revenue Bonds 476,585 476,585 Issuance discounts/premiums 25,453 $ 25 (2,724) 22,754

Total bonds payable 1,562,998 25 (52,734) 1,510,289 52,870

Other liabilities Claims and judgments 2,520 3,129 (1,361) 4,288 1,365 Self-insurance 4,626 2,418 (2,891) 4,153 1,827 Sick and vacation leave 3,962 1,429 (1,512) 3,879 1,940 Net pension liability 114,682 48,607 (17,380) 145,909 Unearned revenue 8,758 26,856 (26,843) 8,771 4,585 Other postemployment benefits 26,352 4,562 (9,813) 21,101 Premium payment payable - derivative companion instrument 25,237 (3,917) 21,320 Derivative instrument - interest rate swap 103,642 (22,276) 81,366

$ 1,852,777 $ 87,026 $ (138,727) $ 1,801,076 $ 62,587

62 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 7. Investment in Facilities

Capital assets for the year ended December 31, 2017 were as follows:

Beginning Ending Balance Increases Decreases Balance Capital assets not being depreciated Land $ 74,076 $ 74,076 Construction in progress 530,307 $ 91,898 $ (45,506) 576,699 Total capital assets not being depreciated 604,383 91,898 (45,506) 650,775 Capital assets being depreciated Bridges and related building and equipment 1,144,267 28,121 (3,651) 1,168,737 Transit property and equipment 627,348 58,704 (13,169) 672,883 Port enhancements 6,703 6,703 Total capital assets being depreciated 1,778,318 86,825 (16,820) 1,848,323 Less: accumulated depreciation for: Bridges and related building and equipment (589,468) (38,342) 3,651 (624,159) Transit property and equipment (297,345) (22,616) 13,169 (306,792) Port enhancements (5,019) (312) (5,331) Total accumulated depreciation (891,832) (61,270) 16,820 (936,282) Total capital assets being depreciated, net 886,486 25,555 - 912,041 Total capital assets, net $ 1,490,869 $ 117,453 $ (45,506) $ 1,562,816

Capital assets for the year ended December 31, 2016 were as follows:

Beginning Ending Balance Increases Decreases Balance

Capital assets not being depreciated Land $ 74,100 $ (24) $ 74,076 Construction in progress 441,577 $ 106,102 (17,372) 530,307 Total capital assets not being depreciated 515,677 106,102 (17,396) 604,383

Capital assets being depreciated Bridges and related building and equipment 1,139,324 7,975 (3,032) 1,144,267 Transit property and equipment 600,962 27,389 (1,003) 627,348 Port enhancements 6,703 6,703 Total capital assets being depreciated 1,746,989 35,364 (4,035) 1,778,318 Less: accumulated depreciation for: Bridges and related building and equipment (557,062) (34,895) 2,489 (589,468) Transit property and equipment (274,619) (23,721) 995 (297,345) Port enhancements (5,168) (317) 466 * (5,019) Total accumulated depreciation (836,849) (58,933) 3,950 (891,832) Total capital assets being depreciated, net 910,140 (23,569) (85) 886,486 Total capital assets, net $ 1,425,817 $ 82,533 $ (17,481) $ 1,490,869

______* represents depreciated capital assets reclassified from port enhancements to bridges and related building and equipment and transit property and equipment

Total depreciation expense for the years ended December 31, 2017 and 2016 was $61,270 and $58,933, respectively.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 63 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 8. Deferred Compensation Plan

The Authority offers its employees a deferred compensation plan in accordance with Internal Revenue Code Section 457. The plan, available to all full-time employees, permits them to defer a portion of their salary until future years. The deferred compensation is not available to employees until termination, retirement, death, or unforeseeable emergency. The Authority does not make any contributions to the plan. To comply with changes in federal regulations and GASBS 32, Accounting and Financial Reporting for Internal Revenue Code 457 Deferred Compensation Plans, the Authority amended the plan in 1998 so that all amounts of compensation deferred under the plan, all property and rights purchased with those amounts, and all income attributable to those amounts, property, or rights are solely the property of the employees.

Note 9. Pension Plans

Employees of the Authority participate in the Pennsylvania State Employees’ Retirement System (“SERS”), the State of New Jersey Public Employees’ Retirement System (“PERS”), or the Teamsters Pension Plan of Philadelphia and Vicinity.

General Information about the Plans

Plan Descriptions

Pennsylvania State Employees’ Retirement System - The Pennsylvania State Employees' Retirement System is the administrator of a cost-sharing multiple-employer defined benefit pension plan established by the Commonwealth of Pennsylvania (“Commonwealth”) to provide pension benefits for employees of state government and certain independent agencies. SERS is a component unit of the Commonwealth and is included in the Commonwealth's financial report as a pension trust fund. Membership in SERS is mandatory for most state employees. Members and employees of the General Assembly, certain elected or appointed officials in the executive branch, department heads, and certain employees in the field of education are not required, but are given the option to participate.

SERS provides retirement, death, and disability benefits. Article II of the Commonwealth's constitution assigns the authority to establish and amend the benefit provision of the plan to the General Assembly. Member retirement benefits are determined by taking years of credited service, multiplied by final average salary, multiplied by 2%, multiplied by class of service multiplier. According to the State Employees' Retirement Code, all obligations of SERS will be assumed by the Commonwealth should SERS terminate.

The Pennsylvania State Employees’ Retirement System issues a publicly available annual financial report, including financial statements, which may be obtained by writing to Pennsylvania State Employees’ Retirement System, 30 N. 3rd Street, Harrisburg, Pennsylvania 17101-1716.

State of New Jersey Public Employees' Retirement System - The Public Employees' Retirement System is a cost-sharing multiple-employer defined benefit pension plan that was established as of January 1, 1955, under the provisions of N.J.S.A. 43:15A by the State of New Jersey (“State”). The PERS’ designated purpose is to provide retirement, death, disability, and medical benefits to certain qualified members. The PERS’ Board of Trustees is primarily responsible for the administration of the PERS.

The State of New Jersey Public Employees’ Retirement System issues a publicly available annual financial report, including financial statements, which may be obtained by writing to State of New Jersey, Division of Pensions and Benefits, P.O. Box 295, Trenton, New Jersey 08625-0295.

64 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

General Information about the Plans (Continued)

Plan Descriptions (Continued)

Teamsters Pension Plan of Philadelphia and Vicinity - The Teamsters Health and Welfare Fund of Philadelphia and Vicinity (the “Fund”) covers all eligible employees working for employers who have a collective bargaining agreement with a Teamsters local union which is party to the Fund and under which the employers have agreed to make contributions to the Fund on the employees' behalf in accordance with negotiated hourly rates. The Fund is a multi-employer, defined benefit health and welfare plan that was established under the terms of collective bargaining agreements between the employers and Teamsters local unions (the local unions), located in central and northeast portions of Pennsylvania, along the eastern shore of Maryland, Maine, New York and Ohio. The Fund is generally non-contributory, but does provide for participant contributions under the Consolidated Omnibus Budget Reconciliation Act (COBRA). The Fund provides health and other benefits to eligible participants who are covered under collective bargaining agreements, or other written agreements, with the local unions. The Fund is administered by a Board of Trustees (Trustees) with equal representation by the employers and the local unions and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Benefit terms are established, and amended, by the Trustees. The Authority is not subject to any provisions regarding withdrawal from the Fund.

The Teamsters Pension Plan of Philadelphia and Vicinity issues a publicly available annual financial report, including financial statements, which may be obtained by writing to Teamsters Pension Plan of Philadelphia and Vicinity, Fourth and Cherry Streets, Philadelphia, Pennsylvania 19106.

Vesting and Benefit Provisions

Pennsylvania State Employees’ Retirement System - A member may retire after completing three years of service and after reaching normal retirement age (the age of 60, except police officers at age 50, or the age at which 35 years of service has been completed, whichever occurs first). Benefits vest after five years of service, or after 10 years of service for those hired on or after January 1, 2011. If an employee terminates his or her employment after at least five years of service (10 years if hired on or after January 1, 2011) but before the normal retirement age, he or she may receive pension benefits immediately or defer pension benefits until reaching retirement age. Employees who retire after reaching the normal retirement age with at least three years of credited service who started on or prior to December 31, 2010 are entitled to receive pension benefits equal to 2.5% (2.0% for employees starting on or after January 1, 2011, unless they opt to pay more to be eligible for the 2.5%) of their final average compensation (average of the three highest years in earnings) times the number of years for which they were a participant in the plan. The pension benefits received by an employee who retires after five years of credited service but before normal retirement age are reduced for the number of years that person is under normal retirement age.

Pension provisions include death benefits, under which the surviving beneficiary may be entitled to receive the employee’s accumulated contributions less the amount of pension payments that the employee received, the present value of the employees’ account at retirement less the amount of pension benefits received by the employee, the same pension benefits formerly received by the employee, or one- half of the monthly pension payment formerly received by the employee. The maximum pension benefit to the employee previously described may be reduced depending on the benefits elected for the surviving beneficiary.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 65 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

General Information about the Plans (Continued)

Vesting and Benefit Provisions (Continued)

State of New Jersey Public Employees’ Retirement System - The vesting and benefit provisions are set by N.J.S.A. 43:15A and 43:3B. The PERS provides retirement, death and disability benefits. All benefits vest after ten years of service, except for medical benefits, which vest after 25 years of service or under the disability provisions of the PERS:

The following represents the membership tiers for PERS:

Tier Definition

1 Members who were enrolled prior to July 1, 2007 2 Members who were eligible to enroll on or after July 1, 2007 and prior to November 2, 2008 3 Members who were eligible to enroll on or after November 2, 2008 and prior to May 21, 2010 4 Members who were eligible to enroll after May 21, 2010 and prior to June 28, 2011 5 Members who were eligible to enroll on or after June 28, 2011

Service retirement benefits of 1/55th of final average salary for each year of service credit is available to tiers 1 and 2 members upon reaching age 60 and to tier 3 members upon reaching age 62. Service retirement benefits of 1/60th of final average salary for each year of service credit is available to tier 4 members upon reaching age 62 and tier 5 members upon reaching age 65. Early retirement benefits are available to tiers 1 and 2 members before reaching age 60, tiers 3 and 4 before age 62 with 25 or more years of service credit and tier 5 with 30 or more years of service credit before age 65. Benefits are reduced by a fraction of a percent for each month that a member retires prior to the age at which a member can receive full early retirement benefits in accordance with their respective tier. Tier 1 members can receive an unreduced benefit from age 55 to age 60 if they have at least 25 years of service. Deferred retirement is available to members who have at least 10 years of service credit and have not reached the service retirement age for the respective tier.

Teamsters Pension Plan of Philadelphia and Vicinity - A member may retire at the later of (a) the date the employee reaches 65 or (b) the tenth anniversary of the employee’s commencement of participation in the plan. Additionally, employees are eligible for early retirement after 10 years of participation in the plan and (a) completion of 30 years of vested service or (b) attainment of age 50 and completion of 10 years of vested service. Benefits vest after 10 years of service. An employee who retires on or after his or her normal retirement age is entitled to receive benefits based on his or her credited years of service multiplied by a monthly benefit rate, which is determined based on the employer’s daily contributions. The benefits are subject to maximum rates that vary according to employer daily contribution rates. Members may also receive benefits after early retirement at reduced rates, depending on age at retirement.

An employee who qualifies for disability retirement benefits (total and permanent disability with 10 years of vested service and 5 years of continuous service with at least 300 covered days of contributions) is entitled to receive two hundred dollars per month until retirement age, when retirement benefits would commence.

Provisions include surviving spouse death benefits, under which the surviving spouse is entitled to a 50% survivor annuity in certain cases.

At December 31, 2017, 2016 and 2015, the Authority had 212, 196 and 208 employees, respectively, covered by the Fund.

66 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

General Information about the Plans (Continued)

Contributions

Pennsylvania State Employees’ Retirement System - The contribution requirements of plan members and the Authority are established and amended by the Pennsylvania State Employees’ Retirement System Board. As of January 1, 2002, employees are required to contribute 6.25% (unless opting for 9.33% deductions in order to be eligible for the 2.5% pension compensation) of their gross earnings to the plan.

Employer contribution rates are certified by the SERS Board annually, typically in April of each year to become effective the following fiscal year beginning in June. It is customary for rates to result from an independent actuarial valuation of the pension fund. The employer contribution rate is set so that it can fund all retirement benefits earned by employees working during the year and pay toward any unfunded liability that may exist. In some cases, however, the actuarially calculated employer contribution rate has been set or adjusted by Pennsylvania law.

The Authority’s contractually required contribution rate for the years ended December 31, 2017 and 2016 was 29.34% and 27.32%, respectively, of the Authority’s covered payroll, and the Authority’s contractually required quarterly contributions to the pension plan for 2017 and 2016 totaled $14,515 and $12,735, respectively. Employee contributions to the plan during 2017 and 2016 were $3,219 and $2,599, respectively.

State of New Jersey Public Employees’ Retirement System - The contribution policy is set by N.J.S.A. 43:15A and requires contributions by active members and contributing employers. Members contribute at a uniform rate. Pursuant to the provisions of Chapter 78, P.L. 2011, the active member contribution rate increased from 5.5% of annual compensation to 6.5% plus an additional 1% phased-in over seven years beginning in July 2012. The member contribution rate was 7.06% in State fiscal year 2016. The phase-in of the additional incremental member contribution rate takes place in July of each subsequent State fiscal year. Employers' contribution amounts are based on an actuarially determined rate. The Authority’s contribution amounts are based on an actuarially determined rate that included the normal cost and unfunded accrued liability.

The Authority’s contractually required contribution rate for the years ended December 31, 2017 and 2016 was 9.31% and 10.16%, respectively, of the Authority’s covered payroll. This amount was actuarially determined as the amount that, when combined with employee contributions, is expected to finance the costs of benefits earned by employees during the year, including an additional amount to finance any unfunded accrued liability. The Authority’s contractually required contributions to the pension plan for the years ended December 31, 2017 and 2016 was $64 and $45, which is and was due on April 1, 2018 and April 1, 2017, respectively. Employee contributions to the plan during 2017 and 2016 were $56 and $33, respectively.

Teamsters Pension Plan of Philadelphia and Vicinity - The employer’s contribution requirements are determined under the terms of one Collective Bargaining Agreement in force between the employer and the Teamsters, which expired on May 31, 2011. A “Memorandum of Agreement” was signed on December 28, 2016 to continue the Authority’s contributions to the plan. The Memorandum of Agreement expired December 31, 2017. During 2017, the Authority was required to and did contribute twenty-six dollars and forty-eight cents ($26.48) per day from January 1 through June 30, and twenty-seven dollars and eighty-four cents ($27.84) per day, from July 1 through December 31 for each PATCO participating employee. For the 2016 year, the Authority was required to and did contribute twenty-five dollars and twenty-two cents ($25.22) per day from January 1 through June 30, and twenty-six dollars and forty-eight cents ($26.48) per day, from July 1 through December 31 for each PATCO participating employee. The Authority’s contributions totaled 11.36%, 12.09% and 10.62% of covered payroll in 2017, 2016 and 2015 respectively.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 67 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

General Information about the Plans (Continued)

Contributions (Continued)

Teamsters Pension Plan of Philadelphia and Vicinity (Continued) - The employees of the Authority do not contribute to the Plan. The Authority contributed $1,299, $1,293 and $1,136 in 2017, 2016 and 2015 respectively, which represented 100% of the required contribution for the aforementioned years.

Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions

Pennsylvania State Employees’ Retirement System - At December 31, 2017, the Authority’s proportionate share of the SERS net pension liability was $152,183. The net pension liability was measured as of December 31, 2016, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of December 31, 2016. The Authority’s proportion of the net pension liability was based on a projection of the Authority’s long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the December 31, 2016 measurement date, the Authority’s proportion was .79013936%, which was a decrease of .00410719% from its proportion measured as of December 31, 2015.

At December 31, 2016, the Authority’s proportionate share of the SERS net pension liability was $144,424. The net pension liability was measured as of December 31, 2015, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of December 31, 2015. The Authority’s proportion of the net pension liability was based on a projection of the Authority’s long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the December 31, 2015 measurement date, the Authority’s proportion was .79424655%, which was an increase of .02971064% from its proportion measured as of December 31, 2014.

At December 31, 2017 and 2016, the Authority’s proportionate share of the SERS pension expense, calculated by the Plan as of the December 31, 2016 and 2015 measurement dates, was $22,105 and $19,279, respectively.

State of New Jersey Public Employees’ Retirement System - At December 31, 2017, the Authority’s proportionate share of the PERS net pension liability was $1,620. The net pension liability was measured as of June 30, 2017, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2016. The total pension liability was calculated using updated procedures to roll forward from the actuarial valuation date to the measurement date of June 30, 2017. The Authority’s proportion of the net pension liability was based on a projection of the Authority’s long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the June 30, 2017 measurement date, the Authority’s proportion was .0069597877%, which was an increase of .0019492389% from its proportion measured as of June 30, 2016.

At December 31, 2016, the Authority’s proportionate share of the PERS net pension liability was $1,484. The net pension liability was measured as of June 30, 2016, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2015. The total pension liability was calculated using updated procedures to roll forward from the actuarial valuation date to the measurement date of June 30, 2016. The Authority’s proportion of the net pension liability was based on a projection of the Authority’s long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the June 30, 2016 measurement date, the Authority’s proportion was .0050105488%, which was an increase of .0001489164% from its proportion measured as of June 30, 2015.

68 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions (Continued)

State of New Jersey Public Employees’ Retirement System (Continued) - At December 31, 2017 and 2016, the Authority’s proportionate share of the PERS pension expense, calculated by the Plan as of the June 30, 2017 and 2016 measurement dates, was $4 and ($49), respectively.

Deferred Outflows of Resources and Deferred Inflows of Resources

Certain changes in the net pension liability are to be recognized as deferred outflows of resources or deferred inflows of resources and are amortized as either an increase or decrease to future year’s pension expense, using a systematic and rational method over a closed period.

At December 31, 2017, the Authority reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources:

Deferred Outflows of Resources Deferred Inflows of Resources

SERS PERS Total SERS PERS Total

Differences between expected and actual experience $ 2,197 $ 38 $ 2,235 $ 3,405 - $ 3,405

Changes of assumptions 9,296 327 9,623 - $ 325 325 Net difference between projected and actual earnings on pension plan investments 12,789 11 12,800 - - - Differences between employer contributions and proportionate share of contributions 22 366 388 326 507 833 Changes in proportion 2,949 2,949 2,161 2,161

Employer contributions subsequent to the measurement date 14,654 32 14,686 - - - $ 41,907 $ 774 $ 42,681 $ 5,892 $ 832 $ 6,724

At December 31, 2016, the Authority reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources:

Deferred Outflows of Resources Deferred Inflows of Resources

SERS PERS Total SERS PERS Total

Differences between expected and actual experience $ 2,924 $ 28 $ 2,952 - - -

Changes of assumptions 4,291 307 4,598 - - - Net difference between projected and actual earnings on pension plan investments 14,705 57 14,762 - - - Differences between employer contributions and proportionate share of contributions - - - $ 419 - $ 419 Changes in proportion 3,443 24 3,467 1,833 $ 703 2,536

Employer contributions subsequent to the measurement date 12,735 22 12,757 - - - $ 38,098 $ 438 $ 38,536 $ 2,252 $ 703 $ 2,955

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 69 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions (Continued)

Deferred Outflows of Resources and Deferred Inflows of Resources (Continued)

At December 31, 2017, $14,516 and $32 for SERS and PERS, respectively, included in deferred outflows of resources, will be included as a reduction of the net pension liability in the year ending December 31, 2018. These contributions were made by the Authority to the respective pension plans after the measurement date to satisfy the pension plan’s net pension liability, but before the end of the financial statement period for the Authority. For SERS, this amount was based on actual contributions made during 2017, which was subsequent to the measurement date of December 31, 2016. For PERS, the amount was based on an estimated April 1, 2019 contractually required contribution, prorated from the pension plans measurement date of June 30, 2017 to the Authority’s year-end of December 31, 2017.

At December 31, 2016, $12,735 and $22 for SERS and PERS, respectively, included in deferred outflows of resources, was included as a reduction of the net pension liability in the year ended December 31, 2017. These contributions were made by the Authority to the respective pension plans after the measurement date to satisfy the pension plan’s net pension liability, but before the end of the financial statement period for the Authority. For SERS, this amount was based on actual contributions made during 2016, which was subsequent to the measurement date of December 31, 2015. For PERS, the amount was based on an estimated April 1, 2018 contractually required contribution, prorated from the pension plans measurement date of June 30, 2016 to the Authority’s year-end of December 31, 2016.

For SERS and PERS, the components of deferred outflows of resources and deferred inflows of resources for SERS and PERS, other than the difference between the projected and actual investment earnings on investments, are amortized into pension expense over a 5.2 and 5.48 year closed period for the December 31, 2016 and June 30, 2017 measurement period, respectively, which reflects the weighted average remaining service life of all SERS and PERS members, beginning the year in which the deferred amount occurs (current year). The annual difference between the projected and actual earnings on SERS and PERS investments is amortized over a 5.0 year closed period beginning the year in which the difference occurs (current year).

For SERS and PERS, the components of deferred outflows of resources and deferred inflows of resources for SERS and PERS, other than the difference between the projected and actual investment earnings on investments, were amortized into pension expense over a 5.2 and 5.57 year closed period for the December 31, 2015 and June 30, 2016 measurement period, respectively, which reflects the weighted average remaining service life of all SERS and PERS members, beginning the year in which the deferred amount occurs (current year). The annual difference between the projected and actual earnings on SERS and PERS investments is amortized over a 5.0 year closed period beginning the year in which the difference occurs (current year).

70 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions (Continued)

Deferred Outflows of Resources and Deferred Inflows of Resources (Continued)

The amounts of deferred outflows of resources and deferred inflows of resources related to the respective net pension liabilities measured at December 31, 2016 for SERS and June 30, 2017 for PERS that will be recognized in pension expense in future periods are as follows:

Year Ending Dec. 31 SERS PERS Total

2016 $ 6,813 $ 6,813 2017 6,813 6,813 2018 6,813 (75) 6,738 2019 6,144 (55) 6,089 2020 1,490 2 1,492 2021 102 33 135 2022 3 3

Totals $ 28,175 $ (92) $ 28,083

Actuarial Assumptions

Since the measurement of the net pension liability of SERS is the same date as the actuarial valuation of the net pension liability, no roll forward procedures are required for the net pension liability. For PERS, however, the net pension liability was measured as of June 30, 2017, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2016. The total PERS pension liability was calculated using updated procedures to roll forward from the actuarial valuation date to the measurement date of June 30, 2017.

The actuarial valuations for the year ended December 31, 2017 used the following actuarial assumptions applied to all periods included in the measurement date of December 31, 2016 for SERS and June 30, 2017 for PERS:

SERS PERS

Inflation 2.60% 2.25%

Projected salary increases average of 5.60% with range of 3.70% - 8.90% 1.65% - 4.15% based on age (through 2026) including inflation 2.65% - 5.15% based on age (thereafter)

Investment rate of return 7.25% 7.00%

Mortality rate table projected RP-2000 mortality tables adjusted for projected RP-2000 mortality tables adjusted for actual plan experience and future improvement actual plan experience and future improvements

Period of actuarial experience 2011 - 2015 July 1, 2011 - June 30, 2014 study upon which actuarial assumptions were based

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 71 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Actuarial Assumptions (Continued)

The actuarial valuations for the year ended December 31, 2016 used the following actuarial assumptions applied to all periods included in the measurement date of December 31, 2015 for SERS and June 30, 2016 for PERS: SERS PERS

Inflation 2.75% 3.08%

Projected salary increases average of 5.70% with range of 3.85% - 9.05% 1.65% - 4.15% based on age (through 2026) including inflation 2.65% - 5.15% based on age (thereafter)

Investment rate of return 7.50% 7.65%

Mortality rate table projected RP-2000 mortality tables adjusted for projected RP-2000 mortality tables adjusted for actual plan experience and future improvement actual plan experience and future improvements

Period of actuarial experience 2011 - 2015 July 1, 2011 - June 30, 2014 study upon which actuarial

assumptions were based

The long-term expected real rate of return on pension plan investments is determined using a building- block method in which best-estimate ranges of expected future real rates of return (expected returns, net of investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation.

Best estimates of arithmetic real rates of return for each major asset class included in current and target asset allocation as of the measurement dates of December 31, 2016 for SERS and June 30, 2017 for PERS, are summarized in the following table:

SERS PERS Long-term Long-term Target Expected Rate Target Expected Rate Asset Class Allocation of Return Allocation of Return Absolute return / risk mitigation 5.00% 5.51% Cash / cash equivalents 3.00% -0.25% 5.50% 1.00% U.S. treasuries 3.00% 1.87% Investment grade credit 10.00% 3.78% Global public equity 43.00% 5.30% Public high yield bonds 2.50% 6.82% Global diversified credit 5.00% 7.10% Credit oriented hedge funds 1.00% 6.60% Debt Related Private Equity 2.00% 10.63% Debt Related Real Estate 1.00% 6.61% Equity Related Real Estate 6.25% 9.23% U.S. Equity 30.00% 8.19% Non-U.S. Developed Markets Equity 11.50% 9.00% Emerging Markets Equity 6.50% 11.64% Buyouts/Venture Capital 8.25% 13.08% Private Real Estate 2.50% 11.83% Private equity 16.00% 8.00% 12.40% Fixed income 14.00% 1.63% Hedge funds / absolute return 12.00% 4.75% 4.68% Real estate (property) 12.00% 5.44% 6.91% Total 100.00% 100.00%

72 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Actuarial Assumptions (Continued)

Best estimates of arithmetic real rates of return for each major asset class included in current and target asset allocation as of the measurement dates of December 31, 2015 for SERS and June 30, 2016 for PERS, are summarized in the following table:

SERS PERS

Long-term Long-term Target Expected Rate Target Expected Rate Asset Class Allocation of Return Allocation of Return Cash 5.00% 0.87% Alternative investments 15.00% 8.50% U.S. treasuries 1.50% 1.74% Investment grade credit 8.00% 1.79% Global public equity 40.00% 5.40% Real assets 17.00% 4.95% Mortgages 2.00% 1.67% Diversifying assets 10.00% 5.00% High yield bonds 2.00% 4.56% Inflation-indexed bonds 1.50% 3.44% Broad U.S. equities 26.00% 8.53% Developed foreign equities 13.25% 6.83% Emerging market equities 6.50% 9.95% Private equity 9.00% 12.40% Fixed income 15.00% 1.50% Hedge funds / absolute return 12.50% 4.68% Real estate (property) 2.00% 6.91% Liquidity reserve 3.00% 0.00% Commodities 0.50% 5.45% Global debt ex U.S. 5.00% -0.25% REIT 5.25% 5.63%

Total 100.00% 100.00%

Discount Rate - The discount rate used to measure the total pension liability at December 31, 2016 and 2015 for SERS was 7.25% and 7.50%, respectively. The projection of cash flows used to determine the discount rate assumed that employee contributions will be made at the rates applicable for each member and that employer contributions will be made based on rates determined by the actuary. Based on those assumptions, SERS fiduciary net position was projected to be available to make all projected future benefit payments of current active and non-active SERS members; therefore, the long-term expected rate of return on SERS investments was applied to all periods of projected benefit payments to determine the total pension liability.

The discount rate used to measure the total pension liability at June 30, 2017 and 2016 for PERS was 5.00% and 3.98%, respectively. These single blended discount rates were based on the long-term expected rate of return on pension plan investments of 7.00% and 7.65%, and a municipal bond rate of 3.58% and 2.85%, as of June 30, 2017 and 2016, respectively, based on the Bond Buyer Go 20-Bond Municipal Bond Index, which includes tax-exempt general obligation municipal bonds with an average rating of AA/Aa or higher. The projection of cash flows used to determine the discount rate assumed that contributions from PERS members would be made at the current member contribution rates. Based on those assumptions, PERS fiduciary net position was projected to be available to make projected future benefit payments of current plan members through 2040 for PERS; therefore, the long-term expected rate of return on PERS investments was applied to projected benefit payments through 2040 for PERS, and the municipal bond rate was applied to projected benefit payments after that date in determining the total pension liability.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 73 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Sensitivity of Authority’s Proportionate Share of Net Pension Liability to Changes in the Discount Rate

Pennsylvania State Employees’ Retirement System - The following presents the Authority’s proportionate share of the net pension liability at the Plan’s measurement date, calculated using a discount rate of 7.25% for December 31, 2017 and 7.50% for December 31, 2016, as well as what the Authority’s proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1% lower or 1% higher than the current rates used:

December 31, 2017

1% Decrease Current Discount 1% Increase 6.25% Rate 7.25% 8.25%

Authority's proportionate share of the net pension liability - measurement date December 31, 2016 $ 179,402 $ 144,425 $ 114,433

December 31, 2016

1% Decrease Current Discount 1% Increase 6.50% Rate 7.50% 8.50%

Authority's proportionate share of the net pension liability - measurement date December 31, 2015 $ 179,402 $ 144,425 $ 114,433

State of New Jersey Public Employees’ Retirement System - The following presents the Authority’s proportionate share of the net pension liability at the Plan’s measurement date, calculated using a discount rate of 5.00% for June 30, 2017 and 3.98% for June 30, 2016, as well as what the Authority’s proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1% lower or 1% higher than the current rates used:

December 31, 2017

1% Decrease Current Discount 1% Increase 4.00% Rate 5.00% 6.00%

Authority's proportionate share of the net pension liability - measurement date June 30, 2017 $ 2,010 $ 1,620 $ 1,295

December 31, 2016

1% Decrease Current Discount 1% Increase 2.98% Rate 3.98% 4.98%

Authority's proportionate share of the net pension liability - measurement date June 30, 2016 $ 1,818 $ 1,484 $ 1,208

74 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan

Plan Description: The Authority provides coverage for medical, including prescription drug coverage, as part of the medical plan. Life insurance benefits are offered in retirement. Dental and vision coverage are not offered or subsidized for retirees. Such benefits are established and amended by the Authority’s Board of Commissioners. The Authority’s Plan provides two agent multiple-employer post-employment healthcare plans that cover two retiree populations: eligible retirees under the age of sixty-five (65) receive benefits through AmeriHealth and eligible retirees sixty-five (65) and over receive benefits through Horizon Blue Cross/Blue Shield of NJ and a Medicare Supplemental Plan through United Health Group/AARP. Life insurance benefits to qualifying retirees are provided through Standard Insurance Company. The plans are administered by the Authority; therefore, premium payments are made directly by the Authority to the insurance carriers.

The OPEB Trust is irrevocable and is exempt from federal and state income taxes under Internal Revenue Code Section 115. The sole purpose of the OPEB Trust is to provide funds to pay postemployment benefits to qualified retirees and their dependents.

Funding Policy: Employees become eligible for retirement benefits based on hire date and years of service. For employees hired after January 1, 2007, no subsidized retiree benefits are offered. The contribution requirements of plan members and the Authority are established, and may be amended, by the Authority’s Board of Commissioners. Plan members receiving benefits contribute the following amounts: sixty-five dollars per month for retiree-only coverage for the base plan, one hundred and thirty dollars per month for retiree/spouse (or retiree/child) coverage, and one hundred and ninety-five dollars per month for retiree/family (or children) coverage to age sixty-five (65) for the base plan, and fifty-five dollars per month per retiree, per dependent for both the United Health Group (in partnership with AARP) and Horizon coverages. An additional amount is required for those retirees, under age sixty-five (65), who opt to participate in the “Value Plus Plan” offered by AmeriHealth for eligible retirees and their eligible dependents.

During 2015 and 2014, the Authority’s Board of Commissioners passed resolutions DRPA-15-156 and DRPA-14-154 authorizing the Authority to make OPEB contributions for $5,000, for each subsequent year, to the OPEB Trust, which was established with PNC Institutional Management in 2014. Resolution DRPA-16-132 authorized an additional $5,000 contribution in 2017. This $5,000 contribution was made prior to year-end 2017. The Authority continues to fund its current retiree postemployment benefits cost on a “pay-as-you-go” basis, net of plan member contributions.

Future Retirees: The Authority is required to expense the annual required contribution (ARC) of the employer, an amount actuarially determined in accordance with the parameters of the Governmental Accounting Standards Board (GASB). The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed thirty (30) years. The ARC includes the costs of both current and future retirees. The current ARC was determined to be $4,555, at an unfunded discount rate of 3.7%.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 75 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan (Continued)

Annual OPEB Cost: The Authority’s annual required contribution (ARC), the interest on the net OPEB obligation, the adjustment to the ARC, the increase or decrease in the net OPEB obligation, the net OPEB obligation, and the percentage of annual OPEB cost contributed to the plan for 2017, 2016 and 2015 are as follows:

2017 2016 2015 Annual required contribution (arc) $ 4,555 $ 4,882 $ 4,952 Interest on the net OPEB obligation 780 1,054 1,258 Adjustment to the arc (1,369) (1,374) (1,374) Annual OPEB cost 3,966 4,562 4,836 Pay-as-you go cost (existing retirees) (5,588) (4,813) (4,929) Increase (decrease) in the net OPEB obligation (1,622) (251) (93) Net OPEB Obligation, January 1 21,101 26,352 31,445

OPEB Obligation, December 31 19,479 26,101 31,352 OPEB Trust Contributions (5,000) (5,000) (5,000)

Net OPEB Obligation, December 31 $ 14,479 $ 21,101 $ 26,352

Percentage of Annual OPEB Cost Contributed 267% 215% 205%

Funded Status and Funding Progress: Using the report from January 1, 2017, the most recent actuarial valuation date, the results were rolled forward to calculate year-end December 31, 2017. The actuarial accrued liability for benefits as of January 1, 2017 was $121,764, and the actuarial value of plan assets was $20,765, or 17.1% funded, resulting in an unfunded actuarial accrued liability (UAAL) of $100,999.

The covered payroll (annual payroll of active employees covered by the plan) was $34,381 and the ratio of the UAAL to the covered payroll was 293.8%. Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future.

Examples include assumptions about future employment, mortality and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The schedule of funding progress, presented as required supplementary information following the notes to the combined financial statements, presents multiyear trend information that shows whether the actuarial value of the plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits.

Actuarial Methods and Assumptions: Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing benefit costs between the employer and plan members to that point. The actuarial methods and assumptions used include techniques that are designed to reduce short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations.

76 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan (Continued)

Actuarial Methods and Assumptions (Continued): In the January 1, 2017 actuarial valuation, the projected unit credit actuarial cost method was used. Under this method, an actuarial accrued liability is determined as the actuarial present value of the portion of projected benefits that is allocated to service before the current plan year. In addition, a normal cost is determined as the actuarial present value of the portion of projected benefits that is allocated to service in the current plan year for each active participant under the assumed retirement age. The UAAL is being amortized (straight-line) for thirty (30) year on an open basis. The actuarial assumptions included the following:

Mortality: The mortality table employed in the valuation was the RP2014 Healthy Table Male and Female Tables based on the Combined Healthy Table.

Discount Rate: Future costs have been discounted at the rate of 3.7% based on an average of three 20-year bond indices.

Turnover: Reflects rate of separation from the active plan and excludes retirement and disability. Turnover table varies by age and years of service with rates of turnover based on the State Employees Retirement System of Pennsylvania.

Disability: Reflects ordinary and accidental disability assumptions from the active plan and is based on age. Disability rates based on the State Employees Retirement System of Pennsylvania.

Retirement: Reflects rate of retire from the active plan and is based on age for both disabled and non- disabled employees. Retirement decrements based on the State Employees Retirement System of Pennsylvania.

Spousal Coverage: Spouses are valued for benefits similar to retired employees for medical coverage. Members that are spouses are assumed to be married to those spouses at retirement. Members that are without spouses (or not covering spouses) are assumed to be single at and throughout retirement.

Health Care Cost Trend Rate:

Year Pre-65 Post-65

Initial Trend January 1, 2019 8.0% 8.0% Ultimate Trend January 1, 2022 & Later 5.0% 5.0% Grading Per Year 1.0% 1.0%

Healthcare Reform: The valuation was based on the current healthcare regulatory environment and does not reflect the impact of future changes (e.g., taxes, assessments, subsidies, etc.) due to future anticipated changes in healthcare reform.

Life Insurance Benefit: Life insurance coverage is provided to retirees based on one times their final year salary. The benefit reduces 12% per year for five years to a maximum reduction of 60% resulting in an ultimate life insurance benefit after five years of 40% of final salary.

Projected Salary Increase: Annual salary increase is 2.5%.

Retiree Contribution Rates: Contribution rates were valued on an individual basis for retiree coverage. Contribution rates vary by plan for pre-65 and ost-65 retirees, and are paid on a quarterly basis. Retiree contribution rates for life insurance are zero.

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DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 11. Indentures of Trust

The Authority’s Revenue Bonds are subject to the provisions of the following Indentures of Trust: Revenue Refunding Bonds of 1998, dated July 1, 1998; the Revenue Refunding Bonds of 2008, dated July 25, 2008, the Revenue Refunding Bonds of 2010 (Series A, B and C) and the 2010 Revenue Bonds (Series D), dated May 15, 2010 and July 15, 2010, respectively; and the 2013 Revenue Bonds, dated December 1, 2013, respectively (collectively the “Bond Resolution”).

In addition, various Supplemental Indentures, issued in 2016, govern the recent replacement of Direct Pay Letter of Credit (“LOC”) backed variable rate debt, with LIBOR-indexed bank purchase loans.

In addition, the Port District Project Bonds of 1999, dated December 1, 1999, and the 2012 Port District Project Refunding Bonds, dated December 1, 2012, are governed by separate, individual indentures.

The Bond Resolution requires the maintenance of the following accounts:

Project Fund: This restricted account was established in accordance with Section 6.02 of the Bond Resolution. The Project Fund is held by the Trustee and is applied to pay the cost of the Projects and is pledged, pending application to such payment of costs for the security of the payment of principal and interest on the Revenue, Revenue Refunding, and Project Bonds (the “Bonds”).

Debt Service Fund: This restricted account was established in accordance with Section 6.04 of the Bond Resolution for the payment of maturing interest and principal on the Bonds. The balance on deposit must be sufficient to enable the Trustee to withdraw amounts equal to interest due on the Bonds, principal amounts maturing on Bonds, accrued interest included in the purchase price of the bonds purchased for retirement, and sinking fund installments when payments are required.

Debt Service Reserve Fund: This restricted account was established in accordance with Section 6.05 of the Bond Resolution. The amount of funds on deposit must be maintained at a level equal to the Maximum Debt Service to insure funds are available for payment of Debt Service.

Bond Redemption Fund: This restricted account was established in accordance with section 6.06 of the Bond Resolution to account for amounts received from any source for the redemption of Bonds, other than mandatory sinking fund payments.

Rebate Fund: This restricted account was established in accordance with Section 6.07 of the bond Resolution account for amounts deposited from time to time in order to comply with the arbitrage rebate requirements of Section 148 of the Code as applicable to any Series of Tax-Exempt Bonds issued.

Revenue Fund: This unrestricted account was established in accordance with Section 6.03 of the Bond Resolution for the Authority to deposit all Revenues. On or before the 20th day of each calendar month, the Trustee shall, to the extent money is available, after deduction of cash and investment balances for the 15% working capital reserve, transfer to or credit funds needed in the following order: (1) the Debt Service Fund, (2) the Debt Service Reserve Fund, (3) any Reserve Fund Credit Facility Issuer, (4) the Trustee’s Rebate Fund, (5) the Maintenance Reserve Fund, (6) the General Fund.

Maintenance Reserve Fund: This restricted account was established in accordance with Section 6.08 of the Bond Resolution. These funds are maintained for reasonable and necessary expenses with respect to the system for major repairs, renewals, replacements, additions, betterments, enlargements, improvements and extraordinary expenses, all to the extent not provided for in the then current Annual Budget. Money in this account is pledged for the security of payment of principal and interest on the bonds. Whenever the amount in this account exceeds the “Maintenance Reserve Fund Requirement,” the excess shall be deposited in the General Fund. The “Maintenance Reserve Fund Requirement” on any date is at least $3,000.

78 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 11. Indentures of Trust (Continued)

The Bond Resolution requires the maintenance of the following accounts (continued):

General Fund: This unrestricted account was established in accordance with Section 6.09 of the Bond Resolution. All excess funds of the Authority are recorded in the General Account. If the Authority is not in default in the payment of bond principal or interest and all fund requirements are satisfied, the excess funds may be used by the Authority for any lawful purpose.

Note 12. Funded and Long-Term Debt

At December 31, 2016, the Authority had $1,454,821 in Revenue, Revenue Refunding, and Port District Project and Project Refunding Bonds outstanding, consisting of bonds issued in 1999, 2008, 2010 (two issues), 2012 and 2013. The 1999 Port District Project Bonds were issued pursuant to an Indenture of Trust dated December 1, 1999. The 2008 Revenue Refunding Bonds were issued pursuant to the Indenture of Trust dated July 1, 1998, as supplemented by a Fourth Supplemental Indenture dated October 1, 2007 and a Fifth Supplemental Indenture dated July 15, 2008. The 2010 Revenue Refunding Bonds were issued pursuant to an Indenture of Trust as previously supplemented by five supplemental indentures thereto and as further supplemented by a Sixth Supplemental Indenture dated as of March 15, 2010. The 2010 Revenue Bonds were issued pursuant to Indenture of Trust, dated as of July 1, 1998, a Sixth Supplemental Indenture, dated as of March 15, 2010, and a Seventh Supplemental Indenture, dated as of July 1, 2010. The 2012 Port District Project Refunding Bonds were issued pursuant to an Indenture of Trust dated December 1, 2012. The 2013 Revenue Bonds were issued pursuant to an Indenture of Trust, a Ninth Supplemental Indenture, dated as of December 1, 2013. Supplemental Indentures Ten through Twelve govern the 2016 issuance of four (4) LIBOR-indexed bank purchase loans with Wells Fargo Bank, Bank of America and TD Bank, related to the 2008 and 2010 Revenue Refunding Bonds.

1999 Port District Project Bonds: On December 22, 1999, the Authority issued $272,095 to provide funds to finance (a) all or a portion of the cost of certain port improvement and economic development projects within the Port District, (b) a deposit of cash or a Reserve Fund Credit Facility to the credit of the Debt Service Reserve Fund established under the 1999 Port District Project Bond Indenture and (c) all or a portion of the costs and expenses of the Authority relating to the issuance and sale of the 1999 Port District Project Bonds (Series A and B).

The 1999 Port District Project Bonds are general corporate obligations of the Authority. The 1999 Port District Project Bonds are not secured by a lien or charge on, or pledge of, any revenues or other assets of the Authority other than the monies, if any, on deposit from time to time in the Funds established under the 1999 Port District Project Bond Indenture. No tolls, rents, rates or other such charges are pledged for the benefit of the 1999 Port District Project Bonds. The 1999 Port District Project Bonds are equally and ratably secured by the funds on deposit in the Funds established under the 1999 Port District Project Bond Indenture, except for the Rebate Fund. The 1999 Port District Project Bonds are payable from such Funds and from other monies of the Authority legally available.

The 1999 Port District Project Bonds are subject to optional redemption and mandatory sinking fund redemption prior to maturity as more fully described herein.

The scheduled payment of principal and interest on the 1999 Port District Project Bonds when due are guaranteed under an insurance policy issued concurrently with the delivery of the 1999 Port District Project Bonds by Financial Security Assurance Inc.

On December 20, 2012, all remaining 1999 Series B Port District Project Bonds were redeemed, prior to maturity, at a redemption price of 100%, using proceeds from the issuance of the 2012 Port District Project Refunding Bonds.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 79 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

1999 Port District Project Bonds (Continued): The 1999 Port District Project Bonds (Series A) outstanding at December 31, 2017 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount Term Bonds 2018 7.63% $ 4,570 2020 7.63% $ 5,295 2019 7.63% 4,920 2021 7.63% 1,035

Total par value of 1999 Port District Project Bonds $ 15,820

Optional Redemption: The Series A Port District Project Bonds are redeemable by the Authority on any interest payment date in whole or in part, and if in part, in any order of maturity specified by the Authority and in any principal amount within a maturity as specified by the Authority. Any such redemption shall be made at a redemption price equal to accrued interest to the redemption date plus the greater of (i) the principal amount of the Series A Port District Project Bonds to be redeemed, and (ii) an amount equal to the discounted remaining fixed amount payments applicable to the Series A Port District Project Bonds to be redeemed. Allocation of the amounts of Series A Port District Project Bonds to be redeemed shall be proportionate nearly as reasonably possible having due regard for minimum authorized denominations of the 1999 Port District Project Bonds among the respective interest of the holders of the Series A Port District Project Bonds to be redeemed at the time of selection of such Series A Port District Project Bonds for redemption regard for minimum authorized denominations of the 1999 Port District Project Bonds among the respective interest of the holders of the Series A Port District Project Bonds to be redeemed at the time of selection of such Series A Port District Project Bonds for redemption.

2008 Revenue Refunding Bonds: On July 25, 2008, the Authority issued $358,175 in Revenue Refunding Bonds (the “2008 Revenue Refunding Bonds”). The 2008 Revenue Refunding Bonds were issued to provide funds, together with other funds available: (a) to finance the current refunding of $358,175 aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series of 2007, consisting of all of the outstanding bonds of such series, and (b) to pay the costs of issuance of the 2008 Revenue Refunding Bonds.

The 2008 Revenue Refunding Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust dated as of July 1, 1998 ("Original Indenture"), by and between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to Commerce Bank, N.A. (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of July 1, 1998 ("First Supplemental Indenture"), a Second Supplemental Indenture, dated as of August 15, 1998 ("Second Supplemental Indenture"), a Third Supplemental Indenture, dated as of December 1, 1999 ("Third Supplemental Indenture"), a Fourth Supplemental Indenture, dated as of October 1, 2007 ("Fourth Supplemental Indenture"), a Fifth Supplemental Indenture, dated as of July 15, 2008 (“Fifth Supplemental Indenture”), a Sixth Supplemental Indenture, dated as of March 15, 2010 ("Sixth Supplemental Indenture"), a Seventh Supplemental Indenture, dated as of July 1, 2010 ("Seventh Supplemental Indenture"), an Eighth Supplemental Indenture, dated as of March 15, 2013 ("Eighth Supplemental Indenture"), a Ninth Supplemental Indenture, dated as of December 1, 2013 ("Ninth Supplemental Indenture"), a Tenth Supplemental Indenture, dated as of June 1, 2016 ("Tenth Supplemental Indenture"), an Eleventh Supplemental Indenture, dated as of July 1, 2016 ("Eleventh Supplemental Indenture"), and a Twelfth Supplemental Indenture, dated as of July 1, 2016 ("Twelfth Supplemental Indenture"; and together with the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture, the Tenth Supplemental Indenture, and the Eleventh Supplemental Indenture, the “1998 Revenue Bond Indenture”).

80 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2008 Revenue Refunding Bonds (Continued): The 2008 Revenue Refunding Bonds, together with all other indebtedness outstanding under the 1998 Revenue Bond Indenture and any parity obligations hereafter issued under the 1998 Revenue Bond Indenture, are equally and ratably payable solely from and secured by a lien on and security interest in (i) the Net Revenues described herein, (ii) all moneys, instruments and securities at any time and held by the Authority or the Trustee in any Fund created or established under the 1998 Revenue Bond Indenture and (iii) the proceeds of all the foregoing, except for the moneys, instruments and securities held in the 1998 General Fund and the 1998 Rebate Fund. The 2008 Revenue Refunding Bonds are delineated into the following two (2) subseries including the 2008A Revenue Refunding Bonds and the 2008B Revenue Refunding Bonds (hereinafter defined):

2008A Revenue Refunding Bonds: The 2008A Revenue Refunding Bonds are outstanding as Variable Rate Bonds in an Index Rate Mode (as defined under the 1998 Revenue Bond Indenture). In particular, on July 15, 2016, the 2008A Revenue Refunding Bonds were converted from a Weekly Mode (as defined in the 1998 Revenue Bond Indenture) to the LIBOR Index Rate Mode (as defined in the Twelfth Supplemental Indenture), Upon conversion, the 2008A Revenue Refunding Bonds were subject to mandatory tender for purchase and were directly purchased by Bank of America, N.A. ("B of A") pursuant to and in accordance with a Continuing Covenant Agreement, dated as of July 1, 2016, between the Authority and B of A. On the date of conversion, the letter of credit previously providing credit enhancement and liquidity for the 2008A Revenue Refunding Bonds was terminated.

While in the LIBOR Index Rate Mode, the 2008A Revenue Refunding Bonds bear interest at a LIBOR Index Rate (as defined in the Twelfth Supplemental Indenture) for which interest is reset on the first business day of each month. Such interest rate is calculated two (2) London Business Days preceding the first business day of each month as the then applicable LIBOR Index Rate (as defined in the Twelfth Supplemental Indenture).

Pursuant to the Continuing Covenant Agreement with B of A and the Twelfth Supplemental Indenture, the 2008A Revenue Refunding Bonds are subject to mandatory purchase by the Authority on July 15, 2020. If such 2008A Revenue Refunding Bonds are not purchased by the Authority on such date, the 2008A Revenue Refunding Bonds may, to the extent no event of default exists, remain held by B of A and subject to amortization payments from the Authority until the earlier of (i) three years from the mandatory purchase date, (ii) the date upon which such bonds are converted to an interest rate other than the Index rate, and (iii) the date on which such bonds are redeemed, repaid, prepaid or cancelled in accordance with the 1998 Revenue Bond Indenture. As of December 31, 2017, the 2008A Revenue Refunding Bonds were outstanding in the amount of $109,905.

Optional Redemption: While in the LIBOR Index Rate Mode, the 2008A Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations ($100,000 and any integral multiple of $5,000 in excess thereof), on any Business Day, at a redemption equal to the, principal amount thereof, plus, accrued interest, if any, to the redemption date; provided, however, that certain fees are payable to B of A (i) upon any optional redemption prior to July 1, 2017 and (ii) if B of A incurs any loss, cost or expense as a result of such redemption.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 81 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2008 Revenue Refunding Bonds (Continued):

2008A Revenue Refunding Bonds (Continued):

Sinking Fund Redemption: The 2008A Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2008A Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2008A Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2008A Revenue Refunding Bonds for each of the years set forth as follows:

Sinking Fund Installments Series A January 1 January 1

2018 $ 9,785 2022 $ 12,100 2019 10,315 2023 12,755 2020 10,880 2024 13,455 2021 11,475 2025 14,185 2026 14,955 $ 109,905

2008B Revenue Refunding Bonds: The 2008B Revenue Refunding Bonds are outstanding as Variable Rate Bonds in Weekly Mode as defined under the 1998 Revenue Bond Indenture. The 2008B Revenue Refunding Bonds are in the form of variable rate demand bonds (“VRDOs”) subject to purchase on the demand of the holder at a price equal to principal plus accrued interest on seven days’ notice and delivery to the Authority’s tender agent, TD Bank, N.A. The tender agent shall provide a copy of said notice to the applicable remarketing agent, who is authorized to use its best efforts to sell the repurchased bonds at a price equal to 100 percent of the principal plus accrued interest to the purchase date.

Under an irrevocable Direct Pay Letter of Credit (“LOC”) issued by TD Bank, N.A., the Trustee or the remarketing agent is entitled to draw an amount sufficient to pay the purchase price of the bonds delivered to it.

In November 2017, the Authority and TD Bank, N.A. executed documents extending the expiring TD Bank, N.A. LOC for a five-year term, at extremely attractive LOC facility fee rates. The Authority expects to achieve savings approaching $1.0 million during this five-year period.

The LOC with TD Bank, N.A. supporting the 2008B Revenue Refunding Bonds has a stated expiration date of December 31, 2022.

As of December 31, 2017, the 2008B Revenue Refunding Bonds were outstanding in the amount of $122,110.

Optional Redemption: While in the Weekly Mode, the 2008B Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations on any Business Day, at redemption price equal to the principal amount thereof, plus accrued interest, if any, to the Redemption Date.

82 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2008 Revenue Refunding Bonds (Continued):

2008B Revenue Refunding Bonds (Continued):

Sinking Fund Redemption: The 2008B Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2008B Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2008B Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2008B Revenue Refunding Bonds for each of the years set forth as follows:

Sinking Fund Installments Series B January 1 January 1

2018 $ 10,870 2022 $ 13,440 2019 11,465 2023 14,175 2020 12,090 2024 14,945 2021 12,745 2025 15,760 2026 16,620

$ 122,110

The 2008 Revenue Refunding Bonds outstanding at December 31, 2017 are as follows:

Series A Series B Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount 2026 Variable $ 109,905 2026 Variable $ 122,110 Total par value of 2008 Revenue Refunding Bonds $ 232,015

Interest Rate Mode: Weekly Rate Determination Date: Generally each Wednesday Interest Rate Payment Dates: First Business day of each month Rate in Effect at December 31, 2017: Series A - 1.56805540%; Series B - 1.800%

2010 Revenue Refunding Bonds: On March 31, 2010, the Authority issued $350,000 in Revenue Refunding Bonds (the “2010 Revenue Refunding Bonds”). The 2010 Revenue Refunding Bonds were issued to provide funds, together with other available funds, to (i) currently refund $349,360 aggregate principal amount of the Authority’s outstanding Revenue Bonds, Series of 1999, (ii) fund any required deposit to the 1998 Debt Service Reserve Fund, and (iii) pay the costs of issuance of the 2010 Revenue Refunding Bonds.

The 2010 Revenue Refunding Bonds were issued pursuant to the 1998 Revenue Bond Indenture.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 83 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2010 Revenue Refunding Bonds (Continued): The 2010 Revenue Refunding Bonds, together with all other indebtedness outstanding under the 1998 Revenue Bond Indenture and any parity obligations hereafter issued under the 1998 Revenue Bond Indenture, are equally and ratably payable solely from and secured by a lien on and security interest in (i) the Net Revenues described herein, (ii) all moneys, instruments and securities at any time and held by the Authority or the Trustee in any Fund created or established under the 1998 Revenue Bond Indenture and (iii) the proceeds of all the foregoing, except for the moneys, instruments and securities held in the 1998 General Fund and the 1998 Rebate Fund.

The 2010 Revenue Refunding Bonds are delineated into the following four (4) subseries including the 2010A-1 Revenue Refunding Bonds, the 2010A-2 Revenue Refunding Bonds, the 2010B Revenue Refunding Bonds and the 2010C Revenue Refunding Bonds (hereinafter defined):

2010A-1 Revenue Refunding Bonds: The 2010A-1 Revenue Refunding Bonds are outstanding as Variable Rate Bonds in an Index Rate Mode (as defined under the 1998 Revenue Bond Indenture). In particular, on July 15, 2016, the 2010A-1 Revenue Refunding Bonds were converted from a Weekly Mode (as defined in the 1998 Revenue Bond Indenture) to the LIBOR Index Rate Mode (as defined in the Eleventh Supplemental Indenture). Upon conversion, the 2010A-1 Revenue Refunding Bonds were subject to mandatory tender for purchase and were directly purchased by B of A pursuant to and in accordance with a Continuing Covenant Agreement, dated as of July 1, 2016, between the Authority and B of A. On the date of conversion, the letter of credit previously providing credit enhancement and liquidity for the 2010A-1 Revenue Refunding Bonds was terminated.

While in the LIBOR Index Rate Mode, the 2010A-1 Revenue Refunding Bonds bear interest at a LIBOR Index Rate (as defined in the Eleventh Supplemental Indenture) for which interest is reset on the first business day of each month. Such interest rate is calculated two (2) London Business Days preceding the first business day of each month as the then applicable LIBOR Index Rate (as defined in the Eleventh Supplemental Indenture).

Pursuant to the Continuing Covenant Agreement with B of A and the Eleventh Supplemental Indenture, the 2010A-1 Revenue Refunding Bonds are subject to mandatory purchase by the Authority on July 15, 2020. If such 2010A-1 Revenue Refunding Bonds are not purchased by the Authority on such date, the 2010A-1 Revenue Refunding Bonds may, to the extent no event of default exists, remain held by B of A and subject to amortization payments from the Authority until the earlier of (i) three years from the mandatory purchase date, (ii) the date upon which such bonds are converted to an interest rate other than the Index rate, and (iii) the date on which such bonds are redeemed, repaid, prepaid or cancelled in accordance with the 1998 Revenue Bond Indenture.

As of December 31, 2017, the 2010A-1 Revenue Refunding Bonds were outstanding in the amount of $56,195.

Optional Redemption: While in the LIBOR Index Rate Mode, the 2010A-1 Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations ($100,000 and any integral multiple of $5,000 in excess thereof), on any Business Day, at a redemption equal to the, principal amount thereof, plus, accrued interest, if any, to the redemption date; provided, however, that certain fees are payable to B of A (i) upon any optional redemption prior to July 1, 2017 and (ii) if B of A incurs any loss, cost or expense as a result of such redemption.

84 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2010 Revenue Refunding Bonds (Continued):

2010A-1 Revenue Refunding Bonds (Continued):

Sinking Fund Redemption: The 2010A-1 Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2010A-1 Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2010A-1 Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010A-1 Revenue Refunding Bonds for each of the years set forth as follows:

Sinking Fund Installments Series A-1 January 1 January 1

2018 $ 4,890 2022 $ 6,175 2019 5,185 2023 6,545 2020 5,500 2024 6,935 2021 5,830 2025 7,350 2026 7,785

$ 56,195

2010A-2 Revenue Refunding Bonds: The 2010A-2 Revenue Refunding Bonds are outstanding as Variable Rate Bonds in an Index Rate Mode (as defined under the 1998 Revenue Bond Indenture). In particular, on July 15, 2016, the 2010A-2 Revenue Refunding Bonds were converted from a Weekly Mode (as defined in the 1998 Revenue Bond Indenture) to the LIBOR Index Rate Mode (as defined in the Eleventh Supplemental Indenture). Upon conversion, the 2010A-2 Revenue Refunding Bonds were subject to mandatory tender for purchase and were directly purchased by TD Bank, N.A. (“TD”) pursuant to and in accordance with a Continuing Covenant Agreement, dated as of July 1, 2016, between the Authority and TD. On the date of conversion, the letter of credit previously providing credit enhancement and liquidity for the 2010A-2 Revenue Refunding Bonds was terminated.

While in the LIBOR Index Rate Mode, the 2010A-2 Revenue Refunding Bonds bear interest at a LIBOR Index Rate (as defined in the Eleventh Supplemental Indenture) for which interest is reset on the first business day of each month. Such interest rate is calculated two (2) London Business Days preceding the first business day of each month as the then applicable LIBOR Index Rate (as defined in the Eleventh Supplemental Indenture).

Pursuant to the Continuing Covenant Agreement with TD and the Eleventh Supplemental Indenture, the 2010A-2 Revenue Refunding Bonds are subject to mandatory purchase by the Authority on July 15, 2021. If such 2010A-2 Revenue Refunding Bonds are not purchased by the Authority on such date, the 2010A-2 Revenue Refunding Bonds may, to the extent no event of default exists, remain held by TD and subject to amortization payments from the Authority until the earlier of (i) three years from the mandatory purchase date, (ii) the date upon which such bonds are converted to an interest rate other than the Index rate, and (iii) the date on which such bonds are redeemed, repaid, prepaid or cancelled in accordance with the 1998 Revenue Bond Indenture.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 85 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2010 Revenue Refunding Bonds (Continued):

2010A-2 Revenue Refunding Bonds (Continued): As of December 31, 2017, the 2010A-2 Revenue Refunding Bonds were outstanding in the amount of $60,720.

Optional Redemption: While in the LIBOR Index Rate Mode, the 2010A-2 Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations ($100,000 and any integral multiple of $5,000 in excess thereof), on any Business Day, at a redemption equal to the, principal amount thereof, plus, accrued interest, if any, to the redemption date; provided, however, that certain fees are payable to TD (i) upon any optional redemption prior to July 1, 2017 and (ii) if TD incurs any loss, cost or expense as a result of such redemption.

Sinking Fund Redemption: The 2010A-2 Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2010A-2 Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2010A-2 Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010A-2 Revenue Refunding Bonds for each of the years set forth as follows:

Sinking Fund Installments Series A-2 January 1 January 1

2018 $ 5,390 2022 $ 6,680 2019 5,690 2023 7,050 2020 6,000 2024 7,440 2021 6,330 2025 7,850 2026 8,290

$ 60,720

2010B Revenue Refunding Bonds: The 2010B Revenue Refunding Bonds are outstanding as Variable Rate Bonds in Weekly Mode as defined under the 1998 Revenue Bond Indenture. The 2010B Revenue Refunding Bonds are in the form of VRDOs subject to purchase on the demand of the holder at a price equal to principal plus accrued interest on seven days’ notice and delivery to the Authority’s tender agent, TD Bank, N.A. The tender agent shall provide a copy of said notice to the applicable remarketing agent, who is authorized to use its best efforts to sell the repurchased bonds at a price equal to 100 percent of the principal plus accrued interest to the purchase date.

Under an irrevocable Direct Pay Letter of Credit (“LOC”) issued by Barclays, the Trustee or the remarketing agent is entitled to draw an amount sufficient to pay the purchase price of the bonds delivered to it. The LOC with Barclays supporting the 2010B Revenue Refunding Bonds has a stated expiration date of March 20, 2018 (see Note 19 – Subsequent Events).

86 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2010 Revenue Refunding Bonds (Continued):

2010B Revenue Refunding Bonds (Continued): As of December 31, 2017, the 2010B Revenue Refunding Bonds were outstanding in the amount of $116,915.

Optional Redemption: While in the Weekly Mode, the 2010B Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations on any Business Day, at redemption price equal to the principal amount thereof, plus accrued interest, if any, to the Redemption Date.

Sinking Fund Redemption: The 2010B Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2010B Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2010B Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010B Revenue Refunding Bonds for each of the years set forth as follows:

Sinking Fund Installments Series B January 1 January 1

2018 $ 10,280 2022 $ 12,860 2019 10,875 2023 13,595 2020 11,500 2024 14,375 2021 12,160 2025 15,200 2026 16,070

$ 116,915

2010C Revenue Refunding Bonds: The 2010C Revenue Refunding Bonds are outstanding as Variable Rate Bonds in an Index Rate Mode (as defined under the 1998 Revenue Bond Indenture). In particular, on June 9, 2016, the 2010C Revenue Refunding Bonds were converted from a Weekly Mode (as defined in the 1998 Revenue Bond Indenture) to the LIBOR Index Rate Mode (as defined in the Tenth Supplemental Indenture). Upon conversion, the 2010C Revenue Refunding Bonds were subject to mandatory tender for purchase and were directly purchased by Wells Fargo Bank, N.A. (“Wells”) pursuant to and in accordance with a Continuing Covenant Agreement, dated as of July 1, 2016, between the Authority and Wells. On the date of conversion, the letter of credit previously providing credit enhancement and liquidity for the 2010C Revenue Refunding Bonds was terminated.

While in the LIBOR Index Rate Mode, the 2010C Revenue Refunding Bonds bear interest at a LIBOR Index Rate (as defined in the Tenth Supplemental Indenture) for which interest is reset on the first business day of each month. Such interest rate is calculated two (2) London Business Days preceding the first business day of each month as the then applicable LIBOR Index Rate (as defined in the Tenth Supplemental Indenture).

Pursuant to the Continuing Covenant Agreement with Wells and the Tenth Supplemental Indenture, the 2010C Revenue Refunding Bonds are subject to mandatory purchase by the Authority on June 9, 2021.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 87 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2010 Revenue Refunding Bonds (Continued):

2010C Revenue Refunding Bonds (Continued): If such 2010C Revenue Refunding Bonds are not purchased by the Authority on such date, the 2010C Revenue Refunding Bonds may, to the extent no event of default exists, remain held by Wells and subject to amortization payments from the Authority until the earlier of (i) three years from the mandatory purchase date, (ii) the date upon which such bonds are converted to an interest rate other than the Index rate, and (iii) the date on which such bonds are redeemed, repaid, prepaid or cancelled in accordance with the 1998 Revenue Bond Indenture.

As of December 31, 2017, the 2010C Revenue Refunding Bonds were outstanding in the amount of $38,965.

Optional Redemption: While in the LIBOR Index Rate Mode, the 2010C Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations ($100,000 and any integral multiple of $5,000 in excess thereof), on any Business Day, at a redemption equal to the, principal amount thereof, plus, accrued interest, if any, to the redemption date; provided, however, that certain fees are payable to Wells (i) upon any optional redemption prior to July 1, 2017 and (ii) if Wells incurs any loss, cost or expense as a result of such redemption.

Sinking Fund Redemption: The 2010C Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2010C Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2010C Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010C Revenue Refunding Bonds for each of the years set forth as follows:

Sinking Fund Installments Series C January 1 January 1

2018 $ 3,430 2022 $ 4,285 2019 3,625 2023 4,530 2020 3,830 2024 4,790 2021 4,055 2025 5,065 2026 5,355

$ 38,965

The 2010 Revenue Refunding Bonds outstanding at December 31, 2017 were as follows:

Maturity Date Interest Principal (January 1) Rate/Yield Amount Series A 2026 Variable $ 116,915 Series B 2026 Variable 116,915 Series C 2026 Variable 38,965 Total par value of 2010 Revenue Refunding Bonds $ 272,795

Interest Rate Mode: Weekly Rate Determination Date: Generally each Wednesday Rate in Effect at December 31, 2017: Series A-1 - 1.56806%; Series A-2 - 1.65248%; Series B - 1.740%; Series C - 1.60249%

88 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2010 Revenue Refunding Bonds (Continued):

The 2010 Revenue Refunding Bonds sinking fund installments outstanding at December 31, 2017 are as follows:

Sinking Fund Installments January 1 Series A Series B Series C Total 2018 $ 10,280 $ 10,280 $ 3,430 $ 23,990 2019 10,875 10,875 3,625 25,375 2020 11,500 11,500 3,830 26,830 2021 12,160 12,160 4,055 28,375 2022 12,855 12,860 4,285 30,000 2023 13,595 13,595 4,530 31,720 2024 14,375 14,375 4,790 33,540 2025 15,200 15,200 5,065 35,465 2026 16,075 16,070 5,355 37,500 $ 116,915 $ 116,915 $ 38,965 $ 272,795

2010 Revenue Bonds: On July 15, 2010, the Authority issued $308,375 in Revenue Bonds, Series D of 2010 (the “2010 Revenue Bonds”). The 2010 Revenue Bonds were issued by means of a book-entry- only system evidencing ownership and transfer of 2010 Revenue Bonds on the records of The Depository Trust Company, New York, New York (“DTC”), and its participants. Interest on the 2010 Revenue Bonds will be payable semi-annually on January 1 and July 1 of each year commencing January 1, 2011 (each an “Interest Payment Date”).

The 2010 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust, dated as of July 1, 1998, by and between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to Commerce Bank, N.A. (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of July 1, 1998, a Second Supplemental Indenture, dated as of August 15, 1998, a Third Supplemental Indenture, dated as of December 1, 1999, a Fourth Supplemental Indenture, dated as of October 1, 2007, a Fifth Supplemental Indenture, dated as of July 15, 2008, a Sixth Supplemental Indenture, dated as of March 15, 2010, and a Seventh Supplemental Indenture, dated as of July 1, 2010 (collectively, the “1998 Revenue Bond Indenture”).

The 2010 Revenue Bonds were issued for the purpose of: (i) financing a portion of the costs of the Authority’s approved Capital Improvement Program; (ii) funding the Debt Service Reserve Requirement for the 2010 Revenue Bonds; and (iii) paying the costs of issuance of the 2010 Revenue Bonds (Series D). (Note: As per its 2008 Reimbursement Resolution, upon issuance of the 2010 Revenue Bonds, the Authority reimbursed its General Fund, for approximately $100 million, for prior capital expenditures made during the period October 2008 through July 2010).

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 89 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2010 Revenue Bonds (Continued): The 2010 Revenue Bonds are limited obligations of the Authority and are payable solely from the sources referred to in the 2010 Revenue Bonds and the 1998 Revenue Bond Indenture. Neither the credit nor the taxing power of the Commonwealth of Pennsylvania (the “Commonwealth”) or the State of New Jersey (the “State”) or of any county, city, borough, village, township or other municipality of the Commonwealth or the State is or shall be pledged for the payment of the principal, redemption premium, if any, or interest on the 2010 Revenue Bonds. The 2010 Revenue Bonds are not and shall not be deemed to be a debt or liability of the Commonwealth or the State or of any such county, city, borough, village, township or other municipality, and neither the Commonwealth nor the State nor any such county, city, borough, village, township or other municipality is or shall be liable for the payment of such principal or, redemption premium, or interest. The Authority has no taxing power.

Mandatory Sinking Fund Redemption: The 2010 Revenue Bonds maturing January 1, 2035 and January 1, 2040 are subject to mandatory redemption prior to maturity by the Authority, in part, on January 1 of each year in the respective principal amounts set forth below at 100% of the principal amount thereof, plus accrued interest to the Redemption Date from sinking fund installments which are required to be paid in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010 Revenue Bonds specified for each of the years set forth below. Payment of principal and interest on the 2010 Revenue Bonds (the “2010 Insured Bonds”), in the principal amount of $60,000 maturing January 1, 2040 is guaranteed under an insurance policy issued by Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance, Inc.).

The 2010 Revenue Bonds outstanding at December 31, 2017 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount Serial Bonds 2027 5.00% $ 3,465 2028 5.00% 17,210 2029 5.00% 18,070 2030 5.00% 18,975 57,720 Term Bonds 2031 5.00% $ 16,245 2036 5.00% 14,575 2031 5.05% 3,675 2036 5.00% 10,860 2032 5.00% 17,055 2037 5.00% 15,310 2032 5.05% 3,865 2037 5.00% 11,400 2033 5.00% 17,905 2038 5.00% 16,075 2033 5.05% 4,060 2038 5.00% 11,970 2034 5.00% 18,810 2039 5.00% 16,875 2034 5.05% 4,260 2039 5.00% 12,570 2035 5.00% 19,750 2040 5.00% 17,720 2035 5.05% 4,475 2040 5.00% 13,200 250,655

Total par value of 2010 Revenue Bonds 308,375 Less: unamortized bond discount (419) Total 2010 Revenue Bonds, net $ 307,956

90 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2010 Revenue Bonds (Continued):

Optional Redemption: The 2010 Revenue Bonds are subject to redemption at the option of the Authority, prior to maturity, in whole or in part (and if in part, in such order of maturity or within a maturity as the Authority shall specify, or if the Authority shall fail to specify, by lot or by such other method as the Paying Agent determines to be fair and reasonable and in any principal amount in Authorized Denominations) at any time on or after January 1, 2020. Any such redemption shall be made at a redemption price equal to 100% of the principal amount of the 2010 Bonds to be redeemed, plus accrued interest to the Redemption Date.

2012 Port District Project Refunding Bonds: On December 20, 2012, the Authority issued $153,030 in Port District Project Refunding Bonds, Series 2012. The Port District Project Refunding Bonds, Series 2012 (the “2012 Bonds”) were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust (the "Indenture") dated as of December 1, 2012, between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as trustee (the "Trustee").

The 2012 Bonds were issued to (i) refund and redeem all of the outstanding principal balance of and interest accrued on the Authority's outstanding Port District Project Bonds, Series B of 1998, (the "1998 Refunded Bonds"), Port District Project Bonds, Series B of 1999 (the "1999 Refunded Bonds"), and Port District Project Bonds, Series A of 2001 (the "2001 Refunded Bonds").

The refunding resulted in a loss (difference between the reacquisition price and the net carrying amount of the old debt) of $7,000. This difference, reported in the accompanying combined financial statements as a deferred outflow of resources, is being charged to operations through the year 2025 using the effective interest method.

The 2012 Bonds are general corporate obligations of the Authority. The 2012 Bonds are not secured by a lien or charge on, or pledge of, any revenues or other assets of the Authority other than the moneys, if any, on deposit from time to time in the Funds established under the Indenture, except for the Rebate Fund. No tolls, rents, rates or other charges are pledged for the benefit of the 2012 Bonds. The 2012 Bonds are equally and ratably secured by the monies, if any, on deposit in the Funds established under Indenture, except for the Rebate Fund. The 2012 Bonds are payable from such Funds and from other monies of the Authority legally available therefore.

Redemption Provisions:

Optional Redemption: The 2012 Bonds maturing on or after January 1, 2024 are subject to redemption prior to maturity at the option of the Authority on or after January 1, 2023, in whole at any time, or in part at any time and from time to time, in any order of maturity specified by the Authority and within a maturity as selected by the Trustee as provided in the Indenture and as summarized below under the subheading “Redemption Provisions - Selection of 2012 Bonds to be Redeemed.” Any such redemption shall be made at a redemption price equal to the principal amount of the Bonds to be redeemed, plus interest accrued to the date fixed for redemption.

Payment of Redemption Price: Notice of redemption having been given in the manner provided in the Indenture, or written waivers of notice having been filed with the Trustee prior to the date set for redemption, the 2012 Bonds (or portions thereof) so called for redemption shall become due and payable on the redemption date so designated and interest on such 2012 Bonds (or portions thereof) shall cease to accrue from the redemption date whether or not such Bonds shall be presented for payment. The principal amount of all 2012 Bonds so called for redemption, together with the redemption premium, if any, payable with respect thereto and accrued and unpaid interest thereon to the date of redemption, shall be paid (upon presentation and surrender of such 2012 Bonds) by the Paying Agent out of the appropriate Fund or other funds deposited for the purpose.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 91 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2012 Port District Project Refunding Bonds (Continued):

Redemption Provisions (Continued):

Selection of 2012 Bonds to be Redeemed: If less than all of the 2012 Bonds are to be redeemed and paid prior to maturity, 2012 Bonds registered in the name of the Authority shall be redeemed before other 2012 Bonds are redeemed. Thereafter, the portion of 2012 Bonds to be redeemed shall be selected by the Authority, or if no such selection is made, by lot by the Trustee from among all outstanding 2012 Bonds eligible for redemption.

In the case of a partial redemption of 2012 Bonds when 2012 Bonds of denominations greater than the minimum Authorized Denomination are outstanding, then for all purposes in connection with such redemption, each principal amount equal to the minimum authorized denomination shall be treated as though it were a separate 2012 Bond for purposes of selecting the 2012 Bonds to be redeemed, provided that no 2012 Bonds shall be redeemed in part if the principal amount to be outstanding following such partial redemption is not an authorized denomination.

The 2012 Port District Project Refunding Bonds outstanding at December 31, 2017 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount 2018 2.00% $ 225 2023 3.00% $ 240 2018 5.00% 6,425 2023 5.00% 14,545 2019 5.00% 6,975 2024 5.00% 15,520 2020 5.00% 7,320 2025 5.00% 16,300 2021 5.00% 12,350 2026 5.00% 17,115 2022 5.00% 14,085 2027 5.00% 17,975

Total par value of 2012 Port District Project Refunding Bonds 129,075 Add: unamortized bond premium 11,071

Total 2012 Port District Project Refunding Bonds, net $ 140,146

2013 Revenue Bonds: On December 18, 2013, the Delaware River Port Authority issued its Revenue Bonds, Series of 2013 in the aggregate principal amount of $476,585. The 2013 Revenue Bonds were issued by means of a book-entry-only system evidencing ownership and transfer of 2013 Revenue Bonds on the records of The Depository Trust Company, New York, New York (“DTC”), and its participants. Interest on the 2013 Revenue Bonds will be payable semi-annually on January 1 and July 1 of each year commencing July 1, 2014 (each an “Interest Payment Date”).

The 2013 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust, dated as of July 1, 1998, by and between the Authority and TD Bank, National Association (N.A.), Cherry Hill, New Jersey, as successor to Commerce Bank, National Association (N.A.), as trustee (the “Trustee”), as heretofore supplemented from time to time, including as supplemented by a Ninth Supplemental Indenture, dated as of December 1, 2013 (collectively, the “1998 Revenue Bond Indenture”). The 2013 Revenue Bonds are being issued for the purpose of: (i) financing a portion of the costs of the Authority’s approved capital improvement program; (ii) funding a deposit to the 1998 Debt Service Reserve Fund established under and as specifically defined in the 1998 Revenue Bond Indenture; and (iii) paying the costs of issuance of the 2013 Revenue Bonds.

92 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2013 Revenue Bonds (Continued): The 2013 Revenue Bonds are limited obligations of the Authority and are payable solely from the sources referred to in the 2013 Revenue Bonds and the 1998 Revenue Bond Indenture. Neither the credit nor the taxing power of the Commonwealth of Pennsylvania (the “Commonwealth”) or the State of New Jersey (the “State”) or of any county, city, borough, village, township or other municipality of the Commonwealth or the State is or shall be pledged for the payment of the principal, redemption premium, if any, or interest on the 2013 Revenue Bonds. The 2013 Revenue Bonds are not and shall not be deemed to be a debt or liability of the Commonwealth or the State or of any such county, city, borough, village, township or other municipality, and neither the Commonwealth nor the State nor any such county, city, borough, village, township or other municipality is or shall be liable for the payment of such principal, redemption premium, or interest. The Authority has no taxing power.

The 2013 Revenue Bonds outstanding at December 31, 2017 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount 2027 5.000% $ 23,560 2034 4.625% $ 810 2027 4.125% 845 2035 5.000% 34,870 2028 5.000% 25,615 2035 4.750% 1,000 2029 5.000% 26,895 2036 5.000% 36,660 2030 5.000% 28,070 2036 4.750% 1,000 2030 4.500% 170 2037 5.000% 38,540 2031 5.000% 29,650 2037 4.750% 1,000 2032 4.500% 31,135 2038 5.000% 41,515 2033 5.000% 32,535 2039 5.000% 43,590 2034 5.000% 33,355 2040 5.000% 45,770 Total par value of 2013 Revenue Bonds 476,585 Add: unamortized bond premium 9,504 Total 2013 Revenue Bonds, net $ 486,089

Optional Redemption: The 2013 Revenue Bonds are subject to redemption at the option of the Authority, prior to maturity, in whole or in part (and if in part, in such order of maturity or within a maturity as the Authority shall specify, or if the Authority shall fail to specify, by lot or by such other method as the Paying Agent determines to be fair and reasonable and in any principal amount in Authorized Denominations), at any time on or after January 1, 2024. Any such redemption shall be made at a redemption price equal to 100% of the principal amount of the 2013 Revenue Bonds to be redeemed, plus accrued interest to the Redemption Date.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 93 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

Maturities of Principal and Interest on Bonds: The following presents the principal and interest due on all bonds outstanding as of December 31, 2017 (assuming the letter of credit agreements and bank loan purchase agreements, with respect to the variable rate 2008 and 2010 Revenue Refunding Bonds are renewed over the term of the bonds and the bonds are remarketed):

Years Ending December 31, Principal Interest * Total 2018 $ 55,865 $ 54,486 $ 110,351 2019 59,050 53,017 112,067 2020 62,415 51,457 113,872 2021 65,980 49,865 115,845 2022 69,625 48,258 117,883 2023-2027 364,640 214,179 578,819 2028-2032 236,630 160,139 396,769 2033-2037 301,175 93,915 395,090 2038-2040 219,285 16,803 236,088 1,434,665 $ 742,119 $ 2,176,784 Net unamortized bond discounts and premiums 20,156 $ 1,454,821

______* does not include the net swap payments on the Authority’s hedged variable rate bonds (Note 4)

The interest on LOC-backed variable rate debt and the LIBOR-indexed direct bank purchase loans is computed using the interest rate effective at December 31, 2017. The interest rates on the Authority’s variable rate debt are set by the remarketing agent and are reset weekly. Interest rates on the direct bank purchase loan change monthly based on changes in LIBOR.

Interest on all of the Authority’s fixed rate debt (revenue bonds and port district project bonds issued in 1999, 2010, 2012, and 2013) is payable semi-annually on January 1 and July 1 in each year. Interest on the 2008 and 2010 Revenue Refunding Bonds is payable monthly on the first business day of each month. The Authority is current on all of its monthly debt service payments on all obligations.

Debt Authorized but not Issued: At its August 2013 meeting, the Authority’s Board authorized the issuance, sale and delivery of up to $550,000 in taxable or tax-exempt fixed rate bonds, to fund the 5- year 2013 Capital Plan (DRPA-13-094). This resolution rescinded and repealed all prior resolutions (DRPA-09-064 and DRPA-13-030) and any prior inconsistent resolutions. In December 2013, the Authority issued $476,600 in fixed rate bonds (the 2013 Revenue Bonds) based on this resolution.

Resolution 16-055, approved by the Board at its April 20, 2016 meeting, authorized the Authority to issue up to $400 million in “fixed or variable rate refunding bonds by direct placement or private purchase”, in order to purchase or refund, all, or a portion of, the existing variable rate bonds (2008 and 2010 revenue refunding bonds).

At its September 21, 2016 meeting, the Authority’s Board authorized the Authority (via DRPA-16-098) to issue Revenue Refunding Bonds “in an aggregate principal amount not to exceed $960.0 million “to advance refund and redeem all or a portion of the outstanding” 2010 D and 2013 Revenue Bonds, “to effect interest cost savings for the Authority, and, to the extent deemed economically advantageous and fiscally prudent, amend, replace or terminate any or all of the Authority’s outstanding Interest Rate Swap Agreements.” Resolution DRPA-16-098 also authorizes, the Authority to refund outstanding Variable Rate Revenue Bonds associated with the Inter Rate Swap Agreements, if deemed advantageous and prudent based on market and other factors. (The “Swap Refunding Bonds, if issued shall be issued as fixed rate bonds in an aggregate principal amount”, not to exceed $600.0 million.)

94 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

Debt Authorized but not Issued (Continued): As of December 31, 2017, approximately $2,033 billion remains as authorized, but not issued. These authorizations provide flexibility for the Authority to engage in the aforementioned transactions, under the right conditions, but these authorizations do not obligate the Authority to execute any of the aforementioned transactions (see Note 19: “Subsequent Events”).

(Note: While Resolution 16-055 authorizes a debt issuance, the new tax law passed by Congress in December 2017 has prohibited “advance refunding” transactions. Therefore, the debt authorization provided by Resolution 16-055 cannot be effectuated.)

Bond Ratings:

Moody’s Investors Service Bond Ratings (Moody’s): Concurrent with the issuance of the $153,030 in Port District Project Refunding Bonds, on November 30, 2012, Moody’s affirmed the ratings on all Authority Revenue and Port District Project Bonds; however, the outlook improved from “negative” to “stable” on all bonds. (This represented the first change in Moody’s ratings since it had assigned a “negative” outlook on all the Authority’s bonds in March of 2010).

Concurrent with the Authority’s issuance of the $476,600 in new revenue bonds, in its report dated November 22, 2013, Moody’s assigned a rating of “A3” to the 2013 Revenue Bonds, and affirmed its existing ratings on all Authority bonds (revenue bonds at “A3”, port district bonds at “Baa3”). The outlook remained at “stable” for all bonds. On December 11, 2015, Moody’s affirmed its ratings on all Authority bonds.

In its report dated October 31, 2017, Moody’s upgraded its bond ratings on all Authority outstanding bonds. The revenue bonds were upgraded from ‘A3’ to ‘A2’ and the port district project bonds were upgraded from ‘Baa3’ to ‘Baa2,’ all bonds being assigned a “stable outlook.” This is the first Moody’s upgrade of the Authority’s bonds in over a decade.

In its report, Moody’s cited a number of core strengths of the Authority including: ”positive traffic momentum,” “a strong liquidity profile,” ”a manageable capital program and, “no-near term debt needs until 2021”, all key factors supporting the ratings increases.

As of December 31, 2017, these ratings and outlook remain in place.

Standard & Poor’s Ratings Services Bond Ratings (S&P): Concurrent with the issuance of $153,030 in Port District Project Refunding Bonds, on November 30, 2012, S&P affirmed the ratings on all Authority Revenue and Port District Project Bonds; however, the outlook improved from “stable” to “positive” on all bonds. (This represented the first change in S&P’s ratings outlook since it had assigned a “stable” outlook on all the Authority’s bonds since July 2009). Concurrent with the Authority’s issuance of $476,600 in new revenue bonds, in its report dated November 27, 2013, S&P assigned a rating of “A” on the new series, and upgraded the Authority’s ratings on both its revenue and refunding bonds (from “A-“ to “A”) and on its port district project bonds (from “BBB-“ to “BBB”). The outlook was “stable” for all Authority bonds.

On December 23, 2014, S&P reaffirmed the Authority’s ratings for all of its Revenue/ Revenue Refunding and Port District Project bonds, at “A” and “BBB,” respectively, with a stable outlook.

On April 21, 2016, S&P issued a bond ratings report on the Authority’s debt, using its new joint ratings criteria, wherein the Authority’s Port District Project (PDP) Bonds were upgraded from “BBB” to “A-“ (with stable outlook) and the Revenue Bonds were affirmed at “A”, with a stable outlook. S&P cited the Authority’s historical performance against budget, its strong financial stability and liquidity (including its capital “pay-go” fund), and its affordable 5-year capital plan of $728.2 million, as underlying strengths supporting its ratings actions.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 95 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

Bond Ratings (Continued):

Standard & Poor’s Ratings Services Bond Ratings (S&P) (Continued): In its report dated August 1, 2017, S&P reaffirmed the Authority’s ratings on both its revenue and port district project bonds. The report cited “historically strong liquidity levels, ““DRPA’s long history of stable transaction and revenue growth,” “the maintenance of good debt service coverage, and “conservative” capital and operating budgets.

As of December 31, 2017, the Authority’s ratings remain unchanged at “A” (Revenue Bonds) and “A-” (Port District Project Bonds), with a “stable outlook”.

Ratings on Jointly Supported Transactions, 2008 Revenue Refunding Bonds: Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”), initially assigned their municipal bond ratings to the 2008 Revenue Refunding Bonds based upon the understanding that upon delivery of the 2008A Revenue Refunding Bonds or 2008B Revenue Refunding Bonds, the respective LOC securing the payment when due of the principal of, or purchase price of 2008A Revenue Refunding Bonds or 2008B Revenue Refunding Bonds tendered for purchase and not otherwise remarketed and interest on the 2008A Revenue Refunding Bonds or 2008B Revenue Refunding Bonds will be delivered by Bank of America, N.A. and TD Bank, N.A., respectively.

The long-term ratings assigned by Moody’s and S&P reflect each organization’s approach to rating jointly supported transactions and are based upon the Direct Pay Letter of Credit provided by Bank of America, N.A. for the 2008A Revenue Refunding Bonds and TD Bank, N.A. for the 2008B Revenue Refunding Bonds. Since a loss to a bondholder of a 2008A Revenue Refunding Bond or a 2008B Revenue Refunding Bond would occur only if both the bank providing the applicable LOC and the Authority default in payment, Moody’s and S&P have assigned a long-term rating to the 2008 Revenue Refunding Bonds based upon the joint probability of default by both applicable parties.

Set forth in the following chart are the jointly supported long-term and short-term ratings on the 2008 Revenue Refunding Bonds as of December 31, 2017.

Long-term Short-term

2008 A Revenue Refunding Bonds Moody's Not Rated Not Rated S&P Not Rated Not Rated

2008B Revenue Refunding Bonds Moody's Aa2 VMIG 1 S&P AA+ A-1+

No provider of a letter of credit is obligated to maintain its present or any other credit rating and shall have no liability if any such credit rating is lowered, withdrawn, or suspended

Ratings on Jointly Supported Transactions, 2010 Revenue Refunding Bonds: Moody’s and S&P, initially assigned their municipal bond ratings to the 2010 Revenue Refunding Bonds based upon the understanding that upon delivery of the 2010A Revenue Refunding Bonds, the 2010B Revenue Refunding Bonds or the 2010C Revenue Refunding Bonds, the respective LOC securing the payment when due of the principal of, or purchase price of the 2010A Revenue Refunding Bonds, the 2010B Revenue Refunding Bonds or the 2010C Revenue Refunding Bonds tendered for purchase and not otherwise remarketed and interest on the 2010A Revenue Refunding Bonds, the 2010B Revenue Refunding Bonds or the 2010C Revenue Refunding Bonds would be delivered by JPMorgan Chase Bank, N.A., Bank of America, N.A. and PNC Bank, N.A. respectively.

96 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

Bond Ratings (Continued):

Ratings on Jointly Supported Transactions, 2010 Revenue Refunding Bonds (Continued): In 2013, the existing Direct Pay Letters of Credit provided by JPMorgan Chase Bank, N.A., Bank of America, N.A. and PNC Bank, N.A. were replaced with Direct Pay Letters of Credit provided by Royal Bank of Canada, Barclays Bank PLC and The Bank of New York Mellon, respectively.

The long-term ratings assigned by Moody’s and S&P reflect each organization’s approach to rating jointly supported transactions and are based upon the Direct Pay Letters of Credit provided by Royal Bank of Canada for the 2010A Revenue Refunding Bonds, Barclays Bank PLC for the 2010B Revenue Refunding Bonds and The Bank of New York Mellon for the 2010C Revenue Refunding Bonds. Since a loss to a bondholder of a 2010A Revenue Refunding Bond, a 2010B Revenue Refunding Bond or a 2010C Revenue Refunding Bond would occur only if both the bank providing the applicable LOC and the Authority default in payment, Moody’s and S&P have assigned a long-term rating to the 2010 Revenue Refunding Bonds based upon the joint probability of default by both applicable parties.

Set forth in the following chart are the jointly supported long term and short-term ratings on the 2010 Revenue Refunding Bonds as of December 31, 2017:

Long-term Short-term

2010A-1 Revenue Refunding Bonds Moody's Not Rated Not Rated (Bank Purchase Bonds) S&P Not Rated Not Rated

2010A-2 Revenue Refunding Bonds Moody's Not Rated Not Rated (Bank Purchase Bonds) S&P Not Rated Not Rated

2010B Revenue Refunding Bonds Moody's Aa3 VMIG 1 S&P AA A-1

2010C Revenue Refunding Bonds Moody's Not Rated Not Rated (Bank Purchase Bonds) S&P Not Rated Not Rated

No provider of a LOC is obligated to maintain its present or any other credit rating and shall have no liability if any such credit rating is lowered, withdrawn, or suspended.

Note 13. Government Contributions for Capital Improvements, Additions and Other Projects

The Authority receives contributions in aid for financing capital improvements to the rapid transit system from the Federal Transit Administration and other government agencies. Capital improvement grant funds of $7,557 and $2,237 were received in 2017 and 2016, respectively. The Authority receives federal and state grants for specific construction purposes that are subject to review and audit by the grantor agencies. Although such audits could result in disallowances under terms of the grants, it is the opinion of management that any required reimbursements will not be material to the Authority’s net position.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 97 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 14. Contingencies

Public liability claim exposures are self-insured by the Authority within its self-insured retention limit of $5 million for each occurrence, after which, exists a claims-made excess liability policy with a limit of $25 million per occurrence, in the aggregate, to respond to any large losses exceeding the self-retention.

The following is a summary of the claims and judgments liability of the Authority for the years ended December 31, 2017 and 2016:

Claims and Judgments 2017 2016

Beginning balance $ 4,288 $ 2,520 Incurred claims 793 3,129 Payment of claims (994) (1,361)

Ending balance $ 4,087 $ 4,288

There have been no settlements that exceed the Authority’s coverage for years ended December 31, 2017 and 2016.

In addition, the Authority self-insures the initial $1 million self-insured retention, per accident, for workers’ compensation claims, after which a $25 million limit of excess workers’ compensation insurance is provided by the policy to respond to significant worker compensation injuries. PATCO, however, self- insures the initial $1 million limit, per accident, for workers’ compensation claims, after which a $5 million limit of excess workers’ compensation insurance is retained to respond to significant claims.

The following is a summary of the self-insurance liability of the Authority for workers’ compensation claims for the years ended December 31, 2017 and 2016:

Self-Insurance (Workers' Compensation) 2017 2016

Beginning balance $ 4,153 $ 4,626 Incurred claims 2,021 2,418 Payment of claims (1,800) (2,891)

Ending balance $ 4,374 $ 4,153

There have been no settlements that exceed the Authority’s coverage for years ended December 31, 2017 and 2016.

The Authority is involved in various actions arising in the ordinary course of business and from workers’ compensation claims. In the opinion of management, the ultimate outcome of these actions will not have a material adverse effect on the Authority’s combined net position and combined results of operations.

The Authority purchases commercial insurance for all other risks of loss, e.g. bridge and non-bridge property, crime, terrorism, etc. The Authority reviews annually, and where appropriate, adjusts policy loss limits and deductibles as recommended by its insurance consultants in response to prevailing market conditions, loss experience, and revenues. Policy loss limits are established with the professional assistance of independent insurance broker consultants to ensure that sufficient coverage exists to accommodate the maximum probable loss that may result in the ordinary course of business.

Per Article 5.11 of the 1998 Bond Indenture, “...the Authority must maintain with responsible insurers all insurance required….to provide against loss of or damage to the Facilities and loss of Revenues...to protect the interests of the Authority and the Bondholders.”

98 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 14. Contingencies (Continued)

The Authority must submit in writing certifications, by “the Insurance Consultant” to the bond trustee, by April 30 of each year, stating that it has sufficient coverage with regards to “multi-risk insurance” (on DRPA and PATCO facilities), “use and occupancy insurance” (i.e., business interruption), etc., in compliance with the Indenture of Trust. The certifications must provide “in reasonable detail the insurance then in effect pursuant to” Section 5.11 and also must state whether, during the calendar year, any facility has been “materially damages or destroyed, and if so, the amount of insurance proceeds covering such loss or damage…” As advised in the certification, during 2016, the Authority did not experience any material damages related to its facilities.

The Authority submitted its annual certification to the bond trustee, for the year ending December 31, 2016, prior to the deadline, in April 2017 (see Note 19, “Subsequent Events”).

Note 15. Commitments

Development Projects: In support of previously authorized economic development projects, the DRPA’s Board of Commissioners authorized loan guarantees to various banks to complete the financing aspects of a particular project. The Authority’s Board authorized loan guarantees in an amount not to exceed $27,000, prior to 2011 when the Board stopped funding new economic development projects.

Home Port Alliance Loan Guarantee: On June 6, 2012, the Authority negotiated a three-year extension of the existing $900 loan guarantee that supports a loan from TD Bank, N.A. to the Home Port Alliance for the Battleship New Jersey. The loan guarantee expired on June 6, 2015.

In April 2015, the Authority’s Board authorized the Authority to extend the loan guaranty for a ten-year period (DRPA-15-048) in the amount of $800. As of December 31, 2017, this is the only outstanding loan guarantee. The Authority has made no cash outlays related to this guarantee.

Community Impact: The Authority has an agreement with the City of Philadelphia (City) for Community Impact regarding the PATCO high-speed transit system (“Locust Street Subway Lease”). The agreement expires on December 31, 2050. In 2017, the base amount payable to the City totaled $3,291 as adjusted for cumulative increases in the Consumer Price Index (CPI) between 1999 and 2016. Base payments in 2017 equaled the previous year’s base payment adjusted by any increase in the CPI for 2017. For the years 2018 through 2050, the annual base payment shall equal one dollar.

In addition, for the duration of the lease, the Authority is required to annually create a PATCO Community Impact Fund in the amount of $500, with payment of such fund to be divided annually between communities within the Commonwealth and the State, based on PATCO track miles in the respective states.

The estimated minimum commitment, adjusted for the effect of the increase in the CPI at December 31, 2017, is as follows:

Year Amount

2018 $ 500 2019 500 2020 500 2021 500 2022 500 Thereafter 13,500

$ 16,000

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 99 INTRODUCTORY SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 15. Commitments (Continued)

Redevelopment Fee: The Authority, pursuant to a January 2016 amendment to an original agreement dated December 31, 1991, is obligated to pay a net redevelopment fee to the City of Camden Redevelopment Agency in the amount of $363 annually, as an “ongoing yearly obligation”. This fee is paid annually on or about July 1. The Authority made its annual payment for this obligation in 2017.

OCIP Letters of Credit: In May 2008, the Authority entered into two new separate irrevocable (evergreen) standby Letters of Credit (“LOC”) with TD Bank, N.A. (formerly Commerce Bank) and Wachovia Bank, in support of the Authority’s “Owner Controlled Insurance Program (OCIP).” Under this insurance program, the Authority purchased various insurance policies and eligible contractors working on major capital construction projects enrolled into the OCIP.

The original LOC with Wells Fargo Bank (formerly Wachovia Bank) was for a four-year term in the amount of $5,000 with an expiration date of May 7, 2012. The LOC with TD Bank, N.A. (formerly Commerce Bank) was in an initial amount of $3,015 and automatically increased annually each May, in the amount of $816, until it expired on May 7, 2012.

The OCIP program was subsequently renewed in 2010, 2013 and 2014, and finally expired on December 31, 2014. During this period, the LOCs were reduced after consultation and approval by the insurance carrier.

Although the OCIP program ended in 2015 (the Railroad Protective Liability policy was extended to March of 2015 to meet the completion date of the project), the insurance carrier, AIG required the Authority to maintain the required LOC coverage to cover anticipated Workers’ Compensation and General Liability claims. Statutes of Limitations for filing Workers’ Compensation claims, whether based on an occupational disability or a physical injury, vary from state-to-state. In New Jersey, there is a two-year Statute of Limitations (SOL). Pennsylvania has a three-year SOL. The administration responsibilities for the closeout of the OCIP (September 7, 2008 to March 31, 2015) will remain open until:

• either the expiration of the Statue of Limitations (2 years in NJ and 3 years in PA);

• the date all claims are closed (but, no later than 3 years from the expiration date of December 31, 2014) or;

• the purchase of a “buy-out” (a stipulated sum in which AIG assumes all further financial responsibilities for claims or other obligations under the OCIP to allow DRPA to close its books financially (our letter of credit valued at $5.5 million makes this option possible) with respect to the OCIP.

Pursuant to DRPA-15-064, the board approved the renewal of the LOC in 2015, with TD Bank with an expiration date of December 31, 2016 in the amount of $5,462. AIG agreed to lower the LOC from $5,462 to $793 and the LOC was subsequently renewed at a lower principal amount in December 2016, to expire on December 31, 2017.

Based on its review, AIG agreed to a further reduction in the LOC to $398. The Authority renewed the LOC at the new figure of $398 to expire December 31, 2018.

The new total amount of security held by AIG is $448. No drawdowns have been made against any letter of credit. If AIG requires the Authority to extend the LOC beyond December 31, 2018 due to any open claims, the term of the LOC will be on a to-be-determined basis.

Direct Pay Letter of Credit (2008 Revenue Refunding Bonds): The Authority currently has one remaining LOC associated with the 2008 Revenue Refunding Bonds.

100 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 15. Commitments (Continued)

Direct Pay Letter of Credit (2008 Revenue Refunding Bonds (Continued): The Authority’s 2008 Revenue Refunding Bonds (Series B) are secured by an irrevocable transferable Direct Pay Letter of Credit (“LOC”) issued by TD Bank, N.A., in the initial amount of $191,800, respectively. The Authority entered into separate Reimbursement Agreements with each credit provider to facilitate the issuance of said LOC. Each LOC is in an original stated amount which is sufficient to pay the unpaid principal amount of and up to fifty-three (53) days of accrued interest (at a maximum interest rate of 12%) on the related 2008B Revenue Refunding Bonds, when due, and the Purchase Price of the 2008B Revenue Refunding Bonds tendered or deemed tendered for purchase and not remarketed. The Credit Provider for the 2008B Revenue Refunding Bonds is only responsible for payments with respect to the 2008B Revenue Refunding Bonds for which the 2008B LOC was issued. The 2008B LOC was renewed in July of 2010 and which expired in July of 2013.

As described in the Official Statement for the 2008 Revenue Refunding Bonds, “any draw under Letter of Credit for principal, interest, or Purchase Price creates a reimbursement obligation on the part of the Authority that is secured by the 1998 Revenue Bond Indenture on a parity basis with the 2008 Revenue Refunding Bonds.” (Additional information related to this transaction and the accompanying Letters of Credit can be found under Note 12).

The letter of credit for TD Bank, N.A. was to expire on December 31, 2017, but it has been extended for a five (5) year term to expire December 31, 2020.

Letter of Credit Provider Ratings: Ratings for TD Bank as of December 31, 2017 are as follows:

Long-Term Short-Term Moody's S&P Fitch Moody's S&P Fitch TD Bank, N.A. (Series B) A2 AA- AA- P-1 A-1+ F1+ Stable Stable Stable

Direct Pay Letters of Credit (2010 Revenue Refunding Bonds): When originally issued, the Authority’s 2010 Revenue Refunding Bonds (Series A, B and C), were secured by irrevocable transferable Direct Pay Letters of Credit (“LOC”) issued by three credit providers, the Bank of America, N.A., JP Morgan Chase Bank, N.A. and PNC Bank, N.A. in the initial amounts of $152.6 million, $152.6 million and $50.9 million, respectively. The Authority entered into separate Reimbursement Agreements with each credit provider to facilitate the issuance of said LOCs. These LOC’s were terminated in March 2013, and replaced with new letters of credit from Royal Bank of Canada (Series A), Barclay’s Bank PLC (Series B), and Bank of New York Mellon (Series C).

The LOC with Barclays was to expire on March 20, 2015. However on February 18, 2015, Barclays Bank PLC (Series B) delivered a “Notice of Extension” to TD Bank (Trustee for bonds), to extend the “stated Expiration Date” for the LOC to March 20, 2018 (see Note 19,” Subsequent Events”).

The Letters of Credit with Royal Bank and BNY Mellon were both to expire on March 18, 2016. As mentioned earlier, these two Letters of Credit were extended until August 1, 2016 and June 16, 2016, respectively. (Note: The LOC with BNY Mellon expired on June 16 and was replaced with a LIBOR- Indexed direct purchase with Wells Fargo Bank). Similarly, the LOC with Royal Bank was terminated and replaced by two LIBOR-Indexed direct purchase loans with the B of A and TD Bank, N.A.).

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 101 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 15. Commitments (Continued)

Direct Pay Letters of Credit (2010 Revenue Refunding Bonds (Continued): Each LOC is an irrevocable transferable direct-pay obligation of the respective issuing Credit Provider to pay to the Trustee, upon request and in accordance with the terms thereof, amounts sufficient to pay the unpaid principal amount and up to fifty-three (53) days (or such greater number of days as required by the rating agencies) days’ accrued interest (at the maximum interest rate of 12%) on the related 2010 A Revenue Refunding Bonds or 2010 B Revenue Refunding Bonds when due, whether at the stated maturity thereof or upon acceleration or call for redemption, and amounts sufficient to pay the Purchase Price of the 2010 A Revenue Refunding Bonds or the 2010 B Revenue Refunding Bonds, as applicable, tendered for purchase and not remarketed. A draw under a LOC for principal and interest or Purchase Price creates a Reimbursement Obligation (as defined in the 1998 Revenue Bond Indenture) on the part of the Authority.

Letter of Credit Provider Ratings: Ratings for Barclay’s Bank LLC as of December 31, 2017 are as follows:

Long-Term Short-Term Moody's S&P Fitch Moody's S&P Fitch

Barclay's Bank PLC A1 A A P-1 A-1 F1+

Negative Stable Positive Negative Negative Negative

Contractual Commitments: As of December 31, 2017, the Authority had board-approved contracts with remaining balances as follows:

Total Benjamin Franklin Bridge: Bridge, building and pavement repairs and inspection $ 6,970 Temporary toll, clerical, administration and custodial workers 1,000 Toll revenue, transportation, processing and systems upgrade 730 ERP consulting services 708 Engineering services - program management and task orders 4,483 Pedestrian bike ramp 9,041 Other 1,689 Walt Whitman Bridge: Design services for New Jersey approach 521 Emergency generator replacement 1,041 Commodore Barry Bridge: De-leading and repainting 847 Structural repairs & other 551 Betsy Ross Bridge: Bridge resurfacing and other 24,507 PATCO System: Car overhaul program 53,658 Elevators installation 35,888 Station enhancements 5,031 Westmont & Lindenwold viaduct and track rehabilitation 41,605 Subway structure, center tower & other rehabilitation 931 Other: Other equipment and system upgrades and professional services and maintenance 1,646 $ 190,847

102 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 15. Commitments (Continued)

NJ Customer Service Center Contract: In 2015, the Authority signed a contract to participate in the NJ Customer Service Center Contract, related to the implementation of new software system for the NJ E- ZPass group, of which the Authority is a member. In 2016, the Authority signed a memorandum of Agreement (MOA) related to this implementation, which also sets forth how “certain non-toll revenues and expenses of the NJ E-ZPass Group” incurred will be shared among the Agencies….”(DRPA-16-125), including the resolution of prior “negative customer balances”, which have accumulated under the old contract. Under this MOA, the Authority was assigned a “Revenue Allocation share” which resulted in an initial one-time cash payment of approximately $2.4 million in 2017, representing the Authority’s pro-rata share of the past negative balances. (It is anticipated that each year, each Agency will be required to pay its pro-rata of future negative cash balances, however, the anticipated annual “contribution” is expected to be significantly less given the initial large outlay of funds by each agency in 2017).

The Authority had recognized this commitment on its books and had reduced 2016 toll revenues by the estimated $2.6 million to reflect this reduction in toll revenues. In May 2017, the actual invoice payment for this commitment came in at $2.351 million. Current year revenues for 2017 were adjusted upward by $249 to reflect this reduction in the amount due.

Note 16. Bridge and PATCO Fare Schedules

Bridge Fares: On July 1, 2011, the approved new bridge toll schedule was implemented as follows:

Class 1 - Motorcycle $ 5.00 Class 2 - Automobile 5.00 Class 3 - Two Axle Trucks 15.00 Class 4 - Three Axle Trucks 22.50 Class 5 - Four Axle Trucks 30.00 Class 6 - Five Axle Trucks 37.50 Class 7 - Six Axle Trucks 45.00 Class 8 - Bus 7.50 Class 9 - Bus 11.25 Class 10 - Senior Citizen (with 2 tickets only) 2.50 Class 13 - Auto with Trailer (1 axle) 8.75

PATCO Passenger Fares: On July 1, 2011, a new fare schedule was implemented as follows:

Lindenwold/Ashland Woodcrest $ 3.00 Haddonfield/Westmont/Collingswood 2.60 Ferry Avenue 2.25 New Jersey 1.60 City Hall/Broadway/Philadelphia 1.40 Off-Peak Reduced Fare Program 0.70

As noted above, PATCO has a federally mandated reduced off-peak fare program for “elderly persons and persons with disabilities.” These off-peak rates increased from $0.62/trip to $0.70/trip.

At its July 2015 meeting, the Authority’s Board approved a resolution, DRPA-15-090, to re-implement an $18 credit/18 trips per month for commuter passenger vehicles in the NJ E-ZPass system (the Authority is a member of this consortium). Programming to implement this initiative was finalized and the new frequent bridge traveler credit program became effective on December 1, 2015. In January 2016, frequent users received their first credit since reintroduction of the program. (Approximately, $1.7 million was credited to customer accounts based on activity thru December 2016).

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 103 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 16. Bridge and PATCO Fare Schedules (Continued)

In January 2017, the Authority approved resolution DRPA-17-002, which authorized the deferral of the CPI index based biennial toll increase. The toll increase was deferred from January 1, 2017 to January 1, 2019.

Note 17. New Governmental Accounting Pronouncements

The Governmental Accounting Standards Board (GASB) has issued the following statements that have effective dates that may affect future financial presentations:

Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions. The primary objective of this Statement is to improve accounting and financial reporting by state and local governments for postemployment benefits other than pensions (other postemployment benefits or OPEB). It also improves information provided by state and local governmental employers about financial support for OPEB that is provided by other entities. The Statement will become effective for the Authority’s year ending December 31, 2018 and is expected to have a material impact on the basic financial statements.

Statement No. 84, Fiduciary Activities. The primary objective of this Statement is to improve guidance regarding the identification of fiduciary activities for accounting and financial reporting purposes and how those activities should be reported. This Statement establishes criteria for identifying fiduciary activities of all state and local governments. The focus of the criteria generally is on (1) whether a government is controlling the assets of the fiduciary activity and (2) the beneficiaries with whom a fiduciary relationship exists. Separate criteria are included to identify fiduciary component units and postemployment benefit arrangements that are fiduciary activities. The Statement will become effective for the Authority’s year ending December 31, 2018 and is not expected to have a material impact on the basic financial statements.

Statement No. 86, Certain Debt Extinguishment Issues. The primary objective of this Statement is to improve consistency in accounting and financial reporting for in-substance defeasance of debt by providing guidance for transactions in which cash and other monetary assets acquired with only existing resources, resources other than the proceeds of refunding debt, are placed in an irrevocable trust for the sole purpose of extinguishing debt. This Statement also improves accounting and financial reporting for prepaid insurance on debt that is extinguished and notes to financial statements for debt that is defeased in substance. The Statement will become effective for the Authority’s year ending December 31, 2018 and its implementation is dependent upon whether such extinguishment transactions are executed by the Authority.

Note 18. Blended Component Unit

Port Authority Transit Corporation (PATCO) is a wholly owned subsidiary of the Delaware River Port Authority (DRPA) established to operate and maintain the rapid transit system owned and constructed by DRPA. PATCO and DRPA share the same Board of Commissioners. A financial benefit or burden relationship exists between DRPA and PATCO as DRPA subsidizes the losses of PATCO and intends to continue to do so. The financial results of PATCO have been blended with those of DRPA in the financial statements.

104 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 18. Blended Component Unit (Continued)

Rent of Transit System Facilities: All rapid transit system facilities used by PATCO are leased from the Authority, under terms of an agreement dated April 18, 1969 and amended June 3, 1974. The lease requires PATCO 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 PATCO pay a minimum annual rental of $6,122, which approximates the sum of the annual interest expense to the 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 PATCO 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.

PATCO’s outstanding liability to the DRPA for period January 1, 1974 to December 31, 2017 related to this agreement totals $269,218.

Net Position: The net position totaling ($741,594) and ($713,621) as of December 31, 2017 and December 31, 2016, respectively, represents the total losses for PATCO since inception.

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2017 is as follows:

Condensed Combining Statements of Net Position December 31, 2017 DRPA PATCO Total Current assets $ 850,047 $ 12,040 $ 862,087 Receivable from primary government (3,983) 3,983 Capital assets 1,562,816 1,562,816 Other noncurrent assets 15,594 15,594 Total assets 2,424,474 16,023 2,440,497

Deferred outflows of resources 104,230 8,116 112,346 Total assets and deferred outflows of resources 2,528,704 24,139 2,552,843 Current liabilities 133,475 11,902 145,377 Payables to primary government: Lease agreement (269,218) 269,218 Advances from DRPA (457,870) 457,870 Noncurrent liabilities 1,630,765 25,843 1,656,608

Total liabilities 1,037,152 764,833 1,801,985

Deferred inflows of resources 5,824 900 6,724 Net investment in capital assets 271,323 271,323 Restricted 205,742 205,742 Unrestricted (deficiency) 1,008,663 (741,594) 267,069 Total net position (deficiency) $ 1,485,728 $ (741,594) $ 744,134

D RPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 105

FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 18. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2017 is as follows (continued):

Condensed Combining Statements of Revenues, Expenses and Changes in Net Position December 31, 2017 DRPA PATCO Total Operating revenues Bridge revenues $ 337,393 $ 337,393 Transit systems $ 28,361 28,361 Other 226 226 Total operating revenues 337,619 28,361 365,980 Operating expenses Operating - Other 109,845 50,398 160,243 Depreciation 61,270 61,270 Total operating expenses 171,115 50,398 221,513 Operating income (loss) 166,504 (22,037) 144,467 Nonoperating revenues (expenses) Interest expense (72,556) (72,556) Economic development activities (4,194) (4,194) Lease rental 6,122 (6,122) Other 13,433 186 13,619 Total nonoperating revenues (expenses) (57,195) (5,936) (63,131) Capital contributions 7,557 - 7,557 Change in net position 116,866 (27,973) 88,893 Net position (deficiency), January 1 1,368,862 (713,621) 655,241 Net position (deficiency), December 31 $ 1,485,728 $ (741,594) $ 744,134

Condensed Combining Statements of Cash Flows

December 31, 2017 DRPA PATCO Total Net cash provided by (used in) operating activities $ 229,035 $ (24,159) $ 204,876 Net cash provided by (used in) noncapital financing activities (27,150) 23,793 (3,357) Net cash provided by (used in) capital and related financing activities (254,340) (254,340) Net cash provided by (used in) investing activities 47,926 47,926 Net increase (decrease) in cash and cash equivalents (4,529) (366) (4,895) Cash and cash equivalents, January 1 41,349 2,271 43,620 Cash and cash equivalents, December 31 $ 36,820 $ 1,905 $ 38,725

106 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 18. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2016 is as follows:

Condensed Combining Statements of Net Position

December 31, 2016 DRPA PATCO Total

Current assets $ 808,995 $ 12,691 $ 821,686 Receivable from primary government (6,919) 6,919 Capital assets 1,490,869 1,490,869 Other noncurrent assets 94,161 94,161

Total assets 2,387,106 19,610 2,406,716

Deferred outflows of resources 121,766 6,156 127,922

Total assets and deferred outflows of resources 2,508,872 25,766 2,534,638

Current liabilities 123,858 14,095 137,953 Payables to primary government: Lease agreement (263,096) 263,096 Advances from DRPA (434,017) 434,017 Noncurrent liabilities 1,710,907 27,582 1,738,489

Total liabilities 1,137,652 738,790 1,876,442

Deferred inflows of resources 2,358 597 2,955

Net investment in capital assets 235,795 235,795 Restricted 209,924 209,924 Unrestricted (deficiency) 923,143 (713,621) 209,522

Total net position (deficiency) $ 1,368,862 $ (713,621) $ 655,241

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 107 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 18. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2016 is as follows (continued):

Condensed Combining Statements of Revenues, Expenses and Changes in Net Position December 31, 2016 DRPA PATCO Total Operating revenues Bridge revenues $ 326,453 $ 326,453 Transit systems $ 28,016 28,016 Other 243 243 Total operating revenues 326,696 28,016 354,712 Operating expenses Operating - Other 114,085 50,112 164,197 Depreciation 58,933 58,933 Total operating expenses 173,018 50,112 223,130 Operating income (loss) 153,678 (22,096) 131,582 Nonoperating revenues (expenses) Interest expense (74,419) (74,419) Economic development activities (3,404) (3,404) Lease rental 6,122 (6,122) Other 10,759 116 10,875 Total nonoperating revenues (expenses) (60,942) (6,006) (66,948)

Capital contributions 2,237 - 2,237 Change in net position 94,973 (28,102) 66,871

Net position (deficiency), January 1 1,273,889 (685,519) 588,370

Net position (deficiency), December 31 $ 1,368,862 $ (713,621) $ 655,241

Condensed Combining Statements of Cash Flows

December 31, 2016 DRPA PATCO Total Net cash provided by (used in) operating activities $ 230,632 $ (19,392) $ 211,240 Net cash provided by (used in) noncapital financing activities (22,042) 20,647 (1,395) Net cash provided by (used in) capital and related financing activities (250,788) (250,788) Net cash provided by (used in) investing activities 54,838 54,838

Net increase (decrease) in cash and cash equivalents 12,640 1,255 13,895 Cash and cash equivalents, January 1 28,709 1,016 29,725

Cash and cash equivalents, December 31 $ 41,349 $ 2,271 $ 43,620

108 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2017 and 2016 (dollars expressed in thousands)

Note 19. Subsequent Events

Annual Insurance Certification (Article 5.11 of Bond Indenture): As mentioned under Note 14 (“Contingencies”), the Authority must annually submit the Insurance Consultant’s certification to the bond trustee, by April 30 of each year, evidencing that it has sufficient coverage related to its facilities, etc., as required under the Indenture. In addition, the Insurance Consultant must indicate whether any “material damage” has occurred to any facility during each calendar year.

The Authority submitted its annual certification, attesting to its insurance coverages, to the bond trustee for the year-ending December 31, 2017, prior to the deadline, on March 23, 2018. The Authority did not experience any material damage to its facilities during 2017.

Bond Authorizations Related to Bond Defeasance and New Money Bond Issuance: In its January 2018 meeting, the Board, via resolution DRPA #18-007, authorized the Authority to use up to $335 million from its General Fund to defease all, or a portion, of the 2010D revenue bonds, subject to financial market conditions.

In addition, the Board authorized a separate transaction, via resolution DRPA #18-008, wherein, subject to market conditions, the Authority may issue up to $350 million in new revenue bonds to fund a large portion of its 2018 5-year Capital Plan. In order to so, the Authority’s first step is to have a traffic study conducted to pave the way for any anticipated new revenue bond issuance. The traffic study commenced in June.

(Note: These authorizations do not obligate the Authority to execute any of the aforementioned transactions, as they are subject to favorable market conditions and the Authority’s financial strategies to reduce debt and/or debt service requirements).

Bond and Swap Payments: The Authority is current on all monthly debt service and swap payments, as of May 2018.

LOC Renewals: In February 2018, the Authority negotiated a lower LOC facility fee with Barclays and extended the existing LOC for a four-year term to mature March 18, 2022.

Union Contracts: All union contracts, including those negotiated with the Teamsters, FOP, IUOE and IBEW, expired on December 31, 2017. Contract negotiations have commenced with the aforementioned unions.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 109 FINANCIAL SECTION

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110 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Required Supplementary Information - Part II (Unaudited) Schedule of the Authority's Proportionate Share of the Net Pension Liability Commonwealth of Pennsylvania - State Employees' Retirement System (SERS) Last Four Plan Years (amounts expressed in thousands)

Measurement Date Ended December 31,

2016 2015 2014 2013

Authority's Proportion of the Net Pension Liability 0.79013936% 0.79424655% 0.76453591% 0.78540134%

Authority's Proportionate Share of the Net Pension Liability $ 152,183 $ 144,424 $ 113,590 $ 107,312

Authority's Covered Payroll (Plan Measurement Period) $ 47,939 $ 48,461 $ 44,721 $ 43,165

Authority's Proportionate Share of the Net Pension Liability as a Percentage of Covered Payroll 317.45% 298.02% 254.00% 248.61%

Plan Fiduciary Net Position as a Percentage of the Total Pension Liability 57.80% 58.90% 64.80% 66.70%

This schedule is presented to illustrate the requirement to show information for 10 years; however, until a full 10-year trend is compiled, this presentation will only include information for those years for which information is available.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 111 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Required Supplementary Information - Part II (Unaudited) Schedule of the Authority's Contributions Commonwealth of Pennsylvania - State Employees' Retirement System (SERS) Last Four Years (amounts expressed in thousands)

Year Ended December 31,

2017 2016 2015 2014

Authority's Contractually Required Contribution1$ 4,515 12,735$ 10,332$ 7,649$

Authority's Contribution in Relation to the Contractually Required Contribution (14,515) (12,735) (10,332) (7,64 9 )

Authority's Contribution Deficiency (Excess) - - - -

Authority's Covered Payroll (Calendar Year) $ 49,464 46,615$ 48,857$ 44,721$

Authority's Contributions as a Percentage of Covered Payroll 29.34% 27.32% 21.15% 17.10%

This schedule is presented to illustrate the requirement to show information for 10 years; however, until a full 10-year trend is compiled, this presentation will only include information for those years for which information is available.

112 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Required Supplementary Information - Part II (Unaudited) Schedule of the Authority's Proportionate Share of the Net Pension Liability State of New Jersey - Public Employees' Retirement System (PERS) Last Four Plan Years (amounts expressed in thousands)

Measurement Date Ended June 30,

2017 2016 2015 2014

Authority's Proportion of the Net Pension Liability 0.0069597877% 0.0050105488% 0.0048616324% 0.0080229448%

Authority's Proportionate Share of the Net Pension Liability $ 1,620 $ 1,484 $ 1,091 $ 1,502

Authority's Covered Payroll (Plan Measurement Period) $ 406 $ 345 $ 335 $ 594

Authority's Proportionate Share of the Net Pension Liability as a Percentage of Covered Payroll 399.01% 430.14% 325.67% 252.86%

Plan Fiduciary Net Position as a Percentage of the Total Pension Liability 48.10% 40.14% 47.93% 52.08%

This schedule is presented to illustrate the requirement to show information for 10 years; however, until a full 10-year trend is compiled, this presentation will only include information for those years for which information is available.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 113 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Required Supplementary Information - Part II (Unaudited) Schedule of the Authority's Contributions State of New Jersey - Public Employees' Retirement System (PERS) Last Four Years (amounts expressed in thousands)

Year Ended December 31,

2017 2016 2015 2014

Authority's Contractually Required Contribution 64$ 45$ 42$ 66$

Authority's Contribution in Relation to the Contractually Required Contribution (64) (45) (42) (66)

Authority's Contribution Deficiency (Excess) - - - -

Authority's Covered Payroll (Calendar Year) 692$ 438$ 369$ 355$

Authority's Contributions as a Percentage of Covered Payroll 9.25% 10.27% 11.38% 18.59%

This schedule is presented to illustrate the requirement to show information for 10 years; however, until a full 10-year trend is compiled, this presentation will only include information for those years for which information is available.

114 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Required Supplementary Information - Part II (Unaudited) Schedule of the Authority's Contributions Teamsters Pension Plan of Philadelphia and Vicinity Last Ten Years (amounts expressed in thousands)

Year Ended December 31,

2017 2016 2015 2014 2013 2012 2011 2010 2009 2008

Authority's Contractually Required Contribution $ 1,299 $ 1,293 $ 1,136 $ 1,001 $ 1,066 $ 1,076 $ 1,077 $ 1,090 $ 1,068 $ 1,029

Authority's Contribution in Relation to the Contractually Required Contribution (1,299) (1,293) (1,136) (1,001) (1,066) (1,076) (1,077) (1,090) (1,068) (1,029)

Authority's Contribution Deficiency (Excess) ------

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 115 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Required Supplementary Information - Part II (Unaudited) Notes to Required Supplementary Information For the Year Ended December 31, 2017

Pennsylvania State Employees' Retirement System (SERS)

Changes in Benefit Terms - None

Changes in Assumptions - For the measurement date December 31, 2016, the discount rate changed to 7.25%, net of expenses including inflation. Economic assumptions were revised in accordance with the results of the 18th Investigation of Actuarial Experience study. Projected salary increases changed to an average of 5.60% with a range of 3.70%-8.90%, including inflation, and the inflation rate changed to 2.60%. For the measurement date December 31, 2015, the discount rate remained at 7.50%, net of expenses including inflation. Projected salary increases were an average of 5.70% with a range of 3.85% - 9.05%, including inflation, and the inflation rate was to 2.75%. For the measurement date December 31, 2014, the discount rate was 7.50%, net of expenses including inflation.

State of New Jersey Public Employees' Retirement System (PERS)

Changes in Benefit Terms - None

Changes in Assumptions - For the measurement date June 30, 2017, the discount rate changed to 5.00% and the long-term rate of return changed to 7.00%. For the measurement date June 30, 2016, the discount rate changed to 3.98%, the long-term expected rate of return changed to 7.65% from 7.90%, demographic assumptions were revised in accordance with the results of the July 1, 2011 - June 30, 2014 experience study and the mortality improvement scale incorporated the plan actuary's modified MP-2014 projection scale. Further, salary increases were assumed to increase between 1.65% and 4.15% (based on age) through fiscal year 2026 and 2.65% and 5.15% (based on age) for each fiscal year thereafter. For the measurement date June 30, 2015, the discount rate changed to 4.90%. In addition, the social security wage base was set at $118,500.00 for 2015, increasing 4.00% per annum, compounded annually and the 401(a)(17) pay limit was set at $265,000.00 for 2015, increasing 3.00% per annum, compounded annually. For the measurement date June 30, 2014, the discount rate was 5.39%.

Teamsters Pension Plan of Philadelphia and Vicinity

The Authority is required to contribute a collectively bargain amount per day for each participating PATCO employee. This daily amount ranged from $20.60 in 2008 to $27.84 in 2017.

116 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Required Supplementary Information - Part III (Unaudited) Schedule of Funding Progress for Health Benefits Plan (amounts expressed in thousands)

Actuarial Accrued Liability UAAL as a Actuarial (AAL) - Unfunded Percentage Actuarial Value of Projected AAL Funded Covered of Covered Valuation Assets Unit Credit (UAAL) Ratio Payroll Payroll Date (a) (b) (b-a) (a/b) (c) [(b-a)/c]

01/01/17$ 20,765 $ 121,764 $ 100,999 17.1% 34,381$ 293.8%

01/01/15 15,747 118,482 102,735 13.3% 42,087 244.1%

01/01/13 - 112,923 112,923 - 43,453 259.9%

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 117 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Combined Supplemental Schedule of Net Position Information by Fund December 31, 2017 (amounts expressed in thousands)

Maintenance Combined Combined Capital Revenue Reserve General Bond Project Fund Fund Fund Fund Funds Funds Total

Assets Current Assets Cash and cash equivalents $ 1,495 $ 29,429 $ 30,924 Investments 570,607 570,607 Accounts receivable, net of allowance for uncollectibles 6,769 7,427 14,196 Accrued interest receivable 452 452 Transit system and storeroom inventories 345 5,698 6,043 Economic development loans - current 421 421 Prepaid expenses 4,337 1,613 5,950 Restricted assets Cash and cash equivalents 7,264 $ 537 7,801 Investments 4,980 $ 5,139 $ 214,389 1,181 225,689 Accrued interest receivable 44

Total current assets - 25,190 5,139 615,647 214,389 1,722 862,087

Noncurrent Assets Restricted investments for capital projects - - - - - 2,929 2,929

Capital assets, net of accumulated depreciation Land $ 74,051 25 74,076 Construction in progress 576,699 576,699 Bridges and related buildings and equipment 544,578 544,578 Transit property and equipment 366,091 366,091 Port enhancements 1,372 1,372

Total capital assets 1,562,791 - - 2 5 - - 1,562,816

Other Economic development loans, net of allowance for uncollectibles 11,670 11,670 Debt insurance costs, net of amortization 873 122 995

Total other assets 873 - - 11,792 - - 12,665

Total noncurrent assets 1,563,664 - - 11,817 - 2,929 1,578,410

Total assets 1,563,664 25,190 5,139 627,464 214,389 4,651 2,440,497

Deferred Outflows of Resources Accumulated decrease in fair value of hedging derivatives 63,269 63,269 Pension related amounts 34,565 8,116 42,681 Loss on refunding of debt 4,433 1,963 6,396

Total deferred outflows of resources 67,702 34,565 - 10,079 - - 112,346

(Continued)

118 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Combined Supplemental Schedule of Net Position Information by Fund December 31, 2017 (amounts expressed in thousands)

Maintenance Combined Combined Capital Revenue Reserve General Bond Project Fund Fund Fund Fund Funds Funds Total

Liabilities Current Liabilities Accounts payable Retained amounts on contracts 4 2$ $ 12,824 $ 12,866 Other 4,273 19,887 24,160 Accrued liabilities Claims and judgments 401 2,569 2,970 Self-insurance 1,625 1,278 2,903 Pension 11,775 1,647 13,422 Sick and vacation leave benefits 2,103 391 2,494 Other 1,227 536 1,763 Unearned revenue 4,955 4,955 Liabilities payable from restricted assets Accrued interest payable $ 23,979 23,979 Bonds payable - current $ 44,645 11,220 55,865

Total current liabilities 44,645 21,446 - 55,307 23,979 - 145,377

Noncurrent Liabilities Accrued liabilities Claims and judgments 462 655 1,117 Self-insurance 823 648 1,471 Sick and vacation leave benefits 1,719 320 2,039 Net pension liability 133,605 20,199 153,804 Other postemployment benefits 10,372 4,107 14,479 Unearned revenue 3,826 3,826 Premium payment payable - derivative companion instrument 17,613 17,613 Derivative instrument - interest rate swap 63,269 34 63,303 Bonds payable, net of unamortized discounts and premiums 1,254,210 144,746 1,398,956

Total noncurrent liabilities 1,335,092 150,807 - 170,675 34 - 1,656,608

Total liabilities 1,379,737 172,253 - 225,982 24,013 - 1,801,985

Deferred Inflows of Resources Pension related amounts 5,824 900 6,724

Total deferred inflows of resources - 5,824 - 900 - - 6,724

Net Position relNet investment in capital assets 268,369 2 5 $ 2,929 271,323 Restricted for: Debt requirements 14,962 3,000$ 186,058 204,020 Port projects 1,722 1,722 Unrestricted (deficiency) (16,740) (133,284) 2,139 410,636 4,318 267,069

Total net position (deficiency) $ 251,629 $ (118,322) $ 5,139 $ 410,661 $ 190,376 $ 4,651 $ 744,134

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 119 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Combined Supplemental Schedule of Changes in Fund Net Position Information by Fund For the Year Ended December 31, 2017 (amounts expressed in thousands)

Maintenance Combined Combined Capital Revenue Reserve General Bond Project Fund Fund Fund Fund Funds Funds Total

Net Position (Deficiency), January 1 $ 134,200 $ (120,511) $ 4,986 $ 362,960 $ 184,551 $ 89,055 $ 655,241

Revenues and Expenses Operating revenues 337,393 28,587 365,980 Operating expenses (61,270) (52,748) (47,353) (161,371) General and administration expenses (52,255) (7,887) (60,142) Investment income 407 153 4,846 3,445 277 9,128 Interest expense (475) 1,301 (73,382) (72,556) Economic development activities (4,194) (4,194) Other nonoperating revenues (expenses) (40) 702 1,962 2,624 Other grant revenues 1,867 1,867

Total revenues and expenses (61,785) 233,499 153 (20,871) (69,937) 277 81,336

Government Contributions for Capital Improvements, Additions and Other Projects - - - 7,557 - - 7,557

Interfund Transfers and Payments Bond service (109,787) (18,845) 128,632 Funds free and clear of any lien or pledge (108,185) 108,185 Retirement of bonds 42,290 10,580 (52,870) Funds for permitted port projects 84,681 (84,681) Capital additions 133,218 (133,218) Net equity transfers 3,706 (13,338) 9,632

Total interfund transfers and payments 179,214 (231,310) - 61,015 75,762 (84,681) -

Net Position (Deficiency), December 31 $ 251,629 $ (118,322) $ 5,139 $ 410,661 $ 190,376 $ 4,651 $ 744,134

120 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Supplemental Schedule of Net Position Information for Bond and Project Funds December 31, 2017 (amounts expressed in thousands)

1998 1999 2001 Bond Bond Port District 1999 Port District Port District 2013 Total Reserve Service Project Project Project Project Project Combined Fund Fund Fund Fund Fund Fund Fund Funds

Assets Current Assets Restricted assets Cash and cash equivalents $ 4 $ 60 $ 473 $ 537 Investments $ 133,943 $ 80,446 622 $ 559 215,570 Accrued interest receivable 4 4

Total current assets 133,943 80,446 4 60 1,099 559 - 216,111

Noncurrent Assets Restricted investments for capital projects $ 2,929 2,929

Total assets 133,943 80,446 4 60 1,099 559 2,929 219,040

Liabilities Current Liabilities Liabilities payable from restricted assets Accrued interest payable 23,979 23,979

Total current liabilities - 23,979 - - - - - 23,979

Noncurrent Liabilities Derivative instrument - interest rate swap 34 34

Total noncurrent liabilities 34 ------34

Total liabilities 34 23,979 - - - - - 24,013

Net Position Net investment in capital assets 2,929 2,929 Restricted for Revenue and port district project bonds 129,591 129,591 Revenue and port district bond service 56,467 56,467 Port projects 4 60 1,099 559 1,722 Unrestricted 4,318 4,318

Total net position $ 133,909 $ 56,467 $ 4 $ 60 $ 1,099 $ 559 $ 2,929 $ 195,027

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 121 FINANCIAL SECTION

DELAWARE RIVER PORT AUTHORITY

Supplemental Schedule of Changes in Net Position Information for Bond and Project Funds For the Year Ended December 31, 2017 (amounts expressed in thousands)

1998 1999 2001 Bond Bond Port District 1999 Port District Port District 2013 Total Reserve Service Project Project Project Project Project Combined Fund Fund Fund Fund Fund Fund Fund Funds

Net Position, January 1 $ 131,227 $ 53,324 $ 4 $ 60 $ 7,142 $ 688 $ 81,161 $ 273,606

Revenues and Expenses: Investment income 3,305 140 7 2 268 3,722 Interest expense (73,382) (73,382)

Total revenues and expenses 3,305 (73,242) - 7 2 268 (69,660)

Interfund Transfers and Payments: Bond service 128,632 128,632 Funds in excess of bond reserve requirement (623) 623 Funds for permitted capital expenditures Retirement of bonds (52,870) (52,870) Funds for permitted port projects (6,050) (131) (78,500) (84,681)

Total interfund transfers and payments (623) 76,385 - - (6,050) (131) (78,500) (8,919)

Net Position, December 31 $ 133,909 $ 56,467 $ 4 $ 60 $ 1,099 $ 559 $ 2,929 $ 195,027

122 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT STEWARDSHIP ARDSHIP TEW S STATISTICAL SECTION

FINANCIAL TREND DATA (Unaudited) : :

The Authority's net position increased by $88.9 million during 2017 based on strong operating results, with income before capital contributions of $81.3 million, which is higher than the $64.6 million in income before capital contributions registered in 2016.

The Authority's net position has improved from $286.9 million to $744.1 million (a $457.2 million increase) since 2010, largely due to the impact of higher toll revenues and operating income, the latter factor which has exceeded $125 million since 2012. During 2017, total operating revenues increased by $11.3 million (up 3.18%), while total operating expenses decreased by $1.6 million (down 0.72%), or a total of $221.5 million. The major factor impacting the decrease in operating expenses was attributable to the decrease in G&A (down $6.8 million), although this decrease was partially offset by increased operational expenses and depreciation expense. Operating income increased to $144.5 million in 2017, the highest in DRPA history.

Please refer to the following schedules for a historical view of the Authority’s financial performance.

Last Ten Fiscal Years (In Thousands)

NET POSITION

2017 * 2016 * 2015* 2014 * 2013 * 2012 * 2011 * 2010 * 2009 * 2008 Net Investment in capital assets $ 271,323 $ 235,795 $ 203,366 $ 174,762 $ 213,138 $ 272,905 $ 214,632 $ 239,390 $ 325,973 $ 281,146 Restricted 205,742 209,924 219,485 215,004 159,521 143,692 185,219 158,589 142,435 147,850 Unrestricted (deficiency) 267,069 209,522 165,519 198,079 138,730 2,232 (67,153) (111,050) (138,043) (94,317) Total Net Position $ 744,134 $ 655,241 $ 588,370 $ 587,845 $ 511,389 $ 418,829 $ 332,698 $ 286,929 $ 330,365 $ 334,679

CHANGES IN NET POSITION

2017 * 2016 * 2015* 2014 * 2013 * 2012 * 2011 * 2010 * 2009 * 2008 Operating Revenues Bridges: Tolls $ 331,537 $ 319,778 $ 307,240 $ 297,267 $ 293,863 $ 292,810 $ 267,685 $ 243,879 $ 242,620 $ 208,856 Other operating revenues 5,856 6,675 6,435 7,702 6,451 6,372 5,049 4,753 4,944 5,815 Total bridge operating revenues 337,393 326,453 313,675 304,969 300,314 299,182 272,734 248,632 247,564 214,671 Transit system: Passenger fares 26,562 26,073 24,943 24,257 25,908 26,035 24,004 21,956 22,028 21,459 Other operating revenues 1,799 1,943 1,661 1,506 1,699 1,957 1,817 1,968 1,606 1,507 Total transit system operating revenues 28,361 28,015 26,604 25,763 27,607 27,992 25,821 23,924 23,634 22,966 Port of Philadelphia and Camden: Cruise terminal - - - - - 2 369 309 571 683 RiverLink - 27 30 - - - 68 61 62 73 Total Port of Philadelphia and Camden - 27 30 - - 2 437 370 633 756 Other: Miscellaneous 226 216 985 150 203 224 556 1,801 1,456 590 Total operating revenues 365,980 354,712 341,294 330,882 328,124 327,400 299,548 274,727 273,287 238,983

Operating Expenses: Operations 96,310 93,443 89,213 100,596 97,436 98,581 94,259 99,518 97,735 100,515 Community impact 3,791 3,790 3,781 3,745 3,688 3,611 3,560 3,473 3,483 3,380 General and administration 60,142 66,964 56,309 41,347 38,932 44,277 40,536 46,272 35,457 34,974 Port of Philadelphia and Camden - - 49 189 62 29 246 824 1,269 1,447 Depreciation 61,270 58,933 57,614 57,425 54,801 55,018 49,216 47,751 45,776 45,486 Total operating expenses 221,513 223,130 206,966 203,302 194,919 201,516 187,817 197,838 183,720 185,802

Operating Income 144,467 131,582 134,328 127,580 133,205 125,884 111,731 76,889 89,567 53,181

Nonoperating Revenues (Expenses) Interest revenue (net of change in fair value of derivative instruments) 9,128 7,944 7,834 8,479 4,628 7,638 13,633 (25,867) 8,718 17,592 Interest expense (72,556) (74,419) (75,792) (78,377) (58,784) (66,540) (77,870) (72,527) (65,584) (75,654) Amortization expense (100) (100) (100) (100) (100) (100) (100) (1,511) (1,356) (1,353) Economic development activities (4,194) (3,404) (4,167) (2,401) (4,371) (8,695) (2,025) (39,657) (26,794) (3,960) Other 4,591 3,115 5,156 4,844 2,825 4,276 3,055 (1,366) (985) 457 Bond issuance costs - - - - (2,516) (1,374) - - - - Loss on abandonment of Aerial Tram project ------(18,318) - - - Loss on disposal of capital assets - (84) (1,732) - - - (7,929) - - - Total nonoperating revenues (expenses) (63,131) (66,948) (68,801) (67,555) (58,318) (64,795) (89,554) (140,928) (86,001) (62,918)

Income (Loss) Before Capital Contributions 81,336 64,634 65,527 60,025 74,887 61,089 22,177 (64,039) 3,566 (9,737)

Capital Contributions: Federal and state capital improvement grants 7,557 2,237 36,758 16,431 17,673 25,042 33,021 20,603 11,443 14,417

Change in Net Position $ 88,893 $ 66,871 $ 102,285 $ 76,456 $ 92,560 $ 86,131 $ 55,198 $ (43,436) $ 15,009 $ 4,680

* Figures for the years 2009 through 2017 include the implementation of Governmental Accounting Standards Board Statement No. 53, Accounting and Financial Reporting for Derivative Instruments. Figures for 2011 through 2017 include the implementation of Governmental Accounting Standards Board Statement No. 65, Items Previously Reported as Assets and Liabilities. Figures for the years 2010 and 2009 have been restated to remove the projected cost of bridge repainting. Lastly, figures for 2015 through 2017 include the implementation of Governmental Accounting Standards Board Statement No. 68, Accounting and Financial Reporting for Pensions - an amendment of GASB Statement No. 27, and GASB Statement No. 71, Pension Transition for Contributions Made Subsequent to the Measurement Date - an amendment of GASB Statement No. 68.

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 125 STATISTICAL SECTION

REVENUE CAPACITY DATA (Unaudited) :

Major annual revenues (consisting primarily of bridge operating revenues, PATCO transit system revenues and interest income) have grown significantly since 2008, increasing from $256.0 million to $374.8 million, an increase in annual revenues of about $118.8 million. Revenues in the period from 2009 to 2016 reflect the two major increases in bridge tolls and transit system fares implemented in 2008 and 2011. During 2017, bridge toll revenues increased by $11.8 million from 2016 (before adjustment), an increase of 3.68%, while PATCO system operating revenues increased by $345k. Interest income increased by $1.3 million, or by 16.75%, continuing a trend since 2011. This increase is resultant from higher non-restricted investment balances (which increased to total $601.5 million up from $556.0 million), and partially due to relatively minor interest rate increases.

Up until 2015, bridge traffic had decreased steadily since 2008. In 2017, bridge traffic reached its highest level since 2008. The increase for 2017 was 2.12%, or 1.1 million vehicles higher versus the prior year. Factors responsible for traffic declines between 2008 and 2014, such as overall poor economic conditions and prior implementation of previous toll increases, did not impact 2017 and 2016 results. Better regional economic conditions, stable gas prices, and a lack of inclement weather all contributed to the increase in 2017 annual bridge traffic.

In 2017, total PATCO transit system operating revenues (inclusive of fare, parking, and advertising revenues) increased vs. 2016. During 2017, total PATCO operating revenues increased by $345,000 or 1.23% due to an increase in ridership of 186,000 (or 1.75%). The increase in PATCO ridership since 2014 was primarily attributable to completion of the multi-year Ben Franklin Bridge/PATCO track rehabilitation project (resulting in less track outages) along with favorable winter weather and improvement in general economic conditions.

For additional historical information on the Authority's bridge traffic, passenger trips, and other revenues, please refer to the schedules that follow.

Last Ten Fiscal Years (In Thousands)

MAJOR REVENUES BY SOURCE

2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Bridge operating revenues $ 337,393 $ 326,453 $ 313,675 $ 304,969 $ 300,314 $ 299,182 $ 272,734 $ 248,632 $ 247,564 $ 214,671 PATCO transit system operating revenues 28,361 28,015 26,604 25,763 27,607 27,992 25,821 23,924 23,634 22,966 Port of Philadelphia and Camden - 27 30 - - 2 437 370 633 756 Interest income 9,013 7,720 7,450 6,909 5,581 5,803 4,968 8,176 9,252 17,592 Total revenues $ 374,767 $ 362,216 $ 347,758 $ 337,641 $ 333,502 $ 332,979 $ 303,960 $ 281,102 $ 281,083 $ 255,985

On September 14, 2008, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class and restructured the E-ZPass and senior citizen programs. Additionally, passenger fares, with the exception of fares for elderly persons and persons with disabilities, were increased by 10% across all zones. On July 1, 2011, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class. The Authority also implemented a second 10% increase in PATCO passenger fares. On December 1, 2015 the Authority reinstituted the E-ZPass frequent bridge traveler credit program, which reduced annual toll revenues by approx. $1.7 million in 2016 and $1.8 million in 2017.

TOLL REVENUE BY BRIDGE

2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Walt Whitman Bridge $ 125,001 $ 124,379 $ 122,648 $ 116,256 $ 111,256 $ 111,900 $ 103,191 $ 95,180 $ 96,319 $ 82,198 Ben Franklin Bridge 103,262 101,860 97,739 97,923 101,094 100,443 89,824 80,083 79,848 67,188 Betsy Ross Bridge 45,700 40,408 34,766 33,408 33,578 34,084 32,295 30,610 29,062 27,590 Commodore Barry Bridge 57,325 55,731 52,087 49,680 47,935 46,383 42,375 38,006 37,391 31,880 Total toll revenues $ 331,288 $ 322,378 $ 307,240 $ 297,267 $ 293,863 $ 292,810 $ 267,685 $ 243,879 $ 242,620 $ 208,856 E-ZPass CSC Revenue Allocation Share 249 (2,600) Net toll revenues $ 331,537 $ 319,778

On September 14, 2008, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class and restructured the E-ZPass and senior citizen programs. Additionally, passenger fares, with the exception of fares for elderly persons and persons with disabilities, were increased by 10% across all zones. On July 1, 2011, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class. On December 1, 2015, the Authority reinstituted the E-ZPass frequent user credit program.

On November 16, 2016, the Authority's Board authorized an initial payment of $2.6 million to the NJ CSC based on a revenue allocation formula, under the new contract, which determined the DRPA's portion of past negative balance E-ZPass customer accounts. In May 2017, the actual invoice payment for this commitment came in at $2.351 million. Current year revenues for 2017 were adjusted upward by $249 thousand to reflect this reduction in the amount due. Please see Note 15 for additional information.

BRIDGE CASH TOLL RATES

2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Class 1 - Motorcycle $ 5.00 $ 5.00 $ 5.00 $ 5.00 $ 5.00 $ 5.00 $ 5.00 $ 4.00 $ 4.00 $ 4.00 Class 2 - Automobile 5.00 5.00 5.00 5.00 5.00 5.00 5.00 4.00 4.00 4.00 Class 3 - Two Axle Trucks 15.00 15.00 15.00 15.00 15.00 15.00 15.00 12.00 12.00 12.00 Class 4 - Three Axle Trucks 22.50 22.50 22.50 22.50 22.50 22.50 22.50 18.00 18.00 18.00 Class 5 - Four Axle Trucks 30.00 30.00 30.00 30.00 30.00 30.00 30.00 24.00 24.00 24.00 Class 6 - Five Axle Trucks 37.50 37.50 37.50 37.50 37.50 37.50 37.50 30.00 30.00 30.00 Class 7 - Six Axle Trucks 45.00 45.00 45.00 45.00 45.00 45.00 45.00 36.00 36.00 36.00 Class 8 - Bus 7.50 7.50 7.50 7.50 7.50 7.50 7.50 6.00 6.00 6.00 Class 9 - Bus 11.25 11.25 11.25 11.25 11.25 11.25 11.25 9.00 9.00 9.00 Class 10 - Senior Citizen (with ticket only) 2.50 2.50 2.50 2.50 2.50 2.50 2.50 2.00 2.00 2.00 Class 13 - Auto with trailer (1 axle) 8.75 8.75 8.75 8.75 8.75 8.75 8.75 6.00 6.00 6.00

The toll rates shown above are cash toll rates in effect for the period indicated. On September 14, 2008, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class and restructured the E-ZPass and senior citizen programs. The Authority had, for many years, provided a frequent user program and senior citizen program for its passenger vehicle customers. At E-ZPass implementation, as an incentive to use E-ZPass, a 10% discount was offered to E-ZPass customers, and a modified frequent user program became effective and available through E-ZPass. In 2004, most discount programs were eliminated and the frequent user program was further modified. Additionally, passenger fares, with the exception of fares for elderly persons and persons with disabilities, were increased by 10% across all zones. On July 1, 2011, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class. The Authority also implemented a second 10% increase in PATCO passenger fares. On December 1, 2015, the Authority reintroduced a "frequent bridge traveler credit", which paid $18 in monthly credits to passenger vehicles with a minimum of 18 bridge crossing per month.

126 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT STATISTICAL SECTION

REVENUE CAPACITY DATA (Unaudited) (Continued) :

BRIDGE TRAFFIC BY VEHICLE CLASSIFICATION

2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Vehicle classification: Automobiles & light trucks 48,214 47,225 44,905 43,644 43,732 43,931 44,757 46,245 46,580 48,310 Trucks 3,304 3,137 2,865 2,713 2,571 2,505 2,542 2,603 2,548 2,890 Buses 239 236 217 228 231 236 250 260 276 287 Senior citizens 1,144 1,204 1,215 1,245 1,344 1,405 1,440 1,305 1,229 1,906 Other 3 3 3 2 2 3 3 1 4 6 Total traffic 52,904 51,805 49,205 47,832 47,880 48,080 48,992 50,414 50,637 53,399

BRIDGE TRAFFIC BY BRIDGE

2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Walt Whitman Bridge 19,901 19,945 19,634 18,665 18,086 18,311 18,806 19,579 20,022 20,877 Ben Franklin Bridge 18,532 18,367 17,591 17,642 18,292 18,285 18,286 18,459 18,571 19,296 Betsy Ross Bridge 6,983 6,182 5,158 4,923 4,993 5,090 5,429 5,821 5,595 6,511 Commodore Barry Bridge 7,488 7,311 6,822 6,602 6,509 6,394 6,471 6,555 6,449 6,715 Total traffic 52,904 51,805 49,205 47,832 47,880 48,080 48,992 50,414 50,637 53,399

PATCO TRANSIT SYSTEM OPERATING REVENUES

2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Passenger fares $ 26,562 $ 26,073 $ 24,943 $ 24,257 $ 25,908 $ 26,035 $ 24,004 $ 21,956 $ 22,028 $ 21,459 Other revenues 1,799 1,943 1,661 1,506 1,699 1,957 1,817 1,968 1,606 1,507 Total operating revenues $ 28,361 $ 28,016 $ 26,604 $ 25,763 $ 27,607 $ 27,992 $ 25,821 $ 23,924 $ 23,634 $ 22,966

On September 14, 2008, passenger fares, were increased by 10% across all zones. On July 1, 2011, passenger fares were increased by an additional 10%.

PATCO PASSENGER FARES

2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Lindenwold/Ashland/Woodcrest $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 2.70 $ 2.70 $ 2.70 Haddonfield/Westmont/Collingswood 2.60 2.60 2.60 2.60 2.60 2.60 2.60 2.35 2.35 2.35 Ferry Avenue 2.25 2.25 2.25 2.25 2.25 2.25 2.25 2.05 2.05 2.05 New Jersey 1.60 1.60 1.60 1.60 1.60 1.60 1.60 1.45 1.45 1.45 City Hall/Broadway/Philadelphia 1.40 1.40 1.40 1.40 1.40 1.40 1.40 1.25 1.25 1.25

On September 14, 2008, passenger fares, were increased by 10% across all zones. On July 1, 2011, passenger fares were increased by an additional 10%.

PATCO TRANSIT SYSTEM RIDERSHIP

2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Passengers 10,839 10,653 10,169 10,007 10,542 10,613 10,506 10,109 10,022 10,338

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 127 STATISTICAL SECTION

DEBT CAPACITY DATA (Unaudited) :

During the period 2010 to 2017, the Authority's debt service coverage (DSC), has been impacted by the increased debt service requirements related to the issuance of $785 million in fixed rate debt in 2010 and 2013. DSC increased in 2017, to 2.09X vs. 2016's performance of 1.92X, largely as a result of higher net revenues available for debt service, the highest level in DRPA history, and a slight reduction in total debt service.

During the period, 2010-2013, growth in net revenues from $157.5 million to $211.2 million helped propel an increase in DSC from 1.78X to a ten-year high of 2.66X in 2012. DSC grew during that time period despite higher debt service costs related to the issuance of the 2010 revenue bonds. Beginning in 2012, annual debt service was reduced by the early redemption of approximately $24 million in 1999 revenue bonds, which was a major factor in the growth of the DSC from 2.08X to 2.64X in the period 2011 through 2013. In 2014, DSC dropped as a result of the issuance of the 2013 revenue bonds and it has hovered around the 2.00X level for the past 4 years.

Prior to the issuance of the 2013 revenue bonds, total debt outstanding had decreased from $1.4 billion to $1.2 billion in the period 2010 to 2012. Total funded debt outstanding increased to $1.65 billion during 2013, but has since dropped to $1.45 billion in 2017, a decrease of $200 million.

For additional information on the Authority's debt service coverage, total outstanding debt, and the ratio of revenue bond debt per customer, please refer to the schedules that follow, including: the DRPA's bridge traffic, PATCO passenger trips, and other revenues.

Last Ten Fiscal Years (In Thousands)

DEBT SERVICE COVERAGE

2017 2016 2015 2014 2013 2012 2011 * 2010 * 2009 * 2008 Revenues available for Debt Service: Bridge operating $ 337,393 $ 326,453 $ 313,675 $ 304,969 $ 300,314 $ 299,182 $ 272,734 $ 248,632 $ 247,564 $ 214,671 Interest income 561 527 157 152 152 154 155 156 559 777 337,954 326,980 313,832 305,121 300,466 299,336 272,889 248,788 248,123 215,448

Less expenses: Bridge operating 54,116 50,737 47,885 53,466 53,042 56,325 49,369 52,003 49,924 54,393 General and administration 51,938 59,558 48,378 41,347 38,932 44,277 40,536 46,272 35,457 34,974 106,054 110,295 96,263 94,813 91,974 100,602 89,905 98,275 85,381 89,367

Add: Bridge Repainting Expense ------4,363 GASB 45 Expense (exclusive of PATCO) 3,635 3,843 4,694 4,694 400 1,635 1,005 6,012 6,012 6,219 Interest Income: 1998, 1999, 2008, 2010 and 2013 Revenue Bonds 2,666 2,361 2,342 2,349 2,352 2,086 2,387 983 2,602 3,226 6,301 6,204 7,036 7,043 2,752 3,721 3,392 6,995 8,614 13,808 Net revenues available for Debt Service: 1998 Revenue Bond Indenture $ 238,201 $ 222,889 $ 224,605 $ 217,351 $ 211,244 $ 202,455 $ 186,376 $ 157,508 $ 171,356 $ 139,889

Debt Service (Revenue Bonds):** Swap Payments (net) $ 24,634 $ 28,835 $ 32,351 $ 34,681 $ 36,206 $ 37,736 $ 39,250 $ 40,687 $ 18,793 $ 12,634 1998, 1999 Revenue Bonds - - - - - 6,450 19,391 26,956 42,026 56,839 2008 Revenue Refunding Bonds 23,188 23,994 18,648 17,746 15,775 15,155 14,534 12,497 12,189 3,584 2010 Revenue Bonds 15,429 15,429 15,429 15,429 15,429 15,429 15,429 7,114 - - 2010 Revenue Refunding Bonds 27,201 24,288 21,560 20,445 11,805 1,245 1,033 1,149 - - 2013 Revenue Bonds 23,655 23,655 23,655 23,655 854 - - - - - Total Debt Service $ 114,107 $ 116,201 $ 111,643 $ 111,956 $ 80,069 $ 76,015 $ 89,637 $ 88,403 $ 73,008 $ 73,057

Debt Service coverage (Times) : 1998 Bond Indenture 2.09 1.92 2.01 1.94 2.64 2.66 2.08 1.78 2.35 1.91

* During 2011, the Authority changed its accounting method to remove the projected costs of bridge repainting. Figures for 2010 and 2009 have been restated. ** Debt service for the years 2010 through 2016 have been restated.

FUNDED DEBT* 2017 * 2016 * 2015 * 2014 * 2013 * 2012 * 2011 * 2010 2009 2008 Outstanding Revenue Bond related debt $ 1,298,855 $ 1,341,686 $ 1,382,263 $ 1,420,724 $ 1,450,720 $ 978,185 $ 1,034,519 $ 1,065,375 $ 785,075 $ 807,890 Outstanding Port District Project Bond debt 155,966 168,603 180,735 192,454 203,995 209,603 314,470 303,554 321,915 339,645 Total outstanding debt $ 1,454,821 $ 1,510,289 $ 1,562,998 $ 1,613,178 $ 1,654,715 $ 1,187,788 $ 1,348,989 $ 1,368,929 $ 1,106,990 $ 1,147,535

* Figures for 2011 through 2017 include the implementation of Governmental Accounting Standards Board Statement No. 65, Items Previously Reported as Assets and Liabilities.

RATIO OF DEBT PER CUSTOMER (Based on Revenue Bond debt)

2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Outstanding Revenue Bond related debt $ 1,298,855 $ 1,341,686 $ 1,382,263 $ 1,420,724 $ 1,450,720 $ 978,185 $ 1,034,519 $ 1,065,375 $ 785,075 $ 807,890 Total annual debt service related to revenue bonds $ 114,107 $ 116,201 $ 111,643 $ 111,956 $ 80,069 $ 76,015 $ 89,637 $ 88,403 $ 73,008 $ 73,057 Total traffic 52,904 51,805 49,205 47,832 47,880 48,080 48,992 50,414 50,637 53,399 Outstanding revenue bond debt per customer $ 24.55 $ 25.90 $ 28.09 $ 29.70 $ 30.30 $ 20.34 $ 21.12 $ 21.13 $ 15.50 $ 15.13 Outstanding total bond debt per customer $ 27.50 $ 29.15 $ 31.77 $ 33.73 $ 34.56 $ 24.70 $ 27.53 $ 27.15 $ 21.86 $ 21.49 Debt service per customer $ 2.16 $ 2.24 $ 2.27 $ 2.34 $ 1.67 $ 1.58 $ 1.83 $ 1.75 $ 1.44 $ 1.37

Source: The Authority

128 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT STATISTICAL SECTION

DEMOGRAPHIC AND ECONOMIC DATA (Unaudited)

The following figures provide four key external factors during the ten years from 2007-2016 that affected the geographic region in which the Authority functions; this region is the Port District, which is comprised of the counties of Bucks, Chester, Delaware, Montgomery, and Philadelphia in Pennsylvania, and the counties of Atlantic, Burlington, Camden, Cape May, Cumberland, Gloucester, Ocean, and Salem in New Jersey.

Based on the most recent data (2016 is the latest year for which this information is available), population increased in the Pennsylvania counties by 5.5% (about 213,000) since 2007. The unemployment rate in the Philadelphia Metropolitan Region for the period of 2007 through 2016 reflected a high of 8.75% in 2012 and a low of 4.12% in 2015. Five of the top ten employers in the Pennsylvania counties were health care organizations. There was an increase in the population of the Pennsylvania counties along with an increase in the unemployment rate during 2016 versus 2015.

Population increased in the New Jersey counties by 1.06% (about 25,000) since 2007. The unemployment rate in the New Jersey Metropolitan Region for the period of 2007 through 2016 reflected a high of 11.51% in 2010 and a low of 5.16% in 2007. In the New Jersey counties there were decreases in both population and in the unemployment rate through 2016 versus 2015. The unemployment rate in 2016 improved from a rate of 6.55% in 2015 to 6.40%.

Please refer to the following schedules below for a historical view of the demographic information and area employers within the Port District.

Last Ten Fiscal Years

PENNSYLVANIA PORT DISTRICT

2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 Population (1) 4,095,710 4,093,906 4,079,583 4,051,649 4,054,478 4,030,926 4,010,290 4,012,573 3,991,897 3,882,564 Total Personal Income (1) $215,630,683 $247,311,935 $235,663,042 $222,749,066 $212,668,430 $204,488,875 $195,158,270 $191,619,984 $189,058,438 $184,342,322 Per Capita Personal Income (1) $52,648 $60,410 $57,766 $54,977 $52,453 $50,730 $48,664 $47,755 $47,361 $47,480 Unemployment Rate (2) 4.80% 4.12% 5.48% 8.67% 8.75% 8.50% 8.71% 7.91% 5.37% 4.36%

Sources:

(1) United States Dept of Commerce, Bureau of Economic Analysis. BEA Regional Economic Account data was used for each PA Port District county served by the DRPA. Figures here are totals for all counties in the PA Port District. (2) United States Department of Labor, Bureau of Labor Statistics, Local Area Unemployment Statistics

PENNSYLVANIA PORT DISTRICT TOP TEN EMPLOYERS

# of Employees % of Employment # of Employees % of Employment 1. University of Pennsylvania & Health System 39,033 1.30% 6. Vanguard Group, Inc. 10,000 0.33%

2. Thomas Jefferson University & Jefferson Health 23,000 0.77% 7. Temple University Health System 9,478 0.32%

3. Comcast Corporation 14,531 0.48% 8. Virtua 9,382 0.31%

4. Drexel University 11,172 0.37% 9. CVS Health 9,000 0.30%

5. Main Line Health 11,000 0.37% 10. Temple University 8,540 0.28%

List excludes Federal Government Agencies (Federal Reserve Bank, U.S. Mint, U.S. District Court, Internal Revenue Service and U.S. Military), City Departments (Police and Fire Departments, Streets Department, Courts and the Water and Gas Company) and area School Systems (including Board of Education).

Sources: 1) Philadelphia Business Journal, 2) Select Greater Philadelphia, Regional Data, Leading Employers

NEW JERSEY PORT DISTRICT

2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 Population (1) 2,426,915 2,430,329 2,430,669 2,462,132 2,438,673 2,425,526 2,422,041 2,419,475 2,411,118 2,401,441 Total Personal Income (1) 119,218,475 $ 116,326,643 $ 112,933,065 $110,208,947 $103,930,739 $102,916,280 $101,195,650 $99,031,079 $98,568,702 $92,444,597 Per Capita Personal Income (1) $49,123 $47,865 $46,462 $44,762 $42,618 $42,430 $41,781 $40,931 $40,881 $38,495 Unemployment Rate (2) 6.40% 6.55% 8.58% 10.07% 10.20% 11.10% 11.51% 10.84% 6.07% 5.16%

Sources:

(1) United States Dept of Commerce, Bureau of Economic Analysis. BEA Regional Economic Account data was used for each NJ Port District county served by the DRPA. Figures here are totals for all counties in the NJ Port District. (2) United States Department of Labor, Bureau of Labor Statistics, Local Area Unemployment Statistics

NEW JERSEY PORT DISTRICT TOP TEN EMPLOYERS

# of Employees % of Employment # of Employees % of Employment 1. Wakefern Food Corporation 40,000 1.33% 6. United Airlines 12,000 0.40%

2. Walmart Stores 20,383 0.68% 7. Bank of America 10,500 0.35%

3. United Parcel Service 19,243 0.64% 8. Johnson & Johnson 9,600 0.32%

4. Verizon Communications 14,600 0.49% 9. Acme Markets 9,465 0.32%

5. Home Depot 13,936 0.46% 10. Prudential Financial 9,357 0.31%

List excludes Federal Government Agencies (Federal Reserve Bank, U.S. Mint, U.S. District Court, Internal Revenue Service and U.S. Military), City Departments (Police and Fire Departments, Streets Department, Courts and the Water and Gas Company) and area School Systems (including Board of Education).

Sources: 1) NJ.gov Leading Employers, 2) Select Greater Philadelphia, Regional Data, 3) Ocean County Data Book, 4) The Press, Atlantic City, 5) New Jersey Business & Industry Association

EMPLOYMENT SHARES BY SECTOR: GREATER PHILADELPHIA REGION 2016 Const., Nat Res & Mining, Public Administration, 4.7% Manufacturing, 6% 4.9% Other Services, 4.5%

Leisure & Hospitality, 9.1% Trade, Transp. & Utilities, 18.9%

Information Technology, Education & Health 1.7% Services , 26.6% Financial Services, 7.5%

Prof. & Business Services, 16.1%

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 129 STATISTICAL SECTION

OPERATING INFORMATION (Unaudited) :

Overall bridge operating revenues, and more specifically bridge toll revenues, have shown positive growth for the ten-year period shown below. Toll revenues for the fiscal years 2008 through 2010 increased significantly due to the 2008 toll increase, while revenues beginning in 2012 increased sharply relative to prior years, due to the mid-year 2011 toll increase. For the past six years, toll revenues have exceeded $290 million, and, for the past three years, toll revenues have exceeded $300 million. During 2017, net toll revenues reached $331.3 million annually, the highest in DRPA history. These higher revenues were largely attributable to a 1.1 million increase in traffic during 2017.

General expenses which had fallen below $200 million in 2013, increased beyond this level beginning in 2014, as interest expense rose due to the issuance of new bonds in December 2013. General expenses totaled $232.8 million, down $5.8 million, from the previous year, due to lower G&A expenses and interest costs (total decrease of $9.5 million). Total bridge operational expenses increased in 2017, primarily due to salary and employee benefits and equipment and supply costs. These costs were partially offset by reductions in maintenance and repairs. G&A expenses decreased primarily in the areas of pension, public liability reserve adjustments, bi-ennial expenditures, etc.

The Authority's capital expenditures have averaged about $130 million during the past four (4) years. During 2011 and 2012, capital expenditures, exceeded $100 million for the first times during the ten- year period shown. In 2014 capital expenditures jumped to nearly $132.0 million, up from $87.5 million in 2013 a $44.5 million or 50.9% increase. The increase was related to several major projects such as the Ben Franklin/PATCO track rehabilitation project, PATCO transit car overhaul, and redecking anchorage spans on the Walt Whitman Bridge. The continuation of many of these projects resulted in 2015 capital expenditures totaling $137.3 million, up $5.3 million (or 4.0%) vs. 2014 totals, this being the second highest total during the ten year historical period (2011 expenditures were the highest at $158.8 million). During 2017, capital expenditures increased to $133.2 million, an increase of $9.1 million (or 7.35%) over the $124.1 million expended in 2016. Capital expenditures were primarily funded with both bond project funds and General Funds, with some federal funding.

Please refer to the schedules that follow for a historical view of the Authority's bridge operating revenues and general expenses during the past ten years.

Last Ten Fiscal Years (In Thousands)

BRIDGE OPERATING REVENUES

2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Toll revenues by vehicle classification: Automobiles & light trucks $ 240,079 $ 234,982 $ 225,263 $ 219,197 $ 219,379 $ 220,379 $ 201,483 $ 184,439 $ 184,260 $ 155,009 Trucks 85,548 81,352 76,389 72,377 68,298 66,087 60,383 54,856 53,697 49,467 Buses 2,383 2,354 2,189 2,278 2,310 2,370 2,271 2,074 2,187 1,640 Senior citizens 2,860 3,010 3,037 3,113 3,360 3,512 3,123 2,308 2,268 2,389 Other 418 679,923 361,861 302,000 516 462 425 202 208 351 Total toll revenues 331,288 322,378 307,240 297,267 293,863 292,810 267,685 243,879 242,620 208,856 E-ZPass CSC Revenue Allocation 249 (2,600) Net toll revenues $ 331,537 $ 319,778 Other bridge operating revenues 5,856 6,675 6,435 7,702 6,451 6,372 5,049 4,753 4,944 5,815 Total bridge operating revenues $ 337,393 $ 326,453 $ 313,675 $ 304,969 $ 300,314 $ 299,182 $ 272,734 $ 248,632 $ 247,564 $ 214,671

On September 14, 2008, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class and restructured the E-ZPass and senior citizen programs. Additionally, passenger fares, with the exception of fares for elderly persons and persons with disabilities, were increased by 10% across all zones. On July 1, 2011, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class. On December 1, 2015, the Authority reinstituted the E-ZPass frequent bridge traveler credit program. On November 16, 2016, the Authority's Board authorized an initial payment of $2.6 million to the NJ CSC based on a revenue allocation formula, under the new contract, which determined the DRPA's portion of past negative balance E-ZPass customer accounts. Toll revenues of $322.4 million have been adjusted for this commitment. In May 2017, the actual invoice payment for this commitment came in at $2.351 million. Current year revenues for 2017 were adjusted upward by $249 thousand to reflect this reduction in the amount due. Please see Note 15 for additional information.

GENERAL EXPENSES BY FUNCTION

2017 * 2016 * 2015 * 2014 2013 2012 2011 2010 2009 2008 Bridge operations: Salaries and employee benefits $ 47,739 $ 44,836 $ 39,605 $ 35,955 $ 34,184 $ 32,790 $ 30,743 $ 31,743 $ 32,496 $ 31,551 Equipment and supplies 1,323 991 203 187 209 159 194 259 212 212 Maintenance and repairs 1,807 1,996 3,408 3,905 3,356 1,990 3,327 3,433 3,234 3,417 Utilities 1,323 1,393 1,597 2,256 1,591 1,636 1,694 2,819 2,562 2,783 Insurance - - - 3,053 5,719 2,877 4,974 5,765 5,130 4,644 Other 1,924 1,521 3,072 8,110 7,983 16,873 8,437 12,335 10,442 11,786 Total bridge operations 54,116 50,737 47,885 53,466 53,042 56,325 49,369 56,354 54,076 54,393

PATCO transit system: Maintenance of way and power 13,153 12,363 12,308 11,469 11,263 10,770 10,865 11,261 11,552 10,229 Maintenance of equipment 6,406 9,009 7,256 6,728 6,547 6,157 6,149 7,666 7,156 6,696 Purchased power 3,908 3,776 4,396 4,712 4,688 4,270 5,230 5,667 5,359 5,656 Transportation 18,727 17,558 17,368 16,070 16,015 15,012 14,347 13,986 15,114 14,489 General insurance 1,774 1,036 1,902 2,564 1,583 1,276 4,288 876 767 1,256 Administration 6,430 6,370 6,029 5,587 4,298 4,771 4,011 8,059 7,863 7,795 Total PATCO transit system 50,398 50,112 49,259 47,130 44,394 42,256 44,890 47,515 47,811 46,121

Community impact 3,791 3,790 3,781 3,745 3,688 3,611 3,560 3,473 3,483 3,380 General administration 51,938 59,558 48,378 41,347 38,932 44,277 40,536 46,272 35,457 34,974 Port of Philadelphia and Camden - - 49 189 62 29 246 824 1,269 1,447 Interest 72,556 74,419 75,792 78,377 58,784 66,540 77,870 72,527 65,584 75,654 Total expenses $ 232,799 $ 238,616 $ 225,144 $ 224,254 $ 198,902 $ 213,038 $ 216,471 $ 226,965 $ 207,680 $ 215,969

From 2010 through 2013, total general expenses at DRPA and PATCO reflected a downward trend, decreasing from $226.96 million in 2010 to $198.90 million, a 14.1% decrease over the period. Total expenses for 2013 dropped below $200 million annually, the first time this has happened since 2006. Beginning in 2014, interest expense increased significantly due to the issuance of the 2013 revenue bonds, which greatly impact total expenses.

* Beginning in the year 2015, insurance expense has been recorded to general and administration.

130 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT STATISTICAL SECTION

OPERATING INFORMATION (Unaudited) (Continued) :

OPERATING STATISTICS

2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 DRPA Total Traffic 52,904 51,805 49,205 47,832 47,880 48,080 48,992 50,414 50,637 53,399 Non-Commercial Traffic 49,600 48,668 46,340 45,119 45,309 45,575 46,450 47,811 48,089 50,509 Commercial Traffic 3,304 3,137 2,865 2,713 2,571 2,505 2,542 2,603 2,548 2,890 Average Daily Traffic 145 142 135 131 131 132 134 138 139 146 Average Toll per Customer $ 6.26 $ 6.22 $ 6.24 $ 6.21 $ 6.14 $ 6.09 $ 5.46 $ 4.84 $ 4.79 $ 3.91 E-ZPass Traffic 34,941 33,569 31,342 30,182 29,635 29,098 28,983 28,911 28,367 28,130 % of E-ZPass Traffic 66.0% 64.8% 63.7% 63.1% 61.9% 60.5% 59.2% 57.3% 56.0% 52.7%

PATCO Total Passengers 10,839 10,653 10,169 10,007 10,542 10,613 10,506 10,109 10,022 10,338 Average Daily Passengers 30 29 28 27 29 29 29 28 27 28 Average Fare Per Passenger $ 2.45 $ 2.45 $ 2.45 $ 2.42 $ 2.46 $ 2.45 $ 2.28 $ 2.17 $ 2.20 $ 2.08

Average fare per passenger based on PATCO net passenger fare revenues

For 2016 and 2017, average toll is calculated on the gross toll revenues. Please see Note 16 for more information.

Source: DRPA Revenue Audit

FULL TIME AUTHORITY EMPLOYEES

2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 DRPA 574 558 568 564 572 567 564 582 595 589 PATCO 315 309 306 302 308 296 302 309 305 301 Total Full-time 889 867 874 866 880 863 866 891 900 890

Source: DRPA Human Resources

CAPITAL EXPENDITURES

2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Bridge and Transit System $ 133,218 $ 124,092 $ 137,267 $ 131,993 $ 87,468 $ 118,056 $ 158,812 $ 71,494 $ 75,481 $ 58,498

Source: DRPA Accounting

CAPITAL ASSET STATISTICS

Facility - Lane Miles 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Walt Whitman Bridge Main Span (lane miles) 14.7 14.7 14.7 14.7 14.7 14.7 14.7 14.7 14.7 14.7 Miles per Lane 2.1 2.1 2.1 2.1 2.1 2.1 2.1 2.1 2.1 2.1 Number of Lanes 7 7 7 7 7 7 7 7 7 7 Ben Franklin Bridge Main Span (lane miles) 12.67 12.67 12.67 12.67 12.67 12.67 12.67 12.67 12.67 12.67 Miles per Lane 1.81 1.81 1.81 1.81 1.81 1.81 1.81 1.81 1.81 1.81 Number of Lanes 7 7 7 7 7 7 7 7 7 7 Betsy Ross Bridge Main Span (lane miles) 7.5 7.5 7.5 7.5 7.5 7.5 7.5 7.5 7.5 7.5 Miles per Lane 1.25 1.25 1.25 1.25 1.25 1.25 1.25 1.25 1.25 1.25 Number of Lanes 6 6 6 6 6 6 6 6 6 6 Commodore Barry Bridge Main Span (lane miles) 14.0 14.0 14.0 14.0 14.0 14.0 14.0 14.0 14.0 14.0 Miles per Lane 2.8 2.8 2.8 2.8 2.8 2.8 2.8 2.8 2.8 2.8 Number of Lanes 5 5 5 5 5 5 5 5 5 5

Track Mileage PATCO Transit System 14.9 14.9 14.9 14.9 14.9 14.9 14.9 14.9 14.9 14.9

Number of PATCO NJ Stations 9 9 9 9 9 9 9 9 9 9 Number of PATCO PA Stations 4 4 4 4 4 4 4 4 4 4

Source: DRPA Engineering

DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT 131 STATISTICAL SECTION

Bridge & PATCO Operations

DRPA Bridge Traffic 2008-2017 DRPA Bridge Toll Revenues 2008-2017 (in millions of vehicles) (in millions of dollars)

60 $300

50 $225 40

30 $150

20 $75 10

0 0 ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘16 ‘17 ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘16 ‘17

PATCO Passenger Ridership 2008-2017 PATCO Passenger Fare Revenues 2008-2017 (in millions of passengers) (in millions of dollars)

12 $24

10 $20

8 $16

6 $12

4 $8

2 $4

0 0 ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘16 ‘17 ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘16 ‘17

Notes: • On September 14, 2008, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class and restructured the E-ZPass and senior citizen program. PATCO fares also increased. • On July 1, 2011, the Authority implemented a 25% across-the-board toll increase and a 10% PATCO passenger fare increase. • On December 1, 2015, the Authority reinstituted the E-ZPass Frequent Bridge Traveler Credit Program.

132 DRPA 2017 COMPREHENSIVE ANNUAL FINANCIAL REPORT Delaware River Port Authority Comprehensive Annual Financial Report for the Years Ended December 31, 2017 and 2016

PRODUCED BY: DRPA Corporate Communications Michael D. Williams

FINANCIAL DATA COMPILED BY: Stephen Ardire Darcie de Beaumont, MBA, CPA Jennifer A. DePoder John F. Lotierzo, CPA, CGMA James M. White, Jr., CCM

PRINTED BY: DRPA Printing Services Government Finance Officers Association Certificate of Achievement for Excellence in Financial Reporting Presented to Delaware River Port Authority For its Comprehensive Annual Financial Report for the Fiscal Year Ended December 31, 2016

Executive Director/CEO

For the twenty-fifth consecutive year the Delaware River Port Authority was awarded the Certificate of Achievement for Excellence in Financial Reporting by the Government Finance Officers Association of the United States and Canada for its 2016 Comprehensive Annual Financial Report.

OF PENNSYLVANIA & NEW JERSEY

One Port Center • 2 Riverside Drive PO Box 1949 Camden, NJ 08101-1949

(856) 968-2000 www.drpa.org

2018 First Quarter

Financial Statement

DELAWARE RIVER PORT AUTHORITY BALANCE SHEET March 31, 2018 UNAUDITED Restricted Funds Restricted Funds Restricted Funds March 31, 2018 December 31, 2017 Capital Revenue General Maintenance Bond Service Bond Reserve Project Combined Combined Fund Fund Fund Fund Funds Funds Funds Total Total PY Assets Current Assets Cash and Cash Equivalents $ 2,633,095 $ 29,218,536 $ 31,851,631 $ 30,923,831 Investments 550,907,643 550,907,643 570,604,982 Accounts Receivable net of Allowance 6,999,766 10,001,462 17,001,228 14,196,022 Accrued Interest Receivable 489,980 489,980 444,424 Transit System and Storeroom Inventories 337,706 5,719,499 6,057,205 6,043,544 Prepaid Expenses 3,460,733 1,345,422 4,806,156 5,949,110 Economic Development Loans net Current Portion 409,510 409,510 420,936 Restricted Assets Cash and Cash Equivalents 5,938,834 536,831 $ 6,475,665 7,800,970 Investments 8,347,097 5,179,852 29,190,194 131,702,079 772,269 175,191,491 225,689,292 Accrued Interest Receivable 3,605 3,605 3,605 Total Current Assets $ - $ 27,717,231 $ 598,092,052 $ 5,179,852 $ 29,190,194 $ 131,702,079 $ 1,312,705 $ 793,194,113 $ 862,076,717 Non Current Assets Restricted Investments for Capital Assets $ - $ 2,929,338 Capital Assets net of Accumulated Depreciation Land 74,050,809 25,000 74,075,809 74,075,809 Construction in Progress 594,005,636 594,005,636 576,699,137 Bridges and Related Buildings and Equipment 534,155,194 534,155,194 544,578,436 Transit Property and Equipment 360,475,113 360,475,113 366,090,830 Port Enhancements 1,294,610 1,294,610 1,372,489 Total Non current Assets $ 1,563,981,362 $ - $ 25,000 $ - $ - $ - $ - $ 1,564,006,362 $ 1,565,746,040 Other Economic Development Loans net Non Current Portion 11,578,661 11,578,661 11,669,612 Debt Issuance Costs net of Amortization 862,584 106,371 968,955 994,066 Total Other Assets 862,584$ -$ 11,685,032$ -$ -$ -$ -$ 12,547,616$ 12,663,678$ $ - Total Non Current Assets $ 1,564,843,946 $ - $ 11,710,032 $ - $ - $ - $ - $ 1,576,553,978 $ 1,578,409,718 Total Assets 1,564,843,946$ 27,717,231$ 609,802,084$ 5,179,852$ 29,190,194$ 131,702,079$ 1,312,705$ 2,369,748,091$ 2,440,486,435$ Deferred Outflows of Resources Accumulated Decrease in Fair Value of Hedge 63,269,166 63,269,166 63,269,166 Pension Related Amounts - 34,565,110 8,116,459 42,681,569 42,681,569 Loss on Refunding of Debt 4,201,803 1,808,398 6,010,201 6,396,829 Total Deferred Outflows of Resources 67,470,969$ 34,565,110$ 9,924,856$ -$ -$ -$ -$ 111,960,936$ 112,347,564$ Liabilities Current Liabilities Accounts Payable Retained Amounts on Contracts 5,988 13,786,146 13,792,134 12,865,401 Other Accounts Payable 3,873,231 8,049,076 11,922,307 24,021,858 Accrued Liabilities Claims and Judgments 362,420 1,084,031 1,446,451 1,634,610 Self Insurance 895,980 766,235 1,662,215 1,749,779 Pension 3,106,761 902,047 4,008,808 13,421,836 Sick and Vacation Leave Benefits 1,518,024 283,992 1,802,017 1,813,303 Other Accrued Liabilities 1,168,900 710,770 1,879,670 1,895,711 Unearned Revenue 1,494,685 2,070,859 3,565,544 3,512,571 Liabilities Payable Restricted Assets Accrued Interest Payable 12,170,370 12,170,370 23,978,150 Bond Payable - Current 44,645,000 14,405,000 59,050,000 55,865,000 Total Current Liabilities 44,645,000$ 12,425,988$ 42,058,158$ -$ 12,170,370$ -$ -$ 111,299,516$ 140,758,220$ Non Current Liabilities Accrued Liabilities Claims and Judgments 543,630 1,626,047.18 2,169,677 2,451,915 Self Insurance 1,343,969 1,149,352.65 2,493,322 2,624,668 Sick and Vacation Leave Benefits 2,277,036 425,988.37 2,703,025 2,719,955 Net Pension Liability 133,604,791 20,198,748 153,803,539 153,803,539 Other Post Employment Liabilities 10,372,104 4,106,814 14,478,918 14,478,918 Unearned Revenue 2,242,027 3,106,289.15 5,348,316 5,268,857 Premium payment payable - Derivative 17,612,935 17,612,935 17,612,935 Derivative Instrument - Interest Rate SWAP 63,269,166 6,981 26,526 63,302,672 63,302,672 Bonds Payable net of Amortizations 1,209,429,492 129,853,579 1,339,283,071 1,398,956,067 Total Noncurrent liabilities $ 1,290,311,594 $ 150,383,558 $ 160,466,818 $ - $ 6,981 $ 26,526 $ - $ 1,601,195,475 $ 1,661,219,525 Total Liabilities $ 1,334,956,594 $ 162,809,546 $ 202,524,975 $ - $ 12,177,351 $ 26,526 $ - $ 1,712,494,991 $ 1,801,977,745 Deferred Inflows of Resources Pension Related Amounts 5,823,788 900,217 6,724,005 6,724,005 Total Deferred Inflows of Resources -$ 5,823,788$ 900,217$ -$ -$ -$ -$ 6,724,005$ 6,724,005$ $ - Total Net Position 297,358,322$ (106,350,992)$ 416,301,748$ 5,179,852$ 17,012,843$ 131,675,553$ 1,312,705$ 762,490,031$ 744,132,248$

Page 1 DELAWARE RIVER PORT AUTHORITY Combined Statements of Revenues, Expenses and Changes in Net Position For the Periods Ended March 31 (Unaudited) (amounts expressed in thousands) Period Ending 3/31/2018 3/31/2017 Operating Revenues Bridges: Tolls (Schedule 4) 76,451,603$ 76,696,146$ Other Operating Revenues 1,535,686 1,681,287 Total Bridge Operating Revenues 77,987,289$ 78,377,433$ Transit System: Passenger Fares 6,365,973 6,572,463 Other Operating Revenues 371,807 411,150 Total Transit System Operating Revenues 6,737,780$ 6,983,613$ Total Operating Revenues $ 84,725,069 $ 85,361,046 Operating Expenses Operations 11,957,462 11,192,312 Transit System 11,136,324 9,910,383 Community Impact 124,999 947,867 General & Administrative 13,575,698 13,473,769 Port of Philadelphia & Camden - (137) Depreciation 16,177,468 14,610,604 Total Operating Expenses $ 52,971,951 $ 50,134,798 Operating Income $ 31,753,118 $ 35,226,248 Non Operating Revenues (Expenses) Interest Income 2,563,301 2,117,329 Change in FMV of Derivative Instruments - 2,563,301$ 2,563,301$ 2,117,329$ Interest on Funded Debt Port District Project Bonds, Series 1999 (287,499) (380,336) Amortization Expense PDP Series 1999 (15,196) (15,196) Refunding Revenue Bonds, Series 2008 (935,887) (678,906) 1995 Revenue Swap Payments (Rel 2008) (2,352,024) (2,865,418) Refunding Revenue Bonds, Series 2010 (1,109,886) (793,824) 1999 Revenue Swap Payments (Rel 2010) (2,951,730) (3,567,515) Revenue Bonds, Series D 2010 (3,863,550) (3,863,550) Amortization Expense Rev Bonds Series D 2010 (9,915) (9,915) Port District Project Refunding Bonds 2012 (1,123,484) (1,182,888) Revenue Bonds, Series 2013 (5,772,044) (5,772,044) (18,421,215)$ (18,421,215)$ (19,129,592)$ Economic Development Activities (13,841) (1,537,479) Gain (Loss) on Assets - - Other Grant Revenues 353,386 123,750 Other Non Operating Income 53,025 55,556 Other Non Operating Expenses (105,453) (98,522) Total Non Operating Revenues (Expenses) $ (15,570,797) $ (18,468,958) Income Before Capital Contributions 16,182,321$ 16,757,290$ Fed & State Capital Improvement Grants 2,175,461 991,272 Change in Net Position 18,357,783 $ 17,748,562 Net Position, January 1 744,132,248$ 655,240,965$ Net Position, March 31 $ 762,490,031 $ 672,989,527

Page 2 CONSOLIDATED STATEMENT OF CASH FLOWS For the Period Ended March 31 (Unaudited) (amounts expressed in thousands)

Cash Flow Statement 3 Months 3/31/2018 3/31/2017 Cash Flows From Operating Activities Receipts from Customers and Users 82,046$ 83,893$ Payment for Other Goods and Services (28,570) (26,413) Payments for Employee Services (27,963) (26,828) Net cash Provided by Operating Activities $ 25,513 $ 30,652

Cash Flows From Non Capital Financing Payments for Econ Dev Activity (14) (1,537) Repayment of Econ Development Loans 102 95 Grants Received 353 124 Proceeds from Non Operating Income 53 56 Payments for Non Operating Expenses (557) (549) Net Cash Provided by Non Capital Finance (62)$ (1,811)$

Cash Flows From Capital Financing Acquisition & Construction of Capital Asset (17,367) (20,558) Capital Contributions Received 2,175 991 Principal Paid on Bonded Debt (55,865) (52,870) Interest Paid on Debt (30,440) (31,299) Net Cash Provided by Capital Finance (101,497)$ (103,736)$ Cash Flows From Investing Activities Purchase of Investments (189,326) (194,529) Proceeds from Sale/Maturity Investments 262,451 258,680 Interest Received 2,524 2,165 Net Cash Provided by Investing Activity 75,648$ 66,315$

Net Increase (Decrease) in Cash and Equivalents $ (398) $ (8,580)

Cash, Beginning of Year $ 38,725 $ 43,614

Cash, End of Period $ 38,327 $ 35,035

Cash at March 31 38,327$ 35,035$ Unrestricted 31,852$ 33,738$ Restricted $ 6,476 $ 1,297

Page 3 Combined Supplemental Schedule of Changes in Fund Net Position Information by Fund For the Period Ended March 31, 2018 (Unaudited)

Restricted Restricted Funds Restricted Capital Revenue General Maintenance Bond Service Bond Reserve Combined Project March 31, 2018 ############### Fund Fund Fund Fund Funds Funds Funds Total Total Net Position (Deficiency), January 1 251,630$ (118,323)$ 410,660$ 5,139$ 56,461$ 133,916$ 4,650$ 744,132$ 655,241$

Revenues & Expenses: Operating Revenue 77,927 6,798 84,725 365,980 Operating Expenses (16,177) (11,892) (11,327) (39,396) (160,243) General & Administration Expense (11,213) (2,363) (13,576) (61,270) Investment Income 111 1,472 41 33 901 5 2,563 9,128 Interest Expense (106) 318 (18,632) (18,421) (72,556) Economic Development Activities (14) (14) (4,194) Other Non Operating Revenues (Expenses) (3) (49) (52) 2,623 Other Grant Revenues 353 353 1,867 Total Revenue & Expenses $ (16,284) $ 54,930 $ (4,812) $ 41 $ (18,599) $ 901 $ 5 $ 16,182 $ 81,334

Gov't Contributions for Cap Improvements 2,175 2,175 7,557 Total Interfund Transfers & Payments $ 62,012 $ (42,958) $ 8,278 $ (20,848) $ (3,142) $ (3,342)

Net Position (Deficiency) End of Period $ 297,358 $ (106,351) $ 416,302 $ 5,180 $ 17,013 $ 131,676 $ 1,313 $ 762,490 $ 744,132

Page 4 DELAWARE RIVER PORT AUTHORITY Other Postemployment Benefits Trust Combined Statement of Trust Net Position Available for Benefits For the Period Ended March 31, 2018 (Unaudited) (amounts expressed in thousands)

Assets 03/31/18 Investments $ 25,760

Total Assets 25,760

Liabilities Accrued Expenses (19)

Total Liabilities (19)

Net Position Held in Trust for Retiree Health Benefits 25,740

Total Net Position $ 25,740

The accompanying notes to combined financial statements are an integral part of this statement.

Page 5 DELAWARE RIVER PORT AUTHORITY Other Postemployment Benefits Trust Combined Statement of Changes in Trust Net Position For the Year Period Ended March 31, 2018 (Unaudited) (amounts expressed in thousands) Unaudited

Additions 3/31/2018 Employer Contributions - Investment Income (Loss) $ (6)

Total additions (6)

Deductions Benefit Payments Administrative Expenses (19)

Total deductions (19)

Increase (Decrease) in Net Position (25)

Net Position, January 1 25,766

Net Position, March 31, 2018 $ 25,740

The accompanying notes to combined financial statements are an integral p

Page 6 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies

Description of Operations: The Delaware River Port Authority (the “Authority”) is a public corporate instrumentality of the Commonwealth of Pennsylvania (the “Commonwealth”) and the State of New Jersey (the “State”), created with the consent of Congress by compact legislation between the Commonwealth and the State. The Authority has no stockholders or equity holders. The Authority is vested with the ownership, control, operation, and collection of tolls and revenues of certain bridges spanning the Delaware River; namely, the Benjamin Franklin, Walt Whitman, Commodore Barry, and Betsy Ross bridges. The Authority has also constructed, and owns, a high-speed transit system that is operated by the Port Authority Transit Corporation (“PATCO”). The transit system operates between Philadelphia, Pennsylvania and Lindenwold, New Jersey.

The costs of providing facilities and services to the general public on a continuing basis are recovered primarily in the form of tolls and fares. The Authority is a member of the E-ZPass Interagency Group, the largest interoperable electronic toll collection system in the world, comprised of twenty-nine (29) agencies in sixteen (16) states. Through March 31, 2018, customer participation in the E-ZPass electronic toll collection process exceeded seventy-four percent (74.51%) of its toll collection activity during rush hour periods. Toll revenues collected through E-ZPass now exceed seventy percent (71.6%) of total toll revenues.

The Authority owns its One Port Center headquarters building and leases several floors to various tenants. The building is managed by a real estate management firm, which is overseen by Authority senior management.

The Authority previously managed the RiverLink system, which operated a ferry service linking Philadelphia and Camden on a daily basis between May and September. On May 17, 2017, ownership and the title to the RiverLink Ferry Vessel (M/S Freedom) were conveyed to the Delaware River Water Corporation. As a result of this conveyance, the Authority neither has involvement nor responsibility for the operation of the vessel or ferry service.

Basis of Presentation: The combined financial statements of the Authority have been prepared in conformity with accounting principles generally accepted in the United States of America, as applied to governmental units. The Governmental Accounting Standards Board (“GASB”) is the accepted standard setting body for establishing governmental accounting and financial reporting principles.

As part of the Authority’s combined financial statements, two funds are maintained: a proprietary fund (enterprise fund) and a fiduciary fund (other employee benefit trust fund). The focus of enterprise funds is the measurement of economic resources, that is, the determination of operating income, changes in net position (or cost recovery), financial position, and cash flows. The focus of fiduciary funds is also the measurement of economic resources.

The enterprise fund is maintained on the accrual basis of accounting. Enterprise funds account for activities (i) that are financed with debt that is secured solely by a pledge of the net revenues from fees and charges of the activity; or (ii) that are required by law or regulations that the activity’s cost of providing services, including capital cost (such as depreciation or debt service), be recovered with fees and charges, rather than with taxes or similar revenues; or (iii) that the pricing policies of the activity establish fees and charges designed to recover its costs, including capital costs (such as depreciation or debt service). Under this method, revenues are recorded when earned and expenses are recorded when the related liability is incurred.

The fiduciary fund is also maintained on the accrual basis of accounting. The fiduciary fund accounts for the recording and accumulation of other postemployment benefit resources, which are held in trust for the exclusive benefit of the Authority’s retirees. This fund is referred to as the “Other Postemployment Benefits (“OPEB”) Trust.

Page 7 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

Cash and Cash Equivalents: The Authority considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents (Note 2) for purposes of the statement of cash flows. In addition, according to the various Indentures of Trust, which govern the flow and accounting of the Authority’s financial resources, certain accounts are required to be maintained in order to comply with the provisions of the Indentures of Trust. For the accounts that are restricted, the Authority has recorded the applicable cash and cash equivalents as restricted on the combined financial statements (Note 11).

Investment in Securities: Investments are stated at fair value, generally based on quoted market prices. Certain investments are maintained in connection with the Authority’s bonded debt (Notes 3 and 12) and the OPEB Trust. Likewise, as with cash and cash equivalents, the accounts that are restricted as per the various Indentures of Trust have been recorded as restricted investments on the combined financial statements (Note 11).

Accounts Receivable: The Authority establishes a provision for the estimated amount of uncollectible accounts based upon periodic analysis of collection history.

Transit System Inventory: Transit system inventory, consisting principally of spare parts for maintenance of transit system facilities, is stated at the lower of cost (first-in, first-out method) or market.

Debt Insurance Costs, Bond Premiums, Bond Discounts, and Loss on Refunding: Insurance purchased as part of the issuance of debt is amortized by the straight-line method from the issue date to maturity and is recorded as a noncurrent asset on the combined statements of net position. Bond premiums and discounts are amortized by the effective interest method from the issue date to maturity, and are presented as an adjustment to the face amount of the bonds. Likewise, a loss on refunding arising from the issuance of the revenue bonds and port district project bonds are amortized by the effective interest method from the issue date to maturity. The loss on refunding of debt, however, is classified as a deferred outflow of resources on the combined statements of net position.

Investment in Facilities: Investment in facilities is stated at cost, which generally includes expenses for legal expenses incurred during the construction period. Investment in facilities also includes the cost incurred for port-related projects, and improvements, enlargements and betterments to the original facilities. Replacements of existing facilities (except for primarily police and certain other vehicles whose estimated useful life is two years or less) are also recorded at cost. The related costs and accumulated depreciation of the property replaced are removed from the respective accounts, and any gain or loss on disposition is credited or charged to non-operating revenues or expenses. Assets capitalizable generally have an original cost of five thousand dollars or more and a useful life in excess of three years. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, including those financed by federal and state contributions (Notes 7 and 13).

Asset lives used in the calculation of depreciation are generally as follows:

Bridges, freeways and tunnels 100 years Buildings, stations and certain bridge components 35 - 50 years Electrification, signals and communications system 30 - 40 years Transit cars, machinery and equipment 10 - 25 years Computer equipment, automobiles and other equipment 3 - 10 years

Maintenance and Repairs: Maintenance and repair costs considered necessary to maintain bridge facilities in good operating condition are charged to operations as incurred.

Self-insurance: The Authority provides for the uninsured portion of potential public liability and workers’ compensation claims through self-insurance programs and charges current operations for estimated claims to be paid (Note 14).

Page 8 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

Pensions: For purposes of measuring the net pension liability, deferred outflows of resources and deferred inflows of resources related to pensions, and pension expense, information about the fiduciary net position of the Pennsylvania State Employees’ Retirement System (“SERS”) and the State of New Jersey Public Employees' Retirement System (“PERS”), and additions to/deductions from SERS and PERS fiduciary net position have been determined on the same basis as reported by the plans. For this purpose, benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value.

Economic Development Activities: The Authority establishes loan loss provisions for economic development loans receivable, based upon collection history and analysis of creditor’s ability to pay. The Authority has established a loss reserve in the amount of $1,345 as of March 31, 2018 and December 31, 2017 for its economic development loans outstanding.

Net Position: Net position is classified in the following three components:

Net Investment in Capital Assets: This component of net position consists of capital assets, net of accumulated depreciation, reduced, by the outstanding balances of any bonds, notes or other borrowings that are attributable to the acquisition, construction, or improvement of those assets. If there are significant unspent related debt proceeds at year-end, the portion of the debt attributable to the unspent proceeds is not included in the calculation of net investment in capital assets. Rather, that portion of the debt is included in the same net position component as the unspent proceeds.

Restricted: This component of net position consists of external constraints imposed by creditors (such as debt covenants), grantors, contributors, laws or regulations of other governments, or constraints imposed by law through constitutional provisions or enabling legislation, that restricts the use of net position.

Unrestricted: This component of net position consists of a net position that does not meet the definition of “restricted” or “net investment in capital assets.” This component includes net position that may be allocated for specific purposes by the Board. A deficiency will require future funding.

Operating and Non-Operating Revenues and Expenses: Operating revenues include all revenues derived from facility charges (i.e., toll revenues, which include E-ZPass revenues), PATCO operations (passenger fare, advertising and parking), and other revenue sources. Non-operating revenues principally consist of interest income earned on various interest-bearing accounts and on investments in debt securities.

Operating expenses include expenses associated with the operation, maintenance, and repair of the bridges, PATCO, Port of Philadelphia and Camden (“PPC”) operations, and general administrative expenses. Non-operating expenses principally include expenses attributable to the Authority’s interest on funded debt and economic development activities.

When both restricted and unrestricted resources are available for use, it is the Authority’s policy to use restricted resources first, then unrestricted resources as they are needed.

Debt Management: Total outstanding bond debt reflected on the combined statements of net position is net of unamortized bond discounts and premiums (Note 12). The Authority presently has two active interest rate hedge (swap) agreements (derivative instruments) with The Toronto-Dominion Bank and Wells Fargo Bank, N.A., respectively, to hedge interest rates on a portion of its outstanding long-term debt (Note 4).

Page 9 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

Derivative Instruments and the Related Companion Instruments: The Authority has entered into two interest rate swap agreements with the Bank of America, N.A. for the primary purposes of investing and for the aforementioned purpose of hedging interest rates on its outstanding long-term debt. In accordance with Governmental Accounting Standards Board Statement No. 53, Accounting and Financial Reporting for Derivative Instruments, all activity related to the interest rate swap agreements has been recorded on the combined financial statements and is further detailed in Note 4.

Budget: In accordance with Section 5.15 of the 1998 Revenue Refunding Bonds Indenture of Trust and its Supplemental Indentures and Section 5.07 of the 1999 and 2012 Port District Project Bond Indentures of Trust, the Authority must annually adopt an Annual Budget on or before December 31 for the ensuing year. Section 5.15 of the 1998 Revenue Refunding Bond Indenture of Trust requires that the Authority, on or before December 31, in each year, adopt a final budget for the ensuing year of (i) operational expenses, (ii) the PATCO Subsidy, (iii) the amount to be deposited to the credit of the Maintenance Reserve Fund, and (iv) the estimated amounts to be deposited into the Debt Service Fund, the Debt Service Reserve Fund, and the Rebate Fund. Each Annual Budget must also contain the Authority’s projections of revenues for the ensuing year demonstrating compliance with the covenant as to facility charges as set forth in Section 5.09 of the Indentures of Trust. On or before December 31 in each year, the Authority must file a copy of the Annual Budget for the ensuing year with the Trustees.

The Port District Project Bond Indentures require the following: the adopted budget must set forth, inter alia, the PATCO Subsidiary, the amount of any operating subsidy paid or payable by the Authority to or for the account of any other subsidiary of the Authority (including, without limitation, the Port of Philadelphia and Camden) and all other material operating expenses of the Authority payable from the General Fund. (See Note 11 for description of funds established under the Trust Indentures.) The Authority must also include the debt service payable on the bonds and any additional subordinated indebtedness during the ensuing year and all amounts required to be paid by the Authority into the Debt Service Reserve Fund or the Rebate Fund or to any Reserve Fund Credit Facility issuer during the ensuing year. On or before December 31, in each year, the Authority must file a copy of the Annual Budget for the ensuing year with the Trustees and Credit Facility Issuer.

The Authority filed the appropriate budgets as described above to its bond trustees by December 31, 2017 and 2016, in compliance with the bond indentures.

The Authority may at any time adopt an amended or supplemental Annual Budget for the remainder of the then-current year, which shall be treated as the Annual Budget under the provisions of the Indentures of Trust. A copy of any amended or supplemental Annual Budget must be promptly filed with the Trustees.

Interfunds: Interfund receivables/payables represent amounts that are owed, other than charges for goods and services rendered, to/from a particular fund. These receivables/payables are eliminated during the aggregation process.

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes: The Authority is a public corporate instrumentality of the State of New Jersey and the Commonwealth of Pennsylvania, and as described in its amended governing Compact, has been “deemed to be exercising an essential government function in effectuating such purposes,” and therefore is exempt from income taxes pursuant to the Internal Revenue Code (Section 115).

Page 10 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 2. Cash and Cash Equivalents

Custodial Credit Risk Related to Deposits: Custodial credit risk is the risk that, in the event of a bank failure, the Authority’s deposits might not be recovered. The Authority does not have a deposit policy for custodial credit risk. As of December 31, 2017 the Authority’s bank balance of $56,987 (including certificates of deposit of $14,008 classified as investments in the combined statements of net position), were exposed to custodial credit risk as follows: 2017 Uninsured and uncollateralized 9,132$ Uninsured and collateralized (collateral held by bank's department or agent, but not in the

Authority's name) 42,979$

Note 3. Investment in Securities (audited 12/31/17 information)

Excluding the investments of the OPEB Trust, the Authority’s investments in various securities are maintained for specified funds in accordance with the provisions of the Indenture of Trust adopted as of July 1, 1998 or the Authority’s General Fund investment policy (for unrestricted investments).

Custodial Credit Risk Related to Investments: For an investment, custodial credit risk is the risk that, in the event of the failure of the counterparty, the Authority will not be able to recover the value of its investments or collateral securities that are in possession of an outside party. The Authority’s investments at December 31, 2017 totaled $799,225. These investments consisted of short-term investments, asset backed securities, corporate bonds and notes, U.S. federal agency notes and bonds, and U.S. government treasuries. All of the Authority’s investments are maintained in the Authority’s name, by a third-party financial institution acting as the Authority’s agent.

As of December 31, 2017, the Authority had the following investments:

Maturities Fair Value (months Hierarchy Investment average) Level * 2017 Asset back securities 335.43 Level 1 80$ Corporate bonds and notes 37.14 Level 1 97,777 Short-term investments 20.49 Level 1 622,316 U.S. federal agency notes and bonds 223.15 Level 1 8,882 U.S. government treasuries 34.63 Level 1 56,162 785,217 785,217 Certificates of deposits held at banks 14,008 Total 799,225$

* Level 1 inputs are quoted (unadjusted) process in active markets for identical assets that the government can access at the measurement date. Observable markets include exchange markets, dealer markets, brokered markets and principal-to-principal markets.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. These inputs are derived from or corroborated by observable market data through correlation.

Level 3 inputs are unobservable inputs for the asset; they should be used only when the relevant Level 1 and Level 2 inputs are unavailable.

Page 11 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 3. Investment in Securities (Continued)

Custodial Credit Risk Related to Investments (Continued): The weighted average maturity of the Authority’s investment portfolio was 25.90 months as of December 31, 2017.

The short-term investments primarily consist of money market funds. Since these funds are held by a third party financial institution, and it is the policy of the Authority to re-invest these funds in investments with longer maturities, these amounts have been classified as investments, as opposed to cash and cash equivalents, in the combined statements of net position.

Interest Rate Risk: The Authority’s General Fund investment policy limits investment maturities (on unrestricted investments) as a means of managing its exposure to fair value losses arising from increasing interest rates and is as follows: the average effective duration of the portfolio is not to exceed twenty-four months, and the maximum effective duration of any individual security is not to exceed five years, unless otherwise specified.

Credit Risk: Investments are purchased in accordance with the 1998 Indenture of Trust and its Supplemental Indenture and General Fund investment parameters and generally include U.S. government obligations, money market funds, obligations of U.S. agencies or instrumentalities, and obligations of public agencies or municipalities rated in either of the two highest rating categories by Standard & Poor’s Ratings or Moody’s Investors Service. In accordance with the 1998 Indenture of Trust and its Supplemental Indentures and its General Fund investment guidelines, the Authority invests in corporate bonds and commercial paper rated A-1 by Standard & Poor’s Corporation.

Guaranteed income contracts are collateralized by U.S. government and agency securities, and debt obligations having a rating in the highest rating category from Moody’s Investors Service or Standard & Poor’s Rating Services.

As of December 31, 2017, the following are the actual ratings by Standard & Poor’s:

Asset Corporate U.S. Federal US Actual Backed Bonds Agency Notes Government Rating Securities and Notes and Bonds Treasuries AAA - 1,963$ - - AA+ - 1,903 8,312$ 53,817$ AA 3$ 2,903 - - AA- - 14,233 - - A+ - 3,793 - - A- - 4,992 - - A - 11,584 - - BBB+ - 4,396 - - BBB - 150 - - D 77 - - - Unrated - 51,860 570 2,345

80$ 80$ 97,777$ 8,882$ 56,162$

Page 12 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 3. Investment in Securities (Continued)

As of December 31, 2017, the following are the actual ratings by Moody’s:

Asset Corporate U.S. Federal US Actual Backed Bonds Agency Notes Government Rating Securities and Notes and Bonds Treasuries

Aaa - 2,413$ 7,952$ 55,664$ Aa1 - 1,205 - - Aa2 - 9,581 - - Aa3 - 8,414 - - A1 - 10,906 - - A2 3$ 3,474 - - A3 - 9,674 - - Baa1 - 251 - - C 77 - - - Unrated - 51,859 930 498 80$ 80$ 97,777$ 8,882$ 56,162$

Concentration of Credit Risk: The Authority’s investment policy on the concentration of credit risk for its General Fund investments states that no limitations exist on the purchase of investments in obligations of the U.S. government and U.S. federal agencies since they are fully guaranteed by the U.S. government.

For the purchase of investments in obligations of all other issuers, total investments held from any one issuer shall not exceed ten percent (10%) of the aggregate market value of the entire portfolio, except for repurchase agreements, which, from any one issuer, shall not exceed twenty-five percent (25%) of the aggregate market value of the portfolio.

As of March 31, 2018 and December 31, 2017 more than 5% of the Authority’s investments are with BNP Paribas Fortis commercial paper. These investments, classified in corporate bonds and notes, represent 7.0% and 6.5%, respectively, of the Authority’s total investments.

OPEB Trust:

As previously stated, the OPEB Trust accounts for the recording and accumulation of other postemployment benefit resources (Authority contributions), which are held in trust for the exclusive benefit of the Authority’s retirees. These contributions are invested by the Authority.

Custodial Credit Risk Related to Investments: The Authority’s investments at March 31, 2018 and December 31, 2018 totaled $25,760 and $25,785, respectively. These investments consisted of money market funds, corporate bonds and notes, U.S. federal agency notes and bonds, and U.S. government treasuries. All of the Authority’s investments are maintained in the Authority’s name, by a third-party financial institution acting as the Authority’s agent.

Page 13 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 3. Investment in Securities (Continued)

Custodial Credit Risk Related to Investments (Continued): As of March 31, 2018 and December 31, 2017, the Authority had the following investments in the OPEB Trust:

Investment 3/31/2018 12/31/2017 Short-Term Investments 5,293$ 5,301$ Corporate Bonds and Notes 3,957$ 3,125 U.S. Federal Agency Notes and Bonds 3,091 5,172 U.S. Government Treasuries 13,419 12,187 25,760$ 25,760$ 25,785$

The weighted average maturity of the Authority’s investment portfolio was 18.39 and 19.14 months as of December 31, 2017 and 2016, respectively.

Interest Rate Risk: The Authority’s investment policy for the OPEB Trust calls for investments predominately in fixed income assets (corporate bonds, US treasury and agency paper, totaling approximately 79% of the portfolio), with the remainder held in high quality money market securities.

Credit Risk: As of December 31, 2017, the actual ratings by Moody’s for the OPEB Trust investments were as follows:

Corporate U.S. Federal US Actual Bonds Agency Notes Government Rating and Notes and Bonds Treasuries

Aaa 546$ 4,675$ 12,187$ Aa1 150 - - Aa2 424 - - Aa3 400 - - A1 703 - - A2 450 - - A3 452 - - Unrated - 497 -

3,125$ 3,125$ 5,172$ 12,187$

Concentration of Credit Risk: As of December 31, 2017, more than 5% of the Authority’s investments were with the Federal Home Loan Bank, the Federal Home Loan Mortgage Corporation, and the Federal National Mortgage Association. These investments represent 28.21%, 17.93%, and 16.18%, respectively, of the Authority’s OPEB Trust investments.

Page 14 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 4. Derivative Instruments

In accordance with the requirements of Governmental Accounting Standards Board Statement No. 53, Accounting and Financial Reporting for Derivative Instruments (“GASBS 53”), related to derivative instruments, the Authority engaged a financial advisory firm to analyze the effectiveness of the two “cash- flow hedges” (specifically the 1995 and 1999 Revenue Bond swaptions). Both swaptions were found to be substantially effective. At March 31 2018, the value of the pay-fixed interest rate swap (1995 Revenue Bond Swaption) was ($28,565). At March 31, 2018, the value of the pay-fixed interest rate swap (1999 Revenue Bond Swaption) was ($34,704).The pay-fixed interest rate swaps are classified as deferred outflows of resources on the combined statements of net position, and total $63,269 at March 31, 2018.

Below shows the fair value balance and notional amounts of derivative instruments outstanding at December 31, 2017 and 2016, classified by type, and the changes in fair value of such derivative instruments for the year ended as reported in the 2017 and 2016 combined financial statements are as follows (debit (credit)):

Changes in Fair Value Fair Value at December 31, * Classifi- Classifi- cation Amount cation Amount Notional 2017 2016 2017 2016 2017 2016 Investment derivatives: Receive-fixed interest rate swaption (1999 PDP, Series B, Debt Interest Derivative Service Reserve Fund) revenue 24$ 47$ instrument (7)$ (31)$ 10,436$ 10,436$ Receive-fixed interest rate swaption (1999 Revenue Bonds Debt Interest Derivative Service Reserve Fund) revenue 91 177 instrument (27) (118) 39,657 39,657 Cash flow hedges: Pay-fixed interest rate swap (1995 Revenue Deferred Derivative Bonds Swaption) outflow 8,153 10,014 instrument (28,565) (36,718) 232,015 251,605 Pay-fixed interest rate swap (1999 Revenue Deferred Derivative Bonds Swaption) outflow 9,796 12,037 instrument (34,704) (44,500) 272,795 295,495

* Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. These inputs are derived from or corroborated by observable market data through correlation.

Objective and Terms of Hedging Derivative Instruments: The following table summarizes the objective and terms of the Authority’s hedging instruments outstanding at March 31, 2018:

Notional Effective Maturity Type Objective Amount Date Date Terms

Pay-fixed interest Hedge of changes Pay 5.447%; rate swap (1995 in cash flows of the receive 66% of Revenue Bonds 2008 Revenue one-month Swaption) Refunding Bonds 211,360$ 07/01/15 01/01/26 LIBOR Pay-fixed interest Hedge of changes Pay 5.738%; rate swap (1999 in cash flows of the receive 66% of Revenue Bonds 2010 Revenue one-month Swaption) Refunding Bonds 248,805$ 07/01/15 01/01/26 LIBOR

Page 15 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

1995 Revenue Bonds Swaption: On May 2, 2001, the Authority entered into the 1995 Revenue Bonds Swaption with UBS AG in the initial notional amount of $358,215. Under the 1995 Revenue Bonds Swaption, UBS AG had the option, exercisable 120 days preceding January 1, 2006, January 1, 2007, and January 1, 2008, to elect to have the 1995 Revenue Bonds Swaption commence on the January 1 next succeeding the exercise of the option.

Under the 1995 Revenue Bonds Swaption, (i) UBS AG was obligated to pay to the Authority $7,144 on January 1, 2006, as an exercise premium amount; (ii) UBS AG is obligated to pay periodic payments (payable monthly) to the Authority based upon a variable rate of 66% of the USD-LIBOR-BBA index; and (iii), the Authority is obligated to pay periodic payments (payable monthly) to UBS AG based upon a fixed rate of 5.447% per annum. The periodic interest rates are applied to the notional amount of the 1995 Revenue Bonds Swaption, which amortizes annually, commencing January 1, 2007, from its initial notional amount. Effective July 1, 2015, the Authority executed a novation transaction with the 1995 Revenue Bonds Swaption that replaced UBS AG with The Toronto-Dominion Bank as the counterparty to the Swaption. The Toronto-Dominion Bank effectively assumed all of the significant terms of the original Swaption (i.e.: notional amount, terms to maturity, payment terms, reference rates, time intervals, etc.). Only the net difference in the periodic payments is to be exchanged between the Authority and The Toronto-Dominion Bank.

The periodic payment obligations of the Authority under the 1995 Revenue Bonds Swaption are secured and payable equally and ratably with Bonds issued under the 1998 Revenue Bond Indenture. In addition to other Events of Default and Termination Events (as defined in the 1995 Revenue Bond Swaption), there exists an Additional Termination Event with respect to the Authority if the credit rating of Bonds issued under the 1998 Revenue Bond Indenture (without reference to municipal bond insurance or credit enhancement) falls below “Baa2” with respect to Moody’s Investors Service (“Moody’s”) or “BBB-” with respect to Standard & Poor’s Ratings Group (“S&P”) or Fitch Ratings (“Fitch”), or the Bonds cease to be rated by one of Moody’s, S&P or Fitch (and such rating agencies are still in the business of rating obligations such as the Bonds).

In consideration for entering into the 1995 Revenue Bonds Swaption, the Authority received a net up-front, non-refundable option payment in the amount of $22,446 from UBS AG (the original counterparty), which has been recorded on the combined financial statements as a noncurrent liability (premium payment payable - derivative companion instrument). In accordance with the provisions of GASBS No. 53, this derivative companion instrument is considered a “borrowing” resulting from the intrinsic value of the swaption at inception. During the option period, interest accretes at the effective rate implied by the cash flows on the borrowing at inception. Once the swaption is exercised, and becomes an active swap, a portion of the swap interest payments are attributed to principal and interest payments on the borrowing.

On September 3, 2005, UBS AG (the original counterparty) advised the Authority that it was exercising its option on this swaption as of January 1, 2006. As a result, UBS AG paid the Authority $7,144 on January 3, 2006 as an exercise premium, which has been recorded as an unearned revenue and is being amortized as interest revenue over the life of the interest rate swap agreement. The Authority made its initial net monthly swap payment in February 2006. The Authority is current on its 2018 monthly net swap interest payments to The Toronto-Dominion Bank (the current counterparty), which totaled $2,352 and $10,958 as of March 31, 2018 and December 31, 2017, respectively.

Because of the aforementioned swap novation transaction, effective July 1, 2015, wherein the UBS-AG swap was terminated and UBS-AG was replaced by a new counterparty, The Toronto-Dominion Bank, the Authority reduced its swap exposure because of the resulting more favorable terms for the Authority. The ratings of the current counterparty (The Toronto-Dominion Bank) to the 1995 Revenue Bonds Swap by Moody’s, S&P, and Fitch are A2, AA-, and AA-, respectively, as of March 31, 2018.

Page 16 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

1995 Revenue Bonds Swaption (Continued): As of March 31, 2018, the 1995 Revenue Bond Swaption had an at-the-mark value of ($34,301). As of March 31, 2018, the notional value of the swap was $211,360.

The following schedule represents the accretion of interest and amortization of the premium payment payable - derivative companion instrument through the term of the interest rate swap agreement, at an effective interest rate of 4.62324%:

Imputed Year Ending Beginning Interest Debt Ending December 31, Balance Accrual Payment Balance 2019 5,741 265 (1,561) 4,445 2020 4,445 205 (1,372) 3,278 2021 3,278 152 (1,173) 2,257 2022 2,257 104 (963) 1,398 2023-2025 1,398 110 (1,508) -

1999 Revenue Bonds Swaption: On May 2, 2001, the Authority entered into the 1999 Revenue Bonds Swaption with UBS AG in the initial notional amount of $403,035. Under the 1999 Revenue Bonds Swaption, UBS AG had the option, exercisable 120 days preceding January 1, 2010, January 1, 2011, and January 1, 2012, to elect to have the 1999 Revenue Bonds Swaption commence on the January 1 next succeeding the exercise of the option. Under the 1999 Revenue Bonds Swaption, if exercised, (i) UBS AG is obligated to pay periodic payments (payable monthly) to the Authority based upon a variable rate of 66% of the USD-LIBOR-BBA index, and (ii), the Authority is obliged to pay periodic payments (payable monthly) to UBS AG based upon a fixed rate of 5.738% per annum. The periodic interest rates are applied to the notional amount of the 1999 Revenue Bonds Swaption, which amortizes annually, commencing January 1, 2011, from its initial notional amount. Effective July 1, 2015, the Authority executed a novation transaction with the 1999 Revenue Bonds Swaption which replaced UBS AG with Wells Fargo Bank, N.A. as the counterparty to the Swaption. Wells Fargo Bank N.A. effectively assumed all of the significant terms of the original Swaption (i.e.: notional amount, terms to maturity, payment terms, reference rates, time intervals, etc.). Only the net difference in the periodic payments is to be exchanged between the Authority and Wells Fargo Bank, N.A.

Once exercised, the 1999 Revenue Bonds Swaption would continue (unless earlier terminated) through January 1, 2026. The periodic payment obligations of the Authority under the 1999 Revenue Bonds Swaption (if exercised) are secured and payable equally and ratably with Bonds issued under the 1998 Revenue Bond indenture. In addition to other Events of Default and Termination Events (as defined in the 1999 Revenue Bonds Swaption), there exists an Additional Termination Event with respect to the Authority if the credit rating of Bonds issued under the 1998 Revenue Bond Indenture (without reference to municipal bond insurance or credit enhancement), falls below “Baa2” with respect to Moody’s or “BBB-” with respect to S&P or Fitch, or the Bonds cease to be rated by one of Moody’s, S&P or Fitch (and such rating agencies are still in the business of rating obligations such as the Bonds).

In consideration for entering into the 1999 Revenue Bonds Swaption, the Authority received a net up-front, non-refundable option payment in the amount of $20,142 from UBS AG (the original counterparty), which has been recorded on the combined financial statements as a noncurrent liability (premium payment payable – derivative companion instrument). In accordance with the provisions of GASBS 53, this derivative companion instrument is considered a “borrowing” resulting from the intrinsic value of the swaption at inception.

Page 17 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

1999 Revenue Bonds Swaption (Continued): During the option period, interest accretes at the effective rate implied by the cash flows on the borrowing at inception. Once the swaption is exercised, and becomes an active swap, a portion of the swap interest payments are attributed to principal and interest payments on the borrowing.

On September 3, 2009, UBS AG (the original counterparty) advised the Authority that it was exercising its option on this swaption as of January 1, 2010. The Authority began making net interest payments to USB AG, commencing in February 2010, representing January’s net interest payment. The Authority is current on its 2018 monthly net swap interest payments to Wells Fargo Bank, N.A. (the current counterparty), which totaled $2,952 and $13,676 as of March 31, 2018 and December 31, 2017, respectively.

Because of the aforementioned swap novation transaction, effective July 1, 2015, wherein the UBS-AG swap was terminated and UBS-AG was replaced by a new counterparty, Wells Fargo Bank, N.A., the Authority reduced its swap exposure because of the resulting more favorable terms for the Authority. The ratings of the counterparty (Wells Fargo Bank, N.A.) to the 1999 Revenue Bonds Swap by Moody’s, S&P, and Fitch are Aa2, A+, and AA-, respectively, as of March 31, 2018. As of March 31, 2018, the 1999 Revenue Bond Swaption had an at-the-mark value of ($43,609). As of March 31, 2018, the notional value of the swap was $248,905.

The following schedule represents the accretion of interest and amortization of the premium payment payable - derivative companion instrument through the term of the interest rate swap agreement, at an effective interest rate of 4.71425%:

Imputed Year Ending Beginning Interest Debt Ending December 31, Balance Accrual Payment Balance 2019 8,409 396 (2,288) 6,517 2020 6,517 307 (2,013) 4,811 2021 4,811 227 (1,722) 3,316 2022 3,316 156 (1,415) 2,057 2023-2025 2,057 164 (2,221) -

Net Swap Payments: Using rates as of December 31, 2017 and assuming the rates are unchanged for the remaining term of the bonds, the following table shows the debt service requirements and net swap payments for the Authority’s hedged variable rate bonds:

Variable Rate Bonds Swap Interest Payments Total Year Ending Variable Net Bonds and December 31, Principal Interest Total Fixed Pay Received Pay Swaps

2019 47,155 7,320 54,475 23,147 4,252 18,894 73,369 2020 49,800 6,508 56,308 20,356 3,740 16,617 72,925 2021 52,595 5,649 58,244 17,409 3,198 14,211 72,455 2022 55,540 4,743 60,283 14,296 3,211 11,086 71,369 2023-2026 255,075 8,845 263,920 25,201 4,118 21,083 285,003

460,165$ 460,165$ 496,720$ 452,075$ 479,021$ 500,072$ 483,759$ 431,024$

Page 18 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

Objective and Terms of Investment Derivative Instruments: On August 21, 2000, the Authority entered into two (2) interest rate agreements with Bank of America, N.A. in the notional amounts of $39,657 (the “2000 Swaption #1”) and $10,436 (the “2000 Swaption #2”, and together with the 2000 Swaption #1, the “2000 Swaptions”). Under the 2000 Swaptions, Bank of America, N.A. has the option on certain future dates (two business days preceding July 1, 2005 and each January 1 and July 1 thereafter through and including July 1, 2025 with respect to the 2000 Swaption #1 and two business days preceding January 2, 2006 and each July 1 and January 1 thereafter through and including July 1, 2025 with respect to the 2000 Swaption #2) to cause the 2000 Swaption #1 or the 2000 Swaption #2, as applicable, to commence on the next succeeding January 1 or July 1.

If an option is exercised, the 2000 Swaption #1, or the 2000 Swaption #2, as applicable, would continue (unless earlier terminated) through January 1, 2026. The Authority’s obligations under the 2000 Swaptions are general unsecured corporate obligations.

If the options relating to the 2000 Swaption #1 or the 2000 Swaption #2 are exercised, Bank of America, N.A. is obligated to pay periodic interest payments (payable monthly) to the Authority based upon a fixed rate of 5.9229% per annum, and the Authority is obligated to pay periodic interest payments (payable monthly) to Bank of America, N.A. at a variable rate based upon the Securities Industry and Financing Markets Association (SIFMA) (formerly the BMA Municipal Swap Index) (a tax-exempt variable rate index). Only the net difference in the periodic payments owed would be exchanged between Bank of America, N.A. and the Authority. As of March 31, 2018, Bank of America, N.A. has not exercised its options on the aforementioned swaptions with a value totaling ($24.5).

In consideration for entering into the 2000 Swaptions, the Authority received a net up-front, non-refundable option payments in the aggregate amount of $1,400 from Bank of America, N.A., which represented the time value for holding the written option. Such payments were initially recorded as unearned revenue and amortized as interest revenue. These net up-front, non-refundable option payments have been fully amortized.

Risks Related to Derivative Instruments:

Credit Risk: For the period and year ended March 31, 2018 and December 31, 2017, the Authority was not exposed to credit risk on its hedging derivative instruments or investment derivatives as all such derivative instruments were in a liability position based on their fair values. The credit ratings of the counterparties, for the active swaps, however, are Aa2, A+, AA- (Wells Fargo), and A2, AA-, AA- (TD Bank, N.A.) as rated by Moody’s, S&P, and Fitch, respectively, as of March 31, 2018.

Interest Rate Risk: The Authority is exposed to interest rate risk on its derivative instruments. On its pay-variable, received-fixed interest rate swaptions, as the Securities Industry and Financing Markets Association (SIFMA) rate increases, the Authority’s net payments on the swaptions, if exercised, increases. On its pay-fixed, receive-variable interest rate swaps, as the LIBOR rate decreases, the Authority’s net payments on the swaps increases. While the Authority’s net payments may increase, these increases are partially offset by the variable rate bonds rate.

Basis Risk: The Authority is exposed to basis risk on its pay-fixed interest rate swap hedging derivative instruments because the variable-rate payments received by the Authority on these hedging derivative instruments are based on a rate or index other than interest rates the Authority pays on its hedged variable-rate debt, which is remarketed every five (5) days.

Termination Risk: The Authority or its counterparties may terminate a derivative instrument if the other party fails to perform under the terms of the contract.

Page 19 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

Risks Related to Derivative Instruments (Continued):

Rollover Risk: The Authority is not exposed to rollover risk on its hedging derivative instruments. The Authority’s hedging derivative instruments terminate on the same day as the hedged debt matures, unless the Authority opts for earlier termination.

Market-Access Risk: If a particular option is exercised and refunding bonds are not issued, the affected series of bonds would not be refunded, and the Authority would make net swap payments as required by the terms of the applicable aforementioned contracts. If the option is exercised and the variable- rate bonds issued, the actual difference ultimately recognized by the transaction will be affected by the relationship between the interest rate terms of the to-be-issued variable-rate bonds versus the payment as stipulated in the swaption agreement.

Swap Management Policy: On December 28, 2009, the Authority’s Board approved a resolution (DRPA- 09-099, entitled “Use Debt-Related Swap Agreements”) which, among other things, declared: (i) “that it is the direction and intention of the Board that the DRPA not enter into any new debt-related swap agreements...”, and (ii) that the staff of the Authority” takes all steps necessary to immediately begin the process of recommending to the Board whether, when, and how to terminate the Authority’s current swaps, with all such terminations, if determined to be advisable, to occur in a methodical and careful manner which avoids to the fullest extent possible additional costs or risks may be associated with termination; and that staff report to the Finance Committee of the Board on a monthly basis the status of all current swap agreements…”

At its September 2014 meeting, the Authority’s Board approved resolution DRPA 14-116 entitled “Authorization to Terminate and Replace Existing UBS Swaps with New Swap Counterparty(ies)“ which authorized the Authority to terminate its existing swaps with UBS AG “in order to reduce Authority swap exposure and to provide more favorable terms to the Authority.” In addition, the Authority adopted a written swap policy. As previously stated in this note, UBS AG was replaced, as counterparty, by The Toronto- Dominion Bank, and Wells Fargo Bank, effective July 1, 2015.

Lastly, resolution DRPA 16-055 (approved in April 2016) authorized “the amendment, replacement, and termination of any or all of the Outstanding Swaps.” Resolution DRPA 16-098 entitled “Authorization for Issuance of Revenue Refunding Bonds Amendment, Replacement or Termination of Interest Rate Swaps” approved in September 2016 further authorized the Authority’s management “to the extent deemed economically advantageous and fiscally prudent for the Authority, the amendment, replacement or termination of any or all of the Authority’s outstanding Interest Rate Swap Agreements..,” and also authorizes the issuance of fixed rate Revenue Refunding Bonds to refund outstanding variable rate bonds, in a “not-to-exceed” amount of $600 million.

Note 5. Accounts Receivable

Accounts receivable for March 31, 2018 and December 31, 2017 are as follows:

3/31/2018 12/31/2017 Reimbursements from governmental agencies - Federal Transit Administration 8,162$ 5,603$ Reimbursements from governmental agencies - FTA, DOT, FEMA, PEMA, and U.S. and NJ Homeland Security 983 999 Development projects 3,500 3,500 E-ZPass bridge tolls from other agencies 7,708 6,626 Other 211 1,032 Gross receivables 20,565$ 17,760$ Less: allowance for uncollectible (3,564) (3,564) Net total receivables 17,001$ 14,196$

Page 20 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 6. Changes in Long-Term Liabilities

Long-term liability activity for the year ended March 31, 2018 is as follows:

Beginning Ending Due within Balance Increases Decreases Balance 1 Year

Bonds payable 1999 Port District Project Bonds 15,820$ (4,570)$ 11,250$ 4,920$ 2008 Revenue Refunding Bonds 232,015 (20,655) 211,360 21,780 2010 Revenue Refunding Bonds 272,795 (23,990) 248,805 25,375 2010 Revenue Bonds 308,375 308,375 2012 Port District Project Refunding Bonds 129,075 (6,650) 122,425 6,975 2013 Revenue Bonds 476,585 476,585 Issuance discounts/premiums 20,156 6 (629) 19,533

Total bonds payable 1,454,821 6 (56,494) 1,398,333 59,050

Other liabilities Claims and judgments 4,087 54 (525) 3,616 1,446 Self-insurance 4,374 57 (275) 4,156 1,662 Sick and vacation leave 4,533 37 (65) 4,505 1,802 Net pension liability 153,804 153,804 Unearned revenue 8,781 278 (145) 8,914 3,566 Other postemployment benefits 14,479 14,479 Premium payment payable - derivative companion instrument 17,613 17,613 Derivative instrument - interest rate swap 63,303 63,303

1,72 5,795$ 1,725,795$ 432$ (57,504)$ 1,668,723$ 67,526$

Long-term liability activity for the year ended December 31, 2017 is as follows:

Beginning Ending Due within Balance Increases Decreases Balance 1 Year Bonds payable 1999 Port District Project Bonds 20,065$ (4,245)$ 15,820$ 4,570$ 2008 Revenue Refunding Bonds 251,605 (19,590) 232,015 20,655 2010 Revenue Refunding Bonds 295,495 (22,700) 272,795 23,990 2010 Revenue Bonds 308,375 308,375 2012 Port District Project Refunding Bonds 135,410 (6,335) 129,075 6,650 2013 Revenue Bonds 476,585 476,585 Issuance discounts/premiums 22,754 26$ (2,624) 20,156 Total bonds payable 1,510,289 26 (55,494) 1,454,821 55,865

Other liabilities Claims and judgments 4,288 793 (994) 4,087 2,970 Self-insurance 4,153 2,021 (1,800) 4,374 2,903 Sick and vacation leave 3,879 1,361 (707) 4,533 2,494 Net pension liability 145,909 53,059 (45,164) 153,804 Unearned revenue 8,771 21,489 (21,479) 8,781 4,955 Other postemployment benefits 21,101 3,966 (10,588) 14,479 Premium payment payable - derivative companion instrument 21,320 (3,707) 17,613 Derivative instrument - interest rate swap 81,366 (18,063) 63,303 1,801 ,076$ 1,801,076$ 82,715$ (157,996)$ 1,725,795$ 69,187$

Page 21 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 7. Investment in Facilities

Capital assets for the year ended March 31, 2018 were as follows:

Beginning Ending Balance Increases Decreases Balance Capital assets not being depreciated Land 74,076$ -- 74,076$ Construction in progress 576,699 17,307$ 594,006 Total capital assets not being depreciated 650,775 17,307 - 668,082 Capital assets being depreciated Bridges and related building and equipment 1,168,737 1,168,737 Transit property and equipment 672,883 - 672,883 Port enhancements 6,703 6,703 Total capital assets being depreciated 1,848,323 - - 1,848,323 Less: accumulated depreciation for: Bridges and related building and equipment (624,159) (10,423) - (634,582) Transit property and equipment (306,792) (5,616) - (312,408) Port enhancements (5,331) (77) (5,408) Total accumulated depreciation (936,282) (16,116) (952,398) Total capital assets being depreciated, net 912,041 (16,116) - 895,925 Total capital assets, net 1,562,817$ 1,190$ -$ 1,564,006

Capital assets for the year ended December 31, 2017 were as follows:

Beginning Ending Balance Increases Decreases Balance Capital assets not being depreciated Land 74,076$ 74,076$ Construction in progress 530,307 91,898$ (45,506)$ 576,699 Total capital assets not being depreciated 604,383 91,898 (45,506) 650,775 Capital assets being depreciated Bridges and related building and equipment 1,144,267 28,121 (3,651) 1,168,737 Transit property and equipment 627,348 58,704 (13,169) 672,883 Port enhancements 6,703 6,703 Total capital assets being depreciated 1,778,318 86,825 (16,820) 1,848,323

Less: accumulated depreciation for: Bridges and related building and equipment (589,468) (38,342) 3,651 (624,159) Transit property and equipment (297,345) (22,616) 13,169 (306,792) Port enhancements (5,019) (312) (5,331) Total accumulated depreciation (891,832) (61,270) 16,820 (936,282) Total capital assets being depreciated, net 886,486 25,555 - 912,041

Total capital assets, net 1,490,869$ 117,453$ (45,506)$ 1,562,816$

______* represents depreciated capital assets reclassified from port enhancements to bridges and related building and equipment and transit property and equipment

Total depreciation expense for the period and year ended March 31, 2018 and December 31, 2017 was $16,116 and $61,270, respectively.

Page 22 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 8. Deferred Compensation Plan

The Authority offers its employees a deferred compensation plan in accordance with Internal Revenue Code Section 457. The plan, available to all full-time employees, permits them to defer a portion of their salary until future years. The deferred compensation is not available to employees until termination, retirement, death, or unforeseeable emergency. The Authority does not make any contributions to the plan. To comply with changes in federal regulations and GASBS 32, Accounting and Financial Reporting for Internal Revenue Code 457 Deferred Compensation Plans, the Authority amended the plan in 1998 so that all amounts of compensation deferred under the plan, all property and rights purchased with those amounts, and all income attributable to those amounts, property, or rights are solely the property of the employees.

Note 9. Pension Plans

Employees of the Authority participate in the Pennsylvania State Employees’ Retirement System (“SERS”), the State of New Jersey Public Employees’ Retirement System (“PERS”), or the Teamsters Pension Plan of Philadelphia and Vicinity.

General Information about the Plans

Plan Descriptions

Pennsylvania State Employees’ Retirement System - The Pennsylvania State Employees' Retirement System is the administrator of a cost-sharing multiple-employer defined benefit pension plan established by the Commonwealth of Pennsylvania (“Commonwealth”) to provide pension benefits for employees of state government and certain independent agencies. SERS is a component unit of the Commonwealth and is included in the Commonwealth's financial report as a pension trust fund. Membership in SERS is mandatory for most state employees. Members and employees of the General Assembly, certain elected or appointed officials in the executive branch, department heads, and certain employees in the field of education are not required, but are given the option to participate.

SERS provides retirement, death, and disability benefits. Article II of the Commonwealth's constitution assigns the authority to establish and amend the benefit provision of the plan to the General Assembly. Member retirement benefits are determined by taking years of credited service, multiplied by final average salary, multiplied by 2%, multiplied by class of service multiplier. According to the State Employees' Retirement Code, all obligations of SERS will be assumed by the Commonwealth should SERS terminate.

The Pennsylvania State Employees’ Retirement System issues a publicly available annual financial report, including financial statements, which may be obtained by writing to Pennsylvania State Employees’ Retirement System, 30 N. 3rd Street, Harrisburg, Pennsylvania 17101-1716.

State of New Jersey Public Employees' Retirement System - The Public Employees' Retirement System is a cost-sharing multiple-employer defined benefit pension plan that was established as of January 1, 1955, under the provisions of N.J.S.A. 43:15A by the State of New Jersey (“State”). The PERS’ designated purpose is to provide retirement, death, disability, and medical benefits to certain qualified members. The PERS’ Board of Trustees is primarily responsible for the administration of the PERS.

The State of New Jersey Public Employees’ Retirement System issues a publicly available annual financial report, including financial statements, which may be obtained by writing to State of New Jersey, Division of Pensions and Benefits, P.O. Box 295, Trenton, New Jersey 08625-0295.

Page 23 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

General Information about the Plans (Continued)

Plan Descriptions (Continued)

Teamsters Pension Plan of Philadelphia and Vicinity - The Teamsters Health and Welfare Fund of Philadelphia and Vicinity (the “Fund”) covers all eligible employees working for employers who have a collective bargaining agreement with a Teamsters local union which is party to the Fund and under which the employers have agreed to make contributions to the Fund on the employees' behalf in accordance with negotiated hourly rates. The Fund is a multi-employer, defined benefit health and welfare plan that was established under the terms of collective bargaining agreements between the employers and Teamsters local unions (the local unions), located in central and northeast portions of Pennsylvania, along the eastern shore of Maryland, Maine, New York and Ohio. The Fund is generally non-contributory, but does provide for participant contributions under the Consolidated Omnibus Budget Reconciliation Act (COBRA). The Fund provides health and other benefits to eligible participants who are covered under collective bargaining agreements, or other written agreements, with the local unions. The Fund is administered by a Board of Trustees (Trustees) with equal representation by the employers and the local unions and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Benefit terms are established, and amended, by the Trustees. The Authority is not subject to any provisions regarding withdrawal from the Fund.

The Teamsters Pension Plan of Philadelphia and Vicinity issues a publicly available annual financial report, including financial statements, which may be obtained by writing to Teamsters Pension Plan of Philadelphia and Vicinity, Fourth and Cherry Streets, Philadelphia, Pennsylvania 19106.

Vesting and Benefit Provisions

Pennsylvania State Employees’ Retirement System - A member may retire after completing three years of service and after reaching normal retirement age (the age of 60, except police officers at age 50, or the age at which 35 years of service has been completed, whichever occurs first). Benefits vest after five years of service, or after 10 years of service for those hired on or after January 1, 2011. If an employee terminates his or her employment after at least five years of service (10 years if hired on or after January 1, 2011) but before the normal retirement age, he or she may receive pension benefits immediately or defer pension benefits until reaching retirement age. Employees who retire after reaching the normal retirement age with at least three years of credited service who started on or prior to December 31, 2010 are entitled to receive pension benefits equal to 2.5% (2.0% for employees starting on or after January 1, 2011, unless they opt to pay more to be eligible for the 2.5%) of their final average compensation (average of the three highest years in earnings) times the number of years for which they were a participant in the plan. The pension benefits received by an employee who retires after five years of credited service but before normal retirement age are reduced for the number of years that person is under normal retirement age.

Pension provisions include death benefits, under which the surviving beneficiary may be entitled to receive the employee’s accumulated contributions less the amount of pension payments that the employee received, the present value of the employees’ account at retirement less the amount of pension benefits received by the employee, the same pension benefits formerly received by the employee, or one-half of the monthly pension payment formerly received by the employee. The maximum pension benefit to the employee previously described may be reduced depending on the benefits elected for the surviving beneficiary.

Page 24 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

General Information about the Plans (Continued)

Vesting and Benefit Provisions (Continued)

State of New Jersey Public Employees’ Retirement System - The vesting and benefit provisions are set by N.J.S.A. 43:15A and 43:3B. The PERS provides retirement, death and disability benefits. All benefits vest after ten years of service, except for medical benefits, which vest after 25 years of service or under the disability provisions of the PERS:

The following represents the membership tiers for PERS:

Tier Definition

1 Members who were enrolled prior to July 1, 2007 2 Members who were eligible to enroll on or after July 1, 2007 and prior to November 2, 2008 3 Members who were eligible to enroll on or after November 2, 2008 and prior to May 21, 2010 4 Members who were eligible to enroll after May 21, 2010 and prior to June 28, 2011 5 Members who were eligible to enroll on or after June 28, 2011

Service retirement benefits of 1/55th of final average salary for each year of service credit is available to tiers 1 and 2 members upon reaching age 60 and to tier 3 members upon reaching age 62. Service retirement benefits of 1/60th of final average salary for each year of service credit is available to tier 4 members upon reaching age 62 and tier 5 members upon reaching age 65. Early retirement benefits are available to tiers 1 and 2 members before reaching age 60, tiers 3 and 4 before age 62 with 25 or more years of service credit and tier 5 with 30 or more years of service credit before age 65. Benefits are reduced by a fraction of a percent for each month that a member retires prior to the age at which a member can receive full early retirement benefits in accordance with their respective tier. Tier 1 members can receive an unreduced benefit from age 55 to age 60 if they have at least 25 years of service. Deferred retirement is available to members who have at least 10 years of service credit and have not reached the service retirement age for the respective tier.

Teamsters Pension Plan of Philadelphia and Vicinity - A member may retire at the later of (a) the date the employee reaches 65 or (b) the tenth anniversary of the employee’s commencement of participation in the plan. Additionally, employees are eligible for early retirement after 10 years of participation in the plan and (a) completion of 30 years of vested service or (b) attainment of age 50 and completion of 10 years of vested service. Benefits vest after 10 years of service. An employee who retires on or after his or her normal retirement age is entitled to receive benefits based on his or her credited years of service multiplied by a monthly benefit rate, which is determined based on the employer’s daily contributions. The benefits are subject to maximum rates that vary according to employer daily contribution rates. Members may also receive benefits after early retirement at reduced rates, depending on age at retirement.

An employee who qualifies for disability retirement benefits (total and permanent disability with 10 years of vested service and 5 years of continuous service with at least 300 covered days of contributions) is entitled to receive two hundred dollars per month until retirement age, when retirement benefits would commence.

Provisions include surviving spouse death benefits, under which the surviving spouse is entitled to a 50% survivor annuity in certain cases.

At December 31, 2017, 2016 and 2015, the Authority had 212, 196 and 208 employees, respectively, covered by the Fund.

Page 25 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

General Information about the Plans (Continued)

Contributions

Pennsylvania State Employees’ Retirement System - The contribution requirements of plan members and the Authority are established and amended by the Pennsylvania State Employees’ Retirement System Board. As of January 1, 2002, employees are required to contribute 6.25% (unless opting for 9.33% deductions in order to be eligible for the 2.5% pension compensation) of their gross earnings to the plan.

Employer contribution rates are certified by the SERS Board annually, typically in April of each year to become effective the following fiscal year beginning in June. It is customary for rates to result from an independent actuarial valuation of the pension fund. The employer contribution rate is set so that it can fund all retirement benefits earned by employees working during the year and pay toward any unfunded liability that may exist. In some cases, however, the actuarially calculated employer contribution rate has been set or adjusted by Pennsylvania law.

The Authority’s contractually required contribution rate for the years ended December 31, 2017 and 2016 was 29.34% and 27.32%, respectively, of the Authority’s covered payroll, and the Authority’s contractually required quarterly contributions to the pension plan for 2017 and 2016 totaled $14,515 and $12,735, respectively. Employee contributions to the plan during 2017 and 2016 were $3,219 and $2,599, respectively.

State of New Jersey Public Employees’ Retirement System - The contribution policy is set by N.J.S.A. 43:15A and requires contributions by active members and contributing employers. Members contribute at a uniform rate. Pursuant to the provisions of Chapter 78, P.L. 2011, the active member contribution rate increased from 5.5% of annual compensation to 6.5% plus an additional 1% phased-in over seven years beginning in July 2012. The member contribution rate was 7.06% in State fiscal year 2016. The phase-in of the additional incremental member contribution rate takes place in July of each subsequent State fiscal year. Employers' contribution amounts are based on an actuarially determined rate. The Authority’s contribution amounts are based on an actuarially determined rate that included the normal cost and unfunded accrued liability.

The Authority’s contractually required contribution rate for the years ended December 31, 2017 and 2016 was 9.31% and 10.16%, respectively, of the Authority’s covered payroll. This amount was actuarially determined as the amount that, when combined with employee contributions, is expected to finance the costs of benefits earned by employees during the year, including an additional amount to finance any unfunded accrued liability. The Authority’s contractually required contributions to the pension plan for the years ended December 31, 2017 and 2016 was $64 and $45, which is and was due on April 1, 2018 and April 1, 2017, respectively. Employee contributions to the plan during 2017 and 2016 were $56 and $33, respectively.

Teamsters Pension Plan of Philadelphia and Vicinity - The employer’s contribution requirements are determined under the terms of one Collective Bargaining Agreement in force between the employer and the Teamsters, which expired on May 31, 2011. A “Memorandum of Agreement” was signed on December 28, 2016 to continue the Authority’s contributions to the plan. The Memorandum of Agreement expired December 31, 2017. During 2017, the Authority was required to and did contribute twenty-six dollars and forty-eight cents ($26.48) per day from January 1 through June 30, and twenty-seven dollars and eighty- four cents ($27.84) per day, from July 1 through December 31 for each PATCO participating employee. For the 2016 year, the Authority was required to and did contribute twenty-five dollars and twenty-two cents ($25.22) per day from January 1 through June 30, and twenty-six dollars and forty-eight cents ($26.48) per day, from July 1 through December 31 for each PATCO participating employee. The Authority’s contributions totaled 11.36%, 12.09% and 10.62% of covered payroll in 2017, 2016 and 2015 respectively.

Page 26 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

General Information about the Plans (Continued)

Contributions (Continued)

Teamsters Pension Plan of Philadelphia and Vicinity (Continued) - The employees of the Authority do not contribute to the Plan. The Authority contributed $1,299, $1,293 and $1,136 in 2017, 2016 and 2015 respectively, which represented 100% of the required contribution for the aforementioned years.

Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions

Pennsylvania State Employees’ Retirement System - At December 31, 2017, the Authority’s proportionate share of the SERS net pension liability was $152,183. The net pension liability was measured as of December 31, 2016, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of December 31, 2016. The Authority’s proportion of the net pension liability was based on a projection of the Authority’s long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the December 31, 2016 measurement date, the Authority’s proportion was .79013936%, which was a decrease of .00410719% from its proportion measured as of December 31, 2015.

At December 31, 2016, the Authority’s proportionate share of the SERS net pension liability was $144,424. The net pension liability was measured as of December 31, 2015, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of December 31, 2015. The Authority’s proportion of the net pension liability was based on a projection of the Authority’s long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the December 31, 2015 measurement date, the Authority’s proportion was .79424655%, which was an increase of .02971064% from its proportion measured as of December 31, 2014.

At December 31, 2017 and 2016, the Authority’s proportionate share of the SERS pension expense, calculated by the Plan as of the December 31, 2016 and 2015 measurement dates, was $22,105 and $19,279, respectively.

State of New Jersey Public Employees’ Retirement System - At December 31, 2017, the Authority’s proportionate share of the PERS net pension liability was $1,620. The net pension liability was measured as of June 30, 2017, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2016. The total pension liability was calculated using updated procedures to roll forward from the actuarial valuation date to the measurement date of June 30, 2017. The Authority’s proportion of the net pension liability was based on a projection of the Authority’s long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the June 30, 2017 measurement date, the Authority’s proportion was .0069597877%, which was an increase of .0019492389% from its proportion measured as of June 30, 2016.

At December 31, 2016, the Authority’s proportionate share of the PERS net pension liability was $1,484. The net pension liability was measured as of June 30, 2016, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2015. The total pension liability was calculated using updated procedures to roll forward from the actuarial valuation date to the measurement date of June 30, 2016. The Authority’s proportion of the net pension liability was based on a projection of the Authority’s long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the June 30, 2016 measurement date, the Authority’s proportion was .0050105488%, which was an increase of .0001489164% from its proportion measured as of June 30, 2015.

Page 27 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions (Continued)

State of New Jersey Public Employees’ Retirement System (Continued) - At December 31, 2017 and 2016, the Authority’s proportionate share of the PERS pension expense, calculated by the Plan as of the June 30, 2017 and 2016 measurement dates, was $4 and ($49), respectively.

Deferred Outflows of Resources and Deferred Inflows of Resources

Certain changes in the net pension liability are to be recognized as deferred outflows of resources or deferred inflows of resources and are amortized as either an increase or decrease to future year’s pension expense, using a systematic and rational method over a closed period.

At December 31, 2017, the Authority reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources:

Deferred Outflows of Resources Deferred Inflows of Resources

SERS PERS Total SERS PERS Total

Differences between expected and actual experience 2,197$ 38$ 2,235$ 3,405$ - 3,405$

Changes of assumptions 9,296 327 9,623 - 325$ 325 Net difference between projected and actual earnings on pension plan investments 12,789 11 12,800 - - - Differences between employer contributions and proportionate share of contributions 22 366 388 326 507 833 Changes in proportion 2,949 2,949 2,161 2,161 Employer contributions subsequent to the measurement date 14,654 32 14,686 - - - 41,907$ 41,907$ 774$ 42,681$ 5,892$ 832$ 6,724$

At December 31, 2016, the Authority reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources:

Deferred Outflows of Resources Deferred Inflows of Resources

SERS PERS Total SERS PERS Total

Differences between expected and actual experience 2,924$ 28$ 2,952$ - - - Changes of assumptions 4,291 307 4,598 - - -

Net difference between projected and actual earnings on pension plan investments 14,705 57 14,762 - - - Differences between employer contributions and proportionate share of contributions - - - 419$ - 419$ Changes in proportion 3,443 24 3,467 1,833 703$ 2,536

Employer contributions subsequent to the measurement date 12,735 22 12,757 - - - 38,098$ 38,098$ 438$ 38,536$ 2,252$ 703$ 2,955$

Page 28 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions (Continued)

Deferred Outflows of Resources and Deferred Inflows of Resources (Continued)

At December 31, 2017, $14,516 and $32 for SERS and PERS, respectively, included in deferred outflows of resources, will be included as a reduction of the net pension liability in the year ending December 31, 2018. These contributions were made by the Authority to the respective pension plans after the measurement date to satisfy the pension plan’s net pension liability, but before the end of the financial statement period for the Authority. For SERS, this amount was based on actual contributions made during 2017, which was subsequent to the measurement date of December 31, 2016. For PERS, the amount was based on an estimated April 1, 2019 contractually required contribution, prorated from the pension plans measurement date of June 30, 2017 to the Authority’s year-end of December 31, 2017.

At December 31, 2016, $12,735 and $22 for SERS and PERS, respectively, included in deferred outflows of resources, was included as a reduction of the net pension liability in the year ended December 31, 2017. These contributions were made by the Authority to the respective pension plans after the measurement date to satisfy the pension plan’s net pension liability, but before the end of the financial statement period for the Authority. For SERS, this amount was based on actual contributions made during 2016, which was subsequent to the measurement date of December 31, 2015. For PERS, the amount was based on an estimated April 1, 2018 contractually required contribution, prorated from the pension plans measurement date of June 30, 2016 to the Authority’s year-end of December 31, 2016.

For SERS and PERS, the components of deferred outflows of resources and deferred inflows of resources for SERS and PERS, other than the difference between the projected and actual investment earnings on investments, are amortized into pension expense over a 5.2 and 5.48 year closed period for the December 31, 2016 and June 30, 2017 measurement period, respectively, which reflects the weighted average remaining service life of all SERS and PERS members, beginning the year in which the deferred amount occurs (current year). The annual difference between the projected and actual earnings on SERS and PERS investments is amortized over a 5.0 year closed period beginning the year in which the difference occurs (current year).

For SERS and PERS, the components of deferred outflows of resources and deferred inflows of resources for SERS and PERS, other than the difference between the projected and actual investment earnings on investments, were amortized into pension expense over a 5.2 and 5.57 year closed period for the December 31, 2015 and June 30, 2016 measurement period, respectively, which reflects the weighted average remaining service life of all SERS and PERS members, beginning the year in which the deferred amount occurs (current year). The annual difference between the projected and actual earnings on SERS and PERS investments is amortized over a 5.0 year closed period beginning the year in which the difference occurs (current year).

Page 29 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions (Continued)

Deferred Outflows of Resources and Deferred Inflows of Resources (Continued)

The amounts of deferred outflows of resources and deferred inflows of resources related to the respective net pension liabilities measured at December 31, 2016 for SERS and June 30, 2017 for PERS that will be recognized in pension expense in future periods are as follows:

Year Ending Dec. 31 SERS PERS Total

2016 $ 6,813 $ 6,813 2017 6,813 6,813 2018 6,813 (75) 6,738 2019 6,144 (55) 6,089 2020 1,490 2 1,492 2021 102 33 135 2022 3 3

Totals $ 28,175 $ (92) $ 28,083

Actuarial Assumptions

Since the measurement of the net pension liability of SERS is the same date as the actuarial valuation of the net pension liability, no roll forward procedures are required for the net pension liability. For PERS, however, the net pension liability was measured as of June 30, 2017, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2016. The total PERS pension liability was calculated using updated procedures to roll forward from the actuarial valuation date to the measurement date of June 30, 2017.

The actuarial valuations for the year ended December 31, 2017 used the following actuarial assumptions applied to all periods included in the measurement date of December 31, 2016 for SERS and June 30, 2017 for PERS:

SERS PERS

Inflation 2.60% 2.25%

Projected salary increases average of 5.60% with range of 3.70% - 8.90% 1.65% - 4.15% based on age (through 2026) including inflation 2.65% - 5.15% based on age (thereafter)

Investment rate of return 7.25% 7.00%

Mortality rate table projected RP-2000 mortality tables adjusted for projected RP-2000 mortality tables adjusted for actual plan experience and future improvement actual plan experience and future improvements

Period of actuarial experience 2011 - 2015 July 1, 2011 - June 30, 2014 study upon which actuarial assumptions were based

Page 30 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Actuarial Assumptions (Continued)

The actuarial valuations for the year ended December 31, 2016 used the following actuarial assumptions applied to all periods included in the measurement date of December 31, 2015 for SERS and June 30, 2016 for PERS: SERS PERS

Inflation 2.75% 3.08%

Projected salary increases average of 5.70% with range of 3.85% - 9.05% 1.65% - 4.15% based on age (through 2026) including inflation 2.65% - 5.15% based on age (thereafter)

Investment rate of return 7.50% 7.65%

Mortality rate table projected RP-2000 mortality tables adjusted for projected RP-2000 mortality tables adjusted for actual plan experience and future improvement actual plan experience and future improvements

Period of actuarial experience 2011 - 2015 July 1, 2011 - June 30, 2014 study upon which actuarial

assumptions were based

The long-term expected real rate of return on pension plan investments is determined using a building- block method in which best-estimate ranges of expected future real rates of return (expected returns, net of investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation.

Best estimates of arithmetic real rates of return for each major asset class included in current and target asset allocation as of the measurement dates of December 31, 2016 for SERS and June 30, 2017 for PERS, are summarized in the following table:

SERS PERS Long-term Long-term Target Expected Rate Target Expected Rate Asset Class Allocation of Return Allocation of Return Absolute return / risk mitigation 5.00% 5.51% Cash / cash equivalents 3.00% -0.25% 5.50% 1.00% U.S. treasuries 3.00% 1.87% Investment grade credit 10.00% 3.78% Global public equity 43.00% 5.30% Public high yield bonds 2.50% 6.82% Global diversified credit 5.00% 7.10% Credit oriented hedge funds 1.00% 6.60% Debt Related Private Equity 2.00% 10.63% Debt Related Real Estate 1.00% 6.61% Equity Related Real Estate 6.25% 9.23% U.S. Equity 30.00% 8.19% Non-U.S. Developed Markets Equity 11.50% 9.00% Emerging Markets Equity 6.50% 11.64% Buyouts/Venture Capital 8.25% 13.08% Private Real Estate 2.50% 11.83% Private equity 16.00% 8.00% 12.40% Fixed income 14.00% 1.63% Hedge funds / absolute return 12.00% 4.75% 4.68% Real estate (property) 12.00% 5.44% 6.91% Total 100.00% 100.00%

Page 31 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Actuarial Assumptions (Continued)

Best estimates of arithmetic real rates of return for each major asset class included in current and target asset allocation as of the measurement dates of December 31, 2015 for SERS and June 30, 2016 for PERS, are summarized in the following table:

SERS PERS

Long-term Long-term Target Expected Rate Target Expected Rate Asset Class Allocation of Return Allocation of Return Cash 5.00% 0.87% Alternative investments 15.00% 8.50% U.S. treasuries 1.50% 1.74% Investment grade credit 8.00% 1.79% Global public equity 40.00% 5.40% Real assets 17.00% 4.95% Mortgages 2.00% 1.67% Diversifying assets 10.00% 5.00% High yield bonds 2.00% 4.56% Inflation-indexed bonds 1.50% 3.44% Broad U.S. equities 26.00% 8.53% Developed foreign equities 13.25% 6.83% Emerging market equities 6.50% 9.95% Private equity 9.00% 12.40% Fixed income 15.00% 1.50% Hedge funds / absolute return 12.50% 4.68% Real estate (property) 2.00% 6.91% Liquidity reserve 3.00% 0.00% Commodities 0.50% 5.45% Global debt ex U.S. 5.00% -0.25% REIT 5.25% 5.63%

Total 100.00% 100.00%

Discount Rate - The discount rate used to measure the total pension liability at December 31, 2016 and 2015 for SERS was 7.25% and 7.50%, respectively. The projection of cash flows used to determine the discount rate assumed that employee contributions will be made at the rates applicable for each member and that employer contributions will be made based on rates determined by the actuary. Based on those assumptions, SERS fiduciary net position was projected to be available to make all projected future benefit payments of current active and non-active SERS members; therefore, the long-term expected rate of return on SERS investments was applied to all periods of projected benefit payments to determine the total pension liability.

The discount rate used to measure the total pension liability at June 30, 2017 and 2016 for PERS was 5.00% and 3.98%, respectively. These single blended discount rates were based on the long-term expected rate of return on pension plan investments of 7.00% and 7.65%, and a municipal bond rate of 3.58% and 2.85%, as of June 30, 2017 and 2016, respectively, based on the Bond Buyer Go 20-Bond Municipal Bond Index, which includes tax-exempt general obligation municipal bonds with an average rating of AA/Aa or higher. The projection of cash flows used to determine the discount rate assumed that contributions from PERS members would be made at the current member contribution rates. Based on those assumptions, PERS fiduciary net position was projected to be available to make projected future benefit payments of current plan members through 2040 for PERS; therefore, the long-term expected rate of return on PERS investments was applied to projected benefit payments through 2040 for PERS, and the municipal bond rate was applied to projected benefit payments after that date in determining the total pension liability.

Page 32 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Sensitivity of Authority’s Proportionate Share of Net Pension Liability to Changes in the Discount Rate

Pennsylvania State Employees’ Retirement System - The following presents the Authority’s proportionate share of the net pension liability at the Plan’s measurement date, calculated using a discount rate of 7.25% for December 31, 2017 and 7.50% for December 31, 2016, as well as what the Authority’s proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1% lower or 1% higher than the current rates used:

December 31, 2017

1% Decrease Current Discount 1% Increase 6.25% Rate 7.25% 8.25%

Authority's proportionate share of the net pension liability - measurement date December 31, 2016 179,402$ 144,425$ 114,433$

December 31, 2016

1% Decrease Current Discount 1% Increase 6.50% Rate 7.50% 8.50%

Authority's proportionate share of the net pension liability - measurement date December 31, 2015 179,402$ 144,425$ 114,433$

State of New Jersey Public Employees’ Retirement System - The following presents the Authority’s proportionate share of the net pension liability at the Plan’s measurement date, calculated using a discount rate of 5.00% for June 30, 2017 and 3.98% for June 30, 2016, as well as what the Authority’s proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1% lower or 1% higher than the current rates used:

December 31, 2017

1% Decrease Current Discount 1% Increase 4.00% Rate 5.00% 6.00%

Authority's proportionate share of the net pension liability - measurement date June 30, 2017 2,010$ 1,620$ 1,295$

December 31, 2016

1% Decrease Current Discount 1% Increase 2.98% Rate 3.98% 4.98%

Authority's proportionate share of the net pension liability - measurement date June 30, 2016 1,818$ 1,484$ 1,208$

Page 33 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan

Plan Description: The Authority provides coverage for medical, including prescription drug coverage, as part of the medical plan. Life insurance benefits are offered in retirement. Dental and vision coverage are not offered or subsidized for retirees. Such benefits are established and amended by the Authority’s Board of Commissioners. The Authority’s Plan provides two agent multiple-employer post-employment healthcare plans that cover two retiree populations: eligible retirees under the age of sixty-five (65) receive benefits through AmeriHealth and eligible retirees sixty-five (65) and over receive benefits through Horizon Blue Cross/Blue Shield of NJ and a Medicare Supplemental Plan through United Health Group/AARP. Life insurance benefits to qualifying retirees are provided through Standard Insurance Company. The plans are administered by the Authority; therefore, premium payments are made directly by the Authority to the insurance carriers.

The OPEB Trust is irrevocable and is exempt from federal and state income taxes under Internal Revenue Code Section 115. The sole purpose of the OPEB Trust is to provide funds to pay postemployment benefits to qualified retirees and their dependents.

Funding Policy: Employees become eligible for retirement benefits based on hire date and years of service. For employees hired after January 1, 2007, no subsidized retiree benefits are offered. The contribution requirements of plan members and the Authority are established, and may be amended, by the Authority’s Board of Commissioners. Plan members receiving benefits contribute the following amounts: sixty-five dollars per month for retiree-only coverage for the base plan, one hundred and thirty dollars per month for retiree/spouse (or retiree/child) coverage, and one hundred and ninety-five dollars per month for retiree/family (or children) coverage to age sixty-five (65) for the base plan, and fifty-five dollars per month per retiree, per dependent for both the United Health Group (in partnership with AARP) and Horizon coverages. An additional amount is required for those retirees, under age sixty-five (65), who opt to participate in the “Value Plus Plan” offered by AmeriHealth for eligible retirees and their eligible dependents.

During 2015 and 2014, the Authority’s Board of Commissioners passed resolutions DRPA-15-156 and DRPA-14-154 authorizing the Authority to make OPEB contributions for $5,000, for each subsequent year, to the OPEB Trust, which was established with PNC Institutional Management in 2014. Resolution DRPA- 16-132 authorized an additional $5,000 contribution in 2017. This $5,000 contribution was made prior to year-end 2017. The Authority continues to fund its current retiree postemployment benefits cost on a “pay- as-you-go” basis, net of plan member contributions.

Future Retirees: The Authority is required to expense the annual required contribution (ARC) of the employer, an amount actuarially determined in accordance with the parameters of the Governmental Accounting Standards Board (GASB). The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed thirty (30) years. The ARC includes the costs of both current and future retirees. The current ARC was determined to be $4,555, at an unfunded discount rate of 3.7%.

Page 34 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan (Continued)

Annual OPEB Cost: The Authority’s annual required contribution (ARC), the interest on the net OPEB obligation, the adjustment to the ARC, the increase or decrease in the net OPEB obligation, the net OPEB obligation, and the percentage of annual OPEB cost contributed to the plan for 2017, 2016 and 2015 are as follows:

2017 2016 2015 Annual required contribution (arc) 4,555$ 4,882$ 4,952$ Interest on the net OPEB obligation 780 1,054 1,258 Adjustment to the arc (1,369) (1,374) (1,374) Annual OPEB cost 3,966 4,562 4,836 Pay-as-you go cost (existing retirees) (5,588) (4,813) (4,929) Increase (decrease) in the net OPEB obligation (1,622) (251) (93) Net OPEB Obligation, January 1 21,101 26,352 31,445 OPEB Obligation, December 31 19,479 26,101 31,352 OPEB Trust Contributions (5,000) (5,000) (5,000)

Net OPEB Obligation, December 31 14,479$ 21,101$ 26,352$

Percentage of Annual OPEB Cost Contributed 267% 215% 205%

Funded Status and Funding Progress: Using the report from January 1, 2017, the most recent actuarial valuation date, the results were rolled forward to calculate year-end December 31, 2017. The actuarial accrued liability for benefits as of January 1, 2017 was $121,764, and the actuarial value of plan assets was $20,765, or 17.1% funded, resulting in an unfunded actuarial accrued liability (UAAL) of $100,999.

The covered payroll (annual payroll of active employees covered by the plan) was $34,381 and the ratio of the UAAL to the covered payroll was 293.8%. Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future.

Examples include assumptions about future employment, mortality and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The schedule of funding progress, presented as required supplementary information following the notes to the combined financial statements, presents multiyear trend information that shows whether the actuarial value of the plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits.

Actuarial Methods and Assumptions: Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing benefit costs between the employer and plan members to that point. The actuarial methods and assumptions used include techniques that are designed to reduce short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations.

Page 35 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan (Continued)

Actuarial Methods and Assumptions (Continued): In the January 1, 2017 actuarial valuation, the projected unit credit actuarial cost method was used. Under this method, an actuarial accrued liability is determined as the actuarial present value of the portion of projected benefits that is allocated to service before the current plan year. In addition, a normal cost is determined as the actuarial present value of the portion of projected benefits that is allocated to service in the current plan year for each active participant under the assumed retirement age. The UAAL is being amortized (straight-line) for thirty (30) year on an open basis. The actuarial assumptions included the following:

Mortality: The mortality table employed in the valuation was the RP2014 Healthy Table Male and Female Tables based on the Combined Healthy Table.

Discount Rate: Future costs have been discounted at the rate of 3.7% based on an average of three 20-year bond indices.

Turnover: Reflects rate of separation from the active plan and excludes retirement and disability. Turnover table varies by age and years of service with rates of turnover based on the State Employees Retirement System of Pennsylvania.

Disability: Reflects ordinary and accidental disability assumptions from the active plan and is based on age. Disability rates based on the State Employees Retirement System of Pennsylvania.

Retirement: Reflects rate of retire from the active plan and is based on age for both disabled and non- disabled employees. Retirement decrements based on the State Employees Retirement System of Pennsylvania.

Spousal Coverage: Spouses are valued for benefits similar to retired employees for medical coverage. Members that are spouses are assumed to be married to those spouses at retirement. Members that are without spouses (or not covering spouses) are assumed to be single at and throughout retirement.

Health Care Cost Trend Rate:

Year Pre-65 Post-65

Initial Trend January 1, 2019 8.0% 8.0% Ultimate Trend January 1, 2022 & Later 5.0% 5.0%

Grading Per Year 1.0% 1.0%

Healthcare Reform: The valuation was based on the current healthcare regulatory environment and does not reflect the impact of future changes (e.g., taxes, assessments, subsidies, etc.) due to future anticipated changes in healthcare reform.

Life Insurance Benefit: Life insurance coverage is provided to retirees based on one times their final year salary. The benefit reduces 12% per year for five years to a maximum reduction of 60% resulting in an ultimate life insurance benefit after five years of 40% of final salary.

Projected Salary Increase: Annual salary increase is 2.5%.

Retiree Contribution Rates: Contribution rates were valued on an individual basis for retiree coverage. Contribution rates vary by plan for pre-65 and ost-65 retirees, and are paid on a quarterly basis. Retiree contribution rates for life insurance are zero.

Page 36 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 11. Indentures of Trust

The Authority’s Revenue Bonds are subject to the provisions of the following Indentures of Trust: Revenue Refunding Bonds of 1998, dated July 1, 1998; the Revenue Refunding Bonds of 2008, dated July 25, 2008, the Revenue Refunding Bonds of 2010 (Series A, B and C) and the 2010 Revenue Bonds (Series D), dated May 15, 2010 and July 15, 2010, respectively; and the 2013 Revenue Bonds, dated December 1, 2013, respectively (collectively the “Bond Resolution”).

In addition, various Supplemental Indentures, issued in 2016, govern the recent replacement of Direct Pay Letter of Credit (“LOC”) backed variable rate debt, with LIBOR-indexed bank purchase loans.

In addition, the Port District Project Bonds of 1999, dated December 1, 1999, and the 2012 Port District Project Refunding Bonds, dated December 1, 2012, are governed by separate, individual indentures.

The Bond Resolution requires the maintenance of the following accounts:

Project Fund: This restricted account was establishe d in accordance with Section 6.02 of the Bond Resolution. The Project Fund is held by the Trustee and is applied to pay the cost of the Projects and is pledged, pending application to such payment of costs for the security of the payment of principal and interest on the Revenue, Revenue Refunding, and Project Bonds (the “Bonds”).

Debt Service Fund: This restricted account was established in accordance with Section 6.04 of the Bond Resolution for the payment of maturing interest and principal on the Bonds. The balance on deposit must be sufficient to enable the Trustee to withdraw amounts equal to interest due on the Bonds, principal amounts maturing on Bonds, accrued interest included in the purchase price of the bonds purchased for retirement, and sinking fund installments when payments are required.

Debt Service Reserve Fund: This restricted account was established in accordance with Section 6.05 of the Bond Resolution. The amount of funds on deposit must be maintained at a level equal to the Maximum Debt Service to insure funds are available for payment of Debt Service.

Bond Redemption Fund: This restricted account was established in accordance with section 6.06 of the Bond Resolution to account for amounts received from any source for the redemption of Bonds, other than mandatory sinking fund payments.

Rebate Fund: This restricted account was establishe d in accordance with Section 6.07 of the bond Resolution account for amounts deposited from time to time in order to comply with the arbitrage rebate requirements of Section 148 of the Code as applicable to any Series of Tax-Exempt Bonds issued.

Revenue Fund: This unrestricted account was established in accordance with Section 6.03 of the Bond Resolution for the Authority to deposit all Revenues. On or before the 20th day of each calendar month, the Trustee shall, to the extent money is available, after deduction of cash and investment balances for the 15% working capital reserve, transfer to or credit funds needed in the following order: (1) the Debt Service Fund, (2) the Debt Service Reserve Fund, (3) any Reserve Fund Credit Facility Issuer, (4) the Trustee’s Rebate Fund, (5) the Maintenance Reserve Fund, (6) the General Fund.

Maintenance Reserve Fund: This restricted account was established in accordance with Section 6.08 of the Bond Resolution. These funds are maintained for reasonable and necessary expenses with respect to the system for major repairs, renewals, replacements, additions, betterments, enlargements, improvements and extraordinary expenses, all to the extent not provided for in the then current Annual Budget. Money in this account is pledged for the security of payment of principal and interest on the bonds. Whenever the amount in this account exceeds the “Maintenance Reserve Fund Requirement,” the excess shall be deposited in the General Fund. The “Maintenance Reserve Fund Requirement” on any date is at least $3,000.

Page 37 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 11. Indentures of Trust (Continued)

The Bond Resolution requires the maintenance of the following accounts (continued):

General Fund: This unrestricted account was established in accordance with Section 6.09 of the Bond Resolution. All excess funds of the Authority are recorded in the General Account. If the Authority is not in default in the payment of bond principal or interest and all fund requirements are satisfied, the excess funds may be used by the Authority for any lawful purpose.

Note 12. Funded and Long-Term Debt

At March 31, 2018 the Authority had $1,398,333 in Revenue, Revenue Refunding, and Port District Project and Project Refunding Bonds outstanding, consisting of bonds issued in 1999, 2008, 2010 (two issues), 2012 and 2013. The 1999 Port District Project Bonds were issued pursuant to an Indenture of Trust dated December 1, 1999. The 2008 Revenue Refunding Bonds were issued pursuant to the Indenture of Trust dated July 1, 1998, as supplemented by a Fourth Supplemental Indenture dated October 1, 2007 and a Fifth Supplemental Indenture dated July 15, 2008. The 2010 Revenue Refunding Bonds were issued pursuant to an Indenture of Trust as previously supplemented by five supplemental indentures thereto and as further supplemented by a Sixth Supplemental Indenture dated as of March 15, 2010. The 2010 Revenue Bonds were issued pursuant to Indenture of Trust, dated as of July 1, 1998, a Sixth Supplemental Indenture, dated as of March 15, 2010, and a Seventh Supplemental Indenture, dated as of July 1, 2010. The 2012 Port District Project Refunding Bonds were issued pursuant to an Indenture of Trust dated December 1, 2012. The 2013 Revenue Bonds were issued pursuant to an Indenture of Trust, a Ninth Supplemental Indenture, dated as of December 1, 2013. Supplemental Indentures Ten through Twelve govern the 2016 issuance of four (4) LIBOR-indexed bank purchase loans with Wells Fargo Bank, Bank of America and TD Bank, related to the 2008 and 2010 Revenue Refunding Bonds.

1999 Port District Project Bonds: On December 22, 1999, the Authority issued $272,095 to provide funds to finance (a) all or a portion of the cost of certain port improvement and economic development projects within the Port District, (b) a deposit of cash or a Reserve Fund Credit Facility to the credit of the Debt Service Reserve Fund established under the 1999 Port District Project Bond Indenture and (c) all or a portion of the costs and expenses of the Authority relating to the issuance and sale of the 1999 Port District Project Bonds (Series A and B).

The 1999 Port District Project Bonds are general corporate obligations of the Authority. The 1999 Port District Project Bonds are not secured by a lien or charge on, or pledge of, any revenues or other assets of the Authority other than the monies, if any, on deposit from time to time in the Funds established under the 1999 Port District Project Bond Indenture. No tolls, rents, rates or other such charges are pledged for the benefit of the 1999 Port District Project Bonds. The 1999 Port District Project Bonds are equally and ratably secured by the funds on deposit in the Funds established under the 1999 Port District Project Bond Indenture, except for the Rebate Fund. The 1999 Port District Project Bonds are payable from such Funds and from other monies of the Authority legally available.

The 1999 Port District Project Bonds are subject to optional redemption and mandatory sinking fund redemption prior to maturity as more fully described herein.

The scheduled payment of principal and interest on the 1999 Port District Project Bonds when due are guaranteed under an insurance policy issued concurrently with the delivery of the 1999 Port District Project Bonds by Financial Security Assurance Inc.

On December 20, 2012, all remaining 1999 Series B Port District Project Bonds were redeemed, prior to maturity, at a redemption price of 100%, using proceeds from the issuance of the 2012 Port District Project Refunding Bonds.

Page 38 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

1999 Port District Project Bonds (Continued): The 1999 Port District Project Bonds (Series A) outstanding at March 31, 2018 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount Term Bonds

2019 7.63% 4,920 2021 7.63% 1,035 2020 7.63% 5,295

Total par value of 1999 Port District Project Bonds 11,250$

Optional Redemption: The Series A Port District Project Bonds are redeemable by the Authority on any interest payment date in whole or in part, and if in part, in any order of maturity specified by the Authority and in any principal amount within a maturity as specified by the Authority. Any such redemption shall be made at a redemption price equal to accrued interest to the redemption date plus the greater of (i) the principal amount of the Series A Port District Project Bonds to be redeemed, and (ii) an amount equal to the discounted remaining fixed amount payments applicable to the Series A Port District Project Bonds to be redeemed. Allocation of the amounts of Series A Port District Project Bonds to be redeemed shall be proportionate nearly as reasonably possible having due regard for minimum authorized denominations of the 1999 Port District Project Bonds among the respective interest of the holders of the Series A Port District Project Bonds to be redeemed at the time of selection of such Series A Port District Project Bonds for redemption regard for minimum authorized denominations of the 1999 Port District Project Bonds among the respective interest of the holders of the Series A Port District Project Bonds to be redeemed at the time of selection of such Series A Port District Project Bonds for redemption.

2008 Revenue Refunding Bonds: On July 25, 2008, the Authority issued $358,175 in Revenue Refunding Bonds (the “2008 Revenue Refunding Bonds”). The 2008 Revenue Refunding Bonds were issued to provide funds, together with other funds available: (a) to finance the current refunding of $358,175 aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series of 2007, consisting of all of the outstanding bonds of such series, and (b) to pay the costs of issuance of the 2008 Revenue Refunding Bonds.

The 2008 Revenue Refunding Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust dated as of July 1, 1998 ("Original Indenture"), by and between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to Commerce Bank, N.A. (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of July 1, 1998 ("First Supplemental Indenture"), a Second Supplemental Indenture, dated as of August 15, 1998 ("Second Supplemental Indenture"), a Third Supplemental Indenture, dated as of December 1, 1999 ("Third Supplemental Indenture"), a Fourth Supplemental Indenture, dated as of October 1, 2007 ("Fourth Supplemental Indenture"), a Fifth Supplemental Indenture, dated as of July 15, 2008 (“Fifth Supplemental Indenture”), a Sixth Supplemental Indenture, dated as of March 15, 2010 ("Sixth Supplemental Indenture"), a Seventh Supplemental Indenture, dated as of July 1, 2010 ("Seventh Supplemental Indenture"), an Eighth Supplemental Indenture, dated as of March 15, 2013 ("Eighth Supplemental Indenture"), a Ninth Supplemental Indenture, dated as of December 1, 2013 ("Ninth Supplemental Indenture"), a Tenth Supplemental Indenture, dated as of June 1, 2016 ("Tenth Supplemental Indenture"), an Eleventh Supplemental Indenture, dated as of July 1, 2016 ("Eleventh Supplemental Indenture"), and a Twelfth Supplemental Indenture, dated as of July 1, 2016 ("Twelfth Supplemental Indenture"; and together with the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture, the Tenth Supplemental Indenture, and the Eleventh Supplemental Indenture, the “1998 Revenue Bond Indenture”).

Page 39 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2008 Revenue Refunding Bonds (Continued): The 2008 Revenue Refunding Bonds, together with all other indebtedness outstanding under the 1998 Revenue Bond Indenture and any parity obligations hereafter issued under the 1998 Revenue Bond Indenture, are equally and ratably payable solely from and secured by a lien on and security interest in (i) the Net Revenues described herein, (ii) all moneys, instruments and securities at any time and held by the Authority or the Trustee in any Fund created or established under the 1998 Revenue Bond Indenture and (iii) the proceeds of all the foregoing, except for the moneys, instruments and securities held in the 1998 General Fund and the 1998 Rebate Fund. The 2008 Revenue Refunding Bonds are delineated into the following two (2) subseries including the 2008A Revenue Refunding Bonds and the 2008B Revenue Refunding Bonds (hereinafter defined):

2008A Revenue Refunding Bonds: The 2008A Revenue Refunding Bonds are outstanding as Variable Rate Bonds in an Index Rate Mode (as defined under the 1998 Revenue Bond Indenture). In particular, on July 15, 2016, the 2008A Revenue Refunding Bonds were converted from a Weekly Mode (as defined in the 1998 Revenue Bond Indenture) to the LIBOR Index Rate Mode (as defined in the Twelfth Supplemental Indenture), Upon conversion, the 2008A Revenue Refunding Bonds were subject to mandatory tender for purchase and were directly purchased by Bank of America, N.A. ("B of A") pursuant to and in accordance with a Continuing Covenant Agreement, dated as of July 1, 2016, between the Authority and B of A. On the date of conversion, the letter of credit previously providing credit enhancement and liquidity for the 2008A Revenue Refunding Bonds was terminated.

While in the LIBOR Index Rate Mode, the 2008A Revenue Refunding Bonds bear interest at a LIBOR Index Rate (as defined in the Twelfth Supplemental Indenture) for which interest is reset on the first business day of each month. Such interest rate is calculated two (2) London Business Days preceding the first business day of each month as the then applicable LIBOR Index Rate (as defined in the Twelfth Supplemental Indenture).

Pursuant to the Continuing Covenant Agreement with B of A and the Twelfth Supplemental Indenture, the 2008A Revenue Refunding Bonds are subject to mandatory purchase by the Authority on July 15, 2020. If such 2008A Revenue Refunding Bonds are not purchased by the Authority on such date, the 2008A Revenue Refunding Bonds may, to the extent no event of default exists, remain held by B of A and subject to amortization payments from the Authority until the earlier of (i) three years from the mandatory purchase date, (ii) the date upon which such bonds are converted to an interest rate other than the Index rate, and (iii) the date on which such bonds are redeemed, repaid, prepaid or cancelled in accordance with the 1998 Revenue Bond Indenture. As of March 31, 2018, the 2008A Revenue Refunding Bonds were outstanding in the amount of $100,120.

Optional Redemption: While in the LIBOR Index Rate Mode, the 2008A Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations ($100,000 and any integral multiple of $5,000 in excess thereof), on any Business Day, at a redemption equal to the, principal amount thereof, plus, accrued interest, if any, to the redemption date; provided, however, that certain fees are payable to B of A (i) upon any optional redemption prior to July 1, 2017 and (ii) if B of A incurs any loss, cost or expense as a result of such redemption.

Page 40 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2008 Revenue Refunding Bonds (Continued):

2008A Revenue Refunding Bonds (Continued):

Sinking Fund Redemption: The 2008A Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2008A Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2008A Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2008A Revenue Refunding Bonds for each of the years set forth as follows: Sinking Fund Installments January 1 Series A 2019 10,315 2020 10,880 2021 11,475 2022 12,100 2023 12,755 2024 13,455 2025 14,185 2026 14,955

100,120$ 100,120$

2008B Revenue Refunding Bonds: The 2008B Revenue Refunding Bonds are outstanding as Variable Rate Bonds in Weekly Mode as defined under the 1998 Revenue Bond Indenture. The 2008B Revenue Refunding Bonds are in the form of variable rate demand bonds (“VRDOs”) subject to purchase on the demand of the holder at a price equal to principal plus accrued interest on seven days’ notice and delivery to the Authority’s tender agent, TD Bank, N.A. The tender agent shall provide a copy of said notice to the applicable remarketing agent, who is authorized to use its best efforts to sell the repurchased bonds at a price equal to 100 percent of the principal plus accrued interest to the purchase date.

Under an irrevocable Direct Pay Letter of Credit (“LOC”) issued by TD Bank, N.A., the Trustee or the remarketing agent is entitled to draw an amount sufficient to pay the purchase price of the bonds delivered to it.

In November 2017, the Authority and TD Bank, N.A. executed documents extending the expiring TD Bank, N.A. LOC for a five-year term, at extremely attractive LOC facility fee rates. The Authority expects to achieve savings approaching $1.0 million during this five-year period.

The LOC with TD Bank, N.A. supporting the 2008B Revenue Refunding Bonds has a stated expiration date of December 31, 2022.

As of March 31, 2018, the 2008B Revenue Refunding Bonds were outstanding in the amount of $111,240.

Optional Redemption: While in the Weekly Mode, the 2008B Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations on any Business Day, at redemption price equal to the principal amount thereof, plus accrued interest, if any, to the Redemption Date.

Page 41 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2008 Revenue Refunding Bonds (Continued):

2008B Revenue Refunding Bonds (Continued):

Sinking Fund Redemption: The 2008B Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2008B Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2008B Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2008B Revenue Refunding Bonds for each of the years set forth as follows:

Sinking Fund Installments Series B January 1 January 1 2019 11,465 2023 14,175 2020 12,090 2024 14,945 2021 12,745 2025 15,760 2022 13,440 2026 16,620 111,240$ 111,240$

The 2008 Revenue Refunding Bonds outstanding at March 31, 2018 are as follows:

Series A Series B Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount

2026 Variable 100,120$ 2026 Variable 111,240$ Total par value of 2008 Revenue Refunding Bonds 211,360$

Interest Rate Mode: Weekly Rate Determination Date: Generally each Wednesday Interest Rate Payment Dates: First Business day of each month

Rate in Effect at March 31, 2018 : Series A-1: 1.568%; Series B: 1.800%

2010 Revenue Refunding Bonds: On March 31, 2010, the Authority issued $350,000 in Revenue Refunding Bonds (the “2010 Revenue Refunding Bonds”). The 2010 Revenue Refunding Bonds were issued to provide funds, together with other available funds, to (i) currently refund $349,360 aggregate principal amount of the Authority’s outstanding Revenue Bonds, Series of 1999, (ii) fund any required deposit to the 1998 Debt Service Reserve Fund, and (iii) pay the costs of issuance of the 2010 Revenue Refunding Bonds.

The 2010 Revenue Refunding Bonds were issued pursuant to the 1998 Revenue Bond Indenture.

Page 42 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2010 Revenue Refunding Bonds (Continued): The 2010 Revenue Refunding Bonds, together with all other indebtedness outstanding under the 1998 Revenue Bond Indenture and any parity obligations hereafter issued under the 1998 Revenue Bond Indenture, are equally and ratably payable solely from and secured by a lien on and security interest in (i) the Net Revenues described herein, (ii) all moneys, instruments and securities at any time and held by the Authority or the Trustee in any Fund created or established under the 1998 Revenue Bond Indenture and (iii) the proceeds of all the foregoing, except for the moneys, instruments and securities held in the 1998 General Fund and the 1998 Rebate Fund.

The 2010 Revenue Refunding Bonds are delineated into the following four (4) subseries including the 2010A-1 Revenue Refunding Bonds, the 2010A-2 Revenue Refunding Bonds, the 2010B Revenue Refunding Bonds and the 2010C Revenue Refunding Bonds (hereinafter defined):

2010A-1 Revenue Refunding Bonds: The 2010A-1 Revenue Refunding Bonds are outstanding as Variable Rate Bonds in an Index Rate Mode (as defined under the 1998 Revenue Bond Indenture). In particular, on July 15, 2016, the 2010A-1 Revenue Refunding Bonds were converted from a Weekly Mode (as defined in the 1998 Revenue Bond Indenture) to the LIBOR Index Rate Mode (as defined in the Eleventh Supplemental Indenture). Upon conversion, the 2010A-1 Revenue Refunding Bonds were subject to mandatory tender for purchase and were directly purchased by B of A pursuant to and in accordance with a Continuing Covenant Agreement, dated as of July 1, 2016, between the Authority and B of A. On the date of conversion, the letter of credit previously providing credit enhancement and liquidity for the 2010A-1 Revenue Refunding Bonds was terminated.

While in the LIBOR Index Rate Mode, the 2010A-1 Revenue Refunding Bonds bear interest at a LIBOR Index Rate (as defined in the Eleventh Supplemental Indenture) for which interest is reset on the first business day of each month. Such interest rate is calculated two (2) London Business Days preceding the first business day of each month as the then applicable LIBOR Index Rate (as defined in the Eleventh Supplemental Indenture).

Pursuant to the Continuing Covenant Agreement with B of A and the Eleventh Supplemental Indenture, the 2010A-1 Revenue Refunding Bonds are subject to mandatory purchase by the Authority on July 15, 2020. If such 2010A-1 Revenue Refunding Bonds are not purchased by the Authority on such date, the 2010A-1 Revenue Refunding Bonds may, to the extent no event of default exists, remain held by B of A and subject to amortization payments from the Authority until the earlier of (i) three years from the mandatory purchase date, (ii) the date upon which such bonds are converted to an interest rate other than the Index rate, and (iii) the date on which such bonds are redeemed, repaid, prepaid or cancelled in accordance with the 1998 Revenue Bond Indenture.

As of March 31, 2018, the 2010A-1 Revenue Refunding Bonds were outstanding in the amount of $51,305.

Optional Redemption: While in the LIBOR Index Rate Mode, the 2010A-1 Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations ($100,000 and any integral multiple of $5,000 in excess thereof), on any Business Day, at a redemption equal to the, principal amount thereof, plus, accrued interest, if any, to the redemption date; provided, however, that certain fees are payable to B of A (i) upon any optional redemption prior to July 1, 2017 and (ii) if B of A incurs any loss, cost or expense as a result of such redemption.

Page 43 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2010 Revenue Refunding Bonds (Continued):

2010A-1 Revenue Refunding Bonds (Continued):

Sinking Fund Redemption: The 2010A-1 Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2010A-1 Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2010A-1 Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010A-1 Revenue Refunding Bonds for each of the years set forth as follows:

Sinking Fund Installments Series A-1 January 1 January 1 2019 5,185 2023 6,545 2020 5,500 2024 6,935 2021 5,830 2025 7,350 2022 6,175 2026 7,785 51,305$ 51,305$

2010A-2 Revenue Refunding Bonds: The 2010A-2 Revenue Refunding Bonds are outstanding as Variable Rate Bonds in an Index Rate Mode (as defined under the 1998 Revenue Bond Indenture). In particular, on July 15, 2016, the 2010A-2 Revenue Refunding Bonds were converted from a Weekly Mode (as defined in the 1998 Revenue Bond Indenture) to the LIBOR Index Rate Mode (as defined in the Eleventh Supplemental Indenture). Upon conversion, the 2010A-2 Revenue Refunding Bonds were subject to mandatory tender for purchase and were directly purchased by TD Bank, N.A. (“TD”) pursuant to and in accordance with a Continuing Covenant Agreement, dated as of July 1, 2016, between the Authority and TD. On the date of conversion, the letter of credit previously providing credit enhancement and liquidity for the 2010A-2 Revenue Refunding Bonds was terminated.

While in the LIBOR Index Rate Mode, the 2010A-2 Revenue Refunding Bonds bear interest at a LIBOR Index Rate (as defined in the Eleventh Supplemental Indenture) for which interest is reset on the first business day of each month. Such interest rate is calculated two (2) London Business Days preceding the first business day of each month as the then applicable LIBOR Index Rate (as defined in the Eleventh Supplemental Indenture).

Pursuant to the Continuing Covenant Agreement with TD and the Eleventh Supplemental Indenture, the 2010A-2 Revenue Refunding Bonds are subject to mandatory purchase by the Authority on July 15, 2021. If such 2010A-2 Revenue Refunding Bonds are not purchased by the Authority on such date, the 2010A-2 Revenue Refunding Bonds may, to the extent no event of default exists, remain held by TD and subject to amortization payments from the Authority until the earlier of (i) three years from the mandatory purchase date, (ii) the date upon which such bonds are converted to an interest rate other than the Index rate, and (iii) the date on which such bonds are redeemed, repaid, prepaid or cancelled in accordance with the 1998 Revenue Bond Indenture.

Page 44 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2010 Revenue Refunding Bonds (Continued):

2010A-2 Revenue Refunding Bonds (Continued): As of March 31, 2018, the 2010A-2 Revenue Refunding Bonds were outstanding in the amount of $55,330..

Optional Redemption: While in the LIBOR Index Rate Mode, the 2010A-2 Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations ($100,000 and any integral multiple of $5,000 in excess thereof), on any Business Day, at a redemption equal to the, principal amount thereof, plus, accrued interest, if any, to the redemption date; provided, however, that certain fees are payable to TD (i) upon any optional redemption prior to July 1, 2017 and (ii) if TD incurs any loss, cost or expense as a result of such redemption.

Sinking Fund Redemption: The 2010A-2 Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2010A-2 Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2010A-2 Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010A-2 Revenue Refunding Bonds for each of the years set forth as follows: Sinking Fund Installments Series A-2 January 1 January 1 2019 5,690 2023 7,050 2020 6,000 2024 7,440 2021 6,330 2025 7,850 2022 6,680 2026 8,290 55,330$ 55,330$

2010B Revenue Refunding Bonds: The 2010B Revenue Refunding Bonds are outstanding as Variable Rate Bonds in Weekly Mode as defined under the 1998 Revenue Bond Indenture. The 2010B Revenue Refunding Bonds are in the form of VRDOs subject to purchase on the demand of the holder at a price equal to principal plus accrued interest on seven days’ notice and delivery to the Authority’s tender agent, TD Bank, N.A. The tender agent shall provide a copy of said notice to the applicable remarketing agent, who is authorized to use its best efforts to sell the repurchased bonds at a price equal to 100 percent of the principal plus accrued interest to the purchase date.

Under an irrevocable Direct Pay Letter of Credit (“LOC”) issued by Barclays, the Trustee or the remarketing agent is entitled to draw an amount sufficient to pay the purchase price of the bonds delivered to it. The existing LOC with Barclays expired in March and Barclays extended the LOC for a term of four years and has a stated expiration date of March 18, 2022.

Page 45 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2010 Revenue Refunding Bonds (Continued):

2010B Revenue Refunding Bonds (Continued): As of March 31, 2018, the 2010B Revenue Refunding Bonds were outstanding in the amount of $106,635.

Optional Redemption: While in the Weekly Mode, the 2010B Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations on any Business Day, at redemption price equal to the principal amount thereof, plus accrued interest, if any, to the Redemption Date.

Sinking Fund Redemption: The 2010B Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2010B Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2010B Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010B Revenue Refunding Bonds for each of the years set forth as follows:

Sinking Fund Installments Series B January 1 January 1 2019 10,875 2023 13,595 2020 11,500 2024 14,375 2021 12,160 2025 15,200 2022 12,860 2026 16,070 106,635$ 106,635$

2010C Revenue Refunding Bonds: The 2010C Revenue Refunding Bonds are outstanding as Variable Rate Bonds in an Index Rate Mode (as defined under the 1998 Revenue Bond Indenture). In particular, on June 9, 2016, the 2010C Revenue Refunding Bonds were converted from a Weekly Mode (as defined in the 1998 Revenue Bond Indenture) to the LIBOR Index Rate Mode (as defined in the Tenth Supplemental Indenture). Upon conversion, the 2010C Revenue Refunding Bonds were subject to mandatory tender for purchase and were directly purchased by Wells Fargo Bank, N.A. (“Wells”) pursuant to and in accordance with a Continuing Covenant Agreement, dated as of July 1, 2016, between the Authority and Wells. On the date of conversion, the letter of credit previously providing credit enhancement and liquidity for the 2010C Revenue Refunding Bonds was terminated.

While in the LIBOR Index Rate Mode, the 2010C Revenue Refunding Bonds bear interest at a LIBOR Index Rate (as defined in the Tenth Supplemental Indenture) for which interest is reset on the first business day of each month. Such interest rate is calculated two (2) London Business Days preceding the first business day of each month as the then applicable LIBOR Index Rate (as defined in the Tenth Supplemental Indenture).

Pursuant to the Continuing Covenant Agreement with Wells and the Tenth Supplemental Indenture, the 2010C Revenue Refunding Bonds are subject to mandatory purchase by the Authority on June 9, 2021.

Page 46 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2010 Revenue Refunding Bonds (Continued):

2010C Revenue Refunding Bonds (Continued): If such 2010C Revenue Refunding Bonds are not purchased by the Authority on such date, the 2010C Revenue Refunding Bonds may, to the extent no event of default exists, remain held by Wells and subject to amortization payments from the Authority until the earlier of (i) three years from the mandatory purchase date, (ii) the date upon which such bonds are converted to an interest rate other than the Index rate, and (iii) the date on which such bonds are redeemed, repaid, prepaid or cancelled in accordance with the 1998 Revenue Bond Indenture.

As of March 31, 2018, the 2010C Revenue Refunding Bonds were outstanding in the amount of $35,535.

Optional Redemption: While in the LIBOR Index Rate Mode, the 2010C Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations ($100,000 and any integral multiple of $5,000 in excess thereof), on any Business Day, at a redemption equal to the, principal amount thereof, plus, accrued interest, if any, to the redemption date; provided, however, that certain fees are payable to Wells (i) upon any optional redemption prior to July 1, 2017 and (ii) if Wells incurs any loss, cost or expense as a result of such redemption.

Sinking Fund Redemption: The 2010C Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2010C Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2010C Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010C Revenue Refunding Bonds for each of the years set forth as follows:

Sinking Fund Installments Series C January 1 January 1 2019 3,625 2023 4,530 2020 3,830 2024 4,790 2021 4,055 2025 5,065 2022 4,285 2026 5,355 35,535$ 35,535$

The 2010 Revenue Refunding Bonds outstanding at March 31, 2018 were as follows:

Maturity Date Interest Principal (January 1) Rate/Yield Amount

Series A 2026 Variable 106,635$ Series B 2026 Variable 106,635 Series C 2026 Variable 35,535

Total par value of 2010 Revenue Refunding B 248,805$ Interest Rate Mode: Weekly Rate Determination Date: Generally each Wednesday Rate in Effect at March 31, 2018 Series A1: 1.568%; Series A2: 1.652%; Series B: 1.740% Series C: 1.602%

Page 47 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2010 Revenue Refunding Bonds (Continued):

The 2010 Revenue Refunding Bonds sinking fund installments outstanding at March 31, 2018 are as follows:

Sinking Fund Installments January 1 Series A Series B Series C Total 2019 10,875 10,875 3,625 25,375 2020 11,500 11,500 3,830 26,830 2021 12,160 12,160 4,055 28,375 2022 12,855 12,860 4,285 30,000 2023 13,595 13,595 4,530 31,720 2024 14,375 14,375 4,790 33,540 2025 15,200 15,200 5,065 35,465 2026 16,075 16,070 5,355 37,500

106,635 106,635 106,635 35,535 248,805

2010 Revenue Bonds: On July 15, 2010, the Authority issued $308,375 in Revenue Bonds, Series D of 2010 (the “2010 Revenue Bonds”). The 2010 Revenue Bonds were issued by means of a book-entry-only system evidencing ownership and transfer of 2010 Revenue Bonds on the records of The Depository Trust Company, New York, New York (“DTC”), and its participants. Interest on the 2010 Revenue Bonds will be payable semi-annually on January 1 and July 1 of each year commencing January 1, 2011 (each an “Interest Payment Date”).

The 2010 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust, dated as of July 1, 1998, by and between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to Commerce Bank, N.A. (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of July 1, 1998, a Second Supplemental Indenture, dated as of August 15, 1998, a Third Supplemental Indenture, dated as of December 1, 1999, a Fourth Supplemental Indenture, dated as of October 1, 2007, a Fifth Supplemental Indenture, dated as of July 15, 2008, a Sixth Supplemental Indenture, dated as of March 15, 2010, and a Seventh Supplemental Indenture, dated as of July 1, 2010 (collectively, the “1998 Revenue Bond Indenture”).

The 2010 Revenue Bonds were issued for the purpose of: (i) financing a portion of the costs of the Authority’s approved Capital Improvement Program; (ii) funding the Debt Service Reserve Requirement for the 2010 Revenue Bonds; and (iii) paying the costs of issuance of the 2010 Revenue Bonds (Series D). (Note: As per its 2008 Reimbursement Resolution, upon issuance of the 2010 Revenue Bonds, the Authority reimbursed its General Fund, for approximately $100 million, for prior capital expenditures made during the period October 2008 through July 2010).

Page 48 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2010 Revenue Bonds (Continued): The 2010 Revenue Bonds are limited obligations of the Authority and are payable solely from the sources referred to in the 2010 Revenue Bonds and the 1998 Revenue Bond Indenture. Neither the credit nor the taxing power of the Commonwealth of Pennsylvania (the “Commonwealth”) or the State of New Jersey (the “State”) or of any county, city, borough, village, township or other municipality of the Commonwealth or the State is or shall be pledged for the payment of the principal, redemption premium, if any, or interest on the 2010 Revenue Bonds. The 2010 Revenue Bonds are not and shall not be deemed to be a debt or liability of the Commonwealth or the State or of any such county, city, borough, village, township or other municipality, and neither the Commonwealth nor the State nor any such county, city, borough, village, township or other municipality is or shall be liable for the payment of such principal or, redemption premium, or interest. The Authority has no taxing power.

Mandatory Sinking Fund Redemption: The 2010 Revenue Bonds maturing January 1, 2035 and January 1, 2040 are subject to mandatory redemption prior to maturity by the Authority, in part, on January 1 of each year in the respective principal amounts set forth below at 100% of the principal amount thereof, plus accrued interest to the Redemption Date from sinking fund installments which are required to be paid in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010 Revenue Bonds specified for each of the years set forth below. Payment of principal and interest on the 2010 Revenue Bonds (the “2010 Insured Bonds”), in the principal amount of $60,000 maturing January 1, 2040 is guaranteed under an insurance policy issued by Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance, Inc.).

The 2010 Revenue Bonds outstanding at March 31, 2018 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount Serial Bonds 2027 5.00% 3,465$ 2028 5.00% 17,210 2029 5.00% 18,070 2030 5.00% 18,975 57,720 57,720 Term Bonds 2031* 5.00% 16,245$ 2036* 5.00% 14,575 2031* 5.05% 3,675 2036* 5.00% 10,860 2032* 5.00% 17,055 2037* 5.00% 15,310 2032* 5.05% 3,865 2037* 5.00% 11,400 2033* 5.00% 17,905 2038* 5.00% 16,075 2033* 5.05% 4,060 2038* 5.00% 11,970 2034* 5.00% 18,810 2039* 5.00% 16,875 2034* 5.05% 4,260 2039* 5.00% 12,570 2035 5.00% 19,750 2040 5.00% 17,720 2035 5.05% 4,475 2040 5.00% 13,200 250,655 250,655 Total par value of 2010 Revenue Bonds 308,375 Less: unamortized bond discount (413) Total 2010 Revenue Bonds, net 307,962$ * Mandatory sinking fund payments

Page 49 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2010 Revenue Bonds (Continued):

Optional Redemption: The 2010 Revenue Bonds are subject to redemption at the option of the Authority, prior to maturity, in whole or in part (and if in part, in such order of maturity or within a maturity as the Authority shall specify, or if the Authority shall fail to specify, by lot or by such other method as the Paying Agent determines to be fair and reasonable and in any principal amount in Authorized Denominations) at any time on or after January 1, 2020. Any such redemption shall be made at a redemption price equal to 100% of the principal amount of the 2010 Bonds to be redeemed, plus accrued interest to the Redemption Date.

2012 Port District Project Refunding Bonds: On December 20, 2012, the Authority issued $153,030 in Port District Project Refunding Bonds, Series 2012. The Port District Project Refunding Bonds, Series 2012 (the “2012 Bonds”) were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust (the "Indenture") dated as of December 1, 2012, between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as trustee (the "Trustee").

The 2012 Bonds were issued to (i) refund and redeem all of the outstanding principal balance of and interest accrued on the Authority's outstanding Port District Project Bonds, Series B of 1998, (the "1998 Refunded Bonds"), Port District Project Bonds, Series B of 1999 (the "1999 Refunded Bonds"), and Port District Project Bonds, Series A of 2001 (the "2001 Refunded Bonds").

The refunding resulted in a loss (difference between the reacquisition price and the net carrying amount of the old debt) of $7,000. This difference, reported in the accompanying combined financial statements as a deferred outflow of resources, is being charged to operations through the year 2025 using the effective interest method.

The 2012 Bonds are general corporate obligations of the Authority. The 2012 Bonds are not secured by a lien or charge on, or pledge of, any revenues or other assets of the Authority other than the moneys, if any, on deposit from time to time in the Funds established under the Indenture, except for the Rebate Fund. No tolls, rents, rates or other charges are pledged for the benefit of the 2012 Bonds. The 2012 Bonds are equally and ratably secured by the monies, if any, on deposit in the Funds established under Indenture, except for the Rebate Fund. The 2012 Bonds are payable from such Funds and from other monies of the Authority legally available therefore.

Redemption Provisions:

Optional Redemption: The 2012 Bonds maturing on or after January 1, 2024 are subject to redemption prior to maturity at the option of the Authority on or after January 1, 2023, in whole at any time, or in part at any time and from time to time, in any order of maturity specified by the Authority and within a maturity as selected by the Trustee as provided in the Indenture and as summarized below under the subheading “Redemption Provisions - Selection of 2012 Bonds to be Redeemed.” Any such redemption shall be made at a redemption price equal to the principal amount of the Bonds to be redeemed, plus interest accrued to the date fixed for redemption.

Payment of Redemption Price: Notice of redemption having been given in the manner provided in the Indenture, or written waivers of notice having been filed with the Trustee prior to the date set for redemption, the 2012 Bonds (or portions thereof) so called for redemption shall become due and payable on the redemption date so designated and interest on such 2012 Bonds (or portions thereof) shall cease to accrue from the redemption date whether or not such Bonds shall be presented for payment. The principal amount of all 2012 Bonds so called for redemption, together with the redemption premium, if any, payable with respect thereto and accrued and unpaid interest thereon to the date of redemption, shall be paid (upon presentation and surrender of such 2012 Bonds) by the Paying Agent out of the appropriate Fund or other funds deposited for the purpose.

Page 50 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2012 Port District Project Refunding Bonds (Continued):

Redemption Provisions (Continued):

Selection of 2012 Bonds to be Redeemed: If less than all of the 2012 Bonds are to be redeemed and paid prior to maturity, 2012 Bonds registered in the name of the Authority shall be redeemed before other 2012 Bonds are redeemed. Thereafter, the portion of 2012 Bonds to be redeemed shall be selected by the Authority, or if no such selection is made, by lot by the Trustee from among all outstanding 2012 Bonds eligible for redemption.

In the case of a partial redemption of 2012 Bonds when 2012 Bonds of denominations greater than the minimum Authorized Denomination are outstanding, then for all purposes in connection with such redemption, each principal amount equal to the minimum authorized denomination shall be treated as though it were a separate 2012 Bond for purposes of selecting the 2012 Bonds to be redeemed, provided that no 2012 Bonds shall be redeemed in part if the principal amount to be outstanding following such partial redemption is not an authorized denomination.

The 2012 Port District Project Refunding Bonds outstanding at March 31, 2018 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount 2019 5.00% 6,975 2023 3.00% 14,545 2021 5.00% 7,320 2024 5.00% 15,520 2021 5.00% 12,350 2025 5.00% 16,300 2022 5.00% 14,085 2026 5.00% 17,115 2023 5.00% 240 2027 5.00% 17,975 Total par value of 2012 Port District Project Refunding Bonds 122,425 Add: unamortized bond premium 10,584 Total 2012 Port District Project Refunding Bonds, net 133,009$

2013 Revenue Bonds: On December 18, 2013, the Delaware River Port Authority issued its Revenue Bonds, Series of 2013 in the aggregate principal amount of $476,585. The 2013 Revenue Bonds were issued by means of a book-entry-only system evidencing ownership and transfer of 2013 Revenue Bonds on the records of The Depository Trust Company, New York, New York (“DTC”), and its participants. Interest on the 2013 Revenue Bonds will be payable semi-annually on January 1 and July 1 of each year commencing July 1, 2014 (each an “Interest Payment Date”).

The 2013 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust, dated as of July 1, 1998, by and between the Authority and TD Bank, National Association (N.A.), Cherry Hill, New Jersey, as successor to Commerce Bank, National Association (N.A.), as trustee (the “Trustee”), as heretofore supplemented from time to time, including as supplemented by a Ninth Supplemental Indenture, dated as of December 1, 2013 (collectively, the “1998 Revenue Bond Indenture”). The 2013 Revenue Bonds are being issued for the purpose of: (i) financing a portion of the costs of the Authority’s approved capital improvement program; (ii) funding a deposit to the 1998 Debt Service Reserve Fund established under and as specifically defined in the 1998 Revenue Bond Indenture; and (iii) paying the costs of issuance of the 2013 Revenue Bonds.

Page 51 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

2013 Revenue Bonds (Continued): The 2013 Revenue Bonds are limited obligations of the Authority and are payable solely from the sources referred to in the 2013 Revenue Bonds and the 1998 Revenue Bond Indenture. Neither the credit nor the taxing power of the Commonwealth of Pennsylvania (the “Commonwealth”) or the State of New Jersey (the “State”) or of any county, city, borough, village, township or other municipality of the Commonwealth or the State is or shall be pledged for the payment of the principal, redemption premium, if any, or interest on the 2013 Revenue Bonds. The 2013 Revenue Bonds are not and shall not be deemed to be a debt or liability of the Commonwealth or the State or of any such county, city, borough, village, township or other municipality, and neither the Commonwealth nor the State nor any such county, city, borough, village, township or other municipality is or shall be liable for the payment of such principal, redemption premium, or interest. The Authority has no taxing power.

The 2013 Revenue Bonds outstanding at March 31, 2018 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount 2027 5.000% 23,560$ 2034 5.000% 33,355$ 2027 4.125% 845 2034 4.625% 810 2028 5.000% 25,615 2035 5.000% 35,870 2029 5.000% 26,895 2036 5.000% 37,660 2030 5.000% 28,070 2037 5.000% 36,540 2030 4.500% 170 2038 4.750% 3,000 2031 5.000% 29,650 2038 5.000% 41,515 2032 4.500% 31,135 2039 5.000% 43,590 2033 5.000% 32,535 2040 5.000% 45,770 Total par value of 2013 Revenue Bonds 476,585 Add: unamortized bond premium 9,363

Total 2013 Revenue Bonds, net 485,948$

Optional Redemption: The 2013 Revenue Bonds are subject to redemption at the option of the Authority, prior to maturity, in whole or in part (and if in part, in such order of maturity or within a maturity as the Authority shall specify, or if the Authority shall fail to specify, by lot or by such other method as the Paying Agent determines to be fair and reasonable and in any principal amount in Authorized Denominations), at any time on or after January 1, 2024. Any such redemption shall be made at a redemption price equal to 100% of the principal amount of the 2013 Revenue Bonds to be redeemed, plus accrued interest to the Redemption Date.

Page 52 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

Maturities of Principal and Interest on Bonds: The following presents the principal and interest due on all bonds outstanding as of March 31, 2018 (assuming the letter of credit agreements and bank loan purchase agreements, with respect to the variable rate 2008 and 2010 Revenue Refunding Bonds are renewed over the term of the bonds and the bonds are remarketed):

Period Ending March 31, 2018 Principal Interest * Total 2019 59,050 53,017 112,067 2020 62,415 51,457 113,872 2021 65,980 49,865 115,845 2022 69,625 48,258 117,883 2023-2027 364,640 214,179 578,819 2028-2032 236,630 160,139 396,769 2033-2037 301,175 93,915 395,090 2038-2040 219,285 16,803 236,088 1,378,800 1,378,800 687,633$ 2,066,433$ Net unamortized bond discounts and premiums 19,533 1,398,333$ 1,398,333$

______* does not include the net swap payments on the Authority’s hedged variable rate bonds (Note 4)

The interest on LOC-backed variable rate debt and the LIBOR-indexed direct bank purchase loans is computed using the interest rate effective at March 31, 2018. The interest rates on the Authority’s variable rate debt are set by the remarketing agent and are reset weekly. Interest rates on the direct bank purchase loan change monthly based on changes in LIBOR.

Interest on all of the Authority’s fixed rate debt (revenue bonds and port district project bonds issued in 1999, 2010, 2012, and 2013) is payable semi-annually on January 1 and July 1 in each year. Interest on the 2008 and 2010 Revenue Refunding Bonds is payable monthly on the first business day of each month. The Authority is current on all of its monthly debt service payments on all obligations.

Debt Authorized but not Issued: At its August 2013 meeting, the Authority’s Board authorized the issuance, sale and delivery of up to $550,000 in taxable or tax-exempt fixed rate bonds, to fund the 5-year 2013 Capital Plan (DRPA-13-094). This resolution rescinded and repealed all prior resolutions (DRPA-09-064 and DRPA-13-030) and any prior inconsistent resolutions. In December 2013, the Authority issued $476,600 in fixed rate bonds (the 2013 Revenue Bonds) based on this resolution.

Resolution 16-055, approved by the Board at its April 20, 2016 meeting, authorized the Authority to issue up to $400 million in “fixed or variable rate refunding bonds by direct placement or private purchase”, in order to purchase or refund, all, or a portion of, the existing variable rate bonds (2008 and 2010 revenue refunding bonds

At its September 21, 2016 meeting, the Authority’s Board authorized the Authority (via DRPA-16-098) to issue Revenue Refunding Bonds “in an aggregate principal amount not to exceed $960.0 million “to advance refund and redeem all or a portion of the outstanding” 2010 D and 2013 Revenue Bonds, “to effect interest cost savings for the Authority, and, to the extent deemed economically advantageous and fiscally prudent, amend, replace or terminate any or all of the Authority’s outstanding Interest Rate Swap Agreements.” Resolution DRPA-16-098 also authorizes, the Authority to refund outstanding Variable Rate Revenue Bonds associated with the Inter Rate Swap Agreements, if deemed advantageous and prudent based on market and other factors. (The “Swap Refunding Bonds, if issued shall be issued as fixed rate bonds in an aggregate principal amount”, not to exceed $600.0 million.)

Page 53 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

Debt Authorized but not Issued (Continued): In January 2018, the Authority’s Board approved two (2) separate bond-related transactions: one, which will reduce its outstanding debt on its 2010D (through a bond defeasance), and the second, DRPA resolution #18-008, which authorizes the issuance of up to $350.0 million in new revenue bonds. Both of these Transactions are subject to market conditions.

As of March 31, 2018, approximately $2.383 billion remains as authorized, but not issued. These authorizations provide flexibility for the Authority to engage in the aforementioned transactions, under the right conditions, but these authorizations do not obligate the Authority to execute any of the aforementioned transactions (Note: While Resolution 16-055 authorizes a debt issuance, the new tax law passed by Congress in December 2017 has prohibited “advance refunding” therefore, the debt authorization provided by Resolution 16-055 cannot be effectuated).

Bond Ratings:

Moody’s Investors Service Bond Ratings (Moody’s): Concurrent with the issuance of the $153,030 in Port District Project Refunding Bonds, on November 30, 2012, Moody’s affirmed the ratings on all Authority Revenue and Port District Project Bonds; however, the outlook improved from “negative” to “stable” on all bonds. (This represented the first change in Moody’s ratings since it had assigned a “negative” outlook on all the Authority’s bonds in March of 2010).

Concurrent with the Authority’s issuance of the $476,600 in new revenue bonds, in its report dated November 22, 2013, Moody’s assigned a rating of “A3” to the 2013 Revenue Bonds, and affirmed its existing ratings on all Authority bonds (revenue bonds at “A3”, port district bonds at “Baa3”). The outlook remained at “stable” for all bonds. On December 11, 2015, Moody’s affirmed its ratings on all Authority bonds.

In its report dated October 31, 2017, Moody’s upgraded its bond ratings on all Authority outstanding bonds. The revenue bonds were upgraded from ‘A3’ to ‘A2’ and the port district project bonds were upgraded from ‘Baa3’ to ‘Baa2,’ all bonds being assigned a “stable outlook.” This is the first Moody’s upgrade of the Authority’s bonds in over a decade.

In its report, Moody’s cited a number of core strengths of the Authority including: ”positive traffic momentum,” “a strong liquidity profile,” ”a manageable capital program and, “no-near term debt needs until 2021”, all key factors supporting the ratings increases. As of March 31, 2018, these ratings and outlook remain in place.

Standard & Poor’s Ratings Services Bond Ratings (S&P): Concurrent with the issuance of $153,030 in Port District Project Refunding Bonds, on November 30, 2012, S&P affirmed the ratings on all Authority Revenue and Port District Project Bonds; however, the outlook improved from “stable” to “positive” on all bonds. (This represented the first change in S&P’s ratings outlook since it had assigned a “stable” outlook on all the Authority’s bonds since July 2009). Concurrent with the Authority’s issuance of $476,600 in new revenue bonds, in its report dated November 27, 2013, S&P assigned a rating of “A” on the new series, and upgraded the Authority’s ratings on both its revenue and refunding bonds (from “A-“ to “A”) and on its port district project bonds (from “BBB-“ to “BBB”). The outlook was “stable” for all Authority bonds.

On December 23, 2014, S&P reaffirmed the Authority’s ratings for all of its Revenue/ Revenue Refunding and Port District Project bonds, at “A” and “BBB,” respectively, with a stable outlook.

On April 21, 2016, S&P issued a bond ratings report on the Authority’s debt, using its new joint ratings criteria, wherein the Authority’s Port District Project (PDP) Bonds were upgraded from “BBB” to “A-“ (with stable outlook) and the Revenue Bonds were affirmed at “A”, with a stable outlook. S&P cited the Authority’s historical performance against budget, its strong financial stability and liquidity (including its capital “pay- go” fund), and its affordable 5-year capital plan of $662.4 million, as underlying strengths supporting its ratings actions.

Page 54 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

Bond Ratings (Continued):

Standard & Poor’s Ratings Services Bond Ratings (S&P) (Continued): In its report dated August 1, 2017, S&P reaffirmed the Authority’s ratings on both its revenue and port district project bonds. The report cited “historically strong liquidity levels, ““DRPA’s long history of stable transaction and revenue growth,” “the maintenance of good debt service coverage, and “conservative” capital and operating budgets.

As of March 31, 2018, the Authority’s ratings remain unchanged at “A” (Revenue Bonds) and “A-” (Port District Project Bonds), with a “stable outlook”.

Ratings on Jointly Supported Transactions, 2008 Revenue Refunding Bonds: Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”), initially assigned their municipal bond ratings to the 2008 Revenue Refunding Bonds based upon the understanding that upon delivery of the 2008A Revenue Refunding Bonds or 2008B Revenue Refunding Bonds, the respective LOC securing the payment when due of the principal of, or purchase price of 2008A Revenue Refunding Bonds or 2008B Revenue Refunding Bonds tendered for purchase and not otherwise remarketed and interest on the 2008A Revenue Refunding Bonds or 2008B Revenue Refunding Bonds will be delivered by Bank of America, N.A. and TD Bank, N.A., respectively.

The long-term ratings assigned by Moody’s and S&P reflect each organization’s approach to rating jointly supported transactions and are based upon the Direct Pay Letter of Credit provided by Bank of America, N.A. for the 2008A Revenue Refunding Bonds and TD Bank, N.A. for the 2008B Revenue Refunding Bonds. Since a loss to a bondholder of a 2008A Revenue Refunding Bond or a 2008B Revenue Refunding Bond would occur only if both the bank providing the applicable LOC and the Authority default in payment, Moody’s and S&P have assigned a long-term rating to the 2008 Revenue Refunding Bonds based upon the joint probability of default by both applicable parties.

Set forth in the following chart are the jointly supported long-term and short-term ratings on the 2008 Revenue Refunding Bonds as of March 31, 2018:

Long-term Short-term

2008 A Revenue Refunding Bonds Moody's Not Rated Not Rated S&P Not Rated Not Rated

2008B Revenue Refunding Bonds Moody's Aa2 VMIG 1

S&PAA+ A-1+

No provider of a letter of credit is obligated to maintain its present or any other credit rating and shall have no liability if any such credit rating is lowered, withdrawn, or suspended

Ratings on Jointly Supported Transactions, 2010 Revenue Refunding Bonds: Moody’s and S&P, initially assigned their municipal bond ratings to the 2010 Revenue Refunding Bonds based upon the understanding that upon delivery of the 2010A Revenue Refunding Bonds, the 2010B Revenue Refunding Bonds or the 2010C Revenue Refunding Bonds, the respective LOC securing the payment when due of the principal of, or purchase price of the 2010A Revenue Refunding Bonds, the 2010B Revenue Refunding Bonds or the 2010C Revenue Refunding Bonds tendered for purchase and not otherwise remarketed and interest on the 2010A Revenue Refunding Bonds, the 2010B Revenue Refunding Bonds or the 2010C Revenue Refunding Bonds would be delivered by JPMorgan Chase Bank, N.A., Bank of America, N.A. and PNC Bank, N.A. respectively.

Page 55 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued)

Bond Ratings (Continued):

Ratings on Jointly Supported Transactions, 2010 Revenue Refunding Bonds (Continued): In 2013, the existing Direct Pay Letters of Credit provided by JPMorgan Chase Bank, N.A., Bank of America, N.A. and PNC Bank, N.A. were replaced with Direct Pay Letters of Credit provided by Royal Bank of Canada, Barclays Bank PLC and The Bank of New York Mellon, respectively.

The long-term ratings assigned by Moody’s and S&P reflect each organization’s approach to rating jointly supported transactions and are based upon the Direct Pay Letters of Credit provided by Royal Bank of Canada for the 2010A Revenue Refunding Bonds, Barclays Bank PLC for the 2010B Revenue Refunding Bonds and The Bank of New York Mellon for the 2010C Revenue Refunding Bonds. Since a loss to a bondholder of a 2010A Revenue Refunding Bond, a 2010B Revenue Refunding Bond or a 2010C Revenue Refunding Bond would occur only if both the bank providing the applicable LOC and the Authority default in payment, Moody’s and S&P have assigned a long-term rating to the 2010 Revenue Refunding Bonds based upon the joint probability of default by both applicable parties.

Set forth in the following chart are the jointly supported long term and short-term ratings on the 2010 Revenue Refunding Bonds as of March 31, 2018:

Long-term Short-term

2010A-1 Revenue Refunding Bonds Moody's Not Rated Not Rated (Bank Purchase Bonds) S&P Not Rated Not Rated

2010A-2 Revenue Refunding Bonds Moody's Not Rated Not Rated (Bank Purchase Bonds) S&P Not Rated Not Rated

2010B Revenue Refunding Bonds Moody's Aa3 VMIG 1 S&P AA A-1

2010C Revenue Refunding Bonds Moody's Not Rated Not Rated

(Bank Purchase Bonds) S&P Not Rated Not Rated

No provider of a LOC is obligated to maintain its present or any other credit rating and shall have no liability if any such credit rating is lowered, withdrawn, or suspended.

Note 13. Government Contributions for Capital Improvements, Additions and Other Projects

The Authority receives contributions in aid for financing capital improvements to the rapid transit system from the Federal Transit Administration and other government agencies. Capital improvement grant funds of $2,175 and $7,557 were received in March 31, 2018 and December 31, 2017, respectively. The Authority receives federal and state grants for specific construction purposes that are subject to review and audit by the grantor agencies. Although such audits could result in disallowances under terms of the grants, it is the opinion of management that any required reimbursements will not be material to the Authority’s net position.

Page 56 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 14. Contingencies

Public liability claim exposures are self-insured by the Authority within its self-insured retention limit of $5 million for each occurrence, after which, exists a claims-made excess liability policy with a limit of $25 million per occurrence, in the aggregate, to respond to any large losses exceeding the self-retention.

The following is a summary of the claims and judgments liability of the Authority for the years ended March 31, 2018 and December 31, 2017:

Claims and Judgments 3/31/2018 12/31/2017

Beginning balance 4,087$ 4,288$ Incurred claims 44 793 Payment of claims (514) (994) Ending balance 3,616$ 4,087$

There have been no settlements that exceed the Authority’s coverage for periods ended March 31, 2018 and December 31, 2017.

In addition, the Authority self-insures the initial $1 million self-insured retention, per accident, for workers’ compensation claims, after which a $25 million limit of excess workers’ compensation insurance is provided by the policy to respond to significant worker compensation injuries. PATCO, however, self-insures the initial $1 million limit, per accident, for workers’ compensation claims, after which a $5 million limit of excess workers’ compensation insurance is retained to respond to significant claims.

The following is a summary of the self-insurance liability of the Authority for workers’ compensation claims for the periods ended March 31, 2018 and December 31, 2017:

Self-Insurance 3/31/2018 12/31/2017 Beginning balance 4,374$ 4,152$ Incurred claims 65 3,458 Payment of claims (284) (3,236) Other - administrative fees, recoveries - - Ending balance 4,156$ 4,374$

There have been no settlements that exceed the Authority’s coverage for periods ended March 31, 2018 and December 31, 2017.

The Authority is involved in various actions arising in the ordinary course of business and from workers’ compensation claims. In the opinion of management, the ultimate outcome of these actions will not have a material adverse effect on the Authority’s combined net position and combined results of operations.

The Authority purchases commercial insurance for all other risks of loss, e.g. bridge and non-bridge property, crime, terrorism, etc. The Authority reviews annually, and where appropriate, adjusts policy loss limits and deductibles as recommended by its insurance consultants in response to prevailing market conditions, loss experience, and revenues. Policy loss limits are established with the professional assistance of independent insurance broker consultants to ensure that sufficient coverage exists to accommodate the maximum probable loss that may result in the ordinary course of business.

Per Article 5.11 of the 1998 Bond Indenture, “...the Authority must maintain with responsible insurers all insurance required….to provide against loss of or damage to the Facilities and loss of Revenues...to protect the interests of the Authority and the Bondholders.”

Page 57 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 14. Contingencies (Continued)

The Authority must submit in writing certifications, by “the Insurance Consultant” to the bond trustee, by April 30 of each year, stating that it has sufficient coverage with regards to “multi-risk insurance” (on DRPA and PATCO facilities), “use and occupancy insurance” (i.e., business interruption), etc., in compliance with the Indenture of Trust. The certifications must provide “in reasonable detail the insurance then in effect pursuant to” Section 5.11 and also must state whether, during the calendar year, any facility has been “materially damages or destroyed, and if so, the amount of insurance proceeds covering such loss or damage…” As advised in the certification, during 2016, the Authority did not experience any material damages related to its facilities.

The Authority submitted its annual certification to the bond trustee, for the year ending December 31, 2017, prior to the deadline, on March 23, 2018.

Note 15. Commitments

Development Projects: In support of previously authorized economic development projects, the DRPA’s Board of Commissioners authorized loan guarantees to various banks to complete the financing aspects of a particular project. The Authority’s Board authorized loan guarantees in an amount not to exceed $27,000, prior to 2011 when the Board stopped funding new economic development projects.

Home Port Alliance Loan Guarantee: On June 6, 2012, the Authority negotiated a three-year extension of the existing $900 loan guarantee that supports a loan from TD Bank, N.A. to the Home Port Alliance for the Battleship New Jersey. The loan guarantee expired on June 6, 2015.

In April 2015, the Authority’s Board authorized the Authority to extend the loan guaranty for a ten-year period (DRPA-15-048) in the amount of $800. As of March 31, 2018, this is the only outstanding loan guarantee. The Authority has made no cash outlays related to this guarantee.

Community Impact: The Authority has an agreement with the City of Philadelphia (City) for Community Impact regarding the PATCO high-speed transit system (“Locust Street Subway Lease”). The agreement expires on December 31, 2050. In 2017, the base amount payable to the City totaled $3,291 as adjusted for cumulative increases in the Consumer Price Index (CPI) between 1999 and 2016. Base payments in 2017 equaled the previous year’s base payment adjusted by any increase in the CPI for 2017. For the years 2018 through 2050, the annual base payment shall equal one dollar.

In addition, for the duration of the lease, the Authority is required to annually create a PATCO Community Impact Fund in the amount of $500, with payment of such fund to be divided annually between communities within the Commonwealth and the State, based on PATCO track miles in the respective states.

The estimated minimum commitment at March 31, 2018, is as follows:

Year Amount 2019 500 2020 500 2021 500 2022 500 Thereafter 13,500

15,500$ 15,500$

Page 58 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 15. Commitments (Continued)

Redevelopment Fee: The Authority, pursuant to a January 2016 amendment to an original agreement dated December 31, 1991, is obligated to pay a net redevelopment fee to the City of Camden Redevelopment Agency in the amount of $363 annually, as an “ongoing yearly obligation”. This fee is paid annually on or about July 1. The Authority made its annual payment for this obligation in 2018.

OCIP Letters of Credit: In May 2008, the Authority entered into two new separate irrevocable (evergreen) standby Letters of Credit (“LOC”) with TD Bank, N.A. (formerly Commerce Bank) and Wachovia Bank, in support of the Authority’s “Owner Controlled Insurance Program (OCIP).” Under this insurance program, the Authority purchased various insurance policies and eligible contractors working on major capital construction projects enrolled into the OCIP.

The original LOC with Wells Fargo Bank (formerly Wachovia Bank) was for a four-year term in the amount of $5,000 with an expiration date of May 7, 2012. The LOC with TD Bank, N.A. (formerly Commerce Bank) was in an initial amount of $3,015 and automatically increased annually each May, in the amount of $816, until it expired on May 7, 2012.

The OCIP program was subsequently renewed in 2010, 2013 and 2014, and finally expired on December 31, 2014. During this period, the LOCs were reduced after consultation and approval by the insurance carrier.

Although the OCIP program ended in 2015 (the Railroad Protective Liability policy was extended to March of 2015 to meet the completion date of the project), the insurance carrier, AIG required the Authority to maintain the required LOC coverage to cover anticipated Workers’ Compensation and General Liability claims. Statutes of Limitations for filing Workers’ Compensation claims, whether based on an occupational disability or a physical injury, vary from state-to-state. In New Jersey, there is a two-year Statute of Limitations (SOL). Pennsylvania has a three-year SOL. The administration responsibilities for the closeout of the OCIP (September 7, 2008 to March 31, 2015) will remain open until:

• either the expiration of the Statue of Limitations (2 years in NJ and 3 years in PA);

• the date all claims are closed (but, no later than 3 years from the expiration date of December 31, 2014) or;

• the purchase of a “buy-out” (a stipulated sum in which AIG assumes all further financial responsibilities for claims or other obligations under the OCIP to allow DRPA to close its books financially (our letter of credit valued at $5.5 million makes this option possible) with respect to the OCIP.

Pursuant to DRPA-15-064, the board approved the renewal of the LOC in 2015, with TD Bank with an expiration date of December 31, 2016 in the amount of $5,462. AIG agreed to lower the LOC from $5,462 to $793 and the LOC was subsequently renewed at a lower principal amount in December 2016, to expire on December 31, 2017.

Based on its review, AIG agreed to a further reduction in the LOC to $398. The Authority renewed the LOC at the new figure of $398 to expire December 31, 2018.

The new total amount of security held by AIG is $448. No drawdowns have been made against any letter of credit. If AIG requires the Authority to extend the LOC beyond December 31, 2018 due to any open claims, the term of the LOC will be on a to-be-determined basis.

Direct Pay Letter of Credit (2008 Revenue Refunding Bonds): The Authority currently has one remaining LOC associated with the 2008 Revenue Refunding Bonds.

Page 59 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 15. Commitments (Continued)

Direct Pay Letter of Credit (2008 Revenue Refunding Bonds (Continued): The Authority’s 2008 Revenue Refunding Bonds (Series B) are secured by an irrevocable transferable Direct Pay Letter of Credit (“LOC”) issued by TD Bank, N.A., in the initial amount of $191,800, respectively. The Authority entered into separate Reimbursement Agreements with each credit provider to facilitate the issuance of said LOC. Each LOC is in an original stated amount which is sufficient to pay the unpaid principal amount of and up to fifty-three (53) days of accrued interest (at a maximum interest rate of 12%) on the related 2008B Revenue Refunding Bonds, when due, and the Purchase Price of the 2008B Revenue Refunding Bonds tendered or deemed tendered for purchase and not remarketed. The Credit Provider for the 2008B Revenue Refunding Bonds is only responsible for payments with respect to the 2008B Revenue Refunding Bonds for which the 2008B LOC was issued. The 2008B LOC was renewed in July of 2010 and which expired in July of 2013.

As described in the Official Statement for the 2008 Revenue Refunding Bonds, “any draw under Letter of Credit for principal, interest, or Purchase Price creates a reimbursement obligation on the part of the Authority that is secured by the 1998 Revenue Bond Indenture on a parity basis with the 2008 Revenue Refunding Bonds.” (Additional information related to this transaction and the accompanying Letters of Credit can be found under Note 12).

The letter of credit for TD Bank, N.A. was to expire on December 31, 2017, but it has been extended for a five (5) year term to expire December 31, 2020.

Letter of Credit Provider Ratings: Ratings for TD Bank as of March 31, 2018 are as follows:

Long-Term Short-Term Moody's S&P Fitch Moody's S&P Fitch TD Bank, N.A. (Series B) A2 AA-AA- P-1 A-1+ F1+

Stable Stable Stable

Direct Pay Letters of Credit (2010 Revenue Refunding Bonds): When originally issued, the Authority’s 2010 Revenue Refunding Bonds (Series A, B and C), were secured by irrevocable transferable Direct Pay Letters of Credit (“LOC”) issued by three credit providers, the Bank of America, N.A., JP Morgan Chase Bank, N.A. and PNC Bank, N.A. in the initial amounts of $152.6 million, $152.6 million and $50.9 million, respectively. The Authority entered into separate Reimbursement Agreements with each credit provider to facilitate the issuance of said LOCs. These LOC’s were terminated in March 2013, and replaced with new letters of credit from Royal Bank of Canada (Series A), Barclay’s Bank PLC (Series B), and Bank of New York Mellon (Series C).

The LOC with Barclays was to expire on March 20, 2015. However on February 18, 2015, Barclays Bank PLC (Series B) delivered a “Notice of Extension” to TD Bank (Trustee for bonds), to extend the “stated Expiration Date” for the LOC to March 20, 2018 (see Note 19,” Subsequent Events”).

The Letters of Credit with Royal Bank and BNY Mellon were both to expire on March 18, 2016. As mentioned earlier, these two Letters of Credit were extended until August 1, 2016 and June 16, 2016, respectively. (Note: The LOC with BNY Mellon expired on June 16 and was replaced with a LIBOR-Indexed direct purchase with Wells Fargo Bank). Similarly, the LOC with Royal Bank was terminated and replaced by two LIBOR-Indexed direct purchase loans with the B of A and TD Bank, N.A.).

Page 60 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 15. Commitments (Continued)

Direct Pay Letters of Credit (2010 Revenue Refunding Bonds (Continued): Each LOC is an irrevocable transferable direct-pay obligation of the respective issuing Credit Provider to pay to the Trustee, upon request and in accordance with the terms thereof, amounts sufficient to pay the unpaid principal amount and up to fifty-three (53) days (or such greater number of days as required by the rating agencies) days’ accrued interest (at the maximum interest rate of 12%) on the related 2010 A Revenue Refunding Bonds or 2010 B Revenue Refunding Bonds when due, whether at the stated maturity thereof or upon acceleration or call for redemption, and amounts sufficient to pay the Purchase Price of the 2010 A Revenue Refunding Bonds or the 2010 B Revenue Refunding Bonds, as applicable, tendered for purchase and not remarketed. A draw under a LOC for principal and interest or Purchase Price creates a Reimbursement Obligation (as defined in the 1998 Revenue Bond Indenture) on the part of the Authority.

Letter of Credit Provider Ratings: Ratings for Barclay’s Bank LLC as of March 31, 2018 are as follows:

Long-Term Short-Term Moody's S&P Fitch Moody's S&P Fitch Barclay's Bank PLC A1 A A P-1 A-1 F1 Negative Stable Positive Negative Negative Negative

Contractual Commitments: As of March 31, 2018, the Authority had board-approved contracts with remaining balances as follows:

Total Benjamin Franklin Bridge: Bridge, Building and Pavement Repairs and Inspection 9,324$ Temporary Toll, Clerical, Administration and Custodial Workers 84 Toll, Revenue, Transportation, Processing and Systems Upgrade 757 ERP Consulting Services 81 Engineering Services - Program Management and Task Orders 4,312 Pedestrian Bike Ramp 7,363 Other 2,075 Walt Whitman Bridge: Design Services for NJ Approach 6,494 Painting Spans & Towers 2,893 Emergency Generator Replacement 588 Commodore Barry Bridge: Deleading and Repainting 21,215 Structural repairs & Other 6,697 Bridge Painting Phase I & II and Inspection Bridge Painting Phase I & II and Inspection 15,786 Bridge Resurfacing and Other 3,375 PATCO System: Car Overhaul Program 106 Elevators Installation 35,273 Station Enhancements 8,172 Westmont & Lindenwold Viaduct and Track Rehabilitation 35,151 Subway Structure, Center Tower & Other Rehabilitation 6,229 Other: Other Equipment, Services and System Upgrades 707 166,682$ 166,682$

Page 61 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 15. Commitments (Continued)

NJ Customer Service Center Contract: In 2015, the Authority signed a contract to participate in the NJ Customer Service Center Contract, related to the implementation of new software system for the NJ E- ZPass group, of which the Authority is a member. In 2016, the Authority signed a memorandum of Agreement (MOA) related to this implementation, which also sets forth how “certain non-toll revenues and expenses of the NJ E-ZPass Group” incurred will be shared among the Agencies….”(DRPA-16-125), including the resolution of prior “negative customer balances”, which have accumulated under the old contract. Under this MOA, the Authority was assigned a “Revenue Allocation share” which resulted in an initial one-time cash payment of approximately $2.4 million in 2017, representing the Authority’s pro-rata share of the past negative balances. (It is anticipated that each year, each Agency will be required to pay its pro-rata of future negative cash balances, however, the anticipated annual “contribution” is expected to be significantly less given the initial large outlay of funds by each agency in 2017).

The Authority had recognized this commitment on its books and had reduced 2016 toll revenues by the estimated $2.6 million to reflect this reduction in toll revenues. In May 2017, the actual invoice payment for this commitment came in at $2.351 million. Revenues for 2017 were adjusted upward by $249 to reflect this reduction in the amount due.

Note 16. Bridge and PATCO Fare Schedules

Bridge Fares: On July 1, 2011, the approved new bridge toll schedule was implemented as follows:

Class 1 - Motorcycle 5.00$ Class 2 - Automobile 5.00 Class 3 - Two Axle Trucks 15.00 Class 4 - Three Axle Trucks 22.50 Class 5 - Four Axle Trucks 30.00 Class 6 - Five Axle Trucks 37.50 Class 7 - Six Axle Trucks 45.00 Class 8 - Bus 7.50 Class 9 - Bus 11.25 Class 10 - Senior Citizen (with 2 tickets only) 2.50 Class 13 - Auto with Trailer (1 axle) 8.75

PATCO Passenger Fares: On July 1, 2011, a new fare schedule was implemented as follows:

Lindenwold/Ashland Woodcrest 3.00$ Haddonfield/Westmont/Collingswood 2.60 Ferry Avenue 2.25 New Jersey 1.60 City Hall/Broadway/Philadelphia 1.40

Off-Peak Reduced Fare Program 0.70

As noted above, PATCO has a federally mandated reduced off-peak fare program for “elderly persons and persons with disabilities.” These off-peak rates increased from $0.62/trip to $0.70/trip.

At its July 2015 meeting, the Authority’s Board approved a resolution, DRPA-15-090, to re-implement an $18 credit/18 trips per month for commuter passenger vehicles in the NJ E-ZPass system (the Authority is a member of this consortium). Programming to implement this initiative was finalized and the new frequent bridge traveler credit program became effective on December 1, 2015. In January 2016, frequent users received their first credit since reintroduction of the program. (Approximately, $1.7 million was credited to customer accounts based on activity thru December 2016).

Page 62 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 16. Bridge and PATCO Fare Schedules (Continued)

In January 2017, the Authority approved resolution DRPA-17-002, which authorized the deferral of the CPI index based biennial toll increase. The toll increase was deferred from January 1, 2017 to January 1, 2019.

Note 17. New Governmental Accounting Pronouncements

The Governmental Accounting Standards Board (GASB) has issued the following statements that have effective dates that may affect future financial presentations:

Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions. The primary objective of this Statement is to improve accounting and financial reporting by state and local governments for postemployment benefits other than pensions (other postemployment benefits or OPEB). It also improves information provided by state and local governmental employers about financial support for OPEB that is provided by other entities. The Statement will become effective for the Authority’s year ending December 31, 2018 and is expected to have a material impact on the basic financial statements.

Statement No. 84, Fiduciary Activities. The primary objectiv e of this Statement is to improve guidance regarding the identification of fiduciary activities for accounting and financial reporting purposes and how those activities should be reported. This Statement establishes criteria for identifying fiduciary activities of all state and local governments. The focus of the criteria generally is on (1) whether a government is controlling the assets of the fiduciary activity and (2) the beneficiaries with whom a fiduciary relationship exists. Separate criteria are included to identify fiduciary component units and postemployment benefit arrangements that are fiduciary activities. The Statement will become effective for the Authority’s year ending December 31, 2018 and is not expected to have a material impact on the basic financial statements.

Statement No. 86, Certain Debt Extinguishment Issues. The primary objective of this Statement is to improve consistency in accounting and financial reporting for in-substance defeasance of debt by providing guidance for transactions in which cash and other monetary assets acquired with only existing resources, resources other than the proceeds of refunding debt, are placed in an irrevocable trust for the sole purpose of extinguishing debt. This Statement also improves accounting and financial reporting for prepaid insurance on debt that is extinguished and notes to financial statements for debt that is defeased in substance. The Statement will become effective for the Authority’s year ending December 31, 2018 and its implementation is dependent upon whether such extinguishment transactions are executed by the Authority.

Note 18. Blended Component Unit

Port Authority Transit Corporation (PATCO) is a wholly owned subsidiary of the Delaware River Port Authority (DRPA) established to operate and maintain the rapid transit system owned and constructed by DRPA. PATCO and DRPA share the same Board of Commissioners. A financial benefit or burden relationship exists between DRPA and PATCO as DRPA subsidizes the losses of PATCO and intends to continue to do so. The financial results of PATCO have been blended with those of DRPA in the financial statements.

Page 63 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 18. Blended Component Unit (Continued)

Rent of Transit System Facilities: All rapid transit system facilities used by PATCO are leased from the Authority, under terms of an agreement dated April 18, 1969 and amended June 3, 1974. The lease requires PATCO 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 PATCO pay a minimum annual rental of $6,122, which approximates the sum of the annual interest expense to the 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 PATCO 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.

PATCO’s outstanding liability to the DRPA for period January 1, 1974 to March 31, 2018 related to this agreement totals $270,748.

Net Position: The net position totaling ($747,261) and ($741,594) as of March 31, 2018 and December 31, 2017, respectively, represents the total losses for PATCO since inception.

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended March 31, 2018 is as follows:

March 31, 2018 DRPA PATCO Total Current assets 781,789$ 11,405$ 793,194$ Receivable from primary government (2,290) 2,290 Capital assets 1,564,006 1,564,006 Other noncurrent assets 12,548 12,548 Total assets 2,356,053 13,695 2,369,748

Deferred outflows of resources 103,845 8,116 111,961 Total assets and deferred outflows of resources 2,459,898 21,811 2,481,709 Current liabilities 106,137 5,162 111,300 Payables to primary government: Lease agreement (270,748) 270,748 Advances from DRPA (463,009) 463,009 Noncurrent liabilities 1,571,943 29,252 1,601,195 Total liabilities 944,323 768,172 1,712,495 Deferred inflows of resources 5,824 900 6,724 Total net position (deficiency) 1,509,751$ (747,261)$ 762,490$

Page 64 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 18. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended March 31, 2018 is as follows (continued): March 31, 2018 DRPA PATCO Total Operating revenues Bridge revenues 77,987$ 77,987$ Transit systems 6,738$ 6,738 Other - - Total operating revenues 77,987 6,738 84,725 Operating expenses Operating - Other 25,658 11,136 36,794 Depreciation 16,177 16,177

Total operating expenses 41,836 11,136 52,972 Operating income (loss) 36,152 (4,399) 31,753 Nonoperating revenues (expenses) Interest expense (15,858) (15,858) Bond issuance costs Economic development activities (14) (14) Lease rental 1,531 (1,531) Other 37 262 299

Total nonoperating revenues ( (14,304) (1,269) (15,571)

Capital contributions 2,175 - 2,175 Change in net position 24,023 (5,667) 18,358 Net position (deficiency), January 1 1,485,728 (741,594) 744,132 Net position (deficiency), March 31 1,509,751$ (747,261)$ 762,490$

March 31, 2018 DRPA PATCO Total

Net cash provided by (used in) operating activities 29,539$ (4,026)$ 25,513$ Net cash provided by (used in) noncapital financing activities (3,692) 3,630 (62) Net cash provided by (used in) capital and related financing activities (101,497) (101,497) Net cash provided by (used in) investing activities 75,648 75,648

Net increase (decrease) in cash and cash equivalents (2) (396) (398) Cash and cash equivalents, January 1 36,671 2,054 38,725

Cash and cash equivalents, March 31 36,817$ 1,510$ 38,327$

Page 65 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 18. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2017 is as follows:

Condensed Combining Statements of Net Position December 31, 2017 DRPA PATCO Total Current assets 850,047$ 12,040$ 862,087$ Receivable from primary government (3,983) 3,983 Capital assets 1,562,816 1,562,816 Other noncurrent assets 15,594 15,594 Total assets 2,424,474 16,023 2,440,497 Deferred outflows of resources 104,230 8,116 112,346 Total assets and deferred outflows of resources 2,528,704 24,139 2,552,843 Current liabilities 133,475 11,902 145,377 Payables to primary government: Lease agreement (269,218) 269,218 Advances from DRPA (457,870) 457,870 Noncurrent liabilities 1,630,765 25,843 1,656,608

Total liabilities 1,037,152 764,833 1,801,985

Deferred inflows of resources 5,824 900 6,724 Net investment in capital assets 271,323 271,323 Restricted 205,742 205,742 Unrestricted (deficiency) 1,008,663 (741,594) 267,069 Total net position (deficiency) 1,485,728$ (741,594)$ 744,134$

Page 66 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 18. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2017 is as follows (continued):

Condensed Combining Statements of Revenues, Expenses and Changes in Net Position December 31, 2017 DRPA PATCO Total Operating revenues Bridge revenues 337,393$ 337,393$ Transit systems 28,361$ 28,361 Other 226 226 Total operating revenues 337,619 28,361 365,980 Operating expenses Operating - Other 109,845 50,398 160,243 Depreciation 61,270 61,270 Total operating expenses 171,115 50,398 221,513 Operating income (loss) 166,504 (22,037) 144,467 Nonoperating revenues (expenses) Interest expense (72,556) (72,556) Economic development activities (4,194) (4,194) Lease rental 6,122 (6,122) Other 13,433 186 13,619 Total nonoperating revenues (expenses) (57,195) (5,936) (63,131) Capital contributions 7,557 - 7,557 Change in net position 116,866 (27,973) 88,893 Net position (deficiency), January 1 1,368,862 (713,621) 655,241 Net position (deficiency), December 31 1,485,728$ (741,594)$ 744,134$

Condensed Combining Statements of Cash Flows

December 31, 2017 DRPA PATCO Total Net cash provided by (used in) operating activities 229,035$ (24,159)$ 204,876$ Net cash provided by (used in) noncapital financing activities (27,150) 23,793 (3,357) Net cash provided by (used in) capital and related financing activities (254,340) (254,340) Net cash provided by (used in) investing activities 47,926 47,926

Net increase (decrease) in cash and cash equivalents (4,529) (366) (4,895) Cash and cash equivalents, January 1 41,349 2,271 43,620 Cash and cash equivalents, December 31 36,820$ 1,905$ 38,725$

Page 67 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 19. Subsequent Events

Bond and Swap Payments: The Authority is current on all monthly debt service and swap payments, as of June 2018.

Union Contracts: All union contracts, including those negotiated with the Teamsters, FOP, IUOE and IBEW, expired on December 31, 2017. Contract negotiations have commenced with the aforementioned unions.

Page 68 Schedule 1 DELAWARE RIVER PORT AUTHORITY CASH & CASH EQUIVALENTS March 31, 2018 (Unaudited)

REVENUE FUND: Cash on hand: Undeposited Tolls and Ticket Sales 864,336$ Santander Bank, N.A. 1,759,266 TD Bank N.A. 1,675,880 Bank of America, N.A. 1,329,916 Bank Of New York Mellon, N.A. 1,409,886 Wells Fargo Bank, N.A. 1,532,646 8,571,929$

1998 PORT DISTRICT PROJECT FUND: Santander Bank, N.A. 4,108$

1999 PORT DISTRICT PROJECT FUND: Wells Fargo Bank, N.A. 473,158$

1999 PROJECT FUND: Santander Bank, N.A. 59,566$

GENERAL FUND: Cash on Hand - Change and Working Funds for PATCO Transit System Stations 239,525 Wells Fargo Bank, N.A. 1,246,856 Santander Bank, N.A. 1,622,003 Bank Of New York Mellon, N.A. 143,742 TD Bank N.A. 25,966,410 29,218,536

Total $ 38,327,296

Page 69 Schedule 2 DELAWARE RIVER PORT AUTHORITY INVESTMENTS March 31, 2018 (Unaudited) Par Value Fair Value REVENUE FUND: AIM Money Market $ 8,347,097 8,347,097 MAINTENANCE RESERVE FUND (Restricted): Goldman Sachs Money Market $ 5,179,852 5,179,852 1999 PDP DEBT SERVICE FUND (Restricted): Federated Treasury Cash Series II $ 1,452,425 1,452,425 2012 PDP DEBT SERVICE FUND (Restricted): Goldman Sachs Money Market $ 3,808,489 3,808,489 2010 DEBT SERVICE FUND (Restricted): Goldman Sachs Money Market $ 4,321,151 4,321,151 2013 DEBT SERVICE FUND (Restricted): Goldman Sachs Money Market $ 6,627,271 6,627,271 2008 DEBT SERVICE FUND (Restricted): Goldman Sachs Money Market $ 5,980,809 5,980,809 1998B BOND RESERVE FUND (Restricted): Goldman Sachs Money Market $ 73,737,799 73,737,799 BNP Paribas Fortis Commercial Paper due 07/02/2018 (includes accrued interest) 40,830,000 40,236,351 $ 114,567,799 113,974,149 2010 REVENUE REFUNDING DEBT SERVICE FUND (Restricted): Goldman Sachs Money Market $ 7,000,048 7,000,048 2012 PORT DISTRICT DEBT SERVICE RESERVE FUND (Restricted): BNP Paribas Fortis Commercial Paper due 07/02/2018 (includes accrued interest) $ 10,745,000 10,588,773 Goldman Sachs Treasury Obligation Money Market 7,139,157 7,139,157 $ 17,884,157 17,727,929 GENERAL FUND: AIM Money Market $ 52,145,437 52,145,437 PFM Cash Reserve Money Market 361,609 361,609 UBS Investments 35,213,764 31,199,650 Morgan Stanley / Dean Witter Investments 27,186,603 26,415,194 Swarthmore Group Investments 55,790,760 55,199,599 Haverford Trust Investments 5,579,236 5,571,336 Haverford Trust C/D 6,497,200 6,497,200 TD Bank Investment Account 20,345,420 20,345,420 WF Cap Res Pay-as-You-Go Money Market 350,478,362 350,478,362 US Treasury Bills due 5/31/18 2,700,000 2,693,836 $ 556,298,391 550,907,643 1998 PORT DISTRICT PROJECT FUND: PFM Cash Reserve Money Market $ 317 317 1999 PORT DISTRICT PROJECT FUND Goldman Sachs Money Market $ 225,946 225,946 2001 PORT DISTRICT PROJECT FUND: Goldman Sachs Money Market $ 546,006 546,006 2013 REVENUE BOND PROJECT FUND: Wells Fargo Money Markets $ 0 0 Total investments $ 732,239,759 726,099,134

Page 70 Schedule 3 DELAWARE RIVER PORT AUTHORITY INTEREST INCOME BY FUND (Unaudited)

Period Ended

3/31/2018 3/31/2017 Revenue Fund $ 111,161 $ 95,731 Maintenance Reserve Fund 40,894 36,523 1998 Port Project Fund 1 0 1999 Port Project Fund 935 268 2001 Port Project Fund 1,080 28 1998 Port District Debt Service Fund 4,168 121 1999 Port District Debt Service Fund 2,845 - 2010 Debt Service Fund A, B, C 7,585 206 2010 Debt Service Fund D 4,794 870 1998 Bond Reserve Fund 731,875 589,886 2012 Port Debt Service Reserve Fund 168,876 155,611 2008 Debt Service Fund 6,505 180 2013 Project Fund 2,930 85,926 2013 Debt Service Fund 7,354 1,343 General Fund 1,472,298 1,150,637 $ 2,563,301 $ 2,117,329

Page 71 Schedule 4

DELAWARE RIVER PORT AUTHORITY BRIDGE REVENUES AND OPERATING EXPENSES* FOR THE PERIODS INDICATED (Unaudited)

Year Ended 3/31/2018 3/31/2017 BENJAMIN FRANKLIN BRIDGE Operating Revenues Bridge Tolls 24,100,954$ 24,086,484$ Other Operating Revenues 29,742 28,266 Total Operating Revenues 24,130,696 24,114,750 Operating Expenses 3,891,795 3,603,004 Net Operating Income 20,238,901 20,511,746

WALT WHITMAN BRIDGE Operating Revenues Bridge Tolls 28,402,163 28,865,359 Other Operating Revenues 1,588 8,572 Total Operating Revenues 28,403,751 28,873,931 Operating Expenses 4,438,625 4,124,575 Net Operating Income 23,965,126 24,749,356

COMMODORE BARRY BRIDGE Operating Revenues Bridge Tolls 12,985,065 12,858,936 Other Operating Revenues - - Total Operating Revenues 12,985,065 12,858,936 Operating Expenses 1,626,252 1,610,948 Net Operating Income 11,358,813 11,247,988

BETSY ROSS BRIDGE Operating Revenues Bridge Tolls 10,963,422 10,885,367 Other Operating Revenues 5 - Total Operating Revenues 10,963,427 10,885,367 Operating Expenses 1,935,415 1,830,747 Net Operating Income 9,028,012 9,054,620

COMBINED TOTALS Operating Revenues: Bridge Tolls 76,451,603$ 76,696,146$ Other 31,335 36,838 Total Operating Revenues 76,482,938 76,732,984 Operating Expenses 11,892,087 11,169,273 Net Operating Income $ 64,590,851 $ 65,563,711 * This report is strictly for DRPA bridge related revenues and expenditures. Page 72 Schedule 5 DELAWARE RIVER PORT AUTHORITY ECONOMIC DEVELOPMENT ACTIVITY FOR THE PERIOD ENDED MARCH 31, 2018 (Unaudited)

2018YTD Activity Period Ended (New Loans and 03/31/18 12/31/17 Principal Payments) ECONOMIC DEVELOPMENT LOANS: Cooper River Boathouse 549,710$ 562,097$ (12,387)$ Camden Aquarium 12,783,011 12,873,002 (89,991) Total Loans 13,332,721$ 13,435,099$ (102,377)$

Provision for loan losses (1,344,551)$ (1,344,551)$ -$

Total Loans per Balance Sheet - Net $ 11,988,171 $ 12,090,548 $ (102,377)

Page 73

DRPA BOARD MINUTES

DELAWARE RIVER PORT AUTHORITY

BOARD MEETING

One Port Center 2 Riverside Drive Camden, NJ Wednesday, June 20, 2018

PRESENT

Pennsylvania Commissioners Christopher Lewis, Esq. Joseph Martz Donna Powell Sean Murphy, Esq. (for Pennsylvania Auditor General Eugene DePasquale) Robert Borski (for Pennsylvania Treasurer Joseph Torsella)

New Jersey Commissioners Jeffrey Nash, Esq., Vice Chairman of the Board (for Chairman Ryan Boyer) Aaron Nelson (for Ricardo Taylor) Albert Frattali Frank DiAntonio Richard Sweeney Bruce Garganio Charles Fentress Daniel Christy

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 Kathleen Vandy, Assistant General Counsel James White, Chief Financial Officer John Lotierzo, Director of Finance 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

Page 1 of 6 DRPA/PATCO Staff (Continued) Richard Mosback, Director, Procurement DRPA/PATCO Rich Betts, Acting Manager, Procurement William Shanahan, Director, Government Relations Tonyelle Cook-Artis, Manager, Government Relations Michael Venuto, Chief Engineer Kevin LaMarca, Director, Information Services Kyle Anderson, Director, Corporate Communications Mike Williams, Graphic Design Administrator, Corporate Communications Darlene Callands, Manager, Community Relations Amy Ash, Manager, Contracts Administration Valerie Bradford, Bridge Director, Benjamin Franklin and Betsy Ross Bridges Lawrence Walton, Bridge Director, Walt Whitman and Commodore Barry Bridges Steve Reiners, Director, Fleet Management Alberto Longo, Summer Intern, OGC Kandyse Samuel, Summer Intern, OGC 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 Southeast Regional Office Christopher Gibson, Esq., Archer & Greiner (New Jersey Counsel) Alan Kessler, Esq., Duane Morris LLP (Pennsylvania Counsel) Sangetta Doshi, Cherry Hill Councilwoman Samantha Fund, Managing Director, PNC Jarred Corn, Bowman LLP Jennifer Bertino, Bowman LLP Linda Hallowell, Wells Fargo JoEllyn Powell, Wells Fargo Julius Coursey, Wells Fargo Charles Holmes, Holmes & Company Robert Leipziger, Rob’s Automotive & Collision Center Kevin Wilson, Rob’s Automotive & Collision Center Daniel Norfleet, Citizens Advisory Committee (“CAC”) Alan Becker, prospective CAC 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.

Page 2 of 6 Roll Call Vice Chairman Nash called the meeting to order at 9:05 a.m. and asked that the Corporate Secretary call the roll. The following Commissioners were present, constituting a quorum: Vice Chairman Nash, Lewis, Martz, Borski, Powell, Frattali, Sweeney, Christy, Garganio, Murphy, DiAntonio, Nelson and Fentress.

Public Comment Robert Leipziger, owner of Rob’s Automotive and Collision Center, gave a brief synopsis of the services that his company could offer the Authority. He thanked the Authority for using his company for the past three years and noted that his contract was up for renewal.

Report of the Chief Executive Officer CEO Hanson stated that his report stood as previously submitted. He mentioned that he and Chief Engineer Venuto participate in a fundraiser for the charity “Back On My Feet” and DRPA and PATCO were among the top fundraisers. Commissioner DiAntonio moved to approve the CEO’s Report and Commissioner Sweeney seconded the motion. All Commissioners in attendance voted to approve the CEO’s Report. The motion carried.

Vice Chairman Nash introduced Cherry Hill Councilwoman Sangetta Doshi to the Board.

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

Approval of the May 16, 2018 DRPA Board Meeting Minutes Vice Chairman Nash stated that the Minutes of the May 16, 2018 DRPA Board Meeting had been previously provided to the Governors of New Jersey and Pennsylvania and to the DRPA Commissioners. Commissioner Powell moved to approve the Minutes and Commissioner DiAntonio 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 May 2018 and the List of Previously Approved Purchase Orders and Contracts Covering the Month of May 2018 Vice Chairman Nash stated that the Monthly List of Payments covering the month of May 2018 and the Monthly List of Purchase Orders and Contracts covering the month of May 2018 were previously provided to all Commissioners. Commissioner DiAntonio moved to receive and file the lists and Commissioner Sweeney seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative. The motion carried.

Approval of Finance Committee Meeting Minutes of June 6, 2018 Vice Chairman Nash stated that the Minutes of the June 6, 2018 Finance Committee Meeting were previously provided to all Commissioners. Commissioner Borski moved to approve the Minutes and Commissioner DiAntonio 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.

Page 3 of 6 Adoption of Resolutions Approved by the Finance Committee on June 6, 2018 Vice Chairman Nash stated that there were seven (7) Resolutions from the June 6, 2018 Finance Committee Meeting for consideration, and introduced the following:

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

Commissioner Frattali moved to adopt Resolutions DRPA-18-051 through DRPA-18-057 and Commissioner DiAntonio seconded the motion. There were no questions or comments on the Resolutions. All Commissioners in attendance voted in the affirmative to adopt the Resolutions, with the exception of Vice Chairman Nash abstaining on DRPA-18-056. The motion carried.

Approval of Audit Committee Meeting Minutes of June 6, 2018 Vice Chairman Nash stated that the Minutes of the June 6, 2018 Audit Committee Meeting were previously provided to all Commissioners. Commissioner DiAntonio moved to approve the Minutes and Commissioner Christy 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 Audit Committee on June 6, 2018 Vice Chairman Nash stated that there was one (1) Resolution from the June 6, 2018 Audit Committee Meeting for consideration, and introduced the following:

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

Page 4 of 6 Commissioner Christy moved to approve the Resolution and Commissioner Murphy seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Resolution. The motion carried.

Approval of Operations & Maintenance Committee Meeting Minutes of June 12, 2018 Vice Chairman Nash stated that the Minutes of the June 12, 2018 Operations & Maintenance Committee Meeting were previously provided to all Commissioners. Commissioner Fentress moved to approve the Minutes and Commissioner Frattali 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 June 12, 2018 Vice Chairman Nash stated that there were six (6) Resolutions from the June 12, 2018 Operations & Maintenance Committee Meeting for consideration, and introduced the following:

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

Commissioner Fentress moved to approve Resolutions DRPA-18-059 through DRPA-18-060 and DRPA-18-062 through DRPA-18-065 and Commissioner Christy seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Resolutions. The motion carried.

Approval of Labor Committee Meeting Minutes of June 12, 2018 Vice Chairman Nash stated that the Minutes of the June 12, 2018 Labor Committee Meeting were previously provided to all Commissioners. Commissioner Borski moved to approve the Minutes and Commissioner Nelson 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.

Page 5 of 6 Unfinished Business Vice Chairman Nash stated that there was one (1) item of DRPA Unfinished Business. It was as follows:

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

Commissioner Frattali moved to approve the Resolution and Commissioner DiAntonio seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Resolution. The motion carried.

Citizens Advisory Committee Report Daniel Norfleet spoke on behalf of Mike Devlin for the Citizens Advisory Committee. He extended the Committee’s thanks to the DRPA and the Board for making sure their voices were heard.

New Business Vice Chairman Nash reported that there was one (1) item of New Business for consideration, and introduced the following:

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

Commissioner Frattali moved to adopt the Resolution and Commissioner DiAntonio 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.

MEETING HELD IN ABEYANCE

At 9:21 a.m., Vice Chairman Nash 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 DiAntonio seconded the motion. All Commissioners in attendance voted to approve the motion and the DRPA Board Meeting adjourned at 9:28 a.m.

Respectfully Submitted,

Raymond J. Santarelli, Esquire General Counsel and Corporate Secretary

Page 6 of 6

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS

DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

REMINGTON & VERNICK ENGINEERS, INC. 4TH ST GARAGE CATHODIC PROTECTION D-15-019 $1,395.74 ** 4TH ST GARAGE CATHODIC PROTECTION TOTAL $1,395.74 FALASCA MECHANICAL, INC. AIR HANDLER #4 REPLACEMENT D-17-011 $23,761.00 ** AIR HANDLER #4 REPLACEMENT TOTAL $23,761.00 AECOM TECHNICAL SERVICES, INC. ANCHORAGE PRESERVATION D-14-048 $8,979.90 ** PARSONS TRANSPORTATION GRP OF NY IN ANCHORAGE PRESERVATION D-17-032 $228,992.33 ** ANCHORAGE PRESERVATION TOTAL $237,972.23 CANON FINANCIAL SERVICES, INC AUTHORITY WIDE COPIERS & PRINTERS D-16-083 $5,814.42 ** AUTHORITY WIDE COPIERS & PRINTERS TOTAL $5,814.42 MULTIFACET, INC. AUTO ACCESSORIES 25KTHRES $694.80 AUTO ACCESSORIES TOTAL $694.80 TRAFFIX DEVICES, INC. AUTO MAINT/RPR PRTS 25KTHRES $9,382.39 AUTO MAINT/RPR PRTS TOTAL $9,382.39 EPLUS TECHNOLOGY, INC BACKUP ARCHIVING OF DIGITAL DATA D-18-039 $138,044.40 ** BACKUP ARCHIVING OF DIGITAL DATA TOTAL $138,044.40 VITETTA ARCHITECTS & ENGINEERS BFB MASONRY REHABILITATION D-18-002 $32,284.49 ** BFB MASONRY REHABILITATION TOTAL $32,284.49 HAKS ENGINEERS BIENNIAL INSPECTION D-17-105 $77,290.04 HNTB CORPORATION BIENNIAL INSPECTION D-17-103 $29,726.85 MODJESKI AND MASTERS, INC. BIENNIAL INSPECTION D-17-104 $29,529.56 REMINGTON & VERNICK ENGINEERS, INC. BIENNIAL INSPECTION D-16-021 $363.34 BIENNIAL INSPECTION TOTAL $136,909.79 BANK OF NEW YORK - MELLON BOND SERVICE BOND RESOLUTIONS $480,977.21 TD BANK, N.A. BOND SERVICE BOND RESOLUTIONS $8,606,625.10 BOND SERVICE TOTAL $9,087,602.31 CORCON, INC. BRB MAINTENANCE PAINTING D-17-065 $1,239,076.80 ** BRB MAINTENANCE PAINTING TOTAL $1,239,076.80 TRI-COUNTY TERMITE & PEST CONTROL BUILDING MAINT SRVS 25KTHRES $165.00 BUILDING MAINT SRVS TOTAL $165.00 ALSTOM TRANSPORTATION, INC. CAR REHAB DESIGN D-10-154 $1,561,700.52 ** CAR REHAB DESIGN TOTAL $1,561,700.52 DANIEL F. PETTIT CDL LICENSE FEES 25KTHRES $48.00 JOHN J. FLORICH CDL LICENSE FEES 25KTHRES $44.00 JOSEPH R. FRIES CDL LICENSE FEES 25KTHRES $44.00 MARK A. DUMONT CDL LICENSE FEES 25KTHRES $68.00 RICHARD C. LISTER CDL LICENSE FEES 25KTHRES $44.00 CDL LICENSE FEES TOTAL $248.00 GANNETT FLEMING COMPANIES CENTER TOWER/COMMAND & CONTROL D-16-011 $22,797.43 ** CENTER TOWER/COMMAND & CONTROL TOTAL $22,797.43 REMINGTON & VERNICK ENGINEERS, INC. CENTERLINE CATWALK REHABILITATION D-15-019 $20,289.78 ** CENTERLINE CATWALK REHABILITATION TOTAL $20,289.78 ROBERT MELIKIAN CITIZEN ADVISORY COMMITTEE EXPENSES 25KTHRES $71.24 CITIZEN ADVISORY COMMITTEE EXPENSES TOTAL $71.24 KEYPORT ARMY NAVY CLOTHING UNIFORM 25KTHRES $110.00 LANDSMAN UNIFORMS CLOTHING UNIFORM 25KTHRES $960.00 WITMER PUBLIC SAFETY GRP INC CLOTHING UNIFORM 25KTHRES $2,473.60 CLOTHING UNIFORM TOTAL $3,543.60 EPLUS TECHNOLOGY, INC COMP HW/PERIPH-MICRO 25KTHRES $2,615.80 COMP HW/PERIPH-MICRO TOTAL $2,615.80 THOMSON REUTERS- WEST COMPUTER SOFTWARE 25KTHRES $302.60 COMPUTER SOFTWARE TOTAL $302.60 COURT LIAISON SERVICES, LLC CONTRACT SERVICE EXPENSE D-17-073 $2,750.00 IRON MOUNTAIN INCORPORATED CONTRACT SERVICE EXPENSE D-16-012 $13,367.00 CONTRACT SERVICE EXPENSE TOTAL $16,117.00 LAZ PARKING CONTRACTED P/T TOLL COLLECTORS D-17-012 $82,620.06 CONTRACTED P/T TOLL COLLECTORS TOTAL $82,620.06 CONDUENT BUSINESS SERVICES LLC CONTRACTORS - E-ZPASS WALK IN CSC D-04-031 $49,173.07 CONTRACTORS - E-ZPASS WALK IN CSC TOTAL $49,173.07 CANON SOLUTIONS AMERICA, INC. COPIER EXPENSE D-16-083 $4,001.06 COPIER EXPENSE TOTAL $4,001.06

** Capital Expenditures Page 1 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

TEAM CLEAN, INC CUSTODIAL SERVICES D-16-120 $135,811.77 CUSTODIAL SERVICES TOTAL $135,811.77 BENTLEY SYSTEMS, INC. DATA PROCESSING 25KTHRES $246.25 DELL MARKETING L.P. DATA PROCESSING D-18-047 $91,742.50 EPLUS TECHNOLOGY, INC DATA PROCESSING D-18-047 $100,645.14 INSIGHT PUBLIC SECTOR, INC DATA PROCESSING 25KTHRES $14,569.05 SHI INTERNATIONAL CORP DATA PROCESSING 25KTHRES $2,505.00 ZAYO GROUP HOLDINGS INC DATA PROCESSING D-16-086 $1,636.00 DATA PROCESSING TOTAL $211,343.94 CORCON, INC. DELEADING AND REPAINTING D-15-081 $2,379,905.40 ** ELLIOTT GREENLEAF & SIEDZIKOWSKI PC DELEADING AND REPAINTING D-17-086 $5,197.50 ** JOHNSON, MIRMIRAN & THOMPSON, INC. DELEADING AND REPAINTING D-15-098 $135,807.81 ** KS ENGINEERS, P.C. DELEADING AND REPAINTING D-16-087 $24,208.30 ** TURNER SURETY & INSURANCE BROKERAGE DELEADING AND REPAINTING D-16-109 $1,750.00 ** DELEADING AND REPAINTING TOTAL $2,546,869.01 RIGGINS INC. DIESEL FUEL D-17-051 $7,573.86 DIESEL FUEL TOTAL $7,573.86 EMERGI-CLEAN INC DISPOSAL FEES 25KTHRES $285.00 DISPOSAL FEES TOTAL $285.00 A.P. CONSTRUCTION, INC. DRPA COLLINGSWOOD STATION PARK LOT D-17-047 $134,589.97 ** URBAN ENGINEERS, INC. DRPA COLLINGSWOOD STATION PARK LOT D-15-019 $37,831.93 ** DRPA COLLINGSWOOD STATION PARK LOT TOTAL $172,421.90 REMINGTON & VERNICK ENGINEERS, INC. DRPA PATCO BIRCH STREET D-15-019 $4,094.16 ** DRPA PATCO BIRCH STREET TOTAL $4,094.16 KLEINFELDER INC. DRPA WOODCREST PARKING LOT RECONSTR D-15-019 $2,815.80 ** DRPA WOODCREST PARKING LOT RECONSTR TOTAL $2,815.80 ATLANTIC CITY ELECTRIC ELECTRICITY EXPENSE UTILITY $5,369.99 DIRECT ENERGY MARKETING INC ELECTRICITY EXPENSE UTILITY $7,031.42 PECO - PAYMENT PROCESSING ELECTRICITY EXPENSE UTILITY $21,931.09 PSE&G CO. ELECTRICITY EXPENSE UTILITY $11,373.09 THE ERIC RYAN CORPORATION ELECTRICITY EXPENSE D-13-088 $22.61 ELECTRICITY EXPENSE TOTAL $45,728.20 REMINGTON & VERNICK ENGINEERS, INC. ELEVATOR REPLACEMENT D-15-019 $1,955.24 ** ELEVATOR REPLACEMENT TOTAL $1,955.24 CHAMMINGS ELECTRIC, INC. EMERGENCY GENERATOR D-17-064 $37,388.87 ** REMINGTON & VERNICK ENGINEERS, INC. EMERGENCY GENERATOR D-15-019 $1,099.03 ** EMERGENCY GENERATOR TOTAL $38,487.90 ANN DUVALL EMPLOYEE AWARDS 25KTHRES $95.93 EMPLOYEE AWARDS TOTAL $95.93 DELTA DENTAL OF NEW JERSEY, INC. EMPLOYEE DENTAL INSURANCE D-15-105 $27,537.28 EMPLOYEE DENTAL INSURANCE TOTAL $27,537.28 AMERIHEALTH INSURANCE COMPANY EMPLOYEE MEDICAL INSURANCE D-15-104 $660,417.16 EMPLOYEE MEDICAL INSURANCE TOTAL $660,417.16 VISION BENEFITS OF AMERICA EMPLOYEE VISION INSURANCE D-15-106 $2,896.50 EMPLOYEE VISION INSURANCE TOTAL $2,896.50 SIVA CORROSION SERVICES INC ENGINEERING SERVICES D-16-116 $4,833.08 ENGINEERING SERVICES TOTAL $4,833.08 DELL MARKETING L.P. EQUIPMENT 25KTHRES $316.41 EQUIPMENT TOTAL $316.41 A & A GLOVE & SAFETY CO. EQUIPMENT & TOOLS 25KTHRES $2,591.68 AALL AMERICAN FASTENERS EQUIPMENT & TOOLS 25KTHRES $163.48 ALKO DISTRIBUTORS EQUIPMENT & TOOLS 25KTHRES $141.99 AMERICAN CRANE & EQUIPMENT EQUIPMENT & TOOLS D-17-043 $12,500.00 ASPEN REFRIGERENTS, INC. EQUIPMENT & TOOLS 25KTHRES $544.50 DIAMOND TOOL EQUIPMENT & TOOLS 25KTHRES $504.50 EAGLE POINT GUN EQUIPMENT & TOOLS 25KTHRES $329.85 FORTRESS PROTECTION LLC EQUIPMENT & TOOLS 25KTHRES $4,509.00 FRANKLIN - GRIFFITH, LLC EQUIPMENT & TOOLS 25KTHRES $7,626.50 G A BLANCO & SONS INC. EQUIPMENT & TOOLS 25KTHRES $1,875.00 MPH INDUSTRIES, INC. EQUIPMENT & TOOLS 25KTHRES $6,057.00

** Capital Expenditures Page 2 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

PEMBERTON ELECTRICAL SUPPLY COMPANY EQUIPMENT & TOOLS 25KTHRES $437.50 PENDERGAST SAFETY EQUIPMENT CO EQUIPMENT & TOOLS 25KTHRES $871.60 SIEMENS INDUSTRY, INC. EQUIPMENT & TOOLS 25KTHRES $1,020.00 SLATEBELT SAFETY EQUIPMENT & TOOLS 25KTHRES $366.00 TACTICAL PUBLIC SAFETY EQUIPMENT & TOOLS D-17-073 $7,814.40 THOMSON REUTERS- WEST EQUIPMENT & TOOLS 25KTHRES $453.00 UNITED ELECTRIC EQUIPMENT & TOOLS 25KTHRES $440.00 EQUIPMENT & TOOLS TOTAL $48,246.00 JACOBS ENGINEERING GROUP INC EVESHAM PEDESTRIAN BRIDGE REPLACEMENT D-15-019 $16,367.46 ** EVESHAM PEDESTRIAN BRIDGE REPLACEMENT TOTAL $16,367.46 NEW JERSEY TURNPIKE AUTHORITY E-Z PASS TRANSPONDERS - MARK IV D-04-031 $14,112.39 ** E-Z PASS TRANSPONDERS - MARK IV TOTAL $14,112.39 AMERICAN EXPRESS E-ZPASS CREDIT CARD FEES D-04-031 $18.87 PAYMENTECH E-ZPASS CREDIT CARD FEES D-04-031 $614.64 E-ZPASS CREDIT CARD FEES TOTAL $633.51 GLOBAL EQUIPMENT CO, INC FURNITURE 25KTHRES $1,505.70 MCMASTER-CARR SUPPLY CO FURNITURE 25KTHRES $2,496.72 FURNITURE TOTAL $4,002.42 RIGGINS INC. GASOLINE - UNLEADED D-17-051 $33,156.19 GASOLINE - UNLEADED TOTAL $33,156.19 OXFORD COMMUNICATIONS INC GRANT RECEIVABLES D-15-154 $189,001.64 TRIAD ADVISORY SERVICES INC GRANT RECEIVABLES D-16-050 $9,275.00 GRANT RECEIVABLES TOTAL $198,276.64 SYMETRA LIFE INSURANCE COMP. GROUP LIFE & ACCIDENT INSURANCE D-17-074 $97,080.72 GROUP LIFE & ACCIDENT INSURANCE TOTAL $97,080.72 TRI-STATE DISTRIBUTORS OF NJ, INC HARDWARE & RELATED 25KTHRES $53.64 HARDWARE & RELATED TOTAL $53.64 PHILADELPHIA GAS WORKS HEATING EXPENSE UTILITY $3,635.63 PSE&G CO. HEATING EXPENSE UTILITY $963.94 SOUTH JERSEY GAS COMPANY HEATING EXPENSE UTILITY $1,102.69 THE ERIC RYAN CORPORATION HEATING EXPENSE D-13-088 $9.08 HEATING EXPENSE TOTAL $5,711.34 CARRIER CORPORATION HVAC 25KTHRES $2,150.00 HVAC TOTAL $2,150.00 BURNS ENGINEERING, INC. INST ELEVATORS REMAINING STATIONS P-17-011 $130,788.67 ** INST ELEVATORS REMAINING STATIONS TOTAL $130,788.67 PORT AUTHORITY TRANSIT CORPORATION INTERCOMPANY TRANSFERS NONE $3,456,963.68 INTERCOMPANY TRANSFERS TOTAL $3,456,963.68 THE HAVERFORD TRUST COMPANY INVESTMENT MGMT. FEES D-00-079 $2,367.82 UBS GLOBAL ASSET MANAGEMENT INVESTMENT MGMT. FEES D-00-079 $13,416.69 INVESTMENT MGMT. FEES TOTAL $15,784.51 IUOE 542 BENEFIT FUNDS IUOE HEALTH INSURANCE D-15-130 $407,953.07 IUOE HEALTH INSURANCE TOTAL $407,953.07 CAMDEN BAG AND PAPER JANITORIAL SUPPLIES 25KTHRES $719.76 T. FRANK MCCALL'S, INC. JANITORIAL SUPPLIES 25KTHRES $829.32 Y-PERS, INC. JANITORIAL SUPPLIES 25KTHRES $2,400.00 JANITORIAL SUPPLIES TOTAL $3,949.08 ATTORNEY REGISTRATION JOB CERTIFICATIONS & LICENSES 25KTHRES $675.00 JOB CERTIFICATIONS & LICENSES TOTAL $675.00 DEJANA TRUCK & UTILITY EQUIPMENT KUBOTA RTV 25KTHRES $17,215.76 ** KUBOTA RTV TOTAL $17,215.76 BURNS ENGINEERING, INC. LINDENWOLD YARD TRACK REHAB CEOEMG $7,277.22 ** HNTB CORPORATION LINDENWOLD YARD TRACK REHAB D-16-111 $124,179.09 ** RAILROAD CONSTRUCTION COMPANY OF SJ LINDENWOLD YARD TRACK REHAB D-17-038 $1,207,554.84 ** LINDENWOLD YARD TRACK REHAB TOTAL $1,339,011.15 BARCLAYS BANK PLC NEW YORK BRANCH LOC FEES - 2010 REF REV BONDS D-15-016 $150,689.30 LOC FEES - 2010 REF REV BONDS TOTAL $150,689.30 TRANSCORE LP MAINT. FEE - TOLL COLLECTION EQUIP D-15-011 $71,777.00 MAINT. FEE - TOLL COLLECTION EQUIP TOTAL $71,777.00 HNTB CORPORATION MAINTENANCE PAINTING AND STEEL REPAIRS D-17-031 $236,390.42 **

** Capital Expenditures Page 3 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

MAINTENANCE PAINTING AND STEEL REPAIRS TOTAL $236,390.42 ANDREOTTI'S CATERING, LLC MEETING EXPENSES 25KTHRES $1,478.50 ROBERT P. HICKS JR MEETING EXPENSES 25KTHRES $83.40 MEETING EXPENSES TOTAL $1,561.90 AMERICAN BAR ASSOCIATION MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $391.00 GOVERNMENT FINANCE OFFICERS ASSOC MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $1,100.00 GOVERNMENT NEWS NETWORK - GOVNET MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $132.50 NATIONAL ASSOCIATION OF CHIEFS OF MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $60.00 NEW JERSEY POLICE TRAFFIC MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $50.00 NEW JERSEY SOCIETY OF PROFESSIONAL MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $280.00 STEVEN R. DEVILLASANTA MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $125.25 WOMEN'S TRANSPORTATION SEMINAR MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $95.00 MEMBERSHIPS & SUBSCRIPTIONS TOTAL $2,233.75 FRANKLIN - GRIFFITH, LLC NAVIGATION LIGHT PLATFORMS 25KTHRES $475.00 ** NAVIGATION LIGHT PLATFORMS TOTAL $475.00 TD BANK, N.A. NET PAYROLL NONE $159,356.00 WELLS FARGO BANK, NA NET PAYROLL NONE $2,670,074.50 NET PAYROLL TOTAL $2,829,430.50 EPLUS TECHNOLOGY, INC NEW HP SERVERS 25KTHRES $13,631.20 ** NEW HP SERVERS TOTAL $13,631.20 JACOBS ENGINEERING GROUP INC NEW RADIO UPGRADES D-14-048 $38,778.62 ** NEW RADIO UPGRADES TOTAL $38,778.62 CHERRY, WEBER & ASSOCIATES P.C. NJ APPROACH ROADWAY RESURFACING D-17-028 $6,234.18 ** NJ APPROACH ROADWAY RESURFACING TOTAL $6,234.18 CONDUENT BUSINESS SERVICES LLC NJ CSC TRANSACTIONS D-04-031 $104,602.83 NJ CSC TRANSACTIONS TOTAL $104,602.83 TURNER SURETY & INSURANCE BROKERAGE OCIP INSURANCE D-16-109 $15,750.00 OCIP INSURANCE TOTAL $15,750.00 TOSHIBA AMERICA BUSINESS SOLUTIONS OFFICE SUPPLIES 25KTHRES $1,438.57 W.B. MASON CO. INC OFFICE SUPPLIES 25KTHRES $3,064.26 OFFICE SUPPLIES TOTAL $4,502.83 TRAFFIC PLANNING AND DESIGN INC PA APPROACH OVERPASS REHAB D-17-093 $14,061.19 ** PA APPROACH OVERPASS REHAB TOTAL $14,061.19 PA STATE EMPLOYEES RETIREMENT PA SERS NONE $221,737.47 PA SERS TOTAL $221,737.47 REMINGTON & VERNICK ENGINEERS, INC. PA SWITCHGEAR REPLACEMENT D-15-019 $2,181.68 ** PA SWITCHGEAR REPLACEMENT TOTAL $2,181.68 POTTERS INDUSTRIES LLC PAINT 25KTHRES $4,600.00 PAINT TOTAL $4,600.00 ENNIS PAINT, INC. PAINT-COATINGS, ETC 25KTHRES $8,690.00 PAINT-COATINGS, ETC TOTAL $8,690.00 PAPER MART INC PAPER OFFCE/PRT SHOP D-17-091 $1,280.80 PAPER OFFCE/PRT SHOP TOTAL $1,280.80 CANON SOLUTIONS AMERICA, INC. PATCO COPIER EXPENSE D-16-083 $724.14 PATCO COPIER EXPENSE TOTAL $724.14 SAP PUBLIC SERVICES INC PATCO ERP EXPENSES D-16-085 $12,792.50 PATCO ERP EXPENSES TOTAL $12,792.50 PLANET TECHNOLOGIES, INC. PATCO PROFESSIONAL SERVICES 25KTHRES $1,722.96 TURNER SURETY & INSURANCE BROKERAGE PATCO PROFESSIONAL SERVICES D-15-089 $1,605.00 TURNER SURETY & INSURANCE BROKERAGE PATCO PROFESSIONAL SERVICES D-15-062 $8,812.50 PATCO PROFESSIONAL SERVICES TOTAL $12,140.46 GREENMAN-PEDERSEN, INC. PATCO STATION ENHANCEMENTS D-15-019 $29,197.58 ** STV INCORPORATED PATCO STATION ENHANCEMENTS D-15-019 $8,396.17 ** TRANSYSTEMS CORPORATION PATCO STATION ENHANCEMENTS P-17-013 $79,030.76 ** PATCO STATION ENHANCEMENTS TOTAL $116,624.51 SPRINT PATCO TELEPHONE UTILITY $752.32 VERIZON PATCO TELEPHONE UTILITY $960.01 VERIZON BUSINESS PATCO TELEPHONE UTILITY $36.81 PATCO TELEPHONE TOTAL $1,749.14 CITY OF PHILADELPHIA PAYROLL TAXES NONE $30,522.32

** Capital Expenditures Page 4 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

INTERNAL REVENUE SERVICE PAYROLL TAXES NONE $907,908.98 PA DEPT OF REVENUE PAYROLL TAXES NONE $31,346.39 TREASURER - STATE OF NEW JERSEY PAYROLL TAXES NONE $78,940.51 PAYROLL TAXES TOTAL $1,048,718.20 PNC BANK P-CARD P-CARD PURCHASES 25KTHRES $132,959.28 P-CARD PURCHASES TOTAL $132,959.28 URBAN ENGINEERS, INC. PEDESTRIAN BRIDGES AND TUNNELS D-15-019 $11,783.96 ** PEDESTRIAN BRIDGES AND TUNNELS TOTAL $11,783.96 TRANSYSTEMS CORPORATION PEDESTRIAN WALKWAY PRESERVATION D-15-019 $7,142.91 ** PEDESTRIAN WALKWAY PRESERVATION TOTAL $7,142.91 U.S. POSTAL SERVICES POSTAGE EXPENSES 25KTHRES $54.00 UNITED PARCEL SERVICE (UPS) POSTAGE EXPENSES 25KTHRES $173.71 POSTAGE EXPENSES TOTAL $227.71 PAPER MART INC PRINTING PLANT EQUIPMENT D-17-091 $517.45 PRINTING PLANT EQUIPMENT TOTAL $517.45 EMPLOYMENT BACKGROUND INVESTIGATION PROFESSIONAL FEES 25KTHRES $1,332.80 TURNER SURETY & INSURANCE BROKERAGE PROFESSIONAL FEES D-15-089 $25,145.00 TURNER SURETY & INSURANCE BROKERAGE PROFESSIONAL FEES D-15-062 $26,437.50 PROFESSIONAL FEES TOTAL $52,915.30 BENEFIT HARBOR LP PROFESSIONAL FEES - CONSULTING D-17-077 $8,114.56 PROFESSIONAL FEES - CONSULTING TOTAL $8,114.56 AHMAD ZAFFARESE LLC PROFESSIONAL FEES - LEGAL COSTS D-17-086 $13,140.00 ARCHER & GREINER PROFESSIONAL FEES - LEGAL COSTS D-17-086 $7,703.00 BROWN & CONNERY LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $5,150.72 DILWORTH PAXSON LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $25,503.14 LAULETTA BIRNBAUM LLC PROFESSIONAL FEES - LEGAL COSTS D-17-086 $3,374.77 MATTLEMAN WEINROTH MILLER PC PROFESSIONAL FEES - LEGAL COSTS D-17-086 $742.50 MONTGOMERY MCCRACKEN WALKER & RHOAD PROFESSIONAL FEES - LEGAL COSTS D-17-086 $3,892.50 PARKER MCCAY PA PROFESSIONAL FEES - LEGAL COSTS D-17-086 $1,818.03 STEVENS & LEE PROFESSIONAL FEES - LEGAL COSTS D-17-086 $1,777.90 STRADLEY RONON STEVENS & YOUNG, LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $2,160.00 ZELLER & WIELICZKO, LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $2,091.84 PROFESSIONAL FEES - LEGAL COSTS TOTAL $67,354.40 HOLMES & COMPANY LLC PROFESSIONAL FEES - LEGAL EXPENSES D-17-086 $11,040.00 PROFESSIONAL FEES - LEGAL EXPENSES TOTAL $11,040.00 INTERSTATE MOBILE CARE PROFESSIONAL FEES - MEDICAL D-14-103 $56,307.00 JENNIFER KELLY PROFESSIONAL FEES - MEDICAL 25KTHRES $1,600.00 US REGIONAL OCCUPATIONAL HEALTH II PROFESSIONAL FEES - MEDICAL D-14-103 $585.85 PROFESSIONAL FEES - MEDICAL TOTAL $58,492.85 GOVERNMENT FINANCE OFFICERS ASSOC PROFESSIONAL SERVICES 25KTHRES $725.00 LEGAL SUITE USA, INC PROFESSIONAL SERVICES 25KTHRES $1,014.00 REMINGTON & VERNICK ENGINEERS, INC. PROFESSIONAL SERVICES D-14-048 $5,100.82 SILKROAD TECHNOLOGY, INC PROFESSIONAL SERVICES 25KTHRES $450.00 PROFESSIONAL SERVICES TOTAL $7,289.82 JACOBS ENGINEERING GROUP INC PROGRAM MANAGEMENT SERVICES D-14-048 $10,993.40 PROGRAM MANAGEMENT SERVICES TOTAL $10,993.40 REISSUED CHECKS CHECKS CANCELLED & REISSUED NONE $21,034.85 CHECKS CANCELLED & REISSUED TOTAL $21,034.85 TD HOLDINGS II INC REMARKETING FEES D-12-021 $19,200.33 REMARKETING FEES TOTAL $19,200.33 BRINKERHOFF ENVIRONMENTAL SERVICES, REMEDIAL MANAGEMENT D-14-030 $22,762.04 ** REMEDIAL MANAGEMENT TOTAL $22,762.04 JACOBS ENGINEERING GROUP INC RENEWABLE ENERGY INTEGRATION D-15-019 $60,204.78 ** SYSTRA CONSULTING, INC. RENEWABLE ENERGY INTEGRATION D-17-093 $17,843.24 ** RENEWABLE ENERGY INTEGRATION TOTAL $78,048.02 BURNS ENGINEERING, INC. REOPENING FRANKLIN SQUARE D-17-069 $159,404.53 ** REOPENING FRANKLIN SQUARE TOTAL $159,404.53 AMERICAN ASPHALT COMPANY INC REPAIR PARTS - BRIDGES 25KTHRES $8,800.00 REPAIR PARTS - BRIDGES TOTAL $8,800.00 GLOBAL EQUIPMENT CO, INC REPAIR PARTS - OTHER EQUIPMENT 25KTHRES $310.26

** Capital Expenditures Page 5 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

REPAIR PARTS - OTHER EQUIPMENT TOTAL $310.26 BERBEN INSIGNIA CO REPAIRS AND MAINTENANCE 25KTHRES $123.00 DRAEGER SAFETY DIAGNOSTICS, INC REPAIRS AND MAINTENANCE 25KTHRES $1,172.60 R&R RADAR, INC. REPAIRS AND MAINTENANCE 25KTHRES $4,911.98 REPAIRS AND MAINTENANCE TOTAL $6,207.58 SAP PUBLIC SERVICES INC REPAIRS AND MAINTENANCE - OTHER D-16-085 $23,757.50 REPAIRS AND MAINTENANCE - OTHER TOTAL $23,757.50 KS ENGINEERS, P.C. REPLACE BRB & CBB FIBER D-17-100 $32,701.94 ** REPLACE BRB & CBB FIBER TOTAL $32,701.94 GANNETT FLEMING COMPANIES REPLACE TRANSFORMERS-PHASE2 D-15-019 $3,745.02 ** REPLACE TRANSFORMERS-PHASE2 TOTAL $3,745.02 SYMETRA LIFE INSURANCE COMP. RETIREE LIFE INSURANCE D-17-074 $3,361.65 RETIREE LIFE INSURANCE TOTAL $3,361.65 AMERIHEALTH INSURANCE COMPANY RETIREE MEDICAL INSURANCE D-17-058 $222,138.37 UNITED HEALTHCARE RETIREE MEDICAL INSURANCE D-17-075 $123,405.03 RETIREE MEDICAL INSURANCE TOTAL $345,543.40 HORIZON BLUE CROSS BLUE SHIELD RETIREE MEDICAL PRESCRIPTION INSURANCE D-17-076 $52,050.10 RETIREE MEDICAL PRESCRIPTION INSURANCE TOTAL $52,050.10 SYMETRA LIFE INSURANCE COMP. S/T DISABILITY D-17-074 $461.21 S/T DISABILITY TOTAL $461.21 KLEINBARD LLC SAP ENTERPRISE RESOURCE PLANNING SYSTEM D-17-086 $9,500.00 ** RANDSTAD NORTH AMERICAN INC SAP ENTERPRISE RESOURCE PLANNING SYSTEM D-17-073 $6,000.00 ** SAP ENTERPRISE RESOURCE PLANNING SYSTEM TOTAL $15,500.00 TURNER SURETY & INSURANCE BROKERAGE SIGN GANTRY REHABILITATION D-16-109 $1,750.00 ** SIGN GANTRY REHABILITATION TOTAL $1,750.00 WEEDS, INC. SOIL P-16-002 $13,250.00 SOIL TOTAL $13,250.00 AMMANN & WHITNEY CONSULTING SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-16-130 $31,704.17 ** JOHNSON, MIRMIRAN & THOMPSON, INC. SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-17-056 $66,523.32 ** SOUTH STATE, INC. SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-17-055 $94,383.00 ** SOUTH WALKWAY BIKE/PEDESTRIAN RAMP TOTAL $192,610.49 ADAM E. CARMASINE SPECIAL EVENTS 25KTHRES $431.59 DAWN B. WHITON SPECIAL EVENTS 25KTHRES $158.26 ILENE M. OREM-O'HARA SPECIAL EVENTS 25KTHRES $37.68 SPECIAL EVENTS TOTAL $627.53 HNTB CORPORATION STRUCTURAL REHABILITATION-PHASE II D-14-048 $26,891.80 ** MODJESKI AND MASTERS, INC. STRUCTURAL REHABILITATION-PHASE II D-16-001 $31,819.18 ** STRUCTURAL REHABILITATION-PHASE II TOTAL $58,710.98 BUCHART HORN, INC. SUBWAY STRUCTURE RENOVATION D-15-019 $14,478.84 ** SUBWAY STRUCTURE RENOVATION TOTAL $14,478.84 JET GAS INC SUPPLIES 25KTHRES $26.25 MCMASTER-CARR SUPPLY CO SUPPLIES 25KTHRES $193.06 ONE CALL CONCEPTS, INC. SUPPLIES 25KTHRES $53.75 PENNSYLVANIA ONE CALL SYSTEM, INC. SUPPLIES 25KTHRES $33.05 SOUTH JERSEY WELDING SUPPLY CO SUPPLIES 25KTHRES $541.50 SUPPLIES TOTAL $847.61 AECOM TECHNICAL SERVICES, INC. SUSPENSION CABLE INSPECT/DESIGN D-17-067 $3,873.34 ** SUSPENSION CABLE INSPECT/DESIGN TOTAL $3,873.34 TD BANK, N.A. SWAP INTEREST PAYMENTS D-14-116 $733,460.66 WELLS FARGO BANK, NA SWAP INTEREST PAYMENTS D-14-116 $923,737.37 SWAP INTEREST PAYMENTS TOTAL $1,657,198.03 LEXISNEXIS TECHNOLOGY EXPENSE D-15-122 $1,159.00 TECHNOLOGY EXPENSE TOTAL $1,159.00 NETWORKFLEET, INC. TELEPHONE & TELECOM EXPENSE D-18-026 $4,851.20 SPRINT TELEPHONE & TELECOM EXPENSE UTILITY $3,009.28 THE CONFERENCE GROUP, LLC TELEPHONE & TELECOM EXPENSE UTILITY $406.30 THE ERIC RYAN CORPORATION TELEPHONE & TELECOM EXPENSE D-13-088 $69.81 VERIZON TELEPHONE & TELECOM EXPENSE UTILITY $12,413.75 VERIZON BUSINESS TELEPHONE & TELECOM EXPENSE UTILITY $3,425.81 VERIZON WIRELESS TELEPHONE & TELECOM EXPENSE UTILITY $23,980.45

** Capital Expenditures Page 6 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

TELEPHONE & TELECOM EXPENSE TOTAL $48,156.60 ACCOUNTANTS FOR YOU, INC TEMPORARY SERVICES D-17-062 $12,754.12 AJILON PROFESSIONAL STAFFING TEMPORARY SERVICES D-17-062 $525.86 PERRY RESOURCES TEMPORARY SERVICES D-17-062 $8,663.40 TEMPORARY SERVICES TOTAL $21,943.38 TREASURER-STATE OF NEW JERSEY TESTING AND INSPECTION FEES 25KTHRES $7,280.00 TESTING AND INSPECTION FEES TOTAL $7,280.00 CUSTOM BANDAG INC. TIRES 25KTHRES $3,192.48 TIRES TOTAL $3,192.48 REMINGTON & VERNICK ENGINEERS, INC. TOLL BOOTH HVAC SYSTEM REPLACEMENT D-15-019 $3,901.26 ** TOLL BOOTH HVAC SYSTEM REPLACEMENT TOTAL $3,901.26 D.A. NOLT, INC. TOLL CANOPY ROOF REPLACEMENT D-17-045 $72,306.55 ** REMINGTON & VERNICK ENGINEERS, INC. TOLL CANOPY ROOF REPLACEMENT D-15-019 $16,551.74 ** TOLL CANOPY ROOF REPLACEMENT TOTAL $88,858.29 DUNBAR ARMORED INC TOLL DEPOSIT FEES D-14-093 $16,931.46 TOLL DEPOSIT FEES TOTAL $16,931.46 BAIOCCO,MUHAMMAD,BROWN TOLL REFUNDS 25KTHRES $25.00 TOLL REFUNDS TOTAL $25.00 HNTB CORPORATION TOWER LINK REHABILITATION D-15-019 $4,541.64 ** TOWER LINK REHABILITATION TOTAL $4,541.64 ROAD SAFETY SYSTEMS LLC TRAFFIC CTRL DEVICES 25KTHRES $2,195.00 TRANSPO INDUSTRIES INC TRAFFIC CTRL DEVICES D-17-094 $11,166.50 TRAFFIC CTRL DEVICES TOTAL $13,361.50 MCCANN ASSOCIATES TRAINING COSTS 25KTHRES $5,037.99 TRAINING COSTS TOTAL $5,037.99 AMERICAN RED CROSS TRAINING REGISTRATION FEES 25KTHRES $135.00 CHARLES J. CUNNINGHAM TRAINING REGISTRATION FEES 25KTHRES $139.00 ELISABETH L. KLAWUNN TRAINING REGISTRATION FEES 25KTHRES $15.00 MARIA J. WING TRAINING REGISTRATION FEES 25KTHRES $209.00 RUTGERS, THE STATE UNIVERSITY TRAINING REGISTRATION FEES 25KTHRES $675.00 STEVEN R. DEVILLASANTA TRAINING REGISTRATION FEES 25KTHRES $15.00 TRAINING REGISTRATION FEES TOTAL $1,188.00 AMERICAN AIRLINES INC TRAINING TRAVEL COSTS 25KTHRES $194.00 KHALIL A. CHRISTIAN TRAINING TRAVEL COSTS 25KTHRES $1,468.22 MARIA J. WING TRAINING TRAVEL COSTS 25KTHRES $31.00 MARIANNE STASZEWSKI TRAINING TRAVEL COSTS 25KTHRES $79.83 MICHAEL R. REHER TRAINING TRAVEL COSTS 25KTHRES $604.20 TAMIKA E. ESPINO TRAINING TRAVEL COSTS 25KTHRES $295.94 TRAINING TRAVEL COSTS TOTAL $2,673.19 REPUBLIC SERVICES TRASH REMOVAL D-16-081 $11,590.90 TRASH REMOVAL TOTAL $11,590.90 AISHA I. TOLEDO TRAVEL EXPENSES 25KTHRES $18.53 ALEXANDER W. TILSON TRAVEL EXPENSES 25KTHRES $10.90 ANN DUVALL TRAVEL EXPENSES 25KTHRES $53.41 ANTHONY R. MIXON TRAVEL EXPENSES 25KTHRES $4.91 BARBARA HOLCOMB TRAVEL EXPENSES 25KTHRES $113.42 BRENDA L. GREENE TRAVEL EXPENSES 25KTHRES $234.18 CHARLES M. THORP TRAVEL EXPENSES 25KTHRES $33.79 CURTIS H. JACKSON TRAVEL EXPENSES 25KTHRES $23.98 CYNETRA C. LAWS TRAVEL EXPENSES 25KTHRES $21.80 DARLEEN CAMPBELL TRAVEL EXPENSES 25KTHRES $16.90 DARYL A. JENIFER TRAVEL EXPENSES 25KTHRES $21.81 JACQUELINE MULLEN TRAVEL EXPENSES 25KTHRES $21.70 JANET D. ROMANI TRAVEL EXPENSES 25KTHRES $4.91 JEFFREY L. GRIM TRAVEL EXPENSES 25KTHRES $4.91 JOHN A. CUJDIK TRAVEL EXPENSES 25KTHRES $21.80 JOHN T. HANSON TRAVEL EXPENSES 25KTHRES $68.34 JOSEPH A. WENCLEWICZ TRAVEL EXPENSES 25KTHRES $6.00 JOSEPH T. DESIMONE TRAVEL EXPENSES 25KTHRES $21.80 KAREN L. MONACO TRAVEL EXPENSES 25KTHRES $49.05

** Capital Expenditures Page 7 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

KELLY G. ZACHWIEJA TRAVEL EXPENSES 25KTHRES $11.99 KIMBERLY A. MARCHELLINO TRAVEL EXPENSES 25KTHRES $21.80 MARIA J. WING TRAVEL EXPENSES 25KTHRES $103.15 MARINO A. MORRONE TRAVEL EXPENSES 25KTHRES $10.90 MECCA M. MUSE TRAVEL EXPENSES 25KTHRES $22.89 MICHAEL S. PELLEGRINO TRAVEL EXPENSES 25KTHRES $76.30 NATASHA A. IOCONO TRAVEL EXPENSES 25KTHRES $55.14 NICOLE D. AULETTO TRAVEL EXPENSES 25KTHRES $21.80 NYDIA ROSARIO TRAVEL EXPENSES 25KTHRES $60.16 PARIS C. COLEY TRAVEL EXPENSES 25KTHRES $4.91 PATRICIA A. FULLMER TRAVEL EXPENSES 25KTHRES $11.99 RAYMOND J. SANTARELLI TRAVEL EXPENSES 25KTHRES $21.00 RICHARD BETTS TRAVEL EXPENSES 25KTHRES $35.43 ROBERT P. HICKS JR TRAVEL EXPENSES 25KTHRES $126.95 SABRINA M. SPEI TRAVEL EXPENSES 25KTHRES $3.27 SEDRICK J. ROBINSON JR TRAVEL EXPENSES 25KTHRES $21.80 STEPHEN M. HOLDEN TRAVEL EXPENSES 25KTHRES $26.25 SYLVIA J. GRAY-NEWMAN TRAVEL EXPENSES 25KTHRES $66.93 THOMAS B. MCNELIA TRAVEL EXPENSES 25KTHRES $128.52 THOMAS M. KNETZ TRAVEL EXPENSES 25KTHRES $46.87 TIFFANY N. WRIGHT TRAVEL EXPENSES 25KTHRES $10.90 TIFFANY YOUNG TRAVEL EXPENSES 25KTHRES $23.98 TINA M. THOMSON TRAVEL EXPENSES 25KTHRES $22.89 TONYELLE K. COOK-ARTIS TRAVEL EXPENSES 25KTHRES $68.34 WILLIAM D. EDWARDS TRAVEL EXPENSES 25KTHRES $9.82 TRAVEL EXPENSES TOTAL $1,766.12 ACME UNIFORM FOR INDUSTRY UNIFORM EXPENSE 25KTHRES $260.20 PNC BANK P-CARD UNIFORM EXPENSE 25KTHRES $9,828.61 UNIFORM EXPENSE TOTAL $10,088.81 EMPLOYEE PASS THROUGH PAYMENTS UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. NONE $194,555.84 UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. TOTAL $194,555.84 BURNS ENGINEERING, INC. UPGRADE DC POWER LINDENWOLD SHOP D-15-019 $10,229.70 ** UPGRADE DC POWER LINDENWOLD SHOP TOTAL $10,229.70 NAPA AUTO PARTS VEHICLE PARTS FOR REPAIRS D-18-013 $7,352.10 WILLIAMS AUTO PARTS VEHICLE PARTS FOR REPAIRS D-18-013 $1,201.11 VEHICLE PARTS FOR REPAIRS TOTAL $8,553.21 WINNER FORD VEHICLE REPAIRS - EXTERNAL SERVICES 25KTHRES $894.15 VEHICLE REPAIRS - EXTERNAL SERVICES TOTAL $894.15 AUTO SUPERWASH INC VEHICLE SUPPLIES 25KTHRES $335.00 VEHICLE SUPPLIES TOTAL $335.00 JACOBS ENGINEERING GROUP INC VIADUCT PROJECTS D-15-050 $41,404.54 ** RAILROAD CONSTRUCTION CO. INC VIADUCT PROJECTS D-15-049 $21,833.62 ** VIADUCT PROJECTS TOTAL $63,238.16 PENNONI ASSOCIATES INC. VICTOR LOFTS D-13-082 $4,874.04 VICTOR LOFTS TOTAL $4,874.04 CAMDEN COUNTY MUA WATER & SEWER EXPENSE UTILITY $1,936.00 CITY OF CAMDEN WATER & SEWER EXPENSE UTILITY $4,813.65 CITY OF PHILA WATER & SEWER EXPENSE UTILITY $6,882.34 NEW JERSEY AMERICAN WATER WATER & SEWER EXPENSE UTILITY $869.10 W.B. MASON CO. INC WATER & SEWER EXPENSE D-17-037 $309.12 WATER & SEWER EXPENSE TOTAL $14,810.21 DALE OXYGEN, INC WELDER BFB 25KTHRES $5,590.00 ** WELDER BFB TOTAL $5,590.00 QUAL-LYNX WORKMAN'S COMPENSATION D-17-017 $114,916.79 WORKMAN'S COMPENSATION TOTAL $114,916.79 PSX INC WWB ELECTRIC GATE OPENERS D-18-042 $31,984.48 ** WWB ELECTRIC GATE OPENERS TOTAL $31,984.48 LIBERTY DOOR SYSTEMS LLC WWB FOREMAN'S OFFICE RECONFIGURATION 25KTHRES $6,264.85 ** WWB FOREMAN'S OFFICE RECONFIGURATION TOTAL $6,264.85

** Capital Expenditures Page 8 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

$31,056,564.46

** Capital Expenditures Page 9 of 9

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS & CONTRACTS

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS-JUNE 2018

Purchasing Document Item Document Vendor/supplyingplant MaterialGroupDesc. NetOrder Date Value 4500007692 1,020.00 4500007692 1 6/1/2018101129 SIEMENSINDUSTRY,INC. MAINT/REPAIR-ELECT. 1,020.00 4500008037 324.00 4500008037 1 6/29/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 88.00 4500008037 2 6/29/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 120.00 4500008037 3 6/29/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 24.00 4500008037 4 6/29/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 74.00 4500008037 5 6/29/2018101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM 18.00 4500008187 1,800.00 4500008187 1 6/29/2018102222 ELITEELEVATORSERVICESLLC ELEVATRS&ESCALATRS 1,800.00 4500008225 2,195.00 4500008225 1 6/13/2018102230 ROADSAFETYSYSTEMSLLC TRAFFICCTRLDEVICES 2,195.00 4500008304 14,291.05 4500008304 1 6/4/2018101239 WILLIERELECTRICCOMPANY MAINT/REPAIR-PLUMB. 14,291.05 4500008322 1,862.28 4500008322 1 6/4/2018102030 CUSTOMBANDAGINC. TIRESANDTUBES 1,862.28 4500008325 897.20 4500008325 1 6/5/2018100011 A&AGLOVE&SAFETYCO. HARDWARE&RELATED 445.20 4500008325 2 6/5/2018100011 A&AGLOVE&SAFETYCO. HARDWARE&RELATED 135.00 4500008325 3 6/5/2018100011 A&AGLOVE&SAFETYCO. HARDWARE&RELATED 317.00 4500008334 2,496.72 4500008334 1 6/5/2018101615 McMASTER-CARRSUPPLYCO FURNITURE 1,658.70 4500008334 2 6/5/2018101615 McMASTER-CARRSUPPLYCO FURNITURE 787.38 4500008334 3 6/5/2018101615 McMASTER-CARRSUPPLYCO FURNITURE 50.64 4500008337 17,371.95 4500008337 1 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 1,539.00 4500008337 2 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 405.00 4500008337 3 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 729.00 4500008337 4 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 162.00 4500008337 5 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 6,336.00 4500008337 6 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 1,296.00 4500008337 7 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 792.00 4500008337 8 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 216.00 4500008337 9 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 567.00 4500008337 10 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 81.00 4500008337 11 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 432.00 4500008337 12 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 298.20 4500008337 13 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 42.60 4500008337 14 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 201.60 4500008337 15 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 3,139.50 4500008337 16 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 603.75 4500008337 17 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 120.75 4500008337 18 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 217.35 4500008337 19 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 110.40 4500008337 20 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 13.80 4500008337 21 6/5/2018100059 ATLANTICTACTICAL POLICEEQPANDSUPP 69.00 4500008339 4,130.00 4500008339 1 6/6/2018 101067 PEMBERTON ELECTRICAL SUPPLYELECEQP/SUPP-NOCBL COMPANY 166.00 4500008339 2 6/6/2018 101067 PEMBERTON ELECTRICAL SUPPLYELECEQP/SUPP-NOCBL COMPANY 1,917.00 4500008339 3 6/6/2018 101067 PEMBERTON ELECTRICAL SUPPLYELECEQP/SUPP-NOCBL COMPANY 950.00 4500008339 4 6/6/2018 101067 PEMBERTON ELECTRICAL SUPPLYELECEQP/SUPP-NOCBL COMPANY 882.00 4500008339 5 6/6/2018 101067 PEMBERTON ELECTRICAL SUPPLYELECEQP/SUPP-NOCBL COMPANY 215.00 4500008349 357.70 4500008349 1 6/8/2018101476 UNITEDELECTRIC ELECEQP/SUPP-NOCBL 357.70 4500008351 5,275.00 4500008351 1 6/8/2018 100515 WILLIER ELECTRIC MOTOR REPAIRMAINT/REPAIR-MOTOR CO., 4,930.00 4500008351 2 6/8/2018 100515 WILLIER ELECTRIC MOTOR REPAIRMAINT/REPAIR-MOTOR CO., 345.00 4500008352 2,840.96 4500008352 1 6/8/2018100734 ARAMSCO,INC. HANDTOOLS 369.99 4500008352 2 6/8/2018100734 ARAMSCO,INC. HANDTOOLS 370.99 4500008352 3 6/8/2018100734 ARAMSCO,INC. HANDTOOLS 579.00 4500008352 4 6/8/2018100734 ARAMSCO,INC. HANDTOOLS 1,058.00 4500008352 5 6/8/2018100734 ARAMSCO,INC. HANDTOOLS 79.00 4500008352 6 6/8/2018100734 ARAMSCO,INC. HANDTOOLS 64.99 4500008352 7 6/8/2018100734 ARAMSCO,INC. HANDTOOLS 119.99 4500008352 8 6/8/2018100734 ARAMSCO,INC. HANDTOOLS 199.00 4500008364 247.68 4500008364 1 6/11/2018100445 T.FRANKMCCALL'S,INC. PAINTINGEQP/ACCESS 247.68 4500008365 1,064.16 DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS-JUNE 2018

4500008365 1 6/11/2018102030 CUSTOMBANDAGINC. TIRESANDTUBES 1,064.16 4500008366 2,400.00 4500008366 1 6/11/2018100525 Y-PERS,INC. JANITORIALSUPPLIES 2,400.00 4500008367 402.00 4500008367 1 6/11/2018100445 T.FRANKMCCALL'S,INC. JANITORIALSUPPLIES 402.00 4500008374 587.16 4500008374 1 6/12/2018100780 CAMDENBAGANDPAPER JANITORIALSUPPLIES 587.16 4500008376 6,356.24 4500008376 1 6/12/2018102175 INSIGHTPUBLICSECTOR,INC DATAPROCSRVS&SW 6,356.24 4500008377 60.00 4500008377 1 6/12/2018101489 AALLAMERICANFASTENERS FASTENERS 60.00 4500008378 870.00 4500008378 1 6/12/2018100644 FRANKLIN-GRIFFITH,LLC ELECTRONCOMPON/PRTS 870.00 4500008381 599.50 4500008381 1 6/12/2018100135 DIAMONDTOOL MAINT/REPAIR-BLDG 26.50 4500008381 2 6/12/2018100135 DIAMONDTOOL MAINT/REPAIR-BLDG 79.00 4500008381 3 6/12/2018100135 DIAMONDTOOL MAINT/REPAIR-BLDG 138.00 4500008381 4 6/12/2018100135 DIAMONDTOOL MAINT/REPAIR-BLDG 198.00 4500008381 5 6/12/2018100135 DIAMONDTOOL MAINT/REPAIR-BLDG 158.00 4500008388 694.80 4500008388 1 6/12/2018100302 MULTIFACET,INC. AUTOACCESSORIES 694.80 4500008392 285.60 4500008392 1 6/13/2018 101067 PEMBERTON ELECTRICAL SUPPLYELECEQP/SUPP-NOCBL COMPANY 285.60 4500008396 845.30 4500008396 1 6/13/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 41.90 4500008396 2 6/13/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 147.00 4500008396 3 6/13/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 147.00 4500008396 4 6/13/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 20.95 4500008396 5 6/13/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 200.00 4500008396 6 6/13/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 24.00 4500008396 7 6/13/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 48.00 4500008396 8 6/13/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 75.00 4500008396 9 6/13/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 39.50 4500008396 10 6/13/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 20.95 4500008396 11 6/13/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 81.00 4500008399 645.00 4500008399 1 6/14/2018 100968 LAWMEN SUPPLY CO OF NEW JERSEYPOLICEEQPANDSUPP INC 129.00 4500008399 2 6/14/2018 100968 LAWMEN SUPPLY CO OF NEW JERSEYPOLICEEQPANDSUPP INC 129.00 4500008399 3 6/14/2018 100968 LAWMEN SUPPLY CO OF NEW JERSEYPOLICEEQPANDSUPP INC 129.00 4500008399 4 6/14/2018 100968 LAWMEN SUPPLY CO OF NEW JERSEYPOLICEEQPANDSUPP INC 129.00 4500008399 5 6/14/2018 100968 LAWMEN SUPPLY CO OF NEW JERSEYPOLICEEQPANDSUPP INC 129.00 4500008402 575.70 4500008402 1 6/14/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 112.50 4500008402 2 6/14/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 147.00 4500008402 3 6/14/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 54.40 4500008402 4 6/14/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 120.00 4500008402 5 6/14/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 54.40 4500008402 6 6/14/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 45.50 4500008402 7 6/14/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 41.90 4500008403 354.20 4500008403 1 6/14/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 40.00 4500008403 2 6/14/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 96.00 4500008403 3 6/14/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 58.00 4500008403 4 6/14/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 108.80 4500008403 5 6/14/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 51.40 4500008404 937.00 4500008404 1 6/14/2018100734 ARAMSCO,INC. HANDTOOLS 199.00 4500008404 2 6/14/2018100734 ARAMSCO,INC. HANDTOOLS 389.00 4500008404 3 6/14/2018100734 ARAMSCO,INC. HANDTOOLS 349.00 4500008405 429.96 4500008405 1 6/14/2018100822 COURIERPOST AD/PROMOITEMS 429.96 4500008406 5,601.42 4500008406 1 6/14/2018101078 PHILADELPHIATRIBUNE AD/PROMOITEMS 5,601.42 4500008407 24,999.00 4500008407 1 6/14/2018101509 PHILADELPHIAMEDIANETWORK AD/PROMOITEMS 24,999.00 4500008413 2,128.32 4500008413 1 6/15/2018 100899 GOODYEAR WHOLESALE TIRE CENTERSTIRESANDTUBES 2,128.32 4500008414 15,300.00 4500008414 1 6/15/2018 100937 INTERNATIONAL ROAD DYNAMICS CORP.FARECOLLECTIONEQP 15,300.00 4500008418 2,470.00 4500008418 1 6/18/2018101054 ORIONSAFETYPRODUCTS 1STAID&SAFETYEQP 2,470.00 4500008419 808.50 DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS-JUNE 2018

4500008419 1 6/18/2018100011 A&AGLOVE&SAFETYCO. 1STAID&SAFETYEQP 808.50 4500008420 291.00 4500008420 1 6/18/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 96.00 4500008420 2 6/18/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 75.00 4500008420 3 6/18/2018100699 A&ASALESASSOCIATES,LLC CLOTHINGUNIFORM 120.00 4500008421 281.00 4500008421 1 6/18/2018101973 SUPREMESAFETY,INC 1STAID&SAFETYEQP 61.00 4500008421 2 6/18/2018101973 SUPREMESAFETY,INC 1STAID&SAFETYEQP 96.00 4500008421 3 6/18/2018101973 SUPREMESAFETY,INC 1STAID&SAFETYEQP 124.00 4500008422 1,000.00 4500008422 1 6/18/2018100011 A&AGLOVE&SAFETYCO. ELECEQP/SUPP-NOCBL 1,000.00 4500008424 75.60 4500008424 1 6/18/2018100262 KEYPORTARMYNAVY CLOTHINGUNIFORM 75.60 4500008434 396.00 4500008434 1 6/27/2018100271 LANDSMANUNIFORMS CLOTHINGUNIFORM 100.00 4500008434 2 6/27/2018100271 LANDSMANUNIFORMS CLOTHINGUNIFORM 100.00 4500008434 3 6/27/2018100271 LANDSMANUNIFORMS CLOTHINGUNIFORM 168.00 4500008434 4 6/27/2018100271 LANDSMANUNIFORMS CLOTHINGUNIFORM 28.00 4500008435 3,300.00 4500008435 1 6/18/2018101413 OXYGENSUPPORTSYSTEMS,INC.1STAID&SAFETYEQP 3,300.00 4500008437 969.30 4500008437 1 6/19/2018 101067 PEMBERTON ELECTRICAL SUPPLYELECEQP/SUPP-NOCBL COMPANY 742.50 4500008437 2 6/19/2018 101067 PEMBERTON ELECTRICAL SUPPLYELECEQP/SUPP-NOCBL COMPANY 226.80 4500008438 780.00 4500008438 1 6/19/2018102092 MARTEKINDUSTRIES,INC. NONELECTRON-CBL/WRE 780.00 4500008439 2,761.95 4500008439 1 6/19/2018100734 ARAMSCO,INC. HANDTOOLS 343.96 4500008439 2 6/19/2018100734 ARAMSCO,INC. HANDTOOLS 599.00 4500008439 3 6/19/2018100734 ARAMSCO,INC. HANDTOOLS 189.00 4500008439 4 6/19/2018100734 ARAMSCO,INC. HANDTOOLS 49.99 4500008439 5 6/19/2018100734 ARAMSCO,INC. HANDTOOLS 429.00 4500008439 6 6/19/2018100734 ARAMSCO,INC. HANDTOOLS 389.00 4500008439 7 6/19/2018100734 ARAMSCO,INC. HANDTOOLS 179.00 4500008439 8 6/19/2018100734 ARAMSCO,INC. HANDTOOLS 199.00 4500008439 9 6/19/2018100734 ARAMSCO,INC. HANDTOOLS 125.00 4500008439 10 6/19/2018100734 ARAMSCO,INC. HANDTOOLS 259.00 4500008440 3,190.97 4500008440 1 6/19/2018102128 INTERWORLDHIGHWAYLLC ELECEQP/SUPP-NOCBL 3,190.97 4500008456 4,498.43 4500008456 1 6/20/2018101476 UNITEDELECTRIC NONELECTRON-CBL/WRE 548.30 4500008456 2 6/20/2018101476 UNITEDELECTRIC NONELECTRON-CBL/WRE 383.81 4500008456 3 6/20/2018101476 UNITEDELECTRIC NONELECTRON-CBL/WRE 548.30 4500008456 4 6/20/2018101476 UNITEDELECTRIC NONELECTRON-CBL/WRE 495.84 4500008456 5 6/20/2018101476 UNITEDELECTRIC NONELECTRON-CBL/WRE 767.62 4500008456 6 6/20/2018101476 UNITEDELECTRIC NONELECTRON-CBL/WRE 438.64 4500008456 7 6/20/2018101476 UNITEDELECTRIC NONELECTRON-CBL/WRE 657.96 4500008456 8 6/20/2018101476 UNITEDELECTRIC NONELECTRON-CBL/WRE 657.96 4500008466 2,083.00 4500008466 1 6/21/2018 101672 KERSHNER OFFICE FURNITURE, INCOFFICEEQUIPMENT 1,788.00 4500008466 2 6/21/2018 101672 KERSHNER OFFICE FURNITURE, INCOFFICEEQUIPMENT 295.00 4500008467 3,510.00 4500008467 1 6/21/2018102092 MARTEKINDUSTRIES,INC. ELECEQP/SUPP-NOCBL 3,120.00 4500008467 2 6/21/2018102092 MARTEKINDUSTRIES,INC. ELECEQP/SUPP-NOCBL 390.00 4500008468 4,600.00 4500008468 1 6/21/2018101931 POTTERSINDUSTRIESLLC PAINT-COATINGS,ETC 1,600.00 4500008468 2 6/21/2018101931 POTTERSINDUSTRIESLLC PAINT-COATINGS,ETC 1,000.00 4500008468 3 6/21/2018101931 POTTERSINDUSTRIESLLC PAINT-COATINGS,ETC 1,000.00 4500008468 4 6/21/2018101931 POTTERSINDUSTRIESLLC PAINT-COATINGS,ETC 1,000.00 4500008470 20,866.95 4500008470 1 6/21/2018 101648 GARDEN STATE HIGHWAY PRODUCTSMETALS INC 20,866.95 4500008473 470.00 4500008473 1 6/22/2018101195 ULINE,INC HARDWARE&RELATED 470.00 4500008474 1,477.80 4500008474 1 6/22/2018100445 T.FRANKMCCALL'S,INC. PAINTINGEQP/ACCESS 49.20 4500008474 2 6/22/2018100445 T.FRANKMCCALL'S,INC. HARDWARE&RELATED 206.40 4500008474 3 6/22/2018100445 T.FRANKMCCALL'S,INC. 1STAID&SAFETYEQP 297.00 4500008474 4 6/22/2018100445 T.FRANKMCCALL'S,INC. 1STAID&SAFETYEQP 411.20 4500008474 5 6/22/2018100445 T.FRANKMCCALL'S,INC. 1STAID&SAFETYEQP 514.00 4500008475 3,008.45 4500008475 1 6/22/2018100011 A&AGLOVE&SAFETYCO. 1STAID&SAFETYEQP 1,034.55 4500008475 2 6/22/2018100011 A&AGLOVE&SAFETYCO. 1STAID&SAFETYEQP 478.40 DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS-JUNE 2018

4500008475 3 6/22/2018100011 A&AGLOVE&SAFETYCO. 1STAID&SAFETYEQP 897.50 4500008475 4 6/22/2018100011 A&AGLOVE&SAFETYCO. 1STAID&SAFETYEQP 598.00 4500008476 11,908.97 4500008476 1 6/22/2018 100226 HYATT'S GRAPHIC SUPPLY CO., IMNC.SIGN MAT/MAKING EQP 1,143.85 4500008476 2 6/22/2018 100226 HYATT'S GRAPHIC SUPPLY CO., IMNC.SIGNMAT/MAKINGEQP 470.16 4500008476 3 6/22/2018 100226 HYATT'S GRAPHIC SUPPLY CO., IMNC.SIGN MAT/MAKING EQP 6,118.96 4500008476 4 6/22/2018 100226 HYATT'S GRAPHIC SUPPLY CO., IMNC.SIGN MAT/MAKING EQP 1,044.00 4500008476 5 6/22/2018 100226 HYATT'S GRAPHIC SUPPLY CO., IMNC.SIGN MAT/MAKING EQP 1,044.00 4500008476 6 6/22/2018 100226 HYATT'S GRAPHIC SUPPLY CO., IMNC.SIGN MAT/MAKING EQP 1,044.00 4500008476 7 6/22/2018 100226 HYATT'S GRAPHIC SUPPLY CO., IMNC.SIGN MAT/MAKING EQP 1,044.00 4500008477 1,499.76 4500008477 1 6/22/2018100011 A&AGLOVE&SAFETYCO. 1STAID&SAFETYEQP 720.00 4500008477 2 6/22/2018100011 A&AGLOVE&SAFETYCO. 1STAID&SAFETYEQP 644.40 4500008477 3 6/22/2018100011 A&AGLOVE&SAFETYCO. 1STAID&SAFETYEQP 135.36 4500008478 4,783.00 4500008478 1 6/25/2018101181 TRANSPOINDUSTRIESINC TRAFFICCTRLDEVICES 1,188.00 4500008478 2 6/25/2018101181 TRANSPOINDUSTRIESINC TRAFFICCTRLDEVICES 812.00 4500008478 3 6/25/2018101181 TRANSPOINDUSTRIESINC TRAFFICCTRLDEVICES 1,354.00 4500008478 4 6/25/2018101181 TRANSPOINDUSTRIESINC TRAFFICCTRLDEVICES 1,354.00 4500008478 5 6/25/2018101181 TRANSPOINDUSTRIESINC TRAFFICCTRLDEVICES 75.00 4500008480 1,362.60 4500008480 1 6/25/2018 101067 PEMBERTON ELECTRICAL SUPPLYELECEQP/SUPP-NOCBL COMPANY 1,362.60 4500008481 2,128.00 4500008481 1 6/25/2018102030 CUSTOMBANDAGINC. TIRESANDTUBES 2,128.00 4500008483 1,075.02 4500008483 1 6/25/2018100302 MULTIFACET,INC. JANITORIALSUPPLIES 43.20 4500008483 2 6/25/2018100302 MULTIFACET,INC. JANITORIALSUPPLIES 170.10 4500008483 3 6/25/2018100302 MULTIFACET,INC. AUTOACCESSORIES 209.70 4500008483 4 6/25/2018100302 MULTIFACET,INC. AUTOACCESSORIES 292.02 4500008483 5 6/25/2018100302 MULTIFACET,INC. HARDWARE&RELATED 360.00 4500008486 1,531.25 4500008486 1 6/26/2018100525 Y-PERS,INC. JANITORIALSUPPLIES 1,000.00 4500008486 2 6/26/2018100525 Y-PERS,INC. JANITORIALSUPPLIES 531.25 4500008495 480.00 4500008495 1 6/26/2018100659 ALAMOGROUP(VA) AUTOACCESSORIES 480.00 4500008497 1,540.00 4500008497 1 6/27/2018100834 DAKTRONICS,INC ELECEQP/SUPP-NOCBL 1,540.00 4500008502 5,488.00 4500008502 1 6/27/2018 102248 COBURN-MEYERS FASTENING SYSHARDWARE&RELATED INC 4,884.00 4500008502 2 6/27/2018 102248 COBURN-MEYERS FASTENING SYSHARDWARE&RELATED INC 448.00 4500008502 3 6/27/2018 102248 COBURN-MEYERS FASTENING SYSHARDWARE&RELATED INC 156.00 4500008504 3,556.00 4500008504 1 6/28/2018102222 ELITEELEVATORSERVICESLLC MAINT/REPAIR-GEN.EQP 3,556.00 4500008513 2,100.92 4500008513 1 6/29/2018100501 W.B.MASONCO.INC OFFICESUPPLIES 900.92 4500008513 2 6/29/2018100501 W.B.MASONCO.INC OFFICESUPPLIES 1,200.00 4500008519 21,057.62 4500008519 1 6/29/2018 102244 BELLMAR INVESTMENT GROUP INCFLOORCOV&INSTALL 3,641.40 4500008519 2 6/29/2018 102244 BELLMAR INVESTMENT GROUP INCFLOORCOV&INSTALL 0.00 4500008519 3 6/29/2018 102244 BELLMAR INVESTMENT GROUP INCFLOORCOV&INSTALL 1,726.02 4500008519 4 6/29/2018 102244 BELLMAR INVESTMENT GROUP INCFLOORCOV&INSTALL 0.00 4500008519 5 6/29/2018 102244 BELLMAR INVESTMENT GROUP INCFLOORCOV&INSTALL 480.00 4500008519 6 6/29/2018 102244 BELLMAR INVESTMENT GROUP INCFLOORCOV&INSTALL 240.00 4500008519 7 6/29/2018 102244 BELLMAR INVESTMENT GROUP INCFLOORCOV&INSTALL 0.00 4500008519 8 6/29/2018 102244 BELLMAR INVESTMENT GROUP INCFLOORCOV&INSTALL 0.00 4500008519 9 6/29/2018 102244 BELLMAR INVESTMENT GROUP INCFLOORCOV&INSTALL 3,641.40 4500008519 10 6/29/2018 102244 BELLMAR INVESTMENT GROUP INCFLOORCOV&INSTALL 0.00 4500008519 11 6/29/2018 102244 BELLMAR INVESTMENT GROUP INCFLOORCOV&INSTALL 11,328.80 4500008519 12 6/29/2018 102244 BELLMAR INVESTMENT GROUP INCFLOORCOV&INSTALL 0.00 4500008520 4,446.00 4500008520 1 6/29/2018100667 SNAP-ONINDUSTRIAL COMPUTERSOFTWARE 2,760.00 4500008520 2 6/29/2018100667 SNAP-ONINDUSTRIAL COMPUTERSOFTWARE 1,686.00 4500008521 2,429.00 4500008521 1 6/29/2018100601 V.E.RALPH&SON,INC. 1STAID&SAFETYEQP 2,429.00 4500008525 559.60 4500008525 1 6/29/2018100011 A&AGLOVE&SAFETYCO. HARDWARE&RELATED 559.60 4500008526 1,291.40 4500008526 1 6/29/2018100914 HERITAGE-CRYSTALCLEANLLC PRINTINGPLANTEQP 608.80 4500008526 2 6/29/2018100914 HERITAGE-CRYSTALCLEANLLC PRINTINGPLANTEQP 597.60 4500008526 3 6/29/2018100914 HERITAGE-CRYSTALCLEANLLC PRINTINGPLANTEQP 85.00

OPERATIONS & MAINTENANCE COMMITTEE

DELAWARE RIVER PORT AUTHORITY Operations & Maintenance Committee Meeting

One Port Center 2 Riverside Drive Camden, New Jersey Tuesday, July 10, 2018

Commissioners: Albert Frattali, Chairman of the Operations & Maintenance Committee E. Frank DiAntonio (via telephone) Robert Borski (via telephone) Joseph Martz (via telephone) Charles Fentress 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 Stephen Holden, Deputy General Counsel Gerald Faber, Assistant General Counsel Kathleen Vandy, Assistant General Counsel Robert Hicks, Chief Operating Officer Michael Venuto, Chief Engineer William Shanahan, Director, Government Relations Tonyelle Cook-Artis, Manager, Government Relations Amy Ash, Manager, Contract Administration Mike Williams, Acting Manager, Corporate Communications Darlene Callands, Manager, Community Relations Valerie Bradford, Bridge Director, BFB/BRB Larry Walton, Bridge Director, WWB/CBB Steve Reiners, Director, Fleet Management John Rink, General Manager, PATCO Rohan Hepkins, Assistant General Manager, PATCO Dave Fullerton, Director, Safety Services, PATCO Cara Dougherty, Government Relations Summer Intern Sheila Milner, Administrative Coordinator, OGC Elizabeth Saylor, Administrative Coordinator, OGC

Others Present:

Craig Ambrose, Assistant Counsel, New Jersey Governor’s Authorities Unit Alan Becker, prospective Citizens Advisory Committee member

Page 1 of 4 CALL TO ORDER Committee Chairman Frattali called the meeting of the Operations & Maintenance 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: Frattali, Borski, DiAntonio, Garganio, Martz and Fentress.

OPEN SESSION

A. Summary Statements and Resolutions for Consideration

1) Contract No. CB-35-2017, Commodore Barry Bridge Joint Rehabilitation And Bearings Replacement

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize staff to negotiate a construction contract in the amount of $1,471.105.00 with Driscoll Construction Co., Inc. to perform construction services for the Commodore Barry Bridge (CBB) Joint Rehabilitation and Bearings Replacement Project. Biennial Inspection identified deteriorated conditions of bearings, joints, and concrete at the CBB. This contract will furnish and install new strip seals joints at Ramps AC & BC, replacement of bearings and concrete repairs at US Route 130 Overpass. Commissioner Garganio 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.

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 reflect the increase to the contract amount. The contract is with TranSystems Corporation for the PATCO Station Enhancements and the requested modification is an increase in the amount of $166,404.37 and an additional four months duration. 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.

3) Rain Garden Agreement at Ben Franklin Bridge Between DRPA and CCMUA

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize the DRPA to engage in a perpetual agreement (with rights of termination for convenience or for cause) with Camden County Municipal Utilities Authority (CCMUA) regarding storm water mitigation strategies under the Ben Franklin Bridge. Commissioner Garganio moved to forward the matter to

Page 2 of 4 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.

4) Lindenwold Shop Carwash Ventilation System

General Manager Rink presented a Summary Statement and Resolution that the Board authorize staff to negotiate a contract with Oliver Communications Group, Inc. to install a new carwash ventilation system in the Lindenwold Shop. This work will be under GSA Schedule GS-35F-204DA pricing, in an amount not to exceed $198,000.00. 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) Shredding Event - 2018

General Manager Rink presented a Summary Statement and Resolution that the Board permit Camden County to hold its annual shredding event at the Woodcrest Station parking lot on October 6, 2018. DRPA/PATCO would provide support services in the approximate amount of $2,000.00, which would be reimbursed by Camden County. 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.

6) Arc Flash Hazard Analysis Services - PATCO

General Manager Rink presented a Summary Statement and Resolution that the Board Authorize staff to negotiate an agreement with Burns Engineering, Inc. in the amount of $196,189.00 to provide Arc Flash Hazard Analysis Services for electrical switchgear and apparatus in PATCO facilities. Director Fullerton of Safety Services at PATCO explained that the Arc Flash Hazard Analysis is used to determine the incident energy of a potential arc flash, establish the arc flash boundary and to determine the required clothing and PPE required to safely work on and around electrical switchgear and apparatus. There was one question concerning the process. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner Garganio seconded the motion. All other Commissioners in attendance voted to approve the motion.

7) Procurement and Delivery of Highway Rock Salt for DRPA and PATCO Facilities

Bridge Director Bradford presented a Summary Statement and Resolution that the Board authorize staff to negotiate a contract with Morton Salt, Inc. in the amount of $317,684.00 under New Jersey State Contract Number T-0213 to supply rock salt to PATCO and to the Ben Franklin, Betsy Ross, and Walt Whitman Bridges. Commissioner Garganio 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.

Page 3 of 4 8) Eight (8) 2019 Ford Interceptor Patrol Vehicles

Fleet Manager Reiners presented a Summary Statement and Resolution that the Board authorize staff to negotiate a purchase contract with Charles S. Winner, Inc. dba Winner Ford for the purchase of eight (8) 2019 Ford Interceptor Patrol Vehicles in the amount of $216,000.00, an average price per vehicle of $27,000.00. There were questions concerning the average mileage on the current vehicles and their ages. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner Garganio seconded the motion. All other Commissioners in attendance voted to approve the motion.

9) DRPA Application for Grant Funding through FY 2018 US Department of Transportation Better Utilizing Investments to Leverage Development or “BUILD Transportation Discretionary Grants,” program for the Reopening of Franklin Square Station on the PATCO Transit Line

Government Relations Director Shanahan presented a Summary Statement and Resolution that the Board authorize staff to apply for grant funding for the reopening of the Franklin Square Station through the US Department of Transportation grant program. He stated that the DRPA is seeking $13,139,000.00 in federal funding, with a residual amount coming from DRPA’s General Funds. 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.

B. General Discussion

There was one item under General Discussion. It was Change Order WW-24-2015(R), Walt Whitman Bridge Roof Replacement. Chief Engineer Venuto stated that the original amount of the contract was $1,280,754.00, of which $50,000.00 was allocated for the project’s ‘site coordination and unforeseen conditions.’ The change order was to allocate approximately $11,903 of the $50,000 for two required changes: (1) removal of the toll plaza roof; and (2) adding flashing with the installation of the roof on the administration building.

ADJOURNMENT

With no further business, Commissioner Fentress moved to adjourn the meeting and Commissioner Garganio seconded the motion. All Commissioners in attendance voted to approve the motion and the meeting adjourned at 9:17 a.m.

Page 4 of 4 SUMMARY STATEMENT

ITEM NO.: DRPA-18-067 SUBJECT: Contract No. CB-35-2017 Commodore Barry Bridge Joint Rehabilitation & Bearings Replacement

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: July10,2018

BOARDACTIONDATE: July18,2018

PROPOSAL: That the Board authorizes staff to negotiate a construction contract with the firm of Driscoll Construction Co., Inc. to perform the construction services for the Commodore Barry Bridge Joint Rehabilitation & Bearings Replacement Project.

Amount: $1,471,105.00

Contractor: Driscoll Construction Co., Inc. 1714 Walton Road, Suite 200 Blue Bell, PA 19422

Other Bidders: South State Inc. $1,554,845.00 A.P. Construction, Inc. $1,777,500.00 JPC Group, Inc. $1,863,980.00 AGATE Construction Company, Inc. $1,873,800.00 Railroad Construction Company, Inc. $1,975,787.00 Road-Con, Inc. $1,997,205.00 IEW Construction Group, Inc. $2,115,939.00

Engineers Estimate: $1,382,300

PURPOSE: The Contract No. CB-35-2017 Commodore Barry Bridge Joint Rehabilitation & Bearings Replacement Project will furnish and install new strip seals joints at Ramps AC & BC, replacement of bearings and concrete repairs at US Route 130 Overpass.

BACKGROUND: The joints at Commodore Barry Bridge Ramps AC & BC and bearings at Route 130 Overpass reached the end of its useful life. Biennial Inspections identified deteriorated conditions of bearings, joints and concrete.

The project was publicly advertised and bid documents were offered to SUMMARY STATEMENT Contract No. CB-35-2018 O&M July 10, 2018 Commodore Barry Bridge Joint Rehabilitation & Bearings Replacement ______

the public beginning on May 15, 2018 with a bid opening date of June 13, 2018. Ten (10) sets of documents were sold. A total of eight (8) bids were received. The low responsive and responsible bid was submitted by Driscoll Construction Co., Inc. in the amount of $1,471,105.00.

Staff has completed the evaluation of bids and recommends that the contract be awarded to Driscoll Construction Co., Inc. in the amount of $1,471,105.00 as the low responsive and responsible bidder to perform the contract work.

SUMMARY: Amount: $1,471,105.00 Source of Funds: General Fund Capital Project #: CBB01604 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 270 Days Other Parties Involved: N/A Estimated Number of Jobs Supported: 44 DRPA-18-067 Operations & Maintenance Committee: July 10, 2018 Board Date: July 18, 2018 Contract No. CB-35-2017, Commodore Barry Bridge Joint Rehabilitation & Bearings Replacement

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the bid of $1,471,105.00 to complete the Commodore Barry Bridge Joint Rehabilitation & Bearings Replacement Project and that the proper officers of the Authority be and hereby are authorized to negotiate a contract with Driscoll Construction Co., Inc. for the required work in an amount not to exceed $1,471,105.00 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: $1,471,105.00 Source of Funds: General Fund Capital Project #: CBB01604 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 270 Days Other Parties Involved: N/A Estimated Number of Jobs Supported: 44 SUMMARY STATEMENT

ITEM NO.: DRPA-18-068 SUBJECT: Capital Project Contract Modification

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: July10,2018

BOARDACTIONDATE: July18,2018

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-18-068 Operations & Maintenance Committee: July 10, 2018 Board Date: July 18, 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

July 18, 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

PD1503 PATCO Station TranSystems $615,036.13 $166,404.37 $781,440.50 Additional 2013 Revenue Enhancements Corporation 4 months Bonds and General Fund SUMMARY STATEMENT

ITEM NO.: DRPA-18-069 SUBJECT: Rain Garden Agreement at Ben Franklin Bridge Between DRPA and CCMUA

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: July10,2018

BOARDACTIONDATE: July18,2018

PROPOSAL: That the Board authorizes the DRPA to engage in a perpetual agreement (with rights of termination for convenience or for cause) with Camden County Municipal Utilities Authority (CCMUA) regarding storm water mitigation strategies under the Ben Franklin Bridge.

Agency: Camden County Municipal Utilities Authority 1645 Ferry Ave Camden, NJ 08104

PURPOSE: The purpose of this Agreement is to reduce storm water runoff in the Camden area by engaging with CCMUA who will design, build, and maintain storm water mitigation strategies to be located under the Ben Franklin Bridge.

BACKGROUND: The Ben Franklin Bridge is a source of storm water runoff that is directed through the bridge drainage system down through the scuppers, or gutters, and into the CCMUA storm water system. CCMUA has offered to design, build, and maintain storm water mitigation strategies, primarily in the form of rain gardens, underneath the Ben Franklin Bridge to address water runoff from portions of the bridge roadway at the Camden Approach. These rain gardens will slow down the storm water runoff that is currently impeding the CCMUA storm water system which results in flooding and other consequences in the Camden area.

As part of the Agreement, CCMUA will be responsible for the design, construction, and any maintenance related to the rain gardens for the duration of the Agreement. The Agreement also outlines DRPA-specific Right of Entry requirements that CCMUA must abide by, including providing insurance and indemnification protections for DRPA. SUMMARY STATEMENT Rain Garden Agreement at BFB Between O&M 7/10/18 DRPA and CCMUA

______

SUMMARY: Amount: None 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: Perpetual Other Parties Involved: Camden County Municipal Utilities Authority DRPA-18-069 Operations & Maintenance Committee: July 10, 2018 Board Date: July 18, 2018 Rain Garden Agreement at Ben Franklin Bridge Between DRPA and CCMUA

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority authorizes the DRPA to engage in a perpetual agreement (with rights of termination for convenience or for cause) with Camden County Municipal Utilities Authority (CCMUA) regarding storm water mitigation strategies under the Ben Franklin Bridge, 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, work orders, or other documents on behalf of the DRPA. If such agreements, contracts, work orders, 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: None 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: Perpetual Other Parties Involved: Camden County Municipal Utilities Authority SUMMARY STATEMENT

ITEM NO.: DRPA-18-070 SUBJECT: Procurement and Delivery of Highway Rock Salt for DRPA and PATCO Facilities

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: July10,2018

BOARDACTIONDATE: July18,2018

PROPOSAL: That the Board authorizes staff to negotiate a contract with Morton Salt, Inc., located in Chicago, IL, in accordance with New Jersey State Contract Number T-0213.

Amount: $317,684.00

Contractor: Morton Salt, Inc. Chicago, IL

Facility Est. Quantity Cost Per Ton Total Cost Betsy Ross 1200 $60.95 $73,140.00 Ben Franklin 1200 $60.99 $73,188.00 Walt Whitman 1600 $60.71 $97,136.00 PATCO 1200 $61.85 $74,220.00 Total Est. Quantity 5,200 Total Cost $317,684.00

PURPOSE: To allow DRPA and PATCO to have the necessary supply of rock salt to clear the bridges, highways and parking lots during the winter season.

BACKGROUND: The DRPA utilizes rock salt during the winter months at the Betsy Ross, Walt Whitman and Ben Franklin Bridges and PATCO Facilities. The rock salt is used for the bridge roadways in addition to the highways, ramps, PATCO parking lots and access roads that are part of its operation.

The DRPA Purchasing Department will be utilizing New Jersey State Contract Number T-0213 for the purchase of rock salt for PATCO and the Walt Whitman, Ben Franklin, and Betsy Ross Bridges with Morton Salt, Inc. DRPA and PATCO have traditionally utilized state contracts to take advantage of bulk pricing with the cooperative purchasing requirement of other state authorities, including NJDOT, Port Authority of New York and New Jersey, South Jersey Transportation Authority and the New Jersey Turnpike Authority. SUMMARY STATEMENT Procurement and Delivery of Highway O&M 07/10/2018 Rock Salt for DRPA and PATCO Facilities ______

SUMMARY: Amount: $317,684.00 Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: 2019 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-18-070 O&M Committee: July 10, 2018 Board Date: July 18, 2018 Procurement and Delivery of Highway Rock Salt for DRPA and PATCO Facilities

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority authorizes staff to negotiate a contract with Morton Salt, Inc. for the purchase of 5200 tons of roadway rock salt that will be distributed to three of DRPA bridges (WWB, BFB, BRB) and PATCO facilities for use on the bridges, highways, and parking lots for a period of one (1) year for a total amount not to exceed $317,684.00 during this period 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: $317,684.00 Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: 2019 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 SUMMARY STATEMENT

ITEM NO.: DRPA-18-071 SUBJECT: Eight (8) 2019 Ford Interceptor Patrol Vehicles

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: July10,2018

BOARDACTIONDATE: July18,2018

PROPOSAL: That the Board authorizes staff to negotiate a purchase contract with Charles S. Winner, Inc. dba, Winner Ford, 250 Berlin Road, Cherry Hill, NJ. 08034, for the purchase of Eight (8) 2019 Ford Interceptor Patrol Vehicles in the amount of $216,000.00, average price per vehicle $27,000.00.

PURPOSE: To replace Patrol Vehicles that cannot be efficiently maintained and to assure that police are able to safely travel to various locations for the purpose of investigating accidents and the enforcement of criminal and motor vehicle codes of Pennsylvania and New Jersey; also the protection of DRPA patrons, employees and property.

BACKGROUND: The 2019 Ford Interceptor Patrol Vehicles are being purchased under New Jersey State Contract T-2776. Past experience has shown that state contract pricing is the most cost effective means of purchasing vehicles and equipment because pricing is quantity based. The 2019 Capital Budget includes funding for the purchase of Eight (8) Patrol Vehicles; for the Public Safety Department.

SUMMARY: Amount: $216,000.00 Source of Funds: General Fund Capital Project #: 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-18-071 Operations & Maintenance Committee: July 10, 2018 Board: July 18, 2018 Eight (8) 2019 Ford Interceptor Patrol Vehicles

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a contract with, Charles S. Winner, Inc. dba, Winner Ford, 250 Berlin Road, Cherry Hill, NJ. 08034 for the purchase of Eight (8) 2019 Ford Interceptor Patrol Vehicles in the amount of $216,000.00, average price per vehicle $27,000.00.

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: $216,000.00 Source of Funds: General Fund Capital Project #: Operating Budget: N/A 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-18-072 SUBJECT: DRPA Application for Grant Funding through FY 2018 US Department of Transportation Better Utilizing Investments to Leverage Development or “BUILD Transportation Discretionary Grant,” for the Reopening of Franklin Square Station on the PATCO Transit Line

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: July10,2018

BOARDACTIONDATE: July18,2018

PROPOSAL: That the DRPA Commission authorizes staff to apply for grant funding through the United States Department of Transportation, Better Utilizing Investments to Leverage Development or “BUILD Transportation Discretionary Grants,” for Design & Construction for the reopening of the Franklin Square Station on the PATCO Transit Line with an estimated total cost of $26,278,000.

PURPOSE: To make application to the US DOT BUILD Discretionary Grant Program to secure grant funding for the Design & Construction of the reopening of the Franklin Square Station on the PATCO Transit Line.

BACKGROUND: The Consolidated and Further Continuing Appropriations Act, 2018, appropriated $500 million dollars to the US Department of Transportation to fund National Infrastructure Investments. FY 2018 BUILD Funds will be awarded on a competitive basis for projects that will have a significant impact on the Nation, a Metropolitan area, or a Region. Consideration will be given to projects that improve access to reliable, safe and affordable transportation, with emphasis on improving connections to employment, education, services, workforce development and community revitalization.

The PATCO owned Franklin Square Station located in Philadelphia, PA has been closed since 1979. A DRPA sponsored study (2003) detailed the necessary improvements and associated costs to reopen Franklin Square Station. In 2014, this study was updated with a current site condition assessment, capital cost estimate and ridership forecast. The project is now part of the DRPA capital program.

Based on the findings and recommendations of the updated study, the project is eligible for US DOT BUILD Funding. This project aligns with the goals of the BUILD Discretionary Grant Program by improving SUMMARY STATEMENT DRPA Application for Grant Funding O&M July 10, 2018 through FY 2018 US Department of Transportation Better Utilizing Investment to Leverage Development or “BUILD Transportation Discretionary Grant,” for the Reopening of Franklin Square Station on the PATCO Transit Line ______

connections between people and centers of employment, education, and services. DRPA seeks $13,139,000 of Federal Funding with the residual project amount coming from DRPA General Funds.

The FY 2018 Appropriations Act is extremely competitive and consideration will only be given to projects having a cost in excess of $5 million dollars that will make transformative surface transportation improvements that are measurable over existing conditions.

SUMMARY: Amount: $13,139,000.00 Source of Funds: Federal Grant Capital Project #: PTD.01502 Operating Budget: DRPA General Fund Master Plan Status: N/A Other Fund Sources: NA Duration of Contract: Federal FY 2026 Other Parties Involved: US DOT, FTA, DVRPC Estimated Number of Jobs Supported: 79 DRPA-18-072 Operation & Maintenance Committee: July 10, 2018 Board Date: July 18, 2018 DRPA application for Grant Funding through FY 2018 US Department of Transportation Better Utilizing Investment to Leverage Development or “BUILD Transportation Discretionary Grant,” for the Reopening of Franklin Square Station on the PATCO Transit Line

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority be and hereby are authorized to apply to the United States Department of Transportation, Better Utilizing Investments to Leverage Development or “BUILD Transportation Discretionary Grants,” for grant funding to support design requirements and construction costs associated with the reopening of the Franklin Square Station on the PATCO Transit Line. This project has an estimated total cost of $26,278,000. DRPA seeks $13,139,000 of Federal Funding with the residual project amount coming from DRPA General Funds.

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: $13,139,000.00 Source of Funds: Federal Grant Capital Project #: PTD.01502 Operating Budget: DRPA General Fund Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Federal FY 2026 Other Parties Involved: US DOT, FTA, DVRPC Estimated Number of Jobs Supported 79

LABOR COMMITTEE

DELAWARE RIVER PORT AUTHORITY Labor Committee Meeting

One Port Center 2 Riverside Drive Camden, New Jersey Tuesday, July 10, 2018

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

Others Present: Craig Ambrose, Assistant Counsel, New Jersey Governor’s Authorities Unit

DRPA/PATCO Staff: John Hanson, Chief Executive Officer/President Maria Wing, Deputy Chief Executive Officer Raymond Santarelli, General Counsel and Corporate Secretary Stephen Holden, Deputy General Counsel Toni Brown, Chief Administrative Officer Robert Hicks, Chief Operating Officer Mike Williams, Acting Manager, 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 Vice Chairman Frattali called the meeting of the Labor Committee of the Delaware River Port Authority to order at 9:26 a.m. and asked the Corporate Secretary to call the roll.

ROLL CALL

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

OPEN SESSION

Vice Chairman Frattali 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

Page 1 of 2 discussed. Mr. Santarelli stated that the general subjects to be discussed in Executive Session included labor updates and the personnel matters and actions. Commissioner Fentress 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 9:27 a.m.

EXECUTIVE SESSION

The Committee met in Executive Session.

Commissioner Garganio 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 9:49 a.m.

OPEN SESSION

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

1) Approval of Policy #400 Expense Reimbursement for Employees and Board Members

Chief Administrative Officer Brown presented a Summary Statement and Resolution that the Board approve revised Policy #400 (“Expense Reimbursement” for Employees and Board Members) of the DRPA/PATCO Policy and Procedure Manual. This policy sets the expense reimbursement procedures for employees and board members. Commissioner Garganio 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.

ADJOURNMENT

With no further business, Commissioner Fentress moved to adjourn the meeting and Commissioner Garganio seconded the motion. All Commissioners in attendance voted to approve the motion and the meeting adjourned at 9:51a.m.

Page 2 of 2 SUMMARY STATEMENT

ITEM NO.: DRPA-18-073 SUBJECT: Approval of Policy #400, “Expense Reimbursement for Employees and Board Members

COMMITTEE: Labor

COMMITTEEMEETINGDATE: July10,2018

BOARDACTIONDATE: July18,2018

PROPOSAL: That the Board approve revised Policy #400, “Expense Reimbursement for Employees and Board Members”.

PURPOSE: To review and approve the revised Policy #400 which sets the expense reimbursement procedures for employees and board members.

BACKGROUND: Policy #400 defines the policy of the Delaware River Port Authority (“DRPA”) and the Port Authority Transit Corporation (“PATCO”), collectively the “Authority”, concerning business and transportation expenses and furnishes guidelines where appropriate.

Among the Authority’s responsibility as a public agency is the necessity that all employees exercise prudent judgment in incurring expenses which are to be reimbursed by the Authority. In this connection, the Authority will pay for reasonable business expenses incurred in the course of transacting official business where proper documentation and/or approvals are submitted.

In addition, approval is sought to permit the Chief Executive Officer, in consultation with the Board Chair and Vice Chair, to approve future changes to this policy.

SUMMARY: Amount: $0 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-18-073 Labor Committee July 10, 2018 Board Date: July 18, 2018 Approval of Policy #400 Expense Reimbursement for Employees and Board Members

RESOLUTION

RESOLVED: That the Board approve revised Policy #400, “Expense Reimbursement for Employees and Board Members”; and be it further

RESOLVED: That the Chief Executive Officer, in consultation with the Board Chair and Vice Chair, to approve future changes to this policy.

SUMMARY: Amount: $0 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 POLICIES & SERIES NO. 400 PROCEDURES DELAWARE RIVER PORT AUTHORITY MANUAL PORT AUTHORITY TRANSIT CORPORATION SUBJECT: EXPENSE REIMBURSEMENT FOR EMPLOYEES AND BOARD MEMBERS

DATE ISSUED: February 20, 2004 NEW REVISED X July 18, 2018

REPLACES Series #600, dated April 1, 1986 and revisions dated August 1, 1987, February 11, 1988, August 7, 1997, and November 21, 2012.

REFERENCE Commission Resolutions of June 19, 1974, December 20, 1978, March 18, 1981, August 18, 2010, December 1, 2010, November 12, 2012, July 18, 2018.and Audit Committee report of February 15, 1984.

SCOPE Defines the policy of the Delaware River Port Authority (“DRPA”) and Port Authority Transit Corporation (“PATCO”), collectively the “Authority” concerning business and transportation expenses and furnishes guidelines where appropriate.

TAX The Authority is exempt from most Federal, New Jersey and Pennsylvania EXEMPTION taxes and such exemption should be claimed whenever possible by use of Tax Exemption Certificates which may be obtained from the Finance Division.

POLICY Among our responsibilities as a public agency is the necessity that all employees exercise prudent judgment in incurring expenses which are to be reimbursed by the Authority. In this connection, the Authority will pay for reasonable business expenses incurred in the course of transacting official business where proper documentation and/or approvals are submitted. In addition, it is the Authority’s intention to adhere in all respects to IRS requirements and standards regarding expenses incurred, and appropriate supporting documentation and substantiation. In some instances, Authority reporting requirements may exceed those of the IRS; in such cases, Authority requirements must be met. This policy shall not supersede any relevant agreements contained in current or future Authority collective bargaining agreements.

GUIDELINES Travel is defined as an employee being away from his/her work location on official Authority business where an overnight stay is required. All overnight travel of Authority employees must be approved in advance in writing by the Chief Executive Officer on the Overnight Travel - Request

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For Approval Form. This form must be submitted with the Expense GUIDELINES Report when requesting reimbursement. (cont'd.) Employees traveling on Authority business should make every effort to efficiently use travel time and still meet business commitments. Employees should allow sufficient travel time to get to their destination, without incurring additional expenses due to personal convenience. Example: An employee is attending a conference in Chicago that starts at 1:00 PM on a Monday afternoon and ends at 12:00 Noon on Thursday. The employee should take flights out on Monday morning and return Thursday afternoon, instead of Sunday and Friday respectively, as this would save the cost of two hotel nights and several meals.

The following paragraphs are provided as guidance to enable employees to understand what business expenses are allowable when on official business.

1) Hotel - Employees will be reimbursed for the authorized rate for that city as set out in the U.S. General Services Administration (GSA) schedule, excluding taxes. This is a maximum allowable rate and employees are still required to search for the lowest available hotel rate. Governmental discounts on room rates are available at many hotels if requested at the time the reservation is made or when checking in. Employees will need to present Authority identification when checking in to receive this discount. All employees should avail themselves of this savings on hotel bills. Requests to stay in hotels where the rates exceed those on the authorized (GSA) schedule should only be submitted after the employee has exhausted all reasonable efforts to find a hotel whose rates meet or fall below the allowable reimbursement rate. Any request for a waiver or exception from the standard reimbursable rate must be submitted in writing to the CEO for review and consideration prior to travel. A waiver or exception shall rarely be granted by the CEO keeping in mind the Authority is a public agency and such waivers GUIDELINES or exceptions will only be granted after a clear and convincing (cont'd.) justification has been presented. If the request for waiver or exception is granted, said approval must be provided in advance of travel and documented by the employee on the Overnight Travel –

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Request for Approval Form available on line as an I-Form.

When hotel bills contain other than room charges, those charges that are business related should be identified and included on the Expense Report as separate item(s).

2) Meals - Employees will be reimbursed for the authorized GSA meal schedule (M&IE) for that city. The Authority will not reimburse for incidental expenses. For example, the 2018 M&IE rate for the Philadelphia Metro Area is $64. This includes $5.00 for incidental expenses. Meal costs exceeding $59 ($64 -$5) must be substantiated with a receipt when submitting the Expense Report. If your submission for meals equals the GSA meal rate for the location, there is no need to supply receipts. There is no carryover if meal expenses on any given day are less than $59. Example: If an employee spends $50 one day, this does not allow them to carryover $9 to other travel days. A waiver or exception to this policy shall rarely be granted by the CEO, keeping in mind that the Authority is a public agency and such waivers or exceptions will only be granted after a clear and convincing justification has been presented. Any approved waiver or exception to this policy must accompany the Expense Report and be approved by the employee’s Chief. Employees should only submit reimbursement for meals incurred while in an official travel status (travel status includes time spent waiting in an airport, train station, etc. so long as time waiting is within reasonable time from departure). As an example, if an employee departs on a business trip after breakfast or returns from a trip before dinner, these meals would not be GUIDELINES considered reimbursable under this policy. When attending (cont'd.) conferences, conventions, training or any event where meals are included in the price of the registration fee, the Authority will not reimburse for any meals which would duplicate those included in the registration fee.

Employees will not be reimbursed for meals on one day trips during a regular eight (8) hour workday. Example: An employee takes the train from Philadelphia to New York in the morning for a meeting and returns in the late afternoon. The employee is not entitled to

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claim lunch as they would have to eat lunch anyway.

Actual reasonable cost of meals with outside business associates will be reimbursed when properly documented. The per person meal cost should follow the guidelines established for meals for employees while in a travel status. This documentation must include the business associates’ names, their titles, company name, and a brief description of the nature of the business discussed and the intended business outcome, before the Expense Report will be processed. Employees who attend business meetings where the content of the meeting is considered sensitive, must still include the appropriate documentation on the Expense Report, including a note to Finance on the confidential nature of the Expense Report. Finance will file the Expense Report in a restricted access file.

Employees will not be reimbursed for alcoholic beverages as part of their meal when traveling or meals with business associates. As a public agency with a zero-tolerance drug and alcohol policy, this is not appropriate use of Authority funds.

3) Intercity Travel - Employees traveling on business should make every effort to obtain the most economical form of transportation available.

* Air - When traveling by air, employees should adequately plan to take advantage of advance purchase requirements. Employees are required to fly “coach” when traveling on business. Any exception to this policy must be approved in advance by the Chief Executive Officer on the Overnight Travel - Request for Approval Form and explained on the Expense Report. Luggage fees are limited to one bag. Employees wanting to charge their airfare to the Airline Credit Account must do so through the Authority’s contracted travel agencies. Periodically, supplementals to this policy identifying the travel agencies the Authority is contracting with to handle traveling arrangements will be issued. This information can be found on the Business Travel Management section of Finance’s INTRANET site. An employee who chooses to

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park his/her car at the airport will be reimbursed at the long term parking rate.

GUIDELINES * Rail - When traveling by rail, employees should take commuter train (cont'd.) service if available. If Amtrak must be used, then employees should take unreserved coach trains, as opposed to the high-end ACELA Express train service. The use of premium train service must be explained on the Expense Report and approved by the employee’s Chief. Employees wanting to charge their rail fare to the Airline Credit Account must do so through the Authority’s contracted travel agencies.

4) Ground Transportation - The accepted method of local travel (airport to hotel, train station to hotel, hotel to business site etc.) while away on business is commuter train or bus, airport or hotel shuttles or taxi. A rental car can only be used if it can be cost justified as cheaper than public transportation. Cars cannot be rented as a means of convenience or for leisure time sightseeing. Rental cars must be approved in advance by the employee’s Chief on the Rental Car Authorization Form, which must be attached to the Expense Report when requesting reimbursement of expenses. This form is available on line as an E-Form. Subcompact and compact cars are the acceptable standard for vehicle rental while traveling. In instances where more than three (3) employees are traveling together, a larger vehicle may be rented. When a rental car is used, employees should fill the gas tank prior to returning it because the rental agency will apply an excessive per gallon charge to refuel the vehicle.

5) Gratuities - Gratuities are permitted for those types of service and in the generally accepted amount for which gratuities are normally given, not to exceed 20%. Amounts exceeding a 20% gratuity will not be reimbursed.

6) Business Calls - Employees are expected to use the most cost effective method of calling. Employees assigned company cellular phones should use these phones to make all of their business calls. Employees who do not have company cell phones and anticipate the

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GUIDELINES need to make business calls while traveling, should use their (cont'd.) personal cellular phone and must submit a copy of the invoice and identify the business calls.

7) Mileage Reimbursement - Please note: the total cost incurred by an employee for traveling from their home to their place of business and returning home is an employee expense and will not be reimbursed. Personal Vehicles - Employees who drive their personal vehicles on company business will be reimbursed for mileage according to the IRS guidelines. The current IRS approved reimbursable mileage rate will be updated within the applicable year’s expense report (I-Form) for mileage calculation purposes. Proper documentation/support is required with the request for reimbursement. This is to include the location traveled from and to, purpose of the travel, firm or function attending.

For intra-facility travel, please refer to Finance Division’s intra-net page and click on the “Business Travel Management” tab.

The accuracy of the mileage reimbursement requested is the responsibility of the employee submitting the expense reimbursement report as well as management personnel who approve the expense submission.

If an employee’s home is included in the travel, the submitted document should note their town but not include their home address. The employee’s supervisor/chief’s approval is confirming the accuracy of the distance submitted for reimbursement and compliant with Authority policies.

Examples:

a) If an employee drives his vehicle to his place of business (workplace) on off hours to work overtime, and then travels back home, that employee will not be reimbursed the mileage for travel from his home to his workplace and back home. GUIDELINES (cont'd.)

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b) If an employee’s work responsibilities require attendance to a sponsored event – job fair, police candidate testing, etc. – held off Authority premises for the full day or for a half-day on the weekend, travel from their home to the location of the event and return to their home will be reimbursed.

c) If an employee travels, on a normal workday, from their home to a location other than their normal assigned work place for work reasons and then to their normal assigned work place, their mileage is the total distance driven less the normal distance from home to work place. Home in Cherry Hill to meeting in Philadelphia then to OPC. The total miles driven is 15 and their normal commute from home to OPC is 9. Their reimbursement is 15 – 9 or 6 miles.

Please note: The above are for illustrative purposes and are not all inclusive. Any questions about reimbursement should be directed to Finance.

EXPENSE 1) The "Expense Report" form (located in the I-Form file) is to be used REPORT FORM for the reimbursement of expenses incurred and the settling of cash advances. Expenditures incurred by employees for legitimate business reasons not necessarily related to travel, such as the purchase of reference books, office supplies, business magazine subscriptions, should be submitted for reimbursement on the Expense Report and not a Finance Voucher. The Finance Voucher should be used for direct pay of expenditures to a vendor by the Authority on behalf of an employee.

When expenses have been paid directly to a vendor - airline ticket, hotel, etc., - by the Authority, the employee is still required to submit the same detailed cost information as for other expense account items on the Expense Report. Example: If the Authority direct pays a hotel for an employee, the employee is still required to submit the hotel invoice, itemize the daily room charge, and deduct the cost in the “DRPA Paid” block on the Expense Report.

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EXPENSE 2) Each Expense Report is to be prepared in a logical daily sequence REPORT FORM with an appropriate description of expenses and expenses itemized (cont'd.) in the right column. The Expense Report must be signed and dated by the person incurring the expense and approved and dated by his/her Chief/Director or authorized designee. A delegation letter shall be forwarded to the Chief Financial Officer.

Expense reports submitted by Chiefs are approved by the CEO or Deputy CEO or their designee, with final review by the CFO

3) All requests for reimbursement of cash expenditures in excess of $25 must be accompanied by an original receipt. This is not to be interpreted to mean that expenditures under $25 never need substantiation - when such receipts are readily available (parking, meals, tolls, etc.) they should be obtained and submitted with Expense Report if available. This $25 limit is for the convenience of the employees and is not to be abused. If a receipt is lost or misplaced, sufficient written substantiation of the expenditure must be provided (name of the restaurant, hotel, parking lot, etc.) in order for Finance to complete reimbursement.

4) Under the present law, an employee may be required to substantiate his/her travel and business expenses for the Internal Revenue Service. It is the Authority’s opinion that if this policy is adhered to, employee expense accounts will be adequately documented for IRS purposes. However, if an employee takes deductions on his/her personal tax return for expenses in excess of those reimbursed or for expenses not reimbursed, the substantiation of such deductions is entirely a matter between the employee and the Internal Revenue Service.

GENERAL 1) Any item not specifically covered in this policy should be treated with good judgment consistent with a high concern for preventing

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needless expenditure of Authority funds. Employees should understand that this is a public agency and the level of scrutiny is higher than private sector organizations. A good question for employees to ask when they are in doubt: “Would I spend this if it were my own money?”

2) Submission of Expense Reports: Expense Reports must be submitted on a timely basis. The longer it takes to submit expenses increases the likelihood that supporting documentation will be lost or misplaced and in turn increases the approval and payment cycles. Expense Reports must be submitted to Finance within 30 days of the expenses being incurred. Expense Reports submitted after 30 days must include a detailed explanation for lateness and must be approved by the employee’s Chief. Expense Reports submitted after 60 days of the expenses being incurred will not be reimbursed. There will be no exceptions.

3) When an employee is not traveling, reimbursement requests for expenses, including meals and entertainment, must be particularly well documented. At no time will an employee who is not traveling be reimbursed for having meals alone or only with fellow employees. Example: A Director decides to take three direct reports out to dinner after work to discuss business related issues. The Director cannot request reimbursement for the meals on his/her Expense Report.

4) No expenses incurred by spouses of Authority employees will be paid for by the Authority unless there is specific approval from the Chief Executive Officer. Any billing to the Authority for a spouse’s unallowable expenses is to be reimbursed by the employee within 30 days of expenditure.

5) The cost of departmental celebrations including such things as Holiday or birthday parties are not chargeable to the Authority and will not be reimbursed. GENERAL (cont’d) 6) When employees submit bills written in a foreign language,

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translation of the services should accompany a request for payment. In the case of foreign currencies, the expense should be shown in the foreign currency and translated to the U.S. dollar equivalent with the exchange rate shown.

7) Any questions about the submittal process should be directed to the Chief Financial Officer.

8) Employees looking for additional information related to business travel should visit the Business Travel Management link on the Finance INTRANET site (Divisions and Departments / Finance).

9) Supplemental expense account memoranda will be issued by the Chief Executive Officer or Chief Financial Officer as needed to clarify or further define Series No. 400.

Commissioners’ Expenses:

Commissioners’ expenses must be related to the performance of Authority business. Commissioners are to exercise prudent judgment in incurring expenses which are to be reimbursed by the Authority. Commissioners must file their expense reimbursement request through the Office of the Corporate Secretary. An email providing a description of the expense, business purpose, and supporting documentation (i.e. receipts, etc.) must be supplied when submitting reimbursement request. In instances where it is not reasonably possible to obtain a receipt, for example at a parking meter, a request for reimbursement will be handled in a reasonable manner. In those limited instances, sufficient written substantiation of the expenditure must be provided (location of the parking meter, length of time the vehicle was parked, etc.) in order for Finance to process the reimbursement. Commissioners’ expense reimbursement requests must be submitted to the Authority’s Corporate Secretary for review and internal processing. The expense reimbursement request (and supporting documentation) will be forwarded to the CEO for review and pre- authorization to process. The expense reimbursement request, as approved by the CEO, will be forwarded to the Finance Department

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for final processing. Finance will process the reimbursement request in the same manner as the employee reimbursement request.

Commissioners should not request employees to pay for expenses on behalf of the Commissioners. Commissioners should pay for their own business travel expenses and request reimbursement on the Expense Report. Employees should be guided by and adhere to this policy.

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FINANCE COMMITTEE

DELAWARE RIVER PORT AUTHORITY Finance Committee Meeting

One Port Center 2 Riverside Drive Camden, New Jersey Wednesday, July 11, 2018

Commissioners: Jeffrey Nash, Esq., Finance Committee Chairman Joseph Martz (via telephone) Robert Borski (for Pennsylvania Treasurer Joseph Torsella; via telephone) Daniel Christy (via telephone) Aaron Nelson (for Rick Taylor) Charles Fentress

DRPA/PATCO Staff: John Hanson, Chief Executive Officer/President Maria Wing, Deputy Chief Executive Officer Raymond Santarelli, General Counsel and Corporate Secretary 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 Kevin LaMarca, Director, Information Services Jennifer DePoder, Financial Analyst, Finance John Rink, General Manager, PATCO Rohan Hepkins, Assistant General Manager, PATCO Orville Parker, Acting Director of Revenue, Finance Christina Maroney, Director, Strategic Initiatives Mark Ciechon, Director, Finance, PATCO Stephen Ardire, Summer Intern, Finance Gaetano Sabelli, Summer Intern, Finance Sheila Milner, Administrative Coordinator, OGC Elizabeth Saylor, Administrative Coordinator, OGC

Others Present: Craig Ambrose, Assistant Counsel, New Jersey Governor’s Authorities Unit (via telephone) Nedia Ralston, Director, Pennsylvania Governor’s Southeast Regional Office (via telephone) Arnold Alston, PNC Financial Services Group

CALL TO ORDER

Chairman Nash called the meeting of the Finance Committee of the Delaware River Port Authority to order at 9:04 a.m. and asked the Corporate Secretary to call the roll.

Page 1 of 3 ROLL CALL

The following Commissioners were present, constituting a quorum: Nash, Borski, Christy, Nelson, 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. He stated that the 2017 Annual Report had been submitted to the GFOA on-time. He noted that traffic and revenues continue to be positive, with bridge traffic on pace to reach 53 million vehicles. He also discussed the General Fund, capital expenditures, the upcoming bond deal, swaps and variable note debt.

B. Summary Statements and Resolutions for Consideration

Chairman Nash stated that there were two (2) Summary Statements and Resolutions for consideration. They were as follows:

1) Wide Area Network Redundancy

Director of Information Services LaMarca presented a Summary Statement and Resolution that the Board authorize staff to negotiate a seven (7) year contract with Crown Castle International Corp. for an amount not to exceed $1,204,440.00 for the installation of a redundant fiber pathway for the Authority’s wide area network (WAN) and dedicated internet access. This purchase is provided with pricing under Federal GSA Schedule GS-35F-465DA. There was one question concerning the process of selecting the vendor. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner Nelson seconded the motion. All other Commissioners in attendance voted to approve the motion.

2) Short Term Disability Proposal from Symetra Life Insurance Company

Chief Administrative Officer Brown presented a Summary Statement and Resolution that the Board authorize staff to amend its current Short Term Disability (STD) contract with the Symetra Life Insurance Company to add STD benefits for DRPA non-represented employees, PATCO non- represented employees and IBEW-represented employees. Ms. Brown explained that, currently, all employees are eligible for long term disability, but only FOP and IUOE employees are eligible for short term disability benefits; Teamster employees have a self-insured plan. Ms. Brown stated that she, CEO Hanson and CFO White recommended providing STD benefits for the additional employees in order to recruit and retain the best qualified employees. She stated that they proposed selecting a 14-day waiting period and an effective date of August 1, 2018. There was one question concerning budgeting for the additional benefit. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner Nelson seconded the motion. All other Commissioners in attendance voted to approve the motion.

Page 2 of 3 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 pending or anticipated contract negotiations. Commissioner Fentress moved to go into Executive Session and Commissioner Nelson seconded the motion. All Commissioners in attendance voted to approve the motion and the Committee moved into Executive Session at 9:28 a.m. The Committee met in Executive Session.

Commissioner Fentress moved to close Executive Session and Commissioner Nelson seconded the motion. All Commissioners in attendance voted to approve the motion and the committee meeting moved back into Open Session at 9:50 a.m. ADJOURNMENT There being no further business, Commissioner Fentress moved to adjourn the meeting and Commissioner Nelson seconded the motion. All Commissioners in attendance voted to approve the motion and the meeting adjourned at 9:50 a.m.

Page 3 of 3 SUMMARY STATEMENT

ITEM NO.: DRPA-18-074 SUBJECT: Wide Area Network Redundancy

COMMITTEE: Finance

COMMITTEEMEETINGDATE: July11,2018

BOARDACTIONDATE: July18,2018

PROPOSAL: That the Board authorizes staff to negotiate a seven (7) year contract with Crown Castle International Corp. for an amount not to exceed $1,204,440 for the installation of a redundant fiber pathway for the Authority’s wide area network (WAN) and dedicated internet access. This purchase is provided with pricing under Federal GSA Schedule GS-35F-465DA. The pricing breakdown is as follows:

Capital $225,000.00 Operating $898,800.00 ($10,700.00/month for 84 months for fiber pathway) Operating $ 80,640.00 ($960.00/month for 84 months for dedicated internet)

PURPOSE: To provide the Authority with resiliency on its critical communications links to its six (6) major facilities.

BACKGROUND: In 2016 the DRPA established its own wide area network to connect its six main facilities. As our environment has matured with an increasing demand on the network infrastructure to provide services such as email, other applications, and internet access to DRPA and PATCO employees, we feel it is necessary to enhance the network by providing redundancy and resiliency. By contracting with this vendor we can assure network performance and availability of our critical network devices by providing the necessary redundant fiber and connectivity. In addition, we will also be adding another internet access connection to be located at the Commodore Barry Bridge disaster recovery facility.

Staff, therefore, recommends negotiating a contract with Crown Castle International Corp. for an amount not to exceed $1,204,440 for the installation of a redundant fiber pathway for the Authority’s wide area network (WAN) and dedicated internet access. SUMMARY STATEMENT -2- Wide Area Network Redundancy Finance – 7/11/2018 ______

SUMMARY: Amount: $1,204,440 Source of Funds: Revenue Fund & General Fund Capital Project #: TEP.01809 Operating Budget: 2019 DRPA 764110 – Telecommunications 2019 PATCO 764110 - Telecommunications Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Seven (7) years Other Parties Involved: N/A DRPA-18-074 Finance Committee: July 11, 2018 Board Date: July 18, 2018 Wide Area Network Redundancy

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a seven (7) year contract with Crown Castle International Corp. for an amount not to exceed $1,204,440 for the installation of a redundant fiber pathway for the Authority’s wide area network (WAN) and dedicated internet access. This purchase is provided with pricing under Federal GSA Schedule GS-35F-465DA.

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: $1,204,440 Source of Funds: Revenue Fund & General Fund Capital Project #: TEP.01809 Operating Budget: 2019 DRPA 764110 – Telecommunications 2019 PATCO 764110 - Telecommunications Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Seven (7) years Other Parties Involved: N/A SUMMARY STATEMENT

ITEMNO.: DRPA-18-075 SUBJECT:ShortTermDisabilityProposal from Symetra Life Insurance Company

COMMITTEE MEETING: Finance

COMMITTEEDATE: July11,2018

BOARD ACTION DATE: July 18, 2018

PROPOSAL: Staff seeks authorization to amend the Symetra Life Insurance Company (“Symetra”) Short Term Disability (STD) contract to add STD benefits for Delaware River Port Authority (DRPA) non-represented employees, Port Authority Transit Corporation (PATCO) non-represented employees and IBEW-represented employees.

BACKGROUND: At the request of staff, DRPA’s benefit consultant/broker, Gallagher Benefit Services, Inc. (Gallagher), obtained a proposal from Symetra to add STD benefits for three (3) classes of employees who currently have Long Term Disability (LTD) benefits with Symetra but who do not have insured STD benefits in place, with the intent of harmonizing the STD program across the Authority and making DRPA and PATCO more competitive in our effort to attract, recruit and retain qualified candidates. Symetra provided Gallagher with a proposal, and Gallagher presented a summary to staff, with varying elimination period options (7 days, 14 days and 21 days).

After carefully considering the options, staff recommends that Option 2 (14 day elimination period) be implemented effective August 1, 2018. The approximate cost to add this benefit for the three classes identified above is approximately $12,194 per month, which includes the FICA matching benefit. Rates are guaranteed through 12/31/2020. The STD benefit will replace the salary continuation program that is currently in place at PATCO for non-represented employees.

Symetra is DRPA & PATCO’s Group Life, Accidental Death and Dismemberment (AD&D), and Disability provider for a three-year term that began January 1, 2018 through December 31, 2020. Symetra also provides a STD benefit for IUOE and FOP-represented employees. SUMMARY STATEMENT -2- Short Term Disability Proposal from Finance – 7/11/2018 Symetra Life Insurance Company ______

SUMMARY: Amount: $146,329.96 annually Source of Funds: Revenue and General Funds Operating Budget: DRPA and PATCO Operating Master Plan Status: N/A Other Fund Sources: None Duration of Contract: 2 yrs. 5 month (8/1/18 – 12/31/20 Other Parties Involved Symetra Life Insurance Company DRPA-18-075 Finance Committee: July 11, 2018 Board Date: July 18, 2018 Short Term Disability Proposal from Symetra Life Insurance Company

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority authorizes staff to amend the Symetra Life Insurance Company Short Term Disability contract to add STD benefits for Delaware River Port Authority (DRPA) non-represented employees, Port Authority Transit Corporation (PATCO) non-represented employees and IBEW- represented employees; and be it further

RESOLVED: That staff is authorized to accept the 14-day elimination period and determine whether the elimination period should be shortened or increased to meet the needs of the Authority without returning to the Board for additional authorization to negotiate the change; and be it further

RESOLVED: That the Short Term Disability benefit shall take effect on or before August 1, 2018; and be it further

RESOLVED: That the Chair, Vice Chair and the CEO 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 CEO 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. If both the Chair and Vice Chair are absent or unavailable, and any agreement or agreements need to be executed during their absence, then the CEO may execute on behalf of DRPA.

SUMMARY: Amount: $146,329.96 annually Source of Funds: Revenue and General Funds Operating Budget: DRPA and PATCO Operating Master Plan Status: N/A Other Fund Sources: None Duration of Contract: 2 yrs. 5 month (8/1/18 – 12/31/20 Other Parties Involved Symetra Life Insurance Company

NEW BUSINESS

SUMMARY STATEMENT

ITEM NO.: DRPA-18-076 SUBJECT: Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEEMEETINGDATE: N/A

BOARDACTIONDATE: July18,2018

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-18-076 New Business: July 18, 2018 Board Date: July 18, 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) – July 18, 2018 DRPA

Item # Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 1 Atlantic Salt Inc. Purchase 1,000 tons of $59,900.00.00 In accordance with New Jersey 1. Atlantic Salt Inc. 1. $59,900.00 Revenue Fund Lowell, MA Highway Rock Salt for ($59.90 per ton) State Contract # T-0213, Vendor Lowell, MA the Commodore Barry Award #40199 Bridge facility to clear the bridge, highway and access ramps during winter months for operational purposes.

2 Premium Power Services, LLC Three (3) Year $70,483.50 Competitive Formal Bid- Invitation 1. Premium Power Services, LLC 1. $70,483.50 Revenue Fund Kennett Square, PA Emergency Generator (Amount includes for Bid DRPA-14-2018 was publicly Kennett Square, PA and Automatic Transfer original bid price, advertised and issued to eleven Switch (ATS) plus a not-to- (11) prospective bidders. Three (3) 2. Genserve, Inc. 2. No Bid Maintenance- DRPA exceed cost of bids were received and publicly Pennsauken, NJ Bridge Facilities, $29,485.50 to opened on June 27, 2018. includes a third year cover emergency 3. Foley Inc.(formerly Giles & 3. Disqualified option. services to be Ransome) used if and when Bensalem, PA necessary. Fixed emergency labor rates were provided as part of the competitive bid process. We have evaluated the rates and found them to be fair and reasonable.)

3 Franklin Electric Purchase of Seventy- $66,420.50 Competitive Formal Bid- Invitation 1. Franklin Electric 1. $66,420.50 General Fund Moorestown, NJ One (71) Holophane for Bid DRPA-15-2018 was publicly Moorestown, NJ Mongoose LED advertised and issued to twelve Modules for the Ben (12) prospective bidders. Five (5) 2. Billows Electric Supply Co. 2. $66,830.88 Franklin Bridge- No bids were received and publicly Haddon Heights, NJ Substitutions opened on June 28, 2018. 3. United Electric 3. $71,516.88 Atco, NJ

4. Lindley Electric 4. $75,970.00 Southampton, PA

5. Pemberton Electric 5. $77,086.12 Lumberton, NJ CONSIDERATION OF PENDING DRPA CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – July 18, 2018 DRPA

Item # Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 4 Oldcastle Precast Purchase of a Recon $70,200.00 Competitive Formal Bid- Invitation 1. Oldcastle Precast 1. $70,200.00 General Fund Telford, PA Wall System for the Walt for Bid DRPA-16-2018 was publicly Telford, PA Whitman Bridge advertised and issued to fourteen (14) prospective bidders. Four (4) 2. Long Island Precast 2. No Bid bids were received and publicly Brookhaven, NY opened on June 29, 2018. 3. R.E. Pierson Materials Corp. 3. No Bid Bridgeport, NJ

4. Garden State Precast 4. No Bid Farmingdale, NJ DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, July 18, 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, July 18, 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 – July 2018

4. Approval of June 20, 2018 Board Meeting Minutes

5. Monthly List of Previously Approved Payments of June 2018

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

7. Approval of Balance Sheet and Equity Statement dated May 31, 2018

8. Approval of Operations & Maintenance Committee Meeting Minutes of July 10, 2018

9. Adopt Resolutions Approved by Operations & Maintenance Committee of July 10, 2018

PATCO-18-021 Lindenwold Shop Carwash Ventilation System

PATCO-18-022 Woodcrest Station Shredding Event – 2018

PATCO-18-023 Arc Flash Hazard Analysis Services - PATCO

10. Unfinished Business

11. New Business

PATCO-18-024 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

12. Executive Session

13. Adjournment

GENERAL MANAGER’S REPORT

REPORT OF THE GENERAL MANAGER

As stewards of public assets, we provide for the safe and efficient operation of transportation services and facilities in a manner that creates value for the public we serve.

July 18, 2018

To the Commissioners:

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

HIGHLIGHTS

End of an Era – On June 21 employees gathered to say good-bye to the last Vickers transit car as it left our Lindenwold facility on its way to Alstom, the car builder refurbishing our fleet of 120 cars. Ninety- eight (98) refurbished cars are on site at our Lindenwold facility.

General Manager’s Report – for July 18, 2018 Meeting

SERVICE

Recognition of Customer Service – This month we received several unsolicited compliments about staff who are serving our customers on the front lines. For example,

 We received a Tweet about Station Supervisor Tiffany Leggette: Tiffany, currently in the Collingswood station, is awesome. She dresses to celebrate every festive holiday. I’ve never seen her in a bad mood. She’s always helpful. Tiffany is the best ♥

 We received an email from “Michael” regarding Money Room Supervisor Joe Christina, who was helping out with increased passenger flow for a BB&T concert, and Transit Ambassador Joshua Bridges: Joe and Josh working at Broadway West today (Friday 6/8/18) at 7pm went above and beyond their duties by helping me and my family. They are excellent people and in my opinion are assets to your company.

 “Linda” sent us an email about Transit Ambassador Jacqueline Felder: I was starting a new job and was trying to figure out if/how I could purchase Septa tickets or if I could use my PATCO card for both. Jackie at the has the patience of a saint!! I was so anxious she had to repeat the same info for me like 7 times and even helped me make my first purchase of Septa transfers at the ticket kiosk. She could NOT have been more pleasant and seemed genuinely interested in assisting me and making sure I understood what to do and which Septa ticket I had to present when. Jackie is just a truly, truly sweet person. PATCO is incredibly lucky to have her serve the public on their behalf! Thank you, Jackie!!!

New Schedule – On June 16, PATCO implemented an enhanced schedule that features significantly more service during off-peak hours. Adding 86 trips each week responds to increased demand and is now possible with the recent completion of track and infrastructure upgrades. On Saturdays service has increased from every 20 minutes to every 15 minutes; and on Sundays service increased from every 30 minutes to every 20 minutes. We are also running more frequent service on weekday evenings.

On-Time Performance – In June, 2018, our on-time performance was 96.53% for the month and 96.31% for the Year to Date. Performance in the AM peak was at 97.73%.

General Manager’s Report – for July 18, 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%

This month, the causes of delay varied significantly, with train (equipment and availability) issues accounting for less than half. A sink hole near Haddonfield resulted in the annulment of 12 trains on June 4 as emergency track work was performed. On the 15th a track circuit problem resulted in 2 annulments and 15 late trains. On the 26th, a Twitter report of a banging noise resulted in one annulment and 13 late trains; PATCO takes such reports seriously and thoroughly investigates any cause that could affect the safety of our customers. On the 30th, cab code testing from modifications to our signaling system significantly affected operations. Other delay incidents involved only a few trains. A summary of the causes of delay incidents in June is provided below.

General Manager’s Report – for July 18, 2018 Meeting

Causes of Delay Incidents - June, 2018

Other, 11%

Transit Operations, 6% Equipment Defect, 44%

Faults 9 Doors 7 Public Safety Issues, Misc. 13 12%

Trespasser, 8%

Passenger Issues, 8%

Lack of Equipment, W&P Track - W&P Elec - Signal - 2% Wayside, 3% Radio, 8%

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, we would operate a four-car rather than a six-car consist for one train. Otherwise our policy is to annul one morning Woodcrest Local and convert a Lindenwold Express to a Local to serve all the customers along the line.

General Manager’s Report – for July 18, 2018 Meeting

DAILY LOADLINE CAR REQUIREMENT June 2018

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

Days Consist Requirement Days Consist Requirement Achieved 17 80.95% Achieved 15 71.43% Days Consist Requirement Days Consist Requirement Not Achieved 4 19.05% Not Achieved 6 28.57%

TOTAL DAYS 21 TOTAL DAYS 21

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

19.05%

28.57%

80.95% 71.43%

Days Consist Requirement Achieved Days Consist Requirement Achieved

Days Consist Requirement Not Achieved Days Consist Requirement Not Achieved

General Manager’s Report – for July 18, 2018 Meeting

STEWARDSHIP

End of an Era – On June 21 employees gathered to say good-bye to the last Vickers transit car as it left our Lindenwold facility on its way to Alstom, the car builder refurbishing our fleet of 120 cars. Ninety- eight (98) refurbished cars are on site at our Lindenwold facility.

Escalators / Elevators –

 Availability –We met our goals again this month. Availability of elevators was 98.48% for the month and 99.29% for the year to date. Availability of all escalators was 97.08% for the month and 96.08% for the year to date.

General Manager’s Report – for July 18, 2018 Meeting

ELEVATORS IN ESCALATORS IN TARGET OPERATION TARGET OPERATION 96% 11 97% 14 ACTUAL ACTUAL 98.48% 97.08% VARIANCE VARIANCE +1.48% +1.08%

STATUS STATUS

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

Monthly Preventive Maintenance - 2018 100%

95% Escalators - 14 Units Elevators - 11 units 90%

85%

80%

75% In May, the west head house structure at Westmont was being repaired. To ensure 70% the safety of our customers during construction, the escalator was taken out 65% of service and therefore not available for routine maintenance.struction project , the 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 July 18, 2018 Meeting

COMMUNITY

School Field Trips – In June PATCO hosted field trips into Center City for four local schools. To maximize safety and efficiency for the almost 200 students and chaperones traveling during morning rush “hours”, PATCO staff visited the schools ahead of time, speaking with the students in much smaller groups in quiet settings. PATCO also facilitates the purchase of the tickets by preparing the tickets ahead of time, making travel on the day of each trip as smooth as possible.

FINANCE

PATCO Income year to date (through 5/31/2018) amounted to $11,498,608, compared with a Budget Anticipated Income of $11,265,556, a favorable variance of $233,052 (+2.07%).

Operating expense during May, 2018 amounted to $3,880,558, compared with a Budget Anticipated Expense of $4,822,631, a favorable variance of $942,073 or 19.53%. Year to date expenses totaled $21,400,915, compared with a Budget Anticipated Expense of $24,084,664, a favorable variance of $2,683,749 or 11.14%.

During the month of May PATCO experienced a Net Operating Loss (excluding rental and non-recurring charges) of $1,492,400. Total Cumulative Loss year to date (excluding rental and non-recurring charges) equaled $9,902,307. Total Cumulative Loss year to date (including Lease Rental charges) equaled $12,453,138.

Net Transit Loss (including lease expense) for the month ending 5/31/2018 was $2,002,567.

Year to Date through 5/31/2018 2018 2018 Through May 31, 2018 Budget Actual Variance Income $11,265,556 $11,498,608 $233,052 F Expenses $24,084,664 $21,400,915 $2,683,749 F Operating Ratio .4677 .5373

Passengers 4,351,758 4,415,108 63,350 F Car Miles 1,960,980 1,996,420 35,440

Ridership – Ridership in May was 930,550, a decrease of 3,318 (-0.36%) when compared to May of 2017. Ridership year to date as of May 31, 2018 was 4,415,108, a decrease of 76,454 (-1.70%) compared to the same period of 2017.

PERSONNEL TRANSACTIONS

The following personnel transactions occurred in June, 2018:

General Manager’s Report – for July 18, 2018 Meeting

NAME POSITION DEPT. DATE

APPOINTMENT(S)

Marco A. Almeida Maintainer Way & Power 6/11/2018 NJ James M. Dutton, Jr. Traffic Mechanic Way & Power 6/11/2018 PA Andrew J. Heinemann Maintainer Way & Power 6/11/2018 NJ Vasyl Hubchack Track Mechanic Way & Power 6/11/2018 NJ Aaron S. Kalvitis Maintainer Way & Power 6/11/2018 NJ Kevin C. McCullough, Sr. Track Mechanic Way & Power 6/11/2018 PA Lashea M. Allen Supervisor/Traffic Anal. Transit Services 6/25/2018 PA Shawn M. Lewin Track Mechanic Way & Power 6/25/2018 NJ LaToyia N. Schockley Accounting Clerk Finance 6/25/2018 NJ

APPOINTMENT(S) – TEMPORARY - None

PROMOTION(S)

David S. Brodnick From: Electronic Technician Way & Power NJ To: Electrical Foreman Way & Power 6/23/2018

Saquiah Scott From: Train Operator Transit Services NJ To: Supervisor/Traffic Anal. Transit Services 6/23/2018

Joseph Shipley From: Train Operator / Transit Services NJ Auxiliary Supervisor To: Supervisor/Traffic Anal. Transit Services 6/23/2018

TITLE CHANGES - None

UPGRADE - None

General Manager’s Report – for July 18, 2018 Meeting

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Robert C. Colanzi From: Mechanical Foreman Equipment NJ To: Acting Manager, Mech. & Equipment 6/2/2018 – 6/29/2018 Custodial

Sylvia Cuevas From: Manager Passenger Services NJ To: Acting Director Fare Collection Oper. 6/16/2018 – 6/24/2018

John M. Dobleman III From: Maint. Foreman Way & Power NJ To: Acting Manager, Track, Way & Power 6/22/2018 – 7/8/2018 Structures & Mechanical

Albert Green From: Payroll Administrator Finance (Payroll) NJ To: Acting Payroll Manager Finance (Payroll) 6/22/2018 – 7/1/2018

Mary Stires From: Accounting Clerk Finance (Payroll) NJ To: Acting Payroll Administrator Finance (Payroll) 6/22/2018 – 7/1/2018

Paul E. Benyola From: Mechanical Foreman Equipment NJ To: Acting Manager, Mech. & Equipment 6/30/2018 – 7/20/2018 Custodial

Albert J. Profico, Sr. From: Manager, Mech. & Equipment NJ Custodial To: Acting Director Equipment 6/30/2018 – 7/27/2018

TRANSFER(S) – PATCO / DRPA - None

TRANSFERS - None

RESIGNATION(S)

Shawn Rush Custodian Way & Power 6/29/2018 PA

RETIREMENT(S) - None

DECEASED – None

The quarterly Affirmative Action Scorecard is attached to this report.

General Manager’s Report – for July 18, 2018 Meeting

PURCHASING & MATERIAL MANAGEMENT

During the month of June, 178 purchase orders were issued with a total value of $528,078. Of the $17,291 in monthly purchases where minority vendors could have served PATCO needs, $3,705 was awarded to MBEs and $7,453 to WBEs. The $11,158 total MBE/WBE purchases in June represent 2.11% of the total spent and 64.53% of the purchases available to MBE/WBEs.

Attached to this report is the Affirmative Action Report summarizing purchases during the second quarter of 2018.

MAINTENANCE

The following significant maintenance initiatives progressed in June:

 Twenty-three (23) rebuilt motors are available for installation as needed. Eighty (80) motors are in the overhaul process, including 19 at Swiger Coil, 41 at RAM, 7 at WALCO, 3 at Sherwood and 10 pending outbound shipment.  We established a goal of 50 truck overhauls in 2018. Twenty-five (25) have been assembled so far, with six (6) more in progress.  Six (6) rebuilt gearboxes are currently available. One (1) wheelset is assembled and ready for truck building. Ninety-seven (97) gearboxes are at vendors for repair with 33 at UTC and 64 at Penn Machine. Sole source procurement of damaged internal parts is progressing.  In June the combined efforts of both shifts accomplished scrubs (intensive interior cleaning) on 54 cars; we also completed 194 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 had submitted a scope of work needed to repair Car 1023, which sustained significant arc flash damage when an electrical conduit was knocked into the trackway. PATCO/LTK are reviewing the report.  Car overhaul – We now have 98 overhauled cars on-site, 96 of which have been conditionally accepted. Alstom continues to work on issues involving couplers, HVAC starting resistors, communications, battery/low voltage power (2 cars awaiting modification), and bypass switches (28 cars yet to be modified). The cab windows of all cars have been modified.  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.  Installation of Locust Interlocking’s 2R Skate enclosure was completed this month.  The safe braking cut-over was completed in the subway areas.  FM200 inspection for the fiber optic nodes was completed this month.  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. General Manager’s Report – for July 18, 2018 Meeting

 Staff participated in training and received certification in track rail welding.  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, including replacement of the drive shaft for the Ashland Station escalator o Westmont Viaduct project – provided flagging and scheduling; completed final testing to close out this project. 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 – June, 2018

DATE: June 29, 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 44 people trained):

PATCO NUMBER DATE CONTRACTOR CONTRACT PROJECT/WORK AREA IN NO. ATTENDANCE 06/04/18 Accountants for You Transit Ambassadors 2 06/04/18 Burns Engineering # 28-2007 Westmont Viaduct 1 Revenue Collection & 06/04/18 Dunbar Armored Services GN-0019-12 2 Armored Car Services PATCO Pedestrian 06/04/18 Jacobs Engineering CS5109 3 Bridges and Tunnels 06/04/18 The Lighting Practice EG5405 BFB Decorative Lighting 4 Contract Lindenwold Yard 06/04/18 HNTB 1 #14N Rehab. 06/11-18 DRPA IS Department Systems Administrators 2 W&P Custodian and 06/11/18 PATCO Summer Interns 2 Purchasing Clerk BF-46- 06/11/18 South State BFB South Walkway 7 2016(R) Verizon Wireless 06/11/18 V-Comm Underground and 1 Above Ground Projects 06/11/18 Vitetta Architects GN-0009-18 BFB Masonry Rehab. 2 06/18/18 AP Construction Contract 12-I Elevator Installation 1 06/18/18 Tri-State Construction Contract 12-I Elevator Installation 1

PATCO NUMBER DATE CONTRACTOR CONTRACT PROJECT/WORK AREA IN NO. ATTENDANCE 2018 PATCO Biennial 06/18/18 Remington and Vernick 1 Inspections Michael Baker 2018 PATCO Biennial 06/18/18 1 International Inspections Contract Lindenwold Yard 06/25/18 HNTB 1 #14N Rehab. 06/25/18 Johnson Controls Fire Alarm System 3 BF-46- 06/25/18 3-C Drilling BFB South Walkway 4 2016(R) 06/25/18 Perryman Construction GN-0009-18 BFB Masonry Rehab. 1 BF-46- 06/25/18 South State BFB South Walkway 1 2016(R) Track Mechanic, 06/25/18 PATCO New Hires Accounting Clerk, Supv. 3 Traffic Analyst

Training Coordinated/Conducted by DRPA Safety

PATCO NUMBER DATE CONTRACTOR CONTRACT PROJECT/WORK AREA IN NO. ATTENDANCE 06/11/18 DRPA New Hires C&M Mechanic 1 06/25/18 DRPA New Hires C&M Mechanic 1 06/25/18 DRPA New Hires Toll Collectors 4

Drug & Alcohol Tests – for June 2018 Random Drug only 7 Random Alcohol only 0 Random Drug & Alcohol 2 Reasonable Suspicion Drug only 0 Reasonable Suspicion Alcohol only 0 Post-Accident 0 TOTAL TESTS COMPLETED 9

2. Internal PATCO Safety Activities:

 Attend PATCO Hi-vision Garment Review, June 1st, 2018  Attended Westmont Station’s Headhouse Meeting, June 4th, 2018  Attended Lindenwold Yard and Viaduct Rehabilitation, Contract No. 14-N, Progress Meetings, June 4th and June 19th, 2018  Attended PATCO Directors’ Meetings, June 5th and 19th, 2018  Conducted Equipment Department and Storeroom Audit on June 6th, 2018  Conducted Confined Space Training, Equipment Department Night Shift, June 6th, 2018  Conducted Confined Space Training, Equipment Department Day Shift, June 7th, 2018  Attended and participated in June Quarterly Safety Meeting, Trenton, NJ, June 7th, 2018  Conducted Way & Power Department Audit on June 8th, 2018  Participated in PATCO SSPP Update Review and Discussion, June 8th, 2018  Attended PTSI Route Learning System Demonstration, June 8th, 2018  Participated in PATCO Internal Audit Checklists Discussion, June 8th, 2018  Attended Maintenance Audit Meeting, PATCO Regional Security Working Group (PATCO RSW6), BFB, June 13th, 2018  Attended Leadership Sessions, June 14th and June 28th, 2018  Attended PATCO Lindenwold Fire Protection Sprinklers Kick-Off Meeting, June 15th, 2018  Attended Senior Staff Meeting, June 19th, 2018  Attended Labor Management Meeting, June 19th, 2018  Participated in Discipline Committee Meeting, June 19th, 2018  Attended Woodcrest Station Platform Rehabilitation, Contract No. CS5118, Kick-Off Meeting, June 21st, 2018  Attended PATCO SSPP Update Status Meeting, June 22nd, 2018  Participated in E.A.R. Workflow Telephone Conference, June 26th, 2018  Attended PATCO Bi-Weekly Staff Meeting, June 26th, 2018  Attended BF-46-2016(R), BFB South Walkway, Pedestrian and Bicycle Ramp Safety Meeting, June 27th, 2018  Conducted Maintenance Audits and Inspections for Way & Power Department, June 28th, 2018  Conducted Maintenance Audits and Inspections for Equipment Department, June 28th, 2018  Participated in Records Management Training, June 28th, 2018

3. Internal DRPA Safety Activities:

 Attended Meeting with CBB and BFB Fleet Departments, June 1st, 2018  Attended BRB Weekly Staff Meetings, June 1st and 15th, 2018  Attended SMS Principles for Training, Washington, DC, June 5th through June 8th, 2018  Attended BFB VIP Bridge Tour, June 5th, 2018  Attended 2018 C&M Managers Meeting, WWB, June 5th, 2018  Conducted WWB Shop Safety Inspections, June 6th, 12th, 19th, and 26th, 2018

 Conducted CBB Shop Safety Inspections, June 6th, 14th, 21st and 28th, 2018  Attended Regional Planning Commission Meeting, June 7th, 2018  Attended BFB Workplace Safety meeting, June 11th, 2018  Attended WWB Administration Building Emergency Generator Replacement Progress Meeting, WW-26-2016, June 12th and 26th, 2018  Attended meeting in Marlton, NJ, Jarve Kaplan Granato Starr, June 13th, 2018  Attended Clean Rental Uniforms/DRPA Meeting, Pre-Bid Discussion, June 13th, 2018  Attended meeting with Joe McAroy and Bill Stricker, BRB, June 14th, 2018  Attended CBB Workplace Safety meeting, June 14th, 2018  Participated in Employee Appreciation BBQ, BFB, June 14th, 2018  Attended 2018 BRB Progress Meeting, June 14th, 2018  Conducted Summer Intern Orientation, June 15th, 2018  Attended BRB NJ App Drainage Pipe Evaluation Kick-Off Meeting, June 15th, 2018  Participated in DRPA BFB Safety Discussion, June 18th, 2018  Attended BRB Contractors’ Meeting, June 18th, 2018  Attended BFB 2018 Biennial Inspection Progress Meeting, June 19th, 2018  Conducted DRPA Safety Budget Review, June 19th, 2018  Attended CBB 2018 Biennial Inspection Progress Meeting, June 20th, 2018  Attended BFB MPSR Package 1 and 2, Final Design Safety and Security, June 20th, 2018  Conducted Random D&A screenings at BFB with Interstate, June 25th, 2018  Conducted Safety Contractor Orientation, BFB, June 25th, 2018  Conducted Forklift Training, WWB, June 26th and June 28th, 2018  Attended CBB Painting Phase 2, CB-31-2016R, Progress Meeting, June 26th, 2018  Attended 2018 WWB Progress Meeting, June 26th, 2018  Attended BRB Painting Phase 1 Progress Meeting, June 27th, 2018  Reviewed various Health and Safety plans from contractors who were awarded construction and/or design projects during the month of June.  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 June 4th, 11th, 18th, and 25th, 2018  Attended BFB Masonry Rehabilitation Project, DRPA Agreement No. Gn-0009-18, Progress Meeting, June 4th, 2018  Attended and participated in IAIC Committee Meeting, June 11th, 2018  Attended meeting with Interstate Mobile, Annual Medical Surveillance Results Review, June 12th, 2018  Conducted and participated in monthly SACC/Joint Workplace Committee meeting, June 14th, 2018  Attended Bridge Director’s Meeting with Safety Risk Management and Fleet Management, June 20th, 2018

 Conducted and participated in Monthly Safety Services Progress Meeting, June 21st, 2018  Attended and Participated in monthly Central Safety and Health Committee Meeting, June 27th, 2018  Attended and participated in Programs and Activities Meeting, June 27th, 2018

5. Joint PATCO/DRPA Safety Outside Agency Involvement.

None.

PATCO BOARD MINUTES

PORT AUTHORITY TRANSIT CORPORATION

BOARD MEETING

One Port Center 2 Riverside Drive Camden, NJ Wednesday, June 20, 2018

PRESENT Pennsylvania Commissioners Christopher Lewis, Esq. Joseph Martz Donna Powell Sean Murphy, Esq. (for Pennsylvania Auditor General Eugene DePasquale) Robert Borski (for Pennsylvania Treasurer Joseph Torsella)

New Jersey Commissioners Jeffrey Nash, Esq., Vice Chairman of the Board (for Chairman Ryan Boyer) Aaron Nelson (for Ricardo Taylor) Albert Frattali Frank DiAntonio Richard Sweeney Bruce Garganio Charles Fentress Daniel Christy

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 Kathleen Vandy, Assistant General Counsel James White, Chief Financial Officer John Lotierzo, Director of Finance 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

Page 1 of 5 DRPA/PATCO Staff (Continued) Richard Mosback, Director, Procurement DRPA/PATCO Rich Betts, Acting Manager, Procurement William Shanahan, Director, Government Relations Tonyelle Cook-Artis, Manager, Government Relations Michael Venuto, Chief Engineer Kevin LaMarca, Director, Information Services Kyle Anderson, Director, Corporate Communications Mike Williams, Graphic Design Administrator, Corporate Communications Darlene Callands, Manager, Community Relations Amy Ash, Manager, Contracts Administration Valerie Bradford, Bridge Director, Benjamin Franklin and Betsy Ross Bridges Lawrence Walton, Bridge Director, Walt Whitman and Commodore Barry Bridges Steve Reiners, Director, Fleet Management Alberto Longo, Summer Intern, OGC Kandyse Samuel, Summer Intern, OGC 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 Southeast Regional Office Christopher Gibson, Esq., Archer & Greiner (New Jersey Counsel) Alan Kessler, Esq., Duane Morris LLP (Pennsylvania Counsel) Sangetta Doshi, Cherry Hill Councilwoman Samantha Fund, Managing Director, PNC Jarred Corn, Bowman LLP Jennifer Bertino, Bowman LLP Linda Hallowell, Wells Fargo JoEllyn Powell, Wells Fargo Julius Coursey, Wells Fargo Charles Holmes, Holmes & Company Robert Leipziger, Rob’s Automotive & Collision Center Kevin Wilson, Rob’s Automotive & Collision Center Daniel Norfleet, Citizens Advisory Committee (“CAC”) Alan Becker, prospective CAC 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 Vice Chairman Nash called the meeting to order at 9:21 a.m. and asked that the Corporate Secretary call the roll. The following Commissioners were present, constituting a quorum: Vice Chairman Nash, Lewis, Martz, Borski, Powell, Frattali, Sweeney, Christy, 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. Mr. Rink reported that PATCO has increased their headway on Saturdays and Sundays to increase ridership on off-peak service. He also noted that the last legacy cars were shipped to Alstom for refurbishment.

Commissioner Lewis moved to approve the General Manager’s Report and Commissioner Martz 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 May 16, 2018 PATCO Board Meeting Minutes Vice Chairman Nash stated that the Minutes of the May 16, 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 Martz 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 May 2018 and the Previously Approved List of Purchase Orders and Contracts Covering the Month of May 2018 Vice Chairman Nash stated that the Lists of Previously Approved Payments covering the month of May 2018 and the List of Previously Approved Purchase Orders and Contracts covering the month of May 2018 were previously provided to all Commissioners. There were no questions or comments on the lists. Commissioner Fentress moved to receive and file the lists and Commissioner Garganio seconded the motion. All Commissioners in attendance voted in the affirmative. The motion carried.

Receipt and Filing of the Balance Sheet and Equity Statement Dated April 30, 2018 Vice Chairman Nash called for a motion to receive and file the Balance Sheet and Equity Statement dated April 30, 2018. Commissioner Christy moved the motion and Commissioner Sweeney 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 June 12, 2018 Vice Chairman Nash stated that the Minutes of the June 12, 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 Frattali seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Adoption of Resolutions Approved by the Operations & Maintenance Committee on June 12, 2018 Vice Chairman Nash stated that there were four (4) Resolutions from the June 12, 2018 Operations & Maintenance Committee Meeting and introduced the Resolutions for consideration:

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

Commissioner Frattali moved to approve the Resolutions PATCO-18-016 through PATCO-18- 019 and Commissioner Martz seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Resolutions. The motion carried.

Unfinished Business Vice Chairman Nash stated that there was one (1) item of PATCO Unfinished Business. It was as follows:

PATCO-18-015 Amendmentof the By-Laws (2nd Posting)

Commissioner Fentress moved to approve the Resolution and Commissioner Sweeney seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Resolution. The motion carried.

New Business Vice Chairman Nash reported that there was one (1) item of New Business for consideration, and introduced the following Resolution:

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

Commissioner DiAntonio moved to adopt the Resolution and Commissioner Sweeney 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 DiAntonio seconded the motion. All Commissioners in attendance voted to approve the motion and the PATCO meeting was adjourned at 9:28 a.m.

Respectfully Submitted,

Raymond J. Santarelli, Esquire General Counsel and Corporate Secretary

Page 5 of 5

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS

DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

REMINGTON & VERNICK ENGINEERS, INC. 4TH ST GARAGE CATHODIC PROTECTION D-15-019 $1,395.74 ** 4TH ST GARAGE CATHODIC PROTECTION TOTAL $1,395.74 FALASCA MECHANICAL, INC. AIR HANDLER #4 REPLACEMENT D-17-011 $23,761.00 ** AIR HANDLER #4 REPLACEMENT TOTAL $23,761.00 AECOM TECHNICAL SERVICES, INC. ANCHORAGE PRESERVATION D-14-048 $8,979.90 ** PARSONS TRANSPORTATION GRP OF NY IN ANCHORAGE PRESERVATION D-17-032 $228,992.33 ** ANCHORAGE PRESERVATION TOTAL $237,972.23 CANON FINANCIAL SERVICES, INC AUTHORITY WIDE COPIERS & PRINTERS D-16-083 $5,814.42 ** AUTHORITY WIDE COPIERS & PRINTERS TOTAL $5,814.42 MULTIFACET, INC. AUTO ACCESSORIES 25KTHRES $694.80 AUTO ACCESSORIES TOTAL $694.80 TRAFFIX DEVICES, INC. AUTO MAINT/RPR PRTS 25KTHRES $9,382.39 AUTO MAINT/RPR PRTS TOTAL $9,382.39 EPLUS TECHNOLOGY, INC BACKUP ARCHIVING OF DIGITAL DATA D-18-039 $138,044.40 ** BACKUP ARCHIVING OF DIGITAL DATA TOTAL $138,044.40 VITETTA ARCHITECTS & ENGINEERS BFB MASONRY REHABILITATION D-18-002 $32,284.49 ** BFB MASONRY REHABILITATION TOTAL $32,284.49 HAKS ENGINEERS BIENNIAL INSPECTION D-17-105 $77,290.04 HNTB CORPORATION BIENNIAL INSPECTION D-17-103 $29,726.85 MODJESKI AND MASTERS, INC. BIENNIAL INSPECTION D-17-104 $29,529.56 REMINGTON & VERNICK ENGINEERS, INC. BIENNIAL INSPECTION D-16-021 $363.34 BIENNIAL INSPECTION TOTAL $136,909.79 BANK OF NEW YORK - MELLON BOND SERVICE BOND RESOLUTIONS $480,977.21 TD BANK, N.A. BOND SERVICE BOND RESOLUTIONS $8,606,625.10 BOND SERVICE TOTAL $9,087,602.31 CORCON, INC. BRB MAINTENANCE PAINTING D-17-065 $1,239,076.80 ** BRB MAINTENANCE PAINTING TOTAL $1,239,076.80 TRI-COUNTY TERMITE & PEST CONTROL BUILDING MAINT SRVS 25KTHRES $165.00 BUILDING MAINT SRVS TOTAL $165.00 ALSTOM TRANSPORTATION, INC. CAR REHAB DESIGN D-10-154 $1,561,700.52 ** CAR REHAB DESIGN TOTAL $1,561,700.52 DANIEL F. PETTIT CDL LICENSE FEES 25KTHRES $48.00 JOHN J. FLORICH CDL LICENSE FEES 25KTHRES $44.00 JOSEPH R. FRIES CDL LICENSE FEES 25KTHRES $44.00 MARK A. DUMONT CDL LICENSE FEES 25KTHRES $68.00 RICHARD C. LISTER CDL LICENSE FEES 25KTHRES $44.00 CDL LICENSE FEES TOTAL $248.00 GANNETT FLEMING COMPANIES CENTER TOWER/COMMAND & CONTROL D-16-011 $22,797.43 ** CENTER TOWER/COMMAND & CONTROL TOTAL $22,797.43 REMINGTON & VERNICK ENGINEERS, INC. CENTERLINE CATWALK REHABILITATION D-15-019 $20,289.78 ** CENTERLINE CATWALK REHABILITATION TOTAL $20,289.78 ROBERT MELIKIAN CITIZEN ADVISORY COMMITTEE EXPENSES 25KTHRES $71.24 CITIZEN ADVISORY COMMITTEE EXPENSES TOTAL $71.24 KEYPORT ARMY NAVY CLOTHING UNIFORM 25KTHRES $110.00 LANDSMAN UNIFORMS CLOTHING UNIFORM 25KTHRES $960.00 WITMER PUBLIC SAFETY GRP INC CLOTHING UNIFORM 25KTHRES $2,473.60 CLOTHING UNIFORM TOTAL $3,543.60 EPLUS TECHNOLOGY, INC COMP HW/PERIPH-MICRO 25KTHRES $2,615.80 COMP HW/PERIPH-MICRO TOTAL $2,615.80 THOMSON REUTERS- WEST COMPUTER SOFTWARE 25KTHRES $302.60 COMPUTER SOFTWARE TOTAL $302.60 COURT LIAISON SERVICES, LLC CONTRACT SERVICE EXPENSE D-17-073 $2,750.00 IRON MOUNTAIN INCORPORATED CONTRACT SERVICE EXPENSE D-16-012 $13,367.00 CONTRACT SERVICE EXPENSE TOTAL $16,117.00 LAZ PARKING CONTRACTED P/T TOLL COLLECTORS D-17-012 $82,620.06 CONTRACTED P/T TOLL COLLECTORS TOTAL $82,620.06 CONDUENT BUSINESS SERVICES LLC CONTRACTORS - E-ZPASS WALK IN CSC D-04-031 $49,173.07 CONTRACTORS - E-ZPASS WALK IN CSC TOTAL $49,173.07 CANON SOLUTIONS AMERICA, INC. COPIER EXPENSE D-16-083 $4,001.06 COPIER EXPENSE TOTAL $4,001.06

** Capital Expenditures Page 1 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

TEAM CLEAN, INC CUSTODIAL SERVICES D-16-120 $135,811.77 CUSTODIAL SERVICES TOTAL $135,811.77 BENTLEY SYSTEMS, INC. DATA PROCESSING 25KTHRES $246.25 DELL MARKETING L.P. DATA PROCESSING D-18-047 $91,742.50 EPLUS TECHNOLOGY, INC DATA PROCESSING D-18-047 $100,645.14 INSIGHT PUBLIC SECTOR, INC DATA PROCESSING 25KTHRES $14,569.05 SHI INTERNATIONAL CORP DATA PROCESSING 25KTHRES $2,505.00 ZAYO GROUP HOLDINGS INC DATA PROCESSING D-16-086 $1,636.00 DATA PROCESSING TOTAL $211,343.94 CORCON, INC. DELEADING AND REPAINTING D-15-081 $2,379,905.40 ** ELLIOTT GREENLEAF & SIEDZIKOWSKI PC DELEADING AND REPAINTING D-17-086 $5,197.50 ** JOHNSON, MIRMIRAN & THOMPSON, INC. DELEADING AND REPAINTING D-15-098 $135,807.81 ** KS ENGINEERS, P.C. DELEADING AND REPAINTING D-16-087 $24,208.30 ** TURNER SURETY & INSURANCE BROKERAGE DELEADING AND REPAINTING D-16-109 $1,750.00 ** DELEADING AND REPAINTING TOTAL $2,546,869.01 RIGGINS INC. DIESEL FUEL D-17-051 $7,573.86 DIESEL FUEL TOTAL $7,573.86 EMERGI-CLEAN INC DISPOSAL FEES 25KTHRES $285.00 DISPOSAL FEES TOTAL $285.00 A.P. CONSTRUCTION, INC. DRPA COLLINGSWOOD STATION PARK LOT D-17-047 $134,589.97 ** URBAN ENGINEERS, INC. DRPA COLLINGSWOOD STATION PARK LOT D-15-019 $37,831.93 ** DRPA COLLINGSWOOD STATION PARK LOT TOTAL $172,421.90 REMINGTON & VERNICK ENGINEERS, INC. DRPA PATCO BIRCH STREET D-15-019 $4,094.16 ** DRPA PATCO BIRCH STREET TOTAL $4,094.16 KLEINFELDER INC. DRPA WOODCREST PARKING LOT RECONSTR D-15-019 $2,815.80 ** DRPA WOODCREST PARKING LOT RECONSTR TOTAL $2,815.80 ATLANTIC CITY ELECTRIC ELECTRICITY EXPENSE UTILITY $5,369.99 DIRECT ENERGY MARKETING INC ELECTRICITY EXPENSE UTILITY $7,031.42 PECO - PAYMENT PROCESSING ELECTRICITY EXPENSE UTILITY $21,931.09 PSE&G CO. ELECTRICITY EXPENSE UTILITY $11,373.09 THE ERIC RYAN CORPORATION ELECTRICITY EXPENSE D-13-088 $22.61 ELECTRICITY EXPENSE TOTAL $45,728.20 REMINGTON & VERNICK ENGINEERS, INC. ELEVATOR REPLACEMENT D-15-019 $1,955.24 ** ELEVATOR REPLACEMENT TOTAL $1,955.24 CHAMMINGS ELECTRIC, INC. EMERGENCY GENERATOR D-17-064 $37,388.87 ** REMINGTON & VERNICK ENGINEERS, INC. EMERGENCY GENERATOR D-15-019 $1,099.03 ** EMERGENCY GENERATOR TOTAL $38,487.90 ANN DUVALL EMPLOYEE AWARDS 25KTHRES $95.93 EMPLOYEE AWARDS TOTAL $95.93 DELTA DENTAL OF NEW JERSEY, INC. EMPLOYEE DENTAL INSURANCE D-15-105 $27,537.28 EMPLOYEE DENTAL INSURANCE TOTAL $27,537.28 AMERIHEALTH INSURANCE COMPANY EMPLOYEE MEDICAL INSURANCE D-15-104 $660,417.16 EMPLOYEE MEDICAL INSURANCE TOTAL $660,417.16 VISION BENEFITS OF AMERICA EMPLOYEE VISION INSURANCE D-15-106 $2,896.50 EMPLOYEE VISION INSURANCE TOTAL $2,896.50 SIVA CORROSION SERVICES INC ENGINEERING SERVICES D-16-116 $4,833.08 ENGINEERING SERVICES TOTAL $4,833.08 DELL MARKETING L.P. EQUIPMENT 25KTHRES $316.41 EQUIPMENT TOTAL $316.41 A & A GLOVE & SAFETY CO. EQUIPMENT & TOOLS 25KTHRES $2,591.68 AALL AMERICAN FASTENERS EQUIPMENT & TOOLS 25KTHRES $163.48 ALKO DISTRIBUTORS EQUIPMENT & TOOLS 25KTHRES $141.99 AMERICAN CRANE & EQUIPMENT EQUIPMENT & TOOLS D-17-043 $12,500.00 ASPEN REFRIGERENTS, INC. EQUIPMENT & TOOLS 25KTHRES $544.50 DIAMOND TOOL EQUIPMENT & TOOLS 25KTHRES $504.50 EAGLE POINT GUN EQUIPMENT & TOOLS 25KTHRES $329.85 FORTRESS PROTECTION LLC EQUIPMENT & TOOLS 25KTHRES $4,509.00 FRANKLIN - GRIFFITH, LLC EQUIPMENT & TOOLS 25KTHRES $7,626.50 G A BLANCO & SONS INC. EQUIPMENT & TOOLS 25KTHRES $1,875.00 MPH INDUSTRIES, INC. EQUIPMENT & TOOLS 25KTHRES $6,057.00

** Capital Expenditures Page 2 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

PEMBERTON ELECTRICAL SUPPLY COMPANY EQUIPMENT & TOOLS 25KTHRES $437.50 PENDERGAST SAFETY EQUIPMENT CO EQUIPMENT & TOOLS 25KTHRES $871.60 SIEMENS INDUSTRY, INC. EQUIPMENT & TOOLS 25KTHRES $1,020.00 SLATEBELT SAFETY EQUIPMENT & TOOLS 25KTHRES $366.00 TACTICAL PUBLIC SAFETY EQUIPMENT & TOOLS D-17-073 $7,814.40 THOMSON REUTERS- WEST EQUIPMENT & TOOLS 25KTHRES $453.00 UNITED ELECTRIC EQUIPMENT & TOOLS 25KTHRES $440.00 EQUIPMENT & TOOLS TOTAL $48,246.00 JACOBS ENGINEERING GROUP INC EVESHAM PEDESTRIAN BRIDGE REPLACEMENT D-15-019 $16,367.46 ** EVESHAM PEDESTRIAN BRIDGE REPLACEMENT TOTAL $16,367.46 NEW JERSEY TURNPIKE AUTHORITY E-Z PASS TRANSPONDERS - MARK IV D-04-031 $14,112.39 ** E-Z PASS TRANSPONDERS - MARK IV TOTAL $14,112.39 AMERICAN EXPRESS E-ZPASS CREDIT CARD FEES D-04-031 $18.87 PAYMENTECH E-ZPASS CREDIT CARD FEES D-04-031 $614.64 E-ZPASS CREDIT CARD FEES TOTAL $633.51 GLOBAL EQUIPMENT CO, INC FURNITURE 25KTHRES $1,505.70 MCMASTER-CARR SUPPLY CO FURNITURE 25KTHRES $2,496.72 FURNITURE TOTAL $4,002.42 RIGGINS INC. GASOLINE - UNLEADED D-17-051 $33,156.19 GASOLINE - UNLEADED TOTAL $33,156.19 OXFORD COMMUNICATIONS INC GRANT RECEIVABLES D-15-154 $189,001.64 TRIAD ADVISORY SERVICES INC GRANT RECEIVABLES D-16-050 $9,275.00 GRANT RECEIVABLES TOTAL $198,276.64 SYMETRA LIFE INSURANCE COMP. GROUP LIFE & ACCIDENT INSURANCE D-17-074 $97,080.72 GROUP LIFE & ACCIDENT INSURANCE TOTAL $97,080.72 TRI-STATE DISTRIBUTORS OF NJ, INC HARDWARE & RELATED 25KTHRES $53.64 HARDWARE & RELATED TOTAL $53.64 PHILADELPHIA GAS WORKS HEATING EXPENSE UTILITY $3,635.63 PSE&G CO. HEATING EXPENSE UTILITY $963.94 SOUTH JERSEY GAS COMPANY HEATING EXPENSE UTILITY $1,102.69 THE ERIC RYAN CORPORATION HEATING EXPENSE D-13-088 $9.08 HEATING EXPENSE TOTAL $5,711.34 CARRIER CORPORATION HVAC 25KTHRES $2,150.00 HVAC TOTAL $2,150.00 BURNS ENGINEERING, INC. INST ELEVATORS REMAINING STATIONS P-17-011 $130,788.67 ** INST ELEVATORS REMAINING STATIONS TOTAL $130,788.67 PORT AUTHORITY TRANSIT CORPORATION INTERCOMPANY TRANSFERS NONE $3,456,963.68 INTERCOMPANY TRANSFERS TOTAL $3,456,963.68 THE HAVERFORD TRUST COMPANY INVESTMENT MGMT. FEES D-00-079 $2,367.82 UBS GLOBAL ASSET MANAGEMENT INVESTMENT MGMT. FEES D-00-079 $13,416.69 INVESTMENT MGMT. FEES TOTAL $15,784.51 IUOE 542 BENEFIT FUNDS IUOE HEALTH INSURANCE D-15-130 $407,953.07 IUOE HEALTH INSURANCE TOTAL $407,953.07 CAMDEN BAG AND PAPER JANITORIAL SUPPLIES 25KTHRES $719.76 T. FRANK MCCALL'S, INC. JANITORIAL SUPPLIES 25KTHRES $829.32 Y-PERS, INC. JANITORIAL SUPPLIES 25KTHRES $2,400.00 JANITORIAL SUPPLIES TOTAL $3,949.08 ATTORNEY REGISTRATION JOB CERTIFICATIONS & LICENSES 25KTHRES $675.00 JOB CERTIFICATIONS & LICENSES TOTAL $675.00 DEJANA TRUCK & UTILITY EQUIPMENT KUBOTA RTV 25KTHRES $17,215.76 ** KUBOTA RTV TOTAL $17,215.76 BURNS ENGINEERING, INC. LINDENWOLD YARD TRACK REHAB CEOEMG $7,277.22 ** HNTB CORPORATION LINDENWOLD YARD TRACK REHAB D-16-111 $124,179.09 ** RAILROAD CONSTRUCTION COMPANY OF SJ LINDENWOLD YARD TRACK REHAB D-17-038 $1,207,554.84 ** LINDENWOLD YARD TRACK REHAB TOTAL $1,339,011.15 BARCLAYS BANK PLC NEW YORK BRANCH LOC FEES - 2010 REF REV BONDS D-15-016 $150,689.30 LOC FEES - 2010 REF REV BONDS TOTAL $150,689.30 TRANSCORE LP MAINT. FEE - TOLL COLLECTION EQUIP D-15-011 $71,777.00 MAINT. FEE - TOLL COLLECTION EQUIP TOTAL $71,777.00 HNTB CORPORATION MAINTENANCE PAINTING AND STEEL REPAIRS D-17-031 $236,390.42 **

** Capital Expenditures Page 3 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

MAINTENANCE PAINTING AND STEEL REPAIRS TOTAL $236,390.42 ANDREOTTI'S CATERING, LLC MEETING EXPENSES 25KTHRES $1,478.50 ROBERT P. HICKS JR MEETING EXPENSES 25KTHRES $83.40 MEETING EXPENSES TOTAL $1,561.90 AMERICAN BAR ASSOCIATION MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $391.00 GOVERNMENT FINANCE OFFICERS ASSOC MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $1,100.00 GOVERNMENT NEWS NETWORK - GOVNET MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $132.50 NATIONAL ASSOCIATION OF CHIEFS OF MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $60.00 NEW JERSEY POLICE TRAFFIC MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $50.00 NEW JERSEY SOCIETY OF PROFESSIONAL MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $280.00 STEVEN R. DEVILLASANTA MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $125.25 WOMEN'S TRANSPORTATION SEMINAR MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $95.00 MEMBERSHIPS & SUBSCRIPTIONS TOTAL $2,233.75 FRANKLIN - GRIFFITH, LLC NAVIGATION LIGHT PLATFORMS 25KTHRES $475.00 ** NAVIGATION LIGHT PLATFORMS TOTAL $475.00 TD BANK, N.A. NET PAYROLL NONE $159,356.00 WELLS FARGO BANK, NA NET PAYROLL NONE $2,670,074.50 NET PAYROLL TOTAL $2,829,430.50 EPLUS TECHNOLOGY, INC NEW HP SERVERS 25KTHRES $13,631.20 ** NEW HP SERVERS TOTAL $13,631.20 JACOBS ENGINEERING GROUP INC NEW RADIO UPGRADES D-14-048 $38,778.62 ** NEW RADIO UPGRADES TOTAL $38,778.62 CHERRY, WEBER & ASSOCIATES P.C. NJ APPROACH ROADWAY RESURFACING D-17-028 $6,234.18 ** NJ APPROACH ROADWAY RESURFACING TOTAL $6,234.18 CONDUENT BUSINESS SERVICES LLC NJ CSC TRANSACTIONS D-04-031 $104,602.83 NJ CSC TRANSACTIONS TOTAL $104,602.83 TURNER SURETY & INSURANCE BROKERAGE OCIP INSURANCE D-16-109 $15,750.00 OCIP INSURANCE TOTAL $15,750.00 TOSHIBA AMERICA BUSINESS SOLUTIONS OFFICE SUPPLIES 25KTHRES $1,438.57 W.B. MASON CO. INC OFFICE SUPPLIES 25KTHRES $3,064.26 OFFICE SUPPLIES TOTAL $4,502.83 TRAFFIC PLANNING AND DESIGN INC PA APPROACH OVERPASS REHAB D-17-093 $14,061.19 ** PA APPROACH OVERPASS REHAB TOTAL $14,061.19 PA STATE EMPLOYEES RETIREMENT PA SERS NONE $221,737.47 PA SERS TOTAL $221,737.47 REMINGTON & VERNICK ENGINEERS, INC. PA SWITCHGEAR REPLACEMENT D-15-019 $2,181.68 ** PA SWITCHGEAR REPLACEMENT TOTAL $2,181.68 POTTERS INDUSTRIES LLC PAINT 25KTHRES $4,600.00 PAINT TOTAL $4,600.00 ENNIS PAINT, INC. PAINT-COATINGS, ETC 25KTHRES $8,690.00 PAINT-COATINGS, ETC TOTAL $8,690.00 PAPER MART INC PAPER OFFCE/PRT SHOP D-17-091 $1,280.80 PAPER OFFCE/PRT SHOP TOTAL $1,280.80 CANON SOLUTIONS AMERICA, INC. PATCO COPIER EXPENSE D-16-083 $724.14 PATCO COPIER EXPENSE TOTAL $724.14 SAP PUBLIC SERVICES INC PATCO ERP EXPENSES D-16-085 $12,792.50 PATCO ERP EXPENSES TOTAL $12,792.50 PLANET TECHNOLOGIES, INC. PATCO PROFESSIONAL SERVICES 25KTHRES $1,722.96 TURNER SURETY & INSURANCE BROKERAGE PATCO PROFESSIONAL SERVICES D-15-089 $1,605.00 TURNER SURETY & INSURANCE BROKERAGE PATCO PROFESSIONAL SERVICES D-15-062 $8,812.50 PATCO PROFESSIONAL SERVICES TOTAL $12,140.46 GREENMAN-PEDERSEN, INC. PATCO STATION ENHANCEMENTS D-15-019 $29,197.58 ** STV INCORPORATED PATCO STATION ENHANCEMENTS D-15-019 $8,396.17 ** TRANSYSTEMS CORPORATION PATCO STATION ENHANCEMENTS P-17-013 $79,030.76 ** PATCO STATION ENHANCEMENTS TOTAL $116,624.51 SPRINT PATCO TELEPHONE UTILITY $752.32 VERIZON PATCO TELEPHONE UTILITY $960.01 VERIZON BUSINESS PATCO TELEPHONE UTILITY $36.81 PATCO TELEPHONE TOTAL $1,749.14 CITY OF PHILADELPHIA PAYROLL TAXES NONE $30,522.32

** Capital Expenditures Page 4 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

INTERNAL REVENUE SERVICE PAYROLL TAXES NONE $907,908.98 PA DEPT OF REVENUE PAYROLL TAXES NONE $31,346.39 TREASURER - STATE OF NEW JERSEY PAYROLL TAXES NONE $78,940.51 PAYROLL TAXES TOTAL $1,048,718.20 PNC BANK P-CARD P-CARD PURCHASES 25KTHRES $132,959.28 P-CARD PURCHASES TOTAL $132,959.28 URBAN ENGINEERS, INC. PEDESTRIAN BRIDGES AND TUNNELS D-15-019 $11,783.96 ** PEDESTRIAN BRIDGES AND TUNNELS TOTAL $11,783.96 TRANSYSTEMS CORPORATION PEDESTRIAN WALKWAY PRESERVATION D-15-019 $7,142.91 ** PEDESTRIAN WALKWAY PRESERVATION TOTAL $7,142.91 U.S. POSTAL SERVICES POSTAGE EXPENSES 25KTHRES $54.00 UNITED PARCEL SERVICE (UPS) POSTAGE EXPENSES 25KTHRES $173.71 POSTAGE EXPENSES TOTAL $227.71 PAPER MART INC PRINTING PLANT EQUIPMENT D-17-091 $517.45 PRINTING PLANT EQUIPMENT TOTAL $517.45 EMPLOYMENT BACKGROUND INVESTIGATION PROFESSIONAL FEES 25KTHRES $1,332.80 TURNER SURETY & INSURANCE BROKERAGE PROFESSIONAL FEES D-15-089 $25,145.00 TURNER SURETY & INSURANCE BROKERAGE PROFESSIONAL FEES D-15-062 $26,437.50 PROFESSIONAL FEES TOTAL $52,915.30 BENEFIT HARBOR LP PROFESSIONAL FEES - CONSULTING D-17-077 $8,114.56 PROFESSIONAL FEES - CONSULTING TOTAL $8,114.56 AHMAD ZAFFARESE LLC PROFESSIONAL FEES - LEGAL COSTS D-17-086 $13,140.00 ARCHER & GREINER PROFESSIONAL FEES - LEGAL COSTS D-17-086 $7,703.00 BROWN & CONNERY LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $5,150.72 DILWORTH PAXSON LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $25,503.14 LAULETTA BIRNBAUM LLC PROFESSIONAL FEES - LEGAL COSTS D-17-086 $3,374.77 MATTLEMAN WEINROTH MILLER PC PROFESSIONAL FEES - LEGAL COSTS D-17-086 $742.50 MONTGOMERY MCCRACKEN WALKER & RHOAD PROFESSIONAL FEES - LEGAL COSTS D-17-086 $3,892.50 PARKER MCCAY PA PROFESSIONAL FEES - LEGAL COSTS D-17-086 $1,818.03 STEVENS & LEE PROFESSIONAL FEES - LEGAL COSTS D-17-086 $1,777.90 STRADLEY RONON STEVENS & YOUNG, LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $2,160.00 ZELLER & WIELICZKO, LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $2,091.84 PROFESSIONAL FEES - LEGAL COSTS TOTAL $67,354.40 HOLMES & COMPANY LLC PROFESSIONAL FEES - LEGAL EXPENSES D-17-086 $11,040.00 PROFESSIONAL FEES - LEGAL EXPENSES TOTAL $11,040.00 INTERSTATE MOBILE CARE PROFESSIONAL FEES - MEDICAL D-14-103 $56,307.00 JENNIFER KELLY PROFESSIONAL FEES - MEDICAL 25KTHRES $1,600.00 US REGIONAL OCCUPATIONAL HEALTH II PROFESSIONAL FEES - MEDICAL D-14-103 $585.85 PROFESSIONAL FEES - MEDICAL TOTAL $58,492.85 GOVERNMENT FINANCE OFFICERS ASSOC PROFESSIONAL SERVICES 25KTHRES $725.00 LEGAL SUITE USA, INC PROFESSIONAL SERVICES 25KTHRES $1,014.00 REMINGTON & VERNICK ENGINEERS, INC. PROFESSIONAL SERVICES D-14-048 $5,100.82 SILKROAD TECHNOLOGY, INC PROFESSIONAL SERVICES 25KTHRES $450.00 PROFESSIONAL SERVICES TOTAL $7,289.82 JACOBS ENGINEERING GROUP INC PROGRAM MANAGEMENT SERVICES D-14-048 $10,993.40 PROGRAM MANAGEMENT SERVICES TOTAL $10,993.40 REISSUED CHECKS CHECKS CANCELLED & REISSUED NONE $21,034.85 CHECKS CANCELLED & REISSUED TOTAL $21,034.85 TD HOLDINGS II INC REMARKETING FEES D-12-021 $19,200.33 REMARKETING FEES TOTAL $19,200.33 BRINKERHOFF ENVIRONMENTAL SERVICES, REMEDIAL MANAGEMENT D-14-030 $22,762.04 ** REMEDIAL MANAGEMENT TOTAL $22,762.04 JACOBS ENGINEERING GROUP INC RENEWABLE ENERGY INTEGRATION D-15-019 $60,204.78 ** SYSTRA CONSULTING, INC. RENEWABLE ENERGY INTEGRATION D-17-093 $17,843.24 ** RENEWABLE ENERGY INTEGRATION TOTAL $78,048.02 BURNS ENGINEERING, INC. REOPENING FRANKLIN SQUARE D-17-069 $159,404.53 ** REOPENING FRANKLIN SQUARE TOTAL $159,404.53 AMERICAN ASPHALT COMPANY INC REPAIR PARTS - BRIDGES 25KTHRES $8,800.00 REPAIR PARTS - BRIDGES TOTAL $8,800.00 GLOBAL EQUIPMENT CO, INC REPAIR PARTS - OTHER EQUIPMENT 25KTHRES $310.26

** Capital Expenditures Page 5 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

REPAIR PARTS - OTHER EQUIPMENT TOTAL $310.26 BERBEN INSIGNIA CO REPAIRS AND MAINTENANCE 25KTHRES $123.00 DRAEGER SAFETY DIAGNOSTICS, INC REPAIRS AND MAINTENANCE 25KTHRES $1,172.60 R&R RADAR, INC. REPAIRS AND MAINTENANCE 25KTHRES $4,911.98 REPAIRS AND MAINTENANCE TOTAL $6,207.58 SAP PUBLIC SERVICES INC REPAIRS AND MAINTENANCE - OTHER D-16-085 $23,757.50 REPAIRS AND MAINTENANCE - OTHER TOTAL $23,757.50 KS ENGINEERS, P.C. REPLACE BRB & CBB FIBER D-17-100 $32,701.94 ** REPLACE BRB & CBB FIBER TOTAL $32,701.94 GANNETT FLEMING COMPANIES REPLACE TRANSFORMERS-PHASE2 D-15-019 $3,745.02 ** REPLACE TRANSFORMERS-PHASE2 TOTAL $3,745.02 SYMETRA LIFE INSURANCE COMP. RETIREE LIFE INSURANCE D-17-074 $3,361.65 RETIREE LIFE INSURANCE TOTAL $3,361.65 AMERIHEALTH INSURANCE COMPANY RETIREE MEDICAL INSURANCE D-17-058 $222,138.37 UNITED HEALTHCARE RETIREE MEDICAL INSURANCE D-17-075 $123,405.03 RETIREE MEDICAL INSURANCE TOTAL $345,543.40 HORIZON BLUE CROSS BLUE SHIELD RETIREE MEDICAL PRESCRIPTION INSURANCE D-17-076 $52,050.10 RETIREE MEDICAL PRESCRIPTION INSURANCE TOTAL $52,050.10 SYMETRA LIFE INSURANCE COMP. S/T DISABILITY D-17-074 $461.21 S/T DISABILITY TOTAL $461.21 KLEINBARD LLC SAP ENTERPRISE RESOURCE PLANNING SYSTEM D-17-086 $9,500.00 ** RANDSTAD NORTH AMERICAN INC SAP ENTERPRISE RESOURCE PLANNING SYSTEM D-17-073 $6,000.00 ** SAP ENTERPRISE RESOURCE PLANNING SYSTEM TOTAL $15,500.00 TURNER SURETY & INSURANCE BROKERAGE SIGN GANTRY REHABILITATION D-16-109 $1,750.00 ** SIGN GANTRY REHABILITATION TOTAL $1,750.00 WEEDS, INC. SOIL P-16-002 $13,250.00 SOIL TOTAL $13,250.00 AMMANN & WHITNEY CONSULTING SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-16-130 $31,704.17 ** JOHNSON, MIRMIRAN & THOMPSON, INC. SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-17-056 $66,523.32 ** SOUTH STATE, INC. SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-17-055 $94,383.00 ** SOUTH WALKWAY BIKE/PEDESTRIAN RAMP TOTAL $192,610.49 ADAM E. CARMASINE SPECIAL EVENTS 25KTHRES $431.59 DAWN B. WHITON SPECIAL EVENTS 25KTHRES $158.26 ILENE M. OREM-O'HARA SPECIAL EVENTS 25KTHRES $37.68 SPECIAL EVENTS TOTAL $627.53 HNTB CORPORATION STRUCTURAL REHABILITATION-PHASE II D-14-048 $26,891.80 ** MODJESKI AND MASTERS, INC. STRUCTURAL REHABILITATION-PHASE II D-16-001 $31,819.18 ** STRUCTURAL REHABILITATION-PHASE II TOTAL $58,710.98 BUCHART HORN, INC. SUBWAY STRUCTURE RENOVATION D-15-019 $14,478.84 ** SUBWAY STRUCTURE RENOVATION TOTAL $14,478.84 JET GAS INC SUPPLIES 25KTHRES $26.25 MCMASTER-CARR SUPPLY CO SUPPLIES 25KTHRES $193.06 ONE CALL CONCEPTS, INC. SUPPLIES 25KTHRES $53.75 PENNSYLVANIA ONE CALL SYSTEM, INC. SUPPLIES 25KTHRES $33.05 SOUTH JERSEY WELDING SUPPLY CO SUPPLIES 25KTHRES $541.50 SUPPLIES TOTAL $847.61 AECOM TECHNICAL SERVICES, INC. SUSPENSION CABLE INSPECT/DESIGN D-17-067 $3,873.34 ** SUSPENSION CABLE INSPECT/DESIGN TOTAL $3,873.34 TD BANK, N.A. SWAP INTEREST PAYMENTS D-14-116 $733,460.66 WELLS FARGO BANK, NA SWAP INTEREST PAYMENTS D-14-116 $923,737.37 SWAP INTEREST PAYMENTS TOTAL $1,657,198.03 LEXISNEXIS TECHNOLOGY EXPENSE D-15-122 $1,159.00 TECHNOLOGY EXPENSE TOTAL $1,159.00 NETWORKFLEET, INC. TELEPHONE & TELECOM EXPENSE D-18-026 $4,851.20 SPRINT TELEPHONE & TELECOM EXPENSE UTILITY $3,009.28 THE CONFERENCE GROUP, LLC TELEPHONE & TELECOM EXPENSE UTILITY $406.30 THE ERIC RYAN CORPORATION TELEPHONE & TELECOM EXPENSE D-13-088 $69.81 VERIZON TELEPHONE & TELECOM EXPENSE UTILITY $12,413.75 VERIZON BUSINESS TELEPHONE & TELECOM EXPENSE UTILITY $3,425.81 VERIZON WIRELESS TELEPHONE & TELECOM EXPENSE UTILITY $23,980.45

** Capital Expenditures Page 6 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

TELEPHONE & TELECOM EXPENSE TOTAL $48,156.60 ACCOUNTANTS FOR YOU, INC TEMPORARY SERVICES D-17-062 $12,754.12 AJILON PROFESSIONAL STAFFING TEMPORARY SERVICES D-17-062 $525.86 PERRY RESOURCES TEMPORARY SERVICES D-17-062 $8,663.40 TEMPORARY SERVICES TOTAL $21,943.38 TREASURER-STATE OF NEW JERSEY TESTING AND INSPECTION FEES 25KTHRES $7,280.00 TESTING AND INSPECTION FEES TOTAL $7,280.00 CUSTOM BANDAG INC. TIRES 25KTHRES $3,192.48 TIRES TOTAL $3,192.48 REMINGTON & VERNICK ENGINEERS, INC. TOLL BOOTH HVAC SYSTEM REPLACEMENT D-15-019 $3,901.26 ** TOLL BOOTH HVAC SYSTEM REPLACEMENT TOTAL $3,901.26 D.A. NOLT, INC. TOLL CANOPY ROOF REPLACEMENT D-17-045 $72,306.55 ** REMINGTON & VERNICK ENGINEERS, INC. TOLL CANOPY ROOF REPLACEMENT D-15-019 $16,551.74 ** TOLL CANOPY ROOF REPLACEMENT TOTAL $88,858.29 DUNBAR ARMORED INC TOLL DEPOSIT FEES D-14-093 $16,931.46 TOLL DEPOSIT FEES TOTAL $16,931.46 BAIOCCO,MUHAMMAD,BROWN TOLL REFUNDS 25KTHRES $25.00 TOLL REFUNDS TOTAL $25.00 HNTB CORPORATION TOWER LINK REHABILITATION D-15-019 $4,541.64 ** TOWER LINK REHABILITATION TOTAL $4,541.64 ROAD SAFETY SYSTEMS LLC TRAFFIC CTRL DEVICES 25KTHRES $2,195.00 TRANSPO INDUSTRIES INC TRAFFIC CTRL DEVICES D-17-094 $11,166.50 TRAFFIC CTRL DEVICES TOTAL $13,361.50 MCCANN ASSOCIATES TRAINING COSTS 25KTHRES $5,037.99 TRAINING COSTS TOTAL $5,037.99 AMERICAN RED CROSS TRAINING REGISTRATION FEES 25KTHRES $135.00 CHARLES J. CUNNINGHAM TRAINING REGISTRATION FEES 25KTHRES $139.00 ELISABETH L. KLAWUNN TRAINING REGISTRATION FEES 25KTHRES $15.00 MARIA J. WING TRAINING REGISTRATION FEES 25KTHRES $209.00 RUTGERS, THE STATE UNIVERSITY TRAINING REGISTRATION FEES 25KTHRES $675.00 STEVEN R. DEVILLASANTA TRAINING REGISTRATION FEES 25KTHRES $15.00 TRAINING REGISTRATION FEES TOTAL $1,188.00 AMERICAN AIRLINES INC TRAINING TRAVEL COSTS 25KTHRES $194.00 KHALIL A. CHRISTIAN TRAINING TRAVEL COSTS 25KTHRES $1,468.22 MARIA J. WING TRAINING TRAVEL COSTS 25KTHRES $31.00 MARIANNE STASZEWSKI TRAINING TRAVEL COSTS 25KTHRES $79.83 MICHAEL R. REHER TRAINING TRAVEL COSTS 25KTHRES $604.20 TAMIKA E. ESPINO TRAINING TRAVEL COSTS 25KTHRES $295.94 TRAINING TRAVEL COSTS TOTAL $2,673.19 REPUBLIC SERVICES TRASH REMOVAL D-16-081 $11,590.90 TRASH REMOVAL TOTAL $11,590.90 AISHA I. TOLEDO TRAVEL EXPENSES 25KTHRES $18.53 ALEXANDER W. TILSON TRAVEL EXPENSES 25KTHRES $10.90 ANN DUVALL TRAVEL EXPENSES 25KTHRES $53.41 ANTHONY R. MIXON TRAVEL EXPENSES 25KTHRES $4.91 BARBARA HOLCOMB TRAVEL EXPENSES 25KTHRES $113.42 BRENDA L. GREENE TRAVEL EXPENSES 25KTHRES $234.18 CHARLES M. THORP TRAVEL EXPENSES 25KTHRES $33.79 CURTIS H. JACKSON TRAVEL EXPENSES 25KTHRES $23.98 CYNETRA C. LAWS TRAVEL EXPENSES 25KTHRES $21.80 DARLEEN CAMPBELL TRAVEL EXPENSES 25KTHRES $16.90 DARYL A. JENIFER TRAVEL EXPENSES 25KTHRES $21.81 JACQUELINE MULLEN TRAVEL EXPENSES 25KTHRES $21.70 JANET D. ROMANI TRAVEL EXPENSES 25KTHRES $4.91 JEFFREY L. GRIM TRAVEL EXPENSES 25KTHRES $4.91 JOHN A. CUJDIK TRAVEL EXPENSES 25KTHRES $21.80 JOHN T. HANSON TRAVEL EXPENSES 25KTHRES $68.34 JOSEPH A. WENCLEWICZ TRAVEL EXPENSES 25KTHRES $6.00 JOSEPH T. DESIMONE TRAVEL EXPENSES 25KTHRES $21.80 KAREN L. MONACO TRAVEL EXPENSES 25KTHRES $49.05

** Capital Expenditures Page 7 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

KELLY G. ZACHWIEJA TRAVEL EXPENSES 25KTHRES $11.99 KIMBERLY A. MARCHELLINO TRAVEL EXPENSES 25KTHRES $21.80 MARIA J. WING TRAVEL EXPENSES 25KTHRES $103.15 MARINO A. MORRONE TRAVEL EXPENSES 25KTHRES $10.90 MECCA M. MUSE TRAVEL EXPENSES 25KTHRES $22.89 MICHAEL S. PELLEGRINO TRAVEL EXPENSES 25KTHRES $76.30 NATASHA A. IOCONO TRAVEL EXPENSES 25KTHRES $55.14 NICOLE D. AULETTO TRAVEL EXPENSES 25KTHRES $21.80 NYDIA ROSARIO TRAVEL EXPENSES 25KTHRES $60.16 PARIS C. COLEY TRAVEL EXPENSES 25KTHRES $4.91 PATRICIA A. FULLMER TRAVEL EXPENSES 25KTHRES $11.99 RAYMOND J. SANTARELLI TRAVEL EXPENSES 25KTHRES $21.00 RICHARD BETTS TRAVEL EXPENSES 25KTHRES $35.43 ROBERT P. HICKS JR TRAVEL EXPENSES 25KTHRES $126.95 SABRINA M. SPEI TRAVEL EXPENSES 25KTHRES $3.27 SEDRICK J. ROBINSON JR TRAVEL EXPENSES 25KTHRES $21.80 STEPHEN M. HOLDEN TRAVEL EXPENSES 25KTHRES $26.25 SYLVIA J. GRAY-NEWMAN TRAVEL EXPENSES 25KTHRES $66.93 THOMAS B. MCNELIA TRAVEL EXPENSES 25KTHRES $128.52 THOMAS M. KNETZ TRAVEL EXPENSES 25KTHRES $46.87 TIFFANY N. WRIGHT TRAVEL EXPENSES 25KTHRES $10.90 TIFFANY YOUNG TRAVEL EXPENSES 25KTHRES $23.98 TINA M. THOMSON TRAVEL EXPENSES 25KTHRES $22.89 TONYELLE K. COOK-ARTIS TRAVEL EXPENSES 25KTHRES $68.34 WILLIAM D. EDWARDS TRAVEL EXPENSES 25KTHRES $9.82 TRAVEL EXPENSES TOTAL $1,766.12 ACME UNIFORM FOR INDUSTRY UNIFORM EXPENSE 25KTHRES $260.20 PNC BANK P-CARD UNIFORM EXPENSE 25KTHRES $9,828.61 UNIFORM EXPENSE TOTAL $10,088.81 EMPLOYEE PASS THROUGH PAYMENTS UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. NONE $194,555.84 UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. TOTAL $194,555.84 BURNS ENGINEERING, INC. UPGRADE DC POWER LINDENWOLD SHOP D-15-019 $10,229.70 ** UPGRADE DC POWER LINDENWOLD SHOP TOTAL $10,229.70 NAPA AUTO PARTS VEHICLE PARTS FOR REPAIRS D-18-013 $7,352.10 WILLIAMS AUTO PARTS VEHICLE PARTS FOR REPAIRS D-18-013 $1,201.11 VEHICLE PARTS FOR REPAIRS TOTAL $8,553.21 WINNER FORD VEHICLE REPAIRS - EXTERNAL SERVICES 25KTHRES $894.15 VEHICLE REPAIRS - EXTERNAL SERVICES TOTAL $894.15 AUTO SUPERWASH INC VEHICLE SUPPLIES 25KTHRES $335.00 VEHICLE SUPPLIES TOTAL $335.00 JACOBS ENGINEERING GROUP INC VIADUCT PROJECTS D-15-050 $41,404.54 ** RAILROAD CONSTRUCTION CO. INC VIADUCT PROJECTS D-15-049 $21,833.62 ** VIADUCT PROJECTS TOTAL $63,238.16 PENNONI ASSOCIATES INC. VICTOR LOFTS D-13-082 $4,874.04 VICTOR LOFTS TOTAL $4,874.04 CAMDEN COUNTY MUA WATER & SEWER EXPENSE UTILITY $1,936.00 CITY OF CAMDEN WATER & SEWER EXPENSE UTILITY $4,813.65 CITY OF PHILA WATER & SEWER EXPENSE UTILITY $6,882.34 NEW JERSEY AMERICAN WATER WATER & SEWER EXPENSE UTILITY $869.10 W.B. MASON CO. INC WATER & SEWER EXPENSE D-17-037 $309.12 WATER & SEWER EXPENSE TOTAL $14,810.21 DALE OXYGEN, INC WELDER BFB 25KTHRES $5,590.00 ** WELDER BFB TOTAL $5,590.00 QUAL-LYNX WORKMAN'S COMPENSATION D-17-017 $114,916.79 WORKMAN'S COMPENSATION TOTAL $114,916.79 PSX INC WWB ELECTRIC GATE OPENERS D-18-042 $31,984.48 ** WWB ELECTRIC GATE OPENERS TOTAL $31,984.48 LIBERTY DOOR SYSTEMS LLC WWB FOREMAN'S OFFICE RECONFIGURATION 25KTHRES $6,264.85 ** WWB FOREMAN'S OFFICE RECONFIGURATION TOTAL $6,264.85

** Capital Expenditures Page 8 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 6/01/18 THRU 6/30/18 MEETING DATE 7/18/2018

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

$31,056,564.46

** Capital Expenditures Page 9 of 9

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS & CONTRACTS

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - JUNE 2018

Purchasing Document Item Document Vendor/supplying plant Material Group Net Order Value Date Desc. 4500008072 194.96 4500008072 1 6/4/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANY ELEC EQP/SUPP-NO CBL 2.29 4500008072 2 6/4/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANY NON ELECTRON-CBL/WRE 192.67 4500008297 168.50 4500008297 1 6/1/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 168.50 4500008298 10,471.84 4500008298 1 6/1/2018 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC 10,471.84 4500008299 1,825.60 4500008299 1 6/1/2018 101461 ALL AMERICAN POLY JANITORIAL SUPPLIES 1,825.60 4500008300 681.60 4500008300 1 6/1/2018 100231 INDCO INC JANITORIAL SUPPLIES 444.60 4500008300 2 6/1/2018 100231 INDCO INC JANITORIAL SUPPLIES 237.00 4500008301 1,938.65 4500008301 1 6/1/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 1,461.95 4500008301 2 6/1/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 476.70 4500008302 12,383.00 4500008302 1 6/1/2018 102233 GMI LLC TRAN CAR EQUIP-MECH 7,195.50 4500008302 2 6/1/2018 102233 GMI LLC TRAN CAR EQUIP-MECH 5,187.50 4500008308 1,371.00 4500008308 1 6/4/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 508.50 4500008308 2 6/4/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 199.50 4500008308 3 6/4/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 209.50 4500008308 4 6/4/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 219.50 4500008308 5 6/4/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 90.00 4500008308 6 6/4/2018 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM 144.00 4500008309 89.85 4500008309 1 6/4/2018 100697 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM 89.85 4500008310 3,984.00 4500008310 1 6/4/2018 100373 PROVANTAGE LLC COMP ACCESS./SUPP. 3,984.00 4500008311 825.65 4500008311 1 6/4/2018 100818 COOPER ELECTRIC SUPPLY CO. ELECTRON COMPON/PRTS 13.44 4500008311 2 6/4/2018 100818 COOPER ELECTRIC SUPPLY CO. ELEC EQP/SUPP-NO CBL 58.19 4500008311 3 6/4/2018 100818 COOPER ELECTRIC SUPPLY CO. ELEC EQP/SUPP-NO CBL 754.02 4500008312 73.31 4500008312 1 6/4/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANY ELEC EQP/SUPP-NO CBL 73.31 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - JUNE 2018

4500008313 70.02 4500008313 1 6/4/2018 100979 M S C INDUSTRIAL SUPPLY CO. INC. HAND TOOLS 70.02 4500008314 158.40 4500008314 1 6/4/2018 100111 CONROY, INC. PAINT-COATINGS, ETC 158.40 4500008315 58.50 4500008315 1 6/4/2018 100181 G & B SPECIALTIES, INC. TRK&RHT OF WAY MAINT 58.50 4500008316 290.24 4500008316 1 6/4/2018 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 188.16 4500008316 2 6/4/2018 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 102.08 4500008317 166.95 4500008317 1 6/4/2018 100428 SOUTH JERSEY WELDING SUPPLY CO FUEL/OIL/GREASE 166.95 4500008318 556.47 4500008318 1 6/4/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 87.12 4500008318 2 6/4/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 469.35 4500008319 75.00 4500008319 1 6/4/2018 101353 UNITED REFRIGERATION, INC. STEAM&HOT WTR ACCESS 75.00 4500008320 1,799.97 4500008320 1 6/4/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 247.65 4500008320 2 6/4/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 95.40 4500008320 3 6/4/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 1,198.40 4500008320 4 6/4/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 224.70 4500008320 5 6/4/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 33.82 4500008321 266.00 4500008321 1 6/4/2018 101234 WALKER AND ASSOCIATES, INC. ELEC&SIG PARTS/MAINT 266.00 4500008324 129.00 4500008324 1 6/5/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 78.00 4500008324 2 6/5/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 51.00 4500008326 5,548.00 4500008326 1 6/5/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 5,548.00 4500008327 2,110.00 4500008327 1 6/5/2018 100725 AMERICAN UNIFORMS SALES, INC. CLOTHING UNIFORM 1,252.50 4500008327 2 6/5/2018 100725 AMERICAN UNIFORMS SALES, INC. CLOTHING UNIFORM 452.50 4500008327 3 6/5/2018 100725 AMERICAN UNIFORMS SALES, INC. CLOTHING UNIFORM 405.00 4500008328 199.80 4500008328 1 6/5/2018 100644 FRANKLIN - GRIFFITH, LLC ELECTRON COMPON/PRTS 199.80 4500008329 274.30 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - JUNE 2018

4500008329 1 6/5/2018 100684 SOSMETAL PRODUCTS OFFICE SUPPLIES 274.30 4500008331 219.60 4500008331 1 6/5/2018 100137 DIGI-KEY CORPORATION ELECTRON COMPON/PRTS 219.60 4500008332 191.61 4500008332 1 6/5/2018 100449 TEAM ONE REPAIR, INC. FARE COLLECTION EQP 191.61 4500008333 75.95 4500008333 1 6/5/2018 100673 MODERN HANDLING EQUIPMENT CO. OFFICE SUPPLIES 75.95 4500008335 197.00 4500008335 1 6/5/2018 100191 GKY INDUSTRIES FASTENERS 125.00 4500008335 2 6/5/2018 100191 GKY INDUSTRIES FASTENERS 72.00 4500008338 3,275.00 4500008338 1 6/5/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00 4500008338 2 6/5/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 0.00 4500008338 3 6/5/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00 4500008338 4 6/5/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00 4500008338 5 6/5/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00 4500008338 6 6/5/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00 4500008340 1,264.50 4500008340 1 6/6/2018 100987 PHILLYRUBBER.COM PLUMBING EQP & SUPP 1,264.50 4500008341 459.48 4500008341 1 6/6/2018 101189 TRI-DIM FILTER CORPORATION HVAC 351.00 4500008341 2 6/6/2018 101189 TRI-DIM FILTER CORPORATION HVAC 108.48 4500008342 1,160.35 4500008342 1 6/6/2018 100913 HELWIG CARBON PRODUCTS, INC. TRANS CAR EQUIP-ELEC 1,160.35 4500008343 44.58 4500008343 1 6/6/2018 100979 M S C INDUSTRIAL SUPPLY CO. INC. CHEM/SOLV-COMMERCIAL 44.58 4500008344 1,740.00 4500008344 1 6/7/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO. FASTENERS 1,740.00 4500008345 74.66 4500008345 1 6/7/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 74.66 4500008346 12,364.00 4500008346 1 6/7/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 12,364.00 4500008347 879.10 4500008347 1 6/8/2018 100919 HOMELAND INDUSTRIAL SUPPLY BLDGS/GRNDS- MAINT. 488.70 4500008347 2 6/8/2018 100919 HOMELAND INDUSTRIAL SUPPLY BLDGS/GRNDS- MAINT. 187.70 4500008347 3 6/8/2018 100919 HOMELAND INDUSTRIAL SUPPLY AUTO SHOP EQUIP. 202.70 4500008348 1,177.80 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - JUNE 2018

4500008348 1 6/8/2018 102238 ALLBRAND SUPPLY CLEANING MATERIALS 1,177.80 4500008350 2,800.00 4500008350 1 6/8/2018 100905 HADADY CORPORATION TRAN CAR EQUIP-MECH 2,800.00 4500008355 4,768.00 4500008355 1 6/11/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 4,768.00 4500008356 16,711.00 4500008356 1 6/11/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 16,711.00 4500008357 4,194.00 4500008357 1 6/11/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 4,194.00 4500008358 4,312.00 4500008358 1 6/11/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 4,312.00 4500008359 3,923.00 4500008359 1 6/11/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 3,923.00 4500008360 4,709.00 4500008360 1 6/11/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 4,709.00 4500008361 0.00 4500008361 1 6/11/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 0.00 4500008362 5,260.00 4500008362 1 6/11/2018 101323 SHERWOOD ELECTROMOTION INC. TRANS CAR EQUIP-ELEC 5,260.00 4500008363 14,002.00 4500008363 1 6/11/2018 101323 SHERWOOD ELECTROMOTION INC. TRANS CAR EQUIP-ELEC 14,002.00 4500008369 120.96 4500008369 1 6/11/2018 101476 UNITED ELECTRIC ELEC EQP/SUPP-NO CBL 120.96 4500008370 1,606.50 4500008370 1 6/11/2018 101472 CENTRAL POLY CORP. JANITORIAL SUPPLIES 1,606.50 4500008371 22,649.34 4500008371 1 6/11/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 22,649.34 4500008373 14,379.10 4500008373 1 6/11/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 507.00 4500008373 2 6/11/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 3,400.00 4500008373 3 6/11/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 4,963.20 4500008373 4 6/11/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 566.40 4500008373 5 6/11/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 212.50 4500008373 6 6/11/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 960.00 4500008373 7 6/11/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 3,725.00 4500008373 8 6/11/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 45.00 4500008375 4,585.00 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - JUNE 2018

4500008375 1 6/12/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00 4500008375 2 6/12/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00 4500008375 3 6/12/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00 4500008375 4 6/12/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00 4500008375 5 6/12/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00 4500008375 6 6/12/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00 4500008375 7 6/12/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00 4500008379 60.80 4500008379 1 6/12/2018 100644 FRANKLIN - GRIFFITH, LLC TRAN CAR EQUIP-MECH 60.80 4500008380 319.10 4500008380 1 6/12/2018 100859 ELECTRONIC CONNECTIONS INTERNATIONA ELECTRON COMPON/PRTS 172.00 4500008380 2 6/12/2018 100859 ELECTRONIC CONNECTIONS INTERNATIONA ELEC EQP/SUPP-NO CBL 147.10 4500008382 1,328.80 4500008382 1 6/12/2018 101424 FUCHS LUBRICANTS CO FUEL/OIL/GREASE 1,328.80 4500008383 4,709.00 4500008383 1 6/12/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 4,709.00 4500008384 4,709.00 4500008384 1 6/12/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 4,709.00 4500008385 5,956.04 4500008385 1 6/12/2018 100458 THE HORNE PRODUCTS, INC. TRAN CAR EQUIP-MECH 1,496.00 4500008385 2 6/12/2018 100458 THE HORNE PRODUCTS, INC. TRAN CAR EQUIP-MECH 4,460.04 4500008386 502.12 4500008386 1 6/12/2018 100231 INDCO INC JANITORIAL SUPPLIES 81.12 4500008386 2 6/12/2018 100231 INDCO INC JANITORIAL SUPPLIES 182.50 4500008386 3 6/12/2018 100231 INDCO INC CLEANING MATERIALS 216.00 4500008386 4 6/12/2018 100231 INDCO INC JANITORIAL SUPPLIES 22.50 4500008387 478.44 4500008387 1 6/12/2018 100422 SHERWIN-WILLIAMS PAINT-COATINGS, ETC 266.40 4500008387 2 6/12/2018 100422 SHERWIN-WILLIAMS PAINT-COATINGS, ETC 212.04 4500008389 281.79 4500008389 1 6/12/2018 100674 OMNI FINISHING CLEANING MATERIALS 281.79 4500008390 477.90 4500008390 1 6/12/2018 101230 VOSS ENGINEERING, INC. TRAN CAR EQUIP-MECH 477.90 4500008391 1,744.13 4500008391 1 6/12/2018 100808 COLONIAL ELECTRIC SUPPLY CO.,INC. ELEC EQP/SUPP-NO CBL 1,389.40 4500008391 2 6/12/2018 100808 COLONIAL ELECTRIC SUPPLY CO.,INC. ELEC EQP/SUPP-NO CBL 354.73 4500008393 724.00 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - JUNE 2018

4500008393 1 6/13/2018 100386 RAILROAD TOOLS AND SOLUTIONS LLC TRK&RHT OF WAY MAINT 75.00 4500008393 2 6/13/2018 100386 RAILROAD TOOLS AND SOLUTIONS LLC TRK&RHT OF WAY MAINT 649.00 4500008394 3,567.30 4500008394 1 6/13/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 3,567.30 4500008395 3,060.00 4500008395 1 6/13/2018 100492 UNIVERSITY OF PENNSYLVANIA POLICE EQP AND SUPP 3,060.00 4500008397 133.50 4500008397 1 6/13/2018 100725 AMERICAN UNIFORMS SALES, INC. CLOTHING UNIFORM 66.75 4500008397 2 6/13/2018 100725 AMERICAN UNIFORMS SALES, INC. CLOTHING UNIFORM 66.75 4500008400 1,564.40 4500008400 1 6/14/2018 101973 SUPREME SAFETY, INC FIRE PROTECTION EQP 1,118.00 4500008400 2 6/14/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 446.40 4500008401 124.75 4500008401 1 6/14/2018 100708 AIRGAS USA, LLC 1ST AID & SAFETY EQP 124.75 4500008408 74.30 4500008408 1 6/14/2018 100979 M S C INDUSTRIAL SUPPLY CO. INC. CHEM/SOLV-COMMERCIAL 74.30 4500008410 284.80 4500008410 1 6/15/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 148.80 4500008410 2 6/15/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 51.00 4500008410 3 6/15/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 51.00 4500008410 4 6/15/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 34.00 4500008411 517.40 4500008411 1 6/15/2018 101153 STRATO INC. TRAN CAR EQUIP-MECH 517.40 4500008412 252.00 4500008412 1 6/15/2018 100448 TACTICAL PUBLIC SAFETY ELEC&SIG PARTS/MAINT 252.00 4500008415 1,948.00 4500008415 1 6/18/2018 101650 TRI-STATE TECHNICAL SALES CORP. ELECTRON COMPON/PRTS 1,948.00 4500008416 183.39 4500008416 1 6/18/2018 101770 VALLEN DISTRIBUTION, INC. PLAS/RESINS/FG-CONST 183.39 4500008417 2,880.00 4500008417 1 6/18/2018 100421 SHAMONG MFG. COMPANY TRAN CAR EQUIP-MECH 2,880.00 4500008423 376.20 4500008423 1 6/18/2018 100990 MARLAC ELECTRONICS A DIV OF SYSCOM COMP ACCESS./SUPP. 376.20 4500008425 915.30 4500008425 1 6/18/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 625.80 4500008425 2 6/18/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 289.50 4500008426 167.50 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - JUNE 2018

4500008426 1 6/18/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 107.50 4500008426 2 6/18/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 60.00 4500008427 124.56 4500008427 1 6/18/2018 101189 TRI-DIM FILTER CORPORATION HVAC 61.68 4500008427 2 6/18/2018 101189 TRI-DIM FILTER CORPORATION HVAC 62.88 4500008428 134.70 4500008428 1 6/18/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 25.00 4500008428 2 6/18/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 36.60 4500008428 3 6/18/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 22.02 4500008428 4 6/18/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 51.08 4500008429 327.60 4500008429 1 6/18/2018 100697 A & A GLOVE & SAFETY CO. JANITORIAL SUPPLIES 327.60 4500008430 1,019.25 4500008430 1 6/18/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 310.80 4500008430 2 6/18/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 110.60 4500008430 3 6/18/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 149.80 4500008430 4 6/18/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 109.40 4500008430 5 6/18/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 91.90 4500008430 6 6/18/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 246.75 4500008431 10,471.84 4500008431 2 6/18/2018 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC 10,471.84 4500008432 10,471.84 4500008432 1 6/18/2018 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC 10,471.84 4500008433 120.96 4500008433 1 6/18/2018 101476 UNITED ELECTRIC ELEC EQP/SUPP-NO CBL 120.96 4500008441 7,302.00 4500008441 1 6/19/2018 100169 EPLUS TECHNOLOGY, INC. DATA PROC SRVS & SW 7,302.00 4500008442 10,440.00 4500008442 1 6/19/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 10,440.00 4500008443 130.00 4500008443 1 6/19/2018 102194 STROUD SAFETY APPAREL CLOTHING UNIFORM 115.00 4500008443 2 6/19/2018 102194 STROUD SAFETY APPAREL CLOTHING UNIFORM 15.00 4500008444 327.50 4500008444 1 6/19/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 30.50 4500008444 2 6/19/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 84.00 4500008444 3 6/19/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 84.00 4500008444 4 6/19/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 54.00 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - JUNE 2018

4500008444 5 6/19/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 63.00 4500008444 6 6/19/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 12.00 4500008445 268.80 4500008445 1 6/19/2018 100129 DEBI DETWILER ASSOCIATES LLC CLOTHING UNIFORM 268.80 4500008446 17,020.80 4500008446 1 6/20/2018 100345 PENN MACHINE COMPANY LLC TRAN CAR EQUIP-MECH 17,020.80 4500008447 877.20 4500008447 1 6/20/2018 100868 ERICO INTERNATIONAL CORPORATION BLDGS/GRNDS- MAINT. 877.20 4500008448 10,471.84 4500008448 1 6/20/2018 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC 10,471.84 4500008449 488.00 4500008449 1 6/20/2018 101514 JAMES L. HOWARD & CO., INC. TRAN CAR EQUIP-MECH 488.00 4500008450 19,815.00 4500008450 1 6/20/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 19,815.00 4500008451 109.48 4500008451 1 6/20/2018 100289 MCMASTER-CARR SUPPLY COMPANY HAND TOOLS 87.10 4500008451 2 6/20/2018 100289 MCMASTER-CARR SUPPLY COMPANY PUMPING EQP&ACCESS 22.38 4500008452 8,810.00 4500008452 1 6/20/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 8,810.00 4500008453 10,513.00 4500008453 1 6/20/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 10,513.00 4500008454 579.50 4500008454 1 6/20/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ HAND TOOLS 150.00 4500008454 2 6/20/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ PLUMBING EQP & SUPP 230.00 4500008454 3 6/20/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ HAND TOOLS 10.20 4500008454 4 6/20/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ HAND TOOLS 80.10 4500008454 5 6/20/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ 1ST AID & SAFETY EQP 33.60 4500008454 6 6/20/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ JANITORIAL SUPPLIES 75.60 4500008455 8,722.00 4500008455 1 6/20/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 8,722.00 4500008457 8,402.00 4500008457 1 6/20/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 8,402.00 4500008458 20,124.00 4500008458 1 6/20/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 20,124.00 4500008459 19,617.00 4500008459 1 6/20/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 19,617.00 4500008460 19,308.00 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - JUNE 2018

4500008460 1 6/20/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 19,308.00 4500008461 20,034.00 4500008461 1 6/20/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 20,034.00 4500008463 198.69 4500008463 1 6/21/2018 100687 TRAVERS TOOL COMPANY INC HAND TOOLS 198.69 4500008464 78.00 4500008464 1 6/21/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANY HAND TOOLS 78.00 4500008465 107.90 4500008465 1 6/21/2018 100818 COOPER ELECTRIC SUPPLY CO. ELECTRON COMPON/PRTS 107.90 4500008469 86.40 4500008469 1 6/21/2018 100103 CL PRESSER CO HAND TOOLS 42.90 4500008469 2 6/21/2018 100103 CL PRESSER CO FASTENERS 43.50 4500008471 99.00 4500008471 1 6/21/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ PAINT-COATINGS, ETC 99.00 4500008479 4,671.00 4500008479 1 6/25/2018 101319 SAR AUTOMOTIVE AUTO SHOP EQUIP. 4,671.00 4500008482 589.68 4500008482 1 6/25/2018 100501 W.B. MASON CO. INC COOLERS/BTL WATER 589.68 4500008484 3,715.00 4500008484 1 6/25/2018 102245 FOLEY, INCORPORATED BUILDING MAINT SRVS 3,715.00 4500008485 216.07 4500008485 1 6/26/2018 101489 AALL AMERICAN FASTENERS FASTENERS 5.02 4500008485 2 6/26/2018 101489 AALL AMERICAN FASTENERS FASTENERS 90.00 4500008485 3 6/26/2018 101489 AALL AMERICAN FASTENERS FASTENERS 82.05 4500008485 4 6/26/2018 101489 AALL AMERICAN FASTENERS FASTENERS 27.00 4500008485 5 6/26/2018 101489 AALL AMERICAN FASTENERS FASTENERS 12.00 4500008487 128.00 4500008487 1 6/26/2018 100231 INDCO INC JANITORIAL SUPPLIES 50.00 4500008487 2 6/26/2018 100231 INDCO INC JANITORIAL SUPPLIES 78.00 4500008488 206.20 4500008488 1 6/26/2018 100103 CL PRESSER CO HAND TOOLS 67.80 4500008488 2 6/26/2018 100103 CL PRESSER CO ELEC&SIG PARTS/MAINT 138.40 4500008489 120.35 4500008489 1 6/26/2018 100289 MCMASTER-CARR SUPPLY COMPANY HAND TOOLS 62.75 4500008489 2 6/26/2018 100289 MCMASTER-CARR SUPPLY COMPANY FASTENERS 57.60 4500008490 162.00 4500008490 1 6/26/2018 100422 SHERWIN-WILLIAMS PAINT-COATINGS, ETC 162.00 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - JUNE 2018

4500008491 10,471.84 4500008491 1 6/26/2018 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC 10,471.84 4500008492 5,727.69 4500008492 1 6/26/2018 101316 UTC/RAS TRAN CAR EQUIP-MECH 5,727.69 4500008493 5,727.69 4500008493 1 6/26/2018 101316 UTC/RAS TRAN CAR EQUIP-MECH 5,727.69 4500008494 5,727.69 4500008494 1 6/26/2018 101316 UTC/RAS TRAN CAR EQUIP-MECH 5,727.69 4500008496 5,727.69 4500008496 1 6/26/2018 101316 UTC/RAS TRAN CAR EQUIP-MECH 5,727.69 4500008498 420.00 4500008498 1 6/27/2018 100343 PENETONE CORPORATION AUTO MAINT/RPR PRTS 420.00 4500008499 64.12 4500008499 1 6/27/2018 100969 LAWSON PRODUCTS PAINT-COATINGS, ETC 64.12 4500008500 521.50 4500008500 1 6/27/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 521.50 4500008501 17,737.50 4500008501 1 6/27/2018 101232 WABTEC GLOBAL SERVICES TRAN CAR EQUIP-MECH 17,737.50 4500008503 71.70 4500008503 1 6/28/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 71.70 4500008505 189.90 4500008505 1 6/28/2018 100103 CL PRESSER CO PAINTING EQP/ACCESS 147.00 4500008505 2 6/28/2018 100103 CL PRESSER CO HAND TOOLS 42.90 4500008508 864.00 4500008508 1 6/28/2018 100421 SHAMONG MFG. COMPANY TRAN CAR EQUIP-MECH 864.00 4500008509 158.97 4500008509 1 6/28/2018 102038 ALSTOM SIGNALING OPERATION, LLC HAND TOOLS 158.97 4500008510 419.58 4500008510 1 6/28/2018 101353 UNITED REFRIGERATION, INC. STEAM&HOT WTR ACCESS 158.00 4500008510 2 6/28/2018 101353 UNITED REFRIGERATION, INC. HAND TOOLS 261.58 4500008511 1,770.00 4500008511 1 6/28/2018 100116 CONTEMPORARY MACHINERY & HAND TOOLS 1,770.00 4500008512 1,065.64 4500008512 1 6/28/2018 100289 MCMASTER-CARR SUPPLY COMPANY FASTENERS 754.60 4500008512 2 6/28/2018 100289 MCMASTER-CARR SUPPLY COMPANY 1ST AID & SAFETY EQP 311.04 4500008514 304.50 4500008514 1 6/29/2018 101188 TRECO INCORPORATED JANITORIAL SUPPLIES 304.50 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - JUNE 2018

4500008516 1,482.00 4500008516 1 6/29/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 252.00 4500008516 2 6/29/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 126.00 4500008516 3 6/29/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 168.00 4500008516 4 6/29/2018 101973 SUPREME SAFETY, INC ELECTRON COMPON/PRTS 936.00 4500008517 125.36 4500008517 1 6/29/2018 100191 GKY INDUSTRIES FASTENERS 20.00 4500008517 2 6/29/2018 100191 GKY INDUSTRIES FASTENERS 10.00 4500008517 3 6/29/2018 100191 GKY INDUSTRIES FASTENERS 24.00 4500008517 4 6/29/2018 100191 GKY INDUSTRIES FASTENERS 18.36 4500008517 5 6/29/2018 100191 GKY INDUSTRIES FASTENERS 3.00 4500008517 6 6/29/2018 100191 GKY INDUSTRIES FASTENERS 12.50 4500008517 7 6/29/2018 100191 GKY INDUSTRIES FASTENERS 37.50 4500008518 858.30 4500008518 1 6/29/2018 102246 FUSES UNLIMITED ELECTRON COMPON/PRTS 858.30 4500008522 3,927.00 4500008522 1 6/29/2018 100771 BROAD ALLIANCE TRANSPORT SUPPLY, LL TRAN CAR EQUIP-MECH 3,927.00 4500008523 1,785.00 4500008523 1 6/29/2018 100285 MAC PRODUCTS, INC TRAN CAR EQUIP-MECH 1,785.00 4500008524 274.30 4500008524 1 6/29/2018 100684 SOSMETAL PRODUCTS OFFICE SUPPLIES 274.30

BALANCE SHEET

PORT AUTHORITY TRANSIT CORPORATION

BALANCE SHEET May 31, 2018

ASSETS December 31, 2017 May 31, 2018

Cash (Includes $107,460 in Station Escrow Funds) 1,905,423 814,201 Investments (Note 1) 2,684,565 2,701,210 Accounts Receivable 4,236,076 3,067,768 Inventory at lower of cost (first-in, first-out) or market 5,698,055 5,710,522 Prepaid Expenses 1,499,325 1,067,120 16,023,445 13,360,822

LIABILITIES AND EQUITY Liabilities: Accounts Payable: Trade 3,749,468 1,174,729 Delaware River Port Authority (Note 2) 269,218,000 271,768,831 Accrued Liabilities: Reserve for Other Post Employment Benefits (Note 4) 17,089,320 17,089,320 Deferred Revenue (Note 5) 4,858,929 5,062,151 Wages 535,698 836,688 Pension and Other 613,477 550,460 Sick Leave Benefits 317,899 315,087 Reserve for Unused Vacation 392,297 392,297 Reserve for contingent liabilities (Note 3) 2,974,909 2,519,383 299,749,997 299,708,946

Equity: Advances from Delaware River Port Authority 457,869,729 467,701,296 Deficit (741,596,281) (754,049,420)

16,023,445 13,360,822 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

May 31, 2018 May 31, 2018 Operating Revenues: Passenger fares 10,775,845 2,240,109 Passenger parking 365,677 80,066 Passenger - other 44,363 9,488 Advertising 200,824 43,347 Telecommunications Rental Income 68,515 6,573 Miscellaneous 26,739 4,847 Interest Income From Investments 16,644 3,727 $11,498,607 $2,388,157

Operating Expenses: Maintenance of Way and Power 5,400,040 921,426 Maintenance of Equipment 2,659,345 482,232 Purchased Power 1,672,461 287,557 Transportation 8,277,494 1,546,092 General Insurance 508,591 88,367 Superintendence and General Office 2,882,984 554,885 21,400,915 3,880,559 Rent of Rapid Transit System Facilities (Note 2) 2,550,831 510,167 Other Post Employment Benefits Accrual (Note 4) - - $23,951,746 $4,390,726

Net Income (loss) ( $ 12,453,139) ( $ 2,002,569)

Deficit, December 31, 2017 ($ 741,596,281)

Deficit, May 31, 2018 ($ 754,049,420)

See Notes To Financial Statements PORT AUTHORITY TRANSIT CORPORATION (A Wholly Owned Subsidiary of the Delaware River Port Authority) May 31, 2018

NOTES TO FINANCIAL STATEMENTS

1. Investments:

The Corporation has set aside $2,684,565 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 $271,768,831 from January 1, 1974 through May 31, 2018 have not been made to the Authority.

3. Reserves for Contingent Liabilities:

Pursuant to a policy of self-insurance, the Corporation has reserved $ 554,036 for Comprehensive General Liability and $1,965,347 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-18-021 SUBJECT: Lindenwold Shop Carwash Ventilation System

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: July 10, 2018

BOARDACTIONDATE: July18,2018

PROPOSAL: That the Board authorizes staff to negotiate a contract with Oliver Communications Group, Inc. to install a new carwash ventilation system in the Lindenwold Shop.

Amount: Up to $198,000.00

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 install a new carwash ventilation system in the Lindenwold Shop. This work will be under GSA Schedule GS 35F 204DA pricing.

BACKGROUND: Two of the three exhaust‐ ‐ units in PATCO’s Equipment Carwash have failed and need to be replaced. The remaining exhaust unit is showing signs of excessive wear and needs to be replaced, as the system is approximately 14 years old. These exhaust units are important in that they exhaust the acidic smells from the chemicals used to wash the stainless steel car bodies. In addition to the three exhaust units being replaced, four wall mounted exhaust fans will be installed in the carwash building and the wall louvers will be reconfigured to provide greater airflow. These fans will provide an additional means of venting the odors from the cleaning chemicals as well as circulate air for employee comfort. To allow these fans to operate remotely, we will install an nlight Network System to the devices. This is the same network that allows for remote operations of the LED lights, exhaust fans, a ceiling mounted fans currently in use in the Equipment Shop work bays.

Staff has reviewed and evaluated Oliver Communications Group, Inc.’s proposal and determined it to be fair and reasonable. SUMMARY STATEMENT Lindenwold Shop O&M 7/10/2018 Carwash Ventilation System

SUMMARY: Amount: Not to exceed $198,000.00 Source of Funding: General Fund Operating Budget: N/A Capital Project #: SCD.31810 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Three (3) months Other Parties Involved: N/A PATCO-18-021 Operations & Maintenance: July 10, 2018 Board Date: July 18, 2018 Lindenwold Shop Carwash Ventilation System

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 install a new carwash ventilation system in the Lindenwold Shop, not to exceed $198,000.00; 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 $198,000.00 Source of Funding: General Fund Operating Budget: N/A Capital Project #: SCD.31810 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Three (3) months Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: PATCO-18-022 SUBJECT: Woodcrest Station Shredding Event - 2018

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: July10,2018

BOARDACTIONDATE: July18,2018

PROPOSAL: That the Board permit Camden County to hold a shredding event at Woodcrest Station parking lot on October 6, 2018, with all DRPA/PATCO expenses incurred to provide support services to be reimbursed by Camden County.

PURPOSE: To obtain Board approval for Camden County to hold a shredding event in the parking lot and to provide support services for traffic control.

BACKGROUND: Camden County offers residents the peace of mind of having their documents shredded. In 2017 the Board approved the use of Woodcrest Station parking lot for this annual event through PATCO-17-022.

Camden County has again requested the use of Woodcrest Station parking lots for a shredding event for county residents. DRPA/PATCO would provide support services, primarily through public safety officers who would control traffic into, out of, and around the event, and Way & Power staff who would set up and later remove barricades. Staff is seeking authority to permit Camden County to hold their event on the site on October 6, 2018. DRPA/PATCO will track all its costs and submit them to Camden County for reimbursement. Costs are anticipated to total less than $2,000.

SUMMARY: Amount: $2,000 (to be totally reimbursed by Camden County) Source of Funds: N/A Operating Budget: N/A Capital Project #: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: Camden County PATCO-18-022 Operations & Maintenance: July 10, 2018 Board Date: July 18, 2018 Woodcrest Station Shredding Event - 2018

RESOLUTION

RESOLVED: That the Board permits Camden County to hold a shredding event at the PATCO Woodcrest Station on October 6, 2018, and

RESOLVED: That the board authorizes DRPA/PATCO to provide support services for the shredding event with all associated DRPA/PATCO costs to be reimbursed by Camden County, at a cost not to exceed $2,000.

SUMMARY: Amount: $2,000 (to be totally reimbursed by Camden County) Source of Funds: N/A Operating Budget: N/A Capital Project #: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: Camden County SUMMARY STATEMENT

ITEM NO.: PATCO-18-023 SUBJECT: Arc Flash Hazard Analysis Services-PATCO

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: July10,2018

BOARDACTIONDATE: July18,2018

PROPOSAL: That the Board authorizes staff to negotiate an Agreement with Burns Engineering, Inc. to provide Arc Flash Hazard Analysis Services for electrical switchgear and apparatus in PATCO facilities.

Amount: $196,189

Consultant: Burns Engineering, Inc. Two Commerce Square 2001 market St., Suite 600 Philadelphia, PA 19103

Other Consultants: Systra Consulting, Inc. Gannett Fleming, Inc. Johnson, Mirmiran & Thompson, Inc. Associated Technology, Inc. Madia Engineering

PURPOSE: To retain a professional Engineering Firm to perform Arc Flash Hazard Analysis Services for electrical switchgear and apparatus in PATCO facilities.

BACKGROUND: The National Fire Protection Association (NFPA) Standard 70E requires all equipment that is likely to require examination, adjustment, servicing, or maintenance, while energized, shall be marked with a label containing arc flash risk identification, severity of the risk, arc flash boundary, and required PPE level, among other things. This includes any energized testing or trouble shooting activity.

Because of the nature of PATCO’s operations, it is often impractical or even possible to de-energize equipment for testing, adjustment or troubleshooting. Malfunctioning electrical equipment is often impossible to troubleshoot while de-energized. While every effort is made to de- energize electrical equipment before, repair or service, working on energized equipment is inevitable. SUMMARY STATEMENT Arc Flash Hazard Analysis Services O&M 7/10/2018 PATCO

Although most PATCO equipment is labeled as to voltage and general warning as to an electrical hazard, the equipment is not labeled with sufficient information to determine the level of hazard and required protective equipment needed if employees work on the equipment while it is energized.

Arc Flash Hazard Analysis is used to determine the incident energy (hazard level) of a potential arc flash, establish the arc flash boundary (safe distance), and determine the required clothing and PPE required to safely work on and around electrical switchgear and apparatus.

The RFP was issued on January 8, 2018. The proposals were due on March 12, 2018, with seven (7) firms submitting a proposal and one (1) firm submitting a No Bid. Upon completion of the proposal evaluation, it was determined that Burns Engineering, Inc. had the highest technically ranked proposal.

It is recommend that the Board authorize staff to negotiate an Agreement with Burns Engineering, Inc. in an amount not to exceed $196,189 for a three (3) year period.

SUMMARY: Amount: Not to Exceed $196,189 Source of Funds: General Fund Operating Budget: $196,189 Capital Project #: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Three (3) Years Other Parties Involved: N/A PATCO-18-023 Operations & Maintenance: July 10, 2018 Board Date: July 18, 2018 Arc Flash Hazard Analysis Services - PATCO

RESOLUTION

RESOLVED: That the Board of Commissioners accepts the Proposal of Burns Engineering, Inc. to conduct Arc Flash Hazard Analysis at PATCO and that the proper officers of the Authority be and hereby authorized to negotiate an Agreement with Burns Engineering, Inc. for an amount not to exceed $196,189, as per the attached Summary Statement; 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 $196,189 Source of Funds: General Fund Operating Budget: $196,189 Capital Project #: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Three (3) Years Other Parties Involved: N/A

NEW BUSINESS

SUMMARY STATEMENT

ITEM NO.: PATCO-18-024 SUBJECT: Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEEMEETINGDATE: N/A

BOARDACTIONDATE: July18,2018

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-18-024 New Business: July 18, 2018 Board Date: July 18, 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) – July 18, 2018

Item# Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds American Public Transportation Annual APTA $39,250.00 Membership. Membership dues 1. American Public Transportation 1. $39,250.00 General Funds Association, (APTA) Membership dues for are based on a transit system's Association (APTA) Washington, DC PATCO. The American operating expenses for the most Washington, DC Public Transportation completed year. PATCO has Association is the transit been a member of APTA for industry's trade many years and has benefited organization. Its from the peer reviews and safety members include more audits. than 300 transit systems from around the country. The benefits of the APTA membership 1 include but are not limited to peer reviews, safety audits, rail standards development, training professional development workshops, expos and access to a wealth of national and international transit information.